- BPH Energy and Advent Energy have inked a deal with Clean Hydrogen to subscribe to fully paid shares in Clean Hydrogen.
- The finalisation of the transaction remains subject to several conditions, including shareholder approval.
- The issue of Tranche 1 shares shall result in BPH holding an 8% interest and Advent holding a 2% interest in Clean Hydrogen.
BPH Energy Limited (ASX:BPH), which holds investments in biotechnology and the resources space, is back with an update. Recently, BPH has been assessing new investment opportunities at a time when there are ever-increasing obligations to offer energy solutions with responsible management and protection against carbon emissions.
Term Sheet signed with Clean Hydrogen
In the latest key event, BPH and Advent Energy Ltd, have together inked a binding term sheet with Clean Hydrogen Technologies Corporation to subscribe to fully paid shares of Clean Hydrogen, subject to shareholder approval.
In totality, the subscription will represent 10% of the total issued share capital following the issuance of the shares.
As per key terms of the agreement, following the completion of the proposed transaction, subject to shareholder approval, Clean Hydrogen shall have 15,073 fully paid ordinary shares while 1,206 Clean Hydrogen shares shall be issued to BPH and 301 shares to Advent.
Consideration and conditions of the proposed transaction
BPH and Advent paid a total non-refundable deposit of AU$25,000 (AU$20,000 by BPH and AU$5,000 by Advent) to Clean Hydrogen on 26 November 2021. These funds can be offset against any subscription amount related to the proposed transaction.
In exchange for the issue of Tranche 1 subscription shares, BPH and Advent shall together pay US$1,000,000 to Clean Hydrogen. Specifically, BPH shall pay US$800,000 and Advent shall pay US$200,000.
This shall result in 8% of the subscription shares issued to BPH and the residual 2% issued to Advent.
Besides this, cash consideration will be reduced and adjusted as per amounts outstanding in relation to any outstanding loan or convertible notes offered by BPH to Clean Hydrogen or the Advent loan.
Conditions for the proposed transaction & current holdings
The proposed transaction is subject to the following conditions:
- Shareholder approval for the Proposed Transaction pursuant to Listing Rule 11.1.2
- The finalisation of suitable due diligence by BPH and Advent of Clean Hydrogen’s business and operations to their absolute satisfaction.
- The execution of key staff employment agreements.
- The receipt and acceptance of tax and structuring advice by BPH and Advent to its satisfaction.
BPH: Now trading on ASX
Furthermore, BPH also updated that its shares will begin to trade following the release of this update.
BPH shares traded at AU$0.027 a share on 24 May 2022.