Issuer Entity (Project SPV): Bundaberg Biofuels Pty Ltd (ABN: 22 684 740 261)
Parent Developer (HeadCo): Bioenergy Group Pty Ltd (ABN: 13 670 252 981)
AUD $38,700,000 (Tranche 1 Equity Raise)
1,548 Ordinary Shares in the Project SPV
20.37% Equity Ownership
AUD $25,000.00 per Ordinary Share
7,600 Total Ordinary Shares
Renewable Energy / Sustainable Aviation Fuel (SAF)
www.bioenergygroup.com.au
By accepting a copy of this Investment Information Memorandum, the recipient agrees that it shall not contact or discuss the contents of this memorandum with any officer, employee, supplier, customer, licensor, franchisee, or associate of Bioenergy Group Pty Ltd or Bundaberg Biofuels Pty Ltd without the prior written consent of Andrew Whitmore (Managing Director) or Quentin Masson, DSM (Program Director).
By accepting a copy of this Investment Information Memorandum, the recipient agrees that it shall not contact or discuss the contents of this memorandum with any officer, employee, supplier, customer, licensor, franchisee, or associate of Bioenergy Group Pty Ltd without the prior written consent of Andrew Whitmore (Managing Director) or Quentin Masson, DSM (Program Director).
This Memorandum and further information is supplied on the terms set out above and on the terms contained in a confidentiality agreement entered into by the recipient, the terms of which incorporate the above conditions and contain restrictions on the use of the information, its disclosure, and the conduct of the recipient. The recipient acknowledges the foregoing, and it is hereby agreed that the terms of the confidentiality agreement are incorporated into and form part of these conditions.
The following must be clearly understood:
Investing in Bundaberg Biofuels Pty Ltd involves significant risks. Investors may lose part or all of their invested capital.
Neither Bundaberg Biofuels Pty Ltd nor Bioenergy Group Pty Ltd nor its directors guarantee any rate of return, repayment of investment, or successful achievement of planned objectives.
Past performance is not indicative of future results. Investment outcomes may vary substantially from projections or expectations.
Market conditions, regulatory changes, operational challenges, and other factors beyond our control may adversely affect investment performance. The value of investments can fluctuate significantly.
This investment opportunity is intended for wholesale and sophisticated investors who understand the risks associated with private company investment.
The information contained in this Investment Information Memorandum and any other verbal or written information given in respect of Bioenergy Group Pty Ltd ("Information") is provided to the recipient ("you") on the following conditions. Accuracy: The officers, employees, or consultants of Bioenergy Group Pty Ltd ("we, us") make no representation, warranty, or guarantee that the information is complete, accurate, or balanced. Some information has been obtained from third parties and has not been independently verified. No Warranty: No warranty, representation, or undertaking, whether express or implied, is made, and no responsibility is accepted by the business owner as to the accuracy of any part of this or any further information supplied. Visual Materials: All visual images, plans, photographs, and projections are indicative only and subject to change. Not Financial Advice: This document does not constitute, and should not be considered as, financial advice or a recommendation to invest. You must obtain independent legal, financial, and taxation advice before making any investment decision. Valuation: Neither the business owner nor BizDealRoom.com are valuers and no comment is made as to the value of the company or its shares.
Andrew Whitmore, in the capacity of Managing Director of Bioenergy Group Pty Ltd (ABN 13 670 252 981), has decided to seek investment for growth capital and has chosen to use the BizDealRoom.com platform operated by MENTORED BUSINESS SALES SERVICES PTY LTD (ABN 56 630 339 150) as a communication medium to connect with potential investors. Owner Responsibility: The business owner is solely responsible for all content in this memorandum. BizDealRoom.com has not prepared, verified, or endorsed this document or its contents. This Confidential Investment Information Memorandum has been prepared by the business owner for selected parties to assist the recipient in making their own independent appraisal before making any investment decision. The memorandum does not purport to be complete or contain all information that a prospective investor may require. All projections have been prepared by the company or their accountants and are subject to uncertainties and contingencies beyond our control. All currency amounts are expressed in Australian dollars unless otherwise stated.
Offers of securities in Bundaberg Biofuels Pty Ltd are made strictly in reliance on statutory exemptions for wholesale clients under section 708 of the Corporations Act 2001 (Cth), including sophisticated and professional investors. Capital is raised directly at the Project SPV level (Bundaberg Biofuels Pty Ltd), not in the parent entity (Bioenergy Group Pty Ltd).
Acceptance: These conditions are expressly accepted by retention of this document. If not acceptable, return immediately. Independent Evaluation: Recipients must conduct independent review, investigation, and analysis of the investment opportunity with qualified professional advisers. No Representations: No representation or warranty is made as to accuracy, reliability, or completeness of information by either the business owner or BizDealRoom.com. Liability Exclusion: Except where liability cannot be excluded by law, no liability arises for errors or omissions, whether by the business owner or BizDealRoom.com. Projections: Estimates and projections rely on subjective analysis. Discrepancies between forecasts and actual outcomes are typical. Non-Binding: This document does not form part of any investment agreement. Formal agreements will contain all binding representations and warranties. Right to Reject: The company reserves the right to reject any offer without giving reasons and without liability for costs incurred by recipients. Professional Advice Required: Recipients must obtain independent legal, accounting, and financial advice before making any investment decision.
By receiving, reviewing, or retaining this Investment Information Memorandum, the recipient expressly acknowledges and agrees to the following: Opportunity to Review: The recipient has been given adequate and sufficient opportunity to review all information contained in this memorandum and any supplementary materials, and to ask questions of the business owner regarding the investment opportunity. Non-Reliance: The recipient has not relied upon, and will not rely upon, any information, representation, statement, or opinion contained in this memorandum or made verbally by the business owner, its directors, employees, agents, or any other person in making any decision to invest. The recipient acknowledges that no representation or warranty is made as to the accuracy or completeness of any information provided. Own Investigations: The recipient confirms they will conduct their own independent investigations, enquiries, and due diligence regarding all aspects of the business, its financial position, operations, legal standing, and prospects before making any investment decision. The recipient accepts full responsibility for their own assessment of the investment opportunity. Independent Professional Advice: The recipient confirms they will obtain independent legal, accounting, financial, and business advice from appropriately qualified and licensed professionals before making any decision to invest. The recipient acknowledges they have been advised to seek such independent advice. Assumption of Risk: The recipient acknowledges that investing in private companies involves significant risks, including the potential loss of all invested capital. The recipient accepts all risks associated with any investment made and acknowledges that past performance is not indicative of future results. Release and Indemnity: To the maximum extent permitted by law, the recipient releases and discharges Bioenergy Group Pty Ltd, its directors, officers, employees, agents, and advisers from any and all claims, demands, actions, liabilities, costs, and expenses arising from or in connection with the recipient's investment decision or reliance on any information provided. The recipient indemnifies and holds harmless Bioenergy Group Pty Ltd, its directors, officers, employees, agents, and advisers against any loss, damage, cost, or expense arising from any breach of these acknowledgments or any claim made by the recipient contrary to these acknowledgments. Binding Acknowledgment: These acknowledgments are binding upon the recipient and any entity or person on whose behalf the recipient is acting. Retention of this document constitutes acceptance of these acknowledgments.
On behalf of Bioenergy Group and Bundaberg Biofuels Pty Ltd, I am pleased to present this Investment Information Memorandum and invite eligible capital partners to consider participating in the development of the Bundaberg Biofuels project.
Bundaberg Biofuels has been established to contribute to two important national priorities: the development of a domestic lower-carbon fuels industry and the strengthening of Australia's long-term fuel security. Located in Bundaberg East, Queensland, the Project will integrate anaerobic digestion and Gas-to-Liquids technology to convert regionally sourced agricultural feedstock into Sustainable Aviation Fuel, Renewable Diesel, biogenic COâ‚‚ and precision biofertiliser.
The Project represents the culmination of considerable development work across engineering, technology selection, statutory approvals, feedstock assessment and commercial engagement. Planning and environmental approvals have been secured for the anaerobic digestion, gas upgrading and COâ‚‚ liquefaction components, legacy site demolition has been completed, and Front-End Engineering Design has been undertaken. Further approvals remain required for the proposed Gas-to-Liquids scope and will form part of the Project's continuing development programme.
We are now seeking institutional investors, strategic investment partners and eligible wholesale or sophisticated investors to provide the Tranche 1 equity capital required to advance the Project through its next stage. The Tranche 1 equity raise offers 1,548 Ordinary Shares out of 7,600 total Ordinary Shares in Bundaberg Biofuels Pty Ltd, representing an exact 20.37% equity interest in the Project SPV at a subscription price of AUD $25,000 per Ordinary Share.
Our preference is to work with well-capitalised partners who understand major infrastructure development and recognise the long-term strategic importance of Australian renewable fuel production. In addition to financial capacity, we value investment experience, commercial alignment and the ability to support the Project as it progresses through construction, commissioning and commercial operations.
Equity participation will be offered directly in Bundaberg Biofuels Pty Ltd, the ring-fenced Project Special Purpose Vehicle. The final investment structure, funding allocation, governance arrangements, investor protections and economic rights will be determined through due diligence, negotiation and definitive transaction documentation.
We believe Bundaberg Biofuels presents a significant opportunity to participate in an advanced Australian renewable fuels development supported by regional agricultural resources, multiple proposed revenue streams and commercially established technologies. We also recognise that projects of this scale carry development, regulatory, financing, construction and commissioning risks. This memorandum has therefore been prepared to provide prospective capital partners with a clear and balanced basis for their assessment.
Thank you for considering the opportunity to participate in Bundaberg Biofuels. We welcome the opportunity to engage with aligned capital partners and to provide access to the Project's supporting information and due-diligence materials.
Andrew Whitmore
Managing Director
Bioenergy Group Pty Ltd
Bundaberg Biofuels Pty Ltd is seeking institutional investors, strategic investment partners and eligible wholesale or sophisticated investors to participate in the development of an integrated renewable fuels project in Bundaberg East, Queensland.
The Tranche 1 equity raise offers 1,548 Ordinary Shares out of 7,600 total Ordinary Shares in Bundaberg Biofuels Pty Ltd (ABN 22 684 740 261), representing an exact 20.37% equity interest in the Project SPV at a subscription price of AUD $25,000 per Ordinary Share. Parent company Bioenergy Group Pty Ltd (ABN 13 670 252 981) retains 6,052 Ordinary Shares (79.63%).
Equity participation will be offered directly in Bundaberg Biofuels Pty Ltd, the ring-fenced Project Special Purpose Vehicle, rather than in Bioenergy Group Pty Ltd. The proposed structure is intended to provide investors with direct exposure to the Bundaberg Project while separating its assets, liabilities and cash flows from Bioenergy Group's broader development programme.
Bundaberg Biofuels is the flagship project within Bioenergy Group Pty Ltd's Australian Bioenergy Infrastructure Program. The Project is located on an established industrial site at 55–59 Alexandra Street and 1 McGills Road, Bundaberg East, Queensland.
The proposed facility will combine an anaerobic digestion plant with a Gas-to-Liquids biorefinery. Regionally sourced agricultural feedstock, primarily sorghum, will be converted into biogas before further processing into Sustainable Aviation Fuel, Renewable Diesel and complementary commercial co-products.
The Project is designed to generate revenue from three principal product streams:
This integrated model is intended to maximise the commercial value obtained from each tonne of agricultural feedstock while reducing dependence on a single product or customer market.
Bundaberg Biofuels has progressed beyond concept and preliminary feasibility. Front-End Engineering Design has been completed, and the Project has secured a Development Permit and Environmental Authority for the anaerobic digestion, gas upgrading and COâ‚‚ liquefaction components.
Demolition of the legacy council sewage treatment infrastructure previously located on the site has been completed, and site preparation works have commenced. The land acquisition is being progressed under an executed contract, with the land intended to be held by Bundaberg Biofuels Pty Ltd following settlement.
Further planning and regulatory approvals remain required for the proposed Gas-to-Liquids plant and associated Sustainable Aviation Fuel and Renewable Diesel production infrastructure. These approvals form part of the Project's continuing development programme.
The facility has a stated design life of 25 years, a target plant availability of 98% and a Gas-to-Liquids design capacity of approximately 155 barrels per day, subject to final engineering, construction, commissioning and demonstrated operating performance.
The Project brings together a series of commercially established technologies within an integrated production facility. The proposed technology platform includes:
Technology selection has focused on commercial maturity, operational reliability, feedstock compatibility, scalability and lifecycle economics. Modular fabrication is proposed wherever practical to improve quality control and reduce on-site construction complexity and schedule risk.
While the individual technologies are commercially established, their successful integration and operation within the Project remain subject to detailed engineering, construction, performance testing and commissioning.
The Project is expected to require approximately 200,000 tonnes of agricultural feedstock annually. Feedstock due diligence undertaken across the Bundaberg region identified potential availability estimated by management at approximately six to ten times the Project's annual requirement.
Potential supply has been identified across multiple independent sources, including dedicated sorghum production, fallow land made available through regional cane-growing operations, bagasse and horticultural residues. This diversified sourcing strategy is intended to reduce reliance on any single grower, crop or agricultural sector.
The proposed feedstock model also contemplates long-term supply arrangements, multi-feedstock operating flexibility and the maintenance of strategic silage reserves to mitigate seasonal variability. Final delivered volumes, pricing, quality specifications and contractual commitments remain subject to confirmation through definitive supply agreements and continuing due diligence.
Commercial engagement has progressed across each of the Project's proposed product streams.
Binding arrangements are reported to be in place with BOC/Linde for the Project's forecast biogenic COâ‚‚ production and with Organica BioAg for forecast biofertiliser production.
For Sustainable Aviation Fuel, an executed term sheet and draft take-or-pay contract with Trafigura are under review. Further discussions concerning potential Sustainable Aviation Fuel offtake are reported to be progressing with Viva Energy, the Australian Defence Force and Qantas.
Each arrangement must be assessed according to its specific contractual status, conditions precedent, pricing mechanism, term, volume commitments and termination rights. References to prospective counterparties should not be interpreted as an endorsement of the Project or this investment opportunity.
Based on unaudited management forecasts, the Project is expected to generate annual gross income of approximately AUD $55.4 million across its three principal product streams:
Forecast annual revenue
Forecast annual revenue
Forecast annual revenue
Forecast at intended commercial operation
Total Project capital expenditure is presently estimated at approximately AUD $188.9 million, including the land acquisition, anaerobic digestion facility, Gas-to-Liquids biorefinery and stated contingency. These figures are based on current management estimates and remain subject to detailed engineering, procurement, financing, construction costs and independent verification.
The Project's base financial case is stated not to rely upon future government grants, production incentives or the introduction of a domestic Sustainable Aviation Fuel mandate. Any government support ultimately received would therefore be treated as potential upside rather than a core funding assumption.
The AUD $38.7 million Tranche 1 capital requirement is intended to support the next stage of the Project, including:
Following Tranche 1, a separate senior construction debt facility is intended to be raised at the Project level to fund the remaining construction and delivery requirements.
The final allocation of Tranche 1 capital, including the respective debt and equity components, will be documented through an agreed sources-and-uses schedule before financial close.
The opportunity is intended for institutional investors, strategic investment partners and investors who qualify as wholesale or sophisticated investors under applicable Australian law.
The preferred capital partner will have the financial capacity and investment horizon required to support a development-stage infrastructure project. Relevant experience in renewable energy, infrastructure, aviation fuels, agriculture, project finance or commodity markets may provide additional strategic value.
The Tranche 1 offer comprises a fixed 20.37% equity interest (1,548 of 7,600 Ordinary Shares) in Bundaberg Biofuels Pty Ltd. Governance arrangements, board representation, reserved matters, information rights, future funding obligations and exit provisions will be negotiated with the selected capital partner or partners.
Bundaberg Biofuels offers potential exposure to an advanced Australian renewable fuels development supported by an established industrial location, substantial regional feedstock availability, multiple proposed revenue streams and commercially established technology platforms.
The opportunity also carries risks customary for a project of this scale and stage. These include the completion of land settlement, outstanding regulatory approvals, finalisation of commercial agreements, availability of construction finance, capital cost escalation, technology integration, feedstock delivery, product certification, construction performance, commissioning and achievement of forecast production and financial outcomes.
Prospective investors should undertake independent legal, financial, technical, commercial, taxation and regulatory due diligence before making any investment decision.
Bundaberg Biofuels presents an opportunity for institutional, strategic, wholesale and sophisticated capital partners to participate in an advanced-development Australian renewable fuels project. The Project combines an established industrial location, progress through key development activities, regionally available feedstock, commercially established technologies and multiple proposed revenue streams.
The following highlights should be considered together with the detailed information, qualifications and risk factors contained throughout this Information Memorandum.
Bundaberg Biofuels has progressed beyond the concept and preliminary feasibility stages.
Front-End Engineering Design has been completed, while a Development Permit and Environmental Authority have been secured for the anaerobic digestion, gas upgrading and COâ‚‚ liquefaction components. Demolition of the legacy council sewage treatment infrastructure is complete, and site preparation works have commenced.
The land acquisition is progressing under an executed contract. Further planning and regulatory approvals remain required for the proposed Gas-to-Liquids plant and associated Sustainable Aviation Fuel and Renewable Diesel infrastructure.
Based on the development information provided, management considers Bundaberg Biofuels to be among the more advanced Australian projects pursuing domestic Sustainable Aviation Fuel production.
The Project is designed as an integrated facility rather than a single-product renewable energy development.
Regionally sourced agricultural feedstock, primarily sorghum, will be converted through anaerobic digestion into biogas. Following upgrading and conditioning, the renewable gas will be processed through a Gas-to-Liquids biorefinery using Fischer–Tropsch synthesis.
The integrated process is intended to produce:
This model is designed to maximise the commercial value obtained from the feedstock and diversify revenue across renewable fuels and complementary co-products.
The Project's proposed commercial model incorporates three principal revenue streams rather than relying solely on the sale of Sustainable Aviation Fuel.
Based on unaudited management forecasts, annual gross income at the intended level of commercial operation comprises:
Combined forecast annual gross income is approximately AUD $55.4 million, with projected annual EBITDA of approximately AUD $41.1 million.
These projections remain subject to final engineering, construction, commissioning, operating performance, product pricing, certification and the terms and enforceability of definitive commercial agreements.
The Project's technology selection has focused on commercial maturity, operational reliability, scalability, feedstock compatibility and lifecycle economics.
The proposed technology platform includes:
Core technologies are described by Management as Technology Readiness Level 9. Modular fabrication is proposed wherever practical to improve manufacturing quality and reduce the complexity and schedule risk associated with on-site construction.
The commercial maturity of the individual technologies does not eliminate the engineering and commissioning risks associated with integrating them within a single operating facility.
The Project is expected to require approximately 200,000 tonnes of agricultural feedstock annually.
Feedstock due diligence undertaken across the Bundaberg region identified potential supply estimated by management at approximately six to ten times the Project's annual requirement. Potential sources include dedicated sorghum production, cane-growing fallow land, bagasse and horticultural residues.
The proposed supply model is diversified across several independent source categories and agricultural sectors. This is intended to reduce reliance on any single grower, crop or supplier.
The Project also proposes to maintain strategic silage reserves and utilise the feedstock flexibility of the selected anaerobic digestion system to mitigate seasonal and supply variability. Final volumes, delivered pricing, quality specifications and supply commitments remain subject to definitive contractual arrangements and ongoing verification.
Commercial engagement has advanced across each of the Project's principal product streams.
Management confirms:
A binding agreement covering forecast biogenic COâ‚‚ production
A binding agreement covering forecast biofertiliser production
An executed term sheet and draft take-or-pay agreement for Sustainable Aviation Fuel, currently under review
Further discussions regarding Sustainable Aviation Fuel with Viva Energy, the Australian Defence Force and Qantas
The presence of binding and developing commercial arrangements across multiple outputs supports the Project's commercial rationale. However, each arrangement must be assessed according to its legal status, conditions precedent, contracted volumes, pricing, term, credit support and termination provisions.
The Project is proposed for an established industrial site at 55–59 Alexandra Street and 1 McGills Road, Bundaberg East, Queensland.
The location provides access to the surrounding agricultural region from which the Project intends to source its principal feedstock. The site was formerly used as a council sewage treatment plant, and demolition of the legacy infrastructure has been completed.
The industrial site is being acquired under an executed REIQ contract dated 11 July 2026 for AUD $35,700,000. AUD $10,000,000 in equity has already been committed against this contract, with the remaining approximately AUD $25,700,000 funded via Tranche 1.
Bundaberg Biofuels is being developed in the context of Australia's dependence on imported liquid fuels and increasing domestic and international demand for lower-carbon transport alternatives.
Sustainable Aviation Fuel demand is being supported by international blending requirements and decarbonisation commitments across aviation, fuel distribution and government. At the same time, the development of domestic renewable fuel capacity has potential strategic relevance to Australia's longer-term energy resilience.
The Project's base financial case is stated not to depend upon future government grants, production incentives or the introduction of an Australian Sustainable Aviation Fuel mandate. Any government assistance ultimately secured would therefore represent potential upside rather than a core assumption supporting the base case.
Equity participation is proposed directly in Bundaberg Biofuels Pty Ltd, the Project Special Purpose Vehicle, rather than in Bioenergy Group Pty Ltd.
The proposed structure is intended to provide capital partners with direct exposure to the Bundaberg Project and to ring-fence its assets, liabilities and cash flows from Bioenergy Group's broader project portfolio.
The Tranche 1 offer comprises a fixed 20.37% equity interest (1,548 of 7,600 Ordinary Shares) in Bundaberg Biofuels Pty Ltd at AUD $25,000 per Ordinary Share. Governance rights, investor protections and future funding arrangements will be determined through due diligence, negotiation and definitive transaction documentation.
Bioenergy Group is seeking eligible equity capital partners capable of supporting a major infrastructure project and the subsequent construction-finance process.
The preferred investor profile includes:
In addition to financial capacity, strategic experience in infrastructure delivery, project finance, renewable fuels, aviation, agriculture, energy markets or commercial offtake may provide material value to the Project.
The current AUD $38.7 million Tranche 1 capital requirement is intended to advance the property acquisition, Project-related liabilities, civil works, detailed engineering and initial programme requirements.
A separate senior construction debt facility is intended to fund the remaining construction and delivery requirements at the Project level. First Fischer–Tropsch liquids production is targeted for Q1–Q2 2028, subject to capital availability, land settlement, approvals, final engineering, procurement, construction and successful commissioning.
The proposed funding pathway provides a defined progression from the current development stage through to construction and commercial operation. It remains dependent upon successful completion of Tranche 1, subsequent construction financing and the satisfaction of the Project's remaining development milestones.
Bundaberg Biofuels is being developed within the corporate and project framework established by Bioenergy Group Pty Ltd for its Australian Bioenergy Infrastructure Program.
Bioenergy Group Pty Ltd is a privately owned Australian company established in 2023 to develop vertically integrated bioenergy and renewable fuels projects. Its development model contemplates each major project being established within a dedicated Special Purpose Vehicle, allowing project assets, liabilities, financing arrangements and commercial agreements to be managed separately.
Bundaberg Biofuels Pty Ltd has been established as the Project Special Purpose Vehicle for the Bundaberg Biofuels development and is the proposed issuer of equity to participating capital partners.
ABN: 13 670 252 981
Role: Programme developer and parent company
Registered office: Level 54, 111 Eagle Street, Brisbane QLD 4000
Bioenergy Group Pty Ltd is responsible for originating and developing the Bundaberg Biofuels opportunity and the broader Australian Bioenergy Infrastructure Program. Its role includes coordinating project development, technology selection, engineering, feedstock strategy, commercial engagement and capital formation.
Bioenergy Group Pty Ltd currently holds 100% of the shares in Bundaberg Biofuels Pty Ltd, as stated in the client-submitted information.
ABN: 22 684 740 261
Role: Project Special Purpose Vehicle and proposed investment entity
Bundaberg Biofuels Pty Ltd is the dedicated Project company through which the Bundaberg development is intended to be owned, financed, constructed and operated.
The company is identified as the buyer under the Bundaberg land contract and is intended to hold the Project land following settlement. Subject to the final contractual arrangements, the Project's principal assets, liabilities, approvals, commercial agreements and financing arrangements are also intended to be held at this entity level.
Capital partners acquiring equity will invest directly in Bundaberg Biofuels Pty Ltd rather than in Bioenergy Group Pty Ltd.
ABN: 68 146 243 567
Role: Current landholder and seller under the Bundaberg land contract
Bundaberg Biohub Pty Ltd is the current holder of the Project land and the vendor under the executed contract for its acquisition by Bundaberg Biofuels Pty Ltd.
The industrial site is being acquired under an executed REIQ contract dated 11 July 2026 for AUD $35,700,000, with seller Bundaberg Biohub Pty Ltd (ABN 68 146 243 567). Settlement is targeted for August/September 2026, subject to funding and satisfaction of the contract terms and completion requirements.
This approach is intended to provide participating capital partners with direct economic exposure to the Bundaberg Project while separating the Project from Bioenergy Group's other development activities. The structure is also intended to support project-level debt financing, commercial contracting, governance and investor reporting.
The Tranche 1 issuance provides the incoming equity partner or partners with a fixed 20.37% interest (1,548 of 7,600 Ordinary Shares) in Bundaberg Biofuels Pty Ltd. Immediately following issuance, Bioenergy Group Pty Ltd will retain 6,052 Ordinary Shares, representing 79.63%.
The definitive transaction documents will address:
The Project is expected to be funded through a combination of equity and project-level debt.
The AUD $38.7 million Tranche 1 capital requirement is intended to support the next stage of development, including the Bundaberg property acquisition, identified Project-related liabilities, civil works, detailed engineering and initial programme requirements.
Tranche 1 comprises the issue of 1,548 Ordinary Shares at AUD $25,000 per share, representing 20.37% of Bundaberg Biofuels Pty Ltd following issuance.
Following Tranche 1, a separate senior construction debt facility is intended to be raised at the Project level to fund the remaining construction and delivery requirements. The proposed construction facility is expected to be structured with reference to the Project's assets, technology, commercial arrangements and contracted offtake position.
The amount, timing, security and conditions of the construction debt facility remain subject to lender due diligence, credit approval and definitive financing documentation.
The use of a dedicated Special Purpose Vehicle is intended to provide a clear separation between the Bundaberg Project and Bioenergy Group's wider development programme.
Subject to completion of the proposed transaction and definitive documentation, Bundaberg Biofuels Pty Ltd is intended to hold or become the beneficiary of:
The effectiveness of this ring-fencing will depend on the final ownership of each asset and agreement, the assignment or novation of relevant contracts, the treatment of intercompany arrangements and the terms of the Project financing documentation.
The governance arrangements for Bundaberg Biofuels Pty Ltd will be formalised as part of the proposed investment transaction.
Bioenergy Group intends to retain board representation and an ongoing co-investment position in the Project. The selected equity capital partner or partners are expected to receive governance and information rights commensurate with the final investment and ownership position.
These arrangements are expected to be documented through a Shareholders Agreement and may include:
The final governance framework will be subject to negotiation and definitive transaction documentation.
Bundaberg Biofuels is the flagship and first-mover project within Bioenergy Group's Australian Bioenergy Infrastructure Program.
Bioenergy Group has also identified further development opportunities, including Dingo Biofuels and Maranoa Biofuels. Those projects are held or intended to be held through separate Project Special Purpose Vehicles and are not included within the Bundaberg Biofuels investment unless expressly agreed and documented.
Investment in Bundaberg Biofuels Pty Ltd therefore provides exposure to the Bundaberg Project rather than automatic ownership of Bioenergy Group or its wider development pipeline.
The Bundaberg Project may nevertheless benefit from knowledge, supplier relationships, development capability and commercial engagement established across the wider programme. Any shared services, intellectual property, personnel, expenses or commercial arrangements between Bioenergy Group, Bundaberg Biofuels Pty Ltd and related entities will be documented and disclosed as part of the investment due-diligence process.
Bundaberg Biofuels is being developed in response to the increasing strategic and commercial importance of renewable liquid fuels, particularly Sustainable Aviation Fuel, and Australia's continuing dependence on imported petroleum products.
The Project is intended to participate in the transition towards lower-carbon aviation and transport fuels while contributing to the development of domestic fuel production capacity. Its proposed product portfolio also includes biogenic COâ‚‚ and precision biofertiliser, providing exposure to complementary industrial and agricultural markets.
The market opportunity is supported by four principal factors:
Management has identified Australia's dependence on imported liquid fuels as a long-term strategic vulnerability.
That information state that approximately 90% of Australia's liquid fuels are imported and cite domestic stockholding estimates equivalent to approximately 29–37 days of cover across jet fuel, petrol and diesel as at early 2026.
Management notes that Australia is the only International Energy Agency member state that has not met the organisation's 90-day net-import stockholding obligation since 2012.
The domestic stockholding figures and the International Energy Agency obligation are calculated using different methodologies and should not be interpreted as directly equivalent measures. Nevertheless, both are relevant to the broader strategic issue of Australia's reliance on international fuel supply chains.
Domestic production of Sustainable Aviation Fuel and Renewable Diesel has the potential to contribute to a more diversified national fuel supply while supporting the transition towards lower-carbon transport.
Bundaberg Biofuels is not expected to resolve Australia's fuel-security requirements independently. However, the Project represents an opportunity to establish additional domestic renewable fuel production capacity using regionally sourced agricultural feedstock and commercially established conversion technologies.
Aviation is expected to require liquid fuels for the foreseeable future, particularly for long-distance and heavy-payload operations where electrification and other alternatives remain constrained.
Sustainable Aviation Fuel is intended to provide a lower-carbon alternative capable of being used within existing aviation fuel infrastructure, subject to applicable technical specifications, certification and blending requirements.
Demand is being supported by:
Management has identified the European Union, United Kingdom and Japan as markets in which blending requirements are supporting demand growth. These international settings are relevant to the development of global Sustainable Aviation Fuel markets and potential export opportunities.
Australian airlines, fuel distributors and government stakeholders are also considering pathways to increase the availability and use of domestically produced Sustainable Aviation Fuel.
While demand for Sustainable Aviation Fuel is increasing, global supply remains constrained by feedstock availability, production economics, technology deployment and the time required to finance, construct and commission new facilities.
Management has identified limitations affecting several established or emerging production pathways.
The Hydroprocessed Esters and Fatty Acids pathway relies primarily on oils and fats, including used cooking oil, animal fats and vegetable oils.
These feedstocks are finite and are also required by renewable diesel and other biofuel markets. Increasing demand may place pressure on feedstock availability, pricing and sustainability credentials, limiting the extent to which this pathway alone can meet future Sustainable Aviation Fuel requirements.
Alcohol-to-Jet converts ethanol or other alcohol feedstocks into aviation fuel.
Management has identified the relative cost of this pathway and its reliance on suitable alcohol supply as potential commercial constraints. Projects dependent upon third-party ethanol may also be exposed to the pricing, availability and carbon intensity of their feedstock.
Power-to-Liquids pathways use renewable electricity and green hydrogen to produce synthetic liquid fuels.
These technologies may become increasingly important over time. However, Management considers the current cost and availability of green hydrogen to be significant constraints upon large-scale commercial deployment.
Bundaberg Biofuels proposes to use a biomass-to-Fischer–Tropsch, or Bio-FT, pathway.
Agricultural feedstock will be converted through anaerobic digestion into biogas. Following upgrading and conditioning, the renewable gas will be processed through a Gas-to-Liquids facility using Fischer–Tropsch synthesis to produce Sustainable Aviation Fuel and Renewable Diesel.
Management considers this pathway to offer several strategic advantages:
The proposed fuels are intended to meet ASTM D7566 requirements for Sustainable Aviation Fuel and EN 15940 specifications for Renewable Diesel. Commercial sales will remain dependent upon successful production, testing, certification and compliance with the requirements of the relevant customers and jurisdictions.
Management refers to Australian Government announcements supporting the development of a domestic low-carbon liquid fuels industry.
These include:
AUD $250 million in innovation funding
AUD $1.1 billion in proposed production incentives for low-carbon liquid fuels
Management also notes the potential introduction of a formal Australian Sustainable Aviation Fuel mandate regime.
The timing, eligibility requirements and final form of any funding, production incentive or mandate remain subject to government policy and legislative processes.
Importantly, Bioenergy Group has stated that the Project's base financial case does not assume receipt of these incentives. Any government funding or production support ultimately received is intended to be treated as potential upside rather than as a requirement for the Project's forecast base-case economics.
The Project is designed to recover and liquefy biogenic COâ‚‚ generated during the production process.
Biogenic COâ‚‚ may be used across food, beverage and industrial applications, subject to product specifications and customer requirements. Unlike fossil-derived COâ‚‚, biogenic COâ‚‚ originates from renewable biological material and may provide customers with an alternative supply source as they consider the carbon characteristics of their operations and supply chains.
The Project's forecast biogenic COâ‚‚ production is reported to be covered by a binding offtake arrangement with BOC/Linde.
This arrangement provides a defined commercial pathway for one of the Project's principal co-products, subject to the contract's terms, conditions, commissioning requirements and product specifications.
The anaerobic digestion process produces digestate containing nutrients derived from the original agricultural feedstock.
Bundaberg Biofuels intends to process and concentrate this digestate into a precision liquid biofertiliser designed to meet Queensland's End of Waste framework. The product is intended for distribution into the agricultural sector, including the regional farming systems supporting the Project's feedstock supply.
The proposed model creates a circular relationship between the Project and regional agriculture:
The Project's forecast biofertiliser production is reported to be covered by a binding offtake arrangement with Organica BioAg, subject to the applicable contractual terms, product specifications and commissioning requirements.
Bundaberg provides an agricultural and industrial setting suited to the Project's proposed operating model.
The surrounding region supports cane growing, horticulture and other agricultural activities from which sorghum, bagasse and agricultural residues may be sourced. Feedstock due diligence identified potential supply materially exceeding the Project's expected annual requirement and distributed across multiple source categories.
The Project site is an established industrial location where legacy infrastructure demolition has been completed. Its proximity to regional agricultural production is intended to reduce dependence on long-distance feedstock supply while supporting direct engagement with growers and agricultural organisations.
These characteristics provide Bundaberg Biofuels with a location-specific opportunity to integrate renewable fuel production with regional agricultural activity.
Bundaberg Biofuels is positioned as a domestic producer of renewable liquid fuels and complementary co-products rather than as a single-product technology development.
The Project's proposed commercial positioning is supported by:
The opportunity remains subject to the completion of financing, outstanding approvals, definitive commercial agreements, construction, commissioning and product certification.
Policy basis: While supported by announced Australian Federal Government low-carbon liquid fuel initiatives (AUD $250 million innovation funding and AUD $1.1 billion production incentives), the Project's base financial model assumes zero reliance on government grants, production subsidies or mandates.
The market opportunity for Bundaberg Biofuels is founded upon the intersection of increasing Sustainable Aviation Fuel demand, constrained global supply, Australia's dependence on imported fuels and the availability of regional agricultural resources.
The Project's integrated model is intended to address these conditions by producing Sustainable Aviation Fuel and Renewable Diesel domestically while generating additional value from biogenic COâ‚‚ and biofertiliser.
The ability to convert this market opportunity into sustainable investor returns will ultimately depend upon the Project achieving its funding, approvals, feedstock, construction, certification, operating and commercial objectives.
Bundaberg Biofuels is a proposed integrated bioenergy and renewable fuels facility located in Bundaberg East, Queensland.
The Project is designed to convert regionally sourced agricultural feedstock, primarily sorghum, into biogas through anaerobic digestion. The biogas will be upgraded and conditioned before being used as an input to a Gas-to-Liquids biorefinery employing Fischer–Tropsch synthesis.
The facility is intended to produce:
The integrated configuration is designed to recover commercial value from the principal fuel outputs and associated co-products while incorporating internal water recovery, nutrient recycling and process heat utilisation.
Bundaberg Biofuels is the first project being advanced within Bioenergy Group Pty Ltd's Australian Bioenergy Infrastructure Program.
The Project is proposed for an established industrial site at:
55–59 Alexandra Street and 1 McGills Road
Bundaberg East QLD 4670
The land is described in this Information Memorandum as:
The site is situated within the Bundaberg Regional Council local government area.
The property was formerly used as a council sewage treatment plant. Demolition of the legacy treatment infrastructure has been completed, and site preparation works have commenced.
The location provides proximity to the surrounding agricultural region from which the Project intends to source its principal feedstock.
Bundaberg Biofuels Pty Ltd is identified as the buyer under an executed REIQ purchase contract dated 11 July 2026 for AUD $35,700,000 with seller Bundaberg Biohub Pty Ltd (ABN 68 146 243 567). Settlement is targeted for August/September 2026, subject to funding and satisfaction of the contract terms and completion requirements.
Bundaberg Biohub Pty Ltd (ABN 68 146 243 567) is the current landholder and seller under the executed REIQ purchase contract dated 11 July 2026. The purchase price is AUD $35,700,000 and settlement is targeted for August/September 2026.
Following settlement, ownership of the Project land is intended to transfer to Bundaberg Biofuels Pty Ltd.
The Tranche 1 funding requirement includes approximately AUD $25.7 million allocated towards the acquisition of the real property and associated Project rights. Management confirms that AUD $10 million in equity has already been committed against the AUD $35.7 million contract value.
The proposed facility incorporates the following principal process areas:
The final configuration will be determined through detailed engineering, regulatory approvals, vendor specifications, construction planning and the requirements of definitive commercial agreements.
These parameters represent the current Project design and management targets. Final performance will depend upon detailed engineering, equipment selection, construction, commissioning, feedstock characteristics and demonstrated operating results.
The principals who now lead Bioenergy Group, operating through Utilitas Group, commenced work involving advanced anaerobic digestion and biogas technology in Australia.
The Bioenergy Group principals secured the right to acquire the Bundaberg Biohub project. The Bundaberg East location was identified as a potential site for an integrated bioenergy facility.
Bioenergy Group Pty Ltd was incorporated, and its vertically integrated development model was formalised.
Front-End Engineering Design was completed. Bundaberg Regional Council approved the Project's Development Permit in November 2024. An Environmental Authority was also secured.
Site preparation activities commenced, including the demolition of the former council sewage treatment infrastructure.
Feedstock due diligence meetings and site visits were undertaken in June 2026. The land acquisition contract was executed in July 2026, with settlement targeted for August or September 2026.
Bundaberg Regional Council reference: 522.2024.450.1
Approval date: 26 November 2024
The Development Permit is described as approving, with conditions, the anaerobic digestion, gas upgrading and COâ‚‚ liquefaction components.
The proposed Gas-to-Liquids plant and associated fuel production infrastructure are not presently included within the approved scope and require further planning approval.
Following consultation with Bundaberg Regional Council and the Queensland State Government, the GTL plant approval will be progressed as a change/other application to the existing Development Permit (Ref: 522.2024.450.1) rather than a brand-new development application.
The final approval pathway, conditions and timing remain subject to the relevant regulatory processes.
Environmental Authority reference: P-EA-100718804
The Environmental Authority applies to the currently approved Project activities. Any amendment or additional environmental approval required for the Gas-to-Liquids scope will need to be obtained before the relevant activities may proceed.
The programme represents management's current development targets and is not a guaranteed delivery schedule. Achievement of these milestones will depend upon timely funding, land settlement, regulatory approvals, detailed engineering, procurement, contractor performance, equipment manufacturing, construction and successful commissioning.
Bundaberg Biofuels is designed as an integrated processing facility combining anaerobic digestion, biogas upgrading, biogenic CO₂ recovery, Fischer–Tropsch conversion and digestate concentration.
The Project's technology-selection process has focused on:
The Project's core technologies are described by Management as Technology Readiness Level 9, reflecting technologies demonstrated in commercial operating environments.
This classification relates to the maturity of the individual technology platforms. The combination of those platforms within the Bundaberg facility remains subject to detailed engineering, interface management, construction, commissioning and performance testing.
Biogest PowerRing (Austria) anaerobic digestion technology has been selected as the proposed platform for converting agricultural biomass into biogas.
Management confirms that Biogest has:
The proposed anaerobic digestion system will process primarily sorghum silage, together with other suitable agricultural biomass where commercially and technically appropriate.
Within the digesters, organic material will be broken down biologically in the absence of oxygen, producing biogas containing methane and biogenic COâ‚‚, and digestate containing water, organic matter and plant nutrients.
The selected system's ability to process more than one suitable substrate is intended to provide operating flexibility and reduce dependence upon a single feedstock source.
Actual gas yield, retention time, feedstock throughput and operating performance will depend upon the delivered feedstock composition, moisture content, volatile solids, storage conditions and plant operation.
Bioenergy Group has worked with Griffith University to assess the biomethane potential of proposed feedstocks.
Management reports a sweet sorghum biomethane potential result of:
372.8 ± 18.3 NmL CH₄/g VS
Sugar-industry and distillery waste streams are also identified as being under evaluation.
Biomethane potential testing assists in estimating the volume of methane that may be generated from a defined quantity of volatile solids under controlled conditions. Laboratory results do not, by themselves, establish full-scale plant yield, which will depend upon feedstock handling, digester conditions, process stability and operating performance.
Further feedstock characterisation and validation will form part of detailed engineering and operational planning.
Emerging Fuels Technology (EFT) has been selected as the proposed Fischer–Tropsch Gas-to-Liquids technology provider, using its cobalt slurry Fischer–Tropsch catalyst platform.
Management confirms that the selection process considered Emerging Fuels Technology alongside other technology providers, including Johnson Matthey, Velocys and Infinium.
Emerging Fuels Technology was selected based upon management's assessment of conversion efficiency, commercial maturity, modular scalability, catalyst performance, compatibility with the proposed renewable gas input, naphtha recycling capability and independent technical assessment.
The proposed system uses Fischer–Tropsch synthesis to convert conditioned renewable gas into liquid hydrocarbons. These liquids will then be processed into Sustainable Aviation Fuel and Renewable Diesel meeting the applicable product specifications.
The current Gas-to-Liquids design capacity is approximately 155 barrels per day, ±5%.
The Fischer–Tropsch process converts synthesis gas containing hydrogen and carbon monoxide into liquid hydrocarbons through catalytic reaction.
For Bundaberg Biofuels, the proposed process includes:
The Project is intended to produce fuels capable of following the ASTM D7566 certification pathway for Sustainable Aviation Fuel and the EN 15940 specification for Renewable Diesel.
Product certification will depend upon the final process configuration, fuel composition, testing and approval through the applicable certification pathways.
Mitternight (USA) is identified as the proposed fabrication partner for the Gas-to-Liquids biorefinery process train. The company was recommended by Emerging Fuels Technology to manufacture the proposed equipment, including the autothermal reformer and associated process modules.
The proposed manufacturing strategy contemplates off-site fabrication of the principal Gas-to-Liquids modules before their transport to Bundaberg for installation. This approach is intended to provide controlled manufacturing conditions, improve quality assurance and inspection, reduce the volume of specialist fabrication required on site, allow elements of civil works and equipment manufacture to proceed concurrently, and reduce installation and schedule risk where practicable.
BOC / Linde is identified as the proposed technology provider for the Project's biogenic COâ‚‚ capture, liquefaction and storage system and as the offtake counterparty for the resulting product. The proposed system is designed for 99.5% COâ‚‚ capture efficiency.
The separated biogenic COâ‚‚ stream will be treated, liquefied and stored before collection or dispatch under the applicable offtake arrangements. The Project's forecast biogenic COâ‚‚ production is reported to be covered by a binding offtake arrangement with BOC/Linde, subject to the contract terms, commissioning and achievement of the required product specification.
Eneraque Renewables is identified as the Project's Australian EPC and regulatory-compliance partner, supporting Australian engineering and regulatory compliance, balance-of-plant design, integration of the principal technology packages and Project delivery requirements.
HRS Heat Exchangers is identified as a prospective provider of the Project's digestate concentration and evaporation system. The proposed HRS Heat Exchangers Digestate Concentration System is a multi-effect vacuum evaporation DCS designed specifically for anaerobic digestion facilities. It removes water from digestate while recovering condensate for process-water reuse and supporting facility water circularity.
The system is intended to utilise surplus high-pressure steam recovered from the Gas-to-Liquids process rather than drawing upon a separate primary energy source. The intended benefits include reduction in the volume of digestate requiring storage and transport, concentration of nutrients within the biofertiliser product, recovery of condensate for reuse within the facility, potential reduction in odour, and conversion of ammonia into ammonium sulphate as part of the proposed nutrient-recovery process.
The individual process technologies are described as commercially established. However, their successful integration within the Bundaberg facility is a material technical and execution consideration.
Key integration requirements include:
Management confirms that Front-End Engineering Design has been completed and that the Basis of Design was updated to Revision 3.0 in June 2026.
The next technical and engineering activities include completion of detailed engineering, confirmation of the final site layout, development of the integrated heat and mass balance, finalisation of equipment and utility specifications, confirmation of process guarantees, completion of civil and structural design, finalisation of vendor and contractor scopes, placement of long-lead equipment orders, construction planning, and development of the commissioning and operational-readiness programme.
Completion of these activities is dependent upon funding, regulatory approvals, procurement and definitive contracting.
Feedstock availability, quality, cost and continuity are fundamental to the operating performance of Bundaberg Biofuels.
The Project is designed to process approximately 200,000 tonnes of agricultural biomass annually, with sorghum silage intended to serve as the principal feedstock. Other compatible agricultural biomass and residue streams may be incorporated where they meet the technical, commercial and regulatory requirements of the anaerobic digestion system.
Bioenergy Group has developed a diversified regional sourcing strategy intended to reduce dependence upon any single grower, crop, agricultural sector or supply location.
Management confirms that feedstock due diligence identified potential regional supply equivalent to approximately six to ten times the Project's annual requirement.
These supply estimates represent identified or prospective agricultural capacity. They should not be interpreted as fully contracted annual delivery volumes except where supported by executed agreements.
Bioenergy Group undertook feedstock due-diligence meetings and site visits in the Bundaberg region from 17 to 19 June 2026.
The engagement included major regional cane-grower cooperatives, sugar-milling interests, farming and green-waste operations, horticultural operators and other prospective agricultural suppliers.
The assessment identified potential feedstock from four principal source categories:
Management concluded that the combined potential supply materially exceeds the Project's annual requirement.
Management has identified an arrangement covering approximately 2,000 hectares per annum, an assumed yield of approximately 100 tonnes per hectare per annum, ±15%, and approximately 200,000 tonnes per annum of delivered sorghum.
This volume is equivalent to the Project's stated annual feedstock requirement.
Management describes this supply as subject to a secured agreement. The definitive agreement should be assessed for its term, enforceability, land access, production obligations, delivered volume, pricing, quality specifications, transport responsibilities, remedies and termination provisions.
The Bundaberg cane-growing region contains agricultural land that is periodically left fallow as part of existing crop-management practices.
The Project proposes that suitable fallow land may be used to grow sorghum as a rotation crop without displacing the growers' principal fruit, vegetable, legume or cane activities.
Management has identified potential sorghum production from this source of approximately 576,000 to 1,000,000 tonnes per annum. This estimate represents potential production capacity rather than a fully contracted supply volume.
Management has identified engagement with the Isis cane-growing cooperative, representing approximately 200 growers.
Potential sorghum production from fallow land associated with these growers is estimated at 480,000 to 720,000 tonnes per annum.
Management has identified an operational rail connection to Bundaberg as a potential logistics advantage.
Approximately 80,000 tonnes per annum of bagasse and horticultural residues are identified as potentially available within proximity to the Project site. These materials may provide supplementary or alternative feedstock, subject to technical suitability, biomethane potential, contamination and composition, seasonal availability, competing uses, handling and storage requirements, delivered cost, and compatibility with the Project's environmental approvals.
The proposed feedstock model contemplates long-term contractual arrangements with regional growers and suppliers.
Institutional financing will ordinarily require the contracting strategy to address committed annual volumes, contract duration, pricing and indexation, minimum and maximum delivery obligations, moisture and quality specifications, crop-establishment responsibilities, harvesting, ensiling and transport, measurement and acceptance procedures, sustainability and traceability requirements, crop-failure and force-majeure provisions, security or performance support, default remedies, and termination and replacement rights.
Sorghum must be harvested, transported and stored in a manner that preserves its suitability for anaerobic digestion.
The Project proposes to use ensiling to provide a consistent feedstock supply between harvesting periods. Management has identified a target of maintaining up to 12 months of "insurance silage" as a strategic reserve.
This reserve is intended to provide protection against seasonal production variability, severe weather, short-term crop failure, harvesting delays, supplier disruption, and interruptions to transport or logistics.
Feedstock logistics will include movement from farms or collection points, harvesting and loading, transport to the Bundaberg site, weighbridge and acceptance procedures, sampling and quality testing, unloading and storage, and controlled delivery into the digestion process.
The proximity of identified agricultural sources to the Project is intended to limit transport distances and associated costs where practicable. The operational rail connection associated with the Isis cane-growing region may provide additional logistics flexibility.
Bundaberg Biofuels requires approximately 200,000 tonnes of agricultural biomass annually.
Management's regional assessment identified potential feedstock supply of approximately six to ten times this requirement across dedicated sorghum production, cane-growing fallow land, bagasse and horticultural residues.
The proposed strategy combines diversified sourcing, long-term contracting, multi-feedstock capability and strategic silage reserves. This approach is intended to reduce concentration and seasonal supply risk.
The Project's feedstock position will ultimately depend upon the execution and performance of definitive supply agreements, the commercial participation of regional growers, agricultural yields, delivered feedstock quality and the effectiveness of harvesting, storage and logistics arrangements.
Bundaberg Biofuels is designed to generate revenue from three principal product streams: Sustainable Aviation Fuel and Renewable Diesel; captured and liquefied biogenic COâ‚‚; and precision liquid biofertiliser.
Commercial engagement has progressed across each proposed product stream, although the arrangements are at different stages of contractual maturity.
Management reports binding offtake arrangements for biogenic COâ‚‚ and biofertiliser, an executed term sheet and draft take-or-pay contract for Sustainable Aviation Fuel, and further commercial discussions with fuel, aviation and defence counterparties.
The status of each relationship must be assessed according to the applicable agreement, including its conditions precedent, contracted volume, pricing, commencement, term, product specifications, performance obligations and termination rights.
The inclusion of a counterparty in this section does not indicate that the counterparty has endorsed this Information Memorandum, the Project or the proposed investment.
Management confirms that Bioenergy Group has entered into an executed term sheet with Trafigura in relation to Sustainable Aviation Fuel. A draft binding take-or-pay contract is described as being under review.
A term sheet records the principal commercial terms being considered by the parties but does not necessarily create an unconditional obligation to purchase product. The legal effect of the executed term sheet will depend upon its specific provisions. Similarly, the draft take-or-pay contract will not become binding unless and until it is finalised and executed by the relevant parties.
Management describes commercial discussions with Viva Energy regarding potential Sustainable Aviation Fuel offtake as advanced. No executed offtake contract or committed purchase volume with Viva Energy is identified in the information currently available. Accordingly, the relationship should be treated as a prospective commercial opportunity unless and until definitive documentation is executed.
Management describes discussions with the Australian Defence Force regarding potential Sustainable Aviation Fuel offtake as advanced. Management reports that the Australian Defence Force undertook a positive independent review of the Project's proposed Bio-FT technology pathway. No executed fuel-purchase contract with the Australian Defence Force is identified by Management.
Management describes discussions with Qantas regarding potential Sustainable Aviation Fuel offtake as advanced. No executed offtake contract or committed volume with Qantas is identified in the information provided. The relationship should therefore be treated as a prospective commercial opportunity unless and until the parties enter definitive documentation.
The Project's commercial model is intended to diversify revenue across renewable liquid fuels and two co-product streams.
Based on the unaudited management forecasts provided:
This profile reduces direct dependence upon one product market but does not fully separate the revenue risks. All three streams rely upon the same underlying facility, feedstock supply and successful process integration. A disruption affecting plant availability, feedstock throughput, gas production or commissioning may affect multiple products simultaneously.
The financial information in this section is based on the management forecasts, project-cost estimates and commercial assumptions currently adopted by Management.
Bundaberg Biofuels is a development-stage project and has not commenced commercial production. It does not therefore have historical operating revenue or earnings from the proposed facility.
The financial case is based upon the Project being funded, constructed, commissioned and operated in accordance with its current design, production and commercial assumptions.
Management forecasts:
All forecasts remain subject to due diligence, final engineering, definitive contracts, financing, construction, commissioning and demonstrated operating performance.
These figures are drawn from the Project's July 2026 commercial and offtake information and represent management forecasts rather than contracted minimum revenue.
The revenue forecasts assume, among other matters, achievement of the intended production capacity, attainment of the target plant availability, successful production and certification of saleable products, commencement and performance of the relevant offtake arrangements, achievement of the assumed product pricing, and operation without material interruption.
Total Project capital expenditure is presently estimated at:
AUD $188,876,151
Total Estimated Project Capex is AUD $188,876,151. The contingency allowance of AUD $20,689,211 represents an exact 15.61% contingency applied to the combined equipment hardware packages (AD Facility AUD $83,846,940 + GTL Biorefinery AUD $48,640,000 = AUD $132,486,940).
The capital expenditure estimate remains subject to completion of detailed engineering, final process and equipment specifications, definitive supplier and contractor pricing, civil and site conditions, freight and logistics, foreign-exchange movements, duties and taxes, escalation, owner's costs, financing and transaction costs, commissioning and start-up expenditure, working capital, and construction contingency.
Management has identified ongoing programme costs of approximately AUD $320,000 per month. The final sources-and-uses schedule will need to specify the period and amount of programme costs funded from Tranche 1 and reconcile those costs with the stated AUD $38.7 million allocation.
Management presents two indicative valuation outcomes.
An indicative valuation of AUD $587,587,000 is derived by applying a multiple of 14.3 times forecast EBITDA of approximately AUD $41.09 million.
On 7,600 post-Tranche 1 Ordinary Shares, the AUD $587.59 million global-multiple valuation implies AUD $77,314.08 per Ordinary Share.
Management describes 14.3 times EBITDA as a global average multiple for green-energy project valuations.
An alternative indicative valuation of AUD $383,369,700 is derived by applying a multiple of 9.33 times forecast EBITDA.
On 7,600 post-Tranche 1 Ordinary Shares, the AUD $383.37 million BDO 9.33x DCF-basis valuation implies AUD $50,443.38 per Ordinary Share.
Management describes the 9.33 times multiple as arising from a conservative discounted cash-flow assessment undertaken by BDO.
The Australian Sustainable Aviation Fuel industry remains at an early stage of commercial development, with several announced projects progressing through feasibility, engineering, site selection, approvals and capital formation.
Bundaberg Biofuels is positioned within this developing market as an integrated agricultural biomass-to-fuels project combining anaerobic digestion with Fischer–Tropsch Gas-to-Liquids technology.
Management has identified four Australian projects as relevant comparators: Jet Zero Australia's Project Ulysses; HAMR Energy; Wagner Sustainable Fuels; and Licella's Project Swift.
Based on the development information contained in that information, management considers Bundaberg Biofuels to be among the more advanced Australian projects pursuing domestic Sustainable Aviation Fuel production.
This assessment reflects the information available to and provided by management as at July 2026. Competitor projects may progress, change technology, secure funding, enter commercial arrangements or revise their development programmes after that date.
The comparative information above reflects Management's current assessment and has not been independently verified or updated for this memorandum.
Bundaberg Biofuels will compete with domestic and international fuel producers for capital, government support, technology and equipment, specialist personnel, feedstock, customers, offtake contracts, logistics capacity and market share.
Additional competitive risks include faster development by another Australian project, lower-cost imported Sustainable Aviation Fuel, improvement in alternative production pathways, changes in feedstock economics, customer preference for different certification pathways, and increased supply reducing future market premiums.
The Project's competitive position will need to be reassessed throughout development and commercial operation.
Bundaberg Biofuels is positioned as an advanced-development Australian renewable fuels project with an established industrial site, completed Front-End Engineering Design, approvals for its anaerobic digestion-related scope, identified regional feedstock and progressed commercial engagement.
Management considers the Project differentiated by its diversified agricultural feedstock strategy, integrated Bio-FT technology pathway and multiple proposed revenue streams.
Its competitive position remains dependent upon completing the capital raising, land settlement, outstanding approvals, detailed engineering, definitive commercial agreements, construction and commissioning before competing projects achieve equivalent or more advanced milestones.
An investment in Bundaberg Biofuels Pty Ltd involves material risks associated with developing, financing, constructing, commissioning and operating a renewable fuels facility.
The Project has completed material development work but has not commenced commercial production. Its forecast revenue, EBITDA, valuation and investor returns depend upon the successful completion of several interdependent activities.
The risks described below may delay or prevent the Project, increase its funding requirements, reduce operating performance or result in the loss of some or all invested capital. They should be considered together with the other information contained in this memorandum and independent due diligence undertaken by each prospective capital partner.
Bundaberg Biofuels remains a development-stage project. It has not yet completed the land acquisition, obtained all approvals required for the Gas-to-Liquids scope, completed detailed engineering, achieved full construction financial close or commenced construction of the complete facility.
The Project has secured a Development Permit and Environmental Authority for the anaerobic digestion, gas upgrading and COâ‚‚ liquefaction components. Following consultation with Bundaberg Regional Council and the Queensland State Government, the GTL plant approval will be progressed as a change/other application to the existing Development Permit (Ref: 522.2024.450.1) rather than a brand-new development application.
The Project site is being acquired under an executed REIQ purchase contract dated 11 July 2026 for AUD $35,700,000 with seller Bundaberg Biohub Pty Ltd (ABN 68 146 243 567). Settlement is targeted for August/September 2026, subject to funding and satisfaction of the contract terms and completion requirements.
A delay or failure in land settlement or approvals may increase costs, require changes to the Project design, affect existing commercial arrangements or prevent the Project from proceeding on its current site or timetable.
The Tranche 1 equity raise offers 1,548 Ordinary Shares out of 7,600 total Ordinary Shares in Bundaberg Biofuels Pty Ltd (ABN 22 684 740 261), representing an exact 20.37% equity interest in the Project SPV at a subscription price of AUD $25,000 per Ordinary Share. Parent company Bioenergy Group Pty Ltd (ABN 13 670 252 981) retains 6,052 Ordinary Shares (79.63%).
The Company has not yet secured a committed Tranche 2 construction facility. There is no assurance that the required debt and equity funding will be secured in full, within the required timeframe or on acceptable terms.
The Project may require additional capital if costs increase, debt availability is lower than expected, approvals or construction are delayed, or operating performance is below forecast. Further equity issuance may dilute existing shareholders, including capital partners who do not participate in subsequent funding rounds.
Total Project capital expenditure is currently estimated at approximately AUD $188.9 million. This estimate remains subject to detailed engineering, final supplier and contractor pricing, site conditions, foreign-exchange movements, freight, duties, escalation, financing costs and commissioning requirements.
The current estimate includes a contingency allowance of approximately AUD $20.7 million. The adequacy of that allowance will need to be confirmed through detailed engineering and independent cost review.
The current programme targets first Fischer–Tropsch liquids production in Q1–Q2 2028. This is a management target rather than a guaranteed completion date. Delay in funding, approvals, engineering, procurement, construction or commissioning may affect the Project's commercial arrangements, financing costs and investor returns.
The principal technology platforms are described as commercially established and Technology Readiness Level 9. However, the complete Bundaberg configuration has not yet been constructed or operated as an integrated facility.
The financial forecasts assume a target plant availability of 98% and a Gas-to-Liquids design capacity of approximately 155 barrels per day, ±5%. These performance targets have not been demonstrated at the Bundaberg facility.
Commissioning and ramp-up may take longer than anticipated. Actual production, yield, availability and product quality may be below forecast, particularly during initial operations.
The Project is expected to require approximately 200,000 tonnes of agricultural biomass annually.
Management has identified potential regional supply estimated at approximately six to ten times this requirement. However, prospective agricultural capacity is not equivalent to contracted and delivered feedstock.
Supply may be affected by grower participation, crop economics, competing land uses, weather, water availability, crop failure, supplier default, harvesting, transport and storage.
Feedstock quality is also material to plant performance. Variations in moisture, volatile solids, biomethane potential, contamination or storage condition may reduce gas yield or destabilise the anaerobic digestion process.
The proposed mitigation strategy includes multiple supply sources, multi-feedstock capability and strategic silage reserves. These measures may reduce concentration and seasonal risk but cannot guarantee sufficient feedstock at the required quality and price.
Commercial arrangements are at different stages of maturity.
Binding contracts are reported for biogenic COâ‚‚ and biofertiliser. The principal Sustainable Aviation Fuel arrangement is described as an executed term sheet and draft take-or-pay contract under review. Further discussions with other fuel, aviation and defence counterparties are not binding offtake commitments.
There is no assurance that the Sustainable Aviation Fuel contract will be executed, existing arrangements will satisfy their conditions precedent, the agreements will be considered bankable by project lenders, counterparties will perform throughout the relevant term, or alternative customers will be available on equivalent terms.
Sustainable Aviation Fuel represents approximately 56.8% of forecast gross income. Failure to secure or maintain a suitable fuel offtake arrangement may materially affect Project revenue and construction financing.
Realised product prices may also differ from management forecasts because of market supply, customer demand, fuel benchmarks, carbon intensity, competing production pathways, logistics and contractual pricing provisions.
The proposed Sustainable Aviation Fuel is intended to follow the ASTM D7566 certification pathway, while Renewable Diesel is intended to meet EN 15940 specifications.
The completed facility must produce fuels that satisfy the applicable technical, testing, sustainability and customer-acceptance requirements.
Certification may be delayed, more costly than anticipated or not achieved. Failure to obtain or maintain the required certification may prevent sales, reduce available markets or result in lower product pricing.
Demand and pricing may also depend upon the lifecycle carbon intensity and sustainability credentials of the fuel. These outcomes will be influenced by feedstock sourcing, agricultural practices, transport, process energy, methane management and the applicable certification methodology.
All Project revenue and EBITDA figures are management forecasts. The facility has not commenced operations, and the forecast results have not been demonstrated.
Management forecasts annual gross income of approximately AUD $55.4 million and annual EBITDA of approximately AUD $41.1 million. Actual results may be materially lower because of delayed commissioning or ramp-up, lower plant availability or production yield, reduced product pricing, higher feedstock or operating costs, foreign-exchange movements, increased maintenance or catalyst requirements, and reduced co-product output.
The indicative valuation figures are based upon forecast EBITDA and stated valuation multiples. They are not guaranteed transaction or exit values.
The value achieved in the current capital raising, future refinancing or any exit may be materially lower after accounting for development risk, Project debt, dilution, market conditions and investor return requirements.
Shares in Bundaberg Biofuels Pty Ltd will be unlisted and may be difficult to sell.
Management has identified possible exit pathways including refinancing, negotiated share buy-back, strategic sale, secondary sale, further institutional investment or an ASX listing. None of these outcomes is committed or assured.
Management identifies refinancing within approximately 18–24 months as a preferred potential investor exit pathway. Refinancing will depend upon Project completion, operating performance, contracted revenue, asset valuation, lender appetite and prevailing debt-market conditions.
An investor may be required to hold its interest for longer than anticipated and may be unable to realise its investment at an acceptable price.
Any share buy-back will be subject to the definitive transaction documents, applicable law, company solvency and the availability of sufficient funds.
The Project is currently led by a small core executive team within Bioenergy Group. Additional construction and operations resources are intended to be added through a dedicated Programme Office.
The loss or unavailability of key personnel, delayed recruitment or insufficient specialist capability may affect funding, development, construction or operations.
Bundaberg Biofuels Pty Ltd is currently owned by Bioenergy Group Pty Ltd and forms part of its broader development programme. Shared personnel, development expenditure, intellectual property, Project rights, intercompany balances and management services may create actual or potential conflicts between the Project SPV, Bioenergy Group and external investors.
These matters will require appropriate documentation and governance through the Shareholders Agreement, board structure, reserved matters, related-party controls and investor reporting arrangements.
Construction and operation will involve industrial equipment, pressure systems, combustible gases, fuels, chemicals, transport and environmental obligations.
A serious safety or environmental event may result in injury, plant damage, shutdown, remediation costs, regulatory action, civil or criminal liability and reputational harm.
The Project may also be affected by events outside its control, including severe weather, natural disaster, fire, pandemic, cyberattack, industrial action, supply-chain disruption or changes in law.
Insurance may not be available for every risk or may be subject to exclusions, deductibles and coverage limits. Insurance proceeds may be insufficient to meet the full cost of delay, damage or lost revenue.
Management has identified several measures intended to reduce Project risk, including:
These measures may reduce particular risks but cannot eliminate them.
Risk management should remain an ongoing component of Project governance through an updated risk register, clear allocation of responsibility, independent technical review, contractual protections and regular reporting to the board, investors and lenders.
The risks affecting Bundaberg Biofuels are interconnected. A delay or underperformance in one area may affect funding, completion timing, commercial agreements, operating cash flow and Project value.
Prospective capital partners should invest only after completing independent due diligence and determining that they have the financial capacity and risk tolerance to bear the potential loss of some or all of their investment.
Bundaberg Biofuels has been designed as an integrated renewable fuels project intended to combine commercial energy production with agricultural resource recovery and regional economic participation.
The Project's proposed environmental and social characteristics include:
These characteristics represent the Project's current design and operating intentions. Final environmental and social outcomes will depend upon detailed engineering, construction, feedstock sourcing, operational performance, regulatory compliance and independent measurement.
The Project is intended to convert regionally sourced agricultural biomass into renewable fuels and commercial co-products through anaerobic digestion and Fischer–Tropsch Gas-to-Liquids technology.
The proposed process is designed to recover value from several material streams:
This integrated approach is intended to reduce waste and improve the productive use of the incoming agricultural feedstock.
The Project's principal fuel products are intended to provide lower-carbon alternatives to conventional fossil-derived aviation fuel and diesel.
Sustainable Aviation Fuel is intended to follow the ASTM D7566 certification pathway. Renewable Diesel is intended to meet EN 15940 specifications.
The environmental performance of the fuels will depend upon their lifecycle emissions, including cultivation and harvesting of feedstock, fertiliser and agricultural inputs, land-use treatment, feedstock storage and transport, plant energy consumption, methane management, conversion efficiency, product transport, and the applicable sustainability methodology.
Management has not yet provided a complete independently verified lifecycle emissions assessment for inclusion in this memorandum. No specific emissions-reduction percentage is therefore stated.
Sorghum silage is intended to be the Project's principal feedstock.
The proposed agricultural model includes production on suitable fallow land associated with existing cane-growing operations, together with dedicated sorghum production and the potential use of agricultural residues.
The strategy is intended to integrate feedstock production with existing regional farming systems rather than depend upon one crop, grower or industrial source.
The environmental and sustainability performance of the feedstock strategy will require consideration of existing and proposed land use, irrigation and water availability, soil management, fertiliser application, crop rotation, biodiversity, transport distance, traceability, and the treatment of agricultural residues.
Definitive feedstock agreements should include the sustainability, traceability and data-reporting requirements necessary to support the Project's intended fuel certification.
Anaerobic digestion produces a biogas stream containing methane and biogenic COâ‚‚.
The Project intends to separate, capture and liquefy the biogenic COâ‚‚ rather than release it as an unmanaged process stream. The proposed BOC/Linde system is described as having a design capture rate of 99.5%.
The recovered COâ‚‚ is intended for sale under the reported offtake arrangement with BOC/Linde for food, beverage or industrial applications, subject to product specifications and the definitive contract.
The capture rate represents a design assumption. Actual recovery will depend upon construction, commissioning, equipment availability, gas composition and operating performance.
Commercial use of the captured COâ‚‚ does not necessarily represent permanent carbon sequestration. The ultimate emissions treatment will depend upon the end use and applicable carbon-accounting methodology.
Digestate produced through anaerobic digestion contains nutrients derived from the incoming agricultural feedstock.
The Project intends to concentrate the digestate into a precision liquid biofertiliser designed to meet Queensland's End of Waste framework.
The proposed HRS Digestate Concentration System is intended to reduce the water content of raw digestate, concentrate nutrients, reduce product storage and transport volumes, recover condensate for internal reuse, and utilise surplus process heat.
The biofertiliser is intended to be returned to productive agricultural use, supporting nutrient recycling between the Project and the surrounding farming region.
Commercial distribution will depend upon the product satisfying regulatory, quality and nutrient specifications and the requirements of the reported Organica BioAg offtake arrangement.
The facility is designed to maximise internal water recovery and reuse.
The proposed water-management approach includes recovery of condensate from digestate concentration, reuse of suitable condensate within the anaerobic digestion process, recovery and reuse of Fischer–Tropsch reaction water, separation of process-water streams according to quality, and minimisation of external wastewater treatment and disposal where practicable.
A final site water balance will be required to establish raw-water demand, recovered-water volume, storage requirements, treatment requirements, losses, discharge or disposal requirements, and performance under different feedstock and climatic conditions.
The facility is intended to recover surplus process heat from the Gas-to-Liquids plant.
The principal proposed use is the digestate concentration system, where recovered high-pressure steam is intended to support evaporation without requiring an equivalent separate primary energy input.
Effective heat integration may reduce the facility's external energy demand and operating costs. The final benefit will depend upon the completed heat and mass balance, equipment configuration, operating loads and availability of recoverable heat.
The Project's design seeks to convert material streams into commercial products wherever practicable.
The intended principal outputs are renewable liquid fuels, biogenic COâ‚‚ and biofertiliser. Residual waste streams may nevertheless arise from feedstock contamination, process treatment, maintenance, catalyst replacement, wastewater treatment, off-specification product, and general site operations.
The final waste-management plan will need to identify each waste stream, its classification, storage, transport, treatment and disposal requirements.
The Project has secured an Environmental Authority for the currently approved activities.
Further environmental approval or amendment may be required for the proposed Gas-to-Liquids scope.
Construction and operation will be required to comply with the Development Permit and its conditions, the Environmental Authority, applicable planning and environmental legislation, waste and End of Waste requirements, dangerous-goods and chemical-storage requirements, water-management obligations, emissions and monitoring requirements, and any additional conditions applying to the Gas-to-Liquids facility.
Compliance will require appropriate management systems, monitoring, recordkeeping, reporting and incident-response procedures.
The Project's feedstock strategy involves engagement with regional growers, cane-grower cooperatives and agricultural operations.
The proposed model may provide participating growers with an additional market for sorghum and agricultural biomass, productive use of suitable fallow land, crop-rotation opportunities, longer-term supply arrangements, and access to locally produced precision biofertiliser.
These outcomes will depend upon the final commercial arrangements, crop performance, feedstock pricing and grower participation.
Management has not quantified any increase in grower income or agricultural productivity.
Construction and operation of the Project are expected to generate economic activity within the Bundaberg region through construction and technical employment, operational roles, procurement of goods and services, agricultural supply, transport and logistics, maintenance, and professional services.
Management has not yet provided independently assessed employment numbers, local procurement targets or quantified regional economic impacts. These figures should not be stated until supported by an appropriate workforce and economic assessment.
The Project will operate within an established regional community and will interact with landholders, growers, transport operators, regulators and local service providers.
Institutional project development will require a structured community and stakeholder-engagement approach addressing construction timing and activity, traffic and logistics, noise and odour, environmental monitoring, employment and procurement, complaints and incident management, and communication with neighbouring properties and community stakeholders.
Management has not yet provided a complete community-engagement plan. This should be developed as the Project progresses through approvals and construction planning.
Bundaberg Biofuels is being developed through a dedicated Project Special Purpose Vehicle.
Equity capital partners will invest directly in Bundaberg Biofuels Pty Ltd rather than in Bioenergy Group Pty Ltd.
The proposed structure is intended to provide separation of Project assets, liabilities and cash flows, Project-specific governance, direct investor representation, defined decision-making authority, transparent financial reporting, and appropriate controls over Project debt, capital expenditure and related-party transactions.
The effectiveness of this framework will depend upon the final corporate structure and definitive transaction documents.
Bundaberg Biofuels Pty Ltd currently forms part of the wider Bioenergy Group development programme.
Potential related-party matters may include shared personnel, management and development services, intellectual property, intercompany balances, allocation of programme costs, Project rights, and arrangements with other Bioenergy Group project entities.
These arrangements should be documented on transparent commercial terms and subject to appropriate board and investor approval.
Management has not yet provided a final ESG measurement and reporting framework.
Before construction financial close, the Project should establish measurable indicators appropriate to its activities, potentially including feedstock origin and traceability, lifecycle carbon intensity, methane capture and loss, biogenic COâ‚‚ recovery, water use and recovery, biofertiliser production, waste generation and diversion, environmental incidents, health and safety performance, workforce composition, local procurement, and regulatory compliance.
The final indicators should reflect the requirements of the Project's approvals, certification, investors, lenders and commercial counterparties.
Bundaberg Biofuels has been designed around a circular bioeconomy model in which agricultural biomass is converted into renewable liquid fuels, biogenic COâ‚‚ and precision biofertiliser.
The proposed design incorporates nutrient recovery, internal water reuse and process heat integration while seeking to establish commercial relationships with regional agricultural producers.
The Project's actual environmental and social performance remains dependent upon final design, construction, operations, feedstock practices, certification, regulatory compliance and independent measurement.
The proposed circularity design includes BOC / Linde COâ‚‚ recovery at 99.5% capture efficiency, precision biofertiliser managed under Queensland's End of Waste framework, and HRS Heat Exchangers multi-effect vacuum evaporation for digestate concentration and process-water recovery.
Governance is intended to be established through a ring-fenced Project Special Purpose Vehicle with investor representation, defined decision-making rights, financial controls and related-party oversight.
Andrew Whitmore has eight years' experience with 3M and broader manufacturing executive experience. He is a co-founder of Our Community Broadband and macroDATA Digital Solutions. As Managing Director, he leads corporate strategy, project development and stakeholder engagement for Bioenergy Group and the Bundaberg Biofuels Project.
Quentin Masson, DSM is the former Program Director and International Coordinator-General for the Queensland Strategic Supply Chain Program (QSSCP). As Program Director, he supports programme coordination, government and stakeholder engagement, supply-chain strategy and execution planning.
Bundaberg Biofuels Pty Ltd is the ring-fenced Project SPV. Post-Tranche 1 governance will be documented through definitive subscription and shareholders agreements, including board representation, reserved matters, reporting, related-party controls, future funding provisions, transfer restrictions and exit arrangements appropriate to the 79.63% / 20.37% ownership structure.
Bundaberg Biofuels Pty Ltd is seeking institutional investors, strategic investment partners and eligible wholesale or sophisticated investors to fund the next stage of the Bundaberg Biofuels project.
The immediate Tranche 1 capital requirement is:
AUD $38,700,000
Tranche 1 is structured as a fixed equity issuance of 1,548 Ordinary Shares at AUD $25,000 per share, raising AUD $38,700,000 for an exact 20.37% interest in the Project SPV.
The Tranche 1 share issuance and subscription price are fixed as stated above. Governance rights, investor protections and the definitive transaction documentation remain subject to due diligence and negotiation.
Final terms will be documented through definitive subscription, shareholder, debt and security documentation.
The proposed equity investment will be made directly into Bundaberg Biofuels Pty Ltd, the dedicated Project Special Purpose Vehicle.
Investors will not acquire equity in Bioenergy Group Pty Ltd or automatic exposure to Bioenergy Group's other development projects.
The Project-level structure is intended to provide capital partners with direct exposure to the assets, liabilities, contracts, revenues and cash flows of the Bundaberg Project.
Subject to completion of the required assignments, novations and definitive agreements, Bundaberg Biofuels Pty Ltd is intended to hold or benefit from the Bundaberg Project land and associated property rights, relevant planning and environmental approvals, engineering and technical documentation, technology and construction arrangements, feedstock supply agreements, product offtake agreements, Project-level financing, and the completed operating assets.
The Tranche 1 issuance provides the incoming equity partner or partners with a fixed 20.37% interest (1,548 of 7,600 Ordinary Shares) in Bundaberg Biofuels Pty Ltd. Immediately following issuance, Bioenergy Group Pty Ltd will retain 6,052 Ordinary Shares, representing 79.63%.
The final equity participation will depend upon AUD $25,000 subscription price per Ordinary Share, the agreed pre-investment valuation, the terms of subsequent construction financing, the treatment of existing Project expenditure, the value and treatment of committed capital, and any agreed future funding obligations.
The current Tranche 1 terms supersede all earlier indicative share structures. The offer is fixed at 1,548 Ordinary Shares at AUD $25,000 per share, representing 20.37% of the 7,600 post-issue Ordinary Shares in Bundaberg Biofuels Pty Ltd.
The use-of-funds schedule is subject to due diligence and may include a deferred consideration component.
The final schedule will be agreed before financial close and incorporated into the transaction documentation and approved Project budget.
Secure AUD $38.7 million through the fixed issue of 1,548 Ordinary Shares at AUD $25,000 per share to support property acquisition, treatment of identified Project-related liabilities, civil works, detailed engineering, programme requirements, and progression towards construction mobilisation.
Complete the remaining approvals, engineering, commercial and lender due-diligence requirements and secure the senior construction debt facility.
Deploy the construction facility and remaining Project capital to complete civil and site works, equipment manufacture and delivery, installation, mechanical completion, cold and hot commissioning, product testing, and commencement of commercial operations.
This pathway remains subject to successful completion of each stage and satisfaction of the applicable funding conditions.
Management has identified a refinance approximately 18–24 months after Tranche 1 funding as the preferred potential exit pathway for an equity capital partner.
Alternative pathways may include:
A strategic acquisition by an energy, aviation, infrastructure or commodity participant
A secondary sale to another institutional investor
A negotiated company share buy-back
A broader capital transaction
A potential future ASX listing
These pathways are indicative only. No exit, refinancing, listing, sale or buy-back is committed or guaranteed.
The timing and value of any liquidity event will depend upon Project completion, operating performance, debt-market conditions, contracted revenue, valuation and investor demand.
Bundaberg Biofuels Pty Ltd is seeking AUD $38.7 million through the fixed Tranche 1 issue of 1,548 Ordinary Shares at AUD $25,000 per share.
A 20.37% equity interest (1,548 of 7,600 Ordinary Shares) in the ring-fenced Project Special Purpose Vehicle is available to institutional, strategic, wholesale or sophisticated capital partners.
Tranche 1 is intended to support completion of the property acquisition, treatment of Project-related liabilities, civil works, detailed engineering and the Project's progression towards construction financing.
A separate senior construction debt facility is intended to fund the remaining delivery requirements.
The Tranche 1 share issuance, subscription price and resulting 20.37% ownership are fixed as stated. Governance rights, investor protections, use-of-funds controls, subsequent financing arrangements and exit provisions will be determined through due diligence, negotiation and definitive transaction documentation.
Bundaberg Biofuels is the flagship and first-mover project within Bioenergy Group Pty Ltd's Australian Bioenergy Infrastructure Program.
The broader programme is intended to develop a portfolio of vertically integrated renewable fuels and bioenergy projects, with each development held through a separate Project Special Purpose Vehicle.
In addition to Bundaberg Biofuels, Bioenergy Group is developing or evaluating:
These projects and proposed arrangements demonstrate Bioenergy Group's wider development strategy. They are not assets of Bundaberg Biofuels Pty Ltd unless expressly transferred to or included within that company through definitive documentation.
An investment in Bundaberg Biofuels Pty Ltd therefore provides exposure to the Bundaberg Project only and does not automatically provide equity ownership in Dingo Biofuels, Maranoa Biofuels, Bioenergy Group Pty Ltd or any future project.
Dingo Biofuels is an identified renewable fuels development located at Dingo, Queensland.
Management has identified Dingo Biofuels as the intended principal volume contributor to Bioenergy Group's Phase 1 Sustainable Aviation Fuel commitments, including a stated Trafigura UK offtake requirement of approximately 241 million litres per annum.
Dingo Biofuels remains a separate development from Bundaberg Biofuels. Its proposed capacity, commissioning and commercial role represent current management plans and remain subject to land, approvals, engineering, feedstock, funding, construction, certification and definitive commercial agreements.
Management confirms that the site was identified through Bioenergy Group's earlier engagement with APA Group and is located along a route connecting to the Wallumbilla Compressor Station. Management considers this location to provide potential infrastructure optionality for future biomethane transport or export.
No agreement with APA Group or committed access to the Wallumbilla infrastructure is identified in the supplied materials. The stated infrastructure opportunity should therefore be treated as strategic potential rather than secured access.
Maranoa Biofuels remains subject to its own development, funding and execution requirements and is not included within the Bundaberg Biofuels investment.
Management confirms that Inpex has proposed a strategic collaboration framework with Bioenergy Group and a consortium of Japanese government, industry and financial participants.
The proposed Japan corridor framework is described as scaling from approximately 160,000 tonnes per annum to 5 million tonnes per annum of biogenic COâ‚‚. This remains a proposed collaboration framework and is not treated as contracted base-case revenue.
The organisations identified in connection with the proposed framework include Inpex, Japan Bank for International Cooperation, and Japan Organization for Metals and Energy Security.
The proposed collaboration remains subject to negotiation and definitive agreements. No statement in this memorandum should be interpreted as confirmation that Inpex or any Japanese organisation has committed capital, entered a binding offtake agreement or endorsed this investment opportunity unless supported by executed documentation.
Management describes a longer-term Phase 2 ambition involving more than 24 petajoules per annum of biomethane, up to five million tonnes per annum of biogenic COâ‚‚, and expanded Sustainable Aviation Fuel production for export.
The proposed strategy is described as an integrated Australia–Japan renewable energy and carbon corridor.
Potential elements include biomethane exports, Sustainable Aviation Fuel exports, phased biogenic COâ‚‚ demand, book-and-claim arrangements, and a potential carbon capture and storage pathway through Darwin.
These figures represent long-term programme ambitions. They are not current contracted volumes, operating capacity or committed investment. Development would require substantial further work across land, engineering, approvals, funding, infrastructure, shipping, certification, carbon accounting and commercial contracting.
Bundaberg Biofuels is the first project within Bioenergy Group's proposed Australian Bioenergy Infrastructure Program.
The wider programme includes the separately held Dingo and Maranoa developments, each targeting approximately 2,000 barrels per day of production, together with a proposed Inpex-led strategic collaboration involving future Sustainable Aviation Fuel, biomethane and biogenic COâ‚‚ opportunities.
These developments may demonstrate the potential scalability of Bioenergy Group's model but remain subject to separate development, financing and execution.
Investment in Bundaberg Biofuels Pty Ltd provides direct exposure only to the Bundaberg Project. Any rights or economic participation in the wider programme would require separate and express agreement.
Bundaberg Biofuels represents an opportunity for institutional investors, strategic investment partners and eligible wholesale or sophisticated investors to participate in the development of an Australian renewable fuels project.
The Project has progressed through Front-End Engineering Design, statutory approvals for its anaerobic digestion-related scope, site preparation, feedstock assessment, technology selection and commercial engagement.
Its proposed integrated facility is designed to convert regionally sourced agricultural biomass into Sustainable Aviation Fuel, Renewable Diesel, biogenic COâ‚‚ and precision liquid biofertiliser.
Bioenergy Group is seeking eligible capital partners to subscribe for 1,548 Ordinary Shares in Bundaberg Biofuels Pty Ltd at AUD $25,000 per share, representing an exact 20.37% equity interest in the Project SPV.
The immediate Tranche 1 capital requirement is AUD $38.7 million. A separate senior construction debt facility is intended to fund the remaining construction and delivery requirements.
The Project remains subject to land settlement, additional approvals for the Gas-to-Liquids scope, detailed engineering, definitive commercial arrangements, construction finance, construction, commissioning and product certification.
Prospective capital partners will be expected to undertake their own independent assessment of the Project and the proposed transaction.
Subject to confidentiality arrangements and confirmation of investor eligibility, additional Project information may be made available to support legal, financial, technical, commercial, environmental and taxation due diligence.
All remaining investment terms, including governance rights, investor protections, future funding obligations and exit provisions, will be subject to due diligence, negotiation and definitive transaction documentation. The Tranche 1 issuance remains fixed at 1,548 Ordinary Shares at AUD $25,000 per share for a 20.37% interest in the Project SPV.
Managing Director
Bioenergy Group Pty Ltd
Email: andy@bioenergygroup.com.au
Program Director
Bioenergy Group Pty Ltd
Email: quentin@bioenergygroup.com.au
Bioenergy Group Pty Ltd
Email: brent@bioenergygroup.com.au
Bioenergy Group Pty Ltd
Level 54, 111 Eagle Street
Brisbane QLD 4000
Telephone: 1300 262 154
Email: info@bioenergygroup.com.au
Bundaberg Biofuels Pty Ltd
ABN 22 684 740 261
Bundaberg Biofuels Pty Ltd is the Project Special Purpose Vehicle through which the proposed equity investment will be made.
This Information Memorandum has been provided on a confidential basis solely to assist eligible prospective capital partners in evaluating the opportunity.
It does not constitute a prospectus, product disclosure statement, financial product advice or a binding offer of securities or debt.
Any investment or financing will be subject to investor eligibility, satisfactory due diligence, agreement on commercial terms, corporate and regulatory approvals, and execution of definitive transaction documentation.
Prospective capital partners should obtain independent financial, legal, taxation, technical and other professional advice before making an investment decision.
Bioenergy Group and Bundaberg Biofuels Pty Ltd thank you for your consideration of the Bundaberg Biofuels opportunity and welcome the opportunity to engage further with suitably qualified and aligned capital partners.
BUSINESS INVESTMENT INFORMATION MEMORANDUM