BPH Energy : Half Yearly Report and Accounts

About this update from Bph Energy Limited

Appendix 4D - Half-Year Report Results for announcement to the market Name of Entity BPH Energy Ltd ABN 41 095 912 002 Half-Year Ended 31 December 2024 Previous Corresponding Reporting Period 31 December 2023 $A'000 Revenues from ordinary activities Up 94.7% to 391 Profit from ordinary activities after tax attributable to members N/A 7,068 Net profit for the period attributable to members N/A 7,068 No dividends are proposed and no dividends were declared or paid during the current or prior period. Previous corresponding NTA Backing Current period Period Net tangible asset backing per ordinary security (cents per 3.2 2.0 share ) Commentary on Results Commentary on the above figures is included in the attached financial report for the half-year ended 31 December 2024 in the Directors' Report (page 2). Associates and joint ventures Refer to the attached half year financial report for the half-year ended 31 December 2024 (Note 7). Status of Audit The financial report for the half-year ended 31 December 2024 has been subject to audit review and is not subject to dispute or qualification. The Independent Auditor's Audit Review Report includes the following Emphasis of Matter paragraph: " Emphasis of Matter - Material uncertainty related to the carrying value of the loan receivable from, and investment in, Advent Energy Limited We draw attention to Note 7 in the financial report, which indicates that a material uncertainty exists in relation to the Group's ability to realise the carrying value of its loan receivable from, and Appendix 4D (continued) BPH Energy Ltd and its controlled entities investment in, Advent Energy Limited in the ordinary course of business. Our conclusion is not modified in respect of this matter." Refer to the Independent Audit Review Report within the enclosed half-year financial report. The Company's half-year financial report for the six months ended 31 December 2024 is set out on the following pages. 2 Contents BPH Energy Ltd and its controlled entities Page Number Directors' Report 2 Auditor's Independence Declaration 7 Consolidated Statement of Profit or Loss and Other Comprehensive Income 8 Consolidated Statement of Financial Position 9 Consolidated Statement of Changes in Equity 10 Consolidated Statement of Cash Flows 11 Notes to the Financial Statements 12 Directors' Declaration 24 Independent Auditor's Review Report 25 Company Information Directors Auditor David Breeze - Executive Chairman HLB Mann Judd Tony Huston - Non-Executive Director Level 4 Charles Maling - Non-Executive Director 130 Stirling Street PERTH WA 6000 Registered Office Share Registry Unit 12, Level 1 Automic Registry Services 114 Cedric Street Level 5, 191 St Georges Terrace STIRLING WA 6021 Perth WA 6000 Telephone: 1300 288 664 (within Australia) or Principal Business Address +61 2 9698 5414 (outside Australia) Unit 12, Level 1 Australian Business Number 114 Cedric Street STIRLING WA 6021 41 095 912 002 Telephone: (08) 9328 8366 Facsimile: (08) 9328 8733 Website: www.bphenergy.com.au E-mail: [email protected] 1 Directors' Report BPH Energy Ltd and its controlled entities The directors of BPH Energy Ltd ("BPH" or "the Company") present their report for the Company and its controlled entities ("consolidated entity" or "group") for the half-year ended 31 December 2024. Directors The names of the directors of the Company in office at any time during or since the end of the period are: David Breeze Tony Huston Charles Maling Results for the Period The profit for the period was $7,068,242 (2023: loss of $744,001) after recognising: fair value gain of $7,730,474 (2023: $Nil) related to the Company's investments in Clean Hydrogen Technology Corporation ("CHT"), Cortical Dynamics Limited ("Cortical"), and MEC Resources Limited ("MEC") share of associates' losses of $112,710 (2023: loss of $148,739) share-based payment expense of $299,376 (2023: $217,471) administration and promotion costs of $336,208 (2023: $303,012) The net assets of the consolidated entity have increased by 31.5% from 30 June 2024 to $38,531,092 as at 31 December 2024. Share Capital On 15 August 2024 the Company announced that it had issued 57,932,781 new fully paid ordinary shares ("Placement Shares") in the Company at an issue price of $0.018 per share. Placement participants received one free Attaching Option for every two Placement Shares subscribed for under the Placement, exercisable at $0.03 each, expiring on 29 October 2025 ("Attaching Options"). A total of 28,966,387 Attaching Options were issued after rounding. Oakley Capital Partners Pty Limited ("Oakley Capital") and 62 Capital Pty Ltd ("62 Capital") acted as Joint Lead Manager for the Placement. They were paid a cash fee of 5.5% on funds raised under the Placement and received 16,666,667 Broker Options ("Broker Options") pro rata to their participation in the Placement exercisable at $0.03 each expiring on 29 October 2025. The consideration for the Placement shares was $1,042,790 (before costs). The intended use of the funds will be for: $0.743 million - funding for exploration and development of oil and gas investments $0.15 million - for working capital including costs of the offer $0.15 million - funding for Cortical Dynamics On 4 October 2024 a shareholders' meeting approved a Placement of up to 576,795,250 listed options with an exercise price of $0.03 each and expiry on 29 October 2025 to the holders of the listed options which expired on 30 September 2024. A total of 576,795,230 of these options were issued on 6 November 2024 at an issue price of $0.001 each. The cash consideration for the Placement was $566,131 (before costs but after director loan offsets). The intended use of the funds will be for working capital including costs of the offer. In addition: 11,551,863 share options with an exercise price of $0.03 per option and expiry 30 September 2024 were exercised 2 Directors' Report BPH Energy Ltd and its controlled entities 1,200,000 share options with an exercise price of $0.02 per option and expiry 30 November 2024 were exercised 576,795,250 listed options and 5,000,000 unlisted options with an exercise price of $0.03 each, and expiry 30 September 2024, expired unexercised. 5,000,000 Incentive Options were issued to Director David Breeze subsequent to approval at the Company's November 2024 Annual General Meeting, with an exercise price of $0.03 per option and an expiry date of 30 October 2025. Review of Operations Developments in the Company's investee companies during the period were as follows: Clean Hydrogen Technology Corporation (BPH 16.3% direct interest) On 2 August 2022 BPH announced that, following its shareholders' meeting on 21 June 2022 at which shareholders voted unanimously to approve an investment in hydrogen technology company Clean Hydrogen Technologies Corporation ("Clean Hydrogen" or "Vendor" or "Borrower"), BPH and its investee Advent Energy Ltd ("Advent" or "Lender"), together the "Purchasers", settled for the acquisition of a 10% interest in Clean Hydrogen for US$1,000,000 ("Cash Consideration") (8% BPH and 2 % Advent). The Purchasers had a first right of refusal to invest further in Clean Hydrogen to a maximum of a further US$1,000,000 for an additional 10% equity interest. The Purchasers loaned US$950,000 ("Additional Cash Consideration") under this agreement. The Purchasers and Clean Hydrogen executed a Loan Conversion Agreement dated 23 October 2023 to convert the US$950,000 loan into the relevant Subscription Shares Tranche 2, representing the Purchasers further 9.5% interest in Clean Hydrogen. As a result of ASX's decision to exercise its discretion under Listing Rule 10.1, BPH had to seek shareholder approval for the Loan Conversion Agreement, which was obtained at a shareholders' meeting held on 4 October 2024. BPH now has an interest of 16.3% and Advent has an interest of 3.86% interest in Clean Hydrogen (subsequent to the exercise of BPH options in Clean Hydrogen). Clean Hydrogen have issued 760 share options to BPH and 190 share options to Advent, with an exercise price of USD$3,000 each, exercisable immediately, with the option to convert into shares in Clean Hydrogen expiring ten years from the date of issue. During the period BPH exercised 72 of these options by paying Clean Hydrogen a total exercise price of US$216,000. The parties acknowledge and agree that the Cash Consideration and Additional Cash Consideration shall be used by Clean Hydrogen to design, build, produce and test a reactor that can produce a minimum of 3.2kgs and as high as 15kgs of hydrogen per hour and to submit at least 2 new patents in an agreed geography, relevant to the production of hydrogen from proprietary technology. Advent Energy Limited (BPH 35.8%) PEP-11 Permit Advent Energy Limited's (BPH 35.8% direct interest) 100% subsidiary Asset Energy Pty Ltd ("Asset") is a participant in the PEP11 Joint Venture with partner Bounty Oil and Gas NL (ASX:BUY). PEP-11 interests are: Advent Energy 85 % / Bounty Oil and Gas 15% On 6 August 2024 Asset, as operator for and on behalf of the PEP-11 joint venture partners, filed an Originating Application for Judicial Review in the Federal Court seeking the following: (i) a declaration that the Commonwealth-New South Wales Offshore Petroleum Joint Authority ("Joint Authority") has breached an implied duty by failing to make a decision under the Offshore Petroleum and Greenhouse Gas Storage Act 2006 (Cth) with respect to two pending applications relating to the PEP11 Permit, and; (ii) an order that the Joint Authority be compelled to determine the 3 Directors' Report BPH Energy Ltd and its controlled entities applications within 45 days. Asset alleges that the failure by the Joint Authority to make a decision with respect to the First Application and the Second Application constitutes a breach of its duty to consider the applications within a reasonable time. On 18 September 2024 the Company announced that the Hon Ed Husic MP, Minister for Industry and Science, had advised that he has carefully considered the PEP-11 Exploration Permit applications under the Offshore Petroleum and Greenhouse Gas Storage Act 2006 (Cth), namely the applications accepted on 23 January 2020 and 17 March 2021, formed a preliminary view that the applications should be refused, and gave Asset, via the National Offshore Petroleum Exploration Authority ("NOPTA"), a statement of preliminary views with attachments and invited Asset to provide a response within 30 days . The statement of preliminary views included 45 annexures totalling 1608 pages. Due to the volume of the data provided to Asset, time was extended to 15 November 2024 to provide submissions, which Asset consequently made. Following conferral between the parties to the Federal Court proceeding, on 9 October 2024 orders were made vacating the previous orders and adjourning the Federal Court proceedings to a date on or after 7 February 2025. These proceedings have now been withdrawn. Included in the material provided by Minister Husic was a copy of the NOPTA recommendation to the Joint Authority which recommended that the Joint Authority approve the Second Application. In the NOPTA Annual Report of Activities 2020-21 it was noted that 54 applications for COVID19 related suspensions and extensions were approved in that period. The Company understands that the Second Application (for COVID-19 relief) made in respect of the PEP-11 Permit was the only application outstanding. On 17 January 2025 the PEP-11 Joint Venture was given notice by NOPTA that the Joint Authority has refused the Joint Venture Applications made on 23 January 2020 and 17 March 2021. The PEP-11 permit will continue in force for a period of 2 months from 17 January 2025. The Joint Venture has statutory legal rights to seek a review of the decision referred to in the notice under the Offshore Petroleum and Greenhouse Gas Storage Act 2006. On 12 February Advent applied to the Federal Court for an Originating Application for judicial review pursuant to section 5 of the Administrative Decisions (Judicial Review) Act 1977 (Cth) and section 39B of the Judiciary Act 1903 (Cth) to review this decision of the Commonwealth-New South Wales Offshore Petroleum Joint Authority, constituted under section 56 of the Offshore Petroleum and Greenhouse Gas Storage Act 2006 (Cth). The Originating Application seeks: An order quashing or setting aside the Decision; A declaration that the Decision is void and of no effect; and An order remitting the First Application and Second Application to the Joint Authority for reconsideration according to law. PEP-11 continues in force and the Joint Venture is in compliance with the contractual terms of PEP- 11 with respect to such matters as reporting, payment of rents and the various provisions of the Offshore Petroleum and Greenhouse Gas Storage Act 2006 (Cth). Cortical Dynamics Limited (BPH 16.4%) Investee Cortical Dynamics Limited is an Australian based medical device neurotechnology company that is developing BARM™, an industry leading EEG (electrical activity) brain function monitor. BARM™ is being developed to better detect the effect of anaesthetic agents on brain activity under a general operation, aiding anaesthetists in keeping patients optimally anaesthetised, and complemented by CORDYAN™ (Cortical Dynamics Analytics), a proprietary deep learning system/App focusing on anaesthesiology. The Australian manufactured and designed, electroencephalographically based (EEG-based), BARM™ system is configured to efficiently image and display complex information related to the clinically relevant state of the brain. When commercialized the BARM™ system will be offered on a stand-alone basis or integrated into leading brand operating room monitors as "plug and play" option. 4 Directors' Report BPH Energy Ltd and its controlled entities Cortical has been chosen for a grant as one of three innovative biomedical companies using the power of data and artificial intelligence (AI) to become internationally competitive as part of a new accelerator. Cortical has been selected for the Biomedical AI Sprints Accelerator (BASA) grant run by leading innovation centres, the Advanced Robotics for Manufacturing (ARM) Hub and MTPConnect. Cortical will harness data and AI to revolutionise their products range from perioperative management of anaesthetic agents. ARM Hub is Australia's leading AI, robotics, and design-for-manufacture industry hub. MTPConnect is Australia's life sciences innovation accelerator championing growth of the medical products sector. During the half-year Cortical issued 200,000 shares for cash at $0.25 per share for cash proceeds of $50,000. Significant changes in state of affairs During the period there were no significant changes in the state of affairs of the consolidated entity other than those referred to in the financial statements or notes thereto. Subsequent Events On 17 January 2025 the PEP-11 Joint Venture was given notice by NOPTA that the Joint Authority has refused the Joint Venture Applications made on 23 January 2020 and 17 March 2021. The PEP-11 permit will continue in force for a period of 2 months from 17 January 2025. The Joint Venture has statutory legal rights to seek a review of the decisions referred to in the notice under the Offshore Petroleum and Greenhouse Gas Storage Act 2006. On 12 February Advent applied to the Federal Court for an Originating Application for judicial review pursuant to section 5 of the Administrative Decisions (Judicial Review) Act 1977 (Cth) and section 39B of the Judiciary Act 1903 (Cth) to review this decision of the Commonwealth-New South Wales Offshore Petroleum Joint Authority, constituted under section 56 of the Offshore Petroleum and Greenhouse Gas Storage Act 2006 (Cth). The Originating Application seeks: An order quashing or setting aside the Decision; A declaration that the Decision is void and of no effect; and An order remitting the First Application and Second Application to the Joint Authority for reconsideration according to law. Cortical repaid the Company $807,798 against its loan outstanding on receipt of its June 2024 Research and Development tax incentive refund. There have not been other any matters or circumstance that have arisen since the end of the period, that have significantly affected, or may significantly affect, the operations of the consolidated entity, the results of those operations, or the state of affairs of the consolidated entity in future financial years. Dividends The Directors recommend that no dividend be paid in respect of the current period and no dividends have been paid or declared since the commencement of the period. 5 Directors' Report BPH Energy Ltd and its controlled entities Auditor's Independence The directors have received an independence declaration from the auditor as set out on page 7. Signed in accordance with a resolution of the directors made pursuant to s306 (3) of the Corporations Act 2001 . On behalf of the Directors D Breeze Executive Chairman Perth, 27 February 2025 6 AUDITOR'S INDEPENDENCE DECLARATION As lead auditor for the review of the consolidated financial report of BPH Energy Limited for the half-year ended 31 December 2024, I declare that to the best of my knowledge and belief, there have been no contraventions of: the auditor independence requirements of the Corporations Act 2001 in relation to the review; and any applicable code of professional conduct in relation to the review. Perth, Western Australia D B Healy 27 February 2025 Partner 7 Consolidated Statement of Profit or Loss and Other Comprehensive Income for the half year ended 31 December 2024 BPH Energy Ltd and its controlled entities Consolidated 31 December 31 December 2024 2023 Note $ $ Revenue from ordinary activities 4 390,921 200,757 Administration and promotion costs (336,208) (303,012) Consulting and legal expenses (145,115) (110,215) Expected credit loss (56,200) (61,176) Directors' fees (50,000) (50,000) Fair value gain 7,730,474 - Impairment reversal 10,776 10,175 Share-based payments 14 (299,376) (217,471) Share of associates' losses 7 (112,710) (148,739) Service expenses (64,320) (64,320) Profit / (loss) before income tax 7,068,242 (744,001) Income tax expense - - Profit / (loss) for the period 7,068,242 (744,001) Other comprehensive income - - Total comprehensive income / (loss) for the period 7,068,242 (744,001) Profit / (loss) attributable to members of the parent entity 7,068,348 (744,001) Loss attributable to non-controlling interests (106) - Total comprehensive income / (loss) attributable to owners of the Company 7,068,348 (744,001) Total comprehensive loss attributable to non- controlling interests (106) - Earnings per share: Basic and diluted earnings / (loss) (cents per share) 0.59 (0.08) The accompanying notes form part of, and should be read in conjunction with, these financial statements. 8

View stock analysis, news, and events for Bph Energy Limited