Announcement PDF ACN 009 104 330 23 January 2025 Company Announcements Pla1orm Australian Securi5es Exchange Comple/on of Indonesian-based Seaweed Joint Venture Transac/on Highlights • • • • • Indonesian-based seaweed joint venture transac/on completed Springboard to further development and expansion of seaweed business Incorpora/on of 100% owned subsidiary in Indonesia pending registra/on Joint venture partners assets transferred to the Indonesian subsidiary Focus on: o Entering into oMake agreements for sales of raw seaweed to Asian markets o Development of seaweed-based bio-s/mulant products for sale into the Indian market The Board of BPH Global Ltd (ASX: BP8) (Company) is pleased to announce that it has today completed its acquisi5on of Indonesian-based seaweed assets and has commenced the joint development of the Indonesian-based seaweed business (Comple2on). Acquisi2on of Indonesian-based Seaweed Assets and Joint Business Development On 24 October 2024, the Company announced that it had entered into a legally binding term sheet (Term Sheet) with Singapore and Indonesian-based joint venture partners Messrs Rajiv Ramnarayan (Mr Rajiv Ramnarayan) and Deepak Jha (Mr Deepak Jha) and PT Mitra Agro Global (MAC) an Indonesian company (together the JV Partners) for the acquisi5on by the Company of Indonesianbased assets owned by the JV Partners (Assets) and the joint development of the Indonesia-based seaweed business. The JV Partners had already commenced ac5vi5es in sourcing and cul5va5ng seaweed in Indonesia for sales in the local Indonesian market, have since iden5fied poten5al sales channels for oZake agreements with Asian-based seaweed buyers and have been working on a poten5al seaweed bio-s5mulant project in India. Comple5on of the Indonesian-based seaweed transac5on was effected today based on, amongst others things: • the Company and the JV Partners having worked together to have lodged by an Indonesian notary the applica5on documents for the incorpora5on of an Indonesian-based wholly owned subsidiary of the Company named “PT BPH Global Indonesia” (BP8 Indonesia); • • the Company having issued to Mr Ramnarayan (on behalf of the JV Partners) 10 million shares in the Company, being an upfront issuance of A$50,000 shares in the Company at A$0.005 per share; and The JV Partners having provided or procured: o the consent of the landlords to the warehouse and onshore cul5va5on tank site to the assignment of the respec5ve leases to BP8 Indonesia; o assignment to BP8 Indonesia of the JV Partners’ assets used in their current seaweed opera5ons; and o Mr Deepak Jha having executed an employment agreement with BP8 Indonesia pursuant to which he will serve as Director of BP8 Indonesia and be that company’s opera5ons manager (Jha Employment Agreement) Comple5on of the acquisi5on of the Assets and the joint development of the Indonesian-based business together with the JV Partners enables the Company to both cul5vate and harvest seaweed and to acquire seaweed from third party sellers: • • • • • for sale as raw seaweed into ASEAN seaweed and food markets; for the produc5on of bio s5mulant seaweed products for sale in the Indian market; for the extrac5on of nutraceu5cals for infusion in food, health and cosme5c products; to be used in the conduct of R&D on the extrac5on of minerals, nano-minerals and chemicals for use in the baeery and energy industries; and to be used in the conduct of R&D on the produc5on and extrac5on of biohydrogen and other biogases. Managing Director currently in Indonesia Mr Maehew Leonard, the Company’s Managing Director, has been in Indonesia since the 15th of this month and has been working closely with Mr Deepak Jha on the following maeers: • Comple2on maNers: Messrs Leonard and Jha have aeended to all local Indonesian maeers required to be undertaken prior to or at comple5on of the Indonesian transac5on. • Incorpora2on BP8 Indonesia: Messrs Leonard and Jha worked together to have lodged by an Indonesian notary the applica5on documents for the incorpora5on of BP8 Indonesia and they will be the two members of the Board of BP8 Indonesia. • Exis2ng opera2onal sites: Mr Leonard has returned to the JV Partners’ exis5ng seaweed focussed opera5onal sites in Makassar, Indonesia together with Mr Deepak Jha. Sites included the warehouse, onshore cul5va5on tank and various local farmers from whom seaweed can be acquired for on-sale. Mr Leonard first visited these sites in late 2024 as part of the Company’s due diligence review of the JV Partners’ seaweed opera5ons. • Ini2al staff appointments: The first staffing appointment has been made with the appointment of an opera5ons and administra5ve staff officer in Makassar. • Opera2onal maNers: Planning regarding opera5onal maeers included: o Long term supply agreements with local Makassar-based seaweed farmers to ensure security of supply. BP8 Indonesia’s ability to supply seaweed buyers with large quan55es of seaweed will depend on its ability to secure supply. Long term supply agreements with local farmers will provide a solu5on at the same 5me as providing local farmers with certainty that their harvests will be sold. This is a model that VJ Partner MAC has developed in Indonesia regarding other agricultural products. o BP8 Indonesia will also use the exis5ng onshore cul5va5on site as a springboard to increasing its own cul5va5on capacity. o BP8 plans to leverage its JV Partners’ experience in selling seaweed into local Indonesia-based seaweed markets. • OSake agreement poten2al – Messrs Leonard and Jha have commenced discussions with several Asia-based poten5al seaweed oZake contract partners. The Company regards poten5al oZake agreements as the principal driver of its raw seaweed sales business. To fund the acquisi5on of quan55es of raw seaweed to sa5sfy its commitments under poten5al oZake agreements, the Company will consider obtaining trade finance. Mr Deepak Jha’s employment agreement Mr Deepak Jha has entered into the Jha Employment Agreement which sets out the terms of his appointment as both a Director of BP8 Indonesia and as the Opera5ons Manager of BP8 Indonesia’s seaweed business, with effect from 16 January 2025, being the date that documents to establish BP8 Indonesia were notarised by an Indonesian notary and subsequently lodged with the Indonesian Government (Appointment Date). As Mr Deepak is also an employee of MAC, it has been agreed that Mr Deepak Jha’s working arrangements will be as follows: • 70% of the full 5me equivalent in the employ of MAC (28 hours per week); and • 30% of the full 5me equivalent in the employ of BP8 Indonesia (12 hours per week). The ini5al term of this agreement is twelve (12) months from the Appointment Date (Term). The Jha Employment Agreement will terminate at the end of the Term unless otherwise agreed in wri5ng by the par5es to that agreement. Pursuant to the Jha Employment Agreement, Mr Deepak Jha is required to perform the following du5es and responsibili5es: • • • • • • • • • • • Performing his du5es and responsibili5es as a Director of BP8 Indonesia. Liaising with and securing supplier rela5onships including but not limited to co-op farms, collectors and coastal communi5es. Liaising with and securing customer rela5onships. Introducing new supplier rela5onships. Introducing new customer rela5onships. Overseeing engagement of the local management team and employees. Obtaining any necessary licences, permits, approvals or authorisa5ons required in Indonesia for BP8 Indonesia to operate the business, including: o Licences to export seaweed; o GMP Cer5fica5on in Indonesia; o HACCP Cer5fica5on in Indonesia; and o Halal cer5fica5ons. Procuring bio s5mulant licences, with a par5cular focus on the Indian market. Suppor5ng research and development for bio s5mulant projects. Dealings with the landlords of the Warehouse Premises and the exis5ng onshore tank for the cul5va5on of seaweed. Repor5ng to the Board of BP8 in wri5ng monthly or as otherwise agreed on the commercial and financial opera5ons of the Company and its seaweed business. Key terms of the Term Sheet regarding future ac2vity In addi5on to the 10 million shares issued on Comple5on, the Term Sheet, as previously announced on 24 October 2024, provides that the JV Partners will be en5tled to payment of further shares in the Company based on BP8 Indonesia achieving the following milestones over the next 2 years as follows:: • Upon BP8 Indonesia being granted an export licence to enable the export of seaweed products from Indonesia, within 12 months of commencement of opera5ons the joint business venture – A$25,000 of Shares in the Company; • Upon BP8 Indonesia’s seaweed trading business genera5ng USD$50,000 during FY25 A$25,000 of shares in the Company; • Upon BP8 Indonesia’s seaweed trading business genera5ng USD$150,000 during FY26 A$25,000 of shares in the Company; and • Upon BP8 acquiring a bio-s5mulant patent licence, within 12 months of commencement of the joint venture – A$25,000 of shares in the Company. Each tranche of milestone shares will be calculated based on a price of $0.005 per share or 20% discount to the 10-day VWAP prior to achievement of the relevant milestone, whichever is greater. During the period commencing on Comple5on and ending on the date that BP8 Indonesia obtains any necessary licences, permits, approvals or authorisa5ons required in Indonesia for BP8 Indonesia to operate the business, including: • Licences to export seaweed; • GMP Cer5fica5on in Indonesia; • HACCP Cer5fica5on in Indonesia; and • Halal cer5fica5ons, (together the Licences) the JV Partners have agreed to provide the services under such Licences held by MAC and make available the Licences for use by BP8 Indonesia to operate the business. About the Bio-s2mulant project The bio-s5mulant project is targe5ng development of an agricultural-based product which is an addi5ve to crops used in the produc5on of food products. The bio-s5mulant seeks to increase nutrient availability and uptake in those food sources so as to op5mise Tradi5onal Chinese Medicine outcomes. The JV Partners have developed a rela5onship with an Indian-based holder of intellectual property rela5ng to bio-s5mulant technology (Bio-s2mulant IP} and will assist the Company in its endeavours to obtain a licence to use that intellectual property. The Company will also work with its JV Partners to maximum its sales opportuni5es in India. BP8 considers that it can combine its own seaweed sector intellectual property and resources with the JV Partners’ ac5vi5es and the Assets to develop a joint venture project in Indonesia focused on: • seaweed cul5va5on, sourcing and sales, and • R&D into a seaweed bio-s5mulant project and its commercialisa5on. About PT Mitra Agro Global and Mr Rajiv Ramnarayan PT Mitra Agro Global (MAG), a company incorporated in Indonesia, was formed to explore Agro business opportuni5es throughout Indonesia and South East Asia. MAG is a supplier of Agro commodi5es to buyers around the world. MAG works on the principle of quality and sustainability to provide products that have been sourced fresh and directly from the farmer or supplier. This is done through MAG’s network of warehousing, manufacturing and collec5on centres throughout Indonesia. MAG’s customers are large and medium industries like oleo resin extrac5on companies, food colouring, flavouring companies, bakeries, roasters essen5al oils and natural oils processing companies; spice consuming food industries such as spices packaging companies and coconut oil manufacturers. MAG conducts its seaweed opera5ons via its subsidiary PT MAG Oceans. Its farms are located at the Mamasaloto area in Central Sulawesi and in and around Takalar area in Makassar. PT MAG Oceans also fosters rela5onships with local independent seaweed growers as a supply source with a view to establishing a thriving ecosystem that uplirs farmers and safeguards their well-being and livelihoods. Mr Rajiv Ramnarayan is the CEO of Equen5a Natural Resources Pte Ltd, a large, privately held commodi5es, mining and green investments company based in Singapore. Mr Rajiv Ramnarayan has previously invested in the Company including the placement made to him as announced on 24 October 2024. Ongoing updates The Company will provide further updates in due course on its progress with these maeers. - 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 BPH Global Limited E: pauls@bp8global.com