BPH ENERGY LTD — Capital/Financing Update 2010

Nov 18, 2010

ABN 41 095 912 002

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

PROSPECTUS

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

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

Underwriter

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

IMPORTANT

The Offer is conditional on certain Resolutions being passed at the General Meeting of Shareholders to be held on 3 December 2010 and the Company’s successful re-compliance with Chapters 1 and 2 of the ASX Listing Rules. Please refer to Section 4.3 of this Prospectus for further details.

All references to Securities in this Prospectus (unless stated otherwise) are on a post-Consolidation basis. Refer to Section 3.3 of this Prospectus for further details of the proposed Consolidation.

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

IMPORTANT INFORMATION

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

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

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

The distribution of this Prospectus in jurisdictions outside Australia may be restricted by law and persons who come into possession of this Prospectus should seek advice on and observe any of these restrictions. Failure to comply with these restrictions may violate securities laws. Applicants who are resident in countries other than Australia should consult their professional advisers as to whether any governmental or other consents are required or whether any other formalities need to be considered and followed.

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

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

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

The Offer is subject to a number of conditions which are detailed in Section 4.3 of this Prospectus. If any of the conditions are not satisfied or waived, the Offer will not proceed and no Securities will be allotted or issued pursuant to this Prospectus.

This is a re-compliance Prospectus for the purposes of satisfying Chapters 1 and 2 of the ASX Listing Rules and to satisfy ASX’s requirements for re-admission to the Official List following a change to the nature and scale of the Company’s activities.

Disclaimer

No person is authorised to give any information or to make any representation in connection with the Offer described in this Prospectus which is not contained in this Prospectus. Any information not so contained may not be relied upon as having been authorised by the Company, the Underwriter or any other person in connection with the Offer. You should rely only on information in this Prospectus.

Photographs and diagrams

Diagrams in this Prospectus have been prepared by officers of the Company and are illustrative only and may not be drawn to scale. Unless otherwise stated, all data contained in charts, graphs and tables is based on information available at the date of this Prospectus.

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Website – Electronic Prospectus

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

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

Foreign jurisdictions

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

The distribution of this Prospectus outside Australia may be restricted by law and persons who come into possession of this Prospectus outside Australia should seek advice on and observe any such restrictions. Any failure to comply with such restrictions may constitute a violation of applicable securities laws. Applicants who are resident in countries other than Australia should consult their professional advisers as to whether any governmental or other consents are required or whether any other formalities need to be considered and followed.

In particular, the Securities have not been registered under the US Securities Act of 1933, as amended ( US Securities Act ). Accordingly, the Securities may not be offered or sold in the United States, except in transactions exempt from, or not subject to, the registration requirements of the US Securities Act and applicable US state securities laws.

Defined terms and other matters

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

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

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

Competent person

The technical information provided in this Prospectus has been compiled by Mr Dang Lan Nguyen. Mr Nguyen is a qualified geologist with over 20 years’ experience. Mr Nguyen is a member of the Society of Petroleum Engineers, the American Association of Petroleum Geologists and the Petroleum Exploration Society of Australia. Mr Nguyen has reviewed the results, procedures and data contained in this Prospectus and consents to the inclusion in this Prospectus of the matters based on the information in the form and context in which it appears. Mr Lan Nguyen has not withdrawn his consent prior to lodgement of this Prospectus with the ASIC.

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KEY INVESTMENT HIGHLIGHTS AND RISKS

Key investment highlights

This information is a selective overview only. Investors should read the Prospectus in its entirety, including the Investigating Accountant’s Report in Section 7 before deciding whether to invest in Securities.

• BPH Corporate Ltd (ASX: BPH ) has entered into a conditional agreement to increase its shareholding in unlisted oil and gas exploration company, Advent Energy Ltd ( Advent ).[1]

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

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

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

• Asset has lodged appropriate approval documents with relevant NSW and Commonwealth government departments and agencies. To date, key approvals have been received by National Offshore Petroleum Safety Authority for the revision to the vessel safety case, and from the Department of Industry and Investment NSW for the environment plan, oil spill contingency plan and well operations management plan. The New Seaclem-1 well will target the Great White and Marlin prospects, with a combined prospective gas resource estimate of 4.1 Tcf (gas in place, P50 level)[2] .

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

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

2 Refer to Section 8 of this Prospectus for further details

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Key investment risks

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

Risk	Description	Further Details
Reinstatement to	A further investment in Advent (such as under the Advent	Section 8.2
Official Quotation:	Investment) will constitute a change in the nature and scale
	of the Company’s activities and, accordingly, the Company
	is required to re-comply with Chapters 1 and 2 of the ASX
	Listing Rules as if it were seeking admission to the Official List
	of ASX for the first time. There is a risk that the Company may
	not be able to meet the requirements of the ASX for
	reinstatement to the Official List. Should this occur, the
	Securities offered under this Prospectus (and the Company’s
	existing issued Shares) will not be able to be traded on the
	ASX until such time as those requirements can be met, if at
	all.
Issue Price unknown:	The Issue Price per Share is unknown as at the date of this	Section 8.4
	Prospectus. The Company proposes to seek Shareholder
	approval at the General Meeting to the issue of Shares
	under this Prospectus at the higher of $0.20 and 80% of the
	VWAP calculated over the 5 days on which sales in the
	Shares are recorded before the Issue Date. Because the
	Issue Price is unknown, there is no certainty that the
	Company will raise sufficient funds to carry out its stated
	objectives in the manner proposed and accordingly, the
	Company may have to scale back or cancel altogether its
	proposed expenditure (including in relation to the Advent
	Investment).
Illiquid investment:	As Advent is an unlisted entity, there is a risk that there will	Section
	not be a ready market for the Company to sell its Advent	8.4(a)(i)
	Energy shares.
No controlling	The interest held by the Company in Advent Energy is not	Section
interest:	and will not be a controlling interest and accordingly the	8.4(a)(ii)
	Company will not have the capacity to determine the
	outcome of decisions about Advent’s financial and
	operating policies.
Dilution and	The issue of Securities to fund the Advent Investment will	Section
depletion of cash:	have the effect of diluting Shareholders’ interests. In	8.4(a)(iii)
reserves	addition, the Company’s available cash reserves will be
	significantly reduced.
Oil and gas	The business of oil and gas exploration, project development	Section 8.4
exploration:	and production, by its nature, contains elements of
	significant risk with no guarantee of success. A failure to
	discover an economic reserve, or to successfully produce
	from such a reserve, will adversely affect Advent’s
	performance and have a resulting effect on the value of the
	Company’s investment in Advent.
Oil and gas price	Fluctuations in oil and gas prices and, in particular, a	Section 8.4
volatility:	material decline in the price of oil or gas, may have a
	material adverse effect on Advent’s business and therefore
	the value of the Company’s investment in Advent.

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Risk	Description	Further Details
Nature of the	The Company can make no representations that any of its	Section 8.4
Company’s existing	existing biotechnology investments will be successful, that
investments:	the development milestones will be achieved or that it will
	develop products that are commercially exploitable. Its
	success depends, in part, on its ability to obtain patents,
	maintain trade secret protection and operate without
	infringing the proprietary rights of third parties. Because the
	patent positions of biotechnology companies can be highly
	uncertain and frequently involve complex legal and
	scientific evaluation, neither the breadth of claims allowed
	in medical device patents, nor their enforceability, can be
	predicted. There can be no assurance that any patents the
	Company may own or control or license now and in the
	future will afford the Company commercially significant
	protection of its intellectual property or its projects or have
	commercial application.

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CONTENTS

1.	CORPORATE DIRECTORY .............................................................................................. 8
2.	MANAGING DIRECTOR’S LETTER .................................................................................. 9
3.	INVESTMENT OVERVIEW ............................................................................................. 10
4.	DETAILS OF THE OFFER ................................................................................................ 14
5.	COMPANY AND PROJECT OVERVIEW ....................................................................... 19
6.	DIRECTORS AND CORPORATE GOVERNANCE .......................................................... 29
7.	INVESTIGATING ACCOUNTANT’S REPORT ................................................................. 34
8.	RISK FACTORS ............................................................................................................ 35
9.	MATERIAL AGREEMENTS ............................................................................................ 43
10.	ADDITIONAL INFORMATION ...................................................................................... 48
11.	DIRECTORS’ AUTHORISATION .................................................................................... 55
12.	GLOSSARY .................................................................................................................. 56

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1. CORPORATE DIRECTORY

Directors Mr David Breeze Managing Director Mr Hock Goh Non-executive Director Mr Greg Gilbert Non-executive Director Ms Deborah Ambrosini Executive Director Company Secretary Ms Deborah Ambrosini Registered Office 14 View Street NORTH PERTH WA 6006 Telephone: +61 8 9328 8366 Facsimile: +61 8 9328 8733 Underwriter Grandbridge Securities Pty Ltd AFS 241057 14 View Street NORTH PERTH WA 6006	Share Registry*
	Security Transfer Registrars Pty Ltd 770 Canning Highway APPLECROSS WA 6153 Telephone: +61 8 9315 2333 Facsimile: +61 8 9315 2233 Solicitors to the Company
	Steinepreis Paganin Level 4, The Read Buildings 16 Milligan Street PERTH WA 6000 **Auditor ***
	Deloitte Touche Tohmatsu Level 14, Woodside Plaza 240 St Georges Terrace PERTH WA 6000 Investigating Accountant
	MGI Perth Level 7, The Quadrant 1 William Street PERTH WA 6000

Website

www.bphcorporate.com.au

• These entities are included for information purposes only. They have not been involved in the preparation of this Prospectus.

2. MANAGING DIRECTOR’S LETTER

Dear investor,

On behalf of the Board, I am pleased to invite you to subscribe for Securities in BPH Corporate Ltd (to be renamed BPH Energy Limited, subject to Shareholder approval) ( BPH or Company ).

On 18 September 2009, the Company announced its intention, subject to the receipt of all necessary Shareholder, regulatory and ASX approvals, to exercise an exclusive option to acquire up to 19.4% of Advent Energy Ltd ( Advent ) ( Initial Advent Interest ), an unlisted oil and gas exploration company based in Perth, Western Australia. The Company subsequently received Shareholder approval on 24 December 2009 to acquire the Initial Advent Interest and, since January 2010, has further increased its interest in Advent to 21.29%.

As announced on 11 October 2010, the Company has recently entered into a conditional agreement with Advent to increase its shareholding to up to 27.7% by subscribing for up to a further 12 million Advent shares ( Advent Investment ). Completion of the Advent Investment is however subject to Shareholder approval, as ASX has determined that the Advent Investment will result in a change in the nature and scale of the Company’s activities. If approval is granted, the Company must then seek to recomply with Chapters 1 and 2 of the ASX Listing Rules, which requires (among other things) the issue of a prospectus by the Company. BPH therefore extends the Offer under this Prospectus to you as part of the re-compliance process and to raise additional capital to complete the Advent Investment and continue to actively manage the Company’s diverse asset base.

Advent Energy holds a portfolio of petroleum assets throughout Australia, including the cornerstone project situated in the offshore Sydney sedimentary Basin within PEP 11.

The Board considers that the Advent Investment will provide Shareholders with enhanced exposure to PEP 11 and the potential to diversify their investment risk from the Company’s biotechnology activities and investments. The Company intends to maintain its existing interests in Cortical Dynamics Ltd (3.89%) and Diagnostic Array Systems Pty Ltd (51.82%).

If you are already a Shareholder, the Offer provides an excellent avenue to increase your shareholding in the Company. New investors are also invited to take advantage of this limited opportunity to join our Company and be part of what the Board believes will be an exciting development. Please read this document carefully and seek professional investment advice if necessary before making your investment decision.

It is important to note that the Consolidation, the issue of Securities pursuant to this Prospectus, the Advent Investment and the change in nature and scale of the Company’s activities is all subject to Shareholder approval to be sought at the General Meeting on 3 December 2010. Please refer to the Notice of General Meeting for further details of the proposed transactions and their effect on Shareholders and the Company.

On behalf of the Board, I recommend this Offer to you and look forward to your contribution to the Company as a Shareholder.

Yours faithfully

David Breeze MANAGING DIRECTOR

19 November 2010

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3. INVESTMENT OVERVIEW

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

3.1

Indicative timetable[1]

Event		Date
Dispatch of Notice of General Meeting to Shareholders and announcement of Consolidation		4 November 2010
Lodgement of Prospectus with ASIC		19 November 2010
Offer Opening Date		19 November 2010
Offer Closing Date2	5:00pm WST 2 December2010
Trading in Securities suspended by ASX		3 December 2010
General Meeting		3 December 2010
Completion of Advent Investment		6 December 2010
Consolidation record date		13 December 2010
Shareholders notified of completion of Consolidation		13 December 2010
Dispatch of holding statements to Shareholders and		12:00pm (Sydney time) 13
announcement of dispatch		December 2010
Trading in Securities reinstated by ASX (subject to satisfaction of
Chapters 1 and 2 of the ASX Listing Rules). Normal T+3 trading		14 December 2010
on a post-Consolidation basis commences

Notes:

1 This indicative timetable is subject to change the Directors reserve the right to amend the timetable at any time, subject to the ASX Listing Rules.

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

3.2 Change in nature and scale of activities

As outlined in further detail in Section 9.1 of this Prospectus, the Company has entered into a conditional Placement Agreement with Advent Energy to subscribe for up to 12 million fully paid shares in the capital of Advent at an issue price determined under the Advent Bookbuild, but in any event no less than $1.25 and no greater than $1.75 per Advent share ( Placement Agreement ).

As a result of the magnitude of the Advent Investment, it is required to obtain Shareholder approval and to comply with Chapters 1 and 2 of the ASX Listing Rules as if it were seeking admission to the Official List.

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

The Company will be suspended from Official Quotation from the time of the General Meeting and will not be reinstated until it has satisfied the conditions of the Offer (as set out in Section 4.3 of this Prospectus), one of which is the Company’s successful recompliance with Chapters 1 and 2 of the ASX Listing Rules.

BPH CORPORATE LTD - 10 -

There is a risk that the Company may not be able to meet ASX’s requirements for re-instatement to the Official List. In the event the Offer conditions are not satisfied or the Company does not receive conditional approval for re-quotation on ASX, then the Company will not proceed with the Offer and will repay all application moneys received.

3.3 Consolidation

In order to meet the requirements of Chapters 1 and 2 of the ASX Listing Rules, the Company is seeking Shareholder approval at the General Meeting to consolidate the number of Shares on issue on a 1 for 2 basis. The Options the Company has on issue will also be consolidated on the same basis and their exercise price amended in inverse proportions to the Consolidation ratio, in accordance with the ASX Listing Rules ( Consolidation ).

Following the close of the Offer, Shareholders will initially be issued a holding statement detailing the number of Securities subscribed for pursuant to the Offer on a pre-Consolidation basis. Shareholders will then be issued with a holding statement for all Securities they hold (including any Securities subscribed for pursuant to the Offer) on a post-Consolidation basis.

The Securities offered pursuant to this Prospectus will be issued on a postConsolidation basis.

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

3.4 Purpose of the Offer and use of Offer proceeds

The purpose of the Offer is to:

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

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

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

• (c) the Advent Investment;

• (d) proposed underwriting of future initial public offers ( IPOs ) by its biotechnology investee companies, Cortical Dynamics Ltd and Molecular Discovery Systems Ltd[3] ;

• (e) working capital and administration expenses; and

• (f) payment of the expenses of the Offer.

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

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

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

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Fund Available	Full subscription ($)	Fully oversubscribed ($)
Cash on hand at 17/11/10	5,067,000	5,067,000
Funds raised	10,000,000	20,000,000
Expenses of the Offer	(723,558)	(1,338,558 )
Total funds available	14,343,442	23,728,442

Fund Available	Year	Year	1	Year 2		Year	3
	Full		Full Oversub	Full	Full	Full		Full
	subscription		($)	subscription	Oversub	subscription		Oversub
	($)			($)	($)	($)		($)
Advent Investment	11,000,000		15,000,000	-	-	-		-
Underwrite IPO of
biotech investee	2,000,000		2,000,000	-	-	-		-
companies
Working capital	447,814		2,242,814	447,814	2,242,814	447,814		2,242,814
Total	13,447,814		17,333,333	447,814	2,242,814	447,814		2,242,814

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

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

To capitalise on future opportunities, depending on the success of its activities, the Company may require debt or further equity fundraisings.

3.5 Capital structure

The Company is seeking approval at the General Meeting to consolidate its capital on a 1 for 2 basis ( Consolidation ). The Consolidation will take place prior to the completion of the Advent Investment and the Offer.

On the basis that the Company completes the Offer on the terms set out in this Prospectus and assuming no existing Options are exercised or cancelled, the Company’s capital structure on a post-Consolidation basis , using a range of possible Issue Prices, with the lowest being $0.20, will be as set out below.

The maximum number of Shares that will be issued under the Offer to raise $10 million will therefore be 50 million, or 100 million assuming the Offer is fully oversubscribed to raise $20 million.

Investors should note that the following potential Issue Prices are included for illustration purposes only and should not be relied upon as an indication of the actual Issue Price (and therefore the number of Securities to be issued) under the Offer:

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

Issue Price	Shares on Issue	Options on	Shares Issued	Options Issued	Total	Total
of Shares	post-	Issue post-	under Offer	under Offer	Options	Shares on
under the	Consolidation	Consolidation	(post-	(post-	on Issue	Issue
Offer		1	Consolidation)	Consolidation)
$0.20	164,716,989	6,860,000	50,000,000	10,000,000	16,860,000	214,716,989
$0.25	164,716,989	6,860,000	40,000,000	8,000,000	14,860,000	204,716,989
$0.30	164,716,989	6,860,000	33,333,334	6,666,667	13,526,667	198,050,323
$0.35	164,716,989	6,860,000	28,571,429	5,714,286	12,574,286	193,288,418
$0.40	164,716,989	6,860,000	25,000,000	5,000,000	11,860,000	189,716,989

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

Issue Price	Shares on Issue	Options on	Shares Issued	Options Issued	Total	Total
of Shares	post-	Issue post-	under Offer	under Offer	Options	Shares on
under the	Consolidation	Consolidation	(post-	(post-	on Issue	Issue
Offer		1	Consolidation)	Consolidation)
$0.20	164,716,989	6,860,000	100,000,000	20,000,000	26,860,000	264,716,989
$0.25	164,716,989	6,860,000	80,000,000	16,000,000	22,860,000	244,716,989
$0.30	164,716,989	6,860,000	66,666,667	13,333,334	20,193,334	231,383,656
$0.35	164,716,989	6,860,000	57,142,857	11,428,572	18,288,572	221,859,846
$0.40	164,716,989	6,860,000	50,000,000	10,000,000	16,860,000	214,716,989

Notes:

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

Pre-Offer Options (post-Consolidation)*	Number
Unlisted Options exercisable at $0.294 each on or before 31 December 2010.	3,000,000
Unlisted Options issued under the employee Share Option scheme, exercisable
the average market price determined 5 days prior to exercise on or before 17	250,000
November 2011.
Unlisted Options issued under the employee Share Option scheme, exercisable
the average market price determined 5 days prior to exercise on or before 29	250,000
April 2013.
Unlisted Options issued under the employee Share Option scheme, exercisable at $0.294 each on or before 30 June 2013.	1,275,000
Unlisted Options issued under the employee Share Option scheme, exercisable at $0.294 each on or before 16 December 2013.	500,000
Unlisted Options issued under the employee Share Option scheme, exercisable at $0.594 each on or before 30 September 2014.	75,000
Unlisted Director Options issued to David Breeze and Deborah Ambrosini, exercisable at $0.894 each on or before 31 December 2014.	1,500,000
Unlisted Options exercisable at $0.20 each on or before 4 November 2015.	10,000
Total	6,860,000

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

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4. DETAILS OF THE OFFER

4.1 The Offer

By this Prospectus and subject to the Offer conditions described in Section 4.3 below, the Company offers Shares to the value of $10 million at an issue price per Share of the higher of $0.20 and 80% of the VWAP calculated over the 5 days on which sales in Shares are recorded before the Issue Date ( Issue Price ), together with 1 free attaching Option exercisable at $0.20 for every 5 Shares issued ( Offer ).

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

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

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

The purpose of the Offer and the proposed use of funds raised are set out in Section 3.4 of this Prospectus.

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

4.2 Oversubscriptions

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

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

4.3 Conditions of the Offer

This Offer is subject to:

• (a) Shareholder approval being granted for:

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

• (ii) the Consolidation; and

• (iii) the Advent Investment,

(together, the Shareholder Approvals );

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

BPH CORPORATE LTD - 14 -

• (c) ASX granting conditional approval for re-quotation of the Company’s Shares (and the Options to be issued pursuant to this Prospectus) on ASX.

The Shareholder Approvals are being sought at the General Meeting.

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

If any of the conditions set out above are not satisfied or waived, the Offer will not proceed and no Securities will be allotted or issued pursuant to this Prospectus. In these circumstances, all applications will be dealt with in accordance with the Corporations Act.

4.4 Minimum subscription

There is no minimum subscription under this Prospectus.

4.5 How to apply

Applications for Securities under the Offer must be made:

• (a) using the Application Form attached to or accompanying this Prospectus; OR

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

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

By post	By hand
PO Box 535 APPLECROSS WA 6953	770 Canning Highway APPLECROSS WA 6953

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

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

Account Name: BPH Corporate Ltd – Trust Account BSB: 086 420 Account Number: 56 754 2257

BPH CORPORATE LTD - 15 -

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

Electronic payments must be received by the Company by 1:00pm (WST) on the Offer Closing Date. You should be aware that your own financial institution may implement earlier cut-off times with regard to electronic payment, and you should therefore take this into consideration when making payment. It is your responsibility to ensure that funds submitted electronically are received by 1:00pm (WST) on the Offer Closing Date.

A completed and lodged Application Form together with the application moneys for cannot be withdrawn and constitutes a binding application on the terms set out in this Prospectus. If an Application Form is not completed correctly, then the Board at its absolute discretion can reject it or treat it as valid. The Board’s decision is final on whether to accept or reject an Application Form, or how to construe, amend, or complete it.

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

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

4.6 Allotment

Subject to the Company complying with Chapters 1 and 2 of the ASX Listing Rules, allotment of Securities pursuant to the Offer will take place as soon as practicable after the Closing Date. Prior to allotment, all application moneys shall be held by the Company on trust. The Company, irrespective of whether the allotment of Securities takes place, will retain any interest earned on the application moneys.

The Directors reserve the right to allot Securities in full for any application or to allot any lesser number or to decline any application. Where the number of Shares allotted is less than the number applied for, or where no allotment is made, the surplus application moneys will be returned by cheque to the applicant within 7 days of the allotment date.

4.7 ASX Listing

Application for Official Quotation by ASX of the Securities offered pursuant to this Prospectus will be made within 7 days after the date of this Prospectus. If approval is not obtained from ASX before the expiration of 3 months after the date of issue of the Prospectus, (or such period as varied by the ASIC), the Company will not issue any Securities and will repay all application moneys for the Securities within the time prescribed under the Corporations Act, without interest.

The fact that ASX may grant Official Quotation to the Securities is not to be taken in any way as an indication of the merits of the Company or the Securities now offered for subscription.

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4.8 Underwriter

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

4.9

Commissions on Application Forms

The Company reserves the right to pay a commission of up to 5% (inclusive of goods and services tax) of amounts subscribed to any licensed securities dealers or Australian Financial Services licensee in respect of valid applications lodged and accepted by the Company and bearing the stamp of the licensed securities dealer or Australian Financial Services licensee. A management fee of 1% will be payable to the Underwriter. Payments will be subject to the receipt of a proper tax invoice from the licensed securities dealer or Australian Financial Services licensee.

4.10 CHESS

The Company will apply to participate in the Clearing House Electronic Subregister System ( CHESS ). CHESS is operated by ASX Settlement and Transfer Corporation Pty Ltd ( ASTC ), a wholly owned subsidiary of ASX, in accordance with the Listing Rules and the ASTC Settlement Rules.

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

4.11

Applicants outside Australia

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

This Prospectus does not, and is not intended to, constitute an offer in any place or jurisdiction, or to any person to whom, it would not be lawful to make such an offer or to issue this Prospectus. The distribution of this Prospectus in jurisdictions outside Australia may be restricted by law and persons who come into possession of this Prospectus should seek advice on and observe any such restrictions. Any failure to comply with such restrictions may constitute a violation of applicable securities laws. In particular, the Securities have not been, and will not be, registered under the US Securities Act and may only be offered or sold:

• (a) in the United States to “qualified institutional buyers” in compliance with Rule 144A under the US Securities Act; and

• (b) outside the United States in “offshore transactions” in compliance with Regulation S under the US Securities Act and applicable local law.

It is the responsibility of applicants outside Australia to obtain all necessary approvals for the allotment and issue of the Shares pursuant to this Prospectus. The return of a completed Application Form will be taken by the Company to constitute a representation and warranty by the applicant that all relevant approvals have been obtained.

This Prospectus may not be distributed in the United States or elsewhere outside Australia unless it is attached to, or constitutes a part of, an International Offering Circular that further describes applicable selling restrictions.

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4.12 Privacy statement

If you complete an Application Form, you will be providing personal information to the Company (directly or by the Company’s share registry). The Company collects, holds and will use that information to assess your application, service your needs as a Securityholder, facilitate distribution payments and corporate communications to you as a Securityholder and carry out administration.

The information may also be used from time to time and disclosed to persons inspecting the register, bidders for your Securities in the context of takeovers, regulatory bodies, including the Australian Taxation Office, authorised securities brokers, print service providers, mail houses and the Company’s Share Registry.

You can access, correct and update the personal information that we hold about you. Please contact the Company or its Share Registry if you wish to do so at the relevant contact numbers set out in this Prospectus.

Collection, maintenance and disclosure of certain personal information is governed by legislation including the Privacy Act 1988 (Cth) (as amended), the Corporations Act and certain rules such as the ASTC Settlement Rules. You should note that if you do not provide the information required on the Application Form, the Company may not be able to accept or process your application.

4.13 Withdrawal

The Directors may at any time decide to withdraw this Prospectus and the Offer in which case the Company will return all application moneys without interest within 28 days of giving notice of withdrawal.

4.14 Enquiries

Any questions concerning the Offer should be directed to Deborah Ambrosini, Company Secretary, on +61 (08) 9328 8366 or email: deborah@bphcorporate.com.au.

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5. COMPANY AND PROJECT OVERVIEW

• 5.1 Advent Energy Ltd

Advent Investment

As at the date of this Prospectus, the Company has invested a total of $14.3 million in the share capital of Advent Energy and holds 28.6 million ordinary fully paid Advent shares (equal to approximately 21.29% of Advent’s issued share capital).

Subject to Shareholder approval (pursuant to ASX Listing Rules 10.1 and 11.1.2), the Company proposes to invest in up to a further 12 million Advent shares pursuant to the terms of the Placement Agreement.

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

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

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

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

Background

Advent Energy is an unlisted oil and gas exploration company based in Perth, Western Australia. Advent Energy is seeking equity capital to assist in its exploration objectives. Advent Energy has successfully raised in excess of a $22 million in the past 12 months.

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

Offshore Sydney Basin – PEP 11

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

The offshore Sydney Basin is an untested but proven petroleum basin situated along the heavily populated and industrialised central coast of New South Wales. No drilling has taken place in the offshore Sydney Basin, despite a number of wells drilled in the adjacent onshore Sydney Basin which have flowed gas or encountered oil shows.

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Covered by PEP 11, a 200km long, 8,250km[2] permit, the offshore Sydney Basin is a significant exploration area with large scale structuring adjacent to the coastline from Wollongong to Newcastle (offshore NSW). Following reviews by Tanvinh Resources Pty Ltd of recently reprocessed seismic data, estimates of the prospective recoverable resources comprised in PEP 11 prospects and leads have recently increased to 13.2 Tcf (at the P50 or ‘best estimate’ level) of natural gas. Furthermore, analysis of pre-drilling site survey data over the Great White and Marlin prospects concluded that the geological sequence associated with these prospects is “likely” to contain zone(s) of gas.

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Figure 1: Schematic of Cainozoic prospects of PEP 11

The prospectivity of this proven petroleum basin has been further enhanced by the confirmation of the presence of apparent ongoing hydrocarbon seeps. Data collected by Geoscience Australia along the continental slope / permit margin has demonstrated active erosional features in conjunction with geophysical indications of gas escape.

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Furthermore, in reviews of its exploration data for the PEP 11 project, Advent has interpreted significant seismically indicated gas features. Evaluation of the reprocessed seismic data for Direct and Indirect Hydrocarbon Indicators ( DHI ) has revealed evidence of Flat Spots, Hydrocarbon Related Diagenetic Zones, and anomalous Amplitude Versus Offset features. Potential DHI have been observed coincident with key targets and increase the confidence for the first exploration well.

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Figure 2: Features observed across the permit

Successful exploration and field development of the anticipated volumes of natural gas reported could have a positive impact on New South Wales’ and Australia’s energy industry. PEP 11 lies adjacent to the Sydney-WollongongNewcastle greater metropolitan area, with a population of approximately 5 million people. Traditionally, all natural gas used in New South Wales has been piped in from South Australia and the Bass Strait. However, studies by the Australian Bureau of Agricultural and Resource Economics and the Australian Petroleum Production and Exploration Association state that those sources may not be able to meet the demand for gas in the medium to longer term. Current growth in demand for gas is driven primarily by the electricity generation sector and the mining sector, and reflects the shift to less carbon intensive fuels in a carbon constrained environment.

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

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Asset has contracted the Ocean Patriot semi-submersible drilling rig to drill the first well in PEP 11. The Ocean Patriot is due to drill two wells in Bass Strait, offshore Victoria for another major operator prior to commencing work for Asset. The exact timing of that two well programme is to be determined and it is currently anticipated that the rig will be available to commence the PEP 11 drilling programme in early December 2010.

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

Asset has lodged appropriate approval documents with relevant NSW and Commonwealth government departments and agencies. To date, key approvals have been received by National Offshore Petroleum Safety Authority for the revision to the vessel safety case, and from the Department of Industry and Investment NSW for the environment plan, oil spill contingency plan and well operations management plan. Formal advice regarding the Environment Protection and Biodiversity Conservation Act 1999 (Cth) referral is pending.

Exmouth sub-Basin region of the Carnarvon Basin

Advent has an 8.3% interest (Permit Operator: Strike Oil Ltd) in a shallow, near shore permit in the Exmouth sub-Basin region of the Carnarvon Basin, which contains the undeveloped Rivoli Gas Field discovery. The Rivoli Joint Venture is considering a proposal to develop the Rivoli Gas Field to supply gas to nearby infrastructure at Exmouth.

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Figure 4: Schematic location map of EP 325

Onshore Bonaparte Basin

Advent Energy holds EP 386 and RL 1 in the onshore Bonaparte Basin in northern Australia. The Bonaparte Basin is a hydrocarbon-bearing sedimentary basin straddling the border between the Northern Territory ( NT ) and Western Australia ( WA ). Most of the basin is located offshore, covering 250,000km[2] , compared to just over 20,000km[2] onshore.

Advent holds 100% of Exploration Permit EP 386 (4,760 km[2] ) which covers the entire Western Australian section of the onshore Bonaparte Basin. The permits contain five sub-commercial gas fields which could potentially be advanced to commercial status with additional work, and previously three modest gas discoveries have been made along the western edge of the onshore Bonaparte Basin.

In the NT, Advent Energy holds 100% of Retention Lease RL 1 (166km[2] ), which covers the Weaber Gas Field and two related prospects, Weaber North and Weaber Southwest. Geoscience Australia has estimated that the Weaber field contains 4.3 million barrels of oil equivalent.

Reports received by Advent Energy from Tanvinh Resources following investigation of well completion reports and drill stem testing data from EP 386 and RL 1 wells, confirm there is evidence from pressure data that there is considerable upside potential in the area if drilling damage can be avoided. Advent has initiated a multi-phased study to address methods of minimising formation damage and significantly improve gas flow rates.

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EP 386 is currently the subject of a renewal application with the Western Australian Department of Mines and Petroleum.

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Figure 5: Location of EP386 and RL 1

5.2 Central Petroleum Ltd

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

Central Petroleum is actively exploring its tenements that cover approximately 250,000km[2] of central Australia and is currently drilling the Surprise 1 well. Central Petroleum’s last well at Johnston West reported 128m of gross hydrocarbon shows of oil and gas.

5.3 Molecular Discovery Systems Limited

Novel Anti-Mitotic Cancer Therapeutics

A team of expert cancer cell biology researchers at Molecular Discovery Systems has used state-of-the-art technology to screen synthetic molecules and natural extracts for new anti-cancer drugs. Using high-content imaging and computational analyses, these drug screening efforts have now yielded several new compounds that potently inhibit cancer cell proliferation.

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One of these new anti-proliferative compounds discovered by MDSystems’ cancer cell biology researcher, Dr Robin Scaife, has undergone extensive development toward pre-clinical testing of anti-cancer activity. Detailed analyses of chemical analogues of the new drug have yielded a new compound that exhibits nearly 1,000 times the biological activity of the initial entity derived by the primary screening process.

The potential new drug has also recently undergone testing in animals designed to rule out adverse toxic side effects. Animals exposed to very high levels of the new drug exhibited no signs of acute toxicity. MDSystems’ potential new anticancer drug is, therefore, primed for pre-clinical testing of anti-tumour activity.

The inhibition of cell proliferation and induction of cancer cell death is due to the anti-mitotic activity of these new drugs. Anti-mitotic drugs, such as the blockbuster microtubule cancer drug Taxol[®] , have long been considered to be among the most clinically important cancer drugs discovered to date, generating revenue well in excess of one billion USD/year. More recently, it has been recognised that some of these microtubule drugs also selectively target the tumour vasculature. Since targeting of the tumour vasculature causes rapid tumour shrinkage, a number of new microtubule drugs have been developed in recent years by a range of pharmaceutical companies. In light of encouraging initial clinical results, these new microtubule drugs are currently undergoing extensive testing for anti-cancer activity in humans. The microtubule perturbing compounds recently discovered by researchers at MDSystems have the potential to join this class of highly-promising new anti-cancer drugs.

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

HLS5 Technology

MDSystems is working with the Western Australian Institute for Medical Research ( WAIMR ) to develop and validate HLS5 as a novel tumour suppressor gene. A concerted research effort by leading Australian scientists has revealed that HLS5 works through multiple pathways that may target cancer as well as a range of other diseases such as Huntingtons, Parkinsons and HIV infection.

Professor Peter Klinken and his team at WAIMR have been awarded a grant for Melanoma Research from the Scott Kirkbride Melanoma Research Centre. As a direct consequence of the grant, the team at WAIMR has been investigating the tumour suppressor gene HLS5 and its potential influence in melanoma. The team at WAIMR has uncovered a role for HLS5 in leukaemia and breast cancer, and during that process the team also noticed that the gene interacts with a number of key proteins involved in one of the known growth pathways associated with melanoma. It has been able to demonstrate that HLS5 associates with proteins that are able to regulate the growth and migration of melanoma cells.

The investigation into the role of HLS5 has progressed well this year. To further understand the role of HLS5, the team is developing both cell lines and whole animals that have down regulated HLS5. A new laboratory environment has been created to enable the generation of these cell lines. The aim of the research will be to precisely define the biochemical function of HLS5. The tumour suppressor gene HLS5 has had a large volume of data gathered with WAIMR’s continued support.

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MDSystems has developed an extensive patent portfolio, both as a potential therapeutic target and also underpinning its involvement in a variety of disease pathways. The patent portfolio surrounding HLS5 is currently going through National Phase filings in Australia and Europe. The patent “Tumour Suppressor Factor” No. 7560253 has been issued as a patent in the United States of America.

As a consequence of the recent spinoff of Molecular Discovery Systems from BPH Corporate Ltd, the Company no longer holds 100% of the HLS5 technology. Under the spinoff, approximately 76.34% of this technology was distributed to BPH Corporate Shareholders, with 20% being retained by the Company.

5.4 Cortical Dynamics Limited

BAR Technology

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

The theory was developed by Professor David Liley who heads the scientific team at Cortical Dynamics, and, for the first time, provides a meaningful way of relating brain electrical activity to the underlying physiological processes that generate it. Cortical Dynamics has indicated that it is confident that the resulting Brain Anaesthesia Response ( BAR ) analysis methodology and index will be a more sensitive measure of the state of the brain during anaesthesia than the current alternatives. Alternative technologies are based on detecting empirical correlations between subjective assessments of the level of consciousness and a range of parameters derived from the quantitative analysis of EEG. This brain activity monitor also has potential in neuro-diagnostic applications, including the detection of the early onset of neurodegenerative diseases such as Alzheimers and Parkinsons, and in drug monitoring associated with these conditions.

Cortical Dynamics’ core technology can be used to monitor a number of clinical processes. The BAR monitor has been developed by Cortical Dynamics to detect the effect of anaesthetic agents on brain activity and assist anaesthetists in keeping patients optimally anaesthetised. The research funded through the National Health and Medical Research Council Development Grant has enabled substantial improvements in the performance of the BAR monitor. In particular, it has resulted in the development of a modified sensor layout having improved performance and sensitivity, as well as an upgrade of the data acquisition module to enable a greater resilience to the effects of noise and artefact in a range of clinical monitoring situations.

Cortical Dynamics’ team has completed two clinical trials at the Royal Melbourne Hospital. The first trial was designed to test the sensitivity of a new method in quantifying the effect various levels of nitrous oxide have on measures of anaesthetic depth. The results were published in the peer-reviewed international journal Computers in Biology and Medicine . The second trial was designed to evaluate the sensitivity of the BAR methodology to opioids and other intravenous anaesthetic drugs. These trials have provided evidence that the BAR algorithm is more sensitive than competitive monitors in detecting the effects of anaesthetics on brain activity.

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Cortical Dynamics has analysed a comprehensive data set obtained from European collaborators. The analysis of this European data set using the BAR methodology unambiguously indicated that the effects of remifentanil (a powerful synthetic opioid) and propofol (a widely used intravenous general anaesthetic agent) on brain electrical activity can be differentiated. These results suggest that analgesia and anaesthesia may be monitored independently using the EEG. The results of this analysis have been presented at the Australian and New Zealand College of Anaesthetists, and also published in the prestigious journal Anaesthesiology in 2010.

The technology also has many other emerging applications, including neurodiagnostics pain response monitoring and neuropharmaceutical drug evaluation, which will be developed subsequent to the depth of anaesthesia monitoring system reaching the market.

Cortical Dynamics’ strategic focus is to validate the BAR systems measurement and monitoring of depth of anaesthesia and to complete development of market ready stand alone products and modules that integrate with market leading holistic patient monitoring systems. Cortical will continue to explore collaborative arrangements, such as those with the European researchers, to facilitate development and commercialisation of Cortical’s technology.

Cortical Dynamics has developed an extensive patent portfolio which is currently going through National Phase filings in Australia, New Zealand, Japan, China, USA and Europe, and has this year been granted Patent No. 2004206763 for the patent “Method of monitoring brain function” in Australia.

5.5 Diagnostic Array Systems Pty Ltd

Diagnostic Array Systems ( DAS ) has created the BacTrak™ System which is a diagnostic test for the detection of respiratory infections (e.g. diagnosis of pneumonia, Tuberculosis and Legionella disease). The system identifies the cause of disease by testing for multiple bacteria in a single sputum sample quickly, efficiently and more accurately than current techniques. The test has important implications for the clinical management of infectious diseases by identifying the specific bacteria responsible for a disease and suggesting the most effective therapy. Utilisation of the novel test is intended to provide more information, more quickly, than alternative methods. It has the potential to accelerate therapeutic treatment, lead to a reduction in hospitalisations and help reduce the overuse of antibiotics.

Amongst all infectious diseases, respiratory are the most common illnesses in the world. They are highly contagious and are easily spread. The disease causing bacteria can remain in the air where they can easily reach other individuals by inhalation. The number of patients suffering from respiratory infections is increasing, as is the number of deaths caused by these diseases. DAS has completed its research with in-house validation and has been in discussions with third parties to license the technology.

BPH has assisted with funding the development of BacTrak™, which includes a number of key features that underpin its commercial potential. These features include rapid simultaneous detection of 16 respiratory pathogens including Tuberculosis, Legionella, and Methycillin resistant Staphylococcus Aureus, and sensitivity and positive confirmation for the 16 pathogens from easily obtained clinical sputum samples.

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The core technology underlying this multiplexed screening is protected by international patents currently going through National Phase filings in Australia, China, Europe and the US. BPH is confident that the BacTrak™ technology and/or intellectual property will yield a substantial return on negotiation and completion of a suitable out-licensing deal.

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6. DIRECTORS AND CORPORATE GOVERNANCE

6.1 Directors

Mr David Breeze

Managing Director – Age 57

David is a corporate finance specialist with extensive experience in the stock broking industry and capital markets. He has been a corporate consultant to Daiwa Securities; was formerly Manager of Corporate Services for Eyres Reed McIntosh and the State Manager and Associate Director for the stock broking firm BNZ North’s.

David has a Bachelor of Economics and a Masters of Business Administration, and is a Fellow of the Financial Services Institute of Australasia and a Fellow of the Institute of Company Directors of Australia. He has published in the Journal of Securities Institute of Australia and has also acted as an Independent Expert under the Corporations Act. David is an Executive Director of Advent Energy Ltd and ASX listed companies Grandbridge Limited and MEC Resources Ltd.

Mr Hock Goh

Non Executive Director – Age 55

Hock was formerly President of Network and Infrastructure Solutions, a division of Schlumberger Limited, based in London with revenue in excess of US$1.5 billion. He had global responsibility of Schlumberger’s outsourcing services, security, business continuity and networked related business units. Prior to that, Hock was President of Schlumberger Asia based in Beijing, China where he managed their Asian operations consisting of a broad range of services, including oil field services, outsourcing, financial software and smartcards.

In his 25-year career with Schlumberger, Hock held several other field and management responsibilities in the oil and gas industry spanning more than ten countries in Asia, the Middle East and Europe. Hock started as an oil field service engineer in Indonesia in 1980 before moving to Australia where he worked on the rigs in Roma, Queensland, Bass Strait in Victoria and the Northwest Shelf, offshore Western Australia.

Hock is a partner with Baird Capital Partners Asia, an affiliate of the U.S. based Baird Private Equity, providing growth capital to middle-market companies in health care, business services and manufactured products. Baird Private Equity has raised and managed $1.7 billion in capital.

Hock is also the Chairman of MEC Resources Ltd, an ASX listed oil and gas exploration company, as well as Chairman of Netgain Systems, a network monitoring software provider. He also serves on the Board of KS Distribution Pte Ltd, a Singapore based energy related distribution company, and THISS Technologies Pte Limited, a Singapore based satellite communication provider.

He received his Bachelor of Engineering (Hons) in Mechanical Engineering from Monash University, Australia. He also completed an Advanced Management Program at INSEAD/ France in 2004.

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Mr Greg Gilbert

Non Executive Director – Age 63

Greg is a specialist in strategy and planning and works in the health and aged care sector. He has a Masters of Science from Cranfield University in the UK and, in addition, has a Masters of Health Administration from La Trobe University, a Masters of Business Administration from Deakin University, a Bachelor of Arts from the University of Queensland, and a Diploma of Applied Science from the Royal Military College, Duntroon.

Greg has an extensive background in merchant banking and banking, having held the position Global Head of Strategy and Finance and Project Director Global Credit Review with the National Australia Bank, as well as having worked in executive roles with Capel Court Investment Bank, CIBC Australia Limited and B&C Capital.

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

A former Lieutenant Colonel in the Australian Defence Force, he has extensive senior management experience in strategic planning, financial management, change management and project management as well as merchant banking and corporate advisory experience in mergers and acquisitions and valuations.

Ms Deborah Ambrosini

Executive Director and Company Secretary – Age 37

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

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

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

6.2 Corporate governance

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

6.3 The Board of Directors

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

• (a) maintain and increase Shareholder value;

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

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

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

• (a) developing initiatives for profit and asset growth;

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

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

• (d) identifying business risks and implementing actions to manage those risks and corporate systems to assure quality.

The Company is committed to the circulation of relevant materials to Directors in a timely manner to facilitate Directors’ participation in the Board discussions on a fully-informed basis.

6.4 Composition of the Board

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

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

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

No formal nomination committee or procedures have been adopted for the identification, appointment and review of the Board membership, but an informal assessment process, facilitated by the Chairman in consultation with the Company’s professional advisers, has been committed to by the Board.

6.5 Independence

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

Materiality is to be assessed on a case by case basis and, as a general policy guide to materiality, a threshold of 5% of balance sheet net assets of the Company is considered to be relevant in determining materiality.

Directors are considered independent if they:

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

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

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• (c) have not served on the Board for a period which could or could reasonably be perceived to materially interfere with their ability to act in the best interests of the Company;

• (d) are not a substantial shareholder of the Company or an associate or officer of a substantial shareholder of the Company; and

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

Irrespective of the determination of independence, Directors must strictly adhere to the constraints on their participation and voting in relation to matters in which they may have an interest in accordance with the Corporations Act and the Company’s policies.

6.6 Conflict of interest

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

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

• (a) take such steps as are necessary and reasonable, within a period specified by the Board, to remove any conflict of interest; or

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

The Board member concerned shall not vote on matters to which the conflict relates, nor initiate or take part in any Board discussion on matters to which the conflict relates (either in the Board meeting or with other Board members before or after the Board meeting), unless expressly invited to do so by unanimous agreement by all other Board members present.

If a Board member alleges that another Board member has a conflict of interest, whether existing or potential, and if the Board cannot resolve this allegation to the satisfaction of both parties, that matter shall be referred to the Ethics Committee (if one has been established). The Ethics Committee will make a recommendation to the Board as to what action shall be taken. If no Ethics Committee has been established, the conflict shall be dealt with by the Board, with the affirmative vote of no less than 1 independent Director.

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

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

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

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

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

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6.7 Independent professional advice

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

6.8 Remuneration arrangements

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

The total maximum remuneration of Non-executive Directors is the subject of a Shareholder resolution in accordance with the Company’s Constitution, the Corporations Act and the ASX Listing Rules, as applicable. The determination of Non-executive Directors’ remuneration within that maximum will be made by the Board having regard to the inputs and value to the Company of the respective contributions by each Non-executive Director. The current limit, which may only be varied by Shareholders in general meeting, is an aggregate amount of $250,000 per annum.

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

6.9 External audit

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

6.10 Audit committee

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

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

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

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

6.11 Identification and management of risk

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

6.12 Ethical standards

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

BPH CORPORATE LTD - 33 -

7. INVESTIGATING ACCOUNTANT’S REPORT

BPH CORPORATE LTD - 34 -

19 November 2010

The Board of Directors BPH Corporate Ltd 14 View St NORTH PERTH WA 6006

Dear Sirs

Investigating Accountant’s Report – BPH Corporate Ltd

1. Introduction

This Investigating Accountant’s Report (the “Report”) has been prepared at the request of the Directors of BPH Corporate Ltd (“BPH” or “the Company”) for inclusion in a Prospectus to be dated on or around 19 November 2010 (the “Prospectus”).

The Prospectus is for the conditional offer of shares to the value of $10,000,000 at an issue price per share of the higher of 20 cents and 80% of the volume weighted average price (“VWAP”) per share calculated over the 5 days on which sales in shares are recorded before the issue date, together with 1 free attaching option exercisable at 20 cents for every 5 shares issued. The Company may accept oversubscriptions at the issue price to the value of a further $10,000,000, together with 1 free attaching option exercisable at 20 cents for every 5 shares issued. The maximum amount that may be raised under the Prospectus is therefore $20,000,000 before costs (“Maximum Subscription”).

The Prospectus is conditional on a number of items. Please refer to Section 4.3 of the Prospectus for more information on the conditions.

2. Basis of Preparation

This Report has been prepared to provide investors with information on the historical financial position of the Company and the pro forma historical statement of financial position at 30 September 2010 as noted in Appendix 1. The pro forma historical statement of financial position is presented in an abbreviated form insofar as it does not include all of the disclosures required by the Australian Accounting Standards applicable to annual financial reports in accordance with the Corporations Act 2001 .

This Report does not address the rights attaching to the shares to be issued in accordance with the Prospectus, nor the risk associated with the investment, and has been prepared based on the complete offer being achieved. MGI Perth Corporate Finance Pty Ltd (“MGICF”) has not been requested to consider the prospects for the Company, the shares on offer and related pricing issues, nor the merits and risks associated with becoming a shareholder and accordingly, has not done so, nor purports to do so. MGICF accordingly takes no responsibility for these matters or for any matter or omission in the Prospectus, other than responsibility for this Report. Risk factors are set out in Section 9 of the Prospectus.

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

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3. Background

BPH has interests spanning the biotechnology and resources industries.

During the financial year ended 30 June 2010, BPH initiated its exclusive option to acquire between 9.7% and 19.4% of unlisted oil and gas exploration company, Advent Energy Ltd (“Advent”) by making an initial investment of $7 million, followed by a further investment of $5.8 million in April 2010, thereby increasing its holding to $12.8 million. On 4 October 2010 BPH acquired a further holding of 3 million shares in Advent from MEC Resources Ltd (“MEC”).

On 11 October 2010 BPH announced that it had entered into a conditional agreement to subscribe for up to 12 million ordinary fully paid shares in Advent, thereby increasing its investment in Advent to up to 27.7% (“Advent Investment”).

On 4 November 2010, BPH announced that it is to hold a General Meeting on 3 December 2010 to obtain shareholder approval for:

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• Changing the Company’s nature and scale of activities

• Consolidating the Company’s issued share capital

• Approving the Advent Investment, and

• Changing the Company’s name to BPH Energy Limited.

The Prospectus is conditional on the shareholders approving the items above.

Key personnel of BPH include:

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• Mr David Breeze (Managing Director)

• Mr Hock Goh (Non-executive Director)

• Mr Greg Gilbert (Non-executive Director)

• Ms Deborah Ambrosini (Executive Director)

4. Scope

We have reviewed the pro forma historical statement of financial position in order to report whether anything has come to our attention which causes us to believe that the pro forma historical statement of financial position, as set out in Appendix 1 of this Report, does not present fairly the pro forma historical statement of financial position at 30 September 2010, on the basis of preparation, accounting policies and the pro forma transactions and/or adjustments described in Appendix 2, and in accordance with the recognition and measurement requirements (but not all of the disclosure requirements) of Australian Accounting Standards (including the Australian Accounting Interpretations) issued by the Australian Accounting Standards Board.

The historical financial information set out in Appendix 1 to this Report has been extracted from the unaudited management accounts of the Company for the period ended 30 September 2010.

The directors of the Company are responsible for the preparation and presentation of the historical financial information including the determination of the pro forma transactions and/or adjustments.

We have conducted our review of the pro forma historical statement of financial position in accordance with Australian Standard on Review Engagements ASRE 2405 “ Review of historical financial information other than a financial report” . We made enquiries and performed such procedures as we, in our professional judgment, considered reasonable in the circumstances, including:

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

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

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

• Enquiry of directors, management and others;

• Review of contractual arrangements; and

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

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

In relation to the information presented in this Report:

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

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

• the going concern basis of accounting has been adopted.

5. Conclusion:

(a) Historical statement of financial position

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

(b) Pro-forma historical statement of financial position

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

6. Subsequent events

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

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7. Independence, Disclosure of interest and Consent

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

8. Responsibility

MGICF was not involved in the preparation of any part of the Prospectus, and accordingly, makes no representations or warranties as to the completeness and accuracy of any information contained in any other part of the Prospectus.

MGICF consents to the inclusion of this Report in the Prospectus in the form and context in which it is included. At the date of this Report, this consent has not been withdrawn.

9. General advice warning

This Report has been prepared, and included in the Prospectus, to provide investors with general information only and does not take into account the objectives, financial situation or needs of any specific investor. It is not intended to take the place of professional advice and investors should not make specific investment decisions in reliance on the information contained in this Report. Before acting or relying on any information, an investor should consider whether it is appropriate for their circumstances having regard to their objectives, financial situation or needs.

Yours sincerely

MGI PERTH CORPORATE FINANCE PTY LTD

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TJ SPOONER CA FCA(UK) ACIS

DIRECTOR

APPENDIX 1 BPH CORPORATE LTD PRO FORMA HISTORICAL STATEMENT OF FINANCIAL POSITION

Note Current assets Cash and cash equivalents 3 Trade and Other receivables Total current assets Non-current assets Financial assets 4 Intangibles Property, plant & equipment Total non-current assets Total assets Current Liabilities Trade and other payables Financial liabilities Provisions Total current liabilities Total liabilities Net assets Equity Issued capital 5 Option reserve Retained earnings Minority equity interest Total equity	Reviewed 30 September 2010 $	Subsequent events $	Subsequent events $	Pro forma adjustments $	Pro forma adjustments $	Pro forma 30 September 2010 $	Maximum subscription $
	4,328,491 4,328,598	2(a) 1,248,000 -	2(b) - -	2(c) 9,276,442 -	2(d) (11,000,000) -	3,852,933 4,328,598	9,237,933 4,328,598
	8,657,089 14,417,739 72,454 1,710	1,248,000 - - -	- 1,500,000 - -	9,276,442 - - -	(11,000,000) 11,000,000 - -	8,181,531 26,917,739 72,454 1,710	13,566,531 30,917,739 72,454 1,710
	14,491,903	-	1,500,000	-	11,000,000	26,991,903	30,991,903
	23,148,992	1,248,000	1,500,000	9,276,442	-	35,173,434	44,558,434
	794,868 254,106 14,492	- - -	- - -	- - -	- - -	794,868 254,106 14,492	794,868 254,106 14,492
	1,063,466	-	-	-	-	1,063,466	1,063,466
	1,063,466	-	-	-	-	1,063,466	1,063,466
	22,085,526	1,248,000	1,500,000	9,276,442	-	34,109,968	43,494,968
	29,294,844 394,679 (7,611,809) 7,812	1,281,333 - (33,333) -	1,500,000 - - -	9,276,442 - - -	- - - -	41,352,619 394,679 (7,645,142) 7,812	50,737,619 394,679 (7,645,142) 7,812
	22,085,526	1,248,000	1,500,000	9,276,442	-	34,109,968	43,494,968

The pro forma historical statement of financial position is to be read in conjunction with the notes to and forming part of the pro forma historical statement of financial position in Appendix 2.

APPENDIX 2 BPH CORPORATE LTD NOTES TO AND FORMING PART OF THE PRO FORMA STATEMENT OF FINANCIAL POSITION

1. Summary of significant accounting policies

The significant accounting policies adopted in the preparation of the historical and the pro forma historical statement of financial position are:

(a) Basis of preparation of pro forma historical statement of financial position

The pro forma historical statement of financial position and notes have been prepared in accordance with the recognition and measurement requirements of Australian Accounting Standards and Accounting Interpretations issued by the Australian Accounting Standards Board.

The pro forma historical statement of financial position is presented in a condensed form and does not contain all the disclosures that are usually provided in accordance with the Australian Accounting Standards and the Corporations Act 2001 .

The pro forma historical statement of financial position has been prepared on an accruals basis, are based on historical cost and except where stated does not take into account changing money values or current valuations of non-current assets. Cost is based on the fair values of the consideration given in exchange for assets. The accounting policies have been consistently applied, unless otherwise stated.

(b) Principles of consolidation

A controlled entity is any entity BPH Corporate Limited has the power to control the financial and operating policies of so as to obtain benefits from its activities.

As at reporting date, the assets and liabilities of all controlled entities have been incorporated into the consolidated financial statements as well as their results for the year then ended.

The results of subsidiaries acquired or disposed of during the year are included in the consolidated statement of comprehensive income from the effective date of acquisition and up to the effective date of disposal, as appropriate.

All inter-company balances and transactions between entities in the economic entity, including any unrealised profits or losses, have been eliminated on consolidation. Accounting policies of subsidiaries have been changed where necessary to ensure consistencies with those policies applied by the parent entity.

Non-controlling interests in the results and equity of subsidiaries are shown separately in the statement of comprehensive income, statement of changes in equity and statement of financial position respectively.

Changes in the Group’s interests in subsidiaries that do not result in a loss of control are accounted for as equity transactions. The carrying amounts of the Group’s interests and the non-controlling interests are adjusted to reflect the changes in their relative interests in the subsidiaries. Any difference between the amount by which the non-controlling interests are adjusted and the fair value of the consideration paid or received is recognised directly in equity and attributed to owners of the Company.

When the Group loses control of a subsidiary, the profit or loss on disposal is calculated as the difference between (i) the aggregate of the fair value of the consideration received and the fair value of any retained interest and (ii) the previous carrying amount of the assets (including goodwill), and liabilities of the subsidiary and any non-controlling interests. Amounts previously recognised in other comprehensive income in relation to the subsidiary are

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accounted for (i.e. reclassified to profit or loss or transferred directly to retained earnings) in the same manner as would be required if the relevant assets or liabilities were disposed of. The fair value of any investment retained in the former subsidiary at the date when control is lost is regarded as the fair value on initial recognition for subsequent accounting under AASB 139 Financial Instruments: Recognition and Measurement or, when applicable, the cost on initial recognition of an investment in an associate or jointly controlled entity.

(c) Cash and cash equivalents

Cash and cash equivalents include cash on hand, deposits held at call with banks, other short-term highly liquid investments, and bank overdrafts. Bank overdrafts are shown within short-term borrowings in current liabilities on the statement of financial position.

(d) Investment in associates

Associates are all entities over which the group has significant influence but not control or joint control, generally accompanying a shareholding of between 20% and 50% of the voting rights. Investments in associates are accounted for in the parent entity financial statements using the cost method and in the consolidated financial statements using the equity method of accounting, after initially being recognised at cost. The equity method of accounting recognises the group’s share of post-acquisition reserves of its associates.

The group’s share of its associates’ post-acquisition profits or losses is recognised in the profit or loss, and its share of post-acquisition movements in reserves is recognised in other comprehensive income. The cumulative post-acquisition movements are adjusted against the carrying amount of the investment.

Dividends receivable from associates are recognised in the parent entity’s profit or loss, while in the consolidated financial statements they reduce the carrying amount of the investment.

When the group’s share of losses in an associate equals or exceeds its interest in the associate, including any other unsecured long-term receivables, the group does not recognise further losses, unless it has incurred obligations or made payments on behalf of the associate. Unrealised gains on transactions between the group and its associates are eliminated to the extent of the group’s interest in the associates. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred. Accounting policies of associates have been changed where necessary to ensure consistency with the policies adopted by the group.

(e) Impairment of assets

At each reporting date, the group reviews the carrying values of its tangible and intangible assets to determine whether there is any indication that those assets have been impaired. If such an indication exists, the recoverable amount of the asset, being the higher of the asset's fair value less costs to sell and value in use, is compared to the asset's carrying value. Any excess of the asset's carrying value over its recoverable amount is expensed to the profit or loss.

Impairment testing is performed annually for goodwill and intangible assets with indefinite lives.

Where it is not possible to estimate the recoverable amount of an individual asset, the group estimates the recoverable amount of the cash-generating unit to which the asset belongs.

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(f) Trade and other payables

Liabilities are recognized for amounts to be paid in the future for goods or services received, whether or not billed to the consolidated entity. The amounts are unsecured and are usually paid within 30 days.

2. Pro forma adjustments

(a) Proceeds from entitlement issue

On 15 October 2010, the Company issued 16,016,667 ordinary shares at 8 cents per share raising a total of $1,281,333. Of this amount $33,333 represents 416,667 shares issued for consideration of consultancy services.

(b) Acquisition of shares in Advent Energy Ltd from MEC Resources Ltd

Under the share sale agreement with MEC Resources (approved at the general meeting held on 4 October 2010), the Company issued 18,750,000 ordinary shares at an issue price of 8 cents ($1,500,000) to MEC Resources Ltd as consideration for 3,000,000 fully paid ordinary shares in Advent Energy Ltd.

(c) Proposed capital raising

Under the Prospectus, the Company will offer shares to the value of $10,000,000 at an issue price of the higher of 20 cents and 80% of the VWAP calculated over the 5 days on which sales in shares are recorded before the issue date (Issue Price), together with 1 free attaching option exercisable at 20 cents for every 5 shares issued. The net amount raised after cost will be $9,276,442

The company may accept oversubscriptions of shares at the Issue Price to the value of a further $10,000,000 (before issue costs), together with 1 free attaching option exercisable at 20 cents for every 5 shares issued. The net amount that will be raised after cost from the oversubscription is $18,661,442.

(d) Advent Investment

The Company has entered into a conditional agreement to subscribe for up to 12 million ordinary fully paid shares in Advent, thereby increasing its investment in Advent to up to 27.7%.

The Company is seeking to purchase up to 12,000,000 shares in Advent energy at an issue price of between $1.25 to $1.75 per share (to be determined on the completion of the Advent Bookbuild). Assuming the Company achieves its maximum subscription, the total amount payable would be $15,000,000 (at $1.25 per share) which would be increased by $6,000,000 if the share price is $1.75. In the event that only the Offered subscription is achieved, BPH may restrict its investment to $11,000,000.

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(e) Capital raising cost

The transaction costs of an equity transaction are accounted for as a deduction from the equity raised, in accordance with Australian Accounting Standards. The capital raising costs represent registration and other regulatory fees, legal, accounting and other professional fees and printing costs.

The transaction cost for the proposed transactions are:

ASIC fee ASX fees Advisers’ fees Printing Miscellaneous TOTAL	Offer $ Maximum subscription $ 2,068 2,068 35,000 50,000 662,000 1,262,000 15,000 15,000 9,490 9,490
	$723,558 $1,338,558

3. Cash and Cash Equivalents

Note Cash on hand- unaudited Proceeds from entitlement issue 2(a) Proceeds from capital raising 2(c) Advent Investment 2(d)	Unaudited 30 September 2010 $ 4,328,491 - - - -	Unaudited Pro-forma 30 September 2010 $ 4,328,491 1,248,000 9,276,442 (11,000,000)
		3,852,933

If the Maximum subscription is received and the Company invests $15,000,000 under the Advent Investment then the implication of this is that the Cash and Cash Equivalents balance will be approximately $9,237,933.

4. Non Current Financial Assets

Non current financial asset–unaudited Acquisition of Advent shares from MEC 2(b) Advent Investment 2(d)	14,417,739 - - -	14,417,739 1,500,000 11,000,000
		26,917,739

If the Maximum subscription is received and the Company invests $15,000,000 under the Advent Investment then the implication of this is that the Non Current Financial Assets will be approximately $30,917,739.

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5. Issued Capital

Note Balance at 30 September 2010– unaudited Proceeds from entitlement issue 2(a) Acquisition of shares from MEC 2(b) Proposed capital raising 2(c)	Unaudited 30 September 2010 $ 29,294,844 - - - 29,294,844	Unaudited Pro-forma 30 September 2010 $ 29,294,844 1,281,333 1,500,000 9,276,442
		41,352,619

Issued capital would increase by an additional $9,385,000 (net of costs) if the maximum subscription is achieved.

The number of shares issued will be determined by the Issue Price. Please refer to Section 3.5 of the Prospectus for an illustrated example of the number of shares issued under this Prospectus at various Issue Prices.

6. Related party disclosures

Transactions with Related Parties and Directors Interests are disclosed in Section 11 of the Prospectus.

7. Commitments and contingencies

The Company’s contractual commitments are discussed in more detail in the Material Agreements (Section 10) sections of this Prospectus.

8. RISK FACTORS

8.1 Introduction

The Securities offered under this Prospectus should be considered speculative.

The business activities of the Company are subject to various risks that may impact on the future performance of the Company. Some of these risks can be mitigated by the use of safeguards and appropriate systems and controls, but some are outside the control of the Company and cannot be mitigated. Accordingly, an investment in the Company carries no guarantee with respect to the payment of dividends, return of capital or price at which Securities will trade.

A number of material risk factors are set out below. This list is not exhaustive and potential Applicants should examine the contents of this Prospectus and consult their professional advisers before deciding whether to apply for Securities.

8.2 Reinstatement to Official Quotation

A further investment in Advent (such as under the Advent Investment) will constitute a change in the nature and scale of the Company’s activities and, accordingly, the Company is required to re-comply with Chapters 1 and 2 of the ASX Listing Rules as if it were seeking admission to the Official List of ASX for the first time. There is a risk that the Company may not be able to meet the requirements of the ASX for reinstatement to the Official List. Should this occur, the Securities offered under this Prospectus (and the Company’s existing issued Shares) will not be able to be traded on the ASX until such time as those requirements can be met, if at all.

8.3 General risks

Economic risks

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

Reliance on key management and personnel

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.

BPH CORPORATE LTD - 35 -

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 Securities 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 Offer. Neither the Company nor the Directors warrant the future performance of the Company or any return on the Company’s Securities.

Insurance

The Company will have insurance in place considered appropriate for the Company’s needs. The Company will not be insured against all possible losses, either because of the unavailability of cover or because the Directors believe the premiums are excessive relative to the benefits that would accrue. The Directors believe that the insurance the Company has in place is appropriate. The Directors will continue to review the insurance cover in place to ensure that it is adequate.

Unforeseen expenditure risk

Expenditure may need to be incurred that has not been taken into account in the preparation of this Prospectus. Although the Company is not aware of any such additional expenditure requirements, if such expenditure is subsequently incurred, this may adversely affect the expenditure proposals of the Company.

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 Offer and existing cash reserves. 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 level of investment it maintains in it investee companies.

8.4 Specific Risks

Issue Price unknown

The Issue Price per Share is unknown as at the date of this Prospectus. The Company proposes to seek Shareholder approval at the General Meeting to the issue of Shares under this Prospectus at the higher of $0.20 and 80% of the VWAP calculated over the 5 days on which sales in the Shares are recorded before the Issue Date. Because the Issue Price is unknown, there is no certainty that the Company will raise sufficient funds to carry out its stated objectives in the manner proposed and accordingly, the Company may have to scale back or cancel altogether its proposed expenditure (including in relation to the Advent Investment).

BPH CORPORATE LTD - 36 -

Technologies rights

Securing rights to Technologies, and in particular patents, is an integral part of securing potential product value in the outcomes of biotechnology research and development. Competition in retaining and sustaining protection of Technologies and the complex nature of Technologies can lead to expensive and lengthy patents 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 Technologies 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 position of biotechnology companies can be highly uncertain and frequently involve complex legal and scientific evaluation, neither the breadth of claims allowed in biotechnology patents nor their enforceability can be predicted. There can be no assurance that any patents the Company or Universities may own or control or licence now and in the future will afford the Company commercially significant protection of the Technologies, or that any of the projects that may arise from the Technologies will have commercial applications.

Although the Company is not aware of any third party interests in relation to the Technologies rights of the Technologies, 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 disputes arise, they could adversely affect the Company.

Although the Company will implement all reasonable endeavours to protect its Technologies, there can be no assurance that these measures have been, or will be sufficient.

Research and development

The Company can make no representation that any of its research into or development of the Technologies will be successful, that the development milestones will be achieved, or that the Technologies will be developed into products that are commercially exploitable.

There are many risks inherent in the development of biotechnology products, particularly where the products are in the early stages of development. Projects can be delayed or fail to demonstrate any benefit, or research may cease to be viable for a range of scientific and commercial reasons

Oil & gas industry risks

• (a) Significant new investment: subject to Shareholder approval (pursuant to ASX Listing Rules 10.1 and 11.1.2), the Company intends to increase its investment in Advent Energy. The Placement Agreement gives the Company the opportunity to increase its interest from 21.29% to a maximum of 27.75% of Advent Energy’s share capital at a minimum price of $1.25 per Advent Energy share (subject to the Listing Rules). Risks associated with this significant investment include :

• (i) Illiquid investment : as Advent is an unlisted entity, there is a risk that there will not be a ready market for the Company to sell its Advent Energy shares;

BPH CORPORATE LTD - 37 -

• (ii) No controlling interest : the Company’s current interest in Advent and the further interest it will (subject to Shareholder approval) acquire under the Advent Investment, is not and will not amount to a controlling interest and accordingly the Company does 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 Advent Investment will have the effect of diluting Shareholders’ interests. In addition, the Company’s available cash reserves will be significantly reduced.

• (iv) 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.

• (v) Oil and gas price volatility : fluctuations in oil and gas prices and, in particular, a material decline in the price of oil or gas, may have a material adverse effect on Advent’s business and therefore the value of the Company’s investment in Advent Energy.

• (vi) Exploration and production licences: Advent’s operations 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 permit will be renewed or if so, on what terms.

These licences place a range of past, current and future obligations on Advent. 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 investment in Advent Energy.

• (vii) Expansion targets and operational delays: There can be no assurance that Advent 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’s operations. Any failure of management to identify problems at an early stage could have an adverse impact on Advent’s financial performance.

• (viii) 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 &

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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.

(ix) Limited operating history: Advent may not have assets 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 has not made profits to date and there is no assurance that it will do so in the future. A portion of Advent’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’s existing projects and from successful exploration efforts. There is no assurance that Advent will be able to raise the required funds to continue these activities.

(x) Additional financing: Advent is required to fund its share of approved exploration expenditure on certain of the properties on which it has exploration rights, failing which Advent’s exploration rights in the relevant property may be either reduced or forfeited. Advent 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 are through the issue of additional equity capital, project finance or borrowing. There is no assurance that Advent 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’s working capital (assuming full subscription) will not be sufficient to fund operations through. Advent Energy will therefore have to seek additional financing for operations at a later date.

(xi) Regulatory approvals: Advent’s operations 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). 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 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.

(xii) Environmental factors: Advent’s operations are subject to environmental regulation (including regular environmental

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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 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 non-compliance, more stringent environmental assessments of proposed projects and a heightened degree of responsibility for companies and their directors and employees.

• (xiii) Competition: The oil & gas exploration and production business is competitive in all of its phases. Advent competes with numerous other companies and individuals, including competitors with greater financial, technical and other resources than itself, in the search for and acquisition of exploration and development rights on attractive oil & gas properties. Advent’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 will continue to be able to compete successfully with its competitors in acquiring exploration and development rights on such properties.

• (xiv) Currency risk: Currency fluctuations may affect the cash flow that Advent hopes to realise from its operations, as oil & gas is sold and traded on the world markets in United States dollars. Advent’s costs are incurred primarily in Australian dollars and United States dollars.

(xv) 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.

• (xvi) 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 2011 as appropriate, however there is no guarantee that this will occur (either in 2011 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.

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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 another exchange, 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 its Advent shares 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 its Advent shares, the Company may realise less than the original amount invested.

(xvii) Market perception: Market perception of small oil & gas exploration companies may change and this could impact on the value of the Company’s holdings and impact on Advent’s ability to raise further equity capital.

• (b) Unitisation: In the case of any cross-border discovery or cross permit discovery involving another permit holder, the Company will be required to share production in accordance with the requirements of the relevant regulatory authorities of Western Australia, and/or the Northern Territory, and/or South Australia, and/or New South Wales, or of any relevant unitisation agreements agreed to between the parties, as the case may be.

Nature of BPH’s existing investments

The Company’s existing investments include a $14.3 million equity investment in Advent Energy Ltd, a 20% interest in MDSystems, a 3.89% interest in Cortical Dynamics Ltd and 51.82% interest in Diagnostic Array Systems Pty Ltd. 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

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claiming involvement in technological and medical discoveries and if any such disputes arise, they could adversely affect the Company.

Investment speculative

The above list of risk factors ought not to be taken as exhaustive of the risks faced by the Company or by investors in the Company. 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 the Securities offered under this Prospectus.

Therefore, the Securities to be issued pursuant to this Prospectus carry no guarantee with respect to the payment of dividends, returns of capital or the market value of those Securities.

Potential investors should consider that the investment in the Company is speculative and should consult their professional advisers before deciding whether to apply for Securities.

8.5

Regulatory risk

The introduction of new legislation or amendments to existing legislation by governments, developments in existing common law, or the respective interpretation of the legal requirements in any of the legal jurisdictions which govern the Company’s operations or contractual obligations, could impact adversely on the assets, operations and, ultimately, the Company’s financial performance and its Securities. In addition, there is a commercial risk that legal action may be taken against the Company in relation to commercial matters.

8.6 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.

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9. MATERIAL AGREEMENTS

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

9.1

Advent Energy Placement Agreement

The Company has entered into a conditional Placement Agreement with Advent Energy to subscribe for up to 12 million fully paid shares in the capital of Advent at an issue price determined under the Advent Bookbuild, but in any event no less than $1.25 and no greater than $1.75 per Advent share ( Placement Agreement ). The Placement Agreement is conditional upon:

• (a) the Company obtaining all regulatory and Shareholder approvals necessary to complete the Advent Investment, including without limitation, approval to change the nature and scale of the Company’s activities (as discussed in Section of this Prospectus) and to undertake the Consolidation;

• (b) the completion of the Offer; and

• (c) the Company complying with any requirements of ASX, including the requirements of Chapters 1 and 2 of the ASX Listing Rules.

9.2 Advent Energy Loan Agreement

The Company has entered into a secured Loan Agreement with Advent Energy ( Advent Energy Loan Agreement ) on the following material terms and conditions:

• (a) ( Principal ): The principal amount of the loan is $1 million, with further advances of up to an additional $3 million payable at the Company’s discretion.

• (b) ( Use of Loan funds ): The Loan funds must be applied towards payment of creditors and Advent Energy’s drilling and exploration of PEP 11 in accordance with approved programs and budgets.

• (c) ( Term ): The term of the Advent Energy Loan Agreement is 2 years ( Term ).

• (d) ( Interest ): Interest will be calculated daily on the amount outstanding at a rate of 9.25% pa and will be capitalised into the Loan until such time as the Loan and all outstanding moneys have been repaid.

• (e) ( Repayment ): The Loan must be fully and finally repaid, together with all outstanding moneys (including interest), at the end of the Term.

• (f) ( Security ): The Loan is secured by a fixed and floating charge over Advent Energy’s present and future undertakings, assets and rights.

9.3 Cortical Dynamics Converting Loan Agreement

The Company has entered into a secured Converting Loan Agreement with Cortical Dynamics Limited ( Cortical ) ( Converting Loan Agreement ) on the following material terms and conditions:

• (a) ( Principal ): The principal amount of the loan is $500,000 ( Loan ).

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• (b) ( Use of Loan funds ): The Loan funds must be used to fund Cortical’s short term working capital requirements and to satisfy creditors’ claims.

• (c) ( Term ): The Converting Loan Agreement commenced on 19 November 2010 and continues until the earlier of:

• (i) 18 November 2011;

• (ii) if Cortical is admitted to the Official List of ASX, the date falling 6 months after the admission date; and

• (iii) the date on which the Converting Loan Agreement is terminated or cancelled by the Company in accordance with its terms ( Term ).

• (d) ( Interest ): Interest accrues on the Loan at the rate of 8.16% pa and will be capitalised into the Loan until the Converting Loan Agreement is terminated, at which time all accrued interest will become payable.

• (e) ( Repayment ): The Loan must be fully and finally repaid, together with all outstanding moneys (including interest), at the end of the Term. Cortical may prepay the whole or any part of the Loan on any day prior to the end of the Term by giving the Company 7 days’ prior written notice.

• (f) ( Conversion ): If Cortical is admitted to the Official List of ASX at any time, and subject to the ASX Listing Rules and the Corporations Act, the Company is entitled to satisfy the repayment of all or any part of the Loan on or before the end of the Term by applying that amount towards payment for ordinary, fully paid Cortical shares to the Company at an issue price per Cortical share of $0.10.

• (g) ( Security ): The Loan is to be secured by a fixed and floating charge over Cortical’s present and future undertakings, assets and rights (including Cortical’s intellectual property rights).

9.4 Grandbridge Securities Underwriting Agreement

Pursuant to an Underwriting Agreement dated 19 November 2010 between the Company and Grandbridge Securities Pty Ltd ( Underwriter ) (an entity controlled by Grandbridge Limited), the Underwriter agrees to underwrite the Offer on a best endeavours basis up to a maximum of 100 million Shares (and 50 million free attaching Options) ( Underwriting Agreement ). MEC Resources Ltd, an entity of which BPH Directors, Mr David Breeze, Mr Hock Goh and Ms Deborah Ambrosini, are also directors, has agreed to sub-underwrite the Offer.

The Underwriter’s obligations under the Underwriting Agreement are subject to Shareholder approval of Resolutions 1 to 3 at the General Meeting and the Underwriter procuring such persons to sub-underwrite the subscription for the Offer Securities as it deems fit.

MEC, an entity which BPH Directors, Mr David Breeze, Mr Hock Goh and Ms Deborah Ambrosini, 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 Offer ( Underwritten Amount ) plus an issue

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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 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 ): a public statement is made by the Company without the Underwriter’s prior approval in relation to the Offer or the Prospectus and other than in accordance with the Underwriting Agreement;

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• (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 Offer 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 Official Quotation of the Offer Securities is qualified or conditional other than as agreed by the Underwriter or ordinary in the circumstances of a re-compliance with Chapters 1 and 2 of the ASX Listing Rules;

• (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 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;

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• (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 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.

9.5 Consulting Agreement – Trandcorp Pty Ltd

On 5 July 2004, the Company and Trandcorp Pty Ltd (an entity controlled by Mr David Breeze) entered into a Consulting Services Agreement Pursuant to which Mr Breeze agrees to provide product development consultancy services to the Company. Under the terms of the Consultancy Services Agreement, Mr Breeze is entitled to be paid an annual fee of $98,000 (plus GST).

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10. ADDITIONAL INFORMATION

10.1 Rights and liabilities attaching to Securities

Ordinary shares

The rights, privileges and restrictions attaching to Shares can be summarised as follows:

(a) General meetings

Shareholders are entitled to be present in person, or by proxy, attorney or representative to attend and vote at general meetings of the Company.

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

(b) Voting rights

Subject to any rights or restrictions for the time being attached to any class or classes of shares, at general meetings of shareholders or classes of shareholders:

each shareholder entitled to vote may vote in person or by proxy, attorney or representative;

on a show of hands, every person present who is a shareholder or a proxy, attorney or representative of a shareholder has one vote; and

on a poll, every person present who is a shareholder or a proxy, attorney or representative of a shareholder shall, in respect of each fully paid share held by him, or in respect of which he is appointed a proxy, attorney or representative, have one vote for the share, but in respect of partly paid shares shall have such number of votes as bears the same proportion to the total of such shares registered in the shareholder’s name as the amount paid (not credited) bears to the total amounts paid and payable (excluding amounts credited).

(c)

Dividend rights

Subject to the rights of persons (if any) entitled to shares with special rights to dividend the Directors may declare a final dividend out of profits in accordance with the Corporations Act and may authorise the payment or crediting by the Company to the shareholders of such a dividend. The Directors may authorise the payment or crediting by the Company to the shareholders of such interim dividends as appear to the Directors to be justified by the profits of the Company. Subject to the rights of persons (if any) entitled to shares with special rights as to dividend all dividends are to be declared and paid according to the amounts paid or credited as paid on the shares in respect of which the dividend is paid. Interest may not be paid by the Company in respect of any dividend, whether final or interim.

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(d) Winding-up

If the Company is wound up, the liquidator may, with the authority of a special resolution of the Company, divide among the shareholders in kind the whole or any part of the property of the Company, and may for that purpose set such value as he considers fair upon any property to be so divided, and may determine how the division is to be carried out as between the shareholders or different classes of shareholders. The liquidator may, with the authority of a special resolution of the Company, vest the whole or any part of any such property in trustees upon such trusts for the benefit of the contributories as the liquidator thinks fit, but so that no shareholder is compelled to accept any shares or other securities in respect of which there is any liability. Where an order is made for the winding up of the Company or it is resolved by special resolution to wind up the Company, then on a distribution of assets to members, shares classified by ASX as restricted securities at the time of the commencement of the winding up shall rank in priority after all other shares.

(e)

Transfer of Shares

Generally, Shares in the Company are freely transferable, subject to formal requirements, the registration of the transfer not resulting in a contravention of or failure to observe the provisions of a law of Australia and the transfer not being in breach of the Corporations Act or the Listing Rules.

(f)

Variation of rights

Pursuant to 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.

If at any time the share capital is divided into different classes of shares, the rights attached to any class (unless otherwise provided by the terms of issue of the shares of that class), whether or not the Company is being wound up may be varied or abrogated with the consent in writing of the holders of three-quarters of the issued shares of that class, or if authorised by a special resolution passed at a separate meeting of the holders of the shares of that class.

Options

The terms and conditions of the free-attaching Options offered pursuant to this Prospectus are as follows:

• (a) Each Option gives the Optionholder the right to subscribe for 1 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 8 December 2011 ( 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 );

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• (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) All Shares allotted upon the exercise of Options will upon allotment rank pari passu in all respects with other Shares;

• (i) The Company will apply for quotation of the Options on ASX and will 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;

• (j) 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;

• (k) 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;

• (l) 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

• (m) In the event the Company proceeds with a bonus issue of securities to Shareholders after the date of issue 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.

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10.2 Disclosure of interests

Directors are not required under the Company’s Constitution to hold any Shares. As at the date of this Prospectus, the Directors have relevant interests in Securities (on a pre-Consolidation basis) as set out below:

Director	Shares	Options
David Breeze	13,019,621	2,000,0001
Hock Goh	961,538	2,000,0003
Greg Gilbert	961,538	2,000,0003
Deborah Ambrosini	Nil	2,000,0002

[1 ] Exercisable at $0.447each (pre-Consolidation) on or before 31 December 2014.

2 1 million exercisable at $0.147 each (pre-Consolidation) on or before 30 June 2013 and 1 million exercisable at $0.447 each (pre-Consolidation) on or before 31 December 2014.

3 Exercisable at $0.147 each (pre-Consolidation) on or before 31 December 2010.

10.3 Remuneration

The Company’s Constitution provides that the remuneration of non-executive Directors will be not more than the aggregate fixed sum determined by a general meeting. The aggregate remuneration for non-executive Directors has been set at an amount not to exceed $250,000 per annum.

The remuneration of executive Directors will be fixed by the Directors and may be paid by way of fixed salary or consultancy fee.

The annual remuneration of each of the Directors (inclusive of superannuation) for the past 2 years is set out in the table below:

Director	Current Financial Year	Previous Financial Year
David Breeze	$148,000	$201,2001
Hock Goh	$25,000	$25,000
Greg Gilbert	$25,000	$25,000
Deborah Ambrosini	$25,000	$47,4302

1 Of this amount, $68,200 was paid by the issue of 39,350 Shares and 2,000,000 Options.

2 Of this amount, $26,600 was paid by the issue of 1,000,000 Options.

10.4 Fees and benefits

Other than as set out below or elsewhere in this Prospectus, no:

• (a) Director of the Company;

• (b) 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;

• (c) promoter of the Company; or

• (d) underwriter (but not a sub-underwriter) to the issue or a financial services licensee named in the Prospectus as a financial services licensee involved in the issue,

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has, or had within 2 years before lodgement of this Prospectus with the ASIC, any interest in:

• (i) the formation or promotion of the Company;

• (ii) any property acquired or proposed to be acquired by the Company in connection with its formation or promotion or in connection with the offer of Securities under this Prospectus; or

• (iii) the offer of Securities under this Prospectus,

and no amounts have been paid or agreed to be paid and no benefits have been given or agreed to be given to any of those persons as an inducement to become, or to qualify as, a Director of the Company or for services rendered in connection with the formation or promotion of the Company or the offer of Securities under this Prospectus.

MGI Perth has acted as Investigating Accountant and has prepared the Investigating Accountant’s Report which is included in Section 7 of this Prospectus. The Company estimates it will pay MGI Perth a total of $12,000 for these services. Subsequently, fees will be charged in accordance with normal charge out rates. During the 24 months preceding lodgement of this Prospectus with the ASIC, MGI Perth has received $58,400 in fees from the Company.

Grandbridge Securities Pty Ltd has acted as the Underwriter to the Company in relation to the Offer. The Company will pay Grandbridge Securities Pty Ltd fees in accordance with the Underwriting Agreement summarised in Section 9.4 of this Prospectus. During the 24 months preceding lodgement of this Prospectus with the ASIC, Grandbridge Securities Pty Ltd has received $218,240 in fees from the Company.

Steinepreis Paganin act as the solicitors to the Company and have been involved in due diligence enquiries on legal matters. The Company estimates it will pay Steinepreis Paganin $50,000 services in relation to this Prospectus. Subsequently, fees will be charged in accordance with normal charge out rates. During the 24 months preceding lodgement of this Prospectus with the ASIC, Steinepreis Paganin have received $149,573.03 (excluding GST and disbursements) in fees from the Company.

10.5 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.

MGI Perth has given its written consent to being named as Investigating Accountant in this Prospectus and to the inclusion of the Investigating Accountant’s Report in Section 11 in the form and context in which the report is included. MGI Perth was not a member of the Due Diligence Committee that oversaw the due diligence process undertaken in relation to this Prospectus. MGI

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Perth has not withdrawn its consent prior to lodgement of this Prospectus with the ASIC.

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

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.

Advent Energy has given its written consent to the inclusion of statements attributable to it 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.

10.6 Restricted Securities

Certain existing Security holders may be required to enter into agreements which restrict dealings in Securities held by them. These agreements will be entered into in accordance with the Listing Rules.

10.7 Expenses of the Offer

The total expenses of the Offer are estimated to be as set out below:

Item of Expenditure	Full subscription ($)	Fully oversubscribed
		($)
ASIC fees	2,068	2,068
ASX fees	35,000	50,000
Advisers’ fees	662,000	1,262,000
Printing	15,000	15,000
Miscellaneous	9,490	9,490
TOTAL	723,558	1,338,558

10.8 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.

10.9 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.

BPH CORPORATE LTD - 53 -

If you have received this Prospectus as an electronic Prospectus, please ensure that you have received the entire Prospectus accompanied by an Application Form. If you have not, please email the Company at deborah@bphcorporate.com.au 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 the Prospectus from the Company’s website at www.bphcorporate.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.

10.10 Taxation

The acquisition and disposal of Securities in the Company will have tax consequences, which will differ depending on the individual financial affairs of each investor. All potential investors in the Company are urged to obtain independent financial advice about the consequences of acquiring Securities from a taxation viewpoint and generally.

To the maximum extent permitted by law, the Company, its officers and each of their respective advisers accept no liability and responsibility with respect to the taxation consequences of subscribing for Securities under this Prospectus.

10.11

Forecasts

The Directors have considered the matters set out in ASIC Regulatory Guide 170 and believe that they do not have a reasonable basis to forecast future earnings on the basis that the operations of the Company are inherently uncertain. Accordingly, any forecast or projection information would contain such a broad range of potential outcomes and possibilities that it is not possible to prepare a reliable best estimate forecast or projection.

BPH CORPORATE LTD - 54 -

11. 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.

---

Ms Deborah Ambrosini Director For and on behalf of BPH CORPORATE LTD

BPH CORPORATE LTD - 55 -

12. GLOSSARY

Where the following terms are used in this Prospectus, they have the following meanings:

Advent or Advent Energy means Advent Energy Ltd (ACN 109 955 400).

Advent Investment means the proposed further investment by the Company in Advent, as discussed in Section 3.2 of this Prospectus.

Application Form means the application form accompanying this Prospectus relating to the Offer.

ASIC means Australian Securities & Investments Commission.

Asset means Asset Energy Pty Ltd (ACN 120 013 390) (a wholly owned subsidiary of Advent).

ASX means ASX Limited (ABN 98 008 624 691) or the Australian Securities Exchange (as the context requires).

Board means the board of Directors as constituted from time to time.

Bookbuild means the Advent capital raising currently being conducted by Pareto Securities AS.

Business Day means a week day when trading banks are ordinarily open for business in Perth, Western Australia.

Company or BPH means BPH Corporate Ltd (ABN 41 095 912 002).

Closing Date means the closing date of the Offer as set out in Section 3.1 of this Prospectus.

Consolidation means the consolidation of capital the subject of Resolution 2.

Constitution means the constitution of the Company.

Corporations Act means the Corporations Act 2001 (Cth).

Cortical or Cortical Dynamics means Cortical Dynamics Limited (ACN 107 557 620).

Directors mean the directors of the Company at the date of this Prospectus.

General Meeting means the general meeting of Shareholders to be held on 3 December 2010.

IPO means initial public offer.

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

Issue Price means the higher of $0.20 and 80% of the VWAP calculated over the 5 days on which sales in the Shares are recorded before the Issue Date.

Listing Rules means the official listing rules of ASX.

BPH CORPORATE LTD - 56 -

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

MGI Perth means MGI Perth Corporate Finance Pty Ltd (ACN 009 342 661).

Offer means the offer of Securities pursuant to this Prospectus as outlined in Section 4.

Official List means the Official List of ASX.

Official Quotation means official quotation by ASX.

Option means an option to subscribe for a Share.

PEP 11 means Petroleum Exploration Permit 11, situated in the offshore Sydney sedimentary Basin.

Placement Agreement means the conditional agreement between the Company and Advent relating to the Advent Investment which is summarised in Section 9.1 of this Prospectus.

Prospectus means this prospectus.

Resolution means a resolution to be put to Shareholders at the General Meeting.

Section means a section of this Prospectus.

Securities means Shares and/or Options.

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

Share Registry means Security Transfer Registrars Pty Ltd (ACN 008 894 488).

Shareholder means a holder of Shares.

Technologies means novel anti-mitotic cancer therapeutic, HLS5, Brain Anaesthesia Monitor and Bactrak System.

US Securities Act has the meaning given to that term in the ‘Important Information’ Section of this Prospectus.

VWAP means the volume weighted average market price for Shares.

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

BPH CORPORATE LTD - 57 -

THIS DOCUMENT IS IMPORTANT. IF YOU ARE IN DOUBT AS TO HOW TO DEAL WITH IT, PLEASE CONTACT YOUR STOCK BROKER OR LICENSED PROFESSIONAL ADVISOR.

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SHARE APPLICATION FORM

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BPH CORPORATE LIMITED

REGISTERED OFFICE: PO BOX 317 NORTH PERTH WA 6906

ABN: 41 095 912 002

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SHARE REGISTRY: Security Transfer Registrars Pty Ltd All Correspondence to: PO BOX 535, APPLECROSS WA 6953 AUSTRALIA 770 Canning Highway, APPLECROSS WA 6153 AUSTRALIA T: +61 8 9315 2333 F: +61 8 9315 2233 E: registrar@securitytransfer.com.au W: www.securitytransfer.com.au

Code: BPH Holder Number:

NON-RENOUNCEABLE SHARE OFFER CLOSING AT 5.00PM WST ON 2 DECEMBER 2010

THE NUMBER OF NEW SHARES TO BE ISSUED BY THE COMPANY ON THE ISSUE DATE WILL BE DETERMINED ON A SUBSCRIPTION PRICE FOR EACH NEW SHARE OF THE HIGHER OF $0.20 AND 80% OF THE VWAP CALCULATED OVER THE 5 DAYS ON WHICH SALES OF SHARES ARE RECORDED BEFORE THE ISSUE DATE, TOGETHER WITH ONE FREE ATTACHING OPTION EXERCISABLE AT $0.20 FOR EVERY FIVE SHARES ISSUED.

(1) I/We, the above mentioned, wish to apply for the number of Fully Paid Ordinary Shares which will be issued in accordance with the Share Offer and the Constitution of the Company as stated below: (please mark "X" to indicate one choice only)

	TOTAL SUBSCRIPTION	TOTAL SUBSCRIPTION	TOTAL SUBSCRIPTION		TOTAL SUBSCRIPTION	TOTAL SUBSCRIPTION	TOTAL SUBSCRIPTION		TOTAL SUBSCRIPTION	TOTAL SUBSCRIPTION	TOTAL SUBSCRIPTION
	AMOUNT APPLIED FOR				AMOUNT APPLIED FOR				AMOUNT APPLIED FOR
OFFER A		$15,000.00	OFFER F			$10,000.00	OFFER K			$4,000.00
OFFER B		$14,000.00	OFFER G			$9,000.00	OFFER L			$3,000.00
OFFER C		$13,000.00	OFFER H			$8,000.00	OFFER M			$2,000.00
OFFER D		$12,000.00	OFFER I			$7,000.00	OFFER N			$1,000.00
OFFER E		$11,000.00	OFFER J			$6,000.00	OTHER (Specify) Must be in $1,000 increments

(2) I/We have enclosed/made payment for the amount shown above (following the payment instructions as detailed overleaf).

(3) I/We hereby authorise you to place my/our name(s) on the register of members in respect of the New Securities allotted to me/us.

(4) I/We agree to be bound by the Constitution of the Company and the terms of the Share Offer.

(5) I/We hereby agree to accept any lesser number of new Shares applied for.

(6) My/Our contact details in case of enquiries are:

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NAME TELEPHONE NUMBER
( )
EMAIL ADDRESS
@
BPAY PAYMENT OR THE RETURN OF THIS DOCUMENT WITH THE REQUIRED REMITTANCE WILL CONSTITUTE YOUR ACCEPTANCE OF THE OFFER.
REGISTRY DATE STAMP
PAYMENT INFORMATION - Please also refer to payment instructions overleaf.
Biller Code: 117226 CHEQUE/MONEY ORDER
Ref: All cheques (expressed in Australian currency) are
to be made payable to BPH CORPORATE
BPAY® this payment via internet or phone banking. LIMITED and crossed "Not Negotiable".
Your BPAY® reference number is unique to this offer and is not to be used for any other offer.
E & O.E.
3637256439 5
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7137256438

LODGEMENT INSTRUCTIONS

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PAYMENT INSTRUCTIONS

CHEQUE/MONEY ORDER

Biller Code: 117226

BPAY® this payment via internet or phone banking. Your reference number is quoted on the front of this form.

Multiple acceptances must be paid separately.

Applicants should be aware of their financial institution's cut-off time (the time payment must be made to be processed overnight) and ensure payment is processed by their financial institution on or before the day prior to the closing date of the offer. BPAY applications will only be regarded as accepted if payment is received by the registry from your financial institution on or prior to the closing date. It is the Applicant's responsibility to ensure funds are submitted correctly by the closing date and time.

You do not need to return this form if you have made payment via BPAY.

Your BPAY reference number will process your payment to your entitlement electronically and you will be deemed to have applied for such Securities for which you have paid.

All cheques should be drawn on an Australian bank and expressed in Australian currency and crossed "Not Negotiable". Sufficient cleared funds should be held in your account as your acceptance may be rejected if your cheque is dishonoured.

Cheques or bank drafts drawn on overseas banks in Australian or any foreign currency will NOT be accepted. Any such cheques will be returned and the acceptance deemed to be invalid.

Do not forward cash as receipts will not be issued.

When completed, this form together with the appropriate payment should be forwarded to the share registry:

Security Transfer Registrars Pty Ltd PO Box 535, APPLECROSS WA 6953.

Applications must be received by Security Transfer Registrars Pty Ltd no later than 5.00pm WST on the closing date.

ENQUIRIES

All enquiries should be directed to the Company's share registry:

Security Transfer Registrars Pty Ltd

PO Box 535, Applecross WA 6953 AUSTRALIA

770 Canning Highway, Applecross WA 6153 AUSTRALIA

Telephone +61 8 9315 2333 Facsimile +61 8 9315 2233

Email registrar@securitytransfer.com.au

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PRIVACY STATEMENT

Personal information is collected on this form by Security Transfer Registrars Pty Ltd as the registrar for securities issuers for the purpose of maintaining registers of securityholders, facilitating distribution payments and other corporate actions and communications. Your personal details may be disclosed to related bodies corporate, to external service providers such as mail and print providers, or as otherwise required or permitted by law. If you would like details of your personal information held by Security Transfer Registrars Pty Ltd or you would like to correct information that is inaccurate please contact them at the address on this form.