Announcement PDF ACN 009 104 330 24 October 2024 Company Announcements Pla1orm Australian Securi5es Exchange Agreements to establish Indonesian-based seaweed business and capital raising Highlights • • • • • • Establishment of Indonesian-based, seaweed focused business BP8 to incorporate 100% owned subsidiary in Indonesia Joint venture partners to contribute assets to the venture Focus on commercialisaHon opportuniHes based on sales of raw seaweed and seaweed-based and infused products ParHcular focus on development of seaweed-based bio sHmulant products for sale into the Indian market AUD100,000 placement by a venture partner to support development of the business Further to previous announcements made by the Board of BPH Global Ltd (ASX: BP8) (Company) regarding the Company’s strategic review of its seaweed opera5ons and the expansion of its R&D opera5ons to include the extrac5on of minerals and gases for use in the baMery and energy industries, the Board is pleased to announce that the Company has entered into a binding term sheet to acquire Indonesian-based seaweed assets and for the joint development of an Indonesianbased seaweed business. Term Sheet On 22 September 2024, the Company entered into a legally binding term sheet (Term Sheet) with Singapore and Indonesian-based joint venture partners Messrs Rajiv Ramnarayan and Deepak Jha and PT Mitra Agro Global an Indonesian company (together the JV Partners) for the acquisi5on by the Company of Indonesian-based assets owned by the JV Partners (Assets) and the incorpora5on by the Company of a wholly owned Indonesian subsidiary (BP8 Indonesia). The JV Partners have undertaken preliminary ac5vi5es in developing seaweed sourcing in Indonesia and iden5fying poten5al sales channels for the seaweed supply and are undertaking preliminary R&D into a seaweed bio-s5mulant 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-sHmulant IP} and will assist the Company in its endeavours to obtain a licence to use that intellectual property. 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. The key terms of the Term Sheet are as follows: 1. BP8 agrees to buy and the JV Partners agree to sell the Assets. 2. Following comple5on, the par5es will work together to develop the seaweed trading business including the bio-s5mulant seaweed project. 3. The JV Partners will introduce poten5al bio-s5mulant patent licences to be obtained by BP8 or its nominee following comple5on. The par5es must use their best endeavours to procure that BP8 Indonesia acquires a bio-s5mulant patent licence. 4. The Company will contribute to the joint venture business: • funding based on an agreed budget between the par5es; and • seaweed R&D, intellectual property and know-how contribu5ons based on BP8’s historical seaweed ac5vi5es; and • procuring its team members and consultants with seaweed exper5se to provide services to BP8 Indonesia for the seaweed venture. 5. Mr Jha (of the JV Partners) will oversee the appointment of a CEO of BP8 Indonesia to manage its day-to-day opera5ons in Indonesia, including seaweed sourcing, marke5ng, and sales, along with R&D ac5vi5es for the bio-s5mulant project. 6. In the interim period prior to appoin5ng a CEO, Mr Jha will be responsible for such ac5vi5es as a contribu5on from the JV Partners to drive the sales and marke5ng efforts in Indonesia. Mr Jha will allocate 25% of his weekly working hours to perform BP8 Indonesia work ac5vi5es during the period prior appointment of a new CEO for BP8 Indonesia. In considera5on of the provision of his services, BP8 Indonesia/BP8 will pay 25% of Mr Jha’s usual remunera5on. 7. BP8’s nominees will control the Board of BP8 Indonesia, with one JV Partners’ representa5ve joining the Board of that company. 8. The purchase considera5on for the Seaweed Assets will be an upfront issuance of A$50,000 shares in the Company at A$0.005 per share, being 10,000,000 shares (equivalent of 2.5% of the current issued capital of the Company. 9. 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. 10. During the period commencing on comple5on of the transac5on 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 agree to provide the services under such Licences and make available the Licences for use by BP8 Indonesia to operate the business. 11. Comple5on of the transac5on is subject to condi5ons precedent including: • BP8 comple5ng sa5sfactory due diligence on BP8 comple5ng sa5sfactory due diligence on the Assets; • The par5es execu5ng any documents required under Indonesian law to effect a transfer of the Assets from the JV Partners to the BP8 Indonesia or other nominee of BP8. • The Assets being acquired are free of all encumbrances and any third-party rights. • Any requisite Australian regulatory, ASX and shareholder approvals for the transac5on being obtained by BP8. Note that the Company has received no2ce from the ASX that, based on the informa2on provided by the Company to ASX regarding the acquisi2on, ASX Lis2ng Rules 11.1.1 and 11.1.2 do not apply to the proposed acquisi2on. • Any requisite Indonesian legal regulatory approvals for the transac5on being obtained. • The landlord for the JV Partner’s warehouse premises providing its in-principle consent to a transfer of the exis5ng lease (or grant of a new lease) for the warehouse premises to BP8 Indonesia upon its incorpora5on. • Mr Jha sourcing a CEO for BP8 Indonesia on employment terms agreed by BP8 and the JV Partners (or Mr Jha otherwise sa5sfying BP8 that prior to appointment of a CEO he will perform the management responsibili5es). • Any other condi5ons precedent considered appropriate and necessary based on BP8’s due diligence enquiries during the due diligence period. The expiry date for the Condi5ons Precedent is 31 December 2024 (Expiry Date). The condi5ons precedent are for the benefit of BP8, and BP8 has the right to waive any of the condi5ons precedent to comple5on of the transac5on. BP8 may terminate this document by wriMen no5ce to the JV Partners if a Condi5on Precedent cannot be sa5sfied; or if each Condi5ons Precedent is not sa5sfied or waived before the Expiry Date. 12. The JV Partners have given exclusive dealing undertakings to the Company for the period from execu5on of the Terms Sheet un5l comple5on of the transac5on or termina5on of the Terms Sheet. The Company an5cipates that comple5on of the acquisi5on will take place by 4 December 2024. The Company will provide the market with updates regarding the date for comple5on of the acquisi5on. Background The Company’s core seaweed business is focused on: • the cul5va5on and sales raw seaweed; and • the extrac5on of seaweed-based nutraceu5cal for u5lisa5on in the food, nutri5on, healthcare, health supplements, cosme5cs and personal care industries. The Company has developed intellectual property in the form of proprietary biotechnology, including a macroalgae seed bank, macroalgae proprietary precision cul5va5on system and key downstream extrac5on technologies. The Company is constantly seeking opportuni5es to create opera5onal opportuni5es to commercialise its intellectual property. The Company’s strategic review of its seaweed opera5ons included the in-depth, thorough review of the viability of the floa5ng pla1orm in the East Johor Strait which resulted in the sale of the pla1orm and similarly to the closure of the Company’s R&D facility on St John’s Island, Singapore. Also resul5ng from that review, the Company reaffirmed its rela5onship with Gaia Mariculture Pte Ltd (Gaia Mariculture) by entering into a new R&D-focused consultancy agreement with that company. Principal goals for the Company’s seaweed opera5ons arising from the strategic review included: • securing loca5ons for the low-cost cul5va5on and/or purchase of seaweed; • establishing commercial scale cul5va5on opera5ons; • loca5ng the Company’s cul5va5on sites proximate to; o exis5ng or poten5al sales markets so as to drive the commerciality of its sales opera5ons and o Singapore to underpin the Company’s R&D ac5vi5es which are focussed on nutraceu5cal and mineral and gas extrac5on from process raw seaweed; and • enter into supply agreements with commercial-scale seaweed farmers. With these goals in mind, the Company has entered into the Term Sheet for the acquisi5on of the Assets and for the joint development of the Indonesian-based seaweed business. Expansion of the seaweed business and R&D acHviHes enabled Comple5on of the acquisi5on of the Assets and the joint development of the Indonesian-based business together with the JV Partners will enable the Company to both cul5vate and harvest seaweed and to acquire seaweed from third party sellers: • • • • • for sale as raw seaweed (such as sea grapes) into ASEAN 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 enable the conduct of R&D on the extrac5on of minerals, nano-minerals and chemicals for use in the baMery and energy industries; and to enable the conduct of R&D on the produc5on and extrac5on of biohydrogen and other biogases. Placement to a JV Partner In previous announcements to the market the Company has stated its inten5on to engage deeply with prospec5ve investors with a par5cular focus on investors who have relevant industry experience and an understanding and apprecia5on of the Company’s business development plans. The Board is pleased to announce the execu5on of an investment term sheet dated 22 October 2024 with JV Partner Mr Rajiv Ramnarayan (Investment Term Sheet) pursuant to which Mr Ramnarayan will provide the Company with $100,000 in two tranches of $50,000. The key terms of the Investment Term Sheet are as follows: 1. Total Investment Monies: A$100,000 comprising: • The Tranche One Investment Monies: A$50,000 due by 25 October 2024; and • The Tranche Two Investment Monies: A$50,000 due by 25 November 2024. 2. The Total Investment Monies will be treated as an interest free unsecured loan to the Company (Loan) pending the issuance of the shares in the Company to Mr Ramnarayan on conversion of the Loan. 3. The Company will convert the Loan into shares upon obtaining the necessary shareholder approval for the allotment of shares to Mr Ramnarayan. 4. The Company will seek to obtain the shareholder approval for the conversion of the Loan into shares within 3 months from the date of the Investment Term Sheet. 5. If the Loan is not converted into shares within 6 months from the date of this Term Sheet, the Loan will be repayable to Mr Ramnarayan. 6. Price per share on conversion of the Loan: A$0.003 per share. 7. No of Shares: The Loan shall be conver5ble into 33,333,334 Shares. 8. In considera5on for Mr Ramnarayan providing the Loan, the Mr Company will grant him 16,666,667 op5ons, being one (1) free unlisted op5on for every 2 BP8 shares subscribed for upon conversion of the Loan to shares. 9. Exercise Price: A$0.006 per share. 10. Op5on expiry date: the date which is 3 years from the date of issue of the op5on. 11. Other terms: Based on the standard and customary terms of issue for an unlisted op5on issued in accordance with ASX lis5ng rules. About PT Mitra Agro Global 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, www.mitraagroglobal.com. 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 upliqs farmers and safeguards their well-being and livelihoods. Ongoing updates The Company will provide further updates in due course on its progress with these maMers. - 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 Address: Block Arcade, Office 324, Level 3, 96 Elizabeth St, Melbourne, VIC, 3000