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TALIUS GROUP LIMITED Capital/Financing Update 2012

Jul 9, 2012

65893_rns_2012-07-09_7567e1d3-a33c-40b9-b038-51d1e2b8308c.pdf

Capital/Financing Update

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ASX ANNOUNCEMENT

10 July 2012

Appendix 3B and Notice under s708A of the Corporations Act

As advised on 22 June 2012, Advance Energy Ltd has today issued shares in satisfaction of interest payable to the holders of Listed Convertible Notes (AVDG) for the quarter ending 30 June 2012.

The Company has also issued 10,000,000 shares to sophisticated investors at 0.4 cents per share. The proceeds of $40,000 (before costs) will be used for working capital.

The Placement has been undertaken under the Company’s discretionary 15% capacity.

An Appendix 3B for the issue of these shares is attached to this announcement together with a Notice under s708A of the Corporations Act.

The Board will seek ratification of the share placement at a general meeting of shareholders.

FOR FURTHER INFORMATION CONTACT

Mr Anthony Short (Managing Director) Telephone: 08 9429 2900 Facsimile: 08 9486 1011

ADVANCE ENERGY LIMITED Appendix 3B and s708A Notice ASX CODE: AVD www.advanceenergyltd.com.au

Appendix 3B New issue announcement

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, 24/10/2005.

Name of entity

ADVANCE ENERGY LIMITED

ABN

62 111 823 762

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).

  • 1 +Class of +securities issued or to be Fully Paid Ordinary Shares issued

  • 2 Number of[+] securities issued or to a) 10,000,000 be issued (if known) or maximum b) 49,544,709 number which may be issued

  • 3 Principal terms of the[[+]] securities Fully Paid Ordinary Shares

  • 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)

  • See chapter 19 for defined terms.

24/10/2005

Appendix 3B Page 2

Appendix 3B New issue announcement

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4 Do the [+] securities rank equally in all Yes
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
5 Issue price or consideration a) 0.004 per share
b) $0.0032 per share based on 80% VWAP over 5
trading days prior to 30 June 2012
6 Purpose of the issue a) Working capital
(If issued as consideration for the b) Allotment of shares in satisfaction of
acquisition of assets, clearly identify convertible note (AVDG) interest payments .
those assets)
7 Dates of entering [+] securities into
uncertificated holdings or despatch 10/07/2012
of certificates
Number +Class
8 Number and +class of all (a) 399,942,859 (a) FPO
+securities quoted on ASX (b) 202,931,748 (b) Options
( including the securities in clause (c) 6,675,500 (c)Convertible Notes
2 if applicable)
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  • See chapter 19 for defined terms.

26/05/2011

Appendix 3B Page 3

Appendix 3B New issue announcement

Number +Class 9 Number and +class of all 9 CPS +securities not quoted on ASX ( including the securities in clause 2 if applicable) 10 Dividend policy (in the case of a No change trust, distribution policy) on the increased capital (interests)

Part 2 - Bonus issue or pro rata issue

11 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 to determine 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 of acceptances or renunciations

  • See chapter 19 for defined terms.

26/05/2011

Appendix 3B Page 4

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 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.

26/05/2011

Appendix 3B Page 5

Appendix 3B New issue announcement

  • 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 N/A

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.

26/05/2011

Appendix 3B Page 6

Appendix 3B New issue announcement

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)

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

  • See chapter 19 for defined terms.

26/05/2011

Appendix 3B Page 7

Appendix 3B New issue announcement

Quotation agreement

  • 1 +Quotation of our additional +securities is in ASX’s absolute discretion. ASX may quote the[+] securities on any conditions it decides.

  • 2 We warrant the following to ASX.

  • The issue of the[+] securities to be quoted complies with the law and is not 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.

  • 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.

  • 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.

Sign here:

Date: 10 July 2012

~~(Director~~ /Company secretary)

Print name: A Jobling

  • See chapter 19 for defined terms.

10 July 2012 Appendix 3B Page 1

Notice under Section 708A (5) ( E) Of the corporations Act 2011 (Cth)

Issuer: Advance Energy Ltd

Details of the issue or offer of securities

Details of the issue or offer of securities
Class of Securities Ordinary Shares
ASX Code of Securities AVD
Date of the issue or expected issue of the
securities
10 July 2012
Total number of the securities issued or
expected to be issued
10,000,000

Notice:

  1. Advance Energy Ltd gives ASX (as the relevant market operator) notice relating to the issue of securities identified above;

  2. This notice is given under paragraph 5( c) of Section 708A of the Corporations Act 2011 (Cth) (Corporations Act) ;

  3. Advance Energy Ltd issued the securities identified above without disclosure to the investors under part 6D.2 of the Corporations Act 2011 (Cth);

  4. As at the date of this notice, Advance Energy Ltd has complied with;

  5. a. The provisions of Chapter 2M of the Corporations Act 2011 (Cth) as they apply to it; and

  6. b. Section 674 of the Corporations Act 2011 (Cth)

  7. There is no excluded information (as defined in section 708A(6)( e) of the Corporations Act (Cth)) as at the date of this notice

Signed for and on behalf of the issuer:

Alistair Jobling Company Secretary