ASX Announcement

11 December 2017

AWE receives acquisition proposal from Mineral Resources

AWE Limited (ASX: AWE) ("AWE") received a proposal from Mineral Resources Limited (ASX: MIN) ("MRL") after the close of trading on Friday 8 December 2017 for a scrip acquisition at $0.80 per share (structured as one new MRL share for each 22.325 AWE shares held), to be effected via a scheme of arrangement. MRL states that its proposal is not conditional on due diligence.

The AWE Board will evaluate the MRL proposal and the proposed takeover offer from China Energy Reserve and Chemical Group Australia ("CERCG Australia"), and provide shareholders with a recommendation in due course. Until that recommendation is provided shareholders should take no action in relation to the MRL proposal or the proposed offer from CERCG Australia.

The AWE Board will keep shareholders and the market informed of any further developments.

AWE has appointed UBS AG, Australia Branch, and Highbury Partnership as financial advisors and Allens as legal advisor.

For further information please contact:

David Biggs

Matthew Sullivan

CEO and Managing Director Phone: +61 2 8912 8000

Investor Relations and Corporate Affairs Phone: +61 2 8912 8022

Matthew.sullivan@awexplore.com

AWE LIMITED LEVEL 16, 40 MOUNT STREET NORTH SYDNEY NSW 2060 AUSTRALIA

P +61 2 8912 8000 F +61 2 9460 0176 Eawe@awexplore.com ABN 70 077 897 440 www.awexplore.com

Mineral Resources Limited published this content on 11 December 2017 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 10 December 2017 23:42:04 UTC.

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