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) A placement or other type of issue

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 with an expiry date of 30	30,769,230
confirmed	September 2024
BPH	ORDINARY FULLY PAID	30,769,230

Ex date

25/8/2022

+Record date

26/8/2022

Offer closing date

9/9/2022

Issue date

16/9/2022

Total number of +securities proposed to be issued for a placement or other type of issue

		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	115,384,615
confirmed	September 2024
BPH	ORDINARY FULLY PAID	115,384,615

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Proposed +issue date

22/8/2022

Refer to next page for full details of the announcement

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Proposed issue of securities

Part 1 - Entity and announcement details

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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) A placement or other type of issue

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

3A.1a Conditions

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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
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Part 3B - Offer details

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 Yes No securities in a class that is already quoted or recorded by ASX)? Existing class

Details of +securities proposed to be issued

ASX +security code and description

BPH : ORDINARY FULLY PAID

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

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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)

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	25
What will be done with fractional	Maximum number of +securities
entitlements?	proposed to be issued (subject to
	rounding)
Fractions rounded up to the next	30,769,230
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 0.01300
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
Describe the scale back arrangements To be set out in the Entitlements Issue Prospectus

Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class? Yes

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Attaching +Security

Is the proposed attaching security a 'New class' (+securities in a class that is not yet quoted or recorded by ASX) or an 'Existing class' (additional +securities in a class that is already quoted or recorded by ASX)? New class

Attaching +Security - New class (+securities in a class that is not yet quoted or recorded by ASX)

Details of attaching +securities proposed to be issued

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

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

+Security type Options

Offer ratio (ratio of attaching securities at which the new +securities will be issued)

The quantity of attaching +securities to be issued	For a given quantity of the new +securities issued
1	1
What will be done with fractional entitlements?	Maximum number of +securities proposed to be issued
Fractions rounded up to the next whole number	(subject to rounding)
	30,769,230
Offer price details for retail security holders
In what currency will the offer be made?	What is the offer price per +security for the retail offer?
	AUD 0.00000
AUD - Australian Dollar

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Oversubscription & Scale back details

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

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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?

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Yes

Describe the scale back arrangements

To be set out in the Entitlements Issue Prospectus

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

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Yes

Options details

+Security currency

AUD - Australian Dollar

Exercise price

Expiry date

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

30,769,230

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

26/8/2022

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3C.2 Ex date

25/8/2022

3C.4 Record date

26/8/2022

3C.5 Date on which offer documents will be sent to +security holders entitled to participate in the +pro rata issue

31/8/2022

3C.6 Offer closing date

9/9/2022

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

6/9/2022

3C.9 Trading in new +securities commences on a deferred settlement basis

12/9/2022

3C.11 +Issue date and last day for entity to announce results of +pro rata issue

16/9/2022

3C.12 Date trading starts on a normal T+2 basis

19/9/2022

3C.13 First settlement date of trades conducted on a +deferred settlement basis and on a normal T+2 basis

21/9/2022

Part 3E - Fees and expenses

3E.1 Will there be a lead manager or broker to the proposed offer? Yes

3E.1a Who is the lead manager/broker?

Everblu Capital Limited

3E.1b What fee, commission or other consideration is payable to them for acting as lead manager/broker?

Nil

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

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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 3F.4 Countries in which the entity has +security holders who will not be eligible to participate in the proposed issue Countries other than 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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Part 7 - Details of proposed placement or other issue

Part 7A - Conditions

7A.1 Do any external approvals need to be obtained or other conditions satisfied before the placement or other type of issue can proceed on an unconditional basis? Yes

7A.1a Conditions

Approval/Condition Date for determination Is the date estimated or ** Approval actual? received/condition met? +Security holder approval 26/8/2022 Estimated No

Comments

Lodgement of a Prospectus

Security holder approval for issue of attaching securities to the extent they exceed the company's capacity under Listing Rules 7.1 and 7.1A

Part 7B - Issue details

Is the proposed security a 'New class' (+securities in a class that is not yet quoted or recorded by ASX) or an 'Existing class' (additional securities in a class that is already quoted or recorded by ASX)? Existing class

Will the proposed issue of this +security include an offer of attaching +securities? Yes

Details of +securities proposed to be issued

ASX +security code and description

BPH : ORDINARY FULLY PAID

Number of +securities proposed to be issued

115,384,615

Offer price details

Are the +securities proposed to be issued being issued for a cash consideration? Yes

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In what currency is the cash What is the issue price per consideration being paid? +security? AUD - Australian Dollar AUD 0.01300

Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class? Yes

Attaching +Security

Is the proposed attaching security a 'New class' (+securities in a class that is not yet quoted or recorded by ASX) or an 'Existing class' (additional +securities in a class that is already quoted or recorded by ASX)? New class

Attaching +Security - New class (+securities in a class that is not yet quoted or recorded by ASX)

Details of attaching +securities proposed to be issued

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

Have you received confirmation from ASX that the terms Will the entity be seeking quotation of the 'new' class of of the proposed +securities are appropriate and +securities on 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

Number of +securities proposed to be issued

115,384,615

Offer price details

Are the +securities proposed to be issued being issued for a cash consideration? No

Please describe the consideration being provided for the +securities

Free attaching options

Please provide an estimate of the AUD equivalent of the consideration being provided for the +securities

380,769.000000

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

Options details

+Security currency AUD - Australian Dollar Exercise price Expiry date 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 115384615

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 7C - Timetable

7C.1 Proposed +issue date

22/8/2022

Part 7D - Listing Rule requirements

7D.1 Has the entity obtained, or is it obtaining, +security holder approval for the entire issue under listing rule 7.1? No

7D.1b Are any of the +securities proposed to be issued without +security holder approval using the entity's 15% placement capacity under listing rule 7.1? Yes

7D.1b ( i ) How many +securities are proposed to be issued without security holder approval using the entity's 15% placement capacity under listing rule 7.1?

99742238

7D.1c Are any of the +securities proposed to be issued without +security holder approval using the entity's

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additional 10% placement capacity under listing rule 7.1A (if applicable)? Yes

7D.1c ( i ) How many +securities are proposed to be issued without +security holder approval using the entity's additional 10% placement capacity under listing rule 7.1A?

15642377

7D.2 Is a party referred to in listing rule 10.11 participating in the proposed issue? No

7D.3 Will any of the +securities to be issued be +restricted securities for the purposes of the listing rules? No

7D.4 Will any of the +securities to be issued be subject to +voluntary escrow? No

Part 7E - Fees and expenses

7E.1 Will there be a lead manager or broker to the proposed issue? Yes

7E.1a Who is the lead manager/broker?

Everblu Capital Limited

7E.1b What fee, commission or other consideration is payable to them for acting as lead manager/broker?

6% on funds raised by EverBlu; 1 broker option per 3 placement shares issued (may be subject to shareholder approval; if approval not granted, then cash equivalent will be payable)

7E.2 Is the proposed issue to be underwritten? No

7E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed issue

Part 7F - Further Information

7F.01 The purpose(s) for which the entity is issuing the securities

Investment in Clean Hydrogen Technology, funding for exploration and development of oil and gas investments, working capital

7F.1 Will the entity be changing its dividend/distribution policy if the proposed issue proceeds? No

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7F.2 Any other information the entity wishes to provide about the proposed issue

7F.3 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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