BPH ENERGY LTD — Capital/Financing Update 2023

Apr 20, 2023

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21 April 2023

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 Hydrogen 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 Hydrogen pursuant to which the Purchasers agreed to subscribe for fully paid shares in Clean Hydrogen ( Subscription Shares ), representing a total of 10% of the total issued share capital of Clean Hydrogen after the issue of the Subscription Shares ( Subscription Shares Tranche 1) , subsequent to which 8% of the Subscription Shares Tranche 1 were issued to BPH and the remaining 2% issued to Advent.

As advised to ASX on 21 December 2022, the Purchaser had a right of first refusal ( ROFR ) 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 ) where (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. As of today’s date Clean Hydrogen has not sought a Series A Investment in its equity securities comprising a minimum investment of US$3,000,000, and has made a request for additional funding from the Company.

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

The consideration payable under the ROFR is an aggregate of US$1,000,000, comprising of $US800,000 by BPH and US$200,000 by Advent ( Additional Cash Consideration ) subsequent to which BPH shall hold a total 16% interest in Clean Hydrogen and Advent shall hold a total 4% interest in Clean Hydrogen (based on the assumption that Clean Hydrogen has not issued any additional Clean Hydrogen Shares prior to the Right being exercised).

Authorised for release by

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David Breeze Executive Director