TALIUS GROUP LIMITED — Proxy Solicitation & Information Statement 2009

Sep 10, 2009

Advance Energy Limited A C N 1 1 1 8 2 3 7 6 2 NOTICE OF GENERAL MEETING

The General Meeting of the Company will be held at Suite 4, 16 Ord Street, West Perth, Western Australia on 13 October 2009 at 10.00am (WST).

Shareholders are urged to attend or vote by lodging the proxy form attached to this Notice

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Advance Energy Limited A C N 1 1 1 8 2 3 7 6 2

NOTICE OF GENERAL MEETING

Notice is hereby given that a general meeting of Shareholders of Advance Energy Limited ( Company ) will be held at Suite 4, 16 Ord Street, West Perth, Western Australia on 13 October 2009 at 10.00am (WST) ( Meeting ).

The Explanatory Memorandum to this Notice provides additional information on matters to be considered at the Meeting. The Explanatory Memorandum and the Proxy Form comprise part of this Notice.

The Directors have determined pursuant to regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered as Shareholders on 11 October 2009 at 5.00pm (WST).

Terms and abbreviations used in this Notice and the Explanatory Memorandum are defined in Schedule 1.

AGENDA

1. Resolution 1 – Authorise Listed Convertible Note Issue

To consider, and if thought fit, pass with or without amendment as an ordinary resolution the following:

"That, in accordance with Listing Rule 7.1 and for all other purposes, Shareholders authorise and approve the Company to issue up to 20,000,000 listed convertible notes, each with a face value of $1.00, with an interest rate of 9.5% per annum for a five year term and on the terms and conditions in the Explanatory Memorandum ( Listed Convertible Note Issue )."

Voting Exclusion

The Company will disregard any votes cast on this Resolution by a person who may participate in the Listed Convertible Note Issue and who might obtain a benefit except a benefit solely in their capacity as holders of ordinary securities if the Resolution is passed, or an associate of that person.

However, the Company will not disregard a vote if:

• (a) it is cast by the person as proxy for a person who is entitled to vote, in accordance with directions on the Proxy Form; or

• (b) it is cast by the person chairing the Meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

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2. Resolution 2 – Approval of Unlisted Convertible Notes Issue

To consider, and if thought fit, pass with or without amendment as an ordinary resolution the following:

"That, in accordance with Listing Rule 7.1 and for all other purposes, the Company approves and authorises the Directors to issue up to 10,000,000 unlisted convertible notes each with a face value of $1.00 and a conversion price being the higher of a minimum of $0.08 or 70% of the volume weighted average market price for Shares on the thirty days prior to the conversion of the unlisted convertible notes ( "Unlisted Convertible Notes" ) to institutional and professional and sophisticated investors on the terms and conditions outlined in the Explanatory Memorandum ( "Unlisted Convertible Note Issue ")."

Voting Exclusion

The Company will disregard any votes cast on this Resolution by a person who may participate in the Unlisted Convertible Note Issue and who might obtain a benefit except a benefit solely in their capacity as holders of ordinary securities if the Resolution is passed, or an associate of that person.

However, the Company will not disregard a vote if:

• (a) it is cast by the person as proxy for a person who is entitled to vote, in accordance with directions on the Proxy Form; or

• (b) it is cast by the person chairing the Meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

Dated 10 September 2009 By Order of the Board

Mr David Ballantyne Company Secretary

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Advance Energy Limited A C N 111 823 762

EXPLANATORY MEMORANDUM

Introduction

This Explanatory Memorandum has been prepared for the information of Shareholders in connection with the business to be conducted at the Meeting to be held at Suite 4, 16 Ord Street, West Perth, Western Australia on 13 October 2009 at 10.00am (WST).

1. Background

At a general meeting on 29th May 2009, Shareholders approved the issue of up to 10,000,000 unlisted convertible notes ( May 2009 Notes ). On the date of the Notice, the Company had issued 2,550,000 May 2009 Notes. The Company intends to shortly issue a further 5,000,000 May 2009 Notes pursuant to a funding agreement with a leading Perth financial services group (as announced on 11 June 2009). ASX granted the Company a waiver from Listing Rule 14.7 to enable the Company to issue these 5,000,000 May 2009 Notes by no later than 29 September 2009.

To continue its acquisition and development program, the Company now seeks to undertake the following:

• (a) A Listed Convertible Note Issue to raise up to $20,000,000 by way of a placement of Listed Convertible Notes. Each Listed Convertible Note will be listed, have a face value of $1.00, an interest rate of 9.5% and a five-year term. The Listed Convertible Note Issue will be made under a prospectus which will be sent in due course. The Company anticipates that the Listed Convertible Notes will be issued periodically.

• (b) An Unlisted Convertible Note Issue to raise up to $10,000,000 by way of a placement of Unlisted Convertible Notes to sophisticated investors where each Convertible Note will have a face value of $1.00, an interest rate of 12% and a term of between 18-36 months. The Company anticipates that the Unlisted Convertible Notes will be issued periodically. The Unlisted Convertible Notes have the same terms and conditions as the May 2009 Notes.

Funds raised from the Listed Convertible Note Issue and the Unlisted Convertible Note Issue will be used to further develop and grow the Company’s profitable operations around an increasing portfolio of producing assets in the Permian Basin of Texas.

The Company seeks to offer investors the opportunity to take advantage of accelerating world energy demand in an environment of diminishing supply, via a disciplined strategic focus and deliberate investment approach. Through the application of a successful business model the Company aims to maximise project, investor and shareholder returns.

The capital structure of the Company on completion of the May 2009 Notes, Listed Convertible Note Issue and Unlisted Convertible Note Issue is set out below.

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Securities	Shares	Listed Convertible Notes	Options	Unlisted Convertible Notes
Existing	156,367,720	0	19,350,000	9,550,0001
Convertible Note Issue	0	0	0	10,000,000
Listed Convertible Note Issue	0	20,000,000	0	0
Total	156,367,720	20,000,000	19,350,000	19,550,000

1 This includes the issue of 5,000,000 May 2009 Notes by the Company.

2. Resolution 1 – Authorise Listed Convertible Note Issue

2.1 Introduction

Resolution 1 seeks Shareholder approval to issue up to 20,000,000 Listed Convertible Notes to raise up to $20,000,000 (before costs). Schedule 2 to this Explanatory Memorandum contains the terms and conditions of the Listed Convertible Note Terms.

Resolution 1 is an ordinary resolution.

2.2

Listing Rule 7.1 – Shareholder approval

Listing Rule 7.1 requires Shareholder approval for the Listed Convertible Note Issue. Listing Rule 7.1 provides, subject to certain exceptions, that Shareholder approval is required for any issue of securities by a listed company, where the securities proposed to be issued represent more than 15% of the Company’s securities then on issue.

The Listed Convertible Note Issue represents more than the 15% of the Company’s securities on issue for the purposes of Listing Rule 7.1. Accordingly, Shareholder approval is sought in accordance with Listing Rule 7.3.

2.3 Specific information required by Listing Rule 7.3

For the purposes of the Shareholder approval of the Listed Convertible Note Issue and the requirements of Listing Rule 7.3, information is provided as follows:

• (a) The maximum number of securities the Company can issue is 20,000,000 Listed Convertible Notes (and 333,333,333 Shares on conversion of the Listed Convertible Notes).

• (b) The Company will issue the Listed Convertible Notes within 3 months of the date of the Meeting (or such longer period of time as ASX may, in its discretion, allow pursuant to a waiver of Listing Rule 7.3.2).

• (c) The Listed Convertible Notes will each have a face value of $1.00.

• (d) The Listed Convertible Notes will be issued to members of the general public.

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• (e) The Listed Convertible Notes will be issued on the terms and conditions in Schedule 2 to this Explanatory Memorandum.

• (f) The Listed Convertible Note Issue will raise up to $20,000,000. The Company proposes to use the funds to further develop and grow the Company’s profitable operations around an increasing portfolio of producing assets in the Permian Basin of Texas.

• (g) The allotment of Listed Convertible Notes will occur progressively.

• (h) A voting exclusion statement is included in the Notice.

3. Resolution 2 – Unlisted Convertible Note Issue

3.1 Introduction

Resolution 2 seeks Shareholder approval to issue up to 10,000,000 Unlisted Convertible Notes to raise up to $10,000,000 (before costs). Schedule 3 to this Explanatory Memorandum contains the terms and conditions of the Unlisted Convertible Note Terms. The Unlisted Convertible Notes have the same terms and conditions as the May 2009 Notes.

Resolution 2 is an ordinary resolution.

3.2 Listing Rule 7.1 – Shareholder approval

Listing Rule 7.1 requires Shareholder approval for the Unlisted Convertible Notes Issue. Listing Rule 7.1 provides, subject to certain exceptions, that Shareholder approval is required for any issue of securities by a listed company, where the securities proposed to be issued represent more than 15% of the Company’s securities then on issue.

The Unlisted Convertible Note Issue represents more than the 15% of the Company’s securities on issue for the purposes of Listing Rule 7.1. Accordingly, Shareholder approval is sought in accordance with Listing Rule 7.3.

3.3 Specific information required by Listing Rule 7.3

For the purposes of the Shareholder approval of the Unlisted Convertible Notes Issue and the requirements of Listing Rule 7.3, information is provided as follows:

• (a) The maximum number of securities the Company can issue is 10,000,000 Unlisted Convertible Notes (and 125,000,000 Shares on conversion of the Unlisted Convertible Notes).

• (b) The Company will issue the Unlisted Convertible Notes no later than 3 months after the date of the Meeting (or such longer period of time as ASX may, in its discretion, allow pursuant to a waiver of Listing Rule 7.3.2).

• (c) The Unlisted Convertible Notes will each have a face value of $1.00.

• (d) The Unlisted Convertible Notes will be issued to sophisticated investors.

• (e) The Unlisted Convertible Notes will be issued on the terms and conditions in Schedule 3.

• (f) The Unlisted Convertible Note Issue will raise up to $10,000,000. The Company proposes to use the funds to further develop and grow the

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Company’s profitable operations around an increasing portfolio of producing assets in the Permian Basin of Texas.

• (g) The allotment of Unlisted Convertible Notes will occur progressively.

• (h) A voting exclusion statement is included in the Notice.

4. Action to be taken by Shareholders

Shareholders should read this Explanatory Memorandum carefully before deciding how to vote on the Resolutions.

A Proxy Form is attached to the Notice. This is to be used by Shareholders if they wish to appoint a representative (a 'proxy') to vote in their place. All Shareholders are invited and encouraged to attend the Meeting or, if they are unable to attend in person, to sign and return the Proxy Form to the Company in accordance with the instructions provided. Lodgement of a Proxy Form will not preclude a Shareholder from attending and voting at the Meeting in person.

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Schedule 1 – Definitions

In this Explanatory Memorandum and Notice:

ASIC means the Australian Securities and Investments Commission.

ASX means ASX Limited ABN 98 008 624 691 and where the context permits the Australian Securities Exchange operated by ASX Limited.

Board means the board of Directors.

Company means Advance Energy Limited ACN 111 823 762.

Corporations Act means the Corporations Act 2001 (Cth).

Director means a director of the Company and Directors means the directors of the Company.

Dollar or $ means Australian dollars.

Explanatory Memorandum means this explanatory memorandum.

Listed Convertible Note means a convertible note with the terms and conditions in Schedule 2.

Listed Convertible Note Issue has the meaning in Resolution 1 of the Notice.

Listing Rules means the Listing Rules of ASX.

May 2009 Notes has the meaning in section 1 of this Explanatory Memorandum.

Meeting has the meaning given in the introductory paragraph of the Notice.

Notice means the notice of meeting to which the Explanatory Memorandum is attached.

Proxy Form means the proxy form attached to the Notice.

Resolution means a resolution in the Notice.

Schedule means a schedule to this Explanatory Memorandum.

Share means a fully paid ordinary share in the capital of the Company.

Shareholder means a shareholder of the Company.

Unlisted Convertible Note has the meaning in Resolution 2 of the Notice.

Unlisted Convertible Notes Issue has the meaning in Resolution 2 of the Notice.

WST means Western Standard Time, being the time in Perth, Western Australia.

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Schedule 2– Terms and Conditions of Listed Convertible Notes

1. The Listed Convertible Notes will each have a face value of at least $1.00 ( Face Value

2. The maturity date of the notes will be 5 years from the date they are first issued.

3. The minimum subscription will be 25,000 Listed Convertible Notes.

4. The terms and conditions of the Listed Convertible Notes are subject to and conditional upon the terms of a trust deed.

5. The Listed Convertible Notes will be unsecured.

6. The Company will apply to ASX for official quotation of the Listed Convertible Notes.

7. Interest will be on the Listed Convertible Notes at the rate of 9.5% per annum and payable quarterly in arrears. The interest on Listed Convertible Notes issued during a quarterly interest period will be payable in respect of the entire quarterly interest period notwithstanding that the Listed Convertible Notes were only issued for a portion of the quarterly interest period.

8. Interest will accrue daily from the date of issue of the Listed Convertible Note until the earlier of:

9. a. maturity;

10. b. redemption; or

11. c. conversion.

12. The Listed Convertible Notes will only be convertible after 2 years from the issue date. The Noteholder may convert the Listed Convertible Notes to fully-paid ordinary shares ( Shares ) in the Company on 30[th] June or 31[st] December ( Conversion Period ).

13. During the Conversion Period, the Listed Convertible Notes may be converted at the higher of a minimum of $0.08 or a 15% discount of the volume weighted average price for Shares on SX over a period of 30 days prior to the Conversion Period.

14. The Listed Convertible Notes will be redeemed for Face Value on maturity if not converted by the Noteholder.

15. The Listed Convertible Notes may be redeemed on the occurrence of usual events of default contained in the trust deed (including default in payment under the Listed Convertible Note terms, material breach of the Listed Convertible Note terms, on winding up of the Company and on liquidation of the Company) or a change in control of the Company.

16. The Listed Convertible Notes and the trust deed will be subject to the usual events of default.

17. The Shares to be allotted on conversion will be ordinary fully paid shares with the same terms and conditions as those currently on issue and application will be made to ASX for the official quotation of these Shares.

18. There are no participation rights or entitlements inherent in the Listed Convertible Notes and the Noteholder will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Listed Convertible Notes.

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1. The Listed Convertible Notes will be subject to usual reconstruction provisions in the event of a reconstruction of the Company. Such provisions will be consistent with the Listing Rules.

2. The Listed Convertible Notes will be subject to usual adjustment provisions if there is a bonus issue or return of capital. Such provisions will be consistent with the Listing Rules.

3. The Listed Convertible Notes are transferrable in accordance with the trust deed.

4. The Company may at any time purchase Listed Convertible Notes in the open market, by private treaty or by tender, to be cancelled or re-sold at the option of the Company.

5. The Listed Convertible Notes do not confer on the holders any rights to attend or vote at general meetings of Shareholders. The Noteholders will have the usual rights to vote a meeting of the Noteholders

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Schedule 3– Terms and Conditions of Unlisted Convertible Notes

1. Coupon rate of a maximum of 12% per annum with interest accruing daily and payable three months in arrears.

2. Unless converted by the Noteholder, the term of each Unlisted Convertible Note will have a minimum term of 18 months and maximum term of 36 months. The Company will repay the Noteholder the face value of each Unlisted Convertible Note at expiry of the term.

3. The Unlisted Convertible Notes are unsecured, unlisted and can only be transferred or sold with 45 days notice to the Company, and subject to the Company retaining a preemptive right to redeem the Unlisted Convertible Notes on the same terms as the proposed transfer or sale.

4. The Company may pay an upfront fee of up to 6 % on the amount of the Unlisted Convertible Notes to the Noteholder or its nominee.

5. The conversion price of the Unlisted Convertible Note will be the higher of a minimum of $.0.08 or 70% of the volume weighted average market price for Shares on the 30 days prior to the conversion of the Unlisted Convertible Notes.

6. If all of the Unlisted Convertible Notes are repaid or converted then the Unlisted Convertible Notes are automatically cancelled and may not be re-issued.

7. If at any time the Company makes a bonus issue 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.

8. If the Company undertakes any capital reconstruction then, subject to the Listing Rules, the entitlement of a Noteholder to convert an Unlisted Convertible Note must be reconstructed in the same proportion and manner as the reconstruction.

9. The Company must give the Noteholder notice of all general meetings and the Noteholder may attend general meetings but may not vote unless permitted by the Corporations Act or the Listing Rules.

10. The Noteholder may by written notice to the Company declare an Unlisted Convertible Note due and payable on the occurrence of any of the following events:

11. a. the Company fails to make any payment due in accordance with the note conditions within 20 business days of the due date;

12. b. the Company makes default in duly performing or observing any of the undertakings or agreements contained in the Unlisted Convertible Note;

13. c. any representation or warranty contained in the Unlisted Convertible Note is found to be false or misleading in any material respect;

14. 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;

15. 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;

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• f. a receiver or a receiver and manager or administrator of the undertaking or property of the Company is appointed;

• g. the Company suspends payments of its debts or the Company without the consent of the Unlisted 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 Unlisted 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.

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ADVANCE ENERGY LIMITED

ACN 111 823 762

P R O X Y F O R M

The Company Secretary Advance Energy Limited

By delivery: Suite 4, Ground Floor 16 Ord Street WEST PERTH WA 6005

By post: By facsimile: Suite 4, Ground Floor 16 Ord Street 08 9486 1011 WEST PERTH WA 6005

I/We[1] ________________

of ________________

being a Shareholder/Shareholders of the Company and entitled to _______

votes in the Company, hereby appoint[2 ] ___________

or failing such appointment the chairman of the Meeting as my/our proxy to vote for me/us on my/our behalf at the General Meeting of the Company to be held at Advance Energy Limited, Suite 4, 16 Ord Street, West Perth, Western Australia 6005 on 13 October 2009 at 10.00 AM (WST) and at any adjournment thereof in the manner indicated below or, in the absence of indication, as he thinks fit. If 2 proxies are appointed, the proportion or number of votes of this proxy is authorised to exercise is * [ ]% of the Shareholder’s votes*/ [ ] of the Shareholder’s votes. (An additional Proxy Form will be supplied by the Company, on request).

INSTRUCTIONS AS TO VOTING ON THE RESOLUTION

IMPORTANT:

The chairman of the annual general meeting intends to vote undirected proxies in favour of the Resolutions.

The proxy is to vote for or against the Resolution referred to in the Notice as follows:

For Against Abstain

Resolution 1 Authorise Listed Convertible Note Issue

Resolution 2 Authorise Unlisted Convertible Note Issue

Authorised signature/s This section must be signed in accordance with the instructions overleaf to enable your voting instructions to be implemented.

Individual or Shareholder 1 Shareholder 2 Shareholder 3 Sole Director and Sole Company Director Director/Company Secretary Secretary

Contact Name Contact Daytime Telephone Date 1Insert name and address of shareholder 2 Insert name and address of proxy *Omit if not applicable

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Proxy Notes:

A Shareholder entitled to attend and vote at the Meeting may appoint a person or a corporation as the Shareholder's proxy to attend and vote for the Shareholder at that Meeting. If the Shareholder is entitled to cast 2 or more votes at the Meeting the Shareholder may appoint not more than 2 proxies. Where the Shareholder appoints more than one proxy the Shareholder may specify the proportion or number of votes each proxy is appointed to exercise. If such proportion or number of votes is not specified each proxy may exercise half of the Shareholder's votes. A proxy may, but need not be, a Shareholder of the Company.

If a Shareholder appoints a corporation as the Shareholder’s proxy to attend and vote for the Shareholder at that meeting, the representative of the corporation to attend the meeting must produce the appropriate Certificate of Appointment of Representation prior to admission. A form of the certificate may be obtained from the Company’s share registry.

You must sign this form as follows in the spaces provided:

Joint Holding: where the holding is in more than one name all of the holders must sign. Power of Attorney: if signed under a Power of Attorney, you must have already lodged it with the registry, or alternatively, attach a certified photocopy of the Power of Attorney to this Proxy Form when you return it. Companies: a Director can sign jointly with another Director or a Company Secretary. A sole Director who is also a sole Company Secretary can also sign. Please indicate the office held by signing in the appropriate space.

If a representative of the corporation is to attend the Meeting the appropriate "Certificate of Appointment of Representative" should be produced prior to admission. A form of the certificate may be obtained from the Company’s Share Registry.

Proxy Forms (and the power of attorney or other authority, if any, under which the Proxy Form is signed) or a copy or facsimile which appears on its face to be an authentic copy of the Proxy Form (and the power of attorney or other authority) must be deposited at or received by facsimile transmission at the West Perth office of the Company (16 Ord Street, West Perth, WA, 6005, or Facsimile 08 9486 1011 if faxed from within Australia or +618 08 9486 1011 if faxed from outside Australia) not less than 48 hours prior to the time of commencement of the Meeting (WST).

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