ACN. 000 317 251

MARKET RELEASE 22 December 2014

CAPITAL RAISINGS and MOU

The Directors of CuDeco Limited ("CuDeco") are pleased to announce that the company has entered into a Memorandum of Understanding (MOU) with CuDeco's largest shareholder, Hong Kong based, China Oceanwide International Investment Co. Ltd, ("Oceanwide") whereby Oceanwide intends to increase its shareholding in CuDeco up to 19.9% subject to receiving FIRB approval for this increase in shareholding. The total consideration for the purchase of the shares is up to $A 30,000,000.

CuDeco also advise that it has completed a Share Placement with an investment fund (Haitong- AC Asian Special Opportunities Master Fund) based in Hong Kong for the issue of 4,902,410 fully paid ordinary shares raising $6,152,525. The shares were issued.at $1.255 being 95% of the weighted average share price for CuDeco over the past ten trading days. The Fund is managed by Haitong International Securities Group Limited (Stock Code: 665.HK) a subsidiary of Haitong International Holdings Limited ("Haitong International Holdings"), a company incorporated in Hong Kong and wholly-owned by Haitong Securities Co., Ltd. ("Haitong Securities"). Haitong Securities is listed on the Shanghai Stock Exchange and the Stock Exchange of Hong Kong (Stock Code: 600837.SH; 6837.HK) and is one of the leading securities companies in China in terms of total assets and net asset. Haitong Securities provides comprehensive financial services for over

4.6 million retail clients as well as over 12,000 institutional and high net worth clients with more than 240 sales offices spreading across nearly 30 provinces in the country.

The Company has also negotiated a placement with international shipping, logistical and transportation Company for 2,433,830 fully paid ordinary shares at $1.30 to pay $3,163,979 for services provided in the transporting from China to Rocklands, the final major components of plant required for its Rockland's project.

Attached is an Appendix 3B to reflect the above placements. Yours faithfully

Bruno Bamonte

Company Secretary

Unit 34, Brickworks Annex,19 Brolga Avenue, SOUTHPORT 4215

Phone: +617 5503 1955 Facsimile: +617 5503 0288

Email: [email protected]

Appendix 3B New issue announcement

Appendix 3B

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

New issue announcement,

application for quotation of additional securities and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX's property and may be made public.

Introduced 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12,

04/03/13

Name of entity

CUDECO LIMITED

ABN

14 000 317 251

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

1 +Class of +securities issued or to be issued

Ordinary Shares

2 Number of +securities issued or to be issued (if known) or maximum number which may be issued

a. 4,902,410 ordinary shares b. 2,433,830 ordinary shares

3 Principal terms of the

+securities (e.g. if options, exercise price and expiry date; if

partly paid +securities, the amount outstanding and due dates for payment; if

+convertible securities, the conversion price and dates for conversion)

Ordinary fully paid shares

+ See chapter 19 for defined terms.

04/03/2013 Appendix 3B Page 1

Appendix 3B

New issue announcement

4 Do the +securities rank equally in all respects from the +issue date with an existing +class of quoted +securities?
If the additional +securities do not rank equally, please state:
 the date from which they do
 the extent to which they participate for the next
dividend, (in the case of a trust, distribution) or interest payment
 the extent to which they do not rank equally, other than
in relation to the next dividend, distribution or interest payment

Yes.

5 Issue price or consideration a. $6,152,525 ($1.255 per share)

b. $3,163,979 ($1.30 per share)

6 Purpose of the issue
(If issued as consideration for
the acquisition of assets, clearly identify those assets)

The shares are issued as a. Share Placement

b. Consideration for the transportation of

Plant from China.

6a Is the entity an +eligible entity No that has obtained security holder approval under rule 7.1A?

If Yes, complete sections 6b - 6h in relation to the +securities the subject of this Appendix 3B, and comply with section 6i

6b The date the security holder resolution under rule 7.1A was passed

6c Number of +securities issued without security holder approval under rule 7.1

6d Number of +securities issued with security holder approval under rule 7.1A

+ See chapter 19 for defined terms.

Appendix 3B Page 2 04/03/2013

6e Number of +securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting)
6f Number of +securities issued under an exception in rule 7.2
6g If +securities issued under rule
7.1A, was issue price at least 75%
of 15 day VWAP as calculated under rule 7.1A.3? Include the

+issue date and both values. Include the source of the VWAP calculation.

6h If +securities were issued under rule 7.1A for non‐cash consideration, state date on which valuation of consideration was released to ASX Market Announcements
6i Calculate the entity's remaining issue capacity under rule 7.1 and rule 7.1A - complete Annexure 1 and release to ASX Market Announcements
7 +Issue dates

Note: The issue date may be prescribed by ASX (refer to the definition of issue date in rule 19.12). For example, the issue date for a pro rata entitlement issue must comply with the applicable timetable in Appendix 7A.

Cross reference: item 33 of Appendix 3B.

Appendix 3B New issue announcement

a. 22 December 2014;

b. 19 December 2014

8 Number and +class of all
+securities quoted on ASX (including the +securities in section 2 if applicable)

+ See chapter 19 for defined terms.

04/03/2013 Appendix 3B Page 3

Appendix 3B

New issue announcement

9 Number and +class of all
+securities not quoted on ASX (including the +securities in section 2 if applicable)

10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)

There are no plans to pay dividends at this stage

Part 2 - Pro rata issue

11 Is security holder approval required?

12 Is the issue renounceable or non‐
renounceable?

13 Ratio in which the +securities will be offered

14 +Class of +securities to which the offer relates

15 +Record date to determine entitlements

16 Will holdings on different registers (or subregisters) be aggregated for calculating entitlements?

17 Policy for deciding entitlements in relation to fractions

18 Names of countries in which the entity has security holders who will not be sent new offer documents

Note: Security holders must be told how their entitlements are to be dealt with.

Cross reference: rule 7.7.

19 Closing date for receipt of acceptances or renunciations

+ See chapter 19 for defined terms.

Appendix 3B Page 4 04/03/2013

20 Names of any underwriters

21 Amount of any underwriting fee or commission

22 Names of any brokers to the issue

23 Fee or commission payable to the broker to the issue

24 Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of security holders

25 If the issue is contingent on security holders' approval, the date of the meeting

26 Date entitlement and acceptance form and offer documents will be sent to persons entitled

27 If the entity has issued options, and the terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders

28 Date rights trading will begin (if applicable)

29 Date rights trading will end (if applicable)

30 How do security holders sell their entitlements in full through a broker?

31 How do security holders sell part of their entitlements through a broker and accept for the balance?

+ See chapter 19 for defined terms.

Appendix 3B New issue announcement

04/03/2013 Appendix 3B Page 5

Appendix 3B

New issue announcement

32 How do security holders dispose of their entitlements (except by sale through a broker)?
33 +Issue date

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

34 Type of +securities
(tick one)
(a)  +Securities described in Part 1
(b) All other +securities

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid,

employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

35 If the +securities are +equity securities, the names of the 20 largest holders of the additional +securities, and the number and percentage of additional +securities
held by those holders
36 If the +securities are +equity securities, a distribution schedule of the additional

+securities setting out the number of holders in the categories

1 ‐ 1,000
1,001 ‐ 5,000
5,001 ‐ 10,000
10,001 ‐ 100,000
100,001 and over
37   A copy of any trust deed for the additional +securities

+ See chapter 19 for defined terms.

Appendix 3B Page 6 04/03/2013

Entities that have ticked box 34(b)

38 Number of +securities for which

+quotation is sought

39 +Class of +securities for which quotation is sought

40 Do the +securities rank equally in all respects from the +issue date with an existing +class of quoted

+securities?

If the additional +securities do not rank equally, please state:
 the date from which they do
 the extent to which they participate for the next
dividend, (in the case of a trust, distribution) or interest payment
 the extent to which they do not rank equally, other than in
relation to the next dividend, distribution or interest payment

41 Reason for request for quotation now

Example: In the case of restricted securities, end of restriction period

(if issued upon conversion of another +security, clearly identify that other +security)
42 Number and +class of all
+securities quoted on ASX (including the +securities in clause
38)

Appendix 3B New issue announcement

+ See chapter 19 for defined terms.

04/03/2013 Appendix 3B Page 7

Appendix 3B

New issue announcement

Quotation agreement

1 +Quotation of our additional +securities is in ASX's absolute discretion. ASX

may quote the +securities on any conditions it decides.

2 We warrant the following to ASX.

 The issue of the +securities to be quoted complies with the law and is not for an illegal purpose.

 There is no reason why those +securities should not be granted

+quotation.

 An offer of the +securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.

Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

 Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any +securities to be quoted and that no‐one has any right to return any +securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the +securities be quoted.

 If we are a trust, we warrant that no person has the right to return the

+securities to be quoted under section 1019B of the Corporations Act at the time that we request that the +securities be quoted.

3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.

4 We give ASX the information and documents required by this form. If any information or document is not available now, we will give it to ASX before

+quotation of the +securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

Sign here: Date: 22 December 2014 (Director/Company secretary)

Print name: Bruno Bamonte

+ See chapter 19 for defined terms.

Appendix 3B Page 8 04/03/2013