BPIGF / BPI Energy Holdings, Inc - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

BPI Energy Holdings, Inc
US ˙ OTCPK

Mga Batayang Estadistika
CIK 1314077
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to BPI Energy Holdings, Inc
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
November 9, 2010 SC 13G

By signing below, Prudential Financial, Inc. certifies that, to the best of its

13G HTML File DOCUMENT TYPE SC 13G/A TEXT SECURITIES AND EXCHANGE COMMISSION Washington, D.

February 3, 2010 SC 13G/A

By signing below, Prudential Financial, Inc. certifies that, to the best of its

SC 13G/A 1 bpie.htm DOCUMENT TYPE SC 13G/A TEXT SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Amendment # 3 Name of Issuer: BPI ENERGY HOLDINGS, INC. Title of Class of Securities: Common Stock CUSIP Number: 055934103 1) NAME AND I.R.S. IDENTIFICATION NO. OF REPORTING PERSON Prudential Financial, Inc. 22-3703799 2.) MEMBER OF A GROU

August 17, 2009 8-K

Other Events

8-K 1 d8k.htm CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 August 17, 2009 Date of Report (Date of earliest event reported) BPI ENERGY HOLDINGS, INC. (Exact name of registrant as specified in its Charter) British Columbia, Canada 001-32695 73-3183021 (State or othe

February 13, 2009 SC 13G/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendme

SC 13G/A 1 dp12551sc13ga1-bpi.htm FORM SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. 1)* BPI Energy Holdings, Inc. (Name of Issuer) Common Stock, no par value per share (Title of C

February 6, 2009 SC 13G/A

By signing below, Prudential Financial, Inc. certifies that, to the best of its

SC 13G/A 1 bpie.htm DOCUMENT TYPE SC 13G/A TEXT SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Amendment # 2 Name of Issuer: BPI ENERGY HOLDINGS, INC. Title of Class of Securities: Common Stock CUSIP Number: 055934103 1) NAME AND I.R.S. IDENTIFICATION NO. OF REPORTING PERSON Prudential Financial, Inc. 22-3703799 2.) MEMBER OF A GROU

February 5, 2009 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 3, 2009 BPI Energy Holdi

FORM 8-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

January 13, 2009 EX-99.25

NYSE Alternext US LLC DETERMINATION AND NOTIFICATION OF REMOVAL FROM LISTING AND/OR REGISTRATION UNDER SECTION 12(b) OF THE SECURITIES EXCHANGE ACT OF 1934 Attachment to Form 25 January 13, 2009

NYSE Alternext US LLC DETERMINATION AND NOTIFICATION OF REMOVAL FROM LISTING AND/OR REGISTRATION UNDER SECTION 12(b) OF THE SECURITIES EXCHANGE ACT OF 1934 Attachment to Form 25 January 13, 2009 NYSE Alternext US LLC (the “Exchange” or “NYSE Alternext US”), pursuant to Section 12(d) of the Securities Exchange Act of 1934 and Rule 12d2-2(b) promulgated thereunder by the Securities and Exchange Commission (the “Commission”), has determined to strike from listing and registration on the Exchange, the following: BPI ENERGY HOLDINGS, INC.

December 16, 2008 NT 10-Q

TABLE OF CONTENTS

FORM NT 10-Q TABLE OF CONTENTS PART I REGISTRANT INFORMATION PART II RULE 12b-25(b) AND (c) PART III NARRATIVE PART IV OTHER INFORMATION Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 Commission File Number: 001-32695 CUSIP Number: 055934 10 3 NOTIFICATION OF LATE FILING (Check One): o Form 10-K o Form 20-F o Form 11-K þ Form 10-Q o Form 10-D o

December 9, 2008 EX-99.2

ATTORNEY-CLIENT CONTINGENT FEE AGREEMENT

EX-99.2 Exhibit 99.2 ATTORNEY-CLIENT CONTINGENT FEE AGREEMENT BPI ENERGY HOLDINGS, INC. f/k/a BPI INDUSTRIES INC. and BPI ENERGY INC f/k/a BPI INDUSTRIES (USA), INC. (hereinafter “BPI” or “Client”), a corporation, hereby agrees to retain the law firms of Bolen Robinson and Ellis, LLP of Decatur, Illinois and Holland, Groves, Schneller & Stolze, LLC of St. Louis, Missouri, both of which firms are c

December 9, 2008 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 4, 2008 BPI Energy Holdings, Inc. (Exact Name of Registrant as Specified in Charter) British Columbia, Canada 001-32695 75-3183021 (State or Other Jurisdiction of Incorporati

December 9, 2008 EX-99.1

30775 Bainbridge Road, Suite 280 Solon, OH 44139 U.S.A. Tel: (440) 248-4200 Fax: (440) 249-4240 BPI Energy Retains New Counsel for Pending Drummond Litigation

Exhibit 99.1 30775 Bainbridge Road, Suite 280 Solon, OH 44139 U.S.A. Tel: (440) 248-4200 Fax: (440) 249-4240 Press Release FOR IMMEDIATE RELEASE BPI Energy Retains New Counsel for Pending Drummond Litigation CLEVELAND—Dec. 5, 2008—BPI Energy Holdings, Inc. (OTC: BPIGF.PK), an independent energy company engaged in the exploration, production and commercial sale of coalbed methane (CBM) in the Illin

December 2, 2008 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 28, 2008 BPI Energy Hold

FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 28, 2008 BPI Energy Holdings, Inc. (Exact Name of Registrant as Specified in Charter) British Columbia, Canada 001-32695 75-3183021 (State or Other Jurisdiction (Com

November 18, 2008 8-K

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 17, 2008 BPI Energy Holdings, Inc. (Exact Name of Registrant as Specified in Charter) British Columbia, Canada 001-32695 75-3183021 (State or Other Jurisdiction (Commission (

November 13, 2008 CORRESP

[Letterhead of BPI Energy Holdings, Inc.]

[Letterhead of BPI Energy Holdings, Inc.] November 13, 2008 By EDGAR and Fax United States Securities and Exchange Commission Division of Corporation Finance Mail Stop 7010 100 F Street, N.E. Washington, D.C. 20549-7010 Attention: Christopher J. White Ronald M. Winfrey RE: BPI Energy Holdings, Inc. Form 10-K for Fiscal Year Ended July 31, 2007 Filed October 29, 2007 Response Letter Dated August 27

October 31, 2008 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 30, 2008 BPI Energy Holdi

FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 30, 2008 BPI Energy Holdings, Inc. (Exact Name of Registrant as Specified in Charter) British Columbia, Canada 001-32695 75-3183021 (State or Other Jurisdiction of In

October 31, 2008 EX-99.1

BPI Announces Financial Update

Exhibit 99.1 30775 Bainbridge Road, Suite 280 Solon, OH 44139 U.S.A. Tel: (440) 248-4200 Fax: (440) 249-4240 Press Release FOR IMMEDIATE RELEASE BPI Announces Financial Update CLEVELAND—Oct. 30, 2008—BPI Energy Holdings, Inc. (AMEX: BPG), an independent energy company engaged in the exploration, production and commercial sale of coalbed methane (CBM) in the Illinois Basin, today announced financia

October 30, 2008 NT 10-K

TABLE OF CONTENTS

TABLE OF CONTENTS PART I PART II PART III PART IV Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 Commission File Number: 001-32695 CUSIP Number: 055934 10 3 NOTIFICATION OF LATE FILING (Check One): þ Form 10-K o Form 20-F o Form 11-K o Form 10-Q o Form 10-D o Form N-SAR o Form N-CSR For Period Ended: July 31, 2008 o Transition Report on Form 10-K o Transition Report on Form 10-Q o Transition Report on Form 20-F o Transition Report on Form N-SAR o Transition Report on Form 11-K For the Transition Period Ended: Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

October 21, 2008 8-K

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 20, 2008 BPI Energy Holdings, Inc. (Exact Name of Registrant as Specified in Charter) British Columbia, Canada 001-32695 75-3183021 (State or Other Jurisdiction of Incorporati

October 15, 2008 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 9, 2008 BPI Energy Holdin

FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 9, 2008 BPI Energy Holdings, Inc. (Exact Name of Registrant as Specified in Charter) British Columbia, Canada 001-32695 75-3183021 (State or Other Jurisdiction of Inc

September 26, 2008 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 23, 2008 BPI Energy Holdings, Inc. (Exact Name of Registrant as Specified in Charter) British Columbia, Canada 001-32695 75-3183021 (State or Other Jurisdi

September 26, 2008 EX-10.1

[Letterhead of GasRock Capital LLC] September 23, 2008

EX-10.1 Exhibit 10.1 [Letterhead of GasRock Capital LLC] September 23, 2008 Via Overnight Delivery BPI Energy, Inc. Attn: James G. Azlein, President 30775 Bainbridge Road, Suite 280 Solon, Ohio 44139 Re: Advancing Term Credit Agreement dated as of July 27, 2007 (as amended by the First Amendment dated November 29, 2007, and as further amended from time to time, the “Credit Agreement”), among BPI E

August 27, 2008 CORRESP

[Letterhead of BPI Energy Holdings, Inc.]

CORRESP 1 filename1.htm [Letterhead of BPI Energy Holdings, Inc.] August 27, 2008 By EDGAR and Fax United States Securities and Exchange Commission Division of Corporation Finance Mail Stop 7010 100 F Street, N.E. Washington, D.C. 20549-7010 Attention: Christopher J. White, Branch Chief RE: BPI Energy Holdings, Inc. Form 10-K for Fiscal Year Ended July 31, 2007 Filed October 29, 2007 File No. 001-

August 7, 2008 CORRESP

[Letterhead of BPI Energy Holdings, Inc.]

BPI Energy Holdings, Inc. Corresp [Letterhead of BPI Energy Holdings, Inc.] Randall L. Elkins Controller and Chief Financial Officer BPI Energy Holdings, Inc. 30775 Bainbridge Road, Suite 280 Solon, Ohio 44139 [email protected] August 7, 2008 By EDGAR and Fax United States Securities and Exchange Commission Division of Corporation Finance Mail Stop 7010 100 F Street, N.E. Washington, D.C. 205

June 16, 2008 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended April 30, 2008 Commission File No. 001-32695 BPI

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended April 30, 2008 Commission File No. 001-32695 BPI Energy Holdings, Inc. (Exact Name of Registrant as Specified in Its Charter) British Columbia, Canada 75-3183021 (State or Other Jur

March 31, 2008 EX-99.1

BPI Energy Announces Resignation of COO James Craddock

Exhibit 99.1 30775 Bainbridge Road, Suite 280 Solon, OH 44139 U.S.A. Tel: (440) 248-4200 Fax: (440) 249-4240 Press Release FOR IMMEDIATE RELEASE BPI Energy Announces Resignation of COO James Craddock CLEVELAND—March 31, 2008—BPI Energy Holdings, Inc. (Amex: BPG), an independent energy company engaged in the exploration, production and commercial sale of coalbed methane (CBM) in the Illinois Basin,

March 31, 2008 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 31, 2008 BPI Energy Holdings, Inc. (Exact Name of Registrant as Specified in Charter) British Columbia, Canada 001-32695 75-3183021 (State or Other Jurisdiction of Incorporation

March 19, 2008 EX-99.1

EX-99.1

Exhibit 99.1 Illinois Basin Opportunity Some of the statements contained in this document may be deemed to be forward-looking in nature, outlining future expectations or anticipated operating results or financial conditions. Such forward- looking statements are subject to known and unknown risks, uncertainties and other factors that could cause actual results or conditions to differ materially fro

March 19, 2008 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

8-K 1 l30680ae8vk.htm BPI ENERGY HOLDINGS, INC. 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 19, 2008 BPI Energy Holdings, Inc. (Exact Name of Registrant as Specified in Charter) British Columbia, Canada 001-32695 75-3

March 17, 2008 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended January 31, 2008 Commission File No. 001-32695 BP

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended January 31, 2008 Commission File No. 001-32695 BPI Energy Holdings, Inc. (Exact Name of Registrant as Specified in Its Charter) British Columbia, Canada (State or Other Jurisdiction

February 6, 2008 SC 13G/A

By signing below, Prudential Financial, Inc. certifies that, to the best of its

DOCUMENT TYPE SC 13G/A TEXT SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Amendment # 1 Name of Issuer: BPI ENERGY HOLDINGS, INC. Title of Class of Securities: Common Stock CUSIP Number: 055934103 1) NAME AND I.R.S. IDENTIFICATION NO. OF REPORTING PERSON Prudential Financial, Inc. 22-3703799 2.) MEMBER OF A GROUP: (a) N/A (b) N/A 3

December 17, 2007 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended October 31, 2007 Commission File No. 001-32695 BP

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended October 31, 2007 Commission File No. 001-32695 BPI Energy Holdings, Inc. (Exact Name of Registrant as Specified in Its Charter) British Columbia, Canada (State or Other Jurisdiction

December 6, 2007 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 5, 2007 BPI Energy Holdi

BPI Energy Holdings, Inc. 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 5, 2007 BPI Energy Holdings, Inc. (Exact Name of Registrant as Specified in Charter) British Columbia, Canada 001-32695 75-3183021 (State or Oth

December 6, 2007 EX-99.1

BPI Energy Announces Operations Update

Exhibit 99.1 30775 Bainbridge Road, Suite 280 Solon, OH 44139 U.S.A. Tel: (440) 248-4200 Fax: (440) 249-4240 Press Release FOR IMMEDIATE RELEASE BPI Energy Announces Operations Update CLEVELAND—December 5, 2007—BPI Energy (BPI), the operating subsidiary of BPI Energy Holdings, Inc. (Amex: BPG), an independent energy company engaged in the exploration, production and commercial sale of coalbed meth

December 4, 2007 EX-10.1

FIRST AMENDMENT TO ADVANCING TERM CREDIT AGREEMENT

Exhibit 10.1 FIRST AMENDMENT TO ADVANCING TERM CREDIT AGREEMENT THIS FIRST AMENDMENT TO ADVANCING TERM CREDIT AGREEMENT (this “Amendment”) is entered into effective as of November 29, 2007 between BPI ENERGY, INC., a Nevada corporation (“Borrower”), and GASROCK CAPITAL LLC, a Delaware limited liability company (“Lender”). Capitalized terms used but not defined in this Amendment have the meaning gi

December 4, 2007 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 29, 2007 BPI Energy Hold

BPI Energy Holdings, Inc. 8-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 29, 2007 BPI Energy Holdings, Inc. (Exact Name of Registrant as Specified in Charter) British Columbia, Canada 001-32695 75-31

November 16, 2007 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

BPI Energy Holdings, Inc. DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant þ Filed by a Party other than the Registrant o Check the appropriate box: o Pr

October 31, 2007 EX-99.1

30775 Bainbridge Road, Suite 280 Solon, OH 44139 U.S.A. Tel: (440) 248-4200 Fax: (440) 249-4240

EX-99.1 2 l28570aexv99w1.htm EX-99.1 Exhibit 99.1 30775 Bainbridge Road, Suite 280 Solon, OH 44139 U.S.A. Tel: (440) 248-4200 Fax: (440) 249-4240 Press Release FOR IMMEDIATE RELEASE BPI Energy Names Finance and Energy Executive Joseph P. McCoy to Board of Directors Cleveland, OH—Oct. 31, 2007—BPI Energy Holdings, Inc. (Amex: BPG), an independent energy company engaged in the exploration, productio

October 31, 2007 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 31, 2007 BPI Energy Holdings, Inc. (Exact Name of Registrant as Specified in Charter) British Columbia, Canada 001-32695 75-3183021 (State or Other Jurisdiction of Incorporati

October 29, 2007 EX-10.8

EX-10.8

EXHIBIT 10.8 MINERAL LEASE Prepared by: BPI Industries, Inc. 501 East DeYoung Street Marion, Illinois 62959 MINERAL LEASE This Mineral Lease (herein "this Lease") is made and entered into this 25th day of October, 2005, by and between CLINTON COUNTY, ILLINOIS, Clinton County Courthouse, 850 Fairfax Street, Carlyle, Illinois 62231, (herein the "Lessor"), and BPI INDUSTRIES, INC., of 501 East DeYoun

October 29, 2007 EX-21.1

EX-21.1

. . . EXHIBIT 21.1 LIST OF SUBSIDIARIES Name of Subsidiary State of Incorporation - - - BPI Energy, Inc. Nevada

October 29, 2007 EX-10.18

EX-10.18

EXHIBIT 10.18 RATIFICATION OF MINERAL LEASE Prepared by: Craig R. Hedin Attorney at Law P.O. Drawer C Mt. Vernon, Illinois 62864 RATIFICATION OF MINERAL LEASE This Ratification of Mineral Lease (herein this "Ratification") is made this 10th day of July, 2007, by and between the COUNTY OF MONTGOMERY, State of Illinois (herein the "Lessor"), and BPI ENERGY, INC., formerly known as BPI Industries, In

October 29, 2007 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended July 31, 2007 Commission File Number: 001-32695 BPI Energ

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended July 31, 2007 Commission File Number: 001-32695 BPI Energy Holdings, Inc. (Exact name of registrant as specified in its charter) British Columbia, Canada 75-3183021 (State or other jurisdic

October 29, 2007 EX-10.19

EX-10.19

EXHIBIT 10.19 SUPPLEMENTAL MEMORANDUM OF MINERAL LEASE Prepared by: BPI Energy, Inc. 95 N. Research Dr., Suite 110 Edwardsville, IL 62025 SUPPLEMENTAL MEMORANDUM OF MINERAL LEASE This supplemental memorandum of mineral lease (herein this "Memorandum) is made this 14th day of August, 2007, by and between the COUNTY OF MONTGOMERY, ILLINOIS, c/o Montgomery County Court House, Hillsboro, Illinois 6204

October 29, 2007 EX-10.16

EX-10.16

EXHIBIT 10.16 MINERAL LEASE Prepared by: BPI Industries, Inc. 501 East DeYoung Street Marion, Illinois 62959 MINERAL LEASE This Mineral Lease (herein "this Lease") is made and entered into this 5th day of January, 2007, by and between the COUNTY OF CHRISTIAN, STATE OF ILLINOIS, with the address of Christian County Courthouse, Taylorville, Illinois 62568 (herein the "Lessor"), and BPI INDUSTRIES, I

October 29, 2007 EX-10.17

EX-10.17

EXHIBIT 10.17 MINERAL LEASE Prepared by: BPI Industries, Inc. 501 East DeYoung Street Marion, Illinois 62959 MINERAL LEASE This Mineral Lease (herein "this Lease") is made and entered into this 7th day of June, 2007, by and between COUNTY OF MARION, ILLINOIS, with the address of Marion County Courthouse, 100 East Main St., Salem, Illinois (herein the "Lessor"), and BPI INDUSTRIES, INC., of 501 Eas

October 29, 2007 EX-24.1

EX-24.1

EXHIBIT 24.1 POWER OF ATTORNEY Each of the persons signing his name below confirms, as of the date appearing opposite his signature, that James G. Azlein and Randy L. Elkins, and each of them, are authorized on his behalf to sign and to submit to the Securities and Exchange Commission such filings on Form 10-K as are required by the Securities Exchange Act of 1934. Each person so signing also conf

October 9, 2007 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 3, 2007 BPI Energy Holdin

BPI Energy Holdings, Inc. 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 3, 2007 BPI Energy Holdings, Inc. (Exact Name of Registrant as Specified in Charter) British Columbia, Canada 001-32695 75-3183021 (State or Othe

October 9, 2007 EX-99.1

30775 Bainbridge Road, Suite 280 Solon, OH 44139 U.S.A. Tel: (440) 248-4200 Fax: (440) 249-4240 BPI Receives Letter from American Stock Exchange

Exhibit 99.1 30775 Bainbridge Road, Suite 280 Solon, OH 44139 U.S.A. Tel: (440) 248-4200 Fax: (440) 249-4240 Press Release FOR IMMEDIATE RELEASE BPI Receives Letter from American Stock Exchange CLEVELAND—October 9, 2007—BPI Energy Holdings, Inc. (Amex: BPG), today announced that it received a letter from the American Stock Exchange dated October 3, 2007 advising BPI that it currently does not sati

September 19, 2007 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 13, 2007 BPI Energy Hol

BPI Energy Holdings, Inc. 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 13, 2007 BPI Energy Holdings, Inc. (Exact Name of Registrant as Specified in Charter) British Columbia, Canada 001-32695 75-3183021 (State or O

August 8, 2007 EX-99.1

EX-99.1

Exhibit 99.1 Largest Operator of CBM Natural Gas in Illinois Canaccord Adams Boston, MA August 8, 2007 Presenters: Jim Azlein, Chairman, President & CEO Jim Craddock, Senior VP & COO Some of the statements contained in this press release may be deemed to be forward-looking in nature, outlining future expectations or anticipated operating results or financial conditions. Such forward-looking statem

August 8, 2007 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 8, 2007 BPI Energy Holdings, Inc. (Exact Name of Registrant as Specified in Charter) British Columbia, Canada 001-32695 75-3183021 (State or Other Jurisdiction of Incorporation

August 2, 2007 EX-10.2

CONVEYANCE OF ROYALTY INTEREST and OVERRIDING ROYALTY INTEREST

EX-10.2 3 l27290aexv10w2.htm EX-10.2 Exhibit 10.2 Prepared by and when recorded, please return to: Porter & Hedges, LLP 1000 Main, 36th Floor Houston, Texas 77002 Attention: Ephraim del Pozo CONVEYANCE OF ROYALTY INTEREST and OVERRIDING ROYALTY INTEREST THIS CONVEYANCE OF ROYALTY INTEREST AND OVERRIDING ROYALTY INTEREST (as from time to time supplemented or amended, this “Conveyance”) dated as of

August 2, 2007 EX-10.1

ADVANCING TERM CREDIT AGREEMENT BPI ENERGY, INC., a Nevada corporation, as Borrower GASROCK CAPITAL LLC, a Delaware limited liability company, as Lender Dated as of July 27, 2007 ADVANCING TERM LOAN OF UP TO $75,000,000

Exhibit 10.1 ADVANCING TERM CREDIT AGREEMENT BETWEEN BPI ENERGY, INC., a Nevada corporation, as Borrower AND GASROCK CAPITAL LLC, a Delaware limited liability company, as Lender Dated as of July 27, 2007 ADVANCING TERM LOAN OF UP TO $75,000,000 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND REFERENCES 1 Section 1.1 Defined Terms 1 Section 1.2 Exhibits and Schedules 17 Section 1.3 Amendment of De

August 2, 2007 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 27, 2007 BPI Energy Holdings, Inc. (Exact Name of Registrant as Specified in Charter) British Columbia, Canada 001-32695 75-3183021 (State or Other Jurisdiction (Commission (IRS

June 13, 2007 EX-10.2

BPI ENERGY HOLDINGS, INC. KEY EMPLOYEE SEVERANCE PLAN DEFINITIONS AND CONSTRUCTION

Exhibit 10.2 BPI ENERGY HOLDINGS, INC. KEY EMPLOYEE SEVERANCE PLAN I. DEFINITIONS AND CONSTRUCTION 1.1 Definitions. As used in this Plan, the following terms have the meanings set forth below. (a) “Base Salary” means the highest annual rate of base compensation paid by the Company to a Covered Employee at any time before termination of the Covered Employee’s employment with the Company (including

June 13, 2007 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended April 30, 2007 Commission File No. 001-32695 BPI

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended April 30, 2007 Commission File No. 001-32695 BPI Energy Holdings, Inc. (Exact Name of Registrant as Specified in Its Charter) British Columbia, Canada 75-3183021 (State or Other Jur

June 13, 2007 EX-10.1

BPI ENERGY HOLDINGS, INC. SENIOR EXECUTIVE SEVERANCE PLAN DEFINITIONS AND CONSTRUCTION

Exhibit 10.1 BPI ENERGY HOLDINGS, INC. SENIOR EXECUTIVE SEVERANCE PLAN I. DEFINITIONS AND CONSTRUCTION 1.1 Definitions. As used in this Plan, the following terms have the meanings set forth below. (a) “Base Salary” means the highest annual rate of base compensation paid by the Company to a Covered Employee at any time before termination of the Covered Employee’s employment with the Company (includ

May 9, 2007 EX-99.1

30775 Bainbridge Road, Suite 280 Solon, OH 44139 U.S.A. Tel: (440) 248-4200 Fax: (440) 249-4240 BPI to Continue Monitoring Shelby Pilot

EX-99.1 Exhibit 99.1 30775 Bainbridge Road, Suite 280 Solon, OH 44139 U.S.A. Tel: (440) 248-4200 Fax: (440) 249-4240 Press Release FOR IMMEDIATE RELEASE BPI to Continue Monitoring Shelby Pilot CLEVELAND—May 7, 2007—BPI Energy Holdings, Inc. (Amex: BPG), an independent energy company engaged in the exploration, production and commercial sale of coalbed methane (CBM) in the Illinois Basin, today ann

May 9, 2007 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 7, 2007 BPI Energy Holdings,

BPI Energy Holdings, Inc. 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 7, 2007 BPI Energy Holdings, Inc. (Exact Name of Registrant as Specified in Charter) British Columbia, Canada 001-32695 75-3183021 (State or Other Ju

April 3, 2007 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 2, 2007 BPI Energy Holdings

BPI Energy Holdings, Inc. 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 2, 2007 BPI Energy Holdings, Inc. (Exact Name of Registrant as Specified in Charter) British Columbia, Canada 001-32695 75-3183021 (State or Other

April 3, 2007 EX-99.1

BPI Energy Production Reaches New High Company Provides New Production Profile

EX-99.1 30775 Bainbridge Road, Suite 280 Solon, OH 44139 U.S.A. Tel: (440) 248-4200 Fax: (440) 249-4240 Press Release FOR IMMEDIATE RELEASE BPI Energy Production Reaches New High Company Provides New Production Profile CLEVELAND — (Business Wire) — April 2, 2007 — BPI Energy Holdings, Inc. (Amex: BPG), an independent energy company engaged in the exploration, production and commercial sale of coal

March 19, 2007 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10 - Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended January 31, 2007 Commission File No. 001-32695

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10 - Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended January 31, 2007 Commission File No. 001-32695 BPI Energy Holdings, Inc. (Exact Name of Registrant as Specified in Its Charter) British Columbia, Canada 75-3183021 (State or Other

February 14, 2007 SC 13G/A

SCHEDULE 13G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* BPI Energy Holdings, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 055934103 (CUSIP Number) December 31, 2006 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which th

February 9, 2007 EX-99.1

BPI Energy Plans Accelerated Drilling in Second Half of Fiscal 2007

30775 Bainbridge Road, Suite 280 Solon, OH 44139 U.S.A. Tel: (440) 248-4200 Fax: (440) 249-4240 Press Release FOR IMMEDIATE RELEASE BPI Energy Plans Accelerated Drilling in Second Half of Fiscal 2007 CLEVELAND—February 8, 2007—BPI Energy Holdings, Inc. (Amex: BPG), an independent energy company engaged in the exploration, production and commercial sale of coalbed methane (CBM) in the Illinois Basi

February 9, 2007 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 8, 2007 BPI Energy Holdings, Inc. (Exact Name of Registrant as Specified in Charter) British Columbia, Canada 001-32695 75-3183021 (State or Other Jurisdiction of Incorporati

February 9, 2007 SC 13G

By signing below, Prudential Financial, Inc. certifies that, to the best of its

DOCUMENT TYPE SC 13G TEXT SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Name of Issuer: BPI ENERGY HOLDINGS, INC. Title of Class of Securities: Common Stock CUSIP Number: 055934103 1) NAME AND I.R.S. IDENTIFICATION NO. OF REPORTING PERSON Prudential Financial, Inc. 22-3703799 2.) MEMBER OF A GROUP: (a) N/A (b) N/A 3) SEC USE ONLY:

February 2, 2007 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 30, 2007 BPI Energy Holdi

BPI Energy Holdings, Inc. 8-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 30, 2007 BPI Energy Holdings, Inc. (Exact Name of Registrant as Specified in Charter) British Columbia, Canada 001-32695 75-318

January 3, 2007 POS AM

As filed with the Securities and Exchange Commission on January 3, 2007

As filed with the Securities and Exchange Commission on January 3, 2007 Registration No.

January 3, 2007 POS AM

As filed with the Securities and Exchange Commission on January 3, 2007

BPI Energy Holdings, Inc. POS AM As filed with the Securities and Exchange Commission on January 3, 2007 Registration No. 333-130122 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Post-Effective Amendment No. 3 to Form S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 BPI ENERGY HOLDINGS, INC. (Exact name of registrant as specified in its charter) British Columbi

December 22, 2006 S-8

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 BPI ENERGY HOLDINGS, INC. (Exact Name of Registrant as Specified in Its Charter) British Columbia, Canada 75-3183

Table of Contents Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 BPI ENERGY HOLDINGS, INC. (Exact Name of Registrant as Specified in Its Charter) British Columbia, Canada 75-3183021 (State of Incorporation) (I.R.S. Employer Identification No.) 30775 Bainbridge Road, Suite 280, Solon, Ohi

December 22, 2006 EX-24.1

POWER OF ATTORNEY

Exhibit 24.1 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned directors and officers of BPI Energy Holdings, Inc., a corporation organized under the laws of British Columbia (the “Corporation”), hereby constitutes and appoints James G. Azlein and Randy L. Elkins, and each of them, as his true and lawful attorney-in-fact, as agent with full power of substitution and re

December 19, 2006 424B3

Prospectus Supplement to Separate Prospectuses dated May 11, 2006

Filed Pursuant to Rule 424(b)(3) Registration No. 333-125483 Registration No. 333-130122 Prospectus Supplement to Separate Prospectuses dated May 11, 2006 This prospectus supplement amends and supplements the following prospectuses of BPI Energy Holdings, Inc. (“BPI”): • The prospectus dated May 11, 2006 that is contained in the Post-Effective Amendment No. 1 to Form S-1 registration statement fil

December 19, 2006 424B3

Prospectus Supplement to Separate Prospectuses dated May 11, 2006

BPI Energy Holdings, Inc. 424(b)(3) Filed Pursuant to Rule 424(b)(3) Registration No. 333-125483 Registration No. 333-130122 Prospectus Supplement to Separate Prospectuses dated May 11, 2006 This prospectus supplement amends and supplements the following prospectuses of BPI Energy Holdings, Inc. (“BPI”): • The prospectus dated May 11, 2006 that is contained in the Post-Effective Amendment No. 1 to

December 15, 2006 10-Q

United States Securities and Exchange Commission WASHINGTON, D.C. 20549 Form 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended October 31, 2006 Commission File No. 001-32695 BP

Table of Contents United States Securities and Exchange Commission WASHINGTON, D.C. 20549 Form 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended October 31, 2006 Commission File No. 001-32695 BPI Energy Holdings, Inc. (Exact Name of Registrant as Specified in Its Charter) British Columbia, Canada (State or Other Jurisdiction

November 21, 2006 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

BPI Energy Holdings DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

November 13, 2006 SC 13G/A

By signing below, Prudential Financial, Inc. certifies that, to the best of its

13G HTML File DOCUMENT TYPE SC 13G/A TEXT SECURITIES AND EXCHANGE COMMISSION Washington, D.

November 3, 2006 POS EX

As filed with the Securities and Exchange Commission on November 3, 2006

BPI ENERGY HOLDINGS, INC. POS EX As filed with the Securities and Exchange Commission on November 3, 2006 Registration No. 333-130122 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Post-Effective Amendment No. 2 to Form S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 BPI ENERGY HOLDINGS, INC. (Exact name of registrant as specified in its charter) British Columb

November 3, 2006 POS EX

As filed with the Securities and Exchange Commission on November 3, 2006

BPI ENERGY HOLDINGS, INC. POS EX As filed with the Securities and Exchange Commission on November 3, 2006 Registration No. 333-125483 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Post-Effective Amendment No. 2 to Form S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 BPI ENERGY HOLDINGS, INC. (Exact name of registrant as specified in its charter) British Columb

November 3, 2006 424B3

Prospectus Supplement to Separate Prospectuses dated May 11, 2006

BPI Energy Holdings, Inc. 424(b)(3) Filed Pursuant to Rule 424(b)(3) Registration No. 333-125483 Registration No. 333-130122 Prospectus Supplement to Separate Prospectuses dated May 11, 2006 This prospectus supplement amends and supplements the following prospectuses of BPI Energy Holdings, Inc. (“BPI”): • The prospectus dated May 11, 2006 that is contained in the Post-Effective Amendment No. 1 to

November 3, 2006 424B3

Prospectus Supplement to Separate Prospectuses dated May 11, 2006

BPI Energy Holdings, Inc. 424(b)(3) Filed Pursuant to Rule 424(b)(3) Registration No. 333-125483 Registration No. 333-130122 Prospectus Supplement to Separate Prospectuses dated May 11, 2006 This prospectus supplement amends and supplements the following prospectuses of BPI Energy Holdings, Inc. (“BPI”): • The prospectus dated May 11, 2006 that is contained in the Post-Effective Amendment No. 1 to

October 30, 2006 EX-10.22

TRANSACTION CONFIRMATION FOR IMMEDIATE DELIVERY Date: January 30, 2006 Transaction Confirmation #: Atmos Energy Marketing

Exhibit 10.22 TRANSACTION CONFIRMATION FOR IMMEDIATE DELIVERY Date: January 30, 2006 Transaction Confirmation #: Atmos Energy Marketing This Transaction Confirmation is subject to the Base Contract between Seller and Buyer dated December 1, 2004. The terms of this Transaction Confirmation are binding unless disputed in writing within 2 Business Days of receipt unless otherwise specified in the Bas

October 30, 2006 EX-24.1

POWER OF ATTORNEY

EX-24.1 EXHIBIT 24.1 POWER OF ATTORNEY Each of the persons signing his name below confirms, as of the date appearing opposite his signature, that James Azlein and Randy Elkins, and each of them, are authorized on his behalf to sign and to submit to the Securities and Exchange Commission such filings on Form 10-K as are required by the Securities Exchange Act of 1934. Each person so signing also co

October 30, 2006 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended July 31, 2006 Commission File Number: 001-32695 BPI Energ

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended July 31, 2006 Commission File Number: 001-32695 BPI Energy Holdings, Inc. (Exact name of registrant as specified in its charter) British Columbia, Canada 75-3183021 (State or other jurisdiction of incorporat

October 30, 2006 EX-21.1

LIST OF SUBSIDIARIES Name of Subsidiary State of Incorporation BPI Energy, Inc. Nevada

EX-21.1 EXHIBIT 21.1 LIST OF SUBSIDIARIES Name of Subsidiary State of Incorporation BPI Energy, Inc. Nevada

October 30, 2006 EX-10.12

MINERAL LEASE Prepared by: BPI Industries, Inc. 501 East DeYoung Street Marion, Illinois 62959 MINERAL LEASE

EX-10.12 Exhibit 10.12 MINERAL LEASE Prepared by: BPI Industries, Inc. 501 East DeYoung Street Marion, Illinois 62959 MINERAL LEASE This Mineral Lease (herein “this Lease”) is made and entered into this 9th day of September, 2006, by and between THE COUNTY OF WASHINGTON OF THE STATE OF ILLINOIS, Washington County Courthouse, Nashville, Illinois 62263 (herein the “Lessor”), and BPI ENERGY, INC., of

October 16, 2006 EX-10.1

SEPARATION AGREEMENT AND WAIVER AND RELEASE

Exhibit 10.1 SEPARATION AGREEMENT AND WAIVER AND RELEASE This Separation Agreement and Waiver and Release (this “Agreement”) is entered into by and between BPI Energy Holdings, Inc., a British Columbia corporation (together with its affiliates and subsidiaries, “BPI”), and George J. Zilich (“Zilich”) as of this 12th day of October, 2006. A. Zilich has been employed by BPI as its Chief Financial Of

October 16, 2006 EX-99.1

BPI Energy Announces Management Change

Exhibit 99.1 30775 Bainbridge Road, Suite 280 Solon, OH 44139 U.S.A. Tel: (440) 248-4200 Fax: (440) 249-4240 Press Release FOR IMMEDIATE RELEASE BPI Energy Announces Management Change Cleveland, OH—October 13, 2006—BPI Energy (“BPI”), the operating subsidiary of BPI Energy Holdings, Inc. (Amex: BPG), an independent energy company engaged in the exploration, production and commercial sale of coalbe

October 16, 2006 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 12, 2006 BPI Energy Holdings, Inc. (Exact Name of Registrant as Specified in Charter) British Columbia, Canada 001-32695 75-3183021 (State or Other Jurisdict

September 22, 2006 8-K

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 21, 2006 BPI Energy Holdings, Inc. (Exact Name of Registrant as Specified in Charter) British Columbia, Canada 001-32695 75-3183021 (State or Other Jurisdiction of Incorpora

September 22, 2006 EX-99.1

30775 Bainbridge Road, Suite 280 Solon, OH 44139 U.S.A. Tel: (440) 248-4200 Fax: (440) 249-4240

30775 Bainbridge Road, Suite 280 Solon, OH 44139 U.S.A. Tel: (440) 248-4200 Fax: (440) 249-4240 Press Release FOR IMMEDIATE RELEASE BPI Energy Proved Reserves Increase 43% to 14.7 Bcf at July 31, 2006 Cleveland, OH—September 21, 2006— BPI Energy (BPI), the operating subsidiary of BPI Energy Holdings, Inc. (Amex: BPG), an independent energy company engaged in the exploration, production and commerc

August 10, 2006 EX-99.1

30775 Bainbridge Road, Suite 280 Solon, OH 44139 U.S.A. Tel: (440) 248-4200 Fax: (440) 249-4240 BPI Energy Provides Operational Update Gas Sale Volumes Increase Sharply

Exhibit 99.1 30775 Bainbridge Road, Suite 280 Solon, OH 44139 U.S.A. Tel: (440) 248-4200 Fax: (440) 249-4240 Press Release FOR IMMEDIATE RELEASE BPI Energy Provides Operational Update Gas Sale Volumes Increase Sharply Cleveland, OH—August 8, 2006—BPI Energy (“BPI”) (Amex: BPG), an independent energy company engaged in the exploration, production and commercial sale of coalbed methane (CBM) in the

August 10, 2006 8-K

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 8, 2006 BPI Energy Holdings, Inc. (Exact Name of Registrant as Specified in Charter) British Columbia, Canada 001-32695 75-3183021 (State or Other Jurisdiction of Incorporation

June 27, 2006 EX-10.2

EX-10.2 Purchase and Sale Agreement

Exhibit 10.2 PURCHASE AND SALE AGREEMENT THIS PURCHASE AND SALE AGREEMENT (“Agreement”) is made as of June 23, 2006, by and between COLT, LLC a West Virginia limited liability company, 430 Harper Park Drive, Suite A, Beckley, West Virginia 25801 (referred to herein as “Seller”), and BPI ENERGY, INC., a Nevada corporation, 30775 Bainbridge Road Suite 280, Solon, Ohio 44139 (“Purchaser”). RECITALS W

June 27, 2006 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 23, 2006 BPI Energy Holdings

BPI Energy Holdings, Inc. 8-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 23, 2006 BPI Energy Holdings, Inc. (Exact Name of Registrant as Specified in Charter) British Columbia, Canada 001-32695 75-318302

June 27, 2006 EX-10.1

EX-10.1 Settlement and Mutual Release Agreement

EX-10.1 Exhibit 10.1 SETTLEMENT AND MUTUAL RELEASE AGREEMENT This Settlement and Mutual Release Agreement (“Settlement Agreement”) is made this 23rd day of June, 2006, by and among BPI Energy, Inc., for itself and as successor by merger or otherwise to Methane Management, Inc. and BPI Industries, Inc., (“BPI”), Colt LLC (“Colt”), AFC Coal Properties, Inc. (“AFC”), American Premier Underwriters, In

June 27, 2006 EX-99.1

30775 Bainbridge Road, Suite 280 Solon, OH 44139 U.S.A. Tel: (440) 248-4200 Fax: (440) 249-4240

Exhibit 99.1 30775 Bainbridge Road, Suite 280 Solon, OH 44139 U.S.A. Tel: (440) 248-4200 Fax: (440) 249-4240 Press Release FOR IMMEDIATE RELEASE BPI Energy Formalizes Settlement Agreement With Colt and All Other Defendants Cleveland, OH—June 23, 2006—BPI Energy (“BPI”) (Amex: BPG), an independent energy company engaged in the exploration, production and commercial sale of coalbed methane (CBM) in

June 27, 2006 EX-10.3

EX-10.3 Termination Agreement

EX-10.3 Exhibit 10.3 TERMINATION AGREEMENT This Termination Agreement (“Termination Agreement”) is made this 23rd day of June, 2006 by and between BPI Energy, Inc., for itself and as successor by merger or otherwise to Methane Management, Inc. and BPI Industries, Inc., (“BPI”), Colt LLC (“Colt”), AFC Coal Properties, Inc. (“AFC”), American Premier Underwriters, Inc. (“APU”), and Central States Coa

June 16, 2006 424B3

Prospectus Supplement to Separate Prospectuses dated May 11, 2006

Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-125483 Registration No. 333-130122 Prospectus Supplement to Separate Prospectuses dated May 11, 2006 This prospectus supplement amends and supplements the following prospectuses of BPI: • The prospectus dated May 11, 2006 that is contained in the Post-Effective Amendment No. 1 to Form S-1 registration statement filed by BPI wi

June 16, 2006 424B3

Prospectus Supplement to Separate Prospectuses dated May 11, 2006

Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-125483 Registration No. 333-130122 Prospectus Supplement to Separate Prospectuses dated May 11, 2006 This prospectus supplement amends and supplements the following prospectuses of BPI: • The prospectus dated May 11, 2006 that is contained in the Post-Effective Amendment No. 1 to Form S-1 registration statement filed by BPI wi

June 15, 2006 EX-99.1

30775 Bainbridge Road, Suite 280 Solon, OH 44139 U.S.A. Tel: (440) 248-4200 Fax: (440) 249-4240

Exhibit 99.1 30775 Bainbridge Road, Suite 280 Solon, OH 44139 U.S.A. Tel: (440) 248-4200 Fax: (440) 249-4240 Press Release FOR IMMEDIATE RELEASE BPI Energy Enters Into Memorandum of Understanding With Colt and All Other Defendants in Litigation BPI Retains Existing Wells and Production at Its Southern Illinois Basin Project Cleveland, OH—June 13, 2006—BPI Energy (“BPI”) (Amex: BPG), an independent

June 15, 2006 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 13, 2006 BPI Energy Holdings

BPI Energy Holdings, Inc. 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 13, 2006 BPI Energy Holdings, Inc. (Exact Name of Registrant as Specified in Charter) British Columbia, Canada 001-32695 75-3183021 (State or Other

June 15, 2006 EX-99.2

30775 Bainbridge Road, Suite 280 Solon, OH 44139 U.S.A. Tel: (440) 248-4200 Fax: (440) 249-4240

Exhibit 99.2 30775 Bainbridge Road, Suite 280 Solon, OH 44139 U.S.A. Tel: (440) 248-4200 Fax: (440) 249-4240 Press Release FOR IMMEDIATE RELEASE BPI Energy Announces Fiscal 2006 Third-Quarter Financial Results Cleveland, OH—June 14, 2006—BPI Energy (“BPI”) (Amex: BPG), an independent energy company engaged in the exploration, production and commercial sale of coalbed methane (CBM) in the Illinois

June 14, 2006 EX-10.3

EX-10.3 Settlement Memorandum of Understanding

Exhibit 10.3 SETTLEMENT MEMORANDUM OF UNDERSTANDING This Settlement Memorandum of Understanding (“Memorandum”) is made this 13th day of June, 2006, by and among BPI Energy, Inc., for itself and as successor by merger or otherwise to Methane Management, Inc. and BPI Industries, Inc., (“BPI”), Colt LLC (“Colt”), AFC Coal Properties, Inc. (“AFC”), American Premier Underwriters, Inc. (“APU”), and Cent

June 14, 2006 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended April 30, 2006 Commission File No. 001-32695 BPI

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended April 30, 2006 Commission File No. 001-32695 BPI Energy Holdings, Inc. (Exact Name of Registrant as Specified in Its Charter) British Columbia, Canada 75-3183021 (State or Other Jur

May 22, 2006 8-K

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 18, 2006 BPI Energy Holdings, Inc. (Exact Name of Registrant as Specified in Charter) British Columbia, Canada 001-32695 75-3183021 (State or Other Jurisdiction of Incorporation)

May 22, 2006 EX-99.1

30775 Bainbridge Road, Suite 280 Solon, OH 44139 U.S.A. Tel: (440) 248-4200 Fax: (440) 249-4240 BPI Energy Provides Operational Update Encounters 32 to 42 Feet of Coal at Its Northern Illinois Basin Project

Exhibit 99.1 30775 Bainbridge Road, Suite 280 Solon, OH 44139 U.S.A. Tel: (440) 248-4200 Fax: (440) 249-4240 Press Release FOR IMMEDIATE RELEASE BPI Energy Provides Operational Update Encounters 32 to 42 Feet of Coal at Its Northern Illinois Basin Project Cleveland, OH—May 18, 2006—BPI Energy (“BPI”) (Amex: BPG), an independent energy company engaged in the exploration, development and commercial

May 11, 2006 POS AM

As filed with the Securities and Exchange Commission on May 11, 2006

Table of Contents As filed with the Securities and Exchange Commission on May 11, 2006 Registration No.

May 11, 2006 EX-21.1

EX-21.1 Subsidiaries of BPI Energy Holdings

Exhibit 21.1 NAME OF SUBSIDIARY STATE OF INCORPORATION - - - BPI Energy, Inc. Nevada

May 11, 2006 EX-21.1

EX-21.1 Subsidiaries of BPI Energy Holdings

Exhibit 21.1 NAME OF SUBSIDIARY STATE OF INCORPORATION - - - BPI Energy, Inc. Nevada

May 11, 2006 POS AM

As filed with the Securities and Exchange Commission on May 11, 2006

Table of Contents As filed with the Securities and Exchange Commission on May 11, 2006 Registration No.

May 11, 2006 EX-24.1

EX-24.1 Power of Attorney

EXHIBIT 24.1 POWER OF ATTORNEY Each of the undersigned directors and executive officers of BPI Industries Inc., a corporation organized under the laws of British Columbia, which proposes to file with the Securities and Exchange Commission a Post-Effective Amendment to each of its currently effective Registration Statements on Form S-1 and any amendments or supplements thereto under the Securities

May 11, 2006 EX-24.1

EX-24.1 Power of Attorney

EXHIBIT 24.1 POWER OF ATTORNEY Each of the undersigned directors and executive officers of BPI Industries Inc., a corporation organized under the laws of British Columbia, which proposes to file with the Securities and Exchange Commission a Post-Effective Amendment to each of its currently effective Registration Statements on Form S-1 and any amendments or supplements thereto under the Securities

April 28, 2006 EX-10.2

EX-10.2 Agreement between BPI Energy/Christian Coal HLDGS

EX-10.2 Exhibit 10.2 TABLE OF CONTENTS CHRISTIAN COAL HOLDINGS, LLC – BPI ENERGY, INC. COAL SEAM GAS LEASE AGREEMENT SECTION TITLE PAGE 1. PROPERTY TO BE LEASED AND RESERVATIONS 1 2. PRIMARY TERM 2 3. ROYALTIES — PAYMENTS & REPORTS 4 4. POOLING 10 5. SHUT-IN OF PRODUCTION 11 6. DRAINAGE 12 7. OBLIGATIONS RELATED TO DRILLING 12 8. DEFAULT 13 9. ASSIGNMENT 14 10. WARRANTY AND PROPORTIONATE REDUCTION

April 28, 2006 EX-99.1

30775 Bainbridge Road, Suite 280 Solon, OH 44139 U.S.A. Tel: (440) 248-4200 Fax: (440) 249-4240 BPI Energy Expands Leasehold Position in the Northern Illinois Basin

Exhibit 99.1 30775 Bainbridge Road, Suite 280 Solon, OH 44139 U.S.A. Tel: (440) 248-4200 Fax: (440) 249-4240 Press Release FOR IMMEDIATE RELEASE BPI Energy Expands Leasehold Position in the Northern Illinois Basin Cleveland, OH—April 26, 2006—BPI Energy (“BPI”) (Amex: BPG), an independent energy company engaged in the exploration, development and commercial sale of coalbed methane (CBM) in the Ill

April 28, 2006 EX-10.1

EX-10.1 Agreement between BPI Energy/IEC (montgomery), LLC

Exhibit 10.1 TABLE OF CONTENTS IEC (MONTGOMERY), LLC – BPI ENERGY, INC. COAL SEAM GAS LEASE AGREEMENT SECTION TITLE PAGE 1. PROPERTY TO BE LEASED AND RESERVATIONS 1 2. PRIMARY TERM 3 3. ROYALTIES — PAYMENTS & REPORTS 4 4. POOLING 11 5. SHUT-IN OF PRODUCTION 12 6. DRAINAGE 12 7. OBLIGATIONS RELATED TO DRILLING 13 8. DEFAULT 13 9. ASSIGNMENT 15 10. WARRANTY AND PROPORTIONATE REDUCTION 15 11. PLUGGIN

April 28, 2006 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 26, 2006 BPI Energy Holdings, Inc. (Exact Name of Registrant as Specified in Charter) British Columbia, Canada 001-32695 75-3183021 (State or Other Jurisdictio

April 18, 2006 EX-99.1

30775 Bainbridge Road, Suite 280 Solon, OH 44139 U.S.A. Tel: (440) 248-4200 Fax: (440) 249-4240 Energy Industry Veteran Jim Craddock Joins BPI Energy as Senior Vice President of Operations

Exhibit 99.1 30775 Bainbridge Road, Suite 280 Solon, OH 44139 U.S.A. Tel: (440) 248-4200 Fax: (440) 249-4240 Press Release FOR IMMEDIATE RELEASE Energy Industry Veteran Jim Craddock Joins BPI Energy as Senior Vice President of Operations Cleveland, OH—April 18, 2006—BPI Energy (“BPI”) (Amex: BPG), an independent energy company engaged in the exploration, development and commercial sale of coalbed

April 18, 2006 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 18, 2006 BPI Energy Holdings, Inc. (Exact Name of Registrant as Specified in Charter) British Columbia, Canada 001-32695 75-3183021 (State or Other Jurisdiction of Incorporation

April 7, 2006 424B3

Prospectus Supplement to Separate Prospectuses dated November 18, 2005 and December 5, 2005

Filed Pursuant to Rule 424(b)(3) Registration No. 333-125483 Registration No. 333-130122 Prospectus Supplement to Separate Prospectuses dated November 18, 2005 and December 5, 2005 This prospectus supplement amends and supplements the following prospectuses of BPI: • The prospectus dated November 18, 2005 that is contained in the Form S-1 registration statement filed by BPI with the SEC on Novembe

April 7, 2006 EX-99.1

30775 Bainbridge Road, Suite 280 Solon, OH 44139 U.S.A. Tel: (440) 248-4200 Fax: (440) 249-4240 BPI Energy Files Drilling Permits for Initial Development Wells in the Northern Illinois Basin Announces CBM Projects Renamed

Exhibit 99.1 30775 Bainbridge Road, Suite 280 Solon, OH 44139 U.S.A. Tel: (440) 248-4200 Fax: (440) 249-4240 Press Release FOR IMMEDIATE RELEASE BPI Energy Files Drilling Permits for Initial Development Wells in the Northern Illinois Basin Announces CBM Projects Renamed Cleveland, OH—April 7, 2006—BPI Energy (“BPI”) (Amex: BPG), an independent energy company engaged in the exploration, development

April 7, 2006 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 7, 2006 BPI Energy Holdings

BPI Energy Holdings, Inc. 8-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 7, 2006 BPI Energy Holdings, Inc. (Exact Name of Registrant as Specified in Charter) British Columbia, Canada 001-32695 75-318302

April 7, 2006 424B3

Prospectus Supplement to Separate Prospectuses dated November 18, 2005 and December 5, 2005

424B3 1 l19538be424b3.htm BPI ENERGY HOLDINGS, INC. 424(B)(3) Filed Pursuant to Rule 424(b)(3) Registration No. 333-125483 Registration No. 333-130122 Prospectus Supplement to Separate Prospectuses dated November 18, 2005 and December 5, 2005 This prospectus supplement amends and supplements the following prospectuses of BPI: • The prospectus dated November 18, 2005 that is contained in the Form S

April 7, 2006 424B3

Prospectus Supplement to Separate Prospectuses dated November 18, 2005 and December 5, 2005

BPI ENERGY HOLDINGS, INC. 424(B)(3) Filed Pursuant to Rule 424(b)(3) Registration No. 333-125483 Registration No. 333-130122 Prospectus Supplement to Separate Prospectuses dated November 18, 2005 and December 5, 2005 This prospectus supplement amends and supplements the following prospectuses of BPI: • The prospectus dated November 18, 2005 that is contained in the Form S-1 registration statement

April 7, 2006 424B3

Prospectus Supplement to Separate Prospectuses dated November 18, 2005 and December 5, 2005

BPI Energy, Inc. 424(b)(3) Filed Pursuant to Rule 424(b)(3) Registration No. 333-125483 Registration No. 333-130122 Prospectus Supplement to Separate Prospectuses dated November 18, 2005 and December 5, 2005 This prospectus supplement amends and supplements the following prospectuses of BPI: • The prospectus dated November 18, 2005 that is contained in the Form S-1 registration statement filed by

April 6, 2006 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 5, 2006 BPI Energy Holdings

BPI Energy Holdings, Inc. 8-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 5, 2006 BPI Energy Holdings, Inc. (Exact Name of Registrant as Specified in Charter) British Columbia, Canada 001-32695 75-318302

April 6, 2006 EX-99.1

30775 Bainbridge Road, Suite 280 Solon, OH 44139 U.S.A. Tel: (440) 248-4200 Fax: (440) 249-4240 BPI Energy Provides Litigation and Interim Operational Update

Exhibit 99.1 Exhibit 99.1 30775 Bainbridge Road, Suite 280 Solon, OH 44139 U.S.A. Tel: (440) 248-4200 Fax: (440) 249-4240 Press Release FOR IMMEDIATE RELEASE BPI Energy Provides Litigation and Interim Operational Update Cleveland, OH—April 5, 2006—BPI Energy (“BPI”) (Amex: BPG), an independent energy company engaged in the exploration, development and commercial sale of coalbed methane (CBM) in th

April 4, 2006 424B3

Prospectus Supplement to Separate Prospectuses dated November 18, 2005 and December 5, 2005

Filed Pursuant to Rule 424(b)(3) Registration No. 333-125483 Registration No. 333-130122 Prospectus Supplement to Separate Prospectuses dated November 18, 2005 and December 5, 2005 This prospectus supplement amends and supplements the following prospectuses of BPI: • The prospectus dated November 18, 2005 that is contained in the Form S-1 registration statement filed by BPI with the SEC on Novembe

April 4, 2006 424B3

Prospectus Supplement to Separate Prospectuses dated November 18, 2005 and December 5, 2005

BPI Energy 424(b)(3) Filed Pursuant to Rule 424(b)(3) Registration No. 333-125483 Registration No. 333-130122 Prospectus Supplement to Separate Prospectuses dated November 18, 2005 and December 5, 2005 This prospectus supplement amends and supplements the following prospectuses of BPI: • The prospectus dated November 18, 2005 that is contained in the Form S-1 registration statement filed by BPI wi

April 3, 2006 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 3, 2006 BPI Energy Holdings

BPI Energy Holdings, Inc. 8-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 3, 2006 BPI Energy Holdings, Inc. (Exact Name of Registrant as Specified in Charter) British Columbia, Canada 001-32695 75-318302

April 3, 2006 EX-99.1

30775 Bainbridge Road, Suite 280 Solon, OH 44139 U.S.A. Tel: (440) 248-4200 Fax: (440) 249-4240 BPI Energy Announces Federal Court Decision on Preliminary Injunction in Suit With Colt

Exhibit 99.1 Exhibit 99.1 30775 Bainbridge Road, Suite 280 Solon, OH 44139 U.S.A. Tel: (440) 248-4200 Fax: (440) 249-4240 Press Release FOR IMMEDIATE RELEASE BPI Energy Announces Federal Court Decision on Preliminary Injunction in Suit With Colt Cleveland, OH—April 3, 2006—BPI Energy (“BPI”) (Amex: BPG), an independent energy company engaged in the exploration, development and commercial sale of c

March 21, 2006 424B3

Prospectus Supplement to Separate Prospectuses dated November 18, 2005 and December 5, 2005

Filed Pursuant to Rule 424(b)(3) Registration No. 333-125483 Registration No. 333-130122 Prospectus Supplement to Separate Prospectuses dated November 18, 2005 and December 5, 2005 This prospectus supplement amends and supplements the following prospectuses of BPI: • The prospectus dated November 18, 2005 that is contained in the Form S-1 registration statement filed by BPI with the SEC on Novembe

March 21, 2006 424B3

Prospectus Supplement to Separate Prospectuses dated November 18, 2005 and December 5, 2005

Filed Pursuant to Rule 424(b)(3) Registration No. 333-125483 Registration No. 333-130122 Prospectus Supplement to Separate Prospectuses dated November 18, 2005 and December 5, 2005 This prospectus supplement amends and supplements the following prospectuses of BPI: • The prospectus dated November 18, 2005 that is contained in the Form S-1 registration statement filed by BPI with the SEC on Novembe

March 15, 2006 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended January 31, 2006 Commission File No. 001-32695 BP

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended January 31, 2006 Commission File No. 001-32695 BPI Energy Holdings, Inc. (Exact Name of Registrant as Specified in Its Charter) British Columbia, Canada (State or Other Jurisdiction of Incorporation

March 3, 2006 8-K

Current Report

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 27, 2006 BPI Energy Holdings, Inc. (Exact Name of Registrant as Specified in Charter) British Columbia, Canada 001-32695 75-3183021 (State or Other Jurisdic

February 16, 2006 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 14, 2006 BPI Energy Hold

BPI Energy Holdings, Inc. 8-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 14, 2006 BPI Energy Holdings, Inc. (Exact Name of Registrant as Specified in Charter) British Columbia, Canada 001-32695 75-31

February 16, 2006 EX-99.1

BPI Energy Provides Operational Update for the Fiscal 2006 Second Quarter Sales of Coalbed Methane Increase 38 Percent

Exhibit 99.1 30775 Bainbridge Road, Suite 280 Solon, OH 44139 U.S.A. Tel: (440) 248-4200 Fax: (440) 249-4240 Press Release FOR IMMEDIATE RELEASE BPI Energy Provides Operational Update for the Fiscal 2006 Second Quarter Sales of Coalbed Methane Increase 38 Percent Cleveland, OH—February 14, 2006—BPI Energy (“BPI”) (Amex: BPG), an independent energy company engaged in the exploration, development an

February 14, 2006 SC 13G

SCHEDULE 13G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* BPI Industries Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 055934103 (CUSIP Number) December 30, 2005 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sche

February 10, 2006 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 9, 2006 BPI Energy Holdi

BPI Energy Holdings, Inc. 8-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 9, 2006 BPI Energy Holdings, Inc. (Exact Name of Registrant as Specified in Charter) British Columbia, Canada 001-32695 75-318

February 10, 2006 EX-99.1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A (RULE 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

Table of Contents Exhibit 99.1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A (RULE 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant þ Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for

January 13, 2006 424B3

Prospectus Supplement to Separate Prospectuses dated November 18, 2005 and December 5, 2005

Filed Pursuant to Rule 424(b)(3) Registration No. 333-125483 Registration No. 333-130122 Prospectus Supplement to Separate Prospectuses dated November 18, 2005 and December 5, 2005 This prospectus supplement amends and supplements the following prospectuses of BPI: • The prospectus dated November 18, 2005 that is contained in the Form S-1 registration statement filed by BPI with the SEC on Novembe

January 13, 2006 424B3

Prospectus Supplement to Separate Prospectuses dated November 18, 2005 and December 5, 2005

Filed Pursuant to Rule 424(b)(3) Registration No. 333-125483 Registration No. 333-130122 Prospectus Supplement to Separate Prospectuses dated November 18, 2005 and December 5, 2005 This prospectus supplement amends and supplements the following prospectuses of BPI: • The prospectus dated November 18, 2005 that is contained in the Form S-1 registration statement filed by BPI with the SEC on Novembe

January 12, 2006 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A (RULE 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A (RULE 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.

January 10, 2006 SC 13G

By signing below, Prudential Financial, Inc. certifies that, to the best of its

DOCUMENT TYPE SC 13G TEXT SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Name of Issuer: BPI Industries Inc. Title of Class of Securities: Common Stock CUSIP Number: 055934103 1) NAME AND I.R.S. IDENTIFICATION NO. OF REPORTING PERSON Prudential Financial, Inc. 22-3703799 2.) MEMBER OF A GROUP: (a) N/A (b) N/A 3) SEC USE ONLY: 4) PLA

January 10, 2006 10-Q

United States Securities and Exchange Commission WASHINGTON, D.C. 20549 Form 10 - Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended October 31, 2005 Commission File No. 001-32695

Table of Contents United States Securities and Exchange Commission WASHINGTON, D.C. 20549 Form 10 - Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended October 31, 2005 Commission File No. 001-32695 BPI Industries Inc. (Exact Name of Registrant as Specified in Its Charter) British Columbia, Canada 75-3183021 (State or Other Juris

December 23, 2005 PRE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A (RULE 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A (RULE 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.

December 20, 2005 EX-24.1

EX-24.1 Power of Attorney

EX-24.1 Power of Attorney Exhibit 24.1 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned directors and officers of BPI Industries Inc., a corporation organized under the laws of British Columbia (the “Corporation”), hereby constitutes and appoints George J. Zilich as his true and lawful attorney-in-fact, as agent with full power of substitution and resubstitution for h

December 20, 2005 S-8

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 BPI INDUSTRIES INC. (Exact Name of Registrant as Specified in Its Charter) British Columbia, Canada 75-3183021 (S

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 BPI INDUSTRIES INC. (Exact Name of Registrant as Specified in Its Charter) British Columbia, Canada 75-3183021 (State of Incorporation) (I.R.S. Employer Identification No.) 30775 Bainbridge Road, Suite 280, Solon, Ohio 44139 (Address of Principa

December 15, 2005 EX-99.A

CUSIP No. 055934103 13G Page 7 of 7 pages SUBSIDIARIES ACQUIRING SECURITIES BEING REPORTED ON BY THE PARENT HOLDING COMPANY OR CONTROL PERSON Company Type of Company First State Investment Management (UK) Limited IA Colonial First State Investments L

CUSIP No. 055934103 13G Page 7 of 7 pages EXHIBIT A SUBSIDIARIES ACQUIRING SECURITIES BEING REPORTED ON BY THE PARENT HOLDING COMPANY OR CONTROL PERSON Company Type of Company First State Investment Management (UK) Limited IA Colonial First State Investments Ltd IA

December 15, 2005 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 13, 2005 BPI Industries

BPI Industries Inc. 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 13, 2005 BPI Industries Inc. (Exact Name of Registrant as Specified in Charter) British Columbia, Canada 001-32695 75-3183021 (State or Other Jurisdic

December 15, 2005 EX-99.1

BPI INDUSTRIES INC. 2005 OMNIBUS STOCK PLAN

Exhibit 99.1 Exhibit 99.1 BPI INDUSTRIES INC. 2005 OMNIBUS STOCK PLAN 1. PURPOSE The BPI Industries Inc. 2005 Omnibus Stock Plan (the “Plan”) is designed to foster and promote the long-term growth and performance of the Company by: (a) enhancing the Company’s ability to attract and retain qualified employees and Directors and (b) motivating employees and Directors through stock ownership and perfo

December 15, 2005 SC 13G

SEC 1745 Potential persons who are to respond to the collection of information contained (6-00) in this form are not required to respond unless the form displays a currently valid OMB control number.

ORIGINAL FILING ON SCHEDULE 13G SEC 1745 Potential persons who are to respond to the collection of information contained (6-00) in this form are not required to respond unless the form displays a currently valid OMB control number.

December 8, 2005 SC 13D

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* BPI INDUSTRIES INC. (Name of Issuer) COMMON STOCK, WITHOUT PAR VALUE (Title of Class of Securities) 05593

BPI INDUSTRIES INC. FORM SC 13D OMB APPROVAL OMB Number: 3235-0145 Expires: December 31, 2005 Estimated average burden hours per response...15 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* BPI INDUSTRIES INC. (Name of Issuer) COMMON STOCK, WITHOUT PAR VALUE (Title of Class of Securities) 055934103 (C

December 7, 2005 8-A12B

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 BPI Industries Inc. (Exact Name of Registrant as Specified

BPI Industries Inc. Form 8-A12B SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 BPI Industries Inc. (Exact Name of Registrant as Specified in Its Charter) British Columbia, Canada 75-3183021 (State of Incorporation or Organization) (I.R.S. Employer Identifi

December 5, 2005 S-1

As filed with the Securities and Exchange Commission on December 5, 2005

BPI INDUSTRIES INC. FORM S-1 Table of Contents As filed with the Securities and Exchange Commission on December 5, 2005 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 BPI INDUSTRIES INC. (Exact name of registrant as specified in its charter) British Columbia, Canada 1311 75-3183021 (Stat

December 5, 2005 EX-24.1

EX-24.1 Power of Attorney

EXHIBIT 24.1 POWER OF ATTORNEY Each of the undersigned directors and executive officers of BPI Industries Inc., a corporation organized under the laws of British Columbia, which proposes to file with the Securities and Exchange Commission a Registration Statement on Form S-1 and any amendments or supplements thereto under the Securities Act of 1933, as amended, with respect to the resale of shares

November 30, 2005 CORRESP

BPI Industries Inc. 30775 Bainbridge Road, Suite 280 Solon, Ohio 44139

BPI Industries Inc. 30775 Bainbridge Road, Suite 280 Solon, Ohio 44139 November 30, 2005 VIA EDGAR and FACSIMILE (202) 772-9220 U.S. Securities and Exchange Commission Division of Corporation Finance Attn. Ms. Mellissa Campbell Duru Washington, D.C. 20549-7010 Re: BPI Industries Inc. Form S-1 File No. 333-125483 Ladies and Gentlemen: Pursuant to Rule 461 of the Securities Act of 1933, as amended,

November 18, 2005 S-1/A

As filed with the Securities and Exchange Commission on November 18, 2005

Table of Contents As filed with the Securities and Exchange Commission on November 18, 2005 Registration No.

November 18, 2005 CORRESP

CORRESP

BPI INDUSTRIES INC. 30775 Bainbridge Road, Suite 280 Solon, Ohio 44139 November 18, 2005 United States Securities and Exchange Commission Division of Corporation Finance Attn: Ms. Mellissa Campbell Duru Washington, D.C. 20549-7010 RE: BPI Industries, Inc. Amendment No. 3 to the Registration Statement on Form S-1 Filed October 28, 2005 File No. 333-125483 Ladies and Gentlemen: This letter is in res

October 28, 2005 EX-16.1

EX-16.1 Letter from Former Independent Accounting Firm

Exhibit 16.1 DE VISSER GRAY CHARTERED ACCOUNTANTS 401 - 905 West Pender Street Vancouver, BC Canada V6C1L6 Tel: (604) 687-5447 Fax: (604) 687-6737 September 30, 2005 Securities and Exchange Commission Division of Corporate Finance 450 5th Street, NW Washington, D.C. 20549-7010 Attention: Mellissa Campbell Duru We were previously principal accountants for BPI Industries Inc. ("the Company") and we

October 28, 2005 S-1/A

As filed with the Securities and Exchange Commission on October 28, 2005

BPI Industries Inc. S-1/A Table of Contents As filed with the Securities and Exchange Commission on October 28, 2005 Registration No. 333-125483 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 3 to Form S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 BPI INDUSTRIES INC. (Exact name of registrant as specified in its charter) British Columbia, Canada

October 28, 2005 EX-10.23

EX-10.23 Stock Purchase Agreement Dated Sept 20 2005

Exhibit 10.23 EXECUTION VERSION STOCK PURCHASE AGREEMENT THIS PURCHASE AGREEMENT (this "Agreement") is made and entered into as of September 21, 2005, by and between BPI Industries Inc, a British Columbia corporation (the "Company"), and each of the purchasers set forth on the signature page hereof (the "Investors"). 1. Authorization of Issuance and Sale of Shares. Subject to the terms and conditi

October 28, 2005 EX-10.24

EX-10.24 Form of Confidential Lock-up Agreement

EXHIBIT 10.24 September 26, 2005 KeyBanc Capital Markets As Representative of the Co-Placement Agents 127 Public Square Cleveland, Ohio 44114 Ladies and Gentlemen: This letter is being delivered to KeyBanc Capital Markets, a division of McDonald Investments Inc., it its capacity as placement agent and on behalf of Sanders Morris Harris, Inc. (the "Placement Agent") of BPI Industries Inc., a Britis

October 28, 2005 CORRESP

CORRESP

BPI INDUSTRIES INC. 30775 Bainbridge Road, Suite 280 Solon, Ohio 44139 October 28, 2005 United States Securities and Exchange Commission Division of Corporation Finance Attn: Mellissa Campbell Duru Washington, D.C. 20549-7010 RE: BPI Industries, Inc. Amendment No. 2 to the Registration Statement on Form S-1 Filed September 6, 2005 File No. 333-125483 Ladies and Gentlemen: This letter is in respons

September 6, 2005 EX-10.21

EX-10.21 Letter Agreement Dated July 7, 2005

Exhibit 10.21 [LETTERHEAD OF KEYBANC CAPITAL MARKETS] July 7, 2005 PERSONAL AND CONFIDENTIAL BPI Industries, Inc. 30775 Bainbridge Rd. Suite 200 Solon, Ohio 44139 Attention: James G. Azlein, President Dear Sir: We are pleased to confirm the arrangements under which KeyBanc Capital Markets, a division of McDonald Investments Inc. ("KBCM"), and Sanders Morris Harris, Inc. ("SMH" and, together with K

September 6, 2005 S-1/A

As filed with the Securities and Exchange Commission on September 2, 2005

BPI Industries Inc. S-1/A Table of Contents As filed with the Securities and Exchange Commission on September 2, 2005 Registration No. 333-125483 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 to Form S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 BPI INDUSTRIES INC. (Exact name of registrant as specified in its charter) British Columbia, Canad

September 6, 2005 EX-10.22

EX-10.22 Base Contract for Sale and Purchase of Natural Gas

EXHIBIT 10.22 BASE CONTRACT FOR SALE AND PURCHASE OF NATURAL GAS This Base Contract is entered into as of the following date: December 1, 2004. The parties to this Base Contract are the following: ATMOS ENERGY MARKETING, LLC and BPI INDUSTRIES INC. - - - 11251 Northwest Freeway, Suite 400, Houston, Texas 77092 - - Duns Number: 83-570-5831 Duns Number: - - Contract Number: Contract Number: - - U.S.

September 6, 2005 CORRESP

CORRESP

BPI INDUSTRIES INC. 30775 Bainbridge Road, Suite 280 Solon, Ohio 44139 September 2, 2005 VIA EDGAR, FACSIMILE AND OVERNIGHT MAIL United States Securities and Exchange Commission Division of Corporation Finance Attn: Mellissa Campbell Duru Washington, D.C. 20549-7010 File: BPI Industries Inc. Amendment No. 1 to Form S-1 filed August 9, 2005 File No. 333-125483 Ladies and Gentlemen: This letter is i

August 9, 2005 CORRESP

CORRESP

August 9, 2005 VIA EDGAR, FACSIMILE AND U.S. MAIL United States Securities and Exchange Commission Division of Corporation Finance Attn: Mellissa Campbell Duru Washington, D.C. 20549-7010 File: BPI Industries, Inc. Form S-1 filed June 3, 2005 File No. 333-125483 Ladies and Gentlemen: This letter is in response to the comments made by the staff of the Commission in a letter dated July 1, 2005 with

August 9, 2005 EX-10.21

EX-10.21 Letter Agreement

Exhibit 10.21 [LETTERHEAD OF KEYBANC CAPITAL MARKETS] July 7, 2005 PERSONAL AND CONFIDENTIAL BPI Industries, Inc. 30775 Bainbridge Rd. Suite 200 Solon, Ohio 44139 Attention: James G. Azlein, President Dear Sir: We are pleased to confirm the arrangements under which KeyBanc Capital Markets, a division of McDonald Investments Inc. ("KBCM"), and Sanders Morris Harris, Inc. ("SMH" and, together with K

August 9, 2005 S-1/A

As filed with the Securities and Exchange Commission on August 9, 2005

BPI Industries Inc. S-1/A Table of Contents As filed with the Securities and Exchange Commission on August 9, 2005 Registration No. 333-125483 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to Form S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 BPI INDUSTRIES INC. (Exact name of registrant as specified in its charter) British Columbia, Canada 1

June 3, 2005 EX-10.19

EX-10.19: CONFIDENTIAL LOCK-UP AGREEMENT

EXHIBIT 10.19 CONFIDENTIAL LOCK-UP AGREEMENT December 31, 2004 BPI Industries, Inc. 885 W. Georgia Street, Suite 1500 Vancouver, British Columbia V6C 1V5 Canada Attention: Board of Directors Gentlemen: I understand that BPI Industries Inc., a British Columbia corporation (the "Company"), will be conducting a private placement of common shares and warrants to purchase common shares intended to rais

June 3, 2005 EX-3.1

EX-3.1: ARTICLES OF INCORPORATION

EXHIBIT 3.1 BPI INDUSTRIES INC. (THE "COMPANY") INCORPORATION NUMBER: BCO214676 BPI INDUSTRIES INC. (THE "COMPANY") ARTICLES 1. Interpretation....................................................................... 1 2. Shares and Share Certificates........................................................ 2 3. Issue of Shares...................................................................... 4 4.

June 3, 2005 EX-10.17

EX-10.17: ELKINS EMPLOYMENT AGREEMENT LETTER

EXHIBIT 10.17 DATE: Monday, January 31, 2005 7:30 PM FROM: James Azlein TO: [email protected] CC: jazlein(C)msn.com, [email protected] SUBJECT: Terms of your employment Hi Randy, 1. Your position will be controller and your duties will be those normally associated with those of a controller of a public company. These will include preparing financial statements and assembling the necessary in

June 3, 2005 EX-10.18

EX-10.18: AZLEIN EMPLOYMENT AGREEMENT

EXHIBIT 10.18 AGREEMENT THIS AGREEMENT made the 17th day of April, 2004. BETWEEN: BPI INDUSTRIES INC. , a company incorporated under the laws of the Province of British Columbia and having an office at Suite 1500, 885 W. Georgia St., Vancouver, BC V6C 3E8 (hereinafter referred to as the "COMPANY") OF THE FIRST PART AND: JAMES AZLEIN, of 195 South Main Street, Chagrin Falls, Ohio 44022, (hereinafte

June 3, 2005 EX-10.7

EX-10.7: AMEND TO OIL, GAS AND BOALBED METHANE GAS LEASE

EXHIBIT 10.7 AMENDMENT TO OIL, GAS AND COALBED METHANE GAS LEASE This amendment is made this 23rd day of November, 2004, by and among AMERICAN PREMIER UNDERWRITERS, INC. and AFC COAL PROPERTIES, INC., (hereinafter collectively referred to as "Lessor) and BPI INDUSTRIES INC., hereinafter referred to as "Lessee"). W I T N E S S E T H Whereas, Lessor and Lessee are parties to that certain Oil, Gas an

June 3, 2005 EX-10.10

EX-10.10: MINERAL LEASE DATED 11/12/03-SHELBY

EXHIBIT 10.10 MINERAL LEASE Prepared by: BPI Industries, Inc. 501 East DeYoung Street Marion, Illinois 62959 MINERAL LEASE This Mineral Lease (herein "this Lease") is made and entered into this 12th day of November, 2003, by and between the COUNTY OF SHELBY, ILLINOIS, with the address of Shelby County Courthouse, 310 East Main Street, Shelbyville, Illinois 62565 (herein the "Lessor"), and BPI INDU

June 3, 2005 EX-10.1

EX-10.1: FINANCIAL ADVISOR AGREEMENT DATED 9/29/04

EXHIBIT 10.1 FINANCIAL ADVISORY AGREEMENT This Financial Advisory Agreement (the "Agreement") is made as of the 29th day of September, 2004 by and between BPI Industries, Inc., a British Columbia corporation ("BPI" or the "Company") and Sanders Morris Harris Inc., a Texas corporation ("SMH" or the "Advisor"). The term BPI or Company is understood to include any entity in which the Company has an o

June 3, 2005 EX-10.12

EX-10.12: OPTION TO PURCHASE MINERAL LEASE

EXHIBIT 10.12 OPTION TO PURCHASE MINERAL LEASE Prepared by: Craig R. Hedin Attorney at Law P.O. Drawer C Mt. Vernon, Illinois 62864 OPTION TO PURCHASE MINERAL LEASE This option to purchase Mineral Lease (herein "this Option") is made this 9th day of September, 2003, by and between THE COUNTY OF WASHINGTON, OF THE STATE OF ILLINOIS, (herein "Optionor") and BPI INDUSTRIES, INC., of 501 East DeYoung

June 3, 2005 EX-4.1

EX-4.1: COMMON STOCK PURCHASE WARRANT DATED 12/31/04

EXHIBIT 4.1 NEITHER THIS WARRANT NOR THE SHARES OF COMMON STOCK ISSUABLE UPON ITS EXERCISE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD, OR OTHERWISE TRANSFERRED, PLEDGED, OR HYPOTHECATED UNLESS (I) PURSUANT TO REGISTRATION UNDER THE SECURITIES ACT OR (II) IN COMPLIANCE WITH AN EXEMPT

June 3, 2005 EX-4.4

EX-4.4: FORM OF SUBSCRIPTION AGREEMENT

EXHIBIT 4.4 BPI INDUSTRIES INC. ACKNOWLEDGMENT OF RECEIPT OF CONFIDENTIAL PRIVATE PLACEMENT MEMORANDUM No. The undersigned, as a condition to the receipt of the Confidential Private Placement Memorandum of BPI Industries Inc. dated December , 2004 (the "Memorandum"), represents and agrees as follows: I acknowledge receipt of the numbered Memorandum. I acknowledge that the Memorandum is furnished t

June 3, 2005 EX-10.14

EX-10.14: FARMOUT AGREEMENT

EXHIBIT 10.14 FARMOUT AGREEMENT THIS AGREEMENT, made and entered into this the 2nd day of November 2004, by and between ADDINGTON EXPLORATION, LLC., 2501 Broadway St, Catlettsburg, Kentucky 41129, hereinafter referred to as "ADDINGTON", and BPI Industries, Inc., 501 East DeYoung Street, Marion, Illinois 62959 hereinafter referred to as "FARMEE". WITNESSETH, THAT: WHEREAS, ADDINGTON is the owner of

June 3, 2005 EX-10.4

EX-10.4: AMENDMENT #1 TO REGISTRATION RIGHTS AGREEMENT

EXHIBIT 10.4 AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT This AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT (this "AMENDMENT") is made and entered into as of April 20, 2005 among BPI Industries Inc., a British Columbia corporation (the "COMPANY"), and the holders of shares of the Company's Common Stock that are listed on the signatures pages to this Amendment (the "PURCHASERS"). A. The Pur

June 3, 2005 EX-10.6

EX-10.6: OIL, GAS AND COALBED METHANE GAS LEASE

EXHIBIT 10.6 OIL, GAS AND COALBED METHANE GAS LEASE This agreement (this "Lease") is made as of the 3rd day of April, 2001 (the "Lease Date") by and among AFC Coal Properties, Inc., an Ohio corporation, whose address is 580 Walnut Street, 9th Floor, Cincinnati, Ohio 45202, and American Premier Underwriters, Inc., a Pennsylvania corporation, whose address is 580 Walnut Street, 9th Floor, Cincinnati

June 3, 2005 EX-10.2

EX-10.2: PLACEMENT AGENT AGREEMENT

EXHIBIT 10.2 PLACEMENT AGENT AGREEMENT December 8, 2004 Sanders Morris Harris Inc. 600 Travis, Suite 3100 Houston, Texas 77002 Dear Sirs: 1. Introductory. BPI Industries, Inc., a British Columbia corporation (the "Company"), proposes to offer, issue, and sell to investors ("Purchasers") up to 5,600,000 units ("Units"), each unit consisting of two shares of Common Stock, without par value (the "Com

June 3, 2005 EX-10.8

EX-10.8: OPTION TO PURCHASE MINERAL LEASE-MONTGOMERY

EXHIBIT 10.8 OPTION TO PURCHASE MINERAL LEASE Prepared by: Craig R. Hedin Attorney at Law P.O. Drawer C Mt. Vernon, Illinois 62864 OPTION TO PURCHASE MINERAL LEASE This option to purchase Mineral Lease (herein "this Option") is made this 10TH. day of October 10, 2002, by and between the COUNTY OF MONTGOMERY, ILLINOIS, with and address of Montgomery County Courthouse, Hillsboro, Illinois (herein "O

June 3, 2005 EX-10.11

EX-10.11: OPTION TO PURCHASE MINERAL LEASE-CLINTON

EXHIBIT 10.11 OPTION TO PURCHASE MINERAL LEASE Prepared by: Craig R. Hedin Attorney at Law P.O. Drawer C Mt. Vernon, Illinois 62864 OPTION TO PURCHASE MINERAL LEASE This option to purchase Mineral Lease (herein "this Option") is made this 3rd. day of November, 2003, by and between the COUNTY OF CLINTON OF THE STATE OF ILLINOIS, Clinton County Courthouse, 850 Fairfax Street, Carlyle, Illinois 62231

June 3, 2005 EX-10.9

EX-10.9: OPTION TO PURCHASE MENERAL LEASE-CHRISTIAN

EXHIBIT 10.9 OPTION TO PURCHASE MINERAL LEASE Prepared by: Craig R. Hedin Attorney at Law P.O. Drawer C Mt. Vernon, Illinois 62864 OPTION TO PURCHASE MINERAL LEASE This option to purchase Mineral Lease (herein "this Option") is made this 20th. day of January, 2004, by and between THE COUNTY OF CHRISTIAN OF THE STATE OF ILLINOIS, Christian County Courthouse, Taylorville, Illinois 62568 (herein "Opt

June 3, 2005 EX-10.13

EX-10.13: OPTION TO PURCHASE MINERAL LEASE-MARION

EXHIBIT 10.13 OPTION TO PURCHASE MINERAL LEASE Prepared by: Craig R. Hedin Attorney at Law P.O. Drawer C Mt. Vernon, Illinois 62864 OPTION TO PURCHASE MINERAL LEASE This option to purchase Mineral Lease (herein "this Option") is made this 8th day of June, 2004, by and between the, COUNTY OF MARION ILLINOIS, with and address of Marion County Courthouse, 100 East Main St., Salem, Illinois 62881 (her

June 3, 2005 EX-10.5

EX-10.5: TECHNICAL SERVICES AGREEMENT

EXHIBIT 10.5 TECHNICAL SERVICES AGREEMENT (ILLINOIS COALBED METHANE PROJECT) THIS TECHNICAL SERVICES AGREEMENT ("AGREEMENT") is made and effective this 31st day of March, 2005, (the "EFFECTIVE DATE") by and between BPI INDUSTRIES INC., a British Columbia, Canada corporation, BPI INDUSTRIES (USA), INC., a Nevada corporation, and METHANE MANAGEMENT, INC., an Ohio corporation, (collectively "BPI"), a

June 3, 2005 EX-4.2

EX-4.2: COMMON STOCK PURCHASE WARRANT DATED 1/12/05

EXHIBIT 4.2 NEITHER THIS WARRANT NOR THE SHARES OF COMMON STOCK ISSUABLE UPON ITS EXERCISE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD, OR OTHERWISE TRANSFERRED, PLEDGED, OR HYPOTHECATED UNLESS (I) PURSUANT TO REGISTRATION UNDER THE SECURITIES ACT OR (II) IN COMPLIANCE WITH AN EXEMPT

June 3, 2005 EX-24.1

EX-24.1: POWER OF ATTORNEY

Exhibit 24.1 POWER OF ATTORNEY Each of the undersigned directors and executive officers of BPI Industries Inc., a corporation organized under the laws of British Columbia, which proposes to file with the Securities and Exchange Commission a Registration Statement on Form S-1 and any amendments or supplements thereto under the Securities Act of 1933, as amended, with respect to the resale of shares

June 3, 2005 EX-10.20

EX-10.20: CONFIDENTIAL LOCK-UP AGREEMENT

EXHIBIT 10.20 CONFIDENTIAL LOCKUP AGREEMENT December 31, 2004 BPI Industries, Inc. 885 W. Georgia Street, Suite 1500 Vancouver, British Columbia V6C 1V5 Canada Attention: Board of Directors Gentlemen: I understand that BPI Industries Inc,, a British Columbia corporation (the "Company"), will be conducting a private placement of common shares and warrants to purchase common shares intended to raise

June 3, 2005 EX-10.3

EX-10.3: REIGISTRATION RIGHTS AGREEMENT

EXHIBIT 10.3 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (the "AGREEMENT") is made and entered into as of December 30, 2004 (the "EFFECTIVE DATE") among BPI Industries Inc., a British Columbia corporation (the "COMPANY"), the parties set forth Exhibit A hereto (each, a "PURCHASER" and collectively, the "PURCHASERS"), and the parties set forth on the signature page. RECITALS: A

June 3, 2005 EX-4.3

EX-4.3: WARRANT CERTIFICATE

EXHIBIT 4.3 UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THE SECURITIES SHALL NOT TRADE THE SECURITIES BEFORE . WITHOUT PRIOR WRITTEN APPROVAL OF THE EXCHANGE AND COMPLIANCE WITH ALL APPLICABLE SECURITIES LEGISLATION, THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE TRADED ON OR THROUGH THE FACILITIES OF THE TSX VENTURE EXCHANGE

June 3, 2005 EX-10.16

EX-10.16: ZILICH EMPLOYMENT AGREEMENT LETTER

EXHIBIT 10.16 January 6, 2005 George Zilich 840 Rock Creek Drive Aurora, Ohio 44202 Dear Mr. Zilich: This letter agreement outlines the terms of your employment with BPI Industries, Inc. ("BPI"). The terms are as follows: 1. Your title will be Chief Financial Officer ("CFO") and your duties will be those ordinarily associated with a CFO for a company of comparable size and makeup (in terms of capi

June 3, 2005 EX-21.1

EX-21.1: SUBSIDIARIES

. . . Exhibit 21.1 Subsidiaries of BPI Industries, Inc. NAME OF SUBSIDIARY STATE OF INCORPORATION - - - BPI Industries (USA), Inc. Nevada Methane Management, Inc. Ohio Illinois Mine Gas, L.L.C. Illinois

June 3, 2005 S-1

As filed with the Securities and Exchange Commission on June 3, 2005

FORM S-1 Table of Contents As filed with the Securities and Exchange Commission on June 3, 2005 Registration No.

June 3, 2005 EX-10.15

EX-10.15: INCENTIVE STOCK OPTION PLAN-2002

EXHIBIT 10.15 BPI INDUSTRIES INC. INCENTIVE STOCK OPTION PLAN - 2002 (ROLLING PLAN) DECEMBER 16, 2002 TABLE OF CONTENTS PART 1 GENERAL PROVISIONS.............................................................................. 1 1.1 Interpretation................................................................................ 1 1.2 Purpose..............................................................

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