VOLT GROUP LIMITED — Capital/Financing Update 2016

Aug 7, 2016

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ASX ANNOUNCEMENT

8 August 2016

SUBSCRIPTION AGREEMENT AND STRATEGIC PARTNERSHIP EXECUTED WITH ECM

Appointment of Acting Chief Executive Officer

Enerji Ltd (ASX: ERJ)(‘Enerji’ or the ‘Company’) is delighted to advise that it has executed definitive and binding documentation with ECM Pty Ltd (‘ECM’) with respect to the Subscription Agreement and Strategic Partnership (‘the Agreements’) as outlined in the ASX release of 21 June 2016.

Under the Agreements, Enerji and ECM have agreed to the following key terms, which have been varied to those announced in prior releases:

Subscription Agreement

• ECM will subscribe to a Share Placement for A$2,500,000 at a price $0.015 per share, subject to Enerji shareholder approval.

• ECM to provide a A$2,000,000 convertible note facility to Enerji (subject to shareholder approval) with the following terms:

• 3-year maturity

• Interest rate of 10% per annum

• Conversion price of $0.025

• Mr Simon Higgins, CEO and Managing Director of ECM, will be appointed to the Board of Enerji as a Non-Executive Director, upon completion of the Share Placement.

• Mr Adam Boyd will be appointed as Acting Chief Executive Officer of Enerji on or before 15 August 2016 and CEO & Managing Director upon completion of the Share Placement.

The funds raised via the Share Placement will be used to execute the Jundee Project for Northern Star Resources as well as providing general working capital to support the business during this important period of development.

The Subscription Agreement remains subject to a number of conditions precedent including:

• Enerji shareholders approving the issue of the placement shares and convertible notes to ECM, including any approvals required for the purposes of ASX Listing Rule 7.1, and under Section 611 of the Corporations Act 2001;

• A Consulting Services Agreement being executed between the Company and an entity related to Mr Adam Boyd that procures his services for his appointment as Chief Executive Officer & Managing Director of the Company;

• Execution of a subscription agreement between Mr Adam Boyd and the Company whereby Mr Boyd (or his nominee) may participate in a placement of up to 16,666,667 Shares at a price of $0.015 per Share;

• The Company resolving any liabilities to Opcon AB (and associates) to the satisfaction of ECM.

Suite 22, 513 Hay Street, Subiaco, Western Australia PO Box 1933, West Perth 9872, Western Australia Phone: +61 8 9430 7522 | www.enerji.com.au

ASX: ERJ

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It is expected that a general meeting of shareholders to seek approval for the Share Placement and issue of Convertible Notes will be held in late September or early October 2016, and shareholders will receive the notice of meeting which will include an independent expert report as to the fairness and reasonableness of the transaction in due course.

Strategic Partnership Agreement

• Enerji will leverage the technical and strategic expertise, project delivery capability and financial capacity of ECM in order to deliver on Enerji’s projects, commencing with the Jundee Project.

• ECM will provide flexible payment terms to Enerji to enable deferral of construction costs of the Jundee Project.

• Enerji will grant ECM preferential rights to partner on the commercialisation of future ATEN Heat Exchange projects.

Acting CEO Appointment - Mr Adam Boyd

Enerji is also pleased to announce the appointment of Mr Adam Boyd as Acting Chief Executive Officer. Upon shareholder approval being received for all elements of the Agreements, and the satisfaction of all other conditions precedent, it is expected that Mr Boyd will join the Board of Enerji in the capacity of CEO & Managing Director.

Mr Boyd most recently served as the Chief Executive Officer & Managing Director of Pacific Energy Limited (ASX: PEA). During his 9-year tenure at Pacific Energy, the company’s market capitalisation grew from $9m to in excess of $200m. The company also became the pre-eminent remote mine site contract power business in Australia with a 250MW generation footprint across Australia delivering EBITDA earnings of approximately $35M per annum.

Prior to joining, Pacific Energy, Mr Boyd was the CFO of waste technology business Global Renewables Limited when owned 50 / 50 between GRD Limited and Hastings Funds Management Limited. At Global Renewables Mr Boyd was principally involved in the commercialisation of the company’s innovative alternative waste treatment technology in Australia & the UK. Global Renewables successfully tendered for and completed a number of waste treatment facilities in Australia and across the UK with a combined capital cost of approx. $1.2b. These facilities were all supported by 25-year government concession contracts.

Mr Boyd has considerable leadership and commercial experience, particularly in business acquisition and growth, technology commercialisation, power generation & waste infrastructure, mine development and contract procurement & negotiation. He has also lead and successfully secured equity, quasi-equity and credit finance approvals & capital raisings exceeding $1.4b.

Mr Boyd will be paid a fee of $29,500 per month in his capacity as Acting CEO.

Enerji Chairman, Mr Rod Phillips, commented: “ We are delighted to have reached formal agreement with ECM, providing Enerji with a strong cornerstone investor and financial certainty as we execute our first heat-to-power project at Jundee.

“ECM is an outstanding Western Australian company, with a strong track record of delivery, and we look forward to working with them to advance significant opportunities in renewable and remote energy solutions .

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“The Board is also delighted to have appointed Mr Boyd to the position of acting CEO and we look forward to the contribution he will make to Enerji.”

-ENDS-

Further Information:

Adam Boyd Acting CEO – Enerji +61 439 888 103

John Gardner

Managing Director – Citadel-MAGNUS +61 413 355 997

ABOUT ECM

Founded in 1986, ECM is a leading construction and maintenance company servicing clients in the mining, oil and gas, infrastructure and power generation sectors. With its origins in Electrical and Instrumentation, over the last 10 years ECM has significantly diversified its service offering to create an integrated multidiscipline construction and maintenance capability with particular success in turn key design and construct remote energy projects. ECM employs more than 1,000 people and operates nationally, with the head office and fabrication facility based in Henderson, Western Australia and additional offices in Murarrie, Queensland and Thebarton, South Australia. Operations in Western Australia are supported by a North West branch in Port Hedland.