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HYTERRA LTD Capital/Financing Update 2013

Apr 17, 2013

65084_rns_2013-04-17_bd42aafd-dfdf-4cf5-8e56-7a6ef8e0b475.pdf

Capital/Financing Update

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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 Shares issued 2 Number of[+] securities issued or to 3,000,000 be issued (if known) or maximum number which may be issued 3 Principal terms of the[+] securities Fully Paid Ordinary Shares (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)

  • See chapter 19 for defined terms.

1/1/2003

Appendix 3B Page 1

  • 4 Do the[+] securities rank equally in all respects from the date of allotment with an existing[+] class of quoted +securities?

Yes

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

Issued in 3 tranches under the Company’s Employee Share Scheme ( ESS ) to an employee of the Company’s Hong Kong registered subsidiary as follows:

  • Tranche 1: 1,000,000 at $0.015 per share

  • Tranche 2: 1,000,000 at $0.025 per share

  • Tranche 3: 1,000,000 at $0.045 per share

Under the terms of the ESS the issue price of the above securities has been funded by means of a limited recourse loan to the ESS share applicant. The ESS shares are subject to restrictions on sale, transfer or other encumbrances until certain conditions have been met, including:

  • Repayment of the ESS loan amount

  • • Minimum employee tenure requirements having been satisfied (2 years); and

  • Satisfaction of other specific performance criteria linked to corporate objectives

In the event that the above conditions have not been met or waived by their due date (or in the opinion of the Board become incapable of satisfaction) the ESS shares are to be bought back and cancelled in accordance with the terms of the ESS and the Corporations Act.

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)
Incentive scheme
17 April 2013
Number +Class
471,850,000 Ordinary
  • See chapter 19 for defined terms.

1/1/2003

Appendix 3B Page 3

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
25,000,000
50,000,000
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 E (director)
Expiry: 30/6/2015
Exercise Price: $0.04
Vested
and
exercisable.
Class E (advisor)
Expiry: 30/6/2015
Exercise Price: $0.04
Vested
and
exercisable.
Performance Shares
Tranche
1
Performance Shares
Vesting
upon
successful
data acquisition from the
near term drill stem test
well on the CFT CBM
Project,
such
data
establishing
flow
and
pressure
build-up
information demonstrating
reservoir
permeabilities
50,000,000
125,000,000
interpreted
to
provide
commercial gas flow rate
estimates
and
gas
composition information to
enable the experts report to
be completed to confirm
recoverable gas estimates.
The
Tranche
1
Performance Shares expire
9 months from the date of
issue.
Tranche
2
Performance Shares
Vesting upon the drilling
and
coring
of
two
pressurised core wells on
the
CFT
CBM
Project
testing for gas saturation
and desorption isotherms
and drill stem tests, which
confirm sufficient long term
gas flow rates to support a
financial
investment
decision to commence a
commercial development of
a
meaningful
gas
production operation (i.e.
20 well development with a
forecast production rate of
not less than 10MMscf/d),
together with all regulatory
approvals. The Tranche 2
Performance Shares expire
12 months from the date of
issue.
Tranche
3
Performance Shares
Vesting
upon
the
completion
of
10
development wells having
been drilled and completed
on the CFT CBM Project or
the
completion
of
an
alternative
development
well drill programme which
the parties have agreed,
which
independent
engineers
prognose
will
deliver an equivalent or
better
economic
development outcome at a
similar cost as a 10 well
programme producing not
less than 5 mmscf/day. The
Tranche
3
Performance
expire 18 months from the
date
of
issue
(unless
otherwise extended).
  • See chapter 19 for defined terms.

1/1/2003

Appendix 3B Page 5

==> picture [226 x 338] intentionally omitted <==

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

125,000,000
Tranche 4
Performance Shares
Vesting upon the
completion of 20
development wells having
been drilled and completed
on the CFT CBM Project or
the completion of an
alternative development
well drill programme which
the parties have agreed,
which independent
engineers prognose will
deliver an equivalent or
better economic
development outcome at a
similar cost as a 20 well
programme producing not
less than 10 mmscf/day.
The Tranche 4
Performance Shares expire
24 months from the date of
issue (unless otherwise
extended).
----- End of picture text -----

  • 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 nonN/A renounceable? 13 Ratio in which the[+] securities will N/A be offered 14 +Class of +securities to which the N/A offer relates 15 +Record date to determine N/A entitlements 16 Will holdings on different registers N/A (or subregisters) be aggregated for calculating entitlements? 17 Policy for deciding entitlements in N/A 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
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
N/A
N/A
N/A
N/A
N/A

N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
  • See chapter 19 for defined terms.

1/1/2003

Appendix 3B Page 7

of their entitlements (except by sale through a broker)?

33 +Despatch date

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

37[A copy of any trust deed for the additional ][+][securities ]

Entities that have ticked box 34(b) 38 Number of securities for which +quotation is sought 39 Class of +securities for which quotation is sought

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

  • the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment

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.

1/1/2003

Appendix 3B Page 9

Quotation agreement

  • 1 +Quotation of our additional +securities is in ASX’s absolute discretion. ASX may quote the +securities on any conditions it decides.

  • 2 We warrant the following to ASX.

  • The issue of the[+] securities to be quoted complies with the law and is not for an illegal purpose.

  • There is no reason why those[+] securities should not be granted[+] quotation.

  • 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
  • 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.

  • 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.

  • 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.

  • 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.

  • 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.

Alex Neuling Company Secretary 17 April 2013