TRIANGLE ENERGY (GLOBAL) LIMITED — Proxy Solicitation & Information Statement 2014

Jun 12, 2014

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TRIANGLE ENERGY (GLOBAL) LIMITED ACN 110 411 428

NOTICE OF GENERAL MEETING

AND

EXPLANATORY MEMORANDUM

Important Information

This is an important document that should be read in its entirety. If you do not understand it you should consult your professional advisor without delay.

If you wish to discuss any aspect of this document with the Company please contact Mr Darren Bromley on telephone (+61 8) 9286 8305

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TRIANGLE ENERGY (GLOBAL) LIMITED ACN 110 411 428

NOTICE OF GENERAL MEETING

NOTICE IS HEREBY GIVEN that a General Meeting of the members of Triangle Energy (Global) Limited will be held at The Boardroom, 589 Stirling Highway, Cottesloe, Western Australia, 6011 Western Australia at 10am (Perth time) on 16 July 2014 to consider and, if thought fit, to pass the following Resolutions:

AGENDA

RESOLUTION 1 – APPROVAL TO ISSUE SECURITIES TO RELATED PARTIES

To consider, and if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :

“That, subject to the due passage of Resolution 3 hereunder, for the purposes of Listing Rule 10.11, and Section 208 of the Corporations Act and for all other purposes, approval be and is hereby given for the Company to issue:

• (a) 8 million Shares at a price of $0.001 per Share to Mr Edward Farrell or his nominee;

• (b) 20 million Shares at a price of $0.001 per Share to Mr Robert Towner or his nominee; and

• (c) 20 million Shares at a price of $0.001 per Share to Mr Darren Bromley or his nominee,

on the terms and conditions set out in the Explanatory Memorandum accompanying this Notice.”

Voting Exclusion: The Company will disregard any votes cast on this Resolution by any of Messrs E Farrell, R Towner and D Bromley and any of their nominees, a person who is to receive securities in relation to the Company if the Resolution is passed, and any associate of any of these persons. However, the Company will not disregard a vote if:

• (a) it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form; or

• (b) it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

RESOLUTION 2 – RATIFICATION OF PRIOR ISSUE OF SECURITIES

To consider, and if thought fit, to pass with or without amendment, the following resolution as an ordinary resolution :

“That, for the purpose of Listing Rule 7.4, and for all other purposes, Shareholders ratify the issue of 245 million Shares at a price of $0.001 per Share to the entities and on the terms and conditions set out in the Explanatory Memorandum accompanying this Notice.”

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Voting Exclusion: The Company will disregard any votes cast on this Resolution by a person who participated in the issue, and any associates of such a person.

However, the Company will not disregard a vote if:

• (a) it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form; or

• (b) it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

RESOLUTION 3 – APPROVAL FOR THE ISSUE OF SECURITIES TO NON RELATED PARTIES

To consider, and if thought fit, to pass with or without amendment, the following resolution as an ordinary resolution :

“That, subject to the due passage of Resolution 1 above, for the purpose of Listing Rule 7.1 and for all other purposes approval be and is hereby given to the issue of 707 million Shares at a price of $0.001 per Share to the entities and on the terms and conditions set out in the Explanatory Memorandum accompanying this Notice.”

Voting Exclusion: The Company will disregard any votes cast on this Resolution by a person who may participate in the proposed issue, a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the Resolution is passed and any associate of any such persons.

However, the Company will not disregard a vote if:

• (a) it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form; or

• (b) it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

DATED this 13th day of June 2014.

BY ORDER OF THE BOARD

Darren Bromley Company Secretary

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Notes:

Definitions

Terms which are used in this Notice and which are defined in Section 4 of the Explanatory Memorandum have the meanings ascribed to them therein.

Address

If you have recently changed your address or if there is an error in the name and address used for this Notice please notify the Company Secretary. In the case of a corporation, notification is to be signed by a director or company secretary.

Voting Entitlement

The Board has determined that a Shareholder’s entitlement to vote at the Meeting will, in accordance with the Corporations Act, be the entitlement of that Shareholder set out in the register of members as at 6pm Perth time on the 14th day of July 2014.

This means that any Shareholder registered at 6pm Perth time on the 14th day of July 2014 is entitled to attend and vote at the Meeting.

Proxies

A member entitled to attend this Meeting and vote is entitled to appoint a proxy to attend and vote for the member at the Meeting. A proxy need not be a member. If the member is entitled to cast 2 or more votes at the Meeting the member may appoint 2 proxies. If a member appoints 2 proxies and the appointment does not specify the proportion or number of the member’s votes each proxy may exercise, each proxy may exercise half of the votes. A form of proxy is attached with this notice.

A body corporate appointed as a Shareholder’s proxy may appoint a representative to exercise any of the powers the body may exercise as a proxy at the Meeting. The representative should bring to the Meeting evidence of this appointment, including any authority under which the appointment is signed, unless it has previously been given to the Company.

A proxy’s authority to speak and vote for a Shareholder at the Meeting is suspended if the Shareholder is present at the Meeting.

The proxy form must be signed and dated by the Shareholder or the Shareholder’s attorney. Joint Shareholders must each sign.

In accordance with section 250BA of the Corporations Act, the Company specifies the following information for the purposes of receipt of proxy appointments. To vote by proxy, please complete and sign the proxy form enclosed with this Notice as soon as possible and either:

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• Return the proxy form by post:

Security Transfer Registrars Pty Ltd PO Box 535 Applecross WA 6953

• Return the proxy form by delivery:

Security Transfer Registrars Pty Ltd Alexandrea House, Suite 1 770 Canning Highway Applecross WA 6153

• Send the proxy form on facsimile number +61 (0) 8 9315 2233

• Send the proxy form via email to: registrar@securitytransfer.com.au

To be effective a completed proxy form must be received by the Company by no later than 10 am (Perth Time) on 14 July 2014.

Where the proxy form is executed under power of attorney, the power of attorney must be lodged in like manner as the proxy.

Bodies Corporate

A body corporate may appoint an individual as its representative to exercise any of the powers the body may exercise at meetings of a company’s shareholders. The appointment may be a standing one.

Unless the appointment states otherwise, the representative may exercise all of the powers that the appointing body could exercise at a meeting or in voting on a resolution.

The representative should bring to the Meeting evidence of his or her appointment, including any authority under which the appointment is signed, unless it has previously been given to the Company.

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TRIANGLE ENERGY (GLOBAL) LIMITED ACN 110 411 428

EXPLANATORY MEMORANDUM

This Explanatory Memorandum forms part of a Notice convening a General Meeting of Triangle Energy (Global) Limited to be held at 10am on 16 July 2014 at The Boardroom, 589 Stirling Highway, Cottesloe, Western Australia, 6011. This Explanatory Memorandum is to assist Shareholders in understanding the background to and the legal and other implications of the Notice and the reasons for the Resolutions proposed.

Mr E. Farrell will act as Chairman of the Meeting.

1. RESOLUTION 1 – ISSUING SECURITIES TO RELATED PARTIES

Background

Resolution 1 seeks Shareholder approval for the issue of a total of 48 million Shares at a price of $0.001 per Share to Messrs E Farrell, R Towner and D Bromley or their respective nominees as part of the proposed Placement. Mr E Farrell is a Director of the Company and as such is a related party of the Company. Each of Messrs Towner and Bromley are Proposed Directors of the Company and as such are related parties of the Company.

The Placement is for an issue of a total of 1 billion Shares at a price of $0.001 per Share. Of these 245 million Shares (being the Shares the subject of Resolution 2) are to be issued on or about 20 June 2014 and the remaining 755 million Shares (being those contemplated by Resolution 1 and Resolution 3) will be issued subsequent to the Meeting, subject to the passage of the relevant Resolutions.

The Company is also proceeding with the Rights Issue which is not conditional upon any of the Resolutions.

Upon the completion of the Placement and the Rights Issue the Board of Directors of the Company will change with the retirement of Messrs J Towner and S Hamer and the appointment of the Proposed Directors as executive Directors.

Listing Rule 10.11

Listing Rule 10.11 provides that, subject to various exceptions which do not apply in this case, a Company must not issue equity securities to a related party without the approval of the holders of ordinary securities.

Shareholders should note that the issue of securities pursuant to Resolution 1 will not be included in the 15% calculation for the purposes of Listing Rule 7.1 as approval is being obtained under Listing Rule 10.11.

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For the purposes of Listing Rule 10.13, the following information is provided in relation to the issue of 48 million Shares pursuant to Resolution 1:

The name of the person

The persons to whom the Shares will be issued will be Mr E Farrell – 8 million Shares, Mr R Towner – 20 million Shares and Mr D Bromley – 20 million Shares or their respective nominees.

The maximum number of securities to be issued

The maximum number of Shares to be issued pursuant to Resolution 1 is 48 million Shares.

The date on which the entity will issue the securities, which must be no more than 1 month after the date of the Meeting

The Shares will be issued not later than 1 month after the date of the Meeting (or such other date as permitted by any ASX waiver or modification of the Listing Rules) and it is anticipated that all the Shares will be issued on the same date.

If the person is not a director, a statement of the relationship between the person and the director that requires approval to be obtained

Each of Messrs R Towner and D Bromley are Proposed Directors of the Company and as such are, pursuant to the Corporations Act, related parties.

The issue price of the securities and a statement of the terms of issue

The Shares will be issued at a price of $0.001 per Share. The Shares will be ordinary fully paid shares ranking equally in all respects with the existing issued shares in the Company.

A voting exclusion statement

A voting exclusion statement with regards to Resolution 1 is included in the Notice.

The intended use of funds raised

The funds raised will, together with the other Placement funds be added to the Company’s working capital and will assist the Company in ongoing review and evaluation on existing projects, review and evaluation of new projects and by providing working capital while the Company pursues the award of a new PSC to operate the Pase field.

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Chapter 2E of the Corporations Act

Chapter 2E of the Corporations Act regulates the provision of financial benefits to related parties by a public company. Section 208 of the Corporations Act prohibits a public company from giving a financial benefit to a related party unless one of the exceptions to Section 208 applies or shareholders have approved the giving of that benefit to the related party.

A “financial benefit” is defined in the Corporations Act in broad terms and includes a public company, issuing securities, and buying an asset from a related party.

As noted above each of the Proposed Directors, Messrs R Towner and D Bromley are “related parties” for the purposes of the Corporations Act. Mr E Farrell as a Director is also a “related party” under the Corporations Act. The proposed issue of 48 million Shares pursuant to Resolution 1 involves the provision of a financial benefit to related parties of the Company.

Section 210 of the Corporations Act provides that a company does not need to obtain shareholder approval to give a financial benefit to a related party if the giving of the financial benefit would be reasonable in the circumstances if the party and the entity were dealing at arm’s length (or on terms less favourable than arm’s length).

Notwithstanding the above, the Board is of the view that it is prudent to seek Shareholder approval under Section 208 of the Corporations Act for the issue of Shares as contemplated by Resolution 1.

Section 208 of the Corporations Act provides that for a public company to give a financial benefit to a related party of that company, the public company must:

(a) obtain the approval of members in the way set out in Section 217 and 227; and

• (b) give the benefit within 15 months after the approval.

In accordance with Chapter 2E, and in particular Section 219 of the Corporations Act, the following information is provided to Shareholders to allow them to assess the proposed issue of Shares as contemplated by Resolution 1:

The related parties to whom the resolutions would permit the financial benefit to be given

The related parties are Messrs R Towner and D Bromley, Proposed Directors of the Company and Mr E Farrell an existing Director. The Board in deciding to proceed with the Placement also determined to effect changes to the structure of the Board by inviting the Proposed Directors to join the Board. As part of these discussions the Proposed Directors and the existing Directors were invited to participate in the Placement and the Proposed Directors and Mr Farrell committed to do so in advance of the Board seeking

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other participants in the Placement. It was considered by the Board to be helpful to have a commitment from the Proposed Directors and Mr Farrell ahead of approaching other investors to participate in the Placement.

The nature of the financial benefit

The financial benefit proposed to be given is 48 million Shares as detailed above in consideration of the payment of $0.001 per Share i.e. a total of $48,000.

Directors’ recommendation and basis of recommendation

All Directors other than Mr Farrell recommend that Shareholders vote in favour of Resolution 1 on the basis that the price per Share being paid is the same price that is to be offered to Shareholders pursuant to the Rights Issue and the same price that non related parties are paying to participate in the Placement. The Directors, other than Mr Farrell, considered that it was helpful to have the commitment of the Proposed Directors and Mr Farrell to participate in the Placement prior to them approaching other investors. The Directors, other than Mr Farrell, are not aware of any other information that might be reasonably required by Shareholders to allow them to make a decision whether it is in the best interests of the Company to pass Resolution 1.

Mr Farrell does not make any recommendation on the basis that he is one of the potential recipients of Shares pursuant to the approval sought under Resolution 1.

Directors’ and Proposed Directors’ interest in the outcome

Except for Mr Farrell, none of the existing Directors have any interest in the outcome of Resolution 1. Except for Mr Farrell, none of the existing Directors will participate in the Placement.

Mr Farrell’s interest in the outcome of Resolution 1 is that he will be issued 8 million Shares at a price of $0.001 per Share.

The Proposed Directors’ interests in the outcome of Resolution 1 are as detailed above i.e. they will be issued a total of 40 million Shares at a price of $0.001 per Share.

Proposed Directors’ remuneration packages

In the last two financial years the Proposed Directors and Mr Farrell have received the following remuneration from the Company:

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Year Ended 30 June 2012

	Cash Salary & Fees $	Superannuation $	Security Based Payment $	Total $
Mr E Farrell	-	-	-	-
Mr R Towner	-	-	-	-
Mr D Bromley	227,383	24,944	54,873	307,200

Year Ended 30 June 2013

	Cash Salary & Fees $	Superannuation $	Security Based Payments $	Total $
Mr E Farrell	-	-	-	-
Mr R Towner	125,000	-	-	125,000
Mr D Bromley	190,000	24,300	9,344	223,644

In the current financial year to date, the Proposed Directors and Mr Farrell have received the following remuneration from the Company:

	Cash Salary & Fees $	Superannuation $	Security Based Payments $	Total $
Mr E Farrell	-	-	-	-
Mr R Towner	194,791	-	-	194,791
Mr D Bromley	194,367	23,223	56,000	273,590

It is proposed that following their appointment as Directors the Proposed Directors will receive the following annual remuneration and that the ongoing annual remuneration of Mr Farrell will be:

	Cash Salary & Fees $	Superannuation $	Security Based Payments $	Total $
Mr E Farrell	30,000	-	-	30,000
Mr R Towner	120,000	-	-	120,000
Mr D Bromley	190,000	17,575	-	207,575

Mr Bromley will not receive any additional fee during the forthcoming financial year for his role as Company Secretary.

Related parties existing interests

Messrs Farrell, R Towner and Bromley currently have interests in the following securities of the Company:

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E Farrell 1,000,000 Shares, R Towner 29,816,072 Shares and D Bromley 11,500,000 Shares.

The Proposed Directors and Mr Farrell intend to take up their respective entitlements under the Rights Issue.

Dilution

If the 48 million Shares the subject of Resolution 1 were to be issued in isolation and ignoring any other issues of Shares that might occur pursuant to the Placement or the Rights Issue and assuming no Existing Options or Existing Performance Rights were converted, the effect of the issue of 48 million Shares to the Proposed Directors will be to dilute the shareholding of existing Shareholders by approximately 2.85%.

However, the issue of the 48 million Shares pursuant to Resolution 1 is conditional on the approval for the issue of the balance of the Placement Shares i.e. 952 million Shares. In addition there will be up to a further approximately 817,237,729 Shares issued pursuant to the Rights Issue.

Trading history

In the last 12 months before the date of this Notice, the highest, lowest and latest trading prices (as at 6 June 2014) of the listed Shares on ASX are as set out below:

	Shares (ASX:TEG)
Highest	$0.017
Lowest	$0.001
Latest	$0.002

Valuation of financial benefit

The financial benefit which is being provided by the Company to the Proposed Directors under Resolution 1 is 48 million Shares. The value of these shares at the issue price of $0.001 is $48,000. During the 12 months prior to the date of this Notice the Volume Weighted Average Price for shares traded on ASX in the Company is $0.0083. Based on this the 48 million Shares would have a value of $395,816. Based on the 5 day Volume Weighted Average Price for shares traded on ASX in the Company immediately prior to the date of this Notice of $0.0014582, the 48 million Shares would have a value of $69,992.

The Chairman intends to vote all available proxies in favour of Resolution 1.

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2. RESOLUTION 2 – RATIFICATION OF PRIOR ISSUE OF SECURITIES

2.1 Background

On or about 20 June 2014, the Company proposes to issue 245 million Shares at an issue price of $0.001 to raise $245,000 being the first tranche of the Placement. Approval for the issue of these Shares is sought pursuant to Listing Rule 7.4

2.2 Listing Rules Chapter 7

Listing Rule 7.1 provides, subject to certain exceptions, that Shareholder approval is required for any issue of securities by a listed company, where the securities proposed to be issued represent more than 15% of the company’s ordinary securities then on issue.

Listing Rule 7.4 provides that an issue of securities made without approval under Rule 7.1 is treated as having been made with approval for the purposes of Rule 7.1 if each of the following apply:

• (a) the issue did not breach Rule 7.1; and

• (b) holders of ordinary securities subsequently approve it.

The issue of the 245 million Shares referred to in Resolution 2 will not breach Rule 7.1. By passing Resolution 2 the 245 million Shares will be treated as having been made with approval for the purposes of Rule 7.1 and will, therefore, not affect the Company’s 15% placement capacity in the future as set out in Listing Rule 7.1.

Resolution 2 is an ordinary resolution.

2.3 Information Required by Listing Rule 7.5

Pursuant to and in accordance with Listing Rule 7.5, the following information is provided in relation to the ratification of the issue of Shares the subject of Resolution 2:

• (a) 245 million Shares will be issued at an issue price of $0.001 per Share;

• (b) The Shares will all be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares;

• (c) The Shares will be issued to investors who are eligible to be made offers without disclosure under an exemption under section 708 of the Corporations Act none of whom are related parties of the Company.

• (d) The funds raised from the issue (being in total $245,000 (before costs)) will be used for working capital purposes and will assist the Company in ongoing review and evaluation on existing projects, review and evaluation of new projects and by providing working capital while the Company pursues the award of a new PSC to operate the Pase field.

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• (e) A voting exclusion statement with respect to Resolution 2 is included in the Notice

The Chairman intends to vote all available proxies in favour of Resolution 2. The Directors recommend that Shareholders vote in favour of Resolution 2.

3. RESOLUTION 3 – ISSUE OF SECURITIES TO NON RELATED PARTIES

3.1 Background

The 707 million Shares the subject of Resolution 3 comprise the remaining Shares in the Placement. With the Shares the subject of Resolutions 1 and 2 the issue of 707 million Shares pursuant to Resolution 3 will take the Placement funds to $1 million before costs. Approval for the issue of these Shares is sought pursuant to Listing Rule 7.1.

3.2 Listing Rule Chapter 7

Listing Rule 7.1 provides, subject to certain exceptions, that Shareholder approval is required for any issue of securities by a listed company, where the securities proposed to be issued represent more than 15% of the company’s ordinary securities then on issue.

By approving the issue of the Shares, the Company will retain the flexibility to issue equity securities in the future up to the 15% annual placement capacity set out in Listing Rule 7.1 without the requirement to obtain prior Shareholder approval.

Resolution 3 is an ordinary resolution.

3.3 Information Required by Listing Rule 7.3

Pursuant to and in accordance with Listing Rule 7.3, the following information is provided in relation to the approval of the issue of the Shares the subject of Resolution 3:

• (a) A maximum of 707 million Shares are to be issued at a price of $0.001 per Share;

• (b) The Shares are to be issued to investors who subscribe for the first tranche of the Placement, who are eligible to receive offers without disclosure under an exemption under Section 708 of the Corporations Act. None of them will be related parties of the Company.

• (c) The Shares will be issued within 3 months of the date of the Meeting (or such other date as permitted by any ASX waiver or modification of the Listing Rules).

• (d) It is anticipated that all of the Shares will be issued on the same date;

• (e) The funds raised will be added to the Company’s working capital and will assist the Company in ongoing review and evaluation on existing projects, review and

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evaluation of new projects and by providing working capital while the Company pursues the award of a new PSC to operate the Pase field.

• (f) The Shares will all be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as and ranking equally with the Company’s existing issued shares.

• (g) A voting exclusion statement with regards to Resolution 3 is included in the Notice.

The Chairman intends to vote all available proxies in favour of Resolution 3. The Directors other than Mr Farrell recommend that Shareholders vote in favour of Resolution 3. Mr Farrell does not make any recommendation because Resolution 3 is inter-conditional with Resolution 1 in which he has an interest.

4. DEFINITIONS

In this Explanatory Memorandum:

“ASIC” means Australian Securities and Investments Commission;

“ASX” means ASX Limited ACN 008 624 691;

“Chairman” means the chairman of the Meeting;

“Company” means Triangle Energy (Global) Limited ACN 110 411 428;

“Constitution” means the constitution of the Company as amended from time to time;

“Corporations Act” means the Corporations Act 2001 (Cth);

“Director” means a director of the Company;

“Eligible Shareholders” means those Shareholders with a registered address in Australia or New Zealand who are registered on the Record Date;

“Existing Options” means 27 million Options to subscribe for Shares on issue as at the date of this Notice;

“Existing Performance Rights” means 91,500,000 Performance Rights on issue at the date of this Notice;

“Explanatory Memorandum” means this explanatory memorandum;

“Listing Rules” means the official listing rules of the ASX;

“Meeting” means the meeting of Shareholders convened by this Notice;

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“Notice” and “ Notice of Meeting” means the notice of meeting to which this Explanatory Memorandum is attached;

“Placement” means the issue of 1 billion Shares at $0.001 as announced to ASX on 28 May 2014 and “Placement Shares” has a corresponding meaning;

“Proposed Directors” means Messrs R Towner and D Bromley;

“Record Date” means the “record date” as determined under the Listing Rules in respect of the Rights Issue;

“Resolution” means a resolution set out in this Notice and “Resolutions” has a corresponding meaning;

“Rights Issue” means a pro rata entitlement offer to Eligible Shareholders of up to a total of approximately 817,237,729 Shares at an issue price of $0.001 per Share on the basis of 1 Share for every 2 Shares held on the Record Date to raise approximately $817,237 before costs;

“Section” means a section of this Explanatory Memorandum;

“Share” means an ordinary fully paid share in the capital of the Company and “ Shareholder” has a corresponding meaning.

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THIS DOCUMENT IS IMPORTANT. IF YOU ARE IN DOUBT AS TO HOW TO DEAL WITH IT, PLEASE CONTACT YOUR STOCK BROKER OR LICENSED PROFESSIONAL ADVISOR.

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PROXY FORM

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TRIANGLE ENERGY (GLOBAL) LIMITED

SHARE REGISTRY: Security Transfer Registrars Pty Ltd All Correspondence to: PO BOX 535, APPLECROSS WA 6953 AUSTRALIA 770 Canning Highway, APPLECROSS WA 6153 AUSTRALIA T: +61 8 9315 2333 F: +61 8 9315 2233 E: registrar@securitytransfer.com.au W: www.securitytransfer.com.au

REGISTERED OFFICE:

ACN: 110 411 428

UNIT 7 589 STIRLING HIGHWAY COTTESLOE WA 6011

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Code: TEG Holder Number:

SECTION A: Appointment of Proxy

I/We, the above named, being registered holders of the Company and entitled to attend and vote hereby appoint:

OR

The meeting Chairperson The name of the person you are appointing (mark with an "X") (if this person is someone other than the Chairperson of the meeting).

or failing the person named, or if no person is named, the Chairperson of the Meeting, as my/our Proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, as the Proxy sees fit) at the General Meeting of the Company to be held at 10:00am Perth time on Wednesday 16 July 2014 at The Boardroom, 589 Stirling Highway, Cottesloe, Western Australia, 6011 Western Australia and at any adjournment of that meeting.

SECTION B: Voting Directions to your Proxy

Please mark "X" in the box to indicate your voting directions to your Proxy.

Resolution

1. APPROVAL TO ISSUE SECURITIES TO RELATED PARTIES

2. RATIFICATION OF PRIOR ISSUE OF SECURITIES

1. APPROVAL FOR THE ISSUE OF SECURITIES TO NON RELATED PARTIES

For Against Abstain*

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If no directions are given my proxy may vote as the proxy thinks fit or may abstain.

• If you mark the Abstain box for a particular item, you are directing your Proxy not to vote on your behalf on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll.

If you wish to appoint the Chairperson as your proxy and you do not wish to direct the Chairperson how to vote, please mark "X" in the box.

By marking this box, you acknowledge that the Chairperson may exercise your proxy even if he has an interest in the outcome of resolution 1 and votes cast by him/her other than as a proxy holder will be disregarded because of that interest. If you do not mark this box, and you have not directed your proxy how to vote, the Chair will not cast your votes on resolution 1 and your votes will not be counted in calculating the required majority if a poll is called on resolution 1. The Chairperson of the Meeting intends to vote undirected proxies in favour of resolution 1.

SECTION C: Please Sign Below

This section must be signed in accordance with the instructions overleaf to enable your directions to be implemented.

Individual or Security Holder

Individual or Security Holder Security Holder 2 Security Holder 3 Sole Director and Sole Company Secretary Director Director / Company Secretary

Proxies must be received by Security Transfer Registrars Pty Ltd no later than 10:00am Perth time on Monday 14 July 2014.

ONLINE PROXY SERVICE

You can lodge your proxy online at www.securitytransfer.com.au

1. Log into the Investor Centre using your holding details.

Online Proxy ID:

1. Click on "Proxy Voting" and provide your Online Proxy ID to access the voting area.

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2167131865

TEG

1

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My/Our contact details in case of enquiries are:

NAME

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TELEPHONE NUMBER ( )

NOTES

1. Name and Address

This is the name and address on the Share Register of TRIANGLE ENERGY (GLOBAL) LIMITED. If this information is incorrect, please make corrections on this form. Shareholders sponsored by a broker should advise their broker of any changes. Please note that you cannot change ownership of your shares using this form.

2. Appointment of a Proxy

If you wish to appoint the Chairperson of the Meeting as your Proxy please mark "X" in the box in Section A. Please also refer to Section B of this proxy form and ensure you mark the box in that section if you wish to appoint the Chairperson as your Proxy.

If the person you wish to appoint as your Proxy is someone other than the Chairperson of the Meeting please write the name of that person in Section A. If you leave this section blank, or your named Proxy does not attend the meeting, the Chairperson of the Meeting will be your Proxy. A Proxy need not be a Shareholder of TRIANGLE ENERGY (GLOBAL) LIMITED.

3. Directing your Proxy how to vote

To direct the Proxy how to vote place an "X" in the appropriate box against each item in Section B. Where more than one Proxy is to be appointed and the proxies are to vote differently, then two separate forms must be used to indicate voting intentions.

4. Appointment of a Second Proxy

You are entitled to appoint up to two (2) persons as proxies to attend the meeting and vote on a poll. If you wish to appoint a second Proxy, an additional Proxy form may be obtained by telephoning the Company's share registry +61 8 9315 2333 or you may photocopy this form.

To appoint a second Proxy you must:

• (a) On each of the Proxy forms, state the percentage of your voting rights or number of securities applicable to that form. If the appointments do not specify the percentage or number of votes that each Proxy may exercise, each Proxy may exercise half of your votes; and

• (b) Return both forms in the same envelope.

5. Signing Instructions Individual: where the holding is in one name, the Shareholder must sign.

Joint Holding: where the holding is in more than one name, all of the Shareholders must sign.

Power of Attorney: to sign under Power of Attorney you must have already lodged this document with the Company's share registry. If you have not previously lodged this document for notation, please attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: where the Company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the Company (pursuant to section 204A of the Corporations Act 2001) does not have a Company Secretary, a Sole Director may sign alone. Otherwise this form must be signed by a Director jointly with either another Director or Company Secretary. Please indicate the office held in the appropriate place.

If a representative of the corporation is to attend the meeting the appropriate "Certificate of Appointment of Corporate Representative" should be lodged with the Company before the meeting or at the registration desk on the day of the meeting. A form of the certificate may be obtained from the Company's share registry.

6. Lodgement of Proxy

Proxy forms (and any Power of Attorney under which it is signed) must be received by Security Transfer Registrars Pty Ltd no later than 10:00am Perth time on Monday 14 July 2014, being 48 hours before the time for holding the meeting. Any Proxy form received after that time will not be valid for the scheduled meeting.

Security Transfer Registrars Pty Ltd PO BOX 535 Applecross, Western Australia 6953

Street Address: Alexandrea House, Suite 1 770 Canning Highway Applecross, Western Australia 6153

Telephone +61 8 9315 2333 Facsimile +61 8 9315 2233 Email registrar@securitytransfer.com.au Online www.securitytransfer.com.au

PRIVACY STATEMENT

Personal information is collected on this form by Security Transfer Registrars Pty Ltd as the registrar for securities issuers for the purpose of maintaining registers of securityholders, facilitating distribution payments and other corporate actions and communications. Your personal details may be disclosed to related bodies corporate, to external service providers such as mail and print providers, or as otherwise required or permitted by law. If you would like details of your personal information held by Security Transfer Registrars Pty Ltd or you would like to correct information that is inaccurate please contact them on the address on this form.

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