Announcement PDF BPH GLOBAL LTD ACN 009 104 330 Level 5, 126 Phillip Street, Sydney NSW 2000, Australia 28 September 2023 Company Announcements Pla�orm Australian Securi�es Exchange BPH Global receives funding commitments of A$800,000 by way of private placement and conver�ble notes Highlights • • The Company receives commitments from investors and directors of A$431,250 for a private placement. The Company receives an addi�onal A$368,750 commitment from investors for a conver�ble note issue. Placement BPH Global Ltd (ASX: BP8) (“Company”) is pleased to advise that it has secured firm commitments from ins�tu�onal, professional and sophis�cated investors and directors to raise up to A$431,250 (before expenses), through the issue of approximately 287,500,000 fully paid ordinary shares (“Shares”) at an issue price of A$0.0015 (0.15 cents) per Share (“Placement”). The Placement is now closed. Directors of the Company have agreed to par�cipate in the Placement and provide commitments for A$60,000. The issue of Shares to the par�cipa�ng directors under the Placement will remain subject to the Company obtaining shareholder approval at the Annual General Mee�ng of its members which is expected to take place on 21 November 2023 (“November AGM”). The Company will issue the Shares to par�cipants in the Placement pursuant to the Company’s available placement capacity under Lis�ng Rule 7.1 and 7.1A as follows: • • 200,209,467 Shares pursuant to the Company’s capacity to issue new Shares under ASX Lis�ng Rule 7.1; and 87,290,533 Shares pursuant to the Company’s capacity to issue new Shares under ASX Lis�ng Rule 7.1A. The Company also proposes to issue one (1) free ataching unlisted op�on for each Share subscribed for under the Placement (“Op�on”), subject to SCU obtaining shareholder approval at the November AGM. The Op�ons will expire 11 December 2026 and be exercisable at A$0.004 into one (1) ordinary share in the Company. The funds raised under the Placement will be used for: • The Company’s China-based opera�ons for the sales and distribu�on of birds’ nest products in the China market; • The Company’s joint venture R&D work with Singapore-based Chemokine Yuesheng for the development of products including birds’ nest extract tablets infused with Australian honey; • Suitability and feasibility studies at the Company’s Singapore R&D facility with respect to the development, manufacturing, and distribu�on of seaweed products in Singapore, China and Australia; • Working capital; and • Costs of the Placement. Conver�ble Note funding from investors In addi�on to the Placement, the Company is pleased to advise that it has secured a commitments from ins�tu�onal, professional and sophis�cated investors, in the amount of A$368,750 via the issue of Conver�ble Notes that are conver�ble into new ordinary shares in the Company that will rank in all respects equally and form one class with Shares issued under the Placement together with all ordinary shares on issue as at the Conversion Date (“Notes”). Upon conversion of the Notes into Shares, the Noteholder shall receive a free ataching op�on for each Share received. The op�ons are on the same terms as the op�ons to be issued to the placement investors and to the lead manager of the offers, Sanlam Private Wealth Pty Ltd, and will expire 11 December 2026 and be exercisable at A$0.004 into one (1) ordinary share in the Company. The key terms of the Notes are as follows: • • • • • • • • Each Note has a face value of $1.00. A coupon of 12% per annum accruing daily and capitalising on the face value of the Notes. The Notes shall have a term of eighteen (18) months from date of issue. Notes may be converted by the Noteholder at any �me up the maturity date. The conversion price is the lower of: o 30% discount to the 15 day VWAP of the BP8 shares at the �me of conversion; or o The lowest traded price of BP8 shares in the 15 days preceding conversion, subject to a maximum conversion price of $0.002. The Company may elect to redeem the Notes during the term by paying to the Noteholder the face value plus the accrued interest (coupon) on the Notes. The conversion rights ataching to the Notes are subject to and condi�onal upon Company obtaining shareholder approval. If the Notes have not been converted or redeemed by the maturity date, the Notes shall be automa�cally converted at the conversion price applicable at the relevant �me. The funds raised from the issue of the Notes will be used by the Company for the same purposes as the funds raised under the placement (refer to above use of funds). The offer of Notes on the terms set out above will remain open un�l closed by the Company. The Company will keep the market informed regarding further fundraising ac�vity via issue of Notes. Lead Manager Sanlam Private Wealth Pty Ltd (“Sanlam”) acted as lead manager and corporate advisor to the Placement and to the fundraising via the Notes. Sanlam will receive a fee of 6% of the total funds raised under the Placement and the issue of the Notes and a Lead Manager Fee of $5,000 plus GST. Subject to the Company obtaining shareholder approval at the November AGM, Sanlam will also be issued 60,000,000 op�ons, exercisable at $0.004 per op�on and expiring 11 December 2026. - END Authorised for lodgement by the Board of the Company For further informa�on, please visit our website at www.bp8global.com or contact: Mr Paul Stephenson Chairman of BPH Global Limited E: pauls@bp8global.com