CUE ENERGY RESOURCES LIMITED — M&A Activity 2015

Feb 11, 2015

BELL POTTER

ASX Market Announcements Office 20 Bridge Street Sydney, New South Wales, 2000

For Immediate Release to the Market

On-market takeover bid by NZOG Offshore Limited for Cue Energy Resources Limited ABN 45 066 383 971.

Unconditional cash Offer

Bell Potter Securities Limited ABN 25 006 390 772 (Bell Potter) announces that it will, on behalf of NZOG Offshore Limited (Bidder), during the Offer Period (as defined below), offer pursuant to section 635 of the Corporations Act 2001 (Corporations Act) to acquire on market all of the fully paid ordinary shares in Cue Energy Resources Limited (Cue) that exist or will exist during the Offer Period (as defined below) and are not already owned by the Bidder (Cue Shares) (Offer).

The Offer will be made at a price of A\$0.10 per Cue Share (Offer Price).

The Offer is unconditional and payment of the Offer Price will be by way of cash.

Offer Period

In accordance with the Corporations Act, the Offer will formally be made during the period commencing on 27 February 2015 and ending at the end of trading (approximately 4.12pm, Sydney time) on 27 March 2015 (Offer Period). The Offer Period may be extended by the Bidder in accordance with the Corporations Act.

Acquisitions from announcement of unconditional cash Offer

Bell Potter will stand in the market on behalf of the Bidder and accept all Cue Shares offered to it at the Offer Price from the time and date of this announcement to the end of the Offer Period (unless the Offers are withdrawn in accordance with the Corporations Act). Consequently, the Bidder may acquire Cue Shares prior to the formal commencement of the Offer Period.

Payment for Cue Shares

As the Offer will be an on-market offer, accepting Cue Shareholders may only accept the Offer through brokers who are members of ASX.

Payment for Cue Shares will be made on a $T + 3$ basis in accordance with the usual rules for settlement of transactions which occur on market through ASX.

Any brokerage charged by brokers acting for holders of Cue Shares will be the sole responsibility of the Cue Shareholders. The Bidder will bear its own costs and expenses including any brokerage on acquisition of Cue Shares on market.

Bidder's Statement

In accordance with section 635 of the Corporations Act, a Bidder's Statement will today be served on Cue. Copies of the Bidder's Statement will also be sent to ASX and lodged with ASIC. A copy of the Bidder's Statement will also be sent to the holders of Cue Shares before commencement of the Offer Period.

Variation of Offer Price

The Bidder has indicated in its Bidder's Statement that it will not increase the Offer Price for each Share above A\$0.10 per Share during the Offer Period in the absence of a competing proposal. However, to the extent that the Offer Price is to be increased, the Offer Price may be increased in accordance with the Corporations Act.

Withdrawal of Offers

The Bidder reserves the right to withdraw unaccepted Offers in the limited circumstances permitted by, and in accordance, with Part 6.7 of the Corporations Act, at any time before the end of the Offer Period.

Acquisitions before Offer Period

From the time and date of this announcement until the end of trading (approximately 4.12pm, Sydney time) on the trading day before the commencement of the Offer Period, the Bidder will accept at the Offer Price all Cue Shares offered to it (up to a maximum of 558,565,588 Cue Shares, being all of the Cue Shares not already owned by the Bidder).

Cue Shares

Immediately prior to the making of this announcement:

• as far as the Bidder is aware, there are 698,119,720 Cue Shares on issue;
• the Bidder has a relevant interest in 139,554,132 Cue Shares; and
• the Bidder has voting power in Cue of approximately 19.99% $\bullet$

Signed for and on behalf of Bell Potter Securities Limited

Alastair Provan Managing Director