BPH ENERGY LTD — Proxy Solicitation & Information Statement 2009

Feb 17, 2009

BIOPHARMICA LIMITED

ABN 41 095 912 002

NOTICE OF GENERAL MEETING

TIME : 3:00pm (WDST)

DATE : 18[th] March 2009

PLACE : 14 View Street NORTH PERTH WA 6006

This Notice of Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting.

Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary on (08) 9328 8366.

CONTENTS PAGE

Notice of Meeting (setting out the proposed resolutions) 3 Explanatory Statement (explaining the proposed resolutions) 5 Proxy Form 9

T I M E AN D P LA CE OF G E NE RAL ME E TING AN D HOW TO VOTE

VENUE

The General Meeting of the Shareholders of Biopharmica Limited to which this Notice of Meeting relates will be held at 3:00pm (WDST) on 18[th] March 2009 at:

14 View Street

NORTH PERTH WA 6006

YOUR VOTE IS IMPORTANT

The business of the General Meeting affects your shareholding and your vote is important.

VOTING IN PERSON

To vote in person, attend the General Meeting on the date and at the place set out above.

VOTING BY PROXY

To vote by proxy, please complete and sign the proxy form enclosed and send the proxy form:

(a) by post to BioPharmica Limited, PO Box 317, North Perth, Western Australia, 6906; or (b) by facsimile to the Company on facsimile number (08) 9328 8733,

so that it is received not later than 3:00pm (WDST) on 16[th] March 2009.

Proxy forms received later than this time will be invalid.

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NOTICE OF GENERAL MEETING

Notice is given that a General Meeting of Shareholders of BioPharmica Limited will be held at 14 View Street, North Perth, Western Australia, at 3:00pm (WDST) on 18[th] March 2009.

The Explanatory Statement to this Notice of Meeting provides additional information on matters to be considered at the General Meeting. The Explanatory Statement and the proxy form are part of this Notice of Meeting.

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the General Meeting are those who are registered Shareholders of the Company at the close of business on 16[th] March 2009.

AGENDA

1. RESOLUTION 1 – PLACEMENT OF SHARES TO DIRECTOR (DAVID BREEZE)

To consider and, if thought fit, to pass the following resolution as an ordinary resolution :

“That, for the purposes of Section 208 of the Corporations Act, ASX Listing Rule 10.11 and for all other purposes, approval is given for the Directors to allot and issue 2,846,152 Shares to David Breeze (or his nominee) on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion : The Company will disregard any votes cast on this Resolution by David Breeze (or his nominee) or any of his associates.

2. RESOLUTION 2 – PLACEMENT OF SHARES TO DIRECTOR (HOCK GOH)

To consider and, if thought fit, to pass the following resolution as an ordinary resolution :

“That, for the purposes of Section 208 of the Corporations Act, ASX Listing Rule 10.11 and for all other purposes, approval is given for the Directors to allot and issue 961,538 Shares to Hock Goh (or his nominee) on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion : The Company will disregard any votes cast on this Resolution by Hock Goh (or his nominee) or any of his associates.

3. RESOLUTION 3 – PLACEMENT OF SHARES TO DIRECTOR (GREG GILBERT)

To consider and, if thought fit, to pass the following resolution as an ordinary resolution :

“That, for the purposes of Section 208 of the Corporations Act, ASX Listing Rule 10.11 and for all other purposes, approval is given for the Directors to allot and issue 961,538 Shares to Greg Gilbert (or his nominee) on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion : The Company will disregard any votes cast on this Resolution by Greg Gilbert(or his nominee) or any of his associates.

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DATED: 12[th] February 2009

BY ORDER OF THE BOARD

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DEBORAH AMBROSINI COMPANY SECRETARY

Voting Exclusion Note:

Where a voting exclusion applies, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote in accordance with the directions on the proxy form or it is cast by the person chairing the General Meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

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E X P L A N A TO R Y S T A TE M E N T

This Explanatory Statement has been prepared for the information of the Shareholders of the Company in connection with the business to be conducted at the General Meeting to be held at 14 View Street, North Perth, Western Australia on 18[th] March 2009 at 3:00pm (WDST).

This purpose of this Explanatory Statement is to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions in the Notice of Meeting.

1. RESOLUTIONS 1 – 3 – PLACEMENT OF SHARES TO DIRECTORS

1.1 General

The Company has agreed, subject to obtaining Shareholder approval, to allot and issue Shares to the following Directors and in the following proportions:

• (a) 2,846,152 Shares to David Breeze;

• (b) 961,538 Shares to Hock Goh; and

• (c) 961,538 Shares to Greg Gilbert,

( Director Shares ) as full and final consideration of the Director fees for the period 1 July 2008 to 30 June 2009 on the terms and conditions set out below.

As set out above, for a public company, or an entity that the public company controls, to give a financial benefit to a related party of the public company, the public company or entity must:

• (a) obtain the approval of the public company’s members in the manner set out in Sections 217 to 227 of the Corporations Act; and

• (b) give the benefit within 15 months following such approval,

unless the giving of the financial benefit falls within an exception set out in Sections 210 to 216 of the Corporations Act.

In addition, ASX Listing Rule 10.11 also requires shareholder approval to be obtained where an entity issues, or agrees to issue, securities to a related party, or a person whose relationship with the entity or a related party is, in ASX’s opinion, such that approval should be obtained unless an exception in ASX Listing Rule 10.12 applies.

The allotment and issue of the Director Shares requires the Company to obtain Shareholder approval because the allotment and issue of the Director Shares constitutes giving a financial benefit to each of David Breeze, Hock Goh and Greg Gilbert.

It is the view of the Directors that the exceptions set out in Sections 210 to 216 of the Corporations Act and ASX Listing Rule 10.12 do not apply in the current circumstances. Accordingly, Shareholder approval is sought for the allotment and issue of the Director Shares.

1.2 Shareholder Approval (Chapter 2E of the Corporations Act and Listing Rule 10.11)

Pursuant to and in accordance with the requirements of Sections 217 to 227 of the Corporations Act and ASX Listing Rule 10.13, the following information is provided in relation to the proposed grant of the Director Shares:

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• (a) David Breeze, Hock Goh and Greg Gilbert are related parties of the Company by virtue of being Directors;

(b) the maximum number of Director Shares (being the nature of the financial benefit being provided) to be issued to each of the Directors is: (i) David Breeze: 2,846,152 Director Shares; (ii) Hock Goh: 961,538 Director Shares; and (iii) Greg Gilbert: 961,538 Director Shares,

at a deemed issue price of $0.026 per Director Share (determined based on the average closing Share price over the last 7 trading days prior to the date the Board resolved to issue the Director Shares, subject to Shareholder approval);

• (c) the Director Shares will be issued to the Directors no later than 1 month after the date of the General Meeting (or such later date as permitted by any ASX waiver or modification of the ASX Listing Rules) and it is anticipated the Director Shares will be issued on one date;

• (d) the Director Shares will be issued for nil cash consideration, accordingly no funds will be raised. The Director Shares are issued as part of the Directors’ remuneration for the period 1 July 2008 to 30 June 2009;

• (e) the Director Shares are to be issued on the same terms and conditions as the existing fully paid ordinary shares in the capital of the Company;

• (f) based on a deemed issue price of $0.026 per Director Share, the total value of the Director Shares is approximately $124,000 This amount represents the combined remuneration currently owed by the Company to the Directors for their services for the period commencing on 1 July 2008 and ending on 30 June 2009. The Board does not consider that there are any significant opportunity costs to the Company or benefits foregone by the Company in issuing the Director Shares upon the terms proposed in lieu of the cash payment currently outstanding. The breakdown of the financial benefit to be given to the Directors is as follows:

Related Party	Shares	$Value
David Breeze	2,846,152	$73,999.99
Hock Goh	961,538	$24,999.99
Greg Gilbert	961,538	$24,999.99
TOTAL:	4,769,228	$123,999.97

(g) the relevant interest of the Directors in securities of the Company are set out below[1] :

out below1:
Related Party	Shares	Options
David Breeze	10,058,702	2,000,0002
Hock Goh	Nil	2,000,0003
Greg Gilbert	Nil	2,000,0004

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1 This table does not take into account the securities to be issued to the Directors if Resolutions 1-3 are approved by Shareholders.

2 2,000,000 Options exerciseable at $0.25 each on or before 8th April 2009. Assuming Resolutions 1-3 are approved, Mr Breeze’s relevant interest in securities of the Company will increase from 17.2% to19.8%, representing an increase of 2.6% in Mr Breeze’s substantial holding in the Company.

3 2,000,000 Options exerciseable at $0.15 each on or before 31st October 2010.

4 2,000,000 Options exerciseable at $0.15 each on or before 31st October 2010.

• (g) the remuneration and emoluments from the Company to David Breeze for both the current financial year and previous financial year are set out below:

below:
Related Party	Current Financial Year	Previous Financial Year
David Breeze	$53,900	$133,000
Hock Goh	$Nil	$16,667
Greg Gilbert	$Nil	$18,750

(h) if the Director Shares are issued to the Directors, this will increase the number of Shares on issue from 70,210,188 to 74,979,416 (assuming that no other Options are exercised and no other Shares issued) with the effect that the shareholding of existing Shareholders would be diluted as follows;

Related Party	Director Shares to be issued	Issued Shares following issue of the Director Shares	Dilutionary effect upon issue of Director Shares
David Breeze	2,846,152	74,979,416	3.79%
Hock Goh	961,538	74,979,416	1.28%
Greg Gilbert	961,538	74,979,416	1.28%
TOTAL	4,769,228	74,979,416	6.35%

(i) the trading history of the Shares on ASX in the 12 months before the date of this Notice of General Meeting is set out below:

	Price	Date
Highest	7 cents	6 February 2008
Lowest	1.5 cents	27 November 2008
Last	1.8 cents	12 February 2009

(j) the Board acknowledges the issue of the Director Shares is contrary to Recommendation 9.3 of the ASX Good Corporate Governance and Best Practice Recommendations. However, the Board considers the issue of the Director Shares to be reasonable in the circumstances, given the necessity to attract the highest calibre of professionals to the Company, whilst maintaining the Company’s cash reserves;

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• (k) David Breeze declines to make a recommendation to Shareholders in relation to Resolution 1 due to his material personal interest in the outcome of the Resolution. The other Directors, who do not have a material interest in the outcome of Resolution 1, recommend that Shareholders vote in favour of Resolution 1. The Board (other than David Breeze) is not aware of any other information that would be reasonably required by Shareholders to allow them to make a decision whether it is in the best interests of the Company to pass the Resolution;

• (l) Hock Goh declines to make a recommendation to Shareholders in relation to Resolution 2 due to his material personal interest in the outcome of the Resolution. The other Directors, who do not have a material interest in the outcome of Resolution 2, recommend that Shareholders vote in favour of Resolution 2. The Board (other than Hock Goh) is not aware of any other information that would be reasonably required by Shareholders to allow them to make a decision whether it is in the best interests of the Company to pass the Resolution; and

• (m) Greg Gilbert declines to make a recommendation to Shareholders in relation to Resolution 3 due to his material personal interest in the outcome of the Resolution. The other Directors, who do not have a material interest in the outcome of Resolution 3, recommend that Shareholders vote in favour of Resolution 3. The Board (other than Greg Gilbert) is not aware of any other information that would be reasonably required by Shareholders to allow them to make a decision whether it is in the best interests of the Company to pass the Resolution.

Approval pursuant to ASX Listing Rule 7.1 is not required in order to issue the Director Shares as approval is being obtained under ASX Listing Rule 10.11. Accordingly, the issue of Director Shares will not be included in the 15% calculation of the Company’s annual placement capacity pursuant to ASX Listing Rule 7.1.

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PROXY FORM

APPOINTMENT OF PROXY BIOPHARMICA LIMITED ABN 41 095 912 002

GENERAL MEETING

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I/We of

being a member of BioPharmica Limited entitled to attend and vote at the General Meeting, hereby Appoint Name of proxy OR the Chair of the General Meeting as your proxy

Appoint

or failing the person so named or, if no person is named, the Chairman of the General Meeting or the Chairman’s nominee, to vote in accordance with the following directions or, if no directions have been given, as the proxy sees fit at the General Meeting to be held at 3:00pm (WDST), on 18[th] March 2009 at 14 View Street, North Perth, Western Australia and at any adjournment thereof.

If no directions are given, the Chair will vote in favour of all the Resolutions.

If the Chair of the General Meeting is appointed as your proxy, or may be appointed by default, and you do not wish to direct your proxy how to vote as your proxy in respect of Resolutions 1 to 3 please place a mark in this box.

By marking this box, you acknowledge that the Chair of the General Meeting may exercise your proxy even if he or she has an interest in the outcome of Resolutions 1 to 3 and that votes cast by the Chair of the General Meeting for Resolutions 1 to 3 other than as proxy holder will be disregarded because of that interest. If you do not mark this box, and you have not directed your proxy how to vote, the Chair will not cast your votes on Resolutions 1 to 3 and your votes will not be counted in calculating the required majority if a poll is called on Resolutions 1 to 3.

Voting on Business of the General Meeting

FOR AGAINST ABSTAIN

Resolution 1 – Placement of Shares – David Breeze Resolution 2 – Placement of Shares – Hock Goh Resolution 3 – Placement of Shares – Greg Gilbert

Please note : If you mark the abstain box for a particular Resolution, you are directing your proxy not to vote on that Resolution on a show of hands or on a poll and your votes will not to be counted in computing the required majority on a poll.

Signature of Member(s): Date: ____ Individual or Member 1 Member 2 Member 3 Sole Director/Company Secretary Director Director/Company Secretary

Contact Name: _____ Contact Ph (daytime): _________

BIOPHARMICA LIMITED

ABN 41 095 912 002

Instructions for Completing ‘Appointment of Proxy’ Form

1.

( Appointing a Proxy ): A member entitled to attend and vote at a General Meeting is entitled to appoint not more than two proxies to attend and vote on a poll on their behalf. The appointment of a second proxy must be done on a separate copy of the Proxy Form. Where more than one proxy is appointed, such proxy must be allocated a proportion of the member’s voting rights. If a member appoints two proxies and the appointment does not specify this proportion, each proxy may exercise half the votes. A duly appointed proxy need not be a member of the Company.

2.

( Direction to Vote ): A member may direct a proxy how to vote by marking one of the boxes opposite each item of business. Where a box is not marked the proxy may vote as they choose. Where more than one box is marked on an item the vote will be invalid on that item.

3. ( Signing Instructions ):

• ( Individual ): Where the holding is in one name, the member must sign.

• ( Joint Holding ): Where the holding is in more than one name, all of the members must sign.

• ( Power of Attorney ): If you have not already provided the Power of Attorney with the registry, please attach a certified photocopy of the Power of Attorney to this form when you return it.

• ( Companies ): Where the company has a sole director who is also the sole company secretary, that person must sign. Where the company (pursuant to Section 204A of the Corporations Act) does not have a company secretary, a sole director can also sign alone. Otherwise, a director jointly with either another director or a company secretary must sign. Please sign in the appropriate place to indicate the office held.

• ( Attending the General Meeting ): Completion of a Proxy Form will not prevent individual members from attending the General Meeting in person if they wish. Where a member completes and lodges a valid Proxy Form and attends the General Meeting in person, then the proxy’s authority to speak and vote for that member is suspended while the member is present at the General Meeting.

• ( Return of Proxy Form ): To vote by proxy, please complete and sign the enclosed Proxy Form and return by:

• (a) by post to BioPharmica Limited, PO Box 317, North Perth, Western Australia, 6906; or

• (b) by facsimile to the Company on facsimile number (08) 9328 8733,

so that it is received not later than 3:00pm (WDST) on 16[th] March 2009.

Proxy forms received later than this time will be invalid.