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BPH ENERGY LTD Proxy Solicitation & Information Statement 2017

Mar 16, 2017

64555_rns_2017-03-16_81fe1f14-a04c-4a79-ba82-835ac8e1bc21.pdf

Proxy Solicitation & Information Statement

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Companies Announcement Office ASX Limited Exchange Centre Level 4, 20 Bridge Street Sydney, NSW 2000

Dear Sir/Madam

Please find below a relodgement of letter to shareholders on company letterhead regarding notice to shareholders of general meeting. No changes have been made to the document.

14 March 2017

[Shareholder Name] [Shareholder Address]

Dear Shareholder

MEETING OF SHAREHOLDERS

As announced on 23 February 2017, BPH Energy Ltd ACN 095 912 002 ( Company , ASX: BPH) had received a notice from MEC Resources Ltd ACN 113 900 020 ( MEC ) and others to requisition a general meeting of the Company under section 249D of the Corporations Act ( Requisitioned Meeting ) to remove your Directors and to appoint new directors.

Details of the Requisitioned Meeting are outlined in the enclosed Notice of Meeting.

Having given due consideration to the proposed resolutions

requisitioned by MEC and others, your Board STRONGLY recommends that you vote AGAINST all resolutions.

Despite difficult market conditions, your Board has achieved some notable milestones:

Successful Capital Raise via Rights Issue

The Rights Issue announced on 23 December 2016 closed on 1 March 2017.

Your Board was pleased with the take up from shareholders, which showed a strong endorsement of the strategies adopted by your Board:

  • Applications were received for 138,264,843 shares.

  • Net funds received were $821,468 including $250,183 for applications to participate in the shortfall.

The Company has previously announced its intention to apply these funds to its investments including exploration into oil and gas. This fund raising together with cash at bank puts the company into a strong position to pursue these objectives.

Investee company success

BPH Energy Limited ACN 95 912 002 PO Box 317, North Perth, Western Australia 6906

14 View Street, North Perth, Western Australia 6006 [email protected] www.bphenergy.com.au

T: +61 8 9328 8366 F: +61 8 9328 8733

In November 2016 BPH investee Cortical Dynamics was announced as the winner of the Australian Technologies competition, Advanced Manufacturing category and runner up from 130 companies in the Australian Technology Company of the Year award. Cortical was also invited by Austrade to attend and present at the Austrade Medtech Innovation Showcase 2016 held in Korea in September. The showcase was for Australia’s key industry experts and innovative Medtech companies. This initiative has also opened up further distribution possibilities in Hong Kong, Japan and Taiwan. In Feb 2017 the European Patent Office granted Cortical a further patent titled, ‘Brain function monitoring and display system’ for the BAR monitoring system. Europe has been estimated to hold over one third of the worldwide EEF/EMG/brain function monitoring market. Cortical has developed an extensive patent portfolio encapsulating the BAR monitoring system with a total of twenty two patents granted throughout Europe, Australia, the United States, Japan and China. Having achieved TGA certification and the CE Mark, Cortical is now able to market the BAR monitor within Australia and Europe (one of the world’s largest EEG brain function monitoring equipment markets). The global brain monitoring market is valued in excess of $1 billion . Challenges presented by MEC Resources Ltd

As shareholders may be aware, myself and Grandbridge Limited had requisitioned 2 meetings of MEC to seek the appointment of new directors and the removal of the existing directors. I have and continue to have grave concerns relating to the past and present conduct of the current directors of MEC and their ability to deliver any outcome for MEC shareholders in relation to our mutual investee entity, Advent Energy Limited ( Advent ). I was unsuccessful in seeking the appointment of new Directors to MEC, and I then withdrew the requisition for the second meeting due to issues with the proxy form prepared by MEC. MEC decided to hold that meeting however the result from that meeting is irrelevant. A new meeting of shareholders of MEC will be called by me, my clear goal being to remove the existing Board, to appoint new Directors and to ensure that the assets of MEC, including Advent are protected. This is in your interests given the significant asset represented by the Advent investment. MEC have made many allegations against me, and have circulated much inaccurate information. Notwithstanding this, I will continue to fight for your interests. The fact that MEC has given a notice to requisition a meeting of your Company is quite plainly a “payback” for the requisition of the MEC meeting. It should also be noted that 2 of the nominees to the Board are close associates of the current Chairman of MEC, Goh Hock. Voting I believe your current Board is best suited to continue acting in the best interests of the Company shareholders and will, in respect to our own shareholdings, be voting AGAINST the resolutions proposed by the Requisitioning Members.

Voting information: The Requisitioned Meeting will be held at 10.00am WST on 21 April 2017 at 14 View Street, North Perth WA 6006. Further information is set out in the Notice of Meeting.

In conclusion, I believe our Company has never been in better shape, with excellent investments and a strong cash balance to execute a simple and well defined growth strategy for the benefit of all shareholders. The Company exists for the interests of its shareholders, and so we urge our shareholders to vote at the Requisitioned Meeting, either in person or by proxy in accordance with the instructions set out in the enclosed Notice of Meeting.

PLEASE NOTE, THE CHAIRMAN OF THE MEETING INTENDS TO VOTE ALL UNDIRECTED PROXIES AGAINST RESOLUTIONS 1-7.

We look forward to continuing to diligently advance the interests of the Company in the interim. Yours sincerely

David Breeze Chairman