HEALTH TECHNOLOGY RESOURCES
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TABLE OF
CONTEN TS
BPH ENERGY LIMITED
AND IT’S CONTROLLED ENTITIES
Chairman’s Letter
Company Focus
and Development
Review of Operations
1-2
3-5
6-9
COMPANY INFORMATION
Directors
David Breeze – Chairman/Managing Director
Charles Maling – Non Executive Director
Anthony Huston - Non Executive Director
Directors’ Report
10-17
Auditor’s Independence
Declaration
Corporate Governance
Statement
Consolidated Statement
of Profit or Loss and Other
Comprehensive Income
Consolidated Statement
of Financial Position
Consolidated Statement
of Changes in Equity
Consolidated Statement
of Cash Flows
18
19
20
21
22
23
Notes to the Consolidated
Financial Statements
24-58
Directors’ Declaration
Independent Auditor’s
Report
Additional Securities
Exchange Information
59
60-63
64-65
Scientific Advisors
Professor David Liley
Registered Office
14 View Street, NORTH PERTH WA 6006
Principal Business Address
14 View Street, NORTH PERTH WA 6006
Telephone: (08) 9328 8366
Facsimile: (08) 9328 8733
Website: www.bphenergy.com.au
E-mail: admin@bphenergy.com.au
Auditor
HLB Mann Judd
Level 4
130 Stirling Street
PERTH WA 6000
Share Registry
Advanced Share Registry Limited
110 Stirling Highway
NEDLANDS WA 6009
Australian Securities
Exchange Listing
ASX Limited
(Home Exchange: Perth, Western Australia)
ASX Code: BPH
Australian Business Number
41 095 912 002
Photographis and images used throughout this report do
not depict assets of the company unless expressly indicated.
CHAI RMAN’S
LETTE R
Dear Shareholder
BPH Energy (BPH or Company) is the second largest shareholder in Advent Energy Ltd (Advent) with a direct
interest of 22%.
The primary objective of Advent is the drilling of a well at the Baleen drilling target in the PEP 11 permit in
the offshore Sydney basin in 2020 (Advent Energy holds an 85 % interest in PEP 11). Advent has conducted a
focused seismic campaign around this key drilling prospect in PEP 11 at Baleen as a precursor to drilling.
The gas supply crisis on the east coast of Australia has created a significant market opportunity to raise the
funding to drill with the objective of developing the PEP11 project and we are now engaging with investors to
fund this drilling.
The Australian Competition and Consumer Commission (ACCC) have confirmed that domestic wholesale gas
prices have risen two to three times higher than historical prices (the 2020 average of expected LNG netback
gas price is around $9 per gigajoule.) This has put many trade-exposed Australian manufacturers under extreme
pressure. There is also continuing uncertainty about the longer-term supply outlook. In its latest Gas Statement
of Opportunities (GSOO), the Australian Energy market Operator (AEMO) has warned about potential supply
shortages emerging on the east coast within five years, particularly in the southern states.
Advent has demonstrated considerable gas generation and migration within PEP 11, with the mapped
prospects and leads highly prospective for the discovery of gas. PEP 11 is a significant offshore exploration area
with large scale structuring and potentially multi-Trillion cubic feet (Tcf) gas charged Permo-Triassic reservoirs
located less than 50km from the Sydney-Wollongong-Newcastle greater metropolitan area and gas pipeline
network.
Our funding initiatives address both of Advent’s projects in the Bonaparte and PEP11 permits.
Successful Settlement of legal actions has enabled a focus on these commercial objectives. On 9 August 2019
BPH, together with other plaintiffs in an oppression of minority shareholders action, reached a settlement with
MEC Resources Limited (MEC) in relation to the oppression proceedings BPH commenced in the Supreme
Court of Western Australia with Grandbridge Limited and others. As part of the settlement it was agreed that
the Advent board would be restructured. Other key terms of the settlement included that MEC agreed to not
directly or indirectly interfere with the board composition and/or management of Advent and that MEC would
initiate an in-specie distribution to MEC shareholders of the shares it holds in Advent. Debt owed by Advent
to MEC will be recoverable by MEC only by the issue of shares in Advent one month prior to the scheduled
commencement date for the drilling of a well within the PEP 11 Permit Area.
Advent has been granted a renewal of Retention Licence 1 (RL1) in the Northern Territory by the NT Department
of Primary Industry and Resources for a five-year term concluding in July 2023. Advent will be making further
application to extend the EP 386 permit to the State Government of Western Australia.
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HEALTH TECHNOLOGY RESOURCES
Developments continue in the company’s biotech/medtech investments
BPH investee Cortical Dynamics Ltd announced a number of developments during the period which included:
• The appointment of Mr Gary Todd as Managing Director on 16 October 2018.
• Successful trials of the Brain Anesthesia Response Monitor (BARM) continued at St. Luke’s Private Hospital
and Strathfield Private Hospital in Sydney. The trials were conducted by Dr Adrian Sultana MD FRCP (Glasg)
FANZCA, a consultant anaesthetist. Key conclusions from these trials by Dr Sultana trialling BARM during
2018 and in 2019 included (i) The BARM has shown significant reduction in patients’ anaesthesia recovery
time using TIVA (Total Intravenous Anaesthesia), and; (ii) was “Remarkably stable and the responsive signal
permitted a new level of belief in the awareness monitoring technique and the BARM had impressive
stability and speed of response.”
Cortical believes these conclusions have significant implications for hospital operations: including:
• Optimising the dose of anaesthetic agent used can reduce the dosage use of anaesthetic agents, and
improve patient turnaround times and lead to cost savings
• Facilitate the delivery of higher quality and more reliable service to hospitals and patients
Cortical engaged an international testing and certification organization to test and certify the BARM to comply
with the Korean certification process. The certification also includes the latest medical safety standard deviations
for Australia, New Zealand, European Union and the USA. The regulatory compliance process to enable
distribution of the BARM in Korea is now almost completed.
BPH has also initiated a complementary strategy of making investments in the medical cannabis sector. On
2 September 2019 BPH announced it had agreed to acquire an initial investment of 10% (with the option to
increase its percentage to 49%) in Patagonia Genetics Pty Ltd (“PG Aust”), the entity that owns a 100% interest in
Patagonia Genetics SPA (“PG”), a Chilean entity. The medical cannabis sector is showing significant growth with
current developments boosting the sector.
These developments offer the capacity for strong growth in the Company’s investments.
Yours Sincerely
David Breeze
Chairman
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CO MPANY F OCU S
& DEVELOPMENT
BPH ENERGY LIMITED
AND IT’S CONTROLLED ENTITIES
BPH Energy’s major investment is in Advent
Energy Ltd, an unlisted oil and gas exploration and
development company with onshore and offshore
exploration and near-term development assets
around Australia.
interpreted following review of the 2004 seismic data
(reprocessed in 2010). The seismic features include
apparent Hydrocarbon Related Diagenetic Zones
(HRDZ), Amplitude Versus Offset (AVO) anomalies
and potential flat spots.
In addition, a geochemical report has provided
support for a potential exploration well in PEP11. The
report reviewed the hydrocarbon analysis performed
on sediment samples obtained in PEP11 during
2010. The 2010 geochemical investigation utilised
a proprietary commercial hydrocarbon adsorption
and laboratory analysis technique to assess the levels
of naturally occurring hydrocarbons in the seabed
sediment samples.
ADVENT ENERGY LTD
BPH Energy has a direct interest in Advent Energy of
22.6%. Advents assets include EP386 and RL1 (100%)
in the onshore Bonaparte Basin in the north of
Western Australia and Northern territory and PEP11
(85%) in the offshore Sydney Basin.
The report supports that the area surrounding
the proposed drilling site on the Baleen prospect
appears best for hydrocarbon influence relative to
background samples. In addition, the report found
that the Baleen prospect appears to hold a higher
probability of success than other prospects.
Importantly, “a recent review of more than 850
wildcat wells – all drilled after geochemical surveys –
finds that 79% of wells drilled in positive anomalies
resulted in commercial oil and gas discoveries.”
(Surface geochemical exploration for oil and gas:
New life for an old technology, D. Schumacher, 2000,
The Leading Edge)
Advent has demonstrated considerable gas
generation and migration within PEP11, with the
mapped prospects and leads highly prospective for
the discovery of gas.
Advent Energy has conducted a focused seismic
campaign around a key drilling prospect in PEP11 at
Baleen, in the offshore Sydney Basin.
The high resolution 2D seismic survey covering
approximately 200-line km was performed to assist
in the drilling of the Baleen target approximately
30 km south east of Newcastle, New South Wales.
A drilling target on the Baleen prospect at a depth
of 2150 metres subsea has been identified in a
review of previous seismic data. Intersecting 2D
lines suggest an extrapolated 6000 acre (24.3 km2)
seismic amplitude anomaly area at that drilling
target. The report on this drilling target noted
previous 2D seismic data showed that the Permian
aged section of the Bowen Basin has producing
conventional gas fields at a similar time and depth
to PEP11 at the Triassic/Permian age boundary.
PEP 11 Oil and Gas Permit
Advent, through wholly owned subsidiary Asset
Energy Pty Ltd, holds 85% of Petroleum Exploration
Permit PEP 11 – an exploration permit prospective
for natural gas located in the Offshore Sydney Basin.
PEP 11 is a significant offshore exploration area with
large scale structuring and potentially multi-Trillion
cubic feet (Tcf) gas charged Permo-Triassic reservoirs.
Mapped prospects and leads within the Offshore
Sydney Basin are generally located less than 50km
from the Sydney-Wollongong-Newcastle greater
metropolitan area and gas pipeline network.
Advent has previously interpreted significant
seismically indicated gas features. Key indicators
of hydrocarbon accumulation features have been
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HEALTH TECHNOLOGY RESOURCES
COMPANY FOCUS & DEVELOPMENT
BPH ENERGY LIMITED AND IT’S CONTROLLED ENTITIES
Western Australia / Northern Territory –
Onshore Bonaparte Basin
be supplied by Advent Energy’s conventional gas
projects in EP386 and RL1.
Advent Energy Ltd (“Advent”), through wholly owned
subsidiary Onshore Energy Pty Ltd, holds 100% of each
of EP 386 and RL 1 in the onshore Bonaparte Basin
in northern Australia. The Bonaparte Basin is a highly
prospective petroliferous basin, with significant reserves
of oil and gas. Most of the basin is located offshore,
covering 250,000 square kilometres, compared to just
over 20,000 square kilometres onshore.
Within EP386, recoverable resource estimates range
from 53.3 Bcf (Low) to 1,326.3 Bcf (High) of Prospective
Resources, with a Best Estimate of 355.9 Bcf of gas.
In the NT, Advent holds Retention Licence RL1 (166
square kilometres in area), which covers the Weaber
Gas Field, originally discovered in 1985. Advent has
previously advised that the 2C Contingent Resources*
for the Weaber Gas Field in RL1 are 11.5 billion cubic
feet (Bcf) of natural gas following an independent audit
by RISC. Significant upside 3C Contingent Resources of
45.8 Bcf have also been assessed by RISC.
The current rapid development of the Kununurra
region in northern Western Australia, including the
Ord River Irrigation Area phase 2, the township of
Kununurra, and numerous regional resource projects
provides an exceptional opportunity for Advent to
potentially develop its nearby gas resources. Market
studies have identified a current market demand of
up to 30.8 TJ per day of power generation capacity
across the Kimberley region that could potentially
Unconventional Resources within
EP 386 and RL1
The prospectivity of the Bonaparte Basin is evident
from the known oil and gas fields in both the
offshore and onshore portions of the basin. Advent
has identified significant shale areas in EP386 and
RL1 .Advent has calculated a Prospective Resource
(best estimate) of 9.8 TCF for the shale gas areas of
the Bonaparte permits of EP386 and RL1.
MEDICINAL CANNABIS
The medical cannabis sector is showing significant
growth. BPH has acquired an initial investment of
10% (with the option to increase its percentage
to 49%) in Patagonia Genetics Pty Ltd (PG Aust),
the entity that owns a 100% interest in Patagonia
Genetics SPA (PG), a Chilean entity. PG is a craft
cannabis company based in Patagonia, Chile with
a genetic collection of over 260 unique cannabis
and hemp strains, carefully collected from industrial
hemp cultivations of the late 1980’s whose
germination rates where verified in late 2016. A large
proportion of these are unhybridized landraces not
seen in domestic markets in over 30 years, hence
their genetic value.
Cortical Dynamics Ltd (BPH interest of 4.56% with
right to increase to approx. 14%)
BARM TECHNOLOGY
Cortical is an Australian based medical device
technology company that has developed an industry
disruptive brain function monitor independently
described as “a paradigm busting technology from
an Australian based device house that really gives a
significant advantage in this space”. Its competitive
advantage has been recognized by leading world
experts in anaesthesia. Cortical has received
both TGA approval and the CE mark and has now
commenced its sales campaign.
The core product, the Brain Anaesthesia Response
(BARM) monitor, was developed to better detect
the effect of anaesthetic agents on brain activity,
aiding anaesthetists in keeping patients optimally
anaesthetised. The product is focused on integrated
distribution with the leading global brands in
Production testing at Wagon Creek
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operation theatre monitoring equipment.
The approach used is fundamentally different from
all other devices currently available in the market in
that its underlying algorithm produces EEG indexes
which are directly related to the physiological state
of the patient’s brain. Such monitoring is gaining
significant use during surgery, however even with the
use of EEG monitors, it is not uncommon for there
to be a critical imbalance between the patient’s
anaesthetic requirements and the anaesthetic drugs
administered. While a number of EEG monitors
are commercially available, one that is reliably able
to quantify the patient’s anaesthetic state is still
desperately needed.
To date, all of the existing EEG based depth of
anaesthesia monitors operate in the context of a
number of well documented limitations: (i) Inability
to monitor the analgesic effects; and (ii) Not all
hypnotic agents are reliably measured.
The global market for anaesthetic monitoring is
predicted to reach $1.6 billion by 2020. Around 312
million major surgical procedures are undertaken every
year worldwide (W.H.O 2016) The pain monitoring
market is predicted to grow to over $8 billion.
Initial marketing will focus on Total Intravenous
Anaesthesia (TIVA), a method of inducing and
maintaining general anaesthesia without the use
of any inhalation agent. This is becoming more
widely accepted, particularly in Western Europe.
Approximately 29 million major general surgery
general anaesthesias are conducted in the European
Union each year, of which 55% are balanced
anaesthesia (using a combination of intravenous
agents such as propofol and volatile gases) and 20%
are total intravenous anaesthesia using propofol.
“The use of EEG-based depth of anaesthesia
monitors has been recommended in patients
receiving total intravenous anaesthesia because it
is cost effective and because it is not possible to
measure end-tidal anaesthetic concentration in this
group” (source: nice.org.uk)
This creates an immediate market opportunity to
Cortical in Europe alone. Cortical’s technology has
a versatility that goes beyond depth of anaesthesia
and may be applied to other EEG based markets,
such as neuro-diagnostic, drug discovery, drug
evaluation and the emerging Brain computer
Interface (BCI) market and pain response and
tranquiliser monitoring for trauma patients in
intensive care units. The BAR monitor is protected
by five patent families in multiple jurisdictions
worldwide consisting of 22 granted patents.
MOLECULAR DISCOVERY SYSTEMS
-HLS5 TECHNOLOGY (BPH DIRECT
INTEREST IN MDS OF 20%)
Research conducted at the Perkins Institute has
shown that HLS5 has significant tumour suppressor
properties. The Perkins findings are supported
by the two independent peer reviewed scientific
publications, identifying a role for HLS5 in cancer,
demonstrating that the loss of HlS5 expression
may be a critical event in the development and
progression of liver cancer.
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HEALTH TECHNOLOGY RESOURCES
REVI EW OF
OPERATIONS
BPH ENERGY LIMITED
AND IT’S CONTROLLED ENTITIES
OPERATIONS
On 21 August 2019 the Company announced that
it intended to pursue a complementary strategy
of making an investment (or investments) in the
medical cannabis sector, as it is considered that an
investment of this nature is in line with its investee
company strategy and, in particular, its biomedical
business. The medical cannabis sector is showing
significant growth with current developments
boosting the sectors viability including the move to
legalise cannabis in Canada and the announcement
by the UK Government to legalise medical cannabis.
shareholder approval. There was be no requirement
for a shareholder approval for the T1 transaction as
the consideration will be met from the current cash
position and the shares issued from the existing 15%
ASX Listing Rule 7.1 capacity of BPH.
It is acknowledged as part of the terms sheet and
it will be acknowledged in the warranties and
representations in the formal agreement that the
licence applications are owned by PG and that PG
Aust and PG will not apply for or pursue recreational
cannabis licences nor make investments in the
recreational cannabis space or in any activities or
projects using Mistella (unless the transactions have
been otherwise approved by ASX).
INVESTMENTS
Cortical Dynamics Ltd (“Cortical”), BPH 4.39%
Cortical announced a number of developments
during the period which included:-
On 2 September 2019 BPH announced it had
agreed to acquire an initial investment of 10% (with
the option to increase its percentage to 49%) in
Patagonia Genetics Pty Ltd (“PG Aust”), the entity
that owns a 100% interest in Patagonia Genetics SPA
(“PG”), a Chilean entity.
> On 16 October 2018 Mr. Gary Todd was
appointed as Managing Director of BPH investee
Cortical. Mr Todd has extensive sales experience
gained over the last thirty years both in Australia
and internationally in Medical Devices, FMCG and
IT&T markets
The key terms are:
(a) BPH agreed to acquire a total 10% interest in PG
Aust in consideration for a subscription amount
of $50,000 in cash into the entity and the issue
of 150,000,000 BPH shares and payment of
$50,000 by equal instalments over 6 months to
the shareholders of PG Aust (“T1 transaction”).
The amount of capital issued by BPH for the
consideration represents approximately 5.5% of
the capital of BPH. The 150,000,000 BPH shares
were issued on 30 August 2019 ; and
(b) BPH is granted the option to acquire a total
shareholding of 49% in PG Aust (that is, an
additional 39% when added to the original
acquisition of a 10% interest) in consideration for
a subscription amount of $700,000 into the entity
and the issue of 450,000,000 shares in the capital
of BPH (“T2 transaction”).
The transaction will be conditional on appropriate
due diligence, and for the T2 transaction,
> Sydney Adventist Private Hospital in Sydney
trialled the Brain Anaesthesia Response
Monitoring System known as “BARM” during
the first two weeks of July 2019 and positive
comments were received from all four
anaesthetists that trialled BARM
>
LiDCO Ltd UK is currently trialling the “BARM”
at Southampton University Hospital through
September 2019. In the UK, the LiDCO Group
enjoys a leading market share, with over 50% of
NHS acute care hospitals using its technology.
> Successful trials of the BARM were carried out
at St. Luke’s Private Hospital and Strathfield
Private Hospital in Sydney. Strathfield is part
of the Ramsay Hospital Group. The trials were
conducted by Dr Adrian Sultana MD FRCP (Glasg)
FANZCA, a consultant anaesthetist. He is a Clinical
Lecturer in Anaesthesia at the Australian School
of Advanced Medicine, Macquarie University.
He is also a director of the International Society
for the Perioperative Care of the Obese Patient.
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Key conclusions from these trials by Dr Sultana
trialling BARM during 2018 and in 2019 to date
include:
• The BARM has shown significant reduction in
patients’ anaesthesia recovery time using TIVA
(Total Intravenous Anaesthesia)
(i) Optimising the dose of anaesthetic agent used
can reduce the use of anaesthetic agents, and
improve patient turn-around times and lead to
cost savings
(ii) Facilitate the delivery of higher quality and more
reliable service to hospitals and patients
• The Cortical BARM was “Remarkably stable
and the responsive signal permitted a new
level of belief in the awareness monitoring
technique and allowed him to run cases at
a Composite Cortical State (CCS) index of
45 with confidence in early tapering of the
patients anaesthesia using TCI (infusions of
propofol and remifentanil)
• The BARM had impressive stability and
speed of response. He was able to administer
significantly less Dr Sultana reported that
“Often when using the BIS/Entropy (monitors),
they dramatically lag the patents emergence
and I have had patients that take up to 20
minutes to wake up
•
In usage with NMB (Neuromuscular Block) he
was able to “achieve accuracy, predictability
and a smooth wake up”
The BAR Monitor has now been used with
approximately 160 patients at Strathfield and St
Luke’s Hospitals.
Cortical believes these conclusions have significant
implications for hospital operations:
- Cortical advised that it has issued an Offer
Information Statement to undertake a capital
raising.
Cortical had previously announced it had signed
two five-year exclusive distribution agreements, one
with a European distribution company, Innomed,
covering Belgium, Netherlands and Luxembourg and
the other with a South Korean distribution company,
Globaluck.
In early November, Mr Louis Delacretaz, Cortical’s
Chief Technical Officer, attended the Korea
Anesthesia 2018 congress in Seoul. Prior to
the congress start, Mr. Delacretaz attended a
series of meetings organised by Austrade with
anaesthesiology professors from the Seoul National
University College of Medicine, Konkuk University
School of Medicine and the Catholic University of
Korea College of Medicine.
Each Professor was actively looking for a substitute
for their current monitors as they had strong
concerns about the credibility of the current
monitors reading. In several meetings they were very
interested in a means to determine the patients’
pain levels and interested in trialing the BARM as a
substitute device.
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HEALTH TECHNOLOGY RESOURCES
REVIEW OF OPERATIONS BPH ENERGY LIMITED AND IT’S CONTROLLED ENTITIES
Cortical engaged an international testing and
certification organization to test and certify the
BARM to comply with the Korean certification
process .The assessment also includes the latest
medical safety standard deviations for Australia, New
Zealand, European Union and the USA.
The regulatory compliance process to enable
distribution of the BARM in Korea has now been
significantly advanced.
MEC Resources Limited (“MEC”), BPH 0.9%
Settlement of Legal Matters with MEC
On 9 August 2019 BPH announced that it had
reached a settlement with MEC in relation to
the oppression proceedings it commenced in
the Supreme Court of Western Australia with
Grandbridge, Trandcorp Pty Ltd (“Trandcorp”), and Mr
David Breeze.
In addition to the settlement of the oppression
proceedings, BPH, MEC, GBA, Trandcorp and Mr
David Breeze settled a number of other proceedings
and entered into a deed of settlement and release
with Advent Energy Ltd (“Advent”) and other relevant
parties. As part of the settlement it was agreed that
Messrs Matthew Battrick and Tobias Foster would
appoint Messrs Steven James, Tony Huston and
Thomas Fontaine as directors of Advent, and that
Messrs Matthew Battrick and Tobias Foster would
then resign from the Board of Advent. The Incoming
Directors have since confirmed and acknowledged
Mr David Breeze as a duly elected director of Advent.
The key terms of the settlement are as follows:
> The appointment of the Incoming Directors and
the resignation of the Resigning Directors
> Until 23 July 2021, MEC agrees to not directly or
indirectly interfere with the board composition
and/or management of Advent.
> For a period of one year commencing from 6
August 2019 MEC must not sell or otherwise
dispose of any shares it holds in Advent, other
than by an in-specie distribution to MEC if
requested in writing to do so by Advent. If notice
is given, MEC must do all that is required to effect
and support the In-Specie Distribution.
> The loan of $3,600,000 owed by Advent to MEC
will be recoverable by MEC only by the following
means and only in the following circumstances:
One month prior to the scheduled commencement
date for the drilling of a well within the PEP 11
Permit Area, Advent will issue to MEC ordinary shares
to the face value of the debt calculated at 80% of:
(a) the volume-weighted average price of Advent
shares over the 5 days trading immediately prior
to that date; or
(b) if as at that date Advent shares are not listed
on any securities exchange, the price at which
ordinary shares in Advent were last issued.
Advent Energy Ltd (“Advent”), BPH 22.6%
(i)
PEP 11
PEP11, offshore Sydney Basin adjacent to Newcastle-
Sydney offshore New South Wales, is held 85%
and operated by Asset Energy Pty Ltd (“Asset”),
a wholly owned subsidiary of Advent Energy Ltd
(“Advent”). PEP11 holds significant structural targets
potentially capable of comprising multi-Tcf natural
gas resources. The offshore Sydney Basin has been
lightly explored to date, including a multi-vintage
2D seismic data coverage and a single exploration
well, New Seaclem-1 (2010). Its position as the
only petroleum title offshore New South Wales
provides a significant opportunity should natural
gas be discovered in commercial quantities in
this petroleum title. It lies adjacent to the Sydney-
Newcastle region and the existing natural gas
network servicing the east coast gas market.
Advent’s two core prospects in PEP11 have
previously been calculated via external assessment
to have the potential for un-risked (P50) prospective
gas resources of 472 and 2,131 billion cubic feet
(“BCF”) respectively, with multi-trillion cubic feet
upside (“multi-TCF”, Pmean).
Advent’s prior presentation ‘Strategic Summary:
Tactics to Success ‘ confirmed the strategy of
“Complete current 2D seismic commitment to
deliver shallow hazard survey work …to deliver ‘drill
ready’ gas prospect ....for early drilling ,capturing
near-term rig availability off Australia’s coast.”
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In April 2018 Advent undertook a high resolution 2D
seismic data over the Baleen prospect designed to
evaluate (amongst other things) shallow geohazard
indications including shallow gas accumulations
that can affect future potential drilling operations.
It is a drilling prerequisite that a site survey is
made prior to drilling at the Baleen location. On 31
December 2018 MEC announced that there were
“no ‘seismically defined shallow gas hazards “at the
proposed well location on the Baleen Prospect.
(ii)
EP386 and RL1
EP386 and RL1 are held by Advent’s 100% subsidiary
Onshore Energy Pty Ltd. The petroleum titles lie
in the onshore Bonaparte Basin, one of Australia’s
most prolific hydrocarbon producing basins. The
petroleum wells Waggon Creek-1, Vienta-1 (EP386)
and Weaber-4 (RL1) are cased and suspended. MEC
has previously announced a two year extension to
the EP386 permit till March 2019.
Molecular Discovery Systems Limited, BPH 20%
Molecular Discovery Systems Limited (“MDSystems”),
launched in 2006 and spun off from BPH in 2010, is
an associate of BPH.
MDSystems has been working with the Molecular
Cancer Research Group at the Harry Perkins Institute
of Medical Research to validate HLS5 as a novel
tumour suppressor gene, particularly for liver cancer.
The Molecular Cancer Research Group has
developed a pre-clinical model of liver cancer where
the expression of Hls5 is ablated i.e. it mimics, in part,
patients that have low HLS5 (TRIM35) and develop
liver cancer.
Research conducted at the Perkins Institute has
shown that HLS5 has significant tumour suppressor
properties. The Perkins findings are supported
by the two independent peer reviewed scientific
publications, identifying a role for HLS5 in cancer,
demonstrating that the loss of HlS5 expression
may be a critical event in the development and
progression of liver cancer.
The publications — a collaboration between Fudan
University Shanghai Cancer Centre and other
Chinese Institutes, including Shanghai Cancer
Institute, Liver Cancer Institute, Second Military
Medical University and Qi Dong Liver Cancer Institute
—focused on identifying the role of HLS5 in liver
cancer. The first article demonstrated that HLS5
binds a key enzyme involved in the production of
energy for cancer cells (Pyruvate Kinase isoform
M2 (PKM2)). They showed that HLS5 binds PKM2
to form a complex which inhibits the activation of
PKM2. The formation of this HLS5/PKM2 complex
ultimately limits the cancer cell’s means of energy
production and its ability to proliferate. In the second
publication the expression levels of HLS5 and PKM2
were assessed for potential use as a prognostic
marker for hepatocellular carcinoma (HCC) - (liver
cancer) .The study analysed liver samples of 688
patients who had HCC. The study found that patients
who were positive for PKM2 expression and negative
for HLS5 expression had poorer overall survival and
shorter time to recurrence. Taken together, the
findings of both papers further support the research
into HLS5 by MDS and the Harry Perkins Institute of
Medical Research.
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HEALTH TECHNOLOGY RESOURCES
DIREC TOR’ S
REPORT
BPH ENERGY LIMITED
AND IT’S CONTROLLED ENTITIES
The directors of BPH Energy Ltd (”BPH Energy” or
“the Company”) present their report on the Company
and its controlled entities (“consolidated entity” or
“Group”) for the financial year ended 30 June 2019.
Directors
The names of directors in office at any time during or
since the end of the year are:
D L Breeze
A Huston
C Maling
Company Secretary
Mr David Breeze was appointed Company Secretary
on 23 November 2016. He has many years’
experience in the management of listed entities.
Principal Activities
The principal activities of the consolidated entity
during the financial year were investments in
biotechnology entities and an oil and gas exploration
entity.
paid in respect of the current period and no
dividends have been paid or declared since the
commencement of the period.
Financial Position
The consolidated entity has a working capital deficit
of $941,825 (2018: deficit $1,101,201). The net assets
of the consolidated entity decreased by $1,559,556
to $2,002,259 at 30 June 2019.
Included in trade creditors and payables is current
director fee accruals of $812,783 (2018: $765,027).
The directors have reviewed their expenditure and
commitments for the consolidated entity and have
implemented methods of costs reduction. The
directors as a part of their cash monitoring, have
voluntarily suspended cash payments for their
directors’ fees to conserve cash resources.
Significant Changes in State Of Affairs
Capital raisings
During the year BPH issued 1,186,040,241 shares
under a one for one non-renounceable entitlement
issue (“Rights Issue”) at an issue price of $0.001 per
share of which $1,027,504 was received in cash and
$158,536 satisfied by debt set-off. In addition, during
the period BPH raised $148,000 cash from the issue
of placement shares, issued 100,000,000 shares in
exchange for 5,555,556 shares in MEC Resources
Limited, issued 123,050,000 shares as settlement of
consulting fees, and issued 20,000,000 shares as part
of director remuneration.
Operating Results
Subsequent Events
The consolidated entity has reported a net loss after
tax for the year ended 30 June 2019 of $3,013,043
(2018: loss of $1,506,758) and has a net cash outflow
from operating activities of $487,427 (2018: outflow of
$466,968). Revenue increased by 17.8% to $278,227
as the company continued to accrue interest on its
secured loans to its investee companies.
The net loss from ordinary activities after tax is after
recognising (i) a fair value gain of $280,372 (2018: $Nil)
(ii) $Nil impairment charge with respect to Advent
Energy Limited (2018: charge of $1,003,001) and; (iii)
$332,102 consulting and legal costs (2018: $311,680)
(iv) loan provisions of $2,889,033 (2018: $77,155)
Dividends
The directors recommend that no dividend be
On 9 August 2019 BPH announced that it had
reached a settlement with MEC in relation to
the oppression proceedings it commenced in
the Supreme Court of Western Australia with
Grandbridge, Trandcorp Pty Ltd (“Trandcorp”), and Mr
David Breeze.
In addition to the settlement of the oppression
proceedings, BPH, MEC, GBA, Trandcorp and Mr
David Breeze settled a number of other proceedings
and entered into a deed of settlement and release
with Advent Energy Ltd (“Advent”) and other relevant
parties. As part of the settlement it was agreed that
Messrs Matthew Battrick and Tobias Foster would
appoint Messrs Steven James, Tony Huston and
Thomas Fontaine as directors of Advent, and that
Messrs Matthew Battrick and Tobias Foster would
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then resign from the Board of Advent. The Incoming
Directors have since confirmed and acknowledged
Mr David Breeze as a duly elected director of Advent.
The key terms of the settlement are as follows:
> The appointment of the Incoming Directors and
the resignation of the Resigning Directors
> Until 23 July 2021, MEC agrees to not directly or
indirectly interfere with the board composition
and/or management of Advent.
> For a period of one year commencing from 6
August 2019 MEC must not sell or otherwise
dispose of any shares it holds in Advent, other
than by an in-specie distribution to MEC if
requested in writing to do so by Advent. If notice
is given, MEC must do all that is required to effect
and support the In-Specie Distribution.
> The loan of $3,600,000 owed by Advent to MEC
will be recoverable by MEC only by the following
means and only in the following circumstances:
One month prior to the scheduled commencement
date for the drilling of a well within the PEP 11
Permit Area, Advent will issue to MEC ordinary shares
to the face value of the debt calculated at 80% of:
(a) the volume-weighted average price of Advent
shares over the 5 days trading immediately prior
to that date; or
(b) if as at that date Advent shares are not listed
on any securities exchange, the price at which
ordinary shares in Advent were last issued.
On 9 August 2019 the Company issued 20,000,000
share options with an exercise price of $0.002 and an
expiry date of 9 August 2024 as part of remuneration
arrangements with a contractor.
On 21 August 2019 the Company announced that
it intended to pursue a complementary strategy
of making an investment (or investments) in the
medical cannabis sector, as it is considered that an
investment of this nature is in line with its investee
company strategy and, in particular, its biomedical
business. The medical cannabis sector is showing
significant growth with current developments
boosting the sectors viability including the move to
legalise cannabis in Canada and the announcement
by the UK Government to legalise medical cannabis.
On 2 September 2019 BPH announced it had
agreed to acquire an initial investment of 10% (with
the option to increase its percentage to 49%) in
Patagonia Genetics Pty Ltd (“PG Aust”), the entity
that owns a 100% interest in Patagonia Genetics
SPA (“PG”), a Chilean entity. On 30 August 2019 the
Company issued 150,000,000 fully paid ordinary
shares as partial consideration for the acquisition of
the initial investment of 10%
On 28 August 2019 the Company issued (i)
282,000,000 fully paid ordinary shares for cash to
make investments in oil and gas, medical devices
and biotechnology, working capital, debt reduction,
and due diligence and review and consideration
of proposed investment in medical cannabis, and
(ii) 15,000,000 fully paid ordinary shares as an
introductory fee for a business transaction.
On 17 September 2019 the Company announced
that Advent has now terminated by mutual consent
the RL Energy Joint Venture Agreement for the
PEP11 permit. As a result Advent, through wholly
owned subsidiary Asset Energy Pty Ltd, now holds an
85% interest and is operator of the permit (and RL
Energy has no further interest). Bounty Oil and Gas
NL (ASX: BUY) holds the remaining 15%. The Joint
Venture is now reviewing the work program and
evaluating proceeding with the drilling of a well at
the Baleen drill target subject to approvals of NOPTA
and other regulatory authorities.
On 17 September 2019 the Company announced
that PG had purchased its first 1,300ltrs of
Wonderland Agronutrients products to send
samples to major licensed producers and grow
shops internationally. PG has secured the exclusive
worldwide distribution rights (excluding Chile &
Argentina) to Chile’s leading cannabis fertilizer and
biostimulant range, Wonderland Agronutrients.
On 19 September 2019 the Company announced
that Advent has been granted a renewal of Retention
Licence 1 (RL1) in the Northern Territory by the NT
Department of Primary Industry and Resources for
a five-year term concluding in July 2023. Advent,
through its wholly owned subsidiary Onshore Energy
Pty Ltd, holds a 100 % interest in RL1 and is operator
of the Retention Licence. Advent, through Onshore
Energy, also holds 100% of EP 386 in addition to RL 1
in the onshore Bonaparte Basin in northern Australia.
There are no other matters or circumstances that
have arisen since the end of the financial year other
than outlined elsewhere in this financial report that
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HEALTH TECHNOLOGY RESOURCES
DIRECTOR’S REPORT BPH ENERGY LIMITED AND IT’S CONTROLLED ENTITIES
have significantly affected, or may significantly affect,
the operations of the company, the results of those
operations, or the state of affairs of the company in
future financial years.
Review of Operations
A Review of Operations is set out on pages 1 to 4 and
forms part of this Directors’ Report.
Environmental Issues
The consolidated entity’s operations are not
regulated by any significant environmental
regulation under law of the Commonwealth or of a
state or territory.
Non-Audit Services
No fees for non-audit services were paid/payable to
the external auditors during the year ended 30 June
2019 (2018: $Nil).
Future Developments
The Company will continue its investment in energy
resources and to assist its investee companies to
commercialise breakthrough biomedical research
developed in universities, medical institutes and
hospitals.
Proceedings on Behalf of Company
No person has applied for leave of Court to bring
proceedings on behalf of the Company or intervene
in any proceedings to which the Company is a
party for the purpose of taking responsibility on
behalf of the Company for all or any part of those
proceedings. The Company was not a party to any
such proceedings during the year.
INFORMATION ON DIRECTORS
D L Breeze
Managing Director and Executive Chairman – Age 66
Shares held – 310,677,944 / Unlisted options held – Nil
David is a Corporate Finance Specialist with
extensive experience in the stock broking industry
and capital markets. He has been a corporate
consultant to Daiwa Securities; and held executive
and director positions in the stock broking industry.
David has a Bachelor of Economics and a Masters
of Business Administration, and is a Fellow of the
Financial Services Institute of Australasia, and
a Fellow of the Institute of Company Directors
of Australia. He has published in the Journal of
Securities Institute of Australia and has also acted
as an Independent Expert under the Corporations
Act. He has worked on the structuring, capital raising
and public listing of over 70 companies involving
in excess of $250M. These capital raisings covered
a diverse range of areas including oil and gas, gold,
food, manufacturing and technology. During the last
3 years David has held the following listed company
directorships:
Grandbridge Limited (from December 1999 to
present)
MEC Resources Limited (from April 2005)*
*David Breeze was a Director of MEC Resources
Limited (“MEC”) from April 2005 and was removed
from the ASIC register by MEC directors on 23
November 2016. He has neither resigned nor been
removed by shareholders and disputes the actions
taken by the Directors of MEC.
David is also a director of Cortical Dynamics Limited,
Molecular Discovery Systems Limited, Diagnostic
Array Systems Limited, Advent Energy Limited,
Onshore Energy Pty Ltd, and Asset Energy Pty Ltd.
A Huston
Non-Executive Director – Age 64
Shares held – 20,000,000 / Unlisted options held –
2,000,000
Tony Huston has been involved for over 35 years in
engineering and hydrocarbon industries for both on
and off shore exploration/development. Early career
experience commenced with Fitzroy Engineering
Ltd, primarily working on development of onshore oil
fields. In 1996 Tony formed his own E&P Company
on re-entry of onshore wells, primarily targeting
shallow pay that had been passed or ignored from
previous operations. This was successful and the two
plays opened up 15 years ago are still in operation.
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Recent focus (10 years) has been to utilise new
technology for enhanced resource recovery and
has been demonstrated in various fields, including
US, Mexico, Oman, Italy and Turkmenistan. During
the last 3 years Tony has not held any other listed
company directorships.
C Maling
The Company has paid premiums to insure directors
and officers against liabilities for costs and expenses
incurred by them in defending any legal proceedings
arising out of their conduct while acting in the capacity
of director or officer of the Company, other than
conduct involving a wilful breach of duty in relation to
the Company. The Company has not indemnified the
current or former auditors of the Company.
Non-Executive Director – Age 65
Shares held – 44,536 / Unlisted options held – 2,000,000
Remuneration Report (Audited)
Mr Charles Maling was formerly the Communications
Officer for the Office of the Western Australian
State Government Environmental Protection
Authority with a responsibility for advising the
Chairman of the EPA on media issues. He has a
Bachelor of Sociology and Anthropology with a
Media minor. Charles worked with the Western
Australian State Government Department of the
Environment for 14 years and further 8 years
for the EPA. His administrative roles included
environmental research (including a major study
on Perth Metropolitan coastal waters and Western
Australian estuaries) environmental regulation and
enforcement and media management. In the past
three years Charles has held the following listed
company directorships:
Grandbridge Limited (November 2016 to present)
Meetings of Directors
The board consults regularly by phone on matters
relating to the Company’s operations. Resolutions
are passed by circulatory resolution. The Company
held 2 meetings of directors during the financial year.
Attendance by each director during the year were:
Name
D Breeze
A Huston
C Maling
Number eligible
to attend
Number
attended
2
2
2
2
2
2
Indemnifying Officers or Auditors
During or since the end of the financial year the
Company has given an indemnity or entered an
agreement to indemnify, or paid or agreed to pay
insurance premiums as follows:
This report details the nature and amount of
remuneration for key management personnel of
BPH Energy. The Remuneration Report details
the remuneration arrangements for KMP who are
defined as those persons having authority and
responsibility for planning, directing and controlling
the major activities of the consolidated entity,
directly or indirectly, including any Director (whether
executive or otherwise) of the consolidated entity.
The information provided in the Remuneration
Report has been audited as a required by Section
308(3C) of the Corporations Act 2001.
Key Management Personnel
The Directors and other key management personnel
of the Group during or since the end of the financial
year were:
D L Breeze - Executive Chairman, Managing
Director and Company Secretary
Non-Executive Director
Non-Executive Director
A Huston -
C Maling -
All the parties have held their current position for the
whole of the financial year and since the end of the
financial year unless otherwise stated.
Remuneration Policy
The remuneration policy of BPH Energy Limited
has been designed to align director and executive
objectives with shareholder and business objectives
by providing a fixed remuneration component and
offering specific long-term incentives as determined
by the board and/or shareholders. The remuneration
report as contained in the 2018 financial
accounts was not adopted at the Company’s 2018
Annual General Meeting. The board believes the
remuneration policy to be appropriate and effective
in its ability to attract and retain the best executives
and directors to run and manage the Company, as
well as create goal congruence between directors,
executives and shareholders.
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HEALTH TECHNOLOGY RESOURCES
DIRECTOR’S REPORT BPH ENERGY LIMITED AND IT’S CONTROLLED ENTITIES
The board’s policy for determining the nature and
amount of remuneration for board members and
senior executives of the Company is as follows:
> The remuneration policy, setting the terms and
conditions for the executive directors and other
senior executives, was developed and approved
by the board.
> All executives receive a base salary (which is
based on factors such as length of service and
experience), superannuation, fringe benefits and
options.
> The board reviews executive packages annually
by reference to the Company’s performance,
executive performance and comparable
information from industry sectors and other listed
companies in similar industries.
The performance of executives is measured against
criteria agreed with each executive and is based
predominantly on the amount of their workloads
and responsibilities for the Company. The board
may, however, exercise its discretion in relation to
approving incentives, bonuses and options, and
can recommend changes to recommendations.
Any changes must be justified by reference to
measurable performance criteria. The policy is
designed to attract the highest calibre of executives
and reward them for performance that results in
long-term growth in shareholder wealth. Executives
are also entitled to participate in the employee share
and option arrangements.
The executive directors and executives which
receive salaries receive a superannuation guarantee
contribution required by the government, which
is currently 9.50%, and do not receive any other
retirement benefits.
Shares given to directors and executives are valued
as the difference between the market price of those
shares and the amount paid by the director or
executive. Options are valued using an appropriate
valuation methodology.
The board policy is to remunerate non-executive
directors at market rates for comparable companies
for time, commitment and responsibilities. The
maximum pool of non-executive director fees
approved by shareholders is $250,000. Payments to
non-executive directors are based on market practice,
duties and accountability. Independent external
advice is sought when required on payments to non-
executive directors. The maximum aggregate amount
of fees that can be paid to non-executive directors
is subject to approval by shareholders at the Annual
General Meeting. Fees for non-executive directors
are not linked to the performance of the Company.
However, to align directors’ interests with shareholder
interests, the directors are encouraged to hold shares
in the Company and are able to participate in the
employee option plan. The board does not have a
policy in relation to the limiting of risk to directors
and executives in relation to the shares and options
provided.
Employment Contracts of Directors and Senior
Executives
The employment conditions of the Managing
Director, David Breeze, is formalised in a Product
Development Agreement. The engagement is
automatically extended for a period of 2 years
at each anniversary date unless the Managing
Director or the Company give notice of termination
prior to the expiry of each term. The agreement
stipulates the Managing Director may terminate the
engagement with a six month notice period. The
company may terminate the agreement without
cause by providing six months written notice or
making payment in lieu of notice, based on the
individual’s annual salary component together with
a redundancy payment of up to twelve months of
the individual’s fixed salary component. Termination
payments are generally not payable on resignation
or dismissal for serious misconduct. In the instance
of serious misconduct the company can terminate
employment at any time. Any options not exercised
before or on the date of termination will not lapse.
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BPH Energy I Annual Report 2018
BPH Energy I Annual Report 2018
Details of Remuneration for the year ended 30 June 2019
The remuneration for each key management personnel of the consolidated entity during the year was as follows:
2019
Key Management Person
Short-term Benefits
Post-employment Benefits
Salary and
fees
Bonus
Non-cash
benefit
Other
Superannuation
D L Breeze
C Maling
A Huston
148,000
25,000
36,335
-
-
-
-
-
-
-
-
-
-
-
665
Key Management
Person
Long-term
Benefits
Share-based payment
Total
Performance
Related
Compensation
Relating to
Securities
D L Breeze
C Maling
A Huston
Other
Equity
Options
$
-
-
-
-
-
20,000
-
-
-
148,000
25,000
57,000
%
-
-
-
%
-
-
35.1%
2018
Key Management Person
Short-term Benefits
Post-employment Benefits
Salary and
fees
Bonus
Non-cash
benefit
Other
Superannuation
D L Breeze
148,000
C Mailing (appointed 17.10.17)
17,637
T Fontaine (resigned 17.10.17)
7,363
A Huston
25,000
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Key Management
Person
Long-term
Benefits
Share-based payment
Total
Performance
Related
Compensation
Compensation
Relating to
Options
Other
Equity
Options
$
D L Breeze
C Mailing (appointed 17.10.17)
T Fontaine (resigned 17.10.17)
A Huston
-
-
-
-
-
-
-
-
-
717
-
717
148,000
18,354
7,363
25,717
%
-
-
-
-
%
-
3.9%
-
2.8%
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BPH Energy I Annual Report 2018
BPH Energy I Annual Report 2018
HEALTH TECHNOLOGY RESOURCES
DIRECTOR’S REPORT BPH ENERGY LIMITED AND IT’S CONTROLLED ENTITIES
Interest in the shares and options of the Company and related bodies corporate
The following relevant interests in shares and options of the Company or a related body corporate were held by
key management personnel as at the date of this report.
Option holdings
Balance
1.7.2018
or date of
appointment
Granted as
Compensation
Options
Exercised
Balance
30.6.2019
Total Vested
30.6.2019
Total
Exercisable
and Vested
30.6.2019
Total
Unexercisable
30.6.2019
D L Breeze
-
A Huston
2,000,000
C Maling
2,000,000
-
-
-
-
-
-
-
-
-
2,000,000
2,000,000
2,000,000
2,000,000
2,000,000
2,000,000
-
-
-
Shareholdings
Balance
1.7.2018
Received as
Options Exercised
Acquired
Compensation
Balance
30.6.2019
D L Breeze
155,338,972
-
A Huston
C Maling
-
22,268
20,000,000
-
-
-
-
155,338,972
310,677,944
-
22,268
20,000,000
44,536
Share Based Payments
The following are the share based payment arrangements in existence for those key management personnel at
year end:
Grant Date
Date of Expiry
Fair Value at
Grant Date
Exercise Price
Number of
options
Vesting Date
29 November
30 November
$0.0004
$0.020
4,000,000
At grant date
2017
2022
There are no further service or performance criteria that need to be met in relation to options granted.
There were no grants of share based payment compensation to directors and senior management in the current
financial year. No options attributable to key management personnel were exercised or lapsed during the year.
Company performance, shareholder wealth and director and executive remuneration
The following table shows the gross revenue and the operating result for the last 5 years for the listed entity, as
well as the share price at the end of the respective financial years.
Revenue from ordinary activities
224,420
181,758
216,925
235,824
278,227
Net (loss)
(26,490,513)
(511,446)
(2,544,301)
(1,506,758)
(3,013,043)
2015
2016
2017
2018
2019
Share price at year end
0.53
Earnings / (loss) per share (cents)
(11.31)
0.19
(0.59)
0.08
(0.20)
0.1
(0.17)
0.53
(0.22)
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BPH Energy I Annual Report 2018
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OPTIONS
At the date of this report, the unissued ordinary shares of BPH Energy Ltd under option are as follows:
Grant Date
2 April 2015
20 April 2015
Date of Expiry
31 March 2020
31 March 2020
27 November 2015
30 November 2020
23 November 2016
30 November 2021
29 November 2017
30 November 2022
20 June 2019
9 August 2019
20 June 2024
9 August 2024
Exercise Price
Number Under Option
$0.02
$0.02
$0.02
$0.02
$0.02
$0.002
$0.002
795,000
9,000,000
2,000,000
2,000,000
4,000,000
30,000,000
20,000,000
During the year ended 30 June 2019 no ordinary shares of the Company were issued on the exercise of options
granted under the BPH Energy Ltd Incentive Option Scheme (2018: Nil).
No person entitled to exercise the option had or has any right by virtue of the option to participate in any share
issue of any other body corporate.
No shares have been issued during or since the end of the financial year as a result of exercise of an option. No
options lapsed unexercised during the year.
AUDITOR’S INDEPENDENCE DECLARATION
The lead auditor’s independence declaration for the year ended 30 June 2019 has been received and can be
found on page 14.
The directors’ report is signed in accordance with a resolution of directors made pursuant to S298(2) of the
Corporations Act 2001.
David Breeze
Dated this 28 September 2018
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AUDITOR’S INDEPENDENCE DECLARATION
HEALTH TECHNOLOGY RESOURCES
As lead auditor for the audit of the consolidated financial report of BPH Energy Limited for the
year ended 30 June 2019, I declare that to the best of my knowledge and belief, there have been
no contraventions of:
AUD I TOR ’S
the auditor independence requirements of the Corporations Act 2001 in relation to the
audit; and
IND EPENDENCE
DECL ARATION
any applicable code of professional conduct in relation to the audit.
b)
a)
Perth, Western Australia
30 September 2019
B G McVeigh
Partner
AUDITOR’S INDEPENDENCE DECLARATION
As lead auditor for the audit of the consolidated financial report of BPH Energy Limited for the
year ended 30 June 2019, I declare that to the best of my knowledge and belief, there have been
no contraventions of:
a)
the auditor independence requirements of the Corporations Act 2001 in relation to the
audit; and
b)
any applicable code of professional conduct in relation to the audit.
Perth, Western Australia
30 September 2019
B G McVeigh
Partner
14
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14
COR PORATE
GOVERNANCE
BPH ENERGY LIMITED
AND IT’S CONTROLLED ENTITIES
The Board of Directors of BPH Energy Limited is responsible for the corporate governance of the economic entity.
The Board guides and monitors the business and affairs of the Company on behalf of the shareholders by whom
they are elected and to whom they are accountable.
To ensure that the Board is well equipped to discharge its responsibilities, it has established guidelines and
accountability as the basis for the administration of corporate governance.
A copy of the Company’s Corporate Governance Statement can be found on the Company’s website at www.
bphenergy.com.au
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HEALTH TECHNOLOGY RESOURCES
STATEMENT OF PROFIT OR LOSS AND OTHER
COMPREHENSIVE INCOME for the year ended 30 June 2019
BPH ENERGY LIMITED AND IT’S CONTROLLED ENTITIES
Revenue from ordinary activities
Other income
Share of associates’ loss
Impairment charge
Fair value gain
Interest expense
Administration expenses
Derecognition of financial liability
Provision for doubtful debts
Consulting and legal expenses
Directors fees
Insurance expenses
Service Fees
Share based payments
Other expenses
(Loss) before income tax
Income tax expense
(Loss) for the year
Other comprehensive income:
Items that will not be reclassified subsequently to profit and loss
Reclassification of revaluation reserve (net of tax)
Other comprehensive profit (net of tax)
Total comprehensive (loss) for the period
(Loss) attributable to non-controlling interests
(Loss) attributable to members of the parent entity
Total comprehensive (loss) attributable to owners of the Company
Note
2
2
10
3
3
Consolidated
2019
$
278,227
17,625
(28,006)
2018
$
235,824
3,720
(28,500)
-
(1,003,001)
280,372
(774)
(73,928)
83,956
-
(1,805)
(65,591)
-
(2,889,033)
(77,155)
(332,102)
(311,680)
(100,000)
(100,174)
(9,029)
(17,960)
(128,640)
(128,640)
(82,422)
(29,289)
(1,434)
(10,362)
(3,013,043)
(1,506,758)
11
-
-
(3,013,043)
(1,506,758)
-
-
-
-
(3,013,043)
(1,506,758)
(245)
(918)
(3,012,798)
(1,505,840)
(3,012,798)
(1,505,840)
Total comprehensive (loss) attributable to non-controlling interests
(245)
(918)
Earnings per share
4
(0.17)
(0.20)
Basic and diluted (loss) per share (cents per share)
The accompanying notes form part of, and should be read in conjunction with, these financial statements.
2020
BPH Energy I Annual Report 2018
BPH Energy I Annual Report 2018
STATEMENT OF FINANCIAL POSITION
for the year ended 30 June 2019
BPH ENERGY LIMITED AND IT’S CONTROLLED ENTITIES
Current Assets
Cash and cash equivalents
Trade and other receivables
Financial assets
Other current assets
Total Current Assets
Non-Current Assets
Financial assets
Investments in associates
Total Non-Current Assets
Total Assets
Current Liabilities
Trade and other payables
Financial liabilities
Total Current Liabilities
Non-Current Liabilities
Financial liabilities
Total Non-Current Liabilities
Total Liabilities
Net Assets
Equity
Issued capital
Reserves
Accumulated losses
Non-controlling interest
Total Equity
Note
7
8
9
9
10
12
13
15
14
15
Consolidated
2019
$
437,316
20,969
190,342
33,869
682,496
2018
$
447,214
19,658
165,058
4,051
635,981
2,507,543
4,284,920
436,541
464,547
2,944,084
4,749,467
3,626,580
5,385,448
1,424,235
1,323,541
200,086
413,641
1,624,321
1,737,182
-
-
86,451
86,451
1,624,321
1,823,633
2,002,259
3,561,815
45,574,507
44,135,442
508,436
494,014
(43,920,864)
(40,908,066)
(159,820)
(159,575)
2,002,259
3,561,815
The accompanying notes form part of, and should be read in conjunction with, these financial statements.
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HEALTH TECHNOLOGY RESOURCES
STATEMENT OF CHANGES IN EQUITY
for the year ended 30 June 2019
BPH ENERGY LIMITED AND IT’S CONTROLLED ENTITIES
Balance as at 30 June 2017
Loss for the period
Total comprehensive loss for the
year
Transactions with owners in
their capacity as owners
Shares issued for cash
Share issue costs
Shares issued in lieu of
consulting fees
Shares issued as set-off against
loans payable
Balance at 30 June 2018
Loss for the period
Total comprehensive loss for the
year
Transactions with owners in
their capacity as owners
Shares issued for cash
Share issue costs
Shares issued in lieu of
consulting fees
Shares issued as set-off against
loans payable
Shares issued as director
remuneration
Shares issued in exchange for
ordinary shares in listed entity
Ordinary Share
Capital
$
Accumulated
Losses
Option reserve
$
Total
attributable to
owners of the
parent entity
$
Non-controlling
Interest
$
Total
$
43,454,632
(39,402,226)
492,580
4,544,986
(158,657)
4,386,329
(1,505,840)
(1,505,840)
(918)
(918)
(1,506,758)
(1,506,758)
-
-
(1,505,840)
(1,505,840)
566,940
(74,161)
22,000
166,031
-
-
-
-
-
-
-
-
-
-
566,940
(74,161)
22,000
166,031
1,175,504
(153,025)
138,050
158,536
20,000
100,000
-
-
-
-
-
-
-
-
-
-
-
-
-
566,940
(74,161)
22,000
166,031
1,434
-
-
-
-
-
-
-
1,175,504
(153,025)
138,050
158,536
20,000
100,000
14,422
1,175,504
(153,025)
138,050
158,536
20,000
100,000
-
-
-
-
-
-
-
Share based payments expense
-
1,434
1,434
44,135,442
(40,908,066)
494,014
3,721,390
(159,575)
3,561,815
(3,012,798)
(3,012,798)
-
-
-
(3,012,798)
(3,012,798)
(245)
(245)
(3,013,043)
(3,013,043)
Share based payments expense
-
14,422
14,422
Balance at 30 June 2019
45,474,507
(43,920,864)
508,436
2,162,079
(159,820)
2,002,259
The accompanying notes form part of, and should be read in conjunction with, these financial statements.
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STATEMENT OF CASH FLOWS
for the year ended 30 June 2019
BPH ENERGY LIMITED AND IT’S CONTROLLED ENTITIES
Cash flows from operating activities
Payments to suppliers and employees
Interest received
Interest paid
Note
Consolidated
2019
$
2018
$
(488,458)
(467,999)
1,805
(774)
2,836
(1,805)
Net cash used in operating activities
17(a)
(487,427)
(466,968)
Cash flows from investing activities
Loans to other entities
Net cash used in investing activities
Cash flows from financing activities
Proceeds from issue of securities (net of share issue
costs)
Repayment of borrowings
17(c)
Net cash provided by financing activities
Net (decrease) / increase in cash held
Cash and cash equivalents at the beginning of the
financial year
Cash and cash equivalents at the end of the
financial year
(505,000)
(505,000)
(68,000)
(68,000)
1,112,529
492,778
(130,000)
982,529
(9,898)
447,214
(124,254)
368,524
(166,444)
613,658
17(b)
437,316
447,214
The accompanying notes form part of, and should be read in conjunction with, these financial statements.
2323
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HEALTH TECHNOLOGY RESOURCES
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 30 June 2019
BPH ENERGY LIMITED AND IT’S CONTROLLED ENTITIES
1. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES
Corporate Information
The financial report includes the consolidated financial statements and the notes of BPH Energy Limited and its
controlled entities (‘consolidated entity’ or ‘Group’).
BPH Energy Limited is a Company incorporated and domiciled in Australia and listed on the Australian
Securities Exchange. The financial report was authorised for issue on 30 September 2019 by the board of
directors.
Basis of Preparation
The financial report is a general purpose financial report that has been prepared in accordance with Australian
Accounting Standards other authoritative pronouncements of the Australian Accounting Standards Board
(“AASB”) and the Corporations Act 2001. BPH Energy Ltd is a for-profit entity for the purpose of preparing the
financial statements.
Australian Accounting Standards set out accounting policies that the AASB has concluded would result in a
financial report containing relevant and reliable information about transactions, events and conditions to which
they apply. Material accounting policies adopted in the preparation of this financial report are presented below.
They have been consistently applied unless otherwise stated. The financial report has been prepared on an
accruals basis and is based on historical costs, modified, where stated below.
Financial Position
The consolidated entity has reported a net loss after tax for the year ended 30 June 2019 of $3,013,043 (2018:
loss of $1,506,758) and has a net cash outflow from operating activities of $487,427 (2018: outflow of $466,968).
Revenue increased by 17.8% to $278,227 as the company continued to accrue interest on its secured loans to
its investee companies. The net profit from ordinary activities after tax is after recognising (i) a fair value gain
of $280,372 (2018: $Nil) (ii) $Nil impairment charge with respect to Advent Energy Limited (2018: charge of
$1,003,001) (iii) $332,102 consulting and legal costs (2018: $311,680) and; (iv) loan provisions of $2,889,033 (2018:
$77,155). The consolidated entity has a working capital deficit of $941,825 (2018: deficit $1,101,201). The net
assets of the consolidated entity decreased by $1,559,556 to $2,002,259 at 30 June 2019.
Included in trade creditors and payables is current director fee accruals of $812,783 (2018: $765,027). The directors
have reviewed their expenditure and commitments for the consolidated entity and have implemented methods
of costs reduction. The directors as a part of their cash monitoring, have voluntarily suspended cash payments for
their directors’ fees to conserve cash resources. Subsequent to year end Grandbridge Limited has confirmed that
the $200,086 loans provided to the consolidated entity at 30 June 2019 will not be called upon for repayment if
the BPH directors are of the opinion that such an action would compromise BPH’s financial solvency.
The directors have prepared cash flow forecasts, including potential capital raisings, which indicate that the
consolidated entity should have sufficient cash flows for a period of at least 12 months from the date of this
report. Based on the cash flow forecasts including directors voluntarily suspending cash payments for their
director fees the directors are satisfied that, the going concern basis of preparation is appropriate. The financial
report has therefore been prepared on a going concern basis, which assumes continuity of normal business
activities and the realisation of assets and the settlement of liabilities in the ordinary course of business.
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BPH Energy I Annual Report 2018
Should the consolidated entity not be successful in raising additional funds through the issue of new equity,
should the need arise there is a material uncertainty that may cast significant doubt as to whether or not
the consolidated entity will be able to continue as a going concern and therefore, whether it will realise its
assets and discharge its liabilities as and when they fall due and in the normal course of business and at the
amounts stated in the financial report. The financial statements do not include any adjustments relative to the
recoverability and classification of recorded asset amounts or, to the amounts and classification of liabilities that
might be necessary should the entity not continue as a going concern.
Compliance with IFRS
The consolidated financial statements of BPH Energy Limited Group comply with International Financial
Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB).
Accounting Policies
(a)
Principles of Consolidation
(i) Subsidiaries
Subsidiaries are all entities (including structured entities) over which the Group has control. The Group
controls an entity when the Group is exposed to, or has rights to, variable returns from its involvement
with the entity and has the ability to affect those returns through its power to direct the activities of the
entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group.
They are deconsolidated from the date that control ceases.
A list of controlled entities is contained in Note 16 to the financial statements. All controlled entities
have a June financial year-end.
As at reporting date, the assets and liabilities of all controlled entities have been incorporated into the
consolidated financial statements as well as their results for the year then ended.
The results of subsidiaries acquired or disposed of during the year are included in the consolidated
statement of profit or loss and other comprehensive income from the effective date of acquisition and
up to the effective date of disposal, as appropriate. The acquisition method of accounting is used to
account for business combinations by the Group.
Intercompany transactions, balances and unrealised gains on transactions between Group companies
are eliminated. Unrealised losses are also eliminated unless the transaction provides evidence of an
impairment of the transferred asset. Accounting policies of subsidiaries have been changed where
necessary to ensure consistency with the policies adopted by the Group.
Non-controlling interests in the results and equity of subsidiaries are shown separately in the
consolidated statement of profit or loss and other comprehensive income, statement of changes in
equity and statement of financial position respectively.
(ii) Changes in ownership interests
Changes in the Group’s interests in subsidiaries that do not result in a loss of control are accounted for as
equity transactions. The carrying amounts of the Group’s interests and the non-controlling interests are
adjusted to reflect the changes in their relative interests in the subsidiaries. Any difference between the
amount by which the non-controlling interests are adjusted and the fair value of the consideration paid
or received is recognised directly in equity and attributed to owners of the Company.
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HEALTH TECHNOLOGY RESOURCES
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 30 June 2019
BPH ENERGY LIMITED AND IT’S CONTROLLED ENTITIES
When the Group loses control of a subsidiary, the profit or loss on disposal is calculated as the difference
between (i) the aggregate of the fair value of the consideration received and the fair value of any
retained interest and (ii) the previous carrying amount of the assets (including goodwill), and liabilities of
the subsidiary and any non-controlling interests. Amounts previously recognised in other comprehensive
income in relation to the subsidiary are accounted for (i.e. reclassified to profit or loss or transferred
directly to retained earnings) in the same manner as would be required if the relevant assets or liabilities
were disposed of. The fair value of any investment retained in the former subsidiary at the date when
control is lost is regarded as the fair value on initial recognition for subsequent accounting under AASB
139 Financial Instruments: Recognition and Measurement or, when applicable, the cost on initial
recognition of an investment in an associate or jointly controlled entity.
(b)
Income Tax
The charge for current income tax expense is based on the profit for the year adjusted for any non-assessable or
disallowed items. It is calculated using the tax rates that have been enacted or are substantially enacted by the
statement of financial position date.
Deferred tax is accounted for using the statement of financial position liability method in respect of temporary
differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial
statements. No deferred income tax will be recognised from the initial recognition of an asset or liability,
excluding a business combination, where there is no effect on accounting or taxable profit or loss.
Deferred tax is calculated at the tax rates that are expected to apply to the period when the asset is realised or
liability is settled. Deferred tax is recognised in the statement of profit or loss and other comprehensive income
except where it relates to items that may be recognised directly to equity, in which case the deferred tax is
adjusted directly against equity.
Deferred income tax assets are recognised to the extent that it is probable that future tax profits will be available
against which deductible temporary differences or unused tax losses and tax credits can be utilised.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets
and liabilities and when the deferred tax balances relate to the same taxation authority. Current tax assets and
tax liabilities are offset where the Company has a legally enforceable right to offset and intends either to settle
on a net basis, or to realise the asset and settle the liability simultaneously.
The amount of benefits brought to account or which may be realised in the future is based on the assumption
that no adverse change will occur in income taxation legislation and the anticipation that the Company will
derive sufficient future assessable income to enable the benefit to be realised and comply with the conditions of
deductibility imposed by the law.
Tax incentives
The Company may be entitled to claim special tax deductions in relation to qualifying expenditure. As the
Company is not in a position to recognise current income tax payable or current tax expense, a refundable tax
offset will be received in cash and recognised as rebate revenue in the period the underlying expenses have
been incurred.
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(c) Property, Plant & Equipment
Each class of property, plant and equipment is carried at cost less, where applicable, any accumulated
depreciation and impairment losses.
Plant and equipment
Plant and equipment are measured on the cost basis.
The carrying amount of plant and equipment is reviewed annually by directors to ensure it is not in excess of the
recoverable amount from these assets. The recoverable amount is assessed on the basis of the expected net cash
flows that will be received from the assets employment and subsequent disposal. The expected net cash flows
have been discounted to their present values in determining recoverable amounts.
The cost of fixed assets constructed within the Company includes the cost of materials, direct labour, borrowing
costs and an appropriate proportion of fixed and variable overheads.
Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate,
only when it is probable that future economic benefits associated with the item will flow to the Group and the
cost of the item can be measured reliably. All other repairs and maintenance are charged to the statement of
profit or loss and other comprehensive income during the financial period in which they are incurred.
Depreciation
The depreciable amount of fixed assets is depreciated on a straight-line basis over their useful lives.
The depreciation rates used for each class of depreciable assets are:
Depreciation Rate
15 - 33 %
Class of Fixed Asset
Plant and equipment
The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at each statement of
financial position date.
An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount
is greater than its estimated recoverable amount.
Gains and losses on disposals are determined by comparing proceeds with the carrying amount. These gains
and losses are included in the statement of profit or loss. When revalued assets are sold, amounts included in
the revaluation reserve relating to that asset are transferred to retained earnings.
(d)
Financial Instruments
Current Year
Recognition and derecognition
Financial assets and financial liabilities are recognised when the Group becomes a party to the contractual
provisions of the financial instrument. Financial assets are derecognised when the contractual rights to the cash
flows from the financial asset expire, or when the financial asset and substantially all the risks and rewards are
transferred. A financial liability is derecognised when it is extinguished, discharged, cancelled or expires.
Classification and initial measurement of financial assets
Except for those trade receivables that do not contain a significant financing component and are measured at
the transaction price in accordance with AASB 15, all financial assets are initially measured at fair value adjusted
for transaction costs (where applicable). For the purpose of subsequent measurement, financial assets, other
than those designated and effective as hedging instruments, are classified into the following categories:
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HEALTH TECHNOLOGY RESOURCES
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 30 June 2019
BPH ENERGY LIMITED AND IT’S CONTROLLED ENTITIES
fair value through profit or loss (FVTPL)
> amortised cost
>
> equity instruments at fair value through other comprehensive income (FVOCI)
> debt instruments at fair value through other comprehensive income (FVOCI).
All income and expenses relating to financial assets that are recognised in profit or loss are presented within
finance costs, finance income or other financial items, except for impairment of trade receivables which is
presented within other expenses.
The classification is determined by both:
>
>
the entity’s business model for managing the financial asset, and
the contractual cash flow characteristics of the financial asset.
Subsequent measurement of financial assets
(i)
Financial assets at amortised cost
Financial assets are measured at amortised cost if the assets meet the following conditions (and are not
designated as FVTPL):
>
they are held within a business model whose objective is to hold the financial assets to collect its contractual
cash flows
the contractual terms of the financial assets give rise to cash flows that are solely payments of principal and
interest on the principal amount outstanding.
>
After initial recognition, these are measured at amortised cost using the effective interest method. Discounting
is omitted where the effect of discounting is immaterial. The Group’s cash and cash equivalents, trade and most
other receivables fall into this category of financial instruments.
(ii)
Financial assets at fair value through profit or loss (FVTPL)
Financial assets that are held within a different business model other than ‘hold to collect’ or ‘hold to collect
and sell’ are categorised at fair value through profit and loss. Further, irrespective of business model financial
assets whose contractual cash flows are not solely payments of principal and interest are accounted for at
FVTPL. All derivative financial instruments fall into this category, except for those designated and effective
as hedging instruments, for which the hedge accounting requirements apply. The category also contains an
equity investment. The Group accounts for the investment at FVTPL and did not make the irrevocable election
to account for the investment in unlisted and listed equity securities at fair value through other comprehensive
income (FVOCI). The fair value was determined in line with the requirements of AASB 9, which does not allow
for measurement at cost. Assets in this category are measured at fair value with gains or losses recognised in
profit or loss. The fair values of financial assets in this category are determined by reference to active market
transactions or using a valuation technique where no active market exists.
(iii)
Equity instruments at fair value through other comprehensive income (Equity FVOCI)
Investments in equity instruments that are not held for trading are eligible for an irrevocable election at
inception to be measured at FVOCI. Under Equity FVOCI, subsequent movements in fair value are recognised
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BPH Energy I Annual Report 2018
BPH Energy I Annual Report 2018
in other comprehensive income and are never reclassified to profit or loss. Dividend from these investments
continue to be recorded as other income within the profit or loss unless the dividend clearly represents return
of capital. This category includes unlisted equity securities that were previously classified as ‘available-for-sale’
under AASB 139. Any gains or losses recognised in other comprehensive income (OCI) are not recycled upon
derecognition of the asset.
(iv)
Debt instruments at fair value through other comprehensive income (Debt FVOCI)
Financial assets with contractual cash flows representing solely payments of principal and interest and held
within a business model of collecting the contractual cash flows and selling the assets are accounted for at debt
FVOCI. The Group accounts for financial assets at FVOCI if the assets meet the following conditions:
>
they are held under a business model whose objective it is to “hold to collect” the associated cash flows and
sell financial assets; and
the contractual terms of the financial assets give rise to cash flows that are solely payments of principal and
interest on the principal amount outstanding.
>
Any gains or losses recognised in other comprehensive income (OCI) will be recycled upon derecognition of the
asset.
Impairment of financial assets
AASB 9’s impairment requirements use more forward-looking information to recognise expected credit losses
– the ‘expected credit loss (ECL) model’. This replaced AASB 139’s ‘incurred loss model’. Instruments within the
scope of the new requirements included loans and other debt-type financial assets measured at amortised cost
and FVOCI, trade receivables, contract assets recognised and measured under AASB 15 and loan commitments
and some financial guarantee contracts (for the issuer) that are not measured at fair value through profit or loss.
Recognition of credit losses is no longer dependent on the Group first identifying a credit loss event. Instead
the Group considers a broader range of information when assessing credit risk and measuring expected credit
losses, including past events, current conditions, reasonable and supportable forecasts that affect the expected
collectability of the future cash flows of the instrument.
In applying this forward-looking approach, a distinction is made between:
> financial instruments that have not deteriorated significantly in credit quality since initial recognition or that
have low credit risk (‘Level 1’) and
> financial instruments that have deteriorated significantly in credit quality since initial recognition and whose
credit risk is not low (‘Level 2’).
‘Level 3’ would cover financial assets that have objective evidence of impairment at the reporting date.
>
‘12-month expected credit losses’ are recognised for the first category while ‘lifetime expected credit losses’ are
recognised for the second category. Measurement of the expected credit losses is determined by a probability-
weighted estimate of credit losses over the expected life of the financial instrument.
Trade and other receivables and contract assets
The Group makes use of a simplified approach in accounting for trade and other receivables as well as contract
assets and records the loss allowance as lifetime expected credit losses. These are the expected shortfalls
in contractual cash flows, considering the potential for default at any point during the life of the financial
instrument. In calculating, the Group uses its historical experience, external indicators and forward-looking
information to calculate the expected credit losses using a provision matrix. The Group assess impairment of
trade receivables on a collective basis as they possess shared credit risk characteristics they have been grouped
based on the days past due.
Classification and measurement of financial liabilities
The Group’s financial liabilities include borrowings, trade and other payables and derivative financial instruments.
2929
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BPH Energy I Annual Report 2018
HEALTH TECHNOLOGY RESOURCES
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 30 June 2019
BPH ENERGY LIMITED AND IT’S CONTROLLED ENTITIES
Financial liabilities are initially measured at fair value, and, where applicable, adjusted for transaction costs unless
the Group designated a financial liability at fair value through profit or loss. Subsequently, financial liabilities are
measured at amortised cost using the effective interest method except for derivatives and financial liabilities
designated at FVTPL, which are carried subsequently at fair value with gains or losses recognised in profit or loss
(other than derivative financial instruments that are designated and effective as hedging instruments).
Prior Year
Recognition and Initial Measurement
Financial instruments, incorporating financial assets and financial liabilities, are recognised when the Company
becomes a party to the contractual provisions of the instrument. Trade date accounting is adopted for financial
assets that are delivered within timeframes established by marketplace convention.
Financial instruments are initially measured at fair value plus transactions costs where the instrument is not
classified as at fair value through profit or loss. Transaction costs related to instruments classified as at fair
value through profit or loss are expensed to profit or loss immediately. Financial instruments are classified and
measured as set out below.
Derecognition
Financial assets are derecognised where the contractual rights to receipt of cash flows expires or the asset is
transferred to another party whereby the Company is no longer has any significant continuing involvement
in the risks and benefits associated with the asset. Financial liabilities are derecognised where the related
obligations are either discharged, cancelled or expire. The difference between the carrying value of the financial
liability extinguished or transferred to another party and the fair value of consideration paid, including the
transfer of non-cash assets or liabilities assumed, is recognised in profit or loss.
Classification and Subsequent Measurement
(i) Financial assets at fair value through profit or loss
Financial assets are classified at fair value through profit or loss when they are held for trading for the purpose
of profit taking, where they are derivatives not held for cash flow hedging purposes, or designated as such
to avoid an accounting mismatch or to enable performance evaluation where a Group of financial assets
is managed by key management personnel on a fair value basis in accordance with a documented risk
management or investment strategy. Realised and unrealised gains and losses arising from changes in fair
value are included in profit or loss in the period in which they arise.
(ii) Loans and receivables
Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not
quoted in an active market and are subsequently measured at amortised cost using the effective interest rate
method.
(iii) Available-for-sale financial assets
Available-for-sale (“AFS”) financial assets are non-derivative financial assets that are either designated as such
or that are not classified in any of the other categories.
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BPH Energy I Annual Report 2018
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Listed shares held by the Group that are traded in an active market are classified as AFS and are stated at
fair value. The Group also has investments in unlisted shares that are not traded in an active market but that
are also classified as AFS financial assets and stated at fair value (because the directors consider that fair
value can be reliably measured). Gains and losses arising from changes in fair value are recognised in other
comprehensive income and accumulated in the investments revaluation reserve, with the exception of
impairment losses, interest calculated using the effective interest method, and foreign exchange gains and
losses on monetary assets, which are recognised in profit or loss.
(iv) Financial liabilities
Non-derivative financial liabilities are subsequently measured at amortised cost using the effective interest
rate method.
Fair value
Fair value is determined based on current bid prices for all quoted investments. Valuation techniques are
applied to determine the fair value for all unlisted securities, including recent arm’s length transactions,
reference to similar instruments and valuation models using non-market inputs prepared by independent
experts.
Impairment
At each reporting date, the Group assesses whether there is objective evidence that a financial instrument has
been impaired. In the case of available-for-sale equity financial instruments, a significant or prolonged decline
in the value of the instrument below cost is considered to determine whether an impairment has arisen.
Impairment losses are recognised in the statement of profit or loss and other comprehensive income.
Assets carried at amortised cost
For loans and receivables, the amount of the loss is measured as the difference between the asset’s carrying
amount and the present value of estimated future cash flows (excluding future credit losses that have not been
incurred) discounted at the financial asset’s original effective interest rate. The carrying amount of the asset is
reduced and the amount of the loss is recognised in profit or loss. If a loan or held-to-maturity investment has
a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate
determined under the contract. As a practical expedient, the Group may measure impairment on the basis of an
instrument’s fair value using an observable market price.
If, in a subsequent period, the amount of the impairment loss decreases and the decrease can be related
objectively to an event occurring after the impairment was recognised (such as an improvement in the debtor’s
credit rating), the reversal of the previously recognised impairment loss is recognised in profit or loss.
Assets classified as available-for-sale
If there is objective evidence of impairment for available-for-sale financial assets, the cumulative loss – measured
as the difference between the acquisition cost and the current fair value, less any impairment loss on that
financial asset previously recognised in profit or loss – is removed from equity and recognised in profit or loss.
Impairment losses on equity instruments that were recognised in profit or loss are not reversed through profit or
loss in a subsequent period.
If the fair value of a debt instrument classified as available-for-sale increases in a subsequent period and the
increase can be objectively related to an event occurring after the impairment loss was recognised in profit or
loss, the impairment loss is reversed through profit or loss.
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BPH Energy I Annual Report 2018
HEALTH TECHNOLOGY RESOURCES
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 30 June 2019
BPH ENERGY LIMITED AND IT’S CONTROLLED ENTITIES
(e)
Impairment of Assets
The Group reviews non-financial assets, other than deferred tax assets, at each reporting date to determine
whether there is any indication of impairment. If any such indication exists, then the asset’s recoverable amount
is estimated. For goodwill, and intangible assets that have indefinite useful lives or that are not yet available for
use, the recoverable amount is estimated each year at the same time.
The recoverable amount of an asset or cash-generating unit is the greater of its value in use and its fair value
less costs to sell. In assessing value in use, the estimated future cash flows are discounted to their present value
using a pre-tax discount rate that reflects current market assessments of the time value of money and the
risks specific to the asset. For the purpose of impairment testing, assets that cannot be tested individually are
Grouped together into the smallest Group of assets that generates cash inflows from continuing use that are
largely independent of the cash inflows of other assets or Groups of assets (the “cash-generating unit” or “CGU”).
An impairment loss is recognised if the carrying amount of an asset or its CGU exceeds its estimated recoverable
amount. Impairment losses are recognised in profit or loss. Impairment losses recognised in respect of CGUs
are allocated first to reduce the carrying amount of any goodwill allocated to the units, and then to reduce the
carrying amounts of the other assets in the unit (Group of units) on a pro rata basis.
An impairment loss in respect of goodwill is not reversed. In respect of other assets, impairment losses
recognised in prior periods are assessed at each reporting date for any indications that the loss has decreased or
no longer exists. An impairment loss is reversed if there has been a change in the estimates used to determine
the recoverable amount. An impairment loss is reversed only to the extent that the asset’s carrying amount does
not exceed the carrying amount that would have been determined, net of depreciation or amortisation, if no
impairment loss had been recognised.
(f)
Intangibles
Research
Expenditure during the research phase of a project is recognised as an expense when incurred.
Patents and Trademarks
Patents and trademarks are recognised at cost of acquisition. Patents and trademarks have a finite life and
are carried at cost less any accumulated amortisation and any impairment losses. Patents and trademarks are
amortised over their useful life of 10 years.
(g)
Employee Benefits
Provision is made for the Company’s liability for employee benefits arising from services rendered by employees
to balance date. Short term employee benefits have been measured at the amounts expected to be paid when
the liability is settled, plus related on-costs. Long term employee benefits have been measured at the present
value of the estimated future cash outflows to be made for those benefits using the corporate bond rate.
(h)
Provisions
Provisions are recognised when the Group has a legal or constructive obligation, as a result of past events, for
which it is probable that an outflow of economic benefits will result and that outflow can be reliably measured.
3232
BPH Energy I Annual Report 2018
BPH Energy I Annual Report 2018
(i)
Cash and Cash Equivalents
Cash and cash equivalents include cash on hand, deposits held at call with banks, other short-term highly liquid
investments, and bank overdrafts. Bank overdrafts are shown within short-term borrowings in current liabilities
on the statement of financial position.
(j)
Investments in Associates
Associates are all entities over which the Group has significant influence but not control or joint control,
generally accompanying a shareholding of between 20% and 50% of the voting rights. Investments in associates
are accounted for in the parent entity financial statements using the cost method and in the consolidated
financial statements using the equity method of accounting, after initially being recognised at cost. The equity
method of accounting recognises the Group’s share of post-acquisition reserves of its associates.
The Group’s share of its associates’ post-acquisition profits or losses is recognised in the profit or loss, and its
share of post-acquisition movements in reserves is recognised in other comprehensive income. The cumulative
post-acquisition movements are adjusted against the carrying amount of the investment.
Dividends receivable from associates are recognised in the parent entity’s profit or loss, while in the consolidated
financial statements they reduce the carrying amount of the investment. When the Group’s share of losses in an
associate equals or exceeds its interest in the associate, including any other unsecured long-term receivables, the
Group does not recognise further losses, unless it has incurred obligations or made payments on behalf of the
associate.
Unrealised gains on transactions between the Group and its associates are eliminated to the extent of the
Group’s interest in the associates. Unrealised losses are also eliminated unless the transaction provides evidence
of an impairment of the asset transferred. Accounting policies of associates have been changed where necessary
to ensure consistency with the policies adopted by the Group. Where an investment is classified as a financial
asset in accordance with AASB 9, at the date significant influence is achieved, the fair value of the investment
needs to be assessed. Any fair value gains are recognised in accordance with the treatment the classification the
financial asset as required by AASB 9.
Any excess of the cost of acquisition over the Group’s share of the net fair value of the identifiable assets,
liabilities and contingent liabilities of the associate recognised at the date of acquisition is recognised as
goodwill, which is included within the carrying amount of the investment. Any excess of the Group’s share of
the net fair value of the identifiable assets, liabilities and contingent liabilities over the cost of acquisition, after
reassessment, is recognised immediately in profit or loss.
The consolidated entity discontinues the use of the equity method from the date when the investment ceases to
be an associate or a joint venture, or when the investment is classified as held for sale. When the a consolidated
entity retains an interest in the former associate or joint venture and the retained interest is a financial asset, the
consolidated entity measures the retained interest at fair value at that date and the fair value is regarded as its
fair value on initial recognition in accordance with AASB 9. The difference between the carrying amount of the
associate or joint venture at the date the equity method was discontinued, and the fair value of any retained
interest and any proceeds from disposing of a part interest in the associate or joint venture is included in the
determination of the gains or loss on disposal of the associate or joint venture. In addition, the consolidated
entity accounts for all amounts previously recognised other comprehensive income in relation to that associate
or joint venture on the same basis as would be required if that associate or joint venture had directly disposed
of the related assets or liabilities. Therefore, if a gain or loss recognised in other comprehensive income by that
associate or joint venture would be reclassified to profit or loss on the disposal of the related assets or liabilities,
the consolidated entity reclassifies the gain or loss from equity to profit or loss (as a reclassification adjustment)
when the equity method is discontinued.
3333
BPH Energy I Annual Report 2018
BPH Energy I Annual Report 2018
HEALTH TECHNOLOGY RESOURCES
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 30 June 2019
BPH ENERGY LIMITED AND IT’S CONTROLLED ENTITIES
(k)
Revenue and Other Income
Interest revenue is recognised when it is probable that the economic benefits will flow to the Group and the
amount of revenue can be measured reliably. Interest revenue is accrued on a timely basis, by reference to the
principal outstanding and at the effective interest rate applicable.
Dividend revenue is recognised when the right to receive a dividend has been established.
Revenue from the rendering of a service is recognised by reference to the stage of completion of the contract.
All revenue is stated net of the amount of goods and services tax (“GST”).
(l)
Goods and Services Tax
Revenues, expenses and assets are recognised net of the amount of GST, except where the amount of GST
incurred is not recoverable from the Australian Tax Office. In these circumstances the GST is recognised as part
of the cost of acquisition of the asset or as part of an item of the expense. Receivables and payables in the
statement of financial position are shown inclusive of GST. Cash flows are presented in the cash flow statement
on a gross basis, except for the GST component of investing and financing activities, which are disclosed as
operating cash flows.
(m)
Trade and other payables
Liabilities are recognised for amounts to be paid in the future for goods or services received, whether or not
billed to the consolidated entity. The amounts are unsecured and are usually paid within 45 days. Trade and
other payables are recognised at amortised cost.
(n)
Share based payments
The fair value of options granted under the Company’s Employee Option Plan is recognised as an employee
benefit expense with a corresponding increase in equity. The fair value is measured at grant date and recognized
over the period during which the employees become unconditionally entitled to the options and the fiar value
of shares and options issued to consultants is measured at the fair value of services received.
The fair value at grant date is independently determined using an appropriate option pricing model that takes
into account the exercise price, the term of the option, the vesting and performance criteria, the impact of
dilution, the share price at grant date and expected volatility of the underlying share, the expected dividend
yield and risk free interest rate for the term of the option.
The fair value of the options granted excludes the impact of any non-market vesting conditions (for example,
profitability and sales growth targets). Non-market vesting conditions are included in assumptions about the
number of options that are expected to vest. At each statement of financial position date, the entity revises its
estimate of the number of options that are expected to vest. The employee benefit expense recognised each
period takes into account the most recent estimate. Upon the exercise of options, the balance of the share-
based payments reserve relating to those options is transferred to share capital.
3434
BPH Energy I Annual Report 2018
BPH Energy I Annual Report 2018
(o)
Segment reporting
Operating segments are reported in a manner consistent with the internal reporting provided to the chief
operating decision maker, the directors (see Note 23).
(p)
Earnings per share
Basic earnings per share (“EPS”) is calculated as net profit / loss attributable to members, adjusted to exclude
costs of servicing equity (other than dividends) and preference share dividends, divided by the weighted average
number of ordinary shares, adjusted for any bonus element. Diluted earnings per share adjusts the figures used
in the determination of basic earnings per share to take into account the after income tax effect of interest and
other financing costs associated with dilutive potential ordinary shares, and the weighted average number of
additional ordinary shares that would have been outstanding assuming the conversion of all dilutive potential
ordinary shares.
(q)
Critical accounting estimates and judgments
The directors evaluate estimates and judgments incorporated into the financial report based on historical
knowledge and best available current information. Estimates assume a reasonable expectation of future events
and are based on current trends and economic data, obtained both externally and within the Group.
Key judgements — Provision for Impairment of loan receivables
Included in the accounts of the consolidated entity are loan receivables of $162,564 (2018: $2,295,029). The
Company recognized a provision of $2,889,033 against its loans in the reporting period (2018: provision of
$77,155).
Key judgements — Investment in Advent Energy Ltd (“Advent”)
As of 1 January 2017 a judgement was made that, despite owning 27% of Advent, the Company no longer
exercised significant influence over Advent and it ceased to be treated as an associate entity from that date. In
particular, the Company was not involved in the operational decision making of Advent and did not have access
to its operational and financial records. As a consequence of a legal settlement reached in August 2019 and
David Breeze’s confirmation as a director of Advent the Company has resumed significant influence over Advent
Energy Limited. The Company currently has a 22.6% direct interest in Advent, and, as part of the legal settlement
reached with MEC in August 2019, if at any time before 23 July 2021 Advent has less than 51 members then
MEC will, upon written request by BPH, execute an irrevocable proxy in favour of BPH in respect of all business to
be considered at any meeting of members of Advent.
An impairment charge of $Nil (2018: charge of $1,003,001) has been recognised against this investment in
respect of the current reporting period.
Key estimates - Investment in Molecular Discovery Systems
The investment in Molecular Discovery Systems Limited is carried at fair value, refer to Note 10.
Key estimates - Investment in Cortical
The investment in Cortical is carried at fair value, refer to Note 9.
(r)
Application of New and Revised Accounting Standards
Standards and Interpretations in issue not yet adopted
The Directors have reviewed new accounting standards and interpretations that have been published that are
not mandatory for 30 June 2019 reporting periods. As a result of this review, the Directors have determined
that there is no material impact of the new and revised Standards and Interpretations on the Company and,
therefore, no material change is likely to company accounting policies.
3535
BPH Energy I Annual Report 2018
BPH Energy I Annual Report 2018
HEALTH TECHNOLOGY RESOURCES
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 30 June 2019
BPH ENERGY LIMITED AND IT’S CONTROLLED ENTITIES
AASB 16 Leases
AASB 16 replaces AASB 117 Leases. AASB 16 removes the classification of leases as either operating leases of
finance leases-for the lessee – effectively treating all leases as finance leases. AASB 16 is applicable to annual
reporting periods beginning on or after 1 July 2019.
Impact on operating leases
AASB 16 will change how the Group accounts for leases previously classified as operating leases under AASB
117, which were off-balance sheet. The Group has elected not to early adopt AASB 16 but has conducted an
assessment of the impact of the new standard and have determined that there is no material impact.
Impact on finance leases
The main differences between AASB 16 and AASB 117 with respect to assets formerly held under a finance lease
is the measurement of the residual value guarantees provided by the lessee to the lessor. The consolidated entity
does not have any finance leases.
Standards and Interpretations applicable to 30 June 2019
In the 12 month period ended 30 June 2019, the Directors have reviewed all of the new and revised Standards
and Interpretations issued by the AASB that are relevant to the Company and effective for the current annual
reporting period.
AASB 9 Financial Instruments
AASB 9 replaces AASB 139 Financial Instruments: Recognition and Measurement and makes changes to a
number of areas including classification of financial instruments, measurement, impairment of financial assets
and hedge accounting model.
Financial instruments are classified as either held at amortised cost or fair value. Financial instruments are
carried at amortised cost if the business model concept can be satisfied. All equity instruments are carried at fair
value and the cost exemption under AASB 139 which was used where it was not possible to reliably measure
the fair value of an unlisted entity has been removed. Equity instruments which are non-derivative and not held
for trading may be designated as fair value through other comprehensive income (FVOCI). Previously classified
available-for-sale investments, now carried at fair value are exempt from impairment testing and gains or loss on
sale are no longer recognised in profit or loss. The AASB 9 impairment model is based on expected loss at day 1
rather than needing evidence of an incurred loss, this is likely to cause earlier recognition of bad debt expenses.
Most financial instruments held at fair value are exempt from impairment testing. The company has applied
AASB 9 with the effect of initially applying this standard recognised at the date of initial application, being 1 July
2018 and has elected not to restate comparative information Accordingly, the information presented for 30 June
2018 has not been restated.
An expected credit loss provision of $2,823,038 was recognised during the year on the loans with Cortical.
3636
BPH Energy I Annual Report 2018
BPH Energy I Annual Report 2018
(r)
Application of New and Revised Accounting Standards
AASB 15 Revenue from Contracts with Customers
AASB 15 replaces AASB 118 Revenue and AASB 111 Construction Contracts and related interpretations and
it applies to all revenue arising from contracts with customers, unless those contracts are in the scope of other
standards. AASB 15 establishes a comprehensive framework for determining whether, how much and when
revenue is recognised, including in respect of multiple element arrangements. The core principle of AASB 15 is
that it requires identification of discrete performance obligations within a transaction and associated transaction
price allocation to these obligations, Revenue is recognised upon satisfaction of these performance obligations,
which occur when control of goods or services is transferred, rather than on transfer of risks or rewards.
Revenue received for a contract that includes a variable amount is subject to revised conditions for recognition,
whereby it must be highly probable that no significant reversal of the variable component may occur when the
uncertainties around its measurement are removed.
There is no material impact to profit or loss or net assets on the adoption of this new standard in the current or
comparative years.
3737
BPH Energy I Annual Report 2018
BPH Energy I Annual Report 2018
HEALTH TECHNOLOGY RESOURCES
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 30 June 2019
BPH ENERGY LIMITED AND IT’S CONTROLLED ENTITIES
2. Revenue
Revenue
Interest revenue: other entities
Interest revenue : cash accounts
Other Income
Loan establishment fees
3. Expenses Included in Profit / (Loss) for the Year
Impairment Charge
Investment in unlisted entity – Advent
Fair value gain
Fair value loss on listed investments
Fair value gain on unlisted investments
4. Earnings per Share
Consolidated
2019
$
2018
$
276,422
1,805
278,227
17,625
17,625
233,455
2,369
235,824
3,720
3,720
-
-
1,003,000
1,003,000
(72,222)
352,594
280,372
-
-
-
Total earnings attributable to ordinary equity holders of the Company
(3,012,798)
(1,505,840)
Earnings used in the calculation of basic earnings per share and diluted
earnings per share
(3,012,798)
(1,505,840)
For Earnings Per Share (cents per share)
From continuing operations
(0.17)
(0.17)
(0.20)
(0.20)
Total basic earnings per share and diluted earnings per share
Number
Number
Weighted average number of ordinary shares outstanding during the
year used in calculating EPS
1,790,200,291
742,486,388
3838
BPH Energy I Annual Report 2018
BPH Energy I Annual Report 2018
5. Key Management Personnel Compensation
Names and positions held of economic and parent entity key management personnel in office at any time
during the financial year are:
D L Breeze - Executive Chairman, Managing Director and Company Director
C Maling -
A Huston -
Non Executive Director
Non Executive Director
Short term employee benefits
Post-employment benefits - superannuation
Consulting fee
Share based payments
Consolidated
2019
$
2018
$
99,335
100,000
665
110,000
20,000
-
98,000
1,434
230,000
199,434
Included in trade and other payables is current and former director and consulting fee accruals of $1,310,055 (30
June 2018: $1,265,496).
Director
David Breeze
Charles Maling
Tony Huston
Directors who have previously resigned
Balance owing at 30 June 2019
Amount owing
30 June 2019 $
727,400
42,637
42,746
497,272
1,310,055
Key management personnel remuneration has been included in the Remuneration Report section of the
Directors Report.
6. Auditors’ Remuneration
Remuneration of the auditor of the parent entity for:
- auditing or reviewing the financial report
HLB Mann Judd
22,656
25,161
Consolidated
2019
$
2018
$
3939
BPH Energy I Annual Report 2018
BPH Energy I Annual Report 2018
HEALTH TECHNOLOGY RESOURCES
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 30 June 2019
BPH ENERGY LIMITED AND IT’S CONTROLLED ENTITIES
7. Cash and Cash Equivalents
Cash at Bank and in hand
Consolidated
2019
$
2018
$
437,316
437,316
447,214
447,214
Cash at bank earns interest at floating rates based on daily bank deposit rates
Reconciliation of cash
Cash at the end of the financial year as shown in the statement of cash flows is
reconciled to items in the statement of financial position as follows:
Cash and cash equivalents
437,316
447,214
8. Trade and other Receivables
Current
Other receivables
9. Financial Assets
Current
Unsecured loans to other entities (interest free):
MEC Resources Ltd
Secured loans to other entities (interest free):
Advent Energy Ltd
Investments in listed entities
MEC Resources Ltd (Level 1)
Non - current
Financial assets at fair value:
Secured loans to other entities:
Cortical Dynamics Limited
20,969
20,969
19,658
19,658
-
2,494
162,564
162,564
27,778
-
190,342
165,058
-
2,129,971
Investments in unlisted entities - Cortical Dynamics Limited (Level 2)
501,543
148,949
Investments in unlisted entities – Advent Energy Ltd (c) (Level 2)
2,006,000
2,006,000
2,507,543
4,284,920
4040
BPH Energy I Annual Report 2018
BPH Energy I Annual Report 2018
Loan receivables are stated net of the following provisions:
Cortical Dynamics Limited
Gross receivable – secured (b)
Gross receivable – unsecured (a)
Less provision
Molecular Discovery Systems Limited (d)
Gross receivable
Less provision
2,290,538
2,624,141
1,026,670
-
(3,317,208)
(494,170)
-
2,129,971
1,284,517
1,218,522
(1,284,517)
(1,218,522)
-
-
An expected credit loss provision of $2,823,038 was recognised during the year on the loans with Cortical. It is
anticipated that Cortical shareholders will be asked for approval to convert part of the Cortical loans to equity at
its upcoming 2019 Annual General Meeting.
(a) Subsequent to year end the Company has provided a letter confirming these amounts will not be called
upon for repayment for at least 12 months from signing the financial report or until such time the Cortical
is financially independent. The borrower has provided the Company with an option to convert the loans into
ordinary shares in the at the lower of $0.10 per share and the most recent share placement price achieved
by the borrower in the 6 months prior to conversion, being $0.10 per share. $532,500 of these loans have an
annual interest rate of 8% and the remainder are non-interest bearing.
(b) These loans are secured by a charge over all of the assets and undertakings of each entity and interest
bearing. Subject to the conditions of the agreements the Company has the right to conversion to satisfy the
debt on or before the termination date.
The Company has two convertible loan agreements with Cortical. One loan is for a maximum amount
of $500,000 at an interest rate of 8.16% per annum and is to be used for short term working capital
requirements. Subject to Cortical being admitted to the Official List BPH Energy has a right of conversion to
satisfy the debt on or before the termination date, being 19 July 2021. As at reporting date the loan had been
drawn down by an amount of $699,978, including capitalised interest (2018: $639,751). Interest charged on
the loan for the period was $60,227 (2018: $55,340).
On 28th February 2012 BPH Energy entered into a second convertible loan agreement with Cortical. The
facility is for an amount of $1,000,000 at an interest rate of 9.4% per annum. The loan will be used for short
term working capital requirements and funding further development of the BAR monitor. BPH Energy has a
right of conversion to satisfy the debt on or before the termination date, being 28 July 2021. As at reporting
date the loan had been drawn down by an amount of $1,590,560, including capitalised interest (2018:
$1,450,707). Interest charged on the loan for the period was $140,272 (2018: $183,559).
(c) As of 1 January 2017 a judgement was made that, despite a shareholding of 27%, the Company no longer
exercised significant influence over Advent Energy Ltd as required by the accounting standards and therefore
it has ceased to be treated as an associate of BPH Energy Limited from that date. As a consequence of a legal
settlement reached in August 2019 the Company has resumed significant influence over Advent Energy
Limited. The investment was accounted for as fair value through profit and loss at 30 June 2019.
In MEC Resources Limited’s (“MEC”) June 2019 Annual Financial Report it was stated that in order to maintain
an interest in the exploration tenements, the group is committed to meet the conditions under which the
tenements were granted. These are the subject of applications for variation that remains outstanding as at
the time of reporting. Capital expenditure forecasted for at the reporting date but not recognised as liabilities
within a period of one year was $12,750,000, and greater than one year and less than 5 years was $5,475,000.
4141
BPH Energy I Annual Report 2018
BPH Energy I Annual Report 2018
HEALTH TECHNOLOGY RESOURCES
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 30 June 2019
BPH ENERGY LIMITED AND IT’S CONTROLLED ENTITIES
Advent is continually seeking and reviewing potential sources of both equity and debt funding. Advent
is now embarking on a fresh marketing campaign to attract new investors and/or joint venture partners.
Management has confidence that a suitable outcome will be achieved however there is no certainty at this
stage that this will result in further funding being made available. Asset Energy Pty Ltd has invested over $25
million in the PEP11 title in recent history and, along with its JV partner Bounty Oil and Gas NL, is committed
to continuing to explore for and ultimately exploit any petroleum accumulations which may be identified in
this title area. If Advent is unable to source further funding for each of PEP11, RL1 and EP 386 each of these
permits are at risk.
The above conditions indicate a material uncertainty that may affect the ability of Advent to realise the
carrying value of the exploration assets in the ordinary course of business and may affect the ability of the
Company to realise the carrying value of its loan receivable and its investment in Advent in the ordinary
course of business.
On 17 September 2019 the Company announced that Advent has now terminated by mutual consent the RL
Energy Joint Venture Agreement for the PEP11 permit. As a result Advent, through wholly owned subsidiary
Asset Energy Pty Ltd, now holds an 85% interest and is operator of the permit (and RL Energy has no further
interest). Bounty Oil and Gas NL (ASX: BUY) holds the remaining 15%. The Joint Venture is now reviewing
the work program and evaluating proceeding with the drilling of a well at the Baleen drill target subject to
approvals of NOPTA and other regulatory authorities.
On 19 September 2019 the Company announced that Advent has been granted a renewal of Retention
Licence 1 (RL1) in the Northern Territory by the NT Department of Primary Industry and Resources for a
five-year term concluding in July 2023. Advent, through its wholly owned subsidiary Onshore Energy Pty Ltd,
holds a 100 % interest in RL1 and is operator of the Retention Licence. Advent, through Onshore Energy, also
holds 100% of EP 386 in addition to RL 1 in the onshore Bonaparte Basin in northern Australia. The Company
currently has a 22.6% direct interest in Advent. An impairment charge of $Nil (2018: charge of $1,003,001)
has been recognised against this investment.
(d) The Company has a convertible loan agreement with MDS at an interest rate of 7.69% per annum. The
loan is for a maximum amount of $500,000 and is to be used for short term working capital requirements.
Subject to MDS being admitted to the Official List of ASX (“Official List”), BPH Energy has a right of conversion
to satisfy the debt on or before the termination date, being 26 January 2021. As at reporting date the loan
had been drawn down by an amount of $649,818, including capitalised interest (2018: $596,322). Interest
charged on the loan for the period was $53,496 (2018: $49,155).
4242
BPH Energy I Annual Report 2018
BPH Energy I Annual Report 2018
10. Investments Accounted for Using Equity Method
Investments in associates are accounted for in the consolidated financial statements using the equity method of
accounting.
Name of Entity
Country of
Incorporation
Molecular Discovery
Systems Limited
Australia
%
2018
20%
2017
20%
Ownership Interest
Principal Activity
Biomedical Research
Consolidated
2019
$
2018
$
436,541
436,541
464,547
464,547
464,547
(28,006)
436,541
493,047
(28,500)
464,547
Shares in Associates
Molecular Discovery Systems Limited
(a) Movements in Carrying Amounts
Movements in the carrying amounts between the beginning and the end
of the current financial year:
Molecular Discovery Systems Limited:
Balance at the beginning of the year
Share of associate loss for the year
Balance at end of the year
As of 1 January 2017 a judgement was made that, despite owning 27% of Advent, the Company no longer
exercised significant influence over Advent and it ceased to be treated as an associate entity from that date. In
particular, the Company was not involved in the operational decision making of Advent and did not have access
to its operational and financial records. As a consequence of a legal settlement reached in August 2019 and
David Breeze’s confirmation as a director of Advent the Company has resumed significant influence over Advent.
The Company currently has a 22.6% direct interest in Advent, and, as part of the legal settlement reached with
MEC in August 2019, if at any time before 23 July 2021 Advent has less than 51 members then MEC will, upon
written request by BPH, execute an irrevocable proxy in favour of BPH in respect of all business to be considered
at any meeting of members of Advent.
4343
BPH Energy I Annual Report 2018
BPH Energy I Annual Report 2018
HEALTH TECHNOLOGY RESOURCES
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NOTES TO THE FINANCIAL STATEMENTS
for the year ended 30 June 2019
BPH ENERGY LIMITED AND IT’S CONTROLLED ENTITIES
Consolidated
2019
$
2018
$
11. Income Tax Expenses
(a) The prima facie tax on loss from operations before income tax is reconciled
to the income tax as follows:
Accounting loss before tax
(3,013,043)
(1,506,758)
Prima facie tax payable on loss from operations before income tax at 27.5%
(2018: 27.5%)
(828,586)
(414,358)
Add tax effect of:
Tax benefit of revenue losses and temporary differences not recognised
828,586
414,358
Income tax expense recognised
-
-
(b) Tax losses
Unused tax losses for which no deferred tax asset has been recognised
10,225,453
9,639,475
Potential tax benefit at 27.5% (2018: 27.5%)
2,812,000
2,650,856
12. Trade and Other Payables
Current
Trade payables
Sundry payables and accrued expenses - unrelated
Related party payables
Trade payables are non-interest bearing and normally settled within 60 days
13. Financial Liabilities
Current
Borrowings – unsecured interest free
Non-Current
Borrowings – unsecured interest free
As a result of a legal settlement reached in August 2019 the Company has
derecognised a non-current financial liability of $86,451 to MEC Resources
Limited.
4545
BPH Energy I Annual Report 2018
BPH Energy I Annual Report 2018
72,463
538,989
812,783
29,305
529,209
765,027
1,424,235
1,323,541
200,086
200,086
413,641
413,641
-
-
86,451
86,451
HEALTH TECHNOLOGY RESOURCES
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 30 June 2019
BPH ENERGY LIMITED AND IT’S CONTROLLED ENTITIES
Consolidated
2019
$
2018
$
14. Issue Capital
2,543,277,658 (2018: 966,187,417) fully paid ordinary shares
45,574,507
44,135,412
The Company has no authorised capital and the issued shares do not have a
par value.
(a) Ordinary Shares
At the beginning of reporting period
44,135,442
43,454,632
966,187,417
588,702,017
Consolidated
Consolidated
2019
$
2018
$
2019
Number
2018
Number
Shares issued for cash
Share issue costs
Shares issued in lieu of consulting fees
Shares issued as set-off against loans
payable and payables
Shares issued in exchange for ordinary
shares in listed entity
1,175,504
566,940
1,175,504,193
283,469,930
(153,025)
(74,161)
-
-
138,050
158,536
100,000
22,000
123,050,000
11,000,000
166,031
158,536,048
83,015,470
-
-
100,000,000
20,000,000
-
-
Shares issued as director remuneration
20,000
At reporting date
45,574,507
44,135,442
2,543,277,658
966,187,417
Fully paid ordinary shares do not have a par value, have one vote per share, and carry the right to dividends. The
market price of the Company’s ordinary shares at 30 June 2019 on ASX was 0.1 cents per share.
(b)
Options
Refer to Note 21 for options on issue at the end of the financial year. There were no options exercised during the
year (2018: Nil). The holders of options do not have the right, by virtue of the option, to participate in any share
issue or interest issue of any other body corporate or registered scheme.
(c) Capital risk management
The Group’s and the parent entity’s objectives when managing capital are to safeguard their ability to continue as a
going concern, so that they may continue to provide returns for shareholders and benefits for other stakeholders.
The focus of the Group’s capital risk management is the current working capital position against the
requirements of the Group to meet corporate overheads. The strategy is to ensure appropriate liquidity is
maintained to meet anticipated operating requirements, with a view to initiating appropriate capital raisings as
required. The working capital position of the Group at 30 June 2019 and 30 June 2018 is as follows:
4646
BPH Energy I Annual Report 2018
BPH Energy I Annual Report 2018
Cash and cash equival Cash and cash equivalents
Other current assets
Trade receivables and financial assets
Trade payables and financial liabilities
Net working capital position
Consolidated
2019
$
2018
$
437,316
447,214
33,869
4,051
211,311
184,716
(1,624,321)
(1,737,182)
(941,825)
(1,101,201)
Refer to Note 1 for further details of the Group’s financial position and plans to manage the working capital
deficit at 30 June 2019.
15. Reserves
Options Reserve (a)
(a)
Option Reserve
The option reserve records items recognised as expenses on the
valuation of director and employee share options.
Opening balance
Share based payments
Closing balance
16. Controlled Entities
Name of Entity
Principal Activity
Country of Incorporation
Consolidated
2019
$
2018
$
508,436
508,436
494,014
494,014
494,014
492,580
14,422
1,434
508,436
494,014
Ownership Interest
%
2019
2018
Parent Entity
BPH Energy Ltd
Subsidiaries
Diagnostic Array
Systems Pty Ltd
Investment
Australia
BioMedical Research
Australia
51.82
51.82
Balances and transactions between the Company and its subsidiaries, which are related parties of the Company,
have been eliminated on consolidation and not disclosed in this note.
BPH owns 51.82% equity interest in Diagnostic Array Systems Pty Ltd (“DAS”) and consequentially controls more
than half of the voting power of those shares. Mr David Breeze is the Chairman of both entities. BPH therefore
has control over the financial and operating policies of DAS. DAS is controlled by the Group and is consolidated
in these financial statements. DAS’s loss for the year was $509 (2018: loss of $1,908) of which $245 (2018: $918)
was attributable to minority interests. DAS’s total assets at year-end were $218 (2018: $727), total liabilities
$364,281 (2018: $364,281), and net equity negative $364,063 (2018: negative $363,554).
4747
BPH Energy I Annual Report 2018
BPH Energy I Annual Report 2018
HEALTH TECHNOLOGY RESOURCES
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 30 June 2019
BPH ENERGY LIMITED AND IT’S CONTROLLED ENTITIES
17. Cash Flow Information
Operating loss after income tax
Non-cash items:
Fair value gain
Interest revenue on loans
Impairment charge
Derecognition of financial liability
Share based payments
Provision against loans
Share of Associates’ losses
Changes in net assets and liabilities,
(Increase) / decrease in other assets
(Increase) / decrease in trade and other receivables
Increase in trade payables and accruals
Net cash (used in) operating activities
(b) Reconciliation of cash
Cash at the end of the financial year as shown in the statement of cash
flows is reconciled to items in the statement of financial position as follows:
Cash and cash equivalents
(c) Financing facilities
Credit card limit:
Cash and cash equivalents
(d) Changes in liabilities arising from financing activities – unsecured borrowings
Balance at 1 July
Net cash used in financing activities
Shares issued as set off against loans payable
Loan derecognised
Balance at 30 June
Consolidated
2019
$
2018
$
(3,013,043)
(1,506,758)
(280,372)
(253,992)
-
(232,714)
-
1,003,001
(83,956)
82,422
2,889,033
28,006
(29,818)
(1,310)
175,603
-
23,434
77,155
28,500
13,909
5,401
121,104
(487,427)
(466,968)
437,316
447,214
20,000
20,000
500,092
707,902
(130,000)
(124,254)
(83,555)
(86,451)
200,086
(83,556)
-
500,092
4848
BPH Energy I Annual Report 2018
BPH Energy I Annual Report 2018
18. Subsequent Events
On 9 August 2019 BPH announced that it had reached a settlement with MEC in relation to the oppression
proceedings it commenced in the Supreme Court of Western Australia with Grandbridge, Trandcorp Pty Ltd
(“Trandcorp”), and Mr David Breeze.
In addition to the settlement of the oppression proceedings, BPH, MEC, GBA, Trandcorp and Mr David Breeze
settled a number of other proceedings and entered into a deed of settlement and release with Advent Energy
Ltd (“Advent”) and other relevant parties. As part of the settlement it was agreed that Messrs Matthew Battrick
and Tobias Foster would appoint Messrs Steven James, Tony Huston and Thomas Fontaine as directors of Advent,
and that Messrs Matthew Battrick and Tobias Foster would then resign from the Board of Advent. The Incoming
Directors have since confirmed and acknowledged Mr David Breeze as a duly elected director of Advent.
The key terms of the settlement are as follows:
> The appointment of the Incoming Directors and the resignation of the Resigning Directors
> Until 23 July 2021, MEC agrees to not directly or indirectly interfere with the board composition and/or
management of Advent.
> For a period of one year commencing from 6 August 2019 MEC must not sell or otherwise dispose of any
shares it holds in Advent, other than by an in-specie distribution to MEC if requested in writing to do so by
Advent. If notice is given, MEC must do all that is required to effect and support the In-Specie Distribution.
> The loan of $3,600,000 owed by Advent to MEC will be recoverable by MEC only by the following means and
only in the following circumstances:
One month prior to the scheduled commencement date for the drilling of a well within the PEP 11 Permit Area,
Advent will issue to MEC ordinary shares to the face value of the debt calculated at 80% of:
(a) the volume-weighted average price of Advent shares over the 5 days trading immediately prior to that date;
or
(b) if as at that date Advent shares are not listed on any securities exchange, the price at which ordinary shares in
Advent were last issued.
On 9 August 2019 the Company issued 20,000,000 share options with an exercise price of $0.002 and an expiry
date of 9 August 2024 as part of remuneration arrangements with a contractor.
On 21 August 2019 the Company announced that it intended to pursue a complementary strategy of making
an investment (or investments) in the medical cannabis sector, as it is considered that an investment of this
nature is in line with its investee company strategy and, in particular, its biomedical business. The medical
cannabis sector is showing significant growth with current developments boosting the sectors viability including
the move to legalise cannabis in Canada and the announcement by the UK Government to legalise medical
cannabis. On 2 September 2019 BPH announced it had agreed to acquire an initial investment of 10% (with the
option to increase its percentage to 49%) in Patagonia Genetics Pty Ltd (“PG Aust”), the entity that owns a 100%
interest in Patagonia Genetics SPA (“PG”), a Chilean entity. On 30 August 2019 the Company issued 150,000,000
fully paid ordinary shares as partial consideration for the acquisition of the initial investment of 10%
On 28 August 2019 the Company issued (i) 282,000,000 fully paid ordinary shares for cash to make investments
in oil and gas, medical devices and biotechnology, working capital, debt reduction, and due diligence and review
and consideration of proposed investment in medical cannabis, and (ii) 15,000,000 fully paid ordinary shares as
an introductory fee for a business transaction.
On 17 September 2019 the Company announced that Advent has now terminated by mutual consent the RL
Energy Joint Venture Agreement for the PEP11 permit. As a result Advent, through wholly owned subsidiary
Asset Energy Pty Ltd, now holds an 85% interest and is operator of the permit (and RL Energy has no further
interest). Bounty Oil and Gas NL (ASX: BUY) holds the remaining 15%. The Joint Venture is now reviewing the
4949
BPH Energy I Annual Report 2018
BPH Energy I Annual Report 2018
HEALTH TECHNOLOGY RESOURCES
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 30 June 201
BPH ENERGY LIMITED AND IT’S CONTROLLED ENTITIES
work program and evaluating proceeding with the drilling of a well at the Baleen drill target subject to approvals
of NOPTA and other regulatory authorities.
On 17 September 2019 the Company announced that PG had purchased its first 1,300ltrs of Wonderland
Agronutrients products to send samples to major licensed producers and grow shops internationally. PG has
secured the exclusive worldwide distribution rights (excluding Chile & Argentina) to Chile’s leading cannabis
fertilizer and biostimulant range, Wonderland Agronutrients.
On 19 September 2019 the Company announced that Advent has been granted a renewal of Retention Licence
1 (RL1) in the Northern Territory by the NT Department of Primary Industry and Resources for a five-year term
concluding in July 2023. Advent, through its wholly owned subsidiary Onshore Energy Pty Ltd, holds a 100 %
interest in RL1 and is operator of the Retention Licence. Advent, through Onshore Energy, also holds 100% of EP
386 in addition to RL 1 in the onshore Bonaparte Basin in northern Australia.
There are no other matters or circumstances that have arisen since the end of the financial year other than
outlined elsewhere in this financial report that have significantly affected, or may significantly affect, the operations
of the company, the results of those operations, or the state of affairs of the company in future financial years.
19. Financial Risk Management
a) Financial Risk Management
The Group’s financial instruments consist mainly of deposits with banks, investments, accounts receivable
and payable, and loans to and from subsidiaries. The main purpose of non-derivative financial instruments is
to raise finance for Group operations policies.
The main risks the Group is exposed to through its financial instruments are interest rate risk, liquidity risk,
credit risk and equity price risk.
Interest rate risk
Interest rate risk is managed with a mixture of fixed and floating rate financial assets. The Group’s financial
liabilities are currently not exposed to interest rate risk as the Group has no interest bearing financial liabilities.
Liquidity risk
The Group manages liquidity risk by maintaining adequate reserves, by continuously monitoring forecast and
actual cash flows.
Credit risk
The maximum exposure to credit risk, excluding the value of any collateral or other security, at balance date
to recognised financial assets, is the carrying amount, net of any provisions for impairment of those assets, as
disclosed in the statement of financial position and notes to the financial statements.
Equity price risk
The Group is exposed to equity price risk through its shareholdings in publicly listed entities. Material
investments are managed on an individual basis.
Foreign currency risk
The Group is not exposed to any material risks in relation to fluctuations in foreign exchange rates.
5050
BPH Energy I Annual Report 2018
BPH Energy I Annual Report 2018
b) Financial Instruments
Interest rate risk
The Group’s exposure to interest rate risk, which is the risk that a financial instrument’s value will fluctuate as a
result of changes in market interest rates and the effective weighted average interest rates on classes of financial
assets and financial liabilities with floating rates, based on contractual maturities, is as follows:
Weighted
Effective
Interest
Rate
%
Floating
Interest
Rate
$
Fixed
Interest
Rate
1 Year
or less
Fixed
Interest
Rate
Non-
Interest
Bearing
1 to 5 Years
$
Total
$
2019 Consolidated
Assets
Cash and cash equivalents
0.46
437,316
Trade and other
receivables
Financial assets
Liabilities
Trade and sundry
payables
Financial liabilities
2018 Consolidated
Assets
-
-
437,316
-
-
-
Weighted
Effective
Interest
Rate
%
Floating
Interest
Rate
$
Fixed
Interest
Rate
1 Year
or less
Cash and cash equivalents
0.55
447,214
Trade and other
receivables
Financial assets
9.00
Liabilities
Trade and sundry payables
Financial liabilities
-
Fair Values
The fair values of:
-
-
447,214
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
437,316
20,969
20,969
2,697,885
2,697,885
2,718,854
3,145,170
1,424,235
1,424,235
200,086
200,086
1,624,321
1,624,321
Fixed
Interest
Rate
Non-
Interest
Bearing
1 to 5 Years
$
Total
$
-
-
-
447,214
19,658
19,658
2,129,971
2,320,007
4,449,978
2,129,971
2,339,665
4,916,850
-
-
-
1,323,541
1,323,541
500,092
500,092
1,823,633
1,823,633
> Term receivables are determined by discounting the cash flows, at the market interest rates of similar
securities, to their present value.
> Other loans and amounts due are determined by discounting the cash flows, at market interest rates of
similar borrowings to their present value.
> For unlisted investments where there is no organised financial market, the fair value has been based on
valuation techniques incorporating non-market data prepared by independent valuers.
5151
BPH Energy I Annual Report 2018
BPH Energy I Annual Report 2018
HEALTH TECHNOLOGY RESOURCES
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 30 June 2019
BPH ENERGY LIMITED AND IT’S CONTROLLED ENTITIES
No financial assets and financial liabilities are readily traded on organised markets in standardised form.
Consolidated 2019
Consolidated 2018
Carrying
Amount
$
Fair Value
$
Carrying
Amount
$
Fair Value
$
Financial Assets
Available-for-sale financial assets
2,507,543
2,507,543
2,154,949
2,154,949
Loans and trade and other receivables
27,778
27,778
-
-
162,564
162,564
2,295,029
2,295,029
2,697,885
2,697,885
4,449,978
4,449,978
Financial Liabilities
Other loans and amounts due
200,086
200,086
500,092
500,092
Trade payables
1,424,235
1,424,235
1,323,541
1,323,541
1,624,321
1,624,321
1,823,633
1,823,633
Sensitivity Analysis – Interest Rate Risk
The Group has performed sensitivity analysis relating to its exposure to interest rate risk at balance date. This
sensitivity analysis demonstrates the effect on the current year results and equity which could result from a
change in these risks. The effect on profit and equity as a result of changes in the variable interest rate, with all
other variables remaining constant would be as follows:
Change in profit (loss)
Increase in interest rate 1%
Decrease in interest rate by 0.5%
Consolidated
2019
$
4,373
(1,661)
2018
$
4,472
(2,059)
5252
BPH Energy I Annual Report 2018
BPH Energy I Annual Report 2018
Liquidity risk
The Group manages liquidity risk by maintaining adequate reserves and borrowing facilities, by continuously
monitoring forecast and actual cash flows, and by matching the maturity profiles of financial assets and
liabilities.
Liquidity is the risk that the Company will encounter difficulty in meeting the obligations associated with its
financial liabilities that are settled by delivering cash or another financial asset.
The following are the contractual maturities at the end of the reporting period of consolidated financial
liabilities.
Contractual cash flows
Carrying
amount
$
Total
$
2 mths
or less
$
2-12 mths
$
1-2 years
$
2-5 years
$
30 June 2019
Financial liabilities
Trade and other
payables
1,424,235
1,424,235
72,463
1,351,772
Unsecured loans
200,086
200,086
-
200,086
1,624,321
1,624,321
72,463
1,551,858
Contractual cash flows
Carrying
amount
$
Total
$
2 mths
or less
$
2-12 mths
$
1-2 years
$
1,323,541
1,323,541
29,305
1,294,236
30 June 2018
Financial liabilities
Trade and other
payables
Unsecured loans
500,092
500,092
-
413,641
1,823,633
1,823,633
29,305
1,707,877
86,451
86,451
(c) Fair value measurements recognised in the statement of financial position
-
-
-
-
2-5 years
$
-
-
-
-
-
-
The following table provides an analysis of consolidated financial instruments that are measured subsequent
to initial recognition at fair value, grouped into levels 1 to 3 based on the degree to which the fair value is
observable.
> Level 1 fair value measurements are those derived from quoted prices (unadjusted) in active markets for
identical assets or liabilities.
> Level 2 fair value measurements are those derived from inputs other than quoted prices included within
Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from
prices).
> Level 3 fair value measurements are those derived from valuation techniques that include inputs for the asset
or liability that are not based on observable market data (unobservable inputs).
There were no transfers between the levels for recurring fair value measurements during the year.
Specific valuation techniques used to value financial instruments include: For unlisted investments where there
is no organised financial market, the fair value has been based on valuation techniques incorporating non-
market data prepared by independent valuers.
5353
BPH Energy I Annual Report 2018
BPH Energy I Annual Report 2018
HEALTH TECHNOLOGY RESOURCES
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 30 June 2019
BPH ENERGY LIMITED AND IT’S CONTROLLED ENTITIES
30 June 2019
Financial assets at fair value through profit and loss
$
Level 1
$
Level 2
$
Level 3
$
Total
- Investments in unlisted entities
- Investments in listed entities
Total
30 June 2018
Available for sale financial assets
- Investments in unlisted entities
Total
Reconciliation of fair value measurements of financial assets:
Opening balance
Acquisition of listed investments
Fair value adjustment
Closing balance
Opening balance
Impairment charge
Closing balance
-
2,507,543
-
2,507,543
-
-
-
2,507,543
27,228
2,535,321
$
Level 2
$
Level 3
$
Total
27,228
27,778
$
Level 1
-
-
2,006,000
148,949
2,154,949
2,006,000
148,949
2,154,949
2019 ($)
Level 1
2019 ($)
Level 2
-
2,006,000
2019 ($)
Level 3
148,949
-
100,000
(72,222)
-
501,543
(148,949)
27,778
2,507,543
-
2018 ($)
Level 1
-
-
-
2018 ($)
Level 2
3,306,001
(1,003,001)
2018 ($)
Level 3
148,949
-
2,006,000
148,949
The $501,543 fair value of the investment in Cortical is regarded as Level 2 based on the share price Cortical is
currently raising capital under its Offer Information Statement
5454
BPH Energy I Annual Report 2018
BPH Energy I Annual Report 2018
22. Related Party Transactions
(a) Equity interests in controlled entities
Details of the percentage of ordinary shares held in controlled entities are disclosed in Note 16 to the financial
statements.
(b) Directors’ remuneration
Details of directors’ remuneration and retirement benefits are located in the Directors Report and Note 5.
Held as at the date of this report by directors and their director-related
entities in BPH Energy Limited
Ordinary Shares
Share options
Parent
2019 Number
2018 Number
330,722,480
155,361,240
4,000,000
4,000,000
Refer to the Remuneration Report in the Directors’ Report for details of options granted to directors.
(d) Directors
The Company has an agreement with Trandcorp Pty Limited on normal commercial terms procuring the
services of David Breeze to provide product development services for $98,000 (2018: $98,000), included as part
of his fees in the Remuneration Report.
(e) Director related entities
Grandbridge Limited (“Grandbridge”) has a common Managing Director, Mr David Breeze, and is therefore a related
party of the Company. During the period Grandbridge charged the Company $139,140 in administration and service
fees (2018: $152,210). At balance date $200,083 (2018: $413,640) was payable to Grandbridge. Grandbridge’s 100%
subsidiary, Grandbridge Securities Limited, charged the Company $17,790 (2018: $Nil) in respect of the management of
a share issue.
David Breeze was a Director of MEC Resources Limited (“MEC”) from April 2005 and was removed from the ASIC register
by MEC directors on 23 November 2016. He has neither resigned nor been removed by shareholders and disputes the
actions taken by the Directors of MEC.
(f) Receivables, payables and transactions with associates
MDS is a related party of the Company. Refer to Notes 9 and 10 for the Company’s loan receivable and
investment. During the period the Company charged MDS $53,495 (2018: $49,155) in loan interest on a
convertible loan with a balance of $649,818 at year end (2018: $596,323). The Company has raised a provision
against the full amount of this loan. In addition, a loan receivable exists between the consolidated entity and
MDS of $634,700 (2018: $622,200). This amount is unsecured, non-interest bearing and repayable on demand.
The Company has raised a provision against the full amount of this loan.
Advent Energy is a related party of the Company. Refer to Notes 9 for the Company’s investment and loan
receivables.
(g) Other Interests
Refer to Note 9 for the Company’s investment in and loan receivables with Cortical. During the period the
Company charged Cortical $240,793 (2018: $184,301) in loan interest and fees.
5555
BPH Energy I Annual Report 2018
BPH Energy I Annual Report 2018
HEALTH TECHNOLOGY RESOURCES
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 30 June 2019
BPH ENERGY LIMITED AND IT’S CONTROLLED ENTITIES
23. Share-Based Payments
The following share-based payment arrangements existed at 30 June 2019:
Total number
Grant Date
Exercise price
795,000
9,000,000
2,000,000
2,000,000
4,000,000
30,000,000
47,795,000
2 April 2015
20 April 2015
27 November 2015
23 November 2016
29 November 2017
24 June 2019
$0.020
$0.020
$0.020
$0.020
$0.020
$0.002
Fair value
at grant date
Expiry date
$0.0004
$0.0030
$0.0070
$0.0030
$0.0004
$0.0005
31 March 2020
31 March 2020
30 November 2020
30 November 2021
30 November 2022
24 June 2024
All options granted to key management personnel are to purchase ordinary shares in BPH Energy Limited,
which confer a right of one ordinary share for every option held.
The fair value of the options granted is estimated as at the date of grant using a Black-Scholes model taking into
account the terms and conditions upon which the options were granted. The following table lists the inputs to
the model used.
Fair value at grant date
Share price at grant date
Exercise price
Expected volatility
Expected life
Expected dividends
Risk-free interest rate
Valuation
$0.0005
$0.001
$0.02
75%
5 years
Nil
2.5%
$14,422
Consolidated Group
2019
2018
Number of
Options
Weighted
Average
Exercise
Price $
Number of
Options
Weighted
Average
Exercise
Price $
Outstanding at the beginning of the year
17,795,000
Granted
Expired / cancelled
Outstanding at year-end
Exercisable at year-end
30,000,000
0.02
0.002
15,042,500
4,000,000
-
-
(1,247,500)
47,795,000
47,795,000
0.01
0.01
17,795,000
17,795,000
0.02
0.02
0.08
0.02
0.02
No options were exercised during the year (2018: Nil).
5656
BPH Energy I Annual Report 2018
BPH Energy I Annual Report 2018
Included under employee benefits expense in the profit and loss is $82,422 for share based expense (2018:
$1,434) of which $14,422 (2018: $1,434) relates to options granted to directors, and $68,000 (2018: $Nil) relates
to equity.
22. Commitments and Contingencies
At reporting date there are no capital commitments other than those of Advent Energy Limited, an entity in
which the Company currently has a 22.6% direct interest as disclosed in Note 9.
The Company is a party to the following legal actions.
Statutory Demand
The company received a statutory demand from Deborah Ambrosini, a former Director of the company for an
amount of $117,481. The Company disputes this position. The company has advised Mrs Ambrosini that the
conditions precedent for payment has not occurred and that any Directors fees are not due and owing.
Statutory Demand
The company received a statutory demand from Goh Hock, a former Director of the company for an amount
of $145,832. The Company disputes this position. The company has advised Hock Goh that the conditions
precedent for payment has not occurred and that any Directors fees are not due and owing.
23. Operating Segment
Operating segments have been identified on the basis of internal reports of the Company that are regularly
reviewed by the chief operating decision maker in order to allocate resources to the segments and to assess
their performance. The chief operating decision maker has been identified as the Board of Directors. On a
regular basis, the board receives financial information on the consolidated entity on a basis similar to the
financial statements presented in the financial report, to manage and allocate their resources.
The consolidated entity’s only operating segment is investments. The consolidated entity holds investments in
two principal industries and these are biotechnology, and oil and gas exploration and development.
On 21 August 2019 the Company announced that it intended to pursue a complementary strategy of making
an investment (or investments) in the medical cannabis sector, as it is considered that an investment of this
nature is in line with its investee company strategy and, in particular, its biomedical business. The medical
cannabis sector is showing significant growth with current developments boosting the sectors viability including
the move to legalise cannabis in Canada and the announcement by the UK Government to legalise medical
cannabis. On 2 September 2019 BPH announced it had agreed to acquire an initial investment of 10% (with the
option to increase its percentage to 49%) in Patagonia Genetics Pty Ltd (“PG Aust”), the entity that owns a 100%
interest in Patagonia Genetics SPA (“PG”), a Chilean entity.
5757
BPH Energy I Annual Report 2018
BPH Energy I Annual Report 2018
HEALTH TECHNOLOGY RESOURCES
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 30 June 2019
BPH ENERGY LIMITED AND IT’S CONTROLLED ENTITIES
24. Parent Entity Disclosures
Financial Position
Assets
Current assets
Non-current assets
Total asset
Liabilities
Current liabilities
Non-current liabilities
Total liabilities
Equity
Issued Capital
Accumulated losses
Option Reserve
Total equity
Financial Performance
Loss after tax for the year
Other comprehensive income
Total comprehensive loss
Parent
2019
$
2018
$
682,277
635,185
2,963,289
4,769,154
3,645,566
5,404,339
1,643,307
1,756,073
-
86,451
1,643,307
1,842,524
45,574,507
44,135,442
(44,080,684)
(41,067,641)
508,436
494,014
2,002,259
3,561,815
(3,013,043)
(1,506,758)
-
-
(3,013,043)
(1,506,758)
5858
BPH Energy I Annual Report 2018
BPH Energy I Annual Report 2018
DI RECTOR’S
DECL ARATION
BPH ENERGY LIMITED
AND IT’S CONTROLLED ENTITIES
The directors of the Company declare that:
1.
(a)
(b)
2.
3.
the financial statements and notes, as set out on pages 16 to 54 are in accordance with the Corporations
Act 2001 and:
comply with Accounting Standards and the Corporations Regulations 2001 and other mandatory
professional reporting requirements;
give a true and fair view of the financial position as at 30 June 2019 and of the performance for the year
ended on that date of the consolidated entity;
in the Directors’ opinion, there are reasonable grounds to believe that the Company will be able to pay
its debts as and when they become due and payable:
the financial statements and notes comply with International Financial Reporting Standards as
disclosed in Note 1.
4.
the directors have been given the declarations required by S295A of the Corporations Act 2001
Signed in accordance with a resolution of the directors made pursuant to S295(5) of the Corporations Act 2001.
David Breeze
Executive Chairman
Dated this 30 September 2019
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INDEPENDENT AUDITOR’S REPORT
To the members of BPH Energy Limited
Report on the Audit of the Financial Report
Opinion
We have audited the financial report of BPH Energy Limited (“the Company”) and its controlled
entities (“the consolidated entity”), which comprises the statement of financial position as at 30 June
2019, the statement profit and loss and other comprehensive income, the statement of changes in
equity and the statement of cash flows for the year then ended, and notes to the financial
statements, including a summary of significant accounting policies, and the directors’ declaration.
In our opinion, the accompanying financial report of BPH Energy Limited is in accordance with the
Corporations Act 2001, including:
a) giving a true and fair view of the Company’s and the consolidated entity’s financial position as
at 30 June 2019 and of their financial performance for the year then ended; and
b) complying with Australian Accounting Standards and the Corporations Regulations 2001.
Basis for opinion
We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities
under those standards are further described in the Auditor’s Responsibilities for the Audit of the
Financial Report section of our report. We are independent of the Company and the consolidated
entity in accordance with the auditor independence requirements of the Corporations Act 2001 and
the ethical requirements of the Accounting Professional and Ethical Standards Board’s APES 110
Code of Ethics for Professional Accountants (“the Code”) that are relevant to our audit of the
financial report in Australia. We have also fulfilled our other ethical responsibilities in accordance
with the Code.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis
for our opinion.
Material uncertainty related to going concern
We draw attention to Note 1 in the financial report, which indicates that a material uncertainty exists
that may cast significant doubt on the entity’s ability to continue as a going concern. Our opinion is
not modified in respect of this matter.
Material uncertainty related to carrying value of investment in and loan to Advent Energy Limited
and subsidiaries
We draw attention to Note 9 in the annual financial report, which indicates a material uncertainty in
relation to the consolidated entity’s ability to realise the carrying value of its investment in and
recoverability of loans to Advent Energy Limited and subsidiaries in the ordinary course of business.
Our opinion is not modified in respect of this matter.
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Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance
in our audit of the financial report of the current period. These matters were addressed in the context
of our audit of the financial report as a whole, and in forming our opinion thereon, and we do not
provide a separate opinion on these matters. In addition to the matter described in the Material
uncertainty related to going concern and the material uncertainty related to carrying value.
Key Audit Matter
Valuation of financial assets
Notes 9 and 19
As at 30 June 2019, the consolidated entity had
financial assets of loan receivables with a carrying
value $162,564 and financial assets at fair value of
$2,535,321 at balance date.
We considered this to be a key audit matter as it is
important to users’ understanding of the financial
statements as a whole and involves judgement in
relation to the determination of fair value.
The consolidated entity adopted AASB 9 on 1 July
2018. The consolidated entity also recorded a fair
value gain of $280,372 on its financial assets at fair
value. The consolidated entity recorded a provision
for doubtful debts expense of $2,889,033 on its
loan receivables.
We considered this to be a key audit matter as it is
important to users’ understanding of the financial
statements as a whole and involves judgement in
relation to the determination of fair value.
How our audit addressed the key audit
matter
Our procedures included but were not
limited to the following:
- We considered the ability of the
other party to repay its loan with the
consolidated entity to determine if
any additional provisions were
required.
- We assessed the consolidated
entity’s valuation of individual
investment holdings. Where readily
observable data was available, we
sourced that independently.
- For investments where there was
less or little observable market
data, including level 2 and level 3
holdings as disclosed in note 19,
we obtained and assessed other
relevant valuation data.
- We assessed the appropriateness
of the disclosures included in the
relevant notes to the financial
report.
- An emphasis of matter is included
in relation to recoverability of
investment and loans in Advent
Energy Limited.
Information other than the financial report and auditor’s report thereon
The directors are responsible for the other information. The other information comprises the
information included in the consolidated entity’s annual financial report for the year ended 30 June
2019, but does not include the financial report and our auditor’s report thereon.
Our opinion on the financial report does not cover the other information and accordingly we do not
express any form of assurance conclusion thereon.
In connection with our audit of the financial report, our responsibility is to read the other information
and, in doing so, consider whether the other information is materially inconsistent with the financial
report or our knowledge obtained in the audit or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this
other information, we are required to report that fact. We have nothing to report in this regard.
Responsibilities of the directors for the financial report
The directors of the Company are responsible for the preparation of the financial report that gives
a true and fair view in accordance with Australian Accounting Standards and the Corporations Act
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2001 and for such internal control as the directors determine is necessary to enable the preparation
of the financial report that gives a true and fair view and is free from material misstatement, whether
due to fraud or error.
In preparing the financial report, the directors are responsible for assessing the ability of the
Company and the consolidated entity to continue as a going concern, disclosing, as applicable,
matters related to going concern and using the going concern basis of accounting unless the
directors either intend to liquidate the Company or the consolidated entity or to cease operations,
or have no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the financial report
Our objectives are to obtain reasonable assurance about whether the financial report as a whole is
free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that
includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee
that an audit conducted in accordance with Australian Auditing Standards will always detect a
material misstatement when it exists. Misstatements can arise from fraud or error and are
considered material if, individually or in the aggregate, they could reasonably be expected to
influence the economic decisions of users taken on the basis of this financial report.
As part of an audit in accordance with the Australian Auditing Standards, we exercise professional
judgement and maintain professional scepticism throughout the audit. We also:
-
Identify and assess the risks of material misstatement of the financial report, whether due to
fraud or error, design and perform audit procedures responsive to those risks, and obtain audit
evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not
detecting a material misstatement resulting from fraud is higher than for one resulting from
error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the
override of internal control.
-
-
- Obtain an understanding of internal control relevant to the audit in order to design audit
procedures that are appropriate in the circumstances, but not for the purpose of expressing
an opinion on the effectiveness of the consolidated entity’s internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of
accounting estimates and related disclosures made by the directors.
Conclude on the appropriateness of the directors’ use of the going concern basis of accounting
and, based on the audit evidence obtained, whether a material uncertainty exists related to
events or conditions that may cast significant doubt on the Company’s or Group’s ability to
continue as a going concern. If we conclude that a material uncertainty exists, we are required
to draw attention in our auditor’s report to the related disclosures in the financial report or, if
such disclosures are inadequate, to modify our opinion. Our conclusions are based on the
audit evidence obtained up to the date of our auditor’s report. However, future events or
conditions may cause the Company or the consolidated entity to cease to continue as a going
concern.
Evaluate the overall presentation, structure and content of the financial report, including the
disclosures, and whether the financial report represents the underlying transactions and
events in a manner that achieves fair presentation.
-
We communicate with the directors regarding, among other matters, the planned scope and timing
of the audit and significant audit findings, including any significant deficiencies in internal control
that we identify during our audit.
We also provide the directors with a statement that we have complied with relevant ethical
requirements regarding independence, and to communicate with them all relationships and other
matters that may reasonably be thought to bear on our independence, and where applicable,
related safeguards.
From the matters communicated with the directors, we determine those matters that were of most
significance in the audit of the financial report of the current period and are therefore the key audit
matters. We describe these matters in our auditor’s report unless law or regulation precludes public
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2001 and for such internal control as the directors determine is necessary to enable the preparation
of the financial report that gives a true and fair view and is free from material misstatement, whether
due to fraud or error.
In preparing the financial report, the directors are responsible for assessing the ability of the
Company and the consolidated entity to continue as a going concern, disclosing, as applicable,
matters related to going concern and using the going concern basis of accounting unless the
directors either intend to liquidate the Company or the consolidated entity or to cease operations,
or have no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the financial report
Our objectives are to obtain reasonable assurance about whether the financial report as a whole is
free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that
includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee
that an audit conducted in accordance with Australian Auditing Standards will always detect a
material misstatement when it exists. Misstatements can arise from fraud or error and are
considered material if, individually or in the aggregate, they could reasonably be expected to
influence the economic decisions of users taken on the basis of this financial report.
As part of an audit in accordance with the Australian Auditing Standards, we exercise professional
judgement and maintain professional scepticism throughout the audit. We also:
-
Identify and assess the risks of material misstatement of the financial report, whether due to
fraud or error, design and perform audit procedures responsive to those risks, and obtain audit
evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not
detecting a material misstatement resulting from fraud is higher than for one resulting from
error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the
override of internal control.
-
-
- Obtain an understanding of internal control relevant to the audit in order to design audit
procedures that are appropriate in the circumstances, but not for the purpose of expressing
an opinion on the effectiveness of the consolidated entity’s internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of
accounting estimates and related disclosures made by the directors.
Conclude on the appropriateness of the directors’ use of the going concern basis of accounting
and, based on the audit evidence obtained, whether a material uncertainty exists related to
events or conditions that may cast significant doubt on the Company’s or Group’s ability to
continue as a going concern. If we conclude that a material uncertainty exists, we are required
to draw attention in our auditor’s report to the related disclosures in the financial report or, if
such disclosures are inadequate, to modify our opinion. Our conclusions are based on the
audit evidence obtained up to the date of our auditor’s report. However, future events or
conditions may cause the Company or the consolidated entity to cease to continue as a going
concern.
-
Evaluate the overall presentation, structure and content of the financial report, including the
disclosures, and whether the financial report represents the underlying transactions and
events in a manner that achieves fair presentation.
We communicate with the directors regarding, among other matters, the planned scope and timing
of the audit and significant audit findings, including any significant deficiencies in internal control
that we identify during our audit.
We also provide the directors with a statement that we have complied with relevant ethical
requirements regarding independence, and to communicate with them all relationships and other
matters that may reasonably be thought to bear on our independence, and where applicable,
related safeguards.
From the matters communicated with the directors, we determine those matters that were of most
disclosure about the matter or when, in extremely rare circumstances, we determine that a matter
significance in the audit of the financial report of the current period and are therefore the key audit
should not be communicated in our report because the adverse consequences of doing so would
matters. We describe these matters in our auditor’s report unless law or regulation precludes public
reasonably be expected to outweigh the public interest benefits of such communication.
disclosure about the matter or when, in extremely rare circumstances, we determine that a matter
58
should not be communicated in our report because the adverse consequences of doing so would
Report on the Remuneration Report
reasonably be expected to outweigh the public interest benefits of such communication.
Opinion on the Remuneration Report
Report on the Remuneration Report
We have audited the Remuneration Report included within the directors’ report for the year ended
30 June 2019.
Opinion on the Remuneration Report
In our opinion, the Remuneration Report of BPH Energy Limited for the year ended 30 June 2019
We have audited the Remuneration Report included within the directors’ report for the year ended
complies with section 300A of the Corporations Act 2001.
30 June 2019.
Responsibilities
In our opinion, the Remuneration Report of BPH Energy Limited for the year ended 30 June 2019
complies with section 300A of the Corporations Act 2001.
The directors of the Company are responsible for the preparation and presentation of the
Remuneration Report in accordance with section 300A of the Corporations Act 2001. Our
Responsibilities
responsibility is to express an opinion on the Remuneration Report, based on our audit conducted
in accordance with Australian Auditing Standards.
The directors of the Company are responsible for the preparation and presentation of the
Remuneration Report in accordance with section 300A of the Corporations Act 2001. Our
responsibility is to express an opinion on the Remuneration Report, based on our audit conducted
in accordance with Australian Auditing Standards.
HLB Mann Judd
Chartered Accountants
Perth, Western Australia
HLB Mann Judd
30 September 2019
Chartered Accountants
Perth, Western Australia
30 September 2019
Brad McVeigh
Partner
Brad McVeigh
Partner
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59
ADDITIONAL SECURITIES EXCHANGE INFORMATION
for the year ended 30 June 2019
BPH ENERGY LIMITED AND IT’S CONTROLLED ENTITIES
Additional information required by Australian Securities Exchange Limited and not shown elsewhere in this
report as follows.
The information is stated as at 24 September 2019
1.
Substantial Shareholder
The name of the shareholder who has lodged a substantial shareholder notice with ASX is:
Shareholder
David Breeze, Trandcorp Pty Limited, Grandbridge Limited
Hongmen Capital Holdings Pty Ltd
Shares
310,677,944
161,992,266
%
10.38%
5.42%
2.
(a) Distribution of Shareholders
Range of Holding
Shareholders
Number Ordinary Shares
1 – 1,000
1,001 – 5,000
5,001 – 10,000
10,001 – 100,000
100,001 and over
388
363
294
789
1,020
2,854
159,980
1,136,200
2,311,611
30,664,497
2,956,005,370
2,990,277,658
(b) Distribution of Unlisted Option Holders
Range of Holding
10,001 to 100,000
100,001 and over
Option Holders
Number of Options
1
12
13
45,000
47,750,000
47,795,000
%
0.01%
0.04%
0.08%
1.03%
98.85%
100%
%
0.09
99.91
100.00
3.
Voting Rights - Shares
All ordinary shares issued by BPH Energy Limited carry one vote per share without restriction.
4.
Voting Rights - Options
The holders of employee options do not have the right to vote.
5.
Restricted Securities
There are no restricted securities on issue.
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6.
Twenty Largest Shareholders as at 24 September 2019
The names of the twenty largest shareholders of the ordinary shares of the Company are:
Name
Hongmen Capital Holdings Pty Ltd
Grandbridge Securities Pty Ltd
Trandcorp Pty Ltd
Mr Bilal Ahmad
Mr Sufian Ahmad
Mr Mobeen Iqbal
Protax Nominees Pty Ltd
Protax Nominees Pty Ltd
Jgm Property Investments Pty Ltd
Patagonia Funds Pty Ltd
Mr Bin Liu
Miguel Serrano
Avanteos Investments Limited <1823205 Superannuation A/C>
Mr Greg Hugh Priestley
Mr Bin Liu
Mr Ming Li
Blueknight Corporation Pty Ltd
Grandbridge Limited
Mr Mark Andrew Tkocz
Mr David Nolan
Number of
ordinary fully
paid shares
% held of issued
ordinary capital
161,992,266
140,000,000
129,666,656
112,055,575
100,000,000
100,000,000
100,000,000
100,000,000
100,000,000
98,175,000
95,035,249
51,825,000
38,000,000
35,185,160
35,000,000
34,007,734
29,000,000
27,112,800
26,301,458
25,000,000
5.42
4.68
4.34
3.75
3.34
3.34
3.34
3.34
3.34
3.28
3.18
1.73
1.27
1.18
1.17
1.14
0.97
0.91
0.88
0.84
Total
1,538,356,898
51.45
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BPHENERGY.COM.AU
14 VIEW STREET, NORTH PERTH
WESTERN AUSTRALIA 6006
08 9328 8366
TEL
FAX
EMAIL ADMIN@BPHENERGY.COM.AU
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