Announcement PDF BPH Global Ltd Notice of General Meeting Explanatory Statement | Proxy Form Monday, 17 February 2025 4:00pm AEDT Address Automic offices at Suite 5, Level 12, 530 Collins Street Melbourne VIC 3000 This Notice of Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting. Contents Venue and Voting Information 2 Notice of General Meeting – Agenda and Resolutions 3 Notice of General Meeting – Explanatory Statement 12 Glossary 27 Annexure A – Options Terms Attached Annexure B – Convertible Note Deed Poll Terms Attached Proxy Form Attached Venue and Voting Information The General Meeting of the Shareholders to which this Notice of Meeting relates will be held at 4:00pm (AEDT) on Monday 17 February 2025 at Automic offices at Suite 5, Level 12, 530 Collins St, Melbourne VIC 3000 (Meeting). Your vote is important The business of the General Meeting affects your shareholding and your vote is important. Voting in person To vote in person, attend the General Meeting on the date and at the place set out above. Voting by proxy To vote by proxy, please use one of the following methods: Online Lodge the Proxy Form online at https://investor.automic.com.au/#/loginsah by following the instructions: Login to the Automic website using the holding details as shown on the Proxy Form. Click on ‘View Meetings’ – ‘Vote’. To use the online lodgement facility, Shareholders will need their holder number (Securityholder Reference Number (SRN) or Holder Identification Number (HIN)) as shown on the front of the Proxy Form. For further information on the online proxy lodgement process please see the Online Proxy Lodgement Guide at https://www.automicgroup.com.au/virtual-agms/ By post Automic, GPO Box 5193, Sydney NSW 2001 By hand Automic, Level 5, 126 Phillip Street, Sydney NSW 2000 By email Completing the enclosed Proxy Form and emailing it to: meetings@automicgroup.com.au Your Proxy instruction must be received not later than 48 hours before the commencement of the Meeting. Proxy Forms received later than this time will be invalid. Power of Attorney If the proxy form is signed under a power of attorney on behalf of a shareholder, then the attorney must make sure that either the original power of attorney or a certified copy is sent with the proxy form, unless the power of attorney has already provided it to the Share Registry. Corporate Representatives If a representative of a corporate shareholder or a corporate proxy will be attending the Meeting, the representative should bring to the Meeting adequate evidence of their appointment, unless this has previously been provided to the Share Registry. BPH Global Ltd | General Meeting – Notice of Meeting and Explanatory Statement 2 Notice of General Meeting Notice is hereby given that a General Meeting of Shareholders of BPH Global Ltd ACN 009 104 330 will be held at 4:00pm (AEDT) on Monday 17 February 2025 at Automic offices at Suite 5, Level 12, 530 Collins St, Melbourne VIC 3000 (Meeting). The Explanatory Statement to this Notice of Meeting provides additional information on matters to be considered at the General Meeting. The Explanatory Statement and the Proxy Form forms part of this Notice of Meeting. The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the General Meeting are those who are registered Shareholders at 5:00pm (AEDT) on 15 February 2025. Terms and abbreviations used in this Notice of Meeting and Explanatory Statement are defined in the Glossary. Agenda Resolutions Resolution 1 – Ratification of Prior Issue of Placement Shares under ASX Listing Rule 7.1 To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution: “That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, the Shareholders ratify the allotment and prior issue of 41,666,668 Placement Shares issued on 31 December 2024 and otherwise on the terms and conditions set out in the Explanatory Statement which accompanies and forms part of this Notice of Meeting.” Voting Exclusion Statement: The Company will disregard any votes cast in favour of Resolution 1 by or on behalf of: (a) a person who participated in the issue or is a counterparty to the agreement being approved; or (b) an Associate of that person or those persons. However, this does not apply to a vote cast in favour of Resolution 1 by: (i) a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with directions given to the proxy or attorney to vote on the Resolution in that way; or (ii) the Chair of the Meeting as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or (iii) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met: • the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and • the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way. BPH Global Ltd | General Meeting – Notice of Meeting and Explanatory Statement 3 Resolution 2 – Approval of Issue of Placement Options To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution: “That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, the Shareholders of the Company approve the issue and allotment of 20,833,334 Placement Options, each exercisable at $0.006 per Placement Option and expiring 3 years from the date of issue to professional and sophisticated investors who participated in the Placement, and otherwise on the terms and conditions set out in the Explanatory Statement which accompanies and forms part of this Notice of Meeting.” Voting Exclusion Statement: The Company will disregard any votes cast in favour of Resolution 2 by or on behalf of: (a) a person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the Company); or (b) an Associate of that person or those persons. However, this does not apply to a vote cast in favour of Resolution 2 by: (i) a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with directions given to the proxy or attorney to vote on the Resolution in that way; or (ii) the Chair of the Meeting as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or (iii) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met: • the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and • the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way. BPH Global Ltd | General Meeting – Notice of Meeting and Explanatory Statement 4 Resolution 3 – Approval of Issue of Shares and Options to Rajiv Ramnarayan To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution: “That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, the Shareholders of the Company approve the issue and allotment of 33,333,334 Shares and 16,666,667 Options, each exercisable at $0.006 per Option and expiring 3 years from the date of issue, to Rajiv Ramnarayan (or his nominee), and otherwise on the terms and conditions set out in the Explanatory Statement which accompanies and forms part of this Notice of Meeting.” Voting Exclusion Statement: The Company will disregard any votes cast in favour of Resolution 3 by or on behalf of: (a) Rajiv Ramnarayan or any person who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the Company); or (b) an Associate of that person or those persons. However, this does not apply to a vote cast in favour of Resolution 3 by: (i) a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with directions given to the proxy or attorney to vote on the Resolution in that way; or (ii) the Chair of the Meeting as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or (iii) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met: • the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and • the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way. Resolution 4 – Approval of Issue of Shares to Nasmiza Binti Ismail To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution: “That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, the Shareholders of the Company approve the issue and allotment of 33,333,334 Shares to Nasmiza Binti Ismail (or his nominee), and otherwise on the terms and conditions set out in the Explanatory Statement which accompanies and forms part of this Notice of Meeting.” Voting Exclusion Statement: The Company will disregard any votes cast in favour of Resolution 4 by or on behalf of: (a) Nasmiza Binti Ismail or any person who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the Company); or (b) an Associate of that person or those persons. However, this does not apply to a vote cast in favour of Resolution 4 by: (i) a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with directions given to the proxy or attorney to vote on the Resolution in that way; or BPH Global Ltd | General Meeting – Notice of Meeting and Explanatory Statement 5 (ii) the Chair of the Meeting as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or (iii) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met: • the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and • the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way. BPH Global Ltd | General Meeting – Notice of Meeting and Explanatory Statement 6 Resolution 5 – Approval of Issue of Shares and Options on conversion of 239,000 Convertible Notes To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution: “That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, the Shareholders of the Company approve the issue and allotment of Shares and attaching Options on a 1:1 basis on conversion of 239,000 Convertible Notes issued pursuant to the terms and conditions of the Convertible Note Deed Poll dated 28 September 2023, each attaching Option being exercisable at $0.02 per Option and expiring 11 December 2026, and otherwise on the terms and conditions set out in the Explanatory Statement which accompanies and forms part of this Notice of Meeting.” Voting Exclusion Statement: The Company will disregard any votes cast in favour of Resolution 5 by or on behalf of: (a) a person who is expected to receive the securities as a result of the proposed issue; (b) a person who will obtain a material benefit as a result of the issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the Company); or (c) an Associate of that person or those persons described in (a) or (b). However, this does not apply to a vote cast in favour of Resolution 5 by: (i) a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with direction given to the proxy or attorney to vote on the Resolution in that way; or (ii) the Chair of the Meeting as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or (iii) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met: • the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and • the holder vote on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way. Resolution 6 – Approval to Issue up to $1,000,000 worth of Shares To consider and, if thought fit, to pass with or without amendment, as an ordinary resolution the following: "That, pursuant to and in accordance with Listing Rule 7.1 and for all other purposes, Shareholders authorise and approve the issue of up to the number of Shares determined by $1,000,000 divided by the Proposed Share Issue Price on the terms and conditions in the Explanatory Memorandum (Proposed Share Issue)." Voting Exclusion Statement: The Company will disregard any votes cast in favour of Resolution 6 by or on behalf of: (a) (b) a person who is expected to participate in, or who will obtain a material benefit as a result of, the Proposed Share Issue (except a benefit solely by reason of being a holder of ordinary securities); or an Associate of that person or those persons. However, this does not apply to a vote cast in favour of Resolution 6 by: BPH Global Ltd | General Meeting – Notice of Meeting and Explanatory Statement 7 (i) (ii) (iii) a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with directions given to the proxy or attorney to vote on the Resolution in that way; or the Chair of the Meeting as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met: • the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and • the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way. Note: the proposed allottees of any Shares issued under Resolution 6 is not yet known or identified. In accordance with Listing Rule 14.11.1 and the relevant note under that rule concerning Listing Rule 7.1, as at the date of this Notice it is not known who may participate in the Proposed Share Issue (if any). Accordingly, no Shareholders are currently excluded from voting on this Resolution 6. BPH Global Ltd | General Meeting – Notice of Meeting and Explanatory Statement 8 Resolution 7 – Approval of Issue of Shares and Options to Mr Paul Stephenson, Director of the Company To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution: “That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, the Shareholders of the Company approve the issue and allotment of 25,000,000 Shares and 12,500,000 Options each exercisable at $0.006 per Option and expiring 3 years from the date of issue, to Mr Paul Stephenson (or his nominee), Director of the Company, and otherwise on the terms and conditions set out in the Explanatory Statement which accompanies and forms part of this Notice of Meeting.” Voting Exclusion Statement: The Company will disregard any votes cast in favour of Resolution 7 by or on behalf of: (a) a person who is expected to receive the securities as a result of the proposed issue; (b) a person who will obtain a material benefit as a result of the issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the Company); or (c) an Associate of that person or those persons described in (a) or (b). However, this does not apply to a vote cast in favour of Resolution 7 by: (i) a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with direction given to the proxy or attorney to vote on the Resolution in that way; or (ii) the Chair of the Meeting as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or (iii) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met: • the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and • the holder vote on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way. Voting Prohibition Statement: In accordance with section 250BD of the Corporations Act, a person appointed as a proxy must not vote, on the basis of that appointment, on Resolution 7 if: (a) (b) the proxy is either: (i) a member of the Company’s Key Management Personnel; or (ii) a closely related party of a member of the Company’s Key Management Personnel; and the appointment does not specify the way the proxy is to vote on the resolution. However, the above prohibition does not apply if: (a) (b) the proxy is the Chair of the Meeting; and the appointment expressly authorises the Chair to exercise the proxy even if the Resolution is connected directly or indirectly with remuneration of a member of the Company’s Key Management Personnel. BPH Global Ltd | General Meeting – Notice of Meeting and Explanatory Statement 9 Resolution 8 – Approval of Issue of Shares and Options to Mr Francesco Cannavo, Director of the Company To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution: “That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, the Shareholders of the Company approve the issue and allotment of 16,666,667 Shares and 8,333,334 Options each exercisable at $0.006 per Option and expiring three years from the date of issue, to Mr Francesco Cannavo (or his nominee), Director of the Company, and otherwise on the terms and conditions set out in the Explanatory Statement which accompanies and forms part of this Notice of Meeting.” Voting Exclusion Statement: The Company will disregard any votes cast in favour of Resolution 8 by or on behalf of: (a) a person who is expected to receive the securities as a result of the proposed issue; (b) a person who will obtain a material benefit as a result of the issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the Company); or (c) an Associate of that person or those persons described in (a) or (b). However, this does not apply to a vote cast in favour of Resolution 8 by: (i) a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with direction given to the proxy or attorney to vote on the Resolution in that way; or (ii) the Chair of the Meeting as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or (iii) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met: • the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and • the holder vote on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way. Voting Prohibition Statement: In accordance with section 250BD of the Corporations Act, a person appointed as a proxy must not vote, on the basis of that appointment, on Resolution 11 if: (a) (b) the proxy is either: (i) a member of the Company’s Key Management Personnel; or (ii) a closely related party of a member of the Company’s Key Management Personnel; and the appointment does not specify the way the proxy is to vote on the resolution. However, the above prohibition does not apply if: (a) (b) the proxy is the Chair of the Meeting; and the appointment expressly authorises the Chair to exercise the proxy even if the Resolution is connected directly or indirectly with remuneration of a member of the Company’s Key Management Personnel. BPH Global Ltd | General Meeting – Notice of Meeting and Explanatory Statement 10 Resolution 9 – Approval of Issue of Shares and Options to Mr Matthew Leonard, Director of the Company To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution: “That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, the Shareholders of the Company approve the issue and allotment of 16,666,667 Shares and 8,333,334 each exercisable at $0.006 per Option and expiring 3 years from the date of issue, to Mr Matthew Leonard (or his nominee), Director of the Company, and otherwise on the terms and conditions set out in the Explanatory Statement which accompanies and forms part of this Notice of Meeting.” Voting Exclusion Statement: The Company will disregard any votes cast in favour of Resolution 9 by or on behalf of: (a) a person who is to expected to receive the securities as a result of the proposed issue; (b) a person who will obtain a material benefit as a result of the issue of the securities (except a benefit solely by reason of being a holder of ordinary securities in the Company); or (c) an Associate of that person or those persons described in (a) or (b). However, this does not apply to a vote cast in favour of Resolution 9 by: (i) a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with direction given to the proxy or attorney to vote on the Resolution in that way; or (ii) the Chair of the Meeting as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or (iii) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met: • the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and • the holder vote on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way. Voting Prohibition Statement: In accordance with section 250BD of the Corporations Act, a person appointed as a proxy must not vote, on the basis of that appointment, on Resolution 9 if: (a) (b) the proxy is either: (i) a member of the Company’s Key Management Personnel; or (ii) a closely related party of a member of the Company’s Key Management Personnel; and the appointment does not specify the way the proxy is to vote on the resolution. However, the above prohibition does not apply if: (a) (b) the proxy is the Chair of the Meeting; and the appointment expressly authorises the Chair to exercise the proxy even if the Resolution is connected directly or indirectly with remuneration of a member of the Company’s Key Management Personnel. BPH Global Ltd | General Meeting – Notice of Meeting and Explanatory Statement 11 Explanatory Statement This Explanatory Statement has been prepared for the information of the Shareholders in connection with the business to be conducted at the General Meeting to be held at 4:00pm AEDT on 17 February 2025 at Suite 5, Level 12, 530 Collins St, Melbourne VIC 3000. The purpose of this Explanatory Statement is to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions in the Notice of Meeting. If you are in any doubt about what to do in relation to the Resolutions contemplated in the Notice of Meeting and this Explanatory Statement, it is recommended that you seek advice from an accountant, solicitor or other professional advisor. Full details of the business to be considered at the General Meeting are set out below. Resolutions Resolution 1 – Ratification of Prior Issue of Placement Shares under ASX Listing Rule 7.1 Background On 16 December 2024 the Company announced a $125,000 capital raising through the issue of Shares at $0.003 per Share (Placement). Pursuant to the Placement, the Company issued 41,666,668 Shares to sophisticated investors without prior shareholder approval on 31 December 2024 pursuant to ASX Listing Rule 7.1 utilising the Company’s 15% placement capacity. Subscribers for Shares issued under the Placement will also receive one (1) attaching unlisted option for every 2 (two) Shares, subject to receipt of shareholder approval at this General Meeting (Resolution 2), with an exercise price of $0.006 expiring three (3) years from date of issue (Placement Options). There was no broker to the Placement. This Resolution seeks shareholder approval for the ratification of the issue of 41,666,668 Shares for the purpose of ASX Listing Rule 7.4 and all other purposes. ASX Listing Rules 7.1 and 7.4 Broadly speaking, and subject to a number of exceptions, Listing Rule 7.1 limits the amount of Equity Securities that a listed company can issue without the approval of its shareholders over any 12-month period to 15% of the fully paid ordinary shares it had on issue at the start of that period. The issue of the 41,666,668 Shares pursuant to the Placement does not fit within any of the exceptions to Listing Rules 7.1 and, as it has not yet been approved by Shareholders, effectively uses up the Company's placement capacities under Listing Rules 7.1. This reduces the Company's capacity to issue further Equity Securities without Shareholder approval under Listing Rules 7.1 for the 12-month period following the issue of the Shares. Listing Rule 7.4 provides that where a company in a general meeting ratifies the previous issue of securities made pursuant to Listing Rules 7.1 (and provided that the previous issue did not breach Listing Rules 7.1), those Equity Securities will be deemed to have been made with shareholder approval for the purpose of Listing Rule 7.1. The effect of Shareholders passing of Resolution 1 will be to allow the Company to retain the flexibility to issue Equity Securities in the future up to the 15% capacity set out in Listing Rule 7.1 without the requirement to obtain prior Shareholder approval. If Resolution 1 is passed, 41,666,668 Shares will be excluded in calculating the Company's 15% limit in Listing Rule 7.1, effectively increasing the number of Equity Securities it can issue without Shareholder approval over the 12-month period following the issue date. BPH Global Ltd | General Meeting – Notice of Meeting and Explanatory Statement 12 If Resolution 1 is not passed, 41,666,668 Placement Shares will continue to be included in the Company's 15% limit under Listing Rule 7.1, effectively decreasing the number of Equity Securities the Company can issue or agree to issue without obtaining prior Shareholder approval, to the extent of 41,666,668 Equity Securities for the 12-month period following the date of issue of those Shares. Information required by ASX Listing Rule 7.5 The 41,666,668 Shares were issued on 31 December 2024, to new and existing investors identified by the Company, including sophisticated investors, none of whom is a related party of the Company, a member of the Company’s key management personnel, a substantial shareholder of the Company, an advisor to the Company or an associate of any of the above. A list of the allotees is set out below: Name Shares MR MARK VINCENT LEONARD 1,666,667 ROGUE INVESTEMENTS PTY LTD 4,000,000 MINSK PTY LTD 8,333,333 NADDA SUPER PTY LTD 5,000,000 MR ANTHONY JOHN ANDREATTA & HELEN MARION ANDREATTA 2,000,000 VENCERA INVESTMENTS PTY LTD 2,000,000 GEOSMART CONSULTING PTY LTD 2,000,000 RIYA INVESTMENTS PTY LTD 5,000,000 MRS LUYE LI 3,333,334 MUNCHA CRUNCHA PTY LTD 3,333,334 GOODHEART PTY LTD 3,333,333 MR BRUNO SENEQUE 1,666,667 The 41,666,668 Shares are fully paid ordinary shares in the capital of the Company and rank equally in all respects with the Company's existing Shares on issue. The 41,666,668 Shares were issued at an issue price of $0.003 per Share, raising $125,000. The proceeds