6 February 2014

EXTENSION OF CLOSING DATE FOR TAKEOVER OFFER FOR ENERGIA MINERALS

Australian resources company, Cauldron Energy Limited (ASX: CXU) ("Cauldron" or "the Company") has today resolved to vary its offer for all of the fully paid ordinary shares in Energia Minerals Limited ("Energia") (ASX: EMX) ("Offer") by extending the period of the Offer so that the Offer now ends at 5.00pm (WST/Perth time) on 1 May 2014 (unless withdrawn).

The Offer is currently a conditional offer of one (1) Cauldron share for every eight (8) Energia shares held.

Attached to this announcement is:

a) a formal Notice of Variation of the Takeover Offer; and

b) A Supplementary Bidder's Statement relating to the above changes to the Offer.

End.

For further information, visit www.cauldronenergy.com.au or contact:

Simon Youds David Tasker

Cauldron Energy Limited Professional Public Relations

Ph: (08) 9380 9555 Ph: (08) 9388 0944

32 Harrogate Street, West Leederville WA 6007 Ph: (+618) 6181 9796 Fax: (+618) 9380 9666

PO Box 1385, West Leederville WA 6901 Web: www.cauldronenergy.com.au

ABN 22 102 912 783

32 Harrogate Street, West

Leederville WA 6007

PO Box 1385, West

Leederville WA 6901

ASX code: CXU

178,062,092 shares

7,300,000 unlisted options

Board of Directors

Tony Sage

Executive Chairman

Brett Smith

Executive Director

Qiu Derong

Non-executive Director

Catherine Grant

Company Secretary

NOTICE OF VARIATION OF OFFER PURSUANT TO SECTION 650D OF THE CORPORATIONS ACT

Cauldron gives notice under Section 650D of the Corporations Act 2001 (Cth) (Act) that it varies the offer to acquire all of the issued fully paid ordinary shares in Energia, as set out in the bidder's statement dated 2 May 2013 as supplemented (Bidder's Statement) (Offer) by extending the Offer Period set out in the "Key Dates" Section and Part A Item 3 of Section 1 of the Bidder's Statement (and wherever else it appears in the Bidder's Statement) so that the Offer Period now ends at 5.00pm (WST/Perth time) on 1 May 2014 (unless withdrawn). There will be no further extension of the Offer Period.
As this variation results in Cauldron varying the Offer in a way that postpones for more than 1 month the time when Cauldron has to meet its obligations under the Offer, each person to whom Cauldron has made an Offer and who has accepted the Offer has the right to withdraw their acceptance within 1 month beginning on the day after the day on which a copy of this notice of variation is received in accordance with Section 650E of the Act.
Any notice by an Energia shareholder withdrawing its acceptance of the Offer under Section
650E of the Act must:
a) if the shares are in a CHESS Holding, be in the form of a Valid Originating Message transmitted to ASX Settlement by the Controlling Participant for that CHESS Holding, specifying the number of shares to be released from the Offer Accepted Subposition in which the relevant shares have been reserved; or
b) in any other case, be in writing and delivered to Cauldron.
If an Energia shareholder withdraws an acceptance in this manner, Cauldron must, before the end of 14 days after the day it is given the withdrawal notice:
a) return to the shareholder any documents that were sent to Cauldron for the acceptance; and
b) if the shares are in a CHESS Holding, transmit to ASX Settlement a Valid Message that authorises the release of those shares from the Offer Accepted Subposition in which the CHESS Holding has been reserved.
In order to assist with the processing of withdrawals, the withdrawal notice should identify the full name(s) of the withdrawing shareholder, provide the Energia Shareholders' Security Reference Number (SRN) or Holder Identification Number (HIN) (if applicable) and be signed in the same manner as the Energia Shareholder signed the Acceptance Form.
Pursuant to section 630(2) of the Act, the new date for giving notice under section 630 of the
Act of the status of the defeating conditions set out in section 1.13 of the Bidder's Statement is
24 April 2014.

On 17 January 2014, Energia announced it was undertaking a pro rata non-renounceable rights issue to its shareholders on the basis of one (1) new fully paid ordinary share for every two (2) ordinary shares at an issue price of $0.022 per share (Entitlement Offer).
Both the Entitlement Offer and the issue of shares pursuant to Energia's placement of shares
in October 2013 are in breach of the prescribed occurrences condition set out in clause
1.10(a)(vi)(E) of Annexure A of the Bidder's Statement and therefore Cauldron has the right to not proceed with the Offer.
Despite the breaches, Cauldron currently intends to proceed with the Offer but reserves its rights to not proceed with the Offer as a result of the breaches of the prescribed occurrences condition. Cauldron has not declared the Offer free from any conditions but reserves its right to do so.
Unless the context requires, all references in the Bidder's Statement to the Offer Period (and the Closing Date) are varied accordingly.
At the date the first Offer was made, Cauldron and its associates had no relevant interest in Energia Shares. As far as Cauldron is aware, as at the date of this Notice of Variation, Cauldron and its associates have a relevant interest in approximately 0.18% of the Energia Shares.
Unless the context requires otherwise words defined in the ASX Settlement Operating Rules have the same meaning when used in this notice.

Dated: 6 February 2014

Approved by a unanimous resolution passed by the directors of Cauldron Energy

Limited.

Director

Cauldron Energy Limited

A copy of this notice was lodged with the Australian Securities and Investments Commission on 6
February 2014. Neither the ASIC nor any of its officers takes any responsibility for the contents of this notice.

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CAULDRON ENERGY LIMITED ABN 22 102 912 783

SECOND SUPPLEMENTARY BIDDER'S STATEMENT

by Cauldron Energy Limited (ABN 22 102 912 783) in respect of the Offer to acquire all of the ordinary shares in Energia Minerals Limited (ABN 63 078 510 988).

1. INTRODUCTION

This document is a supplementary bidder's statement (Second Supplementary Bidder's Statement) made under section 643 of the Corporations Act 2001 (Cth) (Corporations Act) and is supplementary to the bidder's statement dated and lodged with the Australian Securities and Investments Commission (ASIC) on 2 May 2013 (Original Bidder's Statement) and the first supplementary bidder's statement dated and lodged with ASIC on 26 July 2013 (First Supplementary Bidder's Statement), each issued by Cauldron Energy Limited (ACN 102 912 783) (Cauldron) in relation to its off- market takeover offer for all of the fully paid ordinary shares in the capital of Energia Minerals Limited (ACN 078 510 988) (Energia) (Offer).
This Second Supplementary Bidder's Statement was lodged with ASIC on 6 February
2014. Neither ASIC nor its any of its officers takes any responsibility for the contents of
this Second Supplementary Bidder's Statement.
This Second Supplementary Bidder's Statement must be read together with the Original Bidder's Statement and the First Supplementary Bidder's Statement. If there is a conflict between the Original Bidder's Statement, the First Supplementary Bidder's Statement and this Second Supplementary Bidder's Statement, this Second Supplementary Bidder's Statement will prevail. Unless the context otherwise requires, terms defined in the Original Bidder's Statement have the same meaning in this Second Supplementary Bidder's Statement.
This Second Supplementary Bidder's Statement must be read together with the Original Bidder's Statement and the First Supplementary Bidder's Statement. If there is a conflict between the Original Bidder's Statement, the First Supplementary Bidder's Statement and this Second Supplementary Bidder's Statement, this Second Supplementary Bidder's Statement will prevail. Terms defined in the Original Bidder's Statement have the same meaning in this Second Supplementary Bidder's Statement.
Please consult your legal, financial or other professional adviser if you do not fully
understand the contents of this Second Supplementary Bidder's Statement.
A copy of this Second Supplementary Bidder's Statement will be available on the
Company's website (www.cauldronenergy.com.au).

2. PLACEMENT OF SHARES AND OPTIONS

As a result of the issue of shares by Cauldron since the date of the First Supplementary Bidder's Statement, a revised capital structure of Cauldron is set out in table 1 below. Please see Cauldron's ASX announcements for further information as to these share issues.

Notes

1. As previously announced, Cauldron has entered into short term converting loan agreements with two of its major shareholders, Cape Lambert Resources Limited (Cape Lambert) and Mr Qiu Derong (together, the Converting Loan Agreements). Cape Lambert and Mr Qiu Derong have each lent Cauldron $200,000 (for a total of $400,000) which may be converted into Cauldron shares at a conversion rate of $0.13 per share with an interest rate of 10%. Based on the repayment date of 28 February 2014 and the interest payable at 10%, a total of 3,139,305

Cauldron shares may be issued which are not provided for in the above table.

2. Assuming a 100% acceptance of the Takeover Offer.

3. At its Annual General Meeting held on 22 November 2013, Cauldron obtained approval from its shareholders to issue a maximum of 5,000,000 options to employees and consultants. These options have not yet been issued and are not provided for in the above table.

3. ANNOUNCEMENT OF NON-RENOUNCEABLE RIGHTS ISSUE BY ENERGIA

3.1 Effect on Offer Conditions

On 17 January 2014, Energia announced it was undertaking a pro rata non-renounceable rights issue to its shareholders on the basis of one (1) new fully paid ordinary share for every two (2) ordinary shares at an issue price of $0.022 per share (Entitlement Offer).
Both the Entitlement Offer and the issue of shares pursuant to Energia's placement of shares in October 2013 are in breach of the prescribed occurrences condition set out in clause 1.10(a)(vi)(E) of Annexure A of the Bidder's Statement and therefore Cauldron has the right to not proceed with the Offer.
Despite the breaches, Cauldron currently intends to proceed with the Offer but reserves its rights to not proceed with the Offer as a result of the breaches of the prescribed occurrences condition. Cauldron has not declared the Offer free from any conditions but reserves its right to do so.

3.2 Effect on Offer

Subject to the Terms of the Offer contained in Annexure A of the Bidder's Statement, the Offer does not extend to Energia Shares issued following the Record Date. The Offer extends only to Energia Shares that were on issue on 3 May 2013; Energia Shares issued pursuant to the conversion of, or exercise of rights conferred by Energia Options that were on issue as at 3 May 2013; and any person who, during the Offer Period,

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becomes registered, or is entitled to be registered as the holder of Energia Shares that were on issue as at 3 May 2013.

4. EXTENSION OF OFFER PERIOD

On 6 February 2014, Cauldron gave notice that it had varied the Offer by extending the Offer Period so that the Offer now ends at 5.00pm (WST/Perth time) on 1 May 2014(unless withdrawn). There will be no further extension.

5. ACCEPT CAULDRON'S OFFER

Cauldron encourages you to consider all information that has either been sent to you previously or is included in this Second Supplementary Bidder's Statement, and to ACCEPT Cauldron's Offer.
If you have any queries about the Offer or require assistance with your acceptance, please contact your financial advisor or call Cauldron on (08) 9380 9555 (callers in Australia) or +618 9380 9555 (callers outside Australia).

6. APPROVAL OF THE SECOND SUPPLEMENTARY BIDDER'S STATEMENT

This Second Supplementary Bidder's Statement is dated 6 February 2014 and was approved pursuant to a unanimous resolution passed at a meeting of the directors of Cauldron.
Signed for and on behalf of

Cauldron Energy Limited

Mr Brett Smith

Director

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