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BPH ENERGY LTD — Share Issue/Capital Change 2026
Mar 9, 2026
64555_rns_2026-03-09_3c98d892-bfd8-4e1f-994b-0c019e5df9cd.pdf
Share Issue/Capital Change
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BPH ENERGY LTD ACN 095 912 002 NOTICE OF GENERAL MEETING
Notice is given that the Meeting will be held at:
TIME : 1:00pm (WST) DATE : 9 April 2026 PLACE : 15 View Street NORTH PERTH WA 6006
The business of the Meeting affects your shareholding and your vote is important.
This Notice should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting.
The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered Shareholders at 5:00pm (WST) on 7 April 2026.
B U S I N E S S O F T H E M E E T I N G
AGENDA
1. RESOLUTION 1 – RATIFICATION OF PRIOR ISSUE OF SHARES ISSUED UNDER LISTING RULE 7.1
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :
“That, for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of up to 12,259,551 Shares on the terms and conditions set out in the Explanatory Statement.”
2. RESOLUTION 2 – RATIFICATION OF PRIOR ISSUE OF SHARES ISSUED UNDER LISTING RULE 7.1A
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :
“That, for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 121,962,671 Shares on the terms and conditions set out in the Explanatory Statement.”
3. RESOLUTION 3 – RATIFICATION OF NEW OPTIONS TO PLACEMENT PARTICIPANTS
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :
“That, for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 134,222,222 New Options on the terms and conditions set out in the Explanatory Statement.”
4. RESOLUTION 4 – RATIFICATION OF NEW OPTIONS TO OAKLEY CAPITAL
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :
“That, for the purposes of Listing Rule 7.4 and for all other purposes, for the issue of 30,500,000 New Options to Oakley Capital (or their nominee(s)) in consideration for lead manager services provided in connection with the Placement.”
5. RESOLUTION 5 – RATIFICATION OF NEW OPTIONS TO 62 CAPITAL
To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :
“That, for the purposes of Listing Rule 7.4 and for all other purposes, for the issue of 3,055,555 New Options to 62 Capital (or their nominee(s)) in consideration for lead manager services provided in connection with the Placement.”
Dated: 9 March 2026
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Voting Exclusion Statements
In accordance with Listing Rule 14.11, the Company will disregard any votes cast in favour of the Resolution set out below by or on behalf of the following persons:
| Resolution 1 - Ratification of Prior Issue of Shares Issued Under Listing Rule 7.1 |
The Placement Participants (or their nominee(s)) or any other person who participated in the issue or an associate of that person or those persons. |
|---|---|
| Resolution 2 - Ratification of Prior Issue of Shares Issued Under Listing Rule 7.1A |
The Placement Participants (or their nominee(s)) or any other person who participated in the issue or an associate of that person or those persons. |
| Resolution 3 - Ratification of New Options to Placement Participants |
The Placement Participants (or their nominee(s)) or any other person who participated in the issue or an associate of that person or those persons. |
| Resolutions 4 and 5 – Ratification of New Options to Oakley Capital and 62 Capital |
Oakley Capital and 62 Capital (or their nominee(s)) or any other person who participated in the issue or is a counterparty to the agreement being approved or an associate of thatperson or thosepersons. |
However, this does not apply to a vote cast in favour of the Resolution by:
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(a) a person as a proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with the directions given to the proxy or attorney to vote on the Resolution in that way; or
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(b) the Chair as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or
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(c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
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(i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and
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(ii) the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.
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Voting by proxy
To vote by proxy, please complete and sign the enclosed Proxy Form and return by the time and in accordance with the instructions set out on the Proxy Form.
In accordance with section 249L of the Corporations Act, Shareholders are advised that:
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each Shareholder has a right to appoint a proxy;
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the proxy need not be a Shareholder of the Company; and
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a Shareholder who is entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If the Shareholder appoints two proxies and the appointment does not specify the proportion or number of the member’s votes, then in accordance with section 249X(3) of the Corporations Act, each proxy may exercise one-half of the votes.
Shareholders and their proxies should be aware that:
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if proxy holders vote, they must cast all directed proxies as directed; and
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any directed proxies which are not voted will automatically default to the Chair, who must vote the proxies as directed.
Voting in person
To vote in person, attend the Meeting at the time, date and place set out above.
You may still attend the Meeting and vote in person even if you have appointed a proxy. If you have previously submitted a Proxy Form, your attendance will not revoke your proxy appointment unless you actually vote at the Meeting for which the proxy is proposed to be used, in which case, the proxy’s appointment is deemed to be revoked with respect to voting on that Resolution.
Please bring your personalised Proxy Form with you as it will help you to register your attendance at the Meeting. If you do not bring your Proxy Form with you, you can still attend the Meeting but representatives from Automic will need to verify your identity. You can register from 12.45pm on the day of the Meeting.
Should you wish to discuss the matters in this Notice please do not hesitate to contact the Company Secretary, Mr David Breeze, on +61 8 9328 8400.
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E X P L A N A T O R Y S T A T E M E N T
This Explanatory Statement has been prepared to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions.
1. BACKGROUND TO RESOLUTIONS 1 TO 5 – PLACEMENT
1.1 Placement
On 12 January 2026, the Company announced that it had received firm commitments to raise approximately $1.2 million (before costs) via the issue of 134,222,222 Shares at $0.009 per Share ( Placement ) to professional and sophisticated investors ( Placement Participants ).
The Shares were issued on 20 January 2026 on the following basis:
(a) 12,259,551 Shares were issued pursuant to the Company’s existing Listing Rule 7.1 placement capacity (for which ratification is sought pursuant to Resolution 1 ); and
- (b) 121,962,671 Shares were issued pursuant to the Company’s existing Listing Rule 7.1A placement capacity (for which ratification is sought pursuant to Resolution 2 ).
Placement Participants also received 1 New Option for every 1 Share subscribed for under the Placement, exercisable at $0.03 per New Option and each expiring on or before 10 February 2027 ( New Options ). The New Options were issued on 10 February 2026 pursuant to the Options Prospectus dated 2 December 2025, as supplemented by the Supplementary Prospectus dated 14 January 2026 ( Options Prospectus ).
1.2 Lead Manager
The Company appointed Oakley Capital Partners Pty Limited (ACN 663 165 839) ( Oakley Capital ) and 62 Capital Limited ( 62 Capital ) as the joint lead managers to the January Placement.
In consideration for their services, Oakley Capital and 62 Capital will receive the following:
- (a) a 6% cash fee on funds raised under the Placement; and
(b) an aggregate of 33,555,555 New Options (on the basis of 1 New Option for every 4 New Options issued under the Placement).
The New Options to be issued to Oakley Capital and 62 Capital were issued on 10 February 2026 under the Options Prospectus.
There are no other material terms of the appointment of Oakley Capital and 62 Capital as the joint lead managers.
1.3 Use of funds
The funds raised by the Placement will be applied towards funding for exploration and development of oil and gas investments, for working capital including costs of the Placement, and funding for the continued development of Cortical Dynamics.
2. RESOLUTIONS 1 AND 2 – RATIFICATION OF PRIOR ISSUE OF SHARES ISSUED UNDER LISTING RULES 7.1 AND 7.1A
2.1 General
These Resolutions seek Shareholder ratification for the purposes of Listing Rule 7.4 for the issue of 134,222,222 Shares at an issue price of $0.009 per Share to raise approximately $1.2 million (before costs).
On 20 January 2026, the Company issued 12,259,551 Shares pursuant to the Company’s capacity under Listing Rule 7.1 (being, the subject of Resolution 1) and 121,962,671 Shares pursuant to the Company’s placement capacity under Listing Rule 7.1A (being the subject of Resolution 2).
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2.2 Listing Rules 7.1 and 7.1A
Broadly speaking, and subject to a number of exceptions, Listing Rule 7.1 limits the amount of equity securities that a listed company can issue without the approval of its shareholders over any 12 month period to 15% of the fully paid ordinary securities it had on issue at the start of that 12 month period.
Under Listing Rule 7.1A however, an Eligible Entity can seek approval from its members, by way of a special resolution passed at its annual general meeting, to increase this 15% limit by an extra 10% to 25%. The Company obtained this approval at its annual general meeting held on 28 November 2025.
The issue does not fit within any of the exceptions set out in Listing Rule 7.2 and, as it has not yet been approved by Shareholders, it effectively uses up part of the 25% limit in Listing Rules 7.1 and 7.1A, reducing the Company’s capacity to issue further equity securities without Shareholder approval under Listing Rule 7.1 and 7.1A for the 12 month period following the date of the issue.
2.3
Listing Rule 7.4
Listing Rule 7.4 allows the shareholders of a listed company to approve an issue of equity securities after it has been made or agreed to be made. If they do, the issue is taken to have been approved under Listing Rule 7.1 and so does not reduce the company’s capacity to issue further equity securities without shareholder approval under that rule.
The Company wishes to retain as much flexibility as possible to issue additional equity securities in the future without having to obtain Shareholder approval for such issues under Listing Rule 7.1. Accordingly, the Company is seeking Shareholder ratification pursuant to Listing Rule 7.4 for the issue.
2.4 Technical information required by Listing Rule 14.1A
If these Resolutions are passed, the issue will be excluded in calculating the Company’s combined 25% limit in Listing Rules 7.1 and 7.1A, effectively increasing the number of equity securities the Company can issue without Shareholder approval over the 12 month period following the date of the issue.
If these Resolutions are not passed, the issue will be included in calculating the Company’s combined 25% limit in Listing Rules 7.1 and 7.1A, effectively decreasing the number of equity securities the Company can issue without Shareholder approval over the 12 month period following the date of the issue.
2.5 Technical information required by Listing Rules 7.4 and 7.5
| REQUIRED INFORMATION |
DETAILS |
|---|---|
| Names of persons to whom Securities were issued or the basis on which those persons were identified/selected |
The Placement Participants, comprising sophisticated and professional investors identified through a bookbuild process, which involved Oakley Capital and 62 Capital seeking expressions of interest to participate in the capital raising from non-related parties of the Company. The Company confirms that no Material Persons were issued more than 1% of the issued capital of the Company. |
| Number and class of Securities issued |
134,222,222 Shares were issued on the following basis: (a) 12,259,551 Shares were issued under Listing Rule 7.1 (ratification of which is sought under Resolution 1); and (b) 121,962,671 Shares were issued pursuant to Listing Rule 7.1A (ratification of which is sought under Resolution 2). |
| Terms of Securities | The Shares were fully paid ordinary shares in the capital of the Companyissued on the same terms and conditions as |
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| REQUIRED INFORMATION |
DETAILS |
|---|---|
| the Company’s existing Shares. | |
| Date(s) on or by which the Securities were issued |
20 January 2026. |
| Price or other consideration the Company received for the Securities |
$0.009 per Share for Shares issued pursuant to Listing Rule 7.1 and Listing Rule 7.1A. |
| Purpose of the issue, including the intended use of any funds raised by the issue |
The purpose of the issue was to raise capital, which the Company intends to apply in the manner set out in Section 1.3. |
| Summary of material terms of agreement to issue |
The Shares were not issued under an agreement. |
| Voting Exclusion Statement |
A voting exclusion statement applies to these Resolutions. |
| Compliance | The issue did not breach Listing Rule 7.1 or 7.1A. |
3. RESOLUTION 3 – RATIFICATION OF NEW OPTIONS TO PLACEMENT PARTICIPANTS
3.1 General
This Resolution seeks Shareholder ratification for the purposes of Listing Rule 7.4 for the issue of 134,222,222 New Options to the Placement Participants. The New Options were issued on 10 February 2026 under the Options Prospectus.
The New Options are exercisable at $0.03 and will expire on the date that is 12 months from the date of issue. The terms and conditions of the New Options are set out in Schedule 1.
3.2 Listing Rule 7.1
A summary of Listing Rule 7.1 is set out at Section 2.2.
The issue does not fit within any of the exceptions set out in Listing Rule 7.2 and, as it has not yet been approved by Shareholders, it effectively uses up part of the 15% limit in Listing Rule 7.1, reducing the Company’s capacity to issue further equity securities without Shareholder approval under Listing Rule 7.1 for the 12 month period following the date of the issue.
3.3 Listing Rule 7.4
A summary of Listing Rule 7.4 is set out in Section 2.3.
The Company wishes to retain as much flexibility as possible to issue additional equity securities in the future without having to obtain Shareholder approval for such issues under Listing Rule 7.1. Accordingly, the Company is seeking Shareholder ratification pursuant to Listing Rule 7.4 for the issue.
3.4 Technical information required by Listing Rule 14.1A
If this Resolution is passed, the issue will be excluded in calculating the Company’s 15% limit in Listing Rule 7.1, effectively increasing the number of equity securities the Company can issue without Shareholder approval over the 12 month period following the date of the issue.
If this Resolution is not passed, the issue will be included in calculating the Company’s 15% limit in Listing Rule 7.1, effectively decreasing the number of equity securities that the
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Company can issue without Shareholder approval over the 12 month period following the date of the issue.
3.5 Technical information required by Listing Rules 7.4 and 7.5
| REQUIRED INFORMATION |
DETAILS |
|---|---|
| Names of persons to whom Securities were issued or the basis on which those persons were identified/selected |
The Placement Participants, comprising sophisticated and professional investors identified through a bookbuild process, which involved Oakley Capital and 62 Capital seeking expressions of interest to participate in the capital raising from non-related parties of the Company. The Company confirms that no Material Persons were issued more than 1% of the issued capital of the Company. |
| Number and class of Securities issued |
134,222,222 New Options were issued. |
| Terms of Securities | The New Options were issued on the terms and conditions set out in Schedule 1. |
| Date(s) on or by which the Securities were issued. |
10 February 2026. |
| Price or other consideration the Company received for the Securities |
The New Options were issued at a nil issue price as they were issued free attaching to the Shares issued under the Placement on a 1:1 basis. The Company will not receive any consideration for the issue of the New Options. |
| Purpose of the issue, including the intended use of any funds raised by the issue |
The purpose of the issue was to raise capital under the Placement, which the Company intends to apply in the manner set out in Section 1.3. |
| Summary of material terms of agreement to issue |
The New Options were not issued under an agreement. |
| Voting Exclusion Statement |
A voting exclusion statement applies to this Resolution. |
| Compliance | The issue did not breach Listing Rule 7.1. |
4. RESOLUTION 4 AND RESOLUTION 5 – RATIFICATION OF NEW OPTIONS TO OAKLEY CAPITAL AND 62 CAPITAL
4.1 General
As set out in Section 1.2 above, the Company engaged Oakley Capital Partners Pty Ltd and 62 Capital Limited as the joint lead managers to the Placement.
These Resolutions seek Shareholder ratification for the purposes of Listing Rule 7.4 for the issue of an aggregate of 33,555,555 Options to Oakley Capital and 62 Capital (or their nominee(s)) as part consideration for lead manager services provided under the Placement.
4.2 Listing Rule 7.1
A summary of Listing Rule 7.1 is set out in Section 2.2 above.
The issue does not fit within any of the exceptions set out in Listing Rule 7.2 and, as it has not yet been approved by Shareholders, it effectively uses up part of the 15% limit in Listing Rule 7.1, reducing the Company’s capacity to issue further equity securities without Shareholder approval under Listing Rule 7.1 for the 12 month period following the date of the issue.
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4.3 Listing Rule 7.4
A summary of Listing Rule 7.4 is set out in Section 2.3 above.
The Company wishes to retain as much flexibility as possible to issue additional equity securities in the future without having to obtain Shareholder approval for such issues under Listing Rule 7.1. Accordingly, the Company is seeking Shareholder ratification pursuant to Listing Rule 7.4 for the issue.
4.4 Technical information required by Listing Rule 14.1A
If this Resolution is passed, the issue will be excluded in calculating the Company’s 15% limit in Listing Rule 7.1, effectively increasing the number of equity securities the Company can issue without Shareholder approval over the 12 month period following the date of the issue.
If this Resolution is not passed, the issue will be included in calculating the Company’s 15% limit in Listing Rule 7.1, effectively decreasing the number of equity securities that the Company can issue without Shareholder approval over the 12 month period following the date of the issue.
4.5 Technical information required by Listing Rules 7.4 and 7.5
| REQUIRED INFORMATION |
DETAILS |
|---|---|
| Names of persons to whom Securities were issued or the basis on which those persons were identified/selected |
Oakley Capital and 62 Capital (or their nominees). The Company confirms that no Material Persons were issued more than 1% of the issued capital of the Company. |
| Number and class of Securities issued |
A total of 33,555,555 New Options were issued on the following basis: (a) 30,500,000 New Options were issued to Oakley Capital (being the subject of Resolution 4); and (b) 3,055,555 New Options were issued to 62 Capital (being the subject of Resolution 5). |
| Terms of Securities | The New Options were issued on the terms and conditions set out in Schedule 1. |
| Date(s) on or by which the Securities were issued. |
10 February 2026. |
| Price or other consideration the Company received for the Securities |
The New Options were issued at a nil issue price, in consideration for the services provided by the Oakley Capital and 62 Capital pursuant to the lead manager agreements set out in Section 1.3 |
| Purpose of the issue, including the intended use of any funds raised by the issue |
The purpose of the issue is to satisfy Company obligations under the agreements with each of Oakley Capital and 62 Capital. |
| Summary of material terms of agreement to issue |
The Securities were issued under the agreements with each of Oakley and 62 Capital, a summary of the material terms of which is set out in Section 1.3. |
| Voting Exclusion Statement |
A voting exclusion statement applies to these Resolutions. |
| Compliance | The issue did not breach Listing Rule 7.1. |
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G L O S S A R Y
$ means Australian dollars.
ASIC means the Australian Securities & Investments Commission.
ASX means ASX Limited (ACN 008 624 691) or the financial market operated by ASX Limited, as the context requires.
Board means the current board of directors of the Company.
Business Day means Monday to Friday inclusive, except New Year’s Day, Good Friday, Easter Monday, Christmas Day, Boxing Day, and any other day that ASX declares is not a business day.
Chair means the chair of the Meeting.
Company means BPH Energy Ltd (ACN 095 912 002).
Constitution means the Company’s constitution.
Corporations Act means the Corporations Act 2001 (Cth).
Directors means the current directors of the Company.
Equity Securities includes a Share, a right to a Share or Option, an Option, a convertible security and any security that ASX decides to classify as an Equity Security.
Explanatory Statement means the explanatory statement accompanying the Notice.
Listing Rules means the Listing Rules of ASX.
Material Person means a related party of the Company, member of the Key Management Personnel, substantial holder of the Company, adviser of the Company or associate of any of these parties.
Meeting means the meeting convened by the Notice.
Notice means this notice of meeting including the Explanatory Statement and the Proxy Form.
Option means an option to acquire a Share.
Proxy Form means the proxy form accompanying the Notice.
Resolutions means the resolutions set out in the Notice, or any one of them, as the context requires.
Section means a section of the Explanatory Statement.
Security means a Share or Option.
Share means a fully paid ordinary share in the capital of the Company.
Shareholder means a registered holder of a Share.
WST means Western Standard Time as observed in Perth, Western Australia.
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S C H E D U L E 1 - T E R M S A N D C O N D I T I O N S O F N E W O P T I O N S
(a) Entitlement
Each New Option entitles the holder to subscribe for one Share upon exercise of the Option.
(b) Exercise Price
The amount payable upon exercise of each New Option will be $0.03 ( Exercise Price ).
(c) Expiry Date
Each New Option will expire at 5:00 pm (WST) on 10 February 2027 ( Expiry Date ). Any New Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.
(d) Exercise Period
The Options are exercisable at any time on or prior to the Expiry Date ( Exercise Period ).
(e) Notice of Exercise
The Options may be exercised during the Exercise Period by notice in writing to the Company in the manner specified on the Option certificate ( Notice of Exercise ) and payment of the Exercise Price for each Option being exercised in Australian currency by electronic funds transfer or other means of payment acceptable to the Company.
(f) Exercise Date A Notice of Exercise is only effective on and from the later of the date of receipt of the Notice of Exercise and the date of receipt of the payment of the Exercise Price for each Option being exercised in cleared funds ( Exercise Date ).
(g) Timing of issue of Shares on exercise
Within five Business Days after the Exercise Date, the Company will:
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(i) issue the number of Shares required under these terms and conditions in respect of the number of New Options specified in the Notice of Exercise and for which cleared funds have been received by the Company;
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(ii) if required, give ASX a notice that complies with section 708A(5)(e) of the Corporations Act, or, if the Company is unable to issue such a notice, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors; and
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(iii) if admitted to the official list of ASX at the time, apply for official quotation on ASX of Shares issued pursuant to the exercise of the Options.
If a notice delivered under Section (g)(iii) for any reason is not effective to ensure that an offer for sale of the Shares does not require disclosure to investors, the Company must, no later than 20 Business Days after becoming aware of such notice being ineffective, lodge with ASIC a prospectus prepared in accordance with the Corporations Act and do all such things necessary to satisfy section 708A(11) of the Corporations Act to ensure that an offer for sale of the Shares does not require disclosure to investors.
(h) Shares issued on exercise
Shares issued on exercise of the New Options rank equally with the then issued shares of the Company.
(i) Reconstruction of capital
If at any time the issued capital of the Company is reconstructed, all rights of an Optionholder are to be changed in a manner consistent with the Corporations Act and the ASX Listing Rules at the time of the reconstruction.
- (j) Participation in new issues
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There are no participation rights or entitlements inherent in the New Options and holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the New Options without exercising the Options.
(k) Change in exercise price
A New Option does not confer the right to a change in Exercise Price or a change in the number of underlying securities over which the New Option can be exercised.
(l) Transferability
The New Options are transferable subject to any restriction or escrow arrangements imposed by ASX or under applicable Australian securities laws.
(m) Voting Rights
The New Options do not confer any rights on the Optionholder to vote unless and until any New Option has been exercised and shares have been issued to the Optionholder.
(n) Entitlement to Dividends
The New Options do not confer any rights to dividends unless and until any New Option has been exercised and Shares have been issued to the Optionholder.
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Proxy Voting Form If you are attending the Meeting in person, please bring this with you for Securityholder registration.
BPH Energy Ltd | ABN 41 095 912 002
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Your proxy voting instruction must be received by 1:00pm (AWST) on Tuesday, 07 April 2026 , being not later than 48 hours before the commencement of the Meeting. Any Proxy Voting instructions received after that time will not be valid for the scheduled Meeting.
SUBMIT YOUR PROXY
| Complete the form overleaf in accordance with the instructions set out below. | Lodging your Proxy Voting Form: |
|---|---|
| YOUR NAME AND ADDRESS The name and address shown above is as it appears on the Company’s share register. If this information is incorrect, and you have an Issuer Sponsored holding, you can update your address through the investor portal:https://investor.automic.com.au/#/homeShareholders sponsored by a broker should advise their broker of any changes. |
Online Use your computer or smartphone to appoint a proxy at https://investor.automic.com.au/#/loginsahor scan the QR code below using your |
| STEP 1 - APPOINT A PROXY | smartphone |
| If you wish to appoint someone other than the Chair of the Meeting as your proxy, please write the name of | Login & Click on ‘Meetings’. Use the |
| that Individual or body corporate. A proxy need not be a Shareholder of the Company. Otherwise if you | Holder Number as shown at the top of |
| leave this box blank, the Chair of the Meeting will be appointed as your proxy by default. | this Proxy Voting Form. |
| DEFAULT TO THE CHAIR OF THE MEETING | |
| Any directed proxies that are not voted on a poll at the Meeting will default to the Chair of the Meeting, | |
| who is required to vote these proxies as directed. Any undirected proxies that default to the Chair of the | |
| Meeting will be voted according to the instructions set out in this Proxy Voting Form, including where the | |
| Resolutions are connected directly or indirectly with the remuneration of Key Management Personnel. |
STEP 2 - VOTES ON ITEMS OF BUSINESS
You may direct your proxy how to vote by marking one of the boxes opposite each item of business. All your shares will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on any item by inserting the percentage or number of shares you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on the items of business, your proxy may vote as he or she chooses. If you mark more than one box on an item your vote on that item will be invalid.
APPOINTMENT OF SECOND PROXY
You may appoint up to two proxies. If you appoint two proxies, you should complete two separate Proxy Voting Forms and specify the percentage or number each proxy may exercise. If you do not specify a percentage or number, each proxy may exercise half the votes. You must return both Proxy Voting Forms together. If you require an additional Proxy Voting Form, contact Automic Registry Services.
SIGNING INSTRUCTIONS
Individual: Where the holding is in one name, the Shareholder must sign. Joint holding: Where the holding is in more than one name, all Shareholders should sign. Power of attorney: If you have not already lodged the power of attorney with the registry, please attach a certified photocopy of the power of attorney to this Proxy Voting Form when you return it. Companies: To be signed in accordance with your Constitution. Please sign in the appropriate box which indicates the office held by you. Email Address: Please provide your email address in the space provided. By providing your email address, you elect to receive all communications despatched by the Company electronically (where legally permissible) such as a Notice of Meeting, Proxy Voting Form and Annual Report via email.
CORPORATE REPRESENTATIVES
If a representative of the corporation is to attend the Meeting the appropriate ‘Appointment of Corporate Representative’ should be produced prior to admission. A form may be obtained from the Company’s share registry online at https://automicgroup.com.au.
BY MAIL: Automic GPO Box 5193 Sydney NSW 2001
IN PERSON:
Automic Level 5, 126 Phillip Street Sydney NSW 2000
BY EMAIL:
BY FACSIMILE:
+61 2 8583 3040
All enquiries to Automic: WEBSITE: https://automicgroup.com.au
PHONE: 1300 288 664 (Within Australia) +61 2 9698 5414 (Overseas)
STEP 1 - How to vote
APPOINT A PROXY:
I/We being a Shareholder entitled to attend and vote at the General Meeting of BPH Energy Ltd, to be held at 1:00pm (AWST) on Thursday, 09 April 2026 at 15 View Street NORTH PERTH WA 6006[ hereby:
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Appoint the Chair of the Meeting (Chair) to vote in accordance with the following directions (or if no directions have been given, and subject to the relevant laws, as the Chair sees fit) at this meeting and at any adjournment thereof. Please note: If you are not appointing the Chair of the Meeting as your proxy, please write in the box provided below the name of the person or body corporate you are appointing as your proxy. If the person so named is absent from the meeting, or if no person is named, the Chair will act on your behalf. The Chair intends to vote undirected proxies in favour of all Resolutions in which the Chair is entitled to vote. Unless indicated otherwise by marking the “for”, “against” or “abstain” box you will be authorising the Chair to vote in accordance with the Chair’s voting intention.
STEP 2 - Your voting direction
| Resolutions | For | Against Abstain |
Against Abstain |
|---|---|---|---|
| 1 RATIFICATION OF PRIOR ISSUE OF SHARES ISSUED UNDER LISTING RULE 7.1 |
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| 2 RATIFICATION OF PRIOR ISSUE OF SHARES ISSUED UNDER LISTING RULE 7.1A |
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| 3 RATIFICATION OF NEW OPTIONS TO PLACEMENT PARTICIPANTS |
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| 4 RATIFICATION OF NEW OPTIONS TO OAKLEY CAPITAL |
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| 5 RATIFICATION OF NEW OPTIONS TO 62 CAPITAL |
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| Please note:If you mark the abstain box for a particular Resolution, you are directing your proxy not to vote on that Resolution and your votes will not | |||
| be counted in computing the required majority on a poll. |
STEP 3 – Signatures and contact details
| Individual or Securityholder 1 | Individual or Securityholder 1 | Individual or Securityholder 1 | Individual or Securityholder 1 | Individual or Securityholder 1 | Individual or Securityholder 1 | Securityholder 2 | Securityholder 2 | Securityholder 2 | Securityholder 2 | Securityholder 3 | Securityholder 3 | Securityholder 3 | Securityholder 3 | Securityholder 3 | Securityholder 3 | Securityholder 3 | Securityholder 3 | ||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Sole Director and Sole Company Secretary | Director | Director / Company Secretary | |||||||||||||||||||||||||||||||||||||||
| Contact Name: | |||||||||||||||||||||||||||||||||||||||||
| Email Address: | |||||||||||||||||||||||||||||||||||||||||
| Contact Daytime Telephone | Date (DD/MM/YY) | ||||||||||||||||||||||||||||||||||||||||
| / | / | ||||||||||||||||||||||||||||||||||||||||
| By providing your email address, you elect to | receive all | communications despatched by the Company electronically (where legally permissible). |