NUENERGY GAS LIMITED

ACN 009 126 238

(NuEnergy or Company)

OFFER DOCUMENT

Non-Renounceable Pro-Rata Entitlement Offer

1 New Share for every 1.88 Shares held at an issue price of $0.025 (2.5c) to raise approximately $10.0 million

The Entitlement Offer is partially underwritten

The Entitlement Offer closes at 5pm (AEDT) on 18 December 2015

This is an important document. Please consider it carefully and contact your professional adviser if you have any queries. This document is not a prospectus and does not contain all of the information that a prospective investor would find in a prospectus or which may be required to make a decision regarding an application for New Shares offered by this document.

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS

CONTENTS

Table of contents

CORPORATE DIRECTORY 3

CHAIRMAN'S LETTER 9

SECTION 1 - KEY DATES 10

SECTION 2 - KEY OFFER DETAILS 11

SECTION 3 - RISKS 19

SECTION 4 - USE OF FUNDS & ASX RELEASES 26

SECTION 5 - PRO-FORMA 27

SECTION 6 - HOW TO APPLY 29

SECTION 7 - GLOSSARY OF TERMS 33

CORPORATE DIRECTORY

IMPORTANT INFORMATION

This Offer Document and enclosed personalised Entitlement and Acceptance Form have been prepared by the Company. The information in this document is dated 30 November 2015 (other than the ASX Releases and Section 5 - Pro-forma of this offer Document).

No party other than the Company has authorised or caused the issue of the information in this document, or takes any responsibility for, or makes, any statements, representations or undertakings about the information in this document.

You should read the information in this document carefully and in its entirety before deciding whether to invest in New Shares. In particular, you should consider the risk factors outlined in Section 3. You should also consider the Company's other periodic and continuous disclosure announcements, annual reports and full year statutory accounts, current and historical share price, and any other Company announcements. This information may be obtained from sources including the Company's website at: www.nuenergygas.com or the ASX website at www.asx.com.au.

Eligible Shareholders

The information in this Offer Document has been prepared in accordance with section 708AA of the Corporations Act, as modified by ASIC Class Order 08/35.

Eligible Shareholders are those holders of Shares who:

• are registered as a holder of Shares as at 7pm (AEDT) on 4 December 2015 (Record Date);

  
  

• have a registered address in Australia or New Zealand;

  
  

• are not in the United States and are neither a U.S. Person nor acting for the account or benefit of a U.S. Person; and

  
  

• are eligible under all applicable securities laws to receive this Offer Document.

No cooling off rights

There are no cooling off rights to an investment in New Shares. You cannot withdraw your Application once it has been accepted.

No Entitlements trading

Entitlements are non-renounceable and cannot be traded on the ASX or any other exchange, nor can they be privately transferred.

Quotation and trading of New Shares

The Company has applied for the grant by ASX of official quotation of the New Shares. It is expected that normal trading of the New Shares will commence on 30 December 2015. The Company disclaims all liability (to the maximum extent permitted by law) to persons who trade New Shares before the New Shares are listed on the Official List of ASX or receiving their confirmation of issue, whether on the basis of confirmation of the allocation provided by the Company or the Share Registry.