ENERGY TECHNOLOGIES LIMITED — Capital/Financing Update 2007

Dec 20, 2007

Dulhunty Power Limited

ACN 002679469 NOTICE OF A GENERAL MEETING

Notice is given that a general meeting of the members will be held on the date and at the location and time specified below.

Date: 28 January 2008 Location: Unit 2, 35-41 Waterloo Road, North Ryde, NSW 2113 Time: 10.30 am

Business

To propose and, if thought fit, to pass the following resolutions with or without amendment:

Proposed		Thatthe directors of the company be authorized to raise up to $3million by the issue by the Company of
Resolution	1	ordinary shares of the Company to sophisticated and professional investors on the terms and conditions
		set out, and as described, in accompanying the Explanatory Statement (Proposed Share Issue).
Proposed		Thatthe directors of the company be authorized to raise up to $3million by the issue by the Company of
Resolution	2	convertible notes issued by the Company to sophisticated and professional investors on the terms and
		conditions set out, and as described, in accompanying the Explanatory Statement (Proposed
		Convertible Note Issue).

Voting Exclusion Statement

The following voting exclusion statement applies under the following Listing Rules of the ASX Limited ( Listing Rules ) to the following persons ( Excluded Person ) in relation to the resolutions proposed to be considered at the meeting ( Proposed Resolutions ).

Proposed		Listing Rule	A person who may participate in the Proposed Share Issue or who might obtain a
Resolution	1	7.1	benefit (except a benefit solely in the capacity of a holder of ordinary securities) if the
			resolution is passed and associates of such a person.
Proposed		Listing Rule	A person who may participate in the Proposed Convertible Note Issue or who might
Resolution	2	7.1	obtain a benefit (except a benefit solely in the capacity of a holder of ordinary
			securities) if the resolution is passed and associates of such a person.

Voting Exclusion Statement : The Company will disregard any votes cast on the Proposed Resolution by:

• an Excluded Person; and

• an associate of Excluded Person.

However, the Company need not disregard a vote if:

• it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or

• it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

DATED

21 December 2007

BY ORDER OF THE BOARD

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Gregory Knoke – Company Secretary

NOTES

Who may vote Persons whose names are set out in the register of members of the Company as at 7.OOpm (Sydney Time) on 23 January 2008 are entitled to attend and vote at the meeting convened by this notice.

Proxies A member entitled to attend and vote is entitled to appoint a proxy. A person who is entitled to cast two Appointment or more votes may appoint 2 proxies and may specify the proportion or number of votes each proxy appointed is entitled to exercise. Appointment of a proxy by a member who is a corporation must be under its common seal or the hand of its attorney or the hand of a person duly authorised by the corporation. A proxy need not be a member of the Company.

Return Of Proxy Appointment Forms

Proxy forms may be returned to the following address:

Unit 2, 35-41 Waterloo Road, North Ryde, NSW 2113

or by facsimile to: (02) 9870 7299

Signature Of A proxy appointment must be signed by the member or the member’s attorney. Where the Proxy appointment is signed by the appointor’s attorney, a certified copy of the authority, or the authority itself, must be lodged with the Company in one of the above ways by the Proxy Deadline. If facsimile transmission is used, the authority must be certified.

Body Corporate A member of the Company who is a body corporate and who is entitled to attend and voteat the Representative meeting, or a proxy who is a body corporate and who is appointed by a member of the Company entitled to attend and vote at the meeting, may appoint a person to act as its representative at the meeting by providing that person with:

• a letter or certificate, executed in accordance with the body corporate’s constitution, authorising the person as the representative; or

• a copy of the resolution, certified by the secretary or a director of the body corporate, appointing the representative.

Dulhunty Power Limited, ACN 002 679 469 Explanatory Statement

This statement explains the resolutions to be considered at the meeting ( Proposed Resolutions ) and should be read in conjunction with the notice of meeting.

Background

On 27[th] September, 2007 the Chairman of Dulhunty Power Limited ACN 002 679 469 ( Company ) announced that in line with the long term business plan for the Company:

• due diligence of a short list of potential business acquisitions was in hand; and

• in due course, subject to stringent acquisition criteria set by the board of directors of the Company ( Board ), appropriate levels of new capital would be raised to underpin the Company’s planned growth and development.

Two acquisition targets providing manufactured products to utility type customers including those already addressed by the Company have been selected for detailed investigation and talks aimed at determining an appropriate consideration have commenced.

Both the selected businesses will enhance the Company’s position within its existing markets and facilitate entry into the water, rail and mining sectors.

The Company announced on 29[th] November, 2007, agreement, in the form of a Memorandum of Understanding, with CMT Worldwide of Atlanta, USA for an exclusive license for the transfer of technology for the manufacture of fibre glass reinforced cement poles.

It is intended that a manufacturing plant for this purpose may be developed within the operations of one of the target acquisitions.

At this stage it is intended to conduct the detailed due diligence investigations required for 2 acquisition targets and to commence the development of the new technology referred to above.

The Board anticipates that the capital requirements for the expansion opportunities outlined above ( Expansion Opportunities ) will be up to $6 million.

The Board considers that, in the current state of the financial markets, the Company should position itself to take up the opportunities presented by the Expansion Opportunities in a flexible manner.

The resolutions proposed by the Company ( Proposed Resolutions ) will enable the Board to seek further funding for the Company for the Expansion Opportunities by:

• the issue of fully paid ordinary shares in the Company ( Dulhunty Shares );

• the issue of convertible notes issued by the Company that are convertible into Dulhunty Shares ( Dulhunty Convertible Notes ).

to raise further funding to facilitate the undertaking of the Expansion Opportunities at the most competitive pricing that the Board is able to achieve in the prevailing market conditions.

Shareholder Approval

Under Article 2.01 of the Constitution:

• the issue of shares of the Company is under the control of the Board;

• the Board may issue or dispose of shares of the Company to such persons at such times and on such terms and conditions and having attached to them such preferred, deferred or other special rights or such restrictions, whether with regard to dividend, voting, return of capital or otherwise as the Board think fit.

The power of the Board to issue shares of the Company is subject to the Corporations Act, the Listing Rules, the Constitution and any special rights conferred on the holders of any (class of) shares.

Listing Rules

• Listing Rule 7.1

ASX Listing Rule 7.1 may require the approval of the shareholders of the Company to the issue, or any agreement to issue, the Dulhunty Shares under Proposed Resolution 1 or Dulhunty Convertible Notes and Dulhunty Shares under Proposed Resolution 2.

ASX Listing Rule 7.1 provides that the Company can only issue up to 15% of the Company’s ‘equity securities’ (subject to certain exclusions and exceptions) in any 12 month period without obtaining shareholder approval ( 15% Limit ). Both the Dulhunty Shares and the Dulhunty Convertible Notes are ‘equity securities’ for the purposes of the Listing Rules

The Proposed Resolutions:

• may result in the 15% Limit being exceeded; and

• will enable members to consider and, if thought fit, approve for the purpose of ASX Listing Rule 7.1, the issue by the Company of Dulhunty Shares and the issue of Dulhunty Convertible Notes.

The approval of the Proposed Resolutions:

• is required under ASX Listing Rule 7.1 so that any ‘equity securities’ to be issued under the Proposed Share Issue and Proposed Convertible Note Issue ( Proposed Issues ) can be issued and allotted; and

• will also have the effect that the issue of those Shares will not be counted thereafter for the purposes of the 15% Limit under ASX Listing Rule 7.1.

Presently the Company:

• has on issue 115,183,424 Dulhunty Shares; and

• is able to issue up to 17,109,435 ‘equity securities’ before shareholder approval is required in accordance with ASX Listing Rule 7.1 ( Permitted Equity Securities Issue Limit ).

Although the Board does not presently know:

• whether the Proposed Issues will result in an issue of solely Dulhunty Shares or Dulhunty Convertible Notes or both;

• what the Board may be able to negotiate for:

• the issue price of Dulhunty Shares under the Proposed Share Issue; and

• the conversion ratio to be applied under Proposed Resolution 2 for the calculation of the number of Dulhunty Shares to be issued on the conversion of a Dulhunty Convertible Note issued under the Proposed Convertible Note Issue ( Conversion Ratio ).

the Board has reasonably determined that the Proposed Issues may breach the 15% Limit.

If shareholders approve the Proposed Resolutions, the Board is not able to state the extent to which the interests of the existing shareholders will be diluted by the Proposed Issues as the number of ‘equity securities’ to be issued is not now capable of being known

If shareholders do not approve the Proposed Resolutions, then the Company (by the Board under Article 2.01 of the Constitution) will still be able to issue ‘equity securities’ up to the Permitted Equity Securities Issue Limit.

• Listing Rule 7.3

For the purposes of ASX Listing Rule 7.3, the Company notes that:

• 1 Number Of Securities To Be Issued : It is currently anticipated that the Board will seek to raise $6 million. As noted the maximum number of ‘equity securities’ that may be issued under the Proposed Issues is not known ( Dulhunty Securities ). The number of Securities to be issued will be determined by the amount of funding finally determined by the Board to be raised on terms yet to be negotiated divided by the issue price of each category of Securities that is agreed to be issued for the purpose of completing the funding – see below ‘Minimum Price Of Securities To Be Issued’.

Therefore in that case, and assuming all the funding is raised by the issue of Dulhunty Shares at (say) 7 cents per share, a further 42,857,143 Dulhunty Shares will be issued by the Company under the Proposed Share Issue ( New Shares ). On that assumption, after completion of the Proposed Share Issue the total number of issued Shares would be 158,040,567 and the New Shares would represent 27.12% of the issued Shares of the Company – being in excess of the 15% Limit and the Takeover Restriction (see below).

Accordingly the issue of Dulhunty Shares (under either of the Proposed Resolutions) requires approval under Listing Rule 7.1 and will need to be effected so as to not breach the Takeover Provisions.

• 2 Time Limit For Issue : The Company must issue the Securities within 3 months of the date of the shareholders’ meeting.

3 Minimum Price Of Securities To Be Issued :

The minimum price for the Dulhunty Shares issued under either of the Proposed Issues will be at an amount agreed by the Board with the initial holders of the Securities. In compliance with the minimum price permitted under Listing Rule 7.3.3, that amount will be will not be less than 80% of the average ‘market price’ for Dulhunty Shares, such average to be calculated over the last 5 days on which sales in Dulhunty Shares were recorded before the day on which the issue is made.

This will apply to the Dulhunty Shares issued under Proposed Resolution 1 and also to the Conversion Ratio to be applied under Proposed Resolution 2 on the exercise of a Dulhunty Convertible Note.

In no event will the Dulhunty Shares be issued on the exercise of a Dulhunty Convertible Note for an amount less than 80% of the average ‘market price’ for Dulhunty Shares, such average to be calculated over the last 5 days on which sales in Dulhunty Shares were recorded before the day on which the issue is made.

4 Allottees : The identity and names of the allottees are not known. The allottees will be identified by the Board after identification of, and successful negotiation with, potential allottees of the Securities by the Board. However, Dulhunty Shares and Dulhunty Convertible Notes issued under the Proposed Issues will be issued to investors who are sophisticated investors (in accordance with section 708(8) of the Corporations Act), or professional investors (in accordance with section 708(11) of the Corporations Act) or to those who otherwise fall into one or more of the other exemptions set out in section 708 of the Corporations Act, and who are not directors, or associates of a director, of the Company. As a consequence the no disclosure document will be issued by the Company in relation to the Proposed Issues.

• 5 Terms Of The Securities : The terms of the Securities are as follows:

• 5.1 Dulhunty Shares : The Dulhunty Shares to be issued under the Proposed Issues will be ordinary shares in the Company quoted on ASX under the code DUL, which rank equally with all other ordinary shares issued by the Company, carry a right to vote at meetings of members and entitle the holder to receive dividends.

• 5.2 Dulhunty Convertible Notes : The Dulhunty Convertible Notes will be issued on the following terms:

• (a) Each Dulhunty Convertible Note will:

  • (i) have a principal amount for each Dulhunty Convertible Note as determined by the Board to be paid for in full on application ( Application Monies ); and

  • (ii) be issued for a 3 year term ( Term ) except the Company may elect to repay the Dulhunty Convertible Notes (see para 5.2(b)(i)).

• (b) Each Dulhunty Convertible Note will be repayable to the holder of the Convertible Note ( Noteholder ):

  • (i) at the election of the Company (on 3 months notice to the Noteholder), at any time after 12 months of the issue of the Convertible Note;

  • (ii) at the end of the Term if the Noteholder does not elect to convert the Convertible Note into Dulhunty Shares at the Conversion Ratio (see para 5.2(c)).

• (c) Each Dulhunty Convertible Note may be converted to Dulhunty Shares at the Conversion Ratio at the end of the Term if the Company has not elected to repay the Dulhunty Convertible Note before the end of the Term (see para 5.2(b)(i)).

• (d) The Application Monies for each the Convertible Note will bear interest (at a rate to be negotiated by the Board with the Noteholder of between 8% and 14% per annum) payable quarterly each year (on the last days of March, June , September and December).

• (e) Interest on a Dulhunty Convertible Note will cease to accrue on the date that Dulhunty Shares are issued on the conversion of the Dulhunty Convertible Note.

• (f) In any other case, the agreed rate of interest on a Dulhunty Convertible Note will cease to accrue upon any repayment of the Dulhunty Convertible Note to the Noteholder.

• (g) Each Dulhunty Convertible Note will be secured against assets of the Company and will not be transferable.

• (h) Each Dulhunty Convertible Note will be entitled (on terms to be negotiated by the Board with the Noteholder) to:

  • (i) participate in any offer to holders of Duhunty Shares to subscribe for cash for securities of the Company (whether by way of renouncement or non-renounceable rights or otherwise but not including by way of any dividend reinvestment plan or like arrangement);

  • (ii) participate in any bonus share issue to holders of Dulhunty Shares to be issued credited as fully paid by way of capitalisation of profits or reserves or share premium account or capital redemption reserve fund.

• (i) If and whenever before the end of the Term a Noteholder is the holder of a Dulhunty Convertible Note and the Company reduces its issued Dulhunty Shares, subject to no additional benefits being conferred on holders of Dulhunty Convertible Notes which are not conferred on holders of Dulhunty Shares, the right of each holder of Dulhunty Convertible Notes will be reduced in the same proportion and manner as the issued Dulhunty Shares are reduced, but in all other respects the terms of conversion of the Dulhunty Convertible Notes will remain unchanged.

• (j) If and whenever prior to the end of the Term a Noteholder is the holder of Dulhunty Convertible Notes and a Part A Statement or a Part C Statement in accordance with the provisions of the Corporations Act 2001 (Cth) is served upon the Company by any person,then the Noteholder may require the Company to convert all of the Dulhunty Convertible Notes held by the Noteholder into Dulhunty Shares. To be effective any such written notice given by a Noteholder must:

• 6 Intended Use Of Funds : The funds will be applied in undertaking the Further Expansion Opportunities.

• 7 Allotment Date : It is proposed that:

• (a) any Dulhunty Shares subscribed for be issued and allotted on the day member approval is received for that issue (that is, the date of this meeting being 28 January 2008) or, if that is not practicable, within 3 months of that date; and

• (b) any Shares issued pursuant to a Convertible Note be issued within 5 business days of the Conversion Date.

Corporations Act

• Takeover Restriction

Section 606 of the Corporations Act prohibits any acquisition of voting shares in a listed company otherwise than as provided by the Corporations Act, if immediately after that acquisition a person previously ‘entitled’ to:

• less than 20% of the voting shares, would be entitled to more than 20%; or

• a person previously ‘entitled’ to between 20% and 90% of the voting shares would be entitled to a greater percentage.

The Corporations Act provides a number of exemptions from the general prohibition contained in section 606 ( Takeover Restriction ) which avoid the necessity of a formal takeover bid when those thresholds are exceeded.

One exemption is provided under section 611(7) of the Corporations Act ( Approval by Resolution of Target Exemption ) which permits an acquisition of ‘relevant interests’ in a company’s voting shares where a resolution is passed at a general meeting of the target company and no votes are cast in favor of the of the resolution by:

• the person proposing to make the acquisition and their associates; or

• the persons (if any) from whom the acquisition is to be made and their associates.

If the Proposed Resolutions are passed they will not constitute an Approval by Resolution of Target Exemption. As a consequence the Takeover Restriction will apply to the issue of all Dulhunty Shares that are issued under any of the Proposed Resolutions.

As a consequence no Dulhunty Shares issued under the Proposed Issues will be issued to a person to increase the voting power of the person, or the voting power of an associate of the person, in the Company from 20% or below to more than 20% or from a starting point that is above 20% and below 90%.

Directors’ Recommendation

The Board of the Company recommends that members vote in favour of approving the Proposed Resolution.

Dulhunty Power Limited

ACN 002627469 Proxy

I/We of _ of _ of __	I/We of _ of _ of __	, _______ (name of shareholder) ,being a member/s of the abovenamed company, appoint ______ (name of proxy) (address of proxy) or, in his absence, ______ (name of alternate proxy) ______ (address of alternate proxy)
	___
	___ __

or if failing the persons named, or if no persons are named, the Chair of the meeting as my/our proxy, and to vote in accordance with the following directions (or if no directions have been given, as the proxy sees fit) at the general meeting of the company to be held on the 28[th] day January 2008, and at any adjournment of that meeting.

Voting Directions To The Proxy – please mark X in the grey squares to indicate your directions

Proposed Resolution 1 Approval of the Proposed Share Issue Proposed Resolution 2 Approval of the Proposed Note Issue	For	Against	Abstain*

• If you mark the abstain box for a particular item, you are directing your proxy not to vote on your behalf on a show of hands or on a poll, or if your votes entitlement cannot be voted by the Chairman of the Meeting, your votes will not be counted in computing the required majority on a poll.

Signed this day of 20

------------------------------------------------Signature

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If the appointer is a corporation, this form should be signed by an officer of that corporation duly authorised.

Notes For Completion Of Proxy Form

• If the company holding the meeting is a public company a member's right to appoint a proxy is governed by section section 249X of the Corporations Act 2001 (Cth).

• To be effective, forms appointing proxies must be lodged at the registered office of the company or at the following facsimile number (02) 9870 7299, not less than 48 hours before the time of the meeting.