BPH ENERGY LTD — Capital/Financing Update 2011

Jan 23, 2011

Appendix 3B New issue announcement

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

New issue announcement, application for quotation of additional securities and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

Introduced 1/7/96. Origin: Appendix 5. Amended 1/7/98, 1/9/99, 1/7/2000, 30/9/2001, 11/3/2002, 1/1/2003, 24/10/2005.

Name of entity

BPH Energy Limited ( formerly BPH Corporate Limited )

ABN

41 095 912 002

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

1+Class of+securities issued or tobe issued2Number of+securities issued orto be issued (if known) ormaximum number which may beissued3Principal terms of the+securities(eg, if options, exercise price andexpirydate;ifpartlypaid+securities,theamountoutstanding and due dates forpayment;if+convertiblesecurities, the conversion priceand dates for conversion)	Unlisted options issued under the EmployeeOption Scheme
	655,000
	Exercisable at 16c on or before 21 January2016

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

4Do the+securities rank equally inall respects from the date ofallotment with an existing+classof quoted+securities?If the additional securities do notrank equally, please state: the date from which they do the extent to which theyparticipateforthenextdividend, (in the case of atrust, distribution) or interestpayment the extent to which they donot rank equally, other than inrelation to the next dividend,distributionorinterestpayment5Issue price or consideration6Purpose of the issue(If issued as consideration for theacquisitionofassets,clearlyidentify those assets)7Dates of entering+securitiesinto uncertificated holdings ordespatch of certificates8Numberand+classofall+securitiesquotedonASX(includingthesecuritiesinclause 2 if applicable)	No	No
	Nil
	Issued under Employee Option Scheme
	21 January 2011
	Number	+Class
	206,731,20710,190,356	OrdinaryOptions exercisableat 20c on orbefore8December2011

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

9Numberand+classofall+securities not quoted on ASX(includingthesecuritiesinclause 2 if applicable)	Number	+Class
	2,855,0001,500,0009,375,000Post Consolidation	Optionsissuedunderthe employee shareoption schemeOptions exercisableat.894c each expiring31 December 2014OrdinarySharesrestricteduntil4October2011

• 10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)

Part 2 - Bonus issue or pro rata issue

• 11 Is security holder approval n/a required?

• 12 Is the issue renounceable or non‐ n/a renounceable?

• 13 Ratio in which the[+] securities n/a will be offered

• 14 +Class of +securities to which the n/a offer relates

• 15 +Record date to determine n/a entitlements

• 16 Will holdings on different n/a registers (or subregisters) be aggregated for calculating entitlements?

• 17 Policy for deciding entitlements n/a in relation to fractions

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

18Names of countries in which theentity has+security holders whowill not be sent new issuedocumentsNote: Security holders must be told how theirentitlements are to be dealt with.Cross reference: rule 7.7.	n/a	n/a	n/a
19Closingdateforreceiptofacceptances or renunciations20Names of any underwriters21Amount of any underwriting feeor commission22Names of any brokers to theissue23Fee or commission payable tothe broker to the issue24Amount of any handling feepayable to brokers who lodgeacceptances or renunciations onbehalf of+security holders25If the issue is contingent on+security holders’ approval, thedate of the meeting26Date entitlement and acceptanceform and prospectus or ProductDisclosure Statement will be sentto persons entitled27If the entity has issued options,and the terms entitle optionholderstoparticipateonexercise, the date on whichnotices will be sent to optionholders
	n/a
	n/a
	n/a
	n/a
	n/a
	n/a
	n/a
	n/a
	n/a
28Date rights trading will begin (ifapplicable)29Date rights trading will end (ifapplicable)
	n/a
	n/a

• See chapter 19 for defined terms.

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30 How do[+] security holders sell their entitlements in full through a broker?

n/a

31 How do[+] security holders sell part of their entitlements through a broker and accept for the balance?

n/a

32 How do +security holders dispose of their entitlements (except by sale through a broker)? 33 +Despatch date

n/a

n/a

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

• 34 Type of securities ( tick one )

• (a) Securities described in Part 1

(b) All other securities

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

• 35 If the[+] securities are[+] equity securities, the names of the 20 largest holders of the additional[+] securities, and the number and percentage of additional[+] securities held by those holders

• 36 If the[+] securities are[+] equity securities, a distribution schedule of the additional +securities setting out the number of holders in the categories 1 ‐ 1,000 1,001 ‐ 5,000

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

5,001 ‐ 10,000 10,001 ‐ 100,000 100,001 and over

37 A copy of any trust deed for the additional[+] securities

Entities that have ticked box 34(b)

b f f hh	b f f hh
38Numer o securi+quotation is sough	ies or wict
39Class of+securitiquotation is sought	es for which
40Do the+securitiesall respects fromallotment with an +	rank equally inth dt f
	e ae oexisting+class
of quotedsecuritiIf the additional serank equally, pleas	s?
	curities do note state:
 the date from w the extent to	hich they dowhich they
participatefodividend, (in	rthenextthe case of a
trust, distributipayment	on) or interest
 the extent to which they donot rank equally, other than inrelation to the next dividend,distributionorinterestpayment41Reason for request for quotationnowExample: In the case of restricted securities, endof restriction period(if issued upon conversion ofanother security, clearly identifythat other security)
		Number		+Class

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

42 Number and +class of all +securities quoted on ASX ( including the securities in clause 38)

Quotation agreement

• 1 +Quotation of our additional +securities is in ASX’s absolute discretion. ASX may quote the[+] securities on any conditions it decides.

• 2 We warrant the following to ASX.

  • The issue of the[+] securities to be quoted complies with the law and is not for an illegal purpose.

  • There is no reason why those[+] securities should not be granted +quotation.

  • An offer of the[+] securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.

Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

• Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any[+] securities to be quoted and that no‐one has any right to return any[+] securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the[+] securities be quoted.

• If we are a trust, we warrant that no person has the right to return the +securities to be quoted under section 1019B of the Corporations Act at the time that we request that the[+] securities be quoted.

• 3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.

• 4 We give ASX the information and documents required by this form. If any information or document not available now, will give it to ASX before +quotation of the +securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

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Sign here:

Date: 24 January 2011 (Director/Company secretary)

Print name: Deborah Ambrosini

• See chapter 19 for defined terms.

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