ALTAMIN LIMITED — M&A Activity 2013

Mar 17, 2013

18 March 2013

CAULDRON ENERGY TAKEOVER OFFER FOR ENERGIA MINERALS

ABN 22 102 912 783

HIGHLIGHTS

• Cauldron Energy Limited (CXU) confirms its intention to undertake an off-market scrip takeover bid for Energia Minerals Limited (EMX), on a one (1) CXU share for eight (8) EMX share, basis.

32 Harrogate Street, West Leederville WA 6007

PO Box 1385, West Leederville WA 6901

• Offer represents a value of A$0.034 for each EMX share[1] , representing a premium to 5 day VWAP of 29%.

• Offer is subject to, amongst other conditions, a minimum acceptance condition of 90% of the issued shares in EMX at the end of the offer period.

• If the takeover bid is successful, the merged entity will hold a contiguous tenement package with a strike of over 190km in a highly prospective uranium province in the Carnarvon Basin region of Western Australia.

• Combined assets located in emerging uranium province with in-situ leach potential, providing:-

• combined uranium resources of 32.4 Mlbs U3O8

• o large up-side potential with multiple propects and targets.

Australian resources company, Cauldron Energy Limited (ASX: CXU) (“Cauldron” or “the Company”) wishes to announce its intention to make an off-market takeover bid to acquire all of the ordinary shares of Energia Minerals Limited (“Energia”) ( ASX: EMX ) (“Offer”).

ASX code: CXU 159,622,605 shares 4,300,000 unlisted options

Board of Directors

Tony Sage Executive Chairman

Brett Smith Executive Director

Qiu Derong Non-executive Director

Claire Tolcon Company Secretary

Under the terms of the Offer, Energia shareholders will be offered one (1) Cauldron share for every eight (8) Energia shares held. This Offer implies a valuation of A$0.034 per Energia share[1] , which represents:

• (a) a premium of 30% to the closing price of Energia shares on 14 March 2013 of $0.026; and

• (b) a premium of 29% to the five day Value Weighted Average Price (“VWAP”) of Energia shares.

1 Based on a closing price of Cauldron shares on ASX on 14 March 2013 of $0.27. As the consideration offered comprises Cauldron shares, the value of the consideration will vary with the market price of Cauldron shares.

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

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It is not presently intended that separate offers will be made for any of the Energia options on issue and therefore holders of those options will need to exercise them in order to participate in the Offer.

Full conditions to the Offer are set out in Appendix 1.

The board of Cauldron believes the synergies between the two companies are immense, not least that the merged entity would control over 190km of contiguous mineralisation in the Carnarvon Basin region of Western Australia, where recent exploration success by Cauldron, Paladin Energy Ltd and Energia has defined a metal endowerment of potential global significance.

Executive Chairman, Mr Tony Sage said, “Our bid for Energia rests on our confidence that we are on the verge of defining a major new uranium province in the Carnarvon Basin, and that both Cauldron and Energia have huge exploration and corporate synergies. We feel this region has the potential to host a globally significant in-situ leach uranium operation.”

On 21 February 2013, Cauldron announced a significant Exploration Target[2] increase from 25 to 30 Mlbs to 30 to 115 Mlbs of U3O8 at a grade of 250 to 900ppm U3O8, at its wholly owned Yanrey Project (“Yanrey”) in Western Australia. The significant upgrade in the Exploration Target[1] followed the recent 300% increase in the inferred uranium resource at Bennet Well from 4.8 Mlbs to 15.7 Mlbs (refer ASX announcement dated 7 February 2013).

The Yanrey Project (Figure 1), is adjacent to Paladin Energy Ltd’s Manyingee Deposit (24 Mlbs U3O8), and Energia’s Nyang Deposit (16.7 Mlbs U3O8).

“Nyang is situated along strike from our Yanrey uranium project and appears to reinforce Cauldron’s model of uranium mineralisation as they share very similar geological settings. We believe both projects could be amendable to an in-situ leaching process, which is a very efficient and low-cost method of uranium production.” Mr Sage added.

“By combining these companies we can create a uranium-focused entity that holds a dominant land position in an emerging and potentially significant uranium province. The new company will have the financial, material and human resources to advance multiple uranium deposits towards development, in an environment suitable for low-cost and environmentally friendly in-situ leach mining methods.”

The board of Cauldron considers that the proposed acquisition of Energia is a company changing transaction and upon successful completion, will position the Company for significant growth in the future.

2 The Exploration Target has yet to be fully drill tested and its potential quantity and grade is conceptual in nature. There has been insufficient exploration (ie. drilling) to define a mineral resource and it is uncertain if future exploration will result in the determination of a mineral resource.

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

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Cauldron is in the process of preparing a formal Bidder’s Statement in respect to the Offer and will lodge that document with the ASX and Australian Securities and Investments Commission ( ASIC ) in accordance with the requirements of the Corporations Act.

The Bidder’s Statement will set out in detail why Energia shareholders should accept the Offer, and will be dispatched to Energia shareholders approximately two weeks after its lodgement with ASIC. The Bidder’s Statement will also include a timetable for the Offer.

End.

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

Simon Youds

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

Competent Person Statement

The information in this announcement to which this statement is attached that relates to Cauldron Energy Limited’s exploration results is based on information compiled by Mr Mark Couzens who is a Member of the Australasian Institute of Mining and Metallurgy. Mr Couzens is a consultant at Cauldron Energy Limited and has sufficient experience relevant to the styles of mineralisation and types of deposits under consideration. Mr Couzens is undertaking to qualify as a Competent Person as defined in the 2004 Edition of the ‘Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves.’ Mr Couzens consents to the inclusion in the announcement of the matters based on their information in the form and context in which it appears.

The Bennet Well resource estimate was undertaken by Robert Spiers BSc Hons, MAIG (reviewed by Simon Gatehouse, MAIG), who are full-time employees of Hellman & Schofield Pty Limited. Mr Spiers has more than five years’ experience in resource estimation and Mr Simon Gatehouse has more than five years’ experience in uranium exploration and the assessment of uranium deposits. Mr Gatehouse has specific experience in the assessment of ISL uranium deposits. Together they are Competent Persons according to the JORC Code for Reporting of Mineral Resources and Ore Reserves (2004).

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

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Exploration Upside

Cauldron currently has 15 granted tenements totaling 3,200 square kilometres and three tenement applications (286 sq km) within the project area. The tenement package is 160 kilometres long and approximately 50 kilometres wide, highlighting the potential to identify further uranium resources in the project area.

Cauldron now owns most of the prospective ground located at the junction of the ancient coastline and the palaeochannels where conditions are ideal for the precipitation of uranium to occur.

At the Yanrey Project, the Company currently has four JORC compliant uranium resources, two already identified uranium prospects, eight exploration targets with proven uranium and over ten exploration targets with insufficient work completed to date that have been identified. Further drilling is required on these prospects to determine the extent of the uranium mineralisation and the grades of these occurrences.

In the area explored by Cauldron, there are at least fifteen favourable palaeochannels targets, including extensions to the Paladin Energy Ltd owned Manyingee and Spinifex deposits where Cauldron owns the surrounding tenements. In addition to these targets, the Company believes it has over 150 km[2] of untested prime target areas which are favourable for uranium mineralisation.

Exploration Target

The Exploration Target at the Yanrey Project has yet to be fully drill tested and its potential quantity and grade is conceptual in nature. There has been insufficient exploration (ie. drilling) to define a mineral resource and it is uncertain if future exploration will result in the determination of a mineral resource.

The Exploration Target is for sandstone hosted roll front uranium mineralisation within palaeochannels. It is based on recently completed work, which included reviewing historical and recent drillholes, detailed geophysical interpretation and geological modelling. This work has identified over 100 kilometres of redox front in the Yanrey area with associated palaeochannels that are potential sites for uranium precipitation. Figure 2 shows the location of some of exploration targets and palaeochannels identified by Cauldron.

There are many areas around Yanrey that contain potential uranium mineralisation, as shown by the Company’s drilling program conducted in late 2012.

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

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The revised exploration target of 30 to 115 million pounds of U3O8 at a grade of 250 to 900 ppm is based upon the following information:

• The recently discovered Bennet Well South and Bennet Well East resources were drilled on 200 to 400 metres spacing between drill lines and are both open at either end suggesting likely increases in the current resources. Bennet Well South in particular increased in grade and width on the most northern drill line, suggesting a large resource extension could exist to the north of where drilling ended.

• Bennet Well South is a narrow but long uranium zone and drilling completed here had inadequate numbers of drillholes across strike resulting in a lower resource size than expected. Further drilling across strike is needed to define the extents of the narrow but high grade uranium zone.

• Bennet Well East had high grade intersections including drillhole YNMR048 where 3.5m @ 1810ppm eU3O8 including a maximum value of 1.3% eU3O8 was identified. The drill line spacing on both sides of this drillhole was 400 metres. There is a potential high grade zone of uranium mineralisation within this area which has been underestimated in the current resource calculations.

• Bennet Well Deep South is currently a very small uranium resource based on a limited amount of drilling. The palaeochannel defined by drillhole reviews and geophysics appears to be over five kilometres long and has prospective sediments for uranium precipitation.

• There are likely extensions to the immediate Bennet Well Central resource based on geophysical interpretation, especially to the north and west of the current resource area.

• Geophysical interpretations have identified a likely side channel from the Bennet Well Channel that heads northwards to a zone of prospective sediments for uranium precipitation between the Bennet Well Deposits and the Manyingee Deposit.

• The Barradale channel was drilled in 2010 and in 2012 by Cauldron but all drillholes failed to penetrate the hard cemented bands at the top of the palaeochannel. These hard bands are known to be important markers seen in large uranium deposits including Paladin Energy’s Manyingee Deposit and the Beverley Four-Mile Deposit in South Australia. Cauldron believes that potential high grade uranium deposits could occur at the base of this channel. Historical drilling by CRAE on the side of the channel included 1.7 m at 290ppm eU3O8.

• Cauldron owns the tenement that surrounds Paladin Energy’s Manyingee Deposit. Historical drilling has shown extensions to the Manyingee Deposit that exists on Cauldrons’ tenement. There are three historically identified palaeochannels with numerous historical holes drilled with grades up to 3000 cps identified. Further drilling is required to define potential extensions to the current Manyingee Deposit.

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

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• Cauldron owns the tenements that surround Paladin Energy’s Spinifex Deposit. Historical interpretations indicate likely palaeochannel extensions to the Spinifex Deposit to the north and an additional palaeochannel to the east of the deposit through Cauldron’s tenement. Cauldron has not completed any drilling on these prospects yet.

• The South and North Ballards have previous drill results of 1.3m at 580ppm eU3O8 and 3.7m at 107ppm eU3O8, respectively. Chemical analyses from the south Ballard channel produced a result of 2m at 700 ppm eU3O8. Drilling by Cauldron in 2010 identified additional palaeochannels in this region and had a highest grade of 1.9m at 430 ppm U3O8.

• The Main Road Channel produced a result of 1.05m at 566 ppm eU3O8in historical drilling. Cauldron has not yet completed any additional drilling. A close spaced gravity survey completed in 2006 and the reprocessed Airborne EM survey completed in 2011 have more accurately defined the extents of the palaeochannel.

• The New Palaeochannel prospect was identified by Cauldron drilling in 2008 and included grades of 0.8m @ 420 ppm eU3O8. Further drilling is required to define the extents and uranium grades for this prospect.

• Cauldron has also identified additional uranium exploration targets on recently granted tenements where no drilling has taken place. Cauldron expects that drilling of these targets will lead to the identification of further uranium targets as our geological understanding of new exploration regions increases.

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

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Figure 1 - Yanrey Project and Prospect Location Plan

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

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Figure 2 - Yanrey Project showing identified palaeochannels

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and Prospects with the 2011 Airborne EM in the background
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32 Harrogate Street, West Leederville WA 6007 Ph: (+618) 9380 9555 Fax: (+618) 9380 9666 PO Box 1385, West Leederville WA 6901 Web: www.cauldronenergy.com.au

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Appendix 1 – Conditions of the Offer

The Offer and any contract resulting from acceptance of the Offer is subject to fulfillment of the following conditions:

• (a) ( minimum acceptance ) that at the end of the period in which the Offer is open (“Offer Period”) the number of Energia Shares in which Cauldron has a relevant interest is at least 90% of all Energia Shares on issue at the end of the Offer Period;

• (b) ( no restraining orders ) that between the Announcement Date and the end of the Offer Period:

• (i) there is not in effect any preliminary or final decision, order or decree issued by a Public Authority; and

• (ii) no application is made to any Public Authority (other than by Cauldron or its Related Bodies Corporate), or action or investigation is announced, threatened or commenced by a Public Authority,

in consequence of, or in connection with, the Offer (other than a determination by ASIC or the Takeovers Panel in exercise of the powers and discretions conferred by the Corporations Act), which;

• (iii) restrains or prohibits (or if granted could restrain or prohibit), or otherwise materially adversely impacts on, the making of the Offer or the completion of any transaction contemplated by the Offer (whether subject to conditions or not) or the rights of Cauldron in respect of Energia, any Energia Group Entity or Energia Shares to be acquired under the Offer; or

• (iv) requires the divestiture by Cauldron of any Energia Shares, or the divestiture of any assets of any Energia Group Entity, Cauldron or otherwise;

• (c) ( no material adverse effect ) that no event occurs between the Announcement Date and the end of the Offer Period that will or is reasonably likely to have a materially adverse effect on the assets and liabilities, financial position or performance, profits and losses or prospects of the Energia Group, including as a result of making the Offer or the acquisition of Energia Shares pursuant to the Offer. These events include, but are not limited to:

• (i) any event or circumstance which constitutes or gives rise to or may (upon the passage of time, the fulfilment of any condition, or the giving of notice or taking of any other action by a Public Authority or any other person) give rise to the suspension, revocation, disclaimer, invalidity, unenforceability, variation, lapse or termination

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

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of all or any material rights under any mining interest or any contract material to the operations of the Energia Group;

• (ii) a natural disaster materially and directly affecting the operations of the Energia Group for a period of at least seven Business Days;

• (iii) the incurring of any obligations, liabilities, costs or expenses (contingent or otherwise), other than capital expenditure, except in the ordinary course of business;

• (iv) any change in any applicable laws or regulations (including taxation, customs excise-or duty) which would result in a material impairment of the cost structure of the Energia Group; and

• (v) any undisclosed events, occurrences, circumstances or matters which individually or when aggregated with all events, occurrences, circumstances or matters of a like kind or category has (or would be likely to have) the effect of diminishing the fair market value of the consolidated net assets of the Energia Group,

and includes, but is not limited to, an event:

• (vi) that occurs prior to the Offer Period but is only announced by Energia to the ASX or in relation to which Cauldron otherwise becomes aware during or after the Announcement Date; or

• (vii) that will or is likely to occur following the Offer Period and which has not been announced by Energia to the ASX prior to the Announcement Date,

but does not include:

• (viii) any matter fairly disclosed to Cauldron or its representatives or to the ASX or otherwise widely known publicly on or before the Announcement Date;

• (ix) any event, occurrence, circumstance or matter affecting the mining industry generally;

• (x) any change in general economic, financial, currency exchange, securities or commodities market conditions; or

• (xi) any change in accounting policy required by law;

• (d) ( no material acquisitions, disposals or new commitments ) that except for any proposed transaction announced by Energia to the ASX before the Announcement Date, none of the following events occur during the period from the Announcement Date to the end of the Offer Period:

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

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• (i) any Energia Group Entity acquires, offers to acquire or lease or agrees to acquire or lease one or more companies, entities, securities, businesses or assets (or any interest in one or more companies, entities, securities, businesses or assets), other than in the ordinary course of business, or makes an announcement in relation to such an acquisition, offer or agreement;

• (ii) any Energia Group Entity disposes of or leases, offers to dispose of or lease or agrees to dispose of or lease one or more companies, entities, securities, businesses or assets (or any interest in one or more companies, entities, securities, businesses or assets), other than in the ordinary course of business, or makes an announcement in relation to such a disposition, offer or agreement;

• (iii) any Energia Group Entity enters into, or offers to enter into or agrees to enter into, any agreement, joint venture, partnership, asset or profit sharing arrangement, management agreement, merger of businesses or of corporate entities or commitment which would require expenditure, the foregoing of revenue, or involving a commitment of securities, assets or liabilities by any Energia Group Entity, other than in the ordinary course of business, or makes an announcement in relation to such an entry, offer or agreement;

• (iv) any Energia Group Entity enters into any corporate transaction which would or would be likely to involve a material change in the manner in which any Energia Group Entity conducts its business, the nature (including balance sheet classification), extent or value of any Energia Group Entity's assets, or the nature (including balance sheet classification), extent or value of the liabilities of any Energia Group Entity;

• (v) any Energia Group Entity incurs, commits to, or brings forward the time for incurring or committing, or grants to another person a right the exercise of which would involve any Energia Group Entity incurring or committing to any capital expenditure or liability, or foregoing any revenue, except for the incurrence of any capital expenditure in accordance with the day to day operating activities of the Energia Group as conducted before the Announcement Date;

• (vi) any Energia Group Entity waives any material third party default or accepts as a settlement or compromise of a material matter for materially less than the full compensation due to any Energia Group Entity; or

• (vii) any Energia Group Entity enters, agrees to enter into or renews any contract of service or varies or agrees to vary any existing contract of service with any current or proposed director or manager or makes or agrees to make any substantial change to the basis or amount of remuneration;

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

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• (e) ( change of control ) that on or during the period commencing on the Announcement Date and before the end of the Offer Period, no person exercises or purports to exercise, has stated an intention to exercise, or has any rights (whether subject to conditions or not) under any:

• (i) provision of any agreement or other instrument to which any Energia Group Entity is a party, or by or to which any Energia Group Entity or any of its assets may be bound or be subject, which could result, to an extent which is material in the context of Energia Group taken as a whole, in:

  • (A) any such agreement or other instrument being terminated, varied or modified or any action being taken or arising thereunder;

  • (B) the interest of any Energia Group Entity in any firm, joint venture, trust, corporation or other entity (or any arrangements relating to such interest) being terminated, varied or modified; or

  • (C) the business of any Energia Group Entity with any other person being adversely affected; or

• (ii) provision of any Financial Arrangement to which any Energia Group Entity is a party, or by or to which any Energia Group Entity or any of its assets may be bound or be subject, which could result in:

  • (A) the terms of any such Financial Arrangement being varied, modified, denied or terminated or operating in a manner that is adverse to the commercial interests of the Energia Group; or

  • (B) any monies borrowed or raised by or any other monetary obligations of any Energia Group Entity being or becoming payable or repayable or being capable of being declared payable or repayable immediately or earlier than the payment date stated in such Financial Arrangement or otherwise accelerated or any transaction being closed out or becoming capable of being closed out before the maturity date stated in such Financial Arrangement,

as a result of the Offer or the acquisition of Energia Shares by Cauldron;

• (f) ( Prescribed Occurrences ) that on or during the period commencing on the Announcement Date and ending at the end of the Offer Period, none of the following events occur:

• (i) Energia announces to pay, pays or declares any dividend or other distribution (except under any arrangement announced on the ASX

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

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• before the Announcement Date or with the prior written consent of Cauldron;

• (ii) Energia converts all or any Energia Shares into a larger or smaller number of Energia Shares;

• (iii) Energia or any other Energia Group Entity resolves to reduce its capital in any way or reclassifies, combines, splits, redeems or repurchases directly or indirectly any securities;

• (iv) any Energia Group Entity:

• (A) enters into a buy-back agreement;

• (B) resolves to approve the terms of a buy-back agreement under sections 257C(1) or 257D(1) of the Corporations Act ); or

• (C) enters into, or approves any other equivalent arrangement under foreign law similar to those in (A) and (B) above;

• (v) any Energia Group Entity issues Energia Shares or other securities, or grants an option over Energia Shares or other securities, or agrees to make such an issue or grant such an option (except for Energia Shares that are issued between the Announcement Date and the end of the Offer Period as a result of the exercise of Energia Options, or conversion of convertible notes in Energia, on issue on the Announcement Date);

• (vi) any Energia Group Entity issues, or agrees to issue, convertible notes or convertible units;

• (vii) any Energia Group Entity disposes, or agrees to dispose, of the whole, or a substantial part, of its business or property;

• (viii) any Energia Group Entity charges, or agrees to charge, the whole, or a substantial part, of its business or property;

• (ix)

• any Energia Group Entity resolves to be wound up;

• (x) a liquidator or provisional liquidator (or equivalent under foreign law) of any Energia Group Entity is appointed;

• (xi) a court makes an order for the winding up of any Energia Group Entity;

• (xii) an administrator of any Energia Group Entity is appointed under sections 436A, 436B or 436C of the Corporations Act (or its equivalent under any foreign law);

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

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• (xiii) any Energia Group Entity executes a deed of company arrangement (or its equivalent under any foreign law);

• (xiv) a receiver or a receiver and manager (or their equivalents under any foreign law) is appointed in relation to the whole, or a substantial part, of the property of any Energia Group Entity; and

• (xv) any Energia Group Entity makes any change to its constitution or other constituent documents or a meeting being convened to consider a resolution to change a constitution or any other constituent document of any Energia Group Entity; and

• (g) ( Litigation ) between the Announcement Date and the end of the Offer Period (each inclusive), no litigation against any member of the Energia Group, which may reasonably result in a judgement of A$2.5 million or more, is commenced, threatened to be commenced, is announced, or is made known to Cauldron (whether or not becoming public), other than which is in the public domain as at the Announcement Date.

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

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GLOSSARY

The following defined terms are used in the Conditions of the Offer unless the contrary intention appears or the context requires otherwise:

Announcement Date means 18 March 2013, being the date of announcement of the Offer.

ASIC means Australian Securities and Investments Commission.

ASX means the ASX Limited or Australian Securities Exchange, as appropriate.

Business Day means a day on which banks are open for general banking business in Perth (not being a Saturday, Sunday or public holiday in that place).

Cauldron means Cauldron Energy Limited (ACN 102 912 783).

Corporations Act means the Corporations Act 2001 (Cth).

Energia means Energia Minerals Limited (ACN 078 510 988).

Energia Group means Energia and its Related Bodies Corporate.

Energia Group Entity means any member of the Energia Group.

Energia Options means and option to acquire an Energia Share.

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

Financial Arrangement means each:

• (a) financing agreement or instrument, money borrowing or raising arrangement or other financing arrangement, liability, encumbrance or other security, guarantee, indemnity or other credit support arrangement; or

• (b) derivative or treasury transaction, agreement or arrangement,

• (in each case regardless of form and including any similar arrangement).

Mining Interest means any and all mining interests that Energia has as at the Announcement Date.

Public Authority means any governmental, semi-governmental, administrative, fiscal, judicial or quasi-judicial body, department, commission, authority, tribunal, agency or entity.

Related Bodies Corporate has the meaning given to that term in the Corporations Act.

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

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Takeovers Panel means the Takeovers Panel established under section 171 of the Australian Securities and Investments Commission Act (Cth) 2001.

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