ANNUAL REPORT
FOR THE FINANCIAL YEAR ENDED
31 DECEMBER 2017
CONTENTS
Corporate Directory
Directors’ Report
Remuneration Report
Auditor’s Independence Declaration
Corporate Governance Statement
Consolidated Statement of Profit and Loss and Other Comprehensive Income
Consolidated Statement of Financial Position
Consolidated Statement of Changes in Equity
Consolidated Statement of Cash Flows
Notes to the Consolidated Financial Statements
Directors’ Declaration
Independent Auditor’s Report
Additional Shareholders’ Information
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BROOKSIDE ENERGY LIMITED | 2017 ANNUAL REPORT
Page 1
CORPORATE DIRECTORY
NON-EXECUTIVE CHAIRMAN
Michael Fry
MANAGING DIRECTOR
David Prentice
NON-EXECUTIVE DIRECTOR
Loren King
COMPANY SECRETARY
Loren King
REGISTERED OFFICE
C/- Cicero Corporate Services Pty Ltd
Suite 9, 330 Churchill Avenue
Subiaco WA 6008
POSTAL ADDRESS
PO Box 866
Subiaco WA 6904
PRINCIPAL PLACE OF BUSINESS
Suite 9, 330 Churchill Avenue
Subiaco, WA 6008
Tel: (08) 6489 1600
Fax: (08) 6489 1601
Email: info@brookside-energy.com.au
WEBSITE
www.brookside-energy.com.au
AUDITORS
HLB Mann Judd (WA Partnership)
Level 4, 130 Stirling Street
Perth WA 6000
BANKERS
Commonwealth Bank of Australia
150 St Georges Terrace
Perth WA 6000
SHARE REGISTRY
Automic Registry Services
Level 2, 267 St Georges Terrace
Perth WA 6000
PO Box 2226
Strawberry Hills NSW 2012
SECURITIES EXCHANGE LISTING
Australian Securities Exchange
Level 40, Central Park
152-158 St George's Terrace
Perth WA 6000
ASX CODE
BRK (Ordinary Shares)
BRKO (Options)
BROOKSIDE ENERGY LIMITED | 2017 ANNUAL REPORT
Page 2
DIRECTORS’ REPORT
The Directors submit their report for the Company and its subsidiary (Group or Company) for the
financial year ended 31 December 2017. In order to comply with the provisions of the Corporations
Act, the directors report is as follows:
DIRECTORS
The names and details of the Company’s directors in office during the financial year and until the date
of this report are as follows. Directors were in office for the entire period unless otherwise stated.
Board of Directors
Name
Michael Fry
David Prentice
Loren King
Position
Independent Chairman
Managing Director
Non-Executive Director
NATURE OF OPERATIONS AND PRINCIPAL ACTIVITIES
The Group’s principal activities during the year were the exploration and appraisal of, and
development and production of, oil and gas.
OPERATING RESULT
The after-tax loss for the Group for the financial year ended to 31 December 2017 amounted to
$1,095,551 (2016: $409,994).
DIVIDENDS
There were no dividends paid or recommended during or subsequent to the financial year ended 31
December 2017 (2016: Nil).
REVIEW OF OPERATIONS
During the year the Company continued to pursue a strategy aimed at building value per share by
leveraging the expertise, experience and contacts of the Board and its partner and manager of US
operations Black Mesa Production LLC (Black Mesa).
As previously announced, the Black Mesa team has identified an opportunity to secure a position in
the world-class Anadarko Basin Plays (STACK and SCOOP) in Oklahoma. The Company is continuing
to capitalise on a short window in which to build a material premier asset position in this high-margin
repeatable play.
BROOKSIDE ENERGY LIMITED | 2017 ANNUAL REPORT
Page 3
DIRECTORS’ REPORT
STACK Drilling & Completion Activity
During the 12 month period ending 31 December 2017, the level of activity within the Company’s
Anadarko Basin play holdings continued to increase. BRK Oklahoma is now participating in twenty
seven wells (twenty five non-operated Working Interest wells and two Mineral Royalty wells). These
wells are at various stages of development (from drilled and completed, drilling ahead, set to spud to
permitted) (see table 1. below). To date, drilling and completion costs have been funded externally,
from the US$3.5 million available under the Drilling Joint Venture facility.
BROOKSIDE ENERGY LIMITED | 2017 ANNUAL REPORT
Page 4
DIRECTORS’ REPORT
Table 1. – BRK Oklahoma STACK Well Summary
Note: Working Interest percentages may increase subject the issue of final pooling orders.
During the period excellent initial production rates continued to flow from the Company’s non-operated
Working Interest and Mineral Royalty wells. These results further confirmed the quality of the acreage
that Brookside has been able to secure within the Anadarko Basin plays in Oklahoma. Two of the
Company’s recently completed non-operated Working Interest wells, the Marathon Oil, Co. (NYSE:
MRO) operated Landreth BIA and HR Potter wells have delivered 30-day average production rates
(IP30) above the Marathon 1,525,000 BOE Type Curve for this part of the STACK Play.
Additional highly encouraging production results were recorded on the next two non-operated
Working Interest wells, with these two wells achieving rates in excess of 2,100 BOE/day during flow
back. Importantly, these were higher impact wells for Brookside with the Company holding a 13.6%
and 3.1% Working Interest respectively.
STACK Leasing Program
BRK Oklahoma announced a significant expansion of its leasing activity during 2017. BRK Oklahoma,
together with its partner and manager of US operations Black Mesa Production, LLC (Black Mesa),
extended its leasing and acquisition activities across the liquids-rich fairways of the Anadarko
Basin in Oklahoma.
BROOKSIDE ENERGY LIMITED | 2017 ANNUAL REPORT
Page 5
DIRECTORS’ REPORT
Figure 1. Anadarko Basin Plays
During the period, Brookside’s continuing efforts delivered further success with the Company’s Working
Interest leasehold acreage count reaching 1,700 acres, a 30% increase on the previously
announced initial target of 1,280 leasehold acres.
This increase in holdings is all located within Brookside’s leasing focus areas. The increase was
achieved in a highly competitive environment and importantly our team has maintained its
disciplined approach, exclusively targeting acreage in the up-dip liquids rich ‘core’ along the
Anadarko Basin margin.
At the end of the period, the Company’s total Anadarko Basin holdings stood at approximately
1,800 acres (inclusive of the previously announced RA Minerals Royalty Acreage which is currently
being developed by NYSE listed independent, Continental Resources, Inc.).
Undeveloped acreage values continued to rise over 2017 as these world-class plays continue to
mature. Analysis of the estimated US$8.0 billion in merger and acquisition activity that occurred in
the Anadarko Basin Plays over the last two years showed undeveloped acreage trading at a
weighted average of >US$16,000 per acre.
In addition, the Company announced during the period that its wholly owned subsidiary,
Anadarko Leasing, LLC (Anadarko Leasing) had reached agreement with Tulsa based Oklahoma
Energy Consultants, Inc. (OEC) to increase the Anadarko Leasing Facility (Facility)
limit to US$3.0
million. All other terms of the Facility (outlined in our ASX release dated 21 June 2017) remained
unchanged.
This additional asset level funding will enable Brookside, together with its partner and manager of US
operations Black Mesa Production, LLC (Black Mesa), to continue to aggressively pursue its leasing
and acquisition activities across the liquids-rich fairways of the Anadarko Basin in Oklahoma.
As previously flagged, the leasing campaign is ongoing and additional core acreage is expected to
be acquired during calendar 2018.
BROOKSIDE ENERGY LIMITED | 2017 ANNUAL REPORT
Page 6
DIRECTORS’ REPORT
Refer Table 2 (below)for details of the Company’s oil and gas interests.
COUNTRY
Payne
County,
Oklahoma
Blaine
County,
Oklahoma
Blaine
County,
Oklahoma
Garvin
County,
Oklahoma
Stephens
County,
Oklahoma
INTEREST ACQUIRED OR
DISPOSED OF DURING
THE QUARTER
Nil
Nil
Nil
Nil
TOTAL ACRES
465 gross
(282 net)
NATURE
OF
INTEREST
100%
~100 acres
Royalty Interest
~400 acres
Working Interest
~600 acres
Working Interest
~700 acres
~700 acres
Working Interest
Non Anadarko Basin Exploration & Production Activities
No exploration was conducted during the quarter on the Company’s leasehold interests in Payne
County, Oklahoma.
MATTERS SUBSEQUENT TO THE END OF THE FINANCIAL PERIOD
Post the end of the December Quarter, the Company announced results from the three most recent
non-operated Working Interest wells. These wells are located within the Company’s Blaine County
focus area. All three wells achieved IP24’s above 2,000 BOE/day (~33% oil), with one well achieving a
Company record ~3,500 BOE/day.
The Company’s average Working Interest in these wells is ~5.7%, at the upper end of the Company
average Working Interest secured to date. All three of these well support (subject to continued
performance in- line with the Company’s type curve) EUR’s well above the Company’s 1,039 Mboe
estimate for this part of the basin.
On March 7, 2018 the Company announced that it had increased its Working Interest leasehold
acreage to approximately 2,000 acres, a 17% increase in less than two-months. The Company’s total
Anadarko Basin holdings now stand at approximately 2,100 acres (inclusive of the previously
announced RA Minerals Royalty Acreage which is currently being developed by NYSE listed
independent, Continental Resources, Inc.).
On March 16, 2018 the company also announced an increase in the Anadarko Leasing facility
provided by Oklahoma Energy Consultants (OEC) from US$3.0m to US$4.0m.
The Directors are not aware of any other matter or circumstance that has arisen since 31 December
2017 which significantly affected, or may significantly affect, the operations of the Group, the results
of those operations, or the state of affairs of the Group, in future financial years.
BROOKSIDE ENERGY LIMITED | 2017 ANNUAL REPORT
Page 7
DIRECTORS’ REPORT
ENVIRONMENTAL REGULATIONS
The Company is aware of its environmental obligations with regards to these activities and ensured
that it complied with all regulations. There have not been any known breaches of the entity’s
obligations under these environmental regulations during the year under review and up to the date
of this report.
INFORMATION ON DIRECTORS
Michael Fry
Non-Executive Chairman
Qualifications
B.Comm, F.Fin
Experience
Other
Directorships
Michael Fry holds a Bachelor of Commerce degree from the University of Western
Australia, is a Fellow of the Financial Services Institute of Australasia, and is a past
member of the ASX. Michael has extensive experience in capital markets and
corporate treasury management specialising in the identification of commodity,
currency and interest rate risk and the implementation of risk management
strategies.
Michael Fry is currently the non-executive chairman of ASX Listed Companies
Norwest Energy NL (ASX: NWE), Challenger Energy Limited (ASX: CEL) and
Technology Metals Australia Limited (TMT).
David Prentice Managing Director
Qualifications Grad. Dip BA, MBA
Experience
Other
Directorships
David is a senior resources executive with 25 plus years domestic and international
experience. David started his career working
in commercial and business
development roles within the resources sector working for some of Australia’s most
successful gold and nickel exploration and production companies. During the last
12 years David has gained international oil and gas exploration and production
sector experience (with a specific focus on the Mid-Continent region of the United
States) working in both executive and non-executive director roles with Australian
publicly traded companies.
David Prentice is currently a Non-Executive Director of Black Mesa Production, LLC
and Non-Executive Chairman of Lustrum Minerals Limited.
Loren King
Non-Executive Director and Company Secretary
Qualifications Grad. Dip (Applied Corporate Governance), BSc (Psych), Cert
IV FinSvcs
(Bookkeeping)
Experience
Other
Directorships
Loren King has worked in finance and back office administration roles with ASX listed
companies, stockbroking and corporate advisory services for the past 12 years.
During this time, she has gained invaluable experience in dealing with all aspects of
corporate governance and compliance, specialising in initial public offerings (IPO),
backdoor listings, private capital raising and business development.
Loren King is a Non-Executive Director at Blaze International Limited (ASX: BLZ),
Lustrum Minerals Limited (ASX: LRM) and Fiji Kaval Limited. Past Non-Executive
Directorships include Intiger Group Limited (resigned 17 August 2016), Fraser Range
Metals Group Limited (resigned 29 July 2016), and MMJ Phytotech Limited (resigned
14 August 2014).
BROOKSIDE ENERGY LIMITED | 2017 ANNUAL REPORT
Page 8
DIRECTORS’ REPORT
CORPORATE INFORMATION
Group Corporate Structure
Brookside Energy Limited is a public company incorporated and domiciled in Western Australia listed
on the Australian Securities Exchange (ASX Code: BRK) and wholly owned subsidiary, BRK Oklahoma
Holdings LLC and Anadarko Leasing LLC, both Limited Liability Companies incorporated and
domiciled in Oklahoma, USA.
Employees
Brookside Energy Limited has no full-time employees as at the date of this report.
Meetings of Directors
The number of Directors' meetings (including committees) held during the year for each director who
held office, and the number of meetings attended by each director are:
Director
Michael Fry
David Prentice
Loren King
Directors Meetings
Meetings Attended
2
2
2
Number Held and Eligible to
Attend
2
2
2
Note: Both David Prentice and Michael Fry attended 12 and 10 Black Mesa Production (BMP) Board
meetings respectively from a total of 12 meetings held for the financial reporting period. The
importance of noting this is that BMP provides the technical and operational inputs for Brookside under
a number of agreements including the Drilling Program Agreement (DPA) and the Acquisition Program
Agreement (APA).
Options
At the date of this report 460,000,000 options over ordinary shares in the Group were on issue and no
options were exercised during the year.
During the year ended 31 December 2017, options on issue are as detailed below.
Type
Date of Expiry
Exercise Price
Number on issue
Listed option (BRKO)
31 Dec 2018
Unlisted option
31 Dec 2020
$0.02
$0.03
435,000,000
25,000,000
Directors’ holdings of shares and options during the financial period have been disclosed in the
Remuneration Report. Option holders do not have any right, by virtue of the option, to participate in
any share issue of the Company.
BROOKSIDE ENERGY LIMITED | 2017 ANNUAL REPORT
Page 9
DIRECTORS’ REPORT
INDEMNIFYING OFFICERS
In accordance with the constitution, except as may be prohibited by the Corporations Act 2001, every
Officer, or agent of the Company shall be indemnified out of the property of the Company against
any liability incurred by him in his capacity as Officer, or agent of the Company or any related
corporation in respect of any act or omission whatsoever and howsoever occurring or in defending
any proceedings, whether civil or criminal.
The Company currently has a Directors’ and Officers’ liability insurance in place. The liabilities insured
are legal costs that may be incurred in defending civil or criminal proceedings that may be brought
against the officers in their capacity as officers of the Company, and any other payments arising from
liabilities incurred by the officers in connection with such proceedings. This does not include such
liabilities that arise from conduct involving a wilful breach of duty by the officers or the improper use
by the officers of their position or of information to gain advantage for themselves or someone else or
to cause detriment to the Company.
PROCEEDINGS ON BEHALF OF COMPANY
No person has applied to the Court for leave to bring proceedings on behalf of the Company or to
intervene in any proceedings to which the Company is a party for the purpose of taking responsibility
on behalf of the Company for all or any part of those proceedings. The Company was not a party to
any such proceedings during the year.
NON-AUDIT SERVICES
No non‐audit services were provided by the external auditors during the year ended 31 December
2017.
AUDITOR’S INDEPENDENCE DECLARATION
Section 307C of the Corporations Act 2001 requires our auditors, HLB Mann Judd, to provide the
Directors of the Company with an Independence Declaration in relation to the audit of the annual
report. This Independence Declaration is set out on page 16 and forms part of this Directors’ Report
for the year ended 31 December 2017.
BROOKSIDE ENERGY LIMITED | 2017 ANNUAL REPORT
Page 10
REMUNERATION REPORT (AUDITED)
This Remuneration Report, which forms part of the directors’ report, sets out information about the
remuneration of Brookside Energy Limited’s Directors and its Key Management Personnel for the
financial year ended 31 December 2017.
A.
INTRODUCTION
The information provided in this Remuneration Report has been audited as required by Section
308(3C) of the Corporations Act 2001. Information regarding the remuneration of Key Management
Personnel (KMP) is required by Corporations Regulations 2M.3.03. KMP are those individuals who have
the authority and responsibility for planning, directing and controlling the activities of the Company
and the Group
A.1
Brookside’s KMPs
Key Management Personnel for Brookside include the following Directors who were in office during or
since the end of the financial year:
Name
Category
Position
Appointment Date
Michael Fry
Non-Executive Director
Independent Chairman
20 April 2004
David Prentice
Loren King
Executive Director
Non-Executive Director
Managing Director
Non-Executive Director
20 April 2004
5 June 2015
A.2 Comments on Remuneration Report at Brookside’s most recent AGM
The Company received a 13.33% (96.48% after Chairman’s discretion) of “yes” votes on its
Remuneration Report for the 2016 financial year. The Company did not receive any specific feedback
from shareholders at the 2016 Annual General Meeting on its remuneration practices.
Additional information
The loss of the consolidated entity for the five years to 31 December 2017 are summarised below:
Revenue
EBITDA
EBIT
Loss after income tax
2017
A$’000
2
(991)
(1,096)
(1,096)
2016
A$’000
6
(416)
(410)
(410)
2015
A$’000
29
(2,248)
(2,240)
(2,240)
2014
A$’000
-
(16)
(16)
(16)
2013
A$’000
18,657
(329)
(5,089)
(5,089)
The factors that are considered to affect total shareholders return (TSR) are summarised below:
Share price at financial year end (AUD)
Total dividends declared (cents per share)
Basic loss per share (cents per share)
2017
0.01
-
0.14
2016
0.01
-
0.20
2015
0.01
-
2014
0.01
-
2013
0.38
-
2.13
USD38.40 USD1.37
BROOKSIDE ENERGY LIMITED | 2017 ANNUAL REPORT
Page 11
REMUNERATION REPORT (AUDITED)
B.
REMUNERATION POLICY DURING THE REPORTING PERIOD
The Brookside Board is committed to transparent disclosure of its remuneration strategy and this report
details the Company’s remuneration objectives, practices and outcomes for KMP, which includes
Directors and senior executives, for the period ended 31 December 2017. Any reference to
“Executives” in this report refers to KMPs who are not Non-Executive Directors.
B.1
Remuneration Policy Framework
The key objective of Brookside’s remuneration policy is to be a key enabler for the Company in
achieving its strategic goal of continuing to build a successful oil and gas exploration and production
company. It has been designed to reward executives and employees fairly and responsibly in
accordance with the regional and international market in which the Company operates, and to
ensure that Brookside:
Provides competitive rewards that attract, retain and motivate executives and employees of
the highest calibre, who can successfully deliver, particularly as the Company moves through
the current phase of rapidly increased development and production;
Sets demanding levels of expected performance that have a clear linkage to an executive’s
remuneration;
Benchmarks remuneration against appropriate comparator peer groups to make the
Company competitive in a tight skilled human resources market, through an offering of both
short and long term incentives and competitive base salaries.;
Provides a level of remuneration structure to reflect each executive’s respective duties and
responsibilities;
Aligns executive incentive rewards with the creation of value for shareholders;
Complies with legal requirements and appropriate standards of governance.
B.2
Policy for Executive Remuneration for Future Reporting Periods
Executive Remuneration consists of the following key elements:
Fixed remuneration or base salaries; and
Variable remuneration, being the “at risk” component related to performance comprising;
o Short Term Incentives (STI); and
o
Long Term Incentive (LTI).
C.
REMUNERATION COMPONENTS
C.1
Fixed Remuneration
Fixed remuneration was reviewed by the Remuneration and Nomination Committee in 2013 and
remained consistent for the current reporting period.
C.2
STI Plan for the 2017 Reporting Period
Due to the strategic review conducted during 2015, no STI plan was implemented for the 2017
reporting period.
BROOKSIDE ENERGY LIMITED | 2017 ANNUAL REPORT
Page 12
REMUNERATION REPORT (AUDITED)
C.3
Policy for and Components of Non-Executive Remuneration During the Reporting Period
Remuneration Policy
Non-Executive Director Fees
The overall level of annual Non-Executive Director fees was approved by shareholders in accordance
with the requirements of the Company’s Constitution and the Corporations Act. The maximum
aggregate Directors’ fees payable to all of the Company’s Non-Executive Directors is $500,000 per
annum. This aggregate amount was approved by shareholders at the 2012 Annual General Meeting.
Equity Compensation
In accordance with Australian practice and shareholder preference, the Company’s current policy is
not to grant equity based compensation to Non-Executive Directors. Accordingly, no equity
components (LTI Rights) were offered to Non-Executive Directors in the reporting period to 31
December 2017.
Remuneration Structure
Non-Executive Directors receive a fixed remuneration of base fees plus statutory superannuation. In
addition, and in recognition of the higher workloads and extra responsibilities of participating on a
Board committee, if applicable, they also received a committee fee and chairing a committee also
warrants a higher fee. In addition to these fees, Non-Executive Directors are entitled to reimbursement
of reasonable travel, accommodation and other expenses incurred in attending meetings of the
Board, committee or shareholder meetings whilst engaged by Brookside. Non-Executive Directors do
not earn retirement benefits other than superannuation and are not entitled to any compensation on
termination of their directorships.
D.
DETAILS OF REMUNERATION
Remuneration of Key Management Personnel is set out below:
Primary
Post- employment
Base Salary
and Fees
$
Bonus
STI
$
Share-
based
Benefits
$
Super-
annuation
Contributions
$
Termination
Payments
$
TOTAL
$
Percentage
Performance
Related
%
31 December 2017
Executive Directors
David Prentice
175,000
Non-Executive Directors
Michael Fry
Loren King^
Total 31 Dec 2017
49,166
30,000
254,166
-
-
-
-
80,395
53,596
-
133,991
-
-
-
-
-
255,395
-
-
-
102,762
30,000
388,157
-
-
-
^ During the year ended 31 December 2017, Cicero Corporate Pty Ltd, an entity related to Loren King, received $114,000 (2016:
$114,000) exclusive of GST for the provision of company secretarial and accounting work to the Company. Cicero has been
engaged to provide corporate services to the Group.
BROOKSIDE ENERGY LIMITED | 2017 ANNUAL REPORT
Page 13
REMUNERATION REPORT (AUDITED)
Primary
Post- employment
Base Salary
and Fees
$
Bonus
STI
$
Non-
Monetary
Benefits
$
Super-
annuation
Contributions
$
Termination
Payments
$
TOTAL
$
Percentage
Performance
Related
%
31 December 2016
Executive Directors
David Prentice
150,000
Non-Executive Directors
Michael Fry
Loren King^
Total 31 Dec 2016
45,000
30,000
225,000
-
-
-
-
-
-
-
-
-
-
-
-
-
150,000
-
-
-
45,000
30,000
225,000
-
-
-
E. ADDITIONAL DISCLOSURES RELATING TO KEY MANAGEMENT PERSONNEL
(i)
Shares held by Key Management Personnel
The number of shares in the Company held during year by each Director of Brookside Energy Limited
and other Key Management Personnel, including their personally related parties, are set out below.
There were no shares granted during the year as compensation.
31 December 2017
Balance at
1 Jan 2017
Shares
Issued
Other (i)
Balance at
31 Dec 2017
Directors
David Prentice
Michael Fry
Loren King
1,437,372
1,542,870
-
2,980,242
-
-
-
-
-
1,457,130
-
1,437,372
3,000,000
-
1,457,130
4,437,372
(i) Shares acquired are at arms-length transaction.
(ii)
Options Held by Key Management Personnel
Options held by Key Management Personnel during the reporting period are as follows:
31 December 2017
Balance at
01 Jan 17
Shares
Issued
Other(i)
Balance at
31 Dec 17
Directors
David Prentice
Michael Fry
Loren King
40,000,000
26,274,924
-
66,274,924
-
-
-
-
15,000,000
10,000,000
-
55,000,000
36,274,924
-
25,000,000
91,274,924
(i) Options issued as remuneration during 2017.
No shares were issued on the exercise of options during the period.
BROOKSIDE ENERGY LIMITED | 2017 ANNUAL REPORT
Page 14
REMUNERATION REPORT (AUDITED)
(iii)
Loans to Key Management Personnel
No loans were made to key management personnel of the Company during the financial year or the
prior corresponding period.
(iv) Other Transactions and Balances with Key Management Personnel
Other than as stated above, there have been no other transactions with key management personnel
during the year.
(v) Compensation Options: Granted and vested during and since the financial year ended 31
December 2017
During the financial year ended 31 December 2017 (2016: nil), 25,000,000 compensation options were
granted or vested to directors.
(vi) Performance income as a proportion of total income
No performance based bonuses have been paid to key management personnel during the financial
year.
F.
SERVICE AGREEMENTS
Director
Base Salary
Terms of the Agreement
Notice Period
$15,000 per month
Until termination
6 Months
David Prentice
CEO/Managing Director
Michael Fry
Non-Executive Chairman
$50,000 per annum
Loren King
Non-Executive Director
$30,000 per annum
$114,000 per annum for the
provision of company
secretarial and office support
Until termination in
accordance with the
Company’s Constitution
Until termination in
accordance with the
Company’s Constitution
Reasonable
notice
Reasonable
notice
Until Termination
6 Months
- - END OF REMUNERATION REPORT - -
This report is made in accordance with a resolution of the Directors.
David Prentice
Chief Executive Officer
29 March 2018
BROOKSIDE ENERGY LIMITED | 2017 ANNUAL REPORT
Page 15
AUDITOR’S INDEPENDENCE DECLARATION
AUDITOR’S INDEPENDENCE DECLARATION
As lead auditor for the audit of the consolidated financial report of Brookside Energy Limited for the
year ended 31 December 2017, I declare that to the best of my knowledge and belief, there have been
no contraventions of:
a)
the auditor independence requirements of the Corporations Act 2001 in relation to the audit;
and
b)
any applicable code of professional conduct in relation to the audit.
Perth, Western Australia
29 March 2018
N G Neill
Partner
HLB Mann Judd (WA Partnership) ABN 22 193 232 714
Level 4 130 Stirling Street Perth WA 6000 | PO Box 8124 Perth BC WA 6849 | Telephone +61 (08) 9227 7500 | Fax +61 (08) 9227 7533
Email: mailbox@hlbwa.com.au | Website: www.hlb.com.au
Liability limited by a scheme approved under Professional Standards Legislation
HLB Mann Judd (WA Partnership) is a member of International, a world-wide organisation of accounting firms and business advisers
BROOKSIDE ENERGY LIMITED | 2017 ANNUAL REPORT
Page 16
CORPORATE GOVERNANCE
This Corporate Governance Statement report sets out information about the Corporate Governance
of Brookside Energy Limited for the financial year ended 31 December 2017.
CORPORATE GOVERNANCE STATEMENT
This Corporate Governance Statement is current as at 31 December 2017 and has been approved by
the Board of the Company on that date.
This Corporate Governance Statement discloses the extent to which the Company will follow the
recommendations set by the ASX Corporate Governance Council in its publication Corporate
Governance Principles and Recommendations (Recommendations). The Recommendations are not
mandatory, however the Recommendations that will not be followed have been identified and
reasons provided for not following them along with what (if any) alternative governance practices
the Company intends to adopt in lieu of the recommendation.
The Company has adopted a Corporate Governance Plan which provides the written terms of
reference for the Company’s corporate governance duties.
The Company’s Corporate Governance Plan
http://brookside-energy.com.au/.
is available on the Company’s website at
RECOMMENDATIONS (3RD EDITION)
COMPLY
EXPLANATION
Principle 1: Lay solid foundations for management and oversight
Recommendation 1.1
A listed entity should have and disclose a
charter which sets out the respective roles
and responsibilities of the Board, the Chair
and management, and
includes a
description of those matters expressly
reserved
those
delegated to management.
the Board and
to
YES
The Company has adopted a Board Charter that sets out the
specific roles and responsibilities of the Board, the Chair and
management and includes a description of those matters
expressly reserved to the Board and those delegated to
management.
The Board Charter sets out the specific responsibilities of the
Board, requirements as to the Board’s composition, the roles
and responsibilities of the Chairman and Company Secretary,
the establishment, operation and management of Board
Committees, Directors’ access to Company records and
information, details of
relationship with
management, details of the Board’s performance review
and details of the Board’s disclosure policy.
the Board’s
A copy of the Company’s Board Charter, which is part of the
Company’s Corporate Governance Plan, is available on the
Company’s website.
Recommendation 1.2
A listed entity should:
(a)
YES
(a)
appropriate
checks
undertake
before appointing a person, or
putting forward to security holders a
candidate for election, as a Director;
and
(b) provide security holders with all
material information relevant to a
decision on whether or not to elect or
re-elect a Director.
The Company has guidelines for the appointment and
selection of the Board in its Corporate Governance
Plan. The Company’s Nomination Committee Charter
(in the Company’s Corporate Governance Plan)
requires the Nomination Committee (or, in its absence,
the Board) to ensure appropriate checks (including
checks in respect of character, experience, education,
(as
criminal
appropriate)) are undertaken before appointing a
person, or putting forward to security holders a
candidate for election, as a Director.
record and bankruptcy
history
(b) Under the Nomination Committee Charter, all material
information relevant to a decision on whether or not to
elect or re-elect a Director must be provided to security
holders in the Notice of Meeting containing the
resolution to elect or re-elect a Director.
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Recommendation 1.3
A
listed entity should have a written
agreement with each Director and senior
executive setting out the terms of their
appointment.
Recommendation 1.4
The company secretary of a listed entity
should be accountable directly to the
Board, through the Chair, on all matters to
do with the proper functioning of the
Board.
YES
YES
The Company’s Nomination Committee Charter requires the
Nomination Committee (or, in its absence, the Board) to
ensure that each Director and senior executive is a party to a
written agreement with the Company which sets out the
terms of that Director’s or senior executive’s appointment.
The Company has written agreements with each of its
Directors and senior executives.
The Board Charter outlines the roles, responsibility and
accountability of the Company Secretary. In accordance
with this, the Company Secretary is accountable directly to
the Board, through the Chair, on all matters to do with the
proper functioning of the Board.
Recommendation 1.5
A listed entity should:
(a)
PARTIALLY
(a) have a diversity policy which includes
requirements for the Board or a
relevant committee of the Board to
set measurable objectives
for
achieving gender diversity and to
assess annually both the objectives
and the entity’s progress in achieving
them;
(b) disclose that policy or a summary or
it; and
(c) disclose as at the end of each
reporting period:
(i)
the measurable objectives for
achieving gender diversity set
by the Board in accordance
with the entity’s diversity policy
and
towards
its progress
achieving them; and
(ii) either:
(b)
(c)
-
-
the respective proportions
of men and women on the
Board, in senior executive
positions and across the
whole
organisation
(including how the entity
“senior
has
executive”
these
purposes); or
defined
for
under
if the entity is a “relevant
employer”
the
Workplace Gender Equality
Act, the entity’s most recent
“Gender
Equality
Indicators”, as defined in
the Workplace Gender
Equality Act.
Recommendation 1.6
A listed entity should:
(a)
YES
(a) have and disclose a process for
periodically
the
its
performance of
committees and individual Directors;
and
the Board,
evaluating
The Company has adopted a Diversity Policy which
provides a framework for the Company to establish and
achieve measurable diversity objectives, including in
respect of gender diversity. The Diversity Policy allows
the Board
set measurable gender diversity
objectives, if considered appropriate, and to assess
annually both the objectives if any have been set and
the Company’s progress in achieving them.
to
The Diversity Policy is available, as part of the Corporate
Governance Plan, on the Company’s website.
(i)
intend to set
The Board does not presently
measurable gender diversity objectives because:
-
-
the Board does not anticipate there will be a
need to appoint any new Directors or senior
executives due to limited nature of the
Company’s existing and proposed activities
and the Board’s view that the existing
Directors and
senior executives have
sufficient skill and experience to carry out the
Company’s plans; and
if it becomes necessary to appoint any new
Directors or senior executives, the Board
considered the application of a measurable
gender diversity objective
requiring a
specified proportion of women on the Board
and in senior executive roles will, given the
small size of the Company and the Board,
unduly limit the Company from applying the
Diversity Policy as a whole and
the
Company’s policy of appointing based on
skills and merit: and
(ii)
the respective proportions of men and women on
the Board, in senior executive positions and across
the whole organisation (including how the entity
has defined “senior executive” for these purposes)
for each financial year will be disclosed in the
Company’s Annual Report.
The Board, in the absence of a Nomination Committee,
is responsible for evaluating the performance of the
Board, its committees and individual Directors on an
annual basis. It may do so with the aid of an
independent advisor. The process for this is set out in the
Company’s Corporate Governance Plan, which is
available on the Company’s website.
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(b) disclose, in relation to each reporting
period, whether a performance
evaluation was undertaken in the
reporting period in accordance with
that process.
(b)
The Company’s Corporate Governance Plan requires
the Company to disclose whether or not performance
evaluations were conducted during the
relevant
reporting period. The Company intends to complete
performance evaluations in respect of the Board, its
committees (if any) and individual Directors for the
each financial year in accordance with the above
process.
Recommendation 1.7
A listed entity should:
(a)
YES
(a) have and disclose a process for
the
periodically
performance of its senior executives;
and
evaluating
(b) disclose, in relation to each reporting
period, whether a performance
evaluation was undertaken in the
reporting period in accordance with
that process.
(b)
The Board, in the absence of a Nomination Committee
is responsible for evaluating the performance of the
Company’s senior executives on an annual basis. The
Board, in the absence of a Remuneration Committee is
responsible for evaluating the remuneration of the
Company’s senior executives on an annual basis. A
senior executive, for these purposes, means Key
Management Personnel (as defined in the Corporations
Act) other than a non-executive Director.
The applicable processes for these evaluations can be
found in the Company’s Corporate Governance Plan,
which is available on the Company’s website.
The Company’s Corporate Governance Plan requires
the Company to disclose whether or not performance
evaluations were conducted during the
relevant
reporting period. The Company intends to complete
performance evaluations in respect of the senior
executives for each financial year in accordance with
the applicable processes.
Principle 2: Structure the Board to add value
Recommendation 2.1
The Board of a listed entity should:
YES
(a) have a nomination committee
which:
(i)
has at least three members, a
are
of
majority
independent Directors; and
whom
(ii)
is chaired by an independent
Director,
and disclose:
(iii)
the charter of the committee;
(iv)
the members of the committee;
and
(v) as at the end of each reporting
period, the number of times the
committee met throughout the
period and
individual
attendances of the members at
those meetings; or
the
(a) The Company does not currently have a Nomination
Committee. The Company’s Nomination Committee
Charter provides for the creation of a Nomination
Committee (if
it will benefit the
is considered
Company), with at least three members, a majority of
whom are independent Directors, and which must be
chaired by an independent Director.
it
(b) The Company does not have a Nomination Committee
as the Board considers the Company will not currently
benefit from its establishment. In accordance with the
Company’s Board Charter, the Board carries out the
duties that would ordinarily be carried out by the
Nomination Committee under
the Nomination
Committee Charter, including the following processes to
address succession issues and to ensure the Board has
skills, experience,
the appropriate balance of
independence and knowledge of the entity to enable
it to discharge its duties and responsibilities effectively:
(i) devoting time at least annually to discuss Board
succession issues and updating the Company’s
Board skills matrix; and
(b)
issues and
succession
that
if it does not have a nomination
committee, disclose that fact and
the processes it employs to address
to
Board
the
ensure
appropriate balance
skills,
experience,
independence and
knowledge of the entity to enable it
its duties and
to discharge
responsibilities effectively.
the Board has
of
(ii) all Board members being
the
Company’s nomination process, to the maximum
extent permitted under the Corporations Act and
ASX Listing Rules.
involved
in
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Recommendation 2.2
A listed entity should have and disclose a
Board skill matrix setting out the mix of skills
and diversity that the Board currently has or
is looking to achieve in its membership.
YES
Recommendation 2.3
A listed entity should disclose:
YES
(a) the names of the Directors considered
by the Board to be independent
Directors;
(b) if a Director has an interest, position,
association or relationship of the type
described
in Box 2.3 of the ASX
Corporate Governance Principles and
Recommendation (3rd Edition), but
the Board is of the opinion that it does
not compromise the independence of
the Director, the nature of the interest,
position, association or relationship in
question and an explanation of why
the Board is of that opinion; and
(c) the length of service of each Director
Recommendation 2.4
A majority of the Board of a listed entity
should be independent Directors.
YES
Under the Nomination Committee Charter (in the Company’s
Corporate Governance Plan), the Nomination Committee
(or, in its absence, the Board) is required to prepare a Board
skill matrix setting out the mix of skills and diversity that the
Board currently has (or is looking to achieve) and to review
this at least annually against the Company’s Board skills matrix
to ensure the appropriate mix of skills and expertise is present
to facilitate successful strategic direction.
The Company has a Board skill matrix setting out the mix of
skills and diversity that the Board currently has or is looking to
achieve in its membership. A copy will be made available in
the Company’s next Annual Report.
The Board Charter requires the disclosure of each Board
member’s qualifications and expertise. Full details as to each
Director and senior executive’s relevant skills and experience
are available on the Company’s website.
(a)
(b)
The Board Charter requires the disclosure of the names
of Directors considered by
to be
independent. The Company will disclose those Directors
it considers to be independent in its Annual Report and
on its ASX website. The Board considers the following
Directors are independent: Michael Fry and Loren King.
the Board
There are no independent Directors who fall into this
category. The Company will disclose in its Annual Report
and ASX website any instances where this applies and
an explanation of the Board’s opinion why the relevant
Director is still considered to be independent.
(c)
The Company’s Annual Report will disclose the length of
service of each Director, as at the end of each financial
year.
The Company’s Board Charter requires that, where practical,
the majority of the Board should be independent.
The Board currently comprises a total of 3 directors, of whom
Michael Fry and Loren King are considered
to be
independent. As such, independent directors are currently
an independent majority of the Board.
Recommendation 2.5
The Chair of the Board of a listed entity
should be an independent Director and, in
particular, should not be the same person
as the CEO of the entity.
Recommendation 2.6
A listed entity should have a program for
inducting new Directors and providing
appropriate professional development
opportunities for continuing Directors to
develop and maintain
the skills and
knowledge needed to perform their role as
a Director effectively.
Principle 3: Act ethically and responsibly
YES
The Board Charter provides that, where practical, the Chair
of the Board should be an independent Director and should
not be the CEO/Managing Director.
The Chair of the Company is an independent Director and is
the CEO/Managing Director.
YES
In accordance with the Company’s Board Charter, the
Nominations Committee (or, in its absence, the Board) is
responsible for the approval and review of induction and
continuing professional development programs and
procedures for Directors to ensure that they can effectively
discharge their responsibilities. The Company Secretary is
responsible
inductions and professional
development.
facilitating
for
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The Company’s Corporate Code of Conduct applies to
the Company’s Directors, senior executives and
employees.
The Company’s Corporate Code of Conduct (which
forms part of the Company’s Corporate Governance
Plan) is available on the Company’s website.
The Company does not currently have an Audit and Risk
Committee. The Company’s Corporate Governance
Plan contains an Audit and Risk Committee Charter that
provides for the creation of an Audit and Risk
Committee (if it is considered it will benefit the
Company), with at least three members, a majority of
whom must be independent Directors, and which must
be chaired by an independent Director who is not the
Chair.
its establishment.
The Company does not have an Audit and Risk
Committee as the Board considers the Company will
not currently benefit
In
from
accordance with the Company’s Board Charter, the
Board carries out the duties that would ordinarily be
carried out by the Audit and Risk Committee under the
Audit and Risk Committee Charter
including the
independently verify and
following processes
reporting,
safeguard the
including the processes for the appointment and
removal of the external auditor and the rotation of the
audit engagement partner:
to
integrity of
financial
its
(i)
the Board devotes time at annual Board meetings
to fulfilling the roles and responsibilities associated
with maintaining the Company’s internal audit
function and arrangements with external auditors;
and
(ii) all members of the Board are involved in the
Company’s audit function to ensure the proper
maintenance of the entity and the integrity of all
financial reporting.
YES
The Company’s Audit and Risk Committee Charter requires
the CEO and CFO (or, if none, the person(s) fulfilling those
functions) to provide a sign off on these terms.
The Company intends to obtain a sign off on these terms for
each of its consolidated financial statements in each
financial year.
(a)
(b)
(a)
(b)
Recommendation 3.1
A listed entity should:
YES
(a) have a code of conduct for its
senior executives and
Directors,
employees; and
(b) disclose that code or a summary of it.
Principle 4: Safeguard integrity in financial reporting
Recommendation 4.1
The Board of a listed entity should:
YES
(a) have an audit committee which:
(i)
has at least three members, all
of whom are non-executive
Directors and a majority of
whom
independent
are
Directors; and
(ii)
is chaired by an independent
Director, who is not the Chair of
the Board,
and disclose:
(iii)
the charter of the committee;
(iv)
(v)
the relevant qualifications and
experience of the members of
the committee; and
in relation to each reporting
period, the number of times the
committee met throughout the
period and
individual
attendances of the members at
those meetings; or
the
(b)
it employs
if
it does not have an audit
committee, disclose that fact and
that
the processes
independently verify and safeguard
the integrity of its financial reporting,
including
the
the processes
appointment and removal of the
external auditor and the rotation of
the audit engagement partner.
for
Recommendation 4.2
that
from
The Board of a listed entity should, before it
the entity’s consolidated
approves
financial statements for a financial period,
receive
its CEO and CFO a
declaration that the financial records of
the entity have been properly maintained
financial
the consolidated
and
statements comply with the appropriate
accounting standards and give a true and
fair view of the financial position and
performance of the entity and that the
opinion has been formed on the basis of a
sound system of risk management and
internal control which
is operating
effectively.
Recommendation 4.3
A listed entity that has an AGM should
ensure that its external auditor attends its
YES
The Company’s Corporate Governance Plan provides that
the Board must ensure the Company’s external auditor
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AGM and is available to answer questions
from security holders relevant to the audit.
attends its AGM and is available to answer questions from
security holders relevant to the audit.
Principle 5: Make timely and balanced disclosure
Recommendation 5.1
A listed entity should:
(a) have a written policy for complying
disclosure
continuous
with
obligations under the Listing Rules;
and
its
(b) disclose that policy or a summary of
it.
(a)
YES
The Board Charter provides details of the Company’s
disclosure policy.
the Corporate
Governance Plan details the Company’s disclosure
requirements as required by the ASX Listing Rules and
other relevant legislation.
In addition,
(b)
The Corporate Governance Plan, which incorporates
the Board Charter, is available on the Company
website.
Principle 6: Respect the rights of security holders
Recommendation 6.1
A listed entity should provide information
about itself and its governance to investors
via its website.
Recommendation 6.2
listed entity
A
should design and
implement an investor relations program to
facilitate
two-way
effective
communication with investors.
Recommendation 6.3
A listed entity should disclose the policies
and processes it has in place to facilitate
and encourage participation at meetings
of security holders.
Recommendation 6.4
A listed entity should give security holders
the option to receive communications
from, and send communications to, the
entity and its security registry electronically.
YES
YES
YES
YES
Information about the Company and its governance is
available in the Corporate Governance Plan which can be
found on the Company’s website.
The Company has adopted a Shareholder Communications
Strategy which aims to promote and facilitate effective two-
way communication with investors. The Strategy outlines a
range of ways in which information is communicated to
shareholders and is available on the Company’s website as
part of the Company’s Corporate Governance Plan.
Shareholders are encouraged to participate at all general
meetings and AGMs of the Company. Upon the despatch of
any notice of meeting to Shareholders, the Company
Secretary shall send out material stating that all Shareholders
are encouraged to participate at the meeting.
The Shareholder Communication Strategy provides that
security holders can register with the Company to receive
email notifications when an announcement is made by the
Company to the ASX, including the release of the Annual
Report, half yearly reports and quarterly reports. Links are
made available to the Company’s website on which all
information provided to the ASX is immediately posted.
Shareholders queries should be referred to the Company
Secretary at first instance.
Principle 7: Recognise and manage risk
Recommendation 7.1
(a)
The Board of a listed entity should:
YES
(a) have a committee or committees to
oversee risk, each of which:
(i)
has at least three members, a
majority
are
of
independent Directors; and
whom
(ii)
is chaired by an independent
Director,
The Company does not currently have an Audit and Risk
Committee. The Company’s Corporate Governance
Plan contains an Audit and Risk Committee Charter that
provides for the creation of an Audit and Risk
Committee (if it is considered it will benefit the
Company), with at least three members, a majority of
whom must be independent Directors, and which must
be chaired by an independent Director.
(b) A copy of the Corporate Governance Plan is available
on the Company’s website.
and disclose:
(c)
(iii)
the charter of the committee;
(iv)
the members of the committee;
and
(v) as at the end of each reporting
period, the number of times the
committee met throughout the
The Company does not have an Audit and Risk
Committee as the Board consider the Company will not
currently benefit from its establishment. In accordance
with the Company’s Board Charter, the Board carries
out the duties that would ordinarily be carried out by the
Audit and Risk Committee under the Audit and Risk
Committee Charter including the following processes to
oversee the entity’s risk management framework:
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period and
individual
attendances of the members at
those meetings; or
the
(b)
if it does not have a risk committee or
committees that satisfy (a) above,
disclose that fact and the process it
employs for overseeing the entity’s
risk management framework.
Recommendation 7.2
The Board or a committee of the Board
should:
YES
(a)
review the entity’s risk management
framework with management at
least annually to satisfy itself that it
continues to be sound; and
(b) disclose in relation to each reporting
period, whether such a review has
taken place.
Recommendation 7.3
A listed entity should disclose:
YES
(a)
(b)
if it has an internal audit function,
how the function is structured and
what role it performs; or
if it does not have an internal audit
function, that fact and the processes
it employs
for evaluating and
the
continually
effectiveness of its risk management
and internal control processes.
improving
Recommendation 7.4
A listed entity should disclose whether it has
any material exposure
to economic,
environmental and social sustainability risks
and, if it does, how it manages or intends
to manage those risks.
YES
(i)
(ii)
the Board devotes time at quarterly Board
meetings to fulfilling the roles and responsibilities
associated with overseeing risk and maintaining
the entity’s risk management framework and
associated
internal compliance and control
procedures; and
the Board has required management to design
and implement risk management and internal
the Company’s
control systems
to manage
material business
required
management to report to it on whether those risks
are being managed effectively; and
risks and has
(iii)
the Chief Executive Officer reports to the Board as
to
the Company’s
management of its material business risks.
the effectiveness of
The Audit and Risk Committee Charter requires that the
Audit and Risk Committee (or, in its absence, the Board)
should, at
the
Company’s risk management framework continues to
be sound.
least annually, satisfy
itself
that
The Company’s Corporate Governance Plan requires
the Company to disclose at least annually whether such
a
risk management
framework has taken place.
the Company’s
review of
The Audit and Risk Committee Charter provides for the
Audit and Risk Committee to monitor the need for an
internal audit function.
The Company does not have an internal audit function.
The Audit and Risk Committee evaluates and looks to
continually approve
the
Company’s risk management and internal control
processes as set out in the duties and responsibilities of
the Audit and Risk Committee Charter (contained in the
Corporate Governance Plan available on
the
Company’s website).
the effectiveness of
(a)
(b)
(a)
(b)
The Audit and Risk Committee Charter requires the Audit and
Risk Committee (or, in its absence, the Board) to assist
management determine whether the Company has any
material exposure to economic, environmental and social
sustainability risks and, if it does, how it manages or intends to
manage those risks.
The Company’s Corporate Governance Plan requires the
Company to disclose whether it has any material exposure to
economic, environmental and social sustainability risks and, if
it does, how it manages or intends to manage those risks. The
Company will disclose this information in its Annual Report
and on its ASX website as part of its continuous disclosure
obligations.
Principle 8: Remunerate fairly and responsibly
Recommendation 8.1
(a)
The Board of a listed entity should:
YES
(a) have a
remuneration committee
which:
(i)
has at least three members, a
majority
are
of
independent Directors; and
whom
The Company does not currently have a Remuneration
Committee. The Company’s Corporate Governance
Plan contains a Remuneration Committee Charter that
provides for the creation of a Remuneration Committee
(if it is considered it will benefit the Company), with at
least three members, a majority of whom must be
independent Directors, and which must be chaired by
an independent Director.
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(ii)
is chaired by an independent
Director,
(b)
its establishment.
The Company does not have a Remuneration
Committee as the Board considers the Company will
not currently benefit
In
from
accordance with the Company’s Board Charter, the
Board carries out the duties that would ordinarily be
carried out by the Remuneration Committee under the
Remuneration Committee Charter
the
following processes to set the level and composition of
remuneration for Directors and senior executives and
ensuring that such remuneration is appropriate and not
excessive:
including
(i)
(ii)
(iii)
(iv)
the Board devotes time at the annual Board
meeting to assess the level and composition of
remuneration for Directors and senior executives;
the Company has not adopted any schemes for
retirement benefits;
the total maximum remuneration of non-executive
Directors is initially set by the Constitution and
subsequent variation is by ordinary resolution of the
shareholders in general meeting; and
the determination of non-executive Directors’
remuneration within the maximum amount fixed
will be made by the Board having regard to the
inputs and value to the Company or the respective
contributions be each non-executive Director.
YES
The Company’s Corporate Governance Plan requires the
Board to disclose its policies and practices regarding the
remuneration of Directors and senior executives, which is
disclosed on the Company’s website.
and disclose:
(iii)
the charter of the committee;
(iv)
the members of the committee;
and
(v) as at the end of each reporting
period, the number of times the
committee met throughout the
period and
individual
attendances of the members at
those meetings; or
the
if it does not have a remuneration
committee, disclose that fact and
the processes it employs for setting
the
level and composition of
remuneration for Directors and senior
executives and ensuring that such
remuneration is appropriate and not
excessive.
(b)
Recommendation 8.2
the
regarding
A listed entity should separately disclose its
policies and practices
the
remuneration of non-executive Directors
and
remuneration of executive
Directors and other senior executives and
ensure
roles and
responsibilities of non-executive Directors
compared to executive Directors and
other senior executives are reflected in the
level
their
remuneration.
the different
composition
and
that
of
Recommendation 8.3
(a)
A listed entity which has an equity-based
remuneration scheme should:
YES
(a) have a policy
on whether
participants are permitted to enter
into transactions (whether through
the use of derivatives or otherwise)
which
limit the economic risk of
participating in the scheme; and
(b) disclose that policy or a summary of
it.
The Company does not have an equity based
remuneration scheme. The Company does not have a
policy on whether participants are permitted to enter
into transactions (whether through the use of derivatives
or otherwise) which
risk of
limit
participating in the scheme.
the economic
BROOKSIDE ENERGY LIMITED | 2017 ANNUAL REPORT
Page 24
CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER
COMPREHENSIVE INCOME
For the financial year ended 31 December 2017
Interest revenue
Other revenue
Other expenses
Director and employee related expenses
Consultants fees
Compliance and registry expenses
Options valuation expense
Interest on financing
(Loss)/gain on foreign exchange movement
Other expenses
Project expense reversal of impairment
Loss before income tax expense
Income tax expense
Net loss for the year
Other comprehensive income
Items that may be reclassified subsequently to profit and loss:
Exchange differences on the transaction of foreign operations
Other comprehensive loss for the year net of taxes
Total comprehensive loss for the year
Notes
2.A
2.A
2.B
6.A
3
For the year
ended
31 Dec 2017
$
For the year
ended
31 Dec 2016
$
1,789
29,020
(288,000)
(254,166)
(79,390)
(163,606)
(179,991)
(105,969)
(55,237)
-
-
6,010
-
(166,715)
(225,000)
(96,557)
(164,138)
(24,875)
-
110,250
20,025
131,006
(1,095,551)
(409,994)
-
-
(1,095,551)
(409,994)
(247,322)
(247,322)
(43,805)
(43,805)
(1,342,873)
(453,799)
Loss Per Share
Basic and diluted loss per share (cents)
15
(0.14)
(0.20)
The accompanying notes form part of these consolidated financial statements.
BROOKSIDE ENERGY LIMITED | 2017 ANNUAL REPORT
Page 25
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
As at 31 December 2017
ASSETS
CURRENT ASSETS
Cash and cash equivalents
Trade and other receivables
TOTAL CURRENT ASSETS
NON-CURRENT ASSETS
Other receivables
Other assets
Exploration and evaluation
TOTAL NON-CURRENT ASSETS
TOTAL ASSETS
LIABILITIES
CURRENT LIABILITIES
Trade and other payables
Borrowings
TOTAL CURRENT LIABILITIES
NON-CURRENT LIABILITIES
Borrowings
TOTAL NON-CURRENT LIABILITIES
TOTAL LIABILITIES
NET ASSETS
EQUITY
Issued capital
Reserves
Accumulated losses
TOTAL EQUITY
As at
31 Dec 2017
$
As at
31 Dec 2016
$
Notes
4
5
6
7
8.A.
8.B.
8.B.
9
11
10
51,854
24,366
76,220
12,820
1,994,614
5,521,615
7,529,049
7,605,269
371,940
-
371,940
2,550,845
2,550,845
2,922,785
4,682,484
256,857
33,017
289,874
-
1,951,077
1,830,733
3,781,810
4,071,684
260,252
200,000
460,252
-
-
460,252
3,611,432
222,355,544
220,586,610
2,327,095
1,929,426
(220,000,155)
(218,904,604)
4,682,484
3,611,432
The accompanying notes form part of these consolidated financial statements.
BROOKSIDE ENERGY LIMITED | 2017 ANNUAL REPORT
Page 26
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
For the year ended 31 December 2017
Issued
Capital
$
Accumulated
Losses
$
Share
Based
Payment
Reserve
$
Foreign
Currency
Translation
Reserve
$
Total
$
BALANCE AT 1 JANUARY 2016
218,405,878
(218,494,610)
1,948,231
Loss for the period
Other comprehensive loss
Total comprehensive loss for the
period
Shares issued during the period
Options issued during the period
Capital raising costs
-
-
-
(409,994)
-
(409,994)
2,300,000
-
(119,268)
-
-
-
-
-
-
-
25,000
-
BALANCE AT 31 DECEMBER 2016
220,586,610
(218,904,604)
1,973,231
(43,805)
BALANCE AT 1 JANUARY 2017
220,586,610
(218,904,604)
1,973,231
(43,805)
3,611,432
Loss for the period
Other comprehensive loss
Total comprehensive loss for the
period
Shares issued during the period
Options issued during the period
Capital raising costs
-
-
-
(1,095,551)
-
(1,095,551)
1,980,000
-
(211,066)
-
-
-
-
-
-
-
644,991
-
BALANCE AT 31 DECEMBER 2017
222,355,544
(220,000,155)
2,618,222
(291,127)
The accompanying notes form part of these consolidated financial statements.
-
-
(43,805)
1,859,499
(409,994)
(43,805)
(43,805)
(453,799)
-
-
-
-
-
-
2,300,000
25,000
(119,268)
3,611,432
1,980,000
644,991
(211,066)
4,682,484
-
(1,095,551)
(247,322)
(247,322)
(247,322)
(1,342,873)
BROOKSIDE ENERGY LIMITED | 2017 ANNUAL REPORT
Page 27
CONSOLIDATED STATEMENT OF CASH FLOWS
For the year ended 31 December 2017
CASH FLOWS USED IN OPERATING ACTIVITIES
Payments to suppliers and employees
Interest received
For the year
ended
31 Dec 2017
$
For the year
ended
31 Dec 2016
$
Notes
(711,356)
1,789
(603,651)
6,010
NET CASH (USED IN) OPERATING ACTIVITIES
12
(709,567)
(597,641)
CASH FLOWS FROM INVESTING ACTIVITIES
Payments for investments
Payments for exploration activities
Payments for acquisition of oil and gas properties
NET CASH (USED IN) INVESTING ACTIVITIES
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issue of shares
Transaction costs on issue of shares
Proceeds from borrowings
NET CASH PROVIDED BY FINANCING ACTIVITIES
NET (DECREASE) IN CASH AND CASH EQUIVALENTS
Cash at beginning of the period
Effect of exchange rates on cash
CASH AT END OF PERIOD
12
(329,480)
(1,621,065)
-
(3,272,365)
(3,601,845)
(827,429)
(1,003,304)
(3,451,798)
1,980,000
(121,066)
2,245,002
4,103,936
(207,476)
256,857
2,473
51,854
2,300,125
(119,268)
200,000
2,380,857
(1,668,582)
1,858,994
66,445
256,857
The accompanying notes form part of these consolidated financial statements.
BROOKSIDE ENERGY LIMITED | 2017 ANNUAL REPORT
Page 28
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended 31 December 2017
1.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
1.A.
BASIS OF PREPARATION
These financial statements are general purpose financial statements, which have been prepared in
accordance with the requirements of the Corporations Act 2001, Accounting Standards and
Interpretations and comply with other requirements of the law.
The financial statements comprise the consolidated financial statements for the Group. For the
purposes of preparing the consolidated financial statements, the Company is a for-profit entity.
The accounting policies detailed below have been consistently applied to all of the years presented
unless otherwise stated. The financial statements are for the Group consisting of Brookside Energy
Limited and its subsidiaries.
The financial statements have been prepared on a historical cost basis. Historical cost is based on the
fair values of the consideration given in exchange for goods and services.
The Company is an ASX listed public company, incorporated in Australia and operating in Australia
and USA. The entity’s principal activities are mineral exploration.
The financial report is presented in Australian dollars.
1.A.1. Functional and Presentation Currency
The consolidated financial statements are presented in Australian dollars (AUD$), which is the Group’s
presentation currency unless otherwise stated.
1.A.2. Accounting Policies
The same accounting policies and methods of computation have been followed in this consolidated
financial report as were applied in the 31 December 2016 financial statements.
1.A.3. Going Concern
The Group incurred a loss of $1,095,551 for the year ended 31 December 2017. In addition, the Group
has working capital deficiency of $295,720. Cash and cash equivalents at the year-end amounted to
$51,854.
The ability of the company and consolidated entity to continue as going concerns is dependent on
a combination of a number of factors, the most significant of which is the ability of the company to
raise additional funds in the following 12 months through issuing additional shares and/or, to secure
further financing facilities or extend the current financing facilities in place.
These factors indicate a material uncertainty that may cast significant doubt as to whether the
company and consolidated entity will continue as going concerns and therefore whether they will
realise their assets and extinguish their liabilities in the normal course of business and at the amounts
stated in the financial report.
BROOKSIDE ENERGY LIMITED | 2017 ANNUAL REPORT
Page 29
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended 31 December 2017
1.B.
ADOPTION OF NEW AND REVISED STANDARDS
1.B.1.
Changes in accounting policies on initial application of Accounting Standards
Standards and Interpretations applicable to 31 December 2017
In the year ended 31 December 2017, the Directors have reviewed all of the new and revised
Standards and Interpretations issued by the AASB that are relevant to its operations and effective for
the current annual reporting period. As a result of this review, the Directors have determined that
there is no impact, material or otherwise, of the new and revised Standards and Interpretations on its
business and, therefore, no change is necessary to Group accounting policies.
Standards and Interpretations in issue not yet adopted
The Directors have also reviewed all new Standards and Interpretations that have been issued but are
not yet effective for the year ended 31 December 2017. As a result of this review, the Directors have
determined that there is no impact, material or otherwise, of the new and revised Standards and
Interpretations on its business and, therefore, no change necessary to Group accounting policies.
In the year ended 31 December 2017, the Directors have reviewed all of the new and revised
Standards and Interpretations issued by the AASB that are relevant to the Company and effective for
the current annual reporting period. As a result of this review, the Directors have determined that
there is no material impact of the new and revised Standards and Interpretations on the Company
and, therefore, no material change is necessary to Group accounting policies.
1.C.
STATEMENT OF COMPLIANCE
The general purpose consolidated financial statements for the period ended 31 December 2017 were
approved and authorised for issue on 29 March 2018.
The financial report complies with Australian Accounting Standards, which include Australian
equivalents to International Financial Reporting Standards (AIFRS). Compliance with AIFRS ensures that
the financial report, comprising the financial statements and notes thereto, complies with International
Financial Reporting Standards (IFRS).
1.D.
BASIS OF CONSOLIDATION
The consolidated financial statements comprise the financial statements of Brookside Energy Limited
and its subsidiaries as at 31 December each year (the Group). Control is achieved where the
company has the power to govern the financial and operating policies of an entity so as to obtain
benefits from its activities.
The financial statements of the subsidiaries are prepared for the same reporting period as the parent
company, using consistent accounting policies. Investments in subsidiaries are accounted for at cost
in the parent entity’s financial statements.
In preparing the consolidated financial statements, all intercompany balances and transactions,
income and expenses and profit and losses resulting from intra-group transactions have been
eliminated in full. Subsidiaries are fully consolidated from the date on which control is transferred to
the Group and cease to be consolidated from the date on which control is transferred out of the
Group. Control exists where the company has the power to govern the financial and operating
policies of an entity so as to obtain benefits from its activities.
The acquisition of subsidiaries has been accounted for using the purchase method of accounting. The
purchase method of accounting involves allocating the cost of the business combination to the fair
value of the assets acquired and the liabilities and contingent liabilities assumed at the date of
acquisition. Accordingly, the consolidated financial statements include the results of subsidiaries for
the period from their acquisition.
BROOKSIDE ENERGY LIMITED | 2017 ANNUAL REPORT
Page 30
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended 31 December 2017
1.E.
SIGNIFICANT ACCOUNTING ESTIMATES AND JUDGEMENTS
The application of accounting policies requires the use of judgements, estimates and assumptions
about carrying values of assets and liabilities that are not readily apparent from other sources. The
estimates and associated assumptions are based on historical experience and other factors that are
considered to be relevant. Actual results may differ from these estimates.
Exploration and evaluation expenditure:
The Directors have conducted a review of the Group’s capitalised exploration expenditure to
determine the existence of any indicators of impairment. Based upon this review, the Directors have
determined that no impairment exists.
Share-based payment transactions:
The Group measures the cost of equity-settled transactions with employees by reference to the fair
value of the equity instruments at the date at which they are granted. The fair value is determined by
an external valuer using a Black and Scholes model, using assumptions provided by the Company.
The fair value is expensed over the period until vesting.
1.F. FOREIGN CURRENCY TRANSLATION
Both the functional and presentation currency of Brookside Energy Limited is Australian dollars. Each
entity in the Group determines its own functional currency and items included in the financial
statements of each entity are measured using that functional currency.
Transactions in foreign currencies are initially recorded in the functional currency by applying the
exchange rates ruling at the date of the transaction. Monetary assets and liabilities denominated in
foreign currencies are retranslated at the rate of exchange ruling at the balance date.
All exchange differences in the consolidated financial statements are taken to profit or loss with the
exception of differences on foreign currency borrowings that provide a hedge against a net
investment in a foreign entity. These are taken directly to equity until the disposal of the net investment,
at which time they are recognised in profit or loss.
Tax charges and credits attributable to exchange differences on those borrowings are also recognised
in equity. Non-monetary items that are measured in terms of historical cost in a foreign currency are
translated using the exchange rate as at the date of the initial transaction.
Non-monetary items measured at fair value in a foreign currency are translated using the exchange
rates at the date when the fair value was determined. Translation differences on assets and liabilities
carried at fair value are reported as part of the fair value gain or loss.
The functional currency of the foreign operations, BRK Oklahoma Holdings LLC and Anadarko Leasing
LLC is US dollars, “USD”.
1.G.
IMPAIRMENT OF ASSETS
The Group assesses at each balance date whether a financial asset or group of financial assets is
impaired.
(i) Financial assets carried at amortised cost
If there is objective evidence that an impairment loss on loans and receivables carried at amortised
cost has been incurred, the amount of the loss is measured as the difference between the asset’s
BROOKSIDE ENERGY LIMITED | 2017 ANNUAL REPORT
Page 31
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended 31 December 2017
carrying amount and the present value of estimated future cash flows (excluding future credit losses
that have not been incurred) discounted at the financial asset’s original effective interest rate (i.e. the
effective interest rate computed at initial recognition). The carrying amount of the asset is reduced
either directly or through use of an allowance account.
The amount of the loss is recognised in profit or loss.
The Group first assesses whether objective evidence of impairment exists individually for financial assets
that are individually significant, and individually or collectively for financial assets that are not
individually significant. If it is determined that no objective evidence of impairment exists for an
individually assessed financial asset, whether significant or not, the asset is included in a group of
financial assets with similar credit risk characteristics and that group of financial assets is collectively
assessed for impairment. Assets that are individually assessed for impairment and for which an
impairment loss is or continues to be recognised are not included in a collective assessment of
impairment.
If, in a subsequent period, the amount of the impairment loss decreases and the decrease can be
related objectively to an event occurring after the impairment was recognised, the previously
recognised impairment loss is reversed. Any subsequent reversal of an impairment loss is recognised in
profit or loss, to the extent that the carrying value of the asset does not exceed its amortised cost at
the reversal date.
2.
REVENUES AND EXPENSES
2.A.
REVENUE
Other Revenue
Interest received
Other received
Year ended
31 Dec 2017
$
Year ended
31 Dec 2016
$
1,789
29,020
30,809
6,010
-
6,010
Revenue is measured at fair value of the consideration received or receivable. Amounts disclosed as
revenue are net of returns, trade allowances, rebates and amounts collected on behalf of third
parties.
Interest income
Interest income from a financial asset is recognised when it is probable that the economic benefits
will flow to the Group and the amount of revenue can be reliably measured. Interest income is
accrued on a time basis, by reference to the principal outstanding and at the effective interest rate
applicable, which is the rate that exactly discounts estimated future cash receipts through the
expected life of the financial asset to that asset’s net carrying amount on initial recognition.
BROOKSIDE ENERGY LIMITED | 2017 ANNUAL REPORT
Page 32
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended 31 December 2017
2.B. OTHER EXPENSES
Administration expenses
Borrowing fees
Interest expense
Promotion and communication expenses
Travel expenses
Other expenses
3.
INCOME TAX EXPENSE
The components of tax expense comprise:
Current tax
Deferred tax
Income tax expense reported in statement of profit or loss
and other comprehensive income
79,470
10,500
-
34,075
163,661
294
288,000
24,004
-
6,234
34,674
87,283
14,520
166,715
Year ended
31 Dec 2017
$
Year ended
31 Dec 2016
$
-
-
-
-
-
-
The prima facie tax benefit on loss from ordinary activities before income tax is reconciled to the
income tax as follows:
Prima facie tax benefit on loss from ordinary activity before
income tax at 27.5% (31 December 2016: 30%)(i);
(301,277)
(122,999)
Add tax effect of:
Other non-allowable items
Losses not recognised
Less tax effect of:
Other non-assessable items
Other deductible items
Losses deferred tax balances not recognised
Income tax benefit reported in the consolidated statement
of profit or loss and other comprehensive income
128,069
195,141
21,933
-
11,062
10,871
-
43,358
173,814
94,174
83,009
-
11,165
-
BROOKSIDE ENERGY LIMITED | 2017 ANNUAL REPORT
Page 33
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended 31 December 2017
3.
INCOME TAX EXPENSE (continued)
3.A.
UNRECOGNISED DEFERRED TAX ASSETS
Unrecognised deferred tax assets at 27.5% (31 December
2016: 30%)(i):
Carry forward revenue losses
Provisions and accruals
Capital raising
Year ended
31 Dec 2017
Year ended
31 Dec 2016
$
$
2,561,214
8,250
37,339
2,606,803
2,581,171
6,000
31,532
2,618,703
The tax benefits of the above deferred tax assets will only be obtained if:
(a)
the company derives future assessable income of a nature and of an amount sufficient to
enable the benefits to be utilised;
(b)
the company continues to comply with the conditions for deductibility imposed by law; and
(c) no changes in income tax legislation adversely affect the company in utilising the benefits.
(i) - the corporate tax rate for eligible companies will reduce from 30% to 25% by 30 June 2027 providing certain
turnover thresholds and other criteria are met. Deferred tax assets and liabilities are required to be measured at
the tax rate that is expected to apply in the future income year when the asset is realised or the liability is
settled. The Directors have determined that the deferred tax balances be measured at the tax rates stated.
Current tax assets and liabilities for the current and prior periods are measured at the amount
expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used to
compute the amount are those that are enacted or substantively enacted by the balance date.
Deferred income tax is provided on all temporary differences at the statement of financial position
date between the tax bases of assets and liabilities and their carrying amounts for financial reporting
purposes.
Deferred income tax assets are recognised for all deductible temporary differences, carry-forward of
unused tax assets and unused tax losses, to the extent that it is probable that taxable profit will be
available against which the deductible temporary differences and the carry-forward of unused tax
credits and unused tax losses can be utilised, except:
•
•
when the deferred income tax asset relating to the deductible temporary difference
arises from the initial recognition of an asset or liability in a transaction that is not a
business combination and, at the time of the transaction, affects neither the
accounting profit nor taxable profit or loss; or
when the deductible temporary difference
is associated with investments in
subsidiaries, associates or interests in joint ventures, in which case a deferred tax asset
is only recognised to the extent that it is probable that the temporary difference will
reverse in the foreseeable future and taxable profit will be available against which the
temporary difference can be utilised.
BROOKSIDE ENERGY LIMITED | 2017 ANNUAL REPORT
Page 34
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended 31 December 2017
3.
INCOME TAX EXPENSE (continued)
The carrying amount of deferred income tax assets is reviewed at each balance date and reduced
to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or
part of the deferred income tax asset to be utilised.
Unrecognised deferred income tax assets are reassessed at each balance date and are recognised
to the extent that it has become probable that future taxable profit will allow the deferred tax asset
to be recovered.
Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply to
the year when the asset is realised or the liability is settled, based on tax rates (and tax laws) that have
been enacted or substantively enacted at the balance date.
Income taxes relating to items recognised directly in equity are recognised in equity and not in profit
or loss.
Deferred tax assets and deferred tax liabilities are offset only if a legally enforceable right exists to set
off current tax assets against current tax liabilities and the deferred tax assets and liabilities relate to
the same taxable entity and the same taxation authority.
Other taxes
Revenues, expenses and assets are recognised net of the amount of GST except:
•
•
when the GST incurred on a purchase of goods and services is not recoverable from
the taxation authority, in which case the GST is recognised as part of the cost of
acquisition of the asset or as part of the expense item as applicable; and
receivables and payables, which are stated with the amount of GST included.
The net amount of GST recoverable from, or payable to, the taxation authority is included as part of
receivables or payables in the statement of financial position.
Cash flows are included in the Statement of Cash Flows on a gross basis and the GST component of
cash flows arising from investing and financing activities, which is recoverable from, or payable to, the
taxation authority are classified as operating cash flows.
Commitments and contingencies are disclosed net of the amount of GST recoverable from, or
payable to, the taxation authority.
BROOKSIDE ENERGY LIMITED | 2017 ANNUAL REPORT
Page 35
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended 31 December 2017
4.
CASH AND CASH EQUIVALENTS
Cash at bank
As at
31 Dec 2017
$
As at
31 Dec 2016
$
51,854
51,854
256,857
256,857
Cash comprises cash at bank and in hand. Cash equivalents are short term, highly liquid investments
that are readily convertible to known amounts of cash and which are subject to an insignificant risk of
changes in value.
For the purposes of the Statement of Cash Flows, cash and cash equivalents consist of cash and cash
equivalents as defined above, net of outstanding bank overdrafts.
Cash at bank earns interest at floating rates based on daily bank deposit rates.
5.
TRADE & OTHER RECEIVABLES
Current
Other receivables
Prepayments
As at
31 Dec 2017
$
As at
31 Dec 2016
$
13,158
11,208
24,366
33,017
-
33,017
Trade receivables are generally due for settlement within periods ranging from 15 days to 30 days.
There are no receivables that are past due date.
6. OTHER ASSETS
At cost
Accumulated depreciation and impairment
As at
31 Dec 2017
$
As at
31 Dec 2016
$
1,994,614
-
1,994,614
1,951,077
-
1,951,077
BROOKSIDE ENERGY LIMITED | 2017 ANNUAL REPORT
Page 36
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended 31 December 2017
6.
OTHER ASSETS (CONTINUED)
6.A. MOVEMENT IN CARRYING AMOUNTS
Opening balance
Black Mesa Productions LLC – Earn-in(ii)
RA Minerals - Royalty rights acquisition (at cost)
Foreign currency translation on movement
Impairment(i)
Closing balance
As at
31 Dec 2017
$
1,951,077
184,615
-
(141,078)
-
1,994,614
As at
31 Dec 2016
$
-
617,745
1,202,326
-
131,006
1,951,077
(i) On 7 December 2015, BRK Oklahoma Holdings LLC, a wholly owned subsidiary of the Company,
entered into an agreement investing in the United States focused energy start-up Black Mesa
Production, LLC. At 31 December 2015, A$131,006 of costs had been incurred and due to the infancy
stage of the project, these costs were impaired. During the prior financial year, the project had
progressed beyond infancy stage resulting in impairments being reversed.
(ii) On 7 December 2015, BRK Oklahoma Holdings LLC entered into an agreement investing in the
United States focused energy start-up Black Mesa Production, LLC. Under this agreement, BRK
Oklahoma will acquire 15% of Black Mesa and the Tulsa Equity Group will acquire 35% (“the Equity
Members”). The Black Mesa management team will earn 50% equity in Black Mesa as Incentive
Members.
In accordance with the agreement, during the year ended 31 December 2017, the Company has
paid US$288,000 (2016: US$396,780) with a further US$253,020 payable over the next 12 months.
Investment in Subsidiary
Subsidiary
BRK Oklahoma Holdings LLC^
Anadarko Leasing LLC
2017
%
100
100
2016
%
100
-
2017
$
366
444
2016
$
366
-
^ On 9 June 2017, the company registered its wholly owned subsidiary Anadarko Leasing LLC, an Oklahoma, USA, Limited
Liability Company.
BROOKSIDE ENERGY LIMITED | 2017 ANNUAL REPORT
Page 37
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended 31 December 2017
7.
EXPLORATION AND EVALUATION
Costs carried forward in respect of areas of interest in:
Exploration and evaluation phases – at cost
Opening Balance
STACK project (acquisition costs)
STACK JV1
Foreign currency transaction on movement
As at
31 Dec 2017
$
As at
31 Dec 2016
$
-
5,521,615
1,830,733
3,448,258
375,000
(132,376)
5,521,615
-
1,830,733
-
1,830,733
-
-
1,830,733
1. In accordance with the STACK-A Joint Venture agreement, the company issued 75,000,000 listed
options at $0.02, exercisable on or before 31 December 2018.
The recoupment of costs carried forward in relation to areas of interest in the exploration and
evaluation phases are dependent on the successful development and commercial exploitation or
sale of the respective areas.
Exploration and evaluation expenditures in relation to each separate area of interest are recognised
as an exploration and evaluation asset in the year in which they are incurred where the following
conditions are satisfied:
•
•
the rights to tenure of the area of interest are current; and
at least one of the following conditions is also met:
(i) the exploration and evaluation expenditures are expected to be recouped through
successful development and exploitation of the area of interest, or alternatively, by its
sale; or
(ii) exploration and evaluation activities in the area of interest have not at the balance
date reached a stage which permits a reasonable assessment of the existence or
otherwise of economically recoverable reserves, and active and significant operations
in, or in relation to, the area of interest are continuing.
Exploration and evaluation assets are initially measured at cost and include acquisition of rights to
explore, studies, exploratory drilling, trenching and sampling and associated activities and an
allocation of depreciation and amortised of assets used in exploration and evaluation activities.
General and administrative costs are only included in the measurement of exploration and evaluation
costs where they are related directly to operational activities in a particular area of interest.
BROOKSIDE ENERGY LIMITED | 2017 ANNUAL REPORT
Page 38
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended 31 December 2017
7. EXPLORATION AND EVALUATION (continued)
Exploration and evaluation assets are assessed for impairment when facts and circumstances suggest
that the carrying amount of an exploration and evaluation asset may exceed its recoverable amount.
The recoverable amount of the exploration and evaluation asset (for the cash generating unit(s) to
which it has been allocated being no larger than the relevant area of interest) is estimated to
determine the extent of the impairment loss (if any). Where an impairment loss subsequently reverses,
the carrying amount of the asset is increased to the revised estimate of its recoverable amount, but
only to the extent that the increased carrying amount does not exceed the carrying amount that
would have been determined had no impairment loss been recognised for the asset in previous years.
Where a decision has been made to proceed with development in respect of a particular area of
interest, the relevant exploration and evaluation asset is tested for impairment and the balance is then
reclassified to development.
8.
LIABILITIES
9.A. TRADE AND OTHER PAYABLES
Trade creditors (a)
Other creditors and accruals*
*Aggregate amounts payable to related parties included:
Directors and director-related entities
Terms and conditions
As at
31 Dec 2017
$
As at
31 Dec 2016
$
61,742
310,198
371,940
211,570
48,682
260,252
58,766
16,250
(a)
Trade creditors are non-interest bearing and are normally settled on 30 day terms.
Trade payables and other payables are carried at amortised cost and represent liabilities for goods
and services provided to the Group prior to the end of the financial year that are unpaid and arise
when the Group becomes obliged to make future payments in respect of the purchase of these
goods and services. Trade and other payables are presented as current liabilities unless payment is
not due within 12 months.
BROOKSIDE ENERGY LIMITED | 2017 ANNUAL REPORT
Page 39
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended 31 December 2017
8. TRADE & OTHER PAYABLES (continued)
8.B. BORROWINGS
Opening balance
Oklahoma Energy LLC financing(ii)
Cicero Advisory Services
Repayments – Cicero Advisory Services(ii)
Closing balance
As at
31 Dec 2017
As at
31 Dec 2016
$
200,000
2,550,845
-
(200,000)
2,550,845
-
-
200,000
-
200,000
(i) On 1 June 2017, Anadarko Leasing LLC (wholly owned subsidiary) entered into a Drawdown Facility
with Oklahoma Energy Consultants.
Terms of the Drawdown Facility are as follows:
Date of
agreement
Financing
Facility
Terms(iii)
1 June 2017
(Amended 22
December
2017)
US$3,000,000
(increase from
$2,000,000 on
22 December
2017)
Facility is due for repayment on the 20 June
2019. Facility shall bear interest at a rate per
annum of 12%, payable quarterly in arrears on
drawdown amounts.
Facility will be secured by the Borrowers interest
in Working Interest leasehold acreage that is
acquired by the Borrower pursuant to and
subject to the terms of the Drilling Program
Agreement between the Borrower and Black
Mesa Production, LLC.
As at 31 December 2017, total of A$2,445,002 (US$1,919,386) has been drawdown. Included in the
profit and loss is $105,969 accrued interest expense for the period.
(ii) During the year, the Company repaid the loan with Cicero Advisory Services in the amount of
$200,000 plus borrowing fees of $10,500.
(iii) On 16 March 2018, the terms of the facility agreement were amended. Refer Note 22.
Borrowings are initially recognised at fair value, net of transaction costs incurred. Borrowings are
subsequently measured at amortised cost. Any difference between the proceeds (net of transaction
costs) and the redemption amount is recognised in profit or loss over the period of the borrowings
using the effective interest method. Fees paid on the establishment of loan facilities are recognised
as transaction costs of the loan to the extent that it is probable that some or all of the facility will be
drawn down. In this case, the fee is deferred until the draw down occurs. To the extent there is no
evidence that it is probable that some or all of the facility will be drawn down, the fee is capitalised
as a prepayment for liquidity services and amortised over the period of the facility to which it relates.
BROOKSIDE ENERGY LIMITED | 2017 ANNUAL REPORT
Page 40
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended 31 December 2017
TRADE & OTHER PAYABLES (continued)
8.
8.B. BORROWINGS (continued)
Borrowings are removed from the statement of financial position when the obligation specified in the
contract is discharged, cancelled or expired. The difference between the carrying amount of a
financial liability that has been extinguished or transferred to another party and the consideration
paid, including any non-cash assets transferred or liabilities assumed, is recognised in profit or loss as
other income or finance costs.
Borrowings are classified as current liabilities unless the Group has an unconditional right to defer
settlement of the liability for at least 12 months after the reporting period.
Derecognition of financial liabilities
A financial liability is derecognised when the obligation under the liability is discharged or cancelled
or expires.
When an existing financial liability is replaced by another from the same lender on substantially
different terms, or the terms of an existing liability are substantially modified, such an exchange or
modification is treated as a derecognition of the original liability and the recognition of a new liability,
and the difference in the respective carrying amounts is recognised in profit or loss.
9.
ISSUED CAPITAL
Issued and paid up capital
790,000,000 Ordinary shares
(31 December 2016: 625,000,000)
9.B. MOVEMENTS IN ISSUED CAPITAL
As at
31 Dec 2017
$
As at
31 Dec 2016
$
222,355,544
220,586,610
At the beginning of the period
220,586,610
218,405,878
Shares issued during the period:
- Placement @ $0.012
- Placement @ $0.012
Share issue costs
At end of the period
1,980,000
-
(211,066)
222,355,544
2,000,000
300,000
(119,268)
220,586,610
BROOKSIDE ENERGY LIMITED | 2017 ANNUAL REPORT
Page 41
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended 31 December 2017
9.
ISSUED CAPITAL (continued)
9.C. MOVEMENTS IN NUMBER OF SHARES ON ISSUE
Fully paid
At the beginning of the period
Number
625,000,000
Number
501,051,719
Shares issued during the period:
- Placement – 3 February 2017
- Placement – 15 April 2016 – tranche 1
- Placement – 30 June 2016 – tranche 2
- Placement – 24 August 2016
- Placement – 24 October 2016
- Placement – 8 December 2016
At end of the period
Terms and conditions of contributed equity
Ordinary shares
165,000,000
-
-
-
-
-
790,000,000
-
60,000,000
40,000,000
25,000,000
60,000,000
40,000,000
625,000,000
Voting Rights
Ordinary shares participate in dividends and the proceeds on winding up of the Company in
proportion to the number of shares held and in proportion to the amount paid up on the shares held.
At shareholders meetings, each ordinary share is entitled to one vote in proportion to the paid-up
amount of the share when a poll is called, otherwise each shareholder has one vote on a show of
hands.
9.D. OPTIONS
At the end of the reporting period, 460,000,000 options over unissued shares were on issue.
Type
Date of Expiry
Exercise Price
AUD
Number of Options
on Issue
Listed options
Unlisted options
31 Dec 2018
31 Dec 2020
$0.02
$0.03
435,000,000
25,000,000
BROOKSIDE ENERGY LIMITED | 2017 ANNUAL REPORT
Page 42
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended 31 December 2017
9.
ISSUED CAPITAL (continued)
9.E. MOVEMENTS IN NUMBER OF OPTIONS ON ISSUE
Fully paid
At the beginning of the period
Shares issued during the period:
- Options placement – 3 February 2017; free attaching
- Options issued in accordance with Drilling agreement
- Options issued to consultants and directors
- Options issued in lieu of capital raising fees
- Options placement – June 2016
- Expired during the period
At end of the period
10. ACCUMULATED LOSSES
Balance at the beginning of the period
Net loss for the period
Balance at end of the period
11.
RESERVES
Option valuation reserve
Foreign currency translation reserve
As at
31 Dec 2017
Number
250,000,000
As at
31 Dec 2016
Number
187,499,924
82,500,000
75,000,000
36,500,000
16,000,000
-
-
460,000,000
-
-
-
12,500,076
50,000,000
-
250,000,000
As at
31 Dec 2017
$
As at
31 Dec 2016
$
(218,904,604)
(1,095,551)
(220,000,155)
(218,494,610)
(409,994)
(218,904,604)
As at
31 Dec 2017
$
2,618,222
(291,127)
2,327,095
As at
31 Dec 2016
$
1,973,231
(43,805)
1,929,426
Option valuation reserve
This reserve is used to record the value of equity benefits provided to employees, directors, suppliers
and consultants as part of their remuneration. Refer to Note 20.
Foreign Currency Translation Reserve
Foreign currency translation reserve records exchange differences arising on translation of the
subsidiaries’ functional currency (US Dollars) into presentation currency at balance date.
BROOKSIDE ENERGY LIMITED | 2017 ANNUAL REPORT
Page 43
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended 31 December 2017
11.
RESERVES (continued)
11.B. OPTION VALUATION RESERVE
At the beginning of the period
Options issued during the period:
- Options issued to consultants (i)
- Options issued in directors(ii)
- Options issued in accordance with Drilling agreement(iii)
- Options issued in lieu of capital raising services(iv)
At end of the period
As at
31 Dec 2017
$
1,973,231
As at
31 Dec 2016
$
1,948,231
46,000
133,991
375,000
90,000
2,618,222
-
-
-
25,000
1,973,231
(i)
On 29 March 2017, 11,500,000 listed options were issued to Cicero Corporate Advisory in lieu of corporate
advisory services with a value $0.004 based on 5 day VWAP at date of agreement.
(ii) On 29 March 2017, 15,000,000 unlisted options were issued to David Prentice and 10,000,000 unlisted options
to Michael Fry in recognition of their ongoing commitment and contribution to the company.
(iii) On 29 March 2017, the company issued 75,000,000 listed options in accordance with the Stack-A JV Drilling
Facility at a value of $0.005 per option.
(iv) On 29 March 2017, 16,000,000 listed options were issued to various consultants in lieu of capital raising
services with an average value of $0.005 based on 5 day VWAP at the date of their agreements.
11.C. OPTION VALUATION
The fair value of the listed options issued during the year ended 31 December 2017, was determined
by the VWAP of the listed option price at the date of issue.
The fair value of 25,000,000 unlisted options granted during the year ended 31 December 2017 was
determined using the Black Scholes option pricing model using the following inputs to the model:
Share price
Volatility
Risk free rate
Discount for lack of
marketability
$0.014
72%
1.57%
30%
BROOKSIDE ENERGY LIMITED | 2017 ANNUAL REPORT
Page 44
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended 31 December 2017
11.
RESERVES (continued)
11.D. FOREIGN CURRENCY RESERVE
At beginning of the period
Movement during the period
Balance at end of the period
12. CASH FLOW INFORMATION
As at
31 Dec 2017
$
(43,805)
(247,322)
(291,127)
As at
31 Dec 2016
$
-
(43,805)
(43,805)
12.B. RECONCILIATION OF NET LOSS AFTER TAX TO THE NET CASH FLOWS FROM OPERATIONS:
Net loss
Non-cash items
Option valuation expense
Foreign currency translation
Interest on borrowings
Acquisition costs (impairment)/reversal of impairment
Changes in assets and liabilities
Increase/(decrease) in receivables and other assets
Decrease in payables and accruals
Net cash flows from / (used in) operating activities
Reconciliation of cash:
Cash balances comprises
AUD accounts
USD accounts
As at
31 Dec 2017
$
As at
31 Dec 2016
$
(1,095,551)
(409,994)
179,991
55,531
105,969
-
(5,168)
49,661
(709,567)
24,875
61,115
-
(131,066)
(207,134)
64,503
(597,641)
40,417
11,437
51,854
256,593
264
256,857
BROOKSIDE ENERGY LIMITED | 2017 ANNUAL REPORT
Page 45
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended 31 December 2017
13.
KEY MANAGEMENT PERSONNEL DISCLOSURES
13.B. REMUNERATION OF DIRECTORS AND EXECUTIVES
Details of remuneration paid to Key Management Personnel have been disclosed in the Directors’
Report.
Aggregate of remuneration paid to Key Management Personnel during the period as follows:
Short term employee benefits
Post-employment benefits
Share-based payments
As at
31 Dec 2017
$
As at
31 Dec 2016
$
254,166
-
133,991
388,157
225,000
-
-
225,000
During the year ended 31 December 2017, Cicero Corporate Pty Ltd, an entity related to Loren King,
received $114,000 exclusive of GST for the provision of company secretarial and accounting work to
the Group. Cicero has been engaged to provide corporate services to the Company.
14.
SEGMENT INFORMATION
Brookside Energy Limited operates predominantly in one industry being the oil and gas industry in the
USA.
Identification of reportable segments
The Company has identified its operating segments based on the internal reports that are reviewed
and used by the Board of Directors in assessing performance and determining the allocation of
resources.
The Company is managed primarily on the basis of its oil and gas interests in the USA and its corporate
activities in Australia. Operating segments are therefore determined on the same basis.
Reportable segments disclosed are based on aggregating operating segments where the segments
are considered to have similar economic characteristics.
Types of reportable segments
(i) Oil and gas exploration: Segment assets, including acquisition cost of exploration licenses and
all expenses related to the projects in the USA are reported on in this segment.
(ii) Corporate, including treasury, corporate and regulatory expenses arising from operating an ASX
listed entity. Segment assets, including cash and cash equivalents, and investments in financial
assets are reported in this segment.
Basis of accounting for purposes of reporting by operating segments
BROOKSIDE ENERGY LIMITED | 2017 ANNUAL REPORT
Page 46
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended 31 December 2017
14.
SEGMENT INFORMATION (continued)
Accounting policies adopted
Unless stated otherwise, all amounts reported to the Board of Directors as the chief decision maker
with respect to operating segments are determined in accordance with accounting policies that are
consistent to those adopted in the annual financial statements of the Group.
Segment assets
Where an asset is used across multiple segments, the asset is allocated to the segment that receives
the majority of economic value from the asset. In the majority of instances, segment assets are clearly
identifiable on the basis of their nature and physical location.
Unless indicated otherwise in the segment assets note, deferred tax assets and intangible assets have
not been allocated to operating segments.
Segment liabilities
Liabilities are allocated to segments where there is direct link between the incurrence of the liability
and the operations of the segment. Borrowings and tax liabilities are generally considered to relate to
the Company as a whole and are not allocated. Segment liabilities include trade and other payables.
31 December 2017
(i) Segment performance
Segment revenue
Segment results
Corporate
$
Oil and Gas
& Other US
entities
$
Total
$
30,809
-
30,809
(921,236)
(174,315)
(1,095,551)
Included within segment result:
-
Interest Revenue
- Drawdown facility interest expense
- Option valuation expense
1,789
-
(179,991)
-
(105,969)
-
1,789
(105,969)
(179,991)
Segment assets
Segment liabilities
452,030
7,153,239
7,605,269
(110,908)
(2,812,877)
(2,922,785)
BROOKSIDE ENERGY LIMITED | 2017 ANNUAL REPORT
Page 47
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended 31 December 2017
14.
SEGMENT INFORMATION (continued)
31 December 2016
(i) Segment performance
Segment revenue
Segment results
Included within segment result:
-
Interest Revenue
- Option valuation expense
Corporate
$
Oil and Gas
& Other US
entities
$
Total
$
6,010
-
6,010
(556,683)
146,689
(409,994)
6,010
(24,875)
-
-
6,010
(24,875)
Segment assets
Segment liabilities
276,055
(261,247)
3,795,629
(199,005)
4,071,684
(460,252)
15.
LOSS PER SHARE
The following reflects the income and share data used in the calculation of basic and diluted loss per
share:
Earnings used in calculation of basic and diluted earnings per
share
As at
31 Dec 2017
$
As at
31 Dec 2016
$
(1,095,551)
(409,994)
Weighted average number of ordinary shares on issue used in
the calculation of basic loss per share
775,041,209
485,204,918
Basic earnings per share is calculated as net profit or loss attributable to members of the parent,
adjusted to exclude any costs of servicing equity (other than dividends) and preference share
dividends, divided by the weighted average number of ordinary shares, adjusted for any bonus
element.
Diluted earnings per share is calculated as net profit or loss attributable to members of the parent,
adjusted for:
•
•
•
costs of servicing equity (other than dividends) and preference share dividends;
the after tax effect of dividends and interest associated with dilutive potential ordinary
shares that have been recognised as expenses; and
other non-discretionary changes in revenues or expenses during the period that would
result from the dilution of potential ordinary shares; divided by the weighted average
number of ordinary shares and dilutive potential ordinary shares, adjusted for any bonus
element.
BROOKSIDE ENERGY LIMITED | 2017 ANNUAL REPORT
Page 48
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended 31 December 2017
16.
RELATED PARTY DISCLOSURE
There have been no other related party transactions during the year.
17. AUDITOR’S REMUNERATION
The auditor of Brookside Energy Limited is HLB Mann Judd.
Amounts received or due and receivable to the auditor for:
Audit or reviewing the financial report.
As at
31 Dec 2017
$
As at
31 Dec 2016
$
36,750
36,750
29,607
29,607
18.
FINANCIAL INSTRUMENTS
The main risks arising from the Group’s financial instruments are market risk, currency risk and interest
rate risk.
This note presents information about the Group’s exposure to each of the above risks, their objectives,
policies and processes for measuring and managing risk, and the management of capital.
The Board has overall responsibility for the establishment and oversight of the risk management
framework. The Board reviews and agrees policies for managing each of these risks and they are
summarised below.
The Group’s principal financial instruments comprise cash and short term deposits. The main purpose
of the financial instruments is to earn the maximum amount of interest at a low risk to the Group. The
Group also has other financial instruments such as trade debtors, creditors and borrowings which arise
directly from its operations.
Market Risk
Market risk is the risk that changes in market prices such as foreign exchange rates, interest rates and
equity prices will affect the Group’s income or the value of its holdings of financial instruments.
The Group is exposed to movements in market interest rates on short term deposits. The policy is to
monitor the interest rate yield curve out to 120 days to ensure a balance is maintained between the
liquidity of cash assets and the interest rate return. The Group does not have short or long term debt,
and therefore this risk is minimal.
Currency Risk
Foreign exchange risk arises from future commitments, assets and liabilities that are denominated in a
currency that is not he functional currency of the Group. The Group deposits are denominated in both
US and Australian dollars. At the year end the majority of deposits were held in Australian dollars.
Currently, there are no foreign exchange programs in place. The Group treasury function manages
the purchase of foreign currency to meet operational and budgetary requirements. The impact of
reasonably possible changes in foreign exchange rates for the Group is not material.
BROOKSIDE ENERGY LIMITED | 2017 ANNUAL REPORT
Page 49
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended 31 December 2017
18.
FINANCIAL INSTRUMENTS (continued)
Interest Rate Risk
The table below reflects the undiscounted contractual settlement terms for financial instruments of a
fixed period of maturity, as well as management’s expectations of the settlement period for all other
financial instruments. As such, the amounts might not reconcile to the statement of financial position.
Interest Rate Sensitivity Analysis
At 31 December 2017, if interest rates had been 2% higher or lower than the prevailing rates realised,
with all other variables held constant, the effect on loss and equity as a result of interest rates changes
would be as follows:
Change in loss
Increase in interest rate by 2%:
AUD accounts
USD accounts
Decrease in interest rate by 2%:
AUD accounts
USD accounts
Change in equity
Increase in interest rate by 2%:
AUD accounts
USD accounts
Decrease in interest rate by 2%:
AUD accounts
USD accounts
31 Dec 2017
31 Dec 2016
$
Net Change
$
Net Change
(36)
-
(36)
36
-
36
(36)
-
(36)
36
-
36
(120)
-
(120)
120
-
120
(120)
-
(120)
120
-
120
Credit Risk
Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in
financial loss to the Group. The Group has adopted the policy of only dealing with creditworthy
counterparties and obtaining sufficient collateral or other security where appropriate, as a means of
mitigating the risk of financial loss from defaults.
The Group operates in the energy exploration and production sector; it therefore does not supply
products and have trade receivables and is not exposed to credit risk in relation to trade receivables.
The Group does not have any significant credit risk exposure to any single counterparty or any
Company of counterparties having similar characteristics.
BROOKSIDE ENERGY LIMITED | 2017 ANNUAL REPORT
Page 50
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended 31 December 2017
18.
FINANCIAL INSTRUMENTS (continued)
The Group’s maximum exposure to credit risk at each balance date in relation to each class of
recognised financial assets is the carrying amount, net of any allowance for doubtful debts, of those
assets as indicated in the statement of financial position. The maximum credit risk exposure of the
Group at 31 December 2017 is Nil (2016: Nil). There are no impaired receivables at 31 December 2017
(2016: Nil).
Liquidity Risk
Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due.
The Group’s approach to managing liquidity is to ensure, as far as possible, that it will always have
sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without
incurring unacceptable losses or risking damage to the Group’s reputation.
The Group manages liquidity risk by monitoring forecast cash flows on a rolling monthly basis. The
Group does not have any significant liquidity risk as the Group does not have any collateral debts.
Capital Management
The Group’s objectives when managing capital are to safeguard its ability to continue as a going
concern, so it may continue to provide returns for shareholders and benefits for other stakeholders.
Accordingly, the objective of the Group’s capital risk management is to balance the current working
capital position against the requirements to meet exploration programmes and corporate overheads.
This is achieved by maintaining appropriate liquidity to meet anticipated operating requirements, with
a view to initiating appropriate capital raisings as required.
The directors consider that the carrying value of the financial assets and financial liabilities recognised
in the consolidated financial statement approximate their fair value.
18.B.
FAIR VALUE MEASUREMENT OF FINANCIAL INSTRUMENTS
Financial assets and financial liabilities measured at fair value in the statement of financial position are
grouped into three levels of the following fair value measurement hierarchy in accordance with AASB
7 Financial Instruments:
Disclosures
Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities;
Level 2: inputs other than quoted prices included within Level 1 that are observable for the asset
or liability, either directly or indirectly;
Level 3: unobservable inputs for the asset or liability.
BROOKSIDE ENERGY LIMITED | 2017 ANNUAL REPORT
Page 51
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended 31 December 2017
18.
FINANCIAL INSTRUMENTS (continued)
The following table shows the levels within the hierarchy of financial assets and liabilities measured at
fair value on a recurring basis at 31 December 2017 and 31 December 2016:
31 December 2017
Level 1
$
Level 2
$
Level 3
$
Total
$
Financial assets
Cash and cash equivalents
Receivables
RA Minerals - Royalty Rights
acquisition
Total financial assets
Financial liabilities
Payables
Loans and borrowings
Total financial liabilities
-
51,854
24,366
1,115,388
1,191,608
(371,940)
(2,550,845)
(2,922,785)
31 December 2016
Level 1
$
Level 2
$
Financial assets
Cash and cash equivalents
Receivables
RA Minerals - Royalty Rights
acquisition
Total financial assets
Financial liabilities
Payables
Loans and borrowings
Total financial liabilities
-
256,857
33,017
1,202,326
1,492,200
(260,252)
(200,000)
(460,252)
Net fair value of financial assets and liabilities
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Level 3
$
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
51,854
24,366
1,115,388
1,191,608
(371,940)
(2,550,845)
(2,922,785)
Total
$
-
256,857
33,017
1,202,326
1,492,200
(260,252)
(200,000)
(460,252)
The carrying amount of cash and cash equivalents approximates fair value because of their short-
term maturity.
BROOKSIDE ENERGY LIMITED | 2017 ANNUAL REPORT
Page 52
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended 31 December 2017
19. CONTINGENT ASSETS AND LIABILITIES
There are no contingent liabilities or contingent assets.
20.
SHARE BASED PAYMENT PLANS
The following share-based payment arrangements were entered into during the period:
The fair value of the unlisted equity-settled options granted is estimated as at the date of grant using
the Black-Scholes model taking into account the terms and conditions upon which the options were
granted. Listed options are valued using VWAP as at the prevailing share price on the date of grant.
Type
Number
Grant date
Expiry date / vesting date
Exercise Price
Dividend yield (%)
Expected volatility (%)
Risk-free interest rate (%)
Expected life of option
(years)
Grant date share price
Fair value of equity
instrument at grant
Director Options
Unlisted Options
25,000,000
29 March 2017
31 December
2020
$0.03
Corporate
Advisor
Listed options:
BRKO
11,500,000
28 March 2017
Drilling
Agreement
Listed options:
BRKO
75,000,000
29 March 2017
Capital Raising
Fees
Listed options:
BRKO
16,000,000
29 March 2017
31 December
2018
$0.02
31 December
2018
$0.02
31 December
2018
$0.02
-
72%
1.57
3.76
$0.014
$0.0054
-
-
-
-
-
-
-
-
-
-
-
-
$0.004
$0.004
$0.005
$0.005
$0.005
$0.005
The expected life of the options is based on historical data and is not necessarily indicative of exercise
patterns that may occur. The expected volatility reflects the assumption that the historical volatility is
indicative of future trends, which may also not necessarily be the actual outcome. No other features
of options granted were incorporated into the measurement of fair value.
No share options were exercised during the year.
Included in the statement of profit and loss is $179,991 which relates to equity settled share-based
payment transactions which have been brought to account in the year.
The cost of these equity-settled transactions with employees is measured by reference to the fair value
of the equity instruments at the date at which they are granted. The fair value is determined by an
external valuer using a Black-Scholes model, using assumptions provided by the Company.
In valuing equity-settled transactions, no account is taken of any performance conditions, other than
conditions linked to the price of the shares of Brookside Energy Ltd (market conditions), if applicable.
BROOKSIDE ENERGY LIMITED | 2017 ANNUAL REPORT
Page 53
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended 31 December 2017
20.
SHARE BASED PAYMENT PLANS (continued)
The cost of equity-settled transactions is recognised, together with a corresponding increase in equity,
over the period in which the performance and/or service conditions are fulfilled, ending on the date
on which the relevant employees become fully entitled to the award (the vesting period).
The cumulative expense recognised for equity-settled transactions at each reporting date until vesting
date reflects:
(i)
(ii)
the extent to which the vesting period has expired and
the Group’s best estimate of the number of equity instruments that will ultimately vest.
No adjustment is made for the likelihood of market performance conditions being met as the effect
of these conditions is included in the determination of fair value at grant date. The statement of
comprehensive income charge or credit for a period represents the movement in cumulative expense
recognised as at the beginning and end of that period.
No expense is recognised for awards that do not ultimately vest, except for awards where vesting is
only conditional upon a market condition.
If the terms of an equity-settled award are modified, as a minimum an expense is recognised as if the
terms had not been modified. In addition, an expense is recognised for any modification that
increases the total fair value of the share-based payment arrangement, or is otherwise beneficial to
the employee, as measured at the date of modification.
If an equity-settled award is cancelled, it is treated as if it had vested on the date of cancellation, and
any expense not yet recognised for the award is recognised immediately. However, if a new award is
substituted for the cancelled award and designated as a replacement award on the date that it is
granted, the cancelled and new award are treated as if they were a modification of the original
award, as described in the previous paragraph.
The dilutive effect, if any, of outstanding options is reflected as additional share dilution in the
computation of earnings per share . Refer Note 15.
BROOKSIDE ENERGY LIMITED | 2017 ANNUAL REPORT
Page 54
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended 31 December 2017
21.
PARENT ENTITY DISCLOSURES
Financial Position
Assets
Current assets
Non-current assets
Total assets
Liabilities
Current liabilities
Total liabilities
Equity
Issued capital
Accumulated losses
Reserves
Total equity
Financial performance
Loss for the period
Other comprehensive income
Total comprehensive income
Year Ended
Dec 2017
$
Year Ended
Dec 2016
$
76,220
4,717,172
4,793,392
276,055
3,495,106
3,771,161
110,908
110,908
261,247
261,247
222,355,544
(220,291,282)
2,618,222
4,682,484
220,586,610
(219,049,927)
1,973,231
3,509,914
(1,241,355)
-
(1,241,355)
(686,690)
-
(686,690)
BROOKSIDE ENERGY LIMITED | 2017 ANNUAL REPORT
Page 55
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended 31 December 2017
21.
PARENT ENTITY DISCLOSURES (continued)
Contingent liabilities
As at 31 December 2017 and 2016, the Company had no contingent liabilities.
Contractual Commitments
As at 31 December 2017 and 2016, the Company had no contractual commitments.
Guarantees entered into by parent entity
As at 31 December 2017 and 2016, the Company had not entered into any guarantees.
The financial information for the parent entity, Brookside Energy Ltd, has been prepared on the same
basis as the consolidated financial statements, except as set out below.
Investments in subsidiaries, associates and joint venture entities
Investments in subsidiaries, associates and joint venture entities are accounted for at cost in the parent
entity’s financial statements.
22.
SUBSEQUENT EVENTS
Post the end of the December Quarter, the Company announced results from the three most recent
non-operated Working Interest wells. These wells are located within the Company’s Blaine County
focus area. All three wells achieved IP24’s above 2,000 BOE/day (~33% oil), with one well achieving a
Company record ~3,500 BOE/day.
The Company’s average Working Interest in these wells is ~5.7%, at the upper end of the Company
average Working Interest secured to date. All three of these well support (subject to continued
performance in- line with the Company’s type curve) EUR’s well above the Company’s 1,039 Mboe
estimate for this part of the basin.
On March 7, 2018 the Company announced that it had increased its Working Interest leasehold
acreage to approximately 2,000 acres, a 17% increase in less than two-months. The Company’s total
Anadarko Basin holdings now stand at approximately 2,100 acres (inclusive of the previously
announced RA Minerals Royalty Acreage which is currently being developed by NYSE listed
independent, Continental Resources, Inc.).
On March 16, 2018 the company also announced an increase in the Anadarko Leasing facility
provided by Oklahoma Energy Consultants (OEC) from US$3.0m to US$4.0m.
The Directors are not aware of any other matter or circumstance that has arisen since 31 December
2017 which significantly affected, or may significantly affect, the operations of the Company, the
results of those operations, or the state of affairs of the Group, in future financial years.
BROOKSIDE ENERGY LIMITED | 2017 ANNUAL REPORT
Page 56
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended 31 December 2017
23. COMMITMENTS FOR EXPENDITURE
Capital Commitments – Black Mesa Productions LLC
Within one year^
After one year but not more than five years*
More than five years
^ Equivalent of 2017: USD253,020 and 2016: USD288,000
* Equivalent of 2017: nil and 2016: USD253,020
324,385
-
-
324,385
398,010
349,668
-
747,678
BROOKSIDE ENERGY LIMITED | 2017 ANNUAL REPORT
Page 57
DIRECTORS’ DECLARATION
1. In the opinion of the directors of Brookside Energy Limited (the ‘Company’):
a. the financial statements, notes and the additional disclosures are in accordance with the
Corporations Act 2001 including:
i.
ii.
giving a true and fair view of the Group’s financial position as at 31 December
2017 and of its performance for the year then ended; and
complying with Australian Accounting Standards (including the Australian
Accounting Interpretations) and the Corporations Regulations 2001;
b. there are reasonable grounds to believe that the Company will be able to pay its debts as
and when they become due and payable; and
c. the financial statements and notes thereto are in accordance with International Financial
Reporting Standards issued by the International Accounting Standards Board.
2.
This declaration has been made after reviewing the declarations required to be made to the
directors in accordance with Section 295A of the Corporations Act 2001 for the financial year
ended 31 December 2017.
This declaration is made in accordance with a resolution of the Board of Directors and is signed for
and on behalf of the Directors by:
David Prentice
Chief Executive Officer
29 March 2018
BROOKSIDE ENERGY LIMITED | 2017 ANNUAL REPORT
Page 58
INDEPENDENT AUDITOR’S REPORT
INDEPENDENT AUDITOR’S REPORT
To the members of Brookside Energy Limited
Report on the Audit of the Financial Report
Opinion
We have audited the financial report of Brookside Energy Limited (“the Company”) and its controlled
entities (“the Group”), which comprises the consolidated statement of financial position as at 31
December 2017, the consolidated statement of profit or loss and other comprehensive income, the
consolidated statement of changes in equity and the consolidated statement of cash flows for the year
then ended, and notes to the financial statements, including a summary of significant accounting
policies, and the directors’ declaration.
In our opinion, the accompanying financial report the Group is in accordance with the Corporations Act
2001, including:
a)
giving a true and fair view of the Group’s financial position as at 31 December 2017 and of their
financial performance for the year then ended; and
b)
complying with Australian Accounting Standards and the Corporations Regulations 2001.
Basis for opinion
We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under
those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial
Report section of our report. We are independent of the Group in accordance with the auditor
independence requirements of the Corporations Act 2001 and the ethical requirements of the
Accounting Professional and Ethical Standards Board’s APES 110 Code of Ethics for Professional
Accountants (“the Code”) that are relevant to our audit of the financial report in Australia. We have
also fulfilled our other ethical responsibilities in accordance with the Code.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis
for our opinion.
Material uncertainty regarding going concern
We draw attention to Note 1.A.3 in the financial report, which indicates the existence of a material
uncertainty that may cast significant doubt on the Group’s ability to continue as a going concern. Our
opinion is not modified in respect of this matter.
HLB Mann Judd (WA Partnership) ABN 22 193 232 714
Level 4 130 Stirling Street Perth WA 6000 | PO Box 8124 Perth BC WA 6849 | Telephone +61 (08) 9227 7500 | Fax +61 (08) 9227 7533
Email: mailbox@hlbwa.com.au | Website: www.hlb.com.au
Liability limited by a scheme approved under Professional Standards Legislation
HLB Mann Judd (WA Partnership) is a member of International, a world-wide organisation of accounting firms and business advisers
BROOKSIDE ENERGY LIMITED | 2017 ANNUAL REPORT
Page 59
INDEPENDENT AUDITOR’S REPORT
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in
our audit of the financial report of the current period. These matters were addressed in the context of
our audit of the financial report as a whole, and in forming our opinion thereon, and we do not provide
a separate opinion on these matters. In addition to the matter described in the Material Uncertainty
Related to Going paragraph above, we have determined the matters described below to be the key
audit matters to be communicated in our report.
Key Audit Matter
How our audit addressed the key audit matter
Investments – R. A Minerals Royalty (Note 7)
The carrying value of the Royalty acquisition
costs amounted to $1,115,388 at year end.
The royalties’ rights were a key audit matter
due to size of the balance and the level of
estimation required in relation to future cash
flows.
Our procedures included but were not limited to:
Obtaining an understanding of the key processes
associated with management’s review of the
carrying value of the royalty stream;
Assessing whether discounted cash
flows
provided by management
the
recoverability of the asset indicated continued
recognition was appropriate;
in support of
Considering whether any impairment indicators
were in existence in accordance with AASB 136
Impairment of Assets; and
Ensuring the adequacy of disclosures made within
the financial report.
Stack Acreage Exploration and Evaluation (Note 8)
In accordance with AASB 6 Exploration for
and Evaluation of Mineral Resources, the
Group capitalises all exploration and
evaluation expenditure, including acquisition
costs, and subsequently applies the cost
model after recognition.
Our procedures included but were not limited to the
following:
We obtained an understanding of
the key
processes associated with management’s review
of the carrying values of each area of interest
We considered
the Directors’ assessment of
focussed on
the Group’s
Our audit
assessment of the carrying amount of the
capitalised exploration and evaluation asset,
as this is one of the most significant assets
of the Group. We planned our work to
address the audit risk that the capitalised
the
expenditure might no
recognition criteria of
In
addition, we considered it necessary to
assess whether facts and circumstances
existed to suggest that the carrying amount
of an exploration and evaluation asset may
exceed its recoverable amount.
longer meets
the standard.
potential indicators of impairment;
We obtained evidence that the Group has current
rights to tenure of its areas of interest;
We examined the exploration budget for the year
ending 30 June 2018 and discussed with
management
the nature of planned ongoing
activities;
We enquired with management, reviewed ASX
announcements and
reviewed minutes of
Directors’ meetings to ensure that the Group had
to discontinue exploration and
not
evaluation at any of its areas of interest; and
resolved
Ensuring the adequacy of disclosures made within
the financial report
BROOKSIDE ENERGY LIMITED | 2017 ANNUAL REPORT
Page 60
INDEPENDENT AUDITOR’S REPORT
Information other than the financial report and auditor’s report thereon
The directors are responsible for the other information. The other information comprises the
information included in the Group’s annual report for the year ended 31 December 2017, but does not
include the financial report and our auditor’s report thereon.
Our opinion on the financial report does not cover the other information and accordingly we do not
express any form of assurance conclusion thereon.
In connection with our audit of the financial report, our responsibility is to read the other information
and, in doing so, consider whether the other information is materially inconsistent with the financial
report or our knowledge obtained in the audit or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this
other information, we are required to report that fact. We have nothing to report in this regard.
Responsibilities of the directors for the financial report
The directors of the Group are responsible for the preparation of the financial report that gives a true
and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and
for such internal control as the directors determine is necessary to enable the preparation of the
financial report that gives a true and fair view and is free from material misstatement, whether due to
fraud or error.
In preparing the financial report, the directors are responsible for assessing the ability of the Group to
continue as a going concern, disclosing, as applicable, matters related to going concern and using the
going concern basis of accounting unless the directors either intend to liquidate the Group or to cease
operations, or have no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the financial report
Our objectives are to obtain reasonable assurance about whether the financial report as a whole is
free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that
includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that
an audit conducted in accordance with Australian Auditing Standards will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and are considered material
if, individually or in the aggregate, they could reasonably be expected to influence the economic
decisions of users taken on the basis of this financial report.
As part of an audit in accordance with the Australian Auditing Standards, we exercise professional
judgement and maintain professional scepticism throughout the audit. We also:
Identify and assess the risks of material misstatement of the financial report, whether due to
fraud or error, design and perform audit procedures responsive to those risks, and obtain audit
evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not
detecting a material misstatement resulting from fraud is higher than for one resulting from
error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the
override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit
procedures that are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Group’s internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of
accounting estimates and related disclosures made by the directors.
BROOKSIDE ENERGY LIMITED | 2017 ANNUAL REPORT
Page 61
INDEPENDENT AUDITOR’S REPORT
Conclude on the appropriateness of the directors’ use of the going concern basis of accounting
and, based on the audit evidence obtained, whether a material uncertainty exists related to
events or conditions that may cast significant doubt on the Group’s ability to continue as a
going concern. If we conclude that a material uncertainty exists, we are required to draw
attention in our auditor’s report to the related disclosures in the financial report or, if such
disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit
evidence obtained up to the date of our auditor’s report. However, future events or conditions
may cause the Group to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the financial report, including the
disclosures, and whether the financial report represents the underlying transactions and events
in a manner that achieves fair presentation.
We communicate with the directors regarding, among other matters, the planned scope and timing of
the audit and significant audit findings, including any significant deficiencies in internal control that we
identify during our audit.
We also provide the directors with a statement that we have complied with relevant ethical
requirements regarding independence, and to communicate with them all relationships and other
matters that may reasonably be thought to bear on our independence, and where applicable, related
safeguards.
From the matters communicated with the directors, we determine those matters that were of most
significance in the audit of the financial report of the current period and are therefore the key audit
matters. We describe these matters in our auditor’s report unless law or regulation precludes public
disclosure about the matter or when, in extremely rare circumstances, we determine that a matter
should not be communicated in our report because the adverse consequences of doing so would
reasonably be expected to outweigh the public interest benefits of such communication.
Report on the Remuneration Report
Opinion on the remuneration report
We have audited the remuneration report included in pages 11 to 15 of the directors’ report for the
year ended 31 December 2017.
In our opinion, the remuneration report of Brookside Energy Limited for the year ended 31 December
2017 complies with section 300A of the Corporations Act 2001.
Responsibilities
The directors of the Company are responsible for the preparation and presentation of the
remuneration report in accordance with section 300A of the Corporations Act 2001. Our responsibility
is to express an opinion on the remuneration report, based on our audit conducted in accordance with
Australian Auditing Standards.
HLB Mann Judd
Chartered Accountants
Perth, Western Australia
29 March 2018
N G Neill
Partner
BROOKSIDE ENERGY LIMITED | 2017 ANNUAL REPORT
Page 62
ADDITIONAL SHAREHOLDERS’ INFORMATION
A.
CORPORATE GOVERNANCE
A statement disclosing the extent to which the Company has followed the best practice
recommendations set by the ASX Corporate Governance Council during the reporting period is
detailed following the Director’s Report.
B.
SHAREHOLDING
Substantial Shareholders
The names of the substantial shareholders listed on the Company’s register as at 26 March 2018.
Name
TRUST CO AUST LTD
TWENTIETH CENTURY MOTOR COMPANY PTY LTD WALKER FAMILY S/F A/C
MOF A/C
Number of
Shares
110,000,000
55,250,000
B.1. Quoted Securities
At the date of this report there were 435,000,000 quoted options over ordinary shares in the Company
were on issue and no options were exercised during the year. The listed options are exercisable at
$0.02 per option and have an expiry date of 31 December 2018.
B.2.
Unquoted Securities
At the date of this report there were 25,000,000 unquoted options over ordinary shares in the Company
were on issue and no options were exercised during the year. The unlisted options are exercisable at
$0.03 per option and have an expiry date of 31 December 2020.
B.3. Number of holders in each class of equity securities and the voting rights attached
There are 2,208 holders of ordinary shares. Each shareholder is entitled to one vote per share held.
On a show of hands every shareholder of ordinary shares present at a meeting in person or by proxy,
is entitled to one vote, and upon a poll each share is entitled to one vote.
B.4. Distribution schedule of the number of holders in each class of equity security as at 26 March
2018.
By Class
1-1,000
1,001 - 5,000
5,001 – 10,000
10,001 - 100,000
100,001 and over
TOTALS
Holders of
Ordinary Shares
854
392
114
398
450
2,208
Number of
Ordinary Shares
297,534
1,016,139
853,793
20,059,152
767,773,382
790,000,000
%
0.04%
0.13%
0.11%
2.54%
97.19%
100.00%
BROOKSIDE ENERGY LIMITED | 2017 ANNUAL REPORT
Page 63
ADDITIONAL SHAREHOLDERS’ INFORMATION
B.5. Marketable Parcel
There are 1,463 shareholders with less than a marketable parcel.
B.6.
Restricted Securities
The Company has no restricted securities at the current date.
B.7.
Twenty largest holders of each class of quoted equity security
Fully paid ordinary shares
The names of the twenty largest holders of fully paid ordinary shares, the number of securities each
holds and the percentage of share capital each holds (as at 26 March 2018) is as follows:
No. of
Shares
%
110,000,000
13.92%
55,250,000
34,750,000
30,000,000
25,000,000
20,000,000
15,000,000
15,000,000
14,000,000
13,500,000
13,088,015
6.99%
4.40%
3.80%
3.16%
2.53%
1.90%
1.90%
1.77%
1.71%
1.66%
1.52%
1.27%
1.27%
1.27%
1.16%
1.14%
1.05%
1.05%
1.02%
Name
THE TRUST COMPANY (AUSTRALIA) MOF A/C
THE TWENTIETH CENTURY MOTOR WALKER FAMILY S/F A/C
GREAT SOUTHERN FLOUR MILLS
STATION NOMINEES PTY LTD
STATION SUPER FUND A/C
MR M J WILD
ASPIRE WEST PTY LTD
JKR SUPER PTY LTD
JPR SUPER FUND A/C
MR R S & MRS J DONGRAY
SUPER FUND A/C
MR K C & MRS K FAULKNER
FAULKNER FAMILY SF A/C
PANDORA PERTH PTY LTD
M S SUPER PTY LTD
MR P S DONGRAY
THE DONGRAY FAMILY NO 2 A/C
12,000,000
JA RODGERS SUPERANNUATION
JOHN RODGERS SUPER FUND A/C
10,000,000
SABRELINE PTY LTD
JPR INVESTMENT A/C
RAVENHILL INVESTMENTS PTY LTD
HOUSE OF EQUITY A/C
MR I A & MRS H LEETE
THE LEETE FAMILY S/F A/C
WIMALEX PTY LTD
TRIO S/F A/C
JBS INVESTMENT PARTNERS LP
10,000,000
10,000,000
9,166,667
9,000,000
8,333,333
AET ACF JBS INVESTMENTS
INTERNATIONAL ADVANTAGE FUND
8,333,333
WARCZAK ENTERPRISES PTY LTD
WARCZAK SUPER FUND A/C
8,019,202
TOTAL
430,440,550
54.49%
BROOKSIDE ENERGY LIMITED | 2017 ANNUAL REPORT
Page 64
ADDITIONAL SHAREHOLDERS’ INFORMATION
Options
The names of the twenty largest option holders, the number of options each holds and the percentage
of option capital each holds (as at 26 March 2018) is as follows:
Name
No. of
Options
MR D & MRS M R PRENTICE
D&M PRENTICE SUPERFUND A/C
40,000,000
THE TRUST COMPANY (AUSTRALIA) MOF A/C
MR M J FRY
MERCHANT FUNDS MANAGEMENT
MR G J & MRS T M RALSTON
THE RALSTON S/F A/C
RAVENHILL INVESTMENTS PTY LTD
HOUSE OF EQUITY A/C
SUPER MSJ PTY LTD
MSJ SUPER FUND A/C
FIRST INVESTMENT PARTNERS PTY
TIEN CHAI A/C
WATEROX PTY LTD
MR S A MALONE
MR A W R PARKER
MS L LIU
MY H & B PTY LTD
MR I A & MRS H LEETE
THE LEETE FAMILY S/F A/C
BNP PARIBAS NOMINEES PTY LTD
IB AU NOMS RETAILCLIENT DRP
ETHAN ALLEN INVESTMENTS PTY
ETHAN ALLEN INVEST UNIT A/C
MR K C & MRS K FAULKNER
FAULKNER FAMILY SF A/C
SABRELINE PTY LTD
JKR SUPER PTY LTD
JPR INVESTMENT A/C
JPR SUPER FUND A/C
SACCO DEVELOPMENTS
THE SACCO FAMILY A/C
28,833,333
25,000,000
25,000,000
24,000,000
20,000,000
15,000,000
10,000,000
10,000,000
10,000,000
8,000,000
7,628,327
7,500,000
7,083,333
7,080,001
7,000,000
6,000,000
5,000,000
5,000,000
4,979,167
%
9.20%
6.63%
5.75%
5.75%
5.52%
4.60%
3.45%
2.30%
2.30%
2.30%
1.84%
1.75%
1.72%
1.63%
1.63%
1.61%
1.38%
1.15%
1.15%
1.14%
TOTAL
273,104,161
62.78%
BROOKSIDE ENERGY LIMITED | 2017 ANNUAL REPORT
Page 65