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HYTERRA LTD Annual Report 2017

Jul 27, 2017

65084_rns_2017-07-27_864c6343-06c1-4d89-b938-b84c9ae19a67.pdf

Annual Report

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ABN 68 116 829 675

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CORPORATE IN�ORMATION

ABN �� ��� ��� ���

Directors

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�r �an �in ��a�mond� �am �Alt�rnat� �ir��tor for �r �omm� C��n�� �r ��rra� d�Almi�da ��on� �����ti�� �ir��tor � a��oint�d �8 ��l� 2��7�

�r C�ri� ��r��f�ld ��on� �����ti�� �ir��tor � a��oint�d �8 ��l� 2��7� �r �a�l �nd�r�ood ��on������ti�� �ir��tor � r��i�n�d �8 ��l� 2��7� �r �arr� �al�ton ��on������ti�� �ir��tor � r��i�n�d �8 ��l� 2��7�

Company secretary

Mr Alex Neuling

Registered office and Principal place of business 24�58� Stirlin� �i���a� Cott��lo� �A 6��� PO Box 889, Cottesloe WA 6011 Telephone: �6� ���8 6153 1861 Facsimile: (08) 6314 1557

Postal address:

PO Box 899 COTTESLOE WA 6911

Share register

Security Transfer Registrars Pty Ltd 770 Canning Highway APPLECROSS WA 6153 Telephone: (08) 9315 2333

Solicitors

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

Bennett & Co. Ground Floor, BGC Centre 28 The Esplanade PERTH WA 6000

Ban�ers

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

Auditors

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

�ebsite www.tripleenergy.net

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WWW.TRIPLEENERGY.NET

2017 ANNUAL REPORT

3

Contents **Page **
Corporate Information IFC
Directors’ Report 2
Auditor’s Independence Declaration 12
Consolidated Statement of Comprehensive Income 13
Consolidated Statement of Financial Position 14
Consolidated Statement of Changes in E�uity 15
Consolidated Statement of Cash Flows 16
Notes to the Financial Statements 17
Directors’ Declaration 43
Independent Auditor’s Report 44
Additional ASX Information 48

TRIPLE ENERGY LIMITED

TRIPLE ENERGY LIMITED

4

DIRECTORS’ REPORT

Your directors submit their annual financial report of the Group consisting of Triple Energy Limited (‘Triple’) and its controlled subsidiaries for the financial year ended 31 March 2017. In order to comply with the provisions of the Corporations Act 2001, 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 Ming Kit (Tommy) Cheng Non Executive Chairman Mr Man Kin (Raymond) Tam Alternate Director for Mr Tommy Cheng (appointed 4 April 2017) Mr Paul Underwood Managing Director and Chief Executive Officer[1 ] (Non-Executive Director) Mr Po Siu Chan Executive Director (appointed 29 April 2015, resigned 20 February 2017) Mr Garry Ralston Independent Non-Executive Director

  1. Mr Paul Underwood resigned as Managing Director and Chief Executive Officer on 14 December 2016. He remains on the board as a Non-Executive Director.

Names, qualifications, experience and special responsibilities

Mr Tommy Cheng Non-Executive Chairman Qualifications: B.Comm

Mr Cheng is an executive director and chairman of Beijing Gas Blue Sky Holdings Limited (HKEx Stock Code 6828 “ BSP ”). He holds a Bachelor degree in Commerce from the University of Alberta, Canada. From 1995 to 2003, Mr Cheng held various positions which were responsible for corporate finance and property development activities in the People’s Republic of China ( PRC ). From 2003 to 2008, Mr Cheng was involved in the investment and operations in the gold mining industry in the PRC and had held senior positions in a mining company listed on the Toronto Stock Exchange Venture Board with mining and exploration operations in the PRC. Mr Cheng is currently an executive director and chief executive officer of New Times Energy Corporation Limited (HKEx stock code: 0166) and was an executive director of Grand T G Gold Holdings Limited (HKEx stock code: 08299) from November 2008 to June 2009, which shares are listed on the Hong Kong Stock Exchange.

During the three years to balance date, Mr Cheng has served as a Director of New Times Energy Corporation Limited (2009- present) and Beijing Gas Blue Sky Holdings Limited (2014-Present).

During the three years to balance date Mr Cheng has not served as a Director of any ASX listed company.

Mr Man Kin (Raymond) Tam Alternate Director

Mr Tam is an executive director, chief financial officer and authorized representative of Beijing Gas Blue Sky Power Holdings Ltd, the Hong Kong-listed parent company of the Beijing Gas Blue Sky Power group of companies ( BGBSP ) (Hong Kong Stock Code: 6828). BGSP is Triple’s largest shareholder, with 768.1 million shares.

Mr Tam obtained an Executive Master of Business Administration degree from the University of Western Ontario in Canada in 2005, a Master of Practising Accounting degree from Monash University in Australia in 2001 and a Bachelor of Civil & Resources Engineering (First Class Honours) degree from the University of Auckland in New Zealand in 1998. Mr Tam is a Fellow of CPA Australia, a member of the American Institute of Certified Public Accountants and the Hong Kong Institute of Certified Public Accountants. He is also a CFA and FRM charter-holder. Mr Tam has over 15 years of management experience in banking and finance industry. Prior to joining Beijing Gas Blue Sky Power Holdings Ltd, Mr Tam served as the chief financial officer of China Regenerative Medicine International Limited (stock code: 8158), a company listed on the Growth Enterprise Market of the Stock Exchange of Hong Kong Limited from 2015 to 2016. Mr Tam also served as the Project Director of Mineralogy Pty Ltd. and the chief financial officer of Resourcehouse Ltd., both of which are Australian companies principally engaged in the development of mineral resources. Further, he worked at J.P. Morgan from 2006 to 2010 and held various management positions with The Hongkong and Shanghai Banking Corporation Limited from 1999 to 2006. He also served as the Vice President (Asia Convention) of the World Leadership Alliance — World Economic Council, and has served as the Co-Chairperson of Corporate Sector Committee of CPA Australia — Greater China since 2016.

During the three years to balance date Mr Tam has not served as a Director of any ASX listed company

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2017 ANNUAL REPORT

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DIRECTORS’ REPORT

Mr Paul �nder�ood Non-Executive Director Qualifications: B.Bus, Grad Diploma in Applied �inance, Chartered Accountant

Mr Underwood has over 33 years experience in the upstream oil and gas sector and corporate advisory. He was the founding Managing Director and Chief Executive Officer of Tap Oil Limited (ASX: TAP), a position he held for 11 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 has also served as a Non-Executive Director of Western Power, a Western Australian state owned electricity utility, and is the President of Alliance Francaise de Perth.

During the three years to balance date Mr Underwood has not served as a director of any other listed company.

Mr Garry Ralston

Independent Non-Executive Director, Chairman Audit � Ris�, Nomination and Remuneration Committees Qualifications: �icensed �inance Bro�er (C�B)

Mr 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 44 years. Mr Ralston was a co-founder 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 three years to balance date Mr Ralston has not served as a director of any other listed company.

�ORMER DIRECTORS

Mr Po Siu Chan

Executive Director (appointed �� April ����, resigned �� �ebruary ����), Qualifications: �CA, MComm

Mr Chan is a fellow of Chartered Accountants Australia and New Zealand and is a Director of Afanti Asset Management in Hong Kong. Mr Chan has experience in business consulting and investment banking in China and the Asia Pacific region. Mr Chan has held roles as a Director at PwC in the Advisory division and as a Senior Manager at ANZ in its Project Finance division and has significant experience in transactions in China and Asia Pacific. He holds a Masters Degree in Commerce (specialised in Banking and Finance) from the University of New South Wales in Sydney and a Bachelor Degree in Commerce from the University of Sydney in Sydney.

During the three years to his resignation Mr Chan has not served as a director of any other listed company.

Company Secretary - Mr Alex Neuling

Mr Neuling is a Chartered Accountant and Chartered Secretary with extensive corporate and financial experience including as director, chief financial officer and � or company secretary of various ASX-listed companies in the Oil & Gas, mining, mineral exploration and other sectors.

Prior to those roles, Alex worked at Deloitte in London and Perth. Alex also holds an honours degree in Chemistry from the University of Leeds in the United Kingdom and is principal of Erasmus Consulting Pty Ltd which provides company secretarial and financial management consultancy services to a variety of ASX-listed and other companies.

TRIPLE ENERGY LIMITED

TRIPLE ENERGY LIMITED

DIRECTORS’ REPORT

Interests in the shares and options of the Company

The following relevant interests (including indirect 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 or the date each Director ceased to be a Director, as applicable.

Directors �ully paid
ordinary shares
Options
Mr Tommy Cheng� - 60,000,000
Mr Po Chan� (at time of resignation) - 50,000,000
Mr Paul Underwood 28,160,000 40,000,000
Mr Garry Ralston 12,000,000 1,000,000
Mr Man Kin (Raymond) Tam - -

�Mr Cheng and Mr Chan are nominees of Beijing Gas Blue Sky Holdings Limited (BGBSP). The BGBSP Group is a substantial shareholder of the Company which currently holds 768,104,905 ordinary shares (46.6�) .

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.

70,000,000 incentive options, granted pursuant to shareholder approval on 30 August 2016, were granted to Mr Cheng, Mr Chan and Mr Underwood on 30 August 2016. Options are unlisted and exercisable at �0.015 per share on or before 31 August 2019. The fair value of the options is �0.005 per option.

There are no unpaid amounts on the shares issued.

  • 6

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

����� ������ ���� �������� ����� ������ �� �������
G 31 August 2018 �0.015 77,000,000
H 31 August 2019 �0.015 90,000,000

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 Group during the year was the exploration for natural resources.

Revie� of Operations

������� ��� ���� ��� �������� ������� �������

BGBSP, a substantial shareholder of Triple is an integrated natural gas provider, distributor and operator, which a stated objective to augment its existing mid to downstream natural gas interests to be comprehensively involved in the entire industry value chain in China (and potentially overseas).

BGBSP, its management and directors and staff remain committed to ongoing cooperation with Triple with the common objective of growing the Company significantly and supporting Triple’s objective of establishing a portfolio of �uality producing energy assets in China ahead of a potential future listing on the Hong Kong Stock Exchange. In addition to the provision of management and business development support, BGBSP has introduced new investors to Triple in recent e�uity capital-raisings, including the share placements concluded in April 2016 and April 2017.

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2017 ANNUAL REPORT

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DIRECTORS’ REPORT

�������� ������� ����� ������� ������� �������� � ����

Triple advised on 14 December 2016 that a cooperation agreement ( Agreement ) had been reached with Shaanxi Province Coal Bed Methane Exploitation and Utilization Co. Ltd., a subsidiary of Shaanmei Coal Mining Company ( Shaanmei ).

The Agreement covers production sharing for Coal Bed Methane Drainage of three linked areas in Wangfeng and Sangshuping Mining Areas in Hancheng, Shaanxi Province and covers in excess of 160km[2] . The Agreement provides for a profit-sharing arrangement whereby Triple, through wholly owned HK and PRC subsidiaries, will hold 80� profit interest. Incorporation of the relevant interposed PRC entities to enable the registration of Triple’s ownership is underway and is anticipated to be completed in the near term.

Under the Agreement terms RMB5,000,000 (�A�1,000,000) was re�uired to be forwarded to a Joint Venture account as a performance surety. BGBSP arranged and advanced this funding in support of Triple, with the funding initially in the form of a renewable loan facility to the entity holding Triple’s project interest. Preparatory technical work is underway in relation to identifying optimal locations for exploitation work.

������ ���� ���� ��� �������� ������������� ����� ������� ������� �������� � ����

No substantial new exploration activity was carried out during the year. The joint venture partners are yet to conclude on the necessary measures for closer cooperation in the Hegang area to minimize any future development conflicts as well as identifying other project areas suitable for gas production. Subject to resolution of these matters and securing necessary funding, up to two further wells are expected following the completion of further geological studies planned for 2017.

��������� ������� ��� ��� ����

The consolidated net loss after income tax attributable to members of the Group amounted to �1,728,207 (2016: �1,622,013).

������ �� ��������� ����������

As at 31 March 2017 the Group held �857,360 in cash and cash e�uivalents.

����������� ������� �� ��� ����� �� ������� �� ��� �����

Other than the capital raisings, grant of incentive options, performance share conversion and operational updates as noted elsewhere in this Report, there have been no significant changes in the state of affairs of the Group to the date of this Report.

����������� ������ ����� ������� ����

On 4 April 2017, the Company announced the appointment of Mr Man Kin (Raymond) Tam to the Board (as an Alternate Director for Mr Tommy Cheng). Mr Tam is an Executive Director, Chief Financial Officer and authorized representative of Beijing Gas Blue Sky Power Holdings Ltd, the Hong Kong listed parent company of the Beijing Gas Blue Sky Power group of companies.

On 5 April 2017 Triple placed 80 million new fully paid ordinary shares to a high net worth sophisticated investor in the Peoples Republic of China at an issue price of 0.6 cents per share to raise approximately A�480,000 before associated costs.

Except as disclosed, no matter or circumstance has arisen since 31 March 2017 that in the opinion of the Directors has significantly affect, or may significantly affect in future financial years:

  • (i) the Group’s operations�

  • (ii) the results of those operations� or

  • (iii) the Group’s state of affairs.

������ ������������ ��� �������� �������

The Group continues to evaluate new projects complimentary with the business model of finding and developing producing gas projects in China.

Except as disclosed herein, disclosure of information regarding likely developments in the operations of the Group in future financial years and the expected results of those operations is likely to result in unreasonable prejudice to the Group. Therefore, this information has not been presented in this report.

TRIPLE ENERGY LIMITED

TRIPLE ENERGY LIMITED

DIRECTORS’ REPORT

������������� �����������

The Group is subject to the usual environmental and monitoring re�uirements in respect of its natural resources exploration activities in China.

The Directors are not aware of any significant breaches of these re�uirements during the year.

��������������� ��� ��������� �� ��������� ��� ��������

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.

Remuneration Report

This report, which forms part of the Directors’ Report, outlines the remuneration arrangements in place for the Key Management Personnel of Triple Energy Limited (the “Company”) for the financial year ended 31 March 2017. The information provided in this remuneration report has been audited as re�uired by Section 308(3C) of the Corporations Act 2001.

The remuneration report details the remuneration arrangements for Key Management Personnel (“KMP”) who are defined as those persons having authority and responsibility for planning, directing and controlling the major activities of the Company and the Group, directly or indirectly, including any Director (whether executive or otherwise) of the parent 8 company.

��� ���������� ���������

(i) Directors

Mr Tommy Cheng (Non-Executive Chairman) Mr Paul Underwood (Non-Executive Director[1] )

Mr Po Chan (Executive Director, resigned 20 February 2017)

Mr Garry Ralston (Independent Non-Executive Director)

Mr Man Kin (Raymond) Tam (Alternate Director for Mr Tommy Cheng, appointed 4 April 2017)

(ii) Executives

Mr Alex Neuling (Company Secretary)

������������ ����������

The performance of the Company depends upon the �uality 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

������������ ���������

The Board, in its capacity as the Remuneration Committee of the Board of Directors of the Company� and in accordance with the Remuneration Committee Charter is responsible for determining and reviewing compensation arrangements for the directors, the CEO and the executive team.

The Board assesses the appropriateness of the nature and amount of remuneration of Directors and 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 �uality Board and executive team.

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2017 ANNUAL REPORT

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DIRECTORS’ REPORT

Remuneration report (continued)

������������ ���������

In accordance with best practice Corporate Governance, the structure of Non-Executive Director and Executive remuneration is separate and distinct.

������������� �������� ������������

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 (other than an Alternate Director) is entitle to receive a fee for being a Director of the Company, however the Company’s Chairman, Mr Tommy Cheng, has waived his entitlement to receive a Directors fee.

The remuneration of Non-Executive Directors for the year ended 31 March 2017 is detailed in the Remuneration of Directors and named Executives in Table 1 of this report.

������ ������� ��� ��������� �������� ������������

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

����� ������������

Fixed remuneration is reviewed annually by the full Board (assuming the role of the Remuneration Committee and in accordance with the Remuneration Committee charter). 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 Key Management Personnel is detailed in Table 1.

�������� ������������

Executives (including Executive Directors) are eligible to participate in the Company’s Short Term Incentive (bonus) schemes, as well as Long Term Incentives arrangements in the form of the grant of share options or participation in the Company Employee Share Scheme (“ESS”). During the year ended 31 March 2016, 77,000,000 options exercisable at 1.5 cent per share on or before 31 August 2018 were granted to Directors and Executives pursuant to Shareholder approval granted at the Company’s AGM on 28 August 2015. During the year ended 31 March 2017, 90,000,000 options exercisable at 1.5 cent per share on or before 31 August 2019 were granter to Directors and Executives pursuant to Shareholder approval granted at the Company’s AGM on 30 August 2016. 70,000,000 of which were issued to key management personnel. The fair value of options granted was �0.005 per option. The options were subject to vesting criteria (refer Note 16 of the financial report). As of the date of this report it was considered unlikely that the vesting criteria would be met, and, as such, no expense has been recognised.

��� ���������� ��������� ���������� � ������� ���������

PW Underwood

With effect from 1 May 2015 Mr Underwood’s annual remuneration as Managing Director and Chief Executive officer was set at �160,000 plus statutory superannuation. Mr Underwood is also reimbursed for reasonable expenses incurred in carrying out his duties. The service contract re�uired the Company to provide a notice period consistent with the position of 6 months prior to termination, or alternatively, payment in lieu of service and to maintain officers indemnity insurance.

TRIPLE ENERGY LIMITED

TRIPLE ENERGY LIMITED

10

DIRECTORS’ REPORT

Remuneration report (continued)

Following his resignation on 14 December 2016 as Managing Director and Chief Executive Officer of the Group, Mr Underwood is now paid �50,000 as remuneration for his current role as Non-Executive Director.

AJ Neuling � Company Secretary The Company has engaged Erasmus Consulting Pty Ltd (“Erasmus”) to provide consulting services including services provided by Mr Neuling (an employee and Director of Erasmus). The consulting contract between the Company and Erasmus incorporates a monthly minimum retainer of �1,800 (excluding GST) and additional fees on an hourly rate for work performed by Erasmus personnel in excess of 10 director-level staff hours per month.

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2017 ANNUAL REPORT

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DIRECTORS’ REPORT
Remuneration report (continued)
Remuneration of directors and named executives
Table 1: Directors’ and named executives’ remuneration for the year ended 31 March 2017
Short-term employee benefits
Post-employment benefits
Equity
Total
%
Performance 0% 0% 0% 0% 0% 0% 0% ved fees of
%
Performance 100% 20% 35% 6% 100% 35% In addition to the Directors’ fees shown, Meldrum Pty Ltd atf Meldrum Family Trust, an entity associated with Mr Meldrum, was paid a total of $67,895 by group companies on normal_
commercial terms for technical consulting services provided.
_
*Mr Neuling is not remunerated by the Company. Erasmus Consulting Pty Ltd, an entity controlled by Mr Neuling received fees of $70,329 during the year from the Company.
$ 137,878 105,222 36,000 - - 279,100 rolled by Mr Neuling recei
Total
$ 64,410 214,490 122,940 37,647 2,147 441,634
Options $ - - - - - - - d, an entity cont
Equity
Options $ 64,410 42,940 42,940 2,147 2,147 154,584
Prescribed $ - - - - - - - s Consulting Pty Lt
enefits
Prescribed $ - - - - - -
Superannuation $ - 12,587 - - - - 12,587 ntive options. Erasmu
2016
Post-employment b
Superannuation $ - 14,883 - - - 14,883
Non- Monetary $ - - - - - - - ugh the grant of ince
ar ended 31 March
Non- Monetary $ - - - - - -
Bonuses $ - - - - - - - ny other than thro
ration for the ye
loyee benefits
Bonuses $ - - - - - -
Salary & Fees $ - 125,291 105,222 36,000 - - 266513 ,
ted by the Compa
mpany.
cutives’ remune
Short-term emp
Salary & Fees $ Mr Tommy Cheng
-
Mr Paul Underwood
156,667
Mr Po Chan
80,000
Mr Garry Ralston
35,500
Mr Alex Neuling*
-
Total
272,167
Mr Tommy Cheng Mr Paul Underwood Mr Po Chan Mr Garry Ralston Mr Alex Neuling* Mr Man Kin (Raymond) Tam Total _Mr Neuling is not directly remunera_
$61,952 during the year from the Co
Table 2: Directors’ and named exe*

TRIPLE ENERGY LIMITED

TRIPLE ENERGY LIMITED

DIRECTORS’ REPORT (continued)

Remuneration report (continued)

Remuneration of directors and named executives

(iii) Share-based payments granted as compensation

For details of options granted during the year refer to Note 16 of the financial report and the variable remuneration section of this remuneration report.

No options granted as compensation were exercised in the current financial year.

No options lapsed during the current financial year.

(iv) Option holdings of Key Management Personnel

As at 31 March 2017

s at 31 March 2017
Mr Tommy Cheng
Mr Paul Underwood
Mr Po Chan
Mr Garry Ralston
Mr Alex Neuling
Mr Man Kin (Raymond) Tam
Total
Balance at
beginning of
period
Granted as
remuneration
Options
expired
Net change
Other
Balance at
end of
period
30,000,000
30,000,000
-
-
60,000,000
20,000,000
20,000,000
-
-
40,000,000
30,000,000
20,000,000
-
-
50,000,0001
1,000,000
-
-
-
1,000,000
1,000,000
-
-
-
1,000,000

-
-
-
-
-

82,000,000
70,000,000
-
-
152,000,000
  1. Held at date of resignation

(v) Shareholdings of Key Management Personnel

As at 31 March 2017

Balance at
beginning of
period
Granted as
remuneration
On Exercise
of Options
Net change
Other
Balance at
end of
period
Number Number Number Number Number
Mr Tommy Cheng* - - - - -
Mr Paul Underwood 28,160,000 - - 28,160,000
Mr Po Chan* - - - - -
Mr Garry Ralston 12,000,000 - - - 12,000,000
Mr Alex Neuling 7,900,000 - - - 7,900,000
Mr Man Kin (Raymond) Tam - - - - -
Total 48,060,000 - - - 48,060,000

Mr Cheng and Mr Chan are nominees of_ Beijing Gas Blue Sky Holdings Limited (BGBSP). The BGBSP Group is a substantial shareholder of the Company which holds 768,104,905 ordinary shares as at the date of this report (46.6%) _.*

END OF REMUNERATION REPORT

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2017 ANNUAL REPORT

13

Raymond Tam

TRIPLE ENERGY LIMITED

TRIPLE ENERGY LIMITED

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AUDITOR’S INDEPENDENCE DECLARATION

As lead auditor for the audit of the consolidated financial report of Triple Energy Limited for the year ended 31 March 2017, 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.

Perth, Western Australia 30 June 2017

D I Buckley Partner

14

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2017 ANNUAL REPORT

15

CONSO�IDATED STATEMENT OF COMPRE�ENSI�E INCOME FOR T�E �EAR ENDED 31 MARC� 2017

Notes
2017
201�

Continuing operations
�ther income
2
5,375
7,502
Share based payments expense
-
(165,319)
�ther expenses
2
(1,733,582)
(1,464,196)
�oss before income tax expense
(1,728,207)
(1,622,013)
�ncome tax expense
3
-
-
Net (loss for the year
(1,728,207)
(1,622,013)
Other comprehensive income
�tems that may be reclassified to profit or loss
�xchange differences on translation of foreign operations
(145,241)
(145,009)
Total comprehensive loss for theyear
(1,873,448)
(1,767,022)
�oss attributable to�
�wners of the Parent
(1,728,207)
(1,622,013)
Non-controlling interests
-
-
�oss for the year
(1,728,207)
(1,622,013)
Total comprehensive loss attributable to
�wners of the Parent
(1,844,400)
(1,760,020)
Non-controlling interests
(29,048)
(7,002)
(1,873,448)
(1,767,022)
Basic and diluted loss per share (cents per share)
4
(0.12)
(0.15)
The accompanying notes form part of these financial statements.

TRIPLE ENERGY LIMITED

TRIPLE ENERGY LIMITED

CONSO�IDATED STATEMENT OF FINANCIA� POSITION AS AT 31 MARC� 2017

16
Assets
Current Assets
Cash and cash e�uivalents
�ther current assets
Total Current Assets
Non-Current Assets
Property, plant and e�uipment
�eferred exploration and evaluation expenditure
Total Non-Current Assets
Total Assets
�iabilities
Current �iabilities
Trade and other payables
Shares to be issued
Total Current �iabilities
Non-Current �iabilities
Total �iabilities
Net Assets
E�uity
�ssued capital
Reserves
Accumulated losses
Parent entity interest
Non-controllinginterests
Total e�uity
Notes
2017
201�

Assets
Current Assets
Cash and cash e�uivalents 6
857,360
403,120
�ther current assets 7
24,723
29,020
Total Current Assets 882,083
432,140
Non-Current Assets
Property, plant and e�uipment 8
134,062
165,772
�eferred exploration and evaluation expenditure 9
8,175,056
8,279,676
Total Non-Current Assets 8,309,118
8,445,448
Total Assets 9,191,201
8,877,588
�iabilities
Current �iabilities
Trade and other payables 10
1,004,426
853,596
Shares to be issued 11
480,000
-
Total Current �iabilities 1,484,426
853,596
-
-
Total �iabilities 1,484,426
853,596
Net Assets 7,706,775
8,023,992
E�uity
�ssued capital 12
35,852,152
34,295,921
Reserves 13
718,486
834,679
Accumulated losses 13
(29,663,262)
(27,935,055)
Parent entity interest 6,907,376
7,195,545
Non-controllinginterests 13
799,399
828,447
Total e�uity 7,706,775
8,023,992

The accompanying notes form part of these financial statements.

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Total equity $ 5,881,234 (1,622,013) (145,009) - (1,767,022) 4,233,108 (323,328) 8,023,992 8,023,992 (1,728,207) (145,241) - (1,873,448) 1,747,826 (89,458) (102,137) 7,706,775
Non-controlling interests $ 835,449 - (7,002) (7,002) - - 828,447 828,447 - - (29,048) (29,048) - - - 799,399
Total $ 5,045,785 (1,622,013) (145,009) 7,002 (1,760,020) 4,233,108 (323,328) 7,195,545 7,195,545 (1,728,207) (145,241) 29,048 (1,844,400) 1,747,826 (89,458) (102,137) 6,907,376
Accumulated Losses $ (26,313,042) (1,622,013) - - (1,622,013) - - (27,935,055) (27,935,055) (1,728,207) - - (1,728,207) - - - (29,663,262)
Issued
Reserves
Capital $
$
As at 1 April 2015
30,585,161
773,666
Loss for the period
-
-
Foreign exchange reserve movements on translation
of overseas subsidiaries
-
(145,009)
Change in net assets attributable to non-contributing
interests
-
7,002
Total comprehensive loss for the year
-
(138,007)
Shares and options issued
4,034,088
199,020
Transaction costs on share issue
(323,328)
-
As at 31 March 2016
34,295,921
834,679
As at 1 April 2016
34,295,921
834,679
Loss for the period
-
-
Foreign exchange reserve movements on translation
of overseas subsidiaries
-
(145,241)
Change in net assets attributable to non-contributing
interests
-
29,048
Total comprehensive loss for the period
-
(116,193)
Shares and options issued
1,747,826
-
Performance shares adjustment
(89,458)
-
Transaction costs on share issue
(102,137)
-
As at 31 March 2017
35,852,152
718,486
The accompanying notes form part of these financial statements.

TRIPLE ENERGY LIMITED

TRIPLE ENERGY LIMITED

18

CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 31 MARCH 2017

2017
2016
Notes
$
$
Inflows/(Outflows)
Cash flows from operating activities
Interest received 5,375
7,502
Payments to suppliers and employees (1,334,536)
(1,042,680)
Net cash flows(used in) operating activities 6
(1,329,161)
(1,035,178)
Cash flows from investing activities
Payments for exploration and evaluation expenditure (265,488)
(652,211)
Net cash flows (used in) investing activities (265,488)
(652,211)
Cash flows from financing activities
Proceeds from issue of shares and options 1,747,826
1,534,000
Other – share placement application proceeds held on trust 480,000
-
Transaction costs on issue of shares (196,994)
(289,628)
Net cash flows from financing activities 2,030,832
1,244,372
Net (decrease)/increase in cash and cash equivalents 436,183
(443,017)
Foreign exchange 18,057
Cash and cash equivalents at the beginning of the year 6
403,120
846,137
Cash and cash equivalents at the end of theyear 857,360
403,120

The accompanying notes form part of these financial statements.

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NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2017

NOTE 1� STATEMENT OF SI�NIFICANT ACCO�NTIN� POLICIES

(a) �asis of preparation

The financial statements are general purpose financial statements, which have been prepared in accordance with the requirements of the Corporations �ct 2001, �ccounting �tandards and Interpretations and comply with other requirements of the law.

The financial statements comprise the consolidated financial statements of the Company and its subsidiaries (the �roup). For the purposes of preparing the consolidated financial statements, the Company is a for-profit entity.

The financial statements have 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 statements are presented in �ustralian dollars.

The Company is a listed public company, domiciled in �ustralia and operating in �ustralia (with subsidiaries operating internationally). The principal activity of the �roup is the exploration for natural resources.

Going Concern

For the year ended 31 �arch 2017 the �roup recorded a net loss of �1,728,207 and a net operating cash outflow of �1,329,161.

Notwithstanding the above, the financial statements have been prepared on a going concern basis, which contemplates continuity of normal business activities and the realisation of assets and liabilities in the ordinary course of business and on the assumption of sufficient funds continuing to be available for the operations of the Company and its subsidiaries.

The �oard considers that the Company is a going concern and recognises that additional funding is required to ensure that the Company can continue to fund the consolidated entity�s operations and further develop its pro�ects during the twelve month period from the date of this financial report. The �irectors expect that the Company will be able to continue to raise the funds required to meets its obligations as and when they fall due, noting the ongoing support of its largest shareholder, the ����P group in assisting the Company in accessing new investors and also in directly providing bridging finance.

In the event that the Company is unsuccessful in deriving sufficient additional funding for its operations there would exist a material uncertainty that may cast significant doubt on the �roup�s ability to continue as a going concern and realise its assets and discharge its liabilities in the normal course of business and at the amounts stated in the financial report.

(�) Adoption of new and revised standards

Changes in accounting policies on initial application of Accounting Standards

In the year ended 31 �arch 2017, the �irectors have reviewed all of the new and revised �tandards and Interpretations issued by the ���� that are relevant to its operations and effective for the current annual reporting period.

It has been determined by the �irectors that there is no impact, material or otherwise, of the new and revised �tandards and Interpretations on the �roup�s business and, therefore, no change is necessary to �roup accounting policies.

The �irectors have also reviewed all new �tandards and Interpretations that have been issued but are not yet effective for the year ended 31 �arch 2017. �s a result of this review the �irectors have determined that there is no impact, material or otherwise, of the new and revised �tandards and Interpretations on the �roup�s business and, therefore, no change necessary to �roup accounting policies.

(c) Statement of compliance

The financial statements were authorised for issue on 30 �une 2017.

The financial statements comply with �ustralian �ccounting �tandards, which include �ustralian equivalents to International Financial �eporting �tandards (�IF��). Compliance with �IF�� ensures that the financial report, comprising the financial statements and notes thereto, complies with International Financial �eporting �tandards (IF��).

(d) �asis of consolidation

The consolidated financial statements incorporate the assets and liabilities of all subsidiaries of Triple �nergy �td (�the Company�) as at 31 �arch 2017 and the results of all subsidiaries for the year then ended. Triple �nergy �td and its subsidiaries are referred to in this financial report as the group or the consolidated entity

TRIPLE ENERGY LIMITED

TRIPLE ENERGY LIMITED

20

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2017

(d) �asis of consolidation (continued)

The financial statements of the subsidiaries are prepared for the same reporting period as the parent entity, using consistent accounting policies.

In preparing the consolidated financial statements, all intercompany balances and transactions, income and expenses and profit and losses resulting from intra-group transactions have been eliminated in full.

�ubsidiaries are fully consolidated from the date on which control is transferred to the �roup and cease to be consolidated from the date on which control is transferred out of the �roup. Control exists where the company has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities. The existence and effect of potential voting rights that are currently exercisable or convertible are considered when assessing when the �roup controls another entity.

�nrealised gains or transactions between the �roup and its associates are eliminated to the extent of the �roup�s interests in the associates. �nrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred. �ccounting policies of associates have been changed where necessary to ensure consistency with the policies adopted by the �roup.

Non-controlling interests represent the portion of profit or loss and net assets in subsidiaries not held by the �roup and are presented separately in the statement of comprehensive income and within equity in the consolidated statement of financial position. �osses are attributed to the non-controlling interests even if that results in a deficit balance.

The �roup treats transactions with non-controlling interests that do not result in a loss of control as transactions with equity owners of the �roup. � change in ownership interest results in an ad�ustment between the carrying amounts of the controlling and non-controlling interests to reflect their relative interests in the subsidiary. �ny difference between the amount of the ad�ustment to non-controlling interests and any consideration paid or received is recognised within equity attributable to owners of the Company.

�hen the �roup loses control of a subsidiary, a gain or loss is recognised in profit or loss and is calculated as the difference between (i) the aggregate of the fair value of the consideration received and the fair value of any retained interest and (ii) the previous carrying amount of the assets (including goodwill) and liabilities of the subsidiary and any non-controlling interests. �hen assets of the subsidiary are carried at revalued amounts or fair values and the related cumulative gain or loss has been recognised in other comprehensive income and accumulated in equity, the amounts previously recognised in other comprehensive income and accumulated in equity are accounted for as if the �roup had directly disposed of the relevant assets (i.e. reclassified to profit or loss or transferred directly to retained earnings as specified by applicable �tandards). The fair value of any investment retained in the former subsidiary at the date when control is lost is regarded as the fair value on initial recognition for subsequent accounting under ���� 139 �Financial Instruments� �ecognition and �easurement� or, when applicable, the cost on initial recognition of an investment in an associate or �ointly controlled entity.

(e) Critical accounting �udgements and �ey sources of estimation uncertainty

The application of accounting policies requires the use of �udgements, 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. �ctual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. �evisions 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 �roup 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 using a �lac� and �choles model. The �roup measures the cost of share-based payments at fair value at the grant date using the �lac� and �choles formula ta�ing into account the terms and conditions upon which the instruments were granted, as discussed in Note 16.

Valuation of Performance Shares:

�uring the prior year the �roup issued 595.3 million drilling performance shares to the ��P group in consideration for the procurement of drilling services. The accounting value of the Performance �hares was determined using the mar�et value of the Company�s shares as at the date of issue of the performance shares and with an assessment carried out at balance date as to the value of the drilling services performed and thereby the number of performance shares deemed li�ely to have vested at that date.

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NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2017

(f) Revenue Recognition

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

�i� �nterest income

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

(g) Cash and cash equivalents

Cash comprises cash at ban� and in hand. Cash equivalents are short term, highly liquid investments that are readily convertible to �nown amounts of cash and which are sub�ect to an insignificant ris� of changes in value.

(h) Trade and other receiva�les

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. �n allowance account is used when there is ob�ective evidence that the �roup will not be able to collect all amounts due according to the original contractual terms. Factors considered by the �roup in ma�ing this determination include �nown significant financial difficulties of the debtor, review of financial information and significant delinquency in ma�ing contractual payments to the �roup.

The amount of the impairment loss is recognised in the statement of comprehensive income within other expenses. �hen 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. �ubsequent recoveries of amounts previously written off are credited against other expenses in the statement of comprehensive income.

(i) Property� plant and equipment

Plant and equipment is stated at cost less accumulated depreciation and any accumulated impairment losses. �uch cost includes the cost of replacing parts that are eligible for capitalisation when the cost of replacing the parts is incurred. �imilarly, when each ma�or inspection is performed, its cost is recognised in the carrying amount of the plant and equipment as a replacement only if it is eligible for capitalisation.

�and and buildings are measured at fair value less accumulated depreciation on buildings and less any impairment losses recognised after the date of the revaluation.

�epreciation is calculated on a straight-line basis over the estimated useful life of the assets as follows�

  • �easehold Improvements – lease term

Plant and equipment – over 5 to 15 years

The assets� residual values, useful lives and amortisation methods are reviewed, and ad�usted if appropriate, at each financial year end.

�i� �mpairment

The carrying values of plant and equipment are reviewed for impairment at each balance date, with recoverable amount being estimated when events or changes in circumstances indicate that the carrying value may be impaired.

The recoverable amount of plant and equipment is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pretax discount rate that reflects current mar�et assessments of the time value of money and the ris�s specific to the asset.

For an asset that does not generate largely independent cash inflows, recoverable amount is determined for the cash-generating unit to which the asset belongs, unless the asset�s value in use can be estimated to approximate fair value.

�n impairment exists when the carrying value of an asset or cash-generating units exceeds its estimated recoverable amount. The asset or cash-generating unit is then written down to its recoverable amount.

For plant and equipment, impairment losses are recognised in the statement of comprehensive income in the cost of sales line item.

TRIPLE ENERGY LIMITED

TRIPLE ENERGY LIMITED

22

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2017

(i) Property� plant and equipment (continued)

�iii� �ereco�nition and disposal

�n item of property, plant and equipment is derecognised upon disposal or when no further future economic benefits are expected from its use or disposal.

�ny gain or loss arising on derecognition of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in profit or loss in the year the asset is derecognised.

(�) Derecognition of financial assets and financial lia�ilities

�i� �inancial assets

� financial asset (or, where applicable, a part of a financial asset or part of a �roup of similar financial assets) is derecognised when�

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

  • the �roup 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 �roup has transferred its rights to receive cash flows from the asset and either�

  • (a) has transferred substantially all the ris�s and rewards of the asset, or

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

�hen continuing involvement ta�es 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 �roup�s continuing involvement is the amount of the transferred asset that the �roup 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 �roup�s continuing involvement is limited to the lower of the fair value of the transferred asset and the option exercise price.

�ii� �inancial liabilities

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

�hen 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.

(�) Foreign currency translation

The functional and presentation currency of Triple �nergy �imited is �ustralian dollars. Transactions in foreign currencies are initially recorded in the functional currency by applying the exchange rates ruling at the date of the transaction. �onetary 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.

(l)

Income ta�

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.

�eferred 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.

  • �eferred 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

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NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2017

(l) Income ta� (continued)

  • when the taxable temporary difference is associated with investments in subsidiaries, associates or interests in �oint 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.

�eferred 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 �oint 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.

�nrecognised 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.

�eferred 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.

�eferred 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.

(m) Other ta�es

  • �evenues, expenses and assets are recognised net of the amount of ��T except�

  • when the ��T incurred on a purchase of goods and services is not recoverable from the taxation authority, in which case the ��T 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 ��T included.

  • The net amount of ��T 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 �tatement of Cash Flows on a gross basis and the ��T 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 ��T recoverable from, or payable to, the taxation authority.

(n) Impairment of assets

The �roup 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 �roup ma�es an estimate of the asset�s recoverable amount. �n 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 cashgenerating unit to which it belongs. �hen 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.

TRIPLE ENERGY LIMITED

TRIPLE ENERGY LIMITED

24

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2017

(n)

Impairment of assets (continued)

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 mar�et assessments of the time value of money and the ris�s 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).

�n 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. � 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. �uch 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. �fter such a reversal the depreciation charge is ad�usted in future periods to allocate the asset�s revised carrying amount, less any residual value, on a systematic basis over its remaining useful life.

(o) Trade and other paya�les

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

(p) Provisions

Provisions are recognised when the �roup 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.

�hen the �roup expects some or all of a provision to be reimbursed, for example under an insurance contract, the reimbursement is recognised as a separate asset but only when the reimbursement is virtually certain. The expense relating to any provision is presented in the statement of comprehensive income 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 ris�s specific to the liability.

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

(q) Share��ased payment transactions

The �roup provides benefits to employees (including senior executives) of the �roup 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 ta�en of any performance conditions, other than conditions lin�ed to the price of the shares of Triple �nergy �imited (mar�et 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 �roup�s best estimate of the number of equity instruments that will ultimately vest. No ad�ustment is made for the li�elihood of mar�et performance conditions being met as the effect of these conditions is included in the determination of fair value at grant date. The income or expense 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 mar�et 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. �owever, 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.

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NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2017

(r) 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.

(s)

Earnings per share

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

  • �iluted earnings per share is calculated as net profit / loss attributable to members of the parent, ad�usted 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, ad�usted for any bonus element.

(t)

E�ploration and evaluation

  • �xploration 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 exploitation 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.

�xploration 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. �eneral 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.

�xploration 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). �here 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.

�here 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.

(u) Segment reporting

Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision ma�er. The chief operating decision ma�er, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the �oard of �irectors of Triple �nergy �imited.

TRIPLE ENERGY LIMITED

TRIPLE ENERGY LIMITED

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2017

(v) Parent entity financial information

The financial information for the parent entity, Triple �nergy �imited, disclosed in Note 24 has been prepared on the same basis as the consolidated financial statements, except as set out below�

  • a� in�estments in subsidiaries� associates and �oint �enture entities

Investments in subsidiaries, associates and �oint venture entities are accounted for at cost in the parent entity�s financial statements.

  • b� Share-based payments

The grant by the Company of options over its equity instruments to the employees of subsidiary underta�ings in the �roup is treated as a capital contribution to that subsidiary underta�ing. The fair value of employee services received� measured by reference to the grant date fair value, is recognised over the vesting period as an increase to the investment in subsidiary underta�ing, with a corresponding credit to equity.

NOTE 2� RE�EN�ES AND E�PENSES

CONSOLIDATED

26
(a) Other income
Interest
(�) E�penses
�ccounting and audit fees
�dministrative expenses
�irectors� fees � salaries
Foreign exchange loss/(gain)
Insurance
�egal fees
New pro�ect evaluation costs not capitalised
Other business development
�ent
Corporate travel expenses
Other
2017
$
2016
$
5,375
7,502
5,375
7,502
46,307
27,194
190,938
143,178
344,873
252,236
25,251
(20,858)
25,000
21,807
66,899
26,417
20,277
454,815
739,338
454,815
19,099
22,419
255,600
81,324
-
849
1,733,582
1,464,196

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2017 ANNUAL REPORT

27

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2017

NOTE 3� INCOME TA�

CONSOLIDATED

(a) Income ta� �enefit
(�) Numerical reconciliation �etween ta� e�pense and pre�
ta� net loss
�oss before income tax benefit
Income tax using the Company�s domestic tax rate of 30�
(2016� 30�)
Non-deductible expenses/(deductible tax ad�ustments)
Current year losses for which no deferred tax asset was
recognised
Income tax benefit/(expense) attributable to entity
2017
$
2016
$
-
-
(1,728,207)
(1,622,013)
(518,462)
(486,604)
30
49,942
518,432
436,662
-
-

(c) Ta� losses

�nused 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 sub�ect 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.

  • �s at 31 �arch 2017 the Company has estimated carry forward tax losses of Triple �nergy �imited as the parent entity of �2,601,439 (31 �arch 2016� �2,026,990). �s at balance date the quantum of assessable losses in foreign �urisdictions is yet to be determined.

(d) �nrecognised temporary differences

Net deferred tax assets (calculated at 30� (2016�30�) have not been recognised in respect of the following items�

�nrecognised deferred tax assets/(liabilities) relating to the above temporary differences

CONSOLIDATED 2017 2016 $ $ 780,412 608,097

TRIPLE ENERGY LIMITED

TRIPLE ENERGY LIMITED

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2017

NOTE �� LOSS PER SHARE

CONSOLIDATED

(a) Earnings used in calculating earnings per share
For basic loss per share�
�oss from Continuing Operations
(�) Weighted average num�er of shares
�eighted average number of ordinary shares for basic earnings per share
2017
$
2016
$
(1,728,207)
(1,622,013)
1,484,593,331
1,109,418,173

There are no potential ordinary shares that are considered dilutive, as a result no dilutive earnings per share has been disclosed.

NOTE �� OPERATIN� SE�MENTS

28 Identification of reporta�le segments

Triple �nergy �imited is focused on the oil and gas sector.

The �roup has identified its operating segments based on the internal reports that are reviewed and used by the executive management team (the chief operating decision ma�ers) 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 pro�ects. �iscrete financial information about each of these pro�ects is reported to the executive management team on at least a monthly basis.

Location of interests and nature of pro�ects

Oil and gas exploration pro�ects

The �roup�s current pro�ect is located in the People�s �epublic of China. The Company continues to review other potential opportunities within the oil and gas sector internationally.

Accounting policies and inter�segment transactions

The accounting policies used by the �roup in reporting segments internally are the same as those contained in Note 1 to the accounts and in the prior period.

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2017 ANNUAL REPORT

29

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2017

NOTE �� OPERATIN� SE�MENTS (continued)

�ear ended 31 �arch 2017
Total segment revenue
�egment net operating loss after tax
Interest revenue
Other non-cash expenses
�egment assets
�egment liabilities
Cash flow information
Net cash flow from operating
activities
Net cash flow from investing activities
Net cash flow from financing activities
Other information
�epreciation
�dditions to non-current assets
CONSOLIDATED
Oil and �as
Pro�ects
$
�nallocated
Items
$
Total
$
-
5,375
5,375
-
(1,728,207)
(1,728,207)
-
5,375
5,375
-
-
-
8,431,080
760,121
9,191,201
885,441
598,985
1,484,426
-
(1,329,161)
(1,329,161)
(265,488)
-
(265,488)
-
2,030,832
2,030,832
17,477
100
17,577
256,590
-
256,590

TRIPLE ENERGY LIMITED

TRIPLE ENERGY LIMITED

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2017

NOTE �� OPERATIN� SE�MENTS (continued)

CONSOLIDATED

CONSOLIDATED
30
�ear ended 31 �arch 2016
Total segment revenue
�egment net operating loss after tax
Interest revenue
Other non-cash expenses
�egment assets
�egment liabilities
Cash flow information
Net cash flow from operating activities
Net cash flow from investing activities
Net cash flow from financing activities
Other information
�epreciation
�dditions to non-current assets
Oil and �as
Pro�ects
$
�nallocated
Items
$
Total
$
-
7,502
7,502
-
(1,622,013)
(1,622,013)
-
7,502
7,502
-
165,319
165,319
8,750,262
127,326
8,877,588
591,378
262,218
853,596
-
(1,035,178)
(1,035,178)
(652,211)
-
(652,211)
-
1,244,372
1,244,372
20,647
17,277
37,924
652,211
-
652,211

NOTE 6� CASH AND CASH E��I�ALENTS

Cash at ban� and on hand
�an� guarantee
CONSOLIDATED
2017
$
2016
$
842,052
387,812
15,308
15,308
857,360
403,120

Cash at ban� earns interest at floating rates based on daily ban� deposit rates.

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

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2017 ANNUAL REPORT

31

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2017

NOTE 6� CASH AND CASH E��I�ALENTS (continued)

Non�Cash Investing and Financing Activities

�uring the year ended 31 �arch 2016 the �roup issued 595.3 million drilling performance shares as consideration for drilling services.

Reconciliation of loss for the year to net cash
flows from operating activities
�oss for the year
�d�ustments for�
�hare-based payments expenditure
�epreciation
Change in net assets and liabilities�
(Increase)/decrease in trade and other
receivables
(�ecrease)/increase in trade and other payables
Net cash used in operating activities
CONSOLIDATED
2017
$
2016
$
(1,728,207)
(1,622,013)
-
165,319
100
1,155
4,297
69,385
394,649
350,976
(1,329,161)
(1,035,178)

NOTE 7� OTHER C�RRENT ASSETS

E 7�
OTHER C�RRENT ASSETS
��T receivables
Prepayments
Other receivables
CONSOLIDATED
2017
$
2016
$
(1,386)
11,352
356
4,225
25,753
13,443
24,723
29,020

TRIPLE ENERGY LIMITED

TRIPLE ENERGY LIMITED

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2017

NOTE 8� PROPERTY� PLANT AND E��IPMENT

32
Cost
�s at 1 �pril 2015
�dditions
Foreign exchange movements
As at 31 March 2016
�s at 1 �pril 2016
�dditions
Foreign exchange movements
As at 31 March 2017
Accumulated Depreciation
�s at 1 �pril 2015
Net charge for the year
As at 31 March 2016
�s at 1 �pril 2016
Net charge for the year
As at 31 March 2017
Carrying amounts
At 31 March 2016
At 31 March 2017
CONSOLIDATED
Leasehold
Improvements
Plant �
Equipment
Total
$
$
31,980
242,419
274,399
-
-
-
-
(12,110)
(12,110)
31,980
230,309
262,289
31,980
230,309
262,289
-
-
-
-
(14,133)
(14,133)
31,980
216,176
248,156
14,603
43,990
58,593
17,277
20,647
37,924
31,880
64,637
96,517
31,880
64,637
96,517
100
17,477
17,577
31,980
82,114
114,094
100
165,672
165,772
-
134,062
134,062

Note - depreciation of plant � equipment used in exploration activities is capitalised as deferred exploration and evaluation expenditure.

NOTE �� DEFERRED E�PLORATION AND E�AL�ATION E�PENDIT�RE

E�ploration and evaluation phase � at cost
�alance at beginning of year
Foreign exchange movements
�d�ustment to ��P �rilling Performance �hares
�xploration expenditure capitalised in the year
Total deferred exploration and evaluation expenditure
CONSOLIDATED
2017
$
2016
$
8,279,676
5,576,873
(271,752)
(162,898)
(89,458)
2,000,088
256,590
865,613
8,175,056
8,279,676

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 alternatively sale of the interest.

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2017 ANNUAL REPORT

33

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2017

NOTE 10� TRADE AND OTHER PAYA�LES

OTE 10�
TRADE AND OTHER PAYA�LES
Trade creditors�
Other creditors and accruals
CONSOLIDATED
2017
$
2016
$
567,112
701,871
437,314
151,725
1,004,426
853,596

�Trade creditors are non-interest-bearing and normally settled on 45 day terms.

NOTE 11� SHARES TO �E ISS�ED

CONSOLIDATED

OTE 11�
SHARES TO �E ISS�ED
CONSOLIDATED
�hares to be issued 2017
$
2016
$
480,000
-
480,000

�elates to the placement of 80,000,000 fully paid ordinary shares to be issued at 0.6 cents per share. �hares were issued on 5 �pril 2017.

NOTE 12� ISS�ED CAPITAL

CONSOLIDATED

2017
No�
2016
No�
�rdinary shares �a�
Issued and fully paid
1,567,900,913
1,132,940,941
Performance Shares �b�
-
595,264,168
2017
$
2016
$
35,052,152
31,495,833
800,000
2,800,088
35,852,152
34,295,921

(a) Ordinary Shares

Ordinary shares entitle the holder to participate in dividends and the proceeds on winding up of the �roup in proportion to the number of shares held. On a show of hands every holder of ordinary shares present at a meeting or by proxy, is entitled to one vote. �pon a poll of every holder is entitled to one vote per share held.

TRIPLE ENERGY LIMITED

TRIPLE ENERGY LIMITED

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2017

NOTE 12� ISS�ED CAPITAL (CONTIN�ED)

�ovements in ordinary shares on issue during the year are as follows�

CONSOLIDATED

CONSOLIDATED
�o�ements in ordinary shares on issue
�t 1 �pril
�ovements during the period�
Issued for cash(i)
Issued as settlement of borrowings
Conversion of Performance �hares
Transaction costs
�t 31 �arch
2017
2016
No�
$
No�
$
1,132,940,941
31,495,833
793,940,944
29,785,161
116,521,733
1,747,826
255,666,664
1,534,000
-
-
83,333,333
500,000
318,438,239
1,910,630
-
-
-
(102,137)
-
(323,328)
1,567,900,913
35,052,152
1,132,940,941
31,495,833

(i) On 11 �pril 2016, the �irectors of Triple announced that the Company had agreed to place up to approximately 117 million new fully paid ordinary shares ( New Shares ) at 1.5 cents per share to raise approximately ��1.75 million before associated costs ( Placement ). 116,521,733 New �hares were subsequently allotted and issued under the Placement on 15 �pril 2016.

(�) Performance Shares

�i� �rillin� Performance Shares

34

�uring the year to 31 �arch 2016, the Company issued 595.3 million drilling performance shares to ��P as part of the �hareholder-approved ��P Transaction. �nder the terms of the ��P Transaction, the �olong �oint �enture (80� profit interest to TNP), entered into a drilling contract with �ei�ing �iu�un �nergy Technology Co �td ( �iu�un Energy ) for the drilling and technical services for the two wells in the �egang area of �eilong�iang Province in China.

Full responsibility for payment for the �iu�un �nergy drilling services was assumed by ��P in consideration for the drilling performance shares issued to them by Triple. The terms of these performance shares allow for their conversion to ordinary shares on a 1�1 basis upon satisfactory completion of the specified drilling services by an agreed milestone date.

�s at 31 �ecember 2015 (the originally scheduled milestone completion date) the 2 wells had been drilled and cored as announced by the Company to ��� previously, however certain other specified components of the drilling services were not able to be met through no fault of Triple or ��P. The independent �irectors of Triple (being, in this instance the �irectors not nominated by or associated with ��P) resolved to ta�e such remedial action as may be necessary to enable the commercial substance and practical intent of the drilling services arrangements with ��P to be honoured. � general meeting of the Company was convened and held on 28 �une 2016 to enable the drilling performance shares to be reissued on revised terms. �hareholders voted overwhelmingly in favour of reissuing the shares, which was completed immediately following the meeting. �ubsequently, the Company and ��P determined a pro-rata vesting of the reissued shares based on the value of drilling services performed up to that date and 318 million new fully paid ordinary shares were issued to ��P, while the balance of 277 million of the reissued drilling performance shares were agreed to have lapsed automatically in accordance with their terms.

The drilling performance shares were valued based on the mar�et price at the time of their original issue (being 24 �pril 2015) and sub�ect to an assessment as at balance date of the number of performance shares li�ely to have vested as at that date.

�ovements in the number of Performance �hares on issue during the current and prior year are as follows�

�t 1 �pril
Issued in consideration for drilling services
Converted during period(ii)
�apsed during period(ii)
2017
2016
No�
No�
595,264,168
-
-
595,264,168
(318,438,239)
-
(276,825,929)
-
-
595,264,168

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2017 ANNUAL REPORT

35

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2017

NOTE 12� ISS�ED CAPITAL (CONTIN�ED)

(ii) On 28 �une 2016, Triple shareholders voted to approve a reissue on amended terms of the �rilling Performance �hares previously issued during 2015 under the ��P financing transaction. �s set out in the relevant notice of meeting, the reissued performance shares enabled a pro-rata vesting of the �rilling Performance �hares, having regard to the actual drilling services provided under an agreed variation of scope. �ubsequently, on 30 �une 2016, 318,438,239 fully paid ordinary shares were issued upon conversion of the �rilling Performance �hares, with the balance of 276,825,929 �rilling Performance �hares then lapsing.

(c) Options

Company options carry no voting rights and no right to dividends.

Options on issue
�o�ements in share options
Outstanding at the beginning of the year
�ranted during the year(iii)
�xpired during the year
Outstanding at the end of the year
CONSOLIDATED
2017
No�
2016
No�
167,000,000
77,000,000
77,000,000
85,000,000
90,000,000
97,000,000
-
(105,000,000)
167,000,000
77,000,000

(iii) �t the Company�s 2016 ��� on 30 �ugust 2016, �hareholders voted to approve the issue of 90,000,000 new incentive options to related parties exercisable at �0.015 per share on or before 30 �ugust 2019 (sub�ect to vesting conditions). These options were issued on 30 �ugust 2016.

�etails of options on issue as at balance date are as follows�

Class

H
Num�er
E�ercise Price
E�piry date
Status
77,000,000
1.5
cents
per
share
31
�ugust
2018
�ested and exercisable
90,000,000
1.5
cents
per
share
31
�ugust
2019
�ested and exercisable
167�000�000

TRIPLE ENERGY LIMITED

TRIPLE ENERGY LIMITED

36

Total equity $ 5,881,234 (1,622,013) (145,009) - (1,767,022) 4,034,088 (323,328) 199,020 8,023,992 8,023,992 (1,728,207) (145,241) - (1,873,448) 1,747,826 (89,458) (102,137) 7,706,775
Non- controlling interests $ 835,449 - - (7,002) (7,002) - - - 828,447 828,447 - - (29,048) (29,048) - - - 799,399
Total $ 5,045,785 (1,622,013) (145,009) 7,002 (1,760,020) 4,034,088 (323,328) 199,020 7,195,545 7,195,545 (1,728,207) (145,241) 29,048 (1,844,400) 1,747,826 (89,458) (102,137) 6,907,376
NOTE 13:
RESERVES, ACCUMULATED LOSSES & NON-CONTROLLING INTERESTS
Issued
Share based
Accumulated
Foreign Currency
Consolidation
Capital
payment
losses
Translation
Reserve
reserve
Reserve
$
$
$
$
$
As at 1 April 2015
30,585,161
660,951
(26,313,042)
948,164
(835,449)
Loss for the period
-
-
(1,622,013)
-
-
Foreign exchange reserve movements on translation of
-
-
-
(145,009)
-
overseas subsidiaries Changes attributable to non-contributing interests
-
-
-
-
7,002
Total comprehensive loss for the period
-
-
(1,622,013)
(145,009)
7,002
Ordinary Shares issued
4,034,088
-
-
-
-
Transaction costs on share issue
(323,328)
-
-
-
-
Options Issued
-
199,020
-
-
-
As at 31 March 2016
34,295,921
859,971
(27,935,055)
803,155
(828,447)
As at 1 April 2016
34,295,921
859,971
(27,935,055)
803,155
(828,447)
Loss for the period
-
-
(1,728,207)
-
-
Foreign exchange reserve movements on translation of
-
-
-
(145,241)
-
overseas subsidiaries Changes attributable to non-contributing interests
-
-
-
-
29,048
Total comprehensive loss for the period
-
-
(1,728,207)
(145,241)
29,048
Ordinary Shares issued
1,747,826
-
-
-
-
Performance shared adjustment
(89,458)
-
-
-
-
Transaction costs on share issue
(102,137)
-
-
-
-
As at 31 March 2017
35,852,152
859,971
(29,663,262)
657,914
(799,399)

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2017 ANNUAL REPORT

37

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2017

NOTE 13: RESERVES (continued)

Share based payment reserve

For ESS transactions, the share based payment reserve is used to record the difference between the issue price of ESS shares and the fair value of consideration received by the Company where a limited-recourse loan from the Company is used to fund the purchase. Also, where equity instruments have been issued as consideration for the acquisition of assets or services and are required to be separately valued, any difference between fair value of the instrument granted and the actual book value of the assets received.

Foreign Currency Translation Reserve

This reserve is used to record exchange differences arising on translation of the group entities that do not have a functional currency of Australian dollars and have been translated into Australian dollars for presentation purposes.

Consolidation Reserve

This reserve recognises adjustments upon consolidation to record the difference between the non-controlling interest’s share of the net assets and the equity committed by the non-controlling interest.

NOTE 14: SUBSIDIARIES

Transactions with subsidiaries

The consolidated financial statements include the financial statements of Triple Energy Limited and the subsidiaries listed in the following table:

Name of subsidiary Principal activity Principal activity Place of
incorporation
and operation
Proportion of ownership interest and
voting power held by the Group
Proportion of ownership interest and
voting power held by the Group
31 March 2017 31 March 2016
Tango Energy, Inc Holds interests in Oil and
Gas exploration
USA 100% 100%
CFT Heilongjiang (HK)
Ltd
Oil and Gas investment Hong Kong 100% 100%
Heilongjiang Aolong
Energy Co. Ltd
Coal mine gas
exploration
China 80% 80%
Name of subsidiary Investment
31 March 2017
$
31 March 2016
$
Tango Energy, Inc - -
CFT Heilongjiang (HK)
Ltd
800,000 800,000
Heilongjiang Aolong
Energy Co. Ltd
2,989,115 2,989,115

Triple Energy Limited is the ultimate Australian parent entity and ultimate parent of the Group.

Balances and transactions between the Company and its subsidiaries, which are related parties of the Company, have been eliminated on consolidation. Details of transactions between the Group and other related entities are disclosed below.

TRIPLE ENERGY LIMITED

TRIPLE ENERGY LIMITED

38

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2017

NOTE 14: SUBSIDIARIES (continued)

Subsidiaries with material non�controlling interests

The Group has the following subsidiary with a material non-controlling interests:

Proportion of ownership
interest and voting rights held Total comprehensive loss
by the non�controlling allocated to non�controlling Accumulated non�controlling
interests interests interests
2017
201�
2017 201� 2017 201�
Heilongjiang
Aolong Energy
Co Ltd 20%
20%
$(29,0�8) $(7,002) $799,399 $828,��7

�o dividends were paid to the non-controlling interests during the year (2016: $nil).

Summarised financial information for Heilongjiang Aolong Energy Co Ltd, before intragroup eliminations, is set out below:

Statement of financial position

Statement of financial position
Assets
Current assets
�on-current assets
Total assets
Liabilities
Current liabilities
�on-current liabilities
Total liabilities
Equity attributable to owners of the parent
�on-controlling interests
2017
201�


119,776
138,957
6,3�2,621
�,59�,655
6,�62,397
�,733,612
55�,773
591,378
1,910,629
-
2,�65,�02
591,378
3,197,596
3,313,787
799,399
828,��7

Statement of cash flows

�et cash from operating activities
�et cash from investing activities
�et cash from financing activities
2017
201�


-
-
(1,7�7,966)
(627,978)
1,87�,02�
313,003
(126,058)
(31�,975)

Interests in unconsolidated structured entities

The Group has no interests in unconsolidated structured entities at balance date.

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2017 ANNUAL REPORT

39

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2017

NOTE 1�: FINANCIAL INSTRUMENTS

Financial assets
Cash and cash equivalents
Financial liabilities
Trade and other payables
Borrowings
CONSOLIDATED
2017

201�
857,360
�03,120
1,00�,�26
853,596
-
-
1,00�,�26
853,596

The fair value of financial assets and liabilities approximates their carrying value at balance date.

The following table details the expected maturity�s for the Group’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 Group anticipates that the cash flow will occur in a different period.

�eighted
average
CONSOLIDATED effective
interest rate
Less than 1
month
1 � 3 Months
3 months
1 year

1 � � years

�� years
2017
�on-interest bearing - -
-
- - -
�ariable interest rate instruments 1.5% 857,360
-
- - -
Fixed interest rate instruments - -
-
- - -
857,360
-
- - -
201�
�on-interest bearing - -
-
- - -
�ariable interest rate instruments 2.0% �03,120
-
- - -
Fixed interest rate instruments - -
-
- - -
�03,120
-
- - -

TRIPLE ENERGY LIMITED

TRIPLE ENERGY LIMITED

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2017

NOTE 1�: FINANCIAL INSTRUMENTS (continued)

The following tables detail the Group’s remaining contractual maturity 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 Group can be required to pay. The table includes both interest and principal cash flows.

CONSOLIDATED
�eighted
average
effective
interest
rate
Less than
1 month
1 � 3 Months
3 months
� 1 year
1 � �
years
�� years




2017
�on-interest bearing
-
�ariable interest rate instruments
-
Fixed interest rate instruments
-
201�
�on-interest bearing
-
�ariable interest rate instruments
-
Fixed interest rate instruments
-
-
1,00�,�26
-
-
-
-
-
-
-
-
-
-
-
-
-
-
1,00�,�26
-
-
-
-
853,596
-
-
-
-
-
-
-
-
-
-
-
-
-
-
853,596
-
-
-

40

NOTE 1�: SHARE BASED PAYMENTS

At 31 March 2017, the Group has the following share-based payment arrangements affecting remuneration in the current or prior year.

Share Options granted to Directors and Consultants

During the year ended 31 March 2017, 90,000,000 options exercisable at 1.5 cent per share on or before 31 August 2019 were grantor to Directors and Executives pursuant to Shareholder approval granted at the Company’s AGM on 30 August 2016. 70,000,000 of which were issued to key management personnel. The fair value of options granted was $0.005 per option.

Option will vest upon satisfaction of both of the following conditions ( Vesting Conditions ):

(i) The Company, with the assistance of the holder, having executed binding documentation for the acquisition of a material new energy project consistent with the Company’s strategy and on terms acceptable to the Board on or before 31 August 2017� and

(ii) The Company, with the assistance of the holder, having raised not less than A$3,000,000 in new equity at a share price of not less than 1.5 cents per share, on or before 31 August 2017.

As of the date of this report it was considered unlikely that the vesting criteria would be met, and, as such, no value has been attributed to these options.

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2017 ANNUAL REPORT

41

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2017

NOTE 1�: SHARE BASED PAYMENTS (continued)

The fair value of the equity-settled share options granted under both the option and the loan plans is estimated as at the date of grant using the Black-Scholes model taking into account the terms and conditions upon which the options were granted.

granted.
90,000,000 options
Dividend yield (%) 0.00%
Expected volatility (%) 75%
�isk-free interest rate (%) 1.�16%
Expected life of option (years) 3 years
Exercise price (cents) $0.015
Grant date share price $0.012

The expected life of the options is based on historical data and is not necessarily indicative of exercise patterns that may occur. The expected volatility reflects the assumption that the historical volatility is indicative of future trends, which may also not necessarily be the actual outcome. �o other features of options granted were incorporated into the measurement of fair value.

Triple Energy Ltd Employee Share Plan

The Triple Energy Ltd Employee Share �lan was approved by shareholders at the General Meeting of 19 December 2012. �articipation of the plan is at the Board’s discretion and no individual has a contractual right to participate in the plan or to receive any guaranteed benefits.

There was nothing granted under the Employee Share �lan in either the current or prior year.

NOTE 17: FINANCIAL RIS� MANAGEMENT OB�ECTIVES AND POLICIES

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

  • Credit risk

  • Interest rate risk

  • • Liquidity risk • Market risk

This note presents the information about the Group’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 Group’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 Group. The Group also has other financial instruments such as trade debtors and creditors which arise directly from its operations. For the year ended 31 March 2017, it has been the Group’s policy not to trade in financial instruments.

(a) Credit ris� management

Credit risk refers to the risk that a counter-party will default on its contractual obligations resulting in financial loss to the Group. The Group 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 Group 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 Group uses publicly available financial information and its own trading record to rate its major customers. The Group’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.

TRIPLE ENERGY LIMITED

TRIPLE ENERGY LIMITED

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2017

NOTE 17: FINANCIAL RIS� MANAGEMENT OB�ECTIVES AND POLICIES (continued)

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 Group’s maximum exposure to credit risk without taking account of the value of any collateral obtained.

(b) Li�uidity ris� 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 Group’s short, medium and long-term funding and liquidity management requirements. The Group 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 Group did not have any undrawn facilities at its disposal as at balance date.

(c) Interest rate ris� management

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

(d) Mar�et ris�

Market risk is the risk that changes in market prices such as foreign exchange rates, interest rates and equity prices will affect the Group’s income or value of the holdings of financial instruments. The Group is exposed to movements in 42market 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 Group does not have short or long term debt, and therefore this risk is minimal. The Group limits its exposure to credit risk by only investing in liquid securities and only with counterparties that have acceptable credit ratings.

NOTE 1�: COMMITMENTS AND CONTINGENCIES

Guarantees

Triple Energy Limited had in place a deposit-banked bank guarantee for an amount of $15,308 (2016: $15,308).

Operating lease commitments � Group as lessee

The Group has entered into a commercial lease in respect of its office premises. The lease has a minimum duration of less than one year from year-end.

Future minimum rentals payable under non-cancellable operating leases as at 31 March are as follows:

�ithin one year
After one year but not more than five years
More than five years
CONSOLIDATED
2017
$ 2016
$
-
20,000
-
-
-
-
-
20,000

Capital e�penditure commitments

As at balance date, the Group had no outstanding future commitments under equipment purchase contacts not otherwise accounted for as liabilities (2016: �il).

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2017 ANNUAL REPORT

43

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2017

NOTE 1�: DIVIDENDS

The directors of the Company have not declared any dividend for the year ended 31 March 2017 (2016: nil).

NOTE 20: EVENTS SUBSE�UENT TO BALANCE DATE

On � April 2017, the Company announced the appointment of Mr Man Kin (�aymond) Tam to the Board (as an Alternate Director for Mr Tommy Cheng). Mr Tam is an Executive Director, Chief Financial Officer and authori�ed representative of Beijing Gas Blue Sky �ower Holdings Ltd, the Hong Kong listed parent company of the Beijing Gas Blue Sky �ower group of companies.

On 5 April 2017 Triple placed 80 million new fully paid ordinary shares to a high net worth sophisticated investor in the �eoples �epublic of China at an issue price of 0.6 cents per share to raise approximately A$�80,000 before associated costs.

Except as disclosed, no matter or circumstance has arisen since 31 March 2017 that in the opinion of the Directors has significantly affect, or may significantly affect in future financial years:

  • the Group’s operations�

  • the results of those operations� or

  • the Group’s state of affairs.

NOTE 21: AUDITOR�S REMUNERATION

The auditor of Triple Energy Limited is HLB Mann �udd.


A����ts�e�ei�e�����ea���e�ei�ableb��L��a����������
Audit and review of financial reports
2017

201�
35,500
35,500
35,500
35,500

NOTE 22: DIRECTORS AND E�ECUTIVES DISCLOSURES

�ey Management Personnel Compensation

Short-term benefits
�ost-employment benefits
Share based payments
2017

201�
266,513
272,167
12,587
1�,883
-
15�,58�
279,100
��1,63�

Further details on Key management personnel remuneration has been included in the �emuneration �eport section of the Directors’ �eport.

NOTE 23: OTHER RELATED PARTY DISCLOSURES

Erasmus Consulting �ty Ltd, an entity controlled by the Company Secretary received fees of $61,952 during the year from the Company (2016: $70,329).

TRIPLE ENERGY LIMITED

TRIPLE ENERGY LIMITED

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2017

NOTE 24: PARENT ENTITY DISCLOSURES

Financial position

44
Assets
Current assets
�on-current assets
Total assets
Liabilities
Current liabilities
�on-current liabilities
Total liabilities
E�uity
Issued capital
Share based payment reserve
Accumulated losses
Financial performance
Loss for the year
Other comprehensive income
Total comprehensive loss
31 March 2017
31 March 2016
760,12�
127,326
7,5�5,636
8,265,357
8,305,760
8,392,683
598,985
262,218
-
-
598,985
262,218
35,852,152
3�,295,921
859,970
859,970
(29,005,3�7)
(27,025,�26)
7,706,775
8,130,�65
31 March 2017
31 March 2016
(1,6�9,252)
(712,�23)
-
-
(1,6�9,252)
(712,�23)

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2017 ANNUAL REPORT

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----- Start of picture text -----

Raymond Tam
----- End of picture text -----

43

TRIPLE ENERGY LIMITED

TRIPLE ENERGY LIMITED

==> picture [201 x 87] intentionally omitted <==

INDEPENDENT AUDITOR’S REPORT

To the members of Triple Energy Limited

Report on the Audit of the Financial Report

Opinion

We have audited the financial report of Triple Energy Limited (“the Company”) and its controlled entities (“the Group”), which comprises the consolidated statement of financial position as at 31 March 2017, the consolidated statement of comprehensive income, the consolidated statement of changes in equity and the consolidated statement of cash flows for the year then ended, and notes to the financial statements, including a summary of significant accounting policies, and the directors’ declaration.

In our opinion, the accompanying financial report of the Group is in accordance with the Corporations Act 2001 , including:

  • a) giving a true and fair view of the Group’s financial position as at 31 March 2017 and of its financial performance for the year then ended; and

  • b) complying with Australian Accounting Standards and the Corporations Regulations 2001 .

46

Basis for opinion

We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Report section of our report. We are independent of the Group in accordance with the auditor independence requirements of the Corporations Act 2001 and the ethical requirements of the Accounting Professional and Ethical Standards Board’s APES 110 Code of Ethics for Professional Accountants (“the Code”) that are relevant to our audit of the financial report in Australia. We have also fulfilled our other ethical responsibilities in accordance with the Code.

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

Material uncertainty regarding going concern

We draw attention to Note 1(a) in the financial report, which indicates the existence of a material uncertainty that may cast significant doubt on the Group’s ability to continue as a going concern and therefore, the Group may be unable to realise its assets and discharge its liabilities in the normal course of business. Our opinion is not modified in respect of this matter.

Key audit matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial report of the current period. These matters were addressed in the context of our audit of the financial report as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. In addition to the matter described in the Material Uncertainty Related to Going Concern section, we have determined the matters described below to be the key audit matters to be communicated in our report .

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==> picture [173 x 54] intentionally omitted <==

Carrying amount of exploration and How our audit addressed the key audit matter evaluation asset

In accordance with AASB � E�ploration for and E�aluation of Mineral Resources , the Group fully capitalises expenditure incurred as an exploration and evaluation asset. The cost model is applied after recognition.

Our audit focussed on the Group’s assessment of the carrying amount of the capitalised exploration and evaluation asset, because this is one of the significant assets of the Group. There is a risk that the capitalised expenditure no longer meets the recognition criteria of the standard. In addition, we considered it necessary to assess whether facts and circumstances existed to suggest that the carrying amount of an exploration and evaluation asset may exceed its recoverable amount.

The group has one area of interest at balance date, the Aolong �� Project, located in the People’s �epublic of China.

  • Our procedures included but were not limited to:

  • We obtained an understanding of the key processes associated with management’s review of the exploration and evaluation asset carrying values;

  • We considered the �irector’s assessment of potential indicators of impairment;

  • We obtained evidence that the Group has current rights to tenure of its area of interest;

  • We examined the exploration budget for 2017 and discussed with management the nature of planned ongoing activities;

  • We enquired with management, reviewed AS� announcements and minutes of �irectors’ meetings to ensure that the Group had not decided to discontinue exploration and evaluation at its area of interest: and

  • We examined the disclosures made in the financial report.

�nformation other than the financial report and auditor’s report thereon

The directors are responsible for the other information. The other information comprises the information included in the Group’s annual report for the year ended 31 March 2017, but does not include the financial report and our auditor’s report thereon.

Our opinion on the financial report does not cover the other information and accordingly we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial report, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial report or our knowledge obtained in the audit or otherwise appears to be materially misstated.

If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Responsibilities of the directors 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 gives a true and fair view and is free from material misstatement, whether due to fraud or error.

In preparing the financial report, the directors are responsible for assessing the ability of the Group to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or to cease operations, or have no realistic alternative but to do so.

TRIPLE ENERGY LIMITED

TRIPLE ENERGY LIMITED

==> picture [182 x 57] intentionally omitted <==

Auditor’s responsibilities for the audit of the financial report

Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. �easonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Australian Auditing Standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of this financial report.

As part of an audit in accordance with the Australian Auditing Standards, we exercise professional judgement and maintain professional scepticism throughout the audit. We also:

  • Identify and assess the risks of material misstatement of the financial report, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

  • Obtain an understanding of internal control relevant to the audit 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 Group’s internal control.

  • Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors.

  • Conclude on the appropriateness of the directors’ use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial report or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. �owever, future events or conditions may cause the Group to cease to continue as a going concern.

  • Evaluate the overall presentation, structure and content of the financial report, including the disclosures, and whether the financial report represents the underlying transactions and events in a manner that achieves fair presentation.

We communicate with the directors regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide the directors with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

�rom the matters communicated with the directors, we determine those matters that were of most significance in the audit of the financial report of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

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48

2017 ANNUAL REPORT

49

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Report on the Remuneration Report

Opinion on the remuneration report

We have audited the remuneration report included in the directors’ report for the year ended 31 March 2017.

In our opinion, the remuneration report of Triple Energy Limited for the year ended 31 March 2017 complies with section 300A of the Corporations Act 2001 .

Responsibilities

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.

HLB Mann Judd Chartered Accountants

D I Buckley Partner

Perth, Western Australia 30 June 2017

TRIPLE ENERGY LIMITED

TRIPLE ENERGY LIMITED

50

Recommendations.
Further information about the Company’s corporate governance practices is available on the Company’s website atwww.tripleenergy.net.
E
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D
O
V
E
R
S
I
G
H
T
Yes
The Company has adopted a formal charter that details the respective board and management functions and responsibilities. A copy of
this board charter is available in the governance section of the Company's website atwww.tripleenergy.net
The Company has established a Remuneration and Nomination Committee (“RNC”) which operates under the Remuneration
Committee Charter and Nomination Committee Charter. Copies of both charters are available within the Corporate Governance Plan in
the governance section of the Company’s website atwww.tripleenergy.net
The Nomination Committee Charter requires the RNC to undertake appropriate checks before appointing a candidate, or putting
forward to security holders a candidate for election as a Director.
All material information relevant to whether or not to elect or re-elect a director is provided to the Company’s shareholders as part of the
Notice of Meeting and explanatory statement for a shareholder meeting including resolutions related to the election or re-election of
directors.
The Company’s Nomination Committee Charter requires that each director and senior executive is a party to a written agreement with
the Company which sets out the terms of that director/senior executive’s appointment.
The Company has written agreements in place with all members of the Board of Directors.
As detailed in the Board Charter, the Company Secretary is accountable directly to the Board, through the Chair, on all matters related
to the functioning of the Board.
C
o
m
p
l
y
(
Y
e
s
/
N
o
)
Yes Yes Yes
A
S
X
R
e
c
o
m
m
e
n
d
a
t
i
o
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P
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I
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1
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F
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d
a
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i
o
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1
.
1
:
A listed entity should disclose:
(a)
The respective roles and responsibilities of its board and
management; and
(b)
Those matters expressly reserved to the board and those delegated to
management.
A
S
X
R
e
c
o
m
m
e
n
d
a
t
i
o
n
1
.
2
:
A listed entity should:
(a)
undertake appropriate checks before appointing a person, or putting
forward to security holders a candidate for election, as a director; and
(b)
provide security holders with all material information in its possession
relevant to a decision on whether or not to elect or re-elect a director.
A
S
X
R
e
c
o
m
m
e
n
d
a
t
i
o
n
1
.
3
:
A listed entity should have a written agreement
with each director and senior executive setting out the terms of their appointment.
A
S
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c
o
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m
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n
d
a
t
i
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1
.
4
:
The company secretary of a listed entity should
be accountable directly to the board, through the chair, on all matters to do with the
functioning of the board.

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2017 ANNUAL REPORT

51

ADDITIONAL ASX INFORMATION
ii
E
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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. Terms of
the policy are available on the Company’s website www.tripleenergy.net.
The Board has not yet established and reported against measurable objectives for achieving gender diversity as per ASX Best Practice
Recommendation 1.5. Rather than establishing measurable objectives with regard to diversity, the Company is committed to
employment of the highest quality of staff regardless of gender, age, ethnicity or cultural background.
The Group currently employs 1.5 full time equivalent women, approximately 15% of total staff levels. There are currently no women
occupying key management personnel or Board positions.
The Board Charter and Performance Evaluation policy details the process of evaluating the Board, its Committee and individual
directors on an annual basis as appropriate. The Performance Evaluation policy is available within the Corporate Governance Plan on
the Company’s website.
Due to the timing of changes to the Board and the Company’s operations, it was not deemed necessary to undertake a performance
evaluation in the reporting period.
The Board has a policy of evaluating the performance of its senior executives on an annual basis or as appropriate at the discretion of
the Board. Arrangements for monitoring the performance of executives include a review of the Company’s financial performance and
achievement against non-financial milestones; and appraisal meetings or discussions incorporating analysis of performance with each
individual.
A formal performance review was conducted for some, but not all executives during the reporting period, having regard to
organisational changes. It is expected that further reviews will take place in 2017/2018 reporting period.
C
o
m
p
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(
Y
e
s
/
N
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)
No Yes Yes
A
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A
S
X
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m
m
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n
d
a
t
i
o
n
1
.
5
:
A listed entity should:
(a)
have a diversity policy which includes requirements for the board or a
relevant committee of the board to set measurable objectives for
achieving gender diversity and to assess annually both the objectives
and the entity’s progress in achieving them;
(b)
disclose that policy or a summary of it; and
(c)
disclose as at the end of each reporting period the measurable
objectives for achieving gender diversity set by the board or a relevant
committee of the board in accordance with the entity’s diversity policy
and its progress towards achieving them and either:
1)
the respective proportions of men and women on the
board, in senior executive positions and across the whole
organisation (including how the entity has defined “senior
executive” for these purposes) or
2)
if the entity is a “relevant employer” under the Workplace
Gender Equality Act, the entity’s most recent “Gender
Equality Indicators”, as defined in, and published under,
that Act.
A
S
X
R
e
c
o
m
m
e
n
d
a
t
i
o
n
1
.
6
:
A listed entity should:
(a)
have and disclose a process for periodically evaluating the
performance of the board, its committees and individual directors; and
(b)
disclose in relation to each reporting period, whether a performance
evaluation was undertaken in the reporting period in accordance with
that process.
A
S
X
R
e
c
o
m
m
e
n
d
a
t
i
o
n
1
.
7
:
A listed entity should:
(a)
have and disclose a process for periodically evaluating the
performance of its senior executives; and
(b)
disclose, in relation to each reporting period, whether a performance
evaluation was undertaken in the reporting period in accordance with
that process.

TRIPLE ENERGY LIMITED

TRIPLE ENERGY LIMITED

52

ADDITIONAL ASX INFORMATION
iii
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a
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2
.
1
:
The board of a listed entity should:
(a)
have a nomination committee which:
1)
has at least three members, a majority of whom are
independent directors, and
2)
is chaired by an independent director,
and disclose:
3)
the charter of the committee;
4)
the members of the committee; and
5)
as at the end of the reporting period, the number of times
the committee met throughout the period and the
individual attendances of the members at those meetings;
or
(b)
if it does not have a nomination committee, disclose that fact and the
processes it employs to address board succession issues and to
ensure that the board has the appropriate balance of skills knowledge,
experience, independence and diversity to enable it to discharge its
duties and responsibilities effectively.
No
The Company’s Nomination & Remuneration Committee is currently comprised of the full Board and chaired by Mr Murray d’Almeida, an
independent director.
The size and composition of the Board meant it was not possible for the Company to comply fully with recommendation 2.1(a) for the
2017 reporting period. The Board will continue to review its composition to ensure it remains appropriate to the Company’s
circumstances, size and stage of development.
The charter of the Nomination and Remuneration Committee is included in the Corporate Governance Plan available on the Company’s
website and details of meetings of all Committees are set out in the Directors Report.
The Group’s activities are currently evolving and development of a formal skills matrix remains ongoing. The current Board has
significant expertise and experience in Energy operations, Strategy, Accounting and Finance, International Business, Mergers and
Acquisitions, Risk Management, Financial Markets and Investor Relations and the Board is comfortable with the skills represented by
the current Board.
At the date of this report the Board has two directors considered by the Board to be independent directors, being Mr Chris Berkefeld and
Mr Murray d’Almeida, who have interests, positions or relationships of the type described in Box 2.3.
The appointment dates of directors are set out below:
Mr Ming Kit (Tommy) Cheng – 9 December 2014
Mr Man Kin (Raymond) Tam (Alternate Director for Mr Tommy Cheng) – 4 April 2017
Mr Murray d’Almeida – 18 July 2017
Mr Chris Berkefeld – 18 July 2017
As shown in the table above, during the reporting period, the Board has not had a majority of independent directors based on the
Company’s definition of independence which is published in the Corporate Governance Plan on the Company’s website.
The Board will continue to review its composition to ensure it remains appropriate to the Company’s circumstances, size and stage of
C
o
m
p
l
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(
Y
e
s
/
N
o
)
No Yes No
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d
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o
n
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d
a
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i
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n
2
.
2
:
A listed entity should have and disclose a board
skills matrix setting out the mix of skills and diversity that the board currently has or
is looking to achieve in its membership.
A
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m
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d
a
t
i
o
n
2
.
3
:
A listed entity should disclose:
(a)
the names of the directors considered by the board to be independent
directors;
(b)
if a director has an interest, position, association or relationship of the
type described in Box 2.3 but the board is of the opinion that it does
not compromise the independence of the director, the nature of the
interest, position, association or relationship in question and an
explanation of why the board is of that opinion; and
(c)
the length of service of each director
A
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a
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2
.
4
:
A majority of the board of a listed entity should
be independent directors.

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ADDITIONAL ASX INFORMATION
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development. The Board’s chair, Mr Tommy Cheng, is not considered to be independent by reason of being a nominee of a substantial shareholder in
the Company.
The position of CEO and Managing Director was Mr Paul Underwood up until 14 December 2016. The position is currently unfilled at
the date of this report.
As set out in the Board Charter, the Company Secretary is responsible for facilitation of the induction of new directors. The Board is
supportive of professional development opportunities for directors to develop and maintain the skills and knowledge needed to perform
their role as directors effectively.



























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P
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N
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Y
A
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n
3
.
1
:
A listed entity should:
(a)
have a code of conduct for its directors, senior executives and
employees; and
(b)
disclose that code or a summary of it
Yes
The Company has established a code of conduct that sets out the principles covering appropriate conduct in a variety of contexts and
outlines the minimum standard of behaviour expected from Directors and employees.
A copy of the Company’s code of conduct is available in the corporate governance section of the Company's website.







































C
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No Yes
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2
.
5
:
The chair of the board of a listed entity should be
an independent director, and, in particular, should not be the same person as the
CEO of the entity.
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2
.
6
:
A listed entity should have a program for
inducting new directors and provide appropriate professional development
opportunities for directors to develop and maintain the skills and knowledge
needed to perform their role as directors effectively.

TRIPLE ENERGY LIMITED

TRIPLE ENERGY LIMITED

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ADDITIONAL ASX INFORMATION
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The Board has established an Audit Committee and adopted a charter that sets out the Audit Committee's purpose, composition, duties
and responsibilities. The role of the Audit Committee is to assist the Board in monitoring and reviewing any matters of significance
affecting financial reporting and compliance.
A copy of the charter of the Audit Committee is available in the governance section of the Company's website.
The Company's Audit Committee for the period ended 31 March 2017 comprised the full board with Mr Garry Ralston as chair.
Separate meetings of the Audit Committee did not take place during the year, with relevant business instead being considered by the
Board, having reference to the appropriate charter.
The composition of the Audit Committee during the reporting period did not meet the requirements of Recommendation 4.1, as the
composition of the Board did not allow for it.
The qualifications, experience and attendance of the members of the Audit Committee are detailed in the Directors’ Report of the 2017
Annual Report.
The Company has complied in part with the recommendation. The appropriate declarations are made prior to approval of full and half-
year accounts, however the Company had not yet implemented the process for all quarterly cash flow statements within the reporting
period, with the Board considering that provision of the assurance for the half-yearly and annual financial statements is sufficient given
the size and nature of the Company’s operations.
The Audit and Risk Committee Charter deals with the requirement to ensure that the external auditor attends the Company’s AGM and
is available to answer questions from the security holders.
A representative of the Company’s auditor was present at its 2016 AGM and was available to answer questions from shareholders
relevant to the audit and financial statements.
































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5
.
1
:
A listed entity should:
(a)
have a written policy for complying with its continuous disclosure
obligations under the Listing Rules; and
(b)
disclose that policy or a summary of it.
Yes
The Company has established a continuous disclosure policy which is designed to guide compliance with ASX Listing Rule disclosure
requirements and to ensure that all directors, senior executives and employees of the Company understand their responsibilities under
the policy. The Board has designated the Company Secretary as the person responsible for ensuring that this policy is implemented
and enforced and that all required price sensitive information is disclosed to the ASX as required.
In accordance with the Company's continuous disclosure policy, all information provided to ASX for release to the market will be posted
C
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p
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Y
e
s
/
N
o
)
No No Yes
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o
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d
a
t
i
o
n
4
.
1
:
The board of a listed entity should:
(a)
have an audit committee which:
1)
has at least three members, all of whom are non-
executive directors and a majority of whom are
independent directors; and
2)
is chaired by an independent director, who is not the chair
of the board,
and disclose:
3)
the charter of the committee;
4)
the relevant qualifications and experience of the members
of the committee; and
5)
in relation to each reporting period, the number of times
the committee met throughout the period and the
individual attendances of the members at those meetings;
or
(b)
if it does not have an audit committee, disclose that fact and the
processes it employs that independently verify and safeguard the
integrity of its corporate reporting, including the processes for the
appointment and removal of the external auditor and the rotation of the
audit partner.
A
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d
a
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i
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4
.
2
:
The board of a listed entity should, before it
approves the entity’s financial statements for a financial period, receive from its
CEO and CFO a declaration that, in their opinion, the financial records of the entity
have been properly maintained and that the financial statements comply with the
appropriate accounting standards and give a true and fair view of the financial
position and performance of the entity and that the opinion has been formed on the
basis of a sound system of risk management and internal control which is
operating effectively.
A
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c
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m
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d
a
t
i
o
n
4
.
3
:
A listed entity that has an AGM should ensure
that its external auditor attends its AGM and is available to answers questions from
security holders relevant to the audit.

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to its website after ASX confirms an announcement has been made.
A copy of the continuous disclosure policy is available in the governance section of the Company's website.































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6
.
1
:
A listed entity should provide information about
itself and its governance to investors via its website.
Yes
The Company’s website contains information about the Company’s projects, Directors and management and governance practices.
The Company has adopted a Shareholder Communication Strategy, details of which are included in its Corporate Governance Plan on
the Company’s website.
The Company has provided information about the Company generally for the benefit of its shareholders and market participants (among
others) on the Company's website and all information provided to ASX for release to the market will be posted to its website after ASX
confirms an announcement has been made. Contact with the Company can be made via an email address and phone number provided
on the Company’s website.
The Company has adopted a Shareholder Communication Strategy, details of which are included in its Corporate Governance Plan on
the Company’s website.
Notices of meetings are mailed to all shareholders, unless they have elected not to receive a copy, and are also available via the
Company’s website. Shareholders are encourage to lodge proxy forms, subject to satisfactory authentication procedures if they are
unable to attend shareholder meetings.
Security holders can sign up to receive email communications through the Company website.
Security holders can nominate their communication preferences with the Company’s security registry, which includes the option for
electronic communications.























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7
.
1
:
The board of a listed entity should:
(a)
have a committee or committees to oversee risk, each of which:
1) has at least three members, a majority of whom are
independent directors; and
2) is chaired by an independent director
and disclose:
3) the charter of the committee;
4) the members of the committee; and
5) as at the end of each reporting period, the number of times the
committee met throughout the period and the individual
attendances of the members at those meetings; or
(b)
if it does not have a risk committee or committees that satisfy (a)
above, disclose that fact and the processes it employs for overseeing
the entity’s risk management framework.
No
As discussed above at ASX Recommendation 4.1, the Audit Committee operates under the Audit and Risk Committee Charter, which is
available within the Corporate Governance Plan on the Company’s website.
Details concerning the composition of the Committee and qualifications, experience and attendance of its members have been
addressed above in the response to Recommendation 4.1. Given the composition of the Board, it was not possible for the Committee to
be composed in accordance with Recommendation 7.1(a) 1) and 2) during the reporting period.
C
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m
p
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Y
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/
N
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)
Yes Yes Yes
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A
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n
6
.
2
:
A listed entity should design and implement an
investor relations program to facilitate effective two-way communication with
investors.
A
S
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m
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n
d
a
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i
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n
6
.
3
: A listed entity should disclose the policies and
processes it has in place to facilitate and encourage participation at meetings of
security holders.
A
S
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c
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m
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n
d
a
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i
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n
6
.
4
: A listed entity should give security holders the
option to receive communications from, and send communications to, the entity
and its security registry electronically

TRIPLE ENERGY LIMITED

TRIPLE ENERGY LIMITED

56

ADDITIONAL ASX INFORMATION
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The Company is committed to the identification, monitoring and management of risks associated with its business activities and has
established policies, in relation to the implementation of practical and effective control systems. The Company has established a Risk
Management Policy, which is available within the Corporate Governance Plan on the Company’s website.
The Board (via the Audit and Risk Committee) has delegated the responsibility for undertaking and assessing risk management and
internal control effectiveness to management.
The Audit and Risk Committee has received declarations from the CEO and CFO for the financial year ended 31 March 2017 that their
view provided on the Company’s financial report is founded on a sound system of risk management and internal compliance and control
which implements the financial policies adopted by the Board and that the Company’s risk management and internal compliance and
control system is operating effectively in all material respects.
The Company does not currently have an internal audit function.
The Audit and Risk Committee (or, as applicable the Board with reference to the relevant Charter materials) is responsible for ensuring
that sound risk management strategies and policies are in place for the Company. The Committee has responsibility for identifying and
overseeing major risk areas and that systems are in place to manage them, and report to the Board as and when appropriate. The
Committee is required to develop and maintain a risk register that identifies the risks to the Company and its operation and assesses the
likelihood of their occurrence. As discussed above, the Committee also monitors and reviews matters of significance affecting financial
reporting and compliance.
Under the Company’s Risk Management Policy, the responsibility for undertaking and assessing risk management and internal control
effectiveness is delegated to management. Management are requires to assess risk management and associated internal compliance
and control procedures and report back to the Audit Committee on whether risks are being managed effectively.
The Company has exposure to economic risks, including commodity price and general macro-economic risks and risks associated with
economic cycles. Requirements for the Company to raise additional funding in the future to pursue its business objectives may be
affected by these economic risks.
The Group’s operations are subject to applicable laws concerning the environment and as an extractive industries entity it is expected
that these operations will have an impact on the environment, in particular if larger scale field development operations proceed. It is the
Company’s intention to conduct its activities to the highest standard of environmental obligation, including compliance with all relevant
laws.
The Company has in place risk management procedures and processes to identify, manage and minimise its exposure to these risks
where it is considered possible, practicable and beneficial to do so.
C
o
m
p
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y
(
Y
e
s
/
N
o
)
Yes Yes Yes
A
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c
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m
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d
a
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o
n
A
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n
7
.
2
:
The board or a committee of the board should:
(a)
review the entity’s risk management framework at least annually to
satisfy itself that it continues to be sound; and
(b)
disclose, in relation to each reporting period, whether such a review
has taken place.
A
S
X
R
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c
o
m
m
e
n
d
a
t
i
o
n
7
.
3
:
A listed entity should disclose:
(a)
if it has an internal audit function, how the function is structured and
what role it performs; or
(b)
if it does not have an internal audit function, that fact and the
processes it employs for evaluating and continually improving the
effectiveness of its risk management and internal control processes.
A
S
X
R
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c
o
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m
e
n
d
a
t
i
o
n
7
.
4
:
A listed entity should disclose whether it has any
material exposure to economic, environmental and social sustainability risks and, if
it does, how it manages or intends to manage those risks.

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R
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F
A
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S
P
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S
I
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A
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i
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8
.
1
:
The board of a listed entity should:
(a)
have a remuneration committee which:
1.
has at least three members, a majority of whom are
independent directors; and
2.
is chaired by an independent director,
and disclose:
3.
the charter of the committee;
4.
the members of the committee; and
5.
as at the end of each reporting period, the number of
times the committee met throughout the period and the
individual attendances of the members at those meetings;
or
(b)
if it does not have a remuneration committee, disclose that fact and
the processes it employs for setting the level and composition of
remuneration for directors and senior executives and ensuring that
such remuneration is appropriate and not excessive.
No
The Board has established a Remuneration and Nomination Committee. The Remuneration Committee Charter is available within the
Corporate Governance Plan in the governance section of the Company's website. The Committee is currently comprised of the full
Board with Mr Murray d’Almeida as chair. Separate meetings of the Committee did not take place during the year, with relevant
business instead being considered by the Board, having reference to the appropriate charter.
The composition of the Committee did not meet the requirements of Recommendation 8.1 for the reporting period, as the current
composition of the Board does not allow for it.
The qualifications, experience and attendance of members of the Committee during the reporting period are detailed in the Directors’
Report of the 2017 Annual Report.
Non-Executive Directors are paid a fixed annual fee for their services to Company.
Executives of the Company typically receive remuneration comprising a base salary component and other fixed benefits based on the
terms of their employment agreements with the Company, or its Executive & Non-Executive directors may receive share options under
the Employee Share Plan’s extant from time to time or by shareholder resolution
The Board does not currently permit participants in its equity-based remuneration to enter into such transactions.
C
o
m
p
l
y
(
Y
e
s
/
N
o
)
Yes Yes
A
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c
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m
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n
d
a
t
i
o
n
A
S
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c
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d
a
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i
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n
8
.
2
:
A listed entity should separately disclose its
policies and practices regarding the remuneration of non-executive directors and
other senior executives.
A
S
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i
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8
.
3
:
A listed entity which has an equity-based
remuneration scheme should:
(a)
have a policy on whether participants are permitted to enter into
transactions (whether through the use of derivatives or otherwise)
which limit the economic risk of participating in the scheme; and
(b)
disclose that policy or a summary of it.

TRIPLE ENERGY LIMITED

TRIPLE ENERGY LIMITED

58

B: SHAREHOLDING INFORMATION (as at 6 July 2017)

1. Substantial Shareholders

As at report date the following shareholders hold a relevant interest in excess of 5% of the voting rights in the Company:

er Group
2
a
t
e
o
f
N
o
t
i
c
e
9/6/16
S
h
a
r
e
s
768,104,905
%
46.61

2. Number of holders in each class of equity securities and the voting rights attached

Ordinary Shares

There are 768 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 authorised 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 6 holders of options. There are no voting rights attached to options.

  1. Distribution schedule of the number of holders in each class of equity security

a) Fully Paid Ordinary Shares

Spread of holdings Holders Securities % of Issued Capital
1 - 1,000 41 12,645 0.00%
1,001 - 5,000 64 234,581 0.01%
5,001 - 10,000 106 963,787 0.06%
10,001 - 100,000 227 10,960,713 0.67%
100,001 - 330 1,635,729,187 99.26%
Total on register 768 1,647,900,913

b) Options

Spread of holdings Holders Securities % of Issued Securities % of Issued
Class G options
100,001 - 6 77,000,000 100%
Class H options
100,001- 4 90,000,000 100%
Total on register 6 167,000,000 100.0%

Details of holdings of unquoted options in excess of 20% are as follows:

Class G options

==> picture [139 x 13] intentionally omitted <==

----- Start of picture text -----

Holder Options
----- End of picture text -----

Class G options
H
o
l
d
e
r
O
p
t
i
o
n
s
MingKit Cheng 30,000,000
Paul Underwood 20,000,000
Po Chan 20,000,000

Class H options

==> picture [139 x 14] intentionally omitted <==

----- Start of picture text -----

Holder Options
----- End of picture text -----

C
l
a
s
s
H
o
p
t
i
o
n
s
H
o
l
d
e
r
O
p
t
i
o
n
s
MingKit Cheng 30,000,000
Paul Underwood 20,000,000
Kei Tim Ki 20,000,000
Po Chan 20,000,000

4. Marketable Parcel

WWW.TRIPLEENERGY.NET

2017 ANNUAL REPORT

ADDITIONAL ASX INFORMATION

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There are 450 shareholders with less than a marketable parcel of $500 based on a share price of $0.004.

59

TRIPLE ENERGY LIMITED

TRIPLE ENERGY LIMITED

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ADDITIONAL ASX INFORMATION

xi

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 6 July 2017) is as follows:

Pos
Holder name
Designation
Securities
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1,344,731,056
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303,169,857
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1647900913
100%

WWW.TRIPLEENERGY.NET

2017 ANNUAL REPORT

61

ADDITIONAL ASX INFORMATION

xii

A. OTHER INFORMATION

1. Company Secretary

The Company Secretary is Mr Alex Neuling.

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

Unit 24, 589 Stirling Highway COTTESLOE WA 6011 Ph:+61 8 6153 1861 Fax: +61 8 6314 1557 [email protected]

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 Ph:+61 8 9315 2333

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. Review of Operations

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

TRIPLE ENERGY LIMITED

TRIPLE ENERGY LIMITED

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62

WWW.TRIPLEENERGY.NET

TRIPLE ENERGY LIMITED

Triple Energy Limited

Address

24/589 Stirling Highway COTTESLOE WA 6011

Phone

(08) 6153 1861

Fax

(08) 6314 1557

Web

www.tripleenergy.net