Provaris Energy Ltd (ASX:PV1) has filed an Appendix 3B disclosing a proposed issue of convertible notes, unlisted options, and ordinary shares, with a proposed issue date of 29 September 2026, as part of a convertible note facility structure.

Key Points

  • 120 convertible notes are proposed to be issued at AUD $5,000.00 each, with a face value of AUD $600,000 in total and a maturity date of 29 September 2028.
  • 6,000,000 unlisted options are proposed to be issued with an exercise price of AUD $0.013 and an expiry date of 29 September 2029.
  • 25,000,000 fully paid ordinary shares (ASX:PV1) are proposed to be issued as part of the convertible note facility structure.
  • If converted at the floor price of $0.0043, the convertible notes could result in a maximum of 139,534,883 ordinary shares being issued.

Convertible Notes Terms and Structure

According to the filing, the 120 convertible notes are classified as convertible debt securities denominated in Australian dollars, with an issue price of AUD $5,000.00 per note. The notes carry no interest, described as zero coupon, with no coupon or interest payments scheduled. The notes are designated as s128F exempt under the Income Tax Assessment Act. The maturity date is 29 September 2028. If converted, the notes will be exchanged for fully paid ordinary shares in Provaris Energy, with a maximum of 139,534,883 shares issuable at a floor price of $0.0043 per share.

Unlisted Options Attached to the Facility

The filing discloses that 6,000,000 unlisted options form part of the overall convertible notes facility structure and are a new class of securities not yet quoted or recorded by ASX. Each option carries an exercise price of AUD $0.013 and an expiry date of 29 September 2029. Upon exercise, each option will result in the issue of one fully paid ordinary share in Provaris Energy (ASX:PV1). The filing states that the options are not being issued for cash consideration, with an estimated AUD equivalent of the consideration provided recorded as $6,000.

Ordinary Share Component of the Convertible Note Facility

The filing discloses that 25,000,000 fully paid ordinary shares (ASX:PV1) are proposed to be issued as part of the convertible note facility. According to the filing, these shares can be applied in various ways under the convertible note facility, including set-off against note conversion obligations under a conversion notice. The filing directs readers to a separate company disclosure dated 28 September 2026 for the full material terms governing the ordinary shares, unlisted options, and convertible notes. The proposed issue date for all securities is 29 September 2026.