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ZOONO GROUP LIMITED Share Issue/Capital Change 2007

Nov 7, 2007

66124_rns_2007-11-07_66f19d33-02ae-4c6f-9607-ef526a4c3d8b.pdf

Share Issue/Capital Change

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gsh/psh/gsh731

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8 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 exercise of quoted options

The directors of Goldsearch Limited advise having on 6 November 2007 issued 34,185,942 ordinary fully paid shares in the Company pursuant to the exercise of 34,185,942 quoted options which expired 31 October 2007.

An appendix 3B application for quotation of the new shares is attached.

For and on behalf of the directors of Goldsearch Limited

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P S Hewson Secretary

Appendix 3B New issue announcement

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.

Name of entity

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).

1
+Class of+securities issued or to be
issued
2
Number of+securities issued or to
be issued (if known) or maximum
number which may be issued
3
Principal terms of the+securities (eg,
if options, exercise price and expiry
date; if partly paid+securities, the
amount outstanding and due dates for
payment; if+convertible securities,
the conversion price and dates for
conversion)
Ordinary fully paid shares
34,185,942
New ordinary fully paid shares issued on exercise
of 34,185,942 quoted options (GSEO)
  • See chapter 19 for defined terms.

24/10/2005

Appendix 3B Page 1

Appendix 3B New issue announcement

4
Do the+securities rank equally in all
respects from the date of allotment
with an existing+class of quoted
+securities?
If the additional securities do not
rank equally, please state:
• the date from which they do
• the
extent
to
which
they
participate for the next dividend,
(in
the
case
of
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
6
Purpose of the issue
(If issued as consideration for the
acquisition of assets, clearly identify
those assets)
7
Dates of entering+securities into
uncertificated holdings or despatch
of certificates
8
Number and+class of all+securities
quoted on ASX (_including_the
securities in clause 2 if applicable)
Yes. The new shares rank equally with the
Company’s existing quoted ordinary fully paid
shares (GSE).
Yes. The new shares rank equally with the
Company’s existing quoted ordinary fully paid
shares (GSE).
5 cents per share
Exercise of 34,185,942 quoted options (GSEO).
Application monies to supplement existing
working capital.
6 November 2007
Number +Class
365,057,665
2,161,031
Ordinary fully paid
shares (GSE)
Options expiring 31
October 2007 (GSEO)
  • See chapter 19 for defined terms.

24/10/2005

Appendix 3B Page 2

Appendix 3B New issue announcement

9
Number and+class of all+securities
not quoted on ASX (_including_the
securities in clause 2 if applicable)
10
Dividend policy (in the case of a
trust, distribution policy) on the
increased capital (interests)
Number +Class
800,000
400,000
8,000,000
8,000,000
Options exercisable at
7.5 cents each and
expiring 30 June 2008.
(GSEAK)
Options exercisable at
10.0 cents each and
expiring 30 June 2009.
(GSEAM)
Options exercisable at
5 cents each vesting on
1 February 2007, and
expiring 31 January
2010. (GSEAO)
Options exercisable at
7.5 cents each, vesting
on 1 February 2008,
and expiring 31 January
2010. (GSEAQ)
N/A

– Part 2 - Bonus issue or pro rata issue not applicable

  • 11 Is security holder approval required?

  • 12 Is the issue renounceable or nonrenounceable?

  • 13 Ratio in which the[+] securities will be offered

  • 14 +Class of +securities to which the offer relates

  • 15 +Record date to determine entitlements

  • 16 Will holdings on different registers (or subregisters) be aggregated for calculating entitlements?

  • 17 Policy for deciding entitlements in relation to fractions

  • 18 Names of countries in which the entity has[+] security holders who will not be sent new issue 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.

1/1/2003

Appendix 3B Page 3

Appendix 3B New issue announcement

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 or
renunciations on behalf of+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?
  • See chapter 19 for defined terms.

1/1/2003

Appendix 3B Page 4

Appendix 3B New issue announcement

  • 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 incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

Entities that have ticked box 34(a) - (not applicable)

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

  • 36 If the[+] securities are[+] equity securities, a distribution schedule of the additional[+] 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.

1/1/2003

Appendix 3B Page 5

Appendix 3B New issue announcement

Entities that have ticked box 34(b)

38
Number of securities for which
+quotation is sought
39
Class
of
+securities
for
which
quotation is sought
40
Do the+securities rank equally in all
respects from the date of allotment
with an existing+class of quoted
+securities?
If the additional securities do not
rank equally, please state:
• the date from which they do
• the
extent
to
which
they
participate for the next dividend,
(in
the
case
of
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
(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)
34,185,942 34,185,942
ordinary fully paid shares (GSE)
Yes. The new shares rank equally with the
Company’s existing quoted ordinary fully paid
shares (GSE).
Ordinary fully paid shares issued on exercise of
34,185,942 quoted options (GSEO).
Number +Class
365,057,665
2,161,031
Ordinary fully paid
shares (GSE)
Options expiring 31
October 2007 (GSEO)
  • See chapter 19 for defined terms.

1/1/2003

Appendix 3B Page 6

Appendix 3B New issue announcement

Quotation agreement

  • 1 +Quotation of our additional +securities is in ASX’s absolute discretion. ASX may quote the[+] securities on any conditions it decides.

  • 2 We warrant the following to ASX.

  • The issue of the[+] securities to be quoted complies with the law and is not 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.

  • 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:

Date: 8 November 2007 (Director Operations)

Print name: John M E Percival

== == == == ==

  • See chapter 19 for defined terms.

24/10/2005

Appendix 3B Page 7