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HYTERRA LTD AGM Information 2014

Jan 9, 2014

65084_rns_2014-01-09_88b1b5b8-89e3-4914-b76c-fd1a56c22d44.pdf

AGM Information

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TRIPLE ENERGY LIMITED

ACN 116 829 675

NOTICE OF GENERAL MEETING

TIME : 10:30 am (WST) DATE : 12 February 2014 PLACE : The offices of BDO, 38 Station St, Subiaco, Western Australia

Recommending Directors recommend Shareholders VOTE AGAINST all resolutions

This Notice of Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting.

Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary on (+61 8) 9321 0771.

CONTENTS PAGE

Business of the Meeting (setting out the proposed resolutions) 3
Explanatory Statement (explaining the proposed resolutions) 4
Glossary 9
Schedule 1 – Director Statement – Mr Greg Meldrum 10
Schedule 2 – Director Statement – Mr Paul Underwood 12
Proxy Form

IM PORTANT INFORM ATION

TIME AND PLACE OF MEETING

Notice is given that the meeting of the Shareholders to which this Notice of Meeting relates will be held at 10:30 am (WST) on 12 Febraury 2014 at:

The offices of BDO, 38 Station St, Subiaco, Western Australia.

YOUR VOTE IS IMPORTANT

The business of the Meeting affects your shareholding and your vote is important.

VOTING ELIGIBILITY

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered Shareholders at 5pm (WST) on 10 February 2014.

VOTING IN PERSON

To vote in person, attend the Meeting at the time, date and place set out above.

VOTING BY PROXY

To vote by proxy, please complete and sign the enclosed Proxy Form and return by the time and in accordance with the instructions set out on the Proxy Form.

In accordance with section 249L of the Corporations Act, members are advised that:

  • each member has a right to appoint a proxy;

  • the proxy need not be a member of the Company; and

  • a member who is entitled to cast 2 or more votes may appoint 2 proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If the member appoints 2 proxies and the appointment does not specify the proportion or number of the member’s votes, then in accordance with section 249X(3) of the Corporations Act, each proxy may exercise one-half of the votes.

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New sections 250BB and 250BC of the Corporations Act came into effect on 1 August 2011 and apply to voting by proxy on or after that date. Shareholders and their proxies should be aware of these changes to the Corporations Act, as they will apply to this Meeting. Broadly, the changes mean that:

  • if proxy holders vote, they must cast all directed proxies as directed; and

  • any directed proxies which are not voted will automatically default to the Chair, who must vote the proxies as directed.

Further details on these changes is set out below.

Proxy vote if appointment specifies way to vote

Section 250BB(1) of the Corporations Act provides that an appointment of a proxy may specify the way the proxy is to vote on a particular resolution and, if it does :

  • the proxy need not vote on a show of hands, but if the proxy does so, the proxy must vote that way (i.e. as directed); and

  • if the proxy has 2 or more appointments that specify different ways to vote on the resolution – the proxy must not vote on a show of hands; and

  • if the proxy is the chair of the meeting at which the resolution is voted on – the proxy must vote on a poll, and must vote that way (i.e. as directed); and

  • if the proxy is not the chair – the proxy need not vote on the poll, but if the proxy does so, the proxy must vote that way (i.e. as directed).

Transfer of non-chair proxy to chair in certain circumstances

Section 250BC of the Corporations Act provides that, if:

  • an appointment of a proxy specifies the way the proxy is to vote on a particular resolution at a meeting of the Company's members; and

  • the appointed proxy is not the chair of the meeting; and

  • at the meeting, a poll is duly demanded on the resolution; and

  • either of the following applies:

  • the proxy is not recorded as attending the meeting;

  • the proxy does not vote on the resolution,

the chair of the meeting is taken, before voting on the resolution closes, to have been appointed as the proxy for the purposes of voting on the resolution at the meeting.

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BUSINESS OF THE M EETING

AGENDA

1. RESOLUTION 1 – APPOINTMENT OF DIRECTOR – BENJAMIN HEATH COOPER

To consider and, if thought fit, to pass the following resolution as an ordinary resolution :

“That, for the purposes of clause 13.3 of the Constitution and for all other purposes, Mr Benjamin Heath Cooper be appointed as a Director of the Company with immediate effect.”

2. RESOLUTION 2 – APPOINTMENT OF DIRECTOR – ZORAN NEDIMOVIC

To consider and, if thought fit, to pass the following resolution as an ordinary resolution :

“That, for the purposes of clause 13.3 of the Constitution and for all other purposes, Mr Zoran Nedimovic be appointed as a Director of the Company with immediate effect.”

3. RESOLUTION 4 – REMOVAL OF DIRECTOR – GREG MELDRUM

To consider and, if thought fit, to pass the following resolution as an ordinary resolution :

“That, subject to, at the time this resolution is approved by members, the Company having at least three Directors (excluding Mr Greg Meldrum), Mr Greg Meldrum be removed from the office as a Director of the Company with immediate effect.”

4. RESOLUTION 4 – REMOVAL OF DIRECTOR – PAUL UNDERWOOD

To consider and, if thought fit, to pass the following resolution as an ordinary resolution :

“That, subject to, at the time this resolution is approved by members, the Company having at least three Directors (excluding Mr Paul Underwood), Mr Paul Underwood be removed from the office as a Director of the Company with immediate effect.”

DATED: 10 JANUARY 2014

BY ORDER OF THE BOARD

ALEX NEULING COMPANY SECRETARY

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EXPLANATORY STATEM ENT

This Explanatory Statement has been prepared to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions which are the subject of the business of the Meeting.

1. BACKGROUND

1.1 Section 249D and section 203D notices

On 19 and 20 December 2013, the Company received notices from Mr Robert Pertich notifying the Company that certain shareholders request that the Board convene a General Meeting in accordance with Sections 249D and 203D of the Corporations Act ( Requisition ).

The requisitioning shareholders and their associates hold 5% or more of the share capital in the Company and include: Bubbly Water Pty Ltd (ACN 120 647 065), ECI International Pty Ltd (ACN 099 820 461) and Ralcorp Pty Ltd (ACN 074 337 198) ( Requisitioning Shareholders ).

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 (currently understood to comprise 30,000,000 Shares or 5.76% of all Shares on issue) were also received by the Requisitioning Shareholders as part of that transaction.

The Requisition requested the Directors of the Company to convene a General Meeting of the Company to consider and vote on the matters the subject of Resolutions 1 to 4.

Accordingly, the Directors have called and arranged to hold the General Meeting convened by this Notice pursuant to the Requisition and in accordance with Section 249D of the Corporations Act.

Furthermore, pursuant to Section 203D of the Corporations Act, a public company may by resolution remove a director from office regardless of any provision in that company’s constitution or any agreement between the director and the company.

The Requisitioning Shareholders have not provided to the Company a member statement in relation to the matters the subject of Resolutions 1 to 4, nor have the Requisitioning Shareholders provided any information or justification for the proposed changes to the Board.

The Board is not in a position to speculate on the likely agenda or motives of the Requisitioning Shareholders in initiating the Requisition. The Requisitioning Shareholders have not indicated whether the Requisition is in any way linked to other notices and communication received by the Company from Mr Robert Pertich in his capacity as a representative and beneficial shareholder of CFT Holdings (HK) Ltd and / or as a Performance Shareholder. The Board understands that the validity of the Requisition is not, in any case likely to be affected by the agenda or motives of the Requisitioning Shareholders.

1.2 The Company’s recent history and current strategy

In February 2012, consistent with its disclosed strategy to identify and evaluate new opportunities and projects in the oil and gas sector, the Company

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appointed Mr Paul Underwood, an experienced oil and gas executive, as Executive Chairman, to seek out appropriate new oil and gas investment opportunities. The Company subsequently commenced a process to actively review potential opportunities within the oil and gas sector with a view to identifying an appropriate project in which to participate. In October 2012, the Company announced that it had entered into a conditional share purchase agreement with CFT Holdings (HK) Ltd ( CFT ) to acquire 100% of the issued capital of CFT Heilongjiang (HK) Ltd ( Heilongjiang ) and thereby acquire the 80% profit interest held by Heilongjiang in Heilongjiang Aolong Energy Co. Ltd ( Share Purchase Agreement ). The acquisition was approved by Shareholders in December 2012 and subsequently completed in February 2013.

Consideration for the acquisition comprised principally performance shares in four tranches ( Performance Shares ). Milestones for the conversion of the Performance Shares were negotiated between the Company and CFT and documented in the Share Purchase Agreement. The milestones and their associated expiry dates were determined to align with the Company’s expected forward program, based on representations (now considered by the Company to have been false) made by CFT and its owners (collectively the Vendors ) with regard to, amongst other things, rig and drill site preparedness, geological continuity, overall project progress and costs.

The current Board raised $2.27 million (before costs) in December 2013 through a private placement of shares at 1.5 cents per Share to fund the expected drilling program. In May 2013, the Company announced a further capital-raising to raise $1 million (before costs) through a placement of Shares at 2.2 cents per Share and on 10 June 2013, the Company announced that its first well in China had been spudded. Results from the first well (as released by the Company) have been very encouraging in the view of the Board, although they did not satisfy the milestone for Tranche 1 of the Performance Shares to vest prior to the respective milestone expiry date.

As previously announced by the Company, a process to farmout part of the Company’s Aolong project interest and fund further drilling commenced during 2013. The Company announced on 16 December 2013 that it had arranged the placement of up to 100,000,000 Shares at a price of 0.6 cents per share to raise up to $0.6 million in working capital. Funds will be used to pay ongoing administrative expenses of the Company and to advance discussions with a private equity group that may invest in the Company’s project in China via an issue of new Shares. Whilst there is no agreement at this stage, the Company has been in meaningful discussions with this investor group over the past few months. This group is seen by the Board as a good fit with the Company having strong experience in oil and gas and in particular, coal seam gas extraction. These discussions and a due diligence process is ongoing.

1.3 CFT Holdings (HK) Ltd and Performance Shareholders

The Company has spent considerable time and effort over the past three months investigating potential variations to the vesting conditions under the Share Purchase Agreement which could be in the interests of both Performance Shareholders and Shareholders. Unfortunately the Company has not, to date been able to reach a reasonable and realistic position that the Board considers would be acceptable to the ASX and Shareholders (both of whom would need to approve any variation to the vesting conditions in the Share Purchase Agreement).

The Company does not consider it has any obligation to modify the Share Purchase Agreement which was entered into by the Company based on

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representations made by the Performance Shareholders. The Performance Shareholders have made, in the opinion of the Board, baseless threats of legal action against the Company. In these circumstances the Board does not consider that a board controlled by the nominees of the Requisitioning Shareholders (each of whom are Performance Shareholders) is likely be in the best interests of Shareholders. The intention of the current Board is to robustly defend the interests of the Company and Shareholders in any negotiations or disputes with CFT Holdings (HK) Ltd and / or the Performance Shareholders.

1.4 Company’s future strategy

The Company’s current strategy, as described in explanatory statement 1.2 ( Current Strategy ), may vary if all or some of Resolutions 1 to 4 are passed.

No information has been provided by the Requisitioning Shareholders on any proposed changes to the Company’s strategy. In the event that Resolutions 1 to 4 are passed, the majority of the Board will be nominees of the Requisitioning Shareholders (each of whom is also a Performance Shareholder). No information has been provided by the Requisitioning Shareholder on how their nominees would propose to deal with any future negotiations and / or disputes with the Performance Shareholders (including the Requisitioning Shareholders).

If Resolutions 1 to 4 are not passed, the current Board intends to continue with the Current Strategy.

2. RESOLUTIONS 1 TO 2 – APPOINTMENT OF DIRECTORS

2.1 General

Clause 13.4 of the Constitution allows the Company to appoint at any time a person to be a Director as an addition to the existing Directors, but only where the total number of Directors does not at any time exceed the maximum number specified by the Constitution.

The Requisition proposed the appointment of additional Directors.

2.2 Proposed Directors

The proposed additional Directors are:

(a) subject to the passing of Resolution 1, Mr Benjamin Heath Cooper; and

(b) subject to the passing of Resolution 2, Mr Zoran Nedimovic,

( Proposed Directors ).

The Company confirms that it has not received a valid nomination and consent to act, in relation to each Proposed Director.

2.3 Profiles, background and further information

The Company has not received any profiles, background or further information in respect of each Proposed Director or their intentions in relation to the future strategy of the Company.

2.4 Recommendation

The Board recommend that you vote AGAINST Resolutions 1 and 2.

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2.5 Appointment of Proposed Directors

Subject to the receipt of a valid nomination and consent to act, in relation to a Proposed Director and the passing of a resolution in favour of the appointment of that Proposed Director, that appointment will take effect immediately.

3. RESOLUTIONS 3 TO 4 – REMOVAL OF DIRECTORS

3.1 General

Under section 203D, a company may by resolution remove a director from office.

The Requisitioning Shareholders, in accordance with requirements of section 203D have given notice of their intention to move Resolutions 3 to 4, for the removal of existing Directors, Mr Greg Meldrum and Mr Paul Underwood ( Existing Directors ) from their respective office of Director.

3.2 Existing Directors

If the motion is successful, each Existing Director may be removed as follows:

  • (a) subject to the passing of Resolution 3, Mr Greg Meldrum; and

  • (b) subject to the passing of Resolution 4, Mr Paul Underwood.

Mr Greg Meldrum

Mr Greg Meldrum is a Petroleum Geologist with a Major in Geology from the University of Newcastle, NSW. He has over 40 years experience in Australian and international oil and gas exploration and development.

Mr Meldrum has worked for major companies such as Esso, Burmah Oil Company, Marathon Petroleum, Apache Energy and Japan Australia LNG as well as in his own right as a consultant. He was also Technical Director and Board member for Petro Matad Ltd, a London Stock Exchange listed company.

Mr Paul Underwood

Mr Paul Underwood is a Chartered Accountant with 30 years of experience in the upstream oil and gas sector. He was the former founding Managing Director and Chief Executive Officer of Tap Oil Limited, a position he held for eleven years. Mr Underwood presided over Tap Oil during its progression from an unlisted junior start-up company into a significant participant in the oil and gas sector with a market capitalisation of several hundred million dollars.

Mr underwood won the Ernst and Young Entrepreneur of the Year award in 2003.

Mr Underwood is also a Non-Executive Director of Western Power, a Western Australian state owned electricity utility, a position he has held for over three years.

3.3

Director Statements

Each Existing Director has prepared a director statement speaking against the motion that they be removed from their office as a Director of the Company ( Director Statements ).

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The Director Statements have been set out as follows:

  • (a) Schedule 1 – Mr Greg Meldrum; and

  • (b) Schedule 2 – Mr Paul Underwood.

3.4 Recommendations

Resolution 3

The Board (other than Mr Greg Meldrum) recommend that you vote AGAINST Resolution 3. Mr Meldrum has abstained due to his material personal interest in the Resolution.

Resolution 4

The Board (other than Mr Paul Underwood) recommend that you vote AGAINST Resolution 4. Mr Underwood has abstained due to his material personal interest in the Resolution.

3.5 Removal of Existing Directors

Subject to the passing of a resolution in favour of the removal of an Existing Director, that removal will take effect immediately.

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GLOSSARY

$ means Australian dollars.

ASIC means the Australian Securities and Investments Commission.

ASX means ASX Limited.

ASX Listing Rules means the Listing Rules of ASX.

Board means the current board of directors of the Company.

Business Day means Monday to Friday inclusive, except New Year’s Day, Good Friday, Easter Monday, Christmas Day, Boxing Day, and any other day that ASX declares is not a business day.

Chair means the chair of the Meeting.

Company means Triple Energy Limited (ACN 116 829 675).

Constitution means the Company’s constitution.

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the current directors of the Company.

Explanatory Statement means the explanatory statement accompanying the Notice.

General Meeting or Meeting means the meeting convened by the Notice.

Notice or Notice of Meeting means this notice of meeting including the Explanatory Statement and the Proxy Form.

Performance Share means a performance share issued under the Share Purchase Agreement.

Performance Shareholder mean a holder of a Performance Share.

Proxy Form means the proxy form accompanying the Notice.

Recommending Directors means those Directors who have not abstained from providing a recommendation to Shareholders in respect of a Resolution that they may have a material personal interest in.

Resolutions means the resolutions set out in the Notice, or any one of them, as the context requires.

Share means a fully paid ordinary share in the capital of the Company.

Share Purchase Agreement has the meaning given to it under Explanatory Statement 1.2.

Shareholder means a holder of a Share.

WST means Western Standard Time as observed in Perth, Western Australia.

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SCHEDULE 1 – DIRECTOR STATEM ENT – GREG M ELDRUM

Dear Shareholders,

I graduated as a geologist with a Bachelor of Science Degree from Newcastle University (NSW) in 1971 and my career as a geologist now exceeds 42 years. I have worked principally for major operating companies in Australia, Egypt, Tunisia and Indonesia in technical and management positions including extensive wellsite work through to Exploration and New Ventures Manager.

I have proven ability to successfully apply and synthesise a wide range of geoscientific disciplines (interpreting depositional environments, prospect generation, fault analysis etc) and management skills that have resulted in multiple discoveries of commercial oil reserves in Australia, Egypt, Tunisia and Indonesia.

I have consulted widely for large international and Australian clients (Japan Australia LNG (MIMI) and Santos) as well as being a co-founder and Technical Director of Petro Matad Ltd and assisted in a successful listing of that Company on the London Stock Exchange.

I started working as a consultant for the Company in August 2013 and was appointed to the Board as non-executive Director on 27th November, 2013. My role has required me to apply my experience and knowledge in sedimentology and data analysis to evaluate the results of operations to date and to evaluate the existing data base of wells and maps produced by Long May. This was followed by preparing recommendations for well locations for the 2014 operations.

Early in this process I came to the conclusion that whilst the project has great potential, the technical work completed prior to the Company investing was of a very rudimentary standard and has likely compromised the 2013 well programme recently executed. Specifically, it appears to me that:

  1. The geology was far more complex than previously represented by the Vendors. For example, the Hegang area is extensively faulted and compartmentalised. Without detailed technical work and interpretation, successful development of the area will likely to involve a higher risk and added expense. While I believe this can be easily addressed with the amount of date available, it is not clear what, if any technical resources will be available to the proposed Directors and I believe that to hand this project back to the Vendors would not be in Shareholders interests.

  2. The location of Xian Xian-1 was not optimum and the predicted section showed objectives that were unlikely to be present. This is the result of inadequate technical work in the planning of this well prior to the Company acquiring the project. I strongly believe that wells should be drilled as close as practical to existing bore-hole geological control to avoid the chance of intersecting faults that had not been interpreted. Xian Xian-1 was not drilled in this way and consequently it penetrated a fault that resulted in Seam 18 (one of the key seams) being faulted out. Based on the data now available, Seam 30 (another key seam) is not present and drilling should have been terminated after failing to penetrating Seam 22.

  3. The proposed second well (which was not drilled) would have had a very high risk of failure. My subsequent analysis of the well data, which was available to the Vendors prior to operations commencing in 2013, indicated that the proposed well is surrounded by boreholes that did not penetrate any net coal in

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Seam 3 (the principal objective). The well would have been a failure and thus it was serendipitous that the Company did not drill a well at this location.

  1. From reviewing the documentation of the drilling of the Xian Xian -1 well, it is apparent that the well was not adequately planned as evidenced by basic errors prior to the Company taking control.

The above are examples which clearly show that that there has been inadequate evaluation of the available data and adequate planning prior to the Company taking control. This poor evaluation of data has compromised the results of Xian Xian-1 and would have caused a failure in the second well.

Based on my experience, I have identified multiple future locations, two of which are selected for core hole drilling during the 2014 operations. I believe that these have a high chance of penetrating all predicted coal seams without intersecting unrecognised faults. I believe I have the relevant experience to provide the required input to advance the Company’s CBM endeavours.

The Company has the technical experience and expertise via myself and CBM specialist consultants to properly and thoroughly execute the wells for this project. To hand control of the Company back to the Vendors via their representative directors as proposed by the Resolutions herein would not be in the interests of Shareholders. I therefore urge Shareholders to vote against all the Resolutions proposed.

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SCHEDULE 2 – DIRECTOR STATEM ENT – PAUL UNDERWOOD

Dear Shareholders,

The Meeting has been called by a group of the Shareholders who are the main recipients of Performance Shares as consideration for the project the Company acquired in December 2012 and settled in February 2013.

In summary, during the past 3 months, they have been demanding that the Company issue additional share consideration to which they are not entitled under the Sale and Purchase Agreement entered into when the Company acquired the Chinese CBM asset.

Whilst the Company is not obliged to vary the Sale and Purchase Agreement, we have spent the last three months engaging with the Vendors in a diligent manner to try to find a compromise solution to this matter. However it now appears that the Vendors’ agenda is simply to secure control of the Company such that they may be in a position to unfairly influence a variation of the Sale and Purchase Agreement other than in a way which is likely to be in the interests of all Shareholders.

I accordingly caution all Shareholders of the hidden agenda of the Requisitioning Shareholders by seeking removal of the incumbent management.

I urge you to vote against all Resolutions.

BACKGROUND

The performance hurdles required for the Tranche 1Performance Shares to vest as set out in the Sale and Purchase Agreement were not met prior to the respective vesting expiry date vesting and it is unlikely that the respective performance hurdles will be met prior to the relevant milestone expiry dates for the remaining tranches of the Performance Shares.

The immediate readiness to drill 2-3 wells in late 2012 at an estimated cost of $550k per well were some of the fundamental reasons why the Company invested in the asset. However, it has since become apparent that these representations made by the Vendors were not accurate.

Whilst the results of the Xian-Xian-1 well were very positive, it took much longer to drill and cost significantly more than the Vendors originally represented and the stock market has assessed the Share price accordingly.

The Company’s management and the current Board have worked tirelessly to execute the first well as efficiently as possible despite the significant challenges they had to deal with, mostly due to the poor condition of the project management at handover. Notwithstanding that, in my view the long term value proposition for the CBM project remains very compelling.

Greg Meldrum is the Company’s new Technical Director and he has recently completed significant detailed technical work and identified some fundamental flaws in the work previously done by CFT. He is well qualified and now well advanced in planning the 2014 well programme comprising of up to 4 wells. The Company is further in the process of contracting this programme so to change management at this stage would without doubt, in my view jeopardise this well programme and probably put it back by a year, placing the asset licence to operate at risk.

Planning of the well programme for 2014 is well underway with planned well site visits conducted this month in Hegang along with meetings with our joint venture partners.

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Management and the Board all are of the view that the project has substantial merit and value, providing competent technical work and project management is implemented.

To hand this project back to the control of the Vendors at this stage would not be in the interests of all Shareholders in my view.

As mentioned in recent releases, the Company also has identified a private equity group extremely experienced in oil and gas and CBM. This group has expressed a strong interest in investing into the Company’s project and appointing its own representatives to the Board. It remains the objective of current management to continue to progress its stated farmout strategy to the advantage of all Shareholders.

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PROXY FORM

THIS DOCUMENT IS IMPORTANT. IF YOU ARE IN DOUBT AS TO HOW TO DEAL WITH IT, PLEASE CONTACT YOUR STOCK BROKER OR LICENSED PROFESSIONAL ADVISOR.

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TRIPLE ENERGY LIMITED

REGISTERED OFFICE:

ACN 116 829 675

Unit 15, Level 1 100 Railway Road SUBIACO WA 6008

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SHARE REGISTRY: Security Transfer Registrars Pty Ltd All Correspondence to: PO BOX 535, APPLECROSS WA 6953 AUSTRALIA 770 Canning Highway, APPLECROSS WA 6153 AUSTRALIA T: +61 8 9315 2333 F: +61 8 9315 2233 E: [email protected] W: www.securitytransfer.com.au

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Code: TNP Holder Number:

SECTION A: Appointment of Proxy

I/We, the above named, being registered holders of the Company and entitled to attend and vote hereby appoint:

OR

The meeting Chairperson The name of the person you are appointing (mark with an "X") (if this person is someone other than the Chairperson of the meeting). or failing the person named, or if no person is named, the Chairperson of the Meeting, as my/our Proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, as the Proxy sees fit) at the General Meeting of the Company to be held at 10.30am WST on Wednesday, 12 February 2014 at The offices of BDO, 38 Station St, Subiaco, Western Australia and at any adjournment of that meeting.

SECTION B: Voting Directions to your Proxy

Please mark "X" in the box to indicate your voting directions to your Proxy.

Resolution

For Against Abstain*

  1. Appointment of Director - Mr Benjamin Heath Cooper

  2. Appointment of Director - Mr Zoran Nedimovic

  3. Removal of Director - Mr Greg Meldrum

  4. Removal of Director - Mr Paul Underwood

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If no directions are given my proxy may vote as the proxy thinks fit or may abstain.

  • If you mark the Abstain box for a particular item, you are directing your Proxy not to vote on your behalf on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll.

SECTION C: Please Sign Below

This section must be signed in accordance with the instructions overleaf to enable your directions to be implemented.

Individual or Security Holder Security Holder 2 Security Holder 3 Sole Director and Sole Company Secretary Director Director / Company Secretary

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1504250816

Reference Number:

TNP

1

1

My/Our contact details in case of enquiries are:

NAME

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TELEPHONE NUMBER ( )

NOTES

1. Name and Address

This is the name and address on the Share Register of TRIPLE ENERGY LIMITED . If this information is incorrect, please make corrections on this form. Shareholders sponsored by a broker should advise their broker of any changes. Please note that you cannot change ownership of your shares using this form.

2. Appointment of a Proxy

If you wish to appoint the Chairperson of the Meeting as your Proxy please mark "X" in the box in Section A. Please also refer to Section B of this proxy form and ensure you mark the box in that section if you wish to appoint the Chairperson as your Proxy.

If the person you wish to appoint as your Proxy is someone other than the Chairperson of the Meeting please write the name of that person in Section A. If you leave this section blank, or your named Proxy does not attend the meeting, the Chairperson of the Meeting will be your Proxy. A Proxy need not be a Shareholder of TRIPLE ENERGY LIMITED

3. Directing your Proxy how to vote

To direct the Proxy how to vote place an "X" in the appropriate box against each item in Section B. Where more than one Proxy is to be appointed and the proxies are to vote differently, then two separate forms must be used to indicate voting intentions.

4. Appointment of a Second Proxy

You are entitled to appoint up to two (2) persons as proxies to attend the meeting and vote on a poll. If you wish to appoint a second Proxy, an additional Proxy form may be obtained by telephoning the Company's share registry +61 8 9315 2333 or you may photocopy this form.

To appoint a second Proxy you must:

  • (a) On each of the Proxy forms, state the percentage of your voting rights or number of securities applicable to that form. If the appointments do not specify the percentage or number of votes that each Proxy may exercise, each Proxy may exercise half of your votes; and

  • (b) Return both forms in the same envelope.

5. Signing Instructions Individual: where the holding is in one name, the Shareholder must sign.

Joint Holding: where the holding is in more than one name, all of the Shareholders must sign.

Power of Attorney: to sign under Power of Attorney you must have already lodged this document with the Company's share registry. If you have not previously lodged this document for notation, please attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: where the Company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the Company (pursuant to section 204A of the Corporations Act 2001) does not have a Company Secretary, a Sole Director may sign alone. Otherwise this form must be signed by a Director jointly with either another Director or Company Secretary. Please indicate the office held in the appropriate place.

If a representative of the corporation is to attend the meeting the appropriate "Certificate of Appointment of Corporate Representative" should be lodged with the Company before the meeting or at the registration desk on the day of the meeting. A form of the certificate may be obtained from the Company's share registry.

6. Lodgement of Proxy

Proxy forms (and any Power of Attorney under which it is signed) must be received by Security Transfer Registrars Pty Ltd no later than 10.30am WST on Monday, 10 February 2014, being 48 hours before the time for holding the meeting. Any Proxy form received after that time will not be valid for the scheduled meeting.

Security Transfer Registrars Pty Ltd PO BOX 535 Applecross, Western Australia 6953

Street Address: Alexandrea House, Suite 1 770 Canning Highway Applecross, Western Australia 6153

Telephone +61 8 9315 2333 Facsimile +61 8 9315 2233 Email [email protected]

PRIVACY STATEMENT

Personal information is collected on this form by Security Transfer Registrars Pty Ltd as the registrar for securities issuers for the purpose of maintaining registers of securityholders, facilitating distribution payments and other corporate actions and communications. Your personal details may be disclosed to related bodies corporate, to external service providers such as mail and print providers, or as otherwise required or permitted by law. If you would like details of your personal information held by Security Transfer Registrars Pty Ltd or you would like to correct information that is inaccurate please contact them on the address on this form.

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