THORNEY TECHNOLOGIES LTD — M&A Activity 2013

Jan 20, 2013

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21 January 2013

ASX Limited Level 4, North Tower, Rialto, 525 Collins Street Melbourne VIC 3000

First Supplementary Bidder's Statement - Off-market takeover bid by Australian Renewable Fuels Limited for Wentworth Holdings Limited

In accordance with section 647(3)(b) of the Corporations Act 2001, Australian Renewable Fuels Limited attaches a copy of its First Supplementary Bidder's Statement dated 21 January 2013, which is supplementary to its original Bidder's Statement dated 17 December 2012.

The First Supplementary Bidder's Statement was lodged with the Australian Securities & Investments Commission today.

Yours faithfully,

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Mark Licciardo Company Secretary Australian Renewable Fuels Limited

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Australian Renewable Fuels Limited ABN 41 080 167 264

First Supplementary Bidder's Statement

in relation to the Offer by ARfuels to acquire all of your ordinary shares in Wentworth Holdings Limited ABN 41 080 167 264

You are offered 5.7 ARfuels Shares for each of your Wentworth Shares

This document is a supplementary bidder's statement under section 643 of the Corporations Act. It is the first supplementary bidder's statement issued by Australian Renewable Fuels Limited ( ARfuels ) in relation to its off-market takeover bid for all of the ordinary shares in Wentworth Holdings Limited ( Wentworth ). This document supplements, and is to be read together with, the Bidder's Statement dated 17 December 2012 ( Bidder's Statement ). This document will prevail to the extent of any inconsistency with the Bidder's Statement. Unless the context requires otherwise, terms defined in the Bidder's Statement have the same meaning where used in this document. This document is dated and was lodged with ASIC on 21 January 2013. Neither ASIC nor any of its officers takes any responsibility for the contents of this document.

1. ARfuels relevant interest in Wentworth

ARfuels confirms that as at the date of this document, its current relevant interest in Wentworth Shares is 38.7%.

2. Market Update

ARfuels refers to the ASX Announcement by Wentworth of 18 January 2013 which refers to the receipt by Wentworth of an indicative and incomplete proposal by Thorney Holdings Pty Limited in connection with an alternative transaction for Wentworth. The ASX announcement notes that the alternative indicative proposal is currently being assessed by the Wentworth Board. ARfuels has not been informed by Wentworth of any change to the recommendation of the Wentworth Directors in relation to the ARfuels Offer as a result of the receipt of the alternative indicative proposal.

3. ARfuels financial information

The following supplements the information set out in the Bidder's Statement.

The Independent Auditor's Report to the members of ARfuels for the financial year ended 30 June 2012 (set out on pages 79 -81 of the ARfuels 2012 Annual Report) noted, as a matter of emphasis without modifying the audit opinion, the existence of a material uncertainty which may cast significant doubt about ARfuels' ability to continue as a going concern.

ARfuels Board and management consider that the Wentworth transaction represents a material capital raising for ARfuels and provides the cash resources required for a number of purposes, including working capital, paying down debt and funding future growth. Accordingly, if ARfuels ends up holding 90% or more of Wentworth Shares, thereby enabling ARfuels to obtain control over the cash resources of Wentworth as a wholly owned controlled entity, then the ARfuels Board does not consider that any similar emphasis of matter statement will appear in the Independent Auditor's Report for the current financial year.

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Should the Offer conclude with ARfuels holding less than 90% but more than 50.1% of Wentworth such that Wentworth becomes a controlled entity of ARfuels, as stated in section 6.3(c) of the Bidder's Statement, ARfuels will seek to procure that Wentworth's new board implement ARfuels' current strategies and goals, including taking steps to access Wentworth's cash resources to the extent possible and subject to any applicable requirements. If ARfuels is unable to access sufficient cash resources through this process, then there is a risk (subject to other actions which may be undertaken) that this emphasis of matter statement will remain. In this circumstance, ARfuels will consider other funding alternatives as appropriate which may include, but not limited to, refinance of its existing debt facilities or further equity funding. None of these alternatives have been determined at present and would be considered if the need arises having regard to the circumstances at the time.

Should the Offer conclude with ARfuels holding less than 50.1% of Wentworth shares and does not obtain control over Wentworth's cash resources, then there is a risk (subject to other actions which may be undertaken) that this emphasis of matter statement will remain. In this circumstance, ARfuels will consider alternative funding arrangements as appropriate.

This document has been approved by a resolution unanimously passed by the directors of ARfuels.

Signed for and on behalf of Australian Renewable Fuels Limited

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Philip Garling Director

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