Global Petroleum Limited
Annual Report 2019

Plain-text annual report

GLOBAL PETROLEUM LIMITED AND CONTROLLED ENTITIES ABN: 68 064 120 896 Annual Financial Report For The Year Ended 30 June 2019 GLOBAL PETROLEUM LIMITED AND CONTROLLED ENTITIES ABN: 68 064 120 896 Annual Financial Report For The Year Ended 30 June 2019 CONTENTS Letter to Shareholders Directors' Report Auditor's Independence Declaration Consolidated Statement of Profit or Loss and Other Comprehensive Income Consolidated Statement of Financial Position Consolidated Statement of Changes in Equity Consolidated Statement of Cash Flows Notes to the Financial Statements Directors' Declaration Independent Auditor's Report Additional Information for Listed Public Companies 1 2 10 11 12 13 14 15 39 40 45 Global Petroleum Limited Annual Financial Report GLOBAL PETROLEUM LIMITED AND CONTROLLED ENTITIES LETTER TO SHAREHOLDERS 30 September 2019 Dear Shareholders, The Board of Global Petroleum is pleased to present to you the Company’s 2019 Annual Report. The last financial year saw Global increase its acreage offshore Namibia by the acquisition of Block 2011A via the Company’s wholly owned subsidiary, Global Petroleum Namibia Limited. In Italy, during the same period all of the appeals made against the Environmental Decrees relating to Global’s four Adriatic Sea licence applications were heard, and ultimately all were rejected. In September 2018 the Company was pleased to announce that it had signed a Petroleum Agreement to acquire Block 2011A (designated PEL 0094), offshore Namibia. PEL 0094 is located in the northern Walvis Basin, immediately to the east of the Company’s other licence PEL 0029. The combination of the two licences increases the Company’s presence in the Namibian offshore to 11,607 square kilometres, making Global one of the largest net acreage holders within the region. Under the PEL 0094 work programme, within the first two years of the Initial Exploration Period, Global is to carry out various studies, plus acquire and reprocess all existing seismic data in the licence area. The studies and reprocessing will both enable the reservoirs in the Welwitschia structure and elsewhere in the acreage to be mapped with more confidence, and also facilitate the identification of future leads. In particular, the Company has been liaising with the state Oil Company, NAMCOR, with a view to agreeing terms for the acquisition of the existing 3D seismic data on the block. At the end of two years, Global has the option either to shoot a new 2,000 square kilometre 3D seismic data survey in the eastern part of Block 2011A, or alternatively to relinquish the licence. In its older licence, PEL 0029, Global agreed a work commitment for the Second Renewal Period (Phase 3) with the Namibian Ministry of Mines and Energy. Phase 3 commenced on 3 December 2018 and the firm additional work programme for PEL 0029 consists of various studies, including mapping, with a financial commitment of US$350,000. In addition, and carried over from the First Renewal Period (Phase 2) extension, is the acquisition of 600 sq km of 3D seismic data - contingent upon Global concluding a farmout – plus the drilling of one exploration well. The Ministry of Mines and Energy has also waived the requirement to surrender a further 25 per cent of the original PEL 0029 Licence Area, which is normally required at the end of the First Renewal Period. 50 per cent had already been surrendered in accordance with the Petroleum Agreement at the end of the Initial Exploration Period (Phase 1). In Italy, as previously reported a total of twelve parties had appealed against some or all of the four Environmental Decrees granted in relation to the Company’s applications in the Adriatic Sea. All appeals were heard by the Administrative Tribunal in Rome (“Tribunal”) in the course of the reporting period and all were adjudicated in Global’s favour (the last of the judgements was published post the reporting period). In all cases costs were awarded to Global, and the Company is advised that that this is indicative of the attitude of the Tribunal regarding the merits of the appeals. The largest of the original appellants, the Italian Region of Puglia, has appealed against the relevant judgements of the Tribunal with regard to all four Environmental Decrees (two of the four further appeals were made post the reporting period). These further appeals were made to the Council of State, the highest level of appeal in Italy. Whilst the results of the various appeals are highly encouraging, as previously reported the Italian Parliament passed a Bill in February 2019 suspending all hydrocarbon exploration activities - including permit applications - for a period of 18 months. Following the 18 month evaluation period, the intention is that a hydrocarbon plan will be activated, setting out a strategy for exploration and production, notably those areas to be excluded from future hydrocarbon exploitation. The Company regards its Adriatic application areas as potentially valuable assets - prospective for both oil and gas - and continues to monitor political developments in Italy in the period since the commencement of the exploration moratorium. Financial During the year ended 30 June 2019, the Group recorded a loss after tax of US$1,734,589 (2018: US$1,965,570. Cash balances at 30 June 2018 amounted to US$2,786,791 (2018: US$4,928,998). The Group has no debt outside of suppliers who are settled on normal commercial terms. Strategy and Outlook The Company remains very positive with regard to the prospectively of its Namibian assets, noting that oil & gas majors continue to make significant acreage acquisitions offshore Namibia. Global continues to monitor opportunities which might complement its existing portfolio of exploration assets, and remains open to strategic growth of a more structural nature. Global Petroleum Limited Annual Financial Report 1 GLOBAL PETROLEUM LIMITED AND CONTROLLED ENTITIES DIRECTORS' REPORT FOR THE YEAR ENDED 30 JUNE 2019 1. OPERATING AND FINANCIAL REVIEW Namibian Project The Namibian Project consists of an 85% participating interest in Petroleum Exploration Licence (“PEL”) Number 0029 covering Blocks 1910B and 2010A and PEL 0094 (acquired in 2018) which covers Block 2011A. PEL 0029, issued on 3 December 2010, originally covered 11,730 square kilometres and is located offshore Namibia in water depths ranging from 1,300 metres to 3,000 metres (Figure 1). The Company’s wholly owned subsidiary, Global Petroleum Namibia Limited, formerly Jupiter Petroleum (Namibia) Limited, is operator of the Licence, with an 85% interest in the two blocks. Partners NAMCOR and Bronze Investments Pty Ltd (Bronze) hold 10% and 5% respectively, both as carried interests. In December 2015, the Company entered into the First Renewal Exploration Period (Phase 2) of the Licence with a reduced Minimum Work Programme, making a mandatory relinquishment of 50% of the Licence Area. Phase 2 originally had a duration of 24 months. Following reprocessing and evaluation of historic 2D data, as previously reported, the Company entered into a contract with Seabird Exploration of Norway in order to acquire 834 km of full fold 2D seismic data over its Blocks, which was shot in June/July 2017. Processing and interpretation of the new 2D seismic data was completed early in Q4 2017. The new information significantly improved the prospectively across PEL 0029 in general and the Gemsbok prospect in particular. Better imaging from the new 2D data revealed that the known source rock intervals are likely to be within the oil generative window and this, combined with data showing repeating oil seeps along the faulted flanks of Gemsbok, greatly improves the chance of a major oil discovery. Consequently, the Company commissioned a Competent Person’s Report (“CPR”) in respect of its acreage from consultants AGR TRACS. Prospective resources have been calculated on three prospects: the Company’s primary structure, Gemsbok, as well as Dik Dik and Lion. The results of the CPR are set out in more detail in the Company’s announcement on 15 January 2018. In late 2017, the Company also negotiated and agreed with the Namibian Ministry of Mines and Energy (“MME”) an extension of the First Renewal Exploration Period (Phase 2) of the Company’s Licence of 12 months to December 2018. At the same time the MME had previously agreed entry into the Second Renewal Period (Phase 3) effective from 3 December 2018 for a period of two years. Subsequently, a firm work programme for Phase 3 was agreed with the MME whereby the Company will undertake various studies, including mapping of source rock, mapping of contourites deposits, fault studies and amplitude versus offset analyses and extended elastic impedance studies on seismic data. The financial commitment to undertake the work programme is estimated at US$350,000. In addition, and carried over from the First Renewal Period (Phase 2), is the acquisition of 600 sq km of 3D seismic data – contingent upon the Company concluding a farmout – and the drilling of one exploration well. PEL 0094 is located in the northern Walvis basin, immediately to the east of PEL 0029 (Figure 1). Global holds an 85% interest in the PEL 0094 as operator whilst State oil company, NAMCOR, and a local private company, Aloe Investments, hold interests of 10% and 5% respectively, both as carried interests. The combination of the two licences gives Global an interest in an aggregate area of 11,608 square kilometres offshore northern Namibia, and makes it one of the largest net acreage holders in the region. Global believes that PEL 0094 contains the same plays as those detailed in the CPR for PEL 0029. Under the PEL 0094 work programme, in the first two years of the Initial Exploration Period, Global will carry out various studies and will reprocess all existing seismic in the licence area, which includes a 3D seismic data survey shot in the western part. The studies and reprocessing will enable the reservoirs in the Welwitschia structure and elsewhere in the acreage to be mapped with more confidence, and the leads to be identified more accurately. At the end of two years, Global has the option either to shoot a new 2,000 square kilometre 3D seismic data survey in the eastern part of Block 2011A, or alternatively to relinquish the licence. FIGURE 1 - Map of Namibia showing Global Licences. Global Petroleum Limited Annual Financial Report 2 GLOBAL PETROLEUM LIMITED AND CONTROLLED ENTITIES DIRECTORS' REPORT FOR THE YEAR ENDED 30 JUNE 2019 1. OPERATING AND FINANCIAL REVIEW (continued) Permit Applications in the Southern Adriatic, Offshore Italy In August 2013, the Company submitted an application, proposed work programme and budget to the Italian Ministry of Economic Development for four exploration areas offshore Italy (the “Permit Applications” – Figure 2). As previously reported, various local authorities and interest groups appealed against the Environmental Decrees in relation to applications d 82 F.R-GP and d 83 F.R-GP, which were published in October 2016. Publication of Environmental Decrees is the final administrative stage before grant of the Permits. The Company announced in October 2017 that the remaining two Environmental Decrees in relation to the Permit Applications, designated d 80 F.R-GP and d 81 F.R-GP, had been published by the Italian authorities. As with the previous two Environmental Decrees, a number of appeals by various interested parties were made. A total of seven parties filed appeals with the Rome Tribunal against the 2016 Decrees, and nine parties filed appeals with the Rome Tribunal against the 2017 Decrees. Finally, three appellants filed appeals with the President of the Republic (one appellant against the 2016 Decrees, two against the 2017 Decrees) - it should be noted that in all cases the appellants were out of time for appeal to the Rome Tribunal. In February 2019, the Italian Parliament passed a Bill suspending all hydrocarbon exploration activities – including permit applications – for a period of 18 months. Under the proposed legislation, the Ministries of Economic Development and Environment will review all onshore and offshore areas for the stated purpose of evaluating their suitability for hydrocarbon exploration and development in the future. In doing so, the suitability of such activities in the context of social, industrial, urban, water source an environmental factor will be evaluated. In offshore areas, suitability will additionally be assessed having regard to the impact of such activity on the littoral environment, marine ecosystems and shipping routes. Following the 18 month evaluation period, the intention is that a hydrocarbon plan will be activated, setting out a strategy for future exploration and development. The Southern Adriatic and adjacent areas continue to be the focus of industry activity. Most notably, in Montenegro, offshore concessions were awarded in 2016/2017 to Energean and Eni/Novatek (the latter just 35 km from the nearest of the Applications). Eni/Novatek plan to spend nearly $100 million on exploration on these permits where, reportedly, 3D seismic acquisition has recently been completed. Energean plans to spend nearly $20 million on its permits, with 3D seismic acquisition reportedly imminent. In Albania, Shell continues to evaluate its Shpiragu discovery. The four Application blocks are contiguous with the Italian median lines abutting Croatia, Montenegro and Albania respectively (Figure 2 below). FIGURE 2 - Map of Southern Adriatic showing Italian permit applications. Results of operations Loss from continuing operations before tax Income tax benefit (expense) Net profit (loss) 2019 US$ (1,734,589) - (1,734,589) 2018 US$ (1,965,570) - (1,965,570) The results of the Group include revenue from interest income of US$51,497 (2018: US$79,813). Review of financial condition As at 30 June 2019, the Group had cash of US$2,786,791 (2018: US$4,928,998) and had no debt outside of suppliers who are settled on normal commercial terms. Global Petroleum Limited Annual Financial Report 3 GLOBAL PETROLEUM LIMITED AND CONTROLLED ENTITIES DIRECTORS' REPORT FOR THE YEAR ENDED 30 JUNE 2019 2. DIRECTORS The names of Directors in office at any time during the financial year or since the end of the financial year are as follows: Unless otherwise disclosed, Directors held their office from 1 July 2018 until the date of this report. Mr John van der Welle B.Sc., ACA, FCT, CTA Non-Executive Chairman Mr Peter Hill MA Law (Oxon) Managing Director Chief Executive Officer Mr Peter Blakey B.Sc C Eng Non-Executive Director Mr Andrew Draffin (CA) Independent Non-Executive Director Mr Garrick Higgins Independent Non-Executive Director Mr Peter Taylor B.Sc C Eng Non-Executive Director Mr van der Welle is a Chartered Accountant with over 30 years' experience in the oil and gas industry and is currently a Non-Executive Director of AIM listed exploration companies Hurricane Energy Plc and Lekoil Limited, both of which had IPOs on AIM in 2013-2014. Mr van der Welle has previously been a senior executive with, or Director of, a number of UK listed upstream oil and gas companies - Enterprise Oil, Hardy Oil and Gas, Premier Oil, First Calgary Petroleums and Stratic Energy Corp. Mr van der Welle was appointed as Non-Executive Chairman on 10 February 2014. Mr Hill has extensive experience in the energy sector as a senior executive with a significant track record worldwide in high-level M&A and business development roles, primarily in the oil industry. Most recently, Mr Hill was the global head of Corporate M&A for Statoil ASA, where he was responsible for several large transactions, being a key member of the team responsible for Statoil's merger with Norsk Hydro Oil & Gas in December 2006 and leading the acquisition of EnCana's Gulf of Mexico deepwater assets in 2005. Prior to agreeing to joining Global, Mr Hill was responsible for supervising the execution of the IPO of Statoil's Energy & Retail division in the latter part of 2010. Previously, Mr Hill set up the international business of Waterous & Co as Managing Director in the UK, and before that worked for Enterprise Oil for many years, latterly as Head of International New Ventures. Mr Hill started in the energy industry with Total Oil Marine and is a UK qualified solicitor, having commenced his career with Clifford Chance. He holds an MA in Law from Oxford University. Mr Hill was appointed as Managing Director and Chief Executive Officer of the Company on 1 September 2011. Mr Hill has not held any other directorships of publicly listed companies in the last three years. Peter Blakey has worked in the oil and gas industry for over 50 years including positions with ICI, Shell and BP/Union Carbide. After a spell with PA Management Consultancy, he and Peter Taylor formed T M Services, an international oil and gas consultancy which was awarded the Queens Award for Export Achievement in 1985. He co-founded and was a Director of TM Oil Production which later became Dana Petroleum. Dana grew to become one of the leading UK oil and gas exploration companies and was taken over by KNOC for £1.8bn in 2010. He also co-founded Consort Resources, a significant North Sea gas transportation and production company, and Planet Oil International which acquired various interests in Mauritania, Guyana (formerly French Guiana) and Uganda, and subsequently reversed into Hardman Resources in 1998. Peter Blakey was also a founding member with Peter Taylor of Star Petroleum, Jupiter Petroleum and Neptune Petroleum. Star Petroleum was incorporated with Global Petroleum in 2002. Jupiter Petroleum, with assets in offshore Namibia, was acquired by Global Petroleum in 2011. Neptune Petroleum, with interests in Namibia and Uganda, was reversed into AIM listed Tower Resources Plc in 2005. Mr Draffin is a Chartered Accountant with over 18 years' experience in financial reporting, treasury management and corporate advisory services. He currently provides services as a Director, Company Secretary and CFO to ASX Listed, OTCQX listed and private companies operating in renewable energy, exploration and mining and the investment sectors. Mr Draffin is a Director of EnviroMission and Gladiator Resources. Mr Draffin was appointed Company Secretary on 1 January 2018. Mr Higgins is a Melbourne based lawyer and a principal of Grillo Higgins, a firm that practices in energy and resources law and in corporate and securities law, including mergers and acquisitions, takeovers, capital raisings, project finance, corporate governance and joint ventures. Mr Higgins is a Director of the public companies Escala Partners Limited and Laguna Gold Limited, the latter as an alternate Director. Mr Higgins was appointed a Director on 9 October 2017. Peter Taylor has over 41 years' experience in the oil and gas industry. He co-founded T M Services, an international oil and gas consulting company, in 1980 and became involved in the upstream exploration and production sectors in 1990. He co-founded and was a Director of TM Oil Production which later became Dana Petroleum. Dana grew to become one of the leading UK oil and gas exploration companies and was taken over by KNOC for £1.8bn in 2010. He also co-founded Consort Resources, a significant North Sea gas transportation and production company, and Planet Oil International which acquired various interests in Mauritania, Guyana (formally French Guiana) and Uganda, and subsequently reversed into Hardman Resources in 1998. Peter Taylor was also a founding member with Peter Blakey of Star Petroleum, Jupiter Petroleum and Neptune Petroleum. Star Petroleum was incorporated into Global Petroleum in 2002. Jupiter Petroleum, with assets in offshore Namibia, was acquired by Global Petroleum in 2011. Neptune Petroleum, with interests in Namibia and Uganda, was reversed into AIM listed Tower Resources Plc in 2005. 3. COMPANY SECRETARY Mr Andrew Draffin was appointed to the position of Company Secretary on 1 January 2018. Mr Draffin acts as Company Secretary to a number of publicly listed companies in the mining, oil and gas sectors, investment and childcare sectors. Global Petroleum Limited Annual Financial Report 4 GLOBAL PETROLEUM LIMITED AND CONTROLLED ENTITIES DIRECTORS' REPORT FOR THE YEAR ENDED 30 JUNE 2019 4. DIRECTORS' MEETINGS The number of Directors' meetings and the number of meetings attended by each of the Directors of the Company during the financial year are: Mr J van der Welle Mr P Hill Mr P Blakey Mr A Draffin Mr G Higgins Mr P Taylor Board Meetings Number Eligible to Attend Board Meetings Number Attended 6 6 6 6 6 6 6 6 6 6 6 6 The Company does not currently have separate committees of the Board, given the current size of the Board. Matters that would otherwise be within the charter of such committees are considered by the Board at its meetings. 5. DIRECTORS' INTERESTS The following table sets out each Director's relevant interest, including related parties, in shares and options of the Company as at the date of this report: Interest in Securities at the Date of this Report Ordinary Shares (1) Incentive Options (2) Mr J van der Welle Mr P Hill Mr P Blakey Mr A Draffin Mr G Higgins Mr P Taylor Notes 291,151 2,000,000 2,744,472 12,000,000 - 39,864,468 500,000 500,000 - 41,629,071 - - (1) Ordinary Shares means fully paid ordinary shares in the capital of the Company. (2) Incentive Options means an option over ordinary shares exercisable at various amounts and dates - see below. 6. DISCRETIONARY GRANTS OF SHARES AND SHARE OPTIONS On 14 November 2017, following AGM approval, a total of 8,000,000 options were issued to some of the Directors. They were valued at AU$0.021 (US$0.016) per option, determined by the Binomial pricing model. They are exercisable on or before 13 November 2022 with an exercise price of AU$0.0318/option. No options were issued in the year to 30 June 2019. Since 30 June 2019, no shares have been issued as a result of the exercise of options and no further options or shares have been granted. 7. PRINCIPAL ACTIVITIES, LIKELY DEVELOPMENTS AND DIVIDENDS The principal activities of the Group during the year consisted of oil and gas exploration, and there has been no change in the nature of those activities. The Company expects to continue as an oil and gas explorer with a specific focus of enhancing of shareholder value by the identification and commercialisation of oil and gas assets. No dividends were paid or declared during the financial year ended 30 June 2019 (2018: Nil). 8. SIGNIFICANT CHANGES IN THE STATE OF AFFAIRS There have been no significant changes in the state of affairs of the Company and Group during the financial year. 9. EVENTS SUBSEQUENT TO REPORTING DATE In early July, the Rome Tribunal rejected the sole outstanding appeal against the Environmental Decrees for the Company’s applications. The appeal was brought by the town of Trani, in relation to d82 F.R-GP and d83 F.R-GP, an award of costs against the appellant was made. In mid-July, the region of Puglia in Italy made additional appeals to the Council of State against the judgements of the Rome Tribunal in relation to the Company’s Italian applications, d80 F.R-GP and d80 F.R-GP. No date has been set for the hearing of the latest appeals. As at the date of this report, there are no other matters or circumstances which have arisen since 30 June 2019 that have significantly affected or may significantly affect: (a) (b) (c) The operations, in financial years subsequent to 30 June 2019, of the Group; The results of those operations, in financial years subsequent to 30 June 2019, of the Group; or The state of affairs, in the financial years subsequent to 30 June 2019, of the Group. 10. INDEMNIFICATION INSURANCE OF OFFICERS The Constitution of the Company requires the Company, to the extent permitted by law, to indemnify any person who is or has been a Director or officer of the Company or Group for any liability caused as such a Director or officer and any legal costs incurred by a Director or officer in depending an action for any liability caused as such a Director or officer. During or since the end of the year, no amounts have been paid by the Company or Group in relation to these indemnities. During the financial year, an indemnity insurance premium of US$28,515 (2018: US$28,060) was paid by the Company. Global Petroleum Limited Annual Financial Report 5 GLOBAL PETROLEUM LIMITED AND CONTROLLED ENTITIES DIRECTORS' REPORT FOR THE YEAR ENDED 30 JUNE 2019 11. NON-AUDIT SERVICES During the year, KPMG, the Group's auditor, has performed certain other services in addition to their statutory duties. The Board has considered the non-audit services provided during the year by the auditor and is satisfied that the provision of those non-audit services during the year by the auditor is compatible with, and did not compromise, the auditor independence requirements of the Corporations Act 2001, for the following reasons: The non-audit services provided do not undermine their general principles relating to auditor independence as set out in APES 110 Code of Ethics for Professional Accountants, as they did not involve reviewing or auditing the auditor's own work, acting in a management or decision-making capacity for the Group, acting as an advocate for the Group or jointly sharing risks and rewards. Details of the amounts paid to the auditor of the Group, KPMG and its related practices, for audit and non-audit services provided during the reporting year are set out below. Audit services: Auditors of the Group, KPMG Australia - audit and review of financial reports Other services: Auditors of the Group, KPMG Australia - taxation services Total audit and other services 12. 12.1 REMUNERATION REPORT - AUDITED Principles of compensation - audited 2019 US$ 2018 US$ 47,505 47,505 38,878 38,878 3,714 3,714 51,219 4,157 4,157 43,035 The Group's remuneration policy for its key management personnel (KMP) has been developed by the Board taking into account the size of the Group, the size of the management team for the Group, the nature and stage of development of the Group's current operations, and market conditions and comparable remuneration levels for companies of a similar size and operating in similar sectors. In addition to considering the above general factors, the Board has also placed emphasis on the following specific issues in determining the remuneration policy for KMP: (i) (ii) (iii) the Group is currently focused on undertaking exploration, appraisal and development activities; risks associated with developing oil and gas companies while exploring and developing projects; and measures other than profit which may be generated from asset sales, the Group may undertake new project acquisitions, exploration and development activities. Therefore, the Company does not expect to undertake profitable operations until sometime after the commencement of commercial production on any of its projects. These principles were reflected in the discretionary grant of options in 2018, following approval by shareholders on 14 November 2017. 12.2 Directors' and executive officers' remuneration - audited Executive Director remuneration The Group's remuneration policy is to provide a fixed remuneration component and a performance-based component (short term incentive and long-term incentive) - see details below. The Board believes that this remuneration policy is appropriate given the considerations discussed in the section above and aims to align executives' objectives with shareholder and business objectives. Currently, given the size and nature of the Group's operations, there is only one executive, Mr Peter Hill, who is also a Director. Mr P Hill, Managing Director and Chief Executive Officer, has a Contract of Employment with Global Petroleum Limited dated 1 August 2011 (amended, with effect, 1 August 2014). The contract specifies the duties and obligations to be fulfilled by the Managing Director and Chief Executive Officer. The contract has a rolling annual term and provides for termination by either party on twelve months' notice. Upon notice, Mr Hill will be entitled to his remuneration and related benefits up to the end of the notice period. The Contract of Employment does not provide for any additional termination payout. His base remuneration under the terms of the contract is set at GBP250,000 (US$362,808) plus health insurance, GBP7,570 (US$11,070). (i) Fixed remuneration Fixed remuneration consists of a base remuneration, as well as an employer contribution to a superannuation fund and other non-cash benefits. Non-cash benefits may include provision of motor vehicles and healthcare benefits. The fixed remuneration is reviewed annually by the Board in the absence of a Remuneration and Nomination Committee. The process consists of a review of Company and individual performance, relevant comparative remuneration externally where appropriate and external advice on policies and practices. (ii) Performance based remuneration - short term incentive The executive is entitled to an annual cash bonus upon achieving various key performance indicators ("KPI's"), as et by the Board. Having regard to the current size, nature and opportunities of the Company, the Board has determined that these KPI's will include measures such as successful completion of exploration activities (e.g. completion of exploration programmes within budgeted timeframes and costs), development activities (e.g. completion of feasibility studies), corporate activities (e.g. recruitment of key personnel) and business development activities (e.g. project acquisitions and capital raisings). During the 2019 financial year, no cash bonuses were paid or payable (2018: Nil). Global Petroleum Limited Annual Financial Report 6 GLOBAL PETROLEUM LIMITED AND CONTROLLED ENTITIES DIRECTORS' REPORT FOR THE YEAR ENDED 30 JUNE 2019 12. (iii) REMUNERATION REPORT - AUDITED (continued) Performance based remuneration - long term incentive The Board may issue incentive options to the executive as a key component of the incentive portion of their remuneration, in order to attract and retain the services of the executive and to provide an incentive linked to the performance of the Group. The Board has a policy of granting incentive options to the executive with exercise prices at or above market share price (at the time of agreement). As such, incentive options granted to the executive will generally only be of benefit if the executive performs to the level whereby the value of the Group increases sufficiently to warrant exercising the incentive options granted. No Options were granted as remuneration during the 2019 financial year. See Section 12.3. (2018: US$128,000). There are no vesting or performance criteria on the incentive options granted to executives, as given the speculative nature of the Group's activities and the small management team responsible for its running, it is considered the performance of the executive and the performance and value of the Group are closely related. Share awards to UK Directors are subject to UK Income Tax and National Insurance deduction under the Pay as You Earn scheme (PAYE). Non-Executive Director remuneration The Board's policy is for fees to Non-Executive Directors to be no greater than market rates for comparable companies for time, commitment and responsibilities. Given the current size, nature and risks of the Group, incentive options have been used to attract and retain certain Non-Executive Directors. The Board determines payments to the Non-Executive Directors and reviews their remuneration annually, based on market practice, duties and accountability. Independent external advice is sought when required, however, no external advice has been sought in relation to remuneration paid during the reporting period. The maximum aggregate amount of fees that can be paid to Non-Executive Directors is subject to approval by shareholders at a General Meeting. Fees for Non-Executive Directors are not linked to the performance of the Group. However, to align Directors' interests with shareholder interests, the Directors are encouraged to hold shares in the Company and Non-Executive Directors may in limited circumstances receive unlisted incentive options in order to secure their initial or ongoing services. Options issued during the year are disclosed in sections 12.3 and 12.4. Non-Executive Director fees for the reporting period for Messrs Blakey and Taylor were set at GBP35,000 (US$51,787) (2018: GBP35,000 (US$47,325 and US$47,133) respectively). Mr van der Welle's fees were set at GBP32,500 (US$45,980) (2018: GBP32,500 (US$43,532)). Messrs Draffin and Higgins fees were set at AU$36,000 (US$26,748 and US$26,856 respectively) - (2018: AU$34,500 (US$26,924) and AU$36,000 (US$28,094) respectively). These fees relate to responsibilities as a Director only. Non-Executive Directors can rescind their position at any time by submitting their resignation in writing. A Non-Executive Director's appointment can be terminated by a shareholder vote. The Non-Executive Directors are not entitled to any pay-outs on termination. The Board has no retirement scheme in place. Directors who retire from the Board of Directors are not entitled to any retirement payment. The Group will make contributions to superannuation funds where required - in 2019 contributions to Messrs Draffin and Higgins were US$2,659 (AU$3,420) and US$2,508 (AU$3,420) respectively (2018: US$2,163 (AU$3,420) and US$Nil (AU$Nil) respectively). Relationship between remuneration of KMP, shareholder wealth and earnings During the Group's project identification, acquisition, exploration and development phases of its business, the Board anticipates that the Group will retain earnings (if any) and other cash resources for the exploration and development of its resource projects. Accordingly, the Group does not currently have a policy with respect to the payment of dividends and returns of capital. Therefore, there was no relationship between the Board's policy for determining the nature and amount of remuneration of KMP and dividends paid and returns of capital by the Group during the current and previous four financial years. The Board did not determine the nature and amount of remuneration of the KMP by reference to changes in the price at which shares in the Company traded between the beginning and end of the current and the previous four financial years. However, as noted above, a number of KMP have received or are entitled to receive incentive options which generally will only be of value to the individual should the value of the Company's shares increase sufficiently to warrant exercising the incentive options. Relationship between remuneration of KMP and earnings As discussed above, the Group is currently undertaking exploration and development activities, and does not expect to be undertaking profitable operations (other than by way of material asset sales), until sometime after the successful commercialisation, production and sales of commodities from one or more of its projects. Accordingly, the Board does not consider earnings during the current and previous four financial years when determining the nature and amount of remuneration of KMP. Global Petroleum Limited Annual Financial Report 7 GLOBAL PETROLEUM LIMITED AND CONTROLLED ENTITIES DIRECTORS' REPORT FOR THE YEAR ENDED 30 JUNE 2019 12. REMUNERATION REPORT - AUDITED (continued) Currently, the Company only employs one executive KMP, Mr P Hill. Details of his contract are shown above. Details of the nature and amount of each element of the remuneration of the Directors and key management personnel of the Group for the financial year are as follows: Short-Term (1) Post- Employment Share-Based Payments Total Proportion of Remuneration Performance Related Remuneration (7) Directors' Fees (7) US$ US$ Superannuation and other benefits US$ Shares(2) / Options(3) US$ US$ % Year ended 30 June 2019 Director Executive Directors Mr P Hill Sub-total Executive Directors remuneration 362,808 362,808 - - 11,070 11,070 - - Non-Executive Directors Mr J van der Welle Mr P Blakey Mr A Draffin(6) Mr G Higgins(8) Mr P Taylor - - - - - 45,980 51,787 26,748 26,857 51,787 - - - - 2,659 2,508 - - - - Sub-total Non-Executive Directors' remuneration - 203,159 5,167 Total Directors' remuneration 362,808 203,159 16,237 - - 373,878 373,878 45,980 51,787 29,407 29,365 51,787 208,326 582,204 - - - - - - - - - Year ended 30 June 2018 Director Executive Directors Mr P Hill Sub-total Executive Directors remuneration 333,748 Non-Executive Directors Mr J van der Welle (5) Mr P Blakey Mr D Cronin(1)(2) Mr A Draffin(3) Mr G Higgins(4) Mr P Taylor Sub-total Non-Executive Directors' remuneration - - - - - - 43,532 47,325 12,325 26,924 19,327 47,133 - 196,566 Short-Term (1) Post- Employment Share-Based Payments Total Proportion of Remuneration Performance Related Remuneration (7) Directors' Fees (7) Remuneration (7) US$ Superannuation and other benefits US$ Shares(2) / Options(3) US$ US$ % 333,748 - - 13,619 96,126 13,619 96,126 443,493 443,493 - - 16,021 - - 8,010 8,010 - 1,187 2,534 1,836 - 5,557 59,553 47,325 13,512 37,468 29,173 47,133 32,041 234,164 - - - - - - - - - - Total Directors' remuneration 333,748 196,566 19,176 128,167 677,657 Notes in relation to the table of Directors' remuneration: (1) (2) (3) (4) (5) Mr D Cronin was remunerated US$18,536 as Company Secretary, separate to his role as Director and thus not included in the table above. Mr D Cronin resigned as Director and Company Secretary on 31 December 2017. Mr A Draffin was appointed Company Secretary on 1 January 2018. He was remunerated US$26,748 (2018: US$13,746) as Company Secretary, separate to this role as Director and thus not included in this table. Mr G Higgins was appointed a Non-Executive Director on 9 October 2017. Mr J van der Welle was remunerated US$42,521 as a consultant, separate to his role as Director and thus not included in the table above. 12.3 Equity instruments - audited Shares or Options granted to Directors and Key Management Personnel No shares or options were issued in the year ended 30 June 2019. During the 2018 financial year, a total of 8,000,000 options were issued to some of the Directors. (refer to section 12.4). The options were granted for no consideration and are not subject to any vesting conditions. The fair value at grant date was AU$0.021 (US$0.016) per option. The fair value of the options was determined using the Binomial options pricing model. They are exercisable on or before 13 November 2022 with an exercise price of AU$0.0318/option. Global Petroleum Limited Annual Financial Report 8 GLOBAL PETROLEUM LIMITED AND CONTROLLED ENTITIES DIRECTORS' REPORT FOR THE YEAR ENDED 30 JUNE 2019 12. 12.4 REMUNERATION REPORT - AUDITED (continued) Directors and Key Management Personnel transactions Loan to Directors There have been no loans to any Director or key management personnel or their related parties during the period. Movement in Shareholdings 2019 Directors Mr J van der Welle Mr P Hill Mr P Blakey Mr A Draffin Mr G Higgins Mr P Taylor1 Notes (1) Includes shares held by related parties Movement in Options 2019 Directors Mr J van der Welle Mr P Hill Mr P Blakey Mr A Draffin Mr G Higgins Mr P Taylor1 Other transactions Held at 1 July 2018(1) 291,151 2,744,472 39,864,468 - - 41,629,071 Shares granted Held at 30 June 2019(1) 291,151 2,744,472 39,864,468 - - 41,629,071 - - - - - - Held at 1 July 2018 Granted as compensation Exercised Other changes Held at 30 June 2019 2,000,000 12,000,000 - 500,000 500,000 - - - - - - - - - - - - - - - - - - - 2,000,000 12,000,000 - 500,000 500,000 - A number of Directors, or their related parties, hold positions in other entities that result in them having control or significant influence over the financial or operating policies of those entities. A number of these entities transacted with the Company or its controlled entities in the reporting period. During the year, the Company paid DW Accounting and Advisory Pty Ltd, a company controlled by Mr A Draffin US$26,748 (2018: US$13,746) for company secretarial services and Northlands Advisory Services Limited, a company controlled by Mr J van der Welle, US$44,382 (2018: US$44,066) for consulting services. Included in the above are the following amounts payable to related parties at 30 June 2019. All payable in full within 30 days of invoice, have standard industry terms and conditions and none of the amounts are secured on any assets. Amount owed to DW Accounting and Advisory Pty Ltd US$13,140 (2018: US$15,290) and Northlands Advisory Services Limited US$10,311 (2018: US$10,732). 13. CORPORATE GOVERNANCE STATEMENTS In accordance with Australian Securities Exchange ("ASX") Listing Rules, the Company's Annual Corporate Governance Statement is available on the Company's website at www.globalpetroleum.com.au/investors/announcements and released separately to the ASX Announcements in the form of an Appendix 4G. The London Stock Exchange (LSE) introduced a requirement in AIM Rule 26 for AIM companies to comply with a recognised corporate governance code. The Company has its primary listing on the ASX and as such, follows the principles and recommendations of the 3rd edition of the Corporate Governance Principles and Recommendations as published by the ASX Corporate Governance Council. The Company sets out within its Annual Corporate Governance Statement where it meets best practice recommendations, and identifies and explains where it hasn't met best practice recommendations. 14. AUDITOR'S INDEPENDENCE DECLARATION The auditor's independence declaration is on Page 10, and forms part of the Directors' Report for the financial year ended 30 June 2019. 15. DIRECTORS' RESOLUTION This report is made in accordance with a resolution of the Directors made pursuant to Section 298(2) of the Corporations Act 2001. ANDREW DRAFFIN DIRECTOR AND COMPANY SECRETARY 30 September 2019 Global Petroleum Limited Annual Financial Report 9 Lead Auditor’s Independence Declaration under Section 307C of the Corporations Act 2001 To the Directors of Global Petroleum Limited I declare that, to the best of my knowledge and belief, in relation to the audit for the financial year ended 30 June 2019 there have been: i. no contraventions of the auditor independence requirements as set out in the Corporations Act 2001 in relation to the audit; and ii. no contraventions of any applicable code of professional conduct in relation to the audit. KPMG Erin Neville-Stanley Partner Brisbane 30 September 2019 KPMG, an Australian partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. Liability limited by a scheme approved under Professional Standards Legislation. 10 GLOBAL PETROLEUM LIMITED AND CONTROLLED ENTITIES CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME FOR THE YEAR ENDED 30 JUNE 2019 Continuing operations Employee benefits expense Administrative expense Exploration and business development expenses Depreciation and amortisation Other expenses Foreign exchange gain (loss) Equity based remuneration Results from operating activities before income tax Finance income Net finance income (Loss) from continuing operations before tax Tax expense (Loss) from continuing operations after tax (Loss) for the year Earnings per share From continuing and discontinued operations: Basic earnings per share (cents) Diluted earnings per share (cents) Note 2019 US$ 2018 US$ (375,890) (1,065,831) (135,758) (548) (172,402) (35,657) - (1,786,086) 51,497 51,497 (1,734,589) - (1,734,589) (1,734,589) (416,647) (1,084,743) (208,622) (1,189) (192,646) (13,369) (128,167) (2,045,383) 79,813 79,813 (1,965,570) - (1,965,570) (1,965,570) (0.86) (0.86) (0.97) (0.97) 3 6 6 The accompanying notes form part of these financial statements. Global Petroleum Limited Annual Financial Report 11 GLOBAL PETROLEUM LIMITED AND CONTROLLED ENTITIES CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 30 JUNE 2019 Assets Current assets Cash and cash equivalents Trade and other receivables Other assets Total current assets Non-current assets Property, plant and equipment Exploration and evaluation assets Total non-current assets Total assets Liabilities Current liabilities Trade and other payables Provisions Total current liabilities Total liabilities Net assets Equity Issued share capital Reserves Accumulated losses Total equity Note 2019 US$ 2018 US$ 7 8 12 10 11 13 14 15 23 2,786,791 73,667 66,098 2,926,556 4,933 2,339,095 2,344,028 5,270,584 4,928,998 97,416 68,502 5,094,916 4,755 1,988,145 1,992,900 7,087,816 183,331 142,632 325,963 267,511 141,095 408,606 325,963 4,944,621 408,606 6,679,210 39,221,112 1,535,305 (35,811,796) 4,944,621 39,221,112 1,535,305 (34,077,207) 6,679,210 The accompanying notes form part of these financial statements. Global Petroleum Limited Annual Financial Report 12 GLOBAL PETROLEUM LIMITED AND CONTROLLED ENTITIES CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 30 JUNE 2019 Consolidated Group Balance at 1 July 2017 Comprehensive income/(loss) Loss for the year Total comprehensive income/(loss) for the year Transactions with owners, in their capacity as owners, and other transfers Issue of options Total transactions with owners and other transfers Issued Share Capital Option Reserve Foreign Currency Translation Reserve Accumulated Losses Total Equity US$ US$ US$ US$ US$ 39,221,112 836,728 570,410 (32,111,637) 8,516,613 - - - - - - 128,167 128,167 - - - - (1,965,570) (1,965,570) (1,965,570) (1,965,570) - - 128,167 128,167 Balance at 30 June 2018 39,221,112 964,895 570,410 (34,077,207) 6,679,210 Balance at 1 July 2018 39,221,112 964,895 570,410 (34,077,207) 6,679,210 Comprehensive income/(loss) Loss for the year Total comprehensive income/(loss) for the year Transactions with owners, in their capacity as owners, and other transfers Issue of shares Total transactions with owners and other transfers - - - - - - - - - - - - (1,734,589) (1,734,589) (1,734,589) (1,734,589) - - - - Balance at 30 June 2019 39,221,112 964,895 570,410 (35,811,796) 4,944,621 Global Petroleum Limited Annual Financial Report 13 The accompanying notes form part of these financial statements. GLOBAL PETROLEUM LIMITED AND CONTROLLED ENTITIES CONSOLIDATED STATEMENT OF CASHFLOWS FOR THE YEAR ENDED 30 JUNE 2019 Note 2019 US$ 2018 US$ Cash flows from operating activities Interest received Payments to suppliers and employees GST/VAT refunds received Net cash (used in) operating activities Cash flows from investing activities Payments for exploration and business development expenditure Payments for plant and equipment Net cash (used in) investing activities Net (decrease) in cash held Cash and cash equivalents at beginning of financial year Effect of exchange rates on cash holdings in foreign currencies Cash and cash equivalents at end of financial year 7 51,497 (1,860,851) 17,069 (1,792,285) (350,950) (727) (351,677) (2,143,962) 4,928,998 1,755 2,786,791 79,813 (2,062,758) 215,212 (1,767,733) (1,087,652) - (1,087,652) (2,855,385) 7,807,605 (23,222) 4,928,998 The accompanying notes form part of these financial statements. Global Petroleum Limited Annual Financial Report 14 GLOBAL PETROLEUM LIMITED AND CONTROLLED ENTITIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2019 Global Petroleum Limited ("Global", the "Company") is a company domiciled in Australia. Global is a Company limited by shares incorporated in Australia whose shares are publicly traded on the Australian Securities Exchange ("ASX") and the AIM market of the London Stock Exchange ("AIM"). The consolidated annual financial statements of the Company as at, and for the 12 months ended 30 June 2019 comprise the Company and its controlled entities (together referred to as the "Group"). The Group is a for-profit entity and is primarily involved in oil and gas exploration and development. The consolidated annual financial statements of the Group as at, and for the year ended 30 June 2019 are available upon request from the Company's registered office at C/- DW Accounting & Advisory, Level 4, 91 William Street, Melbourne, Victoria, 3000, Australia or at www.globalpetroleum.com.au. The separate financial statements of the parent entity, Global Petroleum Limited ("Parent"), have not been presented within this annual financial report as permitted by the Corporations Act 2001. The financial statements were authorised for issue on 30 September 2019 by the Board of Directors of the company. Note 1 Summary of Significant Accounting Policies Basis of Preparation These general purpose consolidated financial statements have been prepared in accordance with the Corporations Act 2001, Australian Accounting Standards (AASBs) and Interpretations of the Australian Accounting Standards Board and in compliance with International Financial Reporting Standards as issued by the International Accounting Standards Board. The Group is a for-profit entity for financial reporting purposes under Australian Accounting Standards. Material accounting policies adopted in the preparation of these financial statements are presented below and have been consistently applied unless stated otherwise. Except for cash flow information, the financial statements have been prepared on an accrual basis and are based on historical costs, modified, where applicable, by the measurement at fair value of selected non-current assets, financial assets and financial liabilities. (a) Going Concern The financial statements have been prepared on the going concern basis of accounting, which contemplates the continuity of normal business activity and the realisation of assets and the settlement of liabilities in the ordinary course of business. The Group has no source of operating revenue and settles its expenditure obligations from existing cash resources. It generated a loss of US$1,734,589 (2018: loss of US$1,965,570) and had net cash outflows from the operating activities of US$1,792,285 (2018: net cash outflows of US$1,767,733) for the year ended 30 June 2019. As of that date, the Group had net assets of US$4,944,621 (2018: US$6,679,210) and cash assets of US$2,786,791 (2018: US$4,928,998). The Group has no debt. The Directors have prepared a cash flow forecast for the next 12 months based on best estimates of future inflows and outflows of cash, to support the Group's ability to continue as a going concern. The ability of the Company to continue as a going concern is principally dependent upon a combination of one or more of the following factors – management of existing funds; securing further funds via raising capital from equity markets (See note 15 - Issued Share Capital); concluding a farm-out arrangement whereby a farm- in party would assume the costs of meeting certain future exploration and other commitments on the Company’s Namibian licences; and the deferral of licence commitments. (See note 11 - Exploration Assets and note 16 – Future Commitments). The raising of additional equity capital is subject to market conditions and investor demand; securing a farm-out requires agreement with a suitable third party which the Group has not achieved to date; and any deferral of licence commitments would require the consent of the Namibian Ministry of Mines and Energy. As each of these are not within the Company’s control, these conditions constitute a material uncertainty that may cast significant doubt on the use of the going concern basis of accounting. However the Directors have a reasonable expectation that one or more of these actions will be achieved. On this basis the Group’s projections indicate that it will have sufficient liquidity to meet its expenditure related liabilities as they fall due in the next twelve months from the date of finalising these financial statements. Accordingly the Directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future, and therefore the Directors continue to adopt the going concern basis of accounting in preparing the financial statements. The financial statements do not include any adjustments relating to the classification of assets including Exploration and Evaluation assets, or the recoverability of asset carrying values, or to the amount and classification of liabilities, that might result should the Group be unable to continue as a going concern. (b) Principles of Consolidation The consolidated financial statements incorporate all of the assets, liabilities and results of Global Petroleum Limited and all of its subsidiaries being entities that the Parent controls. The Parent controls an entity when it 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 over the entity. A list of the subsidiaries is provided in Note 9. The assets, liabilities and results of all subsidiaries are fully consolidated into the financial statements of the Group from the date on which control is obtained by the Group. The consolidation of a subsidiary is discontinued from the date that control ceases. Inter- company transactions, balances and unrealised gains or losses on transactions between Group entities are fully eliminated on consolidation. Accounting policies of subsidiaries may be changed and adjustments made where necessary to ensure uniformity of the accounting policies adopted by the Group. Global Petroleum Limited Annual Financial Report 15 GLOBAL PETROLEUM LIMITED AND CONTROLLED ENTITIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2019 Note 1: Summary of Significant Accounting Policies (continued) Equity interests in a subsidiary not attributable, directly or indirectly, to the Group are presented as "non-controlling Interests". The Group initially recognises non-controlling interests that are present ownership interests in subsidiaries and are entitled to a proportionate share of the subsidiary’s net assets on liquidation at either fair value or the non-controlling interests’ proportionate share of the subsidiary’s net assets. Subsequent to initial recognition, non-controlling interests are attributed their share of profit or loss and each component of other comprehensive income. Non-controlling interests are shown separately within the equity section of the statement of financial position and statement of comprehensive income. No non-controlling interests were recognise for the reporting period. Business Combinations Business combinations occur where an acquirer obtains control over one or more businesses. A business combination is accounted for by applying the acquisition method, unless it is a combination involving entities or businesses under common control. The business combination will be accounted for from the date that control is obtained, whereby the fair value of the identifiable assets acquired and liabilities (including contingent liabilities) assumed is recognised (subject to certain limited exemptions). When measuring the consideration transferred in the business combination, any asset or liability resulting from a contingent consideration arrangement is also included. Subsequent to initial recognition, contingent consideration classified as equity is not remeasured and its subsequent settlement is accounted for within equity. Contingent consideration classified as an asset or liability is remeasured each reporting period to fair value, recognising any change to fair value in profit or loss, unless the change in value can be identified as existing at the acquisition date. All transaction costs incurred in relation to business combinations, other than those associated with the issue of a financial instrument, are recognised as expenses in profit or loss when incurred. The acquisition of a business may result in the recognition of goodwill or a gain from a bargain purchase. Goodwill Goodwill is carried at cost less any accumulated impairment losses. Goodwill is calculated as the excess of the sum of: (i) the consideration transferred at fair value; (ii) any non-controlling interest (determined under either fair value or proportionate interest method); and (iii) the acquisition date fair value of any previously held equity interest; over the acquisition date fair value of any identifiable assets acquired and liabilities assumed. The acquisition date fair value of the consideration transferred for a business combination plus the acquisition date fair value of any previously held equity interest shall form the cost of the investment in the separate financial statements. Changes in the Group's ownership interests in subsidiaries that do not result in the Group losing control over the subsidiaries are accounted for as equity transactions. The carrying amounts of the Group's interests and the non-controlling interests are adjusted to reflect the changes in their relative interests in the subsidiaries. Any difference between the amount by which the non-controlling interests are adjusted and the fair value of the consideration paid or received is recognised directly in equity and attributed to owners of the Group. When the Group loses control of a subsidiary, a gain or loss is recognised in profit or loss and is calculated as the difference between (i) the aggregate of the fair value of the consideration received and the fair value of any retained interest and (ii) the previous carrying amount of the assets (including goodwill), and liabilities of the subsidiary and any non-controlling interests. All amounts previously recognised in other comprehensive income in relation to that subsidiary are accounted for as if the Group had directly disposed of the related assets or liabilities of the subsidiary (i.e. reclassified to profit or loss or transferred to another category of equity as specified/permitted by applicable AASB Accounting Standards). The fair value of any investment retained in the former subsidiary at the date when control is lost is regarded as the fair value on initial recognition for subsequent accounting under AASB 139: Financial Instruments: Recognition and Measurement, when applicable, the cost on initial recognition of an investment in an associate or a joint venture. The amount of goodwill recognised on acquisition of each subsidiary in which the Group holds less than 100% interest will depend on the method adopted in measuring the non-controlling interest. The Group can elect in most circumstances to measure the non- controlling interest in the acquiree either at fair value (full goodwill method) or at the non-controlling interest's proportionate share of the subsidiary's identifiable net assets (proportionate interest method). In such circumstances, the Group determines which method to adopt for each acquisition and this is stated in the respective note to the financial statements disclosing the business combination. Under the full goodwill method, the fair value of the non-controlling interest is determined using valuation techniques which make the maximum use of market information where available. Goodwill on acquisitions of subsidiaries is included in intangible assets. Goodwill on acquisition of associates is included in investments in associates. Goodwill is tested for impairment annually and is allocated to the Group's cash-generating units or groups of cash-generating units, representing the lowest level at which goodwill is monitored and not larger than an operating segment. Gains and losses on the disposal of an entity include the carrying amount of goodwill related to the entity disposed of. Global Petroleum Limited Annual Financial Report 16 GLOBAL PETROLEUM LIMITED AND CONTROLLED ENTITIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2019 Note 1: Summary of Significant Accounting Policies (continued) (c) Income Tax The income tax expense (income) for the year comprises current income tax expense (income) and deferred tax expense (income). Current income tax expense charged to profit or loss is the tax payable on taxable income for the current period. Current tax liabilities (assets) are measured at the amounts expected to be paid to (recovered from) the relevant taxation authority using tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period. Deferred tax expense reflects movements in deferred tax asset and deferred tax liability balances during the year as well as unused tax losses. Current and deferred income tax expense (income) is charged or credited outside profit or loss when the tax relates to items that are recognised outside profit or loss or arising from a business combination. A deferred tax liability shall be recognised for all taxable temporary differences, except to the extent that the deferred tax liability arises from: (a) the initial recognition of goodwill; or (b) the initial recognition of an asset or liability in a transaction which: (i) is not a business combination; and (ii) at the time of the transaction, affects neither accounting profit nor taxable profit (tax loss). Except for business combinations, no deferred income tax is recognised from the initial recognition of an asset or liability, where there is no effect on accounting or taxable profit or loss. Deferred tax assets and liabilities are calculated at the tax rates that are expected to apply to the period when the asset is realised or the liability is settled and their measurement also reflects the manner in which management expects to recover or settle the carrying amount of the related asset or liability. With respect to non-depreciable items of property, plant and equipment measured at fair value and items of investment property measured at fair value, the related deferred tax liability or deferred tax asset is measured on the basis that the carrying amount of the asset will be recovered entirely through sale. When an investment property that is depreciable is held by the entity in a business model whose objective is to consume substantially all of the economic benefits embodied in the property through use over time (rather than through sale), the related deferred tax liability or deferred tax asset is measured on the basis that the carrying amount of such property will be recovered entirely through use. Deferred tax assets relating to temporary differences and unused tax losses are recognised only to the extent that it is probable that future taxable profit will be available against which the benefits of the deferred tax asset can be utilised, unless the deferred tax asset relating to temporary differences arises from the initial recognition of an asset or liability in a transaction that: - - is not a business combination; and at the time of the transaction, affects neither accounting profit nor taxable profit (tax loss). Where temporary differences exist in relation to investments in subsidiaries, branches, associates, and joint ventures, deferred tax assets and liabilities are not recognised where the timing of the reversal of the temporary difference can be controlled and it is not probable that the reversal will occur in the foreseeable future. Current tax assets and liabilities are offset where a legally enforceable right of set-off exists and it is intended that net settlement or simultaneous realisation and settlement of the respective asset and liability will occur. Deferred tax assets and liabilities are offset where: (i) a legally enforceable right of set-off exists; and (ii) the deferred tax assets and liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities where it is intended that net settlement or simultaneous realisation and settlement of the respective asset and liability will occur in future periods in which significant amounts of deferred tax assets or liabilities are expected to be recovered or settled. (d) Fair Value of Assets and Liabilities The Group measures some of its assets and liabilities at fair value on either a recurring or non-recurring basis, depending on the requirements of the applicable accounting standard. Fair value is the price the Group would receive to sell an asset or would have to pay to transfer a liability in an orderly (i.e. unforced) transaction between independent, knowledgeable and willing market participants at the measurement date. As fair value is a market-based measure, the closest equivalent observable market pricing information is used to determine fair value. Adjustments to market values may be made having regard to the characteristics of the specific asset or liability. The fair values of assets and liabilities that are not traded in an active market are determined using one or more valuation techniques. These valuation techniques maximise, to the extent possible, the use of observable market data. To the extent possible, market information is extracted from either the principal market for the asset or liability (i.e. the market with the greatest volume and level of activity for the asset or liability) or, in the absence of such a market, the most advantageous market available to the entity at the end of the reporting period (i.e. the market that maximises the receipts from the sale of the asset or minimises the payments made to transfer the liability, after taking into account transaction costs and transport costs). For non-financial assets, the fair value measurement also takes into account a market participant’s ability to use the asset in its highest and best use or to sell it to another market participant that would use the asset in its highest and best use. Global Petroleum Limited Annual Financial Report 17 GLOBAL PETROLEUM LIMITED AND CONTROLLED ENTITIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2019 Note 1: Summary of Significant Accounting Policies (continued) The fair value of liabilities and the entity’s own equity instruments (excluding those related to share-based payment arrangements) may be valued, where there is no observable market price in relation to the transfer of such financial instruments, by reference to observable market information where such instruments are held as assets. Where this information is not available, other valuation techniques are adopted and, where significant, are detailed in the respective note to the financial statements. (e) Property, Plant and Equipment Each class of property, plant and equipment is carried at cost or fair value as indicated less, where applicable, any accumulated depreciation and impairment losses. Property, Plant and Equipment Property, plant and equipment are measured on the cost basis and therefore carried at cost less accumulated depreciation and any accumulated impairment. In the event the carrying amount of property, plant and equipment is greater than the estimated recoverable amount, the carrying amount is written down immediately to the estimated recoverable amount and impairment losses are recognised either in profit or loss. A formal assessment of recoverable amount is made when impairment indicators are present (refer to Note 1(h) for details of impairment). The carrying amount of property, plant and equipment is reviewed annually by Directors to ensure it is not in excess of the recoverable amount from these assets. The recoverable amount is assessed on the basis of the expected net cash flows that will be received from the asset's employment and subsequent disposal. The expected net cash flows have been discounted to their present values in determining recoverable amounts. The cost of fixed assets constructed within the consolidated Group includes the cost of materials, direct labour, borrowing costs and an appropriate proportion of fixed and variable overheads. Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. All other repairs and maintenance are recognised as expenses in profit or loss during the financial period in which they are incurred. Depreciation The depreciable amount of all fixed assets including buildings and capitalised leased assets, but excluding freehold land, is depreciated on a straight-line basis over the asset's useful life to the Group commencing from the time the asset is held ready for use. Leasehold improvements are depreciated over the shorter of either the unexpired period of the lease or the estimated useful lives of the improvements. The depreciation rates used for each class of depreciable assets are: Class of Fixed Asset Property, plant and equipment Depreciation Rate 20% The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at the end of each reporting period. An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is greater than its estimated recoverable amount. Gains and losses on disposals are determined by comparing proceeds with the carrying amount. These gains and losses are recognised in profit or loss in the period in which they arise. Gains shall not be classified as revenue. When revalued assets are sold, amounts included in the revaluation surplus relating to that asset are transferred to retained earnings. (f) Exploration and Evaluation Expenditure Expenditure on exploration and evaluation is accounted for in accordance with the 'area of interest' method and with AASB 6 Exploration for and Evaluation of Mineral Resources, which is the Australian equivalent of IFRS 6 - Exploration for and Evaluation of Mineral Resources. Exploration and evaluation costs are capitalised as intangible assets and assessed for impairment where facts and circumstances suggest that the carrying amount of an exploration and evaluation asset may exceed the recoverable amount. Exploration and evaluation costs are capitalised if the rights to tenure of the area of interest are current and either: (i) (ii) the expenditure relates to an exploration discovery where, at balance sheet date, activities have not yet reached a stage which permits an assessment of the existence or otherwise of economically recoverable reserves and active and significant operations in, or in relation to, the area of interest are continuing; or it is expected that the expenditure will be recouped through successful exploitation of the area of interest, or alternatively, by its sale. Costs incurred before the Group has obtained the legal rights to explore an area are expensed. Each potential or recognised area of interest is reviewed every six months to determine whether economic quantities of reserves have been found or whether further exploration and evaluation work is underway or planned to support the continued carry forward of capitalised costs. Global Petroleum Limited Annual Financial Report 18 GLOBAL PETROLEUM LIMITED AND CONTROLLED ENTITIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2019 Note 1: Summary of Significant Accounting Policies (continued) Where a determination is made that there is no further value to be extracted from the data licenses then any unamortised balance is written off. Once management has determined the existence of economically recoverable reserves for an area of interest, deferred costs are tested for impairment and then classified from exploration and evaluation assets to oil and gas assets on the Consolidated Statement of Financial Position. The recoverability of the carrying amount of the exploration and evaluation assets is dependent on successful development and commercial exploitation, or alternatively, sale of the respective areas of interest. (g) Financial Instruments Recognition and Initial Measurement Financial assets and financial liabilities are recognised when the Group becomes a party to the contractual provisions to the instrument. For financial assets, this is the date that the Group commits itself to either the purchase or sale of the asset (i.e. trade date accounting is adopted). Financial instruments (except for trade receivables) are initially measured at fair value plus transactions costs except where the instrument is classified ‘at fair value through profit or loss’ in which case transaction costs are expensed to profit or loss immediately. Where available, quoted prices in an active market are used to determine fair value. In other circumstances, valuation techniques are adopted. Trade receivables are initially measured at the transaction price if the trade receivables do not contain a significant financing component or if the practical expedient was applied as specified in AASB 15.63. Classification and Subsequent Measurement Financial liabilities Financial instruments are subsequently measured at: — — amortised cost; or fair value through profit or loss. A financial liability is measured at fair value through profit and loss if the financial liability is: — — held for trading; or initially designated as at fair value through profit or loss. All other financial liabilities are subsequently measured at amortised cost using the effective interest method. The effective interest method is a method of calculating the amortised cost of a debt instrument and of allocating interest expense in profit or loss over the relevant period. The effective interest rate is the internal rate of return of the financial asset or liability. That is, it is the rate that exactly discounts the estimated future cash flows through the expected life of the instrument to the net carrying amount at initial recognition. A financial liability is held for trading if: — — it is incurred for the purpose of repurchasing or repaying in the near term; or part of a portfolio where there is an actual pattern of short-term profit taking. Any gains or losses arising on changes in fair value are recognised in profit or loss to the extent that they are not part of a designated hedging relationship are recognised in profit or loss. A financial liability cannot be reclassified. Financial assets Financial assets are subsequently measured at: — — — amortised cost; fair value through other comprehensive income; or fair value through profit or loss. Measurement is on the basis of two primary criteria: — — the contractual cash flow characteristics of the financial asset; and the business model for managing the financial assets. A financial asset that meets the following conditions is subsequently measured at amortised cost: — — the financial asset is managed solely to collect contractual cash flows; and the contractual terms within the financial asset give rise to cash flows that are solely payments of principal and interest on the principal amount outstanding on specified dates. Global Petroleum Limited Annual Financial Report 19 GLOBAL PETROLEUM LIMITED AND CONTROLLED ENTITIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2019 Note 1: Summary of Significant Accounting Policies (continued) A financial asset that meets the following conditions is subsequently measured at fair value through other comprehensive income: — — the contractual terms within the financial asset give rise to cash flows that are solely payments of principal and interest on the principal amount outstanding on specified dates; the business model for managing the financial assets comprises both contractual cash flows collection and the selling of the financial asset. By default, all other financial assets that do not meet the measurement conditions of amortised cost and fair value through other comprehensive income are subsequently measured at fair value through profit or loss. The Company initially designates a financial instrument as measured at fair value through profit or loss if: — — it eliminates or significantly reduces a measurement or recognition inconsistency (often referred to as “accounting mismatch”) that would otherwise arise from measuring assets or liabilities or recognising the gains and losses on them on different bases; it is in accordance with the documented risk management or investment strategy, and information about the groupings was documented appropriately, so that the performance of the financial liability that was part of a group of financial liabilities or financial assets can be managed and evaluated consistently on a fair value basis. The initial designation of the financial instruments to measure at fair value through profit or loss is a one-time option on initial classification and is irrevocable until the financial asset is derecognised. Derecognition Derecognition refers to the removal of a previously recognised financial asset or financial liability from the statement of financial position. Derecognition of financial liabilities A financial liability is derecognised when it is extinguished (i.e. when the obligation in the contract is discharged, cancelled or expires). An exchange of an existing financial liability for a new one with substantially modified terms, or a substantial modification to the terms of a financial liability is treated as an extinguishment of the existing liability and recognition of a new financial liability. The difference between the carrying amount of the financial liability derecognised and the consideration paid and payable, including any non-cash assets transferred or liabilities assumed, is recognised in profit or loss. Derecognition of financial assets A financial asset is derecognised when the holder's contractual rights to its cash flows expires, or the asset is transferred in such a way that all the risks and rewards of ownership are substantially transferred. All of the following criteria need to be satisfied for derecognition of financial asset: — — — the right to receive cash flows from the asset has expired or been transferred; all risk and rewards of ownership of the asset have been substantially transferred; and the Company no longer controls the asset (i.e. the Company has no practical ability to make a unilateral decision to sell the asset to a third party). On derecognition of a financial asset measured at amortised cost, the difference between the asset's carrying amount and the sum of the consideration received and receivable is recognised in profit or loss. On derecognition of a debt instrument classified as at fair value through other comprehensive income, the cumulative gain or loss previously accumulated in the investment revaluation reserve is reclassified to profit or loss. On derecognition of an investment in equity which was elected to be classified under fair value through other comprehensive income, the cumulative gain or loss previously accumulated in the investment revaluation reserve is not reclassified to profit or loss, but is transferred to retained earnings. Impairment The Group recognises a loss allowance for expected credit losses on: — financial assets that are measured at amortised cost or fair value through other comprehensive income; Loss allowance is not recognised for: — financial assets measured at fair value through profit or loss. Expected credit losses are the probability-weighted estimate of credit losses over the expected life of a financial instrument. A credit loss is the difference between all contractual cash flows that are due and all cash flows expected to be received, all discounted at the original effective interest rate of the financial instrument. The Group uses the general approach to impairment, as applicable under AASB 9: Financial Instruments: Global Petroleum Limited Annual Financial Report 20 GLOBAL PETROLEUM LIMITED AND CONTROLLED ENTITIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2019 Note 1: Summary of Significant Accounting Policies (continued) General approach Under the general approach, at each reporting period, the Group assesses whether the financial instruments are credit-impaired, and if: — — the credit risk of the financial instrument has increased significantly since initial recognition, the Group measures the loss allowance of the financial instruments at an amount equal to the lifetime expected credit losses; or there is no significant increase in credit risk since initial recognition, the Group measures the loss allowance for that financial instrument at an amount equal to 12-month expected credit losses. (h) Impairment of Non-Financial Assets At the end of each reporting period, the Company assesses whether there is any indication that an asset may be impaired. The assessment will include the consideration of external and internal sources of information, including dividends received from subsidiaries, associates or joint ventures deemed to be out of pre-acquisition profits. If such an indication exists, an impairment test is carried out on the asset by comparing the recoverable amount of the asset, being the higher of the asset’s fair value less costs of disposal and value in use, to the asset’s carrying amount. Any excess of the asset’s carrying amount over its recoverable amount is recognised immediately in profit or loss, unless the asset is carried at a revalued amount in accordance with another Standard (e.g. in accordance with the revaluation model in AASB 116: Property, Plant and Equipment ). Any impairment loss of a revalued asset is treated as a revaluation decrease in accordance with that other Standard. Where it is not possible to estimate the recoverable amount of an individual asset, the entity estimates the recoverable amount of the cash-generating unit to which the asset belongs. Impairment testing is performed annually for goodwill, intangible assets with indefinite lives and intangible assets not yet available for use. When an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase. (i) Interests in Joint Arrangements Joint arrangements represent the contractual sharing of control between parties in a business venture where unanimous decisions about relevant activities are required. Separate joint venture entities providing joint venturers with an interest to net assets are classified as a joint venture and accounted for using the equity method. Joint operations represent arrangements whereby joint operators maintain direct interests in each asset and exposure to each liability of the arrangement. The Company’s interests in the assets, liabilities, revenue and expenses of joint operations are included in the respective line items of the financial statements. Gains and losses resulting from sales to a joint operation are recognised to the extent of the other parties’ interests. When the Company makes purchases from a joint operation, it does not recognise its share of the gains and losses from the joint arrangement until it resells those goods/assets to a third party. (j) Foreign Currency Transactions and Balances Functional and presentation currency The functional currency of the Company is the currency of the primary economic environment in which that entity operates. The financial statements are presented in United States dollars, which is the Company’s functional currency. Transaction and balances Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the date of the transaction. Foreign currency monetary items are translated at the year-end exchange rate. Non-monetary items measured at historical cost continue to be carried at the exchange rate at the date of the transaction. Non-monetary items measured at fair value are reported at the exchange rate at the date when fair values were determined. Exchange differences arising on the translation of monetary items are recognised in profit or loss, except exchange differences that arise from net investment hedges. Exchange differences arising on the translation of non-monetary items are recognised directly in other comprehensive income to the extent that the underlying gain or loss is recognised in other comprehensive income, otherwise the exchange difference is recognised in the profit or loss. Global Petroleum Limited Annual Financial Report 21 GLOBAL PETROLEUM LIMITED AND CONTROLLED ENTITIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2019 Note 1: Summary of Significant Accounting Policies (continued) The Company The financial results and position of foreign operations whose functional currency is different from the entity’s presentation currency are translated as follows: — — — assets and liabilities are translated at exchange rates prevailing at the end of the reporting period; income and expenses are translated at exchange rates on the date of transaction; and all resulting exchange differences are recognised in other comprehensive income. Exchange differences arising on translation of foreign operations with functional currencies other than Australian dollars are recognised in other comprehensive income and included in the foreign currency translation reserve in the statement of financial position and allocated to non-controlling interest where relevant. The cumulative amount of these differences is reclassified into profit or loss in the period in which the operation is disposed of. (k) Employee Benefits Short-term employee benefits Provision is made for the Company’s obligation for short-term employee benefits. Short-term employee benefits are benefits (other than termination benefits) that are expected to be settled wholly before twelve months after the end of the annual reporting period in which the employees render the related service, including wages, salaries and sick leave. Short-term employee benefits are measured at the (undiscounted) amounts expected to be paid when the obligation is settled. The Company’s obligations for short-term employee benefits such as wages, salaries and sick leave are recognised as part of current trade and other payables in the statement of financial position. The company’s obligations for employees’ annual leave and long service leave entitlements are recognised as provisions in the statement of financial position. Other long-term employee benefits Provision is made for employees’ long service leave and annual leave entitlements not expected to be settled wholly within 12 months after the end of the annual reporting period in which the employees render the related service. Other long-term employee benefits are measured at the present value of the expected future payments to be made to employees. Expected future payments incorporate anticipated future wage and salary levels, durations of service and employee departures and are discounted at rates determined by reference to market yields at the end of the reporting period on government bonds that have maturity dates that approximate the terms of the obligations. Any re-measurements for changes in assumptions of obligations for other long- term employee benefits are recognised in profit or loss in the periods in which the changes occur. The Company’s obligations for long-term employee benefits are presented as non-current provisions in its statement of financial position, except where the company does not have an unconditional right to defer settlement for at least 12 months after the end of the reporting period, in which case the obligations are presented as current provisions. (l) Provisions Provisions are recognised when the Group has a legal or constructive obligation, as a result of past events, for which it is probable that an outflow of economic benefits will result and that outflow can be reliably measured. Provisions are measured using the best estimate of the amounts required to settle the obligation at the end of the reporting period. (m) Cash and Cash Equivalents Cash and cash equivalents include cash on hand and deposits available on demand with banks, other short-term highly liquid investments with original maturities of 3 months or less. (n) Revenue and Other Income Revenue recognition Interest income is recognised using the effective interest method. (o) Trade and Other Payables Trade and other payables represent the liabilities for goods and services received by the Group that remain unpaid at the end of the reporting period. The balance is recognised as a current liability with the amounts normally paid within 30 days of recognition of the liability. Trade and other payables are initially measured at fair value and subsequently measured at amortised cost using the effective interest method. Global Petroleum Limited Annual Financial Report 22 GLOBAL PETROLEUM LIMITED AND CONTROLLED ENTITIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2019 Note 1: Summary of Significant Accounting Policies (continued) (p) Goods and Services Tax (GST) Revenues, expenses and assets are recognised net of the amount of GST/VAT, except where the amount of GST/VAT incurred is not recoverable from the relevant taxation authority. Receivables and payables are stated inclusive of the amount of GST/VAT receivable or payable. The net amount of GST/VAT recoverable from, or payable to, the relevant 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/VAT components of cash flows arising from investing or financing activities which are recoverable from, or payable to, the relevant taxation authority are presented as operating cash flows included in receipts from customers or payments to suppliers. (q) Comparative Figures When required by Accounting Standards, comparative figures have been adjusted to conform to changes in presentation for the current financial year. Where the Company retrospectively applies an accounting policy, makes a retrospective restatement or reclassifies items in its financial statements, an additional (third) statement of financial position as at the beginning of the preceding period in addition to the minimum comparative financial statements is presented. (r) Critical Accounting Estimates and Judgements The preparation of the consolidated financial statements in conformity with IFRS requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimates are revised and in any future periods affected. Information about critical judgements in applying accounting policies that have the most significant effect on the amounts recognised in the financial statements is included in the following Notes: - - Note 11 - Exploration and evaluation assets Note 3 - Taxes (s) New Accounting Standards for Application in Future Periods The AASB has issued a number of new and amended Accounting Standards that have mandatory application dates for future reporting periods, some of which are relevant to the Group. The directors have decided not to early adopt any of the new and amended pronouncements. Their assessment of the pronouncements that are relevant to the entity but applicable in future reporting periods is set out below: — AASB 16: Leases (applicable to annual reporting periods beginning on or after 1 January 2019). The Group has chosen not to early-adopt AASB 16. However, the Group has conducted a preliminary assessment of the impact of this new Standard, as follows. A core change resulting from applying AASB 16 is that most leases will be recognised on the balance sheet by lessees, as the new Standard does not differentiate between operating and finance leases. An asset and a financial liability are recognised in accordance with this new Standard. There are, however, two exceptions allowed. These are short-term and low-value leases. At the date of this report, the Group has no leases other than for the short-term rental of office accommodation. Global Petroleum Limited Annual Financial Report 23 GLOBAL PETROLEUM LIMITED AND CONTROLLED ENTITIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2019 Note 2 Parent Information The following information has been extracted from the books and records of the financial information of the parent entity set out below and has been prepared in accordance with Australian Accounting Standards. Statement of Financial Position Assets Current assets Non-current assets Total assets Liabilities Current liabilities Non-current liabilities Total liabilities Net assets Equity Issued Capital Accumulated losses Option reserve Total equity Statement of profit or loss and other comprehensive income Loss for the year Total comprehensive income/(loss) As at 30 June 2019, the parent entity has no capital commitments (2018: Nil). Note 3 Tax Expense (a) The prima facie tax on profit from ordinary activities before income tax is reconciled to income tax as follows: Prima facie tax payable/(benefit) on profit from ordinary activities before income tax at 19%. (2018: 19%) Consolidated Group Increase (decrease) in income tax expense due to: Expenditure not allowable for income tax purposes Adjustment for different tax rates and consequences of changing tax domicile Deferred tax assets not recognised Income tax attributable to entity (b) Current tax payable The Group has no current tax payable (2018: Nil). 2019 US$ 2018 US$ 2,905,961 3,244,451 6,150,412 5,078,738 2,559,643 7,638,381 318,757 - 318,757 321,323 - 321,323 5,831,655 7,317,058 39,221,112 (34,354,352) 964,895 5,831,655 39,221,112 (32,868,949) 964,895 7,317,058 (1,485,403) (1,485,403) (1,568,951) (1,568,951) 2019 US$ 2018 US$ (329,572) (373,458) 4,852 34,684 6,550 38,622 290,036 328,286 - - On 1 April 2014, Global Petroleum Limited changed its tax domicile from Australia to the United Kingdom. However, it must be noted that under Australian tax law, Global Petroleum Limited remains an Australian tax resident. As a result, Global Petroleum Limited is a tax resident of both Australia and the United Kingdom. Under the terms of the Australia-United Kingdom Double Tax Treaty, Global Petroleum Limited will be a dual resident company deemed to be a resident in the UK for the purposes of allocating taxing rights. Multilateral Instruments (MLI) came into force in January 2019 which impact the tie breaker rule previously used for dual resident entities. The MLI changes currently cover six of Australia's double tax treaties which includes the UK. The dual residents entitlement to any treaty benefits will be denied where the two competent authorities, the Australia Taxation Office and HM Revenue and Customs do not reach an agreement on a single jurisdiction of tax residency. The Company is in the process of seeking such agreement from the relevant authorities and does not believe that the tax treatment of the Group will be impacted. Global Petroleum Limited Annual Financial Report 24 GLOBAL PETROLEUM LIMITED AND CONTROLLED ENTITIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2019 Note 3: Tax expense (continued) (c) Deferred income tax Deferred tax assets Tax losses available to offset future taxable income Tax benefit not brought to account 2019 US$ 2018 US$ 2,201,926 (2,201,926) - 1,911,890 (1,911,890) - Deferred tax assets have not been recognised in respect of tax losses because there is no convincing evidence that future taxable profit will be available against which the Group can utilise the benefits which amount to US$2,205,847 (2018: US$1,911,890). The amount of UK tax losses carried forward is US$10.91m as at 30 June 2019. (2018: US$9.43m). A corresponding deferred tax asset, calculated using the tax rate of 17%, of US$1.86m (2018: US$1.6m) has not been recognised due to insufficient certainty regarding the availability of future profits against which the losses can be utilised. The reduction in the main rate of corporation tax to 17% from 2020 was enacted in September 2016. It is not expected that the tax losses will be utilised before 2020. Therefore, a potential deferred tax asset has been calculated using this rate. In addition, the Group has a pool of pre-trading expenditure of US$1.02m (2018: US$0.77m) arising in the overseas subsidiaries for which no deferred tax asset has been recognised due to insufficient certainty regarding the availability of future profits against which the costs can be utilised. Note 4 Key Management Personnel Compensation Refer to the Remuneration Report contained in the Directors’ Report for details of the remuneration paid or payable to each member of the Group’s key management personnel (KMP) for the year ended 30 June 2019. The total of remuneration paid to KMP of the Company and the Group during the year are as follows: Short-term employee benefits Post-employment benefits Share-based payments Total KMP compensation Short-term employee benefits 2019 US$ 565,967 16,237 - 582,204 2018 US$ 530,314 19,176 128,167 677,657 – these amounts include fees and benefits paid to the Non-Executive Chairman and Non-Executive Directors as well as all salary, paid leave benefits, fringe benefits and cash bonuses awarded to executive directors and other KMP. Post-employment benefits – these amounts are the current year’s estimated costs of providing for the Group's defined benefits scheme post-retirement, superannuation contributions made during the year and post-employment life insurance benefits. Share-based payments – these amounts represent the expense related to the participation of KMP in equity-settled benefit schemes as measured by the fair value of the options, rights and shares granted on grant date. Other key management personnel transactions A number of Directors, or their related parties, hold positions in other entities that result in them having control or significant influence over the financial or operating policies of those entities. A number of these entities transacted with the Company or its controlled entities in the reporting period. During the year, the Company paid DW Accounting and Advisory Pty Ltd, a company controlled by Mr A Draffin US$26,748 (2018: US$13,746) for company secretarial services and Northlands Advisory Services Limited, a company controlled by Mr J van der Welle, US$44,382 (2018: US$44,066) for consulting services. During the financial year ending 30 June 2018, the Company paid Damien Cronin Pty Ltd trading as Law Projects, a company controlled by Mr D Cronin, US$18,536 for company secretarial services. Included in the above are the following amounts payable to related parties at 30 June 2019. All payable in full within 30 days of invoice, have standard industry terms and conditions and non of the amounts are secured on any assets. Amount owed to DW Accounting and Advisory Pty Ltd US$13,140 (2018: US$15,290) and Northlands Advisory Services Limited US$10,311 (2018: US$10,732). Global Petroleum Limited Annual Financial Report 25 GLOBAL PETROLEUM LIMITED AND CONTROLLED ENTITIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2019 Note 5 Auditor’s Remuneration Remuneration of the Group auditor KPMG Australia for: — auditing or reviewing the Group's financial statements — assurance, taxation and due diligence services Note 6 Earnings per Share (a) Reconciliation of earnings to profit or loss Loss used in calculating basic and diluted earnings per share Weighted average number of ordinary shares used in calculating basic earnings per share Effect of dilutive securities Adjusted weighted average number of ordinary shares and potential ordinary shares used in calculating basic and diluted earnings per 2019 US$ 2018 US$ 47,505 3,714 51,219 38,878 4,157 43,035 2019 US$ 2018 US$ (1,734,589) (1,965,570) 202,652,927 202,652,927 - - 202,652,927 202,652,927 Basic and diluted (loss) per share (0.86) (0.97) The above data reflects the income and share data used in the calculations of basic and diluted earnings per share. Basic earnings per share is calculated by dividing the profit attributable to equity holders of the Company, excluding any costs of servicing equity other than ordinary shares, by the weighted average number of ordinary shares outstanding during the year, adjusted for bonus elements in ordinary shares issued during the year. Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into account the after tax effect of interest and other financing costs associated with dilutive potential ordinary shares and the weighted average number of shares assumed to have been issued for no consideration in relation to dilutive potential ordinary shares. Note 7 Cash and Cash Equivalents Cash at bank and on hand Short-term bank deposits Reconciliation of cash Cash and cash equivalents at the end of the financial year as shown in the statement of cash flows is reconciled to items in the statement of financial position as follows: Cash and cash equivalents Note 8 Trade and Other Receivables Current Other receivables deposits — GST & VAT receivable — Total current trade and other receivables Credit risk 2019 US$ 2,786,791 2018 US$ 4,928,998 - - 2,786,791 4,928,998 2,786,791 4,928,998 2,786,791 4,928,998 2019 US$ 2018 US$ 22,320 51,347 73,667 8,842 88,574 97,416 The Group has no significant concentration of credit risk with respect to any single counter party or group of counter parties other than those receivables specifically provided for and mentioned within Note 8. The class of assets described as Trade and Other Receivables is considered to be the main source of credit risk related to the Group. Global Petroleum Limited Annual Financial Report 26 GLOBAL PETROLEUM LIMITED AND CONTROLLED ENTITIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2019 Note 8: Trade and Other Receivables (continued) On a geographic basis, the Group has credit risk exposures in Australia and the United Kingdom given the substantial operations in those regions. The Group’s exposure to credit risk for receivables at the end of the reporting period in those regions is as follows: Australia United Kingdom 2019 US$ 12,013 61,654 73,667 2018 US$ 8,003 89,413 97,416 The Group always measures the loss allowance for trade receivables at an amount equal to lifetime expected credit loss. The expected credit losses on trade receivables are estimated using a provision matrix by reference to past default experience of the debtor and an analysis of the debtor's current financial position, adjusted for factors that are specific to the debtors, general economic conditions of the industry in which the debtors operate and an assessment of both the current as well as the forecast direction of conditions at the reporting date. There has been no change in the estimation techniques or significant assumptions made during the current reporting period. The Group writes off a trade receivable when there is information indicating that the debtor is in severe financial difficulty and there is no realistic prospect of recovery, e.g. when the debtor has been placed under liquidation or has entered into bankruptcy proceedings, or when the trade receivables are over two years past due, whichever occurs earlier. None of the trade receivables that have been written off is subject to enforcement activities. (a) Financial Assets Measured at Amortised Cost Trade and other receivables — Total current — Total non-current Total financial assets measured at amortised cost Note 9 Interests in Subsidiaries (a) Information about Principal Subsidiaries Note 22 2019 US$ 2018 US$ 73,667 - 73,667 97,416 - 97,416 The subsidiaries listed below have share capital consisting solely of ordinary shares or ordinary units which are held directly by the Group. The proportion of ownership interests held equals the voting rights held by Group. Each subsidiary’s principal place of business is also its country of incorporation. Name of subsidiary Country of Incorporation Global Petroleum UK Limited Global Petroleum Exploration Limited United Kingdom United Kingdom Global Petroleum Namibia Limited British Virgin Islands Ownership interest held by the Group 2019 2018 100% 100% 100% 100% 100% 100% Subsidiary financial statements used in the preparation of these consolidated financial statements have also been prepared as at the same reporting date as the Group’s financial statements. (b) Significant Restrictions There are no significant restrictions over the Group's ability to access or use assets, and settle liabilities, of the Group. Global Petroleum Limited Annual Financial Report 27 GLOBAL PETROLEUM LIMITED AND CONTROLLED ENTITIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2019 Note 10 Property, Plant and Equipment Property, plant and equipment Furniture and Fittings At cost Accumulated depreciation Total property, plant and equipment (a) Movements in Carrying Amounts 2019 US$ 2018 US$ 16,337 (11,404) 4,933 15,611 (10,856) 4,755 Movements in carrying amounts for each class of property, plant and equipment between the beginning and the end of the current financial year. Consolidated Group: Balance at 1 July 2017 Additions Depreciation expense Balance at 30 June 2018 Additions Depreciation expense Balance at 30 June 2019 Note 11 Exploration and Evaluation Assets Balance at beginning of year Expenditure capitalised during the period Balance at end of year Furniture and Fittings US$ Total US$ 5,944 5,944 - (1,189) 4,755 726 (548) - (1,189) 4,755 726 (548) 4,933 4,933 2019 US$ 1,988,145 2018 US$ 1,109,115 350,950 879,030 2,339,095 1,988,145 At 30 June 2019, the balance of the Group's exploration and evaluation assets relates solely to its interests in Namibia. During the year, the Group also incurred exploration and evaluation expenditure of US$62,462 (2018: US$107,379) which has been expensed as business development as it did not meet the criteria for recognition as exploration assets under the Group's accounting policy. In addition, an amount of US$73,296 (2018: US$101,243) was spent on business development, which relates to the Group's activities in assessing opportunities in the oil and gas sector. Namibia In November 2017, Global Petroleum Namibia Limited ("GBPN") agreed with The Ministry of Mines and Energy ("MME") an extension to the First Renewal Exploration Period of 12 months to 3 December 2018. In addition, the MME has agreed entry into the Second Renewal Period which became effective from 3 December 2018. In September 2018, GBPN was awarded Licence PEL 0094 and the Petroleum Agreement was signed on 11 September 2018. The Initial Exploration Period runs for four years, and is divided into two sub periods of two years each; IEP1 and IEP2. IEP 1 runs from September 2018 to September 2020. During IEP1, Global has undertaken to purchase and reprocess the existing available 3D Seismic data and other 2D data, as well as some additional G & G studies. Exploration commitments on the Company's exploration tenements are detailed in Note 16. Global Petroleum Limited Annual Financial Report 28 GLOBAL PETROLEUM LIMITED AND CONTROLLED ENTITIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2019 Note 12 Other Assets Current Prepayments Non-current Prepayments Note 13 Trade and Other Payables Current Trade payables Sundry payables and accrued expenses (a) Financial liabilities at amortised cost classified as trade and other payables Trade and other payables — Total current — Total non-current Note 14 Provisions Current Employee Benefits Opening balance at 1 July Additional provisions Balance at 30 June Provision for Employee Benefits 2019 US$ 2018 US$ 66,098 68,502 - - 66,098 68,502 2019 US$ 2018 US$ 33,819 169,827 149,512 97,684 183,331 267,511 2019 US$ 2018 US$ 183,331 - 183,331 267,511 - 267,511 2019 US$ 2018 US$ 141,095 117,055 1,537 24,040 142,632 141,095 Provision for employee benefits represents amounts accrued for annual leave and long service leave. Liabilities for wages, salaries and remuneration, including non-monetary benefits, annual leave and accumulating sick leave expected to be settled within 12 months of the reporting date are recognised in provisions in respect of employees' services up to the reporting date and are measured at the amounts expected to be paid when the liabilities are settled. Liabilities for non-accumulating sick leave are recognised when the leave is taken and measured at the rates paid or payable. Employee benefits payable later than one year are measured at the present value of the estimated future cash flows to be made for those benefits. Global Petroleum Limited Annual Financial Report 29 GLOBAL PETROLEUM LIMITED AND CONTROLLED ENTITIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2019 Note 15 Issued Share Capital 202,652,927 (2018: 202,652,927) fully paid ordinary shares 2019 US$ 39,221,112 39,221,112 2018 US$ 39,221,112 39,221,112 The Group has authorised share capital amounting to 202,652,927 fully paid ordinary shares. The shares have no par value. (a) Ordinary shares At the beginning of the reporting period Shares issued during the year At the end of the reporting period No shares were issued during the 2019 financial year. (b) Options At the beginning of the reporting period Options issued during the year At the end of the reporting period (c) Capital Management 2019 No. 2018 No. 202,652,927 202,652,927 - 202,652,927 202,652,927 - 2019 2018 Number of options Number of options Weighted average exercise prices AU$ 15,600,000 - 15,600,000 0.048 15,600,000 - 0.048 - 15,600,000 Weighted average exercise prices AU$ 0.048 - 0.048 The Board's policy is to maintain a strong capital base so as to maintain investor, creditor and market confidence and to sustain future development of the business. Given the stage of development of the Group, the Board's objective is to minimise debt and to raise funds as required through the issue of new shares. (See Note 1(a) - Going Concern) There were no changes in the Group's approach to capital management during the year. The Group is not subject to any externally imposed capital requirements. (d) Dividends No dividends have been paid or declared during the year (2018: Nil). Note 16 Capital and Future Commitments (a) Exploration and expenditure commitments In order to maintain current rights of tenure to exploration tenements, the Group is required to perform minimum exploration work to meet the minimum expenditure requirements specified by various foreign governments where exploration tenements are held. These obligations are subject to renegotiation when application for a tenement is made and at other times. These obligations are not provided for in the financial statements. Financial commitments for subsequent periods can only be determined at future dates, as the success or otherwise of exploration programmes determines courses of action allowed under options available in tenements. The Group's only exploration expenditure commitments relate to its interest in joint ventures. Refer to Note 16(b) for further information. (b) Joint venture commitments Global Petroleum Namibia Limited, a 100% subsidiary of the Group, holds prospective oil and gas exploration interests offshore Namibia. In order to maintain current rights to tenure to the exploration licences, Global is required to perform minimum exploration work to meet the minimum expenditure requirements specified in each Namibian Petroleum Exploration Licence (PEL). Namibia Licence PEL 0029 The obligations include: (i) First Renewal Exploration Period (Two years from 3 December 2015 to 3 December 2017 - with subsequent extension to 3 December 2018): - - Following the completion of the minimum required exploration expenditure for the 2 year period, in November 2017, Global agreed with the MME an extension to the First Renewal Exploration period of 12 months to 3 December 2018, which has become effective. The minimum work programme for the one year extension is the acquisition of 600 square kilometres of 3D seismic data, contingent upon Global concluding a farm-out agreement with a third party to fund the acquisition of the 3D data. The 3D acquisition was not completed during the 12 month extension period and has been carried over into the Second Renewal Period. Global Petroleum Limited Annual Financial Report 30 GLOBAL PETROLEUM LIMITED AND CONTROLLED ENTITIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2019 Note 16: Capital and future commitments (continued) (ii) Second Renewal Period (Two years from 3 December 2018): - During the Second Renewal Period, effective from 3 December 2018 for a period of two years, the firm commitment is a work programme that consists of various studies, including mapping of source rock, mapping of contourites deposits, fault studies and amplitude versus offset (AVO) analyses and extended elastic impedance (EEI) studies on seismic data. The financial commitment to undertake the firm work programme is US$350,000. In addition, and carried over from the First Renewal Period (Phase 2) extension, is the acquisition of 600 sq km of 3D Seismic data - contingent upon the Company concluding a farmout and drilling one exploration well, depth and location yet to be a agreed. Global Petroleum Namibia Limited has an 85% interest in the Petroleum Exploration Licence, however, it is responsible for 100% of the expenditure requirements with its joint venture partners holding a total of 15% free carried interest. Namibia Licence PEL 0094 Global was awarded this licence in Namibia in September 2018, and a Petroleum Agreement was signed on 11 September 2018. The Initial Exploration Period ("IEP") runs for four years, and is divided into two sub periods of two years each; IEP1, and IEP2. IEP 1 runs from September 2018 to September 2020. During IEP1, Global has undertaken to purchase and reprocess the existing available 3D seismic data and other 2D data, as well as some additional G&G studies. The Company is currently negotiating the acquisition of the 3D data. The estimated cost of acquisition for 2D data and reprocessing of both 2D and 3D is estimated at US $1.3 million. During IEP2, Global has the option to either shoot a new 2,000 square kilometre 3D seismic data survey within the eastern part of PEL 0094, or alternatively relinquish the licence. Global Petroleum Namibia Limited has an 85% interest in the Petroleum Exploration Licence, however, it is responsible for 100% of the expenditure requirements with its joint venture partners holding a total of 15% free carried interest. The Group issued a bank guarantee for US$130,050 to secure licence PEL 0094 during the reporting period. Note 17 Operating Segments General Information Identification of reportable segments The Group operates in the oil and gas exploration, development and production segments as described below: The Group currently holds prospective oil and gas exploration interests offshore Namibia. Basis of accounting for purposes of reporting by operating segments (a) Accounting policies adopted Unless stated otherwise, all amounts reported to the Board of Directors, being the chief operating decision makers with respect to operating segments, are determined in accordance with accounting policies that are consistent with those adopted in the annual financial statements of the Group. (b) Intersegment transactions An internally determined transfer price is set for all intersegment sales. This price is reset quarterly and is based on what would be realised in the event the sale was made to an external party at arm’s length. All such transactions are eliminated on consolidation of the Group's financial statements. Corporate charges are allocated to reporting segments based on the segment's overall proportion of revenue generation within the Group. The Board of Directors believes this is representative of likely consumption of head office expenditure that should be used in assessing segment performance and cost recoveries. Intersegment loans payable and receivable are initially recognised at the consideration received/to be received net of transaction costs. If intersegment loans receivable and payable are not on commercial terms, these are not adjusted to fair value based on market interest rates. This policy represents a departure from that applied to the statutory financial statements. (c) Segment assets Where an asset is used across multiple segments, the asset is allocated to the segment that receives the majority of the economic value from the asset. In most instances, segment assets are clearly identifiable on the basis of their nature and physical location. (d) Segment liabilities Liabilities are allocated to segments where there is direct nexus between the incurrence of the liability and the operations of the segment. Borrowings and tax liabilities are generally considered to relate to the Group as a whole and are not allocated. Segment liabilities include trade and other payables and certain direct borrowings. Global Petroleum Limited Annual Financial Report 31 GLOBAL PETROLEUM LIMITED AND CONTROLLED ENTITIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2019 Note 17: Operating Segments (continued) (e) Unallocated items The following items of revenue, expense, assets and liabilities are not allocated to operating segments as they are not considered part of the core operations of any segment: • Derivatives • Net gains on disposal of available-for-sale investments • Impairment of assets and other non-recurring items of revenue or expense • Income tax expense • Deferred tax assets and liabilities • Current tax liabilities • Other financial liabilities • Intangible assets • Discontinued operations • Retirement benefit obligations Segment information (f) (i) Segment performance 30 June 2019 Interest income Net foreign exchange gain/(loss) Corporate and administration costs Equity based remuneration Loss before income tax Income tax (expense)/benefit for continuing operations Loss for the year (ii) Segment assets and liabilities 30 June 2019 Segment assets Assets Total segment assets Unallocated assets Consolidated assets Segment liabilities Liabilities Total segment liabilities Unallocated liabilities Consolidated liabilities Acquisition of non-current assets, including capitalised exploration assets Africa Consolidated 2019 US$ 2018 US$ 2019 US$ 2018 US$ - - - - - - - - - - - - - - 51,497 (35,657) (1,750,429) - 79,813 (13,369) (1,903,847) (128,167) (1,734,589) - (1,965,570) - (1,734,589) (1,965,570) Africa Consolidated 2019 US$ 2018 US$ 2019 US$ 2018 US$ 2,339,095 2,004,324 2,339,095 2,004,324 2,339,095 2,004,324 2,339,095 2,004,324 2,931,489 5,083,492 5,270,584 7,087,816 7,211 7,211 87,282 87,282 7,211 7,211 87,282 87,282 318,752 321,324 325,963 408,606 350,950 879,030 350,950 879,030 Global Petroleum Limited Annual Financial Report 32 GLOBAL PETROLEUM LIMITED AND CONTROLLED ENTITIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2019 Note 18 Cash Flow Information (a) Reconciliation of Cash Flows from Operating Activities with Profit after Income Tax Loss after income tax Adjustments for items classified as investing/financing activities: Adjustments for non-cash items: Depreciation Unrealised net foreign exchange (gain)/loss Equity based remuneration Changes in assets and liabilities, net of the effects of purchase and disposal of subsidiaries: Decrease/ (increase) in receivables and prepayments (Decrease)/ increase in payables Increase/ (decrease) in provisions Net cash (used in) operating activities Note 19 Share-based Payments 2019 US$ 2018 US$ (1,734,589) (1,965,570) - 208,622 548 (1,755) 1,188 23,222 - 128,167 26,154 (84,180) 1,537 16,406 (177,044) (2,724) (1,792,285) (1,767,733) From time to time, the Group may provide shares or incentive options to Directors, officers, employees, consultants and other key advisors as part of remuneration and incentive arrangements. The number of shares and options granted, and the terms of the options granted are determined by the Board. Shareholder approval is sought where required. Options and Shares granted to Directors No share or options were granted or issued to the Directors during the financial year. On 14 November 2017, following AGM approval, a total of 8,000,000 options were issued to some of the Directors for no consideration. They were valued at AU$0.021 (US$0.016) per option. The fair value of the options was determined using the Binomial options pricing model. They are exercisable on or before 13 November 2022 with an exercise price of AU$0.0318/option. There were no vesting or performance conditions. Fair value at grant date Share price Exercise price Expected volatility Expected option life Expected dividends Risk-free interest rate (based on government bonds) Year ended 30 June 2019 N/A N/A N/A N/A N/A N/A N/A Year ended 30 June 2018 AU$0.0210 (US$0.0160) AU$0.0310 (US$0.0236) AU$0.0318 (US$0.0191) 85% 5 years Nil 2.24% The fair value of options granted (determined using the Black-Scholes or the Binomial pricing model) is recognised as an expense with a corresponding increase in equity. The fair value is measured at grant date and recognised over the period during which option holders become unconditionally entitled to the options. Share based payments vest only if non-market performance criteria are met, the value of the share based payment is recognised only when it is likely that such criteria may be met, and the expense recognised is adjusted to reflect the number of wards that ultimately vest. Note 20 Events After the Reporting Period In early July 2019, the Rome Tribunal rejected the sole outstanding appeal against the Environmental Decrees for the Company’s applications. The appeal was brought by the town of Trani, in relation to d82 F.R-GP and d83 F.R-GP, an award of costs against the appellant was made. In mid-July 2019, the region of Puglia in Italy made additional appeals to the Council of State against the judgements of the Rome Tribunal in relation to the Company’s Italian applications, d80 F.R-GP and d80 F.R-GP. No date has been set for the hearing of the latest appeals. As at the date of this report, there are no other matters or circumstances which have arisen since 30 June 2019 that have significantly affected or may significantly affect: (a) (b) (c) The operations, in financial years subsequent to 30 June 2019, of the Group; The results of those operations, in financial years subsequent to 30 June 2019, of the Group; or The state of affairs, in the financial years subsequent to 30 June 2019, of the Group. Global Petroleum Limited Annual Financial Report 33 GLOBAL PETROLEUM LIMITED AND CONTROLLED ENTITIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2019 Note 21 Related Parties Related Parties (a) Ultimate parent Global Petroleum Limited is the ultimate parent entity of the Group. (b) Key management personnel The key management personnel of the Group during of since the end of the financial year were as follows: Directors Mr John van der Welle Mr Peter Hill Mr Peter Blakey Mr Andrew Draffin Mr Garrick Higgins Mr Peter Taylor Non-Executive Chairman Managing Director and Chief Executive Officer Non-Executive Director Non-Executive Director and Company Secretary Non-Executive Director Non-Executive Director Note 22 Financial Risk Management The Group's principal financial instruments comprise trade and other receivables, trade and other payables, cash and term deposits. The main risks arising from the Group's financial instruments are interest rate risk, foreign currency risk, credit risk and liquidity risk. This note presents information about the Group's exposure to each of the above risks, its objectives, policies and processes for measuring and managing risk, and the management of capital. Other than as disclosed, there have been no significant changes since the previous financial year to the exposure or management of these risks. The Board of Directors has overall responsibility for the establishment and oversight of the risk management framework. Given the nature and size of the business, no formal risk management committees have been established, however responsibility for control and risk management is delegated to the appropriate level of management with the Chairman, CEO and Company Secretary (or their equivalent) having ultimate responsibility to the Board for the risk management and control framework. Risk management policies are established to identify and analyse the risks faced by the Group, to set appropriate risk limits and controls, and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Group's activities. Arrangements put in place by the Board to monitor risk management include regular reporting to the Board in respect of the operations and financial position of the Group. The Board also reviews risks that relate to operations and financial instruments as required, at least every six months. Given the uncertainty as to the timing and amount of cash inflows and outflows, the Group has not implemented any additional strategies to mitigate the financial risks and no hedging has been put in place. As the Group's operations change, the Directors will review this policy periodically going forward. The totals for each category of financial instruments, measured in accordance with AASB 139: Financial Instruments: Recognition and Measurement as detailed in the accounting policies to these financial statements, are as follows: Financial Assets Financial assets at amortised cost — — cash and cash equivalents trade and other receivables Total financial assets Financial Liabilities Financial liabilities at amortised cost — Trade and other payables Total financial liabilities Note 7 8 2019 US$ 2018 US$ 2,786,791 4,928,998 73,667 97,416 2,860,458 5,026,414 13 183,331 267,511 183,331 267,511 Specific Financial Risk Exposures and Management The main risks the Group is exposed to through its financial instruments are credit risk, liquidity risk and market risk consisting of interest rate risk, foreign currency risk and other price risk (commodity and equity price risk). There have been no substantive changes in the types of risks the Group is exposed to, how these risks arise, or the Board’s objectives, policies and processes for managing or measuring the risks from the previous period. Global Petroleum Limited Annual Financial Report 34 GLOBAL PETROLEUM LIMITED AND CONTROLLED ENTITIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2019 Note 22 : Financial Risk Management (continued) a. Credit risk Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its contractual obligations. This arises principally from cash and cash equivalents and trade and other receivables. There are no significant concentrations of credit risk within the Group with exception of cash on deposit as described below. Trade and other receivables comprise accrued interest, GST, VAT and other tax refunds due. Where possible, the Group trades only with recognised, creditworthy third parties. It is the Group's policy that all customers who wish to trade on credit terms are subject to credit verification procedures. In addition, receivable balances are monitored on an ongoing basis with the result that the Group's exposure to bad debts is not significant. At 30 June 2019, none (2018: none) of the Group's receivables are past due. No impairment losses have been recognised in the Consolidated Statement of Profit or Loss and Other Comprehensive Income. With respect to credit risk from cash and cash equivalents, the Group's exposure to credit risk arises from default of the counterparty, with a maximum exposure equal to the carrying amount of these instruments. b. Liquidity risk Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due. The Board's approach to managing liquidity is to ensure, as far as possible, that the Group will have sufficient liquidity to meet its liabilities when due. As at 30 June 2019, the Group has sufficient liquid assets to meet its financial obligations. The table below reflects an undiscounted contractual maturity analysis for financial assets and financial liabilities. Financial guarantee liabilities are treated as payable on demand since the Group has no control over the timing of any potential settlement of the liabilities. Cash flows realised from financial assets reflect management’s expectation as to the timing of realisation. Actual timing may therefore differ from that disclosed. The timing of cash flows presented in the table to settle financial liabilities reflect the earliest contractual settlement dates and do not reflect management’s expectations that banking facilities will be rolled forward. Financial liability and financial asset maturity analysis Consolidated Group 2019 US$ 2018 US$ 2019 US$ 2018 US$ 2019 US$ 2018 US$ 2019 US$ 2018 US$ Within 1 Year 1 to 5 years Over 5 years Total Financial liabilities due for payment Trade and other 183,331 payables 267,511 Total expected outflows 183,331 267,511 - - Consolidated Group Within 1 Year 1 to 5 years 2019 US$ 2018 US$ 2019 US$ 2018 US$ Financial Assets - cash flows realisable Cash and cash equivalents 2,786,791 4,928,998 73,667 97,416 2,860,458 5,026,414 2,677,127 4,758,903 Trade and other receivables Total anticipated inflows Net (outflow) / inflow on financial instruments c. Market Risk i. Interest rate risk - - - - - - - - - - - - Over 5 years 2019 US$ 2018 US$ - - - - - - - - - - 183,331 267,511 183,331 267,511 Total 2019 US$ 2018 US$ 2,786,791 4,928,998 73,667 97,416 2,860,458 5,026,414 2,677,127 4,758,903 The Group's exposure to the risk of changes in market interest rates relates primarily to the cash at bank and term deposits with a floating interest rate. These financial assets with variable rates expose the Group to cash flow interest rate risk. All other financial assets and liabilities, in the form of receivables and payables, are non-interest bearing. Interest rate sensitivity A sensitivity of 50 basis points ("bp") increase or decrease to the existing floating rate has been selected as this is considered reasonable given the current level of both short term and long term interest rates. A change of 50 basis points in interest rate at the deporting date would have increased (decreased) profit or loss and equity by the amount shown below. The analysis assumes that all other variables, in particular foreign currency rates, remain constant. The Group currently does not engage in any hedging or derivative transactions to manage interest rate risk. Global Petroleum Limited Annual Financial Report 35 GLOBAL PETROLEUM LIMITED AND CONTROLLED ENTITIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2019 Note 22 : Financial Risk Management (continued) 2019 Cash and cash equivalents 2018 Cash and cash equivalents ii. Foreign currency risk Profit or Loss 50bp Increase 50bp Decrease US$ 13,934 US$ 13,934 30,080 30,080 The Company and its subsidiaries in the Group have a functional currency of US$. The Group is exposed to foreign currency risk from transactional currency exposure. Such exposure arises from transactions denominated in currencies other than the functional currency of the entities in the Group. As at 30 June 2019, the Group had foreign denominated deposits of AU$39,074 (US$27,402) and GBP77,438 (US$98,269). The Group had current liabilities of AU$71,170 (US$49,911), GBP51,082 (US$68,323) and Euro37,037 (US$48,919) and prepayments and other debtors of AU$14,093 (US$11,452) and GBP55,489 (US$62,215) and provisions of GBP112,565 (US$142,632). As at 30 June 2018, the Group had foreign denominated deposits of AU$119,564 (US$88,513) and GBP111,102 (US$146,755). The Group had currency liabilities of AU$96,802 (US$71,707), GBP134,944 (US$178,248) and Euro15,000 (US$17,556) and prepayments and other debtors of AU$12,672 (US$9,382) and GBP106,157 (US$140,223) and provisions of GBP106,816 (US$141,094). The Group currently does not engage in any hedging or derivative transactions to manage foreign currency risk. Sensitivity analysis for currency risk A sensitivity of 10% has been selected as this is considered reasonable given historic and potential future changes in foreign currency rates. This sensitivity analysis is prepared as at the balance sheet date. Year ended 30 June 2019 +/- 10% in AU$/US$ and GBP/US$ Year ended 30 June 2018 +/- 10% in AU$/US$ and GBP/US$ Profit US$ Equity US$ 8,852 8,852 Consolidated Group Profit US$ 79,348 Equity US$ 79,348 There have been no changes in any of the methods or assumptions used to prepare the above sensitivity analysis from the prior year. Fair Values Fair value estimation The fair values of financial assets and financial liabilities are presented in the following table and can be compared to their carrying amounts as presented in the statement of financial position. Differences between fair values and carrying amounts of financial instruments with fixed interest rates are due to the change in discount rates being applied by the market since their initial recognition by the Group. Consolidated Group Financial assets Financial assets at amortised cost: Cash and cash equivalents Trade and other receivables: Total financial assets Financial liabilities at amortised cost Trade and other payables Total financial liabilities Note 2019 2018 Carrying Amount US$ Fair Value US$ Carrying Amount US$ Fair Value US$ 7 8 13 2,786,791 73,667 2,860,458 2,786,791 73,667 2,860,458 4,928,998 97,416 5,026,414 4,928,998 97,416 5,026,414 183,331 183,331 183,331 183,331 267,511 267,511 267,511 267,511 (i) Cash and cash equivalents, trade and other receivables, and trade and other payables are short-term instruments in nature whose carrying amounts are equivalent to their fair values. (ii) Term receivables reprice to market interest rates every three months, ensuring carrying amounts approximate fair value. Global Petroleum Limited Annual Financial Report 36 GLOBAL PETROLEUM LIMITED AND CONTROLLED ENTITIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2019 Note 23 Reserves a. Foreign Currency Translation Reserve The foreign currency translation reserve comprises all foreign exchange differences arising from the translation of the financial statements of foreign operations where their functional currency is different to the presentation currency of the Parent Entity. As a result of the change in functional currency of the Company and several of its subsidiaries on 1 July 2014, no further foreign currency translation differences were recognised as all entities in the Group have a US$ functional currency. b. Option Reserve The option reserve comprises the cumulative grant date fair value of options issued to Directors, other personnel and consultants over the vesting period. i. Analysis of items of other comprehensive income by each class of reserve Foreign currency translation reserve Opening balance as at 1 July 2018 Movement in foreign currency translation reserve Closing balance as at 30 June 2019 Option reserve Opening balance as at 1 July 2018 Movement in options reverse Closing balance as at 30 June 2019 Total reserves Note 24 Interests in Joint Operations 2019 US$ 2018 US$ 570,410 570,410 - - 570,410 570,410 964,895 964,895 - - 964,895 964,895 1,535,305 1,535,305 The Group holds interest in various joint ventures, whose principal activities are in petroleum exploration and production. Refer to Note 11 - Exploration and Evaluation Assets Costs incurred attributable to joint operations have been capitalised based on accounting policies in Note 1(f) - Exploration and Evaluation Expenditure. Included in the assets and liabilities of the Group are the following assets and liabilities: Current assets Trade and other receivables Total current assets Non-current assets Exploration and evaluation assets Total non-current assets Total assets Current liabilities Trade and other payables Total current liabilities Total liabilities Net assets 2019 US$ 2018 US$ 20,595 20,595 16,179 16,179 2,339,095 1,988,145 2,339,095 1,988,145 2,359,690 2,004,324 7,211 7,211 7,211 87,282 87,282 87,282 2,352,479 1,917,042 The parent entity does not guarantee to pay the deficiency of its controlled entities in the event of a winding up of any controlled entity. In accordance with normal industry practice, the Group has entered into joint ventures with other parties for the purpose of exploring and developing petroleum interests. If a party to a joint venture defaults and does not contribute its share of joint venture obligations, then the other joint venture participants may be liable to meet those obligations. In this event, the interest in the permit held by the defaulting party may be redistributed to the remaining joint venturers. Global Petroleum Limited Annual Financial Report 37 GLOBAL PETROLEUM LIMITED AND CONTROLLED ENTITIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2019 Note 25 Company Details The registered office of the company is: C/- DW Accounting & Advisory Pty Ltd Level 4, 91 William Street Melbourne Vic 3000 Australia UK Office: 111 Buckingham Palace Road London SW1W OSR United Kingdom Global Petroleum Limited Annual Financial Report 38 GLOBAL PETROLEUM LIMITED AND CONTROLLED ENTITIES DIRECTORS' DECLARATION In accordance with a resolution of the Directors of Global Petroleum Limited, the Directors of the Company declare that: 1. the financial statements and notes are in accordance with the Corporations Act 2001 and: (a) (b) comply with Australian Accounting Standards applicable to the entity, which, as stated in accounting policy Note 1 to the financial statements, constitutes compliance with International Financial Reporting Standards; and give a true and fair view of the financial position as at 30 June 2019 and of the performance for the year ended on that date of the consolidated group; 2. 3. in the Directors' opinion there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable; and the Directors have been given the declarations required by section 295A of the Corporations Act 2001 from the Chief Executive Officer and Company Secretary. Signed in accordance with a resolution of the Directors of Global Petroleum Limited. Director Dated this Andrew Draffin 30 September 2019 Global Petroleum Limited Annual Financial Report 39 Independent Auditor’s Report To the shareholders of Global Petroleum Limited Report on the audit of the Financial Report Opinion We have audited the Financial Report of Global Petroleum Limited (the Company). In our opinion, the accompanying Financial Report of the Company is in accordance with the Corporations Act 2001, including: • giving a true and fair view of the Group’s financial position as at 30 June 2019 and of its financial performance for the year ended on that date; and • complying with Australian Accounting Standards and the Corporations Regulations 2001. The Financial Report comprises: • Consolidated statement of financial position as at 30 June 2019; • Consolidated statement of profit or loss and other comprehensive income, consolidated statement of changes in equity, and consolidated statement of cash flows for the year then ended; • Notes including a summary of significant accounting policies; and • Directors’ Declaration. The Group consists of the Company and the entities it controlled at the year-end or from time to time during the financial year. Basis for opinion We conducted our audit in accordance with Australian Auditing Standards. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the Financial Report section of our report. We are independent of the Group in accordance with the Corporations Act 2001 and the ethical requirements of the Accounting Professional and Ethical Standards Board’s APES 110 Code of Ethics for Professional Accountants (the Code) that are relevant to our audit of the Financial Report in Australia. We have fulfilled our other ethical responsibilities in accordance with the Code. KPMG, an Australian partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. Liability limited by a scheme approved under Professional Standards Legislation. 40 Material uncertainty related to going concern We draw attention to Note 1(a), “Going Concern” in the financial report. The conditions disclosed in Note 1(a), indicate a material uncertainty exists that may cast significant doubt on the Group’s ability to continue as a going concern and, therefore, whether it will realise its assets and discharge its liabilities in the normal course of business, and at the amounts stated in the financial report. Our opinion is not modified in respect of this matter. In concluding there is a material uncertainty related to going concern we evaluated the extent of uncertainty regarding events or conditions casting significant doubt in the Group’s assessment of going concern. This included: • Analysing the cash flow projections by: • Evaluating the underlying data used to generate the projections for consistency with other information tested by us, our understanding of the Group’s intentions, and past results and practices; • Assessing the planned levels of operating and capital expenditures for consistency of relationships and trends to the Group’s historical results, results since year end, and our understanding of the business, industry and economic conditions of the Group; • Assessing significant non-routine forecast cash inflows and outflows for feasibility, quantum and timing. We used our knowledge of the client, its industry and current status of those initiatives to assess the level of associated uncertainty; • Reading Directors minutes to understand the Group’s ability to raise additional shareholder funds, and assess the level of associated uncertainty; and • Evaluating the Group’s going concern disclosures in the financial report by comparing them to our understanding of the matter, the events or conditions incorporated into the cash flow projection assessment, the Group’s plans to address those events or conditions, and accounting standard requirements. We specifically focused on the principle matters giving rise to the material uncertainty. Key Audit Matters Key Audit Matters are those matters that, in our professional judgement, were of most significance in our audit of the Financial Report of the current period. These matters were addressed in the context of our audit of the Financial Report as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. In addition to the matter described in the Material uncertainty related to going concern section, we have determined the matter described below to be the Key Audit Matter. Exploration assets ($2,339,095) Refer to Note 11 to the Financial Report The key audit matter How the matter was addressed in our audit Exploration and evaluation expenditure (E&E) capitalised as exploration assets is a key audit matter due to: • the significance of the activity to the Group’s business and the balance (being Our audit procedures included: • Evaluating the Group’s accounting policy to recognise exploration assets using the criteria in the accounting standard; • We assessed the Group’s determination of its 41 • 44% of total assets); and the greater level of audit effort to evaluate the Group’s application of the requirements of the industry specific accounting standard AASB 6 Exploration for and Evaluation of Mineral Resources, in particular the conditions allowing capitalisation of relevant expenditure and presence of impairment indicators. The presence of impairment indicators would necessitate a detailed analysis by the Group of the value of E&E, therefore given the criticality of this to the scope and depth of our work, we involved senior team members to challenge the Group’s determination that no such indicators existed. In assessing the conditions allowing capitalisation of relevant expenditure, we focused on: • the determination of the areas of interest; and • documentation available regarding rights to tenure, via licensing, and compliance with relevant conditions, to maintain current rights to an area of interest and the Group’s intention and capacity to continue the relevant E&E activities. In assessing the presence of impairment indicators, we focused on those that may draw into question the commercial continuation of E&E activities for the Namibian areas of interest, which are the Group’s only areas of interest where capitalised E&E exists. In addition to the assessments above, and given the financial position of the Group, we paid particular attention to the ability of the Group to fund the continuation of E&E activities. These assessments can be inherently difficult, particularly where the Group is reliant on alternative funding sources. Namibian areas of interest for consistency with the definition in the accounting standard. This involved analysing the licenses in which the Group holds an interest and the exploration programmes planned for those for consistency with documentation such as the license work programmes; • We assessed the Group’s current rights to tenure of its Namibian areas of interest by checking the ownership of the licenses to the agreement with the Namibian government registry. We also tested for compliance with conditions, such as minimum expenditure requirements; • We tested the Group’s additions to exploration assets for the year by evaluating a statistical sample of recorded expenditure for consistency to underlying records, the capitalisation requirements of the Group’s accounting policy and the requirements of the accounting standard; • We evaluated Group documents, such as Directors minutes, for consistency with their stated intentions for continuing E&E activities in the Namibian areas of interest. We corroborated this through interviews with key operational and finance personnel; • We analysed the Group’s assessment of impairment indicators for its Namibian areas of interest for consistency with the requirements of the accounting standard by: − checking the status of the right to tenure in the agreement with the Namibian government registry; and − evaluating the Group’s documentation of the results of recent exploration activities and planned future activities, including work programmes and budgets. • We obtained the Group’s budget identifying exploration activities with existing funding and those requiring alternate funding sources. We identified those exploration activities relying on alternate funding sources and evaluated the capacity of the Group to secure the funding. 42 Other information Other Information is financial and non-financial information in Global Petroleum Limited’s annual reporting which is provided in addition to the Financial Report and the Auditor’s Report. The Directors are responsible for the Other Information. Our opinion on the Financial Report does not cover the Other Information and, accordingly, we do not express an audit opinion or any form of assurance conclusion thereon, with the exception of the Remuneration Report and our related assurance opinion. In connection with our audit of the Financial Report, our responsibility is to read the Other Information. In doing so, we consider whether the Other Information is materially inconsistent with the Financial Report or our knowledge obtained in the audit, or otherwise appears to be materially misstated. We are required to report if we conclude that there is a material misstatement of this Other Information, and based on the work we have performed on the Other Information that we obtained prior to the date of this Auditor’s Report we have nothing to report. Responsibilities of the Directors for the Financial Report The Directors are responsible for: • preparing the Financial Report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001; • implementing necessary internal control to enable the preparation of a Financial Report that gives a true and fair view and is free from material misstatement, whether due to fraud or error; • assessing the Group and Company’s ability to continue as a going concern and whether the use of the going concern basis of accounting is appropriate. This includes disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless they either intend to liquidate the Group and Company or to cease operations, or have no realistic alternative but to do so. Auditor’s responsibilities for the audit of the Financial Report Our objective is: • • to obtain reasonable assurance about whether the Financial Report as a whole is free from material misstatement, whether due to fraud or error; and to issue an Auditor’s Report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Australian Auditing Standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error. They are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of the Financial Report. A further description of our responsibilities for the audit of the Financial Report is located at the Auditing and Assurance Standards Board website at: http://www.auasb.gov.au/auditors_responsibilities/ar1.pdf.This description forms part of our Auditor’s Report. 43 Report on the Remuneration Report Opinion Directors’ responsibilities In our opinion, the Remuneration Report of Global Petroleum Limited for the year ended 30 June 2019, complies with Section 300A of the Corporations Act 2001. The Directors of the Company are responsible for the preparation and presentation of the Remuneration Report in accordance with Section 300A of the Corporations Act 2001. Our responsibilities We have audited the Remuneration Report included in Section 12 of the Directors’ report for the year ended 30 June 2019. Our responsibility is to express an opinion on the Remuneration Report, based on our audit conducted in accordance with Australian Auditing Standards. KPMG Erin Neville-Stanley Partner Brisbane 30 September 2019 44 GLOBAL PETROLEUM LIMITED AND CONTROLLED ENTITIES ABN: 68 064 120 896 ADDITIONAL INFORMATION The following information is current as at 27 September 2019. 1. a. Shareholding Distribution of Shareholders Category (size of holding) 1 – 1,000 1,001 – 5,000 5,001 – 10,000 10,001 – 100,000 100,001 – and over Number of Shareholders Number of Shares 819 600 180 312 73 1,984 358,544 1,551,348 1,404,370 9,426,150 189,912,515 202,652,927 b. The number of shareholdings held in less than marketable parcels is 1,763 (2018: 1,640) with a combined total of 5,776,178 securities (2018: 3,658,496) c. The names of the substantial shareholders listed in the holding company’s register are: Shareholder Mr Peter Blakey Mr Peter Taylor d. Voting Rights Number of Shares No. of Fully Paid Ordinary Shares % Held of Issued Ordinary Capital 39,099,318 37,543,319 19.29% 18.53% The voting rights attached to each class of equity security are as follows: Ordinary shares – Each ordinary share is entitled to one vote when a poll is called, otherwise each member present at a meeting or by proxy has one vote on a show of hands. Unlisted options – Option holders do not have any rights to participate in any issues or other interest in the company. Global Petroleum Limited Annual Financial Report 45 GLOBAL PETROLEUM LIMITED AND CONTROLLED ENTITIES ABN: 68 064 120 896 ADDITIONAL INFORMATION e. 20 Largest Shareholders — Ordinary Shares Name 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 11. 12. 13. 14. 15. 16. 17. 18. 19. 20. COMPUTERSHARE CLEARING PTY LTD MR PETER BLAKEY MR PETER TAYLOR MRS SANDRA ANNE DAVID COSMOS NOMINEES PTY LTD MR THOMAS PATRICK CROSS + MS LINDA CROSS I P M PERSONAL PENSION TRUSTEES LIMITED MR BRIAN CRAWSHAW MR TERRENCE PETER WILLIAMSON + MS JONINE MAREE JANCEY ARREDO PTY LTD MILLSY PTY LTD MR JOHN EDWARD MORRELL J P MORGAN NOMINEES AUSTRALIA PTY LIMITED MR ROBERT HASTINGS SMYTHE MANLE PTY LTD MR PETER GERARD HILL PAMRON HOLDINGS PTY LTD MR NICK FILIPOVIC + MRS JANE MARINA FILIPOVIC MRS SIEU LIEN THONG MS ANGELINA HUI-MIN TAN Number of Ordinary Fully Paid Shares Held % Held of Issued Ordinary Capital 73,209,589 39,099,318 37,543,319 6,845,660 3,450,000 2,776,400 1,556,000 1,500,000 1,500,000 1,430,000 1,100,000 900,000 890,627 871,800 750,000 710,000 692,073 640,875 602,156 550,000 176,617,817 36.13% 19.29% 18.53% 3.38% 1.70% 1.37% 0.77% 0.74% 0.74% 0.71% 0.54% 0.44% 0.44% 0.43% 0.37% 0.35% 0.34% 0.32% 0.30% 0.27% 87.16% f. Unquoted Securities The names of the security holders holding more than 20% of an unlisted class of security are listed below: Options Peter Hill - A$0.065 incentive options expiring 27 November 2019 Peter Hill - A$0.0318 incentive options expiring 13 November 2022 1. 2. Total Peter Hill incentive options Total unquoted securities on issue Incentive Options 6,000,000 6,000,000 12,000,000 15,600,000 Global Petroleum Limited Annual Financial Report 46 GLOBAL PETROLEUM LIMITED AND CONTROLLED ENTITIES ABN: 68 064 120 896 ADDITIONAL INFORMATION 2. The name of the Company Secretary is Mr Andrew Draffin The address of the principal and registered office are, which is in Australia, is: Australia UK Office C/- DW Accounting & Advisory Pty Ltd Level 4, 91 William Street Melbourne, Victoria 3000 Telephone Facsimile +61 3 8611 5333 +61 3 9620 0070 111 Buckingham Palace Road London SW1W OSR, United Kingdom Telephone Facsimile +44 20 7495 6802 +44 20 7340 8501 3. Registers of securities are held at the following addresses Australia UK Computershare Investor Services Pty Ltd 117 Victoria Street West End QLD 4101 Telephone Facsimile +61 7 3237 2100 +61 7 3237 2152 Computershare Investor Services PLC The Pavilions, Bridgewater Road Bristol BS99 7NH, United Kingdom Telephone Facsimile +44 870 889 3105 +44 870 703 6106 4. Stock Exchange Listing Australia UK Australian Securities Exchange Home Exchange - Sydney Office Australia Square Level 6, 123 George Street Sydney NSW 2000 AIM of the London Stock Exchange 10 Paternoster Square London EC4M 7LS, United Kingdom 5. Other Disclosures Website Email www.globalpetroleum.com.au info@glo-pet.com 6. On-Market Buy Back There is currently no on-market buyback programme for any of Global Petroleum Limited's listed securities. Global Petroleum Limited Annual Financial Report 47 GLOBAL PETROLEUM LIMITED AND CONTROLLED ENTITIES ABN: 68 064 120 896 ADDITIONAL INFORMATION 7. Auditors KPMG, Brisbane 8. Bankers Barclays Bank Limited 9. Solicitors McCullough Robertson 10. Exploration/Project Interests As at 19 September 2019, the Company has an interest in the following projects, via its wholly owned subsidiary, Global Petroleum Namibia Limited. Project Namibia Petroleum Exploration Licence No. 0029 Petroleum Exploration Licence No. 0094 Interest 85% WI 85% WI Global Petroleum Limited Annual Financial Report 48 

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