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THORNEY TECHNOLOGIES LTD AGM Information 2007

Nov 25, 2007

65908_rns_2007-11-25_525545fd-5083-4e3b-a510-8356d8d29e34.pdf

AGM Information

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Monday 26 November 2007

ASX Release

Company Announcements Office Australian Stock Exchange Limited 10[th] Floor, 20 Bond Street SYDNEY NSW 2000

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Dear Sir/Madam,

RE: Conduct of AGM and detailed presentations from Chairman and CEO USA

We have pleasure in submitting the format for the conduct of the Australian Renewable Fuels Limited Annual General Meeting 2007 being held today. In addition, we submit two detailed presentations given by the Chairman Alan Mulgrew and the CEO (US) Ross Garrity.

Yours faithfully,

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Max L Ger

Finance Director/Company Secretary

ENDS

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Conduct of AGM

3[rd] Annual General Meeting of Shareholders of Australian Renewable Fuels Limited Monday, 26 November 2007 at 2:00pm WDT

BUSINESS

  1. WELCOME

Good morning and let me extend a warm welcome to both shareholders and visitors who are with us today for the third Annual General Meeting of Australian Renewable Fuels Limited.

My name is Alan Mulgrew and I am the Chairman of the Board of Directors and will chair this meeting today.

At this point I would like to introduce you to my fellow Directors:

  • Rob Scott, Deputy Chairman

  • John Lillywhite, Managing Director

  • Max Ger, Finance Director and Company Secretary

  • Glyn Denison, Director

Apologies have been received from Directors Geoffrey Towner and Graham Scott.

I will run through the agenda for today’s meeting, so that you are aware of what will be covered and in what order.

I will commence by giving a brief overview of the significant events that occurred during the financial year, followed by the formal business of the meeting. After this has been completed, I will close the meeting and then present a detailed presentation entitled “Biodiesel – Australian Challenges and US Opportunities” which will be followed by a presentation from our US Chief Executive Officer, Ross Garrity. There will be time for questions from the floor during the course of the proceedings.

Third Annual General Meeting of Shareholders to be held on Monday 26 November 2006 at 2:00 pm

2. QUORUM

There being a quorum present, I declare the AGM to be properly constituted and declare the meeting open.

3. CHAIRMAN’S ADDRESS

The year ending 30 June 2007 saw a number of important milestones achieved by ARFuels. These included:

  • Commissioning of the biodiesel plant at Picton early in the financial year;

  • Demonstrated ability to produce high quality biodiesel with Energea technology and utilising then low cost feed materials including tallow and used cooking oils;

  • Further development of our United States subsidiary, Amercian Renewable Fuels Inc.

  • Production of tallow based biodiesel (80% tallow) to Australian biodiesel standard at both plants;

  • Further resolution of technical issues at both plants during the ramp up phase;

  • Certain significant off-take agreements with major customers were secured;

  • Further steps to strengthen both the Board and Management Teams were implemented.

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Third Annual General Meeting of Shareholders to be held on Monday 26 November 2006 at 2:00 pm

FINANCIAL:

The after-tax loss for the year amounted to $33.56 million, equating to 24.87 cents per share. The loss results from the expensing of all costs not directly related to construction activities and an impairment charge to our Adelaide plant as is fully described in our Financial Report.

Significant event occurring after year end:

There has been a dramatic increase in the price of feedstocks used in the manufacture of biodiesel during the past six months and, in particular, the last six weeks. This has caused us to place both our manufacturing plants on a “care and maintenance basis”. I will cover the impact of these cost pressures and our plans to deal with such a major circumstance in my detailed presentation.

Thank you ladies and gentlemen, we will now proceed to the formal business of the meeting.

4. NOTICE OF MEETING

The Notice of Meeting has been mailed to all registered members and with your agreement I will take it as read.

This AGM has been called for the purpose of considering and if thought fit, passing the resolutions as detailed in the Notice of Meeting. Certain resolutions have been withdrawn in the light of recent developments.

5. MINUTES

Copies of the Minutes of the last AGM were signed by Alan Mulgrew, as Chairman, on the 15 December 2006 and entered into the Minute book on that day.

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Third Annual General Meeting of Shareholders to be held on Monday 26 November 2006 at 2:00 pm

6. ANNUAL REPORT AND FINANCIAL STATEMENTS

The Annual Report was mailed to members on 25 October 2007 and has been held by members for a time that meets the statutory period. Under the Corporations Act, we are not required to seek approval of shareholders for the Annual Report.

We do have here representatives from our Auditors – BDO Kendalls, Glyn O’Brien and Phil Murdoch, who are available to answer any questions from shareholders in relation to the content of the audit report, accounting policies adopted, or the conduct of the audit this year.

7. ORDINARY BUSINESS

The meeting will now consider the Remuneration Report as outlined on pages 8-13 in the 2007 Annual Report. The Corporations Act under Section 250R (2) requires that the Company proposes a resolution that the remuneration report be adopted. The report outlines the amount of remuneration, policy and any performance conditions and details of executive contracts. Shareholders should note that Resolution 1 is an “advisory-only” resolution which does not bind the Directors or the Company.

I ask members to now consider and if thought fit, pass the following Resolution 1, as an ordinary non-binding resolution:

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Third Annual General Meeting of Shareholders to be held on Monday 26 November 2006 at 2:00 pm

Resolution 1

“That the Directors’ Remuneration Report as contained within the Directors’ Report to the year ended 30 June 2007 be adopted.”

Do I have a shareholder to move the motion?

Mover_____

Do I have a seconder? Thank-you

Seconder________

If anyone has any questions they wish to raise in connection with the proposed resolution, please could they raise them now?

I advise members that the following proxies have been received in relation to this resolution:

  • For – 17,094,574

  • Against - 697,412 and

  • Abstained – 541,742

  • The total amount of open votes for the Resolution is 1,499,069

Ladies and gentlemen, I put the motion to the meeting.

Those of you in favour, please raise your hand.

All those against, please raise your hand.

I declare the motion carried/lost.

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Third Annual General Meeting of Shareholders to be held on Monday 26 November 2006 at 2:00 pm

Re-election of Directors:

The meeting will now consider the election of Directors in accordance with the Corporations Act and the Company’s Constitution.

Members, I ask that you now consider and if thought fit, pass the following resolution, as an ordinary resolution:

Resolution 2

“That Mr Geoffrey Towner, being a Director of the Company, retiring by rotation in accordance with Rule 13.2 of the Company’s Constitution and being eligible, offers himself for re-election, be reelected as a Director of the Company.”

Do I have a shareholder to move the motion?

Mover_____

Do I have a seconder? Thank-you

Seconder________

If anyone has any questions they wish to raise in connection with the proposed resolution, please could they raise them now?

I advise members that the following proxies have been received in relation to this resolution:

  • For – 17,737,111 ;

  • Against – 322,857

  • Abstained – 248,760

  • The total amount of open votes for the Resolution is 1,524,069

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Third Annual General Meeting of Shareholders to be held on Monday 26 November 2006 at 2:00 pm

Resolution 2 (cont)

Ladies and gentlemen, I put the motion to the meeting.

Those of you in favour, please raise their hand.

All those against, please raise their hand.

I declare the motion carried/lost.

Due to significant events that have occurred between the financial year end and the date of this meeting, resolutions 3, 4 and 5 listed in the notice convening the Annual General Meeting have been withdrawn.

9. OTHER BUSINESS

In accordance with the Corporations Act, shareholders were notified in the Notice of Meeting to submit any written questions of our auditor, in relation to the conduct of the audit, preparation and contents of the audit report and the accounting policies adopted by the Company or in relation to the independence of the auditor in relation to the conduct of the audit.

No written questions were submitted to the Company by the due date.

Is there any other business that can lawfully be brought forward?

11. CLOSURE:

As that concludes the formal business of the meeting, I hereby declare the meeting closed, after which I will take questions.

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Third Annual General Meeting of Shareholders to be held on Monday 26 November 2006 at 2:00 pm

10. CHAIRMAN’S DETAILED PRESENTATION:

I will now make a detailed presentation covering the past year, the

current status of the business and the future strategy.

  • ** Power Point Presentation 1**

12. US CEO’S PRESENTATION:

The Company’s US Chief Executive Officer, Ross Garrity will now make his presentation.

** Power Point Presentation 2**

13. QUESTIONS:

If there are no more questions, we'd like to thank members and guests for their attendance.

I would like to invite you all to join us for light refreshments and informal discussion outside the meeting room, thank you.

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Chairman’s Presentation to the AGM

“Biodiesel - Australian Challenges and US Opportunities”

OBJECTIVES SET FOLLOWING THE

2006 AGM

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  • Manufacture biodiesel from the cheapest feed stocks and minimise use of expensive vegetable oils.

  • Reliable Operations – production and quality

  • Sell to oil majors and others such as distributors and very large end-use diesel customers who can manage the blending and distribution.

  • Reduce operating and corporate costs.

  • Improve company structure, governance and shareholder communication.

  • Lobby governments for a better regulatory environment.

Profitability

OBJECTIVES

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Manufacture biodiesel from the cheapest feed stocks

  • Both plants operated on high tallow mixes.

  • Used cooking oil successfully processed at Adelaide.

Operations – Product and Quality

  • Commonwealth Biofuels Grant based on production and quality benchmarks achieved.

  • Plant processes and Product quality passed stringent inspections and testing by major oil companies and independent laboratories.

OBJECTIVES

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Sales

CONTRACTED NEGOTIATIONS AGREEMENTS COMPLETED REACHED

Caltex Shell – Final Documents achieved.

FMG – Terms sheet incorporating risk/reward agreed.

SAFF

Mobil – Offer to contract Gull subject to final US H/Q Others Piacentini quality check. Wesfarmers BHP Olympic Dam – Trial under contract ready to Spot sales

OBJECTIVES

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Reduce operating costs and overheads

Expenditure cut by $1 million on an annualised basis (before plants placed in C&M).

  • Rationalisation of staff and resources undertaken at both plants and Perth office.

  • Appointment of new Managing Director

  • Outsourcing of IT

  • Ongoing review of expenditure, skills and costs.

OBJECTIVES

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Government discussions on the regulatory platform

Much time and effort expended for no return

  • Federal government and opposition indifferent to the strategic value of a biofuels industry.

  • No new money in Liberal policy, instead a trialling of B20 for two years – further confusing the target market.

  • No mention of biofuels in the Labor policy.

  • The Minister for Industry, Tourism and Resources did write to ARF on 10 September stating “I am aware of the difficulties that Australian biodiesel producers face and will continue to work with the industry on these

OBJECTIVES

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Improve governance and shareholder communication

  • Open Briefings and regular ASX announcements were used to inform investors.

  • • Board and management restructure.

Profitability

  • Lag time of implementing sales contracts with oil majors and other clients impacted negatively on the recovery of fixed cost overheads.

  • Unreasonable demands of some oil majors for multi million dollar investments in their terminals.

  • Increased feed stock prices squeezed margins to unacceptable levels.

  • Fixing feed stock costs or hedging of inputs to outputs not possible.

  • Rising oil prices offset to a large degree by the volatility of a rising AUD.

IMPACTS ON PROFIT

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Feed stock prices rapidly increased to unsustainable levels

  • Feedstock costs rose by more than 50%, in the case of tallow from less than $600 pmt to more than $900 pmt.

  • Attempts to renegotiate an uneconomic and inflexible feedstock supply agreement were unsuccessful.

  • EOI conducted by Macquarie Bank on behalf of ARF to lock in long term economically feasible feedstock supply agreements were unsuccessful.

… accompanied by unreasonable demands from some major oil companies

  • Some major oil companies insisted on ARF meeting the capital costs of their terminal upgrades, at a cost of several millions of dollars.

CURRENT STATUS

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The business and shareholders were presented with unacceptable risks that eroded the fundamentals underpinning the business plan.

  • Steeply increasing feed stock prices

  • An inability to hedge operating margins long term

  • Infrastructure investment demands of major oil companies

CURRENT STATUS

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Given these events and the advice of Macquarie Bank the Board made the following decisions in the interest of shareholder value.

  • Place Picton and Adelaide plants under care and maintenance.

  • Current assets and liabilities to be cash flow managed – (ahead of target).

  • Obtain support of bank until overdraft is repaid – expected in February.

  • • Realise surplus from net current assets and realisation of value from surplus equipment and other fixed assets.

  • Macquarie Bank to focus on the feasibility and financing of the US business – a renegotiation of terms will be required.

STRATEGY FOR THE FUTURE

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1. Primary focus of ARF will be to develop its US biodiesel interests.

2. Maintain operation of ARF so that the US strategy can be completed and value obtained from its current 62% holding.

3. Continue to identify sustainable opportunities to restart Australian Operations.

4. Realise value from surplus fixed assets.

STRATEGY FOR THE FUTURE

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Accelerate US biodiesel initiative.

American Renewable Fuels Inc (ARF Inc) is well positioned;

Clovis New Mexico (NM)

  • On 5 November, the City of Clovis granted ARF Inc title to 25 acres in the Clovis Industrial Park. (Title will revert back to the City Council if ARF Inc does not start the project within 18 months.)

  • The grant of land is accompanied by a 15 year forgiveness of property taxes.

  • ARF Inc has received conditional approval from the Burlington Northern Santa Fe line for rail design and track construction for rail car movements into and out of the facility.

STRATEGY FOR THE FUTURE

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Feasibility Study

  • Informa Economics are finalizing work to investigate the options and challenges for both animal fat/grease feedstock and off take potential for the planned biodiesel plant in Clovis.

  • New Mexico has passed into legislation a B5 mandate that will phase in starting in 2010 for State vehicles and 2012 for all diesel fuel sold in the State.

  • ITAC, an engineering firm specializing in the oil and gas and ethanol sectors has completed preliminary design of the planned 75 million gallon facility.

  • Completion of engineering design to this level has enable ARF Inc to;

  • Seek fixed price quotes for the materials and componentry required for plant construction. All information has been received.

  • In turn, seek a fixed price Engineer – Procure – Construct contract with ITAC. This submission is in preparation.

  • Investors should note that ITAC has subscribed to USD $850,000 equity in

STRATEGY FOR THE FUTURE

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Risk Management

  • ARF Inc recognizes the need to protect its biodiesel margins from feedstock volatility and upwards price pressure.

  • ARF Inc has engaged Informa Economics to undertake analysis of the feedstock price “hedging” options.

  • ARF Inc is working with leading renderers and agri brokers on feedstock supply arrangements that share risk or offer ARF flexibility.

  • ARF Inc is in discussions with both commodity traders and direct fuel industry participants such as refineries for off take arrangements matching the 75 million gallon annual production capacity of the plant.

STRATEGY FOR THE FUTURE

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Timing

  • The successful raising of USD 2.2 million equity has enabled ARF to accelerate the Feasibility Study timetable so that project assessment and financing discussions can be concluded by end of 2007 or very early 2008.

  • It is too early to provide any forecasts of outcomes or detail of capital structure, participation etc. however ARF Ltd will be focussed on ensuring the best return for its shareholders.

  • US financiers are discussing capital raising options based on progress of Feasibility Study.

  • The outcome of feasibility and the optimum capital structure will require a joint review by ARF and Macquarie Bank.

  • Ross Garrity, CEO of American Renewable Fuels Inc will provide more detail.

STRATEGY FOR THE FUTURE

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  • Western Australia is seen as the more promising market. Actions and advantages

  • Prioritise Australian efforts to see if Picton plant can be re-opened.

  • Some customers expressing support for a feed stock risk and reward sharing arrangement, similar to FMG.

  • Approach State governments to be customers – taking fuel on the cost of feed stock plus a fixed margin.

  • State government support for a 2011 mandate.

  • Proximity to SW resources market – a number of satisfied customers

  • Potentially less reliance on oil majors pre mandate

  • ARF has retained core technical and operating expertise

  • Plant would have to be contracted to break even level before re start.

  • Review viability of Adelaide plant.

  • Pursue business opportunities that are complimentary to ARF’s business strategy

OUTCOMES OF THE STRATEGY

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  • Australian Renewable Fuels will retain a major shareholding of ARF Inc for the benefit of its shareholders.

  • The best structure and methodology for developing US assets for the benefit of shareholders will be adopted.

  • The future of both Adelaide and Picton plants is directly linked to obtaining sufficient sustainable sales contracts.

  • The changed strategy and reduction in operating activity now requires minimum board and executive costs.

  • A restructure of the Board and Management is critical to the implementation of the strategy;

  • Max Ger to assume dual role of CEO and CFO for the Australian business.

  • Ross Garrity to continue in the role of CEO ARF, Inc.

  • Managing Director John Lillywhite will step down as Group CEO/MD at close of business today.

SUMMARY

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  • AR Fuels business model challenged in Australia by high feed stock prices, federal government indifference and unrealistic demands from some oil majors.

  • US biodiesel market is significantly more attractive with strategic policy support from the US and NM governments.

  • AR Fuels is well positioned in the US – approaching completion of key milestones.

  • Current unsustainability of Australian operations and favourable US position has caused a necessary shift in strategy.

  • Change in strategy requires a different management and board structure and company focus.

ARF has a real strategy to create shareholder value – and the

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About the Company – ARFuels, Inc.

  • Formed in August of 2006

  • Subsidiary of Australian Renewable Fuels Ltd.

  • Own Energea Technology Patent Rights for the NAFTA Region -12 years remaining

  • Member of the National Biodiesel Board

  • Experienced management team in both biodiesel and project development

Operational Plans

  • Commercial advantage of low cost feedstock

  • Multi-site developer

  • 75 MMGY facility in Clovis, NM

  • Additional sites under evaluation

  • Engineering design template allowing the scaling of the capacity from 12 MMGY up to 75 MMGY

  • Feedstock and biodiesel proposals

Feedstock Supply

Feedstock & Biodiesel Markets

  • Feedstock Sources

– Broad range of feedstock sources both domestically and internationally

– Many feedstock sources considered waste material

  • Plant to be located within 300 miles of potentially all feedstock requirements

  • Biodiesel

– 60 Billon gallon diesel requirements in the US

U.S. Biodiesel Industry

  • Bi-Partisan support for renewable fuels from both political parties

  • $1 per gallon blending credit

  • U.S. Renewable Fuel Standard

  • 7.5 billon gallons by 2012

  • 1.5 billion gallon biodiesel mandate

  • U.S. Military 20% blend requirements

  • Currently 24 states have passed

New Mexico Biodiesel Mandate

  • SB – 489 passed in 2007

  • July 2010, ALL diesel fuel sold to state agencies, political subdivisions and public schools shall contain 5% biodiesel

  • • July 2012, ALL diesel fuel sold to consumers for highway use shall contain 5% biodiesel

Clovis, New Mexico Site

Clovis, New Mexico

  • 25 acre land grant in new industrial park

  • Close to feedstock providers / oil majors

  • Park located less than 2 miles from major modes of transportation

  • Rail – 100+ trains a day pass thru Clovis

  • Truck – City expansion of heavy haul roads

  • Nearly $11M in incentives to locate project in Clovis

Critical Success Factors

� Biodiesel Experience

� Management

� Technology

� New Mexico Mandate

� Location Feedstock Distribution

Biodiesel Experience & Management

  • EPC firm renewable fuels experience

  • Key personnel from AU operations

  • Executive management experience in project development and financing

  • • Large industrial project engineering experience

Technology

  • Proven technology and improvements from Australian operations

  • Engineering design to allow for plant scale from 12 MMGY up to 75 MMGY

  • Own patent rights for the NAFTA region

  • Joint Venture / Licensing of the technology

  • Current interest in technology

– Plant retrofitting

Largest Southwest Producer

• 75 MMGY Plant located in Clovis, NM

  • Logistics

– Site has capacity for over 100 railcars – Company plans 200+ railcar fleet – Company plans 25+ tanker truck fleet • Storage

– 30 days input and finished product storage

– Total storage capacity in excess 15M gallons

Location to Feedstock Providers

Competition

Partnerships – Supply & Marketing

Large Multi-National Corporation LOI

  • Provide all feedstock based on our

  • requirements – veg oil and fats

  • • Purchase all biodiesel and co-products produced at plant

  • Offset a majority of capital requirements via tolling arrangements

  • Selective in partner selection process, only

Feedstock Sources

  • Producers

– Discussions at executive level with top 3 feedstock producers

  • Market pricing model with hedging available to tie feedstock to biodiesel production

  • Brokers

– Letters of intent from two large feedstock brokers

– Able to use varying sources depending upon

New Mexico Refineries

  • New Mexico has biodiesel use requirements beginning in 2010

  • Negotiations with two companies representing 4 refineries in the area

  • Lower transportation costs to blender

  • Biodiesel can replace current ULSD additives currently employed

Clovis, NM Project Funding Update

  • Large U.S. Bank

– Seeking $100M in equity and senior debt

– Determines major equity players – Develops interest in the project leading to “auction” process between key potential investors

– Develops the best deal, but requires longer time frame

Plant Layout

Engineering Update

  • Fixed price contract supplied by ITAC

  • $80M capital costs

– Detailed engineering to begin Jan 1, 2008

  • Air permit filed and expected to be approved 1[st] QTR 2008

  • Estimated construction schedule

  • May 1, 2008 – Groundbreaking

Project Timeline

Conclusion

  • Large multi-national company proposing to provide all feedstock and purchase all biodiesel and co-products on a simple tolling arrangement

  • Process technology able to use all grades of feedstock

  • Demand for biodiesel increasing in the Southwest U.S. while few plants under