Provaris Energy Ltd (ASX:PV1) has entered a two-year convertible note facility with Whitehall Capital Holdings Pty Ltd for up to $1.2 million and will conduct a non-underwritten Share Purchase Plan targeting up to $600,000, with funds intended to support the company's hydrogen and LCO₂ technical and commercial programs and general working capital.

Key Points

  • Provaris has entered the Wolgan Facility, an unsecured, zero-coupon convertible note facility of up to $1.2 million with Whitehall Capital Holdings Pty Ltd, with an initial tranche face value of $600,000 expected to settle on or around 29 September 2026.
  • The purchase price for the initial tranche is 90% of face value, equating to A$540,000 before deduction of commitment fees, legal costs and other transaction costs.
  • A non-underwritten Share Purchase Plan will target up to $600,000, allowing eligible shareholders registered at 7.00pm AEST on 25 September 2026 with an Australian or New Zealand address to apply for up to $30,000 worth of new fully paid ordinary shares.
  • The SPP is expected to open on 2 October 2026 and close at 5.00pm AEST on 16 October 2026, with the SPP Offer Booklet expected to be released on 2 October 2026.
  • Eligible Directors intend to participate in the SPP.

Convertible Note Facility Terms and Structure

The Wolgan Facility provides for up to $1.2 million in aggregate face value through the issue of unsecured convertible notes with a zero coupon and a 24-month term for each tranche. Conversion is at the investor's election at either a fixed conversion price of $0.0102 or a market-linked variable conversion price subject to an agreed floor price mechanism. No conversion is permitted during the first 20 ASX trading days following issue of the initial tranche. Monthly conversion caps and daily share trading limits also apply. The facility terms include the issue of 25 million Placement Shares and 6 million Unlisted Options to the investor. Further tranches of up to $600,000 may be provided by mutual agreement, with neither party obliged to proceed.

Share Purchase Plan Pricing and Attaching Options

The SPP issue price will be the lower of $0.005 and a 20% discount to the volume weighted average market price of Provaris shares over the last five trading days in the SPP offer period, rounded up to the nearest $0.0001, subject to satisfying the issue price restrictions in Exception 5 of Listing Rule 7.2. Participants will receive one free attaching unlisted option for every three new SPP shares subscribed for. The attaching options will be exercisable at $0.013 and expire three years from the date of issue. Shareholder approval for the issue of attaching options will be sought at the company's Annual General Meeting scheduled for 27 November 2026.

Intended Use of Funds Raised

According to the filing, funds raised from the initial tranche of the Wolgan Facility and the SPP are intended to support hydrogen prototype development, classification approvals and commercial readiness, LCO₂ tank engineering, approvals and commercialisation with Yinson, commercial and business development, and general working capital. The filing states that the timing and completion of these activities remain subject to technical, regulatory, commercial and other customary development risks. The final SPP issue price and the number of SPP shares to be issued will be announced following the close of the SPP offer period.