THORNEY TECHNOLOGIES LTD — Capital/Financing Update 2013

Feb 6, 2013

==> picture [128 x 57] intentionally omitted <==

AUSTRALIAN RENEWABLE FUELS LIMITED ABN 66 096 782 188 Level 5, 409 St Kilda Road Melbourne VIC 3004 TEL: +61 (3) 9981 0010 FAX: +61 (3) 9981 0020 www.arfuels.com.au

7 February 2013

ASX Announcement

Capital Injection For ARW - $12.3 Million Capital Raising

Australian Renewable Fuels Limited (ASX:ARW) is very pleased to advise that it has successfully agreed a capital raising mechanism to raise $12.3 million at 0.7 cents per share, comprising an immediate placement of $4.27 million and an underwritten 3 for 8 entitlement offer of $8 million to shareholders (with the ability of shareholders to apply for oversubscriptions).

Attached are:

1. Letter to shareholders, with information regarding the capital raising as well as the status of the takeover offer to acquire Wentworth Holdings Limited (ASX: WWM).

2. Cleansing Notice

3. New Issue Announcement Appendix 3B.

4. Notice of Status of Conditions relating to the Wentworth Bid, the conditions of which are not being waived and which are not expected to be satisfied.

The trading halt in ARfuels shares can now be lifted.

Yours faithfully,

==> picture [152 x 51] intentionally omitted <==

Mark Licciardo Company Secretary

Australian Renewable Fuels Limited

==> picture [128 x 58] intentionally omitted <==

AUSTRALIAN RENEWABLE FUELS LIMITED ABN 66 096 782 188 Level 5, 409 St Kilda Road Melbourne VIC 3004 TEL: +61 (3) 9981 0010 FAX: +61 (3) 9981 0020

7 February 2013

Dear ARfuels Shareholder

CAPITAL INJECTION FOR ARW

Update on Takeover Offer

As shareholders are aware, Australian Renewable Fuels Limited (ASX:ARW) (“Company”) has a current takeover bid ("Bid") for shares in Wentworth Holdings Limited (ASX: WWM. The Bid has a 90% minimum acceptance condition, and current acceptances are 42%. Australian Renewable Fuels Limited (ARfuels) considers that the minimum acceptance condition is unlikely to be satisfied having regard to the current level of acceptances and the publicly stated intentions of key Wentworth shareholders. Accordingly, ARfuels does not intend to waive or alter the Bid conditions, with the effect that the Bid is expected to lapse on 15 February 2013 without it being extended or implemented. Those Wentworth shareholders who have accepted the Bid will retain ownership of their Wentworth shares and ARfuels thanks all of them for their interest and support of the Company.

Capital Raising

In light of this, ARfuels is very pleased to advise that it has successfully agreed an alternative capital raising mechanism to raise $12.3 million at 0.7 cents per share, comprising an immediate placement of $4.27 million and an underwritten 3 for 8 entitlement offer of $8 million to shareholders with the ability of shareholders to apply for oversubscriptions.

ARfuels is delighted that the Placement and Entitlement Offer are each supported by its existing largest shareholders Lignol Energy Corporation (Lignol) and Thorney Holdings Pty Ltd (Thorney) as well as new corporate shareholder Wentworth and other institutions. This demonstrates the strong support and confidence of those parties in the ARfuels business.

ARfuels is very pleased with this outcome and the equity funding provides timely access to funds and certainty for the business.

The funds raised will be principally used to meet working capital requirements for the growth of the business and to repay ARfuels current senior debt facility. A shareholder update on the operations and financial results for the quarter ended 31 December 2012 will be published on Friday 8 February 2013.

The highlight of the newsletter will be the announcement that ARfuels will for the first time report a Net Profit After Tax of $1.4M for the six months to 31 December 2012 (subject to final audit review). Commentary on this result will be included in the newsletter.

==> picture [128 x 58] intentionally omitted <==

Placement

ARfuels has entered into Subscription Agreements to raise $4.27 million with settlement scheduled for 12 February 2013 through the issue of 610 million shares (approximately 25% of its current capital) at 0.7 cents each as follows:

• Wentworth, for $1.4 million;

• Thorney Holdings Pty Ltd, for $1.0 million;

• Lignol Energy Corporation, for $1.25 million; and

• Various clients of Investorfirst Limited and new Investors for the balance.

Broker fees of $160,000 are payable by ARfuels on the placement.

Entitlement Offer

ARfuels has entered into an Underwriting Deed with Wentworth and Thorney to underwrite a nonrenounceable entitlement offer of $8 million to shareholders (including the Placement shareholders) on a 3 for 8 basis at 0.7 cents per share as follows:

• Shareholders will be invited to apply for over-subscriptions for shares in addition to their entitlement.

• Each of Wentworth and Thorney are underwriting the entitlement offer as to 50% each.

• Sub-underwriting support of $1.75 million has been provided by Lignol.

• An underwriting fee of $120,000 is payable by ARfuels.

• The Underwriting Deed contains only minimal termination rights.

• The Entitlement Offer will be made pursuant to an Entitlement Offer Booklet, and if you are eligible and wish to participate in the Entitlement Offer, you will need to complete your personalised Entitlement and Acceptance Form that will accompany it.

• The record date for the Entitlement Offer is 7.00 pm on 15 February 2013.

• A copy of the Entitlement Offer Booklet is intended to be lodged with ASX on 18 February 2013 and will be sent to eligible shareholders.

• The Entitlement Offer closes on 5 March 2013.

Further Information about the Entitlement Offer

Pursuant to the ASX Listing Rules, the Company provides you with the following information in connection with the Entitlement Offer.

1. The Shares will rank equally in all respects from the date of allotment with the existing class of quoted shares.

2. ARfuels is today applying for quotation of the shares issued pursuant to the Entitlement Offer on the official list of the ASX.

3. It is anticipated the shares will be issued on 14 March 2013.

==> picture [128 x 58] intentionally omitted <==

1. The total number and class of all shares quoted on ASX (including the maximum number of Shares to be issued under the Placement and Entitlement Offer) are as follows:

Class	Number
Existing ordinary shares	2,441,300,361
Placement	610,000,000
Entitlement Offer	1,144,237,636
TOTAL	4,195,537,997

1. All shares issued pursuant to the Entitlement Offer will have the same dividend entitlements as existing shares.

2. No shareholder approval for the Entitlement Offer is required.

3. The Entitlement Offer is non-renounceable. This means that ARfuels shareholders who do not take up their entitlements to participate in the Entitlement Offer will not be able to transfer or receive any value for those entitlements and their equity interest in the Company will be diluted.

4. The shares in the Entitlement Offer will be offered on the basis of 3 Shares for every 8 Shares held by the shareholder at 7.00pm (Melbourne time) on Friday, 15 February 2013.

5. The offer under the Entitlement Offer relates to fully paid ordinary shares.

6. Only shareholders with registered addresses in Australia, New Zealand and other jurisdictions where the Offer can be made will be sent the Entitlement Offer Booklet. In compliance with Listing Rule 7.7.1, the Company has decided that it is unreasonable to make the offer to shareholders with registered addresses outside of those jurisdictions having regard to each of the following:

7. the number of those security holders registered;

8. the number and value of the securities that would have been offered to those security holders; and

9. the cost of complying with the legal requirements and requirements of regulatory authorities in the overseas jurisdictions.

10. The latest date for despatch of certificates and entry of the securities into your security holdings is 14 March 2013.

If you have any queries regarding your entitlement or participation in the upcoming Entitlement Offer, please contact ARfuels on +61 3 9981 0010.

Yours sincerely

==> picture [112 x 54] intentionally omitted <==

Philip Garling Chairman

==> picture [128 x 58] intentionally omitted <==

AUSTRALIAN RENEWABLE FUELS LIMITED ABN 66 096 782 188 Level 5, 409 St Kilda Road Melbourne VIC 3004 TEL: +61 (3) 9981 0010 FAX: +61 (3) 9981 0020

7 February 2013

ASX Limited

Cleansing Notice

This notice is given by Australian Renewable Fuels Limited under section 708AA(2)(f) of the Corporations Act 2001 as modified by Australian Securities and Investments Commission Class Order [CO 08/35].

ARfuels today announced an underwritten non-renounceable Entitlement Offer on a 3 for 8 basis at 0.7 cents per share of its fully paid ordinary shares (“New Shares”) to ARfuels shareholders (“Eligible Shareholders”) who are registered as a holder of ARfuels shares at 7.00pm (Melbourne time) on the Record Date of Friday, 15 February 2013 and have a registered address in Australia or New Zealand and such other jurisdictions where the offer can be made.

Eligible Shareholders may, in addition to taking up their entitlements in full, apply for oversubscriptions by way of additional shares ( " Additional Shares " ) in excess of their entitlements at the same price as under the Entitlement Offer. Additional shares will only be available where there is a shortfall between applications received from Eligible Shareholders and the number of New Shares (“Top-Up Facility”). The allocation policy for Additional Shares subscribed pursuant to the Top-Up Facility will be as follows:

• (a) Each Eligible Shareholder who has applied for Additional Shares through the Top-Up Facility will be entitled to receive Additional Shares on a proportionate share of the shortfall having regard to their holdings as at the Record Date, (provided that to avoid any doubt, no Eligible Shareholder is permitted to increase its relevant interest to more than 20% of the shares on issue following the Entitlement Offer through an application for Additional Shares under this mechanism);

• (b) If any shortfall remains, it will be allocated to the underwriters and sub-underwriters.

An offer document for the Entitlement Offer is expected to be dispatched to Eligible Shareholders on 18 February 2013.

ARfuels confirms that:

• (a) ARfuels will offer the New Shares under the Entitlement Offer for issue without disclosure to investors under Part 6D.2 of the Act;

• (b) this notice is given by ARfuels under section 708AA(2)(f) of the Act, as modified by CO 08/35;

==> picture [128 x 58] intentionally omitted <==

• (c) as at the date of this notice, ARfuels has complied with:

• (i) the provisions of Chapter 2M of the Act as they apply to ARfuels; and

• (ii) section 674 of the Act;

• (d) as at the date of this notice, there is no excluded information of the type referred to in subsections 708AA(8) and (9) of the Act; and

• (e) the potential effect of the Entitlement Offer on the control of ARfuels is as follows:

• (i) If all Eligible Shareholders take up their entitlements under the Entitlement Offer, then the Entitlement Offer will have no effect on the control of ARfuels.

• (ii) If some Eligible Shareholders do not take up all of their entitlements under the Entitlement Offer, then the interests of those Eligible Shareholders in ARfuels will be diluted.

• (iii) The proportional interests of shareholders who are not Eligible Shareholders will be diluted because such shareholders are not entitled to participate in the Entitlement Offer.

• (iv) The Entitlement Offer is underwritten by Wentworth Holdings Limited (“ Wentworth ”) as to 50% (approximately $4 million) and Thorney Holdings Pty Ltd (" Thorney ") as to 50% (approximately $4 million), with $1.75 million of the total underwritten commitment being sub-underwritten by Lignol Energy Corporation (Lignol).

• (v) As a result of the underwriting and sub-underwriting arrangements described above, if all Eligible Shareholders take up their entitlements under the Entitlement Offer and there is no shortfall under the Entitlement Offer, then neither Wentworth or Thorney (nor any sub-underwriter including Lignol) will be issued with ARfuels shares under the Entitlement Offer as underwriter or sub-underwriter. However, if there is a shortfall under the Entitlement Offer (including after determination of any applications under the Top-Up Facility), the underwriters and sub-underwriters are expected to subscribe for ARfuels shares equal to the shortfall which will dilute the interests of all other shareholders.

• (vi) The maximum voting power of all known substantial shareholders of ARfuels, at the date of this notice (and assuming no change to those shareholdings prior to the close of the Entitlement Offer) both currently and following the Entitlement Offer, is set out in the table below:

==> picture [128 x 58] intentionally omitted <==

Substantial shareholder	Current number of shares over which holder has voting power	Current voting percentage	Maximum possible number of shares over which holder may have voting power following the Placement and Entitlement Offer	Maximum possible voting percentage	Note
Thorney	264,774,867	10.85%	854,060,581	20.36%	1
Wentworth	0	0%	646,428,571	15.41%	2
Lignol	363,000,000	14.87%	791,571,429	18.87%	3

Notes:

1. This takes into account the $1 million Placement and $3.125 million of shares underwritten under the Entitlement Offer (having regard to the Lignol subunderwriting).Thorney is a 26% shareholder in Wentworth, and this does not take into account any deemed relevant interest in Wentworth's shares which if taken into account would increase the maximum possible voting percentage to 35.77%

2. This takes into account the $1.4 million Placement and $3.125 million of shares underwritten under the Entitlement Offer. Thorney is a 26% shareholder in Wentworth, and this does not take into account any deemed relevant interest in Thorney's shares which if taken into account would increase the maximum possible voting percentage to 35.77%.

3. This takes into account the $1.25 million Placement and $1.75 million of shares sub-underwritten under the Entitlement Offer.

If you have any queries regarding your entitlement or participation in the upcoming Entitlement Offer, please contact ARfuels on +61 3 9981 0010.

Yours sincerely

==> picture [112 x 54] intentionally omitted <==

Philip Garling Chairman

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 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12

Name of entity

Australian Renewable Fuels limited

ABN

66 096 782 188

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 issued 2 Number of+securities issued or to be issued (if known) or maximum number which may be issued 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)	Ordinary shares fully paid
	1,144,237,636 ordinary shares pursuant to the Entitlement Offer will be issued. This does not represent new securities that have been issued at the date of this announcement.
	Three ordinary shares for Eight ordinary shares held (inclusive of the shares to be issued under the Placement announced simultaneously with this issue announcement). Entitlement Issue

• See chapter 19 for defined terms.

Appendix 3B Page 1

01/08/2012

4 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 5 Issue price or consideration 6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets) 6a Is the entity an+eligible entity that has obtained security holder approval under rule 7.1A? If Yes, complete sections 6b – 6h in relation to the+securities the subject of this Appendix 3B, and comply with section 6i 6b The date the security holder resolution under rule 7.1A was passed 6c Number of+securities issued without security holder approval under rule 7.1 6d Number of+securities issued with security holder approval under rule 7.1A	Yes
	0.7 cents per share
	Repay current senior debt facility and meet working capital requirements for the growth of the ARfuels business.
	Not Applicable to the Entitlement Issue
	Not Applicable
	Not Applicable
	Not Applicable

6e Number of[+] securities issued Not Applicable with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting) 6f Number of securities issued Not Applicable under an exception in rule 7.2 6g If securities issued under rule Not Applicable 7.1A, was issue price at least 75% of 15 day VWAP as calculated under rule 7.1A.3? Include the issue date and both values. Include the source of the VWAP calculation. 6h If securities were issued under Not Applicable rule 7.1A for non‐cash consideration, state date on which valuation of consideration was released to ASX Market Announcements 6i Calculate the entity’s remaining Not Applicable issue capacity under rule 7.1 and rule 7.1A – complete Annexure 1 and release to ASX Market Announcements 7 Dates of entering +securities Thursday 14 March 2013 into uncertificated holdings or despatch of certificates Number +Class 8 Number and +class of all 4,195,537,997 (This Ordinary shares +securities quoted on ASX includes the 610, ( including the securities in 000,000 shares being section 2 if applicable) issued under the Placement)

• See chapter 19 for defined terms.

Appendix 3B Page 3

01/08/2012

9 Number and +class of all +securities not quoted on ASX (including the securities in section 2 if applicable) 10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)	Number	+Class
	150,000 190,000 10,500,000 45,000,000 57,500,000 40,000,000 200,000,000 15,000,000 273	Options, exercisable at 10c, expiring 26 March 2013 Options, exercisable at 10c, expiring 22 September 2013 Options, exercisable at 2c, expiring 30 September 2014 Options, exercisable at 3c, expiring 15 December 2014 Options, exercisable at 3c, expiring 28 February 2015 Options, exercisable at 4c, expiring 15 March 2015 Options, exercisable at 1c, expiring 15 March 2013 Options, exercisable at 4c, expiring 30 November 2015 Unlisted Convertible Notes
	N/A

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	No
	Non‐renounceable
	Three shares offered for eight shares held at the Record Date, with the ability to applyfor over‐subscriptions

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	Fully paid ordinary shares
	15 February 2013
	No
	Fractions will be rounded up to the nearest whole number
	Those jurisdictions other than Australia, New Zealand and such other jurisdictions where the offer can be made.
	5 March 2013

• See chapter 19 for defined terms.

Appendix 3B Page 5

01/08/2012

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?	Wentworth Holdings Limited Thorney Holdings Pty Ltd
	$120,145
	Nil
	Nil
	Nil
	No
	18 February 2013
	8 February 2013
	Not Applicable
	Not Applicable
	Not Applicable
	Not Applicable

• See chapter 19 for defined terms.

Appendix 3B Page 6

1/1/2003

• 32 How do[+] security holders dispose Not Applicable of their entitlements (except by sale through a broker)?

• 33 +Despatch date

18 February 2013

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

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.

Appendix 3B Page 7

01/08/2012

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)	Not Applicable
	Not Applicable
	Not Applicable
	Not Applicable
	Number	+Class
	Not Applicable

• See chapter 19 for defined terms.

Appendix 3B Page 8

01/08/2012

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: . 7 February 2013

(Company secretary)

Print name: Mark Licciardo

== == == == ==

• See chapter 19 for defined terms.

Appendix 3B Page 9

01/08/2012

Australian Renewable Fuels Limited (ABN 66 096 782 188)

Notice of status of Conditions under section 630(3) of the Corporations Act

To: Wentworth Holdings Limited (ABN 41 080 167 264)

And to: ASX Limited

This notice is given by Australian Renewable Fuels Limited (ARfuels) in relation to the offer dated 21 December 2012 (Offer) made in the Bidder's Statement as supplemented (Bidder's Statement) by ARfuels for all of the ordinary shares in Wentworth Holdings Limited.

For the purposes of section 630(3) of the Corporations Act 2001 (Cth), ARfuels gives notice that:

• (a) none of the Conditions set out in clause 11.8 of the Bidder’s Statement have been freed;

• (b) so far as ARfuels is aware, none of the Conditions have been fulfilled or waived; and

• (c) at the time of giving this notice, ARfuels' voting power in Wentworth Holdings Limited is 41.7%.

Unless the context requires otherwise, defined terms in this notice have the same meaning as in the Bidder's Statement.

This notice is dated 7 February 2013.

Signed for and on behalf of ARfuels

==> picture [131 x 51] intentionally omitted <==

---

Andrew White Director Australian Renewable Fuels Limited