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HYTERRA LTD Capital/Financing Update 2015

Apr 26, 2015

65084_rns_2015-04-26_20bb3f3a-0132-4790-b7d6-23b66e183380.pdf

Capital/Financing Update

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Appendix 3B New issue announcement

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 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12, 04/03/13

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 issued
2
Number of+securities issued or to
be issued (if known) or maximum
number which may be issued
3
Principal terms of the+securities
(e.g. 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)
1) Ordinary shares
2) Performance Shares
3) Options
1) 291,666,667
2) 595,264,168
3) 20,000,000
1) Fully paid ordinary shares
2) Performance Shares on terms and
conditions as approved by Shareholders
at a General Meeting held on 24 April
2015
3) Options exercisable at 0.6 cents per
share, on or before 25/10/2015

+ See chapter 19 for defined terms.

Appendix 3B Page 1

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Appendix 3B New issue announcement

4 Do the[+] securities rank equally in 1) Yes all respects from the[+] issue date 2) Upon completion of the drilling with an existing[+] class of quoted services as defined in the Notice of +securities? General Meeting for the Shareholders Meeting held on 24 April 2015, each If the additional[+] securities do not Performance Share shall be converted rank equally, please state: into on 1 fully paid ordinary share to • the date from which they do rank pari passu with existing ordinary • the extent to which they shares participate for the next 3) Upon exercise, each share issued will dividend, (in the case of a trust, rank pari passu with existing ordinary distribution) or interest shares 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 1) $0.006 per Share 2) As consideration for drilling services 3) As consideration for corporate services 6 Purpose of the issue Issued pursuant to shareholder approval. (If issued as consideration for the acquisition of assets, clearly identify those assets) 6a Is the entity an[+] eligible entity that Yes. has obtained security holder approval under rule 7.1A? If Yes, complete sections 6b – 6h in relation to the[+] securities the subject of this Appendix 3B , and comply with section 6i 6b The date the security holder 29 August 2014 resolution under rule 7.1A was passed 6c Number of +securities issued - without security holder approval under rule 7.1 6d Number of[+] securities issued with - security holder approval under rule 7.1A

+ See chapter 19 for defined terms.

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Appendix 3B New issue announcement

6e Number of[+] securities issued with 15,000,000 ESS Shares security holder approval under rule (approved 29 August 2014) 7.3, or another specific security 158,000,000 Tranche 1 Shares holder approval (specify date of (ratified 24 April 2015) meeting) 291,666,667 Tranche 2 and Loan Conversion Shares (approved 24 April 2015) 6f Number of[+] securities issued under 24 (automatic conversion of performance shares an exception in rule 7.2 issued pursuant to shareholder approval at a general meeting held on 19 December 2012). 6g If[+] securities issued under rule N/A 7.1A, was issue price at least 75% of 15 day VWAP as calculated under rule 7.1A.3? Include the +issue date and both values. Include the source of the VWAP calculation. 6h If[+] securities were issued under N/A rule 7.1A for non-cash consideration, state date on which valuation of consideration was released to ASX Market Announcements 6i Calculate the entity’s remaining Refer Annexure 1. issue capacity under rule 7.1 and rule 7.1A – complete Annexure 1 and release to ASX Market Announcements 7 +Issue dates 1) 24 April 2015 Note: The issue date may be prescribed by ASX 2) 28 April 2015 (expected) (refer to the definition of issue date in rule 19.12). 3) 28 April 2015 (expected) For example, the issue date for a pro rata entitlement issue must comply with the applicable timetable in Appendix 7A. Cross reference: item 33 of Appendix 3B. Number +Class 8 Number and +class of all 1,085,607,611 Fully Paid Ordinary +securities quoted on ASX Shares ( including the[+] securities in section 2 if applicable)

+ See chapter 19 for defined terms.

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Appendix 3B New issue announcement

9
Number
and
+class
of
all
+securities
not
quoted on ASX
(including
the
+securities
in
section
2
if
applicable)
10
Dividend policy
(in the case of a
trust,
distribution
policy) on the
increased capital
(interests)
Number +Class
595,264,168
20,000,000
15,000,000
15,000,000
15,000,000
15,000,000
25,000,000
Performance Shares
Drilling Services Performance Shares
(as approved by Shareholders on 24 April 2015)
Options
Class F (advisor)
Expiry: 25/10/2015
Exercise Price: $0.006
Vested and exercisable
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.
N/A

+ See chapter 19 for defined terms.

Appendix 3B Page 4

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Appendix 3B New issue announcement

Part 2 - Pro rata issue

art 2 - Pro rata issue
11
Is
security
holder
approval
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 offer 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
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A

+ See chapter 19 for defined terms.

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Appendix 3B New issue announcement

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 offer documents 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?
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.

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Appendix 3B New issue announcement

  • 32 How do security holders dispose of their entitlements (except by sale through a broker)?

N/A

  • 33 +Issue 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 (Ordinary Shares only)

  • (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 N/A, existing class of securities 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 ]

+ See chapter 19 for defined terms.

Appendix 3B Page 7

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Appendix 3B New issue announcement

Entities that have ticked box 34(b)

38 Number of[+] securities for which N/A +quotation is sought 39 +Class of +securities for which N/A quotation is sought 40 Do the[+] securities rank equally in all N/A respects from the[+] issue date 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 wNhich 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 N/A 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 N/A quoted on ASX ( including the +securities in clause 38)

+ See chapter 19 for defined terms.

Appendix 3B Page 8

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Appendix 3B New issue announcement

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.

  • 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 is not available now, we 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.

Sign here: ............................................................ Date: 24 April 2015 (Company secretary)

Print name: ALEXANDER NEULING.

== == == == ==

+ See chapter 19 for defined terms.

Appendix 3B Page 9

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Appendix 3B New issue announcement

Appendix 3B – Annexure 1

Calculation of placement capacity under rule 7.1 and rule 7.1A for eligible entities

Introduced 01/08/12 Amended 04/03/13

Part 1

Rule 7.1 – Issues exceeding 15% of capital

Step 1: Calculate “A”, the base figure from which the placement capacity is calculated

  • Insert number of fully paid[+] ordinary securities 620,940,915 on issue 12 months before the[+] issue date or date of agreement to issue Add the following: • Number of fully paid[+] ordinary securities 24 issued in that 12 month period under an exception in rule 7.2 464,666,667

  • • Number of fully paid[+] ordinary securities issued in that 12 month period with shareholder approval -

  • • Number of partly paid[+] ordinary securities that became fully paid in that 12 month period

  • Note: • Include only ordinary securities here – other classes of equity securities cannot be added

  • • Include here (if applicable) the securities the subject of the Appendix 3B to which this form is annexed

  • • It may be useful to set out issues of securities on different dates as separate line items

  • Subtract the number of fully paid[+] ordinary - securities cancelled during that 12 month period “A” 1,085,607,611

+ See chapter 19 for defined terms.

Appendix 3B Page 10

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Appendix 3B New issue announcement

Step 2: Calculate 15% of “A”
“B” 0.15
[Note: this value cannot be changed]
Multiply“A” by 0.15 162,841,142
Step 3: Calculate “C”, the amount of placement capacity under rule 7.1 that has
already been used
Insertnumber of+equity securities issued or
agreed to be issued in that 12 month period_not_
counting_those issued:

Under an exception in rule 7.2

Under rule 7.1A

With security holder approval under rule 7.1
or rule 7.4
_Note:


This applies to equity securities, unless
specifically excluded – not just ordinary
securities

Include here (if applicable) the securities
the subject of the Appendix 3B to which this
form is annexed

It may be useful to set out issues of
securities on different dates as separate line
items
-
“C” -
Step 4: Subtract “C” from [“A” x “B”] to calculate remaining placement
capacity under rule 7.1
“A” x 0.15
Note: number must be same as shown in Step 2
162,841,142
Subtract“C”
Note: number must be same as shown in Step 3
-
Total[“A” x 0.15] – “C” 162,841,142
[Note: this is the remaining placement capacity
under rule 7.1]

+ See chapter 19 for defined terms.

Appendix 3B Page 11

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Appendix 3B New issue announcement

Part 2

Rule 7.1A – Additional placement capacity for eligible entities

Step 1: Calculate “A”, the base figure from which the placement capacity is calculated

“A” 1,085,607,611 Note: number must be same as shown in Step 1 of Part 1

Step 2: Calculate 10% of “A”

Part 2 Part 2
Rule 7.1A – Additional placement capacity for eligible entities
Step 1: Calculate “A”, the base figure from which the placement capacity is
calculated
“A”
Note: number must be same as shown in Step 1
of Part 1
1,085,607,611
Step 2: Calculate 10% of “A”
“D” 0.10
Note: this value cannot be changed
Multiply“A” by 0.10 108,560,761
Step 3: Calculate “E”, the amount of placement capacity under rule 7.1A that
has already been used
Insertnumber of+equity securities issued or
agreed to be issued in that 12 month period
under rule 7.1A
Notes:

This applies to equity securities – not just
ordinary securities

Include here – if applicable – the securities
the subject of the Appendix 3B to which this
form is annexed

Do not include equity securities issued
under rule 7.1 (they must be dealt with in
Part 1), or for which specific security holder
approval has been obtained

It may be useful to set out issues of
securities on different dates as separate line
items
-
“E” -

+ See chapter 19 for defined terms.

Appendix 3B Page 12

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Appendix 3B New issue announcement

Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement
capacity under rule 7.1A
“A” x 0.10
Note: number must be same as shown in Step 2
108,560,761
Subtract“E”
Note: number must be same as shown in Step 3
-
Total[“A” x 0.10] – “E” 108,560,761
Note: this is the remaining placement capacity
under rule 7.1A

+ See chapter 19 for defined terms.

Appendix 3B Page 13

04/03/2013