Triangle Energy Global : Entitlement Offer Prospectus

TRIANGLE ENERGY (GLOBAL) LIMITED

ACN 110 411 428

PROSPECTUS

This Prospectus is being issued for a non-renounceable pro rata offer to Eligible Shareholders of four New Shares for every fifteen Shares held on the Record Date, at an issue price of $0.065 each, to raise approximately $3.78 million (Offer).

THE OFFER CLOSES AT 5PM WST ON 6 DECEMBER 2018.*

The Offer is underwritten by Argonaut Capital Limited. Refer to Section 5.2 for details of the underwriting.

This is an important document and requires your immediate attention. It should be read in its entirety. If you are in doubt about what to do, you should contact your professional adviser without delay.

An investment in the Shares offered in connection with this Prospectus should be considered of a speculative nature.

* The Company reserves the right, subject to the Corporations Act, Listing Rules, Underwriting Agreement and other applicable laws to extend the Closing Date without prior notice.

IMPORTANT INFORMATION

This Prospectus is dated 14 November 2018 and was lodged with the ASIC on that date with the consent of all Directors. Neither ASIC nor ASX nor their respective officers take any responsibility for the contents of this Prospectus.

No Shares will be issued on the basis of this Prospectus any later than 13 months after the date of this Prospectus (being the expiry date of this Prospectus).

A copy of this Prospectus is available for inspection at the registered office of the Company at Suite 2, Ground Floor, 100 Havelock Street, West Perth, Western Australia, 6005, during normal business hours.

The Prospectus will be made available in electronic form. Persons having received a copy of this Prospectus in its electronic form may obtain an additional paper copy of this Prospectus (free of charge) from the Company's registered office by contacting the Company. The Offer contemplated by this Prospectus is only available in electronic form to persons receiving an electronic version of this Prospectus within Australia.

Applications for New Shares will only be accepted on an Application Form attached to or provided by the Company with a copy of this Prospectus either in paper or electronic form. The Corporations Act prohibits any person from passing on to another person an Application Form unless it is accompanied by a complete and unaltered copy of this Prospectus.

No person is authorised to give any information or to make any representation in connection with the Offer in this Prospectus. Any information or representation not so contained may not be relied on as having been authorised by the Company in connection with the Offer.

The distribution of this Prospectus in jurisdictions outside Australia may be restricted by law and therefore persons into whose possession this document comes should seek advice on and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of those laws. This Prospectus does not constitute an offer of Shares in any jurisdiction where, or to any person to whom, it would be unlawful to issue this Prospectus.

This document is important and should be read in its entirety before deciding to participate in the Offer. This does not take into account the investment objectives, financial or taxation or particular needs of any Applicant. The Shares offered by this Prospectus should be considered speculative. Please refer to Section 4 for details relating to investment risks. Before making any investment in the Company, each Applicant should consider whether such an investment is appropriate to his/her particular needs, and considering their individual risk profile for speculative investments, investment objectives and individual financial circumstances. Each Applicant should consult his/her stockbroker, solicitor, accountant or other professional adviser without delay. Some of the risk factors that should be considered by Shareholders and potential investors are outlined in Section 4.

This Prospectus includes forward looking statements that have been based on current expectations about future acts, events and circumstances. These forward-looking statements are, however, subject to risks, uncertainties and assumptions that could cause those acts, events and circumstances to differ materially from the expectations described in the forward-looking statements.

Definitions of certain terms used in this Prospectus are contained in Section 7. All references to currency are to Australian dollars and all references to time are to WST, unless otherwise indicated. Revenues and expenditures disclosed in this Prospectus are recognised exclusive of the amount of goods and services tax, unless otherwise disclosed.

TABLE OF CONTENTS

Section

Page No.

Important Information ...................................................................................... i

Table of Contents ........................................................................................... ii

Corporate Directory ........................................................................................ 1

Proposed Timetable ........................................................................................ 2

CHAIRMAN'S LETTER ........................................................................................ 3

Investment Overview ....................................................................................... 5

• 1. Details of the Offer ............................................................................. 10

• 2. Action required by Shareholders ............................................................ 19

• 3. Effect of the Offer .............................................................................. 22

• 4. Risk Factors ...................................................................................... 25

• 5. Additional information ........................................................................ 31

• 6. Directors' Statement and Consent .......................................................... 41

• 7. Glossary ........................................................................................... 42

CORPORATE DIRECTORY

Directors

• Mr Edward (Ted) Farrell

• Mr Robert Towner

• Mr Darren Bromley

• Mr Jason Peacock

• Mr Wai-lid Wong

• Mr Timothy MoncktonNon-Executive Chairman Executive Director Executive Director Non-Executive Director Non-Executive Director Non-Executive Director

Company Secretary

Ms Lucy Rowe

Registered Office

Suite 2, Ground Floor

100 Havelock Street West Perth WA 6005

Underwriter

Argonaut Capital Limited Level 30, Allendale Square 77 St Georges Terrace

Perth WA 6000

AFSL 221 476

Solicitors

Telephone:	[phone]	Bellanhouse
Email:	[e-mail]	Level 19, Alluvion, 58 Mounts Bay Road
Website:	www.triangleenergy.com.au	Perth WA 6000
ASX Code: TEG	Auditor*
HLB Mann Judd (WA) Partnership
Share Registry*	Level 4, 130 Stirling Street
Automic	Perth WA 6000

Level 5, 126 Phillip Street Sydney NSW 2000

Telephone: [phone] (within Australia)

[phone] (outside Australia)

* These entities are included for information purposes only. They have not been involved in the preparation of this Prospectus.

PROPOSED TIMETABLE

Event	Date
Lodgement of Prospectus with ASIC and ASX Lodgement of Appendix 3B with ASX Notice of Offer sent to Option holders	14 November 2018
Notice of Offer sent to Shareholders	14 November 2018
Shares quoted on an "Ex" basis	16 November 2018
Record date for determining Entitlements	19 November 2018
Prospectus and Application Form despatched to Eligible Shareholders	21 November 2018
Last day to extend the Offer closing date	3 December 2018
Closing Date of Offer	6 December 2018
New Shares quoted on a deferred settlement basis	7 December 2018
Announcement of shortfall	7 December 2018
Issue date of New Shares Deferred settlement trading ends	13 December 2018
New Shares quoted on an ordinary settlement basis	14 December 2018

Note

All dates (other than the date of the Prospectus and the date of lodgement of the Prospectus with ASIC and ASX) are indicative only. The Company reserves the right, subject to the Corporations Act, Listing Rules and Underwriting Agreement and other applicable laws, to vary the dates of the Offer, including extending the Closing Date or accepting late applications, either generally or in particular cases, without notice.