2023
ANNUAL
REPORT
TABLE O F
CON TENTS
BPH ENERGY LIMITED
AND ITS CONTROLLED ENTITIES
Chairman's Letter
Review of Operations
Directors’ Report
Auditor’s Independence
Declaration
Corporate Governance
Statement
Consolidated Statement
of Profit or Loss and Other
Comprehensive Income
Consolidated Statement
of Financial Position
Consolidated Statement
of Changes in Equity
Consolidated Statement
of Cash Flows
Notes to the Consolidated
Financial Statements
Directors’ Declaration
1
3
10
23
24
25
26
27
28
29
58
Independent Auditor’s Report
59
Additional Securities
Exchange Information
63
COMPANY INFORMATION
Directors
David Breeze – Chairman/Managing Director
Charles Maling – Non Executive Director
Anthony Huston - Non Executive Director
Registered Office
Unit 12, Level 1, 114 Cedric Street, STIRLING WA 6021
Principal Business Address
Unit 12, Level 1, 114 Cedric Street, STIRLING WA 6021
Telephone: (08) 9328 8366
Facsimile: (08) 9328 8733
Website: www.bphenergy.com.au
E-mail: admin@bphenergy.com.au
Auditor
HLB Mann Judd (WA) Partnership
Level 4
130 Stirling Street
PERTH WA 6000
Share Registry
Advanced Share Registry Limited
110 Stirling Highway
NEDLANDS WA 6009
Telephone: (08) 9389 8033
Australian Securities Exchange Listing
ASX Limited
(Home Exchange: Perth, Western Australia)
ASX Codes: BPH, BPHOB
Australian Business Number
41 095 912 002
Photographis and images used throughout this report do not
depict assets of the company unless expressly indicated.
Chairman's Letter
Dear Shareholder
The importance of new gas supply sources for the Australian east coast has been highlighted by the
Government's release of its ‘Future Gas Strategy Consultation Paper‘1
In releasing the strategy paper the “ Resources Minister Madeleine King has warned that decreasing
gas supply faster than demand will lead to ‘shortages, supply disruptions and high prices’, while also
‘worsening poverty and inequality’, launching a strong economic defence for the fuel source’s role in
underpinning the nation’s clean energy transition.” 2
The Australian Energy Market Operator (AEMO) also recently released its 2023 Electricity Statement
of Opportunities (ESOO) report3, providing a 10-year reliability outlook that signals development
needs for each state in the National Electricity Market (NEM). It is further evidence that urgent and
ongoing investment is needed to maintain energy reliability, with AEMO warning of a “material risk” to
Australia’s power supplies because of future gas shortfalls and a lack of investment in gas generation.
It highlights “ongoing availability” of energy sources such as gas “will be critical to the reliability” of the
NEM, along with over 1.5GW of new gas power generation capacity needed in New South Wales and
Victoria by 2026/27 to meet current reliability standards3.
In the Government’s Future Gas
Strategy Consultation Paper1, a
gas supply and demand graph is
published combining the analysis of
AEMO and the Australian Competition
and Consumer Commission (ACCC)
which shows a shortfall of supply
to demand beginning in 2027 and
widening significantly after that.
The chart is reproduced below and
shows a forecast supply shortfall of
approximately 800 PJ/Annum by 2034.
This forecast shortfall is greater than
the entire combined annual domestic
gas use of Queensland, Victoria, New
South Wales, South Australia and
Tasmania (See Fig 2 Domestic gas use
by jurisdiction1).
Source: Department of Industry Science and
Resources Future Gas Strategy Consultation
Paper1, page 6,35, AEMO, ACCC.
Gas supply is forecast to decline on the
Chapter 1: Demand
east coast of Australia
Figure 15: Gas supply is forecast to decline on the east coast of Australia62
Australian gas is used in Australia and by our trade partners:
to generate electricity
as a heat source for the residential and commercial sectors (homes and small businesses like
restaurants)
as a heat source for large scale industrial users (factories and smelters)
as a feedstock in manufacturing (for example, to produce fertiliser, plastics, clothing,
insulators and detergents)
as a transport fuel.
Gas use in Australia
Gas used in Australia is known as ‘domestic gas’ and is used in many different ways across Australia
(see Figure 2, below, and Chapter 2). In Victoria and New South Wales, households and
manufacturers consume the most gas, whereas in Western Australia and Queensland, electricity
generators, manufacturers and mining consume the most gas.
Figure 2: Domestic gas use by jurisdiction 2020-20214
WA
Figure 16: Gas supply is also forecast to decline on the west coast of Australia63
QLD
VIC
NSW
NT
SA
TAS
0
100
200
300
400
500
600
700
PJ
Electricity generation
Manufacturing
Mining
Residential
Gas supply
Commercial and services Transport
Other
Gas in electricity generation
Gas is an important fuel to generate electricity in Australia.
1
Australia’s gas-fired generators consumed around 380 petajoules (PJ) in 2020-21, which produced
around 5.7% of Australia’s greenhouse gas emissions.5 The extent to which gas-fired generators are
62 This figure was developed by combining supply data from Chart 5.2 from the Australian Competition and
Consumer Commission (ACCC), Gas inquiry January 2023 interim report, Commonwealth of Australia, 2023,
and demand forecast data from Figure 7 in AEMO’s 2023 Gas Statement of Opportunities. Demand and supply
4 DCCEEW Australian Energy Statistics 2022 Energy Update Report, Commonwealth of Australia, 2022,
forecasts can be influenced by various factors, including the influence of measures like the Heads of
accessed 14 July 2023. This is the most recent publication of nationally consistent energy statistics at the time
Agreement, in which LNG exporters on the east coast of Australia agreed that uncontracted gas be first offered
of writing. *Excludes LNG. Other includes Agriculture, Construction, Water and Waste.
with reasonable notice on competitive market terms to the Australian domestic market before being offered
5 Gas consumption figure is from DCCEEW, Australian Energy Update 2022, accessed 20 July 2023. Australia’s
to the international market as LNG spot cargoes. The supply data does not account for continued investment
net emissions in 2020-21, as reported in the National Inventory Report, expresses this as a percentage of
in developing supply and contingent (2C) resources.
63 This is drawn from Figure 1 in AEMO’s 2022 Western Australia Gas Statement of Opportunities, accessed 19
July 2023. The forecasts in this figure, as above, do not account for the development of contingent resources.
Future Gas Strategy consultation paper
industry.gov.au
Future Gas Strategy consultation paper
industry.gov.au
6
35
BPH Energy I Annual Report 2023
Without the development of new gas resources eastern Australia, and particularly NSW, faces the very real
prospect of supply shortfalls with consequent losses of jobs in gas-dependent industries, higher energy costs and
disruptions to supply.
‘Most of Australia’s gas production is located far from where most Australians live. This limits the ability to move gas
from where it is produced to where it is consumed. New South Wales, the Australian Capital Territory, Tasmania, South
Australia and Victoria are reliant on transport of gas to their markets. Their vulnerability arises from high demand, the
forecast rapid decline of traditional supply from the Bass Strait and policies that discourage new local supply.1
‘On the east coast, the gas transmission system was developed to transport gas from south to north. This is
because a large proportion of the gas that Australians have used over the past fifty years was sourced from
offshore gas fields in Victoria.’
Advent Energy Limited (in which BPH is a 35.8% shareholder) can potentially play a significant and direct role in
NSW’s energy transition and help to reduce energy costs. Prospective gas resources have been identified in PEP-
11 of 5.7 TCF4 across multiple structures along the continental shelf. The prospective resource, if proven, has the
possibility of supplying NSW with the bulk of its gas needs for 20 years.
As the Australian Energy Producers has highlighted: Gas meets almost 30 per cent of Australia’s energy needs-
More than 5 million Australian households use gas directly for heating and cooking.-Gas is a critical component of
products we rely on every day, including ammonia (for fertilisers) and the manufacture of bricks, glass, plastics and
medical products.5
Potential gas production offshore from Newcastle, from the PepII Permit and the potential to use that same
area to permanently store captured carbon emissions, can both contribute to meeting the challenges of climate
change and sustaining secure employment in the region
Over the past year significant developments have also occurred in BPH investee companies Cortical Dynamics and
Clean Hydrogen Technologies.
Clean Hydrogen is developing its “Commercial System” where it will satisfy scale and commercial objectives
resulting in the development of income from sale of Clean Hydrogen Products. Clean Hydrogen’s Commercial
System means an end-to-end system which consumes and processes hydrocarbons, using Clean Hydrogen's
own thermocatalytic reactor process and Clean Hydrogen's catalysts to produce hydrogen at commercial scale,
enabling the sale of the Clean Hydrogen Products (being hydrogen and carbon black).
In addition, investee company Cortical Dynamics Limited has secured FDA 510(k) clearance in the USA for its
flagship technology, the Brain Anaesthesia Response Monitor or BARM™ system version. FDA clearance is a major
milestone in Cortical’s development and lays the foundation for the commercialisation of the BARM™ system in
the USA. The BARM™ “plug and play “version 1 was approved compatible by Philips with its IntelliView operating
room monitors earlier this year.
These factors provide support for a positive 2024.
Yours sincerely
1 Future gas Strategy Consultation Paper, Department of Industry Science and Resources 03 10 2023
2 “Cut gas supply and fuel poverty, says Resources Minister Madeleine King” The Australian 03 10 2023
3 2023 Electricity Statement of Opportunities (ESOO) report Australian Energy Market Operator (AEMO)
4 Berge 2010, Independent Expert Report - Permo Triassic, as released by MEC Resources to the ASX 22nd December 2010
5 A.E.P. (Australian Energy Producers) Factsheets 7 June 2023
2
HEALTH | TECHNOLOGY | RESOURCES REVIEW OF OPERATION S
INVESTMENTS
Advent Energy Ltd (“Advent”), BPH 35.8%
Advent is an unlisted oil and gas exploration and
development company with onshore and offshore
exploration and near-term development assets
around Australia and overseas.
PEP 11 Oil and Gas Permit Offshore
Sydney Basin (85%)
Advent, through wholly owned subsidiary Asset
Energy Pty Ltd (“Asset”), holds 85% of Petroleum
Exploration Permit PEP 11, an exploration permit
prospective for natural gas located in the Offshore
Sydney Basin, the other 15% being held by Bounty
Oil and Gas (ASX:BUY).
PEP 11 is a significant offshore exploration area with
large scale structuring and potentially multi-trillion
cubic feet (Tcf) gas charged Permo-Triassic reservoirs.
Mapped prospects and leads within the Offshore
Sydney Basin are generally located less than 50km
from the Sydney-Wollongong-Newcastle greater
metropolitan area and gas pipeline network.
The offshore Sydney Basin has been lightly explored
to date, including a multi-vintage 2D seismic data
coverage and a single exploration well, New Seaclem-1
(2010). Its position as the only petroleum title offshore
New South Wales provides a significant opportunity
should natural gas be discovered in commercial
quantities in this petroleum title. It lies adjacent to the
Sydney-Newcastle region and the existing natural gas
network servicing the east coast gas market.
The total P50 Prospective Resource calculated for
the PEP11 prospect inventory is 5.7 Tcf with a net 4.9
Tcf to Advent (85%WI, refer the Company’s ASX release
of 21 March 2023). The two largest prospects in the
inventory are Fish and Baleen.
Advent has previously interpreted significant
seismically indicated gas features in PEP11.
Key indicators of hydrocarbon accumulation features
have been interpreted following review of the 2004
seismic data (reprocessed in 2010). The seismic
features include apparent Hydrocarbon Related
Diagenetic Zones (“HRDZ”), Amplitude Versus
Offset (“AVO”) anomalies and potential flat spots.
In addition, a geochemical report has provided
support for a potential exploration well in PEP11.
The report reviewed the hydrocarbon analysis
performed on sediment samples obtained in PEP11
during 2010. The 2010 geochemical investigation
utilised a proprietary commercial hydrocarbon
adsorption and laboratory analysis technique to
assess the levels of naturally occurring hydrocarbons
in the seabed sediment samples. The report
supports that the Baleen prospect appears best
for hydrocarbon influence relative to background
samples. In addition, the report found that the Baleen
prospect appears to hold a higher probability
of success than other prospects.
Advent has demonstrated considerable gas
generation and migration within PEP11, with the
mapped prospects and leads highly prospective
for the discovery of gas.
Advent is a strong supporter of plans for Net Zero
by 2050 and sees the company playing a direct role
in achieving that target, especially in New South
Wales. It aims to do this in two ways. First, by finding
gas closest to Australia’s biggest domestic energy
market, gas which can be used to provide reliable
back-up for increased uptake of renewable energy
in NSW. Second, through its plans to explore for
opportunities in offshore NSW for CCS, Carbon
Capture and Storage (geo-sequestration of CO2
emissions), a key clean energy technology.
In February 2023 the resolution of the Federal Court
Proceedings (WAD106/2022) between Asset and the
Respondents (being the Commonwealth Minister
for Resources et al) was announced. The proceedings
involved the decision made on 26 March 2022 by
the Commonwealth - New South Wales Offshore
Petroleum Joint Authority (“Joint Authority”) to refuse
Asset Energy’s Application (as PEP 11 Joint Venture
operator) for a variation and suspension of the
conditions to which PEP 11 is subject and a related
refusal to grant an extension of term. The presiding
Judge Justice Jackson agreed with the consent
position reached by the parties, quashed the decision
and concluded that the decision of the Joint Authority
was affected by apprehended bias. This was because
a fair-minded observer would have reasonably
apprehended that the former Prime Minister
of Australia, the Hon Scott Morrison MP, as a member
of the Joint Authority, did not bring a fair mind to
determine Asset Energy’s application. Advent has
provided further information in April and June 2023
to the National Offshore Petroleum Titles
Administrator (NOPTA) in response to requests
for updated information subsequent to the decision
in the Federal Court proceedings detailed above.
3
BPH Energy I Annual Report 2023 REVIEW OF OPERATION S
Advent now has two continuing applications with
NOPTA for suspension and extension of the PEP11
permit, the first lodged in December 2019 and the
second in January 2021. The first application was on
the basis of Force Majeure and is the only application
which is the subject of the NOPTA notice. The second
was under COVID and was accepted but not dealt
with pending an outcome on the first application
made in December 2019.
Asset Energy continues to progress the joint
venture’s applications for the variation and
suspension of work program conditions and related
extension of PEP-11. While the applications for the
variation and suspension of work program conditions
and related extension of PEP-11 are being considered,
Asset is investigating the availability of a mobile
offshore drilling unit to drill the proposed Seablue-1
well on the Baleen prospect which would take
approximately thirty-five days to complete. Asset is
in communication with drilling contractors and other
operators who have recently contracted rigs for work
in the Australian offshore beginning in the first half
of 2024. Work continues progressing the permit
commitment including well planning. A draft
of the environmental plan has been received
and is being reviewed.
The directors have confidence that a suitable
outcome will be achieved however there is no
certainty at this stage that the application will be
successful and / or of further funding being made
available. If Asset Energy loses its right of tenure
in respect of PEP 11 then book value of capitalised
exploration and evaluation expenditure of $14.49
million will need to be written off to the Statement
of Profit or Loss and Other Comprehensive Income.
In the meantime, PEP 11 continues in force
and the PEP 11 Joint Venture is in compliance with
the contractual terms of PEP 11 with respect to such
matters as reporting, payment of rents and the
various provisions of the Offshore Petroleum and
Greenhouse Gas Storage Act 2006.
Clean Hydrogen Technology Corporation
The Company and its 35.8% investee Advent
(together, the “Purchasers”) had been assessing
new investment opportunities, where there are ever
increasing obligations to provide energyw solutions
with a responsible management and protection
against carbon emissions. The transitioning from
hydrocarbons such as coal and oil to hydrogen,
produced with no emissions, is now presenting real
economies and growth globally. Although natural
4
gas also presents continued growth and will play
a role for many years to come, it too will need to
become a source of energy with no CO2 emissions.
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 $1,000,000 USD (“Cash Consideration”)
(8% BPH and 2 % Advent) under a Loan Conversion
Agreement dated 25 July 2022 following the payment
of US$535,996 by the Purchasers, which was net
of loans, accrued interest and deposits owed to the
Purchasers by Clean Hydrogen.
At a proof-of-concept scale, Clean Hydrogen has
developed and tested its processing capabilities
which have successfully produced hydrogen,
with no C02 emissions achieving on average a 92%
cracking efficiency. Clean Hydrogen’s development
activities have shown that, by processing (not
burning) methane using their patented catalyst and
a modified fluidised bed reactor, producing hydrogen
with no CO2 emissions. This is referred to as turquoise
hydrogen. In addition, Clean Hydrogen also produces
a second product, used for battery manufacturing,
called conductive carbon.
Clean Hydrogen uses methane as its current
feedstock and in the future plans to consume natural
gas. It does not burn the methane, it processes
it, using its own patented catalyst and a bespoke
designed fluidised bed reactor. The process it uses
is called pyrolysis which is not new and has been
used by the oil industry for many years. What is new
is Clean Hydrogen’s success in the efficiency of its
cracking the methane into turquoise hydrogen with
non-CO2 emissions and the quality of the carbon
black produced being majority conductive carbon
with some carbon nano tubes. This process requires
similar energy needs as Steam Methane Reforming
(“SMR”) and in Clean Hydrogen’s view can be
produced at a similar price at scale. Also, it requires
no water as part of its process to produce hydrogen.
Importantly, the Clean Hydrogen’s solution is being
built with flexibility to work downstream at heavy
transport fuelling hubs currently in use in the USA,
mid-stream at steel plants replacing coking coal
and upstream where the natural gas is processed
into hydrogen, a much higher energy source which
HEALTH | TECHNOLOGY | RESOURCES can be piped for all uses including the production
of electricity. As such the technology being developed
by Clean Hydrogen’s solution requires very little
change and impact to existing infrastructures
and supply chains, unlike other solutions. Although
Clean Hydrogen consider that electrolysis and other
solutions will have their role in the future of hydrogen,
they believe the majority of hydrogen will require the
advancement of other technologies that can be more
ubiquitous, cheaper to produce, use less electricity
and operate within existing supply chains.
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 the Purchasers 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.
BPH director Anthony Huston has been appointed
as a director to the Board of Clean Hydrogen.
Taranaki Basin
Advent’s 100% subsidiary, Aotearoa Offshore Ltd NZ
(“AOL” or “Farminee”), had the right to acquire
a 30% participating interest in Petroleum Exploration
Permits (PEP) 57075, 60092 and 60093 covering
an area of 5,180 km2 in the Taranaki Basin from
OMV New Zealand Limited (“OMV” or “Farminor”).
Advent, together with AOL, signed a Farm Out
Agreement (“Agreement”) with OMV on 24 December
2021. In December 2022 AOL gave notice to OMV
under clause 4.3.6 of the Agreement that it was
terminating the Agreement.
Clause 4.3.6 of the Agreement stated that if Condition
Precedent 4 was 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 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 BPH 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
5
BPH Energy I Annual Report 2023
REVIEW OF OPERATION S
in early 2022. As a consequence of the termination
of the Agreement the Advent group repaid BPH
in 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
Onshore Bonaparte Basin (100%)
Advent, through wholly owned subsidiary Onshore
Energy Pty Ltd (“Onshore”), holds 100% of RL1
in the onshore Bonaparte Basin in northern
Australia. The Bonaparte Basin is a highly prospective
petroliferous basin, with significant reserves
of oil and gas. Most of the basin is located offshore,
covering 250,000 square kilometres, compared
to just over 20,000 square kilometres onshore.
RL1 (166 square kilometres in area), which covers
the Weaber Gas Field, originally discovered in 1985.
Advent has previously advised that the 2C Contingent
Resources for the Weaber Gas Field in RL1 are 11.5
billion cubic feet (Bcf) of natural gas following
an independent audit by RISC. Significant upside
3C Contingent Resources of 45.8 Bcf have also been
assessed by RISC.
The current rapid development of the Kununurra
region in northern Western Australia, including
the Ord River Irrigation Area phase 2, the township
of Kununurra, and numerous regional resource
projects provides an exceptional opportunity
for Advent to potentially develop its nearby gas
resources. Market studies have identified a current
market demand of up to 30.8 TJ per day of power
generation capacity across the Kimberley region that
could potentially be supplied by Advent Energy’s
conventional gas project RL1. The prospectivity of the
Bonaparte Basin is evident from the known oil and
gas fields in both the offshore and onshore portions
of the basin. Advent has identified significant shale
areas in RL1.
Advent has been evaluating the commercialization
of RL1 and intends to convert the Retention Licence
into a Production Licence. Onshore has commenced
the regulatory processes to enable a re-entry to the
Weaber-4 well and has prepared and submitted
a Well Operations Management Plan (WOMP) and
an Environmental Management Plan for the re-entry
to Weaber-4.
6
Clean Hydrogen and Onshore have entered
into a hydrocarbon process agreement (“Process
Agreement”). 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 Process 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”).
Clean Hydrogen is developing its “Commercial
System” where it will satisfy scale and commercial
objectives resulting in the development of
income from sale of Clean Hydrogen Products.
Clean Hydrogen’s Commercial System means an
end-to-end system which consumes and processes
hydrocarbons, using Clean Hydrogen's own
thermocatalytic reactor process and Clean Hydrogen's
catalysts to produce hydrogen at commercial scale,
enabling the sale of the Clean Hydrogen Products.
Under the material terms of the Process Agreement,
Onshore will review the Commercial System once
ready, conditional on the following:
i. Clean Hydrogen will keep Onshore
informed of progress and timing for completion
of the Commercial System which is planned
to be completed in 2023 in India.
ii. Clean Hydrogen will share details on design
and capabilities to assist Onshore in understanding
how its systems will integrate with Onshore’s
supply of hydrocarbons.
iii. The parties will work together to develop
a plan to include timelines and needs for
production of Clean Hydrogen Products
from Onshore's hydrocarbons.
HEALTH | TECHNOLOGY | RESOURCES
iv. Once Onshore has a clear date for hydrocarbon
production, both parties will endeavour to finalise
the planning to produce Clean Hydrogen Products.
v. When Clean Hydrogen and Onshore have agreed
to a time for the production of Clean Hydrogen
Products, Clean Hydrogen will be responsible
for due diligence relating to the compliance
with the local regulatory requirements for the
operation of the systems to produce the Clean
Hydrogen Products.
The Process Agreement is non-binding and binding
material contractual terms have yet to be agreed.
Clean Hydrogen will make itself available to answer
all technical and business model queries as required
and provide a dedicated point of contact to
manage all Onshore’s queries. Onshore will use best
endeavours to develop the plan with Clean Hydrogen.
Onshore will provide Clean Hydrogen with detail on
its Rights and the timing to assist with planning.
As part of the plan Onshore and Clean Hydrogen
shall define and agree on the markets for the sale
of the Clean Hydrogen Products.
Onshore accepts no liability for the design and
operation of the systems to produce the Clean
Hydrogen Products. The Process Agreement does
not preclude Onshore’s right to look at other plans
for use of hydrocarbons associated with its Rights.
EP 386
Advent’s 100% subsidiary Onshore made an
application for suspension and extension of the
permit conditions in EP386 which was not accepted
by the Department of Mines, Industry, Regulation
and Safety (DMIRS). Onshore sought a review
of the decision by the Minister of Resources who
responded setting out a course of action in relation
to that decision which Onshore is following.
Onshore lodged an appeal against this decision
with the State Administrative Tribunal (SAT). The SAT
determined that it did not have the coverage to hear
the appeal and the decision allowed for the matter
to be determined through a Supreme Court
of WA action.
During the year Advent issued 2,100,000 shares
at $0.05 per share.
Cortical Dynamics Ltd (“Cortical”), BPH 16.8%
Investee Cortical Dynamics Limited is an Australian
based medical device neurotechnology company
that is developing BARM™, an industry leading
EEG (electrical activity) brain function monitor.
BARM™ 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™ system is configured to efficiently image
and display complex information related to
the clinically relevant state of the brain. When
commercialized the BARM™ system will be offered
on a stand-alone basis or integrated into leading
brand operating room monitors as “plug and
play” option.
BARM™ has already received TGA approval, Korean
MFDS approval, the CE mark and the company has
now made application for its FDA approval in the
USA. The BARM™ system is protected by five patent
families in multiple jurisdictions worldwide consisting
of 36 granted patents. Cortical will continue to drive
the development of BARM™ and maintain
its intellectual property.
Cortical has been granted a key patent relating
to its Brain Anaesthesia Response Monitor
(BARM) technology in the United States. Cortical
has developed an extensive patent portfolio
encapsulating the BARM monitoring unit, providing
patent protection across a number of key brain
monitoring markets. Currently, Cortical has patents
awarded in France, Belgium, Germany, Great Britain,
Netherlands, Switzerland, Italy, Ireland, Australia, New
Zealand, the United States, Japan and the People’s
Republic of China. The new Patent is titled "Apparatus
and process for measuring brain activity" was made
under United States Patent Application No. 17/614701.
Cortical has entered into a partnership with Austrian
EEG experts ENCEVIS /AIT with a view to further
enhance the BARM™ technology. The AIT Austrian
Institute of Technology is Austria's largest research
and technology organisation employing over 1,300
people. The Republic of Austria (through the Federal
Ministry for Climate Protection, Environment, Energy,
Mobility, Innovation and Technology) owns 50.46% of
AIT, while the Federation of Austrian Industries owns
the other 49.54%. ENCEVIS is a division of AIT that
specialises in EEG.
7
BPH Energy I Annual Report 2023
REVIEW OF OPERATION S
In June 2022 Cortical won a prestigious grant
from the MTPConnect BMTH program, the
matched funding that will help Cortical develop
an AI and machine learning capacity for BARM™.
Conjunctionally Cortical has appointed a world class
Head of Data Analytics who will focus on developing
for the company a deep understanding of sedation
level monitoring systems using Artificial Intelligence
including neurophysiology (EEG), machine learning,
statistical analysis, anaesthesiology. Application areas
will include optimal management of anaesthesia and
sedatives in the operating room and the ICU. Cortical
has also appointed a full-time project manager.
On 15 May 2023 the Company announced Philips
Electronics North America Corp. had confirmed that
Cortical had, with successful testing and provision
of documentation, met the necessary prerequisites
of the Philips License and Cooperation Agreement
to claim the BARM-PEC as a compatible and
“supported device“ for Philips Patient Monitoring
Systems IntelliVue MP40-90 and MX400-850 using
the Philips IntelliBridge EC10 Interface Module or
IntelliBridge EC10 integral Interface Board, as well
as Philips IntelliBridge System Release C.0 and
Patient Information Center iX using the EC40/80
Hub with Open Interface driver (ED/BD101) and EC5
ID Module #106. Philips confirms that Cortical may
now claim compatibility of the BARM-PEC with the
abovementioned Philips IntelliVue Patient Monitoring
Systems. Philips will include Cortical’s BARM-PEC in
the list of Open Interface supported medical devices
that is communicated to the Philips sales force and
published on related Philips webpages.
Cortical continues the FDA 510K filing process
for BARM™ 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™ to commence in the USA.
During the year Cortical issued 9,619,700 shares
at $0.125 per share, together with 340,000 shares
at $0.20 cents per share in June 2023.
8
Molecular Discovery Systems Limited,
BPH 20%
Molecular Discovery Systems Limited (“MDSystems”),
launched in 2006 and spun off from BPH in 2010, is an
associate of BPH. MDSystems has been working with
the Molecular Cancer Research Group at the Harry
Perkins Institute of Medical Research to validate HLS5
as a novel tumour suppressor gene, particularly for
liver cancer. The Molecular Cancer Research Group
has developed a pre-clinical model of liver cancer
where the expression of HLS5 is ablated i.e. it mimics,
in part, patients that have low HLS5 (TRIM35) and
develop liver cancer. Research conducted at the
Perkins Institute has shown that HLS5 has significant
tumour suppressor properties. The Perkins findings
are supported by the two independent peer reviewed
scientific publications, identifying a role for HLS5
in cancer, demonstrating that the loss of HLS5
expression may be a critical event in the development
and progression of liver cancer.
The publications — a collaboration between Fudan
University Shanghai Cancer Centre and other Chinese
Institutes, including Shanghai Cancer Institute, Liver
Cancer Institute, Second Military Medical University
and Qi Dong Liver Cancer Institute —focused on
identifying the role of HLS5 in liver cancer. The first
article demonstrated that HLS5 binds a key enzyme
involved in the production of energy for cancer cells
(Pyruvate Kinase isoform M2 (PKM2)). They showed
that HLS5 binds PKM2 to form a complex which
inhibits the activation of PKM2. The formation of this
HLS5/PKM2 complex ultimately limits the cancer
cell’s means of energy production and its ability to
proliferate. In the second publication the expression
levels of HLS5 and PKM2 were assessed for potential
use as a prognostic marker for hepatocellular
carcinoma (HCC) - (liver cancer) .The study analysed
liver samples of 688 patients who had HCC. The study
found that patients who were positive for PKM2
expression and negative for HLS5 expression had
poorer overall survival and shorter time to recurrence.
Taken together, the findings of both papers further
support the research into HLS5 by MDS and the Harry
Perkins Institute of Medical Research.
Competent Person Statement
The information in this report that relates to mineral
resources contained within the PEP 11 Project
reported on page 2 of this financial report is based
on information reviewed by Mr David Bennett, an
independent consultant with a PhD in geophysics
from Australia National University, and more than
HEALTH | TECHNOLOGY | RESOURCES
There are numerous uncertainties inherent in
estimating reserves and resources, as well as in
projecting future development capital expenditure,
production costs and cash flows. Geoscientific
resource assessment must be recognised as
a subjective process of estimating subsurface
accumulations that cannot be measured exactly.
BPH is an investment company and relies on the
resource and ore reserve statements compiled by
the companies in which it invests. All Resource and
Reserve Statements have been previously published
by the companies concerned. Summary data has
been used. Unless otherwise stated all resource
and reserve reporting complies with the relevant
standards. Resources quoted in this report equal 100%
of the resource and do not represent BPH’s investees’
equity share unless stated. The Company confirms
that it is not aware of any new information or data
that materially affects the information included in the
original market announcements, and that all material
assumptions and technical parameters
have not materially changed. The Company also
confirms that the form and context in which the
relevant Competent Person’s findings are presented
have not been materially modified from the original
market announcements.
40 years of experience in oil and gas exploration
and discovery in Australia, New Zealand, Papua New
Guinea and elsewhere. The information in this report
that relates to Prospective Resource information
in relation to the PEP11 is based on information
compiled by the operator of these assets, Advent
Energy Limited. This information was subsequently
reviewed by Mr David Bennett, who has consented
to the inclusion of such information in this report
in the form and context in which it appears.
The resources included in this report have been
prepared using definitions and guidelines consistent
with the 2007 Society of Petroleum Engineers
(SPE) / World Petroleum Council (WPC) / American
Association of Petroleum Geologists (AAPG) /
Society of Petroleum Evaluation Engineers (SPEE) /
Petroleum Resources Management System (PRMS).
The resources information included in this report
are based on, and fairly represents, information and
supporting documentation reviewed by Mr Bennett.
Mr Bennett is qualified in accordance with the
requirements of ASX Listing Rule 5.41 and consents
to the inclusion of the information in this report of the
matters based on this information in the form and
context in which it appears.
Cautionary Statement
Prospective Resources are the term given to the
estimated hydrocarbon volumes (petroleum) that
may potentially be produced in the event that they
are discovered by the drilling of an exploration
well. Prospective Resources may potentially be
recovered by the application of a future development
project and may relate to undiscovered resource
accumulations. These estimates have both an
associated risk of discovery and an inherent risk
of development. Further exploration and appraisal
drilling will be required to determine the existence
of a commercially recoverable quantity of petroleum
(oil and/or gas).
9
BPH Energy I Annual Report 2023
DIRECTORS' REPORT
The directors of BPH Energy Ltd (”BPH Energy”
or “the Company”) present their report on the
Company and its controlled entities (“consolidated
entity” or “Group”) for the financial year ended
30 June 2023.
Directors
Financial Position
The consolidated entity has a working capital
surplus of $6,011,749 (2022: surplus of $2,145,178).
The net assets of the consolidated entity increased by
$5,112,192 to $19,412,039 over the year to 30 June 2023.
Included in trade creditors and payables is current
director fee accruals of $685,107 (2022: $639,419).
The names of directors in office at any time during
or since the end of the year are:
Non-Audit Services
David Breeze
Anthony Huston
Charles Maling
Company Secretary
Mr David Breeze was appointed Company Secretary
on 23 November 2016. He has many years’ experience
in the management of listed entities.
Principal Activities
The principal activities of the consolidated entity
during the financial year were investments in
biotechnology and oil and gas exploration entities.
Operating Results
The consolidated entity has reported a net profit
after tax for the year ended 30 June 2023 of $852,332
(2022: loss of $1,078,581) and has a net cash outflow
from operating activities of $1,050,582 (2022: outflow
of $1,022,124).
The net profit from ordinary activities after tax is after
recognising (i) consulting and legal costs of $788,318
(2022: $434,906), (ii) share of associates’ losses of
$192,412 (2022: $405,496), (iii) share-based payments
expense of $201,551 (2022: $Nil), and (iv) fair value gain
of $2,433,227 (2022: $Nil).
Dividends
The directors recommend that no dividend be paid
in respect of the current period and no dividends have
been paid or declared since the commencement
of the period.
Review of Operations
A Review of Operations is set out on pages 3 to 9
and forms part of this Directors’ Report.
No fees for non-audit services were paid/payable
to the external auditors during the year ended 30
June 2023 (2022: $Nil).
Capital
On 18 August 2022 the Company announced that
it had received binding commitments to raise
approximately $1.5 million (before costs) (“August
Placement”). The August Placement comprised
the issue of 115,384,615 new fully paid ordinary
shares in the Company at an issue price of $0.013
per share. In addition to the August Placement,
the Company launched a one (1) for twenty-five
(25) non-renounceable Entitlement Offer to raise
approximately $400,000 (before costs) through
the issue of 30,769,230 new fully paid ordinary
shares (“Entitlement Shares”) at $0.013 per share
(“Entitlement Offer”).
The intended use of funds is:
- $0.90 million - Further Investment in Clean
Hydrogen Technology Corporation
- $0.68 million - Funding for exploration and
development of oil and gas investments
- $0.32 million - For working capital including costs
of the offer
August Placement and Entitlement Offer participants
received one (1) free Attaching Option for every one
(1) share subscribed for under the August Placement
and Entitlement Offer, exercisable at $0.03 each with
an expiry date of 30 September 2024 (“Attaching
Options”). Everblu Capital Limited (“Everblu”) acted
as the Lead Manager for the August Placement
and Entitlement Offer. Everblu was paid a cash
fee of 6% on funds raised by Everblu under the
August Placement and one (1) Broker Option per
three (3) shares issued, being 38,461,538 Broker
Options, exercisable at $0.03 each, expiring 30
September 2024.
Environmental Issues
The consolidated entity’s operations are not regulated
by any significant environmental regulation under
law of the Commonwealth or of a state or territory.
On 11 October 2022 BPH announced that it
had received binding commitments to raise
approximately $1.196 million (before costs) (“October
Placement”). The October Placement comprised
10
HEALTH | TECHNOLOGY | RESOURCES
the issue of 66,494,825 new fully paid ordinary shares
in the Company at an issue price of $0.018 per share.
The intended use of funds is:
- $0.65 million - Further Investment in Clean
Hydrogen Technology Corporation
- $0.35 million - Funding for exploration and
development of oil and gas investments
- $0.10 million - For working capital including costs
of the offer
October Placement participants received one (1) free
Attaching Option for every one (1) share subscribed
for under the October Placement, exercisable at
$0.03 each with an expiry date of 30 September 2024.
Everblu acted as the Lead Manager for the October
Placement. Everblu was paid a cash fee of 6% on
funds raised by Everblu under the October Placement
and one (1) Broker Option per three (3) shares issued,
being 22,164,942 Broker Options, exercisable at $0.03
each, expiring 30 September 2024.
On 17 April 2023 BPH announced that it had received
binding commitments to raise $1 million (before
costs) (“April Placement”). The April Placement
comprised the issue of 52,631,578 new fully paid
ordinary shares in the Company at an issue price
of $0.019 per share.
The intended use of funds is:
- $0.20 million - Further Investment in Clean
Hydrogen Technology Corporation
- $0.70 million - Funding for exploration and
development of oil and gas investments
- $0.10 million - For working capital including costs
of the offer
April Placement participants received one (1) free
Attaching Option for every two (2) shares subscribed
for under the April Placement, exercisable at $0.03
each with an expiry date of 30 September 2024.
Everblu and 62 Capital Limited acted as the Managers
for the April Placement. They were paid a cash fee of
6% on funds raised under the April Placement and
one (1) Broker Option per two (2) Attaching Options
issued, being 13,157,894 Broker Options, exercisable
at $0.03 each, expiring 30 September 2024.
The Company undertook a Loyalty Option issue of
one (1) option for every eight (8) shares held (“Loyalty
Options”) with an offer closing date of 10 May 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,
raised $438,799 from the issue of 109,699,865 Loyalty
Options in May and June 2023, of which $403,542 was
received in cash and $35,257 set off against liabilities
for director fees.
The purpose of this Loyalty Option issue was to
replace a November 2022 Loyalty Options Prospectus
(“November 2022 Prospectus”). Due to the Company’s
suspension from ASX it did not satisfy the quotation
condition, being the quotation of the Loyalty Options
offered under the November 2022 Prospectus
within three months of the date of that Prospectus
(“Quotation Condition”). The Quotation Condition
expired on 27 February 2023 and, as a result, the issue
of the Loyalty Options under the November 2022
Prospectus was void.
The Loyalty Options offer will provide the Company
with a potential source of additional capital if the
Loyalty Options are exercised in the future, being
$3,290,996 where all Loyalty Options are exercised.
In addition, during the year the Company issued
7,000 new fully paid ordinary shares for proceeds
of $132 and 7,500 share options for proceeds of $30
as a “cleansing” process to permit the secondary
trading of securities under the Corporations Act.
The share options have the same exercise price
and expiry date as the Attaching Options.
On 2 February 2023 the Company issued 15,000,000
Incentive Options to director Mr David Breeze with
an exercise price of $0.03 per option and an expiry
date of 30 September 2024 as approved at the
Company’s November 2022 Annual General Meeting.
On 29 July 2022, 96,235,678 listed share options with
an exercise price of $0.05 each expired unexercised.
On 30 November 2022, 400,000 unlisted share
options with an exercise price of $0.20 each expired
unexercised.
On 8 February 2023, 7,285,714 listed share options with
an exercise price of $0.26 each expired unexercised.
Subsequent Events
There are no other matters or circumstances that
have arisen since the end of the financial year other
than outlined elsewhere in this financial report that
have significantly affected, or may significantly affect,
the operations of the consolidated entity, the results
of those operations, or the state of affairs of the
consolidated entity in future financial years.
11
BPH Energy I Annual Report 2023
DIRECTORS' REPORT
Information on Directors
A Huston
D Breeze
Managing Director, Executive Chairman,
and Company Secretary – Age 69
Shares held – 59,750,805 / Options held 24,273,510
David is a Corporate Finance Specialist with extensive
experience in the stock broking industry and capital
markets. He has been a corporate consultant to Daiwa
Securities; and held executive and director positions
in the stock broking industry. David has a Bachelor of
Economics and a Masters of Business Administration,
and is a Fellow of the Institute of Company Directors
of Australia. He has published in the Journal of
Securities Institute of Australia and has also acted as
an Independent Expert under the Corporations Act.
He has worked on the structuring, capital raising and
public listing of over 70 companies involving in excess
of $250M. These capital raisings covered a diverse
range of areas including oil and gas, gold, food,
manufacturing and technology. During the
last 3 years David has held the following listed
company directorship.
MEC Resources Limited (from April 2005 to present)
David is also a director of Grandbridge Limited,
Cortical Dynamics Limited, Molecular Discovery
Systems Limited, Diagnostic Array Systems Limited,
and Advent Energy Limited and its subsidiaries.
C Maling
Non-Executive Director – Age 69
Shares held – 5,275,144 / Options held – 2,062,284
Charles Maling was formerly the Communications
Officer for the Office of the Western Australian State
Government Environmental Protection Authority
(“EPA”) with a responsibility for advising the Chairman
of the EPA on media issues. He has a Bachelor of
Sociology and Anthropology with a Media minor.
Charles worked with the Western Australian State
Government Department of the Environment
for 14 years and further 8 years for the EPA. His
administrative roles included environmental research
(including a major study on Perth Metropolitan
coastal waters and Western Australian estuaries)
environmental regulation and enforcement and
media management. In the past three years Charles
has not held any listed company directorships:
Charles is a director of Grandbridge Limited.
12
Non-Executive Director – Age 68
Shares held – 9,438,070 / Options held – 1,542,762
Tony Huston has been involved for over 40 years
in engineering and hydrocarbon industries for
both on and off shore exploration/development.
Early career experience commenced with Fitzroy
Engineering Ltd, primarily working on development
of onshore oil fields. During the 1990’s Tony managed
JFP NZ International, a Texas based exploration
company that included a Jack Up rig operating
in NZ waters. In 1994 Tony oversaw the environmental
consent process required to drill a near inshore
well that was drilled from “land” into the offshore
basin during 1995. In 1996 Tony formed his own E&P
Company to focus re-entry of onshore wells, primarily
targeting shallow pay that had been passed or
ignored from previous operations. This was successful
and the two plays opened up 20 years ago are still in
operation. Recent focus (12 years) has been to utilise
new technology for enhanced resource recovery and
has been demonstrated in various fields, including
US, Mexico, Oman, Italy and Turkmenistan.
During the last 3 years Tony has held the following
listed company directorships:
MEC Resources Limited (from October 2020
to present)
Tony is also a director of Advent Energy Limited
and Clean Hydrogen Technologies Corp.
Meetings of Directors
During the financial year there was one meeting
of directors, of whom all attended. The Board also
meets informally by telephone to discuss the
business of the Company. Resolutions are passed
by circulatory resolution.
Future Developments
The Company will continue its investment
in energy resources and to assist its investee
companies to commercialise breakthrough
biomedical research developed in universities,
medical institutes and hospitals.
Significant Changes in State Of Affairs
During the period there were no significant changes
in the state of affairs of the consolidated entity other
than those referred to in the financial statements
or notes thereto.
HEALTH | TECHNOLOGY | RESOURCES Indemnifying Officers or Auditors
During or since the end of the financial year the
Company has not given an indemnity or entered
an agreement to indemnify, or paid or agreed to pay
directors and officers insurance premiums.
The Company has not indemnified the current
or former auditors of the Company.
Remuneration Report (Audited)
This report details the nature and amount
of remuneration for key management personnel
of BPH Energy Limited. The Remuneration Report
details the remuneration arrangements for KMP
who are defined as those persons having authority
and responsibility for planning, directing and
controlling the major activities of the companies
in the consolidated entity, directly or indirectly,
including any Director (whether executive or
otherwise) of companies in the consolidated entity.
The information provided in the Remuneration
Report has been audited as required by Section
308(3C) of the Corporations Act 2001.
Key Management Personnel
The Directors of the consolidated entity during or
since the end of the financial year were as follows:
D Breeze Executive Chairman, Managing Director
and Company Secretary
A Huston Non-Executive Director
C Maling Non-Executive Director
All have held their current position for the whole
of the financial year and since the end of the financial
year unless otherwise stated.
Remuneration Policy
The remuneration policy of BPH Energy Limited
has been designed to align director and executive
objectives with shareholder and business objectives
by providing a fixed remuneration component and
offering specific long-term incentives as determined
by the board and/or shareholders. The remuneration
report as contained in the June 2022 financial report
was adopted at the Company’s 2022 Annual General
Meeting held on 30 November 2022. The board
believes the remuneration policy to be appropriate
and effective in its ability to attract and retain
the best executives and directors to run and manage
the Company, as well as create goal congruence
between directors, executives and shareholders.
The board’s policy for determining the nature
and amount of remuneration for board members
and senior executives of the Company is as follows:
• The remuneration policy, setting the terms and
conditions for the executive directors and other
senior executives, was developed and approved
by the board.
• All executives receive a base salary (which is
based on factors such as length of service and
experience), superannuation, fringe benefits
and options.
• The board reviews executive packages annually
by reference to the Company’s performance,
executive performance and comparable
information from industry sectors and other listed
companies in similar industries.
The performance of executives is measured against
criteria agreed with each executive and is based
predominantly on the amount of their workloads
and responsibilities for the Company. The board
may, however, exercise its discretion in relation
to approving incentives, bonuses and options,
and can recommend changes to recommendations.
Any changes must be justified by reference to
measurable performance criteria. The policy is
designed to attract the highest calibre of executives
and reward them for performance that results in
long-term growth in shareholder wealth. Executives
are also entitled to participate in the employee share
and option arrangements. The Company did not
engage remuneration consultants during the period.
The executive directors and executives which
receive salaries receive a superannuation guarantee
contribution as required by the government and
do not receive any other retirement benefits.
Shares given to directors and executives are valued
as the difference between the market price of those
shares and the amount paid by the director or
executive. Options are valued using an appropriate
valuation methodology.
The board policy is to remunerate non-executive
directors at market rates for comparable companies
for time, commitment and responsibilities.
The maximum pool of non-executive director fees
approved by shareholders is $250,000. Payments to
non-executive directors are based on market practice,
duties and accountability. Independent external
advice is sought when required on payments to non-
executive directors. The maximum aggregate amount
of fees that can be paid to non-executive directors
13
BPH Energy I Annual Report 2023
DIRECTORS' REPORT
is subject to approval by shareholders at the Annual
General Meeting. Fees for non-executive directors
are not linked to the performance of the Company.
However, to align directors’ interests with shareholder
interests, the directors are encouraged to hold shares
in the Company and are able to participate in the
employee option plan. The board does not have
a policy in relation to the limiting of risk to directors
and executives in relation to the shares and
options provided.
Employment Contracts of Directors
and Senior Executives
The employment conditions of the Managing
Director, David Breeze, is formalised in a Product
Development Agreement. The engagement
is automatically extended for a period of 2 years
at each anniversary date unless the Managing
Director or the Company give notice of termination
prior to the expiry of each term. The agreement
stipulates the Managing Director may terminate
the engagement with a six month notice period.
The company may terminate the agreement without
cause by providing six months written notice
or making payment in lieu of notice, based on the
individual’s annual salary component together with
a redundancy payment of up to twelve months of
the individual’s fixed salary component. Termination
payments are generally not payable on resignation
or dismissal for serious misconduct. In the instance
of serious misconduct the company can terminate
employment at any time. Any options not exercised
before or on the date of termination will not lapse.
Interest in the shares and options of the Company and related bodies corporate
The following relevant interests in shares and options of the Company or a related body corporate
were held by key management personnel.
Shareholdings
D L Breeze
A Huston
C Maling
Option holdings
Balance
1.7.2022
57,452,695
9,075,067
5,072,253
Granted as
Compensation
-
-
-
Acquired
2,298,110
363,003
202,891
Balance
30.6.2023
59,750,8051
9,438,070
5,275,144
Balance
1.7.2022
Aquired
Expired
Balance
30.6.2023
Total Vested
30.6.2023
Total
Exercisable
and Vested
30.6.2023
Total
Unexercisable
30.6.2023
D L Breeze
12,121,452
24,273,510
(12,121,452)
24,273,510
24,273,5101
24,273,5101
A Huston
C Maling
1,666,534
1,542,762
(1,666,534)
1,542,762
1,542,762
1,542,762
2,862,900
862,284
(1,662,900)
2,062,284
2,062,284
2,062,284
-
-
-
1 These include securities held by Grandbridge Limited, a Company of which Mr Breeze is Managing Director
14
HEALTH | TECHNOLOGY | RESOURCES Key Management Personnel Remuneration
The remuneration for each key management personnel of the consolidated entity during the year was as follows:
Key Management
Person
D L Breeze
C Maling
A Huston
Total
2023
Short-term Benefits
Post-employment Benefits
Salary and
fees ($)
Bonus
($)
Non-cash
benefit ($)
Other
(S)
Superannuation
(S)
148,000
25,000
25,000
198,000
-
-
-
-
-
-
-
-
-
-
-
-
Key Management
Person
Long-term
Benefits
Share-based payment
($)
Total
($)
Performance
Related
Compensation
Relating to
Securities
%
54.6%
25.0%
37.3%
50.4%
Other ($)
Shares1/2
Options2
$
-
-
-
-
9,1924
812
1,452
11,456
326,319
33,330
39,902
399,551
169,1273/4
7,518
13,450
190,095
2022
%
-
-
-
-
Short-term Benefits
Post-employment Benefits
Salary and
fees ($)
Bonus
($)
Non-cash
benefit ($)
Other
(S)
Superannuation
(S)
148,000
25,000
25,000
198,000
-
-
-
-
-
-
-
-
-
-
-
-
D L Breeze
C Maling
A Huston
Total
Key Management
Person
D L Breeze
C Maling
A Huston
Total
Key Management
Person
Long-term
Benefits
Share-based payment
($)
Total
($)
Performance
Related
D L Breeze
C Maling
A Huston
Total
Other ($)
Shares
Options
$
-
-
-
-
-
-
-
-
-
-
-
-
148,000
25,000
25,000
198,000
%
-
-
-
-
Compensation
Relating to
Securities
%
-
-
-
-
1 The issue of these rights issue shares included one free attaching option for every rights issue share issued with an exercise price of $0.03 each
and an expiry date of 30 September 2024.
2 For securities issued in settlement of debt, the accounting standards require an expense to be recognised with respect to the fair value of shares and options.
The fair value of options granted is estimated using a Black and Scholes option pricing model taking into account the terms and conditions upon which the options
were granted. These securities were issued under a non-renounceable Rights Issue on the same terms as issued to other shareholders.
3 These include the issue of 15,000,000 incentive options with an exercise price of $0.03 each and an expiry date of 30 September 2024.
4 These include securities issued to Grandbridge Limited, a Company of which Mr Breeze is Managing Director.
15
BPH Energy I Annual Report 2023
DIRECTORS' REPORT
Share Based Payments
The directors participated in the September 2022 Rights Issue with an associated free attaching option, satisfying
the consideration by means of debt settlement against directors’ fees owing:
Director
Shares Issued
Shares - debt
settlement ($)
Shares – share
based payments
Options Issued
Options – share
based payments
($)
David Breeze1
Charles Maling
Tony Huston
2,298,110
202,891
363,003
Total
2,864,004
$29,875
$2,638
$4,719
$37,232
$9,192
$812
$1,452
$11,456
2,298,110
202,891
363,003
$16,104
$1,422
$2,544
2,864,004
$20,070
1 These include securities held by Grandbridge Limited, a Company of which Mr Breeze is Managing Director, with a shares debt settlement by Grandbridge
of $1,974 and shares / options share based payments of $1,671.
The Rights Issue shares were issued at $0.013 per share with a free attaching option with an exercise price
of $0.03 per option and an expiry date of 30 September 2024. The share price at the date of settlement was $0.017.
The Directors participated in the February 2023 Loyalty Options Issue satisfying the consideration by means
of the following debt settlement against directors’ fees owing:
Director
Options Issued
Options - debt
settlement ($)
Options – share based payments ($)
David Breeze
Charles Maling
Tony Huston
Total
6,975,400
659,393
1,179,759
8,814,552
$27,900
$2,638
$4,719
$35,257
$64,485
$6,096
$10,906
$81,487
The Loyalty Options were issued at $0.004 per option with an exercise price of $0.03 per option
and an expiry date of 30 September 2024.
Director David Breeze participated in the February 2023 Incentive Options Issue which were issued for nil
consideration:
Director
Options Issued
Options – share based payments ($)
David Breeze
15,000,000
$88,538
The Incentive Options have an exercise price of $0.03 per option and an expiry date of 30 September 2024.
Other than the above, and director remuneration, there have been no material related party transactions
during the period.
16
HEALTH | TECHNOLOGY | RESOURCES The following are share-based payment arrangements (options) were in existence for key management personnel
at year end:
Grant Date
Date of Expiry
Fair Value of
Options
at Grant Date
Exercise Price
Number of
options
Vesting Date
November 2019
30 November 2024
$0.00051
May 2023
30 September 2024
$0.0092
$0.02
$0.03
1,200,000
At grant date
26,678,556
At grant date
1 Pre 1 for 10 share consolidation completed in April 2020
There are no further service or performance criteria that need to be met in relation to options granted.
No options attributable to key management personnel were exercised during the year. 15,050,886 options with
an exercise price of $0.05 each and 400,000 options with an exercise price of $0.20 each expired during the period.
Options granted confer a right of one ordinary share for every option held. The fair value of options granted
is estimated using a Black and Scholes option pricing model taking into account the terms and conditions
upon which the options were granted. The inputs to the valuation model used are set out in Note 23 to this
financial report.
Company performance, shareholder wealth and director and executive remuneration.
The following table shows the gross revenue and the net profit / (loss) for the last 5 years for the listed entity,
as well as the share price at the end of the respective financial years.
2023
Revenue from
304,054
ordinary activities ($)
2022
154,702
2021
65,506
2020
240,243
20191
278,227
Net profit / (loss) ($)
852,332
(1,078,581)
(1,612,424)
1,121,263
(3,013,043)
Share price at year
end (cents per share)
Earnings per share
(cents)
2.3
0.10
1.1
(0.16)
7.2
(0.28)
2.3
0.35
1.0
(1.7)
1 The 2019 share prices and earnings per share have been adjusted for the 1 for 10 share consolidation completed in April 2020.
Proceedings on Behalf of Company
No person has applied for leave of Court to bring proceedings on behalf of the Company or intervene
in any proceedings to which the Company is a party for the purpose of taking responsibility on behalf
of the Company for all or any part of those proceedings. The Company was not a party to any such proceedings
during the year.
Options
At the date of this report, the unissued ordinary shares of the Company under option are as follows:
Grant Date
Date of Expiry
Exercise Price
Number Under Option
November 2019
30 November 2024
August 2022 to June
2023
30 September 2024
$0.02
$0.03
1,200,000
437,456,198
•
400,000 unlisted share options with an exercise price of $0.20 each, 96,235,678 listed share options with an exercise
price of $0.05 each, and 7,285,714 listed share options with an exercise price of $0.26 each expired unexercised during the year.
• No person entitled to exercise the option had or has any right by virtue of the option to participate in any share issue
of any other body corporate.
17
BPH Energy I Annual Report 2023 DIRECTORS' REPORT
Significant Business Risks
The Group’s activities have inherent risk and the
Board is unable to provide certainty of the expected
results of these activities, or that any or all of these
likely activities will be achieved. The Company
considers key trends, issues and risks in the external
operating environment when formulating strategy
and plans. A summary of key external risks currently
affecting the business and the Company’s response
to them is outlined below:
Additional requirements for capital
Additional funding may be required in the event
future costs exceed the Company’s estimates and
to effectively implement its business and operations
plans in the future, to take advantage of opportunities
for acquisitions, joint ventures or other business
opportunities, and to meet any unanticipated
liabilities or expenses which the Company may incur.
Renewal of exploration permit
The Company’s 35.8% associate Advent holds,
through its wholly owned subsidiary Asset Energy Pty
Ltd (“Asset”), 85% of Petroleum Exploration Permit
PEP 11, an exploration permit prospective
for natural gas located in the Offshore Sydney Basin.
This investment comprises a significant portion
of the Company’s potential asset base. If Asset Energy
loses its right of tenure in respect of PEP 11 then
book value of capitalised exploration and evaluation
expenditure of $14.49 million will need to be written
off to the Statement of Profit or Loss and Other
Comprehensive Income.
Advent now has two continuing applications with
NOPTA for suspension and extension of the PEP11
permit, the first lodged in December 2019 and the
second in January 2021. The first application was on
the basis of Force Majeure and is the only application
which is the subject of the NOPTA notice. The second
was under COVID and was accepted but not dealt
with pending an outcome on the first application
made in December 2019.
Advent is actively and constructively engaging
with regulator to bring this matter to a satisfactory
conclusion in favour of Advent and, by implication,
BPH. Advent has provided further information in April
and June 2023 to the National Offshore Petroleum
Titles Administrator (NOPTA) in response to requests
for updated information subsequent to the decision
in the Federal Court proceedings detailed above. In
the meantime, PEP 11 continues in force and the PEP
18
11 Joint Venture is in compliance with the contractual
terms of PEP 11 with respect to such matters as
reporting, payment of rents and the various provisions
of the Offshore Petroleum and Greenhouse Gas
Storage Act 2006.
Research and development
The Company can make no representation
that any of its research into or development of the
technologies will be successful, that the development
milestones will be achieved, or that the technologies
will be developed into products that are
commercially exploitable.
Oil and gas industry risks
The Company has a 35.8% interest in Advent Energy
Ltd (Advent). Risks associated with this significant
investment include but are not limited to risks
associated with failure to discover an economic
reserve or successfully produce from a reserve,
fluctuations in oil and gas prices, no guarantee
of permit renewals or granting of production
licences, all of which could have a material
adverse effect on the Company’s investment.
(a) Illiquid investment: as Advent is an unlisted entity,
there is a risk that there will not be a ready market
for the Company to sell its Advent shares.
(b) Oil and gas exploration: the business of oil and gas
exploration, project development and production,
by its nature, contains elements of significant risk
with no guarantee of success. A failure to discover
an economic reserve, or to successfully produce
from such a reserve, will adversely affect Advent’s
performance and have a resulting effect
on the value of the Company’s investment
in Advent Energy.
(c) Oil and gas price volatility: The demand for, and
price of, oil and natural gas is highly dependent
on a variety of factors, including international
supply and demand, the level of consumer
product demand, weather conditions, the price
and availability of alternative fuels, actions taken
by governments and international cartels, and
global economic and political developments.
International oil and gas prices have fluctuated
widely in recent years and may continue to
fluctuate significantly in the future. Fluctuations
in oil and gas prices and, in particular, a material
decline in the price of oil or gas may have a
material adverse effect on Advent’s business,
financial condition and results of operations.
HEALTH | TECHNOLOGY | RESOURCES (d) Exploration and production licences: Advent’s
operations are dependent upon the grant
of appropriate licences, concessions, leases,
permits and regulatory consents, which may
be withdrawn or made subject to limitations.
There is no guarantee that, upon completion
of any exploration, a production licence will
be granted with respect to exploration territory.
There can also be no assurance that any
exploration permit will be renewed or if so,
on what terms. These licences place a range
of past, current and future obligations on
Advent. In some cases, there could be adverse
consequences for breach of these obligations,
ranging from penalties to, in extreme cases,
suspension or termination of the relevant licence
or related contract. These may then affect the
Company’s investment in Advent.
(e) Expansion targets and operational delays:
There can be no assurance that Advent will
be able to complete any development of its
properties on time or to budget, or that the
current personnel, systems, procedures and
controls will be adequate to support Advent’s
operations. Any failure of management to identify
problems at an early stage could have an adverse
impact on Advent’s financial performance.
(f) Resources, reserves and production: no assurance
can be given that any anticipated figures will be
achieved or that the indicated level of recovery
will be realised. Market fluctuations in the price
of oil & gas may render oil & gas reserves and
resources uneconomical. Moreover, short-term
operating factors relating to oil & gas reserves
and resources, such as the need for orderly
development of an oil & gas reservoir may cause
an oil & gas operation to be unprofitable in any
particular accounting period.
(g) Limited operating history: Advent may not
have assets producing positive cash flow and
its ultimate success may depend on its ability
to generate cash flow from active oil & gas
operations in the future and its ability to access
equity markets for its development requirements.
Advent has not made profits to date and there
is no assurance that it will do so in the future.
A portion of Advent’s activities will be directed
to the search for and the development of new
oil & gas deposits. Significant capital investment
will be required to achieve commercial
production from Advent’s existing projects and
from successful exploration efforts. There is no
assurance that Advent will be able to raise the
required funds to continue these activities.
(h) Additional financing: Advent is required to fund
its share of approved exploration expenditure
on certain of the properties on which it has
exploration rights, failing which Advent’s
exploration rights in the relevant property
may be either reduced or forfeited. Advent may
acquire exploration rights in other exploration
properties which may require acquisition
payments to be made and exploration
expenditures to be incurred. The only sources
of funding currently available to Advent are
through the issue of additional equity capital,
project finance or borrowing. There is no
assurance that Advent will be successful in
raising sufficient funds to commence drilling or
production operations or to meet its obligations
with respect to the exploration properties in
which it has or may acquire exploration rights.
The Directors currently believe that Advent’s
working capital will not be sufficient to fund
operations. Advent will therefore have to seek
additional financing for operations
at a later date.
(i) Regulatory approvals: Advent’s operations
and the exploration agreements which it has
entered into require approvals, licences and
permits from various regulatory authorities,
governmental and otherwise (including
project specific governmental decrees). Such
approvals, licences and permits are subject to
change in various circumstances and further
project specific governmental decrees and/or
legislative enactments may be required. There
can be no guarantee that Advent will be able
to obtain or maintain all necessary approvals,
licences and permits that may be required and/
or that all project specific governmental decrees
and/or required legislative enactments will be
forthcoming to explore for oil & gas and develop
the properties on which it has exploration rights,
commence construction or operation
of production facilities or to maintain continued
operations that economically justify the
costs involved.
(j) Environmental factors: Advent’s operations are
subject to environmental regulation (including
regular environmental impact assessments
and the requirement to obtain and maintain
certain permits) in all the jurisdictions in which
it operates. Such regulation covers a wide
19
BPH Energy I Annual Report 2023 DIRECTORS' REPORT
variety of matters, including, without limitation,
prevention of waste, pollution and protection of
the environment, labour regulations and health
and safety. Advent may also be subject under
such regulations to clean-up costs and liability
for toxic or hazardous substances which may
exist on or under any of its properties or which
may be produced as a result of its operations.
Environmental legislation and permitting
requirements are likely to evolve in a manner
which will require stricter standards and
enforcement, increased fines and penalties
for non-compliance, more stringent
environmental assessments of proposed projects
and a heightened degree of responsibility for
companies and their directors and employees.
(k) Competition: The oil & gas exploration and
production business is competitive in all of
its phases. Advent competes with numerous
other companies and individuals, including
competitors with greater financial, technical and
other resources than itself, in the search for and
acquisition of exploration and development rights
on attractive oil & gas properties. Advent’s ability
to acquire exploration and development rights
on properties in the future will depend not only
on its ability to develop the properties on which
it currently has exploration and development
rights, but also on its ability to select and acquire
exploration and development rights on suitable
properties for exploration and development.
There is no assurance that Advent will continue
to be able to compete successfully with its
competitors in acquiring exploration and
development rights on such properties.
(l) Currency risk: Currency fluctuations may affect
the cash flow that Advent hopes to realise from
its operations, as oil and gas is sold and traded
on the world markets in United States dollars.
Advent’s costs are incurred primarily in Australian
dollars and United States dollars.
(m) Uninsured risks: Advent, as a participant in
exploration and mining programmes, may
become subject to liability for hazards that cannot
be insured against or against which it may elect
not to be so insured because of high premium
costs. Advent may incur a liability to third parties
(in excess of any insurance cover) arising from
pollution or other damage or injury.
20
(n) Market perception: Market perception of small
oil & gas exploration companies may change and
this could impact on the value of the Company’s
holdings and impact on Advent’s ability to raise
further equity capital.
Regulatory risk
The introduction of new legislation or amendments
to existing legislation by governments, developments
in existing common law, or the respective
interpretation of the legal requirements in any
of the legal jurisdictions which govern the Company’s
operations or contractual obligations, could impact
adversely on the assets, operations and, ultimately,
the Company’s financial performance and its
Securities. In addition, there is a commercial risk that
legal action may be taken against the Company
in relation to commercial matters.
Development and commercialisation
of technologies
Securing rights to technologies, and in particular
patents, is an integral part of securing potential
product value in the outcomes of biotechnology
research and development. Competition in retaining
and sustaining protection of technologies and the
complex nature of technologies can lead to expensive
and lengthy patents disputes for which there can
be no guaranteed outcome.
The granting of a patent does not guarantee
that the rights of others are not infringed or that
competitors will not develop competing technologies
that circumvents such patents. The Company’s
success depends, in part, on its ability to obtain
patents, maintain trade secret protection and
operate without infringing the proprietary rights
of third parties. Because the patent position of
biotechnology companies can be highly uncertain
and frequently involve complex legal and scientific
evaluation, neither the breadth of claims allowed in
biotechnology patents nor their enforceability can
be predicted. There can be no assurance that any
patents the Company or Universities may own or
control or licence now and in the future will afford
the Company commercially significant protection
of the technologies, or that any of the projects that
may arise from the technologies will have commercial
applications. Although the Company is not aware
of any third party interests in relation to the
technologies rights of the technologies, and has taken
steps to protect and confirm its interest in these
rights, there is always a risk of third parties claiming
involvement in technological and medical discoveries,
HEALTH | TECHNOLOGY | RESOURCES and if any disputes arise, they could adversely affect
the Company. Although the Company will implement
all reasonable endeavours to protect its technologies,
there can be no assurance that these measures have
been or will be sufficient.
Potential Acquisitions
As part of its business strategy, the Company may
make acquisitions of or significant investments in
complementary companies, products or technologies.
Any such future transactions would be accompanied
by the risks commonly encountered in making
acquisitions of companies, products and technologies.
Climate Change Risks
Transitioning to a lower-carbon economy may
entail extensive policy, legal, technology and market
changes to address mitigation and adaption
requirements related to climate change. Depending
on the nature, speed and focus of these changes,
transition risks may pose varying levels of financial
and reputational risk to the Company. While the
Company will endeavour to manage these risks
and limit any consequential impacts, there can
be no guarantee that the Company will not be
impacted by these occurrences. The climate change
risks particularly attributable to the Company include:
(a) the emergence of new or expanded regulations
associated with the transitioning to a lower
carbon economy and market changes related
to climate change mitigation. The Company may
be impacted by changes to local or international
compliance regulations related to climate change
mitigation efforts, or by specific taxation or
penalties for carbon emissions or environmental
damage. These examples sit amongst an array
of possible restraints on industry that may further
impact the Company and its business viability.
While the Company will endeavour to manage
these risks and limit any consequential impacts,
there can be no guarantee that the Company will
not be impacted by these occurrences; and
(b) climate change may cause certain physical and
environmental risks that cannot be predicted
by the Company, including events such as
increased severity of weather patterns and
incidence of extreme weather events and
longer-term physical risks such as shifting climate
patterns. All these risks associated with climate
change may significantly change the industry
in which the Company operates.
Negative publicity may adversely affect
the Share price
Any negative publicity or announcement relating
to any of the Company's substantial Shareholders, key
personnel or activities may adversely affect the stock
performance of the Company, whether or not this
is justifiable. Examples of such negative publicity or
announcements may include involvement in legal or
insolvency proceedings, failed attempts in takeovers,
joint ventures or other business transactions. No such
issues are currently known to affect the Company.
Environment
The Company’s operations in Australia are not
regulated by any significant environmental regulation
under the law of the Commonwealth or any State
or Territory.
Economic conditions and other global
or national issues
General economic conditions, introduction of tax
reform, new legislation, movements in interest and
inflation rates and currency exchange rates may have
an adverse effect on the Company’s investment,
development and production activities, as well
as on its ability to fund those activities.
Changes in government policy and legislation
Any material adverse changes in relevant government
policies or legislation of Australia may affect the
viability and profitability of the Company, and
consequent returns to investors. The activities
of the Company are subject to various federal, state
and local laws governing prospecting, development,
production, taxes, labour standards and occupational
health and safety, and other matters.
Ukraine Conflict
The current conflict between Ukraine and Russia
(Ukraine Conflict) is impacting global economies
and financial markets. The nature and extent of
the effect the Ukraine Conflict may have on the
Company’s operations remains uncertain at this time.
In the short to medium term, the Company’s Share
price may be adversely affected by the economic
uncertainty caused by the Ukraine Conflict and the
wider effect the conflict has on global economies
and financial markets.
The Directors are monitoring the potential secondary
and tertiary macroeconomic impacts of the Ukraine
Conflict, including the fluctuations in commodity and
energy prices and the potential risk of cyber activity
impacting governments and businesses. Further,
21
BPH Energy I Annual Report 2023
Litigation
The Company is exposed to possible litigation
risks including, but not limited to, intellectual
property ownership disputes, contractual claims,
environmental claims, occupational health and safety
claims and employee claims. Further, the Company
may be involved in disputes with other parties in the
future which may result in litigation. Any such claim
or dispute if proven, may impact adversely on the
Company’s operations, financial performance and
financial position.
The Company confirms that no person has applied
for leave of the Court to bring proceedings on behalf
Directors’ Report
of the Company or intervene in any proceedings
to which the Company is a party.
BPH Energy Limited
Auditor’s Independence Declaration
Auditor’s Independence Declaration
The lead auditor’s independence declaration
for the year ended 30 June 2023 has been received
The lead auditor’s independence declaration for the year ended 30 June 2023 has been received and can be
and can be found on page 23.
found on page 24.
The directors’ report is signed in accordance with
The directors’ report is signed in accordance with a resolution of directors made pursuant to S298(2) of the
a resolution of directors made pursuant to S298(2)
Corporations Act 2001.
of the Corporations Act 2001.
David Breeze
Dated this 16th August 2023
David Breeze
Dated this 16th August 2023
DIRECTORS' REPORT
any governmental or industry measures taken in
response to the Ukraine Conflict, including limitations
on travel and changes to import/export restrictions
and arrangements involving Russia, may adversely
impact the Company’s operations and are likely
to be beyond the control of the Company.
Reliance on key management and personnel
The Company is dependent on its management,
the loss of whose services could materially and
adversely affect the Company and impede the
achievements of its research and development
objectives. Because of the specialised nature
of the Company’s business, its ability to commercialise
its products and maintain its research programme
will depend in part upon its ability to attract and
retain suitably qualified management, scientists
and research people over time. There can be no
assurance that the Company will be able to attract
or retain sufficiently qualified personnel on a timely
basis, retain its key scientific and management
personnel, or maintain its relationship with key
scientific organisations.
Market conditions
Share market conditions may affect the value
of the Company’s quoted securities regardless
of the Company’s operating performance.
Share market conditions are affected by many
factors such as: (a) general economic outlook in both
Australia and Internationally; (b) introduction of tax
reform or other new legislation, regulation,
or policy; (c) changes in exchange rates, interest rates
and inflation rates; (d) changes in investor sentiment
toward particular market sectors; (e) the demand
for, and supply of, capital; and (f) the global security
situation and the possibility of terrorist disturbances
or other hostilities.
Neither the Company nor the Directors warrant
the future performance of the Company or any return
on an investment in the Company.
Applicants should be aware that there are risks
associated with any securities investment. Securities
listed on the stock market, and in particular securities
of exploration companies experience extreme price
and volume fluctuations that have often been
unrelated to the operating performance of such
companies. These factors may materially affect
the market price of the shares regardless of the
Company’s performance.
22
23
HEALTH | TECHNOLOGY | RESOURCES
AUDITOR’S INDEPENDENCE DECLARATION
As lead auditor for the audit of the consolidated financial report of BPH Energy Limited for the year
ended 30 June 2023, I declare that to the best of my knowledge and belief, there have been no
contraventions of:
a)
the auditor independence requirements of the Corporations Act 2001 in relation to the audit;
and
b)
any applicable code of professional conduct in relation to the audit.
Perth, Western Australia
16 August 2023
D B Healy
Partner
24
23
BPH Energy I Annual Report 2023
CO RPORATE GOVERNANCE
The Board of Directors of BPH Energy Limited is responsible for the corporate governance of the economic entity.
The Board guides and monitors the business and affairs of the Company on behalf of the shareholders by whom
they are elected and to whom they are accountable.
To ensure that the Board is well equipped to discharge its responsibilities, it has established guidelines
and accountability as the basis for the administration of corporate governance.
A copy of the Company’s Corporate Governance Statement can be found on the Company’s website
at www.bphenergy.com.au
24
HEALTH | TECHNOLOGY | RESOURCES
STAT EMENT OF PROFIT OR LO S S A ND OTHE R
COMPREHENS IVE INCOME
FOR THE YEAR ENDED 30 J UNE 202 3
Revenue from ordinary activities
Other income
Fair value gain
Share of associates’ losses
Impairment reversal
Interest expense
Administration and promotion expenses
Foreign exchange gain
Expected credit loss
Consulting and legal
Directors’ fees
Service expenses
Share-based payments
Profit / (loss) before income tax
Income tax expense
Profit / (loss) for the year
Other comprehensive income:
Items that will not be reclassified subsequently to profit or loss
Other comprehensive income (net of tax)
Total comprehensive profit / (loss) for the period
Profit / (loss) attributable to members of the parent entity
(Loss) attributable to non-controlling interests
Total comprehensive profit / (loss) attributable to owners of the Company
Total comprehensive (loss) attributable to non-controlling interests
Earnings / (loss) per share
Note
2
2
4
11
3
23
12
Consolidated
2023
$
304,054
-
2,433,227
2022
$
154,702
68,143
-
(192,412)
(405,496)
18,916
(309)
16,975
(105)
(402,529)
(160,879)
387
-
(90,493)
(788,318)
(100,000)
(128,640)
(201,551)
(88,375)
(434,906)
(100,000)
(128,640)
-
852,332
(1,078,581)
-
-
852,332
(1,078,581)
-
-
852,332
853,426
(1,094)
(1,078,581)
(1,078,448)
(133)
853,426
(1,078,448)
(1,094)
(133)
Basic and diluted earnings / (loss) per share (cents per share)
5
0.10
(0.16)
The accompanying notes form part of, and should be read in conjunction with, these financial statements.
25
BPH Energy I Annual Report 2023
STATEMENT OF FINANCIAL POS ITION
AS AT 30 JUN E 2023
Current Assets
Cash and cash equivalents
Trade and other receivables
Financial assets
Prepayments
Total Current Assets
Non-Current Assets
Financial assets
Investments in associates
Other non-current assets
Total Non-Current Assets
Total Assets
Current Liabilities
Trade and other payables
Financial liabilities
Total Current Liabilities
Net Assets
Equity
Issued capital
Reserves
Accumulated losses
Equity attributable to owners of the parent
Non-controlling interest
Total Equity
Note
Consolidated
2023
$
2022
$
8
9
10
10
11
13
14
15
16
5,614,184
2,894,998
64,812
1,267,628
50,000
36,356
122,574
-
6,996,624
3,053,928
9,632,084
8,192,967
3,768,206
3,941,702
-
20,000
13,400,290
12,154,669
20,396,914
15,208,597
896,610
88,265
984,875
803,933
104,817
908,750
19,412,039
14,299,847
61,883,062
58,844,602
2,327,071
1,105,671
(44,635,944)
(45,489,370)
19,574,189
14,460,903
(162,150)
(161,056)
19,412,039
14,299,847
The accompanying notes form part of, and should be read in conjunction with, these financial statements.
26
HEALTH | TECHNOLOGY | RESOURCES
AS AT 30 JUNE 2023
STATEMENT OF CHANGES IN EQ UITY
AS AT 30 JUN E 2023
Consolidated
Ordinary
Accumulated
Option
Share based
Total
Non-
Total $
share
losses $
premium
payment
attributable
controlling
capital $
reserve
reserve $
to owners of
Interest $
Balance at 30 June 2021
(Loss) for the period
Total comprehensive (loss) for the year
Transactions with owners in their capacity
58,843,159
(44,410,922)
-
-
(1,078,448)
(1,078,448)
as owners
Shares issued for cash
Balance at 30 June 2022
Profit for the period
Total comprehensive profit for the year
Transactions with owners in their capacity
1,443
-
58,844,602
(45,489,370)
-
-
853,426
853,426
$
-
-
-
-
-
-
-
as owners
Securities issued for cash
Share issue costs - cash
Share based payments
Loss on shares issued in extinguishment
of debt – share based payments
4,061,696
(477,447)
(592,506)
11,456
Securities issued in extinguishment of debt
35,261
-
-
-
-
-
403,542
-
-
-
35,257
the parent
entity $
1,105,671
15,537,908
(160,923)
15,376,985
-
-
-
(1,078,448)
(133)
(1,078,581)
(1,078,448)
(133)
(1,078,581)
1,443
-
1,443
1,105,671
14,460,903
(161,056)
14,299,847
853,426
(1,094)
852,332
853,426
(1,094)
852,332
-
-
-
-
4,465,238
(477,447)
782,601
190,095
-
-
11,456
70,518
-
-
-
-
-
4,465,238
(477,447)
190,095
11,456
70,518
Balance at 30 June 2023
61,883,062
(44,635,944)
438,799
1,888,272
19,574,189
(162,150)
19,412,039
The accompanying notes form part of, and should be read in conjunction with, these financial statements.
27
BPH Energy I Annual Report 2023
STATEMENT O F CASH F LOWS FOR TH E YEAR ENDED 30 JU N E 2023
Cash flows from operating activities
Receipts from customers
Payments to suppliers and employees
Interest received
Interest paid
Note
Consolidated
2023
$
2022
$
-
74,957
(1,247,750)
(1,097,948)
197,477
(309)
972
(105)
Net cash used in operating activities
18(a)
(1,050,582)
(1,022,124)
Cash flows from investing activities
Payment for unlisted investments
Payment for investment in associate
Loans repaid
Loans advanced
Net cash used in investing activities
Cash flows from financing activities
Repayment of borrowings
18(c)
Proceeds from issue of securities (net of share issue costs)
Net cash provided by financing activities
(765,873)
(370,000)
-
(2,271,450)
3,057,345
1,124,725
(2,508,968)
(4,740,828)
(217,496)
(6,257,553)
(16,552)
4,003,816
3,987,264
-
1,443
1,443
Net increase / (decrease) in cash held
2,719,186
(7,278,234)
Cash and cash equivalents at the beginning of the financial year
2,894,998
10,173,232
Cash and cash equivalents at the end of the financial year
18(b)
5,614,184
2,894,998
The accompanying notes form part of, and should be read in conjunction with, these financial statements.
28
HEALTH | TECHNOLOGY | RESOURCES
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2023
1. Statement of Significant
Accounting Policies
Corporate Information
The financial report includes the consolidated
financial statements and the notes of BPH Energy
Limited and its controlled entities (‘consolidated
entity’ or ‘Group’).
BPH Energy Limited is a Company incorporated
and domiciled in Australia and listed on the Australian
Securities Exchange. The financial report was
authorised for issue on 16th August 2023 by the
board of directors.
Basis of Preparation
The financial report is a general purpose financial
report that has been prepared in accordance with
Australian Accounting Standards other authoritative
pronouncements of the Australian Accounting
Standards Board (“AASB”) and the Corporations Act
2001. BPH Energy Ltd is a for-profit entity for the
purpose of preparing the financial statements.
Australian Accounting Standards set out accounting
policies that the AASB has concluded would result
in a financial report containing relevant and reliable
information about transactions, events and conditions
to which they apply. Material accounting policies
adopted in the preparation of this financial report are
presented below. They have been consistently applied
unless otherwise stated. The financial report has been
prepared on an accruals basis and is based
on historical costs, modified, where stated below.
Financial Position
The consolidated entity has reported a net profit after
tax for the year ended 30 June 2023 of $852,332 (2022:
loss of $1,078,581) and has a net cash outflow from
operating activities of $1,050,582 (2022: outflow of
$1,022,124). The net profit from ordinary activities after
tax is after recognising (i) consulting and legal costs
of $788,318 (2022: $434,906), (ii) share of associates’
losses of $192,412 (2022: $405,496), (iii) share-based
payments expense of $201,551 (2022: $Nil) and, (iv)
a fair value gain of $2,433,227 (2022: $Nil).
The consolidated entity has a working capital surplus
of $6,011,749 (2021: surplus of $2,145,178). The net assets
of the consolidated entity increased by $5,112,192 to
$19,412,039 over the year to 30 June 2023. Included
in trade creditors and payables is current director fee
accruals of $685,107 (2022: $639,419).
The financial report has been prepared on a going
concern basis, which assumes continuity of normal
business activities and the realisation of assets and
the settlement of liabilities in the ordinary course
of business.
Compliance with IFRS
The consolidated financial statements of BPH
Energy Limited comply with International Financial
Reporting Standards (IFRS) as issued by the
International Accounting Standards Board (IASB).
Accounting Policies
(a) Principles of Consolidation
(i) Subsidiaries
Subsidiaries are all entities (including structured
entities) over which the Group has control.
The Group controls an entity when the Group
is exposed to, or has rights to, variable returns from
its involvement with the entity and has the ability
to affect those returns through its power to direct
the activities of the entity. Subsidiaries are fully
consolidated from the date on which control is
transferred to the Group. They are deconsolidated
from the date that control ceases.
A list of controlled entities is contained in Note 17
to the financial statements. All controlled entities
have a June financial year-end.
As at reporting date, the assets and liabilities of all
controlled entities have been incorporated into the
consolidated financial statements as well as their
results for the year then ended.
The results of subsidiaries acquired or disposed
of during the year are included in the consolidated
statement of profit or loss and other comprehensive
income from the effective date of acquisition and
up to the effective date of disposal, as appropriate.
The acquisition method of accounting is used to
account for business combinations by the Group.
29
BPH Energy I Annual Report 2023
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2023
the financial statements. No deferred income tax will
be recognised from the initial recognition of an asset
or liability, excluding a business combination, where
there is no effect on accounting or taxable profit
or loss.
Deferred tax is calculated at the tax rates that are
expected to apply to the period when the asset
is realised or liability is settled. Deferred tax is
recognised in the statement of profit or loss and
other comprehensive income except where it relates
to items that may be recognised directly to equity,
in which case the deferred tax is adjusted directly
against equity.
Deferred income tax assets are recognised to the
extent that it is probable that future tax profits will
be available against which deductible temporary
differences or unused tax losses and tax credits
can be utilised.
Deferred tax assets and liabilities are offset when
there is a legally enforceable right to offset current
tax assets and liabilities and when the deferred
tax balances relate to the same taxation authority.
Current tax assets and tax liabilities are offset where
the Company has a legally enforceable right to offset
and intends either to settle on a net basis, or to realise
the asset and settle the liability simultaneously.
The amount of benefits brought to account
or which may be realised in the future is based
on the assumption that no adverse change will occur
in income taxation legislation and the anticipation
that the Company will derive sufficient future
assessable income to enable the benefit to be realised
and comply with the conditions of deductibility
imposed by the law.
Tax incentives
The Company may be entitled to claim special tax
deductions in relation to qualifying expenditure.
As the Company is not in a position to recognise
current income tax payable or current tax expense,
a refundable tax offset will be received in cash and
recognised as rebate revenue in the period the
underlying expenses have been incurred.
Intercompany transactions, balances and unrealised
gains on transactions between Group companies
are eliminated. Unrealised losses are also eliminated
unless the transaction provides evidence of an
impairment of the transferred asset. Accounting
policies of subsidiaries have been changed where
necessary to ensure consistency with the policies
adopted by the Group.
Non-controlling interests in the results and equity of
subsidiaries are shown separately in the consolidated
statement of profit or loss and other comprehensive
income, statement of changes in equity and
statement of financial position respectively.
(ii) Changes in ownership interests
Changes in the Group’s interests in subsidiaries that
do not result in a loss of control are accounted for
as equity transactions. The carrying amounts of the
Group’s interests and the non-controlling interests
are adjusted to reflect the changes in their relative
interests in the subsidiaries. Any difference between
the amount by which the non-controlling interests
are adjusted and the fair value of the consideration
paid or received is recognised directly in equity
and attributed to owners of the Company.
When the Group loses control of a subsidiary, the
profit or loss on disposal is calculated as the difference
between (i) the aggregate of the fair value of the
consideration received and the fair value of any
retained interest and (ii) the previous carrying amount
of the assets (including goodwill), and liabilities of the
subsidiary and any non-controlling interests. Amounts
previously recognised in other comprehensive
income in relation to the subsidiary are accounted for
(i.e. reclassified to profit or loss or transferred directly
to retained earnings) in the same manner as would
be required if the relevant assets or liabilities were
disposed of.
(b) Income Tax
The charge for current income tax expense is
based on the profit for the year adjusted for any
non-assessable or disallowed items. It is calculated
using the tax rates that have been enacted or are
substantially enacted by the statement of financial
position date.
Deferred tax is accounted for using the statement
of financial position liability method in respect of
temporary differences arising between the tax bases
of assets and liabilities and their carrying amounts in
30
HEALTH | TECHNOLOGY | RESOURCES FOR THE YEAR ENDED 30 JUNE 2023
(c) Financial Instruments
Recognition and derecognition
Financial assets and financial liabilities are recognised
when the Group becomes a party to the contractual
provisions of the financial instrument. Financial
assets are derecognised when the contractual rights
to the cash flows from the financial asset expire,
or when the financial asset and substantially all the
risks and rewards are transferred. A financial liability
is derecognised when it is extinguished, discharged,
cancelled or expires.
• The contractual terms of the financial assets
give rise to cash flows that are solely payments
of principal and interest on the principal amount
outstanding.
After initial recognition, these are measured
at amortised cost using the effective interest
method. Discounting is omitted where the
effect of discounting is immaterial. The Group’s
cash and cash equivalents, trade and most
other receivables fall into this category
of financial instruments.
Classification and initial measurement
of financial assets
(ii) Financial assets at fair value through
profit or loss (FVTPL)
Except for those trade receivables that do not contain
a significant financing component and are measured
at the transaction price in accordance with AASB 15,
all financial assets are initially measured at fair value
adjusted for transaction costs (where applicable).
For the purpose of subsequent measurement,
financial assets, other than those designated
and effective as hedging instruments, are classified
into the following categories:
fair value through profit or loss (FVTPL)
• amortised cost
•
• equity instruments at fair value through
other comprehensive income (FVOCI)
• debt instruments at fair value through other
comprehensive income (FVOCI).
All income and expenses relating to financial assets
that are recognised in profit or loss are presented
within finance costs, finance income or other
financial items, except for impairment of trade
receivables which is presented within other expenses.
The classification is determined by both:
-
the entity’s business model for managing
the financial asset, and
the contractual cash flow characteristics
of the financial asset.
-
Subsequent measurement of financial assets
(i) Financial assets at amortised cost
Financial assets are measured at amortised cost
if the assets meet the following conditions (and
are not designated as FVTPL):
• They are held within a business model whose
objective is to hold the financial assets to collect
its contractual cash flows.
Financial assets that are held within a different
business model other than ‘hold to collect’ or
‘hold to collect and sell’ are categorised at fair
value through profit and loss. Further, irrespective
of business model financial assets whose
contractual cash flows are not solely payments
of principal and interest are accounted for at
FVTPL. All derivative financial instruments fall
into this category, except for those designated
and effective as hedging instruments, for which
the hedge accounting requirements apply. The
category also contains an equity investment.
The Group accounts for the investment at FVTPL
and did not make the irrevocable election to
account for the investment in unlisted and listed
equity securities at fair value through other
comprehensive income (FVOCI). The fair value was
determined in line with the requirements of AASB
9, which does not allow for measurement at cost.
Assets in this category are measured at fair value
with gains or losses recognised in profit or loss.
The fair values of financial assets in this category
are determined by reference to active market
transactions or using a valuation technique where
no active market exists.
(iii) Equity instruments at fair value through other
comprehensive income (Equity FVOCI)
Investments in equity instruments that are not
held for trading are eligible for an irrevocable
election at inception to be measured at FVOCI.
Under Equity FVOCI, subsequent movements in
fair value are recognised in other comprehensive
income and are never reclassified to profit or loss.
Dividends from these investments continue to be
recorded as other income within the profit or loss
unless the dividend clearly represents return
31
BPH Energy I Annual Report 2023
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2023
• financial instruments that have deteriorated
significantly in credit quality since initial
recognition and whose credit risk is not low
(‘Level 2’).
•
‘Level 3’ would cover financial assets that have
objective evidence of impairment at the
reporting date.
‘12-month expected credit losses’ are recognised
for the first category while ‘lifetime expected
credit losses’ are recognised for the second category.
Measurement of the expected credit losses is
determined by a probability-weighted estimate
of credit losses over the expected life of the
financial instrument.
Trade and other receivables and contract
assets
The Group makes use of a simplified approach in
accounting for trade and other receivables as well
as contract assets and records the loss allowance as
lifetime expected credit losses. These are the expected
shortfalls in contractual cash flows, considering the
potential for default at any point during the life of the
financial instrument. In calculating, the Group uses its
historical experience, external indicators and forward-
looking information to calculate the expected credit
losses using a provision matrix. The Group assess
impairment of trade receivables on a collective basis
as they possess shared credit risk characteristics they
have been grouped based on the days past due.
Classification and measurement
of financial liabilities
The Group’s financial liabilities include borrowings,
trade and other payables and derivative financial
instruments. Financial liabilities are initially measured
at fair value, and, where applicable, adjusted for
transaction costs unless the Group designated
a financial liability at fair value through profit or loss.
Subsequently, financial liabilities are measured
at amortised cost using the effective interest
method except for derivatives and financial liabilities
designated at FVTPL, which are carried subsequently
at fair value with gains or losses recognised in profit or
loss (other than derivative financial instruments that
are designated and effective as hedging instruments).
of capital. This category includes unlisted
equity securities that were previously classified
as ‘available-for-sale’ under AASB 139. Any gains
or losses recognised in other comprehensive
income (OCI) are not recycled upon derecognition
of the asset.
(iv) Debt instruments at fair value through other
comprehensive income (Debt FVOCI)
Financial assets with contractual cash flows
representing solely payments of principal and
interest and held within a business model of
collecting the contractual cash flows and selling
the assets are accounted for at debt FVOCI.
The Group accounts for financial assets at FVOCI
if the assets meet the following conditions:
•
•
they are held under a business model whose
objective it is to “hold to collect” the associated
cash flows and sell financial assets; and
the contractual terms of the financial assets give
rise to cash flows that are solely payments of
principal and interest on the principal amount
outstanding.
Any gains or losses recognised in other
comprehensive income (OCI) will be recycled
upon derecognition of the asset.
Impairment of financial assets
AASB 9’s impairment requirements use more
forward-looking information to recognise expected
credit losses – the ‘expected credit loss (ECL) model’.
Instruments within the scope of the requirements
included loans and other debt-type financial assets
measured at amortised cost and FVOCI, trade
receivables, contract assets recognised and measured
under AASB 15 and loan commitments and some
financial guarantee contracts (for the issuer) that
are not measured at fair value through profit or loss.
The Group considers a broad range of information
when assessing credit risk and measuring expected
credit losses, including past events, current
conditions, reasonable and supportable forecasts
that affect the expected collectability of the future
cash flows of the instrument.
In applying this forward-looking approach,
distinction is made between:
• financial instruments that have not deteriorated
significantly in credit quality since initial
recognition or that have low credit risk (‘Level 1’)
and
32
HEALTH | TECHNOLOGY | RESOURCES
FOR THE YEAR ENDED 30 JUNE 2023
(d) Employee Benefits
(h) Goods and Services Tax
Provision is made for the Company's liability for
employee benefits arising from services rendered
by employees to balance date. Short term employee
benefits have been measured at the amounts
expected to be paid when the liability is settled, plus
related on-costs. Long term employee benefits have
been measured at the present value of the estimated
future cash outflows to be made for those benefits
using the corporate bond rate.
(e) Provisions
Provisions are recognised when the Group has a legal
or constructive obligation, as a result of past events,
for which it is probable that an outflow of economic
benefits will result and that outflow can be reliably
measured.
(f) Cash and Cash Equivalents
Cash and cash equivalents include cash on hand,
deposits held at call with banks, other short-term
highly liquid investments, and bank overdrafts.
Bank overdrafts are shown within short-term
borrowings in current liabilities on the statement
of financial position.
(g) Revenue and Other Income
Interest revenue is recognised when it is probable
that the economic benefits will flow to the Group
and the amount of revenue can be measured reliably.
Interest revenue is accrued on a timely basis, by
reference to the principal outstanding and at the
effective interest rate applicable.
Dividend revenue is recognised when the right
to receive a dividend has been established.
Revenue from the rendering of a service is recognised
over time as the service is rendered.
All revenue is stated net of the amount of goods
and services tax (“GST”).
Revenues, expenses and assets are recognised net
of the amount of GST, except where the amount
of GST incurred is not recoverable from the Australian
Tax Office. In these circumstances the GST is
recognised as part of the cost of acquisition of the
asset or as part of an item of the expense. Receivables
and payables in the statement of financial position
are shown inclusive of GST. Cash flows are presented
in the cash flow statement on a gross basis, except
for the GST component of investing and financing
activities, which are disclosed as operating cash flows.
(i) Trade and other payables
Liabilities are recognised for amounts to be paid
in the future for goods or services received, whether
or not billed to the consolidated entity. The amounts
are unsecured and are usually paid within 90 days.
Trade and other payables are recognised
at amortised cost.
( j) Earnings / (loss) per share
Basic earnings / (loss) per share (“EPS”) is calculated
as net profit / loss attributable to members, adjusted
to exclude costs of servicing equity (other than
dividends) and preference share dividends, divided
by the weighted average number of ordinary shares,
adjusted for any bonus element. Diluted earnings
/ (loss) per share adjusts the figures used in the
determination of basic earnings / (loss) per share
to take into account the after income tax effect of
interest and other financing costs associated with
dilutive potential ordinary shares, and the weighted
average number of additional ordinary shares
that would have been outstanding assuming the
conversion of all dilutive potential ordinary shares.
(k) Investments in Associates
Associates are all entities over which the Group has
significant influence but not control or joint control,
generally accompanying a shareholding of between
20% and 50% of the voting rights. Investments in
associates are accounted for in the parent entity
financial statements using the cost method and
in the consolidated financial statements using the
equity method of accounting, after initially being
recognised at cost. The equity method of accounting
recognises the Group’s share of post-acquisition
reserves of its associates.
33
BPH Energy I Annual Report 2023 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2023
The Group’s share of its associates’ post-acquisition
profits or losses is recognised in the profit or loss, and
its share of post-acquisition movements in reserves
is recognised in other comprehensive income.
The cumulative post-acquisition movements are
adjusted against the carrying amount
of the investment.
Dividends receivable from associates are recognised
in the parent entity’s statement of profit or loss,
while in the consolidated financial statements they
reduce the carrying amount of the investment.
When the Group’s share of losses in an associate
equals or exceeds its interest in the associate,
including any other unsecured long-term receivables,
the Group does not recognise further losses, unless
it has incurred obligations or made payments
on behalf of the associate.
Unrealised gains on transactions between the Group
and its associates are eliminated to the extent of the
Group’s interest in the associates. Unrealised losses
are also eliminated unless the transaction provides
evidence of an impairment of the asset transferred.
Accounting policies of associates have been changed
where necessary to ensure consistency with the
policies adopted by the Group. Where an investment
is classified as a financial asset in accordance with
AASB 9, at the date significant influence is achieved,
the fair value of the investment needs to be assessed.
Any fair value gains are recognised in accordance with
the treatment the classification the financial asset
as required by AASB 9.
Any excess of the cost of acquisition over the Group’s
share of the net fair value of the identifiable assets,
liabilities and contingent liabilities of the associate
recognised at the date of acquisition is recognised
as goodwill, which is included within the carrying
amount of the investment. Any excess of the Group’s
share of the net fair value of the identifiable assets,
liabilities and contingent liabilities over the cost
of acquisition, after reassessment, is recognised
immediately in profit or loss.
The consolidated entity discontinues the use of the
equity method from the date when the investment
ceases to be an associate or a joint venture, or when
the investment is classified as held for sale. When the
a consolidated entity retains an interest in the former
associate or joint venture and the retained interest
is a financial asset, the consolidated entity measures
the retained interest at fair value at that date and
the fair value is regarded as its fair value on initial
recognition in accordance with AASB 9. The difference
34
between the carrying amount of the associate or
joint venture at the date the equity method was
discontinued, and the fair value of any retained
interest and any proceeds from disposing of a part
interest in the associate or joint venture is included
in the determination of the gains or loss on disposal
of the associate or joint venture. In addition,
the consolidated entity accounts for all amounts
previously recognised other comprehensive income
in relation to that associate or joint venture on the
same basis as would be required if that associate
or joint venture had directly disposed of the related
assets or liabilities. Therefore, if a gain or loss
recognised in other comprehensive income
by that associate or joint venture would be reclassified
to profit or loss on the disposal of the related assets
or liabilities, the consolidated entity reclassifies
the gain or loss from equity to profit or loss
(as a reclassification adjustment) when the equity
method is discontinued.
(l) Share-based payments
The fair value of options granted under the
Company’s Employee Option Plan is recognised as
an employee benefit expense with a corresponding
increase in equity. The fair value is measured at grant
date and recognised over the period during which the
employees become unconditionally entitled to the
options and the fair value of shares and options issued
to consultants is measured at the fair value
of services received.
The fair value at grant date is independently
determined using an appropriate option pricing
model that takes into account the exercise price,
the term of the option, the vesting and performance
criteria, the impact of dilution, the share price at grant
date and expected volatility of the underlying share,
the expected dividend yield and risk free interest
rate for the term of the option.
The fair value of the options granted excludes
the impact of any non-market vesting conditions
(for example, profitability and sales growth targets).
Non-market vesting conditions are included in
assumptions about the number of options that
are expected to vest. At each statement of financial
position date, the entity revises its estimate of the
number of options that are expected to vest.
The employee benefit expense recognised each
period takes into account the most recent estimate.
Upon the exercise of options, the balance of the
share-based payments reserve relating to those
options is transferred to share capital.
HEALTH | TECHNOLOGY | RESOURCES FOR THE YEAR ENDED 30 JUNE 2023
(m) Segment reporting
Operating segments are reported in a manner
consistent with the internal reporting provided
to the chief operating decision maker, the directors
(see Note 24).
(n) Application of New and Revised
Accounting Standards
Standards and Interpretations applicable
to 30 June 2023
In the year ended 30 June 2023, the Directors have
reviewed all of the new and revised Standards and
Interpretations issued by the AASB that are relevant
to the consolidated entity and effective for the current
reporting period beginning on or after 1 July 2022.
The Directors have determined that there is no
material impact of the other new and revised
Standards and Interpretations on the consolidated
entity and therefore, no material change is necessary
to group accounting policies.
Standards and Interpretations in issue
not yet adopted
The Directors have reviewed all of the new and
revised Standards and Interpretations in issue not yet
adopted for the year ended 30 June 2023. As a result
of this review the Directors have determined that
there is no material impact of the new and revised
Standards and Interpretations on the consolidated
entity and, therefore, no change is necessary to the
consolidated entity’s accounting policies.
(o) Critical accounting estimates
and judgments
The directors evaluate estimates and judgments
incorporated into the financial report based on
historical knowledge and best available current
information. Estimates assume a reasonable
expectation of future events and are based
on current trends and economic data, obtained
both externally and within the Group.
Key judgements - Provision for impairment
of loan receivables
Included in the accounts of the consolidated entity
are loan receivables of $Nil (2022: $ Nil) net of
expected credit loss provisions of $1,627,279 (2022:
$1,536,788). The Company recognised an expected
credit loss of $90,493 in the reporting period (2022:
loss of $88,375).
Key judgements - Investment in Advent
Energy Ltd (“Advent”)
The investment in Advent is equity accounted,
refer to Note 11. During the period the Company
recognised its share of the loss of the associate
of $173,496 (2022: $388,521).
Key estimates - Investment in Molecular
Discovery Systems
The investment in Molecular Discovery Systems
Limited is equity accounted, refer to Note 11.
During the period the Company recognised its share
of the loss of the associate of $18,916 (2022: $16,975).
The Company also recognised an impairment reversal
of $18,916 (2022: reversal of $16,975) such that the
investment in Molecular Discovery Systems is fully
impaired at period end.
Key estimates - Investment in Cortical
Dynamics Limited (“Cortical”)
The investment in Cortical is carried at fair value,
refer to Note 10. During the period the Company’s
investment in Cortical was revalued to 20 cents per
share based on the price of the most recent third
party share issue by Cortical.
Key estimates - Investment in Clean Hydrogen
Technologies Corp. (“Clean Hydrogen
Technologies”)
The investment in Clean Hydrogen Technologies
is carried at fair value, refer to Note 10.
Critical Accounting Estimates – carrying value
of investment in MEC Resources Limited (MEC)
The investment in MEC is recorded at a carrying value
of $22,222 (refer Note 10), being the last traded price
of $0.004 per share prior to MEC’s suspension from
ASX on 17 January 2020. MEC announced to ASX on
21 June 2021 that “Should Advent be successful in the
extension of its PEP11 oil and gas exploration lease
and MEC be successful in its appeal to reinstate its
status as a PDF (Pooled Development Fund), ASX
could consider conditions for reinstatement on the
basis of continuation of MEC’s existing business”. MEC
has now met the first of these ASX preconditions.
35
BPH Energy I Annual Report 2023 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2023
2. Revenue
Revenue
Interest revenue: other entities
Interest revenue : cash accounts
Other Income
Sub-underwriting fee
3. Expenses Included in Profit / (Loss) for the Year
Impairment reversal
Molecular Discovery Systems Limited
Consolidated
2023
$
2022
$
252,729
51,325
304,054
-
-
153,730
972
154,702
68,143
68,143
18,916
18,916
16,975
16,975
4. Fair Value Gain
Fair value gain on unlisted investments at fair value through profit or loss:
Cortical Dynamics Limited
2,433,227
2,433,227
-
-
5. Earnings / (Loss) per Share
Total profit / (loss) attributable to ordinary equity holders of the Company
Profit / (loss) used in the calculation of basic and diluted earnings / (loss)
per share
853,426
853,426
(1,078,448)
(1,078,448)
Earnings / (loss) per share (cents per share):
From continuing operations
0.10
(0.16)
Total basic and diluted earnings / (loss) per share
0.10
(0.16)
Weighted average number of ordinary shares outstanding during
the year used in calculating basic earnings / (loss) per share
Weighted average number of ordinary shares used in calculating
diluted earnings / (loss) per share
839,578,056
664,926,585
840,778,056
664,926,585
36
HEALTH | TECHNOLOGY | RESOURCES FOR THE YEAR ENDED 30 JUNE 2023
6. Key Management Personnel Compensation
Names and positions held of key management personnel in office at any time during the financial year are:
D Breeze
C Maling
A Huston
- Executive Chairman and Managing Director
- Non Executive Director
- Non Executive Director
Short term employee benefits
Consulting fee
Share based payments
Consolidated
2022
$
100,000
113,000
-
213,000
2023
$
100,000
98,000
201,551
399,551
Included in trade and other payables is current director and consulting fee accruals of $685,107
(30 June 2022: $639,419).
Director
David Breeze
Charles Maling
Tony Huston
Balance owing at 30 June 2023
Amount owing 30
June 2023 $
603,037
51,175
30,895
685,107
Key management personnel remuneration has been included in the Remuneration Report section of the
Directors’ Report.
7. Auditors’ Remuneration
Remuneration of the auditor of the parent entity for:
- auditing or reviewing the financial reports
HLB Mann Judd (WA Partnership)
Consolidated
2023
$
2022
$
46,612
43,143
37
BPH Energy I Annual Report 2023
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2023
8. Cash and Cash Equivalents
Cash at Bank and in hand
Cash at bank earns interest at variable rates
9. Trade and other Receivables
Current
Other receivables - unrelated
Other receivables - related
10. Financial Assets
Secured loans to other entities
Unsecured loans to other entities (b)
Unsecured loans to other entities
Investments in listed entities: (Level 1)
Non - current
Unsecured loans to other entities: (refer Note 11) (b)
Investments in unlisted entities - (Level 2)
Investments in unlisted entities - (Level 3)
Loan receivables are stated net of the following provisions:
Molecular Discovery Systems Limited (MDS) (a)
Gross receivable
Less provision for impairment
Consolidated
2023
$
2022
$
5,614,184
2,894,998
5,614,184
2,894,998
61,389
3,423
64,812
36,356
-
36,356
131,063
100,352
1,080,242
34,101
22,222
1,267,628
-
-
22,222
122,574
1,998,986
4,137,588
6,488,606
4,055,379
1,144,492
-
9,632,084
8,192,967
1,627,279
1,536,788
(1,627,279)
(1,536,788)
-
-
(a) The Company has an unsecured loan with MDS for $706,700 as well as a convertible loan agreement with MDS at an interest
rate of 8.83% per annum. The convertible loan is for a maximum capital amount of $500,000 and is to be used for short term
working capital requirements. Subject to MDS being admitted to the Official List of ASX (“Official List”), BPH Energy has a right
of conversion to satisfy the debt on or before the termination date, being 26 January 2025. As at reporting date this loan had been
drawn down by an amount of $920,579, including capitalised interest (2022: $843,588). Interest charged on the loan for the period
was $76,991 (2022: $70,618) which has been recognised as an expected credit loss for the year in the Statement of Profit or Loss
and Other Comprehensive Income.
(b) These loans are repayable within 24 months of each drawdown date and accrue interest at 5.1% per annum.
38
HEALTH | TECHNOLOGY | RESOURCES FOR THE YEAR ENDED 30 JUNE 2023
11. Investments Accounted for Using the Equity Method
Investments in associates are accounted for in the consolidated financial statements using
the equity method of accounting.
Name of Entity
Country of
Incorporation
Molecular Discovery Systems
Limited
Australia
Ownership Interest
Principal Activity
%
2023
20%
2022
20%
Biomedical Research
Advent Energy Limited
Australia
35.8%
36.1%
Oil and Gas Exploration
Shares in Associates
Advent Energy Limited (i)
Molecular Discovery Systems Limited (ii)
Molecular Discovery Systems Limited
Impairment provision (ii)
Consolidated
2023
$
2022
$
3,768,206
3,941,702
367,107
386,023
(367,107)
(386,023)
3,768,206
3,941,702
Consolidated
Advent
MDS
30 June 2023
$
30 June 2022
$
30 June 2023
$
30 June 2022
$
Revenue
15,919
16,613
-
-
(Loss) for the period
(480,442)
(1,125,436)
(94,581)
(84,876)
Other comprehensive income for
the period
Total comprehensive (loss) for the
period
-
-
-
-
(480,442)
(1,125,436)
(94,581)
(84,876)
Current assets
Non-current assets
Current liabilities
Non-current liabilities
Net assets / (liabilities)
Advent
MDS
30 June 2023
$
30 June 2022
$
30 June 2023
$
30 June 2022
$
2,026,128
3,047,467
16,822,221
17,545,977
(1,250,522)
(563,721)
(7,206,039)
(9,225,890)
384
-
(959,430)
(930,042)
2,942
-
(944,398)
(853,051)
10,391,788
10,803,833
(1,889,088)
(1,794,507)
39
BPH Energy I Annual Report 2023 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2023
Share of the group’s ownership
interest in associate
Other adjustments
Carrying value of the group’s
interest in associate
Opening balance
Additional investment
Impairment reversal
Share of associates loss
Closing balance
Consolidated
Advent
MDS
30 June 2023
$
30 June 2022
$
30 June 2023
$
30 June 2022
$
3,768,206
3,941,702
-
-
(377,818)
(377,818)
(358,901)
(358,901)
3,768,206
3,941,702
3,941,702
-
-
(173,496)
3,768,206
2,058,773
2,271,450
-
(388,521)
3,941,702
-
-
-
18,916
(18,916)
-
-
-
-
16,975
(16,975)
-
(i) Advent Energy Limited – PEP11
In February 2023 the resolution of the Federal Court Proceedings (WAD106/2022) between Asset and the
Respondents (being the Commonwealth Minister for Resources et al) was announced. The proceedings involved
the decision made on 26 March 2022 by the Commonwealth - New South Wales Offshore Petroleum Joint
Authority (“Joint Authority”) to refuse Asset Energy’s Application (as PEP 11 Joint Venture operator) for a variation
and suspension of the conditions to which PEP 11 is subject and a related refusal to grant an extension of term.
The presiding Judge Justice Jackson agreed with the consent position reached by the parties, quashed the
decision and concluded that the decision of the Joint Authority was affected by apprehended bias. This was
because a fair-minded observer would have reasonably apprehended that the former Prime Minister of Australia,
the Hon Scott Morrison MP, as a member of the Joint Authority, did not bring a fair mind to determine Asset
Energy’s application. Advent has provided further information in April and June 2023 to the National Offshore
Petroleum Titles Administrator (NOPTA) in response to requests for updated information subsequent to the
decision in the Federal Court proceedings detailed above.
Advent now has two continuing applications with NOPTA for suspension and extension of the PEP11 permit,
the first lodged in December 2019 and the second in January 2021. The first application was on the basis of Force
Majeure and is the only application which is the subject of the NOPTA notice. The second was under COVID
and was accepted but not dealt with pending an outcome on the first application made in December 2019.
Asset Energy continues to progress the joint venture’s applications for the variation and suspension of work
program conditions and related extension of PEP-11. While the applications for the variation and suspension
of work program conditions and related extension of PEP-11 are being considered, Asset is investigating the
availability of a mobile offshore drilling unit to drill the proposed Seablue-1 well on the Baleen prospect which
would take approximately thirty-five days to complete. Asset is in communication with drilling contractors and
other operators who have recently contracted rigs for work in the Australian offshore beginning in the first half
of 2024. Work continues progressing the permit commitment including well planning. A draft of the
environmental plan has been received and is being reviewed.
40
HEALTH | TECHNOLOGY | RESOURCES FOR THE YEAR ENDED 30 JUNE 2023
The directors have confidence that a suitable outcome will be achieved however there is no certainty at this stage
that the application will be successful and / or of further funding being made available. If Asset Energy loses its
right of tenure in respect of PEP 11 then book value of capitalised exploration and evaluation expenditure of $14.49
million will need to be written off to the Statement of Profit or Loss and Other Comprehensive Income.
In the meantime, PEP 11 continues in force and the Joint Venture is in compliance with the contractual terms
of PEP 11 with respect to such matters as reporting, payment of rents and the various provisions of the Offshore
Petroleum and Greenhouse Gas Storage Act 2006.
The above conditions indicate a material uncertainty that may affect the ability of Advent to realise the carrying
value of the exploration assets in the ordinary course of business and may affect the ability of the Company to
realise the carrying value of its loan receivables and its investment in Advent in the ordinary course of business.
(ii) Molecular Discovery Systems Limited
The carrying value of Molecular Discovery Systems Limited is fully impaired. The Molecular Discovery Systems
Limited 30 June 2023 financial statements are still in the process of being audited.
Consolidated
2023
$
2022
$
12. Income Tax Expenses
(a) The prima facie tax on the profit / (loss) from operations before income tax
is reconciled to the income tax as follows:
Accounting profit / (loss) before tax
852,332
(1,078,581)
Prima facie expense / (benefit) on the profit / (loss) from operations before
income tax at 30% (2022: 30%)
Add tax effect of amounts not deductible in calculating taxable income
Tax effect of revenue losses and temporary differences not rbrought to account
Income tax expense
(b) Tax losses
255,700
(323,574)
(617,454)
361,754
-
116,556
207,018
-
Unused tax losses for which no deferred tax asset has been recognised
14,071,144
12,535,257
Potential tax benefit at 30% (2022: 30%)
4,221,343
3,760,577
41
BPH Energy I Annual Report 2023
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2023
13. Trade and Other Payables
Current
Trade payables - unrelated
Other payables and accrued expenses - unrelated
Related party payables
Trade payables are non-interest bearing and normally settled within 40 days
14. Financial Liabilities
Current
Borrowings – unsecured – related – interest free
Consolidated
2023 ($)
2022 ($)
187,944
23,559
685,107
896,610
8,811
155,703
639,419
803,933
88,265
88,265
104,817
104,817
Consolidated
2023
$
2022
$
15. Issued Capital
930,235,499 (2022: 664,948,251) fully paid ordinary shares
61,833,062
58,844,602
(a) Ordinary Shares
Consolidated
Consolidated
2023
$
2022
$
2023
Number
2022
Number
At the beginning of reporting period
58,844,602
58,843,159
664,948,251
664,919,389
Shares issued for cash
Share issue costs – cash
Share issue costs – share-based payments
Loss on shares issued in extinguishment
of debt – share-based payments
Shares and share options issued
in extinguishment of debt
4,061,696
(477,447)
(592,506)
11,456
35,261
1,443
262,423,244
28,862
-
-
-
-
-
-
-
2,864,004
-
-
-
-
At the end of reporting period
61,883,062
58,843,159
930,235,499
664,948,251
Fully paid ordinary shares do not have a par value, have one vote per share, and carry the right to dividends.
The market price of the Company's ordinary shares at 30 June 2023 on ASX was 2.3 cents per share.
(b) Options
Refer to Note 25 for the movement of options on issue during the financial year. The holders of options
do not have the right, by virtue of the option, to participate in any share issue or interest issue of any other body
corporate or registered scheme.
42
HEALTH | TECHNOLOGY | RESOURCES FOR THE YEAR ENDED 30 JUNE 2023
(c) Capital risk management
The Group’s and the parent entity’s objectives when managing capital are to safeguard their ability to continue as
a going concern, so that they may continue to provide returns for shareholders and benefits for other stakeholders.
The focus of the Group’s capital risk management is the current working capital position against the requirements
of the Group to meet corporate overheads. The strategy is to ensure appropriate liquidity is maintained to meet
anticipated operating requirements, with a view to initiating appropriate capital raisings as required. The working
capital position of the Group at 30 June 2023 and 30 June 2022 is as follows:
Cash and cash equivalents
Trade receivables and financial assets
Prepayments
Trade payables and financial liabilities
Net working capital position
Consolidated
2023
$
2022
$
5,614,184
2,894,998
1,332,440
158,930
50,000
-
(984,875)
(908,750)
6,011,749
2,145,178
Refer to Note 1 for further details of the Group’s financial position and plans to manage the working capital deficit
at 30 June 2023.
16. Reserves
Option premium reserve (a)
Share based payments reserve (b)
(a) Option premium reserve
The option premium reserve records items recognised on the issue of
options for capital raising purposes.
At the beginning of reporting period
Loyalty options issued to settle debt
Loyalty options issued for cash
At the end of reporting period
Consolidated
2023
$
2022
$
438,799
1,888,272
2,327,071
1,105,671
1,105,671
-
35,257
403,542
438,799
-
-
-
-
The Company undertook a Loyalty Option issue of one (1) option for every eight (8) shares held (“Loyalty Options”)
with an offer closing date of 10 May 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, raised $438,799 from the issue
of 109,699,865 Loyalty Options in May and June 2023, of which $403,542 was received in cash and $35,257 set off
against liabilities for director fees.
43
BPH Energy I Annual Report 2023 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2023
(b) Share based payments reserve
The share based payments reserve records
the valuation of share options issued as share based payments.
At the beginning of reporting period
Share based payments expense
Capital raising costs
At the end of reporting period
17. Controlled Entities
Name of Entity
Principal Activity
Consolidated
2023
$
2022
$
1,105,671
190,095
592,506
1,105,671
-
-
1,888,272
1,105,671
Country of
Incorporation
Ownership Interest
%
2023
2022
Parent Entity
BPH Energy Ltd
Subsidiaries
Diagnostic Array Systems Pty Ltd
Investment
Australia
BioMedical Research
Australia
51.82
51.82
Balances and transactions between the Company and its subsidiaries, which are related parties of the Company,
have been eliminated on consolidation and are not disclosed in this note.
BPH owns a 51.82% equity interest in Diagnostic Array Systems Pty Ltd (“DAS”) and consequentially controls more
than half of the voting power of those shares. Mr David Breeze is the Chairman of both entities. BPH therefore
has control over the financial and operating policies of DAS. DAS is controlled by BPH and is consolidated
in these financial statements. DAS’s loss for the year was $2,270 (2022: loss of $276) of which $1,094 (2022: $133)
is attributable to minority interests. DAS’s total assets at year-end were $332 (2022: $202), total liabilities $369,231
(2022: $366,831), and net equity negative $368,900 (2022: negative net equity $366,629).
44
HEALTH | TECHNOLOGY | RESOURCES FOR THE YEAR ENDED 30 JUNE 2023
18. Cash Flow Information
(a) Reconciliation of cash flow from operations with loss after income tax:
Operating profit / (loss) after income tax
852,332
(1,078,581)
Consolidated
2023
$
2022
$
Non-cash items:
Fair value gain
Impairment reversed
Interest revenue on loans
Share-based payments
Consulting fees satisfied by share issue of associate
Expected credit loss
Share of associates’ losses
Foreign exchange gain
Changes in net assets and liabilities
(Increase) in other assets
(Increase) in trade and other receivables
Increase / (decrease) in trade payables and accruals
Net cash (used in) operating activities
(2,433,227)
(18,916)
(106,576)
201,552
105,000
90,493
192,412
(387)
-
(16,975)
(153,730)
-
-
88,375
405,496
-
(50,000)
(28,456)
(20,000)
(20,069)
145,191
(226,640)
(1,050,582)
(1,022,124)
(b) Reconciliation of cash
Cash at the end of the financial year as shown in the statement
of cashflows is reconciled to items in the statement of financial position
as follows:
Cash and cash equivalents
5,614,184
2,894,998
(c) Changes in liabilities arising from financing activities – unsecured borrowings
At the beginning of reporting period
Repayment of loan
At the end of reporting period
104,817
(16,552)
88,265
104,817
-
104,817
45
BPH Energy I Annual Report 2023
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2023
19. Subsequent Events
There are no other matters or circumstances that have arisen since the end of the financial year other
than outlined elsewhere in this financial report that have significantly affected, or may significantly affect,
the operations of the consolidated entity, the results of those operations, or the state of affairs of the consolidated
entity in future financial years.
20. Financial Risk Management
a) Financial Risk Management
The Group’s financial instruments consist mainly of deposits with banks, investments, accounts receivable
and payable, and loans to and from third parties. The main purpose of non-derivative financial instruments
is to raise finance for Group operations policies.
The main risks the Group is exposed to through its financial instruments are interest rate risk, liquidity risk,
credit risk and equity price risk.
Interest rate risk
Interest rate risk is managed with a mixture of fixed and floating rate financial assets. The Group’s financial
liabilities are currently not exposed to interest rate risk as the Group has no interest bearing financial liabilities.
Liquidity risk
The Group manages liquidity risk by maintaining adequate reserves, by continuously monitoring forecast
and actual cash flows.
Credit risk
The maximum exposure to credit risk, excluding the value of any collateral or other security, at balance date
to recognised financial assets, is the carrying amount, net of any provisions for impairment of those assets,
as disclosed in the statement of financial position and notes to the financial statements.
Equity price risk
The Group is exposed to equity price risk through its shareholdings in publicly listed entities. Material investments
are managed on an individual basis.
Foreign currency risk
The Group is not exposed to any material risks in relation to fluctuations in foreign exchange rates.
46
HEALTH | TECHNOLOGY | RESOURCES
FOR THE YEAR ENDED 30 JUNE 2023
b) Financial Instruments
Interest rate risk
The Group’s exposure to interest rate risk, which is the risk that a financial instrument’s value will fluctuate
as a result of changes in market interest rates and the effective weighted average interest rates on classes
of financial assets and financial liabilities with floating rates, based on contractual maturities, is as follows:
Weighted
Effective
Interest
Rate
%
Floating
Interest
Rate
$
Fixed
Interest
Rate
1 Year
or less
Fixed
Interest
Rate
1 to 5 Years
Non-
Interest
Bearing
$
Total
$
5,614,184
-
-
-
-
-
-
-
5,614,184
64,812
64,812
1,243,433
1,998,986
7,657,293
10,899,712
5,614,184
1,243,433
1,998,986
7,722,105
16,578,708
2023 Consolidated
Assets
Cash and cash equivalents
Trade and other receivables
Financial assets
Liabilities
Trade and other payables
Financial liabilities
1.09
-
5.20
-
-
-
-
-
-
-
-
-
-
-
-
-
896,610
88,265
896,610
88,265
984,875
984,875
Fixed
Interest
Rate
1 to 5 Years
Non-
Interest
Bearing
$
Total
$
-
-
-
2,894,998
36,356
36,356
100,352
100,352
4,137,588
4,077,601
8,315,541
4,137,588
4,113,957
11,246,895
Weighted
Effective
Interest
Rate
%
Floating
Interest
Rate
$
Fixed
Interest
Rate
1 Year
or less
2022 Consolidated
Assets
Cash and cash equivalents
Trade and other receivables
Financial assets
0.01
-
5.10
2,894,998
-
-
2,894,998
Liabilities
Trade and other payables
Financial liabilities
-
-
-
-
-
-
-
-
-
803,933
104,817
803,933
104,817
908,750
908,750
47
BPH Energy I Annual Report 2023 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2023
Fair Values
The fair values of:
•
Term receivables are determined by discounting the cash flows, at the market interest rates
of similar securities, to their present value.
• Other loans and amounts due are determined by discounting the cash flows, at market interest rates
•
of similar borrowings to their present value.
For unlisted investments where there is no organised financial market, the fair value has been based
on valuation techniques incorporating non-market data.
No financial assets and financial liabilities are readily traded on organised markets in standardised form.
Consolidated 2023
Consolidated 2022
Carrying
Amount
$
Fair Value
$
Carrying
Amount
$
Fair Value
$
Financial Assets
Investment in unlisted entities
7,633,098
7,633,098
4,055,379
4,055,379
Investment in listed entities
22,222
22,222
22,222
22,222
Financial assets and trade and other receivables
3,309,204
3,309,204
4,274,296
4,274,296
10,964,524
10,964,524
8,351,897
8,351,897
Financial Liabilities
Other loans and amounts due
Trade and other payables
88,265
896,610
984,875
88,265
896,610
984,875
104,817
803,933
104,817
803,933
908,750
908,750
Sensitivity Analysis – Interest Rate Risk
The Group has performed a sensitivity analysis relating to its exposure to interest rate risk at balance date.
This sensitivity analysis demonstrates the effect on the current year results and equity which could result
from a change in these risks. The effect on profit and equity as a result of changes in the variable interest rate,
with all other variables remaining constant would be as follows:
Consolidated
2022
$
29,238
(288)
2023
$
47,215
(23,507)
Change in profit (loss)
- Increase in interest rate 1%
- Decrease in interest rate by 0.5%
48
HEALTH | TECHNOLOGY | RESOURCES FOR THE YEAR ENDED 30 JUNE 2023
Liquidity risk
The Group manages liquidity risk by maintaining adequate reserves and borrowing facilities, by continuously
monitoring forecast and actual cash flows, and by matching the maturity profiles of financial assets and liabilities.
Liquidity is the risk that the Company will encounter difficulty in meeting the obligations associated
with its financial liabilities that are settled by delivering cash or another financial asset.
The following are the contractual maturities at the end of the reporting period of consolidated financial liabilities.
30 June 2023
Financial liabilities
Trade and other payables
Unsecured loans
30 June 2023
Financial liabilities
Trade and other payables
Unsecured loans
Contractual cash flows
Carrying
amount
$
Total
$
2 mths
or less
$
2-12 mths
$
896,610
88,265
896,610
88,265
151,631
744,979
-
88,265
984,875
984,875
151,631
833,244
Contractual cash flows
Carrying
amount
$
Total
$
2 mths
or less
$
2-12 mths
$
803,933
104,817
803,933
104,817
8,809
-
908,750
908,750
8,809
795,124
104,817
899,941
49
BPH Energy I Annual Report 2023
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2023
(c) Fair value measurements recognised in the statement of financial position
The following table provides an analysis of financial instruments that are measured subsequent to initial
recognition at fair value, grouped into levels 1 to 3 based on the degree to which the fair value is observable.
•
•
•
Level 1 fair value measurements are those derived from quoted prices (unadjusted)
in active markets for identical assets or liabilities.
Level 2 fair value measurements are those derived from inputs other than quoted prices included within Level 1
that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).
Level 3 fair value measurements are those derived from valuation techniques that include inputs for the asset
or liability that are not based on observable market data (unobservable inputs).
There were no transfers between the levels for recurring fair value measurements during the year.
Specific valuation techniques used to value financial instruments include (i) for unlisted investments where there
is no organised financial market, the fair value has been based on valuation techniques incorporating non-market
data prepared by independent valuers.
30 June 2023
Financial assets at fair value through profit and loss
- Investments in unlisted entities
- Investments in listed entities
Total
30 June 2022
Financial assets at fair value through profit and loss
- Investments in unlisted entities
- Investments in listed entities
Total
Reconciliation of fair value measurements of financial assets:
$
Level 1
$
Level 2
$
Level 3
$
Total
-
6,488,606
1,144,492
7,633,098
22,222
22,222
-
-
22,222
6,488,606
1,144,492
7,655,320
$
Level 1
$
Level 2
$
Level 3
$
Total
-
4,055,379
22,222
22,222
-
4,055,379
-
-
-
4,055,379
22,222
4,077,601
2023 ($)
Level 1
2023 ($)
Level 2
2023 ($)
Level 3
Opening balance
Fair value gain on unlisted investment
Acquisition of investments
Closing balance
Opening balance
Acquisition of investments
Closing balance
50
-
-
22,222
4,055,379
2,433,227
-
-
-
1,144,492
22,222
6,488,606
1,144,492
2022 ($)
Level 1
2022 ($)
Level 2
2022 ($)
Level 3
22,222
3,685,379
-
370,000
22,222
4,055,379
-
-
-
HEALTH | TECHNOLOGY | RESOURCES
FOR THE YEAR ENDED 30 JUNE 2023
21. Related Party Transactions
(a) Equity interests in controlled entities
The % of ordinary shares held in controlled entities is disclosed in Note 17 to the financial statements.
(b) Directors’ remuneration
Details of directors’ remuneration and retirement benefits are located in the Directors Report and Note 6.
The Company has an agreement with Trandcorp Pty Limited on normal commercial terms procuring the services
of David Breeze to provide product development services for $98,000 (2022: $98,000), included as part of his fees
in the Remuneration Report. Refer to the Remuneration Report in the Directors’ Report for shares and options
issued to directors.
(c) Receivables, payables and transactions with associates
Molecular Discovery Systems Limited (“MDS”) is a related party of the Company. Refer to Notes 10 and 11 for the
Company’s loan receivable and investment. During the period the Company charged MDS $76,991 (2022: $70,618)
in loan interest on a convertible loan with a balance of $920,579 at year end (2022: $843,586). The Company
has raised a provision against the full amount of this loan. In addition, a loan receivable exists between the
consolidated entity and MDS of $706,700 (2022: $693,200). The Company lent MDS $13,500 during the year.
The loan is unsecured, non-interest bearing and repayable on demand. The Company has raised an expected
credit loss provision against this loan. The Company recognised an impairment reversal of $18,916 (2022: reversal
of $16,975) in respect the carrying value of its investment in MDS.
The Company charged associate Advent Energy Limited, a company of which Mr Breeze is a director, $165,369 loan
interest during the period (2022: $80,242). Advent paid the Company $146,152 loan interest during the period (2022:
$Nil). The Company was repaid a net loan of $614,345 by the Advent group during the period (2022: provided a net
loan of $3,502,620). At balance date the Company was owed $3,079,228 by Advent (2022: $4,137,588). Refer to Notes
10 and 11 for the Company’s investment and loan receivables. Interest on loans has been charged at 5.1%.
The Company entered an agreement with associate Advent Energy Limited during the year whereby $105,000
in fees owed to a Company consultant would be satisfied by the issue of Advent shares, with settlement being
recognised through the BPH / Advent loan account.
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 $1,000,000 USD (“Cash Consideration”)
(8% BPH and 2 % Advent) under a Loan Conversion Agreement dated 25 July 2022 following the payment of
US$535,996 by the Purchasers, which was net of loans, accrued interest and deposits owed to the Purchasers by
Clean Hydrogen. As part of this settlement there was a set off of $358,232 through the BPH / Advent loan account.
(d) Other Interests
Refer to Note 10 for the Company’s investment in Cortical Dynamics Limited. The Company invested $Nil
(2022: $370,000) in Cortical during the year.
51
BPH Energy I Annual Report 2023 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2023
(e) Director related entities
Grandbridge Limited (“Grandbridge”) has a common Managing Director, Mr David Breeze, and is therefore
a related party of the Company. During the period Grandbridge charged the Company $128,640 in administration
and service fees (2022: $128,640). At balance date a $86,291 loan (2022: $104,817) was payable to Grandbridge.
The Company repaid Grandbridge $16,552 during the period. Grandbridge subscribed for 151,832 shares in the
Company’s September 2022 Rights Issue at $0.013 per share. The subscription funds of $1,974 were settled
through the BPH / Grandbridge loan account.
The Company has a $3,423 receivable owing by Grandbridge as at 30 June 2023, refer Note 9.
The Company charged Grandbridge’s 100% subsidiary, Grandbridge Securities Limited $Nil (2022: $68,143)
in respect of sub-underwriting fees relating to BPH’s investment in Advent.
MEC Resources Limited has a common Managing Director, Mr David Breeze, and is therefore a related party
of the Company. During the period BPH loaned MEC $52,470 (2022: $97,482) and charged MEC $10,369 (2022:
$2,870) in interest. At balance date $163,191 (2022: $100,352) was payable by MEC to the Company, classified
as a current asset.
The directors participated in the September 2022 Rights Issue with an associated free attaching option, satisfying
Options –
share based
payments
($)
Shares –
share based
payments
($)
Shares
- debt
settlement
($)
Options
Issued
Shares
Issued
Director
David Breeze1
Charles Maling
Tony Huston
Total
2,298,110
$29,875
$9,192
2,298,110
202,891
363,003
$2,638
$4,719
$812
$1,452
202,891
363,003
$16,104
$1,422
$2,544
2,864,004
$37,232
$11,456
2,864,004
$20,070
1 These include securities held by Grandbridge Limited, a Company of which Mr Breeze is Managing Director, with a shares debt settlement by Grandbridge
of $1,974 and shares / options share based payments of $1,671.
The Rights Issue shares were issued at $0.013 per share with a free attaching option with an exercise price of $0.03
per option and an expiry date of 30 September 2024. The share price at the date of settlement was $0.017.
The Directors participated in the February 2023 Loyalty Options Issue satisfying the consideration
by means of the following debt settlement against directors’ fees owing:
Director
David Breeze
Charles Maling
Tony Huston
Total
Options Issued
Options - debt
settlement ($)
Options – share based
payments ($)
6,975,400
659,393
1,179,759
8,814,552
$27,900
$2,638
$4,719
$35,257
$64,485
$6,096
$10,906
$81,487
The Loyalty Options were issued at $0.004 per option with an exercise price of $0.03 per option and an expiry
date of 30 September 2024.
52
HEALTH | TECHNOLOGY | RESOURCES FOR THE YEAR ENDED 30 JUNE 2023
Director David Breeze participated in the February 2023 Incentive Options Issue which were issued
for nil consideration:
Director
David Breeze
Options
Issued
Options -
share based
payments
15,000,000
$88,538
The Incentive Options have an exercise price of $0.03 per option and an expiry date of 30 September 2024.
Other than the above, and director remuneration, there have been no material related party transactions
during the period.
22. Commitments and Contingencies
At reporting date there are no capital commitments or contingencies other than those of Advent Energy Limited,
an entity in which the Company currently has a 35.8% direct interest as disclosed in Note 11.
23. Share-Based Payments
The following share-based payment arrangements (options) existed at 30 June 2023:
Total number
Grant Date
Exercise price
Fair value
at grant
date
Expiry date
1,200,000
November 2019
100,462,9302
August 2022 to May 2023
$0.02
$0.03
$0.00051
30 November 2024
$0.0078
30 September 2024
101,762,930
1. Pre April 2020 share consolidation
2. Consisting of 26,678,556 held by directors and their related entities, and 73,784,374 issued to brokers for services provided
Included under share-based payments in the profit and loss is $201,551 (2022: $Nil) of which $190,095 (2022: $Nil)
relates to share options and $11,456 (2022: $Nil) relates to fully paid ordinary shares.
The Company issued Everblu Capital Limited (“Everblu”) 38,461,538 Broker Options and 22,164,942 Broker Options
as part of their fees for the August 2022 and October 2022 share placements respectively. The options were valued
with a Black and Scholes option pricing model at the date the services were engaged and the August 2022
Broker Options had a fair value of $269,525 and the October 2022 Broker Options had a fair value of $221,469.
The Company issued Everblu 9,210,526 Broker Options and 62 Capital Limited 3,947,368 Broker Options as part
of their fees for the May 2023 share placement. The options were valued with a Black and Scholes option pricing
model at the date the services were engaged and the August 2022 Broker Options had a fair value of $101,513.
The Broker Options have an exercise price of $0.03 each and an expiry date of 30 September 2024.
As part of the September 2022 Rights Issue, the Company issued the directors and their related parties 2,864,004
shares for $0.013 each and 2,864,004 free attaching share options exercisable at $0.03 each, expiring 30 September
2024. The consideration was satisfied by means of a debt settlement against amounts owing of $37,232 (including
shares issued to Grandbridge Limited). The shares were valued using the market value at the date of settlement
and had a fair value of $48,688, resulting in a loss on settlement of $11,456. The options were valued with a Black
and Scholes option pricing model with a fair value of $20,070.
53
BPH Energy I Annual Report 2023
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2023
As part of the February 2023 Loyalty Options Issue, the Company issued the directors 8,814,552 share options with
a subscription price of $0.004 per option and exercisable at $0.03 each, expiring 30 September 2024. The Directors
satisfied the consideration by means of a debt settlement against directors’ fees owing of $35,257. The options
were valued with a Black and Scholes option pricing model with a fair value of $81,487.
Director David Breeze was issued 15,000,000 Incentive Options in February 2023 subsequent to shareholder
approval at the Company’s November 2022 Annual General Meeting. The options were valued with a Black
and Scholes option pricing model with a fair value of $88,538.
The share based payments can be summarised as follows:
Share based payments expense – profit or loss
Loss on shares issued in extinguishment of debt
Director rights issue options
Director loyalty options issued in extinguishment of debt
Director incentive options
Share based payments expense – contributed equity
Loss on shares issued in extinguishment of debt
Share based payments expense – capital raising costs
August 2022 broker options
October 2022 broker options
May 2023 broker options
Share based payments expense – share based
payments reserve
August 2022 broker options
October 2022 broker options
May 2023 broker options
Director rights Issue options
Director loyalty options
Director incentive options
54
30 June 2023 ($)
30 June 2022($)
11,456
20,070
81,487
88,538
201,551
11,456
11,456
269,525
221,468
101,513
592,506
269,525
221,468
101,513
20,070
81,487
88,538
782,601
-
-
-
-
-
-
-
-
-
-
-
HEALTH | TECHNOLOGY | RESOURCES FOR THE YEAR ENDED 30 JUNE 2023
Options granted confer a right of one ordinary share for every option held. The fair value of options granted is
estimated using a Black and Scholes option pricing model taking into account the terms and conditions upon
which the options were granted. The following table lists the inputs to the valuation model used
Grant / settlement date
18 August 20221
11 October 20222
18 August 20223
Number of options
38,461,538
22,164,942
2,864,004
Share price at grant / settlement date
Exercise price
Expected volatility
Expected life
Expected dividends
Risk-free interest rate
Fair value at grant date
$0.017
$0.03
100%
2.1 years
Nil
2.5%
$0.022
$0.03
100%
1.9 years
Nil
2.5%
$0.017
$0.03
100%
2.1 years
Nil
2.5%
$269,525
$221,469
$20,070
Grant / settlement date
24 March 20234
2 November 20225
17 April 20236
Number of options
8,814,552
15,000,000
13,157,894
Share price at grant / settlement date
Exercise price
Expected volatility
Expected life
Expected dividends
Risk-free interest rate
Fair value at grant date
$0.023
$0.03
100%
1.5 years
Nil
2.5%
$0.016
$0.03
100%
1.9 years
Nil
2.5%
$81,487
$88,538
$0.021
$0.03
100%
1.5 years
Nil
2.5%
$101,513
1 A fee to the lead manager in relation to an August 2022 share placement and form part of capital raising costs
2 A fee to the lead manager in relation to an October 2022 share placement and form part of capital raising costs
3 These were free attaching options to shares issued in settlement of debt
4 These were options issued to directors as part of the loyalty options issue
5 These were Incentive Options issued to director David Breeze
6 A fee to the managers in relation to a May 2022 share placement and form part of capital raising costs.
24. Operating Segments
Operating segments have been identified on the basis of internal reports of the Company that are regularly
reviewed by the chief operating decision maker in order to allocate resources to the segments and to assess their
performance. The chief operating decision maker has been identified as the Board of Directors. On a regular basis,
the board receives financial information on the consolidated entity on a basis similar to the financial statements
presented in the financial report, to manage and allocate their resources.
The consolidated entity’s only operating segment is investments. The consolidated entity holds investments
in three principal industries and these are
- biotechnology,
-
- medicinal cannabis.
oil, gas and hydrogen exploration and development, and
55
BPH Energy I Annual Report 2023 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2023
25. Share Options
All options granted confer a right of one ordinary share for every option held. The number of share options on issue
at period end was as follows:
Grant Date
November 2019
Date of Expiry
Exercise Price
Number Under Option
30 November 2024
$0.02
$0.03
1,200,000
437,456,198
August 2022 to June 2023
30 September 2024
The movement in share options during the period is as follows:
Consolidated
2023
2022
Number of Options
Weighted
Average
Exercise Price $
Number of
Options
Weighted
Average Exercise
Price $
Outstanding at the
beginning of the year
Expired
Exercised
Issued as free
attaching options
Issued as broker
options
Issued as loyalty
options
Issued as cleansing
options
Issued as share-based
payments
Outstanding
at year-end
105,121,392
(103,921,392)
-
238,964,459
73,784,374
109,699,865
7,500
15,000,000
0.06
(0.07)
-
0.03
0.03
0.03
0.03
0.03
105,350,254
(200,000)
(28,862)
-
-
-
-
-
438,656,198
0.03
105,121,392
Exercisable at year-end
438,656,198
0.03
105,121,392
0.07
(0.20)
(0.05)
-
-
-
-
-
0.06
0.06
56
HEALTH | TECHNOLOGY | RESOURCES
FOR THE YEAR ENDED 30 JUNE 2023
26. Parent Entity Disclosures
Financial Position
Assets
Current assets
Non-current assets
Total asset
Liabilities
Current liabilities
Total liabilities
Equity
Issued capital
Accumulated losses
Option reserve
Total equity
Financial Performance
Profit / (loss) after tax for the year
Other comprehensive income
Total comprehensive profit / (loss)
Company
30 June 2023 ($)
30 June 2022($)
6,996,292
13,312,353
20,308,645
3,053,727
12,174,501
15,228,228
896,606
896,606
928,381
928,381
62,321,861
(44,798,094)
1,888,272
19,412,039
852,332
-
852,332
58,844,602
(45,650,426)
1,105,671
14,299,847
(1,078,581)
-
(1,078,581)
57
BPH Energy I Annual Report 2023 Directors’ Declaration
DIRECTORS' D ECL ARATION
The directors of the Company declare that:
The directors of the Company declare that:
1.
the financial statements and notes, as set out on pages 26 to 59 are in accordance with the
Corporations Act 2001 and:
1.
the financial statements and notes, as set out on pages 25 to 57 are in accordance with
the Corporations Act 2001 and:
(a) Comply with Accounting Standards and the Corporations Regulations 2001 and other mandatory
(a) Comply with Accounting Standards and the Corporations Regulations 2001 and other mandatory
professional reporting requirements; and
professional reporting requirements; and
(b) give a true and fair view of the financial position as at 30 June 2023 and of the performance for the
year ended on that date of the consolidated entity;
(b) give a true and fair view of the financial position as at 30 June 2023 and of the performance
for the year ended on that date of the consolidated entity;
2.
2.
in the Directors’ opinion, there are reasonable grounds to believe that the Company will be able to pay its
debts as and when they become due and payable;
in the Directors’ opinion, there are reasonable grounds to believe that the Company will be able
to pay its debts as and when they become due and payable;
3.
3.
the financial statements and notes comply with International Financial Reporting Standards as disclosed
in Note 1; and
the financial statements and notes comply with International Financial Reporting Standards
as disclosed in Note 1; and
4.
4. the directors have been given the declarations required by S295A of the Corporations Act 2001.
the directors have been given the declarations required by S295A of the Corporations Act 2001.
Signed in accordance with a resolution of the directors made pursuant to S295(5) of the Corporations Act 2001.
Signed in accordance with a resolution of the directors made pursuant to S295(5) of the Corporations Act 2001.
………………………………………………………
………………………………………………………
David Breeze
Executive Chairman
David Breeze
Executive Chairman
Dated this 16th August 2023
Dated this 16th August 2023
58
60
HEALTH | TECHNOLOGY | RESOURCES
INDEPENDENT AUD IT REPORT
59
BPH Energy I Annual Report 2023 INDEPENDENT AUD IT REPORT
60
HEALTH | TECHNOLOGY | RESOURCES 61
BPH Energy I Annual Report 2023 INDEPENDENT AUD IT REPORT
62
HEALTH | TECHNOLOGY | RESOURCES ADD IT IONAL SECURITIES EXCHANG E INFO RM ATION
Additional information required by Australian Securities Exchange Limited and not shown elsewhere
in this report as follows.
The information is stated as at 8 August 2023.
1. Substantial Shareholder
Shareholder
David Breeze, Trandcorp Pty Ltd, Grandbridge Limited
Shares
59,750,805
2. (a) Distribution of Shareholders
Range of Holding
Shareholders
1 – 1,000
1,001 – 5,000
5,001 – 10,000
10,001 – 100,000
100,001 and over
1,048
1,430
1,154
3,413
1,328
8,373
Number of
Ordinary Shares
327,371
4,503,336
8,956,787
130,724,986
785,723,019
930,235,499
The number of shareholders holding an unmarketable parcel was 4,994.
(b) Distribution of Unlisted Option Holders
Range of Holding
100,001 and over
Option Holders Number of Options
2
16,200,000
(c) Distribution of Listed Option Holders
Range of Holding
Shareholders Number of Options
1 – 1,000
1,001 – 5,000
5,001 – 10,000
10,001 – 100,000
100,001 and over
360
414
189
477
307
147,549
1,089,919
1,337,340
16,658,290
403,223,100
1,747
422,456,198
%
6.42%
%
0.04%
0.48%
0.96%
14.05%
84.47%
100%
%
100.00
%
0.04%
0.26%
0.32%
3.94%
95.45%
100%
63
BPH Energy I Annual Report 2023 ADD IT IONAL SECURITIES EXCHANG E INFO RM ATION
3. Voting Rights - Shares
All ordinary shares issued by BPH Energy Limited carry one vote per share without restriction.
4. Voting Rights - Options
The holders of options do not have the right to vote.
5. Restricted Securities
There are no restricted securities on issue.
6. Twenty Largest Shareholders
The names of the twenty largest shareholders of the ordinary shares of the Company are:
Name
Trandcorp Pty Ltd
Jgm Property Investments Pty Ltd
Markovic Family No 2 Pty Ltd
Trandcorp Pty Ltd
Mr Anthony Huston
Citicorp Nominees Pty Limited
Ms Chunyan Niu
Mr Jibran Hameed
Mr Ivan Vanis
Mr Chris Strat
BNP Paribas Noms Pty Ltd
Suburban Holdings Pty Ltd
Strat Super Fund
Mrs Angelika Levayev
Anstey Superannuation Fund Pty Ltd
Miss Sandra Joy Feeley
Mr Tristan Edwin Bonnefin
JLM Corporation Pty Ltd
Mr Charles Verdon Maling
Trandcorp Pty Ltd
64
Number of ordinary
fully paid shares
% held of issued
ordinary capital
37,734,475
30,000,000
14,346,269
13,222,497
9,438,070
9,194,041
8,186,031
7,467,232
7,000,000
6,914,198
6,822,353
6,578,947
6,501,672
6,000,000
6,000,000
5,790,000
5,771,617
5,364,657
5,275,144
4,676,863
4.06
3.22
1.54
1.42
1.01
0.99
0.88
0.8
0.75
0.74
0.73
0.71
0.7
0.64
0.64
0.62
0.62
0.58
0.57
0.5
202,284,066
21.75
HEALTH | TECHNOLOGY | RESOURCES 7. Twenty Largest Option Holders
The names of the twenty largest option holders of the Company are:
Name
Tan And Vuong Family Super Pty Ltd
Bujo Pty Ltd
Matthew Burford Super Fund Pty Ltd
Arlewis Pty Ltd
Clayton Capital Pty Ltd
Mr Andrew Edwin Young
Arlewis Pty Ltd
Threebee Investment Group Pty Ltd
Eurovest Pty Ltd
Dr Kong Jung Au Yong
Sibeek Pty Ltd
The High Club Ltd
Mr Sufian Ahmad
Markovic Family No 2 Pty Ltd
Tsol Nominees Pty Ltd
Mr John Frank Borgogno
Mr Stephen John Donald
Jgm Property Investments Pty Ltd
Trandcorp Pty Ltd
Number of
share options
% held of limited
share options
20,000,000
20,000,000
15,134,478
14,612,790
10,651,458
9,982,280
9,899,616
9,772,323
9,503,375
9,337,545
8,333,333
8,129,000
7,793,523
7,510,844
7,500,000
6,500,000
6,500,000
6,197,090
6,168,136
4.73
4.73
3.58
3.46
2.52
2.36
2.34
2.31
2.25
2.21
1.97
1.92
1.84
1.78
1.78
1.54
1.54
1.47
1.46
198,944,291
47.09
65
BPH Energy I Annual Report 2023 This page has been left blank intentionally.
66
HEALTH | TECHNOLOGY | RESOURCES
BPHENERGY.COM. AU
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FAX
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