TALIUS GROUP LIMITED — AGM Information 2009

Apr 28, 2009

A C N 1 1 1 8 2 3 7 6 2

ADVANCE ENERGY LIMITED

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 2, 16 Ord Street, West Perth WA 6005 on Friday, 29 May 2008 at 10:00 AM (WST).

The Explanatory Memorandum to this Notice of Annual General Meeting provides additional information on matters to be considered at the Meeting. The Explanatory Memorandum and Proxy Form comprise part of this 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 5.00PM on 27 May 2009 (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 2008 together with a Directors' report in relation to that financial year and the auditor's report on the financial report.

1. Resolution 1 – Adoption of Remuneration Report

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."

2. Resolution 2 – Appointment of Mr Kip Plankinton as a Director

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

"That, in accordance with article 6.2 of the Constitution, Mr Kip Plankinton, having consented to act, be appointed as a Director."

3. Resolution 3 – 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."

4. Resolution 4 – Approval of Convertible Notes Issue

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

"That, in accordance with Listing Rule 7.1 and for all other purposes, the Company approves and authorises the Directors to issue up to 10,000,000 convertible notes each with a face value of $1 and a conversion price being the higher of a minimum of 6 cents or 70% of the volume weighted average market price for Shares on the thirty days prior to the conversion of the convertible notes ( "New Convertible Notes" ) to institutional and professional and sophisticated investors on the terms and conditions outlined in the Explanatory Memorandum ( "Convertible Note Issue ")."

Voting Exclusion

The Company will disregard any votes cast on this Resolution by a person who may participate in the Convertible Note Issue and who 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

• (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

David Ballantyne Company Secretary 28 April 2009

The 2008 Annual Report is available from the following link: http://www.advanceenergyltd.com.au/Investor/ASXAnnouncements

Advance Energy Limited (ASX Code: AVD) - 1 - NOTICE OF ANNUAL GENERAL MEETING

ADVANCE ENERGY LIMITED

A C N 1 1 1 8 2 3 7 6 2

EXPLANATORY MEMORANDUM

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 2, 16 Ord Street, West Perth WA, on Friday, 29 May 2009 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.

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 2008 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.

3. Resolution 2 – Appointment of Director

Under the Constitution, the Directors may appoint any person as a Director. This ordinary resolution seeks shareholder approval for the appointment of Mr Kip Plankinton.

Mr Plankinton is an oil and gas attorney with over 19 years experience in the oil and gas industry. He focuses on energy and natural resource matters, with an emphasis on domestic and international oil and gas acquisitions and dispositions, oil and gas operational and regulatory issues, oil and gas royalty matters and administrative adjudication. Prior to establishing his own practice in 2006, he served as in-house legal counsel for ExxonMobil, Colorado Interstate Gas Company, Texaco and Marathon Oil Company.

Mr Plankinton brings a wealth of experience to the Board and his legal expertise further strengthens the local presence that we already enjoy in Texas through Hibernia Resources, LLC (Operations and Management) and Southern Producer Services, LLC (Oil and Gas Capital Advisory), and which is so important to successful development and production in the region.

4. Resolution 3 – 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 re-election.

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.

5. Resolution 4 – Approval of Convertible Notes Issue

5.1 General

• Resolution 1 seeks Shareholder approval pursuant to Listing Rule 7.1 for Directors to issue and allot up to 10,000,000 New Convertible Notes each with a face value of $1 and a conversion price being the higher of a minimum of 6 cents per share or the volume weighted average market price for Shares on the 30 trading days prior to the issue of New Convertible Notes under the Convertible Notes Issue.

Given the Company’s current business strategy to 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 Notes Issue will give it the ability to quickly react to opportunities. The Convertible Notes Issue will also be used to expedite the development activities at the Motherlode 3 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.

The issue of 10,000,000 New Convertible Notes will exceed the Company’s current 15% capacity for the purposes of Listing Rule 7.1, because it will result in the issue of up to 166,666,666 new shares.

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

5.3 Terms of the New Convertible Notes

Material terms of the New Convertible Notes are as follows:

• (a) Coupon rate of a maximum of 12% per annum with interest accruing daily and payable three months in arrears.

• (b) Unless converted by the Noteholder, the term of each New Convertible Note will have a minimum

Advance Energy Limited (ASX Code: AVD) - 2 - NOTICE OF ANNUAL GENERAL MEETING

term of 18 months and maximum term of 36 months. The Company will repay the Noteholder the face value of each New Convertible Note at expiry of the term.

• (c) The New Convertible Notes are unsecured, unlisted and can only be transferred or sold with 45 days notice to the Company, and subject to the Company retaining a pre-emptive right to redeem the New Convertible Notes on the same terms as the proposed transfer or sale.

• (d) The Company may pay an upfront fee of up to 6 % on the amount of the New Convertible Notes to the Noteholder or its nominee.

• (e) The conversion price of the New Convertible Note will be the higher of a minimum of 6 cents per share or the volume weighted average market price for Shares on the 30 days prior to the issue of New Convertible Notes under the Convertible Notes Issue.

• (f) If all of the New Convertible Notes are repaid or converted then the New Convertible Notes are automatically cancelled and may not be re-issued.

• (g) If at any time the Company makes a bonus issue 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 New Convertible Note immediately before the issue of the bonus securities.

• (h) If the Company undertakes any capital reconstruction then, subject to the Listing Rules, the entitlement of a Noteholder to convert a New Convertible Note must be reconstructed in the same proportion and manner as the reconstruction.

• (i) The Company must give the Noteholder notice of all general meetings and the Noteholder may attend general meetings but may not vote unless permitted by the Corporations Act or the Listing Rules.

• (j) The Noteholder may by written notice to the Company declare a New Convertible Note due and payable on the occurrence of any of the following events:

• (i) the Company fails to make any payment due in accordance with the note conditions within 20 business days of the due date;

• (ii) the Company makes default in duly performing or observing any of the undertakings or agreements contained in the New Convertible Note;

• (iii) any representation or warranty contained in the New Convertible Note is found to be false or misleading in any material respect;

• (iv) a judgment is entered against the 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;

• (v) a petition is lodged and is not withdrawn 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;

• (vi) a receiver or a receiver and manager or administrator of the undertaking or property of the Company is appointed;

• (vii) the Company suspends payments of its debts or the Company without the consent of the New 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 New Convertible Note conditions or without prior consent of the Noteholder, the Company undertakes a reorganisation of capital;

• (ix) any other event occurs which has a material adverse effect;

• (x) the main business undertaking of the Company is sold; or

• (xi) the Company is removed from the official 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:

• (a) the maximum number of New Convertible Notes the Company can issue under the Convertible Note Issue is 10,000,000 New Convertible Notes (and 166,666,666 Shares on conversion);

• (b) the Company will issue the New Convertible Notes no later than 3 months after the date of this 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);

• (c) the New Convertible Notes will each be issued a face value of $1 and a conversion price being the higher of a minimum of 6 cents per share or the volume weighted average market price for Shares on the 30 trading days prior to the issue of New Convertible Notes under the Convertible Notes Issue.

• (d) the New Convertible Notes under the Convertible Notes Issue will be issued to institutional, professional and sophisticated investors (none of whom will be related parties of the Company) or their associates;

• (e) the terms of the New Convertible Notes are set out in section 5.3 of the Explanatory Memorandum;

• (f) the funds raised from the Convertible Note Issue will be used as set out in section 5.1 of the Explanatory Memorandum;

• (g) the allotment of New Convertible Notes will occur progressively; and

• (h) a voting exclusion statement is included in the Notice.

6. 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.

Advance Energy Limited (ASX Code: AVD) - 3 - NOTICE OF ANNUAL GENERAL MEETING

Schedule 1 - Definitions

In this Explanatory Memorandum and Notice:

"Annual General Meeting" or "Meeting" means the annual general meeting of the Shareholders of the Company to be held by the Company at Advance Energy Limited, Suite 2, 16 Ord Street, West Perth, Western Australia, on Friday, 29 May 2009 at 10:00AM (WST).

"Annual Report" means the 2008 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 Notes 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. "Listing Rules" means the official listing rules of ASX. "Noteholder" means a holder of a Convertible Note. "New Convertible Note" has the meaning given in Resolution 4. "Notice" means this Notice of Annual General Meeting. "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.

Advance Energy Limited (ASX Code: AVD) - 4 - NOTICE OF ANNUAL GENERAL MEETING

ADVANCE ENERGY LIMITED

ACN 111 823 762

P R O X Y F O R M

The Company Secretary Advance Energy Limited

By delivery:	By post:	By facsimile:
Suite 2, Ground Floor	P O Box 1779
16 Ord Street	West Perth	08 9486 1011
WEST PERTH WA 6005	WA 6872
I/We1________________
of ________________

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

votes in the Company, hereby appoint[2 ] ___________

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 2, 16 Ord Street, West Perth, Western Australia 6005 on Friday, 29 May 2009 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*/ [ ] 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:

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 Election of Mr Kip Plankinton as a Director Resolution 3 Re – election of Mr Gordon Sklenka as a Director Resolution 4 Approval of Convertible Notes Issue

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

Individual or Shareholder 1 Shareholder 2 Shareholder 3 Sole Director and Sole Company Director Director/Company Secretary Secretary ____ ____ _____ Contact Name Contact Daytime Telephone Date

1Insert name and address of shareholder 2 Insert name and address of proxy

*Omit if not applicable

Advance Energy Limited (ASX Code: AVD) - 5 - NOTICE OF ANNUAL GENERAL MEETING

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 9486 1011 if faxed from within Australia or +618 08 9486 1011 if faxed from outside Australia) not less than 48 hours prior to the time of commencement of the Meeting (WST).

Advance Energy Limited (ASX Code: AVD) - 6 - NOTICE OF ANNUAL GENERAL MEETING