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VOLT GROUP LIMITED — Declaration of Voting Results & Voting Rights Announcements 2009
Sep 6, 2009
66016_rns_2009-09-06_e8d8b05c-e14a-4c90-8582-d0c1ce0cfab0.pdf
Declaration of Voting Results & Voting Rights Announcements
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7 September 2009 ENERCO\ASX
The Company Announcements Platform ASX Ltd Sydney NSW 2000
GENERAL MEETING RESULTS
The following information regarding the results of the General Meeting of Enerji Limited (“ Enerji ” or the “ Company ”) held on 7 September 2009 is provided in accordance with listing rule 3.13.2. and section 251AA of the Corporations Act 2001.
Resolutions 1, 2, 3, 4, 5, 7, 8, and 9 considered by the meeting were passed on a show of hands. Resolution 6 considered by the meeting was defeated on a show of hands.
The total numbers of proxy votes exercisable by proxies validly appointed gave instructions for each of the resolutions as per the attached summary.
Valid proxies were received from 31 shareholders representing 66,431,609 shares in the company.
The attached presentation that has been previously released to the market was also provided to the meeting.
As set out in the explanatory statement in the Notice of General Meeting (released 5 August 2009, “ Notice of Meeting ”) for the general meeting held today and in the prospectus released on 22 July 2009, Enerji had entered into an agreement (“ Settlement Deed ”) with Goldenwire Investments Pty Ltd (“ Goldenwire ”) to settle a potential dispute regarding allegations of default against the Company. The matter broadly relates to a dispute between Goldenwire and the Company concerning the issue of convertible notes under an agreement executed in April 2009.
Both the Company and Goldenwire agree that the issue of any securities (including a convertible note) to Goldenwire required the prior approval of shareholders in general meeting due to the fact that Goldenwire is controlled by a former director of the Company (Mr Colin Barboutis) (i.e. it is a related party transaction).
Shareholder approval was not obtained at the general meeting held on 29 May 2009 because Mr Barboutis did not notify the Company, in time for the issue of the notice of annual general meeting, that he was participating in the issue of the convertible notes. Due to this, the Company considered that it was not able to issue any convertible notes to Goldenwire without breaching the ASX Listing Rules.
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Suite A5, 431–435 Roberts Road, Subiaco WA 6008 Telephone: +618 6380 2354 Facsimile: +618 6380 2495
Goldenwire has alleged that the Company did not comply with its obligations under the convertible note agreement, which the Company denies.
Resolution 6 of the Notice of Meeting in respect of todays shareholders’ meeting, sought shareholder approval to issue various shares and options to Goldenwire in accordance with the terms of the Settlement Deed. The resolution was defeated on a show of hands and the proxy votes are shown below.
Goldenwire terminated the Settlement Deed prior to the meeting of shareholders today. The Company expects that Goldenwire will now continue with its dispute against the Company including making a claim for damages. The Company will vigorously defend any such action by Goldenwire and will keep the market fully informed as to the status of events in this regard. For the avoidance of doubt, the Directors believe that there is no basis for any claim and will be seeking an application for it to be struck out.
The Company notes that Mr Barboutis demanded a termination payment of $150,000 when he resigned as a director of the Company and also sold his entire shareholding in the Company soon after the CoGen ORC Power heads of agreement was announced. The current Board therefore does not consider him to be an active supporter of the Company or its future business plans.
Mr Gregory MacMillan Company Secretary
| RESOLUTION | FOR | UNDIRECTED CHAIRMAN |
AGAINST | EXCLUDED |
|---|---|---|---|---|
| 1. Election of Rolf Hasselström as a Director | 66,221,609 | 210,000 | Nil | Nil |
| 2. Issue of 225,000,000 Shares | 43,094,844 | 210,000 | Nil | Nil |
| 3. Issue of 15,000,000 Shares | 65,377,252 | 210,000 | 844,357 | Nil |
| 4. Issue of 4,000,000 Class A Options | 66,221,609 | 210,000 | Nil | Nil |
| 5. Issue of 1,500,000 Shares to Jabiru Metals Limited | 65,177,252 | 210,000 | 844,357 | Nil |
| 6. Issue of 6,550,504 Shares and 3,275,252 Options to Goldenwire Investments Pty Ltd |
1,406,357 | 150,000 | 64,675,252 | Nil |
| 7. Issue of 25,000,000 Shares | 66,221,609 | 210,000 | Nil | Nil |
| 8. Issue of 2,800,000 Shares | 66,221,609 | 210,000 | Nil | Nil |
| 9. Issue of 4,118,025 Shares to RM Corporate Finance Pty Ltd | 66,221,609 | 210,000 | Nil | Nil |
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Suite A5, 431–435 Roberts Road, Subiaco WA 6008 Telephone: +618 6380 2354 Facsimile: +618 6380 2495
Institutional Investor Presentation
Ross Smith, CEO Greg Pennefather, MD 20 August, 2009
The Future of Clean Energy
Recovered Energy Power Plan Extraordinary Solution for a Clean Energy Future
The largest available energy source in Australia is Waste Heat
At 440 TWh, waste heat is 20 times the combined renewable energy production in Australia. It is a clean, emission-free energy and available now!
Reference: Australian Bureau of Agricultural and Resource Economics (ABARE), 07/08 Energy data
Australian Annual Energy Production
244.20 TWh 221.73 TWh (90.8%)
443.46 TWh
One barrel of oil = 1.69 megawatt-hours of electricity
Thus 443.46 TWh = 261,716,254 barrels of oil or 74% of Australiaʼs annual oil consumption (US$17.5 Billion)
- First Law of Thermodynamics
Reference: NationMaster.com, CIA World Factbook
Recovered Energy Market Drivers
Australiaʼs renewable energy production of 21.6 TWh needs to grow to 45 TWh to meet the mandatory renewable energy target of 20% by 2020. This meanʼs Australia needs to grow this sector by 208% to achieve target within 12 years.
Renewable Energy Production in Australia
| 2007/2008 | To meet 2020 target | |
|---|---|---|
| Biomass | 2.1 TWh | 4.4 TWh |
| Biogas/Biofuel | 3.4 TWh | 7.0 TWh |
| Hydro | 12.1 TWh | 25.1 TWh |
| Solar | 0.1 TWh | 0.2 TWh |
| Wind | 3.9 TWh | 8.2 TWh |
| 21.6 TWh | 45.0 TWh | |
| Reference: Australian Bureau of Agricultural and Resource Economics (ABARE) |
Renewable Energy Production in Australia
Required Growth by 2020
For example, this would mean that 2.1 million 2MW wind turbines would need to be built within 12 years to meet this mandated target
Reference: Australian Bureau of Agricultural and Resource Economics (ABARE), 07/08 Energy data
Enerjiʼs Recovered Energy Solution
Enerji Limited has exclusive technology from Sweden to turn waste heat into clean and valuable electrical energy.
The Enerji Advantage
We donʼt have to drill for it. We donʼt have to apply for it. There are no lengthy environmental approvals required for the generation of this clean energy. There is no CAPEX associated with the capturing of this energy – it is simply there for the taking.
Channel to Market
Our Channel partners will be large engineering firms that deal with existing clients that emit waste heat.
At no cost to their client, these firms offer to reduce their energy cost and their carbon footprint.
Enerji becomes the client of these engineering firms who take on all engineering, design, project management and installation of our recovered energy solution.
Enerjiʼs Core Business
Enerji will specialise in the financing and operation of a multi-megawatt roll-out of Organic Rankine Cycle (ORC) Powerboxʼs providing our clients with cheap, clean energy while reducing their Emissions Trading Scheme (ETS) liabilities. CAPEX of A$2.5 million per MW (including all engineering, project management and installation) with ongoing revenue of A$1.752 per MW linked to CPI on a take or pay basis (min. 10 year contract).