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TRIANGLE ENERGY (GLOBAL) LIMITED Share Issue/Capital Change 2017

Oct 23, 2017

65907_rns_2017-10-23_48c5a0ef-0d5c-4f4a-b0d2-222de6f199b0.pdf

Share Issue/Capital Change

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23 October 2017
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ASX Compliance Pty Ltd Level 40, Central Park 152 – 158 St Georges Tce Perth WA 6000

Dear Sir / Madam

Appendix 3B

Triangle Energy (Global) Limited ( Triangle or, the Company ) (ASX: TEG) has allotted of 8,900,000 fully paid ordinary shares ( Shares ) as follows:

  • 8,000,000 Ordinary shares issued pursuant to shareholder approval for resolutions 4, 5, 7 and 8 of the Notice of Meeting ( NOM ) dated 13 September 2017;

  • 900,000 Ordinary shares issued under LR 7.1; and,

  • 4,000,000 Performance shares immediately vesting to ordinary shares

Approval of Resolutions 4 and 5 of the NOM relates to the immediate issue of 2,000,000 ordinary shares to each of Messrs Darren Bromley and Robert Towner.

Approval of Resolutions 7 and 8 of the NOM relate to performance shares with risk of forfeiture and vesting conditions as follows:

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.

The Company advises that the performance criteria for both Milestone A and B have both been met.

Refer to the attached Appendix 3B and notice under section 708A(5)(e) of the Corporations Act 2001.

Should you have any questions please do not hesitate to contact me.

Yours sincerely

[Signed electronically without signature]

Darren Bromley Director / Company Secretary Triangle Energy (Global) Limited

triangleenergy.com.au

Triangle Energy (Global) Limited ABN 52 110 411 428 Unit 7/589 Stirling Hwy Cottesloe WA 6011 PO Box 337 Cottesloe WA 6911 Australia T +61 8 9286 8300 F +61 8 9385 5184

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

New issue announcement, application for quotation of additional securities and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

Introduced 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12, 04/03/13

Name of entity

Triangle Energy (Global) Limited

ABN

52 110 411 428

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

1
+Class of +securities issued or to be
issued
2
Number of+securities issued or to be
issued (if known) or maximum
number which may be issued
3
Principal terms of the+securities
(e.g. if options, exercise price and
expiry date; if partly paid+securities,
the amount outstanding and due dates
for
payment;
if
+convertible
securities, the conversion price and
dates for conversion)
4
Do the+securities rank equally in all
respects from the+issue date with an
existing+class of quoted+securities?
If the additional+securities do not
rank equally, please state:
• the date from which they do
• the
extent
to
which
they
participate for the next dividend,
(in the case of a trust, distribution)
or interest payment
• the extent to which they do not
rank equally, other than in
relation to the next dividend,
distribution or interest payment
A. Fully Paid Ordinary Shares
B. Performance Shares
C. Performance Shares (immediately vesting)
A. 8,900,000 Ordinary Shares
B. 4,000,000 Unlisted Performance Shares
C. (4,000,000) Unlisted Performance Shares
A. Fully Paid Ordinary Shares ranking equally with
existing ordinary shares
B. Unlisted Performance Shares with various
performance vesting criteria as per Notice of
Meeting dated 13 September 2017
C. Conversion of Unlisted Performance Shares with
various vesting criteria on 23 October 2017
A. Yes
B. N/A
C. N/A
5
Issue price or consideration
6
Purpose of the issue
(If issued as consideration for the
acquisition of assets, clearly identify
those assets)
6a
Is the entity an+eligible entity that
has obtained security holder approval
under rule 7.1A?
If Yes, complete sections 6b – 6h_in_
relation to the+securities the subject
of this Appendix 3B, and comply with
section 6i
6b
The
date
the
security
holder
resolution under rule 7.1A was
passed
6c
Number of+securities issued without
security holder approval under rule
7.1
6d
Number of+securities issued with
security holder approval under rule
7.1A
6e
Number of+securities issued with
security holder approval under rule
7.3, or another specific security
holder approval (specify date of
meeting)
6f
Number of+securities issued under
an exception in rule 7.2
6g
If+securities issued under rule 7.1A,
was issue price at least 75% of 15 day
VWAP as calculated under rule
7.1A.3? Include the+issue date and
both values. Include the source of the
VWAP calculation.
6h
If+securities were issued under rule
7.1A for non-cash consideration,
state date on which valuation of
consideration was released to ASX
Market Announcements
A. 8,000,000 for nil consideration
800,000 in lei of fees - $0.09 per share ($72,000)
100,000 in lei of fees - $0.185 per share ($18,500)
B.Nil consideration, issued with performance
criteria
C.N/A – Performance Shares vested
A. 8,000,000 issued to Directors for a performance
linked incentive
800,000 issued in lei of cash as a capital raising
fee
100,000 issued in lei of cash as a consulting fee
B. 4,000,000 issued to Directors for performance
linked incentives
C. (4,000,000) vested to Directors
Yes
30 November 2016 (approved at 2016 AGM)
900,000 Fully Paid Ordinary Shares
Nil
Nil
Nil
N/A
N/A
  • See chapter 19 for defined terms.

Appendix 3B Page 2

04/03/2013

6i
Calculate the entity’s remaining issue
capacity under rule 7.1 and rule 7.1A
– complete Annexure 1 and release to
ASX Market Announcements
7
+Issue dates
Note: The issue date may be prescribed by ASX
(refer to the definition of issue date in rule 19.12).
For example, the issue date for a pro rata
entitlement issue must comply with the applicable
timetable in Appendix 7A.
Cross reference: item 33 of Appendix 3B.
LR 7.1 capacity: 23,654,114
LR 7.1A capacity: 2,834,401
23 October 2017
8
Number and+class of all+securities
quoted on ASX (_including_the
+securities in section 2 if applicable)
9
Number and+class of all+securities
not quoted on ASX (_including_the
+securities in section 2 if applicable)
10
Dividend policy (in the case of a
trust, distribution policy) on the
increased capital (interests)
Number +Class
192,426,285 Ordinary Shares
Number +Class
6,000,000 Unlisted Options
exercisable at $0.06
expiring on 29 March
2019
N/A

Part 2 - Pro rata issue

art 2 - Pro rata issue
11
Is security holder approval required?
12
Is the issue renounceable or non-
renounceable?
13
Ratio in which the+securities will be
offered
14
+Class of+securities to which the
offer relates
15
+Record
date
to
determine
entitlements
16
Will holdings on different registers (or
subregisters)
be
aggregated
for
calculating entitlements?
17
Policy for deciding entitlements in
relation to fractions
18
Names of countries in which the entity
has security holders who will not be
sent new offer documents
Note: Security holders must be told how their
entitlements are to be dealt with.
Cross reference: rule 7.7.
19
Closing date for receipt of acceptances
or renunciations
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
20
Names of any underwriters
21
Amount of any underwriting fee or
commission
22
Names of any brokers to the issue
23
Fee or commission payable to the
broker to the issue
24
Amount of any handling fee payable
to brokers who lodge acceptances or
renunciations on behalf of security
holders
25
If the issue is contingent on security
holders’ approval, the date of the
meeting
26
Date entitlement and acceptance form
and offer documents will be sent to
persons entitled
27
If the entity has issued options, and the
terms
entitle
option
holders
to
participate on exercise, the date on
which notices will be sent to option
holders
28
Date rights trading will begin (if
applicable)
29
Date rights trading will end (if
applicable)
30
How do security holders sell their
entitlements_in full_through a broker?
31
How do security holders sell_part_of
their entitlements through a broker and
accept for the balance?
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
  • See chapter 19 for defined terms.

Appendix 3B Page 4

04/03/2013

32 How do security holders dispose of N/A their entitlements (except by sale through a broker)? 33 + N/A Issue date

Part 3 - Quotation of securities

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

34 Type of[+] securities ( tick one )

  • (a) +Securities described in Part 1

  • (b)[All other ][+][securities ]

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

35 If the[+] securities are[+] equity securities, the names of the 20 largest holders of the additional[+] securities, and the number and percentage of additional[+] securities held by those holders

36 If the[+] securities are[+] equity securities, a distribution schedule of the additional +securities setting out the number of holders in the categories 1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 and over 37 A copy of any trust deed for the additional[+] securities

Entities that have ticked box 34(b)

38
Number of+securities for which
+quotation is sought
39
+Class of
+securities for which
quotation is sought
40
Do the+securities rank equally in all
respects from the+issue date with an
existing+class of quoted+securities?
If the additional+securities do not
rank equally, please state:
• the date from which they do
• the
extent
to
which
they
participate for the next dividend,
(in
the
case
of
a
trust,
distribution) or interest payment
• the extent to which they do not
rank equally, other than in
relation to the next dividend,
distribution or interest payment
41
Reason for request for quotation now
Example: In the case of restricted securities, end of
restriction period
(if issued upon conversion of another
+security, clearly identify that other
+security)
42
Number and+class of all+securities
quoted on ASX (_including_the
+securities in clause 38)
N/A
N/A
N/A

N/A
Number +Class
N/A N/A
  • See chapter 19 for defined terms.

Appendix 3B Page 6

04/03/2013

Quotation agreement

  • 1 +Quotation of our additional +securities is in ASX’s absolute discretion. ASX may quote the[+] securities on any conditions it decides.

  • 2 We warrant the following to ASX.

  • The issue of the[+] securities to be quoted complies with the law and is not for an illegal purpose.

  • There is no reason why those[+] securities should not be granted[+] quotation.

  • • An offer of the[+] securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.

Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

  • Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any[+] securities to be quoted and that no-one has any right to return any[+] securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the +securities be quoted.

  • If we are a trust, we warrant that no person has the right to return the[+] securities to be quoted under section 1019B of the Corporations Act at the time that we request that the[+] securities be quoted.

  • 3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.

  • 4 We give ASX the information and documents required by this form. If any information or document is not available now, we will give it to ASX before[+] quotation of the +securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

[Signed electronically without signature]

Sign here: .......................................................... Date: 23 October 2017 (Director/Company secretary) Print name: Darren Bromley == == == == ==

  • See chapter 19 for defined terms.

Appendix 3B Page 7

04/03/2013

Appendix 3B – Annexure 1

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

Introduced 01/08/12 Amended 04/03/13

Part 1

Rule 7.1 – Issues exceeding 15% of capital

Step 1: Calculate “A”, the base figure from which the placement capacity is calculated

Part 1 Part 1
Rule 7.1 – Issues exceeding 15% of capital
Step 1: Calculate “A”, the base figure from which the placement capacity is
calculated
Insertnumber of fully paid+ordinary
securities on issue 12 months before the
+issue date or date of agreement to issue
3,495,592,325 (pre consolidation)
139,823,915 (post consolidation equivalent)
Addthe following:
• Number of fully paid+ordinary
securities issued in that 12 month
period under an exception in rule 7.2
• Number of fully paid+ordinary
securities issued in that 12 month
period with shareholder approval
• Number of partly paid+ordinary
securities that became fully paid in that
12 month period
Note:
• Include only ordinary securities here –
other classes of equity securities
cannot be added
• Include here (if applicable) the
securities the subject of the Appendix
3B to which this form is annexed
• It may be useful to set out issues of
securities on different dates as
separate line items
(Figures are post consolidation equivalent)
400,000 (Employee Share Rights vesting immediately)
6,600,000 (approved 2016 AGM)
6,000,000 (Exercise of $0.0375 options approved 2016 AGM)
14,307,925 (Convertible loan approved 20/10/2017)
8,000,000 (approved 20/10/2017)
Subtractthe number of fully paid
+ordinary securities cancelled during that
12 month period
Nil
“A” 175,131,840
  • See chapter 19 for defined terms.

Appendix 3B Page 8

04/03/2013

Step 2: Calculate 15% of “A”

Step 2: Calculate 15% of “A” Step 2: Calculate 15% of “A”
“B” 0.15
[Note: this value cannot be changed]
Multiply“A” by 0.15 26,269,776
Step 3: Calculate “C”, the amount of placement capacity under rule
7.1 that has already been used
Insertnumber of+equity securities issued
or agreed to be issued in that 12 month
period_not counting_those issued:
• Under an exception in rule 7.2
• Under rule 7.1A
• With security holder approval under
rule 7.1 or rule 7.4
Note:
• This applies to equity securities, unless
specifically excluded – not just ordinary
securities
• Include here (if applicable) the
securities the subject of the Appendix
3B to which this form is annexed
• It may be useful to set out issues of
securities on different dates as
separate line items
1,715,662 (Placement 22/09/2017)
900,000 (Pursuant to this appendix 3B)
“C” 2,615,662
Step 4: Subtract “C” from [“A” x “B”] to calculate remaining
placement capacity under rule 7.1
“A” x 0.15
Note: number must be same as shown in
Step 2
26,269,776
Subtract“C”
Note: number must be same as shown in
Step 3
2,615,662
Total[“A” x 0.15] – “C” = 23,654,114
[Note: this is the remaining placement
capacity under rule 7.1]
  • See chapter 19 for defined terms.

Appendix 3B Page 9

04/03/2013

Part 2

Rule 7.1A – Additional placement capacity for eligible entities

Step 1: Calculate “A”, the base figure from which the placement capacity is calculated

“A” 175,131,840 Note: number must be same as shown in Step 1 of Part 1 Step 2: Calculate 10% of “A” “D” 0.10 Note: this value cannot be changed Multiply “A” by 0.10 17,513,184

Step 3: Calculate “E”, the amount of placement capacity under rule 7.1A that has already been used

  • Insert number of[+] equity securities issued 14,678,783 (Placement pursuant to this App 3B) or agreed to be issued in that 12 month period under rule 7.1A Notes: • This applies to equity securities – not just ordinary securities

  • • Include here – if applicable – the securities the subject of the Appendix 3B to which this form is annexed

  • • Do not include equity securities issued under rule 7.1 (they must be dealt with in Part 1), or for which specific security holder approval has been obtained

  • • It may be useful to set out issues of securities on different dates as separate line items

  • “E” 14,678,783

  • See chapter 19 for defined terms.

Appendix 3B Page 10

04/03/2013

Step 4: Subtract “E” from [“A” x “D”] to calculate remaining
placement capacity under rule 7.1A
“A” x 0.10
Note: number must be same as shown in
Step 2
17,513,184
Subtract“E”
Note: number must be same as shown in
Step 3
14,678,783
Total[“A” x 0.10] – “E” 2,834,401
Note: this is the remaining placement
capacity under rule 7.1A
  • See chapter 19 for defined terms.

Appendix 3B Page 11

04/03/2013

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23 October 2017
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NOTICE UNDER SECTION 708A(5)(e) OF THE CORPORATIONS ACT

Triangle Energy (Global) Limited ( Company ) refers to the issue of 8,900,000 Fully Paid Ordinary Shares on 23 October 2017 pursuant to section 708A(5)(e) of the Corporations Act 2001 ( Act ).

The Company advises that the Act restricts the on-sale of securities issued without disclosure, unless the sale is exempt under the section 708 or 708A. By the Company giving this notice, a sale of the Securities noted above will fall within the exemption in section 708A(5) of the Act.

The Company hereby notifies ASX under paragraph 708A(5)(e) of the Act that:

  • (a) The Company issued the shares without disclosure under Part 6D.2 of the Act;

  • (b) As at 23 October 2017, the Company has complied with the provisions of Chapter 2M of the Act as they apply to the Company, and section 674 of the Act; and

  • (c) As at 23 October 2017, there is no information:

  • (i) that has been excluded from a continuous disclosure notice in accordance with the ASX Listing Rules; and

  • (ii) that investors and their professional advisers would reasonably require for the purpose of making an informed assessment of:

    • A. the assets and liabilities, financial position and performance, profits and losses and prospects of Triangle Energy (Global) Limited; or

    • B. the rights and liabilities attaching to the shares.

Yours sincerely

[Signed electronically without signature]

Darren Bromley Director / CFO / Company Secretary Triangle Energy (Global) Limited

triangleenergy.com.au

Triangle Energy (Global) Limited ABN 52 110 411 428 Unit 7/589 Stirling Hwy Cottesloe WA 6011 PO Box 337 Cottesloe WA 6911 Australia T +61 8 9286 8300 F +61 8 9385 5184