Central Petroleum
Annual Report 2016

Plain-text annual report

2016 Annual Report Central Petroleum Limited Developing the Northern Territory Serving Australia’s Gas Needs Central Petroleum Limited | ABN 72 083 254 308 TABLE OF CONTENTS Corporate Directory ........................................................................................................................... 1 Chairman’s Letter ............................................................................................................................... 2 Managing Director’s Letter ................................................................................................................ 3 Directors’ Report................................................................................................................................ 4 Auditor’s Independence Declaration ............................................................................................... 32 Corporate Governance Statement ................................................................................................... 33 Financial Report Consolidated Statement of Profit or Loss and Other Comprehensive Income ...................... 35 Consolidated Statement of Financial Position ....................................................................... 36 Consolidated Statement of Changes In Equity ....................................................................... 37 Consolidated Statement of Cash Flow ................................................................................... 38 Notes to the Consolidated Financial Statements ................................................................... 39 Directors’ Declaration ...................................................................................................................... 81 Independent Auditor’s Report ......................................................................................................... 82 ASX Additional Information ............................................................................................................. 84 Interests in Petroleum Permits and Pipeline Licences ..................................................................... 86 2016 ANNUAL REPORT CENTRAL PETROLEUM LIMITED CORPORATE DIRECTORY DIRECTORS Robert Hubbard FCA, Non-executive Chairman Richard I Cottee BA, LLB (Hons), Managing Director and Chief Executive Officer Wrixon F Gasteen BE (Hons), MBA (Dist), Non-executive Director Peter S Moore BSc (Hons1), MBA, PhD, Non-executive Director GROUP GENERAL COUNSEL AND JOINT COMPANY SECRETARY Daniel C M White LLB, BCom, LLM JOINT COMPANY SECRETARY Joseph P Morfea FAIM, GAICD REGISTERED OFFICE Level 7, 369 Ann Street, Brisbane, Queensland 4000 +61 7 3181 3800 Telephone: Facsimile: +61 7 3181 3855 www.centralpetroleum.com.au AUDITORS PricewaterhouseCoopers 480 Queen Street, Brisbane, Queensland 4000 BANKERS ANZ Banking Group 111 Eagle Street, Brisbane, Queensland 4000 SHARE REGISTER Computershare Investor Services Pty Limited 117 Victoria Street, West End, Queensland 4101 +61 7 3237 2110 Telephone: Facsimile: +61 3 9473 2085 www.computershare.com.au STOCK EXCHANGE LISTING Central Petroleum Limited shares are listed on the Australian Securities Exchange under the code CTP. 1 CENTRAL PETROLEUM LIMITED 2016 ANNUAL REPORT CHAIRMAN’S LETTER A MESSAGE FROM ROBERT HUBBARD Dear Fellow Shareholders This year’s Annual Report highlights the continued progression of Central Petroleum Limited (“Central” or “Company”) from developer to operator to being positioned to take advantage of the tightening east coast gas market and the further economic development of the Northern Territory. In addition, it is pleasing to note the positive underlying EBITDAX achieved this financial year, the first time in the company’s history. Central identified the oncoming challenges of the east coast gas market when, three years ago, Richard and his team pivoted our strategy from oil exploration to a gas focused business. However, even we have been surprised by the economic consequences and escalating prices being experienced on the east coast this winter. The future of many significant industrial enterprises and their employees depend on swift resolution to this dilemma. However, despite the announcement of the Northern Gas Pipeline (“NGP”), challenges remain to be overcome before Central can participate in the east coast gas market, not least of which is a regime which produces transportation costs that reward pipeline owners with greater returns than enterprises that bear the far greater risk of either exploring for and developing gas reserves or for our future customers manufacturing products to compete in global markets. The speed with which the Federal and State Governments have responded to the ACCC report which highlighted this economic imbalance is testimony to the magnitude of the issue. During the year we consummated the transfer of Mereenie operations to Central management and brought our Dingo field into operation. The faith that our valued Mereenie Joint Venture Partner, Santos, placed in our Company when transferring operational management to Central has been rewarded. In our first year of operations Mereenie has maintained an excellent environmental and safety record, increased its local and indigenous employment and lowered its operating costs significantly. Dingo is now a valued supplier to Power and Water Corporation (“PWC”) capable of increasing supply as PWC expand its activities. Central has and will continue to take an active part in debating the issues key to the economic and social development of the Northern Territory. We appreciate that our licence to operate comes from the communities of which we are part. In return, we must take actions that support our words and clearly demonstrate that our businesses are good for the community, the economy and the environment. Over 50% of our employees now live locally in the Northern Territory, more than 25% from indigenous heritage. Central generates royalties and has a Northern Territory first procurement approach; we are and want to be a growing part of the Northern Territory economy. Finally, our operations are well established with decades of sound environmental performance. We appreciate the right of our communities to demand the highest levels of environmental management, often through their elected representatives, and Central willingly participates in this debate. However, for the long term benefit of the Northern Territory the debate and policy must be evidence not opinion based. Central's achievements are a team effort and I would like to thank my colleagues on the Board, Richard Cottee and his accomplished senior executives and rest of the team at Central. In particular, we all appreciated the guidance and knowledge that Tom Wilson provided in his time on the board. Tom’s knowledge of the Amadeus Basin has been invaluable as we continued to grow our operations. Finally, my last thank you is to you, our shareholders for your ongoing support and encouragement. Your Board appreciates that it has been a difficult year for the Central share price, however, we believe our strategy remains true and tenacity will be rewarded. In the meantime we continue to reduce costs wherever possible and improve our efficiency and effectiveness so we can pursue opportunities as they arise. Best wishes Robert Hubbard Chairman Brisbane 21 September 2016 2016 ANNUAL REPORT CENTRAL PETROLEUM LIMITED 2 MANAGING DIRECTOR’S LETTER Dear Fellow Shareholders Last year may mark a huge turning point in the fortunes of your Company. During the year Central: assumed operatorship of the Mereenie oil and gas field and settled on the final payment for Mereenie in June 2016 completed the free-carry work at Mereenie, resulting in a 1P reserves increase of 88 PJ (240%) and a 2P reserves increase of 27 PJ (22%) (gross joint venture basis) physically delivered first gas from the Dingo field to the Owen Springs Power Station saw the Northern Gas Pipeline (“NGP”) announced with the steel pipe ordered in April 2016 increased local employment to over 50% of our NT operation’s workforce saw the ACCC Inquiry validate the foundations of our strategic shift commenced over three years ago to concentrate on domestic gas production. The ACCC, in its report, stated that there was an urgent need for “new gas supplies and new gas suppliers” maintain our safety record below industry averages. • • • • • • • The NGP was awarded without requiring the Central-operated gas fields to contractually commit to transporting its gas through the NGP. Despite this, the NGP has been sized to allow the transportation of our known gas reserves through it without compression. The ACCC Inquiry into the East Coast Gas Market, published in April this year, made two important recommendations, which, if implemented, would materially enhance your Company’s ability to supply the east coast gas market with new supplies, making Central a new supplier to that market. The first of these recommendations was to change the regulation coverage test from covering only vertically integrated pipeline owners to major pipelines generally. The second was that the present “regulatory regime is not fit for purpose for the gas pipeline sector”. The result of it not being fit for purpose was widespread evidence of “monopolistic” pricing. The ACCC has stated in their report that one pipeline operator “indicated that it is earning 70% more revenue than it would if it was subject to full regulation”. The joint communique from the Council of Australian Governments (“COAG”) stated that the “Ministers are concerned that, based on the ACCC findings, the current test does not appear to be working, and a new test may be needed to put downward pressure on transport prices”. Further, in the media release of the Hon. Josh Frydenberg MP, the Federal Minister for the Environment and Energy stated, “To fast track implementation of the recommendations from these reports, Council will form a new Gas Market Reform Group headed by Dr Michael Vertigan. These are the most significant reforms to the domestic gas market in two decades”. Central is hoping that these reforms are known well before the commissioning of the NGP, thus enabling it to economically increase further supplies into the east coast gas market and have the signal necessary to invest “risk” capital into increasing our reserves. The Northern Territory Government recently announced a fraccing moratorium on unconventional shale-gas exploration pending the outcome of a fraccing inquiry. As our fields are conventional fields, two of them in production since the 1980’s, this moratorium will not affect our ability to supply the gas necessary to generate 40% of Alice Springs’ electricity, nor the ability to continue our local and indigenous employment initiative, nor prevent filling the NGP by the time of its commissioning. I thank shareholders, our Company employees (including senior management) and the Board for their continued support as we chart a course through very interesting times to the promised wealth and job creating future that beckons. Richard Cottee Managing Director Brisbane 21 September 2016 3 CENTRAL PETROLEUM LIMITED 2016 ANNUAL REPORT DIRECTORS’ REPORT FOR THE YEAR ENDED 30 JUNE 2016 Your directors present their report on the consolidated entity, consisting of Central Petroleum Limited (“the Company”, “Central” or “CTP”) and the entities it controlled (collectively “the Group” or “the Consolidated Entity”) at the end of, or during, the year ended 30 June 2016. DIRECTORS The names of the Directors of the Company in office during the financial year and until the date of this report are set out below. Directors were in office for this entire period unless otherwise stated. Robert Hubbard Richard I Cottee Wrixon F Gasteen Peter S Moore J Thomas Wilson (resigned 15 July 2016) Andrew P Whittle (resigned 2 November 2015) PRINCIPAL ACTIVITIES The principal activities of the Consolidated Entity constituting Central Petroleum Limited and the entities it controls consists of development, production, processing and marketing of hydrocarbons and associated exploration. DIVIDENDS No dividends were paid or declared during the financial year (2015: $Nil). No recommendation for payment of dividends has been made. OPERATING AND FINANCIAL REVIEW Operating Highlights The Company’s focus and achievements for the year were as follows: • An annual HSE performance of 1.07 Total Recordable Incidents per Million Man Hours and a Lost Time Incident rate of zero. Significantly below the industry standard. • • • • • Completion of the 50% acquisition of the Mereenie oil and gas field and operatorship assumed effective 1 September 2015, which, together with the Palm Valley and Dingo fields, brings to three the total producing fields in the Amadeus Basin providing security of supply and operational flexibility. Dingo gas field commenced deliveries of gas into the Owens Springs Power Station. Development of the NGP (Northern Gas Pipeline, formerly known as NEGI, the North East Gas Interconnector) progressed with the Northern Territory Government’s announcement that Jemena Northern Gas Pipeline Pty Ltd had been selected to construct and operate the pipeline. Capital Raising to support NGP reserves certification embarked upon with a Share Placement raising $10.5 million gross in November 2015 and a Share Purchase Plan raising an additional $1.7 million gross in December 2015. ACCC report “Inquiry into the East Coast Gas Market” corroborates the Company’s gas strategy. • Mereenie Field Development program was optimised to maximise reserve upgrades and reduce costs. The savings realised through these efficiency gains will be used to further develop the Company’s knowledge of the Stairway and P4 formations. The Reserve Upgrade Program comprises three stages: o Stage 1 – Consisted of reviewing all existing data from Mereenie including nearly 60 wells already drilled and selected wire- line pressure and flow testing at Mereenie and the building and history matching of a static and dynamic model of the gas reservoir at Mereenie. This was completed at a cost of $4 million. o Stage 2 – Subject to joint venture approval consists of refining and optimising of Stage 1, including possible production testing. This should increase further the reserves available for contracting. In addition, production results at Dingo will be incorporated. o Stage 3 – Subject to joint venture approval will consist of appraisal drilling and production testing on the Stairway Formation generally with a target of doubling the Stage 2 reserves at Mereenie. Successful completion of the Stage 3 reserves plus reserve upgrades at Palm Valley and Dingo would result in future sales to Central (including deliveries under existing contracts) of around 250 PJ. 2016 ANNUAL REPORT CENTRAL PETROLEUM LIMITED 4 DIRECTORS’ REPORT FOR THE YEAR ENDED 30 JUNE 2016 • • • • • • • • • Stage 1 of Reserve Upgrade Programme completed and results certified by Netherland, Sewell and Associates Inc. resulting in 240% increase in Mereenie’s Proved reserves to 62 PJ and a 22% increase in Proved and Probable reserves to 75 PJ (Central equity accounted). In addition, a 50% increase in 2C resources. The recommendations outlined in the ACCC Inquiry into the East Coast Gas Market were taken to the Council of Australian Governments (“COAG”) by the Federal Minister for Environment and Energy on 19 August 2016 following the electricity crisis in South Australia and Tasmania. A Gas Sales and Prepayment Agreement was signed with Macquarie Bank Limited (“MBL”) for 5.2 PJs of prepaid gas supplied over three years with up to 3.5 PJs of additional gas sales possible over two subsequent years. Immediate payment under this agreement for the 5.2 PJs was received by Central. Under a Sale and Purchase Deed with MBL, dated 26 May 2016, Central removed its exposure to the bonus as described in paragraph Note 31(a)(iii). 50% of the bonus is payable by MBL to Central Petroleum Limited. This effectively offsets the Consolidated Entity’s obligations to indemnify Santos for the 50% of any Bonus payable. The final $10 million acquisition payment was made to Santos for Central’s 50% interest in the Mereenie oil and gas field. Central reached a majority of field personnel being locally employed in the second half of the year delivering on its policies: o Family values for working families o Northern Territory for Northern Territorians o Traditional values for Traditional Owners o Supporting local businesses o Payment of royalties to the Northern Territory Government. Annual statutory plant inspections at Mereenie and Dingo were carried out with Palm Valley providing gas to customers while plants were shut-down. Testing of the Stairway Sandstone at Mereenie from the previously drilled West Mereenie-15 continues free flowing gas at an average 1.1 million cubic feet per day (approximately 1.1 TJs/day) with a low nitrogen content of 2.6%. Underlying EBITDAX positive for the first time in the Company’s history, despite low oil prices and only 10-months contribution from Mereenie. Operating Result The Consolidated Entity had an operating loss after income tax for the year ended 30 June 2016 of $21.04 million (2015: loss of $27.73 million). On an underlying EBITDAX1 basis, the Consolidated Entity achieved a full year net income of $2.86 million (2015: loss of $8.84 million). In addition, non-cash share based payment expense included in the above results amounted to $2.24 million (2015: $2.25 million). 1 EBITAX is earnings before interest, taxation, depreciation, amortisation, impairment and exploration expense. Granted Petroleum Production and Retention Licences in which the Company has an interest. 5 CENTRAL PETROLEUM LIMITED 2016 ANNUAL REPORT DIRECTORS’ REPORT FOR THE YEAR ENDED 30 JUNE 2016 Key results for the reporting period were: • • • • Sales Volumes of 98,635 barrels of crude oil (2015: 53,925 barrels) and 3,230 TJ of gas (2015: 1,194 TJ). The increase reflects the acquisition of a 50% interest in the Mereenie oil and gas field from 1 September 2015 and the commencement of production from the Dingo gas field in late 2015. Sales Revenue of $22.64 million, up 120% on the previous financial year, reflecting increased production as a result of the Mereenie asset acquisition in September 2015 and the commencement of production from the Dingo gas field. An average oil price of A$58 was realised during the year, down from A$93 in the prior corresponding period. Realised gas prices were also higher than the prior year as a result of the Mereenie acquisition and Dingo production. Underlying loss1 of $17.87 million, down from an underlying loss of $22.96 million in the prior year. The statutory loss after tax was $21.04 million, down from a statutory loss of $27.73 million in the previous financial year. Exploration expenditure of $4.03 million, down from $7.66 million in the previous financial year, reflecting lower drilling activities in the southern Georgina Basin. 1 Underlying loss after tax can be reconciled to statutory loss after tax as follows: Statutory loss after tax Add/(less): One-off operating expenses (bonus restructuring) R&D refunds Impairment of exploration assets Impairment of oil producing properties Impairment of real property 2016 $ million 2015 $ million (21.04) (27.73) 1.73 — 1.40 0.04 — — (7.32) 6.57 5.42 0.10 Underlying loss after tax (17.87) (22.96) Financial Review The Company continued its transformation from an exploration company to an exploration and production company during the year ended 30 June 2016. Underlying loss improved by 22% on the previous financial year, reflecting a 10-month contribution from the Mereenie assets to the full year result. Key Metrics Net Sales Volumes Oil (barrels) Natural Gas (TJ) Average realised oil price (A$ per barrel) Sales revenue ($ million) Underlying Loss ($ million) Statutory loss (after tax) Cash ($ million) * A positive percentage reflects an improvement over the previous year. 2016 2015 Percentage Change* 98,635 3,230 58.15 22.64 (17.87) (21.04) 15.11 53,925 1,194 92.93 10.31 (22.96) (27.73) 3.52 83% 171% (37%) 120% 22% 24% 329% 2016 ANNUAL REPORT CENTRAL PETROLEUM LIMITED 6 DIRECTORS’ REPORT FOR THE YEAR ENDED 30 JUNE 2016 CTP's Sales Growth l t n e a v i u q E ] y a ] D / J T [ l s e a S y l i a D 14 12 10 8 6 4 2 - Jun-13 Jun-14 Jun-15 Jun-16 Surprise Palm Valley Dingo Mereenie 1 Mereenie oil converted at 5.816 GJ/BOE 2 Central had no ongoing production prior to April 2014 EBITDAX Underlying earnings before interest, tax, depreciation, amortisation, impairment and exploration expense (EBITDAX1) increased to $2.86 million, compared to a loss of $8.84 million in the prior year. The result reflects the positive (10-month) contribution of the Mereenie assets to the full year result, partly offset by lower crude oil prices. A reconciliation of underlying EBITDAX is shown below. 2016 $ MILLION 2015 $ MILLION Underlying loss after tax (17.87) (22.96) Add/(less): Net interest Income tax Depreciation and amortisation Underlying EBITDA Exploration expense Underlying EBITDAX1 8.30 — 8.40 (1.17) 4.03 2.86 3.75 — 2.71 (16.50) 7.66 (8.84) 1 Earnings before Interest, Taxation, Depreciation and Amortisation, Impairment and Exploration expense. The resulting underlying EBITDAX of $2.86 million reflects a period of substantial transition in Central’s operations. Gas sales from Dingo did not achieve full contracted volumes until December 2015. In addition, Dingo Take-or-Pay revenue of $2.8 million that was generated to 31 December 2015 was not recognised as revenue during the reporting period. This Take-or-Pay revenue was received in January 2016 and will be accounted for as revenue in future periods in accordance with the Group’s revenue recognition policy (refer Note 1(e)(i)). 7 CENTRAL PETROLEUM LIMITED 2016 ANNUAL REPORT DIRECTORS’ REPORT FOR THE YEAR ENDED 30 JUNE 2016 Sales Volumes Sales volumes for both oil and gas increased substantially from 2015, reflecting the Mereenie acquisition effective 1 September 2015. Surprise oil field: The low oil prices and the remoteness of the Company’s Surprise oil field led to the decision to temporarily shut-in oil production from this field in August 2015 to allow the Company to assess the re-charge potential of the field. Should oil prices recover significantly in $A terms, production can recommence after assessing the pressure build-up. Palm Valley gas field: In order to maintain operational efficiency and capacity across all assets the Palm Valley field was placed on 24-hour standby during the year, with contracts being delivered from the Mereenie and Dingo fields. Dingo gas field: The PWC GSA (Power and Water Corporation Gas Sales Agreement) commenced on 1 April 2015, but was constrained awaiting the customer’s physical tie-in to the Dingo delivery point. For the 3-month period following commencement of the GSA on 1 April 2015, a total of 150 TJ was sold from the Palm Valley gas field. In accordance with the PWC GSA, revenue associated with Take-or-Pay during the 2015 calendar year was received in January 2016 but is yet to be recognised as income in accordance with the Group’s revenue recognition accounting policy (refer Note 1(e)(i)). Commodity Prices In line with the decline in world crude oil prices, and partly offset by a lower Australian dollar, the average realised price per barrel of oil declined 37% on the previous financial year. In financial terms, this represented a reduction in revenue of approximately $3.4 million based on 2016 oil sales. Gas prices generally reflect long-term fixed gas pricing structures with CPI related escalation, and are therefore not impacted by recent weakness in global energy markets. Other Income In fiscal year 2015, Research and Development refunds totalling $7.32 million were recognised as income, arising largely from exploration activities in the Southern Georgina and Southern Amadeus basins. The 2015 income amount included refunds in respect of the financial year ended 30 June 2014 of $3.25 million and $4.07 million in respect of the financial year ended 30 June 2015, which was recognised as a receivable at 30 June 2015 and was received in September 2015. No Research and Development refunds are recognised in income in the Profit and Loss for the year ended 30 June 2016. General and Administrative Expenses General and administrative expenses net of recoveries decreased from $1.94 million in fiscal year 2015 to $0.5 million in fiscal year 2016. The decrease was a result of cost savings implemented in response to the lower oil prices and increased recoveries from both sole and joint venture operations generated by increased activity and Operatorship of the Mereenie assets effective from 1 September 2015. Employee Benefits and Associated Costs Employee costs, net of recoveries to Operational and Exploration activities, decreased to $4.48 million from $5.02 million in the previous financial year. The decrease reflects increased recoveries and productivity arising from the Mereenie acquisition. Cash At 30 June 2016, consolidated cash and cash equivalents available totalled $15,115,699 (2015: $3,516,139), including $676,283 (30 June 2015: $12,330) held in joint venture bank accounts. Gearing The consolidated debt ratio at 30 June 2016 was 0.56 (2015: 0.55). Debt ratio is defined as Total Debt / Total Assets. The Consolidated Entity’s debt funding is supported by long-term gas sales contracts. Capital Expenditure Capital expenditure, excluding the Mereenie asset acquisition, was $2.86 million, down from $20.85 million in 2015. The 2016 capital expenditure related largely to ongoing stay in business expenditure. The 2015 capital expenditure related largely to construction of the Dingo facilities and pipeline. 2016 ANNUAL REPORT CENTRAL PETROLEUM LIMITED 8 DIRECTORS’ REPORT FOR THE YEAR ENDED 30 JUNE 2016 Comparative Data The following table and discussion is a one year (and five year) comparative analysis of the Consolidated Entities’ key financial information. The Statement of Financial Position information is as at 30 June each year and all other data is for the years then ended. 2016 $ MILLION 2015 $ MILLION 2014 $ MILLION 2013 $ MILLION 2012 $ MILLION Financial Data Operating revenue Exploration expenditure Loss after income tax Equity issued during year Property, plant and equipment Borrowings Net Assets (Total Equity) Net Working Capital Operating Data Gas Sales (GJ) Oil Sales (barrels) 23.86 4.03 21.04 11.52 113.78 (85.70) 16.52 5.33 10.31 7.66 27.73 5.56 58.58 (47.46) 23.15 (4.41) 3,230,473 98,635 1,194,153 53,925 No. of employees at 30 June 83 58 3.72 4.66 10.86 24.97 46.27 (23.76) 43.07 2.78 267,328 17,489 51 — 6.98 9.28 7.56 1.28 — 24.65 4.93 — — 26 — 18.72 26.36 23.60 1.78 — 24.20 10.64 — — 17 Risks Central was admitted to the ASX in 2006 and since that time has been exploring for and more recently producing oil and gas from onshore central Australia. By its nature, exploration is an extremely high risk business. Most exploration activity, in particular seismic and drilling, is conducted in joint venture, thus enabling the joint venture participants to spread that risk, and reward. The risks include, but are not limited to, land access risk, geological risk, drilling operations risk, safety and environment. In addition, as with most businesses, there is also market risk, product pricing risks and foreign exchange risk. Exploration is typically funded with risk capital. Debt capital is normally only available for development activities such as facility and pipeline construction. Central’s activities are subject to extensive government regulation in areas such as exploration rights, drilling practices, environmental performance and workplace health and safety. Central regularly monitors changes in government regulation. Over the past year, Central has substantially increased operating activities, notably in the production and sale of oil and gas. Central’s operations have a significantly different risk profile compared to exploration. Central’s key operating risks include changes in operating costs, changes in capital maintenance and replacement costs, plant availability and sub-surface extraction. In addition, Central is exposed to changes in $A commodity prices with respect to crude oil sales which are benchmarked against $US international markets. The majority of Central’s revenues, however, are generated by gas sales which effectively mitigates $A commodity price risk through the use of long- term, $A fixed price gas sales agreements with credit worthy customers. Access to the east coast gas market, in part, depends upon negotiating reasonable tariffs with the various monopoly pipeline owners. The approach to determining tariffs is currently subject to extensive review by Federal Government agencies. The outcome of these reviews will be material to Central’s capacity to access the east coast gas market on reasonable terms. 9 CENTRAL PETROLEUM LIMITED 2016 ANNUAL REPORT DIRECTORS’ REPORT FOR THE YEAR ENDED 30 JUNE 2016 Business Strategy Over the past three years, Central has developed and successfully pursued a strategy to take advantage of a tightening domestic gas market to gain critical mass in conventional gas production and uncontracted gas reserves. This strategy first crystalised through the acquisition of the Palm Valley and Dingo gas fields from Magellan in April 2014, marking Central’s entry into commercial gas production culminating in the acquisition of a 50% interest in the Mereenie oil and gas field. Central’s business strategy was bolstered significantly on 1 September 2015 when Central completed the acquisition of 50% of Mereenie from Santos and became Operator for the Joint Venture. The implementation of this business strategy has made Central a substantive onshore domestic gas producer, with approximately 11 TJ/d contracted sales equity accounted and growing uncontracted conventional gas reserves from proven fields and has between 175 PJ and 300 PJ of uncontracted reserves (gross field basis) available in 2018 for the domestic gas shortfall, which should begin to bite in that year. With Mereenie, Palm Valley and Dingo fields under our common Operatorship, Central is now in a unique position to participate (and actively support) the Northern Gas Pipeline (“NGP”) which will connect the Northern Territory to the eastern seaboard in 2018. This project is driven by clear fundamentals of a domestic gas shortfall on the east coast and underexplored onshore gas potential in the Northern Territory. In linking supply and demand, Central’s sound business strategy of acquiring gas assets and uncontracted reserves in advance of the NGP pipeline has positioned it to be a direct and substantive beneficiary. Whilst the implementation of Central’s Business Strategy has been relatively swift, the aggressive and sustained downturn in oil prices has served to justify our transition into gas starting three years ago. The acquisition of Palm Valley, Dingo and, more recently, Mereenie have all been based on existing gas contracts which are structured as long-term fixed price, CPI escalated. This provides a solid revenue stream going forward to cover Central’s operating activities and debt financing arrangements secured on long term gas contracts that are not affected by oil price or currency movements and, therefore, largely unaffected by turmoil in international oil or LNG markets. Creating new markets for our gas should materially re-rate our significant under-explored permits throughout the Amadeus, Southern Georgina, Pedirka and Wiso basins in Central Australia. Going forward, our portfolio now allows Central to generate critical free cash flow after debt service which can be applied towards high growth and value adding activities, notably initially targeting growing high value conventional gas reserves throughout our various exploration permits. Granted Petroleum Permits, Licences and Application Interests 2016 ANNUAL REPORT CENTRAL PETROLEUM LIMITED 10 DIRECTORS’ REPORT FOR THE YEAR ENDED 30 JUNE 2016 Operations and Activities Palm Valley Gas Field (OL3) Northern Territory (CTP — 100% Interest) Background As a result of the acquisition of the Palm Valley gas field, effective 1 April 2014, the company commenced receiving revenue from gas sales. This shifted Central from an explorer to a multi-field producer in both oil and gas markets. Performance Gas production for the period 1 July 2015 to 30 June 2016 was 834,366.248 GJ. Palm Valley provided gas to support Dingo and Mereenie gas contracts during annual statutory shut-down, which was a total of 45.54 TJ. A review of the field performance was conducted, leading to an upgrade in outlook for gas production. Internationally recognised petroleum consultants Netherland, Sewell & Associates, Inc. (“NSAI”) estimated petroleum reserves and contingent resources as announced to the ASX on 21 July 2015. Two exploration targets within the licence area have benefited from a review of existing, and acquisition of, additional geological and geophysical data. The Palm Valley Deep prospect has been firmed up with a drilling location selected. The objective is a test of the deeper Arumbera Sandstone, which is an established gas bearing reservoir in the Dingo gas field some 100 km eastwards. The target has a similar area to the producing gas pool in the Pacoota Sandstone. The Palm Valley West lead has been updated with additional data collected from surface mapping. The initial results are positive, and the Company intends to conduct additional surface mapping to define the areal closure. The Yeti lead has been defined by three 1965/66 seismic lines. The objective is to test the Stairway and Pacoota sandstones, which are established gas bearing reservoirs at the Palm Valley field to the west. The target has a similar areal closure to the Dingo gas field. Additional seismic surveying is required to confirm fold geometry and areal closure. Dingo Gas Field (L7) and Dingo Pipeline (PL30) Northern Territory (CTP — 100% Interest) Background The Ron Goodin Power Station in Alice Springs is slated for a 2017 shut-down to correspond to an increase in generating capacity at the Owen Springs Power Station. The Owen Springs plant is currently undergoing upgrades and should commence commissioning around year end. Once commissioning and power production ramp up at Owen Springs occurs, it is expected that Dingo field will operate at the 4.38 TJ/Day DCQ rate. The Northern Territory Government granted the Dingo Petroleum Production Licence (L7) to Central on 7 July 2014. The production licence was converted from the retention licence (RL2). The Dingo Pipeline Licence (PL30) was awarded by the Northern Territory Department of Mines and Energy on 19 July 2014. The Dingo Gas Field Development was funded under a $30 million tranche of the loan facility agreement with Macquarie Bank and comprised construction of wellhead facilities, gathering pipelines, gas conditioning facilities, a 50 km gas pipeline to Brewer Estate in Alice Springs, and custody transfer metering facilities designed to service a gas sale contract with Power and Water Corporation of the Northern Territory providing gas to Owen Springs Power Station. Performance Construction of the pipeline was completed using innovative construction practices to add efficiency and reduce environmental footprint. Landowners, Traditional Owners and Environmentalists have reacted favorably to the project. The strategic pipeline was a major milestone and signified the start of the Company being a significant player in the Northern Territory gas market. Central looks forward to playing an important role in inter-connecting Central Australia to the eastern seaboard gas network via the Northern Gas Pipeline (“NGP”). 11 CENTRAL PETROLEUM LIMITED 2016 ANNUAL REPORT DIRECTORS’ REPORT FOR THE YEAR ENDED 30 JUNE 2016 Dingo Gas processing plant during final commissioning early 2015 Central conducted a review of geological and engineering data, leading to a belief in upside potential of the field. Internationally recognised petroleum consultants Netherland, Sewell & Associates, Inc. (“NSAI”) estimated petroleum reserves and supported an increase in contingent resources as announced to the ASX on 21 July 2015. Production volume since that report is 19,364 ksm3 (from 15 December 2015). Several structural leads were identified in the area immediately surrounding Dingo gas field, within EP 82. These could provide interesting incremental opportunities to Central’s 100% Dingo infrastructure. Further seismic is required to progress the targets to drillable status. Mereenie Oil and Gas Field (OL4 and OL5) Northern Territory (CTP — 50% Interest, Santos — 50% Interest) On 4 June 2015, Central announced its acquisition of a 50% interest in the Mereenie oil and gas field from Santos. Background The Mereenie oil and gas field was discovered in 1963 by the exploration well, Mereenie-1, which was drilled on the crest of a large surface expressed anticline, with subsurface field area up to ~25,000 acres, or 100 km2. Hydrocarbon-saturated reservoirs of variable quality exist within the Stairway and Pacoota formations below the regional Stokes Siltstone seal. In most gas bearing reservoirs there is a gas saturated oil rim. The gross hydrocarbon column in the field is approximately 760 metres. Gas production and export via pipeline to Darwin commenced in 1984, with flow rates increasing to a peak of ~53 TJ/d in 2005 before declining for contractual reasons. During the seven years from 1990 a further 20 “oil” wells were drilled, adding to gas production capacity, followed by six dedicated gas wells during 1999–2004, and four oil wells since 2007. Following expiry of the long-term gas contract in 2009, the operator undertook studies and then acted in 2010 with the expansion of gas re-injection to enhance oil recovery. As of 2014, the field was producing up to 1,000 bopd (oil, condensate) from 23 wells, selling ~5 TJ/d gas (1.8 PJ pa) and reinjecting the balance into the oil reservoirs. Gross production of 30 years to date is approximately 17 MMbbl oil, 258 PJ sales gas, and 1 MMbbl condensate. With historical gas production of over 50 TJ/d, Mereenie can become a primary supplier of gas to the Eastern Seaboard via NGP. Performance Central continues to optimise the Mereenie operations receiving commendation from the Northern Territory Department of Mines and Energy (“NT DME”). “Central Petroleum is to be congratulated on its achievement of a safe and efficient transition to operator of the combined fields and their efforts to increase Indigenous and local employment”. 2016 ANNUAL REPORT CENTRAL PETROLEUM LIMITED 12 DIRECTORS’ REPORT FOR THE YEAR ENDED 30 JUNE 2016 Key activities in the assumption of operatorship included: Increasing local employment to 54% Increasing Traditional Owner employment to 26% Successfully completing the Annual Statutory shut-down to inspect vessels and test safety systems Reserve upgrades at Mereenie (as reported to the ASX) Stairway test at West Mereenie-15 demonstrated scope for reserve growth $1.5 million increase in local economic activity. • • • • • • Eastern Satellite Station, Mereenie Field, Northern Territory ATP909, ATP911 and ATP912 Southern Georgina Basin, Queensland (CTP — 90% Interest, Total — 10% interest) Farmout During Stage 1, the Joint Venture acquired and interpreted 974 km 2D seismic, which enabled the selection of drilling locations. Two exploration wells were drilled in the second half of 2014. Should Total continue and fulfil its funding obligations for Stages 2 and 3, it will earn equity in increments to a total of 68% in the permits. Central is operating the farmout areas for the first four years and, after completion of Stage 3, Total will assume operatorship for 90% of the area. Central will retain operatorship of the upstream activities on the remaining 10% of the area. The joint venture partners (Central and Total) have agreed to suspend exploration investment until oil prices rebound. Evaluation Data collected during Stage 1 includes laboratory analyses of core from Gaudi-1 and of core taken in offset wells, and is complete. Analytical results have been integrated with interpreted logs and revised depth maps. This allows for regional trend mapping by using the following geologic attributes: porosity, thermal maturity, and total organic carbon (“TOC”) etc. These provide insight into the unconventional Lower Arthur Creek shale gas play, as well as new plays which have been revealed in the middle Cambrian succession. The exploration targets in the joint venture’s permits are now expanded to include: 1. Shale and tight gas reservoirs within the Lower Arthur Creek Formation, as targeted by Gaudi-1. 2. A potential structurally controlled Hydrothermal Dolomite (“HTD”) play. Global analogues for this type of play are characterised by the highly localised creation of porosity in otherwise tight carbonates by the movement of hot geothermal fluids through the succession, upwards along faults. The types of mineralisation observed in the Gaudi-1 and nearby mineral well cores, the lost circulation in Whiteley-1, and anomalies observed on seismic, all provide evidence for the possible presence of this play within the joint venture’s permits. 3. A conventional structural play within the Thorntonia Limestone in the shallower areas in the north of the Queensland permits. This is supported by source rock and oil analysis of nearby core hole 11005, which shows some of the best oil prone source rock properties in the Thorntonia in the basin, and on our current understanding of maturing trends within the ATPs. 13 CENTRAL PETROLEUM LIMITED 2016 ANNUAL REPORT DIRECTORS’ REPORT FOR THE YEAR ENDED 30 JUNE 2016 4. A Neoproterozoic fault block play within a previously unimaged rift sequence locally developed below Cambro-Ordovician carbonates to the East of the ATPs. The inferred sequence was imaged as part of Central’s 2013 seismic campaign in the basin. Internal reflectivity suggests the rift succession is likely to contain clastic as well as carbonate lithologies, which may provide effective reservoir objectives. The source rock potential of the succession is unknown. The joint venture is considering various options to progress evaluation of these plays, and seeks additional play types and targets which may exist in these large permits. Future Drilling Plans Whiteley-1 Well The joint venture is encouraged by the evaluation detailed above, and believes Whiteley-1 may be ideally located, as estimated from various geologic parameters. An operational plan has been prepared to enable re-entry of Whiteley-1 so we may test the tight gas play, and several secondary targets. The primary objectives are targeted to be fully cored and sampled for gas desorption and reservoir properties, in addition to an extensive logging program. Southern Amadeus Basin Northern Territory Various Exploration Permits (see table on page 86) Santos Farmout Under a three stage farmout agreement, Santos funded exploration in Stage 1 by investing an initial $30 million, with options to invest further in Stage 2 and Stage 3. In return, Santos would earn rights to up to 70% of the area totalling nearly 80,000 square kilometres. Santos assumed operatorship during exploration and, in the event that they are developed, Central will benefit from a free carry during the farmout period. Central and Santos concurred that the prospectivity of the Southern Amadeus was confirmed by the results of Mt Kitty and the 1,587 km of 2D seismic acquired during Stage 1 of the farmout. As a result, Santos elected in July 2014 to proceed to Stage 2 of an amended Southern Amadeus Joint Venture with Central, where 1,300 km 2D seismic will be acquired across areas of highest prospectivity, earning Santos a 40% participating interest in permits listed in the table below (the “Southern Amadeus Joint Venture”). Wildlife in the Amadeus Basin Stage 2 The Operator (Santos) has completed an integrated analysis of seismic, potential field (gravity and magnetics) and historic well data. This work was reviewed by Central and recommendations regarding seismic line layout and acquisition parameters were put forward to Santos. Santos has now completed the design of the Stage 2 seismic program with a line layout that targets identified leads, and with optimised recording and processing parameters that are aimed at improving imaging of the sub-salt. The joint venture’s exploration endeavours in this and surrounding permits will focus on maturing large sub-salt leads to a drillable status through the acquisition of the Stage 2 seismic. The primary reservoir objective is the Heavitree Quartzite. Secondary reservoir objectives, also within the Neoproterozoic succession, include fractured basement, the Areyonga Formation, and the Pioneer Sandstone, which is gas productive in the currently sub-commercial Ooraminna field. SOUTHERN AMADEUS AREA TOTAL SANTOS PARTICIPATING INTEREST AFTER COMPLETION OF STAGE 1 TOTAL SANTOS PARTICIPATING INTEREST AFTER COMPLETION OF STAGE 2 EP 82 (excl. EP 82 Sub-Blocks) EP 105 EP 106 EP 112 25% 25% 25% 25% 40% (i.e. additional 15% earned) 40% (i.e. additional 15% earned) 40% (i.e. additional 15% earned) 40% (i.e. additional 15% earned) 2016 ANNUAL REPORT CENTRAL PETROLEUM LIMITED 14 DIRECTORS’ REPORT FOR THE YEAR ENDED 30 JUNE 2016 Surprise Oil Field (L6) Northern Territory (CTP — 100% Interest) Background In February 2014, Central was granted the Petroleum Production Licence (L6) for the Surprise Oil Field Development. This was the first production licence offered in onshore Northern Territory since the passing of the Native Titles Act 1993 and was an important milestone not only for Central but also for the Northern Territory and the Traditional Owners. Initial production and storage facilities were installed to allow production to commence from the Surprise West well in March 2014. The installation of additional storage tanks and ancillary equipment was completed in 2015. Performance The Surprise West well produced approximately 88,650 barrels of oil since commencing production in March 2014 to August 2016. The Surprise West well was a valuable cash-flow contribution to the Company. Currently the well is shut in due to low oil prices and to obtain long term pressure data. Exploration Application Areas, Northern Territory Amadeus, Pedirka and Wiso Basins — Various Areas (see table on page 86) The Company continued to evaluate a number of these areas and has been working to gain Native Title/ALRA clearance and secure the other necessary approvals in advance of award of exploration permit status. Across the Amadeus Basin, further review of the seismic, well, magnetic and recently acquired gravity data was completed resulting in an inventory of leads and prospects. Play types and leads are also being developed for the under explored section underlying the proven Ordovician Larapintine system which is believed to be prospective for gas. In the western Amadeus a preliminary seismic program that targets identified structural trends and leads with the aim of defining areas for follow up infill seismic has been designed. In the Wiso Basin, a gravity survey was conducted by Geoscience Australia and Northern Territory Geologic Survey in 2013, which has provided Central with improved detail of structural trends. Interpretation and forward modelling in conjunction with magnetic, borehole and outcrop data has lead to the generation of a depth to basement map, from this a proposed seismic grid has been created. Wiso Basin depth to basement and application areas 15 CENTRAL PETROLEUM LIMITED 2016 ANNUAL REPORT DIRECTORS’ REPORT FOR THE YEAR ENDED 30 JUNE 2016 Reserves Information Reserves and Resource Volumes for Gas (Units: PJ)1 Palm Valley1 Dingo1 Mereenie2 Total 1P 17.7 10.3 61.9 89.9 2P 23.6 33.2 75.0 131.8 3P — — 81.7 81.7 1C — — 56.6 56.6 2C 29.7 22.7 91.2 143.6 3C — — 106.8 106.8 1 NSAI Reserves report and ASX release July 2015, Reserves and Resources are 100% Net to Central. 2 Mereenie Reserves are from YE2015 with Reserves and Resources being 50% Net to Central SIGNIFICANT CHANGES IN THE STATE OF AFFAIRS Significant changes in the state of affairs of the Group during the financial year were as follows. Contributed equity increased by $11,516,350 (from $160,785,182 to $172,301,532) as the result of a share placement to institutional investors in November 2015 (55.3 million shares at 19 cents per share) and a security purchase plan in December 2015 (9.2 million shares at 19 cents per share). Details of the changes in contributed equity are disclosed in Note 20 to the Financial Statements. On 1 September 2015, the Group acquired a 50% interest in the Mereenie oil and gas field and assumed operatorship of the field. Details of the acquisition are disclosed in Note 30 to the Financial Statements. At the same time the Group’s Loan Facility with Macquarie Bank was expanded (refer Note 34(e)). EVENTS SINCE THE END OF THE FINANCIAL YEAR No matter or circumstance has arisen that will affect the Group’s operations, results or state of affairs, or may do so in future years. INFORMATION ON DIRECTORS Robert Hubbard FCA Independent Non-executive Director Mr Hubbard was a partner with PricewaterhouseCoopers for 22 years specialising in audit, deals and valuation advice, predominantly in the resources sector. He has highly developed financial skills and business experience, including managing significant capital and growth agendas, risk management, corporate governance and valuations. Mr Hubbard is a non-executive director of Bendigo and Adelaide Bank Limited as well as ASX and Chairman of TSX listed Orocobre Limited. He is also a non-executive director of ASX listed Primary Health Care Limited. Within the last three years, he has not been a director of any other listed public company. Richard I Cottee BA, LLB (Hons) Managing Director and Chief Executive Officer Mr Cottee is a veteran of the oil and gas industry having started his commercial career with Santos Ltd in 1982. He was instrumental in the development of the CSG industry having taken QGC from an early stage explorer, with a market capitalisation of approximately $30 million, to a major gas supplier, which was sold to the BG Group for $5.7 billion six years later. He has extensive experience in the energy sector generally, having been a CEO of a Queensland electricity generator (“CS Energy”) and of a subsidiary of NRG in Europe. In his career he has had a role in the development of the industry in Queensland, South Australia and now the Northern Territory. Mr Cottee joined Central Petroleum Limited in June 2012 as Managing Director and within the last three years has not been a director of any listed public company other than Austin Exploration Limited where he was a non-executive chairman until April 2015. Within the last three years, Mr Cottee has not been a director of any other listed public company. 2016 ANNUAL REPORT CENTRAL PETROLEUM LIMITED 16 DIRECTORS’ REPORT FOR THE YEAR ENDED 30 JUNE 2016 Wrixon F Gasteen BE (Hons), MBA (Dist) Independent Non-executive Director ² Mr Gasteen is currently an Executive Director Asia Pacific for cyber-security company Votiro and is based in Singapore. As CEO and director of Hong Leong Asia, listed on the Singapore Stock Exchange (SGX: HLA), he transformed the company through acquisitions and organic growth. The result was a highly profitable conglomerate with $2.2 billion in sales, 80% of which were in China. During his term as CEO, he was presented with two successive annual awards by the Securities Investors Association of Singapore (SIAS), recognizing Hong Leong Asia for its effort in demonstrating corporate transparency. He has some 20 years experience in the mining and resources industries in Australia and Asia. Mr Gasteen has been CEO and director of both listed and private companies in Australia, Asia, and the United States, and is a senior advisor to Australian companies. Mr Gasteen resigned from the board of ASX listed Sino Australia Oil & Gas as a non-executive director in November 2015. Within the last three years, Mr Gasteen has not been a director of any other listed public company. Prof. Peter S Moore BSc (Hons 1), MBA, PhD Independent Non-executive Director Prof. Peter S Moore has over thirty years of experience in the oil and gas business. His career includes roles with the Geological Survey of Western Australia, Delhi Petroleum Pty Ltd, the exploration operator of the Cooper Basin consortium in South Australia and Queensland at the time, Esso Australia Ltd, Exxon Exploration Company in Houston and from 1998 until his retirement in 2013, with Woodside Energy Ltd. At Woodside, Peter held various roles including most recently as Executive Vice President Exploration. In this capacity he was a member of Woodside’s Executive Committee and Opportunities Management Committee, a leader of its Crisis Management Team and Head of the Geoscience function across the company. He was also a director of a number of Woodside’s subsidiary companies. Prof. Moore is a Non-executive Director of Carnarvon Petroleum Limited, Executive Director, Strategic Engagement for the Curtin Business School (part time), Chair of ESWA (Earth Sciences WA), a member of the Elsevier’s Oil & Gas Advisory Board, Chair of the Curtin Graduate School of Business Advisory Board and a member of Curtin University's Faculty of Science and Engineering Advisory Council. Within the last three years, Prof. Moore has not been a director of any other listed public company. Andrew P Whittle BSc (Hons) Independent Non-executive Director Mr Whittle was appointed to the Central Board on 25 April 2012 and was Chairman from 12 March 2013 to 31 July 2015 and remained a director until his retirement on 2 November 2015. John Thomas (Tom) Wilson BSc (Zoology), MSc (Geology) Independent Non-executive Director Mr Wilson was appointed a director to the Central Board on 31 March 2014 and retired from the Central Board on 15 July 2016. COMPANY SECRETARIES Daniel C M White LLB, BCom, LLM Mr White is an experienced oil and gas lawyer in corporate finance transactions, mergers and acquisitions, equity and debt capital raisings, joint venture, farmout and partnering arrangements and dispute resolution. He has previously held senior international based positions with Kuwait Energy Company and Clough Limited. Joseph P Morfea FAIM, GAICD Mr Morfea has over 35 years of experience in the resource industry having held key financial positions with both Australian and international based companies. He was previously the chief financial officer of Magellan Petroleum Australia Pty Ltd, a wholly owned subsidiary of Denver based Magellan Petroleum Corporation. Prior to Magellan, Mr Morfea worked for Santos Limited and Thiess Dampier Mitsui Coal Pty Ltd. 17 CENTRAL PETROLEUM LIMITED 2016 ANNUAL REPORT DIRECTORS’ REPORT FOR THE YEAR ENDED 30 JUNE 2016 DIRECTORS’ MEETINGS The number of directors’ meetings held where the director was eligible to attend and the number of meetings attended by each of the directors of the Company during the financial year were: Full Meeting of Directors Audit & Risk Committee Remuneration & Nominations Committee Eligible Attended Eligible Attended Eligible Attended 9 4 9 9 9 9 9 4 9 9 7 9 5 2 — 5 3 — 5 2 — 5 3 — 4 — — 4 — 4 4 — — 4 — 4 Robert Hubbard Andrew Whittle1 Richard Cottee Wrixon Gasteen J Thomas Wilson Peter Moore 1 Resigned 2 November 2015 REALISED REMUNERATION OF DIRECTORS AND KEY MANAGEMENT PERSONNEL FOR THE 2016 YEAR The directors consider the remuneration information contained within the tables presented in the statutory remuneration report (pages 20 to 31) may give a distorted view of the true remuneration realised by the directors and key management personnel for the 2016 year. This is a voluntary disclosure and has been included to assist shareholders in forming an understanding of the cash and other benefits actually received by directors and key management personnel. Salary / fees $ STIP $ Termination benefits Superannuation contributions $ Non-Executive Directors Andrew Whittle1 Wrixon Gasteen Robert Hubbard J Thomas Wilson Peter Moore Sub-total Executive Directors & Key Management Personnel Michael Herrington Daniel White Leon Devaney Michael Bucknill3 Robbert Willink Sub-total Total Remuneration 12,008 82,500 115,500 68,250 89,333 367,591 Salary / fees $ 473,716 388,048 400,085 231,305 183,077 — — — — — — STIP $ — 22,000 17,000 34,000 3,500 3,500 Richard Cottee 584,538 Non- monetary benefits2 $ 17,800 19,777 — — — 37,577 Non- monetary benefits2 $ 10,574 26,418 7,389 8,629 7,389 — $ — — — — — — — — — — 116,923 — Amount $ Percentage of TRP % Value of LTI Grant that Vested $ Actual Total Remuneration Package (TRP) $ 28,516 7,837 10,972 — 8,487 58,324 110,114 126,472 68,250 97,820 100% 100% 100% 100% 100% 55,812 460,980 100% — — — — — — 58,324 110,114 126,472 68,250 97,820 460,980 Superannuation contributions $ Amount $ Percentage of TRP % 19,308 614,420 100% 37,548 33,048 31,837 20,599 17,725 559,682 445,485 474,551 379,616 204,302 100% 100% 100% 100% 100% Value of LTI Grant that Vested $ Actual Total Remuneration Package (TRP) $ — — — — — — — 614,420 559,682 445,485 474,551 379,616 204,302 2,678,056 2,260,769 80,000 60,399 116,923 160,065 2,678,056 100% 2,628,360 80,000 97,976 116,923 215,877 3,139,036 100% — 3,139,036 1 Mr Whittle resigned as director 2 November 2015 2 3 Mr Bucknill’s position was made redundant effective 26 February 2016 Fringe benefits include loan fringe benefits relating to deferred director option fees and employee car parking fringe benefits ENVIRONMENTAL REGULATION The Consolidated Entity is subject to significant environmental regulation with regard to its exploration activities. The Consolidated Entity aims to ensure the appropriate standard of environmental care is achieved and, in doing so, that it is aware of and is in compliance with all environmental legislation. The directors of the Company and the Consolidated Entity are not aware of any breach of environmental legislation for the year under review. 2016 ANNUAL REPORT CENTRAL PETROLEUM LIMITED 18 DIRECTORS’ REPORT FOR THE YEAR ENDED 30 JUNE 2016 INSURANCE OF DIRECTORS AND OFFICERS During the financial year, the Group paid premiums to insure directors and officers of the Group. The contracts include a prohibition on disclosure of the premium paid and nature of the liabilities covered under the policy. NUMBER OF EMPLOYEES The Company had 83 employees at 30 June 2016 (58 at 30 June 2015). NON-AUDIT SERVICES During the year the Company engaged the auditor, PricewaterhouseCoopers (“PwC”), on assignments additional to their statutory audit duties where the auditor’s expertise and experience with the Company and/or the Consolidated Entity was important. Details of amounts paid or payable to the auditor (PwC) for non-audit services provided during the year are set out below. The Board of Directors is satisfied that the provision of the non-audit services is compatible with the general standard of independence for auditors imposed by the Corporations Act 2001. The directors are satisfied that the provision of non-audit services by the auditor, as set out below, did not compromise the auditor independence requirements of the Corporations Act 2001 and did not compromise the general principles relating to auditor independence in accordance with APES 110 Code of Ethics for Professional Accountants set by the Accounting Professional and Ethical Standards Board. CONSOLIDATED PwC Australian firm: (i) Taxation services Income tax compliance Excise consulting services Other tax related services (ii) Other services Magellan transaction due diligence Mereenie transaction due diligence Technical accounting advice on major transactions Employee related services Total remuneration for non-audit services AUDITOR’S INDEPENDENCE 2016 $ 17,628 4,500 19,019 41,147 — 90,999 27,181 — 118,180 159,327 2015 $ 8,500 48,957 68,354 125,811 22,000 — — 6,698 28,698 154,509 A copy of the Auditor’s Independence Declaration as required under section 307C of the Corporations Act 2001 is set out on page 32. STAFF AND MANAGEMENT The directors wish to acknowledge the contributions made by the Company’s staff and management. The skills and dedication of all of Central’s personnel both in the field and at Head Office are greatly appreciated and valued. 19 CENTRAL PETROLEUM LIMITED 2016 ANNUAL REPORT DIRECTORS’ REPORT FOR THE YEAR ENDED 30 JUNE 2016 REMUNERATION REPORT (AUDITED) This remuneration report for the year ended 30 June 2016 outlines the remuneration arrangements of the Group in accordance with the requirements of the Corporations Act 2001 (Cth), as amended (the Act). This information has been audited as required by section 308(3C) of the Act. The remuneration report is presented under the following sections: A B C D E F G H I Directors and Key Management Personnel (KMP) Remuneration Overview Remuneration Policy Remuneration Consultants Long Term Incentive Plan (LTIP) Short Term Incentive Plan (STIP) Remuneration Details Executive Service Agreements Non-Executive Director Fee Arrangements A. Directors and Key Management Personnel The directors and key management personnel of the Consolidated Entity during the year and up to signing date of the annual report were: Directors Robert Hubbard Non-executive Chairman Richard Cottee Managing Director and Chief Executive Officer Wrixon Gasteen Non-executive Director J Thomas Wilson Non-executive Director Peter Moore Non-executive Director Andrew Whittle Non-executive Director Other Key Management Personnel Leon Devaney Chief Financial Officer Michael Herrington Chief Operating Officer (to 15 July 2016) (to 2 November 2015) Daniel White Robert Willink Group General Counsel and Company Secretary Exploration Advisor Michael Bucknill General Manager Exploration (to 26 February, 2016) B. Remuneration Overview Central’s remuneration strategy is designed to attract, motivate and retain high performing individuals and is linked to the Group’s objectives to build long-term shareholder value. In doing so, Central adopts a pay for performance culture which is balanced by a fair and equitable approach to the retention and motivation of its team. The remuneration strategy incorporates the following metrics: a) Measuring Central’s achievement of its targets and performance against its peers b) Peer company comparative indicators such as market capitalisation, size, complexity of operations and market developments c) Adjusting to remuneration best practice d) Market movements and its impact on the alignment of internal relativities e) Linking internal strategies for the achievement of improved shareholder value. Australia continues to be in a significant contraction of the resource sector as commodity prices remain at multi-year lows and the outlook for most commodity markets remains clouded due to concerns over global growth. Since October 2014, the energy sector has been under increasing financial pressure, largely due to the collapse in oil prices as well as gas pricing linked to oil. This has had a profound impact on all energy sector participants. In respect of this market dynamic, the CEO positioned the Company’s focus on restoring value for shareholders by reducing costs, driving operational efficiency and prudently managing capital and targeting non-oil linked gas pricing. 2016 ANNUAL REPORT CENTRAL PETROLEUM LIMITED 20 DIRECTORS’ REPORT FOR THE YEAR ENDED 30 JUNE 2016 Coupled with the Company having undertook a suspension of its 2015 pay reviews and with current reduced inflation rates and downward wage pressures within the energy sector and market peers freezing salaries, reducing work hours and implementing comprehensive redundancy programs, Central has taken a conservative view of the 2016 pay reviews. A genuine effort has been made, where appropriate, to compensate employees for inflation given the observations of the market and the present economic climate. With these factors considered, Central has retained in principle a suspension of pay rises with the exception of awarding where appropriate an inflation salary increase of 0.5% or on account of a change in position or other extenuating circumstances. In addition, the Company has achieved a solid result in comparison to its peer group in the energy market. This was reflected in the achievement of Corporate KPI’s against Central Petroleum’s Short Term Incentive Plan. Inflation Salary increases of 0.5% Where appropriate, a pay rise was awarded to address inflation and on account of a change in position or other extenuating circumstances. Reduced STIP The Company’s Short Term Incentive Plan was scheduled for payment in July 2016, with the Board exercising its discretion to reduce the payment. Nil LTIP Vesting There were no awards that vested under the new Long Term Incentive Plan with it coming into its third year of implementation. C. Remuneration Policy The remuneration policy of the Company is to pay its directors and executives amounts in line with employment market conditions relevant to the oil and gas exploration industry. Accordingly, the Company has revamped its remuneration practices and, in particular, its short term and long term incentive plans with a particular focus on creating strong linkages between shareholder value as measured by shareholder returns and executive remuneration. Consequently, the major component of executive incentives will be the Long Term Incentive Plan (“LTIP”) rather than the Short Term Incentive Plan (“STIP”). These changes were effective from 1 July 2014. D. Remuneration Consultants For each annual remuneration review cycle, the Remuneration Committee considers whether to appoint a remuneration consultant and, if so, their scope of work. In this period the Remuneration Committee did not engage a remuneration consultant. The performance of the Company depends upon the quality of its directors and executives and the Company strives to attract, motivate and retain highly qualified and skilled management. Salaries and directors’ fees are reviewed at least annually to ensure they remain competitive with the market. For periods up to and ending on 30 June 2016, the remuneration of directors and executives consisted of the following key elements: Non-executive directors: 1. Fees including statutory superannuation; and 2. No further participation in short or long term incentive schemes. Whilst some of the current non-executive directors benefit from options issued in accordance with shareholder approval in 2012, no further issues have been made and it is not intended that non- executive directors will participate in either the LTIP or STIP in the future. Executives, including executive directors: 1. Annual salary and non-monetary benefits including statutory superannuation; 2. Participation in a Short Term Incentive Plan; 3. Participation in an Long Term Incentive Plan (Performance Rights scheme); and 4. There is no guaranteed base pay increases included in any executive’s contract. 21 CENTRAL PETROLEUM LIMITED 2016 ANNUAL REPORT DIRECTORS’ REPORT FOR THE YEAR ENDED 30 JUNE 2016 E. Long Term Incentive Plan (“LTIP”) In its 2014 Annual Report, Central announced that from 1 July 2014 it would change its remuneration practices and, in particular, the structure of its STIP and LTIP in line with market conditions relevant to the oil and gas exploration industry. The LTIP will be a major component of executive incentives and, in developing the LTIP, the Board of Central has focused on creating strong linkages between shareholder value as measured by shareholder returns and executive remuneration. Consequently, vesting conditions have been divided equally between relative shareholder return and absolute shareholder return. In doing this the Board have identified that it is not sufficient for Central to perform above its peer group for executives to receive their maximum entitlement to share rights but also to achieve levels of absolute share price growth that would be considered as superior returns. For example, for the absolute share price vesting condition to be met, the Central share price must increase by at least 25% per annum for three years, compound growth of 95%. Key terms and vesting conditions On 26 November 2014 and subsequently on 2 November 2015, shareholders approved the Company to implement a share based LTIP to incentivise eligible employees (non-executive directors are not eligible to participate in the LTIP). The delivery instrument is performance rights, effective for years commencing 1 July 2014 onwards. The maximum number of performance rights vested in any year is determined by measuring Central’s share price performance over that year compared to a peer group of companies (relative measure) and compared to its absolute share price movement over a three year cycle. The following table details the Vesting Percentage (the percentage of Share Rights which will vest as determined by the performance conditions): HURDLE DEFINITION Absolute TSR1 growth (50% weighting) Company's absolute TSR calculated as at vesting date. This looks to align eligible employee’s rewards to shareholder superior returns Relative TSR – E&P2 (50% weighting) Company's TSR relative to a specific group of exploration and production companies (determined by the Board within its discretion) calculated as at vesting date. 1 Total shareholder return (i.e. growth in share price plus dividends reinvested) 2 Exploration and Production HURDLE BANDING Company’s Absolute TSR over 3 years Below 10% pa 10% to <15% pa 15% to <20% pa 20% to <25% pa 25% pa plus VESTING PERCENTAGE Share Rights Vesting 0% 25% 50% 75% 100% Company’s Relative TSR Below 51st percentile 51st percentile 52nd to 75th percentile 76th percentile and above Share Rights Vesting 0% 50% 51% to 99% 100% For the purposes of determining the maximum number of unvested Share Rights available for vesting, the Company will calculate the Company’s absolute TSR (total shareholder return as measured by an independent company chosen by the Board) and relative TSR effective as at the vesting date in accordance with the above table to determine the relative hurdle band and Vesting Percentage met. The unvested Share Rights for the applicable hurdle met for the performance period are then multiplied by the Vesting Percentage achieved for that hurdle to determine the total number of unvested Share Rights vested to become Share Rights on the vesting date, which may then be exercised in accordance with the Employee Rights Plan Rules. Subject to the vesting of unvested Share Rights on the Vesting Date, the unvested Share Rights vest at the rate of one Share Right for one unvested Share Right. The personal and corporate key performance indicators and other targets for the managing director and other employees are reviewed at least annually to ensure they remain relevant and appropriate. These may be varied to ensure alignment of executive performance and achievement consistent with the Company’s goals and objectives. Employees must be employed by the Company at the end of the Performance Period in order for the Performance Rights to vest. The number of shares that vest is a function of the employee’s base salary, their LTIP percentage, and the 20 Trading Days – daily volume weighted average sale price of company shares sold on the ASX ending on the trading day prior to 30 June. If the Company is subject to a Change of Control Event, all unvested Share Rights will immediately vest at 100% to become Share Rights, with all and any Performance Criteria being waived immediately. Details of the LTIP Plan’s Key Terms can be viewed on the Company’s website at www.centralpetroleum.com.au. 2016 ANNUAL REPORT CENTRAL PETROLEUM LIMITED 22 DIRECTORS’ REPORT FOR THE YEAR ENDED 30 JUNE 2016 This LTIP provides coverage for various levels of eligible employees which include: a) The managing director who is principally responsible for achievement of Central’s strategy may receive a LTIP percentage up to 50%, subject to shareholder approval; b) The EMT (Executive Management Team) and eligible employees are those in roles which influence and drive the strategic direction of the Company’s business. EMT eligible employees receive a LTIP percentage up to 30%; c) Eligible employees who are senior managers that are charged with one or more defined functions, departments or outcomes. They are more likely to be involved in a balance of strategic and operational aspects of management. Some decision-making at this level would require approval from the EMT. These eligible employees receive a LTIP percentage up to 20%; d) Eligible employees who are not part of the EMT and are in roles which are focused on the key drivers of the operational parts of the Company’s business. These eligible employees receive a LTIP percentage up to 10%; and e) All other eligible employees are integral to the success of the Company obtaining its goals and objectives may participate in Central Petroleum $1,000.00 Exempt Plan. Conditions of the Central Petroleum $1,000.00 Exempt Plan include: 1. Share Rights can only be dealt with the earlier of three years or on termination of employment; and 2. No performance conditions apply. With the effective date of 1 July 2014 onwards, all eligible employees subscribed to the new LTIP and, in doing so, waived their eligibility rights to participate in the incentive Options scheme. F. Short Term Incentive Plan (“STIP”) From 1 July 2014, a performance based plan comprising a matrix of Corporate, Departmental and Individual Key Performance Indicators (KPI’s) for all eligible employees was implemented. The Company’s Board of Directors determine the maximum amount of KPI achievable in any year (normally expressed as a percentage of base salary). Achieving the maximum is contingent upon all of the KPI’s in the matrix being met at the 100% level. The KPI’s are reviewed at the beginning of each year and adjusted where necessary to reflect Central’s strategic direction. Consistent with the directors’ focus on appreciation in shareholder value as the major form of incentive, STIP payments were limited to a maximum of 10% of base salary in 2015/16. Key terms and conditions The 2015/2016 STIP has been holistically designed to recognise and reward individual effort through connecting individual KPI’s, departmental KPI’s and corporate KPI’s. These groups of KPI’s are intrinsically linked and start by cascading from the corporate KPI’s, to the departmental KPI’s and then onto individual KPI’s. Individual KPI’s drive the success of achieving departmental KPI’s, which are in turn aimed at effecting the desired outcome to be reached in the corporate KPI’s. It is the responsibility of the Board to set the strategic direction priorities and objectives of the Company. The existence of this STIP does not amend or take away that responsibility and, as such, the results of the STIP form part of the Board’s deliberation in its decision on the bonus recommendation to be awarded. The managing director approves KPI’s after consultation with the Board. These KPI’s can change having regard to aligning employees with the Company’s strategic direction, the practice in the marketplace and any other factors which the Board deems relevant. Neither the Board nor the Company guarantee any payment from the STIP, nor do they guarantee any performance level of the Company in future years. If there is a change as a result of this, employees participating in the STIP will be notified. KPI CATEGORY Corporate KPI's Safety and Environment Departmental KPI's Individual KPI's PERCENT ALLOCATION OF STIP Executive 30% 10% 40% 20% All Other Employees 30% 10% 30% 30% 1. 2. 3. Corporate KPI’s represent an overall 30% of the STIP, and Safety and Environment represents 10% of the STIP. Departmental KPI’s represent a spread of 40% for executives and 30% for all other employees. Individual KPI’s represent a spread of 20% for executives and 30% for all other employees. 23 CENTRAL PETROLEUM LIMITED 2016 ANNUAL REPORT DIRECTORS’ REPORT FOR THE YEAR ENDED 30 JUNE 2016 The 2015/2016 Plan Year STIP percentage allocation is a maximum of up to 10% of the employee’s Base Salary. The maximum is contingent upon all of the KPI’s being met at 100% in the STIP. This will form the basis of the recommendation to the Board who will decide the amount. This percentage will be annually reviewed by the Board through the Remuneration and Nominations Committee. At the Board’s discretion, a combination of cash and company securities, or cash or company securities, may be paid as the benefit in the 2015/2016 Plan Year STIP. Corporate KPI’s included: OBJECTIVE Promote and progress the NGP project through reserve upgrades Budgetary control Funding WEIGHTING 33% 33% 33% 100% ≥420PJ* 75% ≥280PJ 50% ≥260PJ Ensure expenditure remains within budget and costs minimised whilst still achieving approved scope of works Cover Mereenie deferred acquisition payment by way of capital raising, farm-outs or other cost saving initiatives *Board discretion above 350PJ subject to final route and drilling options Safety and Environment KPI’s included: OBJECTIVE Traditional Owner cultural heritage: No breach Safety: No Lost Time Injuries (LTI) Environment: No breach regarding reportable environmental incidents Training and Employment of Traditional Owners WEIGHTING 20% 30% 30% 20% 100% Zero Zero Zero 75% 1 of less than 2 days 1 of less than 2 days 50% Default Default Two trained, two employed Two trained, one employed Two trained The departmental KPI’s vary from one department to the next, however, all are equally important to achieve in the pursuit of achieving 100% of the corporate KPI’s which are re-set annually. Individual KPI’s are linked to the departmental KPI’s and as such provides significant relevance to the role that the employee is employed for in each department. Participation in this STIP, or the provision of any company security, does not form part of the participating employee's remuneration for the purposes of determining payments in lieu of notice of termination of employment, severance payments, leave entitlements, or any other compensation payable to a participating employee upon the termination of employment (unless the Board otherwise determines). 2016 ANNUAL REPORT CENTRAL PETROLEUM LIMITED 24 DIRECTORS’ REPORT FOR THE YEAR ENDED 30 JUNE 2016 G. Remuneration Details Details of the remuneration of the directors and the key management personnel of Central Petroleum Limited and the Consolidated Entity are set out in the following tables. Details of realised remuneration appear on page 18. Table 1: Remuneration of Directors and Key Management Personnel SHORT-TERM POST-EMPLOYMENT LONG-TERM BENEFITS Salary / fees $ Cash STI $ Non-monetary benefits1 $ Superannuation contributions $ Termination Benefits $ LSL $ SHARE-BASED PAYMENTS (At Risk) Options & Rights5 $ Value of Options as Proportion of Remuneration % Total $ Non-Executive Directors Andrew Whittle2 William Dunmore3 Wrixon Gasteen Robert Hubbard J Thomas Wilson Peter Moore Sub-total 2016 2015 2016 2015 2016 2015 2016 2015 2016 2015 2016 2015 2016 2015 12,008 102,667 — 27,083 82,500 67,500 115,500 72,000 68,250 58,500 89,333 72,000 367,591 399,750 — — — — — — — — — — — — — — 17,800 10,799 — — 19,777 11,999 — — — — — — 37,577 22,798 Executive Directors and Other Key Management Personnel Richard Cottee4 Michael Herrington3 Daniel White Bruce Elsholz6 Leon Devaney Michael Bucknill7 Robbert Willink Sub-total Total Remuneration 2016 2015 2016 2015 2016 2015 2016 2015 2016 2015 2016 2015 2016 2015 2016 2015 2016 2015 609,146 561,976 468,514 506,102 396,947 397,106 — 120,520 419,561 361,706 218,666 330,641 154,085 349,810 2,266,919 2,627,861 2,634,510 3,027,611 — — 22,000 — 17,000 — — — 34,000 — 3,500 — 3,500 — 80,000 — 80,000 — 10,574 20,319 26,418 12,494 7,389 1,826 — 1,694 8,629 1,694 7,389 1,694 — — 60,399 39,721 97,976 62,519 28,516 9,753 — — 7,837 — 10,972 6,840 — — 8,487 6,840 55,812 23,433 19,308 5,985 37,548 36,572 33,048 30,000 — 22,556 31,837 27,780 20,599 32,048 17,725 32,300 160,065 187,241 215,877 210,674 — — — — — — — — — — — — — — — — — — — — — — — — 116,923 — — — 116,923 — 116,923 — — — — — — — — — — — — — — 9,391 12,398 10,919 9,214 8,594 10,972 — 2,212 11,647 6,830 (6,820) 4,260 5,136 4,553 38,867 50,439 74,759 99,124 — — 73,613 110,138 — — — — — — 148,372 209,262 1,543,173 1,887,313 124,022 91,152 37,119 (8,373) — (11,768) 46,410 (5,165) (4,848) (5,271) 7,752 (6,877) 1,753,628 1,941,011 133,083 222,343 — 27,083 183,727 189,637 126,472 78,840 68,250 58,500 97,820 78,840 609,352 655,243 2,191,592 2,487,991 689,421 655,534 500,097 431,531 — 135,214 552,084 392,845 355,409 363,372 188,198 379,786 4,476,801 4,846,273 38,867 1,902,000 5,086,153 — 50,439 2,150,273 5,501,516 56% 45% — 0% 40% 58% 0% 0% 0% 0% 0% 0% 24% 32% 70% 75% 18% 14% 7% 0% 0% 0% 8% 0% 0% 0% 4% 0% 39% 40% 37% 39% 1 Represents fringe benefits tax. 2 Mr Whittle resigned as director 2 November 2015. 3 Mr Dunmore and Mr Herrington retired as directors 26 November 2014. 4 Freestone Energy Partners Pty Ltd (“FEP”) provided the services of Richard Cottee on the basis of a secondment up to 29 June 2015. 5 The valuation date for options issued to FEP was 19 July 2012 and to directors was 29 November 2012. Negative amounts represent revisions to estimates and/or cancelled and forfeited options. 6 Mr Elsholz resigned from employment on 30 November 2014. 7 Mr Bucknill’s position was made redundant 26 February 2016. The fair values of deferred share rights granted during 2016 were also valued using methodology that takes into account market and peer performance hurdles. The values are calculated at the date of grant using a Black Scholes valuation model with Monte Carlo simulations and an agreed comparator group to assess relative total shareholder return. The values are allocated to each reporting period evenly over the period from grant date to vesting date. GRANT DATE EXPIRY DATE FAIR VALUE PER RIGHT EXERCISE PRICE PRICE OF SHARES AT GRANT DATE ESTIMATED VOLATILITY RISK FREE INTEREST RATE DIVIDEND YIELD 14 Oct 15 22 Dec 15 22 Dec 15 05 Jan 21 05 Jan 21 09 Feb 21 $0.1460 $0.0845 $0.1230 Nil Mil Nil $0.190 $0.165 $0.165 80% 87% 87% 2.05% 2.22% 2.22% 0.00% 0.00% 0.00% 25 CENTRAL PETROLEUM LIMITED 2016 ANNUAL REPORT DIRECTORS’ REPORT FOR THE YEAR ENDED 30 JUNE 2016 The values disclosed for 2015 are the portions of the fair values applicable to and recognised in this reporting period. The following factors and assumptions were used in determining the fair value of options at grant date: GRANT DATE EXPIRY DATE FAIR VALUE PER OPTION EXERCISE PRICE PRICE OF SHARES AT GRANT DATE ESTIMATED VOLATILITY RISK FREE INTEREST RATE DIVIDEND YIELD 1 Jul 14 9 Apr 15 9 Apr 15 9 Apr 15 11 Nov 15 15 Nov 17 15 Nov 17 15 Nov 17 $0.0200 $0.0033 $0.0062 $0.0067 $0.400 $0.475 $0.450 $0.400 $0.320 $0.125 $0.125 $0.125 45% to 65% 55% to 75% 55% to 75% 55% to 75% 2.54% 1.74% 1.74% 1.74% Table 2: Share Based Compensation – Options Granted and Vested during the Year NUMBER OF OPTIONS GRANTED GRANT DATE AVERAGE FAIR VALUE AT GRANT DATE AVERAGE EXERCISE PRICE PER OPTION EXPIRY DATE NUMBER OF OPTIONS VESTED PROPORTION OF OPTIONS VESTED Non-Executive Directors Andrew Whittle1 William Dunmore2 Wrixon Gasteen Robert Hubbard J Thomas Wilson Peter Moore 2016 2015 2016 2015 2016 2015 2016 2015 2016 2015 2016 2015 — — — — — — — — — — — — — — — — — — — — — — — — Executive Directors and Other Key Management Richard Cottee Michael Herrington2,4 Daniel White Bruce Elsholz3 Leon Devaney Michael Bucknill5 Robbert Willink 2016 2015 2016 2015 2016 2015 2016 2015 2016 2015 2016 2015 2015 2016 2015 2015 — — — — — 450,000 — 370,500 — 504,000 — 100,000 330,000 — 120,000 330,000 — — — — — 9 Apr 15 — 9 Apr 15 — 9 Apr 15 — 01 Jul 14 9 Apr 15 — 17 Jul 14 9 Apr 15 — — — — — — — — — — — — — — — — — $0.0062 — $0.0062 — $0.0062 — $0.0200 $0.0067 — $0.0200 $0.0067 — — — — — — — — — — — — — — — — — $0.450 — $0.450 — $0.450 — $0.400 $0.400 — $0.400 $0.400 — — — — — — — — — — — — — — — — — 15 Nov 17 — 15 Nov 17 — 15 Nov 17 — 15 Nov 15 15 Nov 17 — 15 Nov 15 15 Nov 17 — — — — — — — — — — — — — — — — — — — — — — — 100,000 — — 120,000 — — — — — — — — — — — — — — — — — — — — — — — — 100% — — 100% — 1 Mr Whittle resigned 2 November 2015. 2 Mr Dunmore and Mr Herrington retired as directors 26 November 2014. 3 Mr Elsholz resigned from employment on 30 November 2014. Options were awarded in respect of prior service periods. 4 During 2015, Mr Herrington had 450,000 options cancelled out of the 1,800,000 options granted in the prior year. 5 Mr Bucknill’s position was made redundant 26 February 2016. 2016 ANNUAL REPORT CENTRAL PETROLEUM LIMITED 26 DIRECTORS’ REPORT FOR THE YEAR ENDED 30 JUNE 2016 Table 3: Share Based Compensation – Share Rights Granted and Vested during the Year NUMBER OF RIGHTS GRANTED GRANT DATE AVERAGE FAIR VALUE AT GRANT DATE AVERAGE EXERCISE PRICE PER RIGHT EXPIRY DATE NUMBER OF RIGHTS VESTED PROPORTION OF OPTIONS VESTED Non-Executive Directors Andrew Whittle1 William Dunmore2 Wrixon Gasteen Robert Hubbard J Thomas Wilson Peter Moore 2016 2015 2016 2015 2016 2015 2016 2015 2016 2015 2016 2015 — — — — — — — — — — — — — — — — — — — — — — — — Executive Directors and Other Key Management Richard Cottee Michael Herrington2 Daniel White Leon Devaney Michael Bucknill3 Robbert Willink 2016 2016 2015 2016 2015 2016 2015 2016 2015 2016 2015 2016 2015 1,913,873 193,031 — 930,000 — 770,000 330,000 783,000 278,571 640,000 274,285 — 262,286 22 Dec 15 22 Dec 15 — 14 Oct 15 — 14 Oct 15 24 Jun 15 14 Oct 15 24 Jun 15 14 Oct 15 24 Jun 15 — 24 Jun 15 — — — — — — — — — — — — $0.1230 $0.0845 — $0.146 — $0.146 $0.074 $0.146 $0.074 $0.146 $0.074 — $0.074 — — — — — — — — — — — — $0.000 $0.000 — $0.000 — $0.000 $0.000 $0.000 $0.000 $0.000 $0.000 — $0.000 — — — — — — — — — — — — 09 Feb 21 05 Jan 21 — 05 Jan 21 — 05 Jan 21 23 Sep 20 05 Jan 21 23 Sep 20 05 Jan 21 23 Sep 20 — 23 Sep 20 1 Mr Whittle resigned 2 November 2015. 2 Mr Dunmore and Mr Herrington retired as directors 26 November 2014. 3 Mr Bucknill’s position was made redundant 26 February 2016. All Rights were subsequently cancelled. Table 4: Shareholdings of Key Management Personnel — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — HELD AT BEGINNING OF YEAR HELD AT DATE OF APPOINTMENT SPP & ON MARKET PURCHASE RECEIVED ON EXERCISE OF OPTIONS NET CHANGE OTHER HELD AT DATE OF DEPARTURE HELD AT END OF YEAR Non-Executive Directors Andrew Whittle1 Wrixon Gasteen Robert Hubbard J Thomas Wilson Peter Moore 2016 2015 2016 2015 2016 2015 2016 2015 2016 2015 236,044 133,680 97,000 97,000 120,000 64,100 — — — — N/A N/A N/A N/A N/A N/A N/A N/A — — — 102,364 39,473 — 178,947 55,900 — — — — Executive Directors and Other Key Management Personnel Richard Cottee Michael Herrington2 Daniel White Leon Devaney Michael Bucknill3 Robbert Willink 2016 2015 2016 2015 2016 2015 2016 2015 2016 2015 2016 2015 436,383 208,683 250,000 200,000 288,000 288,000 210,000 110,000 56,000 31,000 — — N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A 196,055 227,700 — 50,000 — — — 100,000 — 25,000 — — 1 Mr Whittle resigned as director 2 November 2015. 2 Mr Herrington retired as director 26 November 2014. 3 Mr Bucknill’s position was made redundant, effective 26 February 2016. 27 CENTRAL PETROLEUM LIMITED 2016 ANNUAL REPORT — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — 236,044 N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A 56,000 N/A N/A N/A N/A 236,044 136,473 97,000 298,947 120,000 — — — — 632,438 436,383 250,000 250,000 288,000 288,000 210,000 210,000 N/A 56,000 — — DIRECTORS’ REPORT FOR THE YEAR ENDED 30 JUNE 2016 Table 5: Option Holdings of Key Management Personnel HELD AT BEGINNING OF YEAR OPTIONS EXERCISED GRANTED AS REMUNERATION NET CHANGE OTHER HELD AT DATE OF DEPARTURE HELD AT END OF YEAR Non-Executive Directors Andrew Whittle1 Wrixon Gasteen Robert Hubbard J Thomas Wilson Peter Moore 2016 2015 2016 2015 2016 2015 2016 2015 2016 2015 900,000 900,000 1,000,000 1,000,000 — — — — — — Executive Directors and Other Key Management Personnel Richard Cottee Michael Herrington2 Daniel White Leon Devaney Michael Bucknill3 Robbert Willink 2016 2015 2016 2015 2016 2015 2016 2015 2016 2015 2016 2015 34,584,407 34,584,407 2,250,000 2,700,000 1,493,334 1,643,334 1,064,000 560,000 430,000 — 450,000 — — — — — — — — — — — — — — — — — — — — — — — 1 Mr Whittle retired, effective 26 November 2014. 2 Mr Herrington retired as director 26 November 2014. 3 Mr Bucknill’s position was made redundant, effective 26 February 2016. The vesting profile for options held at the end of the year was as follows: — — — — — — — — — — — — — — 450,000 — 504,000 — 430,000 — 450,000 — — (333,334) — — — — — — — (9,683,634) — (300,000) (450,000) (733,334) (600,000) (560,000) — (100,000) — (120,000) — 900,000 N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A 330,000 N/A N/A N/A N/A 900,000 666,666 1,000,000 — — — — — — 24,900,773 34,584,407 1,950,000 2,250,000 760,000 1,493,334 504,000 1,064,000 — 430,000 330,000 450,000 HOLDINGS AT END OF YEAR VESTED DURING THE YEAR EXERCISABLE AT END OF YEAR Non-Executive Directors Wrixon Gasteen 2016 2015 666,666 1,000,000 Executive Directors and Other Key Management Personnel Richard Cottee Michael Herrington1 Daniel White Leon Devaney Michael Bucknill2 Robbert Willink 2016 2015 2016 2015 2016 2015 2016 2015 2016 2015 2016 2015 24,900,773 34,584,407 1,950,000 2,250,000 760,000 1,493,334 504,000 1,064,000 N/A 430,000 330,000 450,000 1 Mr Herrington retired as director 26 November 2014. 2 Mr Bucknill’s position was made redundant, effective 26 February 2016. — — — — — — — — — — — 100,000 — 120,000 — 333,333 — 9,683,634 — 300,000 — 733,334 — 560,000 — 100,000 — 120,000 For each grant of options included in the Tables 1 to 5 above, the percentage of the grant that was vested and the percentage that was forfeited because the person did not meet the performance or service criteria are set out below. The options vest over a range of time frames provided the vesting conditions are met. No options will vest if the conditions are not satisfied, hence the minimum value of the option yet to vest is Nil. The maximum value of the options yet to vest has been determined as the amount of the grant date fair value of the options that is yet to be expensed. 2016 ANNUAL REPORT CENTRAL PETROLEUM LIMITED 28 DIRECTORS’ REPORT FOR THE YEAR ENDED 30 JUNE 2016 SHARE BASED COMPENSATION BENEFITS (OPTIONS) NAME Year Granted Andrew Whittle1 Wrixon Gasteen Richard Cottee Michael Herrington Daniel White Leon Devaney Michael Bucknill2 Robbert Willink 2013 2013 2013 2014 2013 2015 2014 2012 2015 2014 2015 2015 Vested % 33 33 28 — 33 — 100 100 — 100 23 27 Forfeited % — — — 25 — — — — — — — — Financial Years in which Options may Vest Maximum Value of Grant yet to Vest $ 2013 to 2018 2013 to 2018 2013 to 2018 2014 to 2018 2013 to 2018 2015 to 2018 — — 2015 to 2018 2014 to 2016 2015 to 2018 2015 to 2018 — 9,451 1,640,268 1,570 8,506 587 — — 658 — — 553 1 Mr Whittle resigned as director 2 November 2015. 2 Mr Bucknill’s position was made redundant effective 26 February 2016. Deferred Share Holdings of Key Management Personnel Under the Group’s Employee Rights Plan, eligible employees may receive rights to deferred shares of Central Petroleum Limited. The rights are granted in respect of a plan year which commences 1 July each year. The share rights remain unvested until the end of the performance period, which is three years commencing from the start of each plan year. Eligible employees must still be in the employment of Central Petroleum Limited as at the vesting date for the rights to vest. Final vesting percentages are determined by a combination of performance hurdles in respect of a combination of absolute total shareholder return and relative total shareholder return compared to a specific group of exploration and production companies as determined by the Board. The number of rights to be granted to eligible employees is determined based on the maximum long term incentive amount applicable for each employee, being either a fixed dollar amount or a percentage of the employee’s base salary, divided by the volume weighted average share price (“VWAP”) at the start of the plan year. The maximum number of rights to ordinary shares in the Company under the long term incentive plan held during the financial year by other key management personnel of the Consolidated Entity, including their personally related parties, are set out below: Table 6: Deferred Share Holdings of Key Management Personnel NUMBER OF RIGHTS HELD AT START OF YEAR MAXIMUM NUMBER GRANTED AS COMPENSATION CANCELLED DURING THE YEAR CONVERTED TO SHARES NUMBER OF RIGHTS HELD AT END OF YEAR (UNVESTED) Executive Directors and Other Key Management Personnel Richard Cottee Michael Herrington Daniel White Leon Devaney Michael Bucknill1 Robbert Willink 2016 2015 2016 2015 2016 2015 2016 2015 2016 2015 2016 2015 — — — — 330,000 — 278,571 — 274,285 — 262,286 — 2,104,904 — 930,000 — 770,000 330,000 783,000 278,571 640,000 274,285 — 262,286 — — — — — — — — (914,285) — — — 1 Mr Bucknill’s position was made redundant effective 26 February 2016 — — — — — — — — — — — — 2,104,904 — 930,000 — 1,100,000 330,000 1,061,571 278,571 — 274,285 262,286 262,286 29 CENTRAL PETROLEUM LIMITED 2016 ANNUAL REPORT DIRECTORS’ REPORT FOR THE YEAR ENDED 30 JUNE 2016 H. Executive Service Agreements The details of service agreements of the key management personnel of the Consolidated Entity are as follows: Richard Cottee, Managing Director and Chief Executive Officer The term of the agreement expires 29 June 2018. • • Mr Cottee’s base salary is presently $576,537 per annum. In addition, superannuation at 9.5% subject to the statutory limit is applicable. The salary is reviewed annually. • In order to terminate employment, a 3-month period of notice is required by either party, except in certain exceptional circumstances (such as breach or gross misconduct) where a shorter time applies. Mike Herrington, Executive Director and Chief Operating Officer The term of the agreement expires 29 January 2019. • • Mr Herrington’s base salary is presently $467,300 per annum. In addition, superannuation at 9.5% is applicable. The salary is reviewed annually. • In order to terminate employment, a 3-month period of notice is required by either party, except in certain exceptional circumstances (such as breach or gross misconduct) where a shorter time applies. Leon Devaney, Chief Financial Officer The term of the agreement expires 16 November 2018. • • Mr Devaney’s base salary is presently $393,460 per annum. In addition, superannuation at 9.5% is applicable. The salary is reviewed annually. • In order to terminate employment, a 3-month period of notice is required by either party, except in certain exceptional circumstances (such as breach or gross misconduct) where a shorter time applies. Daniel White, Group General Counsel and Company Secretary The term of the agreement expires 29 November 2017. • • Mr White’s base salary is presently $386,900 per annum. In addition, superannuation at 9.5% is applicable. The salary is reviewed annually. • In order to terminate employment, a 3-month period of notice is required by either party, except in certain exceptional circumstances (such as breach or gross misconduct) where a shorter time applies. Michael Bucknill, General Manager, Exploration • Mr Bucknill’s employment was terminated on the basis of redundancy effective 26 February 2016. • Mr Bucknill’s base salary was $320,000 per annum. In addition, superannuation at 9.5% was applicable. Robbert Willink, Exploration Advisor • The term of the agreement expires 30 June 2017 with the exception that for the amount of time that Mr Willink’s employment remains in abeyance, an equal equivalent amount of time shall be added to the duration of the original employment term, thus extending the end date of the current agreement. • Mr Willink’s employment status was changed to a part-time basis from 4 January and is currently in abeyance, effective from 1 March 2016. • Mr Willink’s base salary is presently $62,769 per annum based on current working arrangements when abeyance is not in effect. In addition, superannuation at 9.5% is applicable. The salary is reviewed annually. • In order to terminate employment, a three week period of notice is required by either party (an additional one week period of notice is required to be provided by the Company), except in certain exceptional circumstances (such as breach or gross misconduct) where a shorter time applies. 2016 ANNUAL REPORT CENTRAL PETROLEUM LIMITED 30 DIRECTORS’ REPORT FOR THE YEAR ENDED 30 JUNE 2016 I. Non-Executive Director Fee Arrangements The Company has engaged all directors pursuant to written service agreements. The terms of appointment are subject to the Company’s constitution. The Company maintains an appropriate level of Directors’ and Officers’ Liability Insurance and provide rights relating to indemnity, insurance, and access to documents. The table below summarises the non-executive director fees for 2016. BOARD FEES (PER ANNUM) Chairman Non-Executive Director COMMITTEE FEES (PER ANNUM) Audit & Risk Remuneration & Nominations Chair Member Chair Member $95,000.00 $65,000.00 $10,000.00 $5,000.00 $10,000.00 $5,000.00 The directors also receive superannuation benefits except for Mr Wilson, who resides outside of Australia. Signed in accordance with a resolution of the directors: Richard Cottee Managing Director Brisbane 21 September 2016 31 CENTRAL PETROLEUM LIMITED 2016 ANNUAL REPORT AUDITOR’S INDEPENDENCE DECLARATION 30 JUNE 2016 2016 ANNUAL REPORT CENTRAL PETROLEUM LIMITED 32 CORPORATE GOVERNANCE STATEMENT Central Petroleum Limited and the Board are committed to achieving and demonstrating high standards of corporate governance. The Company has reviewed its corporate governance practices against the Corporate Governance Principles and Recommendations (3rd edition) published by the ASX Corporate Governance Council. The 2016 Corporate Governance Statement is dated as at 30 June 2016 and reflects the corporate governance practices in place throughout the 2016 financial year. The Company’s Corporate Governance Statement undergoes periodic review by the Board. A description of the Group’s current corporate governance practices is set out in the Group’s Corporate Governance Statement which can be viewed at www.centralpetroleum.com.au/about/corporate-governance/. 33 CENTRAL PETROLEUM LIMITED 2016 ANNUAL REPORT FINANCIAL REPORT CONTENTS Financial Statements Consolidated Statement of Profit or Loss and Other Comprehensive Income ................... 35 Consolidated Statement of Financial Position .................................................................... 36 Consolidated Statement of Changes in Equity .................................................................... 37 Consolidated Statement of Cash Flows .............................................................................. 38 Notes to the Consolidated Financial Statements ............................................................................... 39 Directors’ Declaration ......................................................................................................................... 81 Independent Auditor’s Report to the Members ................................................................................ 82 ASX Additional Information ................................................................................................................ 84 Interests in Petroleum Permits and Pipeline Licences ....................................................................... 86 These Financial Statements are the consolidated financial statements of the Group, consisting of Central Petroleum Limited and its subsidiaries. The Financial Statements are presented in Australian currency. Central Petroleum Limited is a company limited by shares, incorporated and domiciled in Australia. Its registered office and principal place of business is: Level 7, 369 Ann Street Brisbane, Queensland 4000 A description of the nature of the Consolidated Entity’s operations and its principal activities is included in the review of operations and activities which forms part of the directors’ report on pages 4 to 31. These pages are not part of these financial statements. The financial statements were authorised for issue by the directors on 21 September 2016. The directors have the power to amend and reissue the financial statements. Through the use of the internet we have ensured that our corporate reporting is timely and complete. Press releases, financial reports and other information are available via the links on our website: www.centralpetroleum.com.au. 2016 ANNUAL REPORT CENTRAL PETROLEUM LIMITED 34 CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME FOR THE YEAR ENDED 30 JUNE 2016 Revenue from the sale of goods Other revenue from customers Cost of sales Gross profit Other income Share based employment benefits General and administrative expenses Depreciation and amortisation Employee benefits and associated costs Exploration expenditure Restructure of future contingent commitments Finance costs Impairment expense Loss before income tax Income tax credit Loss for the year NOTE 24(a) 24(a) 2 33(d) 3(a) 3(b) 3(a) 3(a) 4 22 2016 $ 2015 $ 22,642,569 1,220,000 (14,060,704) 10,313,266 – (10,117,038) 9,801,865 196,228 259,939 (2,235,544) (505,674) (8,404,153) (4,478,454) (4,025,627) (1,725,000) (8,290,599) (1,437,045) 7,480,298 (2,246,683) (1,938,425) (2,707,589) (5,018,180) (7,655,931) — (3,748,714) (12,092,042) (21,040,292) (27,731,038) — — (21,040,292) (27,731,038) Other comprehensive loss for the year, net of tax — — Total comprehensive loss for the year (21,040,292) (27,731,038) Total comprehensive loss attributable to members of the parent entity (21,040,292) (27,731,038) Basic and diluted loss per share (cents) 23 (5.16) (7.63) The accompanying notes form part of these financial statements. 35 CENTRAL PETROLEUM LIMITED 2016 ANNUAL REPORT CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 30 JUNE 2016 ASSETS Current assets Cash and cash equivalents Trade and other receivables Inventories Assets held for sale Total current assets Non-current assets Property, plant and equipment Exploration assets Intangible assets Other financial assets Goodwill Total non-current assets Total assets LIABILITIES Current liabilities Trade and other payables Deferred revenue Interest-bearing liabilities Provisions Total current liabilities Non-current liabilities Trade and other payables Deferred revenue Interest-bearing liabilities Other financial liabilities Provisions Total non-current liabilities Total liabilities Net assets EQUITY Contributed equity Reserves Accumulated losses Total equity NOTE 2016 $ 2015 $ 6 7 8 9 10 11 12 13 14 15 16 17 18 15 16 17 19 18 15,115,699 3,787,278 3,592,561 — 3,516,139 5,869,332 2,136,673 1,755,736 22,495,538 13,277,880 113,783,254 8,898,767 82,393 2,208,624 3,906,270 58,577,415 8,898,767 12,052 2,075,733 3,906,270 128,879,308 73,470,237 151,374,846 86,748,117 6,896,389 2,714,334 3,784,194 3,766,713 7,707,897 — 7,921,129 2,060,330 17,161,630 17,689,356 2,621,694 1,253,074 81,916,860 11,765,271 20,138,707 — — 39,536,722 — 6,375,539 117,695,606 45,912,261 134,857,236 63,601,617 16,517,610 23,146,500 20 21 22 172,301,532 19,590,431 (175,374,353) 160,785,182 16,695,379 (154,334,061) 16,517,610 23,146,500 The accompanying notes form part of these financial statements. 2016 ANNUAL REPORT CENTRAL PETROLEUM LIMITED 36 CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 30 JUNE 2016 CONTRIBUTED EQUITY $ RESERVES $ ACCUMULATED LOSSES $ TOTAL $ Balance at 1 July 2014 155,223,040 14,448,696 (126,603,023) 43,068,713 Total loss for the year Other comprehensive loss Total comprehensive loss for the year — — — — — — (27,731,038) — (27,731,038) — (27,731,038) (27,731,038) Transactions with owners in their capacity as owners Share based payments Options issued for financing Share and option issues Share issue costs — — 6,000,000 (437,858) 5,562,142 2,246,683 — — — 2,246,683 — — — — — 2,246,683 — 6,000,000 (437,858) 7,808,825 Balance at 30 June 2015 160,785,182 16,695,379 (154,334,061) 23,146,500 Total loss for the year Other comprehensive loss Total comprehensive loss for the year — — — — — — (21,040,292) — (21,040,292) — (21,040,292) (21,040,292) Transactions with owners in their capacity as owners Share based payments Options issued for financing Share and option issues Share issue costs — — 12,250,990 (734,640) 11,516,350 2,235,544 659,508 — — 2,895,052 — — — — — 2,235,544 659,508 12,250,990 (734,640) 14,411,402 Balance at 30 June 2016 172,301,532 19,590,431 (175,374,353) 16,517,610 The accompanying notes form part of these financial statements. The accompanying notes form part of these financial statements. 37 CENTRAL PETROLEUM LIMITED 2016 ANNUAL REPORT CONSOLIDATED STATEMENT OF CASH FLOW FOR THE YEAR ENDED 30 JUNE 2016 Cash flows from operating activities Receipts from customers Interest received Other income Interest and borrowing costs Payments for restructuring future contingent commitments Payments to suppliers and employees (inclusive of GST) Net cash (outflow) / inflow from operating activities Cash flows from investing activities Payments for property, plant and equipment Payments for interest in Mereenie Joint Venture Proceeds from sale of property, plant and equipment Redemption / (Acquisition) of security deposits and bonds Net cash inflow / (outflow) from investing activities Cash flows from financing activities Proceeds from the issue of shares and options Proceeds from borrowings and other financing arrangements Repayment of borrowings Net cash inflow from financing activities NOTE 2016 $ 2015 $ 3(b) 28 26,674,618 239,221 4,073,057 (7,298,231) (1,725,000) (22,834,261) 10,980,363 143,396 3,420,536 (286,761) — (24,857,867) (870,596) (10,600,333) (1,831,972) (47,073,161) 354,360 101,759 (21,776,201) — 960,000 345,352 (48,449,014) (20,470,849) 11,516,350 53,025,000 (3,622,180) 5,562,142 19,000,000 (305,295) 60,919,170 24,256,847 Net (decrease)/increase in cash and cash equivalents 11,599,560 (6,814,335) Cash and cash equivalents at the beginning of the financial year 3,516,139 10,330,474 Cash and cash equivalents at the end of the financial year 6 15,115,699 3,516,139 The accompanying notes form part of these financial statements. 2016 ANNUAL REPORT CENTRAL PETROLEUM LIMITED 38 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2016 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The principal accounting policies adopted in the preparation of these consolidated financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated. The financial statements are for the consolidated entity consisting of Central Petroleum Limited (“the Company”) and its subsidiaries (collectively “the Group” or “the Consolidated Entity”). (a) Basis of Preparation These general purpose financial statements have been prepared in accordance with Australian Accounting Standards and Interpretations issued by the Australian Accounting Standards Board and the Corporations Act 2001. Central Petroleum Limited is a for-profit entity for the purpose of preparing the financial statements. (i) Going Concern The consolidated financial statements of the Group have been prepared on a going concern basis, which contemplates continuity of business activities and realisation of assets and the settlement of liabilities in the ordinary course of business. For the year ended 30 June 2016 the Group incurred a loss before tax of $21,040,292 (2015: $27,731,038), net cash outflow from operating activities of $870,596 (2015: outflow of $10,600,333) and as of that date, the Group’s net current assets were $5,333,908 (2015: net current liabilities of $4,411,476). EBITDAX from oil and gas production activities was $9,877,081 (2015: $196,228). As at 30 June 2016 the Group had cash assets including joint arrangement balances amounting to $15,115,699 (2015: $3,516,139). The Group continually monitors its cash flow requirements to ensure that it has sufficient funds to meet its contractual commitments and adjusts its spending, particularly with respect to discretionary exploration activity and corporate overhead, accordingly. The directors have also, during the year, undertaken a strategic review of the Group’s operations and portfolio. The result of the strategic review has, amongst other things, led to a reduction in the Group’s overheads and a number of initiatives to streamline the Group’s business. As supported by the cash assets at 30 June 2016, the Group will, over at least the next 12-months, have sufficient funds to meet its commitments and continue to pay its debts as and when they fall due and payable. This increase in cash assets was achieved primarily by a share placement and share purchase plan which resulted in additional equity funds of $12.2 million and the entering into a 5.2 PJ pre-paid gas sale agreement with Macquarie Bank Limited which also enabled the Company to fully fund the $10 million deferred purchase price for the Mereenie oil and gas field. Notwithstanding the above, in order to maintain sustained cash flows over the longer term, the primary focus for the Company is to secure new Gas Sales Agreements (“GSA”) in either the Northern Territory or east coast via the Northern Gas Pipeline (“NGP”), which is due for completion in 2018. In the unlikely event that the Group experiences an unexpected shortfall in cash flows, several alternative sources of funding are available for consideration and the one which is most aligned with creating shareholder value at the time will be selected. In addition to accessing new supportable debt generated by new GSA’s, two other notable sources of funding include a sell down of a partial interest in Central’s existing producing assets (Mereenie, Palm Valley and Dingo) or approaching the equity markets for a capital raising. Alternatively, a combination of the above could be implemented depending on the prevailing economic and market conditions. The directors believe that the Group will have sufficient funds throughout the next 12-months and will be able to meet its debts and commitments as they fall due and, accordingly, have prepared the Financial Statements on a going concern basis. (ii) Compliance with IFRS The consolidated financial statements of the Central Petroleum Limited Group also comply with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (“IASB”). (iii) Early Adoption of Standards The Group has not applied any pronouncements to the annual reporting period beginning on 1 July 2015 where such application would result in them being applied prior to them becoming mandatory. (iv) Historical Cost Convention These financial statements have been prepared under the historical cost convention. 39 CENTRAL PETROLEUM LIMITED 2016 ANNUAL REPORT NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2016 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) (a) Basis of Preparation (continued) (v) Critical Accounting Judgements and Key Sources of Estimate Uncertainty In the application of the Group’s accounting policies, management is required to make judgements, estimates and assumptions regarding carrying values of assets and liabilities that are not readily apparent from other sources. The estimates and assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgements. Actual results may differ from these estimates. Key judgements in applying the entity’s accounting policies are required in the following areas: Rehabilitation The Group recognises any obligations for removal and restoration that are incurred during a particular period as a consequence of having undertaken exploration and evaluation activity. The Group makes provision for future restoration expenditure relating to work previously undertaken based on management’s estimation of the work required. Share-based Payments The Group is required to use assumptions in respect of their fair value models, and the variable elements in these models, used in determining share based payments. The directors have used a model to value options and rights, which requires estimates and judgements to quantify the inputs used by the model. Impairment of Capitalised Exploration and Evaluation Expenditure The future recoverability of capitalised exploration and evaluation expenditure is dependent on a number of factors, including whether the Group decides to exploit the lease itself or, if not, whether it successfully recovers the related exploration and evaluation expenditure through sale. Factors that impact recoverability may include, but are not limited to, the level of resources and reserves, the cost of production, legal changes and commodity price changes. Acquisition expenditure is capitalised if activities in the area of interest have not yet reached a stage that permits a reasonable assessment of the existence or otherwise of economically recoverable reserves. To the extent that the capitalised acquisition expenditure is determined not to be recoverable in future, profits and net assets will be reduced in the period in which this determination is made. Impairment of Other Non-financial Assets Other non-financial assets, including property, plant and equipment and goodwill are tested for impairment annually or whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash inflows which are largely independent of the cash inflows from other assets or groups of assets (cash-generating units). The Group is required to use assumptions in respect of future commodity prices, foreign exchange rates, interest rates and operating costs in determining expected future cash flows from operations. Other Financial Liabilities The group may be required to use assumptions in respect of expected future gas prices in respect of gas sales agreements that contain a financial settlement option. The expected future financial settlements reference expected future gas sales prices and the terms of individual agreements. Taxation The Group’s accounting policy for taxation requires management’s judgement in relation to the types of arrangements considered to be a tax on income in contrast to an operating cost. Judgement is also made in assessing whether deferred tax assets and certain deferred tax liabilities are recognised on the Consolidated Statement of Financial Position. Deferred tax assets, including those arising from un-recouped tax losses, capital losses, and temporary differences arising from the Petroleum Resource Rent Tax (Imposition – General) Act 2011, are recognised only where it is considered more likely than not they will be recovered, which is dependent on the generation of sufficient future taxable profits. Judgements are also required about the application of income tax legislation. These judgements and assumptions are subject to risk and uncertainty, hence there is a possibility changes in circumstances will alter expectation, which may impact the amount of deferred tax assets and deferred tax liabilities recognised on the Consolidated Statement of Financial Position and the amount of other tax losses and temporary differences not yet recognised. In such circumstances, some or all of the carrying amounts of recognised deferred tax assets and liabilities may require adjustment, resulting in a corresponding credit or charge to the Consolidated Statement of Comprehensive Income. 2016 ANNUAL REPORT CENTRAL PETROLEUM LIMITED 40 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2016 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) (b) Principles of Consolidation (i) Subsidiaries The consolidated financial statements incorporate the assets and liabilities of all subsidiaries of Central Petroleum Limited (“the Company” or “Parent Entity”) as at 30 June and the results of all subsidiaries for the year then ended. Central Petroleum Limited and its subsidiaries together are referred to in this financial report as “the Group” or “the Consolidated Entity”. Subsidiaries are all entities (including structured entities) over which the group has control. The group controls an entity when the group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power to direct the activities of the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the group. They are deconsolidated from the date that control ceases. The acquisition method is used to account for business combinations by the Group. Intercompany transactions, balances and unrealised gains on transactions between Group companies are eliminated. Unrealised losses are also eliminated unless the transaction provides evidence of the impairment of the asset transferred. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Group. Non-controlling interests (if applicable) in the results and equity of subsidiaries are shown separately in the statement of comprehensive income, statement of changes in equity and statement of financial position respectively. (ii) Joint Arrangements The Group’s investments in joint arrangements are classified as either joint operations or joint ventures; depending on the contractual rights and obligations each investor has, rather than the legal structure of the joint arrangement. The Group’s exploration and production activities are conducted through joint arrangements governed by joint operating agreements or similar contractual relationships. A joint operation involves the joint control, and often the joint ownership, of one or more assets contributed to, or acquired for the purpose of, the joint operation and dedicated to the purposes of the joint operation. The assets are used to obtain benefits for the parties to the joint operation. Each party may take a share of the output from the assets and each bears an agreed share of expenses incurred. Each party has control over its share of future economic benefits through its share of the joint operation. The interests of the Group in joint operations are brought to account by recognising in the financial statements the Group’s share of jointly controlled assets, share of expenses and liabilities incurred, and the income from the sale or use of its share of the production of the joint operation in accordance with the revenue policy in note 1(e). Details of the joint operations are set out in Note 35. (c) Segment Reporting Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker. The chief operating decision maker, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the Executive Management Team. (d) Foreign Currency Translation (i) Functional and Presentation Currency Items included in the financial statements of each of the Group’s entities are measured using the currency of the primary economic environment in which the entity operates (the “functional currency”). The consolidated financial statements are presented in Australian dollars, which is Central Petroleum Limited’s functional currency and presentation currency. (ii) Transactions and Balances Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss, except when they are deferred in equity as qualifying cash flow hedges and qualifying net investment hedges or are attributable to part of the net investment in a foreign operation. 41 CENTRAL PETROLEUM LIMITED 2016 ANNUAL REPORT NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2016 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) (e) Revenue Recognition Revenue is recognised and measured at the fair value of the consideration received or receivable to the extent it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. The following specific recognition criteria must also be met before revenue is recognised: (i) Sale of Oil and Gas / Deferred Revenue Revenue is recognised when the significant risks and rewards of ownership of the product have passed to the buyer and the amount of revenue can be measured reliably. Risks and rewards are considered to have passed to the buyer at the time of delivery of the product to the customer. Revenue from take or pay contracts is recognised in earnings when the product is taken by the customer or their right to take product expires. It is recorded as deferred revenue when it has not been taken and a right to take it in future still exists. (ii) Interest Income Interest revenue is recognised on a time proportionate basis that takes into account the effective yield on the financial assets. (f) Government Grants Grants from the government, including research and development concessions, are recognised at their fair value where there is a reasonable assurance that the grant or refund will be received and the Group has or will comply with any conditions attaching to the grant or refund. Research and development grants are recognised as other income in the profit and loss where they relate to exploration expenditure which has been expensed in the profit and loss. (g) Income Tax The income tax expense or revenue for the period is the tax payable on the current period’s taxable income based on the applicable income tax rate adjusted by changes in deferred tax assets and liabilities attributable to temporary differences and to unused tax losses. The current income tax charge is calculated on the basis of the tax laws enacted or substantially enacted at the end of the reporting period in the countries where entities in the Group generate taxable income. Deferred tax is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements. Deferred tax liabilities are not recognised if they arise from the initial recognition of goodwill. Deferred tax is also not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that, at the time of the transaction, affects neither accounting nor taxable profit or loss. Deferred income tax is determined using tax rates (and laws) that have been enacted or substantially enacted by the end of the reporting period and are expected to apply when the related deferred income tax asset is realised or the deferred income tax liability is settled. Deferred tax assets are recognised for deductible temporary differences and unused tax losses only if it is probable that future taxable amounts will be available to utilise those temporary differences and losses. Deferred tax liabilities and assets are not recognised for temporary differences between the carrying amount and tax bases of investments in foreign operations where the Group is able to control the timing of the reversal of the temporary differences and it is probable that the differences will not reverse in the foreseeable future. Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets and liabilities and when the deferred tax balances relate to the same taxation authority. Current tax assets and tax liabilities are offset where the entity has a legally enforceable right to offset and intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously. Central Petroleum Limited and its wholly-owned Australian controlled entities have implemented the tax consolidation legislation. As a consequence, these entities are taxed as a single entity and the deferred tax assets and liabilities of these entities are set off in the consolidated financial statements. Current and deferred tax is recognised in profit or loss, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case, the tax is also recognised in other comprehensive income or directly in equity, respectively. 2016 ANNUAL REPORT CENTRAL PETROLEUM LIMITED 42 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2016 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) (h) Leases Leases of property, plant and equipment where the Group, as lessee, has substantially all the risks and rewards of ownership are classified as finance leases. Finance leases are capitalised at the lease's inception at the fair value of the leased property or, if lower, the present value of the minimum lease payments. The corresponding rental obligations, net of finance charges, are included in other short-term and long-term payables. Each lease payment is allocated between the liability and finance cost. The finance cost is charged to the profit or loss over the lease period so as to produce a constant periodic rate of interest on the remaining balance of the liability for each period. The property, plant and equipment acquired under finance leases is depreciated over the asset's useful life or over the shorter of the asset's useful life and the lease term if there is no reasonable certainty that the Group will obtain ownership at the end of the lease term. Capitalised leased assets are depreciated over the shorter of the estimated useful life of the asset and the lease term if there is no reasonable certainty that the Consolidated Entity will obtain ownership by the end of the lease term. Leases in which a significant portion of the risks and rewards of ownership are not transferred to the Group as lessee are classified as operating leases (Note 32(b)). Payments made under operating leases (net of any incentives received from the lessor) are charged to profit or loss on a straight-line basis over the period of the lease. (i) Impairment of Assets Goodwill and intangible assets that have an indefinite useful life are not subject to amortisation and are tested annually for impairment, or more frequently if events or changes in circumstances indicate that they might be impaired. Other assets are tested for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash inflows which are largely independent of the cash inflows from other assets or groups of assets (cash- generating units). Non-financial assets other than goodwill that suffered impairment are reviewed for possible reversal of the impairment at the end of each reporting period. (j) Cash and Cash Equivalents For the purpose of presentation in the statement of cash flows, cash and cash equivalents includes cash on hand, deposits held at call with financial institutions, other short-term, highly liquid investments with original maturities of 3-months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value, and bank overdrafts. Bank overdrafts (if applicable) are shown within borrowings in current liabilities in the statement of financial position. (k) Trade Receivables Trade receivables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method, less provision for impairment. Trade receivables are generally due for settlement within 90 days. They are presented as current assets unless collection is not expected for more than 12-months after the reporting date. Collectability of trade receivables is reviewed on an ongoing basis. Debts which are known to be uncollectible are written off by reducing the carrying amount directly. An allowance account (provision for impairment of trade receivables) is used when there is objective evidence that the Group will not be able to collect all amounts due according to the original terms of the receivables. Significant financial difficulties of the debtor, probability that the debtor will enter bankruptcy or financial reorganisation, and default or delinquency in payments (more than 90 days overdue) are considered indicators that the trade receivable is impaired. The amount of the impairment allowance is the difference between the asset's carrying amount and the present value of estimated future cash flows, discounted at the original effective interest rate. Cash flows relating to short-term receivables are not discounted if the effect of discounting is immaterial. The amount of the impairment loss is recognised in profit or loss within other expenses. When a trade receivable for which an impairment allowance had been recognised becomes uncollectible in a subsequent period, it is written off against the allowance account. Subsequent recoveries of amounts previously written off are credited against other expenses in profit or loss. (l) Inventories Inventories comprise hydrocarbon stocks, drilling materials and spare parts and are valued at the lower of cost and net realisable value. Costs are assigned to individual items of inventory on a first in first out cost basis. Cost of inventory includes the purchase price after deducting any rebates and discounts, as well as any associated freight charges. Net realisable value is the estimated selling price in the ordinary course of business less the estimated costs necessary to make the sale. 43 CENTRAL PETROLEUM LIMITED 2016 ANNUAL REPORT NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2016 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) (m) Other Financial Assets Classification The Group’s financial assets consist of loans and receivables. These are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They are included in current assets, except for those with maturities greater than 12-months after the reporting period which are classified as non-current assets. Loans and receivables are included in trade and other receivables (Note 7) and other financial assets (Note 13) in the statement of financial position. Amounts paid as performance bonds or amounts held as security for bank guarantees in satisfaction of performance bonds are classified as other financial assets. Measurement At initial recognition, the Group measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or loss, transaction costs that are directly attributable to the acquisition of the financial asset. Transaction costs of financial assets carried at fair value through profit or loss are expensed in profit or loss. Loans and receivables are subsequently carried at amortised cost using the effective interest method. (n) Property, Plant and Equipment – Development and Production Assets Assets in Development The costs of oil and gas properties in the development phase are separately accounted for and include costs transferred from exploration and evaluation assets once technical feasibility and commercial viability of an area of interest are demonstrable, and all development drilling and other subsurface expenditure completed. When production commences, the accumulated costs are transferred to producing areas of interest except for land and buildings and surface plant and equipment associated with development assets which are recorded in the land and buildings and plant and equipment categories respectively. Producing Assets The costs of oil and gas properties in production are separately accounted for and include costs transferred from exploration and evaluation assets, transferred development assets and the ongoing costs of continuing to develop reserves for production including an estimate of the costs to restore the site. Land and buildings and surface plant and equipment associated with producing areas of interest are recorded in the other land and buildings and other plant and equipment categories respectively. Depreciation of producing assets is calculated using the units of production method for an asset or group of assets from the date of commencement of production. Depletion charges are calculated using the units of production method which will amortise the cost of carried forward exploration, evaluation and subsurface development expenditure (“subsurface assets”) over the life of the estimated Proven plus Probable (2P) hydrocarbon reserves for an asset or group of assets, together with future subsurface costs necessary to develop the hydrocarbon reserves included in the calculation. (o) Property, Plant and Equipment – Other than Development and Production Assets All property, plant and equipment is stated at historical cost less depreciation. Historical cost includes expenditure that is directly attributable to the acquisition of the items. Cost may also include transfers from equity of any gains or losses on qualifying cash flow hedges of foreign currency purchases of property, plant and equipment. Subsequent costs are included in the asset's carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. The carrying amount of any component accounted for as a separate asset is derecognised when replaced. All other repairs and maintenance costs are charged to profit or loss during the reporting period in which they are incurred. Land is not depreciated. Depreciation of plant and equipment is calculated on a reducing balance basis so as to write off the net costs of each asset over the expected useful life. The assets' residual values and useful lives are reviewed, and adjusted if appropriate, at each statement of financial position date. An asset's carrying amount is written down immediately to its recoverable amount if the asset's carrying amount is greater than its estimated recoverable amount. Gains and losses on disposals are determined by comparing proceeds with the carrying amount. These are included in the profit or loss. 2016 ANNUAL REPORT CENTRAL PETROLEUM LIMITED 44 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2016 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) (o) Property, Plant and Equipment – Other than Development and Production Assets (continued) The expected useful life for each class of depreciable assets is: Class of Fixed Asset Buildings Leasehold Improvements Plant and Equipment Motor Vehicles Expected Useful Life 40 years 2 – 6 years 2 – 30 years 5 – 10 years (p) Exploration Expenditure Exploration and evaluation costs are expensed as incurred. Acquisition costs of rights to explore are capitalised in respect of each separate area of interest and carried forward where right of tenure of the area of interest is current. These costs are expected to be recouped through sale or successful development and exploitation of the area of interest or where exploration and evaluation activities in the area of interest have not yet reached a stage that permits reasonable assessment of the existence of economically recoverable reserves. When an area of interest is abandoned or the directors decide that it is not commercial, any accumulated costs in respect of that area are written off in the financial period the decision is made. Each area of interest is also reviewed at the end of each accounting period and accumulated costs written off to the extent that they will not be recoverable in the future. Amortisation is not charged on costs carried forward in respect of areas of interest in the development phase until production commences. (q) Goodwill Goodwill arising on the acquisition of subsidiaries is not amortised but it is tested for impairment annually, or more frequently if events or changes in circumstances indicate a potential impairment. Goodwill is carried at cost less accumulated impairment losses. Goodwill is allocated to cash generating units for the purpose of impairment testing. The allocation is made to those cash-generating units or groups of cash-generating units that are expected to benefit from the business combination in which the goodwill arose. The units or groups of units are identified at the lowest level at which goodwill is monitored for internal management purposes, being the operating segments (Note 24). (r) Trade and Other Payables These amounts represent liabilities for goods and services provided to the Group prior to the end of financial year which are unpaid. The amounts are unsecured and are usually paid within 30 days of recognition, except contributions to Joint Arrangements that are settled in line with the Joint Operating Agreements. Trade and other payables are presented as current liabilities unless payment is not due within 12-months from the reporting date. They are recognised initially at their fair value and subsequently measured at amortised cost using the effective interest method. (s) Provisions (i) Restoration The Group records the present value of the estimated cost of legal and constructive obligations to restore operating locations in the period in which the obligation arises. The nature of restoration activities includes the removal of facilities, abandonment of wells and restoration of affected areas. A restoration provision is recognised and updated at different stages of the development and construction of a facility and then reviewed on an annual basis. When the liability is initially recorded, the estimated cost is capitalised by increasing the carrying amount of the related exploration and evaluation assets or property plant and equipment. Over time, the liability is increased for the change in the present value based on a pre-tax discount rate appropriate to the risks inherent in the liability. The unwinding of the discount is recorded as an accretion charge within finance costs. The carrying amount capitalised in property plant and equipment is depreciated over the useful life of the related producing asset (refer to Note 1(n)). Costs incurred that relate to an existing condition caused by past operations and do not have a future economic benefit are expensed. 45 CENTRAL PETROLEUM LIMITED 2016 ANNUAL REPORT NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2016 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) (s) Provisions (continued) (ii) Onerous Contracts An Onerous Contracts provision is recognised where the unavoidable costs of meeting obligations under the contract exceeds the value of the economic benefits expected to be received under the contract. (iii) Other Provisions for legal claims and make good obligations are recognised when the Group has a present legal or constructive obligation as a result of past events, it is probable that an outflow of resources will be required to settle the obligation and the amount has been reliably estimated. Provisions are not recognised for future operating losses. Where there are a number of similar obligations, the likelihood that an outflow will be required in settlement is determined by considering the class of obligations as a whole. A provision is recognised even if the likelihood of an outflow with respect to any one item included in the same class of obligations may be small. Provisions are measured at the present value of management’s best estimate of the expenditure required to settle the present obligation at the end of the reporting period. The discount rate used to determine the present value is a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability. The increase in the provision due to the passage of time is recognised as interest expense. (t) Employee Benefits (i) Short-term Obligations Liabilities for wages and salaries, including non-monetary benefits, annual leave and long service leave expected to be settled within 12-months after the end of the period in which the employees render the related service are recognised in respect of employees' services up to the end of the reporting period and are measured at the amounts expected to be paid when the liabilities are settled. The liability for annual leave and long service leave is recognised in the provision for employee benefits. All other short-term employee benefit obligations (ii) Other Long-term Employee Benefit Obligations The liability for long service leave which is not expected to be settled within 12-months after the end of the period in which the employees render the related service is recognised in the provision for employee benefits and measured as the present value of expected future payments to be made in respect of services provided by employees up to the end of the reporting period. Consideration is given to expected future wage and salary levels, experience of employee departures and periods of service. Expected future payments are discounted using market yields at the end of the reporting period with terms to maturity and currency that match, as closely as possible, the estimated future cash outflows. (iii) Share-based Payments Share-based compensation benefits are provided to employees (including directors) by Central Petroleum Limited. The fair value of options or rights granted is recognised as an employee benefits expense with a corresponding increase in equity. The total amount to be expensed is determined by reference to the fair value of the options granted, which includes any market performance conditions and the impact of any non-vesting conditions but excludes the impact of any service and non-market performance vesting conditions. Non-market vesting conditions are included in assumptions about the number of options that are expected to vest. The total expense is recognised over the vesting period, which is the period over which all of the specified vesting conditions are to be satisfied. At the end of each period, the entity revises its estimates of the number of options that are expected to vest based on the non-market vesting conditions. It recognises the impact of the revision to original estimates, if any, in profit or loss, with a corresponding adjustment to equity. (iv) Termination Benefits Termination benefits are payable when employment is terminated by the Group before the normal retirement date, or when an employee accepts voluntary redundancy in exchange for these benefits. The Group recognises termination benefits at the earlier of the following dates: (a) when the Group can no longer withdraw the offer of those benefits; and (b) when the entity recognises costs for a restructuring that is within the scope of AASB 137 and involves the payment of terminations benefits. In the case of an offer made to encourage voluntary redundancy, the termination benefits are measured based on the number of employees expected to accept the offer. Benefits falling due more than 12-months after the end of the reporting period are discounted to present value. 2016 ANNUAL REPORT CENTRAL PETROLEUM LIMITED 46 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2016 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) (u) Contributed Equity Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds. (v) Dividends Provision is made for the amount of any dividend declared, being appropriately authorised and no longer at the discretion of the entity, on or before the end of the reporting period but not distributed at the end of the reporting period. (w) Earnings Per Share (i) Basic Earnings Per Share Basic earnings per share is calculated by dividing the profit attributable to owners of the Company, excluding any costs of servicing equity other than ordinary shares, by the weighted average number of ordinary shares outstanding during the financial year. (ii) Diluted Earnings Per Share Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into account the after income tax effect of interest and other financing costs associated with dilutive potential ordinary shares and the weighted average number of additional ordinary shares that would have been outstanding assuming the exercise of all dilutive potential ordinary shares. (x) Goods and Services Tax (GST) Revenues, expenses and assets are recognised net of the amount of GST, unless the GST incurred is not recoverable from the taxation authority. In this case it is recognised as part of the cost of acquisition of the asset or as part of the expense. Receivables and payables are stated inclusive of the amount of GST receivable or payable. The net amount of GST recoverable from, or payable to, the taxation authority is included with other receivables or payables in the statement of financial position. Cash flows are presented on a gross basis. The GST components of cash flows arising from investing or financing activities which are recoverable from, or payable to the taxation authority, are presented as operating cash flows. (y) Parent Entity Financial Information The financial information for the Parent Entity, Central Petroleum Limited, disclosed in Note 25, has been prepared on the same basis as the consolidated financial statements except as set out below. (i) Investments in Subsidiaries, Associates and Joint Venture Entities Investments in subsidiaries, associates and joint venture entities are accounted for at cost in the financial statements of Central Petroleum Limited. (ii) Tax Consolidation Legislation Central Petroleum Limited and its wholly-owned Australian controlled entities have implemented the tax consolidation legislation. The head entity, Central Petroleum Limited, and the controlled entities in the tax consolidated Group account for their own current and deferred tax amounts where recognition of such is permitted under accounting standards. These tax amounts are measured as if each entity in the tax consolidated Group continues to be a standalone taxpayer in its own right. In addition to its own current and deferred tax amounts, Central Petroleum Limited also recognises the current tax liabilities or assets and the deferred tax assets arising from unused tax losses from controlled entities, where permitted to recognise such assets under accounting standards. 47 CENTRAL PETROLEUM LIMITED 2016 ANNUAL REPORT NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2016 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) (z) Business Combinations Business combinations are accounted for using the acquisition method. The cost of an acquisition is measured as the aggregate of the consideration transferred, measured at acquisition date fair value and the amount of any non-controlling interest in the acquiree. For each business combination, the Group elects whether it measures the non-controlling interest in the acquiree at fair value or at the proportionate share of the acquiree’s identifiable net assets. Acquisition costs incurred are expensed and included in administrative expenses. When the Group acquires a business, it assesses the financial assets and liabilities assumed for appropriate classification and designation in accordance with the contractual terms, economic circumstances and pertinent conditions as at the acquisition date. This includes the separation of embedded derivatives in host contracts by the acquiree. If the business combination is achieved in stages, the acquisition date fair value of the acquirer’s previously held equity interest in the acquiree is remeasured to fair value at the acquisition date through profit or loss. Any contingent consideration to be transferred by the acquirer will be recognised at fair value at the acquisition date. Subsequent changes to the fair value of the contingent consideration that is deemed to be an asset or liability will be recognised in accordance with AASB 139 in profit or loss. If the contingent consideration is classified as equity it will not be remeasured. Subsequent settlement is accounted for within equity. In instances where the contingent consideration does not fall within the scope of AASB 139, it is measured in accordance with the appropriate AASB. Goodwill is initially measured at cost, being the excess of the aggregate of the consideration transferred and the amount recognised for non-controlling interest over the net identifiable assets acquired and liabilities assumed. If this consideration is lower than the fair value of the net assets of the subsidiary acquired, the difference is recognised in profit or loss. After initial recognition, goodwill is measured at cost less any accumulated impairment losses. For the purpose of impairment testing, goodwill acquired in a business combination is, from the acquisition date, allocated to each of the Group’s cash-generating units that are expected to benefit from the combination, irrespective of whether other assets or liabilities of the acquirer are assigned to those units. Where goodwill forms part of the cash generating unit and part of the operation within that unit is disposed of, the goodwill associated with the operation disposed of is included in the carrying amount of the operation when determining the gain or loss on disposal of the operation. Goodwill disposed of in this circumstance is measured based on the relative values of the operation disposed of and the portion of the cash-generating unit retained. (aa) Standards, Amendments and Interpretations (i) New and Amended Standards Adopted by the Group In the current period, the Group has adopted all new and revised Standards and Interpretations issued by the Australian Accounting Standards Board that are relevant to its operations and effective for reporting periods beginning on or after 1 July 2015. The adoption of these new and revised Standards and Interpretations has not resulted in any changes to the Group’s accounting policies. No changes in accounting policies or adjustments to the amounts recognised in the financial statements resulted from the adoptions of these standards. (ii) New Standards and Interpretations not yet Adopted Certain new accounting standards and interpretations have been published that are not mandatory for the current reporting period. The Group has concluded these standards and interpretations are not expected to have a material impact on the entity in the current or future reporting periods and on foreseeable future transactions. (a) AASB 15 Revenue from contracts with customers The AASB has issued a new standard for the recognition of revenue. This will replace AASB 118 which covers contracts for goods and services and AASB 111 which covers construction contracts. The new standard is based on the principle that revenue is recognised when control of a good or service transfers to a customer – so the notion of control replaces the existing notion of risks and rewards. The standard permits a modified retrospective approach for the adoption. Under this approach, entities will recognise transitional adjustments in retained earnings on the date of initial application (e.g. 1 July 2017), i.e. without restating the comparative period. They will only need to apply the new rules to contracts that are not completed as of the date of initial application. At this stage, the group is not able to estimate the impact of the new rules on the group’s financial statements. The group will make more detailed assessments of the impact over the next 12-months. The group does not expect to adopt the new standard before 1 July 2017. 2016 ANNUAL REPORT CENTRAL PETROLEUM LIMITED 48 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2016 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) (aa) Standards, Amendments and Interpretations (continued) (b) AASB 9 Financial Instruments AASB 9 Financial Instruments addresses the classification, measurement and derecognition of financial assets and financial liabilities, introduces new rules for hedge accounting and a new impairment model. The standard is not applicable until 1 January 2018 but is available for early adoption. Whilst the Group has not yet undertaken a detailed assessment of the changes, it does not currently expect any impact from the new classification, measurement and derecognition rules on the Group’s financial assets and financial liabilities. The Group does not currently enter into any hedge transactions and will not be affected by the new rules. The new impairment model is an expected credit loss (“ECL”) model, which is not expected to have any impact on the Group. (c) AASB 16 Leases AASB 16 was issued in February 2016. It will result in almost all leases being recognised on the balance sheet, as the distinction between operating and finance leases is removed. Under the new standard, an asset (the right to use the leased item) and a financial liability to pay rentals are recognised. The only exceptions are short-term and low-value leases. The standard will affect primarily the accounting for the Group’s operating leases. As at the reporting date, the Group has operating lease commitments of $1,691,141. However, the Group has not yet determined to what extent these commitments will result in the recognition of an asset and a liability for future payments and how this will affect the Group’s profit and classification of cash flows. Some of the commitments may be covered by the exception for short-term and low-value leases and some commitments may relate to arrangements that will not qualify as leases under AASB 16. (d) AASB 2014-3 Accounting for Acquisitions in Joint Operations In August 2014, the AASB made limited scope amendments to AASB 11 Joint Arrangements to explicitly address the accounting for the acquisition of an interest in a joint operation. The amendments require an investor to apply the principles of business combination accounting when it acquires an interest in a joint operation that constitutes a business. As required under the transitional provisions, the Group will apply the amendments prospectively to acquisitions occurring on or after 1 July 2016. They will therefore not affect any of the amounts currently recognised in the financial statements. 2. OTHER INCOME Interest Research and development refunds (a) Other Total other income 2016 $ 259,439 — 500 259,939 2015 $ 150,003 7,324,496 5,799 7,480,298 (a) The 2015 amount includes refunds received during the year in respect of the financial year ended 30 June 2014 amounting to $3,251,940. It also includes $4,072,556 accrued as receivable in respect of the financial year ended 30 June 2015. 49 CENTRAL PETROLEUM LIMITED 2016 ANNUAL REPORT NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2016 3. EXPENSES (a) Loss before income tax includes the following specific expenses NOTE Depreciation Buildings Producing assets Restoration assets Plant and equipment Leasehold improvements Total depreciation Amortisation Software Impairment expense Other operating expenses 2016 $ 290,229 2,070,567 582,740 5,412,754 27,812 2015 $ 844 1,047,939 304,162 1,301,467 42,880 8,384,102 2,697,292 20,051 10,297 3(b) 3(b) 1,437,045 12,092,042 1,725,000 — Rental expense relating to operating leases – Minimum lease payments 984,026 1,224,562 Finance costs Interest charge on Macquarie debt facility Interest paid to other suppliers Interest on other financial liabilities Borrowing costs on Macquarie and other debt facility Amortisation of deferred finance costs Accretion charge (b) Individually significant items Impairment of Assets Oil and gas producing assets 6,687,983 20,545 40,271 637,761 510,734 393,305 8,290,599 2,937,287 16,829 — 285,210 327,827 181,561 3,748,714 Impairment expense totalling $37,045 was recorded in relation to final adjustments made to the capital costs of the oil producing assets in the Amadeus Basin which were fully impaired in the prior financial year. During the 2015 year the Group fully impaired the assets relating to its oil producing assets in the Amadeus Basin. The impairment was based on expected future cash flows from the asset. The impairment loss included in the income statement relating to these assets was $5,420,293. Property There was no impairment of any property assets during the current year. During 2015, real property assets consisting of a warehouse and a residential property in Alice Springs were placed on the market for sale and were impaired to reflect their recoverable amounts. The impairment loss relating to these assets in the 2015 year was $100,822. 2016 ANNUAL REPORT CENTRAL PETROLEUM LIMITED 50 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2016 3. EXPENSES (CONTINUED) Exploration assets During the current year the following exploration permits previously classified as Assets Held for Sale were impaired to their recoverable amounts: EP97 EP107 was impaired by $1,273,333 following an unsuccessful divestment process and submission of an application to surrender the permit in June 2016. No further costs remain capitalised in respect of this permit. was impaired by $126,667 following an unsuccessful divestment process and on the basis that there is insufficient prospectivity to warrant any further activities in the permit. No further costs remain capitalised in respect of this permit. During the 2015 year the following exploration permits were impaired to their recoverable amounts: EP115 was impaired by $828,800. In light on the impairment of the oil producing assets this permit was impaired by 50% of its previous carrying value. Exploration and evaluation activities continue in the North Mereenie Block (operated by Santos) under a Farmout agreement with Santos. EP97 impaired by $5,615,460. Management has impaired this asset to its likely recoverable amount under a potential divestment of the permit interests. EP106 impaired by $126,667. Management has impaired this asset to $Nil on the basis of a likely relinquishment of the permit. Restructure of future contingent commitments A one-off amount of $1,725,000 was expensed relating to the costs of restructuring future contingent commitments and associated transaction costs. The transaction has the effect of removing Central’s net exposure to the Mereenie Production Bonus (refer Note 31(a)(iii)). 4. INCOME TAX This note provides an analysis of the Group’s income tax expense, shows what amounts are recognised directly in equity and how the tax credit is affected by non-assessable and non-deductible items. It also explains significant estimates made in relation to the Group’s tax position. (a) Income tax expense Current tax Deferred tax Income tax expense 2016 $ 2015 $ — — — — — — 51 CENTRAL PETROLEUM LIMITED 2016 ANNUAL REPORT NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2016 4. INCOME TAX (CONTINUED) (b) Numerical reconciliation of income tax expense and prima facie tax benefit Loss before income tax expense Prima facie tax benefit at 30% (2015: 30%) Tax effect of amounts which are not deductible in calculating taxable income: Non-deductible expenses Research and development expenditure Share based payments Non-assessable income Sub-total 2016 $ 2015 $ (21,040,292) 6,312,088 (27,731,038) 8,319,311 66,390 — (670,663) — (362,625) (2,714,864) (674,005) 2,197,349 5,707,815 6,765,166 Under provision in prior year — — Deferred tax assets not recognised Recognition of previously unrecognised DTA Income tax expense (5,707,815) — (6,765,166) — — — (c) Amounts recognised directly in equity Aggregate deferred tax arising in the reporting period and not recognised in net profit or loss or other comprehensive income but directly debited or credited to equity: Net deferred tax – debited directly to equity Deferred tax assets not recognised Net amounts recognised directly in equity (d) Tax Losses 220,392 (220,392) — 131,357 (131,357) — Unutilised tax losses for which no deferred tax asset has been recognised 112,459,194 109,823,407 Potential tax benefit at 30% 33,737,758 32,947,022 2016 ANNUAL REPORT CENTRAL PETROLEUM LIMITED 52 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2016 4. INCOME TAX (CONTINUED) (e) Deferred tax assets and liabilities Deferred tax assets Provisions and accruals Financial liabilities Future deductible expenditure Blackhole expenditure Borrowing costs PRRT Unutilised losses Total deferred tax assets before set-offs Set-off of deferred tax liabilities pursuant to set-off provisions 2016 $ 2015 $ 7,230,559 12,081 517,500 349,265 216,876 201,315,062 42,834,869 252,476,212 (10,720,341) 2,598,851 — — 443,927 112,396 52,254,331 37,756,625 93,166,130 (6,993,154) Net deferred tax assets not recognised 241,755,871 86,172,976 Movements Opening balance at 1 July (Charged) / Credited to the income statement Closing balance at 30 June Deferred tax assets to be recovered after more than 12-months Deferred tax assets to be recovered within 12-months Deferred tax liabilities Acquired income Capitalised exploration Property, plant and equipment PRRT Total deferred tax assets before set-offs Set-off of deferred tax liabilities pursuant to set-off provisions 6,993,154 3,727,187 8,269,654 (1,276,500) 10,720,341 6,993,154 9,531,395 1,188,946 10,720,341 16,177 437,254 8,643,680 1,623,230 10,720,341 (10,720,341) 6,970,577 22,577 6,993,154 1,581 844,254 3,963,768 2,183,551 6,993,154 (6,993,154) Net deferred tax liabilities — — Movements Opening balance at 1 July Charged / (Credited) to the income statement Closing balance at 30 June Deferred tax liabilities to be recovered after more than 12-months Deferred tax liabilities to be recovered within 12-months 6,993,154 3,727,187 8,269,654 (1,276,500) 10,720,341 6,993,154 10,704,164 16,177 10,720,341 6,991,573 1,581 6,993,154 53 CENTRAL PETROLEUM LIMITED 2016 ANNUAL REPORT NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2016 5. REMUNERATION OF AUDITORS The following fees were paid or payable for services provided by PwC Australia, the auditor of the Company, its related practices and non-related audit firms: (i) Audit and other assurance services Audit and review of financial statements Southern Georgina joint arrangement audit (ii) Taxation services Income Tax compliance Excise consulting services Other tax related services (iii) Other services Magellan transaction due diligence Mereenie transaction due diligence Technical accounting advice on major transactions Employee related services Total remuneration of PwC 6. CASH AND CASH EQUIVALENT Cash at bank and in hand Made up as follows: Corporate (a) Joint arrangements (b) 2016 $ 2015 $ 170,330 — 170,330 17,628 4,500 19,019 41,147 — 90,999 27,181 — 118,180 329,657 160,733 3,060 163,793 8,500 48,957 68,354 125,811 22,000 — — 6,698 28,698 318,302 15,115,699 3,516,139 14,439,416 676,283 15,115,699 3,254,312 261,827 3,516,139 (a) $4,981,343 of this balance relates to cash held with Macquarie Bank Limited to be used for allowable purposes under the Facility Agreement (2015: $1,046,123), including, but not limited to, operating costs for the Palm Valley, Dingo and Mereenie fields, taxes, and debt servicing. (b) This balance relates to the Group’s share of cash balances held under Joint Venture Arrangements. Risk exposure The Group’s exposure to interest rate risk is discussed in Note 34. The maximum exposure to credit risk at the end of the reporting period is the carrying amount of cash and cash equivalents. 2016 ANNUAL REPORT CENTRAL PETROLEUM LIMITED 54 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2016 7. TRADE AND OTHER RECEIVABLES NOTE Current Trade receivables Accrued income (a) Accrued research and development refund Other receivables GST receivables Prepayments 2016 $ 471,752 2,524,009 — 25,883 — 765,634 2015 $ 244,657 858,001 4,072,557 14,540 38,740 640,837 3,787,278 5,869,332 (a) Accrued income relates to the revenue recognition of oil and gas volumes delivered to respective customers but not yet invoiced. The Group’s exposure to credit and currency risks and impairment losses related to trade and other receivables is disclosed in Note 34. 8. INVENTORIES Crude oil and natural gas Spare parts and consumables Drilling materials and supplies at cost 9. ASSETS HELD FOR SALE Land and buildings Exploration assets 238,947 2,592,508 761,106 137,877 850,064 1,148,732 3,592,561 2,136,673 11 — — — 355,736 1,400,000 1,755,736 During the 2015 year, the Consolidated Entity decided to sell a residential property in Alice Springs which was previously used as employee accommodation. The property was subsequently sold in August 2015. The asset was not allocated to an operating segment in Note 24. In 2015 the Consolidated Entity also made the decision to divest of its interests in a number of exploration permits and was negotiating with interested parties. These assets were allocated to the Exploration segment in Note 24. Non-recurring fair value measurements Real property and exploration permits held for sale during the prior period were measured at the lower of their carrying values and their fair values less cost to sell at the time of the reclassification. Both items were valued using indicative offers being considered or being negotiated for the disposal of the assets. As a result of this impairment, losses of $67,072 were recognised in the 2015 year in respect of the residential property still held for sale at 30 June 2015, and impairment losses of $5,615,460 were recognised in the 2015 year in respect of the exploration permits held for sale. Subsequent unsuccessful negotiations in respect of the exploration permits resulted in these assets being fully impaired during the current year. 55 CENTRAL PETROLEUM LIMITED 2016 ANNUAL REPORT NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2016 10. PROPERTY, PLANT AND EQUIPMENT PRODUCING ASSETS $ ASSETS IN DEVELOPMENT $ PLANT AND EQUIPMENT $ RESTORATION ASSET $ TOTAL $ Year ended 30 June 2015 Opening net book amount Additions Assets classified as held for sale Transfers / reclassifications Disposals and write offs Impairment Depreciation charge FREEHOLD LAND AND BUILDINGS $ 417,403 260,924 (315,738) — — — 13,936,901 — (100,821) (381,089) (844) (1,047,939) 18,299,802 18,419,290 — 2,249,802 4,407,685 17,864,528 — 6,732,191 — (4,346,903) (1,344,347) 4,721,972 46,266,152 470,154 20,845,408 — — — (315,738) — — (692,302) (304,162) (5,521,115) (2,697,292) 23,313,154 4,195,662 58,577,415 30,725,815 5,261,271 68,998,147 (7,412,661) (1,065,609) (10,420,732) 23,313,154 4,195,662 58,577,415 23,313,154 1,411,501 12,112,947 (69) (31,384) 4,195,662 1,450,511 58,577,415 2,862,012 11,084,270 60,759,382 — — (69) (31,384) (5,440,566) (582,740) (8,384,102) 31,365,583 16,147,703 113,783,254 44,130,961 17,796,052 132,619,365 (12,765,378) (1,648,349) (18,836,111) 31,365,583 16,147,703 113,783,254 — (20,669,092) — — — — — — — — — — — — — — — — — Closing net book amount 260,924 30,807,675 At 30 June 2015 Cost Accumulated depreciation 260,924 — 32,750,137 (1,942,462) Net book amount 260,924 30,807,675 Year ended 30 June 2016 Opening net book amount Additions 260,924 30,807,675 — — Mereenie assets acquisition 3,558,479 34,003,686 Disposals and write offs Impairment Depreciation charge — — — — (290,229) (2,070,567) Closing net book amount 3,529,174 62,740,794 At 30 June 2016 Cost Accumulated depreciation 3,819,403 (290,229) 66,872,949 (4,132,155) Net book amount 3,529,174 62,740,794 11. EXPLORATION ASSETS Acquisition costs of right to explore 8,898,767 8,898,767 NOTE 2016 $ 2015 $ Movement for the year: Balance at the beginning of the year Impairment of exploration assets Permits reclassified as held for sale Balance at the end of the year 9 8,898,767 — — 8,898,767 16,869,693 (6,570,926) (1,400,000) 8,898,767 2016 ANNUAL REPORT CENTRAL PETROLEUM LIMITED 56 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2016 12. INTANGIBLE ASSETS SOFTWARE At the beginning of the year Cost Accumulated amortisation Net book value Movements for the year Opening net book amount Additions Impairment Amortisation Closing net book amount At the end of the year Cost Accumulated amortisation Net book value 2016 $ 2015 $ 262,311 (250,259) 12,052 12,052 96,053 (5,661) (20,051) 82,393 358,365 (275,972) 82,393 274,644 (255,123) 19,521 19,521 2,828 — (10,297) 12,052 262,311 (250,259) 12,052 13. OTHER FINANCIAL ASSETS Security bonds on exploration permits and rental properties 2,208,624 2,075,733 Security bonds are provided to State or Territory governments in respect of certain performance obligations arising from awarded petroleum and mineral tenements. The bonds are typically provided as cash or as bank guarantees in favour of the State or Territory government secured by term deposits with the financial institution providing the bank guarantee. 14. GOODWILL Goodwill arising from business combinations Impairment tests for goodwill 3,906,270 3,906,270 Goodwill is monitored by management at the level of the operating segments and has been allocated to gas producing assets. There has been no impairment of amounts previously recognised as goodwill. Goodwill is tested for impairment on an annual basis. The recoverable amount of a Cash Generating Unit (“CGU”) is determined based on value-in-use calculations which require the use of assumptions. The calculations use cash flow projections based on budgets for the next financial year as approved by management and forecasts beyond the budget based on extrapolations using estimated growth rates. Cash flows for revenues are based on contracted gas prices with allowance for CPI increases to prices where applicable. The following table sets out the key assumptions for the gas producing assets value-in-use calculations: 2016 Producing Assets Sales volumes Sales price (% annual growth rate) Operating costs (% annual growth rate) Pre-tax discount rate (%) Contracted 2.50% 2.50% 13.31% 57 CENTRAL PETROLEUM LIMITED 2016 ANNUAL REPORT NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2016 14. GOODWILL (CONTINUED) Management has determined the values assigned to each of the above key assumptions as follows: Assumption Approach used to determining values Sales volume Sales price Operating costs Annual contracted Natural Gas quantities (subject to Take or Pay clauses where applicable). Crude and condensate volumes are based on projected field production, taking into account historical production and forecast reservoir decline. Current contracted prices escalated for CPI increases as per contracts. Some contracts contain minimum and maximum increases. Crude and condensate pricing is based on a mid-point of independent analyst forecasts of crude prices and a long-term forecast average USD exchange rate. Current budgeted operating costs which are based on past performance and expectations for the future. Forecasts are inflated beyond the budget year using inflationary estimates. Other known factors are included where applicable and known with certainty. Capital expenditure Expected cash costs where further field capital expenditure is required in order to meet contracted sale volumes. No incremental revenue or costs savings are assumed as a result of this expenditure. Long term growth rate This is the average growth rate used to extrapolate cash flows beyond the budget period. Management considers forecast inflation rates and industry trends if applicable. Pre-tax discount rate This rate reflects risks relating to the segment. Post-tax discount rates have been applied to discount the forecast future post-tax cash flows. The equivalent pre-tax discount rates are disclosed in the table above. 15. TRADE AND OTHER PAYABLES Current Trade payables Other payables Mereenie acquisition amounts due Southern Georgina joint arrangement contribution Accruals Non-Current Southern Georgina joint arrangement contribution 2016 $ 2,882,715 234,650 3,358,590 — 420,434 6,896,389 2,621,694 2,621,694 2015 $ 2,540,490 558,410 — 3,676,864 932,133 7,707,897 — — Trade payables are usually non-interest bearing provided payment is made within the terms of credit. The Consolidated Entity’s exposure to liquidity and currency risks related to trade and other payables is disclosed in Note 34. 16. DEFERRED REVENUE Proceeds received under Take-or-Pay gas sales contracts where gas is able to be taken by the customer in future periods: Current Available to be taken within 12-months Non-Current Available to be taken after 12-months 2016 $ 2,714,334 2,714,334 1,253,074 1,253,074 2015 $ — — — — Take-or-Pay proceeds are taken to revenue at the earlier of physical delivery of the gas to the customer or upon forfeiture of the right to gas under the contract. 2016 ANNUAL REPORT CENTRAL PETROLEUM LIMITED 58 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2016 17. INTEREST BEARING LIABILITIES (a) Interest bearing liabilities (current)1 Debt facilities (b) Interest bearing liabilities (non-current)1 Debt facilities 1 Details regarding interest bearing liabilities are contained in Note 34(e). 2016 $ 2015 $ 3,784,194 3,784,194 7,921,129 7,921,129 81,916,860 81,916,860 39,536,722 39,536,722 18. PROVISIONS Employee entitlements (a) Onerous contracts (b) Restoration and rehabilitation (c) Joint Venture production over-lift (d) Other 2016 Current Non-current $ $ 2,466,246 199,076 357,510 743,881 — 394,148 82,400 19,662,159 — — 2015 Total $ Current Non-current $ $ 2,860,394 281,476 20,019,669 743,881 — 1,761,378 298,952 — — — 228,987 392,939 5,753,613 — — Total $ 1,990,365 691,891 5,753,613 — — 3,766,713 20,138,707 23,905,420 2,060,330 6,375,539 8,435,869 (a) (b) (c) (d) The current provision for employee entitlements includes accrued short term incentive plans, all accrued annual leave and the unconditional entitlements to long service leave where employees have completed the required period of service. The amounts are presented as current, since the Consolidated Entity does not have an unconditional right to defer settlement for these obligations. However, based on past experience, the Group does not expect all employees to take the full amount of accrued leave or require payment in the next 12-months. The following amounts reflect leave that is not expected to be taken or paid within the next 12-months: 2016 $ 2015 $ Current leave obligations expected to be settled after 12-months 662,419 520,916 The provision for onerous contracts relates to operating lease commitments on the rental of office space at 167 Eagle Street, Brisbane. Provisions for future removal and restoration costs are recognised where there is a present obligation and it is probable that an outflow of economic benefits will be required to settle the obligation. The estimated future obligations include the costs of removing facilities, abandoning wells and restoring the affected areas. Under an Interim Gas Balancing Agreement with its joint venture partners, the Consolidated Entity has taken a higher proportion of natural gas produced from the Mereenie joint venture than its joint venture percentage entitlement. A provision has been recognised to reflect the expected additional production costs of rebalancing production entitlements between the joint venture partners from future operations. 59 CENTRAL PETROLEUM LIMITED 2016 ANNUAL REPORT NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2016 18. PROVISIONS (CONTINUED) Movements in Provisions Movements in each class of provision during the financial year are set out below: 2016 Employee Entitlements $ Onerous Contracts $ Restoration & Rehabilitation $ Carrying amount at start of year 1,990,365 691,891 5,753,613 Additional provision charged to property, plant and equipment Provisions recognised upon acquisitions of interest in Mereenie Joint Venture Additional provisions charged to profit or loss Reversal of previous provisions Unwinding of discount — 746,555 1,371,590 — — — 1,450,511 11,084,270 1,337,970 (218,764) — — — 393,305 Amounts used during the year (1,248,116) (191,651) — Other $ — — — 743,881 — — — Total $ 8,435,869 1,450,511 11,830,825 3,453,441 (218,764) 393,305 (1,439,767) Carrying amount at end of year 2,860,394 281,476 20,019,669 743,881 23,905,420 19. OTHER FINANCIAL LIABILITIES Liabilities associated with forward gas sales agreements containing a cash settlement option Non-Current Available to be taken after 12-months 20. CONTRIBUTED EQUITY (a) Share capital 2016 $ 2015 $ 11,765,271 11,765,271 — — 2016 $ 2015 $ 433,197,647 (2015: 368,718,957) fully paid ordinary shares 172,301,532 160,785,182 Ordinary shares have no par value and the Company does not have a limited amount of authorised capital. On a show of hands, every holder 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) Movements in ordinary share capital Balance at start of year Placement of shares to institutional investors on 17 November 2015 at 19 cents per share Shares issued pursuant to the Security Purchase Plan on 11 December 2015 at 19 cents per share Placement of shares to institutional investors on 2 October 2014 at 30 cents per share Capital raising costs 2015 No. of shares No. of shares 2016 2016 $ 2015 $ 368,718,957 348,718,957 160,785,182 155,223,040 55,307,843 9,170,847 — — — — 20,000,000 — 10,508,490 1,742,500 — (734,640) — — 6,000,000 (437,858) 433,197,647 368,718,957 172,301,532 160,785,182 2016 ANNUAL REPORT CENTRAL PETROLEUM LIMITED 60 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2016 20. CONTRIBUTED EQUITY (CONTINUED) (c) Options granted during the year The following options over unissued ordinary shares were granted by the Company during the year: DATE OF ISSUE CLASS EXPIRY DATE EXERCISE PRICE NUMBER OF OPTIONS 01 September 2015 Unlisted options issued to Macquarie Bank Limited1 01 Sep 2019 20 cents 30,000,000 1 Options issued as part consideration for the financing facility provided in connection with the Mereenie acquisition. Refer also to previous options cancelled below. (d) Options exercised during the year No options were exercised during the year. (e) Options lapsed or cancelled during the year The following options over unissued ordinary shares lapsed during the year: CLASS Unlisted employee options Unlisted employee options Unlisted director options Unlisted employee options Unlisted employee options Unlisted employee options EXPIRY DATE EXERCISE PRICE NUMBER OF OPTIONS 31 Oct 2015 15 Nov 2015 15 Nov 2015 15 Nov 2015 15 Nov 2015 12 May 2016 $0.550 $0.400 $0.450 $0.450 $0.650 $0.600 120,000 220,000 11,050,304 4,354,334 207,000 40,000 The following options over unissued ordinary shares were cancelled during the year: CLASS EXPIRY DATE EXERCISE PRICE NUMBER OF OPTIONS Unlisted options held by Macquarie Bank Limited1 31 Oct 2015 $0.550 15,000,000 1 Cancellation of unlisted options previously issued to Macquarie Bank Limited as consideration for the financing facility provided in connection with the acquisition from Magellan Petroleum Australia. (f) Unissued shares under option At year end, options over unissued ordinary shares of the Company are as follows: CLASS Unlisted employee options Unlisted employee options Unlisted employee options Unlisted employee options Unlisted employee options Unlisted consulting options Unlisted director options Unlisted employee options Unlisted employee options Unlisted employee options Unlisted employee options Unlisted employee options EXPIRY DATE EXERCISE PRICE NUMBER OF OPTIONS 20 Jul 2016 19 Aug 2016 30 Aug 2016 15 Nov 2017 15 Nov 2017 15 Nov 2017 15 Nov 2017 15 Nov 2017 15 Nov 2017 15 Nov 2017 15 Nov 2017 15 Nov 2017 $0.550 $0.575 $0.575 $0.475 $0.475 $0.450 $0.450 $0.475 $0.400 $0.410 $0.450 $0.650 669,334 400,000 600,000 2,318,668 400,000 24,900,772 2,733,335 2,799,350 782,525 234,000 2,429,068 393,900 None of the options entitle holders to participate in any share issue of the Company or any other entity. 61 CENTRAL PETROLEUM LIMITED 2016 ANNUAL REPORT NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2016 20. CONTRIBUTED EQUITY (CONTINUED) (g) Deferred share rights under the Long Term Incentive Plan Under the Group’s Employee Rights Plan, eligible employees may receive rights to deferred shares of Central Petroleum Limited. The rights are granted in respect of a plan year which commences 1 July each year. The share rights remain unvested until the end of the performance period, which is three years commencing from the start of each plan year. Except in a limited number of circumstances, eligible employees must still be in the employment of Central Petroleum Limited as at the vesting date for the rights to vest. Final vesting percentages are determined by a combination of performance hurdles in respect of a combination of absolute total shareholder return and relative total shareholder return compared to a specific group of exploration and production companies as determined by the Board. The number of rights to be granted to eligible employees is determined based on the maximum long term incentive amount applicable for each employee, being either a fixed dollar amount or a percentage of the employee’s base salary, divided by the volume weighted average share price (VWAP) at the start of the plan year. The table below sets out the maximum number of deferred share entitlements outstanding at year end, subject to performance hurdles. CLASS Employee LTIP rights Employee LTIP rights Employee LTIP rights Employee LTIP rights EXPIRY DATE PLAN YEAR COMMENCING NUMBER OF RIGHTS 23 Sep 2020 05 Jan 2021 05 Jan 2021 09 Feb 2021 1 Jul 2014 1 Jul 2014 1 Jul 2015 1 Jul 2015 2,138,541 191,031 5,878,848 1,913,873 No Rights were converted to shares during the year. The Rights do not entitle the holders to participate in any share issue of the Company or any other entity. (h) Capital risk management The Group’s objective when managing capital is to safeguard the ability to continue as a going concern to ultimately add value for shareholders through the exploitation and production of hydrocarbon resources. This is monitored through the use of cash flow forecasts. In order to maintain the capital structure, the Group may issue new shares or other equity instruments. 21. RESERVES Share options reserve Movements: Balance at start of year Share based payment costs (a) Options issued for financing (b) Balance at end of year 2016 $ 2015 $ 19,590,431 16,695,379 16,695,379 2,235,544 659,508 14,448,696 2,246,683 — 19,590,431 16,695,379 (a) (b) The reserve is primarily used to record the value of share based payments provided to employees and directors as part of their remuneration and underwriters of share placements. Refer to Note 33 for further details of share based payments. 30 million options with an exercise price of $0.20 were issued to Macquarie bank in relation to the expanded debt facility. These new options replaced the 15 million options previously issued to Macquarie (with an exercise price of $0.50) and were valued using a Black Scholes option pricing model. 2016 ANNUAL REPORT CENTRAL PETROLEUM LIMITED 62 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2016 22. ACCUMULATED LOSSES Movements in accumulated losses were as follows: Balance at the start of year Net loss for the year Balance at end of year 23. LOSSES PER SHARE (a) Basic loss per share (cents) (b) Diluted loss per share (cents) (c) Loss used in loss per share calculation Loss attributed to ordinary equity holders of the Company (d) Weighted average number of ordinary shares Weighted average number of shares used as the denominator in calculating basic and diluted earnings per share 2016 $ 2015 $ (154,334,061) (21,040,292) (126,603,023) (27,731,038) (175,374,353) (154,334,061) (5.16) (5.16) (7.63) (7.63) (21,040,292) (27,731,038) 408,108,471 363,568,272 Options on issue are considered to be potential ordinary shares and have not been included in the calculation of basic earnings per share. Additionally, any exercise of the options would be antidilutive as their exercise to ordinary shares would decrease the loss per share. In accordance with AASB 133, they are also excluded from the diluted loss per share calculation. Refer to Note 20(f) for details of options on issue. 24. SEGMENT REPORTING The Group has identified its operating segments based on the internal reports that are reviewed and used by the EMT (the chief operating decision makers) in assessing performance and in determining the allocation of resources. The following operating segments are identified by management based on the nature of the business or venture. Producing assets Production and sale of crude oil, natural gas and associated petroleum products from fields that are in the production phase. Development assets Fields under development in preparation for the sale of petroleum products. Exploration assets Exploration and evaluation of permit areas. Unallocated items Unallocated items comprise non-segmental items of revenue and expenses and associated assets and liabilities not allocated to operating segments as they are not considered part of the core operations of any segment. Performance monitoring and evaluation Management monitors the operating results of the operating segments separately for the purpose of making decisions about resource allocation and performance assessment. The Consolidated Entity’s operations are wholly in one geographical location, being Australia. 63 CENTRAL PETROLEUM LIMITED 2016 ANNUAL REPORT NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2016 24. SEGMENT REPORTING (CONTINUED) DEVELOPMENT ASSETS 2016 $ PRODUCING ASSETS 2016 $ EXPLORATION ASSETS 2016 $ CORPORATE ITEMS 2016 $ CONSOLIDATION 2016 $ Revenue (a) Cost of sales (b) Gross profit (c) Other income Share based employee benefits General and administrative expenses Employee benefits and associated costs Other operating expenses (c) EBITDAX Depreciation and amortisation Exploration expenditure Finance costs (d) Impairment expense Loss before income tax Taxes Loss for the year 23,862,569 (14,060,704) 9,801,865 75,216 — — — — 9,877,081 (8,152,097) (1,614,318) (7,754,625) (37,045) (7,681,004) — (7,681,004) Segment assets 129,604,324 Segment liabilities (118,735,778) Capital expenditure Mereenie asset acquisition Property, plant and equipment Total capital expenditure 60,759,382 2,728,791 63,488,173 — — — — — — — — — — — — — — — — — — — — — — — — 3,206 — (18,088) — — (14,882) (20,121) (2,411,309) (5,756) (1,400,000) — — — 181,517 (2,235,544) (487,586) (4,478,454) (1,725,000) 23,862,569 (14,060,704) 9,801,865 259,939 (2,235,544) (505,674) (4,478,454) (1,725,000) (8,745,067) 1,117,132 (231,935) — (530,218) — (8,404,153) (4,025,627) (8,290,599) (1,437,045) (3,852,068) (9,507,220) (21,040,292) — — — (3,852,068) (9,507,220) (21,040,292) 11,371,307 10,399,215 151,374,846 (3,625,668) (12,495,790) (134,857,236) — — — — 229,274 60,759,382 2,958,065 229,274 63,717,447 (a) (b) Revenue from the Producing Assets segment for the year ended 30 June 2016 includes 10-months of revenues for the Mereenie oil and gas field, which was acquired on 1 September 2015. Also included in revenue were amounts totalling $1,220,000 received as stand-by fees under a short term arrangement with Power & Water Corporation (as presented separately in the Consolidated Statement of Profit or Loss and Other Comprehensive Income). The Dingo pipeline and gas processing facilities were installed ready to deliver under the PWC GSA from 1 April 2015, however, sales awaited the customer’s physical tie-in to the Dingo delivery point and as such no gas was physically supplied from the Dingo field until December 2015. Interim gas was supplied under the contract from September 2015 from the Palm Valley field. The contract contains a “Take-or-Pay” arrangement, however, this is based on a calendar year and is not payable until January in the following year. No revenue has been recognised to 30 June 2016 in accordance with the accounting policy for revenue recognition (refer Note 1(e)(i)). (c) Other operating costs comprise a one-off amount of $1.725 million in respect of restructuring future contingent production bonus payments from the Mereenie field, effectively eliminating the future contingent liability (refer Note 31(a)(iii)). Finance costs totalling $7.33 million relate to the Macquarie debt facility for the acquisition of the Palm Valley, Dingo and Mereenie fields and comprise amortisation of borrowing costs of $1.15 million and loan interest of $6.18 million (refer Note 34(e) for details on the facility). The Macquarie facility is secured by the Palm Valley, Dingo and Mereenie oil and gas fields and is serviced by their respective cash flows. 2016 ANNUAL REPORT CENTRAL PETROLEUM LIMITED 64 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2016 24. SEGMENT REPORTING (CONTINUED) PRODUCING ASSETS 2015 $ DEVELOPMENT ASSETS 2015 $ EXPLORATION ASSETS 2015 $ Revenue Cost of sales Gross profit Other income Share based employee benefits General and administrative expenses Employee benefits and associated costs EBITDAX Depreciation and amortisation Exploration expenditure Finance costs Impairment expense Loss before income tax Taxes Loss for the year Segment assets 10,313,266 (10,117,038) 196,228 — — — — 196,228 (2,370,662) — (3,731,885) (5,420,293) (11,326,612) — (11,326,612) 64,848,349 Segment liabilities (54,412,442) — — — — — — — — — — — — — — — — — CORPORATE ITEMS CONSOLIDATION 2015 2015 $ $ — — 10,313,266 (10,117,038) — — — — — — — — — 7,480,298 (2,246,683) (1,938,425) (5,018,180) (1,722,990) (24,045) (312,882) (7,655,931) — (6,570,927) — (16,829) (100,822) 196,228 7,480,298 (2,246,683) (1,938,425) (5,018,180) (1,526,762) (2,707,589) (7,655,931) (3,748,714) (12,092,042) (14,250,903) (2,153,523) (27,731,038) — — — (14,250,903) (2,153,523) (27,731,038) 11,641,829 10,257,939 86,748,117 (4,880,467) (4,308,708) (63,601,617) Capital expenditure Property, plant and equipment 2,333,592 18,442,116 Total capital expenditure 2,333,592 18,442,116 8,253 8,253 61,447 61,447 20,845,408 20,845,408 In 2016, the Group changed its segment reporting to combine oil and gas producing assets into one segment, primarily as a result of the acquisition of a 50% interest in the Mereenie joint operation which comprises both oil and gas operations and has common expenditure across both streams. Consequently, the 2015 segment reporting note has been revised to reflect the same reporting format as 2016. Revenue from external customers by geographical location of production Australia Non-current assets by geographical location Australia Major Customers 2016 $ 2015 $ 23,862,569 10,313,266 128,627,177 73,470,237 Revenue from one customer represents $8,113,631 or 36% of the Group’s total oil and gas revenues (2015: $8,223,782 or 80 % of the Group’s total oil and gas revenues). Revenue from a second customer represents $6,985,762 or 32% of the Group’s total oil and gas revenues (2015: Nil). Revenue from a third customer represents $5,000,264 or 22% of the Group’s total oil and gas revenues (2015: Nil). No other customers had revenue exceeding 10% of the Group’s total oil and gas revenue for the 2016 year. 65 CENTRAL PETROLEUM LIMITED 2016 ANNUAL REPORT NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2016 25. PARENT ENTITY INFORMATION (a) Summary financial information The individual financial summary statements for the Parent Entity show the following aggregate amounts: Statement of financial position Current assets Non-current assets Total assets Current liabilities Total liabilities Net assets Shareholders’ equity Issued capital Reserves Accumulated losses Total equity Loss for the year Total comprehensive loss 2016 $ 11,377,033 8,864,537 20,241,570 (7,013,781) (7,096,181) 13,145,389 2015 $ 9,872,277 9,065,573 18,937,850 (3,915,769) (4,308,708) 14,629,142 172,301,532 19,590,431 (178,746,574) 13,145,389 (15,895,155) 160,785,182 16,695,379 (162,851,419) 14,629,142 (8,632,069) (15,895,155) (8,632,069) (b) Guarantees entered into by the Parent Entity Guarantees have been provided by the Parent Entity to subsidiaries arising out of the course of ordinary operations. A Macquarie Loan Facility exists under which the parent and non-borrowing subsidiaries have provided guarantees to Macquarie Bank in relation to the repayment of monies owing and other performance related obligations of the Borrower typical for a borrowing of this nature. Monies received through the operation of the Palm Valley, Dingo and Mereenie fields are subject to a proceeds account and can be distributed to the parent as available when no default exists. Revenues resulting from operations outside of Palm Valley and Dingo assets (such as Surprise) are not subject to a cash sweep or other restrictions under the Facility where no defaults exist. (c) Contingent assets and liabilities of the Parent Entity Under a Sale and Purchase Deed with Macquarie Bank Limited dated 26 May 2016, Central Petroleum Limited acquired a 50% beneficial interest in the rights to any bonus as described in Note 31(a)(iii). (d) Commitments of the Parent Entity Operating lease commitments of the Parent Entity are set out in Note 32(b). 2016 ANNUAL REPORT CENTRAL PETROLEUM LIMITED 66 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2016 26. RELATED PARTY TRANSACTION (a) Parent Entity The parent entity is Central Petroleum Limited. (b) Subsidiaries The consolidated financial statements include the financial statements of Central Petroleum Limited and the subsidiaries listed in the following table: NAME OF ENTITY Merlin Energy Pty Ltd Central Petroleum Projects Pty Ltd (formerly Merlin West Pty Ltd) Helium Australia Pty Ltd Ordiv Petroleum Pty Ltd Frontier Oil & Gas Pty Ltd Central Green Pty Ltd Central Geothermal Pty Ltd Central Petroleum Services Pty Ltd Central Petroleum PVD Pty Ltd Central Petroleum (NT) Pty Ltd Jarl Pty Ltd Central Petroleum Mereenie Pty Ltd Central Petroleum Mereenie Unit Trust PLACE OF INCORPORATION Western Australia CLASS OF SHARES Ordinary Western Australia Victoria Western Australia Western Australia Western Australia Western Australia Western Australia Queensland Queensland Queensland Queensland N/A Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Ordinary Units EQUITY HOLDING 2015 2016 % % 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 — — (c) Key management personnel Disclosures relating to key management personnel are set out in Note 27. 27. KEY MANAGEMENT PERSONNEL (a) Key management personnel compensation Short-term employee benefits Post-employment benefits Termination benefits Long-term benefits Share based payments 2016 $ 2015 $ 2,812,486 215,877 116,923 38,867 1,902,000 3,090,130 210,674 — 50,439 2,150,273 5,086,153 5,501,516 Detailed remuneration disclosures are provided in the remuneration report on pages 20 to 31. (b) Equity instrument disclosures relating to key management personnel (i) Options provided as remuneration and shares issued on exercise of such options Details of options provided as remuneration and shares issued on the exercise of such options, together with the terms and conditions of the options, can be found in the remuneration report on pages 20 to 31. 67 CENTRAL PETROLEUM LIMITED 2016 ANNUAL REPORT NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2016 27. KEY MANAGEMENT PERSONNEL (CONTINUED) (b) Equity instrument disclosures relating to key management personnel (continued) (ii) Option holdings The number of options over ordinary shares in the Company held during the financial year by each director of Central Petroleum Limited and other key management personnel of the Consolidated Entity, including their personally related parties, are set out below: BALANCE AT START OF YEAR GRANTED AS COMPENSATION EXERCISED OTHER CHANGES HELD AT DATE OF DEPARTURE BALANCE AT END OF YEAR VESTED EXERCISABLE UNVESTED Non-Executive Directors Andrew Whittle1 Wrixon Gasteen Robert Hubbard J Thomas Wilson Peter Moore 2016 2015 2016 2015 2016 2015 2016 2015 2016 2015 900,000 900,000 1,000,000 1,000,000 — — — — — — — — — — — — — — — — — — — — — — — — — — — — (333,334) — — — — — — — Executive Directors and Other Key Management Personnel Richard Cottee2 Michael Herrington3 Daniel White Bruce Elsholz4 Leon Devaney Michael Bucknill5 Robbert Willink 2016 2015 2016 2015 2016 2015 2016 2015 2016 2015 2016 2015 2016 2015 34,584,407 34,584,407 2,250,000 2,700,000 1,493,334 1,643,334 N/A 1,170,000 1,064,000 560,000 430,000 — — — — — 450,000 — 370,500 — 504,000 — 430,000 450,000 — — 450,000 1 Mr Whittle resigned as director 2 November 2015 — — — — — — — — — — — — — — (9,683,634) — (300,000) (450,000) (733,334) (600,000) — (400,000) 1,140,500 (560,000) — N/A N/A (100,000) 330,000 — (120,000) — N/A N/A N/A 900,000 N/A N/A N/A — — — — — — N/A N/A N/A N/A N/A N/A N/A N/A 900,000 666,666 N/A 300,000 — 1,000,000 333,334 N/A 600,000 666,666 666,666 — — — — — — — — — — — — — — — — — — 24,900,773 — 24,900,773 34,584,407 9,683,634 24,900,773 1,950,000 2,250,000 — 1,950,000 300,000 1,950,000 760,000 310,000 1,493,334 1,043,334 N/A N/A 504,000 N/A N/A — 1,064,000 560,000 N/A 430,000 330,000 450,000 N/A 100,000 — 120,000 450,000 450,000 N/A N/A 504,000 504,000 N/A 330,000 330,000 330,000 2 34,584,407 unlisted options exercisable at $0.45 on or before 15 November 2015 and 15 November 2017 were issued to FEP on 8 August 2012, a company in which Richard Cottee has a 50% beneficial interest. 3 Mr Herrington retired as director effective 26 November 2014. Michael Herrington remains Chief Operating Officer. 4 Mr Elsholz resigned effective 30 November 2014. 5 Mr Bucknill ceased employment 26 February 2016 (iii) Deferred shares – long term incentive plan Under the Group’s Employee Rights Plan, eligible employees may receive rights to deferred shares of Central Petroleum Limited. The rights are granted in respect of a plan year which commences 1 July each year. The share rights remain unvested until the end of the performance period, which is three years commencing from the start of each plan year. Except in limited circumstances, eligible employees must still be in the employment of Central Petroleum Limited as at the vesting date for the rights to vest. Final vesting percentages are determined by a combination of performance hurdles in respect of a combination of absolute total shareholder return and relative total shareholder return compared to a specific group of exploration and production companies as determined by the Board. The number of rights to be granted to eligible employees is determined based on the maximum long term incentive amount applicable for each employee, being either a fixed dollar amount or a percentage of the employee’s base salary, divided by the volume weighted average share price (“VWAP”) at the start of the plan year. 2016 ANNUAL REPORT CENTRAL PETROLEUM LIMITED 68 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2016 27. KEY MANAGEMENT PERSONNEL (CONTINUED) The maximum number of rights to ordinary shares in the Company under the long term incentive plan held during the financial year by other key management personnel of the Consolidated Entity, including their personally related parties, are set out below: RIGHTS HELD AT START OF YEAR MAXIMUM NO. GRANTED AS COMPENSATION CANCELLED DURING THE YEAR HELD AT DATE OF DEPARTURE CONVERTED TO SHARES RIGHTS HELD AT END OF YEAR) Executive Directors and Other Key Management Personnel Richard Cottee Michael Herrington1 Daniel White Leon Devaney Michael Bucknill2 Robbert Willink 2016 2015 2016 2015 2016 2015 2016 2015 2016 2015 2016 2015 — — — — 330,000 — 278,571 — 274,285 — 262,286 — 2,104,904 — 930,000 — 770,000 330,000 783,000 278,571 640,000 274,285 — 262,286 — — — — — — — — (914,285) — — — 1 Mr Herrington retired as director effective 26 November 2014. Michael Herrington remains Chief Operating Officer. 2 Mr Bucknill ceased employment 26 February 2016 (iii) Share holdings N/A N/A N/A N/A N/A N/A N/A N/A — N/A N/A N/A — — — — — — — — — — — — 2,104,904 — 930,000 — 1,100,000 330,000 1,061,571 278,571 N/A 274,285 262,286 262,286 The number of shares in the Company held during the financial year by each director of Central Petroleum Limited and other key management personnel of the Consolidated Entity, including their personally related parties, are set out below. There were no shares granted as compensation during the year. HELD AT BEGINNING OF YEAR HELD AT DATE OF APPOINTMENT SPP & ON MARKET PURCHASE RECEIVED ON EXERCISE OF OPTIONS NET CHANGE OTHER HELD AT DATE OF DEPARTURE HELD AT END OF YEAR Non-Executive Directors Andrew Whittle1 Wrixon Gasteen Robert Hubbard J Thomas Wilson Peter Moore 2016 2015 2016 2015 2016 2015 2016 2015 2016 2015 236,044 133,680 97,000 97,000 120,000 64,100 — — — — N/A N/A N/A N/A — — — — — — — 102,364 39,473 — 178,947 55,900 — — — — Executive Directors and Other Key Management Personnel Richard Cottee Michael Herrington2 Daniel White Leon Devaney Michael Bucknill3 Robbert Willink 2016 2015 2016 2015 2016 2015 2016 2015 2016 2015 2016 2015 436,383 208,683 250,000 200,000 288,000 288,000 210,000 110,000 56,000 31,000 — — 1 Mr Whittle resigned as director 2 November 2015 2 Mr Herrington retired as director effective 26 November 2014 3 Mr Bucknill ceased employment 26 February 2016 N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A 196,055 227,700 — 50,000 — — — 100,000 25,000 — — 69 CENTRAL PETROLEUM LIMITED 2016 ANNUAL REPORT — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — 236,044 N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A 56,000 N/A N/A N/A N/A 236,044 136,473 97,000 298,947 120,000 — — — — 632,438 436,383 250,000 250,000 288,000 288,000 210,000 210,000 N/A 56,000 — — NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2016 27. KEY MANAGEMENT PERSONNEL (CONTINUED) (c) Other transactions with key management personnel (i) Prior to 26 June 2015 Freestone Energy Partners Pty Ltd (“FEP”) provided the services of Richard Cottee on the basis of a secondment to the Company. During the year ended 30 June 2015 FEP received compensation of $518,783. 28. RECONCILIATION OF LOSS AFTER INCOME TAX TO NET CASH OUTFLOW FROM OPERATING ACTIVITIES Loss after income tax Adjustments for: Depreciation and amortisation Loss on disposal of assets Share-based payments Income tax expense Impairment expense Financing costs and interest (non-cash) Changes in assets and liabilities relating to operating activities: (Increase) / Decrease in trade and other receivables (Increase) / Decrease in inventories Increase in trade and other payables (Decrease) / Increase in deferred revenue (Decrease) / Increase in provisions 2016 $ 2015 $ (21,040,292) (27,731,038) 8,404,153 1,445 2,235,544 — 1,437,045 971,582 2,082,054 47,307 (771,751) 3,967,407 1,794,910 2,707,589 — 2,246,683 — 12,092,042 3,461,743 (2,920,023) (195,691) 101,327 — (362,965) Net Cash Outflow from Operations (870,596) (10,600,333) 29. NON CASH INVESTING AND FINANCING ACTIVITIES There were no non-cash financing or investing activities during the year (2015: Nil). 2016 ANNUAL REPORT CENTRAL PETROLEUM LIMITED 70 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2016 30. MEREENIE ASSET ACQUISITION On 1 September 2015, the Group completed the acquisition of a 50% interest in the Mereenie oil and gas assets from the Santos Group. The arrangement constitutes a joint arrangement under AASB 11. The total cost of acquisition, including transaction costs not previously expensed, has been allocated over the identifiable assets and liabilities on the basis of their relative fair values. Details of the assets and liabilities acquired are set out below: Assets and Liabilities recognised on acquisition $ Assets Inventory Producing properties and permits Property, plant and equipment (including Restoration assets) Liabilities Provisions for employee liabilities Provision for restoration and rehabilitation Net assets acquired on completion Consideration: Cash Deferred consideration payable Pre NEGI appraisal works — Santos free carry Transaction costs Total consideration 1,503,195 34,003,686 26,755,696 62,262,577 746,555 11,084,270 11,830,825 50,431,752 35,000,000 10,000,000 5,000,000 431,752 50,431,752 Under the Sale and Purchase Deed entered into with Santos in June 2015 for the purchase of an interest in the Mereenie oil and gas assets, certain amounts are payable to Santos in the event that Central elects to enter into a Gas Transportation Agreement (“GTA”) with the NGP (Northern Gas Pipeline, formerly NEGI, the North East Gas Interconnect) project owner within three years of execution date. The Group, under these circumstances, would be required to make a $15 million lump sum payment to Santos and also sole fund the associated gas development project ($55 million - $75 million). 31. CONTINGENCIES (a) Contingent liabilities (i) (ii) The Consolidated Entity had contingent liabilities at 30 June 2016 in respect of certain joint arrangement payments. As partial consideration under the terms of the purchase agreement for EPs 105, 106 and 107, there is a requirement to pay the vendor the sum of $1,000,000 (2015: $1,000,000) within 12-months following the commencement of any future commercial production from the permits. Under the Share Sale and Purchase Deed entered into with Magellan Petroleum Australia Pty Limited (Magellan) in February 2014 for the purchase of Palm Valley and Dingo gas fields and related assets, Central Petroleum Limited is obligated to pay Magellan a Gas Price Bonus where the weighted average price of gas sold from the Palm Valley gas field during a Contract Year exceeds certain price hurdles during a period of 15-years following Completion of the Agreement. The price hurdles are in excess of the current gas prices received from the Palm Valley gas field and escalate annually with CPI. The Gas Price Bonus Amount is calculated as 25% of the difference between the weighted average price of gas actually sold (excluding GST and other costs) in a Contract Year and the gas price bonus hurdle applicable to that Contract Year (after adjusting for CPI), multiplied by the actual volume of gas originating and sold from the Palm Valley gas field. The weighted average price of gas sold from the Palm Valley gas field is currently below the Gas Price Bonus hurdle price and therefore no gas price bonus is payable (or anticipated to be payable) at this time. Given current Northern Territory gas market conditions, we do not anticipate paying a gas price bonus over the relevant term and have therefore ascribed a $nil value to this contingent liability. Should access to significantly higher priced markets eventuate, this contingent liability will be revisited. Importantly, any future payment of the Gas Price Bonus would likely only occur where sales and revenues from the Palm Valley gas field materially exceed our acquisition assumptions. 71 CENTRAL PETROLEUM LIMITED 2016 ANNUAL REPORT NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2016 31. CONTINGENCIES (CONTINUED) (iii) Under a Sale And Purchase Agreement between Santos QNT Pty Ltd (“Santos QNT”) and Santos Limited and Magellan Petroleum (NT) Pty Ltd (now known as Central Petroleum (NT) Pty Ltd) (“CPNT”) dated 15 September 2011, CPNT acquired the rights to a Bonus Amount (described below) which Bonus Amount was subsequently assigned to Magellan Petroleum Australia Pty Ltd (“MPA”) under a Deed of Consent Bonus Amount between MPA, CPNT and Santos entities dated 26 March 2014. Under the Sale and Purchase Agreement entered into with Santos QNT and other parties in June 2015 for the purchase of a 50% interest in the Mereenie Oil & Gas Field and related assets, Central Petroleum Mereenie Pty Ltd as trustee for The Central Petroleum Mereenie Unit Trust (“CPMUT”) is obliged to indemnify Santos QNT in respect of 50% to the extent the Bonus Amount is payable by Santos QNT. On 18 May 2016, Macquarie Bank Limited (“MBL”) acquired the rights to the Bonus Amount previously held by MPA. On 26 May 2016, CPMUT entered into a Sale and Purchase Deed with MBL under which CPMUT is entitled to receive 50% of the Bonus Amount payments received by MBL. This in effect offsets the Consolidated Entity’s exposure to 50% of the Bonus Amount indemnity in favour of Santos QNT as described above. The Bonus Amount may become payable to MBL if, at any time until 1 July 2031, the 90-Day Average Net Sales exceeds a Threshold Level determined in accordance with the table set out below: Threshold Level (90 Day Average Net Sales in BOE per day) Less than 2,500 Greater than or equal to 2,500 Greater than or equal to 2,750 Greater than or equal to 3,000 Greater than or equal to 3,250 Greater than or equal to 3,500 Greater than or equal to 3,750 Greater than or equal to 4,000 Greater than or equal to 4,250 Greater than or equal to 4,500 Greater than or equal to 4,750 Greater than or equal to 5,000 Greater than or equal to 10,000 Gross Joint Venture Bonus Amount ($A million) (CTP indemnifies Santos QNT for 50% of this, whilst also becoming entitled to 50% from MBL) Nil 5.00 0.25 0.25 0.25 0.25 0.25 0.25 0.25 0.25 0.25 0.25 10.00 At financial year end the 90-Day Average Net Sales from Mereenie was approximately 1,940 boe which is below the thresholds above and therefore no Bonus Amount is payable. Given current uncontracted reserves at Mereenie, we may pay a Bonus Amount at some time in the future and ascribe a $1.725 million value to this contingent liability. This contingent liability will be revisited periodically as production forecast evolve. Importantly any future payment of a Bonus Amount would likely only occur where sales and revenues from Mereenie materially exceed the Bonus Amount which may be payable. Refer also Contingent Asset note below. (iv) Central Petroleum Limited has allegedly been served with litigation field in the District Court of Harris County, located in Houston, Texas, in respect of a farm-in deal negotiated between the Perth office of Total and Central Petroleum Limited when it was headquartered in Perth. Central Petroleum is disputing the Court’s jurisdiction. Separately, internal investigations have concluded that there is no factual basis for the alleged claim and the Company denies any liability. The action will be vigorously defended. (v) Under the Sale and Purchase Deed entered into with Santos in June 2015 for the purchase of an interest in the Mereenie oil and gas assets, certain amounts are payable to Santos in the event that Central elects to enter into a Gas Transportation Agreement (“GTA”) with the NGP (Northern Gas Pipeline, formerly NEGI, the North East Gas Interconnect) project owner within 3-years of execution date. The Group, under these circumstances, would be required to make a $15 million lump sum payment to Santos and also sole fund the associated gas development project ($55 million - $75 million). (b) Contingent assets Under a Sale and Purchase Deed with MBL dated 26 May 2016, Central Petroleum Limited acquired a 50% beneficial interest in the rights to any bonus as described in paragraph (a)(iii) above. The bonus is payable by MBL to Central Petroleum Limited. This effectively offsets the Consolidated Entity’s obligations to indemnify Santos for the 50% of any Bonus payable. 2016 ANNUAL REPORT CENTRAL PETROLEUM LIMITED 72 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2016 32. COMMITMENTS (a) Capital commitments The Consolidated Entity has the following exploration expenditure commitments: The following amounts are due: Within one year Later than one year but not later than three years Later than three years but not later than five years 2016 $ 2015 $ 10,750,000 4,160,000 12,750,000 5,516,898 15,500,000 8,000,000 27,660,000 29,016,898 In the petroleum industry it is common practice for entities to farm-out, transfer or sell a portion of their rights to third parties or relinquish them altogether and, as a result, obligations may be reduced or extinguished. (b) Operating lease commitments The Consolidated Entity through its parent entity, Central Petroleum Limited, has non-cancellable operating leases for office premises and accommodation in Alice Springs and Brisbane. The leases have varying terms, escalation clauses and renewal rights. Commitments for minimum lease payments in relation to non-cancellable operating leases are payable as follows: Within one year Later than one year but not later than five years 33. SHARE BASED PAYMENTS (a) Employee options 743,676 947,465 1,691,141 757,316 1,483,533 2,240,849 An Incentive Option Scheme operates to provide incentives for employees. Participation in the plan is at the Board’s discretion; however, the plan is open to all employees and directors of the Company. At the discretion of the Company, performance criteria may or may not be established in respect of options that vest under the Incentive Option Scheme. Options are granted for no consideration. Options that have been granted to date to employees, excluding directors, have contained service conditions in respect of their vesting. Options have vested progressively from grant date to, in some cases, an employee’s third anniversary. As of the date of this report no options issued under the Incentive Option Scheme have contained any performance criteria in respect of their vesting. There are no rules imposing a restriction on removing the ‘at risk’ aspect of options granted to employees or directors. One ordinary share is issued upon exercise of one option. 73 CENTRAL PETROLEUM LIMITED 2016 ANNUAL REPORT NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2016 33. SHARE BASED PAYMENTS (CONTINUED) Set out below are summaries of options that have been granted to directors and employees. EXPIRY DATE EXERCISE PRICE1 BALANCE AT START OF THE YEAR GRANTED DURING THE YEAR EXERCISED DURING THE YEAR EXPIRED OR FORFEITED DURING THE YEAR BALANCE AT END OF THE YEAR VESTED AND EXERCISABLE AT THE END OF THE YEAR No. No. No. No. No. $ 2016 31 Oct 2015 15 Nov 2015 15 Nov 2015 15 Nov 2015 15 Nov 2015 15 Nov 2015 12 May 2016 20 Jul 2016 19 Aug 2016 30 Aug 2016 15 Nov2016 30 Nov 2016 15 Nov 2017 15 Nov 2017 15 Nov 2017 15 Nov 2017 15 Nov 2017 15 Nov 2017 15 Nov 2017 Totals $0.550 $0.400 $0.450 $0.450 $0.450 $0.650 $0.600 $0.550 $0.575 $0.575 $0.475 $0.475 $0.450 $0.450 $0.475 $0.450 $0.400 $0.410 $0.650 120,000 220,000 9,683,634 4,354,334 1,366,670 207,000 40,000 669,334 400,000 600,000 2,318,668 400,000 24,900,773 2,733,335 2,799,350 2,429,068 782,525 234,000 393,900 54,652,591 Weighted average exercise price $0.46 — — — — — — — — — — — — — — — — — — — — — (120,000) (220,000) (9,683,634) (4,354,334) (1,366,670) (207,000) (40,000) — — — — — — — — — — — — — — — — — — — — — — — — — — — — 669,334 400,000 600,000 669,334 400,000 600,000 2,318,668 2,318,668 400,000 400,000 24,900,773 2,733,335 2,799,350 2,429,068 782,525 234,000 393,900 — — — — — — — (15,991,638) 38,660,953 4,388,002 $0.45 $0.46 $0.51 — — — — — — — — — — — — — — — — — — — — — Weighted average remaining contractual life (years) at the end of the year 1.25 1 On 27 September 2013 shareholders approved every 5 ordinary shares held be converted into 1 ordinary share (subject to rounding). 2016 ANNUAL REPORT CENTRAL PETROLEUM LIMITED 74 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2016 33. SHARE BASED PAYMENTS (CONTINUED) EXERCISE PRICE1 BALANCE AT START OF THE YEAR GRANTED DURING THE YEAR EXERCISED DURING THE YEAR EXPIRED OR FORFEITED DURING THE YEAR BALANCE AT END OF THE YEAR VESTED AND EXERCISABLE AT THE END OF THE YEAR No. No. No. No. No. $ EXPIRY DATE 2015 31 May 2015 31 Oct 2015 15 Nov 2015 15 Nov 2015 15 Nov 2015 15 Nov 2015 15 Nov 2015 12 May 2016 20 Jul 2016 19 Aug 2016 30 Aug 2016 15 Nov2016 30 Nov 2016 15 Nov 2017 15 Nov 2017 15 Nov 2017 15 Nov 2017 15 Nov 2017 15 Nov 2017 15 Nov 2017 $0.610 $0.550 $0.400 $0.450 $0.450 $0.450 $0.650 $0.600 $0.550 $0.575 $0.575 $0.475 $0.475 $0.450 $0.450 $0.475 $0.450 $0.400 $0.410 $0.650 1,268,000 120,000 — — — 220,000 9,683,634 4,354,334 1,366,670 207,000 40,000 669,334 400,000 600,000 2,318,668 400,000 24,900,773 2,733,335 1,800,000 — — — — — — — — — — — — — — — — 1,449,350 2,429,068 782,525 234,000 393,900 — — — — — — — — — — — — — — — — — — — — — — (1,268,000) — — — — — — — — — — — — — — (450,000) — — — — — 120,000 220,000 9,683,634 4,354,334 1,366,670 207,000 40,000 669,334 400,000 600,000 — 120,000 220,000 9,683,634 4,354,334 1,366,670 207,000 40,000 669,334 400,000 600,000 2,318,668 2,318,668 400,000 400,000 24,900,773 2,733,335 2,799,350 2,429,068 782,525 234,000 393,900 — — — — — — — (1,718,000) 54,652,591 20,379,640 $0.57 $0.46 $0.46 Totals 50,861,748 5,508,843 Weighted average exercise price $0.46 $0.44 Weighted average remaining contractual life (years) at the end of the year 1.71 (b) Employee options granted during the year No options were granted during the year ending 30 June 2016. The following options were granted during the year ended 30 June 2015: GRANT DATE EXPIRY DATE NUMBER OF OPTIONS AVERAGE FAIR VALUE PER OPTION EXERCISE PRICE PRICE OF SHARES ON GRANT DATE ESTIMATED VOLATILITY* RISK FREE INTEREST RATE DIVIDEND YIELD 2015 17 Jul 2014 15 Nov 2015 220,000 9 Apr 2015 15 Nov 2017 1,449,350 9 Apr 2015 15 Nov 2017 2,429,068 9 Apr 2015 15 Nov 2017 9 Apr 2015 15 Nov 2017 9 Apr 2015 15 Nov 2017 782,525 234,000 393,900 $0.020 $0.059 $0.062 $0.067 $0.066 $0.043 $0.400 $0.475 $0.450 $0.400 $0.410 $0.650 $0.375 $0.125 $0.125 $0.125 $0.125 $0.125 45% to 65% 55% to 75% 55% to 75% 55% to 75% 55% to 75% 55% to 75% 2.79% 1.74% 1.74% 1.74% 1.74% 1.74% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% * The estimated price volatility is based on the historical price volatility for the 12-months prior to the date of granting of the options, adjusted for any expected changes to future volatility due to publicly available information. 75 CENTRAL PETROLEUM LIMITED 2016 ANNUAL REPORT NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2016 33. SHARE BASED PAYMENTS (CONTINUED) (c) Deferred shares — Long Term Incentive Plan Under the Group’s Employee Rights Plan, eligible employees may receive rights to deferred shares of Central Petroleum Limited. The rights are granted in respect of a plan year which commences 1 July each year. The share rights remain unvested until the end of the performance period which is three years commencing from the start of each plan year. Except in limited circumstances, eligible employees must still be in the employment of Central Petroleum Limited as at the vesting date for the rights to vest. Final vesting percentages are determined by a combination of performance hurdles in respect of a combination of absolute total shareholder return and relative total shareholder return compared to a specific group of exploration and production companies as determined by the Board. The number of rights to be granted to eligible employees is determined based on the maximum long term incentive amount applicable for each employee, being either a fixed dollar amount or a percentage of the employee’s base salary, divided by the volume weighted average share price (“VWAP”) at the start of the plan year. Share based payment expense for the year includes amounts expensed in respect of the following number of rights either granted or expected to be granted: GRANT DATE PLAN YEAR END BALANCE AT START OF YEAR NUMBER OF RIGHTS GRANTED AVERAGE FAIR VALUE PER OPTION EXERCISED DURING THE YEAR EXPIRED OR FORFEITED BALANCE AT END OF YEAR 2016 22 Dec 2015 30 June 2016 03 Dec 2015 30 June 2016 09 Nov 2015 30 June 2016 14 Oct 2015 30 June 2016 22 Dec 2015 30 June 2015 — — — — — 17 Jun 2015 30 June 2015 2,811,401 1,913,873 6,063 528,415 6,042,628 191,031 — $0.123 $0.165 $0.184 $0.147 $0.085 $0.074 Totals 2015 2,811,401 8,682,010 17 Jun 2015 30 June 2015 — 2,811,401 $0.074 (d) Expenses arising from share-based payment transactions Total expenses arising from share-based transactions recognised during the year were: Options and rights issued to directors and employees 34. FINANCIAL RISK MANAGEMENT — — — — — — — — — — — (698,262) — (274,285) 1,913,873 6,063 528,415 5,344,366 191,031 2,537,116 (972,547) 10,520,864 — 2,811,401 2016 $ 2015 $ 2,235,544 2,246,683 The Consolidated Entity’s principal financial instruments are cash and short-term deposits. The Consolidated Entity also has other financial assets and liabilities such as trade receivables, trade payables and borrowings, which arise directly from its operations. The Consolidated Entity’s risk management objective with regard to financial instruments and other financial assets include gaining interest income and the policy is to do so with a minimum of risk. (a) Credit Risk The credit risk on financial assets of the Consolidated Entity which have been recognised in the statement of financial position is generally the carrying amount, net of any provision for doubtful debts. The Consolidated Entity trades only with recognised banks and large customers where the credit risk is considered minimal. 2016 ANNUAL REPORT CENTRAL PETROLEUM LIMITED 76 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2016 34. FINANCIAL RISK MANAGEMENT (CONTINUED) The aging of the Consolidated Entity’s receivables at reporting date was: TRADE AND OTHER RECEIVABLES Past due: 0-30 days Past due: 31-150 days Past due: 151-365 days GROSS 2016 $ 3,021,644 — — 3,021,644 2015 $ 4,746,959 481,536 — 5,228,495 IMPAIRMENT 2016 $ — — — — 2015 $ — — — — Based on historic default rates, the Consolidated Entity believes that no impairment allowance is necessary in respect of receivables past due over 30 days. The receivables at 30 June 2016 relate predominantly to the oil and gas sales from Mereenie and gas sales from the Dingo field. 100% of trade and other receivables have been received to date. Credit risk also arises in relation to financial guarantees given to certain parties (refer Note 25(b)). Such guarantees are only provided in exceptional circumstances and are subject to specific Board approval. (b) Liquidity Risk The following are the contractual maturities of financial assets and liabilities: 2016 Financial Assets Cash and cash equivalents Trade and other receivables Other financial assets Financial Liabilities Trade and other payables Interest bearing liabilities Other financial liabilities 2015 Financial Assets Cash and cash equivalents Trade and other receivables Other financial assets Financial Liabilities Trade and other payables Interest bearing liabilities ≤ 6 MONTHS 6–12 MONTHS 1–5 YEARS ≥ 5 YEARS TOTAL 15,115,699 3,021,644 — 18,137,343 (6,896,389) (2,249,389) — — — — — — — 2,208,624 2,208,624 — (2,621,694) (1,534,805) (81,916,860) — — — — — — 15,115,699 3,021,644 2,208,624 20,345,967 (9,518,083) (85,701,054) — (1,957,771) (9,807,500) (11,765,271) (9,145,778) (1,534,805) (86,496,325) (9,807,500) (106,984,408) ≤ 6 MONTHS 6–12 MONTHS 1–5 YEARS ≥ 5 YEARS TOTAL 3,516,139 5,228,495 — 8,744,634 (7,707,897) (1,345,761) — — — — — — — 2,075,733 2,075,733 — (6,575,368) (39,536,722) (9,053,658) (6,575,368) (39,536,722) — — — — — — — 3,516,139 5,228,495 2,075,733 10,820,367 (7,707,897) (47,457,851) (55,165,748) 77 CENTRAL PETROLEUM LIMITED 2016 ANNUAL REPORT NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2016 34. FINANCIAL RISK MANAGEMENT (CONTINUED) Prudent liquidity risk management implies maintaining sufficient cash and marketable securities and the availability of funding. Management monitors rolling forecasts of the Group’s liquidity reserve (comprising the undrawn borrowing facilities below) and cash and cash equivalents (Note 6) on the basis of expected cash flows. This is carried out at the Group level in accordance with practice and limits set by the Board of Directors. In addition, the Group’s liquidity management policy involves projecting cash flows, monitoring balance sheet liquidity ratios against internal and external regulatory requirements and maintaining debt financing plans. The Group had access to the following undrawn borrowing facilities at the end of the reporting period: Macquarie debt facility (floating rate) (c) Interest Rate Risk NOTE 34(e) 2016 $ 2015 $ — 2,692,152 The Consolidated Entity’s exposure to interest rate risk, which is the risk that a financial instrument’s value will fluctuate as a result of changes in market interest rates and the effective weighted average interest rates on classes of financial assets and financial liabilities, is as follows: WEIGHTED AVERAGE EFFECTIVE INTEREST RATE FLOATING INTEREST RATE FIXED INTEREST NON-BEARING INTEREST TOTAL 2016 2015 2016 2015 2016 2015 2016 2015 2016 % % $ $ $ $ $ $ $ 2015 $ Financial Assets: Cash and cash equivalents 1.5 1.2 15,115,699 3,516,139 Trade and other receivables — Other financial assets 1.2 — 0.7 — — — — — — — — — — 15,115,699 3,516,139 3,021,644 5,228,495 3,021,644 5,228,495 920,982 858,391 1,287,642 1,217,342 2,208,624 2,075,733 15,115,699 3,516,139 920,982 858,391 4,309,286 6,445,837 20,345,967 10,820,367 Financial Liabilities: Trade and other payables — — — — — Interest bearing liabilities 7.7 10.4 (85,431,135) (47,457,851) (269,919) Other financial liabilities — — — — — — — — (6,896,389) (7,707,897) (6,896,389) (7,707,897) — (11,765,271) — — (85,701,054) (47,457,851) (11,765,271) — (85,431,135) (47,457,851) (269,919) — (18,661,660) (7,707,897) (104,362,714) (55,165,748) Net Financial Assets / (Liabilities) Interest Rate Sensitivity (70,315,436) (43,941,712) 651,063 858,391 (14,352,374) (1,262,060) (84,016,747) (44,345,381) A sensitivity of 10% has been selected as this is considered reasonable given the current level of both short term and long term interest rates. A 10% movement in interest rates at the reporting date would have increased (decreased) equity and profit and loss by the amounts shown below based on the average amount of interest bearing financial instruments held. This analysis assumes that all other variables remain constant. The analysis is performed only on those financial assets and liabilities with floating interest rates and is prepared on the same basis as for 2015. PROFIT OR LOSS EQUITY 10% Increase 10% Decrease 10% Increase 10% Decrease 2016 Cash and cash equivalents Interest bearing liabilities 2015 Cash and cash equivalents Interest bearing liabilities 10,371 656,002 4,900 492,186 (10,371) (656,002) (4,900) (492,186) — — — — — — — — 2016 ANNUAL REPORT CENTRAL PETROLEUM LIMITED 78 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2016 34. FINANCIAL RISK MANAGEMENT (CONTINUED) (d) Commodity Risk The Consolidated Entity is exposed to commodity price fluctuations in respect of crude oil sales. The Consolidated Entity does not hedge crude oil sales. Gas sales are made under long term contracts and as such do not contain any commodity risk. (e) Financing Facilities The Group has a Loan Facility Agreement (“Facility”) with Macquarie Bank Limited (“Macquarie”). The previous Facility was expanded to fund the Mereenie acquisition from Santos in September 2015 and consists of four tranches totalling $90 million. $89.8 million of the available Facility was drawn down. Interest costs are based on fixed spreads over the periodic Bank Bill Swap (“BBSW”) average bid rate. The Facility terms were amended such that from the Utilisation Date under the new Facility D the interest rate spread stepped down. The expanded Facility is structured as a five year partially amortising term loan and has a maturity date of 30 September 2020. Repayments commenced December 2015 and comprise fixed quarterly principal repayments of $1 million along with accrued interest. The Group does not have any interest rate hedging arrangements in place. Central Petroleum Limited can repay the Facility in part or in whole at any time without a pre-payment penalty. Under the terms of the Facility, the Group is required to comply with the following two key financial covenants: 1. 2. The Group Current Ratio is at least 1:1, excluding amounts payable under the Macquarie debt facility The Net Present Value with a 10% discount rate (“NPV10”) of forecasted net cash flow from the Palm Valley, Dingo and Mereenie gas fields limited by the sales of only Proved Developed Producing reserves, divided by the outstanding loan amount must be greater than 1.3:1. The Group remains compliant with these and all other financial covenants under the Facility. (f) Currency Risk The Consolidated Entity’s exposure to currency risk is limited due to its ongoing operations being in Australia and all associated contracts completed in Australian dollars. A small foreign exchange risk arises from liabilities denominated in a currency other than Australian dollars. The Group generally does not undertake any hedging or forward contract transactions as the exposure is considered immaterial, however, individual transactions are reviewed for any potential currency risk exposure. (g) Fair Values The carrying amounts of cash, cash equivalents, financial assets and financial liabilities, approximate their fair values. 35. INTEREST IN JOINT ARRANGEMENTS Details of joint arrangements in which the Consolidated Entity has an interest are as follows: OL4, OL5 and PL2 (Mereenie) (Santos) EP 82 (Santos) EP 105 (Santos) EP 106 (Santos) EP 112 (Santos) EP 125 (Santos) EP 115 North Mereenie Block (Santos) ATP 909 (Total) ATP 911 (Total) ATP 912 (Total) Total = TOTAL GLNG Australia Santos = Santos Group companies PRINCIPAL ACTIVITIES Oil & gas exploration Oil & gas exploration Oil & gas exploration Oil & gas exploration Oil & gas exploration Oil & gas exploration Oil & gas exploration Oil & gas exploration Oil & gas exploration Oil & gas exploration 2016 % 50.00 60.00 60.00 60.00 60.00 30.00 60.00 90.00 90.00 90.00 2015 % — 60.00 60.00 60.00 60.00 30.00 60.00 90.00 90.00 90.00 The Joint Arrangements are accounted for based on contributions made to the Joint Operated Arrangements on an accruals basis. The principal place of business is Australia. Santos’ and Total’s right to earn and retain participating interests in each permit is subject to satisfying various obligations in their respective farmout agreement. The participating interests as stated assume such obligations have been met, otherwise may be subject to change or negotiation. 79 CENTRAL PETROLEUM LIMITED 2016 ANNUAL REPORT NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2016 35. INTEREST IN JOINT ARRANGEMENTS (CONTINUED) The share in the assets and liabilities of the joint arrangements where less than 100% interest is held by the Company are included in the Consolidated Entity’s statement of financial position in accordance with the accounting policy described in Note 1(b) under the following classifications: 2016 $ 2015 $ Current assets Cash and cash equivalents Trade and other receivables Inventory Total current assets Non-current assets Property, plant and equipment Other financial assets Total non-current assets Current liabilities Trade and other payables Accruals Joint Venture under contributions* Deferred revenue Provision for production over-lift Total current liabilities Non-current liabilities Deferred revenue Joint Venture under contributions* Restoration provision Total non-current liabilities Net assets / (liabilities) Joint arrangement contribution to loss before tax Revenue Expenses Profit / (Loss) before income tax 676,283 3,030,340 1,667,137 5,373,760 57,251,808 182,200 57,434,008 4,251,428 513,980 — 730,878 743,881 6,240,167 439,497 2,069,220 12,166,972 14,675,689 41,891,912 17,255,241 (20,817,628) (3,562,387) 12,330 13,471 387,625 413,426 161,108 7,200 168,308 308,743 109,423 3,676,864 — — 4,095,030 — — 194,829 194,829 (3,708,125) 9,986 (6,257,000) (6,247,014) * The Group is liable for the last 20% of the Stage 1 expenditure in the Southern Georgina Joint Venture, with Total funding the first 80%. 36. EVENTS OCCURRING AFTER THE REPORTING PERIOD No matter or circumstance has arisen subsequent to 30 June 2016 that will affect the Group’s operations, results or state of affairs, or may do so in future years. 2016 ANNUAL REPORT CENTRAL PETROLEUM LIMITED 80 DIRECTORS’ DECLARATION In the directors’ opinion: a) the financial statements and notes set out on pages 35 to 80 of the Consolidated Entity are in accordance with the Corporations Act 2001 (Cth), including: (i) (ii) complying with Accounting Standards, the Corporations Regulations 2001 (Cth) and other mandatory professional reporting requirements, and giving a true and fair view of the Consolidated Entity’s financial position as at 30 June 2016 and of its performance for the financial year ended on that date; 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 the financial statements comply with the International Financial Reporting Standards as issued by the International Accounting Standards Board as disclosed in Note 1(a). b) c) This declaration has been made after receiving the declarations required to be made to the directors in accordance with section 295A of the Corporations Act 2001 (Cth) for the financial year ended 30 June 2016. This declaration is made in accordance with a resolution of the directors of Central Petroleum Limited: Richard Cottee Managing Director Brisbane 21 September 2016 81 CENTRAL PETROLEUM LIMITED 2016 ANNUAL REPORT INDEPENDENT AUDITOR’S REPORT 2016 ANNUAL REPORT CENTRAL PETROLEUM LIMITED 82 INDEPENDENT AUDITOR’S REPORT 83 CENTRAL PETROLEUM LIMITED 2016 ANNUAL REPORT ASX ADDITIONAL INFORMATION DETAILS OF QUOTED SECURITIES AS AT 15 SEPTEMBER 2016 Top holders The 20 largest registered holders of the quoted securities as at 15 September 2016 were: NAME Citicorp Nominees Pty Limited Macquarie Bank Limited Magellan Petroleum Australia Pty Ltd National Nominees Limited J P Morgan Nominees Australia Limited Willowdale Holdings Pty Ltd UBS Nominees Pty Ltd Mr Mark Philip Shawcross Mr William Trickett Wright + Mrs Helen Elizabeth Wright Mr Gerard Pieter Tom Van Brugge Edwin Holdings Pty Ltd HSBC Custody Nominees Australia Limited Lujeta Pty Ltd Mr James Donald Bruce Cochrane + Mrs Joan Elizabeth Cochrane Franze Holdings Pty Ltd Mr Stuart Francis Howes BNP Parabis Noms Pty Ltd Mr John Cresswell Leigh + Mrs Dulcie Lynette Leigh Mr Geoffrey Rol Fanchel Pty Ltd 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 11. 12. 13. 14. 15. 16. 17. 18. 19. 20. NO. OF SHARES 20,521,053 10,000,000 8,247,576 6,052,632 5,013,839 4,100,000 3,982,457 3,000,000 3,000,000 2,860,000 2,800,000 2,651,199 2,642,687 2,578,947 2,046,546 2,000,001 1,946,983 1,746,500 1,736,075 1,666,000 % 4.74 2.31 1.90 1.40 1.16 0.95 0.92 0.69 0.69 0.66 0.65 0.61 0.61 0.60 0.47 0.46 0.45 0.40 0.40 0.38 88,592,495 20.45 DISTRIBUTION SCHEDULE The distribution schedule of the ordinary fully paid shares as at 15 September 2016 was: RANGE 1 - 1,000 1,001 -5,000 5,001 - 10,000 10,001 - 100,000 100,001 - Over HOLDERS 888 2,511 1,347 3,154 UNITS 452,494 6,990,293 10,746,708 114,537,951 754 300,470,201 % 0.10 1.61 2.48 26.44 69.36 Total 8,654 433,197,647 100.00 GEOGRAPHIC BREAKDOWN The geographic distribution schedule of the ordinary fully paid shares as at 15 September 2016 was: LOCATION HOLDERS UNITS 8,592 257 355,073,889 13,645,068 % 96.30 3.70 Australia Overseas Total 8,849 368,718,957 100.00 2016 ANNUAL REPORT CENTRAL PETROLEUM LIMITED 84 ASX ADDITIONAL INFORMATION SUBSTANTIAL SHAREHOLDERS There were no substantial shareholders with holdings of 5% or more of the total votes attached to the voting shares or interests in the Entity. UNMARKETABLE PARCELS Holdings less than a marketable parcel of ordinary shares (being 1,493 shares as at 15 September 2016): HOLDERS UNITS 3,157 6,243,895 VOTING RIGHTS Subject to any rights or restrictions for the time being attached to any class or classes of shares, at meetings of shareholders or classes of shareholders: each shareholder entitled to vote may vote in person or by proxy, attorney or representative of a shareholder; • • • on a show of hands, every person present who is a shareholder or a proxy, attorney or representative of a shareholder has one vote; and on a poll, every person present who is a shareholder shall, in respect of each fully paid share held by him, or in respect of which he is appointed a proxy, attorney or representative, have one vote for their share, but in respect of partly paid shares, shall have such number of votes being equivalent to the proportion which the amount paid (not credited) is of the total amounts paid and payable in respect of those shares (excluding amounts credited). ON-MARKET BUY BACK There is no current on-market buy-back. 85 CENTRAL PETROLEUM LIMITED 2016 ANNUAL REPORT INTERESTS IN PETROLEUM PERMITS AND PIPELINE LICENCES AT THE DATE OF THIS REPORT PERMITS AND LICENCES GRANTED LOCATION TENEMENT EP 82 (excl. EP 82 Sub-Blocks)1 Amadeus Basin NT EP 82 Sub-Blocks Amadeus Basin NT EP 93 Pedirka Basin NT EP 972 Pedirka Basin NT EP 1051 Amadeus/Pedirka Basin NT EP 1061 Amadeus Basin NT EP 107 Amadeus/Pedirka Basin NT EP 1121 Amadeus Basin NT EP 115 (excl. EP 115NMB) Amadeus Basin NT EP 115NMB (North Mereenie Block) Amadeus Basin NT EP 125 Amadeus Basin NT OL 3 (Palm Valley) Amadeus Basin NT OL 4 (Mereenie) Amadeus Basin NT OL 5 (Mereenie) Amadeus Basin NT L 6 (Surprise) Amadeus Basin NT L 7 (Dingo) Amadeus Basin NT RL 3 (Ooraminna) Amadeus Basin NT RL 4 (Ooraminna) Amadeus Basin NT ATP 9091 Georgina Basin QLD ATP 9111 Georgina Basin QLD ATP 9121 Georgina Basin QLD CTP CONSOLIDATED ENTITY OPERATOR Registered Interest (%) Beneficial Interest (%) Santos Central Central Central Santos Santos Central Santos Central Santos Santos Central Central Central Central Central Central Central Central Central Central 60 0 100 100 60 60 100 60 100 60 30 100 50 50 100 100 100 100 90 90 90 60 100 100 100 60 60 100 60 100 60 30 100 50 50 100 100 100 100 90 90 90 PERMITS AND LICENCES UNDER APPLICATION OTHER JV PARTICIPANTS Participant Name Beneficial Interest (%) Santos 40 Santos Santos Santos Santos Santos Santos Santos Total Total Total 40 40 40 40 70 50 50 10 10 10 TENEMENT EPA 92 EPA 1113 EPA 120 EPA 1243 EPA 129 EPA 130 EPA 131 EPA 132 EPA 133 EPA 137 EPA 147 EPA 149 EPA 152 EPA 160 EPA 296 LOCATION Wiso Basin NT Amadeus Basin NT Amadeus Basin NT Amadeus Basin NT Wiso Basin NT Pedirka Basin NT Pedirka Basin NT Georgina Basin NT Amadeus Basin NT Amadeus Basin NT Amadeus Basin NT Amadeus Basin NT Amadeus Basin NT Wiso Basin NT Wiso Basin NT CTP CONSOLIDATED ENTITY OPERATOR Registered Interest (%) Beneficial Interest (%) OTHER JV PARTICIPANTS Participant Name Beneficial Interest (%) Central Central Central Central Central Central Central Central Central Central Central Central Central Central Central 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 PIPELINE LICENCES PIPELINE LICENCE LOCATION OPERATOR CTP CONSOLIDATED ENTITY OTHER JV PARTICIPANTS Registered Interest (%) Beneficial Interest (%) Participant Name Beneficial Interest (%) PL 2 PL 30 Amadeus Basin NT Amadeus Basin NT Central Central 50 100 50 100 Santos 50 1 Santos’ and Total’s right to earn and retain participating interests in the permit is subject to satisfying various obligations in their respective farmout agreement. The participating interests as stated assume such obligations have been met, otherwise may be subject to change. 2 On 20 June 2016, Central submitted an application to the NT Department of Mines and Energy for consent to surrender Exploration Permit 97. 3 Central has granted Santos the right to acquire a 50% interest in EPA 111 and EPA 124. 2016 ANNUAL REPORT CENTRAL PETROLEUM LIMITED 86 

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