29 March 2016

Dear Shareholder,

Offer by Marenica Energy Limited to Participate in Share Purchase Plan

Marenica Energy Limited C/- AMRC Building 7 Conlon Street

Waterford WA 6152 www.marenicaenergy.com.au

On behalf of the Directors of Marenica Energy Limited ("Marenica" or "Company"), I am pleased to offer you the opportunity to subscribe for additional fully paid ordinary shares in Marenica through a Share Purchase Plan ("SPP"), free of all brokerage and commission costs, under the terms and conditions of Marenica's SPP enclosed with this offer.

The SPP is an offer to Marenica shareholders who were registered as holders of fully paid ordinary shares ("Shares") at 5.00pm (WST) on the record date of 9 February 2016 ("Record Date") and whose registered address is in Australia or New Zealand ("Eligible Shareholders"). Eligible Shareholders may apply for between $500 and

$15,000 worth of new fully paid ordinary shares ("New Shares") in the Company at an attractive price of $0.107 per New Share, free of brokerage and other related transaction costs ("Offer"). There is no minimum shareholding requirement to qualify for participation which gives smaller shareholders the opportunity to top up their holdings. The issue price per New Share of $0.107 represents a discount of 20% to the volume weighted average share price ("VWAP") of Marenica shares traded on the ASX in the 5 days on which sales of Marenica shares were recorded prior to the announcement of the SPP on 10 February 2016. The current intention is that Directors will take up their full entitlements in the SPP.

This capital raising has been made possible by the agreement between Marenica and Hanlong Energy Limited ("Hanlong") to revise the terms of the outstanding Hanlong Convertible Note as announced to ASX on 8 February 2016. Hanlong and Marenica have agreed to extend the term of the Convertible Note by 2 years and for a reduction in the conversion price to $0.58 per Share. In addition, Marenica now has the option on maturity to repay the Convertible Note in Shares (at the conversion price of $0.58 per Share) or in cash, in the event that Hanlong has not elected to convert the Convertible Note prior to maturity. These important changes in the Convertible Note removes the uncertainty at maturity and provides both current and future investors in Marenica with confidence the Convertible Note can be repaid by issuing a pre-determined number of new Marenica Shares. Under ASX Listing Rule 7.1, the change to the conversion price requires shareholder approval, which is being sought at a General Meeting of Shareholders. The Notice of Meeting for this General Meeting of Shareholders was lodged on ASX on 4 March 2016. The General Meeting is to be held on 5 April 2016, before the closing date of the SPP which has been set for 15 April 2016 ("Closing Date"). The timing of the General Meeting provides shareholders with certainty on the revised terms of the convertible note prior to the SPP closing date.

The SPP capital raising is intended to fund critical development activities during 2016 including:

• Completing significant bench scale testwork on third party ore;

• Strengthening patent protection of Marenica's core technology (U-pgradeTM);

• Confirming funding for the Pilot Plant;

• Negotiating long term commercialisation agreements with resource owners; and

• Building applications and demand for the U-pgradeTM technology outside of the traditional uranium resource owners.

As announced to ASX on 10 February 2016, the restructure of the Convertible Note terms and significant external confidence in the potential of Marenica's U-pgradeTM technology has enabled the Company to attract a group of sophisticated investors to underwrite the SPP to a sum of $400,000 ("the Underwriting"). The underwriters are entitled to an underwriting fee of 10% of the underwritten amount, payable in Shares at the same issue price as

the SPP. The Underwriting is subject to shareholder approval being sought at the General Meeting of Shareholders to be held on 5 April 2016.

The Underwriting provides Marenica with significant confidence in the Company's future prospects as well as certainty in relation to the funds to be raised in the SPP process. The underwriters are highly experienced resources industry investors and include people with extensive experience in managing and investing in uranium mining assets. Marenica appreciates their commitment.

The Directors see the following advantages for Eligible Shareholders in subscribing for New Shares under the SPP:

1. The issue price is at a 20% discount to the VWAP calculated over the last 5 days on which sales were recorded on the ASX before the SPP was announced on ASX.

2. Shareholders may 'top up' their holdings to a marketable parcel.

3. No brokerage or transaction costs are payable on New Shares.

The Offer is non-renounceable, in that you cannot transfer your right to buy New Shares under the SPP to another person. However, your participation under the SPP is optional and you may elect not to participate at all, by doing nothing.

The market price of shares may rise or fall between now and the date when the New Shares are issued in accordance with the SPP. If the market price of Marenica shares falls, the subscription price of the New Shares to be issued pursuant to this Offer may not be at a discount to the market price on the date of issue.

Each Eligible Shareholder may participate by completing a Share Purchase Plan Application Form and subscribing for one of the following offers of New Shares:

The Directors will consider placing additional Shares at the same issue price of the SPP to any Eligible Shareholders who wish to invest more than $15,000 to the extent permitted by the Corporations Act and the ASX Listing Rules or to Non-Qualifying Foreign Shareholders to the extent permitted by the laws of their country. These Shares would be issued outside the SPP under the Company's available ASX Listing Rule placement capacity. Shareholders are encouraged to contact the Company should they wish to participate in such a placement. Please refer to point 18 of the attached Terms and Conditions for contact details.

The Directors have resolved to seek to raise the maximum amount permissible under the ASX Listing Rules under the SPP, which is approximately $506,000 assuming no additional Shares are issued before the Closing Date. However, the Directors reserve the right to reject any applications in whole or in part. Marenica will return any application monies paid in relation to unsuccessful applications without interest.

To take up this Offer:

1. please read the enclosed Terms and Conditions of the SPP;

2. complete the enclosed personalised Share Purchase Plan Application Form specifying the number of New Shares you wish to apply for (up to a maximum value of $15,000 of New Shares) and the total subscription price for those New Shares; and

3. send the completed Share Purchase Plan Application Form in the reply paid envelope provided, with your cheque made payable to Marenica Energy Limited, and crossed 'Not Negotiable' to Marenica's share registry, Advanced Share Registry Services Pty Ltd at Advanced Share Registry Services Pty Ltd, PO Box 1156, Nedlands WA 6909, to be received no later than 5pm (WST) on the Closing Date of Friday, 15 April 2016 ("Closing Date").

Alternatively, you can use the BPay® facility as set out on the Share Purchase Plan Application Form. If you make a BPay® payment, you do not need to return the Application Form. Please note that New Zealand Shareholders having an Australian bank account can also use BPay®.

Applicants should be aware that their own financial institution may implement earlier cut off times with regards to electronic payments, and should therefore take this into consideration when making payment. You may also have your own limit on the amount that can be paid via BPay®. It is your responsibility to check that the amount you wish to pay via BPay® does not exceed your limit.

Shareholders are responsible for making sure that any BPay® payments are made in time to become cleared funds in the account before close of business on the Closing Date. Delays may be experienced such that a BPay® transfer on the Closing Date is unlikely to be cleared funds by close of business on the Closing Date of Friday, 15 April 2016.

You should note that Marenica may elect to close the offer at any time.

Key Dates

The timetable is indicative only and Marenica may, at its discretion, vary any of the dates except for the Record Date and the Opening Date.

Please contact the Company's share registry, Advanced Share Registry Services Pty Ltd, between 8.30am and 5.00pm (WST), Monday to Friday on (08) 9389 8033 or the Company on (08) 6555 1816 or via e-mail at [email protected] if you have any queries in relation to this Offer or how to accept it.

I also encourage you to visit our website at www.marenicaenergy.com.au and sign up for our email news to keep up to date with our progress.

Yours faithfully

Douglas Buerger Chairman

SHARE PURCHASE PLAN TERMS AND CONDITIONS

These terms and conditions are the Terms and Conditions of the Marenica Energy Limited ACN 001 666 600 ("Company") 2016 Share Purchase Plan ("SPP") (as contemplated by Regulatory Guide 125 of the Australian Securities & Investments Commission and Class Order 09/425) and are binding on any Eligible Shareholder completing a Share Purchase Plan Application Form ("Application Form") attached hereto.

1. PURPOSE

   
   

   The purpose of the SPP is to offer Eligible Shareholders of Marenica the opportunity to acquire additional fully paid ordinary shares ("New Shares") in the capital of the Company up to a maximum of $15,000 (when combined with any fully paid ordinary shares issued under any share purchase plan in the 12 months preceding the date of the SPP) at an issue price of $0.107 per New Share representing a 20% discount to the VWAP calculated over the last 5 days on which sales were recorded on the ASX before the SPP was announced on ASX ("the Offer").

   
   

   This Offer is not a prospectus and does not require the types of disclosures required under the Corporations Act. You must rely on your own knowledge of the Company, previous disclosures made by the Company to ASX, and, if necessary, consult your professional advisor when deciding whether or not to accept the Offer and participate in the SPP.

   
   

2. OPENING AND CLOSING DATE OF THE OFFER

   
   

   The Offer opens on Tuesday, 29 March 2016. The Offer closes at 5.00pm WST on Friday, 15 April 2016. The Directors of the Company reserve the right to change the closing date of the Offer.

   
   

3. SHAREHOLDERS ELIGIBLE TO PARTICIPATE

   
   

   Holders of fully paid ordinary shares that are registered as at 5.00pm (WST) on the Record Date, 9 February 2016, with an address in Australia or New Zealand are Eligible Shareholders and may participate in the SPP.

   
   

   Due to foreign securities laws, the Company has determined that it is not practical for Shareholders resident in other countries to be offered the opportunity to participate in the SPP.

   
   

   Participation in the SPP is optional and is subject to these terms and conditions. You may refuse the Offer.

   
   

   Offers made under the SPP are non-renounceable (i.e. Eligible Shareholders may not transfer their rights to apply for New Shares under the SPP to another person).

   
   

   The maximum amount which any Shareholder may subscribe for under a share purchase plan in any consecutive 12-month period is $15,000. The Directors may also determine in their discretion the minimum amount for participation and the period the Offer is available to Eligible Shareholders.

   
   

4. ISSUE PRICE OF THE NEW SHARES

The issue price for each New Share under the Offer is $0.107. As required by ASIC Regulatory Guide 125, it is confirmed that the issue price is less than the market price for the Company's fully paid ordinary shares on 26 February 2016.

As required by ASX Listing Rule 7.2 Exception 15, the issue price represents at least 80% of the volume weighted average price for the 5 days in which trading in the Company's shares occurred.

The price represents a 20% discount to the Company's volume weighted average share price for the 5 days traded prior to the day of announcement of the Offer on Wednesday, 10 February 2016.

Subscription under the SPP is a speculative investment and the market price may change between the dates you apply for New Shares and the issue date of the New Shares to you. Accordingly, the value of New Shares applied for may rise or fall.