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BPH ENERGY LTD AGM Information 2025

Oct 27, 2025

64555_rns_2025-10-27_4ca149f5-d9bd-41f1-bc50-c59850609849.pdf

AGM Information

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BPH ENERGY LIMITED ACN 095 912 002 NOTICE OF ANNUAL GENERAL MEETING

Notice is given that the Meeting will be held at:

TIME : 3.30pm WST DATE : Friday, 28th November 2025 PLACE : 15 View Street 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 4:00 PM (WST) on 26 November 2025.

B U S I N ES S OF TH E M EE T I N G

FINANCIAL STATEMENTS AND REPORTS

To receive and consider the annual financial report of the Company for the financial year ended 30 June 2025 together with the declaration of the Directors, the Director’s report, the Remuneration Report and the auditor’s report.

1. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT

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

“That, for the purposes of section 250R(2) of the Corporations Act and for all other purposes, approval is given for the adoption of the Remuneration Report as contained in the Company’s annual financial report for the financial year ended 30 June 2025.”

Note: the vote on this Resolution is advisory only and does not bind the Directors or the Company.

2. RESOLUTION 2 – RE-ELECTION OF DIRECTOR – CHARLES MALING

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

“That, for the purposes of clause 14.2 of the Constitution, Listing Rule 14.5, and for all other purposes, Charles Maling, a Director, retires by rotation, and being eligible, is re-elected as a Director.”

3. RESOLUTION 3 – APPROVAL OF 7.1A MANDATE

To consider and, if thought fit, to pass the following resolution as a special resolution :

“That, for the purposes of Listing Rule 7.1A and for all other purposes, approval is given for the Company to issue up to that number of Equity Securities equal to 10% of the issued capital of the Company at the time of issue, calculated in accordance with the formula prescribed in Listing Rule 7.1A.2 and otherwise on the terms and conditions set out in the Explanatory Statement.”

4. RESOLUTION 4 – RE-ADOPTION OF INCENTIVE PERFORMANCE RIGHTS AND OPTIONS PLAN

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 7.2 (Exception 13(b)) and for all other purposes, approval is given for the Company to re-adopt an employee incentive scheme titled Incentive Performance Rights and Options Plan and for the issue of a maximum of 121,970,000 securities under that Plan, on the terms and conditions set out in the Explanatory Statement.”

5. RESOLUTION 5 – 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 611,612,012 Options on the terms and conditions set out in the Explanatory Statement”.

6. RESOLUTION 6 – ISSUE OF OPTIONS TO DIRECTOR – DAVID BREEZE

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

“That, subject to Resolution 4, for the purposes of Listing Rule 10.14 and for all other purposes, approval is given for the Company to issue 5,000,000 Options to Mr David Breeze (or his nominee) under the Incentive Plan on the terms and conditions set out in the Explanatory Statement.”.

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7. RESOLUTION 7 – RATIFICATION OF PRIOR ISSUE OF SHARES IN CONSIDERATION FOR ADVERTISING SERVICES

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 1,388,889 Shares to Investing News Network Pty Ltd on the terms and conditions set out in the Explanatory Statement.”

8. RESOLUTION 8 - APPROVAL FOR DIRECTOR 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 section 195(4) of the Corporations Act, Listing Rule 10.11, and for all other purposes, approval is given for the Company to issue up to 9,121,678 Options to Mr David Breeze (or his nominee) on the terms and conditions set out in the Explanatory Statement.”

9. RESOLUTION 9 – APPROVAL FOR DIRECTOR 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 section 195(4) of the Corporations Act, 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.”.

Dated: 28 October 2025.

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Voting Prohibition Statements

Resolution 1 – Adoption of
Remuneration Report
A vote on this Resolution must not be cast (in any capacity) by or on behalf of
either of the following persons:
(a)
a member of the Key Management Personnel, details of whose
remuneration are included in the Remuneration Report; or
(b)
a Closely Related Party of such a member.
However, a person (thevoter) described above may cast a vote on this
Resolution as a proxy if the vote is not cast on behalf of a person described
above and either:
(a)
the voter is appointed as a proxy by writing that specifies the way the
proxy is to vote on this Resolution; or
(b)
the voter is the Chair and the appointment of the Chair as proxy:
(i)
does not specify the way the proxy is to vote on this
Resolution; and
(ii)
expressly authorises the Chair to exercise the proxy even
though this Resolution is connected directly or indirectly
with the remuneration of a member of the Key
Management Personnel.
Resolution 4 – Re-Adoption of
Incentive Performance Rights
and Option Plan
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:
(a)
the proxy is the Chair; and
(b)
the appointment expressly authorises the Chair to exercise the proxy
even though this Resolution is connected directly or indirectly with
remuneration of a member of the KeyManagement Personnel.
Resolution 6 - Issue of Options
to Director – David Breeze
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:
(a)
the proxy is the Chair; and
(b)
the appointment expressly authorises the Chair to exercise the proxy
even though this Resolution is connected directly or indirectly with
remuneration of a member of the KeyManagement Personnel.

Voting Exclusion Statement:

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:

Resolution 4 – Re-Adoption of
Incentive Performance Rights
and Option Plan
A person who is eligible to participate in the employee incentive scheme or an
associate of that person or those persons.
Resolution 5 – 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 6 – Issue of Options to
Director – David Breeze
Mr David Breeze (or their nominee(s)) and any other person referred to in Listing
Rule 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in the employee
incentive scheme inquestion or an associate of thatperson or thosepersons.
Resolution 7 – Ratification of
Prior Issue of Shares in
Consideration for Advertising
Services
Investing News Network Pty Ltd or any other person who participated in the issue
or an associate of that person or those persons.
Resolution 8– Approval for
Director 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 9 – Approval Director
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.

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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.

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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 3.20pm 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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E X PL A N A T O R Y S T A T EM E N T

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

1. FINANCIAL STATEMENTS AND REPORTS

In accordance with the Corporations Act, the business of the Meeting will include receipt and consideration of the annual financial report of the Company for the financial year ended 30 June 2025 together with the declaration of the Directors, the Directors’ report, the Remuneration Report and the auditor’s report.

The Company will not provide a hard copy of the Company’s annual financial report to Shareholders unless specifically requested to do so. The Company’s annual financial report is available on its website at www.bphenergy.com.au.

2. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT

2.1 General

The Corporations Act requires that at a listed company’s annual general meeting, a resolution that the remuneration report be adopted must be put to the shareholders. However, such a resolution is advisory only and does not bind the company or the directors of the company.

The remuneration report sets out the company’s remuneration arrangements for the directors and senior management of the company. The remuneration report is part of the directors’ report contained in the annual financial report of the company for a financial year.

The chair of the meeting must allow a reasonable opportunity for its shareholders to ask questions about or make comments on the remuneration report at the annual general meeting.

2.2 Voting consequences

A company is required to put to its shareholders a resolution proposing the calling of another meeting of shareholders to consider the appointment of directors of the company ( Spill Resolution ) if, at consecutive annual general meetings, at least 25% of the votes cast on a remuneration report resolution are voted against adoption of the remuneration report and at the first of those annual general meetings a Spill Resolution was not put to vote. If required, the Spill Resolution must be put to vote at the second of those annual general meetings.

If more than 50% of votes cast are in favour of the Spill Resolution, the company must convene a shareholder meeting ( Spill Meeting ) within 90 days of the second annual general meeting.

All of the directors of the company who were in office when the directors' report (as included in the company’s annual financial report for the most recent financial year) was approved, other than the managing director of the company, will cease to hold office immediately before the end of the Spill Meeting but may stand for re-election at the Spill Meeting.

Following the Spill Meeting those persons whose election or re-election as directors of the company is approved will be the directors of the company.

2.3 Previous voting results

At the Company’s previous annual general meeting the votes cast against the remuneration report considered at that annual general meeting were less than 25%. Accordingly, the Spill Resolution is not relevant for this Meeting.

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3. RESOLUTION 2 – RE-ELECTION OF DIRECTOR – CHARLES MALING

3.1 General

Listing Rule 14.5 provides that an entity which has directors must hold an election of directors at each annual general meeting.

The Constitution sets out the requirements for determining which Directors are to retire by rotation at an annual general meeting.

Charles Maling, who has served as a Director since 17 October 2017 and was last reelected on 30 November 2023, retires by rotation and seeks re-election.

3.2 Qualifications and other material directorships

Charles Maling was formerly the Communications Officer for the Office of the Western Australian State Government Environmental Protection Authority (“EPA”) with a responsibility for advising the Chairman of the EPA on media issues. He has a Bachelor of Sociology and Anthropology with a Media minor. Charles worked with the Western Australian State Government Department of the Environment for 14 years and further 8 years for the EPA. His administrative roles included environmental research (including a major study on Perth Metropolitan coastal waters and Western Australian estuaries) environmental regulation and enforcement and media management.

In the past three years Charles has not held any listed company directorships. Charles is a director of unlisted company Grandbridge Limited.

Mr Maling has no interests, position, association or relationship that might influence, or reasonably be perceived to influence, in a material respect his capacity to bring an independent judgement to bear on issues before the board and to act in the best interest of the entity and its security holders generally.

If re-elected the board considers Mr Maling will be an independent Director.

3.3 Technical information required by Listing Rule 14.1A

If Resolution 2 is passed, Mr Maling will be re-elected to the Board as independent Director.

In the event that Resolution 2 is not passed, Mr Maling will not continue in his role as independent Director. The Company may seek nominations or otherwise identify suitably qualified candidates to join the Company. As an additional consequence, this may detract from the Board and Company’s ability to execute on its strategic vision.

3.4 Board recommendation

The Board has reviewed Mr Maling’s performance since his appointment to the Board and considers that his skills and experience will continue to enhance the Board’s ability to perform its role. Accordingly, the Board supports the re-election of Mr Maling and recommends that Shareholders vote in favour of this Resolution.

4. RESOLUTION 3 – APPROVAL OF 7.1A MANDATE

4.1 General

This Resolution seeks Shareholder approval by way of special resolution for the Company to have the additional 10% placement capacity provided for in Listing Rule 7.1A to issue Equity Securities without Shareholder approval.

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 securities it had on issue at the start of that period.

Under Listing Rule 7.1A, an Eligible Entity may seek shareholder approval by way of a special resolution passed at its annual general meeting to increase this 15% limit by an extra 10% to 25% ( 7.1A Mandate ). An Eligible Entity means an entity which is not included in the S&P/ASX 300 Index and has a market capitalisation of $300,000,000 or less. As of the date of this Notice, the Company’s market capitalisation is $12,182,328. The Company is therefore an Eligible Entity.

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4.2 Technical information required by Listing Rule 14.1A

For this Resolution to be passed, at least 75% of votes cast by Shareholders present and eligible to vote at the Meeting must be cast in favour of the Resolution.

If Resolution 3 is passed, the Company will be able to issue Equity Securities up to the combined 25% limit in Listing Rules 7.1 and 7.1A without any further Shareholder approval.

If Resolution 3 is not passed, the Company will not be able to access the additional 10% capacity to issue Equity Securities without Shareholder approval under Listing Rule 7.1A and will remain subject to the 15% limit on issuing Equity Securities without Shareholder approval set out in Listing Rule 7.1.

4.3 Technical information required by Listing Rule 7.1A

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

(a) Period for which the 7.1A Mandate is valid

  • The 7.1A Mandate will commence on the date of the Meeting and expire on the first to occur of the following:

  • (i) the date that is 12 months after the date of this Meeting;

  • (ii) the time and date of the Company’s next annual general meeting; and

  • (iii) the time and date of approval by Shareholders of any transaction under Listing Rule 11.1.2 (a significant change in the nature or scale of activities) or Listing Rule 11.2 (disposal of the main undertaking).

(b) Minimum price

Any Equity Securities issued under the 7.1A Mandate must be in an existing quoted class of Equity Securities and be issued for cash consideration at a minimum price of 75% of the volume weighted average price of Equity Securities in that class, calculated over the 15 trading days on which trades in that class were recorded immediately before:

  • (i) the date on which the price at which the Equity Securities are to be issued is agreed by the entity and the recipient of the Equity Securities; or

  • (ii) if the Equity Securities are not issued within 10 trading days of the date in Section 1.1.1(a)(i), the date on which the Equity Securities are issued.

(c) Use of funds raised under the 7.1A Mandate

The Company intends to use funds raised from issues of Equity Securities under the 7.1A Mandate for the Company’s investments in Cortical Dynamics Limited, Clean Hydrogen Technologies Corp., Molecular Discovery Systems Limited and the Advent Energy Limited group of companies, the acquisition of new assets and investments (including expenses associated with such an acquisition), debt reduction and general working capital.

(d) Risk of Economic and Voting Dilution

Any issue of Equity Securities under the 7.1A Mandate will dilute the interests of Shareholders who do not receive any Shares under the issue.

If Resolution 3 is approved by Shareholders and the Company issues the maximum number of Equity Securities available under the 7.1A Mandate, the economic and voting dilution of existing Shares would be as shown in the table below.

The table below shows the dilution of existing Shareholders calculated in accordance with the formula outlined in Listing Rule 7.1A.2, on the basis of the closing market price of Shares and the number of Equity Securities on issue or proposed to be issued as at 13 October 2025.

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The table also shows the voting dilution impact where the number of Shares on issue (Variable A in the formula) changes and the economic dilution where there are changes in the issue price of Shares issued under the 7.1A Mandate.

DILUTION DILUTION
Number of Shares on Issue
(Variable A in Listing Rule
7.1A.2)
Shares
issued –
10% voting
dilution
Issue Price
$0.005 $0.009 $0.014
50%
decrease
Issue Price 50%
increase
Funds Raised
Current 1,219,621,705
Shares
121,962,171 $609,810 $1,097,659 $1,707,470
50%
increase
1,829,432,557
Shares
182,943,256 $914,716 $1,646,489 $2,561,205
100%
increase
2,439,243,410
Shares
243,924,341 $1,219,621 $2,195,319 $3,414,940

*The number of Shares on issue (Variable A in the formula) could increase as a result of the issue of Shares that do not require Shareholder approval (such as under a pro-rata rights issue or scrip issued under a takeover offer) or that are issued with Shareholder approval under Listing Rule 7.1.

The table above uses the following assumptions:

  1. There are currently 1,219,621,705 existing Shares as at the date of this Notice.

  2. The issue price set out above is the closing market price of the Shares on the ASX on 13 October 2025 (being $0.009) ( Issue Price ). The Issue Price at a 50% increase and 50% decrease are each rounded to three decimal places prior to the calculation of the funds raised.

  3. The Company issues the maximum possible number of Equity Securities under the 7.1A Mandate.

  4. The Company has not issued any Equity Securities in the 12 months prior to the Meeting that were not issued under an exception in Listing Rule 7.2 or with approval under Listing Rule 7.1.

  5. The issue of Equity Securities under the 7.1A Mandate consists only of Shares. It is assumed that no Options are exercised into Shares before the date of issue of the Equity Securities. If the issue of Equity Securities includes quoted Options, it is assumed that those quoted Options are exercised into Shares for the purpose of calculating the voting dilution effect on existing Shareholders.

  6. The calculations above do not show the dilution that any one particular Shareholder will be subject to. All Shareholders should consider the dilution caused to their own shareholding depending on their specific circumstances.

  7. This table does not set out any dilution pursuant to approvals under Listing Rule 7.1 unless otherwise disclosed.

  8. The 10% voting dilution reflects the aggregate percentage dilution against the issued share capital at the time of issue. This is why the voting dilution is shown in each example as 10%.

  9. The table does not show an example of dilution that may be caused to a particular Shareholder by reason of placements under the 7.1A Mandate, based on that Shareholder’s holding at the date of the Meeting.

Shareholders should note that there is a risk that:

(i) the market price for the Company’s Shares may be significantly lower on the issue date than on the date of the Meeting; and

(ii) the Shares may be issued at a price that is at a discount to the market price for those Shares on the date of issue.

(e) Allocation policy under the 7.1A Mandate

The recipients of the Equity Securities to be issued under the 7.1A Mandate have not yet been determined. However, the recipients of Equity Securities could consist of current Shareholders or new investors (or both), none of whom will be related parties of the Company.

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The Company will determine the recipients at the time of the issue under the 7.1A Mandate, having regard to the following factors:

  • (i) the purpose of the issue;

  • (ii) alternative methods for raising funds available to the Company at that time, including, but not limited to, an entitlement issue, share purchase plan, placement or other offer where existing Shareholders may participate;

  • (iii) the effect of the issue of the Equity Securities on the control of the Company;

  • (iv) the circumstances of the Company, including, but not limited to, the financial position and solvency of the Company;

  • (v) prevailing market conditions; and

  • (vi) advice from corporate, financial and broking advisers (if applicable).

  • (f) Previous approval under Listing Rule 7.1A

The Company previously obtained approval from its Shareholders pursuant to Listing Rule 7.1A at its annual general meeting held on 28 November 2024 ( Previous Approval ).

During the 12-month period preceding the date of the Meeting, being on and from 28 November 2024, the Company has issued no Shares under the Previous Approval ( Previous Issue ). The total diluted number of Equity Securities on issue in the Company on 28 November 2024 was 1,845,911,100.

No Equity Securities were issued by the Company pursuant to Listing Rule 7.1A.2 during the 12 month period preceding the date of the Meeting.

4.4 Voting Exclusion Statement

As at the date of this Notice, the Company is not proposing to make an issue of Equity Securities under Listing Rule 7.1A. Accordingly, a voting exclusion statement is not included in this Notice.

5. RESOLUTION 4 – RE-ADOPTION OF INCENTIVE PERFORMANCE RIGHTS AND OPTIONS PLAN

5.1 General

Resolution 4 seeks Shareholder approval for the re-adoption of the employee incentive scheme titled “Incentive Performance Rights and Options Plan” ( Plan ) and for the issue of up to a maximum of 121,970,000 Performance Rights and Options under the Plan in accordance with Listing Rule 7.2 (Exception 13(b)).

The objective of the Plan is to attract, motivate and retain key employees and the Company considers that the adoption of the Plan and the future issue of Performance Rights or Options under the Plan will provide selected employees with the opportunity to participate in the future growth of the Company.

The Company adopted the Plan at a shareholders meeting held on 30 November 2022. The Company is seeking approval for the re-adoption of the Plan pursuant to Resolution 4 primarily for the purpose of increasing the maximum number of Securities that may be issued under the Plan. No amendments are proposed to be made to the terms of the Plan.

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.

Listing Rule 7.2 (Exception 13(b)) provides that Listing Rule 7.1 does not apply to an issue of securities under an employee incentive scheme if, within three years before the date of issue of the securities, the holders of the entity’s ordinary securities have approved the issue of equity securities under the scheme as exception to Listing Rule 7.1.

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Exception 13(b) is only available if and to the extent that the number of equity securities issued under the scheme does not exceed the maximum number set out in the entity’s notice of meeting dispatched to shareholders in respect of the meeting at which shareholder approval was obtained pursuant to Listing Rule 7.2 Exception 13(b). Exception 13(b) also ceases to be available if there is a material change to the terms of the scheme from those set out in the notice of meeting.

5.2 Technical Information required by Listing Rule 14.1A

If Resolution 4 is passed, the Company will be able to issue Performance Rights and Options under the Plan to eligible participants over a period of 3 years. The issue of any Performance Rights or Options to eligible participants under the Plan (up to the maximum number of Securities stated in Section 5.1) 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.

For the avoidance of doubt, the Company must seek Shareholder approval under Listing Rule 10.14 in respect of any future issues of Performance Rights or Options under the Plan to a related party or a person whose relationship with the company or the related party is, in ASX’s opinion, such that approval should be obtained.

If Resolution 4 is not passed, the Company will be able to proceed with the issue of Performance Rights and Options under the Plan to eligible participants, but any issues of Performance Rights or Options will reduce, to that extent, the Company’s capacity to issue equity securities without Shareholder approval under Listing Rule 7.1 for the 12 month period following the issue of the Performance Rights or Options.

5.3 Technical information required by Listing Rule 7.2 (Exception 13)

Pursuant to and in accordance with Listing Rule 7.2 (Exception 13), the following information is provided in relation to Resolution 4:

  • (a) a summary of the key terms and conditions of the Plan is set out in Schedule 1;

  • (b) the Company has issued the following securities under the Plan:

  • (i) in February 2023, Director David Breeze was issued with 15,000,000 Incentive Options with an exercise price of $0.03 each and an expiry date of 30 September 2024. 10,000,000 of these Incentive Options were exercised on 30 September 2024 with the remainder expiring unexercised;

  • (ii) at the Company’s 2023 AGM, held on 30 November 2023, Shareholder approval was received to issue Director David Breeze 58,000,000 Performance Rights. The Performance Rights shall vest upon approval by the Commonwealth - New South Wales Offshore Petroleum Joint Authority (Joint Authority) of the PEP11 Permit extension application ( Milestone ). If the Milestone has not been achieved prior to 30 November 2028, the Performance Rights will automatically lapse and will not be converted into shares. The Performance Rights have not yet been issued at the date of this Notice of Meeting; and

  • (iii) in December 2023 staff / consultants were issued 5,250,000 Incentive Options with an exercise price of $0.05 each and expiry date of 7 December 2028;

  • (c) the maximum number of Securities proposed to be issued under the Plan, following Shareholder approval, is 121,970,000 Securities. It is not envisaged that the maximum number of Securities for which approval is sought will be issued immediately;

  • (d) the Company may also seek Shareholder approval under Listing Rule 10.14 in respect of any future issues of Securities under the Plan to a related party or a person whose relationship with the Company or the related party is, in ASX’s opinion, such that approval should be obtained;

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(e) a voting exclusion statement applies to this Resolution; and

(f) a voting prohibition statement applies to this Resolution.

6. RESOLUTION 5 – PLACEMENT OF NEW OPTIONS

6.1 General

Subject to Shareholder approval, the Company intends to undertake a placement to issue up to 611,763,844 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 $611,764 ( 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 BPHO class of Options, as at 29 October 2025 ( Eligible Participants ), on the basis of one New Option for every one BPHO Option held at 29 October 2025 being the expiry date of the BPHO 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 BPHO 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 towards meeting the expenses of preparing and lodging the Prospectus with the ASIC and ASX, with any surplus funds to be used for hydrocarbon investments and general working capital.

For the avoidance of doubt, Mr Breeze (or his nominee) and Mr Huston are currently holders of BPHO Options. The Company confirms that Mr Breeze and Mr Huston intend to participate in the Option Placement to the extent of their entitlement, and subject to Shareholder approval under Resolutions 8 and 9, under a separate offer included in the Prospectus.

The Company will apply for quotation of the New Options issued under the Director Participation in the Option Placement at the same time as it applies for quotation of the Options issued to unrelated participants in the Option Placement.

6.2 Shorfall Offer

Any entitlement not taken up under the Options Placement will form the shortfall offer ( Shortfall Offer ). The Shortfall Offer will be a separate offer made pursuant to the Prospectus, and will remain open for up to 3 months following the closing date. The issue price for each of the Options to be issued under the Shortfall Offer is $0.001, being the same price at which the Options are offered under the Options Placement. The Directors reserve the right to issue the Options under the Shortfall Offer at their absolute discretion.

6.3 Indicative timetable

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

ACTION DATE*
Date for determining eligibility of participants in the offer 29 October 2025
Lodgement of the Prospectus with the ASIC and ASX* 2 December 2025
Opening Date of the offer and Director Participation offer 4 December 2025
Closing Date of the Director Participation 12 December 2025
Issue of Options to Directors under the Director Participation 15 December 2025
Closing Date of the offer* 20 January 2026
Issue of New Options 27 January 2026

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ACTION DATE*
Quotation of all New Options (including the Options Director
Participation)*
28 January 2026

*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.

6.4 ASX 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.

The proposed issue does not fall within any of the exceptions set out in Listing Rule 7.2 and exceeds the 15% limit in Listing Rule 7.1. It therefore requires the approval of Shareholders under Listing Rule 7.1.

6.5 Technical information required by ASX Listing Rule 14.1A

If Resolution 5 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 5 is not passed, the Company will not proceed with the issue of New Options under the Option Placement.

6.6 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 6.1, 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. The Company confirms that no Material Persons will be issued more than 1% of the issued capital of the Company;

  • (b) the maximum number of New Options to be issued is 611,763,844, which, when multiplied by the issue price (outlined below) equals $611,764;

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

  • (d) 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;

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

  • (f) the purpose of the issue is as set out in Section 6.1 above. 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;

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

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

7. RESOLUTION 6 – ISSUE OF OPTIONS TO DAVID BREEZE

7.1 General

This Resolution seeks Shareholder approval for the purposes of Listing Rule 10.14 for the issue of up to 5,000,000 Options to David Breeze (or his nominee(s)) pursuant to the Company’s

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Plan on the terms and conditions set out below. Each Option will be exercisable at $0.03 on or before 30 November 2026, and otherwise on the terms set out in Schedule 3.

This Resolution is conditional on Resolution 4 also being passed.

7.2 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.

The issue constitutes giving a financial benefit and David Breeze is a related party of the Company by virtue of being a Director.

The Directors (other than David Breeze) consider that Shareholder approval pursuant to Chapter 2E of the Corporations Act is not required in respect of the issue, because the agreement to issue the Options, reached as part of the remuneration package for David Breeze, is considered reasonable remuneration in the circumstances and was negotiated on an arm’s length basis.

7.3

Listing Rule 10.14

Listing Rule 10.14 provides that an entity must not permit any of the following persons to acquire equity securities under an employee incentive scheme without the approval of the holders of its ordinary securities:

  • 10.14.1 a director of the entity;

  • 10.14.2 an associate of a director of the entity; or

  • 10.14.3 a person whose relationship with the entity or a person referred to in Listing Rules 10.14.1 to 10.14.2 is such that, in ASX’s opinion, the acquisition should be approved by security holders.

The issue falls within Listing Rule 10.14.1 and it therefore requires the approval of Shareholders under Listing Rule 10.14.

7.4 Technical information required by Listing Rule 14.1A

If this Resolution is passed, the Company will be able to proceed with the issue within 3 years after the date of the Meeting. As approval pursuant to Listing Rule 7.1 is not required for the issue (because approval is being obtained under Listing Rule 10.14), the issue will not use up any of the Company’s 15% annual placement capacity.

If this Resolution is not passed, the Company will not be able to proceed with the issue and the Company will consider alternative methods to remunerate David Breeze.

7.5 Technical information required by Listing Rule 10.13

REQUIRED INFORMATION DETAILS
Name of the persons to
whom Securities will be
issued
David Breeze.
Categorisation under Listing
Rule 10.11
David Breeze falls within the category set out in Listing
Rule 10.14.1 as they are a related party of the Company
by virtue of being a Director.
Any nominee(s) of David Breeze who receive Securities
may constitute ‘associates’ for the purposes of Listing
Rule 10.14.2.

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REQUIRED INFORMATION DETAILS
Number of Securities and
class to be issued
Up to 5,000,000 Options will be issued.
Remuneration package The total remuneration package for David Breeze for the
previous financial year and the proposed total
remuneration package for the current financial year are
set out below:
RELATED PARTY
CURRENT FINANCIAL
YEAR ENDING
FY2026 (PROPOSED)
PREVIOUS FINANCIAL
YEAR ENDED FY2025
(ACTUAL)
David Breeze
$623,6001
$678,1092
Notes:
1.
Comprising Directors’ salary and fees of $148,000, and share-
based payments of $475,600.
2.
Comprising Directors’ salary and fees of $148,000 and share-
based payments of $530,109.
Securities previously issued
to the recipient/(s) under
the Plan
(a)
David Breeze has received 15,000,000 Incentive
Options with an exercise price of $0.03 each
and an expiry date of 30 September 2024 under
the Plan. 10,000,000 of these Incentive Options
were exercised on 30 September 2024 with the
remainder expiring unexercised.
(b)
Shareholder approval was received at the
Company’s 2023 AGM to issue Director David
Breeze 58,000,000 Performance Rights. As at the
date of this Notice, these Performance have
not yet been issued.
Terms of Securities The Options will be issued on the terms and conditions set
out in Schedule 3.
Purpose of the issue,
including the intended use
of any funds raised by the
issue
The Company has agreed to issue the Options for the
following reasons:
(a)
the issue of Options has no immediate
dilutionary impact on Shareholders;
(b)
the issue to David Breeze will align the interests
of the recipients with those of Shareholders;
(c)
the issue is a reasonable and appropriate
method to provide cost effective remuneration
as the non-cash form of this benefit will allow
the Company to spend a greater proportion of
its cash reserves on its operations than it would
if alternative cash forms of remuneration were
given David Breeze;
(d)
it is not considered that there are any significant
opportunity costs to the Company or benefits
foregone by the Company in issuing the
Options on the terms proposed.
Valuation The Valuation is set out in Schedule 4.
Date(s) on or by which the
Securities will be issued
The Company expects to issue the Securities within 5
Business Days of the Meeting. In any event, the Company
will not issue any Securities later than three years after the
date of the Meeting (or such later date to the extent
permitted by any ASX waiver or modification of the
Listing Rules).
Issue price of Securities The Options will be issued at a nil issue price.

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REQUIRED INFORMATION DETAILS
Material terms of the Plan A summary of the material terms and conditions of the
Plan is set out in Schedule 1.
Material terms of any loan No loan is being made in connection with the acquisition
of the Securities.
Additional Information Details of any Securities issued under the Plan will be
published in the annual report of the Company relating
to the period in which they were issued, along with a
statement that approval for the issue was obtained
under Listing Rule 10.14.
Any additional persons covered by Listing Rule 10.14 who
become entitled to participate in an issue of Securities
under the Plan after this Resolution is approved and who
were not named in this Notice will not participate until
approval is obtained under Listing Rule 10.14.
Voting exclusion statements Voting exclusion statements apply to this Resolution.
Voting prohibition
statements
Voting prohibition statements apply to this Resolution.

8. RESOLUTION 7 – RATIFICATION OF PRIOR ISSUE OF SHARES IN CONSIDERATION FOR ADVERTISING SERVICES

8.1 General

This Resolution seeks Shareholder ratification for the purposes of Listing Rule 7.4 for the issue of 1,388,889 Shares to Investing News Network Pty Ltd on 15 February 2025 in consideration for advertising fees amounting to a value of $15,000, in lieu of paying cash for the consulting services provided.

8.2 Listing Rule 7.1

A summary of Listing Rule 7.1 is set out in Section 4.1 above.

The issue 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 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 the date of the issue.

8.3 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.

8.4 Technical information required by Listing Rule 14.1A

If this Resolution is passed, the issue 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 the issue.

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

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8.5 Technical information required by Listing Rules 7.4 and 7.5

REQUIRED INFORMATION DETAILS
Names of persons to whom
Securities were issued or the
basis on which those persons
were identified/selected
Investing News Network Pty Ltd.
Number and class of
Securities issued
1,388,889 Shares were issued.
Terms of Securities The Shares were fully paid ordinary shares in the capital
of the Company issued on the same terms and
conditions as the Company’s existing Shares.
Date(s) on or by which the
Securities were issued.
15 October 2025.
Price or other consideration
the Company received for
the Securities
The Shares were issued at a deemed issue price of
$0.0108 to satisfy $15,000 worth of consulting fees.
Purpose of the issue,
including the intended use of
any funds raised by the issue
The purpose of the issue was to satisfy advertising fees
of $15,000 as set out in Section 8.1 above.
Summary of material terms of
agreement to issue
The Shares were not issued under an agreement.
Voting Exclusion Statement A voting exclusion statement applies to this Resolution.
Compliance The issue did not breach Listing Rule 7.1.

9. RESOLUTIONS 8 AND 9 – DIRECTOR PARTICIPATION IN OPTION PLACEMENT

9.1 General

As set out in Section 6.2 above, each of the Directors wish to participate in the Options Placement on the same terms as unrelated participants in the Option Placement ( Participation ) as follows:

(a) Mr David Breeze (or his nominee) intends to apply for 9,121,678 Options under the Options Placement subject to Resolution 8; and

  • (b) Mr Tony Huston (or his nominee) intends to apply for up to 1,542,762 Options under the Options Placement subject to Resolution 9.

9.2 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 each of the Directors are each a related party of the Company by virtue of being a Director.

In respect of Resolution 8, the Directors (other than David Breeze who has a material personal interest in Resolution 8) consider that Shareholder approval pursuant to Chapter 2E of the Corporations Act is not required in respect of the Participation because the New Options will be issued to Mr Breeze on the same terms as the New Options issued to non-

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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 8, the Directors (other than Tony Huston who has a material personal interest in Resolution 8) consider that Shareholder approval pursuant to Chapter 2E of the Corporations Act is not required in respect of the Participation for the same reason as is given for Mr Breeze’s participation above.

9.3 Section 195(4) of the Corporations Act

Section 195 of the Corporations Act provides that a director of a public company may not vote or be present during meetings of directors when matters in which that director holds a “material personal interest” are being considered, except in certain limited circumstances. Section 195(4) relevantly provides that if there are not enough directors to form a quorum for a directors meeting because of this restriction, one or more of the directors may call a general meeting and the general meeting may pass a resolution to deal with the matter.

It might be argued (but it is neither conceded nor, indeed, is it thought by the Board to be the case) that all but one of the Directors comprising the Board have a material personal interest in the outcome of Resolutions 8 and 9. If this were the case, a quorum of Directors without a material personal interest could not be formed at the Board level to consider the matters contemplated by these Resolutions.

Accordingly, for the avoidance of any doubt, and for the purpose of transparency and best practice corporate governance, the Company also seeks Shareholder approval for Resolutions 8 and 9 for the purposes of section 195(4) of the Corporations Act in respect of the reliance on the arm’s length terms exception and the decision not to seek Shareholder approval under Chapter 2E of the Corporations Act.

9.4 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.

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.

9.5 Technical information required by Listing Rule 14.1A

If these Resolutions are passed the Company will be able to proceed with the issue of the New Options to each of the Directors 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 these Resolutions are not passed, the Company will not be able to proceed with the issue of the New Options to the Directors under the Participation.

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Resolutions 8 and 9 are conditional on Resolution 5 also being passed. Therefore, if Resolution 5 is not passed, the Option Placement will not be undertaken, and there will be no Participation.

9.6 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 8 and 9:

  • (a) the New Options will be issued to David Breeze and Tony Huston (or their nominee(s));

  • (b) David Breeze and Tony Huston each fall 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. Any nominee(s) of David Breeze and Tony Huston who receive Securities may constitute ‘associates’ for the purposes of Listing Rule 10.11.4;

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

  • (i) up to 9,121,678 New Options to Mr David Breeze (or his nominee); and

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

  • (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 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;

  • (f) 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 Option Placement;

  • (g) as noted above, the purpose of the issue of New Options under the Option Placement is not to raise capital but to enable the holders of BPHO 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. The Directors will satisfy the consideration for their Participation by a set off of amounts owing to them or their nominees, in particular Mr David Breeze up to $9,122, Mr Tony Huston up to $1,542.76;

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

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

  • (j) a voting exclusion statement is included in Resolutions 8 and 9 of the Notice.

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G L O S S AR Y

  • $ means Australian dollars.

  • 7.1A Mandate has the meaning given in Section 4.1.

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.

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

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

  • (l) a child of the member’s spouse;

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

  • (n) 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;

  • (o) a company the member controls; or

  • (p) 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).

Directors means the current directors of the Company.

Equity Securities includes a Share, a right to a Share or Option, an Option, a convertible security and any security that ASX decides to classify as an Equity Security.

Explanatory Statement means the explanatory statement accompanying the Notice.

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.

Meeting means the meeting convened by the Notice.

New Option has the meaning set out in Section 6.1.

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

Option means an option to acquire a Share.

Optionholder means a holder of an Option.

Proxy Form means the proxy form accompanying the Notice.

Remuneration Report means the remuneration report set out in the Director’s report section of the Company’s annual financial report for the year ended 30 June 2025.

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

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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. Variable A means “A” as set out in the formula in Listing Rule 7.1A.2.

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

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S C H E DU L E 1 – T ER M S A N D C O N DI T I ON S O F TH E C OM PA N Y ’ S I NC E N T I VE P E R F O R M A NC E R I G H T S A N D O PT I O N S P L AN

A summary of the material terms of the Company’s Incentive Performance Rights and Options Plan ( Plan ) is set out below.

(Plan) is set out below.
Eligible Participant Eligible Participantmeans a person that is a ‘primary participant’ (as that
term is defined in Division 1A of Part 7.12 of the Corporations Act) in
relation to the Company or an Associated Body Corporate (as defined
in the Corporations Act) and has been determined by the Board to be
eligible to participate in the Plan from time to time.
Purpose The purpose of the Plan is to:
(a)
assist in the reward, retention, and motivation of Eligible
Participants;
(b)
link the reward of Eligible Participants to Shareholder value
creation; and
(c)
align the interests of Eligible Participants with shareholders of the
Group (being the Company and each of its Associated Bodies
Corporate), by providing an opportunity to Eligible Participants
to receive an equity interest in the Company in the form of
securities.
Plan administration The Plan will be administered by the Board. The Board may exercise any
power or discretion conferred on it by the Plan rules in its sole and
absolute discretion (except to the extent that it prevents the Participant
relying on the deferred tax concessions under Subdivision 83A-C of the
Income Tax Assessment Act 1997(Cth)). The Board may delegate its
powers and discretion.
Eligibility, invitation
and application
The Board may from time to time determine that an Eligible Participant
may participate in the Plan and make an invitation to that Eligible
Participant to apply for any (or any combination of) Options and
Performance Rights provided under the Plan on such terms and
conditions as the Board decides.
On receipt of an invitation, an Eligible Participant may apply for the
securities the subject of the invitation by sending a completed
application form to the Company. The Board may accept an
application from an Eligible Participant in whole or in part.
If an Eligible Participant is permitted in the invitation, the Eligible
Participant may, by notice in writing to the Board, nominate a party in
whose favour the Eligible Participant wishes to renounce the invitation.
Grant of securities The Company will, to the extent that it has accepted a duly completed
application, grant the Participant the relevant number and type of
securities, subject to the terms and conditions set out in the invitation, the
Plan rules and any ancillary documentation required.
Rights attaching to
securities
Prior to an Option or Performance Right being exercised, the holder:
(a)
does not have any interest (legal, equitable or otherwise) in any
Share the subject of the convertible security other than as
expressly set out in the Plan;
(b)
is not entitled to receive notice of, vote at or attend a meeting
of the shareholders of the Company;
(c)
is not entitled to receive any dividends declared by the
Company; and
(d)
is not entitled to participate in any new issue of Shares (see
Adjustment of convertible securities section below).
Vesting of convertible
securities
Any vesting conditions applicable to the Options or Performance Rights
will be described in the invitation. If all the vesting conditions are satisfied
and/or otherwise waived by the Board, a vesting notice will be sent to
the Participant by the Company informing them that the relevant

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securities have vested. Unless and until the vesting notice is issued by the
Company, the securities will not be considered to have vested. For the
avoidance of doubt, if the vesting conditions relevant to an Option or
Performance Right are not satisfied and/or otherwise waived by the
Board, that security will lapse.
Exercise of
convertible securities
and cashless exercise
To exercise a security, the Participant must deliver a signed notice of
exercise and, subject to a cashless exercise (see next paragraph below),
pay the exercise price (if any) to or as directed by the Company, at any
time following vesting of the Option or Performance Right (if subject to
vesting conditions) and prior to the expiry date as set out in the invitation
or vesting notice.
An invitation to apply for Options may specify that at the time of exercise
of the Options, the Participant may elect not to be required to provide
payment of the exercise price for the number of Options specified in a
notice of exercise, but that on exercise of those Options the Company
will transfer or issue to the Participant that number of Shares equal in
value to the positive difference between the Market Value of the Shares
at the time of exercise and the exercise price that would otherwise be
payable to exercise those Options.
Market Valuemeans, at any given date, the volume weighted average
price per Share traded on the ASX over the 5 trading days immediately
preceding that given date, unless otherwise specified in an invitation.
An Option or a Performance Right may not be exercised unless and until
that security has vested in accordance with the Plan rules, or such earlier
date as set out in the Plan rules.
Timing of issue of
Shares and quotation
of Shares on exercise
As soon as practicable after the valid exercise of an Option or a
Performance Right by a Participant, the Company will issue or cause to
be transferred to that Participant the number of Shares to which the
Participant is entitled under the Plan rules and issue a substitute certificate
for any remaining unexercised securities held by that Participant.
Restrictions on
dealing with securities
A holder may not sell, assign, transfer, grant a security interest over or
otherwise deal with an Option or a Performance Right that has been
granted to them unless otherwise determined by the Board. A holder
must not enter into any arrangement for the purpose of hedging their
economic exposure to an Option or a Performance Right that has been
granted to them.
However, in Special Circumstances as defined under the Plan (including
in the case of death or total or permanent disability of the Participant) a
Participant may deal with convertible securities granted to them under
the Plan with the consent of the Board.
Listing of convertible
securities
An Option or a Performance Right granted under the Plan will not be
quoted on the ASX or any other recognised exchange. The Board
reserves the right in its absolute discretion to apply for quotation of an
Option granted under the Plan on the ASX or any other recognised
exchange.
Forfeiture of
convertible securities
Options and Performance Rights will be forfeited in the following
circumstances:
(a)
where a Participant who holds Options or Performance Rights
ceases to be an Eligible Participant (e.g., is no longer employed
or their office or engagement is discontinued with the Group),
all unvested convertible securities will automatically be
forfeited by the Participant;
(b)
where
a
Participant
acts
fraudulently
or
dishonestly,
negligently, in contravention of any Group policy or wilfully
breaches their duties to the Group;
(c)
where there is a failure to satisfy the vesting conditions in
accordance with the Plan;

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1939-01/3785763_16

(d)
on the date the Participant becomes insolvent; or
(e)
on the expiry date of the Options or Performance Rights.
Change of control If a change of control event occurs, or the Board determines that such
an event is likely to occur, the Board may in its discretion determine the
manner in which any or all of the holder’s Options or Performance Rights
will be dealt with, including, without limitation, in a manner that allows
the holder to participate in and/or benefit from any transaction arising
from or in connection with the change of control event.
Adjustment of
convertible securities
If there is a reorganisation of the issued share capital of the Company
(including
any
subdivision,
consolidation,
reduction,
return
or
cancellation of such issued capital of the Company), the rights of each
Participant holding Options or Performance Rights will be changed to
the extent necessary to comply with the Listing Rules applicable to a
reorganisation of capital at the time of the reorganisation.
If Shares are issued by the Company by way of bonus issue (other than
an issue in lieu of dividends or by way of dividend reinvestment), the
holder of Options or Performance Rights is entitled, upon exercise of
those securities, to receive an issue of as many additional Shares as
would have been issued to the holder if the holder held Shares equal in
number to the Shares in respect of which the Options or Performance
Rights are exercised.
Unless otherwise determined by the Board, a holder of Options or
Performance Rights does not have the right to participate in a pro rata
issue of Shares made by the Company or sell renounceable rights.
Rights attaching to
Shares
All Shares issued or transferred under the Plan or issued or transferred to
a Participant upon the valid exercise of an Option or a Performance
Right, will rank equally in all respects with the Shares of the same class for
the time being on issue except for any rights attaching to the Shares by
reference to a record date prior to the date of the allotment or transfer
of the Shares. A Participant will be entitled to any dividends declared
and distributed by the Company on the Shares issued upon exercise of
an Option or a Performance Right and may participate in any dividend
reinvestment plan operated by the Company in respect of Shares. A
Participant may exercise any voting rights attaching to Shares issued
under the Plan.
Disposal restrictions
on Shares
If the invitation provides that any Shares issued upon the valid exercise
of an Option or a Performance Right are subject to any restrictions as to
the disposal or other dealing by a Participant for a period, the Board may
implement any procedure it deems appropriate to ensure the
compliance by the Participant with this restriction.
For so long as a Share is subject to any disposal restrictions under the Plan,
the Participant will not:
(a)
transfer, encumber or otherwise dispose of, or have a security
interest granted over that Share; or
(b)
take any action or permit another person to take any action to
remove or circumvent the disposal restrictions without the
express written consent of the Company.

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1939-01/3785763_16

General Restrictions
on Transfer of Shares
If the Company is required but is unable to give ASX a notice that
complies with section 708A(5)(e) of the Corporations Act, Shares issued
on exercise of an Option or a Performance Rights may not be traded
until 12 months after their issue unless the Company, at its sole discretion,
elects to issue a prospectus pursuant to section 708A(11) of the Act.
Restrictions are imposed by applicable law on dealing in Shares by
persons who possess material information likely to affect the value of the
Shares and which is not generally available. These laws may restrict the
acquisition or disposal of Shares by you during the time the holder has
such information.
Any Shares issued to a holder upon exercise of an Option or a
Performance Right shall be subject to the terms of the Company’s
Securities Trading Policy.
Buy-Back Subject to applicable law, the Company may at any time buy-back
Options or Performance Rights and Shares issued upon exercise of
Options or Performance Rights in accordance with the terms of the Plan.
Employee Share Trust The Board may in its sole and absolute discretion use an employee share
trust or other mechanism for the purposes of holding securities for holders
under the Plan and delivering Shares on behalf of holders upon exercise
of Options or Performance Rights.
Maximum number of
securities
The Company will not make an invitation under the Plan which involves
monetary consideration if the number of Shares that may be issued, or
acquired upon exercise of Options or Performance Rights offered under
an invitation, when aggregated with the number of Shares issued or that
may be issued as a result of all invitations under the Plan during the 3 year
period ending on the day of the invitation, will exceed 5% of the total
number of issued Shares at the date of the invitation (unless the
Constitution specifies a different percentage and subject to any limits
approved by Shareholders under Listing Rule 7.2 Exception 13(b) – refer
to Resolution 4.
Amendment of Plan Subject to the following paragraph, the Board may at any time amend
any provisions of the Plan rules, including (without limitation) the terms
and conditions upon which any securities have been granted under the
Plan and determine that any amendments to the Plan rules be given
retrospective effect, immediate effect or future effect.
No amendment to any provision of the Plan rules may be made if the
amendment materially reduces the rights of any Participant as they
existed before the date of the amendment, other than an amendment
introduced primarily for the purpose of complying with legislation or to
correct manifest error or mistake, amongst other things, or is agreed to in
writing by all Participants.
Plan duration The Plan continues in operation until the Board decides to end it. The
Board may from time to time suspend the operation of the Plan for a
fixed period or indefinitely and may end any suspension. If the Plan is
terminated or suspended for any reason, that termination or suspension
must not prejudice the accrued rights of the Participants.
If a Participant and the Company (acting by the Board) agree in writing
that some or all of the securities granted to that Participant are to be
cancelled on a specified date or on the occurrence of a particular
event, then those securities may be cancelled in the manner agreed
between the Company and the Participant.
Income Tax
Assessment Act
The Plan is a plan to which Subdivision 83A-C of the_Income Tax_
Assessment Act 1997(Cth) applies (subject to the conditions in that Act)
except to the extent an invitation provides otherwise.

26

1939-01/3785763_16

S C H E DU L E 2 – TE R MS A N D C O N D IT I O N S O F T H E N E W O P TI O N S

(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 paragraph (e) 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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1939-01/3785763_16

(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.

28

1939-01/3785763_16

S C H E DU L E 3 – TE R MS A N D C O N D IT I O N S O F O P T I O N S T O D A VI D B R EEZ E

(a) Entitlement

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

(b) Exercise Price

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

(c) Expiry Date

Each Option will expire at 5:00 pm (WST) on 30 November 2026 ( 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) Quotation of Shares issued on exercise

Application will be made by the Company to ASX for quotation of the Shares issued upon exercise of the Options.

29

1939-01/3785763_16

(j) 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.

(k) Participation in new issues

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

(l) Change in exercise price

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

(m) Transferability

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

30

1939-01/3785763_16

S C H E DU L E 4 – V AL U A T I O N O F O P TI O N S T O D A V I D B R E EZ E

The Options to be issued pursuant to Resolution 6 have been valued by internal management .

Using the Black & Scholes option model and based on the assumptions set out below, the Options were ascribed the following value:

ASSUMPTIONS:
Valuation date 14 October 2025
Market price of Shares $0.008
Exercise price $0.03
Commencement of vesting period On date of issue
Vesting date On date of issue
Expiry date (length of time from issue) 12 months
Risk free interest rate 3.5%
Volatility (discount) 100%
Indicative value per Option $0.0007
Total Value of Options to David Breeze
(Resolution 6)
$3,271

Note:

The valuation noted above is not necessarily the market price that the Options could be traded at and is not automatically the market price for taxation purposes.

31

1939-01/3785763_16

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

==> picture [150 x 58] intentionally omitted <==

Your proxy voting instruction must be received by 3:30pm (AWST) on Wednesday, 26 November 2025 , 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://automicgroup.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:
[email protected]
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 Annual General Meeting of BPH Energy Ltd, to be held at 3:30pm (AWST) on Friday, 28 November 2025 at 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 Resolutions 1, 4 and 6 (except where I/we have indicated a different voting intention below) even though Resolutions 1, 4 and 6 are connected directly or indirectly with the remuneration of a member of the Key Management Personnel, which includes the Chair.

STEP 2 - Your voting direction
Resolutions For Against
Abstain
1 ADOPTION OF REMUNERATION REPORT
2 RE-ELECTION OF DIRECTOR – CHARLES MALING
3 APPROVAL OF 7.1A MANDATE
4 RE-ADOPTION OF INCENTIVE PERFORMANCE RIGHTS AND OPTIONS PLAN
5 PLACEMENT OF NEW OPTIONS
6 ISSUE OF OPTIONS TO DIRECTOR – DAVID BREEZE
7 RATIFICATION OF PRIOR ISSUE OF SHARES IN CONSIDERATION FOR ADVERTISING SERVICES
8 APPROVAL FOR DIRECTOR PARTICIPATION IN OPTION PLACEMENT– DAVID BREEZE
9 APPROVAL FOR DIRECTOR PARTICIPATION IN OPTION PLACEMENT – TONY HUSTON
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 STEP 3 STEP 3 – Signatures and contact details – Signatures and contact details – Signatures and contact details – Signatures and contact details – Signatures and contact details – Signatures and contact details – Signatures and contact details – Signatures and contact details – Signatures and contact details – Signatures and contact details – Signatures and contact details – Signatures and contact details – Signatures and contact details – Signatures and contact details – Signatures and contact details – Signatures and contact details – Signatures and contact details – Signatures and contact details – Signatures and contact details – Signatures and contact details – Signatures and contact details
Individual or Securityholder 1 Securityholder 2 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).