PROSPECTUS - BPH Energybphenergy.com.au/documents/BPH Prospectus.pdfABN 41 095 912 002 (to be...

ABN 41 095 912 002

(to be renamed BPH Energy Limited, subject to Shareholder approval)

PROSPECTUS

For the conditional offer of Shares to the value of $10 million at an issue price per Share of the higher of $0.20 and 80% of the VWAP calculated over the 5 days on which sales in Shares are recorded before the Issue Date (Issue Price), together with one 1 free attaching Option exercisable at $0.20 for every 5 Shares issued.

Oversubscriptions of Shares at the Issue Price to the value of a further $10 million, together with 1 free attaching Option exercisable at $0.20 for every 5 Shares issued may

be accepted.

Underwriter

The Offer is underwritten by Grandbridge Securities (AFSL 241057) on a best endeavours basis pursuant to the terms of a conditional Underwriting Agreement (refer to Section 9.4 of this Prospectus for further details).

IMPORTANT

The Offer is conditional on certain Resolutions being passed at the General Meeting of Shareholders to be held on 3 December 2010 and the Company’s successful re-compliance with Chapters 1 and 2 of the ASX Listing Rules. Please refer to Section 4.3 of this Prospectus for further details. All references to Securities in this Prospectus (unless stated otherwise) are on a post-Consolidation basis. Refer to Section 3.3 of this Prospectus for further details of the proposed Consolidation.

This is an important document that should be read in its entirety. If you do not understand it you should consult your professional advisers without delay. The Securities offered by this Prospectus should be considered speculative.

BPH CORPORATE LTD - 2 -

IMPORTANT INFORMATION

This Prospectus is dated 19 November 2010 and was lodged with the ASIC on that date. The ASIC and its officers take no responsibility for the contents of this Prospectus or the merits of the investment to which the Prospectus relates.

The expiry date of this Prospectus is at 5:00pm WST on that date which is 13 months after the date this Prospectus was lodged with the ASIC (Expiry Date). No Securities may be issued on the basis of this Prospectus after the Expiry Date.

Application will be made to ASX within 7 days after the date of this Prospectus for Official

Quotation of the Securities the subject of this Prospectus.

The distribution of this Prospectus in jurisdictions outside Australia may be restricted by law and persons who come into possession of this Prospectus should seek advice on and observe any of these restrictions. Failure to comply with these restrictions may violate

securities laws. Applicants who are resident in countries other than Australia should consult their professional advisers as to whether any governmental or other consents are required or whether any other formalities need to be considered and followed.

This Prospectus does not constitute an offer in any place in which, or to any person to whom, it would not be lawful to make such an offer.

It is important that investors read this Prospectus in its entirety and seek professional advice where necessary. The Securities the subject of this Prospectus should be

considered speculative.

Conditions of the Offer and re-compliance with Chapters 1 and 2 of the ASX Listing Rules

The Offer is subject to a number of conditions which are detailed in Section 4.3 of this

Prospectus. If any of the conditions are not satisfied or waived, the Offer will not proceed and no Securities will be allotted or issued pursuant to this Prospectus.

This is a re-compliance Prospectus for the purposes of satisfying Chapters 1 and 2 of the ASX Listing Rules and to satisfy ASX’s requirements for re-admission to the Official List

following a change to the nature and scale of the Company’s activities.

Disclaimer

No person is authorised to give any information or to make any representation in

connection with the Offer described in this Prospectus which is not contained in this Prospectus. Any information not so contained may not be relied upon as having been authorised by the Company, the Underwriter or any other person in connection with the Offer. You should rely only on information in this Prospectus.

Photographs and diagrams

Diagrams in this Prospectus have been prepared by officers of the Company and are illustrative only and may not be drawn to scale. Unless otherwise stated, all data

contained in charts, graphs and tables is based on information available at the date of this Prospectus.


Website – Electronic Prospectus

A copy of this Prospectus can be downloaded from the Company’s website at www.bphcorporate.com.au. Any person accessing the electronic version of this Prospectus for the purpose of making an investment in the Company must be an

Australian resident and must only access the Prospectus from within Australia.

The Corporations Act prohibits any person passing onto another person an Application Form unless it is attached to a hard copy of this Prospectus or it accompanies the complete and unaltered version of this Prospectus. Any person may obtain a hard copy

of this Prospectus free of charge by contacting the Company.

Foreign jurisdictions

This Prospectus does not constitute an offer in any place in which, or to any person to

whom, it would not be lawful to make such an offer or invitation. No action has been taken to register or qualify the Securities or the Offer or to otherwise permit a public offering of the Securities in any jurisdiction outside Australia.

The distribution of this Prospectus outside Australia may be restricted by law and persons

who come into possession of this Prospectus outside Australia should seek advice on and observe any such restrictions. Any failure to comply with such restrictions may constitute a violation of applicable securities laws. Applicants who are resident in countries other

than Australia should consult their professional advisers as to whether any governmental or other consents are required or whether any other formalities need to be considered and followed.

In particular, the Securities have not been registered under the US Securities Act of 1933,

as amended (US Securities Act). Accordingly, the Securities may not be offered or sold in the United States, except in transactions exempt from, or not subject to, the registration requirements of the US Securities Act and applicable US state securities laws.

Defined terms and other matters

Certain terms and abbreviations used in this Prospectus have defined meanings which are explained in Section 12.

Unless otherwise stated, all other references to “$”, dollars and cents are to Australian

currency.

Any discrepancies between totals and sums and components in tables contained in this Prospectus are due to rounding.

Competent person

The technical information provided in this Prospectus has been compiled by Mr Dang Lan Nguyen. Mr Nguyen is a qualified geologist with over 20 years’ experience. Mr Nguyen is a member of the Society of Petroleum Engineers, the American Association of

Petroleum Geologists and the Petroleum Exploration Society of Australia. Mr Nguyen has reviewed the results, procedures and data contained in this Prospectus and consents to the inclusion in this Prospectus of the matters based on the information in the form and context in which it appears. Mr Lan Nguyen has not withdrawn his consent prior to

lodgement of this Prospectus with the ASIC.


KEY INVESTMENT H IGHL IGHT S AND R ISKS

Key investment highlights

This information is a selective overview only. Investors should read the Prospectus in its

entirety, including the Investigating Accountant’s Report in Section 7 before deciding whether to invest in Securities.

Ø BPH Corporate Ltd (ASX: BPH) has entered into a conditional agreement to increase its shareholding in unlisted oil and gas exploration company, Advent

Energy Ltd (Advent).1

Ø Advent holds a strong portfolio of exploration assets throughout Australia, with its cornerstone project lying off the coast of New South Wales in Petroleum Exploration Permit 11 (PEP 11).

Ø Advent, through its wholly owned subsidiary Asset Energy Pty Ltd (Asset), is pursuing its option to increase its current 25% interest to an 85% interest in PEP 11 by drilling the first well in this highly prospective permit. Joint venture partner

Bounty Oil & Gas NL will thereby reduce its interest from 75% to 15%.

Ø Asset has contracted the Ocean Patriot semi-submersible drilling rig to drill the first well in PEP 11, with the likely commencement date expected to be early December 2010.

Ø Asset has lodged appropriate approval documents with relevant NSW and Commonwealth government departments and agencies. To date, key approvals have been received by National Offshore Petroleum Safety Authority

for the revision to the vessel safety case, and from the Department of Industry and Investment NSW for the environment plan, oil spill contingency plan and well operations management plan. The New Seaclem-1 well will target the Great White and Marlin prospects, with a combined prospective gas resource

estimate of 4.1 Tcf (gas in place, P50 level)2.

Ø Advent has a very experienced leadership and technical team to drive the exploration of PEP 11.

1 Refer to Section 9 of this Prospectus for further details.

2 Refer to Section 8 of this Prospectus for further details


Key investment risks

Subscribing for Securities the subject of this Prospectus involves a number of risks. Before deciding whether to invest in the Company, prospective investors are urged to consider the risk factors set out in Section 8 of this Prospectus, which include but are not limited to

the risks summarised below:

Risk Description Further Details

Reinstatement to Official Quotation:

A further investment in Advent (such as under the Advent

Investment) will constitute a change in the nature and scale

of the Company’s activities and, accordingly, the Company

is required to re-comply with Chapters 1 and 2 of the ASX

Listing Rules as if it were seeking admission to the Official List

of ASX for the first time. There is a risk that the Company may

not be able to meet the requirements of the ASX for

reinstatement to the Official List. Should this occur, the

Securities offered under this Prospectus (and the Company’s

existing issued Shares) will not be able to be traded on the

ASX until such time as those requirements can be met, if at

all.

Section 8.2

Issue Price unknown: The Issue Price per Share is unknown as at the date of this Prospectus. The Company proposes to seek Shareholder

approval at the General Meeting to the issue of Shares

under this Prospectus at the higher of $0.20 and 80% of the

VWAP calculated over the 5 days on which sales in the

Shares are recorded before the Issue Date. Because the

Issue Price is unknown, there is no certainty that the

Company will raise sufficient funds to carry out its stated

objectives in the manner proposed and accordingly, the

Company may have to scale back or cancel altogether its

proposed expenditure (including in relation to the Advent

Investment).

Section 8.4

Illiquid investment: As Advent is an unlisted entity, there is a risk that there will not be a ready market for the Company to sell its Advent

Energy shares.

Section

8.4(a)(i)

No controlling interest:

The interest held by the Company in Advent Energy is not

and will not be a controlling interest and accordingly the Company will not have the capacity to determine the

outcome of decisions about Advent’s financial and operating policies.

Section

8.4(a)(ii)

Dilution and depletion of cash: reserves

The issue of Securities to fund the Advent Investment will

have the effect of diluting Shareholders’ interests. In

addition, the Company’s available cash reserves will be significantly reduced.

Section

8.4(a)(iii)

Oil and gas exploration:

The business of oil and gas exploration, project development

and production, by its nature, contains elements of

significant risk with no guarantee of success. A failure to discover an economic reserve, or to successfully produce

from such a reserve, will adversely affect Advent’s

performance and have a resulting effect on the value of the

Company’s investment in Advent.

Section 8.4

Oil and gas price volatility:

Fluctuations in oil and gas prices and, in particular, a

material decline in the price of oil or gas, may have a

material adverse effect on Advent’s business and therefore

the value of the Company’s investment in Advent.

Section 8.4


Risk Description Further Details

Nature of the Company’s existing

investments:

The Company can make no representations that any of its

existing biotechnology investments will be successful, that

the development milestones will be achieved or that it will

develop products that are commercially exploitable. Its

success depends, in part, on its ability to obtain patents,

maintain trade secret protection and operate without

infringing the proprietary rights of third parties. Because the

patent positions of biotechnology companies can be highly

uncertain and frequently involve complex legal and

scientific evaluation, neither the breadth of claims allowed

in medical device patents, nor their enforceability, can be predicted. There can be no assurance that any patents the

Company may own or control or license now and in the

future will afford the Company commercially significant

protection of its intellectual property or its projects or have

commercial application.

Section 8.4


CONTENTS

1. CORPORATE DIRECTORY .............................................................................................. 8

2. MANAGING DIRECTOR’S LETTER .................................................................................. 9

3. INVESTMENT OVERVIEW ............................................................................................. 10

4. DETAILS OF THE OFFER ................................................................................................ 14

5. COMPANY AND PROJECT OVERVIEW ....................................................................... 19

6. DIRECTORS AND CORPORATE GOVERNANCE .......................................................... 29

7. INVESTIGATING ACCOUNTANT’S REPORT ................................................................. 34

8. RISK FACTORS ............................................................................................................ 35

9. MATERIAL AGREEMENTS ............................................................................................ 43

10. ADDITIONAL INFORMATION ...................................................................................... 48

11. DIRECTORS’ AUTHORISATION .................................................................................... 55

12. GLOSSARY .................................................................................................................. 56

1. CORPORATE DIRECTORY

Directors Share Registry*

Mr David Breeze Managing Director

Mr Hock Goh Non-executive Director

Mr Greg Gilbert Non-executive Director

Ms Deborah Ambrosini Executive Director

Security Transfer Registrars Pty Ltd

770 Canning Highway

APPLECROSS WA 6153

Telephone: +61 8 9315 2333

Facsimile: +61 8 9315 2233

Company Secretary Solicitors to the Company

Ms Deborah Ambrosini Steinepreis Paganin

Level 4, The Read Buildings

16 Milligan Street

PERTH WA 6000

Registered Office Auditor *

14 View Street

NORTH PERTH WA 6006

Telephone: +61 8 9328 8366

Facsimile: +61 8 9328 8733

Deloitte Touche Tohmatsu

Level 14, Woodside Plaza

240 St Georges Terrace

PERTH WA 6000

Underwriter Investigating Accountant

Grandbridge Securities Pty Ltd

AFS 241057

14 View Street

NORTH PERTH WA 6006

MGI Perth

Level 7, The Quadrant

1 William Street

PERTH WA 6000

Website

www.bphcorporate.com.au

* These entities are included for information purposes only. They have not been involved in

the preparation of this Prospectus.


2. MANAGING DIRECTOR’S LETTER

Dear investor,

On behalf of the Board, I am pleased to invite you to subscribe for Securities in BPH

Corporate Ltd (to be renamed BPH Energy Limited, subject to Shareholder approval)

(BPH or Company).

On 18 September 2009, the Company announced its intention, subject to the receipt of

all necessary Shareholder, regulatory and ASX approvals, to exercise an exclusive option

to acquire up to 19.4% of Advent Energy Ltd (Advent) (Initial Advent Interest), an unlisted oil and gas exploration company based in Perth, Western Australia. The Company

subsequently received Shareholder approval on 24 December 2009 to acquire the Initial

Advent Interest and, since January 2010, has further increased its interest in Advent to

21.29%.

As announced on 11 October 2010, the Company has recently entered into a

conditional agreement with Advent to increase its shareholding to up to 27.7% by

subscribing for up to a further 12 million Advent shares (Advent Investment). Completion of the Advent Investment is however subject to Shareholder approval, as ASX has

determined that the Advent Investment will result in a change in the nature and scale of

the Company’s activities. If approval is granted, the Company must then seek to re-

comply with Chapters 1 and 2 of the ASX Listing Rules, which requires (among other

things) the issue of a prospectus by the Company. BPH therefore extends the Offer under

this Prospectus to you as part of the re-compliance process and to raise additional

capital to complete the Advent Investment and continue to actively manage the

Company’s diverse asset base.

Advent Energy holds a portfolio of petroleum assets throughout Australia, including the

cornerstone project situated in the offshore Sydney sedimentary Basin within PEP 11.

The Board considers that the Advent Investment will provide Shareholders with enhanced

exposure to PEP 11 and the potential to diversify their investment risk from the Company’s

biotechnology activities and investments. The Company intends to maintain its existing

interests in Cortical Dynamics Ltd (3.89%) and Diagnostic Array Systems Pty Ltd (51.82%).

If you are already a Shareholder, the Offer provides an excellent avenue to increase your

shareholding in the Company. New investors are also invited to take advantage of this

limited opportunity to join our Company and be part of what the Board believes will be

an exciting development. Please read this document carefully and seek professional

investment advice if necessary before making your investment decision.

It is important to note that the Consolidation, the issue of Securities pursuant to this

Prospectus, the Advent Investment and the change in nature and scale of the

Company’s activities is all subject to Shareholder approval to be sought at the General

Meeting on 3 December 2010. Please refer to the Notice of General Meeting for further

details of the proposed transactions and their effect on Shareholders and the Company.

On behalf of the Board, I recommend this Offer to you and look forward to your

contribution to the Company as a Shareholder.

Yours faithfully

David Breeze MANAGING DIRECTOR

19 November 2010


3. INVESTMENT OVERVIEW

This Section is not intended to provide full information for existing investors or intending investors to subscribe for Securities. This Prospectus should be read and considered in its entirety.

3.1 Indicative timetable1

Event Date

Dispatch of Notice of General Meeting to Shareholders

and announcement of Consolidation 4 November 2010

Lodgement of Prospectus with ASIC 19 November 2010

Offer Opening Date 19 November 2010

Offer Closing Date2 5:00pm WST 2 December2010

Trading in Securities suspended by ASX 3 December 2010

General Meeting 3 December 2010

Completion of Advent Investment 6 December 2010

Consolidation record date 13 December 2010

Shareholders notified of completion of Consolidation 13 December 2010

Dispatch of holding statements to Shareholders and

announcement of dispatch

12:00pm (Sydney time) 13

December 2010

Trading in Securities reinstated by ASX (subject to satisfaction of

Chapters 1 and 2 of the ASX Listing Rules). Normal T+3 trading

on a post-Consolidation basis commences

14 December 2010

Notes:

1 This indicative timetable is subject to change the Directors reserve the right to amend the

timetable at any time, subject to the ASX Listing Rules.

2 Electronic payments must be received by the Company by 1:00pm (WST) on the Offer

Closing Date.

3.2 Change in nature and scale of activities

As outlined in further detail in Section 9.1 of this Prospectus, the Company has entered into a conditional Placement Agreement with Advent Energy to

subscribe for up to 12 million fully paid shares in the capital of Advent at an issue price determined under the Advent Bookbuild, but in any event no less than $1.25 and no greater than $1.75 per Advent share (Placement Agreement).

As a result of the magnitude of the Advent Investment, it is required to obtain

Shareholder approval and to comply with Chapters 1 and 2 of the ASX Listing Rules as if it were seeking admission to the Official List.

This Prospectus is issued to assist the Company to comply with these

requirements.

The Company will be suspended from Official Quotation from the time of the General Meeting and will not be reinstated until it has satisfied the conditions of the Offer (as set out in Section 4.3 of this Prospectus), one of which is the

Company’s successful recompliance with Chapters 1 and 2 of the ASX Listing Rules.


There is a risk that the Company may not be able to meet ASX’s requirements for

re-instatement to the Official List. In the event the Offer conditions are not satisfied or the Company does not receive conditional approval for re-quotation on ASX, then the Company will not proceed with the Offer and will repay all

application moneys received.

3.3 Consolidation

In order to meet the requirements of Chapters 1 and 2 of the ASX Listing Rules, the Company is seeking Shareholder approval at the General Meeting to

consolidate the number of Shares on issue on a 1 for 2 basis. The Options the Company has on issue will also be consolidated on the same basis and their exercise price amended in inverse proportions to the Consolidation ratio, in

accordance with the ASX Listing Rules (Consolidation).

Following the close of the Offer, Shareholders will initially be issued a holding statement detailing the number of Securities subscribed for pursuant to the Offer on a pre-Consolidation basis. Shareholders will then be issued with a holding

statement for all Securities they hold (including any Securities subscribed for pursuant to the Offer) on a post-Consolidation basis.

The Securities offered pursuant to this Prospectus will be issued on a post-

Consolidation basis.

All references to Securities in this Prospectus (unless stated otherwise) are on a post-Consolidation basis.

3.4 Purpose of the Offer and use of Offer proceeds

The purpose of the Offer is to:

(a) assist the Company to meet the requirements of ASX and satisfy Chapters 1 and 2 of the ASX Listing Rules; and

(b) raise up to $20 million (including oversubscriptions).

The Company expects to apply the funds raised from the Offer towards:

(c) the Advent Investment;

(d) proposed underwriting of future initial public offers (IPOs) by its biotechnology investee companies, Cortical Dynamics Ltd and Molecular Discovery Systems Ltd3;

(e) working capital and administration expenses; and

(f) payment of the expenses of the Offer.

The Board believes that the funds raised from the Offer, combined with existing funds will provide the Company with sufficient working capital to achieve these objectives.

The proceeds of the Offer (including oversubscriptions) are intended to be applied over the next 3 years in the manner set out below.

3 The Company notes that no formal underwriting agreements have been executed as at the date of the Prospectus.


Fund Available Full subscription ($) Fully oversubscribed ($)

Cash on hand at 17/11/10 5,067,000 5,067,000

Funds raised 10,000,000 20,000,000

Expenses of the Offer (723,558) (1,338,558 )

Total funds available 14,343,442 23,728,442

Fund Available Year 1 Year 2 Year 3

Full

subscription ($)

Full Oversub ($)

Full subscription

($)

Full Oversub

($)

Full subscription

($)

Full Oversub

($)

Advent Investment 11,000,000 15,000,000 - - - -

Underwrite IPO of

biotech investee

companies 2,000,000 2,000,000 - - - -

Working capital 447,814 2,242,814 447,814 2,242,814 447,814 2,242,814

Total 13,447,814 17,333,333 447,814 2,242,814 447,814 2,242,814

If the Offer is undersubscribed, the Company intends to scale back its proposed expenditure pro rata. Refer to Section 10.7 of this Prospectus for further details relating to the estimated expenses of the Offer.

Actual expenditure may differ significantly from the above estimates due to a change in market conditions, the development of new opportunities and other factors (including the risk factors outlines in Section 8).

To capitalise on future opportunities, depending on the success of its activities,

the Company may require debt or further equity fundraisings.

3.5 Capital structure

The Company is seeking approval at the General Meeting to consolidate its

capital on a 1 for 2 basis (Consolidation). The Consolidation will take place prior to the completion of the Advent Investment and the Offer.

On the basis that the Company completes the Offer on the terms set out in this Prospectus and assuming no existing Options are exercised or cancelled, the

Company’s capital structure on a post-Consolidation basis, using a range of possible Issue Prices, with the lowest being $0.20, will be as set out below.

The maximum number of Shares that will be issued under the Offer to raise $10

million will therefore be 50 million, or 100 million assuming the Offer is fully oversubscribed to raise $20 million.

Investors should note that the following potential Issue Prices are included for illustration purposes only and should not be relied upon as an indication of the

actual Issue Price (and therefore the number of Securities to be issued) under the Offer:


Scenario 1: Assumes the Offer fully subscribed to raise $10 million:

Issue Price of Shares under the Offer

Shares on Issue post-

Consolidation

Options on Issue post-

Consolidation1

Shares Issued under Offer

(post-Consolidation)

Options Issued under Offer


Total Options on Issue

Total Shares on

Issue

$0.20 164,716,989 6,860,000 50,000,000 10,000,000 16,860,000 214,716,989

$0.25 164,716,989 6,860,000 40,000,000 8,000,000 14,860,000 204,716,989

$0.30 164,716,989 6,860,000 33,333,334 6,666,667 13,526,667 198,050,323

$0.35 164,716,989 6,860,000 28,571,429 5,714,286 12,574,286 193,288,418

$0.40 164,716,989 6,860,000 25,000,000 5,000,000 11,860,000 189,716,989

Scenario 2: Assumes the Offer is fully oversubscribed to raise $20 million:

Issue Price of Shares under the Offer

Shares on Issue post-

Consolidation

Options on Issue post-

Consolidation1

Shares Issued under Offer


Options Issued under Offer


Total Options on Issue

Total Shares on

Issue

$0.20 164,716,989 6,860,000 100,000,000 20,000,000 26,860,000 264,716,989

$0.25 164,716,989 6,860,000 80,000,000 16,000,000 22,860,000 244,716,989

$0.30 164,716,989 6,860,000 66,666,667 13,333,334 20,193,334 231,383,656

$0.35 164,716,989 6,860,000 57,142,857 11,428,572 18,288,572 221,859,846

$0.40 164,716,989 6,860,000 50,000,000 10,000,000 16,860,000 214,716,989

Notes:

1. Details of these Options are set out in the following table:

Pre-Offer Options (post-Consolidation)* Number

Unlisted Options exercisable at $0.294 each on or before 31 December 2010. 3,000,000

Unlisted Options issued under the employee Share Option scheme, exercisable the average market price determined 5 days prior to exercise on or before 17

November 2011. 250,000

Unlisted Options issued under the employee Share Option scheme, exercisable

the average market price determined 5 days prior to exercise on or before 29

April 2013.

250,000

Unlisted Options issued under the employee Share Option scheme, exercisable at $0.294 each on or before 30 June 2013.

1,275,000


at $0.294 each on or before 16 December 2013. 500,000


at $0.594 each on or before 30 September 2014. 75,000

Unlisted Director Options issued to David Breeze and Deborah Ambrosini, exercisable at $0.894 each on or before 31 December 2014.

1,500,000

Unlisted Options exercisable at $0.20 each on or before 4 November 2015. 10,000

Total 6,860,000

Note: *The terms of these Options are the same as those set out in Section 10.1 of this Prospectus, except with regard to exercise price and expiry date, which are as shown above.


4. DETAILS OF THE OFFER

4.1 The Offer

By this Prospectus and subject to the Offer conditions described in Section 4.3 below, the Company offers Shares to the value of $10 million at an issue price per Share of the higher of $0.20 and 80% of the VWAP calculated over the 5

days on which sales in Shares are recorded before the Issue Date (Issue Price), together with 1 free attaching Option exercisable at $0.20 for every 5 Shares issued (Offer).

The Company will be suspended from Official Quotation from the time of the General Meeting and will not be reinstated until it has satisfied the conditions of the Offer, the Issue Price will be determined as at 3 December 2010 and the Company will announce the Issue Price at that time.

The Shares offered under this Prospectus will rank equally with the existing Shares on issue.

All of the free attaching Options issued under this Prospectus will be listed

Options exercisable at $0.20 each on or before 8 December 2011, and will otherwise be issued on the terms and conditions set out in Section 10.1 of this Prospectus.

The purpose of the Offer and the proposed use of funds raised are set out in

Section 3.4 of this Prospectus.

Securities subscribed for pursuant to the Offer shall be placed at the Board’s discretion.

4.2 Oversubscriptions

The Company may accept oversubscriptions of Shares to the value of a further $10 million at the Issue Price, together with 1 free attaching Option for every 5 Shares issued.

The maximum amount which may be raised under this Prospectus is therefore $20 million.

4.3 Conditions of the Offer

This Offer is subject to:

(a) Shareholder approval being granted for:

(i) the change in nature and scale of the Company’s activities;

(ii) the Consolidation; and

(iii) the Advent Investment,

(together, the Shareholder Approvals);

(b) completion of the Advent Investment, which will not take place until after the Shareholder Approvals; and


(c) ASX granting conditional approval for re-quotation of the Company’s

Shares (and the Options to be issued pursuant to this Prospectus) on ASX.

The Shareholder Approvals are being sought at the General Meeting.

Refer to Section 9.1 of this Prospectus for a summary of the Placement Agreement the subject of the Advent Investment.

If any of the conditions set out above are not satisfied or waived, the Offer will not proceed and no Securities will be allotted or issued pursuant to this

Prospectus. In these circumstances, all applications will be dealt with in accordance with the Corporations Act.

4.4 Minimum subscription

There is no minimum subscription under this Prospectus.

4.5 How to apply

Applications for Securities under the Offer must be made:

(a) using the Application Form attached to or accompanying this

Prospectus; OR

(b) through the electronic payment facility described below. If you make your payment electronically, you do not need to return the Application

Form.

Completed Application Forms and accompanying cheques must be delivered to the Company’s Share Registry, Security Transfer Registrars Pty Ltd, as follows:

By post By hand

PO Box 535

APPLECROSS WA 6953

770 Canning Highway

APPLECROSS WA 6953

Cheques should be made payable to “BPH Corporate Ltd – Share Offer Account” and crossed “Not Negotiable”. Completed Application Forms must reach one of the above addresses by no later than the Closing Date.

Electronic payments should be made according to the instructions set out below and on the Application Form. Application money can be paid to the Company by electronic funds transfer (EFT) as follows:

Account Name: BPH Corporate Ltd – Trust Account

BSB: 086 420 Account Number: 56 754 2257


Applicants should ensure they include their reference details if paying by EFT.

Electronic payments must be received by the Company by 1:00pm (WST) on the Offer Closing Date. You should be aware that your own financial institution may implement earlier cut-off times with regard to electronic payment, and you

should therefore take this into consideration when making payment. It is your responsibility to ensure that funds submitted electronically are received by 1:00pm (WST) on the Offer Closing Date.

A completed and lodged Application Form together with the application

moneys for cannot be withdrawn and constitutes a binding application on the terms set out in this Prospectus. If an Application Form is not completed correctly, then the Board at its absolute discretion can reject it or treat it as valid.

The Board’s decision is final on whether to accept or reject an Application Form, or how to construe, amend, or complete it.

The Company reserves the right to close the Offer early or extend the Offer without notifying you.

The Offer may be closed at an earlier date, and time, at the discretion of the Directors, without prior notice. Applicants are therefore encouraged to submit their Application Forms as early as possible. However, the Company reserves the

right to extend the Offer or accept late applications.

4.6 Allotment

Subject to the Company complying with Chapters 1 and 2 of the ASX Listing Rules, allotment of Securities pursuant to the Offer will take place as soon as

practicable after the Closing Date. Prior to allotment, all application moneys shall be held by the Company on trust. The Company, irrespective of whether the allotment of Securities takes place, will retain any interest earned on the

application moneys.

The Directors reserve the right to allot Securities in full for any application or to allot any lesser number or to decline any application. Where the number of Shares allotted is less than the number applied for, or where no allotment is

made, the surplus application moneys will be returned by cheque to the applicant within 7 days of the allotment date.

4.7 ASX Listing

Application for Official Quotation by ASX of the Securities offered pursuant to this Prospectus will be made within 7 days after the date of this Prospectus. If approval is not obtained from ASX before the expiration of 3 months after the date of issue of the Prospectus, (or such period as varied by the ASIC), the

Company will not issue any Securities and will repay all application moneys for the Securities within the time prescribed under the Corporations Act, without interest.

The fact that ASX may grant Official Quotation to the Securities is not to be

taken in any way as an indication of the merits of the Company or the Securities now offered for subscription.


4.8 Underwriter

The Offer is underwritten Grandbridge Securities on a best endeavours basis. Refer to Section 9.4 Prospectus for further details of the terms of the underwriting and the potential effect of the underwriting on the Company.

4.9 Commissions on Application Forms

The Company reserves the right to pay a commission of up to 5% (inclusive of goods and services tax) of amounts subscribed to any licensed securities dealers or Australian Financial Services licensee in respect of valid applications lodged

and accepted by the Company and bearing the stamp of the licensed securities dealer or Australian Financial Services licensee. A management fee of 1% will be payable to the Underwriter. Payments will be subject to the receipt of

a proper tax invoice from the licensed securities dealer or Australian Financial Services licensee.

4.10 CHESS

The Company will apply to participate in the Clearing House Electronic Sub-

register System (CHESS). CHESS is operated by ASX Settlement and Transfer Corporation Pty Ltd (ASTC), a wholly owned subsidiary of ASX, in accordance with the Listing Rules and the ASTC Settlement Rules.

Under CHESS, the Company will not issue certificates to investors. Instead, Share and Option holders will receive a statement of their holdings in the Company. If an investor is broker sponsored, ASTC will send a CHESS statement.

4.11 Applicants outside Australia

No action has been taken to register or qualify the Securities or otherwise permit a public offering of the Securities in any jurisdiction outside Australia.

This Prospectus does not, and is not intended to, constitute an offer in any place

or jurisdiction, or to any person to whom, it would not be lawful to make such an offer or to issue this Prospectus. The distribution of this Prospectus in jurisdictions outside Australia may be restricted by law and persons who come into possession of this Prospectus should seek advice on and observe any such

restrictions. Any failure to comply with such restrictions may constitute a violation of applicable securities laws. In particular, the Securities have not been, and will not be, registered under the US Securities Act and may only be offered or sold:

(a) in the United States to “qualified institutional buyers” in compliance with

Rule 144A under the US Securities Act; and

(b) outside the United States in “offshore transactions” in compliance with

Regulation S under the US Securities Act and applicable local law.

It is the responsibility of applicants outside Australia to obtain all necessary approvals for the allotment and issue of the Shares pursuant to this Prospectus. The return of a completed Application Form will be taken by the Company to

constitute a representation and warranty by the applicant that all relevant approvals have been obtained.

This Prospectus may not be distributed in the United States or elsewhere outside Australia unless it is attached to, or constitutes a part of, an International Offering

Circular that further describes applicable selling restrictions.


4.12 Privacy statement

If you complete an Application Form, you will be providing personal information to the Company (directly or by the Company’s share registry). The Company collects, holds and will use that information to assess your application, service

your needs as a Securityholder, facilitate distribution payments and corporate communications to you as a Securityholder and carry out administration.

The information may also be used from time to time and disclosed to persons inspecting the register, bidders for your Securities in the context of takeovers,

regulatory bodies, including the Australian Taxation Office, authorised securities brokers, print service providers, mail houses and the Company’s Share Registry.

You can access, correct and update the personal information that we hold

about you. Please contact the Company or its Share Registry if you wish to do so at the relevant contact numbers set out in this Prospectus.

Collection, maintenance and disclosure of certain personal information is governed by legislation including the Privacy Act 1988 (Cth) (as amended), the

Corporations Act and certain rules such as the ASTC Settlement Rules. You should note that if you do not provide the information required on the Application Form, the Company may not be able to accept or process your

application.

4.13 Withdrawal

The Directors may at any time decide to withdraw this Prospectus and the Offer in which case the Company will return all application moneys without interest

within 28 days of giving notice of withdrawal.

4.14 Enquiries

Any questions concerning the Offer should be directed to Deborah Ambrosini,

Company Secretary, on +61 (08) 9328 8366 or email: [email protected].


5. COMPANY AND PROJECT OVERVIEW

5.1 Advent Energy Ltd

Advent Investment

As at the date of this Prospectus, the Company has invested a total of $14.3 million in the share capital of Advent Energy and holds 28.6 million ordinary fully

paid Advent shares (equal to approximately 21.29% of Advent’s issued share capital).

Subject to Shareholder approval (pursuant to ASX Listing Rules 10.1 and 11.1.2),

the Company proposes to invest in up to a further 12 million Advent shares pursuant to the terms of the Placement Agreement.

The Company will not be involved in any of the decisions affecting the ongoing operations of Advent’s projects. The investment will be passive in nature.

This expansion of the Company’s corporate activities provides Shareholders with a further opportunity to diversify their investment in BPH, whilst retaining their interest in the Company’s other biotechnology investments.

Following the Advent Investment, the Company’s major investment will be in the oil and gas industry. Despite the passive nature of the investment, the size warrants careful management by Directors and key management of the Company. The Board comprises members that are both competent and highly

experienced to manage this new investment.

The Board believes that investing further in Advent has the potential to deliver significant value to the Shareholders.

Background

Advent Energy is an unlisted oil and gas exploration company based in Perth, Western Australia. Advent Energy is seeking equity capital to assist in its exploration objectives. Advent Energy has successfully raised in excess of a $22

million in the past 12 months.

Advent Energy holds a strong portfolio of exploration assets throughout Australia, with its cornerstone project lying off the coast of NSW in Petroleum Exploration Permit 11 (PEP 11).

Offshore Sydney Basin – PEP 11

Advent’s interest in PEP 11 is held through its wholly owned subsidiary, Asset Energy Pty Ltd (Asset). Asset is pursuing its option to increase its current 25% interest to an 85% interest in PEP 11 by drilling the first well in this highly prospective permit. Joint venture partner, Bounty Oil & Gas NL, will thereby reduce its interest from 75% to 15%.

The offshore Sydney Basin is an untested but proven petroleum basin situated

along the heavily populated and industrialised central coast of New South Wales. No drilling has taken place in the offshore Sydney Basin, despite a number of wells drilled in the adjacent onshore Sydney Basin which have flowed

gas or encountered oil shows.


Covered by PEP 11, a 200km long, 8,250km2 permit, the offshore Sydney Basin is a

significant exploration area with large scale structuring adjacent to the coastline from Wollongong to Newcastle (offshore NSW). Following reviews by Tanvinh Resources Pty Ltd of recently reprocessed seismic data, estimates of the

prospective recoverable resources comprised in PEP 11 prospects and leads have recently increased to 13.2 Tcf (at the P50 or ‘best estimate’ level) of natural gas. Furthermore, analysis of pre-drilling site survey data over the Great White and Marlin prospects concluded that the geological sequence associated with

these prospects is “likely” to contain zone(s) of gas.

Figure 1: Schematic of Cainozoic prospects of PEP 11

The prospectivity of this proven petroleum basin has been further enhanced by the confirmation of the presence of apparent ongoing hydrocarbon seeps. Data collected by Geoscience Australia along the continental slope / permit

margin has demonstrated active erosional features in conjunction with geophysical indications of gas escape.


Furthermore, in reviews of its exploration data for the PEP 11 project, Advent has

interpreted significant seismically indicated gas features. Evaluation of the reprocessed seismic data for Direct and Indirect Hydrocarbon Indicators (DHI) has revealed evidence of Flat Spots, Hydrocarbon Related Diagenetic Zones,

and anomalous Amplitude Versus Offset features. Potential DHI have been observed coincident with key targets and increase the confidence for the first exploration well.

Figure 2: Features observed across the permit

Successful exploration and field development of the anticipated volumes of natural gas reported could have a positive impact on New South Wales’ and Australia’s energy industry. PEP 11 lies adjacent to the Sydney-Wollongong-

Newcastle greater metropolitan area, with a population of approximately 5 million people. Traditionally, all natural gas used in New South Wales has been piped in from South Australia and the Bass Strait. However, studies by the Australian Bureau of Agricultural and Resource Economics and the Australian

Petroleum Production and Exploration Association state that those sources may not be able to meet the demand for gas in the medium to longer term. Current growth in demand for gas is driven primarily by the electricity generation sector and the mining sector, and reflects the shift to less carbon intensive fuels in a

carbon constrained environment.

Although there have been over a thousand wells drilled in offshore Australia, no exploration drilling has ever taken place in the offshore Sydney Basin.


Asset has contracted the Ocean Patriot semi-submersible drilling rig to drill the

first well in PEP 11. The Ocean Patriot is due to drill two wells in Bass Strait, offshore Victoria for another major operator prior to commencing work for Asset. The exact timing of that two well programme is to be determined and it is

currently anticipated that the rig will be available to commence the PEP 11 drilling programme in early December 2010.

Figure 3: Ocean Patriot semi submersible rig contract by Advent to drill fourth quarter 2010

Asset has lodged appropriate approval documents with relevant NSW and Commonwealth government departments and agencies. To date, key

approvals have been received by National Offshore Petroleum Safety Authority for the revision to the vessel safety case, and from the Department of Industry and Investment NSW for the environment plan, oil spill contingency plan and well operations management plan. Formal advice regarding the Environment

Protection and Biodiversity Conservation Act 1999 (Cth) referral is pending.

Exmouth sub-Basin region of the Carnarvon Basin

Advent has an 8.3% interest (Permit Operator: Strike Oil Ltd) in a shallow, near

shore permit in the Exmouth sub-Basin region of the Carnarvon Basin, which contains the undeveloped Rivoli Gas Field discovery. The Rivoli Joint Venture is considering a proposal to develop the Rivoli Gas Field to supply gas to nearby infrastructure at Exmouth.


Figure 4: Schematic location map of EP 325

Onshore Bonaparte Basin

Advent Energy holds EP 386 and RL 1 in the onshore Bonaparte Basin in northern Australia. The Bonaparte Basin is a hydrocarbon-bearing sedimentary basin straddling the border between the Northern Territory (NT) and Western Australia (WA). Most of the basin is located offshore, covering 250,000km2, compared to just over 20,000km2 onshore.

Advent holds 100% of Exploration Permit EP 386 (4,760 km2) which covers the

entire Western Australian section of the onshore Bonaparte Basin. The permits contain five sub-commercial gas fields which could potentially be advanced to commercial status with additional work, and previously three modest gas discoveries have been made along the western edge of the onshore Bonaparte

Basin.

In the NT, Advent Energy holds 100% of Retention Lease RL 1 (166km2), which covers the Weaber Gas Field and two related prospects, Weaber North and

Weaber Southwest. Geoscience Australia has estimated that the Weaber field contains 4.3 million barrels of oil equivalent.

Reports received by Advent Energy from Tanvinh Resources following investigation of well completion reports and drill stem testing data from EP 386

and RL 1 wells, confirm there is evidence from pressure data that there is considerable upside potential in the area if drilling damage can be avoided. Advent has initiated a multi-phased study to address methods of minimising formation damage and significantly improve gas flow rates.


EP 386 is currently the subject of a renewal application with the Western

Australian Department of Mines and Petroleum.

Figure 5: Location of EP386 and RL 1

5.2 Central Petroleum Ltd

Advent holds approximately 1% of ASX-listed Australian onshore hydrocarbon explorer, Central Petroleum (ASX: CTP).

Central Petroleum is actively exploring its tenements that cover approximately

250,000km2 of central Australia and is currently drilling the Surprise 1 well. Central Petroleum’s last well at Johnston West reported 128m of gross hydrocarbon shows of oil and gas.

5.3 Molecular Discovery Systems Limited

Novel Anti-Mitotic Cancer Therapeutics

A team of expert cancer cell biology researchers at Molecular Discovery Systems has used state-of-the-art technology to screen synthetic molecules and

natural extracts for new anti-cancer drugs. Using high-content imaging and computational analyses, these drug screening efforts have now yielded several new compounds that potently inhibit cancer cell proliferation.


One of these new anti-proliferative compounds discovered by MDSystems’

cancer cell biology researcher, Dr Robin Scaife, has undergone extensive development toward pre-clinical testing of anti-cancer activity. Detailed analyses of chemical analogues of the new drug have yielded a new

compound that exhibits nearly 1,000 times the biological activity of the initial entity derived by the primary screening process.

The potential new drug has also recently undergone testing in animals designed to rule out adverse toxic side effects. Animals exposed to very high levels of the

new drug exhibited no signs of acute toxicity. MDSystems’ potential new anti-cancer drug is, therefore, primed for pre-clinical testing of anti-tumour activity.

The inhibition of cell proliferation and induction of cancer cell death is due to

the anti-mitotic activity of these new drugs. Anti-mitotic drugs, such as the blockbuster microtubule cancer drug Taxol®, have long been considered to be among the most clinically important cancer drugs discovered to date,

generating revenue well in excess of one billion USD/year. More recently, it has

been recognised that some of these microtubule drugs also selectively target the tumour vasculature. Since targeting of the tumour vasculature causes rapid tumour shrinkage, a number of new microtubule drugs have been developed in

recent years by a range of pharmaceutical companies. In light of encouraging initial clinical results, these new microtubule drugs are currently undergoing extensive testing for anti-cancer activity in humans. The microtubule perturbing compounds recently discovered by researchers at MDSystems have the

potential to join this class of highly-promising new anti-cancer drugs.

The Board considers an exceptional opportunity exists for a drug development company to participate in this lead compound development programme.

HLS5 Technology

MDSystems is working with the Western Australian Institute for Medical Research (WAIMR) to develop and validate HLS5 as a novel tumour suppressor gene. A concerted research effort by leading Australian scientists has revealed that HLS5

works through multiple pathways that may target cancer as well as a range of other diseases such as Huntingtons, Parkinsons and HIV infection.

Professor Peter Klinken and his team at WAIMR have been awarded a grant for

Melanoma Research from the Scott Kirkbride Melanoma Research Centre. As a direct consequence of the grant, the team at WAIMR has been investigating the tumour suppressor gene HLS5 and its potential influence in melanoma. The team at WAIMR has uncovered a role for HLS5 in leukaemia and breast cancer, and

during that process the team also noticed that the gene interacts with a number of key proteins involved in one of the known growth pathways associated with melanoma. It has been able to demonstrate that HLS5 associates with proteins that are able to regulate the growth and migration of melanoma cells.

The investigation into the role of HLS5 has progressed well this year. To further understand the role of HLS5, the team is developing both cell lines and whole animals that have down regulated HLS5. A new laboratory environment has

been created to enable the generation of these cell lines. The aim of the research will be to precisely define the biochemical function of HLS5. The tumour suppressor gene HLS5 has had a large volume of data gathered with WAIMR’s continued support.


MDSystems has developed an extensive patent portfolio, both as a potential

therapeutic target and also underpinning its involvement in a variety of disease pathways. The patent portfolio surrounding HLS5 is currently going through National Phase filings in Australia and Europe. The patent “Tumour Suppressor

Factor” No. 7560253 has been issued as a patent in the United States of America.

As a consequence of the recent spinoff of Molecular Discovery Systems from BPH Corporate Ltd, the Company no longer holds 100% of the HLS5 technology. Under the spinoff, approximately 76.34% of this technology was distributed to

BPH Corporate Shareholders, with 20% being retained by the Company.

5.4 Cortical Dynamics Limited

BAR Technology

Cortical Dynamics is working with BPH and Swinburne University of Technology to develop and commercialise a unique depth of anaesthesia monitoring system for use during major surgery. The core technology is based on real time analysis of the patient’s electroencephalograph (EEG) using a proprietary algorithm based on a mathematically and physiologically detailed understanding of the brain’s rhythmic electrical activity.

The theory was developed by Professor David Liley who heads the scientific

team at Cortical Dynamics, and, for the first time, provides a meaningful way of relating brain electrical activity to the underlying physiological processes that generate it. Cortical Dynamics has indicated that it is confident that the resulting Brain Anaesthesia Response (BAR) analysis methodology and index will be a more sensitive measure of the state of the brain during anaesthesia than the current alternatives. Alternative technologies are based on detecting empirical correlations between subjective assessments of the level of

consciousness and a range of parameters derived from the quantitative analysis of EEG. This brain activity monitor also has potential in neuro-diagnostic applications, including the detection of the early onset of neurodegenerative diseases such as Alzheimers and Parkinsons, and in drug monitoring associated

with these conditions.

Cortical Dynamics’ core technology can be used to monitor a number of clinical processes. The BAR monitor has been developed by Cortical Dynamics

to detect the effect of anaesthetic agents on brain activity and assist anaesthetists in keeping patients optimally anaesthetised. The research funded through the National Health and Medical Research Council Development Grant has enabled substantial improvements in the performance of the BAR monitor.

In particular, it has resulted in the development of a modified sensor layout having improved performance and sensitivity, as well as an upgrade of the data acquisition module to enable a greater resilience to the effects of noise and artefact in a range of clinical monitoring situations.

Cortical Dynamics’ team has completed two clinical trials at the Royal Melbourne Hospital. The first trial was designed to test the sensitivity of a new method in quantifying the effect various levels of nitrous oxide have on measures

of anaesthetic depth. The results were published in the peer-reviewed international journal Computers in Biology and Medicine. The second trial was designed to evaluate the sensitivity of the BAR methodology to opioids and other intravenous anaesthetic drugs. These trials have provided evidence that

the BAR algorithm is more sensitive than competitive monitors in detecting the effects of anaesthetics on brain activity.


Cortical Dynamics has analysed a comprehensive data set obtained from

European collaborators. The analysis of this European data set using the BAR methodology unambiguously indicated that the effects of remifentanil (a powerful synthetic opioid) and propofol (a widely used intravenous general

anaesthetic agent) on brain electrical activity can be differentiated. These results suggest that analgesia and anaesthesia may be monitored independently using the EEG. The results of this analysis have been presented at the Australian and New Zealand College of Anaesthetists, and also published in

the prestigious journal Anaesthesiology in 2010.

The technology also has many other emerging applications, including neurodiagnostics pain response monitoring and neuropharmaceutical drug

evaluation, which will be developed subsequent to the depth of anaesthesia monitoring system reaching the market.

Cortical Dynamics’ strategic focus is to validate the BAR systems measurement

and monitoring of depth of anaesthesia and to complete development of

market ready stand alone products and modules that integrate with market leading holistic patient monitoring systems. Cortical will continue to explore collaborative arrangements, such as those with the European researchers, to

facilitate development and commercialisation of Cortical’s technology.

Cortical Dynamics has developed an extensive patent portfolio which is currently going through National Phase filings in Australia, New Zealand, Japan, China, USA and Europe, and has this year been granted Patent No. 2004206763

for the patent “Method of monitoring brain function” in Australia.

5.5 Diagnostic Array Systems Pty Ltd

Diagnostic Array Systems (DAS) has created the BacTrak™ System which is a diagnostic test for the detection of respiratory infections (e.g. diagnosis of pneumonia, Tuberculosis and Legionella disease). The system identifies the cause of disease by testing for multiple bacteria in a single sputum sample quickly, efficiently and more accurately than current techniques. The test has

important implications for the clinical management of infectious diseases by identifying the specific bacteria responsible for a disease and suggesting the most effective therapy. Utilisation of the novel test is intended to provide more

information, more quickly, than alternative methods. It has the potential to accelerate therapeutic treatment, lead to a reduction in hospitalisations and help reduce the overuse of antibiotics.

Amongst all infectious diseases, respiratory are the most common illnesses in the

world. They are highly contagious and are easily spread. The disease causing bacteria can remain in the air where they can easily reach other individuals by inhalation. The number of patients suffering from respiratory infections is increasing, as is the number of deaths caused by these diseases. DAS has

completed its research with in-house validation and has been in discussions with third parties to license the technology.

BPH has assisted with funding the development of BacTrak™, which includes a

number of key features that underpin its commercial potential. These features include rapid simultaneous detection of 16 respiratory pathogens including Tuberculosis, Legionella, and Methycillin resistant Staphylococcus Aureus, and sensitivity and positive confirmation for the 16 pathogens from easily obtained

clinical sputum samples.


The core technology underlying this multiplexed screening is protected by

international patents currently going through National Phase filings in Australia, China, Europe and the US. BPH is confident that the BacTrak™ technology and/or intellectual property will yield a substantial return on negotiation and

completion of a suitable out-licensing deal.


6. DIRECTORS AND CORPORATE GOVERNANCE

6.1 Directors

Mr David Breeze Managing Director – Age 57

David is a corporate finance specialist with extensive experience in the stock

broking industry and capital markets. He has been a corporate consultant to Daiwa Securities; was formerly Manager of Corporate Services for Eyres Reed McIntosh and the State Manager and Associate Director for the stock broking

firm BNZ North’s.

David has a Bachelor of Economics and a Masters of Business Administration, and is a Fellow of the Financial Services Institute of Australasia and a Fellow of the Institute of Company Directors of Australia. He has published in the Journal

of Securities Institute of Australia and has also acted as an Independent Expert under the Corporations Act. David is an Executive Director of Advent Energy Ltd and ASX listed companies Grandbridge Limited and MEC Resources Ltd.

Mr Hock Goh Non Executive Director – Age 55

Hock was formerly President of Network and Infrastructure Solutions, a division of Schlumberger Limited, based in London with revenue in excess of US$1.5 billion.

He had global responsibility of Schlumberger’s outsourcing services, security, business continuity and networked related business units. Prior to that, Hock was President of Schlumberger Asia based in Beijing, China where he managed their

Asian operations consisting of a broad range of services, including oil field services, outsourcing, financial software and smartcards.

In his 25-year career with Schlumberger, Hock held several other field and management responsibilities in the oil and gas industry spanning more than ten

countries in Asia, the Middle East and Europe. Hock started as an oil field service engineer in Indonesia in 1980 before moving to Australia where he worked on the rigs in Roma, Queensland, Bass Strait in Victoria and the Northwest Shelf, offshore Western Australia.

Hock is a partner with Baird Capital Partners Asia, an affiliate of the U.S. based Baird Private Equity, providing growth capital to middle-market companies in health care, business services and manufactured products. Baird Private Equity

has raised and managed $1.7 billion in capital.

Hock is also the Chairman of MEC Resources Ltd, an ASX listed oil and gas exploration company, as well as Chairman of Netgain Systems, a network monitoring software provider. He also serves on the Board of KS Distribution Pte

Ltd, a Singapore based energy related distribution company, and THISS Technologies Pte Limited, a Singapore based satellite communication provider.

He received his Bachelor of Engineering (Hons) in Mechanical Engineering from

Monash University, Australia. He also completed an Advanced Management Program at INSEAD/ France in 2004.


Mr Greg Gilbert Non Executive Director – Age 63

Greg is a specialist in strategy and planning and works in the health and aged care sector. He has a Masters of Science from Cranfield University in the UK and,

in addition, has a Masters of Health Administration from La Trobe University, a Masters of Business Administration from Deakin University, a Bachelor of Arts from the University of Queensland, and a Diploma of Applied Science from the Royal Military College, Duntroon.

Greg has an extensive background in merchant banking and banking, having held the position Global Head of Strategy and Finance and Project Director Global Credit Review with the National Australia Bank, as well as having worked

in executive roles with Capel Court Investment Bank, CIBC Australia Limited and B&C Capital.

Greg has also worked with the National Australia Bank as an Internal Consultant on strategic operational reviews with McKinsey and Company and Booz Allen

and Hamilton Consultants.

A former Lieutenant Colonel in the Australian Defence Force, he has extensive senior management experience in strategic planning, financial management,

change management and project management as well as merchant banking and corporate advisory experience in mergers and acquisitions and valuations.

Ms Deborah Ambrosini Executive Director and Company Secretary – Age 37

Deborah is a chartered accountant with over 11 years’ experience in accounting and business development spanning the biotechnology, mining, IT communications and financial services sectors. She has extensive experience

both nationally and internationally in financial and business planning, compliance and taxation.

Deborah is a member of the Institute of Chartered Accountants and was a state finalist in the 2009 Telstra Business Woman Awards.

Deborah is an Executive Director of Advent Energy Ltd and ASX listed MEC Resources Ltd.

6.2 Corporate governance

The Directors monitor the business affairs of the Company on behalf of Shareholders and have formally adopted a set of corporate governance policies and board protocols which are designed to encourage Directors to focus their attention on accountability, risk management and ethical conduct.

6.3 The Board of Directors

The Company’s Board of Directors is responsible for corporate governance of the Company. The Board develops strategies for the Company, reviews strategic objectives and monitors performance against those objectives. The

goals of the corporate governance processes are to:

(a) maintain and increase Shareholder value;

(b) ensure a prudential and ethical basis for the Company’s conduct and

activities; and


(c) ensure compliance with the Company’s legal and regulatory

objectives.

Consistent with these goals, the Board assumes the following responsibilities:

(a) developing initiatives for profit and asset growth;

(b) reviewing the corporate, commercial and financial performance of the Company on a regular basis;

(c) acting on behalf of, and being accountable to, the Shareholders; and

(d) identifying business risks and implementing actions to manage those risks

and corporate systems to assure quality.

The Company is committed to the circulation of relevant materials to Directors in

a timely manner to facilitate Directors’ participation in the Board discussions on a

fully-informed basis.

6.4 Composition of the Board

Election of Board members is substantially the province of the Shareholders in general meeting. However, subject thereto, the Company is committed to the

following principles:

(a) the Board is to comprise Directors with a blend of skills, experience and attributes appropriate for the Company and its business; and

(b) the principal criterion for the appointment of new Directors is their ability to add value to the Company and its business.

No formal nomination committee or procedures have been adopted for the identification, appointment and review of the Board membership, but an

informal assessment process, facilitated by the Chairman in consultation with the Company’s professional advisers, has been committed to by the Board.

6.5 Independence

The Board regularly assesses the independence of each Director. An independent Director is a Non-executive Director whom the Board considers to be independent of management and free of any business or other relationship that could materially interfere with, or could reasonably be perceived to

interfere with, the exercise of unfettered and independent judgment.

Materiality is to be assessed on a case by case basis and, as a general policy

guide to materiality, a threshold of 5% of balance sheet net assets of the

Company is considered to be relevant in determining materiality.

Directors are considered independent if they:

(a) have not been employed in an executive capacity by the Company for the last 3 years;

(b) do not have relationships as professional advisers, or significant contracts with the Company (and have not had any for the past 3 years) which result in a material payment or financial benefits being paid to them by the Company;


(c) have not served on the Board for a period which could or could

reasonably be perceived to materially interfere with their ability to act in the best interests of the Company;

(d) are not a substantial shareholder of the Company or an associate or

officer of a substantial shareholder of the Company; and

(e) have no interest or relationship which might materially interfere with their ability to act in the best interests of the Company.

Irrespective of the determination of independence, Directors must strictly adhere

to the constraints on their participation and voting in relation to matters in which they may have an interest in accordance with the Corporations Act and the Company’s policies.

6.6 Conflict of interest

All existing or potential conflicts of interest shall be declared by the member concerned at the start of a Board meeting or when a relevant issue arises, and documented in the Board minutes.

Where a conflict of interest or potential conflict of interest is identified, the Board member concerned shall:

(a) take such steps as are necessary and reasonable, within a period

specified by the Board, to remove any conflict of interest; or

(b) leave the room as soon as matters are discussed to which the conflict relates.

The Board member concerned shall not vote on matters to which the conflict

relates, nor initiate or take part in any Board discussion on matters to which the conflict relates (either in the Board meeting or with other Board members before or after the Board meeting), unless expressly invited to do so by unanimous

agreement by all other Board members present.

If a Board member alleges that another Board member has a conflict of interest, whether existing or potential, and if the Board cannot resolve this allegation to the satisfaction of both parties, that matter shall be referred to the Ethics

Committee (if one has been established). The Ethics Committee will make a recommendation to the Board as to what action shall be taken. If no Ethics Committee has been established, the conflict shall be dealt with by the Board,

with the affirmative vote of no less than 1 independent Director.

Examples of conflict of interest include, but are not limited to, the following:

(c) when a Board member or his/her immediate family or business interests stand to gain financially from any business dealings, programs or

services of the Company;

(d) when a Board member offers a professional service to the Company;

(e) when a Board member stands to gain personally or professionally from any insider knowledge if that knowledge is used for personal gain; and

(f) where a Board member has a role on the governing body of another organisation, where the activities of that other body may be in direct conflict or competition with the Company’s activities.


6.7 Independent professional advice

Subject to the Chairman’s approval (not to be unreasonably withheld), the Directors, at the Company’s expense, may obtain independent professional advice on issues arising in the course of their duties.

6.8 Remuneration arrangements

The remuneration of an Executive Director will be decided by the Board, without the affected Executive Director participating in that decision-making process.

The total maximum remuneration of Non-executive Directors is the subject of a

Shareholder resolution in accordance with the Company’s Constitution, the Corporations Act and the ASX Listing Rules, as applicable. The determination of Non-executive Directors’ remuneration within that maximum will be made by the

Board having regard to the inputs and value to the Company of the respective contributions by each Non-executive Director. The current limit, which may only be varied by Shareholders in general meeting, is an aggregate amount of $250,000 per annum.

The Board may award additional remuneration to Non-executive Directors called upon to perform extra services or make special exertions on behalf of the Company.

6.9 External audit

The Company in the general meeting is responsible for the appointment of the external auditors of the Company and the Board from time to time will review the scope, performance and fees of those external auditors.

6.10 Audit committee

Due to the size of the Company, the Board has not formally constituted an Audit Committee. The entire Board currently undertakes the duties of an Audit

Committee which include:

(a) reviewing and reporting to the Board on the annual and half year financial reports, the financial section of quarterly reports and all other financial information published by the Company prior to release to

Shareholders and other public forums; and

(b) assisting the Board in reviewing the effectiveness of the Company’s internal control environment.

The Company's auditor is invited to attend the annual general meeting and the Company supports the principle of the auditor being available to answer questions on the conduct of the audit and the content of the audit report.

6.11 Identification and management of risk

The Board’s collective experience will enable accurate identification of the principal risks that may affect the Company’s business. Key operational risks and their management will be recurring items for deliberation at Board meetings.

6.12 Ethical standards

The Board is committed to the establishment and maintenance of appropriate ethical standards.


7. INVESTIGATING ACCOUNTANT’S REPORT

19 November 2010

The Board of Directors

BPH Corporate Ltd

14 View St

NORTH PERTH WA 6006 Dear Sirs

Investigating Accountant’s Report – BPH Corporate Ltd

1. Introduction

This Investigating Accountant’s Report (the “Report”) has been prepared at the request of the Directors of BPH Corporate Ltd (“BPH” or “the Company”) for inclusion in a Prospectus to be dated on or around 19 November 2010 (the “Prospectus”). The Prospectus is for the conditional offer of shares to the value of $10,000,000 at an issue price per share of the higher of 20 cents and 80% of the volume weighted average price (“VWAP”) per share calculated over the 5 days on which sales in shares are recorded before the issue date, together with 1 free attaching option exercisable at 20 cents for every 5 shares issued. The Company may accept oversubscriptions at the issue price to the value of a further $10,000,000, together with 1 free attaching option exercisable at 20 cents for every 5 shares issued. The maximum amount that may be raised under the Prospectus is therefore $20,000,000 before costs (“Maximum Subscription”). The Prospectus is conditional on a number of items. Please refer to Section 4.3 of the Prospectus for more information on the conditions.

2. Basis of Preparation This Report has been prepared to provide investors with information on the historical financial position of the Company and the pro forma historical statement of financial position at 30 September 2010 as noted in Appendix 1. The pro forma historical statement of financial position is presented in an abbreviated form insofar as it does not include all of the disclosures required by the Australian Accounting Standards applicable to annual financial reports in accordance with the Corporations Act 2001. This Report does not address the rights attaching to the shares to be issued in accordance with the Prospectus, nor the risk associated with the investment, and has been prepared based on the complete offer being achieved. MGI Perth Corporate Finance Pty Ltd (“MGICF”) has not been requested to consider the prospects for the Company, the shares on offer and related pricing issues, nor the merits and risks associated with becoming a shareholder and accordingly, has not done so, nor purports to do so. MGICF accordingly takes no responsibility for these matters or for any matter or omission in the Prospectus, other than responsibility for this Report. Risk factors are set out in Section 9 of the Prospectus.

Expressions defined in the Prospectus have the same meaning in this report.

3. Background BPH has interests spanning the biotechnology and resources industries. During the financial year ended 30 June 2010, BPH initiated its exclusive option to acquire between 9.7% and 19.4% of unlisted oil and gas exploration company, Advent Energy Ltd (“Advent”) by making an initial investment of $7 million, followed by a further investment of $5.8 million in April 2010, thereby increasing its holding to $12.8 million. On 4 October 2010 BPH acquired a further holding of 3 million shares in Advent from MEC Resources Ltd (“MEC”). On 11 October 2010 BPH announced that it had entered into a conditional agreement to subscribe for up to 12 million ordinary fully paid shares in Advent, thereby increasing its investment in Advent to up to 27.7% (“Advent Investment”). On 4 November 2010, BPH announced that it is to hold a General Meeting on 3 December 2010 to obtain shareholder approval for:

Changing the Company’s nature and scale of activities Consolidating the Company’s issued share capital Approving the Advent Investment, and Changing the Company’s name to BPH Energy Limited.

The Prospectus is conditional on the shareholders approving the items above. Key personnel of BPH include:

Mr David Breeze (Managing Director) Mr Hock Goh (Non-executive Director) Mr Greg Gilbert (Non-executive Director) Ms Deborah Ambrosini (Executive Director)

4. Scope

We have reviewed the pro forma historical statement of financial position in order to report whether anything has come to our attention which causes us to believe that the pro forma historical statement of financial position, as set out in Appendix 1 of this Report, does not present fairly the pro forma historical statement of financial position at 30 September 2010, on the basis of preparation, accounting policies and the pro forma transactions and/or adjustments described in Appendix 2, and in accordance with the recognition and measurement requirements (but not all of the disclosure requirements) of Australian Accounting Standards (including the Australian Accounting Interpretations) issued by the Australian Accounting Standards Board. The historical financial information set out in Appendix 1 to this Report has been extracted from the unaudited management accounts of the Company for the period ended 30 September 2010. The directors of the Company are responsible for the preparation and presentation of the historical financial information including the determination of the pro forma transactions and/or adjustments. We have conducted our review of the pro forma historical statement of financial position in accordance with Australian Standard on Review Engagements ASRE 2405 “Review of historical financial information other than a financial report”. We made enquiries and performed such procedures as we, in our professional judgment, considered reasonable in the circumstances, including:

A review of the unaudited management accounts for the period ended 30 September 2010;

Analytical procedures on the pro forma historical statement of financial position;

Consideration of the pro forma transactions and/or adjustments made to the historical statement of financial position at 30 September 2010;

Enquiry of directors, management and others;

Review of contractual arrangements; and

A review of work papers, accounting records and other documents.

Our review was limited primarily to an examination of the historical financial information, the pro forma financial information, analytical review procedures and discussions with both management and directors. A review of this nature provides less assurance than an audit and, accordingly, this Report does not express an audit opinion on the historical information or pro forma financial information included in this Report or elsewhere in the Prospectus.

In relation to the information presented in this Report:

support by another person, corporation or an unrelated entity has not been assumed;

the amounts shown in respect of assets do not purport to be the amounts that would have been realised if the assets were sold at the date of this Report; and

the going concern basis of accounting has been adopted.

5. Conclusion:

(a) Historical statement of financial position Based on our review, which is not an audit, nothing has come to our attention which causes us to believe that the historical statement of financial position, as set out in Appendix 1 of this Report is not presented fairly in accordance with the recognition and measurement requirements (but not all of the disclosure requirements) of Australian Accounting Standards (including the Australian Accounting Interpretations).

(b) Pro-forma historical statement of financial position

Based on our review, which is not an audit, nothing has come to our attention which causes us to believe that the pro-forma historical statement of financial position, as set out in Appendix 1 of this report, is not properly drawn up in accordance with the basis of preparation, accounting policies and pro forma adjustments described in Appendix 2 and the recognition and measurement requirements (but not all of the disclosure requirements) of Australian Accounting Standards (including the Australian Accounting Interpretations) as if the pro forma transactions had occurred on that date.

6. Subsequent events

Apart from the matters dealt with in this report and having regard to the scope of our Report, to the best of our knowledge and belief, no material transactions or events outside of the ordinary course of business of BPH have come to our attention that would require comment on, or adjustment to, the information referred to in our Report or that would cause such information to be misleading or deceptive.

7. Independence, Disclosure of interest and Consent MGICF does not have any interest in the outcome of the listing of the shares, other than in connection with the preparation of this Report for which normal professional fees will be received. MGICF does not hold nor has any interest in the ordinary shares of the Company.

8. Responsibility

MGICF was not involved in the preparation of any part of the Prospectus, and accordingly, makes no representations or warranties as to the completeness and accuracy of any information contained in any other part of the Prospectus. MGICF consents to the inclusion of this Report in the Prospectus in the form and context in which it is included. At the date of this Report, this consent has not been withdrawn.

9. General advice warning

This Report has been prepared, and included in the Prospectus, t

PROSPECTUS - BPH Energybphenergy.com.au/documents/BPH Prospectus.pdfABN 41 095 912 002 (to be...

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