BPH ENERGY LTD — AGM Information 2024

Sep 3, 2024

BPH ENERGY LIMITED ACN 095 912 002 NOTICE OF GENERAL MEETING

Notice is given that the Meeting will be held at:

TIME : 10:00am WST DATE : 4 October 2024 PLACE : View St Hall 15 View St NORTH PERTH WA 6006

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

This Notice 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 5:00pm (WST) on 2 October 2024.

Shareholders should carefully consider Independent Expert’s Report prepared for the purposes of ASX Listing Rule 10.1. The Independent Expert’s Report comments on the fairness and reasonableness of the Debt Conversion the subject of Resolution 10 to the Shareholders of the Company. The Independent Expert has determined that the Debt Conversion is fair and reasonable to the nonassociated Shareholders of the Company.

BUSINESS OF THE MEETING

AGENDA

1. RESOLUTION 1 – RATIFICATION OF PRIOR ISSUE OF FEBRUARY PLACEMENT 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 Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 69,183,942 Shares on the terms and conditions set out in the Explanatory Statement.”

A voting exclusion statement applies to this Resolution. Please see below.

2. RESOLUTION 2 – RATIFICATION OF PRIOR ISSUE OF FEBRUARY PLACEMENT 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 Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 34,591,979 Options on the terms and conditions set out in the Explanatory Statement.”

A voting exclusion statement applies to this Resolution. Please see below.

3. RESOLUTION 3 – RATIFICATION OF PRIOR ISSUE OF FEBRUARY PLACEMENT BROKER OPTIONS – SIXTY-TWO CAPITAL

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 7.4 and for all other purposes, Shareholders ratify the issue of 750,000 Options to Sixty-Two Capital on the terms and conditions set out in the Explanatory Statement.”

A voting exclusion statement applies to this Resolution. Please see below.

4. RESOLUTION 4 – RATIFICATION OF PRIOR ISSUE OF FEBRUARY PLACEMENT BROKER OPTIONS - EVERBLU

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 7.4 and for all other purposes, Shareholders ratify the issue of 7,500,000 Options to EverBlu on the terms and conditions set out in the Explanatory Statement.”

A voting exclusion statement applies to this Resolution. Please see below.

5. RESOLUTION 5 – RATIFICATION OF PRIOR ISSUE OF MAY PLACEMENT SHARES – LISTING RULE 7.1

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 7.4 and for all other purposes, Shareholders ratify the issue of up to 5,200,000 Shares on the terms and conditions set out in the Explanatory Statement.”

A voting exclusion statement applies to this Resolution. Please see below.

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6. RESOLUTION 6 – RATIFICATION OF PRIOR ISSUE OF MAY PLACEMENT SHARES - LISTING RULE 7.1A

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 7.4 and for all other purposes, Shareholders ratify the issue of up to 44,800,000 Shares on the terms and conditions set out in the Explanatory Statement.”

A voting exclusion statement applies to this Resolution. Please see below.

7. RESOLUTION 7 – RATIFICATION OF PRIOR ISSUE OF MAY PLACEMENT 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 Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of up to 25,000,000 Options on the terms and conditions set out in the Explanatory Statement.”

A voting exclusion statement applies to this Resolution. Please see below.

8. RESOLUTION 8 – RATIFICATION OF PRIOR ISSUE OF MAY PLACEMENT BROKER OPTIONS – SIXTY-TWO CAPITAL LIMITED

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 7.4 and for all other purposes, Shareholders ratify the issue of 2,000,000 Options to Sixty-Two Capital on the terms and conditions set out in the Explanatory Statement.”

A voting exclusion statement applies to this Resolution. Please see below.

9. RESOLUTION 9 – RATIFICATION OF PRIOR ISSUE OF MAY PLACEMENT BROKER OPTIONS – OAKLEY CAPITAL

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 7.4 and for all other purposes, Shareholders ratify the issue of 10,000,000 Options to Oakley Capital on the terms and conditions set out in the Explanatory Statement.”

A voting exclusion statement applies to this Resolution. Please see below.

10. RESOLUTION 10 - APPROVAL OF THE DEBT CONVERSION

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 10.1 and for all other purposes, approval is given for the Company to convert U$760,000 (A$1,187,500) owing by Advent upon receipt of 1,422 fully paid ordinary shares in Clean Hydrogen, on the terms and conditions set out in the Explanatory Statement.”

Independent Expert’s Report : Shareholders should carefully consider the report prepared by the Independent Expert for the purposes of the Shareholder approval under ASX Listing Rule 10.1. The Independent Expert’s Report comments on the fairness and reasonableness of the transaction the subject of this Resolution to the Shareholders of the Company. The Independent Expert has determined that the transaction is fair and reasonable to the nonassociated Shareholders of the Company.

A voting exclusion and prohibition statement applies to this Resolution. Please see below.

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11. RESOLUTION 11 – PLACEMENT OF NEW 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 7.1 and for all other purposes, approval is given for the company to issue up to 566,668,557 Options on the terms and conditions set out in the Explanatory Statement”.

A voting exclusion and prohibition statement applies to this Resolution. Please see below.

12. RESOLUTION 12 – RELATED PARTY PARTICIPATION IN OPTION PLACEMENT – DAVID BREEZE

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 10.11 and for all other purposes, approval is given for the Company to issue up to 9,273,510 Options to Mr David Breeze (or his nominee) on the terms and conditions set out in the Explanatory Statement.”

A voting exclusion statement applies to this Resolution. Please see below.

13. RESOLUTION 13 – RELATED PARTY PARTICIPATION IN OPTION PLACEMENT – TONY HUSTON

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 10.11 and for all other purposes, approval is given for the Company to issue up to 1,542,762 Options to Mr Tony Huston (or his nominee) on the terms and conditions set out in the Explanatory Statement.”

A voting exclusion statement applies to this Resolution. Please see below.

14. RESOLUTION 14 – RATIFICATION OF ISSUE OF AUGUST PLACEMENT 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 Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 57,932,781 Shares on the terms and conditions set out in the Explanatory Statement.”

A voting exclusion statement applies to this Resolution. Please see below.

15. RESOLUTION 15 - APPROVAL TO ISSUE AUGUST PLACEMENT 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 Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue up to 28,966,391 Options on the terms and conditions set out in the Explanatory Statement.”

A voting exclusion statement applies to this Resolution. Please see below.

16. RESOLUTION 16 – APPROVAL TO ISSUE AUGUST BROKER OPTIONS TO OAKLEY CAPITAL

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 13,888,889 Options on the terms and conditions set out in the Explanatory Statement.”

A voting exclusion statement applies to this Resolution. Please see below.

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17. RESOLUTION 17 – APPROVAL TO ISSUE AUGUST BROKER OPTIONS TO SIXTY-TWO CAPITAL

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 2,777,778 Options on the terms and conditions set out in the Explanatory Statement.”

A voting exclusion statement applies to this Resolution. Please see below.

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Voting Prohibition Statement

Resolution 10 – Approval of the Debt Conversion

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. However, the above prohibition does not apply if: (c) the proxy is the Chair; and (d) 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 KeyManagement Personnel.

Voting Exclusion Statements

In accordance with Listing Rule 14.11, the Company will disregard any votes cast in favour of the Resolution set out below by or on behalf of the following persons:

Resolutions 1 and 2 – Ratification of prior issue of February Placement Shares - Listing Rule 7.1 and February Placement Options	The February Placement Participants or any other person who participated in the issue or is a counterparty to the agreement being approved or an associate of that person or those persons.
Resolution 3– Ratification of prior issue of February Placement Broker Options to Sixty-Two Capital	A person who participated in the issue or is a counterparty to the agreement being approved (namely, Sixty-Two Capital Pty Ltd) or an associate of those persons.
Resolution 4 – Ratification of prior issue of February Placement Broker Options to EverBlu	A person who participated in the issue or is a counterparty to the agreement being approved (namely, EverBlu Capital Pty Ltd) or an associate of those persons.
Resolutions 5 to 7 – Ratification of prior issue of May Placement Shares - Listing Rule 7.1 and Listing Rule 7.1A and May Placement Options	The May Placement Participants or any other person who participated in the issue or is a counterparty to the agreement being approved or an associate of that person or those persons.
Resolution 8 – Ratification of prior issue of May Placement Broker Options to Sixty-Two Capital	A person who participated in the issue or is a counterparty to the agreement being approved (namely, Sixty-Two Capital Pty Ltd) or an associate of those persons.
Resolution 9– Ratification of prior issue of May Placement Broker Options to Oakley Capital	A person who participated in the issue or is a counterparty to the agreement being approved (namely, Oakley Capital Partners Pty Limited) or an associate of thosepersons.
Resolution 10 – Approval of the Debt Conversion	The Company will disregard any votes cast in favour of the Resolution by or on behalf of Advent Energy Limited, Clean Hydrogen Technologies Corporation, Mr David Breeze and Mr Tony Huston or any person who will obtain a material benefit as a result of the transaction (except a benefit solely by reason of being a holder of ordinary securities in the entity) or an associate(s) of that person (or thosepersons).
Resolution 11 – Placement of New Options	The Company will disregard any votes cast in favour of the Resolution by or on behalf of a person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the Company) or an associate of thatperson(or thosepersons).
Resolution 12 – Related Party Participation in Option Placement – Mr David Breeze	Mr David Breeze (or his nominee) and any other person who will obtain a material benefit as a result of the issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the Company) or an associate of thatperson or thosepersons.
Resolution 13 – Related Party Participation in Option Placement – Mr Tony Huston	Mr Tony Huston (or his nominee) and any other person who will obtain a material benefit as a result of the issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the Company) or an associate of that person or thosepersons.
Resolution 14 – Ratification of prior issue of August Placement Shares	The August Placement Participants or any other person who participated in the issue or is a counterparty to the agreement being approved or an associate of thatperson or thosepersons.
Resolution 15 – Approval to issue August Placement Options	A person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the Company) (namely the August Placement Participants)or an associate of thatperson(or thosepersons).

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Resolution 16 – Approval to issue August Placement Broker Options to Oakley Capital	A person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the Company) (namely Oakley Capital Partners PtyLimited)or an associate of thatperson(or thosepersons).
Resolution 17 – Approval to issue August Placement Broker Options to Sixty-Two Capital	A person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the Company) (namely Sixty-Two Capital Pty Ltd) or an associate of thatperson(or thosepersons).

However, this does not apply to a vote cast in favour of the Resolution by:

• (a) a person as a proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with the directions given to the proxy or attorney to vote on the Resolution in that way; or

• (b) the Chair as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or

• (c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

• (i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and

(ii) the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

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 two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If the Shareholder appoints two 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.

Shareholders and their proxies should be aware 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.

Voting in person

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

You may still attend the Meeting and vote in person even if you have appointed a proxy. If you have previously submitted a Proxy Form, your attendance will not revoke your proxy appointment unless you actually vote at the Meeting for which the proxy is proposed to be used, in which case, the proxy’s appointment is deemed to be revoked with respect to voting on that Resolution.

Please bring your personalised Proxy Form with you as it will help you to register your attendance at the Meeting. If you do not bring your Proxy Form with you, you can still attend the Meeting but representatives from Advanced Share Registry will need to verify your identity. You can register from 9:00am on the day of the Meeting.

Should you wish to discuss the matters in this Notice please do not hesitate to contact the Company Secretary, Mr David Breeze, on +61 8 9328 8400 .

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EXPLANATORY STATEMENT

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. BACKGROUND TO RESOLUTIONS 1-4 – FEBRUARY PLACEMENT

1.1 General

On 9 February 2024 and 22 February 2024, the Company announced that it had issued 69,183,942 Shares at an issue price of $0.033 per Share ( February Placement Shares ) to raise approximately $2,283,070 pursuant to a placement to professional and sophisticated investors ( February Placement ).

The Company also announced that participants in the February Placement ( February Placement Participants ) would be issued one (1) free attaching Option for every two (2) Shares subscribed for and issued to them under the February Placement ( February Placement Options ). A total of 34,591,979 February Placement Options were issued and are exercisable at $0.03 per February Placement Option on or before 30 September 2024. No funds were raised from the issue of the February Placement Options.

The February Placement Shares and February Placement Options were issued progressively on 19 February 2024, 21 February 2024 and 22 February 2024 pursuant to the Company’s placement capacity under ASX Listing Rule 7.1.

Under this Notice, Shareholders are being asked to:

• (a) ratify the issue of 69,183,942 February Placement Shares using the Company’s placement capacity under Listing Rule 7.1, pursuant to Resolution 1; and

• (b) ratify the issue of 34,591,979 February Placement Options to February Placement participants using the Company’s placement capacity under Listing Rule 7.1, pursuant to Resolution 2.

Use of funds

As announced by the Company on 9 February 2024, the purpose of raising these funds under the February Placement is to fund its hydrocarbon projects, to assist in the continued development of Cortical Dynamics, and for working capital including costs of the offer. The February Placement raised a total of $2,283,070, of which $72,000 related to the setoff of third party invoices to Zero Nominees Pty Ltd ($60,000) and Sage Capital Group ($12,000) in relation to marketing and advertising costs, and $2,211,070 was in cash (net fees).

1.2 February Placement – Lead Manager Mandates

As announced on 9 February 2024, the Company appointed Oakley Capital Partners Pty Limited ( Oakley Capital ), Everblu Capital Corporate Pty Ltd ( Everblu ) and Sixty-Two Capital Pty Ltd ( Sixty-Two Capital ) as the joint Lead Managers for the Placement (together, the February Joint Lead Managers ).

Everblu and Sixty-Two Capital separately entered into a term sheet with the Company on 6 February 2024 (together the February Lead Manager Mandates ). Pursuant to the February Lead Manager Mandates, Sixty-Two Capital and Everblu each received a cash fee of 5% of the aggregate funds raised by them in the February Placement in consideration for their services and an aggregate of 8,250,000 Options pro rata to their participation in the February Placement, exercisable at $0.03 per February Placement Option on or before 30 September 2024 ( February Broker Options ), comprising:

• (a) 7,500,000 February Broker Options will be issued to Everblu; and

• (b) 750,000 February Broker Options will be issued to Sixty-Two Capital.

Oakley Capital did not receive any fees or Broker Options under the February Placement.

The February Broker Options were issued on 21 February 2024 pursuant to the Company’s placement capacity under ASX Listing Rule 7.1. The February Broker Options, which are

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quoted, were issued on the same terms and conditions as the February Placement Options.

Shareholders are being asked to ratify the issue of the February Broker Options under Resolutions 3 and 4.

2. RESOLUTION 1 – RATIFICATION OF PRIOR ISSUE OF FEBRUARY PLACEMENT SHARES -LISTING RULE 7.1

As set out in Section 1.1 above, the Company has issued 69,183,942 February Placement Shares at an issue price of $0.033 per Share to February Placement Participants using the Company’s placement capacity under Listing Rule 7.1.

Resolution 1 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of the February Placement Shares.

2.1 Listing Rule 7.1

Broadly speaking, and subject to a number of exceptions, Listing Rule 7.1 limits the amount of equity securities that a listed company can issue without the approval of its shareholders over any 12-month period to 15% of the fully paid ordinary shares it had on issue at the start of that period.

Under Listing Rule 7.1A however, an eligible entity can seek approval from its members, by way of a special resolution passed at its annual general meeting, to increase this 15% limit by an extra 10% to 25%.

The issue of the February Placement Shares did not fit within any of the exceptions set out in Listing Rule 7.2 and, as their issue has not yet been approved by Shareholders, it effectively uses up part of the 15% limit in Listing Rule 7.1, reducing the Company’s capacity to issue further equity securities without Shareholder approval under Listing Rule 7.1 for the 12 month period following issue of the February Placement Shares.

Resolution 1 seeks Shareholder ratification pursuant to Listing Rule 7.4 for the issue of the February Placement Shares.

2.2 Listing Rule 7.4

Listing Rule 7.4 allows the shareholders of a listed company to approve an issue of equity securities after it has been made or agreed to be made. If they do, the issue is taken to have been approved under Listing Rule 7.1 and so does not reduce the company’s capacity to issue further equity securities without shareholder approval under that rule.

The Company wishes to retain as much flexibility as possible to issue additional equity securities in the future without having to obtain Shareholder approval for such issues under Listing Rule 7.1. Accordingly, the Company is seeking Shareholder ratification pursuant to Listing Rule 7.4 for the issue of the February Placement Shares.

The issue of the February Placement Shares did not breach Listing Rule 7.1 at the time of the issue.

2.3 Technical information required by Listing Rule 14.1A

If Resolution 1 is passed, the February Placement Shares the subject of Resolution 1 will be excluded in calculating the Company’s 15% limit in Listing Rule 7.1, effectively increasing the number of equity securities the Company can issue without Shareholder approval over the 12 month period following the date of issue of the February Placement Shares.

If Resolution 1 is not passed, the February Placement Shares will be included in calculating the Company’s use of the 15% limit in Listing Rule 7.1, effectively decreasing the number of equity securities the Company can issue without Shareholder approval over the 12 month period following the date of issue of the February Placement Shares.

2.4 Technical information required by Listing Rule 7.5

Pursuant to and in accordance with Listing Rule 7.5, the following information is provided in relation to Resolution 1:

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• (a) the February Placement Shares were issued to sophisticated and professional investors of February Joint Lead Managers. The recipients were identified through a bookbuild process, which involved the February Joint Lead Managers seeking expressions of interest to participate in the capital raising from non-related parties of the Company. As noted above in Section 1.1, Zero Nominees Pty Ltd and Sage Capital Group also received February Placement Shares under the February Placement as a set-off against invoices outstanding;

• (b) in accordance with paragraph 7.4 of ASX Guidance Note 21, the Company confirms that none of the recipients were:

• (i) related parties of the Company, members of the Company’s Key Management Personnel, substantial holders of the Company, advisers of the Company or an associate of any of these parties; and

• (ii) issued more than 1% of the issued capital of the Company;

• (c) 69,183,942 February Placement Shares were issued pursuant to ASX Listing Rule 7.1;

• (d) the February Placement Shares were issued progressively on 19 February 2024, 21 February 2024 and 22 February 2024;

• (e) the issue price was $0.033 per February Placement Share. The Company has not and will not receive any other consideration for the issue of the February Placement Shares;

• (f) the February Placement 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.

• (g) the purpose and use of the funds raised from the issue of the February Placement Shares is set out in Section 1.1 above;

• (h) the February Placement Shares were not issued under an agreement. The Placement Shares were issued to February Placement Participants pursuant to commitments from sophisticated and professional investors who submitted bids to the Joint Lead Managers; and

• (i) a voting exclusion statement applies to the Resolution.

3. RESOLUTION 2 – RATIFICATION OF PRIOR ISSUE OF FEBRUARY PLACEMENT PARTICIPANTS OPTIONS – LISTING RULE 7.1

3.1 General

As summarised in Section 1.1 above, Resolution 2 seeks Shareholder approval to ratify the issue of 34,591,979 free attaching February Placement Options offered to the February Placement participants under the February Placement.

3.2 Listing Rule 7.1

Listing Rule 7.1 is summarised in Section 2.1 above.

The issue of the February Placement Options did not fit within any of the exceptions set out in Listing Rule 7.2 and, as the issue has not yet been approved by Shareholders, it effectively uses up part of the 15% limit in Listing Rule 7.1, reducing the Company’s capacity to issue further equity securities without Shareholder approval under Listing Rule 7.1 for the 12 month period following issue of the February Placement Options.

Resolution 2 seeks Shareholder ratification pursuant to Listing Rule 7.4 for the issue of the February Placement Options.

3.3 Listing Rule 7.4

Listing Rule 7.4 is summarised in Section 2.1 above.

The Company wishes to retain as much flexibility as possible to issue additional equity securities in the future without having to obtain Shareholder approval for such issues under

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Listing Rule 7.1. Accordingly, the Company is seeking Shareholder ratification pursuant to Listing Rule 7.4 for the issue of the February Placement Options.

The issue of the February Placement Options did not breach Listing Rule 7.1 at the time of the issue.

3.4 Technical information required by Listing Rule 14.1A

If Resolution 2 is passed, the February Placement Options will be excluded in calculating the Company’s 15% limit in Listing Rule 7.1, effectively increasing the number of equity securities the Company can issue without Shareholder approval over the 12-month period following the date of issue of the February Placement Options.

If Resolution 2 is not passed, the February Placement Options will be included in calculating the use of the Company’s 15% limit in Listing Rule 7.1, effectively decreasing the number of equity securities the Company can issue without Shareholder approval over the 12 month period following the date of issue of the February Placement Options.

3.5 Technical information required by Listing Rule 7.5

Pursuant to and in accordance with Listing Rule 7.5, the following information is provided in relation to Resolution 2:

• (a) the February Placement Options were issued to the February Placement participants who are unrelated professional and sophisticated investors, so that following the issue they will have received one (1) February Placement Option for every two (2) February Placement Shares they subscribed for and received under the February Placement. The February Placement Participants were identified through a bookbuild process, which involved February Joint Lead Managers seeking expressions of interest to participate in the February Placement from nonrelated parties of the Company. As noted above in Section 1.1, Zero Nominees Pty Ltd and Sage Capital Group also received February Placement Options under the February Placement;

• (b) in accordance with paragraph 7.2 of ASX Guidance Note 21, the Company confirms that none of the recipients were:

• (i) related parties of the Company, members of the Company’s Key Management Personnel, substantial holders of the Company, advisers of the Company or an associate of any of these parties; and

• (ii) issued more than 1% of the issued capital of the Company;

• (c) the number of February Placement Options is 34,591,979 (being half the amount of February Placement Shares issued) as the February Placement Options were issued on a free attaching 1:2 basis;

• (d) the February Placement Options were issued progressively on 19 February 2024. 21 February and 22 February 2024;

• (e) the February Placement Options were issued on the terms and conditions set out in Schedule 1;

• (f) the issue price for the February Placement Options was nil. The Company will not receive any other consideration for the issue of the February Placement Options (other than in respect of funds received on exercise of these Options);

• (g) the purpose and use of funds raised from the issue of February Placement Shares (which the February Placement Options are free attaching to) are set out in Section 1.1 above;

• (h) the February Placement Options were not issued under an agreement. The February Placement Options were issued to February Placement Participants who made commitments by submitting bids to the February Joint Lead Managers; and

• (a) a voting exclusion statement applies to the Resolution.

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4. RESOLUTIONS 3 AND 4 – RATIFICATION OF ISSUE OF FEBRUARY PLACEMENT BROKER OPTIONS

4.1 General

As summarised in Section 1.2 above, the Company entered into the February Lead Manager Mandates and has agreed to issue Sixty-Two Capital and EverBlu (or their nominees) respectively 750,000 and 7,500,000 February Broker Options as part consideration for services performed in connection with the February Placement.

A summary of the material terms of the February Lead Manager Mandates are set out in Section 1.2 above. Resolution 3 seeks Shareholder approval to ratify the issue of the February Broker Options to Sixty-Two Capital and Resolution 4 seeks Shareholder approval to ratify the issue of the February Broker Options to EverBlu.

4.2 Listing Rule 7.1

Listing Rule 7.1 is summarised in Section 2.1 above.

The issue of the February Broker Options did not fit within any of the exceptions set out in Listing Rule 7.2 and, as the issue has not yet been approved by Shareholders, it effectively uses up part of the 15% limit in Listing Rule 7.1, reducing the Company’s capacity to issue further equity securities without Shareholder approval under Listing Rule 7.1 for the 12 month period following issue of the February Broker Options.

Resolutions 3 and 4 seek Shareholder ratification pursuant to Listing Rule 7.4 for the issue of the February Broker Options.

4.3 Listing Rule 7.4

Listing Rule 7.4 is summarised in Section 2.2 above.

The Company wishes to retain as much flexibility as possible to issue additional equity securities in the future without having to obtain Shareholder approval for such issues under Listing Rule 7.1. Accordingly, the Company is seeking Shareholder ratification pursuant to Listing Rule 7.4 for the issue of the February Broker Options.

The issue of the February Broker Options did not breach Listing Rule 7.1 at the time of the issue.

4.4 Technical information required by Listing Rule 14.1A

If Resolutions 3 and 4 are passed, the February Broker Options the subject of R Resolutions 3 and 4 will be excluded in calculating the Company’s 15% limit in Listing Rule 7.1, effectively increasing the number of equity securities the Company can issue without Shareholder approval over the 12 month period following the date of issue of the February Broker Options.

If Resolutions 3 and 4 are not passed, the February Broker Options will be included in calculating the Company’s 15% limit in Listing Rule 7.1, effectively decreasing the number of equity securities the Company can issue without Shareholder approval over the 12 month period following the date of issue of the February Broker Options.

4.5 Technical information required by Listing Rule 7. 5

Pursuant to and in accordance with Listing Rule 7.5, the following information is provided in relation to Resolutions 3 and 4:

(a) the February Broker Options were issued to Sixty-Two Capital and EverBlu (or their respective nominees), neither of which are related parties of the Company;

• (b) the number of February Broker Options issued was 750,000 to Sixty-Two Capital and 7,500,000 to EverBlu;

• (c) the February Broker Options were issued on 21 February 2024;

• (d) the terms and conditions of the February Broker Options are set out in Schedule 1;

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• (e) the February Broker Options were issued at a nil issue price, in consideration for lead manager and bookrunner services provided by EverBlu and Sixty-Two Capital for the February Placement;

• (f) the purpose of the issue of the February Broker Options is to satisfy the Company’s obligations under the February Lead Manager Mandates;

• (g) the February Broker Options are being issued to EverBlu and Sixty-Two Capital under the February Lead Manager Mandates. A summary of the material terms of the February Lead Manager Mandates is set out in Section 1.2; and

• (h) a voting exclusion statement applies to the Resolution.

5. BACKGROUND TO RESOLUTIONS 5 TO 9 – MAY PLACEMENT

5.1 General

On 13 May 2024, the Company announced that it had received firm commitments from new sophisticated and professional investors for the issue of 50,000,000 Shares at an issue price of $0.02 per Share ( May Placement Shares ) to raise up to $1,000,000 (before costs) ( May Placement ).

The Company also announced that participants in the May Placement ( May Placement Participants ) would be issued one (1) free attaching Option for every two (2) Shares subscribed for and issued to them under the May Placement ( May Placement Options ). A total of 25,000,000 May Placement Options were issued and are exercisable at $0.03 per May Placement Option on or before 30 September 2024. No funds were raised from the issue of the May Placement Options.

The May Placement Shares and May Placement Options were issued on 16 May 2024 pursuant to the Company’s placement capacity under ASX Listing Rules 7.1 and 7.1A.

Under this Notice, Shareholders are being asked to:

• (a) ratify the issue of 50,000,000 May Placement Shares using the Company’s placement capacity under Listing Rule 7.1 and Listing Rule 7.1A, comprising:

• (i) 5,200,000 May Placement Shares which were issued pursuant to Listing Rule 7.1 (the subject of Resolution 5); and

• (ii) 44,800,000 May Placement Shares which were issued pursuant to Listing Rule 7.1A (the subject of Resolution 6);

• (b) ratify the issue of 25,000,000 May Placement Options to May Placement Participants using the Company’s placement capacity under Listing Rule 7.1, pursuant to Resolution 7.

Use of funds

As announced by the Company on 13 May 2024 to ASX, the purpose of raising these funds under the May Placement is to fund its hydrocarbon projects, to assist in the continued development of Cortical Dynamics, and for working capital including costs of the offer.

5.2 May Placement – Lead Manager Mandates

As announced on 13 May 2024, the Company appointed Oakley Capital and Sixty-Two Capital as the joint Lead Managers for the Placement (together, the May Joint Lead Managers ).

Oakley Capital and Sixty-Two Capital each separately entered into agreements with the Company on 9 May 2024 (together the May Lead Manager Mandates ). Pursuant to the May Lead Manager Mandates, Sixty-Two Capital and Oakley Capital each received a cash fee of 5% of the aggregate funds raised by them in the Placement as consideration for their services and an aggregate of 12,000,000 Options pro rata to their participation in the May Placement, exercisable at $0.03 per May Placement Option on or before 30 September 2024 ( May Broker Options ), comprising:

• (a) 2,000,000 May Broker Options will be issued to Sixty-Two Capital; and

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(b) 10,000,000 May Broker Options will be issued to Oakley Capital.

The May Broker Options were issued on 16 May 2024 pursuant to the Company’s placement capacity under ASX Listing Rule 7.1. The May Broker Options, which are quoted, were issued on the same terms and conditions as the May Placement Options.

Shareholders are being asked to ratify the issue of the May Broker Options under Resolutions 8 and 9.

6. RESOLUTIONS 5 AND 6 – RATIFICATION OF PRIOR ISSUE OF MAY PLACEMENT SHARES - LISTING RULES 7.1 AND 7.1A

6.1 General

As set out in Section 5.1, the Company has issued 50,000,000 May Placement Shares at an issue price of $0.02 per Share to raise $1,000,000, comprising:

• (a) 5,200,000 May Placement Shares issued pursuant to the Company’s capacity under Listing Rule 7.1 (being the subject of Resolution 5); and

• (b) 44,800,000 Shares were issued pursuant to the Company’s 7.1A mandate which was approved by Shareholders at the annual general meeting held on 30 November 2023 (being the subject of Resolution 6).

The issue of the May Placement Shares did not breach Listing Rule 7.1 at the time of the issue.

6.2 Listing Rules 7.1 and 7.1A

As summarised in Section 2.1 above, Listing Rule 7.1 limits the amount of equity securities that a listed company can issue without the approval of its shareholders over any 12 month period to 15% of the fully paid ordinary securities it had on issue at the start of that 12 month period.

Under Listing Rule 7.1A however, an eligible entity can seek approval from its members, by way of a special resolution passed at its annual general meeting, to increase this 15% limit by an extra 10% to 25%.

The issue of the May Placement Shares does not fit within any of the exceptions set out in Listing Rule 7.2 and, as it has not yet been approved by Shareholders, it effectively uses up part of the 25% limit in Listing Rules 7.1 and 7.1A, reducing the Company’s capacity to issue further equity securities without Shareholder approval under Listing Rule 7.1 and 7.1A for the 12 month period following the date of issue of the May Placement Shares.

6.3 Listing Rule 7.4

Listing Rule 7.4 allows the shareholders of a listed company to approve an issue of equity securities after it has been made or agreed to be made. If they do, the issue is taken to have been approved under Listing Rule 7.1 and so does not reduce the company’s capacity to issue further equity securities without shareholder approval under that rule.

The Company wishes to retain as much flexibility as possible to issue additional equity securities in the future without having to obtain Shareholder approval for such issues under Listing Rule 7.1. Accordingly, the Company is seeking Shareholder ratification pursuant to Listing Rule 7.4 for the issue of the May Placement Shares.

Resolutions 5 and 6 seek Shareholder ratification pursuant to Listing Rule 7.4 for the issue of the May Placement Shares.

The issue of the May Placement Shares did not breach Listing Rule 7.1 at the time of the issue.

6.4 Technical information required by Listing Rule 14.1A

If Resolutions 5 and 6 are passed, the May Placement Shares will be excluded in calculating the Company’s combined 25% limit in Listing Rules 7.1 and 7.1A, effectively increasing the number of equity securities the Company can issue without Shareholder approval over the 12 month period following the date of issue of the May Placement Shares.

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If Resolutions 5 and 6 are not passed, the May Placement Shares will be included in calculating the Company’s combined 25% limit in Listing Rules 7.1 and 7.1A, effectively decreasing the number of equity securities the Company can issue without Shareholder approval over the 12 month period following the date of issue of the May Placement Shares.

6.5 Technical information required by Listing Rule 7.5

Pursuant to and in accordance with Listing Rule 7.5, the following information is provided in relation to Resolutions 5 and 6:

• (a) the May Placement Shares were issued to sophisticated and professional investors of May Joint Lead Managers. The recipients were identified through a bookbuild process, which involved the May Joint Lead Managers seeking expressions of interest to participate in the capital raising from non-related parties of the Company;

• (b) in accordance with paragraph 7.4 of ASX Guidance Note 21, the Company confirms that none of the recipients were:

• (i) related parties of the Company, members of the Company’s Key Management Personnel, substantial holders of the Company, advisers of the Company or an associate of any of these parties; and

• (ii) issued more than 1% of the issued capital of the Company;

• (c) 50,000,000 May Placement Shares were issued on the following basis:

• (i) 5,200,000 Shares issued pursuant to Listing Rule 7.1 (ratification of which is sought under Resolution 5); and

• (ii) 44,800,000 Shares issued pursuant to Listing Rule 7.1A (ratification of which is sought under Resolution 6);

• (d) the May Placement 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;

• (e) the May Placement Shares were issued on 16 May 2024;

• (f) the issue price was $0.02 per May Placement Shares under both the issue of Shares pursuant to Listing Rule 7.1 and Listing Rule 7.1A. The Company has not and will not receive any other consideration for the issue of the May Placement Shares;

• (g) the purpose of the issue of the May Placement Shares is set out in Section 5.1 above;

• (h) the May Placement Shares were not issued under an agreement. The May Placement Shares were issued pursuant to commitments from sophisticated and professional investors who submitted bids to the Joint Lead Managers; and

• (i) a voting exclusion statement applies to each Resolution.

7. RESOLUTION 7 – RATIFICATION OF PRIOR ISSUE OF MAY PLACEMENT OPTIONS – LISTING RULE 7.1

7.1 General

As summarised in Section 5.1 above, Resolution 7 seeks Shareholder approval for the issue of 25,000,000 free attaching May Placement Options to the May Placement Participants under the May Placement.

7.2 Listing Rule 7.1

Listing Rule 7.1 is summarised in Section 2.1 above.

The issue of the May Placement Options did not fit within any of the exceptions set out in Listing Rule 7.2 and, as the issue has not yet been approved by Shareholders, it effectively uses up part of the 15% limit in Listing Rule 7.1, reducing the Company’s capacity to issue

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further equity securities without Shareholder approval under Listing Rule 7.1 for the 12 month period following issue of the May Placement Options.

Resolution 7 seeks Shareholder ratification pursuant to Listing Rule 7.4 for the issue of the May Placement Options.

7.3 Listing Rule 7.4

Listing Rule 7.4 is summarised in Section 2.1above.

The Company wishes to retain as much flexibility as possible to issue additional equity securities in the future without having to obtain Shareholder approval for such issues under Listing Rule 7.1. Accordingly, the Company is seeking Shareholder ratification pursuant to Listing Rule 7.4 for the issue of the May Placement Options.

The issue of the May Placement Options did not breach Listing Rule 7.1 at the time of the issue.

7.4 Technical information required by Listing Rule 14.1A

If Resolution 7 is passed, the May Placement Options will be excluded in calculating the Company’s 15% limit in Listing Rule 7.1, effectively increasing the number of equity securities the Company can issue without Shareholder approval over the 12-month period following the date of issue of the May Placement Options.

If Resolution 7 is not passed, the May Placement Options will be included in calculating the use of the Company’s 15% limit in Listing Rule 7.1, effectively decreasing the number of equity securities the Company can issue without Shareholder approval over the 12 month period following the date of issue of the May Placement Options.

7.5

Technical information required by Listing Rule 7. 5

Pursuant to and in accordance with Listing Rule 7.5, the following information is provided in relation to Resolution 7:

• (a) the May Placement Options were issued to the May Placement Participants who are unrelated professional and sophisticated investors, so that following the issue they will have received one (1) May Placement Option for every two (2) May Placement Shares they subscribed for and received under the May Placement. The May Placement Participants were identified through a bookbuild process, which involved May Joint Lead Managers seeking expressions of interest to participate in the May Placement from non-related parties of the Company;

• (b) in accordance with paragraph 7.4 of ASX Guidance Note 21, the Company confirms that none of the recipients were:

• (i) related parties of the Company, members of the Company’s Key Management Personnel, substantial holders of the Company, advisers of the Company or an associate of any of these parties; and

• (ii) issued more than 1% of the issued capital of the Company;

• (c) the number of May Placement Options is 25,000,000 (being half the amount of May Placement Shares issued) as the May Placement Options were issued on a free attaching 1:2 basis;

• (d) the May Placement Options were issued on 16 May 2024;

• (e) the May Placement Options were issued on the terms and conditions set out in Schedule 1;

• (f) the issue price for the May Placement Options was nil. The Company will not receive any other consideration for the issue of the May Placement Options (other than in respect of funds received on exercise of these Options);

• (g) the purpose and use of funds raised from the issue of May Placement Shares (which the May Placement Options are free attaching to) are set out in Section 5.1 above;

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• (h) the May Placement Options were not issued under an agreement. The May Placement Options were issued to May Placement Participants who made commitments by submitting bids to the May Joint Lead Managers; and

(i) a voting exclusion statement applies to this Resolution.

8. RESOLUTIONS 8 AND 9 – RATIFICATION OF ISSUE OF MAY BROKER OPTIONS

8.1 General

As summarised in Section 5.2 above, the Company entered into the May Lead Manager Mandates and agreed to issue Oakley Capital and Sixty-Two Capital (or their nominees) an aggregate of 12,000,000 Broker Options for services performed in connection with the May Placement.

A summary of the material terms of the May Lead Manager Mandates are set out in Section 5.2 above. Resolution 8 seeks Shareholder approval to ratify the issue of the May Broker Options to Sixty-Two Capital and Resolution 9 seeks Shareholder approval to ratify the issue of the May Broker Options to Oakley Capital.

8.2 Listing Rule 7.1

Listing Rule 7.1 is summarised in Section 2.1 above.

The issue of the May Broker Options did not fit within any of the exceptions set out in Listing Rule 7.2 and, as the issue has not yet been approved by Shareholders, it effectively uses up part of the 15% limit in Listing Rule 7.1, reducing the Company’s capacity to issue further equity securities without Shareholder approval under Listing Rule 7.1 for the 12 month period following issue of the May Broker Options.

Resolutions 8 and 9 seek Shareholder ratification pursuant to Listing Rule 7.4 for the issue of the May Broker Options.

8.3 Listing Rule 7.4

Listing Rule 7.4 is summarised in Section 2.2 above.

The Company wishes to retain as much flexibility as possible to issue additional equity securities in the future without having to obtain Shareholder approval for such issues under Listing Rule 7.1. Accordingly, the Company is seeking Shareholder ratification pursuant to Listing Rule 7.4 for the issue of the May Broker Options.

The issue of the May Broker Options did not breach Listing Rule 7.1 at the time of the issue.

8.4 Technical information required by Listing Rule 14.1A

If Resolutions 8 and 9 are passed, the May Broker Options the subject of Resolutions 8 and 9 will be excluded in calculating the Company’s 15% limit in Listing Rule 7.1, effectively increasing the number of equity securities the Company can issue without Shareholder approval over the 12 month period following the date of issue of the May Broker Options.

If Resolutions 8 and 9 are not passed, the May Broker Options will be included in calculating the Company’s 15% limit in Listing Rule 7.1, effectively decreasing the number of equity securities the Company can issue without Shareholder approval over the 12 month period following the date of issue of the May Broker Options.

8.5 Technical information required by Listing Rule 7. 5

Pursuant to and in accordance with Listing Rule 7.5, the following information is provided in relation to Resolutions 8 and 9:

• (a) the May Broker Options were issued to Sixty-Two Capital and Oakley Capital (or their respective nominees), neither of which are related parties of the Company;

• (b) the number of May Broker Options issued was 2,000,000 to Sixty-Two Capital and 10,000,000 May Broker Options to Oakley Capital;

• (c) the May Broker Options were issued on 16 May 2024;

• (d) the terms and conditions of the May Broker Options are set out in Schedule 1;

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• (e) the May Broker Options were issued at a nil issue price, in consideration for lead manager and bookrunner services provided by Sixty-Two Capital and Oakley Capital;

• (f) the purpose of the issue of the May Broker Options is to satisfy the Company’s obligations under the May Lead Manager Mandates;

• (g) the May Broker Options are being issued to Oakley Capital and Sixty-Two Capital under the May Lead Manager Mandates. A summary of the material terms of the May Lead Manager Mandates is set out in Section 5.2; and

• (h) a voting exclusion statement applies to each Resolution.

9. RESOLUTION 10 – APPROVAL OF DEBT CONVERSION

9.1 Background

As announced by the Company on 24 May 2022 and 2 August 2022, BPH and Advent Energy Limited ( Advent ) entered into an agreement with Clean Hydrogen Technologies Corporation ( Clean Hydrogen ) to pursue an investment in hydrogen technology whereby BPH and Advent subscribed for fully paid shares in Clean Hydrogen representing a total of 10% of the issued share capital in Clean Hydrogen.

On 22 June 2022, BPH Shareholders approved the entry into the transaction with Clean Hydrogen, and also approved the issue of Clean Hydrogen shares to BPH and Advent in exchange for BPH and Advent providing funding under the terms of the agreement as follows:

• (a) 1,206 shares to BPH ( Tranche 1 Subscription Shares ); and

• (b) an additional 1,422 shares to BPH ( Tranche 2 Subscription Shares ) whereby, BPH and Advent had a first right of refusal to subscribe for additional subscription shares by providing further funding of US$1,000,000 to Clean Hydrogen should it need, for the development and operations of its technology ( Tranche 2 Funding ).

On 12 February 2023, Clean Hydrogen requested further funding from BPH and Advent, and Advent (using funds loaned to it by BPH) advanced a total of US$950,000 to Clean Hydrogen.

As at the date of this Notice, Clean Hydrogen have issued to BPH the Tranche 1 Subscription Shares, as approved by Shareholders in June 2022, but have not issued the Tranche 2 Subscription Shares. Following the issue of the Tranche 2 Subscription Shares, BPH’s interest in Clean Hydrogen will increase to 15.6%.

BPH has also been issued 760 Options in Clean Hydrogen ( Clean Hydrogen Options ), which if exercised by BPH, will increase its interest in Clean Hydrogen to 19.25% (on the basis that Advent do not exercise their 190 Clean Hydrogen Options). The Clean Hydrogen Options may be exercised immediately and have an exercise price of US$3,000 each and expiring on the date that is 10 years from the date of issue. As at the date of this Notice, BPH has exercised 101 Clean Hydrogen Options.

As part of the agreement with Clean Hydrogen, BPH and Advent have entered into various loan agreements with Clean Hydrogen whereby a total of US$950,000 has been loaned to Clean Hydrogen by Advent. The loans made by Advent to Clean Hydrogen have been funded by monies loaned to Advent by BPH under two loan agreements on the following terms ( Loan Agreements ):

Loan Agreement 1

TERM	SUMMARY
Date	1 March 2023
Parties	Advent Clean Hydrogen
Principal Amount	US$250,000

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TERM	SUMMARY
Approved Purpose	To build a reactor to consumer natural gas and produce hydrogen with no emissions
Interest	5.1% on and from the Draw Date calculated daily on the outstanding amount of the loan.
Default Interest Rate	If the loan and any outstanding monies owing under the loan agreement, including interest accrued, are not repaid by Clean Hydrogen in accordance with the terms of the agreement, on and from the Repayment Date interest will accrue daily and will be calculated on daily balances on the amount outstanding at a rate of 9.6% per annum until the outstanding amounts are repaid.
Draw Date	2 March 2023 or such other date agreed by Advent and Clean Hydrogen
Repayment Date	5 months after the Draw Date.
Unsecured	The loan is unsecured.
Repayment	Clean Hydrogen shall fully and finally pay the loan together with any other outstanding monies such as accrued interest to Advent on the earlier of the Repayment Date or five (5) Business Days after the date on which Clean Hydrogen receives notice from Advent or such other date as Advent and Clean Hydrogen may agree in writing.
Early Repayment	Clean Hydrogen is at liberty to repay the whole or any part of the outstanding amount due under the loan agreement before it is due to be paid without penalty.
Breach	If Clean Hydrogen commits a breach of any of its obligations under the loan agreement, Advent may by written notice declare all monies owing pursuant to the agreement are due and payable within 5 Business Days after receipt of the notice.
Compromise by Lender	Advent may determine from time to time not to enforce its rights under the loan agreement and may from time to time make any arrangement or compromise with Clean Hydrogen as in its sole discretion it thinks fit.

Loan Agreement 2

TERM	SUMMARY
Date	26 April 2023 and varied on 28 September 2023
Parties	BPH Advent (Lender) Clean Hydrogen (Borrower)
Principal Amount	US$700,000 (in tranches)
Approved Purpose	To build a reactor to consumer natural gas and produce hydrogen with no emissions.
Interest	5.1% on and from the Draw Date calculated daily on the outstanding amount of the loan.
Default Interest Rate	If the loan and any outstanding monies owing under the loan agreement, including interest accrued, are not repaid by the Borrower in accordance with the terms of the agreement, on and from the Repayment Date interest will accrue daily and will be calculated on daily balances on the amount outstanding at a rate of 9.6% per annum until the outstanding amounts are repaid.

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TERM	SUMMARY
Draw Date	Tranche 1: 26 April 2023, or such other date agreed by the parties under the terms of the loan agreement. Tranche 2: on request of the Borrower. Tranche 3: final tranche, upon request of the Borrower and not before 1 July 2023.
Repayment Date	5 months after the Draw Date.
Unsecured	The loan is unsecured.
Repayment	The Borrower shall fully and finally pay the loan together with any other outstanding monies such as accrued interest to BPH on the earlier of the Repayment Date or five (5) Business Days after the date on which the Borrower receives notice from Advent or such other date as Advent and the Borrower may agree in writing.
Early Repayment	Advent is at liberty to repay the whole or any part of the outstanding amount due under the loan agreement before it is due to be paid without penalty.
Breach	If the Borrower commits a breach of any of its obligations under the loan agreement, the Lender may by written notice declare all monies owing pursuant to the agreement are due and payable within 5 Business Days after receipt of the notice.
Compromise by Lender	The Lender may determine from time to time not to enforce its rights under the loan agreement and may from time to time make any arrangement or compromise with the Borrower as in its sole discretion it thinks fit.
Clean Hydrogen Options	Clean Hydrogen will allocate and issue up to 950 Options to Advent and BPH with an exercise price of US$3,000 and exercisable immediately converting into shares in Clean Hydrogen.

The Loan Agreements otherwise contain customary terms.

BPH and Advent have since entered into a loan conversion agreement with Clean Hydrogen (the Loan Conversion Agreement ) whereby all amounts loaned to Clean Hydrogen under the Loan Agreements in respect to the Tranche 2 Funding will convert into equity in Clean Hydrogen, such that BPH and Advent will collectively hold a 19.5% interest in Clean Hydrogen (with BPH’s interest representing 15.6%) (refer to BPHs announcement dated 11 October 2023).

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

TERM	SUMMARY
Date	10 October 2023
Parties	BPH, Advent and Clean Hydrogen
Outstanding Amount	US$950,000
Subscription Share Tranche 2 Payment	US$950,000
Conversion	Clean Hydrogen’s obligations to pay the Outstanding Amount is to be satisfied by it being applied to the Subscription Share Tranche 2 Payment.
Effect of the Conversion	The issue of the Tranche 2 Subscription Shares will satisfy Clean Hydrogen’s obligation to pay the Outstanding Amount under the

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TERM SUMMARY

Loan Agreements and terminate the Loan Agreements, other than interest accrued on these loans which is currently US$16,102.

By entry into the Loan Conversion Agreement, BPH has agreed that the amounts loaned by it to Advent will be converted into equity in Clean Hydrogen ( Debt Conversion ) and following the conversion of the loans under the Loan Conversion Agreement:

• (a) the amount owing by Advent to BPH will be reduced by US$760,000 (A$1,187,500 based on the A$ / US$ exchange rate as at 10 October 2023) ( Outstanding Amount ) (i.e. the amounts owing to BPH by Advent will be satisfied by the issue of 1,422 Tranche 2 Subscription Shares in Clean Hydrogen); and

• (b) the loans to the value set out under (a) under the Loan Agreements will be discharged.

BPH considers the Debt Conversion (i.e. the satisfaction of debt owing to it by Advent by the issue of the Tranche 2 Subscription Shares) to be beneficial to its Shareholders for the reasons set out in the Clean Hydrogen update announcement released on BPH’s ASX platform on 19 December 2023.

On 10 April 2024, the ASX advised that it had exercised its discretion to apply Listing Rule 10.1 to the Debt Conversion as it considers the relationship between the Company, Advent and Clean Hydrogen is of a nature that warrants the Debt Conversion to be approved by Shareholders for the purposes of Listing Rule 10.1.5.

Accordingly, Resolution 10 seeks Shareholder approval for the Company to proceed with the Debt Conversion.

9.2 Technical Information required by Listing Rule 14.1A

If Resolution 10 is passed, the Company will be able to proceed with the Debt Conversion on the terms set out in Section 9.1 above.

If Resolution 10 is not passed, the Company will not be able to proceed with the Debt Conversion, and accordingly the Outstanding Amount will remain owed to BPH by Advent under the Loan Agreements, and the Loan Conversion Agreement, as it relates to BPH will terminate.

Resolution 10 is an ordinary resolution. It must be passed by at least a majority of the votes cast by Shareholders present and entitled to vote on the Resolution.

9.3 Independent Expert’s Report

Listing Rule 10.5.10 requires a notice of meeting containing a resolution to approve a transaction under Listing Rule 10.1 to include a report on the transaction from an independent expert.

The Independent Expert's Report prepared by Nexia Australia ( Independent Expert ) (a copy of which is attached as Annexure A to this Notice) sets out a detailed independent examination of the Debt Conversion to enable Shareholders to assess the merits and decide whether to approve Resolution 10. The Independent Expert has concluded that the Debt Conversion the subject of Resolution 10 is fair and reasonable to the nonassociated Shareholders.

Shareholders are urged to carefully read the Independent Expert’s Report in full to understand the scope of the report, the methodology of the valuation and the sources of information and assumptions made.

9.4 Director Recommendation

Directors David Breeze and Tony Huston have an interest in the outcome of Resolution 10 on the basis that both David Breeze and Tony Huston are also directors of Advent and Tony Huston is also a director of Clean Hydrogen, and for this reason, the Directors do not believe that it is appropriate to make a recommendation on Resolution 10 and encourage Shareholders to carefully consider all aspects of the Debt Conversion, including the advantages and disadvantages referred to in the Independent Expert’s Report.

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The Directors are not aware of any other information other than as set out in this Notice of Meeting 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 Resolution 10.

9.5 ASX Listing Rule 10.1

ASX Listing Rule 10.1 provides that an entity (or any of its subsidiaries) must not acquire a substantial asset from:

• 10.1.1 a related party;

• 10.1.2 a person who is, or was at any time in the 6 months before the issue or agreement, a substantial (30%+) holder in the company;

• 10.1.3 a person who is, or was at any time in the 6 months before the issue or agreement, a substantial (10%+) holder in the company;

• 10.1.4 an associate of a person referred to in Listing Rules 10.11.1 to 10.11.3; or

• 10.1.5 a person whose relationship with the company or a person referred to in Listing Rules 10.1.1 to 10.1.4 is such that, in ASX’s opinion, the issue or agreement should be approved by its shareholders,

unless it obtains the approval of its shareholders.

As noted above, the ASX has exercised its discretion to apply Listing Rule 10.1 to the Debt Conversion as it considers the relationship between the Company and Advent is of a nature that in ASX’s opinion, the Debt Conversion should be approved by security holders of the Company for the purposes of Listing Rule 10.1.5.

9.6

Technical information required by ASX Listing Rule 10.5

Pursuant to and in accordance with ASX Listing Rule 10.5 the following information is provided in relation to Resolution 10:

• (a) the Company has entered into the Loan Conversion Agreement and Loan Agreements with Advent (an entity of which Directors David Breeze and Tony Huston are company directors of) and Clean Hydrogen (an entity of which Director Tony Huston is also a director of in accordance with the terms of the initial agreement with Clean Hydrogen as approved by Shareholders on 21 June 2022). Clean Hydrogen is controlled by David Cassidy, a director of Clean Hydrogen who has a controlling interest in Clean Hydrogen of 29.3%;

• (b) as set out above, ASX has exercised its discretion to apply Listing Rule 10.1 to the Debt Conversion as it considers the relationship between the Company and Advent is of a nature that in ASX’s opinion, the Debt Conversion should be approved by security holders of the Company for the purposes of Listing Rule 10.1.5;

• (c) the Company will be issued 1,422 Tranche 2 Subscription Shares in Clean Hydrogen in satisfaction of US$760,000 loaned from BPH to Advent (and then from Advent to Clean Hydrogen), at which point the Outstanding Amount will be discharged;

• (d) the Tranche 2 Subscription Shares will be issued to BPH by Clean Hydrogen in satisfaction of the Outstanding Amount;

• (e) it is the Company’s intention that the Debt Conversion will occur within five business days following Shareholder approval at this Meeting;

• (f) a summary of the material terms of the Loan Conversion Agreement and the Loan Agreements is set out in Section 9.1;

• (g) a voting exclusion statement is included in Resolution 10 of this Notice; and

• (h) the Independent Expert’s Report is included at Annexure A of the Notice.

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9.7 Chapter 2E of the Corporations Act

Chapter 2E of the Corporations Act requires that 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:

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

(b) 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.

As noted above, ASX has advised that it has exercised its discretion to apply Listing Rule 10.1 to the Debt Conversion as it considers the relationship between the Company, Advent and Clean Hydrogen is of a nature that warrants the Debt Conversion to be approved by Shareholders for the purposes of Listing Rule 10.1.5. The Debt Conversion may constitute giving a financial benefit and Advent may be a related party to the Company, however the Company is of the view that the Debt Conversion is on the same or better terms as the Company would have otherwise entered into with non-related parties and as such, the giving of the financial benefit is on arm’s length terms.

This conclusion has been reached, inter alia, due to the Independent Expert in its Independent Expert’s Report confirming that the Debt Conversion is fair and reasonable to the non-associated Shareholders. Accordingly, the Company is not seeking Shareholder approval under Chapter 2E of the Corporations Act.

10. RESOLUTION 11 – PLACEMENT OF NEW OPTIONS

10.1 General

Subject to Shareholder approval, the Company intends to undertake a placement to issue up to 566,668,557 Options (exercisable at $0.03 each on or before the date that is 12 months from the date of issue) ( New Options ) at an issue price of $0.001 per New Option to raise up to $566,668 ( Option Placement ). The Company will issue a prospectus in relation to the Option Placement shortly after the Meeting ( Prospectus ).

The Option Placement will be offered to all Australian based holders of the Company’s BPHOB class of Options, as at 30 September 2024 ( Eligible Participants ), on the basis of one New Option for every one BPHOB Option held at 30 September 2024 being the expiry date of the BPHOB Options. Any entitlements not taken up by Eligible Participants will form part of a shortfall, which may be placed with Eligible Participants who apply for New Options in excess of their entitlement, existing Shareholders or other parties identified by the Directors.

The primary purpose of the Option Placement is to enable the holders of BPHOB Options to continue to participate in the ongoing development of the Company. Accordingly, Shareholders should note that the Option Placement is not being undertaken as a capital raising exercise. The Company intends to use the funds raised by the Option Placement for hydrocarbon investments, working capital and the costs of the Option Placement.

The Company confirms that no related parties will be issued New Options pursuant to the Option Placement, other than Directors Mr. David Breeze and Mr. Tony Huston for whom Shareholder approval is being sought separately under Resolution 12 and Resolution 13 for their participation in the Option Placement.

10.2 Indicative timetable

The indicative timetable for the Option Placement is set out below:

ACTION	DATE*
Date for determining eligibility of participants in the offer	30 September 2024
Lodgement of the Prospectus with the ASIC and ASX***	2 October 2024
Opening Date of the offer	2 October 2024

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Closing Date of the offer*	10 October 2024
Issue of New Options	15 October 2024
Quotation of New Options**	16 October 2024

The above dates are indicative only and are subject to change at the Board’s discretion in accordance with the Corporations Act and ASX Listing Rules.

The Company intends to apply the funds raised from the Option Placement towards meeting the expenses of preparing and lodging the Prospectus with the ASIC and ASX, with any surplus funds to be used for general working capital.

10.3 ASX Listing Rule 7.1

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.

The effect of Resolution 11 will be to allow the Company to issue the New Options pursuant to the Option Placement during the period of 3 months after the Meeting (or a longer period, if allowed by ASX), without using the Company’s 15% annual placement capacity.

Resolution 11 seeks the required Shareholder approval to the proposed issue under and for the purposes of ASX Listing Rule 7.1.

10.4 Technical information required by ASX Listing Rule 14.1A

If Resolution 11 is passed, the Company will be able to proceed with the issue of New Options under the Option Placement. In addition, the issue will be excluded from the calculation of the number of equity securities that the Company can issue without Shareholder approval under Listing Rule 7.1.

If Resolution 11 is not passed, the Company will not proceed with the issue of New Options under the Option Placement.

10.5 Technical information required by ASX Listing Rule 7.1

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

• (a) the New Options will be offered to Eligible Participants. As noted in Section 10.1, any entitlements not taken up by Eligible Participants will form part of a shortfall, which may be placed with Eligible Participants who apply for New Options in excess of their entitlement, existing Shareholders or other parties identified by the Directors. No related parties will participate in the Option Placement;

• (b) the maximum number of New Options to be issued is 578,347,113;

• (c) the New Options will be issued no later than 3 months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules) and it is intended that issue of the New Options will occur on the same date;

• (d) the issue price will be $0.001 per New Option;

• (e) the New Options will be issued on the terms and conditions set out in Schedule 2;

• (f) the Company intends to use the funds raised from the Option Placement to meet the expenses of preparing and lodging the Prospectus, with any surplus funds to be used for general working capital; and

• (g) a voting exclusion applies to this Resolution.

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11. RESOLUTION 12 AND RESOLUTION 13 – RELATED PARTY PARTICIPATION IN OPTION PLACEMENT – MR DAVID BREEZE AND MR TONY HUSTON

11.1 General

As set out in Section 11.1 above, Directors David Breeze and Tony Huston wishes to participate in the Option Placement on the same terms as unrelated participants in the Option Placement ( Participation ) by taking up their entitlement to New Options based on their holding of BPHOB Options as at the record date.

Accordingly, Resolution 12 seeks Shareholder approval for the issue of 9,273,510 New Options to Mr David Breeze (or his nominee), as a result of the Participation on the terms set out below and Resolution 13 seeks Shareholder approval for the issue of 1,542,762 New Options to Mr Tony Huston (or his nominee), as a result of the Participation on the terms set out below.

11.2 Chapter 2E of the Corporations Act

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:

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

(b) 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 Participation will result in the issue of Shares which constitutes giving a financial benefit and Messrs Breeze and Huston are each a related party of the Company by virtue of being a Director.

In respect of Resolution 12, the Directors (other than David Breeze who has a material personal interest in resolution 12) consider that Shareholder approval pursuant to Chapter 2E of the Corporations act is not required in respect of Mr Breeze’s Participation in the Option Placement because the New Options will be issued to Mr Breeze on the same terms as the New Options issued to non-related party participants in the Option Placement and as such, the giving of the financial benefit is on arm’s length terms.

In respect of Resolution 13, the Directors (other than Tony Huston who has a material personal interest in resolution 13) consider that Shareholder approval pursuant to Chapter 2E of the Corporations act is not required in respect of Mr Huston’s Participation in the Option Placement for the same reason as is given for Mr Breeze’s participation above.

11.3 Listing Rule 10.11

Listing Rule 10.11 provides that unless one of the exceptions in Listing Rule 10.12 applies, a listed company must not issue or agree to issue equity securities to:

10.11.1 a related party; 10.11.2 a person who is, or was at any time in the 6 months before the issue or agreement, a substantial (30%+) holder in the company;

10.11.3 a person who is, or was at any time in the 6 months before the issue or agreement, a substantial (10%+) holder in the company and who has nominated a director to the board of the company pursuant to a relevant agreement which gives them a right or expectation to do so; 10.11.4 an associate of a person referred to in Listing Rules 10.11.1 to 10.11.3; or 10.11.5 a person whose relationship with the company or a person referred to in Listing Rules 10.11.1 to 10.11.4 is such that, in ASX’s opinion, the issue or agreement should be approved by its shareholders,

unless it obtains the approval of its shareholders.

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The Participation falls within Listing Rule 10.11.1 and does not fall within any of the exceptions in Listing Rule 10.12. It therefore requires the approval of Shareholders under Listing Rule 10.11.

Resolutions 12 and 13 seek Shareholder approval for the participation under and for the purposes of Listing Rule 10.11.

11.4 Technical information required by Listing Rule 14.1A

If Resolution 12 is passed the Company will be able to proceed with the issue of the New Options to David Breeze under the Participation within one month after the date of the Meeting (or such later date as permitted by any ASX waiver or modification of the Listing Rules). As approval pursuant to Listing Rule 7.1 is not required for the issue of the Securities in respect of the Participation (because approval is being obtained under Listing Rule 10.11), the issue of the Securities will not use up any of the Company’s 15% annual placement capacity.

If Resolution 12 is not passed, the Company will not be able to proceed with the issue of the New Options to David Breeze under the Participation.

If Resolution 13 is passed the Company will be able to proceed with the issue of the New Options to Tony Huston under the Participation within one month after the date of the Meeting (or such later date as permitted by any ASX waiver or modification of the Listing Rules). As approval pursuant to Listing Rule 7.1 is not required for the issue of the Securities in respect of the Participation (because approval is being obtained under Listing Rule 10.11), the issue of the Securities will not use up any of the Company’s 15% annual placement capacity.

If Resolution 13 is not passed, the Company will not be able to proceed with the issue of the New Options to Tony Huston under the Participation.

Resolutions 12 and 13 are conditional on Resolution 11 also being passed. Therefore, if Resolution 11 is not passed, the Option Placement will not be undertaken and Messrs Breeze and Huston will not receive any New Options.

11.5 Technical Information required by Listing Rule 10.13

Pursuant to and in accordance with Listing Rule 10.13, the following information is provided in relation to Resolutions 12 and 13:

• (a) the New Options will be issued to David Breeze and Tony Huston (or their nominee), who each falls within the category set out in Listing Rule 10.11.1, as each Director is a related party of the Company by virtue of being a Director;

• (b) the maximum number of New Options to be issued to each Director is:

• (i) 9,273,510 New Options to Mr David Breeze (or his nominee); and

• (ii) 1,542,762 New Options to Mr Tony Huston (or his nominee);

• (c) the New Options will be issued no later than 1 month after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the Listing Rules) and it is anticipated the New Options will be issued on the same date;

• (d) the New Options shall be issued on the same terms and conditions as other nonrelated participants in the Option Placement as set out in Schedule 2;

• (e) the issue price will be $0.001 per New Option, being the same issue price as New Options offered to other non-related participants in the Option placement issued to other participants in the Capital Raising.

• (f) the purpose of the issue of New Options under the Option Placement is not to raise capital but to enable the holders of BPHOB Options to continue to participate in the ongoing development of the Company. The Company will use the funds raised to meet the expenses of preparing and lodging the prospectus and toward working capital;

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(g) the New Options to be issued under the Participation are not intended to remunerate or incentivise the Director;

• (h) the New Options are not being issued under an agreement; and

(i) a voting exclusion statement is included in Resolutions 12 and 13 of the Notice.

12. BACKGROUND TO RESOLUTIONS 14-17 – AUGUST PLACEMENT

12.1 General

On 12 August 2024, the Company announced that it had issued 57,932,781 Shares at an issue price of $0.018 per Share ( August Placement Shares ) to raise approximately $1,000,000 pursuant to a placement to sophisticated investors ( August Placement ). The August Placement Shares were issued on 15 August 2024 pursuant to the Company’s placement capacity under ASX Listing Rule 7.1A.

The Company also announced that participants in the August Placement ( August Placement Participants ) would be issued one (1) free attaching Option for every two (2) Shares subscribed for and issued to them under the August Placement ( August Placement Options ).

The August Placement options are exercisable at $0.03 per august Placement Option on or before the date that is 12 months from the date of issue. No funds will be raised from the issue of the August Placement Options. A total of 28,966,391 August Placement Options will be issued to August Placement Participants subject to receipt of Shareholder approval pursuant to Resolution 15.

It is intended that the Company will apply for quotation of the August Placement Options.

Use of funds

The purpose of raising these funds under the August Placement is to fund exploration and development of oil and gas investments, funding to assist in the continued development of Cortical Dynamics, and for working capital including costs of the offer.

Refer to the Company’s announcement dated 12 August 2024 for further information.

Lead Manager

As announced by the Company on 12 August 2024, the Company engaged Oakley Capital and Sixty-Two Capital as the Joint Lead Managers for the August Placement ( August Joint Lead Managers ) under separate agreements (together the August Lead Manager Mandates ).

The Company has agreed to pay the August Joint Lead Managers a 5.5% cash fee on the funds raised in the August Placement and has agreed to issue a total of 16,666,667 broker options, pro rata to their participation in the August Placement ( August Broker Options ).

A total of 16,666,667 August Broker Options will be issued to the August Joint Lead Managers as follows:

• (a) 13,888,889 August Broker Options to Oakley Capital subject to receipt of Shareholder approval under Resolution 16; and

• (b) 2,777,778 August Broker Options to Sixty-Two Capital subject to receipt of Shareholder approval under Resolution 17.

The August Broker Options will be issued on the same terms and conditions as the August Placement Options.

12.2 Summary of Resolutions

Under this Notice, Shareholders are being asked to:

• (a) ratify the issue of 57,932,781 August Placement Shares using the Company’s placement capacity under Listing Rule 7.1, pursuant to Resolution 14;

• (b) approve the issue of 28,966,391 August Placement Options to August Placement Participants pursuant to Resolution 15;

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(c) approve the issue of 13,888,889 August Broker Options to Oakley Capital pursuant to Resolution 16; and

(d) approve the issue of 2,777,778 August Broker Options to Sixty-Two Capital pursuant to Resolution 17.

13. RESOLUTION 14 – RATIFICATION OF PRIOR ISSUE OF AUGUST PLACEMENT SHARES 13.1 General

As summarised in Section 11.1 above, Resolution 14 seeks Shareholder approval to ratify the issue of 57,932,781 August Placement Shares offered to the August Placement participants under the August Placement pursuant to the Company’s ASX Listing Rule 7.1A capacity.

13.2 Listing Rules 7.1 and 7.1A

Listing Rule 7.1A is summarised in Section 2.1 above.

Under Listing Rule 7.1A however, an eligible entity can seek approval from its members, by way of a special resolution passed at its annual general meeting, to increase this 15% limit by an extra 10% to 25%.

The issue of the August Placement Shares did not fit within any of the exceptions set out in Listing Rule 7.2 and, as the issue has not yet been approved by Shareholders, it effectively uses up part of the 25% limit in Listing Rule 7.1 and 7.1A, reducing the Company’s capacity to issue further equity securities without Shareholder approval under Listing Rule 7.1 for the 12 month period following issue of the August Placement Shares.

Resolution 14 seeks Shareholder ratification pursuant to Listing Rule 7.4 for the issue of the August Placement Shares. 13.3 Listing Rule 7.4 Listing Rule 7.4 is summarised in Section 2.1 above. The Company wishes to retain as much flexibility as possible to issue additional equity securities in the future without having to obtain Shareholder approval for such issues under Listing Rule 7.1. Accordingly, the Company is seeking Shareholder ratification pursuant to Listing Rule 7.4 for the issue of the August Placement Shares. The issue of the August Placement Shares did not breach Listing Rule 7.1 at the time of issue. 13.4 Technical information required by Listing Rule 14.1A If Resolution 14 is passed, the August Placement Shares will be excluded in calculating the Company’s combined 25% limit in Listing Rules 7.1 and 7.1A, effectively increasing the number of equity securities the Company can issue without Shareholder approval over the 12 month period following the date of issue of the August Placement Shares. If Resolution 14 is not passed, the August Placement Shares will be included in calculating the use of the Company’s 25% limit in Listing Rules 7.1 and 7.1A, effectively decreasing the number of equity securities the Company can issue without Shareholder approval over the 12 month period following the date of issue of the August Placement Shares. 13.5 Technical information required by Listing Rule 7.5 Pursuant to and in accordance with Listing Rule 7.5, the following information is provided in relation to Resolution 14:

(a)	the August Placement Shares were issued to the August Placement participants
	who are unrelated professional and sophisticated investors. The August
	Placement participants were identified through a bookbuild process, which
	involved Oakley Capital and Sixty-Two Capital seeking expressions of interest to
	participate in the August Placement from non-related parties of the Company;

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(b) in accordance with paragraph 7.2 of ASX Guidance Note 21, the Company confirms that none of the recipients were:

• (i) related parties of the Company, members of the Company’s Key Management Personnel, substantial holders of the Company, advisers of the Company or an associate of any of these parties; and

• (ii) issued more than 1% of the issued capital of the Company;

• (c) 57,932,781 August Placement Shares were issued, and the August Placement 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 August Placement Shares were issued on 15 August 2024;

• (e) the issue price for the August Placement Shares was $0.018. The Company has not and will not receive any other consideration for the issue of the August Placement Shares;

• (f) the purpose and use of funds raised from the issue of August Placement Shares are set out in Section 1.1 above;

• (g) the August Placement Shares were not issued under an agreement. The August Placement Shares were issued to August Placement Participants who made commitments by submitting bids to the Oakley Capital; and

• (h) a voting exclusion statement applies to this Resolution.

14. RESOLUTION 15, RESOLUTION 16 AND RESOLUTION 17 – APPROVAL TO ISSUE AUGUST PLACEMENT OPTIONS AND AUGUST BROKER OPTIONS

14.1 General

As set out above in section 12.1:

• (a) the Company has agreed to issue August Placement Participants with one (1) free attaching August Placement Option for every two (2) August Placement Shares applied for. A total of 28,966,391 August Placement Options will be issued by the Company subject to Shareholder approval pursuant to Resolution 15; and

• (b) the Company has agreed to issue Oakley Capital 13,888,889 August Broker Options for services provided, subject to Shareholder approval pursuant to Resolution 16; and

• (c) the Company has agreed to issue Sixty-Two Capital 2,777,778 August Broker Options for services provided, subject to Shareholder approval pursuant to Resolution 17.

As summarised in Section 1.1 above, Listing Rule 7.1 limits the amount of equity securities that a listed company can issue without the approval of its shareholders over any 12-month period to 15% of the fully paid ordinary shares it had on issue at the start of that period.

The proposed issue of the August Placement Options and the August Broker Options falls within exception 17 of Listing Rule 7.2. It therefore requires the approval of Shareholders under Listing Rule 7.1.

14.2 Technical information required by Listing Rule 14.1A

If Resolution 15 is passed, the Company will be able to proceed with the issue of the August Placement Options. In addition, the issue of the August Placement Options will be excluded from the calculation of the number of equity securities that the Company can issue without Shareholder approval under Listing Rule 7.1.

If Resolution 16 is passed, the Company will be able to proceed with the issue of the August Broker Options to Oakley Capital. In addition, the issue of the August Broker Options will be excluded from the calculation of the number of equity securities that the Company can issue without Shareholder approval under Listing Rule 7.1.

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If Resolution 17 is passed, the Company will be able to proceed with the issue of the August Broker Options to Sixty-Two Capital. In addition, the issue of the August Broker Options will be excluded from the calculation of the number of equity securities that the Company can issue without Shareholder approval under Listing Rule 7.1.

If Resolution 15 is not passed, the Company will not be able to proceed with the issue of the August Placement Options.

If Resolution 16 is not passed, the Company will not be able to proceed with the issue of the August Broker Options and the Company may need to pay Oakley Capital the equivalent of the August Broker Options in cash.

If Resolution 17 is not passed, the Company will not be able to proceed with the issue of the August Broker Options and the Company may need to pay Sixty-Two Capital the equivalent of the August Broker Options in cash.

14.3 Technical information required by Listing Rule 7.3

Pursuant to and in accordance with Listing Rule 7.3, the following information is provided in relation to Resolution 15, Resolution 16 and Resolution17:

• (a) the August Placement Options will be issued to the August Placement Participants who are unrelated professional and sophisticated investors, so that following the issue they will have received one (1) August Placement Option for every two (2) August Placement Shares they subscribed for and received under the August Placement. The August Placement Participants were identified through a bookbuild process, which involved Oakley Capital seeking expressions of interest to participate in the August Placement from non-related parties of the Company;

• (b) the August Broker Options will be issued to Oakley Capital and Sixty-Two Capital pro rata to their participation in the August Placement, under the terms of the August Joint Lead Manager Mandates on the basis set out in Section 13.1 above;

• (c) in accordance with paragraph 7.2 of ASX Guidance Note 21, the Company confirms that none of the recipients will be:

• (i) related parties of the Company, members of the Company’s Key Management Personnel, substantial holders of the Company, advisers of the Company or an associate of any of these parties; and

• (ii) issued more than 1% of the issued capital of the Company;

• (d) the maximum number of August Placement Options to be issued is 28,966,391 and the maximum number of August Broker Options to be issued is 16,666,667. The terms and conditions of the August Placement Options and the August Broker Options are set out in Schedule 2;

• (e) the August Placement Options and the August Broker Options will be issued no later than 3 months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the Listing Rules) and it is intended that issue of the August Placement Options and the August Broker Options will occur on the same date;

• (f) the issue price for the August Placement Options will be nil. The Company will not receive any other consideration for the issue of the August Placement Options (other than in respect of funds received on exercise of these Options);

• (g) the issue price for the August Broker Options will be nil. The Company will not receive any other consideration for the issue of the August Broker Options (other than in respect of funds received on exercise of these Options);

• (h) the purpose and use of funds raised from the issue of August Placement Shares (which the August Placement Options are free attaching to) are set out in Section 12.1 above;

• (i) the purpose of the issue of the August Broker Options is to satisfy the Company’s obligations under the August Joint Lead Manager Mandates;

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• (j) the August Placement Options will not be issued under an agreement. The August Placement Options will be issued to the August Placement Participants who made commitments by submitting bids to Oakley Capital and Sixty- Two Capital;

• (k) the August Broker Options will be issued under the August Joint Lead Manager Mandates, a summary of which is set out in Section 12.1;

• (l) the August Placement Options and the August Broker Options are not being issued under, or to fund, a reverse takeover; and

• (m) a voting exclusion statement applies to this Resolution.

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GLOSSARY

$ or A$ means Australian dollars.

Advent means Advent Energy Limited (ACN 109 955 400).

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.

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.

Clean Hydrogen means Clean Hydrogen Technologies Corporation.

Closely Related Party of a member of the Key Management Personnel means:

• (a) a spouse or child of the member;

• (b) a child of the member’s spouse;

• (c) a dependent of the member or the member’s spouse;

• (d) anyone else who is one of the member’s family and may be expected to influence the member, or be influenced by the member, in the member’s dealing with the entity;

• (e) a company the member controls; or

• (f) a person prescribed by the Corporations Regulations 2001 (Cth) for the purposes of the definition of ‘closely related party’ in the Corporations Act.

Company means BPH Energy Limited (ACN 095 912 002.).

Constitution means the Company’s constitution.

Corporations Act means the Corporations Act 2001 (Cth).

Debt Conversion has the meaning set out in Section 9.1.

Directors means the current directors of the Company.

Everblu means Everblu Capital Pty Ltd (ACN 612 793 683) (AFSL 499 601).

Explanatory Statement means the explanatory statement accompanying the Notice.

Independent Expert means Nexia Perth Corporate Finance Pty Ltd (ACN 009 342 661).

Key Management Personnel has the same meaning as in the accounting standards issued by the Australian Accounting Standards Board and means those persons having authority and responsibility for planning, directing and controlling the activities of the Company, or if the Company is part of a consolidated entity, of the consolidated entity, directly or indirectly, including any director (whether executive or otherwise) of the Company, or if the Company is part of a consolidated entity, of an entity within the consolidated group.

Listing Rules means the Listing Rules of ASX.

Loan Agreements has the meaning set out in Section 9.1.

Loan Conversion Agreement has the meaning set out in Section 9.1.

Meeting means the meeting convened by the Notice.

New Option has the meaning set out in Section 10.1.

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

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Oakley Capital means Oakley Capital Partners Pty Limited (ACN 663 165 839) trading as Oakley Capital, Corporate Authorised Representative (No 001307947) of Alpha Securities Pty Ltd (ABN 96 124 327 064) holder of Australian Financial Services Licence No 330757.

Option means an option to acquire a Share.

Optionholder means a holder of an Option.

Outstanding Amount has the meaning set out in Section 9.1.

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.

Sixty-Two Capital means Sixty-Two Capital Pty Limited (ACN 611 480 169) (AFSL 531 982).

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.

US$ means United States dollars.

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

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SCHEDULE 1 – TERMS AND CONDITIONS OF THE OPTIONS

(a) Entitlement

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

(b) Exercise Price

Subject to paragraph (i), the amount payable upon exercise of each Option will be $0.03 ( Exercise Price ).

(c) Expiry Date

Each Option will expire at 5:00 pm (WST) on 30 September 2024 ( 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 five Business Days after the Exercise Date, the Company will:

• (i) 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 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) Reconstruction of capital

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

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(j) 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.

(k) 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.

(l) Transferability

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

(m) Voting Rights

The Options do not confer any rights on the Optionholder to vote unless and until any Option has been exercised and Shares have been issued to the Optionholder.

(n) Entitlement to Dividends

The Options do not confer any rights to dividends unless and until any Option has been exercised and Shares have been issued to the Optionholder.

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SCHEDULE 2 – TERMS AND CONDITIONS OF THE NEW OPTIONS, AUGUST PLACEMENT OPTIONS AND AUGUST BROKER OPTIONS

(a) Entitlement

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

(b) Exercise Price

Subject to paragraph (i), the amount payable upon exercise of each Option will be $0.03 ( Exercise Price ).

(c) Expiry Date

Each Option will expire at 5:00 pm (WST) on the date that is 12 months from the date of issue ( 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 five Business Days after the Exercise Date, the Company will:

• (i) 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 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.

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1939-01/3493521_15

(i) Reconstruction of capital

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

(j) 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.

(k) 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.

(l) Transferability

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

(m)

Voting Rights

The Options do not confer any rights on the Optionholder to vote unless and until any Option has been exercised and Shares have been issued to the Optionholder.

(n) Entitlement to Dividends

The Options do not confer any rights to dividends unless and until any Option has been exercised and Shares have been issued to the Optionholder.

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ANNEXURE A – INDEPENDENT EXPERT ’S REPORT

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1939-01/3493521_15

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BPH Energy Limited

Independent Expert’s Report and Financial Services Guide

21 August 2024

In our opinion, the proposed transaction is fair and reasonable to the non-associated shareholders

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FINANCIAL SERVICES GUIDE

Dated: 21 August 2024

What is a Financial Services Guide (‘FSG’)?

This FSG is designed to help you decide whether to use any of the general financial product advice provided by Nexia Perth Corporate Finance Pty Ltd ABN 84 009 342 661 (‘NPCF’), Australian Financial Services Licence Number 289358 (‘AFSL’).

This FSG includes information about:

• NPCF and how they can be contacted;

• the services NPCF is authorised to provide;

• how NPCF are paid;

• any relevant associations or relationships of NPCF;

• how complaints are dealt with as well as information about internal and external dispute resolution systems, and how you can access them; and

• the compensation arrangements that NPCF has in place.

Where you have engaged NPCF we act on your behalf when providing financial services. Where you have not engaged NPCF, NPCF acts on behalf of our client when providing these financial services and are required to provide you with a FSG because you receive a report or other financial services from NPCF.

Financial Services that NPCF is authorised to provide

NPCF, which holds an AFSL authorising it to provide, amongst other services, financial product advice for securities and interests in managed investment schemes, including investor directed portfolio services, to retail clients.

We provide financial product advice when engaged to prepare a report in relation to a transaction relating to one of these types of financial products.

NPCF's responsibility to you

NPCF has been engaged by the independent directors of BPH Energy Limited (‘BPH’ or the ‘Client’) to provide general financial product advice in the form of an independent expert’s report dated 21 August 2024 (‘the Report’), which is to be included in the Notice of General Meeting (the ‘Notice of Meeting’ or the ‘Document’) to be sent to BPH shareholders on or around 28 August 2024.

You have not engaged NPCF directly but have received a copy of the Report because you have been provided with a copy of the Document. NPCF or the employees of NPCF are not acting for any person other than the Client.

NPCF is responsible and accountable to you for ensuring that there is a reasonable basis for the conclusions in the Report.

1

General Advice

As NPCF has been engaged by the Client, the Report only contains general advice as it has been prepared without taking into account your personal objectives, financial situation or needs.

You should consider the appropriateness of the general advice in the Report having regard to your circumstances before you act on the general advice contained in the Report.

You should also consider the other parts of the Document before making any decision in relation to the Notice of Meeting.

Fees NPCF may receive

NPCF charges fees for preparing reports. These fees will usually be agreed with and paid by the Client. Fees are agreed on either a fixed fee or a time cost basis. In this instance, the Client has agreed to pay NPCF $23,000 (excluding GST and out of pocket expenses) for preparing the Report. NPCF and its officers, representatives, related entities and associates will not receive any other fee or benefit in connection with the provision of this Report.

Referrals

NPCF does not pay commissions or provide any other benefits to any person for referring customers to them in connection with a Report.

Associations and Relationships

Through a variety of corporate and trust structures NPCF is controlled by and operates as part of the Nexia Perth Pty Ltd. NPCF's directors and authorised representative may be directors in the Nexia Perth Pty Ltd group entities (‘Nexia Perth Group’). Ms Evelyn Tan, and Ms Muranda Janse Van Nieuwenhuizen, both Directors and Representatives of NPCF, have prepared this Report. The financial product advice in the Report is provided by NPCF and not by the Nexia Perth Group.

From time to time, NPCF, the Nexia Perth Group and related entities (‘Nexia entities’) may provide professional services, including audit, tax and financial advisory services, to companies and issuers of financial products in the ordinary course of their businesses.

Over the past two years, other than the fees disclosed for the preparation of this Report, Nexia entities have received fees from the Client of $2,540 plus GST in relation to the lodgements of tax returns.

No individual involved in the preparation of this Report holds a substantial interest in, or is a substantial creditor of, the Client or has other material financial interests in the proposed transaction described in this Report.

Complaints Resolution

If you have a complaint, please let NPCF know. Formal complaints should be sent in writing to:

Nexia Perth Corporate Finance Pty Ltd Head of Compliance GPO Box 2570 Perth WA 6001

If you have difficulty in putting your complaint in writing, please telephone the Complaints Officer, Susan Montanari, on +61 8 9463 2463 and she will assist you in documenting your complaint.

ii

Written complaints are recorded, acknowledged within 5 days and investigated. As soon as practical, and not more than 45 days after receiving the written complaint, the response to your complaint will be advised in writing.

External Complaints Resolution Process

If NPCF cannot resolve your complaint to your satisfaction within 45 days, you can refer the matter to the Australian Financial Complaints Authority (‘AFCA’). AFCA is an independent company that has been established to provide free advice and assistance to consumers to help in resolving complaints relating to the financial services industry.

Further details about AFCA are available on its website www.afca.org.au or by contacting it directly via the details set out below.

Australian Financial Complaints Authority GPO Box 3, Melbourne, Victoria 3001 Telephone: 1800 931 678 Email: info@afca.org.au

The Australian Securities and Investments Commission also has a free call infoline on 1300 300 630 which you may use to obtain information about your rights.

Compensation Arrangements

NPCF has professional indemnity insurance cover as required by the Corporations Act 2001 (Cth).

Contact Details You may contact NPCF at:

Nexia Perth Corporate Finance Pty Ltd GPO Box 2570 Perth WA 6001

iii

21 August 2024

The Directors BPH Energy Limited Unit 12, Level 1, 114 Cedric Street STIRLING WA 6021

Dear Sirs / Madams,

Independent Expert’s Report

1. BACKGROUND AND OUTLINE OF THE PROPOSED TRANSACTION

1.1 Background

BPH Energy Limited (‘BPH’ or the ‘Company’), listed on the Australian Securities Exchange (‘ASX’) (ASX code: BPH), is a diversified company holding investments in the resources and biotechnology sectors. BPH’s main investments include: Clean Hydrogen Technologies Corporation (‘Clean Hydrogen’), Advent Energy Limited (‘Advent’), Cortical Dynamics Limited (‘Cortical Dynamics’) and Molecular Discovery Systems (‘MDSystems’).

BPH’s initial investment in Clean Hydrogen dates back to 2022. On 24 May 2022, after assessing new investment opportunities in energy solutions with a responsible management and protection against carbon emissions, BPH announced an intention, subject to shareholder approval, to pursue an investment in Clean Hydrogen. Clean Hydrogen has developed and tested processing capabilities that have successfully produced hydrogen with no C02 emissions, achieving on average a 92% cracking efficiency (the percentage of hydrocarbons broken into solid carbon and hydrogen per hour). Clean Hydrogen’s technology is aimed at the global shift to demand for clean (non-C02 emitting) hydrogen.

On 21 June 2022, BPH’s shareholders voted unanimously to approve the investment in Clean Hydrogen. The key terms of the investment included:

• BPH and its investee Advent to subscribe for 10% of the total issued share capital of Clean Hydrogen (‘Tranche 1 Subscription Shares’) for US$1,000,000, with BPH paying US$800,000 and receiving 8% of the Clean Hydrogen shares, and Advent paying US$200,000 and receiving 2% of the Clean Hydrogen shares; and

• BPH and Advent having a first right of refusal to subscribe for a further 10% of the total issued share capital of Clean Hydrogen (‘Tranche 2 Subscription Shares’), resulting in BPH and Advent owning approximately 20% of the total issued share capital of Clean Hydrogen, for US$1,000,000 should Clean Hydrogen need the additional funding for the development and operations of its technology.

On 2 August 2022, BPH announced that BPH and Advent had settled the acquisition of the 10% interest (the Tranche 1 Subscription Shares) in Clean Hydrogen for US$1,000,000, which resulted in BPH holding 1,206 Clean Hydrogen shares and Advent holding 301 Clean Hydrogen shares.

On 27 April 2023, BPH announced that Clean Hydrogen had made requests for additional funding from BPH and Advent, and that Advent had lent Clean Hydrogen two unsecured loans of US$250,000 each under two loan agreements (being ‘Loan Agreement 1’ and ‘Loan Agreement 2’, together the ‘Loan Agreements’), both agreements being on normal commercial terms. The loans were funded by monies loaned by BPH to Advent. The Loan Agreements provided for a further unsecured loan of US$500,000 to be made to Clean Hydrogen.

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Two further unsecured loans were advanced to Clean Hydrogen under the Loan Agreement 2, one for US$250,000 (announced on 22 August 2023) and one for US$200,000 (in October 2023), taking the total loan under the Loan Agreement 2 to US$700,000. Together with loans funded under Agreement 1, the total amount of funds loaned to Clean Hydrogen were US$950,000. In addition, Clean Hydrogen issued 950 options (with the option for conversion into Clean Hydrogen shares) to BPH and Advent, 760 options to BPH and 190 options to Advent.

Separately, BPH has a 35.81% interest in Advent which had increased as a result of cash investments made by BPH since 2020. The monies that Advent has lent to Clean Hydrogen under Loan Agreement 1 and Loan Agreement 2 were funded by loans from BPH to Advent under two loan agreements dated 1 March 2023 and 26 April 2023 and varied on 28 September 2023 (‘BPH-Advent Loans’). The BPH-Advent Loans do not have a conversion right into shares in Advent. As at 31 December 2023, BPH was owed a total of A$4,707,147 (including applicable interest) from Advent.

On 10 October 2023, BPH, Advent and Clean Hydrogen entered into a loan conversion agreement (‘the Loan Conversion Agreement’) whereby all amounts loaned to Clean Hydrogen under the Loan Agreements, of US$950,000 (exclusive of interest), will convert into equity in Clean Hydrogen under which the parties agreed to convert the outstanding amount under the Loan Agreements into Tranche 2 Subscription Shares for a further 9.5% of the total issued share capital of Clean Hydrogen to bring the aggregate interest of BPH and Advent in Clean Hydrogen to 19.5%. Under the Loan Conversion Agreement, this will involve the issue of 1,422 shares to BPH and 355 shares to Advent.

The effect of the conversion under the Loan Conversion Agreement will include the issue of 1,422 shares in Clean Hydrogen to BPH. Therefore, BPH has agreed that the amounts loaned by it to Advent will be reduced by US$760,000 (A$1,187,500 based on the A$/US$ exchange rate as at 10 October 2023) following the loan to Clean Hydrogen being converted into equity in Clean Hydrogen. This reduction of US$760,000 (or A$1,187,500) will be satisfied by the receipt of 1,422 Tranche 2 Subscription Shares in Clean Hydrogen (the ‘Proposed Transaction’) and not shares in Advent.

The ASX had previously advised BPH to consult with it regarding the application of ASX Listing Rule 10.1.5 of Chapter 10 ‘Transactions with persons in a position of influence’ (‘ASX Listing Rule 10.1.5’) should BPH seek to increase its shareholding in Advent (whether by maintaining its current percentage interest in the event Advent undertook a capital raising, increasing its percentage interest, or a debt for equity conversion).

Although the Proposed Transaction does not involve the issue of shares in Advent nor does it involve BPH increasing its shareholding in Advent, ASX has exercised its discretion under ASX Listing Rule 10.1.5 to apply ASX Listing Rule 10.1 of Chapter 10 ‘Transactions with persons in a position of influence’ (‘ASX Listing Rule 10.1’) to the Proposed Transaction as the ASX considers the relationship between the BPH and Advent is of a nature that warrants the Proposed Transaction to be approved by BPH’s shareholders. Therefore, the Proposed Transaction is subject to shareholders’ approval.

Accordingly, the Notice of General Meeting (‘Notice of Meeting’) contains Resolution 10 that seeks the approval from shareholders of BPH of the Proposed Transaction (being the Company reducing US$760,000 of the loan owing by Advent upon receipt of 1,422 fully paid ordinary shares in Clean Hydrogen).

Nexia Perth Corporate Finance Pty Ltd (‘NPCF’) has been requested by BPH to prepare an Independent Expert’s Report (the ‘Report’) in relation to the Proposed Transaction and to express an opinion on whether the Proposed Transaction is fair and reasonable to the non-associated shareholders of BPH (the ‘Shareholders’). Our Report has been prepared to accompany the Company’s Notice of Meeting.

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1.2 Outline of the Proposed Transaction

On 10 October 2023, BPH, Advent and Clean Hydrogen entered into a loan conversion agreement (‘the Loan Conversion Agreement’) whereby all amounts loaned to Clean Hydrogen under the Loan Agreements, of US$950,000 (exclusive of interest), will convert into equity in Clean Hydrogen under which the parties agreed to convert the outstanding amount under the Loan Agreements into Tranche 2 Subscription Shares for a further 9.5% of the total issued share capital of Clean Hydrogen to bring the aggregate interest of BPH and Advent in Clean Hydrogen to 19.5%. Under the Loan Conversion Agreement, this will involve the issue of 1,422 shares to BPH and 355 shares to Advent.

The effect of the conversion under the Loan Conversion Agreement will include the issue of 1,422 shares in Clean Hydrogen to BPH. Therefore, BPH has agreed that the amounts loaned by it to Advent, of A$4,707,147 as at 31 December 2023, will be reduced by US$760,000 (or A$1,187,500 based on the A$/US$ exchange rate as at 10 October 2023) following the loan to Clean Hydrogen being converted into equity in Clean Hydrogen. This reduction of US$760,000 (or A$1,187,500) will be satisfied by the receipt of 1,422 Tranche 2 Subscription Shares in Clean Hydrogen and not shares in Advent.

The charts below show the loans outstanding between BPH and Advent, and the shareholdings in Clean Hydrogen before and after completion of the Proposed Transaction:

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----- Start of picture text -----

Loan balances and Clean Hydrogen shareholdings as at 31 December 2023 before and after the Proposed
Transaction
Before the Proposed Transaction
A$4,707,147
BPH Energy Ltd loan Advent Energy Ltd Other shareholders
US$950,000
8.0% loan 2.0% 90.0%
Clean Hydrogen
Technologies Corp.
After the Proposed Transaction
A$3,519,647
BPH Energy Ltd loan Advent Energy Ltd Other shareholders
15.6% 3.9% 80.5%
Clean Hydrogen
Technologies Corp.
----- End of picture text -----

Source: BPH and NPCF analysis

Upon completion of the Proposed Transaction and the issuance of 1,422 shares to BPH and 355 shares to Advent, BPH’s and Advent’s combined shareholding in Clean Hydrogen will increase from 10% to 19.5%, and BPH’s and Advent’s individual shareholding in Clean Hydrogen will increase from 8% to 15.6% and 2% to 3.9%, respectively, as shown in the table as follows.

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	Before the			After the
	Proposed		Proposed	Proposed
Clean Hydrogen shareholders	Transaction	% of total	Transaction	Transaction	% of total
BPH Advent Other shareholders Total	1,206 8.0% 1,422 2,628 15.6% 301 2.0% 355 656 3.9% 13,557 90.0% - 13,558 80.5%
	15,064 100.0% 1,777 16,842 100.0%

Source: BPH and NPCF analysis

Note that shareholdings above do not reflect that, as at the date of this Report, BPH has exercised 101 of its Clean Hydrogen options.

Upon completion of the Proposed Transaction, BPH’s shareholding in Clean Hydrogen increases from 8.0% to 15.6% and the outstanding balance of BPH’s loan to Advent as at 31 December 2023 reduces from A$4,707,147 to A$3,519,647 (a reduction of A$1,187,500 equivalent to US$760,000 based on the A$/US$ exchange rate as at 10 October 2023).

2. PURPOSE OF REPORT AND BASIS OF ASSESSMENT

2.1 Purpose of Report

The purpose of this Report is to provide an opinion on whether the Proposed Transaction is fair and reasonable to the Shareholders of BPH.

ASX Listing Rule 10.1 states that an entity must ensure that neither it, nor its child entities, acquires or agrees to acquire a substantial asset from, or disposes of or agrees to dispose of a substantial asset to a related party, a child entity of the entity, or a substantial (10%+) holder (or an associate of a related party or a substantial (10%+) holder), without obtaining its shareholders’ approval, unless any of the exceptions in ASX Listing Rule 10.3 apply. The prohibition may also apply to a person whose relationship with the company is such that, in ASX’s opinion, the issue or agreement should be approved by its shareholders.

A related party includes directors of an entity and entities controlled by such directors (including directors within the past 6 months), and a ‘substantial (10%+) holder’ is a person who, together with their associates, holds a relevant interest in at least 10% of the issued voting shares in the listed entity. An asset is substantial if its value or the value of the consideration being paid or received by the entity for it is, or in ASX’s opinion is, 5% or more of an entity’s equity interests as set out in the accounts lodged with the ASX.

The ASX had previously advised BPH to consult with it regarding the application of ASX Listing Rule 10.1.5 should BPH seek to increase its shareholding in Advent (whether by maintaining its current percentage interest in the event Advent undertook a capital raising, increasing its percentage interest, or a debt for equity conversion).

Although the Proposed Transaction does not involve the issue of shares in Advent nor does it involve BPH increasing its shareholding in Advent, ASX has exercised its discretion under ASX Listing Rule 10.1.5 to apply ASX Listing Rule 10.1 to the Proposed Transaction as the ASX considers the relationship between the BPH and Advent is of a nature that warrants the Proposed Transaction to be approved by BPH’s shareholders. Therefore, the Proposed Transaction is subject to shareholders’ approval.

ASX Listing Rule 10.5.10, requires that a notice of meeting under Listing Rule 10.1 must be accompanied by an independent expert’s report. The report provided by the independent expert is required to state the expert’s opinion as to whether the transaction is fair and reasonable to holders of the entity’s ordinary securities whose votes are not to be disregarded.

Consistent with the requirement under ASX Listing Rule 10.5.10, the independent directors of BPH have requested NPCF to prepare an independent expert’s report, the purpose of which is to provide an independent opinion as to whether or not the Proposed Transaction is fair and reasonable to the Shareholders of BPH.

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This Report is prepared pursuant to the requirements of ASX Listing Rule 10.1 and in accordance with the guidance of Australian Securities and Investments Commission’s (‘ASIC’) Regulatory Guide 111 Content of expert report (‘RG 111’), Regulatory Guide 112 Independence of experts (‘RG 112’) and Regulatory Guide 76 Related party transactions (‘RG 76’).

2.2 Basis of assessment

RG 111 provides guidance to experts on how to draft an expert report that satisfies the requirements of the Corporations Act 2001 (Cth) (‘Corporations Act’). Whilst RG 111 focuses on reports prepared for transactions under Chapters 2E, 5, 6 and 6A of the Corporations Act, whether they are required by the Corporations Act or are commissioned voluntarily, the principles may also be relevant to independent expert reports commissioned for other purposes, including independent expert reports required under the ASX Listing Rules.

Paragraphs RG 111.52 to RG 111.63 of RG 111 provide guidance on related party transactions under Chapter 2E of the Corporations Act or for a transaction with a person in a position of influence that requires member approval under ASX Listing Rule 10.

The regulatory guide states that when analysing related party transactions, an expert needs to focus on the substance of the related party transaction rather than the legal mechanism. In analysing a related party transaction, the expert is required to express an opinion on whether the transaction is ‘fair and reasonable’ from the perspective of non-associated members. This analysis is specifically required where the report is also intended to accompany meeting materials for member approval of an asset acquisition or disposal under ASX Listing Rule 10.1.

Paragraph RG 111.56 states that, where an expert assesses whether a related party transaction is ‘fair and reasonable’, this should not be applied as a composite test. There should be a separate assessment of whether the transaction is ‘fair’ and ‘reasonable’.

A proposed related party transaction is ‘fair’ if the value of the financial benefit to be provided by the entity to the related party is equal to or less than the value of the consideration being provided to the entity. This comparison should be made assuming a knowledgeable and willing, but not anxious, buyer and a knowledgeable and willing, but not anxious, seller acting at arm’s length.

A proposed related party transaction is ‘reasonable’ if it is ‘fair’ but it might also be ‘reasonable’ if, despite being ‘not fair’, the expert believes there are sufficient reasons for members to vote for the proposal.

2.3 Conduct of our assessment

We understand that ASX has exercised its discretion under ASX Listing Rule 10.1.5 to apply ASX Listing Rule 10.1 to the Proposed Transaction on the basis of a previous communication to BPH to consult with it regarding the application of ASX Listing Rule 10.1.5 should BPH seek to increase its shareholding in Advent (whether by maintaining its current percentage interest in the event Advent undertook a capital raising, increasing its percentage interest, or a debt for equity conversion).

The Proposed Transaction involves the reduction of US$760,000 (A$1,187,500) of the BPH-Advent Loans that will be satisfied by BPH’s receipt of 1,422 Tranche 2 Subscription Shares in Clean Hydrogen. The Proposed Transaction does not involve the issue of shares in Advent nor does it involve BPH increasing its shareholding in Advent. Advent merely ‘passes on’ the Clean Hydrogen shares to BPH, pursuant to Clean Hydrogen’s exercise of its conversion right under the Loan Conversion Agreement.

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In the context of the above, we have assessed the Proposed Transaction as being:

• ‘fair’ if the proportion of the reduction in the BPH-Advent Loans is equivalent to or less than the proportion of the Clean Hydrogen shares to be received by BPH in satisfaction of loan reduction; and

• ‘reasonable’ if it is fair, or despite not being fair, after considering other significant factors, we believe there are sufficient reasons for Shareholders to approve the Proposed Transaction, in the absence of any alternative offers.

This engagement is conducted in accordance with Accounting Professional & Ethical Standards Board professional standard APES 225 ‘Valuation Services’ (‘APES 225’).

3. SUMMARY AND OPINION

This section is a summary of our opinion and cannot substitute for a complete reading of this Report. Our opinion should be read in conjunction with this Report in its entirety. Our opinion is based solely on information available as at the date of this Report.

In our opinion, the Proposed Transaction is fair and reasonable to Shareholders, in the absence of any alternative proposals. The principal factors that we have considered in forming our opinion are summarised below.

3.1 Assessment of Fairness of the Proposed Transaction

In determining whether or not the Proposed Transaction is fair to Shareholders, we have compared the proportion of the reduction in the BPH-Advent Loans (herein after defined) with the proportion of the Clean Hydrogen shares to be received by BPH in satisfaction of loan reduction. This is summarised as follows.

	Ref	Proportion
Proportion of reduction in BPH-Advent Loans 8.1 80.00% Proportion of Clean Hydrogen shares to be received byBPH 8.2 80.02%

Source: NPCF analysis

The analysis shows that the proportion of the reduction in the BPH-Advent Loans is higher than the proportion of the Clean Hydrogen shares to be received by BPH in satisfaction of loan reduction. Therefore, we have concluded that the Proposed Transaction is fair to Shareholders.

3.2 Assessment of Reasonableness of the Proposed Transaction

In accordance with RG 111, a transaction is reasonable if:

• the transaction is fair; or

• despite not being fair, but considering other significant factors, there are sufficient reasons for Shareholders to approve the Proposed Transaction, in the absence of any alternative proposals.

In forming our opinion, we have considered the following relevant factors (see section 9).

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Advantages of the Proposed Transaction

Disadvantages of the Proposed Transaction

• The Proposed Transaction is fair and therefore the financial benefit that BPH is providing to Advent through the reduction of the BPH-Advent Loans is less than or at least equal to the financial benefit that BPH is receiving through the receipt of 1,422 Clean Hydrogen shares. • The Proposed Transaction will reduce BPH’s loan exposure to Advent and the risk of default by Advent; and • The Proposed Transaction will allow BPH to participate in any upside potential of Clean Hydrogen, which is progressing to commercial production in 2024 having already produced hydrogen beyond lab scale tests.

• Shareholders may prefer a cash repayment of the US$760,000 in BPH-Advent Loans although we do not believe that Advent is in a position to make a cash repayment on this loan amount in the current foreseeable future; and • Increasing the exposure to Clean Hydrogen from the current 8% to 15.6% may not necessarily be favoured by all Shareholders or may not be consistent with the investment objectives of Shareholders.

In the event that Resolution 10 is not passed, BPH will not be able to effect the Proposed Transaction and it will/may not be able to exercise its conversion right to receive the 1,422 Tranche 2 Subscription Shares in Clean Hydrogen since it will not be able to reduce the BPH-Advent Loan by US$760,000 by way of the receipt of 1,422 Clean Hydrogen shares. Consequently, the full debt to Advent will still exist and BPH’s loan exposure to Advent will still remain.

As the Proposed Transaction is fair, and taking into account other significant factors, including the absence of any alternative proposals, we have concluded that the Proposed Transaction is reasonable.

4. LIMITATIONS

4.1 Individual shareholders’ circumstances

The ultimate decision whether to approve the Proposed Transaction should be based on each shareholder’s own assessment of the Proposed Transaction and own assessment of their circumstances, including their own risk profile, liquidity preference, tax position and expectations as to value and future market conditions. We strongly recommend that shareholders consult their own professional advisers, carefully read all relevant documentation provided, including the Notice of General Meeting, and consider their own specific circumstances before voting in favour of or against the Proposed Transaction. If in doubt about the Proposed Transaction or matters dealt with in this Report, shareholders should seek independent professional advice.

4.2 Limitations on reliance on information

The documents and information relied on for the purposes of this Report are set out in Appendix B. We have considered and relied upon this information and believe that the information provided is reliable, complete and not misleading and we have no reason to believe that documents and material facts have been withheld. The information provided was evaluated through analysis, enquiry and review for the purpose of forming an opinion as to whether the Proposed Transaction is fair and reasonable to the shareholders. However, we do not warrant that our enquiries have identified or verified all of the matters which an audit or extensive examination might disclose. We understand the accounting and other financial information that was provided to us has been prepared in accordance with generally accepted accounting principles.

An important part of the information used in forming an opinion of the kind expressed in this Report is the opinions and judgement of Directors and management. This type of information has also been evaluated through analysis, enquiry and review to the extent practical. However, it must be recognised that such information is not always capable of external verification or validation.

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NPCF are not the auditors of BPH. We have analysed and reviewed information provided by the Directors and management of BPH and made further enquiries where appropriate. Preparation of this Report does not imply that we have in any way audited the accounts or records of BPH.

In forming our opinion we have assumed:

• matters such as title, compliance with laws and regulations and contracts in place are in good standing and will remain so and that there are no material legal proceedings, other than as publicly disclosed;

• the information set out in the Notice of General Meeting to be sent to shareholders is complete, accurate and fairly represented in all material respects; and

• the publicly available information relied upon by NPCF in its analysis was accurate and not misleading.

This Report has been prepared after taking into consideration the current economic and market climate. We take no responsibility for events occurring after the date of this Report which may impact upon this Report or which may impact upon the assumptions referred to in the Report.

Yours faithfully

Nexia Perth Corporate Finance Pty Ltd

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Evelyn Tan Director

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Muranda Janse Van Nieuwenhuizen Director

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STRUCTURE OF REPORT

Our Report is set out under the following headings:

1.	BACKGROUND AND OUTLINE OF THE PROPOSED TRANSACTION ................................................. 1
2.	PURPOSE OF REPORT AND BASIS OF ASSESSMENT ..................................................................... 4
3.	SUMMARY AND OPINION ............................................................................................................ 6
4.	LIMITATIONS ............................................................................................................................. 7
5.	OVERVIEW OF BPH ENERGY LIMITED .........................................................................................10
6.	INDUSTRY ANALYSIS .................................................................................................................19
7.	VALUATION APPROACH .............................................................................................................19
8.	ASSESSMENT OF FAIRNESS OF THE PROPOSED TRANSACTION ...................................................20
9.	ASSESSMENT OF REASONABLENESS OF THE PROPOSED TRANSACTION ......................................24
10.	OPINION ...................................................................................................................................25

APPENDICES

APPENDIX A – GLOSSARY ..................................................................................................................26 APPENDIX B – SOURCES OF INFORMATION .......................................................................................28 APPENDIX C – STATEMENT OF DECLARATION & QUALIFICATIONS .....................................................29 APPENDIX D – VALUATION METHODOLOGIES ....................................................................................31

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5. OVERVIEW OF BPH ENERGY LIMITED

5.1 Company overview

BPH Energy Limited, registered in 2001 and listed on the ASX in 2004 (ASX code: BPH), is a diversified company holding investments in the resources and biotechnology sectors. BPH’s current investments include: Advent Energy Limited, Clean Hydrogen Technologies Corporation, Cortical Dynamics Limited and Molecular Discovery Systems Limited. Summaries of these investments are detailed below.

5.2 Advent Energy Limited (BPH shareholding: 35.8%)

Advent Energy Limited is an unlisted oil and gas exploration and development company with onshore and offshore exploration, and near-term development assets around Australia and overseas.

Advent, through wholly owned subsidiary Asset Energy Pty Ltd, holds 85% of Petroleum Exploration Permit 11 (‘PEP 11’), an exploration permit prospective for natural gas located in the Offshore Sydney Basin. The other 15% share being held by Bounty Oil and Gas NL.

PEP 11 is a significant offshore exploration area with large scale structuring and potentially multi-trillion cubic feet (‘Tcf’) gas charged Permo-Triassic reservoirs. Mapped prospects and leads within the Offshore Sydney Basin are generally located less than 50km from the Sydney-WollongongNewcastle greater metropolitan area and gas pipeline network.

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Location
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The offshore Sydney Basin has been lightly explored to date, including a multi-vintage 2D seismic data coverage and a single exploration well, New Seaclem-1 (2010). Its position as the only petroleum title offshore New South Wales provides a significant opportunity should natural gas be discovered in commercial quantities in this petroleum title. It lies adjacent to the Sydney-Newcastle region and the existing natural gas network servicing the east coast gas market. The total P50 Prospective Resource calculated for the PEP 11 prospect inventory is 5.7 Tcf with a net 4.9 Tcf to Advent (refer BPH’s ASX release of 21 March 2023).

5.3 Clean Hydrogen Technologies Corporation (BPH shareholding: 10% prior to the Proposed Transaction)

Clean Hydrogen Technologies Corporation is a USA Delaware registered company with technology to produce clean hydrogen. BPH and Advent had been assessing new investment opportunities, where there are ever increasing obligations to provide energy solutions with a responsible management and protection against carbon emissions. The transitioning from hydrocarbons such as coal and oil to hydrogen, produced with no emissions, is now presenting real economies and growth globally. Although natural gas also presents continued growth and will play a role for many years to come, it too will need to become a source of energy with no CO2 emissions.

Recently moving from proof of concept to production, Clean Hydrogen has developed and tested its processing capabilities that have successfully produced hydrogen, with no C02 emissions, achieving on average a 92% cracking efficiency. Cracking efficiency refers to the percentage of hydrocarbons broken into solid carbon and hydrogen per hour. Clean Hydrogen currently uses methane as its feedstock however, in the future, plans to use natural gas as its feedstock.

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Clean Hydrogen’s development activities and testing have shown that, by pyrolysis processing (not burning) methane gas using its catalyst in a modified fluidised bed reactor, it can produce hydrogen with no CO2 emissions. This is referred to as turquoise hydrogen, which is hydrogen that is produced using a process called pyrolysis, where the feedstock is natural gas (specifically the hydrocarbons such as acetylene, methane, butane, propane, and others).

Pyrolysis is defined as the method of heating solids, liquids, or gases in the absence of oxygen. The pyrolysis process is not new and has been used by the oil industry for many years. What is new, is Clean Hydrogen’s success in the efficiency of its cracking the methane into turquoise hydrogen with non-CO2 emissions and the quality of the carbon black produced, being majority carbon nano-tubes, which are highly conductive and used in battery manufacturing.

The Clean Hydrogen solution is being built with flexibility to work downstream at heavy transport fuelling hubs currently in use in the USA, mid-stream at steel plants replacing coking coal and upstream where the natural gas is processed into hydrogen, a much higher energy source which can be piped for all uses including the production of electricity. As such the technology being developed by Clean Hydrogen’s solution requires very little change and impact to existing infrastructures and supply chains, unlike other solutions.

Clean Hydrogen has produced hydrogen beyond lab scale tests and is now planning to scale up to a commercial production in 2024. The three stages to Clean Hydrogen scaling to commercial production are set out below:

Stage	Overview
Stage 1: Completed Stage	Clean Hydrogen completed work in 2022 / 2023 on how to scale the catalyst production at their centre of excellence in India. They have also scaled the reactor to 1/3 of the internal diameter of the full-scale commercial system reactors planned for use in Stage 3.
Stage 2: Current Commercial Stage	Clean Hydrogen plans to demonstrate the commercial viability of its two products; turquoise hydrogen and solid carbon. This will be performed using a reactor half the internal diameter of the Stage 3 reactor. It will also require Clean Hydrogen to build the end-to-end process for separating out the hydrogen from the uncracked hydrocarbons and then compressing it into hydrogen bottle storage. Clean Hydrogen will demonstrate the commercial viability of its products by selling a carbon product called carbon composite made from majority based carbon nano-tubes and alumina and bottled hydrogen of 99%+ purity. Clean Hydrogen is currently in the final stages of the assembly of the end-to-end systems for this.
Stage 3: Scale and Commercial	The Stage 3 system is planned to have two reactors working together, illustrating that Clean Hydrogen can scale several reactors together. Clean Hydrogen’s final customer systems are planned to have a network of several reactors working together. Stage 3 is planned for completion in 2024.

As described in section 1.1, to date BPH and Advent have provided Clean Hydrogen total consideration of US$1,950,000. The parties have agreed that the consideration shall be used by Clean Hydrogen to design, build, produce and test a reactor that can produce a minimum of 3.2kgs and as high as 15kgs of hydrogen per hour and to submit at least two new patents in an agreed geography, relevant to the production of hydrogen from proprietary technology.

BPH and Advent director Anthony Huston has been appointed as a director to the board of Clean Hydrogen.

5.4 Cortical Dynamics Limited (BPH shareholding: 16.4%)

Cortical Dynamics Limited is an Australian based medical device neurotechnology company that is developing BARM™ (Brain Anaesthesia Response Monitor), an industry leading EEG (electrical activity) brain function monitor. BARM™ is being developed to better detect the effect of anaesthetic agents on brain activity under a general operation, aiding anaesthetists in keeping patients optimally anaesthetised. The Australian manufactured and designed, electroencephalographically based (EEG-based), BARM™ system is configured

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to efficiently image and display complex information related to the clinically relevant state of the brain. When commercialised the BARM™ system will be offered on a stand-alone basis or integrated into leading brand operating room monitors as “plug and play” option.

BARM™ has already received Australian TGA (Therapeutic Goods Administration) approval, Korean MFDS (Ministry of Food and Drug Safety) approval, the CE mark and the company has now received its FDA (Food and Drug Administration) approval in the USA. The BARM™ system is protected by five patent families in multiple jurisdictions worldwide consisting of 36 granted patents. Cortical Dynamics will continue to drive the development of BARM™ and maintain its intellectual property.

5.5 Molecular Discovery Systems Limited (BPH shareholding: 20%)

Molecular Discovery Systems Limited launched in 2006 and spun off from BPH in 2010. MDSystems has been working with the Molecular Cancer Research Group at the Harry Perkins Institute of Medical Research to validate HLS5 as a novel tumour suppressor gene, particularly for liver cancer. The Molecular Cancer Research Group has developed a pre-clinical model of liver cancer where the expression of HLS5 is ablated i.e. it mimics, in part, patients that have low HLS5 (TRIM35) and develop liver cancer. Research conducted at the Perkins Institute has shown that HLS5 has significant tumour suppressor properties. The Perkins findings are supported by the two independent peer reviewed scientific publications, identifying a role for HLS5 in cancer, demonstrating that the loss of HLS5 expression may be a critical event in the development and progression of liver cancer.

5.6 MEC Resources Limited

BPH’s investment in MEC Resources Limited (‘MEC Resources’) is recorded at a carrying value of $22,222 as at 31 December 2023, being the last traded price of $0.004 per share prior to its suspension from trading on the ASX on 17 January 2020. MEC Resources was formed to invest in a variety of industries, including companies in the energy and mineral resources sector, and was registered as a Pooled Development Fund under the Pooled Development Fund Act (1992). However, MEC Resources was notified on 5 February 2021 by the Innovation Investment Committee of Innovation and Science Australia that its Pooled Development Fund registration had been revoked but, through an appeal, was reinstated and gazetted by the Commonwealth of Australia on 20 April 2023. However, the shares of MEC Resources to-date remain suspended and the company is working to readmit its shares to trading status on the ASX. Its current major investment lies in a 37.95% interest in Advent.

5.7 Directors and key management

Below is a table of the directors and key management personnel of BPH:

Name	Position
David Breeze Executive Chairman Anthony Huston Non-Executive Director Charles Maling Non-Executive Director

5.8 Financial information

Set out below are the audited consolidated financial statements for BPH Energy Limited and its controlled entities (the ‘Group’) for the financial years ended 30 June 2021, 30 June 2022 and 30 June 2023 (‘FY 2021’, ‘FY 2022’ and ‘FY 2023’, respectively) and the Group’s reviewed consolidated financial statements for the half-year ended 31 December 2023 (‘HY 2024’).

The audit reports for FY 2021, FY 2022 and FY 2023 were unqualified, and in its independent auditor’s review report for HY 2024, BPH’s auditors concluded that in their review, which was not an audit, they did not become aware of any matter that made them believe that the half-year financial report of the Group does not comply with the Corporations Act 2001. In the section titled “Emphasis of Matter - Material uncertainty

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related to the carrying value of the loan receivable from, and investment in, Advent Energy Limited”, BPH’s auditors drew attention to the notes to the HY 2024 financial statements. Note 7 of the HY 2024 financial report indicates that a material uncertainty exists in relation to the Group’s ability to realise the carrying value of its loan receivable from, and investment in, Advent Energy Limited in the ordinary course of business. However, the auditor’s conclusion was not modified in respect of this matter.

In addition, the independent auditor’s report for FY 2023 contained key audit matters (‘KAM’) with regards to the Group’s accounting for investments using the equity method as it involved significant levels of judgement and with regards to valuation of financial assets as it involves judgement in relation to the determination of fair value and expected credit losses. The independent auditor’s reports for FY 2022 and FY 2021 contained the same KAMs.

5.8.1 Consolidated Statement of Profit or Loss and Other Comprehensive Income

Set out below is BPH’s audited Consolidated Statement of Profit or Loss and Other Comprehensive Income for FY 2021, FY 2022 and FY 2023, and reviewed Consolidated Statement of Profit or Loss and Other Comprehensive Income for HY 2024:

		Audited	Audited	Audited	Reviewed
In A$s	Note	FY 2021	FY 2022	FY 2023	HY 2024
Revenue from ordinary activities a) Other income a) Fair value gain b) Share of associates' losses c) Impairment reversal d) Interest expense Administration and promotion expenses Foreign exchange gain Expected credit loss Consulting and legal e) Directors' fees Service expenses Share-based payments Profit / (loss) before income tax Income tax expense Profit / (loss) for the year f) Other comprehensive income Other comprehensive income (net of tax) Total comprehensive profit / (loss) for the period Profit / (loss) attributable to members of the parent entity (Loss) attributable to non-controlling interests Total comprehensive profit / (loss) attributable to owners of the Company Total comprehensive (loss) attributable to non-controlling interests		65,506 154,702 304,054 - 68,143 - - - 2,433,227 (112,264) (405,496) (192,412) 17,733 16,975 18,916 (222) (105) (309) (201,060) (160,879) (402,529) - - 387 (91,216) (88,375) (90,493) (259,264) (434,906) (788,318) (100,000) (100,000) (100,000) (128,640) (128,640) (128,640) (802,997) - (201,551)			200,757 - - (148,739) 10,175 - (303,012) - (61,176) (110,215) (50,000) (64,320) (217,471)
		(1,612,424) (1,078,581) 852,332 - - -			(744,001) -
		(1,612,424) (1,078,581) 852,332 - - -			(744,001) -
		(1,612,424) (1,078,581) 852,332			(744,001)
		(1,611,859) (1,078,448) 853,426 (565) (133) (1,094)			(744,001) -
		(1,611,859) (1,078,448) 853,426 (565) (133) (1,094)			(744,001) -

Source: BPH's audited financial statements for the financial years ended 30 June 2021, 30 June 2022 and 30 June 2023, and reviewed financial statements for the half-year ended 31 December 2023

The table above should be read in conjunction with the following notes:

• a) Historical revenue from ordinary activities relates to interest revenue. In FY 2022, other income was sub-underwriting fees relating to BPH’s investment in Advent.

• b) The fair value gain in FY 2023 was due a $2,433,227 gain in the valuation of BPH’s unlisted investment in Cortical. During FY 2023, BPH’s investment in Cortical was revalued to 20 cents per share based on the price of the most recent third-party share issue by Cortical.

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• c) BPH’s investments in Advent and MDSystems are accounted for using the equity method. The share of associates' losses in each year represents the total of BPH’s share of Advent’s total comprehensive loss for each year (being a 21.9%, 36.1%, 35.8% and 35.8% share in FY 2021, FY 2022, FY 2023 and HY 2024, respectively) and BPH’s share of MDSystems’ total comprehensive loss for each year (being a 20% share in each year).

• d) As BPH’s investment in MDSystems is equity accounted and the investment was fully impaired during a prior period, BPH’s share of MDSystems’ loss in each period is recognised as an impairment reversal.

• e) Consulting and legal expenses include consulting fees for marketing activities and legal expenses in the ordinary course of business. The increase in FY 2023 was mainly due to consulting fees incurred to increase marketing activities for BPH.

• f) Over the historical period, BPH incurred net profit / (losses) of $(1,612,424), $(1,078,581), $852,332 and $(744,001) in FY 2021, FY 2022, FY 2023 and HY 2024, respectively.

5.8.2 Consolidated Statement of Financial Position

Set out below is BPH’s audited Consolidated Statement of Financial Position as at 30 June 2021, 30 June 2022 and 30 June 2023, and reviewed Consolidated Statement of Financial Position as at 31 December 2023:

		Audited	Audited	Audited	Reviewed
In A$s	Note	30 Jun 2021	30 Jun 2022	30 Jun 2023	31 Dec 2023
Current assets Cash and cash equivalents a) Trade and other receivables Financial assets b) Prepayments Total current assets Non-current assets Financial assets b) Investments in associates c) Other non-current assets Total non-current assets Total assets Current liabilities Trade and other payables d) Financial liabilities Total current liabilities Net assets Equity Issued capital Reserves Accumulated losses Equity attributable to owners of the parent Non-controlling interest Total equity		10,173,232 2,894,998 5,614,184 16,287 36,356 64,812 578,704 122,574 1,267,628 - - 50,000			5,105,508 53,794 1,870,862 113,386
		10,768,223 3,053,928 6,996,624 3,685,379 8,192,967 9,632,084 2,058,773 3,941,702 3,768,206 - 20,000 -			7,143,550 10,842,387 3,629,642 -
		5,744,152 12,154,669 13,400,290			14,472,029
		16,512,375 15,208,597 20,396,914 1,030,573 803,933 896,610 104,817 104,817 88,265			21,615,579 897,169 88,265
		1,135,390 908,750 984,875			985,434
		15,376,985 14,299,847 19,412,039			20,630,145
		58,843,159 58,844,602 61,883,062 1,105,671 1,105,671 2,327,071 (44,410,922) (45,489,370) (44,635,944)			63,427,889 2,744,351 (45,379,945)
		15,537,908 14,460,903 19,574,189 (160,923) (161,056) (162,150)			20,792,295 (162,150)
		15,376,985 14,299,847 19,412,039			20,630,145

Source: BPH's audited financial statements for the financial years ended 30 June 2021, 30 June 2022 and 30 June 2023, and reviewed financial statements for the half-year ended 31 December 2023

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The table above should be read in conjunction with the following notes:

• a) The main movements in cash and cash equivalents over the reported period relate to cash used for expenses, investments in unlisted entities and associates, loans made to Advent and related companies as well as proceeds from the issue of securities.

• b) Current and non-current financial assets include loans to Advent and related companies, as well as investments in Clean Hydrogen, Cortical Dynamics and MEC Resources.

• c) The investments in associates relate to BPH’s investments in Advent and MDSystems, which are accounted for using the equity method. As at 31 December 2023, BPH reported investments in associates of $3,629,642, which solely relates to Advent as the carrying value of MDSystems is fully impaired.

• d) Trade and other payables mainly relate to related party payables (of $517,215, $639,419, $685,107 and $712,208 in FY 2021, FY 2022, FY 2023 and HY 2024, respectively), which relate to outstanding directors’ fees.

5.8.3 Consolidated Statement of Cash Flows

Set out below is BPH’s audited Consolidated Statement of Cash Flows for FY 2021, FY 2022 and FY 2023, and reviewed Consolidated Statement of Cash Flows for HY 2024:

		Audited	Audited	Audited	Reviewed
In A$s		FY 2021	FY 2022	FY 2023	HY 2024
Cash flows from operating activities Receipts from customers Payments to suppliers and employees Interest received Interest paid Net cash used in operating activities Cash flows from investing activities Payment for unlisted investments Payment for investment in associate Loans repaid Loans advanced Net cash used in investing activities Cash flows from financing activities Repayment of borrowings Proceeds from issue of securities (net of share issue costs) Net cash provided by financing activities Net increase / (decrease) in cash held Cash and cash equivalents at the beginning of the financial period Cash and cash equivalents at the end of the financial period		- 74,957 - (704,319) (1,097,948) (1,247,750) 733 972 197,477 (222) (105) (309)			- (579,340) 56,044 -
		(703,808) (1,022,124) (1,050,582) (230,000) (370,000) (765,873) - (2,271,450) - 15,000 1,124,725 3,057,345 (576,222) (4,740,828) (2,508,968)			(523,296) - - - (1,730,000)
		(791,222) (6,257,553) (217,496) - - (16,552) 11,410,523 1,443 4,003,816			(1,730,000) - 1,744,620
		11,410,523 1,443 3,987,264 9,915,493 (7,278,234) 2,719,186 257,739 10,173,232 2,894,998			1,744,620 (508,676) 5,614,184
		10,173,232 2,894,998 5,614,184			5,105,508

Source: BPH's audited financial statements for the financial years ended 30 June 2021, 30 June 2022 and 30 June 2023, and reviewed financial statements for the half-year ended 31 December 2023

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5.9 Capital structure and ownership

5.9.1 Capital structure

BPH’s issued capital as at the following dates is detailed in the table below:

• at 30 June 2023, being BPH’s latest financial year end; and

• at 31 December 2023, being BPH’s latest financial half-year end; and

• at 21 August 2024, for illustrative purposes, being before the Proposed Transaction; and

			30 Jun 2023		31 Dec 2023	21 Aug 2024
	Fully paid ordinary shares Listed options Unlisted options		930,235,499 422,456,198 16,200,000		1,025,926,948 1,205,480,953 500,939,416 578,347,113 21,450,000 21,450,000

Source: BPH’s 30 June 2023 audited financial statements, BPH’s 31 December 2023 reviewed financial statements, BPH’s securities register as at 21 August 2024 and ASX announcements

5.9.2 Fully paid ordinary shares

BPH’s issued capital as at 21 August 2024 comprised 1,205,480,953 fully paid ordinary shares. Top 20 shareholders (three of whom have the same holdings) hold 22.07% of the issued capital of BPH as follows:

Shareholder	Shareholding		%
Trandcorp Pty Ltd JGM Property Investments Pty Ltd Markovic Family No 2 Pty Ltd Citicorp Nominees Pty Limited Finclear Services Pty Ltd Morsec Nominees Pty Ltd Trandcorp Pty Ltd Blue Tree Pty Ltd Mr Chris Strat Mr Anthony Huston BNP Paribas Anstey Superannuation Fund Pty Ltd Mr Jibran Hameed TSOL Nominees Pty Ltd Mary Williams Pty Ltd SJM Electrical & Data Pty Ltd Strat Super Fund Mr Mark Shareefuddin Maung Mr Paul Nicholas Attard BUJO Pty Ltd Avocari Pty Ltd Mrs Emesa Serrao Top 20 shareholders Other shareholders Total shareholders	37,734,475 3.13% 30,000,000 2.49% 27,172,159 2.25% 18,342,917 1.52% 13,524,840 1.12% 13,444,445 1.11% 13,222,497 1.10% 11,319,754 0.94% 10,081,562 0.84% 9,438,070 0.78% 7,835,199 0.65% 7,527,777 0.62% 7,467,232 0.62% 7,419,361 0.62% 7,277,778 0.60% 7,000,000 0.58% 6,726,520 0.56% 6,524,644 0.54% 6,000,000 0.50% 6,000,000 0.50% 6,000,000 0.50% 5,974,493 0.50%
	266,033,723 22.07% 939,447,230 77.93%
	1,205,480,953 100.00%

Source: BPH’s securities register as at 21 August 2024

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BPH’s two most recent share capital raisings were undertaken in May 2024 and August 2024.

On 13 May 2024, BPH announced it had raised $1,000,000 for funding for exploration and development of oil and gas investments, working capital purposes and to assist in the continued development of Cortical Dynamics. The equity raising included the issue of 50,000,000 fully paid ordinary shares at an issue price of $0.02 per share, which represented a 16.7% discount to BPH’s closing price on 9 May 2024 (the last trading day before the announcement of the placement). Participants in the placement received one option for every two shares subscribed for. The options are exercisable at $0.03 each and expiry on 30 September 2024.

On 12 August 2024, BPH announced that it had received binding commitments to raise $1.044 million through a placement at $0.018 per share to fund its hydrocarbon projects, working capital and to assist in the continued development of Cortical Dynamics. On 15 August 2024, 58,028,337 fully paid ordinary shares were issued at an issue price of $0.018 per share, which represented a 18.2% discount to BPH’s closing price on 7 August 2024. Participants in the placement also received one option (exercisable at $0.03 each and expiring 12 months from the date of issue) for every two shares subscribed for.

5.9.3 Shareholders by size of shareholding

The table below summarises BPH’s current shareholders by size of shareholding as at 21 August 2024:

	Number of	Number of	% of total
Spread of holdings	holders	units	issue capital
1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 Over Total	1,035 323,700 0.03% 1,324 4,124,463 0.34% 1,037 8,072,659 0.67% 3,410 135,334,372 11.23% 1,561 1,057,625,759 87.73%
	8,367 1,205,480,953 100.00%

Source: BPH’s securities register as at 21 August 2024

5.9.4 Listed options

BPH’s issued capital as at 21 August 2024 included 578,347,113 listed options as set out below:

	Issue	Expiry	Number of
	date	date	options
Listed options exercisable at$0.030 Various 30 Sep2024 578,347,113

Source: BPH’s securities register as at 21 August 2024

Given that BPH’s shares closed at $0.022 per share on 20 August 2024, which is on or around the date of this Report, the listed options in BPH are out-the-money as at the date of this Report.

5.9.5 Unlisted options

BPH’s issued capital as at 21 August 2024 included 21,450,000 unlisted options as set out below:

	Issue	Expiry	Number of
	date	Date	options
Unlisted options exercisable at $0.030 2 Feb 2023 30 Sep 2024 Unlisted options exercisable at $0.020 29 Nov 2019 30 Nov 2024 Unlisted options exercisable at $0.050 18 Dec 2023 7 Dec 2028 Total unlisted options			15,000,000 1,200,000 5,250,000
			21,450,000

Source: BPH’s securities register as at 21 August 2024

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Given that BPH’s shares closed at $0.022 per share on 20 August 2024, which is on or around the date of this Report, all but the unlisted options exercisable at $0.020 are out-the-money as at the date of this Report. The unlisted options exercisable at $0.020 are only marginally in-the-money.

5.9.6 Performance rights

As at 21 August 2024, 58,000,000 performance rights, to be awarded to David Breeze, had been approved at BPH’s Annual General Meeting in November 2023 but have not yet been issued.

5.10 Share price and volume trading analysis

The following chart provides a summary of the trading volumes and prices for BPH’s shares from 20 August 2022 to 20 August 2024:

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BPH shares – daily volume and closing price
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Source: Yahoo! Finance and NPCF analysis

The chart above shows that over the 24 months to 20 August 2024, the closing price of a BPH share has traded within a range of $0.014 (on 22 August 2022) to $0.068 (on 5 January 2024), with a closing price of $0.022 on 20 August 2024.

BPH’s share price high and lows, volumes traded and volume weighted average price (‘VWAP’) during various trading day periods for the year to 20 August 2024 are summarised in the table below:

Period to	Share price	Share price	Cumulative		Shares traded	Shares traded
20 August 2024	low	high	volume traded	VWAP	as % of issue	% per week
1 day 7 days 30 days 60 days 90 days 180 days	$0.022 $0.022 23,238,760 $0.022 $0.019 $0.026 83,332,047 $0.022 $0.016 $0.026 150,059,198 $0.021 $0.016 $0.026 233,790,685 $0.020 $0.016 $0.027 399,699,746 $0.021 $0.016 $0.068 1,556,487,662 $0.038				1.93% 9.64%
					7.06% 5.04%
					12.99% 2.16%
					20.30%	1.69%
					35.13%	1.95%
					141.87% 3.94%

Source: ASX, Yahoo! Finance and NPCF analysis

As shown above, the average number of BPH shares traded per week as a percentage of shares issued ranged from 1.69% to 9.64% over the various periods, suggesting BPH shares are reasonably liquid.

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6. INDUSTRY ANALYSIS

Our industry analysis focuses on the global turquoise hydrogen market that Clean Hydrogen Technologies Corporation operates in.

6.1 Global turquoise hydrogen market

There are a number of publicly available research articles on the global turquoise hydrogen market. The articles vary in their estimate of annual global turquoise hydrogen sales, but the average estimated annual sales for 2022 was $20 million. Currently, the turquoise hydrogen market represents a small share of the global hydrogen market, which is currently estimated, by publicly available research articles, to be worth around $200 billion per annum. However, the research articles forecast significant growth for the turquoise hydrogen market, with the average compound annual growth rate for forecast periods of eight-to-nine years of 164% (based on individual forecast compound annual growth rates in the range of 72% to 214%).

Hydrogen is considered as playing an important role in future energy supply. Turquoise hydrogen is one of the many names used to differentiate between the types of hydrogen. Hydrogen colour names (turquoise, green, blue, grey, brown, yellow, pink etc.) are based on the production methods used. For example, green hydrogen is produced by electrolysis of water using a renewable energy power, so not generating polluting emissions. Blue hydrogen uses natural gas and a process called steam reforming to produce hydrogen, but carbon dioxide is also produced, which then requires a carbon capture and storage (‘CCS’) process. Grey hydrogen, the most common form of hydrogen production, like blue hydrogen, also uses natural gas and steam reforming, however the resulting carbon dioxide is not captured, but released.

Turquoise hydrogen is sourced from natural gases using a process called thermo-catalytic pyrolysis that produces hydrogen and solid carbon as a by-product, and does not produce any carbon dioxide. Importantly, the solid carbon by-product, either carbon black or carbon nanotubes, has potential secondary applications. For example, carbon black can be used in car tyres, plastics and pigments, and carbon nanotubes can be used in the manufacture of lithium-ion batteries due to its conducting properties.

It is turquoise hydrogen’s sustainable hydrogen and carbon by-products solution, which doesn't release carbon dioxide as a by-product (negating the requirement for CCS technologies), that is creating the large market potential. As the transition to renewable energy sources gains momentum and governments and organisations adopt carbon reduction initiatives, turquoise hydrogen is believed to offer an attractive alternative to traditional hydrogen production methods, which results in a favourable outlook for turquoise hydrogen. Rising investments in hydrogen infrastructure are also contributing to the market outlook for turquoise hydrogen.

Whilst initial capital costs are highlighted as a restraint on the market, costs are expected to decrease over time with the development of the technology. Also, as turquoise hydrogen production can utilise existing LNG facilities and gas infrastructure, it is believed that the rollout of the technology requires little infrastructure development.

7. VALUATION APPROACH

7.1 Definition of market value

In forming our opinion as to whether or not the Proposed Transaction is fair to Shareholders, we have compared the proportion of the reduction in the BPH-Advent Loans is equivalent to or less than the proportion of the Clean Hydrogen shares to be received by BPH in satisfaction of loan reduction.

RG 111 defines fair value as the amount ‘assuming a knowledgeable and willing, but not anxious, buyer and a knowledgeable and willing, but not anxious, seller acting at arm’s length...’.

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7.2 Selection of valuation methodology

RG 111 provides guidance on the valuation methods that an independent expert should consider. These methods include:

• the discounted cash flow method and the estimated realisable value of any surplus assets (the ‘discounted cash flow methodology’);

• the application of earnings multiples (appropriate to the business or industry in which the entity operates) to the estimated future maintainable earnings or cash flows of the entity, added to the estimated realisable value of any surplus assets (the ‘capitalisation of earnings methodology’);

• the amount that would be available for distribution to security holders on an orderly realisation of assets (the ‘realisation of asset methodology’);

• the quoted price for listed securities, when there is a liquid and active market and allowing for the fact that the quoted price may not reflect their value, should 100% of the securities be available for sale (‘quoted market price methodology’);

• any recent genuine offers received by the target for the entire business, or any business units or assets as a basis for valuation of those business units or assets; and

• the amount that an alternative bidder might be willing to offer if all the securities in the target were available for purchase.

The above are covered in more detail in Appendix D to this Report. Each methodology is appropriate in certain circumstances. The decision as to which methodology to apply generally depends on the nature of the asset being valued, the methodology most commonly applied in valuing such an asset and the availability of appropriate information. It is possible for a combination of different methodologies to be used together to determine an overall value.

7.3 Valuation methodology applied

The methodologies above are not relevant for our assessment of fairness as we have compared the proportion of the reduction in the BPH-Advent Loans is equivalent to or less than the proportion of the Clean Hydrogen shares to be received by BPH in satisfaction of loan reduction. Therefore, our fairness assessment is based on a qualitative approach.

8. ASSESSMENT OF FAIRNESS OF THE PROPOSED TRANSACTION

In determining whether or not the Proposed Transaction is fair to Shareholders, we have compared the proportion of the reduction in the BPH-Advent Loans is equivalent to or less than the proportion of the Clean Hydrogen shares to be received by BPH in satisfaction of loan reduction. We have assessed the Proposed Transaction using this approach on the basis that BPH’s shareholders had voted unanimously to approve the investment in Clean Hydrogen on 21 June 2022 which approved:

• an initial 8% investment by BPH in Clean Hydrogen (together with Advent’s 2% initial investment brings the total combined investment by BPH and Advent to 10%) through the subscription of Tranche 1 Subscription Shares for US$1,000,000; and

• a further 8% investment by BPH in Clean Hydrogen (together with Advent’s 2% further investment brings the total combined investment by BPH and Advent to a further 10%) through the subscription of Tranche 2 Subscription Shares for a further US$1,000,000.

This would have resulted in BPH and Advent owning approximately 20% of the total issued share capital of Clean Hydrogen if all the funds were drawn down under this arrangement. However, instead of subscribing for shares through the first right of refusal for further funding, the parties entered into the Loan Agreements as announced on 27 April 2023 for US$950,000 and Tranche 2 Subscription Shares were not issued.

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Subsequently, on 10 October 2023, BPH, Advent and Clean Hydrogen entered into the Loan Conversion Agreement under which the parties agreed to convert the outstanding amount of US$950,000 under the Loan Agreements into Tranche 2 Subscription Shares for a further 9.5% of the total issued share capital of Clean Hydrogen to bring the aggregate interest of BPH and Advent in Clean Hydrogen to 19.5%. Under the Loan Conversion Agreement, this will involve the issue of 1,422 shares to BPH and 355 shares to Advent.

The Proposed Transaction involves the reduction of US$760,000 (A$1,187,500) of the BPH-Advent Loans that will be satisfied by BPH’s receipt of 1,422 Tranche 2 Subscription Shares in Clean Hydrogen. The Proposed Transaction does not involve the issue of shares in Advent nor does it involve BPH increasing its shareholding in Advent. Advent merely ‘passes on’ the Clean Hydrogen shares to BPH, pursuant to Clean Hydrogen’s exercise of its conversion right under the Loan Conversion Agreement.

Since BPH’s investment in Clean Hydrogen has already been approved by the shareholders of BPH on 21 June 2022, we are of the view that the fairness assessment should be based on whether there is any ‘value shifting’ or whether BPH is receiving a fair consideration for the financial benefit that it is providing.

Therefore, our fairness assessment is based on comparing the proportion of the reduction in the BPH-Advent Loans with the proportion of the Clean Hydrogen shares to be received by BPH in satisfaction of loan reduction as follows.

	Ref	Proportion
Proportion of reduction in BPH-Advent Loans 8.1 80.00% Proportion of Clean Hydrogen shares to be received byBPH 8.2 80.02%

Source: NPCF analysis

8.1 Reduction in BPH-Advent Loans

BPH has a 35.81% interest in Advent which had increased as a result of cash investments made by BPH since 2020.

On 27 April 2023, BPH announced that Clean Hydrogen had made requests for additional funding from BPH and Advent, and that Advent had lent Clean Hydrogen two unsecured loans of US$250,000 each under the Loan Agreement 1 and the Loan Agreement 2. The loans were funded by monies loaned by BPH to Advent and the agreements provided for a further unsecured loan of US$500,000 to be made to Clean Hydrogen. Two further unsecured loans were advanced to Clean Hydrogen under the Loan Agreement 2, one for US$250,000 (announced on 22 August 2023) and one for US$200,000 (in October 2023), resulting in a total loan from Advent (funded by monies loaned by BPH to Advent) to Clean Hydrogen of US$950,000.

The monies that Advent has lent to Clean Hydrogen under the Loan Agreements (Loan Agreement 1 and Loan Agreement 2) were funded by loans from BPH to Advent under two loan agreements dated 1 March 2023 and 26 April 2023 and varied on 28 September 2023 (referred to as the BPH-Advent Loans).

The first loan agreement of the BPH-Advent Loans dated 1 March 2023 was for an amount of US$250,000 which were funds advanced by BPH to Advent in order for Advent to provide the initial loan to Clean Hydrogen under Loan Agreement 1. The second loan agreement of the BPH-Advent Loans dated 26 April 2023 and varied on 28 September 2023 was for an amount of US$700,000 which were funds advanced by BPH to Advent in order for Advent to provide the second loan to Clean Hydrogen under Loan Agreement 2.

Accordingly, both the BPH-Advent Loans and the Loan Agreements (Loan Agreement 1 and Loan Agreement 2) amounted to US$950,000 each.

The BPH-Advent Loans do not have a conversion right into shares in Advent.

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On 10 October 2023, BPH, Advent and Clean Hydrogen entered into the Loan Conversion Agreement under which the parties agreed to convert the US$950,000 loan (exclusive of interest) into Tranche 2 Subscription Shares for a further 9.5% of the total issued share capital of Clean Hydrogen, with BPH receiving 1,422 Clean Hydrogen shares and Advent receiving 355 Clean Hydrogen shares. The effect of the conversion under the Loan Conversion Agreement will include the issue of 1,422 shares in Clean Hydrogen to BPH. Therefore, BPH has agreed that the amounts loaned by it to Advent will be reduced by US$760,000.

The proportion of the reduction of US$760,000 in the BPH-Advent Loans of the total US$950,000 owed under the BPH-Advent Loans would be as follows.

		Proportion
Proportion of reduction in BPH-Advent Loans 80.00%

Source: NPCF analysis

8.2 Clean Hydrogen shares to be received

On 24 May 2022, BPH announced that, together with Advent, it had entered into a binding term sheet with Clean Hydrogen, pursuant to which and subject to BPH shareholder approval, BPH and Advent agreed to subscribe for fully paid shares in Clean Hydrogen. On 21 June 2022, BPH held a General Meeting that involved a single resolution to approve BPH subscribing, together with Advent, for fully paid shares in Clean Hydrogen representing a total of 10% of the total issued share capital after the issue of the subscription shares (the Tranche 1 Subscription Shares). BPH’s shareholders voted unanimously to approve the resolution.

It was detailed in the explanatory statement for the resolution that, subject to shareholder approval, following the issuance of the Tranche 1 Subscription Shares, BPH would hold 1,206 Clean Hydrogen shares out of Clean Hydrogen’s total share capital of 15,064, which represented 8% of the total issued share capital. Advent would hold 301 Clean Hydrogen representing 2%. The consideration for the issue of the Tranche 1 Subscription Shares was US$1,000,000, of which US$800,000 was to be paid by BPH and US$200,000 by Advent. This implies that BPH’s portion is 80% of the total consideration and Advent’s share being 20%.

BPH’s and Advent’s agreement with Clean Hydrogen also included a “first right of refusal”, whereby if Clean Hydrogen sought additional funding for the development and operations of its technology on or before 31 December 2022, it must first offer the right to subscribe for additional shares representing an additional 10% (the Tranche 2 Subscription Shares) to BPH and Advent on the same terms and conditions as the Tranche 1 Subscription Shares. If Clean Hydrogen secured additional investments in excess of $US3,000,000 on or before 31 December 2022, BPH’s and Advent’s first right of refusal would be relinquished.

Note that, on 21 December 2022, BPH announced that the first right of refusal conditions had been amended including extending the date the right of refusal would be relinquished to 30 April 2023.

It was detailed in the explanatory statement that should Clean Hydrogen request the additional funding from BPH and Advent, the consideration payable for the Tranche 2 Subscription Shares would be US$1,000,000. The consideration payable by BPH would be US$800,000 and BPH would acquire an additional 1,510 Clean Hydrogen shares, equating to a total interest in Clean Hydrogen of 16%. For consideration of US$200,000 Advent would acquire an additional 377 Clean Hydrogen shares, equating to a total interest of 4%.

The table below details BPH’s and Advent’s shareholding in Clean Technologies had Clean Technologies requested an additional funding of US$1,000,000 from BPH and Advent, and the Tranche 2 Subscription Shares were issued as contemplated in the resolution that was unanimously approved by BPH’s shareholders on 21 June 2022.

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	Total after			Total after
	Tranche 1		Tranche 2	Tranche 2
Clean Hydrogen shareholders	Sub Shares	% of total	Sub Shares	Sub Shares	% of total
BPH Advent Other shareholders Total	1,206 8.0% 1,510 2,716 16.0% 301 2.0% 377 678 4.0% 13,557 90.0% - 13,557 80.0%
	15,064 100.0% 1,887 16,951 100.0%

Source: BPH and NPCF analysis

Had Clean Technologies requested an additional funding of US$1,000,000 from BPH and Advent as contemplated in the resolution, BPH’s total shareholding in Clean Technologies, following the issuance of Tranche 2 Subscription Shares, would be 2,716, representing 16.0% of the total issued share capital.

BPH’s portion is 80% of the total share consideration under the Loan Agreements (being 16% out of the 20%) and Advent’s share being 20% (being 4% out of the 20%).

However, instead of subscribing for shares through the first right of refusal for further funding, the parties entered into the Loan Agreements as announced on 27 April 2023 for US$950,000 and Tranche 2 Subscription Shares were not issued.

Subsequently, on 10 October 2023, BPH, Advent and Clean Hydrogen entered into the Loan Conversion Agreement under which the parties agreed to convert the outstanding amount of US$950,000 (exclusive of interest) under the Loan Agreements into Tranche 2 Subscription Shares for a further 9.5% of the total issued share capital of Clean Hydrogen to bring the aggregate interest of BPH and Advent in Clean Hydrogen to 19.5%. This is proportionally consistent with US$950,000 in funds provided compared to US$1,000,000 additional funding under the “first right of refusal” arrangement. Under the Loan Conversion Agreement, this will involve the issue of 1,422 shares to BPH and 355 shares to Advent which will equate to bringing the aggregate shareholding of BPH and Advent to a 19.5% shareholding in Clean Hydrogen.

Following the completion of the Proposed Transaction (being the reduction of amounts loaned by BPH to Advent by US$760,000 satisfied by 1,422 Tranche 2 Subscription Shares as part of the Loan Conversion Agreement), BPH’s total shareholding in Clean Technologies would be 2,628, representing 15.6% of the total issued share capital as shown in the table below.

	Total after			Total after
	Tranche 1		Tranche 2	Tranche 2
Clean Hydrogen shareholders	Sub Shares	% of total	Sub Shares	Sub Shares	**% of total **
BPH Advent Other shareholders Total	1,206 8.0% 1,422 2,628 15.6% 301 2.0% 355 656 3.9% 13,557 90.0% - 13,558 80.5%
	15,064 100.0% 1,777 16,842 100.0%

Source: BPH and NPCF analysis

Note that shareholdings above do not reflect that, as at the date of this Report, BPH has exercised 67 of its Clean Hydrogen options

The proportion of Clean Hydrogen shares to be received by BPH based on 1,422 shares of the total 1,777 shares under the Loan Conversion Agreement would be as follows.

		Proportion
Proportion of Clean Hydrogen shares to be received byBPH 80.02%

Source: NPCF analysis

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8.3 Fairness assessment

Our fairness assessment, based on comparing the proportion of the reduction in the BPH-Advent Loans with the proportion of the Clean Hydrogen shares to be received by BPH in satisfaction of loan reduction, is summarised as follows.

	Proportion
Proportion of reduction in BPH-Advent Loans 80.00% Proportion of Clean Hydrogen shares to be received byBPH 80.02%
Source: NPCF analysis

The analysis shows that the proportion of the reduction in the BPH-Advent Loans is higher than the proportion of the Clean Hydrogen shares to be received by BPH in satisfaction of loan reduction. Therefore, we have concluded that the Proposed Transaction is fair to Shareholders.

9. ASSESSMENT OF REASONABLENESS OF THE PROPOSED TRANSACTION

9.1 Approach to assessing Reasonableness

In accordance with RG 111, a related party transaction or a transaction with a person in a position of influence is reasonable if it is fair. As set out above, the Proposed Transaction is fair. Therefore, we conclude that the Proposed Transaction is reasonable.

In forming our conclusions in this Report, we have also considered the advantages and disadvantages of the Proposed Transaction, as well as the consequences of Shareholders not approving the Proposed Transaction.

9.2 Advantages of the Proposed Transaction

We outline below the potential advantages of the Proposed Transaction.

• The Proposed Transaction is fair. Since the Proposed Transaction is fair, the financial benefit that BPH is providing to Advent through the reduction of the BPH-Advent Loans is less than or at least equal to the financial benefit that BPH is receiving through the receipt of 1,422 Clean Hydrogen shares.

• BPH has a 35.81% interest in Advent which had increased as a result of cash investments made by BPH since 2020. Since Advent is currently not generating any revenue or cash flows, and is dependent on BPH for funding, it is uncertain if any of the loans provided by BPH can be repaid.

Should Advent be unable to repay all the loans provided by BPH, the Company may possibly suffer a loss through loan forgiveness or partial recovery of its loans in the future. We note that there is no conversion option under the BPH-Advent Loans and the BPH-Advent Loans are unsecured. There will still be an amount of A$4,357,535 in loans still outstanding with Advent even after the Proposed Transaction.

Therefore, the Proposed Transaction will reduce BPH’s loan exposure to Advent and the risk of default by Advent through the partial repayment of the BPH-Advent Loans satisfied by the receipt of 1,422 Clean Hydrogen shares.

• The Proposed Transaction will result in the receipt of 1,422 Clean Hydrogen shares which will allow BPH to participate in any upside potential of Clean Hydrogen which, as set out in section 5.3, is progressing to commercial production in 2024 having already produced hydrogen beyond lab scale tests. If successful, the investment in Clean Hydrogen is expected to provide potential returns that are higher than the return from interests on the BPH-Advent Loans.

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9.3 Disadvantages of the Proposed Transaction

The potential disadvantages of the Proposed Transaction are as follows.

• Shareholders may prefer a cash repayment of the US$760,000 in BPH-Advent Loans to the receipt of 1,422 Clean Hydrogen shares but we do not believe that Advent is in a position to make a cash repayment on this loan amount in the current foreseeable future.

• Increasing the exposure to Clean Hydrogen from the current 8% to 15.6% may not necessarily be favoured by all Shareholders or may not be consistent with the investment objectives of Shareholders.

9.4 Consequences of not approving the Proposed Transaction

In the event that Resolution 10 is not passed, BPH will not be able to effect the Proposed Transaction and it will/may not be able to exercise its conversion right to receive the 1,422 Tranche 2 Subscription Shares in Clean Hydrogen since it will not be able to reduce the BPH-Advent Loan by US$760,000 by way of the receipt of 1,422 Clean Hydrogen shares. Consequently, the full debt to Advent will still exist and BPH’s loan exposure to Advent will still remain.

As the Proposed Transaction is fair, and taking into account other significant factors, including the absence of any alternative proposals, we have concluded that the Proposed Transaction is reasonable.

10. OPINION

In our opinion, the Proposed Transaction is fair and reasonable to Shareholders in the absence of any alternative proposals.

The ultimate decision on whether to approve the Proposed Transaction should be based on shareholders’ own assessment of their circumstances. We strongly recommend that shareholders consult their own professional advisers, carefully read all relevant documentation provided, including the Notice of General Meeting, and consider their own specific circumstances before voting in favour of or against the Proposed Transaction.

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APPENDIX A – GLOSSARY

Term	Definition
AASB Australian Accounting Standard Board
Advent Advent Energy Limited (ACN 109 955 400)
AFCA Australian Financial Complaints Authority
AFSL Australian Financial Services Licence
APES 225 Accounting Professional & Ethical Standards Board professional standard APES 225 ‘Valuation Services’
ASIC Australia Securities and Investment Commission
ASX Australian Securities Exchange
ASX Listing Rule 10.1 ASX Listing Rule 10.1 of Chapter 10 ‘Transactions with persons in a position of influence’
BPH BPH Energy Limited (ACN 095 912 002)
CCS Carbon capture and storage
Clean Hydrogen Clean Hydrogen Technologies Corporation
Client or Company BPH Energy Limited (ACN 095 912 002)
Corporations Act Corporations Act 2001 (Cth)
Cortical Dynamics Cortical Dynamics Limited (ACN 107 557 620)
FSG Financial Services Guide
FY 2021 The financial year ended 30 June 2021
FY 2022 The financial year ended 30 June 2022
FY 2023 The financial year ended 30 June 2023
Group BPH Energy Limited and its controlled entities
HY 2024 The half-year ended 31 December 2023
KAM Key audit matter
Loan Agreement 1 The loan agreement entered into in March 2023 between Advent Energy Limited and Clean Hydrogen Technologies Corporation
Loan Agreement 2 The loan agreement entered into in April 2023 between BPH Energy Limited, Advent Energy Limited and Clean Hydrogen Technologies Corporation
Loan Agreements The Loan Agreement 1 and the Loan Agreement 2
Loan Conversion Agreement The loan conversion agreement dated 10 October 2023 between BPH, Advent and Clean Hydrogen to convert the outstanding amount under the Loan Agreements, of US$950,000 plus accrued interest, into Tranche 2 Subscription Shares for 9.5% of the total issued share capital of Clean Hydrogen
MDSystems Molecular Discovery Systems Limited (ACN 118 494 492)
MEC Resources MEC Resources Limited (ACN 113 900 020)
Notice of Meeting or Document The Notice of General Meeting & Explanatory Memorandum sent to shareholders on or about the date of this Report in which this Report is included
Nexia entities Related entities within the Nexia Perth Group
Nexia Perth Group Nexia Perth Pty Ltd group entities
NPCF Nexia Perth Corporate Finance Pty Ltd (AFSL 289358)
PEP 11 Petroleum Exploration Permit 11
Proposed Transaction BPH’s agreement that amounts loaned by it to Advent will be reduced by US$760,000 (A$1,187,500 based on the A$/US$ exchange rate as at 10 October 2023) and will be satisfied by the issue of 1,422 Tranche 2 Subscription Shares in Clean Hydrogen
Report Independent Expert’s Report
RG 76 ASIC Regulatory Guide 76: Related party transactions
RG 111 ASIC Regulatory Guide 111: Content of expert reports
RG 112 ASIC Regulatory Guide 112: Independence of experts
Shareholders The shareholders of BPH Energy Limited
Tcf Trillion cubic feet
Tranche 1 Subscription Shares Shares in Clean Hydrogen representing 10% of the total issued share capital of Clean Hydrogen

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Term	Definition
Tranche 2 Subscription Shares Shares in Clean Hydrogen representing a further 10% of the total issued share capital of Clean Hydrogen
VWAP Volume weighted averageprice

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APPENDIX B – SOURCES OF INFORMATION

This Report has been based on the following information:

• Audited financial statements of BPH Energy Limited for the years ended 30 June 2021, 30 June 2022 and 30 June 2023;

• Reviewed financial statements of BPH Energy Limited for the half-year ended 31 December 2023;

• BPH Energy Limited’s shareholder register and shareholder range report, and options and performance rights registers;

• Draft Notice of General Meeting and Explanatory Memorandum prepared by BPH Energy Limited;

• Summary of loan agreements between BPH Energy Limited and Advent Energy Limited;

• BPH Energy Limited Notice of General Meeting dated 23 May 2022;

• Subscription Agreement dated 14 November 2022 between Clean Hydrogen Technologies Corporation, BPH Energy Limited and Advent Energy Limited;

• Loan Conversion Agreement dated 10 October 2023 between Clean Hydrogen Technologies Corporation, BPH Energy Limited and Advent Energy Limited;

• Subscription based data from S&P Capital IQ;

• Publicly available information; and

• Discussions with directors and/or management of BPH Energy Limited.

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APPENDIX C – STATEMENT OF DECLARATION & QUALIFICATIONS

Confirmation of Independence

Prior to accepting this engagement Nexia Perth Corporate Finance Pty Ltd (‘NPCF’) determined its independence with respect to BPH Energy Limited with reference to ASIC Regulatory Guide 112: Independence of expert’s Reports (‘RG 112’). NPCF considers that it meets the requirements of RG 112 and that it is independent of BPH Energy Limited.

Also, in accordance with s648(2) of the Corporations Act we confirm we are not aware of any business relationship or financial interest of a material nature with BPH Energy Limited, their related parties or associates that would compromise our impartiality.

Evelyn Tan and Muranda Janse Van Nieuwenhuizen, both Directors and Representatives of NPCF, have prepared this Report. Neither they nor any related entities of NPCF have any interest in the promotion of the Proposed Transaction nor will NPCF receive any benefits, other than normal professional fees, directly or indirectly, for or in connection with the preparation of this Report. Our fee is not contingent upon the success or failure of the Proposed Transaction, and has been calculated with reference to time spent on the engagement at normal professional fee rates for work of this type. Accordingly, NPCF does not have any pecuniary interests that could reasonably be regarded as being capable of affecting our ability to give an unbiased opinion under this engagement.

NPCF provided a draft copy of this Report to the independent directors and management of BPH Energy Limited for their comment as to factual accuracy, as opposed to opinions, which are the responsibility of NPCF alone. Changes made to this Report, as a result of the review by the independent directors and management of BPH Energy Limited, have not changed the methodology or conclusions reached by NPCF.

Qualifications

NPCF carries on business at Level 3, 88 William Street, Perth WA 6000. NPCF holds Australian Financial Services Licence No 289358 authorising it to provide financial product advice on securities to retail clients. NPCF’s directors and representatives are therefore qualified to provide this Report.

The persons specifically involved in preparing and reviewing this Report were Evelyn Tan and Muranda Janse Van Nieuwenhuizen, both of whom are Directors of NPCF. Evelyn Tan is a CFA[®] Charterholder, a member of the CFA Institute and a member of the CFA Society Perth. She is also an affiliate member of Chartered Accountants Australia and New Zealand. Evelyn holds a Master of Applied Finance from the University of Melbourne and has over 20 years of combined professional experience in the fields of corporate finance and banking in Australia and Singapore. Muranda Janse Van Nieuwenhuizen is a member of Chartered Accountants Australia and New Zealand as well as the South African Institute of Chartered Accountants. She is also a Registered Company Auditor.

Consent and Disclaimers

The preparation of this Report has been undertaken at the request of the independent directors of BPH Energy Limited. It also has regard to relevant ASIC Regulatory Guides. It is not intended that the Report should be used for any other purpose than to accompany the Notice of General Meeting to be sent to BPH Energy Limited shareholders. In particular, it is not intended that this Report should be used for any purpose other than as an expression of NPCF’s opinion as to whether or not the Proposed Transaction is fair and reasonable to BPH Energy Limited shareholders.

NPCF consent to the issue of this Report in the form and context in which it is included in the Notice of General Meeting to be sent to BPH Energy Limited shareholders.

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Shareholders should read all documents issued by BPH Energy Limited that consider the Proposed Transaction in their entirety, prior to proceeding with a decision. NPCF had no involvement in the preparation of these documents, with the exception of our Report.

This Report has been prepared specifically for the non-associated shareholders of BPH Energy Limited. Neither NPCF, nor any member or employee thereof undertakes responsibility to any person, other than a shareholder of BPH Energy Limited, in respect of this Report, including any errors or omissions howsoever caused. This Report is ‘General Advice’ and does not take into account any person's particular investment objectives, financial situation and particular needs. Before making an investment decision based on this advice, you should consider, with or without the assistance of a securities advisor, whether it is appropriate to your particular investment needs, objectives and financial circumstances.

APES 225

Our Report has been prepared in accordance with APES 225 Valuation Services.

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APPENDIX D – VALUATION METHODOLOGIES

In preparing this Report we have considered valuation methods commonly used in practice and those recommended by RG 111. These methods include:

• the discounted cash flow method;

• the capitalisation of earnings method;

• asset based methods; and

• analysis of share market trading.

Discounted Cash Flow Method

Description

Of the various methods noted above, the discounted cash flow method has the strongest theoretical standing. It is also widely used in practice by corporate acquirers and company analysts. The discounted cash flow method estimates the value of a business by discounting expected future cash flows to a present value using an appropriate discount rate. A discounted cash flow valuation requires:

• a forecast of expected future cash flows;

• an appropriate discount rate; and

• an estimate of terminal value.

It is necessary to project cash flows over a suitable period of time (generally regarded as being at least five years) to arrive at the net cash flow in each period. For a finite life project or asset this would need to be done for the life of the project. This can be a difficult exercise requiring a significant number of assumptions such as revenue growth, future margins, capital expenditure requirements, working capital movements and taxation.

The discount rate used represents the risk of achieving the projected future cash flows and the time value of money. The projected future cash flows are then valued in current day terms using the discount rate selected.

A terminal value reflects the value of cash flows that will arise beyond the explicit forecast period. This is commonly estimated using either a constant growth assumption or a multiple of earnings (as described under capitalisation of future maintainable earnings below). This terminal value is then discounted to current day terms and added to the net present value of the forecast cash flows.

The discounted cash flow method is often sensitive to a number of key assumptions such as revenue growth, future margins, capital investment, terminal growth and the discount rate. All of these assumptions can be highly subjective sometimes leading to a valuation conclusion presented as a range that is too wide to be useful.

Use of the Discounted Cash Flow Method

A discounted cash flow approach is usually preferred when valuing:

• early-stage companies or projects;

• limited life assets such as a mine or toll concession;

• companies where significant growth is expected in future cash flows; or

• projects with volatile earnings.

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It may also be preferred if other methods are not suitable, for example if there is a lack of reliable evidence to support a capitalisation of earnings approach. However, it may not be appropriate if reliable forecasts of cash flow are not available and cannot be determined.

Capitalisation of Earnings Method

Description

The capitalisation of earnings method is a commonly used valuation methodology that involves determining a future maintainable earnings figure for a business and multiplying that figure by an appropriate capitalisation multiple. This methodology is generally considered a short form of a discounted cash flow, where a single representative earnings figure is capitalised, rather than a stream of individual cash flows being discounted. The capitalisation of earnings methodology involves the determination of:

• a level of future maintainable earnings; and

• an appropriate capitalisation rate or multiple.

A multiple can be applied to any of the following measures of earnings:

Revenue – most commonly used for companies that do not make a positive EBITDA or as a cross-check of a valuation conclusion derived using another method.

EBITDA - most appropriate where depreciation distorts earnings, for example in a company that has a significant level of depreciating assets but little ongoing capital expenditure requirement.

EBIT - in most cases EBIT will be more reliable than EBITDA as it takes account of the capital intensity of the business.

NPAT - relevant in valuing businesses where interest is a major part of the overall earnings of the group (e.g. financial services businesses such as banks).

Multiples of EBITDA, EBITA and EBIT value the whole businesses, or its enterprise value irrespective of the gearing structure. NPAT (or P/E) values the equity of a business.

The multiple selected to apply to maintainable earnings reflects expectations about future growth, risk and the time value of money all wrapped up in a single number. Multiples can be derived from three main sources.

Using the guideline public company method, market multiples are derived from the trading prices of stocks of companies that are engaged in the same or similar lines of business and that are actively traded on a free and open market, such as the ASX or the NSX. The merger and acquisition method is a method whereby multiples are derived from transactions of significant interests in companies engaged in the same or similar lines of business. In Australia this has been called the comparable transaction methodology.

Use of the Capitalisation of Earnings Method

The capitalisation of earnings method is widely used in practice. It is particularly appropriate for valuing companies with a relatively stable historical earnings pattern which is expected to continue. This method is less appropriate for valuing companies or assets if:

• there are no suitable listed company or transaction benchmarks for comparison;

• the asset has a limited life;

• future earnings or cash flows are expected to be volatile; or

• there are negative earnings or the earnings of a business are insufficient to justify a value exceeding the value of the underlying net assets.

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Asset Based Methods

Description

Asset based valuation methods estimate the value of a company based on the realisable value of its net assets, less its liabilities. There are a number of asset-based methods including:

• orderly realisation;

• liquidation value;

• net assets on a going concern basis;

• replacement cost; and

• reproduction cost.

The orderly realisation of assets method estimates Fair Market Value by determining the amount that would be distributed to shareholders, after payment of all liabilities including realisation costs and taxation charges that arise, assuming the company is wound up in an orderly manner. The liquidation method is similar to the orderly realisation of assets method except the liquidation method assumes the assets are sold in a shorter time frame.

Since wind up or liquidation of the company may not be contemplated, these methods in their strictest form may not necessarily be appropriate. The net assets on a going concern basis method estimate the market values of the net assets of a company but do not take account of realisation costs.

The asset / cost approach is generally used when the value of the business’s assets exceeds the present value of the cash flows expected to be derived from the ongoing business operations, or the nature of the business is to hold or invest in assets. It is important to note that the asset approach may still be the relevant approach even if an asset is making a profit. If an asset is making less than an economic rate of return and there is no realistic prospect of it making an economic return in the foreseeable future, an asset approach would be the most appropriate method.

Use of Asset Based Methods

An asset-based approach is a suitable valuation method when:

• an enterprise is loss making and is not expected to become profitable in the foreseeable future;

• assets are employed profitably but earn less than the cost of capital;

• a significant portion of the company’s assets are composed of liquid assets or other investments (such as marketable securities and real estate investments); or

• it is relatively easy to enter the industry (for example, small machine shops and retail establishments).

Asset based methods are not appropriate if:

• the ownership interest being valued is not a controlling interest, has no ability to cause the sale of the company’s assets and the major holders are not planning to sell the company’s assets; or

• a business has (or is expected to have) an adequate return on capital, such that the value of its future income stream exceeds the value of its assets.

Analysis of Share Trading

The most recent share trading history provides evidence of the Fair Market Value of the shares in a company where they are publicly traded in an informed and liquid market. There should also be some similarity between the size of the parcel of shares being valued and those being traded. Where a company’s shares are publicly traded then an analysis of recent trading prices should be considered, at least as a cross-check to other valuation methods.

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Proxy Voting Form If you are attending the Meeting in person, please bring this with you for Securityholder registration.

BPH ENERGY LTD | ABN 41 095 912 002

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Your proxy voting instruction must be received by 10.00am (AWST) on Wednesday, 02 October 2024 , being not later than 48 hours before the commencement of the Meeting. Any Proxy Voting instructions received after that time will not be valid for the scheduled Meeting.

SUBMIT YOUR PROXY

SUBMIT YOUR PROXY
Complete the form overleaf in accordance with the instructions set out below. YOUR NAME AND ADDRESS The name and address shown above is as it appears on the Company’s share register. If this information is incorrect, and you have an Issuer Sponsored holding, you can update your address through the investor portal:https://investor.automic.com.au/#/homeShareholders sponsored by a broker should advise their broker of any changes. STEP 1 – APPOINT A PROXY If you wish to appoint someone other than the Chair of the Meeting as your proxy, please write the name of that Individual or body corporate. A proxy need not be a Shareholder of the Company. Otherwise if you leave this box blank, the Chair of the Meeting will be appointed as your proxy by default. DEFAULT TO THE CHAIR OF THE MEETING Any directed proxies that are not voted on a poll at the Meeting will default to the Chair of the Meeting, who is required to vote these proxies as directed. Any undirected proxies that default to the Chair of the Meeting will be voted according to the instructions set out in this Proxy Voting Form, including where the Resolutions are connected directly or indirectly with the remuneration of Key Management Personnel. STEP 2 - VOTES ON ITEMS OF BUSINESS You may direct your proxy how to vote by marking one of the boxes opposite each item of business. All your shares will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on any item by inserting the percentage or number of shares you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on the items of business, your proxy may vote as he or she chooses. If you mark more than one box on an item your vote on that item will be invalid. APPOINTMENT OF SECOND PROXY You may appoint up to two proxies. If you appoint two proxies, you should complete two separate Proxy Voting Forms and specify the percentage or number each proxy may exercise. If you do not specify a percentage or number, each proxy may exercise half the votes. You must return both Proxy Voting Forms together. If you require an additional Proxy Voting Form, contact Automic Registry Services. SIGNING INSTRUCTIONS Individual:Where the holding is in one name, the Shareholder must sign. Joint holding:Where the holding is in more than one name, all Shareholders should sign. Power of attorney:If you have not already lodged the power of attorney with the registry, please attach a certified photocopy of the power of attorney to this Proxy Voting Form when you return it. Companies:To be signed in accordance with your Constitution. Please sign in the appropriate box which indicates the office held by you. Email Address:Please provide your email address in the space provided. By providing your email address, you elect to receive all communications despatched by the Company electronically (where legally permissible) such as a Notice of Meeting, Proxy Voting Form and Annual Report via email. CORPORATE REPRESENTATIVES If a representative of the corporation is to attend the Meeting the appropriate ‘Appointment of Corporate Representative’ should be produced prior to admission. A form may be obtained from the Company’s share registry online at https://automic.com.au.	Lodging your Proxy Voting Form:
	Online Use your computer or smartphone to appoint a proxy at https://investor.automic.com.au/#/loginsahor scan the QR code below using your smartphone Login & Click on ‘Meetings’. Use the Holder Number as shown at the top of this Proxy Voting Form. BY MAIL: Automic GPO Box 5193 Sydney NSW 2001 IN PERSON: Automic Level 5, 126 Phillip Street Sydney NSW 2000 BY EMAIL: meetings@automicgroup.com.au BY FACSIMILE: +61 2 8583 3040 All enquiries to Automic: WEBSITE: https://automicgroup.com.au/ PHONE: 1300 288 664 (Within Australia) +61 2 9698 5414 (Overseas)

STEP 1 - How to vote

APPOINT A PROXY:

I/We being a Shareholder entitled to attend and vote at the General Meeting of BPH ENERGY LTD, to be held at 10.00am (AWST) on Friday, 04 October 2024 at View St Hall, 15 View Street, North Perth, WA 6006 hereby:

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Appoint the Chair of the Meeting (Chair) OR if you are not appointing the Chair of the Meeting as your proxy, please write in the box provided below the name of the person or body corporate you are appointing as your proxy or failing the person so named or, if no person is named, the Chair, or the Chair’s nominee, to vote in accordance with the following directions, or, if no directions have been given, and subject to the relevant laws as the proxy sees fit and at any adjournment thereof.

The Chair intends to vote undirected proxies in favour of all Resolutions in which the Chair is entitled to vote. Unless indicated otherwise by ticking the “for”, “against” or “abstain” box you will be authorising the Chair to vote in accordance with the Chair’s voting intention.

AUTHORITY FOR CHAIR TO VOTE UNDIRECTED PROXIES ON REMUNERATION RELATED RESOLUTIONS Where I/we have appointed the Chair as my/our proxy (or where the Chair becomes my/our proxy by default), I/we expressly authorise the Chair to exercise my/our proxy on Resolution 10 (except where I/we have indicated a different voting intention below) even though Resolution 10 is connected directly or indirectly with the remuneration of a member of the Key Management Personnel, which includes the Chair.

STEP 2 - Your voting direction	STEP 2 - Your voting direction
Resolutions For Against Abstain	Resolutions For Against Abstain
1 RATIFICATION OF PRIOR ISSUE OF FEBRUARY PLACEMENT SHARES	10 APPROVAL OF THE DEBT CONVERSION
2 RATIFICATION OF PRIOR ISSUE OF FEBRUARY PLACEMENT OPTIONS	11 PLACEMENT OF NEW OPTIONS
3 RATIFICATION OF PRIOR ISSUE OF FEBRUARY PLACEMENT BROKER OPTIONS – SIXTY-TWO CAPITAL	12 RELATED PARTY PARTICIPATION IN OPTION PLACEMENT – DAVID BREEZE
4 RATIFICATION OF PRIOR ISSUE OF FEBRUARY PLACEMENT BROKER OPTIONS - EVERBLU	13 RELATED PARTY PARTICIPATION IN OPTION PLACEMENT – TONY HUSTON
5 RATIFICATION OF PRIOR ISSUE OF MAY PLACEMENT SHARES – LISTING RULE 7.1	14 RATIFICATION OF ISSUE OF AUGUST PLACEMENT SHARES
6 RATIFICATION OF PRIOR ISSUE OF MAY PLACEMENT SHARES - LISTING RULE 7.1A	15 APPROVAL TO ISSUE AUGUST PLACEMENT OPTIONS
7 RATIFICATION OF PRIOR ISSUE OF MAY PLACEMENT OPTIONS	16 APPROVAL TO ISSUE AUGUST BROKER OPTIONS TO OAKLEY CAPITAL
8 RATIFICATION OF PRIOR ISSUE OF MAY PLACEMENT BROKER OPTIONS – SIXTY- TWO CAPITAL LIMITED	17 APPROVAL TO ISSUE AUGUST BROKER OPTIONS TO SIXTY-TWO CAPITAL
9 RATIFICATION OF PRIOR ISSUE OF MAY PLACEMENT BROKER OPTIONS – OAKLEY CAPITAL
Please note:If you mark the abstain box for a particular Resolution, you are directing your proxy not to vote on that Resolution on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll.

STEP 3 – Signatures and contact details

Individual or Securityholder 1	Individual or Securityholder 1	Individual or Securityholder 1	Individual or Securityholder 1	Individual or Securityholder 1	Individual or Securityholder 1										Securityholder 2	Securityholder 2	Securityholder 2	Securityholder 2											Securityholder 3	Securityholder 3	Securityholder 3	Securityholder 3	Securityholder 3	Securityholder 3	Securityholder 3	Securityholder 3
Sole Director and Sole Company Secretary																Director										Director / Company Secretary
Contact Name:
Email Address:
Contact Daytime Telephone																					Date (DD/MM/YY)
																										/						/
By providing your email address, you elect to								receive all					communications despatched by the Company electronically (where legally permissible).