VOLT GROUP LIMITED - Share Issue/Capital Change 2011

ENERJI LTD ACN 009 423 189

PROSPECTUS

For the offer of 1,000 Options in the capital of the Company at a grant price of $0.005 per Option to raise $5.

This Prospectus has been prepared for the purpose of Section 708A(11) of the Corporations Act to remove any trading restrictions on the sale of Options granted by the Company prior to the Closing Date.

IMPORTANT NOTICE

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

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

1.	SUMMARY OF IMPORTANT DATES AND IMPORTANT NOTES ....................................... 1
2.	CORPORATE DIRECTORY .............................................................................................. 3
3.	DETAILS OF THE OFFER .................................................................................................. 4
4.	UPDATE ON ACTIVITIES AND PURPOSE AND EFFECT OF THE OFFER ............................ 8
5.	RIGHTS AND LIABILITIES ATTACHING TO SECURITIES ................................................. 11
6.	RISK FACTORS ............................................................................................................ 14
7.	ADDITIONAL INFORMATION ...................................................................................... 18
8.	DIRECTORS’ AUTHORISATION .................................................................................... 25
9.	DEFINITIONS ............................................................................................................... 26

1. SUMMARY OF IMPORTANT DATES AND IMPORTANT NOTES

TIMETABLE AND IMPORTANT DATES

Lodgement of Prospectus with the ASIC and ASX	14 November 2011
Opening Date	14 November 2011
Closing Date	15 November 2011
Expected date of Official Quotation of the Options	16 November 2011

*The Company reserves the right to extend the Closing Date or close the Offer early without notice.

IMPORTANT NOTES

Potential investors should read this document in its entirety and, if in doubt, should consult their professional advisors.

This Prospectus is dated 14 November 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 after the date the Prospectus was lodged with the ASIC. No Options will be granted on the basis of this Prospectus after the Expiry Date.

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.

The distribution of this Prospectus in jurisdictions outside Australia may be restricted by law and therefore persons into whose possession this document comes should seek advice on and observe any such restrictions. Any failure to comply with these restrictions constitutes a violation of those laws. 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.

This Prospectus is a transaction specific prospectus for an offer of continuously quoted securities (as defined in the Corporations Act) and has been prepared in accordance with section 713 of the Corporations Act. It does not contain the same level of disclosure as an initial public offering 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.

ELECTRONIC PROSPECTUS

A copy of this Prospectus can be downloaded from the website of the Company at www.enerji.com.au. 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 Application 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.

RISK FACTORS

Potential investors should consider that the investment in the Company is speculative and should consult their professional advisers before deciding whether to apply for Options pursuant to this Prospectus. For further information in relation to the risk factors of the Company please refer to Section 6 of this Prospectus.

2. CORPORATE DIRECTORY

Directors

Share Registry*

The Hon Ian Campbell Chairman/Non-Executive Director

Mr Greg Pennefather Managing Director/CEO

Link Market Services Limited Ground Floor 178 St Georges Terrace PERTH WA 6000 Telephone: 1300 554 474

Mr Rolf Hasselstrom Non-Executive Director

Company Secretary

Mr Geoffrey Reid

Solicitors

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

Registered Office

Auditor*

Ground Floor 10 Ord Street West Perth WA 6005

BDO Audit (WA) Pty Ltd 38 Station Street Subiaco WA 6008

Telephone: +61 8 9268 3800 Facsimile: +61 8 9226 2018

Email: [email protected] Website: www.enerji.com.au

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

This entity has not been involved in the preparation of this Prospectus and has not consented to being named in this Prospectus. Its name is included for information purposes only.

3. DETAILS OF THE OFFER

3.1 Offer

By this Prospectus, the Company invites investors identified by the Directors to apply for a total of 1,000 Options at a grant price of $0.005 per Option payable in full on application, to raise $5. Fractional entitlements will be rounded up to the nearest whole number.

The Options granted will be exercisable at $0.03 on or before 30 June 2015 and will be otherwise on the terms and conditions set out in Section 5.1 of this Prospectus.

3.2 Objectives

The Company is seeking to raise only a nominal amount of $5 under this Prospectus and, accordingly, the purpose of this Prospectus is not to raise capital.

The primary purpose of this Prospectus is to remove any trading restrictions that may have attached to the Options granted by the Company prior to the Closing Date.

Relevantly, Section 708A(11) of the Corporations Act provides that a sale offer does not need disclosure to investors if:

(a) the relevant securities are in a class of securities that are quoted securities of the body;
(b) either:
(i) a prospectus is lodged with the ASIC on or after the day on which the relevant securities were issued but before the day on which the sale offer is made; or
(ii) a prospectus is lodged with ASIC before the day on which the relevant securities are issued and offers of securities that have been made under the prospectus are still open for acceptance on the day on which the relevant securities were issued; and
(c) the prospectus is for an offer of securities issued by the body that are in the same class of securities as the relevant securities.

3.3 Opening and Closing Dates of the Offer

The Opening Date of the Offer will be 14 November 2011 at 4.00pm (WST) and the Closing Date will be 15 November 2011 at 5:00pm (WST). The Directors reserve the right to close the Offer early or extend the Closing Date (as the case may be), should it be considered by them necessary to do so.

3.4 Application

Applications for Options must be made by investors at the direction of the Company and must be made using the Application Form accompanying this Prospectus.

Payment for the Options must be made in full at the grant price of $0.005 per Option.

Completed Application Forms and accompanying cheques must be mailed or delivered to:

C/- Link Market Services Limited Ground Floor 178 St Georges Terrace PERTH WA 6000

Cheques should be made payable to “Enerji Ltd – Trust Account” and crossed “Not Negotiable”. Completed Application Forms must reach the address set out above by no later than the Closing Date.

If you are paying by cheque, your completed Application 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.

3.5 Minimum Subscription

The minimum subscription to be raised pursuant to this Prospectus is $5. In the event the minimum subscription is not achieved within four (4) months of the date of lodgement of the Prospectus with the ASIC, no Options will be granted to any of the Applicants, all application monies will be returned and all applications will otherwise be dealt with in accordance with the Corporations Act.

3.6 Grant of Options

The grant of Options will take place as soon as practicable after the Closing Date. Application moneys will be held in a separate subscription account until grant. This account will be established and kept by the Company in trust for each Applicant. Any interest earned on the application moneys will be for the benefit of the Company and will be retained by the Company irrespective of whether grant takes place and each Applicant waives the right to claim any interest.

The Directors will determine the grantees of all of the Options. The Directors reserve the right to reject any application or to grant any Applicant fewer Options than the number applied for.

Where the number of Options granted is less than the number applied for, the surplus monies will be returned by cheque as soon as practicable after the Closing Date. Where no grant is made, the amount tendered on application will be returned in full by cheque as soon as practicable after the Closing Date. Interest will not be paid on monies refunded.

3.7 Underwriter

The Offer is not underwritten.

3.8 Australian Securities Exchange Listing

Application for Official Quotation of the 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 varied by the ASIC), the

Company will not grant any Options and will repay all application monies for the Options within the time prescribed under the Corporations Act, without interest.

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

3.9 Restrictions on the Distribution of the Prospectus

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.

Residents of countries outside Australia should consult their professional advisers as to whether any government or other consents are required, or whether any formalities need to be observed should they wish to make an application to take up Options on the basis of this Prospectus. The return of a duly completed Application Form will be taken to constitute a representation and warranty that there has been no breach of such laws and that all approvals and consents have been obtained.

3.10 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.

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

The Company will not be issuing option certificates. The Company is a participant in CHESS for those investors who have a sponsoring stockbroker. Investors who do not wish to participate through CHESS will be issuer sponsored by the Company. Because the sub-registers 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 separate statements (similar to a bank account statement) that set out the number of Options granted 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.

3.12 Privacy Act

If you complete an application for 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 Optionholder, facilitate distribution payments and

corporate communications to you as a Shareholder 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 Options, the Company may not be able to accept or process your application.

3.13 Enquiries

Any questions concerning the Offer should be directed to the Company Secretary, Mr Geoff Reid, on (08) 9268 3800.

4. UPDATE ON ACTIVITIES AND PURPOSE AND EFFECT OF THE OFFER

4.1 Update on Activities

As recently announced to ASX, the Company has entered into two new memorandums of understanding with potential customers, Energy Developments Ltd and Poseidon Nickel Ltd. These are well advanced customer engagements that are expected to lead to binding supply agreements.

A level-I American Depository Receipts (ADR) program has been established through the Bank of New York Melon with a view to quotation on the OTCQX market in the United States of America. The primary benefit of establishing the ADR program is to create a broader secondary market for the Company’s securities, particularly in North America, by providing better access for American investors to deal in the Company’s securities. This eliminates the risks and inconvenience for these investors in cross-currency transactions.

The Company is preparing site and installation works for its first Opcon Powerbox installation. This is at the Carnarvon power station site and power generation at this site is expected to begin no later than February 2012. This will be a minor delay to previous expectations due to timing of a works approval from the Western Australian Department of Environment and Conservation (DEC). The application for the works approval, which is being managed by the Company’s customer, was submitted later than was planned under the original project schedule. However, 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.

4.2 Purpose of the Offer

The primary purpose of this Prospectus is to remove any trading restrictions that may have attached to the Options granted by the Company prior to the Closing Date (including prior to the date of this Prospectus).

The effect of the Offer on the capital structure of the Company is set out below.

	Number
Shares currently on issue	748,780,577
Total Shares on issue after the Closing Date	748,780,577

Options

	Number
Listed options exercisable at $0.20 per Option on or before 31 December 2016	64,737,700
Listed Options exercisable at $0.03 per Option on or before 30 June 2015	290,449,037
Unlisted options exercisable at $0.03 per Option on or before 30	29,066,675

June 2015
Options offered pursuant to the Offer	1,000
Total Options on issue after the Closing Date	384,254,412

Convertible Bonds

	Number
Convertible Bonds Maturing 4 February 2016	75
Convertible Bonds Maturing 22 March 2016	25
Total Convertible Bonds on issue after the Closing Date	100

After expenses of the Offer of approximately $10,000, there will be no proceeds from the Offer. The expenses of the Offer (exceeding $5) will be met from the Company’s existing cash reserves.

4.3 Financial effect

(a) The Offer will have an effect on the Company’s financial position. Set out below is the consolidated (unaudited) balance sheet of the Group as at 30 June 2011 and the consolidated balance sheet of the Group (pro-forma, unaudited) as at 31 October 2011, incorporating the effects of the Offer being the option grant of $5 and costs of preparing and lodging the prospectus of $10,000.
(b) The pro-forma, unaudited balance sheet excludes movements from carrying out general business operations.

Consolidated Balance Sheet and Pro Forma Balance Sheet as at 30 June 2011 (unaudited) and 31 October 2011 (pro-forma, unaudited)

	30 June 2011	31 October 2011
	Actual	Pro-forma
	$	$
CURRENT ASSETS
Cash and cash equivalents	282,053	311,098
Prepayments and other receivables	3,559,895	3,563,435
TOTAL CURRENT ASSETS	3,841,948	3,847,533
NON-CURRENT ASSETS
Prepayments	2,926,211	2,926,211
Property, plant and equipment	271,492	1,022,899
Intangible assets	3,666,258	3,653,958
TOTAL NON-CURRENT ASSETS	6,863,961	7,603,068
TOTAL ASSETS	10,705,909	11,477,601

LIABILITIES
CURRENT LIABILITIES
Trade and other payables	1,741,665	1,929,439
Employee benefits	44,891	51,352
TOTAL CURRENT LIABILITIES	1,786,556	1,980,791
NON-CURRENT LIABILITIES
Loans and borrowings	1,000,000	1,000,000
Deferred tax liabilities	1,312,500	1,187,500
TOTAL NON-CURRENT LIABILITIES	2,312,500	2,187,500
TOTAL LIABILITIES	4,099,056	4,168,291
NET ASSETS	6,606,853	7,309,310
EQUITY
Issued capital	48,884,690	49,925,707
Reserves	5,015,238	5,015,238
Accumulated Losses	(47,293,075)	(47,631,635)
TOTAL EQUITY	6,606,853	7,309,310

5. RIGHTS AND LIABILITIES ATTACHING TO OPTIONS AND UNDERLYING SECURITIES

5.1 Rights Attaching to the Options to be granted

The Options, the subject of the Offer, entitle the holder to subscribe for Shares on the following terms and conditions:

(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 5.00pm (WST) on 30 June 2015 (Expiry Date). Any Option 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 (Exercise Notice); and
(ii) a cheque or electronic funds transfer for the Exercise Price for the number of Options being exercised.
(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.
(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.
(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 Optionholders 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 7 business days after the issue is announced. This will give Optionholders the

opportunity to exercise their Options prior to the date for determining entitlements to participate in any such issue.

(m) An 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.

5.2 Rights Attaching to Shares (being the underlying securities)

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

The rights, privileges and restrictions attaching to Shares can be summarised as follows:

(a) 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.

(b) 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:

(i) each Shareholder entitled to vote may vote in person or by proxy, attorney or representative;
(ii) 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
(iii) on a poll, every person present who is a Shareholder or a proxy, attorney or representative of a Shareholder shall, in respect of each fully paid share held by him, or in respect of which he is appointed a proxy, attorney or representative, have one vote for the share, but in respect of partly paid Shares shall have such number of votes as bears the same proportion to the total of such Shares registered in the Shareholder’s name as the amount paid (not credited) bears to the total amounts paid and payable (excluding amounts credited).

(c) Dividend rights

Subject to the rights of persons (if any) entitled to shares with special rights to dividend the Directors may declare a final dividend out of profits in accordance with the Corporations Act and may authorise the payment or crediting by the Company to the Shareholders of such a dividend. The Directors may authorise the payment or crediting by the Company to the Shareholders of such interim dividends as appear to the Directors to be justified by the profits of the Company. Subject to

the rights of persons (if any) entitled to shares with special rights as to dividend all dividends are to be declared and paid according to the amounts paid or credited as paid on the Shares in respect of which the dividend is paid. Interest may not be paid by the Company in respect of any dividend, whether final or interim.

(d) Winding-up

If the Company is wound up, the liquidator may, with the authority of a special resolution of the Company, 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 of the Company, 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. Where an order is made for the winding up of the Company or it is resolved by special resolution to wind up the Company, then on a distribution of assets to members, Shares classified by ASX as restricted securities at the time of the commencement of the winding up shall rank in priority after all other shares.

(e) 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 or the Listing Rules.

(f)

Variation of rights

Pursuant to 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.

6. RISK FACTORS

6.1 General

The Options offered under this Prospectus should be considered speculative.

The business activities of the Company are subject to various risks that may impact on the future performance of the Company. Some of these risks can be mitigated by the use of safeguards and appropriate systems and controls, but some are outside the control of the Company and cannot be mitigated. Accordingly, an investment in the Company carries no guarantee with respect to the payment of dividends, return of capital or price at which the Options will trade.

A number of material risk factors are set out below. This list is not exhaustive and potential Applicants should examine the contents of this Prospectus and consult their professional advisers before deciding whether to apply for Options.

6.2 Specific Risks

(a) CoGen ORC Power Technology

CoGen ORC Power has an exclusive distributor agreement covering Australia for the Opcon Powerbox technology developed by Opcon AB. The Company 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.

(b) 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 the Company.

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 the Company appoints any subdistributors of the Opcon Powerboxes in accordance with the SubDistribution Option Agreement.

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.

(d) Introduction of new or alternate technologies

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

(e) 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.

(f) Competition Risk

The Company 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.

(g) Counterparty Risk

It is the intention of the Company 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.

(h) Opcon Distribution Agreement

The Company, 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.

(i) 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.

6.3 General Risks

(a) 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 Options or Shares regardless of the Company’s operating performance. Share market conditions are affected by many factors such as:

(i) general economic outlook;
(ii) interest rates and inflation rates;
(iii) currency fluctuations;
(iv) changes in investor sentiment toward particular market sectors;
(v) the demand for, and supply of, capital; and
(vi) terrorism or other hostilities.

(b) Share Market Conditions

There are general risks associated with any investment in the share market. The market price of Shares and Options 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.

(c) 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.

(d) 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 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.

(e) 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.

6.4 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 Options. Therefore, the Options to be granted pursuant to this Prospectus carry no guarantee with respect to the payment of dividends, returns of capital or the market value of Options.

7. ADDITIONAL INFORMATION

7.1 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 a “transaction specific prospectus” is 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 3 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 annual financial report most recently lodged by the Company with the ASIC;
(ii) any half-year financial report lodged by the Company with the ASIC after the lodgement of the annual financial report referred to in (i) and before the lodgement of this Prospectus with the ASIC; and

(iii) any continuous disclosure documents given by the Company to ASX in accordance with the ASX Listing Rules as referred to in Section 674(1) of the Corporations Act after the lodgement of the annual financial report referred to in (i) and before the lodgement of this Prospectus with the ASIC.

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.

Details of documents lodged with ASX since the date of lodgement of the Company’s latest annual financial report and before the lodgement of this Prospectus with the ASIC are set out in the table below.

Date	Description of Announcement
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
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
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.

7.2 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,

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 or director, 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 the Offer.

Directors’ relevant interests in securities of the Company at the date of this Prospectus are set out below:

Name	Shares	Options
Ian Campbell	4,000,000	-
Rolf Hasselstrom	4,000,000	400,000
Greg Pennefather	54,248,118	2,015,567

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	121,333
Rolf Hasselstrom	50,004	41,670
Greg Pennefather	282,500	233,679

7.3 Interests 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; or
(c) the Offer,

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.

Steinepreis Paganin have acted as solicitors to the Company in respect of this Prospectus. Steinepreis Paganin will be paid approximately $5,000 (excluding GST) for services in relation to this Prospectus.

7.4 Consents

Each of the parties referred to in this Section:

(a) does not make, or purport to make, any statement in this Prospectus other than those referred to in this Section; and
(b) to the maximum extent permitted by law, expressly disclaim and take

no responsibility for any part of this Prospectus other than a reference to its name and a statement included in this Prospectus with the consent of that party as specified in this Section.

Steinepreis Paganin has given its written consent to being named as the solicitors to the Company in this Prospectus. Steinepreis Paganin has not withdrawn its consent prior to the lodgement of this Prospectus with the ASIC.

7.5 Litigation

As at the date of this Prospectus, the Company is not involved in any legal proceedings and the Directors are not aware of any legal proceedings pending or threatened against the Company.

7.6 Estimated Expenses of Offer

The total expenses of the issue are estimated to be approximately $10,000 comprising legal costs, printing and other administrative expenses, including ASIC fees.

	$
ASIC fees	2,137
ASX fees	1,500
Legal expenses	5,000
Administration	1,363
Total	10,000

7.7 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 3 months immediately preceding the date of lodgement of this Prospectus with the ASIC and the respective dates of those sales were:

Highest: $0.027 on 26 and 29 August 2011. Lowest: $0.014 on 18 August 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 $0.018 on 11 November 2011.

7.8 Market Price of Options

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

The highest and lowest market sale prices of the Company’s Options (ASX: ERJOA) on ASX during the 3 months immediately preceding the date of lodgement of this Prospectus with the ASIC and the respective dates of those sales were:

Highest: $0.011 on 26 and 29 August 2011.

Lowest: $0.005 on 16 to 19 August, 20 and 27 September and 5 October 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 $0.006 on 11 November 2011.

7.9 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 Forms. If you have not, please phone the Company on (08) 9268 3800 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.

8. DIRECTORS’ AUTHORISATION

This Prospectus is iss u ed by the Company and its issue has be e n authorised by a resolution of the Dir e ctors.

In accordance wit h Section 720 of the Corporations Act, e ach Director has consented to the lo d gement of this Prospectus with the ASIC.

Dated: 14 Novemb e r 2011

___ _ ___ Mr Greg Pennefath e r Director Signed for and on b e half of ENERJI LTD

9. DEFINITIONS

$ means Australian dollars.

Applicant means an investor who applies for Options pursuant to the Offer.

Application Form means an application form either attached to or accompanying this Prospectus.

ASIC means the Australian Securities and Investments Commission.

ASX means ASX Limited (ACN 008 624 691).

ASX Listing Rules means the Listing Rules of the ASX.

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

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 date specified in Section 1 (unless extended or closed earlier).

Company means Enerji Ltd (ABN 62 009 423 189).

Constitution means the constitution of the Company as at the date of this Prospectus.

Corporations Act means the Corporations Act 2001 (Cth).

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

Offer means the offer of Options referred to in the “Details of the Offer” section of this Prospectus.

Official Quotation means official quotation on ASX.

Opcon AB means Opcon Energy Systems AB, company registration no. 5567014740, a corporation duly organised and existing under the laws of Sweden.

Opcon Powerbox means an ORC system generating electricity from waste heat.

Option means an option to acquire a Share on the terms and conditions set out in Section 5.1 of this Prospectus.

Optionholder means the holder of an Option.

Prospectus means this prospectus.

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

Shareholder means a shareholder of the Company.

Sub-Distribution Option Agreement means the sub-distribution option agreement between the Company and Opcon AB dated 22 September 2009 pursuant to

which the Company was granted the exclusive option to procure local distributors of Opcon Powerboxes in certain territories outside Australia, namely Thailand, Malaysia, Singapore and Subsahara Africa.

WST means Western Standard Time as observed in Perth, Western Australia.