Convertible Note Facility & Share Purchase Plan
Summary
SUMMARY:
Provaris has entered a convertible note facility with Whitehall Capital Holdings Pty Ltd for up to $1.2 million, with an initial tranche face value of $600,000 expected to settle on or around 29 September 2026.
The facility is unsecured, carries a zero coupon and has a 24-month term for each tranche. It includes a fixed premium, variable and floor conversion pricing, monthly conversion caps and daily share trading limits, as detailed further in Annexure A.
Provaris will also undertake a non-underwritten Share Purchase Plan to raise up to $600,000, allowing eligible shareholders to participate directly in the funding program. The SPP Offer Booklet is expected to be released on 2 October 2026.
Funds raised under the Facility and SPP will provide additional working capital to progress the Company's hydrogen and LCO₂ technical and commercial programs and for general corporate purposes.
Provaris Energy announces that it has entered a two-year Convertible Note and Share Placement Agreement with Whitehall Capital Holdings Pty Ltd (the Investor) for an unsecured, zero-coupon convertible note facility of up to $1.2 million (Wolgan Facility).
The Wolgan Facility provides for up to $1.2 million in aggregate Face Value through the issue of unsecured convertible notes with zero coupon. Whitehall Capital Holdings Pty Ltd as the sole investor, and is an affiliate of Wolgan Partners, an independent Australian institutional investor providing a range of tailored capital solutions to ASX-listed small-cap companies.
The Initial Tranche of the Wolgan Facility has a Face Value of $600,000, with further funding of up to $600,000 conditional on mutual agreement between Provaris and the Investor. Neither party is obliged to proceed with any further tranches. Key terms are outlined in Annexure A.
The Company will also undertake a non-underwritten Share Purchase Plan to raise up to $600,000 (SPP), providing eligible shareholders with an opportunity to subscribe for new fully paid ordinary shares in Provaris. Further details follow in this announcement and the SPP Offer Booklet expected to be released on 2 October 2026. Eligible Directors intend to participate in in the SPP.
Martin Carolan, Provaris Energy Managing Director and CEO commented: “The Convertible Note Facility provides Provaris with additional working capital, while the separate SPP provides eligible existing shareholders with an opportunity to subscribe for new ordinary shares in the Company.
The Board has carefully considered the terms and risks of the Facility, including its conversion mechanics, potential dilution, Floor Price provisions and implications for Provaris' capital structure.
Management's focus will be on disciplined deployment of the capital raised towards the technical and commercial activities with the greatest potential to advance Provaris' strategic objectives.”
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