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HYTERRA LTD AGM Information 2014

Jan 28, 2014

65084_rns_2014-01-28_abb018ef-707e-4f6a-9e6e-5d57e8a8f40f.pdf

AGM Information

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TRIPLE ENERGY LIMITED

ACN 116 829 675

GENERAL MEETING TO BE HELD ON 12 FEBRUARY 2014 - DOCUMENTS TO ACCOMPANY NOTICE OF MEETING DATED 10 JANUARY 2013

  • STATEMENT BY TRIPLE ENERGY BOARD OF DIRECTORS

  • MEMBERS’ STATEMENT BY REQUISITIONING SHAREHOLDERS

Triple Directors reaffirm their recommendation that Shareholders

VOTE AGAINST

all Resolutions

TRIPLE ENERGY LIMITED

STATEMENT TO SHAREHOLDERS

Background

As announced on 10 January 2014, the Company received a notice ( Notice ) advising that certain shareholders requested that a general meeting of shareholders be held in accordance with Sections 249D of the Corporations Act ( Requisition ) with resolutions proposing that the majority of the Board be changed such that the Requisitioning Shareholders’ nominees might control the Board.

The Requisitioning Shareholders are each also holders of performance shares received as consideration pursuant to the Company’s acquisition of CFT Heilongjiang (HK) Ltd and their holdings of Shares were also received by the Requisitioning Shareholders as part of that transaction ( Performance Shareholders ).

At the time of sending the Notice to Triple, the Requisitioning Shareholders did not provide Triple with a statement in relation to the matters of the proposed Resolutions nor had the Requisitioning Shareholders provided any information or justification for the proposed changes to the Board, despite a request form the Company for them to do so. The Company has since received a request from the Requisitioning Shareholders that the Company despatch the attached members’ statement ( Members’ Statement ) to Shareholders.

TRIPLE ENERGY’S RESPONSE TO THE REQUISITIONING SHAREHOLDERS MEMBERS’ STATEMENT

The Board refers you to the Members’ Statement attached that was prepared by the Requisitioning Shareholders. The Triple Board repeats its strong advice to vote AGAINST all of the proposed Resolutions . Triple is of the view that the Members’ Statement contains many statements that are not true or accurate.

  • 1) The Requisitioning Shareholders agenda is in Triple’s view to take Control of the Company for the interests of the vendors & Performance Shareholders, not the interests of the Shareholders as a whole .

It is the Board’s opinion that this group of shareholders have a single agenda of taking control of Triple such that they can be in a position to influence the issue of additional vendor shares to themselves and to try to avoid legal action against them for misleading Triple at the time the transaction was entered into.

  • 2) The Requisitioning Shareholders’ criticisms of Triple management are not true and are baseless .

The Requisitioning Shareholders have gone to great lengths to criticise Triple’s management of the project and 2013 well programme, however the status of the project when inherited by Triple was not consistent with that represented by the Vendors as it was nowhere near ready to drill multiple wells, or even one well. Specifically, the Vendors asserted that 2-3 wells were ready to drill immediately at a well cost of approximately $550,000 per well. Due to the poor status of project planning by CFT prior to Triple taking over, this proved to not be achievable for the first well.

Triple management have substantial experience in drilling oil and gas wells. Mr Underwood has been a Director and/or senior manager in the oil and gas sector for over 30 years and companies he has managed have participated in the drilling of hundreds of wells, many as Operator – he knows how to manage the preparation for and the drilling of a well. Triple

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applied a high level of professionalism and competence in advancing the status of this project when it assumed day to day control.

Triple relied on the vendors’ representations as to the readiness to drill wells and this is the basis on which the Share Purchase Agreement ( Agreement ) was structured. On discovering that these representations were not true, it required significant additional work by Triple to be undertaken at significant expense to prepare for the drilling of the first project well.

Triple has formally advised the Vendors of legal claims it has against them for these misrepresentations and is intending to pursue its legal rights in due course.

3) Triple has honoured the Share Purchase Agreement

Triple historically said that it would provide funds of approximately $3m for the project based on the vendors’ representations of the estimated costs of the wells at the time of entering the Agreement. It has in fact provided approximately $4m and hence more than honoured its obligations under the Agreement in every respect.

Whilst not obligated to do so, Triple has spent considerable time with the vendors seeking a compromise to the performance shares but in the opinion of Triple’s Board the expectations of the vendors has not been realistic and their conduct has not been in good faith.

4) The Requisitioning Shareholders have not demonstrated an understanding of oil and gas operations – their technical work and project management prior to Triple taking over was sub-standard .

It is the Board’s opinion that the Performance Shareholders have a poor understanding of oil and gas field operations. The technical work prepared by CFT prior to Triple taking control was in the opinion of Triple’s Board of a low standard (e.g. the well plan contained basic errors and proposed drilling to targets that were not present at the well location). It is important to note that had Triple drilled the second well as the vendors had intended to, it would almost certainly have failed as it was located in a position where available surrounding borehole data indicated that net gas bearing coal was absent in the primary objective seam. It appears that basic technical evaluation work had not been done.

The vendors were provided with performance shares that were to vest upon certain milestone events occurring. The nature of performance shares is that if a requisite event does not occur, the shares do not vest. The granting of a performance right and setting of a milestone event does not amount to a representation or guarantee that the requisite milestone will be met.

Many things can go wrong in oil and gas operations yet it appears to the Triple Board that the vendors believe they should be immune from this and should get the performance shares regardless of whether the performance milestones are met or not.

Notwithstanding the poorly developed status of the project when Triple assumed day to day control, Triple executed the well plan as provided by the vendors and did as much technical work to advance the project as it possibly could have, with the funds available.

The Board is of the firm opinion that had Triple not taken over this project, it would now be at serious risk of having failed completely. Given this, it is the Board’s opinion that to consider reinstalling parties nominated by the Requisitioning Shareholders or vendors representatives to control the project would clearly not be in the interests of Triple’s Shareholders.

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5) The Vendor Shareholders declined to engage with investors who proposed an attractive funding package for the 2014 well programme last December .

If the Requisitioning Shareholders are genuinely concerned about expediting the project, the Board questions why they declined to engage with experienced CBM investors introduced by Triple who proposed funding for the 2014 well programme on what Triple considered to be attractive terms. Indeed, the actions of the Vendors in threatening to commence legal proceedings against Triple and the Requisitioning Shareholders calling this Meeting have jeopardised the funding options for Triple.

6) Triple got the job done despite the un-advanced status of the project.

The Performance Shareholders were granted this project in 2010. In the Board’s opinion, they had done very little work until November/December 2012 when Triple agreed to acquire the project and loaned them $500,000 in funding to start work on the first well. Triple organised the programme and drilled the well according to the well plan (provided by the vendors) within 3 months of winter finishing in 2013. Triple achieved this despite the vendors having done materially less to progress the project and prepare for drilling than had been represented.

7) The relationship with the Chinese partner has never been better .

The Requisitioning Shareholders have attempted to suggest to Shareholders that Triple management does not have a good relationship with the Chinese partners, Longmay.

The facts are that the relationship with the Chinese partner has never been better because of the work done by Messrs Paul Underwood and Greg Meldrum. Mr Underwood and Mr Meldrum were warmly welcomed by the Chinese partners a few weeks ago to present the proposed 2014 well plans, locations and objectives and to seek Longmay’s input. Longmay was pleased with this engagement and following subsequent technical meetings endorsed the work done by Triple. Longmay made special note of the fact that Mr Underwood and Mr Meldrum had this year consulted with them on the proposed well plans, well locations and objectives and indicated that CFT had not done this last year and ignored critical advice. Longmay are very aware that it has been Triple that has actually done something tangible on the project by drilling the first well and advancing the technical work.

The Board strongly advises Shareholders that a new Board and management as proposed by the Requisitioning Shareholders could be catastrophic to the relationship with Longmay and the project’s future. The Board advises Shareholders that in its opinion, such a change of management would likely not be tolerated by Longmay, especially given the proposed appointment of a Board apparently without CBM or oil and gas management experience.

The value of the hard work done by Messrs Paul Underwood and Greg Meldrum to build this relationship should not be under-estimated in the Board’s opinion.

8) Share price

In the Board’s opinion, the fall in the Share price as pointed out by the Requisitioning Shareholders is largely due to the baseless legal threats by them having hampered Triple’s efforts to raise more capital required for the next drilling programme to be advanced.

The amount of Triple management time consumed by addressing these baseless legal threats have been a significant cost to the Company and destructive of Shareholder value.

End of Triple Energy Ltd Statement

Below is a duplicate of the original Members’ Statement received by the Company from the Requisitioning Shareholders.

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SECTION 249P STATEMENT

The Requisitioning Shareholders make the following statements regarding the proposed removal of Paul Underwood and Greg Meldrum (together, Directors ) as directors of the Company:

  • 1) Given that the milestones for the Performance Shares to be issued to the Requisitioning Shareholders under the Share Purchase Agreement seek to develop the Heilongjiang Project to achieve the maximum increase in value of the Project, the Requisitioning Shareholders are highly motivated to expedite the development of the Project to achieve the best return for all Shareholders.

  • 2) Despite the Company announcing that it satisfactorily completed extensive technical due diligence on the Project and agreed to complete testing on wells of the Project in order to obtain specific data to enable an experts report to confirm recoverable gas estimates ( Testing ) on or before 6 November 2013 ( Milestone ) on the basis of this due diligence and having approximately $4 million to acquire the relevant data, only one well was drilled and the Testing was not conducted. Accordingly, the Milestone was unable to be satisfied as the relevant data was not obtained. The Requisitioning Shareholders hold grave concerns for the future of the Company if only one well has been drilled without completing the Testing required with $4 million.

  • 3) More importantly, the Testing is required to develop the Project irrespective of the Share Purchase Agreement and the failure to complete the Testing has resulted in an increase in costs and denies all Shareholders any increase in the share price which may have resulted if the Testing prod uced the positive results suggested in the Company’s recent announcements.

  • 4) The Notice of Meeting states that the parties agreed that 2-3 wells would be drilled prior to the end of 2012. This was never intended and would not have been possible to achieve in any event. The Requisitioning Shareholders believe that the tasks required to achieve the Milestone were reasonable and achievable had appropriately experienced management been engaged.

  • 5) The recent placement to raise $600,000 (resulting in all Shareholders suffering significant dilution without any increase in value of the Company) is intended to fund only administrative costs. Accordingly, a further significant capital raising will be required to fund the next stage of drilling.

  • 6) The Requisitioning Shareholders are of the opinion that the increased expenditure and delays in progress of the Project have been a result of Paul Underwood managing the Project from an accounting perspective without understanding the particular time and costs pressures particular to the Project. The Requisitioning Shareholders are also of the opinion that Greg Meldrum does not have the requisite experience in coal bed methane and coal seam gas extra ction to fulfil the role of the Company’s lead technical officer.

  • 7) The Requisitioning Shareholders hold grave concerns for the sustainability of the relationship with the Chinese partner if the Project continues to be mismanaged by the Directors. The Company has extensive operational and funding obligations in respect of the Project and a breach of these obligations may entitle the Chinese partner to terminate the Company’s interest in the Project, leaving the Company with no assets. Given that the Chinese partner has the exclusive right to the land the subject of the Project, the relationship with the Chinese partner is critical to the Company. The Requisitioning Shareholders are of the opinion that the Directors’ of understanding of the circumstances

of the Project will prevent the efficient development of the Project and disrupt the relationship with the Chinese partner.

  • 8) The share price in February 2013 (prior to commencement of drilling) was 3.7 cents. In December 2013, after completion of the proposed drilling program and announcement of a required Placement to fund administrative costs, the share price had dropped to 0.5 cents. This is clearly indicative of the market’s dissatisfaction with the operations of the Company and management’s direction.

  • 9) The biographies for each of the proposed directors, Ben Cooper and Zoran Nedimovic, are set out below. If appointed, these directors propose appoint Peter Cockcroft (ex European Gas, Blue Energy) and John Baker (ex Senex, QGC, Santos) both highly experienced and qualified coal bed methane experts as the lead technical officers to the Company.

Mr. ZORAN NEDIMOVIC

Zoran has two decades of experience in corporate and investment advisory roles and has employed his expertise in leading both listed and unlisted companies in all facets of strategic business planning, development and investment of resources. His broad knowledge and experience extend across many business sectors, in particular education, technology, mining and capital markets have enabled him access to decision makers and stake holders.

Zoran holds a Masters in Policy Administration (Monash University). Currently, he works as head of research for HF Global, a global boutique financial and corporate services company in Melbourne, with strong a office presence in Asia. He is a respected professional who has developed strong networks and relationships high net individuals, businesses and relevant stakeholders in Asia across an array of business sectors. In addition, he works in a consulting role for a niche investment wealth creation fund, Asenna Wealth Solutions, as an emerging and new investments analyst.

Mr. BENJAMIN COOPER

Mr. Benjamin Heath Cooper is a professional corporate advisor and mining executive with more than 15 years experience in the capital markets. Mr. Cooper serves as Managing Director of Paradise Capital Pty Ltd a company that specialises in providing corporate financial and advisory services.

In his capacity as Chairman, Managing Director and/or Executive Director, Mr. Cooper has played a significant role in successfully funding and developing Australian mining projects. In his capacity as a Corporate Advisor he has considerable expertise in the restructure and financing of entities, and has raised in excess of $100m.

Mr. Cooper is currently a director of Frontier Oil and Gas and also ASX Listed BioProspect Limited.