BPH ENERGY LTD — Proxy Solicitation & Information Statement 2010

Nov 3, 2010

ABN 41 095 912 002

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

NOTICE OF GENERAL MEETING

TIME : 10:00am (WST) DATE : Friday, 3 December 2010 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. IMPORTANT: Shareholders should carefully consider the Independent Expert’s Report prepared by MGI for the purposes of Resolution 1 and the Shareholder approval required pursuant to ASX Listing Rule 10.1 which comments on the fairness and reasonableness of the Advent Investment to the non-associated Shareholders in the Company and concludes that the proposed transaction is FAIR AND REASONABLE.

Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact Deborah Ambrosini, the Company Secretary on +61 8 9328 8477.

CONTENTS

Notice of Meeting (setting out the proposed Resolutions)	3
Explanatory Statement (explaining the proposed Resolutions)	5
Glossary	15
Schedule 1 – Terms of Free Attaching Options	16
Schedule 2 – Dilutionary Effect of the Capital Raising	18
Schedule 3 – Pro-forma Balance Sheet	19
Proxy Form	Attached
Annexure A – ASX Announcement Dated 11 October 2010	Attached
Annexure B – Independent Expert’s Report	Attached
TIME AND PLACE OF ME ETING AND HOW TO VOT E

Venue

The Meeting of the Shareholders to which this Notice of Meeting relates will be held at 10:00am (WST) on Friday, 3 December 2010 at 14 View Street, North Perth, Western Australia .

Your Vote Is Important

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

Voting In Person

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

Voting By Proxy

To vote by proxy, please complete and sign the enclosed Proxy Form and return by:

• (a) post to BPH Corporate Ltd, 14 View Street, North Perth, Western Australia, 6006;

• (b) facsimile to the Company on facsimile number +61 8 9328 8733; or

• (c) email to the Company at admin@bphcorporate.com.au,

so that it is received not later than 5:00pm (WST) on Tuesday, 30 November 2010.

Proxy Forms received later than this time will be invalid.

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NOTICE OF GENERAL MEETI NG

Notice is given that the Meeting of Shareholders will be held at 10:00am (WST) on Friday, 3 December 2010 at 14 View Street, North Perth, Western Australia.

The Explanatory Statement to this Notice of Meeting provides additional information on matters to be considered at the 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 Meeting are those who are registered Shareholders of the Company at 7:00pm (Sydney time) on Wednesday, 1 December 2010.

Terms and abbreviations used in this Notice of Meeting and Explanatory Statement are defined in the Glossary.

AGENDA

ORDINARY BUSINESS

1. RESOLUTION 1 – ACQUISITION OF A SUBSTANTIAL ASSET AND CHANGE IN NATURE AND SCALE OF ACTIVITIES

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :

“That, subject to the passing of Resolutions 2 and 3, and for the purpose of Listing Rules 10.1 and 11.1.2 and all other purposes, approval be and is hereby given for the Company to subscribe for up to 12 million ordinary, fully paid shares in the capital of Advent Energy Ltd and make a significant change to the nature and scale of its activities as set out in the Explanatory Statement.”

Voting Exclusion: The Company will disregard any votes cast on Resolution 1 by a party to the transaction, any person who might obtain a benefit if Resolution 1 is passed (except a benefit solely in the capacity of a holder of ordinary Shares) and any associate(s) of that person (or those persons. However, 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 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.

Independent Expert’s Report : Shareholders should carefully consider the Independent Expert’s Report prepared by MGI for the purposes of the Shareholder approval required pursuant to ASX Listing Rule 10.1 which comments on the fairness and reasonableness of the Advent Investment to the non-associated Shareholders in the Company and concludes that the proposed transaction is fair and reasonable .

2. RESOLUTION 2 – CONSOLIDATION OF CAPITAL

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :

“That, subject to the passing of Resolutions 1 and 3, for the purposes of section 254H of the Corporations Act, clause 10.1 of the Constitution and for all other purposes, the issued capital of the Company be consolidated on the basis that:

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• (a) every two (2) Shares on issue be consolidated into one (1) Share; and

• (b) every two (2) Options on issue be consolidated into one (1) Option, and the exercise price of each Option be amended in inverse proportion to this ratio in accordance with ASX Listing Rule 7.22.1,

( Consolidation ) with the Consolidation taking effect on a date to be announced to the ASX in accordance with the requirements of the ASX Listing Rules, and where the Consolidation results in a fraction of a Share or an Option being held, the Directors be authorised to round that fraction up to the nearest whole Share or Option (as the case may be).”

3. RESOLUTION 3 – ISSUE OF SHARES AND OPTIONS

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :

“That, subject to the passing of Resolutions 1 and 2, for the purpose of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Directors to allot and issue Shares raising a total of up to $20 million (on a postConsolidation basis), together with 1 free attaching Option for every 2 Shares issued on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion : The Company will disregard any votes cast on this Resolution by any person who may participate in the proposed issue and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, and any associates of those persons. However, 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 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.

4. RESOLUTION 4 – CHANGE OF COMPANY NAME

To consider and, if thought fit, to pass, with or without amendment, the following resolution as a special resolution :

“That, subject to the passing of Resolutions 1, 2 and 3, for the purpose of Section 157(1) of the Corporations Act and for all other purposes, approval is given for the name of the Company to be changed from BPH Corporate Ltd to BPH Energy Limited.”

DATED: 3 NOVEMBER 2010

BY ORDER OF THE BOARD

DEBORAH AMBROSINI DIRECTOR AND COMPANY SECRETARY

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EXPLANATORY STATEMEN T

This Explanatory Statement has been prepared for the information of the Shareholders in connection with the business to be conducted at the Meeting to be held at 10:00am (WST) on Friday, 3 December 2010 at 14 View Street, North Perth, Western Australia.

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.

ORDINARY BUSINESS

1. BACKGROUND

1.1 General

The Company is seeking to change the nature of its activities from a biotechnology company to an alternative investment company (with a focus on investment in the resources sector). Further information on the Company’s new strategy is set out in Section 1.3 below.

At the time that BPH announced its new strategic direction on 11 October 2010, the Company also announced that it would seek Shareholder approval for a change in activities in accordance with the ASX Listing Rules.

1.2 BPH’s current assets

BPH’s existing biotechnology investments include its:

• (a) 3.89% interest in Cortical Dynamics Ltd;

• (b) 20% interest in Molecular Discovery Systems Ltd;

• (c) 51.82% interest in Diagnostic Array Systems Pty Ltd; and

• (d) its interest in the SERS project.

Cortical Dynamics

Cortical Dynamics Ltd is working with BPH Corporate and Swinburne University of Technology to develop and commercialise a unique depth of anaesthesia monitoring system for use during major surgery.

The core technology is based on real time analysis of the patient’s electroencephalograph using a proprietary algorithm based on a mathematically and physiologically detailed understanding of the brain’s rhythmic electrical activity.

The Cortical Dynamics team, lead by Professor David Liley, has recently finished analysing a comprehensive data set from Europe using the Brain Anaesthesia Response ( BAR ) methodology and have completed the results for publication. The team has also successfully completed an NHMRC grant, which has significantly improved the ability of the BAR monitor to detect a wide range of anaesthetic drug effects. This concludes the most important component of the system development and integration of the BAR monitor. Current calibration trials are underway.

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Molecular Discovery Systems (MDS)

This new class of anti-mitotic drugs, discovered by MDS’s cancer cell biology researcher, Dr Robin Scaife, has undergone extensive development toward preclinical testing of anti-cancer activity. Detailed analyses of chemical analogues of the new drug have yielded a new drug that exhibits nearly 1,000 times the biological activity of the initial compound derived by the aforementioned screening process.

The new drug has also recently undergone testing in animals designed to rule out adverse toxic side effects and is, therefore, primed for pre-clinical testing of antitumour activity.

Diagnostic Array Systems (DAS)

Diagnostic Array Systems ( DAS ) is working with BPH Corporate and RMIT University to develop and commercialise BacTrak™, a diagnostic tool that will enable pathology laboratories and the emergency departments of hospitals to provide patients with fast and accurate identification of disease causing bacteria from a single sputum sample. The test has important implications for the clinical management of infectious diseases by identifying the specific bacteria responsible for a disease and suggesting the most effective therapy. Utilisation of the novel test is intended to provide more information, more quickly, than alternative methods. It has the potential to accelerate therapeutic treatment, lead to a reduction in hospitalisations and help reduce the overuse of antibiotics.

BPH will continue to hold its biotechnology interests and to work with its investee companies to develop and commercialise these technologies.

1.3 New strategy and change of activities

As announced on 11 October 2010, the Company is seeking to implement a change in the nature and scale of its current activities from a biotechnology company to an alternative investment company (with a focus on investment in the resources sector). It is not however proposed that the Company will become an “investment entity” for the purposes of the ASX Listing Rules, but the Company notes that its classification will be determined by ASX. While the Company will make some passive investments or increase its existing passive investments, it also intends, where appropriate, to retain management control and board representation in relation to its existing investments

As part of the Company’s new strategy, it has entered into a conditional agreement to subscribe for up to 12 million ordinary, fully paid shares in unlisted oil and gas exploration company, Advent Energy Ltd ( Advent ), thereby increasing its investment in Advent to up to 27.7% ( Advent Investment ). The extent of the subscription by the Company under the Advent Investment is at the Company’s election and the issue price will be in the range of $1.25 to $1.75 per Advent share (as determined by the Advent bookbuild currently being conducted by Pareto Securities AS ( Bookbuild )). The Company will provide an update in relation to the final subscription price under the Advent Investment when the Bookbuild has closed.

The Board believes the Advent Investment has the potential to generate significant returns to Shareholders while the Company continues to develop and manage its long term biotechnology investments. Going forward, the Company believes that holding a diverse asset base heavily weighted to the burgeoning resources sector will provide great opportunities for the Company and its Shareholders.

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As part of this change in activities, BPH must re-comply with Chapters 1 and 2 of the ASX Listing Rules. Following lodgement of this Notice and prior to the Meeting, the Company will also lodge a prospectus disclosing detailed information in relation to the Company’s activities and the Capital Raising.

The Board believes it has significant Shareholder support for the proposed change of direction to an alternative investment company. Whilst the Board is confident that Shareholders will approve the proposed change in activities, if Shareholders do not approve Resolutions 1 to 3, then the change in the nature and scale of BPH’s activities will not proceed. If this is the case, BPH will not continue with its new vision and strategy or the Advent Investment and will remain suspended from trading for an extended period until such time as Shareholders approve new business activities for BPH.

As previously advised, BPH intends to seek admission of its investee companies, Molecular Discovery Systems Ltd and Cortical Dynamics Ltd, to the Official List of ASX following the Re-compliance. The listing of these entities, which remains subject to ASX approval, will allow BPH to realign its investment focus moving forward.

Further information on the timetable to complete the change of activities and the Advent Investment is set out in Section 1.5. A pro-forma balance sheet showing the potential effect of the Advent Investment on the Company is set out in Schedule 3.

1.4 Advent

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

Detailed information in relation to Advent’s oil and gas assets was announced to the market on 11 October 2010. Shareholders are referred to that announcement for further details on Advent. A copy of the announcement is annexed to this Notice as Annexure A.

1.5 Indicative timetable

The Company will announce an indicative timetable for the Consolidation, completion of Advent Investment and the Capital Raising prior to the date of the Meeting. It is intended to issue the Capital Raising prospectus prior to the Meeting also.

Trading in securities will only be reinstated by ASX after the Company has completed the Advent Investment and the Company has complied with Chapters 1 and 2 of the ASX Listing Rules. BPH will endeavour to minimise the period of suspension as much as possible.

1.6 Capital structure

The consolidation of capital set out in Resolution 2 is required to meet ASX Listing Rules requirements, and in particular ASX Listing Rule 1.1 (Condition 11) which states that where a company has options on issue, the option exercise price for each underlying security must be at least $0.20 in cash.

BPH currently has unlisted Options on issue as detailed in Section 3.4 below. The Company has made an application to ASX for a waiver from the requirements of ASX Listing Rule 1.1 (Condition 11), however the outcome of that application is not yet known. Accordingly, BPH is seeking Shareholder approval to complete a one (1) for two (2) consolidation to ensure these Options are exercisable at $0.20 each. If the waiver is granted, the Board may decide not to proceed with the

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Consolidation, subject to a range of considerations (including the Company’s Share price at the time of the Meeting). Shareholders will be notified of any decision not to proceed with the Consolidation.

The Board understands that there may be some Shareholders that are concerned with the Share consolidation ratio, however the Company is required to complete this consolidation to comply with ASX Listing Rules.

1.7 Effect of the Advent Investment on the Company

The pro-forma balance sheet in Schedule 3 illustrates the potential effect that the Advent Investment will have on the Company, assuming:

• (a) a minimum issue price of $1.25 and a maximum issue price of $1.75 per Advent share;

• (b) the Company’s subscribes for all 12 million Advent shares under the Advent Investment; and

• (c) the Capital Raising is fully subscribed to raise $20 million.

1.8 Risks

The key risks associated with the Advent Investment and the proposed change in nature and scale of the Company’s activities are set out below. Further information in relation to the risks associated with an investment in the Company will be provided in the Capital Raising prospectus.

Risk Area	Risk
Illiquid investment:	As Advent is an unlisted entity, there is a risk that there will not be a ready
	market for the Company to sell its Advent shares.
No controlling	The interest acquired in Advent will not be a controlling interest and,
interest:	accordingly, the Company will not have the capacity to determine the
	outcome of decisions about Advent’s financial and operating policies.
Dilution and	The issue of Shares pursuant to the Capital Raising prospectus to fund the
depletion of cash	Advent Investment will have the effect of diluting Shareholders’ interests
reserves:	and the Company’s available cash reserves will be decreased
	significantly as a result of the Advent Investment.
Oil and gas	The business of oil and gas exploration, project development and
exploration:	production, by its nature, contains elements of significant risk with no
	guarantee of success. A failure to discover an economic reserve, or to
	successfully produce from such a reserve, will adversely affect Advent’s
	performance and have a resulting effect on the value of the Company’s
	investment in Advent.
Oil and gas price	Oil and gas prices are affected by numerous factors and events which
volatility:	are outside Advent’s control.
Re-quotation of	There is no guarantee that the Company will be able to meet the
Shares on ASX:	requirements for re-quotation of its securities and, accordingly, that an
	investment in the Company will be a liquid investment.

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1.9 Disclosure of interests

ASX has imposed the requirement that the Company seek Shareholder approval for the Advent Investment pursuant to Listing Rule 10.1 (as described further in Section 2.2 below) on the basis that:

• (a) Mr David Breeze, Mr Hock Goh and Ms Deborah Ambrosini are common directors of BPH, Advent and MEC Resources Ltd ( MMR ) ( Common Directors );

• (b) MMR is a substantial shareholder in BPH and Advent; and

• (c) Grandbridge Limited (ACN 089 311 026), a company which Mr Breeze controls approximately 35% of, directly controls approximately 9% of Advent (however this interest will be diluted as a result of the Advent Bookbuild).

The Common Directors’ interests in BPH, Advent and MMR securities, and MMR’s interest in BPH and Advent securities, are set out below:

Party	BPH Shares BPH Options Advent Shares Advent Options	MMR Shares MMR Options 10,183,654 10,608,228 5,135,598 4,725,144 Nil 800,000 N/A N/A
David Breeze	13,019,621 2,000,000 Nil 2,000,000
Hock Goh	961,538 2,000,000 3,000,000 Nil
Deborah Ambrosini	Nil 2,000,000 Nil 500,000
MMR	93,705,069 Nil 65,701,240 Nil

1.10 Resolutions

The Company is putting the Resolutions to Shareholders to seek approval for:

• (a) the Company to complete the Advent Investment and change its direction to become an alternative investment company (Resolution 1);

• (b) a consolidation of capital (Resolution 2);

• (c) the issue of Shares and Options raising a total of up to $20 million (Resolution 3); and

• (d) the Company to change its name (Resolution 4).

Resolutions 1 to 3 are conditional on each other and cannot proceed without those Resolutions being passed. Resolution 4 is conditional on Resolutions 1 to 3 and cannot proceed without those Resolutions being passed.

2. RESOLUTION 1 – ACQUISITION OF A SUBSTANTIAL ASSET AND CHANGE IN NATURE AND SCALE OF ACTIVITIES

2.1 Background

Resolution 1 seeks Shareholder approval in accordance with Listing Rules 10.1 and 11.1.2 for the Company to complete the Advent Investment and implement its proposed change in activities.

Assuming Shareholders approve Resolution 1, the Company must comply with Chapters 1 and 2 of the ASX Listing Rules.

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2.2 ASX Listing Rule 10.1

ASX Listing Rule 10.1 provides that an entity (or any of its subsidiaries) must not acquire a “substantial asset” from, or dispose of a substantial asset to, among other people, a related party of the company or an associate of a related party of the company.

An asset is “substantial” if its value or the value of the consideration for it is, or in ASX’s opinion is, 5% or more of the equity interests of the company as set out in the latest accounts given to ASX under the Listing Rules.

Mr David Breeze, Mr Hock Goh and Ms Deborah Ambrosini are common directors of BPH and Advent. In addition, Grandbridge Limited (ACN 089 311 026), a company which Mr Breeze controls approximately 35% of, directly controls approximately 9% of Advent (however this interest will be diluted as a result of the Advent Bookbuild).

On the basis of these relationships between BPH and Advent, ASX has imposed the requirement to obtain Shareholder approval for the purpose of ASX Listing Rule 10.1.

ASX Listing Rule 10.10 provides that shareholder approval sought for the purpose of ASX Listing Rule 10.1 must include a report on the proposed acquisition from an independent expert.

Accompanying this Explanatory Statement is an Independent Expert’s Report prepared by MGI concluding that the Advent Investment is fair and reasonable to the non-associated Shareholders.

2.3 Listing Rule 11.1

In summary, Listing Rule 11.1.2 provides that a listed company that proposes to make a significant change to the nature or scale of its activities must provide full details to ASX as soon as practicable and:

• (a) provide to ASX information regarding the change and its effect on future potential earnings, and any information that ASX asks for;

• (b) if ASX requires, obtain the approval of holders of its shares to the change; and

• (c) if ASX requires, meet the requirements in Chapters 1 and 2 of the ASX Listing Rules as if the Company were applying for admission to the official list of ASX. ASX may also suspend quotation of the shares until the company has satisfied the requirements of Listing Rule 11.1.

ASX has informed the Company that the proposed change in the nature and scale of activities will require:

• (d) Shareholder approval; and

• (e) compliance with the requirements set out in Chapters 1 and 2 of the ASX Listing Rules.

The Company is preparing a prospectus, as required by the ASX Listing Rules, to provide information about the Company and its business, and this will be lodged before the Meeting.

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If Resolution 1 is passed, the Company will have obtained, in compliance with Listing Rule 11.1.2, Shareholder approval to the change in the nature and scale of its activities to the extent described in this Explanatory Statement.

If Resolution 1 is not passed, the Company will not be permitted to change the nature and scale of its activities. This means that no further expenditure will be incurred by the Company in relation to Advent and the Company would remain suspended from trading until such time as Shareholders approve new business activities for BPH.

The passing of Resolution 1 is conditional upon, and subject to, Resolutions 2 and 3 being passed by Shareholders. Therefore, if you wish to vote in favour of Resolution 1, you should also vote in favour of Resolutions 2 and 3.

2.4 Board recommendation

Mr Greg Gilbert, as a non-associated Director, recommends that Shareholders vote in favour of Resolution 1 and states that he intends to vote in favour of Resolution 1 in respect of his own shareholding.

3. RESOLUTION 2 – CONSOLIDATION OF CAPITAL

3.1 Background

Resolution 2 seeks Shareholder approval to consolidate the number of Shares on issue on a one (1) for two (2) basis ( Consolidation ). The purpose of the Consolidation is to implement a more appropriate capital structure for the Company going forward.

Section 254H of the Corporations Act provides that a company may, by resolution passed in a general meeting, convert all or any of its shares into a larger or smaller number.

On the basis that Resolutions 1 and 3 are passed, the Consolidation will take effect at the end of the Meeting.

The Consolidation will not result in any change to the substantive rights and obligations of Shareholders, nor any change to the balance sheet or tax position of the Company.

3.2 Fractional entitlements and taxation

Not all Shareholders will hold that number of Shares which can be evenly divided by two (2). Where a fractional entitlement occurs, the Directors will round that fraction up to the nearest whole Share.

It is not considered that any taxation implications will exist for Shareholders arising from the Consolidation. However, Shareholders are advised to seek their own tax advice on the effect of the Consolidation and neither the Company nor the Directors (or the Company’s advisers) accept any responsibility for the individual taxation implications arising from the Consolidation.

3.3

Holding statements and Option certificates

From the date of the Consolidation, all holding statements for Shares will cease to have any effect, except as evidence of entitlement to a certain number of Shares on a post-Consolidation basis.

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After the Consolidation becomes effective, the Company will arrange for new holding statements for Shares to be issued to Shareholders.

It is the responsibility of each Shareholder to check the number of Shares held prior to disposal or exercise (as the case may be).

3.4 Effect on capital structure

The effect of the Consolidation on the capital structure of the Company is set out below, assuming no other Shares are issued and no Options are exercised or cancelled:

Shares	Pre-Consolidation	Post-Consolidation
Quoted Shares on issue at the date of this Notice	310,683,978	155,341,989
Restricted Shares on issue at the date of this Notice	18,750,000	9,375,000
Total Shares	329,433,978	164,716,989

Options	Pre- Consolidation **Exercise Price ***	Post- Consolidation Exercise Price *	Expiry Date	Pre- Consolidation	Post- Consolidation
Director Options	$0.147	$0.294	31 Dec 2010	6,000,000	3,000,000
Director Options	$0.447	$0.894	31 Dec 2014	3,000,000	1,500,000
Management Options	*	*	17 Oct 2011	500,000	250,000
Management Options	*	*	29 Apr 2013	500,000	250,000
Management Options	$0.147	$0.294	1 Jun 2013	2,550,000	1,275,000
Management Options	$0.147	$0.294	16 Dec 2013	1,000,000	500,000
Management Options	$0.297	$0.594	30 Sep 2013	150,000	75,000
Total Options				13,700,000	6,850,000

• The exercise price of these management Options pre-Consolidation will be the average amount determined by the market price for the 5 trading days prior to exercise. It is an ASX requirement that the exercise price post-Consolidation will be the average amount determined by the market price for the 5 trading days prior to exercise, calculated only on trading days after (and subject to) reinstatement to the Official List.

4. RESOLUTION 3 – ISSUE OF SHARES AND OPTIONS

Resolution 3 seeks Shareholder approval for the allotment and issue of that number of Shares that, when multiplied by the issue price, will raise up to $20 million, together with 1 free attaching Option for every 2 Shares issued ( Capital Raising ).

None of the subscribers pursuant to this issue will be related parties of the Company.

ASX Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue more equity securities during any 12 month period than that amount which represents 15% of the number of fully paid ordinary securities on issue at the commencement of that 12 month period.

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The effect of Resolution 3 will be to allow the Directors to issue the Shares and Options pursuant to the Capital Raising during the period of 3 months after the Meeting (or a longer period, if allowed by ASX), without using the Company’s 15% annual placement capacity.

Shares issued pursuant to the Capital Raising that are classified by ASX as restricted securities will be escrowed in accordance with the requirements of Appendix 9B of the Listing Rules and may therefore not be dealt with for the escrow period.

4.1 Technical information required by ASX Listing Rule 7.1

Pursuant to and in accordance with ASX Listing Rule 7.3, the following information is provided in relation to the Capital Raising:

• (a) the maximum number of Shares to be issued is up to that number of Shares which, when multiplied by the issue price, equals $20 million;

• (b) the maximum number of Options to be issued is equal to half the maximum number of Shares to be issued.

• (c) the Shares and Options will be issued no later than 3 months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules) and it is intended that allotment will occur on the same date;

• (d) the issue price of the Shares will be not less than 80% of the average market price for Shares calculated over the 5 days on which sales in the Shares are recorded before the day on which the issue is made (on a postConsolidation basis), but in any event not less than $0.20. The Options will be issued free attaching;

• (e) the Directors will determine to whom the Shares and Options will be issued but these persons will not be related parties of the Company;

• (f) the Shares issued will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares;

• (g) the Options will be issued on the terms and conditions set out in Schedule 1; and

• (h) the Company intends to use the funds raised from the Capital Raising to complete the Advent Investment (with the funds being used by Advent towards drilling the first well of PEP 11) and for general working capital purposes.

4.2 Potential Dilutionary Effect of the Capital Raising

The table in Schedule 2 illustrates the potential dilutionary effect that the Capital Raising may have on existing Shareholders of the Company on a post-Consolidation basis, using a range of possible Share issue prices, with the lowest being $0.20 ( Minimum Issue Price ). Shareholders should note, however, that the issue prices are included for illustration purposes only and should not be relied upon as an indication of the actual issue price under the Capital Raising.

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5. RESOLUTION 4 – CHANGE OF COMPANY NAME

Resolution 4 seeks Shareholder approval for the Company to change its name. Section 157 of the Corporations Act provides that a company may apply to change its name by the members of the company passing a special resolution to that effect.

It is proposed that the Company name be changed from BPH Corporate Ltd to BPH Energy Limited with effect from the date the Company’s securities are reinstated to trading by ASX.

6. ENQUIRIES

Shareholders are required to contact Deborah Ambrosini, the Company Secretary on +61 8 9328 8477 if they have any queries in respect of the matters set out in these documents.

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GLOSSARY

$ means Australian dollars.

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

Advent Investment means the proposed investment by the Company in Advent the subject of Resolution 1 and further described in Section 1.3 of the Explanatory Statement.

ASIC means the Australian Securities and Investments Commission.

ASX means ASX Limited (ACN 008 624 691) or the financial market operated by it, as the context requires.

ASX Listing Rules means the Listing Rules of ASX.

Board means the current board of directors of the Company.

Bookbuild means the capital raising currently being conducted by Advent, as described in Section 1.3 of the Explanatory Statement.

Business Day means Monday to Friday inclusive, except New Year’s Day, Good Friday, Easter Monday, Christmas Day, Boxing Day, and any other day that ASX declares is not a business day.

Capital Raising means the capital raising the subject of Resolution 3.

Company or BPH means BPH Corporate Ltd (ACN 095 912 002) (to be renamed BPH Energy Limited, subject to Resolution 4 being passed).

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

Constitution means the Company’s constitution.

Corporations Act means the Corporations Act 2001 (Cth).

Director means a director of the Company.

Explanatory Statement means the explanatory statement accompanying the Notice of Meeting.

Meeting means the general meeting convened by the Notice of Meeting.

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

Notice of Meeting means this notice of Meeting, including the Explanatory Statement.

Option means an option to subscribe for a Share.

Resolutions means the resolutions set out in the Notice of Meeting, or any one of them, as the context requires.

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

Shareholder means a holder of a Share.

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

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SCHEDULE 1 – TERMS OF FREE ATTACHING OP TIONS

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

• (a) Each Option gives the Optionholder the right to subscribe for one Share.

• (b) The Options will expire at 5:00pm (WST) on the date that is 12 months after their issue date ( Expiry Date ). Any Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.

• (c) The amount payable upon exercise of each Option will be $0.20 ( Exercise Price ).

• (d) The Options held by each Optionholder may be exercised in whole or in part, and if exercised in part, multiples of 1,000 must be exercised on each occasion.

• (e) An Optionholder may exercise their Options by lodging with the Company, before the Expiry Date:

• (i) a written notice of exercise of Options specifying the number of Options being exercised; and

• (ii) a cheque or electronic funds transfer for the Exercise Price for the number of Options being exercised;

( Exercise Notice ).

• (f) An Exercise Notice is only effective when the Company has received the full amount of the Exercise Price in cleared funds.

• (g) Within 10 Business Days of receipt of the Exercise Notice accompanied by the Exercise Price, the Company will allot the number of Shares required under these terms and conditions in respect of the number of Options specified in the Exercise Notice.

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

• (i) The Company will apply for quotation of the Options on ASX within 10 Business Days after the date of allotment of those Options and will apply for quotation of all Shares allotted pursuant to the exercise of Options on ASX within 10 Business Days after the date of allotment of those Shares.

• (j) If at any time the issued capital of the Company is reconstructed, all rights of an Optionholder are to be changed in a manner consistent with the Corporations Act and the ASX Listing Rules at the time of the reconstruction.

• (k) There are no participating rights or entitlements inherent in the Options and Optionholders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Options. However, the Company will ensure that for the purposes of determining entitlements to any such issue, the record date will be at least 7 Business Days after the issue is announced. This will give Optionholders the opportunity to exercise their Options prior to the date for determining entitlements to participate in any such issue.

• (l) In the event the Company proceeds with a pro rata issue (except a bonus issue) of securities to Shareholders after the date of issue of the Options, the exercise price of the Options may be reduced in accordance with the formula set out in ASX Listing Rule 6.22.2.

16

• (m) In the event the Company proceeds with a bonus issue of securities to Shareholders after the date of issues of the Options, the number of securities over which an Option is exercisable may be increased by the number of securities which the Optionholder would have received if the Option had been exercised before the record date for the bonus issue.

17

SCHEDULE 2 – DILUTIONARY EFFECT O F THE CAPITAL RAISIN G

Issue Price of Shares under the Capital Raising	Current Shares on Issue (pre- Consolidation)	Current Options on Issue (pre- Consolidation)	Shares on Issue post- Consolidation	Options on Issue post- Consolidation	Shares Issued under Capital Raising (post- Consolidation)	Options Issued under Capital Raising (post- Consolidation)	Total Options on Issue	Total Shares on Issue	Total Shares on Issue (fully diluted)	Dilutionary Effect (fully diluted)
$0.20 (Minimum Issue Price)	329,433,978	13,700,000	164,716,989	6,850,000	100,000,000	50,000,000	56,850,000	264,716,989	321,566,989	46.65%
$0.25 (being the Minimum Issue Price increased by 25%)	329,433,978	13,700,000	164,716,989	6,850,000	80,000,000	40,000,000	46,850,000	244,716,989	291,566,989	41.12%
$0.30 (being the Minimum Issue Price increased by 50%)	329,433,978	13,700,000	164,716,989	6,850,000	66,666,667	33,333,334	40,183,334	231,383,656	271,566,990	36.82%
$0.35 (being the Minimum Issue Price increased by 75%)	329,433,978	13,700,000	164,716,989	6,850,000	57,142,857	28,571,429	35,421,429	221,859,846	257,281,275	33.32%
$0.40 (being the Minimum Issue Price increased by 100%)	329,433,978	13,700,000	164,716,989	6,850,000	50,000,000	25,000,000	31,850,000	214,716,989	246,566,989	30.42%

18

SCHEDULE 3 – PRO-FORMA BALANCE SHEET

BPH Corporate Ltd Balance Sheet at 30 September 2010	Unaudited $1.25 Unaudited $1.75 Unaudited
	Consolidated 30-Sep-10 Pro-forma 30- Sep-10 Pro-forma 30-Sep-10 MVT from 1.25-1.75
Current Assets Cash 4,328,491 8,943,463 2,943,463 6,000,000 Receivables 56,600 56,600 56,600 - Financial assets 4,208,471 4,208,471 4,208,471 - Prepayments 63,527 63,527 63,527 - Total Current Assets 8,657,089 13,272,061 7,272,061 Non-Current Assets Investments - financial 14,417,739 29,417,739 35,417,739 6,000,000 Other property, plant & equipment (net) 1,710 1,710 1,710 - Intangibles 72,454 72,454 72,454 - Total Non-Current Assets 14,491,903 29,491,903 35,491,903 Total Assets 23,148,992 42,763,964 42,763,964 Current liabilities Payables 794,868 794,868 794,868 - Financial liabilities 254,106 254,106 254,106 - Provisions excl. tax liabilities 14,492 14,492 14,492 - Other Total Current Liabilities 1,063,466 1,063,466 1,063,466 Total Liabilities 1,063,466 1,063,466 1,063,466 Net Assets 22,085,526 41,700,498 41,700,498 Equity Capital contributed equity 29,294,844 48,909,816 48,909,816 - Reserves 394,679 394,679 394,679 - Retained profits (accumulated losses) 7,611,809 7,611,809 7,611,809 - Non controlling interests 7,812 7,812 7,812 - Total Equity 22,085,526 41,700,498 41,700,498 Assumes Capital Raising is fully subscribed to raise $20million Assumes 12million Advent shares are subscribed for under Advent Investment

19

PROXY FORM

APPOINTMENT OF PROXY BPH CORPORATE LTD ACN 095 912 002

GENERAL MEETING

I/We of being a member of BPH Corporate Ltd entitled to attend and vote at the Meeting, hereby Appoint Name of proxy OR the Chair of the Meeting as your proxy

or failing the person so named or, if no person is named, the Chair of the Meeting, or the Chair’s nominee, to vote in accordance with the following directions, or, if no directions have been given, as the proxy sees fit, at the Meeting to be held at 10:00am (WST), on Friday, 3 December 2010 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 Resolution 1 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 the Chair has an interest in the outcome of Resolution 1 and that votes cast by the Chair of the General Meeting for Resolution 1 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 Resolution 1 and your votes will not be counted in calculating the required majority if a poll is called on Resolution 1 .

OR

Voting on Business of the Meeting

FOR AGAINST ABSTAIN

Resolution 1 – Acquisition of a Substantial Asset and Change in Nature and Scale of Activities Resolution 2 – Consolidation of Capital Resolution 3 – Issue of Shares and Options Resolution 4 – Change of Company Name

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.

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

Contact Name: _____ Contact Ph (daytime): _________

20

BPH CORPORATE LTD ACN 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.

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

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

• (a) post to BPH Corporate Ltd, 14 View Street, North Perth, Western Australia, 6006;

• (b) facsimile to the Company on facsimile number +61 8 9328 8733; or

• (c) email to the Company at admin@bphcorporate.com.au,

so that it is received not later than 5:00pm (WST) on Tuesday, 30 November 2010.

Proxy forms received later than this time will be invalid.

21

ANNEXURE A – ASX ANNOUNCEMENT DAT ED 11 OCTOBER 2010

22

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BPH Corporate [ASX: BPH] ASX Announcement

11 October 2010

Companies Announcements Office Australian Securities Exchange Limited 10[th] Floor, 20 Bond Street SYDNEY NSW 2000

Further Investment in Advent Energy Ltd

Transaction Highlights:

• BPH Corporate Ltd (ASX: BPH ) has entered into a conditional agreement to increase its shareholding in unlisted oil and gas exploration company, Advent Energy Ltd ( Advent ) to up to 27.7% ( Advent Investment ).

• Advent holds a strong portfolio of exploration assets throughout Australia, with its cornerstone project, Petroleum Exploration Permit 11 ( PEP 11 ), held by its wholly owned subsidiary, Asset Energy Pty Ltd ( Asset ) in a joint venture with Bounty Oil and Gas NL ( Bounty ) (Asset: 25% / Bounty: 75%).

• As per the Farmin Agreement signed on 27 October 2006, Bounty has granted Asset an option to increase its current 25% interest in PEP 11 to an 85% interest by drilling the first well in this highly prospective permit. Bounty will thereby reduce its interest from 75% to 15%.

• Asset has contracted the Ocean Patriot semi-submersible drilling rig to drill the first well in PEP 11. It is currently anticipated that the Ocean Patriot will be available to commence drilling at PEP 11 in the fourth quarter of 2010 (subject to completion of its current drilling programme in the Bass Strait with another major operator).

• Asset has commenced the lodgement of appropriate approval documents with relevant NSW and Commonwealth government departments and agencies.

• The New Seaclem-1 well will target the Great White and Marlin prospects, with a combined prospective gas resource estimate of 4.1 Tcf (gas in place, P50 level).

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

• The Advent Investment will involve a change in the nature and scale of BPH’s current activities and accordingly, BPH will be required to re-comply with Chapters 1 and 2 of the ASX Listing Rules if the proposal is approved by shareholders.

BPH Corporate Ltd ACN 095 912 002 PO Box 317, North Perth Western Australia 6906 14 View Street, North Perth Western Australia 6006 admin@biopharmica.com.au www.biopharmica.com.au T: +61 8 9328 8366 F: +61 8 9328 8733

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Overview

Advent Investment, Consolidation of Capital and Capital Raising

BPH Corporate Ltd [ASX: BPH] ( Company or BPH ) is pleased to announce that it has entered into a conditional agreement to subscribe for up to 12 million ordinary, fully paid shares in unlisted oil and gas exploration company, Advent Energy Ltd ( Advent ), thereby increasing its investment in Advent to up to 27.7% ( Advent Investment ). The issue price under the Advent Investment will be determined by the Advent bookbuild currently being conducted by Pareto Securities AS ( Bookbuild ), but in any event not less than the lowest price under the Bookbuild.

PEP 11

Advent’s cornerstone project, Petroleum Exploration Permit 11 ( PEP 11 ), held by its wholly owned subsidiary, Asset Energy Pty Ltd ( Asset ) in a joint venture with Bounty Oil and Gas NL ( Bounty ) (Asset 25% / Bounty 75%).

As per the Farmin Agreement signed on 27 October 2006, Bounty has granted Asset an option to increase its current 25% interest in PEP 11 to an 85% interest by drilling the first well in this highly prospective permit. Bounty will thereby reduce its interest from 75% to 15%. Asset has contracted the Ocean Patriot semi-submersible drilling rig to drill the first well in PEP 11. The Ocean Patriot is due to drill two wells in Bass Strait, offshore Victoria for another major operator prior to commencing work for Asset at PEP 11. The exact timing of that two well program is to be determined and it is currently anticipated that the rig will be available to commence drilling at PEP 11 in the fourth quarter of 2010.

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

– Change in Nature and Scale Chapter 11 of the ASX Listing Rules

The Advent Investment will involve a change in the nature and scale of BPH’s current activities under Chapter 11 of the ASX Listing Rules from a biotechnology company to an alternative investment company (with a focus on investment in the resources sector). It is not proposed that BPH will become an “investment entity” for the purposes of the ASX Listing Rules. While BPH will make some passive investments or increase its existing passive investments (such as its investment in Advent), it also intends, where appropriate, to retain management control and board representation in relation to its existing investments.

BPH will therefore be required to re-comply with Chapters 1 and 2 of the ASX Listing Rules ( Re-compliance ) if the Advent Investment is approved by shareholders. BPH shareholders will receive a notice of meeting in due course outlining the resolutions that will sought at the general meeting to consider the Advent Investment.

In connection with the Advent Investment and Re-compliance BPH intends, subject to shareholder approval:

• to undertake a consolidation of its capital ( Consolidation ): and

• to raise $10 million before costs by issuing ordinary, fully paid BPH shares under a prospectus at an issue price of $0.20 per BPH share, with oversubscriptions of up to a further $10 million ( Capital Raising ). This new working capital, in addition to BPH’s existing cash balance of $4.3 million, will be used to assist Advent in drilling the first well of PEP 11 and for general working capital purposes.

Additional funding may be required for any testing programs from the drilling of the exploration well and future appraisal of PEP 11.

Advent’s Oil and Gas Assets

PEP 11 - Offshore Sydney Basin

Advent’s cornerstone project, PEP 11, is located in the Offshore Sydney Basin. It is 200km long, with an area of 8,250 km[2] .

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

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The Offshore Sydney Basin is a significant exploration area with large scale structuring adjacent to the coastline from Wollongong to Newcastle (offshore NSW).

Following reviews by Tanvinh Resources Pty Limited of recently reprocessed seismic data (as announced on [5 July 2010], estimates of the prospective recoverable resources comprised in PEP 11 prospects and leads have recently increased to 13.2 Tcf (P50 or ”best estimate” level) of natural gas. Furthermore, analysis of site survey data over the Great White and Marlin prospects concluded that the geological sequence associated with these prospects is “likely” to contain zone(s) of gas.

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Figure 1 Schematic of offshore prospects and leads of PEP 11

The prospectivity of this petroleum basin has been further enhanced by the confirmation of the presence of apparent ongoing hydrocarbon seeps. Sub-bottom profile data, swath bathymetry, seismic and echosounder data collected by Geoscience Australia along the continental slope / permit margin has demonstrated active erosional features in conjunction with geophysical indications of gas escape.

Furthermore, in reviews of its exploration data for the PEP 11 project, Advent has interpreted significant new seismically indicated gas features.

Evaluation of the reprocessed seismic data for Direct Hydrocarbon Indicators ( DHI ) has revealed evidence of Flat Spots, Hydrocarbon Related Diagenetic Zones, and anomalous Amplitude Versus Offset features. These potential DHI have been observed coincident with key targets and increase the confidence for the first exploration well.

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Figure 2: Features observed across the permit

Mapped prospects and leads within the Offshore Sydney Basin are generally located less than 50km from Australia’s largest energy market, the Sydney-Wollongong-Newcastle greater metropolitan area. This area has a population of approximately 5 million people. Traditionally, all natural gas used in New South Wales has been piped in from South Australia and the Bass Strait. However, studies by the Australian Bureau of Agricultural and Resource Economics and the

Australian Petroleum Production and Exploration Association state that those sources may not be able to meet the demand for gas in the medium to longer term.

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

Advent has contracted the Ocean Patriot semi-submersible drilling rig to drill the first well in PEP 11. It is currently anticipated that the rig will be available in the fourth quarter of 2010.

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Figure 3 : Ocean Patriot semi submersible drilling rig

Advent has commenced the lodgement of appropriate approval documents with relevant NSW and Commonwealth government departments and agencies.

The New Seaclem-1 well will target the Great White and Marlin prospects, with a combined prospective gas resource estimate of 4.1 Tcf (gas in place, P50 level).

Exmouth Sub-Basin Region of the Carnarvon Basin

Advent holds an 8.3% interest (Permit Operator: Strike Energy Ltd) in a shallow, near shore permit in the Exmouth subBasin region of the Carnarvon Basin, which contains the undeveloped Rivoli Gas Field discovery.

As announced by Strike Energy on 17 April 2008, the Rivoli Joint Venture is considering a proposal to develop the Rivoli Gas Field to supply gas to nearby infrastructure at Exmouth, Western Australia.

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Figure 4: Schematic location map of EP 325

Onshore Bonaparte Basin

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

Advent holds 100% of Exploration Permit EP 386 (4,760 km[2] in area) which covers the entire Western Australian section of the onshore Bonaparte Basin. Since 1960 twelve wells have been drilled in or near EP 386 and only sixteen in the whole of the onshore basin. Although no commercial fields have yet been discovered, six exploration wells are classified as gas discoveries. The tenements contain five sub-commercial gas fields. The main exploration target has been sandstone within a late Devonian-early Carboniferous sequence. This thick marine shale dominated sequence is interpreted to be the main source rock sequence for the greater Bonaparte Basin, including the offshore portion where gas resources have been identified.

Three modest gas discoveries have been made along the western edge of the onshore Bonaparte basin, in an area characterised by a structural-stratigraphic trapping and active migration known as the Waggon Creek Embayment. In EP 386 the three main discoveries made so far, Vienta, Waggon Creek and Bonaparte, contain possible recoverable gas resources of 8 Bcf, 12 Bcf and 4 Bcf, respectively.

In the NT, Advent holds 100% of Retention Lease RL-1 (166 km[2] in area), which covers the Weaber Gas Field and two related prospects, Weaber North and Weaber Southwest. The Weaber Gas Field was discovered in 1985 but has not been brought into production. Geoscience Australia has estimated that the Weaber field contains 4.3 million barrels of oil equivalent.

Advent is highly encouraged by independent consultants Tanvinh Resources’ review of well completion reports and drill stem testing data from the EP386 and RL1 wells that suggests that stratigraphic traps are present associated with the existing discoveries.

As a result of this review, Advent has initiated a multi-phased study to address methods of minimising formation damage and significantly improve gas flow rates. Advent is highly encouraged by this new review that enhances the near-term development potential of this excellent hydrocarbon asset.

EP386 is currently the subject of a renewal application with the Western Australian Department of Mines and Petroleum.

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Figure 5 : Location of EP386 and RL 1

Central Petroleum

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

Central Petroleum is actively exploring in its exploration tenements that cover approximately 250,000km[2] of central Australia.

BPH Corporate’s Existing Assets

BPH’s existing biotechnology investments include its

• 3.89% interest in Cortical Dynamics Ltd;

• 20% interest in Molecular Discovery Systems Ltd;

• 51.82% interest in Diagnostic Array Systems Pty Ltd; and

• its interest in the SERS project.

Cortical Dynamics

Cortical Dynamics is working with BPH Corporate and Swinburne University of Technology to develop and commercialise a unique depth of anaesthesia monitoring system for use during major surgery.

The core technology is based on real time analysis of the patient’s electroencephalograph using a proprietary algorithm based on a mathematically and physiologically detailed understanding of the brain’s rhythmic electrical activity.

The Cortical Dynamics team, lead by Professor David Liley, has recently finished analysing a comprehensive data set from Europe using the Brain Anaesthesia Response ( BAR) methodology and have completed the results for publication. The team has also successfully completed an NHMRC grant, which has significantly improved the ability of the BAR monitor to detect a wide range of anaesthetic drug effects. This concludes the most important component of the system development and integration of the BAR monitor. Current calibration trials are underway.

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Figure 6 : Cortical Dynamics BAR Monitor

Molecular Discovery Systems (MDS)

This new class of anti-mitotic drugs, discovered by MDS’ cancer cell biology researcher, Dr Robin Scaife, has undergone extensive development toward pre-clinical testing of anti-cancer activity. Detailed analyses of chemical analogues of the new drug have yielded a new drug that exhibits nearly 1,000 times the biological activity of the initial compound derived by the aforementioned screening process.

The new drug has also recently undergone testing in animals to rule out adverse toxic side effects and is, therefore, primed for pre-clinical testing of anti-tumour activity.

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Figure 7 : Microbtubule drugs directly block cell proliferation, thereby causing cancer cell death

Diagnostic Array Systems (DAS)

DAS is working with BPH Corporate and RMIT University to develop and commercialise BacTrak™, a diagnostic tool that will enable pathology laboratories and the emergency departments of hospitals to provide patients with fast and accurate identification of disease causing bacteria from a single sputum sample. The test has important implications for the clinical management of infectious diseases by identifying the specific bacteria responsible for a disease and suggesting the most effective therapy. Utilisation of the novel test is intended to provide more information, more quickly, than alternative methods. It has the potential to accelerate therapeutic treatment, lead to a reduction in hospitalisations and help reduce the overuse of antibiotics.

BPH will continue to hold its biotechnology interests and to work with its investee companies to develop and commercialise these technologies.

Conditions of the Advent Investment

The Advent Investment is conditional on:

• the Company obtaining all necessary regulatory and shareholder approvals required to complete the Advent Investment, including without limitation, shareholder approval to:

• change the nature and/or scale of BPH’s activities in accordance with ASX Listing Rule 11.1.2;

• undertake a consolidation of BPH’s existing capital; and

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• proceed with a general offer to the public under the Prospectus to issue BPH shares at a price of $0.20 each (on a post Consolidation basis).

• the Company complying with any requirements of ASX, including the requirements of Chapters 1 and 2 of the ASX Listing Rules and issuing a prospectus, as if the Company were applying for admission to the official list of ASX ( as required by ASX Listing Rule 11.1.3).

Pro Forma Cash Position and Statement of Financial Position

Pro Forma Cash Position at 31 August 2010

	AUD (m)	AUD (m) Assuming Capital Raising Oversubscribed
BPH current cash balance	$4.3	$4.3
Capital Raising	$10.0*	$20.0
Advent Investment	($10.0)	($10.0)
Available working capital	$4.3	$14.3

*Assumes the Capital Raising is fully subscribed to raise $10 million.

Pro Forma Statement of Financial Position at 31 August 2010

A draft pro forma statement of financial position for BPH incorporating the effect of the Advent Investment is set out below:

Current assets Cash and cash equivalents Trade and other receivables Financial assets Other current assets Total current assets Non Current assets Intangibles Financial assets PPE 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 Accumulated losses Non-controlling interests Total Equity	$000 3,064,916 56,600 893,430 42,204
	4,057,150 72,454 24,417,739 1,870
	24,492,063
	665,199 15,766 254,106
	935,071
	935,017
	27,614,142
	35,028,580 (7,425,163) 10,725
	27,614,142

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Pro Forma Capital Structure

The Company’s pro forma capital structure on a pre-Consolidation basis is as follows (assuming: completion of the Capital Raising; no further shares are issued; no and options are exercised or cancelled):

Shares	Shares		Shares
Ordinary shares currently on issue			294,667,311
Capital Raising			50,000,000
Total Shares			344,667,311
Options	**Exercise Price ***	Expiry Date	Options **
Director options	$0.147	31 Dec 2010	6,000,000
Director options	$0.447	31 Dec 2014	3,000,000
Management options	*	17 Oct 2011	500,000
Management options	*	29 Apr 2013	500,000
Management options	$0.147	1 Jun 2013	2,550,000
Management options	$0.147	16 Dec 2013	1,000,000
Management options	$0.297	30 Sep 2013	150,000
Total Options			13,700,000

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

** In accordance with Listing Rule 7.22.1, the number of options will be consolidated in the same ratio as the company’s ordinary capital and the exercise price will be amended in the inverse proportion to that ratio.

Indicative Timetable

Event	Date
Dispatch of Notice of Meeting seeking approval of Advent Investment and Re-compliance	15 October 2010
Lodgement of Re-compliance prospectus with ASIC	8 November 2010
Suspension of BPH’s securities from trading on ASX at the opening of trading	19 November 2010
General meeting to approve Advent Investment and change in nature and scale of activities	19 November 2010
Opening of Capital Raising offers under the Prospectus	19 November 2010
Closing of Capital Raising offers under the Prospectus	24 November 2010
Anticipated date for readmission to the Official List and commencement of trading	8 December 2010

The timetable is subject to change and the directors reserve the right to amend the timetable at any time. The directors of BPH will use their best endeavours to cooperate with all parties to ensure the Advent Investment and Re-compliance is completed as expeditiously as possible.

The directors of BPH unanimously recommend the Advent Investment. It is the directors’ view that the Advent Investment will provide BPH shareholders with the opportunity to participate in a potentially significant exploration and development programme in respect of oil and gas projects.

Competent Person

The technical information provided in this announcement has been compiled by Mr 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 announcement. Mr Nyugen consents to the inclusion in this announcement of the matters based on the information in the form and context in which it appears.

ANNEXURE B – INDEPENDENT EXPERT’S REPORT

23

BPH Corporate Limited Independent Expert’s Report Page 1

29 October 2010

PRIVATE & CONFIDENTIAL

The Directors BPH Corporate Limited 14 View Street NORTH PERTH WA 6006

Dear Sirs/Madam

INDEPENDENT EXPERT REPORT

1. INTRODUCTION

MGI Perth Corporate Finance Pty Ltd (“MGICF”) has been requested by BPH Corporate Limited (“BPH” or “the Company”) to prepare an Independent Expert Report in relation to the proposed subscription for up to 12 million ordinary fully paid shares in the capital of Advent Energy Ltd (‘Advent’) (“the Proposed Transaction”) which under ASX Listing Rule 10.1 requires shareholder approval.

The Proposed Transaction is the subject of Resolution 1 of the attached Notice of Meeting to be considered at the Company’s forthcoming Extraordinary General Meeting (“EGM”), provisionally set down to be held on or about 3 December 2010.

Resolution 1 seeks shareholder approval of the following ordinary resolution:

“That, subject to the passing of Resolutions 2 and 3, and for the purpose of Listing Rules 10.1 and 11.1.2 and all other purposes, approval be and is hereby given for the Company to subscribe for up to 12 million ordinary, fully paid shares in the capital of Advent Energy Ltd and make a significant change to the nature and scale of its activities as set out in the Explanatory Statement.”

To assist shareholders in making a decision on the Proposed Transaction, the Directors have requested that MGICF prepare an Independent Expert's Report, which must state whether, in the opinion of the Independent Expert, the Proposed Transaction is fair and reasonable having regard to the interests of BPH shareholders other than those involved in the Proposed Transaction or associated with such persons and whose approval of the Resolution giving effect to this transaction is required at the Extraordinary General Meeting (“non-associated shareholders of BPH”).

The Summary of our opinion is set out in Section 2 of this Report.

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BPH Corporate Limited Independent Expert’s Report Page 2

A brief summary of the Proposed Transaction is set out in Section 3 of this Report and a detailed outline is set out fully in the Explanatory Statement accompanying the Notice of Meeting of BPH to be held on or about 3 December 2010.

We understand that this Report will accompany the Notice of Meeting and Explanatory Statement.

2. SUMMARY OF OPINION

• 2.1. Based upon the information set out in this Report, we are of the opinion that the Proposed Transaction is fair and reasonable having regard to the interests of the non-associated shareholders of BPH.

MGICF has formed the opinion that the Proposed Transaction is fair because the value of the Company’s Shares post the Proposed Transaction is greater than the value of the Company’s Shares prior to the Proposed Transaction.

ASIC Regulatory Guide 111 (RG 111), states that an offer is reasonable if it is fair. Notwithstanding this, MGICF has also had regard to other relevant considerations in assessing the reasonableness of the Proposed Transaction. Further details are set out in Section 8 of this Report.

• 2.2. Our opinion is based solely on the information available at the date of the Report as detailed in Section 9 of the Report.

• 2.3. The principal factors that we have taken into account in forming our opinion are set out in the supporting detail to this Report.

• 2.4. The decision of each shareholder as to whether to approve the Proposed Transaction is a matter for individual shareholders. This decision should be based on each shareholder’s views as to matters including value and future market conditions, risk profile, liquidity preferences, investment strategy, portfolio structure and tax position. In particular, taxation consequences may vary from shareholder to shareholder. If shareholders are in any doubt, they should consult an independent professional adviser.

• 2.5. The opinion should be read in conjunction with the full text of this Report which follows after our Financial Services Guide, which sets out our scope and findings.

The supporting detail of our Report (set out in the sections that follow after our Financial Services Guide and Qualifications Declarations and Consents), comprises the following sections:

1. Summary of the Proposed Transaction

2. Purpose of the Report

3. Basis of the Assessment

4. Valuation of BPH Corporate Limited Shares Pre Proposed Transaction

5. Valuation of BPH Corporate Limited Shares Post Proposed Transaction

6. Assessment as to Fairness and Reasonableness

7. Sources of Information

Appendix 1 – Overview of valuation methodologies

Yours sincerely MGI PERTH CORPORATE FINANCE PTY LTD

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T J SPOONER CA FCA(UK) ACIS | Director

BPH Corporate Limited Independent Expert’s Report Page 3

MGI Perth Corporate Finance Pty Ltd (“MGICF”) FINANCIAL SERVICES GUIDE

Complaints

1. MGICF (ABN 84 009 342 661) provides valuation advice, valuation reports, Independent Expert's Reports and Investigating Accountant’s Reports in relation to takeovers and mergers, prospectuses and disclosure documents, commercial litigation, tax and stamp duty matters, assessments of economic loss, commercial and regulatory disputes. MGICF holds Australian Financial Services Licence No. 289358.

2. MGICF has been engaged to provide general financial product advice in the form of the attached Report to be provided to you.

Financial Services Guide

1. The Corporations Act 2001 authorises MGICF to provide this Financial Services Guide (FSG) in connection with its provision of an Independent Expert’s Report (IER) to accompany the Notice of Meeting to be sent to BPH shareholders.

2. This FSG is designed to assist retail clients in their use of any general financial product advice contained in the IER. This FSG contains information about MGICF generally, the financial services we are licensed to provide, the remuneration we may receive in connection with the preparation of the IER, and if complaints against us ever arise how they will be dealt with.

Financial services we are licensed to provide

1. Our Australian financial services licence allows us to carry on a financial services business to provide financial product advice for securities and deal in a financial product by arranging for another person to issue, apply for, acquire, vary or dispose of a financial product in respect of securities to retail and wholesale clients.

General Financial Product advice

1. The IER contains only general financial product advice. It was prepared without taking into account your personal objectives, financial situation or needs. It is not intended to take the place of professional advice and you should not make specific investment decisions in reliance upon the information contained in this Report.

2. You should consider the appropriateness of this general advice having regard to your own objectives, financial situation and needs before you act on the advice. You may wish to obtain personal financial product advice from the holder of an Australian Financial Service Licence to assist you in this assessment.

Fees, commissions and other benefits we may receive

1. MGICF charges fees to produce reports, including this IER. These fees are negotiated and agreed with the entity which engages MGICF to provide a report. Fees are charged on an hourly basis or as a fixed amount depending on the terms of the agreement with the person who engages us.

2. Neither MGICF nor its directors and officers receives any commissions or other benefits, except for the fees for services referred to above.

3. All of our employees receive a salary and do not receive any commissions or other benefits arising directly from services provided to our clients. The remuneration paid to our directors reflects their individual contribution to the company and covers all aspects of performance. Our directors do not receive any commissions or other benefits arising directly from services provided to our clients.

4. We do not pay commissions or provide other benefits to other parties for referring prospective clients to us.

5. If you have a complaint, please raise it with us first, using the contact details listed below. We will endeavour to satisfactorily resolve your complaint in a timely manner.

6. If we are not able to resolve your complaint to your satisfaction within 45 days of your written notification, you are entitled to have your matter referred to the Financial Ombudsman’s Service (FOS), an external complaints resolution service. You will not be charged for using FOS.

Contact details

1. MGICF contact details are contained on the first page of our Independent Expert’s Report.

QUALIFICATIONS, DECLARATIONS AND CONSENTS Qualifications

1. MGICF is licensed under the Corporations Act to carry on a financial services business to provide the financial services referred to in section 5 of our Financial Services Guide (refer above). MGICF's authorised representatives have extensive experience in the field of corporate finance, particularly in relation to the valuation of shares and businesses and have undertaken a significant number of valuations, IER’s, IAR’s and similar assignments.

2. This Report was prepared by Mr TJ Spooner, who is an authorised representative of MGICF. Mr Spooner has substantial experience in the provision of valuation and similar advice and has been a qualified Chartered Accountant (UK and Australia) for over 25 years.

Declarations

1. This Report has been prepared at the request of the Directors of BPH to accompany the Notice of Meeting to be sent to BPH shareholders. It is not intended that this Report should serve any purpose other than as stated therein.

Interest

1. MGI is not the auditor of BPH. At the date of the attached Report, neither MGICF, nor Mr TJ Spooner or any other director, executive or employee of MGICF or MGI has any material interest in BPH either directly or indirectly, or in the outcome of the offer, other than in the preparation of this Report for which normal professional fees of approximately $12,000 + GST will be received. Such fee will be payable regardless of whether or not shareholders approve the Proposed Transaction.

Indemnification

1. As a condition of MGICF's agreement to prepare this Report, BPH agrees to indemnify MGICF in relation to any claim arising from or in connection with its reliance on information or documentation provided by or on behalf of BPH which is false or misleading or omits material particulars or arising from any failure to supply relevant documents or information.

Consents

1. MGICF was not involved in the preparation of any other part of the Explanatory Statement to accompany the Notice of Meeting (Explanatory Statement), and accordingly makes no representations or warranties as to the completeness and accuracy of any information contained in any other part of the Explanatory Statement. MGICF consents to the inclusion of this Report in the Explanatory Statement in the form and context in which it is included. At the date of this Report, this consent has not been withdrawn.

BPH Corporate Limited Independent Expert’s Report Page 4

3. SUMMARY OF THE PROPOSED TRANSACTION

3.1 Background to the transaction

In January 2010 BPH initiated its exclusive option to acquire between 9.7% and 19.4% of Advent by making an initial investment of $7 million, followed by a further investment of $5.8 million in April 2010, thereby increasing its holding to $12.8 million. On 4[th] October 2010 BPH acquired a further holding of 3 million shares in Advent from MEC Resources Ltd (‘MMR’).

On 11[th] October 2010 BPH announced that it had entered into a conditional agreement to subscribe for up to 12 million ordinary fully paid shares in unlisted oil and gas exploration company, Advent Energy Ltd (‘Advent’), thereby increasing its investment in Advent to up to 27.7% (‘Advent Investment’). As described in the Explanatory Statement that accompanies the Notice of Meeting, the extent of the subscription by the Company under the Advent Investment is at the Company’s election and the issue price will be in the range of $1.25 to $1.75 per Advent share (as determined by a bookbuild currently being conducted by Pareto Securities AS in Advent (‘Bookbuild’) and in any event not less than the lowest price under the Bookbuild).

The conditional agreement is subject to the following:

• BPH obtaining all necessary regulatory and shareholder approvals required to complete the Advent Investment, including without limitation, shareholder approval to change the nature and/or scale of BPH’s activities in accordance with ASX Listing Rule 11.1.2 and undertake a consolidation of BPH’s existing capital; and

• proceed with a general offer to the public under the Prospectus to issue BPH shares at a price of $0.20 each (on a post Consolidation basis).

• BPH complying with any requirements of ASX, including the requirements of Chapters 1 and 2 of the ASX Listing Rules and issuing a prospectus, as if the Company were applying for admission to the official list of ASX (as required by ASX Listing Rule 11.1.3).

Advent is an unlisted oil and gas exploration and development company based in Perth, Western Australia. It has the right to earn up to 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.

The Ocean Patriot semi-submersible drilling rig has been contracted to drill the first well in PEP 11. It is currently anticipated that the Ocean Patriot will be available to commence drilling at PEP 11 in the fourth quarter of 2010 (subject to completion of its current drilling programme in the Bass Strait with another major operator). The lodgement of appropriate approval documents with relevant NSW and Commonwealth government departments and agencies has commenced. The New Seaclem-1 well will target the Great White and Marlin prospects, with a combined prospective gas resource estimate of 4.1 Tcf (gas in place, P50 level).

The Advent Investment involves a change in the nature and scale of BPH’s current activities. However this change, which is also the subject of Resolution 1 of the attached Notice of Meeting, is not required by the ASX Listing Rules to be addressed in this Expert’s Report.

BPH 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%).

BPH Corporate Limited Independent Expert’s Report Page 5

4. PURPOSE OF THE REPORT

ASX Listing Rule 10.1 provides that an entity (or any of its subsidiaries) must not acquire a substantial asset from, or dispose of a substantial asset to, inter alia, a related party or a substantial holder (if the person and the person’s associates have a relevant interest, or had a relevant interest at any time in the 6 months before the transaction, in at least 10% of the total votes attached to the voting securities).

ASX has imposed the requirement that the Company seek Shareholder approval for the Advent Investment pursuant to Listing Rule 10.1 on the basis that Mr David Breeze and Mr Hock Goh and Ms Deborah Ambrosini are common directors of BPH, Advent and MEC Resources Limited (MMR) (‘Common Directors’); MMR is a substantial shareholder in BPH and Advent; and Grandbridge Limited (ACN 089 311 026), a company of which Mr Breeze controls approximately 35%, directly controls approximately 9% of Advent (however this interest will be diluted as a result of the Advent Bookbuild). The relevant interests of the Common Directors in the securities of BPH and Advent are set out in more detail in the Explanatory Statement that accompanies the Notice of Meeting.

ASX Listing Rule 10.2 states that “an asset is substantial if its value, or the value of the consideration for it, is, or in the ASX’s opinion is, 5% or more of the equity interests of the entity set out in the latest accounts given to ASX under the Listing Rules.

The 12 million Advent shares the subject of the Proposed Transaction have an estimated value of between $15m and $21m (depending on the final Bookbuild price) which is in excess of 5% of the Company’s equity interests on a consolidated basis based on the Company’s audited Balance Sheet as at 30 June 2010. As a result, the Company is seeking shareholder approval for the purposes of ASX Listing Rules 10.1 and 10.2.

To assist shareholders in making a decision on the Proposed Transaction, the Directors have requested that MGICF prepare an Independent Expert's Report, which must state whether, in the opinion of the Independent Expert, the Proposed Transaction is fair and reasonable to the non-associated shareholders of BPH.

BPH Corporate Limited Independent Expert’s Report Page 6

5. BASIS OF THE ASSESSMENT

Set out in the Notice of Meeting accompanying this Report are the Australian Securities Exchange (“ASX”) Listing Rules provisions relevant to the Proposed Transaction and information in relation thereto. In preparing our Report, we have had regard to ASIC Regulatory Guide 111 and 112 relating to independent experts’ reports.

The term ‘fair and reasonable’ has no legal definition although over time a commonly accepted interpretation has evolved. However, fair and reasonable has different meanings for different regulatory purposes.

ASIC Regulatory Guide 111 provides that the assessment of whether a proposal is fair and reasonable should involve a comparison of the likely advantages and disadvantages for nonassociated shareholders if the Proposed Transaction is implemented and if they are not.

In essence, the proposal will be “fair and reasonable” if the non associated shareholders are better off if the proposal is implemented. They will be better off if the expected benefits outweigh the disadvantages to the non associated shareholders.

ASIC regulatory Guide 111, states, inter alia:

• an offer is considered ‘fair’ if the value of the offer price or consideration is equal to, or greater than, the value of the securities that are the subject of the offer.

• an offer is considered ‘reasonable’ if it is fair. It might also be ‘reasonable’ if, despite being ‘not fair’, the expert believes that there are sufficient reasons for security holders to accept the offer in the absence of any higher bid before the close of the offer.

ASIC Regulatory Guide 111 requires the assessment of ‘fair’ to be made assuming 100% ownership of the Company. It considers it to be inappropriate to apply a discount to the value of the securities under the offer that would normally be considered in the valuation of a minority interest to reflect such factors as a lack of control. ASIC Regulatory Guide 111 also provides examples of factors that are relevant in an assessment of reasonableness. The form of analysis the expert uses to evaluate a transaction should address the issues faced by security holders.

In our opinion, for the purposes of this Report ‘fairness’ is taken to mean a reference to quantification of respective values of consideration being paid compared to the value of assets being transferred. ‘Reasonableness’ is taken to include consideration of other qualitative factors which can be assessed on objective grounds.

The assessment as to the fairness and reasonableness of the Proposed Transaction is set out in Section 8 of this Report.

BPH Corporate Limited Independent Expert’s Report Page 7

6. VALUATION OF BPH CORPORATE LIMITED SHARES – PRE PROPOSED TRANSACTION

6.1. VALUATION OVERVIEW

The usual approach to the valuation of an asset is to seek to determine what a willing but not anxious buyer, acting at arm's length, with adequate information, would be prepared to pay and a willing, but not anxious seller would be prepared to accept in an open market.

In valuing BPH prior to consideration of the Proposed Transaction, we have considered the following valuation approaches (further details on which are included as Appendix 1 to this Report):

• Discounted cash flow (DCF) approach;

• Capitalisation of future maintainable earnings (earnings based) approach;

• Orderly realisation of assets (asset based) approach;

• Quoted price for BPH listed securities (market value) approach; and

• Comparable Market Transactions.

In applying the above methodologies, it would be open to an expert to have regard to the amount an alternative bidder might be willing to offer if all the securities in the target were available for purchase, for example, in selecting earnings multiples and underpinning any overall judgment as to value.

6.2 VALUATION APPROACH

The traditional valuation method used to value companies is the capitalisation of future maintainable earnings, with such earnings being estimated using historical results. However, in order to adopt such a basis of valuation, a business must have a track record of profitability. As BPH does not have a track record of profitability having incurred consolidated losses of $1.6 million, $2.2 million, and $0.2 million (unaudited) for the years ended 30 June 2008, 2009 and 2010 respectively, we consider a valuation on this basis to be inappropriate.

MGICF believes that the most appropriate method for valuing the issued Shares in BPH is the asset-based approach. The most common form of asset-based approach is the Net Realisable Value method. The resultant net realisable assets of the Company can then be expressed in terms of a value per share.

As noted in Section 6.3 of this Report, the majority of BPH's assets (other than Cash and cash equivalents) are Financial Assets and Investments (Equity Method). In determining the net realisable value of the intangible assets, we have considered available information regarding its key projects and, in particular, BPH’s 2010 Financial Report lodged with ASX on 6[th] October 2010 (“2010 Financial Report”), and BPH’s draft unaudited Balance Sheet as at 30 September 2010 (“30.09.10 Balance Sheet”). In particular, we note the following disclosures in the 2010 Financial Report in respect of the carrying values of its available for sale financial assets and its intangible assets (comprising mainly intellectual property), and subsequent events:

Available for Sale Financial Assets:

• On 9 September 2009 Advent Energy Ltd (“Advent”) granted BPH Corporate an exclusive option to purchase up to $14M in shares in the capital of Advent.

BPH Corporate Limited Independent Expert’s Report Page 8

• BPH initiated this option in January 2010 by making an initial investment of $7M. A further investment of $5.8M was made in April 2010 increasing their holding to $12.8m. The option expired on 30 June 2010. As the company purchased the investment in April 2010, management believe that there is no material change in the fair value at balance sheet date.

• We note that available-for-sale financial assets comprise investments in the ordinary share capital of various entities. There are no fixed returns or fixed maturity date attached to these investments.

• The movement in the year ended 30 June 2010 comprises the investment of $12.8m in Advent Energy Limited. Management have made an assessment and believe that there was no material change in the fair value of the investment at balance sheet date (30.06.10). The investment in Advent Energy Limited was an arm’s length transaction.

Intellectual Property Impairment:

• We note that intellectual property has been reviewed and the Directors are of the opinion that there have been no impairment triggers activated during the financial year. There has been no impairment charged to the profit and loss for the year.

Subsequent Events

• On 21 July 2010 BPH Corporate signed an agreement with MEC Resources Ltd (“MMR”) to purchase 3 million fully paid ordinary shares in the capital of Advent Energy Ltd from MMR in consideration for 18.75 million ordinary shares in the Company. The transaction was subsequently approved by shareholders on 4[th] October 2010 and the shares issued on that date. The shares are subject to escrow for a period of 12 months from issue.

• On 30 July 2010 BPH Corporate issued a non renounceable entitlements issue to purchase one share for every two shares held at an issue price $0.08 cents per share. The company raised approximately $7,017,045 (before costs).

As a crosscheck to the valuation on the above basis, MGICF has used the market value approach with reference to the market price of BPH Shares prior to the announcement of the Proposed Transaction. This valuation crosscheck calculation is set out in Section 6.4.5 of this Report.

6.3 VALUE OF BPH’S SHARES PRE PROPOSED TRANSACTION

In establishing the value of BPH prior to the Proposed Transaction, the net asset backing per share has been determined based upon the unaudited position as at 30 September 2010, as adjusted for three issues of shares in October 2010. We are not aware of any further material transactions. BPH’s principal assets comprise Financial Assets, Cash and Cash Equivalents, and Investments (Equity). Valuation assessments were then carried out on BPH’s other assets and liabilities, with no adjustments being made in this respect.

Based on the unaudited 30 September 2010 Balance Sheet, as adjusted for three share issues in October 2010, this has resulted in a net asset backing per share of 7.54 cents pre Proposed Transaction and prior to the proposed 1:2 consolidation equating to 15.08 cents post proposed consolidation, as calculated below:

BPH Corporate Limited Independent Expert’s Report Page 9

6.3.1 BPH CORPORATE LIMITED

Consolidated Balance Sheet	Unaudited 30 September 2010	Adjustments	Note	Adjusted 30 September 2010
Current Assets Cash and Cash Equivalents Trade and Other Receivables Financial Assets Other Current Assets Total Current Assets Non-Current Assets Investments (Financial) Intangible Assets Property, Plant & Equipment Total Non-Current Assets Total Assets Current Liabilities Trade and Other Payables Financial Liabilities Short Term Provisions Total Liabilities Net Assets Total number of Shares on issue – pre-consolidation Net asset backing per share (undiluted) Total number of Shares on issue – post-consolidation Net asset backing per share (undiluted)	4,328,491 56,600 4,208,471 63,527	1,248,000	2	5,576,491 56,600 4,208,471 63,527
	8,657,089	1,248,000		9,905,089
	14,417,739 72,454 1,710	1,500,000	1	15,917,739 72,454 1,710
	14,491,103	1,500,000		15,991,903
	23,148,992			25,896,992
	794,868 254,106 14,492			794,868 254,106 14,492
	1,063,466			1,063,466
	22,085,526	2,748,000		24,833,526
	294,667,311 7.50 cents	34,766,667	3	329,433,978 7.54 cents 164,716,989 15.08 cents

• 1 This comprises the issue of 18,750,000 shares to acquire 3 million shares in Advent from MEC Resources, as approved by shareholders on 4[th] October 2010.

• 2 This comprises the issue of a further 15,600,000 shortfall shares on 15[th] October 2010 pursuant to the company’s Prospectus, together with 416,667 shares in respect of consultants’ services.

• 3 Resolution 2 of the attached Notice of Meeting comprises a proposed consolidation of capital on the basis of that every of 2 shares on issue be consolidated into one share.

BPH Corporate Limited Independent Expert’s Report Page 10

6.4 ISSUED CAPITAL AND SHARE TRANSACTIONS

6.4.1 ISSUED CAPITAL

As at the date of this Report, the total issued share capital of BPH comprises 329,433,978 fully paid ordinary Shares. Movements in BPH's share capital since 30 June 2010 are provided in the table below. The values below are net of share issue costs.

	Number of Shares	Note	$
Balance as at 30 June 2010	206,954,246	Fully paid ordinary Shares	22,427,420
Issued 6 September 2010	32,563,065	Placement funds raised	2,605,045
Issued 7 September 2010	27,500,000	Placement funds raised	2,200,000
Issued 14 September 2010	8,250,000	Placement funds raised	660,000
Issued 17 September 2010	19,400,000	Placement funds raised	1,552,000
Issued 4 October 20101	18,750,000	Acquisition of Advent Shares (restricted) 1	1,500,000
Issued 15 October 2010	16,016,667	Placement funds raised and consulting services	1,281,333
Share issue costs			(149,621)
As at the date of this Report1	329,433,978		32,076,177

1 The 18,750,000 shares issued on 4th October 2010 are subject to escrow and hence are not currently listed on ASX, therefore the number of shares currently listed on ASX is 310,683,978. The above summary does not include the proposed issue of ordinary shares referred to in Resolution 3 of the attached Notice of Meeting.

6.4.2 OPTIONS

At the date of this Report, there are 13,700,000 Options on issue. There are no movements in BPH's Options since 30 June 2010.

	Number of Options	Note	$
Balance as at 30 June 2010	13,700,000		391,056
As at the date of this Report	13,700,000		391,056

These Options are all unlisted and exercisable as detailed in the table below:

The above summary does not include the proposed issue of free attaching options referred to in Resolution 3 of the attached Notice of Meeting.

BPH Corporate Limited Independent Expert’s Report Page 11

6.4.2 OPTIONS (CONTINUED)

Total Number	Exercise Price	Expiry Date
6,000,000	$0.15	31 December 2010	Unlisted
500,000	(i)	17 October 2011	Unlisted
500,000	(i)	29 April 2013	Unlisted
2,550,000	$0.15	30 June 2013	Unlisted
1,000,000	$0.15	16 December 2013	Unlisted
150,000	$0.30	30 September 2014	Unlisted
3,000,000	$0.45	31 December 2014	Unlisted
13,700,000

(i) The exercise price will be the average amount determined by the market price for the 5 days prior to the exercise.

6.4.3 SHARE TRADING

The following summary provides details of the monthly trading volumes of BPH’s Shares on ASX since 1 March 2010:

Month	High	Low	Total Monthly Volume
October 2010 (until 26th) September 2010 August 2010 July 2010 June 2010 May 2010 April 2010 March 2010	0.10 0.10 0.09 0.12 0.08 0.08 0.09 0.09	0.08 0.08 0.08 0.07 0.06 0.08 0.07 0.07	20,826,400 22,640,000 29,129,500 40,563,000 6,892.700 6,027,900 12,610,700 6,507,000

Source: Yahoo Finance

In the past 8 months the Company’s share price has fluctuated from an initial high of 9 cents (rounded) in the third week of March 2010 to a low of 6 cents (rounded) in early June 2010, returning to a high of 12 cents (rounded) in late July, and thereafter returning to a low of 8 cents at the beginning of August 2010. Otherwise the Company’s share price has traded predominantly within a relatively narrow range of between 8 to 9 cents since early July 2010. Note the volume for the month of October is for a part month only to 26[th] .

The Company’s share price rose to 10 cents immediately following the Company’s announcement on 11[th] October 2010 regarding BPH’s additional investment agreement with Advent and change in nature and scale of BPH’s current activities.

BPH Corporate Limited Independent Expert’s Report Page 12

Trading volumes have ranged from zero on to over 7.8 million shares per day, with an average of 966,823 since 1 March 2010. The highest trading volume occurred on 19 July 2010, pursuant to the announcement regarding the PEP 11 Site Survey Report.

BPH Recent Share Price History:

The chart below represents the movement in share price of BPH listed Shares since March 2010:

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Source: asx.com.au

6.4.4 SCHEDULE OF RECENT ASX ANNOUNCEMENTS

Recent announcements since the lodgement of the company’s 30 June 2010 Annual Report on 6[th] October 2010 are summarised below:

Date ASX Announcement 19/10/2010 Cortical Dynamics Poster Presentation at Anaesthesiology 2010 18/10/2010 Amended Appendix 3B 15/10/2010 Change in substantial holding from MMR 15/10/2010 Appendix 3B 14/10/2010 BUY: PEP 11 – New Seaclem 1 Update 12/10/2010 Notice of Annual General Meeting/Proxy Form 12/10/2010 Appendix 4C - quarterly 12/10/2010 Reinstatement to Official Quotation 11/10/2010 Further Investment In Advent Energy Limited 11/10/2010 Suspension from Official Quotation 11/10/2010 Trading Halt

BPH Corporate Limited Independent Expert’s Report Page 13

6.4.5 MARKET VALUE

Since 1 July 2010, BPH’s share price has fluctuated between 7 and 12 cents which has included the benefit of the recent announcements regarding PEP11; Cortical Dynamic’s paper being published and its Australian Patent (“Method of monitoring brain function”) being granted; together with BPH’s engagement in Melanoma Discovery Program and the non-renounceable 1:2 Entitlement Issue. In the four months prior to 30 June 2010, BPH’s share price fluctuated between 6 cents and 9 cents.

The valuation per share determined in Section 6.3.1 is not inconsistent with this market value range having regard to the additional upside factored into the recent share price in respect of recent announcements.

7. VALUATION OF BPH CORPORATE LIMITED SHARES POST PROPOSED TRANSACTION

7.1 COMPONENTS OF THE PROPOSED TRANSACTION

BPH has entered into a conditional agreement with Advent to acquire, subject to Shareholder approval, up to 12 million ordinary fully paid shares in the capital of Advent Energy Limited (‘Advent’) thereby increasing its shareholding to up to 27.7% Advent is an unlisted public company with less than 50 shareholders. The transaction is subject to the ASX Listing Rules. The company is also proposing a consolidation of capital and capital raising.

7.2 N ET ASSET VALUATION POST PROPOSED TRANSACTION

In establishing the value of BPH following completion of the Proposed Transaction, the net asset backing per share has been determined based upon the unaudited position as at 30 September 2010 as referred to in Section 6.3.1 of this Report, as further adjusted for the investment in Advent and associated resolutions in the attached Notice of Meeting (NoM). Valuation assessments were then carried out on assets and liabilities, with the following matters being of particular relevance:

• a) Fair Value of Investment in Advent

This is addressed in Sections 7.2.2 to 7.2.5 below and provides evidence that in our view no impairment adjustment to the carrying value of the proposed investment in Advent is necessary.

• b) Cash Assets

It is noted that Resolution 3 of the Notice of Meeting seeks shareholder approval to raise a total of up to $20 million (on a post proposed share consolidation basis). As detailed in the Notice of Meeting, the actual issue price has not yet been determined and a range of possible issue prices has been included in the table in Schedule 2 that accompanies the Notice of Meeting. We have adopted the minimum issue price of 20 cents which reflects the maximum possible dilutionary effect.

• c) Unexercised Options

It has been assumed that none of the BPH Options referred to in Section 6.4.2 are exercised. In the event that some, or all, of these are exercised, this will increase the available funds by the payment of the applicable exercise price and the issued share capital and the computation of net asset backing per share would need to be adjusted accordingly.

• d) No adjustment has been made in respect of any potential taxation consequences in respect of the Proposed Transaction.

This has resulted in a net asset backing per share of 16.79 cents post Proposed Transaction and on a post consolidation basis, as calculated below:

BPH Corporate Limited Independent Expert’s Report Page 14

7.2.1 Adjusted Unaudited Balance Sheet as at 30 September 2010 Post Proposed Transaction

Assets Current Assets Cash Trade Receivables Financial Assets Other current assets Total current assets Non Current Assets Financial Assets Intangibles PPE Total Non current assets Total Assets Liabilities Current Liabilities Payables Financial Liabilities Provisions Total Liabilities Net Assets Equity Share Capital Option reserve Retained Earnings Non-controlling Interest Total Equity

Adjusted Unaudited Shares issued NoM Total Post Proposed 30.09.10 Oct. 2010 adjustments Adjustments Transaction Notes $ $ $ $ $ 4,328,491 1,248,000 (1,385,028) (137,028) 4,191,463 (ii) 56,600 - - 56,600 4,208,471 - - 4,208,471 63,527 - - 63,527 8,657,089 1,248,000 (1,385,028) (137,028) 8,520,061 14,417,739 1,500,000 21,000,000 22,500,000 36,917,739 (iii) 72,454 - - 72,454 (iii) 1,710 - - 1,710 14,491,903 1,500,000 21,000,000 22,500,000 36,991,903 23,148,992 2,748,000 19,614,972 22,362,792 45,511,964 794,868 - - 794,868 254,106 - - 254,106 14,492 - - 14,492 1,063,466 - - 1,063,466 22,085,526 2,748,000 19,614,972 22,362,792 44,448,498 29,294,844 2,781,333 19,614,972 22,781,333 51,691,149 394,679 - - 394,679 (7,611,809) - 33,333 - 33,333 (7,645,142) 7,812 - - 7,812 22,085,526 2,748,000 19,614,972 22,362,792 44,448,498

The above Balance Sheets should be read in conjunction with the attached Notes and Assumptions below and the matters referred to in Section 7.2 above.

BPH Corporate Limited Independent Expert’s Report Page 15

Net Asset per share computation

					Adjusted
		Shares			Post
	Unaudited	issued	NoM	Total	Proposed
	30.09.10	Oct. 2010	adjustments	Adjustments	Transaction
Shares on issue	294,667,311	34,766,667		34,766,667	329,433,978
1:2 Consolidation					164,716,989
Adjusted shares on issue			100,000,000		264,716,989
Net Asset Backing per share (undiluted)					0.1679

Notes and Assumptions

(i)	The adjusted Balance Sheet comprises the unaudited consolidated balance sheet at 30	The adjusted Balance Sheet comprises the unaudited consolidated balance sheet at 30
	September 2010, as adjusted for the issue of shares in October 2010 and completion of the
	Proposed Transaction and associated resolutions in the attached NoM (nb the Balance Sheet in
	Schedule 3 of the NoM does not include the impact of the shares issued in October 2010).
(ii)	The Post transaction cash balance comprises:	$
	Consolidated Cash Balance as at 30 September 2010	4,328,491
	Shares issues in October 2010	1,248,000
	Capital raised pursuant to Resolution 3	20,000,000
	Costs	(385,028)
	Purchase of shares in Advent (Resolution 1) at $1.75 each *	(21,000,000)
		-----------------
	Cash Balance Post Proposed Transaction	4,191,463
		-----------------
	* In the event that the issue price is $1.25 per share, this will increase the
	Cash Balance Post Proposed Transaction by $6 million.
(iii)	We have assumed that no impairment adjustments are necessary. We note
	that the Company has recently lodged its audited 2010 Annual Report.
(iv)	The total number of Shares on issue at completion of the Proposed
	Transaction is set out below.
		Number of Shares issued
	Existing Shares on issue as 30 September 2010	294,667,311
	Issued in October 2010	34,766,667
		-----------------
	Total on issue_pre_Proposed Transaction	329,433,978
		-----------------
	1:2 consolidation (refer Resolution 2)	164,716,989
	Maximum number of shares issued pursuant to Resolution 2	100,000,000
		-----------------
	On Issue_Post_Proposed Transaction1	264,716,989
		-----------------

BPH Corporate Limited Independent Expert’s Report Page 16

1 Assumes maximum dilutionary issue price of shares under Resolution 2. Any increase in the issue price above 20c will reduce the number of shares issued accordingly. The above assumes that none of the company’s Options on issue have been exercised and includes 9,375,000 shares (post 1:2 consolidation) held in escrow which are not currently listed on ASX.

7.2.2 Estimated value of Advent consideration

As referred to in Section 3 above, the consideration for the Proposed Transaction comprises 12 million shares in Advent at a price of between $1.25 and $1.75 per share.

For the purposes of estimating the likely value of these shares and any applicable impairment that should be taken into account in assessing the carrying value of the investment in Advent, we have reviewed Advent’s Audited Balance Sheet at 30 June 2010, its current projects, the Balance Sheet of its principal shareholder, MEC Resources Ltd (ASX Code: MMR) (“MMR”) and recent announcements made by MMR. These are addressed in Sections 7.2.3 to 7.2.5 below.

7.2.3 Background to Advent and its Projects

Advent is an unlisted oil and gas exploration and development company. Advent acquired Asset Energy Pty Ltd and a shareholding in Central Petroleum Ltd (ASX: CTP) from MMR for an equity consideration in Advent. Attached to the Notice of Meeting in Annexure A is an ASX announcement dated 11 October 2010 made by BPH which includes a detailed summary of Advent’s Oil and Gas Assets and hence we would refer you to the Annexure for further details in this respect.

We have included a brief summary below, together with a further announcement from Bounty on drilling preparations at PEP11.

PEP 11 Oil and Gas Permit

Advent Energy Ltd is pursuing its option to increase its current 25% interest to an 85% interest in Petroleum Exploration Permit PEP 11, an oil and gas permit located in the Offshore Sydney Basin from Bounty Oil and Gas NL (Bounty). Advent’s interest in PEP 11 is via wholly owned subsidiary Asset Energy Pty Ltd.

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

On 14 October 2010 Bounty provided a further update to ASX to clarify drilling preparations for PEP 11 offshore Sydney Basin, New South Wales, as below:

New Seaclem 1 Update

Bounty Oil & Gas NL (“Bounty”) announces an update on preparations to drill the New Seaclem1 exploration well in PEP 11 offshore Sydney Basin.

The Ocean Patriot semi submersible rig has been contracted by the operator, Asset Energy Pty Limited a subsidiary of Advent Energy Limited (“Advent”) to drill New Seaclem 1. It is still anticipated that the rig will be available to commence drilling in the fourth quarter 2010.

Bounty and Advent provide the following additional information by way of background as to timing and availability of the Ocean Patriot and to update drilling preparations.

The New Seaclem 1 well location is approximately 55 kms east of Newcastle. The well will target natural gas.

BPH Corporate Limited Independent Expert’s Report Page 17

The well will target the Great White and Marlin prospects in the Cainozoic age sedimentary sequence with a combined prospective gas resource estimate of 4.1 tcf (gas in place, P50 level), as reported by Advent Energy Limited.

Statutory Approvals

Advent has lodged all necessary applications for statutory approvals with the relevant government agencies and has so far received approval from National Offshore Petroleum Safety Authority for the vessel safety case as previously reported. The approval process is proceeding within the relevant statutory time limits and no major issues have been raised.

Rig Timing

The Ocean Patriot has been drilling for another operator at the Kipper Gas Project offshore eastern Victoria in the Bass Strait.

Following completion of work at Kipper that operator will retain the rig to drill two (2) exploration wells offshore eastern Victoria, namely Yellowfin 1 and Southeast Longtom 1.

Based on the best information available to Bounty and Advent at the time of this ASX release it is anticipated that the two (2) wells will be completed in 50 to 60 days, i.e. by early December, 2010.

Bounty and Advent emphasise that the timing for completion of those wells is not within their control and timing for spud of New Seaclem 1 may vary.

Contractual Availability of Ocean Patriot

As previously announced to ASX, Advent has taken an assignment of the Ocean Patriot drill slot from Apache Energy Inc. to drill New Seaclem 1 and has funded that assignment. Accordingly, the drill slot for New Seaclem 1 is firm and it will be the next well on the Ocean Patriot drilling schedule following completion of Southeast Longtom 1.

Western Australia – Exmouth Sub-Basin

Advent Energy Ltd has an 8.3% interest (Permit Operator: Strike Oil Ltd) in a shallow, near shore permit in the Exmouth sub-Basin region of the Carnarvon Basin, which contains the undeveloped Rivoli Gas Field discovery. As announced by Strike Energy on 17 April 2008, the Rivoli Joint Venture is considering a proposal to develop the Rivoli Gas Field to supply gas to nearby infrastructure at Exmouth, Western Australia.

Northern Perth Basin

In February 2009, Advent Energy farmed-out 100% of EP 419 to Exoma Energy Ltd. EP 419 covers 559km[2] on the north eastern side of the Perth Basin about 10km east of the Beharra Springs Gas Field. Advent has retained a 3% royalty on future profitable production from EP 419.

Northern Territory / Western Australia – Bonaparte Basin

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

Advent Energy holds 100% of Exploration Permit EP 386 (4,760 square kilometres in area) which covers the entire Western Australian section of the onshore Bonaparte Basin.

BPH Corporate Limited Independent Expert’s Report Page 18

Central Australia – Amadeus, Pedirka, Basins

Advent holds a shareholding in Australian onshore hydrocarbon explorer Central Petroleum Ltd (ASX: CTP). Advent has reserved its right to claim damages from Central Petroleum Ltd and its subsidiaries following repudiatory breach of contract.

7.2.4 Audited Advent Balance Sheet as at 30 June 2010

Current Assets Cash and cash equivalents Trade and other receivables Financial asset Total Current Assets Non-Current Assets Intangibles Evaluation and exploration expenditure Financial assets Property, plant and equipment Total Non-Current Assets Total Assets Current Liabilities Trade and other payables Provisions Other financial liabilities Total Current Liabilities Net Assets Equity Issued capital Option reserve Accumulated losses Total Equity Total number of shares on issue at 30 June 2010 Net Asset Backing per share	Consolidated Parent Disclosures 2010 $ 2009 $ 2010 $ 2009 $
	16,815,665 935,965 1,272,958 52,117 1,116,346 -
	19,204,969 988,082 19,208,117 987,621
	22,674 22,674 4,218,307 1,626,589 484,375 628,128 4,093 170
	4,729,449 2,277,561 4,708,735 2,256,843
	23,934,418 3,265,643 23,916,852 3,244,464
	2,637,582 249,248 102,298 81,844 411,322 2,111,022
	3,151,202 2,442,114 3,089,138 2,398,446
	20,783,216 823,529 20,827,714 846,018
	25,590,709 4,249,792 25,590,709 4,249,792 153,348 111,510 153,348 111,510 (4,960,841) (3,537,773) (4,916,343) (3,515,284)
	20,783,216 823,529 20,827,714 846,018
	134,326,668 88,836,240 0.1547 0.0093

BPH Corporate Limited Independent Expert’s Report Page 19

As at 28 October 2010, MMR had an interest in 48.91% of the ordinary shares capital of Advent Energy Limited and Asset Energy Proprietary Limited.

Other major shareholders of Advent (prior to the Proposed Transaction) comprise:

• BPH Corporate Ltd (ASX:BPH) - 21.29%[1]

• Talbot Group Investments - 10.42%

• Grandbridge Limited (ASX:GBA) - 8.75%.

1 This will increase to up to 27.75% if the Proposed Transaction is approved and upon Advent successfully completing its planned capital raising.

We note that Advent’s principal assets as at 30 June 2010 (other than Cash and Cash Equivalents and Trade and other receivables) comprise Evaluation and Exploration Expenditure of $4,218,307, and Financial Assets of $1,600,721 (comprising $1,116,346 in respect of a forward contract for the payment of a rig deposit and $484,375 in respect of its investment in Central Petroleum Limited).

Exploration and Development expenditure is only carried forward to the extent that it is expected to be recouped through the successful development of the area or where activities in the area have not yet reached a stage that permits reasonable assessment of the existence of economically recoverable reserves. In determining the net realisable value of these exploration assets, we have considered available information regarding its key projects which are referred to in Section 7.2.3 of this Report.

7.2.5 Review of MMR Balance Sheet

MMR’s parent entity Audited Balance Sheet as at 30 June 2010 is summarised below and comprises:

comprises:
	$
Current Assets	752,804
Non-Current Assets (excluding Advent Investment)	1,737,536
Current Liabilities	(286,664)
Non-current Liabilities	(3,767)
	----------------
Total Net Assets excluding Advent Investment	2,199,909
Investment in Advent	4,785,062
	----------------
Total Net Assets	6,984,971
	----------------

Current Market Capitalisation[1] 84,054,500

1 Based on 148,769,026 shares on issue at 28 October 2010 at the last traded price of 56.5 cents.

Subsequent to 30 June 2010, MMR exchanged $1,500,000 of shares in Advent for 18,750,000 shares in BPH. After deducting MMR’s other net assets of $2,199,909 and after adding $1,500,000 in respect of its shareholding in BPH acquired after 30 June 2010, (we are not aware of any other material changes since 30 June 2010), this gives rise to an effective current market value for its 48.91% investment in Advent (and its subsidiary) of $80,354,591. This extrapolates to a total market value for Advent of $164,285,552.

BPH Corporate Limited Independent Expert’s Report Page 20

Share issues by Advent during the year to 30 June 2010 were at the rate of 50 cents each and included two tranches of shares to BPH comprising a total of 12.8 million shares under the option agreement dated September 2009 and a subsequent $1.5 million loan conversion from Advent to MMR converted into shares at the rate of 50 cents per share. Also, 14 million shares were issued to Talbot Group Holdings for a consideration of $7 million on 12 April 2010 under a funding agreement entered into in November 2008.

Since that time, Advent has made a number of announcements (via MMR) regarding its progress at PEP11 and its intention to commence drilling within PEP11 and, in particular, securing the semi submersible rig Ocean Patriot to drill an exploration well in PEP11 which is anticipated to be commenced in the fourth quarter 2010 subject to availability. This drilling will represent the first well to explore for natural gas in the offshore Sydney basin.

As referred to in the Notice of Meeting, the price to be paid for the subscription of up to 12 million shares in Advent by BPH is dependent upon the outcome of the Bookbuild currently being undertaken by Pareto. This values the shares in the range of $1.25 to $1.75 prior to drilling of the first well and is understood to reflect analogous basins with comparable features.

In our view having regard to early stage of the exploration activities being undertaken by Advent, this provides appropriate evidence that the carrying value of an investment of 21.29% rising to up to 27.75% in Advent does not require any impairment adjustment at this juncture.

This is further supported by a review of MMR’s shares which since March 2010 have traded in a range of between 30 cents and 69.5 cents, as shown in the table below.

MMR Recent Share Price History:

The chart below represents the movement in share price of MMR listed shares (ASX Code: MMR) since March 2010:

==> picture [304 x 210] intentionally omitted <==

Source: asx.com.au

7.3 Oil and Gas Industry

7.3.1 Industry Overview

The Gas Market Report, released in May 2010 by the Australian Petroleum Production & Exploration Association (APPEA), provides a recent independent source of information on the key aspects of the Australian Gas Market. The report provides an overview of the sector and its growth prospects. The key facts contained in the report include the following:

BPH Corporate Limited Independent Expert’s Report Page 21

1. Australia has no shortage of natural gas

• The Australian Energy Regulator estimates that Australia has over 200,000 PJ (190 Tcf) of gas resources – making it one of the largest endowments in the Asia Pacific region.

• CSIRO estimates that CSG resources in QLD alone are between 150,000 PJ (143 Tcf) and 500,000 PJ (476 Tcf), averaging around 250 Tcf.

• The proved and probable (2P) reserves (those with at least a 50% cumulative probability of existence) within this resource base account for approximately 60,257 PJ (57 Tcf).

• Sedimentary basins located (mostly) offshore from WA in Commonwealth waters currently hold more than 80% of Australia’s discovered natural gas resources.

2. Natural gas serves an increasingly important role in Australia’s economy

• It is a:

• significant and expanding contributor to export earnings and economic growth;

• significant contributor to the petroleum sector’s $8 billion per year tax and royalty payments made to the government.

• stimulant for regional investment and development.

• Natural gas is the third largest source of Australia’s primary energy consumption (behind coal and petroleum products).

• While coal is Australia’s largest energy commodity export, Australian LNG exports are forecast to increase by 13% in 2009-10.

• Currently, 44% of Australia’s gas production is exported.

• Australia is the world’s sixth largest LNG exporter (accounting for 9% of the world’s LNG trade in 2008) after Qatar, Malaysia, Indonesia, Algeria and Nigeria.

3. Use of natural gas in Australia has accelerated at a rate greater than that of coal

• While coal is the predominant fuel in Australia, the use of natural gas has accelerated at a rate greater than that of coal: average consumption of gas has increased by an average of 3.5% pa, compared to 2.4% for coal.

• The strong growth to date has been driven by sustained population growth, strong economic growth, alongside its competitiveness as a fuel source and governmental policies to encourage its uptake.

4. Australia services the largest and fastest growing LNG market in the world (Asia Pacific)

• The Asia Pacific region is the largest and fastest growing LNG market in the world (accounting for over 68% of global LNG trade).

• Japan and South Korea are the largest importers of LNG, with China and India also expected to evolve as major LNG markets in the near future.

• Japan is a critical market for Australia: 79% of Australia’s LNG goes to Japan (supplying 17% of its LNG demand). The supply contracts to Japan are mostly long term.

• Australia also exports LNG to a number of other countries such as South Korea, China and India under medium term contracts. In 2008, Australia accounted for 81% of China’s LNG imports.

• In the Asia Pacific region alone, countries with import plants under construction or planned include Malaysia, Singapore, Thailand, Indonesia, Chile and the Philippines.

BPH Corporate Limited Independent Expert’s Report Page 22

5. Australia has the most ambitious LNG plans of all countries

• While Australia is only one of a number of countries proposing new liquefaction projects, it has the most ambitious expansion plans of any country across the globe.

• Since 2006-07, Australia’s gas exports have increased by 12%.

• By 2029-30, LNG exports are projected to reach 109 Mt (from 14.4 Mt in 2007-08), reflecting an average annual growth rate over the outlook period of 9.5%.

• Production of LNG is projected to increase its share of total Australian gas production to 70% by 2029-30.

• In addition to the two existent LNG projects (NWS Venture and the Darwin LNG facility), numerous new LNG projects and project expansions are either under construction or being proposed:

  • WA:

    • Two projects are under construction:

      • 4.3 Mtpa Pluto project, scheduled to commence deliveries in early 2011.

      • 15 Mtpa Gorgon project (the largest minerals and energy project to be undertaken in Australia), expected to commence production in 2014.

    • Six projects are being proposed: Browse, Wheatstone, Pluto 2, Prelude, Scarborough and Greater Sunrise.

  • NT: one project being proposed: Ichthys

  • QLD: total proposed capacity of eight proposed projects is initially 16.8 Mtpa of LNG, however, if the plans are developed to their ultimate potential, this would increase to 40.6 Mtpa.

6. Australia will be the first in the world to develop CSG to LNG projects

• While CSG currently constitutes only 8% of total natural gas production in Australia, it is the fastest growing production sector.

• In the five years to 2008, 2P (proved and probable) CSG reserves increased at a rate of about 46% per year, significantly increasing resource life.

• CSG contributes around 90% of QLD’s total natural gas production (sourced from the Bowen and Surat Basins) and meets over 70% of the QLD market demand.

7. Australia has experienced a long period of some of the cheapest priced gas in the world

• Australian wholesale gas prices have historically been low by international standards.

• They have also been relatively stable, bound by provisions in long term supply contracts out of the Cooper and Gippsland basins and the North West Shelf fields.

• While gas in the United States and Europe closely follows the oil price, natural gas in Australia has traditionally been used as a substitute for coal in coal-fired electricity generation. Australian gas prices have therefore effectively been capped by Australia’s low cost coal prices.

• Between 2005 and 2008, there has been upward pressure on gas prices due to various factors including:

• Substantial increases in costs associated with gas exploration, development and production.

• Drought conditions in eastern Australia in 2007 increased the demand for gasfired generation (GFG), which escalated gas prices.

• Market participants began factoring the projected effects of the CPRS into demand projections and pricing on long term gas contracts.

BPH Corporate Limited Independent Expert’s Report Page 23

  - Higher oil prices pushed up international gas prices which flowed into Australian LNG exports, putting upward pressure on WA’s domestic gas prices.

• Since 2008, weaker economic growth (domestically and internationally) softened demand for natural gas and eased price pressure.

8. Gas has increasingly become the fuel for new electricity generation investment in Australia

• Currently, coal is the lowest cost fuel source for electricity generation in Australia, followed by gas.

• However, due to its lower carbon intensity, gas is well placed to become more cost competitive against coal in a carbon constrained economy.

• The majority of committed and proposed investments in Australian generation capacity involve GFG (2200 MW out of total 2650 MW of committed capacity).

• Most of the committed GFG projects are expected to be commissioned by the end of 2010.

9. Gas market reforms have enhanced market efficiency in Australia

• Three key policy initiatives are steering gas markets to more efficient operating regimes:

• National Gas Market Bulletin Board (NGBB):

• Went live on 1 July 2009, currently just for southern and eastern gas markets, but with provisions for WA and NT to participate in the future.

• Operates in the form of a website, providing readily accessible and updated information on the state of the market, system constraints and gas trading opportunities, for the benefit of end-users, potential users, market entrants and market observers.

2. Short Term Trading Market (STTM):

• Due to commence in June 2010, initially just for Sydney and Adelaide. In Victoria, an STTM already exists in the form of the spot market. The STTM will be expanded to other gas hubs in the future, commencing with Brisbane in 2011

• Establishes a mandatory price based balancing mechanism for gas delivered to, and withdrawn from, defined market hubs.

• Allows participants to purchase gas from the STTM without the need to contract with a supplier or pipeliner thereby reducing previous complexities and barriers to entry.

• National Gas Market Operator:

• On 1 July 2009, AEMO assumed this role, in order to establish and administer the NGBB and STTM.

• A single market operator was considered necessary in order to overcome jurisdictional differences, which would otherwise add undue complexity to, and cost of participation in, Australia’s gas market.

10. Outlook for Australian natural gas is strong:

• Gas is projected to be the fastest growing fossil fuel over the period to 2029-30 (in terms of its consumption in Australia).

• ABARE projects that primary gas consumption will rise by 3.4% per year, its share of primary energy consumption projected to rise to 33% by 2029-30.

BPH Corporate Limited Independent Expert’s Report Page 24

• This forecast growth in demand is driven primarily by the electricity sector, as the share of gas fired generation (GFG) in the energy mix is projected to increase considerably over the medium to long term, reflecting the shift to less carbon intensive fuels in a carbon constrained environment.

• ABARE forecasts production to rise at 6.7% pa to 2030. This strong growth will be underpinned by increasing demand in the domestic market and increasing global demand for LNG.

• ABARE projects LNG exports to rise by 9.5% pa to 2030. This significant expansion over the next two decades reflects not only Australia’s abundant gas reserves and their proximity to growing Asia Pacific markets, but also Australia’s attractiveness as a reliable and stable destination for investment.

Source: Australian Petroleum & Exploration Association Limited

7.3.2 Short Term Energy Outlook

Crude Oil and Liquid Fuels Overview

As member states of the Organization of the Petroleum Exporting Countries (OPEC) prepare to meet on October 14 to discuss market conditions, they face an oil market outlook largely unchanged from the previous few months. While commercial oil inventories in the Organization for Economic Cooperation and Development (OECD) countries remain high, floating oil storage has been declining, and the USA’s Energy Information Administration’s (EIA) believes that a gradual projected reduction in OECD oil inventories over the forecast period should support firming oil prices. The economic outlook has also remained substantially the same, with Asian countries continuing to lead global economic growth. World oil prices are expected to rise gradually as global economic growth leads to higher global oil demand and growth in non-OPEC oil supply slows in 2011. EIA expects OPEC production will rise over the forecast period, keeping oil prices from increasing dramatically. Should OPEC not increase production as global consumption recovers, oil prices could be significantly higher than the central forecast. Conversely, should the global economic recovery be slower than expected, prices could be lower than EIA’s forecast.

Global Crude Oil and Liquid Fuels Consumption

World oil consumption growth for 2010 has been revised up slightly to 1.7 million barrels per day (bbl/d) in response to stronger-than-expected growth in oil demand during the first half of 2010 in China, as well as in the OECD. Non-OECD regions, especially China, the Middle East, and Brazil, represent most of the expected growth in world oil demand in 2011. While other OECD regions are showing declines, North America is expected to show oil consumption growth in 2011 of 0.2 million bbl/d. Projected global oil consumption growth in 2011 is 1.4 million bbl/d, unchanged from last month's Outlook .

Non OPEC Supply

EIA projects non-OPEC liquids supply will increase by 0.9 million bbl/d in 2010, with the growth coming mainly from the United States, Brazil, and the former Soviet Union. The non-OPEC supply projection for 2010 is 0.2 million bbl/d higher than in last month's Outlook, primarily the result of continued near-record crude oil production occurring in Russia. Forecasted total nonOPEC supply falls by 240,000 bbl/d in 2011, chiefly because of declining total North Sea and North American production--with Mexico's production falling by 170,000 bbl/d--as well as decreasing supplies from Russia. This would be only the third time in the last 15 years that nonOPEC supplies fail to grow year-over-year, following non-OPEC production declines in 2005 and 2008, which were mainly the result of supply disruptions in the Gulf of Mexico.

BPH Corporate Limited Independent Expert’s Report Page 25

OPEC Supply

EIA expects that OPEC crude oil production will rise slightly through 2011 to accommodate increasing world oil consumption and to maintain OPEC market objectives. OPEC crude oil production is projected to increase by 0.3 million bbl/d and 0.6 million bbl/d in 2010 and 2011, respectively, with non-crude petroleum liquids expected to increase by 0.7 million bbl/d in 2010 and 2011. OPEC surplus capacity should remain near 5 million bbl/d, compared with 4.3 million bbl/d in 2009 and 1.5 million bbl/d in 2008.

OECD Petroleum Inventories

Commercial oil inventories held in the OECD stood at an estimated 2.78 billion barrels at the end of the third quarter of 2010, equivalent to about 60 days of forward cover, and roughly 90 million barrels more than the 5-year average for the corresponding time of year. OECD oil inventories are expected to decline through the forecast period, though days-forward-cover should remain high by historical standards.

Crude Oil Prices

WTI oil prices averaged US$75 per barrel in September but rose above US$80 at the end of the month and into early October as expectations of higher oil consumption pushed up prices. EIA has raised the average fourth quarter 2010 forecasted WTI spot price to US$79 per barrel compared with US$77 per barrel in last month's Outlook . WTI spot prices are projected to rise to US$85 per barrel by the fourth quarter of next year. Projected WTI prices average US$78 per barrel in 2010 and US$83 per barrel in 2011.

Energy price forecasts are highly uncertain, as history has shown. WTI futures for December 2010 delivery for the 5-day period ending October 7 averaged US83 per barrel, and implied volatility averaged 30 percent. This made the lower and upper limits of the 95-percent confidence interval US$68 per barrel and US$101 per barrel, respectively, for WTI delivered in December 2010. Last year at this time WTI for December 2009 delivery averaged US$69 per barrel and implied volatility averaged 48 percent, with the limits of the 95-percent confidence interval at US$49 per barrel and US$96 per barrel.

Source: Energy Information Administration - Short Term Energy Outlook released 13 October 2010

8. ASSESSMENT AS TO FAIRNESS AND REASONABLENESS

• 8.1 Assessment as to Fairness

As noted in Section 5 of this Report, an offer is considered "fair" if the value of the consideration being offered is equal to, or greater than, the value of the securities that are the subject of the offer. MGICF's assessment as to the fairness of the Proposed Transaction is set out below:

MGICF valuation of BPH share	MGICF	valuation of BPH	share	after
prior to the Proposed Transaction	completion of the Proposed Transaction
15.08 cents		16.79 cents

After consideration of the above, the Proposed Transaction is considered to be fair to the nonassociated shareholders of BPH as the preferred value of a share after completion of the Proposed Transaction is higher than the current value of a BPH share.

BPH Corporate Limited Independent Expert’s Report Page 26

8.2 Assessment as to Reasonableness

ASIC Regulatory Guide 111 states that an offer is reasonable if it is fair. Under this criterion as the value of BPH Shares after completion of the Proposed Transaction is greater than their value prior thereto, the offer is reasonable. There are a number of other relevant factors to be considered in assessing the reasonableness of the Proposed Transaction. These factors are set out below as advantages and disadvantages.

• 8.2.1 Advantages and Disadvantages of the Proposed Transaction proceeding:

Advantages of the Proposed Transaction proceeding

• The Proposed Transaction will give BPH the opportunity to increase its exposure to Advent’s range of hydrocarbon exploration permits with a focus on near term production potential with pre-existing infrastructure and exploration upside;

• Advent is considered by BPH to possess the requisite ability to properly manage and exploit the projects held by the company, with drilling scheduled to occur in the next few months;

• The outlook for the Oil and Gas industry provides a promising platform for the ongoing development of Advent’s core assets;

• As Advent is a subsidiary of MEC Resources, a company listed on ASX, details of Advent’s projects and progress have been included in MMR’s continuous disclosure obligations since MMR’s initial investment in Advent;

• Despite the fact that Advent is not currently listed on ASX, having regard to the nature and composition of the assets, the present composition of the Advent Board, MMR’s current buoyant share price (indicative of the market’s view of Advent, given it is MMR’s cornerstone investment), a future listing on ASX may be possible. This should not however be taken as implying that Advent will be successful in being admitted to the Official List of the ASX (in order to be admitted to the Official List, Advent would be required to comply with the requirements of Chapters 1 and 2 of the ASX Listing Rules) or that there will always be a liquid market in its securities;

• Additional capital has been invested both by Talbot Holdings under their Investment Agreement and by MMR through a conversion to equity, thereby to some degree mitigating BPH’s exposure; and

• The investment in Advent provides further diversification to the range of existing investments held by BPH, thereby providing the Company with a greater spread of industry risk.

Disadvantages of the Proposed Transaction proceeding

• Existing shareholders’ interest in the Company will be diluted as a result of the issue of Shares to fund the Proposed Transaction;

• The shares in Advent that BPH will acquire are not presently listed on ASX and hence the marketability of its investment in Advent is relatively illiquid; and

• Advent’s substantial portfolio of exploration permits will require access to substantial capital to further identify and develop these assets.

• The nature of oil and gas exploration, project development and production is such that it 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, together with adverse fluctuations in the prices of oil and gas, will adversely affect Advent’s performance and have a resulting effect on the value of the Company’s investment in Advent Energy.

BPH Corporate Limited Independent Expert’s Report Page 27

• 8.2.2 Advantages and Disadvantages of the Proposed Transaction not Proceeding:

• A dvantages of the Proposed Transaction not proceeding

• The Company will avoid the disadvantages referred to above; and

Disadvantages of the Proposed Transaction not proceeding

• If the Proposed Transaction is not approved, the Company will not acquire an increased exposure to Advent’s range of hydrocarbon exploration permits with near term production potential.

In our opinion, on balance, the advantages of approving the Proposed Transaction are greater than the disadvantages. These advantages arise both as a result of implementing the Proposed Transaction and of avoiding the disadvantages that may arise as a result of not implementing the Proposed Transaction. Accordingly, in our opinion, the Proposed Transaction is reasonable to the non-associated shareholders of BPH.

8.3 Conclusion

Based on the valuation of a BPH share and on the above assessment, MGICF is of the opinion that the Proposed Transaction is fair and reasonable to the non-associated shareholders of BPH.

9. SOURCES OF INFORMATION

In making our assessment as to whether the Proposed Transaction is fair and reasonable to the non-associated shareholders of BPH, we have reviewed relevant published available information and other unpublished information of the Company which is relevant in the circumstances. In addition, we have held discussions with the Company's Directors and management. Information we have received includes, but is not limited to the following:

• BPH's draft unaudited financial statements for the period ended 30 September 2010;

• BPH’s Annual Report for the year ended 30 June 2010;

• MMR’s Annual Report for the year ended 30 June 2010;

• Advent’s Annual Report for the year ended 30 June 2010;

• Recent ASX announcements lodged by BPH;

• Recent ASX announcements lodged by MMR;

• Share price data for BPH and MMR;

• Information in the public domain;

• Discussions with Directors of BPH;

• BPH’s agreement with Advent dated 11 October 2010; and

• Draft Notice of Meeting and Explanatory Statement this Report will accompany.

BPH Corporate Limited Independent Expert’s Report Page 28

APPENDIX 1 OVERVIEW OF VALUATION METHODOLOGIES

Discounted cash flow (DCF) approach

• Discounted cash flow valuations (“DCF”) involve projected cash flows being discounted by a discount rate which reflects the time value of money and the risk inherent in the cash flows. DCF valuations are arguably the most technically accurate method of valuing an asset or business, however, they suffer from the practical impediment that few companies have prepared cash flow forecasts of sufficient reliability over the necessary long time frame.

• The DCF methodology is typically the most appropriate valuation methodology where there is adequate information about likely future cash flows and usually over a finite term.

Capitalisation of future maintainable earnings (earnings based) approach

• The capitalisation of earnings methodology involves capitalising the earnings of the business at a multiple which reflects the risks of the business and the stream of income it generates. This methodology requires the estimation of future maintainable earnings having regard to historical and forecast operating results, including sensitivity to key industry risk factors, future growth prospects and the general economic outlook. The estimated realisable value of any surplus assets is then added to the capitalised earnings.

• The determination of an appropriate capitalisation rate will typically reflect a potential purchaser’s required rate of return, risks inherent in the business, future growth prospects and alternative investment opportunities. This methodology is the most commonly used method for the valuation of industrial companies, which have a proven operating history and a consistent earnings trend.

Orderly realisation of assets (asset based) approach

• The realisation of net assets methodology is considered most appropriate where a business or company is not making an adequate return on its assets, where there are surplus non-operating assets or where investments are the primary asset. This methodology involves determining the net realisable value of the business’ or company’s assets assuming an orderly realisation of those assets.

Quoted price for BPH listed securities (market value) approach

• This approach reflects the quoted price for the listed securities of the company being valued and is most suited when there is a liquid and active market in those securities (and allowing for the fact that the quoted price may not reflect their value where 100% of the securities are available for sale).

Comparable market transactions approach

• This methodology entails obtaining information on any comparable transactions in the same industry for a similar entity to that being valued. If such transactions exist and the entity being valued is directly comparable to that being acquired then the assets, revenue or earnings multiples, or other relevant measures employed in the actual transaction can be utilised in the valuation.

• This methodology suffers from the difficulty in sourcing detailed information on the transaction to determine the basis of the consideration and the comparability of the two businesses or entities.