Nuenergy Gas : Completion of acquisition of Dart Energy (Indonesia) Holdings Pte Ltd

About this update from Nuenergy Gas Limited

Microsoft Word - SPA Completion - 22-11-15 FINAL 12am ABN 50 009 126 238 ASX ANNOUNCEMENT 23 rd November 2015 Completion of the acquisition of Dart Energy (Indonesia) Holdings Pte Ltd We refer to our announcement dated 20 May 2015 in relation to the signing of the conditional Share Purchase Agreement ('SPA') with Dart Energy International Limited ('the Vendor') on 20 May 2015 to acquire 100% of the issued share capital of Dart Energy (Indonesia) Holdings Pte Ltd ('DEIH'). We wish to inform that all the conditions precedent have been met and the balance of the purchase consideration of US$500,000 has been paid to the Vendor on 20 November 2015. In this regard, the Proposed Acquisition has been completed on 20 November 2015. We wish to highlight that the exploration period for the Tanjung Enim PSC was extended for an additional period of 4 years from 4 August 2015 to 3 August 2019. The unaudited pro‐forma financial effect of the acquisition on the consolidated statement of financial position of NuEnergy Gas Limited ('NGY') group of companies ('NGY Group') as at 31 October 2015 is shown in Appendix 1. The latest available resource estimates of DEIH's Production Sharing Contacts were last published in the 2013 Annual Report ( http://www.asx.com.au/asxp df/20131024/pdf/42k928 8w2tzyv7.pdf) of Dart Energy Limited (the holding company of the Vendor, ASX:DTE, delisted 21 October 2014) which were prepared by an independent competent person in the oil and gas industry, with Netherland Sewell and Associates Inc. ('NSAI'). NGY is currently seeking NSAI's permission to republish the said DEIH's resource estimates. NGY will announce DEIH's resource estimates in accordance with Chapter 5 of the ASX Listing Rules, once NSAI's consent has been obtained. The Chairman of NGY, Kok Keong Kong, commented: 'This is a significant moment for NGY and we look forward to exciting times ahead as we integrate and build on our South Sumatra assets to develop a large scale coal bed methane ('CBM') supply which is unprecedented.' 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] https://twitter.com/NuEnergyLtd www.nuenergygas.com 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 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 CBM opportunities. Shareholder Enquiries NuEnergy Gas Limited Tel: (61) 2 9199 5522 www.NuEnergygas.com APPENDIX 1 Notes: Pro‐forma consolidation adjustments arising on acquisition of DEIH based on DEIH Group's unaudited management accounts as at 31 October 2015 and payment of the purchase consideration. The pro‐forma gain on bargain purchase on acquisition of DEIH of A$23.3 million above was based on the excess of the unaudited net assets of DEIH Group as at 31 October 2015, over NGY's purchase consideration of DEIH of US$1.0 million. Due to time constraints, the fair value of DEIH Group's net identifiable assets on 20 November 2015, being the date of acquisition, has yet to be determined. For the purposes of illustrating the effect of acquisition, the fair value of the net identifiable assets of DEIH Group has been assumed to be equivalent to the purchase consideration of DEIH. Hence, adjustments are made to reduce the pro‐forma gain on bargain purchase to Nil with a corresponding reduction to Exploration and Evaluation Asset and Inventories. Subject to the completion of an ongoing fair value assessment and purchase price allocation exercise, where the fair values of the identifiable assets and liabilities will be determined, a gain on bargain purchase or goodwill on acquisition may materialise. NGY has 12 months to conduct this fair value assessment and purchase price allocation from the date of acquisition of DEIH. The A$:US$ exchange rate as at 31 October 2015 used to translate the pro‐forma unaudited net assets of NGY & DEIH Groups and the consideration paid was US$0.714:A$1.00. distributed by

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