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TRIANGLE ENERGY (GLOBAL) LIMITED M&A Activity 2015

Dec 7, 2015

65907_rns_2015-12-07_19656186-fa97-422c-bd34-6e637323967a.pdf

M&A Activity

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ASX: TEG 8 December 2015 ASX Release

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SUPERIOR PROPOSAL FROM PT ENSO ASIA OF UP TO AU$55.5 MILLION

Triangle Energy (Global) Limited ( Triangle or the Company ) advises that it has accepted a new superior proposal from PT Enso Asia ( PTEA ) of up to US$39.9 million (approximately AU$55.5 million) in relation to the Company’s interest in the Pase PSC ( PTEA Superior Proposal ).

PTEA made the original offer for the Company’s interest in the Pase PSC as announced to ASX on 31 July 2015. The original PTEA agreement remains in effect and will be varied to reflect the terms of the PTEA Superior Proposal.

The Directors of Triangle have concluded that the PTEA Superior Proposal is superior to the proposal from the Consortium to acquire the Company’s interest in the Pase PSC as announced to ASX on 9 November 2015 ( Consortium Proposal ).

The key financial terms of the PTEA Superior Proposal are as follows:

  • cash consideration of US$4.5 million, of which US$862,000 has already been transferred and the balance is payable at completion (which will occur upon shareholder approval of the sale);

  • production royalty on new developments on the PSC equal to 5% of PTEA’s profit share (excluding cost recovery) up to a maximum of US$2 million per annum and capped at US$25 million in aggregate;

  • up to US$7 million in cost recovery payments in respect of existing sunk cost from past expenditure in the Pase PSC A and B fields;

  • the Signature Bonus of US$1.5 million payable to the Indonesian Government; and

  • a Performance Bond of US$1.5 million in favour of the Indonesian Government which has already been provided by PTEA on 29 July 2015.

PTEA has also agreed to waive the two conditions precedent in the agreement relating to Government of Indonesia and Government of Aceh approvals.

The PTEA Superior Proposal is subject to the approval of Triangle shareholders

As announced on Friday 4 December 2015, the Directors decided to postpone the shareholders’ meeting in order to provide shareholders with additional information necessary to ensure they are informed and are able to properly consider their vote on the transaction with PTEA in the context of the recent developments.

The Company will despatch to shareholders an addendum to the original Notice of Meeting dated 8 October 2015 and updated proxy form as soon as possible. The addendum will provide further information in respect of the PTEA Superior Proposal.

The Company expects that the meeting to consider the PTEA transaction will now be held in the week beginning 21 December 2015.

The Directors recommend that shareholders vote in favour of the PTEA Superior Proposal.

The Company will keep shareholders informed on developments as they transpire.

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About Triangle Energy:

Triangle Energy is a gas production and exploration company based in Perth. The Company operates the Pase Production Sharing Contract located in Aceh Province, North Sumatra, Indonesia. Triangle Energy continues to assess acquisition prospects to diversify and grow the portfolio of assets.

For Further information, please contact: Robert Towner | +61 414 594 868 Darren Bromley | +61 419 940 587 [email protected] | www.triangleenergy.com.au |

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