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SENSEN NETWORKS LIMITED Capital/Financing Update 2012

Sep 25, 2012

65829_rns_2012-09-25_c58a8195-9474-4ab1-a292-c61a46bc00e5.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 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

Name of entity

Orpheus Energy Limited

ABN 67 121 257 412

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).

+Class of +securities issued or to $\lceil$ $\mathbf{1}$ be issued

Fully Paid Ordinary Shares

  • Number of +securities issued or $\overline{\mathbf{z}}$ to be issued (if known) or maximum number which may be issued
  • Principal terms of the $\overline{\mathbf{3}}$ +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)

18,181,080

Fully Paid Ordinary Shares

+ See chapter 19 for defined terms.

Do the +securities rank equally Yes $\overline{4}$ 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: $\bullet$ 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 Issue price or consideration 13 cents per share $\overline{5}$ 6 Purpose of the issue Repayment of Convertible Notes pursuant (If issued as consideration for to shareholder resolution. the acquisition of assets, clearly identify those assets) Is the entity an $+$ eligible entity 6a Yes that 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 14 September 2012 resolution under rule 7.1A was passed Number of +securities issued $\boxed{\circ}$ $6c$ without security holder approval under rule 7.1

+ See chapter 19 for defined terms.

  • $6d$ Number of +securities issued $\sqrt{\Omega}$ with security holder approval under rule 7.1A Number of +securities issued 6e 35,408,278.
  • with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting)

  • Number of securities issued $\log$ $6f$ under an exception in rule 7.2

  • If securities issued under rule 6g 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 $N/A$ non-cash rule $7.1A$ $for$ consideration, state date on which valuation of consideration was released to ASX Market Announcements
  • Calculate the entity's remaining 6i issue capacity under rule 7.1 and rule 7.1A - complete Annexure 1 and release to ASX Market Announcements
  • Dates of entering +securities 17 September 2012 $\overline{7}$ into uncertificated holdings or despatch of certificates
  • 8 Number and +class of all +securities quoted on ASX (including the securities in section 2 if applicable)
Number + Class
130,475,919 Fully Paid Ordinary
Shares

Approval given by shareholder resolutions on 14 September 2012.

$N/A$

  • See chapter 19 for defined terms.
Number + Class
Number and + class of all
9
*securities not quoted on ASX
(including the securities
in
section 2 if applicable)
19,780,352 Ordinary
shares
(restricted
until
17
August
2013)
12,750,000 Options exercisable
at 20 cents
on or before
30
September
2014
(restricted
until
17
August
2013)
1,000,000 Options exercisable
at 25 cents
on or before
August
4 1
2014
(restricted
until
17
August
2013)
1,175,000 Options exercisable
at 20 cents
on or before
30
September
2014

Dividend policy (in the case of a $\sqrt{\phantom{a}}$ No dividend policy has been established $10$ trust, distribution policy) on the
increased capital (interests)

Part 2 - Bonus issue or pro rata issue

Questions 11 to 33 are not applicable.

+ See chapter 19 for defined terms.

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

  • Type of securities $34$ (tick one)
  • $(a)$ Securities described in Part 1
  • 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

Tick to indicate you are providing the information or documents

$(b)$

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 are *equity securities, a distribution schedule of the additional *securities setting out the number of holders in the categories $1 - 1,000$ $1,001 - 5,000$ 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.

Entities that have ticked box 34(b)

  • Number of securities for which $38$ +quotation is sought
  • Class of +securities for which 39 quotation is sought
  • Do the +securities rank equally in $40°$ 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
  • Reason for request for quotation $41$ 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 and +class of all 42 +securities quoted on ASX (including the securities in clause $38)$

Number + Class

+ See chapter 19 for defined terms.

Quotation agreement

  • +Quotation of our additional +securities is in ASX's absolute discretion. ASX $\mathbf{I}$ may quote the *securities on any conditions it decides.
  • We warrant the following to ASX. $\mathbf 2$
  • The issue of the 'securities to be quoted complies with the law and is $\bullet$ 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.
  • We will indemnify ASX to the fullest extent permitted by law in respect of any $\overline{\mathbf{3}}$ claim, action or expense arising from or connected with any breach of the warranties in this agreement.
  • We give ASX the information and documents required by this form. If any $\overline{4}$ 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.

Date: $26/9/2$

Sign here:

6r/Company secretary)

Print name:

David Smith Director & Company Secretary

+ See chapter 19 for defined terms.

$=$ $=$ $=$ $=$ $=$ $=$

+ See chapter 19 for defined terms.

Appendix 3B - Annexure 1

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

Introduced oi/o8/12

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 on issue 12 months before date
of issue or agreement to issue
114,847,993
Add the following:
ò.
Number of fully paid ordinary securities
issued in that 12 month period under an
exception in rule 7.2
0
Number of fully paid ordinary securities
$\bullet$
issued in that 12 month period with
17,227,198 (issued 7 June 2012);
shareholder approval 18,181,080 (issued 17 September 2012)
Number of partly paid ordinary securities
$\bullet$
that became fully paid in that 12 month
period
$\Omega$
Note:
Include only ordinary securities here -
other classes of equity securities cannot
be added
Include here (if applicable) the securities
$\bullet$
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
$\Omega$
"A" 150,256,271

+ See chapter 19 for defined terms.

Step 2: Calculate 15% of "A"
"B" 0.15
[Note: this value cannot be changed]
Multiply "A" by 0.15 22,538,440
Step 3: Calculate "C", the amount of placement capacity under rule
7.1 that has already been used
Insert number of equity securities issued or
agreed to be issued in that 12 month period
not counting those issued:
$\Omega$
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
$\bullet$
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
$\bullet$
securities on different dates as separate
line items
"C"
0
Step 4: Subtract "C" from ["A" x "B"] to calculate remaining
placement capacity under rule 7.1
"A" x 0.15 22,538,440
Note: number must be same as shown in
Step 2
Subtract "C" $\mathbf 0$
Note: number must be same as shown in
Step 3
Total ["A" $\times$ 0.15] - "C" 22,538,440
[Note: this is the remaining placement
capacity under rule 7.1]

+ See chapter 19 for defined terms.

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" 150,256,271
Note: number must be same as shown in
Step 1 of Part 1
Step 2: Calculate 10% of "A"
"D" 0.10
Note: this value cannot be changed
Multiply "A" by 0.10 15,025,627
Step 3: Calculate "E", the amount of placement capacity under rule
7.1A that has already been used
Insert number of equity securities issued or
agreed to be issued in that 12 month period
under rule 7.1A
$\Omega$
Notes:
This applies to equity securities - not
just ordinary securities
$\cdot$ Include here $-$ if applicable $-$ the
securities the subject of the Appendix
3B to which this form is annexed
$\bullet$
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
٠
securities on different dates as separate
line items
``F" 0

+ See chapter 19 for defined terms.

Step 4: Subtract "E" from ["A" x "D"] to calculate remaining
placement capacity under rule 7.1A
"A" $\times$ 0.10 15,025,627
Note: number must be same as shown in
Step 2
Subtract "E" 0
Note: number must be same as shown in
Step 3
Total ["A" $\times$ 0.10] – "E" 15,025,627
Note: this is the remaining placement
capacity under rule 7.1A

ia.

$\sim$

+ See chapter 19 for defined terms.