Corporate

Capital
Structure

NOTES

1. * Performance shares expiring 29 Nov 2025
2. Refer to ASX Announcement 7^th Feb 2023 – EVR Secures $25M Investment Commitment
3. Options are comprised of:
   • Listed options expiring 30 Nov 2026

Funding Commitment

The Company has entered into a agreement with Sapphire Global Energy Fund, LLC (Sapphire), for a $25 million investment commitment. Sapphire is a New York City-based alternative investment fund, managed by Obsidian Global Partners LLC, focused on providing growth-oriented capital to public and private companies globally. Terms of the equity placement agreement are as follows:

• Investment: $25 million via an equity drawdown facility.
• Term: The Company has the option to drawdown on the facility for 60 months commencing on 1 March 2023, or an earlier date agreed upon.
• Security Shares: The security provided to the Investor is 35 million shares to be issued prior to the first drawdown (Security Shares) which may be utilised to offset any drawdown.
• Placement Request: On drawdown of the facility, the Company is to send a Placement Request requiring either:
  • an amount of securities for the Investor to purchase at the Placement Price. The number of securities to be purchased will be equal to the lower of:
    • The number of securities requested;
    • 30% of the total volume traded in the 10 trading days prior to each Placement Request;
    • $2m divided by the Placement Price;
    • The Available Facility Limited (being $25M less drawdowns completed) divided by the Placement Price;
    • The Company’s available placement capacity under LR 7.1; and
    • The number of Security Shares less the aggregate amounts of any reductions; or
  • a placement amount (the “Requested Placement Amount”). The Requested Placement Amount will be the lesser of:
    • the Requested Placement Amount;
    • $250,000, which may be increased to $500,000 by mutual agreement;
    • the Available Facility Limit (being $25M less drawdowns completed);
    • the Placement Price multiplied by the total of Security Shares less the aggregate amount of any reductions to the Security Share number; and
    • the Placement Price multiplied by the Company’s available capacity under Listing Rules 7.1.
• Placement Price: The price of the drawdown will be 95% of the average of the lowest 3 daily VWAPs during the 11 trading days following the Placement Request being sent to the Investor (“Calculation Period”).
• Trading Restriction: The Investor agrees to not trade more than $25,000 worth of EVR shares or more than 20% of the relevant days’ volume (whichever is higher), in a single day. Where the number of shares has been specified in the Placement Request, then the Investor agrees not to sell in excess of 3m shares or 20% of the daily trading volume (whichever is greater) during the Calculation Period.
• Placement Conditions: The following conditions must be met prior to a Placement:
  • The Shares are not suspended from trading on the ASX or subject to a trading halt.
  • It has been at least 12 Trading Days since the immediately prior Placement Request Date, provided that this may be reduced to a lesser number of days by mutual agreement between the Investor and the Company.
  • The Shares have not traded below A$0.008 per Share during any of the 10 prior Trading Days;
  • The immediately prior Placement Request has Completed.
  • No Event of Default has occurred.
• Facility Fee: 3% of the equity facility amount to be paid in cash or shares (at the Company’s election):
  • 0.75% within 3 days of executing the Equity Placement Agreement. At the Company’s election this fee is payable by the issue of 7 million shares at an issue price of approximately $0.027 being an 80% premium to the Company’s current trading price;
  • 0.75% upon first drawdown;
  • 1.5% upon drawdown of 50% of the facility.