HYTERRA LTD — AGM Information 2022

May 29, 2022

TRIPLE ENERGY LIMITED (TO BE RENAMED ‘HYTERRA LTD’) ACN 116 829 675 2020 NOTICE OF ANNUAL GENERAL MEETING

Notice is given that the Meeting will be held at:

TIME : 10.30 am (WST) DATE : 30 June 2022 PLACE : Advanced Share Registry, 110 Stirling Highway, Nedlands 6009 WA

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

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.

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 10.30AM (WST) on 28 June 2022.

BUSINESS OF THE MEETING

AGENDA

1. FINANCIAL STATEMENTS AND REPORTS

To receive and consider the annual financial report of the Company for the financial year ended 31 March 2020 together with the declaration of the Directors, the Director’s report, the Remuneration Report and the auditor’s report.

2. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT

To consider and, if thought fit, to pass, with or without amendment, the following resolution as a non-binding resolution :

“That, for the purposes of section 250R(2) of the Corporations Act and for all other purposes, approval is given for the adoption of the Remuneration Report as contained in the Company’s annual financial report for the financial year ended 31 March 2020.”

Note: the vote on this Resolution is advisory only and does not bind the Directors or the Company.

A voting prohibition statement applies to this Resolution. Please see below.

3. RESOLUTION 2 – APPROVAL TO ISSUE SHARES AND ATTACHING OPTIONS ON CONVERSION OF 10,000 EXISTING CONVERTIBLE NOTES TO MR JOHN THEODORE COUFOS

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :

“That, for the purposes of Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue up to 500,000 Shares and 1,500,000 attaching Options (each on a post-Consolidation basis) to Mr John Theodore Coufos (or his nominee) on the terms and conditions set out in the Explanatory Statement.”

A voting exclusion statement applies to this Resolution. Please see below.

4. RESOLUTION 3 – APPROVAL TO ISSUE SHARES AND ATTACHING OPTIONS ON CONVERSION OF 10,000 EXISTING CONVERTIBLE NOTES TO G&P REDFEARN INVESTMENTS PTY LTD

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :

“That, for the purposes of Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue up to 500,000 Shares and 1,500,000 attaching Options (each on a post-Consolidation basis) to G&P Redfearn Investments Pty Ltd (or its nominee) on the terms and conditions set out in the Explanatory Statement.”

A voting exclusion statement applies to this Resolution. Please see below.

1

2884896/2974-07_3

5. RESOLUTION 4 – APPROVAL TO ISSUE SHARES AND ATTACHING OPTIONS ON CONVERSION OF 10,000 EXISTING CONVERTIBLE NOTES TO COLOSSEUM SECURITIES PTY LTD

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :

“That, for the purposes of Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue up to 500,000 Shares and 1,500,000 attaching Options (each on a post-Consolidation basis) to Colosseum Securities Pty Ltd (or its nominee) on the terms and conditions set out in the Explanatory Statement.”

A voting exclusion statement applies to this Resolution. Please see below.

6. RESOLUTION 5 – APPROVAL TO ISSUE SHARES AND ATTACHING OPTIONS ON CONVERSION OF 30,000 EXISTING CONVERTIBLE NOTES TO AMBERWOOD NOMINEES PTY LTD

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :

“That, for the purposes of Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue up to 1,500,000 Shares and 4,500,000 attaching Options (each on a post-Consolidation basis) to Amberwood Nominees Pty Ltd (or its nominee) on the terms and conditions set out in the Explanatory Statement.”

A voting exclusion statement applies to this Resolution. Please see below.

7. RESOLUTION 6 – APPROVAL TO ISSUE SHARES AND ATTACHING OPTIONS ON CONVERSION OF 625,000 NEW CONVERTIBLE NOTES

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :

“That, for the purposes of Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue up to 31,250,000 Shares and 31,250,000 attaching Options (each on a post-Consolidation basis), on the terms and conditions set out in the Explanatory Statement.”

A voting exclusion statement applies to this Resolution. Please see below.

2

2974-07/2884896_20

8. RESOLUTION 7 – CONSOLIDATION OF CAPITAL

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :

"That, pursuant to section 254H of the Corporations Act and for all other purposes, the issued capital of the Company be consolidated on the basis that:

(a) every 3.33 (recurring) Shares be consolidated into 1 Share; and

(b) every 3.33 (recurring) Options be consolidated into 1 Option,

and, where this Consolidation results in a fraction of a security being held, the Company be authorised to round that fraction down to the nearest whole number."

9. RESOLUTION 8 – CHANGE OF COMPANY NAME

To consider and, if thought fit, to pass the following resolution as a special resolution :

“That, for the purposes of section 157(1)(a) of the Corporations Act and for all other purposes, approval is given for the name of the Company to be changed to HyTerra Ltd .”

10. RESOLUTION 9 – REPLACEMENT OF CONSTITUTION

To consider and, if thought fit, to pass the following resolution as a special resolution :

“That, for the purposes of section 136(2) of the Corporations Act and for all other purposes, approval is given for the Company to repeal its existing Constitution and adopt a new constitution in its place in the form as signed by the chairman of the Meeting for identification purposes.”

11. RESOLUTION 10 – ADOPTION OF EMPLOYEE SECURITIES INCENTIVE PLAN

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :

“That, for the purposes of Listing Rule 7.2 (Exception 13(b)) and for all other purposes, approval is given for the Company to adopt an employee incentive scheme titled Employee Securities Incentive Plan and for the issue of up to a maximum of 29,967,440 Securities under that Plan (on a postConsolidation basis), on the terms and conditions set out in the Explanatory Statement.”

A voting exclusion statement and voting prohibition statement apply to this Resolution. Please see below.

3

2974-07/2884896_20

12. RESOLUTION 11 – RE-ELECTION OF DIRECTOR – MR MURRAY HOWARD D’ALMEIDA

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :

“That, for the purpose of clause 13.2 of the Constitution and for all other purposes, Mr Murray Howard d’Almeida, a Director, retires by rotation, and being eligible, is re-elected as a Director.”

13. RESOLUTION 12 – ELECTION OF DIRECTOR – MR PO SIU CHAN

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :

“That, for the purpose of clause 13.4 of the Constitution, Listing Rule 14.4 and for all other purposes, Mr Po Siu Chan, a Director who was appointed as an additional Director on 27 January 2021, retires, and being eligible, is elected as a Director.”

14. RESOLUTION 13 – ELECTION OF DIRECTOR – MR PAUL CHARLES GARNER

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :

“That, for the purpose of clause 13.4 of the Constitution, Listing Rule 14.4 and for all other purposes, Mr Paul Charles Garner, a Director who was appointed casually on 10 September 2021, retires, and being eligible, is elected as a Director.”

15. RESOLUTION 14 – ELECTION OF DIRECTOR – MR AVON MCINTYRE

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :

“That, for the purpose of clause 13.4 of the Constitution, Listing Rule 14.4 and for all other purposes, Mr Avon McIntyre, a Director who was appointed as an additional Director on 24 February 2022, retires, and being eligible, is elected as a Director.”

Dated: 30 May 2022

By order of the Board

Alex Neuling Company Secretary

4

2974-07/2884896_20

Voting Prohibition Statements

Resolution 1– Adoption of Remuneration Report

A vote on this Resolution must not be cast (in any capacity) by or on behalf of either of the following persons: (a) a member of the Key Management Personnel, details of whose remuneration are included in the Remuneration Report; or (b) a Closely Related Party of such a member. However, a person (thevoter) described above may cast a vote on this Resolution as a proxy if the vote is not cast on behalf of a person described above and either: (a) the voter is appointed as a proxy by writing that specifies the way the proxy is to vote on this Resolution; or (b) the voter is the Chair and the appointment of the Chair as proxy: (i) does not specify the way the proxy is to vote on this Resolution; and (ii) expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel.

Resolution 10 – Adoption of Employee Securities Incentive Plan

A person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if: (a) the proxy is either: (i) a member of the Key Management Personnel; or (ii) a Closely Related Party of such a member; and (b) the appointment does not specify the way the proxy is to vote on this Resolution. However, the above prohibition does not apply if: (a) the proxy is the Chair; and (b) the appointment expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel.

Voting Exclusion Statements

In accordance with Listing Rule 14.11, the Company will disregard any votes cast in favour of the Resolution set out below by or on behalf of the following persons:

Resolution 2 – Approval to issue Shares and attaching Options on conversion of 10,000 Existing Convertible Notes to Mr John Theodore Coufos	Mr John Theodore Coufos (or his nominee) and any other person who will obtain a material benefit as a result of the issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the Company) or an associate of that person or those persons.
Resolution 3 – Approval to issue Shares and attaching Options on conversion of 10,000 Existing Convertible Notes to G&P Redfearn Investments Pty Ltd	G&P Redfearn Investments Pty Ltd (or its nominee) and any other person who will obtain a material benefit as a result of the issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the Company) or an associate of that person or those persons.
Resolution 4 – Approval to issue Shares and attaching Options on conversion of 10,000 Existing Convertible Notes to Colosseum Securities Pty Ltd **Family A/C>	Colosseum Securities Pty Ltd (or its nominee) and any other person who will obtain a material benefit as a result of the issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the Company) or an associate of that person or those persons.

5

2974-07/2884896_20

Resolution 5 – Approval to issue Shares and attaching Options on conversion of 30,000 Existing Convertible Notes to Amberwood Nominees Pty Ltd Resolution 6 – Approval to issue Shares and attaching Options on conversion of 625,000 New Convertible Notes Resolution 10 - Adoption of Employee Securities Incentive Plan

Amberwood Nominees Pty Ltd (or its nominee) and any other person who will obtain a material benefit as a result of the issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the Company) or an associate of that person or those persons.

A person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the Company) or an associate of that person (or those persons).

A person who is eligible to participate in the employee incentive scheme or an associate of that person or those persons.

However, this does not apply to a vote cast in favour of the Resolution by:

• (a) a person as a proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with the directions given to the proxy or attorney to vote on the Resolution in that way; or

• (b) the Chair as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or

• (c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

• (i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and

• (ii) the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

6

2974-07/2884896_20

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, Shareholders are advised that:

• each Shareholder has a right to appoint a proxy;

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

• a Shareholder who is entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If the member appoints two 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.

Shareholders and their proxies should be aware 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.

Voting in person

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

Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary, Alexr Neuling, on +61 8 6153 1861.

7

2974-07/2884896_20

EXPLANATORY STATEMENT

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.

1. FINANCIAL STATEMENTS AND REPORTS

In accordance with the Corporations Act, the business of the Meeting will include receipt and consideration of the annual financial report of the Company for the financial year ended 31 March 2020 together with the declaration of the Directors, the Directors’ report, the Remuneration Report and the auditor’s report.

The Company will not provide a hard copy of the Company’s annual financial report to Shareholders unless specifically requested to do so. The Company’s annual financial report is available on its website at www.tripleenergy.net .

2. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT

2.1 General

The Corporations Act requires that at a listed company’s annual general meeting, a resolution that the remuneration report be adopted must be put to the shareholders. However, such a resolution is advisory only and does not bind the company or the directors of the company.

The remuneration report sets out the company’s remuneration arrangements for the directors and senior management of the company. The remuneration report is part of the directors’ report contained in the annual financial report of the company for a financial year.

The chair of the meeting must allow a reasonable opportunity for its shareholders to ask questions about or make comments on the remuneration report at the annual general meeting.

2.2

Voting consequences

A company is required to put to its shareholders a resolution proposing the calling of another meeting of shareholders to consider the appointment of directors of the company ( Spill Resolution ) if, at consecutive annual general meetings, at least 25% of the votes cast on a remuneration report resolution are voted against adoption of the remuneration report and at the first of those annual general meetings a Spill Resolution was not put to vote. If required, the Spill Resolution must be put to vote at the second of those annual general meetings.

If more than 50% of votes cast are in favour of the Spill Resolution, the company must convene a shareholder meeting ( Spill Meeting ) within 90 days of the second annual general meeting.

All of the directors of the company who were in office when the directors' report (as included in the company’s annual financial report for the most recent financial year) was approved, other than the managing director of the company, will cease to hold office immediately before the end of the Spill Meeting but may stand for re-election at the Spill Meeting.

Following the Spill Meeting those persons whose election or re-election as directors of the company is approved will be the directors of the company.

8

2974-07/2884896_20

2.3 Previous voting results

At the Company’s previous annual general meeting the votes cast against the remuneration report considered at that annual general meeting were less than 25%. Accordingly, the Spill Resolution is not relevant for this Annual General Meeting.

3. RESOLUTIONS 2 TO 5 – APPROVAL TO ISSUE SHARES AND ATTACHING OPTIONS ON CONVERSION OF EXISTING CONVERTIBLE NOTES

3.1 General

On 6 January 2022, the Company entered into various unsecured convertible note deeds with investors pursuant to which the Company issued an aggregate of 60,000 convertible notes to raise $60,000 ( Existing Convertible Notes ) as follows:

• (a) 10,000 Existing Convertible Notes to Mr John Theodore Coufos (or his nominee) (pursuant to Resolution 2);

• (b) 10,000 Existing Convertible Notes to G&P Redfearn Investments Pty Ltd (or its nominee) (the subject of Resolution 3);

• (c) 10,000 Existing Convertible Notes to Colosseum Securities Pty Ltd (or its nominee) (the subject of Resolution 4); and

• (d) 30,000 Existing Convertible Notes to Amberwood Nominees Pty Ltd (or its nominee) (the subject of Resolution 5),

(together, the Existing Noteholders ).

Subject to Shareholder approval being obtained pursuant to Resolutions 2 to 5, the Existing Convertible Notes will convert into an aggregate of 3,000,000 Shares, at a deemed issue price of $0.02 per Share (at a post-Consolidation price), and 9,000,000 attaching Options as follows:

• (a) 500,000 Shares and 1,500,000 attaching Options to Mr John Theodore Coufos (or his nominee) (Resolution 2);

• (b) 500,000 Shares and 1,500,000 attaching Options to G&P Redfearn Investments Pty Ltd (or its nominee) (Resolution 3);

• (c) 500,000 Shares and 1,500,000 attaching Options to Colosseum Securities Pty Ltd (or its nominee) (Resolution 4); and

• (d) 1,500,000 Shares and 4,500,000 attaching Options to Amberwood Nominees Pty Ltd (or its nominee) (Resolution 5),

(together, the Existing Conversion Securities ).

Resolutions 2 to 5 seek Shareholder approval for the issue of the Existing Conversion Securities.

3.2 Background

As announced on 8 April 2022, the Company has entered into a binding terms sheet pursuant to which the Company agreed with Neutralysis Industries Pty Ltd

9

2974-07/2884896_20

(ACN 156 261 791) ( Neutralysis ) to make a recommended offer to its Shareholders to acquire 100% of Neutralysis ( Proposed Acquisition ).

Completion of the Proposed Acquisition will amount to a significant change in the nature and scale of the Company’s current activities and as such, the Company will be required to obtain approval from its Shareholders to undertake the Proposed Acquisition and to re-comply with Chapters 1 and 2 of the Listing Rules ( Re-Compliance ).

In order to complete the Re-Compliance, the Company will be required to undertake a capital raising to achieve ASX’s minimum spread requirements. For this purpose and to raise capital for the growth of the Company, the Company proposes to undertake a capital raising to raise a minimum of $5,000,000 (before costs) via the issue of 250,000,000 Shares at an issue price of $0.02 per Share. The Company may also accept oversubscriptions for a further 100,000,000 Shares to raise up to an additional $2,000,000 ( Public Offer ).

Prior to the Public Offer, the Company intends to undertake a consolidation of its share capital, as further detailed in Resolution 7 .

The Company will seek Shareholder approval to undertake the Proposed Acquisition and Public Offer at an upcoming general meeting.

3.3

Use of funds

The Company intends to apply the funds raised from the Existing Convertible Notes towards partially funding the Re-Compliance and Proposed Acquisition including professional fees, due diligence and administration costs, as well as standard fees associated with conducting a transaction of this nature, including ASX and ASIC fees.

3.4 Listing Rule 7.1 and 7.2 exception 17

Broadly speaking, and subject to a number of exceptions, Listing Rule 7.1 limits the amount of equity securities that a listed company can issue without the approval of its shareholders over any 12 month period to 15% of the fully paid ordinary shares it had on issue at the start of that period.

Listing Rule 7.2 exception 17 excludes from the restrictions in Listing Rules 7.1 an agreement to issue equity securities that is conditional on shareholder approval being obtained.

Where the terms of a convertible security require that conversion is subject to shareholder approval, Listing Rule 7.2 exception 17 applies. If an entity relies on Listing Rule 7.2 exception 17 in this fashion, ASX requires that an entity must not issue the underlying equity securities without first obtaining shareholder approval.

The proposed issue of the Existing Conversion Securities falls within Listing Rule 7.2 exception 17. Consequently, the issue of the Existing Conversion Securities requires the approval of Shareholders under Listing Rule 7.1.

3.5

Technical information required by Listing Rule 14.1A

If Resolutions 2 to 5 are passed, the Company will be able to proceed with the issue of the Existing Conversion Securities. In addition, the issue of the Existing Conversion Securities will be excluded from the calculation of the number of

10

2974-07/2884896_20

equity securities that the Company can issue without Shareholder approval under Listing Rule 7.1.

If Resolutions 2 to 5 are not passed the Company will not be able to proceed with the issue of the Existing Conversion Securities, the Existing Convertible Notes will cease to be convertible and the principal amount will, in accordance with their terms, become a debt instrument that will need to be repaid by the Company.

3.6 Technical information required by Listing Rule 7.1

Pursuant to and in accordance with Listing Rule 7.3, the following information is provided in relation to Resolutions 2 to 5:

• (a) the Existing Conversion Securities will be issued to the Existing Noteholders (or their respective nominees) as follows:

• (i) 500,000 Shares and 1,500,000 attaching Options to Mr John Theodore Coufos (or his nominee) (pursuant to Resolution 2);

• (ii) 500,000 Shares and 1,500,000 attaching Options to G&P Redfearn Investments Pty Ltd (or its nominee) (pursuant to Resolution 3);

• (iii) 500,000 Shares and 1,500,000 attaching Options to Colosseum Securities Pty Ltd (or its nominee) (pursuant to Resolution 4); and

• (iv) 1,500,000 Shares and 4,500,000 attaching Options to Amberwood Nominees Pty Ltd (or its nominee) (pursuant to Resolution 5);

• (b) in accordance with paragraph 7.2 of ASX Guidance Note 21, the Company confirms that none of the recipients will be:

• (i) related parties of the Company, members of the Company’s Key Management Personnel, substantial holders of the Company, advisers of the Company or an associate of any of these parties; and

• (ii) issued more than 1% of the issued capital of the Company;

• (c) the maximum number of Existing Conversion Securities proposed to be issued to the Existing Noteholders (or their respective nominees) is 12,000,000 comprising an aggregate of:

• (i) 3,000,000 Shares; and

• (ii) 9,000,000 attaching Options,

(each on a post-Consolidation basis);

• (d) the Shares will be fully paid ordinary shares in the capital of the Company and will be issued on the same terms and conditions as the Company’s existing Shares;

• (e) the terms and conditions of the attaching Options are set out in Schedule 1;

11

2974-07/2884896_20

• (f) the Existing Conversion Securities will be issued no later than 3 months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the Listing Rules) and it is intended that issue of the Existing Conversion Securities will occur on the same date;

• (g) the Shares issued on conversion of the Existing Convertible Notes will convert at a conversion price of $0.02 (on a post-Consolidation basis). The deemed issue price of the attaching Options is nil as they are proposed to be issued free attaching to the Shares on a 1:3 basis. Other than the funds advanced by the Existing Noteholders, the Company will not receive any other consideration for the issue of the Existing Conversion Securities;

• (h) the purpose of the issue of the Existing Convertible Notes was to raise capital, which the Company intends to apply towards partially funding the Re-Compliance and Proposed Acquisition including professional fees, due diligence and administration costs, as well as standard fees associated with conducting a transaction of this nature, including ASX and ASIC fees;

• (i) the Existing Conversion Securities are being issued to satisfy the Company’s obligations under the terms of unsecured convertible note deeds with the Existing Noteholders ( Existing Convertible Note Deeds ). A summary of the material terms of the Existing Convertible Note Deeds is set out in Schedule 2;

• (j) the Existing Conversion Securities are not being issued under, or to fund, a reverse takeover; and

• (k) voting exclusion statements are included in Resolutions 2 to 5 of this Notice.

4. BACKGROUND TO RESOLUTION 6

4.1 New Convertible Note raise

To raise further funds for the Proposed Acquisition and Re-Compliance, the Company entered into new unsecured convertible note deeds with professional and sophisticated investors ( Unrelated Investors ) who are clients of Indian Ocean Securities Pty Ltd (ACN 621 321 891) ( IOS ) pursuant to which the Company has issued an additional 625,000 convertible notes to raise $625,000 ( New Convertible Notes ).

Subject to Shareholder approval, the New Convertible Notes will convert into an aggregate of 31,250,000 Shares and 31,250,000 attaching Options to Unrelated Investors (or their respective nominee/s) (the subject of Resolution 6), together, the New Conversion Securities .

4.2 Lead manager

IOS was mandated to act as lead manager to the New Convertible Note raise. The New Convertible Note raise was not underwritten. In consideration for its services, IOS received a fee of 6% of the total amount raised.

4.3 Shareholder approval

Resolution 6 seeks Shareholder approval for the issue of the New Conversion Securities.

12

2974-07/2884896_20

5. RESOLUTION 6 – APPROVAL TO ISSUE SHARES AND ATTACHING OPTIONS ON CONVERSION OF NEW CONVERTIBLE NOTES

5.1 General

Resolution 6 seeks Shareholder approval for the issue of the New Conversion Securities for the purposes of Listing Rule 7.1.

5.2 Listing Rule 7.1 and 7.2 exception 17

As summarised in Section 3.4 above, Listing Rule 7.1 limits the amount of equity securities that a listed company can issue without the approval of its shareholders over any 12 month period to 15% of the fully paid ordinary shares it had on issue at the start of that period.

A summary of Listing Rule 7.2 exception 17 is set out in Section 3.4 above. The proposed issue of the New Conversion Securities falls within Listing Rule 7.2 exception 17. Consequently, the issue of the New Conversion Securities requires the approval of Shareholders under Listing Rule 7.1.

5.3 Technical information required by Listing Rule 14.1A

If Resolution 6 is passed, the Company will be able to proceed with the issue of the New Conversion Securities. In addition, the issue of New Conversion Securities will be excluded from the calculation of the number of equity securities that the Company can issue without Shareholder approval under Listing Rule 7.1.

If Resolution 6 is not passed the Company will not be able to proceed with the issue of the New Conversion Securities, the New Convertible Notes will cease to be convertible and will become a debt instrument that will need to be repaid by the Company.

5.4 Technical information required by Listing Rule 7.1

Pursuant to and in accordance with Listing Rule 7.3, the following information is provided in relation to Resolution 6:

• (a) the New Conversion Securities will be issued to the Unrelated Investors (or their respective nominees);

• (b) in accordance with paragraph 7.2 of ASX Guidance Note 21, the Company confirms that none of the recipients will be:

• (i) related parties of the Company, members of the Company’s Key Management Personnel, substantial holders of the Company, advisers of the Company or an associate of any of these parties; and

• (ii) issued more than 1% of the issued capital of the Company;

• (c) the maximum number of New Conversion Securities to be issued to Unrelated Investors is 62,500,000 comprising:

• (i) 31,250,000 Shares; and

• (iii) 31,250,000 attaching Options,

(each on a post-Consolidation basis);

13

2974-07/2884896_20

• (d) the Shares issued will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares;

• (e) the terms and conditions of the attaching Options are set out in Schedule 1;

• (f) the New Conversion Securities will be issued no later than 3 months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the Listing Rules) and it is intended that the issue of the New Conversion Securities will occur on the same date;

• (l) the Shares issued on conversion of the New Conversion Securities will convert at a conversion price of $0.02 (on a post-Consolidation basis). The deemed issue price of the attaching Options is nil as they are issued free attaching to the Shares on a 1:1 basis. Other than the funds advanced by the Unrelated Investors, the Company will not receive any other consideration for the issue of the New Conversion Securities;

• (g) the purpose of the issue of the New Convertible Notes is to raise capital, which the Company intends to apply towards partially funding the ReCompliance and Proposed Acquisition including professional fees, due diligence and administratrion costs, as well as standard fees associated with conducting a transaction of this nature, including ASX and ASIC fees;

• (m) the New Conversion Securities are being issued to satisfy the Company’s obligations under the terms of unsecured convertible note agreements with Unrelated Investors ( New Convertible Note Deeds ). A summary of the material terms and conditions of the New Convertible Note Deeds is set out in Schedule 3;

• (n) the New Conversion Securities are not being issued under, or to fund, a reverse takeover; and

• (o) a voting exclusion statement is included in Resolution 6 of this Notice.

6. RESOLUTION 7 – CONSOLIDATION OF CAPITAL

6.1 Background

In connection with the Re-Compliance, the Company is seeking Shareholder approval to undertake a consolidation of its issued capital on the basis that:

• (a) every 3.33 (recurring) Shares be consolidated into 1 Share (subject to rounding); and

• (b) every 3.33 (recurring) Options be consolidated into 1 Option (subject to rounding),

( Consolidation ).

6.2 Legal requirements

Section 254H of the Corporations Act provides that a company may, by resolution passed in a general meeting, convert all or any of its shares into a larger or smaller number.

14

2974-07/2884896_20

6.3 Fractional entitlements

Not all security holders will hold that number of Securities which can be evenly divided by 3.33 (recurring). Fractional entitlements will be rounded down to the nearest whole number.

6.4 Taxation

It is not considered that any taxation implications will exist for security holders arising from the Consolidation. However, security holders are advised to seek their own tax advice on the effect of the Consolidation and neither the Company, nor its advisers, accept any responsibility for the individual taxation implications arising from the Consolidation.

6.5 Holding statements

From the date two Business Days after the Effective Date (as set out in the timetable in Section 6.7 below), all holding statements for securities will cease to have any effect, except as evidence of entitlement to a certain number of securities on a post-Consolidation basis.

After the Consolidation becomes effective, the Company will arrange for new holding statements for securities to be issued to holders of those securities.

It is the responsibility of each security holder to check the number of securities held prior to disposal or exercise (as the case may be).

6.6 Effect on capital structure

The effect of the Consolidation on the Company’s current capital structure is set out in the table below.

HOLDER	**SHARES1 **	**OPTIONS2 **
PRE-CONSOLIDATION
Existing Company Shareholders	71,996,054	-
Existing Convertible Note Holders ($60k)	12,000,000	36,000,000
Existing Convertible Note Holders ($5k)	1,000,000	-
New Convertible Note Holders ($650k)	130,000,000	130,000,000
TOTAL	214,996,054	166,000,000
POST-CONSOLIDATION
Existing Company Shareholders	21,816,986	-
Existing Convertible Note Holders ($60k)	3,000,0003	9,000,0003
Existing Convertible Note Holders ($5k)	250,000	-
New Convertible Note Holders ($650k)	32,500,0004	32,500,0004
TOTAL	57,565,986	41,500,000

Notes

1. Fully paid ordinary shares in the capital of the Company.

2. The terms of these Options are set out in Schedule 1.

15

2974-07/2884896_20

1. Subject to the passing of Resolutions 2 to 5.

2. Subject to the passing of Resolution 6.

6.7

Indicative timetable

If Resolution 7 is passed, the Consolidation will take effect in accordance with the following timetable (as set out in Appendix 7A (paragraph 7) of the Listing Rules):

Action	Date
Company announces Consolidation.	8thApril 2022
Company sends out the Notice of Meeting	27thMay 2022
Shareholders pass 7 to approve the Consolidation.	30thJune 2022
Company announces Effective Date of Consolidation.	27thMay 2022
Effective Date of Consolidation	30thJune 2022
Last day for pre-Consolidation trading.	1st July 2022
Post-Consolidation trading commences on a deferred settlement basis.	4thJuly 2022
Record Date.	4thJuly 2022
Last day for the Company to register transfers on a pre- Consolidation basis.	4thJuly 2022
First day for the Company to update its register and send holding statements to security holders reflecting the change in the number of Securities they hold.	6thJuly 2022
Last day for the Company to update its register and to send holding statements to security holders reflecting the change in the number of Securities they hold and to notify ASX that this has occurred.	12thJuly 2022

7. RESOLUTION 8 – CHANGE OF COMPANY NAME

7.1 General

Section 157(1)(a) of the Corporations Act provides that a company may change its name if the company passes a special resolution adopting a new name.

Resolution 8 seeks the approval of Shareholders for the Company to change its name to ‘HyTerra Ltd.’

By way of background, as outlined in Section 3.2 the Company proposes to undertake the Proposed Acquisition. On completion of the Proposed Acquisition, the Company will transition from its previous oil and gas exploration business to an energy company seeking to develop a natural hydrogen project.

The proposed name has been reserved by the Company with ASIC and if Resolution 8 is passed, the Company will lodge a copy of the special resolution with ASIC in order to effect the change. If Resolution 8 is passed the change of name will take effect when ASIC alters the details of the Company’s registration.

16

2974-07/2884896_20

7.2 Board recommendation

In light of the background set out above, the Board proposes this change of name on the basis that it believes the proposed name more accurately reflects the future operations of the Company following completion of the Proposed Acquisition.

8. RESOLUTION 9 – REPLACEMENT OF CONSTITUTION

8.1 General

A company may modify or repeal its constitution or a provision of its constitution by special resolution of shareholders.

Resolution 9 is a special resolution which will enable the Company to repeal its existing Constitution and adopt a new constitution ( Proposed Constitution ) which is of the type required for a listed public company limited by shares updated to ensure it reflects the current provisions of the Corporations Act and Listing Rules.

This will incorporate amendments to the Corporations Act and Listing Rules since the Company’s existing Constitution was adopted in 2011.

The Directors believe that it is preferable in the circumstances to replace the existing Constitution with the Proposed Constitution rather than to amend a multitude of specific provisions.

The Proposed Constitution is broadly consistent with the provisions of the existing Constitution. Many of the proposed changes are administrative or minor in nature including but not limited to:

• (a) updating the name of the Company name, subject to receiving Shareholder approval pursuant to Resolution 8 , to ‘HyTerra Ltd’;

• (b) updating references to bodies or legislation which have been renamed; and

• (c) expressly providing for statutory rights by mirroring these rights in provisions of the Proposed Constitution.

The Directors believe these amendments are not material nor will they have any significant impact on Shareholders. It is not practicable to list all of the changes to the Constitution in detail in this Explanatory Statement, however, a summary of the proposed material changes is set out below.

A copy of the Proposed Constitution is available for review by Shareholders at the Company’s website www.tripleenergy.net and at the office of the Company. A copy of the Proposed Constitution can also be sent to Shareholders upon request to the Company Secretary (+61 8 6153 1861). Shareholders are invited to contact the Company if they have any queries or concerns.

8.2 Summary of material proposed changes

Restricted Securities (clause 2.12)

The Proposed Constitution complies with the changes to Listing Rule 15.12 which took effect from 1 December 2019. As a result of these changes, ASX will require certain more significant holders of restricted securities and their controllers (such as related parties, promoters, substantial holders, service providers and their

17

2974-07/2884896_20

associates) to execute a formal escrow agreement in the form Appendix 9A, as is currently the case. However, for less significant holdings (such as non-related parties and non-promoters), ASX will permit the Company to issue restriction notices to holders of restricted securities in the form of the new Appendix 9C advising them of the restriction rather than requiring signed restriction agreements.

Minimum Securityholding (clause 3)

Clause 3 of the Constitution outlines how the Company can manage securityholdings which represent an “unmarketable parcel” of securities, being a securityholding that is less than $500 based on the closing price of the Company’s securities on ASX as at the relevant time.

The Proposed Constitution is in line with the requirements for dealing with “unmarketable parcels” outlined in the Corporations Act such that where the Company elects to undertake a sale of unmarketable parcels, the Company is only required to give one notice to holders of an unmarketable parcel to elect to retain their securityholding before the unmarketable parcel can be dealt with by the Company, saving time and administrative costs incurred by otherwise having to send out additional notices.

Clause 3 of the Proposed Constitution continues to outline in detail the process that the Company must follow for dealing with unmarketable parcels.

Fee for registration of off market transfers (clause 8.4(c))

On 24 January 2011, ASX amended Listing Rule 8.14 with the effect that the Company may now charge a “reasonable fee” for registering paper-based transfers, sometimes referred to “off-market transfers”.

Clause 8.4 of the Proposed Constitution is being made to enable the Company to charge a reasonable fee when it is required to register off-market transfers from Shareholders. The fee is intended to represent the cost incurred by the Company in upgrading its fraud detection practices specific to off-market transfers.

Before charging any fee, the Company is required to notify ASX of the fee to be charged and provide sufficient information to enable ASX to assess the reasonableness of the proposed amount.

Joint Holders (clause 9.8)

CHESS is currently being replaced by ASX with a projected go-live date of April 2023. As part of the CHESS replacement, the registration system will be modernised to record holder registration details in a structured format that will allow up to four joint holders of a security. Clause 9.8 of the Proposed Constitution provides that the number of registered joint holders of securities shall be as permitted under the Listing Rules and the ASX Settlement Operating Rules.

Capital Reductions (clause 10.2)

The Proposed Constitution now permits sales of unmarketable parcels to a sale nominee as part of a capital reduction.

Direct Voting (clause 13, specifically clauses 13.35 – 13.40)

The Proposed Constitution includes a new provision which allows Shareholders to exercise their voting rights through direct voting (in addition to exercising their

18

2974-07/2884896_20

existing rights to appoint a proxy). Direct voting is a mechanism by which Shareholders can vote directly on resolutions which are to be determined by poll. Votes cast by direct vote by a Shareholder are taken to have been cast on the poll as if the Shareholder had cast the votes on the poll at the meeting. In order for direct voting to be available, Directors must elect that votes can be cast via direct vote for all or any Resolutions and determine the manner appropriate for the casting of direct votes. If such a determination is made by the Directors, the notice of meeting will include information on the application of direct voting.

Use of technology (clause 14)

The Proposed Constitution includes a new provision to permit the use of technology at general meetings (including wholly virtual meetings) to the extent permitted under the Corporations Act, Listing Rules and applicable law.

Closing date for Director nominations (clause 15.3)

On 19 December 2019, ASX amended Listing Rule 3.13.1 to provide that companies must release an announcement setting out the date of its meeting and the closing date for nominations at least 5 business days before the closing date for the receipt of such nominations. The closing date period under clause 15.3 of the Proposed Constitution has been amended to at least 30 business days previously it was 30 calendar days to allow the Company time to issue the required notification for director nominations prior to circulating the notice of meeting.

Dividends (clause 23)

Section 254T of the Corporations Act was amended effective 28 June 2010.

There is now a three-tiered test that a company will need to satisfy before paying a dividend replacing the previous test that dividends may only be paid out of profits.

The amended requirements provide that a company must not a pay a dividend unless:

• (a) the company’s assets exceed its liabilities immediately before the dividend is declared and the excess is sufficient for the payment of the dividend;

• (b) the payment of the dividend is fair and reasonable to the company’s shareholders as a whole; and

• (c) the payment of the dividend does not materially prejudice the company’s ability to pay its creditors.

The existing Constitution reflects the former profits test and restricts the dividends to be paid only out of the profits of the Company. The Proposed Constitution is updated to reflect the new requirements of the Corporations Act. The Directors consider it appropriate to update the Constitution for this amendment to allow more flexibility in the payment of dividends in the future should the Company be in a position to pay dividends.

Partial (proportional) takeover provisions (new clause 37)

A proportional takeover bid is a takeover bid where the offer made to each shareholder is only for a proportion of that shareholder’s shares.

19

2974-07/2884896_20

Pursuant to section 648G of the Corporations Act, the Company has included in the Proposed Constitution a provision whereby a proportional takeover bid for Shares may only proceed after the bid has been approved by a meeting of Shareholders held in accordance with the terms set out in the Corporations Act.

This clause of the Proposed Constitution will cease to have effect on the third anniversary of the date of the adoption of last renewal of the clause.

Information required by section 648G of the Corporations Act

Effect of proposed proportional takeover provisions

Where offers have been made under a proportional off-market bid in respect of a class of securities in a company, the registration of a transfer giving effect to a contract resulting from the acceptance of an offer made under such a proportional off-market bid is prohibited unless and until a Resolution to approve the proportional off-market bid is passed.

Reasons for proportional takeover provisions

A proportional takeover bid may result in control of the Company changing without Shareholders having the opportunity to dispose of all their Shares. By making a partial bid, a bidder can obtain practical control of the Company by acquiring less than a majority interest. Shareholders are exposed to the risk of being left as a minority in the Company and the risk of the bidder being able to acquire control of the Company without payment of an adequate control premium. These amended provisions allow Shareholders to decide whether a proportional takeover bid is acceptable in principle, and assist in ensuring that any partial bid is appropriately priced.

Knowledge of any acquisition proposals

As at the date of this Notice of Meeting, no Director is aware of any proposal by any person to acquire, or to increase the extent of, a substantial interest in the Company.

Potential advantages and disadvantages of proportional takeover provisions

The Directors consider that the proportional takeover provisions have no potential advantages or disadvantages for them and that they remain free to make a recommendation on whether an offer under a proportional takeover bid should be accepted.

The potential advantages of the proportional takeover provisions for Shareholders include:

• (a) the right to decide by majority vote whether an offer under a proportional takeover bid should proceed;

• (b) assisting in preventing Shareholders from being locked in as a minority;

• (c) increasing the bargaining power of Shareholders which may assist in ensuring that any proportional takeover bid is adequately priced; and

• (d) each individual Shareholder may better assess the likely outcome of the proportional takeover bid by knowing the view of the majority of Shareholders which may assist in deciding whether to accept or reject an offer under the takeover bid.

20

2974-07/2884896_20

The potential disadvantages of the proportional takeover provisions for Shareholders include:

• (a) proportional takeover bids may be discouraged;

• (b) lost opportunity to sell a portion of their Shares at a premium; and

• (c) the likelihood of a proportional takeover bid succeeding may be reduced.

Recommendation of the Board

The Directors do not believe the potential disadvantages outweigh the potential advantages of adopting the proportional takeover provisions and as a result consider that the proportional takeover provision in the Proposed Constitution is in the interest of Shareholders and unanimously recommend that Shareholders vote in favour of Resolution 9.

9. RESOLUTION 10 – ADOPTION OF EMPLOYEE INCENTIVE PLAN

9.1 General

Resolution 10 seeks Shareholder approval for the adoption of the employee incentive scheme titled “Employee Securities Incentive Plan” ( Plan ) and for the issue of a maximum of 29,967,440 Securities under the Plan in accordance with Listing Rule 7.2 (Exception 13(b)).

The objective of the Plan is to attract, motivate and retain key employees and the Company considers that the adoption of the Plan and the future issue of securities under the Plan will provide selected employees with the opportunity to participate in the future growth of the Company.

9.2 Listing Rule 7.1 and Listing Rule 7.2 Exception 13(b)

As summarised in Section 3.4 above, and subject to a number of exceptions set out in Listing Rule 7.2, Listing Rule 7.1 limits the amount of Equity Securities that a listed company can issue without the approval of its shareholders over any 12 month period to 15% of the fully paid ordinary shares it had on issue at the start of that period.

Listing Rule 7.2 (Exception 13(b)) provides that Listing Rule 7.1 does not apply to an issue of securities under an employee incentive scheme if, within three years before the date of issue of the securities, the holders of the entity’s ordinary securities have approved the issue of Equity Securities under the scheme as exception to Listing Rule 7.1.

Exception 13(b) is only available if and to the extent that the number of Equity Securities issued under the scheme does not exceed the maximum number set out in the entity’s notice of meeting dispatched to shareholders in respect of the meeting at which shareholder approval was obtained pursuant to Listing Rule 7.2 (Exception 13(b)). Exception 13(b) also ceases to be available if there is a material change to the terms of the scheme from those set out in the notice of meeting.

If Resolution 10 is passed, the Company will be able to issue securities under the Plan to eligible participants over a period of 3 years from the date of the Meeting. The issue of any securities to eligible participants under the Plan (up to the maximum number of securities stated in Section 9.3(c) below) will be excluded

21

2974-07/2884896_20

from the calculation of the number of Equity Securities that the Company can issue without Shareholder approval under Listing Rule 7.1.

For the avoidance of doubt, the Company must seek Shareholder approval under Listing Rule 10.14 in respect of any future issues of securities under the Plan to a related party or a person whose relationship with the Company or the related party is, in ASX’s opinion, such that approval should be obtained.

If Resolution 10 not passed, the Company will be able to proceed with the issue of securities under the Plan to eligible participants, but any issues of securities will reduce, to that extent, the Company’s capacity to issue Equity Securities without Shareholder approval under Listing Rule 7.1 for the 12 month period following the issue of those securities.

9.3 Technical information required by Listing Rule 7.2 (Exception 13)

Pursuant to and in accordance with Listing Rule 7.2 (Exception 13), the following information is provided in relation to Resolution 10:

• (a) a summary of the key terms and conditions of the Plan is set out in Schedule 4;

• (b) the Company has not issued any securities under the Plan as this is the first time that Shareholder approval is being sought for the adoption of the Plan; and

• (c) the maximum number of securities proposed to be issued under the Plan in reliance on Listing Rule 7.2 (Exception 13(b)), is 29,967,440 Securities (on a post-consolidation basis). It is not envisaged that the maximum number of securities for which approval is sought will be issued immediately.

10. RESOLUTION 11 – RE-ELECTION OF DIRECTOR – MR MURRAY HOWARD D’ALMEIDA

10.1 General

The Constitution sets out the requirements for determining which Directors are to retire by rotation at an annual general meeting.

Mr Murray Howard D’Almeida, who has served as a Director since 18 July 2017 and was last re-elected on 31 August 2018, retires by rotation and seeks reelection.

10.2 Qualifications and other material directorships

Mr D’Almeida has over 35 years of diverse national and international business experience. He commenced his career in Perth with a firm of Chartered Accountants before moving into a broad range of commercial and financial reporting positions with two major USA based mining companies. He founded the Australian and international retailer Retail Food Group and developed their presence in seven overseas countries. He has maintained operating and board positions within a range of financial services, mining, commercial academic, government, sporting businesses and organisations.

Mr D’Almeida is currently Chairman of ECP Growth Fund Limited, Chairman of Global Masters Fund Limited, Deputy Chancellor of Southern Cross University, Chairman of Trustees of the Currumbin Wildlife Hospital Foundation, and a member of the Gold Coast Light Rail Business Advisory Board.

22

2974-07/2884896_20

During the three years to balance date Mr D’Almeida has also served as a Director of IncentiaPay Limited.

10.3 Independence

If re-elected the Board considers Mr D’Almeida will be an independent Director.

10.4 Board recommendation

The Board has reviewed Mr D’Almeida’s performance since his appointment to the Board and considers that Mr D’Almeida’s skills and experience will continue to enhance the Board’s ability to perform its role. Accordingly, the Board supports the re-election of Mr D’Almeida and recommends that Shareholders vote in favour of Resolution 11.

11. RESOLUTION 12 – ELECTION OF DIRECTOR – MR PO SIU CHAN

11.1 General

The Constitution allows the Directors to appoint at any time a person to be a Director either to fill a casual vacancy or 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.

Pursuant to the Constitution and Listing Rule 14.4, any Director so appointed holds office only until the next annual general meeting and is then eligible for election by Shareholders but shall not be taken into account in determining the Directors who are to retire by rotation (if any) at that meeting.

Mr Chan, having been appointed by other Directors on 27 January 2021 in accordance with the Constitution, will retire in accordance with the Constitution and Listing Rule 14.4 and being eligible, seeks election from Shareholders.

11.2 Qualifications and other material directorships

Mr Chan was re-appointed to the Board in January 2021, having previously served as a director of the Company from February 2015 to February 2017. He is a fellow of the Institute of Chartered Accountants in Australia and is the Chairman of Mercurius Consulting Group Limited in Hong Kong. Mr Chan has experience in business consulting and investment banking in China and the Asia Pacific region. Mr Chan has held roles as a Director at PwC in the Advisory division and as a Senior Manager at ANZ in its Project Finance division and has significant experience in transactions in China and Asia Pacific. He holds a Masters Degree in Commerce (specialised in Banking and Finance) from the University of New South Wales in Sydney and a Bachelor Degree in Commerce from the University of Sydney in Sydney.

11.3

Independence

Mr Chan has no interests, position or relationship that might influence, or reasonably be perceived to influence, in a material respect his capacity to bring an independent judgement to bear on issues before the Board and to act in the best interest of the Company as a whole rather than in the interests of an individual security holder or other party.

If elected the Board considers that Mr Chan will be an independent Director.

23

2974-07/2884896_20

11.4 Other material information

The Company conducts appropriate checks on the background and experience of candidates before their appointment to the Board. These include checks as to a person’s experience, educational qualifications, character, criminal record and bankruptcy history. The Company undertook such checks prior to the appointment of Mr Chan.

Mr Chan has confirmed that he considers he will have sufficient time to fulfil his responsibilities as a Non-Executive Director of the Company and does not consider that any other commitment will interfere with his availability to perform his duties as a Director of the Company.

11.5 Board recommendation

The Board has reviewed Mr Chan’s performance since his appointment to the Board and considers that Mr Chan’s skills and experience will continue to enhance the Board’s ability to perform its role. Accordingly, the Board supports the election of Mr Chan and recommends that Shareholders vote in favour of Resolution 12.

12. RESOLUTION 13 – ELECTION OF DIRECTOR – MR PAUL CHARLES GARNER

12.1 General

A summary of the Constitutional requirements for the appointment of Directors is included at Section 11.1.

Pursuant to the Constitution and Listing Rule 14.4, any Director so appointed holds office only until the next annual general meeting and is then eligible for election by Shareholders but shall not be taken into account in determining the Directors who are to retire by rotation (if any) at that meeting.

Mr Garner, having been appointed by other Directors on 10 September 2021 in accordance with the Constitution, will retire in accordance with the Constitution and Listing Rule 14.4 and being eligible, seeks election from Shareholders.

12.2 Qualifications and other material directorships

Mr Garner has a well-rounded knowledge of the oil and gas industry having served on the board of a number of public listed companies over the past 15 years. He has served in the capacity of an Executive Director for various entities, focussing on the capital raising and restructuring of those companies at various stages of their development. More recently, Mr Garner was a Non-Executive Director of Global Energy Ventures Limited, where he also served as an Executive Director and the Managing Director.

12.3 Independence

Mr Garner has no interests, position or relationship that might influence, or reasonably be perceived to influence, in a material respect his capacity to bring an independent judgement to bear on issues before the Board and to act in the best interest of the Company as a whole rather than in the interests of an individual security holder or other party.

If elected the Board considers that Mr Garner will be an independent Director.

24

2974-07/2884896_20

12.4 Other material information

The Company conducts appropriate checks on the background and experience of candidates before their appointment to the Board. These include checks as to a person’s experience, educational qualifications, character, criminal record and bankruptcy history. The Company undertook such checks prior to the appointment of Mr Garner.

Mr Garner has confirmed that he considers he will have sufficient time to fulfil his responsibilities as a Non-Executive Director of the Company and does not consider that any other commitment will interfere with his availability to perform his duties as a Non-Executive Director of the Company.

12.5 Board recommendation

The Board has reviewed Mr Garner’s performance since his appointment to the Board and considers that Mr Garner’s skills and experience will continue to enhance the Board’s ability to perform its role. Accordingly, the Board supports the election of Mr Garner and recommends that Shareholders vote in favour of Resolution 13.

13. RESOLUTION 14 – ELECTION OF DIRECTOR – MR AVON MCINTYRE

13.1 General

A summary of the Constitutional requirements for the appointment of Directors is included at Section 11.1.

Pursuant to the Constitution and Listing Rule 14.4, any Director so appointed holds office only until the next annual general meeting and is then eligible for election by Shareholders but shall not be taken into account in determining the Directors who are to retire by rotation (if any) at that meeting.

Mr Avon McIntyre, having been appointed by other Directors on 24 February 2022 in accordance with the Constitution, will retire in accordance with the Constitution and Listing Rule 14.4 and being eligible, seeks election from Shareholders.

13.2

Qualifications and other material directorships

Mr McIntyre holds a PhD in Geology from Waikato University in New Zealand and has more than 20 years’ experience in both minerals and oil and gas exploration. He has held roles with government, service and operating companies. He departed Shell in late 2021, following 13 years of international service, to pursue natural hydrogen and helium exploration, which has been a topic of professional and personal interest since 2015. Mr McIntyre has been providing consulting services to the Company since October 2021.

13.3 Independence

Mr McIntyre has no interests, position or relationship that might influence, or reasonably be perceived to influence, in a material respect his capacity to bring an independent judgement to bear on issues before the Board and to act in the best interest of the Company as a whole rather than in the interests of an individual security holder or other party.

If elected the Board does not consider Mr McIntyre will be an independent Director.

25

2974-07/2884896_20

13.4 Other material information

The Company conducts appropriate checks on the background and experience of candidates before their appointment to the Board. These include checks as to a person’s experience, educational qualifications, character, criminal record and bankruptcy history. The Company undertook such checks prior to the appointment of Mr McIntyre.

Mr McIntyre has confirmed that he considers he will have sufficient time to fulfil his responsibilities as a Chief Technical Officer and Executive Director of the Company and does not consider that any other commitment will interfere with his availability to perform his duties as a Director of the Company.

13.5 Board recommendation

The Board has reviewed Mr McIntyre’s performance since his appointment to the Board and considers that Mr McIntyre’s skills and experience will continue to enhance the Board’s ability to perform its role. Accordingly, the Board supports the election of Mr McIntyre and recommends that Shareholders vote in favour of Resolution 14.

26

2974-07/2884896_20

GLOSSARY

$ means Australian dollars.

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

ASIC means the Australian Securities & Investments Commission.

ASX means ASX Limited (ACN 008 624 691) or the financial market operated by ASX Limited, as the context requires.

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.

Closely Related Party of a member of the Key Management Personnel means:

• (a) a spouse or child of the member;

• (b) a child of the member’s spouse;

• (c) anyone else who is one of the member’s family and may be expected to influence the member, or be influenced by the member, in the member’s dealing with the entity;

• (d) a dependent of the member or the member’s spouse;

• (e) a company the member controls; or

• (f) a person prescribed by the Corporations Regulations 2001 (Cth) for the purposes of the definition of ‘closely related party’ in the Corporations Act.

Company means Triple Energy Limited (to be renamed ‘HyTerra Ltd’) (ACN 116 829 675).

Consolidation has the meaning given in Section 6.1.

Constitution means the Company’s constitution.

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the current directors of the Company.

Existing Conversion Securities has the meaning given in Section 3.1.

Existing Convertible Notes Deeds has the meaning given in Section 3.6.

Existing Convertible Notes has the meaning given in Section 3.1.

Existing Noteholders has the meaning given in Section 3.1.

Explanatory Statement means the explanatory statement accompanying the Notice.

Indian Ocean Securities means Indian Ocean Securities Pty Ltd (ACN 621 321 891).

27

2974-07/2884896_20

Key Management Personnel has the same meaning as in the accounting standards issued by the Australian Accounting Standards Board and means those persons having authority and responsibility for planning, directing and controlling the activities of the Company, or if the Company is part of a consolidated entity, of the consolidated entity, directly or indirectly, including any director (whether executive or otherwise) of the Company, or if the Company is part of a consolidated entity, of an entity within the consolidated group.

Listing Rules means the Listing Rules of ASX.

Market Value means the volume weighted average market price (as that term is defined in the Listing Rules) per Share during the previous five trading days.

Neutralysis means Neutralysis Industries Pty Ltd (ACN 156 261 791).

New Conversion Securities has the meaning given in Section 4.1.

New Convertible Notes Deeds has the meaning given in Section 5.4.

New Convertible Notes has the meaning given in Section 4.1.

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

Option means an option to acquire a Share.

Optionholder means a holder of an Option.

Performance Right means a right granted to acquire one or more shares by transfer or allotment upon satisfaction of the relevant performance milestone.

Plan ha the meaning given in Section 9.1.

Proposed Acquisition has the meaning given in Section 3.2.

Proposed Constitution has the meaning given in Section 8.1.

Proxy Form means the proxy form accompanying the Notice.

Public Offer has the meaning given in Section 3.2.

Re-Compliance has the meaning given in Section 3.2.

Remuneration Report means the remuneration report set out in the Director’s report section of the Company’s annual financial report for the year ended 31 March 2020.

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

Section means a section of the Explanatory Statement.

Securities means Shares, Options or Performance Rights.

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

Shareholder means a registered holder of a Share.

Unrelated Investors has the meaning given in Section 4.1.

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

28

2974-07/2884896_20

SCHEDULE 1 – MATERIAL TERMS AND CONDITIONS OF ATTACHING OPTIONS

(a) Entitlement

Each Option entitles the holder to subscribe for one Share upon exercise of the Option.

(b) Exercise Price

Subject to paragraph (i), the amount payable upon exercise of each Option will be 2.5 cents (on a post-Consolidation basis) ( Exercise Price ).

(c) Expiry Date

Each Option will expire at 5:00 pm (WST) on 30th June 2025 ( Expiry Date ).

An Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.

(d) Exercise Period

The Options are exercisable at any time on or prior to the Expiry Date ( Exercise Period ).

(e) Notice of Exercise

The Options may be exercised during the Exercise Period by notice in writing to the Company in the manner specified on the Option certificate ( Notice of Exercise ) and payment of the Exercise Price for each Option being exercised in Australian currency by electronic funds transfer or other means of payment acceptable to the Company.

(f) Exercise Date

The notice of exercise of Options may be deemed by the Company to be received at the end of the calendar month in which it is actually received and the Company shall comply with the Listing Rules with respect to the issue of resultant Shares and the issue of a statement of shareholding ( Exercise Date )

(g) Timing of issue of Shares on exercise

Within five Business Days after the Exercise Date, the Company will:

• (i) issue the number of Shares required under these terms and conditions in respect of the number of Options specified in the Notice of Exercise and for which cleared funds have been received by the Company;

• (ii) if required, give ASX a notice that complies with section 708A(5)(e) of the Corporations Act, or, if the Company is unable to issue such a notice, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors; and

• (iii) if admitted to the official list of ASX at the time, apply for official quotation on ASX of Shares issued pursuant to the exercise of the Options.

29

2974-07/2884896_20

If a notice delivered under (g)(ii) for any reason is not effective to ensure that an offer for sale of the Shares does not require disclosure to investors, the Company must, no later than 20 Business Days after becoming aware of such notice being ineffective, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors.

(h) Shares issued on exercise

Shares issued on exercise of the Options rank equally with the then issued shares of the Company.

(i) Reconstruction of capital

If at any time the issued capital of the Company is reconstructed, all rights of an Optionholder are to be changed in a manner consistent with the Corporations Act and the Listing Rules at the time of the reconstruction.

(j) Participation in new issues

There are no participation rights or entitlements inherent in the Options and holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Options without exercising the Options.

(k) Change in exercise price

An Option does not confer the right to a change in Exercise Price or a change in the number of underlying securities over which the Option can be exercised.

(l) Transferability

If at any time the Options are quoted on the ASX then the Options are transferable at such time. If at any time the Options are not quoted on the ASX and they have been issued for less than 12 months, then the Options are not transferable at such time. If at any time the Options have been issued for 12 months or more, then the Options are transferrable at such time.

30

2974-07/2884896_20

SCHEDULE 2 – MATERIAL TERMS AND CONDITIONS OF EXISTING CONVERTIBLE NOTES

The material terms and conditions of the Existing Convertible Note Deeds, the subject of Resolutions 2 to 5 is set out below and otherwise contain terms and conditions in respect of warranties given by both the Company and the Existing Noteholders, confidentiality, and others which are considered standard for agreements of its type:

Face Value of each Existing Convertible Note	AUD$1.00
Number of Existing Convertible Notes subscribed for	60,000
Principal Amount	AUD$60,000
Conversion	The Existing Convertible Notes shall be converted or otherwise redeemed (as the case may be) on the earlier of: (a) 1 July 2022 (Maturity Date), which if not converted by the Maturity Date must be redeemed in cash; or (b) no later than 3 Business Days after the date that the Company gives written notice to the Noteholder that it has received approval from Shareholders in accordance with the clause below (Conversion Notice).
Shareholder approval required for Conversion	The conversion of the Existing Convertible Notes is expressly subject to the Company obtaining Shareholder approval for the conversion in accordance with Listing Rule 7.1, and where applicable Listing Rule 10.11 and the Corporations Act.
Conversion Price	Subject to the Existing Convertible Notes converting in accordance with the clause above, the Shares will be issued at a deemed issue price of $0.02 (at a post-Consolidation price). The issue price of the Options will be nil of the basis that the Options are free attaching to the Shares.
Interest	The Existing Convertible Notes do not accrue interest until the Maturity Date, at which date interest will accrue from the Maturity Date until either redemption to conversion at a rate at 10% per annum and payable on conversion or redemption.
Events of Default	The Existing Convertible Note Deeds include various events of default which are considered standard for an agreement of its nature, including default where the Company fails to pay or repay any amount due and payable as and when required. If an event of default occurs which has not been remedied within the prescribed time, the Company will be required to redeem the outstanding Existing Convertible Notes for their face value within 10 Business Days of a demand by a Noteholder.
Use of Funds	the proceeds of the Existing Convertible Notes will be applied by the Company toward the costs and expenses to be incurred by the Company in undertaking a re-compliance in accordance with chapter 11 of the Listing Rules and otherwise for general working capital.
Ordinary Shares Ranking	Shares issued on conversion of the Existing Convertible Notes will be fully paid, will be unencumbered and will rank_pari passu_in all respects with the fully paid ordinary shares in the Company on issue. The attaching Options will be issued on the terms set out in Schedule 1.
Reconstruction	The Company is undertaking the Consolidation and the post- Consolidation Conversion Price is $0.02. If the consolidation is not approved, the Conversion Price will be$0.006per Share. If otherwise

31

2974-07/2884896_20

	there is a reconstruction (including consolidation, sub-division, reduction or return) of the issued capital of the Company, then the number of Shares into which each Existing Convertible Note is convertible will be adjusted in a manner consistent with the Corporations Act and, if applicable, the Listing Rules at the time of such reconstruction.
Voting rights and Participation Rights	The Noteholders will be able to attend general meetings of the Company but is not entitled to vote prior to conversion of the Existing Convertible Notes into Shares. Before conversion, the Noteholders is not entitled to participate in rights issues, returns of capital, bonus issues or capital reconstructions of the Company.

32

2974-07/2884896_20

SCHEDULE 3 – MATERIAL TERMS AND CONDITIONS OF NEW CONVERTIBLE NOTES

The material terms and conditions of the New Convertible Note Deeds are set out below and otherwise contain terms and conditions in respect of warranties given by both the Company and the noteholders, confidentiality, and others which are considered standard for an agreement of its type:

Face Value of each New Convertible Note	AUD$1.00
Number of New Convertible Notes subscribed for	625,000
Principal Amount	AUD$625,000
Conversion	The New Convertible Notes shall be converted or otherwise redeemed (as the case may be) on the earlier of: (a) 1 July 2022 (Maturity Date), which if not converted by the Maturity Date must be redeemed in cash; or (b) no later than 3 Business Days after the date that the Company gives written notice to the Noteholder that it has received approval from Shareholders in accordance with the clause below (Conversion Notice).
Shareholder approval required for Conversion	The conversion of the New Convertible Notes is expressly subject to the Company obtaining Shareholder approval for the conversion in accordance with Listing Rule 7.1, and where applicable Listing Rule 10.11 and the Corporations Act.
Conversion Price	Subject to the New Convertible Notes converting in accordance with the clause above, the Shares will be issued at a deemed issue price of $0.02 (at a post-Consolidation price). The issue price of the Options will be nil of the basis that the Options are free attaching to the Shares.
Interest	The New Convertible Notes do not accrue interest until the Maturity Date, at which date interest will accrue from the Maturity Date until either redemption to conversion at a rate at 10% per annum and payable on conversion or redemption.
Events of Default	The New Convertible Note Deeds include various events of default which are considered standard for an agreement of its nature, including default where the Company fails to pay or repay any amount due and payable as and when required. If an event of default occurs which has not been remedied within the prescribed time, the Company will be required to redeem the outstanding New Convertible Notes for their face value within 10 Business Days of a demand by a Noteholder.
Use of Funds	the proceeds of the New Convertible Notes will be applied by the Company toward the costs and expenses to be incurred by the Company in undertaking a re-compliance in accordance with chapter 11 of the Listing Rules and otherwise for general working capital.
Ordinary Shares Ranking	Shares issued on conversion of the New Convertible Notes will be fully paid, will be unencumbered and will rank_pari passu_in all respects with the fully paid ordinary shares in the Company on issue. The attaching Options will be issued on the terms set out in Schedule 1.
Reconstruction	The Company is undertaking the Consolidation and the post- Consolidation Conversion Price is $0.02. If the consolidation is not approved, the Conversion Price will be $0.006 per Share. If otherwise there is a reconstruction(includingconsolidation, sub-division, reduction

33

2974-07/2884896_20

	or return) of the issued capital of the Company, then the number of Shares into which each New Convertible Note is convertible will be adjusted in a manner consistent with the Corporations Act and, if applicable, the Listing Rules at the time of such reconstruction.
Voting rights and Participation Rights	The Noteholders will be able to attend general meetings of the Company but is not entitled to vote prior to conversion of the New Convertible Notes into Shares. Before conversion, the Noteholders is not entitled to participate in rights issues, returns of capital, bonus issues or capital reconstructions of the Company.

34

2974-07/2884896_20

SCHEDULE 4 – MATERIAL TERMS AND CONDITIONS OF EMPLOYEE INCENTIVE PLAN

The material terms and conditions of the Employee Securities Incentive Plan ( Plan ) are as follows:

Eligibility	Participants in the Plan may be: (a) an 'eligible participant' (as that term is defined in ASIC Class Order 14/1000) in relation to the Company or an associated body corporate; and (b) has been determined by the Board to be eligible to participate in the Plan from time to time, who is declared by the Board in its sole and absolute discretion to be eligible to receive grants of Options, Performance Rights and Shares (Securities) under the Plan (Eligible Participant).
Invitation	The Company may, at the sole and absolute discretion of the Board, offer and issue to an Eligible Participant any (or any combination) of the different types of Securities provided under the Plan. The terms and conditions of Securities offered or granted under the Plan to each Eligible Participant will be determined by the Board in its sole and absolute discretion.
Convertible Security	Each Option and/or Performance Right (Convertible Security) represents a right to acquire one or more Shares, subject to the terms and conditions of the Plan. Prior to a Convertible Security being exercised a Participant does not have any interest (legal, equitable or otherwise) in any Share the subject of the Convertible Security by virtue of holding the Convertible Security. A Participant may not sell, assign, transfer, grant a security interest over or otherwise deal with a Convertible Security that has been granted to them unless otherwise determined by the Board. A Participant must not enter into any arrangement for the purpose of hedging their economic exposure to a Convertible Security that has been granted to them.
Vesting of a Convertible Security	Any vesting conditions applicable to the grant of Convertible Securities will be described in the Invitation. If all the vesting conditions are satisfied and/or otherwise waived by the Board, a vesting notice will be sent to the Participant by the Company informing them that the relevant Convertible Securities have vested. Unless and until the vesting notice is issued by the Company, the Convertible Securities will not be considered to have vested. For the avoidance of doubt, if the vesting conditions relevant to a Convertible Security are not satisfied by the due date and/or otherwise waived by the Board, that Convertible Security will lapse.
Exercise of Convertible Securities and cashless exercise	To exercise a Convertible Security, the Participant must deliver a signed notice of exercise and, subject to a cashless exercise of Options (see below), pay the exercise price (if any) to or as directed by the Company, at any time following vesting of the Convertible Security (if subject to vesting conditions) and prior to the expiry date as set out in the Invitation or vesting notice. The Board may determine in its sole and absolute discretion that a Participant will not be required to provide payment of the exercise price of Options, but that on exercise of the Options, the Company will only allot and issue or transfer that number of Plan Shares to the Participant that are equal in value to the difference between the exercise price otherwise payable in relation to the Options and the then Market Value of the Plan Shares as at the time of the exercise (with the number of Plan Shares rounded down).

35

2974-07/2884896_20

	A Convertible Security may not be exercised unless and until that Convertible Security has vested in accordance with the Plan rules, or such earlier date as set out in the Plan rules.
Shares	The Board may from time to time make an invitation to an Eligible Participant to acquire Shares under the Plan. The Board will determine in its sole and absolute discretion the acquisition price (if any) for each Share which may be nil. The Shares may be subject to performance hurdles and/or vesting conditions as determined by the Board. Where Shares granted to a Participant are subject to performance hurdles and/or vesting conditions, the Participant's Shares will be subject to certain restrictions until the applicable performance hurdles and/or vesting conditions (if any) have been satisfied, waived by the Board or are deemed to have been satisfied under these Rules.
Forfeiture	In respect of each offer of Securities, the Board may determine, criteria, requirements or conditions which if met (notwithstanding the satisfaction or waiver of any performance hurdles and vesting conditions) will result in the lapsing of Convertible Securities or a Participant surrendering Shares (Forfeiture Conditions). Where such Forfeiture Conditions are met, unless the Board in its sole discretion determines otherwise, all unvested and vested Convertible Securities will automatically lapse and all unvested and vested Shares will automatically be surrendered. In addition, where the Board determines that a Participant has acted fraudulently or dishonestly, or wilfully breaches his or her duties to the Group, the Board may in its discretion deem all Securities to be forfeited.
Rights attaching to Shares	Any Shares allotted, issued or transferred by the Company to a Participant under the Plan (including on exercise or conversion of Convertible Securities) will rank equally with all existing Shares on and from the date of allotment, issue or transfer, including in respect of all rights and bonus issues.
Disposal Restrictions	If the invitation provides that any Shares held by any Participants are subject to any restrictions as to the disposal or other dealing by a Participant for a period, the Board may implement any procedure it deems appropriate to ensure the compliance by the Participant with this restriction. For so long as Shares held by any Participants are subject to any disposal restrictions under the Plan, the Participant must not transfer, encumber or otherwise dispose of, or have a security interest granted over that Share or take any action if to do so would contravene applicable laws.
Change of Control	If a change of control event occurs in relation to the Company, the Board may in its discretion determine the manner in which any or all of the Participant's Convertible Securities will be dealt with, including a manner that allows the Participant to participate in and/or benefit from any transaction arising from or in connection with the change of control event.
Employee Share Trust	The Board may in its sole and absolute discretion use an employee share trust or other mechanism for the purposes of holding Securities for Participants under the Plan and delivering Shares on behalf of Participants upon exercise of Options and/or Performance Rights (as the case may be).
Participation Rights	During the currency of any Convertible Securities and prior to their vesting, Participants are not entitled to participate in any new issue of Securities of the Company as a result of their holding Convertible Securities.
Leaver	Where a Participant who holds Securities becomes a leaver, Securities will automatically be forfeited by the Participant unless the Board in its absolute discretion, resolves to allow the Participant to continue to hold the Securities after the Participant becomes a leaver due to: (a) death or total and permanent disability; or

36

2974-07/2884896_20

	(b) retirement or redundancy; or (c) the suffering of severe financial hardship; or (d) any other circumstances determined by mutual agreement of the Board and the Participant at any time (whether before or after the Invitation).
Reorganisation	Subject to all applicable laws, following any variation to the issued capital of the Company arising from: (a) a reduction, subdivision or consolidation of the issued capital of the Company; (b) a reorganisation of the issued capital of the Company; (c) a distribution of assets in specie; (d) the payment of a dividend, otherwise than in the ordinary course, of an amount substantially in excess of the Company's normal distribution policy; or (e) any issue of Shares or other equity securities or instruments which convert into Shares by way of capitalisation of profits or reserves, the number of Securities to which each Participant holds under the Plan, and the exercise price of Options (if any) held by each Participant, will be adjusted in accordance with the Listing Rules.
Amendment of Plan	Subject to the following paragraph, the Listing Rules and the Company’s constitution, the Board may at any time amend any provisions of the Plan rules, including (without limitation) the terms and conditions upon which any Securities that have been granted under the Plan and determine that any amendments to the Plan rules be given retrospective effect, immediate effect or future effect. No amendment to any provision of the Plan rules may be made if the amendment materially reduces the rights of any Participant as they existed before the date of the amendment, other than an amendment introduced primarily for the purpose of complying with legislation or to correct manifest error or mistake, amongst other things, or is agreed to in writing by the relevant Participant.

37

2974-07/2884896_20

LODGE YOUR PROXY APPOINTMENT ONLINE

==> picture [92 x 61] intentionally omitted <==

ONLINE PROXY APPOINTMENT

www.advancedshare.com.au/investor-login

MOBILE DEVICE PROXY APPOINTMENT Lodge your proxy by scanning the QR code below, and enter your registered postcode. It is a fast, convenient and a secure way to lodge your vote.

ANNUAL GENERAL MEETING PROXY FORM

I/We being shareholder(s) of Triple Energ� Limited �to be renamed �H�terra Ltd�� and entitled to attend and vote hereby:

APPOINT A PROXY

The Chair of ��� PLEASE NOTE: If you leave the section blank, the Chair OR the Meeting of the Meeting will be your proxy.

or failing the individual(s) or body corporate(s) named, or if no individual(s) or body corporate(s) named, the Chair of the Meeting, as my/our proxy to act generally at the Meeting on my/our behalf, including to vote in accordance with the following directions (or, if no directions have been given, and to the extent permitted by law, as the proxy sees fit), at the Annual General Meeting of the Company to be held at Advanced Share Registry, 110 Stirling Highway, Nedlands 6009 WA on 30 June 2022 at 10.30am (WST) and at any adjournment or postponement of that Meeting. Chair �s voting intentions in relation to undirected pro�ies� The Chair intends to vote all undirected proxies in favour of all Resolutions. In exceptional circumstances, the Chair may change his/her voting intentions on any Resolution. In the event this occurs, an ASX announcement will be made immediately disclosing the reasons for the change.

Chair authorised to exercise undirected proxies on remuneration related resolutions: Where I/we have appointed the Chair of the Meeting as my/our proxy (or the Chair becomes my/our proxy by default), I/we expressly authorise the Chair to exercise my/our proxy on Resolutions 1 & 10 (except where I/we have indicated a different voting intention below) even though these resolution are connected directly or indirectly with the remuneration of a member(s) of key management personnel, which includes the Chair .

VOTING DIRECTIONS

	ANNUAL GENERAL MEETING PROXY FORM I/We being shareholder(s) ofTriple Energ� Limited �to be renamed �H�terra Ltd��and entitled to attend and vote hereby:
STEP 1	APPOINT A PROXY The Chair of the Meeting OR ���PLEASE NOTE:If you leave the section blank, the Chair of the Meeting will be your proxy. or failing the individual(s) or body corporate(s) named, or if no individual(s) or body corporate(s) named, the Chair of the Meeting, as my/our proxy to act generally at the Meeting on my/our behalf, including to vote in accordance with the following directions (or, if no directions have been given, and to the extent permitted by law, as the proxy sees fit), at the Annual General Meeting of the Company to be held atAdvanced Share Registry, 110 Stirling Highway, Nedlands 6009 WA on 30 June 2022 at 10.30am (WST)and at any adjournment or postponement of that Meeting. Chair�s voting intentions in relation to undirected pro�ies�The Chair intends to vote all undirected proxies in favour of all Resolutions. In exceptional circumstances, the Chair may change his/her voting intentions on any Resolution. In the event this occurs, an ASX announcement will be made immediately disclosing the reasons for the change. Chair authorised to exercise undirected proxies on remuneration related resolutions:Where I/we have appointed the Chair of the Meeting as my/our proxy (or the Chair becomes my/our proxy by default), I/we expressly authorise the Chair to exercise my/our proxy on Resolutions 1 & 10 (except where I/we have indicated a different voting intention below) even though these resolution are connected directly or indirectly with the remuneration of a member(s) of key management personnel, which includes the Chair .
	VOTING DIRECTIONS
	Resolutions For Against Abstain*
	1 Adoption of Remuneration Report � � �
2	2 Approval to issue Shares and Attaching Options on Conversion of 10,000 Existing Convertible Notes to Mr John Theodore Coufos � � �
	3 Approval to issue Shares and Attaching Options on Conversion of 10,000 Existing Convertible Notes to G&P Redfearn Investments PtyLtd � � �
	4 Approval to issue Shares and Attaching Options on Conversion of 10,000 Existing Convertible Notes to Colosseum Securities PtyLtd � � �
	5 Approval to issue Shares and Attaching Options on Conversion of 30,000 Existing Convertible Notes to Amberwood Nominees PtyLtd � � �
EP	6 Approval to issue Shares and Attaching Options on Conversion of 625,000 New Convertible Notes � � �
T	7 Consolidation of Capital � � �
S	8 Change of Company Name � � �
	9 Replacement of Constitution � � �
	10 Adoption of Employee Securities Incentive Plan � � �
	11 Re-Election of Director� Mr Murra� Ho�ard d�Almeida � � �
	12 Election of Director�Mr Po Siu Chan � � �
	13 Election of Director�Mr Paul Charles Garner � � �
	14 Election of Director�Mr Avon McIntyre � � �
	* If you mark the Abstain box for a particular Resolution, 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. �
	SIGNATURE OF SHAREHOLDERS� THIS MUST BE COMPLETED
	Shareholder 1(Individual) Joint Shareholder 2(Individual) Joint Shareholder 3(Individual)
3	Sole Director and Sole CompanySecretary Director/CompanySecretary (Delete one) Director
STEP	This form should besigned b� the shareholder� If a joint holding� all the shareholders should sign� If signed b� the shareholder�s attorne�� thepower of
	attorney must have been previously noted by the registry or a certified copy attached to this form. If executed by a company, the form must be executed
	in accordance �ith the compan��s constitution and the Corporations Act ���� �Cth��
	Email Address
	Please tick here to agree to receive communications sent by the Company via email. This may include meeting notifications, dividend remittance, and selected announcements.

HOW TO COMPLETE THIS SHAREHOLDER PROXY FORM

IF YOU WOULD LIKE TO ATTEND AND VOTE AT THE MEETING, PLEASE BRING THIS FORM WITH YOU. THIS WILL ASSIST IN REGISTERING YOUR ATTENDANCE.

CHANGE OF ADDRESS

This form sho�s �our address as it appears on Compan��s share register� If this information is incorrect, please make the correction on the form. Shareholders sponsored by a broker should advise their broker of any changes.

APPOINTMENT OF A PROXY

If you wish to appoint the Chair as your proxy, mark the box in Step 1. If you wish to appoint someone other than the Chair, please write th at person�s name in the box in Step 1. A proxy need not be a shareholder of the Company. A proxy may be an individual or a body corporate.

DEFAULT TO THE CHAIR OF THE MEETING

If you leave Step 1 blank, or if your appointed proxy does not attend the Meeting, then the proxy appointment will automatically default to the Chair of the Meeting.

VOTING DIRECTIONS � PROXY APPOINTMENT

You may direct your proxy on how to vote by placing a mark in one of the boxes opposite each resolution of business. All your shares will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on any resolution by inserting the percentage or number of shares you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on a given resolution, your proxy may vote as they choose to the extent they are permitted by law. If you mark more than one box on a resolution, your vote on that resolution will be invalid.

CORPORATE REPRESENTATIVES

If a representative of a nominated corporation is to attend the Meeting the appropriate �Certificate of Appointment of Corporate Representative� should be produced prior to admission in accordance with the Notice of Meeting. A Corporate Representative Form may be obtained from Advanced Share Registry.

SIGNING INSTRUCTIONS ON THE PROXY FORM

Individual:

Where the holding is in one name, the security holder must sign.

Joint Holding:

Where the holding is in more than one name, all of the security holders should sign.

Power of Attorney:

If you have not already lodged the Power of Attorney with Advanced Share Registry, please attach the original or 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 can sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please sign in the appropriate place to indicate the office held.

LODGE YOUR PROXY FORM

PROXY VOTING BY KEY MANAGEMENT PERSONNEL

If you wish to appoint a Director (other than the Chair) or other member of the Compan��s ke� management personnel, or their closely related parties, as your proxy, you must specify how they should vote on Resolutions 1 & 10, by marking the appropriate box. If you do not, your proxy will not be able to exercise your vote for Resolutions 1 & 10.

PLEASE NOTE: If you appoint the Chair as your proxy (or if they are appointed by default) but do not direct them how to vote on a resolution (that is, you do not complete an� of the bo�es �For�� �Against� or �Abstain� opposite that resolution), the Chair may vote as they see fit on that resolution.

APPOINTMENT OF A SECOND PROXY

You are entitled to appoint up to two 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 Advanced Share Registry Limited or you may copy this form and return them both together.

To appoint a second proxy you must:

• (a) on each Proxy Form state the percentage of your voting rights or number of shares 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 your votes. Fractions of votes will be disregarded; and

• (b) return both forms together.

COMPLIANCE WITH LISTING RULE 14.11

In accordance to Listing Rule 14.11, if you hold shares on behalf of another person(s) or entity/entities or you are a trustee, nominee, custodian or other fiduciary holder of the shares, you are required to ensure that the person(s) or entity/entities for which you hold the shares are not excluded from voting on resolutions where there is a voting exclusion. Listing Rule 14.11 requires you to receive written confirmation from the person or entity providing the voting instruction to you and you must vote in accordance with the instruction provided.

This Proxy Form (and any power of attorney under which it is signed) must be received at an address given below by 10.30am (WST) on 28 June 2022, being not later than 48 hours before the commencement of the Meeting. Proxy Forms received after that time will not be valid for the scheduled Meeting.

==> picture [11 x 11] intentionally omitted <==

ONLINE PROXY APPOINTMENT

www.advancedshare.com.au/investor-login

==> picture [11 x 11] intentionally omitted <==

BY MAIL Advanced Share Registry Limited 110 Stirling Hwy, Nedlands WA 6009; or PO Box 1156, Nedlands WA 6909

==> picture [11 x 11] intentionally omitted <==

BY FAX +61 8 6370 4203 BY EMAIL admin@advancedshare.com.au

==> picture [11 x 11] intentionally omitted <==

==> picture [11 x 11] intentionally omitted <==

IN PERSON Advanced Share Registry Limited 110 Stirling Hwy, Nedlands WA 6009 ALL ENQUIRIES TO Telephone: +61 8 9389 8033

==> picture [11 x 11] intentionally omitted <==

By lodging your proxy votes, you confirm to the company that you are in compliance with Listing Rule 14.11.

==> picture [114 x 75] intentionally omitted <==

27 May 2022

Dear Shareholder,

– Annual General Meeting Notice and Proxy Form

T�i�le E�e�g� Li�i�ed ��� be �e�a�ed �H�Te��a L�d�� (ASX: TNP) ( TNP or the Company ) is convening an Annual General Meeting ( Meeting ) to be held at 10:30am (WST) on 30 June 2022 at Advanced Share Registry 110 Stirling highway Nedlands 6009 WA

In accordance with the Corporations Amendments (Meetings and Documents) Act 2022 which came into effect on 1 April 2022, the Company will not be dispatching physical copies of the Notice of Meeting ( Notice ). Instead, the Notice is being made available to shareholders electronically and can be viewed and downloaded online at the following link: https://www.hyterra.com.au/#investors � The N��ice �ill al�� be ����ed �� �he C���a���� ASX market announcements page. Shareholders are encouraged to complete and lodge their proxies online or otherwise in accordance with the instructions set out in the proxy form and the Notice.

A copy of your personalised proxy form is enclosed for your convenience. Your proxy voting instructions must be received by 10:30am (WST) on 28 June 2022, being not less than 48 hours before the commencement of the Meeting. Any proxy voting instructions received after that time will not be valid for the Meeting. The Company strongly encourages shareholders to lodge a directed proxy form.

Circumstances relating to COVID-19 can change rapidly and shareholders are urged to monitor applicable government guidance. The Company will update shareholders if changing circumstances will impact planning or the arrangements for the Meeting by way of announcement on ASX and the details will also be made available on our website at https://www.hyterra.com.au/#investors.

The Notice is important and should be read in its entirety. If you are in doubt as to the course of action you should follow, you should consult your financial adviser or other professional adviser. If you have any difficulties obtaining a copy of the Notice, please contact Advanced Share Registry on 1300 113 258 (within Australia) or +61 8 9389 8033 (overseas) or the Company Secretary, Alexr Neuling, on +61 8 6153 1861 between 9am to 5pm (AWST), Monday to Friday.

Yours faithfully

Alex Neuling Company Secretary Triple Energy Limited

Triple Energy Limited | ACN 116 829 675 Unit 9, 335 Hay Street, Subiaco, WA 6008 Telephone: +61 8 6478 7730 | Fax: +61 8 6478 7739 | Web: www.hyterra.com.au