Announcement PDF ASX Announcement & Media Release | 3 May 2024 Provaris secures a two-year $3 million standby funding facility with Macquarie HIGHLIGHTS: • Provaris has finalised a $3 million convertible bond facility (Facility) with Macquarie Bank, to be issued in multiple tranches; with the first tranche of $500,000 committed and further tranches subject to Provaris’ discretion. • The Facility provides Provaris with access to cost-effective standby capital during its two-year term. • The Facility will help support Provaris’ forward-looking development program in 2024-2025, including development costs for potential hydrogen production and export sites in the Nordic region in collaboration with Norwegian Hydrogen and future working capital requirements for the production and sale of small-scale tanks based on Provaris’ proprietary technology. Provaris Energy Ltd (ASX.PV1; Provaris, or the Company) is pleased to announce it has secured a two-year $3 million Convertible Note facility (Facility) with Macquarie Bank Limited (Macquarie) to provide a funding alternative for the Company’s hydrogen development plans in 2024/25. The Facility provides Provaris with up to $3 million of standby capital over the next two years providing invaluable flexibility for the Company to pursue its capital-raising endeavors in tandem with the progression of its hydrogen development projects and the commercialization of its intellectual property (IP) and hydrogen supply chain solutions. A first tranche of $500,000 Convertible Bond has been executed as part of the Facility agreements, with a two-year term to maturity. The issuance of further tranches remains at the discretion of Provaris and Macquarie, ensuring strategic alignment with the Company's evolving financial requirements. Each Convertible Bond will convert into ordinary shares of the Company with the exact number of shares based on the share price at the time of conversion. Further details of the Facility and attaching call options are available in the Annexure to this announcement. Macquarie’s Commodities and Global Markets group provides capital and financing, risk management, market access, physical execution, and logistics solutions to clients across commodities, financial markets and asset finance, including a broad range of solutions focused on the energy transition. Martin Carolan, Provaris Managing Director and CEO commented: “This standby facility with Macquarie increases the flexibility of future funding alternatives available to our various projects and development activities which are aligned with the achievement of further commercial and technical milestones ahead for 2024. The Facility also complements today’s announcement of a Share Purchase Plan offer to eligible shareholders and strengthens the Company’s financial position and aligns with our development program funding requirements over time. Activities which include collaboration for hydrogen production, final class approvals for shipping, joint development of an import terminal, activities related to MOUs with utilities in Germany, and an exciting venture to produce small-scale tanks for sale which could position the Company to have a commercial product in 2024. “ ACN 109 213 470 WWW.PROVARIS.ENERGY - END – This announcement has been authorised for release by the Board of Provaris Energy Ltd. Norm Marshall Company Secretary +61 481 148629 nmarshall@provaris.energy ASX.PV1 Martin Carolan Managing Director & CEO +61 404 809019 mcarolan@provaris.energy @ProvarisEnergy Melanie Singh NWR Communications +61 416 499856 melanie@nwrcommunications.com.au Provaris Energy Ltd. info@provaris.energy Perth: Unit 19, 40 St Quentin Avenue Claremont, WA 6010, Australia Sydney: Level 14, 234 George St, Sydney NSW 2000, Australia Oslo: Level 17, KPMG bygget, Sørkedalsveien 6, 0369 Oslo, Norway About Provaris Energy Provaris Energy Ltd (ASX: PV1) | www.provaris.energy Provaris Energy (ASX: PV1) is an Australian public company developing a portfolio of integrated green hydrogen projects for the regional trade of Asia and Europe, leveraging our innovative compressed hydrogen bulk storage and carrier. Our focus on value creation through innovative development that aligns with our business model of simple and efficiency hydrogen production and transport can establish an early-mover advantage for regional maritime trade of hydrogen and unlock a world of potential. In August 2022 Provaris Norway AS was established to advance the development of hydrogen export projects from Norway and other European locations. www.provaris.energy Page 2 ASX Announcement & Media Release | 3 May 2024 Annexure – Key Terms of the Convertible Bonds Key Terms and Condi�ons A. Conver�ble Bonds 1. Facility Unlisted, par�ally secured, Conver�ble Bonds (Bonds) with free-ataching unlisted Call Op�ons (Call Options - see Sec�on B below). 2. Issuer Provaris Energy Ltd (Provaris) 3. Investor Macquarie Bank Ltd (MBL) 4. Aggregate Face Value $3,000,000. Each individual Bond shall have a Face Value of $5,000. 5. Discount Value 93% of the Bonds Face Value (amount payable to Provaris). 6. Use of Funds Working capital and corporate expenditure purposes. 7. Maturity Date Each Tranche (see below) will have a term of 2 years, and no Further Tranches may be issued a�er 2 years from the issue date of Tranche 1 (which shall be issued on a date to be agreed between the par�es). 8. Drawdowns The Bonds will be issued in Tranches: Tranche 1: $500,000 Face Value (commited) Further Tranches: The issue of further Bond Tranches (a�er Tranche 1 – Further Tranches) shall be at Provaris’ discre�on. In addi�on, following a Further Tranche drawdown request MBL can elect, at its discre�on, as to whether it subscribes for such Further Tranche. Unless otherwise agreed by MBL, (i) Provaris may only request the issue of a Further Tranche once at least 75% of the immediately preceding Tranche has been converted and (ii) each Further Tranche shall not exceed an aggregate Face Value of $1,000,000. 9. Shareholder Approval and ASX Lis�ng Rule 7.1 Tranche 1, including the ataching Call Op�ons, will be issued under Provaris’ exis�ng ASX Lis�ng Rule 7.1 capacity. Further Tranches will only be drawn down if (i) Provaris has ASX LR 7.1 capacity available or (ii) in the absence of available LR7.1 capacity subject to shareholder approval. 10. Interest Rate 3 Month Bank Bill Swap Rate, plus 1.5% p.a, calculated daily on the aggregate Face Value of outstanding Bonds and charged quarterly in arrears. 11. Security Provaris will be required to hold in a security deposit account with MBL the aggregate Discount Value of all outstanding Bonds at any �me, less $200,000. Funds will be progressively released from the Security Deposit Account as Bonds are converted to Shares. 12. Conversion At the elec�on of MBL at any �me prior to the Maturity Date into fully paid ordinary shares in Provaris (Share). If Provaris is unable to issue some or all of the Shares required to be issued to MBL on conversion of the Bonds (e.g. if it would result in MBL or a holder of Bonds and/or call op�ons breaching sec�on 606 of the Corpora�ons Act), Provaris will setle the conversion in cash, at a price equal to the number of new Shares which would have been issued based on the Conversion Price multiplied by the higher of (A) the Volume Weighted Average Price (VWAP) of a Share on the date on which the Conversion No�ce is delivered and (B) the average of the Volume Weighted Average Price of a Share on each of the three (3) consecu�ve ASX trading days prior to the date on which the Conversion No�ce is delivered. 13. Conversion Price The higher of (i) 92% of the daily VWAP of Provaris Shares on the ASX trading day immediately preceding the date of a conversion no�ce; and (ii) the Minimum Conversion Price (being A$0.033 per Share) If the VWAP of Provaris Shares over the 10 consecu�ve ASX trading days at the �me is less than the Minimum Conversion Price of A$0.033 per Share, the Minimum Conversion Price will be A$0.022 per Share). 9 www.provaris.energy WWW.PROVARIS.ENERGY Page 3 ASX Announcement & Media Release | 3 May 2024 14. Mandatory Repayment In rela�on to each Bond Tranche Provaris shall be required to repay the aggregate Face Value of all unconverted Bonds on the relevant Maturity Date for that Tranche. 15. Provaris Early Termina�on Right Provaris shall, at its sole discre�on, have the right to terminate the Bond Facility if MBL declines to subscribe for 2 consecu�ve Bond issuance requests from Provaris, subject to each request being no less than 2 months apart. 16. Provaris Redemp�on Op�on At any �me prior to the Maturity Date of a Bond Tranche, Provaris may, at its sole discre�on, give 20 business days’ no�ce to MBL to redeem some or all of the outstanding Bonds at the end of the no�ce period (Redemption Date). Prior to the Redemp�on Date, MBL may elect , at its sole discre�on, to convert into Shares all of the Bonds the subject of the no�ce. In the event of early redemp�on, Provaris shall be required to pay to MBL the Face Value of the relevant Bonds, plus 3%, together with all accrued interest up to the Redemp�on Date. 17. MBL Early Repayment MBL may demand repayment of all outstanding Bonds subject to prescribed events of default by Provaris, including a payment default, an insolvency event, and a material adverse change. 18. Equity and Debt Issuance Subject to MBL’s First Right of Refusal (see Sec�on A.19 below), there will be no restric�on on Provaris issuing equity or raising debt in the ordinary course of its business or issuing shares or performance rights under its respec�ve employee incen�ve plans. 19. MBL First Right of Refusal During the term of the Bonds (i) Provaris will require MBL’s consent to the issue of debt/equity linked instruments of a similar nature to the MBL Conver�ble Bond Facility and (ii) MBL will have a first right of refusal to provide (or par�cipate in) any such debt/equity linked instruments. 20. Transferability The Bonds are transferable by MBL or any subsequent bondholder. 21. Reorganisa�on In the event of any reorganisa�on of Provaris’ capital the Bonds and Call Op�ons will be adjusted in compliance with the ASX Lis�ng Rules. B. Ataching Call Op�ons 1. Number of Call Op�ons MBL will receive 40,000 Call Op�ons to acquire Provaris Shares per $5,000 Bond. 2. Exercise Price 150% of the VWAP of Provaris Shares over the 5 consecu�ve ASX trading days immediately preceding the issue date of the relevant Bond Tranche. 3. Expiry Date 3 years from the date of issue. 4. Call Op�on Adjustments The terms of the Call Op�ons will be amended or adjusted to the extent necessary to comply with the ASX Lis�ng Rules applying to reorganisa�ons of capital at the �me of such reorganisa�on. If there is a pro rata issue (other than a bonus issue) (as defined in the ASX Lis�ng Rules), the exercise price of the Call Op�ons will be reduced according to the formula set out in ASX Lis�ng Rule 6.22.2. If there is a bonus issue (as defined in the ASX Lis�ng Rules) (Bonus Issue), the number of Shares over which the Call Op�on is exercisable will be increased by the number of Shares which the holder would have received if the Call Op�on had been exercised before the record date for the Bonus Issue in accordance with ASX Lis�ng Rule 6.22.3. Except as detailed in the 3 points above, there will be no change in the number of Call Op�ons or the exercise price. 9 www.provaris.energy WWW.PROVARIS.ENERGY Page 4