UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

June 26, 2014 (June 20, 2014)

MAGNUM HUNTER RESOURCES CORPORATION

(Exact Name of Registrant as Specified in its Charter)

777 Post Oak Boulevard, Suite 650

Houston, Texas 77056

(Address of principal executive offices, including zip code)

(832) 369-6986

(Registrant’s telephone number, including area code)

Not applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:

o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01                                           Entry into a Material Definitive Agreement.

The information set forth under Item 8.01 is incorporated by reference in this Item 1.01.

Item 3.02                                           Unregistered Sales of Equity Securities.

The information set forth under Item 8.01 is incorporated by reference in this Item 3.02.

Item 8.01.                                        Other Events.

On June 20, 2014, Magnum Hunter Resources Corporation (the “Company”), through its wholly owned subsidiary, Outback Shale Hunter Pty Ltd, an Australian company, lodged a Bidder’s Statement with the Australian Securities and Investments Commission to commence its previously announced off-market takeover offer (the “Offer”) for Ambassador Oil and Gas Limited, an Australian company listed on the Australian Securities Exchange (“ASX”) (ASX: AQO) (“Ambassador”).  Pursuant to the Offer, the Company is offering one share of Company common stock, par value $0.01 per share, for every 23.6 ordinary (or common) shares of Ambassador.  Based on the closing price of the Company’s common stock on the New York Stock Exchange of $8.21 on June 18, 2014 (and the Australian dollar/U.S. dollar exchange rate on that date), which was the latest practicable date before the date of the Bidder’s Statement, the implied value under the Offer was A$0.373 per Ambassador ordinary share.  If the Company acquires all of the Ambassador ordinary shares under the Offer, and if all of the Ambassador shareholders elect to receive shares of Company common stock, the Company will issue approximately 6.019 million shares of its common stock at an aggregate implied value of approximately $49.7 million based on the closing price of the Company’s common stock on the New York Stock Exchange of $8.25 on June 25, 2014.

The Company is relying on an exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), provided by Rule 802 thereunder in connection with the offer and issuance of the Company’s common stock pursuant to the Offer, as the Offer satisfies the conditions of Rule 802.

The opening date of the Offer was June 23, 2014 and, unless extended by the Company, the closing date of the Offer is July 23, 2014.  The Offer is unconditional and, therefore, all acceptances of the Offer by Ambassador shareholders must be accepted by the Company. Under the Offer, Ambassador shareholders may elect to receive Company common stock or to participate in a share sale facility (the “Sale Facility”).  Under the Sale Facility, shares of Company common stock otherwise issuable pursuant to the Offer to Ambassador shareholders who elect to participate in the Sale Facility will be aggregated and sold on behalf of such shareholders by an international brokerage firm on a best endeavors basis.  The international brokerage firm will offer and sell the Company common stock only outside of the United States to non-U.S. persons in compliance with Regulation S under the Securities Act.

The foregoing summary of the Offer does not purport to be complete and is qualified in its entirety by reference to the full text of the Bidder’s Statement, a copy of which is filed as Exhibit 99.1 to this Current Report on Form 8-K by reference.

Notice to U.S. Shareholders of Ambassador. The Offer described in this report is for the securities of a non-U.S. company. The Offer is subject to disclosure requirements of a country that are different from those of the United States. Some of the financial statements included in the Bidder’s Statement have been prepared in accordance with foreign accounting standards that may not be comparable to the financial statements of U.S. companies.  You should be aware that the offeror may purchase securities otherwise than under the Offer, such as in open market or privately negotiated purchases.

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Item 9.01                                           Financial Statements and Exhibits.

(d)                             Exhibits

CAUTIONARY NOTICE REGARDING FORWARD-LOOKING STATEMENTS

This current report on Form 8-K includes “forward-looking statements” as defined in Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements other than statements of historical facts included or incorporated herein may constitute forward-looking statements. Actual results could vary significantly from those expressed or implied in such statements and are subject to a number of risks and uncertainties. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we can give no assurance that such expectations will prove to be correct. The forward-looking statements involve risks and uncertainties that affect operations, financial performance, and other factors as discussed in this current report and other filings made by us with the SEC. Among the factors that could cause results to differ materially are those risks discussed in this and other reports filed by us with the SEC. You are urged to carefully review and consider the cautionary statements and other disclosures made in this and those filings, specifically those under the heading “Risk Factors.” Forward-looking statements speak only as of the date of the document in which they are contained, and we do not undertake any duty to update any forward-looking statements except as may be required by law.

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SIGNATURES

In accordance with the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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INDEX TO EXHIBITS

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Exhibit 99.1

TABLE OF CONTENTS

Notice to U.S. Shareholders. The Offer described in this Bidder’s Statement is for the securities of a non-U.S. company. The Offer is subject to disclosure requirements of a country that are different from those of the United States. Some of the financial statements included in this Bidder’s Statement have been prepared in accordance with foreign accounting standards that may not be comparable to the financial statements of U.S. companies. You should be aware that Magnum Hunter may purchase securities otherwise than under the Offer, such as in open market or privately negotiated purchases.

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Corporate Directory

OUTBACK SHALE HUNTER PTY LTD

c/o Norton Rose Fulbright Australia

Level 18

Grosvenor Place

225 George Street

Sydney NSW 2000

Australia

DIRECTORS OF OUTBACK SHALE HUNTER

Gary C. Evans

Jeff Swanson

Barry J. Casson

COMPANY SECRETARY OF OUTBACK SHALE HUNTER

Barry J. Casson

MAGNUM HUNTER RESOURCES CORPORATION

777 Post Oak Blvd., Suite 650
Houston, Texas, USA 77056

DIRECTORS OF MAGNUM HUNTER

Gary C. Evans (Chairman and Chief Executive Officer)

J. Raleigh Bailes

Victor Carrillo

Rocky L. Duckworth

Stephen C. Hurley

Joe L. McClaugherty

Jeff Swanson

AUDITORS OF MAGNUM HUNTER GROUP

BDO USA, LLP

700 N. Pearl Street

Dallas, Texas, USA 75201

AUSTRALIAN LEGAL ADVISER IN RELATION TO THE OFFER

Norton Rose Fulbright Australia

Level 18

Grosvenor Place

225 George Street

Sydney NSW 2000

Australia

US LEGAL ADVISER IN RELATION TO THE OFFER

Bracewell & Giuliani LLP

711 Louisiana Street

Suite 2300

Houston, Texas USA 77002-2770

OFFER REGISTRY

Link Market Services Limited

Level 12, 680 George Street

Sydney NSW 2000

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1                                        Important Information

1.1                              Important Dates

1.2                              Important Contacts

Offer Registry

Link Market Services Limited

Level 12, 680 George Street

Sydney NSW 2000

Australia

1.3                              Role of ASIC

This Bidder’s Statement is dated 20 June 2014 and is given by Outback Shale Hunter (a wholly owned subsidiary of Magnum Hunter) to Ambassador under Part 6.5 of the Corporations Act.  It was lodged with ASIC on the same date.  ASIC takes no responsibility for the content of this Bidder’s Statement.

1.4                              Investment Decisions

This Bidder’s Statement does not take into account your individual investment objectives, financial situation or particular needs.  You may wish to obtain professional investment, financial and taxation advice before deciding whether or not to accept the Offer.

If you are in any doubt about the contents of this document you should consult your stockbroker, bank manager, solicitor, accountant or other financial or professional adviser.

It should be remembered that the price of securities and the income from them can go down as well as up.

1.5                              Available Information on Magnum Hunter

Magnum Hunter regularly publishes information relevant to stockholders on its website www.magnumhunterresources.com. Additionally, Magnum Hunter is subject to the information reporting requirements of the US securities laws. Magnum Hunter files reports, proxy statements and other information with the SEC. Such information is available free of charge at www.sec.gov.

This Bidder’s Statement may not contain all of the information that may be important to you. Before deciding whether or not to accept the Offer, you should carefully read this Bidder’s Statement together with Magnum Hunter’s Annual Report on Form 10-K for the year ended 31 December 2013, its Quarterly Report on Form 10-Q for the quarter ended 31 March 2014, and its Current Reports on Form 8-K that have been filed since the filing of Magnum Hunter’s Form 10-K on 25 February 2014.

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1.6                              SEC and New York Stock Exchange Matters

After the Bidder’s Statement is lodged with ASIC, Magnum Hunter will file a copy of the Bidder’s Statement with the SEC and post a copy of the SEC filing on Magnum Hunter’s website (www.magnumhunterresources.com). It is expected that a copy of this Bidder’s Statement will be posted to Ambassador Shareholders forthwith.  Following the date of this Bidder’s Statement, Magnum Hunter will make an application to the NYSE for the Consideration Stock to be listed on the NYSE. If granted, the approval of the NYSE for the listing of the Consideration Stock is not to be taken as an indication of the merits of the Offer, Magnum Hunter or its Subsidiaries (including Outback Shale Hunter) or the Consideration Stock. None of the SEC, the NYSE nor any regulatory information service shall assume any responsibility for the correctness of any of the statements made, reports contained/referred to, or opinions expressed in this Bidder’s Statement.

1.7                              Responsibility for Information in this Bidder’s Statement

Outback Shale Hunter is responsible for the contents of the Bidder’s Statement.

The information set out in this Bidder’s Statement in relation to Ambassador has been prepared by Magnum Hunter and Outback Shale Hunter using publicly available information, which has not been independently verified.  Accordingly, Magnum Hunter and Outback Shale Hunter do not, subject to the Corporations Act, make any representations or warranties, express or implied, as to the accuracy or completeness of such information.

To the extent that it incorporates or reflects information on Ambassador, the information on the merged Magnum Hunter and Ambassador group in this Bidder’s Statement has been prepared by Magnum Hunter and Outback Shale Hunter using publicly available information.  Accordingly, information on the merged Magnum Hunter and Ambassador group is subject to the foregoing disclaimer to that extent.

Further information relating to Ambassador’s business will be included in the Target’s Statement.

1.8                              Historical Financial Information

The historical financial information in Section 9 of this Bidder’s Statement has been prepared and presented in accordance with US GAAP and is presented in US dollars.

1.9                              Reserve Information

The estimates of Magnum Hunter’s oil and natural gas reserves included in this Bidder’s Statement are based on many assumptions that may turn out to be inaccurate. Reserve estimates are inherently imprecise and remain subject to revisions based on production history, results of additional exploration and development, prices of oil and natural gas and other factors. Any significant inaccuracies in these reserve estimates or underlying assumptions may materially affect the quantities and present value of Magnum Hunter’s estimated reserves. Please refer to Section 8 for further information on this and other risks associated with an investment in Magnum Hunter. All references to reserves should be read in conjunction with the Independent Engineer Reserve Report for the year ended 31 December 2013 prepared by CG&A filed as Exhibit 99.1 to Magnum Hunter’s 2013 Annual Report on Form 10-K filed with the SEC on 25 February 2014.

The technical persons responsible for preparing Magnum Hunter’s proved reserves estimates meet the requirements with regard to qualifications, independence, objectivity and confidentiality set forth in the Standards Pertaining to the Estimating and Auditing of Oil and Gas Reserves Information promulgated by the Society of Petroleum Engineers and have sufficient experience that is relevant to Magnum Hunter’s reserves to qualify as a Reserves and Resources Evaluator as defined in the ASX Listing Rules. All of Magnum Hunter’s reserve estimates are reviewed and approved by Magnum Hunter’s vice president of reservoir

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engineering. Reserve estimates for each of Magnum Hunter’s divisions are also reviewed and approved by the president of that division. Information of a scientific or technical nature in relation to Magnum Hunter in this Bidder’s Statement was prepared in accordance with the Standards Pertaining to the Estimating and Auditing of Oil and Gas Reserves Information promulgated by the Society of Petroleum Engineers, SPE-PRMS and the Guidelines for Application of the Petroleum Resources Management System (November 2011 edition).

Information of a scientific or technical nature in this Bidder’s Statement in respect of Ambassador has been extracted without material adjustment from information which Ambassador has publicly stated has been verified by and prepared by Mr Guistino Guglielmo BEng (mech) MSPE FIEAust,  in accordance with the Standards Pertaining to the Estimating and Auditing of Oil and Gas Reserves Information promulgated by the Society of Petroleum Engineers and SPE-PRMS and the Guidelines for Application of the Petroleum Resources Management System (November 2011 edition). See Ambassador’s Quarterly Report ASX release dated 28 April 2014 for detailed information relating to PEL 570, including all material assumptions and technical parameters underpinning such resource estimates.

1.10                       Forward Looking Statements

This Bidder’s Statement contains forward looking statements which are not based solely on historical facts but are based on current expectations about future events and results. These forward looking statements are subject to inherent risks and uncertainties. Such risks and uncertainties include factors and risks specific to the industries in which the Magnum Hunter Group and Ambassador operate, as well as general economic conditions, prevailing exchange rates and interest rates, conditions in financial markets, government policies and regulation, competitive pressures and changes in technology. Actual events or results may differ materially from the expectations expressed or implied in such forward looking statements.

None of Outback Shale Hunter, the other members of the Magnum Hunter Group or their respective directors, officers, employees or advisers makes any representation or warranty (express or implied) as to the accuracy or likelihood of fulfillment of any forward looking statement, or any events or results expressed or implied in any forward looking statement, except to the extent required by law.

Outback Shale Hunter has no intention to update or revise forward looking statements or to publish prospective financial information in the future, regardless of whether new information, future events or any other factors affect the information contained in this Bidder’s Statement, except to the extent required by law.

Accordingly, you are cautioned about relying on forward looking statements contained in this Bidder’s Statement.

1.11                       Foreign Shareholders

The distribution of this Bidder’s Statement in jurisdictions outside Australia may be restricted by law and persons who come into possession of this Bidder’s Statement should seek advice on and observe any such restrictions. Any failure to comply with such restrictions may constitute a violation of applicable securities laws.

This Bidder’s Statement does not constitute an Offer to acquire Ambassador Shares from any Ambassador Shareholder in any jurisdiction in which to do so would be illegal. Where any holder is acting as a nominee for a foreign person, that holder, in dealing with its beneficiary, will need to assess whether indirect participation by the beneficiary in the Offer is permitted by applicable foreign laws.

In particular, the Consideration Stock will not be registered under the US Securities Act and may not be re-offered or re-sold in the United States unless the Consideration Stock is registered under the US Securities Act, or an exemption from the registration requirements of the US Securities Act is available.

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This Bidder’s Statement has been prepared having regard to Australian disclosure requirements. These disclosure requirements may be different from those in other countries. If you are not an Australian resident taxpayer or are liable for tax outside Australia, it is important that you seek specific tax advice in relation to the Australian and overseas tax consequences of the Offer.

U.S. shareholders should refer to the Notice to U.S. shareholders on page 1 of this Bidder’s Statement. Refer to Section 15.8 for information about the issue of Consideration Stock to foreign persons.

1.12                       Photographs and Diagrams

Maps, photographs and diagrams used in this Bidder’s Statement that do not have descriptions are illustrative only and should not be interpreted to mean that any person shown in them endorses this Bidder’s Statement or its contents or that the assets shown in them are owned by Magnum Hunter. Diagrams used in this Bidder’s Statement are illustrative only and may not be drawn to scale.  Unless otherwise stated, all data in graphs, tables and diagrams is based on information available at the date of this Bidder’s Statement.

1.13                       Currency

Unless otherwise stated, the exchange rate used in this Bidder’s Statement is the 4pm (Australian Eastern Standard Time) fixing published on the website of ACI Australia (http://aciaustralia.com.au/) on the last practicable day before the date of the Bidder’s Statement, being 1 Australian Dollar per 0.9337 US Dollar and being 18 June 2014.  The financial amounts in this Bidder’s Statement are expressed in Australian dollars unless stated otherwise.

1.14                       Effect of Rounding

A number of figures, amounts, percentages or estimates and calculations of value in the Bidder’s Statement may be subject to the effect of rounding.

1.15                       Privacy

If you accept the Offer you will provide personal information to Magnum Hunter, the Offer Registry and the Share Registry. This enables your Acceptance Form to be processed, you to be registered as a holder of Magnum Hunter Stock, and to enable Magnum Hunter to contact you. Magnum Hunter may from time to time be required to disclose your personal information to regulators, such as ASIC, the SEC, or the NYSE, where necessary for the purposes of the Offer or as required by law. Magnum Hunter, the Offer Registry and the Share Registry may disclose your personal information to its agents and service providers as authorised by the Privacy Act 1988 (Cth) and U.S. federal and state laws and regulations governing privacy or for purposes required by the SEC or NYSE rules. You may access your personal information by contacting the Offer Registry or Share Registry and may request corrections to such personal information.

1.16                       Risks

It is important that you read this Bidder’s Statement carefully and in full before deciding whether to accept the Offer. In particular, in considering the prospects of Magnum Hunter, you should consider the risk factors that could affect the financial performance of Magnum Hunter. You should carefully consider these factors in light of your investment objectives, financial situation and particular needs (including financial and taxation issues) and seek professional advice from your accountant, financial adviser, broker, lawyer or other professional adviser before deciding whether to accept the Offer. Some of the risk factors that should be considered by prospective investors are set out in Section 6. There may be risk factors in addition to these that should be considered in light of your personal circumstances.

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1.17                       No Guarantees or Representations

No person named in this Bidder’s Statement, including Magnum Hunter and Outback Shale Hunter, nor any other person, guarantees the performance of Magnum Hunter, the repayment of capital by Magnum Hunter, the market price of Magnum Hunter Stock or the payment of a return on the Consideration Stock.

No person is authorised to give any information or make any representation in connection with the Offer which is not contained in this Bidder’s Statement. Any information or representation not so contained may not be relied on as having been authorised by Magnum Hunter, the Magnum Hunter Directors, Outback Shale Hunter or the Outback Shale Hunter Directors.

1.18                       Glossary

Please refer to the glossary in Section 17 for terms and abbreviations used in this Bidder’s Statement.

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2                                        Chairman’s Letter

A MESSAGE FROM THE CHAIRMAN OF MAGNUM HUNTER AND OUTBACK SHALE HUNTER

Dear Ambassador Shareholder,

Unconditional Offer for Your Ambassador Shares

Outback Shale Hunter, a wholly owned subsidiary of Magnum Hunter, is offering 1 Share of Magnum Hunter common stock for every 23.6 Ambassador Shares that you own. I would like to outline the reasons why we believe you should accept this Offer:

·                                         The Offer represents an attractive premium of 91% to Ambassador’s closing Share price of A$0.195 per Share on 23 May 2014, the day prior to Ambassador entering a trading halt in relation to the Drillsearch Offer, and a 15% premium over the value of the Drillsearch Offer as of 18 June 2014.

·                                         Magnum Hunter’s management team has extensive experience in the exploration, appraisal and development of shale resources, with a track record of delivering reserves and production growth significantly above the industry norm.

·                                         It is our belief that the combination of Magnum Hunter’s shale expertise, which includes horizontal drilling and fracture stimulation technology, and Ambassador’s attractive asset base provide a compelling value creation opportunity for both Magnum Hunter and Ambassador Shareholders.

·                                         Ambassador Shareholders have the opportunity to benefit from exposure to Magnum Hunter’s significant portfolio of US upstream and midstream assets, and the opportunity to participate in the upside potential of Magnum Hunter’s premier asset base.

·                                         We will appoint an international brokerage firm with the capability to sell Magnum Hunter Stock to assist those Ambassador Shareholders who wish to sell the Magnum Hunter Stock they receive as consideration for their Ambassador Shares. This sale process will be undertaken on a best endeavours basis.(1)

Magnum Hunter believes its common stock represents a more attractive investment than Drillsearch ordinary shares. In particular:

·                  Magnum Hunter’s average daily production rate for the quarter ended 31 March 2014 was 86% higher than that of Drillsearch. Magnum Hunter’s production rate is estimated to double again within the next six months;

·                  Current market capitalization of Magnum Hunter is more than two-and-a-half times greater than that of Drillsearch;

·                  Enterprise value of Magnum Hunter as of 31 March 2014 is over four times greater than that of Drillsearch;

·                  Diversified asset base at Magnum Hunter in three of the most prolific shale resource basins in the United States compared to Drillsearch’s geographically concentrated single-basin asset portfolio; and

·                  2014 year-to-date average daily trading volume of Magnum Hunter Stock is approximately twice that of Drillsearch in terms of volume, and eleven times larger in terms of dollar value.

(1)  The international brokerage firm will offer and sell the Magnum Hunter Stock only outside the United States to non-U.S. persons in compliance with Regulation S under the US Securities Act. The ultimate price achieved for each Share of Magnum Hunter common stock through this process will vary, and may reflect a discount to market prices as a result of transfer restrictions on the Magnum Hunter Stock sold pursuant to the Sale Facility imposed by US securities laws and regulations. See Section 15.9 of this Bidder’s Statement for further details on the Sale Facility.

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There are also some potential risks associated with the Offer and becoming a holder of Magnum Hunter Stock. A summary of these risks are set out in Section 6 of this Bidder’s Statement.

The Magnum Hunter and the Outback Shale Hunter Boards believe that this Offer presents a compelling opportunity for Ambassador Shareholders not only to retain an interest in Ambassador’s projects but also to gain exposure to the Magnum Hunter business.

As I mentioned in the announcement of our intention to make a takeover bid on 10 June 2014:

“The Board of Directors and management team of Magnum Hunter recently made a decision to increase our exposure to a very specific region in Australia where we have already established a presence.  Our decision was made based upon a combination of factors, which include the following:  (i) geological interpretation; (ii) substantial land position (shale scale); (iii) existing infrastructure; (iv) gas price and immediate exposure to international takeaway markets; (v) and most importantly, significant upside potential for our shareholders.  We are not budgeting any cash expenditures on behalf of Magnum Hunter surrounding this investment in Australia for calendar year 2014.  We believe that the knowledge we have gained over the past five years in successfully exploring the Eagle Ford, Bakken, Marcellus and Utica Shale Plays is transferrable to the Cooper Basin of Australia.  As we have learned from our exposure to shale plays in the United States, early movers have the greatest opportunity for eventual success.”

I encourage you to carefully read this Bidder’s Statement and to accept the Offer without delay.  Our Offer will be open for acceptance from 23 June 2014 until 7:00pm (Sydney time) on 23 July 2014 (unless extended). If you have any questions regarding the Offer, you should call the Offer Information Line on 1300 553 490.

We look forward to receiving your acceptance and welcoming you as a stockholder in Magnum Hunter.

Yours sincerely,

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3                                        Investment overview

3.1                              Summary of the Offer

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3.2                              Overview of Magnum Hunter

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3.3                              Questions about accepting the Offer

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3.4                              Overview of Risks

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4                                        Summary of the Offer and How to Accept

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The information in this Section is a summary of the Offer only.  You should read it in conjunction with the remainder of this Bidder’s Statement.

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5                                        Reasons to accept the Offer

5.1                              The Offer represents an attractive premium to Ambassador’s recent historical share price and the Drillsearch Offer

The Offer is 1 Magnum Hunter Share for every 23.6 Ambassador Shares held, which implies a value of A$0.373 per Ambassador Share, based on a Magnum Hunter Share price of US$8.21 and s foreign exchange rate of 0.9337 on the last practicable date before the date of the Bidder’s Statement, being 18 June 2014.

The implied value of the Magnum Hunter offer of A$0.373 per share represents a premium of:

·                  15% to the value of the Drillsearch Offer at 18 June 2014

·                  91% premium to Ambassador’s closing share price of A$0.195 per share on 23 May 2014, the trading day prior to Ambassador entering into a trading halt pending the announcement of the Drillsearch Offer

·                  93% premium to the VWAP of Ambassador Shares for the 3 months to 23 May 2014

·                  98% premium to the VWAP of Ambassador Shares for the 6 months to 23 May 2014

·                  104% premium to the VWAP of Ambassador Shares for the 9 months to 23 May 2014

Premium to Drillsearch Offer and Historical Ambassador Share Prices

5.2                              Ambassador Shareholders have an option to receive cash

Ambassador Shareholders who would prefer to receive cash rather than hold Magnum Hunter Stock can elect to participate in the Sale Facility. Under the Sale Facility, the Consideration Stock to which you would otherwise be entitled will be issued to the Sale Facility Agent and sold to non-US persons in compliance with Regulation S under the US Securities Act. The proceeds of that sale will be remitted to Ambassador Shareholders (less any costs and expenses of the sale) after such sale has been completed.  See section 15.9 for more details in relation to the Sale Facility.(2)

(2)  The Sale Facility Agent will offer and sell the Magnum Hunter Stock only outside the United States to non-U.S. persons in compliance with Regulation S under the US Securities Act. The ultimate price achieved for each Share of Magnum Hunter common stock through this process will vary, and may reflect a discount to market prices as a result of transfer restrictions on the Magnum Hunter Stock sold pursuant to the Sale Facility imposed by US securities laws and regulations.

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5.3                              Magnum Hunter is an experienced shale operator, with a track record of production and reserves growth

Magnum Hunter’s management team has grown production at an average annual growth rate of 145% over the past three years(3), with proved reserves growing from 3.1 MMboe to 75.9 MMboe(4) between 2008 and 2013.

Magnum Hunter has extensive experience in drilling and operating shale wells. As a result of its improved drilling and completion techniques, Magnum Hunter’s initial production, or IP, rates have steadily increased over the last four years. Magnum Hunter has reported some of the highest IP rates of any company active in the Utica shale of Appalachia.

In addition to Magnum Hunter’s operating experience, Magnum Hunter believes it has a good relationship with Halliburton and Schlumberger, two of the key service providers in relation to unconventional work in the Cooper Basin. As of 31 May 2014, Magnum Hunter held interests in approximately 4,094 gross oil and gas wells (2,783 net) in the United States.

Magnum Hunter believes it has the experience and expertise to help drive PEL 570 through from exploration and appraisal to potential production, and Ambassador shareholders who elect to receive Magnum Hunter common stock under the Offer will continue to share in the future potential upside of PEL 570.

5.4                             Magnum Hunter has an attractive portfolio of acreage in three of the top-tier shale plays in North America, as well as attractive midstream and oil field service operations

Ambassador shareholders who elect to retain their shares in Magnum Hunter will gain exposure to an attractive US onshore E&P company. Magnum Hunter holds a concentrated asset base of approximately 300,000 net acres within three of the top shale plays in North America:

·                  the Marcellus Shale in West Virginia and Ohio;

·                  the Utica Shale in southeastern Ohio and western West Virginia; and

·                  the Williston Basin/Bakken Shale in North Dakota.

In addition to Magnum Hunter’s upstream portfolio, Ambassador Shareholders will also gain exposure to Magnum Hunter’s majority-owned midstream pipeline located in West Virginia and Ohio, consisting primarily of a gas gathering system supporting the development of

(3)  2013 production rate includes, on a pro forma basis, 2,925 Boe/d of actual production from discontinued operations, and estimated shut-in production volumes of 2,061 Boe/d

(4)  Includes (a) approximately 1.5 MMBoe of proved reserves associated with Magnum Hunter’s sale of certain Eagle Ford Shale assets in January 2014 and (b) approximately 2.3 MMBoe of proved reserves associated with Magnum Hunter’s sale of its Canadian properties in April and May 2014..

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existing and anticipated future Marcellus Shale and Utica Shale acreage positions. Current throughput is over 250 million cubic feet per day and extends in excess of 110 miles.

As at 18 June 2014 Magnum Hunter had a market capitalisation of approximately A$1.7 billion. In 2013 Magnum Hunter generated revenues in excess of US$280 million, and achieved an average daily production rate of 14,831 Boepd(5).

5.5                              Ambassador shareholders who elect to receive shares of Magnum Hunter Stock will receive an interest in a stock that has historically traded at significantly higher daily volumes than Drillsearch and has been followed by a large analyst research community within the United States

Average daily trading volume for Magnum Hunter Stock on the NYSE has been approximately 4.1 million shares for the 2014 year-to-date, representing a total average daily traded volume of more than US$33 million.

Magnum Hunter is followed by approximately 19 equity sell-side research analysts, providing depth and breadth of research coverage for investors and potential investors in Magnum Hunter. The average analyst target price for Magnum Hunter common stock is currently US$9.30 per share, a premium to the current market value of Magnum Hunter’s common stock.

(5)  2013 production rate includes, on a pro forma basis, 2,925 Boe/d of actual production from discontinued operations, and estimated shut-in production volumes of 2,061 Boe/d

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6                                        Risk factors

The exploration for and development of oil and gas resources, together with the construction and development of drilling operations is a speculative activity that involves a high degree of risk. Ambassador Shareholders should carefully consider the following risks relating to Magnum Hunter and to an investment in Magnum Hunter Stock.

If any of these risks, which the Outback Shale Hunter Directors consider to be material risks as at the date of this Bidder’s Statement, together with possible additional risks of which the Outback Shale Hunter Directors are currently unaware or which they consider not likely to be material in relation to Magnum Hunter’s business, actually occur, Magnum Hunter’s business, financial position or operating results could be materially and adversely affected. It should be noted that this list is not exhaustive and that certain other risk factors may apply.

Ambassador Shareholders should consider carefully whether a holding in Magnum Hunter Stock is suitable in light of the information in this Bidder’s Statement and their personal circumstances. Magnum Hunter Stock carries no guarantee in respect of profitability, dividends, return of capital or the price at which it may trade and Ambassador Shareholders could lose all or part of their investment if they accept the Offer.

6.1                              Risks relating to Magnum Hunter’s overall business activities

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6.2                               Risk that may arise from accepting the Offer

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7                                        Magnum Hunter and Outback Shale Hunter

7.1                              Magnum Hunter

Magnum Hunter is an independent oil and gas company engaged in the exploration for and the exploitation, acquisition, development and production of crude oil, natural gas and natural gas liquids resources in the United States. Magnum Hunter’s common stock is listed for trading on the New York Stock Exchange and as at the close of trading on 18 June 2014 had a market capitalization of approximately A$1.7 billion.

Magnum Hunter is currently active in three unconventional shale resource plays in the United States:

(1)                                 the Marcellus Shale in West Virginia and Ohio;

(2)                                 the Utica Shale in south eastern Ohio and western West Virginia; and

(3)                                 the Williston Basin/Bakken Shale in North Dakota.

Magnum Hunter is a major shareholder of New Standard Energy Limited (ASX:NSE), the joint venture partner of Ambassador in PEL570. Certain Magnum Hunter personnel are currently providing technical expertise assistance to New Standard in the development of PEL570.

7.2                              Outback Shale Hunter

Outback Shale Hunter is a wholly owned subsidiary of Magnum Hunter.  Outback Shale Hunter was incorporated in Victoria on 17 June 2014 for the purposes of making this Offer and has not undertaken any business other than activities associated with making the Offer.  The Outback Shale Hunter Directors are Gary C. Evans, Jeff Swanson and Barry J. Casson and the company secretary is Barry J. Casson.  Information about Gary C. Evans and Jeff Swanson is set out in Section 7.5 and information about Barry J. Casson is set out in Section 7.6.

7.3                              Corporate strategy of Magnum Hunter

Key elements of Magnum Hunter’s business strategy include:

Focus on Core Unconventional Resource Plays

Magnum Hunter is strategically focused on the development and expansion of its core areas of operation in the Marcellus Shale in West Virginia and Ohio, in the Utica Shale in south eastern Ohio and western West Virginia and, to a lesser extent, in the Williston Basin/Bakken Shale in North Dakota.

Focus on Development and Acquisition of Liquids Rich Marcellus and Dry Gas and Liquids Rich Utica Resources

Magnum Hunter intends to focus its development and acquisition efforts primarily on high return projects, including liquids rich gas (greater than 1,250 Btu) in the Marcellus Shale in West Virginia and Ohio, the dry gas and liquids rich area of the Utica Shale in south eastern Ohio and western West Virginia and oil reserves in the Williston Basin/Bakken Shale in North Dakota. Magnum Hunter has allocated a significant portion of its 2014 upstream capital expenditure budget to these high return projects in the Marcellus Shale and Utica Shale plays. Magnum Hunter intends to pursue strategic “bolt-on” acquisitions, primarily leasehold acreage, in its areas, on a very selective and value accretive basis, to enhance long-term asset values and realize economies of scale.

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Selected Monetization of Assets

Magnum Hunter’s strategy is to explore and develop properties and to selectively monetize developed properties at opportune times and attractive prices. In the past five years, Magnum Hunter has significantly expanded its positions in the Marcellus Shale, Utica Shale, Williston Basin, Eagle Ford Shale and southern Appalachian Basin through acquisitions and joint ventures and has monetized some of these assets through divestitures. Magnum Hunter sold: (1) core Eagle Ford Shale properties in April 2013 for a contract purchase price of US $401 million of cash and stock; (2) certain non-core properties in Burke County, North Dakota in September 2013 for a contract purchase price of US $32.5 million in cash; (3) certain non-core properties in various counties of North Dakota in December 2013 for a contract purchase price of US $45 million in cash;  (4) substantially all of its remaining Eagle Ford Shale and Pearsall Shale properties in south Texas in January 2014 for a contract purchase price of US $24.5 million in cash and stock; (5) its Alberta, Canada properties in April 2014 for a contract purchase price of CAD $9.5 million (approximately US $8.7 million) in cash; and (6) its Saskatchewan, Canada properties in May 2014 for a contract purchase price of CAD $75 million (approximately US $68 million) in cash. These transactions resulted in aggregate proceeds in excess of US $575 million in cash and stock. Magnum Hunter expects to continue to develop its remaining core assets, while also monetizing certain non-core assets and interests.

Allocate Capital to Projects with High Rates of Return

Magnum Hunter intends to allocate capital to areas and projects with high potential rates of return. Magnum Hunter has allocated a significant portion of its 2014 capital budget to the Marcellus Shale and Utica Shale plays to accelerate the development of its properties in these regions, to take advantage of Magnum Hunter’s processing capacity at the Mobley Processing Plant (and the uplift in the realised price for liquids-rich gas stream processed at the plant) and in anticipation of Magnum Hunter’s continued build-out of its Eureka Hunter Gas Gathering System.

Utilize Expertise in Unconventional Resource Plays to Improve Rates of Return

Magnum Hunter strives to use state-of-the-art drilling, completion and production technologies, including certain completion techniques that Magnum Hunter has developed and continues to refine, allowing Magnum Hunter the best opportunity for cost-effective drilling, completion and production success. Magnum Hunter’s technical team regularly reviews the most current technologies and, to the extent appropriate and cost-effective, applies them to its reserve base for the effective development of its project inventory. As a result of Magnum Hunter’s improved drilling and completion techniques, its drilling and completion results in core unconventional resource plays have improved significantly, resulting in substantially better IP rates, estimated ultimate recoveries, and, ultimately, rates of return on capital deployed. Additionally, Magnum Hunter’s focus on increasing and concentrating its acreage provides the opportunity to capture economies of scale, such as pad drilling, and to reduce rig mobilization time and cost.

Focus on Properties with Operating Control

Magnum Hunter believes that operatorship provides it with the ability to maximize the value of its assets, including control of the timing of drilling expenditures, greater control of operational costs and the ability to efficiently increase production volumes and reserves. During the past five years, Magnum Hunter has significantly increased the number of wells that it operates and controls.

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Continued Development of the Eureka Hunter Gas Gathering System

Magnum Hunter is continuing the commercial development of its Eureka Hunter Gas Gathering System in West Virginia and Ohio to provide infrastructure to support the development of its existing and anticipated future Marcellus Shale and Utica Shale acreage positions, as well as to provide the opportunity for substantial cash flow from the increasing gathering needs of third party producers in these regions.

7.4                              Magnum Hunter corporate structure

Magnum Hunter is a Delaware corporation that operates, directly and indirectly, through its operating subsidiaries. Magnum Hunter’s principal operating subsidiaries are Triad Hunter, LLC, Bakken Hunter, LLC, Magnum Hunter Production, Inc., Eureka Hunter Pipeline, LLC and TransTex Hunter, LLC and Alpha Hunter Drilling, LLC.

7.5                              Directors of Magnum Hunter

The directors of Magnum Hunter, and a brief profile of each of them, is set out below:

Gary C. Evans (Chairman and Chief Executive Officer)

Gary C. Evans has been a director of Magnum Hunter since 2009. Mr. Evans was appointed as Chairman of the Board and Chief Executive Officer in May 2009. Mr. Evans previously founded and served as the Chairman and Chief Executive Officer of Magnum Hunter Resources, Inc., or MHRI, an unrelated NYSE-listed company of similar name, for twenty years before selling MHRI to Cimarex Energy for approximately US $2.2 billion in June 2005. In 2005, Mr. Evans founded Wind Energy, LLC, a renewable energy company which was subsequently acquired in December 2006 by GreenHunter Resources, Inc., or GreenHunter, an NYSE MKT-listed company focusing on oil field water management and clean water technologies active in the unconventional resource plays. Mr. Evans has served as Chairman of GreenHunter since December 2006, and as interim Chief Executive Officer of GreenHunter since 15 January 2014. He previously served as Chief Executive Officer of GreenHunter from December 2006 through December 2012.

Mr. Evans serves as an individual trustee of TEL Offshore Trust, a publicly-listed oil and gas trust, and is a director of Novavax Inc., a NASDAQ-listed clinical-stage vaccine biotechnology company. Mr. Evans was recognized by Ernst & Young LLP as the Southwest Area 2004 Entrepreneur of the Year for the Energy Sector and was subsequently inducted into the World Hall of Fame for Ernst & Young Entrepreneurs. Mr. Evans was also recognized as the Energy Industry Leader of the year in 2013 and chosen by Finance Monthly in 2013 as one of the most respected CEO’s. Mr. Evans was recently chosen as the Best CEO in the “Large Company” category by Texas Top Producers in 2013. He additionally won the Deal Maker of the Year Award in 2013 by Finance Monthly. Mr. Evans serves on the Board of the Maguire Energy Institute at Southern Methodist University and speaks regularly at energy industry conferences around the world on the current affairs of the oil and gas business.

J. Raleigh Bailes

J. Raleigh Bailes has been a director of Magnum Hunter since 2006. Mr. Bailes has been a partner of Bailes, Bates & Associates, LLP, a tax and accounting firm, since March 2003. Between November 1999 and March 2003, Mr. Bailes owned and managed J. Raleigh Bailes, CPA, a tax and accounting firm. Mr. Bailes is admitted to practice before the U.S. Tax Court and is licensed by the State of Texas as a certified public accountant.

Victor Carrillo

Victor G. Carrillo has been a director of Magnum Hunter since January 2011. Mr. Carrillo currently serves as President and Chief Operating Officer and a director of Zion Oil & Gas, Inc., or Zion, a company engaged in oil and gas exploration primarily in Israel and areas located on-shore between Haifa and Tel Aviv, a position he has held since October 2011. Mr. Carrillo has also served as a director of Zion since September 2010, and he served as an

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executive vice president and a director of Zion from January 2011 to October 2011. From 2003 to 2010, Mr. Carrillo served as a commissioner on the Texas Railroad Commission. During his time of service on the Texas Railroad Commission, Mr. Carrillo also served as Chairman of the Governor’s Texas Energy Planning Council. During his career, Mr. Carrillo has also served as the Chairman of the Outer Continental Shelf Advisory Committee to the U.S. Secretary of the Interior, Vice Chairman of the Interstate Oil and Gas Compact Commission, a member of the Committee on Gas for the National Association of Regulatory Utility Commissioners and a member of the board of directors of Advisors to the Texas Journal of Oil, Gas & Energy Law at the University of Texas School of Law. Hispanic Business Magazine has named Mr. Carrillo one of the 100 Most Influential Hispanics in the United States.

Mr. Carrillo received a B.S. in geology from Hardin-Simmons University, an M.S. in geology from Baylor University, a Juris Doctorate with emphasis in both environmental and oil and gas law from the University of Houston Law Center and an honorary Doctorate from Hardin-Simmons University.

Rocky L. Duckworth

Rocky L. Duckworth has been a director of Magnum Hunter since October 2013. Mr. Duckworth brings more than 40 years of regulatory compliance, financial reporting (including internal controls over financial reporting), technical accounting and oil and gas accounting experience to the Board. Currently, Mr. Duckworth serves as a director of Northern Tier Energy GP LLC, the general partner of Northern Tier Energy LP. Mr. Duckworth retired from KPMG LLP in September 2010 after more than 38 years of service, including more than 29 years as a partner. From 2000 to September 2010, Mr. Duckworth served global energy clients, and he was the energy industry leader of the audit practice in KPMG’s Houston office until 2006. Prior to relocating to Houston, Mr. Duckworth was the Managing Partner of KPMG’s Oklahoma City office from 1987 to 2000. Mr. Duckworth was the partner in charge of the audit practice in Oklahoma City from 1984 until 1987.

Mr. Duckworth earned a Bachelor of Science in Accounting with honors from Oklahoma State University. Mr. Duckworth was commissioned a 2nd lieutenant in the U.S. Army upon graduation from Oklahoma State University. In May 2011, Mr. Duckworth was appointed by the Governor as a member of the board of directors of the Texas State Board of Public Accountancy and is a certified public accountant in the State of Texas.

Stephen C. Hurley

Stephen C. Hurley has been a director of Magnum Hunter since October 2011. Mr. Hurley has 38 years of experience in the oil and gas industry. He also serves on the board of directors of Brigham Resources, LLC, a privately held oil and gas company. He is a former member of the board of directors of Brigham Exploration Company, serving from December 2002 to December 2011 when the company was sold to Statoil ASA for US $4.6 billion. He also served on the audit and compensation committees of Brigham Exploration Company. Mr. Hurley is a former President and board member of Hunt Oil Company, having been associated with Hunt Oil Company from August 2001 to February 2012. Prior to joining Hunt Oil Company, Mr. Hurley served as Chief Operating Officer, Executive Vice President and a member of the board of directors for Chieftain International, Inc. from August 1995 to August 2001, when Hunt Oil Company bought Chieftain International, Inc. Prior to joining Chieftain International, Inc., Mr. Hurley was Executive Vice President of worldwide Exploration and Production for Murphy Exploration and Production Company. During his 16 year tenure at Murphy Exploration and Production Company, he held the positions of Senior Geologist, Exploration Manager, Vice President and Executive Vice President. From 1975 to 1980, Mr. Hurley was a geologist with Exxon Company USA, having been recruited out of college.

Mr. Hurley holds both Bachelor of Science and Master of Science degrees in geology from the University of Arkansas and an advanced degree in business studies from Harvard University. He is a past President of both the Dallas Petroleum Club and Dallas Wildcatters Committee.

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Joe L. McClaugherty

Joe L. McClaugherty has been a director of Magnum Hunter since 2006. Mr. McClaugherty is a senior partner of McClaugherty & Silver, P.C., a full service firm engaged in the practice of civil law located in Santa Fe, New Mexico. He has practiced law for 38 years and has a Martindale-Hubbell rating of AV Preeminent and is a Fellow of the International Academy of Trial Lawyers. Prior to founding McClaugherty & Silver, P.C. in 1992, he was the Managing Partner of the Santa Fe office of Kemp, Smith, Duncan & Hammond, and, earlier, of Rodey, Dickason, Sloan, Akin & Robb. Mr. McClaugherty has served on numerous boards of both international and domestic companies.

M. McClaugherty received a BBA with Honors from the University of Texas in 1973 and a JD with Honors from the University of Texas School of Law in 1976. He is admitted to the Bars of the State of New Mexico, State of Texas, State of Colorado, United States Federal District Court for the State of New Mexico, United States Federal District Court for the State of Colorado, United States Court of Appeals for the Tenth Circuit and the United States Supreme Court.

Jeff Swanson

Jeff Swanson has been a director of Magnum Hunter since 2009. Mr. Swanson currently serves as the President and Chief Executive Officer of GrailQuest Corp., a privately held company providing software and services to the oil and gas industry, a position he has held since January 1999. Mr. Swanson is also the President and Chief Executive Officer of Swanson Consulting Inc., a provider of geological and engineering geosciences studies for the oil and gas industry. He has been actively engaged in the exploration and production sectors of the oil and gas industry for over 30 years. Mr. Swanson co-founded Stratamodel, Inc., which developed the first commercially available 3-D geocellular technology, now a standard workflow tool in the oil and gas industry. He is co-author of two patents including ReservoirGrail, an increasingly used reservoir volumetric material balancing simulator.

Mr. Swanson received his B.B.A. from Southern Methodist University and is a member of the Society of Petroleum Engineers (SPE), Association of Petroleum Geologists (AAPG), Houston Geological Society (HGS), Independent Petroleum Association of America (IPAA) and the National Stripper Well Association (NSWA). He is an individual trustee of TEL Offshore Trust, a publicly-listed oil and gas trust. Mr. Swanson is a published author of several papers and articles regarding various technologies and methodologies used for enhancing and increasing the value of mature oil and gas fields.

7.6                              Directors of Outback Shale Hunter

The directors of Outback Shale Hunter are Gary C. Evans, Jeff Swanson and Barry J Casson. A brief profile of each of Gary C. Evans and Jeff Swanson are set out in section 7.5 and a brief profile of Barry J Casson is set out below.

Barry J. Casson. CA, MAICD

Barry J. Casson has more than 40 years’ experience in accounting, finance and corporate management at a senior level with numerous listed and unlisted companies, primarily in the resources industry. He has had extensive international experience in project and corporate financing and corporate transactions including stock exchange listings and mergers and acquisitions. Mr Casson is currently a Director and Chairman of the Audit Committees for Unitywater (a statutory body in the water and sewerage industry of southeast Queensland) and Metallica Minerals Limited (ASX:MLM), and Director and Company Secretary of Archipelago Metals Limited.

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7.7                              Key management

The Magnum Hunter Group’s key management and a brief profile of each of them is set out below:

Gary C. Evans - Chairman and Chief Executive Officer

See Section 7.5 above.

Joseph C. Daches — Chief Financial Officer

Joseph C. Daches has served as Senior Vice President and Chief Financial Officer of Magnum Hunter since July 2013. Mr. Daches has more than 20 years of regulatory compliance, financial reporting, technical accounting, management and oil and gas accounting experience, primarily within the energy industry. Prior to joining the Company, Mr. Daches had served as Executive Vice President and Chief Accounting Officer of Energy & Exploration Partners, Inc. since September 2012 and as a director of that company since April 2013. He previously served as a partner and Managing Director of the Willis Consulting Group, LLC, from January 2012 to September 2012. From October 2003 to December 2011, Mr. Daches served as the Director of E&P Advisory Services at Sirius Solutions, LLC, where he was primarily responsible for financial reporting, technical, and oil and gas accounting and the overall management of the E&P advisory services practice.

Mr. Daches earned a Bachelor of Science in Accounting from Wilkes University in Pennsylvania, and he is a certified public accountant in good standing with the Texas State Board of Public Accountancy.

James W. Denny III — Executive Vice President; President, Appalachian Basin Division

James W. Denny, III, currently serves as Executive Vice President of Magnum Hunter and as President of the Appalachian Division. Mr. Denny has served as an Executive Vice President since March 2008. Mr. Denny brings more than 35 years of industry related experience to the Company. Prior to joining Magnum Hunter, Mr. Denny served as President and Chief Executive Officer of Gulf Energy Management Company, a wholly-owned subsidiary of Harken Energy Corporation from January 2005 to October 2007. Mr. Denny served in various positions of responsibility during his tenure with Harken Energy Corporation from 1998 to 2005. In his capacity as President and Chief Executive Officer of Gulf Energy Management, Mr. Denny was responsible for all facets of Gulf Energy Management’s North American operations.

Mr. Denny is a registered Professional Engineer (Louisiana) and is a Certified Earth Scientist. He is also a member of various industry associations, including the American Petroleum Institute, the National Society of Professional Engineers, the Society of Petroleum Engineers, and the Society of Petroleum Evaluation Engineers. He is a graduate of the University of Louisiana-Lafayette with a B. S. in Petroleum Engineering.

R. Glenn Dawson — Executive Vice President; President, Williston Basin Division

R. Glenn Dawson currently serves as Executive Vice President of Magnum Hunter and as President of the Williston Basin Division. Mr. Dawson joined the Company in May 2011 when it acquired NuLoch Resources, Inc., renamed Williston Hunter Canada, Inc., a company for which Mr. Dawson had served as President and CEO. He has over 30 years of experience in oil and gas exploration in North America. His principal responsibilities have involved the generation and evaluation of drilling prospects and production acquisition opportunities. In the early stages of his career, Mr. Dawson was employed as an exploration geologist by Sundance Oil and Gas, Inc., a public company located in Denver, Colorado, concentrating on their Canadian operations. From December 1985 to September 1998, Mr. Dawson held a variety of managerial and technical positions with Summit Resources, a then-public Canadian oil and gas exploration and production company, including Vice President of Exploration,

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Exploration Manager and Chief Geologist. He served as Vice President of Exploration with PanAtlas Energy Inc., a then-public Canadian oil and gas exploration and production company, from 1999 until its acquisition by Velvet Exploration Ltd. in July 2000. Mr. Dawson was a co-founder and Vice President of Exploration of TriLoch Resources Inc., a then-public Canadian oil and gas exploration company, from 2001 to 2005, until it was acquired by Enerplus Resources Fund. As a result of the sale of TriLoch Resources Inc. to Enerplus Resources Fund, Mr. Dawson founded NuLoch Resources, Inc. in 2005.

Mr. Dawson graduated in 1980 from Weber State University of Utah with a Bachelor’s degree in Geology and attended the University of Calgary from 1980 to 1982 in the Masters Program for Geology.

H.C. “Kip” Ferguson III — Executive Vice President, Exploration

H.C. “Kip” Ferguson, III currently serves as Executive Vice President - Exploration of Magnum Hunter. Mr. Ferguson has served as an Executive Vice President of the Company since October 2009 and was President of its Eagle Ford Shale Division from 2011 until April 2013. Mr. Ferguson was formerly the President of Sharon Resources, Inc. from September 1999 until the company was acquired by Magnum Hunter in October 2009 and subsequently renamed Eagle Ford Hunter, Inc. As President of Sharon Resources, Inc., Mr. Ferguson’s responsibilities included supervision of the day-to-day activities of that company, budget planning for operations, supervision of the development of exploratory projects within numerous basins and involvement in extensive field studies and trend analysis, using advanced drilling and completion technology. Mr. Ferguson brings more than 20 years of exploration and development experience in several major U.S. basins to the Company. Mr. Ferguson served on the board of Sharon Resources, Inc. and Sharon Energy Ltd. from September 1999 to October 2009. Mr. Ferguson served on the board for Diaz Resources, Inc. from 2005 to 2009. Mr. Ferguson currently serves on the Board of Directors of New Standard, having been elected to that Board in January 2014 in connection with the Company’s sale of certain of its Eagle Ford Shale assets to New Standard in January 2014. Mr. Ferguson is a third-generation geologist with a degree in Geology from the University of Texas at Austin.

Christopher T. Akers — Executive Vice President and Chief Operating Officer, Eureka Hunter Pipeline

Christopher T. Akers has served as Executive Vice President and Chief Operating Officer of Eureka Hunter Pipeline, LLC since March 2014. Mr. Akers brings more than 25 years of pipeline experience, including operations, engineering, project management and construction, primarily within the midstream industry located in Appalachia. Prior to joining Magnum Hunter, Mr. Akers served as Vice President of Team Environmental LLC since 2013. He previously served as Vice President Operations and Director of Gas Control and Commercial groups at EQT Corporation, from 2001 to 2013. During his tenure at EQT Corporation, Mr. Akers was a key member in the expansion of several hundred miles of pipeline, over 30 new compressor stations and two processing facilities. He was a key contributor on mergers and acquisitions and helped develop the strategic plans which focused on cost reduction, increasing throughput and risk/safety management. Prior to joining EQT Corporation, Mr. Akers served in various engineering, operations and gas control roles at Dominion Transmission from 1991 to 2001 and Union Carbide from 1989 to 1991. He has served on the board of West Virginia Oil and Natural Gas Association and chairman of the Midstream group of SGA. Mr. Akers earned a Bachelor of Science in Mechanical Engineering from West Virginia Institute of Technology, and a Master of Business Administration from West Virginia Wesleyan.

Don L. Kirkendall — Senior Vice President, Eureka Hunter Pipeline

Don Kirkendall has served as Senior Vice President of Magnum Hunter and as Senior Vice President of its subsidiary, Eureka Hunter Pipeline, LLC, since June 2010. Mr. Kirkendall has served as a Senior Vice President of the Company since September 2009. Prior to serving in his current roles, Mr. Kirkendall served as President of Magnum Hunter from March 2006 to September 2009 and as Executive Vice President of Magnum Hunter from August 2005 to

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March 2006. Mr. Kirkendall also served on the Company’s Board from August 2005 to September 2009. Prior to his employment with Magnum Hunter in August 2005, Mr. Kirkendall was self-employed as a consultant focused on oil and gas upstream and midstream operations. Mr. Kirkendall brings more than 32 years of diversified energy experience to Magnum Hunter. His background includes interstate pipeline business along with natural gas marketing and exploration experience. He co-founded and managed a successful natural gas marketing company along with an associated exploration company that specialized in drilling Texas Gulf Coast and South Texas oil and gas prospects. Mr. Kirkendall received his B.B.A. from Southwest Texas State University.

7.8                              Remuneration and interests of Magnum Hunter Directors

2013 Director Compensation (USD)

(1)                      Represents the aggregate grant date fair value, in accordance with Accounting Standards Codification 718, “Stock Compensation”, (except no assumptions for forfeitures were included), with respect to (a) shares of common stock (under the Fees Paid in Stock column), and (b) stock options (under the Option Awards column). See “Note 9 - Share-Based Compensation” in the notes to Magnum Hunter’s consolidated financial statements included in Magnum Hunter’s annual report on Form 10-K for information regarding the assumptions made in determining these values.  As of 31 December 2013, Messrs. Bailes, Carrillo, Duckworth, Hurley, McClaugherty, and Swanson did not hold any shares of unvested restricted stock. As of 31 December 2013, the aggregate number of outstanding option awards held by Magnum Hunter’s current non-employee directors was: 175,000 for Mr. Bailes, 175,000 for Mr. Carrillo, none for Mr. Duckworth, 136,000 for Mr. Hurley, 140,000 for Mr. McClaugherty, and 175,000 for Mr. Swanson.

(2)                      On 17 January 2013, Messrs. Bailes, Carrillo, Hurley, McClaugherty, and Swanson were each granted an option to purchase up to 60,000 shares of Magnum Hunter’s common stock at an exercise price of $4.16 per share with a ten-year expiration date.

(3)                      Magnum Hunter reimburses the reasonable travel and accommodation expenses of directors to attend meetings and other corporate functions. In 2013, the incremental cost to the Company to provide these perquisites was less than $10,000 per director.

(4)                      Mr. Duckworth was elected to the Board on 7 October 2013.

The table above does not include persons who served as directors of Magnum Hunter in 2013 but resigned in 2013.

For the year ended 31 December 2013, Gary C. Evans received US$490,000 in salary, US$500,000 in cash bonus, options valued at $1,982,925, other compensation of US$186,701, for total compensation of US$3,159,626 for his service as the Chief Executive Officer of Magnum Hunter. Mr. Evans does not receive any compensation in his capacity as a director of Magnum Hunter.

7.9                              Substantial shareholders in Magnum Hunter

Based on shareholder disclosure reflected in the latest public filings with the SEC, the following are Magnum Hunter’s substantial shareholders:

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(1)                      Includes 2,142,858 common shares issuable upon exercise of warrants.

(2)                      Includes 300,000 shares of restricted common stock; 126,500 shares of common stock held in an account under the name of Mr. Evans’ children and Mr. Evans’ Special Inheritance account; an option to purchase 1,351,250 shares of common stock which has vested; 121,974 shares of common stock issuable upon the exercise of 500,000 stock appreciation rights which have vested (based on the US $6.09 exercise price of the stock appreciation rights and the fair market value of the common stock as of 26 March 2014, determined in accordance with Magnum Hunter’s Stock Incentive Plan); 561,492 shares of common stock underlying presently exercisable warrants; and an indirect interest in 7,664 shares of common stock held by the Company’s 401(k) plan.

7.10                       Corporate governance

Magnum Hunter is a company committed to the highest standards of corporate governance. It acknowledges that corporate governance is both a framework by which the interests of various stakeholders are balanced and a structure through which the objectives of a company are set. Magnum Hunter recognises that good corporate governance is an essential part of its responsibilities to enhance shareholder value and the financial performance of Magnum Hunter.

Magnum Hunter’s Board of Directors has established three committees.  These committees are:

(1)                                 Audit Committee;

(2)                                 Compensation Committee; and

(3)                                 Governance Committee.

The board of Magnum Hunter has adopted the following policies:

(4)                                 Code of Conduct and Ethics

(5)                                 Corporate Governance Guidelines; and

(6)                                 Related Party Transactions Policy.

Magnum Hunter’s Corporate Governance Guidelines are reviewed by the Board and the Governance Committee at least annually. For more information about these committees and policies, and about Magnum Hunter’s approach to corporate governance, Magnum Hunter publishes its policies and committee charters on its website, which is available at www.magnumhunterresources.com.

7.11                       Role of the Board in Risk Oversight

Magnum Hunter’s Board of Directors is responsible for the Company’s risk-oversight function and is actively involved in the oversight of risks that could affect Magnum Hunter.

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Management is responsible for the day-to-day management of risks, while the Board, as a whole and through its committees, has responsibility for the oversight of risk management.

The Audit Committee of the Board is charged by its charter with, among other duties, reviewing the significant accounting principles, policies and practices followed by the Company; reviewing financial, investment and risk management policies followed by Magnum Hunter in operating its business activities; reviewing the Company’s annual audited financial statements; reviewing the effectiveness of independent audits, including approval of the scope of and fees charged in connection with annual audit and quarterly reviews; appointing and overseeing the work of Magnum Hunter’s independent auditor; and reviewing and discussing audit-related and independence matters with management, the Board and Magnum Hunter’s independent auditors. The Audit Committee must regularly update the Board and make appropriate recommendations. Additionally, at Audit Committee meetings, management may present a particular area of risk, either independently as a result of its assessment of materiality or at the request of the Audit Committee. The Audit Committee works with management to address the strengths and weaknesses of the policies in each area presented or separately assessed. In addition to the formal compliance program, the Board and the Audit Committee encourage management to promote a corporate culture that understands risk management and incorporates it into the overall corporate strategy and day-to-day business operations.

7.12                       Announcements by Magnum Hunter in relation to the Offer

On 10 June 2014 and 17 June 2014, Magnum Hunter made announcements to ASX in relation to the Offer.  Copies of the announcements are set out in Annexure C to this Bidder’s Statement.

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8                                        Magnum Hunter’s Projects and Interests

8.1                              Recent Developments

The following is a summary of recent transactions consummated by Magnum Hunter.  The information set forth in the remainder of this Section 8 is qualified in its entirety to account for these transactions.

On 28 January 2014, Magnum Hunter closed on the sale of certain of its oil and natural gas properties and related assets in the Eagle Ford Shale in South Texas to a subsidiary of New Standard. The divested properties and assets consisted primarily of leasehold acreage in Atascosa County, Texas and working interests in five horizontal wells, four of which were operated by the Company. Magnum Hunter received cash consideration of US $15.5 million, after customary purchase price adjustments, and 65,650,000 ordinary shares of New Standard, with a fair value of approximately US $9.4 million at 31 March 2014. As a result of the sale, Magnum Hunter owns approximately 17% of the total outstanding common shares of New Standard, has appointed a designated representative to New Standard’s board of directors and has the right to appoint an additional designated representative to New Standard’s board.

On 26 March 2014, Magnum Hunter sold 4,300,000 shares of Magnum Hunter Stock to certain institutional investors in a private offering for gross proceeds of US $30.1 million.

On 10 April 2014, Williston Hunter Canada, Inc. (WHCI), a wholly-owned subsidiary of Magnum Hunter, closed on the sale of certain oil and gas properties and assets located in Alberta, Canada, including operated working interests in approximately 1,910 gross (961 net) leasehold acres and three producing wells producing primarily from the Kiskatinaw formation in the Western Canadian Sedimentary Basin to BDJ Energy Inc., an Alberta corporation. The total purchase price was CAD $9.5 million (approximately U.S. $8.7 million), subject to customary adjustments, payable in cash.

On 12 May 2014, Magnum Hunter closed on the sale of all of its ownership interests in WHCI to Steppe Resources Inc., an Alberta corporation. The assets of WHCI consisted primarily of oil and gas properties located in the Tableland Field in Saskatchewan, Canada and included approximately 52,520 gross (49,470 net) leasehold acres and 84 gross wells producing approximately 630 Boe per day of current net production to the ownership interests sold. The total purchase price was CAD $75 million, subject to customary adjustments, payable in cash.

On 29 May 2014, Magnum Hunter sold 21,428,580 shares of Magnum Hunter Stock and warrants to purchase 2,142,858 shares of Magnum Hunter Stock to certain institutional investors in a private offering for gross proceeds of US $150 million.

In May 2014, Triad, a wholly-owned subsidiary of Magnum Hunter, acquired specific oil and gas leases from certain landowners covering a total of approximately 7,225 gross (4,100 net) leasehold acres located in various areas including Washington, Noble and Monroe Counties, Ohio and Tyler, Ritchie and Wetzel Counties, West Virginia, for an aggregate purchase price of approximately US $20.3 million (approximately US $4,951 average per net leasehold acre). In addition, on 5 June 2014, Triad resumed the acquisition of leasehold acreage from MNW pursuant to the Asset Purchase Agreement entered into by Triad and MNW in August 2013 (the “APA”), which provided for the sale by MNW to Triad of a total of approximately 32,000 net leasehold acres located in Washington, Noble and Monroe Counties, Ohio, via staggered closings. Triad was forced to discontinue closings of this leasehold acreage under the APA earlier in 2014 due to certain litigation filed against MNW and Triad, which Triad asserted constituted a title defect with respect to the leasehold acreage covered by the APA. This litigation was settled on 28 May 2014 and, on 5 June 2014, Triad acquired certain oil and gas leases from MNW covering a total of approximately 12,200 gross (11,128 net) leasehold acres located in various areas in Washington and Monroe Counties, Ohio, for an aggregate purchase price of approximately US $45.9 million (approximately US $4,125 average per net leasehold acre). To date, under the APA, Triad has now acquired a total of approximately

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17,000 net leasehold acres from MNW, or approximately 53% of the approximately 32,000 total net leasehold acres anticipated under the APA.

Eureka Hunter recently achieved a peak throughput rate of 236,127 MMBtu/d in April 2014. With the completion of expansion projects currently under construction, the Company expects the Eureka Hunter Pipeline System will have a throughput capacity of 1.2 Bcf/d by the end of 2014. Eureka Hunter has connected a significant amount of new Marcellus Shale production volumes from several Triad Hunter, LLC and third-party wells located in Tyler and Wetzel Counties, West Virginia into the Eureka Hunter Pipeline System. Eureka Hunter has also begun gathering Utica Shale formation gas in eastern Ohio.

8.2                              Overview

Magnum Hunter Resources Corporation is an independent oil and gas company engaged in the exploration for and the exploitation, acquisition, development and production of crude oil, natural gas and natural gas liquids resources in the United States. Magnum Hunter is presently active in three unconventional shale resource plays in North America, specifically, the Marcellus Shale in West Virginia and Ohio; the Utica Shale in southeastern Ohio and western West Virginia; and the Williston Basin/Bakken Shale in North Dakota. The company is also engaged in midstream and oilfield services operations, primarily in West Virginia and Ohio.

Since Magnum Hunter’s current management team assumed leadership of the Company in May 2009 and refocused its business strategy, Magnum Hunter has substantially increased its assets and production base through a combination of acquisitions, joint ventures and ongoing development drilling efforts on acquired acreage. The Company believes the increased scale in core resource plays allows for ongoing cost recovery and production efficiencies as the Company exploits and monetizes the Company’s asset base.

Magnum Hunter’s business strategy is to create significant value for its stockholders by growing reserves, production volumes and cash flow at an attractive rate of return through a combination of efficient development of the Company’s properties and strategic acquisitions and joint ventures, and to selectively monetize properties at opportune times and attractive prices.

Magnum Hunter is strategically focused on its Marcellus Shale and Utica Shale plays in the Appalachian Basin in West Virginia and Ohio and its Bakken Shale play in the Williston Basin in North Dakota.

Magnum Hunter’s common stock is listed for trading on the NYSE.

8.3                              Summary of 31 December 2013 Proved Reserves and Production and 31 January 2014 Acreage

The oil and natural gas reserves, production and leasehold acreage information provided below includes reserves, production and acreage associated with Magnum Hunter’s southern Appalachian Basin properties that the Company intends to divest, which have been presented as assets held for sale in the Company’s 31 December 2013 consolidated balance sheets, as well as reserves, production and acreage associated with Magnum Hunter’s Canadian assets that were sold in April and May 2014.

The oil and natural gas reserves and production information provided below includes reserves and production associated with Magnum Hunter’s Eagle Ford Shale and Pearsall Shale assets that were sold in January 2014.

The acreage information below gives effect to the sale by Magnum Hunter of certain Eagle Ford Shale and Pearsall Shale assets in January 2014, but does not include leasehold acreage in West Virginia and Ohio that Triad purchased from MNW and other third parties in May and June 2014.

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·                  As of 31 December 2013, Magnum Hunter had approximately 75.9 MMBoe of estimated proved reserves, of which approximately 45.8% was oil and natural gas liquids and approximately 52.2% was classified as proved developed producing reserves. By comparison, as of 31 December 2012, estimated proved reserves were approximately 73.1 MMBoe, of which approximately 62.9% was oil and natural gas liquids and approximately 52.0% was classified as proved developed producing reserves. Estimated proved reserves, on a Boe basis, at year-end 2013 increased 3.9% from year-end 2012.

·                  Magnum Hunter’s daily production volumes at 31 December 2013 were approximately 12,210 Boe/d. Its average daily production volumes for the year ended 31 December 2013, were approximately 9,844 Boe/d, which represented a 27.2% increase from the year ended 31 December 2012. Average daily production volumes for the quarter ended 31 December 2013 were approximately 11,298 Boe/d. Daily production volumes at 20 February 2014 were approximately 16,142 Boe/d.

·                  As of 31 January 2014, Magnum Hunter had approximately 280,657 net leasehold acres in its core operating areas, including approximately 78,709 net acres in the Marcellus Shale, approximately 99,078 net acres prospective for the Utica Shale (a portion of which acreage overlaps its Marcellus Shale acreage) and approximately 102,869 net acres in the Williston Basin/Bakken Shale in North Dakota.

8.4                              Magnum Hunter’s Reserves

Proved Reserves Summary as of 31 December 2013, 2012 and 2011

(1) Magnum Hunter added 123 PUD locations during 2013, with the largest reserve value (nine PUDs with a value of 10.6 MMBoe) associated with the Marcellus Shale PUDs in Tyler County, West Virginia. 109 PUDs were added in 2013 in Divide County, North Dakota and the Tableland Field in Canada in the Bakken/Three Forks Sanish, with a reserve value of 7.4 MMBoe. Additionally, five PUDs were added in 2013 in the Eagle Ford Shale in Atascosa County, Texas, with a value of 1.1 MMBoe.

(2) The estimates of reserves in the table above conform to the guidelines of the SEC. Estimated recoverable proved reserves have been determined without regard to any economic impact that may result from the Company’s financial derivative activities. These calculations were prepared using standard geological and engineering methods generally accepted by the petroleum industry. The reserve information shown is estimated. The certainty of any reserve estimate is a function of the quality of available geological, geophysical, engineering and economic data, and the precision of the engineering and geological interpretation and judgment. The estimates of reserves are based on various assumptions, and are inherently imprecise. Although Magnum Hunter believe these estimates are reasonable, actual future production, cash flows, taxes, development expenditures, operating expenses and quantities of recoverable oil and natural gas reserves may vary substantially from these estimates.

(3) Natural gas is converted to oil equivalent at a ratio of six Mcf of natural gas to one Bbl of oil.

(4) Magnum Hunter sold certain Eagle Ford Shale and Pearsall Shale assets in January 2014 and all of its Canadian properties in April and May 2014 (the reserves attributable to which assets are reflected in the tables above)

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(1) MMBoe is defined as one million barrels of oil equivalent determined using the ratio of six Mcf of natural gas to one Bbl of crude oil, condensate or natural gas liquids..

(2) Magnum Hunter sold certain Eagle Ford Shale and Pearsall Shale assets in January 2014 and all of its Canadian properties in April and May 2014 (the reserves attributable to which assets are reflected in the table above).

Basis of Reserves Estimation

CG&A evaluated the Company’s oil and gas reserves on a consolidated basis as of 31 December 2013. The technical persons responsible for preparing the Company’s proved reserves estimates meet the requirements with regard to qualifications, independence, objectivity and confidentiality set forth in the Standards Pertaining to the Estimating and Auditing of Oil and Gas Reserves Information promulgated by the Society of Petroleum Engineers. CG&A does not own an interest in any of the Company’s properties and is not employed by Magnum Hunter on a contingent basis.

Magnum Hunter maintains an internal staff of petroleum engineers and geoscience professionals who work closely with CG&A to ensure the integrity, accuracy and timeliness of the data used to calculate the Company’s proved oil and gas reserves. The Company’s internal technical team members meet with CG&A periodically throughout the year to discuss the assumptions and methods used in the proved reserve estimation process. Magnum Hunter provide historical information to CG&A for the Company’s properties such as ownership interest; oil and gas production; well test data; commodity prices; and operating and development costs. The preparation of the Company’s proved reserve estimates is completed in accordance with the Company’s internal control procedures, which include the verification of input data used by CG&A, as well as extensive management review and approval. All of the Company’s reserve estimates are reviewed and approved by the Company’s vice president of reservoir engineering. The Company’s vice president of reservoir engineering holds a B.S. in chemical engineering from Ohio State University with more than 30 years of experience, was a member of the University of Texas External Advisory Committee for Petroleum and Geosystems Engineering and has served in various officer and board of director capacities for the Society of Petroleum Engineers. Reserve estimates for each of the Company’s divisions are also reviewed and approved by the president of that division.

The technologies used in the estimation of the Company’s proved reserves are commonly employed in the oil and gas industry and include seismic and micro-seismic operations, reservoir simulation modelling, analyzing well performance data and geological and geophysical mapping.

Magnum Hunter currently has an extensive inventory of low-risk development drilling locations in the Williston Basin and Marcellus Shale and significant exploration potential in the wet/dry gas window of the Utica Shale in Ohio and West Virginia.

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8.5                              Magnum Hunter’s Acreage as of 31 January 2014

(1) Developed acreage is the number of acres allocated or assignable to producing wells or wells capable of production.

(2) Undeveloped acreage is lease acreage on which wells have not been drilled or completed to a point that would permit the production of commercial quantities of oil and natural gas, regardless of whether such acreage includes proved reserves.

(3) Approximately 47,409 gross acres and 42,418 net acres overlap in Magnum Hunter’s Utica Shale and Marcellus Shale areas.

(4) Magnum Hunter sold all of its Canadian properties in April and May 2014 (the acreage attributable to which assets are reflected in the table above).

(5) Pertains to certain miscellaneous properties in Texas and Louisiana.

(6) The table above does not include acreage Magnum Hunter acquired in May and June 2014 from MNW and other third parties in Ohio and West Virginia.

Substantially all of the leases summarized in the preceding table will expire at the end of their respective primary terms unless the existing lease is renewed or the Company obtains production from the acreage subject to the lease before the end of the primary term; in which event, the lease will remain in effect until the cessation of production.

The following table sets forth the gross and net acres of undeveloped land subject to leases summarized in the preceding 31 January 2014 table that are not currently held by production and therefore will expire during the periods indicated below if not ultimately held by production by drilling efforts: