Announcement PDF Provaris Energy Ltd Annual Report 2025 CONTENTS Page Corporate Directory 1 Chairman and Managing Director’s Letter 2 Operations Report for 2025 4 Directors’ Report 7 Corporate Governance Statement 23 Consolidated Statement of Profit or Loss and Other Comprehensive Income 24 Consolidated Statement of Financial Position 25 Consolidated Statement of Cashflows 26 Consolidated Statement of Changes in Equity 27 Notes to the Financial Statements 28 Consolidated Entity Disclosure Statement 56 Directors’ Declaration 57 Auditor’s Independence Declaration 58 Auditor’s Report 59 Additional Information as at 22 August 2025 64 CORPORATE DIRECTORY DIRECTORS: Greg Martin (Independent, Non-Executive Chairman) Martin Carolan (Managing Director and Chief Executive Officer) Andrew Pickering (Independent, Non-Executive Director) David Palmer (Independent, Non-Executive Director) COMPANY SECRETARY: Norman Marshall ABN: 53 109 213 470 ASX CODE: PV1 WEBSITE: www.provaris.energy REGISTERED OFFICE: Level 14, 234 George St Sydney NSW 2000 Tel: +61 (2) 9127 8250 AUDITORS: Ernst & Young 9 The Esplanade, Perth WA 6000 Tel: Fax: SHARE REGISTRY: +61 (8) 9429 2222 +61 (8) 9429 2436 Computershare Investor Services Pty Ltd Level 17 221 St Georges Terrace Perth, Western Australia 6000 Tel: Fax: +61 1300 787 272 +61 (8) 9323 2033 1 CHAIRMAN AND MANAGING DIRECTOR’S LETTER Dear Shareholders, Provaris continued to make significant progress in both technical and commercial workstreams for hydrogen, alongside exciting new developments in our market entry with a new tank design for storing and transporting liquid CO2 (LCO2). We remain in a unique position, with proprietary tank designs and shipping solutions in demand to address the challenges of scaling up supply chains necessary to meet decarbonisation targets in Europe and globally. Our strategic decision to focus geographically on Europe remains sound, with increasing awareness leading to collaboration agreements for both upstream hydrogen supply and downstream ports and offtake. The efficiency and economic benefits of our compressed hydrogen supply chain were validated early in 2025 through a tri-party Term Sheet with Uniper and Norwegian Hydrogen for hydrogen supply and shipping from Norway to North-West Europe. This reflects the growing recognition of Provaris as a trusted partner and positions compression as a viable method for scaling hydrogen imports to meet Germany’s requirement for 70% of its hydrogen needs to be imported. We were also pleased to begin a second Memorandum of Understanding (MOU) with a Norwegian project developer and a German utility, adding to our pipeline of projects reliant on the Provaris shipping solution. Recognising the need to simplify our commercialisation model, we announced a shift of our developer role towards licensing our intellectual property (IP) and ship designs, following a model already established in LNG shipping. This licensing approach allows us to focus on early cash flow at the investment decision point for constructing hydrogen ships using our design, while retaining a long-term interest in future cash flows through charter agreements. Another benefit for shareholders is the reduction of capital requirements at this stage, as our shipowner partners will fund and operate the fleet. Regarding partnerships, we were pleased to conclude the year with an MOU and cooperation agreement with Japan’s “K” LINE to establish a commercial partnership, whereby “K” LINE will provide technical input for the final H2Neo ship specifications and develop an ownership, financing, and operating entity to build, own, and manage the fleet. This partnership is a key step towards a commercial launch in 2026. It validates the maturity of our H2Neo design and the relevance of the compressed H2 shipping model, with “K” LINE recognising its strategic importance in Europe and regional Asia. Despite delays in restarting prototype tank fabrication, Provaris has made substantial progress in advancing market applications through partnerships for supply, offtake, and shipping. In 2025, we took measured steps to preserve our investment, securing the site location with a lease of the existing facility and negotiating a final agreement to retain equipment and staffing for a quick restart. Further updates are anticipated in 2026, as we aim to complete and successfully test all final Class approvals. On the new large-scale LCO2 tank solution, we secured a valuable partnership with Norway-based Yinson Production AS (Yinson), a global energy infrastructure operator providing both financial backing and offshore industry expertise. Together, we have completed the Concept Design phase, with Yinson funding 100%. The new LCO2 tank is a large low-pressure tank suitable for Yinson’s carbon capture and storage (CCS) project in Norway, where they are developing a 10Mpta CCS project with Harbour Energy, the UK’s largest independent oil and gas company. The design aims to overcome limitations of existing Type C tanks and unlock significant market opportunities, supported by Yinson’s financial and commercial backing. Financially, we maintained prudent capital management with a shareholder-supported $1 million Share Purchase Plan and $1.5 million Private Placement, backed by major shareholders and the Board. Our standby facility with Macquarie Bank and non-dilutive project funding from Yinson also support ongoing development efforts towards a commercialisation event. The Board and management demonstrated their confidence by voluntarily accepting shares instead of full or partial salaries during the June quarter, reflecting their commitment to long-term viability. 2 CHAIRMAN AND MANAGING DIRECTOR’S LETTER Looking ahead to 2026, our focus is on advancing the commercial steps with our hydrogen partners and accelerating our LCO2 initiatives. The LCO2 tank design and fabrication methodology also mitigate risks for H2 tank applications, positioning Provaris as a dual-market provider for both H2 and CO2. We sincerely appreciate the dedication of our management and staff, our valued shareholders, and strategic partners for their continued trust, support and confidence in Provaris. A summary of our operations and results for financial year 2025 is included in the Operations Report that follows. We look forward to updating you on our progress in the coming year. Greg Martin Chairman Martin Carolan Managing Director 3 OPERATIONS REPORT Provaris continues to make transformative strides in establishing a robust, efficient, and sustainable hydrogen supply chain, with a particular focus on the European and Nordic markets. Our recent achievements reflect a balanced approach of forging strategic alliances, validating technological solutions, demonstrating regulatory compliance, and refining our business model. Through these efforts, Provaris is well-positioned to capitalise on the rapidly growing demand for clean hydrogen and to maintain its firstmover position in the sector. In addition to hydrogen, this year we have established a second commercialisation opportunity for shareholders, with the extension of our proprietary tank designs in hydrogen and applying to the LCO2 market. Development in partnership with Yinson provides global operations and commercial experience, along with financial commitment to fully fund a new proprietary LCO2 tank, to which Provaris will own 50% of the IP created. Milestone Activities Tri-party MOU with Uniper Converts to Term Sheet A key highlight of this reporting period has been the evolution of our tri-party Memorandum of Understanding (MOU) with Uniper and Norwegian Hydrogen into a non-binding Term Sheet agreement. This progression signifies a deepening of our relationship with one of Europe’s foremost energy companies. The original MOU laid the groundwork for collaboration in the development, transport, and supply of green hydrogen into the European market. The conversion to a Term Sheet has formalised intentions and outlined concrete terms, paving the way for definitive agreements and providing tangible evidence of industry confidence in Provaris’ capabilities. This strategic step not only validates our business model but also enhances our profile as a trusted partner in the energy transition. Concept Design Study Confirms Energy Efficiency of Compressed Hydrogen Supply Chain for Regional Europe Provaris continues to demonstrate the viability of compression with the publication of an in-depth Concept Design Study to evaluate the technical and economic feasibility of deploying a compressed hydrogen supply chain for regional Europe. The study reaffirmed the viability of compressed hydrogen as an energy-efficient solution, capable of meeting the logistical and commercial requirements of emerging hydrogen markets. Key findings demonstrate that compressed hydrogen offers competitive advantages, such as reduced capital expenditure, high scalability, and operational flexibility compared to alternative methods. The study’s outcomes have further encouraged potential partners and stakeholders to explore collaborative projects, reinforcing Provaris’ position at the forefront of hydrogen logistics innovation. Demonstration of RED II Compliance for Compressed Hydrogen Supply Chain Maintaining regulatory compliance is critical to our operations and reputation. Provaris has proactively demonstrated that its compressed hydrogen supply chain aligns with the Renewable Energy Directive II (RED II) requirements. This European Union directive establishes ambitious sustainability criteria for renewable fuels, including hydrogen. By achieving RED II compliance, Provaris ensures that its hydrogen offerings meet the highest standards for environmental integrity, market access, and eligibility for incentives. This milestone not only enhances the credibility of our supply chain but also enables our customers to confidently participate in Europe’s clean energy transition. Second MOU for Nordic Supply Expanding our reach into the Nordic region, Provaris has signed a second Memorandum of Understanding (MOU) focused on establishing a secure and efficient supply of green hydrogen. This new MOU builds on the momentum of our initial agreements and signals growing interest from regional stakeholders in our 4 OPERATIONS REPORT innovative compressed hydrogen solutions. The Nordic region can become a major hub for hydrogen production and export, and this agreement positions Provaris at the heart of this development. The collaboration will facilitate technology transfer, market access, and the creation of new supply routes, enabling Provaris to serve diverse customer bases across multiple geographies. Completion of Concept Design Study for Hydrogen Import Terminal at Port of Rotterdam Together with Global Energy Storage (GES), Provaris completed a Concept Design Study (Study) for a proposed 40,000 tpa compressed hydrogen import project in Rotterdam, including discharge scenarios into the HyNetwork pipeline. Hydrogen supply volumes would include projects proposed in Norway and other supply regions such as Spain. The site is located within the Port of Rotterdam as a multi-client terminal under development, covering 24 hectares of land, allowing the construction of on-site pressurized storage capacity (if requested by off-taker). A key feature of the site includes ~600 meters of direct waterfront along the Caland Channel, suitable for unloading of Provaris’ compressed hydrogen carriers. The site offers deep-sea waterfront access and excellent connectivity to existing rail and pipeline network. The Study demonstrated the technical and economic viability of berthing and unloading of Provaris’ proprietary H2NeoTM compressed hydrogen carriers at the GES terminal location in Rotterdam. Capital Lite Revenue Model to Focus on Early Cash Flow In response to evolving market conditions and capital constraints, Provaris has adopted a ‘capital lite’ revenue model. This approach is designed to maximise returns to focus on early cash flow, while removing the upfront capital expenditure and financial risk to Provaris. By focusing on technology licensing, strategic partnerships, and asset-light project structures, Provaris is able to scale more rapidly, reduce financial exposure, and increase flexibility in project delivery. The capital lite model aligns with the interests of shareholders by supporting sustainable growth and ensuring capital is deployed efficiently across highimpact opportunities. Strategic Partnership with “K”LINE to Commercialise Hydrogen Shipping Provaris has entered a strategic Memorandum of Understanding (MOU) for co-operation with “K”LINE, a global leader in shipping and maritime logistics. This co-operation is aimed at accelerating the commercialisation and deployment of our compressed hydrogen shipping solutions. “K”LINE’s extensive experience in managing complex maritime projects will support Provaris final ship specification of the H2Neo, construction, and operation of hydrogen carriers, thereby expediting market entry and ensuring best-in-class operational standards. This partnership not only strengthens our technical capabilities but also increases the confidence in implementing a capital lite model of a shipowner providing the capital for construction and the long-term viability of fleet operations. Advancing the Prototype Tank Restart A significant focus has been maintained on the advancement and restart of our prototype tank programme. This initiative is central to Provaris’ strategy of demonstrating the technical viability and safety of compressed hydrogen storage and transport, and award of a Final Class Approval to commence construction. The prototype tank restart involves rigorous testing, validation, and optimisation, ensuring that our technology meets and exceeds regulatory standards set by maritime Classification. Success in this programme will unlock further commercial opportunities and solidify Provaris’ reputation as an innovator in hydrogen logistics. It is also important in advancing the emergence of our entry into the designs for innovative LCO2 tanks. Joint Development Agreement with Yinson for LCO2 Tanks Provaris has entered into a Joint Development Agreement (JDA) with Yinson Production AS (Yinson) a renowned energy infrastructure group, to collaboratively advance the design and commercialisation of liquefied carbon dioxide (LCO2) tank solutions. This partnership leverages Yinson’s global expertise and commercial operations in the offshore industry and Provaris’ innovative approach to storage technology, 5 OPERATIONS REPORT accelerating the development of robust and efficient LCO2 tanks aimed at addressing the growing demand for decarbonisation solutions. Together, the companies will focus on a design that is compliant with existing regulations, and integration with a Floating Storage Injection Unit. In an accelerated timeline the design package is now under review by a leading Marine Classification Society. This independent review is a critical step in reinforcing the tank’s credibility and suitability for global maritime operations. Demonstrating Yinson’s commitment to the development, they continued to provide 100% of the funding with a 50% ownership of all design IP retained by Provaris. The LCO2 tank design and associated fabrication methodology also de-risks the H2 tank applications positioning Provaris as a dual-market technology provider (H2 and CO2). During 2025/26 a FEED program will take Provaris’ LCO2 tank design from concept design towards commercial and operational readiness. The tank development focus will be on continued compliance with maritime codes and regulations, including integration of the tank for Yinson’s FSIU and suitability for LCO2 carriers. Exited the Tiwi Islands H2 Development Project The Provaris Board made a final assessment of the status of the Tiwi H2 Project and subsequently decided to terminate any further development activities. During 2022-23 the Tiwi H2 Project established a positive pre-feasibility report for an integrated compressed hydrogen production and export project, targeting and 90ktpa green hydrogen export. While some of the key benefits of the Tiwi location remain valid, the progress of the Project was continually hindered by the ongoing absence of tangible stakeholder engagement and support, and a lack of meaningful engagement and timeframe for demand with potential S.E Asian hydrogen off-takers. Importantly, Provaris was able to also transfer all the technical and commercial understanding attained form the Tiwi H2 Project to other projects in Europe, including its prefeasibility studies with Norwegian Hydrogen in Norway during 2023-24, saving the company and the partnership significant costs. Outlook and Strategic Priorities With these achievements, Provaris has established a solid foundation for continued progress. Our priorities moving forward include: • • • • • • Finalising definitive agreements with Uniper and other key partners to advance project development and commercialisation. Expanding our portfolio of MOUs and partnerships in Europe and the Nordics to secure additional supply sources and customers. Continuing to invest in the successful completion and testing of the prototype tank, to receive Final Class Approval for Construction. Maintaining best-in-class compliance with regulatory frameworks to facilitate market access and eligibility for renewable energy incentives. Leveraging the capital lite model to accelerate growth while preserving financial discipline. Developing a first-mover market opportunity in LCO2 with our partner Yinson, leading to new markets for our innovative tank design. Provaris has made exceptional progress on several fronts, demonstrating the strength of its strategy, the value of its partnerships, and the scalability of its technology. Each milestone covered in this report marks a critical step forward in our journey to become a leader in hydrogen logistics. We remain committed to transparency, innovation, and sustainable growth, and we thank all shareholders for your continued support. -END - 6 DIRECTORS’ REPORT The directors of Provaris Energy Ltd A.C.N. 109 213 470 (“Provaris” or “the Company”) present their report including the consolidated financial report of Provaris and its controlled entities (“Consolidated Entity” or “Group”) for the year ended 30 June 2025. DIRECTORS The directors of Provaris in office during the year and up to the date of this financial report are as follows. Directors were in office for the entire period unless otherwise stated. Greg Martin Martin Carolan Andrew Pickering David Palmer Independent, Non-Executive Chairman Managing Director and Chief Executive Officer Independent, Non-Executive Director Independent, Non-Executive Director PRINCIPAL ACTIVITIES The Group is advancing innovative Compressed Hydrogen (H2) and Carbon Dioxide (CO₂) storage and transport solutions through proprietary tank designs for storage, maritime gas carriers and integrated supply chain development. Principle activities include (i) supporting the development of hydrogen production and export projects in Europe, with a focus on local collaborations in Norway; (ii) the design, engineering and Maritime Class Approvals for its proprietary H2Neo Carrier and H2Leo Storage Barge for the marine storage and transportation of compressed hydrogen; and (iii) developing innovative liquid CO₂ tank designs for marine transport and offshore storage and injection applications. OPERATING RESULTS AND FINANCIAL POSITION The operating loss for the Consolidated Entity, after income tax, amounted to $2,523,878 (2024: loss of $6,134,552). The operating loss for the year includes direct project development costs of $296,719 (2024: $2,314,275) in addition to staff costs and operational overheads. At 30 June 2025, the Consolidated Entity had cash and cash equivalents of $330,828 (2024: $743,929), a security deposit of $219,220 (2024: $209,200) and debt of $235,000 (2024: $415,000). REVIEW OF OPERATIONS Refer to the Operations Report for further information. CORPORATE On 28 November 2024 Provaris’ annual general meeting was held as a virtual meeting. All resolutions considered at the meeting were passed. SIGNIFICANT CHANGES IN THE STATE OF AFFAIRS The following significant changes in the state of affairs of the Consolidated Entity occurred during the financial year: • • • • • On 11 July 2024: 25,000,000 fully paid ordinary shares were issued, at an issue price of $0.04 per share, under a share purchase plan. On 11 July 2024: 8,208,411 unlisted options were issued with an exercise price of $0.075 per fully paid ordinary share and expiry date of 11 July 2026. On 12 July 2024: 2,158,216 fully paid ordinary shares were issued to Macquarie Bank Limited’s nominee on the conversion of 11 convertible bonds, each with a face value of $5,000. On 30 July 2024: 1,136,363 fully paid ordinary shares were issued to Macquarie Bank Limited’s nominee on the conversion of 5 convertible bonds, each with a face value of $5,000. On 6 August 2024: 10,000,000 employee performance rights lapsed without the vesting 7 DIRECTORS’ REPORT • • • • • • • • • • • • • • • • conditions being satisfied. On 23 August 2024: 10,600 fully paid ordinary shares were issued on the exercise of 10,600 unlisted options, at an exercise price of $0.075 per share. On 6 September 2024: 2,045,454 fully paid ordinary shares were issued to Macquarie Bank Limited’s nominee on the conversion of 9 convertible bonds, each with a face value of $5,000. On 17 October 2024: 1,136,363 fully paid ordinary shares were issued to Macquarie Bank Limited’s nominee on the conversion of 5 convertible bonds, each with a face value of $5,000. On 18 October 2024: 1,181,474 fully paid ordinary shares were issued to Macquarie Bank Limited’s nominee on the conversion of 6 convertible bonds, each with a face value of $5,000. On 13 November 2024: 53,598,485 fully paid ordinary shares were issued, at an issue price of $0.02 per share, under a placement to sophisticated, professional, and institutional investors. On 17 November 2024: 9,000,000 unexercised unlisted options expired. On 29 November 2024: 83,334 unlisted options were issued with an exercise price of $0.075 per fully paid ordinary share and expiry date of 11 July 2026. On 24 February 2025: 6,250,000 fully paid ordinary shares were issued, at an issue price of $0.02 per share, under a placement to Directors of the Company. On 7 March 2025: 5,000,000 unexercised unlisted options expired. On 8 April 2025: 8,000,000 employee performance rights were issued for no consideration and subject to various vesting conditions being met and an expiry date of 31 November 2026. On 17 April 2025: 4,867,624 fully paid ordinary shares were issued, at an issue price of $0.011 per share, under a placement to sophisticated investors. On 10 July 2025: 79,046,156 fully paid ordinary shares were issued, at an issue price of $0.013 per share, under a placement to sophisticated, professional, and institutional investors. On 18 July 2025: 1,000,000 fully paid ordinary shares were issued on the vesting of employee performance rights issued 8 April 2025. On 25 July 2025: 1,590,910 fully paid ordinary shares were issued to Macquarie Bank Limited’s nominee on the conversion of 7 convertible bonds, each with a face value of $5,000. On 20 August 2025: 9,276,138 fully paid ordinary shares were issued, at an issue price of $0.011 per share, under a placement to Directors pursuant to voluntary remuneration direction authorities for the months of April, May, and June 2025. On 20 August 2025: 4,000,000 fully paid ordinary shares were issued, at an issue price of $0.013 per share, under a placement to Directors as part of the Company’s July 2025 placement. SIGNIFICANT EVENTS SUBSEQUENT TO BALANCE DATE On 4 July 2025, the Company announce that it received commitments to raise $1.08 million (before costs) via a share placement at $0.013 per share, with 83 million new fully paid ordinary shares issued (Placement). The proceeds of the Placement will be applied to advance Provaris’ priority hydrogen and CO2 storage and marine transportation business development activities in Europe, including its proprietary hydrogen prototype tank program in Norway. The Placement includes the issue of one (1) free unlisted option for every three (3) New Shares subscribed for under the Placement resulting in a total of ~27.7 million 0ptions. The Options have an exercise price of $0.03 and an expiration date eighteen (18) months from the Attaching Options issue date. On 11 August 2025, the Company announced approval from its development partner Yinson Production AS (Yinson) to commence the Front End Engineering Design (FEED) development phase for its proprietary large-scale low-pressure liquid CO2 (LCO2) Tanks. On 14 August 2025, the Company held a General Meeting of shareholders where all resolutions approved. On 27 August 2025 the Company announce that it received commitments to raise $1.0 million (before costs) via a share placement at $0.019 per share, with 52.6 million new fully paid ordinary shares issued (Placement). The proceeds of the Placement will be applied to 8 DIRECTORS’ REPORT ongoing development activities, working capital and business development activities relating to new market developments for the LCO2 tank in maritime and offshore sectors. The directors are not aware of any other matters or circumstances having arisen since the end of the financial year which significantly affected or may significantly affect the operations of the Group, the results of those operations, or the state of affairs of the Group in future financial years. LIKELY DEVELOPMENTS AND EXPECTED RESULTS Provaris will continue to pursue its development activities for both compressed hydrogen supply chain development and the emerging market application for LC02 through its new proprietary tank design. Funding and company resources will be applied towards: • • • Collaboration in the development of hydrogen production and export supply chains with a current focus on the Nordic region, including Norway, and other European regional supply opportunities. Achievement of Final Class Approval for Provaris’ proprietary H2Neo carrier (shipping) and H2Leo barge (storage) for the marine storage and transportation of compressed hydrogen. Development of proprietary LCO2 tank designs in joint development with Yinson and the integration into market applications in the maritime and offshore sectors. The likely outcomes of these activities depend on a range of technical, economic, industry, geographic, environmental, regulatory, and other activity specific factors many of which are outside Provaris’ direct control. Consequently, the directors consider it is not possible or appropriate to make a prediction on the future results of Provaris’ activities. ENVIRONMENTAL & CULTURAL HERITAGE REGULATIONS AND PERFORMANCE Provaris has an established edict for its activities and operations to comply, in all respects, with the laws and regulations, including environmental and cultural heritage laws and regulations, of each country in which it has a presence and, as a minimum, adopt and comply with the laws, regulations and accepted practices as would apply in Australia. There have been and are no known breaches of environmental or cultural heritage laws or regulations by Provaris. ENVIRONMENTAL, SOCIAL AND GOVERNANCE (ESG) Environmental, Social & Governance – ready to measure impact During the year, our commitment to continuous improvement our approach to reporting on material and non-financial ESG matters continued. Provaris has developed an ESG strategy that is directly aligned with the state of the business and adheres to our aspirations as a company. Provaris continues to assess the requirement for, and implementation of, a concise ESG strategy, including adhereing to a set of relevant ESG-related targets or commitments. A copy of the ESG Framework is available on our website. 9 DIRECTORS’ REPORT Our Purpose, and mission Provaris is focused on becoming the leading technology provider for the storage and transport of hydrogen and liquid CO2. Our purpose is to develop solutions that are simple, efficient and economic to enable the development of regional markets for hydrogen and CO2 capture and storage to become key pillars for decarbonisation of hard to abate industries. As Provaris moves towards commercialising its technology and solutions – our value creation will support and act as drivers for long-term economic growth to allow for the decarbonisation of hard-to-abate sectors. Leadership & Governance – the right minds matter Provaris believes in good governance factors of decision-making, independence, diversity and social inclusion. Ensuring the Board of Provaris leads by example, demonstrating a depth of expertise and capability, for Provaris to achieve our corporate milestones – the right minds really do matter. Provaris acknowledges the importance and benefits that come with an independent, diverse and socially inclusive Board. Reporting Pillar Governance WEF Item GO-01-C1 GO-02-A GO-03-A GO-04-A GO-04-a GO-05-A Corporate Action Reported Purpose statement  Governance board composition (matrix) Material issues impacting stakeholders Anti-corruption practices (completed FY21 G3V Appendix 4G) Mechanisms to protect Ethical Behaviour (completed FY21 G3V Appendix 4G) Integrating risk and opportunities into business process  Underway To be Addressed     Planet – managing climate change and biodiversity for future generations Protecting the planet and ensuring our operations do not cause harm to the environment and biodiversity on the projects we are collaborating with suppliers of hydrogen in Norway and import infrastructure in Germany and Netherlands. We conti