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SENSEN NETWORKS LIMITED Capital/Financing Update 2014

Jan 19, 2014

65829_rns_2014-01-19_083d78ee-18a8-4ec6-9f08-25ecf818fdfa.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, 04/03/13

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 $\mathbf{1}$ be issued

Unlisted Share Options

2,970,000

Number of +securities issued or $\overline{2}$ to be issued (if known) or maximum number which may be issued

Principal terms of the 3 *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)

Unlisted share options exercisable at $0.0607 expiring 30 June 2017

Issued under the Long Term Incentive Plan approved by shareholders at the AGM on 1 November 2013

+ See chapter 19 for defined terms.

Do the +securities rank equally $\overline{4}$ in all 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 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 5
  • Purpose of the issue 6 (If issued as consideration for the acquisition of assets, clearly identify those assets)

6a Is the entity an +eligible entity No 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 resolution under rule 7.1A was passed
  • Number of +securities issued 6c without security holder approval under rule 7.1

No - shares issued on exercise of the options will rank equally with the existing fully paid ordinary shares in Orpheus Energy Limited

Nil

Unlisted Options issued to management executives under the Long Term Incentive Plan.

  • See chapter 19 for defined terms.
  • Number of +securities issued 6d with security holder approval under rule 7.1A
  • Number of +securities issued 6e with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting)
  • Number of +securities issued 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 for non-cash rule $7.1A$ consideration, state date on which valuation $\sigma$ 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
  • +Issue dates $\overline{7}$

Note: The issue date may be prescribed by ASX (refer to the definition of issue date in rule 19.12). 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 and +class of all 8 *securities quoted on ASX (including the +securities in section 2 if applicable)

Number + Class
150,256,844 Fully Paid OrdinaryShares

+ See chapter 19 for defined terms.

Number and +class of all 9 +securities not quoted on ASX (including the +securities in section 2 if applicable)

+ Class
Options exercisable
at 20 cents expire
$30 - 9 - 2014$
Options exercisable
at 25 cents expire
$4 - 8 - 2014$
Options exercisable
at $0.0607 expire
30-6-2017

Dividend policy (in the case of a $1010$ trust, distribution policy) on the increased capital (interests)

Part 2 - Pro rata issue

11 holderapprovalsecuritylsrequired?
12 Is the issue renounceable or non-renounceable?
13 Ratio in which the + securitieswill be offered
14 + Class of + securities to which theoffer relates
15 +Recorddatedeterminetoentitlements
16 Willholdingsdifferentonregisters (or subregisters) beaggregatedforcalculatingentitlements?
17 Policy for deciding entitlementsin relation to fractions
18 Names of countries in which theentity has security holders whowill not be sent new offerdocumentsNote: Security holders must be told how theirentitlements are to be dealt with.Cross reference: rule 7.7.

+ See chapter 19 for defined terms.

Closing date for receipt of 19 acceptances or renunciations

+ See chapter 19 for defined terms.

Appendix 3BNew issue announcement

20 Names of any underwriters
21 Amount of any underwriting feeor commission
22 Names of any brokers to theissue
23 Fee or commission payable to thebroker to the issue
24 Amount of any handling feepayable to brokers who lodgeacceptances or renunciations onbehalf of security holders
25 If the issue is contingent onsecurity holders' approval, thedate of the meeting
26 Date entitlement and acceptanceform and offer documents will besent to persons entitled
27 If the entity has issued options,and the terms entitle optionholdersparticipatetoonexercise, the date on whichnotices will be sent to optionholders
28 Date rights trading will begin (ifapplicable)
29 Date rights trading will end (ifapplicable)
30 How do security holders selltheir entitlements in full througha broker?
31 How do security holders sell partof their entitlements through aacceptforbrokerandthebalance?

+ See chapter 19 for defined terms.

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

+Issue date 33

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 $(b)$ 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

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 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)

  • 38 Number of +securities for which +quotation is sought
  • +Class of +securities for which 39 quotation is sought
  • Do the +securities rank equally in $40$ all 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 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 interest $O\Gamma$ 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

  • *Ouotation of our additional *securities is in ASX's absolute discretion. ASX $\mathbf{1}$ may quote the +securities on any conditions it decides.
  • We warrant the following to ASX. $\overline{2}$
    • 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.
  • We will indemnify ASX to the fullest extent permitted by law in respect of any 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 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: 1. . . . . . . . (Director/Company secretary) ottN Print name:

Date: $20.1.1+$ .

  • See chapter 19 for defined terms.