TALIUS GROUP LIMITED — Capital/Financing Update 2006

Nov 23, 2006

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

New issue announcement, application for quotation of additional securities and agreement

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 1/7/96. Origin: Appendix 5, Amended 1/7/98, 1/9/99, 1/7/2000, 30/9/2001, 11/3/2002, 1/1/2003.

Name of entity

ADVANCE ENERGY LIMITED

ABN

111 823 762
-------------	--

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

⁺Class of ⁺securities issued or to be | Unlisted Convertible note $\mathbf{I}$ issued

• $\overline{2}$ Number of ⁺securities issued or to be issued (if known) or maximum number which may be issued
• 3 Principal terms of the ⁺securities (eg. if options, exercise price and expiry date; if partly paid ⁺securities, the amount outstanding and due dates payment; if ⁺convertible for securities, the conversion price and dates for conversion)

1,500,000 unlisted convertible notes with a face value of \$0.50 each.

See attached term sheet

⁺ See chapter 19 for defined terms.

4	Do the securities rank equally in all respects from the date of allotment with an existing + class of quoted securities?	No-Unlisted
	If the additional securities do not rank equally, please state: the date from which they do ۰ the which extent to they participate for the next dividend, of a trust, (in the case distribution) or interest payment • the extent to which they do not rank equally, other than iп relation to the next dividend, distribution or interest payment
5.	Issue price or consideration	\$750,000.00
6	Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets)	Working capital
7	Dates of entering *securities into uncertificated holdings or despatch of certificates	24 November 2006
8	Number class and оf all securities quoted ASX $_{\text{on}}$ (including the securities in clause 2 if applicable)	Number 38,179,818	+ Class Fully paid ordinary

⁺ See chapter 19 for defined terms.

	Number	+ Class
аШ of and + class Number *securities not quoted on ASX	29,019,281	Ordinary shares under
		escrow agreements
(including the securities in clause 2	1,500,000	Convertible notes
if applicable)	14,850,000	Options
	9	Convertible
		preference shares

$10^°$ Dividend policy (in the case of a $\sqrt{ }$ trust, distribution policy) on the increased capital (interests)

$N/A$

Part 2 - Bonus issue or pro rata issue

• $11$ $\rm Is$ security holder approval required?
• 12 Is the issue renounceable or nonrenounceable?
• 13 Ratio in which the *securities will be offered
• $14$ ⁺Class of ⁺securities to which the offer relates
• 15 *Record date determine to entitlements
• 16 Will holdings on different registers (or subregisters) be aggregated for calculating entitlements?
• Policy for deciding entitlements in 17 relation to fractions
• 18 Names of countries in which the entity has *security holders who will not be sent new issue documents Note: Security holders must be told how their entitlements are to be dealt with.

Cross reference: rule 7,7,

19 Closing date for receipt of acceptances or renunciations

• See chapter 19 for defined terms.

Appendix 3B Page 3

Appendix 3B New issue announcement

20	Names of any underwriters
21	Amount of any underwriting fee or commission
22	Names of any brokers to the issue
23	Fee or commission payable to the broker to the issue
24	Amount of any handling fee payable to brokers who lodge acceptances renunciations on behalf of or *security holders
25	the issue is contingent on Ιf *security holders' approval, the date of the meeting
26	Date entitlement and acceptance form and prospectus or Product Disclosure Statement will be sent to persons entitled
27	If the entity has issued options, and the terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders
28	Date rights trading will begin (if applicable)
29	Date rights trading will end (if applicable)
30	How do "security holders sell their entitlements in full through $\mathbf{a}$ broker?
31	How do *security holders sell part of their entitlements through a broker and accept for the balance?

$\hat{\mathcal{A}}$

⁺ See chapter 19 for defined terms.

32 How do ⁺security holders dispose of their entitlements (except by sale through a broker)?

33 ⁺Despatch date

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

• 34 Type of securities (tick one)
• $(a)$ Securities described in Part 1

$(b)$ All other securities Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

• 35 If the *securities are *equity securities, the names of the 20 largest holders of the additional *securities, and the number and percentage of additional *securities held by those holders
• 36 If the 'securities are 'equity securities, a distribution schedule of the additional *securities setting out the number of holders in the categories $1 - 1,000$ $1,001 - 5,000$ 5,001 - 10,000 10,001 - 100,000 100,001 and over
• 37

A copy of any trust deed for the additional *securities

⁺ See chapter 19 for defined terms.

Entities that have ticked box 34(b)

• 38 Number of securities for which ⁺quotation is sought
• 39 Class of ⁺securities for which quotation is sought
• 40 Do the *securities rank equally in all respects from the date of allotment with an existing ⁺class of quoted *securities?

If the additional securities do not rank equally, please state:

• the date from which they do
• the extent to which they $\bullet$ participate for the next dividend, (in the case of a trust, distribution) or interest payment
• the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment
• 41 Reason for request for quotation now

Example: In the case of restricted securities, end of restriction period

(if issued upon conversion of another security, clearly identify that other security)

42 Number and ⁺class of all ⁺securities quoted on ASX (including the securities in clause 38)

______ --------

⁺ See chapter 19 for defined terms.

Quotation agreement

• $\mathbf{1}$ *Quotation of our additional *securities is in ASX's absolute discretion. ASX may quote the ⁺securities on any conditions it decides.
• $\overline{2}$ We warrant the following to ASX.
• The issue of the ⁺securities to be quoted complies with the law and is not $\bullet$ for an illegal purpose.
• There is no reason why those *securities should not be granted *quotation.
• An offer of the "securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.

Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

• Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any *securities to be quoted and that no-one has any right to return any *securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the *securities be quoted.
• We warrant that if confirmation is required under section 1017F of the Corporations Act in relation to the 'securities to be quoted, it has been provided at the time that we request that the *securities be quoted.
• If we are a trust, we warrant that no person has the right to return the *securities to be quoted under section 1019B of the Corporations Act at the time that we request that the 'securities be quoted.

⁺ See chapter 19 for defined terms.

• $\overline{\mathbf{3}}$ We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.
• 4 We give ASX the information and documents required by this form. If any information or document not available now, will give it to ASX before ⁺quotation of the "securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

Date: 24 November 2006

-Director/Company Secretary

Print name: Lance Camacho

Sign here:

- 2000 - 2000 - 2000 - 2000 - 2000 - 2000 - 2000 - 2000 - 2000 - 2000 - 2000 - 2000 - 2000 - 2000 - 2000 - 20

⁺ See chapter 19 for defined terms.

Advance Energy Limited Convertible Note Term Sheet

Heading	Summary of Term
Face Value	\$0.50 per Note.
Coupon	11% payable 3 monthly in arrears.
Term	18 months.
Conversion Period	Any time after 30 June 2007 until expiry of the term at election of Noteholder.
Conversion Price	Each Note will convert to such number of Shares as is equal to the Face Value (\$0.50) divided by the price per Share which is the greater of \$0.50 and the price per Share which is at least 80% of the average market price of Shares in the 5 days on which sales were recorded proceeding the date that the conversion notice is given.
Bonus Issue	If a bonus issue is made 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.
Reconstructions	If the Company undertakes any capital 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.
Cancellation	If all of the Convertible Notes are repaid or converted then the Convertible Notes are automatically cancelled and may not be re-issued.
Termination	The Noteholder may terminate the Convertible Note and demand repayment on the following occurrences:
	(a) the Company fails to make any payment due in accordance with the note conditions within 20 business days of the due date;
	(b) the Company makes default in duly performing or observing any of the undertakings or agreements contained in the Convertible Note;
	$\left( c\right)$ any representation or warranty contained in the Convertible Note is found to be false or misleading in any material respect;
	(d) 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;
	(e) 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;
	(f) a receiver or a receiver and manager or administrator of the undertaking or property of the Company is appointed;
	$\langle 9 \rangle$ the Company suspends payments of its 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;
	(h) 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;
	(i) any other event occurs which has a material adverse effect;
	(j) the main business undertaking of the Company is sold; or
	(k) the Company is removed from the official list of the ASX.