ENECO REFRESH LTD — Capital/Financing Update 2011

Apr 13, 2011

Refresh Group Limited( ACN 079 681 244) 17 Denninup Way, MalagaWA 6090 Tel: (08) 9248 3006 Fax: (08) 9248 7233 Email: info@refreshgroup.com.au Website: refreshgroup.com.au

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Thursday, 14 April 2011

ASX Announcement (ASX:RGP)

Refresh to Dispose of 100% of Wholly Owned Subsidiary AridTec Pte Ltd

Refresh Group Limited ( Company or Refresh ) announces that it has signed an agreement ( Sale Agreement ) to sell 100% of the issued share capital in its wholly owned entity, AridTec Pte Ltd ( AridTec ) to the original owners and vendors of AridTec ( Original Vendors ).

Refresh acquired AridTec from the Original Vendors in July 2010 pursuant to a purchase agreement dated 20 April 2010 ( Purchase Agreement ). AridTec is a Singaporean incorporated company. It has developed a range of products that provide atmospheric water harvesting solutions, based on drawing water vapour from the air and producing drinking water.

Refresh originally considered that the potential to distribute the AridTec products would complement the existing Refresh water production and distribution business.

Following the half year results to 31 December 2010, the board of directors of Refresh, after having considered the financial performance of AridTec since its acquisition, considered the performance of AridTec did not meet the original expectations of Refresh and is unlikely to meet such expectations in the future. In addition, the directors considered that more operational focus is required on Refresh's Australian based production and distribution business.

Accordingly, the Sale Agreement has been entered into between Refresh and the Original Vendors, pursuant to which the Original Vendors will re-acquire the shares in AridTec ( AridTec Shares ) from Refresh.

The key terms of the Sale Agreement are as follows:

1. the consideration for the sale of the AridTec Shares is the cancellation by way of selective capital reduction of the 71,800,000 Refresh shares issued to the Original Vendors as consideration for the purchase of AridTec;

2. the sale of the AridTec Shares is conditional upon and subject to Refresh obtaining all necessary approvals of Refresh shareholders for the sale of the AridTec Shares including but not limited to:

Refresh Waters Pty Ltd (ABN20 115 000 318) Head Office/Perth - 17 Denninup Way, Malaga, WA 6090 T: (08) 92487222 F: (08) 92487233 E: perth@refreshwater.com.au Kalgoorlie – 33/46 Great Eastern Hy, KalgoorlieWA 6430 T: (08) 90222266 F: (08) 90224468 E: kalgoorlie@refreshwater.com.au Melbourne – 14 Bando Rd, Springvale Vic 3171 T: (03) 95623877 F: (03) 95623177 E: melbourne@refreshwater.com.au Sydney – 3 Salisbury St, Silverwater, NSW 2128 T: (02) 97484200 F: (02) 97484366 E: sydney@refreshwater.com.au Refresh Waters Queensland Pty Ltd (ABN 97 095 451 406) Brisbane – 120 Mica Street, Carole Park, Qld 4300 T: (07) 32711251 F: (07) 38793019 E: brisbane@refreshwater.com.au Toowoomba – 600 Boundary St, Toowoomba Qld4350 T: (07) 46590400 F: (07) 46590411 E: toowoomba@refreshwater.com.au

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• a. the approval of the Refresh shareholders of the selective capital reduction by special resolution passed at a general meeting at which the Original Vendors do not vote; and

• b. the approval of the Original Vendors of the selective capital reduction by special resolution passed at a separate meeting;

• Mr Chee Keong Oh to resign as a director of Refresh with effect from completion of the Sale Agreement; and

• an inter-company loan of $485,928.04 from Refresh to AridTec to be capitalized such that upon completion there will be no outstanding loan owing to Refresh by AridTec.

Under the Purchase Agreement, the Original Vendors had the potential to receive up to a further 48,200,000 shares in Refresh on the basis of AridTec achieving certain profit milestones. These milestones are unlikely to be met and as such the Original Vendors will no longer be entitled to receive the further 48,200,000 Refresh shares contemplated in the Purchase Agreement.

General Meeting of Shareholders

The disposal of AridTec requires approval of Refresh shareholders in general meeting.

The notice of meeting is currently being prepared and will contain full details of the transaction, details of the effect of the proposed capital reduction on Refresh and details of the effect of the disposal of AridTec Shares on the financial position of Refresh. The notice of meeting will also contain an Independent Experts Report to assist Refresh shareholders in making a decision as to whether to vote for or against the resolutions to effect the sale of the AridTec Shares.

The main matters of business that the general meeting of Refresh shareholders will consider will include:

1. Resolution to approve the disposal of AridTec; and

2. Resolution for the cancellation of 71,800,000 shares by way of selective capital reduction.

It is anticipated that the notice of meeting will be lodged with ASIC in late April 2011 and dispatched to Refresh shareholders and the Original Vendors shortly thereafter. The general meeting of shareholders is anticipated to be held mid-June 2011.

Completion of the proposed transaction will take place shortly after the shareholder approvals are obtained.

The directors of Refresh consider that the proposed transaction to dispose of the 100% of its interest in AridTec is the most appropriate course of action available to the Company and following the disposal, the Company will improve its potential to trade more effectively.

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Revitalisation of Refresh

Refresh is pleased to advise that it has signed a Letter of Engagement with First Corporate Pty Ltd to assist the Company with its revitalisation strategy. The Letter of Engagement outlines the revitalisation and recapitalisation objectives for Refresh.

Mr Henry Heng, Chairman of Refresh, commented, “We believe First Corporate has the expertise to assist our company with not only the identification of opportunities to enhance shareholder value but also assist us with capital raising endeavours and merger and acquisition processes. Once the Company has achieved a recapitalisation event with First Corporate’s assistance, Refresh would invite two principals of First Corporate, Mr Jeffrey Broun and Mr Michael Slater, to join the Refresh board to strengthen the on-ground corporate expertise at the board level and lead the expanded investment goal.”

The move to recapitalise the Company is dependent on the forthcoming shareholder meeting passing all resolutions regarding the sale of the AridTec Shares and resolutions resetting the Company’s share placement ability .

For more information, please contact:

Henry Heng Executive Chairman henry@refreshgroup.com.au

About Refresh Group Limited:

Refresh is Australia’s largest producer of distilled drinking water with a capacity to produce more than 10,000 litres of distilled water per hour. With factories in Western Australia (Perth and Kalgoorlie), New South Wales (Sydney), Victoria (Melbourne) and Queensland (Brisbane and Toowoomba), it is the second largest supplier in the home-and-office delivery sector.

Refresh was listed in 2006 and currently has 157 million shares on issue with a market capitalisation of $6 million. For more information refer www.refreshgroup.com.au

About First Corporate Pty Ltd

First Corporate Pty Ltd has operated for 15 years and specialises in corporate growth solutions for listed companies. First Corporate also assists companies preparing for an IPO via its “IPO-readiness” programs. First Corporate has established relationships and networks with tier one brokers and blue chip financial institutions and works intensely with companies it formalises engagements with.

First Corporate’s sister company – Director Plus – assists companies with board processes, board renewal and corporate governance regimes. For more information refer www.firstgroup.com.au and www.directorplus.com.au

Australia’s largest producer of distilled drinking water

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