Cooper Energy : Acquisition of Orbost Gas Processing Plant - Amended

Cooper Energy Limited | ABN 93 096 170 295

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ASX Announcement / Media Release

20 June 2022

NOT FOR RELEASE OR DISTRIBUTION IN THE UNITED STATES OR TO U.S. PERSONS

Acquisition of the Orbost Gas Processing Plant, $244 million equity raise and $400 million underwritten debt facility

• Transformational earnings and cash flow accretive acquisition that adds strategic value
• Enhanced operating capabilities
• • integrating upstream and midstream operations in the Gippsland Basin
  • complementary to the Offshore Otway and Athena Gas Plant
• Strengthens domestic South-east Australia gas portfolio
• • integrated across the full production chain
  • customer supply can be optimised from two strategic ideally located hubs
• Strengthens the balance sheet and improves funding and liquidity

Cooper Energy Ltd ("Cooper Energy" or the "Company") (ASX:COE) has entered into a binding agreement to acquire the Orbost Gas Processing Plant from APA Orbost Gas Plant Pty Ltd, an entity controlled by APA Group ("APA") (the "Acquisition").

Cooper Energy will also undertake a fully underwritten $244 million equity offering comprising a $84 million placement to institutional investors and a 2-for-5 accelerated, non-renounceable entitlement offer to raise a total of $160 million (the "Equity Raising") underwritten by Canaccord Genuity, Euroz Hartleys and RBC Capital Markets (the "Underwriters").

Additionally, Cooper Energy announces a new, fully underwritten $400 million revolving corporate debt facility and $20 million working capital facility which will refinance the existing syndicated debt facility, conditional on completion of the Acquisition and other customary conditions. Completion of the sale under the Asset Sale Agreement is not conditional or reliant on the new debt facility. Financial close of the new debt facility is expected by 31 July 2022.

Acquisition overview

Cooper Energy will acquire the Orbost Gas Processing Plant for between $270-330 million, structured as:

• a fixed payment of $210 million due at financial close of the Acquisition
• a fixed deferred payment of $40 million due 12 months after financial close of the Acquisition
• a fixed deferred payment of $20 million due 24 months after financial close of the Acquisition
• a variable deferred performance payment ranging from $0-20 million due 24 months after financial close of the Acquisition

Approved and authorised by David Maxwell, Managing Director, Cooper Energy Limited Level 8, 70 Franklin Street, Adelaide 5000; www.cooperenergy.com.au

For personal use only

ASX Announcement / Media Release

• a variable deferred performance payment ranging from $0-40 million due 36 months after financial close of the Acquisition

APA will remain the operator of the plant in the period between the financial close date and the date on which the Major Hazard Facilities Licence has been transferred from APA to Cooper Energy ("Operations Services Period"). The variable deferred payments will be determined based on the average daily production rate achieved during the Operations Services Period.

Following the Acquisition, Cooper Energy will operate three gas fields and two gas plants supplying domestic gas into the highly attractive South-east Australia gas market.

David Maxwell, Cooper Energy's Managing Director, said:

"Cooper Energy's acquisition of the Orbost Gas Processing Plant is transformative for the company. It accelerates our strategic position in the Gippsland Basin and strengthens our end-to-end capability to produce, process and deliver gas to our high-quality domestic customers and the spot market. The Acquisition represents the next step in Cooper Energy's twin gas supply hub position and is underpinned by attractive market dynamics through the tightening South-east Australia gas supply.

Ownership of the Orbost Gas Processing Plant provides Cooper Energy with complete control of integrated operations in the Gippsland Basin and this provides a platform for future development opportunities in the region. The Acquisition is accretive to earnings and cashflow. The company's funding and liquidity position is further strengthened by the immediate cashflow uplift from owning the plant coupled with an enlarged debt facility.

We look forward to welcoming the employees and integrating the plant into our portfolio, maintaining a laser focus on safely delivering gas to the Australian domestic market, growing production and maintaining our industry leading net zero carbon position1."

About the Orbost Gas Processing Plant

The Orbost Gas Processing Plant is ~14 kms from Orbost, Victoria and in close proximity to both Cooper Energy's offshore Gippsland Basin assets2 and connection into the South-east Australian gas market. APA acquired the plant in 2017 from Cooper Energy and commenced a redevelopment program in preparation for processing Sole gas. Processed gas is delivered into the South-east Australia gas market via a nearby pipeline connection into the Eastern Gas Pipeline.

The plant has demonstrated an ability to deliver processing at average rates of around 55 TJ/day3 following recent upgrade works undertaken during March and April 2022. Cooper Energy is focused on further improving plant performance.

1. Refers to Cooper Energy's carbon neutral position with respect to Scope-1,Scope-2 and controllable Scope-3 emissions
   2 The Sole gas field lies approximately 45km offshore from Orbost
   3 OGPP achieved an average processing rate of 55.7 TJ/day in May 2022 (calculated over the period 1 May 2022 to

1. May 2022) and this incorporates the impact of lower processing output during absorber cleaning periods

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ASX Announcement / Media Release

conjunction with this announcement, including a summary of the termination events included in the underwriting agreement.

New debt facility

Cooper Energy has executed binding commitment letters with a group of domestic and international relationship banks for a new $400 million revolving corporate debt facility and $20 million working capital facility with a maturity date of 30 September 2027. The new debt facility will provide a significant uplift to the existing facility limit of approximately $200 million. There will be an ability to increase the limit by a further $120 million (increase to facility limit is uncommitted and subject to lender approval). Financial close under the new debt facility is subject to completion of the Acquisition, as well as customary conditions precedent for a facility of this nature and is expected to occur by 31 July 2022.

Completion of the Acquisition is not reliant on the new debt facility and completion of the Acquisition is expected prior to the new debt facility reaching financial close.

Details of the entitlement offer

The entitlement offer is available to all registered shareholders who hold shares in Cooper Energy on the record date (defined below) with a registered address in Australia, New Zealand, or certain other foreign jurisdictions determined by the Directors of Cooper Energy as described in the investor presentation released to the ASX at the same time as this announcement ("Investor Presentation").

Under the retail entitlement offer, eligible retail shareholders will be able to subscribe for 2 New Shares for every 5 existing Cooper Energy shares held as at the record date being 7.00pm AEST on Thursday, 23 June 2022.

The entitlement offer comprises the following components:

• Institutional Entitlement Offer - Eligible institutional shareholders are invited to take up all or part of their entitlement under the institutional component of the entitlement offer.
  The Institutional Entitlement Offer will open today and is expected to close at 4:00pm AEST on Tuesday, 21 June 2022. Institutional entitlements not taken up, along with entitlements of ineligible institutional shareholders, will be sold under an institutional shortfall bookbuild.
• Retail Entitlement Offer - Eligible retail shareholders will be allotted their entitlements under the Retail Entitlement Offer which can be taken up in whole or in part, or in whole with the ability to subscribe for additional New Shares in excess of their entitlement, to be allocated in the top-up facility.
  The Retail Entitlement Offer will open on Tuesday, 28 June 2022. The Retail Entitlement Offer will be conducted at the same Offer Price and ratio as under the Institutional Entitlement Offer.
  A retail offer booklet containing information in respect of the Retail Entitlement Offer ("Retail Offer Booklet") will be lodged with ASX on Tuesday, 28 June 2022. Eligible retail shareholders who have nominated to receive documents from Cooper Energy electronically will receive access via email on Tuesday, 28 June 2022 to a copy of a Retail Offer Booklet and a personalised entitlement and acceptance form. Eligible retail shareholders who have not elected to receive electronic communications will be posted a letter on Tuesday, 28 June 2022 detailing how to access the Retail Offer Booklet and their personalised entitlement and acceptance form. Entitlements to subscribe for New Shares under the Entitlement Offer cannot be traded.

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