F-1/A 1 nt10025799x8_f1a.htm F-1/A

As filed with the Securities and Exchange Commission on January 6, 2022

Registration No. 333-260311

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 2 to

FORM F-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

VERDANT EARTH TECHNOLOGIES LIMITED

(Exact name of Registrant as specified in its charter)

Australia			4911			98-1634034
(State or other jurisdiction of incorporation or organization)			(Primary Standard Industrial Classification Code Number)			(I.R.S. Employer Identification Number)

Level 33, Colonial Centre

52 Martin Place

Sydney NSW 2000

Australia

Tel.: +61 2 9227 8900

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

C T Corporation System

28 Liberty Street,

New York, NY 10005

Tel.: (212) 894-8940

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

John T. Gaffney, Esq.

Eric M. Scarazzo, Esq.

Gibson, Dunn & Crutcher LLP

200 Park Avenue

New York, New York 10166

Tel: (212) 351-4000

Fax: (212) 351-4035

Jonathan J. Russo, Esq.

Pillsbury Winthrop Shaw Pittman LLP

31 West 52^nd Street

New York, New York 10019

Tel: (212) 858-1000

Fax: (212) 858-1500

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same of offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933. Emerging growth company ☒

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act ☐

CALCULATION OF REGISTRATION FEE

Ordinary Shares, no par value

7,187,500

US$9.00

US$64,687,500.00

US$5,996.53

Underwriter’s Warrants⁽²⁾⁽³⁾

—

Ordinary Shares underlying Underwriter’s Warrants

503,125

US$11.25

US$ 5,660,156.25

US$ 524.70

Total

7,690,625

—

US$70,347,656.25

US$6,521.23

(1)	Estimated solely for the purpose of computing the amount of the registration fee pursuant to Rule 457(a) under the Securities Act of 1933, as amended.

(2)	In accordance with Rule 457(g) under the Securities Act of 1933, as amended, because the Registrant’s Ordinary Shares underlying the warrants are registered hereby, no separate registration fee is required with respect to the warrants registered hereby.

(3)	Registers warrants to be granted to the underwriter, or designees, for an amount equal to 7% of the number of Ordinary Shares sold to the public, and assuming a per share exercise price equal to 125% of the price per share in this offering. See “Underwriting” on page 116.

(4)	Includes the aggregate offering price of additional shares that the underwriter has the option to purchase, if any. See “Underwriting” on page 116.

(5)	The registrant previously paid US$4,960 in connection with a prior filing of the registration statement.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

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The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

Preliminary Prospectus

Subject to Completion, dated January 6, 2022

6,250,000 Ordinary Shares

Verdant Earth Technologies Limited

This is the initial public offering in the United States of ordinary shares, no par value (“Ordinary Shares”), of Verdant Earth Technologies Ltd, an Australian corporation. We are offering 6,250,000 Ordinary Shares.

We expect the public offering price to be between US$7.00 and US$9.00 per share. Currently, no public market in the United States exists for the Ordinary Shares. After pricing of the offering, we expect that the Ordinary Shares will trade on Nasdaq under the symbol “VDNT.”

Our first two projects, Verdant HV Power Station and Verdant HV Hydrogen Project, are proposed projects that have not received regulatory approvals. While we expect to receive applicable regulatory approvals for our Verdant HV Power Station following this offering, there is a risk we may not receive such approvals in a timely manner or at all and that such approvals will include conditions that are too onerous for our planned operations.

We are an “emerging growth company,” as that term is used in the Jumpstart Our Business Startups Act of 2012, and a Foreign Private Issuer under the definition of the Securities Exchange Act of 1934, as amended and, as such, we have elected to comply with certain reduced public company reporting requirements.

Investing in the Ordinary Shares involves risks. Before buying any shares, you should carefully read the discussion of risks of investing in our Ordinary Shares under the caption “Risk Factors” beginning on page 15 of this prospectus.

	Per Ordinary Share⁽²⁾	Total
Public offering price	US$	US$
Underwriting discounts and commissions	US$	US$
Proceeds, before expenses, to us⁽¹⁾	US$	US$

(1)	We have agreed to issue warrants to the underwriter and reimburse the underwriter for certain expenses. See “Underwriting,” on page 116.

(2)	Assumes no exercise of the over-allotment option by the underwriter.

Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

We have granted the underwriter an option, which is exercisable for up to 30 days after this date of this prospectus, to purchase up to 937,500 additional Ordinary Shares.

The underwriter expects to deliver the Ordinary Shares to purchasers against payment in U.S. dollars in New York, New York, on or about , 2022.

Roth Capital Partners

Prospectus dated , 2022.

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We are incorporated under the laws of Australia. Certain of our directors and officers and certain other persons named in this prospectus are citizens and residents of countries other than the United States, and all or a significant portion of the assets of the certain directors, officers and other persons named in this prospectus are outside the United States. As a result, it may not be possible for you to effect service of process within the United States upon such persons or to enforce against them or against us in U.S. courts any judgments predicated upon the civil liability provisions of the federal securities laws of the United States. There is doubt as to the enforceability in Australia, either in original actions or in actions for enforcement of judgments of U.S. courts, of civil liabilities predicated on U.S. federal securities laws.

You may rely only on the information contained in this prospectus. Neither we nor the underwriter has authorized anyone to provide information different from that contained in this prospectus. When you make a decision about whether to invest in the Ordinary Shares, you should not rely upon any information other than the information in this prospectus. Neither the delivery of this prospectus nor the sale of Ordinary Shares means that information contained in this prospectus is correct after the date of this prospectus. This prospectus is not an offer to sell or solicitation of an offer to buy the Ordinary Shares in any circumstances under which any such offer or solicitation is unlawful.

We have not taken any action to permit a public offering of the Ordinary Shares outside the United States or to permit the possession or distribution of this prospectus outside the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about and observe any restrictions relating to the offering of the Ordinary Shares and the distribution of this prospectus outside of the United States.

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CONVENTIONS THAT APPLY TO THIS PROSPECTUS

Unless otherwise indicated or the context implies otherwise, any reference in this prospectus to:

•	“Verdant” refers to Verdant Earth Technologies Limited, an Australian corporation;

•	“the Company,” “we,” “us,” or “our” refer to Verdant and its consolidated subsidiaries, through which it conducts its business;

•	“tonne” refer to a metric ton, which equals approximately 2,204 pounds;

•	“shares” or “Ordinary Shares” refers to Ordinary Shares of Verdant; and

•	“Corporations Act” means the Australian Corporations Act 2001 (Cth).

PRESENTATION OF FINANCIAL INFORMATION

Our fiscal year ends on June 30. We designate our fiscal year by the year in which that fiscal year ends; for example, fiscal 2021 refers to our fiscal year ended June 30, 2021. All dates in this prospectus refer to calendar years, except where a fiscal year or quarter is indicated.

Our reporting and functional currency is the Australian dollar, and our financial statements included elsewhere in this prospectus are presented in Australian dollars. The consolidated financial statements and related notes included elsewhere in this prospectus have been prepared in accordance with International Financial Reporting Standards, or IFRS, and interpretations as issued by the International Accounting Standards Board, or IASB, which differ in certain significant respects from generally accepted accounting principles in the United States, or U.S. GAAP. As a result, our financial statements may not be comparable to the financial statements of U.S. companies. Because the U.S. Securities and Exchange Commission, or SEC, has adopted rules to accept financial statements prepared in accordance with IFRS as issued by the IASB without reconciliation to U.S. GAAP from foreign private issuers such as us, we will not be providing a description of the principal differences between U.S. GAAP and IFRS.

All references in this prospectus to “US$,” “U.S. dollars,” and “dollars” mean U.S. dollars and all references to “A$” mean Australian dollars, unless otherwise noted.

This prospectus contains translations of some Australian dollar amounts into U.S. dollars. Except as otherwise stated in this prospectus, all translations from Australian dollars to U.S. dollars are based on the rate published by the U.S. Federal Reserve as of June 30, 2021, which was $0.7496 U.S. dollars per Australian dollar. No representation is made that the Australian dollar amounts referred to in this prospectus could have been or could be converted into U.S. dollars at such rate.

INDUSTRY AND MARKET DATA

This prospectus includes information with respect to market and industry conditions and market share from third-party sources or that is based upon estimates using such sources when available. We believe that such information and estimates are reasonable and reliable. We also believe the information extracted from publications of third-party sources has been accurately reproduced. However, we have not independently verified any of the data from third party sources. Similarly, our internal research is based upon the understanding of industry conditions, and such information has not been verified by any independent sources.

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements that are subject to a number of risks and uncertainties, many of which are beyond our control. All statements, other than statements of historical fact included in this prospectus, regarding our strategy, future operations, financial position, projected costs, prospects, plans and objectives of management are forward-looking statements. When used in this prospectus, the words “could,” “believe,” “anticipate,” “intend,” “estimate,” “expect,” “may,” “continue,” “predict,” “potential,” “project” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words.

Forward-looking statements may include statements with respect to:

•	our goals and strategies, and the goals and strategies of our businesses, including with respect to the development and expansion of our business;

•	potential projects, including the location, nature, fuel source and expected capacity of such projects;

•	our capital commitments and/or intentions with respect to our business, including the sufficiency of our liquidity and capital resources;

•	the nature and extent of future competition in the energy industry in the markets in which we plan to operate;

•	expected supply and demand trends in the Australian power market;

•	our ability to finance existing, and to source and finance new and greenfield projects and acquisitions;

•	the expected cost and expected timing of completion of our existing project and proposed projects and the anticipated capacity and results of such projects;

•	our ability to secure, or renew, appropriate governmental and regulatory licenses and approvals for our existing project and our proposed projects, including our ability to obtain a development consent for the Redbank Power Station;

•	the price of, and our ability to successfully integrate, any acquired projects or businesses;

•	the expected cash flows from our electricity generation and future green hydrogen production businesses;

•	our planned capital expenditures;

•	our ability to successfully pursue renewable energy-based projects and acquisition opportunities;

•	our ability to obtain appropriate connection agreements;

•	our ability to enter into supply and generation agreements on competitive terms;

•	our ability to secure fuels, including biomass, timber waste and other fuels, to operate our power generation plant and, in turn, power our hydrogen production plant;

•	the performance and reliability of our future electricity generation plant and green hydrogen production plant and our ability to manage our operation and maintenance costs;

•	the expected cost and timing of the Redbank Recommission Project (as defined herein);

•	expected growth in demand for electricity and hydrogen in the markets that we plan to serve;

•	the legal and regulatory framework of the energy industry at the national, regional or municipal level in Australia;

•	the timing for the determination of all relevant consents, approvals and licenses required for the Redbank Recommission Project and the Verdant HV Hydrogen Project, including our ability to obtain a development consent for the Redbank Power Station;

•	increased development costs, and the impact such increased costs could have on the development of additional power generation assets and the value of our assets, particularly with respect to electric and hydrogen power plants;

•	expected trends in energy consumption, particularly in Australia, Japan and South Korea; and

iii

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•	our intended use of proceeds from this offering.

All forward-looking statements speak only as of the date of this prospectus. You should not place undue reliance on these forward-looking statements. Although we believe that our plans, objectives, expectations and intentions reflected in or suggested by the forward-looking statements we make in this prospectus are reasonable, we cannot assure you that these plans, objectives, expectations or intentions will be achieved. We disclose important factors that could cause our actual results to differ materially from our expectations under “Risk Factors” and elsewhere in this prospectus.

The forward-looking statements made in this prospectus relate only to events or information as of the date on which the statements are made in this prospectus. Except as required by law, we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events.

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PROSPECTUS SUMMARY

This summary provides a brief overview of information contained elsewhere in this prospectus and is qualified in its entirety by the more detailed information and consolidated financial statements included elsewhere in this prospectus. Because it is abbreviated, this summary does not contain all of the information that you should consider before investing in Ordinary Shares. You should read the entire prospectus carefully before making an investment decision, including the information presented under the headings “Risk Factors,” “Cautionary Note Regarding Forward-Looking Statements” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the historical consolidated financial statements and the related notes to those financial statements included elsewhere in this prospectus. The information presented in this prospectus assumes that the underwriter’s option to purchase additional Ordinary Shares is not exercised. Unless otherwise expressly provided, all information in this prospectus has been presented to give retroactive effect to a 1-for-20 reverse share split of our Ordinary Shares that will be effective immediately prior to the pricing of the offering.

Overview

We are a development stage green energy company in the process of repurposing and recommissioning a traditional baseload power plant to run on renewable fuel. Our goal is to develop a network of renewable energy projects in Australia that would include hydrogen production facilities producing green hydrogen. We believe co-development of green energy projects with hydrogen production facilities will serve the dual purpose of reducing reliance on traditional fossil fuels and supporting broad decarbonization goals. Our first project is the recommissioning and conversion to biofuels of a 146 MW electric baseload power generation plant, where we also intend to co-locate hydrogen fuel production technology to produce green hydrogen. According to a report commissioned by the Council of Australian Governments, global demand for hydrogen exported from Australia could be almost one million tonnes by 2030, adding A$11 billion (or US$8 billion) in GDP growth each year by 2050.

In September 2018, we acquired the decommissioned Redbank Power Station, a 146 MW capacity coal-fired baseload electric power plant located in New South Wales (the “Redbank Power Station”) (approximately 90 kilometers from the Port of Newcastle). In 2014, the Redbank Power Station was shut down for upgrades, which were partially completed, but the plant was never restarted due to broader financial considerations. The acquired Redbank Power Station included the primary power generating equipment, the plant system both electrical and mechanical, 47 acres of land (approximately 50% of which is currently utilized) and all other related operating systems and facilities. We believe recommissioning the Redbank Power Station and converting it to run on biomass rather than coal tailings is an important first step in our strategy of becoming an early mover in the green hydrogen market in Australia. In addition, we expect the recommissioning of the Redbank Power Station to provide multiple near-term environmental and economic benefits. The use of biomass as fuel will have the non-commercial benefit of making use of renewable timber resources that currently have limited markets and, ultimately, reduce the amount of waste timber being disposed to landfill sites.

Based on our management’s experience and discussions with our external engineering consultant, Boiler & Power Plant Services Pty Ltd, we believe that the Redbank Power Station’s Circulating Fluidized Bed Boiler (“CFBB”) combustion system can operate on biomass subject to feed system modifications. Upon completion of this offering, we intend to recommission the power station to run entirely on biomass within 10 months assuming there are no delays or obstacles in the governmental and regulatory approval process (the “Redbank Recommission Project”). The Redbank Power Station, once the Redbank Recommission Project is completed, will be renamed the Verdant Hunter Valley Power Station (or the “Verdant HV Power Station”) and will be powered using biomass consisting of wood waste that will initially come from sustainable forestry waste and/or sustainable timber residues. Following receipt of the requisite governmental and regulatory approvals, as described in “—Regulatory Matters”, we also intend to use biomass from the waste and recycling industry for which we expect to receive tipping fees, as described in “Business—Sources of Revenue—Tipping Fees.” Based on estimates of our engineering consultant, Boiler & Power Plant Services Pty Ltd, we expect the Verdant HV Power Station will consume approximately 840,000 tonnes annually of biomass fuel. Based on industry metrics, we believe the fuel to be used by the Verdant HV Power Station will eliminate the reporting of 950,000 tonnes of carbon dioxide equivalent emissions per year (under Australia’s National Greenhouse Energy Reporting scheme) compared to the Redbank Power Station’s previous operation and effectively achieve “net zero” emissions.

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complete the Redbank Recommission Project to be approximately A$56.2 million (or US$42.1 million) (see “—Our Strengths”). We currently estimate the full recommissioning process, including a three-month initial trial period during which time we will test the operation and performance of the Redbank Power Station, to take up to 10 months from completion of this offering, based on estimates for work from our engineering consultants and estimated timelines to receive the requisite governmental and regulatory approvals. Initial project planning is under way, and we are in discussions with relevant permitting authorities and feedstock suppliers.

The Redbank Recommission Project is dependent on the timely receipt of the requisite governmental and regulatory approvals and the completion of this offering. To convert our facility from a coal to biomass fuel source, additional regulatory approvals are required including a development consent. However, as of the date of this prospectus, the Company has not yet received the relevant development consent to convert the Redbank Power Station for biomass fuel use. There are multiple pathways that can be pursued by the Company to obtain the required development consent for the Redbank Recommission Project. As of the date of this prospectus, the Company has filed an application pursuant to one pathway – a modification application to the existing development consent. The Company expects that a determination will be made with respect to its application by April 2022. If the NSW Land and Environmental Court does not grant the modification to the Company's existing development consent, the Company may appeal the court's decision or apply for a new standalone development consent or both. The Company has not yet filed any application for a new standalone development consent that will allow for the conversion of the Redbank Power Station to a biomass fueled power plant, although the Company has commenced preparation of the environmental assessments that would be required for a standalone development consent application. If the Company files for a new standalone consent, the Company anticipates that a determination regarding such standalone consent would likely not be made until the fourth calendar quarter of 2022.

Once the Redbank Recommission project is completed, we believe the Verdant HV Power Station will become one of Australia’s largest standalone green energy baseload generators (excluding hydroelectricity projects). Initially, we plan to operate the Verdant HV Power Station continuously on a 24 hours a day/7 days a week basis (subject to planned and unplanned outages) to generate green electricity for sale into the National Energy Market (the “NEM”). We will also seek accreditation under the Renewable Energy (Electricity) Act 2000 (“REE”) in order to be eligible to receive large-scale generation certificates (“LGCs”) and other similar incentives from various government programs (“green certificates”). In order to be accredited to receive LGCs, we must submit an application to the Clean Energy Regulator (“CER”) which assesses it on its merits against the statutory qualifying criteria. The LGCs currently have monetary value and are tradeable in an active market in Australia.

Subsequent to the completion of the Redbank Recommission Project, and subject to the receipt of the requisite governmental and regulatory approvals and additional required financing, we also plan to construct a scalable, green hydrogen production plant (we refer to the construction of this plant as the “Verdant HV Hydrogen Project”) on our available vacant land adjacent to the Verdant HV Power Station. Upon completion of the Verdant HV Hydrogen Project (we refer to the completed Verdant HV Project as the “Verdant HV Hydrogen Plant”), the Verdant HV Hydrogen Plant is expected to produce green hydrogen fuel using current electrolysis technology and powered by green electricity generated from our Verdant HV Power Station.

The Verdant HV Hydrogen Project is expected to be completed in two phases. In the first phase (“Hydrogen Project Phase 1”), we would expect to use approximately 10 percent of the electricity generated from our Verdant HV Power Station to produce up to 6 tonnes of green compressed hydrogen per day. Hydrogen Project Phase 1 is forecasted to be completed within 20 months following the completion of this offering, subject to adjustment based on prevailing market conditions and assuming timely receipt of the requisite governmental and regulatory approvals, and additional capital spending of approximately A$26 million (or US$19.5 million), which would be funded by capital raised separately from this offering. In the second phase (“Hydrogen Project Phase 2”), subject to prevailing market conditions, the receipt of the requisite governmental and regulatory approvals and the receipt of additional required

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capital, we plan to commence scaling up of our hydrogen production capacity to approximately 60 tonnes of compressed hydrogen per day, ultimately utilizing up to 100 percent of the electricity generated from our Verdant HV Power Station. Any remaining capacity is expected to be sold at the wholesale spot prices in the NEM. Hydrogen Project Phase 2 is forecasted to commence within 24 months following the completion of this offering and to require capital spending of approximately A$190 million (or US$142.4 million). We currently expect we will need to raise additional capital to finance each of the Hydrogen Project Phase 1 and Hydrogen Project Phase 2 through a mix of equity and debt financing. Decisions on each phase will be driven by market conditions and our ability to obtain the requisite governmental and regulatory approvals and additional financing. We plan to grow the production of green hydrogen based on market demand and financial returns relative to the sale of green electricity, subject to regulatory approval.

In addition to our Verdant HV Hydrogen Project, we are actively exploring other opportunities throughout Australia to develop additional green hydrogen projects similar to the Verdant HV Hydrogen Project. In particular, we are seeking underutilized renewable energy generation assets (such as solar and wind farms where power generation is not being fully utilized by the grid) where we can co-locate a hydrogen production plant. Given the current renewable energy opportunities in Australia, and subject to funding, our goal would be to have multiple projects under various stages of development to support the creation of a green hydrogen production network. By leveraging our management’s experience, knowledge, relationships in Australia’s renewable energy industry, we expect this network of green hydrogen projects to service both the domestic and export markets for green hydrogen. As the market for green hydrogen is in the early stages of development, we are also developing opportunities that facilitate the adoption of, and demand for, green hydrogen and that facilitate its export to what we anticipate to be high demand markets in Asia.

Our anticipated timeline with respect to completing the Redbank Recommission Project and developing green hydrogen assets is outlined below.

Market Opportunity for Green Hydrogen

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in addressing decarbonization, as outlined by the International Renewable Energy Agency and (iii) the leadership role being played by Australia and key countries in Asia, particularly Japan and South Korea, in promoting the use of green hydrogen in major industries and applications. Key initiatives relating to the green hydrogen market include:

•

The Paris Agreement, which to date has been signed by 191 states and the European Union, aims to limit CO₂ emissions to net zero emissions globally in the second half of the century. Signatories to the agreement must submit emissions reduction commitments. The NSW government has committed to an aspirational objective of achieving net zero emissions by 2050. Additionally, approximately 70% of Australia’s major trading partners have pledged to achieve net zero emissions by 2050 or 2060, including Japan, South Korea, the United States and the European Union.

•

The potential for hydrogen to play a key role in achieving net zero emissions if it is produced from renewable energy. According to Bloomberg New Energy Finance, green hydrogen could provide up to 22% of global energy needs by 2050, cutting CO₂ emissions by up to 23%. According to MarketsandMarkets, the global hydrogen fuel generation market is projected to reach approximately US$201 billion by 2025.

•

Commitment to national hydrogen strategies by over 30 countries, including Australia, Japan, South Korea and the United States, to transform themselves into hydrogen fueled economies in the next 30 years and to make significant investments in research, development and commercialization of green hydrogen. Japan has allocated approximately US$19 billion to a Green Innovation Fund (which includes hydrogen development), South Korea plans to spend approximately US$17 billion on green mobility (including hydrogen) and the United States has earmarked approximately US$8 billion to build several “regional clean hydrogen hubs” in the proposed bipartisan infrastructure legislation currently in discussions in the United States House of Representatives. Additionally, Japan and South Korea have signed a cooperation agreement and letter of intent with Australia, respectively, to support future hydrogen export from Australia and to develop international certification standards for hydrogen trade.

•

Australia’s positioning to play a key role in the global shift to hydrogen-fueled economies based on its: (1) abundant renewable energy resources available at low cost, which are essential for green hydrogen to reach scale; (2) developed regulatory, safety and market infrastructure that is necessary for the industrialization of green hydrogen production; and (3) geographic proximity to Asian markets where demand for green hydrogen is expected to grow in the coming years, including Japan, South Korea, China and Singapore.

Our Strengths

We believe that the following strengths position us to execute our business plans successfully:

•

Our baseload electric power plant gives us financial advantages. We own and are recommissioning a coal-fired baseload electric power plant, which we acquired at a discount to greenfield replacement cost, and are in the process of converting it into a renewable energy plant. Because the plant has substantially all of the necessary infrastructure in place, including primary power generating equipment and the balance-of-plant systems, we estimate that the cost of the Redbank Recommission Project will be significantly lower than the cost of constructing a new standalone renewable energy plant of similar generation capacity. Currently, when completed, we expect the plant will be one of the largest green baseload generators in Australia (excluding hydroelectric plants).

•

Short recommissioning timeline and payback period for our Redbank Recommission Project. We estimate the recommissioning period of the Redbank Power Station to be approximately 10 months from the completion of this offering, as opposed to the typical power generation plant development and construction timeline for equivalent electrical output of several years. In addition, unlike many infrastructure projects of similar size, the payback period for the Redbank Recommission Project is anticipated to be less than five full years of operations, based on the low upfront capital costs, assuming (i) operation on a stand-alone basis, (ii) no delays or obstacles in the regulatory approval process and (iii) earnings based on the wholesale price of energy sold into the NEM, our entitlement to and average pricing of LGCs and tipping fees, and operating costs at levels similar to the historic operating costs of the Redbank Power Station. See “Business—Sources of Revenue.”

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•

We expect that the Verdant HV Hydrogen Plant, once completed, will benefit from being close to both the Sydney domestic market and the Port of Newcastle. Once completed, our Verdant HV Hydrogen Plant will be strategically positioned with access to both large local markets on the east coast of Australia, as well as to Asian markets via ports. The planned site for the Verdant HV Hydrogen Plant will be well situated, via major highways, to the Port of Newcastle, Australia’s third largest port by volume, and to Sydney, Australia’s largest city. It will also be adjacent to a major railway with direct access to the east coast rail network and the Port of Newcastle.

•

Our Verdant HV Power Station and Verdant HV Hydrogen Plant, once completed, are expected to have the flexibility to generate multiple revenue streams, including electricity sales, green certificates tipping fees and revenue from the sale of green hydrogen. The Verdant HV Power Station, when operating solely on sustainable forestry and timber residues, is expected to generate income from the sale of electricity and the generation and sale of LGCs (until the program’s expiration in 2030). Following receipt of all applicable approvals, as described in “—Regulatory Matters,” the Verdant HV Power Station can also generate tipping fees for disposing of commercial waste timber from commercial recycling sources (including post consumer waste; wood waste from mixed waste streams, such as construction and demolition waste; source separated green waste; treated timber; and painted/coated wood and most engineered wood products (collectively, “commercial waste timber”)). Following the planned construction and commencement of the Verdant HV Hydrogen Plant, we will begin to generate sales from the production of green hydrogen. We plan to grow the production of green hydrogen based on market demand and financial returns relative to the sale of green electricity, subject to the requisite governmental and regulatory approvals and the receipt of additional required financing. Additionally, we plan to build flexibility into our hydrogen contracts such that in times of high electricity demand or a shortage in supply leading to high energy prices, we are able to elect to sell green energy into the grid (subject to satisfying any green hydrogen offtake agreements).

•

Competitive advantage over other new entrants and access to new project opportunities for green hydrogen projects via our experienced senior management team with a history of acquiring, developing, financing, building and operating businesses in the energy industry. Management has previously held senior business development, financial, operations, and sales positions at private and publicly traded energy companies, including renewable energy operations. We believe our senior management team has strong relationships in Australia’s renewable energy industry, including with key biomass feed stock sources, key plant engineering firms and related supply chain partners in Australia and Asia. We believe that these relationships may give us a competitive advantage over other new entrants. In addition, we believe we will be able to leverage our management’s relationships, built over decades, to identify new project opportunities for green hydrogen projects.

Our Strategy

Our mission is to be one of Australia’s leading commercial-scale suppliers of green hydrogen to both domestic and export markets through integration of green hydrogen production with green power generators, and to continue the development of integrated green hydrogen and green power projects in the future. We are pursuing a multi-pronged strategy to support our mission.

The key elements of our strategy include:

•

Establishing a green energy and green hydrogen project by leveraging our baseload green power project. Subject to receipt of the requisite governmental and regulatory approvals, we intend to recommission the 146 MW Redbank Power Station, which we believe provides us significant financial advantages over green field power production development. Upon completion of the Redbank Recommission Project, we plan to commence electricity sales into the NEM, which we believe can be done profitably, to support the development of our Verdant HV Hydrogen Project. Then, subject to available capital and the receipt of the requisite governmental and regulatory approvals, we intend to build out an integrated green hydrogen production facility.

•

Leverage our expected position as an early mover in the green hydrogen market to identify and create a network of green hydrogen project opportunities to become a leading green hydrogen provider for Australia. We believe successful development of the Verdant HV Hydrogen Project would make us an early mover of green hydrogen production in Australia and allow us to build a significant

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position in the industry. We intend to leverage this position to build out a network of green power and green hydrogen projects. In addition, we are actively seeking opportunities to develop additional green hydrogen projects in multiple locations across Australia as well as develop or acquire low cost renewable generation that can be matched with electrolyzers for green hydrogen production. We believe Australia’s abundant local green energy resources and proximity to export markets, along with being an early mover in the green hydrogen market, will position us well to capitalize on the Australian market for green hydrogen.

•

Utilize our expected position as a future producer of green hydrogen, from strategically positioned Australia, to develop opportunities that facilitate the adoption of, and demand for, green hydrogen and its export to high demand markets such as Asia. We believe our expected position as a future producer of green hydrogen and Australia’s regulatory, safety and market infrastructure will help provide opportunities to facilitate adoption and demand of green hydrogen in Australia and in nearby Asian countries like Japan and South Korea. We intend to leverage our expected early mover position and geographic proximity to and relationships with nearby Asian countries in the energy space to take advantage of the continued growth of the market for green hydrogen in Asia.

•	Leverage our status as a U.S. publicly-traded company and access to the capital markets to support inorganic growth. We believe our initial public offering will provide us with a competitive advantage in developing and building out potential green hydrogen projects in Australia.

Financial Position/Capital Expenditures

We have incurred operating losses since our inception and do not expect to generate revenue until after we complete the planned recommissioning and restart of the Redbank Power Station. From our incorporation on March 6, 2018 through June 30, 2021, we have funded our operations through the issuance and sale of new Ordinary Shares totalling A$16.8 million (or US$12.6 million) (before issuing costs) and the issuance of convertible notes totalling A$1.94 million (or US$1.5 million) (before issuing costs). We anticipate incurring additional losses and negative cash flows from operations until such time, if ever, that we can restart the Redbank Power Station and thereafter until the plant generates sufficient revenues to exceed our expenses. As of June 30, 2021, we had cash and cash equivalents of A$4.3 million (or US$3.2 million). Our primary uses of cash are to fund the development of our business plan and fund the fees and expenses related to this offering.

We estimate that we will need to raise approximately A$67.0 million (or US$50.2 million) in gross proceeds to complete the Redbank Recommission Project as described below, including capital spending and operating costs of approximately A$56.2 million (or US$42.1 million), as well as the costs of this offering and financing and other indirect costs. Our forecasts indicate that these amounts will be expended during fiscal 2022 and we will need to raise additional capital. We believe that the net proceeds from this offering, together with our existing cash and cash equivalents, will enable us to fund the costs of the Redbank Recommission Project, including to recommission the Redbank Power Station, obtain water rights, obtain the requisite governmental and regulatory approvals, augment material handling systems, complete market registrations and connections, engage and ensure staff are adequately trained, procure fuel, repay outstanding debt, pay costs of raising capital and ensure we have the working capital required to commence operations.

Following completion of the Redbank Recommission Project, and subject to receipt of the requisite governmental and regulatory approvals described in “—Regulatory Matters” and additional required capital, we plan to commence the Verdant HV Hydrogen Project. In order to fund the costs of completing Hydrogen Project Phase 1, we would need an additional A$26 million (or US$19.5 million) which we intend to fund through a mix of equity and debt financing. Based on estimated permitting timelines, we would expect Hydrogen Project Phase 1 to commence within 12 months following the completion of this offering, and to be completed within 20 months following the closing of this offering.

Subject to receipt of the requisite governmental and regulatory approvals described in “—Regulatory Approvals” and additional required capital, we intend to explore Hydrogen Project Phase 2, which we expect to commence within 24 months following the completion of this offering. Based on initial high-level cost estimates for Hydrogen Project Phase 2, we expect to seek an additional A$190 million (or US$142.4 million) through a mix of equity and debt financing, but this could vary depending on advancements in and cost improvements of electrolyzer technology or other changes in prevailing market prices.

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The anticipated timelines with respect to the Redbank Recommission Project and each phase of the Verdant HV Hydrogen Project are outlined below.

The construction of hydrogen production facilities is a time-consuming, expensive and uncertain process that may take many years to complete, and we may never generate the output of energy or revenue and profitability as planned. For more information about our present and future funding requirements and our expected operating expenses, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources.”

Regulatory Matters

The existing Redbank Power Station was constructed in proximity to the established national electricity network and other industrial activities and was permitted to run on coal tailings pursuant to a development consent that expires in 2031. To convert the Redbank Power Station from a coal to biomass fuel source, an

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additional development consent is required. There are multiple approval pathways that can be pursued by the Company to obtain the required development consent and there are due process requirements to be complied with for each pathway. The two main pathways are to apply to the local council for either a modification application to the existing development consent or for a new standalone consent, or alternatively to the NSW state government for a new standalone consent. It is not unusual to apply for the development consent through alternative pathways concurrently, in case one pathway is not successful. In each case, environmental assessments are required and the relevant consent authority assesses the application on its merits.

As of the date of this prospectus, the Company has not received the relevant development consent to convert the Redbank Power Station for biomass fuel use. In October 2020, the Company filed an application to modify the existing development consent with the local council. In May 2021, the Company filed an appeal with the NSW Land and Environment Court to expedite determination of the modification to the existing development consent. The Company expects a court determination regarding its modification application by April 2022. If the NSW Land and Environmental Court does not grant the modification to the Company's existing development consent, the Company may appeal the court's decision or apply for a new standalone development consent or both. The Company has not filed an application for a new standalone development consent that will allow for the conversion of the Redbank Power Station to a biomass fueled power plant, although the Company has commenced preparation of the environmental assessments that would be required for a standalone development consent application if this pathway needs to be pursued. If the Company files for a new standalone consent, the Company anticipates that a determination regarding such standalone consent would likely not be made until the fourth calendar quarter of 2022.

Other approvals will be necessary in addition to this development consent to use biomass as a fuel source. These approvals include a variation to the Redbank Power Station’s existing environment protection license to authorize power generation using biomass fuel and resource recovery orders and exemptions to allow for the processing of timber residue and commercial waste timber. Water is also required to operate the Redbank Power Station and the Company will need to acquire water rights on the open market in order to obtain the relevant water usage rights. A separate development consent will also be required for the additional use of commercial waste timber in the Redbank Power Station. Commercial waste timber is not currently an eligible waste fuel under the NSW Environmental Protection Authority’s (“EPA”) Eligible Waste Fuel Guidelines. Therefore, the Company will need to request that the EPA add the proposed commercial waste timber fuel to the categories of eligible biomass waste fuels in the EPA Eligible Waste Fuel Guidelines or alternatively the Company will need to request amendments to the Energy from Waste Infrastructure Plan to enable the use of this type of fuel.

The Company expects to obtain the required development consent for the Redbank Recommission Project through one of the available pathways described and within the time frames provided in this prospectus, and to obtain the timely receipt of additional required approvals for the Redbank Recommission Project in the ordinary course of business. In addition, we will need to obtain development consent to extend the operating life of the Redbank Power Station beyond 2031. For more information on the approvals and licenses required to complete the Redbank Recommission Project and to further develop the Verdant HV Power Station and the Verdant HV Hydrogen Project, see “Regulatory Matters—Environment and Planning Regulatory Framework.”

Corporate Information

We were incorporated on March 6, 2018 under the laws of Australia under the name Hunter Energy Limited and changed our name to Verdant Earth Technologies Limited in 2021.

Our headquarters and registered offices are located at Level 33, Colonial Centre, 52 Martin Place, Sydney NSW 2000, and our telephone number there is +61 (2) 9227 8900. Our website address is verdantearth.com.au. Information on our website and the websites linked to it do not constitute a part of this prospectus.

Implications of Being an Emerging Growth Company

We are an “emerging growth company” under the U.S. Jumpstart Our Business Startups Act of 2012, or the JOBS Act, and will continue to qualify as an “emerging growth company” until the earliest to occur of:

•	the last day of the fiscal year during which we have total annual gross revenues of US$1.07 billion (as such amount is indexed for inflation every five years by the SEC) or more;

•	the last day of our fiscal year following the fifth anniversary of the completion of our first sale of common equity securities pursuant to an effective registration statement under the Securities Act;

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•	the date on which we have, during the previous three-year period, issued more than US$1 billion in non-convertible debt; or

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the date on which we are deemed to be a “large accelerated filer,” as defined in Rule 12b-2 of the U.S. Securities Exchange Act of 1934, as amended, or the Exchange Act, which would occur if the market value of our Ordinary Shares that are held by non-affiliates exceeds US$700 million as of the last day of our most recently completed second fiscal quarter.

An emerging growth company may take advantage of specified exemptions from various requirements that are otherwise applicable to public companies in the United States. Generally, a company that registers any class of its securities under Section 12 of the Exchange Act is required to include in the second and all subsequent annual reports filed by it under the Exchange Act, a management report on internal control over financial reporting and, subject to an exemption available to companies that meet the definition of a “smaller reporting company” in Rule 12b-2 under the Exchange Act, an auditor attestation report on management’s assessment of the company’s internal control over financial reporting. However, for so long as we continue to qualify as an emerging growth company, we will be exempt from the requirement to include an auditor attestation report in our annual reports filed under the Exchange Act, even if we do not qualify as a “smaller reporting company.” In addition, Section 103(a)(3) of the Sarbanes-Oxley Act has been amended by the JOBS Act, to provide that, among other things, auditors of an emerging growth company are exempt from any rules of the Public Company Accounting Oversight Board requiring mandatory audit firm rotation or a supplement to the auditor’s report in which the auditor would be required to provide additional information about the audit and the financial statements of the company.

Pursuant to Section 107(b) of the JOBS Act, an emerging growth company may elect to utilize an extended transition period for complying with new or revised accounting standards for public companies until such standards apply to private companies. We have elected not to utilize this extended transition period. This election is irrevocable.

Implications of Being a Foreign Private Issuer

Upon effectiveness of this registration statement, we will be subject to the information reporting requirements of the Securities Exchange Act of 1934, or the Exchange Act, that are applicable to “foreign private issuers,” and under those requirements we will file reports with the SEC. As a foreign private issuer, we are exempt from certain rules under the Exchange Act that impose certain disclosure obligations and procedural requirements for proxy solicitations under Section 14 of the Exchange Act. In addition, our officers, directors and principal shareholders are exempt from the reporting and “short-swing” profit recovery provisions of Section 16 of the Exchange Act and the rules under the Exchange Act with respect to their purchases and sales of our Ordinary Shares. Moreover, we are not required to file periodic reports and financial statements with the SEC as frequently or as promptly as U.S. companies whose securities are registered under the Exchange Act. In addition, we are not required to comply with Regulation FD (Fair Disclosure), which restricts the selective disclosure of material information.

Under Australian law, we prepare financial statements on an annual basis, and we are not required to prepare or file semi-annual or quarterly financial information.

For as long as we are a “foreign private issuer,” we intend to file our annual financial statements on Form 20-F and furnish our semi-annual financial statements and quarterly updates on Form 6-K to the SEC for so long as we are subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act. However, the information we file or furnish is not the same as the information that is required in annual and quarterly reports on Form 10-K or Form 10-Q for U.S. domestic issuers. Accordingly, there may be less information publicly available concerning us than there is for a company that files as a domestic issuer.

We may take advantage of these exemptions until such time as we are no longer a foreign private issuer. We are required to determine our status as a foreign private issuer on an annual basis at the end of our second fiscal quarter. We would cease to be a foreign private issuer at such time as more than 50% of our outstanding voting securities are held by U.S. residents and any of the following three circumstances applies: (1) the majority of our executive officers or directors are U.S. citizens or residents; (2) more than 50% of our assets are located in the United States; or (3) our business is administered principally in the United States.

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Organizational Structure

Verdant Earth Technologies Limited is a holding company that owns a number of subsidiaries. Acting through these entities, we propose to recommission, construct and develop a number of projects, as described in “Business.”

Risk Factors Summary

Investing in our Ordinary Shares involves significant risks. You should carefully consider the risks described in “Risk Factors” before making a decision to invest in our Ordinary Shares. If we are unable to successfully address these risks and challenges, our business, financial condition, results of operations, or prospects could be materially and adversely affected. In such case, the trading price of our Ordinary Shares would likely decline, and you may lose all or part of your investment. Below is a summary of some of the risks we face:

Risks Related to Our Business

•	Our results of operations and financial condition are dependent upon the economic, environmental, social and political conditions in Australia.

•	The global pandemic arising from the outbreak and spread of coronavirus (“COVID-19”) has had, and may continue to have, a significant impact on the energy industry and the macro-economic environment in which we plan to operate.

•	Our lack of any significant operating history may make it difficult for you to evaluate our future viability.

•	Our financial statements contain an explanatory paragraph regarding uncertainty as our ability to raise capital and therefore cast substantial doubt about our ability to continue as a going concern.

•	We plan to operate in highly competitive energy and power markets.

•	We will be exposed to electricity spot market, fuel and other commodity price volatility.

•	We have limited experience producing green hydrogen on a commercial basis.

•	The generation of green hydrogen by us and our competitors may outpace the demand for green hydrogen, resulting in an oversupply and lower than expected prices.

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Our revenue and profitability will initially rely on our ability to generate and sell electricity, and once our planned Verdant HV Hydrogen Plant is operational, will thereafter rely substantially on our ability to sell green hydrogen, and disruption in the operation of our planned plants for any reason will have an adverse effect on our operating and financial performance.

•	We may be unsuccessful or face delays in recommissioning the Verdant HV Power Station, and such delays may have an adverse effect on our expected cash flows and operating and financial performance.

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Once operational, our Verdant HV Power Station will rely on power transmission and distribution facilities that we do not own or control and that may be subject to transmission constraints. If these facilities fail to provide us with adequate capacity, we may be restricted in our ability to deliver wholesale electric power and we may either incur additional costs or forego revenues.

•	The results of the full-scale feasibility study on the Verdant HV Hydrogen Project may not be favorable, and we may be unable to pursue the Verdant HV Hydrogen Project.

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We do not know with certainty what the likely price of green hydrogen fuel will be at the time that our Verdant HV Hydrogen Plant becomes operational, if ever, and therefore our Verdant HV Hydrogen Project may not generate expected levels of revenue and our projections of financial feasibility are subject to inherent risk.

•	We may be unable to access the capital or financial markets on favorable terms or at all, which would impede our ability to meet our funding requirements and successfully recommission, construct and develop our proposed projects.

•	Proposed and potential recommissioning, construction or development projects may not be completed or, if completed, may not be completed on time or perform as expected.

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•	Our expansion, development and acquisition strategy may be limited due to market conditions beyond our control. We may also be unable to identify suitable assets for acquisition.

•	We may not be able to enter into long-term contracts for the sale of green hydrogen, which would reduce volatility in our results of operations, or secure appropriate shipping for export of green hydrogen.

•	We may be unable to secure biomass for the Verdant HV Power Station and be exposed to significant financial credit or performance risk.

•	If the Verdant HV Power Station is unable to provide electricity to the Verdant HV Hydrogen Plant, the Verdant HV Hydrogen Plant will lose its ability to produce green energy.

Risks Related to Government Regulation

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In order to complete the Redbank Recommission Project and to further develop the Verdant HV Power Station and the Verdant HV Hydrogen Project, a number of commonwealth, state and local regulatory approvals and licenses are required, including a development consent to convert our facility from a coal to biomass fuel source, which we have not received as of the date of this prospectus. Obtaining such approvals and licenses can be costly and time-consuming and our business and anticipated profitability may be adversely affected if we do not timely obtain required approvals or licenses.

•	We may not acquire the necessary approvals and effect the necessary policy changes to use commercial waste timber or alternatively the government program that provides these incentives could end, which would limit our access to revenues through tipping fees.

•	The Australian electricity market in which we operate is subject to various government regulations.

•	The variation, reduction or elimination of government economic incentives for renewable energy technologies or other related policies or any change in the market design of the NEM could adversely affect our business, financial condition and results of operations.

•	Our facilities, operations, equipment and new projects are subject to numerous environmental, health and safety laws and regulations that may expose us to significant costs and liabilities.

•	We will need to comply with Australian regulations regarding the use of water, including the acquisition of the requisite water access licenses.

•	The existing development consent for the Redbank Power Station allows the power station to operate until 2031, and we will need to modify the development consent in order to extend the operating life of the plant beyond 2031.

•	Certain Australian government regulations that we will have to comply with require conducting environmental assessments that may cause delay in our planned projects.

Risks Related to Our Corporate Structure

•	We are incorporated in Australia and our shareholders may have greater difficulty in protecting their interests than they would as shareholders of a corporation incorporated in the United States.

•	It may be difficult to enforce a judgment of U.S. courts for civil liabilities under U.S. federal securities laws against us, our directors or officers in Australia.

•	We are subject to the laws of Australia, which differ in certain material respects from the laws of the United States.

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Our constitution provides that courts having jurisdiction in Western Australia have non-exclusive jurisdiction to settle any dispute arising out of or in connection with our constitution and each of our shareholders irrevocably submits to the jurisdiction of such courts, which could limit our shareholders' ability to obtain what such shareholders believe to be a favorable judicial forum for disputes with us or our directors, officers or other employees.

•	We are a “foreign private issuer” under U.S. securities laws and, as a result, are subject to disclosure obligations that are different from those applicable to U.S. domestic issuers listed on the Nasdaq Capital Market.

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Risks Related to Our Ordinary Shares and this Offering

•	We are an “emerging growth company,” and our election to comply with the reduced disclosure requirements as a public company may make our Ordinary Shares less attractive to investors.

•	The market price of our Ordinary Shares could be adversely affected by future sales and distributions of our Ordinary Shares or the perception that such sales and distributions may occur.

•	Because our Chief Executive Officer will hold his Ordinary Shares through other entities he controls, conflicts of interest may arise between him, as an executive officer of the Company, and entities controlled by him that are holders of our Ordinary Shares.

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THE OFFERING

Ordinary shares offered by us

6,250,000 Ordinary Shares (or 7,187,500 Ordinary Shares if the underwriter exercises its option to purchase additional Ordinary Shares in full).

Ordinary shares to be outstanding immediately after this offering

22,267,808 Ordinary Shares (or 23,205,308 Ordinary Shares if the underwriter exercises its option to purchase additional Ordinary Shares in full).⁽¹⁾

Option to purchase additional shares

We intend to grant the underwriter an option, which is exercisable within 30 days from the date of this prospectus, to purchase up to 937,500 additional Ordinary Shares from us at the public offering price less the underwriting discount.

Use of proceeds

We intend to use the net proceeds from this offering to (i) repay approximately A$3.7 million (or US$2.8 million) of indebtedness incurred in connection with the acquisition of the Redbank Power Station that accrues at an interest rate of 12.0% per annum and has a final maturity date of July 31, 2022, (ii) fund the recommissioning of the Redbank Power Station (including (a) approximately A$37.5 million (or US$28.1 million) for capital expenditures such as plant recommissioning/construction, biomass materials handling equipment, grid registration and connection, plant spare parts inventory and water rights and (b) approximately A$18.7 million (or US$14.0 million) for operating expenditures such as employment costs and fuel inventory), (iii) develop green hydrogen assets and (iv) for general corporate and working capital purposes. See “Use of Proceeds.”

(1)	The number of Ordinary Shares outstanding after this offering is based on 16,017,808 Ordinary Shares outstanding as of June 30, 2021, and excludes:

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500,000 Ordinary Shares issuable upon the vesting of performance shares outstanding, which we refer to as the Performance Shares, pursuant to a Sale and Purchase Agreement dated February 17, 2021, which we refer to as the Sale and Purchase Agreement, which shares are subject to repurchase by us at a nominal amount if applicable vesting conditions are not satisfied;

•	1,077,778 Ordinary Shares issuable upon the optional conversion of approximately A$1,940,000 (or US$1,454,030) of outstanding indebtedness under Convertible Notes due November 2021 and December 2021, which we refer to as the 2021 Notes;

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an aggregate of 3,353,672 Ordinary Shares issuable upon the exercise of share options outstanding as of June 30, 2021, which includes options to purchase (i) 368,197 Ordinary Shares at an exercise price of A$6.000 (or US$4.380), (ii) 1,200,000 Ordinary Shares at an exercise price of A$1.500 (or US$1.100) and (iii) 1,785,475 Ordinary Shares at an exercise price of A$4.000 (or US$2.920);

•	warrants to be issued to the underwriter upon the completion of this offering in an amount equal to 7% of the Ordinary Shares sold in this offering, as described in “Underwriting—Other Relationships”; and

•

five-year warrants issued to Digital Offering, LLC, which we refer to as Digital Offering, for the purchase of 204,493 Ordinary Shares, exercisable at any time at an exercise price of US$0.20, and five-year warrants to be issued to Digital Offering for the purchase of 0.5% of the Ordinary Shares outstanding after the completion of this offering, exercisable at an exercise price of US$0.20 if the volume weighted average price of our Ordinary Shares is at least 120% of the initial public offering price for 30 consecutive trading days within the first six months after the completion of this offering, as described in “Underwriting—Other Relationships.”

Except as otherwise indicated herein, all information in this prospectus assumes the following:

•	a 1-for-20 reverse share split of our Ordinary Shares to be effected immediately prior to the pricing of this offering;

•	no exercise by the underwriter of its option to purchase additional Ordinary Shares in this offering; and

•	no exercise of the outstanding stock options or conversion of performance shares described above.

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Underwriting

See “Underwriting” for information about the distribution of the Ordinary Shares, including the timing and pricing of the offering and the method of distribution.

Risk factors

An investment in the Ordinary Shares involves significant risks. See “Risk Factors.” You should carefully consider the information in this prospectus before you decide to invest in the Ordinary Shares. If any of such risks actually occurs, our business, prospects, financial condition and results of operations could be materially affected, the trading price of the Ordinary Shares could decline and you could lose all or part of your investment.

Proposed stock trading symbol

“VDNT”

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RISK FACTORS

You should carefully consider the risks described below, together with all of the other information in this prospectus. If any of the following risks occur, our business, financial condition and results of operations could be seriously harmed and you could lose all or part of your investment. Further, if we fail to meet the expectations of the public market in any given period, the market price of the Ordinary Shares could decline. Our business involves significant risks and uncertainties, some of which are outside of our control. If any of these risks actually occurs, our business and financial condition could suffer and the price of the Ordinary Shares could decline.

Risks Related to Our Business

Our results of operations and financial condition are dependent upon the economic, environmental, social and political conditions in Australia.

All of our existing assets are in Australia, and we expect to complete construction projects and secure additional development projects in Australia. As a result, our results of operations are dependent upon the economic, social and political conditions in Australia, and we are exposed to a variety of risks, including risks related to:

•	heightened economic volatility;

•	difficulty in obtaining authorizations, permits and licenses required for the operation of our projects and planned projects;

•	fluctuations in revenues, operating margins and/or other financial measures due to currency exchange rate fluctuations and restrictions on currency and earnings repatriation;

•	trade protection measures, import or export restrictions, licensing requirements and environmental, codes and standards;

•	issues related to occupational safety, work hazard, and adherence to local labor laws and regulations;

•	Potentially adverse tax developments or interpretations;

•	changes in political, social and/or economic conditions;

•	fluctuations in the availability of funding;

•	changes in our relationships with the different stakeholders in the communities surrounding our facilities; and

•	changes in the regulatory and environmental legal framework, including the costs of complying with environmental and energy regulations.

Additionally, our current business plan contemplates that our revenue will be derived initially from the sale of green energy and thereafter primarily from the sale of green hydrogen. The demand for green hydrogen is largely driven by the economic, political and regulatory conditions of the countries where we plan to sell green hydrogen. Therefore, our results of operations and financial condition are, to a large extent, dependent upon the overall level of economic activity in these countries. Should economic or political conditions deteriorate in any of the countries in which we plan to sell green energy or green hydrogen, such an occurrence could have a material adverse effect on our business, financial condition, results of operations or liquidity.

The global pandemic arising from the outbreak and spread of COVID-19 has had, and may continue to have, a significant impact on the energy industry and the macro-economic environment in which we plan to operate.

The global pandemic arising from the outbreak and spread of COVID-19 has had a material effect on global economic markets and the operation of a wide variety of businesses, including those in the energy industry. The global economic outlook is facing unprecedented uncertainty due to the pandemic, which has had and may continue to have a significant impact on the energy industry (including the ability to import component parts) and the macro-economic environment in which we plan to operate.

The global COVID-19 pandemic has impacted many aspects of daily life and the global economy. This has caused disruption to ordinary patterns of business and consumer spending and impacted global supply chains that supply equipment and spare part components resulting in significant market volatility. Although COVID-19

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vaccines may mitigate the medium to long-term risks, the short-term risks associated with COVID-19 are still uncertain and may have an adverse impact on our business and financial and operating performance, including:

•	Economic risk - ongoing restrictions and uncertainty caused by COVID-19 may result in an overall economic downturn that adversely affects demand for our energy generation; and

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Operational risk - the ongoing COVID-19 pandemic may disrupt our planned operations, sourcing of fuels and/or the supply chain related to our business. Supply shortages and higher operating costs for our business may arise if the manufacturers and suppliers of components, spare parts, fuel and other inputs are disrupted, temporarily closed or experience worker shortages as a result of COVID-19 travel and work related restrictions or backlogs that result from previous restrictions that take time to be rectified. If manufacturers' and suppliers' operations are curtailed or unable to service the demand, we may need to seek alternate sources, which may not be available or be more expensive and less reliable and ultimately our financial and operating performance may be adversely impacted.

The extent of any ongoing impact of COVID-19 or disruptions to the supply chain affecting our business and financial performance, including our ability to execute near-term and long-term business strategies and initiatives within the relevant time frames is very difficult to predict or ensure. Accordingly, our performance may depend on future developments, including the duration and severity of the pandemic, and the related impact on general economic conditions, business and consumer confidence and discretionary spending, all of which are highly uncertain and cannot be predicted.

Our lack of any significant operating history may make it difficult for you to evaluate our future viability.

We were incorporated in March 2018 and have limited operating history upon which to base a decision as to whether we will be able to achieve our business plans. Our Verdant HV Power Station and Verdant HV Hydrogen Project are proposed projects and, if they are completed, they will be subject to all of the risks inherent in the establishment of a new business enterprise, including the lack of significant operating history, unfavorable market forces and potential undercapitalization. There can be no assurance that future operations will be profitable. Revenues and profits, if any, will depend upon various factors, including our ability to complete the recommissioning of the Redbank Power Station, commence the operation of the Verdant HV Power Station, develop and operate the Verdant HV Hydrogen Project and attract customers for green hydrogen. There can be no assurance we will achieve our projected goals or accomplish our business plans and such failure could have a material adverse effect on our operations and our shareholders. If we are not able to achieve and maintain operating revenues, we could fail to execute on our business plans and you could lose your entire investment.

Our financial statements contain an explanatory paragraph regarding uncertainty as our ability to raise capital and therefore cast substantial doubt about our ability to continue as a going concern.

Our audited financial statements for the period ended June 30, 2021 contain an explanatory paragraph regarding substantial doubt about our ability to continue as a going concern if we are unable to raise further capital. We have incurred losses in each year since our inception, including net losses of approximately A$14.6 million (or US$10.9 million) and A$2.5 million (or US$1.9 million) for the years ended June 30, 2021 and 2020, respectively. As of June 30, 2021, we had an accumulated deficit of approximately A$19.5 million (or US$14.6 million). These events and conditions, along with other matters, indicate that a material uncertainty exists that may cast significant doubt on our ability to continue as a going concern. Our Audited Consolidated Financial Statements for fiscal year ended June 30, 2021 do not include any adjustments that might result from the outcome of this uncertainty. This going concern opinion could materially limit our ability to raise additional funds through the issuance of equity or debt securities or otherwise. Future financial statements may include an explanatory paragraph with respect to our ability to continue as a going concern. Until we can generate significant recurring revenues, we expect to satisfy our future cash needs through debt or equity financing. We cannot be certain that additional funding will be available to us on acceptable terms, if at all. If funds are not available, we may be required to delay, reduce the scope of, or eliminate our development plans for, or commercialization efforts, with respect to our projects. This may raise substantial doubts about our ability to continue as a going concern.

We plan to operate in highly competitive energy and power markets.

The Australian market for electricity generation is highly competitive in terms of pricing, quality, development and introduction time, power purchase agreements, customer service and financing terms. Moreover,

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the market is rapidly evolving with new technologies. We face downward price pressure, a concentrated hedging market for electricity and green certificates, and we are or could be exposed to market downturns or slower growth, which may increase in times of declining investment activities, government incentives and/or consumer demand.

We face strong competitors in the Australian green electricity generation and green hydrogen market, some of which are larger and may have greater resources in a given business area than we have and which may have more efficient cost structures. In addition, a significant number of new generation projects by competitors are in development or are planned, which may result in grid congestion and may make the market even more competitive. This competition could result in decreased revenue, increased pricing pressure, and loss of market share, any of which could adversely affect our business, results of operations, and financial condition.

The evolution of competitive electricity markets and the continued development of highly efficient gas-fired power plants have also caused, or are anticipated to cause, price pressure in certain power markets where we sell or intend to sell power. Certain competitors might be more effective and faster in capturing available market opportunities, which in turn may negatively impact our market share. Any of these factors alone, or in combination, may negatively impact our business or one or more of our growth strategies and thereby have a material adverse effect on our business, financial condition, results of operations or liquidity.

We will be exposed to electricity spot market, fuel and other commodity price volatility.

Prior to the operation of our Verdant HV Hydrogen Project, we plan to sell electricity into the Australian National Electricity Market, or NEM, the Australian wholesale spot market, through our Verdant HV Power Station. As a result, we are taking on what is known as merchant risk and are exposed to spot market prices, which tend to fluctuate substantially and may from time to time be below the cost of generation incurred by us. Unlike most other commodities, electric power can only be stored on a very limited basis and generally must be sold or used as we produce it. As a result, power prices are subject to significant volatility from supply and demand imbalances, especially within the NEM in which we plan to sell electricity, unless we secure alternative power purchase agreements. Typically, spot market prices for electricity are volatile and reflect such factors as grid congestion, the fluctuating cost of inputs such as coal, natural gas and oil, rain volumes or the conditions of hydro-electric reservoirs, the degree of and exposure to solar irradiance, and wind conditions. Therefore, any changes in the supply and cost of biomass, which is the fuel we plan for our Verdant HV Power Station to use to generate electricity, alone or together with the foregoing or the unexpected unavailability of other generating units, may impact spot market prices for electricity. Volatility in market prices for fuel and electricity may result from many factors which are beyond our control. As we approach commercial operation, we may enter into hedging and futures arrangements. Additionally, we may in the future enter into long-term offtake arrangements to attempt to mitigate these pricing risks, or we may enter into financial or physical energy hedges, including hedges that require delivery of a specified amount of energy at a specified time in return for a fixed price.

We have limited experience producing green hydrogen on a commercial basis.

To date, we have limited experience producing green hydrogen on a commercial basis. We plan for our Verdant HV Hydrogen Plant, once in operation, to produce green hydrogen fuel using electrolysis technology and to be powered by green electricity generated from our planned Verdant HV Power Station. Over time, and subject to prevailing market conditions and the receipt of the requisite governmental and regulatory approvals and additional financing, we plan to commence scaling up of our hydrogen production capacity. We cannot be sure that we will be able to achieve any planned increases in production capacity or that unforeseen problems relating to the functioning of our planned Verdant HV Power Station and our Verdant HV Hydrogen Plant will not occur. Even if we are successful in developing high-volume automated processes and achieving planned increases in production capacity, we cannot be sure that we will do so in time to meet our commercialization schedule or to satisfy customer demand. Any of these factors could have a material adverse effect on our business, results of operations and financial performance.

The generation of green hydrogen by us and our competitors may outpace the demand for green hydrogen, resulting in an oversupply and lower than expected prices.

While we believe that there will be growing demand for green hydrogen in the coming years, particularly in Japan, South Korea and other Asian markets, we are aware of a significant number of new generation projects by competitors that are in development or at the planning stage which, if they are built and become operational,

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would increase the supply of green hydrogen in the market. Additionally, the demand for green hydrogen will be substantially reliant on technology being available to run on hydrogen fuel that may be unavailable or not yet commercially viable or widely commercially available. Therefore, increased supply of green hydrogen could outpace demand, which would lead to lower prices. There can be no assurance as to the price of green hydrogen in the future. Any decrease in the price of green hydrogen may result in less income which would decrease our revenue and profitability.

To generate revenue, we plan to initially rely on the sale of electricity from our planned Verdant HV Power Station and, once it becomes operational, to rely substantially on the sale of green hydrogen produced from our planned Verdant HV Hydrogen Plant. If we experience any significant disruption in the operation of our planned plants or a serious failure of a critical piece of equipment used in the plants, we may be unable to supply electricity and/or green hydrogen to our customers in a timely manner or supply low cost green energy to our planned Verdant HV Hydrogen Plant, once it is operational. Interruptions in power generation could be caused by many factors, including, but not limited to, equipment failures, impaired connection, the introduction of new equipment into the generation process, information technology system failures, external service failures, force majeure events or planned outages taking longer than expected. The lead-time for connection, delivery, installation, testing, repair, and maintenance of generation equipment can be extensive. We have never operated our proposed Verdant HV Power Station, which is currently being recommissioned, or our proposed Verdant HV Hydrogen Plant, and the profitability of the proposed projects is uncertain due to, among other things, the requisite governmental and regulatory approvals, the availability and prices of biomass, and changes in the market for green electricity or green hydrogen. No assurance can be given that we will be able to meet production capacity due to future production delays or interruptions the operation of our planned plants.

We may be unsuccessful or face delays in recommissioning the Verdant HV Power Station, and such delays may have an adverse effect on our expected cash flows and operating and financial performance.

Our ability to generate electricity from the Verdant HV Power Station will depend on the successful completion of the Redbank Recommission Project, including recommissioning and refurbishing the Redbank Power Station, obtaining water rights, obtaining the requisite governmental and regulatory approvals, including the development consent permitting the Verdant HV Power Station to utilize biomass fuel, augmenting material handling systems, completing market registrations, engaging and ensuring staff are adequately trained, procuring fuel, repaying outstanding debt, paying costs of raising capital and ensuring we have the working capital required to commence operations. The EPA will also need to agree to amend the Energy from Waste Infrastructure Plan or the Eligible Waste Fuels Guidelines in order to permit the use of commercial waste timber as a fuel. The Redbank Recommission Project may experience significant delays in completion, require additional financing than our anticipated budget or not be completed in accordance with our assumptions and estimates. In particular, while a portion of recommissioning costs will be contractually fixed, the remainder of the anticipated recommissioning costs may exceed our anticipated budget, in part due to the inherent complexity of power stations and risks relating to obtaining the requisite governmental and regulatory approvals and the specialized technology involved. As such, we may face increased costs and timing delays which may delay or reduce the expected cash flows and impact our operating and financial performance.

Our electricity generation business will depend upon connection to transmission facilities owned and operated by others to deliver the wholesale power we sell from our planned Verdant HV Power Station and which are also subject to governance by the Australian Energy Market Operator (“AEMO”). If transmission is disrupted, our ability to sell and deliver wholesale power may be adversely impacted. If restrictive transmission price regulation is imposed, the transmission companies may not have sufficient incentive to invest in expansion of transmission infrastructure. In addition, the AEMO has the power to reduce the amount of electricity that we can sell into the NEM at any given time.

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The results of the full-scale feasibility study on the Verdant HV Hydrogen Project may not be favorable, and we may be unable to pursue the Verdant HV Hydrogen Project.

The commencement and successful completion of our Verdant HV Hydrogen Project, and therefore the generation and sale of the green hydrogen, depends on receipt of positive results from the full-scale feasibility study we are conducting on Hydrogen Project Phase 2, additional funding and the receipt of the requisite governmental and regulatory approvals. While we plan to commence each of Hydrogen Project Phase 1 and Hydrogen Project Phase 2 upon completion of final financial viability studies, receipt of additional funding and the receipt of the requisite governmental and regulatory approvals, we cannot predict the results of our full-scale feasibility study on Hydrogen Project Phase 2, which may not be vetted by a third party expert, and may be unable to pursue our Verdant HV Hydrogen Project if we receive negative results. Moreover, even if we receive positive results from our feasibility study, we may be unable to obtain the necessary financing or approvals or enter into any definitive supply agreements with potential customers for our green hydrogen. As a result, we may never complete Hydrogen Project Phase 1 and may decide to forego the Verdant HV Hydrogen Project.

We do not know with certainty what the likely price of green hydrogen gas will be at the time that our Verdant HV Hydrogen Plant becomes operational, if ever, and therefore our Verdant HV Hydrogen Project may not generate expected levels of revenue and our projections of financial feasibility are subject to inherent risk. The financial viability of our planned Verdant HV Hydrogen Plant is dependent on, among other things, suitable offtake agreements being in place, transport, storage and appropriate shipping facilities being available for cost-effective export of green hydrogen and the requisite governmental and regulatory approvals having been obtained, and we cannot guarantee that any of these assumptions will be realized. While we have been engaged in discussions with potential customers for green hydrogen, we cannot guarantee that we will secure enough demand or appropriate transportation for green hydrogen that we plan to produce at the Verdant HV Hydrogen Plant. Any of these factors could have a material adverse effect on our business, results of operations and financial performance.

We may be unable to access the capital or financial markets on favorable terms or at all, which would impede our ability to meet our funding requirements and successfully recommission, construct and develop our proposed projects.

We estimate that we will need to raise approximately A$67.0 million (or US$50.2 million) in gross proceeds to complete the Redbank Recommission Project, including capital spending and operating costs of approximately A$56.2 million (or US$42.1 million), as well as the costs of this offering, the repayment of acquisition debt, and financing and other indirect costs. Our forecasts indicate that these amounts will be expended during fiscal 2022 and we will need to raise additional capital. We believe that the net proceeds from this offering, together with our existing cash and cash equivalents, will enable us to fund the recommissioning costs of the Redbank Power Station through fiscal 2022 and provide the balance of funds required to commence operations. However, the costs to recommission the Redbank Power Station and commence operations may be higher than we currently expect or we may encounter delays in our planned schedule. Accordingly, we may need to raise additional capital to complete the Redbank Recommission Project, either through the raising of debt or further placements of shares of the Company. In this eventuality, we may be unable to obtain the debt or equity financing on favorable terms or at all.

Subsequent to the completion of the Redbank Recommission Project, and upon receipt of all applicable approvals described in “Regulatory Matters,” we plan to commence the Verdant HV Hydrogen Project on our available vacant land adjacent to the Verdant HV Power Station. The Verdant HV Hydrogen Project is expected to be completed in two phases. Hydrogen Project Phase 1 is forecasted to commence within 12 months following the completion of this offering, to require capital spending of approximately A$26 million (or US$19.5 million) and to be completed within 20 months following the completion of this offering. Following completion of Hydrogen Project Phase 1, additional feasibility studies and the receipt of additional approvals described in “Regulatory Matters,” we plan to commence Hydrogen Project Phase 2 within 24 months following the completion of this offering. We expect Hydrogen Project Phase 2 to require capital spending of approximately

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A$190 million (or US$142.4 million). We currently expect to raise additional capital to finance Hydrogen Project Phase 1 and Hydrogen Project Phase 2 through a mix of equity and debt. The construction of hydrogen production facilities is a time-consuming, expensive and uncertain process that may take many years to complete, and we may never generate the results required to achieve output of energy and the resulting revenue.

Our present and future funding requirements for our planned Verdant HV Power Station and Verdant HV Hydrogen Project will depend on many factors, including, among other things:

•	the initiation, progress, timing, costs and results of our Redbank Recommission Project, including the necessary refurbishment or update of certain key plant infrastructure;

•	costs associated with expanding our organization, including our management infrastructure;

•	the costs involved in filing development applications and addressing subsequent queries or objections to those applications raised by third parties and potentially appealing the decisions of various governmental authorities;

•	the cost of acquiring water rights in an amount sufficient to run the Verdant HV Power Station and any delays or additional costs that we may encounter in connection therewith;

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the time and costs involved in obtaining the requisite governmental and regulatory approvals for our planned operations (including environmental approvals, licenses and levies) and any delays we may encounter as a result of evolving governmental or regulatory requirements or adverse results with respect to any of these planned operations;

•	the revenue we expect to generate, which will depend in part on energy prices in the wholesale spot market;

•	selling and marketing activities undertaken in connection with the sale of output from the Verdant HV Power Station; and

•	the costs of operating as a public listed company in the United States.

If we are able to commence operations at the Verdant HV Power Station, we will continue to rely on access to the capital markets for our capital and operating requirements and to fund the Verdant HV Hydrogen Project.

To the extent that we raise additional capital through the sale of equity or convertible debt securities, your ownership interest will be diluted, and the terms of these securities may include liquidation or other preferences that adversely affect your rights as a holder of Ordinary Shares. Debt financing, if available, may involve agreements that include covenants limiting or restricting our ability to take specific actions, such as incurring additional debt, making capital expenditures or declaring dividends. If we raise funds through collaborations, strategic alliances or other arrangements we may have to assign future revenue streams to other parties. If we are unable to obtain additional financing when needed and at favorable terms, our ability to implement our business plan and strategy will be adversely affected, and we may be required to scale back or abandon our projects. Disruptions to the capital markets may make it more difficult or more costly for us to raise required funds. Such market disruptions could result from:

•	adverse economic conditions;

•	adverse market conditions in the global financial and capital markets;

•	poor performance and health of the green energy or green hydrogen industries in general;

•	bankruptcy or financial distress of unrelated green energy or green hydrogen companies or marketers;

•	significant decrease in the demand for green energy or green hydrogen in Australia or Asia; or

•	adverse regulatory actions that affect our projects or the use of green energy or green hydrogen generally.

For more information about our present and future funding requirements and our expected operating expenses, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources.”

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Proposed and potential recommissioning, construction or development projects may not be completed or, if completed, may not be completed on time or perform as expected.

We plan to expand our operations through the Redbank Recommission Project, which will involve the recommissioning and refurbishing of the Redbank Power Station to operate entirely on biomass, and our Verdant HV Hydrogen Project, which will involve construction of the Verdant HV Hydrogen Plant on unused land that we own adjacent to the Verdant HV Power Station (including acquiring the requisite governmental and regulatory approvals). In addition, we may in the future engage in projects that require us to construct generators on unused land. The Redbank Recommission Project has required, and the planned Verdant HV Hydrogen Project will, and such other projects may, require us to spend significant sums on engineering, permitting, legal, financial advisory and other expenses before we determine whether a development project is even feasible, economically attractive or capable of being financed. These activities consume a portion of our management’s focus and could increase our leverage or reduce our consolidated profitability.

Furthermore, once we decide to proceed with a project and, if applicable, enter into a definitive agreement to commence the construction of a project, its development and construction still involve numerous additional risks, including:

•	unanticipated cost overruns;

•	claims from contractors;

•	an inability to obtain financing at affordable rates or at all;

•	delays in obtaining necessary governmental and regulatory permits and licenses, including environmental permits;

•	design, engineering, equipment manufacturing, environmental and geological problems and defects;

•	adverse changes in the political and regulatory environment in the country in which the project is located;

•	native title and cultural heritage requirements of Australia’s indigenous communities;

•	the inability to obtain an adequate water rights;

•	opposition by political, environmental and other local groups;

•	shortages or increases in the price of equipment, fuel or other materials or labor;

•	work stoppages or other labor disputes;

•	adverse weather conditions, natural disasters, accidents or other unforeseen events; and

•	the inability to perform under power purchase agreements as a result of any delays in the plants becoming operational or material defects to the plants after reaching the commercial operation date.

Any of these risks could result in the actual financial results of our projects being lower than expected, or could cause us to operate below expected capacity or availability levels. This, in turn, could result in lost revenues and/or increased expenses. We currently maintain limited insurance to protect against certain property, employment and environmental risks. As our planned projects, progress we expect to purchase additional insurance to protect against these risks, but our insurance coverage may not be sufficient and may not cover some of the costs incurred or profits lost as a result of these risks. As a result, projects may cost more than anticipated and we may be unable to fund our construction financing obligations, if any. A default under any such financing obligation could result in us losing our interest in a power generation facility, which would materially and adversely impact our business.

Our expansion, development and acquisition strategy may be limited due to market conditions beyond our control. We may also be unable to identify suitable assets for acquisition.

Our growth strategy contemplates the identification and acquisition or development of green energy power generation facilities and development of green energy hubs where we plan to position a number of complementary green hydrogen facilities. The ability to pursue such growth opportunities successfully will depend upon our ability to identify projects and properties suitable for development or acquisition, and negotiate agreements on commercially reasonable terms. Due to growing environmental restrictions, transmission line

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congestion, obstacles for green hydrogen transportation and a scarcity of sites in which new green energy plants may be located, the development of new assets in Australia may be subject to increased developmental competition and involve higher development costs than in the past, which could have an adverse impact on our strategy and business.

Additionally, the growth of our business will rely on our ability to successfully access the capital markets as a source of liquidity. Our ability to obtain financing and the costs of such capital are dependent upon numerous factors, some of which are beyond our control. An inability to identify and source appropriate projects and/or acquisitions, negotiate definitive agreements relating to such projects and/or acquisitions, or secure the necessary funding, could have an adverse impact on our growth strategy and, as a result, could have a material adverse effect on our business.

Future acquisitions may not perform as expected.

Our strategy includes continuing to grow our portfolio of projects through acquisitions in regions suitable for green energy generation. Acquisitions require us to spend significant sums on legal, financial advisory and other expenses and consume a portion of our management’s focus. Acquisitions may increase our leverage or reduce our profitability. Future acquisitions may be large and complex, and we may not be able to complete them successfully or, if completed, such acquisitions may not be completed at the cost or in the time-frame in which they were initially expected.

Although acquired businesses may have significant operating histories at the time we acquire them, we will have no history of owning and operating these businesses and, potentially, limited or no experience operating in these particular lines of business. For example, prior to our acquisition of the Redbank Power Station, we had not previously operated or owned a green electric power generator, and this may affect our ability to effectively operate the recommissioned Redbank Power Station. Future growth in revenues, earnings and cash flow will be partly dependent on our ability to successfully operate the additional projects or businesses we acquire.

Additionally, with respect to the Redbank Power Station or other acquisitions that we may consummate in the future:

•	acquired businesses may not perform as expected;

•	we may incur unforeseen obligations or liabilities, which may entail significant expense;

•	the fuel supply needed to operate an acquired generation business at full capacity may not be available;

•	connection to the grid, where secured, may be subject to prejudicial terms or marginal loss factors and suffer disruption or curtailment;

•	acquired businesses may not generate sufficient cash flow to support existing indebtedness, the indebtedness incurred to acquire them or the capital expenditures needed to operate them;

•	the rate of return from acquired businesses may be lower than anticipated;

•	any benefits gained may not outweigh the management and personnel resources which will need to be diverted from our operations to achieve those benefits; and

•	we may not be able to expand as planned, manage the acquired company’s activities and achieve the economies of scale and any expected efficiency or other gains we had planned, which often drive such acquisition decisions.

We may not be able to enter into long-term contracts for the sale of green hydrogen, which would reduce volatility in our results of operations, or secure appropriate shipping for export of green hydrogen.

Our revenue will depend initially on the sale of green energy from our Verdant HV Power Station into the spot market and thereafter substantially on the sale of green hydrogen produced from our Verdant HV Hydrogen Plant, once completed. Generating revenue from our Verdant HV Hydrogen Plant will depend on, among other things, suitable offtake agreements being in place, transport, storage and appropriate shipping facilities being available for cost-effective export of hydrogen and the requisite governmental and regulatory approvals having been obtained, and we cannot guarantee that any of these assumptions will be realized. While we have been engaged in discussions with potential customers for green hydrogen, we cannot guarantee that we will secure

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enough demand or appropriate shipping for green hydrogen that we plan to produce at the Verdant HV Hydrogen Plant. Any of these factors could have a material adverse effect on our business, results of operations and financial performance.

We may be unable to secure biomass for the Verdant HV Power Station and be exposed to significant financial credit or performance risk.

We will rely on biomass to fuel our Verdant HV Power Station. The delivery of biomass to our Verdant HV Power Station is dependent upon a number of factors, including the continuing financial viability of the counterparties, the design of our facilities to accommodate the storage and use of biomass and the infrastructure (including roadways) available to serve the generation facility. Any disruption in fuel delivery or failure of a counterparty to perform, may lead to delays, disruptions or curtailments in the production of power at our Verdant HV Power Station. In addition, we plan to source most of our biomass from a limited number of suppliers. In the event of shipping delays that affect our suppliers, we may experience interruptions and delays in the receipt and transportation of biomass. Additionally, a number of factors, including declines in economic activity, adverse weather conditions and competition from other consumers of sustainable biomass, could result in reduced supply or higher prices for sustainable biomass which could increase our costs to produce electricity. In the future, we may decide to address these risks through the use of fixed price supply contracts as well as commodity derivatives.

If the Verdant HV Power Station is unable to provide electricity to the Verdant HV Hydrogen Plant, the Verdant HV Hydrogen Plant will lose its ability to produce green energy.

We intend for our Verdant HV Hydrogen Plant to rely exclusively on our Verdant HV Power Station for continuous access to green power to create green hydrogen. If our Verdant HV Power Station is not able to generate green energy for any reason, our Verdant HV Hydrogen Plant will need to locate alternative green energy to create green hydrogen. Such alternative green energy may not be available or if it is available it may be at prices that are significantly higher than the cost of green energy from the Verdant HV Power Station and may be in amounts that are significantly less than the amount of green energy that would normally be available from the Verdant HV Power Station, in which case our production of green hydrogen could be significantly curtailed and our revenues and profitability will be negatively impacted.

Revenue from our proposed projects, once completed, may be adversely affected if there is a decline in public acceptance or support of our proposed projects, or regulatory agencies, local communities, or other third parties delay, prevent, or increase the cost of constructing and operating our projects.

Certain persons, associations and groups could oppose renewable energy projects in general or our projects specifically, citing, for example, misuse of water resources, landscape degradation, land use or price increase and harm to the environment. Moreover, regulation may restrict the development of renewable energy plants in certain areas. In order to develop a renewable energy project, we are typically required to obtain, among other things, environmental impact permits or other authorizations and building permits, which in turn require environmental impact studies to be undertaken and public hearings and comment periods to be held during which any person, association or group may oppose a project. Any such opposition may be taken into account by government officials responsible for granting the relevant permits, which could result in the permits being delayed or not being granted or being granted solely on the condition that we carry out certain corrective measures to the proposed project. Opposition to our requests for permits or successful challenges or appeals to permits issued for our projects could adversely affect our operating plans.

Authorization for the use, construction, and operation of systems and associated transmission facilities on federal, state, and local lands will also require the assessment and evaluation of mineral rights, private rights-of-way, and other easements; environmental, agricultural, native title, cultural, recreational, and aesthetic impacts; and the likely mitigation of adverse effects to these and other resources and uses. The inability to obtain the required permits and other federal, state and local approvals, and any delays in obtaining such permits and approvals due, for example, to litigation or third-party appeals, could potentially prevent us from successfully constructing and operating such projects in a timely manner and could result in the potential forfeiture of any deposit we have made with respect to a given project. Moreover, project approvals subject to project modifications and conditions, including mitigation requirements and costs, could affect the financial success of a given project. Changing regulatory requirements and the discovery of unknown site conditions could also adversely affect the financial success of a given project.

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Unexpected increases in variable operating costs including maintenance, labor, insurance and transport, may adversely affect our operating and financial performance.

While our operating costs are largely fixed or projected to be within our estimated range, we may face unexpected increases in variable operating costs, including costs of maintenance, labor, insurance and/or transport, which may adversely affect our operating and financial performance. For example, regulatory changes may increase the cost of operations.

Failure of third parties to manufacture quality products or provide reliable services in a timely manner could cause delays in developing and operating our projects, which could adversely affect our partner relationships or adversely affect our growth.

Our success depends on our ability to develop and operate projects in a timely manner, which depends in part on the ability of third parties to provide us with timely and reliable products and services. In developing and operating our projects, we rely on products meeting our design and other specifications and components manufactured and supplied by third parties, and on services performed by third parties. We also rely on contractors to perform substantially all of the construction and installation work related to our projects, and we may need to engage subcontractors with whom we have no experience. Any delays, malfunctions, inefficiencies or interruptions in these products or services could adversely affect the quality and performance of our projects and require considerable expense to maintain and repair our projects. This could cause us to experience interruption in our production and distribution of renewable energy or harm our brand, reputation or growth. In addition, if we are unable to avail ourselves of warranties and other contractual protections with providers of products and services, we may incur additional costs related to the affected products and services, which could adversely affect our business, financial condition and results of operations.

Our future growth and ability to compete depends on retaining our key personnel and recruiting additional qualified personnel.

Our success depends upon the continued contributions of our key management and technical personnel, many of whom have substantial experience with the energy industry and green energy technologies. Although we have employment agreements with certain of our key employees, these employment agreements provide for at-will employment, which means that any of our employees could leave our employment at any time, with or without notice.

We expect to experience growth in the number of our employees and the scope of our operations, particularly in the areas of green energy production, business development, manufacturing, regulatory affairs, quality assurance, human resources, legal, accounting and finance and sales and marketing. The competition for qualified personnel in the energy industry is intense, and our future success depends upon our ability to attract, retain, and motivate highly-skilled technical and managerial employees. If our recruitment and retention efforts are unsuccessful in the future, it may be difficult for us to implement our business strategy, which could have a material adverse effect on our business.

To manage our anticipated future growth, we must continue to implement and improve our managerial, operational, and financial systems, and expand our facilities. Due to our limited financial resources and the limited experience of our management team in managing anticipated growth, we may not be able to effectively expand our operations systems and facilities, which may lead to significant costs and divert management and other resources. Any inability to manage growth could delay the execution of our business plans or disrupt our operations.

We have identified material weaknesses in our internal control over financial reporting that could, if not remediated, result in material misstatements in our financial statements.

Prior to this offering, we have been a private company with limited accounting personnel and other resources with which to address our internal control over financial reporting in accordance with the requirements applicable to public companies. In connection with the audits of our consolidated financial statements as of and for the fiscal period ended June 30, 2020, we and our independent registered public accounting firm identified two material weaknesses in our internal control over financial reporting. As defined in the standards established by the U.S. Public Company Accounting Oversight Board (“PCAOB”), a “material weakness” is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis.

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One existing material weakness relates to segregation of duties related to roles and responsibilities in our accounting department, which is lacking in various circumstances, including with respect to review of transactions and events to more fully access accounting treatment and inadequate separation of custody, recording and authorization of transactions for good and services. The other material weakness relates to a lack of sufficient financial reporting and accounting personnel with appropriate knowledge of IFRS reporting requirements to properly address complex accounting treatments and related disclosures in accordance with IFRS. Neither we nor our independent registered public accounting firm undertook a comprehensive assessment of our internal control for purposes of identifying and reporting material weaknesses and other control deficiencies in our internal control over financial reporting. Had we performed a formal assessment of our internal control over financial reporting or had our independent registered public accounting firm performed an audit of our internal control over financial reporting, additional deficiencies may have been identified.

Following the identification of the material weaknesses and other control deficiencies, we decided to take measures to remediate these deficiencies. However, we have not yet implemented these remediation measures and, once implemented, such measures may not fully address such weakness and deficiencies in our internal control over financial reporting. Our failure to correct these deficiencies or our failure to discover and address any other deficiencies could result in inaccuracies in our financial statements and impair our ability to comply with applicable financial reporting requirements and related regulatory filings on a timely basis. Moreover, ineffective internal control over financial reporting could significantly hinder our ability to prevent fraud.

After we become a public company in the United States, we will be subject to the Sarbanes-Oxley Act of 2002. Section 404 of the Sarbanes-Oxley Act of 2002 will eventually require that we include a report from management on our internal control over financial reporting in our annual report on Form 20-F. In addition, once we cease to be an emerging growth company, our independent registered public accounting firm will be required to attest to and report on the effectiveness of our internal control over financial reporting. Our management may conclude that our internal control over financial reporting is not effective. Moreover, even if our management concludes that our internal control over financial reporting is effective, our independent registered public accounting firm, after conducting its own independent testing, may issue a report that is qualified if it is not satisfied with our internal control over financial reporting or the level at which our controls are documented, designed, operated or reviewed, or if it interprets the relevant requirements differently from us. In addition, after we become a public company, our reporting obligations may place a significant strain on our management, operational and financial resources and systems for the foreseeable future. We may be unable to timely complete our evaluation testing and any required remediation.

The interruption or failure of our information technology, communication and processing systems or external attacks and invasions of these systems could have an adverse effect on us.

We depend on information technology infrastructure to operate our businesses. Such systems are vital to our ability to monitor our operations, manage bidding, maintain generation and network performance, achieve operating efficiencies and meet our service targets and standards. Damage to our networks and backup mechanisms may result in service delays or interruptions and limit our ability to participate in the NEM effectively or provide reliable service. Some of the risks to our information technology and infrastructure include:

•	physical damage to access communications lines, including damage due to theft, vandalism, terrorism or other similar events;

•	energy surges or outages;

•	software defects;

•	scarcity of network capacity and equipment;

•	disruptions beyond our control;

•	breaches of security, including cyber-attacks and other external attacks; and

•	natural disasters.

The occurrence of any such event could cause interruptions in service or reduce our generation and production capacity, any of which could reduce our revenues or cause us to incur additional expenses.

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We plan to have operational insurance with business interruption coverage that may protect us against specific insured events, however we may not be insured for all events or for the full amount of the losses or additional costs. In addition, the occurrence of any such event may subject us to penalties and other sanctions imposed by the applicable regulatory authorities. The occurrence of damages to our networks and systems could have a material adverse effect on our business, financial condition, results of operations or liquidity.

Our insurance policies may not fully cover damage, and we may not be able to obtain insurance against certain risks.

We will maintain insurance policies intended to mitigate our losses due to customary risks. These policies cover our assets against loss for physical damage, loss of revenue and also third-party liability. However, we cannot assure you that the scope of damages suffered in the event of a natural disaster or catastrophic event would not exceed the policy limits of our insurance coverage. In addition, we may be required to pay insurance deductibles, which are not recoverable, in order to utilize our insurance policies. We will maintain all-risk physical damage coverage for losses resulting from, but not limited to, fire, explosions, floods, windstorms, strikes, riots, mechanical breakdowns and business interruption. Our level of insurance may not be sufficient to fully cover all losses that may arise in the course of our business or insurance covering our various risks may not continue to be available in the future. In addition, we may not be able to obtain insurance on comparable terms in the future. We may be materially and adversely affected if we incur losses that are not fully covered by our insurance policies and such losses could have a material adverse effect on our business, financial condition, results of operations or liquidity.

Liability relating to contamination and other environmental conditions may require us to conduct investigations or remediation at the properties underlying our projects and may impact the value of properties that we may acquire.

We may incur liabilities for the investigation and cleanup of any environmental contamination at the properties underlying or adjacent to our planned projects, or at off-site locations where we arrange for the disposal of hazardous substances or wastes. We are subject to certain laws that often impose liability without regard to whether the owner or operator knew of, or was responsible for, the release of such hazardous substances or whether the conduct giving rise to the release was legal at the time when it occurred. In addition, liability under certain of these laws is joint and several. We also may be subject to related claims by private parties alleging property damage and personal injury due to exposure to hazardous or other materials at or from those properties. The presence of any environmental contamination with respect to one of our planned projects could adversely affect our operations, and we may incur substantial investigation, remediation or other costs or damages, thus harming our business, financial condition and results of operations.

Risks Related to Government Regulation

We must obtain a number of governmental and regulatory approvals and licenses from commonwealth, state and local authorities to develop the Redbank Recommission Project, and operate the Verdant HV Power Station and develop and operate the planned Verdant HV Hydrogen Plant. Such approvals and licenses include:

•	modification of a development consent (initially granted by Singleton Shire Council in March 1994 to operate the Redbank Power Station using coal washery tailings) to authorize the use of biomass material as part of the Redbank Recommission Project and to extend the consent beyond April 2031;

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alternatively to the above modified consent, and to the extent we are not granted a modified consent, a standalone development consent from the local council, the NSW Government or the Land and Environment Court to enable the Redbank Power Station to operate using a fuel source of 100% biomass waste and to extend the consent beyond April 2031;

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a separate development consent from the local council, the NSW Government or the Land and Environment Court to permit the use of commercial waste timber as a fuel, together with a request to the EPA to amend the Eligible Waste Fuel Guidelines or to amend its Energy from Waste Infrastructure Plan to enable the use of commercial waste timber as a fuel source;

•	Resource Recovery Orders and Exemptions from the EPA to (i) to enable the receipt of eligible biomass material and (ii) to enable the receipt of construction and demolition waste, in particular (which is required to receive tipping fees);

•	a development consent from the local council, the NSW Government or the Land and Environment Court for the construction and operation of the Verdant HV Hydrogen Plant;

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Federal Government environmental approval to the extent the planned Verdant HV Power Station and the Verdant HV Hydrogen Plant is considered to have a significant impact on certain aspects of the environment such as wetlands, migratory species or listed threatened species and ecological communities;

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an updated Environmental Protection License (“EPL”) to authorize the use of biomass at the Redbank Power Station and subsequently authorize the planned Verdant HV Hydrogen Project. The updated EPL will also need to authorize the receipt and storage of biomass material before it is used in the Redbank Power Station;

•	registration with AEMO to participate in the NEM;

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sufficient water access licenses on the open market to account for the take of water that is required for the Redbank Recommission Project and the operation of the planned Verdant HV Power Station as well as any additional water required in the future as it transitions into the planned Verdant HV Hydrogen Project; and

•	sufficient credits under an NSW tradeable emission scheme to authorize the discharge of saline water into the Hunter River Catchment from the Verdant HV Power Station.

While we expect to receive the development consent described above for the Verdant HV Power Station in five to eight months following the completion of this offering and expect that following the receipt of such consent, the remaining governmental and regulatory approvals will be forthcoming in the ordinary course, obtaining and renewing these approvals and licenses is a complex and time-consuming process. There is a risk that the relevant consent authority will not grant a consent (either a modified consent or a new standalone consent) for the use of biomass fuel. There is also a risk that the development consent is granted but it is subject to conditions that are not commercially viable for us to comply with. There are appeal options available to us if consent cannot be obtained from the relevant consent authority or the conditions imposed are too onerous to comply with. There is also a risk that if a modified consent or a standalone consent is granted, a third party objector to the grant of the consent could commence judicial review proceedings challenging the decision of the consent authority.

The timeliness and success of obtaining applicable approvals and licenses are contingent upon many variables not within our control, including the interpretation of approval requirements administered by the

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applicable consent authority, the NSW Land and Environment Court and the other government and regulatory authorities described above. We may not be able to obtain approvals or renew licenses or permits necessary for our planned operations or we may discover that the cost and time required to obtain approvals or renew such licenses or permits exceed our expectations. Any unexpected delays or costs could delay the development of our planned projects, which in turn could materially adversely harm our business. In addition, key licenses, permits and approvals may be revoked, suspended, challenged by a third party or changed in a manner that adversely affects our operations and activities. For more information on the approvals and licenses required to complete the Redbank Recommission Project and to further develop the Verdant HV Power Station and the Verdant HV Hydrogen Project, see “Regulatory Matters—Environment and Planning Regulatory Framework.”

We may not acquire the necessary approvals and effect the necessary policy changes to use commercial waste timber or alternatively the government program that provides these incentives could end, which would limit our access to revenues through tipping fees.

We are in discussions with the EPA to obtain approval to process commercial waste timber, such as construction and/or demolition timber, for use as part of the Verdant HV Power Station’s fuel source. The EPA has a broad discretion whether to allow the power plant to use commercial waste timber as a fuel source. In order to be able to use commercial waste timber, we will need to request that the EPA adds the proposed commercial waste timber fuel to the categories of eligible biomass waste fuels in the EPA Eligible Waste Fuel Guidelines or alternatively we will need to request amendments to the Energy from Waste Infrastructure Plan to enable the use of this type of fuel. Utilization of commercial waste timber will provide us with an additional source of revenue, as we may charge a tipping fee to companies and waste operators for disposal of such commercial waste timber. Any failure to obtain EPA approval or effect the necessary policy changes could adversely affect our business, financial condition and results of operations.

The Australian electricity market in which we operate is subject to various government regulations.

Sovereignty over energy matters in Australia rests with the states and territories unless some or all of them agree otherwise. The NEM was established by the agreement of all the states and territories, except for Western Australia and the Northern Territory. Our planned Verdant HV Power Station will trade electricity through the NEM and be subject to the NEM Rules. The NEM may be modified at the behest of registered market participants or regulators over which we may have no control. Further, AEMO regularly reviews transmission losses attributable to every generator in the NEM and plays a role in determining how much of each generator’s output is credited for payment. The New South Wales government may also change its laws and policies, which may impact any of our activities. The Federal Government also sets the policies and laws concerning LGCs and other incentives for activities like ours. These various layers of regulations render us susceptible to adverse outcomes for our generator profile, export capacity, spot pricing, revenues and returns, and may prejudice our business and operations, including our ability to meet our debt obligations and covenants.

The variation, reduction or elimination of government economic incentives for renewable energy technologies or other related policies or any change in the market design of the NEM could adversely affect our business, financial condition and results of operations.

We believe that the near term growth of alternative energy technologies is affected by the availability and size of government economic incentives. Many of these government incentives expire, phase out over time, may exhaust the allocated funding, or require renewal by the applicable authority. In addition, these incentive programs could be varied, reduced or discontinued. We expect to generate revenue from the sale of LGCs through a program created by the Federal Government of the Commonwealth of Australia (the “Federal Government”) that is set to expire in 2030 and may not be renewed. The NEM may also be subject to modification or review. Any incentives or incentive programs or their value may be impacted by government actions. This may result in the diminished economic competitiveness of our energy to our customers and could materially and adversely affect the growth of renewable energy technologies, including our future operating results and liquidity.

Our facilities, operations, equipment and new projects are subject to numerous environmental, health and safety laws and regulations that may expose us to significant costs and liabilities.

We are subject to a broad range of environmental, health and safety laws and regulations which require us to incur ongoing costs and capital expenditures and expose us to substantial liabilities in the event of non-compliance. These laws and regulations require us to, among other things, minimize risks to the natural and

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social environment while maintaining the quality, safety and efficiency of our facilities. Furthermore, as our operations are subject to various operational hazards, including personal injury and the loss of life, we are subject to laws and regulations that provide for the health and safety of our employees.

Laws and regulations applicable to us also require us to obtain and maintain environmental permits, licenses and approvals for the construction and operation of new facilities or the installation and operation of new equipment required for our business. Some of these permits, licenses and approvals are subject to periodic renewal. Government environmental agencies could take enforcement actions against us for any failure to comply with applicable laws and regulations. Such enforcement actions could include, among other things, the imposition of fines, revocation of licenses, suspension of operations or imposition of criminal liability for non-compliance.

We expect the enforcement of environmental, health and safety rules to become more stringent over time, making our ability to comply with the applicable requirements and obtain permits and licenses in a timely fashion more difficult. Additionally, compliance with changed or new environmental, health and safety regulations could require us to make significant capital investments. These expenditures may not be recoverable and may consequently divert funds away from planned investments in a manner that could have a material adverse effect on our business, financial condition, results of operations or liquidity.

We do not expect that any existing or proposed climate-related regulations in Australia will materially impact projects, like ours, that use biomass fuel or produce green hydrogen. However, if the Federal Government changes its position with respect to biomass and/or green hydrogen, such change could expose us to potential liability in the event of non-compliance.

While we intend to adopt, and believe that our business has adopted, appropriate risk management and compliance programs, the nature of our operations means that legal and compliance risks will continue to exist and additional legal proceedings and other contingencies, the outcome of which cannot be predicted with certainty, will arise from time to time. No assurances can be made that we will be found to be in compliance with, or be able to detect violations of, any existing or future laws or regulations. A failure to comply with or properly anticipate applicable laws or regulations could have a material adverse effect on our business, financial condition, results of operations or liquidity.

In the case of new project developments, environmental or other regulations may change during the course of our development of such projects, potentially increasing the costs of such projects or making them inviable projects for completion.

We will need to comply with Australian regulations regarding the use of water, including the acquisition of the requisite water access licenses.

Relevant regulations in NSW require that any take of water from a water source be authorized by a water access license. We do not currently hold any water access licenses and it is an offence to take water from the environment without holding adequate water access licenses. As water is secured on the open market, there is a risk that we may experience a delay or an inability to obtain adequate water licenses depending on the supply and demand for water at the time that we require the licenses and depending on whether it is commercially viable for us to purchase water licenses at the market rate. If we are unable to secure adequate permanent water licenses for its full operations we will need to modify our operating procedures to operate the facility on reduced volumes of water or alternatively, we could explore whether we can secure short term water licenses (lease) from the water market until such time that we are able to acquire a permanent water entitlement. There is a risk that adequate water licenses cannot be secured for the operation of the Redbank Power Station, the Verdant HV Power Station or the Verdant HV Hydrogen Plant, which will delay our ability to operate our facilities at full capacity or at all. This could result in a material negative impact to our business.

The existing development consent for the Redbank Power Station allows the power station to operate until 2031, and we will need to modify the development consent in order to extend the operating life of the plant beyond 2031.

The existing development consent for the Redbank Power Station allows the power station to operate until 2031, and we will need to modify the development consent or obtain a new development consent in order to extend the operating life of the plant beyond 2031. As part of the Redbank Recommission Project, we are applying to the relevant governmental authorities for a modification to the Redbank Power Station’s existing

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development consent. The existing development consent will need to be modified (or a new standalone development consent granted) to authorize us to use biomass material as fuel in the recommissioned Verdant HV Power Station and thus such development consent modification is a central step in completing the Redbank Recommission Project. However, we have not yet requested in our consent application that the operating life of the facility be extended beyond 2031. There are no limits on how many development consents or modified development consents may be granted in respect of a particular project. Consequently, we could make applications in the future to seek consent for an extension to the operating life of the Verdant HV Power Station beyond 2031 and/or to make other changes to the Verdant HV Power Station. However, until such time as we receive a modified development consent with respect to the operating life of the facility from either the local council or NSW Government, the operating life of the Verdant HV Power Station will only extend to 2031. Failure to obtain consent to extend the operating life of the plant beyond 2031 could have a material adverse effect on our business, results of operations and financial performance.

Certain Australian government regulations that we will have to comply with require conducting environmental assessments that may cause delay in our planned projects.

In connection with the Redbank Recommission Project and the planned future development of the Verdant HV Hydrogen Project, in addition to obtaining development consents described above (which may require us in certain circumstances to conduct environmental assessments), we require separate approval from the Commonwealth Minister for the Environment under the national environmental laws to the extent the Redbank Recommission Project, or the future planned Verdant HV Hydrogen Project, will have or is likely to have a significant impact on a matter of national environmental significance. Commonwealth environmental approval may be required if our developments will have an impact on certain aspects of the environment such as wetlands, migratory species or listed threatened species and ecological communities. If the environmental studies done in connection with the governmental and regulatory approval process indicate that either the Verdant HV Power Station, or, when relevant, the Verdant HV Hydrogen Plant, will have a significant impact on a matter of national environmental significance, then the development will need to be referred to the Commonwealth Environment Department to advise whether further environmental assessment and approval under the national environmental laws is required. If the Commonwealth Environment Department indicates that approval under such laws is required, then additional environmental assessment documentation may need to be prepared by us and assessed by the Commonwealth Minister for the Environment before a determination to grant or refuse the approval is made. While we do not believe that the Redbank Recommission Project will have a significant impact on a matter of national environmental significance and therefore do not believe that we will be required to undertake burdensome environmental assessments in connection therewith, there can be no assurance that we will not be subject to any such determination. Any additional environmental assessments required by Australian law in order to complete the Redbank Recommission Project may lead to delays and could have a material adverse effect on our business, results of operations and financial performance.

Foreign exchange rate fluctuations and controls could have a material adverse effect on our earnings and the strength of our statement of financial position.

We incur costs and expect to generate revenues through our planned operations in Australia. Significant fluctuations in the Australian Dollar against the U.S. Dollar could have a material adverse effect on our ability to raise additional funds and the strength of our balance sheet. Additionally, we may pay distributions or make payments to us in Australian Dollar or other currencies, which we must convert to U.S. Dollars prior to making dividends or other distributions to our shareholders if we decide to make any distributions in the future. Foreign exchange controls in countries in which our businesses operate may further limit our ability to repatriate funds or otherwise convert Australian Dollars or other currencies into U.S. Dollars. Should the Australian regulatory body in the future institute protectionist and interventionist laws and policies or restrictive exchange rate policies, such policies could have a material adverse effect on our business or our financial condition, results of operations or liquidity.

The Australian regulatory framework governing the collection, processing, storage, and use of business information is rapidly evolving and any failure or perceived failure to comply with applicable privacy, security, or data protection laws, regulations or contractual obligations may adversely affect our business.

Personal privacy, information security, and data protection are significant issues. The regulatory framework governing the collection, processing, storage, and use of business information, particularly information that

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includes personal data, is rapidly evolving and any failure or perceived failure to comply with applicable privacy, security, or data protection laws, regulations or contractual obligations may adversely affect our business.

Risks Related to Our Corporate Structure

We are incorporated in Australia and our shareholders may have greater difficulty in protecting their interests than they would as shareholders of a corporation incorporated in the United States.

Our corporate affairs are governed by our constitution and by the laws governing corporations incorporated in Australia. The rights of our shareholders and the responsibilities of the members of our board of directors under Australian law are different from those applicable to a corporation incorporated in the United States. Therefore, our public shareholders may have greater difficulty in protecting their interests in connection with actions taken by our management or members of our board of directors than they would as shareholders of a corporation incorporated in the United States. See “Comparison of Australian Corporations Act to Delaware General Corporation Law.”

It may be difficult to enforce a judgment of U.S. courts for civil liabilities under U.S. federal securities laws against us, our directors or officers in Australia.

We are incorporated under the laws of Australia and certain of our officers and directors are or will be residents outside of the United States. Moreover, all or a significant portion of our assets and the assets of our directors and officers and certain other persons named in this prospectus are located outside of the United States. As a result, it may be difficult for you to effect service of process within the United States upon these persons.

Since all of the assets owned by us, and all or a significant portion of our assets and our directors and officers and certain other persons named in this prospectus, are located outside of the United States, any judgment obtained in the United States against us may not be collectible within the United States. It may also be difficult for you to enforce judgments obtained in the United States in countries outside of the United States predicated upon the civil liability provisions of the federal securities laws of the United States against us and our non-U.S. resident officers and directors. In addition, there is uncertainty as to whether these courts would recognize or enforce judgments of U.S. courts against us or such persons predicated upon the civil liability provisions of the securities laws of the United States. It is also uncertain whether such courts would be competent to hear original actions brought against us or other persons predicated upon the securities laws of the United States or any other state. In addition, holders of book-entry interests in our Ordinary Shares (i.e. those investors who hold our shares indirectly through custodians) will be required to be registered shareholders as reflected in our register of members in order to have legal standing to bring an action as shareholders and, if successful, to enforce a foreign judgment against us, our directors or our officers in the Australian courts. Such process could result in administrative delays which may be prejudicial to any legal proceeding or enforcement action.

We are subject to the laws of Australia, which differ in certain material respects from the laws of the United States.

As an Australia-incorporated company, we are required to comply with the laws of Australia, certain of which are capable of extra-territorial application, as well as our constitution. The application of Australian law may in certain circumstances impose more stringent requirements on us, our shareholders, directors or officers than would otherwise be applicable to a U.S.-incorporated company.

Additionally, the corporate laws of Australia and of the United States differ in certain significant respects. As a result, the rights of our shareholders and the obligations of our directors and officers under Australian law are different from those applicable to a U.S.-incorporated company in several material respects, and our shareholders may have more difficulty and less clarity in protecting their interests in connection with actions taken by our management, members of our board of directors or our significant shareholders than would otherwise apply to a U.S.-incorporated company.

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Types of disputes subject to this provision may include, for example:

•	a shareholder's claim to a dividend or return of capital;

•	the election of a shareholder for appointment as a director, secretary, or other officer;

•	a decision of ours to do or refrain from doing something we were entitled or empowered to do by our constitution; and

•	the removal of a director or officer for breach of our constitution.

Any person acquiring an interest in our Ordinary Shares is deemed to have notice of this provision in our constitution. While this will not prevent shareholders from bringing actions in U.S. courts (if they are otherwise permitted to do so), we or another person may argue that the Western Australian courts are the more appropriate forum and rely on the provisions of our constitution to do so. If a shareholder seeks to bring an action in U.S. courts, then the court in which they bring that action will decide the forum.

We are a “foreign private issuer” under U.S. securities laws and, as a result, are subject to disclosure obligations that are different from those applicable to U.S. domestic issuers listed on the Nasdaq Capital Market.

We are incorporated under the laws of Australia and a majority of our shares after the completion of this offering will be held by non-U.S. persons. As such, we are considered a “foreign private issuer” under U.S. securities laws. Although we will be subject to the periodic reporting requirements of the Securities Exchange Act of 1934, or the Exchange Act, the periodic disclosure required of foreign private issuers under the Exchange Act is different from the periodic disclosure required of U.S. domestic issuers. Therefore, there may be less publicly available information about us than is regularly published by or about other public companies in the United States. We are also exempt from certain other sections of the Exchange Act that U.S. domestic issuers are otherwise subject to, including the requirement to provide our shareholders with information statements or proxy statements that comply with the Exchange Act. Moreover, we are not required to comply with Regulation FD, which restricts the selective disclosure of material information. These exemptions and leniencies may reduce the frequency and scope of information and protections to which you may otherwise have been eligible if you held Ordinary Shares or common stock of a domestic U.S. issuer. In addition, insiders and large shareholders of ours will be exempt from the reporting and short-swing profit recovery provisions contained in Section 16 of the Exchange Act and will not be obligated to file the reports required by Section 16 of the Exchange Act.

We would lose our foreign private issuer status if a majority of our shares became held by U.S. persons and a majority of our directors or executive officers are U.S. citizens or residents and we fail to meet additional requirements necessary to avoid loss of foreign private issuer status. Although we have elected to comply with domestic Nasdaq corporate governance rules applicable to U.S. domestic listed companies, our loss of foreign private issuer status would make such provisions mandatory. The regulatory and compliance costs to us under U.S. securities laws as a U.S. domestic issuer may be significantly higher. If we are not a foreign private issuer, we will be required to file periodic reports and registration statements on U.S. domestic issuer forms with the SEC, which are more detailed and extensive than the forms available to a foreign private issuer, and prepare our financial statements under U.S. Generally Accepted Accounting Principles. To the extent we had not already done so, we may also be required to modify certain of our policies to comply with accepted governance practices associated with U.S. domestic issuers and may lose our ability to rely upon exemptions from certain corporate governance requirements on the Nasdaq that are available to foreign private issuers.

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As a foreign private issuer, we may follow certain home country corporate governance practices instead of otherwise applicable Nasdaq corporate governance requirements, and this may result in less investor protection than that accorded to investors under rules applicable to domestic U.S. issuers.

As a foreign private issuer, we are permitted to follow certain home country corporate governance practices instead of those otherwise required under Nasdaq’s rules for domestic U.S. issuers, provided that we disclose which requirements we are not following and describe the equivalent home country requirement. In particular, we expect to follow home country law instead of Nasdaq practice regarding:

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Nasdaq's requirement that an issuer provide for a quorum for any meeting of the holders of ordinary shares, which quorum may not be less than 33 1/3% of the outstanding shares of an issuer's voting ordinary shares. In compliance with Australian law, our Constitution provides that two shareholders present shall constitute a quorum for a general meeting.

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Nasdaq’s requirement that we establish a compensation committee and that all members of such committee be “independent” as defined in the Nasdaq rules. Nasdaq rules would require that compensation be determined, or recommended to the Board for determination, either by a compensation committee comprised of independent directors or by a majority of the independent directors on the Board. Instead, compensation of our directors and officers will be determined by the Board.

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Nasdaq’s requirement that we establish a nominating committee and that all members of such committee be “independent” as defined in the Nasdaq rules. Nasdaq rules would require that nominations be determined, or recommended to the Board for determination, either by a nominating committee comprised of independent directors or by a majority of the independent directors on the Board. The ASX Listing Rules and Australian law do not require an Australian company to establish a nominating committee. As such, nominations of persons for election to the Board of Directors will be determined by the Board.

However, notwithstanding our ability to follow the corporate governance practices of our home country, Australia, we have elected to comply with certain other corporate governance rules of Nasdaq that are applicable to U.S. domestic issuers, subject to applicable phase-in rules. Nevertheless, we may, in the future, decide to rely on additional foreign private issuer exemptions provided by Nasdaq and follow additional home country governance practices in lieu of complying with some or all of Nasdaq’s remaining corporate governance requirements.

Availing ourselves of the above exemptions or any of the other corporate governance exemptions, as opposed to complying with the requirements that are applicable to a U.S. domestic issuer, may provide less protection to you than is accorded to investors under Nasdaq’s corporate governance rules. Therefore, any foreign private issuer exemptions we have availed ourselves of, or may avail ourselves of in the future may reduce the scope of information and protection to you as an investor.

Australian corporate law may impede a takeover of our Company by a third party, which could adversely affect the value of our Ordinary Shares.

A person may generally not acquire a “relevant interest” in the voting shares of an Australian public company if the acquisition would result in the person having more than 20% voting power in the company (or increasing their voting power if they already hold more than 20% of the voting), unless the acquisition is conducted through one or more exceptions outlined in Chapter 6 of the Corporations Act, which include acquisitions: (a) under a formal takeover offer in which all shareholders can participate; (b) with the approval of shareholders in a general meeting; and (c) in 3% increments every six months. These provisions may impede a takeover of our Company by a third party, which could adversely affect the value of our Ordinary Shares.

Our directors have general authority to allot and issue new shares on terms and conditions and with any preferences, rights or restrictions as may be determined by our board of directors in its sole discretion.

Under the Company’s constitution, unissued shares are under the control of the directors and, subject to the Corporations Act, the directors may at any time issue such number and class of shares at such issue price that the directors determine.

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We may be classified as a PFIC, which could result in adverse U.S. federal income tax consequences to U.S. holders of our Ordinary Shares.

If we are a PFIC for any taxable year (or a portion thereof) that is included in the holding period of a U.S. Holder (as defined in “Taxation—Certain Material U.S. Federal Income Tax Considerations”) of our Ordinary Shares, the U.S. Holder may be subject to adverse U.S. federal income tax consequences and may be subject to additional reporting requirements.

Our PFIC status for our current and subsequent taxable years may depend on whether we qualify for the PFIC start-up exception (see the section of this prospectus captioned “Taxation—Certain Material U.S. Federal Income Tax Considerations—Passive Foreign Investment Company”). Depending on the particular circumstances, the application of the start-up exception may be subject to uncertainty, and there cannot be any assurance that we will qualify for the start-up exception. Accordingly, there can be no assurances with respect to our status as a PFIC for our current taxable year or any subsequent taxable year. Our actual PFIC status for any taxable year, however, will not be determinable until after the end of such taxable year (and, in the case of the start-up exception, potentially not until after the two taxable years following our current taxable year).

We urge U.S. investors to consult their own tax advisors regarding the possible application of the PFIC rules. For a more detailed explanation of the tax consequences of PFIC classification to U.S. Holders, see the section of this prospectus captioned “Tax Considerations—Certain Material U.S. Federal Income Tax Considerations—Passive Foreign Investment Company.”

Risks Related to Our Ordinary Shares and this Offering

We are an “emerging growth company,” and our election to comply with the reduced disclosure requirements as a public company may make our Ordinary Shares less attractive to investors.

We are an “emerging growth company,” as defined in the JOBS Act, and we may take advantage of certain exemptions and relief from various reporting requirements that are applicable to other public companies that are not “emerging growth companies.” In particular, while we are an “emerging growth company” (1) we will not be required to comply with the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act, (2) we will be exempt from any rules that may be adopted by the PCAOB requiring mandatory audit firm rotations or a supplement to the auditor’s report on financial statements, (3) we will be subject to reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements and (4) we will not be required to hold nonbinding advisory votes on executive compensation or shareholder approval of any golden parachute payments not previously approved. We currently intend to take advantage of the reduced disclosure requirements regarding executive compensation. If we remain an “emerging growth company” after fiscal 2021, we may take advantage of other exemptions, including the exemptions from the advisory vote requirements and executive compensation disclosures under the Dodd-Frank Wall Street Reform and Customer Protection Act, or the Dodd-Frank Act, and the exemption from the provisions of Section 404(b) of the Sarbanes-Oxley Act. In addition, Section 107 of the JOBS Act provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards, meaning that the company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have irrevocably elected not to avail ourselves of this exemption from new or revised accounting standards and, therefore, will be subject to the same new or revised accounting standards as other public companies that are not emerging growth companies.

We may remain an “emerging growth company” until the fiscal year-end following the fifth anniversary of the completion of this offering, though we may cease to be an “emerging growth company” earlier under certain circumstances, including (1) if we become a large accelerated filer, (2) if our gross revenue exceeds US$1.07 billion in any fiscal year or (3) if we issue more than US$1.0 billion in non-convertible notes in any three year period. The exact implications of the JOBS Act are still subject to interpretations and guidance by the SEC and other regulatory agencies, and we cannot assure you that we will be able to take advantage of all of the benefits of the JOBS Act. In addition, investors may find our Ordinary Shares less attractive if we rely on the exemptions and relief granted by the JOBS Act. If some investors find our Ordinary Shares less attractive as a result, there may be a less active trading market for our Ordinary Shares and our stock price may decline and/or become more volatile.

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If we fail to develop or maintain an effective system of disclosure controls and internal control over financial reporting, our ability to produce timely and accurate consolidated financial statements or comply with applicable regulations could be impaired.

As a public company, we are subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act, and the rules and regulations of the applicable listing standards of Nasdaq Capital Market. We expect that the requirements of these rules and regulations will continue to increase our legal, accounting, and financial compliance costs, make some activities more difficult, time-consuming, and costly and place significant strain on our personnel, systems, and resources. The Sarbanes-Oxley Act requires, among other things, that we maintain effective disclosure controls and procedures and internal control over financial reporting. We are continuing to develop and refine our disclosure controls and other procedures that are designed to ensure that information required to be disclosed by us in the reports that we will file with the SEC is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms and that information required to be disclosed in reports under the Exchange Act is accumulated and communicated to our principal executive and financial officers. We have identified two material weaknesses in our internal controls over financial reporting and have decided to take measures to remediate these deficiencies. However, we have not yet implemented these remediation measures and, once implemented, such measures may not fully address such weakness and deficiencies in our internal control over financial reporting. We intend to seek to improve our internal control over financial reporting, which includes hiring additional accounting and financial personnel to implement such processes and controls. In order to maintain and improve the effectiveness of our disclosure controls and procedures and internal control over financial reporting, we anticipate that we will need to expend significant resources, including accounting-related costs and significant management oversight. If any of these new or improved controls and systems do not perform as expected, we may experience additional material weaknesses in our controls. Our current controls and any new controls that we develop may become inadequate because of changes in conditions in our business. Further, weaknesses in our disclosure controls and internal control over financial reporting may be discovered in the future.

Any failure to develop or maintain effective controls or any difficulties encountered in their implementation or improvement could harm our results of operations or cause us to fail to meet our reporting obligations and may result in a restatement of our financial statements for prior periods. Any failure to implement and maintain effective internal control over financial reporting also could adversely affect the results of periodic management evaluations and annual independent registered public accounting firm attestation reports regarding the effectiveness of our internal control over financial reporting that we will eventually be required to include in our periodic reports that will be filed with the SEC. Ineffective disclosure controls and procedures and internal control over financial reporting could also cause investors to lose confidence in our reported financial and other information, which would likely have a negative effect on the trading price of our Ordinary Shares. In addition, if we are unable to continue to meet these requirements, we may not be able to remain listed on Nasdaq Capital Market. We are required to comply with the SEC rules that implement Section 404 of the Sarbanes-Oxley Act and are required to make a formal assessment of the effectiveness of our internal control over financial reporting for that purpose. Our independent registered public accounting firm is not required to formally attest to the effectiveness of our internal control over financial reporting until after we are no longer an “emerging growth company” as defined in the JOBS Act. At such time, our independent registered public accounting firm may issue a report that is adverse in the event it is not satisfied with the level at which our internal control over financial reporting is documented, designed, or operating. Any failure to maintain effective disclosure controls and internal control over financial reporting could have an adverse effect on our business and results of operations and could cause a decline in the price of our Ordinary Shares.

Because there is no existing market for our Ordinary Shares, our initial public offering price may not be indicative of the market price of our Ordinary Shares after this offering, an active trading market in our Ordinary Shares may not develop or be sustained and the market price of our Ordinary Shares could fluctuate significantly, and you could lose all or part of your investment.

There is currently no public market for our Ordinary Shares, and an active trading market may not develop or be sustained after this offering. Our initial public offering price has been determined through negotiation between us and the underwriter and may not be indicative of the market price for our Ordinary Shares after this offering. We cannot predict the extent to which investor interest in us will lead to the development of an active trading market on the Nasdaq Capital Market. The lack of an active market may reduce the value of your shares and impair your ability to sell your shares at the time or price at which you wish to sell them. An inactive

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market may also impair our ability to raise capital by selling our Ordinary Shares and may impair our ability to acquire or invest in other companies, products or technologies by using our Ordinary Shares as consideration.

In addition, the market price of our Ordinary Shares could fluctuate significantly as a result of a number of factors, including:

•	fluctuations in our financial performance;

•	economic and stock market conditions generally and specifically as they may impact us, participants in our industry or comparable companies;

•	changes in financial estimates and recommendations by securities analysts following our Ordinary Shares or comparable companies;

•	earnings and other announcements by, and changes in market evaluations of, us, participants in our industry or comparable companies;

•	our ability to meet or exceed any future earnings guidance we may issue;

•	changes in business or regulatory conditions affecting us, participants in our industry or comparable companies;

•	changes in accounting standards, policies, guidance, interpretations or principles;

•	announcements or implementation by our competitors or us of acquisitions, technological innovations, or other strategic actions by our competitors; or

•	trading volume of our Ordinary Shares or sales of shares by our management team, directors or principal shareholders.

These and other factors could limit or prevent investors from readily selling their Ordinary Shares or otherwise negatively affect the liquidity of our Ordinary Shares, and you could lose all or part of your investment.

We will incur increased costs as a result of becoming a public company.

As a public company, we will incur legal, accounting, insurance and other expenses that we have not incurred as a private company, including costs associated with public company reporting requirements. We also have incurred and will incur costs associated the Exchange Act, the Sarbanes-Oxley Act, the related rules implemented by the SEC and the rules and regulations of the applicable listing standards of Nasdaq Capital Market. We expect these rules and regulations to increase our legal and financial compliance costs and to make some activities more time-consuming and costly, although we are currently unable to estimate these costs with any degree of certainty. These and other laws and regulations could also make it more difficult or costly for us to obtain certain types of insurance, including director and officer liability insurance, and we may be forced to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. These and other laws and regulations could also make it more difficult for us to attract and retain qualified persons to serve on our board of directors, our board committees or as our senior management. Furthermore, if we are unable to satisfy our obligations as a public company, we could be subject to delisting of our Ordinary Shares, fines, sanctions and other regulatory action and potentially civil litigation.

The market price of our Ordinary Shares could be adversely affected by future sales and distributions of our Ordinary Shares or the perception that such sales and distributions may occur.

Sales, distributions or issuances of a substantial number of our Ordinary Shares following this offering or the perception that such sales or distributions might occur, could cause a decline in the market price of our Ordinary Shares or could impair our ability to obtain capital through a subsequent offering of our equity securities or securities convertible into equity securities.

The Ordinary Shares sold in this offering will be freely transferable without restriction or further registration under the Securities Act of 1933, or the Securities Act, except for any Ordinary Shares held by our affiliates as defined in Rule 144 under the Securities Act. We will grant registration rights to certain of our significant shareholders, enabling them to require us to file a registration statement to register sales of our Ordinary Shares held by them, subject to certain conditions. Such shareholders will be subject to the 180-day lock up agreement described in “Underwriting.” Registration of these Ordinary Shares under the Securities Act would result in such

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shares becoming freely tradeable without restriction under the Securities Act, except for shares purchased by affiliates. See “Related Party Transactions–Registration Rights Agreement.”

The concentration of our share ownership may limit your ability to influence corporate matters.

Prior to this offering, Richard Poole, our Chief Executive Officer, and HB Energy Pty Limited, our two largest shareholders, beneficially owned approximately 47.0% of the voting power of our outstanding Ordinary Shares. Following this offering, Mr. Poole will beneficially own 22.4% of our Ordinary Shares and HB Energy Pty Limited will own 11.4% of our Ordinary Shares (in each case, assuming no exercise of the overallotment option). Through their share ownership, to the extent they vote in the same manner, Mr. Poole and HB Energy Pty Limited will have significant influence over all matters requiring shareholder approval, including the election of directors and significant corporate transactions, such as a merger or other sale of our company or our assets. Such concentrated ownership could limit or preclude your ability to influence corporate matters following this offering and may also have the effect of delaying or preventing a change of control of our company that other shareholders may view as beneficial.

Because our Chief Executive Officer will hold his Ordinary Shares through other entities he controls, conflicts of interest may arise between him, as an executive officer of the Company, and entities controlled by him that are holders of our Ordinary Shares.

Because Richard Poole, our Chief Executive Officer, indirectly owns his Ordinary Shares in us (as described below in “Principal Shareholders”) through entities he controls rather than directly, he may have interests that do not align with, or conflict with, those of the holders of our Ordinary Shares or with us. For example, Mr. Poole may wish to take different tax positions from holders of our Ordinary Shares, which could influence his decisions regarding whether and when to dispose of assets and whether and when to incur new or refinance existing indebtedness. In addition, the structuring of future transactions and investments by the Company may take into consideration Mr. Poole's tax considerations in such entities even where no similar benefit would accrue to us.

If securities or industry analysts do not publish research or reports about our business, or publish negative reports about our business, our share price and trading volume could decline.

The trading market for our Ordinary Shares will depend, in part, upon the research and reports that securities or industry analysts publish about us or our businesses. We do not have any control over analysts as to whether they will cover us, and if they do, whether such coverage will continue. If analysts do not commence coverage of us, or if one or more of these analysts cease coverage of us or fail to regularly publish reports on us, we could lose visibility in the financial markets, which could cause our share price or trading volume to decline. In addition, if one or more of the analysts who cover us downgrade our Ordinary Shares or change their opinion of our Ordinary Shares, our share price may likely decline.

We may issue additional Ordinary Shares in the future, which may dilute our existing shareholders. We may also issue securities that have rights and privileges that are more favorable than the rights and privileges accorded to our existing shareholders.

We may issue additional securities in the future, including Ordinary Shares, and options, rights, warrants and other convertible securities for any purpose and for such consideration and on such terms and conditions we may determine appropriate or necessary, including in connection with equity awards, financings or other strategic transactions. Subject to the requirements of the Corporations Act, our board of directors will be able to determine the class, designations, preferences, rights and powers of any additional shares, including any rights to share in our profits, losses and dividends or other distributions, any rights to receive assets upon our dissolution or liquidation and any redemption, conversion and exchange rights.

Our outstanding warrants will designate the courts of the State of New York or the United States District Court for the Southern District of New York as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by holders of our warrants, which could limit the ability of warrant holders to bring a claim in another judicial forum for disputes with our company.

Our outstanding warrants will provide that, subject to applicable law, (i) any action, proceeding or claim against us arising out of or relating in any way to such warrant, including under the Securities Act, will be brought and enforced in the courts of the State of New York or the United States District Court for the Southern

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District of New York, and (ii) that we irrevocably submit to such jurisdiction, which jurisdiction shall be the exclusive forum for any such action, proceeding or claim. We will waive any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum.

Notwithstanding the foregoing, these provisions of our outstanding warrants will not apply to suits brought to enforce any liability or duty under the Exchange Act or any other claim for which the federal district courts of the United States of America are the sole and exclusive forum. Any person or entity purchasing or otherwise acquiring any interest in any of our warrants shall be deemed to have notice of and to have consented to the forum provisions in such warrant. If any action, the subject matter of which is within the scope the forum provisions of the warrant agreements, is filed in a court other than a court of the State of New York or the United States District Court for the Southern District of New York, or a foreign action, in the name of any holder of our warrants, such holder shall be deemed to have consented to: (x) the personal jurisdiction of the state and federal courts located in the State of New York in connection with any action brought in any such court to enforce the forum provisions, or an enforcement action, and (y) having service of process made upon such warrant holder in any such enforcement action by service upon such warrant holder’s counsel in the foreign action as agent for such warrant holder.

This choice-of-forum provision may limit a warrant holder’s ability to bring a claim in a judicial forum that it finds more favorable for disputes with our Company, which may discourage such lawsuits. Warrant holders who are unable to bring their claims in the judicial forum of their choosing may be required to incur additional costs in pursuit of actions which are subject to our choice-of-forum provision. However, the enforceability of similar exclusive forum provisions (including exclusive federal forum provisions for actions, suits or proceedings asserting a cause of action arising under the Securities Act) has been challenged in legal proceedings, and there is uncertainty as to whether courts would enforce the exclusive forum provisions in our warrant agreements. Additionally, our stockholders cannot waive compliance with the federal securities laws and the rules and regulations thereunder. Alternatively, if a court were to find these provisions of our warrant agreements to be inapplicable or unenforceable with respect to one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions, which could materially and adversely affect our business, financial condition and results of operations and result in a diversion of the time and resources of our management and Board.

The warrants we have issued and intend to issue upon closing of this offering may not be entitled to a jury trial with respect to claims arising out of or relating to such warrants, which could result in less favorable results to the holders in any such action.

Pursuant to the terms of the warrants we have issued and intend to issue upon closing of this offering, holders of such warrants have agreed or will agree to waive their rights to trial by jury with respect to legal proceedings arising out of or relating to such warrants. If the jury trial waiver is prohibited by applicable law, an action could nevertheless proceed under the terms of the warrants with a jury trial. Although we are not aware of a specific federal decision that addresses the enforceability of a jury trial waiver in the context of U.S. federal securities laws, it is our understanding that jury trial waivers are generally enforceable. Moreover, New York laws similarly recognize the validity of jury trial waivers in appropriate circumstances. In determining whether to enforce a jury trial waiver provision, New York courts and federal courts will consider whether the visibility of the jury trial waiver provision within the agreement is sufficiently prominent such that a party has knowingly waived any right to trial by jury. We believe that this is the case with respect to our outstanding warrants. If holders of our outstanding warrants bring a claim against us in connection with matters arising under the warrants, including claims under U.S. federal securities laws, such warrant holder may not be entitled to a jury trial with respect to such claims, which may have the effect of limiting and discouraging lawsuits against us. If a lawsuit is brought against us under the warrants, it may be heard only by a judge or justice of the applicable trial court, which would be conducted according to different civil procedures and may result in different outcomes than a trial by jury would have had, including results that could be less favorable to holders of the warrants, depending on, among other things, the nature of the claims, the judge or justice hearing such claims and the venue of the hearing.

We are not likely to issue dividends for the foreseeable future.

We cannot assure you that our proposed operations will result in sufficient revenues to enable profitable operations or to generate positive cash flow. For the foreseeable future, we anticipate that we will use any funds

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available to finance the growth of the Company and that we will not pay cash dividends to shareholders. Unless we pay dividends, our shareholders will not be able to receive a return on their shares unless they sell them. There is no assurance that shareholders will be able to sell shares when desired.

We expect that any dividend payments on our Ordinary Shares would be declared in U.S. Dollars, and any shareholder whose principal currency is not the U.S. Dollar would be subject to exchange rate fluctuations.

The Ordinary Shares will be traded in, and we expect that any cash dividends or other distributions to be declared in respect of them, if any, will be denominated in U.S. Dollars. Shareholders whose principal currency is not the U.S. Dollar will be exposed to foreign currency exchange rate risk. Any depreciation of the U.S. Dollar in relation to such foreign currency will reduce the value of such shareholders’ Ordinary Shares and any appreciation of the U.S. Dollar will increase the value in foreign currency terms. In addition, we do not expect to offer our shareholders the option to elect to receive dividends, if any, in any other currency. Consequently, our shareholders may be required to arrange their own foreign currency exchange, either through a brokerage house or otherwise, which could incur additional commissions or expenses.

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USE OF PROCEEDS

We expect to receive approximately US$44.4 million of net proceeds from the sale of 6,250,000 Ordinary Shares in this offering, or approximately US$51.4 million if the underwriter exercises its option to purchase additional Ordinary Shares in full (based on the midpoint of the price range set forth on the cover of this prospectus), after deducting underwriting discounts, commissions and estimated offering expenses payable by us of approximately US$5.6 million, or approximately US$6.1 million if the underwriter exercises its option to purchase additional Ordinary Shares in full.

We intend to use the net proceeds from this offering to (i) repay approximately A$3.7 million (or US$2.8 million) of indebtedness incurred in connection the acquisition of the Redbank Power Station that accrues interest at the rate of 12.0% per annum and has a final maturity date of July 31, 2022, (ii) fund the recommissioning of the Redbank Power Station (including (a) approximately A$37.5 million (or US$28.1 million) for capital expenditures, such as plant refurbishment, biomass materials handling equipment, grid registration and connection, plant spare parts inventory and water rights, and (b) approximately A$18.7 million (or US$14.0 million) for operating expenditures, such as employment costs, and fuel inventory), (iii) develop green hydrogen assets and (iv) for general corporate and working capital purposes.

Overall, our management will have broad discretion in the application of our net proceeds from this offering, and investors will be relying on the judgment of our management regarding the application of these proceeds. We intend to invest the net proceeds in short- and intermediate-term interest-bearing obligations, investment-grade instruments, certificates of deposit or guaranteed obligations of the U.S. government, pending their use as described above.

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CAPITALIZATION

The following table sets forth our cash and cash equivalents and capitalization as of June 30, 2021:

•	on an actual basis (after giving effect to the 1-for-20 reverse share split of our Ordinary Shares to be effective immediately prior to the pricing of this offering); and

•

on an as-adjusted basis to further give effect to the issuance of and sale of 6,250,000 Ordinary Shares in this offering and the application of the net proceeds from this offering to repay the current and non-current portions of loans outstanding, as described under “Use of Proceeds,” at a price of US$8.00 per ordinary share (the midpoint of the price range set forth on the cover of this prospectus) after deducting underwriting discounts, commissions and estimated offering expenses payable by us.

(in thousands)	Actual	As Adjusted
Cash and cash equivalents	A$ 4,273	A$ 59,799
Non-current debt	3,702	—
Equity
Contributed equity	20,140	82,022
Reserves	2,548	2,548
Accumulated losses	(19,524)	(20,506)
Total equity	A$ 3,164	A$ 64,064
Total capitalization	A$ 6,236	A$ 64,064

An increase or decrease of US$1.00 in the assumed initial public offering price per ordinary share would increase or decrease our total equity and total capitalization, on an as adjusted basis, by approximately US$5.81 million, after deducting the underwriting discounts, commissions and estimated offering expenses payable by us.

The as-adjusted information set forth above is illustrative only and our capitalization following the completion of this offering will be adjusted based on the actual public offering price and other terms of our public offering determined at pricing. You should read this information in conjunction with our financial statements and the related notes included in this prospectus and the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section and other financial information contained in this prospectus.

The outstanding share information in the table above is based on 16,017,808 Ordinary Shares outstanding as of June 30, 2021, and excludes:

•	500,000 Ordinary Shares issuable upon the vesting of the Performance Shares pursuant to the Sale and Purchase Agreement, which shares are subject to repurchase by us at a nominal amount if applicable vesting conditions are not satisfied;

•	1,077,778 Ordinary Shares issuable upon the optional conversion of approximately A$1,940,000 (or US$1,454,030) of outstanding indebtedness under the 2021 Notes;

•

•	warrants to be issued to the underwriter upon the completion of this offering in an amount equal to 7% of the Ordinary Shares sold in this offering, as described in “Underwriting—Other Relationships”; and

•

five-year warrants issued to Digital Offering for the purchase of 204,493 Ordinary Shares, exercisable at any time at an exercise price of US$0.20, and five-year warrants to be issued to Digital Offering for the purchase of 0.5% of the Ordinary Shares outstanding after the completion of this offering, exercisable at an exercise price of US$0.20 if the volume weighted average price of our Ordinary Shares is at least 120% of the initial public offering price for 30 consecutive trading days within the first six months after the completion of this offering, as described in “Underwriting-Other Relationships.”

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DILUTION

If you invest in the Ordinary Shares, your interest will be diluted to the extent of the difference between the public offering price per ordinary share and our net tangible book value per ordinary share after this offering. Dilution results from the fact that the public offering price per ordinary share underlying the Ordinary Shares is substantially in excess of the net tangible book value per ordinary share. Our net tangible book value as at June 30, 2021 was approximately US$2.4 million (A$3.2 million), or US$0.15 (A$0.20) per ordinary share. Net tangible book value per share represents the amount of total tangible assets, minus the amount of total liabilities, divided by the total number of Ordinary Shares outstanding as of June 30, 2021 as adjusted for the reverse share split of 1 for 20 and without reflecting further dilution that would occur from the issuance of Ordinary Shares upon the conversion of outstanding indebtedness under the 2021 Notes. Dilution is determined by subtracting net tangible book value per ordinary share from the assumed initial public offering price per ordinary share, which is US$8.00 per ordinary share, the midpoint of the price range set forth on the cover page of this prospectus and after deducting underwriting discounts, commissions and estimated offering expenses payable by us.

Without taking into account any other changes in our net tangible book value after June 30, 2021, other than to give effect to our sale of Ordinary Shares offered in this offering at the assumed public offering price of US$8.00 per ordinary share, the midpoint of the price range set forth on the cover page of this prospectus after deduction of underwriting discounts, commissions and estimated offering expenses payable by us, and the 1-for-20 reverse share split, our adjusted net tangible book value as at June 30, 2021 would have been A$64.1 million, or A$2.88 per ordinary share, or US$48.0 million, or US$2.16 per Ordinary Share. This represents an immediate increase in net tangible book value of US$2.01 per ordinary share to existing shareholders and an immediate dilution in net tangible book value of US$5.84 per ordinary share to purchasers of Ordinary Shares in this offering. The following table presents this dilution to new investors purchasing Ordinary Shares in the offering:

	As at June 30, 2021
	(US$ per ordinary share)
	(unaudited)
Assumed public offering price		US$8.00
Historic net tangible book value per Ordinary Share as at June 30, 2021	US$0.15
Increase in net tangible book value per Ordinary Share attributable to new investors in this offering	2.01
As-adjusted net tangible book value per Ordinary Share immediately after this offering		2.16
Dilution to new investors in this offering		US$5.84

Each US$1.00 increase or decrease in an assumed public offering price of US$8.00 per ordinary share after deducting underwriting discounts, commissions and estimated offering expenses payable by us would increase or decrease the net tangible book value after this offering by A$0.20 per ordinary share or US$0.15 per ordinary share, assuming no exercise of the overallotment option granted to the underwriter and that the Underwriter Warrants are not exercised, and the dilution to investors in the offering by A$0.20 per ordinary share or US$0.15 per ordinary share.

The following table summarizes, on a pro forma basis as at June 30, 2021, the differences between existing shareholders as of June 30, 2021 and the new investors with respect to the number of Ordinary Shares purchased from us, the total consideration and the average price per share (1) paid to us by existing stockholders, and (2) to be paid by new investors acquiring our common stock in this offering at an assumed initial public offering price of $8.00 per share, the midpoint of the price range set forth on the cover page of this prospectus before deducting underwriting discounts, commissions and estimated offering expenses payable by us. The total number of Ordinary Shares does not include Ordinary Shares issuable pursuant to the exercise of the overallotment option granted to the underwriter.

Existing Shareholders

16,017,808

71.9%

US$12,985,561

20.6%

US$0.81

New Investors

6,250,000

28.1

US$50,000,000

79.4

US$8.00

Total

22,267,808

100.0%

US$62,985,561

100.0%

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Each US$1.00 increase or decrease in the assumed public offering price of US$8.00 per ordinary share, the midpoint of the price range set forth on the cover page of this prospectus would increase or decrease total consideration paid by new investors by US$6.25 million, assuming that the number of shares, as set forth on the cover page of this prospectus, remains the same, and before deducting underwriting discounts, commissions and estimated offering expenses payable by us.

To the extent that we grant options or other equity awards to our employees or members of our management in the future, and those options or other equity awards are exercised or become vested or other issuance of our Ordinary Shares are made, there will be further dilution to new investors.

The outstanding share information in the table above is based on 16,017,808 Ordinary Shares outstanding as of June 30, 2021, and excludes:

•	500,000 Ordinary Shares issuable upon the vesting of the Performance Shares pursuant to the Sale and Purchase Agreement, which shares are subject to repurchase by us at a nominal amount if applicable vesting conditions are not satisfied;

•	1,077,778 Ordinary Shares issuable upon the optional conversion of approximately A$1,940,000 (or US$1,454,030) of outstanding indebtedness under the 2021 Notes;

•

•	warrants to be issued to the underwriter upon the completion of this offering in an amount equal to 7% of the Ordinary Shares sold in this offering, as described in “Underwriting—Other Relationships”; and

•

five-year warrants issued to Digital Offering for the purchase of 204,493 Ordinary Shares, exercisable at any time at an exercise price of US$0.20, and five year-warrants to be issued to Digital Offering for the purchase of 0.5% of the Ordinary Shares outstanding after the completion of this offering, exercisable at an exercise price of US$0.20 if the volume weighted average price of our Ordinary Shares is at least 120% of the initial public offering price for 30 consecutive trading days within the first six months after the completion of this offering, as described in “Underwriting—Other Relationships.”

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should read the following discussion and analysis of our financial condition and results of operations in conjunction with our consolidated financial statements and the related notes and the other financial information included elsewhere in this prospectus. This discussion contains forward-looking statements based upon our current plans and expectations that involve risks, uncertainties, and assumptions, such as statements regarding our plans, objectives, expectations, intentions, and beliefs. Our actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of various factors, including, but not limited to, those set forth under “Risk Factors” and elsewhere in this prospectus.

Overview

In September 2018, we acquired the Redbank Power Station. In 2014, the Redbank Power Station was shut down for upgrades, which were partially completed, but the plant was never restarted due to broader financial considerations. The acquired Redbank Power Station included the primary power generating equipment, the plant system both electrical and mechanical, 47 acres of land (approximately 50% of which is currently utilized) and all other related operating systems and facilities. We believe recommissioning the Redbank Power Station and converting it to run on biomass rather than coal tailings is an important first step in our strategy of becoming an early mover in the green hydrogen market in Australia. In addition, we expect the Redbank Recommission Project to provide multiple near-term environmental and economic benefits. The use of biomass as fuel will have the non-commercial benefit of making use of renewable timber resources that currently have limited markets and, ultimately, reduce the amount of waste timber being disposed to landfill sites.

Based on our management's experience and discussions with our external engineering consultant, Boiler & Power Plant Services Pty Ltd, we believe that the Redbank Power Station’s CFBB combustion system can operate on biomass subject to feed system modifications. Upon completion of this offering and the receipt of the necessary development consent, we intend to complete the Redbank Recommission Project. The Redbank Power Station, once the Redbank Recommission Project is completed, will be renamed the Verdant Hunter Valley Power Station and will be powered using biomass consisting of wood waste that will initially come from sustainable forestry waste and/or sustainable timber residues. Following receipt of the additional requisite governmental and regulatory approvals, as described in “Regulatory Matters”, we also intend to use biomass from the waste and recycling industry for which we expect to receive tipping fees, as described in “Business—Sources of Revenue—Tipping Fees.” Based on estimates of our engineering consultant, Boiler & Power Plant Services Pty Ltd, we expect the Verdant HV Power Station will consume approximately 840,000 tonnes annually of biomass fuel. Based on industry metrics, we believe the fuel to be used by the Verdant HV Power Station will eliminate the reporting of 950,000 tonnes of carbon dioxide equivalent emissions per year (under Australia’s National Greenhouse Energy Reporting scheme) compared to the Redbank Power Station’s previous operation and effectively achieve “net zero” emissions.

We have limited operating history upon which to base assumptions that we will be able to achieve our business plans. Our Verdant HV Power Station and Verdant HV Hydrogen Plant, once operational, will be subject to all of the risks inherent in the establishment of a new business enterprise, including the lack of significant operating history, unfavorable market forces and potential undercapitalization. There can be no assurance that future operations will be profitable. There can be no assurance we will achieve our projected goals or accomplish our business plans.

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Capital Needs

We estimate that we will need to raise approximately A$67.0 million (or US$50.2 million) in gross proceeds to complete the Redbank Recommission Project, including capital spending and operating costs of approximately A$56.2 million (or US$42.1 million), as well as the costs of this offering, the repayment of acquisition debt, and financing and other indirect costs. Our forecasts indicate that these amounts will be expended through fiscal 2022 and we will need to raise additional capital. We believe that the net proceeds from this offering, together with our existing cash and cash equivalents, will enable us to fund the costs of the Redbank Recommission Project, including to recommission the Redbank Power Station, obtain water rights, obtain the requisite governmental and regulatory approvals, augment material handling systems, complete market registrations and connections, engage and ensure staff are adequately trained, procure fuel, repay outstanding debt, pay costs of raising capital and ensure we have the working capital required to commence operations.

Following completion of the Redbank Recommission Project, and subject to receipt of the requisite governmental and regulatory approvals described in “Regulatory Matters” and additional required capital, we plan to begin construction of the Verdant HV Hydrogen Plant. In order to fund the costs of completing Hydrogen Project Phase 1, we would need to raise an additional A$26 million (or US$19.5 million) through a mix of equity and debt financing. Based on estimated permitting timelines, we would expect Hydrogen Project Phase 1 to commence within 12 months following the completion of this offering, and to be completed within 20 months following the completion of this offering.

Subject to receipt of the requisite governmental and regulatory approvals described in “Regulatory Matters” and the additional required capital, we intend to explore Hydrogen Project Phase 2, which we expect to commence within 24 months following the completion of this offering. Based on initial high-level cost estimates for Hydrogen Project Phase 2, we expect to seek an additional A$190.0 million (or US$142.4 million) through a mix of equity and debt financing, but this could vary depending on advancements in and cost improvements of electrolyzer technology and prevailing market conditions.

The Company’s continuing operations are dependent upon its ability to raise capital and generate cash flows. As of June 30, 2021, we had cash and cash equivalents of A$4.3 million (or US$3.2 million) and an accumulated deficit of A$19.5 million (or US$14.6 million). Our audited financial statements for the period ended June 30, 2021 contain an explanatory paragraph regarding substantial doubt about our ability to continue as a going concern if we are unable to raise further capital. We have incurred losses in each year since our inception, including net losses of approximately A$14.6 million (or US$10.9 million) and A$2.5 million (or US$1.8 million) for the years ended June 30, 2021 and 2020, respectively. The consolidated financial statements contained herein do not include any adjustments related to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should we be unable to continue in existence. Our continuation as a going concern is dependent on future cash flows from operations, including the successful production and sale of electricity and/or hydrogen to achieve a profitable level of operations and obtaining necessary financing to fund ongoing operations. Our ability to achieve our business objectives is subject to material uncertainty which may cast significant doubt upon our ability to continue as a going concern.

Material Weaknesses

Prior to this offering, we have been a private company with limited accounting personnel and other resources with which to address our internal control over financial reporting in accordance with the requirements applicable to public companies. In connection with the audits of our consolidated financial statements as of and for the fiscal period ended June 30, 2021, we and our independent registered public accounting firm identified two material weaknesses in our internal control over financial reporting. As defined in the standards established by the U.S. Public Company Accounting Oversight Board (“PCAOB”), a “material weakness” is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis.

One existing material weakness relates to segregation of duties related to roles and responsibilities in our accounting department which is lacking in various circumstances, including with respect to review of transactions and events to more fully access accounting treatment and inadequate separation of custody, recording and authorization of transactions for good and services. The other material weakness relates to a lack of sufficient financial reporting and accounting personnel with appropriate knowledge of IFRS reporting requirements to fully

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address complex accounting treatments and related disclosures in accordance with IFRS. Neither we nor our independent registered public accounting firm undertook a comprehensive assessment of our internal control for purposes of identifying and reporting material weaknesses and other control deficiencies in our internal control over financial reporting. Had we performed a formal assessment of our internal control over financial reporting or had our independent registered public accounting firm performed an audit of our internal control over financial reporting, additional deficiencies may have been identified.

Impact of COVID-19

The global pandemic arising from the outbreak and spread of COVID-19 has had a material effect on global economic markets and the operation of a wide variety of businesses, including those in the energy industry. The global economic outlook is facing unprecedented uncertainty due to the pandemic, which has had and may continue to have a significant impact on the industry dynamics to which we are subject (including the ability to import component parts) and the macro-economic environment in which we will be operating.

Accounting Policies on Capitalization of Costs

In accordance with our accounting policies, costs incurred during a project are treated for accounting purposes under IFRS based on the stage of development. Projects are separated into four phases:

Phase 1: Concept Development and Feasibility Study: During Phase 1, costs are generally expensed as incurred. However, costs that are clearly associated with the acquisition, development, and construction of a project (“Direct Costs”) that arise during Phase 1 are capitalized as project costs when incurred and, if a decision is taken to not proceed with a project, reviewed for impairment at that time. Examples of these Direct Costs include the cost of land acquisition, construction materials or project plans. Costs incurred during this phase include obtaining regulatory approvals required to allow the project to proceed, completion of project feasibility modeling and assessments and general costs of administration.

Phase 2: Project Delivery: A project moves to Phase 2 once regulatory approvals have been obtained and a we have made the decision to advance the development of a project. During Phase 2, in addition to Direct Costs, other project costs (“Indirect Costs”) may be capitalized if they clearly relate to the specific project under development. Indirect Costs that are clearly related to a project may include construction administration costs (e.g., costs associated with a field office at a project site), legal fees and various other costs (e.g., cost accounting and design). Indirect Costs that do not clearly relate to the acquisition, development or construction, including most general and administrative costs, continue to be expensed as incurred in Phase 2.

Phase 3: Trial Operation: Phase 3 begins once a project reaches the point in its development where the equipment is being operated on a trial basis to ensure it meets the required specifications, Direct Costs and those Indirect Costs that relate to the specific project under development that had been capitalized during Phase 2 continue to be capitalized.

Phase 4: Full Operation: A project that is operating as designed then moves to ongoing operation. Under Phase 4, Direct Costs may be capitalized if they relate to the enhancement or enlargement of the asset’s capabilities. Other costs, including Indirect Costs, would be expensed as incurred.

Our Results of Operations

Revenue

To date, we have not generated any revenue and do not expect to generate revenue until after we have completed the planned recommissioning and restart of the Redbank Power Station.

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Other Income

Other income of A$100,000 (or US$74,900) for the year ended June 30, 2021 comprised Australian Federal Government grants provided to Australian businesses as part of the response to COVID-19. We do not expect to be eligible for further grants in the future.

General and Administrative Expenses

In accordance with our accounting policies on capitalization of costs as set forth above, because the Redbank Recommission Project is in Phase 1 for accounting purposes, general and administrative expenses are being expensed as incurred. These expenses currently consist of amounts being expended relating to the recommissioning and maintenance of the Redbank Power Station in its current condition, the engagement of consultants to prepare reports and evaluations to support the process of obtaining the requisite governmental and regulatory approvals, the negotiation and documentation of contractual arrangements for the supply of fuels and other inputs required for our operations, the internal costs of raising capital and general administration of the Company.

Employee Benefit Expenses

Employee benefit expenses comprise the costs of employing, retaining and training our employees, granting share-based payments to employees along with associated government levies for superannuation, workers’ compensation insurance and payroll taxes.

Employee benefit expenses were A$1,965,205 for the year ended June 30, 2021, compared to A$891,689 for the year ended June 30, 2020, an increase of A$1,073,516. This change was due to:

•

the hiring of seven additional employees as of June 30, 2021, compared to four as of June 30, 2020, which resulted in an increase of salaries and associated costs of A$924,492. Six of the additional employees are engaged at the Redbank Power Station in maintenance and administrative activities. An additional person was engaged at our head office to improve accounting and administrative processes and to address segregation of duty issues that were highlighted by our auditor in the prior year;

•

the expensing of share-based payments to employees with an accounting value of A$369,766 for the year ended June 30, 2021, compared to A$154,142 for the year ended June 30, 2020, an increase of A$215,624. Share-based payments to employees consist of grants of options for no consideration, the accounting expense for which is spread over the expected period of associated vesting conditions being achieved; and

•	an offset of an increase in A$63,600 in Australian Federal Government grants relating to its JobKeeper program that was provided to Australian businesses in response to the COVID-19 pandemic.

Directors’ Fees

Directors’ fees expenses comprise the cost of engaging a non-executive director.

Directors’ fees expensed were A$60,000 for the year ended June 30, 2021, compared to A$90,000 for the year ended June 30, 2020. This change was due to a change in terms of engagement with one of our directors. From July 1, 2019 to September 30, 2019, the costs of the then Chief Executive Officer and Director were recorded as director fees. After his resignation on September 30, 2019, the former Chief Executive Officer remained as a non-executive director, has been renumerated at a rate commensurate with his more limited role and the costs have been included as part of directors’ fees expenses.

Management Fees

Management fees expenses comprise the cost relating to the Company’s Corporate Advisory and Business Development Mandate with Arthur Phillip Pty Limited (“Arthur Phillip”), a company controlled by Mr. Richard Poole, a director and, since October 1, 2019, our Chief Executive Officer. The management fees are for the provision of the services of Mr. Richard Poole and other staff of Arthur Phillip Pty Limited under the agreement. The Company and Arthur Phillip have agreed to terminate the Corporate Advisory and Business Development Mandate upon the effectiveness of this offering and Arthur Phillip will not be entitled to any additional payment under this agreement. See “Related Party Transactions.”

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Management fees expensed were A$274,000 for the year ended June 30, 2021, compared to A$277,500 for the period ended June 30, 2020.

Legal, Professional and Consulting Fees

The Company engages various specialty consultants as a cost-effective means of obtaining the skills required to design, develop, negotiate and document commercial agreements for key elements of the Company’s business plan. In the long term, the Company may move a portion or all of these services in-house. Legal, professional and consulting fees comprise the cost of advisors to the Company to assist in the process of obtaining all necessary Australian federal, state and local regulatory approvals and permits for its business plan, legal advice in the documentation of contractual arrangements, auditor fees and contract staff. Legal, professional, and consulting fees expensed were A$4,781,568 for the year ended June 30, 2021, compared to A$465,030 for the period ended June 30, 2020, an increase of A$4,316,538.

This change was due to increases in costs associated with the Phase 1: Concept and Development and Feasibility Study for the Redbank Power Station and the Verdant HV Hydrogen Plant, including:

•	a share-based payments expense of A$1,126,088 relating to an issue of options to consultants in connection with the renegotiation of a fuel supply agreement;

•

an increase in consultancy costs of A$1,047,612 for specialist services relating to the negotiation of fuel supply arrangements, the analysis of various financing alternatives, development of reporting process required to obtain regulatory approvals, development of alternative revenue streams from energy produced and development of the Verdant HV Hydrogen Plant;

•

an expense of A$739,772 which is part of the estimated costs incurred through June 30, 2021 in connection with the proposed listing of the Company’s securities. The portion of estimated costs that is expensed is the estimated amount associated with the listing process as distinct from the associated capital raising, based on a ratio of the securities outstanding as of June 30, 2021 to the securities that will be outstanding following the consummation of this offering;

•	a share-based payments expense of A$543,573 for consultancy services provided related to the sourcing of fuel suipplies for the Redbank Power Station;

•	a payment of A$261,000 in costs related to alternative sources of funding and due diligence costs associated with Australian capital raising activities;

•	an increase of A$194,717 in communication and media costs associated with the promotion of our activities;

•	an increase of A$177,083 in audit fees arising from the transition from private to public company reporting requirements;

•	other increases in professional and consulting fees of A$173,740 related to the negotiation of water rights, electicity offtakes and business systems; and

•	a payment of A$52,964 for financial planning associated with the Verdant HV Hydrogen Plant.

As detailed in Note 14(a) to our financial statements, share-based payment expenses were calculated by reference to the last issue price of Ordinary Shares by the Company at the time of issue, which were in the range of A$0.10 to A$0.16 per share (prior to our 1-for-20 reverse share split), or A$2.00 to A$3.20 per share after giving effect to our 1-for-20 reverse share split.

Rental Expenses

Rental expenses represent the costs relating to our headquarters in Sydney, Australia, including lease maintenance and incidental costs. Rental expenses were A$120,000 for the year ended June 30, 2021, compared to A$123,555 for the year ended June 30, 2020.

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Site Service and Maintenance Costs

Site service and maintenance expenses represent costs relating to the maintenance and servicing of the Redbank Power Station, including the purchase of parts and oils, the engagement of contractors to perform specific service activities, electricity to operating equipment, the maintenance of information systems, security services, cleaning and incidental costs.

Site service and maintenance expenses were A$369,327 for the year ended June 30, 2021, compared to A$281,079 for the year ended June 30, 2020. This change was due to increased activity in performing service checks on the Redbank Power Station’s systems, including the fire system, information technology systems and site security systems.

Insurance Expenses

Insurance expenses comprise public liability insurance against events that could occur at the Redbank Power Station site.

Insurance expenses totaled A$32,825 for the year ended June 30, 2021, compared to A$28,880 for the year ended June 30, 2020 due to an increase in premiums charged by the insurer.

Other Expenses

Other expenses comprise registration costs with regulatory bodies, travel and corporate promotional activities, and other expenses that otherwise do not fit within other expense categories.

Other expenses totaled A$38,910 for the year ended June 30, 2021, compared to A$36,818 for the year ended June 30, 2020.

Finance Costs

Finance costs comprise interest and other fees associated with borrowings and other liabilities, including costs of our outstanding convertible notes.

Finance costs were A$531,199 for the year ended June 30, 2021, compared to A$330,880 for the year ended June 30, 2020, an increase of A$200,319 which included the following changes in costs:

•	interest expense incurred on our convertible notes outstanding increased by A$62,205 compared to the prior year due to the convertible notes being outstanding for a full 12 months in the current year;

•	a reduction in the cost of interest embedded in the loan owed for the acquisition of the Redbank Power Station of A$12,491;

•	amortization of transaction costs of our convertible notes outstanding increased by A$78,139 compared to the prior year due to the convertible notes being on issue for a full 12 months in the current year; and

•

expensing of an entry to adjust the actual interest rate of our convertible notes outstanding to its effective interest rate (i.e., allowance for the cost of the potential conversion to ordinary shares of the convertible notes) increased by A$72,466 compared to the prior year due to the convertible notes being outstanding for a full 12 months in the current year.

Loss on Refinancing Secured Loan

An expense of A$3,322,520 was recorded for the year ended June 30, 2021, in connection with the successful renegotiation of the RB Loan and Biogreen Installments which are discussed below. No such expense was recorded for the year ended June 30, 2020. The amount expensed consisted of:

•

an amount of A$1,822,520 incurred in connection with the renegotiation of the RFF (as defined below), comprised of an increase of A$1.265 million to offset the cancellation of a A$5.0 million contingent liability owed to the vendor of the Redbank Power Station and payable from its future earnings and an increase of A$0.557 million relating to legal and other costs of the lender;

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•

an amount of A$1,500,000 incurred in connection with the issuance of 15,000,000 ordinary shares (prior to our 1-for-20 reverse share split), or 750,000 ordinary shares after giving effect to our 1-for-20 reverse share split, in consideration for the cancellation of a A$4.5 million contingent liability owed to HB Energy Pty Limited and Albertson Resources Pty Ltd (see “—Liquidity and Capital Resources—Redbank Acquisition Funding”).

Consulting Fees Settled via an Issue of Shares

An expense of A$3,200,00 was recorded for the year ended June 30, 2021 upon the vesting of 20,000,000 ordinary shares (prior to our 1-for-20 reverse share split), or 1,000,000 ordinary shares after giving effect to our 1-for-20 reverse share split, subject to performance conditions which were achieved during the year ended June 30, 2021.

As detailed in Note 14(a) to our financial statements, this expense was calculated by reference to the last issue price of Ordinary Shares by the Company of A$0.16 per share (prior to our 1-for-20 reverse share split), or A$3.20 per share after giving effect to our 1-for-20 reverse share split.

Income Tax Benefit

Due to the uncertainty of our ability to earn future profits to offset our current income tax losses, there has not been a recognition of the income tax losses in the Consolidated Statement of Profit and Loss and Other Comprehensive Income for any financial period to date. Unrecorded deferred tax assets, including carried forward tax losses, were estimated to be A$3,135,763 at June 30, 2021. The benefit relating to these and the current year losses has not been recognized in our financial statements at June 30, 2021 as it is not probable that future taxable profit will be available against which the Company would be able to utilize these losses.

Liquidity and Capital Resources

The liquidity and capital resources discussion that follows contains certain estimates as of the date of this prospectus of our estimated future sources and uses of liquidity (including estimated future capital resources and capital expenditures) and future financial and operating results. These estimates reflect numerous assumptions made by us with respect to general business, economic, regulatory, market and financial conditions, industry conditions and other future events, and matters specific to our businesses, all of which are difficult or impossible to predict and many of which are beyond our control. Please carefully read the risks discussed in “Risk Factors” contained in this prospectus which describe significant risks and uncertainties that may affect us and our financial conditions.

Sources and Uses of Liquidity

We have incurred operating losses since our inception and do not expect to generate revenue until after the planned recommissioning and restart of the Redbank Power Station has occurred. From our incorporation on March 6, 2018 through June 30, 2021, we have funded our operations through the issuance and sale of new Ordinary Shares totaling A$16.8 million (or US$12.6 million) (before issuing costs) and the issuance of convertible notes totaling A$1.94 million (or US$1.5 million) (before issuing costs).

The convertible notes were issued in November and December 2019, with an aggregate value of A$1,940,000 on an unsecured basis. The convertible notes have a 24-month maturity from the dates of issuance and an interest rate of 8% per annum, calculated monthly and payable quarterly in arrears in cash. The convertible notes will remain outstanding upon the completion of this offering and become repayable in cash unless the holders thereof elect to convert the principal amount of indebtedness into Ordinary Shares at the conversion rate of A$1.80 per Ordinary Share (after giving effect to our 1-for-20 reverse share split).

On December 15, 2021, we entered into a loan agreement whereby Arthur Phillip agreed to lend us A$500,000. The loan has a 12-month term and an interest rate of 10% per annum, payable quarterly in arrears, and it is repayable in full upon the earlier of the end of the term or the completion of this offering.

We anticipate incurring additional losses and negative cash flows from operations until such time, if ever, that we can restart the Redbank Power Station and thereafter until the plant generates sufficient revenues to exceed our expenses. As of June 30, 2021, we had cash and cash equivalents of A$4.3 million (or US$3.2 million). Our primary uses of cash are to fund the development of our business plan and support this offering.

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Funding Requirements and Capital Expenditures

We estimate that we will need to raise approximately A$67.0 million (or US$50.2 million) in gross proceeds to complete the Redbank Recommission Project, including capital spending and operating costs of approximately A$56.2 million (or US$42.1 million), as well as the costs of this offering, the repayment of acquisition debt, and financing and other indirect costs. Our forecasts indicate that these amounts will be expended during fiscal 2022 and we will need to raise additional capital. We believe that the net proceeds from this offering, together with our existing cash and cash equivalents, will enable us to fund the costs of the Redbank Recommission Project, including to recommission the Redbank Power Station, obtain water rights, obtain the requisite governmental and regulatory approvals, augment material handling systems, complete market registration and connections, engage and ensure staff are adequately trained, procure fuel, repay outstanding debt, pay costs of raising capital and ensure we have the working capital required to commence operations.

Subject to receipt of the requisite governmental and regulatory approvals described in “Regulatory Matters” and the additional required capital, we intend to explore Hydrogen Project Phase 2, which we expect to commence within 24 months following the completion of this offering. Based on initial high-level cost estimates for Hydrogen Project Phase 2, we expect to seek an additional A$190 million (or US$142.4 million) through a mix of equity and debt financing, but this could vary depending on advancements in and cost improvements of electrolyzer technology and prevailing market conditions.

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The anticipated timelines with respect to the Redbank Recommission Project and each phase of the Verdant HV Hydrogen Project are outlined below.

The recommission and/or establishment of our planned projects is a time-consuming, expensive and uncertain process that may take many years to complete, and we may never generate the results required to achieve output of energy and the resulting revenue.

Our present and future funding requirements for our Verdant HV Power Station and Verdant HV Hydrogen Project will depend on many factors, including, among other things:

•	the initiation, progress, timing, costs and results of our Redbank Recommission Project, including the necessary refurbishment or update of certain key plant infrastructure;

•	costs associated with expanding our organization, including our management infrastructure;

•	the costs involved in pursuing development applications and addressing subsequent queries or objections to those applications raised by third parties and potentially appealing the decisions of various governmental authorities;

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•	the cost of acquiring water rights in an amount sufficient to run the Verdant HV Power Station and any delays or additional costs that we may encounter in connection therewith;

•

the time and costs involved in obtaining the requisite governmental and regulatory approvals for our planned projects (including environmental approvals, licenses and levies) and any delays we may encounter as a result of evolving governmental or regulatory requirements or adverse results with respect to any assessments involving these planned projects;

•	the revenue we expect to generate, which will depend in part on energy prices in the wholesale spot market;

•	selling and marketing activities undertaken in connection with the sale of output from the Verdant HV Power Station; and

•	the costs of operating as a publicly traded company in the United States.

Operating Expenses

We expect our operating expenses to significantly increase as we move forward with the Redbank Recommission Project, particularly as we engage employees, develop operating and safety systems, build up our fuel inventory, obtain the requisite governmental and regulatory approvals, implement information technology systems and further develop our business plan subsequent to the restart of the Redbank Power Station. For example, we expect to incur increased operating expenses from:

•	employee benefit expenses;

•	site service and maintenance expenses;

•	feedstock storage costs;

•	finance expenses, such as the costs of borrowings we plan to undertake;

•	legal, professional and consulting fees;

•	insurance expenses;

•	compliance costs; and

•	fees and licenses.

We will need to obtain substantial additional funding in connection with our planned and continuing operations, including our Verdant HV Hydrogen Project. Until we can generate a sufficient amount of revenue from the sale of electricity or, if our HV Hydrogen Plant is completed, green hydrogen, we expect to finance our operating activities through our existing liquidity, the net proceeds from this offering and future financing activities, including a combination of equity and debt financings, collaborations and strategic alliances.

Effects of Funding

To the extent that we raise additional capital through the sale of equity or convertible debt securities, your ownership interest will be diluted, and the terms of these securities may include liquidation or other preferences that adversely affect your rights as a holder of Ordinary Shares. Debt financing, if available, may involve agreements that include covenants limiting or restricting our ability to take specific actions, such as incurring additional debt, making capital expenditures or declaring dividends and financial covenants. If we raise funds through collaborations, strategic alliances or other arrangements we may have to assign future revenue streams to other parties. If we are unable to raise additional funds through equity or debt financings when needed, we may be required to delay, limit, reduce or terminate implementation of our business plans. For more information as to the risks associated with our future funding needs, see “Risk Factors—Risks Related to Our Business.”

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Cash Flows

The following table summarizes our sources and uses of cash for the years ended June 30, 2020 and 2021:

	Year Ended June 30,	Year Ended June 30,
	2020	2021
	(in thousands)
Net cash provided by (used in):
Operating activities	A$(1,846)	A$(4,348)
Investing activities	(28)	(248)
Financing activities	1,921	8,584
Net increase (decrease) in cash and cash equivalents	A$ 47	A$ 3,988

Operating Activities

For the years ended June 30, 2020 and June 30, 2021, net cash used in operating activities was A$1,845,538 and A$4,348,172, respectively, which represents the expenses incurred in the employment of staff, site expense including care and maintenance of the Redbank Power Station, costs of third-party studies, consultants and professional fees related to pursuing the business plans of the Company, director and management fees and administrative costs of operation.

Investing Activities

For the years ended June 30, 2020 and June 30, 2021, net cash used in investing activities was A$28,238 and A$248,558, respectively, being amounts invested in the Redbank Power Station and office equipment.

Financing Activities

For the year ended June 30, 2020, net cash provided by financing activities was A$1,921,000, which consisted of A$565,000 from the issuance of new Ordinary Shares less costs of A$12,000 and A$1,940,000 from the issuance of convertible notes less costs of A$97,000. Repayment of borrowings owed in relation to the purchase of the Redbank Power Station were A$475,000.

For the year ended June 30, 2021, net cash provided by financing activities was A$8,584,678, which consisted of:

•	A$11,845,401 from the issuance of new Ordinary Shares less costs of A$829,523;

•	repayment of borrowings owed in relation to the purchase of the Redbank Power Station of A$1,656,200; and

•	repayment of other liabilities of A$775,000.

Redbank Acquisition Funding

In June 2018, the Company acquired an option to purchase the Redbank Power Station (the “Redbank Option”) from Albertson Resources Pty Ltd, a company controlled by our Chief Executive Officer, Mr. Richard Poole (“Albertson”). The assignment of the Redbank Option was for consideration of A$1,300,000 (the “Initial Fee”), payable to Albertson. The Redbank Option included a purchase obligation in the amount of A$4.5 million out of the future earnings generated by the Verdant HV Power Station payable initially to Albertson (the “Shareholder Success Fee”).

The Initial Fee was subsequently reduced to A$1,000,000 and the Shareholder Success Fee was divided between Albertson (75%) and HB Energy Pty Limited (25%), pursuant to an agreement between principal shareholders in June 2018.

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In September 2018, the Company exercised the Redbank Option and acquired the Redbank Power Station. Upon exercise of the Redbank Option, the Company entered into an asset sale agreement with the owner of the Redbank Power Station, Biogreen Energy Pty Ltd (“Biogreen”), pursuant to which we agreed to pay Biogreen an amount equal to A$9.5 million (the “Redbank Consideration”). The Redbank Consideration consisted of:

•

an unconditional A$4.5 million option exercise payment (the “Exercise Payment”). The Exercise Payment consisted of the assumption of a secured loan of A$2.5 million payable by Biogreen to its sole director, Mr. Richard Butler (the “RB Loan”), and an unsecured amount of A$2.0 million payable to Biogreen that was payable in installments (the “Biogreen Installments”); and

•	a purchase payment obligation in the amount of A$5.0 million out of the future earnings generated by the Redbank Power Station (the “Biogreen Success Fee”).

RB Loan and the Redbank Finance Facility

As discussed above, on September 7, 2018, the Company assumed the RB Loan of A$2.5 million in connection with our purchase of the Redbank Power Station. The RB Loan was secured by the acquired assets, carried an interest rate of 12.0% and was scheduled to mature in June 2021. The Company started repaying this balance, but during the period from December 15, 2019 until December 18, 2020, the Company was in default of its repayment obligations under the RB Loan. On December 18, 2020, the Company renegotiated new terms and conditions and executed an updated loan facility agreement, which resulted in the Company no longer being in default. In the period between September 2018 and December 2020, the Company repaid A$1,015,000 outstanding under the RB Loan. Interest capitalized during that period totaled A$457,312 resulting in a balance of A$1,942,312 owed under the RB Loan as of December 18, 2020.

Due to capital constraints during that period, the Company was not able to meet all its obligations owed under the RB Loan nor the Biogreen Installments. Following a period of negotiation with Mr. Butler and Biogreen in December 2020, we entered into a replacement agreement for the RB Loan known as the Redbank Finance Facility (the “RFF”). The RFF resulted in the aggregation of the RB Loan and the Biogreen Installments and was subject to approval of a number of parties that were signatories. These approvals were obtained by February 11, 2021. Entry into the RFF resulted in the following changes to the terms and amounts due under the RB Loan, the Biogreen Installments and the Biogreen Success Fee:

•	the maturity date was extended to July 2022;

•	the Biogreen Installments, of which A$1,500,000 remained outstanding, were included as part of the amount owing under the RFF;

•	the cancellation of the A$5.0 million Biogreen Success Fee in exchange for an increase in the RFF of A$1,265,520; and

•	an increase in the RFF by A$557,000 in allowance for costs of the lender and other parties to the RFF arrangements.

Concurrently with the above arrangements, in December 2020, the obligation under the A$4.5 million Shareholder Success Fee was cancelled in exchange for the issuance of 15,000,000 Ordinary Shares at A$0.10 each (prior to our 1-for-20 reverse share split), or 750,000 Ordinary Shares at A$2.00 each, after giving effect to our 1-for-20 reverse share split.

During the period from February 11, 2021 until June 30, 2021, we repaid a further A$1,656,200 of the amounts owed under the RFF and as of June 30, 2021, an amount of A$3,702,610 remained payable. Under the RFF, we are obligated to make monthly payments of A$50,000, a payment of A$550,000 on April 2, 2022 and a final payment of the balance, including accrued interest, by July 31, 2022. However, under the terms of the RFF, we are obligated to pay the full amount payable under the RFF upon the completion of this offering.

Share-Based Payments

We have outstanding options, each of which are exercisable for our Ordinary Shares upon payment of the exercise price. The options are divided in classes based on their expiry date, exercise price and vesting conditions. The Classes are labeled between A and M. Details of the terms of the issues, calculation of expense value and other information are provided in Note 14(b) of the Financial Statements to June 30, 2021.

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Classes A, E, F, G and H options (the “Investor Options”) were issued to investors as partial consideration for capital raised from those shareholders. There are no vesting conditions or limitations on the Investor Options.

Classes B, C, D, I, J, K, L and M options (“Incentive Options”) were issued to directors, contractors and employees for services rendered. Class B options remain unvested and are conditioned upon the holders remaining engaged by the Company for four years from the date of issue. Class C options vested on December 1, 2020. Class D, I, J and K options vested immediately upon issuance. Class L and M options remain unvested and are conditioned upon the holders remaining engaged by the Company for one or two years (respectively) from their date of issue.

Off-Balance Sheet Arrangements

During the periods presented, we did not have, nor do we currently have, any off-balance sheet financing arrangements, such as relationships with other entities or financial partnerships, which are often referred to as structured finance or special purpose entities, established for the purpose of facilitating financing transactions that are not required to be reflected on our Consolidated Statement of Financial Position. In addition, we do not engage in trading activities involving non-exchange traded contracts.

Critical Accounting Policies and Estimates

We believe that the following accounting policies involve a high degree of judgment and complexity. Accordingly, these are the policies we believe are the most critical to aid in fully understanding and evaluating our consolidated financial condition and results of our operations. See note 2 to our Consolidated Financial Statements appearing elsewhere in this prospectus for a description of our other significant accounting policies. The preparation of our Consolidated Financial Statements in conformity with IFRS requires us to make estimates and judgments that affect the amounts reported in those financial statements and accompanying notes. Although we believe that the estimates we use are reasonable, due to the inherent uncertainty involved in making those estimates, actual results reported in future periods could differ from those estimates.

Acquisition accounting

We have determined that the acquisition of the Redbank Power Station in September 2018 was an acquisition of an asset rather than a business combination, due to the following factors:

•	the plant had not been operating for a period of over four years;

•	only one employee was engaged at the time of acquisition, who was on care and maintenance duties; and

•	no contractual arrangements were included as part of the purchase for the supply of raw materials or the sale of output.

Assessment of market interest rates

We use valuation techniques to determine the fair value of financial instruments (where active market quotes are not available) and non-financial assets. This involves developing estimates and assumptions consistent with how market participants would price the instrument. We base our assumptions on observable data as far as possible but this is not always available. In that case, we use the best information available. Estimated fair values may vary from the actual prices that would be achieved in an arm’s length transaction at the reporting date.

Capitalization of costs

Subsequent to the purchase of the Redbank Power Station, we evaluate costs incurred and determine if they are directly attributable to bringing the asset to the necessary condition for it begin operation. These costs are capitalized to the asset.

Impairment of assets

We make significant judgements when assessing if assets are impaired. We review internal and external data to identify indicators of impairment and to support the values of assets held. No indicators of impairment were identified on June 30, 2021.

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Share-based payments

Share options were valued using either a Binomial or Black-Scholes pricing model. The Company estimates price volatility using the historic volatility of a basket of comparable companies. The Company uses the most recent issue price of Verdant's shares to estimate an underlying share price when valuing share-based payments.

IPO capital raising costs

Incremental costs determined to be attributable to both the costs of listing the Company's securities on a securities exchange and the issuance of securities are aggregated and then apportioned between a deduction to equity, net of tax, and the Statement of Profit and Loss based on the amount of new capital to be raised.

Uncertain tax positions

In determining its tax position, the Company is required to assess the application of relevant taxation laws and interpretations and determine whether it is probable that a tax authority will accept an uncertain tax position (“UTP”) used, or proposed to be used, by the Company. When there is an UTP, IFRIC 23 requires the Company to assess the UTP using either a:

•	“most likely amount” methodology when the outcome is binary or concentrated to a specific matter; or

•	“expected value” or probability-weighted methodology when there is a range of possible outcomes.

This assessment relies on significant management judgement and may involve future events. New information may become available that causes the Company to change its judgement regarding the appropriateness of its tax position.

The Company has elected not to recognize tax losses at the applicable balance sheet date due to the uncertainty in relation to the availability of those losses and the uncertainty in relation to the timing of utilizing those losses in the future.

Embedded derivatives

In determining the carrying value of convertible notes, the Company is required to value the conversion rights. The value of these rights cannot be readily determined and the Company is required to estimate their value using valuation techniques that include assumptions as to the value of Verdant's shares, implied volatility and risk adjustments.

Rehabilitation cost estimates

As part of the identification and measurement of assets and liabilities acquired, the Company has considered the need for a provision for possible obligations associated with the decommissioning and removal of the Company's power station.

Share-Based Payment Transactions

We provide benefits to our directors, employees (including key management personnel) and contractors in the form of share-based payments, whereby directors, employees and contractors render services in exchange for Ordinary Shares or rights over Ordinary Shares (equity-settled transactions). The cost of these equity-settled transactions with directors, employees and contractors is measured by reference to the fair value at the date at which they are granted. Binomial or Black Scholes pricing models are used to value the options issued, with key assumptions being the fair market value per Ordinary Share on the grant date, the option exercise price, expected volatility of the underlying Ordinary Shares based on the historical share price volatility and the risk-free interest rate.

The cost of the equity-settled transactions is recognized, together with a corresponding increase in equity, over the period in which the performance conditions are fulfilled (the vesting period), ending on the date on which the relevant directors, employees and contractors become fully entitled to the award (the vesting date). The charge to profit or loss for the period is the cumulative amount less the amounts already charged in previous periods. There is a corresponding credit to equity.

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Until an award has vested, any amounts recorded are contingent and will be adjusted if more or fewer awards vest than were originally anticipated to do so.

Recently Adopted Accounting Pronouncements

The Company has adopted all of the new, revised or amending Accounting Standards and Interpretations issued by the International Financial Reporting Standards (“IFRS”) that are mandatory for the current reporting period. The adoption of these Accounting Standards and Interpretations did not have any significant impact on the financial performance or position of the Company. Any new or amended Accounting Standards or Interpretations that are not yet mandatory have not been early adopted.

During the fiscal year ended June 30, 2021, we applied a number of amendments to IFRS and Interpretations issued by the IASB that are effective for an annual period that begins on or after January 1, 2019. Their adoption has not had any material impact on the disclosures or on the amounts reported in our consolidated financial statements.

The new and revised International Financial Reporting Standards, Interpretations and amendments that have been issued but are not yet effective, are not expected to have a material impact on the amounts recognized or disclosures included in our consolidated financial statements.

Qualitative and Quantitative Disclosures About Market Risk

We are exposed to market risks in the ordinary course of our business. Market risk represents the risk of loss that may impact our financial position due to adverse changes in financial market prices and rates. Our market risk exposure is primarily the result of fluctuations in interest rates and foreign currency exchange rate risk.

Commodity Price Risk

We plan to initially fuel our Verdant HV Power Station entirely with sustainable biomass, such as forestry waste and/or timber residues and, upon obtaining the requisite governmental and regulatory approvals, gradually include commercial waste timber. We have secured expressions of interest to supply up to 0.9 million tonnes of biomass fuel and believe there is ample biomass available at economically feasible prices in New South Wales. However, a number of factors including continued decline in economic activity, adverse weather conditions and competition from other consumers of sustainable biomass could result in reduced supply or higher prices for sustainable biomass which could increase our costs to produce electricity. In the future, we may decide to address these risks through the use of fixed price supply contracts as well as commodity derivatives.

Interest Rate Risk

As of June 30, 2021, we had cash and cash equivalents of A$4.3 million (or US$3.2 million). We have limited exposure to interest rate risk. Our exposure to market interest rates relates primarily to the short-term deposits. The deposits are held with two of Australia’s largest banks. Our cash and cash equivalents are not locked into long-term deposits at fixed rates so as to mitigate the risk of earning interest below the current floating rate. We do not have any credit facilities bearing variable interest rates.

Future Arrangements

Any revenues we produce may subject us to market risks with respect to energy pricing. As we approach commercial operation, we may enter into hedging and futures arrangements. We may in the future enter into long-term offtake arrangements to mitigate these pricing risks, or we may enter into financial or physical energy hedges, including hedges that require delivery of a specified amount of energy at a specified time in return for a fixed price.

Implications of Being an Emerging Growth Company

We are an “emerging growth company” under the JOBS Act, and will continue to qualify as an “emerging growth company” until the earliest to occur of:

•	the last day of the fiscal year during which we have total annual gross revenues of US$1.07 billion (as such amount is indexed for inflation every five years by the SEC) or more;

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•	the last day of our fiscal year following the fifth anniversary of the completion of our first sale of common equity securities pursuant to an effective registration statement under the Securities Act;

•	the date on which we have, during the previous three-year period, issued more than US$1 billion in non-convertible debt; or

•

the date on which we are deemed to be a “large accelerated filer,” as defined in Rule 12b-2 of the Exchange Act, which would occur if the market value of our Ordinary Shares that are held by non-affiliates exceeds US$700 million as of the last day of our most recently completed second fiscal quarter.

Implications of Being a Foreign Private Issuer

Under Australian law, we prepare financial statements on an annual basis, and we are not required to prepare or file semi-annual or quarterly financial information.

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BUSINESS

Overview

In September 2018, we acquired the Redbank Power Station. In 2014, the Redbank Power Station was shut down for upgrades, which were partially completed, but the plant was never restarted due to broader financial considerations. The acquired Redbank Power Station included the primary power generating equipment, the plant system, both electrical and mechanical, 47 acres of land (approximately 50% of which is currently utilized) and all other related operating systems and facilities. We believe recommissioning the Redbank Power Station and converting it to run on biomass rather than coal tailings is an important first step in our strategy of becoming an early mover in the green hydrogen market in Australia. In addition, we expect the Redbank Recommission Project to provide multiple near-term environmental and economic benefits. The use of biomass as fuel will have the non-commercial benefit of making use of renewable timber resources that currently have limited markets and, ultimately, reduce the amount of waste timber being disposed to landfill sites.

Based on our management's experience and discussions with our external engineering consultant, Boiler & Power Plant Services Pty Limited (“B&PPS”), we believe that the Redbank Power Station’s CFBB combustion system can operate on biomass subject to feed system modifications. Upon completion of this offering and the receipt of the necessary development consent, we intend to complete the Redbank Recommission Project. The Redbank Power Station, once the Redbank Recommission Project is completed, will be renamed the Verdant Hunter Valley Power Station (or the “Verdant HV Power Station”) and will be powered using biomass consisting of wood waste that will initially come from sustainable forestry waste and/or sustainable timber residues. Following receipt of the requisite governmental and regulatory approvals, as described in “Regulatory Matters”, we also intend to use biomass from the waste and recycling industry for which we expect to receive tipping fees, as described in “Business—Sources of Revenue—Tipping Fees.” Based on estimates of our engineering consultants, B&PPS, we expect the Verdant HV Power Station will consume approximately 840,000 tonnes annually of biomass fuel. Based on industry metrics, the fuel to be used by the Verdant HV Power Station will eliminate the reporting of 950,000 tonnes of carbon dioxide equivalent emissions per year (under Australia’s National Greenhouse Energy Reporting scheme) compared to the Redbank Power Station’s previous operation and effectively achieve “net zero” emissions.

Based upon our analysis of publicly available industry reports, we estimate the replacement value of the Redbank Power Station to be A$495 million (or US$371 million) and the aggregate capital spending and operating costs to complete the Redbank Recommission Project to be approximately A$56.2 million (or US$42.1 million) (see “—Our Strengths”). We currently estimate the full recommissioning process, including a three-month initial trial period during which time we will test the operation and performance of the Redbank Power Station, to take up to 10 months from the completion of this offering, based on estimates for work from our engineering consultants and estimated timelines to receive relevant approvals. Initial project planning is under way, and we are in discussions with relevant permitting authorities and feedstock suppliers. The Redbank Recommission Project is dependent on timely receipt of the requisite governmental and regulatory approvals and the completion of this offering.

Once the Redbank Recommission Project is completed, we believe the Verdant HV Power Station will become one of Australia’s largest standalone green energy baseload generators (excluding hydroelectricity projects). Initially, we plan to operate the Verdant HV Power Station continuously on a 24 hours a day/7 days a week basis (subject to planned and unplanned outages) to generate green electricity for sale into the NEM. We

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will also seek accreditation under the REE in order to be eligible to receive LGCs and other green certificates. In order to be accredited to receive LGCs, we must submit an application to the CER which assesses it on its merits against the statutory qualifying criteria. The LGCs currently have monetary value and are tradeable in an active market in Australia.

Subsequent to the completion of the Redbank Recommission Project, and subject to the receipt of the requisite governmental and regulatory approvals and additional required financing, we also plan to commence the Verdant HV Hydrogen Project on our available vacant land adjacent to the Verdant HV Power Station. Upon completion of the Verdant HV Hydrogen Project, the Verdant HV Hydrogen Plant is expected to produce green hydrogen fuel using current electrolysis technology and powered by green electricity generated from our Verdant HV Power Station.

The Verdant HV Hydrogen Project is expected to be completed in two phases. In Hydrogen Project Phase 1, we would expect to use approximately 10 percent of the electricity generated from our Verdant HV Power Station to produce up to 6 tonnes of green compressed hydrogen per day. Hydrogen Project Phase 1 is forecasted to be completed within 20 months following the completion of this offering, subject to adjustment based on prevailing market conditions and assuming timely receipt of the requisite governmental and regulatory approvals, and additional capital spending of approximately A$26.0 million (or US$19.5 million), which would be funded by capital raised separately from this offering. In Hydrogen Project Phase 2, subject to prevailing market conditions, the receipt of the requisite governmental and regulatory approvals and the receipt of additional required capital, we plan to commence scaling up of our hydrogen production capacity to approximately 60 tonnes of compressed hydrogen per day, ultimately utilizing up to 100 percent of the electricity generated from our Verdant HV Power Station. Any remaining capacity is expected to be sold at the wholesale spot prices in the NEM. Hydrogen Project Phase 2 is forecasted to commence within 24 months following the completion of this offering and to require capital spending of approximately A$190.0 million (or US$142.4 million). We currently expect we will need to raise additional capital to finance each of the Hydrogen Project Phase 1 and Hydrogen Project Phase 2 through a mix of equity and debt financing. Decisions on each phase will be driven by market conditions and our ability to obtain the requisite governmental and regulatory approvals and additional financing. We plan to grow the production of green hydrogen based on market demand and financial returns relative to the sale of green electricity, subject to the requisite governmental and regulatory approvals.

In addition to our Verdant HV Hydrogen Project, we are actively exploring other opportunities throughout Australia to develop additional green hydrogen projects similar to the Verdant HV Hydrogen Project. In particular, we are seeking underutilized renewable energy generation assets (such as solar and wind farms where power generation is not being fully utilized by the grid) where we can co-locate a hydrogen production plant. Given the current renewable energy opportunities in Australia, and subject to funding, our goal would be to have multiple projects under various stages of development to support the creation of a green hydrogen production network. By leveraging our management’s experience, knowledge, and relationships in Australia’s renewable energy industry, we expect this network of green hydrogen projects to service both the domestic and export markets for green hydrogen. As the market for green hydrogen is in the early stages of development, we are also developing opportunities that facilitate the adoption of, and demand for, green hydrogen and that facilitate its export to what we anticipate to be high demand markets in Asia.

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Our anticipated timeline with respect to completing the Redbank Recommission Project and developing green hydrogen assets is outlined below.

Market Opportunity for Green Hydrogen

Upon the completion of the Redbank Recommission Project, we believe we will be well positioned to take advantage of the market opportunity created by the drive in Australia and neighboring markets towards net zero emissions. The Company believes it will benefit from current trends in the energy markets, including (i) the increasing global focus on the move away from fossil-based fuels to support decarbonization, (ii) green hydrogen’s potential role in addressing decarbonization, as outlined by the International Renewable Energy Agency and (iii) the leadership role being played by Australia and key countries in Asia, particularly Japan and South Korea, in promoting the use of green hydrogen in major industries and applications. Key initiatives relating to the green hydrogen market include:

•

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discussions in the United States House of Representatives. Additionally, Japan and South Korea have signed a cooperation agreement and letter of intent with Australia, respectively, to support future hydrogen export from Australia and to develop international certification standards for hydrogen trade.

•

In their 2020 bioenergy annual report the International Energy Agency concludes that modern biomass processes are globally recognized as having net zero emissions when coupled with fuel sourced from sustainable practices, as illustrated in the chart below. Achieving a “higher use” of waste through energy generation is also recognized by the Australian government as an essential component in the transition to a low carbon economy. As shown in the diagram below, the closed carbon cycle process begins with radiation from the sun and the sequestration of atmospheric CO₂ by plants during photosynthesis. Commercial processes (such as sugar cane production or plantation forest harvesting) provide residues, that when used as a fuel, achieve a higher use than other alternatives (such as producing electricity instead of burning it in the field) . Residues in Australia not used in bioenergy production are largely left on site, burned, or used for low value products, such as mulch.

Our Strengths

We believe that the following strengths position us to execute our business plans successfully:

•

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regulatory approval process and (iii) earnings based on the wholesale price of energy sold into the NEM, our entitlement to and average pricing of LGCs and tipping fees, and operating costs at levels similar to the historic operating costs of the Redbank Power Station. See “Business—Sources of Revenue.”

•

Our Verdant HV Power Station and Verdant HV Hydrogen Plant, once completed, are expected to have the flexibility to generate multiple revenue streams, including electricity sales, green certificates, tipping fees and revenue from the sale of green hydrogen. The Verdant HV Power Station, when operating solely on sustainable forestry and timber residues, is expected to generate income from the sale of electricity and the generation and sale of LGCs (until the program’s expiration in 2030). Following receipt of all applicable approvals, as described in “Regulatory Matters,” the Verdant HV Power Station can also generate tipping fees for disposing of commercial waste timber from commercial recycling sources. Following the planned construction and commencement of the Verdant HV Hydrogen Plant, we will begin to generate sales from the production of green hydrogen. We plan to grow the production of green hydrogen based on market demand and financial returns relative to the sale of green electricity, subject to the requisite governmental and regulatory approvals and the receipt of additional required financing. Additionally, we plan to build flexibility into our hydrogen contracts such that in times of high electricity demand or a shortage in supply leading to high energy prices, we are able to elect to sell green energy into the grid (subject to satisfying any green hydrogen offtake agreements).

•

Our Strategy

The key elements of our strategy include:

•

•	Leverage our expected position as an early mover in the green hydrogen market to identify and create a network of green hydrogen project opportunities to become a leading green hydrogen

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provider for Australia. We believe successful development of the Verdant HV Hydrogen Project would make us an early mover of green hydrogen production in Australia and allow us to build a significant position in the industry. We intend to leverage this position to build out a network of green power and green hydrogen projects. In addition, we are actively seeking opportunities to develop additional green hydrogen projects in multiple locations across Australia as well as develop or acquire low cost renewable generation that can be matched with electrolyzers for green hydrogen production. We believe Australia’s abundant local green energy resources and proximity to export markets, along with being an early mover in the green hydrogen market, will position us well to capitalize on the Australian market for green hydrogen.

•

•	Leverage our status as a U.S. publicly-traded company and access to the capital markets to support inorganic growth. We believe our initial public offering will provide us with a competitive advantage in developing and building out potential green hydrogen projects in Australia.

Our Projects

The Redbank Recommission Project

Our existing facility, the Redbank Power Station, was commissioned in 2001 as a 146 MW electric coal-fired power plant and operated through mid-2014. The facility has one of Australia’s only CFBB-type generators, which was designed to accommodate the use of lower energy fuels than traditional coal-fired plants, such as coal-tailings (which was the primary fuel source when the Redbank Power Station was operational) and biomass.

The Redbank Power Station generated an average of 0.9 million MWh of dispatchable electricity per year and generated positive earnings before interest, government levies and taxes, and extraordinary costs, excluding central management costs for refinancing and other consultants, in part as a result of favorable offtake arrangements. Following the global financial crisis in 2008, lenders sought repayment of outstanding loans of approximately A$200.0 million (or US$149.9 million) from the legal entity that owned the Redbank Power Station, Redbank Project Pty Limited (“RPL”). Following a period of accommodation, the lenders sold the outstanding RPL loans to a fund managed by an affiliate of Merrill Lynch. In October 2013, the fund exercised available remedies and took control of the Redbank Power Station loans, appointed receivers and managers and liquidated contracts and other assets to satisfy outstanding indebtedness under the RPL. The Redbank Power Station continued to operate under receivership until mid-2014 when it was shut down for A$17.0 million (or US$12.7 million) in upgrades and other maintenance. Although such upgrades were partially completed, as a result of the loss of certain offtake arrangements and unfavorable pricing conditions, the Redbank Power Station was not restarted and was held under “care and maintenance.”

In September 2018, we acquired the Redbank Power Station from Biogreen for A$5.9 million (or US$4.45 million), including acquisition costs, plus the Biogreen Success Fee and the Shareholder Success Fee. As discussed above, in February 2021 a restructuring of the remaining amounts payable occurred, which resulted in the Biogreen and Shareholder Success Fees being no longer payable.

The expenditures we incurred since acquiring the Redbank Power Station have been focused on development of the Redbank Recommission Project, which targets recommissioning of the Redbank Power Station to operate entirely on biomass with net zero CO₂ emissions to both generate green electricity for sale into the NEM and, eventually, to power our proposed Verdant HV Hydrogen Plant. We incurred capitalized expenditures of A$1.5 million (or US$1.1 million) on plant assessments, grid reconnection and capitalized interest in the period from the date of acquisition through June 30, 2021. Other costs incurred during that period were expensed. Such amounts expensed during the year ended June 30, 2021 are reported in our Consolidated Statement of Profit or Loss and Other Comprehensive Income for that period and totaled A$14.6 million (or

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US$10.9 million). These expenses were expended on maintaining the Redbank Power Station, employment of staff, preparation of reports and other assessments required for the requisite governmental and regulatory approvals, negotiation of feedstock supply arrangements and costs of finance. We plan to rename the Redbank Power Station the Verdant Hunter Valley Power Station following completion of the Redbank Recommission Project.

Redbank Recommission Project Budget

We have estimated that it will require approximately A$56.2 million (or US$42.1 million) in capital expenditures and operating costs to complete the Redbank Recommission Project, as set forth below:

Work Item	Budgeted Amount (in millions)
Capital Expenditures
Plant recommissioning/construction	A$21.9	US$16.4
Materials handling systems reconfiguration	5.0	3.8
Connections, licensing, plant spare parts inventory and water rights	10.6	7.9
Total Capital Expenditures	A$37.5	US$28.1

Operating Costs
Employment and other costs of recommencement	7.6	5.7
Fuel inventory	2.5	1.9
Working capital (including green hydrogen development)	8.6	6.4
Total Operating Costs	A$18.7	US$14.0

Total Capital Expenditures and Operating Costs	A$56.2	US$42.1

The Verdant HV Power Station

Since our acquisition of the Redbank Power Station in 2018, we have analyzed the process, costs and financial feasibility of the Redbank Recommission Project including with respect to:

•	Assessing the work required to recommission the Redbank Power Station into the Verdant HV Power Station, including detailed plans for plant recommission and construction and requirements for return to work.

•

Confirming the suitability of the Redbank Power Station to operate entirely on biomass and obtaining engineering designs for conversions of the Redbank Power Station for biomass operations. B&PPS, an Australian engineering firm that specializes in thermal power stations assessments confirmed the ability of the Redbank Power Station to operate using timber biomass as a feedstock within a range of heat and moisture specifications.

•	Working on interconnection matters for the recommissioning process and obtaining a quotation and timetable for the work required for the restart and recommissioning of the Redbank Power Station and scoping of work required for reconnection to the NEM.

For further information on the requisite governmental and regulatory approvals for the Redbank Recommission Project, see “Regulatory Matters—Environment and Planning Regulatory Framework.” We also have commissioned specialists in various other fields, including air quality, road traffic analysis, timber, waste recycling and generator recommission logistics, and conducted a cost-benefit analysis to assess the feasibility of the Redbank Recommission Project. The Redbank Power Station has an existing pumping and water station in the nearby Hunter River and we intend to purchase suitable water licenses on the open water market as necessary. See “Regulatory Matters—Environment and Planning Regulatory Framework—Water Access Licenses.”

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US$42.1 million). Based on our analysis, we have determined that recommissioning the Redbank Power Station would support our long-term strategy of seeking to become an early mover in the green hydrogen market in Australia and, eventually, Asia by providing a reliable source of green energy that will ultimately serve as the primary power source of the Verdant HV Hydrogen Plant. Initially, we plan to operate the Verdant HV Power Station 24 hours a day/7 days a week (subject to planned and unplanned outages) to generate green electricity for sale into the NEM, while providing multiple near-term environmental and economic benefits.

Estimated Timeline

Based on work done to date, and subject to completion of this offering and obtaining all requisite governmental and regulatory approvals, we estimate that it will take at least 10 months to achieve full commercial operation of the Verdant HV Power Station on biomass. Our current anticipated timeline for the Redbank Recommission Project is outlined below.

As part of our Redbank Recommission Project, we plan to continue to work on the various activities in the following order:

•

Continue seeking all applicable approvals to enable the use of biomass instead of coal tailings, as described below in “Regulatory Matters—Environment and Planning Regulatory Framework,” which we expect to be completed within five to eight months following the completion of this offering. We have filed an application to modify the existing development consent granted by Singleton Shire Council in March 1994 for the Redbank Power Station by adding the ability to operate entirely on biomass as fuel (which application is currently pending in the Australian court system) and, as an alternative process, if the Company is not granted the modification, plan to file a separate new development application concerning the right to operate entirely on biomass. Further approvals will be subsequently sought to enable us to use other commercial waste timber as a fuel source at the power station;

•	Finalize quotations for any major expense items, which we expect to be finalized within six months following the completion of this offering;

•

Continue engagement with one of our engineering consultants to manage the discussions with the electricity distribution company to physically connect to the grid. Once completed, an application will be submitted to the Australia Energy Market Operator (the “AEMO”) for approval as a generating power station connected to the grid. We expect this entire process, including reconnection to the grid, to be completed within eight months following the completion of this offering;

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•	Continue our pre-commissioning work at the Redbank Power Station on pre-testing, instrument and valve condition reports and replacement (where necessary), which we expect to be completed within nine months following the completion of this offering; and

•	Finalize agreements with contractors for engineering procurement, construction and management and develop and retain human resources and implement safety and environmental reporting processes, which we expect to be completed within nine months following the completion of this offering.

Following our receipt of the modification or alternative development approval to utilize biomass at the Verdant HV Power Station (the “Redbank Development Approval”), as described below in “Regulatory Matters—Environment and Planning Regulatory Framework,” we expect to:

•	Negotiate and complete transactions to acquire necessary feedstock;

•	Complete acquisition of water rights through negotiation on the open market, which we expect to be completed within eight months following the completion of this offering;

•	Complete materials handling system modifications to address the use of biomass, which we expect to be completed within nine months following the completion of this offering; and

•	Complete recommissioning, which we expect to be completed within 10 months following the completion of this offering.

We expect to complete the modification of the Redbank Development Approval or receive the alternative development approval to utilize biomass at the Verdant HV Power Station within five to eight months following the completion of this offering and the other various necessary approvals to be obtained in the ordinary course. We would then expect to be able to complete all recommissioning work within 10 months following the completion of this offering. Any delay in the receipt of the requisite governmental and regulatory approvals will result in a delay of the Redbank Recommission Project.

While we expect to receive the development consent described above within five to eight months following this offering and expect that following the receipt of such consent, the remaining governmental and regulatory approvals will be forthcoming in the ordinary course, obtaining and renewing these approvals and licenses is a complex and time-consuming process. There is a risk that the relevant consent authority will not grant a consent (either a modified consent or a new standalone consent) for the use of biomass fuel. There is also a risk that the development consent is granted but it is subject to conditions that are not commercially viable for us to comply with or that if a modified consent or a standalone consent is granted, a third party objector to the grant of the consent could commence proceedings challenging the decision of the consent authority.

As of the date of this prospectus, the Company has not received the relevant development consent to convert the Redbank Power Station for biomass fuel use. In October 2020, the Company filed an application to modify the existing development consent with the local council. In May 2021, the Company filed an appeal with the NSW Land and Environment Court to expedite determination of the modification to the existing development consent. The Company expects a court determination regarding its modification application by April 2022. If the NSW Land and Environmental Court does not grant the modification to the Company's existing development consent, the Company may appeal the court's decision or apply for a new standalone develeopment consent or both. The Company has not filed an application for a new standalone development consent that will allow for the conversion of the Redbank Power Station to a biomass fueled power plant, although the Company has commenced preparation of the environmental assessments that would be required for a standalone development consent application if this pathway needs to be pursued. If the Company files for a new standalone consent, the Company anticipates that a determination regarding such standalone consent would likely not be made until the fourth calendar quarter of 2022.

We believe the Verdant HV Power Station will become one of the largest single site, baseload renewable energy-based electricity plants in Australia, excluding the country’s hydroelectricity plants. Once operational, we anticipate that the Verdant HV Power Station will generate approximately one million MWh of green electricity per year, which we estimate is an output equivalent to the total potential output of a solar farm between 302-450MW in New South Wales. The largest solar farm currently in New South Wales, in comparison, has a generation capacity of 275 MW (Darling Point).

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Biomass as Fuel Source

Forestry Waste and Timber Residues. Upon receipt of the requisite governmental and regulatory approvals, we plan to initially use forestry waste and timber residues to fuel the Verdant HV Power Station. Based on our estimates, we expect to require approximately 840,000 tonnes of biomass per annum. The New South Wales timber industry harvests approximately 6.6 million m³ or an estimated 2.3 million tonnes of timber products per annum. The industry only utilizes approximately 56% of harvested timber, with the balance going to waste. We plan to source forestry waste and uncontaminated timber residues from multiple local operators including harvesters and sawmills in our region. We have secured expressions of interest to supply up to 0.9 million tonnes of fuel, more than our forecasted requirements.

Commercial Waste. Upon receipt of the requisite governmental and regulatory approvals, we intend to gradually introduce commercial waste timber, such as construction and/or demolition timber, in our composition of biomass utilized to fuel the Verdant HV Power Station. The waste management and recycling industry in New South Wales is diverse and includes large and small operators participating in activities from waste collection and transportation, to material recovery, and landfill ownership and operation. A separate development consent will also be required for the additional use of commercial waste timber in the Power Station. Commercial waste timber is not currently an eligible waste fuel under the EPA’s Eligible Waste Fuel Guidelines. Therefore, the Company will need to request that the EPA add the proposed commercial waste timber fuel to the categories of eligible biomass waste fuels in the EPA Eligible Waste Fuel Guidelines or alternatively the Company will need to request amendments to the Energy from Waste Infrastructure Plan to enable the use of this type of fuel. Utilization of commercial waste timber will provide us with an additional source of revenue upon obtaining the requisite governmental and regulatory approvals to use commercial waste timber as biofuel, as described in “Regulatory Matters”, as we anticipate charging “tipping fees” to companies and waste operators for disposal of such commercial waste timber. If we are permitted to use commercial waste timber as a fuel, we believe that we can replace over 45% of our feedstock needs with such commercial waste timber, which would substantially reduce the net cost for our fuel.

Overview of the Verdant HV Hydrogen Project

Subject to the receipt of additional required capital and the requisite governmental and regulatory approvals, we expect to commence Hydrogen Project Phase 1, which will involve the construction of a scalable, green hydrogen production plant that would initially produce up to 6 tonnes of compressed green hydrogen per day. We intend to co-locate the Verdant HV Hydrogen Plant adjacent to the Verdant HV Power Station. We have commenced the approval process to obtain development approval to construct the initial 6 tonnes per day green hydrogen plant at the Verdant HV Power Station and have filed relevant documentation with the Department of Planning and Industry. See “Regulatory Matters—Environment and Planning Regulatory Framework.” We expect to receive approval for Hydrogen Project Phase 1 within 10 months following the completion of this offering and, subject to completing relevant funding arrangements and obtaining the requisite governmental and regulatory approvals, we plan to complete Hydrogen Project Phase 1 within 20 months following the completion of this offering. The cost of Hydrogen Project Phase 1 is estimated to be A$26 million (or US$19.5 million), however, we expect prices for the relevant equipment to continue to decrease as a result of improvements in technology, and we intend to finalize purchase agreements with an electrolyzers supplier closer to the planned construction date. The electrolyzer technology utilized to produce hydrogen is well-developed and there are many suppliers from which to purchase the required equipment. In Hydrogen Project Phase 2, subject to prevailing market conditions as well as the requisite governmental and regulatory approvals and the availability of additional required capital on favorable terms, we plan to commence scaling up of our hydrogen production capacity to approximately 60 tonnes of compressed hydrogen per day, ultimately utilizing up to 100 percent of the electricity generated from our Verdant HV Power Station. Current technology is in many cases modular and we will obtain quotations from multiple suppliers for Hydrogen Project Phase 2, which we expect could cost as much as A$190 million (or US$142.4 million). Our Verdant HV Hydrogen Project will be powered by green energy supplied directly from the Verdant HV Power Station.

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The timeline with respect to each phase of the Verdant HV Hydrogen Project is outlined below.

We have completed an initial financial model and review of key parameters and have initially determined it to be financially viable for us to produce up to 6 tonnes of compressed hydrogen per day at a sale price of A$6.50/kg (or US$4.87/kg) during Hydrogen Project Phase 1, which price is consistent with third-party estimates for the green hydrogen market. Currently, Hydrogen generally sells at a price of approximately US$13.50/kg at the pump in the United States and the United Kingdom and in the range of approximately US$9-14/kg in Germany. Key assumptions in our initial analysis include suitable offtake agreements being in place, the addition of transport and storage facilities and obtaining the requisite governmental and regulatory approvals. We believe these assumptions are reasonable based on our discussions with market participants, including potential third-party domestic governmental off-takers. We plan to enter into firm offtake agreements for all or a substantial portion of planned green hydrogen production while we continue to work through the development approval process and plan to have such approvals in place prior to making a final commitment to commence physical construction of the Verdant HV Hydrogen Plant. We expect that the governmental and regulatory approval process for the Verdant HV Hydrogen Project will be completed within 10 months following the completion of this offering. We anticipate that Hydrogen Project Phase 1 will be completed within 20 months following the completion of this offering, subject to our ability to raise additional funds for construction and the receipt of the requisite governmental and regulatory approvals. For further information on the requisite governmental and regulatory approvals for the Verdant HV Hydrogen Project, see “Regulatory Matters—Environment and Planning Regulatory Framework.”

Following the completion of this offering, we plan to conduct a full-scale feasibility study with respect to Hydrogen Project Phase 2 to confirm the financial viability of the Verdant HV Hydrogen Project based on the use of best available technology at peak production of up to 60 tonnes of compressed hydrogen per day, and assess the costs and effects of adding liquefaction. We expect to secure MOUs with potential customers following this offering and finalize offtake agreements prior to commencing the construction of the Verdant HV Hydrogen Plant.

Sources of Revenue

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Management has calculated expected EBITDA using assumptions and forecasts of key inputs to operations, including:

•	the pricing of electricity sold at spot on the NEM (assuming a price of A$50/MWh (or US$36/MWh));

•	the eligibility for LGCs and their average sale price (assuming a price for LGCs of A$25/MWh (or US$18/MWh) during the initial years of operation);

•	the ability to negotiate tipping fees (upon obtaining the requisite governmental and regulatory approvals to use commercial waste timber as biofuel, as described in “Regulatory Matters”) and their expected pricing for a portion of feedstock (assuming tipping fees of A$50/tonne (or US$36/tonne));

•	the cost of delivered feedstock at an estimated price of A$35/tonne (or US$26/tonne) for delivery to the Verdant HV Power Station of an estimated 400,000 tonnes of material per annum, as discussed further below;

•	the costs of other fuel inputs of A$5/tonne (or US$4/tonne) based on the total fuel consumption; and

•	operating, administration and management costs (at similar levels with the historic costs of the Redbank Power Station) of approximately A$27/MWh (or US$20/MWh).

The Company’s assessment of each of these variables is set forth below.

Verdant HV Power Station

Based on our management's experience and discussions with external engineering consultants, B&PPS, we estimate that upon recommissioning, the Verdant HV Power Station will be capable of producing approximately one million MWh of electricity per annum. The Verdant HV Power Station has the potential to generate revenue via four income streams:

•	the sale of approximately 1,000,000 MWh per annum of electricity to the NEM immediately upon recommissioning and connection to the grid. According to AEMO, the average annual price in New South Wales per MWH over the past five years has ranged from A$64-A$89 (or US$47-US$66).

•

the sale of approximately 1,000,000 LGCs per annum that we expect to obtain due to the use of eligible biomass material as fuel (upon obtaining appropriate regulatory accreditation, which we expect to receive prior to the completion of the Redbank Recommission Project and until the expiration of the LGC program in 2030). According to the CER, the average annual price per certificate over the past five years has ranged from A$39-A$85 (or US$29 -US$64);

•

tipping fees on commercial waste timber of an estimated 250-420,000 tonnes per annum negotiated with suppliers of commercial waste (upon obtaining the requisite governmental and regulatory approvals to use commercial waste timber as biofuel). According to the EPA, the average levy payable over the past five years per tonne has ranged from A$77-A$84 (or US$57 -US$63); and

•	the provision of ancillary services, such as frequency control ancillary services, to the NEM.

Information on each of these sources of revenue is set out in more detail below.

Sale of electricity via the wholesale spot market

The NEM average annual spot wholesale market pricing in New South Wales as reported by AEMO for the 12 months ended June 30, 2021 was A$64.81/MWh (or US$48.58/MWh). For the 5 months ended November 30, 2021, the average spot wholesale price in New South Wales was A$63.82/MWh (or US$47.83/MWh). Current market forecasts indicate that through 2030, spot market prices in NSW will be in the range of A$62 to A$76/MWh (or US$47 to US$57/MWh).

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Financial year ended June 30,	NSW Base Average annual price per MWh	NSW Base Average lowest monthly price per MWh	NSW Base Average highest monthly price per MWh
2017	A$81.22	A$44.88	A$277.26
2018	A$82.27	A$66.71	A$128.32
2019	A$88.56	A$74.99	A$156.44
2020	A$71.95	A$40.37	A$185.29
2021	A$64.81	A$35.13	A$253.10
2022 YTD (through November 30)	A$63.82	A$48.90	A$124.01

Sale of LGCs

In addition to generating green electricity for sale into the grid, we plan to seek accreditation under the REE in order to be eligible to receive LGCs. The REE provides that accredited electricity generators that utilize allowable sources of fuel can be entitled to create and sell LGCs. We plan for the Verdant HV Power Station to utilize wood waste as its fuel source. Eligibility of wood waste under the REE is defined in the Renewable Energy (Electricity) Regulations 2001 (REER) Division 2.2, Clause 8 to include:

•	waste productions from the construction of buildings;

•	sawmill residue; and

•	biomass from a native forest that has been harvested for a purpose other than as energy production.

Once we have received the accreditation of the Verdant HV Power Station under the REE, which we expect to receive prior to the completion of the Redbank Recommission Project, the Company may create LGCs for eligible, green electricity generated by the Verdant HV Power Station. Each LGC is created per megawatt hour (MWh) of eligible electricity generated by the Verdant HV Power Station. Electricity generated from an allowable source as provided in the REE is eligible to be included in the calculation of the number of LGCs created. Under the REE, the Company would submit a claim for LGCs in the Renewable Energy Certificate Registry (“REC Registry”) maintained by an Australian government body, the CER. The CER would then review the eligibility of the LGCs created based on regular reporting of fuel sources and energy production provided by the Company and, once approved, will register the eligible LGCs in the REC Registry. Receipt of governmental and regulatory approvals can be uncertain, as described in “Risk Factors—Risks Related to Government Regulation.”

Registered LGCs can then be sold and transferred to entities with obligations as defined under the REE, such as energy retailers. LGCs may be sold to those entities via direct negotiation or via an open market, subject to a maximum price of A$65 (or US$48) per MWh specified in the REE. The Renewable Energy Target system is due to terminate in 2030 after which time the Verdant HV Power Station will not be able to claim and sell further LGCs.

LGC spot market pricing at June 30, 2021 was A$33/certificate (or US$24/certificate) (i.e., per MWh). LGC spot prices have traded in a range of A$33/MWh to A$49/MWh (or US$24/MWh to US$36/MWh) in the 12 months ending November 30, 2021. Market reports indicate that LGC supply will exceed demand in the period from 2022 to 2030 and the Company expects that LGC prices will continue to gradually decline over that period.

Financial year ended June 30,	Average annual price per certificate	Average highest monthly price per certificate	Average lowest monthly price per certificate
2017	A$85	A$90	A$76
2018	A$84	A$87	A$78
2019	A$54	A$79	A$31
2020	A$40	A$52	A$27
2021	A$39	A$49	A$32
2022 YTD (through November 30)	A$37	A$42	A$33

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Tipping Fees

In order for the Company to receive tipping fees, it is required to obtain EPA approval to use commercial waste timber in the Verdant HV Power Station. We will commence receiving commercial waste timber thereafter. Once we receive EPA approval, we expect to obtain approximately 50% of our total biomass stock from commercial waste timber. We anticipate that tipping fees will be negotiated with each commercial waste handling company. There is no transparent market that enables past pricing for this commercial waste timber to be observed. We expect that the tipping fee will be linked to the amount payable by commercial waste handling companies to dispose of material in landfill sites, less costs that will be incurred to deliver the waste in a chipped and dried form to the Verdant HV Power Station.

The cost to commercial waste handlers to dispose of commercial waste timber material varies by region, size of load, nature of material and the amount of reprocessing needed prior to disposal. The amount payable consists of two components, (i) a levy (“Waste Levy”) that is charged by the Government of New South Wales in certain regions of the state and (ii) a variable fee charged by the commercial operators of the landfill sites. The amount payable is dependent on the local government area (Council area), and a different levy applies for those designated as Metropolitan Councils (“MLA”) and those designated as Regional Councils (“RRA”). These regions are largely located in the eastern part of the state and the Regional Councils encompass the Hunter Valley region where the Verdant HV Power Station is located. The Waste Levy is calculated depending on where the commercial waste was sourced and where it is being disposed. We anticipate we will source commercial waste timber for use in the Verdant HV Power Station from the Hunter Valley region.

Financial year	Waste Levy payable per tonne of material MLA	Waste Levy payable per tonne of material RRA
2021-22	A$147.10	A$84.70
2020-21	A$146.00	A$84.10
2019-20	A$143.60	A$82.70
2018-19	A$141.20	A$81.30
2017-18	A$138.20	A$79.60
2016-17	A$135.70	A$78.20

Source: NSW EPA

The Company expects that a tipping fee, net of handling, transport and processing costs, for chipped material ready to be used in the Verdant HV Power Station will be in the order of A$30/tonnes (or US$22/tonnes) of material accepted (upon obtaining the requisite governmental and regulatory approvals to use commercial waste timber as biofuel, as described in “Regulatory Matters”). Management expects around 50% of its feedstock will generate tipping fees, and that the tipping fees will rise in future years as access to landfill capacity continues to be constrained and landfill waste continues to grow.

Ancillary Services

We may be able to earn extra revenue in the NEM if we provide compensable ancillary services. One example is the provision of frequency control ancillary services that help to stabilize the grid. The AEMO usually procures these services from baseload generators.

Estimates of Costs

Biomass Feedstock

We estimate that the Verdant HV Power Station will consume approximately 840,000 tonnes annually of biomass fuel. Applicable approvals are currently being sought for the feedstock to consist of timber biomass from waste forestry residues. We anticipate that the estimated 840,000 tonnes of feedstock required will be wholly comprised of forest and timber residues in the first full year of plant operation. Once we receive the requisite governmental and regulatory approvals to consume commercial waste timber, we expect to use approximately 250,000 tonnes per annum of commercial waste timber, which does not have a cost of acquisition (and for which we expect to receive tipping fees, as discussed above), and thereafter use up to approximately 420,000 tonnes per

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annum. Discussions held by the Company with various suppliers indicates that the required volume for processed, ready -to -use and delivered -to -site waste forestry residues could be purchased at a price of A$35 to A$40/tonne (or US$26 to US$29/tonne) for delivery to the Verdant HV Power Station.

Other Fuel Inputs

In addition to the biomass feedstock, the process of operating the power station to generate electricity will require other inputs such as base bed materials, chemicals, startup fuels, externally purchased electricity and water charges. Based on an estimated annual biomass feedstock consumption of approximately 840,000 tonnes annually of biomass fuel. We estimate the costs of such other inputs (based on past operations) to be A$8 to A$10/tonne (or US$5 to US$7/tonne).

Operating Costs

In addition to the cost of feedstock, the major operating and overhead costs are employee salaries, regular and unscheduled maintenance, compliance, insurance and general administrative overhead. We anticipate that the Verdant HV Power Station will have similar costs of operation, before allowance for inflationary increases and costs not previously incurred, to those prior to the closure of the Redbank Power Station in 2014. Based on our analysis of the audited financial statements of the entity that previously owned the Redbank Power Station, we have concluded that operating costs (excluding direct costs such as feedstock, interest, government taxes and levies, depreciation, movement in financial instruments, management fees and related entity charges) ranged between A$25/MWh to A$30/MWh (or US$18/MWh to US$22/MWh) in the fiscal years 2009 to 2013.

Verdant HV Hydrogen Plant

Upon the completion of the Verdant HV Hydrogen Project, we plan to generate additional revenue through the sale of the Verdant HV Hydrogen Plant’s outputs of hydrogen. Upon completion of Hydrogen Project Phase 1, we expect the Verdant HV Hydrogen Plant will have the capacity to produce approximately 2,000 tonnes or 2,000,000 kgs of hydrogen per annum. Upon completion of Hydrogen Project Phase 2, we expect the Verdant HV Hydrogen Plant will have the capacity to produce hydrogen to increase to 20,000 tonnes or 20,000,000 kgs of hydrogen per annum.

There is limited information available for comparable pricing of green hydrogen at a wholesale level. In our financial modeling, we have assumed a sale price of A$6.50/kg (or US$4.87/kg) of compressed hydrogen based on discussions with potential commercial counterparties.

Upon the commencement of hydrogen production, we expect electricity produced by the Verdant HV Power Station will be mostly consumed by that process. We may continue to sell electricity to the NEM when wholesale energy prices are high in peak periods.

The Company plans to operate the Verdant HV Hydrogen Plant on an incremental cost basis as part of the Verdant HV Power Station. Management, key maintenance personal and other overheads will be utilized to oversee its operation. The incremental costs of producing hydrogen are estimated A$3.70/kg (or US$2.77/kg). The incremental costs include allowance for energy supplied by the Redbank Power Station at A$50/MWh (or US$36/MWh).

Competition

We will be operating in a competitive regulated energy market. We plan to sell our electricity unhedged on a merchant only basis into the NEM, which is a regulated wholesale energy-only gross pool through which electricity is traded by market participants. All electricity generators with at least 30 MW capacity must trade their electricity through the NEM. The NEM is a dynamic pool and will have five minute trading and settlement intervals when we commence operations. Such regulation can diminish the impact of bigger generators some of the time. However, we have no control over the pricing of energy in the NEM and there may be times when we are exporting electricity at prices below cost. This can happen in a regulated and competitive market like the NEM where there are many competing generators, including intermittent renewable generators that generate electricity at the same time. However, as a green baseload generator, we expect to be able to generate and export electricity in times of high demand and pricing when other intermittent renewable generators cannot.

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If we decide to sell some or all of our electricity between the commencement of operations of the Verdant HV Power Station until the development of the Verdant HV Hydrogen Project other than on a merchant only basis, we will need to secure power purchase agreements with third parties. The market for power purchase agreements is highly competitive with consequent downward pricing pressure. This may also necessitate us to engage in hedging strategies where the market for counterparties is concentrated.

We also face geographic competition. If other power generation projects decide to locate themselves near our location, this may put strain on the transmission and distribution network to which we connect resulting in congestion, a potential reduction in marginal loss factors attributable to our plant and lower energy pricing. However, the NSW government has proposed designating the Hunter-Central Coast area where the Redbank Power Station is located as a Renewable Energy Zone (“REZ”). As a result, we believe there is NSW government support for power projects in our region compared to power projects in regions outside of the REZ. Furthermore, as a baseload generator, we are more likely to be dispatched in times of high demand for electricity day or night.

We also plan to generate revenues from LGCs. There is a very competitive market for the supply of LGCs, which could result in long term downward pressure on pricing. We may also earn revenue from the provision of ancillary services such as frequency control ancillary services to the NEM.

We cannot predict with any certainty the market conditions for the supply of biomass fuel. However, we believe we are well-positioned to be one of the biggest standalone green baseload generators in Australia (excluding hydroelectricity) and to be a key participant in the biomass supply chain in NSW.

Legal Proceedings

In the normal course of business, we may be subject to various legal, judicial and administrative proceedings. In October 2020, the Company filed an application to the local council to modify the existing development consent to enable the Redbank Power Station to operate using a fuel source of 100% biomass waste. No determination has been made by the local council regarding the Company's modification application. On May 7, 2021, the Company filed an appeal with the NSW Land and Environment Court to expedite a determination of the modification to the existing development consent. The Company expects a court determination regarding its modification application by April 2022. If the NSW Land and Environmental Court does not grant the modification to the Company's existing development consent, the Company may appeal the court's decision or apply for a new standalone development consent or both. The Company has not filed an application for a new standalone development consent that will allow for the conversion of the Redbank Power Station to a biomass fueled power plant, although the Company has commenced preparation of the environmental assessments that would be required for a standalone development consent application. If the Company files for a new standalone consent, the Company anticipates that a determination regarding such standalone consent would likely not be made until the fourth calendar quarter of 2022. See “Regulatory Matters — Environment and Planning Regulatory Framework.”

Employees

As of November 30, 2021, we had 17 total employees. We consider our relationship with our employees to be good and have not experienced interruptions of operations due to labor disagreements.

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REGULATORY MATTERS

General

Sovereignty over the regulation of electricity in Australia is primarily vested in the individual States and Territories under Australian constitutional law as opposed to the Federal Government of the Commonwealth of Australia (which we refer to throughout this section as the “Federal Government”). This means that the individual States and Territories are entitled to set the rules for the governance of energy, including electricity, in each of their respective jurisdictions to the extent they have not agreed otherwise with the Federal Government.

Certain States and Territories (the Australian Capital Territory, New South Wales, Queensland, South Australia, Tasmania and Victoria) decided with the Federal Government in the 1990s to establish what is now known as the NEM in order to uniformly regulate the generation, system connection, transmission, distribution and sale of electricity across the jurisdictions which subscribe to the NEM. The NEM was established pursuant to the National Electricity (South Australia) Act 1996 (South Australia) which adopted the National Electricity Law (“NEL”) and National Electricity Rules (“NEM Rules”) which govern the NEM and its operation. The NEM Rules set out and clarify the responsibilities, obligations, duties and functions of the various market participants in the NEM. The NEL is applied as law in Australian Capital Territory, New South Wales, Queensland, South Australia, Tasmania and Victoria by application legislation whereby each of those States and Territory adhere to the NEM, the NEL and the NEM Rules. The National Electricity (New South Wales) Act 1997 (New South Wales) facilitates the application of the NEM in New South Wales.

National Electricity Market

The NEM is the largest interconnected electricity network in the world covering in excess of 45,000 kilometers of transmission and distribution lines stretching from Far North Queensland to the border with Western Australia and across the Southern Ocean to Tasmania.

Electricity generators with at least 30MW capacity must register as a NEM market participant.

The NEM is a wholesale energy-only gross pool through which electricity is traded by market participants (licensed generators and retailers). There is no capacity payment mechanism in the NEM. The NEM uses dynamic spot pricing for the energy traded through it which is calculated on a regional basis for each of the participating States and Territories based on trading intervals of five minutes settled on a five minute basis. This means, for example, that the spot price in Queensland may not be the same as the spot price in New South Wales for any given trading interval. The NEM Rules allow for a maximum price cap and a minimum market floor price for spot prices, which are reviewed quadrennially. From July 2020, this cap and floor is set at A$15,000 MW/h (or US$ 10,944 MW/h) (adjusted annually for inflation) and A$1,000 MW/h (or US$729 MW/h), respectively.

Principal NEM Regulatory Bodies

The Australian Energy Regulator (“AER”) is part of the Australian Competition and Consumer Commission (“ACCC”). It is responsible for the economic regulation and enforcement of those parts of the energy sector in Australia which are subject to regulation and the NEL. The ACCC is an anti-trust and consumer protection agency which can investigate and prosecute breaches of Australia’s anti-trust and consumer protection laws. The Australian Energy Market Commission (“AEMC”) is responsible for making and amending the NEM Rules, based on proposals from market participants or competent stakeholders and undertaking market reviews. The AEMO is the NEM operator and network planner. The AEMO is responsible for ensuring system stability and supervises the operation of the NEM Rules. It has a key responsibility in dealing with connection standards requirements as specified by the NEM Rules and making determinations of marginal loss factors for generators. The CER administers the renewable energy target scheme as established by the Renewable Energy (Electricity) Act 2000 (Cth) (“REE”).

Renewable energy

The Federal Government has implemented support initiatives for renewable energy generation in Australia primarily via the RET for renewable energy projects. It has also established two key support agencies via the federally owned Australian Renewable Energy Agency (“ARENA”) and the Clean Energy Finance Corporation

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(“CEFC”). ARENA provides financial and technical assistance for Australian renewable energy technology and innovation. CEFC is a debt and equity funder for renewable and sustainability projects across Australia. While the Company has no plans to seek ARENA or CEFC assistance, it may do so in the future.

The REE

The REE is a federal government scheme established pursuant to the Renewable Energy (Electricity) Act 2000 (Cth) that aims to facilitate the growth of renewable electricity generation to 23.5% of all electricity generation by 2020 administered by the CER. Although this target has been achieved, the REE has an end date of 2030. The REE allows for financial incentives for utility scale renewable power generation in the form of LGCs for the development or expansion of renewable energy power stations. One MWh of qualifying renewable energy generated will entitle the producer to one LGC. In order to be accredited to receive LGCs, the renewable generator applicant must submit an application to the CER which assesses it on its merits against the statutory qualifying criteria. The principal criterion is whether the power is generated from an approved renewable source, which includes wood waste, agricultural waste, landfill gas, food waste, biomass-based components of municipal solid waste, bagasse and black liquor as well as solar and wind.

Certain entities such as licensed electricity retailers are required by annual statutory obligations to obtain LGCs. The LGCs are created by accredited renewable generators when they produce and sell renewable energy. Such renewable power generation companies then sell their LGCs to entities, such as licensed electricity retailers, that are statutorily required to obtain them, who in turn surrender them to the CER. LGCs are not traded through the NEM. LGCs are tradeable in their own right and constitute a separate property right. Consequently, there are separate markets for power and LGCs, each subject to independent pricing and transactional arrangements.

Environment and Planning Regulatory Framework

A number of commonwealth, state and local regulatory approvals are required in order for the Company to complete the recommissioning of the Redbank Power Station and to further develop the Verdant HV Power Station and the Verdant HV Hydrogen Project. A summary of the key governmental and regulatory approvals and actions required to be undertaken are as follows.

Development consent requirements under State planning laws

The New South Wales planning system has a risk-based approach to development. The pathway to obtain consent involves the filing of a development application with the relevant consent authority under the NSW Environmental Planning and Assessment Act 1979.

The relevant consent authority is usually the local council but can sometimes be the NSW State Government Department of Planning, Industry and Environment or the Minister for Planning. The NSW Land and Environment Court also has the power to grant consent.

In order to obtain development consent, the development must be permissible on the land where it is proposed to be carried out. Development can be permissible under the provisions of the relevant Local Environmental Plan or a State Environmental Planning Policy.

The Company’s planned power plant is permissible on the land on which it is currently located or proposed to be located pursuant to the State Environmental Planning Policy (Infrastructure) 2007 and the Singleton Local Environmental Plan, respectively.

The procedures for applying for development consent, the level of environmental assessment required, the notification requirements and appeal rights will differ depending on how a development is characterized.

Development consent was granted by Singleton Shire Council in March 1994 for the Redbank Power Station. This development consent permits the construction and operation of a power plant utilizing coal washery tailings and reject coal from an adjacent coal mine as its primary fuel source. The conditions of the initial development consent were subsequently amended by the Land and Environment Court in 1997 to approve the development of the current Redbank Power Station (prior to any recommissioning activities). The Redbank Power Station is permitted under the existing development consent to operate until April 2031.

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The existing development consent will either need to be modified or a new standalone development consent will need to be granted to:

•	extend the operating life for the Redbank Power Station beyond 2031; and

•	authorize the use of biomass material (or other construction waste) as part of the recommissioning of the Redbank Power Station and the operation of the Verdant HV Power Station.

Both of the available planning approval pathways are triggered by different criteria as follows:

•	The existing development consent can be modified by the local council if certain statutory requirements are satisfied, namely, if the development that is the subject of the application is substantially the same as the development that was originally approved; or

•

A new standalone development consent could be sought from either the local council or the New South Wales State government. The relevant consent authority is determined based on the size, scale and cost of the proposed development to be carried out. Specifically, the New South Wales state government must be the consent authority if the development will have a capital investment value of more than A$30 million. The capital investment value of a development includes all costs necessary to establish and operate the project, including the design and construction of buildings, structures, associated infrastructure and fixed or mobile plant and equipment. If the capital investment value is less than A$30 million, then the local council will be the relevant consent authority.

The Company can and may pursue both forms of development consent (i.e., both a modified consent and a new standalone consent). As of the date of this prospectus, the Company has filed an application for a modified consent but it has not filed an application for a new standalone consent, although the Company has commenced preparation of the environmental assessments that would be required for a standalone development consent application. In October 2020, the Company filed its application to the local council to modify the existing development consent to enable the Redbank Power Station to operate using a fuel source of 100% biomass waste. This modification application has not been determined by the consent authority yet. There is no statutory timeframe in which the consent authority must determine the modification application. However, if the application is not determined within 60 days after filing, the Company can file an appeal to have the matter determined by the NSW Land and Environment Court in order to expedite a determination. On May 7, 2021, the Company filed this appeal with the Court and is expecting a determination in relation to the modification application by April 2022. To simplify the assessment of the current modification application, this application only seeks approval for the change in fuel source from coal tailings and washery rejects to up to 100% biomass waste from sustainable forestry waste and/or sustainable timber residues, which are defined as eligible waste fuels by the NSW EPA, and associated minor physical changes to fuel delivery arrangements. The application does not include a request for an extension of the operating life of the Redbank Power Station, as any extension of operating life may be sought at any time prior to April 2031.

At the same time, the Company is preparing documentation required for an application for a new separate standalone development consent for the use of 100% biomass at the Redbank Power Station to be obtained from the local council. This separate standalone development consent would only be required if the current modification pathway that is being pursued by the Company is not successful. Pursuing these two alternative processes, either concurrently or sequentially, for the same development is permissible and not unusual in these circumstances. The approval process through the local council is generally simpler and shorter and the environmental assessment requirements are usually less onerous. As of the date of this prospectus, the Company has not been granted a modification to the existing development consent to convert the Redbank Power Station for biomass fuel use. If the NSW Land and Environmental Court does not grant the modification to the Company’s existing development consent, the Company may either appeal the court’s decision or apply for a new standalone development consent or both. The Company has not filed an application for a new standalone development consent that will allow for the conversion of the Redbank Power Station to a biomass fueled power plant, although the Company has commenced preparation of the environmental assessments that would be required for a standalone development consent application. If the Company files for a new standalone consent, the Company anticipates that a determination regarding such standalone consent would likely not be made until the fourth calendar quarter of 2022. If the Company elects to file a separate standalone application for consent for the Redbank Recommission Project, we anticipate that it will take the Company and its technical consultants approximately two to four months to prepare the environmental assessment documentation required before filing

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with the local council for assessment. If the local council fails to determine the standalone development application within 60 days of its filing then the Company could appeal the application to the NSW Land and Environment Court to expedite a determination. There are no limits on how many development consents or modified development consents may be granted in respect of a particular development. Therefore, the Company could make further applications in the future to seek consent for an extension to the operating life of the Redbank Power Station beyond 2031 and/or to make other changes to the existing development consent regarding the Redbank Power Station (if required).

There is a risk that the relevant consent authority (the local council, the NSW Government or the Land and Environment Court) will not grant a consent (either a modified consent or a new standalone consent) for the use of biomass fuel or an extension of the operating life of the Redbank Power Station. There is also a risk that the development consent is granted but it is subject to conditions that are not commercially viable for the Company to comply with. There are appeal options available to the Company if consent cannot be obtained from the relevant consent authority or the conditions imposed are too onerous to comply with. Specifically, as the Company has appealed to the NSW Land and Environment Court due to the local council’s failure to determine the application, the Court will “stand in the shoes of” the local council and will re-assess the merits of the application in order to determine whether, based on the merits of the development, consent should be granted. Separately, if the NSW Government is the consent authority for the new standalone development consent but refuses to grant consent, then there is also an appeal option available to the Company to the NSW Land and Environment Court where the Court would “stand in the shoes of” the NSW Government to determine the application. This appeal option depends on the nature of the public consultation and hearings that have taken place as part of the environmental assessment process for the application being assessed. There is a risk that the NSW Land and Environment Court could also refuse to grant consent for the use of biomass fuel or to extend the operating life of the Redbank Power Station.

There is also a risk that a third party that objects to the grant of the consent could commence proceedings in the NSW Land and Environment Court challenging the decision of the consent authority. If the decision is appealed to the NSW Land and Environment Court by a third party, then, the Court may be required to either:

•

assess the merits of the proposed development, which will require the Court to reassess the application and decide (standing in the shoes of the consent authority) whether consent should be granted for the development (known as a “merits appeal”). A merits appeal could not be commenced in respect of the modification application for the existing development consent but could be commenced in respect of any standalone development consent that is applied for. A merits appeal of this nature would generally take between four to nine months for an outcome. If the Court grants consent, there is a risk that the matter could be further appealed to an appellate court; or

•

alternatively, the Court may be required to consider whether the consent authority has correctly followed the procedural requirements in determining the application (known as “judicial review proceedings”). If the Court determines that the correct procedural process was not followed by the consent authority, then the Court will remit the decision back to that consent authority to remake the decision in accordance with the statutory requirements. Judicial review proceedings could be commenced in respect of either the modification application or a new standalone consent. Judicial review proceedings would generally take six to twelve months for an outcome. Again, if either party is not satisfied with the outcome of any judicial review proceedings in the NSW Land and Environment Court and the original judge has made an error of law, then the matter could be further appealed to an appellate court. There is also a risk of judicial review proceedings being commenced by a third party in relation to the modification application if approved by the local council.

There are multiple approval pathways that can be pursued by the Company to obtain the required development consent and there are due process requirements to be complied with for each pathway. The two main pathways are to apply to the local council for either a modification application to the existing consent or for a new standalone consent or alternatively to the NSW government for a new standalone consent. It is permissible, prudent and not unusual to apply for the development consent through these two alternative pathways either concurrently or sequentially, as necessary. The Company is preparing documentation required for an application for a new standalone development consent for the use of 100% biomass at the Redbank Power Station to be obtained from the local council. In each case, environmental assessments are required and the relevant consent authority assesses the application on its merits.

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Other approvals will be necessary in addition to this development consent. These approvals include a variation to the existing environment protection license that currently applies to the Redbank Power Station to authorize power generation using biomass fuel and resource recovery orders and exemptions to allow for the processing of timber residue and commercial waste timber. Water is also required to operate the Redbank Power Station and the Company will need to acquire water entitlements on the open market in order to obtain the relevant water usage rights. The Company is confident that it will obtain the required development consent through one of the approved pathways described and within the time frames provided, and that it will obtain the timely receipt of the additional required approvals for such project.

Hydrogen Plant

Under the regulatory regime in NSW, separate development consent will also be required for the construction and operation of the Verdant HV Hydrogen Project. Consistent with the approval pathways described above, if the development has a capital investment value of more than A$30 million, then the NSW government will be the consent authority. If the capital investment value is less than A$30 million, then the local council will be the relevant consent authority for the construction and operation of the Verdant HV Hydrogen Project. Under either the local or State based development approval process, detailed environmental assessments will need to be undertaken to identify potential environmental impacts and appropriate measures to mitigate these impacts. The consent authority, being either the local council or the NSW government (depending on the approval pathway pursued), will assess the impacts and the proposed mitigation measures and will determine whether development consent can be granted, subject to appropriate conditions. There is a risk that an application for development consent for the Verdant HV Hydrogen Project may be refused by the relevant consent authority or alternatively challenged in the NSW Land and Environment Court (as outlined above).

The Company has commenced preliminary planning for the development of Hydrogen Project Phase I. The detailed application for development consent in relation to this project will require extensive environmental assessment documentation to be prepared, which will be pursued after consent for the Redbank Recommission Project has been obtained. It would generally take between four and eight months to prepare the required environmental assessment documentation for a development of this nature and a further six to twelve months to obtain a determination from the local council, the NSW Government or the NSW Land and Environment Court. The appropriate pathway will be determined once further environmental assessment for the Verdant HV Hydrogen Project has been undertaken and the scale of the development is certain. There is no statutory time frame in which the consent authority must determine the application, although the Company could appeal a deemed refusal to the NSW Land and Environment Court if the relevant consent authority failed to determine the application within the specified time frames (between 60-90 days after the application is filed).

Commonwealth Environmental Approval

Separate approval is required from the Commonwealth Government under the national environmental laws (Environment Protection and Biodiversity Conservation Act 1999 (Cth) (“EPBC Act”) if a proposed development will have an impact on a matter of national environmental significance or will have an impact on Commonwealth land. In relation to the Verdant HV Power Station and the Verdant HV Hydrogen Project, Commonwealth environmental approval may be required if these developments will have a significant impact on certain aspects of the environment such as wetlands, migratory species or listed threatened species and ecological communities. The requirement for any Commonwealth environmental approval will be determined in conjunction with the future technical environmental studies (primarily the biodiversity assessment) to be undertaken as part of the local or state-based development application process. If the environmental studies indicate that the Verdant HV Power Station or the Verdant HV Hydrogen Project will have a significant impact on a matter of national environmental significance, then the development will need to be referred to the Commonwealth Environment Department to advise whether further environmental assessment and approval under the EPBC Act is required. For example, the biodiversity assessment will indicate the potential level of impact on any migratory species or listed threatened species and endangered ecological communities (if there will be any such impact) and, based on the level of impact, the ecologist will advise the Company whether this impact is considered significant, thereby triggering the assessment and approval process under the EPBC Act. The biodiversity assessment can take anywhere between three and twelve months to complete, depending on the nature of the biodiversity on the land (i.e., a plant may only flower during a certain month of the year). If the Commonwealth Environment Department indicates that approval under the EPBC Act is required, then additional environmental assessment

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documentation may need to be prepared by the Company. If required, an application for approval under the EPBC Act is usually determined within one to three months after the State/local based development application is determined. If the Company or a third party is not satisfied with the outcome of a decision made by the Commonwealth Environment Minister under the EPBC Act, there are appeal options available through the Federal Court. An appeal in relation to the decision under the EPBC Act would generally take between five and nine months for an outcome.

While we do not believe that the Redbank Recommission Project will have a significant impact on a matter of national environmental significance and therefore do not believe that we will be required to undertake burdensome environmental assessments in connection therewith, there can be no assurance that we will not be subject to any such determination. Any additional environmental assessments required by Australian law in order to complete the Redbank Recommission Project may lead to delays and could have a material adverse effect on our business, results of operations and financial performance.

Environment Protection License

The Company currently holds an Environment Protection License (“EPL11262”) which is required to operate the Redbank Power Station. The conditions of EPL11262 impose a number of controls on the operations including limits and restrictions on the fuel source that can used, the discharge of water from the site and the discharge of air pollutants from the Redbank Power Station. The Company will need to request that the EPA vary EPL11262 to authorize the use of a different fuel source (i.e., biomass instead of coal) and to permit waste handling, storage and processing. Other minor variations to EPL11262 may also be required for the Redbank Recommission Project.

Further variations to EPL11262 will need to be approved by the EPA to authorize the Verdant HV Power Station and the Verdant HV Hydrogen Project under the State based environmental protection legislation. These variations to EPL11262 are likely to result in conditions being imposed on the Company to regulate the environmental impacts from the projects, such as variations to the conditions relating to the fuel source used, air emissions, monitoring requirements, assessable pollutants and permitted waste storage.

The EPA is currently reviewing the application to modify the development consent, which will require associated variations to the conditions of EPL11262. The EPA has yet to provide its concurrence for the modified operations. An EPL is usually granted or varied once the applicable development consent has been issued. Determination of the EPL variation application would generally take one to three months following the submission of the application with the EPA. Normally, if the EPA supports the modification application and development consent is subsequently granted, then the EPA is required to issue the license on substantially the same terms. There is no statutory time frame in which the EPA must determine the application. However, if the application has not been determined within 60 days, then there are appeal options available to the Company. There are also appeal options if the EPA refuses to grant the application. The EPA will not amend EPL11262 until after the existing development consent has been modified in respect of the use of biomass as part of the Redbank Recommission Project or a new standalone development consent has been granted.

If the Verdant HV Hydrogen Project is assessed and determined by the NSW Government, then the existing EPL11262 may be varied or a new separate EPL may be sought in relation to the Verdant HV Hydrogen Project.

Waste Handling, Storage and Processing

The Redbank Recommission Project, together with the operation of the Verdant HV Power Station, will involve the handling, storage and thermal processing of biomass material. The use of biomass material differs from the currently approved use of coal tailings and coal rejects as the primary fuel source for the Redbank Power Station. In NSW, regulatory approval is required for the usage of an eligible waste fuel in bioenergy production. The generator and/or processor of the eligible waste fuel is required to seek approval from the EPA for such use by applying for a Resource Recovery Order and Exemption. In order to do so, the Company will need to satisfy the EPA that the proposed waste fuel source to be processed at the Verdant HV Power Station complies with the Eligible Waste Fuel Guidelines, the Energy from Waste Infrastructure Plan and the New South Wales Energy from Waste Policy Statement. Biomass from agriculture, forestry and sawmilling residue, uncontaminated wood waste, recovered waste oil, landfill gas, biogas, green waste and tires are currently categorized by the EPA as eligible waste fuels. Commercial waste timber is not currently an eligible waste fuel and therefore the Company will need to make a request to the EPA to add the proposed fuel to the categories of

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eligible biomass waste fuels in the EPA Eligible Waste Fuel Guidelines or alternatively amendments will need to be made to the Energy from Waste Infrastructure Plan. EPA approval to modify the conditions of EPL11262 will also be required to authorize the thermal processing of the biomass fuel source. A Resource Recovery Order and Exemption from the EPA will also be required for the use of commercial waste timber.

There are strict regulations in NSW which require records to be maintained with respect to the volumes and types of waste received at any facility with an EPL license, which the Verdant HV Power Station will be subject to. Such facilities are liable to pay a waste levy unless the waste is processed at the facility to a standard required by a resource recovery order and exemption.

The NSW Government allows some wastes to be beneficially and safely re-used independent of the usual NSW waste laws, pursuant to Orders and Exemptions. Such Orders and Exemptions will include specifications relating to the applicable testing, recordkeeping, reporting and other requirements that apply, which may vary from the usual requirements that would otherwise apply but for the Order and Exemption. A liability to pay a waste levy will arise unless waste is processed and handled to a standard required by an Order and Exemption. Where no generic Order or Exemption applies, a site-specific Order and Exemption may be obtained to permit the beneficial and safe re-use of waste material at the facility. The EPA has broad discretion to grant Orders and Exemptions. The Company will, like similar operators, need to apply for a site-specific Order and Exemption from the EPA to enable the receipt of eligible biomass material to be exempt from the waste levy obligations. Applications for such exemptions from waste licensing and waste levies are addressed on a case-by-case basis. An Order and Exemption may be granted by the EPA after the grant of development consent, if the Company can demonstrate that the proposed eligible biomass fuels meet the criteria for the granting of an Order and Exemption by the EPA. Following the grant of an Order and Exemption in relation to the biomass material, the Company will engage with the EPA further to obtain an additional Order and Exemption so as to also use waste timber residues and other matter such as construction and demolition waste as a fuel.

To make an application for an Order and Exemption, the Company will need to provide the EPA with a completed application form and will need to be able to demonstrate how the following criteria are met:

•	the proposed waste consistently meets the definition of an EPA approved eligible waste fuel under the Eligible Waste Fuel Guidelines;

•	there are no practical, higher order reuse opportunities for the waste;

•	the waste has been fully characterized and proof of performance has been undertaken (if required); and

•	the facility will meet the relevant emission standards as set out in the Protection of the Environment Operations (Clean Air) Regulation 2010.

The Company has had preliminary discussions with the EPA in relation to the use of eligible fuels and the required Order and Exemption. This matter can be progressed once development consent has been granted (for either the modified development consent or the new standalone development consent). Discussions in relation to an Order and Exemption to utilize other timber and construction wastes will occur subsequently. The Company is working with and has engaged experts in the field to assist in obtaining the Order and Exemption to use additional waste biomass fuels.

Water Access Licenses

Access to water is required to operate the Redbank Power Station. A secure supply of water will also be required for the Verdant HV Power Station and the Verdant HV Hydrogen Plant. The Redbank Power Station had previously held a 3000 megalitre water access license; however, the license was sold following the shutdown of the Redbank Power Station. The Company expects to need a minimum of 2,600 megalitres to operate the Verdant HV Power Station.

Water in New South Wales is traded on an open water market. The Company will need to acquire sufficient water access licenses on the open market to account for the take of water that is required for the Redbank Recommission Project and the operation of the Verdant HV Power Station as well as any additional water required in the future for use by the Verdant HV Hydrogen Project. The Company does not currently hold any water access licenses and it is an offense to take water from the environment without holding adequate water access licenses. As water is secured on the open market, there is a risk that the Company may experience a delay or an inability to obtain adequate water licenses depending on the supply and demand for water at the time that

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licenses are required by the Company and depending on whether it is commercially viable for the Company to purchase water licenses at the market rate. If the Company is unable to secure adequate permanent water licenses for its full operations it will need to modify its operating procedures to operate the applicable facility on reduced volumes of water or alternatively, the Company could explore whether it can secure short term water licenses (leases) from the water market until such time that it is able to acquire a permanent water entitlement.

As water access licenses are acquired on the open market, there are no standard timeframes to identify a suitable license for acquisition or leasing and to complete the transaction. Investigation into the available water access licenses on the market can be undertaken in parallel to the other applications and approvals discussed above. The Company has made preliminary enquiries with water access license holders in the relevant water market to identify potential options to secure temporary and permanent water entitlements.

Hunter River Salinity Trading Scheme

The Redbank Power Station is situated within the Hunter River Catchment. The discharge of saline water into the Hunter River Catchment is regulated under a tradeable emission scheme, referred to as the Hunter River Salinity Trading Scheme. The scheme uses a credit trading system to regulate the timing and quantity of the discharges of saline water. When the Redbank Power Station was previously operating, it held credits under the scheme for the discharge of its cooling tower water. Prior to the commencement of the Redbank Recommission Project and the discharge of any saline water from the Verdant HV Power Station into the Hunter River, the Company will need to acquire and maintain further credits under the scheme to authorize the discharge of saline water into the Hunter River Catchment from the Verdant HV Power Station.

Biodiversity Offsets

The Company proposes to develop the Verdant HV Hydrogen Project on land adjacent to the existing Redbank Power Station. This adjacent land is currently vegetated and will require some land clearing to be carried out to enable the construction of infrastructure associated with the planned hydrogen facility. In NSW, the Biodiversity Offset Scheme requires a biodiversity assessment report to be prepared for most developments that involve land clearing. Consequently, the Company may need to offset any impacts on biodiversity arising from any land clearing associated with the Verdant HV Hydrogen Project. The offsetting of biodiversity impacts can be achieved through securing the long-term protection of other land, a monetary contribution into the State administered biodiversity trust fund or by other means. The biodiversity offsetting requirements will not be known until such time that the relevant biodiversity assessments have been undertaken by specialist ecologists as part of any future development application for the Verdant HV Hydrogen Project.

Transportation and Storage of Hydrogen

Initially, the Company proposes the domestic use of hydrogen generated from the Verdant HV Hydrogen Project. This may require infrastructure to be developed domestically for the transportation, storage and use of the hydrogen.

In the future, the Verdant HV Hydrogen Project could involve the transportation and storage of hydrogen (in some form) to the Port of Newcastle prior to exportation. Port and land access rights may need to be secured at the Port of Newcastle to enable the development of a hydrogen export facility. The Company has entered into discussions and is negotiating a binding Memorandum of Understanding with the Port of Newcastle to identify and secure a site on the Port managed land for the Company to construct exporting facilities for green hydrogen.

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MANAGEMENT

Directors and Senior Management

The following table sets forth as of November 30, 2021 certain information regarding individuals who are expected to serve as our executive officers and directors upon the completion of this offering.

Name	Age	Position
Richard Poole	58	Executive Director, Managing Director and Chief Executive Officer
Warren Kember	60	Executive Director, Chief Financial Officer and Company Secretary
James Myatt	55	Director
Michael Allman	61	Director and Chairman Nominee
Michael Addison	64	Director Nominee

Richard Poole has been our Executive Director, Managing Director and Chief Executive Officer since 2019 and will serve as our Managing Director and Chief Executive Officer, and on our board of directors as Executive Director upon the completion of this offering. Mr. Poole is an entrepreneur and qualified lawyer. He has served as a director of Resources & Energy Group Limited since July 2004. Mr. Poole began his career with major law firms in Australia. In 2001, he established an independent advisory and private equity firm, Arthur Phillip Pty Limited, and through that firm has built a diversified portfolio of successful projects and been involved in developing companies in a range of industries, including both mining and energy, both in Australia and internationally. These projects include two energy retailers along with White Energy Limited (ASX:WEC), a mining technology company. From September 2006 to September 2014, Mr. Poole was a director of the publicly listed Australian Power & Gas Company Limited (ASX:APK), or APG. From 2011 to 2018, Mr. Poole was the Co-founder and Executive Strategic and Operations Director of Entrust Energy, which operates in 14 states in the United States. Mr. Poole is a registered solicitor on New South Wales’s legal practitioner roll and holds a Bachelor of Laws, Bachelor of Commerce from the University of Western Australia and a Graduate Diploma in Applied Finance from the Securities Institute of Australia.

Warren Kember has been an Executive Director, Chief Financial Officer and Company Secretary since the formation of the Company in 2018 and will serve as our Executive Director, Chief Financial Officer and Company Secretary upon completion of this offering. Mr. Kember has over 35 years of experience in senior financial roles with both large capitalized and emerging companies. Mr. Kember’s industry experience includes energy, manufacturing and telecommunications. Mr. Kember began his career with KPMG in December 1980 and with Jarden Morgan Australia Limited (now RBS Morgans), a leading Australian investment banking firm from March 1988 to June 1990. Since that time, Mr. Kember has specialized in working with private and publicly listed start-up and emerging companies. This has included forming a professional services firm that operated for a period of more than 5 years, where he provided his services as a financial officer and company secretary. From September 2006 to September 2013, Mr. Kember was part of the founding team and held a senior leadership role within APG, both as Chief Financial Officer and Company Secretary. Following the acquisition of APG by a major Australian energy retailed in September 2013, Mr. Kember was then appointed as Chief Executive Officer of APG to lead its integration process. From June 2014 to April 2017, Mr. Kember was Chief Executive Officer and Chief Financial Officer within a group of companies with operations in the renewable energy sector where he led a restructuring of their activities. Mr. Kember was then engaged by Arthur Phillip Pty Limited in June 2017 and worked on the development of emerging businesses, including the activities of the Company prior to its formation. Mr. Kember holds a Bachelors of Commerce from the University of Auckland, a Masters of Business Administration from the Australian Graduate School of Management and a Graduate Diploma in Applied Finance from the Securities Institute of Australia.

James Myatt has been a Director since 2018 and will serve on the board of directors upon completion of this offering. Mr. Myatt has over 35 years of experience in the Australian and international energy markets including asset development in power and gas as well as wholesale and retail markets. Mr. Myatt began his career with major energy utilities including AGL, Energy Australia and U.S. listed energy companies Duke Energy and Texas Utilities. Mr. Myatt then went on to lead the development of a number of companies in the retail energy sector in Australia and the United States. He was co-founder, Chief Executive Officer and Managing Director of APG from July 2006 to September 2013, co-founder and Chief Executive Officer of Mojo Power from January 2015 to July 2017, and co-founder of Entrust Energy (based in Texas, USA), which was awarded as the 47^th fastest growing company in the United States in 2015 with revenue in excess of A$500 million. As

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recognition for his entrepreneurial achievements, Mr. Myatt was awarded Ernst & Young’s Australian Entrepreneur of the Year (Listed award) for the Eastern region (NSW & ACT) in 2012. Mr. Myatt holds an Associate Diploma of Applied Science from OHS and a Masters of Marketing from Monash University.

Michael Allman is expected to serve as Chairman of our board of directors upon the effectiveness of the registration statement of which this prospectus forms a part. Mr. Allman is a former CEO with extensive experience in growing, restructuring and optimizing business strategies and operations for Fortune 300 companies and top-tier consulting firms around the world. From February 2015 to November 2016, Mr. Allman was the President, COO and CFO of Bitstew, Inc. a leading IoT cloud company acquired by GE Digital. Prior to his position with Bitstew, Mr. Allman served as Chairman, President and CEO of Southern California Gas Company, and today serves as a Board Director on numerous private companies, including mCloud Technologies Corp. (January 2017 to present), H2scan Corporation (May 2014 to present), NarrativeWave, Inc. (November 2016 to present), Blimp Homes, Inc. (January 2020 to present) and Delta Energy & Communications, Inc. (January 2017 to present). Mr. Allman has a master's degree in business administration from the University of Chicago Booth School of Business and a bachelor's degree in chemical engineering from Michigan State University. He is a Certified Management Accountant and a Certified Internal Auditor.

Michael Addison is expected to serve on our board of directors upon completion of this offering. Mr. Addison is an experienced project developer and investment banker that has worked with three globally recognized investment banks, including Barings Bros., Standard Merchant Bank Limited and Standard Charted Merchant Bank plc, for the period from 1984 to 2000. Mr. Addison then held multiple executive and director positions on the Boards of listed companies on each of the London, Johannesburg and Australian Securities Exchanges. In these roles, Mr. Addison lead development of emerging companies including in Managing Director and Chairman roles. These roles included with the listed companies The Property Trust plc, Allied Technologies Group Limited, Carabella Resources Limited, Stratum Metals Limited, Frontier Diamonds Limited and Intra Energy Corporation. He is currently a non-executive director of the ASX listed Cobre Limited and the renewable energy focused Genex Power Limited, which he co-founded in 2014. Mr. Addison is a Rhodes Scholar, has an Oxford University postgraduate degree in Management Studies and has a Bachelor of Science degree in civil engineering.

There are no family relationships among any of our directors or executive officers. The business addresses for each of our directors and executive officers is Level 33, Colonial Centre, 52 Martin Place, Sydney NSW 2000, Australia.

Board of Directors

Immediately following completion of this offering, our Board of Directors, or the Board, will consist of five members, including our Chief Executive Officer. In connection with the completion of this offering, our Board expects to appoint one of our directors, Michael Allman, to serve as Chairman of the Board. We believe that each of our directors has relevant industry experience. The membership of our Board is directed by the following requirements of our constitution and Board Charter:

•	there must be a minimum of three directors and a maximum of nine directors;

•	in respect of a matter where a director has a material interest, the director may not vote in relation to the proposed arrangement except as permitted by the Corporations Act;

•	the Chairman of our Board should, where possible, be a non-executive director; and

•	our Board should, collectively, have the appropriate mix of qualifications, expertise and experience which will assist the Board in fulfilling its responsibilities, as well as assisting the Company in achieving growth and delivering value to shareholders.

Our Board is responsible for overseeing the performance of management. Our Board has established delegated limits of authority, which define the matters that are delegated to management and those that require Board’s approval. The functions and responsibilities reserved for the Board and those delegated to the Managing Director and executive management are set out in our Board Charter and Delegated Authority Policy.

Nasdaq listing standards require that a majority of our Board be independent. An “independent director” is defined generally as a person other than an officer or employee of the company or its subsidiaries or any other individual having a relationship which in the opinion of the company’s board of directors, would interfere with the director’s exercise of independent judgment in carrying out the responsibilities of a director. Our Board has

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determined that Messrs. Allman and Addison are “independent directors” as defined in the Nasdaq listing standards and applicable SEC rules. We expect that a majority of our Board will be independent within one year following our listing on Nasdaq, as allowed under applicable phase-in rules.

Each non-executive director has a letter of appointment confirming the terms and conditions of their appointment as a director of the Company. None of our non-employee directors have any service contracts with the Company that provide for benefits upon termination of employment. In addition, the Company has entered into Deeds of Access, Insurance and Indemnity with its directors. Similar arrangements will be put in place for directors nominated for appointment upon the approval by the Board.

The Company has or will agree to indemnify each of its directors against all liabilities incurred while holding office to the extent permitted by Australian law, including indemnifying directors for any legal expenses incurred in defending proceedings relating to their directorship of the Company. Any indemnified amounts must be repaid to the Company to the extent that a director is reimbursed from an insurance policy maintained by the Company for the directors. The Company has also agreed to obtain and pay the premiums for insurance policies for each of its directors, which include run-off cover for each director for a period of seven years after the director ceased to hold office.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, we have been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

Committees of the Board

We have historically had no committees, but we will establish an Audit Committee upon the effectiveness of the registration statement of which this prospectus forms a part. We have elected to follow home country corporate governance practices in determining not to establish a compensation committee or a nominating committee.

Audit Committee

Upon the effectiveness of the registration statement of which this prospectus forms a part, we will establish an audit committee of our Board. Messrs. Allman, Addison and Myatt will serve as members of our audit committee, and Mr. Allman will chair the audit committee.

Under the Nasdaq listing standards and applicable SEC rules, we are required to have at least three members of the audit committee within one year of our listing on Nasdaq, all of whom must be independent. Each of Messrs. Allman and Addison meet the independent director standard under Nasdaq listing standards and under Rule 10-A-3(b)(1) of the Exchange Act. An additional independent director will be appointed to the audit committee to replace Mr. Myatt during the one year after our listing on Nasdaq, allowed under by applicable phase-in rules.

Each member of the audit committee is financially literate and the Board has determined that Mr. Allman qualifies as an “audit committee financial expert” as defined in applicable SEC rules.

Upon completion of the offering, we will adopt an audit committee charter, which will detail the principal functions of the audit committee and comply with Nasdaq listing standards.

Compensation Committee

We have elected to follow home country corporate governance practices with respect to compensation matters, instead of those otherwise required under Nasdaq rules, which election we are allowed to make as a foreign private issuer. In particular, we have determined not to establish a compensation committee and, as a result, the compensation of our directors and executive officers will be determined by the Board. Nasdaq rules would require that the compensation of our officers be determined, or recommended to the Board for determination, either by a compensation committee comprised of independent directors or by a majority of the independent directors on the Board.

Nominating and Corporate Governance Committee

We have elected to follow home country corporate governance practices with respect to nominations for members of the Board, instead of those otherwise required under Nasdaq rules, which election we are allowed to

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make as a foreign private issuer. In particular, we have determined not to establish a nominating and corporate governance committee and, as a result, the nomination of persons for election as our directors will be determined by the Board. Nasdaq rules would require that nominations be selected, or recommended for the Board’s selection, by either a nominating committee comprised solely of independent directors or by a majority of the independent directors.

Code of Conduct

The Company has adopted a Corporate Code of Conduct which provides a framework for decisions and actions in relation to ethical conduct in employment. It underpins the Company’s commitment to integrity and fair dealing in its business affairs and to a duty of care to all employees, clients and stakeholders. The document sets out the principles covering appropriate conduct in a variety of contexts and outlines the minimum standard of behavior expected from employees, including to:

•	act honestly, with integrity and in the best interests of the Company as a whole;

•	operate within the law at all times;

•	carry out their work to a high standard;

•	preserve the confidentiality of sensitive information of the Company;

•	avoid conflicts of interest which may influence the conduct of duties;

•	not participate in corrupt conduct; and

•	observe the Company’s Trading Policy and insider trading laws.

The directors and executives also have a fiduciary relationship with shareholders of the Company, making it unlawful to improperly use their position to gain advantage for themselves. At all times, directors and officers must act in the best interest of the Company and eliminate or abstain from participating in any discussion or decision-making process in relation to matters which they have a conflict of interest, not engage in insider trading and comply with all applicable anti-bribery laws.

Remuneration

Overview

Our remuneration policy for our key management personnel, or KMP, has been developed by our Board taking into account the size of our asset base, the size of our management team, the nature and stage of development of our current operations, market conditions and comparable salary levels for companies of a similar size and operating in similar sectors.

In addition to considering the above general factors, the Board has also placed emphasis on the following specific considerations in determining the remuneration policy for KMP:

•	we are currently focused on undertaking development activities;

•	risks associated with developing projects; and

•	we do not expect to be undertaking profitable operations until sometime after the commencement of commercial production on our projects.

Executive Remuneration

Our remuneration policy is to provide a fixed remuneration component and a performance based component (short term incentive and long term incentive). The Board believes that this remuneration policy is appropriate given the considerations discussed in the section above and is integral in aligning executives’ objectives with shareholder and business objectives.

Fixed Remuneration

Fixed remuneration consists of base salaries, as well as employer contributions to superannuation funds and other non-cash benefits. Non-cash benefits include provision of car parking, health care benefits and life insurance.

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Fixed remuneration is reviewed annually by the Board. The process consists of a review of company and individual performance, relevant comparative remuneration externally and internally and, where appropriate, external advice on policies and practices. No external remuneration consultants were used during the financial year.

Performance Based Remuneration – Short Term Incentives

Certain executives are entitled to annual or semi-annual cash bonuses upon achievement of various key performance indicators, as set by the Board. Having regard to the current size of our asset base, nature and opportunities of the Company, the Board has determined that these key performance indicators include measures such as successful commencement and/or completion of development activities (e.g., completion of technical studies), construction activities (e.g., completion of construction programs within budgeted timeframes and cost), corporate activities (e.g., recruitment of key personnel) and business development activities (e.g., successful investor relations activities and capital raisings). These measures were chosen as the Board believes they represent the key drivers in the short and medium-term success of the project’s development. The Board currently assesses performance against these criteria annually.

Performance Based Remuneration – Long Term Incentives

We have adopted a long-term incentive plan, comprising the “Verdant Incentive Option Plan,” or the Plan, to reward KMP, key employees and contractors (including non-executive directors) for long-term performance.

The Plan provides for the issuance of options subject to performance conditions, which we refer to as Employee Options, which, upon satisfaction of the relevant performance conditions attached to the Employee Options, and completion of formal exercise processes, will result in the issuance of an ordinary share for each employee right. Employee Options are issued for no cash consideration and no amount is payable upon conversion thereof.

To achieve our corporate objectives, we need to attract and retain key staff, whether employees or contractors. Grants made to eligible participants under the Plan will assist with the Company’s employment strategy and will:

•	enable us to recruit, incentivize and retain KMP and other eligible employees to assist with the Redbank Recommission Project and the Verdant HV Hydrogen Project;

•	link the reward of eligible employees with the achievements of strategic goals and our long-term performance;

•	align the financial interests of eligible participants of the Plan with those of Shareholders; and

•	provide incentives to eligible employees of the Plan to focus on superior performance that creates Shareholder value.

Employee Options granted under the Plan to eligible participants will be linked to the achievement by us of certain performance conditions as determined by the Board from time to time. These performance conditions must be satisfied in order for the Employee Options to vest. The Employee Options also vest where there is a change of control of us. Upon Employee Options vesting, employees become entitled to receive Ordinary Shares for no consideration. If a performance condition of an Employee Option is not achieved by the expiry date then the Employee Option will lapse.

The vesting conditions (if any), are determined by the Board having regard to the current size of our asset base, nature and opportunities of the Company, and include measures such as successful commencement and/or completion of development activities (e.g., completion of technical studies), construction activities (e.g., completion of construction programs within budgeted timeframes and cost), corporate activities (e.g., recruitment of key personnel), business development activities (e.g., successful investor relations activities and capital raisings) or remaining as an employee of the Company. We prohibit executives from entering into arrangements to limit their exposure to Employee Options granted as part of their remuneration package.

Non-Executive Director Remuneration

The Board’s policy is for fees to non-executive directors to be no greater than market rates for comparable companies for time, commitment and responsibilities. Given the current size of our asset base, and the nature and risks of the Company, Employee Options and/or other performance-based securities of the Company may also be used to

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attract and retain non-executive directors. The Board determines payments to the non-executive directors and reviews their remuneration annually, based on market practice, duties and accountability. Independent external advice is sought when required. No external remuneration consultants were used during the financial year.

The maximum aggregate amount of fees that can be paid to non-executive directors is subject to approval by shareholders at a General Meeting and is currently set to A$250,000 for all directors. Directors’ fees paid to non-executive directors accrue on a daily basis. Fees for non-executive directors are not linked to the performance of the economic entity. However, to align directors’ interests with shareholder interests, the directors are encouraged to hold shares of the Company and given our current size of our asset base, nature and opportunities, non-executive directors may receive Employee Options and/or other performance-based securities of the Company. We prohibit non-executives entering into arrangements to limit their exposure to Employee Options granted as part of their remuneration package.

Fees paid to the sole non-executive director for the year ended June 30, 2021 were A$60,000. These fees cover main board activities only. Non-executive directors may receive additional remuneration for other services provided to us, including but not limited to, membership of committees. As discussed, there are currently no board committees.

Details of Remuneration for Fiscal Year 2021 and 2020

Details of the nature and amount of each element of the emoluments of our directors and KMP are as follows:

2021	Short-term benefits			Post- employment benefits A$	Share- based payments A$	Termin- ation Payments A$	Total A$	Perform- ance related %
2021	Salary & fees A$	Cash Bonus A$**	Other A$	Post- employment benefits A$	Share- based payments A$	Termin- ation Payments A$	Total A$	Perform- ance related %
Mr. Richard Poole*	275,920	—	—	182	—	—	276,102	0.0%
Mr. Warren Kember	250,000	125,000	—	35,625	36,375	—	447,000	28.0%
Mr. James Myatt	60,000	—	—	—	259,414	—	319,414	0.0%
	585,920	125,000	—	35,807	295,789	—	1,042,516	12.0%

*	Amounts paid to Mr. Richard Poole were made pursuant to the Corporate Advisory and Business Development Mandate with Arthur Phillip. See “Related Party Transactions.”

**	The cash bonus is not payable until after the consummation of this Offering.

2020	Short-term benefits			Post- employment benefits A$	Share- based payments A$	Termin- ation Payments A$	Total A$	Perform- ance related %
2020	Salary & fees A$	Cash Bonus A$	Other A$	Post- employment benefits A$	Share- based payments A$	Termin- ation Payments A$	Total A$	Perform- ance related %
Mr. Richard Poole*	277,500	—	—	—	—	—	277,500	0.0%
Mr. Warren Kember	160,002	—	—	15,200	38,690	—	213,892	0.0%
Mr. James Myatt	90,000	—	—	—	—	—	90,000	0.0%
	527,502	—	—	15,200

			Page
PROSPECTUS SUMMARY			1
THE OFFERING			13
RISK FACTORS			15
USE OF PROCEEDS			40
CAPITALIZATION			41
DILUTION			42
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS			44
BUSINESS			60
REGULATORY MATTERS			76
MANAGEMENT			84
PRINCIPAL SHAREHOLDERS			92
RELATED PARTY TRANSACTIONS			93
DESCRIPTION OF SHARE CAPITAL			96
COMPARISON OF AUSTRALIAN CORPORATIONS ACT TO DELAWARE GENERAL CORPORATION LAW			100
SHARES ELIGIBLE FOR FUTURE SALE			106
TAXATION			108
UNDERWRITING			116
EXPENSES RELATING TO THIS OFFERING			124
LEGAL MATTERS			124
EXPERTS			124
ENFORCEABILITY OF CIVIL LIABILITIES			124
WHERE YOU CAN FIND ADDITIONAL INFORMATION			125