RETAIL OFFER BOOKLET‌‌‌ Cooper Energy Limited ACN 096 170 295

1-for-2 accelerated non-renounceable pro rata entitlement offer of fully paid ordinary shares at $0.315 per New Share

The Entitlement Offer is fully underwritten

The Retail Entitlement Offer closes at 5.00pm (Sydney time) on 21 April 2017.

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

This is an important document which is accompanied by a personalised Entitlement and Acceptance Form and both documents should be read in their entirety.

If you have any questions please contact your professional advisor or the Cooper Energy Shareholder Information Line on 1300 655 248 (within Australia) or +61 3 9415 4887 (outside Australia) from 8.30am to 5.00pm (Sydney time) Monday to Friday (excluding public holidays) during the Retail Entitlement Offer Period.

IMPORTANT NOTICES

This Retail Offer Booklet has been prepared by Cooper Energy Limited ABN 93 096 170 295 and is dated 31 March 2017. Capitalised terms in this section have the meaning given to them in this Retail Offer Booklet.

The Retail Entitlement Offer is made in accordance with section 708AA of the Corporations Act (as modified by ASIC Corporations (Non-Traditional Rights Issues) Instrument 2016/84). This Retail Offer Booklet does not contain all of the information which an investor may require to make an informed investment decision. The information in this Retail Offer Booklet does not constitute financial product advice and does not take into account your investment objectives, financial situation or particular needs.

This Retail Offer Booklet should be read in its entirety before you decide to participate in the Retail Entitlement Offer. This Retail Offer Booklet is not a prospectus or other disclosure document under the Corporations Act and has not been lodged with ASIC.

By returning an Entitlement and Acceptance Form or otherwise paying for your New Shares through BPay® in accordance with the instructions on the Entitlement and Acceptance Form, you acknowledge that you have read this Retail Offer Booklet and you have acted in accordance with and agree to the terms of the Retail Entitlement Offer detailed in this Retail Offer Booklet.

No overseas offering

This Retail Offer Booklet and the accompanying Entitlement and Acceptance Form do not constitute an offer or invitation in any place in which, or to any person to whom, it would not be lawful to make such an offer or invitation. In particular, this Retail Offer Booklet does not constitute an offer to Ineligible Retail Shareholders and may not be distributed in the United States and the New Shares may not be offered or sold, directly or indirectly, to persons in the United States.

This Retail Offer Booklet is not to be distributed in, and no offer of New Shares is to be made, in countries other than Australia and New Zealand.

No action has been taken to register or qualify the Retail Entitlement Offer, the Entitlements or the New Shares, or otherwise permit the public offering of the New Shares, in any jurisdiction other than Australia and New Zealand.

The distribution of this Retail Offer Booklet (including an electronic copy) outside Australia and New Zealand, is restricted by law. If you come into possession of the information in this booklet, you should observe such restrictions and should seek your own advice on such restrictions. Any non-compliance with these restrictions may contravene applicable securities laws.

Foreign exchange control restrictions or restrictions on remitting funds from your country to Australia may apply. Your Application for New Shares is subject to all requisite authorities and clearances being obtained for Cooper Energy to lawfully receive your Application Monies.

New Zealand

The New Shares are not being offered or sold to the public within New Zealand other than to existing shareholders of Cooper Energy with registered addresses in New Zealand to whom the offer of New Shares is being made in reliance on the transitional provisions of the Financial Markets Conduct Act 2013 (New Zealand) and the Financial Markets Conduct (Incidental Offers) Exemption Notice 2016 (New Zealand).

This document has been prepared in compliance with Australian law and has not been registered, filed with or approved by any New Zealand regulatory authority under the Financial Markets Conduct Act 2013 (New Zealand). This document is not an investment statement or prospectus under New Zealand law and is not required to, and may not, contain all the information that an investment statement or prospectus under New Zealand law is required to contain.

United States disclaimer

None of the information in this Retail Offer Booklet or the Entitlement and Acceptance Form that will accompany this booklet when it is despatched to Eligible Retail Shareholders constitutes an offer to sell, or the solicitation of an offer to buy, any securities in the United States. Neither this booklet (or any part of it), the accompanying ASX announcements nor the Entitlement and Acceptance Form when that is to be made available, may be released or distributed directly or indirectly, to persons in the United States.

The New Shares have not been, and will not be, registered under the U.S. Securities Act or the securities laws of any state or other jurisdiction of the United States. The Entitlements may not be taken up by persons in the United States or by persons (including nominees or custodians) who are acting for the account or benefit of a person in the United States, and the New Shares may not be offered, sold or resold in the United States or to, or for the account or benefit of, a person in the United States except in transactions exempt from, or not subject to, the registration requirements of the

  1. Securities Act and applicable securities laws of any state or other jurisdiction in the United States.

    Definitions and time

    Defined terms used in this Retail Offer Booklet are contained in Section 8. All references to time are to the time in Sydney (Australia), unless otherwise indicated.

    Foreign exchange

    All references to '$' are AUD unless otherwise noted.

    Taxation

    There will be tax implications associated with participating in the Retail Entitlement Offer and receiving New Shares. Section 7 provides for a general guide to the Australian income tax, GST and stamp duty implications of the Retail Entitlement Offer for Eligible Retail Shareholders. The guide does not take account of the individual circumstances of particular Eligible Retail Shareholders and does not constitute tax advice.

    Cooper Energy recommends that you consult your professional tax advisor in connection with the Retail Entitlement Offer.

    Privacy

    Cooper Energy collects information about each Applicant provided on an Entitlement and Acceptance Form for the purposes of processing the Application and, if the Application is successful, to administer the Applicant's shareholding in Cooper Energy.

    By submitting an Entitlement and Acceptance Form, you will be providing personal information to Cooper Energy (directly or through the Share Registry). Cooper Energy collects, holds and will use that information to assess your Application. Cooper Energy collects your personal information to process and administer your shareholding in Cooper Energy and to provide related services to you. Cooper Energy may disclose your personal information for purposes related to your shareholding in Cooper Energy, including to the Share Registry, Cooper Energy's related bodies corporate, agents, contractors and third party service providers, including mailing houses and professional advisors, and to ASX and regulatory bodies. You can obtain access to personal information that Cooper Energy holds about you. To make a request for access to your personal information held by (or on behalf of) Cooper Energy, please contact Cooper Energy through the Share Registry.

    Governing law

    This Retail Offer Booklet, the Retail Entitlement Offer and the contracts formed on acceptance of the Applications are governed by the law of South Australia, Australia.

    No representations

    No person is authorised to give any information or to make any representation in connection with the Retail Entitlement Offer which is not contained in this Retail Offer Booklet. Any information or representation in connection with the Retail Entitlement Offer not contained in the Retail Offer Booklet may not be relied upon as having been authorised by Cooper Energy or any of its officers.

    Past performance

    Investors should note that Cooper Energy's past performance, including past share price performance, cannot be relied upon as an indicator of (and provides no guidance as to) Cooper Energy's future performance including Cooper Energy's future financial position or share price performance.

    Future performance

    This Retail Offer Booklet contains certain forward- looking statements with respect to the financial condition, results of operations, projects and business of Cooper Energy and certain plans and objectives of the management of Cooper Energy. These forward- looking statements involve known and unknown risks, uncertainties and other factors which are subject to change without notice, and may involve significant elements of subjective judgement and assumptions as to future events which may or may not be correct.

    Forward-looking statements are provided as a general guide only and there can be no assurance that actual outcomes will not differ materially from these statements. Neither Cooper Energy, nor any other person, gives any representation, warranty, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statement will actually occur. In particular, such forward-looking statements are subject to significant uncertainties and contingencies, many of which are outside the control of Cooper Energy. A number of important factors could cause actual results or performance to differ materially from the forward looking statements. Applicants should consider the forward looking statements contained in this Retail Offer Booklet in light of those disclosures. Except as required by law or regulation (including ASX Listing Rules), Cooper Energy undertakes no obligation to provide any additional or updated information whether as a result of new information, future events or results or otherwise.

    Risks

    Refer to the Appendices section of the Investor Presentation included in Section 5 of this Retail Offer Booklet for a summary of general and specific risk factors that may affect Cooper Energy.

    Trading New Shares

    Cooper Energy will have no responsibility and disclaims all liability (to the maximum extent permitted by law) to persons who trade New Shares they believe will be issued to them before they receive their holding statements, whether on the basis of confirmation of the allocation provided by Cooper Energy or the Share Registry or otherwise, or who otherwise trade or purport to trade New Shares in error or which they do not hold or are not entitled to.

    If you are in any doubt, as to these matters you should first consult with your stockbroker, solicitor, accountant or other professional advisor.

    Contents
  2. Key dates for the Retail Entitlement Offer 4
  3. Letter from the Chairman 5
  4. Summary of options available to you 8
  5. How to apply 9
  6. ASX Announcement and Investor Presentation 17
  7. Additional information 69
  8. Australian taxation considerations 74
  9. Glossary 76

  10. 3

Cooper Energy Limited published this content on 31 March 2017 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 30 March 2017 22:39:02 UTC.

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