BPH ENERGY LTD - Proxy Solicitation & Information Statement 2010

BPH CORPORATE LTD

ACN 095 912 002

NOTICE OF GENERAL MEETING

TIME : 10:00 am (WST) DATE : Monday 4 October 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.

NOTE: MGI Perth has prepared the Independent Expert’s Report and has provided an opinion that it believes the proposal as outlined in Resolution 1 is FAIR AND REASONABLE to the Shareholders of the Company not associated with MEC Resources. It is recommended that all Shareholders read the Independent Expert’s Reports in full. Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary on +61 8 9328 8477.

CONTENTS PAGE

Notice of General Meeting (setting out the proposed Resolution)	3
Explanatory Statement (explaining the proposed Resolution)	4
Glossary	12
Schedule – Potential Voting Power of MEC Resources following Advent Energy Transaction	13
Annexure – Independent Expert’s Report	Attached
Proxy Form	Attached

TIME AND PLACE OF GENERAL MEETING AND HOW TO V OTE

VENUE

The General Meeting of the Shareholders to which this Notice of Meeting relates will be held at 10:00 am (WST) on Monday 4 October 2010 at:

14 View Street, North Perth, Western Australia, 6006

YOUR VOTE IS IMPORTANT

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

VOTING IN PERSON

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

VOTING BY PROXY

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

(a) post to BPH Corporate Ltd, 14 View Street, North Perth, Western Australia, 6006; or
(b) facsimile to the Company on facsimile number +61 8 9328 8733; or (c) email to the Company at [email protected],

so that it is received not later than 10:00 am (WST) on Friday 1 October 2010.

Proxy Forms received later than this time will be invalid.

N O T IC E OF G E N E R AL M E E TI N G

Notice is given that the General Meeting of Shareholders will be held at 10:00 am (WST) on Monday 4 October 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 General Meeting. The Explanatory Statement and the Proxy Form are part of this Notice of Meeting.

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the General Meeting are those who are registered Shareholders of the Company at 10:00 am (WST) on Saturday 2 October 2010.

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

AGENDA

1. RESOLUTION 1 – ACQUISITION OF A SUBSTANTIAL ASSET FROM A SUBSTANTIAL HOLDER AND INCREASE IN RELEVANT INTEREST

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

“That, for the purposes of Listing Rule 10.1 and Sections 606 and 611 Item 7 of the Corporations Act, and for all other purposes, Shareholders approve:

(a) the acquisition by the Company from MEC Resources (a substantial holder of Shares in the Company) of 3 million Advent Energy Shares;
(b) the issue to MEC Resources of 18.75 million fully paid ordinary Shares in the capital of the Company in consideration for the acquisition of the Advent Energy Shares; and
(c) the subsequent increase in MEC Resources’ voting power in the Company from a starting point above 20% (assuming a minimum Shortfall under the Entitlement Issue of 27.125 million Shares) and below 90%,

on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion: The Company will disregard any votes cast on a resolution by MEC Resources and any of MEC Resources’ associates. However, the Company need not disregard a vote if it is cast by a person as 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 annexed to this Notice of Meeting prepared by MGI Perth for the purposes of the Shareholder approval required under Listing Rule 10.1 and under Sections 606(1A) and 611 (Item 7) of the Corporations Act. The Independent Expert’s Report comments on the fairness and reasonableness of the Advent Energy Transaction to the non-associated Shareholders and concludes that the Advent Energy Transaction is fair and reasonable to non-associated Shareholders.

DATED: 31 AUGUST 2010

BY ORDER OF THE BOARD

DEBORAH AMBROSINI COMPANY SECRETARY

E XPL A N A T O R Y S T A TE M E N T

This Explanatory Statement has been prepared for the information of the Shareholders in connection with the business to be conducted at the General Meeting to be held at 10:00 am (WST) on Monday 4 October 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.

1. RESOLUTION 1 – ACQUISITION OF A SUBSTANTIAL ASSET FROM A SUBSTANTIAL HOLDER AND INCREASE IN RELEVANT INTEREST

1.1 General

The Company has entered into an agreement with MEC Resources to acquire, subject to Shareholder approval, 3 million ordinary, fully paid shares in the capital of Advent Energy ( Advent Energy Shares ) (amounting to approximately 0.5% of the issued share capital of Advent Energy) from MEC Resources, in consideration for the issue of 18.75 million Shares in the Company ( Consideration Shares ) to MEC Resources ( Advent Energy Transaction ). Completion of the Advent Energy Transaction will occur within 5 Business Days of Shareholders approving the transaction. Pursuant to Listing Rule 9.1, the Consideration Shares will be escrowed for a period of 12 months.

As at the date of this Notice of Meeting, the Company has on issue 206,954,246 Shares. However, the Company’s Entitlement Issue is still open for acceptance until 31 August 2010. If the Entitlement Issue is fully subscribed (either by Shareholders taking up their Entitlements or by the Entitlement Issue being fully underwritten (refer to Sections 5.1 and 5.2 of the Entitlement Issue prospectus dated 30 July 2010 ( Prospectus ) for details of the underwriting terms), the Company will issue 103,477,123 new Shares under the Entitlement Issue.

Following successful completion of the Entitlement Issue and before completion of the Advent Energy Transaction, the Company will have on issue 310,431,369 Shares.

As discussed in the Prospectus, MEC Resources intends to take up its full Entitlement and has also conditionally agreed to sub-underwrite the Entitlement Issue up to a maximum of 40 million Shares.

1.2 Information on Advent Energy

Advent Energy is an unlisted oil and gas exploration company based in Perth, Western Australia. Advent Energy holds a portfolio of petroleum exploration and near-term development assets throughout Australia and is entering an exciting period of exploration. Its cornerstone project is situated in the offshore Sydney Sedimentary Basin, within Petroleum Exploration Permit ( PEP ) 11. Estimates of the prospective recoverable resources comprised in PEP 11, adjacent to the coastline from Wollongong to Newcastle (offshore NSW), have recently been increased to 13.2 trillion cubic feet (P50 or ‘best estimate’ level) of natural gas.

Advent Energy has continually demonstrated positive indications of natural gas accumulation and migration within PEP 11. Successful exploration and field development of the anticipated volumes of gas reported would have a positive impact on New South Wales’ and Australia’s energy industry.

1.3 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, 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). As stated in Section 1.2 above, MEC Resources currently holds a relevant interest in 23,303,379 Shares, equal to 11.26% of the issued Share capital of the Company, and is therefore a “substantial holder” with a relevant interest in at least 10% of the total votes attached to the Company’s voting securities.

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. As the value of the Advent Energy Shares is approximately $1.5 million, being more than 5% of the equity interests of the Company as set out in the half yearly reports lodged with ASX as at 31 December 2009, the Advent Energy Shares are a “substantial” asset for the purposes of Listing Rule 10.1.

The Advent Energy Transaction therefore requires 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 at Annexure B is an Independent Expert’s Report prepared by MGI Perth concluding that the Advent Energy Transaction is fair and reasonable to the non-associated Shareholders.

1.4 Sections 606 and 611 of the Corporations Act

Pursuant to Section 606(1) of the Corporations Act, a person must not acquire a “relevant interest” in issued voting shares in a listed company if the person acquiring the interest does so through a transaction in relation to securities entered into by or on behalf of the person and because of the transaction, that person’s or someone else’s voting power in the company increases:

(a) from 20% or below to more than 20%; or
(b) from a starting point above 20% and below 90%.

The voting power of a person in a body corporate is determined in accordance with Section 610 of the Corporations Act. The calculation of a person’s voting power in a company involves determining the voting shares in the company in which the person and the person’s associates have a relevant interest.

A person ( second person ) will be an “associate” of the other person ( first person ) if:

(a) the first person is a body corporate and the second person is:
(i) a body corporate the first person controls;
(ii) a body corporate that controls the first person; or
(iii) a body corporate that is controlled by an entity that controls the person;
(b) the second person has entered or proposes to enter into a relevant agreement with the first person for the purpose of controlling or influencing the composition of the Company’s board or the conduct of the Company’s affairs; or

(c) the second person is a person with whom the first person is acting in concert or proposing to act in concert, in relation to the Company’s affairs.

Section 608(1) of the Corporations Act provides that a person has a relevant interest in securities if they:

(a) are the holder of the securities;
(b) have the power to exercise, or control the exercise of, a right to vote attached to the securities; or
(c) have power to dispose of, or control the exercise of a power to dispose of, the securities.

It does not matter how remote the relevant interest is or how it arises. If two or more people can jointly exercise one of these powers, each of them is taken to have that power.

Section 611 Item 7 of the Corporations Act – Exemption from Section 606

Section 611 of the Corporations Act provides that certain acquisitions of relevant interests in a company’s voting shares are exempt from the prohibition in Section 606(1), including acquisitions approved previously by a resolution passed at a general meeting of the company in which the acquisition is made (Section 611 Item 7).

For the exemption in Section 611 Item 7 to apply, Shareholders must be given all information known to the person proposing to make the acquisition or their associates, or known to the Company, that was material to the decision on how to vote on the resolution. ASIC has indicated what additional information should be provided to Shareholders in these circumstances.

Circumstances of MEC Resources Acquiring a Relevant Interest in Excess of 20%

As set out in the Entitlement Issue Prospectus, MEC Resources intends to take up its full Entitlement, being equal to 11,651,690 Shares. In addition, MEC Resources has conditionally agreed to sub-underwrite the Entitlement Issue up to a maximum of 40 million Shares. Assuming a Shortfall of at least 40 million Shares (and assuming the conditions to the sub-underwriting agreement are satisfied), MEC Resources’ shareholding in the Company will increase 74,955,069 Shares as a result of the Entitlement Issue and before the Advent Energy Transaction, being equal to approximately 24.15% of the Company’s issued Share capital.

Pursuant to section 611 (items 10 and 13) of the Corporations Act, MEC Resources does not require Shareholder approval to acquire a relevant interest in BPH Corporate in excess of 20% as a result of participating in or sub-underwriting the Entitlement Issue. However, if the Advent Energy Transaction is approved by Shareholders at the General Meeting, MEC Resources’ relevant interest in the Company will increase from approximately 24.15% to approximately 28.47%. This increase in MEC Resources’ relevant interest does require Shareholder approval.

Impact on the Company

The proposed issue of Shares to MEC Resources pursuant to the Advent Energy Transaction will result in various advantages and disadvantages to the Company which Shareholders should consider prior to exercising their vote.

The Independent Expert notes that the key advantages of the proposal to the Company and non-associated Shareholders are as follows:

(a) The Advent Energy Transaction will give the Company the opportunity to increase its exposure to Advent Energy’s range of hydrocarbon exploration permits with a focus on near term production potential with pre-existing infrastructure and exploration upside;
(b) The Company considers Advent Energy possesses the requisite ability to properly manage and exploit the projects it holds, with drilling scheduled to occur in the next few months;
(c) The outlook for the oil and gas industry provides a promising platform for the ongoing development of Advent Energy’s core assets;
(d) Additional capital has been invested in Advent Energy both by Talbot Holdings under its Investment Agreement and by MEC Resources through a conversion to equity, thereby mitigating the Company’s exposure;
(e) As Advent Energy is a subsidiary of MEC Resources, a company listed on ASX, details of Advent Energy’s projects and progress have been included in MEC Resources’ continuous disclosure obligations since MEC Resources’ initial investment in Advent Energy;
(f) Despite the fact that Advent Energy is not currently listed on ASX, having regard to the nature and composition of the assets, the present composition of the Advent Energy Board, MEC Resources’ current buoyant share price (indicative of the market’s view of Advent Energy, given it is MEC Resources’ cornerstone investment), a future listing on ASX may be possible. This should not however be taken as implying that Advent Energy will be successful in being admitted to the Official List of the ASX (in order to be admitted to the Official List, Advent Energy 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;
(g) Advent Energy’s key assets are potentially in a readily disposable form;
(h) This further investment in Advent Energy does not involve a capital raising. The Entitlement Issue, if fully subscribed, will raise an additional $8,278,170 before costs, of which some $3.75 million has been provisionally earmarked to be loaned to Advent (pursuant to a recently completed secured Loan Agreement between the Company and Advent Energy); and
(i) The investment in Advent Energy provides further diversification to the range of existing investments held by the Company, thereby providing the Company with a greater spread of industry risk.

The key disadvantages noted by the Independent Expert are as follows:

(a) Existing shareholders’ interest in the Company will be diluted as a result of the issue of Shares to fund the Advent Energy Transaction;
(b) The shares in Advent Energy that the Company will acquire are not presently listed on ASX and hence the marketability of its investment in Advent Energy is relatively illiquid; and
(c) Advent Energy’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 Energy’s performance

and have a resulting effect on the value of the Company’s investment in Advent Energy.

Assumptions

The figures in the following Section and the Schedule assume that:

(a) the Company has 206,954,246 Shares on issue as at the date of this Notice of Meeting and a maximum of 310,431,369 Shares on issue following the Entitlement Issue (that is, the figures assume that Grandbridge Securities underwrites 100% of the Shortfall, other than MEC Resources’ subunderwriting commitment of 40 million Shortfall Shares);
(b) the Company does not issue any additional Shares other than pursuant to the Entitlement Issue and the Advent Energy Transaction;
(c) no Options are exercised;
(d)
MEC Resources takes up its full Entitlement;
(e) there is a Shortfall under the Entitlement Issue of between 0 and 40 million Shares; and
(f) MEC Resources does not acquire any additional Shares other than under:
(i) the Entitlement Issue;
(ii) its sub-underwriting commitment in respect of the Entitlement Issue; and
(iii) the Advent Energy Transaction.

Prescribed Information

(a) The identity of the allottee or purchaser and any person who will have a relevant interest in the Shares allotted:

As a consequence of the Advent Energy Transaction and subject to assumptions set out in paragraphs (a) to (f) above, MEC Resources will increase its relevant interest in the Company from a starting point that is above 20% and below 90%.

If the matters set out in paragraphs (a) to (f) above do not occur (or if the Shortfall is less than 27.125 million Shares), MEC Resources will not have acquired a relevant interest in the Company in excess of 20% prior to the Advent Energy Transaction. If the Shortfall is less than 12.125 million Shares, MEC Resources will not acquire a relevant interest in the Company in excess of 20% as a result of the Advent Energy Transaction.

(b) Full particulars (including the number and the percentage) of the Shares to which MEC Resources is or will be entitled immediately before and after the Advent Energy Transaction:

As discussed in Section 1.2 above, the number of Shares that MEC Resources will be issued as a result of its sub-underwriting commitment cannot be determined while the Entitlement Issue remains open. MEC Resources’ maximum sub-underwriting commitment is equal to 40 million Shortfall Shares.

The number of Shares that MEC Resources will be entitled to on completion of the Advent Energy Transaction is 18.75 million.

The table in the Schedule sets out the potential number and percentage of Shares MEC Resources will hold upon:

(i) the completion of the Entitlement Issue, applying a range of Shortfall sub-underwriting commitments between 0 Shares and 40 million Shares and based on MEC Resources’ shareholding (being 23,303,379 Shares) and voting power in the Company (being 11.26%) as at the date of this Notice of Meeting; and
(ii) the issue of 18.75 million Shares pursuant to the Advent Energy Transaction.

If the Entitlement Issue is undersubscribed by at least 40 million Shares and MEC Resources is consequently required to fulfil its maximum subunderwriting commitment of 40 million Shares, MEC Resources will hold 93,705,069 Shares upon issue of the 18.75 million Shares pursuant to the Advent Energy Transaction, equal to approximately 28.47% of the issued Share capital of the Company. In that situation, the maximum extent of the increase in MEC Resources’ voting power that would result from the Advent Energy Transaction would be approximately 4.32%.

In the event of a Minimum Acceptance (as described in paragraph (c) below), the maximum extent of the increase in MEC Resources’ voting power that would result from the Advent Energy Transaction would be approximately 4.81%.

Shareholders should note that MEC Resources may increase or decrease its voting power in the Company prior to being issued any Shares pursuant to the Entitlement Issue or the Advent Energy Transaction (although it will not be able to increase its voting power above 20% unless an exception in Section 611 of the Corporations Act applies). Any increase or decrease in MEC Resources’ voting power prior to the Entitlement Issue or the Advent Energy Transaction will have a corresponding impact on the calculation of the potential maximum increase in the voting power of MEC Resources indicated in the Schedule.

(c) Effect of MEC Resources’ relevant interest on voting power:

As set out in the Schedule, the potential voting power MEC Resources would hold as a result of the issue of Shares pursuant to the Advent Energy Transaction would be 28.47%, assuming:

(i) a maximum of 310,431,369 Shares on issue following the Entitlement Issue; and
(ii) the matters set out in paragraphs (a) to (f) above.

If the Entitlement Issue is only underwritten to the extent of MEC Resources’ sub-underwriting commitment of 40 million Shortfall Shares (i.e. because Grandbridge Securities has been unable to procure applications for the Shortfall), and no Shareholders (other than MEC Resources) take up their Entitlement ( Minimum Acceptance ), then there will be a maximum of 258,605,936 Shares on issue on completion of the Entitlement Issue. In that scenario, and assuming:

(iii) no Options are exercised; and

(iv) the Company does not issue any additional Shares and MEC Resources does not acquire any additional Shares other than pursuant to the Advent Energy Transaction,

MEC Resources would hold 93,705,069 Shares on completion of the Advent Energy Transaction, with a voting power of approximately 33.79% (a maximum increase of 22.53%).

If there is a Shortfall of between 0 and 40 million Shares, the potential voting power MEC Resources would hold as a result of the issue of Shares pursuant to the Advent Energy Transaction would be between 18.64% and 28.47%.

(d) A statement of MEC Resources’ intentions regarding the future of the Company if Shareholders agree to the allotment:

The Company understands that MEC Resources does not:

(i) have any intention of making any changes to the Company’s business;
(ii) have any intention to significantly change the Company’s financial or dividend policies;
(iii) presently intend to inject further capital into the Company, other than its participation in any rights issue that may be implemented by the Company;
(iv) have any current intention regarding the future employment of the present employees of the Company;
(v) intend to transfer any property between the Company and itself nor any person associated with it;
(vi) intend to redeploy any fixed assets of the Company; or
(vii) have any current intention to change the Company’s existing policies in relation to financial matters or dividends.

Independent Expert’s Report

The Independent Expert's Report prepared by MGI Perth (a copy of which is set out in the Annexure to this Explanatory Statement) assesses whether the Advent Energy Transaction is fair and reasonable to the non-associated Shareholders of the Company.

The Independent Expert’s Report concludes that the Advent Energy Transaction is fair and reasonable to the non-associated Shareholders of the Company.

Shareholders are urged to carefully read the Independent Expert’s Report to understand the scope of the report, the methodology of the valuation and the sources of information and assumptions made.

Directors’ Recommendation

Messrs Hock Goh and David Breeze and Ms Deborah Ambrosini are common directors of BPH Corporate Ltd and MEC Resources Ltd ( Common Directors ). Mr Hock Goh is a non-executive Director of both entities. Prior to entering into the Advent Energy Transaction, the Company’s Board of Directors considered the interests of the Common Directors and determined that those interests did not amount to material personal interests in the Advent Energy Transaction.

Accordingly, each of the Common Directors was entitled to vote in relation to the entry into the Advent Energy Transaction and the proposal to put Resolution 1 to Shareholders.

The Directors (including the Common Directors) recommend that Shareholders vote in favour of Resolution 1 as they are of the view that the issue of 18.75 million Shares to MEC Resources is appropriate consideration for the Advent Energy Transaction. The Board considers the acquisition of the interest in Advent Energy to be a strategic investment which provides the Company with excellent exposure to a resources project at an exciting stage of development and to enable Shareholders to reduce investment risk in their shareholding whilst retaining their interest in the Company’s core activities and investments.

2. ENQUIRIES

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

GLOSSARY

$ means Australian dollars.

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

Advent Energy Shares means 3 million fully paid, ordinary shares in the capital of Advent Energy to be transferred to the Company, as discussed in Section 1.1 of the Explanatory Statement.

Advent Energy Transaction means the transaction involving Advent Energy discussed in Section 1.1 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 ASX Limited, as the context requires.

ASX Listing Rules means the official Listing Rules of ASX.

Board means the current board of directors of the Company.

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.

Company means BPH Corporate Ltd (ACN 095 912 002).

Consideration Shares means the 18.75 million Shares to be issued to MEC Resources, as discussed in Section 1.1 of the Explanatory Statement.

Constitution means the Company’s constitution.

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the current directors of the Company.

Entitlement means a Shareholders entitlement to the Shares offered under the Entitlement Issue.

Entitlement Issue means the August 2010 non-renounceable entitlement issue of one (1) Share for every two (2) Shares held by Shareholders at an issue price of $0.08 per Share to raise approximately $8,278,170.

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

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

MEC Resources means MEC Resources Ltd (ACN 113 900 020).

Minimum Acceptance occurs if the Entitlement Issue is only underwritten to the extent of MEC Resources’ sub-underwriting commitment of 40 million Shortfall Shares and no Shareholders (other than MEC Resources) take up their Entitlement.

Notice of Meeting or Notice of General Meeting means this notice of general meeting including the Explanatory Statement.

Resolution means the resolution set out in the Notice of Meeting.

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

Shareholder means a holder of a Share.

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

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

SCHEDULE – POTENTIAL VOTING POWER OF MEC RESOURCES LTD IN BPH CORPORATE LTD AS A RESULT OF THE ADVENT ENERGY TRANSACTION*

Column 1	Column 2 Column3 Column 4 Column5 Column6 Column7	Column8 Column9
Shares held by MEC Resources prior to completion of the Entitlement Issue	Shortfall Shares sub-underwritten by MEC Resources Shares held by MEC Resources on completion of the Entitlement Issue Shares on issue on completion of the Entitlement Issue* Voting power of MEC Resources on completion of the Entitlement Issue* Shares issued pursuant to the Advent Energy Transaction Shares held by MEC Resources on completion of the Entitlement Issue AND on issue of Shares pursuant to the Advent Energy Transaction**	Shares on issue on completion of the Entitlement Issue AND on issue of Shares pursuant to the Advent Energy Transaction Voting power of MEC Resources on* completion of the Entitlement Issue AND on issue of Shares pursuant to the Advent Energy Transaction***
23,303,379	0 34,955,069 310,431,369 11.26% 18,750,000 53,705,069	329,181,369 16.31%
	20 million 54,955,069 310,431,369 17.70% 18,750,000 73,705,069	329,181,369 22.39%
	40 million 74,955,069 310,431,369 24.15% 18,750,000 93,705,069	329,181,369 28.47%

Notes:

Refer to the assumptions underlying the information disclosed in this Schedule, as set out in Section 1.4 of the Notice of Meeting.

** MEC Resources intends to take up its full Entitlement (being equal to 11,651,690 Shares.

*** If the Entitlement Issue is only underwritten to the extent of MEC Resources’ sub-underwriting commitment of 40 million Shortfall Shares (i.e. because Grandbridge Securities has been unable to procure applications for the Shortfall), and no Shareholders (other than MEC Resources) take up their Entitlement ( Minimum Acceptance ), then there will be a maximum of 258,605,936 Shares on issues on completion of the Entitlement Issue. In that scenario, MEC Resources would hold 74,955,069 Shares on completion of the Entitlement Issue, with a voting power of approximately 28.98%. Accordingly, MEC Resources’ voting power on completion of the Entitlement Issue and on issue of Shares pursuant to the Advent Energy Transaction would be equal to approximately 33.79% (a maximum increase in 4.81%) as a result of the Advent Energy Transaction.

PROXY FORM

APPOINTMENT OF PROXY BPH CORPORATE LTD ACN 095 912 002

GENERAL MEETING

I/We of

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being a member of BPH Corporate Ltd entitled to attend and vote at the General Meeting, hereby

Appoint

Name of proxy

OR the Chair of the General Meeting as your proxy

or failing the person so named or, if no person is named, the Chair of the General 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 General Meeting to be held at 10:00 am (WST), on Monday 4 October 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.

OR

Voting on Business of the General Meeting

FOR AGAINST ABSTAIN

Resolution 1 – Acquisition of a Substantial Asset from a Substantial Holder and Increase in Relevant Interest

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

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

Contact Name: _____ Contact Ph (daytime): _________

BPH CORPORATE LTD ACN 095 912 002

Instructions for Completing ‘Appointment of Proxy’ Form

( 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.

( 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 should 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 General Meeting in person if they wish. Where a member completes and lodges a valid Proxy Form and attends the General Meeting in person, then the proxy’s authority to speak and vote for that member is suspended while the member is present at the General Meeting.
( Return of Proxy Form ): To vote by proxy, please complete and sign the enclosed Proxy Form and return by:
(a) post to BPH Corporate Ltd, 14 View Street, North Perth, Western Australia, 6006; or
(b) facsimile to the Company on facsimile number +61 8 9328 8733; or
(c) email to the Company at [email protected],

so that it is received not later than 10:00 am (WST) on Friday 1 October 2010.

Proxy forms received later than this time will be invalid.

ANNEXURE – INDEPENDENT EXPERT’S REPORT

BPH Corporate Limited Independent Expert’s Report Page 1

11 August 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 acquisition of a relevant interest in the Company in excess of 20% by MEC Resources Ltd (‘MEC’) as a result of the proposed issue to MEC, subject to Shareholder approval, of 18.75 million Shares in the Company in consideration for the acquisition of 3 million ordinary fully paid shares in the capital of Advent Energy Limited from MEC (“the Proposed Transaction”) which under Section 611(7) of the Corporations Act 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 27 September 2010.

Resolution 1 seeks shareholder approval of the following ordinary resolution:

“That, for the purposes of Listing Rule 10.1 and Sections 606 and 611 Item 7 of the Corporations Act, and for all other purposes, Shareholders approve:

(a) the acquisition by the Company from MEC Resources (a substantial holder of Shares in the Company) of 3 million Advent Energy Shares;
(b) the issue to MEC Resources of 18.75 million fully paid ordinary Shares in the capital of the Company in consideration for the acquisition of the Advent Energy Shares; and
(c) the subsequent increase in MEC Resources’ voting power in the Company from a starting point above 20% (assuming a minimum Shortfall under the Entitlement Issue of 27.125 million Shares) and below 90%,

on the terms and conditions set out in the Explanatory Statement.”

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BPH Corporate Limited Independent Expert’s Report Page 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 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.

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 27 September 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.

BPH Corporate Limited Independent Expert’s Report Page 3

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:

Summary of the Proposed Transaction
Purpose of the Report
Basis of the Assessment
Valuation of BPH Corporate Limited Shares Pre Proposed Transaction
Valuation of BPH Corporate Limited Shares Post Proposed Transaction
Assessment as to Fairness and Reasonableness
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 4

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

Complaints

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.
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

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.
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

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

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.
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

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.
Neither MGICF nor its directors and officers receives any commissions or other benefits, except for the fees for services referred to above.
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.
We do not pay commissions or provide other benefits to other parties for referring prospective clients to us.
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.
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

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

QUALIFICATIONS, DECLARATIONS AND CONSENTS Qualifications

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.
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

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

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 $22,500 + GST will be received. Such fee will be payable regardless of whether or not shareholders approve the Proposed Transaction.

Indemnification

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

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 5

3. SUMMARY OF THE PROPOSED TRANSACTION

3.1 Background to the transaction

BPH has entered into an agreement with MEC to acquire, subject to Shareholder approval, 3 million of ordinary fully paid shares in the capital of Advent Energy Limited (‘Advent’) from MEC, in consideration for the issue of 18,750,000 Shares in BPH to MEC (‘Advent Energy Transaction’).

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.

On 11 September 2009 BPH announced to ASX its intention, subject to the receipt of all necessary Shareholder, regulatory and ASX approvals, to exercise an exclusive option to acquire between 9.7% and 19.4% of Advent. On 24 December 2009 the Company received Shareholder approval at the General Meeting held thereon to exercise its exclusive option to perform the transaction described above. In January 2010 BPH initiated this option by making an initial investment of $7 million. A further investment of $5.8 million was made in April 2010 increasing their holding to $12.8 million.

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

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%).

The Proposed transaction, if approved, will increase BPH’s holding in Advent to 19.55%. In addition, MEC will increase its holding in BPH to up to 28.47% (based on certain assumptions, as referred to in this Report).

MEC is a company listed on ASX (ASX: MMR) which invests into exploration companies targeting potentially large energy and mineral resources. The Company has been registered by the Australian Federal Government as a Pooled Development Fund enabling most MEC shareholders to receive tax free capital gains on their shares and tax free dividends.

BPH Corporate Limited Independent Expert’s Report Page 6

4. PURPOSE OF THE REPORT

Sections 606(1) of the Corporations Act provides that a person must not acquire a relevant interest in issued voting shares in a listed company if the person acquiring the interest does so through a transaction in relation to securities entered into by or on behalf of the person and because of the transaction, that person’s or someone else’s voting power in the company increases:

a) from 20% or below to more than 20%; or
b) from a starting point above 20% and below 90%.

Section 611 of the Corporations Act provides that certain acquisitions of relevant interests in a company’s voting shares are exempt from the prohibition in Section 606(1) above, including acquisitions approved previously by a resolution passed at a general meeting of the company in which the acquisition is made (Section 611, Item 7).

ASX Listing Rule 10.1 also 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).

At the date of this Report, MEC holds a relevant interest in 23,303,379 shares in Company, equating to an interest of 11.26% in the Company. As a result of the Company’s nonrenounceable Entitlements Issue lodged with ASIC and ASX on 30 July 2010, MEC is entitled to subscribe for up to 11,651,690 shares in the company, together with up to 40,000,000 shares pursuant to a conditional sub-underwriting agreement which together could increase MEC’s interest to approximately 24.15% prior to the Proposed Transaction.

Section 611 (item 10) and Section 611 (item 13) of the Corporations Act provide exemptions for the requirement for Shareholder approval for MEC to acquire a relevant interest in BPH in excess of 20% in these circumstances. However if the Proposed Transaction is approved by Shareholders at the General Meeting, MEC Resources’ relevant interest in the Company will increase from approximately 24.15% to approximately 28.47% - and, in certain limited circumstances, to 33.79% (comprising a maximum of 93,705,069 shares) and this increase does require shareholder approval. This is referred to in greater detail in the Explanatory Statement which forms part of the attached 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 3 million Advent shares the subject of the Proposed Transaction have an estimated value of $1.5m which is in excess of 5% of the Company’s equity interests on a consolidated basis based on the Company’s reviewed Balance Sheet to 31 December 2009. As a result, the Company is seeking shareholder approval for the purposes of ASX Listing Rules 10.1 and 10.2.

BPH Corporate Limited Independent Expert’s Report Page 7

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 8

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 assetbased 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 2009 Financial Report lodged with ASX on 30 September 2009 (“2009 Financial Report”), and BPH’s draft unaudited 2010 Financial Report for the year ended 30 June 2010 (“2010 Financial Report”). In particular, we note the following disclosures in the unaudited 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 granted BPH Corporate an exclusive option to purchase up to $14 million in shares in the capital of Advent. BPH initiated this option in January 2010 by making an initial investment of $7 million. A further investment of $5.8 million was made in April 2010 increasing their holding to $12.8 million.

BPH Corporate Limited Independent Expert’s Report Page 9

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.
We note that all unlisted investments are reflected at cost, as the fair value of unlisted availablefor-sale financial assets cannot be reliably measured as variability in the range of reasonable fair value estimates is significant. Unlisted available-for-sale financial assets exist within active markets and could be disposed of if required.

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

The conditional share sale agreement in respect of the Advent Energy Transaction was signed in July 2010.
On 30 July 2010 the Company issued an Entitlements Issue Prospectus for a non-renounceable entitlement issue of 1 share for every 2 shares held by Shareholders registered at an issue price of $0.08 per Share to raise approximately $8,278,170. If the Prospectus is fully subscribed, the number of shares on issue by the Company will increase by 103,477,123. Under the terms of a sub-underwriting agreement, MEC has conditionally agreed to sub-underwrite up to a maximum of 40 million shares. The closing date for the Prospectus is 31 August 2010.

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.

BPH Corporate Limited Independent Expert’s Report Page 10

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 June 2010 with no further adjustments. 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 adjusted unaudited 30 June 2010 Balance Sheet, this has resulted in a net asset backing per share of 7.58 cents pre Proposed Transaction, as calculated below:

6.3.1 BPH CORPORATE LIMITED

Balance Sheets	Unaudited 30 June 2010 $
Current Assets Cash and Cash Equivalents Trade and Other Receivables Financial Assets Other Current Assets Total Current Assets Non-Current Assets Financial Assets Investments (Equity Method) Intangible Assets Property, Plant & Equipment Total Non-Current Assets Total Assets Current Liabilities Trade and Other Payables Financial Liabilities Short Term Provisions Total Current Liabilities Non-Current Liabilities Long Term Provisions Total Non-Current Liabilities Total Liabilities Net Assets Total number of Shares on issue Net asset backing per share (undiluted)	1,855,820 89,636 183,432 15,945
	2,144,833
	12,848,949 1,568,790 72,454 2,190
	14,492,383
	16,637,216
	572,227 354,106 12,438
	938,771
	1,243
	1,243
	940,014
	15,697,202
	206,954,246 7.58 cents

BPH Corporate Limited Independent Expert’s Report Page 11

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 206,954,246 fully paid ordinary Shares. Movements in BPH's share capital since 31 December 2009 are provided in the table below. The values below are net of share issue costs.

	Number of Shares	Note	$
Balance as at 31 December 2009	191,964,042	Fully paid ordinary Shares	20,551,845
Issued 6 January 2010	14,966,204	Placement funds raised	1,870,775
Issued 18 February 2010	8,000	Conversion of quoted options	1,600
Issued 28 May 2010	16,000	Conversion of quoted options	3,200
As at the date of this Report	206,954,246		22,427,420

On 30 July 2010 the Company issued an Entitlement Issue Prospectus for a non-renounceable entitlements issue of 1 share for every 2 shares held by Shareholders registered at an issue price of $0.08 per Share to raise approximately $8,278,170. If the Prospectus is fully subscribed, the number of shares on issue by the Company will increase by 103,477,123 to 310,431,369 shares.

6.4.2 OPTIONS

At the date of this Report, there are 13,700,000 Options on issue. Movements in BPH's Options since 31 December 2009 are provided in the table below.

	Number of Options	Note	$
Balance as at 31 December 2009	140,477,029		378,518
Issued 6 January 2010	14,966,204	Issued pursuant to placement funds raised	-
Cancelled during January 2010	(500,000)	Employee options cancelled due to resignation prior to vesting date	12,538
Converted 18 February 2010	(8,000)	Conversion of quoted options	-
Expiry during February 2010	(1,500,000)	Expiry of quoted options	-
Converted 28 May 2010	(16,000)	Conversion of quoted options	-
Expired 31 May 2010	(110,924,534)	Expiry of quoted options	-
As at the date of this Report	13,700,000		391,056

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

BPH Corporate Limited Independent Expert’s Report Page 12

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 January 2010:

Month	High	Low	Total Monthly Volume
August 2010 (until 6th) July 2010 June 2010 May 2010 April 2010 March 2010 February 2010 January 2010	0.09 0.12 0.08 0.08 0.09 0.09 0.08 0.11	0.08 0.07 0.06 0.08 0.07 0.07 0.06 0.07	11,708,100 40,563,000 6,892.700 6,027,900 12,610,700 6,507,000 4,646,200 12,582,900

Source: Yahoo Finance

In the past 7 months the Company’s share price has fluctuated from an initial high of 11 cents (rounded) in the first week of January 2010 to a low of 6 cents (rounded) in late February 2010 and again in late May 2010 and 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 within a relatively narrow range of between 7 to 9 cents during the remainder of the past 7 months. Note the volume for the month of August to date (6[th] ) comprises only 5 trading days.

The Company’s share price gradually decreased from 11 cents to approximately 8 to 9 cents following the Company’s announcements on 6[th] and 7[th] January regarding BPH’s initiating its investment option with Advent and regarding the allocation of placement shares and options under the second offer of the Company’s prevailing prospectus.

BPH Corporate Limited Independent Expert’s Report Page 13

In late July 2010 the Company’s share price increased again to 12 cents following increased national media coverage.

Trading volumes have ranged from zero on to over 7.8 million shares per day, with an average of 676,923 in the past 7 months. 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 December 2009:

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Source: asx.com.au

6.4.4 SCHEDULE OF RECENT ASX ANNOUNCEMENTS

Recent announcements since the lodgement of key announcements in January 2010 are summarised below:

Date ASX Announcement 4/08/2010 Response to ASX Appendix 3Y Query 3/08/2010 Ceasing to be a substantial holder 3/08/2010 Amended Appendix 3Y 30/07/2010 Notice Security Holders 30/07/2010 Disclosure Document 30/07/2010 Non-Renounceable Entitlement Issue 30/07/2010 Change of Director`s Interest Notice 26/07/2010 BPH To Engage in Melanoma Drug Discovery Program 23/07/2010 Cortical Dynamics Paper Published in Anaesthesiology Journal 19/07/2010 MMR: PEP 11 Site Survey Report 19/07/2010 Response to ASX Price and Volume Query

BPH Corporate Limited Independent Expert’s Report Page 14

Date	ASX Announcement(continued)
12/07/2010	Appendix 4C - quarterly
09/07/2010	Cortical Dynamics Australian Patent Granted
05/07/2010	GBA/Advent Energy/MMR Additional Information to Earlier Release
05/07/2010	BPH Investee Advent Energy - Resource Estimate Update
02/07/2010	Becoming a substantial holder
28/06/2010	HLS5 Operational Update
17/06/2010	BUY: PEP 11 Drilling Preparation Update
15/06/2010	Expiry of Quoted Options - Updated Capital Structure
12/05/2010	BPH Corporate Investee Advent Energy - Technical Update
12/05/2010	Cortical Dynamics Ltd Completes Functionality Trial
4/05/2010	BPH Corporate Ltd - 2010 BIO International Convention
3/05/2010	Cortical Dynamics Poster Presentation at ANZCA
20/04/2010	MMR: Advent Energy Contracts Drilling Rig for PEP11 Off. NSW
20/04/2010	Advent Energy Contracts Drilling Rig for PEP11 Offshore NSW (2)
16/04/2010	Trading Halt
14/04/2010	Appendix 4C - quarterly
12/04/2010	Advent Energy Funding Update
7/04/2010	Advent Energy - Operations Update
7/04/2010	Advent Energy Limited Investment Update
7/04/2010	MMR: Advent Energy Limited Funding Update
22/03/2010	Novel Anti-Microtubule Cancer Therapeutics Update
19/03/2010	BPH Presentation
17/03/2010	Response to ASX Price and Volume Query
17/03/2010	Advent Energy Site Survey
10/03/2010	Results of Meeting
2/03/2010	Cortical Dynamics to Present to ANZCA
26/02/2010	MEC Development PEP 11 Drilling
18/02/2010	Appendix 3B
18/02/2010	Half Yearly Report and Accounts
9/02/2010	Notice of General Meeting/Proxy Form
1/02/2010	Advent Energy Limited - PEP 11 Update
15/01/2010	Results of Annual General Meeting
15/01/2010	Appendix 4C - quarterly
8/01/2010	Amended Appendix 3B
7/01/2010	Change in substantial holding
7/01/2010	Allocation of Placement Shares and Options/Top Twenty
6/01/2010	BPH Initiates Investment Option with Advent Energy
6/01/2010	BPH Initiates Investment Option with Advent Energy

BPH Corporate Limited Independent Expert’s Report Page 15

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; BPH’s engagement in Melanoma Discovery Program and the recent announcement of the nonrenounceable 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

The key components of the Proposed Transaction are as follows:

BPH has entered into an agreement with MEC to acquire, subject to Shareholder approval, 3 million ordinary fully paid shares in the capital of Advent Energy Limited (‘Advent’) from MEC, in consideration for the issue of 18,750,000 Shares in BPH to MEC.

The above transaction is subject to the ASX Listing Rules and Corporations Act compliance.

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 June 2010 as referred to in Section 6.3.1 of this Report, as further adjusted for the investment in Advent. 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

The Proposed Transaction does involve the payment of cash and hence this is materially unaffected as a result of the Proposed Transaction.

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 7.62 cents post Proposed Transaction, as calculated below:

BPH Corporate Limited Independent Expert’s Report Page 16

7.2.1 Adjusted Balance Sheet as at 30 June 2010 Post Proposed Transaction

	Assets Current Assets Cash Trade Receivables Financial Assets Other current assets Total Current Assets Non Current Assets Financial Assets Investment in Associated Company Intangibles PPE Total Non Current Assets Total Assets Liabilities Current Liabilities Payables Financial Liabilities Provisions Total Current Liabilities Non Current Liabilities Provisions Total Non-Current Liabilities Total Liabilities Net Assets Equity Share Capital Option reserve Retained Earnings Minority Equity Interest Total Equity	Unaudited 30.06.10 $ 1,855,820 89,636 183,432 15,945 2,144,833 12,848,949 1,568,790 72,454 2,190 14,492,383 16,637,216 572,227 354,106 12,438 938,771 1,243 1,243 940,014 15,697,202 22,427,420 391,056 (7,114,327) (6,947) 15,697,202	Adjusted Post Proposed Transaction Notes $ 1,855,820 (ii) 89,636 183,432 15,945 2,144,833 14,348,949 (a) 1,568,790 (iii) 72,454 (iii) 2,190 15,992,383 18,137,216 572,227 354,106 12,438 938,771 1,243 1,243 940,014 17,197,202 23,927,420 (iv) 391,056 (7,114,327) (6,947) 17,197,202
	Shares on issue NetAssetBacking pershare (undiluted)	206,954,246 0.0758	225,704,246 (iv) 0.0762 (d)

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 17

Notes and Assumptions

(i) The adjusted Balance Sheet comprises the unaudited consolidated balance sheet at 30 June 2010, as adjusted for completion of the Proposed Transaction. No adjustment has been made in respect of the entitlement issue announced on 30 July 2010.

	respect of the entitlement issue announced on 30 July 2010.
(ii)	The Post transaction cash balance comprises:	$
	Consolidated Cash Balance as at 30 June 2010	1,855,820
		---------------
	There are no material adjustments to cash as a result of the
	Proposed Transaction. The above balance does not include any
	amounts raised pursuant to the entitlements prospectus.

(iii) We have assumed that no impairment adjustments are necessary. We note that the Company had not lodged its audited 2010 Annual Report at the time of preparing this Report.
(iv) The total number of Shares on issue at completion of the Proposed Transaction is set out below.

Transaction is set out below.
	Number of Shares issued
Existing Shares on issue_pre_Proposed Transaction	206,954,246
As approved by Resolution 1	18,750,000
	----------------
Total forecast number of Shares on issue
_Post_Proposed Transaction1	225,704,246
	----------------

1 Excluding shares to be issued pursuant to the entitlements issue expected to be allotted on 6 September 2010.

7.2.2 Estimated value of Advent consideration

As referred to in Section 3 above, the consideration for the Proposed Transaction comprises 3 million shares in Advent at a deemed issue price of 50 cents 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 draft unaudited Balance Sheet at 30 June 2010, its current projects, the Balance Sheet of its holding company, MEC Resources Ltd (ASX Code: MMR) (“MEC”), recent announcements made by MEC, together with the funding agreement with Talbot Group Investments. These are addressed in Sections 7.2.3 to 7.2.5 below.

7.2.3 Background to Advent and its Projects

Included below is information on Advent and its projects, based on information extracted from MEC’s draft unaudited financial statements, information received from MEC, together with relevant ASX announcements.

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 MEC for an equity consideration in Advent. On 12 April 2010 Advent announced it had received $7 million funding from Talbot Group Investments pursuant to its funding agreement and on 7 April 2010 it received a further $5.8 million equity investment from BPH (representing a total of $12.8 million funding from BPH to date), pursuant to the exclusive option agreement granted to BPH on 29 September 2009 which provides for an investment of up to $14 million at 50 cents per share.

BPH Corporate Limited Independent Expert’s Report Page 18

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.

Covered by PEP 11, a 200km long, 8,250km[2] permit, the Offshore Sydney Basin is a significant exploration area with large scale structuring and potentially multi-Tcf gas Permo-Triassic reservoirs.

Independent confirmation of a thermogenic hydrocarbon source in the offshore Sydney Basin was revealed at the Petroleum Exploration Society of Australia’s (PESA) Eastern Australasian Basins Symposium in 2008. The confirmation of this type of hydrocarbon gas seepage is a significant development for Advent, as active seeps of the nature reported are considered by experts in this field to occur in basins now actively generating hydrocarbons and/or that contain excellent migration pathways.

The prospectivity of this proven 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 an ongoing review of its exploration data for the PEP11 project, Advent has interpreted significant new seismically indicated gas features.

Key indicators of hydrocarbon accumulation features have been interpreted from the ongoing review of the 2004 seismic data. The seismic features include apparent Hydrocarbon Related Diagenetic Zones (HRDZ), Amplitude Versus Offset (AVO) anomalies and potential flat spots.

Seismic features have been independently validated and revealed through collaboration with the CSIRO in Perth, Western Australia, and with Mr Timothy Berge, a consultant geophysicist whom has published widely in this area and possesses extensive international experience with multinational oil companies.

In additional prospectivity studies of PEP11, Advent has recently interpreted significant new prospective multi-Tcf stratigraphic plays. The Fish and Baleen Prospects and other leads reside in deeper, structural Permo-Triassic targets associated with the Offshore Uplift. Further examination of features in the Cainozoic sediment wedge overlying the Permo-Triassic sediments along the Sydney Basin continental shelf has demonstrated “soft” high amplitude anomalies (reverse polarity to the water bottom reflector) that are observed along sequential seismic lines continuously over considerable (>60 km) lateral NE-SW extent.

Advent has recently advised that independent reviews of recently reprocessed seismic data have increased the prospective recoverable gas resource estimates in PEP11 to 13.2 Tcf (at the P50 or ‘best estimate’ level).

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 5,000,000 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 (ABARE) and the Australian Petroleum Production and Exploration Association (APPEA) state that those sources may not be able to meet the demand for gas in the medium to longer term.

BPH Corporate Limited Independent Expert’s Report Page 19

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

On 6 August 2010 MEC Resources Ltd provided a further update to clarify drilling preparations for PEP 11 offshore Sydney Basin, New South Wales, as below:

MEC’s investee company Advent Energy Limited (“Advent”) has advised that its preparations for drilling within PEP11 are still running to the schedule announced to the ASX on 27 July 2010.

The semi submersible rig Ocean Patriot has been contracted by Advent to drill an exploration well in PEP11, and is anticipated to be available to commence drilling in the fourth quarter 2010.

The Ocean Patriot is due to drill two wells in Bass Strait, offshore Victoria for another major operator commencing in August. The exact timing of that two well program is to be determined and it is currently anticipated that the rig will be on that program until mid October, 2010.

Advent will ensure that they fully comply with all environmental and regulatory requirements in connection with the proposed off-shore drilling program in PEP11.

Site surveys were completed over 4 locations under appropriate permits issued by relevant governmental authorities earlier this year. Site surveys are an essential pre requisite for selecting an offshore well location.

Advent is currently reviewing data received from its independent site survey contractor. The review is being carried out on data from the Marlin and Great White prospects site survey (approximately 55 km east of Newcastle). This work has indicated that the geological sequence immediately overlying the Permo-Triassic sedimentary sequence is “likely” to contain zones of gas.

This project will involve the first drill test to explore for natural gas off the coast of New South Wales and represents a major step for Advent and its farm in partner Bounty Oil and Gas.

Any commercial scale gas discovery will have the potential to generate jobs, economic growth and investment in the Newcastle/Central Coast region as well as deliver a much needed new source of clean energy for the State of New South Wales.

Commercial development of a gas discovery would also have the potential to make a contribution to Australia meeting its Kyoto protocol objectives through the supply of gas for a new generation of low carbon emission gas fired power stations in New South Wales.

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. The Department of Defence is considering a proposal to supply gas from the Rivoli Gas Field to its communications station located north of Exmouth, following completion of the independent Front End Engineering Design study during the final quarter of 2007. In the meantime, the Department of Defence continues to fund further work including the gathering of environmental information to ensure an early and comprehensive stakeholder engagement upon project sanction.

BPH Corporate Limited Independent Expert’s Report Page 20

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. 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 which could be advanced to commercial status with additional work, in particular the Garimala Gas Field which may have an areal extent of more than 10km[2] and could trap more than 25 Bcf OGIP. 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 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 square kilometres 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 received a report from Lan Nguyen (Tanvinh Resources Pty Ltd) during the period. Tanvinh Resources offers specialist consultancy services for tight gas projects. Upon investigation of well completion reports and drill stem testing data from the EP386 and RL1 wells, Tanvinh Resources has advised that there is strong evidence from the pressure data that there is considerable upside potential in the area if formation damage can be avoided. Advent is highly encouraged by this review that suggests commercial flow rates could be achieved from the existing gas accumulations and that stratigraphic traps are present associated with the existing discoveries which could provide additional upside potential to the hydrocarbon resources/reserves previously identified within EP386 and RL1.

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.

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.

BPH Corporate Limited Independent Expert’s Report Page 21

7.2.4 (Unaudited) 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 Capitalised exploration costs Financial assets Property, plant and equipment Total Non-Current Assets Total Assets Current Liabilities Trade and other payables Provisions Total Current Liabilities Non-Current Liabilities Other financial liabilities Total Non-Current Liabilities Total 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 2010 $ 2009 $ 2010 $ 2009 $
	16,815,665 935,965 16,815,491 935,604 1,272,958 52,117 1,255,390 52,017 1,116,346 - 1,137,236
	19,204,969 988,082 19,208,117 987,621
	22,674 22,674 22,674 22,674 4,218,307 1,626,589 3,537,531 945,812 484,375 628,128 1,144,437 1,288,187 4,093 170 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 2,637,370 249,036 102,298 81,844 102,298 81,844
	2,739,880 331,092 2,739,668 330,880
	411,322 2,111,022 349,470 2,067,566
	411,322 2,111,022 349,470 2,067,566
	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 22

As at 5 August 2010, MEC had an interest in 51.14% 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) - 19.06%[1]
Talbot Group Investments - 10.42%
Grandbridge Limited (ASX:GBA) - 8.75%.

1 This will increase to 19.55% if the Proposed Transaction is approved and upon Advent successfully completing its planned capital raising.

We note that Advent’s principal assets (other than Cash and Cash Equivalents) comprise Capitalised Exploration Costs 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 MEC Balance Sheet

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

comprises:
	$
Cash and cash equivalents	545,183
Trade and other receivables	36,766
Loans to Grandbridge Limited	124,853
Loans to Subsidiaries	46,002
Investment in BPH Corporate	1,584,630
Other Listed Shares	89,471
Capitalised Exploration Costs	62,365
Property, plant and equipment	1,070
Less Liabilities	(290,431)
	----------------
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] 77,978,589

1 Based on 118,149,377 shares on issue at 10 August 2010 at the last traded price of 66 cents.

BPH Corporate Limited Independent Expert’s Report Page 23

After deducting MEC’s other net assets of $2,199,909 (which are not understood to have changed materially since 30 June 2010), this gives rise to an effective current market value for its 51.14% investment in Advent (and its subsidiary) of $75,778,680. This extrapolates to a total market value for Advent of $148,178,882.

Recent share issues by Advent during the year to 30 June 2010 have been at the rate of 50 cents each and include two tranches of shares to BPH comprising a total of 12.8 million shares. Also, 14 million shares were issued to Talbot Group Holdings for a consideration of $7 million on 12 April 2010. In particular it is noted that these comprise recent arm’s length transactions.

In addition, in April 2010 a $3 million loan from Advent to MEC was converted into shares at the rate of 50 cents per share.

In our view this provides appropriate evidence that the carrying value of an investment of 19.06% rising to 19.55% in Advent does not require any impairment adjustment.

This is further supported by a review of MEC’s shares which since 1 December 2009 have traded in a range of between 30 cents and 69.5 cents, as shown in the table below.

MEC Recent Share Price History:

The chart below represents the movement in share price of MEC listed shares (ASX Code: MMR) since December 2009:

==> picture [317 x 218] 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 new 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 24

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 25

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.

BPH Corporate Limited Independent Expert’s Report Page 26

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

  - 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.
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
- o 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.

BPH Corporate Limited Independent Expert’s Report Page 27

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.
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

The USA’s Energy Information Administration’s (EIA) view of the world oil market is largely unchanged from last month’s Outlook . EIA expects world oil prices will rise slowly as world oil demand increases because of projected global economic growth, slower growth in non-OPEC oil supply, and continued production restraint by members of the Organization of the Petroleum Exporting Countries (OPEC). A gradual reduction in global oil inventories expected over the forecast period also should lend support to firming oil prices.

Global Crude Oil and Liquid Fuels Consumption

Projected world oil consumption increases by 1.6 million barrels per day (bbl/d) in 2010. Countries outside of the OECD, especially China, Saudi Arabia, and Brazil, represent most of the expected growth in world oil consumption. Among the OECD countries, only the United States is expected to show significant increases in oil consumption of about 0.15 million bbl/d in both 2010 and 2011. Projected global oil consumption grows by another 1.5 million bbl/d in 2011.

Non OPEC Supply

EIA’s non-OPEC oil supply forecast was raised by 100,000 bbl/d, with an expected 720,000 bbl/d growth in 2010 primarily from the United States, Brazil and Azerbaijan. Forecast non-OPEC production falls for only the third time over a 15 year period, with a 160,000 bbl/d decline in 2011 led by reduced production from Mexico and the North Sea.

OPEC Supply

EIA expects OPEC crude oil production to rise somewhat through 2011 to accommodate increasing world oil demand and to maintain OPEC market objectives. Projected total OPEC petroleum liquids production increases by 1.0 and 1.2 million bbl/d in 2010 and 2011, respectively, with non-crude petroleum liquids expected to increase by 0.6 million bbl/d in 2010 and by 0.7 million bbl/d in 2011. With the remaining OPEC supply reflecting an increase in crude oil production, OPEC surplus crude oil production capacity should remain about 5 million bbl/d, versus 4.3 million bbl/d in 2009 and 1.5 million in 2008.

BPH Corporate Limited Independent Expert’s Report Page 28

OECD Petroleum Inventories

Commercial oil inventories held by OECD countries stood at an estimated 2.75 billion barrels at the end of the second quarter of 2010, equivalent to about 61 days of forward cover, and about 92 million barrels more than the previous 5 year average for the corresponding time of year. OECD oil inventories are expected to be relatively flat through the forecast period, although daysforward-cover should remain high.

Crude Oil Prices

WTI crude oil spot prices averaged US$75.34 per barrel in June 2010 (US$1.60 per barrel above the prior month’s average), close to the US$76 per barrel projected in the forecast in EIA’s June outlook. EIA projects WTI prices will average about US$79 per barrel over the second half of this year and rise to US$84 by the end of next year.

WTI crude oil spot prices averaged US$76.32 per barrel in July 2010 or about US$1 per barrel above the prior month’s average, and close to the US$77 per barrel projected in last month’s Outlook . EIA projects WTI prices will average about US$80 per barrel over the second half of this year and rise to US$85 by the end of next year.

Source: Energy Information Administration - Short Term Energy Outlook released 10 August 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
7.58 cents		7.62 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.

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.

BPH Corporate Limited Independent Expert’s Report Page 29

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;
Additional capital has been invested both by Talbot Holdings under their Investment Agreement and by MEC through a conversion to equity, thereby mitigating BPH’s exposure;
As Advent is a subsidiary of MEC Resources, a company listed on ASX, details of Advent’s projects and progress have been included in MEC’s continuous disclosure obligations since MEC’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, MEC’s current buoyant share price (indicative of the market’s view of Advent, given it is MEC’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;
Advent’s key assets are potentially in a readily disposable form;
This further investment in Advent does not involve a capital raising. It is noted that BPH is undertaking a separate non–renounceable entitlement issue which if fully subscribed will raise an additional $8,278,170 before costs of the raising, of which some $3,750,000 has been provisionally earmarked to be loaned to Advent (pursuant to a recently completed secured loan agreement between BPH and Advent); 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 30

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. It is not expected that this would have a material effect on the Company’s strategic direction.

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 year ended 30 June 2010;
BPH’s half-yearly report for the half-year ended 31 December 2009;
MEC's draft unaudited financial statements for the year ended 30 June 2010;
MEC’s half-yearly report for the half-year ended 31 December 2009;
Advent’s draft unaudited financial statements for the year ended 30 June 2010;
Recent ASX announcements lodged by BPH;
Recent ASX announcements lodged by MEC;
Share price data for BPH and MEC;
Information in the public domain;
Discussions with Directors of BPH;
BPH’s Non-Renounceable Entitlements Issue lodged with ASIC and ASX on 30 July 2010; and
Draft Notice of Meeting and Explanatory Statement this Report will accompany.

BPH Corporate Limited Independent Expert’s Report Page 31

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.

AI assistant

BPH ENERGY LTD — Proxy Solicitation & Information Statement 2010

64555_rns_2010-09-02_838d0fdd-1fb0-488b-89fc-87e984a9526a.pdf

BPH CORPORATE LTD

ACN 095 912 002

NOTICE OF GENERAL MEETING

CONTENTS PAGE

TIME AND PLACE OF GENERAL MEETING AND HOW TO V OTE

VENUE

YOUR VOTE IS IMPORTANT

VOTING IN PERSON

VOTING BY PROXY

Proxy Forms received later than this time will be invalid.

N O T IC E OF G E N E R AL M E E TI N G

AGENDA

1. RESOLUTION 1 – ACQUISITION OF A SUBSTANTIAL ASSET FROM A SUBSTANTIAL HOLDER AND INCREASE IN RELEVANT INTEREST

DATED: 31 AUGUST 2010

E XPL A N A T O R Y S T A TE M E N T

1. RESOLUTION 1 – ACQUISITION OF A SUBSTANTIAL ASSET FROM A SUBSTANTIAL HOLDER AND INCREASE IN RELEVANT INTEREST

1.1 General

1.2 Information on Advent Energy

1.3 Listing Rule 10.1

1.4 Sections 606 and 611 of the Corporations Act

Section 611 Item 7 of the Corporations Act – Exemption from Section 606

Circumstances of MEC Resources Acquiring a Relevant Interest in Excess of 20%

Impact on the Company

Assumptions

Prescribed Information

(a) The identity of the allottee or purchaser and any person who will have a relevant interest in the Shares allotted:

(b) Full particulars (including the number and the percentage) of the Shares to which MEC Resources is or will be entitled immediately before and after the Advent Energy Transaction:

(c) Effect of MEC Resources’ relevant interest on voting power:

(d) A statement of MEC Resources’ intentions regarding the future of the Company if Shareholders agree to the allotment:

Independent Expert’s Report

Directors’ Recommendation

2. ENQUIRIES

GLOSSARY

SCHEDULE – POTENTIAL VOTING POWER OF MEC RESOURCES LTD IN BPH CORPORATE LTD AS A RESULT OF THE ADVENT ENERGY TRANSACTION*

Notes:

PROXY FORM

APPOINTMENT OF PROXY BPH CORPORATE LTD ACN 095 912 002

GENERAL MEETING

OR

Voting on Business of the General Meeting

BPH CORPORATE LTD ACN 095 912 002

Instructions for Completing ‘Appointment of Proxy’ Form

3.

( Signing Instructions ):

Proxy forms received later than this time will be invalid.

11 August 2010

PRIVATE & CONFIDENTIAL

Dear Sirs/Madam

INDEPENDENT EXPERT REPORT

1. INTRODUCTION

2. SUMMARY OF OPINION

Yours sincerely MGI PERTH CORPORATE FINANCE PTY LTD

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

Complaints

Financial Services Guide

Financial services we are licensed to provide

General Financial Product advice

Fees, commissions and other benefits we may receive

Contact details

QUALIFICATIONS, DECLARATIONS AND CONSENTS Qualifications

Declarations

Interest

Indemnification

Consents

4. PURPOSE OF THE REPORT

5. BASIS OF THE ASSESSMENT

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

6.1. VALUATION OVERVIEW

6.2 VALUATION APPROACH

6.3 VALUE OF BPH’S SHARES PRE PROPOSED TRANSACTION

6.3.1 BPH CORPORATE LIMITED

6.4 ISSUED CAPITAL AND SHARE TRANSACTIONS

6.4.1 ISSUED CAPITAL

6.4.2 OPTIONS

6.4.3 SHARE TRADING

6.4.4 SCHEDULE OF RECENT ASX ANNOUNCEMENTS

6.4.5 MARKET VALUE

BPH ENERGY LTD Proxy Solicitation & Information Statement 2010