TALIUS GROUP LIMITED — Proxy Solicitation & Information Statement 2009

Jun 22, 2009

==> picture [195 x 171] intentionally omitted <==

ASX ANNOUNCEMENT

Date 23 June 2009

Notice of Meeting

The Company confirms the despatch to shareholders of the attached Notice of Meeting. An Appendix 3B is also attached to this announcement.

FOR FURTHER INFORMATION CONTACT

Mr Anthony Short (Managing Director) or Mr David Ballantyne (Company Secretary) Telephone: 08 9486 1122 Facsimile: 08 9486 1011

ABOUT ADVANCE ENERGY LIMITED

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 looks 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 maximise returns on funds invested.

ADVANCE ENERGY LIMITED Notice of Meeting

Advance Energy Limited

ACN 111 823 762

NOTICE OF GENERAL MEETING

A General Meeting of the Company will be held at Suite 2, 16 Ord Street, West Perth, Western Australia . on 23 July 2009 at 10:00am (WST)

This notice of general meeting should be read in its entirety. If shareholders are in doubt as to how they should vote, they should seek advice from their accountant, solicitor or other professional adviser prior to voting.

Should you wish to discuss any matter please do not hesitate to contact the company secretary by telephone on (08) 9486 1122

ACTION REQUIRED BY SHAREHOLDERS

Review this document in detail and seek professional advice

This document contains important information about your investment in shares and should be read in its entirety. We encourage you to seek advice from your financial advisers before making any decisions.

Vote on the resolutions

We strongly urge you to vote in person or by proxy at the general meeting to be held at Suite 2, 16 Ord St, West Perth, Western Australia at 10.00am (WST) on 23 July 2009.

Voting in person

You may vote by attending the general meeting to be held at Suite 2, 16 Ord St, West Perth, Western Australia at 10.00am (WST) on 23 July 2009.

If you are a corporate shareholder and wish to appoint a representative to attend the general meeting, you should ensure that your representative can provide appropriate evidence of his or her appointment.

You may appoint another person by power of attorney to attend the general meeting and vote on your behalf. Appropriate evidence of the grant of the power of attorney must be received at the address below on or before 10.00am (WST) on 21 July 2009 (being 48 hours before the time of the general meeting).

Voting by proxy

If you are unable to attend the general meeting, you are encouraged to complete and return the proxy form attached to this notice of meeting.

A proxy form is enclosed with this document.

The instructions for completion of the proxy form are on the reverse side of the proxy form. The proxy form should be completed and returned to:

In person: Suite 2, 16 Ord St, West Perth, Perth, Western Australia 6005 By post: PO Box 1779, West Perth WA 6872 By fax: +61 (8) 9486 1011

To be valid, your proxy form must be received at the above address on or before 10.00am (WST) on 21 July 2009, being 48 hours before the time of the general meeting ( proxy deadline ).

A written proxy appointment must be signed by the shareholder or the shareholder's attorney. Where the appointment is signed by the shareholder's attorney, a certified copy of the authority, or the authority itself, must be lodged with the company in one of the above ways by the proxy deadline. If facsimile transmission is used, the authority must be certified.

Questions

If you have any questions concerning your shareholding, please contact Advance Energy Limited, on +61 (0)8 9486 1122, or your stockbroker or financial adviser.

1

Advance Energy Limited

ADVANCE ENERGY LIMITED ACN 111 823 762

NOTICE OF GENERAL MEETING

Notice is hereby given that a general meeting of shareholders of Advance Energy Limited will be held on 23 July 2009 commencing at 10.00am at Suite 2, 16 Ord Street West Perth, Western Australia 6005.

The explanatory statement that accompanies and forms part of this notice of meeting describes in more detail the matters to be considered.

The directors have determined pursuant to regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the general meeting are those who are registered as shareholders of the company on 21 July 2009 at 5.00pm (WST).

AGENDA

To consider and, if thought fit, to pass the following resolution as an ordinary resolution:

1. Proposed Capital Raising – Share Placement

“That, in accordance with ASX Listing Rule 7.1 and for all other purposes, shareholders approve the issue of up to 75,000,000 ordinary fully paid shares each at a minimum price of $0.08 per share in the capital of the company to raise up to $6 million on the terms and conditions in the explanatory statement.”

The company will disregard any votes cast on this resolution by a person who may participate in the proposed issue and a person who might obtain a benefit, except a benefit solely in the capacity of a security holder, if the resolution is passed, and any associate of them. However, the company need not disregard a vote if it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or 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.

For the purposes of determining voting entitlements at the general meeting, shares will be taken to be held by persons who are registered as holding shares at 5.00pm on 21 July 2009. Accordingly, transactions registered after that time will be disregarded in determining entitlements to attend and vote at the general meeting.

Proxy and voting entitlement instructions are included on the proxy form accompanying this notice of meeting.

By order of the board

David Ballantyne Company Secretary 20[th] June 2009

2

Advance Energy Limited

Explanatory Statement

1. INTRODUCTION

This explanatory statement has been prepared for the information of shareholders of Advance Energy Limited in connection with the business to be conducted at the general meeting of shareholders to be held at Suite 2, 16 Ord Street, West Perth, Western Australia on 23 July 2009 at 10.00am.

This explanatory statement forms part of and should be read in conjunction with the accompanying notice of meeting.

Shareholders should note that all the directors approved the proposal to put the resolution to shareholders as outlined in the notice of meeting and to prepare this explanatory statement.

ASX Listing Rule Requirements

ASX Listing Rule 7.1 provides that the prior approval of the shareholders of Advance Energy is required to issue equity securities if the securities will, when aggregated with the securities issued by Advance Energy during the previous 12 months, exceed 15% of the number of securities on issue at the commencement of that 12 month period.

The number of securities to be issued by Advance Energy under the proposed resolution will exceed 15% of the number of securities on issue and accordingly shareholder approval is sought for the proposed capital raising.

The information required by ASX Listing Rules 7.1 and 7.3 to be provided to shareholders is contained within this explanatory statement and the notice of meeting.

2. PROPOSED CAPITAL RAISING – SHARE PLACEMENT

As announced to the ASX on 11 June 2009, the company has entered into a funding agreement with a leading Perth based financial services group (The Financial Services Group) to raise up to $2.5 million (before costs) for the company, to be used for development of existing assets and ongoing working capital.

In accordance with the funding agreement, The Financial Services Group will use its best endeavours to procure that its clients will subscribe for up to 31,250,000 ordinary shares each at an issue price of $0.08 to raise up to $2.5 million.

In addition the company intends to place up to a further 43,750,000 shares at a minimum issue price of $0.08 to raise a further $3.5 million.

Subject to compliance with ASX Listing Rules, it is the intention of the company to seek quotation of these shares. The issue of the shares will only be to professional investors or sophisticated investors to whom a disclosure document need not be provided under sections 708 (8) or (11) of the Corporations Act or a person who has obtained an offer through a financial services licensee in accordance with, and in compliance with, section 708 (10) of the Corporations Act. No shares will be issued to related parties of Advance Energy.

To that extent, the company is requesting shareholder approval to undertake the placement

of up to 75,000,000 ordinary shares each at a minimum price of $0.08.

3

Advance Energy Limited

For the purposes of shareholder approval of the issue of securities for the capital raising and the requirements of ASX Listing Rule 7.3, shareholders are advised of the following information:

• (a) Maximum number of shares to be issued:

75,000,000.

• (b) Date by which Advance Energy will issue shares:

No later than three months after the date of the general meeting.

• (c) Price at which shares to be issued:

• $0.08 per share (minimum).

• (d) Basis upon which allottees will be determined:

Up to 31,250,000 shares will be issued at the direction of The Financial Services Group and up to 43,750,000 shares will be issued at the direction of other financial services licensees, or to professional or sophisticated investors. No shares will be issued to related parties of Advance Energy.

(e) Terms of issue:

The shares will rank equally in all respects with the existing shares on issue.

• (f) Intended use of funds raised:

Funds raised from the issue will be used to supplement working capital and assist in developing existing assets.

• (g) Dates of allotment:

Allotment will occur progressively.

• (h) Voting Exclusion:

A voting exclusion statement is included in the notice of meeting.

3. DILUTION OF EXISTING SHAREHOLDERS

The following table outlines the dilution of the existing shareholdings in the company upon the issue of the shares in accordance with resolution 1.

Ordinary Shares on issue at date of this Explanatory Memorandum	118,798,222	118,798,222
Shares to be issued under Resolution 1	Maximum number of shares on issue after placement	Maximum dilution of existing shareholders
75,000,000	193,798,222	38.70%

4

Advance Energy Limited

4. DEFINITIONS

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

• ASX Listing Rules means the official listing rules of ASX.

• Board means the board of directors of the company,

• Company or means Advance Energy Limited ACN 111 823 762. Advance Energy

• Director means a director of the company.

• Explanatory Statement means this explanatory statement accompanying the notice of meeting.

• Funding Agreement means agreement between The Financial Services Group and Advance Energy Ltd signed 11[th] June 2009 whereby The Financial Services Group will use its best endeavours to procure that its clients will subscribe for up to 31,250,000 ordinary shares each at an issue price of $0.08 to raise up to $2.5 million.

• General Meeting means the general meeting of the shareholders of the company to be held by the Company at Suite 2, 16 Ord Street, West Perth, Western Australia on 23 July 2009 at 10:00am.

• Notice of Meeting means this notice of meeting and includes the explanatory statement and proxy form.

• Resolution means a resolution referred to in the notice of meeting.

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

• Shareholder means the owner of a share.

• WST

means western standard time.

In this notice of meeting, words importing the singular include the plural and vice versa.

5

Advance Energy Limited

Proxy Form

The Secretary Advance Energy Limited Suite 4, 16 Ord Street WEST PERTH WA 6005

I/We (full name)

______________ of_______________

being a member(s) of Advance Energy Limited, hereby appoint as my/our proxy

---

of_________________

or, failing him/her the chairperson of the general meeting to attend and vote for me/us at the general meeting of the company to be held at 10.00am on 23 July, 2009 and at an adjournment thereof in respect of ____% of my/our shares or, failing any number being specified, ALL of my/our shares in the company.

The Chairman intends to vote all undirected proxies in favour of all resolutions.

RESOLUTIONS	RESOLUTIONS
		FOR	AGAINST	ABSTAIN
1	PROPOSED CAPITAL RAISING – SHARES	�	�	�

If the member is an individual or joint holder:

______ ____ Usual Signature Usual Signature

Dated this day of 2009

If the member is a Company:

Signed in accordance with the Constitution of the company the presence of:

____ _ ___ _________ Director/Sole Director Director/Secretary Sole Director and Sole Secretary

Dated this day of 2009

6

Advance Energy Limited

INSTRUCTIONS AS TO VOTING

If the chairman of the general meeting is appointed as your proxy, or may be appointed by default and you do not wish to direct your proxy how to vote as your proxy in respect to the resolution, please place a mark in the box.

�

By marking this box, you acknowledge that the chairman of the general meeting may exercise your proxy even if he has an interest in the outcome of the resolution and that votes cast by the chairman of the general meeting other than as proxy holder will be disregarded because of that interest. The chairman of the general meeting intends to vote such proxies in favour of the resolution.

If you do not mark the box, and you have not directed your proxy how to vote, the chairman will not cast your votes on the resolution and your votes will not be counted in calculating the required majority if a poll is called on the resolution.

NOTES

1. A member entitled to attend and vote is entitled to appoint not more than two proxies.

2. Where more than one proxy is appointed and that appointment does not specify the proportion or number of the member’s votes, each proxy may exercise half of the votes.

3. A proxy need not be a member of the company.

4. A proxy is not entitled to vote unless the instrument appointing a proxy and the power of attorney or other authority (if any) under which it is signed is either deposited at the registered office of the company (Suite 4, 16 Ord Street, West Perth, WA 6005) or sent by facsimile to that office on Fax: 08 9486 1011 to be received not less than 48 hours prior to the time of the general meeting.

5. If the member is a company it must execute under its common seal or otherwise in accordance with its constitution.

7

Advance Energy Limited

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.

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 1)-Fully Paid Ordinary Shares (“FPO”) issued 2)-Convertible Notes (“Notes”)

• 2 Number of[+] securities issued or to 1)-75,000,000 FPO be issued (if known) or maximum 2)-5,000,000 Notes number which may be issued

• 3 Principal terms of the[+] securities 1)-Same rights as existing FPO (eg, if options, exercise price and 2)-12% interest payable quarterly in arrears expiry date; if partly paid -Expiry date on or around 31/07/2012 +securities, the amount outstanding -Conversion option after 18 months at the

• and due dates for payment; if +convertible securities, the higher of $0.08 or a 30 day weighted average share price.

• conversion price and dates for conversion)

• See chapter 19 for defined terms.

Appendix 3B Page 1

1/1/2003

Appendix 3B New issue announcement

4 Do the[+] securities rank equally in all 1) Yes respects from the date of allotment 2) No 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 2) Upon conversion (if converted) they rank participate for the next dividend, (in the case of a trust, equally with fully paid ordinary shares. Before distribution) or interest payment conversion they are entitled to quarterly interest • the extent to which they do not payments, and have the right to receive notices rank equally, other than in for all shareholder meetings. relation to the next dividend, distribution or interest payment 5 Issue price or consideration 1) $0.08 (minimum) per FPO, to raise up to $6,000,000 2) $1.00 per note, to raise $5,000,000 6 Purpose of the issue Project development and acquisitions; and (If issued as consideration for the working capital acquisition of assets, clearly identify those assets) 7 Dates of entering[+] securities into 1) On or before 23 October 2009 uncertificated holdings or despatch 2) On or before 29 August 2009 of certificates Number +Class 8 Number and +class of all (a) 193,798,222 (a) FPO +securities quoted on ASX (b) - (b) Options ( including the securities in clause (c) - (c) Convertible notes 2 if applicable) (d) - (d) CPS

• See chapter 19 for defined terms.

Appendix 3B Page 2

1/1/2003

Appendix 3B New issue announcement

9 Number and +class of all +securities not quoted on ASX (_including_the securities in clause 2 if applicable)	Number	+Class
	(a) - (b) 19,350,000 (c) 9,300,000 (d) 9	(a) FPO (b) Options (c) Convertible notes (d) CPS

10 Dividend policy (in the case of a 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 non- renounceable? 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	N/A

• See chapter 19 for defined terms.

Appendix 3B Page 3

1/1/2003

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.

Appendix 3B Page 4

1/1/2003

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) Fully Paid Ordinary Share Securities as described in Part 1 x

• (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 setting out the number of holders in the categories[+][securities are ][+][equity securities, a distribution schedule of the additional ] 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.

Appendix 3B Page 5

1/1/2003

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

• See chapter 19 for defined terms.

Appendix 3B Page 6

1/1/2003

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.

• 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.

• 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: ~~Director/~~ Company Secretary

Date: 23 June 2009

Print name: David Ballantyne

== == == == ==

• See chapter 19 for defined terms.

Appendix 3B Page 7

1/1/2003