VOLT GROUP LIMITED — Capital/Financing Update 2012

Nov 11, 2012

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9[th] November 2012

The Manager Company Announcements Office ASX Limited

ENERJI LTD Notice under Section 708A(5)

Enerji Ltd ( Company ) advises that on 9[th] November 2012, the Company issued 60,965,125 ordinary shares and 30,482,563 listed options with an exercise price of $0.03 expiring 30 June 2015. The securities were fully paid ordinary shares and were part of a class of securities quoted on ASX Limited. The Appendix 3B in relation to the issue is attached.

The Company gives this notice pursuant to Section 708A(5) of the Corporations Act.

The shares were issued without disclosure to investors under Part 6D.2, in reliance on Section 708A(5) of the Corporations Act.

The Company, as at the date of this notice, has complied with:

• (a) the provisions of Chapter 2M of the Corporations Act; and Section 674 of the Corporations Act.

• (b) There is no excluded information for the purposes of Sections 708A(7) and (8) of the Corporations Act.

Yours faithfully

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Greg Pennefather Director

About Enerji

Enerji Limited is a Perth-based clean power company focussed on delivering waste heat to power systems, based on the Opcon Powerbox, in Australia.

The Opcon Powerbox cogeneration technology transforms waste heat into electricity and therefore creates significant energy cost savings and reduced CO2 emissions for its customers.

Enerji has exclusive sales and distribution rights for the Opcon Powerbox in Australia.

The Opcon Powerbox, manufactured in Sweden by Opcon, represents a significant commercial opportunity through application to industrial, mining and power generation operation.

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10 Ord Street, West Perth, Western Australia 6005 Telephone: +618 9268 3800 Facsimile: +618 9226 2018

Appendix 3B New issue announcement

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 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12

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 Listed Options
	60,965,125 Ordinary Shares 30,482,563 Listed Options
	Ordinary Fully Paid Shares Listed Options exercise price $0.03, expiring 30 June 2015

• See chapter 19 for defined terms.

01/08/2012

Appendix 3B Page 1

Appendix 3B New issue announcement

4 Do the[+] securities rank equally in All Fully Paid Shares issued will rank all respects from the date of equally with existing Fully Paid Ordinary allotment with an existing[+] class of Shares on issue 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 $0.008 per Ordinary Share nil per Option 6 Purpose of the issue Working capital purposes (If issued as consideration for the acquisition of assets, clearly identify those assets) 6a Is the entity an[+] eligible entity that No has obtained security holder approval under rule 7.1A? If Yes, complete sections 6b – 6h in relation to the[+] securities the subject of this Appendix 3B, and comply with section 6i 6b The date the security holder n/a resolution under rule 7.1A was passed 6c Number of +securities issued n/a without security holder approval under rule 7.1

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

6d Number of+securities issued with security holder approval under rule 7.1A 6e Number of+securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting) 6f Number of securities issued under an exception in rule 7.2 6g If securities issued under rule 7.1A, was issue price at least 75% of 15 day VWAP as calculated under rule 7.1A.3? Include the issue date and both values. Include the source of the VWAP calculation. 6h If securities were issued under rule 7.1A for non-cash consideration, state date on which valuation of consideration was released to ASX Market Announcements 6i Calculate the entity’s remaining issue capacity under rule 7.1 and rule 7.1A – complete Annexure 1 and release to ASX Market Announcements 7 Dates of entering+securities into uncertificated holdings or despatch of certificates 8 Number and +class of all +securities quoted on ASX (including the securities in section 2 if applicable)	n/a
	n/a
	n/a
	n/a
	n/a
	186,586,097
	9thNovember 2012
	Number	+Class
	1,381,573,985 64,737,499 702,198,994	Ordinary Shares Options exercisable at $0.20 on or before 31 December 2016 Options exercisable at $0.03 on or before 30 June 2015

• See chapter 19 for defined terms.

01/08/2012

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Appendix 3B New issue announcement

Number +Class 9 Number and +class of all +securities not quoted on ASX (including the securities in section 2 if applicable) 10 Dividend policy (in the case of a No dividend policy has been trust, distribution policy) on the established increased capital (interests)

Part 2 - Bonus issue or pro rata issue

Items 11 to 33 not applicable, not a bonus or pro rata issue

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)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

35 If the[+] securities are[+] equity securities, the names of the 20 largest holders of the additional[+] securities, and the number and percentage of additional[+] securities held by those holders

36 If the[+] securities are[+] equity securities, a distribution schedule of the additional +securities setting out the number of holders in the categories 1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000

• See chapter 19 for defined terms.

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Appendix 3B Page 4

Appendix 3B New issue announcement

100,001 and over

37 A copy of any trust deed for the additional[+] securities

Items 38 to 42 not applicable, box 34(b) not ticked

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: 9[th] November 2012 (Director/ ~~Company secretary)~~

Print name: Greg Pennefather

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• See chapter 19 for defined terms.

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Appendix 3B Page 5

Appendix 3B New issue announcement

Appendix 3B – Annexure 1

Calculation of placement capacity under rule 7.1 and rule 7.1A for[+] eligible entities

Introduced 01/08/12

Part 1

Rule 7.1 – Issues exceeding 15% of capital

Step 1: Calculate “A”, the base figure from which the placement capacity is calculated

Rule 7.1 – Issues exceeding 15% of capital	Rule 7.1 – Issues exceeding 15% of capital
Step 1: Calculate “A”, the base figure from which the placement capacity is calculated
Insertnumber of fully paid ordinary securities on issue 12 months before date of issue or agreement to issue	722,958,467
Addthe following: • Number of fully paid ordinary securities issued in that 12 month period under an exception in rule 7.2 • Number of fully paid ordinary securities issued in that 12 month period with shareholder approval • Number of partly paid ordinary securities that became fully paid in that 12 month period Note: • Include only ordinary securities here – other classes of equity securities cannot be added • Include here (if applicable) the securities the subject of the Appendix 3B to which this form is annexed • It may be useful to set out issues of securities on different dates as separate line items	647,615,518
Subtractthe number of fully paid ordinary securities cancelled during that 12 month period	0
“A”	1,370,573,985

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

Step 2: Calculate 15% of “A”
“B”	0.15 [Note: this value cannot be changed]
Multiply“A” by 0.15	205,586,097
Step 3: Calculate “C”, the amount of placement capacity under rule 7.1 that has already been used
Insertnumber of equity securities issued or agreed to be issued in that 12 month period not counting_those issued: • Under an exception in rule 7.2 • Under rule 7.1A • With security holder approval under rule 7.1 or rule 7.4 _Note: • This applies to equity securities, unless specifically excluded – not just ordinary securities • Include here (if applicable ) the securities the subject of the Appendix 3B to which this form is annexed • It may be useful to set out issues of securities on different dates as separate line items	19,000,000
“C”	19,000,000
Step 4: Subtract “C” from [“A” x “B”] to calculate remaining placement capacity under rule 7.1
“A” x 0.15 Note: number must be same as shown in Step 2	205,586,097
Subtract“C” Note: number must be same as shown in Step 3	19,000,000
Total[“A” x 0.15] – “C”	186,586,097 [Note: this is the remaining placement capacity under rule 7.1]

• See chapter 19 for defined terms.

01/08/2012

Appendix 3B Page 7

Appendix 3B New issue announcement

Part 2

Annexure 1, Part 2 not applicable as a special resolution to apply Rule 7.1A has not been put to shareholders

• See chapter 19 for defined terms.

01/08/2012

Appendix 3B Page 8