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Echelon Resources Limited (ASX:ECH) along with its affiliated O.G. Group entities has officially become a substantial shareholder in Horizon Oil Limited by acquiring a 6.64% voting interest, equating to 117,834,145 fully paid ordinary shares as of 2 July 2026. This stake was obtained not through a cash purchase but as scrip consideration after Horizon Oil completed an off-market takeover bid for Cue Energy Resources Limited, issuing shares to Echelon Offshore Limited in exchange for its Cue Energy holdings. A Form 603 Notice of Initial Substantial Holder was filed on 3 July 2026 and signed by Director Andrew Jefferies, formally notifying the market of the group’s position. This marks a significant change in Horizon Oil’s shareholder structure and establishes the O.G. Group — with entities across Singapore, Monaco, and New Zealand — as a prominent new shareholder in Horizon Oil.<\/p> <\/div>
Key Points<\/h3>
- Company: Echelon Resources Limited (ASX:ECH)<\/li>
- Echelon Resources and O.G. Group entities became substantial holders in Horizon Oil Limited on 2 July 2026<\/li>
- The group holds 117,834,145 fully paid ordinary shares in Horizon Oil, representing 6.64% voting power<\/li>
- Shares were received as non-cash scrip consideration from Horizon Oil’s off-market takeover offer for Cue Energy Resources Limited<\/li>
- Echelon Offshore Limited is the registered holder; the broader O.G. Group holds relevant interest under the Corporations Act 2001<\/li>
- Notice was signed by Director Andrew Jefferies and lodged on 3 July 2026<\/li>
- Investors should monitor if the O.G. Group adjusts its Horizon Oil stake and the potential impact on future corporate activity<\/li>
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Crossing the 5% Threshold: How Echelon Resources and the O.G. Group Became Substantial Holders in Horizon Oil<\/h2>
Australian law requires any person or group acquiring a relevant interest of 5% or more in a listed company's voting shares to lodge a Form 603 — Notice of Initial Substantial Holder — within two business days. On 2 July 2026, Echelon Resources Limited, Echelon Offshore Limited, O.G. Oil & Gas (Singapore) Pte. Ltd., and other associated entities (collectively the O.G. Group Holders) crossed this threshold, prompting the disclosure filed the next day.<\/p>
The combined relevant interest held by the group totals 117,834,145 fully paid ordinary shares in Horizon Oil Limited, equal to 6.64% of voting power. Echelon Offshore Limited is the registered holder, while the wider O.G. Group entities hold relevant interest under section 608(3) of the Corporations Act 2001, meaning their interest arises through control or influence over Echelon Offshore rather than direct registered ownership. This distinction is important for investors assessing the nature of the holding.<\/p>
The Cue Energy Takeover That Generated Echelon's Horizon Oil Shareholding<\/h2>
The 117,834,145 Horizon Oil shares held by Echelon Offshore were not purchased on the open market or through a capital raising. Instead, they were issued as non-cash scrip consideration under Horizon Oil’s off-market takeover offer for Cue Energy Resources Limited, as detailed in Horizon Oil’s Replacement Bidder’s Statement dated 19 March 2026. The shares were issued on 2 July 2026 in exchange for Echelon Offshore’s 209,482,924 shares in Cue Energy Resources Limited.<\/p>
This indicates that Echelon Offshore was a significant Cue Energy shareholder before the takeover and converted that position into a substantial stake in Horizon Oil by tendering those shares. This scrip-based acquisition approach is common in the oil and gas sector, where companies use equity as deal currency rather than cash. For Horizon Oil, the transaction consolidates Cue Energy’s register; for the O.G. Group, it shifts exposure from Cue Energy to Horizon Oil.<\/p>
Direct Ownership by Echelon Offshore Limited Versus Broader O.G. Group Interest<\/h2>
The Form 603 distinguishes between two types of relevant interest within the O.G. Group. Echelon Offshore Limited holds a direct relevant interest under section 608(1)(a) of the Corporations Act — it is both the registered holder and entitled to be registered for the 117,834,145 shares, representing straightforward ownership.<\/p>
The other O.G. Group Holders — including O.G. Oil & Gas (Singapore) Pte. Ltd., O.G. Energy Holdings Ltd., O.G. Oil & Gas Limited, and various Echelon entities listed in Annexure A — hold relevant interest under section 608(3), which applies when a person controls voting rights or disposal of shares held by another. The notice confirms these entities are associates under section 12(2)(a) of the Act, forming a unified group for substantial holding disclosures.<\/p>
O.G. Group’s International Corporate Structure Across Singapore, Monaco, and New Zealand<\/h2>
The O.G. Group Holders operate across multiple jurisdictions, reflecting the global nature of oil and gas investments. O.G. Oil & Gas (Singapore) Pte. Ltd. is located at 1A International Business Park, Singapore; O.G. Energy Holdings Ltd. and O.G. Oil & Gas Limited are based at Villa Saint Jean, Monaco. These entities sit atop the group’s control hierarchy.<\/p>
Echelon entities, including Echelon Resources Limited and Echelon Offshore Limited, are based at Level 1, 36 Tennyson Street, Wellington 6011, New Zealand. Additional Echelon-related companies listed in Annexure A include Echelon Pacific Holdings Pty Limited (Melbourne), NZOG Bohorok Pty Limited (Sydney, via KPMG), and several New Zealand-registered entities such as Echelon Petroleum Limited, Echelon Energy Limited, and Echelon Canterbury Limited. This extensive structure highlights the O.G. Group as a sophisticated multi-entity investment and operating group with a long-standing presence in Asia-Pacific oil and gas.<\/p>
Significance of the 6.64% Voting Stake for Horizon Oil’s Shareholder Landscape<\/h2>
A 6.64% holding is a strategically important stake in any ASX-listed company. Although below the 20% threshold that triggers takeover panel scrutiny in Australia, it grants the O.G. Group a meaningful voice in shareholder meetings on ordinary and special resolutions. For an oil and gas company like Horizon Oil — with producing assets in Papua New Guinea and the Asia-Pacific region — having a well-resourced, industry-aligned substantial holder can have strategic and market implications.<\/p>
Investors will likely observe whether the O.G. Group’s entry at this level is purely a financial investment or a foundation for deeper involvement in Horizon Oil’s corporate strategy. The announcement does not disclose any intentions beyond the statutory Form 603 filing. No commentary on future shareholding plans was provided in this update.<\/p>
Andrew Jefferies’ Role as Director and Signatory for the Echelon Group<\/h2>
The Form 603 was signed by Andrew Jefferies as Director on 3 July 2026. Jefferies signed on behalf of Echelon Resources Limited, reflecting his executive role within the Echelon group. His name appears on the main form and Annexure A, which details the full list of O.G. Group Holders and Echelon entities comprising the associated group.<\/p>
The use of a single director as signatory across the combined O.G. Group and Echelon entities aligns with typical practices for closely held, multi-entity groups managing Australian regulatory disclosures. It underscores consolidated decision-making regarding Horizon Oil shareholding, with Echelon Resources acting as the ASX-listed representative of a broader private oil and gas investment group.<\/p>
Non-Cash Scrip Consideration Confirms Completion of Cue Energy Takeover<\/h2>
The issuance of 117,834,145 Horizon Oil shares as non-cash scrip consideration on 2 July 2026 confirms settlement of this tranche of the Cue Energy acquisition on that date. Horizon Oil’s Replacement Bidder’s Statement dated 19 March 2026 outlined the terms allowing Cue Energy shareholders to exchange their shares for Horizon Oil scrip.<\/p>
Echelon Offshore’s 209,482,924 Cue Energy shares were among the largest parcels tendered, resulting in 117,834,145 new Horizon Oil shares issued to Echelon Offshore. The implied exchange ratio of approximately 0.5624 Horizon Oil shares per Cue Energy share matches the bidder’s statement terms. The Form 603 did not disclose any additional cash or other consideration related to this transaction.<\/p>
Regulatory Framework: Form 603 Requirements and Corporations Act Compliance<\/h2>
Form 603 is mandated under section 671B of the Corporations Act 2001, requiring any person becoming a substantial holder in a listed entity to notify both the entity and ASX within two business days of crossing 5%. The form must disclose total securities held, nature of relevant interest, registered holder details, and consideration paid for securities acquired in the preceding four months.<\/p>
In this case, the O.G. Group’s entire relevant interest arose from the single scrip transaction on 2 July 2026, with no prior open-market acquisitions to report within the four-month lookback. The group complied with the two-business-day lodgement rule by filing on 3 July 2026, consistent with statutory requirements. Investors can be assured the disclosure is timely and comprehensive based on the update.<\/p>
Implications for Echelon Resources Shareholders Amid Strategic Oil and Gas Repositioning<\/h2>
For shareholders of Echelon Resources Limited (ASX:ECH), this update reveals the group’s strategic repositioning in the Asia-Pacific oil and gas sector. By converting a large Cue Energy holding into a 6.64% stake in Horizon Oil through the takeover scrip process, the Echelon and O.G. Group have effectively exchanged one oil and gas exposure for another. Horizon Oil is now a more consolidated entity post-takeover, incorporating Cue Energy’s assets.<\/p>
Key upcoming developments for investors include whether Echelon Offshore or other O.G. Group entities file a Form 604 indicating changes to their Horizon Oil stake, any further corporate activity involving Horizon Oil or Cue Energy, and Horizon Oil management’s response to having a significant new institutional-style shareholder. The immediate impact on ECH’s share price was not clear at the time of the update.<\/p>
Crossing the 5% Threshold: How Echelon Resources and the O.G. Group Became Substantial Holders in Horizon Oil<\/h2>
Australian law requires any person or group acquiring a relevant interest of 5% or more in a listed company's voting shares to lodge a Form 603 — Notice of Initial Substantial Holder — within two business days. On 2 July 2026, Echelon Resources Limited, Echelon Offshore Limited, O.G. Oil & Gas (Singapore) Pte. Ltd., and other associated entities (collectively the O.G. Group Holders) crossed this threshold, prompting the disclosure filed the next day.<\/p>
The combined relevant interest held by the group totals 117,834,145 fully paid ordinary shares in Horizon Oil Limited, equal to 6.64% of voting power. Echelon Offshore Limited is the registered holder, while the wider O.G. Group entities hold relevant interest under section 608(3) of the Corporations Act 2001, meaning their interest arises through control or influence over Echelon Offshore rather than direct registered ownership. This distinction is important for investors assessing the nature of the holding.<\/p>
The Cue Energy Takeover That Generated Echelon's Horizon Oil Shareholding<\/h2>
The 117,834,145 Horizon Oil shares held by Echelon Offshore were not purchased on the open market or through a capital raising. Instead, they were issued as non-cash scrip consideration under Horizon Oil’s off-market takeover offer for Cue Energy Resources Limited, as detailed in Horizon Oil’s Replacement Bidder’s Statement dated 19 March 2026. The shares were issued on 2 July 2026 in exchange for Echelon Offshore’s 209,482,924 shares in Cue Energy Resources Limited.<\/p>
This indicates that Echelon Offshore was a significant Cue Energy shareholder before the takeover and converted that position into a substantial stake in Horizon Oil by tendering those shares. This scrip-based acquisition approach is common in the oil and gas sector, where companies use equity as deal currency rather than cash. For Horizon Oil, the transaction consolidates Cue Energy’s register; for the O.G. Group, it shifts exposure from Cue Energy to Horizon Oil.<\/p>
Direct Ownership by Echelon Offshore Limited Versus Broader O.G. Group Interest<\/h2>
The Form 603 distinguishes between two types of relevant interest within the O.G. Group. Echelon Offshore Limited holds a direct relevant interest under section 608(1)(a) of the Corporations Act — it is both the registered holder and entitled to be registered for the 117,834,145 shares, representing straightforward ownership.<\/p>
The other O.G. Group Holders — including O.G. Oil & Gas (Singapore) Pte. Ltd., O.G. Energy Holdings Ltd., O.G. Oil & Gas Limited, and various Echelon entities listed in Annexure A — hold relevant interest under section 608(3), which applies when a person controls voting rights or disposal of shares held by another. The notice confirms these entities are associates under section 12(2)(a) of the Act, forming a unified group for substantial holding disclosures.<\/p>
O.G. Group’s International Corporate Structure Across Singapore, Monaco, and New Zealand<\/h2>
The O.G. Group Holders operate across multiple jurisdictions, reflecting the global nature of oil and gas investments. O.G. Oil & Gas (Singapore) Pte. Ltd. is located at 1A International Business Park, Singapore; O.G. Energy Holdings Ltd. and O.G. Oil & Gas Limited are based at Villa Saint Jean, Monaco. These entities sit atop the group’s control hierarchy.<\/p>
Echelon entities, including Echelon Resources Limited and Echelon Offshore Limited, are based at Level 1, 36 Tennyson Street, Wellington 6011, New Zealand. Additional Echelon-related companies listed in Annexure A include Echelon Pacific Holdings Pty Limited (Melbourne), NZOG Bohorok Pty Limited (Sydney, via KPMG), and several New Zealand-registered entities such as Echelon Petroleum Limited, Echelon Energy Limited, and Echelon Canterbury Limited. This extensive structure highlights the O.G. Group as a sophisticated multi-entity investment and operating group with a long-standing presence in Asia-Pacific oil and gas.<\/p>
Significance of the 6.64% Voting Stake for Horizon Oil’s Shareholder Landscape<\/h2>
A 6.64% holding is a strategically important stake in any ASX-listed company. Although below the 20% threshold that triggers takeover panel scrutiny in Australia, it grants the O.G. Group a meaningful voice in shareholder meetings on ordinary and special resolutions. For an oil and gas company like Horizon Oil — with producing assets in Papua New Guinea and the Asia-Pacific region — having a well-resourced, industry-aligned substantial holder can have strategic and market implications.<\/p>
Investors will likely observe whether the O.G. Group’s entry at this level is purely a financial investment or a foundation for deeper involvement in Horizon Oil’s corporate strategy. The announcement does not disclose any intentions beyond the statutory Form 603 filing. No commentary on future shareholding plans was provided in this update.<\/p>
Andrew Jefferies’ Role as Director and Signatory for the Echelon Group<\/h2>
The Form 603 was signed by Andrew Jefferies as Director on 3 July 2026. Jefferies signed on behalf of Echelon Resources Limited, reflecting his executive role within the Echelon group. His name appears on the main form and Annexure A, which details the full list of O.G. Group Holders and Echelon entities comprising the associated group.<\/p>
The use of a single director as signatory across the combined O.G. Group and Echelon entities aligns with typical practices for closely held, multi-entity groups managing Australian regulatory disclosures. It underscores consolidated decision-making regarding Horizon Oil shareholding, with Echelon Resources acting as the ASX-listed representative of a broader private oil and gas investment group.<\/p>
Non-Cash Scrip Consideration Confirms Completion of Cue Energy Takeover<\/h2>
The issuance of 117,834,145 Horizon Oil shares as non-cash scrip consideration on 2 July 2026 confirms settlement of this tranche of the Cue Energy acquisition on that date. Horizon Oil’s Replacement Bidder’s Statement dated 19 March 2026 outlined the terms allowing Cue Energy shareholders to exchange their shares for Horizon Oil scrip.<\/p>
Echelon Offshore’s 209,482,924 Cue Energy shares were among the largest parcels tendered, resulting in 117,834,145 new Horizon Oil shares issued to Echelon Offshore. The implied exchange ratio of approximately 0.5624 Horizon Oil shares per Cue Energy share matches the bidder’s statement terms. The Form 603 did not disclose any additional cash or other consideration related to this transaction.<\/p>
Regulatory Framework: Form 603 Requirements and Corporations Act Compliance<\/h2>
Form 603 is mandated under section 671B of the Corporations Act 2001, requiring any person becoming a substantial holder in a listed entity to notify both the entity and ASX within two business days of crossing 5%. The form must disclose total securities held, nature of relevant interest, registered holder details, and consideration paid for securities acquired in the preceding four months.<\/p>
In this case, the O.G. Group’s entire relevant interest arose from the single scrip transaction on 2 July 2026, with no prior open-market acquisitions to report within the four-month lookback. The group complied with the two-business-day lodgement rule by filing on 3 July 2026, consistent with statutory requirements. Investors can be assured the disclosure is timely and comprehensive based on the update.<\/p>
Implications for Echelon Resources Shareholders Amid Strategic Oil and Gas Repositioning<\/h2>
For shareholders of Echelon Resources Limited (ASX:ECH), this update reveals the group’s strategic repositioning in the Asia-Pacific oil and gas sector. By converting a large Cue Energy holding into a 6.64% stake in Horizon Oil through the takeover scrip process, the Echelon and O.G. Group have effectively exchanged one oil and gas exposure for another. Horizon Oil is now a more consolidated entity post-takeover, incorporating Cue Energy’s assets.<\/p>
Key upcoming developments for investors include whether Echelon Offshore or other O.G. Group entities file a Form 604 indicating changes to their Horizon Oil stake, any further corporate activity involving Horizon Oil or Cue Energy, and Horizon Oil management’s response to having a significant new institutional-style shareholder. The immediate impact on ECH’s share price was not clear at the time of the update.<\/p>
