Clean Hydrogen Update
Perth, April 27, 2023 AEST (ABN Newswire) - 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 (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.
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 Purchaser 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 Purchaser's further 10% interest in Clean Hydrogen.
About BPH Energy Limited
BPH Energy Limited (ASX:BPH) is an Australian Securities Exchange listed company developing biomedical research and technologies within Australian Universities and Hospital Institutes.
The company provides early stage funding, project management and commercialisation strategies for a direct collaboration, a spin out company or to secure a license.
BPH provides funding for commercial strategies for proof of concept, research and product development, whilst the institutional partner provides infrastructure and the core scientific expertise.
BPH currently partners with several academic institutions including The Harry Perkins Institute for Medical Research and Swinburne University of Technology (SUT).
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