TALIUS GROUP LIMITED — Board/Management Information 2014

Apr 10, 2014

ASX ANNOUNCEMENT

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11 April 2014

The Company Announcements Platform Australian Securities Exchange

RECAPITALISATION PROPOSAL AND APPOINTMENT OF NEW DIRECTORS

The Board of directors of Advance Energy Ltd ( Company ) wishes to advise that the Company has agreed to a recapitalisation proposal which, once implemented, should clear all existing debts of the Company and enable the Company to have sufficient working capital to pursue its oil and gas interests.

The material terms of the recapitalisation proposal are as follows:

• (a) the Company will issue secured convertible notes with an aggregate face value of up to $1.5 million to various non related parties introduced by CPS Securities ($400,000 of these notes have already been issued). The conversion of these notes into shares remains subject to shareholder approval;

• (b) two new directors have joined the Board, Mr Ranko Matic and Mr Michael Davy (as Non-Executive Directors), and Mr Kip Plankinton has resigned as a director; and

• (c) the Company will seek Shareholder approval to, inter alia:

• (i) convert all of the existing listed convertible notes into shares and options;

• (ii) convert the majority of outstanding creditor payments into shares and options;

• (iii) issue shares on conversion of the secured convertible notes referred to in paragraph (b) above;

• (iv) consolidate its existing securities on a 60 for 1 basis;

• (v) change the name of the Company; and

• (vi) various other related matters.

After many failed attempts to raise funds in the last 12 months, the Board needed to take fairly drastic measures to ensure that the Company could remain solvent. The first step in this process is obtaining the agreement of the holders of the existing listed convertible notes

ASX ANNOUNCEMENT

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_____________ to convert their debts into shares and options. The approval of these noteholders will be sought at an upcoming meeting of the noteholders in approximately three to four weeks time. If this approval is not obtained, it is highly likely that the Company will need to be placed into administration.

A short bio on Mr Ranko Matic and Mr Michael Davy ( new directors ) is set out below.

Ranko Matic

Ranko is a Chartered Accountant with over 25 years experience in the areas of financial and executive management, accounting, audit, business and corporate advisory. Ranko has considerable experience in a range of industries with particular exposure to public listed companies and large private enterprises. He is a Director of a Chartered Accounting firm, a Corporate Advisory company based in West Perth and also a Non-Executive Director and Company Secretary for a number of public listed companies. He has specialist expertise and exposure in all areas of corporate advisory services, financial reporting and audit, due diligence, mergers & acquisitions, and valuations.

Michael Davy

Michael has been involved in the Resources sector for 7 years. During this time he has identified, reviewed and sourced a number of mining opportunities throughout Africa, South America, Europe and Australia. Michael previously headed up the Finance division in Australia for a listed Norwegian Oil & Gas Drilling company and has also held a NonExecutive role for an ASX listed Oil & Gas exploration entity. He has 14 years’ experience as an Accountant and is also a Director and owner of a number of successful private companies.

The Company anticipates sending a Notice of Meeting to shareholders to seek approval for the various matters referred to above within the next two to three weeks.

Once the Company is debt free, the Board intends to pursue exploration of the Company’s U.S. based assets as well as potential other opportunities.

The Company is also in the process of endeavouring to recruit new executive directors.

Roland Berzins Company Secretary ADVANCE ENERGY LTD

Appendix 3X Initial Director’s Interest Notice

Rule 3.19A.1

Appendix 3X

Initial Director’s Interest Notice

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public. Introduced 30/9/2001.

Name of entity : Advance Energy Ltd ABN : 62 111 823 762

We (the entity) give ASX the following information under listing rule 3.19A.1 and as agent for the director for the purposes of section 205G of the Corporations Act.

Name of Director	Michael John Davy
Date of appointment	11 April 2014

Part 1 - Director’s relevant interests in securities of which the director is the registered holder

In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust

Note: In the case of a company, interests which come within paragraph (i) of the definition of “notifiable interest of a director” should be disclosed in this part.

Number & class of securities

Nil

• See chapter 19 for defined terms.

Appendix 3X Page 1

11/3/2002

Appendix 3X Initial Director’s Interest Notice

Part 2 – Director’s relevant interests in securities of which the director is not the registered holder

In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust

Name of holder & nature of Number & class of Securities interest Note: Provide details of the circumstances giving rise to the relevant interest. Nil Nil

Part 3 – Director’s interests in contracts

Note: In the case of a company, interests which come within paragraph (ii) of the definition of “notifiable interest of a director” should be disclosed in this part.

Detail of contract	Nil
Nature of interest
Name of registered holder (if issued securities)
No. and class of securities to which interest relates

• See chapter 19 for defined terms.

Appendix 3X Page 2

11/3/2002

Appendix 3X Initial Director’s Interest Notice

Rule 3.19A.1

Appendix 3X

Initial Director’s Interest Notice

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public. Introduced 30/9/2001.

Name of entity : Advance Energy Ltd ABN : 62 111 823 762

We (the entity) give ASX the following information under listing rule 3.19A.1 and as agent for the director for the purposes of section 205G of the Corporations Act.

Name of Director	Ranko Matic
Date of appointment	11 April 2014

Part 1 - Director’s relevant interests in securities of which the director is the registered holder

In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust

Note: In the case of a company, interests which come within paragraph (i) of the definition of “notifiable interest of a director” should be disclosed in this part.

Number & class of securities

Nil

• See chapter 19 for defined terms.

Appendix 3X Page 1

11/3/2002

Appendix 3X Initial Director’s Interest Notice

Part 2 – Director’s relevant interests in securities of which the director is not the registered holder

In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust

Name of holder & nature of Number & class of Securities interest Note: Provide details of the circumstances giving rise to the relevant interest. Nil Nil

Part 3 – Director’s interests in contracts

Note: In the case of a company, interests which come within paragraph (ii) of the definition of “notifiable interest of a director” should be disclosed in this part.

Detail of contract	Nil
Nature of interest
Name of registered holder (if issued securities)
No. and class of securities to which interest relates

• See chapter 19 for defined terms.

Appendix 3X Page 2

11/3/2002

Appendix 3Z Final Director’s Interest Notice

Rule 3.19A.3

Appendix 3Z

Final Director’s Interest Notice

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public. Introduced 30/9/2001.

Advance Energy Limited

ABN 62 111 823 762

We (the entity) give ASX the following information under listing rule 3.19A.3 and as agent for the director for the purposes of section 205G of the Corporations Act.

Name of director	Kip Plankinton
Date of last notice	9thApril 2009
Date that director ceased to be director	11 April 2014

Part 1 – Director’s relevant interests in securities of which the director is the registered holder In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust

Note: In the case of a company, interests which come within paragraph (i) of the definition of “notifiable interest of a director” should be disclosed in this part.

Number & class of securities

Direct - Nil Indirect – Nil

• See chapter 19 for defined terms.

Appendix 3Z Page 1

11/3/2002

Appendix 3Z Final Director’s Interest Notice

Part 2 – Director’s relevant interests in securities of which the director is not the registered holder

Note: In the case of a company, interests which come within paragraph (ii) of the definition of “notifiable interest of a director” should be disclosed in this part.

In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust

Name of holder & nature of interest Note: Provide details of the circumstances giving rise to the relevant interest N / A	Number & class of securities

Part 3 – Director’s interests in contracts

Detail of contract	Nil
Nature of interest
Name of registered holder (if issued securities)
No. and class of securities to which interest relates

• See chapter 19 for defined terms.

Appendix 3Z Page 2

11/3/2002