VOLT GROUP LIMITED — Capital/Financing Update 2011

Feb 3, 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	Convertible Bonds
	100

• See
  chapter
  19
  for
  defined
  terms.

24/10/2005

Appendix
3B
Page
1

3 Principal
terms
of
the[+] securities Unlisted
Convertible
Bonds (eg,
if
options,
exercise
price
and Conversion
Date
at
discretion
of
Bond
Holder expiry
+securities,
date; if
the
partly
amount
paid Conversion
Price,
the
lower
of: -­‐ 120%
of
the
average
of
the
closing outstanding
and
due
dates
for + prices per share for the 30 payment; if convertible consecutive Trading Days securities,
the
conversion
price immediately
prior
to
the
date
the and
dates
for
conversion) Bond
is
issued;
or -­‐ 90%
of
the
lowest
average
of
the closing
prices
per
share
in
any
5 consecutive
Trading
Days
during
the 30 consecutive Trading Days immediately preceding the conversion
date, but
subject
to
a
minimum
conversion
price
of $0.02 4 Do
the[+] securities
rank
equally
in Not
ranked
equally,
no
entitlements
attached all
respects
from
the
date
of to
the
Bonds. 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 $10,000
  per
  Convertible
  Bond 6 Purpose
  of
  the
  issue Bond
  Drawdown
  to
  make
  further
  progress (If
  issued
  as
  consideration
  for
  the payments
  for
  Opcon
  Powerboxes
  on
  order. acquisition of assets, clearly identify
  those
  assets)

7 Dates
of
entering[+] securities
into 4[th] February
2011 uncertificated holdings or despatch
of
certificates + Number Class 8 Number and +class of all 576,739,498 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

9 Number and +class of all +securities not quoted on ASX (including the securities in clause 2 if applicable) 10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)	Number	+Class
	41,701,418 100	Ordinary Shares Convertible Bonds
	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_

Items
34
to
42
not
applicable

**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.

• See
  chapter
  19
  for
  defined
  terms.

24/10/2005

Appendix
3B
Page
3

• 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.

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Sign
here:

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............................................................
(Director/Company
secretary)
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Date:
4 [th]
February
2011
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Print
name: Greg
Pennefather

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