TRIPLE ENERGY : TO ACQUIRE NATURAL HYDROGEN PROJECT

ASX ANNOUNCEMENT 8 APRIL 2022

TRIPLE ENERGY TO ACQUIRE NATURAL

HYDROGEN PROJECT

• • The Company enters into a binding term sheet with Neutralysis Industries Pty Ltd to make recommended offers to its shareholders

• • The acquisition of Neutralysis Industries Pty Ltd marks the beginning of the Company's mission to acquire, develop and operate future-ready energy projects, with a focus on pioneering the exploration and production of naturally occurring hydrogen

• • The Company has completed a $650,000 capital raising via the issue of convertible notes to sophisticated and professional investors

• • Industry expert Avon McIntyre joins the Board as Executive Director and Chief Technical Officer

• • Name change to "HyTerra Limited" with the ASX code to also change to "HYT"

• • The Company is at an advanced stage in discussions to dispose of its shareholding in CFT Heilongjiang (HK) Ltd (CFT) for a nominal sum

Triple Energy Limited (ASX:TNP) (Company or TNP) (to be renamed HyTerra Limited™) is pleased to announce that it has executed a binding term sheet pursuant to which the Company has agreed with Neutralysis Industries Pty Ltd ACN 156 261 791 (NIPL or Neutralysis) to make recommended offers to its shareholders to acquire 100% of Neutralysis (Acquisition).

Neutralysis is an Australian based company focused on the development and implementation of hydrogen projects. It has entered into a Joint Development and Earn-in Agreement (JDA) with Natural Hydrogen Energy LLC (NH2E), a Colorado based limited liability company. NH2E has ownership of an already drilled hydrogen exploration well in Nebraska, USA and is a recognised authority in the science of natural hydrogen.

Under the terms of the JDA, Neutralysis has the ability to acquire a 30% interest in the JDA by expending US$5 million on work programs agreed between the parties. The amount of USD$1,511,242 has already been contributed towards Development Costs by Neutralysis to develop and progress the Development Assets. By expending a further US$15 million, Neutralysis can acquire an additional 21%, to take its equity interest in the JDA to 51%. Further details of the JDA are set out in Annexure A.

The Acquisition is targeted for completion in the second quarter of 2022 and will underpin TNP's mission of pioneering the exploration and production of natural hydrogen. Together, TNP and NH2E aim to commercialise natural hydrogen sourced from within the earth. Exploring for natural hydrogen is an emerging field in the geosciences and if commercial resources can be developed it has potential to disrupt the existing energy paradigm.

The proposed Acquisition is conditional on the Company obtaining all necessary regulatory and Shareholder approvals to effect the Acquisition and satisfying all other requirements of ASX for the reinstatement to official quotation of the Company's shares on the ASX (among other things).

On completion, the Acquisition will amount to a significant change in the nature and scale of the Company's current activities and as such, TNP will be required to obtain approval from its shareholders (Shareholders) and to re-comply with Chapters 1 and 2 of the ASX Listing Rules (Listing Rules). As part of the Acquisition, the Company proposes to complete a capital raising to raise a minimum of $5,000,000 (Minimum Subscription) and a maximum of $7,000,000 (Maximum Subscription).

ABOUT NATURAL HYDROGEN ENERGY LLC (www.nh2e.com)

NH2E is a pioneer in the field of exploration for geologically occurring hydrogen. Members of their team have completed more than 20 years of research, with extensive knowledge, conclusive data and proven results. Their geologists first predicted and then discovered a new, previously unknown natural phenomenon: many locations along the Earth's crust seep significant quantities of molecular hydrogen gas. Because it is an odorless, invisible, tasteless, non-toxic and most importantly, a very diffusive gas, naturally occurring hydrogen has long been thought to be rare on Earth. Its quantity was largely underestimated and therefore almost never studied. Recognizing this phenomenon, their scientists continue to work in order to change this misconception and have published data to this effect. Now the situation is quickly evolving such that other researchers have started to study natural hydrogen and are beginning to recognise its significance.

PROJECT INTRODUCTION

On completion of the Acquisition, the Company has the ability to acquire a 30% interest in the JDA by expending US$5 million on work programs (indirectly via Neutralysis) in the hydrogen exploration leases which are governed by the JDA. Set out below is a summary of the hydrogen prospects that are the subject of the JDA.

Rationale

There is a huge market opportunity for an inexpensive, clean, and sustainable source of hydrogen. Natural hydrogen is an emerging and rapidly growing geoscience, as the green energy industry recognises the significance of hydrogen as an energy source, rather than an energy vector. A successful well has the potential to produce for decades and at a lower cost than via renewable energy and electrolysis (green hydrogen) or via extraction from fossil fuels (black hydrogen).

Project Location

Since 2018, NH2E have actively been exploring for natural hydrogen near the town of Geneva in Fillmore County, Nebraska, where they hold leases across 2720 acres (see Annexure E for the complete tenement schedule). NH2E selected this acreage based on its extensive experience in hydrogen prospecting across multiple global locations and their understanding of the processes driving natural hydrogen occurrence. In addition to the subsurface prospectivity, a gas pipeline passes through the main cluster of leases and is a potential commercialisation option, as it supplies a nearby ammonia plant that requires hydrogen feedstock.

Exploration

Figure 1: Well location and proximity to potential customer

Following initial prospecting work, including ground surveying and geological assessment of the acreage, the world's first exploration well deliberately targeting a new hydrogen resource (Hoarty NE3) was spudded in late 2018 and drilling was completed in early 2019. During drilling, elevated hydrogen readings were observed in Precambrian basement rocks, consistent with the pre-drill prognosis by NH2E. Data collected during drilling and subsequent wireline logging of Hoarty NE3 also indicated increasing hydrogen concentration with depth. Post drilling, the well was suspended for further evaluation.

Testing

In 2021, NH2E entered into a JDA with NIPL to test the existing potential subsurface resources and further explore the leasehold area. The primary objective of the 2021 Hoarty NE3 testing program was to swab the well and recover an original sample of the gases interpreted to be present in the Precambrian basement rocks. Operational issues with tubing and COVID-19 travel restrictions meant that the well was unable to be sufficiently dewatered and the well test program was halted. Remedial work was carried out on the tubing and a successful three week swabbing program took place in early 2022.

2022 Forward Work Programme

The Joint Venture is preparing for the installation of pumping equipment in advance to conducting a long-term well test. This test will provide the key information to define the size, extent and gas composition of the recoverable resource and its commerciality.

Other Leases

NH2E also hold approximately 1170 acres of mineral rights leases near the town of Blenheim in Marlboro County, South Carolina. No exploration activity is planned for these leases in 2022.

BUSINESS MODEL OVERVIEW

Since 2010, the Company has been focused on exploration and development opportunities in the energy sector internationally and since 2012 the principal activities of the Company have centred around coal mine methane and other gas prospects in China. Due to technical, political and commercial factors affecting those projects, the Company has more recently (and since the suspension of its securities from trading on ASX) been concentrating on other potential new business opportunities with the capacity to increase Shareholder value.

Your Board has concluded that the most promising of these opportunities lie in new and emerging energy sector projects, such as that represented by the proposed Acquisition.

Following completion of the Acquisition and Public Offer, the Company will transition to becoming an energy company with a focus on pioneering natural hydrogen.

Consequently, the Company's proposed business model will be to continue exploration for and exploitation of natural hydrogen globally and to support the future work program of the JDA, with a primary focus on natural hydrogen sourced from within the earth.

The Company's main objectives on completion of the Acquisition and Public Offer will include:

• (a) completion of the testing of the exploration well in Nebraska USA and subject to proving commerciality, begin exploitation plans;

• (b) continue evaluating new sites for exploration for natural hydrogen, permit accordingly and plan associated work programs;

• (c) continue to pursue other acquisitions that have a strategic fit for the Company that include hydrogen technologies across the upstream, midstream and downstream supply chain; and

• (d) provide working capital for the Company.

ACQUISITION

In consideration for the Acquisition, the Company has agreed to issue to the shareholders of Neutralysis the following:

• (a) 183,000,000 ordinary fully paid shares in the capital of the Company (Shares) at a deemed issue price of $0.02 per Share (on a post-Consolidation basis) (Consideration Shares) and;

• (b) attaching 183,000,000 Options (on a post-Consolidation basis) with a 2.5 cents exercise price, expiring on 30 June 2025 (Consideration Options). The Consideration Options will be issued on the terms set out in Annexure B and subject to Shareholder approval being obtained.

The Company has also agreed, subject to ASX approval being obtained, to issue to current and proposed directors of the Company (Directors) the following zero exercise price options (ZEPOs):

(a) an aggregate of 28,500,000 Class A ZEPOS (on a post-Consolidation basis) that will vest, subject to the satisfaction of milestones, and become exercisable into Shares at the election of the holder on a 1:1 basis as follows:

Board Member Class A ZEPOs Josh Hunt 2 4,500,000
Russell Brimage 1 6,000,000
Paul Garner 2 Po Chan 2 Avon McIntyre 3	4,500,000
4,500,000
9,000,000
Total	28,500,000

Notes:

• 1. Comprising 2,000,000 of each of Tranche 1, Tranche 2 and Tranche 3 Class A ZEPOS.

• 2. Comprising 1,500,000 of each of Tranche 1, Tranche 2 and Tranche 3 Class A ZEPOS.

• 3. Comprising 3,000,000 of each of Tranche 1, Tranche 2 and Tranche 3 Class A ZEPOS.

The Company has made an application seeking ASX's confirmation that the terms of the Class A ZEPOs proposed to be issued by the Company are appropriate and equitable pursuant to Listing Rule

6.1.

The Class A ZEPOs are proposed to be issued on standard terms and conditions with the milestones proposed to be as follows:

Tranche	Milestones	Number	Expiry Date
1	Class A ZEPOs will vest upon the completion of 30 days of well testing and recovery to surface of a gas sample with a concentration of at least 20% by volume hydrogen + helium from any well within the JDA.	30 June 2027
2	Class A ZEPOs will vest upon the completion of drilling a Second Well in any project within the JDA which penetrates a minimum of 500m of Precambrian basement rocks.	9,500,000	30 June 2027
3	Class A ZEPOs will vest upon a upon a well test being completed by a suitably qualified independent expert exceeding 10000 standard cubic feet per day for any well within the JDA.	9,500,000	30 June 2027

(b) an aggregate of 19,000,000 Class B ZEPOs (on a post-Consolidation basis) that will vest and become exercisable into Shares at the election of the holder on a 1:1 basis upon the Company's Share price equalling or is greater than a 30 day Volume Weighted Average Price of $0.05 per Share at any time subsequent to the date of grant, as follows:

Board Member Josh Hunt	Class B ZEPOs
3,000,000
Russell Brimage	4,000,000
Paul Garner Po Chan Avon McIntyre	3,000,000
3,000,000
6,000,000
Total	19,000,000

The Class B ZEPOs are proposed to be issued on standard terms and conditions.

The full terms and conditions of the Class A and Class B ZEPOs will be set out in the notice of meeting that seeks Shareholder approval for their issue, pursuant to Listing Rule 10.11.

CAPITAL RAISING

Public Offer

To assist the Company with funding the Acquisition and re-complying with Chapters 1 and 2 of the Listing Rules, the Company plans, subject to receipt of Shareholder approval, to conduct a capital raising under a full form prospectus for the issue of 250,000,000 Shares at an issue price of $0.02 per Share to raise a minimum of $5,000,000. The Company may also accept oversubscriptions for a further 100,000,000 Shares to raise up to an additional $2,000,000 (Public Offer).

Indian Ocean Securities Pty Ltd (AFSL: 336409) (IOS) has been mandated to act as lead manager to the Public Offer. The Public Offer will not be underwritten.

In consideration for IOS's services, IOS will receive a 1% lead manager fee on all funds raised under the Public Offer and 5% lodgement capital raising fee on funds raised by IOS directly from its own contacts, clients or wholesale investors and introductions from the Company.

Further, IOS will receive 9,000,000 Shares (on a post-Consolidation basis) equating to $180,000 upon the Company receiving approval from ASX for the Company's re-admission to the Official List of the ASX, as part of their existing mandate with the Company.

Convertible Note Raise

In connection with the funding for the Acquisition, the Company has issued an aggregate of 650,000 Convertible Notes (each with a face value of $1.00) to raise $650,000 (Convertible Note Raise) as follows:

• (a) 625,000 New Convertible Notes to professional and sophisticated investors who are clients of IOS (Unrelated Participants); and

• (b) 25,000 New Convertible Notes to Ohio Investments Pty Ltd ACN 636 653 122 (Ohio Investments) an entity controlled by Mr Paul Garner,

(together, the New Convertible Notes)

The New Convertible Notes will convert into Shares at a price of 2 cents per Share (post - Consolidation) and attaching Options on a 1:1 basis.

Ohio Investments participated in the Convertible Note Raise on the same terms as the Unrelated Participants.

IOS was mandated to act as lead manager to the Convertible Note Raise. The Convertible Note Raise was not underwritten. In consideration for IOS' services, IOS received a fee of 6% of the total amount raised under the Convertible Note Raise.

The issue of the Shares and Options on conversion of the New Convertible Notes to Unrelated Participants and Ohio Investments will be subject to Shareholder approval being obtained at the Company's 2020 Annual General Meeting.

The material terms which apply to the New Convertible Notes are set out in Annexure C.