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HYTERRA LTD — Capital/Financing Update 2012
Dec 20, 2012
65084_rns_2012-12-20_0ddf339c-bdd8-4176-a7ae-95f1ac535f73.pdf
Capital/Financing Update
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ASX ANNOUNCEMENT
21 December 2012
By e-lodgement
ALLOTMENT OF PLACEMENT SHARES AND CLEANSING NOTICE
Triple Energy Limited (ASX: TNP, Triple or Company ) advises that following shareholder approval 151,350,000 new fully paid ordinary shares ( Placement Shares ) have now been allotted and issued to sophisticated investor clients of Forrest Capital and Baillieu Holst to raise $2,270,250 before costs.
A completed Appendix 3B in respect of the Placement Shares and other securities issued or to be issued in connection with the CFT acquisition has been lodged together with this announcement.
Secondary Trading Exemption Notice
The Corporations Act 2001 ( Act ) restricts the on-sale of securities without disclosure, unless the sale is exempt under Section 708 or 708A of the Act. By Triple giving this notice, on-sale of the Placement Shares will fall within the exemption offered by Section 708A (5) of the Act.
Triple hereby notifies the ASX (as the operator of the prescribed financial market on which the Placement Shares are to be quoted) under Section 708A(5)(e) of the Act that:
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(a) Triple issued the Placement Shares without disclosure to investors under Part 6D.2 of the Act; (b) As at the date of this notice Triple has complied with the provisions of Chapter 2M of the Act as they apply to the Company, and with Section 674 of the Act; and,
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(c) As at the date of this notice there is no “excluded information” as defined in Section 708A(7) and (8) of the Act in relation to the Company.
CONTACT DETAILS FOR FURTHER INFORMATION:
Paul Underwood T: + 61 (0) 408 557 821 E: [email protected]
Triple Energy Ltd ACN 116 829 675 8/88 Forrest Street, Cottesloe WA 6011 Mobile +61 408557821 Email [email protected] Web www.tripleenergy.net
Rule 2.7, 3.10.3, 3.10.4, 3.10.5
Appendix 3B
New issue announcement, application for quotation of additional securities and agreement
Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.
Introduced 1/7/96. Origin: Appendix 5. Amended 1/7/98, 1/9/99, 1/7/2000, 30/9/2001, 11/3/2002, 1/1/2003.
Name of entity
Triple Energy Limited
ABN
116 829 675
We (the entity) give ASX the following information.
Part 1 - All issues
You must complete the relevant sections (attach sheets if there is not enough space).
1 +Class of +securities issued or to be A: Shares issued B: Advisor Options C: Shares D: Performance Shares E: ESOP Options 2 Number of[+] securities issued or to A: 151,350,000 be issued (if known) or maximum B: 25,000,000 number which may be issued C: 30,000,000 D:350,000,000, of which: Tranche 1: 50,000,000 Tranche 2: 50,000,000 Tranche 3: 125,000,000 Tranche 4: 125,000,000 E: 15,000,000
+!See!chapter!19!for!defined!terms.!
Appendix!3B!Page!1!
1/1/2003!
| 3 Principal terms of the+securities (eg, if options, exercise price and expiry date; if partly paid +securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion) 4 Do the+securities rank equally in all respects from the date of allotment with an existing+class of quoted +securities? If the additional securities do not rank equally, please state: • the date from which they do • the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment • the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment 5 Issue price or consideration 6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets) 7 Dates of entering+securities into uncertificated holdings or despatch of certificates 8 Number and +class of all +securities quoted on ASX (_including_the securities in clause 2 if applicable) |
A: Fully Paid Ordinary Shares B: Unlisted Options exercisable at $0.04 per share on or before 30 June 2015 C: Fully Paid Ordinary Shares D: Performance Shares in 4 tranches, vesting in accordance with milestones as described in the Company’s notice of meeting dated 19 November 2012. C: Unlisted Options exercisable at $0.04 per share on or before 30 June 2015 |
A: Fully Paid Ordinary Shares B: Unlisted Options exercisable at $0.04 per share on or before 30 June 2015 C: Fully Paid Ordinary Shares D: Performance Shares in 4 tranches, vesting in accordance with milestones as described in the Company’s notice of meeting dated 19 November 2012. C: Unlisted Options exercisable at $0.04 per share on or before 30 June 2015 |
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| A: Yes B: Upon exercise C: Yes D: Upon vesting and conversion E: Upon exercise |
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| A: $0.015 per share B: Nil C: Extinguishment of CFT debt D: Acquisition Consideration E: Nil |
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| A: Ongoing exploration, appraisal, well testing and general working capital B: As consideration for services provided in relation to the share placement C: Extinguishment of debt D: Acquisition Consideration E: Director Incentive Options |
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| A: 21 December 2012 B: 21 December 2012 C: TBA D: TBA E: TBA |
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| Number | +Class | |
| 468,850,000 | Ordinary |
| 9 Number and +class of all +securities not quoted on ASX (_including_the securities in clause 2 if applicable) |
Number | +Class |
|---|---|---|
| 15,000,000 15,000,000 15,000,000 15,000,000 15,000,000 25,000,000 |
Options Class A Expiry: 14/02/2016 Exercise Price: $0.03 Vested and exercisable Class B Expiry: 14/02/2016 Exercise Price: $0.03 Vested and exercisable. Class C Expiry: 14/02/2016 Exercise Price: $0.04 Vesting if TNP shares trade at a VWAP of 5 cents or above on the ASX for 10 consecutive trading days. Class D Expiry: 14/02/2016 Exercise Price: $0.04 Vesting if TNP shares trade at a VWAP of 8 cents or above on the ASX for 10 consecutive trading days. Class E Expiry: 30/6/2015 Exercise Price: $0.04 Vested and exercisable. Class E Expiry: 30/6/2015 Exercise Price: $0.04 Vested and exercisable. |
+!See!chapter!19!for!defined!terms.!
Appendix!3B!Page!3!
1/1/2003!
| 50,000,000 50,000,000 125,000,000 125,000,000 |
Performance Shares Tranche 1 Performance Shares Vesting upon successful data acquisition confirming recoverable gas estimates at the CFT CBM Project Tranche 2 Performance Shares _Vesting upon drilling and coring of two wells on the CFT CBM project confirming long term gas flow rates to support a financial investment _decision Tranche 3 Performance Shares Vesting upon completion of 10 development wells (or an equivalent program) on the CFT CBM project Tranche 4 Performance Shares _Vesting upon completion of 10 development wells (or an equivalent program) on _the CFT CBM project * All as more fully described in the Company’s notice of meeting dated 19 November 2012 |
|---|---|
10 Dividend policy (in the case of a As for existing shares. trust, distribution policy) on the increased capital (interests)
Part 2 - Bonus issue or pro rata issue
11 Is security holder approval N/A required?
| 12 Is the issue renounceable or non- renounceable? 13 Ratio in which the+securities will be offered 14 +Class of+securities to which the offer relates 15 +Record date to determine entitlements 16 Will holdings on different registers (or subregisters) be aggregated for calculating entitlements? 17 Policy for deciding entitlements in relation to fractions 18 Names of countries in which the entity has+security holders who will not be sent new issue documents Note: Security holders must be told how their entitlements are to be dealt with. Cross reference: rule 7.7. 19 Closing date for receipt of acceptances or renunciations 20 Names of any underwriters 21 Amount of any underwriting fee or commission 22 Names of any brokers to the issue 23 Fee or commission payable to the broker to the issue 24 Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of+security holders 25 If the issue is contingent on +security holders’ approval, the date of the meeting 26 Date entitlement and acceptance form and prospectus or Product Disclosure Statement will be sent to persons entitled |
N/A |
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| N/A | |
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N/A |
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| N/A | |
| N/A | |
| N/A |
+!See!chapter!19!for!defined!terms.!
Appendix!3B!Page!5!
1/1/2003!
| 27 If the entity has issued options, and the terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders 28 Date rights trading will begin (if applicable) 29 Date rights trading will end (if applicable) 30 How do+security holders sell their entitlements_in full_through a broker? 31 How do+security holders sell_part_ of their entitlements through a broker and accept for the balance? 32 How do+security holders dispose of their entitlements (except by sale through a broker)? 33 +Despatch date |
N/A |
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| N/A | |
| N/A | |
| N/A | |
| N/A | |
| N/A | |
| N/A |
Part 3 - Quotation of securities
You need only complete this section if you are applying for quotation of securities
34 Type of securities ( tick one ) (a)[Securities described in Part 1 ] (b)[All other securities ]
Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities
Entities that have ticked box 34(a)
Additional securities forming a new class of securities – n/a
Tick to indicate you are providing the information or documents
35[If the ][+][securities are ][+][equity securities, the names of the 20 largest holders of the ] additional[+] securities, and the number and percentage of additional[+] securities held by those holders 36[If the ] +securities setting out the number of holders in the categories[+][securities are ][+][equity securities, a distribution schedule of the additional ] 1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 and over
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37[A copy of any trust deed for the additional ][+][securities ]
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Entities that have ticked box 34(b) 38 Number of securities for which +quotation is sought
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39 Class of +securities for which quotation is sought
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40 Do the[+] securities rank equally in all respects from the date of allotment with an existing[+] class of quoted +securities? If the additional securities do not rank equally, please state: • the date from which they do • the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment
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• the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment
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41 Reason for request for quotation now Example: In the case of restricted securities, end of restriction period (if! issued! upon! conversion! of! another! security,! clearly! identify! that!other!security)
Number +Class 42 Number and[+] class of all[+] securities quoted on ASX ( including the securities in clause 38)
+!See!chapter!19!for!defined!terms.!
Appendix!3B!Page!7!
1/1/2003!
Quotation agreement
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1 +Quotation of our additional +securities is in ASX’s absolute discretion. ASX may quote the +securities on any conditions it decides.
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2 We warrant the following to ASX.
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The issue of the[+] securities to be quoted complies with the law and is not for an illegal purpose.
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There is no reason why those[+] securities should not be granted[+] quotation.
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An offer of the[+] securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.
- Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty
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Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any[+] securities to be quoted and that no-one has any right to return any[+] securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the[+] securities be quoted.
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We warrant that if confirmation is required under section 1017F of the Corporations Act in relation to the[+] securities to be quoted, it has been provided at the time that we request that the[+] securities be quoted.
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If we are a trust, we warrant that no person has the right to return the[+] securities to be quoted under section 1019B of the Corporations Act at the time that we request that the[+] securities be quoted.
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3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.
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4 We give ASX the information and documents required by this form. If any information or document not available now, will give it to ASX before[+] quotation of the[+] securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.
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Alex Neuling Company Secretary 21 December 2012