NuEnergy Capital Limited

ABN 50 009 126 238

ASX ANNOUNCEMENT

30 November 2015

NUENERGY GAS LIMITED (ASX:NGY)

PARTIALLY UNDERWRITTEN NON-RENOUCEABLE ENTITLEMENT OFFER TO RAISE

$10 MILLION FOR EXPLORATION AND APPRAISER ACTIVITIES

Key Highlights:

• Non-renounceable Entitlement Offer partially underwritten by existing directors, Kee Yong Wah and Goh Tian Chuan and Darulnas (M) Sdn Bhd, a company controlled by Kong Kok Keong, Chairman of NuEnergy Gas Limited, to raise $10 million.

  
  

• Funding raised for exploration and appraiser activities including resources migration and reserves certification.

  
  

• Offer Document lodged with ASX today. Entitlement Offer opens from 9 December 2015 until 18 December 2015 for Eligible Shareholders

The Board of NuEnergy Gas Limited (ASX: NGY) ('NGY') is pleased to announce a partially underwritten non-renounceable Entitlement Offer of one (1) new share for every 1.88 shares held on the Record Date of 4 December 2015 will be made to Eligible Shareholders of NGY at the issue price of $0.025 (2.5 cents) per share, to raise $10 million before transaction costs.

The Entitlement Offer is partially underwritten (being up to 178,276 616 New Shares or approximately up to 45% of the Entitlement Offer ('Amount Underwritten')) by existing directors, Kee Yong Wah and Goh Tian Chuan and Darulnas (M) Sdn Bhd, a company controlled by Kong Kok Keong, Chairman of NGY. The underwriting parties will be paid underwriting fees of 3% of the value of the Amount Underwritten. The Amount Underwritten excludes the entitlements of NGY's 2 largest shareholders, who have each advised the Company that they will be taking up their entitlements in full.

This Entitlement Offer includes a Shortfall Share Offer that enables Eligible Shareholders (other than Related Parties of the Company) who take up their full Entitlement to apply for shares in-excess of their pro-rata entitlement.

The Company has today released an Offer Document for the Entitlement Offer outlining the full details of the Entitlement Offer. The closing date for acceptance of entitlements is intended to be 5.00 pm Sydney time on 18 December 2015.

Sources and Uses of funds

Funds raised by the Entitlement Offer will be used to as follows:

Sources of funds	$m
Cash on hand	2.45
Total funds raised from Entitlement Offer	10.00
Total funds available	12.45
Use of funds
Exploration, appraiser activities and incidental costs (including resources migration /reserves certification)	8.44
Working capital	3.70
Estimated costs of Entitlement Offer	0.31
Total use of funds	12.45

Corporate Office

Suite 2001, Level 20 Australia Square

264 George Street, SYDNEY 2000 AUSTRALIA

T: (+612) 9199 5522

F: (+612) 9247 8966

E: [email protected] www.nuenergygas.com

Indicative Entitlement Offer Timetable

The key dates are indicative only and the Company reserves the right to vary them subject to the requirements of the ASX Listing Rules.

Event	Date
Lodgement of Offer Document with ASX	30 November 2015
Notice of entitlement to Shareholders	1 December 2015
'Ex' date for securities trading	2 December 2015
Record date	4 December 2015
Despatch of Offer Document with acceptance form and ASX announcement	9 December 2015
Last day to extend the Entitlement Offer closing date	15 December 2015
Close of Entitlement Offer (5 pm)	18 December 2015
Trading commences on a deferred settlement basis	21 December 2015
Notify of shortfall	23 December 2015
Issue of New Shares under the Entitlement Offer and deferred settlement trading ends.	29 December 2015
Trading of New Share commences	30 December 2015

Further Information

The Offer Document outlining the details of the Entitlement Offer will be mailed to each Eligible Shareholder on 9 December 2015. The Entitlement Offer is made in reliance on Section 708AA of the Corporations Act 2001 (Cth) as modified by ASIC Class Order [CO 08/35]. The Offer Document is lodged with Australian Securities Exchange (ASX) on 30 November 2015. Under the Entitlement Offer, only Eligible Shareholders with a registered address in Australia or New Zealand are eligible to participate

Each Eligible Shareholder's entitlement will be set out in a personalised Entitlement and Acceptance Form that will accompany the Offer Document. Eligible Shareholders are encouraged to read and consider the documentation sent to them carefully, and seek independent and professional financial advice. As the Entitlement Offer is non-renounceable, Eligible Shareholders will not be able to sell or otherwise transfer their entitlements.

An Appendix 3B for the Entitlement Offer is attached.

About NGY

NGY is an emerging ASX listed gas and ancillary power generation development company with an immediate focus on establishing unconventional gas production in Indonesia. NGY has a strategy to acquire, explore, appraise and develop Coal Bed Methane ('CBM') acreage in this region. It is listed on the Australian Securities Exchange (ASX: NGY) with offices in Sydney (Australia) and Jakarta (Indonesia).

The Company's overall strategy is to explore and establish commercial resources/reserves over its CBM projects, construct production facilities and commence production as soon as possible.

The Company is led by a team of experienced executives with a track record of successfully identifying and developing projects around the world. This team is complemented by the skills of our Indonesian partners to maximise the value of the company's coal bed methane opportunities.

The Board of NGY encourages all Eligible Shareholders to participate in the Entitlement Offer. Sincerely,

Kong Kok Keong

Chairman

For further information please contact:

Shareholder Enquiries NuEnergy Gas Limited Tel: (61) 2 9199 5522

Email: [email protected] www.nuenergygas.com

U.S. Persons Disclaimer

The shares to be offered under the Entitlement Offer ('Shares') have not been, and will not be, registered under the United States Securities Act of 1933, as amended ('Securities Act') or the securities laws of any state or other jurisdiction of the United States. This ASX release does not constitute an offer to sell, or the solicitation of an offer to buy, any securities in the United States, or to any person that is or is acting for the account or benefit of any U.S. person as defined in Regulation S under the Securities Act ('U.S. Person'). The Shares may not be taken up by a U.S. Person, and may not be offered, sold or resold in the United States or to, or for the account or benefit of, a U.S. Person, except in a transaction exempt from, or not subject to, the registration requirements of the Securities Act and applicable securities laws of any state or other jurisdiction in the United States.

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

Appendix 3B New issue announcement

Appendix 3B

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

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, 04/03/13

Name of entity

NUENERGY GAS LIMITED

ABN

50 009 126 238

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).

FULLY PAID - ORDINARY SHARES

1 +Class of +securities issued or to be issued

400,000,000

1. Number of +securities issued or to be issued (if known) or maximum number which may be issued

   
   

   N/A

2. Principal terms of the

   +securities (e.g. 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)

   
   

   + See chapter 19 for defined terms.

   
   

   04/03/2013 Appendix 3B Page 1

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   Appendix 3B

   New issue announcement

   
   

   
   

   YES

3. Do the +securities rank equally in all respects from the +issue date with an existing +class of 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

     
     

     $0.025

4. Issue price or consideration

   
   

   PURSUANT TO A PARTIALLY UNDERWRITTEN NON-RENOUCEABLE ENTITLEMENT OFFER ANNOUNCED ON 30 NOVEMBER 2015

5. Purpose of the issue

(If issued as consideration for the acquisition of assets, clearly identify those assets)

YES

6a Is the entity an +eligible entity that 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

25 NOVEMBER 2015

6b The date the security holder resolution under rule 7.1A was passed

NIL

6c Number of +securities issued without security holder approval under rule 7.1

NIL

6d Number of +securities issued with security holder approval under rule 7.1A

+ See chapter 19 for defined terms.

Appendix 3B Page 2 04/03/2013

152632_1762435_1

NIL

6e Number of +securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting)

Appendix 3B New issue announcement

NIL

6f Number of +securities issued under an exception in rule 7.2

NIL

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.

NIL

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

SEE ANNEXURE 1

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

29 DECEMBER 2015

7 +Issue dates

Note: The issue date may be prescribed by ASX (refer to the definition of issue date in rule 19.12). For example, the issue date for a pro rata entitlement issue must comply with the applicable timetable in Appendix 7A.

Cross reference: item 33 of Appendix 3B.

Number	+Class
1,151,687,364	FULLY PAID-UP ORDINARY SHARES

8 Number and +class of all

+securities quoted on ASX (including the +securities in section 2 if applicable)

+ See chapter 19 for defined terms.

04/03/2013 Appendix 3B Page 3

Appendix 3B

New issue announcement

Number	+Class
NIL

1. Number and +class of all

   +securities not quoted on ASX (including the +securities in section 2 if applicable)

   
   

   NIL

2. Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)

   
   

   Part 2 - Pro rata issue

   
   

   NO

3. Is security holder approval required?

   
   

   NON-RENOUCEABLE

4. Is the issue renounceable or non- renounceable?

   
   

   One (1) new share for every 1.88 shares held

5. Ratio in which the +securities will be offered

FULLY PAID- ORDINARY SHARES

14 +Class of +securities to which the offer relates

4 DECEMBER 2015

15 +Record date to determine entitlements

NO, ALL HOLDNGS ARE IN ONE REGISTER

1. Will holdings on different registers (or subregisters) be aggregated for calculating entitlements?

   
   

   FRACTIONAL ENTITLEMENTS WILL BE ROUNDED UP TO THE NEARST WHOLE NUMBER OF SHARES

2. Policy for deciding entitlements in relation to fractions

   
   

   CHINA, MALAYSIA, CAYMAN

   INDONESIA, SINGAPORE, USA,

   ISLAND,

   UNITED

   KINGDOM, HONG KONG

3. Names of countries in which the entity has security holders who will not be sent new offer documents

   Note: Security holders must be told how their entitlements are to be dealt with.

   Cross reference: rule 7.7.

   
   

   18 DECEMBER 2015

4. Closing date for receipt of acceptances or renunciations

   
   

   + See chapter 19 for defined terms.

   
   

   Appendix 3B Page 4 04/03/2013

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5. Names of any underwriters

   Appendix 3B New issue announcement

   
   

   TIAN CHUAN GOH YONG WAH KEE

   DARULNAS (M) SDN BHD

   3% OF THE VALUE OF THE AMOUNT UNDERWRITTEN

6. Amount of any underwriting fee or commission

   
   

   N/A

7. Names of any brokers to the issue

   
   

   N/A

8. Fee or commission payable to the broker to the issue

   
   

   N/A

9. Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of security holders

   
   

   N/A

10. If the issue is contingent on security holders' approval, the date of the meeting

    
    

    9 DECEMBER 2015

11. Date entitlement and acceptance form and offer documents will be sent to persons entitled

    
    

    N/A

12. If the entity has issued options, and the terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders

    
    

    N/A

13. Date rights trading will begin (if applicable)

    
    

    N/A

14. Date rights trading will end (if applicable)

    
    

    N/A

15. How do security holders sell their entitlements in full through a broker?

    
    

    N/A

16. How do security holders sell part of their entitlements through a broker and accept for the balance?

    
    

    + See chapter 19 for defined terms.

    
    

    04/03/2013 Appendix 3B Page 5

    Appendix 3B

    New issue announcement

    
    

    
    

    N/A

17. How do security holders dispose of their entitlements (except by sale through a broker)?

29 DECEMBER 2015

33 +Issue date

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

100,001 and over

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

+ See chapter 19 for defined terms.

Appendix 3B Page 6 04/03/2013

Entities that have ticked box 34(b)

38 Number of +securities for which

+quotation is sought

39 +Class of +securities for which quotation is sought

1. Do the +securities rank equally in all respects from the +issue date with an existing +class of 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

     
     

2. Reason for request for quotation now

   Example: In the case of restricted securities, end of restriction period

   
   

   (if issued upon conversion of another +security, clearly identify that other +security)

   
   

   Number	+Class

3. Number and +class of all

+securities quoted on ASX (including the +securities in clause 38)

Appendix 3B New issue announcement

+ See chapter 19 for defined terms.

04/03/2013 Appendix 3B Page 7

Appendix 3B

New issue announcement

Quotation agreement

1 +Quotation of our additional +securities is in ASX's absolute discretion. ASX may quote the +securities on any conditions it decides.

1. 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.

     
     

2. 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.

   
   

3. We give ASX the information and documents required by this form. If any information or document is not available now, we 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:	............................................................ (Director/Company secretary)	Date: 30/11/2015
Print name:	Poh Wan Lee

+ See chapter 19 for defined terms.

Appendix 3B Page 8 04/03/2013

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 Amended 04/03/13

Part 1

Rule 7.1 - Issues exceeding 15% of capital
Step 1: Calculate 'A', the base figure from which the placement capacity is calculated
Insert number of fully paid +ordinary securities on issue 12 months before the +issue date or date of agreement to issue	418,354,031 on 30 November 2014
Add the 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	333,333,333 Placement in December 2014
Subtract the number of fully paid +ordinary securities cancelled during that 12 month period	0
'A'	751,687,364

+ 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	112,753,104
Step 3: Calculate 'C', the amount of placement capacity under rule 7.1 that has already been used
Insert number 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	0
'C'	0
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	112,753,104
Subtract 'C' Note: number must be same as shown in Step 3	0
Total ['A' x 0.15] - 'C'	112,753,104 [Note: this is the remaining placement capacity under rule 7.1]

+ See chapter 19 for defined terms.

Appendix 3B Page 10 04/03/2013

Part 2

Appendix 3B New issue announcement

Rule 7.1A - Additional placement capacity for eligible entities
Step 1: Calculate 'A', the base figure from which the placement capacity is calculated
'A' Note: number must be same as shown in Step 1 of Part 1	751,687,364
Step 2: Calculate 10% of 'A'
'D'	0.10 Note: this value cannot be changed
Multiply 'A' by 0.10	75,168,736
Step 3: Calculate 'E', the amount of placement capacity under rule 7.1A that has already been used
Insert number of +equity securities issued or agreed to be issued in that 12 month period under rule 7.1A Notes: This applies to equity securities - not just ordinary securities Include here - if applicable - the securities the subject of the Appendix 3B to which this form is annexed Do not include equity securities issued under rule 7.1 (they must be dealt with in Part 1), or for which specific security holder approval has been obtained It may be useful to set out issues of securities on different dates as separate line items	0
'E'	0

+ See chapter 19 for defined terms.

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Appendix 3B

New issue announcement

Step 4: Subtract 'E' from ['A' x 'D'] to calculate remaining placement capacity under rule 7.1A
'A' x 0.10 Note: number must be same as shown in Step 2	76,168,736
Subtract 'E' Note: number must be same as shown in Step 3	0
Total ['A' x 0.10] - 'E'	76,168,736 Note: this is the remaining placement capacity under rule 7.1A

+ See chapter 19 for defined terms.

Appendix 3B Page 12 04/03/2013