ZOONO GROUP LIMITED — Share Issue/Capital Change 2007

Nov 26, 2007

gsh/psh/gsh732

27 November 2007

The Manager - Company Announcements Office Australian Securities Exchange Limited Level 4 20 Bridge Street SYDNEY NSW 2000

Via ASX Online No. of pages – 8

Dear Sir,

Appendix 3B - Allotment of shares to underwriters

We refer to the announcement on 1 November 2007 wherein it was advised that 2,161,031 options had not been exercised prior to the time of their expiry time at 5pm on 31 October 2007 and that the entitlement under those options would be subscribed to by the underwriters.

The directors advise that they have since received applications from the underwriters and have today allotted 2,161,031 shares pursuant to those applications.

An Appendix 3B application for quotation of the new shares is enclosed.

For and on behalf of the directors of Goldsearch Limited

P S Hewson Secretary

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

New issue announcement, application for quotation of additional securities and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX's property and may be made public.

Introduced 1/7/96. Origin: Appendix 5. Amended 1/7/98, 1/9/99, 1/7/2000, 30/9/2001, 11/3/2002, 1/1/2003, 24/10/2005.

Goldsearch Limited

ABN 73 006 645 754

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

⁺Class of ⁺securities issued or to be $\overline{1}$ issued

Ordinary fully paid shares

• $\overline{2}$ Number of ⁺securities issued or to be issued (if known) or maximum number which may be issued
• Principal terms of the ⁺securities (eg. 3 if options, exercise price and expiry date; if partly paid ⁺securities, the amount outstanding and due dates payment; if +convertible for securities, the conversion price and dates for conversion)

2,161,031

New ordinary fully paid shares issued on exercise of 2,161,031 quoted options. (GSEO)

• See chapter 19 for defined terms.

$\overline{4}$	Do the + securities rank equally in all respects from the date of allotment with an existing + class of quoted +securities?	Yes. The new shares rank equally with the Company's existing quoted ordinary fully paid shares. (GSE).
	If the additional securities do not rank equally, please state: the date from which they do which extent to the they participate for the next dividend, of (in the case a trust. distribution) or interest payment the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment
5	Issue price or consideration	5 cents per share
6	Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets)	Exercise of 2,161,031 quoted options (GSEO). Application monies to supplement existing working capital.
7	Dates of entering + securities into uncertificated holdings or despatch of certificates	30 October 2007
8	+class of Number and all ASX +securities quoted on (including the securities in clause 2 if applicable)	Number 367,218,696	+Class Ordinary fully paid shares (GSE).

⁺ See chapter 19 for defined terms.

		Number	+Class
9	Number + class of and all *securities not quoted on ASX (including the securities in clause 2 if applicable)	800,000	Options exercisable at 7.5 cents each and expiring 30 June 2008.(GSEAK)
		400,000	Options exercisable at 10.0 cents each and expiring 30 June 2009.(GSEAM).
		8,000,000	Options exercisable at 5 cents each vesting on 1 February 2007, and expiring 31 January 2010. (GSEAO)
		8,000,000	Options exercisable at 7.5 cents each, vesting on 1 February 2008, and expiring 31 January 2010. (GSEAO).

10 Dividend policy (in the case of a $N/A$ trust, distribution policy) on the increased capital (interests)

Part 2 - Bonus issue or pro rata issue

11	holder approval security Is required?
12	Is the issue renounceable or non- renounceable?
13	Ratio in which the + securities will be offered
14	+ Class of + securities to which the offer relates
15	determine + Record date to entitlements
16	Will holdings on different registers (or subregisters) be aggregated for calculating entitlements?

$+$ See chapter 19 for defined terms.

17	Policy for deciding entitlements in relation to fractions
18	Names of countries in which the entity has + security holders who not be sent new issue will documents
	Note: Security holders must be told how their entitlements are to be dealt with.
	Cross reference: rule 7.7.

19 Closing date for receipt of acceptances or renunciations

$+$ See chapter 19 for defined terms.

20	Names of any underwriters
21	Amount of any underwriting fee or commission
22	Names of any brokers to the issue
23	Fee or commission payable to the broker to the issue
24	Amount of any handling fee payable to brokers who lodge acceptances renunciations on behalf of $_{\rm O}r$ +security holders
25	If the issue is contingent on *security holders' approval, the date of the meeting
26	Date entitlement and acceptance form and prospectus or Product Disclosure Statement will be sent to persons entitled
27	If the entity has issued options, and the terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders
28	Date rights trading will begin (if applicable)
29	Date rights trading will end (if applicable)
30	How do + security holders sell their entitlements in full through a broker?
31	How do + security holders sell part

of their entitlements through a
broker and accept for the balance?

Appendix 3B Page 5

$+$ See chapter 19 for defined terms.

32	How do + security holders dispose of their entitlements (except by sale through a broker)?
33	+ Despatch date
	Part 3 - Quotation of securities You need only complete this section if you are applying for quotation of securities
34	Type of securities (tick one)
(a)	Securities described in Part 1
(b)	All other securities
	Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully pai
incentive share securities when restriction ends, securities issued on expiry or conversion of convertible secu

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

• 35 If the ⁺securities are ⁺equity securities, the names of the 20 largest holders of the additional ⁺securities, and the number and percentage of additional ⁺securities held by those holders
• If the ⁺securities are ⁺equity securities, a distribution schedule of the additional 36 *securities setting out the number of holders in the categories $1 - 1,000$ $1,001 - 5,000$ $5,001 - 10,000$ $10,001 - 100,000$ 100,001 and over
• 37 A copy of any trust deed for the additional +securities

⁺ See chapter 19 for defined terms.

Entities that have ticked box 34(b)

38	Number of securities for which + quotation is sought	2,161,031
39	for which Class of + securities quotation is sought	Ordinary fully paid shares (GSE)
40	Do the + securities rank equally in all respects from the date of allotment with an existing + class of quoted + securities?	Yes. The new shares rank equally with the Company's existing quoted ordinary fully paid Shares (GSE).
	If the additional securities do not rank equally, please state: the date from which they do extent to which the they participate for the next dividend, case of (in the a trust. distribution) or interest payment the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment
41	Reason for request for quotation now Example: In the case of restricted securities, end of restriction period	Ordinary fully paid shares issued on exercise of 2,161,031 quoted options. (GSEO).
	(if issued upon conversion of another security, clearly identify that other security)
42	Number and + class of all + securities quoted on ASX (including the securities in clause 38)	Number 367,218,696	+Class Ordinary fully paid shares. (GSE)

⁺ See chapter 19 for defined terms.

Quotation agreement

• $\mathbf{1}$ +Quotation of our additional +securities is in ASX's absolute discretion. ASX may quote the ⁺securities on any conditions it decides.
• $\overline{\mathcal{L}}$ We warrant the following to ASX.
• The issue of the 'securities to be quoted complies with the law and is not ė for an illegal purpose.
• There is no reason why those *securities should not be granted *quotation.
• An offer of the securities for sale within 12 months after their issue will not require disclosure under section $707(3)$ or section $1012C(6)$ of the Corporations Act.

Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

• Section 724 or section 1016E of the Corporations Act does not apply to any ¢ applications received by us in relation to any *securities to be quoted and that no-one has any right to return any *securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the 'securities be quoted.
• If we are a trust, we warrant that no person has the right to return the *securities to be quoted under section 1019B of the Corporations Act at the time that we request that the ⁺securities be quoted.
• 3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.
• $\overline{4}$ We give ASX the information and documents required by this form. If any information or document not available now, will give it to ASX before +quotation of the ⁺securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

Sign here:

...................................... (Director Operations)

John M E Percival.................................... Print name:

== == == == ==

⁺ See chapter 19 for defined terms.