TALIUS GROUP LIMITED — AGM Information 2007

Apr 10, 2007

ADVANCE ENERGY LIMITED

ACN 111 823 762

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the Annual General Meeting of Shareholders of the Company will be held at Advance Energy Limited, Suite 4, 16 Ord Street, West Perth WA 6005 on Monday, 21 May 2007 at 10:00 AM (WST) ("Meeting").

The Proxy Form forms part of this Notice of Annual General Meeting ("Notice").

The Directors have determined pursuant to regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered as Shareholders of the Company at 10.00AM on 20 May 2007 (WST).

Terms and abbreviations used in this Notice and the Explanatory Memorandum are defined in Schedule 1.

This Notice should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their accountant, solicitor or other professional adviser prior to voting.

Should you wish to discuss any matter please do not hesitate to contact the Company Secretary by telephone on +61 (08) 9486 1122.

AGENDA

Financial Report

To receive the financial report of the Company and its controlled entities for the year ended 31 December 2006 together with a Directors' report in relation to that financial year and the auditor's report on the financial report.

Resolution 1 - Adoption of Remuneration Report $\mathbf{1}$

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

"That the Remuneration Report be adopted by the Shareholders on the terms and conditions in the Explanatory Memorandum."

$\overline{2}$ Resolution 2 - Re-election of Mr Gordon Sklenka as a Director

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

"That Mr Gordon Sklenka, who retires in accordance with the Constitution and, being eligible, offers himself for re-election, be re-elected as a Director."

$\mathcal{R}$ Resolution 3 - Approval of Placement Facility

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

"That, in accordance with ASX Listing Rule 7.1 and for all other purposes, the Company approves and authorises the Directors to issue up to 20,000,000 Shares at an issue price not less than 80% of the average market price for Shares on the five trading days prior to the issue of the Shares ("Placement Facility") to institutional and professional and sophisticated investors on the terms and conditions outlined in the Explanatory Memorandum."

Voting Exclusion

The Company will disregard any votes cast on this Resolution by a person who may participate in the issue and might obtain a benefit (except a benefit solely in their capacity as holders of ordinary securities) if the Resolution is passed, or any associate of that person.

However, the Company will not disregard a vote if:

• it is cast by the person as proxy for a person ${a}$ who is entitled to vote, in accordance with directions on the Proxy Form; or
• it is cast by the person chairing the Meeting as $(b)$ 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. Resolution 4 - Approval of Convertible Note issue

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

"That, in accordance with ASX Listing Rule 7.1 and for all other purposes, the Company approves and authorises the Directors to issue up to 15,000,000 convertible notes each with a face value of not less than 80% of the average market price for Shares on the five trading days prior to the issue of the Convertible Notes ("Convertible Note Issue") to

institutional and professional and sophisticated investors on the terms and conditions outlined in the Explanatory Memorandum."

Voting Exclusion

The Company will disregard any votes cast on this Resolution by a person who may participate in the issue and might obtain a benefit except a benefit solely in their capacity as holders of ordinary
securities if the Resolution is passed, or an associate of that person.

However, the Company will not disregard a vote if:

• ${a}$ it is cast by the person as proxy for a person who is entitled to vote, in accordance with directions on the Proxy Form; or
• it is cast by the person chairing the Meeting as $(b)$ proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

5. Resolution 5 - Ratification of Prior Options Issues

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

"That, in accordance with ASX Listing Rule 7.4, the Shareholders ratify the issue of:

• 1,000,000 Options to Bardev Pty Ltd; {i}
• (ii) 3,000,000 Options to Anndev Pty Ltd;
• (iii) 1,000,000 Options to Mr Lance Camacho; and
• (iv) 250,000 Options to Mr Carl Carter,

("Prior Options Issues") in accordance with the terms in the Explanatory Memorandum."

Voting Exclusion

The Company will disregard any votes cast on a resolution by a person who participated in the Prior Options Issues, or an associate of those persons.

However, the Company will not disregard a vote if:

• (a) It is cast by the person as proxy for a person who is entitled to vote, in accordance with directions on the Proxy Form; or
• (b) 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.

By Order of the Board

Lance Camacho Company Secretary 11 April 2007

ADVANCE ENERGY LIMITED ACN 111 823 762

EXPLANATORY MEMORANDUM

$\overline{1}$ Introduction

This Explanatory Memorandum has been prepared for the information of Shareholders of the Company in connection with the business to be conducted at the Annual General Meeting to be held at Advance Energy Limited, Suite 4, 16 Ord Street, West Perth WA, on Monday, 21 May 2007 at 10:00 AM (WST).

The purpose of this Explanatory Memorandum is to provide information the Board of Directors believes is material to Shareholders in relation to the resolutions set out in the Notice. The Explanatory Memorandum explains the resolutions and identifies the Directors' decisions for putting them to Shareholders.

$\overline{2}$ Resolution 1 - Adoption of Remuneration Report

Pursuant to section 250R(2) of the Corporations Act. the Company is required to put the Remuneration Report to the vote of Shareholders. The Annual Report for the year ended 31 December 2006 contains a Remuneration Report which sets out the remuneration policy for the Company and reports the remuneration arrangements in place for the executive Directors, specified executives and non-executive directors.

The provisions of the Corporations Act provide that Resolution 1 need only be an advisory vote of Shareholders.

Accordingly, Resolution 1 is advisory only and does not bind the Directors. Of itself, a failure of Shareholders to pass Resolution 1 will not require the Directors to alter any of the arrangements in the Remuneration Report, however, the Board will take the outcome of the vote into consideration when considering the remuneration policy.

The chairman of the Meeting will allow a reasonable opportunity for Shareholders as a whole to ask about, or make comments on, the Remuneration Report.

$\mathbf{3}$ Resolution 2 - Re-election of Mr Gordon Sklenka as a Director

The Constitution requires that one third of the Directors must retire at each annual general meeting and provides that a Director who retires is eligible for reelection

Pursuant to the Constitution, Mr Gordon Sklenka will retire by rotation and seek re-election.

A brief CV of Mr Gordon Sklenka is included in the Annual Report.

The Board believes that Mr Gordon Sklenka has performed the duties and responsibilities of a director diligently and professionally, in the best interests of all Shareholders

The Board unanimously supports the re-election of Mr Gordon Sklenka.

4. Resolution 3 - Approval of Placement Facility

$4.1$ General

Resolution 3 seeks Shareholder approval pursuant to Listing Rule 7.1 for the Placement Facility whereby the Directors will issue and allot up to 20,000,000 Shares at a price which is not less than 80% of the average market price of the Shares (calculated per Share) on the 5 trading days on which sales were recorded prior to the issue of the Shares under the Placement Facility.

The Company has no current plans to utilise the Placement Facility. However, given the Company's current business strategy to aggressively pursue acquisitions with existing production by a combination of equity and debt where value can quickly be added to the project by enhancing production though stimulating existing wells, undertaking step out wells and bringing behind pipe reserves to production, the Company believes that the Placement Facility will give it the ability to quickly react to opportunities. The Placement Facility will also be used to expedite the development activities at the recently acquired Palo Pinto project.

4.2 Listing Rule 7.1 - Shareholder Approval

Listing Rule 7.1 requires that Shareholder approval be obtained for any issue of securities by a listed company, where the securities proposed to be issued represent more than 15% of the Company's securities then on essi p

The issue of 20,000,000 Shares will exceed the Company's current 15% capacity for the purposes of Listing Rule 7.1. Accordingly, Shareholder approval is sought in accordance with Listing Rule 7.3.

Specific information required by Listing Rule 7.3 $4.3$

Listing Rule 7.3 requires that information be provided to Shareholders for the purposes of obtaining Shareholder approval in accordance with Listing Rule 7.1 as follows:

• (a) the maximum number of Shares the Company can issue under the Placement Facility is 20,000,000 Shares:
• (b) the Company will issue the Shares no later than 3 months after the date of the Annual General Meeting (or such longer period of time as ASX may, in its discretion, allow pursuant to a waiver of ASX Listing Rule 7.3.2);
• the issue price of the Shares to be issued under the $(c)$ Placement Facility will be at least 80% of the average market price of the Shares on the 5 trading days on which sales were recorded prior to the issues of the Shares under the Placement Facility (calculated per Share);
• (d) the identities of the participants in the Placement are unknown, however they will be institutional, professional and sophisticated investors who are not related parties of the Company;

• (e) the Shares are ordinary fully paid shares in the capital of the Company;

• (f) the amount that the Placement Facility will raise is unknown at this time as the price at which the Placement Facility will be undertake is unknown. However, if the closing Share price of \$0.45 on 2 April is used the Placement Facility will raise \$9,000,000 (before issue costs) and the funds will be used as set out in Section 4.1;

• the allotment of Shares under the Placement Facility $(a)$ will occur progressively; and
• (h) a voting exclusion statement is included in the Notice

5. Resolution 4 - Approval of Convertible Note Issue

$5.1$ General

Resolution 4 seeks Shareholder approval pursuant to Listing Rule 7.1 for Directors to issue and allot up to 15,000,000 Convertible Notes each with a face value of not less than 80% of the average market price of the Shares (calculated per Share) on the 5 trading days on which sales were recorded prior to the issue of Convertible Notes under the Convertible Note Issue.

The Company has no current plans to undertake the Convertible Note Issue. However, given the Company's current business strategy to aggressively pursue acquisitions with existing production by a combination of equity and debt where value can quickly be added to the project by enhancing production though stimulating
existing wells, undertaking step out wells and bringing behind pipe reserves to production, the Company believes that the Convertible Note Issue will give it the ability to quickly react to opportunities. The Convertible Note Issue will also be used to expedite the development activities at the recently acquired Palo Pinto project.

5.2 Listing Rule 7.1 - Shareholder Approval

Listing Rule 7.1 requires that Shareholder approval be obtained for any issue of securities by a listed company, where the securities proposed to be issued represent more than 15% of the Company's securities then on issue i

The issue of 15,000,000 Convertible Notes will exceed the Company's current 15% capacity for the purposes of Listing Rule 7.1.

Accordingly, Shareholder approval is sought in accordance with Listing Rule 7.1.

5.3 Terms of the Convertible Notes

Material terms of the Convertible Notes are as follows:

• $(a)$ Coupon rate of a maximum of 11% per annum with interest accruing daily and payable three months in arrears.
• $(b)$ Unless converted by the Noteholder, the term of each Convertible Note will have a minimum term of 18 months and maximum term of 36 months. The Company will repay the Noteholder the face value of each Convertible Note at expiry of the term.
• Convertible Notes are unsecured, unlisted and $(c)$ cannot he transferred
• The Company may pay an upfront fee of up to 5% $(d)$ on the amount of the Convertible Note to the Noteholder.

• The convertible note may be converted by the $(e)$ Noteholder at any time after 30 June 2006 at the Face Value of the Convertible Note (which will be at least 80% of the average market price of Shares in the 5 days on which sales were recorded prior to the Convertible Note Issue).

• $\langle f \rangle$ If all of the Convertible Notes are repaid or converted then the Convertible Notes are automatically cancelled and may not be re-issued.

• If at any time the Company makes a bonus issue ${q}$ then the Company must issue the same number of bonus securities to the Noteholder that the Noteholder would have been entitled to receive if the Noteholder had converted the Convertible Note immediately before the issue of the bonus securities.
• If the Company undertakes any capital $(h)$ reconstruction then, subject to the Listing Rules. the entitlement of the Noteholder to convert the Convertible Note must be reconstructed in the same proportion and manner as the reconstruction.
• The Company must give the Noteholder notice of $(i)$ all general meetings and the Noteholder may attend general meetings but may not vote unless permitted by the Corporations Act or the Listing .
  Rules.
• The Noteholder may by written notice to the 甾 Company declare the Convertible Note due and payable on the occurrence of any of the following events:
• the Company fails to make any payment (i) due in accordance with the note conditions within 20 business days of the due date;
• the Company makes default in duly 俏 performing or observing any of the undertakings or agreements contained in the Convertible Note:
• $\langle \hat{\mathbf{H}} | \rangle$ any representation or warranty contained in the Convertible Note is found to be false or misleading in any material respect;
• a judgment is entered against the ΪM Company on a claim not covered by insurance and such judgments in the opinion of the Noteholder has a material adverse effect on the financial position of the Company;
• a petition is lodged and is not withdrawn $\langle \forall \rangle$ within 14 business days of lodgement or is not contested on a bona fide basis or an order is made or a resolution is passed for winding up of the Company or placing the Company under voluntary administration or any meetings convened for the purposes of considering the said .
  resolutions:
• a receiver or a receiver and manager or (vi) administrator of the undertaking property of the Company is appointed;
• the Company suspends payments of its $\langle \hat{W} \rangle$ debts or the Company without the consent of the Convertible Noteholder ceases or threatens to cease to carry on a substantial part of its business;
• (viii) the Company fails to comply with any of its other obligations under the Convertible Note conditions or without prior consent of the Noteholder, the Company undertakes a reorganisation of capital;
• $(x)$ any other event occurs which has a material adverse effect;
• the main business undertaking of the ${x}$ Company is sold; or
• the Company is removed from the official (xi) list of the ASX.

5.4 Specific information required by Listing Rule 7.3

Listing Rule 7.3 requires that information be provided to Shareholders for the purposes of obtaining Shareholder approval in accordance with Listing Rule 7.1 as follows:

• the maximum number of Convertible Notes the ${a}$ Company can issue under the Convertible Note Issue is 15,000,000 Convertible Notes (and 15,000,000 Shares on conversion);
• $(b)$ the Company will issue the Convertible Notes no later than 3 months after the date of the Annual General Meeting (or such longer period of time as ASX may, in its discretion, allow pursuant to a waiver of ASX Listing Rule 7.3.2):
• the Convertible Notes will each be issued at a face $(c)$ value price of at least 80% of the average market price of Shares on the 5 trading days on which sales were recorded prior to the issue of Convertible Notes under the Convertible Note Issue.
• the Convertible Notes under the Convertible Notes $(d)$ Issue will be issued to institutional, professional and sophisticated investors (none of whom are related parties of the Company or their associates);
• ${p_i}$ the terms of the Convertible Notes are set out in section 5.3;
• the funds raised from the Convertible Note Issue will $\langle f \rangle$ be used as set out in Section 5.1 of the Explanatory Memorandum:
• the allotment of Convertible Notes will occur ${q}$ progressively; and
• a voting exclusion statement is included in the $(h)$ Notice.

6. Resolution 5 - Ratification of Prior Options Issues

6.1 General

Resolution 5 seeks Shareholder approval for the ratification of the Prior Options Issue, under Listing Rule $7.4.$

On 15 December 2006 the Company issued the following Options:

• 1,000,000 Options with an exercise price of \$0.60 $(a)$ to Bardev Pty Ltd;
• $(b)$ 3,000,000 Options with an exercise price of \$0.60 to Anndev Pty Ltd;

$(c)$ 1,000,000 Options with an exercise price of \$0.60 to Mr Lance Camacho.

On 29 December 2006 the Company issued 250,000 Options with an exercise price of \$0.65 to Mr Carl Carter.

6.1 Listing Rule 7.4 - Shareholder Approval

The Options were issued within the 15% limit permitted under Listing Rule 7.1, without the need for Shareholder approval. The effect of Shareholders passing Resolution 5 by ratifying the Prior Options Issues will be to restore the Company's ability to issue securities within that limit, to the extent of the 5,250,000 Options.

6.2 Specific information required by Listing Rule 7.5

Listing Rule 7.5 requires that the following information be provided to Shareholders for the purpose of obtaining Shareholder approval pursuant to Listing Rule 7.4:

• (a) The number of Options and the parties to whom they have been issued are in section 6.1 above (all of whom are not related parties of the Company);
• (b) The Options granted under the Prior Options Issues were for nil consideration. Accordinaly no funds were raised by the grant of the Prior Options;
• (c) All Options granted were issued for nil consideration and have an exercise price of \$0.60, except for the Options granted to Mr Carl Carter. Mr Carter's Options have an exercise price of \$0.65. The terms and conditions of the Options are contained in Schedule 2;
• (d) A voting exclusion statement is included in the Notice.

7. Action to be taken by Shareholders

Shareholders should read this Explanatory Memorandum carefully before deciding how to vote on the Resolutions.

A Proxy Form is attached to the Notice. This is to be used by Shareholders if they wish to appoint a
representative (a "proxy") to vote in their place. All Shareholders are invited and encouraged to attend the Meeting or, if they are unable to attend in person, to sign and return the Proxy Form to the Company in accordance with the instructions provided. Lodgement of a Proxy Form will not preclude a Shareholder from attending and voting at the Meeting in person.

Schedule 1 - Definitions

In this Explanatory Memorandum and Notice:

"Annual Report" means the 2006 Annual Report of the Company, a copy of which was lodged with the ASX.

"ASX" means ASX Limited ACN 008 624 691 trading as the Australian Securities Exchange.

"Board" means the board of Directors of the Company.

"Company" or "Advance" means Advance Energy Limited ACN 111 823 762

"Constitution" means the Constitution of the Company.

"Convertible Note" means a convertible note issued by the Company under the Convertible Note Issue.

"Convertible Note Issue" has the meaning in Resolution 4.

"Corporations Act" means the Corporations Act 2001 (Cth).

"Directors" means the directors of the Company.

"Explanatory Memorandum" means this explanatory memorandum.

"Annual General Meeting" means the Annual General Meeting of The Shareholders of the Company to be held by the Company at
Advance Energy Limited, Suite 4, 16 Ord Street, West Perth Western Australia, on Monday, 21 May 2007 at 10:00AM (WST).

"Listing Rules" means the official listing rules of ASX.

"Noteholder" means a holder of a Convertible Note.

"Notice" means this Notice of Annual General Meeting

"Option" means an option granted by the Company to be issued a Share, subject to the terms and conditions contained in Schedule 2.

"Placement Facility" has the meaning in Resolution 3.

"Prior Options Issues" has the meaning in Resolution 5.

"Proxy Form" means the proxy form attached to this Notice.

"Remuneration Report" means the remuneration report of the Company contained in the Annual Report.

"Resolution" means a resolution referred to in the Notice.

"Schedule" means a schedule to this Notice.

"Share" means a fully paid ordinary share in the capital of the Company.

"Shareholder" means a shareholder of the Company.

Schedule 2 - Terms and Conditions of Options

$\mathbf{1}$ . Entitlement

The Options entitle the holder to subscribe for one Share upon exercise of each Option.

$\overline{2}$ Exercise Price

The exercise price of each Option is as indicated in section 5.1 of the Explanatory Memorandum.

3. Expiry Date

Each Option has an expiry date of 31 December 2009.

4. Exercise Period

The Options are exercisable anytime during the exercise period up to and including Expiry Date.

5. Notice of Exercise

The Options may be exercised by notice in writing to the Company. Any notice of exercise of an Option received by the Company will be deemed to be a notice of the exercise of that Option as at the date of receipt.

6. Timing of issue of Shares

After an Option is validly exercised, the Company must as soon as possible:

• (a) issue and allot the Share: and
• do all such acts matters and things to obtain the grant $(b)$ of quotation for the Share on ASX no later than 5 days from the date of exercise of the Option.

The listing of any Shares issued following exercise of
an Option shall be subject to the Option holder
complying with all requirements imposed by Australian

Stock Exchange as a condition to listing (including entering into any required restriction agreement regulating the sale of Shares issued on exercise of an Ootion1.

$\mathcal{I}$ . Shares issued on exercise

Shares issued on exercise of the Options rank equally with
the then shares of the Company.

g. Quotation of Shares on exercise

Application will be made by the Company to ASX for official quotation of the Shares issued upon the exercise of the Óptíons.

Ò. Participation in new issues

There are no participation rights or entitlements inherent in the Options and holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Ontions.

However, the Company will ensure that for the purposes of
determining entitlements to any such issue, the record date will be at least ten business days after the issue is announced. This will give holders of Options the opportunity to exercise their Options prior to the date for determining entitiements to participate in any such issue.

$30.$ Adjustment for bonus issues of Shares

If the Company makes a bonus issue of Shares or other
If the Company makes a bonus issue of Shares or other
securities to existing Shareholders (other than an issue in fleu or in satisfaction, of dividends or by way of dividend reinvestment):

the number of Shares which must be issued on the $(a)$ exercise of an Option will be increased by the number of Shares which the Optionholder would have received if the Optionholder had exercised the Option before the record date for the bonus issue: and

(b) no change will be made to the Exercise Price.

$11.$ Adjustment for rights issue

If the Company makes an issue of Shares pro rata to existing Shareholders (other than an issue in fleu of in satisfaction of dividends or by way of dividend reinvestment) the Exercise Price of an Option will be reduced according to the following formula:

$$
\text{New exercise price} = O - \frac{E[P - (S + D)]}{N + 1}
$$

$Q =$ the old Exercise Price of the Option.

• Ë $=$ the number of underlying Shares into which one Option is exercísable.
• average market price per Share weighted by reference to p ≝ volume of the underlying Shares during the 5 trading days ending on the day before the ex rights date or ex entitlements date
• $S =$ the subscription price of a Share under the oro rata issue.
• $n =$ the dividend due but not yet paid on the existing underlying Shares (except those to be issued under the pro rata issue).
• the number of Shares with rights or entitlements that must N. be held to receive a right to one new share.

$12.$ Adjustments for reorganisation

If there is any reconstruction of the issued share capital of the Company, the rights of the Optionholders will be varied to comply with the Listing Rules which apply to the reconstruction at the time of the reconstruction.

13. Quotation of Options

No application for quotation of the Options will be made by the Company.

14. Options non-transferable

The Options are non-transferable.

15. Lodgement Instructions

Cheques shall be in Australian currency made payable to the Company and crossed "Not Negotiable". The application for shares on exercise of the options with the appropriate remittance should be lodged at the Company's Registry.

ADVANCE ENERGY LIMITED

ACN 111 823 762

PROXY FORM

Advance Energy Limited
By delivery:	By post:	By facsimile:
Suite 4, Ground Floor 16 Ord Street WEST PERTH WA 6005	Suite 4, Ground Floor 16 Ord Street WEST PERTH WA 6005	08 94861011
$\mathsf{I}/\mathsf{We}^{-1}$
of
المتحدث والمستحيل والمستحيل والمستحيل والمستحيل والمستحيل والمستحيث والمستحيل والمستحيل والمستحيل والمستحيل والمستحيل والمستحيل والمستحيل والمستحيل والمستحيل والمستحيل والمستحيل والمستحيل والمستحيل والمستحيل والمستحيل والم

being a Shareholder/Shareholders of the Company and entitled to ___________________________________

votes in the Company, hereby appoint $2\degree$

The Company Secretary

or failing such appointment the chairman of the Meeting as my/our proxy to vote for me/us on my/our behalf at the General Meeting of the Company to be held at Advance Energy Limited, Suite 4, 16 Ord Street, West Perth, Western Australia 6000 on Monday, 21 May 2007 at 10.00 AM (WST) and at any adjournment thereof in the manner indicated below or, in the absence of indication, as he thinks fit. If 2 proxies are appointed, the proportion or number of votes of this proxy is authorised to exercise is $*$ [ ]% of the Shareholder's votes*/ [ 1 of the Shareholder's votes. (An additional Proxy Form will be supplied by the Company, on request).

INSTRUCTIONS AS TO VOTING ON THE RESOLUTION

IMPORTANT:

If the chairman of the annual general meeting is to be your proxy and you have not directed your proxy how to vote on Resolution 1 please tick this box. By marking this box you acknowledge that the chairman of the annual general meeting may exercise your proxy even if he has an interest in the outcome of Resolution 1 and that votes cast by him, other than as proxy holder, would be disregarded because of that interest. If you do not mark this box, and you have not directed your proxy how to vote, the chairman of the annual general meeting will not cast your votes on Resolution 1 and your votes will not be counted in computing the required majority if a poll is called on these Resolution1. The chairman of the annual general meeting intends to vote undirected proxies in favour of the Resolutions.

The proxy is to vote for or against the Resolution referred to in the Notice as follows:

		For	Against Abstain
Resolution 1	Adoption of Remuneration Report
Resolution 2	Re – election of Mr Gordon Sklenka as a Director
Resolution 3	Approval of Placement Facility
Resolution 4	Approval of Convertible Note Issue
Resolution 5	Ratification of Prior Options Issues

Authorised signature/s This section must be signed in accordance with the instructions overleaf to enable vour voting instructions to be implemented.

Individual or Shareholder 1	Shareholder 2	Shareholder 3
Sole Director and Sole Company Secretary	Director	Director/Company Secretary
Contact Name	Contact Daytime Telephone	Date
i lnsert name and address of shareholder	Insert name and address of proxy	*Omit if not applicable

Proxy Notes:

A Shareholder entitled to attend and vote at the Meeting may appoint a person or a corporation as the Shareholder's proxy to attend and vote for the Shareholder at that Meeting. If the Shareholder is entitled to cast 2 or more votes at the Meeting the Shareholder may appoint not more than 2 proxies. Where the Shareholder appoints more than one proxy the Shareholder may specify the proportion or number of votes each proxy is appointed to exercise. If such proportion or number of votes is not specified each proxy may exercise half of the Shareholder's votes. A proxy may, but need not be, a Shareholder of the Company.

If a Shareholder appoints a corporation as the Shareholder's proxy to attend and vote for the Shareholder at that meeting, the representative of the corporation to attend the meeting must produce the appropriate Certificate of Appointment of Representation prior to admission. A form of the certificate may be obtained from the Company's share registry.

You must sign this form as follows in the spaces provided:

Joint Holding: where the holding is in more than one name all of the holders must sign.

• Power of Attorney: if signed under a Power of Attorney, you must have already lodged it with the registry, or alternatively, attach a certified photocopy of the Power of Attorney to this Proxy Form when you return it.
• Companies: a Director can sign jointly with another Director or a Company Secretary. A sole Director who is also a sole Company Secretary can also sign. Please indicate the office held by signing in the appropriate space.

If a representative of the corporation is to attend the Meeting the appropriate "Certificate of Appointment of Representative" should be produced prior to admission. A form of the certificate may be obtained from the Company's Share Registry.

Proxy Forms (and the power of attorney or other authority, if any, under which the Proxy Form is signed) or a copy or facsimile which appears on its face to be an authentic copy of the Proxy Form (and the power of attorney or other authority) must be deposited at or received by facsimile transmission at the West Perth office of the Company (16 Ord Street, West Perth, WA, 6005, or Facsimile 08 94861011 if faxed from within Australia or +618 08 94861011 if faxed from outside Australia) not less than 48 hours prior to the time of commencement of the Meeting (WST).