BPH Energy Limited (BPH.AX) Clean Hydrogen Technologies Corporation Hydrogen Investment

As advised to ASX on 24 May 2022 BPH Energy Ltd (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 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).

David Breeze
admin@bphenergy.com.au
www.bphenergy.com.au
T: +61 8 9328 8366

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