VOLT GROUP LIMITED — Capital/Financing Update 2011

Dec 12, 2011

Enerji Ltd ACN 009 423 189

ENTITLEMENT ISSUE PROSPECTUS

For a pro rata non-renounceable entitlement issue of 1 Share for every 4 Shares held by Shareholders at an issue price of $0.018 per Share to raise approximately $3,465,763 together with 1 free attaching Option for every 2 new Shares issued which are exercisable at $0.03 per Option on or before 30 June 2015 (Entitlement Issue).

IMPORTANT NOTICE

This document is important and should be read in its entirety. If after reading this Prospectus you have any questions about the Securities being offered under this Prospectus or any other matter, then you should consult your stockbroker, accountant or other professional adviser.

The Securities offered by this Prospectus should be considered as speculative.

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TAB L E O F C O N TEN TS

1.	SUMMARY OF IMPORTANT DATES AND IMPORTANT NOTES ........................................2
2.	CORPORATE DIRECTORY ..............................................................................................5
3.	CHAIRMAN’S LETTER......................................................................................................6
4.	DETAILS OF THE OFFER...................................................................................................7
5.	PURPOSE AND EFFECT OF THE OFFER..........................................................................12
6.	COMPANY INFORMATION..........................................................................................15
7.	DIRECTORS AND CORPORATE GOVERNANCE...........................................................16
8.	RIGHTS AND LIABILITIES ATTACHING TO THE SHARES ................................................19
9.	RISK FACTORS .............................................................................................................22
10.	ADDITIONAL INFORMATION .......................................................................................26
11.	DIRECTORS’ CONSENT ................................................................................................33
12.	DEFINITIONS ................................................................................................................34

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1. SUMMARY OF IMPORTANT DATES AND IMPORTANT NOTES

Timetable and important dates*

Entitlement Offer

Lodgement of Prospectus with ASIC/ release to ASX	13 December 2011
Notice sent to Shareholders	15 December 2011
Ex Date	16 December 2011
Record Date for determining Entitlements	22 December 2011
Prospectus dispatched to Shareholders/ Entitlement Offer Opens	30 December 2011
Entitlement Offer Closes	1 February 2012
Entitlement Offer Securities quoted on a deferred settlement basis	2 February 2012
ASX notified of Entitlement Offer under-subscriptions	6 February 2012
Entitlement Offer Shares dispatch date	8 February 2012
Shortfall Shares Offer
Shortfall Offer opens	1 February 2012
Shortfall Offer closes	30 April 2012
Shortfall Shares dispatch date	3 May 2012
Admission to Quotation of Shortfall Shares	4 May 2012

• These dates are indicative only and subject to change. The Company reserves the right, subject to the Corporations Act, the ASX Listing Rules and other applicable laws, to vary the dates of the Offer, including extending the Closing Date or accepting late applications, either generally or in particular cases, without notifying you. You are encouraged to submit your Entitlement and Acceptance Form and Shortfall Application Form as soon as possible. Any extension of the Closing Date will have a consequential effect on the date of the issue of the Shares. The Offer does not require the approval of Shareholders.

Important notes

Shareholders should read this document in its entirety and, if in doubt, should consult their professional advisers.

This Prospectus is dated 13 December 2011 and a copy of this Prospectus was lodged with the ASIC on that date. The ASIC and ASX take no responsibility for the content of this Prospectus.

The expiry date of the Prospectus is 13 months from the date of this Prospectus (Expiry Date). No Securities will be allotted or issued on the basis of this Prospectus after the Expiry Date.

Applications for Securities offered pursuant to this Prospectus can only be submitted on an original Entitlement and Acceptance Form which accompanies this Prospectus.

This Prospectus does not constitute an offer in any place in which, or to any person to whom, it would not be lawful to make such an offer.

The distribution of this Prospectus in jurisdictions outside Australia and New Zealand may be restricted by law and persons who come into possession of this

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Prospectus should seek advice on and observe any of these restrictions. Failure to comply with these restrictions may violate securities laws. Applicants who are resident in countries other than Australia or New Zealand should consult their professional advisers as to whether any governmental or other consents are required or whether any other formalities need to be considered and followed.

The Offer to New Zealand investors are regulated offers made under Australian and New Zealand law. In Australia, this is Chapter 8 of the Corporations Act and the Corporations Regulations 2001. In New Zealand, this is Part 5 of the Securities Act 1978 and the Securities (Mutual Recognition of Securities Offerings – Australia) Regulations 2008.

The Offer and the content of the Prospectus are principally governed by Australian rather than New Zealand law. In the main, the Corporations Act sets out how the Offer must be made.

There are differences in how securities are regulated under Australian law.

The rights, remedies, and compensation arrangements available to New Zealand investors in Australian securities may differ from the rights, remedies, and compensation arrangements for New Zealand securities.

Both the Australian and New Zealand securities regulators have enforcement responsibilities in relation to the Offer. If you need to make a complaint about the Offer, please contact the Securities Commission, Wellington, New Zealand. The Australian and New Zealand regulators will work together to settle your complaint.

The taxation treatment of Australian securities is not the same as for New Zealand securities.

If you are uncertain about whether this investment is appropriate for you, you should seek the advice of an appropriately qualified financial adviser.

The Offer may involve a currency exchange risk. The currency for the Shares and Options is not New Zealand dollars. The value of the Shares and Options will go up or down according to changes in the exchange rate between that currency and New Zealand dollars. These changes may be significant. If you expect the Shares to pay any amounts in a currency that is not New Zealand dollars, you may incur significant fees in having the funds credited to a bank account in New Zealand in New Zealand dollars.

As noted in the Prospectus at Section 4.6, the Company will apply to the ASX for quotation of the Shares and the Options offered under this Prospectus. If quotation is granted, the Shares and Options offered under this Prospectus will be able to be traded on the ASX. If you wish to trade the Shares and Options through that market, you will have to make arrangements for a participant in that market to sell the Shares and Options on your behalf. As the ASX does not operate in New Zealand, the way in which the market operates, the regulation of participants in that market, and the information available to you about the securities and trading may differ from securities markets that operate in New Zealand.

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No person is authorised to give information or to make any representation in connection with this Prospectus which is not contained in the Prospectus. Any information or representation not so contained may not be relied on as having been authorised by the Company in connection with this Prospectus.

In making representations in this Prospectus regard has been had to the fact that the Company is a disclosing entity for the purposes of the Corporations Act and certain matters may reasonably be expected to be known to investors and professional advisers whom potential investors may consult.

RISK FACTORS

The Securities offered under this Prospectus should be considered speculative because of the nature of the Company’s business.

Whilst the Directors recommend the Offer, there are numerous risk factors involved. A summary of the specific and general risks associated with the Offer is set out in Section 9 of this Prospectus.

ELECTRONIC PROSPECTUS

Any person accessing the electronic version of this Prospectus for the purpose of making an investment in the Company must be an Australian resident and must only access the Prospectus from within Australia.

The Corporations Act prohibits any person passing onto another person an Entitlement and Acceptance Form unless it is attached to a hard copy of this Prospectus or it accompanies the complete and unaltered version of this Prospectus. Any person may obtain a hard copy of this Prospectus free of charge by contacting the Company.

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2. CORPORATE DIRECTORY

Directors

Auditor*

The Hon Ian Campbell Chairman/Non-Executive Director

Mr Greg Pennefather Managing Director/CEO

Mr Rolf Hasselstrom Non-Executive Director

BDO Audit (WA) Pty Ltd 38 Station St Subiaco WA 6008 Share Registry*

Link Market Services Limited Ground Floor 178 St Georges Terrace Perth WA 6000

Company Secretary

Mr Geoffrey Reid

Telephone: 1800 554 474

Solicitors

Registered Office

Ground Floor 10 Ord Street West Perth WA 6005

Steinepreis Paganin Lawyers and Consultants Level 4, The Read Buildings 16 Milligan Street Perth WA 6000

Principal Place of Business

Ground Floor 10 Ord Street West Perth WA 6005

General Enquiries:

Telephone: +61 8 9268 3800 Facsimile: +61 8 9226 2018 Email: info@energy.com.au Website: www.enerji.com.au

*These parties have been included for information purposes only. They have not been involved in the preparation of this Prospectus.

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3. CHAIRMAN’S LETTER

Dear Shareholders

On behalf of the Board of Enerji Limited (the Company or Enerji), I am pleased to invite you to participate in a non-renounceable entitlements issue of Shares on the basis of 1 Share for every 4 Shares held at $0.018 per Share together with 1 free attaching Option for every 2 new Shares issued, to raise approximately $3,465,763 (before expenses) (Offer).

The Company recently completed a placement to professional and sophisticated investors and this Offer provides all Shareholders with the opportunity to increase your investment in the Company and to further participate in the growth of the Company on the same terms as the recent placement.

All Shareholders registered as at 5:00pm (WST) on 22 December 2011 will be entitled to participate in the Entitlement Issue.

The Closing Date for acceptances of the Offer is 5:00pm (WST) on 1 February 2012.

The Entitlement Issue is not underwritten.

Enerji is close to commissioning its first Opcon Powerbox at Carnarvon. In addition, the Company recently announced the entry into of memorandums of understanding (MOUs) with each of Poseidon Nickel Limited (Poseidon) and Energy Developments Limited (Energy Developments). The funding raised pursuant to the Offer will be used for:

• (a) the balance of the cost of plant on the Carnarvon installation;

• (b) further progress payments to ship more Powerboxes; and

• (c) working capital.

The MOUs with Poseidon and Energy Developments are well advanced customer engagements that are expected to lead to binding supply agreements.

Enerji is also responding to requests from potential US-based investors and has set up a Level-I American Depository Receipts program through the Bank of New York Melon with a view to quotation on the OTCQX market in the US before the end of this year.

Most immediately Enerji is preparing site and installation works for its first Opcon Powerbox installation at the Carnarvon power station in the North West of Western Australia. Power generation at this site is expected to begin no later than February 2012. All of the major components and equipment for the project have been delivered or are ready to be shipped to site including the Opcon Powerbox.

This is indeed a crucial commercialisation stage of the company and I ask you for your continued support.

Yours faithfully

==> picture [138 x 46] intentionally omitted <==

Hon Ian Campbell Chairman

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4. DETAILS OF THE OFFER

4.1 Offer

By this Prospectus, the Company offers for subscription approximately 192,542,395, new Shares pursuant to a pro-rata non-renounceable entitlement issue to Shareholders of 1 new Share for every 4 Shares held on the Record Date at an issue price of $0.018 per Share together with 1 free attaching Option for every 2 new Shares issued and exercisable at $0.03 on or before 30 June 2015. Fractional entitlements will be rounded up to the nearest whole number.

Based on the capital structure of the Company (and assuming no existing Options are exercised prior to the Record Date), the maximum number of Shares to be issued pursuant to the Offer is approximately 192,542,395. The maximum number of Options to be issued pursuant to the Offer is approximately 96,271,198. The Offer will raise approximately $3,465,763. The purpose of the Offer and the use of funds raised are set out in Section 5 of this Prospectus.

Holders of existing Options will not be entitled to participate in the Offer. The Company currently has 394,948,910 Options on issue as at the date of this Prospectus, which Options may be exercised by the Option holder prior to the Record Date in order to participate in the Offer.

4.2

How to accept the Offer

Your acceptance of the Offer must be made on the Entitlement and Acceptance Form accompanying this Prospectus. Your acceptance must not exceed your Entitlement as shown on that form. If it does, your acceptance will be deemed to be for the maximum Entitlement. To apply for Shortfall Shares and Options please complete the Shortfall Application Form attached to this Prospectus. The Shortfall shall be placed at the discretion of the Company.

You may participate in the Offer as follows:

• (a) if you wish to accept your Entitlement in full:

• (i) complete the Entitlement and Acceptance Form, filling in the details in the spaces provided and attach your cheque for the amount indicated on the relevant Entitlement and Acceptance Form; or

• (ii) pay the appropriate application monies through the BPay® facility described below. If you make your payment by BPay® you do not need to return the Entitlement and Acceptance Form; or

• (b) if you wish to apply for Shortfall Shares and Options in additional to your full Entitlement:

• (i) complete 4.2(i) or 4.2(ii) above; and

• (ii) complete the Shortfall Application Form, filling in the details in the spaces provided and attach your cheque for the amount indicated on the relevant Shortfall Application Form; or

• (iii) pay the appropriate application monies through the BPay® facility described below. If you make your payment by BPay® you do not need to return the Shortfall Application Form; or

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• (c) if you only wish to accept part of your Entitlement:

• (i) fill in the number of Shares and Options you wish to accept in the space provided on the Entitlement and Acceptance Form and attach your cheque for the appropriate application monies (at $0.018 per Share); or

• (ii) pay the appropriate application monies through the BPay® facility described below. If you make your payment by BPay® you do not need to return the Entitlement and Acceptance Form; or

• (d) if you do not wish to accept all or part of your Entitlement, you are not obliged to do anything.

All cheques must be drawn on an Australian bank or bank draft made payable in Australian currency to “Enerji Ltd – Trust Account” and crossed “Not Negotiable”.

If you are paying by cheque, your completed Entitlement and Acceptance Form and cheque must reach the Company’s share registry no later than 5:00pm WST on the Closing Date.

The Offer is non-renounceable. Accordingly, a Shareholder may not sell or transfer all or part of their Entitlement.

Payment by BPay®

For payment by BPAY[®] , please follow the instructions on the Entitlement and Acceptance Form. You can only make a payment via BPAY[®] if you are the holder of an account with an Australian financial institution that supports BPAY[®] transactions. Please note that should you choose to pay by BPAY[®] :

• (a) you do not need to submit the Entitlement and Acceptance Form but are taken to have made the declarations on that Entitlement and Acceptance Form; and

• (b) if you do not pay for your Entitlement in full, you are deemed to have taken up your Entitlement in respect of such whole number of new Shares and Options which is covered in full by your application monies.

It is your responsibility to ensure that your BPAY[®] payment is received by the share registry by no later than 4.00pm (WST) on the Closing Date. You should be aware that your financial institution may implement earlier cut-off times with regards to electronic payment and you should therefore take this into consideration when making payment. Any application monies received for more than your final allocation of new Shares and free attaching Options (only where the amount is $1.00 or greater) will be refunded. No interest will be paid on any application monies received or refunded.

4.3 Minimum subscription

There is no minimum subscription in respect of the Offer.

4.4 Underwriting

The Offer is not underwritten.

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4.5 Shortfall

If you do not wish to take up any part of your Entitlement you are not required to take any action. That part of your Entitlement not taken up will form part of the Shortfall.

The Shortfall shall be placed at the discretion of the Company under the Shortfall Offer and the Shortfall Placement, both set out below. Accordingly, there can be no guarantee that any application or subscription for Shortfall will be successful. As such, the Company reserves the right to allot to an applicant a lesser number of Shortfall Securities than the number for which the applicant applies, or to reject an application, or to not proceed with placing any or all of Shortfall.

Allotment of Shortfall may occur on a progressive basis at any time on or after the date of allotment of Shares and Options under the Offer.

Shortfall Offer

Shareholders who wish to apply for Shares with a free attaching Option per 2 Shares subscribed and allotted (Shortfall Securities) above their Entitlement can complete the Shortfall Application Form attached to the back of this Prospectus and return it, together with a cheque for the value of the Shortfall Shares (at $0.018 per Share) to the Company. The Options are free attaching.

The offer of the Shortfall Securities under the Shortfall Offer is a separate offer pursuant to this Prospectus.

The closing date of the Shortfall Offer is 30 April 2012 unless extended.

Shortfall Placement

In addition to the Shortfall Offer, the Company will seek to place Shortfall Securities, at $0.018 per Share with a free attaching Option per 2 Shares subscribed and allotted to sophisticated and professional investors, as those terms are defined under the Corporations Act, within 3 months of the Closing Date of the Offer (Shortfall Placement).

The Company will accept firm commitments from sophisticated and professional investors in relation to Shortfall Securities under the Shortfall Placement.

4.6 Brokers’ commissions

The Company reserves the right to pay a commission of up to 6% (inclusive of goods and services tax) of amounts subscribed to any licensed securities dealers or Australian financial services licensee in respect of any valid applications lodged and accepted by the Company for the Shortfall and bearing the stamp of the licensed securities dealer or Australian financial services licensee. Payments will be subject to the receipt of a proper tax invoice from the licensed securities dealer or Australian financial services licensee.

4.7 ASX listing

Application for official quotation by ASX of the Shares and Options offered pursuant to this Prospectus will be made within 7 days after the date of this Prospectus. If approval is not obtained from ASX before the expiration of 3 months after the date of issue of the Prospectus, (or such period as modified by the ASIC), the Company will not issue any Shares or Options and will repay all

application monies for the Securities within the time prescribed under the Corporations Act, without interest.

The fact that ASX may grant official quotation to the Shares and the Options is not to be taken in any way as an indication of the merits of the Company or the Securities now offered for subscription.

4.8 Allotment of Shares and Options

Shares and Options issued pursuant to the Offer will be allotted as soon as practicable after the Closing Date. The Company will allot the Shares and Options on the basis of a Shareholder’s Entitlement. Where the number of Shares and Options issued is less than the number applied for, or where no allotment is made, surplus application monies will be refunded without any interest to the applicant as soon as practicable after the Closing Date.

Pending the allotment and issue of the Shares and Options or payment of refunds pursuant to this Prospectus, all application monies will be held by the Company in trust for the Applicants in a separate bank account as required by the Corporations Act. The Company, however, will be entitled to retain all interest that accrues on the bank account and each Applicant waives the right to claim interest.

Allotment of Shortfall may occur on a progressive basis at any time on or after the date of allotment of Shares and Options under the Offer.

4.9 Overseas Shareholders

This Offer does not, and is not intended to, constitute an offer in any place or jurisdiction in which, or to any person to whom, it would not be lawful to make such an offer or to issue this Prospectus.

It is not practicable for the Company to comply with the securities laws of overseas jurisdictions having regard to the number of overseas Shareholders, the number and value of Securities these Shareholders would be offered and the cost of complying with regulatory requirements in each relevant jurisdiction. Accordingly, the Offer is not being extended and Securities will not be issued to Shareholders with a registered address which is outside Australia, New Zealand or Sweden.

Sweden

This document has not been, and will not be, registered with or approved by Finansinspektionen (the Swedish Financial Supervisory Authority). Accordingly, this document may not be made available, nor may the Shares and attaching Options be offered for sale in Sweden, other than under circumstances that are deemed not to require a prospectus under the Swedish Financial Instruments Trading Act (1991:980) (Sw. lag (1991:980) om handel med finansiella instrument). Investors may participate in the Offer only if they are:

• (a) "qualified investors" (as defined in the Financial Instruments Trading Act); or

• (b) non-qualified investors who are existing Shareholders of the Company and who, in the aggregate, number less than 100 persons and are acting for their own account.

Only such investors may receive this document and they may not distribute it or

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the information contained in it to any other person.

4.10 Taxation implications

The Directors do not consider that it is appropriate to give Applicants advice regarding the taxation consequences of applying for Securities under this Prospectus, as it is not possible to provide a comprehensive summary of the possible taxation consequences. The Company, its advisers and officers, do not accept any responsibility or liability for any taxation consequences to Applicants. Potential Applicants should, therefore, consult their own professional tax adviser in connection with the taxation implications of the Securities offered pursuant to this Prospectus.

4.11 Clearing House Electronic Sub-Register System (CHESS) and Issuer Sponsorship

The Company will not be issuing share or option certificates. The Company will apply to ASX to participate in CHESS, for those investors who have, or wish to have, a sponsoring stockbroker. Investors who do not wish to participate through CHESS will be issuer sponsored by the Company. Because the subregisters are electronic, ownership of securities can be transferred without having to rely upon paper documentation.

Electronic registers mean that the Company will not be issuing certificates to investors. Instead, investors will be provided with a statement (similar to a bank account statement) that sets out the number of Shares and Options allotted to them under this Prospectus. The notice will also advise holders of their Holder Identification Number or Security Holder Reference Number and explain, for future reference, the sale and purchase procedures under CHESS and issuer sponsorship.

Further monthly statements will be provided to holders if there have been any changes in their security holding in the Company during the preceding month.

4.12

Privacy

If you complete an application for Shares with free attaching Options, you will be providing personal information to the Company (directly or by the Company’s share registry). The Company collects, holds and will use that information to assess your application, service your needs as a Securities holder, facilitate distribution payments and corporate communications to you as a Security holder and carry out administration.

The information may also be used from time to time and disclosed to persons inspecting the register, bidders for your securities in the context of takeovers, regulatory bodies, including the Australian Taxation Office, authorised securities brokers, print service providers, mail houses and the Company’s share registry.

You can access, correct and update the personal information that we hold about you. Please contact the Company or its share registry if you wish to do so at the relevant contact numbers set out in this Prospectus.

Collection, maintenance and disclosure of certain personal information is governed by legislation including the Privacy Act 1988 (Cth) (as amended), the Corporations Act and certain rules such as the ASX Settlement Operating Rules. You should note that if you do not provide the information required on the application for Shares and Attaching Options, the Company may not be able to accept or process your application.

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5. PURPOSE AND EFFECT OF THE OFFER

5.1 Purpose of the Offer

The purpose of the Offer is to raise approximately $3,465,763 (before expenses). The proceeds of the Offer, are planned to be used in accordance with the table set out below:

Proceeds of the Offer	$
1. Carnarvon Project	1,232,000
2. Powerbox purchases	2,096,000
3. Working capital	100,650
4. Expenses of the Offer	37,113
Total	3,465,763

Notes:

1. In the event that less than the full subscription is raised the proceeds raised will first be applied to the expenses of the offer, then the Carnarvon Project with any remaining balance applied pro rata to rows 2 and 3.

1. Refer to Section 10.5 of this Prospectus for further details relating to the estimated expenses of the Offer.

5.2 Effect of the Offer and pro forma consolidated balance sheet

The principal effect of the Offer, assuming the Offer is fully subscribed, will be to:

• (a) increase the cash reserves by approximately $3,465,763 immediately after completion of the Offer after deducting the estimated expenses of the Offer;

• (b) increase the number of Shares on issue from 770,169,577, to approximately 962,711,972 Shares following completion of the Offer; and

• (c) increase the number of Options on issue from 394,948,910 to approximately 491,220,107 Options following completion of the Offer.

5.3 Consolidated balance sheet

The unaudited Balance Sheet as at 30 November 2011 and the unaudited Pro Forma Balance Sheet as at 30 November 2011 shown on the following page have been prepared on the basis of the accounting policies normally adopted by the Company and reflect the changes to its financial position. They have been prepared on the assumption that all Shares and Options pursuant to the Offer in this Prospectus are issued.

The Balance Sheets have been prepared to provide Shareholders with information on the assets and liabilities of the Company and pro-forma assets and liabilities of the Company as noted below. The historical and pro-forma financial information is presented in an abbreviated form, insofar as it does not include all of the disclosures required by Australian Accounting Standards applicable to annual financial statements.

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Consolidated Balance Sheet and Pro Forma Balance Sheet as at 30 November 2011 (unaudited)

	30 November	30 November
	2011	2011
	Actual	Pro-forma
	$	$
CURRENT ASSETS
Cash and cash equivalents	541,021	3,969,671
Prepayments	4,730,107	4,730,107
TOTAL CURRENT ASSETS	5,271,128	8,699,778
NON-CURRENT ASSETS
Prepayments	-	-
Property, plant and equipment	2,802,933	2,802,933
Intangible assets	3,227,840	3,227,840
TOTAL NON-CURRENT ASSETS	6,030,773	6,030,773
TOTAL ASSETS	11,301,901	14,730,551
LIABILITIES
CURRENT LIABILITIES
Trade and other payables	1,593,249	1,593,249
Employee benefits	56,592	56,592
TOTAL CURRENT LIABILITIES	1,649,841	1,649,841
TOTAL NON-CURRENT LIABILITIES
Loans and borrowings	1,000,000	1,000,000
Deferred tax liabilities	1,156,250	1,156,250
TOTAL NON-CURRENT LIABILITIES	2,156,250	2,156,250
TOTAL LIABILITIES	3,806,091	3,806,091
NET ASSETS	7,495,810	10,924,460
EQUITY
Issued capital	50,190,919	53,619,569
Reserves	5,548,838	5,548,838
Accumulated losses	(48,243,947)	(48,243,947)
TOTAL EQUITY	7,495,810	10,924,460

5.4 Effect on capital structure

A comparative table of changes in the capital structure of the Company as a consequence of the Offer is set out below, assuming that the Offer is fully subscribed.

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Shares	Number
Shares on issue at date of Prospectus1	770,169,577
Shares now offered	192,542,395
Total Shares on issue after completion of the Offer2	962,711,972

Notes

1. Managing Director Mr Greg Pennefather holds 41,701,418 Shares which are subject to ASX imposed escrow which was imposed when the Company recompiled with Chapters 1 and 2 of the ASX Listing Rules in late 2009 and early 2010. These Shares will be released from escrow on 22 January 2012 and will be freely tradable from that date.

Options	Number
Quoted exercisable at $0.20 on or before 31	64,737,700
December 2016 (ERJO)
Quoted exercisable at $0.03 on or before 30 June	330,211,210
2015 (ERJOA)
Options now offered (ERJOA)	96,271,198
Total Options on issue after completion of the Offer	491,220,107

Convertible Bonds	Number
Convertible Bonds Maturing 4 February 2016	75
Convertible Bonds Maturing 22 March 2016	25
Total Convertible Bonds on issue after completion of the	100
Offer

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6. COMPANY INFORMATION

6.1 Company Overview

Countries around the globe are increasingly adopting energy efficiency measures and renewable energy. The world economy faces challenges from energy price spikes, resource shortages, environmental problems and security threats. As a result, greater importance is being placed on energy efficiency, clean technologies and harnessing new energy sources.

An abundant source of energy that is often overlooked is waste heat. The US Department of Energy has reported that, in the United States of America in 2006, the energy available from industrial waste heat exceeds all power generated by the total of all installed renewable energy sources.

Enerji is positioning itself to capitalise on waste heat as a source of energy with its exclusive distribution rights for the Opcon Powerbox in Australia (and several other countries). Enerji intends to become a mining services power generation company. Opcon’s Powerbox technology produces significant cost savings by converting waste heat into power without generating additional emissions. This allows Enerji to capitalise on waste heat from industrial processes and residual heat from heat and power production. These are important energy sources that are usually disregarded.

The Opcon Powerbox was developed by Opcon AB, a Swedish energy and environment technology company listed on the Stockholm Stock Exchange. The core of the company is over one hundred years old. Opcon AB develops, produces and markets systems and products for eco friendly, efficient and lowresource energy usage. The Opcon Powerbox technology has been proven and commercialised. There are four units operating in Sweden, one of which has been producing power since 2008.

The Opcon Powerbox is a portable stand-alone device. Its completely modular design allows multiple units to be deployed and easily redeployed if necessary. Although Enerji is initially targeting mine sites and power plants, the Opcon Powerbox can also be applied to utilities, heavy industry and manufacturing. Each unit generates up to 6,000 MWh electricity per year. This is equivalent to the energy generated by 3,705 barrels of oil or the annual energy output of a 3MW wind turbine.

Enerji uses a Build, Own, Operate, Maintain model (BOOM). Under this model long term power purchase agreements provide electricity from waste heat. Customers benefit from the security of an additional power source, which yields zero emissions, consumes no fuel and can result in cost savings. By Enerji retaining ownership of the equipment, customers have low capital. This BOOM model provides annuity income.

Power generation from the first Opcon Powerbox is scheduled to begin no later than February 2012. The first power purchase agreement under Enerji’s BOOM model is for Horizon Power’s Carnarvon power station in Western Australia. Horizon Power is Western Australia's government-owned regional and remote electricity provider. All of the major components and equipment for the project have been delivered or are ready to be shipped to site including the Opcon Powerbox. The Company is preparing for the installation works for this first unit. First revenues for Enerji are expected from March 2012.

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6.2 Outlook

The future of Enerji is very positive. The Company is about to install the first Opcon Powerbox by February 2012, with the first revenue being received in the following month. In addition to this, feasibility studies for prospective customers are in progress.

As announced to ASX on 27 October 2011, Enerji has entered into a memorandum of understanding with Poseidon Nickel Limited (Poseidon) (MOU). Based in Perth, Poseidon is the developer of the largest high grade nickel sulphide deposits of any exploration and development company in Australia. Under the MOU, Enerji will provide assistance to Poseidon on parts of Enerji’s feasibility study relating to power generation and specifically the implementation of a waste heat recovery system based around the Opcon Powerbox. Following a successful feasibility study, Enerji and Poseidon may negotiate a power purchase agreement for Posiden’s Windarra mine.

As announced to ASX on 31 October 2011, Enerji has also entered into a memorandum of understanding with Energy Developments Ltd (EDL). EDL is an international provider of remote area energy solutions. Enerji will work with EDL to assess the viability of the Opcon Powerbox in remote areas within Australia. This will be undertaken on a site by site basis at viable sites nominated by EDL and selected new sites for which EDL is submitting tenders or proposals. Based upon sites being commercially viable, negotiations for binding supply agreements will begin.

Enerji is positioning itself for exposure to the market in the rapidly expanding Australian mining industry, particularly in Queensland and Western Australia, where much of the energy use is off-grid and heavily reliant on diesel or gas fired generation, and where proponents are focused on controlling operating expenses and exposure to rising fuel prices.

6.3 Investment Highlights

• (a) Proven Powerbox technology with four units installed (by Enerji’s supplier Opcon AB) and producing power in Sweden.

• (b) Modular design allows multiple units to be deployed or redeployed if necessary.

• (c) First Powerbox installation by Enerji scheduled before February 2012 with first revenue then anticipated in March 2012.

• (d) Two MOUs have been signed that could lead to power supply agreements and installation of an Opcon Powerbox or Opcon Powerboxes.

• (e) BOOM model minimises capital outlay by customers and maximises profit for Enerji, thereby driving Shareholder value.

7. DIRECTORS AND CORPORATE GOVERNANCE

7.1 The Honourable Ian Campbell – Chairman

Mr Campbell is free from any business or other relationship that could materially interfere with, or reasonably be perceived to interfere with, the independent exercise of his judgement.

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Mr Campbell has extensive experience in the resources, environment and energy industries, as well as 17 years’ of Australian Government service, where he was appointed to the Federal Cabinet as Minister for Environment and Heritage.

Mr Campbell was a key member of the Howard Government Ministry for 11 years, and served as Parliamentary Secretary to the Treasurer (Peter Costello) for 4 years where he had responsibility for the Corporations Law Economic Reform Program. Mr Campbell served in a range of other portfolios in the Ministry and Cabinet as well as being a member of the Prime Minister’s leadership group, the Expenditure Review Committee of Cabinet and Manager of Government Business in the Senate.

Prior to entering Parliament, Mr Campbell worked as an executive director of a major commercial and industrial property agency. He currently holds several non-executive director positions including Austal Ltd, ASG Group Ltd, Chairman of the North West Iron Ore Alliance and Chairman of the Princess Margaret Hospital Foundation.

As at the date of this Prospectus, Mr Campbell is not a nominee or a representative of a substantial Shareholder in the Company.

7.2 Greg Pennefather – Managing Director

Mr Pennefather is the managing director of Enerji Ltd.

A trained engineer, Mr Pennefather has a strong commercial and technological background with particular experience at introducing new technology into the Australian marketplace. Prior to joining Enerji, Mr Pennefather was co-founder and Chief Executive Officer of Request Broadband (formerly Request DSL), which introduced DSL broadband into Australia.

In 2005, Mr Pennefather started Clarinet Australia to capitalise on the significant changes taking place in telephony with the introduction of VoIP. Both of these ventures were vended in trade sales into larger organisations that benefited from the complementary nature of the start-up businesses and they still operate today.

Immediately prior to joining Enerji, Mr Pennefather was the principal consultant at leading Perth engineering consultancy, Titan Consultants. Before this Mr Pennefather served as director and managing director of ASX-listed companies Flowcom Ltd and Halcyon Group Ltd.

As at the date of this Prospectus, Mr Pennefather is a substantial shareholder holding Shares equal to approximately 7.05% of fully paid ordinary Shares on issue in the Company.

7.3

Rolf Hasselström – Non-executive Director

Based in Sweden, Mr Hasselström is the President and CEO of Opcon AB and holds a Master of Business Administration from the Stockholm School of Economics.

Mr Hasselström holds the following additional Board appointments: President of all companies in the Opcon Group, EKF Enskild Kapitalförvaltning AB; MNW Music Records Group; Lycknis AB; Calamus AB; Calamusgruppen AB; Svenska Rotor Holding AB; RMH Holding AB; Rolf Hasselström Konsult och Förvaltning AB;

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Landström Arkitekter AB; TPC Components AB; Rotor Estonia OÜ and GEP Action AB.

As at the date of this Prospectus Mr Hasselström is a representative of Opcon AB a substantial Shareholder in the Company holding 5.8% of the fully paid ordinary shares in the capital of the Company.

7.4 Corporate Governance

The Company has adopted comprehensive systems of control and accountability as the basis for the administration of corporate governance. The Board is committed to administering the policies and procedures with openness and integrity, pursuing the true spirit of corporate governance commensurate with the Company’s needs.

To the extent applicable, the Company has adopted The Corporate Governance Principles and Recommendations (2nd Edition) as published by ASX Corporate Governance Council (Recommendations).

In light of the Company’s size and nature, the Board considers that the current board is a cost effective and practical method of directing and managing the Company. As the Company’s activities develop in size, nature and scope, the size of the Board and the implementation of additional corporate governance policies and structures will be reviewed.

The Company’s full Corporate Governance Plan is available in a dedicated corporate governance information section of the Company’s website (www.enerji.com.au).

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8. RIGHTS AND LIABILITIES ATTACHING TO THE SHARES

8.1 Terms of Shares

The following is a summary of the more significant rights and liabilities attaching to Shares to be issued pursuant to this Prospectus. This summary is not exhaustive and does not constitute a definitive statement of the rights and liabilities of Shareholders. To obtain such a statement, persons should seek independent legal advice.

Full details of the rights and liabilities attaching to Shares are set out in the Company’s Constitution, a copy of which is available for inspection at the Company’s registered office during normal business hours.

8.2 General meetings

Shareholders are entitled to be present in person, or by proxy, attorney or representative to attend and vote at general meetings of the Company.

Shareholders may requisition meetings in accordance with Section 249D of the Corporations Act and the Constitution of the Company.

8.3 Voting rights

Subject to any rights or restrictions for the time being attached to any class or classes of Shares, at general meetings of Shareholders or classes of Shareholders:

• (a) each Shareholder entitled to vote may vote in person or by proxy, attorney or representative;

• (b) on a show of hands, every person present who is a Shareholder or a proxy, attorney or representative of a Shareholder has one vote; and

• (c) on a poll, every person present who is a Shareholder or a proxy, attorney or representative of a Shareholder shall, in respect of each Share held by him, or in respect of which he is appointed a proxy, attorney or representative, have one vote for each Share held, but in respect of partly paid shares shall have a fraction of a vote equivalent to the proportion which the amount paid up bears to the total issue price for the share.

8.4 Dividend rights

The Directors may from time to time declare and pay or credit a dividend in accordance with the Corporations Act. Subject to any special right as to dividends attaching to a share, all dividends will be declared and paid according to the proportion which the amount paid on the Share is to the total amount payable in respect of the Shares (but any amount paid during the period in respect of which a dividend is declared only entitles the Shareholder to an apportioned amount of that dividend as from the date of payment). The Directors may from time to time pay or credit to the Shareholders such interim dividends as they may determine. No dividends shall be payable except out of profits. A determination by the Directors as to the profits of the Company shall be conclusive. No dividend shall carry interest as against the Company.

The Directors may from time to time grant to Shareholders or any class of shareholders the right to elect to reinvest cash dividends paid by the Company by subscribing for Shares in the Company on such terms and conditions as the Directors think fit. The Directors may, at their discretion, resolve in respect of any dividend which it is proposed to pay or to declare on any Shares of the

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Company, that holders of such Shares may elect to forgo their right to the whole or part of the proposed dividend and to receive instead an issue of Shares credited as fully paid to the extent and on the terms and conditions of the Constitution. The Directors may set aside out of the profits of the Company such amounts as they may determine as reserves, to be applied at the discretion of the Directors, for any purpose for which the profits of the Company may be properly applied.

8.5

Winding-up

If the Company is wound up, the liquidator may, with the authority of a special resolution, divide among the Shareholders in kind the whole or any part of the property of the Company, and may for that purpose set such value as he considers fair upon any property to be so divided, and may determine how the division is to be carried out as between the Shareholders or different classes of Shareholders. The liquidator may, with the authority of a special resolution, vest the whole or any part of any such property in trustees upon such trusts for the benefit of the contributories as the liquidator thinks fit, but so that no Shareholder is compelled to accept any Shares or other securities in respect of which there is any liability.

8.6 Transfer of Shares

Generally, Shares in the Company are freely transferable, subject to formal requirements, the registration of the transfer not resulting in a contravention of or failure to observe the provisions of a law of Australia and the transfer not being in breach of the Corporations Act and the Listing Rules.

8.7 Future increase in capital

The allotment and issue of any new Shares is under the control of the Directors of the Company. Subject to restrictions on the issue or grant of securities contained in the Listing Rules, the Constitution and the Corporations Act (and without affecting any special right previously conferred on the holder of an existing share or class of shares), the Directors may issue Shares as they shall, in their absolute discretion, determine.

8.8 Variation of rights

Under Section 246B of the Corporations Act, the Company may, with the sanction of a special resolution passed at a meeting of Shareholders vary or abrogate the rights attaching to Shares.

If at any time the share capital is divided into different classes of shares, the rights attached to any class (unless otherwise provided by the terms of issue of the shares of that class), whether or not the Company is being wound up, may be varied or abrogated with the consent in writing of the holders of three quarters of the issued shares of that class, or if authorised by a special resolution passed at a separate meeting of the holders of the shares of that class.

8.9 Terms of Options

The Options entitle the holder to subscribe for Shares on the following terms and conditions:

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• (a) Each Option gives the Optionholder the right to subscribe for one Share. To obtain the right given by each Option, the Optionholder must exercise the Options in accordance with the terms and conditions of the Options.

• (b) The Options will expire at 5:00 pm (WST) on 30 June 2015 (Expiry Date). Any Options not exercised before the Expiry Date will automatically lapse on the Expiry Date.

• (c) The amount payable upon exercise of each Option will be $0.03 (Exercise Price).

• (d) The Options held by each Optionholder may be exercised in whole or in part, and if exercised in part, multiples of 1,000 must be exercised on each occasion.

• (e) An Optionholder may exercise their Options by lodging with the Company, before the Expiry Date:

• (i) a written notice of exercise of Options specifying the number of Options being exercised; and

• (ii) a cheque or electronic funds transfer for the Exercise Price for the number of Options being exercised,

(Exercise Notice).

• (f) An Exercise Notice is only effective when the Company has received the full amount of the Exercise Price in cleared funds.

• (g) Within 10 Business Days of receipt of the Exercise Notice accompanied by the Exercise Price, the Company will allot the number of Shares required under these terms and conditions in respect of the number of Options specified in the Exercise Notice.

• (h) The Options are transferable and it is proposed they will be listed on ASX.

• (i) All Shares allotted upon the exercise of Options will upon allotment rank pari passu in all respects with other Shares.

• (j) The Company will apply for quotation of the Options on ASX within 10 business days of their issue.

• (k) If at any time the issued capital of the Company is reconstructed, all rights of an Optionholder are to be changed in a manner consistent with the Corporations Act and the ASX Listing Rules at the time of the reconstruction.

• (l) There are no participating rights or entitlements inherent in the Options and Option holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Options. However, the Company will ensure that for the purposes of determining entitlements to any such issue, the record date will be at least 6 Business Days after the issue is announced. This will give Option holders the opportunity to exercise their Options prior to the date for determining entitlements to participate in any such issue.

• (m) A Option does not confer the right to a change in exercise price or a change in the number of underlying securities over which the Option can be exercised.

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9. RISK FACTORS

9.1 General

Applicants should consider the risk factors described below, together with information contained elsewhere in this Prospectus, before deciding whether to apply for Securities. Potential Applicants should consider that the investment in the Company is speculative and should consult their professional advisers before deciding whether to apply for Securities.

The following is not intended to be an exhaustive list of the risk factors to which the Company is exposed.

9.2 General Risks

Economic Risks

General economic conditions, movements in interest and inflation rates and currency exchange rates may have an adverse effect on the Company’s activities, as well as on its ability to fund those activities.

Further, share market conditions may affect the value of the Company’s quoted Securities regardless of the Company’s operating performance. Share market conditions are affected by many factors such as:

• (a) general economic outlook;

• (b) interest rates and inflation rates;

• (c) currency fluctuations;

• (d) changes in investor sentiment toward particular market sectors;

• (e) the demand for, and supply of, capital; and

• (f) terrorism or other hostilities.

Share Market Conditions

There are general risks associated with any investment in the share market. The market price of the Company’s securities can fall as well as rise and may be subject to varied and unpredictable influences on the market for equities in general and resource exploration stocks in particular. Neither the Company nor the Directors warrant the future performance of the Company or any return on an investment in the Company.

Additional Requirements for Capital

The Company’s capital requirements depend on numerous factors. The Company will from time to time require further funding to develop its business. Market conditions which are then generally prevailing will impact on the price or cost at which the Company will be able to raise such funds and no assurance can be given that such funding will be available on terms acceptable to the Company. Any additional equity financing will dilute shareholdings, and debt financing, if available, may involve restrictions on financing and operating activities. If the Company is unable to obtain additional financing as needed, it may be required to reduce the scope of its operations.

Insurance

The Company may, where economically practicable and available, endeavour to mitigate some project and business risks by procuring relevant insurance cover. However, such insurance cover may not always be available or

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economically justifiable and the policy provisions and exclusions may render a particular claim by the Company outside the scope of the insurance cover.

While the Company will undertake all reasonable due diligence in assessing the creditworthiness of its insurance providers there will remain the risk that an insurer defaults in payment of a legitimate claim by the Company under an insurance policy.

Reliance on Key Management

The responsibility of overseeing the day-to-day operations and the strategic management of the Company depends substantially on its senior management and its key personnel. There can be no assurance given that there will be no detrimental impact on the Company if one or more of these employees cease their employment. The Company’s future ability to recruit and retain highly qualified management personnel will also be critical to its success.

9.3 Specific Risks

CoGen ORC Power Technology

CoGen ORC Power has an exclusive distributor agreement covering Australia for the Opcon Powerbox technology developed by Opcon AB. Enerji has an option to appoint sub-distributors of the Opcon Powerbox technology in additional territories outside Australia.

Further details of the Opcon Powerbox technology can be obtained from the Opcon AB’s website (www.opcon.se) and the Company’s prior ASX announcements.

The success of the Opcon Powerbox technology is subject to a number of factors, some of which are outside of the Company’s control.

The Company is unable to provide any assurance that the Opcon Powerbox technology tests will be successful or that the technology can be successfully exploited in the markets that the Company proposes to operate.

Further, the Company is unable to provide any assurance that its use of local sub-distributors and the application of the technology in the additional markets and territories that the Company proposes to operate will be successful.

Construction Risk and Cost Overruns

There is a risk that the construction of Opcon Powerboxes may not be completed in the expected timeframe or in sufficient numbers to supply demand which may lead to costly delays. Whilst the technology being utilised by CoGen ORC Power is well established and has been extensively tested by Opcon AB, as with any commercial project, scale up and operating risks exist. Any delay in construction of Opcon Powerboxes or operating issues may have a significant adverse impact on the Company’s future financial performance. Furthermore, increases in labour costs and key components such as steel could result in increased construction costs of the Opcon Powerbox which could then be passed on to Enerji.

Technology/Operating Risk

The Opcon Powerbox has been designed and deployed in Europe where climatic conditions differ significantly from those in Australia, where CoGen ORC Power intends to operate initially, and in the additional territories in the event Enerji appoints any sub-distributors of the Opcon Powerboxes in accordance with the Sub-Distribution Option Agreement.

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There is a risk that the Opcon Powerboxes will operate less efficiently in Australian conditions and those that exist in the additional territories. If this proves to be the case, design and construction modifications may be required causing delays in generating cash flows and at additional cost.

There is also a risk that Australian conditions (and those that exist in the additional territories) may make the equipment less reliable. Whilst the equipment is robust because of its simplicity, the risk still exists that lower reliability would require a more frequent and more expensive maintenance program.

Introduction of new or alternate technologies

Alternative technologies may be developed that could effect the demand for the Opcon Powerbox and make this technology non-competitive or obsolete in the future.

Power Pricing Risk

There is a risk that the revenue of the Company could be adversely affected by adverse movements in both retail and wholesale electricity prices. Furthermore, the Company’s revenue could also be adversely affected by decreases the fossil fuels (for example diesel and natural gas) used to generate electricity.

Competition Risk

Enerji operates in a developing market. There may be competitors that enter the market and this may adversely affect the Company’s future financial performance and profitability.

Counterparty Risk

It is the intention of Enerji to enter into agreements with customers for the sale of electricity. There is a risk that these potential customers may not be able to meet their obligations under these agreements and continue their operations. For example falling commodity prices may result in the cessation of mining activities which would in turn lead to a reduction in the use of electricity on site.

Opcon Distribution Agreement

Enerji, through CoGen ORC Power has Distribution Agreement with Opcon however failure to perform pursuant to this Distribution Agreement could result in the termination of this agreement and the inability to use the Opcon Powerbox.

Remote Location Risk

The Opcon Powerbox will be required to operate in remote locations where access to skilled support services may not be readily available.

There is a risk that, in the event of a system fault or failure, skilled technical assistance to attend the remote site may result in lengthy delays in rectification. Despite the extensive proactive remote monitoring of the equipment and properly trained refrigeration technicians being able to effect repairs, there is still a risk that, by being located in remote sites, the requirement for the physical attendance of skilled repairers may cause interruptions to service to customers resulting in loss of revenue and impairment of the Company’s reputation.

9.4 Investment Speculative

The above list of risk factors ought not to be taken as exhaustive of the risks faced by the Company or by investors in the Company. The above factors, and others not specifically referred to above, may in the future materially affect the financial performance of the Company and the value of the Company’s Securities. Therefore, the Securities to be issued pursuant to this Prospectus (if

exercised) carry no guarantee with respect to the payment of dividends, returns of capital or the market value of those Securities.

Shareholders should consider that the investment in the Company is speculative and should consult their professional advisers before deciding whether to apply for Securities pursuant to this Prospectus.

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10. ADDITIONAL INFORMATION

10.1 Continuous disclosure obligations

The Company is a “disclosing entity” (as defined in Section 111AC of the Corporations Act) for the purposes of Section 713 of the Corporations Act and, as such, is subject to regular reporting and disclosure obligations. Specifically, like all listed companies, the Company is required to continuously disclose any information it has to the market which a reasonable person would expect to have a material effect on the price or the value of the Company’s securities.

This Prospectus is a “transaction specific prospectus”. In general terms “transaction specific prospectuses” are only required to contain information in relation to the effect of the issue of securities on the Company and the rights attaching to the securities. It is not necessary to include general information in relation to all of the assets and liabilities, financial position, profits and losses or prospects of the issuing company.

This Prospectus is intended to be read in conjunction with the publicly available information in relation to the Company which has been notified to ASX and does not include all of the information that would be included in a prospectus for an initial public offering of securities in an entity that is not already listed on a stock exchange. Investors should therefore have regard to the other publicly available information in relation to the Company before making a decision whether or not to invest.

Having taken such precautions and having made such enquires as are reasonable, the Company believes that it has complied with the general and specific requirements of ASX as applicable from time to time throughout the 12 months before the issue of this Prospectus which required the Company to notify ASX of information about specified events or matters as they arise for the purpose of ASX making that information available to the stock market conducted by ASX.

Information that is already in the public domain has not been reported in this Prospectus other than that which is considered necessary to make this Prospectus complete.

The Company, as a disclosing entity under the Corporations Act states that:

• (a) it is subject to regular reporting and disclosure obligations;

• (b) copies of documents lodged with the ASIC in relation to the Company (not being documents referred to in Section 1274(2)(a) of the Corporations Act) may be obtained from, or inspected at, the offices of the ASIC; and

• (c) it will provide a copy of each of the following documents, free of charge, to any person on request between the date of issue of this Prospectus and the Closing Date:

• (i) the financial statements of the Company for the financial year ended 31 December 2010 being the last financial statements for a financial year, of the Company lodged with the ASIC before the issue of this Prospectus;

• (ii) any half year financial statements of the Company lodged with ASIC since the lodgement of the last financial statements for the

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year ended 30 December 2010 lodged with ASIC before the issue of this Prospectus; and

• (iii) any documents used to notify ASX of information relating to the Company in the period from lodgement of the financial statements referred to in paragraph (i) above until the issue of the Prospectus in accordance with the Listing Rules as referred to in Section 674(1) of the Corporations Act.

Copies of all documents lodged with the ASIC in relation to the Company can be inspected at the registered office of the Company during normal office hours.

The Company has lodged the following announcements with ASX since the lodgement of the 31 December 2010 audited financial statements:

Date	Description of Announcement
08/12/2011	Enerji Scales Down Convertible Bond Facility
25/11/2011	Appendix 3B and Cleansing Statement
18/11/2011	Appendix 3B and Notice under Section 708A(5)
15/11/2011	Appendix 3B
14/11/2011	Appendix 3B - Cleansing Prospectus
14/11/2011	Section 708A(11) Cleansing Prospectus
11/11/2011	Appendix 3B
09/11/2011	Enerji raises $1m in placement
07/11/2011	Trading Halt
02/11/2011	BRR Interview - MOUs with Poseidon Nickel and EDL
31/10/2011	Appendix 4C - quarterly
31/10/2011	Memorandum of Understanding with Energy Developments
27/10/2011	Enerji Signs MoU with Poseidon Nickel
17/10/2011	Works Program Update
17/10/2011	Investor Presentation October 2011
04/10/2011	BRR Interview - First 3rd Generation Powerbox Arrives
28/09/2011	Appendix 3B and Notice under Section 708A(5)
28/09/2011	First 3rd Generation Opcon Powerbox Arrives in Australia
22/09/2011	Enerji Included in the RB Milestone Portfolio
21/09/2011	First Heat Exchanger Sale

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13/09/2011	Appendix 3B and Notice under Section 708A(5)
12/09/2011	Enerji Completes Private Placement
05/09/2011	Investor Presentation September 2011
02/09/2011	Appendix 3B
01/09/2011	Half Yearly Report and Accounts
26/08/2011	Response to ASX Query
22/08/2011	Response to ASX Query - Appendix 3Y
22/08/2011	Investor Presentation August 2011
18/08/2011	First Opcon Powerbox Ships
17/08/2011	Change of Director`s Interest Notice
15/08/2011	Results of Meeting
10/08/2011	Appendix 3B and Notice under Section 708A(5)
10/08/2011	Rights Issue Shortfall Allotment and Appendix 3B
03/08/2011	Non-Renounceable Rights Issue Allotment and Appendix 3B
02/08/2011	Enerji Bolsters Business Development Capacity
29/07/2011	Rights Issue
29/07/2011	Appendix 4C - quarterly
27/07/2011	Appendix 3B
20/07/2011	Carnarvon Powerbox Update and Carbon Tax
18/07/2011	Works Program Update
12/07/2011	Notice of General Meeting/Proxy Form
11/07/2011	Appendix 3B- Cleansing Prospectus
11/07/2011	Section 708A(11) Cleansing Prospectus
08/07/2011	Appendix 3B and Notice under Section 708A(5)
28/06/2011	Non-Renounceable Issue Shareholder Letter
24/06/2011	Appendix 3B - Rights Issue
24/06/2011	Non-Renounceable Issue Prospectus
23/06/2011	Company Update
16/06/2011	Appendix 3B

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15/06/2011	Wise Owl Initiates Research Coverage of Enerji
08/06/2011	Appendix 3B and Notice under Section 708A(5)
27/05/2011	Results of Meeting
26/05/2011	Enerji completes $1M placement
24/05/2011	Trading Halt
17/05/2011	Investor Presentation May 2011
17/05/2011	BRR Interview - Timeline and Company Update
12/05/2011	Enerji Provides Opcon Powerbox Timeline
29/04/2011	Appendix 4C - quarterly
29/04/2011	Notice of Annual General Meeting/Proxy Form
29/04/2011	Annual Report to shareholders
18/04/2011	Works Program Update

ASX maintains files containing publicly available information for all listed companies. The Company’s file is available for inspection at ASX during normal office hours.

The announcements are also available through the Company’s website www.enerji.com.au.

10.2 Directors’ interests

Other than as set out below or elsewhere in this Prospectus, no Director nor any firm in which such a Director is a partner, has or had within 2 years before the lodgement of this Prospectus with the ASIC, any interest in:

• (a) the formation or promotion of the Company;

• (b) property acquired or proposed to be acquired by the Company in connection with its formation or promotion or the Offer pursuant to this Prospectus; or

• (c) the Offer pursuant to this Prospectus,

and no amounts have been paid or agreed to be paid (in cash or Shares or otherwise) to any Director or to any firm in which any such Director is a partner, either to induce him to become, or to qualify him as, a Director or otherwise for services rendered by him or by the firm in connection with the formation or promotion of the Company or Offer pursuant to this Prospectus.

Directors’ interests in securities of the Company at the date of this Prospectus are:

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Name	Shares	Options	Entitlement
Ian Campbell	4,000,000	-	1,000,000
Rolf Hasselstrom	4,000,000	400,000	1,000,0001
Greg Pennefather	54,248,118	2,015,567	13,562,0301

Notes

1. Assumes no Options are issued before the Record Date.

The Constitution of the Company provides that the non-executive Directors may be paid for their services as Directors, a sum not exceeding such fixed sum per annum as may be determined by the Company in general meeting, to be divided among the Directors and in default of agreement then in equal shares. The maximum aggregate remuneration for non-executive Directors has been set at $400,000.

Directors, companies associated with the directors or their associates are also reimbursed for all reasonable expenses properly incurred in the course of conducting their duties which include, but are not in any way limited to, out of pocket expenses, travelling expenses, disbursements made on behalf of the Company and other miscellaneous expenses.

The table below sets out the remuneration provided to the Directors and their associated companies during the last financial year prior to the date of this Prospectus and their current remuneration at the date of this Prospectus, inclusive of Director’s fees and consultancy fees.

Name	Year End 31 December 2010	1 January 2011 to Current
Ian Campbell	122,974	138,843
Rolf Hasselstrom	50,004	45,837
Greg Pennefather	282,500	257,995

10.3 Interests and consents of experts and advisers

Other than as set out below or elsewhere in this Prospectus, no expert, underwriter, promoter or any other person named in this Prospectus as performing a function in a professional advisory or other capacity in connection with the preparation or distribution of the Prospectus, nor any firm in which any of those persons is or was a partner, nor any company with which any of those persons is or was associated, has or had within 2 years before the lodgement of this Prospectus with the ASIC, any interest in:

• (a) the formation or promotion of the Company; or

• (b) property acquired or proposed to be acquired by the Company in connection with its formation or promotion or the Offer of securities pursuant to this Prospectus; or

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(c) the Offer of securities pursuant to this Prospectus,

and no amounts have been paid or agreed to be paid (in cash or Shares or otherwise) to any expert, underwriter, promoter or any other person named in this Prospectus as performing a function in a professional advisory or other capacity in connection with the preparation or distribution of this Prospectus, or to any firm in which any of those persons is or was a partner, or to any company with which any of those persons is or was associated, for services rendered by that person, or by the firm or the company, in connection with the formation or promotion of the Company or the Offer pursuant to this Prospectus.

Pursuant to Section 716 of the Corporations Act, Steinepreis Paganin has given, and has not withdrawn its consent to being named as Solicitors to the Company in the Corporate Directory of this Prospectus in the form and context in which it is named. Steinepreis Paganin has not caused or authorised the issue of this Prospectus, does not make or purport to make any statement in this Prospectus and takes no responsibility for any part of this Prospectus.

Steinepreis Paganin act as solicitors to the Company. Steinepreis Paganin will be paid approximately $10,000 for services in relation to this Prospectus.

10.4 Legal proceedings

There is no litigation, arbitration or proceedings pending against or involving the Company as at the date of this Prospectus.

10.5 Estimated expenses of Offer

In the event that the Offer is fully subscribed, the estimated expenses of the Offer are as follows:

		$
ASIC fees		2,137
ASX fees		19,976
Legal expenses		10,000
	Printing and miscellaneous	5,000
Total		37,113

10.6 Market Price of Shares

The Company is a disclosing entity for the purposes of the Corporations Act and its Shares are enhanced disclosure securities quoted on ASX.

The highest and lowest market sale prices of the Company’s Shares on ASX during the three months immediately preceding the date of lodgement of this Prospectus with the ASIC and the respective dates of those sales were:

Highest: $0.025 on 28 October 2011 Lowest: $0.015 on 23 to 25, 28 to 30 November 2011 and 1 and 6 to 9 and 12 December 2011

The latest available closing sale price of the Company’s Shares on ASX prior to the lodgement of this Prospectus with the ASIC was $0.016 on 12 December 2011.

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10.7 Market Price of Options

The Company is a disclosing entity for the purposes of the Corporations Act and its Options are enhanced disclosure securities quoted on ASX.

The highest and lowest market sale prices of the Company’s ERJOA Options, which are on the same terms as the Options offered under the Offer, on ASX during the three months immediately preceding the date of lodgement of this Prospectus with the ASIC and the respective dates of those sales were:

Highest: $0.01 13 September 2011 Lowest: $0.004 on 28 to 30 November 2011 and 7, 8, 9 and 12 December 2011

The latest available closing sale price of the Company’s Options on ASX prior to the lodgement of this Prospectus with the ASIC was $0.004 on 12 December 2011.

10.8 Electronic Prospectus

Pursuant to Class Order 00/44, the ASIC has exempted compliance with certain provisions of the Corporations Act to allow distribution of an electronic prospectus and electronic application form on the basis of a paper prospectus lodged with the ASIC, and the publication of notices referring to an electronic prospectus or electronic application form, subject to compliance with certain conditions.

If you have received this Prospectus as an electronic Prospectus, please ensure that you have received the entire Prospectus accompanied by the application form. If you have not, please phone the Company and the Company will send you, for free, either a hard copy or a further electronic copy of the Prospectus, or both.

The Company reserves the right not to accept an application form from a person if it has reason to believe that when that person was given access to the electronic application form, it was not provided together with the electronic Prospectus and any relevant supplementary or replacement prospectus or any of those documents were incomplete or altered.

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11. DIRECTORS’ CONSENT

Each of the Directors of Enerji Ltd has consented to the lodgement of this Prospectus with the ASIC in accordance with Section 720 of the Corporations Act

Dated the thirteenth day of December 2011

==> picture [127 x 74] intentionally omitted <==

Signed for and on behalf of Greg Pennefather Managing Director

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12. DEFINITIONS

Applicant means a Shareholder or Underwriter or other party instructed by the Underwriter who applies for Securities pursuant to the Offer.

ASIC means the Australian Securities and Investments Commission.

ASX Settlement Operating Rules means the settlement rules of the securities clearing house which operates CHESS.

ASX means the ASX Limited (ACN 008 624 691).

Board means the board of Directors unless the context indicates otherwise.

Business Day means a day on which trading takes place on the stock market of ASX.

Closing Date means the closing date of the Offer, being 5:00pm (WST) on 1 February 2012 (unless extended).

Company or Enerji means Enerji Ltd (ACN 009 423 189).

Constitution means the Company’s Constitution as at the date of this Prospectus.

Corporations Act means the Corporations Act 2001(Cth).

Directors means the directors of the Company at the date of this Prospectus.

Dollar or “$” means Australian dollars.

Entitlement means the entitlement of a Shareholder who is eligible to participate in the Offer.

Entitlement and Acceptance Form means the entitlement and acceptance form either attached to or accompanying this Prospectus.

Issue means the issue of Shares offered by this Prospectus.

Listing Rules or ASX Listing Rules means the Listing Rules of the ASX.

Offer means the offer pursuant to this Prospectus of 1 new Share for every 4 Shares held by a Shareholder on the Record Date to raise approximately $3,465,763.

Official List means the official list of ASX.

Option means an option to acquire a Share.

Prospectus means this prospectus.

Quotation and Official Quotation means official quotation on ASX.

Record Date means 5:00pm (WST) on 22 December 2011.

Related Corporation has the meaning given to that term in the Corporations Act.

Securities means Shares and Options.

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

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Shareholder means a shareholder of the Company.

Shortfall means those Shares and Options under the Offer not applied for by Shareholders under their Entitlement.

Shortfall Application Form means the shortfall application form attached to or accompanying this Prospectus.

WST means Western Standard Time.

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