BPH Energy Limited

BPH Energy Limited (ASX:BPH)

Offer Price

A$0.018

per share

Offer Size

A$1,000,000

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BPH Energy Limited

Placement

BPH Energy Limited (ASX:BPH)

BPH

Lead Manager

Offer Price

A$0.018

per share

Offer Size

A$1,000,000

Placement

BPH Energy Limited

Key Offer Details

Issue Price (Per Share)

A$0.018

Discount

-50.00%

Offer Size

A$1,000,000

Shares Available

55,000,000

Placement to raise $1M through the issue of approximately 55M Fully Paid Ordinary Shares in the Company. The Company reserves the right to accept over-subscriptions.

$0.018 (1.8 cents) per Fully Ordinary Paid Share The issue price represents the following discounts to ASX market pricing per share:

  • 18.18% discount to the Last Traded Price of $0.022 on 07/08/24
  • 17.1% discount to the 5-day VWAP of $0.021736 on 7/08/24

Subject to shareholder approval, Investors will receive one (1) attaching Placement Option for every two (2) placement shares subscribed. Placement Options will have an Exercise Price of $0.03 (3 cents) and expiry 12 months from date of issue. The company will seek quotation of these options, subject to ASX listing requirements being met.

Lead Manager: Oakley Capital Partners

Use of Funds

The intended use of funds will be for:

  • Exploration and development of oil and gas investments
  • Funding for Cortical Dynamics
  • Working capital including costs of the offer

Investment Highlights

Legal Action to Expedite PEP-11 Decision:

On 6th August 2024, BPH Energy's investee company, Asset Energy Pty Ltd, initiated legal proceedings in the Federal Court. The action seeks to compel the Commonwealth-New South Wales Offshore Petroleum Joint Authority to decide on two pending applications for the PEP-11 Permit within 45 days. This legal move aims to expedite the decision-making process and reduce delays impacting the project.

Future Gas Strategy (FGS):

In May 2024, the federal government introduced a new Future Gas Strategy (FGS) to secure Australia’s energy supply. The FGS acknowledges the essential role of gas in the transition to net zero emissions by 2050 and emphasises the importance of developing gas projects close to demand centres to reduce reliance on LNG imports.

Strategic Importance of PEP-11:

The PEP-11 Permit remains in force, with the joint venture partners, including Asset Energy, fully compliant with all regulatory and contractual obligations. This includes adherence to reporting requirements, payment of rents, and other provisions under the Offshore Petroleum and Greenhouse Gas Storage Act 2006 (Cth). The project is poised to address the impending gas supply shortfall in New South Wales and Australia, playing a critical role in the country’s clean energy transition.

Proven Track Record in Offshore Gas Exploration:

Offshore gas exploration in Australia has a history of over 50 years of safe and environmentally responsible operations. This track record supports the viability and sustainability of current and future offshore projects, including PEP-11.

Financial Strength:

As of 30 June 2024, BPH Energy holds $6.4 million in cash, providing a robust financial position to support ongoing and future project developments. This financial stability underpins the company’s ability to pursue strategic initiatives and manage operational activities effectively.

Support for Energy Transition:

The federal government’s endorsement of gas as a transitional fuel highlights the significance of BPH Energy’s projects. The company’s focus on gas exploration aligns with national energy policies aimed at reducing carbon emissions while ensuring energy security.

Documents & Downloads

Board & Management

David Breeze

David Breeze

Managing Director & Chairman

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 Financial Services Institute of Australasia, and 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.

Anthony Huston

Anthony Huston

Non-Executive Director

Tony Huston has been involved for over 40 years in engineering and hydrocarbon industries for both on and off shore exploration/development. 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 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.

Charles Maling

Charles Maling

Non-Executive Director

Mr 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.

Disclaimer

This document has been prepared by Oakley Capital Partners Pty Limited (trading as “Oakley Capital’’), (ACN 6631 65839) Corporate Authorised Representative (No 001307947) of Alpha Securities Pty Ltd (ABN 96 124 327 064) holder of Australian Financial Services Licence No 330757 (“Lead Manager”) in connection with a proposed placement of securities in the Company. This document has been distributed in confidence and may not be reproduced or disclosed to any other person. If you are not the intended recipient of this document, please notify Oakley Capital immediately and destroy all copies of this document.

Purpose: This document (excluding the fees) is indicative only. This document is intended to provide background information only and does not purport to make any recommendation upon which you may rely. This document is not an offer, invitation, solicitation or recommendation with respect to the subscription for, purchase or sale of any security, and neither this document nor anything in it shall form the basis of any contract or commitment binding on Oakley Capital or the Company. Prospective investors should undertake their own independent evaluation of an investment in the Company. The placement which the Company may offer is made solely to potential investors who qualify as either or both, a ‘Sophisticated Investor’ or a ‘Professional Investor’, as defined under the Corporations Act 2001 (Cth) (Corporations Act). This document has been prepared solely for the purpose of providing indicative information about the placement to investors to be chosen by the Company and who qualify as either or both, a Sophisticated Investor or a Professional Investor and this document may only be used for that purpose. This document does not purport to contain all the information that a prospective investor may require. This document is not intended to provide the basis of any investment or credit decision, or any other risk evaluation, and must not be considered as a recommendation or advice by the Company or any other person in connection with an investment in the Company. Each recipient of this document (Recipient) must make its own independent assessment and investigation of the business opportunity and should not rely on any statement or the adequacy or accuracy of any information set out in this document. Any Recipient should determine whether to acquire securities in the Company on the basis of independent investigations and independent professional advice that it considers necessary or desirable. This document has been prepared without reference to the individual investment objectives, financial situation, taxation position or particular needs of any person or entity. This document should not be relied upon as the basis for any investment decision in relation to Shares and Options in the Company or any other securities. This document has not been, and will not be, lodged with the Australian Securities and Investments Commission (ASIC). Any invitation to purchase or subscribe for the securities will be an offer that does not need disclosure for the purposes of section 708 of the Corporations Act. By retaining this document, the Recipient represents to the Company that it is a Sophisticated Investor under section 708(8) of the Corporations Act or a Professional Investor under section 708(11) of the Corporations Act, or both. If that is not the case and, in the alternative, the Company may issue Shares and Options to the Recipient in reliance on certain other categories in section 708 of the Corporations Act. The Company reserves the right to raise further equity capital, debt and/or hybrid capital in addition to the placement.

Oakley Capital Partners Pty Limited and its Directors advise that they and persons associated with them may have an interest in the securities of the Company and that they may earn brokerage, commissions, fees (5% and broker options) and other benefits and advantages, whether pecuniary or not and whether direct or indirect, in connection with the making of a recommendation for dealing by a client in these securities, and which may reasonably be expected to be capable of having an influence in the making of any recommendation, and that some or all of our representatives could be remunerated wholly or partly by way of commission. Oakley Capital and its directors and staff may hold securities in the Company.

Applicants outside Australia: This document does not, and is not intended to, constitute an offer in any place or jurisdiction in which, or to any person to whom, it would not be lawful to make such an offer or to issue this document. The distribution of this document in jurisdictions outside Australia may be restricted by law and persons who come into possession of this document should seek advice on and observe any of these restrictions. Any failure to comply with these restrictions may violate securities laws. No action has been taken to register or qualify the Shares and Options or otherwise permit an offering of the Shares and Options the subject of this document in any jurisdiction outside Australia. It is the responsibility of applicants outside Australia to obtain all necessary approvals for the issue of the Shares and Options pursuant to this document. The return of a completed application form will be taken by the Company to constitute a representation and warranty by the applicant that all relevant approvals have been obtained.

Confidentiality and status of Recipient: By accepting this document, the Recipient warrants, acknowledges and agrees that:

  • the Recipient is either a sophisticated investor within the meaning of section 708(8) of the Corporations Act or a professional investor with the meaning of section 708 (11) of the Corporations Act, or both;
  • this document and all of the information contained in it is confidential and it will keep strictly confidential this document and all of such information, and all other information made available to the Recipient in connection with it;
  • neither the document nor any such information will be used, in whole or in part, by the Recipient or any of its officers, employees, servants or agents for any purpose other than deciding whether to investigate the Company further;
  • this document will not be reproduced, either in whole or part or in any part or parts, without prior written consent of the Company;
  • upon request it will return promptly this document, together with any other material received in connection with it, to the Company without retaining any copies;
  • upon request it will enter into a separate confidentiality undertaking substantially on these terms with the Company; and
  • the Recipient will comply with applicable laws and in particular will not engage in any insider trading and will not breach Part 7.10 of the Corporations Act.

Forward-looking statements: This document contains forward-looking statements which are identified by words such as ‘will‘, ‘may’, ‘could’, ‘believes’, ‘estimates’, ‘targets’, ‘expects’, or ‘intends’ and other similar words that involve risks and uncertainties. These statements involve assumptions, known and unknown risks, uncertainties and other factors that may cause actual events, results, performance or achievements to be materially different from any future events, results, performance or achievements expressed or implied by such forward-looking statements in this document. Consequently, undue reliance should not be placed on these statements. The Company and Oakley Capital do not warrant or represent that the actual events, results, performance or achievements will be as discussed in those statements.

Exclusion of Liability: None of the Company, Oakley Capital or their respective directors, employees, advisers, agents or consultants accept any liability for any loss or damage suffered or incurred by the Recipient or any other person or entity however caused (including negligence) relating in any way to this document including, without limitation, the information contained in it, any errors or omissions however caused by the Recipient or any other person or entity placing any reliance on this document, its accuracy or reliability, except liability under statute that cannot be excluded. No representation or warranty (express or implied) is made by either the Company or Oakley Capital or their respective directors, employees, advisers, agents or consultants as to the accuracy, reliability or completeness of this document and they shall have no liability (including liability to any person by reason of negligence or negligent misstatement) for any statements, opinions, information or matters (express or implied) arising out or, contained in or derived from, or for any omissions from this document, except liability under statute that cannot be excluded. Any investment in the Company at this time is recognised as a high-risk speculative investment.

BPH Energy Limited

Placement

BPH Energy Limited (ASX:BPH)

BPH

Offer Price

A$0.018

per share

Offer Size

A$1,000,000

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