Nexus Energy : McGrathNicol Announcement

31 October 2014

ASX ANNOUNCEMENT Nexus Energy Limited (Subject to Deed of Company Arrangement) (ASX: NXS) (Nexus)

Further to the Deed Administrators' announcement on 20 October 2014, we provide the following update:

Explanatory Statement and Reports

In our previous announcement (20 October 2014) we advised that on 17 October 2014 the Deed Administrators had filed an application for relief under section 444GA of the Corporations Act 2001 (Cth) (Act) in the Supreme Court of New South Wales (Court Application). The relief sought in the Court Application is to satisfy a condition precedent under the deed of company arrangement executed on
22 August 2014 (DOCA) and is necessary to permit the proposed transfer of all of the issued shares in
Nexus to SGH Energy (No 2) Pty Ltd (SGH No 2) provided under clause 7.5 of the DOCA.
The return date for the Court Application is 31 October 2014 at 10am in the Supreme Court of New South Wales (Court) before Justice Black. At the return date the Deed Administrators will seek a final hearing date and a timetable for the preparation of the matter for final hearing.
To assist Nexus shareholders in:

 understanding the DOCA and how it affects Nexus shareholders; and

 deciding whether they wish to take any action in relation to the DOCA, including in respect of the

Court Application,
Nexus has prepared an explanatory statement, which is attached to this announcement (Explanatory Statement). The Explanatory Statement includes an independent expert's report prepared by Lonergan Edwards & Associates, which is an independent assessment of the value of the Nexus shares currently on issue, and a technical specialist's report prepared by Gaffney, Cline & Associates (together, the Reports).
The Explanatory Statement and the Reports are being released to all Nexus stakeholders (including Nexus shareholders, ASIC and SGH No 2) concurrently.
Any Nexus shareholder or other interested party who would like to receive a hard copy of the Explanatory
Statement (including the Reports) should contact Penny Bundell of McGrathNicol on [phone].

Further updates

The Deed Administrators will release an ASX announcement setting out the orders made by the Court on

31 October 2014, including any date for final hearing and timetable for the preparation of the matter for final hearing.

Funding Facility and DOCA - Conditions Precedent

The term of the $165 million Facility (as described in the ASX announcement dated 3 October 2014) has been extended to 14 November 2014. An amendment fee of $2 million is payable and capitalised on
31 October 2014.
The date for satisfaction of the DOCA conditions precedent has been extended to 14 November 2014 by agreement between the Deed Administrators and SGH No 2, in accordance with clause 4.3 of the DOCA.

Media inquiries to Nicholas Owens, Director, Sefiani Communications Group, ph. [phone], mobile [phone], email mailto:[e-mail].

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Explanatory Statement and Reports

Due to website file size limitation a copy of the explanatory statement and reports (independent expert's report prepared by Lonergan Edwards & Associates and technical specialist's report prepared by Gaffney, Cline & Associatesi accompanying this announcement can be viewed on-line at www.asx.com.au or www.mcgrathnicol.com.

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