TRIANGLE ENERGY (GLOBAL) LIMITED — Proxy Solicitation & Information Statement 2017

Sep 18, 2017

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TRIANGLE ENERGY (GLOBAL) LIMITED ACN 110 411 428

NOTICE OF GENERAL MEETING

Notice is given that the Meeting will be held at:

TIME : 2.00 pm DATE : 20 October 2017 PLACE : HLB Mann Hudd Board Room, Level 4, 130 Stirling Street, Perth WA 6000

The business of the Meeting affects your shareholding and your vote is important.

This Notice of Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting.

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered Shareholders at 4.00 pm WST on Wednesday18 October 2017.

BUSINESS OF THE MEETING

AGENDA

1. RESOLUTION 1 – RATIFICATION OF PRIOR ISSUE OF OPTIONS

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

“That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 6,000,000 Options to Tamarind Classic Resources Private Limited on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion : The Company will disregard any votes cast on this Resolution by a person who participated in the issue and any associates of those persons. However, the Company need not disregard a vote if 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, 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.

2. RESOLUTION 2 – RATIFICATION OF PRIOR ISSUE OF SHARES

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

“That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 14,307,925 Shares on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion : The Company will disregard any votes cast on this Resolution by a person who participated in the issue and any associates of those persons. However, the Company need not disregard a vote if 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, 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.

3. RESOLUTION 3 – ISSUE OF SHARES ON CONVERSION OF CONVERTIBLE LOAN

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

“That, for the purposes of Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue up to that number of Shares which, when multiplied by the issue price of $0.04 per Share equals US$775,975.61 to Tamarind Classic Resources Private Limited on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion: The Company will disregard any votes cast on this Resolution by any person who may participate in the proposed issue and 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 associates of those persons. However, the Company need not disregard a vote if it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or, 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.

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4. RESOLUTION 4 – ISSUE OF SHARES TO DARREN BROMLEY

To consider and, if thought fit, to pass the following resolution as an ordinary resolution :

“That, for the purposes of section 195(4) and section 208 of the Corporations Act, ASX Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue 2,000,000 Shares to Darren Bromley (or his nominee) on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion : The Company will disregard any votes cast on this Resolution by Darren Bromley (or his nominee) and any of their associates ( Resolution 4 Excluded Party ). However, the Company need not disregard a vote if 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, provided the Chair is not a Resolution 4 Excluded Party, 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.

Voting Prohibition Statement:

A person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if:

(a) the proxy is either:

(i) a member of the Key Management Personnel; or

(ii) a Closely Related Party of such a member; and

(b) the appointment does not specify the way the proxy is to vote on this Resolution. Provided the Chair is not a Resolution 4 Excluded Party, the above prohibition does not apply if:

(a) the proxy is the Chair; and

(b) the appointment expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel.

5. RESOLUTION 5 – ISSUE OF SHARES TO ROBERT TOWNER

To consider and, if thought fit, to pass the following resolution as an ordinary resolution :

“That, for the purposes of section 195(4) and section 208 of the Corporations Act, ASX Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue 2,000,000 Shares to Robert Towner (or his nominee) on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion : The Company will disregard any votes cast on this Resolution by Robert Towner (or his nominee) and any of their associates ( Resolution 5 Excluded Party ). However, the Company need not disregard a vote if 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, provided the Chair is not a Resolution 5 Excluded Party, 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.

Voting Prohibition Statement:

A person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if:

(a) the proxy is either:

(i) a member of the Key Management Personnel; or

(ii) a Closely Related Party of such a member; and (b) the appointment does not specify the way the proxy is to vote on this Resolution.

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Provided the Chair is not a Resolution 5 Excluded Party, the above prohibition does not apply if:

• (a) the proxy is the Chair; and (b) the appointment expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel.

6. RESOLUTION 6 – CREATION OF A NEW CLASS OF SECURITIES

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

“That, for the purpose of Section 246B of the Corporations Act and for all other purposes, the Company is authorised to issue Performance Shares on the terms and conditions set out in the Explanatory Statement.”

ASX Voting Exclusion: The Company will disregard any votes cast on this Resolution by any person who may participate in the proposed issue and 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 associates of those persons. However, the Company need not disregard a vote if 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, 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.

7. RESOLUTION 7 – ISSUE OF PERFORMANCE SHARES TO DARREN BROMLEY

To consider and, if thought fit, to pass the following resolution as an ordinary resolution :

“That, subject to the passing of Resolution 6, for the purposes of section 195(4) and section 208 of the Corporations Act, ASX Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue 2,000,000 Performance Shares to Darren Bromley (or his nominee) on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion : The Company will disregard any votes cast on this Resolution by Darren Bromley (or his nominee) and any of their associates ( Resolution 7 Excluded Party ). However, the Company need not disregard a vote if 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, provided the Chair is not a Resolution 7 Excluded Party, 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.

Voting Prohibition Statement:

A person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if:

• (a) the proxy is either:

• (i) a member of the Key Management Personnel; or

• (ii) a Closely Related Party of such a member; and

(b) the appointment does not specify the way the proxy is to vote on this Resolution. Provided the Chair is not a Resolution 7 Excluded Party, the above prohibition does not apply if:

• (a) the proxy is the Chair; and

• (b) the appointment expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel.

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8. RESOLUTION 8 – ISSUE OF PERFORMANCE SHARES TO ROBERT TOWNER

To consider and, if thought fit, to pass the following resolution as an ordinary resolution :

• “That, subject to the passing of Resolution 6, for the purposes of section 195(4) and section 208 of the Corporations Act, ASX Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue 2,000,000 Performance Shares to Robert Towner (or his nominee) on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion : The Company will disregard any votes cast on this Resolution by Robert Towner (or his nominee) and any of their associates ( Resolution 8 Excluded Party ). However, the Company need not disregard a vote if 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, provided the Chair is not a Resolution 8 Excluded Party, 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.

Voting Prohibition Statement:

A person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if:

• (a) the proxy is either:

(i) a member of the Key Management Personnel; or

• (ii) a Closely Related Party of such a member; and

(b) the appointment does not specify the way the proxy is to vote on this Resolution. Provided the Chair is not a Resolution 8 Excluded Party, the above prohibition does not apply if:

• (a) the proxy is the Chair; and

(b) the appointment expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel.

Dated: 13 September 2017

By order of the Board

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Darren Bromley Executive Director and Company Secretary

Voting in person

To vote in person, attend the Meeting at the time, date and place set out above.

Voting by proxy

To vote by proxy, please complete and sign the enclosed Proxy Form and return by the time and in accordance with the instructions set out on the Proxy Form.

In accordance with section 249L of the Corporations Act, Shareholders are advised that:

• each Shareholder has a right to appoint a proxy;

• the proxy need not be a Shareholder of the Company; and

• a Shareholder who is entitled to cast 2 or more votes may appoint 2 proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If the member appoints 2 proxies and the appointment does not specify the proportion or number of the member’s votes, then in accordance with section 249X(3) of the Corporations Act, each proxy may exercise one-half of the votes.

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Shareholders and their proxies should be aware that changes to the Corporations Act made in 2011 mean that:

• if proxy holders vote, they must cast all directed proxies as directed; and

• any directed proxies which are not voted will automatically default to the Chair, who must vote the proxies as directed.

Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary on +61 8 9286 8300 .

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EXPLANATORY STATEMEN T

This Explanatory Statement has been prepared to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions.

1. RESOLUTION 1 – RATIFICATION OF PRIOR ISSUE OF OPTIONS

1.1 General

On 13 April 2017, the Company granted to Tamarind Classic Resources Private Limited ( TCR ) 6,000,000 Options under the terms of the Convertible Loan Agreement (as further detailed in Section 2.1 and summarised in Schedule 2) exercisable at $0.06 each on or before two years from the date of issue.

Resolution 1 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of those Options.

ASX Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue more equity securities during any 12 month period than that amount which represents 15% of the number of fully paid ordinary securities on issue at the commencement of that 12 month period.

ASX Listing Rule 7.4 sets out an exception to ASX Listing Rule 7.1. It provides that where a company in general meeting ratifies the previous issue of securities made pursuant to ASX Listing Rule 7.1 (and provided that the previous issue did not breach ASX Listing Rule 7.1) those securities will be deemed to have been made with shareholder approval for the purpose of ASX Listing Rule 7.1.

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

1.2 Technical information

Pursuant to and in accordance with ASX Listing Rule 7.5, the following information is provided in relation to the issue of Options to TCR:

• (a) 6,000,000 Options were issued;

• (b) the Options were issued for nil cash consideration under the terms of the Convertible Loan Agreement. Accordingly, no funds were raised by the issue of the Options;

• (c) the terms of the Options are summarised in Schedule 1 to this Notice. The securities to be issued upon exercise of the Options will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares; and

• (d) the Options were issued to TCR which is not a related party of the Company.

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2. RESOLUTIONS 2 AND 3 – ISSUE OF SHARES ON CONVERSION OF CONVERTIBLE LOAN

2.1 General

As announced on:

• (a) 31 March 2017, the Company entered into a US $1,215,000 Convertible Loan Agreement with TCR ( Convertible Loan ), a summary of the material terms of which is set out in Schedule 2 to this Notice; and

• (b) 28 July 2017, the Company announced that TCR has converted US $439,000 of the Convertible Loan to receive 14,307,925 Shares.

Pursuant to this Notice,

• (a) Resolution 2 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of those 14,307,925 Shares ( Ratification );

• (b) Resolution 3 seeks Shareholder approval for the purposes of ASX Listing Rule 7.1 for the issue of the remaining Shares on conversion of the Convertible Loan under the terms of the Convertible Loan Agreement.

A summary of ASX Listing Rule 7.1 is set out in Section 1.1 above.

2.2 Resolution 2

A summary of ASX Listing Rule 7.4 is set out in Section 1.1 above.

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

Technical information required by ASX Listing Rule 7.4

Pursuant to and in accordance with ASX Listing Rule 7.5, the following information is provided in relation to the Ratification:

• (a) 14,307,925 Shares were issued;

• (b) the issue price was $0.04 per Share;

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

• (d) the Shares were issued to TCR, an unrelated party of the Company; and

• (e) the Company will apply the loan advanced under the terms of the Convertible Loan towards the acquisition of a further interest in the Cliff Head Oil Project, Perth Basin, Western Australia and for general working capital.

2.3

Resolution 3

A summary of ASX Listing Rule 7.1 is set out in Section 1.1 above. The effect of Resolution 3 will be to allow the Company to issue the Shares pursuant to the Convertible Loan during the period of 3 months after the Meeting (or a longer period, if allowed by ASX), without using the Company’s annual placement

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capacity; however, any issue of Shares that occurs after this period, will be issued using the Company’s annual placement capacity.

Technical information required by ASX Listing Rule 7.3

Pursuant to and in accordance with ASX Listing Rule 7.3, the following information is provided in relation to Resolution 3:

• (a) the maximum number of Shares to be issued is that number of Shares which, when multiplied by the issue price of $0.04 per Share equals US$775,975.61 as set out in the table below.

Number of Shares	Price	Value1
24,637,226	$0.04	$985,489.02

Notes

1. Based on a conversion rate of 1US:1.27AU.

2. Pursuant to the Convertible Loan, TCR can receive a maximum interest of 19.9% in the Company. TCR currently has a 2.29% interest in the Company.

3. (b) the Shares will be issued on conversion of the Convertible Loan advanced under the terms of the Convertible Loan Agreement and in any event no later than 3 months after the date of the Meeting (or such later date as permitted by any ASX waiver or modification of the ASX Listing Rules). It is anticipated that the Shares will be issued progressively. Refer to Schedule 2 for a summary of the material terms of the Convertible Loan Agreement;

4. (c)

5. the conversion price will be equal to $0.04 per Share.

6. (d) the Shares will be issued to TCR which is not a related party of the Company;

7. (e) the Shares will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares; and

8. (f) the Company will apply the loan advanced under the terms of the Convertible Loan Agreement towards the acquisition of a further interest in the Cliff Head Oil Project, Perth Basin, Western Australia and for general working capital.

3. RESOLUTIONS 4 - 7 – ISSUE OF SECURITIES TO RELATED PARTIES

The Company has agreed, subject to obtaining Shareholder approval, to issue:

• (a) pursuant to Resolutions 4 and 5, 2,000,000 Shares to each of Messrs Bromley and Towner ( Related Parties ) on the terms and conditions set out below; and

• (b) pursuant to Resolutions 6 and 7, 2,000,000 performance shares to each of Messrs Bromley and Towner on the terms and conditions set out below,

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( Related Party Securities ).

For a public company, or an entity that the public company controls, to give a financial benefit to a related party of the public company, the public company or entity must:

• (c) obtain the approval of the public company’s members in the manner set out in sections 217 to 227 of the Corporations Act; and

• (d) give the benefit within 15 months following such approval,

unless the giving of the financial benefit falls within an exception set out in sections 210 to 216 of the Corporations Act.

The grant of the Related Party Securities constitutes giving a financial benefit and Messrs Bromley and Towner are related parties of the Company by virtue of being Directors.

In addition, ASX Listing Rule 10.11 also requires shareholder approval to be obtained where an entity issues, or agrees to issue, securities to a related party, or a person whose relationship with the entity or a related party is, in ASX’s opinion, such that approval should be obtained unless an exception in ASX Listing Rule 10.12 applies.

It is the view of the Company that the exceptions set out in sections 210 to 216 of the Corporations Act and ASX Listing Rule 10.12 do not apply in the current circumstances. Accordingly, Shareholder approval is sought for the grant of Related Party Securities to the Related Parties.

3.2 Shareholder Approval (Chapter 2E of the Corporations Act and Listing Rule 10.11)

Pursuant to and in accordance with the requirements of section 219 of the Corporations Act and ASX Listing Rule 10.13, the following information is provided in relation to the proposed grant of Related Party Securities:

• (a) the related parties are Messrs Bromley and Towner and they are related parties by virtue of being Directors;

• (b) the maximum number of Related Party Securities (being the nature of the financial benefit being provided) to be granted to the Related Parties is:

• (i) 2,000,000 Shares and 2,000,000 Performance Shares to Mr Bromley;

• (ii) 2,000,000 Shares and 2,000,000 Performance Shares to Mr Towner;

• (c) the Related Party Securities will be granted to the Related Parties no later than 1 month after the date of the Meeting (or such later date as permitted by any ASX waiver or modification of the ASX Listing Rules) and it is anticipated the Related Party Shares will be issued on one date;

• (d) the Related Party Securities will be granted for nil cash consideration, accordingly no funds will be raised;

• (e) the Shares will be issued on the same terms and conditions as the Shares already on issue;

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• (f) the terms and conditions of the Performance Shares are set out in Schedule 3;

• (g) the value of the Related Party Securities is set out in Schedule 4;

• (h) the relevant interests of the Related Parties in securities of the Company are set out below:

Related Party	Shares	Options
Darren Bromley	6,725,773	Nil
Robert Towner	8,172,686	Nil

• (i) the remuneration and emoluments from the Company to the Related Parties for the previous financial year and the proposed remuneration and emoluments for the current financial year are set out below:

Related Party	Current Financial Year	Previous Financial Year
Darren Bromley	$350,000	$197,056
Robert Towner	$350,000	$225,562

• (j) if the Related Party Shares are issued this will increase the number of Shares on issue from 167,131,840 to 171,131,840 (assuming that no securities are exercised and no other Shares are issued) with the effect that the shareholding of existing Shareholders would be diluted by an aggregate of 2.34%, comprising 1.17% by Mr Bromley and 1.17% by Mr Towner.

• (k) if the Related Party Performance Shares granted to the Related Parties are exercised, a total of 4,000,000 Shares would be issued. Assuming the maximum of Shares are issued under this Notice, this will increase the number of Shares on issue from 167,131,840 to 175,131,840 (assuming that no other securities are exercised and no other Shares are issued apart from the 4,000,000 contemplated by this Resolution) with the effect that the shareholding of existing Shareholders would be diluted by an aggregate of approximately 2.28%, comprising approximately 1.14% by Mr Bromley and 1.14% by Mr Towner.

(l) the trading history of the Shares on ASX in the 12 months before the date of this Notice is set out below:

	Price	Date
Highest	17.0 cents	11 September 2017
Lowest	2.5 cents	11 November 2016
Last	15 cents	13 September 2017

(m) the primary purpose of the grant of the Related Party Securities to the Related Parties is to provide a performance linked incentive component in the remuneration package for the Related Parties to motivate and reward the performance of the Related Parties in their respective roles as Directors;

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• (n) Mr Bromley declines to make a recommendation to Shareholders in relation to Resolutions 4 and 6 due to his material personal interest in the outcome of the Resolutions on the basis that he is to be granted Related Party Shares in the Company should Resolutions 4 and 6 be passed. However, in respect of Resolutions 5 and 7, Mr Bromley recommends that Shareholders vote in favour of those Resolutions for the following reasons:

• (i) the grant of Related Party Securities to the Related Parties will align the interests of the Related Parties with those of Shareholders;

• (ii) the grant of the Related Party Securities is a reasonable and appropriate method to provide cost effective remuneration as the non-cash form of this benefit will allow the Company to spend a greater proportion of its cash reserves on its operations than it would if alternative cash forms of remuneration were given to the Related Parties; and

• (iii) it is not considered that there are any significant opportunity costs to the Company or benefits foregone by the Company in granting the Related Party Securities upon the terms proposed;

• (o) Mr Towner declines to make a recommendation to Shareholders in relation to Resolutions 5 and 7 due to his material personal interest in the outcome of the Resolutions on the basis that he is to be granted Related Party Securities in the Company should Resolutions 5 and 7 be passed. However, in respect of Resolutions 4 and 6, Mr Towner recommends that Shareholders vote in favour of those Resolutions for the reasons set out in paragraph (n);

• (p) with the exception of Messrs Bromley and Towner, no other Director has a personal interest in the outcome of Resolutions 4 to 7;

• (q) Edward Farrell recommends that Shareholders vote in favour of Resolutions 4 to 7 for the reasons set out in paragraph (n);

• (r) in forming their recommendations, each Director considered the experience of each other Related Party, the current market price of Shares, the terms of the Performance Shares and the current market practices when determining the number of Related Party Securities to be granted; and

• (s) the Board is not aware of any other information that would be reasonably required by Shareholders to allow them to make a decision whether it is in the best interests of the Company to pass Resolutions 4 to 7.

Approval pursuant to ASX Listing Rule 7.1 is not required in order to issue the Related Party Securities (or convert the Related Party Performance Shares) to the Related Parties as approval is being obtained under ASX Listing Rule 10.11. Accordingly, the issue of Related Party Shares to the Related Parties will not be included in the 15% calculation of the Company’s annual placement capacity pursuant to ASX Listing Rule 7.1.

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GLOSSARY

$ means Australian dollars.

ASIC means the Australian Securities & Investments Commission.

ASX means ASX Limited (ACN 008 624 691) or the financial market operated by ASX Limited, as the context requires.

ASX Listing Rules means the Listing Rules of ASX.

Board means the current board of directors of the Company.

Business Day means Monday to Friday inclusive, except New Year’s Day, Good Friday, Easter Monday, Christmas Day, Boxing Day, and any other day that ASX declares is not a business day.

Chair means the chair of the Meeting.

Company means Triangle Energy (Global) Limited (ACN 110 411 428).

Constitution means the Company’s constitution.

Convertible Loan means the convertible loan agreement between the Company and TCR, a summary of which is set out in Schedule 2 to this Notice.

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the current directors of the Company.

Explanatory Statement means the explanatory statement accompanying the Notice.

General Meeting or Meeting means the meeting convened by the Notice.

Notice or Notice of Meeting means this notice of meeting including the Explanatory Statement and the Proxy Form.

Proxy Form means the proxy form accompanying the Notice.

Resolutions means the resolutions set out in the Notice, or any one of them, as the context requires.

Section means a section of the Explanatory Statement.

Share means a fully paid ordinary share in the capital of the Company.

Shareholder means a registered holder of a Share.

TCR means Tamarind Classic Resources Private Limited.

US $ means the currency of the United States of America.

VWAP means volume weighted average price.

WST means Western Standard Time as observed in Perth, Western Australia.

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SCHEDULE 1 – SUMMARY OF OPTIONS

(a) Entitlement

Each Option entitles the holder to subscribe for one Share upon exercise of the Option.

(b) Exercise Price

Subject to paragraph (j), the amount payable upon exercise of each Option will be $0.06 ( Exercise Price ).

(c) Expiry Date

Each Option will expire at 5:00 pm (WST) on 29 March 2019 ( Expiry Date ). An Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.

(d) Exercise Period

The Options are exercisable at any time on or prior to the Expiry Date ( Exercise Period ).

(e) Notice of Exercise

The Options may be exercised during the Exercise Period by notice in writing to the Company in the manner specified on the Option certificate ( Notice of Exercise ) and payment of the Exercise Price for each Option being exercised in Australian currency by electronic funds transfer or other means of payment acceptable to the Company.

(f) Exercise Date

A Notice of Exercise is only effective on and from the later of the date of receipt of the Notice of Exercise and the date of receipt of the payment of the Exercise Price for each Option being exercised in cleared funds ( Exercise Date ).

(g) Timing of issue of Shares on exercise

Within 15 Business Days after the Exercise Date, the Company will:

• (i) allot and issue the number of Shares required under these terms and conditions in respect of the number of Options specified in the Notice of Exercise and for which cleared funds have been received by the Company;

• (ii) if required, give ASX a notice that complies with section 708A(5)(e) of the Corporations Act, or, if the Company is unable to issue such a notice, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors; and

• (iii) if admitted to the official list of ASX at the time, apply for official quotation on ASX of Shares issued pursuant to the exercise of the Options.

If a notice delivered under (g)(ii) for any reason is not effective to ensure that an offer for sale of the Shares does not require disclosure to investors, the Company

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must, no later than 20 Business Days after becoming aware of such notice being ineffective, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors.

(h) Shares issued on exercise

Shares issued on exercise of the Options rank equally with the then issued shares of the Company.

(i) Quotation of Shares issued on exercise

If admitted to the official list of ASX at the time, application will be made by the Company to ASX for quotation of the Shares issued upon the exercise of the Options.

(j) Reconstruction of capital

If at any time the issued capital of the Company is reconstructed, all rights of an Option holder are to be changed in a manner consistent with the Corporations Act and the ASX Listing Rules at the time of the reconstruction.

(k) Participation in new issues

There are no participation rights or entitlements inherent in the Options and holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Options without exercising the Options.

(l) Change in exercise price

An Option does not confer the right to a change in Exercise Price or a change in the number of underlying securities over which the Option can be exercised.

(m) Unquoted

The Company will not apply for quotation of the Options on ASX.

(n) Transferability

The Options are transferable subject to any restriction or escrow arrangements imposed by ASX or under applicable Australian securities laws.

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SCHEDULE 2 – SUMMARY OF CONVERTIBLE LOAN AGREEMENT

The material terms of the Convertible Loan Agreement are as follows:

• (a) Loan : TCR has agreed to loan to the Company the principal amount of US$1,215,000 ( Loan ).

• (b) Purpose : The Loan must be applied towards the acquisition of a part interest in the Cliff Head Oil Project, Perth Basin, Western Australia and general working capital of the Company.

• (c) Interest : Interest will accrue on the Loan at a rate of 10% per annum. Interest is payable quarterly in arrears.

• (d) Repayment : The Loan and any accrued but unpaid interest is repayable on 31 March 2018. The Company may repay the Loan prior to 31 March 2018 on 30 days’ written notice to TCR.

• (e) Facility Fee : The Company must pay a facility fee of US$120,000 to TCR on the date of drawdown of the Loan.

• (f) Security : The obligations of the Company under the Convertible Loan Agreement are secured by a charge over all of the assets of the Company.

• (g) Conversion : TCR may elect at any time prior to the repayment date of 31 March 2018 to convert the Loan (or part thereof) into Shares at a conversion price equal to A$0.04 per Share ( Conversion Price ). TCR may exercise its conversion rights as many times as it chooses by the delivery of multiple conversion notices. If TCR exercises its right to convert the Loan (or part thereof), the Company must issue to TCR the number of Shares equal to the amount of the Loan to be converted divided by the Conversion Price, provided that the Company shall not be required to issue to TCR any Shares on conversion to the extent that the voting power of TCR in the Company would exceed 19.9%.

• (h) Options : on the date of execution of the Convertible Loan Agreement, the Company is required to grant to TCR 6,000,000 Options exercisable at A$0.06 each on or 29 March 2019.

• (i) Other terms : the Convertible Loan otherwise contains provisions considered standard for an agreement of this nature.

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SCHEDULE 3 – TERMS OF PERFORMANCE SHARES

1. Issue Price

Each performance share ( Performance Share ) will be issued for nil cash consideration.

2. Rights

• (a) ( Performance Shares ) Each Performance Share is a share in the capital of the Company.

• (b) ( General meetings ) Each Performance Share confers on the holder ( Holder ) the right to receive notices of general meetings and financial reports and accounts of the Company that are circulated to holders of fully paid ordinary shares in the capital of the Company ( Shareholders ). Holders have the right to attend general meetings of Shareholders.

• (c) ( No voting rights ) A Performance Share does not entitle the Holder to vote on any resolutions proposed by the Company except as otherwise required by law.

• (d) ( No dividend rights ) A Performance Share does not entitle the Holder to any dividends.

• (e) ( No rights to return of capital ) A Performance Share does not entitle the Holder to a return of capital, whether in a winding up, upon a reduction of capital or otherwise.

• (f) ( Rights on winding up ) A Performance Share does not entitle the Holder to participate in the surplus profits or assets of the Company upon winding up.

• (g)

• ( Not transferable ) A Performance Share is not transferable.

• (h) ( Reorganisation of capital ) If at any time the issued capital of the Company is reconstructed, all rights of a Holder will be changed to the extent necessary to comply with the applicable ASX Listing Rules at the time of reorganisation.

• (i) ( Application to ASX ) The Performance Shares will not be quoted on ASX. However, if the Company is listed on ASX at the time of conversion of the Performance Shares into fully paid ordinary shares ( Shares ), the Company must within 10 Business Days apply for the official quotation of the Shares arising from the conversion on ASX.

• (j) ( Participation in entitlements and bonus issues ) A Performance Share does not entitle a Holder (in their capacity as a holder of a Performance Share) to participate in new issues of capital offered to holders of Shares such as bonus issues and entitlement issues.

• (k) ( No other rights ) A Performance Share gives the Holders no rights other than those expressly provided by these terms and those provided at law where such rights at law cannot be excluded by these terms.

3. Conversion of the Performance Shares

• (a) ( Conversion on achievement of milestone ) Subject to paragraph (b)(i), a Performance Share in the relevant class will convert into one Share upon achievement of the following milestones (each referred to as a Milestone):

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Performance Share	Milestone
Milestone A	The volume weighted average price of Shares as traded on ASX over a period of 20 consecutive trading days is $0.10 or above.
Milestone B	The volume weighted average price of Shares as traded on ASX over a period of 20 consecutive trading days is $0.15 or above.

(b) ( Conversion on change of control ) Subject to paragraph (i) and notwithstanding the relevant Milestone has not been satisfied, upon the occurrence of either:

• (i) a takeover bid under Chapter 6 of the Corporations Act 2001 (Cth) having been made in respect of the Company having received acceptances for more than 50% of the Company’s shares on issue and being declared unconditional by the bidder; or

• (ii) a Court granting orders approving a compromise or arrangement for the purposes of or in connection with a scheme of arrangement for the reconstruction of the Company or its amalgamation with any other company or companies,

that number of Performance Shares that is equal to 10% of the Shares on issue immediately following conversion under this paragraph will convert into an equivalent number of Shares. The conversion will be completed on a pro rata basis across each class of Performance Shares then on issue as well as on a pro rata basis for each Holder. Performance Shares that are not converted into Shares under this paragraph will continue to be held by the Holders on the same terms and conditions.

(i) ( Deferral of conversion if resulting in a prohibited acquisition of Shares ) If the conversion of a Performance Share under paragraph (a) or (b) would result in any person being in contravention of section 606(1) of the Corporations Act 2001 (Cth) ( General Prohibition ) then the conversion of that Performance Share shall be deferred until such later time or times that the conversion would not result in a contravention of the General Prohibition. In assessing whether a conversion of a Performance Share would result in a contravention of the General Prohibition:

• (i) Holders may give written notification to the Company if they consider that the conversion of a Performance Share may result in the contravention of the General Prohibition. The absence of such written notification from the Holder will entitle the Company to assume the conversion of a Performance Share will not result in any person being in contravention of the General Prohibition.

• (ii) The Company may (but is not obliged to) by written notice to a Holder request a Holder to provide the written notice referred to in paragraph (i)(i) within seven days if the Company considers that the conversion of a Performance Share may result in a contravention of the General Prohibition. The absence of such written notification from the Holder will entitle the Company to assume the conversion of a Performance Share will not result in any person being in contravention of the General Prohibition.

• (ii) ( Redemption if Milestone not achieved ) If the relevant Milestone is not achieved by the required date, then each Performance Share in that class will be

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automatically redeemed by the Company for the sum of $0.00001 within 10 Business Days of non- satisfaction of the Milestone.

• (iii) ( Conversion procedure ) The Company will issue the Holder with a new holding statement for any Share issued upon conversion of a Performance Share within 10 Business Days following the conversion.

• (iv) ( Ranking upon conversion ) The Share into which a Performance Share may convert will rank pari passu in all respects with existing Shares.

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SCHEDULE 4 – VALUATION OF RELATED PARTY SECURITIES

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PO Box 1908 West Perth WA 6872 Australia

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1 September 2017

Level 2, 1 Walker Avenue West Perth WA 6005 Australia

Tel: +61 8 9481 3188 Fax: +61 8 9321 1204

The Directors

Triangle Energy Limited

ABN: 42 128 908 289 AFS Licence No: 448697 www.stantons.com.au

Unit 7, 589 Stirling Highway

COTTESLOE WA 6011

Dear Sirs

At the request of Darren Bromley on behalf of Triangle Energy Limited (“the Company” or “Triangle”) received on 31 August 2017, Stantons International Securities Pty Ltd hereby set out technical valuations of the following:

• 1) 2,000,000 performance shares (“Performance Shares”) to be granted to Darren Bromley with two market based milestone performance conditions as noted below; and

• 2) 2,000,000 Performance Shares to be granted to Robert Towner with two market based milestone performance conditions as noted below.

The above Performance Shares needs to be valued for use in notice of the general meeting and is subject to the Shareholders’ approval in the proposed general meeting to be held in early to mid-October 2017.

In addition, we have been requested to ascribe a value to the 2,000,000 ordinary shares to be issued to Darren Bromley and the 2,000,000 ordinary shares to be issued to Robert Towner.

Performance Shares to be granted to Darren Bromley and Robert Towner

1. The Performance Shares will convert into Triangle ordinary shares subject to the following milestones as follows:

Milestone A	The volume weighted average price of Shares as traded on ASX over a period of 20 consecutive trading days is $0.10.
Milestone B	The volume weighted average price of Shares as traded on ASX over a period of 20 consecutive trading days is $0.15.

1. The Performance Shares will convert into Triangle ordinary shares in the Company upon the satisfaction of Milestone Conditions that are Market Based as disclosed above.

Liability limited by a scheme approved under Professional Standards Legislation

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1. The Performance Shares will not convert if the milestones set out in paragraph 1 above are not satisfied within the stipulated timeframes - Milestone A by 30 June 2018 and Milestone B by 31 December 2018.

2. The Performance Shares will be issued for nil cash consideration. Accordingly, no funds will be raised from the issue of the Performance Shares.

3. The shares to be issued in the event of conversion of the Performance Shares shall rank equally in all respects (including, without limitation, rights relating to dividends) with other issued Shares, will be issued credited as fully paid, will be duly authorised and issued by all necessary corporate action and will be issued free from all liens, charges and encumbrances whether known about or not including statutory and other pre-emptive rights and any transfer restrictions.

4. In effect, the initial undiscounted value of the Performance Shares is the value of an underlying share in the Company as traded on ASX at the date of issue of the Performance Shares. For the purpose of this valuation based on deemed date of the grant being 31 August 2017 we have used 10.0 cents. This valuation is made for the purpose of its inclusion in the notice of general meeting and is subject to the Shareholders’ approval in the proposed general meeting to held in early to mid-October 2017 and hence these Performance Shares need to be re-valued on their grant date i.e. the date of the general meeting.

5. As the Performance Shares have market based performance conditions, under International Financial Reporting Standards (‘IFRS”), a discount is generally applied in valuing the grant at the grant date for not meeting the performance conditions. A discount is only applied where performance conditions are market based or are predominately market based. The valuation noted below is not necessarily the market price that the Performance Shares could be traded at and it is not automatically the market price for taxation purposes. The recipients of these Performance Shares should seek their own tax advice as to the tax treatment of receiving Performance Shares in Triangle and the values for taxation purposes. Under IFRS, the Company’s Directors at the date of issue of the Performance Shares will need to estimate the date when each milestone condition will be met and account for the value over the period from date of issue to the date the milestone conditions will be met. The underlying value is the initial value of an underlying ordinary share in Triangle trading on ASX but it is necessary to ascribe a discount as noted below that is related to the market based performance condition.

6. The underlying value of a Triangle share trading on ASX as at 31 August 2017 was around 10.0 cents and thus this is the underlying value (before the discounts noted below) of a Performance Share in Triangle. Thus for the purposes of the valuation, the 4,000,000 undiscounted Performance Shares in Triangle have an underlying value of $400,000 based on the closing share price on 31 August 2017 of 10.0 cents.

The low share price of a Triangle shares as traded on ASX over the past 12 months to 31 August 2017 has been 2.5 cents and the high share price has been 13.5 cents. Over the past two months to 31 August 2017, the low share price was 5.0 cents and the high was 12.0 cents. The share price fluctuates depending on the announcements made to the ASX on its energy assets, including drilling results. Future prices may fall or rise depending on exploration/drilling results. Trading volumes (of shares in Triangle as traded on ASX) are sufficient enough to use the ASX share price methodology in valuing a share in Triangle for the purposes of this report.

Thus, in our view, it is fair for the purposes of this report, to ascribe a value to the ordinary shares to be issued to Darren Bromley (2,000,000 ordinary shares) and Robert Towner (2,000,000 ordinary shares) at the current value of 10 cents using the ASX market price methodology but noting that the actual share price of a Triangle Share as traded on ASX at the actual date of issue may be more or less than 10 cents.

1. We believe a discount can be applied to the underlying values as noted above. The Performance Shares have market based conversion (milestone) conditions, in that they cannot convert until a market based related condition/milestone has been met, as noted in paragraph 1. In terms of the A-IFRS Accounting Standard on Share Based payments, where there are market conditions, a discount is applied to take into account the probability of the Performance Shares not meeting conversion milestones so that ordinary shares may be issued. On the assumption that there was a 100% probability that the conversion condition would be

Triangle Performance Shares & Options Valuation 1 September 20217

achieved, then no discount would be applied to the value of a Triangle share as at 31 August 2017.

On the assumption that there was a 0% probability that milestone conversion conditions (market based condition only) would be achieved, then a 100% discount would be applied to the 31 August 2017 value of a Triangle share trading on ASX.

It is noted that the Performance Shares will not be listed and thus arguably a further discount for non-listed status could be applied of between 20% and 30%.

No. of Performance Rights	Deemed Grant Date	Share price at grant date (cents) –on 31 August 2017 (being deemed grant date)	Milestone Conversion Condition - converting provided it reaches 20 consecutive days	No. of times the milestone conversion price is greater than share price as at 31 August 2017	Discount for milestone conversion price barrier applied to fair value based on 31 August 2017 Share price
Milestone A 2,000,000	31 August 2017	10.0	10.0	nil	nil%
Milestone B 2,000,000	31 August 2017	10.0	15.0	1.5	25%

1. In relation to the Performance Shares that have the Milestone A market condition as noted above, we conclude that the discounted value of one Milestone A Performance Share as at 31 August 2017 is 10.0 cents. In relation to the Performance Shares that have the Milestone B market condition as noted above, we conclude that the discounted value of one Milestone B Performance Share as at 31 August 2017 is 7.5 cents.

Should you wish to discuss the above, do not hesitate to contact me.

Yours faithfully

STANTONS INTERNATIONAL SECURITIES PTY LTD

(Trading as Stantons International Securities)

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John Van Dieren

Director and Principal Corporate Consulta

Triangle Performance Shares & Options Valuation 1 September 20217

• GM Registration Card Holder Number:

• Vote by Proxy: TEG ✓ ✓ ✓

• Complete the form overleaf in accordance with the instructions set out below.

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Holder Number:

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https://automic.com.au/
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