BPH ENERGY LTD — Capital/Financing Update 2022

Dec 20, 2022

==> picture [271 x 99] intentionally omitted <==

21 December 2022

ASX Limited Level 10 20 Bridge Street Sydney, NSW 2000

Clean Hydrogen Technologies Corporation Hydrogen Investment

As advised to ASX on 24 May 2022 BPH Energy Ltd ( BPH or Company ) (ASX: BPH) advised that, subject to shareholder approval, it intended to pursue an investment in a hydrogen technology company, Clean Hydrogen Technologies Corporation ( Clean Carbon or Vendor ). Shareholder approval for this investment was obtained on 21 June 2022.

Term Sheet

The Company and its 36.1% (direct interest) investee company Advent Energy Limited (together, the Purchaser ) entered into a binding term sheet ( Term Sheet ) with Clean Carbon pursuant to which the Purchasers agreed to subscribe for fully paid shares in Clean Carbon ( Subscription Shares ), representing a total of 10% of the total issued share capital of clean Carbon after the issue of the Subscription Shares ( Subscription Shares Tranche 1) ( Proposed Transaction ), subsequent to which 8% of the Subscription Shares Tranche 1 were issued to BPH and the remaining 2% issued to Advent.

A s advised to ASX on 24 May 2022, the Purchaser had a right of first refusal ( ROFR ) where the Vendor (at its sole and absolute discretion) proposes to seek additional funding for the development and operations of the Technology on or before 31 December 2022 ( Additional Funding ) it must first offer the right to subscribe for additional Subscription Shares representing an additional 10% ( Subscription Shares Tranche 2 ) to the Purchaser and on the same terms and conditions as the Subscription Shares Tranche 1 ( Right ). In the event that the Vendor secured additional investments in excess of $US3,000,000 on or before 31 December 2022, the Right is relinquished.

The ROFR conditions have now been amended such that it exists when (i) the Vendor does not seek a Series A investment in its equity securities comprising a minimum investment of US$3,000,000 by 30 April 2023, where such investment values the Vendor in excess of US$20,000,000 (such investment, a “Qualified Financing”), and (ii) the Vendor determines, in its sole and absolute discretion, that it requires at least a further US$1,000,000 investment for continued development and operations.

Subject to the above, should the Purchaser exercise the ROFR, it must do so within 1 month of the Vendors request for the Additional Funding. The consideration payable is an aggregate of US$1,000,000, comprising of $US800,000 by BPH and US$200,000 by Advent

BPH Energy Limited ACN 95 912 002 PO Box 317, North Perth, Western Australia 6906 Unit 12, Level 1, 114 Cedric Street, STIRLING Western Australia 6021 admin@bphenergy.com.au www.bphenergy.com.au

T: +61 8 9328 8366 F: +61 8 9328 8733

( Additional Cash Consideration ) subsequent to which BPH shall hold a total 16% interest in Clean Carbon and Advent shall hold a total 4% interest in Clean Carbon (based on the assumption that Clean Carbon has not issued any additional Clean Carbon Shares prior to the Right being exercised).

Authorised for release by

==> picture [113 x 47] intentionally omitted <==

David Breeze Executive Director

BPH Energy Limited ACN 95 912 002 PO Box 317, North Perth, Western Australia 6906 14 View Street, North Perth, Western Australia 6006 admin@bphenergy.com.au www.bphenergy.com.au

T: +61 8 9328 8366 F: +61 8 9328 8733