Clean Hydrogen Technologies Corporation Hydrogen Further 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 (Advent, and together with the Company the Purchaser) entered into a binding term sheet (Term Sheet) with Clean Hydrogen Technologies Corporation (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 April 2023, 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. On 16 April 2023 the Borrower delivered a written ROFR notice to the Purchasers granting them the right to acquire an additional 10%.

Clean Hydrogen has made requests for additional funding from the Purchasers. Advent lent Clean Carbon US$250,000 in March 2023 in accordance with an unsecured loan agreement and has now made a further US$250,000 unsecured loan to Clean Carbon in accordance with a second loan agreement, both loans being on normal commercial terms. The loans have been funded by monies loaned by the Company to Advent.

The loan agreements provide for a further unsecured loan of US$500,000 to be made to the Borrower, being (i) US$250,000 on the request of the Borrower (ii) US$250,000 upon request by the Borrower, but not before 1 July 2023, and subject always to the Lender’s absolute discretion.

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