TALIUS GROUP LIMITED — Capital/Financing Update 2007

Feb 1, 2007

Suite 4, 16 Ord Street | tel: 08 9486 1122 West Perth, Australia | fax: 08 9486 1011
|- PO Box 1779 | ACN 111 823 762 West Perth 6872

ASX Announcement 2 February 2007

Convertible Note

Advance Energy Limited (AVD) wishes to advise that it has agreed to redeem an unlisted convertible note for \$750,000, originally issued on the 24 November 2006. This convertible note was originally convertible, at the option of the holder, at the higher of 50¢ per share or 80% of market value at the time of conversion and was repayable after eighteen months.

In the terms of the agreement, the original holder has been issued with a replacement convertible note amounting to \$1,000,000. The new convertible note is now convertible at a fixed 80¢ per share, being 1,250,000 shares. All other terms and conditions remain consistent with the original note.

Please find attached the appendix 3B reflecting the details of the new issue.

For further information contact: Mr Lance Camacho Company Secretary Telephone: 08 9486 1122 Facsimile: 08 9486 1011

Advance Energy Limited is focused on the acquisition and development of oil and gas producing assets in Texas USA. The company aims to acquire assets with a combination of debt and equity that have current production and cash flow and to enhance production and cash flow through the further development of these assets. Once a property has reached its full productive potential and/or has achieved economic payout to Advance Energy, the Company would look to on sell all or part of its interest. It is the aim of the Company to develop a portfolio of assets which will be developed and traded to maximize returns on funds invested.

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

-- - ___ -
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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).

$\mathbf{1}$ ⁺Class of ⁺securities issued or to be issued

Unlisted Convertible note

• Number of ⁺securities issued or to $\overline{2}$ 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 for payment; if *convertible securities, the conversion price and dates for conversion)

1,250,000 unlisted convertible notes

Unlisted, non transferable Convertible note, bears interest at 11% pa for 18 months, convertible into 1,250,000 fully paid ordinary shares, at the option of holder.

⁺ 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? If the additional securities do not rank equally, please state: the date from which they do the extent $\mathfrak{t}$ which they participate for the next dividend, case οf (in the ă trust. distribution) or interest payment the extent to which they do not rank equally, other than in	No - Unlisted
	relation to the next dividend, distribution or interest payment
5	Issue price or consideration	\$1,000,000.00
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	29 January 2007
8	Number and + class of all *securities quoted on ASX. (including the securities in clause 2 if applicable)	Number 47,996,166	+ Class Fully paid ordinary

⁺ See chapter 19 for defined terms.

		Number	+ Class
-9	all οf † class Number and	20,202,933	Ordinary shares under
	*securities not quoted on ASX		escrow agreements
	(including the securities in clause	6,350,000	Convertible notes
	2 if applicable)	18,850,000	Options
		9	Convertible preference
			shares

10 Dividend policy (in the case of a $\lceil$ $N/A$ trust, distribution policy) on the increased capital (interests)

Part 2 - Bonus issue or pro rata issue

$11$ security holder Is. approval required? Is the issue renounceable or non-12 renounceable? 13 Ratio in which the "securities will be offered *Class of *securities to which the 14 offer relates 15 *Record determine date to. entitlements 16 Will holdings on different registers (or subregisters) be aggregated for calculating entitlements? 17 Policy for deciding entitlements in 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 οf acceptances or renunciations

⁺ See chapter 19 for defined terms.

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	any handling fee Amount оf payable to brokers who lodge acceptances or renunciations on behalf of *security holders
25.	If the issue is contingent on "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 a broker?
31	How do + security holders sell part of their entitlements through a broker and accept for the balance?

⁺ 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)

All other securities (b) 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
• If the *securities are *equity securities, a distribution schedule of the additional 36 *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 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

• $\mathbf{I}$ *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 for $\bullet$ 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.

• $\overline{3}$ 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.
• $\overline{4}$ 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.

$8-5$

Director/Company Secretary

Sign here:

Date: 2 February 2007

Print name: Lance Camacho

=

⁺ See chapter 19 for defined terms.