Announcement PDF BPH GLOBAL LTD ACN 009 104 330 Level 5, 126 Phillip Street, Sydney NSW 2000, Australia 23 October 2023 60 Days’ Market Update on China-based and other business ac�vi�es Highlights • • • Execu�ve Directors undertake new visit to China and Singapore to advance BP8’s Birds’ Nest projects. Expansion of sales, marke�ng, and distribu�on channels for Birds’ Nest products. Focus on comple�on of the acquisi�on of Foshan Gedishi Biotechnology Co Ltd which will incorporate the China Tobacco distribu�on agreement into the BP8 group. Further to the announcements made by the Board of BPH Global Ltd (ASX: BP8) (Company) on 20 July 2023 (20 July Announcement) and 1 September 2023 (1 September Announcement), the Board announces that the Company’s execu�ve Directors Mathew Leonard and Frank Cannavo are again visi�ng Singapore and China for a series of commercial mee�ngs to advance the Company’s birds’ nest projects and to con�nue the Company’s assessment of its Singapore-based ac�vi�es. Timetable milestones In the 20 July Announcement, the Company announced the goals of the new Board and management team over the coming three months commencing with the then proposed ini�al China visit as a means to facilitate the commercialisa�on of the Company’s bird’s nest products and to engage deeply with China, Singapore and Malaysia-based investors ahead of the proposed placement and conver�ble note offers. That announcement was followed by the 1 September Announcement which provided an update regarding the outcomes achieved in the ini�al China visit. As announced previously, the Company has structured its ac�vi�es around �meline milestones as follows: • • • 30 days - The China visit: Ini�al visits to China, Malaysia and Singapore were undertaken. 60 days - Comple�on of transac�ons: Following on from the ini�al China visit, the Company has: o executed an agreement to acquire 100% of Foshan Gedishi Biotechnology Co Ltd (Foshan), the company which undertook the birds’ nest pilot study in Foshan, China (Foshan Agreement); o executed of a joint venture R&D agreement with Chemokine Yuesheng (Chemokine) for the development of new products including birds’ nest extract tablets infused with Australian honey and mushroom extract (Chemokine Agreement); and o completed a fund raise in the aggregate amount of $970,000 under placement and conver�ble note offers. 90 days - Execu�on: The non-execu�ve Directors have embarked on a further visit to Singapore and China. The Company will be seeking to commence and consolidate opera�ons pursuant to the new commercial opera�ons agreements, further review and ra�onalisa�on of Malaysian and Singaporebased assets and provide ini�al confirma�on (in part) of use of funds raised during the placement and conver�ble note offers. Addi�onal visits to Singapore and China The Company’s execu�ve Directors Mathew Leonard and Frank Cannavo are again visi�ng Singapore and China for a series of commercial mee�ngs to advance the Company’s birds’ nest projects and to con�nue the Company’s assessment of its Malaysia and Singapore-based ac�vi�es. In the 20 July Announcement, the Board stated it would priori�se the finalisa�on and execu�on of agreements regarding the investment and commercial opera�ons opportuni�es that arose from the ini�al China visit during the second 30 days of the 90 days’ �metable. The Company was pleased to announce the execu�on of the Foshan Agreement and the Chemokine Agreement. As the Company has now entered the third of the three 30 days’ periods, its focus is now on the comple�on of the acquisi�on of Foshan targeted for late November 2023 and consolida�on of opera�ons pursuant to these executed agreements. Bird’s nest products The 20 July Announcement highlighted the pilot program which successfully trialled supply and distribu�on channels for the sale of bird’s nest products via China Tobacco’s outlets in Guangzhou and via social media influencers on Douyin, the China version of TikTok, most recently from December 2022 to February 2023 (Pilot Study). On 20 September 2023, the Company announced it had entered into the Foshan Agreement to acquire 100% of Foshan. The execu�ve Directors are currently in China to complete the Company’s due diligence review of Foshan. It is a condi�on precedent to comple�on that the Company completes the due diligence review of the Foshan business to its sa�sfac�on. The Company’s management and professional advisors are intending to work through and sa�sfy the key condi�ons precedent to comple�on of the Company’s acquisi�on of Foshan over the coming month. Comple�on of the acquisi�on is an�cipated to occur 2 business days following the Company’s AGM on 21 November 2023 where shareholder approval for the issuance of shares to the vendors is being sought. On comple�on of the acquisi�on of Foshan, the Company will focus its aten�on on ensuring supply of birds’ nest products in the lead up to Chinese New Year in February 2024, the peak demand period for birds’ nest products in China. The execu�ve Directors con�nue to work closely with non-execu�ve Director Michael Huang on the Company’s birds’ nest ac�vi�es, and during their China visit will seek to consolidate the Company’s plans for growing its sales and distribu�on footprint for birds’ nest products in China. The Company is currently in nego�a�ons with China Tobacco to enter into addi�onal distribu�on agreements that will have the effect of growing the Company’s sales and distribu�on footprint in China. Bird’s nest supply arrangements The Company has predicated its plans to secure birds’ nests supply arrangements on comple�on of the Foshan acquisi�on and securing funding under the placement and conver�ble note offers. Having secured funding under the offers, and subject to comple�on of the Foshan acquisi�on occurring, the Company will acquire birds’ nest products in Malaysia for sales and distribu�on in China in the lead up to and during the Chinese New Year holiday period. Chemokine Agreement Whilst in Singapore the execu�ve Directors met with representa�ves of Chemokine to discuss the implementa�on of the Chemokine Agreement. The Company entered into the Chemokine Agreement with Singapore-based company Chemokine for the joint development of two (2) birds’ nest related products: • A capsule form birds nest product incorpora�ng Australian honey extract; and • A nutraceu�cal form birds’ nest product incorpora�ng nutraceu�cals extracted from mushrooms. In line with the par�es’ undertakings in the Chemokine Agreement, the par�es will seek to agree the commercialisa�on terms for each Project in the context of determining and agreeing the budget for each Project. Ongoing review of Singapore and Malaysia opera�ons As part of its ongoing extensive review and restructure of opera�ons, the Company is ac�oning the winding up/deregistra�on of its sole Malaysian subsidiary SCU Southeast Asia Sdn Bhd and its second Singapore-based subsidiary SCU Essen�als Pte Ltd. Both companies are not currently playing an ac�ve part in the Company’s opera�ons and do not form part of Company’s planned opera�ons for the future. As with other costs savings that have resulted from the Company’s ongoing strategic review, the savings realised through the closure of these companies will be wisely reinvested in key opera�onal areas of the Company’s business. The Company has also completed its strategic review of the opera�on of the floa�ng pla�orm in the East Johor Strait and is conduc�ng discussions with its joint venture partner Rong-Yao Fisheries Pte Ltd regarding a poten�al sale of the pla�orm to a third party. The Company’s ongoing focused approach to cost reduc�on and strategic capital u�lisa�on has and will yield tangible results, and we an�cipate further progress in this area. Fund raise successfully completed On 12 October 2023, the Company disclosed in a cleansing prospectus that it had completed a fund raise in the aggregate amount of $970,000 under placement and conver�ble note offers comprising: • • • $368,750 from ins�tu�onal, professional and sophis�cated investors for 368,750 conver�ble notes under the conver�ble note offer; $371,250 from ins�tu�onal, professional and sophis�cated investors for 247,500,000 shares and new op�ons under the placement; and $230,000 from Directors and the Company’s chief financial officer (CFO) for 153,333,333 shares and ataching new op�ons under the placement offer, the amount having been agreed to be offset against unpaid amounts owing and payable by the Company to those Directors and the CFO. The Company has closed the placement offer but the conver�ble note offer will remain open un�l the closing date on 8 December 2023, unless closed earlier by the Company. The majority of the funds raised will be spent on the Company’s China-based opera�ons for the sale and distribu�on of birds’ nest products in the China market. Ongoing updates The Company will provide further updates in due course on its progress with these maters and the achievement of the target �melines set out above. - END Authorised for lodgement by the Board of the Company For further informa�on, please visit our website at htps://bphglobal.com.au/ or contact: Mr Paul Stephenson BPH Global Limited Chairman E: pauls@bp8global.com