Quarterly Activities/Appendix 4C Cash Flow Report

On 2 August 2022 BPH announced that, following its shareholders’ meeting on 21 June 2022 at which shareholders voted unanimously to approve an investment in hydrogen technology company Clean Hydrogen Technologies Corporation (“Clean Hydrogen” or “Vendor” or “Borrower”), BPH and its investee Advent Energy Ltd (“Advent” or “Lender”) settled for the acquisition of a 10% interest in Clean Hydrogen for US$1,000,000 (“Cash Consideration”) (8% BPH and 2 % Advent) under a Loan Conversion Agreement dated 25 July 2022 following the payment of US$535,996 by BPH and Advent (together the “Purchasers”), which was net of loans, accrued interest and deposits owed to the Purchasers by Clean Hydrogen.

The Purchasers had a further right of first refusal (“ROFR”) to invest in Clean Hydrogen to a maximum of a further US$1,000,000 for a further 10%, on or before 31 December 2022. The ROFR conditions were subsequently amended such that it exists when (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 BPH and Advent (the “Purchaser”) exercise the ROFR, it must do so within 1 month of the Vendors request for the additional funding. The consideration payable 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 ROFR being exercised).

Clean Hydrogen has not sought a Series A Investment in its equity securities comprising a minimum investment of US$3,000,000, and made a request for additional funding from BPH. Advent has lent Clean Hydrogen US$500,000 in accordance with unsecured loan agreements on normal commercial terms. The loans have been funded by monies loaned by BPH to Advent. The loan agreements provide for a further unsecured loan of US$500,000 to be made to the Borrower, of which US$250,000 is subject always to the Lender’s absolute discretion. Clean Hydrogen will allocate and issue up to 1,000 Options to Advent, with an exercise price of USD$3,000 each, and exercisable immediately, with the option for conversion into shares in Clean Hydrogen expiring ten years from the date of issue (Clean Hydrogen Options). An advance of every US$250,000 of the US$1,000,000 loan facility will equate to 250 Clean Hydrogen Options allocated to Advent or, from time to time, BPH. The Purchasers and Clean Hydrogen have agreed to enter into a separate loan conversion agreement which will enable the conversion of the loan amount into the Subscription Shares Tranche 2, representing the Purchasers further 10% interest in Clean Hydrogen.

The parties acknowledge and agree that the Cash Consideration and Additional Cash Consideration, shall be used by Clean Hydrogen to design, build, produce and test a reactor that can produce a minimum of 3.2kgs and as high as 15kgs of hydrogen per hour and to submit at least 2 new patents in an agreed geography, relevant to the production of hydrogen from proprietary technology.

Capital

The Company lodged a prospectus with ASX and ASIC on 24 March 2023 for the offer of Loyalty Options to give investors the same rights and entitlement to Loyalty Options as under a Loyalty Options Prospectus dated 25 November 2022 (“November Prospectus”), under which the Company could not meet the ASX quotation conditions and no Loyalty Options were issued. The offer was fully subscribed and raised $438,623 (including the set-off of $35,259 from amounts owed to directors and Grandbridge Limited) from the issue of 109,655,865 Loyalty Options with a subscription price of $0.04 and an exercise price of $0.03 per Loyalty Option, and an expiry date of 30 September 2024.

On 17 April 2023 the Company announced that it had received binding commitments to raise $1 million (before costs) (“Placement”) comprising the issue of 52,631,578 shares in the Company at an issue price of $0.019 per share. The Placement was undertaken pursuant to the Company’s existing placement capacity under ASX Listing Rule 7.1 and subsequent to the issue of a Prospectus in compliance with the Corporations Act. Placement participants received one (1) free listed option (“Placement Option”) for every two (2) shares subscribed for under the Placement, exercisable at

$0.03 each with an expiry date of 30 September 2024 (“Attaching Options”). Everblu Capital Corporate Pty Ltd (“Everblu”) acted as Lead Manager for the Placement, with 62 Capital Pty Ltd (“62 Capital”) acting as Co-Lead. Everblu and 62 Capital were paid a cash fee of 6% on funds raised under the Placement and 1 listed Broker Option per 2 Placement Options issued exercisable at $0.03 per share, expiring 30 September 2024.

The intended use of Placement funds is as follows:

• $0.2 million - Further Investment in Clean Hydrogen Technology
  
• $0.7million - Funding for exploration and development of oil and gas investments
• $0.1 million - For working capital including costs of the offer

5,000 Cleansing Shares and 5,000 Cleansing Options were also issued during the quarter. Significant activities by the Company’s investees’ during the June 2023 quarter were as follows:

Advent Energy Limited (“Advent”)

Clean Hydrogen (BPH has an 8% direct interest) and Onshore Energy Pty Ltd (“Onshore”) (a 100% owned subsidiary of Advent Energy Limited which BPH has a 35.8% direct interest) have entered into a hydrocarbon process agreement (“Agreement”). Onshore has rights to gas fields including the Weaber gas field at the Onshore Bonaparte Basin in the Northern Territory, Australia, Retention Lease RL1 (“Rights”).

Clean Hydrogen has capabilities at processing hydrocarbons from natural gas and producing two products, hydrogen (sometimes referred to as turquoise hydrogen) and carbon black and carbon nanotube products where such products are produced with no CO2 emissions in the core process. Carbon black is composed of fine particles of carbon produced by pyrolysis of natural gas at high temperatures which in pure form is a fine black powder. It is widely used in various applications for tyres, black colouring pigment of newspaper inks, resin colouring, paints, and toners, antistatic films, fibres, and floppy disks and as an electric conductive agent of high-technology materials.

By the Agreement, Onshore and Clean Hydrogen propose to develop plans whereby Clean Hydrogen processes the hydrocarbons from Onshore's Rights and produces hydrogen and carbon black products (“Clean Hydrogen Products”).

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