BPH ENERGY LTD — Capital/Financing Update 2020

Sep 24, 2020

David Breeze Executive Chaiman 24 September 2020

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BPH ENERGY LIMITED ACN 095 912 002 SUPPLEMENTARY PROSPECTUS

IMPORTANT INFORMATION

This is a supplementary prospectus ( Supplementary Prospectus ) intended to be read with the prospectus dated 28 July 2020 ( Prospectus ) issued by BPH Energy Limited ACN 095 912 002 ( Company ).

This Supplementary Prospectus is dated 24 September 2020 and was lodged with the Australian Securities and Investments Commission ( ASIC ) on that date. The ASIC, the ASX and their respective officers take no responsibility for the contents of this Supplementary Prospectus.

This Supplementary Prospectus should be read together with the Prospectus. Other than as set out below, all details in relation to the Prospectus remain unchanged. Terms and abbreviations defined in the Prospectus have the same meaning in this Supplementary Prospectus. If there is a conflict between the Prospectus and this Supplementary Prospectus, this Supplementary Prospectus will prevail.

This Supplementary Prospectus will be issued with the Prospectus in hard copy or as an electronic copy and may be accessed on the Company’s website at www.bphenergy.com.au.

This is an important document and should be read in its entirety. If you do not understand it, you should consult your professional advisers without delay.

1. BACKGROUND

By this Supplementary Prospectus, the Company makes the amendments to the Prospectus as set out in Section 4 by making an additional offer under the Prospectus of 2,000,000 New Options ( Additional Offer ).

As announced on 23 July 2020, Sixty-Two Capital Pty Ltd acted as the lead manager to the Placement. In connection with this, the Additional Offer is being made for the issue of the New Options to Sixty-Two Capital Pty Ltd in consideration of these manager services.

The amendments to the Prospectus outlined in Section 4 below should be read in conjunction with the Prospectus.

2. AMENDMENTS TO THE PROSPECTUS

2.1 General

The Company has resolved to offer New Options (on the same terms and conditions) as those New Options offered under the Prospectus.

The Additional Offer is being made pursuant to this Supplementary Prospectus to remove any trading restrictions on the sale of the New Options to be issued under the Additional Offer.

2.2 The Additional Offer

Section 4.3 of the Prospectus is inserted to include the following:

The Additional Offer is being made for the issue of 2,000,000 New Options in consideration of lead manager services provided under the Placement.

This Supplementary Prospectus is intended to be read with the Prospectus dated 28 July 2020 issued by BPH Energy Limited (ACN 095 912 002).

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A maximum 2,000,000 New Options will be issued pursuant to the Additional Offer. No funds will be raised from the issue of the New Options as these are being issued in consideration of services provided.

The New Options offered pursuant to the Additional Offer are issued on the terms and conditions set out in Section 6.2 of the Prospectus. The Company will apply for quotation of the New Options offered under the Additional Offer.

The Additional Offer is subject to the receipt of Shareholder approval at the General Meeting of the Company to be convened as soon as possible. The Company will provide further updates in relation to the convening of the General Meeting.

2.3 Effect of the Offer and the Additional Offer

The principal effect of the Offer and Additional Offer following completion, as set out in Section 5.2 of the Prospectus, is to increase of the number of Options on issue from 22,593,750 to 105,238,614 Options.

2.4 Capital Structure

The capital structure of the Company as set out in Section 5.5 of the Prospectus is amended so that the total number of Options on issue be increased from 103,238,614 to 105,238,614.

3. EXPENSES OF THE OFFER AND THE ADDITIONAL OFFER

The total expenses of the Offers as set out within Section 8.6 of the Prospectus is amended so that the total expenses of the Offer (inclusive of the Additional Offer) are estimated to be $98,992.

4. DIRECTORS’ AUTHORISATION

This Supplementary Prospectus is issued by the Company and its issue has been authorised by a resolution of the Directors.

In accordance with Section 720 of the Corporations Act, each Director has consented to the lodgement of this Supplementary Prospectus with the ASIC.

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David Breeze Executive Chairman For and on behalf of BPH ENERGY LIMITED

This Supplementary Prospectus is intended to be read with the Prospectus dated 28 July 2020 issued by BPH Energy Limited (ACN 095 912 002).

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