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THORNEY TECHNOLOGIES LTD M&A Activity 2013

Feb 17, 2013

65908_rns_2013-02-17_6fe5af78-6c4d-4060-97d9-786654f64867.pdf

M&A Activity

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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

18 February 2013

ASX Announcement

Wentworth Takeover Bid Closed

Australian Renewable Fuels Limited (ASX: ARW) (ARfuels) advises that its off-market takeover bid for Wentworth Holdings Limited (Wentworth) closed on 15 February 2013, with the conditions of the offer unfulfilled at that time. Therefore, all contracts resulting from acceptances of the takeover offer by Wentworth shareholders are void.

Those Wentworth shareholders who have accepted the takeover offer will retain ownership of their Wentworth shares and ARfuels thanks them for their interest and support.

As a result of the lapse of its takeover offer, ARfuels no longer holds a relevant interest in any Wentworth shares. Attached is ASIC Form 605 - Notice of ceasing to be a substantial holder.

Yours faithfully,

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Mark Licciardo Company Secretary Australian Renewable Fuels Limited

Form 605

Corporations Act 2001

Section 671B Notice of ceasing to be a substantial holder

To: Company Name/Scheme Wentworth Holdings Limited ( Wentworth )

ACN/ARSN 080 167 264

1. Details of substantial holder (1)

Name Australian Renewable Fuels Limited ( ARfuels )

ACN (if applicable) 096 782 188

This notice is also given by ARfuels on behalf of each of its subsidiaries and associated parties listed in Annexure "A".

The holder ceased to be a 15/02/2013 substantial holder on The previous notice was given to the company on 04/02/2013 The previous notice was dated 04/02/2013

2. Changes in relevant interests

Particulars of each change in, or change in the nature of, a relevant interest (2) of the substantial holder or an associate (3) in voting securities of the company or scheme, since the substantial holder was last required to give a substantial holding notice to the company or scheme are as follows:

Date of change Person whose relevant
interest changed
Nature of change (4) Consideration
given in relation
to change (5)
Class and number
of securities
affected
Person's votes
affected
15/02/2013 AR Fuels (and
associates
Lapse of offer dated 21 December
(Offer) contained in its Bidder’s
Statement dated 17 December 2012.
All contracts resulting from
acceptances of the takeover offer by
Wentworth shareholders are void.
Nil 93,538,799 93,538,799

3. Changes in association

The persons who have become associates (3) of, ceased to be associates of, or have changed the nature of their association (7) with, the substantial holder in relation to voting interests in the company or scheme are as follows:

Name and ACN (if applicable) Nature of association
N/A N/A

4. Addresses

The addresses of persons named in this form are as follows:

Name Address
ARfuels Level 5, 409 St Kilda Road, Melbourne VIC 3044
Each of the parties listed in Annexure "A" Refer to Annexure "A"

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print name Mark Licciardo

capacity Company Secretary

Signature

sign here

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date 18/02/2013

DIRECTIONS

  1. If there are a number of substantial holders with similar or related relevant interests (eg. a corporation and its related corporations, or the manager and trustee of an equity trust), the names could be included in an annexure to the form. If the relevant interests of a group of persons are essentially similar, they may be referred to throughout the form as a specifically named group if the membership of each group, with the names and addresses of members is clearly set out in paragraph 4 of the form.

  2. See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001.

  3. (3) See the definition of "associate" in section 9 of the Corporations Act 2001.

  4. Include details of:

  5. a. any relevant agreement or other circumstances because of which the change in relevant interest occurred. If subsection 671B(4) applies, a copy of any document setting out the terms of any relevant agreement, and a statement by the person giving full and accurate details of any contract, scheme or arrangement, must accompany this form, together with a written statement certifying this contract, scheme or arrangement; and

  6. b. any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting powers or disposal of the securities to which the relevant interest relates (indicating clearly the particular securities to which the qualification applies).

See the definition of "relevant agreement" in section 9 of the Corporations Act 2001.

  1. Details of the consideration must include any and all benefits, money and other, that any person from whom a relevant interest was acquired has, or may, become entitled to receive in relation to that acquisition. Details must be included even if the benefit is conditional on the happening or not of a contingency. Details must be included of any benefit paid on behalf of the substantial holder or its associate in relation to the acquisitions, even if they are not paid directly to the person from whom the relevant interest was acquired.

  2. The voting shares of a company constitute one class unless divided into separate classes.

  3. Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice.

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Annexure A

This is the annexure of one page marked “A” mentioned in the ARfuels Form 605 - Notice of ceasing to be a substantial holder signed by me and dated 18 February 2013.

Signed:

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Name: Mark Licciardo, Company Secretary

Australian Renewable Fuels Limited subsidiaries and associated parties (all of which are wholly owned unless otherwise indicated):

1. Biodiesel Producers Limited
2. Australian Renewable Fuel Picton Pty Ltd
3. Australian Renewable Fuel Adelaide Pty Ltd
4. ARF Global Pty Ltd
5. Shelly Nominees Pty Ltd
6. Besok Fuels Pty Ltd
7. ARF Plantations Pty Ltd
8. ASG Analytik Pty Ltd (50%)
9. American Renewable Fuels Inc (63%)

The address of each party is Level 5, 409 St Kilda Road, Melbourne VIC 3004, except for American Renewable Fuels Inc where the address is c/- Corporation Services Company, 125 Lincoln Avenue Suite 223, Sante Fe NM 87501 USA.

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