BPH ENERGY LTD — Capital/Financing Update 2022

Aug 17, 2022

Proposed issue of securities

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Announcement Summary

Entity name

BPH ENERGY LTD

Announcement Type

New announcement

Date of this announcement

18/8/2022

The Proposed issue is:

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A standard pro rata issue (including non-renounceable or renounceable)

Total number of +securities proposed to be issued for a standard pro rata issue (including non-renounceable or renounceable)

		Maximum Number of
ASX +security code	+Security description	+securities to be issued
New class-code to be	Options exercisable at $0.03 each and an expiry date of 30	101,387,762
confirmed	September 2024

Ex date

29/9/2022

+Record date

30/9/2022

Offer closing date

12/10/2022

Issue date

19/10/2022

Refer to next page for full details of the announcement

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Part 1 - Entity and announcement details

1.1 Name of +Entity

BPH ENERGY LTD

We (the entity named above) give ASX the following information about a proposed issue of +securities and, if ASX agrees to +quote any of the +securities (including any rights) on a +deferred settlement basis, we agree to the matters set out in Appendix 3B of the ASX Listing Rules.

If the +securities are being offered under a +disclosure document or +PDS and are intended to be quoted on ASX, we also apply for quotation of all of the +securities that may be issued under the +disclosure document or +PDS on the terms set out in Appendix 2A of the ASX Listing Rules (on the understanding that once the final number of +securities issued under the +disclosure document or +PDS is known, in accordance with Listing Rule 3.10.3C, we will complete and lodge with ASX an Appendix 2A online form notifying ASX of their issue and applying for their quotation).

1.2 Registered Number Type

Registration Number

ABN 41095912002

1.3 ASX issuer code

BPH

1.4 The announcement is

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New announcement

1.5 Date of this announcement

18/8/2022

1.6 The Proposed issue is:

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A standard +pro rata issue (non-renounceable or renounceable)

1.6a The proposed standard +pro rata issue is:

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• Non-renounceable

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Part 3 - Details of proposed entitlement offer issue

Part 3A - Conditions

3A.1 Do any external approvals need to be obtained or other conditions satisfied before the entitlement offer can proceed on an unconditional basis? Yes

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3A.1a Conditions
Approval/Condition Date for determination Is the date estimated or ** Approval
actual? received/condition met?
Other (please specify in 26/8/2022
comment section) Estimated No
Comments
Lodgement of a Prospectus
Part 3B - Offer details
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Class or classes of +securities that will participate in the proposed issue and class or classes of +securities proposed to be issued

ASX +security code and description BPH : ORDINARY FULLY PAID Is the proposed security a 'New Will the proposed issue of this If the entity has quoted company class' (+securities in a class that is +security include an offer of options, do the terms entitle option not yet quoted or recorded by ASX) attaching +securities? holders to participate on exercise? or an 'Existing class' (additional No No securities in a class that is already quoted or recorded by ASX)? New class

Details of +securities proposed to be issued

ISIN Code (if Issuer is a foreign company and +securities are non CDIs)

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Proposed issue of securities

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ISIN Code for the entitlement or right to participate in a non-renounceable issue (if Issuer is foreign company and +securities are non CDIs)

Have you received confirmation from	Will the entity be seeking quotation
ASX that the terms of the proposed	of the 'new' class of +securities on
+securities are appropriate and	ASX?
equitable under listing rule 6.1?	Yes
No
ASX +security code	+Security description
New class-code to be confirmed	Options exercisable at $0.03 each and an expiry date of 30 September 2024
+Security type
Options

Offer ratio (ratio to existing holdings at which the proposed +securities will be issued)	Offer ratio (ratio to existing holdings at which the proposed +securities will be issued)
The quantity of additional +securities	For a given quantity of +securities
to be issued	held
1	8
What will be done with fractional	Maximum number of +securities
entitlements?	proposed to be issued (subject to
	rounding)
Fractions rounded up to the next	101,387,762
whole number
Offer price details for retail security holders
In what currency will the offer be	What is the offer price per +security
made?	for the retail offer?
AUD - Australian Dollar	AUD 0.00300

Oversubscription & Scale back details

Will individual +security holders be permitted to apply for more than their entitlement (i.e. to over-subscribe)? Yes

Describe the limits on over-subscription

Any Entitlement not taken up pursuant to the Offer will form the Shortfall Offer. Shareholders will be permitted to apply for shares in the Shortfall Offer.

Will a scale back be applied if the offer is over-subscribed? Yes

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Describe the scale back arrangements

To be set out in the Loyalty Options Prospectus

Will all the +securities issued in this class rank equally in all respects from their issue date? Yes

Options details
+Security currency	Exercise price	Expiry date
AUD - Australian Dollar	AUD 0.0300	30/9/2024
Details of the type of +security that will be issued if the option is exercised
BPH : ORDINARY FULLY PAID
Number of securities that will be	issued if the option is exercised
101387762

Please provide a URL link for a document lodged with ASX setting out the material terms of the +securities proposed to be issued or provide the information by separate announcement.

Part 3C - Timetable

3C.1 +Record date 30/9/2022 3C.2 Ex date 29/9/2022 3C.4 Record date 30/9/2022 3C.5 Date on which offer documents will be sent to +security holders entitled to participate in the +pro rata issue 3/10/2022 3C.6 Offer closing date 12/10/2022

3C.7 Last day to extend the offer closing date

7/10/2022

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3C.9 Trading in new +securities commences on a deferred settlement basis 13/10/2022 3C.11 +Issue date and last day for entity to announce results of +pro rata issue 19/10/2022 3C.12 Date trading starts on a normal T+2 basis 20/10/2022 3C.13 First settlement date of trades conducted on a +deferred settlement basis and on a normal T+2 basis 24/10/2022 Part 3E - Fees and expenses 3E.1 Will there be a lead manager or broker to the proposed offer? No 3E.2 Is the proposed offer to be underwritten? No 3E.3 Will brokers who lodge acceptances or renunciations on behalf of eligible +security holders be paid a handling fee or commission? No 3E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed offer Part 3F - Further Information 3F.1 The purpose(s) for which the entity intends to use the cash raised by the proposed issue Investment in Clean Hydrogen Technology, funding for exploration and development of oil and gas investments, working capital 3F.2 Will holdings on different registers or subregisters be aggregated for the purposes of determining entitlements to the issue? No 3F.3 Will the entity be changing its dividend/distribution policy if the proposed issue is successful? No

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3F.4 Countries in which the entity has +security holders who will not be eligible to participate in the proposed issue

BPH will work with the legal and advisory teams to ensure this Loyalty Option offer is available to as many shareholders as possible and practical based on jurisdictional requirements outside of Australia and New Zealand.

3F.5 Will the offer be made to eligible beneficiaries on whose behalf eligible nominees or custodians hold existing +securities No

3F.6 URL on the entity's website where investors can download information about the proposed issue

3F.7 Any other information the entity wishes to provide about the proposed issue

3F.8 Will the offer of rights under the rights issue be made under a disclosure document or product disclosure statement under Chapter 6D or Part 7.9 of the Corporations Act (as applicable)? Yes

3F.9 Any on-sale of the +securities proposed to be issued within 12 months of their date of issue will comply with the secondary sale provisions in sections 707(3) and 1012C(6) of the Corporations Act by virtue of: The publication of a +disclosure document or +PDS for the +securities proposed to be issued

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