BPH ENERGY LTD — Capital/Financing Update 2010

Jul 29, 2010

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ABN 41 095 912 002

ENTITLEMENT ISSUE PROSPECTUS

For a non-renounceable entitlement issue of one (1) Share for every two (2) Shares held by Shareholders registered at 7:00pm (AEST) on the Record Date at an issue price of $0.08 per Share to raise approximately $8,278,170.

Underwriter

The Offer is underwritten by Grandbridge Securities (AFSL 241057) pursuant to the terms of a conditional Underwriting Agreement (refer to Sections 5.1 and 5.2 for further details).

IMPORTANT NOTICE

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

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

TABLE OF CONTENTS

1.	SECTION	1	– DETAILS OF THE OFFER ............................................................................. 5
2.	SECTION	2	– PURPOSE AND EFFECT OF THE OFFER .................................................... 10
3.	SECTION	3	– RIGHTS AND LIABILITIES ATTACHING TO SHARES ................................. 13
4.	SECTION	4	– RISK FACTORS ....................................................................................... 14
5.	SECTION	5	– ADDITIONAL INFORMATION ................................................................. 18
6.	SECTION	6	– DIRECTORS’ AUTHORISATION ............................................................... 28

TIMETABLE AND IMPORTANT DATES

Announcement of Offer and lodgement of Prospectus	with ASIC	30 July 2010
Notice to Shareholders and Optionholders		30 July 2010
Ex Date		5 August 2010
Record Date for determining Entitlements	7:00pm	AEST 11 August 2010
Opening Date and dispatch of Prospectus		16 August 2010
Closing Date	7:00pm	AEST 31 August 2010
Shares quoted on a deferred settlement basis		1 September 2010
Notify ASX of under subscriptions		3 September 2010
Allotment and dispatch of holding statements		6 September 2010

• These dates are determined based upon the current expectations of the Directors and may be changed with 6 days‟ prior notice.

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IMPORTANT INFORMATIO N

Investors should read this document in its entirety and, if in doubt, should consult their professional advisers before deciding whether to apply for Shares offered under this Prospectus.

This Prospectus is dated 30 July 2010 and a copy of this Prospectus was lodged with the ASIC on that date. The ASIC and ASX take no responsibility for the contents of this Prospectus or the merits of the investment to which this Prospectus relates.

The Expiry Date of this Prospectus is 7:00pm AEST on the date which is 13 months after the date this Prospectus was lodged with the ASIC ( Expiry Date ). No Shares will be allotted or issued on the basis of this Prospectus after the Expiry Date.

No person is authorised to give information or to make any representation in connection with this Prospectus, which is not contained in the Prospectus.

No person named in this Prospectus, nor any other person, guarantees the performance of the Company or the payment of a return on the Shares. Please read this document carefully before you make a decision to accept the Offer. An investment in the Company has specific risks which you should consider before making a decision to invest.

Certain terms and abbreviations used in this Prospectus have defined meanings which are set out in the Glossary.

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

Electronic Prospectus

This Prospectus will be issued in paper form and as an electronic prospectus. 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 from passing to another person an Entitlement and Acceptance Form unless it is attached to or 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. The Prospectus may be viewed online at: www.bphcorporate.com.au.

Risks

An investment in the Company is not risk free and prospective new investors should consider the risk factors described in Section 4 of this Prospectus, together with information contained elsewhere in this Prospectus, before deciding whether to apply for Shares. The list of risks is not exhaustive.

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CORPORATE DIRECTORY

Directors

Mr David Breeze Executive Chairman

Mr Goh Hock

Non-Executive Director

Solicitors Steinepreis Paganin Level 4, The Read Buildings 16 Milligan Street PERTH WA 6000

Ms Deborah Ambrosini Executive Director

Mr Greg Gilbert

Non-Executive Director

Company Secretary

Auditors

Ms Deborah Ambrosini

Deloitte Touche Tohmatsu Level 14, 240 St Georges Terrace PERTH WA 6000

Registered Office

ASX Code

14 View Street NORTH PERTH WA 6006

BPH

Telephone: +61 8 9328 8366 Facsimile: +61 8 9328 8733

Underwriter Share Registry* Grandbridge Securities Pty Ltd Security Transfer Registrars Pty Ltd AFS 241057 Suite 1, 770 Canning Highway 14 View Street APPLECROSS WA 6153 NORTH PERTH WA 6006 PO Box 535 APPLECROSS WA 6953 Telephone: +61 8 9315 2333 Facsimile: +61 8 9315 2233

Website

www.bphcorporate.com.au

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

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MANAGING DIRECTOR’S LETTER

Dear Investor

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On behalf of the Board, I am pleased to invite you to subscribe for Shares in BPH Corporate Ltd ( BPH or Company ).

On 11 September 2009, the Company announced to the ASX its intention, subject to the receipt of all necessary Shareholder, regulatory and ASX approvals, to exercise an exclusive option to acquire between 9.7% and 19.4% of Advent Energy Ltd ( Advent Interest ), an unlisted oil and gas exploration company based in Perth, Western Australia. Advent Energy has the right to earn an 85% interest in Petroleum Exploration Permit 11 ( PEP 11 ), its cornerstone project situated in the offshore Sydney sedimentary Basin, and also holds a portfolio of petroleum assets throughout Australia.

Advent Energy announced recently (through its major investor, MEC Resources Ltd) that it has secured the Ocean Patriot semi submersible rig to drill the initial well in PEP 11 later this year. An increase in PEP 11‟s estimated prospective recoverable resources to 13.2 Tcf (trillion cubic feet) (at the P50 or „best estimate‟ level) has also recently been announced. The site survey has been completed covering four prospective drilling targets. The independent site survey contractor‟s analysis of site survey data over the primary drilling prospect states that the geological sequence immediately above the interpreted Permo-Triassic unconformity is "likely" to contain zone(s) of gas. This interpretation is consistent with the CSIRO PEP 11 study into the same seismic sequence.

The Company received Shareholder approval at the General Meeting held on 24 December 2009 to exercise its exclusive option to perform the transaction described above.

The Board considers that the acquisition of the Advent Interest will provide Shareholders with exposure to a resources project and the potential to diversify their investment risk, whilst retaining their interest in the Company‟s core activities and investments. The Company will continue to maintain its existing interests in Diagnostic Array Systems Pty Ltd (51.82%), Molecular Discovery Systems Limited (20%) and Cortical Dynamics Ltd (3.89%).

The Company intends to use the funds raised from the Offer to continue to actively manage its diverse asset base and for general working capital.

Details about the risks of an investment in the Company are contained in Section 4 of this Prospectus. Investors should obtain professional investment advice before deciding to invest. Please read this document carefully before making your investment decision.

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

Yours sincerely

David Breeze MANAGING DIRECTOR

30 July 2010

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1. SECTION 1 – DETAILS OF THE OFFER

1.1 Offer

By this Prospectus, the Company offers for subscription approximately 103,477,123 Shares pursuant to a non-renounceable entitlement issue to Shareholders of one (1) Share for every two (2) Shares held by Shareholders on the Record Date at an issue price of $0.08 per Share.

Based on the existing capital structure of the Company (and assuming no existing Options are exercised prior to the Record Date), the maximum number of Shares to be issued pursuant to this Offer is approximately 103,477,123. The Offer will raise up to approximately $8,278,170. The purpose of the Offer and the proposed use of funds raised are set out in Section 2 of this Prospectus.

The Company currently has 13,700,000 Options on issue. The terms and conditions of the Options do not allow for the participation by those Option holders in new issues of securities. Option holders will, however, be entitled to exercise their Options during the time period set out in the ASX Listing Rules in order to participate in the Offer.

1.2 Minimum subscription

There is no minimum subscription for this Offer.

1.3 How to accept the Offer

Your acceptance of the Offer must be made on the Entitlement and Acceptance Form accompanying this Prospectus. Your acceptance must not exceed your Entitlement as shown on that form. If it does, your acceptance will be deemed to be for the maximum Entitlement.

You may participate in the Offer as follows:

• (a) if you wish to accept your Entitlement in full:

• (i) complete the Entitlement and Acceptance Form, filling in the details in the spaces provided; and

• (ii) attach your cheque for the amount indicated on the Entitlement and Acceptance Form; and

• (iii) if you wish to apply for Shortfall Shares please follow the instructions in Section 1.4 of this Prospectus; or

• (b) if you only wish to accept part of your Entitlement:

• (i) fill in the number of Shares you wish to accept in the space provided on the Entitlement and Acceptance Form; and

• (ii) attach your cheque for the appropriate application moneys (at $0.08 per Share); or

• (c) if you do not wish to accept all or part of your Entitlement, you are not obliged to do anything.

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All cheques must be drawn on an Australian bank or bank draft made payable in Australian currency to “ BPH Corporate Ltd – Rights Issue ” and crossed “Not Negotiable”.

Your completed Entitlement and Acceptance Form and cheque must reach the Company‟s Share Registry no later than 7:00pm AEST on the Closing Date.

The Offer is non-renounceable. Accordingly, a Shareholder may not sell or transfer all or part of their Entitlement.

1.4 Shortfall Offer

Any Entitlement not taken up pursuant to the Offer will form the Shortfall and will be dealt with in accordance with the Underwriting Agreement (refer to Section 5.1 of this Prospectus for the terms and conditions of the Underwriting Agreement).

If you wish to participate in the Shortfall Offer please complete a Shortfall Application Form. If you complete a Shortfall Application Form, you will be advised of the issue price of the Shortfall Shares at time the Shares are allotted. Making an application for Shortfall Shares does not guarantee in any way you will be allotted Shares.

The Shortfall Offer is a separate offer pursuant to this Prospectus. The issue price of any Shortfall Shares shall be not less than $0.08 per Share, being the price at which Shares have been offered to Shareholders pursuant to this Prospectus.

1.5

Australian Securities Exchange Listing

Application for official quotation by ASX of the Shares 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 Shares and will repay all application moneys for the Shares within the time prescribed under the Corporations Act, without interest.

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

1.6 Allotment of Shares

All Shares offered pursuant to this Prospectus will be allotted as soon as practicable after the Closing Date. Where the number of Shares issued is less than the number applied for, or where no allotment is made, surplus application moneys will be refunded without any interest to the Applicant as soon as practicable after the Closing Date.

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

1.7 Market price of Shares on ASX

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

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The highest and lowest market sale prices of the Company‟s Shares on ASX during the 3 months immediately preceding the date of lodgement of this Prospectus with the ASIC and the respective dates of those sales were:

(a) Highest – $0.125 on 22 July 2010; and

(b) Lowest – $0.059 on 24 May 2010.

The latest available closing sale price of the Company‟s Shares on ASX prior to the lodgement of this Prospectus with the ASIC was $0.089 per Share on 29 July 2010.

1.8

Underwriter

The Offer is underwritten Grandbridge Securities. Refer to Sections 5.1 and 5.2 of this Prospectus for further details of the terms of the underwriting and the potential effect of the underwriting on the Company.

1.9

Taxation implications

The Directors do not consider that it is appropriate to give potential Applicants advice regarding the taxation consequences of applying for Shares under this Prospectus, as it is not possible to provide a comprehensive summary of the possible taxation consequences. The Company, its advisers and officers, do not accept any responsibility or liability for any taxation consequences to potential Applicants. Applicants should, therefore, consult their own professional tax adviser in connection with the taxation implications of the Offer.

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

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

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

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

1.11

Privacy Act

If you complete an application for Shares, you will be providing personal information to the Company (directly or through the Company‟s Share Registry). The Company collects, holds and will use that information to assess your application, service your needs as a Shareholder, facilitate distribution payments and corporate communications to you as a Shareholder and carry out administration.

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

1.12 Overseas Shareholders

Only Shareholders who are registered as at 7:00pm AEST on the Record Date with registered addresses in Australia or New Zealand will be able to participate in the Offer. To make the Offer in any other jurisdiction may constitute a violation of application securities laws. The Directors believe that it is unreasonable to make the Offer to Foreign Shareholders, having had regard to the number of Shareholders in the relevant jurisdictions, the number and value of Shares those Shareholders would be offered and the cost of complying with the securities legislation of those jurisdictions.

Accordingly, the Offer is not being made, and no Shares will be issued to, any Shareholder whose registered address is in a country other than Australia or New Zealand. This Prospectus is being sent to Foreign Shareholders for information purposes only. No Entitlement and Acceptance Form will be sent to Foreign Shareholders.

Shareholders resident in New Zealand should consult their professional advisors as to whether any government or other consents are required, or other formalities need to be observed, to enable them to exercise their Entitlements under the Offer.

The Offer to New Zealand investors is a regulated offer made under Australian and New Zealand law. In Australia, this is Chapter 8 of the Corporations Act and the Corporations Regulations 2001. In New Zealand, this is Part 5 of the Securities Act 1978 and the Securities (Mutual Recognition of Securities Offerings – Australia) Regulations 2008.

The Offer and the content of the Prospectus are principally governed by Australian rather than New Zealand law. In the main, the Corporations Act sets out how the Offer must be made.

There are differences in how securities are regulated under Australian law.

The rights, remedies, and compensation arrangements available to New Zealand investors in Australian securities may differ from the rights, remedies, and compensation arrangements for New Zealand securities.

Both the Australian and New Zealand securities regulators have enforcement responsibilities in relation to the Offer. If you need to make a complaint about the Offer, please contact the Securities Commission, Wellington, New Zealand.

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The Australian and New Zealand regulators will work together to settle your complaint.

The taxation treatment of Australian securities is not the same as for New Zealand securities.

If you are uncertain about whether this investment is appropriate for you, you should seek the advice of an appropriately qualified financial adviser.

The Offer may involve a currency exchange risk. The currency for the Shares is not New Zealand dollars. The value of the Shares will go up or down according to changes in the exchange rate between Australian dollars and New Zealand dollars. These changes may be significant. If you expect to pay any amounts in a currency that is not New Zealand currency, you may incur significant fees in having the funds credited to a New Zealand bank account in New Zealand dollars.

As noted in Section 1.5 of this Prospectus, the Company will apply to the ASX for quotation of the Shares offered under this Prospectus. If quotation is granted, the Shares offered under this Prospectus will be tradable on the ASX. If you wish to trade the Shares through the ASX, you will have to make arrangements for a participant in that market to sell the Shares on your behalf. As the ASX does not operate in New Zealand, the way in which the market operates, the regulation of participants in that market, and the information available to you about the Shares and trading may differ from securities markets that operate in New Zealand.

1.13 Enquiries

Any questions concerning the Offer should be directed to the Company Secretary, Ms Deborah Ambrosini, on +61 8 9328 8366.

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2. SECTION 2 – PURPOSE AND EFFECT OF THE OFFER

2.1 Purpose of the Offer and use of funds raised

The purpose of the Offer is to raise approximately $8,278,170 (before expenses of the Offer). The funds raised from the Offer will be used to fund:

• (a) a loan to the Company‟s unlisted investee, Advent Energy, allowing:

• (i) the drilling of PEP 11, offshore NSW; and

• (ii) further development of Advent Energy‟s portfolio of petroleum exploration permits;

• (b) further investment in the Company‟s biotechnology investee companies to assist with the development of their projects;

• (c) working capital and pursuing new and relevant opportunities; and

• (d) cash expenses of the Offer (refer to Section 5.9 of this Prospectus for further details relating to the estimated expenses of the Offer).

Indicative application of funds	Amount
Loan to Advent Energy assisting in development of Advent Energy‟s petroleum exploration assets1	$3,750,000
Investment in biotechnology investee companies	$3,750,000
Working capital and to pursue new and relevant opportunities	$209,412
Cash expenses of the Offer	$568,758
Total	$8,278,170

Note:

1 Refer to Section 5 of this Prospectus for further details of the loan.

If the Company raises less than $8,278,170 (before expenses of the Offer), the funds raised will first be applied towards the cash expenses of the Offer and thereafter in equal proportion between funding/investments in the Company‟s investee entities and working capital as set out above.

2.2 Effect of the Offer

The principal effect of the Offer (assuming the Offer is fully subscribed) will be to:

• (a) increase cash reserves by approximately $209,412 after deducting estimated cash expenses of the Offer and assuming all Shares offered under this Prospectus are issued; and

• (b) increase the number of Shares on issue from 206,954,246 as at the date of this Prospectus to approximately 310,431,369 Shares.

2.3 Consolidated statement of financial position

Set out below is:

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• (a) an unaudited consolidated statement of financial position of the Company as at 31 May 2010; and

• (b) an unaudited pro-forma consolidated statement of financial position of the Company as at 31 May 2010.

The unaudited consolidated statement of financial position as at 31 May 2010 and the unaudited pro-forma consolidated statement of financial position as at 31 May 2010 shown on the following page have been prepared on the basis of the accounting policies normally adopted by the Company and reflect the changes to its financial position. They have been prepared on the assumption that all Shares pursuant to the Offer in this Prospectus are issued.

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

Statement of Financial Position at 31 May 2010 Current Assets Cash and cash equivalents Trade and other receivables Financial Assets Other current assets Total current assets Non-current Assets Intangibles Financial assets Other property, plant & Equipment (net) Total non-current assets Total assets Current Liabilities Trade and other payables Provisions Financial liabilities Total current liabilities Total Liabilities Net Assets Equity Capital Contributed Equity Retained Profits (accumulated losses) Minority Equity Interest Total Equity	Unaudited Consolidated 31 May 2010 1,965,104 - 148,430 25,180 2,138,714 72,454 14,438,678 2,345 14,513,477 16,652,191 507,735 13,418 301,958 823,111 823,111 15,829,080 22,246,477 (6,411,960) (5,437) 15,829,080	Pro Forma Unaudited Consolidated 31 May 2010
		2,174,516 - 148,430 25,180
		2,348,126 72,454 21,938,678 2,345
		22,013,477 24,361,603 507,735 13,418 301,958
		823,111
		823,111
		23,538,492
		29,955,889 (6,411,960) (5,437)
		23,538,492

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2.4 Effect on capital structure

A comparative table of changes in the Company‟s capital structure as a consequence of the Offer is set out below, assuming the Offer is fully subscribed:

Shares				No.
Shares currently issue				206,954,246
Shares now offered pursuant to	this Prospectus			103,477,123
Total Shares on issue on completion of the Offer*				310,431,369
Unlisted Options	Exercise price	Expiry		No.
Director Options	$0.15	31 Dec	2010	6,000,000
Director Options	$0.45	31 Dec	2014	3,000,000
Management Options	**	17 Oct	2011	500,000
Management Options	**	29 Apr	2013	500,000
Management Options	$0.15	1 Jun	2013	2,550,000
Management Options	$0.15	16 Dec	2013	1,000,000
Management Options	$0.30	30 Sep	2014	150,000
Options now offered	-		-	Nil
Total Number of Options on issue on completion of		the Offer		13,700,000

Notes:

* Pursuant to the Advent Energy Share Sale Agreement (refer to Section 5.1 of this Prospectus for further details), the Company has agreed to issue MEC with 18.75 million Shares, subject to the satisfaction of certain conditions. The total of 310,431,369 Shares on issue following the Offer excludes the Shares to be issued to MEC pursuant to that agreement.

** The exercise price of these management Options will be the average amount determined by the market price for the 5 days prior to exercise.

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3. SECTION 3 – RIGHTS AND LIABILITIES ATTACHING TO SHARES

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

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

(a) Notice of meetings

Each Shareholder is entitled to receive notice of general meetings of the Company. Except in certain circumstances, Shareholders are entitled to be present in person, or by proxy, attorney or representative to speak or to vote at general meetings of the Company or to join in demanding a poll. Shareholders may requisition general meetings in accordance with the Corporations Act.

(b)

Voting

At a general meeting, on a show of hands, every person present who is either a member, a proxy, an attorney or a representative of a Shareholder has one vote. At the taking of a poll, every Shareholder present in person or by proxy, attorney or representative has one vote for each Share held.

(c)

Dividends

The Directors may from time to time authorise and pay dividends out of the profits of the Company. Dividends are payable in proportion to the number of Shares held by Shareholders.

(d)

Winding up

If the Company is wound up, the liquidator may, with the sanction of a special resolution, divide among the Shareholders the whole or any part of the property of the Company. The liquidator may also, with the sanction of a special resolution, vest the whole or any part of the property in a trustee on trust for Shareholders.

(e)

Transfer of Shares

A Shareholder may transfer Shares by a written transfer or by a transfer effected under a computerised or electronic system recognised by the Listing Rules or by the Corporations Act. The Directors may refuse to register a transfer of Shares where the Listing Rules permit the Company to do so. On any refusal to register a transfer of Shares, the Company must give written notice to the transferee and the reasons for the refusal.

(f)

Allotment of Shares

The Directors may, subject to the Constitution, allot new Shares with such terms and conditions as they think fit.

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4. SECTION 4 – RISK FACTORS

4.1 General risks

The Shares 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 Shares 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 Shares.

Economic risks

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

Market conditions

The market price of the Shares can fall as well as rise and may be subject to varied and unpredictable influences on the market for equities in general. Neither the Company nor the Directors warrant the future performance of the Company or any return on an investment in the Company.

Reliance on key personnel

The Company is reliant on its management. The loss of one or more of these individuals could adversely affect the Company.

In addition, the Company‟s ability to manage growth effectively will require it to continue to implement and improve its management systems and to recruit and train new employees and consultants. Although the Company expects to be able to do so in the future, there can be no assurance that the Company will be able to attract and retain skilled and experienced personnel and consultants.

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.

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4.2 Specific risks

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, the breadth of claims allowed in biotechnology patents and their enforceability cannot 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, and has taken steps to protect and confirm its interest in these technologies, 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: In January 2010, the Company exercised an exclusive option to invest in Advent Energy. The option gave the Company the opportunity to invest up to a maximum of 19.4% of Advent Energy‟s share capital at $0.50 per Advent Energy share (subject to the Listing Rules). Risks associated with this significant investment include:

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

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to sell its Advent Energy shares;

• (ii) No controlling interest : the interest acquired in Advent Energy is not 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 Shares pursuant to this Prospectus to further fund Advent Energy 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 Energy‟s business and therefore the value of the Company‟s investment in Advent Energy.

• (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 Company’s existing investments

The Company‟s existing investments include its 3.89% interest in Cortical Dynamics Ltd; 51.82% interest in Diagnostic Array Systems Pty Ltd; 20% interest in Molecular Discovery Systems Limited and its interest in the SERS project. The Company can make no representations that any of these projects will be successful, that the Company‟s development milestones will be achieved or that it will develop products that are commercially exploitable. Further, the Company‟s success depends, in part, on its ability to obtain patents, maintain trade secret protection and operate without infringing the proprietary rights of third parties. Because the patent positions of biotechnology companies can be highly uncertain and frequently involve complex legal and scientific evaluation, neither the breadth of claims allowed in medical device patents, nor their enforceability, can be predicted. There can be no assurance that any patents the Company may own or control or license now and in the future will afford the Company commercially significant protection of its intellectual property or its projects or have commercial application. While the Company is not aware of any third party interests in its intellectual property rights and has taken steps to protect and confirm its interest in these rights, there is always a risk of third parties claiming involvement in technological and medical discoveries and if any such disputes arise, they could adversely affect the Company.

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4.3 Investment speculative

The above list of risk factors should 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 financial performance of the Company and the value of the Shares offered under this Prospectus. Therefore, the Shares to be issued pursuant to this Prospectus carry no guarantee with respect to the payment of dividends, return of capital or the market value of those Shares.

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

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5. SECTION 5 – ADDITIONAL INFORMATION

5.1 Material agreements

Advent Energy Loan Agreement

The Company has entered into a secured Loan Agreement with Advent Energy ( Advent Energy Loan Agreement ). The material terms of the Advent Energy Loan Agreement are as follows:

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

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

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

Advent Energy Share Sale Agreement

Pursuant to a Share Sale Agreement entered into between the Company and MEC, the Company has agreed to purchase 3 million ordinary, fully paid shares in the capital of Advent Energy from MEC in consideration for the issue to MEC of 18.75 million Shares ( Advent Energy Share Sale Agreement ).

The sale and purchase of the Advent Energy shares under the Advent Share Sale Agreement is subject to the Company obtaining all necessary Shareholder approvals required by the Corporations Act and the ASX Listing Rules in relation to the transaction. The Company intends to convene a General Meeting of Shareholders in September 2010 to seek these approvals.

The Advent Energy Share Sale Agreement otherwise contains terms and conditions considered standard for an agreement of this nature.

Underwriting Agreement

Pursuant to an Underwriting Agreement between the Company and Grandbridge Securities ( Underwriter ), the Underwriter agrees to underwrite the Offer of 103,477,123 Shares pursuant to this Prospectus on a best endeavours basis ( Underwriting Commitment ) ( Underwriting Agreement ).

The Underwriter‟s Underwriting Commitment is subject to and conditional upon the Underwriter procuring such persons to sub-underwrite the Offer as the Underwriter in its absolute discretion thinks fit ( Sub-Underwriting Condition ).

MEC, an entity of which Directors, Messrs David Breeze, Hock Goh and Ms Deborah Ambrosini are also directors, has agreed to sub-underwrite the

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Underwriting Commitment up to a maximum of 40 million Shares pursuant to the terms of a Sub-Underwriting Agreement with Grandbridge Securities ( SubUnderwriting Agreement ). MEC‟s sub-underwriting commitment under the SubUnderwriting Agreement is subject to and conditional upon completion of the $4.5 million placement by MEC to Bob Healy and Associates, as announced to the market by MEC on 29 June 2010 ( Placement Condition ).

The Company agrees to pay the Underwriter a commission calculated as 5% of the amount determined by multiplying the number of underwritten Shares by $0.08 ( Underwritten Amount ) plus an issue management fee of 1% of the Underwritten Amount (equal in aggregate to $496,690) as consideration for its services in managing the issue of Shares under this Prospectus.

The Underwriter‟s Underwriting Commitment is subject to certain termination events. The Underwriter may terminate the Underwriting Agreement on the occurrence of specified events, including:

• (a) ( Restriction on allotment ): the Company being prevented from allotting the Shares 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;

• (a) ( Hostilities ): an outbreak of hostilities or a material escalation of hostilities occurring (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 being perpetrated on any of those countries or any diplomatic, military, commercial or political establishment of any of those countries anywhere in the world;

• (b) ( Indictable offence ): a Director or senior manager of the Company or any of its subsidiaries being charged with an indictable offence; and

• (c) ( Termination events ): any „termination event‟ occurring, including:

• (i) ( Default ): default or breach by the Company under the Underwriting Agreement;

• (ii) ( Incorrect or untrue representation ): any representation, warranty or undertaking given by the Company in the Underwriting Agreement being or becoming untrue or incorrect;

• (iii) ( Contravention of Constitution or Corporations Act ): 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 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 in the assets, liabilities, financial position, trading results, profits, forecasts, losses, prospects, business or operations of the Company or its subsidiaries;

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• (v) ( Public statements ): a public statement being made by the Company in relation to the Offer or the Prospectus other than in accordance with the Underwriting Agreement, without the Underwriter‟s prior approval;

• (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 being or becoming misleading or deceptive or likely to mislead or deceive;

• (vii) ( Official Quotation qualified ): unconditional approval from ASX for all the Offer Shares to be officially quoted not being granted;

• (viii) ( Change in Corporations Act or policy ): the introduction, or the making of 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 adopting or announcing a proposal to adopt any new, or any major change in, existing, monetary, taxation, exchange or fiscal policy;

• (ix) ( Prescribed occurrence ): a „prescribed occurrence‟ occurring, being a number of events relating to the restructuring of the Company‟s issued capital and events of insolvency;

• (x) ( Suspension of debt payments ): the suspension of the Company‟s payment of its debts generally;

• (xi) ( Event of insolvency ): an event of insolvency occurring 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 being obtained against the Company or any of its subsidiaries and not being set aside or satisfied within 7 days;

• (xiii) ( Litigation ): litigation, arbitration, administrative or industrial proceedings being commenced or threatened against the Company or its subsidiaries;

• (xiv) ( Board and senior management composition ): a change in the composition of the Company‟s Board or a change in the Company‟s senior management occurring before completion of the Offer without the Underwriter‟s prior written consent;

• (xv) ( Change in shareholdings ): a material change in the major or controlling shareholdings of the Company or any of its subsidiaries occurring or a takeover offer or scheme arrangement pursuant to Chapters 5 or 6 of the Corporations Act being publicly announced in relation to the Company or any of its subsidiaries;

• (xvi) ( Force majeure ): a force majeure event occurring 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 passing or taking 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 altering its capital structure in any manner not contemplated by this Prospectus;

• (xix) ( Investigation ): any person being appointed under any legislation in respect of the Company to investigate the Company‟s affairs;

• (xx) ( Sub-underwriters ): any sub-underwriter to the Offer introduced by the Company failing to comply with its obligations under the sub-underwriting agreement or threatening to not comply with its obligations under the sub-underwriting agreement; or

• (xxi) ( Market conditions ): a suspension or material limitation in trading generally on ASX occurring or any material adverse change or disruption occurring 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.

5.2 Disclosure of underwriting and sub-underwriting on voting power

As set out above, the Offer is underwritten by Grandbridge Securities.

MEC has agreed to partially sub-underwrite Grandbridge Securities‟ Underwriting Commitment (of 103,477,123 Shares), up to a maximum of 40 million Shares.

As at the date of this Prospectus:

• (a) Grandbridge Securities holds a relevant interest (through its associate, Grandbridge Limited) in 6,778,200 Shares and its voting power in the Company is 3.28%; and

• (b) MEC holds a relevant interest in 23,318,379 Shares and its voting power in the Company is 11.26%. MEC has indicated that intends to take up its full Entitlement (being equal to 11,659,190 Shares).

The potential maximum increase in Grandbridge Securities‟ voting power in the Company as a result of its Underwriting Commitment is 19.35%, assuming:

• (c) Grandbridge Limited does not take up its Entitlement;

• (d) a Shortfall of more than 40 million Shares; and

• (e) no existing Options are exercised.

Grandbridge Securities‟ voting power following completion of the Offer and assuming the matters in (c) to (e) above, will therefore be approximately 22.63%.

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If the Placement Condition to the Sub-Underwriting Agreement between MEC and Grandbridge Securities is not satisfied and MEC‟s sub-underwriting commitment therefore terminates, the potential maximum increase in Grandbridge Securities‟ voting power in the Company as a result of its Underwriting Commitment, assuming it elects to waive the Sub-Underwriting Condition and further assuming the matters in paragraph (c)(i) and (c)(iii) above, will therefore be approximately 32.24%. Grandbridge Securities‟ voting power following completion of the Offer in those circumstances would therefore be approximately 35.52%.

The potential maximum increase in MEC‟s voting power in the Company as a result of its sub-underwriting commitment is 12.89%, assuming:

• (f) MEC takes up its full Entitlement;

• (g) a Shortfall of at least 40 million Shares; and

• (h) no existing Options are exercised.

MEC‟s voting power following completion of the Offer and assuming the matters in (f) to (h) above, will therefore be approximately 24.15%.

If Grandbridge Securities or MEC do not take up their full Entitlement or the Shortfall is less than MEC‟s sub-underwriting commitment of 40 million Shares, Grandbridge Securities‟ and MEC‟s underwriting and sub-underwriting commitments, and therefore their voting power, will reduce by a corresponding amount.

5.3 Continuous disclosure obligations

This document is issued pursuant to section 713 of the Corporations Act as a “transaction specific prospectus”. In general terms transaction specific prospectuses are only required to contain information in relation to the effect of the issue of Shares on the Company and the rights attaching to the Shares. It is not necessary to include general information in relation to all of the assets and liabilities, financial position, profits and losses or prospects of the issuing company.

Section 713 of the Corporations Act enables companies to issue transaction specific prospectuses where those companies are and have been “disclosing entities” for a period of 12 months.

The Company is a “disclosing entity” (as defined in Section 111AC of the Corporations Act) and, as such, is subject to regular reporting and disclosure requirements. As a listed company, the Company is subject to the Listing Rules that require it to immediately notify ASX of any information concerning the Company of which it is or becomes aware and which a reasonable person would expect to have a material effect on the price or value of Shares. The Shares offered pursuant to this Prospectus are of a class that has been continuously quoted on ASX for at least 12 months prior to the date of issue of this Prospectus.

Copies of documents lodged in relation to the Company with the ASIC may be obtained from or inspected at any office of the ASIC.

Having taken such precautions and having made such enquires as are reasonable, the Company believes that it has complied with the general and specific requirements of ASX as applicable from time to time throughout the 12

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months before the issue of this Prospectus which required the Company to notify ASX of information about specified events or matters as they arise for the purpose of ASX making that information available to the stock market conducted by ASX.

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

The Company will provide a copy of each of the following documents free of charge, to any person on request during the application period in relation to this document:

• (a) the Annual Report of the Company most recently lodged with the ASIC;

• (b) any half year financial report lodged with ASIC by the Company after the lodgement of the Company‟s 2009 Annual Financial Report and before the lodgement of this Prospectus with the ASIC; and

• (c) any continuous disclosure given by the Company after the lodgement of that Annual Report and before lodgement of this document with ASIC.

For details of announcements lodged with the ASX since the date of lodgement of the 2009 Annual Report, refer to the table set out below:

Date	Announcement
26/07/2010	BPH To Engage in Melanoma DrugDiscoveryProgram
23/07/2010	Cortical Dynamics Paper Published in AnaesthesiologyJournal
22/07/2010	Appendix 3B
19/07/2010	MMR: PEP 11 Site SurveyReport
19/07/2010	Response to ASX Price and Volume Query
12/07/2010	Appendix 4c –quarterly
09/07/2010	Cortical Dynamics Australian Patent Granted
05/07/2010	GBA: Advent EnergyAdditional Information to Earlier Release
05/07/2010	Advent Energy– Additional Information to Earlier Release
05/07/2010	MMR: Advent Energy– Additional Information to Earlier Release
05/07/2010	BPH Investee Advent Energy– Resource Estimate Update
02/07/2010	Becominga substantial holder
28/06/2010	HLS5 Operational Update
17/06/2010	BUY: PEP 11 DrillingPreparation Update
15/06/2010	Expiryof Quoted Options - Updated Capital Structure
28/05/2010	Appendix 3B
12/05/2010	BPH Corporate Investee Advent Energy– Technical Update
12/05/2010	Cortical Dynamics Ltd Completes FunctionalityTrial
04/05/2010	BPH Corporate Ltd – 2010 BIO International Convention
03/05/2010	Cortical Dynamics Poster Presentation at ANZCA
20/04/2010	MMR: Advent EnergyContracts DrillingRigfor PEP 11 Off. NSW
20/04/2010	Advent EnergyContracts DrillingRigfor PEP 11 Offshore NSW

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Date	Announcement
20/04/2010	Advent EnergyContracts DrillingRigfor PEP 11 Offshore NSW
16/04/2010	TradingHalt
14/04/2010	Appendix 4C –quarterly
12/04/2010	Advent EnergyFundingUpdate
07/04/2010	Advent Energy– Operations Update
07/04/2010	Advent EnergyLimited Investment Update
07/04/2010	MMR: Advent EnergyLimited FundingUpdate
22/03/2010	Novel Anti-Microtubule Cancer Therapeutics Update
19/03/2010	BPH Presentation
17/03/2010	Response to ASX Price and Volume Query
17/03/2010	Advent EnergySite Survey
10/03/2010	Results of Meeting
02/03/2010	Cortical Dynamics to Present at ANZCA
26/02/2010	MEC Development PEP 11 Drilling
18/02/2010	Appendix 3B
18/02/2010	Half YearlyReport and Accounts
09/02/2010	Notice of General Meeting/ProxyForm
01/02/2010	Advent EnergyLimited – PEP 11 Update
15/01/2010	Results of Annual General Meeting
15/01/2010	Appendix 4C –quarterly
08/01/2010	Amended Appendix 3B
07/01/2010	Change in substantial holding
07/01/2010	Allocation of Placement Shares and Options/TopTwenty
06/01/2010	BPH Initiates Investment Option with Advent Energy
06/01/2010	BPH Initiates Investment Option with Advent Energy
29/12/2009	Allocation of Placement Shares and Options/TopTwenty
29/12/2009	Change of Director‟s Interest Notice
29/12/2009	Change of Director‟s Interest Notice
29/12/2009	Becominga substantial shareholder from MMR
29/12/2009	Appendix 3B
29/12/2009	Change of CompanyName
29/12/2009	Results of Meeting
22/12/2009	Disclosure Document
15/12/2009	Cortical Dynamics SuccessfullyCompletes NHMRC Grant
03/12/2009	BioPharmica Limited Completes Capital Raising
30/11/2009	Amended Indicative Timetable
25/11/2009	BioPharmica Limited General Meeting – Amended Indicative
	Timetable
23/11/2009	Notice of Annual General Meeting/ProxyForm
23/11/2009	Notice of General Meeting/ProxyForm
23/11/2009	Extension of Time to Hold 2009 Annual General Meeting
20/11/2009	HLS5 Presentation 51stASH Annual Meeting

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Date	Announcement
13/11/2009	NHMRC $608,500 Grant for HLS5
10/11/2009	BioPharmica Ltd – 2009 Annual General MeetingUpdate
13/10/2009	Appendix 4C –quarterly
12/10/2009	Appendix 3B
02/10/2009	Molecular DiscoverySystems Spin Off and IPO

ASX maintains files containing publicly available information for all listed companies. The Company‟s file is available for inspection at ASX during normal office hours. The announcements are also available through the Company‟s website at: www.bphcorporate.com.au.

5.4 Competent person

The technical information provided in this Prospectus has been compiled byMr Dang Lan Nyugen, a qualified geologist with over 20 years‟ experience. Mr Nyugen is a member of the Society of Petroleum Engineers, the American Association of Petroleum Geologists and the Petroleum Exploration Society of Australia. Mr Nyugen has reviewed the results, procedures and data contained in this Prospectus. Mr Nyugen consents to the inclusion in this Prospectus of the matters based on the information in the form and context in which it appears.

5.5 Consent

The following parties have given and have not withdrawn their written consent to being named in this Prospectus in the form and context in which they are named. They have not authorised or caused the issue of this Prospectus and do not accept any liability to any persons in respect of any false or misleading statement in, or omission from, any part of this Prospectus:

• (a) Steinepreis Paganin, as the solicitors to the Company;

• (b) Deloitte Touche Tohmatsu, as the Company‟s auditors; and

• (c) Grandbridge Securities, as the underwriter to the Offer.

5.6 Directors’ interests and remuneration of Directors

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

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

• (b) property acquired or proposed to be acquired by the Company in connection with its formation or promotion or the offer of securities pursuant to this Prospectus; or

• (c) the offer of securities pursuant to this Prospectus,

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

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The Directors‟ interests in Shares and Options at the date of this Prospectus are:

Directors	Shares	Entitlement	Unlisted Options
Hock Goh	961,538	480,769	2,000,0001
David Breeze	13,019,621	6,509,811	2,000,0002
Deborah Ambrosini	-	-	2,000,0003
GregGilbert	961,538	480,769	2,000,0004

Notes:

1 Exercisable at $0.45 each on or before 31 December 2014.

2 Exercisable at $0.45 each on or before 31 December 2014.

3 One million exercisable at $0.15 each on or before 30 June 2013 and one million exercisable at $0.45 each on or before 31 December 2014.

4 Exercisable at $0.15 each on or before 31 October 2010.

The Constitution of the Company provides that the non-executive Directors may be paid for their services as Directors, a sum not exceeding such fixed sum per annum as may be determined by the Company in general meeting (currently set at $250,000), to be divided among the Directors and in default of agreement then in equal shares.

Directors, companies associated with the Directors or their associates are also reimbursed for all reasonable expenses incurred in the course of conducting their duties, which include, but are not in any way limited to, out of pocket expenses, travelling expenses, disbursements made on behalf of the Company and other miscellaneous expenses.

No non-executive Director shall be paid as part or whole of his remuneration a commission on or a percentage of profits or operating revenue.

If a Director is called upon to perform extra services or make any special exertions on behalf of the Company or its business, the Directors may remunerate that Director in accordance with such services or exertions, and such remuneration may be either in addition to or in substitution for the remuneration provided in the form of Director‟s fees.

The table below sets out the remuneration provided to the Directors and their associated companies during the last financial year prior to the date of this Prospectus and their current remuneration at the date of this Prospectus, inclusive of Director‟s fees and consultancy fees.

Director	Year Ended 30 June 2009	1 July 2009 to Current
Hock Goh	$25,000	$25,000
David Breeze	$148,000	$148,000
Deborah Ambrosini	-	$22,166
GregGilbert	$25,000	$25,000

5.7 Legal proceedings

There is no litigation, arbitration or proceeding pending against or involving the Company as at the date of this Prospectus.

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5.8 Interests of experts and advisers

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

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

• (b) property acquired or proposed to be acquired by the Company in connection with its formation or promotion or the offer of Shares pursuant to this Prospectus; or

• (c) the offer of Shares pursuant to this Prospectus,

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

Steinepreis Paganin have acted as solicitors to the Company in relation to the Offer. The Company estimates it will pay Steinepreis Paganin $25,000 in respect of this work up to the date of lodgement of this Prospectus. In the past 24 months, Steinepreis Paganin have received $122,805 in fees from the Company.

Grandbridge Securities acts as underwriter to the Offer. The terms of the Underwriting Agreement and the fees payable to Grandbridge Securities are summarised in Section 5.1 of this Prospectus. In the past 24 months, Grandbridge Securities has received $18,040 in fees from the Company.

Deloitte Touche Tohmatsu act as the Company‟s auditors. In the past 24 months, Deloitte Touche Tohmatsu have not received any payments from the Company.

5.9 Expenses of the Offer

The estimated expenses of the Offer (excluding GST) are as follows:

Expense	Amount
ASIC fees	$2,068
Printing, mailing and other expenses	$25,000
ASX fees	$20,000
Underwriting fees	$496,690
Legal fees	$25,000
Total	$568,758

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6. SECTION 6 – DIRECTORS’ AUTHORISATION

• 6.1 Directors’ authorisation and consent

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.

Dated the 30[th] day of July 2010

---

Ms Deborah Ambrosini Executive Director For and on behalf of BPH Corporate Ltd

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GLOSSARY

Advent or Advent Energy means Advent Energy Ltd (ABN 39 109 955 400).

AEST means Australian Eastern Standard Time as observed in Sydney, New South Wales.

Applicant means an investor who applies for Shares pursuant to the Offer.

ASIC means the Australian Securities and Investments Commission.

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

Business Day means a day on which trading takes place on ASX.

Closing Date means the closing date of the Offer as specified in the timetable on page 1 of this Prospectus.

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

Constitution means the Company‟s Constitution as at the date of this Prospectus.

Corporations Act means the Corporations Act 2001 (Cth).

Deloitte Touche Tohmatsu means Deloitte Touche Tohmatsu ABN 74 490 121 060.

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

Dollar or “$” means Australian dollars.

Entitlement means a Shareholder‟s entitlement to the Shares offered under this Prospectus.

Entitlement and Acceptance Form means the entitlement and acceptance form either attached to or accompanying this Prospectus.

Foreign Shareholder means a person registered as a Shareholder as at the Record Date whose registered address is outside Australia or New Zealand.

Grandbridge Securities means Grandbridge Securities Pty Ltd ACN 087 432 353, a wholly owned subsidiary of Grandbridge Limited ACN 089 311 026.

Listing Rules or ASX Listing Rules means the Listing Rules of ASX.

MEC means MEC Resources Ltd ACN 113 900 020.

Offer or Entitlement Issue means the non-renounceable entitlement issue of one (1) Share for every two (2) Shares held on the Record Date.

Prospectus means this prospectus.

Record Date means the date specified in the timetable on page 1 of this Prospectus.

Section means a section in this Prospectus.

Security means Shares and Options.

SERS means Synthetic Enhanced Raman Spectroscopy.

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

Share Registry means Security Transfer Registrars Pty Ltd of 770 Canning Hwy, Applecross, Western Australia 6153.

Shareholder means a shareholder of the Company.

Shortfall means the Shares (if any) not taken up under the Entitlement Issue.

Shortfall Application Form means the shortfall application form either attached to or accompanying this Prospectus.

Shortfall Offer means the offer of the Shortfall pursuant to this Prospectus.

Underwriter means Grandbridge Securities.

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

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[ENTITLEMENT AND ACCEPTANCE FORM]

31

[SHORTFALL APPLICATION FORM]

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