KALINA POWER LIMITED — Proxy Solicitation & Information Statement 2013

Jul 11, 2013

WASABI ENERGY LIMITED ACN 000 090 997

NOTICE OF GENERAL MEETING

TIME : 11.30am (EST) DATE : 9 August 2013 PLACE : Level 25, Bourke Place, 600 Bourke Street, Melbourne, VIC, 3000

This Notice of Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting.

Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary on (03) 9663 7132.

CONTENTS PAGE

Notice of General Meeting (setting out the proposed resolutions)	3
Explanatory Statement (explaining the proposed resolutions)	5
Glossary	8
Proxy Form	11

TIME AND PLACE OF MEETING AND HOW TO VOTE

VENUE

The General Meeting of the Shareholders of Wasabi Energy Limited to which this Notice of Meeting relates will be held at 11.30 am (EST) on 9 August 2013 at:

Level 25, Bourke Place, 600 Bourke Street, Melbourne, VIC, 3000

YOUR VOTE IS IMPORTANT

The business of the General Meeting affects your shareholding and your vote is important.

VOTING IN PERSON

To vote in person, attend the General Meeting on the date and at the place set out above.

VOTING BY PROXY

To vote by proxy, please complete and sign the proxy form enclosed and send the proxy form:

(a) by post to Wasabi Energy Limited, Level 9, 175 Collins Street, Melbourne, VIC 3000;

or

• (b) by facsimile to the Company on facsimile number +61 3 9650 0066,

so that it is received not later than 11.30am (EST) on 7 August 2013.

Proxy forms received later than this time will be invalid.

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NOTICE OF GENERAL MEETING

Notice is given that a General Meeting of Shareholders of Wasabi Energy Limited will be held at Level 25, Bourke Place, 600 Bourke Street, Melbourne, VIC, 3000, at 11.30 am (EST) on 9 August 2013

The Explanatory Statement to this Notice of Meeting provides additional information on matters to be considered at the General Meeting. The Explanatory Statement and the proxy form are part of this Notice of Meeting.

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the General Meeting are those who are registered Shareholders of the Company at the close of business on 7 August 2013.

Terms and abbreviations used in this Notice of Meeting and Explanatory Statement are defined in the Glossary.

BUSINESS

1. RESOLUTION 1 - RATIFICATION OF PRIOR ISSUE OF SECURITIES

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :

“That for the purposes of Listing Rule 7.1, subsequent approval is given under Listing Rule 7.4 to the issue on 31 December 2012 of 257,500,000 options and on 25 January 2013 of 42,500,000 options, all exercisable at 2 cents per share on or before 14 December 2013 and otherwise on the terms and conditions set out in the Explanatory Statement.”

2. RESOLUTION 2 – APPROVAL TO ISSUE SECURITIES

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :

“That for the purposes of Listing Rule 7.1, the Directors are authorised to issue to Augut Clean Energy Pty Ltd 150,000,000 ordinary shares at an issue price of 1 cent each and 150,000,000 options exercisable on or before 30 June 2014 at an exercise price 1 cent per share and otherwise on the terms and conditions set out in the Explanatory Statement.”

3. RESOLUTION 3 – APPROVAL TO ISSUE SECURITIES

To consider, and if thought fit, to pass with or without amendment, the following resolution as an ordinary resolution :

“That for the purposes of Listing Rule 7.1, the Directors are authorised to issue up to 300,000,000 Shares at an issue price that is at least 80% of the average market price for the Company’s Shares (calculated over the last 5 days on which sales in the Shares were recorded before the day of any issue) or a lesser number of Shares at that issue price with attaching Options exercisable on or before 30 June 2014 at an exercise price of 1 cent, and otherwise on the terms and conditions set out in the Explanatory Statement which accompanies, and forms part of, this Notice of Meeting with the number of Shares and Options not to exceed 300,000,000 in aggregate.”

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4. RESOLUTION 4 – APPROVAL TO ISSUE OPTIONS TO A DIRECTOR RELATED ENTITY

To consider, and if thought fit, to pass the following resolution as an ordinary resolution :

“That for the purposes of Listing Rule 10.11, the directors are authorised to issue 50,000,000 options to acquire ordinary shares at an exercise price of 2 cents per shares on or before 14 December 2013 to Arcourt Resources NL, a company associated with Mr John Byrne, a director of the Company, on the terms and conditions set out in the Explanatory Statement.

Voting Exclusions :

1. The Company will disregard any votes cast on resolution 1 by a person who participated in the issue the subject of the resolution and any associate of those persons. However, the Company need not disregard a vote if it is cast by a person as a 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.

2. The Company will disregard any votes cast on resolution 2 by Augut Clean Energy Pty Ltd (and any associate of Augut Clean Energy Pty Ltd)or a person who might obtain a benefit, except solely in the capacity of a holder of ordinary shares, if the resolution is passed. 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.

3. The Company will disregard any votes cast on Resolution 3 by a person who might participate in the proposed issue and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities if the resolution is passed. 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.

4. The Company will disregard any votes cast on resolution 4 by Arcourt Resources NL (and any associate of Arcourt Resources NL). 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: 11 July 2013

BY ORDER OF THE BOARD

WASABI ENERGY LIMITED

ALWYN DAVEY

COMPANY SECRETARY

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EXPLANATORY STATEMENT

This Explanatory Statement has been prepared for the information of the Shareholders of the Company in connection with the business to be conducted at the General Meeting to be held at Level 25, Bourke Place, 600 Bourke Street, Melbourne, VIC, 3000 on 9 August 2013 at 11.30 am (EST).

The purpose of this Explanatory Statement is to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions in the Notice of Meeting.

1. RESOLUTION I– RATIFICATION OF PRIOR ISSUES

(a) Issue of 257,500,000 options and 42,500,000 options

On 3 January, 2013, the Company announced that it had raised $6,150,000 and on 29 January 2013 announced that it had raised a further $850,000 through the issue of secured loan notes (Notes), with the funds used to finance the further development of Wasabi New Energy Asia, the dedicated entity for the ongoing roll out of the Kalina Cycle® Technology throughout Asia.

The Company also granted to the subscribers to the Notes 300,000,000 options in aggregate (called warrants in the United Kingdom, where the majority of the lenders reside) to acquire ordinary shares in the Company exercisable on or before 14 December 2013 at the exercise price of 2 cents per share, and otherwise on the terms set out in Schedule 1. A further 50,000,000 options were granted subject to shareholder approval as set out in 3 below. These options were granted for nil consideration.

The options were issued to institutional investors in the United Kingdom.

2. RESOLUTION 2 – APPROVAL TO ISSUE SECURITIES

On 31 May 2013, the Company announced that Augut Clean Energy Pty Ltd (ACE) had subscribed for 150,000,000 ordinary fully paid shares at an issue price of 1 cent per share to raise $1,500,000 with an attaching option to acquire a further share exercisable on or before 30 June 2014 at an exercise price of 1 cent per share for no further consideration, and otherwise on the terms set out in Schedule 2.

On 26 June 2013, the Company announced that ACE had not yet paid the subscription monies in relation to those shares and options.

Listing Rule 7.1 limits a company’s ability to issue securities in excess of 15% of its ordinary issued capital in a 12 month period. While the Company has the placing capacity to issue the 150,000,000 shares and the majority (but not all) of the options subscribed for by ACE, given the delay in payment by ACE, the Company has decided to seek approval from shareholders to the placement to ACE prior to issuing the shares and options, so that the placement will not limit the Company’s placing capacity.

The funds raised from the issue will be used as additional capital.

The shares proposed to be issued to ACE under the placement will rank equally with the other ordinary fully paid shares on issue in the Company. They will be issued to ACE no later than 3 months after the date of the meeting.

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3. RESOLUTION 3 – APPROVAL TO ISSUE SECURITIES

If for any reason the placement to ACE referred to above, does not occur, the Directors are seeking shareholder approval to Resolution 3 in order to provide flexibility to the Directors.

The 300,000,000 securities for which the Directors are seeking approval to issue represent 9.4% of the number of ordinary Shares currently on issue. The securities may be shares, with or without attached options, but the aggregate number of shares and options will not exceed 300,000,000 and the number of options to be issued would not exceed the number of shares issued.

The issue price of any shares issued under Resolution 3 will be at least 80% of the average market price for the Company’s Shares (calculated over the last 5 days on which sales in the Shares were recorded before the day of any issue.

The shares to be issued are fully paid ordinary shares ranking equally with all other ordinary shares in the Company.

Any options issued under Resolution 3 will be issued on the terms and conditions set out in Schedule 2.

In the event the placement to ACE does not proceed, the Company will seek to identify, and to place the greater part of the securities with a strategic investor who can act as a corner stone to the further development of the Company and the companies in which it holds an interest.

The funds raised from the issue of shares, and any further funds raised as a result of the exercise of options, will be used for general working capital and to pursue possible further investment opportunities which may arise.

The securities will be issued to professional and sophisticated investors, or to other persons to whom the securities can be issued without a disclosure document under the Corporations Act. No securities will be issued to related parties of the Company.

The securities will be issued no later than 3 months after the date of the meeting. The issue will occur progressively as investors are secured.

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4. RESOLUTION 4 - APPROVAL TO ISSUE OPTIONS TO A COMPANY ASSOCIATED WITH A DIRECTOR

In its announcement to the market on 3 January 2013 in relation to the Notes referred to above, the Company disclosed that Arcourt Resources NL, a company associated with Mr John Byrne, a director of the Company, had subscribed $1,000,000 to the Note issue, and that the issue of options to Arcourt, to treat it equally with the other subscribers to the Notes, was subject to shareholder approval. The funds raised by the note are being used as working capital and for investment into Wasabi New Energy Asia Limited, a subsidiary of the Company.

Listing Rule 10.11 prohibits the issue of securities to a director, or a party related to a director, without shareholder approval (with certain exceptions, none of which apply here).

The Company therefore seeks shareholder approval to issue 50,000,000 options to Arcourt to put it on the same footing as the other subscribers to the Notes. The options will be issued for no further consideration.

The options will be issued on the terms set out in Schedule 1; and will be issued not more than 1 month after the date of the meeting.

The exercise price of the options may be offset against repayment of the loan represented by the Notes.

5. ENQUIRIES

Shareholders are required to contact the Executive Chairman or Company Secretary on +61 (3) 9663 7132 if they have any queries in respect of the matters set out in these documents.

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GLOSSARY

$ means Australian dollars.

ASX means ASX Limited (ACN 008 624 691).

Board means the board of directors of the Company.

Company means Wasabi Energy Limited (ACN 000 090 997).

Constitution means the Company’s constitution.

Corporations Act means the Corporations Act 2001 (Cth).

Directors mean the current directors of the Company.

Explanatory Statement means the explanatory statement to the Notice.

Listing Rules means the Listing Rules of ASX.

Meeting means the meeting convened by the Notice.

Notice means the notice of general meeting accompanying this Explanatory Statement.

Resolution means the resolutions set out in the Notice, or any one of them, as the context requires.

Share means a fully paid ordinary share in the Company.

Shareholder means a holder of a Share.

EST means Eastern Standard Time.

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SCHEDULE 1

The options referred to in Resolution 1 were issued on the following terms and conditions.

• (a) the exercise price of each option is 2 cents per Share;

• (b) the options are exercisable before 5.00 pm (Melbourne time) on 14 December 2013 (Expiry Date);

• (c) all Shares issued upon exercise of the options will rank pari passu in all respects with the Company’s then issued Shares;

• (d) the options will be unlisted, and no quotation will be sought from ASX for the options;

• (e) the options are transferable;

• (f) there will be no participation rights inherent in the options to participate in the new issues of capital by the Company offered to shareholders during the currency of the options; and

• (g) in the event of a reorganisation of the capital of the Company, the rights of the holder arising from the options will be changed to the extent necessary to comply with the ASX Listing Rules applying to a reorganisation of capital at the time of the reorganisation.

• (h) at any time on or before the date that is 5 Business Days before 14 December 2013 an option holder may give written notice (‘’Exercise Notice’’) to the Company that the option holder wishes to exercise the number of options specified in the Exercise Notice.

• (i) The obligation of the option holder to pay the Exercise Price to the Company shall be satisfied by such obligation to pay subscription moneys being set-off on the date such subscription moneys are payable against the outstanding amount owed by the Company to the option holder under the Secured Loan Agreement.

• (j) the Company must allot and issue Shares upon the exercise of options with the ASX Listing Rules and apply to ASX for official quotation of those Shares.

• (k) Any exercise of options under paragraph (i) will discharge the Company’s liability to the option holder under the Secured Loan Agreement to the extent of the amount subscribed for Shares.

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SCHEDULE 2

The Options to be granted to Augut Clean Energy Pty Ltd if shareholders approve resolution 2 and any options issued under Resolution 3, will entitle the holder to subscribe for and be allotted Ordinary Shares on the following terms and conditions:

• (a) each Option entitles the holder to subscribe for one Ordinary Share at an exercise price per Option of 1 cent;

• (b) the Options are exercisable, at any time prior to 5.00pm Melbourne time on 30 June 2014 (Expiry Date). Options not exercised on or before the Expiry Date will automatically lapse;

• (c) the Options may be exercised wholly or in part by completing an application form for Shares (Notice of Exercise) delivered to the Company and received by it any time prior to the Expiry Date;

• (d) upon the exercise of the Options and receipt of all relevant documents and payment, Ordinary Shares will be issued ranking pari passu with the then issued Ordinary Shares.

• (e) The Company will apply to ASX to have the Ordinary Shares issued pursuant to the exercise of Options granted official quotation and to AIM for the Shares to be admitted to trading on AIM.

• (f) An Option certificate, including a summary of the terms and conditions of the Options including the Notice of Exercise will be sent to the Option Holder within 3 business days of the Subscription Letter entered into;

• (g) any Notice of Exercise received by the Company’s share registry on or prior to the Expiry Date will be deemed to be a Notice of Exercise as at the Business Day following the day of receipt of the Notice of Exercise

• (h) there are no participating entitlements inherent in the Options to participate in new issues of capital which may be offered to Shareholders during the currency of the Options. Prior to any new pro rata issue of securities to Shareholders, holders of Options will be notified by the Company and will be afforded 10 Business Days before the record date (to determine entitlements to the issue), to exercise Options;

• (i) in the event of any reorganisation of the issued capital of the Company prior to the Expiry Date, the rights of an optionholder will be changed to the extent necessary to comply with the ASX Listing Rules applying to a reorganisation of capital at the time of the reorganisation;

• (j) Subject to the Corporations Law, the ASX Listing Rules and the Company’s Constitution, the Options may be transferred at any time prior to the Expiry Date;

• (k) Ordinary Shares issued pursuant to the exercise of an Option will be issued not more than 7 days after the date of Notice of Exercise.

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PROXY FORM

APPOINTMENT OF PROXY WASABI ENERGY LIMITED ACN 000 090 997

GENERAL MEETING

I/We

being a Member of Wasabi Energy Limited entitled to attend and vote at the Meeting, hereby

Appoint

Name of proxy OR

Mark this box if you wish to appoint the Chairman of the Meeting as your proxy

or failing the person so named or, if no person is named, the Chairman of the Meeting or the Chairman’s nominee, to vote in accordance with the following directions or, if no directions have been given, as the proxy sees fit at the General Meeting to be held at 11.30 am (EDST), on 9 August 2013 at Level 25, Bourke Place, 600 Bourke Street, Melbourne, VIC, 3000 and at any adjournment thereof.

Voting on Business of the General Meeting

FOR AGAINST ABSTAIN

Resolution 1 – Ratification of Prior Issue of Securities Resolution 2 – Approval to Issue Securities Resolution 3 – Approval to Issue Securities Resolution 4 – Approval to Issue Options to a director related entity

If you mark the abstain box for a particular item, you are directing your proxy not to vote on that item on a show of hands or on a poll and that your shares are not to be counted in computing the required majority on a poll.

If two proxies are being appointed, the proportion of voting rights this proxy represents is

%

Signed this day of 2013

By:

Individuals and joint holders

Companies (affix common seal if appropriate)

Signature Signature Signature

Director Director/Company Secretary Sole Director and Sole Company Secretary

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WASABI ENERGY LIMITED ACN 000 090 997

Instructions for Completing ‘Appointment of Proxy’ Form

1.

A member entitled to attend and vote at a Meeting is entitled to appoint not more than two proxies to attend and vote on their behalf. Where more than one proxy is appointed, such proxy must be allocated a proportion of the member’s voting rights. If the shareholder appoints two proxies and the appointment does not specify this proportion, each proxy may exercise half the votes.

1. A duly appointed proxy need not be a member of the Company. In the case of joint holders, all must sign.

2. Corporate shareholders should comply with the execution requirements set out on the Proxy Form or otherwise with the provisions of Section 127 of the Corporations Act. Section 127 of the Corporations Act provides that a company may execute a document without using its common seal if the document is signed by:

3. 2 directors of the company;

4. a director and a company secretary of the company; or

5. for a proprietary company that has a sole director who is also the sole company secretary – that director.

For the Company to rely on the assumptions set out in Section 129(5) and (6) of the Corporations Act, a document must appear to have been executed in accordance with Section 127(1) or (2). This effectively means that the status of the persons signing the document or witnessing the affixing of the seal must be set out and conform to the requirements of Section 127(1) or (2) as applicable. In particular, a person who witnesses the affixing of a common seal and who is the sole director and sole company secretary of the company must state that next to his or her signature.

1. Completion of a Proxy Form will not prevent individual shareholders from attending the Meeting in person if they wish. Where a shareholder completes and lodges a valid proxy form and attends the Meeting in person, then the proxy’s authority to speak and vote for that shareholder is suspended while the shareholder is present at the Meeting.

2. Where a Proxy Form or form of appointment of corporate representative is lodged and is executed under power of attorney, the power of attorney must be lodged in like manner as this proxy.

3. To vote by proxy, please complete and sign the proxy form enclosed and send the proxy form:

4. (a) by post to Wasabi Energy Limited, Level 9, 175 Collins Street, Melbourne, 3000 Victoria;

or

• (b) by facsimile to the Company on facsimile number +61 3 96500066,

so that it is received not later than 11.30am (EST) on 7 August 2013.

Proxy forms received later than this time will be invalid.

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