HYTERRA LTD — Annual Report 2012

Jun 28, 2012

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Triple Energy Limited (Formerly Tango Petroleum Limited) ABN 68 116 829 675

Annual Financial Report

31 March 2012

Contents	**Page **
Corporate Information	1
Directors’ Report	2
Corporate Governance Statement	10
Auditor’s Independence Declaration	15
Statement of Comprehensive Income	16
Statement of Financial Position	17
Statement of Changes in Equity	18
Statement of Cash Flows	19
Notes to the Financial Statements	20
Directors’ Declaration	38
Independent Auditor’s Report	39
Additional Shareholder Information	41

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CORPORATE INFORMATION ABN 23 380 374 314

Directors

Mr Paul Underwood Mr Mathew Walker Mr Garry Ralston

Company secretary

Mr James Robinson

Registered office Suite 9, 1200 Hay Street WEST PERTH WA 6005 Telephone: (08) 6460 4960 Facsimile: (08) 9324 3045

Principal place of business Suite 9, 1200 Hay Street WEST PERTH WA 6005

Share register Security Transfer Registrars Pty Ltd 770 Canning Highway APPLECROSS WA 6153

Solicitors

Steinepreis Paganin Level 4, Next Building 16 Milligan Street PERTH WA 6000

Bankers

National Australia Bank Level 1, 1238 Hay Street WEST PERTH WA 6005

Auditors HLB Mann Judd Level 4, 130 Stirling Street PERTH WA 6000

Website www.tripleenergy.net

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DIRECTORS’ REPORT

Your directors submit the annual financial report of the Company for the financial year ended 31 March 2012. In order to comply with the provisions of the Corporations Act, the directors report as follows:

Directors

The names of directors who held office during or since the end of the year and until the date of this report are as follows. Directors were in office for this entire period unless otherwise stated.

Mr Paul Underwood Executive Chairman (appointed 14 February 2012) Mr Mathew Walker Non-Executive Director Mr Garry Ralston Non-Executive Director Mr Tim Johnston Non-Executive Chairman (resigned 14 February 2012)

Names, qualifications, experience and special responsibilities

Mr Paul Underwood Executive Chairman Age: 56 Qualifications: Bachelor of Business, Grad Diploma in Applied Finance, Chartered Accountant

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

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

Mr Mathew Walker Non-Executive Director Age: 41 Qualifications: Bachelor of Business

Mr Walker has extensive experience in public company management and in the provision of corporate advice. Specialising in the natural resources sector, Mr Walker has served as executive Chairman or Managing Director for public companies with mineral interests in North America, South America, Africa, Eastern Europe, Australia and Asia. Currently he serves as Chairman of Blue River Mining Limited. He is also Chairman of corporate advisory firm Cicero Corporate Services based in London UK.

During the last three years, Mr Walker has served as a director of the following listed companies:

• Aspire Mining Limited (resigned 12 February 2010)

• Hastings Rare Metals Limited (resigned 10 November 2011)

• Pilbara Minerals Limited (resigned 26 August 2010)

• Pacific Ore Limited (resigned 20 November 2009)

Mr Garry Ralston Non-Executive Director Age: 56 Qualifications: Licensed Finance Broker (CFB)

Mr Garry Ralston serves as a Non-Executive Director of the Company and is based in Perth, Western Australia. Mr Ralston has been directly involved in the banking and finance industry for over 35 years. Mr Ralston was a co-founder and until recently a director of Finance and Systems Technology (FAST) which is one of Australia's premier mortgage aggregators. Mr Ralston is also a director and co-founder of Select Mortgage Services.

During the last three years Mr Ralston has served as a director of the following listed companies:

• Hastings Rare Metals Limited (resigned 9 March 2011)

• Pilbara Minerals Limited (resigned 12 February 2010)

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DIRECTORS’ REPORT (continued)

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Company Secretary

Mr James Robinson Company Secretary Age: 33 Qualifications: Bachelor of Economics

Mr Robinson gained extensive capital markets experience during 10 years with one of Western Australia’s leading corporate advisory and stockbroking firms. He currently serves as a Director of Cohiba Minerals Limited (ASX: CHK), Condor Energy Services Limited and corporate advisory firm Cicero Corporate Services.

He is a member of the Australia Institute of Company Directors and holds a Bachelor of Economics from the University of Western Australia.

Interests in the shares and options of the Company

The following relevant interests in shares and options of the Company or a related body corporate were held by the directors as at the date of this report.

Directors	Number of options over ordinary shares	Number of fully paid ordinary shares
Mr Paul Underwood	60,000,000*	10,000,000
Mr Mathew Walker	14,564,600**	31,000,000
Mr Garry Ralston	6,000,000**	6,000,000

* Options were issued in March 2012 following shareholder approval received in connection with Mr Underwood’s appointment as Executive Chairman. 45,000,000 of these are still subject to vesting conditions. ** Options were issued in the Entitlement Issue completed in July 2011 and are exercisable at 6 cents on or before 30 June 2012.

No ordinary shares were issued by the Company during or since the end of the financial year as a result of the exercise of an option.

There are no unpaid amounts on the shares issued.

At the date of this report unissued ordinary shares of the Company under option are:

Class	Expiry Date	Exercise price	Number of options
Listed	30 June 2012	$0.06	99,000,000
A	14 February 2016	$0.03	15,000,000 (vested)
B*	14 February 2016	$0.03	15,000,000
C*	14 February 2016	$0.04	15,000,000
D*	14 February 2016	$0.04	15,000,000
			159,000,000

• Subject to Vesting Conditions

• Class B - 15,000,000 options exercisable at 3 cents vesting on completion of a capital raising by the Company of not less than $2,000,000;

• Class C – 15,000,000 options exercisable at 4 cents vesting if TNP shares trade at a VWAP of 5 cents or above on the ASX for 10 consecutive trading days;

• Class D – 15,000,000 options exercisable at 4 cents vesting if TNP shares trade at a VWAP of 8 cents or above on the ASX for 10 consecutive trading days.

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DIRECTORS’ REPORT (continued)

Dividends

No dividends have been paid or declared since the start of the financial year and the directors do not recommend the payment of a dividend in respect of the financial year.

Principal Activities

The principal activity of the Company during the year was the exploration for natural resources.

Review of Operations

Lyons Point Prospect

The Pruitt et al #1, the initial test well for the Lyons Point Prospect was spudded on 13 September 2011 and reached TD of 16,500ft on 21 November 2011.

The well was drilled through what was expected to be the Marg Tex 3 Sands at 16,300ft and accordingly the project partners agreed to extend the well a further 200ft. The Marg Tex 3 is highly productive in analogue fields immediately to the south of the Lyons Prospect. Procession Drilling agreed to complete the extra 200ft under an extension of the drilling Turnkey contract.

The well was operated by Clayton Williams Energy Inc. under a turnkey fixed cost drilling contract with Precision Drilling. The prospect had a closure of circa 400 acres with a most likely resource potential of 3 MMBC (Million Barrels Condensate) and 60 BCFG (Billion Cubic Feet Gas) with upside potential of 4 MMBC and 80 BCFG.

The Lyons Point Prospect was a seismically defined, upthrown fault bounded structural closure. The objective section was provided by the prolific Oligocene Marginulina Texana (MT) 1, 2, and 3 Sands. The MT sands are productive in several fields in the immediate surrounding area and include the nearby Leleux Field, which has cumulative production of 5 MMBC and 300 BCFG from the MT interval.

Electric Logging of the Pruitt et al #1 was completed with log results indicating the prospect was not commercial and on 24 November 2011 the partners announced they had decided to plug and abandon the well.

The Joint Venture is currently in progress of abandoning the drilling site.

Board and Management Changes

In February 2012, the Company announced the appointment of Mr Paul Underwood as Executive Chairman. Mr Underwood has 30 years experience in the upstream oil and gas sector and corporate advisory. He is the former founding Managing Director and Chief Executive Officer of Tap Oil Limited, a position he held for eleven years. Mr Underwood presided over Tap Oil during its progression from an unlisted junior start-up company into a significant participant in the oil and gas sector with a market capitalisation of several hundred million dollars.

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

Mr Mathew Walker vacated his position as Executive Chairman but remained as a Director and Mr Tim Johnston resigned from the Board in March 2012.

Corporate

During the June quarter 2011, the Company announced an entitlement issue of options to raise up to $430,000 (before costs) through the issue of 86,000,000 options at $0.005. This capital raising was finalised in July 2011 following the placement of the shortfall.

During the December quarter 2011, the Company announced an entitlement issue to raise $1,200,000 (before costs) through the issue of up to 120,000,000 shares at $0.01. This capital raising was finalised in February 2012 following the placement of the shortfall.

The Company raised a further $100,000 in March 2012 through the issue of 10,000,000 shares at $0.01 to Mr Paul Underwood as approved at the meeting of shareholders held in March 2012.

The Company has disputed an amount of approximately US$195,000 cash called by Caza Operating, LLC, the operator of the Marion Baker, Et Al, No 1 exploration well drilled on the Amazon prospect in the United Sates during early 2011. The Company considers this cash call is not payable due to a material non-disclosure of critical information and has accordingly disputed it. No legal proceedings have been entered into at this stage.

Project Evaluation

The Company is currently evaluating a number of potential opportunities with the objective of developing a portfolio of value adding projects in the oil, gas and energy sector. The market will be updated with any developments in this regard if and when they occur.

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DIRECTORS’ REPORT (continued)

Operating results for the year

The consolidated net loss after income tax attributable to members of the Company amounted to $2,415,446 (2011: $4,047,333).

Review of financial conditions

The Company currently has $734,195 in cash assets which the Directors believe is sufficient to enable the Company to continue to review new opportunities. However it is likely the Company will need to raise further capital in order to participate in future exploration activities.

Risk management

Details of the Company’s Risk Management policies are contained within the Corporate Governance Statement in the Directors’ Report.

Corporate Governance

Details of the Company’s Corporate Governance policies are contained within the Corporate Governance Statement in the Directors’ Report.

Significant events after balance date

There have not been any significant events since the balance date.

Likely developments and expected results

Disclosure of information regarding likely developments in the operations of the Company in future financial years and the expected results of those operations is likely to result in unreasonable prejudice to the Company. Therefore, this information has not been presented in this report.

Environmental legislation

The Company is subject to significant environmental and monitoring requirements in respect of its natural resources exploration activities.

The directors are not aware of any significant breaches of these requirements during the period.

Indemnification and insurance of Directors and Officers

The Company has agreed to indemnify all the directors of the Company for any liabilities to another person (other than the Company or related body corporate) that may arise from their position as directors of the Company and its controlled entities, except where the liability arises out of conduct involving a lack of good faith.

During the financial year the Company paid a premium in respect of a contract insuring the directors and officers of the Company and its controlled entities against any liability incurred in the course of their duties to the extent permitted by the Corporations Act 2001. The contract of insurance prohibits disclosure of the nature of the liability and the amount of the premium.

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DIRECTORS’ REPORT (continued)

Remuneration report

This report outlines the remuneration arrangements in place for directors and senior management of Triple Energy Limited (the “Company”) for the financial year ended 31 March 2012.

The following persons acted as directors during or since the end of the financial year:

Mr Paul Underwood (Executive Chairman) (appointed 14 February 2012)

Mr Mathew Walker (Non-Executive Director) (Executive director from beginning of the period to 14 February 2012) Mr Garry Ralston (Non-Executive Director)

Mr Tim Johnston (Non-Executive Director) (resigned 14 February 2012)

The term ‘senior management’ is used in this remuneration report to refer to the following persons. Except as noted the named persons held their current position for the whole of the financial year and since the end of the financial year: Mr Paul Underwood (Executive Chairman) (appointed 14 February 2012)

Mr Mathew Walker (Non-Executive Director) (Executive director from beginning of the period to 14 February 2012) Mr Garry Ralston (Non-Executive Director)

Mr Tim Johnston (Non-Executive Director) (resigned 14 February 2012)

Mr James Robinson (Company Secretary)

Remuneration philosophy

The performance of the Company depends upon the quality of the directors and executives. The philosophy of the Company in determining remuneration levels is to:

• set competitive remuneration packages to attract and retain high calibre employees;

• link executive rewards to shareholder value creation; and  establish appropriate, demanding performance hurdles for variable executive remuneration

Non-executive director committee

The Non-executive Director Committee of the Board of Directors of the Company is responsible for determining and reviewing compensation arrangements for the directors and the senior management team.

The Non-executive Director Committee assesses the appropriateness of the nature and amount of remuneration of directors and senior executives on a periodic basis by reference to relevant employment market conditions with an overall objective of ensuring maximum stakeholder benefit from the retention of a high quality Board and executive team.

Remuneration structure

In accordance with best practice Corporate Governance, the structure of non-executive director and executive remuneration is separate and distinct.

Non-executive director remuneration

The Board seeks to set aggregate remuneration at a level that provides the Company with the ability to attract and retain directors of the highest calibre, whilst incurring a cost that is acceptable to shareholders.

The ASX Listing Rules specify that the aggregate remuneration of non-executive directors shall be determined from time to time by a general meeting. The latest determination was at the Annual General Meeting held on 31 August 2010 when shareholders approved an aggregate remuneration of up to $250,000 per year.

The amount of aggregate remuneration sought to be approved by shareholders and the manner in which it is apportioned amongst directors is reviewed annually. The Board considers advice from external shareholders as well as the fees paid to non-executive directors of comparable companies when undertaking the annual review process.

Each director receives a fee for being a director of the Company.

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DIRECTORS’ REPORT (continued)

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Remuneration report (continued)

The remuneration of non-executive directors for the period ended 31 March 2012 is detailed in the Remuneration of directors and named executives in Table 1 of this report.

Senior manager and executive director remuneration

Remuneration consists of fixed remuneration and Company options (as determined from time to time). In addition the Company employees and directors, the Company has contracted key consultants on contractual basis. These contracts stipulate the remuneration to be paid to the consultants.

Fixed Remuneration

Fixed remuneration is reviewed annually by the non-executive directors committee (which assumes the role of the Remuneration Committee). The process consists of a review of relevant comparative remuneration in the market and internally and, where appropriate, external advice on policies and practices. The Committee has access to external, independent advice where necessary.

Fixed remuneration is paid in the form of cash payments.

The fixed remuneration component of the 5 most highly remunerated Company executives is detailed in Table 1.

Employment Contracts

PW Underwood

The Company has engaged Mr Paul Underwood effective as from 14 February 2012 as Executive Chairman. Mr Underwood is to be paid an annual remuneration of $100,000 plus statutory superannuation. Mr Underwood was further issued with share options over the fully paid shares in the Company as described in this Report. The shareholders approved the issue of these options at a meeting of the shareholders on 26 March 2012. Mr Underwood will also be reimbursed for reasonable expenses incurred in carrying out his duties. The Company intends to enter into an Executive Services Agreement with Mr Underwood in due course containing standard provisions for this type of position. The Company understands that it is required to provide three months notice prior to termination, or alternatively, payment in lieu of service and directors and officers indemnity insurance.

MD Walker

During the period and effective as from 1 July 2011 until 31 March 2012, the Company had a services agreement with Mr Mathew Walker (Services Agreement) under which he was engaged by the Company to provide services in the capacity of Executive Director. Under this Services Agreement, Mr Walker was paid a monthly remuneration of $16,000 plus superannuation of $12,960. The Company paid expenses incurred by Mr Walker during his employment. In the three months prior to 1 July 2011 the Company did not have a formal Services Agreement in place with Mr Walker.

The Services Agreement was terminated effective 31 March 2012 after both the Board and Mr Walker agreed in February 2012 not to renew this contract given the appointment of Mr Underwood. As part of this arrangement, Mr Walker has agreed to step down as a Director on or before 30 June 2012.

Mr Walker is also a shareholder and Director of Cicero Corporate Services Pty Ltd (“Cicero”). Cicero has a contract with the Company to provide Services including rent of the Company’s principal place of business, bookkeeping, accounting, company secretarial services and general corporate administration for a monthly fee of $12,000 plus GST. It has been agreed between the Company and Cicero that this contract will terminate on 31 July 2012.

The Company Secretary of Triple Energy Ltd, Mr James Robinson is also a Director and shareholder of Cicero.

Options

During the period ended 31 March 2012, there were 60,000,000 Options that were granted to Mr Underwood as part of director remuneration. 45,000,000 of these Options remain subject to satisfaction of vesting conditions.

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Remuneration of directors and named executives

Table 1: Directors’ and named executives remuneration for the year ended 31 March 2012

Short-term employee benefits	Post-employment benefits Equity Other Total	Post-employment benefits Equity Other Total	%
	Non- Monetary Benefits Superannuation	Prescribed Benefits Options	Performance Related
Salary & Fees Bonuses
Mr Paul Underwood 8,669 -	- 1,125	- 127,951 - 137,745	-
Mr Mathew Walker 192,325 -	- 12,960	- - - 205,285	-
Mr Garry Ralston 30,000 -	- -	- - - 30,000	-
Mr James Robinson 12,500 -	- -	- - - 12,500	-
Mr Tim Johnston 21,779 -	- -	- - - 21,779	-
Total 265,273 -	- 14,085	- 127,951 - 407,309	-

Table 2: Directors’ and named executives remuneration for the year ended 31 March 2011

	Short-term employee benefits	Short-term employee benefits		Post-employment	benefits	Equity	Other	Total	%
	Salary & Fees	Bonuses	Non- Monetary Benefits	Superannuation	Prescribed Benefits	Options			Performance Related
Mr Keith Goodall	16,597	-	-	-	-	-	-	16,597	-
Mr Mathew Walker	194,728	-	-	-	-	-	-	194,728	-
Mr Garry Ralston	30,000	-	-	-	-	-	-	30,000	-
Mr James Robinson	57,880	-	-	-	-	-	-	57,880	-
Mr Tim Johnston	12,282	-	-	-	-	-	-	12,282	-
Total	311,487	-	-	-	-	-	-	311,487	-

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DIRECTORS’ REPORT (continued)

Directors’ Meetings

The number of meetings of Directors held during the year and the number of meetings attended by each Director was as follows:

	**Board Meetings **	**Board Meetings **	**Independent Director Meetings **	**Independent Director Meetings **
**Director **	Attended	Eligible to Attend	Attended	Eligible to Attend
Mr Paul Underwood	3	3	-	-
Mr Mathew Walker	4	4	-	-
Mr Garry Ralston	3	4	1	1
Mr Tim Johnston	2	2	1	1

In addition, 10 circulating resolutions were signed by the board during the period.

Auditor’s Independence and Non-Audit Services

Section 307C of the Corporations Act 2001 requires our auditors, HLB Mann Judd, to provide the directors of the Company with an Independence Declaration in relation to the audit of the annual report. This Independence Declaration is set out on page 15 and forms part of this directors’ report for the year ended 31 March 2012.

Non-Audit Services

There were no non-audit services provided by the Company’s auditors in the current financial year.

Signed in accordance with a resolution of the Directors.

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Paul Underwood Executive Chairman Dated this 29[th] day of June 2012

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CORPORATE GOVERNANCE STATEMENT

The Board of Directors of Triple Energy Limited is responsible for establishing the corporate governance framework of the Company having regard to the ASX Corporate Governance Council (‘CGC’) published guidelines as well as its corporate governance principles and recommendations.

Triple Energy Limited’s Corporate Governance Statement is structured with reference to the Corporate Governance Council’s principles and recommendations, which are as follows:

Principle 1. Lay solid foundations for management and oversight Principle 2. Structure the board to add value Principle 3. Promote ethical and responsible decision making Principle 4. Safeguard integrity in financial reporting Principle 5. Make timely and balanced disclosure Principle 6. Respect the rights of shareholders Principle 7. Recognise and manage risk Principle 8. Remunerate fairly and responsibly

Triple Energy Limited’s corporate governance practices were in place throughout the year ended 31 March 2012.

LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT

Role and Responsibilities of the Board

The principal responsibilities or functions of the Board are as follows:

• appointment of the Chief Executive Officer and other senior executives and the determination of their terms and conditions including remuneration and termination;

• driving the strategic direction of the Company, ensuring appropriate resources are available to meet objectives and monitoring management’s performance;

• reviewing and ratifying systems of risk management and internal compliance and control, codes of conduct and legal compliance;

• approving and monitoring the progress of major capital expenditure, capital management and significant acquisitions and divestitures;

• approving and monitoring the budget and the adequacy and integrity of financial and other reporting; and

• ensuring a high standard of corporate governance practice and regulatory compliance and promoting ethical and responsible decision making.

STRUCTURE THE BOARD TO ADD VALUE

The skills, experience and expertise relevant to the position of director held by each director in office at the date of the annual report is included in the Directors’ Report. Directors of Triple Energy Limited are considered to be independent when they are independent of management and free from any business or other relationship that could materially interfere with – or could reasonably be perceived to materially interfere with – the exercise of their unfettered and independent judgment.

In the context of director independence, 'materiality' is considered from an individual director perspective. The determination of materiality requires consideration of both quantitative and qualitative elements. An item is presumed to be quantitatively immaterial if it is equal to or less than 5% of the appropriate base amount. It is presumed to be material (unless there is qualitative evidence to the contrary) if it is equal to or greater than 10% of the appropriate base amount. Qualitative factors considered include whether a relationship is strategically important, the competitive landscape, the nature of the relationship and the contractual or other arrangements governing it and other factors that point to the actual ability of the director in question to shape the direction of the Company’s loyalty.

The current director that is considered independent is:

Mr Garry Ralston Non-executive Director

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CORPORATE GOVERNANCE STATEMENT (continued)

Notification of Departure : ASX Best Practice Recommendation 2.2 states that the Chairman should be independent, however the Chairman, Mr Paul Underwood, is not at this time considered independent.

Explanation for Departure: The Board considers that the Company is not currently of a size, nor are its affairs of such complexity to justify the expense of the appointment of an independent Chairman. The Company's Chairman, Mr Paul Underwood, is considered by the Board not to be independent in terms of the ASX Corporate Governance Council's definition of independent director. However the Board believes that the Chairman is able to and does bring quality and independent judgment to all relevant issues falling within the scope of the role of a Chairman. Mr Underwood has a strong track record in good corporate governance.

There are procedures in place, agreed by the Board, to enable directors in the furtherance of their duties to seek independent professional advice at the Company’s expense.

The term in office held by each director in office at the date of this report is as follows:

Name Mr Paul Underwood Mr Mathew Walker Mr Garry Ralston	Term in Office
	4 months 29 months 28 months

Performance

The performance of the Board and key executives is reviewed regularly. The performance criteria against which directors and executives are assessed are aligned with the financial and non-financial objectives of Triple Energy Limited. Directors whose performance is consistently unsatisfactory may be asked to retire.

Nomination Committee

Notification of Departure : The Board has not established a separate Nomination Committee as per ASX Best Practice Recommendation 2.4.

Explanation for Departure: The Board considers that the Company is not of a size nor are its affairs of such complexity to justify formation of a nomination committee. The board has formed a Non-executive Directors Committee which among other tasks has assumed the role and responsibly of the Nomination Committee. The Board as a whole also undertakes the process of reviewing the skill base and experience of existing Directors to enable identification or attributes required in new Directors.

Non-executive Directors Committee

The Non-executive Directors Committee of the Board of Directors of the Company assumes the responsibility of the following committees:

• Nomination Committee

• Audit Committee

• Remuneration Committee, including performance review of key executives

A Non-executive Directors committee operated during the period and consisted of:

• Mr Garry Ralston

• Mr Tim Johnston until March 2012.

Until March 2012, Mr Garry Ralston was the Chair of the Non-executive Directors Committee; he is not the Chairman of the Company.

From March 2012, the above committee’s responsibilities were assumed by the entire Board. Upon Mr Walker resigning and a replacement Independent Non-executive director being appointed, it is intended that the Board will immediately establish new committees as described above.

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CORPORATE GOVERNANCE STATEMENT (continued)

PROMOTE ETHICAL AND RESPONSIBLE DECISION MAKING

Code of Conduct

The Board has adopted a written Board Code of Conduct which applies to the Directors of the Company. The Board has also adopted a written Code of Conduct which applies to employees and key consultants of the Company and supplements the Board Code of Conduct.

The Company is dedicated to delivering outstanding performance for investors and employees. In achieving this objective, Directors, officers and employees are expected to act with honesty, integrity and responsibility and maintain a strong sense of corporate and social responsibility. In maintaining its corporate and social responsibility the Company will conduct its business ethically and according to its values, consider the environment and ensure a safe, nondiscriminatory and supportive workplace.

Diversity Policy

The Board has adopted a policy in relation to workplace diversity that recognises the benefits arising from employee and Board diversity, including a broader pool of high quality employees, improving employee retention, accessing different perspectives and ideas and benefiting from all available talent. Diversity includes, but is not limited to, gender, age, ethnicity and cultural background. The Board is committed to workplace diversity, with a particular focus on supporting the representation of women at the senior level of the Company and on the Board.

Trading Policy

The Board has adopted a policy in relation to dealings in the securities of the Company which applies to all Directors and employees. Under the policy, Directors are prohibited from short term trading in the Company’s securities and Directors and employees are prohibited from dealing in the Company’s securities whilst in possession of price sensitive information. The Chairman, or in his absence, the Company Secretary, must be notified of any proposed transaction and must give clearance for the transaction to proceed.

SAFEGUARD INTEGRITY IN FINANCIAL REPORTING

Audit Committee

Notification of Departure : The Board has not established a separate Audit Committee as per ASX Best Practice Recommendation 4.1.

Explanation for Departure: The Board has not established an Audit Committee, however it has established a Nonexecutive Directors Committee that assumes the role of the audit committee, which meets at least annually to deal with the Audit Committee’s responsibilities, and operates under a charter approved by the Board. It is the Board’s responsibility to ensure that an effective internal control framework exists within the entity. This includes internal controls to deal with both the effectiveness and efficiency of significant business processes, the safeguarding of assets, the maintenance of proper accounting records, and the reliability of financial information as well as non financial considerations such as the benchmarking of operational key performance indicators. The Board has assumed responsibility for establishing and maintaining a framework of internal control and ethical standards during the year.

The primary purpose of the Non-executive Directors Committee that fulfils the role of the Audit Committee is to assist the Board in fulfilling its statutory and fiduciary responsibilities relating to:

• (a) the quality and integrity of the Company’s financial statements, accounting policies and financial reporting and disclosure practices;

• (b) compliance with all applicable laws, regulations and company policy;

• (c) the effectiveness and adequacy of internal control processes;

• (d) the performance of the Company’s external auditors and their appointment and removal;

• (e) the independence of the external auditor and the rotation of the lead engagement partner; and

• (f) the identification and management of business risks.

A secondary function of the Committee is to perform such special reviews or investigations as the Board may consider necessary.

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CORPORATE GOVERNANCE STATEMENT (continued)

MAKE TIMELY AND BALANCED DISCLOSURE

The Board is committed to the promotion of investor confidence by ensuring that trading in the Company’s securities takes place in an efficient, competitive and informed market. In accordance with the continuous disclosure requirements under the ASX Listing Rules, the Company has procedures in place to ensure that any price sensitive information is identified, reviewed by Directors and management and disclosed to ASX in a timely manner and that all information provided to ASX is immediately available to shareholders and the market on the Company’s website.

RESPECT THE RIGHTS OF SHAREHOLDERS

The Board aims to ensure that shareholders are kept informed of all major developments affecting the Company. Information is communicated to shareholders as follows:

• as the Company is a disclosing entity, regular announcements are made to Australian Securities Exchange and to include half-year accounts and year-end financial report;

• the Board ensures the annual report includes relevant information about the operations of the Company during the year, changes in the state of affairs and details of future developments; and

• the Board encourages full participation of shareholders at the Annual General Meeting to ensure a high level of accountability and identification of the Company’s strategies and goals.

RECOGNISE AND MANAGE RISK

The identification, prioritization and effective management of risk, including calculated risk-taking, is viewed as an essential part of the Company's approach to creating long-term shareholder value. Strategic and operational risks are reviewed at least annually as part of the annual strategic planning, business planning, forecasting and budgeting process.

The Company has developed a series of operational risks which the Company believes to be reflective of the industry and geographical locations in which the Company operates. These risk areas are provided here to assist investors to have an understanding of risks faced by the Company and the industry in which we operate. The key risks are, and not limited to:

• fluctuations in commodity prices and exchange rates;

• success or otherwise of exploration activities;

• reliance on licenses, permits and approvals from governmental and land owners authorities;

• loss of key management;

• ability to obtain additional financing; and

• changed operating, market or regulatory environments.

Risk Management Roles and Responsibilities

The Board is responsible for identifying the risks facing the company, assessing the risks and ensuring that there are controls for these risks, which are to be designed to ensure that any identified risk is mitigated to an acceptable level. The Board will review and discuss strategic risks and opportunities as they arise and arising from changes in the company’s business environment regularly and on an as need basis. The board may delegate some of the abovementioned responsibility to management and committees of the board but maintain the overall responsibility for the process.

Management is responsible for designing, implementing and reporting on the adequacy of the Company's risk management and internal control system. Management reports to the Board at least annually, or more frequently as required, on the Company’s key risks and the extent to which it believes these risks are being managed.

In 2011 the Board reviewed the overall risk profile for the Company and received reports from management on the effectiveness of the Company’s management of its material business risks.

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CORPORATE GOVERNANCE STATEMENT (continued)

Integrity of Financial Reporting

The Board receives regular reports about the financial condition, operating results and budgets of the Company. The Executive Director provides a formal statement to the Board annually that in all material respects and to the best of his knowledge and belief:

• the Company’s financial reports present a true and fair view of the Company’s financial condition and operational results are in accordance with relevant accounting standards; and

• the Company’s risk management and internal control systems are sound, appropriate and operating efficiently and effectively.

REMUNERATE FAIRLY AND RESPONSIBLY

Notification of Departure : The Board has not established a separate Remuneration Committee as per ASX Best Practice Recommendation 8.1.

Explanation for Departure: The Board has not established a Remuneration Committee, however it has established an Non-executive Directors Committee that assumes the role of the Remuneration committee, which meets at least annually to deal with the Remuneration Committee responsibilities, and operates under a charter approved by the Board.

Upon the resignation of Mr Johnston in March 2012, this Committee ceased to operate and was replaced by the entire Board. As previously stated, this committee will be re-established as soon as possible upon the appointment of an independent Non-executive Director who will replace Mr Walker

It is the Company’s objective to provide maximum stakeholder benefit from the retention of a high quality Board and executive team by remunerating directors and key executives fairly and appropriately with reference to relevant employment market conditions. To assist in achieving this objective, the Non-executive Directors/ Remuneration Committee reviews the nature and amount of executive directors’ and officers’ emoluments to the Company’s financial and operational performance, however no performance pay is provided. Key Executives are issued with Company Options.

The expected outcomes of the remuneration structure are:

• retention and motivation of key executives;

• attraction of high quality management to the Company; and

• Company options allow executives to share the success of Triple Energy Limited.

For a full discussion of the Company’s remuneration philosophy and framework and the remuneration received by directors and executives in the current period please refer to the remuneration report, which is contained within the Directors’ Report.

There is no scheme to provide retirement benefits, other than statutory superannuation to directors.

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AUDITOR’S INDEPENDENCE DECLARATION

As lead auditor for the audit of the financial report of Triple Energy Limited (formerly Tango Petroleum Limited) for the year ended 31 March 2012, I declare that to the best of my knowledge and belief, there have been no contraventions of:

• a) the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and

• b) any applicable code of professional conduct in relation to the audit.

This declaration is in respect of Triple Energy Limited.

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Perth, Western Australia N G NEILL 29 June 2012 Partner, HLB Mann Judd

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15

HLB Mann Judd (WA Partnership) ABN 22 193 232 714 Level 4, 130 Stirling Street Perth WA 6000. PO Box 8124 Perth BC 6849 Telephone +61 (08) 9227 7500. Fax +61 (08) 9227 7533. Email: hlb@hlbwa.com.au. Website: http://www.hlb.com.au Liability limited by a scheme approved under Professional Standards Legislation

HLB Mann Judd (WA Partnership) is a member of

International, a worldwide organisation of accounting firms and business advisers.

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STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED 31 MARCH 2012

Notes Continuing operations Other income 2 Other expenses 2 Share based payments expense Exploration expenditure written off 9 Loss before income tax expense Income tax expense 3 Loss after tax expense Net (loss) for the year Other comprehensive income/(loss) Total comprehensive income/(loss) for the year Basic loss per share (cents per share) 4	2012 $ 2011 $ 5,131 36,518 (656,662) (1,014,611) (127,951) - (1,635,964) (3,069,240)
	(2,415,446) (4,047,333) - -
	(2,415,446) (4,047,333)
	(2,415,446) (4,047,333)
	- -
	(2,415,446) (4,047,333)
	(1.90) (5.09)

The accompanying notes form part of these financial statements.

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STATEMENT OF FINANCIAL POSITION AS AT 31 MARCH 2012

Notes Assets Current Assets Cash and cash equivalents 7 Other current assets 8 Total Current Assets Non-Current Assets Deferred exploration and evaluation expenditure 9 Total Non-Current Assets Total Assets Liabilities Current Liabilities Trade and other payables 10 Total Current Liabilities Non-Current Liabilities Total Liabilities Net Assets Equity Issued capital 6 Reserves Accumulated losses Total Equity	2012 $ 2011 $ 734,195 340,787 93,729 30,190
	827,924 370,977
	9,864 4,942
	9,864 4,942
	837,788 375,919
	102,700 21,187
	102,700 21,187
	- -
	102,700 21,187
	735,088 354,732
	25,039,090 22,696,239 (254,694) (707,645) (24,049,308) (21,633,862)
	735,088 354,732

The accompanying notes form part of these financial statements.

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STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 MARCH 2012

	Issued Capital Capital Reserves Option Reserves Accumulated Losses Total
As at 1 April 2010 Loss for the period Total comprehensive income/ (loss) for the period Shares and options issued Transaction costs on share issue As at 31 March 2011 As at 1 April 2011 Loss for the period Total comprehensive loss for the period Shares and options issued Transaction costs on share issue As at 31 March 2012	$ $ $ $ $ 21,104,764 (1,082,645) - (17,586,529) 2,435,590
	- - - (4,047,333) (4,047,333)
	- - - (4,047,333) (4,047,333)
	1,720,000 - 375,000 - 2,095,000 (128,525) - - - (128,525)
	22,696,239 (1,082,645) 375,000 (21,633,862) 354,732
	22,696,239 (1,082,645) 375,000 (21,633,862) 354,732
	- - - (2,415,446) (2,415,446)
	- - - (2,415,446) (2,415,446)
	2,490,000 - 452,951 - 2,942,951 (147,149) - - - (147,149)
	25,039,090 (1,082,645) 827,951 (24,049,308) 735,088

The accompanying notes form part of these financial statements.

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STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 31 MARCH 2012

Notes Cash flows from operating activities Interest received Payments to suppliers and employees Net cash flows (used in) operating activities 7 Cash flows from investing activities Payments for exploration and evaluation expenditure Net cash flows (used in)/from investing activities Cash flows from financing activities Proceeds from issue of shares and options Transaction costs on issue of shares Net cash flows from financing activities Net increase/(decrease) in cash and cash equivalents Cash and cash equivalents at the beginning of the period 7 Cash and cash equivalents at the end of the period	2012	2011
	$	$
	Inflows/(Outflows)
	5,079 35,912 (635,345) (1,055,142)
	(630,266) (1,019,230)
	(1,640,886) (2,856,910)
	(1,640,886) (2,856,910)
	2,815,000 2,095,000 (150,440) (128,525)
	2,664,560 1,966,475
	393,408 (1,909,665) 340,787 2,250,452
	734,195 340,787

The accompanying notes form part of these financial statements.

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NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2012

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NOTE 1: STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES

(a) Basis of Preparation

The financial report is a general purpose financial report, which has been prepared in accordance with the requirements of the Corporations Act 2001, Accounting Standards and Interpretations and complies with other requirements of the law.

The financial report has also been prepared on a historical cost basis. Cost is based on the fair values of the consideration given in exchange for assets.

The financial report is presented in Australian dollars.

The Company is a listed public company, domiciled in Australia and operating in Australia. The entity’s principal activity is the exploration for natural resources.

(b) Adoption of new and revised standards

Changes in accounting policies on initial application of Accounting Standards

In the year ended 31 March 2012, the Company has reviewed all of the new and revised Standards and Interpretations issued by the AASB that are relevant to its operations and effective for the current annual reporting period.

It has been determined by the Company that there is no impact, material or otherwise, of the new and revised Standards and Interpretations on its business and, therefore, no change is necessary to Company accounting policies.

The Company has also reviewed all new Standards and Interpretations that have been issued but are not yet effective for the year ended 31 March 2012. As a result of this review the Directors have determined that there is no impact, material or otherwise, of the new and revised Standards and Interpretations on its business and, therefore, no change necessary to Company accounting policies.

(c) Statement of Compliance

The financial report was authorised for issue on 29 June 2012.

The financial report complies with Australian Accounting Standards, which include Australian equivalents to International Financial Reporting Standards (AIFRS). Compliance with AIFRS ensures that the financial report, comprising the financial statements and notes thereto, complies with International Financial Reporting Standards (IFRS).

(d) Critical accounting judgements and key sources of estimation uncertainty

The application of accounting policies requires the use of judgements, estimates and assumptions about carrying values of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions are recognised in the period in which the estimate is revised if it affects only that period or in the period of the revision and future periods if the revision affects both current and future periods.

Share-based payment transactions:

The Company measures the cost of equity-settled transactions with employees by reference to the fair value of the equity instruments at the date at which they are granted. The fair value is determined by an external valuer using a Black and Scholes model. The Company measures the cost of cash-settled share-based payments at fair value at the grant date using the Black and Scholes formula taking into account the terms and conditions upon which the instruments were granted, as discussed in Note 6.

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NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2012

NOTE 1: STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (continued)

(e) Revenue Recognition

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. The following specific recognition criteria must also be met before revenue is recognised:

(i) Interest income

Interest revenue is recognised on a time proportionate basis that takes into account the effective yield on the financial asset.

(f) Cash and cash equivalents

Cash comprises cash at bank and in hand. Cash equivalents are short term, highly liquid investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value.

(g) Trade and other receivables

Trade receivables are measured on initial recognition at fair value. Trade receivables are generally due for settlement within periods ranging from 15 days to 30 days.

Impairment of trade receivables is continually reviewed and those that are considered to be uncollectible are written off by reducing the carrying amount directly. An allowance account is used when there is objective evidence that the Company will not be able to collect all amounts due according to the original contractual terms. Factors considered by the Company in making this determination include known significant financial difficulties of the debtor, review of financial information and significant delinquency in making contractual payments to the Company.

The amount of the impairment loss is recognised in the income statement within other expenses. When a trade receivable for which an impairment allowance had been recognised becomes uncollectible in a subsequent period, it is written off against the allowance account. Subsequent recoveries of amounts previously written off are credited against other expenses in the statement of comprehensive income.

(h) Derecognition of financial assets and financial liabilities

(i) Financial assets

A financial asset (or, where applicable, a part of a financial asset or part of a Company of similar financial assets) is derecognised when:

• the rights to receive cash flows from the asset have expired;

• the Company retains the right to receive cash flows from the asset, but has assumed an obligation to pay them in full without material delay to a third party under a ‘pass-through’ arrangement; or

• the Company has transferred its rights to receive cash flows from the asset and either:

• (a) has transferred substantially all the risks and rewards of the asset, or

• (b) has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset.

When continuing involvement takes the form of a written and/or purchased option (including a cash-settled option or similar provision) on the transferred asset, the extent of the Company’s continuing involvement is the amount of the transferred asset that the Company may repurchase, except that in the case of a written put option (including a cash-settled option or similar provision) on an asset measured at fair value, the extent of the Company’s continuing involvement is limited to the lower of the fair value of the transferred asset and the option exercise price.

(ii) Financial liabilities

A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires.

When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as a derecognition of the original liability and the recognition of a new liability, and the difference in the respective carrying amounts is recognised in profit or loss.

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NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2012

NOTE 1: STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (continued)

(i) Foreign currency translation

The functional and presentation currency of Triple Energy Limited is Australian dollars. Transactions in foreign currencies are initially recorded in the functional currency by applying the exchange rates ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated at the rate of exchange ruling at the balance date.

Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rate as at the date of the initial transaction.

Non-monetary items measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value was determined.

(j) Income tax

Current tax assets and liabilities for the current and prior periods are measured at the amount expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted by the balance date.

Deferred income tax is provided on all temporary differences at the balance date between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes.

Deferred income tax liabilities are recognised for all taxable temporary differences except:

• when the deferred income tax liability arises from the initial recognition of goodwill or of an asset or liability in a transaction that is not a business combination and that, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss; or

• when the taxable temporary difference is associated with investments in subsidiaries, associates or interests in joint ventures, and the timing of the reversal of the temporary difference can be controlled and it is probable that the temporary difference will not reverse in the foreseeable future.

Deferred income tax assets are recognised for all deductible temporary differences, carry-forward of unused tax assets and unused tax losses, to the extent that it is probable that taxable profit will be available against which the deductible temporary differences and the carry-forward of unused tax credits and unused tax losses can be utilised, except:

• when the deferred income tax asset relating to the deductible temporary difference arises from the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss; or

• when the deductible temporary difference is associated with investments in subsidiaries, associates or interests in joint ventures, in which case a deferred tax asset is only recognised to the extent that it is probable that the temporary difference will reverse in the foreseeable future and taxable profit will be available against which the temporary difference can be utilised.

The carrying amount of deferred income tax assets is reviewed at each balance date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred income tax asset to be utilised.

Unrecognised deferred income tax assets are reassessed at each balance date and are recognised to the extent that it has become probable that future taxable profit will allow the deferred tax asset to be recovered. Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply to the year when the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the balance date.

Income taxes relating to items recognised directly in equity are recognised in equity and not in profit or loss. Deferred tax assets and deferred tax liabilities are offset only if a legally enforceable right exists to set off current tax assets against current tax liabilities and the deferred tax assets and liabilities relate to the same taxable entity and the same taxation authority.

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NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2012

NOTE 1: STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (continued)

(k) Other taxes

Revenues, expenses and assets are recognised net of the amount of GST except:

• when the GST incurred on a purchase of goods and services is not recoverable from the taxation authority, in which case the GST is recognised as part of the cost of acquisition of the asset or as part of the expense item as applicable; and

• receivables and payables, which are stated with the amount of GST included.

The net amount of GST recoverable from, or payable to, the taxation authority is included as part of receivables or payables in the statement of financial position.

Cash flows are included in the Statement of Cash Flows on a gross basis and the GST component of cash flows arising from investing and financing activities, which is recoverable from, or payable to, the taxation authority are classified as operating cash flows.

Commitments and contingencies are disclosed net of the amount of GST recoverable from, or payable to, the taxation authority.

(l) Impairment of assets

The Company assesses at each reporting date whether there is an indication that an asset may be impaired. If any such indication exists, or when annual impairment testing for an asset is required, the Company makes an estimate of the asset’s recoverable amount. An asset’s recoverable amount is the higher of its fair value less costs to sell and its value in use and is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or groups of assets and the asset's value in use cannot be estimated to be close to its fair value. In such cases the asset is tested for impairment as part of the cash-generating unit to which it belongs. When the carrying amount of an asset or cash-generating unit exceeds its recoverable amount, the asset or cash-generating unit is considered impaired and is written down to its recoverable amount.

In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. Impairment losses relating to continuing operations are recognised in those expense categories consistent with the function of the impaired asset unless the asset is carried at revalued amount (in which case the impairment loss is treated as a revaluation decrease).

An assessment is also made at each reporting date as to whether there is any indication that previously recognised impairment losses may no longer exist or may have decreased. If such indication exists, the recoverable amount is estimated. A previously recognised impairment loss is reversed only if there has been a change in the estimates used to determine the asset’s recoverable amount since the last impairment loss was recognised. If that is the case the carrying amount of the asset is increased to its recoverable amount. That increased amount cannot exceed the carrying amount that would have been determined, net of depreciation, had no impairment loss been recognised for the asset in prior years. Such reversal is recognised in profit or loss unless the asset is carried at revalued amount, in which case the reversal is treated as a revaluation increase. After such a reversal the depreciation charge is adjusted in future periods to allocate the asset’s revised carrying amount, less any residual value, on a systematic basis over its remaining useful life.

(m) Trade and other payables

Trade payables and other payables are carried at amortised costs and represent liabilities for goods and services provided to the Company prior to the end of the financial year that are unpaid and arise when the Company becomes obliged to make future payments in respect of the purchase of these goods and services.

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NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2012

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NOTE 1: STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (continued)

(n) Provisions

Provisions are recognised when the Company has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation.

When the Company expects some or all of a provision to be reimbursed, for example under an insurance contract, the reimbursement is recognised as a separate assets but only when the reimbursement is virtually certain. The expense relating to any provision is presented in the income statement net of any reimbursement.

If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects the risks specific to the liability.

When discounting is used, the increase in the provision due to the passage of time is recognised as a borrowing cost.

(o) Share-based payment transactions

The Company provides benefits to employees (including senior executives) of the Company in the form of share-based payments, whereby employees render services in exchange for shares or rights over shares (equity-settled transactions).

The cost of these equity-settled transactions with employees is measured by reference to the fair value of the equity instruments at the date at which they are granted.

In valuing equity-settled transactions, no account is taken of any performance conditions, other than conditions linked to the price of the shares of Triple Energy Limited (market conditions) if applicable.

The cumulative expense recognised for equity-settled transactions at each reporting date until vesting date reflects (i) the extent to which the vesting period has expired and (ii) the Company’s best estimate of the number of equity instruments that will ultimately vest. No adjustment is made for the likelihood of market performance conditions being met as the effect of these conditions is included in the determination of fair value at grant date. The income statement charge or credit for a period represents the movement in cumulative expense recognised as at the beginning and end of that period.

No expense is recognised for awards that do not ultimately vest, except for awards where vesting is only conditional upon a market condition.

If the terms of an equity-settled award are modified, as a minimum an expense is recognised as if the terms had not been modified. In addition, an expense is recognised for any modification that increases the total fair value of the share-based payment arrangement, or is otherwise beneficial to the employee, as measured at the date of modification.

If an equity-settled award is cancelled, it is treated as if it had vested on the date of cancellation, and any expense not yet recognised for the award is recognised immediately. However, if a new award is substituted for the cancelled award and designated as a replacement award on the date that it is granted, the cancelled and new award are treated as if they were a modification of the original award, as described in the previous paragraph.

Cash settled transactions:

The Company also provides benefits to employees in the form of cash-settled share-based payments, whereby employees render services in exchange for cash, the amounts of which are determined by reference to movements in the price of the shares of Triple Energy Limited.

The cost of cash-settled transactions is measured initially at fair value at the grant date using the Black-Scholes formula taking into account the terms and conditions upon which the instruments were granted. This fair value is expensed over the period until vesting with recognition of a corresponding liability. The liability is re-measured to fair value at each balance date up to and including the settlement date with changes in fair value recognised in profit or loss.

(p) Issued capital

Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds.

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NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2012

NOTE 1: STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (continued)

(q)

Earnings per share

Basic earnings per share is calculated as net profit attributable to members of the parent, adjusted to exclude any costs of servicing equity (other than dividends) and preference share dividends, divided by the weighted average number of ordinary shares, adjusted for any bonus element.

Diluted earnings per share is calculated as net profit attributable to members of the parent, adjusted for:

• costs of servicing equity (other than dividends) and preference share dividends;

• the after tax effect of dividends and interest associated with dilutive potential ordinary shares that have been recognised as expenses; and

• other non-discretionary changes in revenues or expenses during the period that would result from the dilution of potential ordinary shares; divided by the weighted average number of ordinary shares and dilutive potential ordinary shares, adjusted for any bonus element.

(r) Exploration and evaluation

Exploration and evaluation expenditures in relation to each separate area of interest are recognised as an exploration and evaluation asset in the year in which they are incurred where the following conditions are satisfied:

• (i) the rights to tenure of the area of interest are current; and

• (ii) at least one of the following conditions is also met:

• (a) the exploration and evaluation expenditures are expected to be recouped through successful development and exploration of the area of interest, or alternatively, by its sale; or

• (b) exploration and evaluation activities in the area of interest have not at the reporting date reached a stage which permits a reasonable assessment of the existence or otherwise of economically recoverable reserves, and active and significant operations in, or in relation to, the area of interest are continuing.

Exploration and evaluation assets are initially measured at cost and include acquisition of rights to explore, studies, exploratory drilling, trenching and sampling and associated activities and an allocation of depreciation and amortised of assets used in exploration and evaluation activities. General and administrative costs are only included in the measurement of exploration and evaluation costs where they are related directly to operational activities in a particular area of interest.

Exploration and evaluation assets are assessed for impairment when facts and circumstances suggest that the carrying amount of an exploration and evaluation asset may exceed its recoverable amount. The recoverable amount of the exploration and evaluation asset (for the cash generating unit(s) to which it has been allocated being no larger than the relevant area of interest) is estimated to determine the extent of the impairment loss (if any). Where an impairment loss subsequently reverses, the carrying amount of the asset is increased to the revised estimate of its recoverable amount, but only to the extent that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset in previous years.

Where a decision has been made to proceed with development in respect of a particular area of interest, the relevant exploration and evaluation asset is tested for impairment and the balance is then reclassified to development.

(s) Segment reporting

Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker. The chief operating decision maker, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the Board of Directors of Triple Energy Limited.

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NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2012

NOTE 2: REVENUES AND EXPENSES

NOTE 3: INCOME TAX (a) Income tax benefit (b) Numerical reconciliation between tax expense and pre- tax net loss Loss before income tax benefit Income tax using the Company’s domestic tax rate of 30% (2010: 30%) Exchange differences on translation of foreign operations Debt forgiveness expense Current year losses not meeting loss recoupment tests Non-deductible expenses/(deductible tax adjustments) Other timing differences not recognised Capitalised exploration expenditure Current year losses for which no deferred tax asset was recognised Income tax benefit/(expense) attributable to entity (a) Other income Interest Other (b) Expenses Accounting and audit fees Administrative expenses Company secretarial costs Directors’ fees Foreign exchange loss/(gain) Insurance Legal fees Project evaluations costs Rent Travel expenses Other		2012 2011
		$ $
		5,079 35,912 52 606
		5,131 36,518
		32,589 68,864 61,912 168,499 12,500 47,500 270,689 261,295 (3,298) 327,615 17,887 11,961 15,469 46,147 16,758 - 118,000 65,000 111,687 - 2,469 17,730
		656,662 1,014,611

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NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2012

NOTE 3: INCOME TAX (continued)

(c) Tax losses

Unused tax losses for which no deferred tax asset has been recognised have not been recognised as a deferred tax asset as the future recovery of these losses is subject to the Company satisfying the requirements imposed by the regulatory authorities. The benefit of deferred tax assets not brought to account will only be brought to account if:

• Future assessable income is derived of a nature and an amount sufficient to enable the benefit to be realised; and

• The conditions for deductibility imposed by tax legislation continue to be complied with and no changes in tax legislation adversely affect the Company in realising the benefit.

Prior period tax losses are deductible to the Company if the Company continues to pass the requirements of either the continuity of ownership test or the same business test. It is probable that the Company has failed the continuity of ownership test and same business test during the previous financial year. Specifically the Company’s major shareholder disposed of its 56.67% interest in the Company on 25 September 2009 resulting in the probable breach of the continuity of ownership test. Further there was a change in the business of the Company as a result of the Company’s move away from the medical technology business conducted by it prior to November 2009. As a result, as at 31 March 2010 it is assumed that the requirements of the continuity of ownership test have been satisfied from 25 September 2009 onwards and therefore tax losses incurred prior to 25 September 2009 are no longer tax deductible to the Company. As at 31 March 2012 the Company has estimated carry forward tax losses of $559,675 (31 March 2011: $229,629).

(d) Unrecognised temporary differences Net deferred tax assets (calculated at 30% (2011:30%)) have not been recognised in respect of the following items: Tax losses Prepayments Capital raising costs recognised directly in equity Unrecognised deferred tax assets/(liabilities) relating to the above temporary differences	2012 2011
	$ $
	99,014 68,889 (2,611) (3,399) 1,485 595
	97,888 66,085

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NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2012

NOTE 4: EARNINGS PER SHARE

2012 2011 $ $ (a) Earnings used in calculating earnings per share For basic earnings per share: Continuing Operations (2,415,446) (4,047,333) (b) Weighted average number of shares Weighted average number of ordinary shares for basic earnings per share 155,516,569 79,479,452 There are no potential ordinary shares that are considered dilutive, as a result no dilutive earnings per share has been disclosed.

NOTE 5: OPERATING SEGMENTS

Identification of reportable segments

Triple Energy Limited is focused on the oil and gas sector with a view to identifying an appropriate project in which to participate.

The Company has identified its operating segments based on the internal reports that are reviewed and used by the executive management team (the chief operating decision makers) in assessing performance and in determining the allocation of resources.

The operating segments are identified by management based on the nature of its interests and projects. Discrete financial information about each of these projects is reported to the executive management team on at least a monthly basis.

Location of interests and nature of projects

Oil and gas exploration projects

The Company is currently reviewing a number of potential opportunities within the oil and gas sector with a view to identifying an appropriate project in which to participate in the near future.

Accounting policies and inter-segment transactions

The accounting policies used by the Company in reporting segments internally are the same as those contained in note1 to the accounts and in the prior period.

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NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2012

NOTE 5: OPERATING SEGMENTS (continued)

Year ended 31 March 2012 Total segment revenue Segment net operating loss after tax Interest revenue Other non-cash expenses Segment assets Segment liabilities Cash flow information Net cash flow from operating activities Net cash flow from investing activities Net cash flow from financing activities Year ended 31 March 2011 Total segment revenue Segment net operating loss after tax Interest revenue Other non-cash expenses Segment assets Segment liabilities Cash flow information Net cash flow from operating activities Net cash flow from investing activities Net cash flow from financing activities	Oil and Gas Projects $ Unallocated Items $ Total $
	- 5,131 5,131
	(1,652,722) (762,724) (2,415,446)
	- 5,079 5,079 - (127,951) (127,951) 9,864 827,924 837,788
	- 102,700 102,700
	- (630,266) (630,266) (1,640,886) - (1,640,886) - 2,664,560 2,664,560
	Oil and Gas Projects $ Unallocated Items $ Total $
	- 36,518 36,518
	(3,069,240) (978,093) (4,047,333)
	- 35,912 35,912 - (327,615) (327,615) 4,942 370,977 375,919
	- 21,187 21,187
	- (1,019,230) (1,019,230) (2,856,910) - (2,856,910) - 1,966,475 1,966,475

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NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2012

NOTE 6: ISSUED CAPITAL

Ordinary shares Issued and fully paid Movements in ordinary shares on issue At 1 April 2011 Movements during the period Shares at $0.035 issued July 2011 Shares at $0.010 issued January 2012 Shares at $0.010 issued February 2012 Shares at $0.010 issued March 2012 Transaction costs At 31 March 2012 Company options Company options carry no voting rights and carry no right to dividends. Movements in share options At 1 April 2011 Movements during the period Options expired May 2011 Options at $0.005 issued July 2011 Options free attaching issued July 2011 Options at $0.005 issued August 2011 Options issued to Paul Underwood March 2012** At 31 March 2012	2012 2011
	$ $
	25,039,090 22,696,239
	No. $
	86,000,000 22,696,239 34,000,000 1,190,000 58,527,343 585,273 61,472,657 614,727 10,000,000 100,000 - (147,149)
	250,000,000 25,039,090
	2012 No. 2011 No.
	159,000,000 86,000,000
	No. $
	86,000,000 375,000 (86,000,000) - 49,785,400 248,927 34,000,000 - 15,214,600 76,073 60,000,000 127,951
	159,000,000 827,951

• Options exercisable at 20 cents on or before 31 May 2011.

• ** Options exercisable at 6 cents on or before 30 June 2012.

• *** Subject to Vesting Conditions

• Class A – 15,000,000 options exercisable at 3 cents on or before 14 February 2016 (vested upon issue);

• • Class B - 15,000,000 options exercisable at 3 cents on or before 14 February 2016 vesting on completion of a capital raising by the Company of not less than $2,000,000;

• Class C – 15,000,000 options exercisable at 4 cents on or before 14 February 2016 vesting if TNP shares trade at a VWAP of 5 cents or above on the ASX for 10 consecutive trading days;

• Class D – 15,000,000 options exercisable at 4 cents on or before 14 February 2016 vesting if TNP shares trade at a VWAP of 8 cents or above on the ASX for 10 consecutive trading days.

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NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2012

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NOTE 7: CASH AND CASH EQUIVALENTS

Cash at bank and on hand Short-term deposits Bank guarantee	2012 2011
	$ $
	109,195 40,787 615,000 300,000 10,000 -
	734,195 340,787

Cash at bank earns interest at floating rates based on daily bank deposit rates.

Short-term deposits are made for varying periods of between one day and three months, depending on the immediate cash requirements of the Company, and earn interest at the respective short-term deposit rates.

The Company did not engage in any non-cash financing activities for the period ended 31 March 2012 was not party to any borrowing facilities for the same period.

Reconciliation of loss for the year to net cash flows from operating activities (Loss) for the year Adjustments for: Share based payments expenditure Write off of exploration expenditure Change in net assets and liabilities: (Increase)/decrease in trade and other receivables (Decrease)/increase in trade and other payables Net cash used in operating activities
	2012 2011
	$ $
	(2,415,446) (4,047,333) 127,951 - 1,652,722 3,069,240 2,628 (19,223) 1,879 (21,914)
	(630,266) (1,019,230)

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NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2012

NOTE 8: OTHER CURRENT ASSETS

GST receivables Prepayments Other receivables Trade and other receivables	2012 2011
	$ $
	18,238 18,791 8,771 11,399 66,720 -
	93,729 30,190

NOTE 9: DEFERRED EXPLORATION AND EVALUATION EXPENDITURE

Costs carried forward in respect of areas of interest in the following phases:

Exploration and evaluation phase - at cost Balance at beginning of year Exploration expenditure – Lyons Point Prospect Application costs – WA projects Write off of exploration expenditure Total deferred exploration and evaluation expenditure	4,942 217,272 1,631,022 2,856,910 9,864 - (1,635,964) (3,069,240)
	9,864 4,942

The recoupment of costs carried forward in relation to areas of interest in the exploration and evaluation phases is dependent on the successful development and commercial exploitation or sale of the interest.

NOTE 10: TRADE AND OTHER PAYABLES (CURRENT)

Other payables *

*Other payables are non-interest bearing and are normally settled on 60-day terms.

102,700

21,187

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NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2012

NOTE 11: FINANCIAL INSTRUMENTS

Financial assets Cash and cash equivalents Financial liabilities Trade and other payables	2012 2011
	$ $
	734,195 340,787
	102,700 21,187

The following table details the expected maturity/s for the Company’s non-derivative financial assets. These have been drawn up based on undiscounted contractual maturities of the financial assets including interest that will be earned on those assets except where the Company anticipates that the cash flow will occur in a different period.

	Weighted
	average
	effective	Less than 1		3 months –
	interest rate	month	1 – 3 Months	1 year	1 – 5 years	5+ years
	%	$	$	$	$	$
2012
Non-interest bearing	-	119,195	-	-	-		-
Variable interest rate instruments	-	-	-	-	-		-
Fixed interest rate instruments	4.75%	-	615,000	-	-		-
		119,195	615,000	-	-		-
2011
Non-interest bearing	-	40,787	-	-	-		-
Variable interest rate instruments	-	-	-	-	-		-
Fixed interest rate instruments	4.75%	-	300,000	-	-		-
		40,787	300,000	-	-		-

The following tables detail the Company’s remaining contractual maturity/s for its non-derivative financial liabilities. These are based on the undiscounted cash flows of financial liabilities based on the earliest date on which the Company can be required to pay. The table includes both interest and principal cash flows.

Weighted	Less than 1 – 3 3 months –
average effective interest rate
	1 month Months 1 year 1 – 5 years 5+ years
%	$ $ $ $ $
2012 Non-interest bearing - Variable interest rate instruments - Fixed interest rate instruments - 2011 Non-interest bearing - Variable interest rate instruments - Fixed interest rate instruments -	- 102,700 - - - - - - - - - - - - -
	- 102,700 - - -
	- 21,187 - - - - - - - - - - - - -
	- 21,187 - - -

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NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2012

NOTE 12: FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICES

The Company has exposure to the following risks from their use of financial instruments:

 Credit risk  Liquidity risk  Market risk

This note presents the information about the Company’s exposure to each of the above risks, their objectives, policies and processes for measuring and managing risk, and the management of capital.

The Board has overall responsibility for the establishment and oversight of the risk management framework. The Board reviews and agrees policies for managing each of these risks as summarised below.

The Company’s principal financial instruments comprise cash and short term deposits. The main purpose of the financial instruments is to earn the maximum amount of interest at a low risk to the Company. The Company also has other financial instruments such as trade debtors and creditors which arise directly from its operations. For the year ended 31 March 2012, it has been the Company’s policy not to trade in financial instruments.

(a) Credit risk management

Credit risk refers to the risk that a counter-party will default on its contractual obligations resulting in financial loss to the Company. The Company has adopted a policy of only dealing with creditworthy counterparties and obtaining sufficient collateral where appropriate, as a means of mitigating the risk of financial loss from defaults. The Company only transacts with entities that are rated the equivalent of investment grade and above. This information is supplied by independent rating agencies where available and, if not available, the Company uses publicly available financial information and its own trading record to rate its major customers. The Company’s exposure and the credit ratings of its counterparties are continuously monitored and the aggregate value of transactions concluded is spread amongst approved counterparties. Credit exposure is controlled by counterparty limits that are reviewed and approved by the risk management committee annually.

The credit risk on liquid funds and derivative financial instruments is limited because the counterparties are banks with high credit ratings assigned by international credit rating agencies.

The carrying amount of financial assets recorded in the financial statements, net of any allowance for losses, represents the Company’s maximum exposure to credit risk without taking account of the value of any collateral obtained.

(b) Liquidity risk management

Ultimate responsibility for liquidity risk management rests with the board of directors, who have built an appropriate liquidity risk management framework for the management of the Company’s short, medium and long-term funding and liquidity management requirements. The Company manages liquidity risk by maintaining adequate reserves, banking facilities and reserve borrowing facilities by continuously monitoring forecast and actual cash flows and matching the maturity profiles of financial assets and liabilities. The Company did not have any undrawn facilities at its disposal as at balance date.

(c) Interest rate risk management

The Company is exposed to interest rate risk as the Company deposits the bulk of the Company’s cash reserves in Term Deposits with the NAB. The risk is managed by the Company by maintaining an appropriate mix between short term and medium-term Deposits. The Company’s exposures to interest rate on financial assets and financial liabilities are detailed in the liquidity risk management section of this note.

(d) Market risk

Market risk is the risk that changes in market prices such as foreign exchange rates, interest rates and equity prices will affect the Company’s income or value of the holdings of financial instruments. The Company is exposed to movements in market interest rates on short term deposit, and foreign currency movements on the trade receivables. The policy is to monitor the interest rate yield curve out to 120 days to ensure a balance is maintained between the liquidity of cash assets and the interest rate return. The Company does not have short or long term debt, and therefore this risk is minimal. The Company limits its exposure to credit risk by only investing in liquid securities and only with counterparties that have acceptable credit ratings.

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NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2012

NOTE 13: COMMITMENTS AND CONTINGENCIES

Guarantees

Triple Energy Limited did not commit to nor make guarantees of any form as at 31 March 2012.

NOTE 14: DIVIDENDS

The directors of the Company have not declared any dividend for the year ended 31 March 2012.

NOTE 15: CONTINGENT LIABILITIES

As at 31 March 2012 the Company has disputed an amount of approximately US$195,000 cash called by Caza Operating, LLC, the operator of the Marion Baker, Et Al, No 1 exploration well drilled on the Amazon prospect in the United Sates during early 2011. The Company considers this cash call is not payable due to a material non-disclosure of critical information and has accordingly disputed it. No legal proceedings have been entered into at this stage. This amount has not been shown as a creditor in the annual report.

NOTE 16: EVENTS SUBSEQUENT TO BALANCE DATE

There have not been any significant events since the balance date.

NOTE 17: AUDITOR’S REMUNERATION

The auditor of Triple Energy Limited is HLB Mann Judd.

Amounts received or due and receivable by HLB Mann Judd for: Preparation of independent accountants report Audit or review of financial reports	2012 2011
	$ $
	- 6,000 21,725 28,500
	21,725 34,500

NOTE 18: DIRECTORS AND EXECUTIVES DISCLOSURES

(a) Details of Key Management Personnel

Mr Paul Underwood	Executive Chairman
Mr Mathew Walker	Non-Executive Director
Mr Garry Ralston	Non-Executive Director
Mr James Robinson	Company Secretary

Key management personnel remuneration has been included in the Remuneration Report section of the Directors’ Report.

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NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2012

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NOTE 18: DIRECTORS AND EXECUTIVES DISCLOSURES (continued)

(b) Option holdings of Key Management Personnel

As at 31 March 2012

	Balance at beginning of period	Granted as remuneration	Options expired	Net change Other	Balance at end of period
Mr Paul Underwood	-	60,000,000	-	-	60,000,000*
Mr Mathew Walker	6,875,000	-	(6,875,000)	14,564,600	14,564,600
Mr Garry Ralston	3,000,000	-	(3,000,000)	6,000,000	6,000,000
Mr James Robinson	1,500,000		(1,500,000)	2,900,000	2,900,000
Mr Keith Goodall (resigned 27 July 2010)	2,000,000	-	(2,000,000)	-	-
Total	13,375,000	60,000,000	(13,375,000)	23,464,600	83,464,600
* 45,000,000 are still subject to vesting conditions
As at 31 March 2011
	Balance at beginning of period	Granted as remuneration	Options exercised	Net change Other	Balance at end of period
Mr Mathew Walker	6,875,000	-	-	-	6,875,000
Mr Garry Ralston	3,000,000	-	-	-	3,000,000
Mr James Robinson	1,435,619	-	-	64,381	1,500,000
Mr Tim Johnston	-			-	-
Mr Keith Goodall (resigned 27 July 2010)	2,000,000	-	-	-	2,000,000
Total	13,310,619	-	-	64,381	13,375,000

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NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2012

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NOTE 18: DIRECTORS AND EXECUTIVES DISCLOSURES (continued)

(c) Shareholdings of Key Management Personnel

Shares held in Triple Energy Limited As at 31 March 2012

	Balance at beginning of period Granted as remuneration On Exercise of Options Net Change Other Balance at end of period
	Ord Ord Ord Ord Ord
Mr Mathew Walker 13,750,000 - - 17,250,000 31,000,000 Mr Garry Ralston 6,000,000 - - - 6,000,000 Mr James Robinson 2,900,000 - - 4,600,000 7,500,000 Mr Paul Underwood (appointed 14 February 2012) - - - 10,000,000 10,000,000 Mr Tim Johnston (resigned 14 February 2012) - - - - - 22,650,000 - - 31,850,000 54,500,000
	22,650,000 - - 31,850,000 54,500,000

As at 31 March 2011

	Balance at beginning of period Granted as remuneration On Exercise of Options Net Change Other Balance at end of period
	Ord Ord Ord Ord Ord
Mr Mathew Walker Mr Garry Ralston Mr James Robinson Mr Tim Johnston Mr Keith Goodall (resigned 27 July 2010)	13,750,000 - - - 13,750,000 6,000,000 - - - 6,000,000 2,871,238 - - 28,762 2,900,000 - - - - - 4,000,000 - - (4,000,000) -
	26,621,238 - - (3,971,238) 22,650,000

NOTE 19: RELATED PARTY DISCLOSURES

Disclosure of interest of Administration Agreement with Cicero Corporate Services Pty Ltd:

• Mathew Walker and James Robinson are shareholders and directors of Cicero Corporate Services Pty Ltd.

• Services provided include office rent of the Company’s principal place of business, bookkeeping, accounting, company secretarial services and general corporate administration.

• Cicero Corporate Services Pty Ltd is contracted to provide administration services on an ongoing basis, of approximately $12,000 (excluding GST) plus reimbursements per month.

• All dealings with Cicero Corporate Services Pty Ltd are completed as arms length transactions.

• This contract will expire on 31 July 2012

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DIRECTORS’ DECLARATION

In the opinion of the directors of Triple Energy Limited (‘the Company’):

1. The financial statements and notes thereto, as set out on pages 16 to 37, are in accordance with the Corporations Act 2001 including:

2. a. giving a true and fair view of the Company’s financial position as at 31 March 2012 and of the performance of the Company for the year then ended; and

3. b. complying with Australian Accounting Standards (including the Australian Accounting Interpretations) and the Corporations Regulations 2001; and

4. There are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable.

5. This declaration has been made after receiving the declarations required to be made to the directors in accordance with Section 295A of the Corporations Act 2001 for the financial year ended 31 March 2012.

This declaration is signed in accordance with a resolution of the Board of Directors made pursuant to s.303(5) of the Corporations Act 2001.

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Paul Underwood Executive Chairman Dated this 29[th] day of June 2012

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INDEPENDENT AUDITOR’S REPORT

To the members of Triple Energy Limited (formerly Tango Petroleum Limited)

Report on the Financial Report

We have audited the accompanying financial report of Triple Energy Limited, which comprises the statement of financial position as at 31 March 2012, the statement of comprehensive income, the statement of changes in equity and the statement of cash flows for the year then ended, notes comprising a summary of significant accounting policies and other explanatory information, and the directors’ declaration for Triple Energy Limited.

Directors’ Responsibility for the Financial Report

The directors of the company are responsible for the preparation of the financial report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal control as the directors determine is necessary to enable the preparation of the financial report that is free from material misstatement, whether due to fraud or error.

In Note 1(c), the directors also state, in accordance with Accounting Standard AASB 101: Presentation of Financial Statements , that the financial report of Triple Energy Limited complies with International Financial Reporting Standards.

Auditor’s Responsibility

Our responsibility is to express an opinion on the financial report based on our audit. We conducted our audit in accordance with Australian Auditing Standards. Those standards require that we comply with relevant ethical requirements relating to audit engagements and plan and perform the audit to obtain reasonable assurance whether the financial report is free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial report. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the financial report, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the company’s preparation and fair presentation of the financial report in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the directors, as well as evaluating the overall presentation of the financial report.

Our audit did not involve an analysis of the prudence of business decisions made by directors or

management.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Matters relating to the electronic presentation of the audited financial report

This auditor’s report relates to the financial report and remuneration report of Triple Energy Limited for the financial year ended 31 March 2012 included on Triple Energy Limited’s website. The company’s directors are responsible for the integrity of the Triple Energy Limited website. We have not been engaged to report on the integrity of this website. The auditor’s report refers only to the

HLB Mann Judd (WA Partnership) ABN 22 193 232 714 Level 4, 130 Stirling Street Perth WA 6000. PO Box 8124 Perth BC 6849 Telephone +61 (08) 9227 7500. Fax +61 (08) 9227 7533. Email: hlb@hlbwa.com.au. Website: http://www.hlb.com.au Liability limited by a scheme approved under Professional Standards Legislation HLB Mann Judd (WA Partnership) is a member of International, a worldwide organisation of accounting firms and business advisers.

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financial report and remuneration report identified in this report. It does not provide an opinion on any other information which may have been hyperlinked to/from the financial report. If users of the financial report are concerned with the inherent risks arising from publication on a website, they are advised to refer to the hard copy of the audited financial report and remuneration report to confirm the information contained in this website version of the financial report.

Independence

In conducting our audit, we have complied with the independence requirements of the Corporations Act 2001 .

Auditor’s Opinion

In our opinion:

• (a) the financial report of Triple Energy Limited is in accordance with the Corporations Act 2001 , including:

• (i) giving a true and fair view of the company’s financial position as at 31 March 2012 and of its performance for the year ended on that date; and

• (ii) complying with Australian Accounting Standards and the Corporations Regulations 2001 ; and

• (b) the financial report also complies with International Financial Reporting Standards as disclosed in Note 1(c).

Report on the Remuneration Report

We have audited the Remuneration Report included in the directors’ report for the year ended 31 March 2012.The directors of the company are responsible for the preparation and presentation of the Remuneration Report in accordance with section 300A of the Corporations Act 2001 . Our responsibility is to express an opinion on the Remuneration Report, based on our audit conducted in accordance with Australian Auditing Standards.

Auditor’s Opinion

In our opinion the Remuneration Report of Triple Energy Limited for the year ended 31 March 2012 complies with section 300A of the Corporations Act 2001 .

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HLB MANN JUDD Chartered Accountants

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N G NEILL Partner

Perth, Western Australia 29 June 2012

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ADDITIONAL SHAREHOLDER INFORMATION

A. Corporate Governance

A statement disclosing the extent to which the Company has followed the best practice recommendations set by the ASX Corporate Governance Council during the period is contained within the Director’s Report.

B. Shareholding

1. Substantial Shareholders

There were three substantial shareholders as at the balance date:

• i) Mr Mathew Walker and Mafe Holdings Pty Ltd hold 31,000,000 ordinary shares, or 12.4% of the voting rights in the Company

• ii) JK Nominees Pty Ltd hold 20,000,000 ordinary shares, or 8.0% of the voting rights in the Company

• iii) Tisia Nominees Pty Ltd holds 19,000,000 ordinary shares, or 7.6% of the voting rights in the Company

2. Number of holders in each class of equity securities and the voting rights attached (as at 21 June 2012)

Ordinary Shares

There are 646 holders of ordinary shares. Each shareholder is entitled to one vote per share held.

In accordance with the Company’s Constitution, on a show of hands every number present in person or by proxy or attorney or duly authorized representative has one vote. On a poll every member present in person or by proxy or attorney or duly authorized representative has one vote for every fully paid ordinary share held.

Options

There are 149 holders of options. There are no voting rights attached to these options.

3. Distribution schedule of the number of holders in each class of equity security as at 21 June 2012.

a) Fully Paid Ordinary Shares

Spread of holdings	Holders		Securities	% of Issued Capital
NIL holding
1 - 1,000		26	11,457	0.00%
1,001 - 5,000		73	266,736	0.11%
5,001 - 10,000		130	1,188,666	0.48%
10,001 - 100,000		251	10,371,959	4.15%
100,001 -		162	238,161,182	95.26%
Totalon register		642	250,000,000	100.00%

b) Listed Options exercisable at $0.06 on or before 30 June 2012

Spread of holdings	Holders		Securities	% of Issued Capital
NIL holding
1 - 1,000		1	810	0.00%
1,001 - 5,000		10	35,800	0.04%
5,001 - 10,000		24	225,967	0.23%
10,001 - 100,000		52	2,547,046	2.57%
100,001 -		62	96,186,377	97.16%
Total on register		149	99,000,000	100.00%

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ADDITIONAL SHAREHOLDER INFORMATION (Continued)

4. Marketable Parcel

There are 357 shareholders with less than a marketable parcel of $500 based on a share price of $0.013.

5. Twenty largest holders of each class of quoted equity security

The names of the twenty largest holders of each class of quoted security, the number of equity security each holds and the percentage of capital each holds (as at 21 June 2012) is as follows:

Ordinary Shares Top 20 holders and percentage held

Pos	Holder name	Designation	Securities	% of issued
1	MR MATHEW DONALD WALKER		30,000,000	12%
2	JK NOMINEES PTY LTD	JK FUND A/C	20,000,000	8%
3	TISIA NOMINEES PTY LTD	HENDERSON FAM A/C	19,000,000	7.60%
4	AVIEMORE CAPITAL PTY LTD		12,000,000	4.80%
5	MR STEPHEN CHARLES ROHDE & MRS CHERYL DAWN ROHDE	LINDREW A/C	10,075,000	4.03%
6	WESWOOD PTY LTD	PAUL UNDERWOOD S/F	10,000,000	4%
7	SABRELINE PTY LTD	JPR INV A/C	7,500,000	3%
8	MR GARRY BENJAMIN RALSTON		6,000,000	2.40%
9	ABN AMRO CLEARING SYDNEY NOMINEES PTY LTD	CUST A/C	5,928,758	2.37%
10	BONANZA NOMINEES PTY LTD	DYSON S/F A/C	5,000,000	2%
	MR SAMUEL GEORGE ERNEST CASH
11	&	SGEC S/F A/C	5,000,000	2%
	MS MICHAELIA CLARE CASH
12	MS LORAINE VON DER WEID-DE		4,125,000	1.65%
13	MR MARK FREEMAN	FREEMAN FAM A/C	4,008,600	1.60%
14	DENLIN NOMINEES PTY LTD		4,000,000	1.60%
15	BONANZA NOMINEES PTY LTD	DYSON S/F A/C	4,000,000	1.60%
16	VIENNA HOLDINGS PTY LTD		3,500,000	1.40%
17	MR GRANT THOMAS PATERSON	GTP FAM ACCOUNT	3,500,000	1.40%
18	MIKADO CORPORATION PTY LTD	JFC SUPER A/C	3,242,000	1.30%
19	MR RAYMOND JEPP		3,000,000	1.20%
20	MR BRETT MITCHELL & MRS MICHELLE MITCHELL	(MITCHELL SPRING FAMILY A/C)	2,721,428	1.09%
		** Top 20 total -	162,600,786	65.04%
		** Balance total -	87,399,214	34.96%

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ADDITIONAL SHAREHOLDER INFORMATION (Continued)

Options exercisable at $0.06 on or before 30 June 2012 Top 20 holders and percentage held

Pos	Holder name	Designation	Securities	% of issued
1	MR MATHEW DONALD WALKER		14,564,600	15%
2	MR STEPHEN CHARLES ROHDE & MRS CHERYL DAWN ROHDE	(THE LINDREW A/C)	6,075,000	6%
3	AVIEMORE CAPITAL PTY LTD		6,000,000	6.06%
4	SEASPIN PTY LTD	(THE APHRODITE A/C)	6,000,000	6.06%
5	MR GARRY BENJAMIN RALSTON		6,000,000	6.06%
6	SEIVAD INVESTMENTS PTY LTD		5,350,000	5%
7	MIKADO CORPORATION PTY LTD	(JFC SUPERANNUATION A/C)	5,242,000	5%
8	MR MARK FREEMAN	(FREEMAN FAMILY A/C)	3,000,000	3.03%
9	MR RAYMOND JEPP		3,000,000	3.03%
10	UPSKY EQUITY PTY LTD	(UPSKY INVESTMENT A/C)	3,000,000	3%
11	SABRELINE PTY LTD	(JPR INVESTMENT A/C)	2,900,000	3%
12	MR BRETT MITCHELL & MRS MICHELLE MITCHELL	(MITCHELL SPRING FAMILY A/C)	2,285,714	2.31%
13	BONANZA NOMINEES PTY LTD	(THE DYSON SUPER FUND A/C)	2,000,000	2.02%
14	MR IAN ALASTAIR LEETE & MRS HELEN LEETE	(THE LEETE FAMILY S/F A/C)	2,000,000	2.02%
15	MIAL ENTERPRISES PTY LTD		2,000,000	2.02%
16	ABN AMRO CLEARING SYDNEY NOMINEES PTY LTD	(CUSTODIAN A/C)	1,985,230	2.01%
17	MAHSOR HOLDINGS PTY LTD	(ROSHAM FAMILY S/F NO2 A/C)	1,750,000	1.77%
18	PROSPERO CAPITAL PTY LTD	(PROSPERO GROWTH FUND A/C)	1,500,000	1.52%
19	KAMIRA INVESTMENTS PTY LTD	(THE FW A/C)	1,500,000	1.52%
20	S H R PTY LIMITED		1,258,338	1.27%
		** Top 20 total -	77,410,882	78.21%
		** Balance total -	21,589,118	21.79%

P a g e | 44

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ADDITIONAL SHAREHOLDER INFORMATION (Continued)

1. Company Secretary

The name of the Company secretary is James Robinson.

2. Address and telephone details of the Company’s registered administrative office and principle place of business:

Suite 9, 1200 Hay Street WEST PERTH WA 6005 Telephone: (08) 6460 4960 Fax: (08) 9324 3045 info@tripleenergy.net

3. Address and telephone details of the office at which a registry of securities is kept:

Security Transfer Registrars Pty Ltd 770 Canning Highway APPLECROSS WA 6153

4. Securities exchange on which the Company’s securities are quoted:

The Company’s listed equity securities are quoted on the Australian Securities Exchange.

5. Restricted Securities

The Company does not have any restricted securities.

6. Review of Operations

A review of operations is contained in the Directors’ Report.

7. Consistency with business objectives - ASX Listing Rule 4.10.19

In accordance with Listing Rule 4.10.19, the Company states that it has used the cash and assets in a form readily convertible to cash that it had at the time of admission in a way consistent with its business objectives. The business objective is primarily exploration for natural resources and acquisition of resource based projects.