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TALIUS GROUP LIMITED Capital/Financing Update 2011

Nov 21, 2011

65893_rns_2011-11-21_2782bcdb-9e04-4720-a626-92fd432b2e30.pdf

Capital/Financing Update

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ASX Release 22 November 2011

ADVANCE ENERGY LIMITED (“Advance Energy” or “the Company”) CAPITAL MANAGEMENT PROGRAM SHARE PURCHASE PLAN

HIGHLIGHTS

Advance Energy seeks to raise a maximum of $1.0 million to accelerate the project identification program and to provide general working capital.

Capital raising will be by way of a Share Purchase Plan (the Plan or SPP) which will allow shareholders to subscribe for new shares at an issue price of $0.006 each (with a $2,000 minimum). Applications for shares under the Plan will be strictly limited to the total amount of $1.0 million. Scale backs will be made in the event of over-subscription. Shareholder approval may also be required should applications exceed the 30% limit on issuable securities pursuant to the Australian Securities Exchange ( ASX ) Listing Rule 7.2.

 The issue price of the shares under the Plan is equal to the volume weighted average price of Advance Energy shares traded on the last 5 days prior to this announcement less a discount of 5 % to the average closing market price over the 5 days prior to this announcement.

Invitation to Participate in Shareholder Share Purchase Plan

The Board of Directors of Advance Energy Limited ( Advance Energy or Company ) have approved the introduction of the Advance Energy Shareholder Share Purchase Plan ( Plan ) to raise funds for project identification and to provide general working capital.

Shareholders Eligible to Participate in the Plan

The right to participate in the Plan is available exclusively to shareholders who are registered as holders of fully paid ordinary shares in the capital of Advance Energy ( Shares ) at 5pm (AWST) on the Record Date of 21 November 2011 and whose registered address is in Australia or other lawful jurisdictions ( Eligible Shareholders ).

Share Purchase Plan

The Board is pleased to offer to all Eligible Shareholders an opportunity to participate in the Plan. Details of the offer are set out in this letter and the Terms and Conditions .

The Plan entitles Eligible Shareholders in the Company, irrespective of the size of their shareholding, to purchase Shares as follows:

Investment
$
Offer Price per share
$
Number of shares to be
acquired
2,000 $0.006 333,333
5,000 $0.006 833,333
10,000 $0.006 1,666,666
15,000 $0.006 2,500,000

In determining the issue price of the Shares, the Directors elected to proceed with a price that represents a discount to the recent trading price of the Shares on the ASX .

It is the Company’s intention that the amount raised under the Plan will not exceed $1.0 million and if applications under the Plan exceed the sum of $1.0 million then the Directors will apply scale backs in relation to the applications.

The volume weighted average trading price of the Shares on ASX during the 5 days immediately prior to the announcement date of this Offer was 0.63 cents.

Scale Backs in the Event of Oversubscription

The maximum number of Shares that may be issued pursuant to this Offer without shareholder approval is 65,303,074 being a total capital raising of $391,818. The limit is $1.0m. Shareholder approval may be required therefore to issue the full 166.67m shares at an application price of $0.006 to in accordance with the $1.0m limit.

In the event of an oversubscription by the Closing Date the Directors will, in their absolute discretion, scale-back some or all applications. In applying their discretion and determining criteria of or grounds for scale back the Directors may take into account matters including (without limitation):

  • The fact that the minimum subscription is $2,000.

  • The amount applied for by each Eligible Shareholder.

  • The number of Shares held at the Record Date.

  • Whether the Eligible Shareholder remains on the register on the Closing Date.

  • The date upon which an application is received.

Current Projects and Use of Funds

The funds raised will be applied to the project identification program and to provide general working capital which includes legal costs. Details of the Company’s current activities are set out in the announcements made by Advance Energy to the ASX and are available from the ASX or from the Company’s website at www.asx.com.au; or www.advanceenergyltd.com.au.

Indicative Timetable

Announcement Date of Plan 22 November 2011 Record Date (5.00pm AWST) 21 November 2011 Opening Date of Offer 22 November 2011 Closing Date of Offer 22 December 2011 Issue of Shares under the Plan 29 December 2011 Dispatch date for holding statements 29 December 2011 Quotation of Shares on ASX 29 December 2011

These dates are indicative only.

Yours sincerely

Gordon Sklenka Chairman

Advance Energy Limited ACN 111 823 762

Share Purchase Plan

22 November 2011

This is an important document. The share purchase plan does not take into account the individual investment objectives financial situation or particular needs of each eligible shareholder. If you are in any doubt about the action you should take or the contents of this document please consult your financial, taxation or other advisor. The contents of this document have not been reviewed by any regulatory authority. You are advised to exercise caution in relation to the share purchase plan.

22 November 2011

Dear Shareholder

Opportunity to participate in the Advance Energy Limited Share Purchase Plan

On behalf of the Directors of Advance Energy Limited ( Advance Energy or Company ), I am pleased to provide you with the opportunity to participate in Advance Energy’s Share Purchase Plan ( SPP ).

Advance Energy is seeking to raise a maximum of $1.0m from the SPP. The net proceeds from the SPP will be applied to project generation and identification and to provide general working capital. Details of Advance Energy’s current activities are set out in the announcements made by Advance Energy to the ASX and are available from the ASX.

Under the SPP, Shareholders are eligible to apply for shares free of brokerage and other transaction costs in one of the following amounts:

  • $2,000

  • $5,000

  • $10,000

  • $15,000

The issue price under the SPP is $0.006 (0.6 cents) per Share. This price represents a discount of 25% to the last ASX traded price of Advance Energy shares on 22 November 2011 of 0.8 cents and a discount of 5% to the volume weighted average price of Shares over the 5 trading days prior to the announcement of the SPP on 22 November 2011 (0.63 cents).

Participation in the SPP is open to Shareholders who were recorded on Advance Energy’s share register as at 5.00pm (AWST) on 21 November 2011 in accordance with the enclosed “Terms and Conditions of the Share Purchase Plan” ( SPP Terms ). Participation is entirely voluntary and the offer is non-renounceable.

To participate in the SPP, you must complete the non-renounceable “Share Purchase Plan Application Form” and return it together with your cheque made payable to “Advance Energy Limited – Subscription Account”.

Alternatively, you can make a BPAY payment in accordance with the instructions in the “Share Purchase Plan Application Form”, but if you do so you must still return the “Share Purchase Plan Application Form” for your application to be valid.

Completed application forms with appropriate payment (either by cheque or BPAY) must be received by Advance Energy’s registry by no later than 5:00pm (AWST) on 22 December 2011. Shareholders are encouraged to submit their application form as early as possible.

In deciding whether to participate in the SPP, please take time to read the enclosed SPP Terms. If needed, please seek your own investment or taxation advice.

On behalf of the Board, I invite you to consider this opportunity to increase your investment in Advance Energy and thank you for your continuing support.

If you have any questions regarding the operation of the SPP, please call Mr Lloyd Flint, Company Secretary, on (08) 9429 2900 or by email to [email protected].

Yours sincerely

Gordon Sklenka Chairman

Terms and Conditions of the Share Purchase Plan (SPP)

These terms and conditions and the accompanying “Share Purchase Plan Application Form” set out the terms and conditions of the SPP ( Terms and Conditions ). By accepting the offer to subscribe for Shares under the SPP you agree to be bound by these terms and conditions and the constitution of Advance Energy Limited ACN 111 823 762 ( Advance Energy ).

Key dates:
Announcement date 22 November 2011
Record date 5.00pm (AWST) 21 November 2011
Opening Date of SPP offer 22 November 2011
Closing Date of SPP offer 5.00pm (AWST) 22 December 2011
Issue date for Shares under SPP 30 December 2011
Expected quotation date of Shares under SPP 30 December 2011

These dates are indicative only and subject to change.

1. What is the SPP?

The SPP is a convenient and cost effective way for Eligible Shareholders to acquire fully paid ordinary shares in Advance Energy ( Shares ) at a discount to the market price during the pricing period, free of brokerage and other transaction costs.

Advance Energy is undertaking the SPP to provide an opportunity for Shareholders to increase their shareholding

in Advance Energy.

The net proceeds from the SPP will be applied to project generation and to provide general working capital which includes legal costs.

2. Who is eligible to participate?

You are eligible to participate in the SPP and considered an “ Eligible Shareholder ” if you were a registered holder of Shares as at 5:00pm (AWST) on 21 November 2011 ( Record Date ) with a registered address in Australia, New Zealand or any other jurisdiction which Advance Energy determines (in its sole discretion) is lawful and practicable for Advance Energy to issue Shares and under the SPP without providing additional disclosure.

The Board of Advance Energy has determined that it is either not lawful or not practicable to extend the SPP to Shareholders with registered addresses in the United States, and this document does not constitute an offer to Shareholders residing in the United States.

In accordance with relevant New Zealand securities law, a person who, on the Record Date, was on the register as the holder of Shares with a New Zealand address, but who on the date of the offer no longer holds Shares, is not eligible to participate in the SPP.

To the extent that you hold shares on behalf of another person outside Australia or New Zealand, it is your responsibility to ensure that any acceptance complies with all applicable foreign laws. Failure to comply with the above restrictions may result in violations of applicable securities laws.

Option holders are not eligible to participate unless they separately qualify as an Eligible Shareholder.

3. Do I have to participate?

No. Participation in the SPP is entirely voluntary.

4. How much can I invest?

You can choose to invest to a value of any one of the following amounts (subject to scale back as described in Section 13 below) by complying with the requirements on the “Share Purchase Plan Application Form”:

Investment of
$
Offer Price per share
$
Number of shares to
be acquired
Offer A~~1~~ 2,000 $0.006 333,333
Offer B 5,000 $0.006 833,333
OfferC 10,000 $0.006 1,666,666
Offer D² 15,000 $0.006 2,500,000
  • 1 Offer A is the Minimum Application Amount

² Offer D is the Maximum Application Amount

The offer under the SPP needs to comply with ASIC Class Order 09/425. Accordingly, Eligible Shareholders may only acquire up to a maximum of $15,000 of Shares under a share purchase plan or similar plan in any 12 month period (except in certain circumstances, as described in section 12 below). This limitation applies, for example, even if you receive more than one application form or you hold your existing Shares in more than one capacity. The $15,000 limit applies irrespective of the number of existing Shares you hold on the Record Date.

By applying to acquire Shares under the SPP, you:

  • certify and warrant that the aggregate of the application price paid by you for:

  • the Shares the subject of your application, or an application by a custodian on your behalf, under the SPP; and

  • any other existing Shares, or interests in existing Shares, issued to you or issued to a custodian as a result of an instruction given by you to apply for those Shares on your behalf in the 12 months before the application under an arrangement similar to the SPP (Advance Energy has not conducted a share purchase plan or similar plan in the last 12 months);

does not exceed $15,000 (unless you are applying as a custodian for one or more beneficiaries – see section 11 below);

  • represent that you are an Eligible Shareholder. In this regard:

  • to the extent that you reside outside of Australia or New Zealand, you will be warranting to Advance Energy that your acceptance complies with all applicable foreign laws; and

  • to the extent that you hold Shares on behalf of another person who resides outside of Australia or New Zealand, it is your responsibility to ensure that any acceptance complies with all applicable foreign laws;

  • acknowledge that the Shares have not, and will not be, registered under the US Securities Act or the securities law of any state or other jurisdictions, and accordingly, the Shares may not be offered, sold or otherwise transferred except in accordance with an available exemption from, or in a transaction not subject to, the registration requirements of any other securities laws; and

  • agree not to send any materials relating to the SPP to any person in the United States or that is, or is acting for the account or benefit of, a US Person. If as a Custodian, you did not receive a Custodian Certificate or would like further information, you should contact Mr Lloyd Flint using the details set out in paragraph 18 below.

Advance Energy reserves the right to reject any application for Shares or issue a fewer number of Shares subscribed for under the SPP where it believes the terms of the SPP have not been complied with.

5. Can I transfer my right to purchase the Shares?

No.

The offer under the SPP is non-renounceable. This means that you cannot transfer your right to acquire Shares under the SPP to anyone else.

6. Will shares issued under the SPP rank equally with my existing Shares?

Yes.

All Shares issued under the SPP will rank equally with your existing Shares and will carry the same voting rights, dividend rights and other entitlements as at the issue date.

7. What is the issue price of the Shares?

The issue price for each Share is $0.006 ( Issue Price ).

Shares in Advance Energy are a speculative investment, and the share price of Shares might rise or fall between the date of this offer and the date the Shares are issued to you. This means that the price you pay for a Share in Advance Energy may be greater or less than the price of Shares at the time they are issued to you.

Advance Energy recommends that you monitor Advance Energy’s share price, which can be found on the Australian Securities Exchange website at www.asx.com.au (ASX code: AVD) or in the financial pages of major Australian metropolitan newspapers.

This offer to acquire Shares is not a recommendation. If you are in any doubt about this offer, whether you should participate in the SPP or how such participation will affect you, you should consider seeking independent financial and taxation advice before making a decision as to whether or not to accept this offer.

8. How do I apply for Shares under the SPP?

To apply for Shares under the SPP, Eligible Shareholders must either :

  • complete the “Share Purchase Plan Application Form” and return it with your payment by cheque in Australian Dollars made payable to “Advance Energy Limited - Subscription Account” so that it is received by Advance Energy’s registry by no later than 5:00pm (AWST) on 22 December 2011 ( Closing Date ); or

  • make a BPAY® payment by using the personalised reference number shown on your “Share Purchase Plan Application Form”, which is required to identify your holding. If you make payment using BPAY®, the payment must be received in cleared funds by no later than the Closing Date and you must still lodge your “Share Purchase Plan Application Form” so that it is received by Advance Energy’s registry by no later than the Closing Date (Note: BPAY® payments can only be made through an Australian financial institution).

Applications received after 5:00pm (AWST) on 22 December 2011 will not be accepted.

Applications and any payments received under the SPP may not be withdrawn once they have been received by Advance Energy.

Application money will not bear interest against Advance Energy in any circumstances.

9. What are the participation costs of the SPP?

No brokerage or other transaction costs are payable by participants in the SPP. These costs will be paid by Advance Energy.

10. When will I receive the Shares?

Advance Energy intends to issue Shares under the SPP as soon as reasonably practicable after the closing date specified by Advance Energy. It is expected that Shares issued under the SPP will be quoted on ASX on or about 30 December 2011 . Shares issued under the SPP to these persons can be traded on ASX at any time after quotation on ASX.

You should receive your holding statement or confirmation advice shortly after the date of issue.

11. I have several holdings. Can I purchase a separate parcel of Shares for each holding?

If you receive more than one offer to participate in the SPP (for example, because you hold more than one shareholding under separate share accounts), the maximum you may invest under the SPP in all capacities is $15,000.

If you are recorded with one or more other persons as the joint holder of Shares, that joint holding is considered to be a single holding for the purposes of the SPP. Accordingly, joint holders are only entitled to participate in the SPP in respect of that single holding. If you receive more than one offer under the SPP due to multiple identical holdings, the maximum you may invest under the SPP in all capacities is $15,000.

However, if you are a custodian holding existing Shares as at the record date on behalf of one or more persons who resides in Australia, New Zealand or any other jurisdiction which Advance Energy determines (in its sole discretion) is lawful and practicable for Advance Energy to issue Shares under the SPP (each a Participating Beneficiary ), you may apply for up to a maximum amount of $15,000 of Shares for each Participating Beneficiary subject to certifying to Advance Energy:

  • that you hold existing Shares on behalf of each Participating Beneficiary on the Record Date (being 5.00pm

  • (AWST) on 21 November 2011);

  • that each Participating Beneficiary has subsequently instructed you to apply for Shares under the SPP;

  • the number of Participating Beneficiaries;

  • the name and address of each Participating Beneficiary;

  • in respect of each Participating Beneficiary, the number of existing Shares, or interests in existing Shares, you

  • hold on their behalf;

  • in respect of each Participating Beneficiary, the number or the dollar amount of new Shares they instructed

  • you to apply for on their behalf; and

  • there are no Participating Beneficiaries in respect of which the total of the application price for the following exceeds $15,000:

    • the new Shares applied for by you on their behalf under the SPP; and

    • any other existing Shares, or interests in existing Shares, issued to you in the 12 months before the application as a result of an instruction given by the Participating Beneficiary to you to apply for those Shares on their behalf under an arrangement similar to the SPP.

If you are a custodian and you hold existing Shares on the record date jointly on behalf of 2 or more persons:

  • the $15,000 limit applies in relation to that joint holding as if you held the Shares on behalf of a single person; and

  • you are taken to have been instructed to apply for new Shares on behalf of those persons if: − you have received such an instruction in accordance with the terms on which the shares are held; or

  • where the terms on which the Shares are held do not cover the giving of instructions of this kind, you have received such an instruction from any of those persons.

If a custodian is not able to provide this certification, then the maximum an eligible custodian may invest under the SPP in all capacities is $15,000.

For the purposes of the SPP, a custodian is a custodian as that term is defined in ASIC Class Order 09/425. If you hold shares as a trustee or nominee for another person, but are not a custodian as defined in ASIC Class Order 09/425, you cannot participate for beneficiaries in the manner described above. In this case, the rules for multiple single holdings (above) apply.

12. Scale back

Advance Energy is only seeking to raise a maximum of $1.0m under the SPP. Accordingly, Advance Energy reserves absolute discretion to scale back applications under the SPP to the extent and in the manner that it sees fit. Factors that Advance Energy may take into account in determining any scale back include, but are not limited

to, the amount applied for by each Eligible Shareholder under the SPP, the fact that the minimum subscription under the SPP is $2,000, the date on which the application under the SPP is received, the number of Shares held at the Record Date and whether the Eligible Shareholder remains on the register on the Closing Date.

Advance Energy may scale back applications below the Minimum Application Amount (being $2,000). If Advance Energy undertakes a scale back, you will receive the number of Shares determined by Advance Energy in its absolute discretion which may be less than the parcel of Shares for which you have applied. In this case, the difference between the application moneys received and the number of Shares allocated to you multiplied by the issue price, may be refunded to you by direct credit (to your nominated account if recorded on Advance Energy's share register) or cheque as soon as practicable without interest at the time of allotment.

13. Discretion and Disputes

Advance Energy reserves the right to waive strict compliance with any term or condition of this SPP. Any powers or discretions of Advance Energy may be exercised by the directors of Advance Energy or any delegate of them. Advance Energy may determine, in any manner it thinks fit, any difficulties, anomalies or disputes which may arise in connection with or by reason of the operation of the SPP whether generally or in relation to any participant or application. A determination made by Advance Energy will be conclusive and binding on all participants and other persons to whom the determination relates.

14. Changes and Termination

Advance Energy may change or terminate the SPP or the terms and conditions of the SPP at any time, whether because of a change of law, ASIC requirements or policy or any other circumstance relevant to the SPP or Advance Energy. If Advance Energy terminates the SPP, it will notify the ASX and refund any application moneys to you (without interest).

15. ASIC and ASX relief

The offer of Shares under this SPP is made in accordance with the relief granted under ASIC Class Order 09/425 which grants relief from the requirement to prepare a prospectus for the offer of new shares under the SPP.

16. Currency

Unless otherwise specified, any reference to “$” is a reference to the lawful currency of Australia.

17. Governing Law

The SPP is governed by the laws in force in Western Australia. By participating in the SPP, you submit to the nonexclusive jurisdiction of the courts of Western Australia.

18. Where can I obtain further information in relation to the SPP?

If you have any questions about the terms and conditions of the SPP or how to make an application, please contact Mr Lloyd Flint, Company Secretary, on (08) 9429 2900 or by email to [email protected]. Neither Advance Energy nor Advanced Share Registry (the company’s share registry) nor any of their personnel, is or is to be taken to be, giving any securities recommendation or investment advice in relation to the SPP nor do any of them have any obligation to do so. You should consider seeking your own advice in relation to the SPP.

Advance Energy Limited

ACN 111 823 762

SHARE PURCHASE PLAN APPLICATION FORM Offer Closes: 5.00pm AWST, 22 December 2011

OFFER OF: ADVANCE ENERGY LIMITED (THE “COMPANY”) SHARES TO EACH HOLDER OF EXISTING FULLY PAID ORDINARY SHARES IN THE COMPANY AS AT THE RECORD DATE.

IF YOU DO NOT WISH TO PURCHASE ADDITIONAL SHARES UNDER THIS OFFER THERE IS NO NEED TO TAKE ANY ACTION

Date on which offer closes: 5.00pm AWST 22 December 2011 Anticipated Issue Date: 30 December 2011 Application Price: A$0.006 Subreg : HIN/SRN :

  • I/WE _____________ Insert Shareholder/s Full Name

  • A. being registered at 5.00pm AWST on 21 November 2011 ( Record Date ) as the holder(s) of Shares in the Company hereby accept the offer made in the letter to Advance Energy Limited shareholders dated 22 November 2011 issued by the Company to the amount specified at section G below.

  • B. I/We authorise you to place my/our name(s) on the register of members in respect of the number of Shares issued to me/us pursuant to this application.

  • C. I/We acknowledge that we have read and understood the Terms and Conditions of the Share Purchase Plan and I/we agree to be bound by the Constitution of the Company, and the accompanying Terms and Conditions of the Share Purchase Plan.

  • D. I/We [delete as applicable] enclose my/our cheque for the subscription amount made payable to “ Advance Energy Limited - Subscription Account ” / have paid the subscription amount electronically using BPay®.

  • E. I/We agree to accept any lesser any number of new Shares issued to me/us under the Share Purchase Plan than the number of new Shares applied for.

  • F. By lodging this application, I/we certify that the aggregate of the subscription amount for the Advance Energy Limited Shares the subject of this application and any other Advance Energy Limited Shares applied for in the 12 months prior to the date of this application under the Share Purchase Plan or any similar arrangement (including by a custodian on my/our behalf), does not exceed $15,000.

  • G. Application for Shares To participate in the Share Purchase Plan shareholders must select only one of the following alternatives. Please mark the selected box as follows:


To participate in the Share

To participate in the Share

To participate in the Share
Purcha se Plan shareholders must selectonly one
of the following alternatives. Please mark the
se Plan shareholders must selectonly one
of the following alternatives. Please mark the
se Plan shareholders must selectonly one
of the following alternatives. Please mark the
se Plan shareholders must selectonly one
of the following alternatives. Please mark the
se Plan shareholders must selectonly one
of the following alternatives. Please mark the
se Plan shareholders must selectonly one
of the following alternatives. Please mark the
se Plan shareholders must selectonly one
of the following alternatives. Please mark the
se Plan shareholders must selectonly one
of the following alternatives. Please mark the
se Plan shareholders must selectonly one
of the following alternatives. Please mark the
se Plan shareholders must selectonly one
of the following alternatives. Please mark the

selected box as follows:

X
Offer A
Offer B
Offer C
Offer D
$2,000
(333,333 shares)
or $5,000
(833,333 shares)
or $10,000
(1,666,666 shares)
or $15,000
(2,500,000 shares)

Return of this document with the required subscription amount will constitute your acceptance of the Advance Energy Limited Shares being offered.

PAYMENT

Payment of the required subscription amount must be made either by cheque or electronically using BPay®:

1. By Cheque

1. By Cheque
Please complete thefollowing cheque payment details:
Drawer
Bank
Branchor BSB Amount

Cheques should be made payable to “ Advance Energy Limited - Subscription Account ” and crossed “Not Negotiable”.

2. By BPay®

Biller Code:

Ref No:

Please ensure you submit the correct amount and allow sufficient time for your application and BPay® payment (if paying by BPay®) to be received by Advanced Registry Services by 5.00pm AWST on 22 December 2011 . Incorrect payments may result in your application being rejected.

Telephone number where we may contact you during business hours. (_) __ Contact Name: _____

Please note:

  • Details of the Share Purchase Plan are contained in the letter from the Chairman and the Share Purchase Plan Terms and Conditions as well as this Share Purchase Plan Application Form. You should read all of these carefully.

  • Payments may only be made by cheque or BPay® in Australian dollars and drawn on an Australian branch of a financial institution.

  • Cheques are to be made payable to: “ Advance Energy Limited - Subscription Account ” and crossed “Not Negotiable”.

  • Cheques will be deposited on their day of receipt. Sufficient cleared funds should be held in your account as your application may be rejected if your cheque is dishonoured. Receipts for payment will not be issued.

  • BPay® payments must be received by 5.00pm AWST on 22 December 2011.

  • Cash payments will not be accepted via the mail or at Advanced Registry Services.

  • Direct bank transfer is not permitted.

  • Advance Energy Limited may reject any application submitted for this offer, in its absolute discretion, or if this form is not completed in accordance with this offer, or is incomplete, or if the correct amount payable is not tendered with this form or has not been paid electronically using BPay®.

  • If you are a custodian for the purposes of ASIC Class Order 09/425 and hold existing Shares on behalf of a

  • Participating Beneficiary (as defined in the Share Purchase Plan), you must submit a custodian certificate. If you did not receive a custodian certificate contact the parties below. If you need further information to determine whether you are a custodian, see the Share Purchase Plan Terms and Conditions which accompanied this application form.

Receipt by Advance Energy Limited of this form duly completed, together with the full subscription amount, will constitute irrevocable acceptance in accordance with the Share Purchase Plan Terms and Conditions and the Constitution of Advance Energy Limited by the shareholder named on this form. A signature on this form is not required.

This offer is not renounceable.

QUESTIONS AND CONTACT DETAILS

If you have any questions regarding the Share Purchase Plan or how to deal with this offer, please contact your stockbroker or professional adviser or the following:

Advanced Share Registry Services or Lloyd Flint 150 Stirling Highway Company Secretary Nedlands WA 6009 Advance Energy Limited Suite 2, 16 Ord Street Telephone : +61 8 9389 8033 West Perth WA Fax +61 8 9389 7871 Telephone: +61 8 9429 2900 Facsimile: +61 8 9486 1011

RETURN APPLICATION FORMS AND CHEQUES

If you are paying by Cheque - please return your Application Form and Cheque for the subscription amount to the address below.

If you have paid electronically using BPay ® - please return your Application Form and a copy of your BPay® receipt to the address below.

By Post By Hand Advance Energy Ltd Advance Energy Ltd C/- Advanced Share Registry Services C/- Advanced Share Registry Services PO Box 1156 150 Stirling Highway Nedlands WA 6909 Nedlands WA 6009

Offer Closes 5.00pm Australian Western Standard Time on Friday 22 December 2011