Announcement PDF BPH Global Limited ABN 57 009 104 330 Annual Report - 30 June 2025 BPH Global Limited Contents 30 June 2025 Corporate directory Chairman's letter Directors' report Auditor's independence declaration 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 Consolidated entity disclosure statement Directors' declaration Independent auditor's report to the members of BPH Global Limited Shareholder information 2 3 5 15 16 18 19 20 21 41 42 43 47 General information The financial statements cover BPH Global Limited as a consolidated entity consisting of BPH Global Limited and the entities it controlled at the end of, or during, the year. The financial statements are presented in Australian dollars, which is BPH Global Limited's functional and presentation currency. BPH Global Limited is a listed public company limited by shares, incorporated and domiciled in Australia. Its registered office and principal place of business is: Block Arcade, Office 324 Level 3, 96 Elizabeth Street Melbourne VIC 3000 A description of the nature of the consolidated entity's operations and its principal activities are included in the directors' report, which is not part of the financial statements. The financial statements were authorised for issue, in accordance with a resolution of directors, on 30 September 2025. The directors have the power to amend and reissue the financial statements. 1 BPH Global Limited Corporate directory 30 June 2025 Directors Paul Stephenson (Non-executive chairman) Francesco Cannavo (Executive director) Matthew Leonard (Executive director) Yanhua Huang (Non-executive director) Deepak Jha (Executive director) Company secretary Justyn Stedwell Notice of annual general meeting The details of the annual general meeting of BPH Global Limited are: 14 November 2025, 5pm AEST (Notice of Meeting to be sent out) Registered office Block Arcade, Office 324, 96 Elizabeth Street Melbourne, VIC 3000 AUSTRALIA Share register Automic Registry Services Level 5, 126 Phillip Street Sydney, NSW 2000 AUSTRALIA Auditor HLB Man Judd (Vic) Partnership Level 9, 550 Bourke Street Melbourne, VIC 3000 AUSTRALIA Stock exchange listing BPH Global Limited shares are listed on the Australian Securities Exchange (ASX code: BP8) Website ww.bphglobal.com.au 2 BPH Global Limited Chairman's letter 30 June 2025 ACN 009 104 330 Level 5, 126 Phillip Street, Sydney NSW 2000, Australia Chairman’s Letter 30 September 2025 Dear Shareholders, It is with great pleasure that I present the Company’s Annual Report for the year ended 30 June 2025 — a year that has marked the transition of our seaweed business from establishment into commercial operations. The commencement of trading during the June Quarter marks a pivotal milestone, transforming the Company from project development into revenue generation. This achievement is the result of extensive groundwork in building strong community partnerships, securing reliable supply chains, and positioning the Company to meet rising regional demand for sustainable, traceable seaweed products. We are focused on accelerating growth in our seaweed sales business while advancing our research and development initiatives. These include: the identification and extraction of critical and precious minerals and rare earth elements (REEs); the extraction of seaweed-based nutraceuticals for food & beverage, pharmaceutical, and cosmetic applications; the creation of bio-stimulant products for Asian agriculture; and the development of bioremediation solutions for polluted coastal waters and waterways. Financial Performance For the period from 14 May to 15 June 2025, the Company generated revenue of approximately A$150,646 from completed purchase orders, comprising export sales to South Korea of US$61,949 (A$95,400) and local Indonesian sales of IDR586,347,695 (A$55,246). In the following month to 14 July 2025, revenue increased to approximately A$177,316, reflecting strong growth on the prior period. Sales momentum has continued into FY26. The Company’s bird’s nest business is currently under full operational review to determine its strategic fit alongside the seaweed business. Strategy and Growth The Company’s strategy is centred on becoming a leading regional player in the cultivation, acquisition, and commercialisation of seaweed. Its near-term focus is the development of supply chains and trading channels across Indonesia, with medium-term expansion into China, Korea and Southeast Asia. 3 BPH Global Limited Chairman's letter 30 June 2025 Governance and Board Renewal During the June Quarter, the Company welcomed Mr Deepak Jha as an Executive Director. This followed his earlier appointment as both Director of the Company’s Indonesian subsidiary and Operations Director for the Group’s Indonesian operations. Mr Jha brings extensive operational expertise and an intimate understanding of the Indonesian market, which has already proven to be invaluable as the Company scales its trading and cultivation activities. The Board remains committed to maintaining strong governance practices, ensuring alignment of management’s execution with shareholder interests, and strengthening the oversight structures that will support the Company through its next phase of growth. Outlook Building on the momentum established in the June Quarter, the Company is advancing a series of operational initiatives aimed at expanding supply chain capacity, securing additional offtake agreements, enhancing operational infrastructure — including warehouses and cultivation tanks — and maintaining a strong focus on R&D. Closing On behalf of the Board, I extend our sincere thanks to our employees, partners, and the Indonesian seaweed farming communities whose commitment and collaboration have been central to our early success. I also wish to thank our shareholders for their ongoing support and confidence. With clear strategic priorities, growing market opportunities, and a strong commitment to sustainability and innovation, we look forward to the next phase of growth with optimism and determination. Yours sincerely Paul Stephenson Chairman BPH Global Ltd 4 BPH Global Limited Directors' report 30 June 2025 The directors present their report, together with the financial statements, on the consolidated entity (referred to hereafter as the 'consolidated entity') consisting of BPH Global Limited (referred to hereafter as the 'company' or 'parent entity') and the entities it controlled at the end of, or during, the year ended 30 June 2025. Directors The following persons were directors of BPH Global Limited during the whole of the financial year and up to the date of this report, unless otherwise stated: Paul Stephenson (Non-executive chairman) Francesco Cannavo (Executive director) Matthew Leonard (Executive director) Yanhua Huang (Non-executive director) Deepak Jha (Executive director, appointed 22 April 2025) Principal activities BPH Global Limited is a plant-focused biotechnology company with focus on producing foods, health and cosmetic products which deliver Traditional Chinese Medicine (TCM)-based health outcomes. It focuses on the research & development, production and commercialisation of TCM products, including raw bird’s nest and processed bird’s nest products, raw seaweeds and sea plants as sustainable plant-based protein foods and nutraceutical and pharmaceutical ingredients extracted from seaweeds and sea plants for utilisation in the food, nutrition, healthcare, health supplements, cosmetics and personal care industries. During the financial year the group's product focus was on: ● the development of a seaweed operation in Indonesia to sell raw seaweed, produce bio-stimulant seaweed products and extract neutraceuticals for infusion in food, health and cosmetic products; ● research and development work into the extraction of minerals, nano-minerals and chemicals for use in battery and energy industries; ● research and development work on the production and extraction of biohydrogen and other biogases; and ● the sale of raw bird's nests, higher end processed bird's nest products and sea grapes (Caulerpa Lentillifera) Dividends There were no dividends paid, recommended or declared during the current or previous financial year. Review of operations The loss for the consolidated entity after providing for income tax and non-controlling interest amounted to $1,486,553 (30 June 2024: $2,651,814). During the year the consolidated entity acquired a seaweed operation in Indonesia in a business combination. After completion the consolidated entity secured a product sales agreement for the supply of seaweed and the first revenues were generated from Indonesian customers. The consolidated entity also engaged in research and development activities in Indonesia, entering into arrangements with Tamasek Polytechnic to research the viability of extracting mineral resources from seaweed and the production of seaweed by-products. The consolidated entity raised funds from loans and equity raising during the year, and entered into arrangements with some creditors too enable it to operate during the year. The conversion of new and existing loans to equity and the conversion of some director liabilities to equity has enabled the consolidated entity to develop its strategy and trading operations throughout the year. The net liability position at 30 June 2025 is $1,464,466 (2024: $1,419,040). Significant changes in the state of affairs The directors were focussed on raising capital and debt funds, while rationalising the Company’s business and investment opportunities. The Company raised $200,000 in debt funding, that was converted to equity after receiving shareholder approval. In addition the Company received $105,000 from directors that was converted to equity during the year. 101,666,670 ordinary shares were issued to settle the loans, along with 29,166,668 free attaching options exercisable at $0.006 per share. The consolidated entity raised capital through a private placement in December 2025, raising $125,000 before costs and issuing 41,666,668 ordinary shares and 20,833,334 share options, exercisable at $0.006 per share. 5 BPH Global Limited Directors' report 30 June 2025 The consolidated entity acquired seaweed operations in Indonesia, entering into an agreement with PT Mitra Global (a company in Indonesia) and its partners, Rajiv Ramnarayan and Deepak Jha to acquire its business and assets. Upon completion the company agreed to establish a subsidiary in Indonesia to hold the assets of the business and undertake the venture. Deepak was responsible for identification of a CEO, and for commencement of the operations in BPH. The company agreed to pay the following purchase consideration: - the issue of 10 million ordinary BP8 shares, with a fair value of $30,000 at issue date; - Milestone payments of $25,000 in BP8 shares at the following milestones: (i) Upon BP8 Indonesia being granted an export licence to enable the export of seaweed. The milestone must be achieved within 12 months of execution of the agreement. (ii) Upon BPH Indonesia generating USD$50,000 or greater in sales revenue during the 12 month period commencing on the date that BP8 distributes the first tranche of working capital. (iii) Upon BPH Indonesia generating USD$150,000 or greater in sales revenue during the 24 month period commencing on the date that BP8 distributes the first tranche of working capital; (iv) Upon BP8 acquiring the Biostimulant Patent licence, within 12 months of the date of the budget for acquiring the licence being signed. The parties agreed that subject to due diligence and negotiating binding agreements on satisfactory terms to BP8, the parties will use their best endeavours to procure the licence for BPH Indonesia from Central Sale and Marine Institute, India. The estimated cost is USD$150,000. 58,333,334 ordinary shares were issued to directors to settle liabilities relating to previous unpaid fees. The shares were issued as $0.003, paying $175,000 of outstanding director fees. The Company completed a share placement 2nd May placing 304,500,000 ordinary shares at $0.002 each, raising $609,000 before costs. One free share option is to be issued with every four shares subscribed for. 138,176,500 ordinary shares were issued to settle convertible notes with a face value of $276,353 including interest. Each share was issued at $0.002 each, with a free attaching option to be issued after shareholder approval. On 16 December 2024, 100,000 share options expired. On 28 February 2025, 5,000,000 share options expired. There were no other significant changes in the state of affairs of the consolidated entity during the financial year. Matters subsequent to the end of the financial year On 13 August 2025 the consolidated entity announced that it had entered into a Trade Financing Facility of US$375,000 to support growth of the Indonesian seaweed business. The Facility was secured via a Lien over the seaweed stock of BPH Global Indonesia. Key terms were as follows: ● ● ● ● minimum US$75,000 drawdowns. term is 12 months from the first drawdown. interest of 15% per annum, calculated monthly and compounded. secured via a lien over the seaweed stock. On 3 September 2025 5,533,338 share options expired. On 17 September 2025 the Company announced that it had received commitments of up to $1,100,000 from investors in a private placement. Tranche 1 was completed with the issue of 250,000,000 ordinary shares at $0.002 each, raising $500,000 before costs. No other matter or circumstance has arisen since 30 June 2025 that has significantly affected, or may significantly affect the consolidated entity's operations, the results of those operations, or the consolidated entity's state of affairs in future financial years. 6 BPH Global Limited Directors' report 30 June 2025 Likely developments and expected results of operations The consolidated entity will continue to develop the seaweed business in Indonesia, having secured a Trade Finance Facility. Further research and development work will continue on the variety of mineral and by-products to be extracted from the seaweed stock. Environmental regulation The consolidated entity is not subject to any significant environmental regulation under Australian Commonwealth or State law. Information on directors (as at 30 June 2025) Name: Paul Stephenson Title: Non-Executive Chairman Experience and expertise: Mr Paul Stephenson was a partner in the Sydney Office of HWL Ebsworth Lawyers (HWLE) for thirteen years before retiring from the partnership in 2017. Mr Stephenson remains a consultant with HWLE. Mr Stephenson specialises in public and private equity fundraising, initial public offerings, backdoor listings and reverse mergers (both in Australia and the United States), and mergers and acquisitions involving both private and listed companies. Mr Stephenson has experience in a large number of industry sectors including resources, oil and gas, retailing, financial markets, and cannabis. Mr Stephenson has acted on many cross-border transactions and has expertise in equity capital markets and M&A transactions involving the USA, UK, China, Indonesia, Singapore, Malaysia, Hong Kong and Israel. Other current directorships: Former directorships (last 3 years): None Interests in shares: 44,662,506 ordinary shares Interests in options: 1,000,000 Options exp 28/02/2027 exercisable at $0.085 833,333 Options exp 07/07/2027 exercisable at $0.05 9,333,334 Options exp 11/12/2026 exercisable at $0.02 4,166,667 Options exp 13/12/2027 exercisable at $0.006 12,500,000 Options exp 28/02/2028 exercise at $0.006 Name: Title: Experience and expertise: Other current directorships: Former directorships (last 3 years): Interests in shares: Interests in options: Francesco Cannavo Executive Director Mr Cannavo is an experienced public company director with significant business and investment experience working with companies operating across various industry sectors. Mr Cannavo is the founder of Golden Venture Capital, a corporate advisory firm based out of Melbourne, Australia. He has been instrumental in assisting many listed and unlisted companies achieve their growth potential by providing strategic advice on raising investment capital and completing strategic acquisitions. He is an entrepreneur with a strong network of investors and industry contacts in the public company sector in Australia and throughout the Asia-Pacific region. He has extensive experience in capital raisings, investment activities and IPOs. Golden Mile Resources Ltd (ASX: G88) Western Mines Group Ltd (ASX: WMG) Lightning Minerals Ltd (ASX: L1M, resigned 28 November 2024) I-Global Holdings Ltd (ASX: IGH, resigned October 2022) IBP Petroleum Ltd (ASX: IPB, resigned June 2024) 35,498,941 ordinary shares 1,000,000 Options exp 28/02/2027 exercisable at $0.1 833,334 Options exp 07/07/2027 exercisable at $0.05 9,333,334 Options exp 11/12/2026 exercisable at $0.02 4,166,667 Options exp 13/12/2027 exercisable at $0.006 8,333,334 Options exp 28/02/2028 exercisable at $0.006 7 BPH Global Limited Directors' report 30 June 2025 Name: Title: Experience and expertise: Other current directorships: Former directorships (last 3 years): Interests in shares: Interests in options: Name: Title: Experience and expertise: Other current directorships: Former directorships (last 3 years): Interests in shares: Interests in options: Name: Title: Experience and expertise: Other current directorships: Former directorships (last 3 years): Interests in shares: Matthew Leonard Executive Director Mr Leonard is an accomplished and internationally proven business development professional. With over 12 years of outstanding record of achievement in demanding, complex and highly competitive markets. He possesses expertise across advertising, marketing and media event management sectors, with recent focus on linking opportunities with high net worth individuals throughout Asia. Mr Leonard is also a member of Golden Venture Capital which provides corporate advisory and consultancy services. In this role, Mr Leonard has assisted a number of companies to raise capital throughout Asia and Australia. Agri Skylight Ltd (NSX: AGS) Go DX (NSX:GD8, resigned 8 October 2024) 31,166,668 ordinary shares 1,000,000 Options exp 28/02/2027 exercisable at $0.1 833,334 Options exp 07/07/2027 exercisable at $0.05 5,333,334 Options exp 11/12/2026 exercisable at $0.02 4,166,667 Options exp 13/12/2027 exercisable at $0.006 8,333,334 Options exp 28/02/2028 exercisable at $0.006 Yanhua Huang Non-Executive Director Mr Huang is a seasoned businessman and management consultant with almost 20 years of experience, accumulated from working in management consulting firm Accenture and audit firm KPMG, and also from managing companies in the construction, manufacturing and trading industries. Mr Huang graduated from Lancaster University with a Bachelor degree and from the London School of Economics with a Master’s degree. None None 20,789,474 ordinary shares 5,000,000 Options exp 07/07/2027 exercisable at $0.05 Deepak Jha Operations director Deepak Jha has over twenty years of experience in the trading, mining, manufacturing and investing sectors in Indonesia. He is a director and shareholder of Mitro Agro Global. None None Nil 'Other current directorships' quoted above are current directorships for listed entities only and excludes directorships of all other types of entities, unless otherwise stated. 'Former directorships (last 3 years)' quoted above are directorships held in the last 3 years for listed entities only and excludes directorships of all other types of entities, unless otherwise stated. Company secretary Justyn Stedwell Mr Stedwell has over 18 years’s experience as Company Secretary of ASX listed companies and has also served as NonExecutive Director on several ASX listed company boards. He holds a Bachelor of Commerce from Monash University, a Graduate Diploma of Accounting from Deakin University and a Graduate Diploma in Applied Corporate Governance from the Governance Institute of Australia. 8 BPH Global Limited Directors' report 30 June 2025 Meetings of directors The number of meetings of the company's Board of Directors ('the Board') held during the year ended 30 June 2025, and the number of meetings attended by each director were: Full Board Attended Held Paul Stephenson Frank Cannavo Matthew Leonard Yanhua Huang Deepak Jha* * 5 5 5 2 5 5 5 5 2 Appointed 22 April 2025 Held: represents the number of meetings held during the time the director held office. Remuneration report (audited) This report outlines the remuneration arrangements in place for Directors and key management personnel of BPH Global Limited and its controlled entities. Key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the entity, directly or indirectly, including all directors. Principles used to determine the nature and amount of remuneration The Board of Directors is responsible for determining and reviewing compensation arrangements for the Directors and senior executives. The Board assesses the appropriateness of the nature and amount of emoluments of such officers on a periodic basis by reference to relevant employment market conditions, with the overall objective of ensuring maximum stakeholder benefit from the retention of a high quality Board and executive team. Remuneration of Directors and executives is referred to as compensation as defined in AASB 124. Compensation levels for key management personnel of the Group are competitively set to attract and retain appropriately qualified and experienced Directors and executives. The compensation structures explained below are designed to attract suitably qualified candidates, reward the achievement of strategic objectives, and achieve the broader outcome of creation of value for shareholders. The compensation structures take into account: ● the capability and experience of the key management personnel; ● the key management personnel’s ability to control the relevant segments’ performance; ● Group’s performance including: (i) the consolidated entity's earnings; (ii) the growth in share price and delivering constant returns on shareholder wealth; and (iii) the amount of incentives within each key management person’s compensation. Additionally, the reward framework should seek to enhance executives' interests by: ● rewarding capability and experience ● reflecting competitive reward for contribution to growth in shareholder wealth ● providing a clear structure for earning rewards In accordance with best practice corporate governance, the structure of non-executive director and executive director remuneration is separate. Compensation packages include a mix of fixed and variable compensation and short- and long-term performance-based incentives. In addition to their salaries, the Group also provides non-cash benefits to its key management personnel, and contributes to post-employment superannuation plans on their behalf. 9 BPH Global Limited Directors' report 30 June 2025 Fixed remuneration Fixed compensation consists of base compensation (which is calculated on a total cost basis) to the Group, as well as employer contributions to superannuation funds. Compensation levels are reviewed annually through a process that considers individual, segment and overall performance of the Group. Performance-linked remuneration Performance-linked compensation includes both short-term and long-term incentives and is designed to reward key management personnel for meeting or exceeding their financial and personal objectives. The short-term incentive (STI) is an “at risk” bonus provided in the form of cash, while the long-term incentive (LTI) is provided as options over ordinary shares of the Group under the rules of the Employee Share Option Plan. Long-term incentives Options may be issued under the Employee Share Option Plan and it provides for key management personnel to receive options over ordinary shares for no consideration. The ability to exercise the options may be conditional on the Group achieving certain performance hurdles. The performance hurdles comprise the Group reaching and exceeding its budgeted profit forecast. Short-term incentive bonus Financial and non-financial objectives are used to determine key management personnel performance. No use was made of remuneration consultant during the year. Voting and comments made at the company's 27 November 2024 Annual General Meeting ('AGM') At the 27 November 2024 AGM, 87.7% of the votes received supported the adoption of the remuneration report for the year ended 30 June 2024. The company did not receive any specific feedback at the AGM regarding its remuneration practices. Details of remuneration Amounts of remuneration Details of the remuneration of key management personnel of the consolidated entity are set out in the following tables. The key management personnel of the consolidated entity consisted of the following directors of BPH Global Limited: ● Paul Stephenson (Non-executive chairman) ● Frank Cannavo (Executive director) ● Matthew Leonard (Executive director) ● Yanhua Huang (Non-executive director) ● Deepak Jha (Executive director, appointed 22 April 2025) Short-term benefits 2025 Non-Executive Directors: Paul Stephenson Yanhua Huang Executive Directors: Frank Cannavo Matthew Leonard Deepak Jha* Cash salary and fees $ Cash bonus $ Annualleave $ Postemployment Long-term benefits benefits Sharebased payments Long service leave $ Equitysettled $ Superannuation $ Total $ 120,000 120,000 - - 13,800 - - - 133,800 120,000 120,000 120,000 39,040 519,040 - 15,117 15,117 30,234 13,800 13,800 41,400 - - 148,917 148,917 39,040 590,674 10 BPH Global Limited Directors' report 30 June 2025 * Deepak Jha was appointed on 22 April 2025. Short-term benefits 2024 Non-Executive Directors: Paul Stephenson Yanhua Huang Executive Directors: Frank Cannavo Matthew Leonard* * Cash salary and fees $ Cash bonus $ Annual leave $ Postemployment Long-term benefits benefits Sharebased payments Long service leave $ Equitysettled $ Superannuation $ Total $ 120,000 120,000 - - 3,465 - - - 123,465 120,000 120,000 122,457 482,457 - 9,100 9,100 18,200 6,215 7,315 16,995 - - 135,315 138,872 517,652 Matthew Leonard was appointed as Director on 30 March 2023. The proportion of remuneration linked to performance and the fixed proportion are as follows: Name Fixed remuneration 2025 2024 At risk - STI 2025 2024 At risk - LTI 2025 2024 Non-Executive Directors: Paul Stephenson Yanhua Huang 100% 100% 100% 100% - - - - Executive Directors: Frank Cannavo Matthew Leonard Deepak Jha 100% 100% 100% 100% 100% - - - - - Service agreements Remuneration and other terms of employment for the Directors and other Key Management Personnel are formalised in a Service Agreement. The major provisions of the agreements relating to remuneration are set out below: Director Paul Stephenson Frank Cannavo Matthew Leonard Yanhua Huang Deepak Jha* * Base salary/Fees AU$120,000 AU$120,000 AU$120,000 AU$120,000 US$54,000 Term of agreement No fixed term No fixed term No fixed term No fixed term One year Notice period 4 months 4 months 4 months 4 months No Notice period Deepak Jha has entered into a one year service contract to act as director of BPH Indonesia and it operations manager for 1.25 days per week. The agreement can be extended by agreement in writing. Deepak also has an appointment as a director BPH Global Ltd. Share-based compensation Issue of shares There were no shares issued to directors and other key management personnel as part of compensation during the year ended 30 June 2025. The director were issued shares to settle their outstanding director fees during the year. Options There were no options over ordinary shares issued to directors and other key management personnel as part of compensation that were outstanding as at 30 June 2025. 11 BPH Global Limited Directors' report 30 June 2025 Additional information The earnings of the consolidated entity for the five years to 30 June 2025 are summarised below: Sales revenue EBITDA EBIT Loss after income tax 2025 $ 2024 $ 2023 $ 2022 $ 2021 $ 352,376 (1,453,273) (1,453,439) (1,487,177) 109,965 (2,815,835) (2,815,835) (2,836,246) 339 (4,592,402) (4,611,894) (4,611,894) 494,005 (2,818,084) (2,945,052) (2,945,052) 8,495,417 (2,613,597) (2,536,512) (2,536,512) 2022* ** 2021 ** The factors that are considered to affect total shareholders return ('TSR') are summarised below: 2025 Share price at financial year end ($) Basic earnings per share (cents per share) * ** 2024 0.020 0.260 2023** 0.003 0.170 0.015 (2.070) (0.350) 0.080 (0.360) Shares under suspension in 2022. Basic EPS unadjusted for impact of share consolidation that took place in 2024. Additional disclosures relating to key management personnel Shareholding The number of shares in the company held during the financial year by each director and other members of key management personnel of the consolidated entity, including their personally related parties, is set out below: Ordinary shares Paul Stephenson Frank Cannavo Matthew Leonard Yanhua Huang * Balance at the start of the year Received as part of remuneration 11,329,172 10,498,940 6,166,667 20,789,474 48,784,253 - Additions Disposals/ Other* Balance at the end of the year 8,333,334 8,333,334 8,333,334 25,000,002 25,000,000 16,666,667 16,666,667 58,333,334 44,662,506 35,498,941 31,166,668 20,789,474 132,117,589 Shares were issued to settle outstanding director fees from previous