BPH ENERGY LTD - Capital/Financing Update 2009

BIOPHARMICA LIMITED (to be renamed “BPH Corporate Limited”) ACN 095 912 002

PROSPECTUS

For the offer of up to 95,982,330 Shares at an issue price per Share of the lower of $0.125 and 80% of the VWAP calculated over the 5 days on which sales in the Shares are recorded before the Issue Date, together with one (1) free attaching Option exercisable at $0.20 for every one (1) Share issued ( First Offer ).

The First Offer is conditional on Shareholder approval at a General Meeting to be held on 24 December 2009. Refer to Section 4.2 of this Prospectus for further details.

AND

For the additional subsequent offer of up to 28,794,699 Shares at $0.125 per Share, together with one (1) free attaching Option exercisable at $0.20 for every one (1) Share issued to raise up to $3,599,338 ( Second Offer ).

Subject to Shareholder approval at the General Meeting, all investors who are issued Securities pursuant to the Offers under this Prospectus will be entitled to participate in the proposed in-specie distribution of approximately 76% of the issued capital of the Company‟s wholly owned subsidiary, Molecular Discovery Systems Limited. To give effect to this, it is proposed to distribute one MDSystems share for every one BioPharmica Share held on the Record Date of 6 Jan 2010. Refer to Section 2 of the Explanatory Statement in the Notice of Meeting for further details.

Underwriter and First Offer subscriptions

The First Offer is partially underwritten (up to a maximum of 24,000,000 Shares) by Grandbridge Securities (AFSL 241057) pursuant to the terms of a conditional underwriting agreement (refer to Section 8.2.2 for further details). The Company has already received commitments from investors for the full subscription under the First Offer.

IMPORTANT NOTICE

This document is important and should be read in its entirety. If after reading this Prospectus you have any questions about the Securities being offered under this Prospectus or any other matter, then you should consult your stockbroker, accountant or other professional adviser.

The Securities offered by this Prospectus should be considered as speculative.

1.	SUMMARY OF IMPORTANT DATES AND IMPORTANT NOTES ....................................... 1
2.	CORPORATE DIRECTORY .............................................................................................. 5
3.	CHAIRMAN’S LETTER ..................................................................................................... 6
4.	DETAILS OF THE OFFERS ................................................................................................ 8
5.	PURPOSE AND EFFECT OF THE OFFERS ....................................................................... 13
6.	RIGHTS AND LIABILITIES ATTACHING TO SECURITIES ................................................. 19
7.	RISK FACTORS ............................................................................................................ 22
8.	ADDITIONAL INFORMATION ...................................................................................... 31
9.	DIRECTORS’ AUTHORISATION .................................................................................... 40
10.	DEFINITIONS ............................................................................................................... 41

1. SUMMARY OF IMPORTANT DATES AND IMPORTANT NOTES

Lodgement of Prospectus with the ASIC and ASX	22 December 2009
First Offer and Second Offer Opening Date	23 December 2009
General Meeting (refer to Section4.2for further details)	24 December 2009
First OfferClosing Date*	1:00pm on 24 December 2009
Expected date of Official Quotation of the First Offer Securities	29 December 2009
Second OfferClosing Date*	1:00pm on 5 January 2010
Expected date of Official Quotation of the Second Offer Securities	8 January 2010

*The Company reserves the right to extend the First Offer Closing Date or the Second Offer Closing Date or close the Offers early without notice.

IMPORTANT NOTES

Shareholders and potential investors should read this document in its entirety and, if in doubt, should consult their professional advisers.

This Prospectus is dated 22 December 2009 and a copy of this Prospectus was lodged with the ASIC on that date. The ASIC and ASX take no responsibility for the content of this Prospectus.

The Expiry Date of the Prospectus is 13 months after the date the Prospectus was lodged with the ASIC. No Securities will be allotted or issued on the basis of this Prospectus after the Expiry Date.

No person is authorised to give information or to make any representation in connection with this Prospectus which is not contained in the Prospectus. Any information or representation not so contained may not be relied on as having been authorised by the Company in connection with this Prospectus.

Applications for Securities offered pursuant to this Prospectus can only be submitted on an original Application Form which accompanies this Prospectus.

The distribution of this Prospectus in jurisdictions outside Australia may be restricted by law and therefore persons into whose possession this document comes should seek advice on and observe any such restrictions. Any failure to comply with these restrictions constitutes a violation of those laws. 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.

This Prospectus is a transaction specific prospectus for an offer of continuously quoted Securities (as defined in the Corporations Act) and has been prepared in accordance with section 713 of the Corporations Act. It does not contain the same level of disclosure as an initial public offering prospectus. In making representations in this Prospectus, regard has been had to the fact that the Company is a disclosing entity for the purposes of the Corporations Act and certain matters may reasonably be expected to be known to investors and professional advisers whom potential investors may consult.

RISK FACTORS

Prospective investors in the Company should be aware that subscribing for Securities the subject of this Prospectus involves a number of risks. These risks are summarised in Section 4.1 of this Prospectus and are set out in full in Section 7 of this Prospectus and investors are urged to consider those risks carefully (and if necessary, consult their professional advisers) before deciding whether to invest in the Company. The key risks that relate to an investment in the Company include, without limitation:

(a) First Offer Issue Price and Second Offer capital raising : the Issue Price (being the price at which the First Offer Securities will be issued) is unknown as at the date of this Prospectus. The Company proposes to seek Shareholder approval at the General Meeting to the issue of the First Offer Shares at the lower of $0.125 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 (coupled with the fact that the First Offer is only partially underwritten and the Second Offer is not underwritten at all), 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 proposed significant new investment in Advent Energy, described below). In addition, because the Company proposes to issue Securities under the Second Offer on the basis of the post-First Offer expanded capital, if Shareholder approval is not obtained at the General Meeting, the number of Securities which the Company will be entitled to issue under its 15% annual placement capacity pursuant to the Second Offer will be significantly lower than currently proposed and accordingly, the Company may not be able to raise as much money as is required to carry out its objectives.
(b) Significant new investment: subject to Shareholder approval (pursuant to ASX Listing Rules 10.1 and 11.1.2), the Company intends to exercise an exclusive option to invest in Advent Energy. The option gives the Company the opportunity to acquire between 9.7% and 19.4% of Advent Energy‟s share capital at $0.50 per Advent Energy share (subject to the Listing Rules). Risks associated with this significant new investment include:
(i) Illiquid investment : as Advent Energy 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;
(ii) No controlling interest : the interest acquired in Advent Energy (being between 9.7% and 19.4% (subject to the Listing Rules)) will not be a controlling interest and accordingly the Company will not have the capacity to determine the outcome of decisions about Advent Energy‟s financial and operating policies.
(iii) Dilution and depletion of cash reserves: the issue of Securities pursuant to this Prospectus to fund the Company‟s proposed investment in Advent Energy will have the effect of diluting Shareholders‟ interests. In addition, the Company‟s available cash reserves will be significantly reduced.

(iv) Conditional Funding Agreement with Talbot Group Holdings: Advent Energy‟s substantial portfolio of exploration permits will require access to substantial capital to further identify and develop those assets. In order to secure funding, Advent Energy entered into a conditional funding arrangement with Talbot Group Holdings Pty Ltd ( Talbot Group ) dated 10 November 2008 (as amended) ( Funding Agreement ). If any of the conditions to funding stipulated in the Funding Agreement cannot be satisfied, Advent Energy may not have sufficient funding to pursue its exploration activities. Under the Funding Agreement, Talbot Group will not advance any funds if any of the following occurs:
(A) Advent Energy fails to raise a minimum amount as specified in the Funding Agreement by 30 April 2010 to (among other things) fund the agreed works program for PEP 11;
(B) Asset Energy, as the holder of PEP 11, fails to comply with the requirements of PEP 11 or fails to keep it in good standing;
(C) another party obtains an interest in PEP 11 without Talbot Group‟s prior knowledge;
(D) Advent Energy issues share capital other than for the purposes of the fundraising outlined in (A) above;
(E) Asset Energy changes its share capital without Talbot Group‟s prior consent; or
(F) Talbot Group considers there has been a material adverse change in relation to the value, financial condition or prospectus of Advent Energy, Asset Energy or PEP 11.

Advent Energy‟s ability to obtain additional funding will depend upon a number of factors, including the extent of its ability to generate income from activities which it cannot forecast with any certainty.

(v) 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 Energy‟s performance and have a resulting effect on the value of the Company‟s investment in Advent Energy.
(vi) 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 Energy‟s business and therefore the value of the Company‟s investment in Advent Energy.

(c) Nature of BioPharmica’s existing investments: the Company‟s existing investments (excluding the Company‟s 100% interest in MDSystems, which it proposes to dispose the majority of pursuant to the Equal Reduction of Capital) include its 3.89% interest in Cortical Dynamics Ltd; 51.82% interest in Diagnostic Array Systems Pty Ltd; and its interest in the SERS project. The Company can make no representations that any of these projects will be successful, that the Company‟s development milestones will be achieved or that it will develop products that are commercially exploitable. Further, the Company‟s 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. While the Company is not aware of any third party interests in its intellectual property rights and has taken steps to protect and confirm its interest in these rights, there is always a risk of third parties claiming involvement in technological and medical discoveries and if any such disputes arise, they could adversely affect the Company.

The risk factors set out in Section 7 of this Prospectus, and other general risks applicable to all investments in listed securities not specifically referred to, may in the future affect the value of the Securities. Accordingly, an investment in the Company should be considered speculative.

ELECTRONIC PROSPECTUS

A copy of this Prospectus can be downloaded from the website of the Company at www.biopharmica.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.

2. CORPORATE DIRECTORY

Directors Share Registry* Mr David Breeze Security Transfer Registrars Pty Ltd Executive Chairman/Managing Director 770 Canning Highway Applecross WA 6153 Mr Gregory Gilbert Non Executive Director PO Box 535 Mr Hock Goh APPLECROSS WA 6953 Non Executive Director Telephone: +61 8 9315 2333

Ms Deborah Ambrosini Executive Director

Company Secretary Solicitors to the Company Ms Deborah Ambrosini Steinepreis Paganin Level 4, The Read Buildings 16 Milligan Street PERTH WA 6000

Registered Office Website 14 View Street www.biopharmica.com.au NORTH PERTH WA 6006 Telephone: +61 8 9328 8366 Facsimile: +61 8 9328 8733

Underwriter

Grandbridge Securities Pty Ltd AFSL 241057 14 View Street North Perth, Western Australia Australia, 6006

This entity has not been involved in the preparation of this Prospectus and has not consented to being named in this Prospectus. Its name is included for information purposes only.

3. CHAIRMAN’S LETTER

Dear Shareholder and potential new investor

On 12 August 2009 and 21 September 2009, the Company issued announcements in relation to its intention, subject to the receipt of all necessary Shareholder, regulatory and ASX approvals, to (among other things):

restructure its assets by ultimately splitting the separate business activities and assets of the Company into 2 ASX listed entities. To give effect to this, the Company intends to spin-off its wholly owned subsidiary, Molecular Discovery Systems Limited ( MDSystems ), by way of an in specie distribution of 1 MDSystems share for every 1 BioPharmica share held at 6 January 2010;
exercise an exclusive option to acquire between 9.7% and 19.4% of Advent Energy ( Advent Interest ), an unlisted oil and gas exploration company based in Perth, Western Australia, with a portfolio of petroleum assets throughout Australia, including the cornerstone project situated in the offshore Sydney sedimentary Basin within Petroleum Exploration Permit 11; and
raise sufficient capital through the issue of up to 95,982,330 Shares under the First Offer to fund the acquisition of the Advent Interest and additional working capital.

The Company has convened a General Meeting to be held on 24 December 2009 to seek the Shareholder approvals necessary to proceed with the above transactions. In addition to the capital raising contemplated under the First Offer, the Company proposes to conduct a further placement of Shares and free attaching Options up to its annual 15% placement capacity ( Second Offer ). The Second Offer is not subject to Shareholder approval, however the total number of Shares which may be issued under the Second Offer will depend on whether Shareholders approve the First Offer. The Company‟s major Shareholders have indicated they will vote in favour of the relevant resolutions. The Company has already received commitments from investors for the full subscription under the First Offer.

The Offers are partially underwritten by Grandbridge Securities and any Securities not taken up pursuant to the Offers will be allocated to Grandbridge Securities (or nominated sub-underwriter(s)). A summary of the material terms of the Underwriting Agreement is contained in Section 8.2.2 of this Prospectus.

Based on information provided to the ASX by the Company, and, in summary, on the basis that the Company continues its activities as a biotechnology company as compared to any further expenditure on oil and gas assets, the ASX has determined that the Company may proceed with the acquisition of the Advent Interest (subject to the receipt of Shareholder approval at the General Meeting) without having to meet the requirements in Chapters 1 and 2 of the ASX Listing Rules.

The Board considers the acquisition of the Advent Interest will provide Shareholders with exposure to a resources project and provide Shareholders with the potential to diversify their investment risk whilst retaining their interest in the Company‟s core activities and investments. The Company will continue to maintain its existing interests in Cortical Dynamics Ltd (3.89%), Diagnostic Array Systems Pty Ltd (51.82%), and in the Synthetic Enhanced Raman Spectroscopy (SERS) project.

Details about the risks of an investment in the Company are contained in Section 7 of this Prospectus. Investors should obtain professional investment advice before deciding to invest. Please read this document carefully before making your investment decision.

If you are already a Shareholder, I invite you show your support for the Company by increasing your shareholding and, if you are not already a Shareholder, I invite you to become one and be part of what will be an exciting development.

Yours faithfully

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David Breeze Managing Director/Executive Chairman BIOPHARMICA LIMITED

4. DETAILS OF THE OFFERS

4.1 The Offers

This Prospectus contains two offers:

(a) the First Offer (refer to Section 4.2 below); and
(b) the Second Offer (refer to Section 4.3 below).

4.2 First Offer

This Prospectus invites investors to apply for up to 95,982,330 Shares at an issue price per Share of the lower of $0.125 and 80% of the average market price for Shares calculated over the 5 days on which sales in the Shares are recorded before the Issue Date ( Issue Price ), together with one (1) free attaching Option for every one (1) Share issued, to raise up to approximately $11,997,792 (based on an issue price of $0.125 per Share).

The closing price for Shares over the past 3 months has ranged between $0.125 and $0.175 per Share, with the 3-month average closing price for Shares as at the date of this Prospectus being $0.147. If the 5-day VWAP prior to the Issue Date is lower than $0.125, the amount raised under the First Offer will be less.

The First Offer is conditional upon Shareholders approving the issue of Securities at a General Meeting to be held on 24 December 2009. The Second Offer is not conditional upon Shareholder approval; however the total number of Shares which may be issued under the Second Offer will depend on whether Shareholders approve the First Offer. If the First Offer is not approved by Shareholders, the number of Shares which may be issued under the Second Offer will be approximately 14,397,350 (assuming no Options are exercised prior to the Second Offer Closing Date).

In the event that Shareholders do not approve the issue of Securities pursuant to the First Offer, the First Offer will not proceed and the Company will refund all application moneys received under the First Offer as soon as is practicable.

4.3 Second Offer

This Prospectus also invites investors to apply for an additional 28,794,699 Shares at $0.125 per Share, together with one (1) free attaching Option for every one (1) Share issued, to raise up to approximately $3,599,338.

4.4 Rights attaching to Securities

All of the Shares offered under this Prospectus will rank equally with the Shares on issue at the date of this Prospectus. Please refer to Section 6.1 of this Prospectus for further information regarding the rights and liabilities attaching to the Shares.

All of the free attaching Options issued under this Prospectus will be listed Options exercisable at $0.20 each on or before 31 May 2010, and will otherwise be issued on the terms and conditions set out in Section 6.2 of this Prospectus.

The purpose of the Offers and the use of funds raised are set out in Section 5 of this Prospectus.

4.5 Underwriting

The First Offer is partially underwritten by Grandbridge Securities up to a maximum of 24 million Shares. Refer to Section 8.2.2 of this Prospectus for further details of the terms of the underwriting and the potential effect of the underwriting on the Company.

4.6 Applications for Securities

Under the First Offer

Applications for Securities under the First Offer must be made:

(a) on the First Offer 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 First Offer Application Form.

Completed First Offer Application Forms and accompanying cheques, made payable to “ BioPharmica Limited – Trust Account ” and crossed “ Not Negotiable ”, must be mailed or delivered to:

Security Transfer Registrars PO Box 535 APPLECROSS WA 6953

Completed First Offer Application Forms must reach the address set out above by no later than the First Offer Closing Date. The Company reserves the right to extend the First Offer Closing Date or close the First Offer early without notice.

Electronic payment should be made according to the instructions set out below and on the First Offer Application Form. If you make your payment electronically, you do not need to return the First Offer Application Form. Application money can be paid to the Company by electronic funds transfer as follows:

Account Name: BioPharmica Limited Trust Account BSB: 086 420 Account Number: 56 754 2257

Electronic payments must be received by the Company by 1.00pm (WST) on the First 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 First Offer Closing Date.

Notwithstanding the foregoing, the First Offer Securities will not be allotted until and unless Shareholder approval for the issue of the Securities under the First Offer is obtained at the General Meeting.

Under the Second Offer

Applications for Securities under the Second Offer must be made:

(a) on the Second Offer Application Form attached to or accompanying this Prospectus; OR
(b) through the electronic facility described below. If you make your payment electronically, you do not need to return the Second Offer Application Form.

Completed Second Offer Application Forms and accompanying cheques, made payable to “ BioPharmica Limited – Trust Account ” and crossed “ Not Negotiable ”, must be mailed or delivered to:

Security Transfer Registrars PO Box 535 APPLECROSS WA 6953

Completed Second Offer Application Forms must reach the address set out above by no later than the Second Offer Closing Date. The Company reserves the right to extend the Second Offer Closing Date or close the Second Offer early without notice.

Electronic payments should be made according to the instructions set out below and on the Second Offer Application Form. If you make your payment electronically, you do not need to return the Second Offer Application Form. Application money can be paid to the Company by electronic funds transfer as follows:

Account Name: BioPharmica Limited Trust Account BSB: 086 420 Account Number: 56 754 2257

Electronic payments must be received by the Company by 1.00pm (WST) on the Second 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 Second Offer Closing Date.

4.7 Minimum Subscription

There is no minimum subscription under this Prospectus.

4.8 Allotment of Securities

The Directors will determine the allottees of all the Securities in their sole discretion. The Directors reserve the right to reject any application or to allocate any Applicant fewer Securities than the number applied for.

Securities issued pursuant to the Offers will be allotted on a progressive basis. Where the number of Securities issued is less than the number applied for, or where no allotment is made, surplus application moneys will be refunded without any interest to the Applicant as soon as practicable after the First Offer Closing Date or the Second Offer Closing Date (as the case may be).

Pending the allotment and issue of the Securities or payment of refunds pursuant to this Prospectus, all application moneys will be held by the Company in trust for the Applicants in a separate bank account as required by the Corporations Act. The Company, however, will be entitled to retain all interest that accrues on the bank account and each Applicant waives the right to claim interest.

4.9 Australian Securities Exchange Listing

Application for Official Quotation 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.

4.10 Restrictions on the Distribution of the Prospectus

The distribution of this Prospectus outside the Commonwealth of Australia may be restricted by law.

The Offers do not, and are not intended to, constitute an offer in any place or jurisdiction in which, or to any person to whom, it would not be lawful to make such an offer or to issue this Prospectus.

Residents of countries outside Australia should consult their professional advisers as to whether any government or other consents are required, or whether any formalities need to be observed should they wish to make an application to take up Securities on the basis of this Prospectus. The return of a duly completed Application Form will be taken to constitute a representation and warranty that there has been no breach of such laws and that all approvals and consents have been obtained.

4.11 Clearing House Electronic Sub-Register System (CHESS) and Issuer Sponsorship

The Company will not be issuing Share or Option certificates. The Company is a participant in CHESS for those investors who have a sponsoring stockbroker. Investors who do not wish to participate through CHESS will be issuer sponsored by the Company. Because the sub-registers are electronic, ownership of Securities can be transferred without having to rely upon paper documentation.

Electronic registers mean that the Company will not be issuing certificates to investors. Instead, investors will be provided with separate statements (similar to a bank account statement) that set out the number of Shares and Options allotted to them under this Prospectus. The notice will also advise holders of their Holder Identification Number or Security Holder Reference Number and explain, for future reference, the sale and purchase procedures under CHESS and issuer sponsorship.

Further monthly statements will be provided to holders if there have been any changes in their security holding in the Company during the preceding month.

4.12 Risk factors

Prospective investors in the Company should be aware that subscribing for Securities the subject of this Prospectus involves a number of risks. These risks are set out in detail in Section 7 of this Prospectus and investors are urged to consider those risks carefully (and if necessary, consult their professional advisers) before deciding whether to invest in the Company.

4.13 Privacy Act

If you complete an application for Securities, 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 for Securities, the Company may not be able to accept or process your application.

4.14 Enquiries

Any questions concerning the Offers should be directed to Deborah Ambrosini, Company Secretary, on +61 (08) 9328 8366 or email: [email protected].

5. PURPOSE AND EFFECT OF THE OFFERS

5.1 Purpose of the Offers

The purpose of the Offers (assuming they are fully subscribed) is to raise up to approximately $15,597,130 (before expenses) (assuming an First Offer issue price of $0.125 per Share). The proceeds of the Offers are planned to be used in accordance with the table set out below:

Proceeds of the Offers	First Offer approved	First Offer not
	by Shareholders	approved by
		Shareholders and
		only Second Offer
		proceeds1
Investment in Advent Energy2	$7,000,000	$0
Working Capital	$7,697,130	$1,676,668
Expenses of the Offers	$900,000	$123,000
Total	$15,597,1303	$1,799,669

Notes:

1 If the First Offer is not approved by Shareholders at the General Meeting, the Company will only have the capacity under its annual 15% placement capacity to issue approximately 14,397,350 Shares (assuming no Options are exercised prior to the Second Offer Closing Date) at $0.125 per Share to raise approximately $1,799,669.

2 Refer to Section 5.2 of this Prospectus below for details.

3 The closing price for Shares over the past 3 months has ranged between $0.125 and $0.175 per Share, with the 3-month average closing price for Shares as at the date of this Prospectus being $0.147. If the 5-day VWAP prior to the Issue Date is lower than $0.125, the amount raised under the First Offer will be less. If this occurs or if the Offers are not fully subscribed or the First Offer is not approved by Shareholders at the General Meeting, the Company will scale back its proposed expenditure by applying funds first towards the investment in Advent Energy and then towards working capital.

The above table is a statement of current intention as of the date of this Prospectus. As with any budget, intervening events and new circumstances have the potential to affect the ultimate way funds will be applied. The Board reserves the right to alter the way funds are applied on this basis.

5.2 Advent Energy

5.2.1 Proposed Investment

Subject to Shareholder approval (pursuant to ASX Listing Rules 10.1 and 11.1.2), the Company intends to exercise an exclusive option to invest in Advent Energy. The option gives the Company the opportunity to acquire between 9.7% and 19.4% of Advent Energy‟s share capital at $0.50 per Advent Energy share.

Assuming the First Offer is fully subscribed, the Company proposes to subscribe for up to $7 million worth of Advent Energy shares initially, whilst retaining the option to subscribe for a second tranche of $7 million at a later stage, subject to the Listing Rules.

This expansion of the Company‟s corporate activities provides Shareholders with the opportunity to diversify their investment whilst retaining their interest in the Company‟s core activities and investments.

Information relating to the potential risks of an investment in Securities are set out in detail in Section 7 of this Prospectus and investors are urged to consider those risks carefully (and if necessary, consult their professional advisers) before deciding whether to invest in the Company.

5.2.2 Background on Advent Energy

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 secured a $7 million conditional funding agreement with Talbot Group Holdings.

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 ).

5.2.3 Offshore Sydney Basin – PEP 11

Advent Energy is pursuing its option to increase its current 25% interest to an 85% interest in PEP 11. Advent Energy‟s interest in PEP 11 is held through its wholly owned subsidiary, Asset Energy.

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, 8,100km[2] permit, the Offshore Sydney Basin is a significant exploration area with large scale structuring. Estimates of the prospective recoverable resources comprised in PEP 11, adjacent to the coastline from Wollongong to Newcastle (offshore NSW), are from 1.2 Trillion cubic feet (Tcf) (P90 or „low‟) to 16.3 Tcf (P10 or „high‟) of natural gas.

Advent Energy is in discussions with possible farm-in partners.

Advent Energy has demonstrated positive indications of hydrocarbon accumulation and migration within PEP 11. Successful exploration and field development of the anticipated volumes of hydrocarbons reported could have a positive impact on New South Wales‟ and Australia‟s energy industry.

5.2.4 Exmouth sub-Basin region of the Carnarvon Basin

Advent Energy has an 8.3% interest (Permit Operator: Strike Energy 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.

5.2.5 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 250,000 square kilometres, compared to just over 20,000 square kilometres onshore.

Advent Energy holds 100% of Exploration Permit EP 386 (4,760 square kilometres in area) which covers the entire Western Australian section of the onshore Bonaparte Basin. Since 1960, twelve wells have been drilled in or near EP 386 and only sixteen in the whole of the onshore basin. Although no commercial fields have yet been discovered, six exploration wells are classified as gas discoveries. The tenements contain five sub-commercial gas fields which may be able to be advanced to commercial status with additional work, in particular the Garimala Gas Field which may have an areal extent of more than 10km[2] . Three modest gas discoveries have been made along the western edge of the onshore Bonaparte basin, in an area characterised by a structural-stratigraphic trapping and active migration known as the Waggon Creek Embayment.

5.2.6 Weaber Gas Field – Retention Lease RL-1

In the NT, Advent Energy holds 100% of Retention Lease RL-1 (166 square kilometres in area), 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.

5.2.7 Central Petroleum

Advent Energy also holds a large shareholding in an ASX-listed Australian onshore hydrocarbon explorer, Central Petroleum Ltd ( Central Petroleum ) (ASX: CTP). In December 2008, Central Petroleum announced the acquisition of a farm-in partner (PXA) by BG Group subsidiary, Queensland Gas Company ( QGC ) for over $18 million to entitle QGC to contribute to the exploration of Central Petroleum‟s permits to earn a 20% interest in those permits.

Central Petroleum holds exploration tenements that cover approximately 253,000km[2] of central Australia.

5.2.8 Independent Expert’s Report

Further detailed information regarding the proposed investment in Advent Energy and the effect of the investment on the Company is contained in the Notice of General Meeting which was announced on 23 November 2009.

5.3 Effect of the Offers

The principal effect of the Offers, assuming no Options are exercised prior to the Second Offer Closing Date and assuming the Offers are fully subscribed (with the Issue Price under the First Offer being $0.125 per Share), will be to:

(a) increase the cash reserves by $14,697,130 after deducting the expenses of the Offers) immediately after completion of the Offers;
(b) increase the number of Shares on issue from 95,982,330 Shares as at the date of this Prospectus to 220,759,359 Shares; and
(c) increase the number of Options on issue from 10,800,000 Options as at the date of this Prospectus to 138,577,029[1] Options.

1 This figure includes the 2,000,000 Options to be issued to Mr David Breeze and 1,000,000 Options to be issued to Mrs Deborah Ambrosini (both exercisable at $0.45 per Option on or before 31 December 2014), subject to Shareholder approval at the General Meeting.

5.4 Pro-Forma Consolidated Balance Sheet

The unaudited Consolidated Balance Sheet as at 11 November 2009 and the unaudited Pro-Forma Consolidated Balance Sheet as at 11 November 2009 shown below have been prepared on the basis of the accounting policies normally adopted by the Company and reflect the changes to its financial position. The first pro forma column has been prepared on the assumption that all Securities offered under the First Offer and Second Offer are issued (and no Options are exercised and no Convertible Notes converted prior to the Second Offer Closing Date), while the second pro forma column has been prepared on the assumption that the First Offer is not approved by Shareholders at the General Meeting and only 14,397,350 of the Securities offered under the Second Offer are issued.

The Balance Sheet has been prepared to provide investors with information on the Company‟s assets and liabilities and the Company‟s pro-forma assets and liabilities as noted below. The historical and pro-forma financial information is presented in an abbreviated form, insofar as it does not include all of the disclosures required by Australian Accounting Standards applicable to annual financial statements.

Consolidated Balance Sheet and Pro-forma Balance Sheet as at 30 November 2009 (unaudited)

	Unaudited	Unaudited	Unaudited
	Consolidated	Pro-forma as	Pro-forma
	Balance Sheet	at 30	as at 30
	as at 30	November	November
	November	20091, 2	20093
	2009
Assets	$	$
Current Assets
Cash	2,684,666	10,384,666	4,394,334
Trade receivables	-	-	-
Financial assets	72,879	72,879	72,879
Other debtors	61,514	61,514	61,514
Total current assets	2,819,059	10,519,059	4,528,727
Non-Current Assets
Intangibles	72,454	72,454	72,454
PPE	2,821	2,821	2,821
Investments in other entities	765,616	7,765,616	765,616
Total non-current assets	840,891	7,840,891	840,891
Total Assets	3,659,950	18,359,950	5,369,618
Liabilities
Current Liabilities
Payables	607,774	607,774	607,774
Provisions	10,496	10,496	10,496
Financial liabilities	324,763	324,763	324,763
Total current liabilities	943,033	943,033	943,033
Total Liabilities	943,033	943,033	943,033
Net Assets	2,716,917	17,416,917	4,426,585
Equity
Share capital	10,054,221	25,654,221	11,853,889
Option reserve	297,480	297,480	297,480
Retained earnings	(7,634,784)	(8,534,784)	(7, 724,784)
Total Equity	2,716,917	17,416,917	4,426,585

Notes

1: Balance sheet assumes a First Offer Issue Price of $0.125 per Share. Refer to Section 4.2 above for discussion of the potential impact if the First Offer Issue Price is less than $0.125 per Share.

2: Assumes the First Offer is approved by Shareholders at the General Meeting.

3: Assumes the First Offer is not approved by Shareholders at the General Meeting and only the Second Offer proceeds.

5.5 Effect on Capital Structure

The effect of the Offers on the capital structure of the Company, assuming all no existing Options are exercised prior to the Second Offer Closing Date, is set out below.

Shares	Number
Shares currently on issue	95,982,330
Shares issued pursuant to the First Offer1	95,982,330
Shares issued pursuant to the Second Offer2	28,794,699
Total Shares on issue after completion of the Offers3	220,759,359
Options	Number
Unlisted Options exercisable at $0.15 each on or before 31 December	6,000,000
2010.
Unlisted Options issued under the employee Share Option scheme,	500,000
exercisable the average market price determined 5 days prior to
exercise on or before 17 November 2011.
Unlisted Options issued under the employee Share Option scheme,	500,000
exercisable the average market price determined 5 days prior to
exercise on or before 29 April 2013.
Unlisted Options issued under the employee Share Option scheme,	2,650,000
exercisable at $0.15 each on or before 30 June 2013.
Unlisted Options issued under the employee Share Option scheme,	1,000,000
exercisable at $0.15 each on or before 16 December 2013.
Unlisted Options issued under the employee Share Option scheme,	150,000
exercisable at $0.30 each on or before 30 September 2013.
Listed Options issued pursuant to the First Offer, exercisable at $0.20	95,982,330
each on or before 31 May 2010.1
Listed Options issued pursuant to the Second Offer, exercisable at $0.20	28,794,699
each on or before 31 May 2010.4
Unlisted Director Options issued to David Breeze and Deborah	3,000,000
Ambrosini, exerciseable at $0.45 each on or before 31 December
2014.1
Total Options on issue after completion of the Offers5	138,577,029

Notes:

1 Subject to Shareholder approval at the General Meeting.

2 Assumes Shareholder approval to the First Offer is obtained at the General Meeting. If the First Offer is not approved by Shareholders at the General Meeting, the Company will only have the capacity under its annual 15% placement capacity to issue approximately 14,397,350 Shares (assuming no Options are exercised prior to the Second Offer Closing Date).

3 If the First Offer is not approved by Shareholders at the General Meeting and the Company only issues 14,397,350 Shares (refer to Note 2 above), the total Shares on issue after completion of the Second Offer will be 124,777,029.

4 Assumes the First Offer is approved by Shareholders at the General Meeting. If the First Offer is not approved by Shareholders at the General Meeting and the Company only issues 14,397,350 Shares (refer to Note 2 above), the total Options to be issued free attaching under the Second Offer will be 14,397,350.

5 If the First Offer is not approved by Shareholders at the General Meeting and the Company only issues 14,397,350 Shares (refer to Note 2 above), the total Options on issue after completion of the Second Offer will be 56,992,049 (assuming Shareholders approve the proposed issue of 3 million Director Options to David Breeze and Deborah Ambrosini).

6. RIGHTS AND LIABILITIES ATTACHING TO SECURITIES

6.1 Shares

The following is a summary of the more significant rights and liabilities attaching to Shares to be issued pursuant to this Prospectus. This summary is not exhaustive and does not constitute a definitive statement of the rights and liabilities of Shareholders. To obtain such a statement, persons should seek independent legal advice.

Full details of the rights and liabilities attaching to Shares are set out in the Constitution, a copy of which is available for inspection at the Company‟s registered office during normal business hours.

6.1.1 General Meetings

The ASX and each Shareholder and Director is entitled to receive notice of, and to attend, any general meeting of the Company. Two Shareholders must be present to constitute a quorum for a general meeting and no business may be transacted at any meeting except the election of a chairman and an adjournment, unless the quorum required is present at the start of the business. The Company is obliged to convene and hold an annual general meeting.

Shareholders may requisition meetings in accordance with section 249D of the Corporations Act and the Constitution of the Company.

6.1.2 Voting Rights

Subject to restrictions on voting from time to time affecting any class of shares in the Company, and any restrictions imposed by the Corporations Act, the shares in the Company carry the right to cast one vote on a show of hands and, on a poll, one vote for each fully paid share held, and for each partly paid share held, a vote having the same proportionate value as the proportion to which the shares have been paid up. Voting may be in person or by proxy, attorney or representative.

6.1.3 Dividend Rights

If the Board determines that a dividend is payable, it will be paid on all shares proportionate to the total amount for the time being paid or credited as paid on each share. Such dividend payment is subject to the rights and restrictions on the holders of shares created or raised under any special dividend arrangements.

The Board may establish and maintain one or more dividend plans, to which Shareholders may elect to take up with some or all their shares subject to the rules of the plan.

The Board has the power to decide whether to pay shareholders an interim dividend on account of the next forthcoming dividend. Any distribution may be paid otherwise than in cash as specified in the constitution.

No dividend is payable except out of Company profits and no dividend or other moneys paid in relation to a share will carry interest as against the Company.

6.1.4 Winding-Up

If the Company is wound up, whether voluntary or otherwise, the liquidator may divide among all or any of the contributories as the liquidator thinks fit in specie or in kind any part of the assets of the Company, and may vest any part of the assets of the Company in trustees upon any trusts for the benefit of all or any of the contributories as the liquidator thinks fit.

Subject to the rights of members (if any) with special rights on a winding up, all moneys and property that are to be distributed among members on a winding up, shall be so distributed in proportion to the shares held by them respectively, irrespective of the amount paid up or credited as paid up on those shares.

6.1.5 Transfer of Shares

Shares may be transferred in any manner required or permitted by the ASX Listing Rules or the ASTC Settlement Rules and by any instrument in writing in any usual or common form or in any other form that the Board approves. The Board may only refuse to register a transfer of securities of the Company as permitted by the ASX Listing Rules or the ASTC Settlement Rules.

6.1.6 Future Increase in Capital

The allotment and issue of any new Shares is under the control of the Directors of the Company. Subject to restrictions on the issue or grant of securities contained in the ASX Listing Rules, the Constitution and the Corporations Act (and without affecting any special right previously conferred on the holder of an existing share or class of shares), the Directors may issue Shares as they shall, in their absolute discretion, determine.

6.1.7 Variation of Rights

Under section 246B of the Corporations Act, the Company may, with the sanction of a special resolution passed at a meeting of Shareholders vary or abrogate the rights attaching to Shares.

The rights and restrictions attaching to any class of shares (unless provided by the terms of issue of the shares of that class), can only be varied with the consent in writing of Shareholders with at least three-quarters of the votes in that class, or with the sanction of a special resolution passed at a separate meeting of the holders of shares of that class.

6.2 Options

The Options entitle the holder to subscribe for Shares on the following terms and conditions:

(a) Each Option gives the Optionholder the right to subscribe for one Share. To obtain the right given by each Option, the Optionholder must exercise the Options in accordance with the terms and conditions of the Options;
(b) The Options will expire at 5:00 pm (WST) on 31 May 2010 ( Expiry Date ). Any Option not exercised before the Expiry Date will automatically lapse on the Expiry Date;
(c) The amount payable upon exercise of each Option will be $0.20 ( Exercise Price );

(d) The Options held by each Optionholder may be exercised in whole or in part, and if exercised in part, multiples of 1,000 must be exercised on each occasion;
(e) An Optionholder may exercise their Options by lodging with the Company, before the Expiry Date:
(i) a written notice of exercise of Options specifying the number of Options being exercised; and
(ii) a cheque or electronic funds transfer for the Exercise Price for the number of Options being exercised, ( Exercise Notice );
(f) An Exercise Notice is only effective when the Company has received the full amount of the Exercise Price in cleared funds;
(g) Within 10 Business Days of receipt of the Exercise Notice accompanied by the Exercise Price, the Company will allot the number of Shares required under these terms and conditions in respect of the number of Options specified in the Exercise Notice;
(h) The Options are transferable;
(i) All Shares allotted upon the exercise of Options will upon allotment rank pari passu in all respects with other Shares;
(j) The Company will apply for quotation of the Options on ASX and will also apply for quotation of all Shares allotted pursuant to the exercise of Options on ASX within 10 Business Days after the date of allotment of those Shares;
(k) If at any time the issued capital of the Company is reconstructed, all rights of an Optionholder are to be changed in a manner consistent with the Corporations Act and the ASX Listing Rules at the time of the reconstruction;
(l) There are no participating rights or entitlements inherent in the Options and Optionholders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Options. However, the Company will ensure that for the purposes of determining entitlements to any such issue, the record date will be at least 7 Business Days after the issue is announced. This will give Optionholders the opportunity to exercise their Options prior to the date for determining entitlements to participate in any such issue;
(m) In the event the Company proceeds with a pro rata issue (except a bonus issue) of securities to Shareholders after the date of issue of the Options, the exercise price of the Options will be reduced in accordance with the formula set out in ASX Listing Rule 6.22.2; and
(n) In the event the Company proceeds with a bonus issue of securities to Shareholders after the date of issues of the Options, the number of securities over which an Option is exercisable may be increased by the number of securities which the Optionholder would have received if the Option had been exercised before the record date for the bonus issue.

7. RISK FACTORS

7.1 General

An investment in the Company is not risk free and prospective new investors should consider the risk factors described below, together with information contained elsewhere in this Prospectus, before deciding whether to apply for Securities.

The following is not intended to be an exhaustive list of the risk factors to which the Company is exposed.

7.2 Economic risks

General economic conditions, movements in interest and inflation rates and currency exchange rates may have an adverse effect on the Company‟s development and production activities, as well as on its ability to fund those activities.

7.3 Market conditions

The market price of the Company‟s Securities can fall as well as rise and may be subject to varied and unpredictable influences on the market for equities in biomedical development stocks in particular.

Accordingly, investors should recognise that the price of the Shares may fall as well as rise. In particular, the trading price of Shares at any given time may be higher or lower than the price paid under the Offers. Neither the Company nor the Directors warrant the future performance of the Company or any return on the Company‟s Securities.

7.4 Additional requirements for capital

The Company‟s capital requirements depend on numerous factors. Depending on its ability to generate income from its investments, the Company may require further financing in addition to amounts raised in the Offers. Any additional equity financing will dilute shareholdings, and debt financing, if available, may involve restrictions on financing and operating activities. If the Company is unable to obtain additional financing as needed it may be required to reduce the scope of its operations and reduce its research and development programmes as the case may be.

7.5 First Offer Issue Price and Second Offer capital raising

The Issue Price (being the price at which the First Offer Securities will be issued) is unknown as at the date of this Prospectus. The Company proposes to seek Shareholder approval at the General Meeting to the issue of the First Offer Shares at the lower of $0.125 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 (coupled with the fact that the First Offer is only partially underwritten and the Second Offer is not underwritten at all), there is no certainty that the Company will raise sufficient funds to carry out its stated objectives in the manner proposed and, accordingly, may have to scale back its proposed expenditure (including in relation to the proposed significant new investment in Advent Energy, described in Section 5.2 of this Prospectus). In addition, because the Company proposes to issue Securities under the Second Offer on the basis of the post-First Offer expanded capital, if Shareholder approval is not obtained at the General Meeting, the number of Securities which the Company will be entitled to issue under its 15% annual placement capacity pursuant to the Second Offer will be significantly lower than currently proposed

and accordingly, the Company may not be able to raise as much money as is required to carry out its objectives.

7.6 Significant new investment:

Risks associated with the Company‟s proposed investment in Advent Energy include:

(a) Illiquid investment : as Advent Energy 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;
(b) No controlling interest : the interest acquired in Advent Energy (being between 9.7% and 19.4% (subject to the Listing Rules)) will not be a controlling interest and accordingly the Company will not have the capacity to determine the outcome of decisions about Advent Energy‟s financial and operating policies.
(c) Dilution and depletion of cash reserves: the issue of Securities pursuant to this Prospectus to fund the Company‟s proposed investment in Advent Energy will have the effect of diluting Shareholders‟ interests. In addition, the Company‟s available cash reserves will be significantly reduced.
(d) Oil and gas industry risks

Advent Energy is an oil and gas exploration company. The following risk factors affecting Advent Energy are, if realised, likely to have a consequential impact on the value of the Company‟s investment in Advent Energy.

Conditional Funding Agreement with Talbot Group Holdings

If any of the conditions to funding stipulated in Advent Energy‟s conditional funding arrangement with Talbot Group Holdings cannot be satisfied, Advent Energy may not have sufficient funding to pursue its exploration activities. Advent Energy‟s ability to obtain funding will depend upon a number of factors, including the extent of its ability to generate income from activities which it cannot forecast with any certainty.

Any additional equity financing by Advent Energy following the Company‟s acquisition of an interest in Advent Energy will be dilutive to the Company‟s shareholding in Advent Energy, and debt financing, if available to Advent Energy, may involve restrictions on financing and operating activities. If Advent Energy is unable to obtain additional financing as needed, it may not be able to take advantage of opportunities or develop projects. Further, it may be required to reduce the scope of its operations or anticipated expansion and it may affect Advent Energy's ability to continue as a going concern.

Exploration and Development Risks

The business of oil and gas exploration, project development and production, by its nature, contains elements of significant risk with no guarantee of success. Ultimate and continuous success of these activities is dependent on many factors such as:

(i) the discovery and/or acquisition of economically recoverable reserves;
(ii) access to adequate capital for project development;
(iii) design and construction of efficient development and production infrastructure within capital expenditure budgets;
(iv) securing and maintaining title to interests;
(v) obtaining consents and approvals necessary for the conduct of oil and gas exploration, development and production;
(vi) access to competent operational management and prudent financial administration, including the availability and reliability of appropriately skilled and experienced employees, contractors and consultants.

Whether or not income will result from projects undergoing exploration and development programs depends on successful exploration and establishment of production facilities. Factors including costs, actual hydrocarbons and formations, flow consistency and reliability and commodity prices affect successful project development and operations.

Drilling activities carry risk as such activities may be curtailed, delayed or cancelled as a result of weather conditions, mechanical difficulties, shortages or delays in the delivery of drill rigs or other equipment. In addition, drilling and operations include reservoir risk such as the presence of shale laminations in the otherwise homogeneous sandstone porosity.

Industry operating risks include fire, explosions, unanticipated reservoir problems which may affect field production performance, industrial disputes, unexpected shortages or increases in the costs of consumables, spare parts, plant and equipment, mechanical failure or breakdown, blow outs, pipe failures and environmental hazards such as accidental spills or leakage of liquids, gas leaks, ruptures, discharges of toxic gases or geological uncertainty (such as lack of sufficient subsurface data from correlative well logs and/or formation core analyses. The occurrence of any of these risks could result in legal proceedings against Advent Energy and substantial losses to Advent Energy due to injury or loss of life, damage to or destruction of property, natural resources or equipment, pollution or other environmental damage, cleanup responsibilities, regulatory investigation, and penalties or suspension of operations. Damage occurring to third parties as a result of such risks may give rise to claims against Advent Energy.

There is no assurance that any exploration by Advent Energy on current or future interests will result in the discovery of an economic deposit of oil or gas. Even if an apparently viable deposit is identified, there is no guarantee that it can be economically developed.

Exploration and Production Licences

Advent Energy‟s exploration, production and processing activities are dependent upon the grant of appropriate licences, concessions, leases, permits and regulatory consents, which may be withdrawn or made subject to limitations. There is no guarantee that, upon completion of any exploration, a production licence will be granted with respect to exploration territory. There can also be no assurance that any exploration licence will be renewed or if so, on what terms.

These licences place a range of past, current and future obligations on Advent Energy. In some cases there could be adverse consequences for breach of these obligations, ranging from penalties to, in extreme cases, suspension or termination of the relevant licence or related contract. These may then affect the Company‟s shareholding in Advent Energy.

Expansion Targets and Operational Delays

There can be no assurance that Advent Energy will be able to complete any development of its properties on time or to budget, or that the current personnel, systems, procedures and controls will be adequate to support Advent Energy‟s operations. Any failure of management to identify problems at an early stage could have an adverse impact on the Advent Energy‟s financial performance.

Resources, Reserves and Production

The figures for oil & gas reserves and resources presented in this Prospectus are estimates and no assurance can be given that the anticipated tonnages will be achieved or that the indicated level of recovery will be realised. Market fluctuations in the price of oil & gas may render oil & gas reserves and resources uneconomical. Moreover, short-term operating factors relating to oil & gas reserves and resources, such as the need for orderly development of an oil & gas reservoir may cause an oil & gas operation to be unprofitable in any particular accounting period.

Limited Operating History

Advent Energy may not have properties producing positive cash flow and its ultimate success may depend on its ability to generate cash flow from active oil & gas operations in the future and its ability to access equity markets for its development requirements. Advent Energy has not earned profits to date and there is no assurance that it will do so in the future. A portion of Advent Energy‟s activities will be directed to the search for and the development of new oil & gas deposits. Significant capital investment will be required to achieve commercial production from Advent Energy‟s existing projects and from successful exploration efforts. There is no assurance that Advent Energy will be able to raise the required funds to continue these activities.

Additional Financing

Advent Energy is required to fund its share of approved exploration expenditure on certain of the properties on which it has exploration rights, failing which Advent Energy‟s exploration rights in the relevant property may be either reduced or forfeited. Advent Energy may acquire exploration rights in other exploration properties which may require acquisition payments to be made and exploration expenditures to be incurred. The only sources of funding currently available to Advent Energy are through the issue of additional equity capital, project finance or borrowing. There is no assurance that Advent Energy will be successful in raising sufficient funds to commence drilling or production operations or to meet its obligations with respect to the exploration properties in which it has or may acquire exploration rights. The Directors currently believe that Advent Energy‟s working capital (assuming subscription in full) will be sufficient to fund operations through and Advent Energy will have to seek additional financing for operations after such date.

Regulatory Approvals

The operations of Advent Energy and the exploration agreements which it has entered into require approvals, licences and permits from various regulatory authorities, governmental and otherwise (including project specific governmental decrees). The Directors believe that Advent Energy holds or will obtain all necessary approvals, licences and permits under applicable laws and regulations in respect of its main projects and believes it is presently complying in all material respects with the terms of such approvals, licences and permits. However, such approvals, licences and permits are subject to change in various circumstances and further project specific governmental decrees and/or legislative enactments may be required. There can be no guarantee that Advent Energy will be able to obtain or maintain all necessary approvals, licences and permits that may be required and/or that all project specific governmental decrees and/or required legislative enactments will be forthcoming to explore for oil & gas and develop the properties on which it has exploration rights, commence construction or operation of production facilities or to maintain continued operations that economically justify the costs involved.

Environmental Factors

Advent Energy‟s operations are subject to environmental regulation (including regular environmental impact assessments and the requirement to obtain and maintain certain permits) in all the jurisdictions in which it operates. Such regulation covers a wide variety of matters, including, without limitation, prevention of waste, pollution and protection of the environment, labour regulations and health and safety. Advent Energy may also be subject under such regulations to clean-up costs and liability for toxic or hazardous substances which may exist on or under any of its properties or which may be produced as a result of its operations. Environmental legislation and permitting requirements are likely to evolve in a manner which will require stricter standards and enforcement, increased fines and penalties for noncompliance, more stringent environmental assessments of proposed projects and a heightened degree of responsibility for companies and their directors and employees.

Competition

The oil & gas exploration and production business is competitive in all of its phases. Advent Energy competes with numerous other companies and individuals, including competitors with greater financial, technical and other resources than Advent Energy, in the search for and acquisition of exploration and development rights on attractive oil & gas properties. Advent Energy‟s ability to acquire exploration and development rights on properties in the future will depend not only on its ability to develop the properties on which it currently has exploration and development rights, but also on its ability to select and acquire exploration and development rights on suitable properties for exploration and development. There is no assurance that Advent Energy will continue to be able to compete successfully with its competitors in acquiring exploration and development rights on such properties.

Currency Risk

Currency fluctuations may affect the cash flow that Advent Energy hopes to realise from its operations, as oil & gas are sold and traded on the world markets in United States dollars. Advent Energy‟s costs are incurred primarily in Australian dollars.

Uninsured Risks

Advent Energy, as a participant in exploration and mining programmes, may become subject to liability for hazards that cannot be insured against or against which it may elect not to be so insured because of high premium costs. Advent Energy may incur a liability to third parties (in excess of any insurance cover) arising from pollution or other damage or injury.

Areas of Investment Risk

It is the intention of Advent Energy‟s Directors to seek a listing of Advent Energy‟s shares on an international financial exchange towards the end of 2010 as appropriate, however there is no guarantee that this will occur (either in 2010 or at all). The share prices of publicly quoted companies can be volatile. The price of shares is dependent upon a number of factors some of which are general or market or sector specific and others that are specific to Advent Energy.

Although Advent Energy‟s shares are intended to be traded on a securities exchange, this should not be taken as implying that Advent will be successful in being admitted to the Official List of the ASX or that there will always be a liquid market in its securities. In addition, the market for shares in smaller public companies is less liquid than for larger public companies. Therefore an investment in Advent Energy‟s shares may be difficult to realise and the share price may be subject to greater fluctuations than might otherwise be the case. An investment in shares quoted on a particular exchange may carry a higher risk than an investment in shares quoted on other securities exchanges. Any exchange‟s future success and liquidity in the market for Advent Energy‟s shares cannot be guaranteed. The value of Advent Energy‟s shares may be volatile and may go down as well as up and the Company may therefore not recover their original investment.

The market price of Advent Energy‟s shares may not reflect the underlying value of Advent Energy's net assets. The price at which the Company may dispose of their Securities may be influenced by a number of factors, some of which may pertain to Advent Energy and others of which are extraneous. On any disposal of their shares the Company may realise less than the original amount invested.

Market Perception

Market perception of small oil & gas exploration companies may change which could impact on the value of the Company‟s holdings and impact on the ability of Advent Energy to raise further funds by issue of further shares in Advent Energy.

Oil and Gas Price Volatility

The demand for, and price of, oil and natural gas is highly dependent on a variety of factors, including international supply and demand, the level of consumer product demand, weather conditions, the price and availability of alternative fuels, actions taken by governments and international cartels, and global economic and political developments.

International oil and gas prices have fluctuated widely in recent years and may continue to fluctuate significantly in the future. 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 Energy's business, financial condition and results of operations.

7.7 Research and development

The Company can make no representations that any of the Company‟s research and development will be successful, that the Company‟s development milestones will be achieved or that it will develop products that are commercially exploitable. There are many risks inherent in the development of biotechnology products, particularly where these are in an early stage of development.

Projects can be delayed or fail, or research may cease to be viable for a range of unexpected scientific and commercial reasons.

7.8 Regulatory issues & government

Products derived from the Company‟s research, development or acquisition may be subject to numerous government regulatory approvals and controls throughout the world and these will affect both the timing and the cost of bringing these products to the market. Delays or failures in obtaining regulatory approval for a product would be likely to have a serious adverse effect on the value of the Company and have a consequent impact on the Company‟s financial performance.

The Company‟s operations are also subject to laws, regulatory restrictions and certain government directives, recommendations and guidelines relating to, amongst other things, occupational safety, laboratory practice, the use and handling of hazardous materials, prevention of illness and injury and environmental protection. There can be no assurance that future legislation will not impose further government regulation, which may adversely affect the Company‟s business or financial condition.

7.9 Intellectual property rights

Securing rights to intellectual property, and in particular to patents, is an integral part of securing potential product value in the outcomes of pharmaceutical and biomedical research and development. Competition in retaining and sustaining protection of intellectual property and the complex nature of intellectual property can lead to expensive and lengthy patent disputes for which there can be no guaranteed outcome. The granting of a patent does not guarantee that the rights of others are not infringed or that competitors will not develop competing intellectual property that circumvents such patents.

The Company‟s 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 that 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. While the Company has indicated is not aware of any third party interests in its intellectual property rights and has taken steps to protect and confirm its interest in these rights, there is always a risk of third parties claiming involvement in technological and medical discoveries and if any such disputes arise, they could adversely affect the Company.

7.10 Key personnel and qualified staff

The Company is dependent on its management, the loss of whose services could materially and adversely affect the Company and impede the achievements of its research and development objectives. Because of the specialised nature of the Company‟s business, its ability to commercialise its products and maintain its research programme will depend in part upon its ability to attract and retain suitably qualified management, scientists and research people over time. There can be no assurance that the Company will be able to attract or retain sufficiently qualified personnel on a timely basis, retain its key scientific and management personnel, or maintain its relationship with key scientific organisations.

7.11 Risk of product liability & uninsured risks

The Company‟s business exposes it to potential product liability risks that are inherent in the research and development, manufacturing, marketing and use of its products. It will be necessary for the Company to secure sufficient levels of insurance to cover various product liability risks in the course of maintaining its business. However, there can be no assurance that adequate or necessary insurance coverage will be available at an acceptable cost or in sufficient amounts, if at all, or that product liability or other claims would not materially and adversely affect the Company‟s business or financial condition.

7.12 Uncertainty of future profitability

The Company‟s ability to operate profitably in the future will depend on its ability to commercialise its products with other organisations on commercial terms for onward sale to customers. This will depend on the ultimate demand for its products by consumers, which cannot be guaranteed. There is no certainty therefore that the Company can successfully commercialise its projects.

Other factors that will determine the Company‟s profitability are its ability to manage its costs, to execute its development and growth strategies, economic conditions in the markets the Company operates, competitive factors and regulatory developments. Accordingly, the extent of future profits, if any, and the time required to achieve a sustained profitability is uncertain. Moreover, the level of such profitability cannot be predicted.

7.13 Industry risks

The Company‟s current and future potential competitors include companies with substantially greater resources than it. There is no assurance that competitors will not succeed in developing products that are more effective or economic than the current products or any of those being developed by the Company or which would render the products obsolete and/or otherwise uncompetitive. In addition, the Company may not be able to compete successfully against current or future competitors where aggressive pricing policies are employed to capture market share. Such competition could result in price reductions, reduced gross margins and loss of market share, any of which could materially adversely affect the Company‟s future business, operating results and financial position.

7.14 Potential acquisitions

As part of its business strategy, the Company may make acquisitions of or significant investments in complementary companies, products or technologies.

Any such future transactions would be accompanied by the risks commonly encountered in making acquisitions of companies, products and technologies.

7.15 Speculative investment

The above list of risk factors ought not to be taken as exhaustive of the risks faced by the Company or by the Company shareholders. The above factors, and others not specifically referred to above, may in the future materially affect the Company‟s financial performance and the value of its Securities. Therefore, the Company Shares carry no guarantee with respect to the payment of dividends, returns of capital or the market value of those Securities.

8. ADDITIONAL INFORMATION

8.1 Continuous Disclosure Obligations

The Company is a “disclosing entity” (as defined in section 111AC of the Corporations Act) for the purposes of section 713 of the Corporations Act and, as such, is subject to regular reporting and disclosure obligations. Specifically, like all listed companies, the Company is required to continuously disclose any information it has to the market which a reasonable person would expect to have a material effect on the price or the value of the Company‟s Securities.

This Prospectus is a “transaction specific prospectus”. In general terms a “transaction specific prospectus” is only required to contain information in relation to the effect of the issue of Securities on the Company and the rights attaching to the Securities. It is not necessary to include general information in relation to all of the assets and liabilities, financial position, profits and losses or prospects of the issuing company.

This Prospectus is intended to be read in conjunction with the publicly available information in relation to the Company which has been notified to ASX and does not include all of the information that would be included in a prospectus for an initial public offering of securities in an entity that is not already listed on a stock exchange. Investors should therefore have regard to the other publicly available information in relation to the Company before making a decision whether or not to invest.

Having taken such precautions and having made such enquires as are reasonable, the Company believes that it has complied with the general and specific requirements of ASX as applicable from time to time throughout the 3 months before the issue of this Prospectus which required the Company to notify ASX of information about specified events or matters as they arise for the purpose of ASX making that information available to the stock market conducted by ASX.

Information that is already in the public domain has not been reported in this Prospectus other than that which is considered necessary to make this Prospectus complete.

The Company, as a disclosing entity under the Corporations Act states that:

(a) it is subject to regular reporting and disclosure obligations;
(b) copies of documents lodged with the ASIC in relation to the Company (not being documents referred to in section 1274(2)(a) of the Corporations Act) may be obtained from, or inspected at, the offices of the ASIC; and
(c) it will provide a copy of each of the following documents, free of charge, to any person on request between the date of issue of this Prospectus and the Closing Date:
(i) the annual financial report most recently lodged by the Company with the ASIC;
(ii) any half-year financial report lodged by the Company with the ASIC after the lodgement of the annual financial report referred to in (i) and before the lodgement of this Prospectus with the ASIC; and

(iii)

any continuous disclosure documents given by the Company to ASX in accordance with the ASX Listing Rules as referred to in section 674(1) of the Corporations Act after the lodgement of the annual financial report referred to in (i) and before the lodgement of this Prospectus with the ASIC.

Copies of all documents lodged with the ASIC in relation to the Company can be inspected at the registered office of the Company during normal office hours.

Details of documents lodged with ASX since the date of lodgement of the Company‟s latest annual financial report and before the lodgement of this Prospectus with the ASIC are set out in the table below.

Date	Description of Announcement
15/12/2009	Cortical Dynamics Successfully Completes NHMRC Grant
03/12/2009	BioPharmica Limited Completes Capital Raising
30/11/2009	Amended Indicative Timetable
25/11/2009	BioPharmica General Meeting – Amended Indicative Timetable
23/11/2009	Notice of Annual General Meeting/Proxy Form
23/11/2009	Notice of General Meeting/Proxy Form
23/11/2009	Extension of Time to Hold 2009 Annual General Meeting
20/11/2009	HLS5 Presentation 51stASH Annual Meeting
13/11/2009	NHMRC $608,500 Grant for HLS5
10/11/2009	BioPharmica Ltd – 2009 Annual General Meeting Update
13/10/2009	Appendix 4C - quarterly
12/10/2009	Appendix 3B
02/10/2009	Molecular Discovery Systems Spin Off and IPO
30/09/2009	Annual Report to Shareholders

ASX maintains files containing publicly available information for all listed companies. The Company‟s file is available for inspection at ASX during normal office hours.

8.2 Material Contracts

The following is a summary of the significant terms of the material agreements which relate to the business of the Company.

8.2.1 Intellectual Property Sale Agreement

The Company and MDSystems have entered into an Intellectual Property Sale Agreement ( Agreement ) by which MDSystems agrees to acquire all of the Company‟s intellectual property assets relating to research and technology for tumour suppressor gene HLS5 ( Intellectual Property ). The Intellectual Property was developed through a Collaborative Research & Technology Farmin Agreement ( CRT Agreement ) between the Company and the University of Western Australia ( UWA ) dated 15 March 2004.

The Company recently acquired all of the Intellectual Property developed through the CRT Agreement via a separate Deed of Acknowledgment, Release and Assignment ( Deed ) between the Company and UWA dated 7 August 2009.

In consideration for the transfer of all the rights, title and interest in the Intellectual Property to MDSystems under the Agreement, the Company will receive as consideration, 47,991,165 shares in MDSystems.

MDSystems agrees to indemnify the Company against all outstanding payments owing to the UWA, as part of the Deed, which includes but is not limited to, a 5% royalty fee owing to UWA in relation to commercialisation of the Intellectual Property.

The Agreement is conditional upon, but is not limited to, the Company receiving Shareholder approval for the Equal Reduction of Capital at the General Meeting.

8.2.2 Underwriting Agreement

Pursuant to an Underwriting Agreement between the Company and Grandbridge Securities ( Underwriter ) (an entity controlled by Grandbridge Limited which is a company in which Director Mr David Breeze has a 100% relevant interest), the Underwriter agrees to partially underwrite the First Offer up to a maximum of 24 million Shares ( Underwritten Shares ) ( Underwriting Agreement ). The Underwriter‟s obligations under the Underwriting Agreement are subject to Shareholder approval at the General Meeting and the Underwriter procuring such persons to sub-underwrite the subscription for the Underwritten Shares as it deems fit. MEC, an entity which BioPharmica Directors, Messrs David Breeze and Hock Goh, are also directors of, has agreed, subject to Shareholder approval at the General Meeting, to sub-underwrite the Underwritten Shares.

The Company agrees to pay the Underwriter a commission calculated as 5% of the total funds raised under the First Offer ( Underwritten Amount ) plus an issue management fee of 1% of the Underwritten Amount as consideration for its services in managing the issue of Securities under this Prospectus.

The Underwriter‟s obligation to underwrite the First Offer is subject to certain events of termination. The Underwriter may terminate its obligations under the Underwriting Agreement on the occurrence of specified events including:

(a) ( Restriction on allotment ): the Company is prevented from allotting the Securities within the time required by the Underwriting Agreement, the Corporations Act, the Listing Rules, any statute, regulation or order of a court of competent jurisdiction by ASIC, ASX or any court of competent jurisdiction or any governmental or semi governmental agency or authority;
(b) ( Hostilities ): there is an outbreak of hostilities or a material escalation of hostilities (whether or not war has been declared) after the date of the Underwriting Agreement involving one or more of Australia, New Zealand, Japan, Russia, the United Kingdom, the United States of America, the People‟s Republic of China, or any member of the European Union, or a terrorist act is perpetrated on any of those countries or any diplomatic, military, commercial or political establishment of any of those countries anywhere in the world;
(c) ( Indictable offence ): a director or senior manager of the Company or any of its subsidiaries is charged with an indictable offence;

(d)

( Termination Events ): the occurrence of any termination events including:

(i) ( Default ): default or breach by the Company under the Underwriting Agreement of any terms, condition, covenant or undertaking;
(ii) ( Incorrect or untrue representation ): any representation, warranty or undertaking given by the Company in the Underwriting Agreement is or becomes untrue or incorrect;
(iii) ( Contravention of constitution or Act ): a contravention by the Company and any subsidiary of any provision of its constitution, the Corporations Act, the Listing Rules or any other applicable legislation or any policy or requirement of ASIC or ASX;
(iv) ( Adverse change ): an event occurs which gives rise to a material adverse effect or any adverse change or any development including a prospective adverse change after the date of the Underwriting Agreement the assets, liabilities, financial position, trading results, profits, forecasts, losses, prospects, business or operations of the Company or its subsidiaries, including, without limitation, if any forecast in the Prospectus becomes incapable of being met or in the Underwriter‟s reasonable opinion, unlikely to be met in the projected time;
(v) ( Public statements ): without the prior approval of the Underwriter a public statement is made by the Company in relation to the First Offer or the Prospectus other than in accordance with the Underwriting Agreement;
(vi) ( Misleading information ): any information supplied at any time by the Company or any person on its behalf to the Underwriter in respect of any aspect of the First Offer or the Issue or the affairs of the Company or any of its subsidiaries is or becomes misleading or deceptive or likely to mislead or deceive;
(vii) ( Official Quotation qualified ): the Company does not receive unconditional approval from ASX for all the First Offer Securities to be officially quoted;
(viii) ( Change in Act or policy ): there is introduced, or there is a public announcement of a proposal to introduce, into the Parliament of Australia or any of its States or Territories any Act or prospective Act or budget or the Reserve Bank of Australia or any Commonwealth or State authority adopts or announces a proposal to adopt any new, or any major change in, existing, monetary, taxation, exchange or fiscal policy;
(ix) ( Prescribed Occurrence ): a Prescribed Occurrence (as defined in the Underwriting Agreement, being a number of events relating to the restructuring of the Company‟s issued capital and events of insolvency) occurs;
(x) ( Suspension of debt payments ): the Company suspends payment of its debts generally;

(xi) ( Event of Insolvency ): an event of insolvency occurs in respect the Company or any of its subsidiaries;
(xii) ( Judgment against the Company or any of its subsidiaries ): a judgment in an amount exceeding $500,000 is obtained against the Company or any of its subsidiaries and is not set aside or satisfied within 7 days;
(xiii) ( Litigation ): litigation, arbitration, administrative or industrial proceedings are commenced or threatened against the Company or its subsidiaries, other than any claims foreshadowed in this Prospectus and any Supplementary Prospectus;
(xiv) ( Board and senior management composition ): there is a change in the composition of the Company‟s Board or a change in the Company‟s senior management before completion of the First Offer without the Underwriter‟s prior written consent;
(xv) ( Change in shareholdings ): there is a material change in the major or controlling shareholdings of the Company or any of its subsidiaries or a takeover offer or scheme arrangement pursuant to Chapters 5 or 6 of the Corporations Act is publicly announced in relation to the Company or any of its subsidiaries;
(xvi) ( Force Majeure ): a force majeure event occurs affecting the Company's business or any obligation under the Underwriting Agreement lasting in excess of 7 days;
(xvii) ( Certain resolutions passed ): the Company or any of its subsidiaries passes or takes any steps to pass a resolution under section 254N, section 257A or section 260B of the Corporations Act or a resolution to amend its constitution without the Underwriter‟s prior written consent;
(xviii) ( Capital Structure ): the Company or any of its subsidiaries alters its capital structure in any manner not contemplated by this Prospectus;
(xix) ( Investigation ): any person is appointed under any legislation in respect of the companies to investigate the Company‟s affairs;
(xx) ( Sub-underwriters ): any of the sub-underwriters to the First Offer that are introduced by the Company do not comply with their obligations under the sub-underwriting agreements or threaten to not comply with their respective obligations under the subunderwriting agreements; or
(xxi) ( Market Conditions ): a suspension or material limitation in trading generally on ASX occurs or any material adverse change or disruption occurs in the existing financial markets, political or economic conditions of Australia, Japan, the United Kingdom, the United States of America or other international financial markets.

The Company also provides a number of indemnities, representations and warranties to the Underwriter under the Underwriting Agreement that are considered standard for an underwriting agreement.

8.3 Disclosure of Underwriting on Voting Power

As set out above, the First Offer is partially underwritten by the Underwriter. MEC has agreed to fully sub-underwrite the Underwriter‟s underwriting commitment (being a minimum of 23.2 million Shares and a maximum of 24 million Shares). The potential maximum increase in MEC‟s shareholding and voting power as a result of the underwriting is:

(a) (assuming a Shortfall of at least 23.2 million Shares): 19.46%; and
(b) (assuming a Shortfall of at least 24 million Shares): 20%,

assuming no existing Options are exercised and assuming Shareholders approve the First Offer at the General Meeting. If the Shortfall is less than MEC‟s subunderwriting commitment of between 23.2 million and 24 million Shares), MEC‟s sub-underwriting obligation, and therefore MEC‟s voting power, will reduce by a corresponding amount for the amount of Securities taken up by other investors.

8.4 Directors’ Interests

Other than as set out below or elsewhere in this Prospectus, no Director nor any firm in which such a Director is a partner, has or had within 2 years before the lodgement of this Prospectus with the ASIC, any interest in:

(a) the formation or promotion of the Company;
(b) property acquired or proposed to be acquired by the Company in connection with its formation or promotion or the Offers pursuant to this Prospectus; or
(c) the Offers,

and no amounts have been paid or agreed to be paid (in cash or Shares or otherwise) to any Director or to any firm in which any such Director is a partner or director, either to induce him to become, or to qualify him as, a Director or otherwise for services rendered by him or by the firm in connection with the formation or promotion of the Company or the Offers.

Directors‟ relevant interests in Securities of the Company at the date of this Prospectus are:

Director	Shares	Options
Mr David Breeze	13,019,6211	Nil5
Mr Hock Goh	768,538	2,000,0002
Mr Gregory Gilbert	961,538	2,000,0003
Mrs Deborah Ambrosini	-	1,000,0004, 6

Notes:

1 13,178,852 of these Shares are held by Trandcorp, of which Mr Breeze is a director and shareholder.

2 Unlisted Options exerciseable at $0.15 each and expiring on or before 31 October 2010.
3 Unlisted Options exerciseable at $0.15 each and expiring on or before 31 October 2010.
4 Unlisted Options exerciseable at $0.15 and expiring on or before 30 June 2013.

5 Subject to Shareholder approval at the General Meeting, Mr Breeze will be issued an additional 2,000,000 unlisted Director Options exerciseable at $0.45 each on or before 31 December 2014.

6 Subject to Shareholder approval at the General Meeting, Ms Ambrosini will be issued an additional 1,000,000 unlisted Director Options exerciseable at $0.45 each on or before 31 December 2014.

8.5 Directors’ Remuneration

The Constitution of the Company provides that the non-executive Directors may be paid for their services as Directors, a sum not exceeding such fixed sum per annum as may be determined by the Company in general meeting, to be divided among the Directors and in default of agreement then in equal shares. The Company paid to the Directors a total of $185,000 the year ended 30 June 2009 and $533,226 for the year ended 30 June 2008. In addition to the above, the Directors have been paid fees totalling $109,411 from the end of the previous financial year until the date of this Prospectus. Directors, companies associated with the directors or their associates are also reimbursed for all reasonable expenses properly incurred in the course of conducting their duties which include, but are not in any way limited to, out of pocket expenses, travelling expenses, disbursements made on behalf of the Company and other miscellaneous expenses.

8.6 Interests of Experts and Advisers

Other than as set out below or elsewhere in this Prospectus, no expert, underwriter, promoter or any other person named in this Prospectus as performing a function in a professional advisory or other capacity in connection with the preparation or distribution of the Prospectus, nor any firm in which any of those persons is or was a partner, nor any company with which any of those persons is or was associated, has or had within 2 years before the lodgement of this Prospectus with the ASIC, any interest in:

(a) the formation or promotion of the Company; or
(b) property acquired or proposed to be acquired by the Company in connection with its formation or promotion or the Offers; or
(c) the Offers,

and no amounts have been paid or agreed to be paid (in cash or Shares or otherwise) to any expert, underwriter, promoter or any other person named in this Prospectus as performing a function in a professional advisory or other capacity in connection with the preparation or distribution of this Prospectus, or to any firm in which any of those persons is or was a partner, or to any company with which any of those persons is or was associated, for services rendered by that person, or by the firm or the company, in connection with the formation or promotion of the Company or the Offers.

Steinepreis Paganin act as solicitors to the Company. Steinepreis Paganin will be paid approximately $10,000 (excluding GST) for services in relation to this Prospectus. In the past two years, Steinepreis Paganin have been paid approximately $73,604.50 by the Company.

Grandbridge Securities has acted as Underwriter to the Company in respect of this Prospectus. Grandbridge Securities will be paid approximately $855,000 (excluding GST) for services in relation to this Prospectus.

8.7 Consents

Each of the parties referred to in this Section:

(a) does not make, or purport to make, any statement in this Prospectus other than those referred to in this Section; and
(b) to the maximum extent permitted by law, expressly disclaim and take no responsibility for any part of this Prospectus other than a reference to its name and a statement included in this Prospectus with the consent of that party as specified in this Section.

Steinepreis Paganin have given their written consent to being named as the solicitors to the Company in this Prospectus. Steinepreis Paganin have not withdrawn their consent prior to the lodgement of this Prospectus with the ASIC.

Grandbridge Securities has given its written consent to being named as the Underwriter to the Company in this Prospectus. Grandbridge Securities has not withdrawn its consent prior to the lodgement of this Prospectus with the ASIC.

Advent Energy has given its written consent to the inclusion of statements attributable to Advent Energy in the form and context in which they are included. Advent Energy has not withdrawn its consent prior to the lodgement of this Prospectus with the ASIC.

8.8 Litigation

As at the date of this Prospectus, the Company is not involved in any legal proceedings and the Directors are not aware of any legal proceedings pending or threatened against the Company.

8.9 Estimated Expenses of Offers

The estimated expenses of the Offers (assuming the First Offer is approved by Shareholders) are as follows:

	First Offer	First Offer not
	approved by	approved by
	Shareholders	Shareholders
	$	$
ASIC fees	2,010	2,010
ASX fees	20,000	8,000
Underwriting and brokerage fees	855,000	90,000
Legal expenses	10,000	10,000
Printing and other expenses	12,990	12,990
Total	900,000	123,000

8.10 Market Price of Shares

The Company is a disclosing entity for the purposes of the Corporations Act and its Shares are enhanced disclosure securities quoted on ASX.

The highest and lowest market sale prices of the Company‟s Shares on ASX during the three months immediately preceding the date of lodgement of this Prospectus with the ASIC and the respective dates of those sales were:

Highest: $0.185 on 10 November 2009 Lowest: $0.12 on 2, 5, 6 and 7 October 2009

The latest available closing sale price of the Company‟s Shares on ASX prior to the lodgement of this Prospectus with the ASIC was $0.16 on 21 December 2009.

8.11 Electronic Prospectus

Pursuant to Class Order 00/044, the ASIC has exempted compliance with certain provisions of the Corporations Act to allow distribution of an electronic prospectus and electronic application form on the basis of a paper prospectus lodged with the ASIC, and the publication of notices referring to an electronic prospectus or electronic application form, subject to compliance with certain conditions.

If you have received this Prospectus as an electronic Prospectus, please ensure that you have received the entire Prospectus accompanied by the Application Forms. If you have not, please phone the Company on +61 (08) 9328 8366 and the Company will send you, for free, either a hard copy or a further electronic copy of the Prospectus, or both. Alternatively, you may obtain a copy of this Prospectus from the Company‟s website at www.biopharmica.com.au.

The Company reserves the right not to accept an Application Form from a person if it has reason to believe that when that person was given access to the electronic Application Form, it was not provided together with the electronic Prospectus and any relevant supplementary or replacement prospectus or any of those documents were incomplete or altered.

9. DIRECTORS’ AUTHORISATION

This Prospectus is issued by the Company and its issue has been authorised by a resolution of the Directors.

In accordance with section 720 of the Corporations Act, each Director has consented to the lodgement of this Prospectus with the ASIC.

==> picture [127 x 46] intentionally omitted <==

DAVID BREEZE

Managing Director/Executive Chairman

Signed for and on behalf of BIOPHARMICA LIMITED

10. DEFINITIONS

$ means Australian dollars.

Applicant means an investor who applies for Securities pursuant to the First Offer or the Second Offer, as the case may be.

Application Form means a First Offer Application Form or a Second Offer Application Form, as the case may be.

ASIC means the Australian Securities and Investments Commission.

Asset Energy means Asset Energy Pty Ltd (ACN 120 013 390).

ASTC Settlement Rules means the settlement rules of the securities clearing house which operates CHESS.

ASX means ASX Limited (ACN 008 624 691) or the Australia Securities Exchange operated by it, as the context requires.

Board means the board of Directors unless the context indicates otherwise.

Business Day means a day on which trading takes place on the stock market of ASX.

Company means BioPharmica Limited (ACN 095 912 002) (to be renamed “BPH Corporate Limited”).

Constitution means the constitution of the Company as at the date of this Prospectus.

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the directors of the Company as at the date of this Prospectus.

Director Options means an option to acquire a Share on the terms set out in the Notice of Meeting.

Equal Reduction of Capital means the proposed distribution by the Company of approximately 80% of its shareholding in MDSystems to Shareholders.

First Offer means the offer up to 95,982,330 Shares at the Issue Price per Share, together with one (1) free attaching Option exercisable at $0.20 for every one (1) Share issued.

First Offer Application Form means an application form entitled „First Offer Application Form‟ either attached to, or accompanying this Prospectus.

First Offer Closing Date means the date specified in Section 1 of this Prospectus (unless extended or closed earlier).

General Meeting means the meeting of Shareholders to be held on 24 December 2009 to seek approval for the issue of the Securities under the First Offer.

Grandbridge Limited means Grandbridge Limited (ACN 089 311 026).

Grandbridge Securities means Grandbridge Securities Pty Ltd (ACN 087 432 353).

Issue Date means the date of issue and allotment of the First Offer Securities.

Issue Price means the lower of $0.125 and 80% of the VWAP calculated over the 5 days on which sales in the Shares are recorded before the Issue Date.

Listing Rules means the official listing rules of the ASX.

MDSystems means Molecular Discovery Systems Limited (ACN 118 494 492).

MEC means MEC Resources Ltd (ACN 113 900 020).

Notice of Meeting means the notice of the General Meeting announced on ASX on 23 November 2009.

Offers means the First Offer and the Second Offer.

Official Quotation means official quotation on ASX.

Option means an option to acquire a Share on the terms set out in Section 6.2 of this Prospectus.

Prospectus means this prospectus.

Record Date means 5:00pm WST 6 January 2010.

Second Offer means the offer of up to an additional 28,794,699 Shares at the Issue Price of $0.125 per Share, together with one (1) free attaching Option exercisable at $0.20 for every one (1) Share issued.

Second Offer Application Form means an application form entitled „Second Offer Application Form‟ either attached to, or accompanying this Prospectus.

Second Offer Closing Date means the date specified in Section 1 of this Prospectus (unless extended or closed earlier).

Securities means Shares and Options.

Securityholder means a holder of Securities.

Share means a fully paid ordinary share in the capital of the Company.

Shareholder means a holder of Shares.

Shortfall means those Securities under the First Offer for which valid applications are not received .

Trandcorp means Trandcorp Pty Ltd (ACN 009 107 813).

Underwriter means Grandbridge Securities.

VWAP means the volume weighted average market price for Shares.

WST means Western Standard Time as observed in Perth, Western Australia.

ONLY COMPLETE THIS FIRST OFFER APPLICATION FORM IF YOU WISH TO SUBSCRIBE FOR SECURITIES UNDER THE FIRST OFFER.

FIRST OFFER APPLICATION FORM

BioPharmica Limited

(to be renamed “BPH Corporate Limited”) ACN 095 912 002

The Securities to which this application form ( First Offer Application Form ) relates are fully paid ordinary shares ( Shares ) in the capital of BioPharmica Limited ( Company ) and options to acquire Shares ( Options ). A Prospectus containing information regarding investment in Securities was lodged with the Australian Securities and Investments Commission ( ASIC ) on 22 December 2009 ( Prospectus ). The Prospectus will expire 13 months after the date it was lodged with ASIC. While the Prospectus is current, the Company will send paper copies of the Prospectus, any supplementary documents and the First Offer Application Form, free of charge to any person upon request. You should read the Prospectus before applying for Securities. A person who gives another person access to the First Offer Application Form must at the same time and by the same means give the other person access to the Prospectus and any supplementary document.

PLEASE READ ALL INSTRUCTIONS ON THE REVERSE OF THIS FORM

Full name (PLEASE PRINT) Title, Given Name(s) & Surname orCompanyName	Full name (PLEASE PRINT) Title, Given Name(s) & Surname orCompanyName	Full name (PLEASE PRINT) Title, Given Name(s) & Surname orCompanyName

Joint Applicant #2or

Joint Applicant #3 or

Postal Address (PLEASE PRINT) Street Number Street



Suburb/Town					Applicant	State	PostCode

ABN,Tax File Number	or Exemption	Applicant #2				#3

CHESS HIN or Existing SRN (where applicable)
NumberofShares appliedfor			Application	Money enclosed
Application Money enclosed / Issue Price per Share			A$……………………………

PAYMENT DETAILS

Electronic Payment Instructions (to arrive no later than 1:00pm on 24 December 2090):

Account Name: BioPharmica Limited Trust Account BSB: 086 420 Account Number: 56 754 2257

Cheque Payment Instructions: Cheques should be made payable to “ BioPharmica Limited – Trust Account ”, crossed “NOT NEGOTIABLE”. Please enter cheque details:

Drawer Bank BSB or Branch Amount

Cheques and completed First Offer Application Forms should be forwarded, to arrive no later than 1:00pm on 24 December 2009 (or such other date as is determined by the Directors) to Security Transfer Registrars :

PO Box 535 Applecross WA 6953

My/Our contact numbers in the case of inquiry are:

Telephone ( ) _____ Fax ( ) _____

GUIDE TO THE FIRST OFFER APPLICATION FORM

If an Applicant has any questions on how to complete this First Offer Application Form, please contact the Company Secretary, Deborah Ambrosini, on +61 (08) 9328 8366.

A. Application for Shares

The First Offer Application Form must only be completed in accordance with the instructions included in the Prospectus.

B. Name of Applicant

Write the Applicant‟s FULL NAME. This must be either an individual‟s name or the name of a company. Please refer to the bottom of this page for the correct form of registrable title. Applications using the incorrect form of registrable title may be rejected.

C. Name of Joint Applicants or Account Designation

If JOINT APPLICANTS are applying, up to three joint Applicants may register. If applicable, please provide details of the Account Designation in brackets. Please refer to the bottom of this page for instructions on the correct form of registrable title.

D. Address

Enter the Applicant‟s postal address for all correspondence. If the postal address is not within Australia, please specify Country after City/Town.

E. Contact Details

Please provide a contact name and daytime telephone number so that the Company can contact the Applicant if there is an irregularity regarding the Application Form.

F. CHESS HIN or existing SRN Details

The Company proposes to participate in CHESS. If the Applicant is already a participant in this system, the Applicant may complete this section with their existing CHESS HIN. If the Applicant is an existing Shareholder with an Issuer Sponsored account, the SRN for this existing account may be used. Otherwise leave the section blank and the Applicant will receive a new Issuer Sponsored account and statement.

G. Payment Details

Make cheques payable to “BioPharmica Limited – Trust Account” in Australian currency and cross them “Not Negotiable”. Cheques must be drawn on an Australian Bank. The amount of the cheque should agree with the amount shown on the First Offer Application Form. Application money can also be paid to the Company by electronic funds transfer as follows:

Account Name: BioPharmica Limited Trust Account BSB: 086 420 Account Number: 56 754 2257

H. Declaration

This First Offer Application Form does not need to be signed. By lodging this First Offer Application Form and a cheque for the application money this Applicant hereby:

(1) applies for the number of Shares specified in the First Offer Application Form or such lesser number as may be allocated by the Directors;
(2) agrees to be bound by the Constitution of the Company;
(3) authorises the Directors of the Company to complete or amend this First Offer Application Form where necessary to correct any errors or omissions;
(4) acknowledges that he/she has received a copy of the Prospectus attached to this First Offer Application Form or a copy of the First Offer Application Form before applying for the Shares; and
(5) acknowledges that he/she will not provide another person with this First Offer Application Form unless it is attached to or accompanied by the Prospectus.

CORRECT FORMS OF REGISTRABLE TITLE

Note that ONLY legal entities are allowed to hold Securities. First Offer Application Forms must be in the name(s) of a natural person(s), companies or other legal entities acceptable to the Company. At least one full given name and the surname is required for each natural person. First Offer Application Forms cannot be completed by persons under 18 years of age. Examples of the correct form of registrable title are set out below.

Type of Investor	Correct Form of Registration	Incorrect Form of Registration
Individual Usegiven names in full,not initials	Mr John Alfred Smith	J A Smith
CompanyUse the company‟s full title,not abbreviations	ABC PtyLtd	ABC P/L or ABC Co
Joint Holdings Usefulland completenames	Mr Peter Robert Williams & MsLouise Susan Williams	Peter Robert & Louise SWilliams
Trusts Use the trustee(s) personal name(s).	Mrs Susan Jane Smith	Sue Smith Family Trust
Deceased Estates Use the executor(s) personal name(s).	Ms Jane Mary Smith & Mr Frank William Smith	Estate of late John Smith or John Smith Deceased
Minor (a person under the age of 18) Use the name of a responsible adult with an appropriate designation.	Mr John Alfred Smith	Master Peter Smith
Partnerships Use the partners personal names.	Mr John Robert Smith & Mr Michael John Smith	John Smith and Son
Long Names.	Mr John William Alexander Robertson-Smith	Mr John W A Robertson-Smith
Clubs/Unincorporated Bodies/Business Names Use office bearer(s) personal name(s).	Mr Michael Peter Smith	ABC Tennis Association
Superannuation Funds Use the name of the trustee of the fund.	Jane Smith Pty Ltd	Jane Smith Pty Ltd Superannuation Fund

ONLY COMPLETE THIS SECOND OFFER APPLICATION FORM IF YOU WISH TO SUBSCRIBE FOR SECURITIES UNDER THE SECOND OFFER.

SECOND OFFER APPLICATION FORM

BioPharmica Limited

(to be renamed “BPH Corporate Limited”) ACN 095 912 002

The Securities to which this application form ( Second Offer Application Form ) relates are fully paid ordinary shares ( Shares ) in the capital of BioPharmica Limited ( Company ) and options to acquire Shares ( Options ). A Prospectus containing information regarding investment in Securities was lodged with the Australian Securities and Investments Commission ( ASIC ) on 22 December 2009 ( Prospectus ). The Prospectus will expire 13 months after the date it was lodged with ASIC. While the Prospectus is current, the Company will send paper copies of the Prospectus, any supplementary documents and the Second Offer Application Form, free of charge to any person upon request. You should read the Prospectus before applying for Securities. A person who gives another person access to the Second Offer Application Form must at the same time and by the same means give the other person access to the Prospectus and any supplementary document.

PLEASE READ ALL INSTRUCTIONS ON THE REVERSE OF THIS FORM

Full name (PLEASE PRINT)

==> picture [545 x 348] intentionally omitted <==

----- Start of picture text -----

Title, Given Name(s) & Surname or Company Name
Joint Applicant #2 or
Joint Applicant #3 or
Postal Address (PLEASE PRINT)
Street Number Street
Suburb/Town State Post Code
ABN, Tax File Number or Exemption Applicant #2 Applicant #3
CHESS HIN or Existing SRN (where
applicable)
Number of Shares applied for Application Money enclosed at $0.125 per Share
Application Money enclosed / Issue Price per Share A$……………………………
----- End of picture text -----

I/We whose full name(s) and address appear above hereby apply for the number of Shares shown above (to be allocated to me/us by the Company in respect of this Second Offer Application) under the Prospectus on the terms set out in the Prospectus.

PAYMENT DETAILS

Electronic Payment Instructions (to arrive no later than 1:00pm on 5 January 2010):

Account Name: BioPharmica Limited Trust Account BSB: 086 420 Account Number: 56 754 2257

Cheque Payment Instructions: Cheques should be made payable to “ BioPharmica Limited – Trust Account ”, crossed “NOT NEGOTIABLE”. Please enter cheque details:

Drawer Bank BSB or Branch Amount

Cheques and completed Second Offer Application Forms should be forwarded, to arrive no later than 1:00pm on 5 January 2010 (or such other date as is determined by the Directors) to Security Transfer Registrars :

PO Box 535 Applecross WA 6953

My/Our contact numbers in the case of inquiry are:

Telephone ( )____ Fax ( ) _____

GUIDE TO THE SECOND OFFER APPLICATION FORM

If an Applicant has any questions on how to complete this Second Offer Application Form, please contact the Company Secretary, Deborah Ambrosini, on +61 (08) 9328 8366.

A. Application for Shares

The Second Offer Application Form must only be completed in accordance with the instructions included in the Prospectus.

B. Name of Applicant

Write the Applicant‟s FULL NAME. This must be either an individual‟s name or the name of a company. Please refer to the bottom of this page for the correct form of registrable title. Applications using the incorrect form of registrable title may be rejected.
C. Name of Joint Applicants or Account Designation
If JOINT APPLICANTS are applying, up to three joint Applicants may register. If applicable, please provide details of the Account Designation in brackets. Please refer to the bottom of this page for instructions on the correct form of registrable title.

D. Address

Enter the Applicant‟s postal address for all correspondence. If the postal address is not within Australia, please specify Country after City/Town.

E. Contact Details

Please provide a contact name and daytime telephone number so that the Company can contact the Applicant if there is an irregularity regarding the Application Form.

F. CHESS HIN or existing SRN Details

G. Payment Details

Make cheques payable to “BioPharmica Limited – Trust Account” in Australian currency and cross them “Not Negotiable”. Cheques must be drawn on an Australian Bank. The amount of the cheque should agree with the amount shown on the Second Offer Application Form. Application money can also be paid to the Company by electronic funds transfer as follows:

Account Name: BioPharmica Limited Trust Account BSB: 086 420 Account Number: 56 754 2257

H. Declaration

This Second Offer Application Form does not need to be signed. By lodging this Second Offer Application Form and a cheque for the application money this Applicant hereby:
(6) applies for the number of Shares specified in the Second Offer Application Form or such lesser number as may be allocated by the Directors;
(7) agrees to be bound by the Constitution of the Company;
(8) authorises the Directors of the Company to complete or amend this Second Offer Application Form where necessary to correct any errors or omissions;
(9) acknowledges that he/she has received a copy of the Prospectus attached to this Second Offer Application Form or a copy of the Second Offer Application Form before applying for the Shares; and
(10) acknowledges that he/she will not provide another person with this Second Offer Application Form unless it is attached to or accompanied by the Prospectus.

CORRECT FORMS OF REGISTRABLE TITLE

Note that ONLY legal entities are allowed to hold Securities. Second Offer Application Forms must be in the name(s) of a natural person(s), companies or other legal entities acceptable to the Company. At least one full given name and the surname is required for each natural person. Second Offer Application Forms cannot be completed by persons under 18 years of age. Examples of the correct form of registrable title are set out below.

Type of Investor	Correct Form of Registration	Incorrect Form of Registration
Individual Usegiven names in full,not initials	Mr John Alfred Smith	J A Smith
CompanyUse the company‟s full title,not abbreviations	ABC PtyLtd	ABC P/L or ABC Co
Joint Holdings Use full and complete names	Mr Peter Robert Williams & Ms Louise Susan Williams	Peter Robert & Louise S Williams
Trusts Usethetrustee(s) personal name(s).	Mrs Susan Jane Smith	Sue Smith Family Trust
Deceased Estates Use the executor(s) personal name(s).	Ms Jane Mary Smith & Mr Frank William Smith	Estate of late John Smith or John Smith Deceased
Minor (a person under the age of 18) Use the name of a responsible adult with an appropriate designation.	Mr John Alfred Smith	Master Peter Smith
Partnerships Use the partners personal names.	Mr John Robert Smith & Mr Michael John Smith	John Smith and Son
Long Names.	Mr John William Alexander Robertson-Smith	Mr John W A Robertson-Smith
Clubs/Unincorporated Bodies/Business Names Use office bearer(s) personal name(s).	Mr Michael Peter Smith	ABC Tennis Association
Superannuation Funds Use the name of the trustee of the fund.	Jane Smith Pty Ltd	Jane Smith Pty Ltd Superannuation Fund

AI assistant

BPH ENERGY LTD — Capital/Financing Update 2009

64555_rns_2009-12-21_93e7a5e2-12d9-41e5-bf7b-b032a9460cdc.pdf

BIOPHARMICA LIMITED (to be renamed “BPH Corporate Limited”) ACN 095 912 002

PROSPECTUS

The First Offer is conditional on Shareholder approval at a General Meeting to be held on 24 December 2009. Refer to Section 4.2 of this Prospectus for further details.

AND

Underwriter and First Offer subscriptions

IMPORTANT NOTICE

TABLE OF CONTENTS

1. SUMMARY OF IMPORTANT DATES AND IMPORTANT NOTES

IMPORTANT NOTES

RISK FACTORS

ELECTRONIC PROSPECTUS

2. CORPORATE DIRECTORY

Underwriter

3. CHAIRMAN’S LETTER

4. DETAILS OF THE OFFERS

4.1 The Offers

4.2 First Offer

4.3 Second Offer

4.4 Rights attaching to Securities

4.5 Underwriting

4.6 Applications for Securities

Under the First Offer

Security Transfer Registrars PO Box 535 APPLECROSS WA 6953

Under the Second Offer

Security Transfer Registrars PO Box 535 APPLECROSS WA 6953

4.7 Minimum Subscription

4.8 Allotment of Securities

4.9

Australian Securities Exchange Listing

4.10 Restrictions on the Distribution of the Prospectus

4.11 Clearing House Electronic Sub-Register System (CHESS) and Issuer Sponsorship

4.12 Risk factors

4.13

Privacy Act

4.14 Enquiries

5. PURPOSE AND EFFECT OF THE OFFERS

5.1 Purpose of the Offers

5.2 Advent Energy

5.2.1 Proposed Investment

5.2.2 Background on Advent Energy

5.2.3

Offshore Sydney Basin – PEP 11

5.2.4 Exmouth sub-Basin region of the Carnarvon Basin

5.2.5 Onshore Bonaparte Basin

5.2.6 Weaber Gas Field – Retention Lease RL-1

5.2.7

Central Petroleum

5.2.8 Independent Expert’s Report

5.3

Effect of the Offers

5.4 Pro-Forma Consolidated Balance Sheet

Consolidated Balance Sheet and Pro-forma Balance Sheet as at 30 November 2009 (unaudited)

5.5 Effect on Capital Structure

6. RIGHTS AND LIABILITIES ATTACHING TO SECURITIES

6.1 Shares

6.1.1 General Meetings

6.1.2 Voting Rights

6.1.3 Dividend Rights

6.1.4 Winding-Up

6.1.5

Transfer of Shares

6.1.6

Future Increase in Capital

6.1.7

Variation of Rights

6.2

Options

7. RISK FACTORS

7.1 General

7.2 Economic risks

7.3 Market conditions

7.4 Additional requirements for capital

7.5 First Offer Issue Price and Second Offer capital raising

7.6 Significant new investment:

Conditional Funding Agreement with Talbot Group Holdings

Exploration and Development Risks

Exploration and Production Licences

BPH ENERGY LTD Capital/Financing Update 2009