VOLT GROUP LIMITED — Capital/Financing Update 2011

Feb 23, 2011

=Rule
2.7,
3.10.3,
3.10.4,
3.10.5

**Appendix

3B**

**New

issue
announcement, application
for
quotation
of
additional
securities and
agreement**

Information
or
documents
not
available
now
must
be
given
to
ASX
as
soon
as
available.
Information
and documents
given
to
ASX
become
ASX’s
property
and
may
be
made
public.

Introduced
1/7/96.
Origin:
Appendix
5.
Amended
1/7/98,
1/9/99,
1/7/2000,
30/9/2001,
11/3/2002,
1/1/2003,
24/10/2005.

Name
of
entity

Enerji
Limited

ABN 62
009
423
189

We
(the
entity)
give
ASX
the
following
information.

**Part

1
-­
All
issues**

You
must
complete
the
relevant
sections
(attach
sheets
if
there
is
not
enough
space).

1 +Class of+securities issued or to be issued 2 Number of+securities issued or to be issued (if known) or maximum number which may be issued 3 Principal terms of the+securities (eg, if options, exercise price and expiry date; if partly paid +securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion)	Ordinary Shares
	10,000,000
	Issue of fully paid ordinary shares under the Enerji Ltd employee share plan (“the Share Plan”) with escrow periods as defined in the Share Plan

• See
  chapter
  19
  for
  defined
  terms.

24/10/2005

Appendix
3B
Page
1

• 4 Do
  the[+] securities
  rank
  equally
  in Yes all
  respects
  from
  the
  date
  of allotment
  with
  an
  existing[+] class of
  quoted[+] securities?

• If
  the
  additional
  securities
  do
  not rank
  equally,
  please
  state:

• the
  date
  from
  which
  they
  do

• • the
  extent
  to
  which
  they participate for the next dividend,
  (in
  the
  case
  of
  a
  trust, distribution) or interest payment

• the
  extent
  to
  which
  they
  do
  not rank
  equally,
  other
  than
  in relation
  to
  the
  next
  dividend, distribution or interest payment

• 5 Issue
  price
  or
  consideration 6,000,000
  @
  $0.033 4,000,000
  @
  $0.05

• 6 Purpose
  of
  the
  issue The
  shares
  have
  been
  issued
  pursuant
  to
  the (If
  issued
  as
  consideration
  for
  the terms
  of
  the
  Share
  Plan acquisition of assets, clearly identify
  those
  assets)

7 Dates
of
entering[+] securities
into 23[rd] February
2011 uncertificated holdings or despatch
of
certificates

• Number Class 8 Number and +class of all 586,739,498 Ordinary
  Shares +securities quoted on ASX ( including the securities in 64,737,700 Options exercisable clause
  2
  if
  applicable) at
  $0.20
  on
  or
  before 31
  December
  2016 Number +Class 9 Number and +class of all 41,701,418 Ordinary
  Shares +securities
  not
  quoted
  on
  ASX ( including the securities in 100 Convertible
  Bonds clause
  2
  if
  applicable)

• 10 Dividend
  policy
  (in
  the
  case
  of
  a trust,
  distribution
  policy)
  on
  the increased
  capital
  (interests)

No
dividend
policy
has
been
established

**Part

2
-­
Bonus
issue
or
pro
rata
issue**

Items
11
to
33
not
applicable

**Part

3
-­
Quotation
of
securities**

_You

need
only
complete
this
section
if
you
are
applying
for
quotation
of
securities_

34 Type
of
securities ( tick
one )

(a) Securities
described
in
Part
1 

(b) All
other
securities Example:
restricted
securities
at
the
end
of
the
escrowed
period,
partly
paid
securities
that
become
fully
paid, employee
incentive
share
securities
when
restriction
ends,
securities
issued
on
expiry
or
conversion
of
convertible securities

**Entities

that
have
ticked
box
34(a)**

Items
35
to
42
not
applicable

• See
  chapter
  19
  for
  defined
  terms.

24/10/2005

Appendix
3B
Page
3

**Quotation

agreement**

• 1 Quotation
  of
  our
  additional securities
  is
  in
  ASX’s
  absolute
  discretion.

ASX may
quote
the[+] securities
on
any
conditions
it
decides.

• 2 We
  warrant
  the
  following
  to
  ASX.

• The
  issue
  of
  the[+] securities
  to
  be
  quoted
  complies
  with
  the
  law
  and
  is not
  for
  an
  illegal
  purpose.

• There
  is
  no
  reason
  why
  those[+] securities
  should
  not
  be
  granted + quotation.

• An
  offer
  of
  the[+] securities
  for
  sale
  within
  12
  months
  after
  their
  issue will
  not
  require
  disclosure
  under
  section
  707(3)
  or
  section
  1012C(6)
  of the
  Corporations
  Act.

  • Note:
    An
    entity
    may
    need
    to
    obtain
    appropriate
    warranties
    from
    subscribers
    for
    the
    securities
    in
    order
    to
    be
    able to
    give
    this
    warranty

• Section
  724
  or
  section
  1016E
  of
  the
  Corporations
  Act
  does
  not
  apply
  to any
  applications
  received
  by
  us
  in
  relation
  to
  any[+] securities
  to
  be quoted
  and
  that
  no-­‐one
  has
  any
  right
  to
  return
  any[+] securities
  to
  be quoted
  under
  sections
  737,
  738
  or
  1016F
  of
  the
  Corporations
  Act
  at
  the time
  that
  we
  request
  that
  the[+] securities
  be
  quoted.

• If
  we
  are
  a
  trust,
  we
  warrant
  that
  no
  person
  has
  the
  right
  to
  return
  the + securities
  to
  be
  quoted
  under
  section
  1019B
  of
  the
  Corporations
  Act
  at

• the
  time
  that
  we
  request
  that
  the[+] securities
  be
  quoted.

• 3 We
  will
  indemnify
  ASX
  to
  the
  fullest
  extent
  permitted
  by
  law
  in
  respect
  of
  any claim,
  action
  or
  expense
  arising
  from
  or
  connected
  with
  any
  breach
  of
  the warranties
  in
  this
  agreement.

• 4 We
  give
  ASX
  the
  information
  and
  documents
  required
  by
  this
  form.

If
any information
or
document
not
available
now,
will
give
it
to
ASX
before + + quotation
of
the securities
begins.
We
acknowledge
that
ASX
is
relying
on
the

• information
  and
  documents.

We
warrant
that
they
are
(will
be)
true
and complete.

Sign
here:

............................................................ Date:
23[rd] February
2011 (Director/Company
secretary)

Print
name: Greg
Pennefather

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