ALTAMIN LIMITED — M&A Activity 2013

Jul 25, 2013

26 July 2013

EXTENSION OF CLOSING DATE FOR TAKEOVER OFFER FOR ENERGIA MINERALS

ABN 22 102 912 783

32 Harrogate Street, West Leederville WA 6007

Australian resources company, Cauldron Energy Limited (ASX: CXU) (“Cauldron” or “the Company”) has today resolved to vary its offer for all of the fully paid ordinary shares in Energia Minerals Limited (“Energia”) ( ASX: EMX ) (“Offer”) by extending the period of the Offer so that the Offer now ends at 5.00pm (WST/Perth time) on 16 November 2013 (unless further extended).

The Offer is currently a conditional offer of one (1) Cauldron share for every eight (8) Energia shares held.

Attached to this announcement is:

PO Box 1385, West Leederville WA 6901

ASX code: CXU

159,622,605 shares 4,300,000 unlisted options

• (a) a formal Notice of Variation of Takeover Offer; and

(b) a Supplementary Bidder’s Statement relating to the above changes to the Offer and the converting loan agreements announced on 10 July 2013.

Board of Directors

Tony Sage Executive Chairman

End.

For further information, visit www.cauldronenergy.com.au or contact:

Simon Youds David Tasker Cauldron Energy Limited Professional Public Relations Ph: (08) 9380 9555 Ph: (08) 9388 0944

Brett Smith Executive Director

Qiu Derong Non-executive Director

Claire Tolcon Company Secretary

32 Harrogate Street, West Leederville WA 6007Ph: (+618) 9380 9555 Fax: (+618) 9380 9666 PO Box 1385, West Leederville WA 6901 Web: www.cauldronenergy.com.au

NOTICE OF VARIATION OF OFFER PURSUANT TO SECTION 650D OF THE CORPORATIONS ACT

• To: 1. Energia Minerals Limited (ABN 63 078 510 988) (Energia).

2. Persons to whom Cauldron Energy Limited (ABN 22 102 912 783) (Cauldron) made offers dated 16 May 2013 to acquire shares in Energia.

3. Australian Securities & Investments Commission.

4. ASX Limited (ACN 008 624 691).

Cauldron gives notice under Section 650D of the Corporations Act 2001 (Cth) ( Act) that it varies the offer to acquire all of the issued fully paid ordinary shares in Energia, as considered in the bidder’s statement dated 2 May 2013 ( Bidder’s Statement ) ( Offer ) by extending the Offer Period set out in the “Key Dates” Section and Part A Item 3 of Section 1 of the Bidder’s Statement (and wherever else it appears in the Bidder’s Statement) so that the Offer now ends at 5.00pm (WST/Perth time) on 16 November 2013 (unless further extended).

As this variation results in Cauldron varying the Offer in a way that postpones for more than 1 month the time when Cauldron has to meet its obligations under the Offer, each person to whom Cauldron has made an Offer and who has accepted the Offer has the right to withdraw their acceptance within 1 month beginning on the day after the day on which a copy of this notice of variation is received in accordance with Section 650E of the Act.

Any notice by an Energia shareholder withdrawing its acceptance of the Offer under Section 650E of the Act must:

• a) if the shares are in a CHESS Holding, be in the form of a Valid Originating Message transmitted to ASX Settlement by the Controlling Participant for that CHESS Holding, specifying the number of shares to be released from the Offer Accepted Subposition in which the relevant shares have been reserved; or

• b) in any other case, be in writing and delivered to Cauldron.

If an Energia shareholder withdraws an acceptance in this manner, Cauldron must, before the end of 14 days after the day it is given the withdrawal notice:

• a) return to the shareholder any documents that were sent to Cauldron for the acceptance; and

• b) if the shares are in a CHESS Holding, transmit to ASX Settlement a Valid Message that authorises the release of those shares from the Offer Accepted Subposition in which the CHESS Holding has been reserved.

In order to assist with the processing of withdrawals, the withdrawal notice should identify the full name(s) of the withdrawing shareholder, provide the Energia shareholders' Security Reference Number (SRN) or Holder Identification Number (HIN) (if applicable) and be signed in the same manner as the Energia shareholder signed the Acceptance Form.

Pursuant to section 630(2) of the Act, the new date for giving notice under section 630 of the Act of the status of the defeating conditions set out in section 1.13 of the Bidder’s Statement is 9 November 2013. As at the date of this notice, so far as Cauldron knows, none of the defeating conditions of the Offer have been met.

Unless the context requires, all references in the Bidder’s Statement to the Offer Period (and the Closing Date) are varied accordingly.

At the date the first Offer was made, Cauldron and its associates had no relevant interest in Energia Shares. As far as Cauldron is aware, as at the date of this Notice of Variation, Cauldron and its associates have a relevant interest in approximately 0.27% of the Energia Shares.

Unless the context requires otherwise words defined in the ASX Settlement Operating Rules have the same meaning when used in this notice.

Dated: 26 July 2013

Approved by a unanimous resolution passed by the directors of Cauldron Energy Limited.

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Tony Sage Director Cauldron Energy Limited

A copy of this notice was lodged with the Australian Securities and Investments Commission on 26 July 2013. Neither the ASIC nor any of its officers takes any responsibility for the contents of this notice.

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CAULDRON ENERGY LIMITED ABN 22 102 912 783

FIRST SUPPLEMENTARY BIDDER’S STATEMENT

by Cauldron Energy Limited (ABN 22 102 912 783) in respect of the Offer to acquire all of the ordinary shares in Energia Minerals Limited (ABN 63 078 510 988).

1. INTRODUCTION

This document is the first supplementary bidder’s statement ( First Supplementary Bidder’s Statement ) by Cauldron Energy Limited ( Cauldron or Company ) dated 26 July 2013 under section 643 of the Corporations Act in relation to the off-market takeover Offer by Cauldron to acquire all of the issued shares in Energia Minerals Limited ( Energia ) as set out in Cauldron’s bidder’s statement dated and lodged with the Australian Securities and Investments Commission ( ASIC ) on 2 May 2013 ( Original Bidder’s Statement ).

This First Supplementary Bidder’s Statement has been prepared by Cauldron to ensure that full information has been provided to Energia Shareholders in respect of the Offer made by Cauldron.

A copy of this First Supplementary Bidder’s Statement was lodged with the ASIC on 26 July 2013. Neither the ASIC nor any of its officers takes any responsibility for the contents of this First Supplementary Bidder’s Statement.

This First Supplementary Bidder’s Statement supplements, and must be read together with, the Original Bidder’s Statement.

Unless the context otherwise requires, defined terms in the Original Bidder’s Statement have the same meaning in this First Supplementary Bidder’s Statement. This First Supplementary Bidder’s Statement will prevail to the extent of any inconsistency with the Original Bidder’s Statement.

2. CONVERTING LOAN AGREEMENTS

As announced on 10 July 2013, Cauldron has entered into converting loan agreements with its two major shareholders, Cape Lambert Resources Limited ( Cape Lambert ) and Mr Qiu Derong (together, the Converting Loan Agreements ).

As stated in the Original Bidder’s Statement, and as the date of this First Supplementary Bidder’s Statement:

(a) Executive Chairman of Cauldron Mr Sage is the executive chairman of Cape Lambert, which is a substantial Cauldron Shareholder, holding approximately 21% of the Company; and

(b) Non-Executive Director Mr Qiu Derong is a substantial Cauldron Shareholder, holding approximately 26.25% of the Company.

A summary of the material terms of the Converting Loan Agreements is set out below.

• (a) Cape Lambert to lend the Company $655,685 ( CFE Loan ); and

• (b) Mr Qiu Derong to lend the Company $844,315 ( Qui Loan ),

(together, the Converting Loans ).

• (c) Interest to accrue daily at a rate of 10% per annum on the CFE Loan and the Qui Loan ( Interest ).

• (d) Subject to receipt of Cauldron Shareholder approval (at a meeting be held on or before 30 November 2013) ( CXU Approvals ) the Converting Loans (together with Interest) shall automatically convert into Cauldron Shares at a price equal to 80% of the volume weighted average closing price of Cauldron Shares as quoted on ASX over the last ten (10) trading days immediately preceding the day of receipt of the CXU Approvals ( Issue Price ) ( Conversion Shares ).

• (e) The Company shall allot and issue the Conversion Shares to Cape Lambert and Mr Qui (or nominees) as soon as practicable after the CXU Approvals are obtained.

• (f) The issue of the Conversion Shares will be deemed to have satisfied the Company’s obligations to repay the Converting Loans (including interest) and Cauldron will have no further obligations under the Converting Loan Agreements.

• (g) If the CXU Approvals are not obtained the Converting Loans (including Interest) are repayable by the Company on the earlier to occur of:

• (i) 30 June 2014; and

• (ii) default or breach by Cauldron of the terms of the Converting Loan Agreements.

• (h) Cauldron must apply the funds from the Converting Loans towards exploration of its current projects and working capital purposes unless otherwise agreed by the parties.

Issue of Shares on Conversion of the Converting Loans

Set out in Table 1 below, is the capital structure of the Company and respective holdings of Cape Lambert and Mr Qui assuming 100% take up under the Takeover Offer and the capital structure and holdings showing the effect of the issue of the Conversion Shares assuming no other Cauldron Shares are issued and 15,583,561 Conversion Shares at an Issue Price of $0.10 each are issued on 29 November 2013.

Table 1 – Effect on Capital Structure of Conversion assuming an Issue Price of $0.10

Cauldron Shares

Cauldron Shares
	Pre Issue of Conversion Shares1,2	Post Issue of Conversion Shares 1, 2, 3
Shareholder	No Shares %	No Shares %
Cape Lambert (and associates) Mr Qiu Derong (and associates) Other Cauldron	33,599,049 18.50 41,900,000 23.06 106,160,432 58.44	40,410,987 20.49 50,671,623 25.69 106,160,432 53.82

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Shareholders
TOTAL	181,659,481 100	197,243,042	100
Cauldron Options
Unlisted Options exercisable at $0.45 on or before 20 October 2015			500,000
Unlisted Options exercisable at $0.20 on or before 30 June 2014			2,800,000
Unlisted Options exercisable at $0.20 on or before 18 September 2015			1,000,000
TOTAL			4,300,000

Notes

• 1 Assuming a 100% take up under the Takeover Offer.

• 2 Assuming no Cauldron Options are exercised or other Cauldron Shares issued.

• 3 The above table assumes the Issue Price is $0.10 each and 6,811,938 Conversion Shares are issued to Cape Lambert (or nominee) and 8,771,623 Shares are issued to Qui (or nominee) on 29 November 2013 pursuant to the Converting Loan Agreements. This number will vary depending on the volume weighted average closing price of Cauldron Shares as quoted on ASX over the last ten (10) trading days immediately preceding the day of receipt of the CXU Approvals.

• 4 The rights attaching to the Cauldron Shares are summarised in Section 3.13 of the Original Bidder’s Statement and based on Cauldron’s Constitution.

Set out in Table 2 below, is the capital structure of the Company and respective holdings of Cape Lambert and Mr Qui (assuming 100% take up under the Takeover Offer) and the capital structure and holdings showing the effect of the issue of the Conversion Shares assuming no other Cauldron Shares are issued and 19,479,452 Conversion Shares at an Issue Price of $0.08 each are issued on 29 November 2013.

Table 1 – Effect on Capital Structure of Conversion assuming an Issue Price of $0.08

Cauldron Shares

Cauldron Shares
	Pre Issue of Conversion Shares 1,2	Post Issue of Conversion Shares 1, 2, 3
Shareholder	No Shares %	No Shares	%
Cape Lambert (and associates) Mr Qiu Derong (and associates) Other Cauldron Shareholders	33,599,049 18.50 41,900,000 23.06 106,160,432 58.44	42,113,972 52,864,529 106,160,432	20.94 26.28 52.78
TOTAL	181,659,481 100	201,138,933	100
Cauldron Options
Unlisted Options exercisable at $0.45 on or before 20 October 2015			500,000
Unlisted Options exercisable at $0.20 on or before 30 June 2014			2,800,000
Unlisted Options exercisable at $0.20 on or before 18 September 2015			1,000,000
TOTAL			4,300,000

Notes

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• 1 Assuming a 100% take up under the Takeover Offer.

• 2 Assuming no Cauldron Options are exercised or other Cauldron Shares issued.

• 3 The above table assumes the Issue Price is $0.08 each and 8,514,923 Conversion Shares are issued to Cape Lambert (or nominee) and 10,964,529 Shares are issued to Qui (or nominee) on 29 November 2013 pursuant to the Converting Loan Agreements. This number will vary depending on the volume weighted average closing price of Cauldron Shares as quoted on ASX over the last ten (10) trading days immediately preceding the day of receipt of the CXU Approvals.

• 4 The rights attaching to the Cauldron Shares are summarised in Section 3.13 of the Original Bidder’s Statement and based on Cauldron’s Constitution.

Set out in Table 3 below, is the capital structure of the Company and respective holdings of Cape Lambert and Mr Qui (assuming 100% take up under the Takeover Offer) and the capital structure and holdings showing the effect of the issue of the Conversion Shares assuming no other Cauldron Shares are issued and 25,972,603 Conversion Shares at an Issue Price of $0.06 each are issued on 29 November 2013.

Table 3 – Effect on Capital Structure of Conversion assuming an Issue Price of $0.06

Cauldron Shares

Cauldron Shares
	Pre Issue of Conversion Shares 1,2	Post Issue of Conversion Shares 1, 2, 3
**Shareholder **	No Shares %	No Shares	%
Cape Lambert (and associates) Mr Qiu Derong (and associates) Other Cauldron Shareholders	33,599,049 18.50 41,900,000 23.06 106,160,432 58.44	44,952,280 56,519,372 106,160,432	21.65 27.22 51.13
TOTAL	181,659,481 100	207,632,084	100
Cauldron Options
Unlisted Options exercisable at $0.45 on or before 20 October 2015			500,000
Unlisted Options exercisable at $0.20 on or before 30 June 2014			2,800,000
Unlisted Options exercisable at $0.20 on or before 18 September 2015			1,000,000
TOTAL			4,300,000

Notes

• 1 Assuming a 100% take up under the Takeover Offer.

• 2 Assuming no Cauldron Options are exercised or other Cauldron Shares issued.

• 3 The above table assumes the Issue Price is $0.06 each and 11,353,231 Conversion Shares are issued to Cape Lambert (or nominee) and 14,619,372 Shares are issued to Qui (or nominee) on 29 November 2013 pursuant to the Converting Loan Agreements. This number will vary depending on the volume weighted average closing price of Cauldron Shares as quoted on ASX over the last ten (10) trading days immediately preceding the day of receipt of the CXU Approvals.

• 4 The rights attaching to the Cauldron Shares are summarised in Section 3.13 of the Original Bidder’s Statement and based on Cauldron’s Constitution.

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3. EXTENSION OF OFFER PERIOD

On 26 July 2013, Cauldron gave notice that it had varied the Offer by extending the Offer period so that the Offer now ends at 5.00pm (WST/Perth time) on 16 November 2013 (unless further extended or withdrawn).

Acceptance Forms together with all other documents required by the instructions on it (including the certificates in respect of any of your Energia Shares which are certificated) are received at the following address before the end of the Offer Period.

4. CONCLUSION

Cauldron encourages you to consider all information that has either been sent to you or is included in this First Supplementary Bidder’s Statement, and to ACCEPT Cauldron’s Offer.

If you have any queries about the Offer or require assistance with your acceptance, please contact your financial advisor or call Cauldron on (08) 9380 9555 (callers in Australia) or +618 9380 9555 (callers outside Australia).

5. APPROVAL OF THE FIRST SUPPLEMENTARY BIDDER’S STATEMENT

This First Supplementary Bidder’s Statement is dated 26 July 2013 and was approved pursuant to a unanimous resolution passed at a meeting of the directors of Cauldron.

Signed for and on behalf of

Cauldron Energy Limited

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Mr Tony Sage Director

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