Quarterly Activities Report
Perth, Jan 31, 2023 AEST (ABN Newswire) - On 2 August BPH Energy Limited (
ASX:BPH) announced that, following its shareholders meeting on 21 June 2022 at which shareholders voted unanimously to approve to make an investment in hydrogen technology company Clean Hydrogen Technologies Corporation ("Clean Hydrogen Technologies" or "Vendor"), BPH and its investee Advent Energy Ltd ("Advent") have now settled for the acquisition of a 10% interest in Clean Hydrogen Technologies for $1,000,000 USD (8% BPH and 2 % Advent).
As announced previously BPH and Advent had a further first right of refusal ("ROFR") to invest in Clean Hydrogen Technologies to a maximum of a further US$1,000,000 for a further 10%, on or before 31 December 2022. 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).
Capital
On 11 October 2022 BPH announced that it had received binding commitments to raise approximately $1.196 million (before costs) ("Placement"). The Placement will comprise the issue of 66,494,825 new fully paid ordinary shares ("Placement Shares") in the Company at an issue price of $0.018 per share. Placement participants will receive one (1) free attaching option for every one (1) New Share subscribed for under the Placement, exercisable at $0.03 each with an expiry date of 30 September 2024 ("Attaching Options").
The intended use of funds is:
- $0.65 million - Further Investment in Clean Hydrogen Technology
- $0.35 million - Funding for exploration and development of oil and gas investments
- $0.10 million - For working capital including costs of the offer
Everblu Capital Limited (Everblu) acted as the Lead Manager for the Placement and were paid a cash fee of 6% on funds raised by Everblu under the Placement and 1 Broker Option per 3 Placement Shares issued exercisable at $0.03 per share, expiring 30 September 2024.
The Company also undertook a loyalty option issue of one (1) option for every eight (8) shares held to all shareholders registered on a record date of 2 December 2022 ("Loyalty Options") with an current offer closing date of 9 February 2023 and a subscription price of $0.004 per Loyalty Option. The Loyalty Options, which have the same exercise price and expiry date as the Attaching Options, will raise a maximum $431,532 from the issue of 107,883,088 Loyalty Options.
The intended use of funds is:
- $0.297 million - Funding for exploration and development of oil and gas investments
- $0.135 million - For working capital including costs of the offer
The Loyalty Options will provide the Company with a potential source of additional capital if the Loyalty Options are exercised in the future (being approximately $3,236,493 where all Loyalty Options entitlements are taken up).
400,000 unlisted share options with an exercise price of $0.20 per share expired on 30 November 2022.
Significant activities by the Company's investees' during the December 2022 quarter were as follows:
Advent Energy Pty Ltd ("Advent")
PEP 11 Permit
Advent Energy Limited's (BPH 36.1% direct interest) 100% subsidiary Asset Energy Pty Ltd has applied to the Federal Court pursuant to section 5 of the Administrative Decisions (Judicial Review) Act 1977 (Cth) and section 39B of the Judiciary Act 1903 (Cth) to review the decision of the Commonwealth-New South Wales Offshore Petroleum Joint Authority (Joint Authority), constituted under section 56 of the Offshore Petroleum and Greenhouse Gas Storage Act 2006 (Cth) (Act), to refuse to vary and suspend the conditions of Exploration Permit for Petroleum No.11 (PEP 11 Permit), pursuant to section 264(2) of the Act, and to refuse to extend the term of the PEP 11 Permit, pursuant to section 265 of the Act.
Asset Energy Pty Ltd is a 100 % owned subsidiary of Advent Energy Ltd and has lodged the appeal as Operator for and on behalf of the PEP11 Joint Venture Partners, Bounty Oil and Gas NL (ASX:BUY) and Asset Energy Pty Ltd.
PEP11 interests are: Advent Energy 85 %
Bounty Oil and Gas 15%
In light of media coverage regarding former Prime Minister Scott Morrison's use of ministerial powers to block the PEP-11 gas exploration licence, the Company previously announced it was undertaking a full review of its options, including potential for legal channels, as part of its strategy to protect shareholder value.
In June 2022, Asset Energy Pty Ltd (wholly-owned subsidiary of BPH's investee Advent Energy Ltd) commenced proceedings in the Federal Court of Australia alleging that the former Prime Minister Scott Morrison was biased and failed to afford procedural fairness in his decision not to grant an extension of term and a suspension and variation of the minimum work requirements under PEP11.
Asset Energy has now lodged an amended originating application for judicial review claiming in particular:
1. In making the Decision, the Former Prime Minister breached the requirements of procedural fairness in that he predetermined the Application and the purported decision was infected by actual bias.
2. Further or in the alternative, there was a reasonable apprehension of bias, in the form of predetermination, on the part of the Former Prime Minister, such that there was a denial of procedural fairness.
3. Further or in the alternative, in making the Decision, the applicant was denied procedural fairness because the Former Prime Minister, before determining the merits of the Application, failed to take into account the submissions made by the applicant dated 22 January 2022.
4. Further or in the alternative, in making the Decision, the applicant was denied procedural fairness because the applicant was not provided the opportunity to respond to issues raised by NOPTA in relation to the applicant's financial capacity.
5. Further or in the alternative, the Decision is void and of no effect because the Former Prime Minister was not validly appointed as the responsible Commonwealth Minister of the Joint Authority to administer the Department.
Following revelations that Scott Morrison took responsibility in a number of portfolios including Resources, Prime Minister Anthony Albanese sought advice as to whether Mr Morrison's appointments and decisions (which includes the PEP-11 decision) were beyond power.
Taranaki Basin
On 14 December 2022 BPH advised that, subsequent to its ASX announcement of 4 April 2022, its 36.1% associate Advent's 100% subsidiary Aotearoa Offshore Limited ("AOL" or "Farminee") has given notice to OMV New Zealand Limited ("OMV" or "Farminor"), under clause 4.3.6 of the Farm Out Agreement ("Agreement") executed on 24 December 2021, that it was terminating the Agreement.
Clause 4.3.6 of the Agreement states that if Condition Precedent 4 is not satisfied within 6 months (or such other date that the Farminor or Farminee may agree in writing) of submission of the application to the New Zealand Minister ("Minister") responsible for the administration of the Crown Minerals Act 1991 ("Act") for the Minister's approval ("Application"), either party may terminate the Agreement by notice to the other party.
The recently disclosed potential acquisition of the OMV oil and gas business by US financial investor Carlyle also introduced a material uncertainty into the planning process necessitating a review by Advent of the Agreement.
On 21 December 2022 the Company advised that OMV had returned US$1.621 million (approximately A$2,423,000) to AOL in accordance with the termination of the Agreement. The US$1.621 million represents the Earning Costs 1 ("Earning Costs") based on Agreement clause 5.1 paid by the Farminee to the Farminor in early 2022. As a consequence of the termination of the Agreement the Advent group repaid BPH before 31 December 2022:
- the A$2,257,345 loan from BPH to pay for the Earning Costs
- the A$800,000 BPH loaned the Advent group to fund Year 1 exploration costs
- accrued interest on these loans of A$146,152
Cortical Dynamics Limited ("Cortical")
Investee Cortical Dynamics Limited is an Australian based medical device neurotechnology company that is developing BARM(TM), an industry leading EEG (electrical activity) brain function monitor. BARM(TM) is being developed to better detect the effect of anaesthetic agents on brain activity under a general operation, aiding anaesthetists in keeping patients optimally anaesthetised. The Australian manufactured and designed, electroencephalographically based (EEG-based), BARM(TM) system is configured to efficiently image and display complex information related to the clinically relevant state of the brain. When commercialized the BARM(TM) system will be offered on a stand-alone basis or integrated into leading brand operating room monitors as "plug and play" option.
Cortical continues the FDA 510K filing process for BARM(TM) in the USA assisted by Washington based technical advisors MCRA. The Food and Drug Administration ("FDA") is the federal agency of the United States Department of Health and Human Services which regulates the sale of medical device products (including diagnostic tests) in the U.S. and monitors the safety of all regulated medical products. FDA approval is a necessary precursor for sales of BARM(TM) to commence in the USA.
*To view the full quarterly report, please visit:
https://abnnewswire.net/lnk/95DVE155
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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