Clean Hydrogen Investment
Perth, Dec 21, 2022 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 Carbon 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 Carbon pursuant to which the Purchasers agreed to subscribe for fully paid shares in Clean Carbon (Subscription Shares), representing a total of 10% of the total issued share capital of clean Carbon after the issue of the Subscription Shares(Subscription Shares Tranche 1) (Proposed Transaction), 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 24 May 2022, the Purchaser had a right of first refusal (ROFR) where the Vendor (at its sole and absolute discretion) proposes to seek additional funding for the development and operations of the Technology on or before 31 December 2022 (Additional Funding) it must first offer the right 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). In the event that the Vendor secured additional investments in excess of $US3,000,000 on or before 31 December 2022, the Right is relinquished.
The ROFR conditions have now been 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 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 Carbon and Advent shall hold a total 4% interest in Clean Carbon (based on the assumption that Clean Carbon has not issued any additional Clean Carbon Shares prior to the Right being exercised).
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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