Suite 2
3B Macquarie Street
Sydney NSW 2000
T: + 61 (0) 2 9251 9088
investors@keypetroleum.com.au
ABN: 50 120 580 618
29 August 2024
The Manager
The Australian Securities Exchange
The Announcements Office
Level 4/20 Bridge Street
SYDNEY NSW 2000
Dear Sir/Madam
2024 ANNUAL REPORT
Please find attached Key Petroleum Limited’s Annual Report for the year ended 30 June 2024.
This announcement has been authorised by the Board of Directors.
For more information please contact:
IAN GREGORY
Company Secretary
Key Petroleum Limited
Telephone: +61 (0) 2 9251 9088
Email: investors@keypetroleum.com.au
ANNUAL REPORT
FOR THE YEAR ENDED 30 JUNE 2024
ACN 120 580 618
1
CORPORATE INFORMATION
ABN 50 120 580 618
Directors
Geoff Baker (Non-Executive Chair)
Louis Chien (Managing Director)
Dennis Wilkins (Non-Executive Director)
Min Yang (Non-Executive Director)
Company Secretary
Ian Gregory
Registered Office and Principal Place of Business
Suite 2
3B Macquarie Street
SYDNEY NSW 2000
Telephone: +61 (0) 2 9251 9088
Solicitors
Thomson Greer
Lawyers
Level 14, 60 Martin Place
SYDNEY NSW 2000
Bankers
National Australia Bank Limited
West End Murray Street Mall
239 Murray Street Mall
PERTH WA 6000
Share Register
Computershare Investor Services Pty Ltd
Level 17
221 St George’s Terrace
PERTH WA 6000
Telephone: +61 3 9415 4000 or 1300 850 505 (within Australia)
Auditors
Hall Chadwick WA Audit Pty Ltd
283 Rokeby Road
SUBIACO WA 6008
Internet Address
www.keypetroleum.com.au
Email Address
investors@keypetroleum.com.au
Stock Exchange Listings
Key Petroleum Limited shares (Code: KEY) are listed on the Australian Securities Exchange
2
CONTENTS
Chair’s Report
3
Directors’ Report
4
Auditor’s Independence Declaration
14
Consolidated Statement of Profit or Loss and Other Comprehensive Income
15
Consolidated Statement of Financial Position
16
Consolidated Statement of Changes in Equity
17
Consolidated Statement of Cash Flows
18
Notes to the Consolidated Financial Statements
19
Consolidated Entity Disclosure Statement
38
Directors’ Declaration
39
Independent Auditor’s Report
40
ASX Additional Information
45
3
CHAIR’S REPORT
Dear Shareholders
As we conclude another financial year at Key Petroleum Ltd., I report on a period characterized by significant economic challenges and robust
regulatory initiatives. Despite an ever-evolving regulatory landscape, our team's resilience and dedication have ensured continued progress in
strengthening our activities in the Cooper Eromanga Basin.
This year has been significantly impacted by regulatory and environmental changes implemented by the Queensland Government, causing
substantial delays in securing renewals for ATP 920 and ATP 924. The comprehensive administrative and technical assessments required for
these renewals have been completed, but final approvals were delayed due to extended community consultations linked to decisions on the
Lake Eyre Basin Protected Areas. Despite these delays, we have managed to navigate these complexities adeptly, retaining crucial subblocks
in these areas, ensuring that our strategic objectives remain intact.
In March 2024, new government imposed regulatory measures specifically targeting the Lake Eyre Basin significantly impacted our
operations. Approximately 2% of ATP 920 and 40% of ATP 924 were affected by new exclusion zones, impacting prospects such as Taj,
Monte Carlo, Bobcat, and Cheetah. This required us to make quick, strategic decisions to secure higher forms of tenure for these affected
areas.
We continued with a focused approach, particularly on prospects like Alfajor, which remained unaffected by the regulatory changes. We are
well-prepared with the necessary environmental and regulatory approvals, allowing us to rapidly mobilize resources and secure drilling
operations as soon as possible. The untimely approval delays have posed challenges, but our team's proactive efforts in seeking to secure farm-
in investments have been crucial in maintaining momentum.
Throughout the year, we have actively pursued opportunities to expand our portfolio, assessing new oil and gas assets with potential for near-
term production. This strategic initiative has helped us identify several promising opportunities, and we are continuing discussions to advance
these initiatives further.
Looking ahead, our focus remains on effectively navigating the regulatory framework to advance our exploration and development activities
through higher forms of tenure. We are committed to the long-term viability and value creation of our Cooper Eromanga assets, ensuring that
we remain proactive in exploring strategic opportunities to enhance our portfolio.
I wish to express my sincere gratitude to all our shareholders, stakeholders, and the dedicated team at Key Petroleum for your continued
support and trust. Your solid support fuels our determination to overcome challenges and continue our journey towards sustainable growth
and value creation.
Yours sincerely
Geoff Baker
Chair
4
DIRECTORS’ REPORT
Your Directors submit their report on the consolidated entity (referred to hereafter as the Company or Group) consisting of Key Petroleum
Limited and the entities it controlled at the end of, or during, the year ended 30 June 2024.
DIRECTORS
The names and details of the Company’s Directors in office during the year and until the date of this report are as follows. Where applicable,
all current and former directorships held in listed public companies over the last three years have been detailed below. Directors were in office
for this entire period unless otherwise stated.
Names, qualifications, experience and special responsibilities
Geoff Baker, BCom, LLB, MBA (Non-Executive Director, appointed 1 March 2015 and Non-Executive Chair appointed 31 August 2020)
Mr Baker is an Australian solicitor residing and working in Hong Kong and UK and has over 30 years of experience assisting companies in
conducting business in China in addition to providing advice in mining, resources and finance. Currently a Non-Executive Director of ASF
Group Limited, Rey Resources Limited, ActivEX Limited and BSF Enterprise PLC.
Louis Chien, MBA, BArch, GAICD (Managing Director, appointed 1 October 2021)
Mr Chien was born in Shanghai, China. He was raised in the United States where he was educated and has over 25 years of experience in
Fortune 100 companies. He is now based in Sydney, Australia. Prior to joining the Group, Mr Chien held various leadership positions within
ASF Group Limited, The Procter & Gamble Company, both in the United States and Singapore. He has extensive organisational experience
across the Americas, Europe and Asia-Pacific.
Mr Chien is currently a Non-Executive Director of ASF Group Limited.
Min Yang, (Non-Executive Director, appointed 28 January 2014)
Ms Yang resides in Hong Kong and has over 24 years of experience with private and state-run businesses in China and has expertise in the
identification of opportunities in resources and financial investment. Currently the Director and Chair of ASF Group Limited and a Non-
Executive Chair of Rey Resources Limited, ActivEX Limited and BSF Enterprise PLC.
Dennis Wilkins, BBus, AICD, ACIS (Non-Executive Director, appointed 5 July 2006)
Mr Wilkins is an accountant who has been a Director, Company Secretary and acted in a corporate advisory capacity to listed resource
companies for over 25 years.
Mr Wilkins previously served as the Finance Director and Company Secretary for a mid-tier gold producer and spent five years working for
a leading merchant bank in the United Kingdom. Resource postings to Indonesia, South Africa and New Zealand in managerial roles has
broadened his international experience.
Mr Wilkins has extensive experience in capital raising, specifically for the resources industry, and is the principal of DWCorporate Pty Ltd
which provides advisory, funding and administrative management services to the resource sector. Mr Wilkins is currently a Non-Executive
Director of Chilwa Minerals Limited.
COMPANY SECRETARY
Ian Gregory, BBus, FGIA, FCG, MAICD
Mr Gregory is a professionally well-connected Director and Company Secretary with over 30 years’ experience in the provision of company
secretarial, governance and business administration services with listed and unlisted companies in a variety of industries, including oil and
gas, exploration, mining, mineral processing, banking and insurance. He also has expertise which includes launching successful start-up
operations through the development of the company secretarial role and board reporting processes. Mr Gregory currently consults on company
secretarial and governance matters to a number of listed and unlisted companies.
Prior to founding his own consulting Company Secretarial business in 2005 Mr Gregory was the Company Secretary of Iluka Resources Ltd
(6 years), IBJ Australia Bank Ltd Group, the Australian operations of The Industrial Bank of Japan (12 years), and the Griffin Coal Mining
Group of companies (4 years). Mr Gregory is a past member and Chair of the Western Australian Branch Council of Governance Institute of
Australia (GIA) and has also served on the National Council of GIA.
5
Interests in the shares and options of the Company and related bodies corporate
As at the date of this report, the interests of the directors in the shares and options of Key Petroleum Limited were:
Ordinary Shares
Geoff Baker
225,372,940(1)
Louis Chien
225,372,940(1)
Min Yang
225,372,940(1)
Dennis Wilkins
-
(1)
Mr Baker, Mr Chien and Ms Yang are all directors of ASF Group Limited which is the ultimate holding company of ASF Oil & Gas
Holdings Pty Ltd which holds shares in Key Petroleum Limited.
PRINCIPAL ACTIVITIES
The principal activities of the Group during the year were the acquisition of petroleum permits, and the exploration of these permits with the
objective of identifying economic oil and gas reserves.
DIVIDENDS
No dividends were paid or declared during the year. No recommendation for payment of dividends has been made.
OPERATING AND FINANCIAL REVIEW
Operations Review
For the financial year ended 30 June 2024, Key Petroleum Ltd (“Company”) navigated a complex landscape marked by regulatory
developments and strategic initiatives aimed at strengthening and adding to our exploration portfolio in the Cooper Eromanga Basin.
Tenure Renewals and Regulatory Environment
Key Petroleum has faced significant delays in securing official renewals for ATP 920 and ATP 924 due to regulatory and environmental
changes by the Queensland Government. Despite these challenges, we have made progress.
During the first half of the year, we found out that administrative, Native Title, and technical assessments of ATP 920 and ATP 924 were
completed by Queensland's Department of Resources. While the endorsement documents were reviewed and accepted by Key, the final
approvals were delayed.
The delays were linked to the community consultation process for the ministerial decision regarding the Lake Eyre Basin Protected Areas.
Key eagerly anticipated imminent approvals following ministerial releases, poised to retain 265 subblocks in ATP 920 and all subblocks in
ATP 924. In order to retain as much of the 2-year renewal timeframe as possible, Key requested extensions for ATPs 920 and 924 seeking a
term ending on 28 February 2026. However, as per the Petroleum and Gas (Production and Safety) Act 2004, the renewal cannot extend
beyond 28 February 2025, marking the end of the twelfth year of the authorities.
Then in March 2024, it came to light that the regulatory changes introduced by the Queensland Government, focusing on the Lake Eyre Basin
(LEB) protections, significantly impacted our acreages. Approximately 2% of ATP 920 and 40% of ATP 924 fell within the new exclusion
boundaries, affecting prospects like Taj, Monte Carlo, Bobcat, and Cheetah. This development necessitated strategic decisions. Key had no
choice but to begin assessing options to secure higher forms of tenure for its acreages. This includes potential applications for Petroleum Lease
(PL) status for affected areas within the Lake Eyre Basin exclusion zone by end of August 2024 and Potential Commercial Area (PCA) status
for unaffected portions by February 2025.
Subsequent to end of financial year 2024 and following a thorough review of our assets, Key has made the calculated decision to forego the
submission of a Petroleum Lease (PL) for the Lake Eyre Basin affected areas of ATP290 and ATP924. However, it is important to note that
Key remains well-positioned to capitalize on future opportunities within these assets. We retain the option to apply for Potential Commercial
Area (PCA) status for the unaffected portions of ATP290 and ATP924 before end of February 2025.
Exploration and Development Activities
With multiple drillable exploration prospects in ATP 920 and ATP 924, our efforts concentrated on Alfajor, which remained unaffected by
LEB exclusion zone changes. From prior work, Key has in hand necessary environmental authorities, agreements with landowners and Native
Title holders, positioning us when ready to advance quickly to secure a drill rig and contractor with site mobilisation to follow. The approval
delays were untimely, creating an uncertain environment and negatively affected momentum towards these activities.
Throughout the year, Key actively sought farm-in investments for the drilling prospects. Final renewal approvals would have enhanced
investor confidence and facilitated potential partnerships to develop these valuable acreages.
Portfolio Expansion and Strategic Initiatives
The Company continues to assess new oil and gas assets, prioritizing those with production or near-production potential. A few appealing
opportunities were identified during the year, and discussions are ongoing to progress these initiatives.
6
Outlook
Looking ahead, we are focused on navigating the regulatory landscape effectively and advancing our exploration and development activities
through higher forms of tenure ensuring long-term viability and value creation for the Cooper Eromanga assets. We remain proactive in
navigating regulatory frameworks and exploring strategic opportunities to enhance our portfolio.
While external regulatory changes and administrative delays have impacted timelines, Key Petroleum remains committed to advancing its
exploration and development activities, enhancing its asset portfolio, and creating value for its stakeholders.
Finance Review
The Group has recorded an operating loss after income tax for the year ended 30 June 2024 of $961,393 (2023: $350,372 profit).
At 30 June 2024 funds available totalled $172,074 (2023: $345,157).
Operating Results for the Year
Summarised operating results are as follows:
2024
Revenues and
Other Income
$
Results
$
Consolidated revenues and other income and loss
25,062
(961,393)
Shareholder Returns
2024
2023
Basic (loss)/earnings per share (cents)
(0.05)
0.02
Risk Management
The Board is responsible for ensuring that risks, and also opportunities, are identified on a timely basis and that activities are aligned with the
risks and opportunities identified by the board.
The Company believes that it is crucial for all Board members to be a part of this process, and as such the Board regularly meets in tandem
with the Audit and Risk Management Committee to discuss risk and strategy.
The Board has a number of mechanisms in place to ensure that management's objectives and activities are aligned with the risks identified by
the Board. These include the following:
•
Board approval of a strategic plan, which encompasses strategy statements designed to meet stakeholder’s needs and manage business
risk; and
•
Implementation of Board approved operating plans and budgets and Board monitoring of progress against these budgets.
Group specific business risks that could interfere with the achievement of the Group’s future operational and financial success are listed below.
Exploration risks
Oil and gas exploration involves significant risks which even a combination of experience, knowledge and careful evaluation may not be able
to overcome. There is no assurance that oil and/or gas will be discovered or, even if they are, that commercial quantities of oil and/or gas can
be recovered from the Group's exploration permits. No assurances can be given that if commercial reserves are discovered the Group will be
able to realise such reserves as intended.
Exploitation of successful discoveries
It may not always be possible for the Group to participate in the exploitation of any successful discoveries which may be made in any areas
in which the Group has an interest. Such exploitation will involve the need to obtain the necessary licences or clearances from the relevant
authorities, which may require conditions to be satisfied and/or the exercise of discretions by such authorities. It may or may not be possible
for such conditions to be satisfied. Further the decision to proceed to further exploitation may require the participation of other companies
whose interests and objectives may not be the same as the Group. As described above, such further work may require the Group to meet or
commit to financing obligations for which it may not have planned.
New projects and acquisitions
The Group has to date and will continue to pursue and assess other new business opportunities. These new business opportunities may take
the form of direct project acquisitions, joint ventures, farm-ins, acquisition of tenements/permits, or direct equity participation. The Directors
of the Group will use their expertise and experience in the resources sector to assess the value of potential projects that have characteristics
that are likely to provide returns to Shareholders. There can be no guarantee that any new project acquisition or investment will eventuate
from these pursuits, or that any acquisitions will result in a return for Shareholders.
7
The acquisition of projects or other assets (whether completed or not) may require the payment of monies (as a deposit and/or exclusivity fee)
after only limited due diligence and prior to the completion of comprehensive due diligence. There can be no guarantee that any proposed
acquisition will be completed or successful. If the proposed acquisition is not completed, monies already advanced may not be recoverable,
which may have a material adverse effect on the Group.
If an acquisition is completed, the Directors will need to reassess, at that time, the funding allocated to current projects and new projects or
assets, which may result in the Group reallocating funds from other projects and/or the raising of additional capital (if available). Furthermore,
notwithstanding that an acquisition may proceed upon the completion of due diligence, the usual risks associated with the new project/business
activities will remain.
Furthermore, if a new investment or acquisition by the Group is completed, ASX may require the Group to seek Shareholder approval and to
meet the admission requirements under Chapters 1 and 2 of the ASX Listing Rules as if the Group were a new listing. There would be costs
associated in re-complying with the admission requirements. The Group may be required to incur these costs in any event, were it to proceed
to seek to acquire a new project which is considered to result in a significant change to the nature or scale of its existing operations.
If a new investment or acquisition is not completed, then the Group may not be in a position to comply with the ongoing ASX Listing Rules,
which includes but is not limited to, maintaining a sufficient level of operations and financial position. Given the nature of oil and gas
exploration, this may also occur if the Group abandons and/or relinquishes a project which is no longer considered viable.
Any new project or business acquisition may change the risk profile of the Group, particularly if the new project is located in another
jurisdiction, involving a new commodity and/or changes to the Group’s capital/funding requirements. Should the Group propose or complete
the acquisition of a new project or business activity, investors may re-assess their investment in the Group in light of the new project/business
activity.
Regulatory risks
The Group’s exploration and development activities are subject to extensive laws and regulations relating to numerous matters including,
without limitation, licence and permit requirements and risks, conditions including environmental compliance and rehabilitation, taxation,
employee relations, health and worker safety, waste disposal, protection of the environment, native title and heritage matters, protection of
endangered and protected species and other matters. The Group requires environmental licences from regulatory authorities to authorise the
Group’s operations. These licences relate to development, production and rehabilitation activities (although no such activities are currently in
progress).
Obtaining necessary licences can be a time-consuming process and there is a risk that the Group will not obtain these licences on acceptable
terms, in a timely manner or at all. The costs and delays associated with obtaining necessary licences and complying with these licences and
applicable laws and regulations could materially delay or restrict the Group from proceeding with the development of a project. Any failure
to comply with applicable laws and regulations or licences, even if inadvertent, could result in material fines, penalties or other liabilities. In
extreme cases, failure could result in suspension of the Group’s activities or forfeiture of one or more of the projects in which the Group
currently holds an interest.
Payment obligations
Under the Group’s exploration permits and certain other contractual agreements to which the Group is or may in the future become party, the
Group is or may become subject to payment and other obligations. In particular, the Concessionaires are required to expend the funds necessary
to meet the minimum work commitments attaching to the Concessions. Failure to meet these work commitments will render the Concessions
liable to be cancelled. Further, if any contractual obligations are not complied with when due, in addition to any other remedies which may be
available to the other parties, this could result in dilution or forfeiture of interests held by the Group. The Group may not have, or be able to
obtain, financing for all such obligations as they arise.
Additional requirements for capital
The Group’s capital requirements depend on numerous factors. Depending on the Group’s ability to generate income from its operations, the
Group may require further financing. Any additional equity financing will dilute shareholdings, and debt financing, if available, may involve
restrictions on financing and operating activities. If the Group is unable to obtain additional financing as needed, it may be required to reduce
the scope of its operations and scale back its exploration programmes as the case may be. There is however no guarantee that the Group will
be able to secure any additional funding or be able to secure funding on terms favourable to the Group.
Key personnel and employee’s risk
The responsibility of overseeing the day-to-day operations and the strategic management of the Group depends substantially on its senior
management and its key personnel. There can be no assurance that there will be no detrimental impact on the Group if one or more of these
key personnel ceases their involvement with the Group.
Operating risks
Oil and gas drilling activities are subject to numerous risks, many of which are beyond the Group's control. The Group's operations may be
curtailed, delayed or cancelled as a result of weather conditions, mechanical difficulties, shortage or delays in the delivery of rigs and/or other
equipment and compliance with governmental requirements. Drilling may involve unprofitable efforts, not only with respect to dry wells, but
also with respect to wells which, though yielding some petroleum, are not sufficiently productive to justify commercial development or cover
operating and other costs. Completion of a well does not assure a profit on the investment or recovery of drilling, completion and operating
costs. Hazards incidental to the exploration and development of oil and gas properties such as unusual or unexpected formations, pressures,
oceanographic conditions or other factors are inherent in drilling and operating wells and may be encountered by the Group.
8
Industry operating risks include the risk of fire, explosions, blow-outs, pipe failure, abnormally pressured formations and environmental
hazards such as accidental spills or leakage of petroleum liquids, gas leaks, ruptures or discharges of toxic gasses, the occurrence of any of
which could result in substantial losses to the Group due to injury or loss of life, severe damage to or destruction of property, natural resources
and equipment, pollution or other environmental damage, cleanup responsibilities, regulatory investigation and penalties and suspension of
operations. Damages occurring as a result of such risks may give rise to claims against the Group. Although the Group believes that it or the
operator will carry adequate insurance with respect to its operations in accordance with industry practice, in certain circumstances the Group's
or the operator's insurance may not cover or be adequate to cover the consequences of such events. In addition, the Group may be subject to
liability for pollution, blow-outs or other hazards against which the Group or the operator does not insure or against which it may elect not to
insure because of high premium costs or other reasons. The occurrence of an event that is not covered or fully covered by insurance could
have a material adverse effect on the business, financial condition and results of operations of the Group. Moreover, there can be no assurance
that the Group will be able to maintain adequate insurance in the future at rates that it considers reasonable.
Oil and gas price volatility and exchange rate risks
The demand for, and price of, oil and gas is highly dependent on a variety of factors, including international supply and demand, the level of
consumer product demand, weather conditions, the price and availability of alternative fuels, actions taken by governments and international
cartels, and global economic and political developments. International oil and gas prices have fluctuated widely in recent years and may
continue to fluctuate significantly in the future. Fluctuations in oil and gas prices and, in particular, a material decline in the price of oil or gas
may have a material adverse effect on the Company's business, financial condition and results of operations.
Furthermore, international prices of oil and gas are denominated in United States dollars, whereas the income and expenditure of the Group
are and will be taken into account in Australian currency, exposing the Group to the fluctuations and volatility of the rate of exchange between
the United States dollar and the Australian dollar as determined in international markets.
Environmental risks
The Group's operations are subject to the environmental risks inherent in the oil and gas industry. The Group is subject to environmental laws
and regulations in connection with all its operations. Although the Group believes that it is in compliance in all material respects with all
applicable environmental laws and regulations, there are certain risks inherent in its activities, such as accidental spills, leakages or other
unforeseen circumstances that could subject the Group to extensive liability. Further, the Group may require approval from the relevant
authorities before it can undertake activities which are likely to impact the environment. Failure to obtain such approvals will prevent the
Group from undertaking its desired activities.
The Group is unable to predict the effect of additional environmental laws and regulations which may be adopted in the future, including
whether any such laws or regulations would materially increase the Group's cost of doing business or affect its operations in any area. The
Group believes that it is in material compliance with all applicable laws relating to the protection of the environment, including laws regulating
the discharge of materials. However, there can be no assurances that new environmental laws, regulations or stricter enforcement policies,
once implemented, will not oblige the Group to incur significant expenses and undertake significant investments in such respect which could
have a material adverse effect on the Group's business, financial condition and results of operations.
Conflicts of interest
The Company’s Directors are also directors and officers of other companies engaged in oil and gas exploration and development and oil and
gas property acquisitions. Accordingly, oil and gas exploration opportunities or prospects of which such persons become aware will not
necessarily be made available to the Group. The Directors intend, however, to allocate these to such companies on the basis of prudent business
and judgement and the relative financial abilities and needs of the companies to participate. Although such persons have been advised of their
fiduciary duties to the Company, there exist actual and potential conflicts of interest among these persons and situations could arise in which
their obligations to, or interests in, other companies could detract from their efforts on behalf of the Group.
SIGNIFICANT CHANGES IN THE STATE OF AFFAIRS
Other than as disclosed in this Annual Report, no significant changes in the state of affairs of the Group occurred during the financial year.
SIGNIFICANT EVENTS AFTER THE BALANCE DATE
No matters or circumstances have arisen since the end of the financial year which significantly affected or may significantly affect the
operations of the Group, the results of those operations, or the state of affairs of the Group in future financial periods.
LIKELY DEVELOPMENTS AND EXPECTED RESULTS
The Group expects to maintain the present status and level of operations and hence there are no likely developments in the Group’s operations.
ENVIRONMENTAL REGULATION AND PERFORMANCE
The Group is subject to significant environmental regulation in respect of its exploration activities.
The Group aims to ensure the appropriate standard of environmental care is achieved, and in doing so, that it is aware of and is in compliance
with all environmental legislation. The Directors of the Company are not aware of any breach of environmental legislation for the year under
review.
The Group is in compliance with the various environmental legislation and regulations that govern its activities in the jurisdictions in which
it operates.
9
REMUNERATION REPORT
The information provided in this remuneration report has been audited as required by section 308(3C) of the Corporations Act 2001.
Principles used to determine the nature and amount of remuneration
Remuneration Policy
The Remuneration Committee Charter of Key Petroleum Limited has been designed to align director and executive objectives with shareholder
and business objectives by providing a fixed remuneration component and offering specific long-term incentives based on key performance
areas affecting the Group’s strategic goals. The Board of Key Petroleum Limited believes the Remuneration Policy to be appropriate and
effective in its ability to attract and retain the best executives and directors to run and manage the Group.
The Board’s policy for determining the nature and amount of remuneration for board members and senior executives of the Group is as
follows:
The Remuneration Policy, setting the terms and conditions for the executive directors and other senior executives, was developed by the
Board. All executives receive a base salary or an agreed fee (which is based on factors such as length of service and experience) and
superannuation. The Board reviews executive packages annually by reference to the Group’s performance, executive performance and
comparable information from industry sectors and other listed companies in similar industries.
The Board may exercise discretion in relation to approving incentives, bonuses and options. The policy is designed to attract and retain the
highest calibre of executives and reward them for performance that results in long-term growth in shareholder wealth.
Executives are also eligible to participate in the employee share and option arrangements.
The executives receive a superannuation guarantee contribution required by the government, which was 11% for the 2024 financial year, and
do not receive any other retirement benefits. Some individuals, however, may choose to sacrifice part of their salary to increase payments
towards superannuation.
All remuneration paid to directors and executives is valued at the cost to the Group. Based on each individual’s timesheet, costs are allocated
to exploration projects and treated in accordance with the accounting policy described at Note 1(l) or expensed where the time is not allocated
directly to a project. Options are valued using the Black-Scholes Option Pricing methodology.
The Board policy is to remunerate non-executive directors at market rates for comparable companies for time, commitment and
responsibilities. 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. The maximum aggregate amount of fees that can be
paid to non-executive directors is subject to approval by shareholders at the Annual General Meeting (currently $500,000). 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 are eligible to participate in the employee share option plan.
Performance based remuneration
The Group currently has no performance-based remuneration component built into key management personnel remuneration packages.
Group performance, shareholder wealth and directors' and executives' remuneration
The remuneration policy has been tailored to increase the direct positive relationship between shareholders’ investment objectives and
directors’ and executives’ performance. The Group plans to facilitate this process by directors and executives participating in future option
issues to encourage the alignment of personal and shareholder interests. The Group believes this policy will be effective in increasing
shareholder wealth.
Use of remuneration consultants
The Group did not employ the services of any remuneration consultants during the financial year ended 30 June 2024.
Voting and comments made at the Company’s 2023 Annual General Meeting
The Company received 99.7% of “yes” votes on its remuneration report for the 2023 financial year. The Company did not receive any specific
feedback at the AGM or throughout the year on its remuneration practices.
Details of remuneration
Details of the remuneration of the directors and the key management personnel of the Group are set out in the following table.
The key management personnel of the Group include the directors as per page 4 above.
Given the size and nature of operations of the Group, there are no other employees who are required to have their remuneration disclosed in
accordance with the Corporations Act 2001.
10
Key management personnel of the Group
Short Term Benefits
Post-Employment
Benefits
Long-Term Benefits Equity-Settled Share-
Based Payments
Salary
& Fees
Profit
Share &
Bonuses
Non-
Monetary
Other
Pension &
Super-
annuation
Other
Incentive
Plans
LSL
Shares/
Units
Options/
Rights
Total
$
$
$
$
$
$
$
$
$
$
$
Directors
Geoff Baker (1)
2024
60,000
-
-
-
-
-
-
-
-
-
60,000
2023
60,000
-
-
-
-
-
-
-
-
-
60,000
Louis Chien (1)
2024
187,716
-
-
-
-
-
-
-
-
-
187,716
2023
187,716
-
-
-
-
-
-
-
-
-
187,716
Min Yang (1)
2024
32,000
-
-
-
-
-
-
-
-
-
32,000
2023
32,000
-
-
-
-
-
-
-
-
-
32,000
Dennis Wilkins (2) 2024
31,980
-
-
-
-
-
-
-
-
-
31,980
2023
31,980
-
-
-
-
-
-
-
-
-
31,980
Total key
management
personnel
2024
311,696
-
-
-
-
-
-
-
-
-
311,696
2023
311,696
-
-
-
-
-
-
-
-
-
311,696
(1)
In addition to Geoff Baker, Louis Chien and Min Yang remuneration as directors, interest payments totalling nil (2023: $5,411) were
made to ASF Group Limited and a total of $149,526 (2023: $144,000) was paid to ASF Corporate Pty Ltd, businesses of which all are
directors. ASF Group Limited provided the Group with an unsecured loan during the year, refer to Note 11 for details. ASF Corporate
Pty Ltd provided office accommodation and corporate services to the Group during the year. The amounts paid were at usual commercial
rates.
(2)
In addition to Mr Wilkins’ remuneration as a director, a total of $29,683 (2023: $48,008) was paid to DWCorporate Pty Ltd, a business
of which Mr Wilkins is principal. DWCorporate Pty Ltd provided accounting services to the Group during the year. The amounts paid
were at usual commercial rates with fees charged on an hourly basis.
Service agreements
The details of service agreements of the key management personnel of Key Petroleum Limited are as follows:
Louis Chien, Managing Director (appointed 1 October 2021):
•
Annual consulting fee of $187,715 to be paid to Chanticleer 168 Pty Ltd, a business of which Mr Chien is principal;
•
Agreement commenced 1 October 2021 for an initial period of twelve months and continues on a month-to-month basis until terminated
in accordance with the agreement; and
•
The agreement may be terminated, without cause, by either party with two months’ written notice.
Min Yang, Non-Executive Director:
•
Annual consulting fee of $32,000 to be paid to Luxe Hill Ltd, a business of which Ms Yang is principal;
•
Agreement commenced 28 January 2014 for a twelve-month period and was since renewed for a further twelve months in each of the
following three years. Since January 2018 the contract is a rolling month by month agreement with the Company; and
•
The agreement may be terminated, without cause, by either party giving written notice.
Geoff Baker, Non-Executive Chair:
•
Annual consulting fee of $60,000 to be paid to Gold Star Industry Limited, a business of which Mr Baker is principal;
•
Agreement commenced 3 March 2015 for a twelve-month period and was since renewed for a further twelve months in each of the
following two years. Since March 2018 the contract is a rolling month by month agreement with the Company; and
•
The agreement may be terminated, without cause, by either party giving written notice.
11
Dennis Wilkins – Non-Executive Director:
•
Annual consulting fee of $32,000 to be paid to DWCorporate Pty Ltd, a business of which Mr Wilkins is principal;
•
The contract is a rolling month by month agreement with the Company; and
•
The agreement may be terminated, without cause, by either party giving written notice.
Share-based compensation
Options
Options may be issued at no cost to key management personnel as part of their remuneration. The options are not issued based on performance
criteria but are issued to key management personnel of Key Petroleum Limited to increase goal congruence between key management
personnel and shareholders. There were no options granted to or vesting with key management personnel during the year.
Ordinary Shares
No ordinary shares in the Company have been provided as a result of the exercise of remuneration options to each director of Key Petroleum
Limited and other key management personnel of the Group during the year.
Equity instruments held by key management personnel
Share holdings
The numbers of shares in the Company held during the financial year by each director of Key Petroleum Limited and other key management
personnel of the Group, including their personally related parties, and any nominally held, are set out below. There were no shares granted
during the reporting period as compensation.
2024
Balance at start of
the year
Received during the
year on the exercise
of options
Other changes
during the year
Balance at end of
the year
Directors of Key Petroleum Limited
Ordinary shares
Geoff Baker (1)
225,372,940
-
-
225,372,940
Louis Chien (1)
225,372,940
-
-
225,372,940
Min Yang (1)
225,372,940
-
-
225,372,940
Dennis Wilkins
-
-
-
-
(1)
Mr Baker, Mr Chien and Ms Yang are all directors of ASF Group Limited which is the ultimate holding company of ASF Oil & Gas
Holdings Pty Ltd which holds shares in Key Petroleum Limited.
Loans to key management personnel
There were no loans to key management personnel during the year.
Other transactions with key management personnel
DWCorporate Pty Ltd, a business of which Mr Wilkins is principal, provided accounting services to the Key Petroleum Group during the year.
The amounts paid of $29,683 (2023: $48,008) were on arm’s length commercial terms and are disclosed in the remuneration report in
conjunction with Mr Wilkin’s compensation. At 30 June 2024 there was $2,706 (2023: $5,226) owing to DWCorporate Pty Ltd.
Interest payments totalling nil (2023: $5,411) were made to ASF Group Limited and a total of $149,526 (2023: $144,000) was paid to ASF
Corporate Pty Ltd, businesses of which Mr Baker, Mr Chien and Ms Yang are directors. ASF Group Limited provided the Group with an
unsecured loan during the year, refer to Note 11 for details. ASF Corporate Pty Ltd provided office accommodation and corporate services to
the Group during the year. The amounts paid were at usual commercial rates. At 30 June 2024 there was nil (2023: nil) owing to ASF group
entities.
End of audited Remuneration Report
12
DIRECTORS’ MEETINGS
During the year the Company held six meetings of directors. The attendance of directors at meetings of the board were:
Directors Meetings
A
B
Geoff Baker
6
6
Louis Chien
6
6
Min Yang
6
6
Dennis Wilkins
4
6
Notes
A – Number of meetings attended.
B – Number of meetings held during the time the director held office during the year.
On 10 March 2020 the Board of Directors determined that there were no efficiencies to be gained by continuing the Audit and Risk Committee
and Remuneration Committee. It was resolved to disband these Committees. Instead, the functions of these Committees are undertaken by
the full Board. When the Board is considering matters within the ambit of the Audit and Risk Committee Charter and Remuneration
Committee Charter, it will be guided by and, to the extent practicable, act in accordance with, those Charters. At such a time when the Group
is of sufficient size, consideration will be given to reforming these Committees.
SHARES UNDER OPTION
There are no unissued ordinary shares of Key Petroleum Limited under option at the date of this report.
INSURANCE OF DIRECTORS AND OFFICERS
Key Petroleum Limited did not pay a premium to insure the directors or secretary of the Company during the reporting period.
NON-AUDIT SERVICES
There were no non audit services provided by the entity's auditor, Hall Chadwick WA Audit Pty Ltd or associated entities during the year
ended 30 June 2024.
PROCEEDINGS ON BEHALF OF THE COMPANY
No person has applied to the Court under section 237 of the Corporations Act 2001 for leave to bring proceedings on behalf of the Group, or
to intervene in any proceedings to which the Group is a party, for the purpose of taking responsibility on behalf of the Group for all or any
part of those proceedings.
No proceedings have been brought or intervened in on behalf of the Group with leave of the Court under section 237 of the Corporations Act
2001.
AUDITOR’S INDEPENDENCE DECLARATION
A copy of the Auditor's Independence Declaration as required under section 307C of the Corporations Act 2001 is set out on page 14.
Signed in accordance with a resolution of the directors for Key Petroleum Limited.
Louis Chien
Managing Director
29 August 2024
13
CORPORATE GOVERNANCE STATEMENT
The Company’s 2024 Corporate Governance Statement has been released as a separate document and is located on the Company’s website
at http://www.keypetroleum.com.au/corporate-governance.
To the Board of Directors
AUDITOR’S INDEPENDENCE DECLARATION UNDER SECTION 307C OF THE
CORPORATIONS ACT 2001
As lead audit director for the audit of the financial statements of Key Petroleum Limited for the financial year
ended 30 June 2024, I declare that to the best of my knowledge and belief, there have been no contraventions
of:
•
the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and
•
any applicable code of professional conduct in relation to the audit.
Yours faithfully
HALL CHADWICK WA AUDIT PTY LTD
D M BELL CA
Director
Dated this 29th day of August 2024
Perth, Western Australia
15
CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER
COMPREHENSIVE INCOME
YEAR ENDED 30 JUNE 2024
Notes
2024
2023
$
$
Net gain on sale of subsidiaries
14
-
1,001,453
Interest income
2
8,092
-
Fair value gains on financial assets
2
16,970
76,144
Depreciation expense
3
(138)
(1,999)
Salaries and employee benefits expense
3
(141,043)
(178,801)
Corporate expenditure
(331,716)
(335,518)
Administration costs
(177,524)
(175,359)
Exploration costs not capitalised
-
(26)
Finance costs
-
(35,522)
Impairment of capitalised exploration costs
9
(336,034)
-
(LOSS)/PROFIT BEFORE INCOME TAX
(961,393)
350,372
INCOME TAX BENEFIT/EXPENSE
4
-
-
(LOSS)/PROFIT FOR THE YEAR
(961,393)
350,372
Other comprehensive income for the year, net of tax
-
-
TOTAL COMPREHENSIVE (LOSS)/INCOME FOR THE YEAR ATTRIBUTABLE TO
MEMBERS OF KEY PETROLEUM LIMITED
(961,393)
350,372
Basic and diluted (loss)/earnings per share for (loss)/profit attributable to the
ordinary equity holders of Key Petroleum Limited (cents per share)
21
(0.05)
0.02
The above Consolidated Statement of Profit or Loss and Other Comprehensive Income should be read in conjunction with the Notes to the
Consolidated Financial Statements.
16
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AT 30 JUNE 2024
Notes
2024
2023
$
$
CURRENT ASSETS
Cash and cash equivalents
5
172,074
345,157
Trade and other receivables
6
8,564
8,835
Financial assets at fair value through profit or loss
7
-
238,143
TOTAL CURRENT ASSETS
180,638
592,135
NON-CURRENT ASSETS
Receivables
8
66,292
61,392
Capitalised exploration costs
9
1,264,127
1,541,968
Right of use Asset
17(b)
-
138
TOTAL NON-CURRENT ASSETS
1,330,419
1,603,498
TOTAL ASSETS
1,511,057
2,195,633
CURRENT LIABILITIES
Trade and other payables
10
294,729
310,226
TOTAL CURRENT LIABILITIES
294,729
310,226
TOTAL LIABILITIES
294,729
310,226
NET ASSETS
1,216,328
1,885,407
EQUITY
Issued capital
12
42,807,616
42,515,302
Accumulated losses
(41,591,288)
(40,629,895)
TOTAL EQUITY
1,216,328
1,885,407
The above Consolidated Statement of Financial Position should be read in conjunction with the Notes to the Consolidated Financial Statements.
17
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
YEAR ENDED 30 JUNE 2024
Issued Capital
Accumulated Losses
Total
$
$
$
BALANCE AT 1 JULY 2022
42,515,302
(40,980,267)
1,535,035
Profit for the year
-
350,372
350,372
TOTAL COMPREHENSIVE INCOME
-
350,372
350,372
BALANCE AT 30 JUNE 2023
42,515,302
(40,629,895)
1,885,407
Loss for the year
-
(961,393)
(961,393)
TOTAL COMPREHENSIVE LOSS
-
(961,393)
(961,393)
TRANSACTIONS WITH OWNERS IN THEIR CAPACITY AS
OWNERS
Shares issued during the year
295,000
-
295,000
Share issue transaction costs
(2,686)
-
(2,686)
BALANCE AT 30 JUNE 2024
42,807,616
(41,591,288)
1,216,328
The above Consolidated Statement of Changes in Equity should be read in conjunction with the Notes to the Consolidated Financial Statements.
18
CONSOLIDATED STATEMENT OF CASH FLOWS
YEAR ENDED 30 JUNE 2024
Notes
2024
2023
$
$
CASH FLOWS FROM OPERATING ACTIVITIES
Payments to suppliers and employees
(703,541)
(637,986)
Interest received
86
-
Finance costs paid
-
(5,522)
NET CASH OUTFLOW FROM OPERATING ACTIVITIES
5(a)
(703,455)
(643,508)
CASH FLOWS FROM INVESTING ACTIVITIES
Expenditure on petroleum interests
(17,055)
(112,515)
Proceeds on sale of financial assets
255,113
564,804
Proceeds from sale of subsidiaries (net of cash disposed)
-
598,914
NET CASH INFLOW FROM INVESTING ACTIVITIES
238,058
1,051,203
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issue of shares
295,000
-
Payments for share issue transaction costs
(2,686)
-
Repayments of borrowings
-
(250,000)
Proceeds from borrowings
-
150,000
Principal elements of Lease Payment
-
(2,346)
NET CASH INFLOW/(OUTFLOW) FROM FINANCING ACTIVITIES
292,314
(102,346)
NET (DECREASE)/INCREASE IN CASH AND CASH EQUIVALENTS
(173,083)
305,349
Cash and cash equivalents at the beginning of the financial year
345,157
39,808
CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR
5
172,074
345,157
The above Consolidated Statement of Cash Flows should be read in conjunction with the Notes to the Consolidated Financial Statements.
19
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
30 JUNE 2024
1.
SUMMARY OF MATERIAL ACCOUNTING POLICIES
The material accounting policies adopted in the preparation of the consolidated financial statements are set out below. These policies have
been consistently applied to all the years presented, unless otherwise stated. The consolidated financial statements are for the consolidated
entity consisting of Key Petroleum Limited and its subsidiaries. The consolidated financial statements are presented in Australian currency.
Key Petroleum Limited is a company limited by shares, domiciled and incorporated in Australia. The consolidated financial statements were
authorised for issue by the directors on 29 August 2024. The directors have the power to amend and reissue the financial statements.
(a)
Basis of preparation
These general-purpose consolidated financial statements have been prepared in accordance with Australian Accounting Standards and
Interpretations issued by the Australian Accounting Standards Board and the Corporations Act 2001. Key Petroleum Limited is a for-profit
entity for the purpose of preparing the financial statements.
(i)
Compliance with IFRS
The consolidated financial statements of the Key Petroleum Limited Group also comply with International Financial Reporting Standards
(IFRS) as issued by the International Accounting Standards Board (IASB).
(ii)
New and amended standards adopted by the Group
The Group has adopted all the new, revised or amending Accounting Standards and Interpretations issued by the AASB that are relevant to its
operations and effective for the current annual reporting period. The Group did not have to change its accounting policies or make retrospective
adjustments as a result of adopting these standards.
(iii) New standards and interpretations not yet adopted
Certain new accounting standards and interpretations have been published that are not mandatory for 30 June 2024 reporting periods and have
not been early adopted by the Group. The Group’s assessment of the impact of these new standards and interpretations is that they are not
expected to have a material impact on the entity in the current or future reporting periods and on foreseeable future transactions.
(iv) Historical cost convention
These consolidated financial statements have been prepared under the historical cost convention, as modified by the amount of share-based
payments expense, which have been measured at fair value.
(v)
Going concern
The consolidated financial report has been prepared on the going concern basis, 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 incurred a loss for the year of $961,393 (2023: $350,372 profit) and net cash outflows from operating activities of $703,455 (2023:
$643,508).
The directors have prepared an estimated cash flow forecast for the period to September 2025 to determine if the Group will require additional
funding during the next 15-month period. Where this cash flow forecast includes the likelihood that additional amounts will be needed and
these funds have not yet been secured, it creates material uncertainty as to whether the Group will continue to operate in the manner it has
planned over the next 15 months.
Where the cash flow forecast includes these uncertainties, the directors are required to make an assessment of whether it is reasonable to assume
that the Group will be able to continue its normal operations. The directors are satisfied that the going concern basis of preparation is appropriate
based on the following factors and judgements:
•
The Group has access to cash reserves of $172,074 as at 30 June 2024 (2023: $345,157);
•
The Group has the ability to adjust its exploration expenditure subject to results of its exploration activities and has a history of attracting
farm-in partners to assist in funding exploration commitments;
•
The Group has the ability to raise funds from equity sources; and
•
The Directors anticipate the support of the Group’s major shareholders to continue with the advancement of the Group’s assets.
Should the Directors not achieve the matters as set out above, there is a material uncertainty whether the Group will continue as a going concern
and it may be required to realise its assets and extinguish its liabilities other than in the ordinary course of business and at amounts to those
stated in the annual report. The annual report does not include any adjustments relating to the recoverability and classification of asset carrying
amounts or to the amount and classification of liabilities that might result should the Group be unable to continue as a going concern and meet
its debts as and when they fall due.
20
(b)
Principles of consolidation
(i)
Subsidiaries
Subsidiaries are all entities (including structured entities) over which the Group has control. The Group controls an entity when the Group is
exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power to
direct the activities of the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are de-
consolidated from the date that control ceases.
The acquisition method of accounting is used to account for business combinations by the Group.
Intercompany transactions, balances and unrealised gains on transactions between Group companies are eliminated. Unrealised losses are also
eliminated unless the transaction provides evidence of the impairment of the transferred asset. Accounting policies of subsidiaries have been
changed where necessary to ensure consistency with the policies adopted by the Group.
Non-controlling interests in the results and equity of subsidiaries are shown separately in the consolidated statement of profit or loss and other
comprehensive income, statement of changes in equity and statement of financial position respectively.
(ii)
Changes in ownership interests
The Group treats transactions with non-controlling interests that do not result in a loss of control as transactions with equity owners of the
Group. A change in ownership interest results in an adjustment between the carrying amounts of the controlling and non-controlling interests
to reflect their relative interests in the subsidiary. Any difference between the amount of the adjustment to non-controlling interests and any
consideration paid or received is recognised in a separate reserve within equity attributable to owners of Key Petroleum Limited.
When the Group ceases to have control, any retained interest in the entity is remeasured to its fair value with the change in carrying amount
recognised in profit or loss. The fair value is the initial carrying amount for the purposes of subsequently accounting for the retained interest
as an associate, jointly controlled entity or financial asset. In addition, any amounts previously recognised in other comprehensive income in
respect of that entity are accounted for as if the group had directly disposed of the related assets or liabilities. This may mean that amounts
previously recognised in other comprehensive income are reclassified to profit or loss.
If the ownership interest in a jointly controlled entity or associate is reduced but joint control or significant influence is retained, only a
proportionate share of the amounts previously recognised in other comprehensive income are reclassified to profit or loss where appropriate.
(c)
Segment reporting
Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker. The chief
operating decision maker, who is responsible for allocating resources and assessing performance of the operating segments, has been identified
as the full Board of Directors.
(d)
Revenue recognition
Interest revenue is recognised on a time proportionate basis that takes into account the effective yield on the financial assets.
(e)
Income tax
The Company formed a tax consolidated Group on 1 July 2016. The effect of the transition from single taxable entities to a tax consolidated
group is the re-setting of the tax bases for assets within the group and an adjustment to the available carry forward losses under the available
fraction calculation.
The head entity, Key Petroleum Limited, and the controlled entities in the tax consolidated group account for their own current and deferred
taxes and are measured on a stand-alone taxpayer basis. The Group currently does not have a tax sharing or tax funding arrangement.
The income tax expense or revenue for the year is the tax payable on the current year’s taxable income based on the applicable income tax rate
for each jurisdiction adjusted by changes in deferred tax assets and liabilities attributable to temporary differences and to unused tax losses.
The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the end of the reporting period in
the countries where the Company operates and generates taxable income. Management periodically evaluates positions taken in tax returns
with respect to situations in which applicable tax regulation is subject to interpretation and considers whether it is probable that a taxation
authority will accept an uncertain tax treatment. The Group measures its tax balances either based on the most likely amount or the expected
value, depending on which method provides a better prediction of the resolution of the uncertainty.
Deferred income tax is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and
liabilities and their carrying amounts in the consolidated financial statements. However, the deferred income tax is not accounted for if it arises
from initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affects
neither accounting nor taxable profit or loss. Deferred income tax is determined using tax rates (and laws) that have been enacted or substantially
enacted by the reporting date and are expected to apply when the related deferred income tax asset is realised, or the deferred income tax
liability is settled.
Deferred tax assets are recognised for deductible temporary differences and unused tax losses only if it is probable that future taxable amounts
will be available to utilise those temporary differences and losses.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets and liabilities and when the
deferred tax balances relate to the same taxation authority. Current tax assets and tax liabilities are offset where the entity has a legally
enforceable right to offset and intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.
21
Current and deferred tax is recognised in profit or loss, except to the extent that it relates to items recognised in other comprehensive income
or directly in equity. In this case, the tax is also recognised in other comprehensive income or directly in equity, respectively.
(f)
Business combinations
The acquisition method of accounting is used to account for all business combinations, regardless of whether equity instruments or other assets
are acquired. The consideration transferred for the acquisition of a subsidiary comprises the:
•
fair values of the assets transferred;
•
liabilities incurred to the former owners of the acquired businesses;
•
equity interests issued by the Group;
•
fair value of any asset or liability resulting from a contingent consideration arrangement; and
•
fair value of any pre-existing equity interest in the subsidiary.
Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are, with limited exceptions, measured
initially at their fair values at the acquisition date. The Group recognises any non-controlling interest in the acquired entity on an acquisition-
by-acquisition basis either at fair value or at the non-controlling interest’s proportionate share of the acquired entity’s net identifiable assets.
Acquisition-related costs are expensed as incurred.
The excess of the:
•
consideration transferred;
•
amount of any non-controlling interest in the acquired entity; and
•
acquisition-date fair value of any previous equity interest in the acquired entity,
over the fair value of the net identifiable assets acquired is recorded as goodwill. If those amounts are less than the fair value of the net
identifiable assets of the subsidiary acquired, the difference is recognised directly in profit or loss as a bargain purchase.
Where settlement of any part of cash consideration is deferred, the amounts payable in the future are discounted to their present value as at the
date of exchange. The discount rate used is the entity’s incremental borrowing rate, being the rate at which similar borrowing could be obtained
from an independent financier under comparable terms and conditions.
Contingent consideration is classified either as equity or a financial liability. Amounts classified as a financial liability are subsequently
remeasured to fair value with changes in fair value recognised in profit or loss.
If the business combination is achieved in stages, the acquisition date carrying value of the acquirer’s previously held equity interest in the
acquiree is remeasured to fair value at the acquisition date. Any gains or losses arising from such re-measurement are recognised in profit or
loss.
(g)
Impairment of assets
Goodwill and intangible assets that have an indefinite useful life are not subject to amortisation and are tested annually for impairment, or more
frequently if events or changes in circumstances indicate that they might be impaired. Exploration and Evaluation Expenditure is assessed for
impairment indicators under AASB 6 paragraph 20 and where there are indicators of impairment the Company will test for impairment. Other
assets are tested for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An
impairment loss is recognised for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount
is the higher of an asset’s fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the
lowest levels for which there are separately identifiable cash flows which are largely independent of the cash inflows from other assets or
groups of assets (cash-generating units). Non-financial assets other than goodwill that suffered an impairment are reviewed for possible reversal
of the impairment at the end of each reporting period.
(h)
Cash and cash equivalents
For statement of cash flows presentation purposes, cash and cash equivalents includes cash on hand, deposits held at call with financial
institutions, other short-term highly liquid investments with original maturities of three months or less that are readily convertible to known
amounts of cash and which are subject to insignificant risk of changes in value, and bank overdrafts. Bank overdrafts are shown within
borrowings in current liabilities on the statement of financial position.
(i)
Investments and other financial assets
(i)
Classification
The Group classifies its financial assets in the following measurement categories:
•
Those to be measured subsequently at fair value (either through OCI or through profit or loss); and
•
Those to be measured at amortised cost.
The classification depends on the entity’s business model for managing the financial assets and the contractual terms of the cash flows.
22
For assets measured at fair value, gains and losses will either be recorded in profit or loss or OCI. For investments in equity instruments that
are not held for trading, this will depend on whether the Group has made an irrevocable election at the time of initial recognition to account
for the equity investment at fair value through other comprehensive income (FVOCI).
(ii) Recognition and derecognition
Regular way purchases and sales of financial assets are recognised on trade-date, the date on which the Group commits to purchase or sell the
asset. Financial assets are derecognised when the rights to receive cash flows from the financial assets have expired or have been transferred
and the Group has transferred substantially all the risks and rewards of ownership.
(iii) Measurement
At initial recognition, the Group measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit
or loss (FVPL), transaction costs that are directly attributable to the acquisition of the financial asset. Transaction costs of financial assets
carried at FVPL are expensed in profit or loss.
Financial assets with embedded derivatives are considered in their entirety when determining whether their cash flows are solely payment of
principal and interest.
Debt instruments
Subsequent measurement of debt instruments depends on the Group’s business model for managing the asset and the cash flow characteristics
of the asset. There are three measurement categories into which the Group classifies its debt instruments:
•
Amortised cost: Assets that are held for collection of contractual cash flows where those cash flows represent solely payments of principal
and interest are measured at amortised cost. Interest income from these financial assets is included in finance income using the effective
interest rate method. Any gain or loss arising on derecognition is recognised directly in profit or loss and presented in other income or
expenses. Impairment losses are presented as a separate line item in the statement of profit or loss.
•
FVOCI: Assets that are held for collection of contractual cash flows and for selling the financial assets, where the assets’ cash flows
represent solely payments of principal and interest, are measured at FVOCI. Movements in the carrying amount are taken through OCI,
except for the recognition of impairment gains or losses, interest income and foreign exchange gains and losses which are recognised in
profit or loss. When the financial asset is derecognised, the cumulative gain or loss previously recognised in OCI is reclassified from
equity to profit or loss and recognised in other income or expenses. Interest income from these financial assets is included in finance
income using the effective interest rate method. Foreign exchange gains and losses are presented in other income or expenses and
impairment losses are presented as a separate line item in the statement of profit or loss.
•
FVPL: Assets that do not meet the criteria for amortised cost or FVOCI are measured at FVPL. A gain or loss on a debt investment that
is subsequently measured at FVPL is recognised in profit or loss and presented net within other income or expenses in the period in
which it arises.
Equity instruments
The Group subsequently measures all equity investments at fair value. Where the Group’s management has elected to present fair value gains
and losses on equity investments in OCI, there is no subsequent reclassification of fair value gains and losses to profit or loss following the
derecognition of the investment. Dividends from such investments continue to be recognised in profit or loss as other income when the Group’s
right to receive payment is established.
Changes in the fair value of financial assets at FVPL are recognised in other income or expenses in the statement of profit or loss as applicable.
Impairment losses (and reversal of impairment losses) on equity investments measured at FVOCI are not reported separately from other changes
in fair value.
(iv) Impairment
The Group assesses, on a forward-looking basis, the expected credit loss associated with its debt instruments carried at amortised cost and
FVOCI. The impairment methodology depends on whether there has been a significant increase in credit risk.
(j)
Exploration and evaluation costs
Exploration and evaluation expenditures in relation to each separate area of interest are recognised as an exploration and evaluation asset in
the year in which they are incurred where the following conditions are satisfied:
(i)
the rights to tenure of the area of interest are current; and
(ii)
at least one of the following conditions is also met:
(a)
the exploration and evaluation expenditures are expected to be recouped through successful development and exploitation of the
area of interest, or alternatively, by its sale; or
(b)
exploration and evaluation activities in the area of interest have not at the reporting date reached a stage which permits a reasonable
assessment of the existence or otherwise of economically recoverable reserves, and active and significant operations in, or in
relation to, the area of interest are continuing.
23
Exploration and evaluation assets are initially measured at cost and include acquisition of rights to explore, studies, salaries of exploration
personnel, exploratory drilling and sampling and associated activities and depreciation of assets used in exploration and evaluation activities.
General and administrative costs are only included in the measurement of exploration and evaluation costs where they are related directly to
operational activities in a particular area of interest.
Exploration and evaluation assets are assessed for impairment when facts and circumstances suggest that the carrying amount of an exploration
and evaluation asset may exceed its recoverable amount. The policy on impairment can be found at Note 1(g). The recoverable amount of the
exploration and evaluation asset is estimated to determine the extent of the impairment loss (if any). Where an impairment loss subsequently
reverses, the carrying amount of the asset is increased to the revised estimate of its recoverable amount, but only to the extent that the increased
carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset
in previous years.
When an area of interest is abandoned or the directors decide that it is not commercial, any accumulated costs in respect of that area are written
off in the financial year the decision is made.
(k)
Trade and other payables
These amounts represent liabilities for goods and services provided to the Group prior to the end of the financial year which are unpaid. Trade
and other payables are presented as current liabilities unless payment is not due within 12 months after the reporting date. They are recognised
initially at fair value and subsequently at amortised cost. The amounts are unsecured and are paid on normal commercial terms.
(l)
Employee benefits
(i)
Wages and salaries and annual leave
Liabilities for wages and salaries, including non-monetary benefits, and annual leave expected to be settled within 12 months of the reporting
date are recognised in other payables 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.
(ii)
Other long-term employee benefit obligations
The Group also has liabilities for long service leave that are not expected to be settled wholly within 12 months after the end of the period in
which the employees render the related service. These obligations are therefore measured as the present value of expected future payments to
be made in respect of services provided by employees up to the end of the reporting period using the projected unit credit method. Consideration
is given to expected future wage and salary levels, experience of employee departures and periods of service. Expected future payments are
discounted using market yields at the end of the reporting period of high-quality corporate bonds with terms and currencies that match, as
closely as possible, the estimated future cash outflows. Remeasurements as a result of experience adjustments and changes in actuarial
assumptions are recognised in profit or loss.
The obligations are presented as current liabilities in the consolidated statement of financial position if the entity does not have an unconditional
right to defer settlement for at least twelve months after the reporting period, regardless of when the actual settlement is expected to occur.
(iii) Share-based payments
The Group may provide benefits to employees (including directors) of the Company in the form of share-based payment transactions, whereby
employees render services in exchange for shares or rights over shares (‘equity-settled transactions’).
The cost of these equity-settled transactions with employees is measured by reference to the fair value at the date at which they are granted.
The fair value is determined by an internal valuation using a Black-Scholes Option Pricing model.
The cost of equity-settled transactions is recognised, together with a corresponding increase in equity, over the period in which the performance
conditions are fulfilled, ending on the date on which the relevant employees become fully entitled to the award (‘vesting date’).
The cumulative expense recognised for equity-settled transactions at each reporting date until vesting date reflects (i) the extent to which the
vesting period has expired and (ii) the number of options that, in the opinion of the directors of the Company, will ultimately vest. This opinion
is formed based on the best available information at balance date. No adjustment is made for the likelihood of market performance conditions
being met as the effect of these conditions is included in the determination of fair value at grant date.
No expense is recognised for awards that do not ultimately vest, except for awards where vesting is conditional upon a market condition.
Where an equity-settled award is cancelled, it is treated as if it had vested on the date of cancellation, and any expense not yet recognised for
the award is recognised immediately. However, if a new award is substituted for the cancelled award and designated as a replacement award
on the date that it is granted, the cancelled and new award are treated as if they were a modification of the original award.
(m) Issued capital
Ordinary shares are classified as equity.
Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds.
Incremental costs directly attributable to the issue of new shares or options for the acquisition of a business are not included in the cost of the
acquisition as part of the purchase consideration.
24
(n)
Earnings per share
(i)
Basic earnings per share
Basic earnings per share is calculated by dividing the profit attributable to owners of the Company, excluding any costs of servicing equity
other than ordinary shares, by the weighted average number of ordinary shares outstanding during the financial year, adjusted for bonus
elements in ordinary shares issued during the year.
(ii)
Diluted earnings per share
Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into account the after income tax
effect of interest and other financing costs associated with dilutive potential ordinary shares and the weighted average number of shares assumed
to have been issued for no consideration in relation to dilutive potential ordinary shares.
(o)
Goods and Services Tax (GST)
Revenues, expenses and assets are recognised net of the amount of associated GST, unless the GST incurred is not recoverable from the taxation
authority. In this case it is recognised as part of the cost of acquisition of the asset or as part of the expense.
Receivables and payables are stated inclusive of the amount of GST receivable or payable. The net amount of GST recoverable from, or payable
to, the taxation authority is included with other receivables or payables in the statement of financial position.
Cash flows are presented on a gross basis. The GST components of cash flows arising from investing or financing activities which are
recoverable from, or payable to the taxation authority, are presented as operating cash flows.
(p)
Comparative figures
When required by Accounting Standards, comparative figures have been adjusted to conform to changes in presentation for the current financial
year.
(q)
Critical accounting judgements, estimates and assumptions
The preparation of these consolidated financial statements requires the use of certain critical accounting estimates. It also requires management
to exercise its judgement in the process of applying the Group’s accounting policies. The areas involving a higher degree of judgement or
complexity, or areas where assumptions and estimates are significant to the financial statements are:
Exploration and evaluation costs
Exploration and evaluation costs are accumulated in respect of each identifiable area of interest. The write-off or carrying forward of exploration
expenditure is based on a periodic assessment of the viability of an area of interest and/or the existence of economically recoverable reserves.
This assessment is based on pre-determined impairment indicators, taking into account the requirements of the accounting standard, and with
the information available at the time of preparing this report. Information may come to light in subsequent periods which requires the asset to
be impaired or written down for which the directors are unable to predict the outcome. When an area of interest is abandoned or the directors
decide that it is not commercial, any accumulated costs in respect of that area are written off in the financial year the decision is made.
Environmental Issues
Balances disclosed in the consolidated financial statements and notes thereto are not adjusted for any pending or enacted environmental
legislation, and the directors understanding thereof. At the current stage of the Group’s development and its current environmental impact the
directors believe such treatment is reasonable and appropriate.
Taxation
Deferred tax assets are recognised for deductible temporary differences and taxation losses when the directors and management consider that
it is probable that sufficient future tax profits will be available to utilise those temporary differences and losses. Significant judgement is
required to determine the amount of deferred tax assets that can be recognised, based upon the likely timing and the level of future taxable
profits over the future period together with future tax planning strategies and the impact of the current income taxation legislation. Where there
are significant variables relating to generating taxable profits in the future and there is limited operating history, the Group will disclose the
unrecognised deferred taxes.
25
30 JUNE 2024
2024
2023
$
$
2.
REVENUE AND OTHER INCOME
From continuing operations
Other revenue
Interest from financial institutions
8,092
-
Fair value gains on financial assets
16,970
76,144
Net gain on sale of subsidiaries
-
1,001,453
25,062
1,077,597
3.
EXPENSES
Loss before income tax includes the following specific expenses:
Directors’ fees
123,980
123,980
Superannuation expense
17,063
54,821
141,043
178,801
Depreciation expenses:
Right-of-use assets
138
1,999
138
1,999
4.
INCOME TAX
(a)
Income tax expense
Current tax
-
-
Deferred tax
-
-
-
-
(b)
Numerical reconciliation of income tax expense to prima facie tax
payable
(Loss)/profit before income tax expense
(961,393)
350,372
Prima facie tax (benefit)/expense at the Australian tax rate of 30% (2023: 25%)
(288,418)
87,593
Tax effect of amounts which are not deductible (taxable) in calculating taxable
income:
Gain on sale of subsidiaries
-
(250,364)
(288,418)
(162,771)
Movements in unrecognised temporary differences
(1,749)
34,704
Tax effect of current year tax losses for which no deferred tax asset has been
recognised
290,167
128,067
Income tax expense
-
-
26
30 JUNE 2024
2024
2023
$
$
4.
INCOME TAX (cont’d)
(c)
Deferred tax assets not brought to account at 30% (2023: 25%)
Capital raising costs
645
4,932
Provisions and accruals
15,600
27,855
Right of Use Asset
-
35
Tax losses
3,383,225
2,577,549
Total
3,399,470
2,610,371
(d)
Deferred tax liabilities at 30% (2023: 25%)
Financial assets at fair value through profit or loss
-
51,031
Capitalised exploration and evaluation costs
379,238
372,289
Total
379,238
423,320
(e)
Offset provisions
Deferred tax liabilities
(379,238)
(423,320)
Deferred tax assets (portion off-set deferred tax liabilities)
379,238
423,320
Unused tax losses for which no deferred tax asset has been recognised
-
-
Potential deferred tax assets attributable to tax losses and exploration expenditure carried forward have not been brought to account at 30 June
2024 because the directors do not believe it is appropriate to regard realisation of the deferred tax assets as probable at this point in time. These
benefits will only be obtained if:
(i)
the Group derives future assessable income of nature and of an amount sufficient to enable the benefits to be utilised;
(ii)
the Group continues to comply with the conditions for deductibility imposed by law; and
(iii) no changes in income tax legislation adversely affect the Group in utilising the benefits.
5.
CASH AND CASH EQUIVALENTS
Cash at bank and in hand
172,074
345,157
Cash and cash equivalents as shown in the statement of financial position and
the statement of cash flows
172,074
345,157
Short-term deposits are made for varying periods of between one day and three months depending on the immediate cash requirements of the
Group and earn interest at the respective short-term deposit rates.
Credit risk
A-1+
172,074
345,157
The equivalent S&P rating of the financial assets represent that rating of the counterpart with whom the financial asset is held rather than the
rating of the financial asset itself.
27
30 JUNE 2024
2024
2023
$
$
5.
CASH AND CASH EQUIVALENTS (cont’d)
(a)
Reconciliation of net (loss)/profit after income tax to net cash
outflow from operating activities
Net (loss)/profit for the year
(961,393)
350,372
Non-cash items
Depreciation of non-current assets
138
1,999
Impairment of capitalised exploration costs
336,034
26
Gain on sale of subsidiaries
-
(1,001,453)
Change in operating assets and liabilities, net of effects from sale of
subsidiaries
(Increase) in trade and other receivables
(4,629)
(5,263)
(Increase) in financial assets
(16,970)
(76,144)
(Decrease)/increase in trade and other payables
(56,635)
86,955
Net cash outflow from operating activities
(703,455)
(643,508)
(b)
Liabilities for which cash flows classified as financing activities
This section sets out an analysis of the liabilities for which cash flows have been classified as financing activities and the movements for each
of the periods presented.
Borrowings
-
-
Lease liabilities
-
-
-
-
Liabilities from financing activities
Borrowings
Lease liabilities
Total
$
$
$
As at 1 July 2022
100,000
2,346
102,346
Cash flows
(100,000)
(2,346)
(102,346)
As at 30 June 2023
-
-
-
Cash flows
-
-
-
As at 30 June 2024
-
-
-
28
30 JUNE 2024
2024
2023
$
$
6.
TRADE AND OTHER RECEIVABLES
Other receivables
8,564
8,835
8,564
8,835
Credit Risk – Trade and Other Receivables
The Group has no significant concentration of credit risk with respect to any single counter party or group of counterparties other than those
receivables specifically provided for and mentioned within Note 23. The class of assets described as ‘trade and other receivables’ is considered
to be the main source of credit risk related to the Group.
The following table details the Group’s trade and other receivables exposed to credit risk with ageing analysis and impairment provided for
thereon. Amounts are considered to be ‘past due’ when the debt has not been settled, with the terms and conditions agreed between the Group
and the customer or counterparty to the transaction. Receivables that are past due are assessed for impairment by ascertaining solvency of the
debtors and are provided for where there are specific circumstances indicating that the debt may not be fully repaid to the Group.
The balances of receivables that remain within initial trade terms (as detailed in the table) are considered to be of high quality.
The table below outlines the amounts due, past due and not impaired.
Gross Amount Past due and
impaired
Past due but not impaired
(days overdue)
Within initial trade
terms
< 30
31 - 60
61 - 90
> 90
$
$
$
$
$
$
$
2024
Other receivables
8,564
-
-
-
-
-
8,564
Total
8,564
-
-
-
-
-
8,564
2023
Other receivables
8,835
-
-
-
-
-
8,835
Total
8,835
-
-
-
-
-
8,835
2024
2023
$
$
7.
FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT OR LOSS
Australian listed equity securities
-
238,143
Changes in fair values of financial assets at fair value through profit or loss are disclosed directly on the face of the consolidated statement of
profit or loss and other comprehensive income. These constitute Level 1 financial assets.
8.
NON-CURRENT RECEIVABLES
Bank guarantees
66,292
61,392
The guarantee is held by the Group’s financial institution in cash. The credit rating has been disclosed above in Note 5.
29
30 JUNE 2024
Notes
2024
2023
$
$
9.
CAPITALISED EXPLORATION COSTS
Exploration, evaluation and development costs carried forward in respect of
areas of interest
1,264,127
1,541,968
Reconciliation - Pre-production
Carrying amount at the beginning of the year
1,541,968
1,431,433
Additions to exploration and evaluation costs
58,193
110,535
Impairment
(1)
(336,034)
-
Carrying amount at the end of the year
1,264,127
1,541,968
The ultimate recoupment of costs carried forward for exploration and evaluation phases is dependent on the successful development and
commercial exploitation or sale of the respective petroleum interests.
(1)
Capitalised exploration and evaluation costs relate to the Cooper Eromanga Basin Project located in Queensland, for which the Group
was granted Project Status by the Queensland Government in July 2021. The holder of an ATP with a project-related status may apply
for a special amendment to reallocate relinquishment and work program commitments across the ATPs within the project. The Cooper
Eromanga Basin Project is considered one area of interest for accounting classification purposes.
The Group has rights to tenure with ATPs 920 and 924 expected to be renewed for a period of 2 years to end of February 2025. Final
approvals have been delayed after the Queensland Government recently introduced changes aimed at strengthening protections for the
rivers and floodplains of the Queensland Lake Eyre Basin (LEB). These government imposed changes have implications for ATP 920
and ATP 924. Following discussions with the Queensland Government and receiving boundary maps outlining the impact of the LEB
exclusion zone in mid-March 2024, it has been determined that approximately 2% of ATP 920 and 40% of ATP 924 fall within the
exclusion boundary.
The Group has recognised an impairment of $336,034 against the carrying value of the Cooper Eromanga Basin Project during the
reporting period as a consequence of expected future restrictions on that portion of the ATPs within the LEB exclusion boundary.
10.
TRADE AND OTHER PAYABLES
Trade payables
17,978
35,399
Other payables and accruals
276,751
274,827
294,729
310,226
11.
BORROWINGS
Unsecured loan – at cost
(1)
-
-
(1)
ASF Group Limited (ASF) provided the Group with an unsecured $250,000 loan facility. The loan had an interest rate of 10% per
annum, payable on a quarterly basis, and matured on 31 December 2023. The facility was not utilised during the current period but
was utilised during the 2023 financial year. Geoff Baker, Louis Chien and Min Yang, directors of the Company, are also directors of
ASF. Total interest paid during the year to ASF was nil (2023: $5,411).
30
12. ISSUED CAPITAL
(a)
Share capital
Number of shares
$
Number of shares
$
2024
2023
Ordinary shares fully paid
2,262,928,126
42,807,616
1,967,928,126
42,515,302
Total issued capital
2,262,928,126
42,807,616
1,967,928,126
42,515,302
(b)
Movements in ordinary share capital
Beginning of the financial year
1,967,928,126
42,515,302
1,967,928,126
42,515,302
Issued for cash at $0.001 per share
295,000,000
295,000
-
-
Transaction costs incurred
-
(2,686)
-
-
End of the financial year
2,262,928,126
42,807,616
1,967,928,126
42,515,302
(c)
Ordinary shares
Ordinary shares entitle the holder to participate in dividends and the proceeds on winding up of the Company in proportion to the number of
and amounts paid on the shares held.
On a show of hands every holder of ordinary shares present at a meeting in person or by proxy, is entitled to one vote, and upon a poll each
share is entitled to one vote.
Ordinary shares have no par value, and the Company does not have a limited amount of authorised capital.
(d)
Capital risk management
The Group’s objectives when managing capital are to safeguard their ability to continue as a going concern, so that they may continue to
provide returns for shareholders and benefits for other stakeholders.
Due to the natures of the Group’s activities, being petroleum exploration, the Group does not have the access to credit facilities, with the
primary source of funding being equity raisings. Therefore, the focus of the Group’s capital risk management is the current working capital
position against the requirements of the Group to meet exploration programs and corporate overheads. The Group’s strategy is to ensure
appropriate liquidity is maintained to meet anticipated operating requirements, with a view to initiating appropriate capital raisings as required.
Refer to Note 1 for management plans to remain a going concern. The working capital position of the Group as 30 June 2024 and 30 June
2023 are as follows:
2024
2023
$
$
Cash and cash equivalents
172,074
345,157
Trade and other receivables
8,564
8,835
Financial assets at fair value through profit or loss
-
238,143
Trade and other payables
(294,729)
(310,226)
Working capital position
(114,091)
281,909
13. DIVIDENDS
No dividends were paid during the financial year. No recommendation for payment of dividends has been made.
31
30 JUNE 2024
14. SALE OF SUBSIDIARIES
(a)
Description
On 29 January 2021, the Company announced that it had entered into a Sale and Purchase Agreement (SPA) and Royalty Deed (Royalty
Deed) with Triangle Energy (Global) Limited (ASX: TEG) (Triangle) to sell to Triangle Key Petroleum (Australia) Pty Ltd’s (KPA) 50%
participating interest in Production Licence L7(R1) (L7) and KPA and Key Midwest Pty Ltd’s (Midwest) combined 86.94% interest in
Exploration Permit EP 437 (EP 437). The Group was to receive consideration comprising cash proceeds of $600,000 plus a 5% gross
overriding royalty payable on production from L7 and EP 437 in accordance with the SPA and Royalty Deed. During the 2021 and 2022
financial years the Group received a total of $500,000 of the cash receipts as non-refundable deposits.
The fair value of the disposal group was determined by reference to the estimated fair value of the consideration receivable. This resulted in
the recognition of impairment during the 2021 financial year of $2,162,815 for capitalised exploration costs and $158,005 for plant and
equipment. Following recognition of this impairment, receipt of the non-refundable deposits was treated as disposals of capitalised exploration
costs with a resulting nil gain or loss on disposal.
The following assets and liabilities of the Group were presented as a disposal group classified as held for sale at 30 June 2022:
30 June
2022
$
Assets classified as held for sale
Plant and equipment
1
Capitalised exploration costs
399,999
Total assets of disposal group held for sale
400,000
Liabilities directly associated with assets classified as held for sale
Provision for restoration
300,000
Total liabilities of disposal group held for sale
300,000
On 21 September 2022, the Company announced that the SPA and Royalty Deed had been replaced by a Share Sale Agreement (SSA) with
Key to sell to Triangle the Company’s wholly owned subsidiaries KPA and Midwest.
The key terms of the SSA were:
•
The Company sold to Triangle:
o
100% of its wholly owned subsidiary KPA which holds a 50% participating interest in L7 and a 43.47% interest in EP 437;
and
o
100% of its wholly owned subsidiary Midwest which holds a 43.47% interest in EP 437; and
o
5% petroleum production royalties for L7 and EP 437.
•
Total consideration for the transaction is $1,100,000 as follows:
o
$100,000 cash due under the superseded SPA;
o
$500,000 cash on completion of the SSA; and
o
$500,000 of Triangle shares to be issued on or before 30 June 2024 (Consideration Shares).
The SSA formally completed on 30 September 2022 (Completion) with the Group receiving the total cash proceeds of $600,000. From
Completion, the Company has deconsolidated from the Group its former subsidiaries KPA and Midwest.
At the time of Completion, the number of Consideration Shares to be received by the Company was not known, hence the consideration
recognised was the contractual amount per the SSA. Per the terms of the SSA, the number of Consideration Shares to be received was fixed
on 31 December 2022, with the Company receiving 31,368,523 TEG shares on 21 March 2023 which were classified as a financial asset at
fair value through profit or loss and fair valued using the market price of TEG shares. All the TEG shares were subsequently sold during the
2023 reporting period.
32
30 JUNE 2024
14. SALE OF SUBSIDIARIES (cont’d)
(b)
Details of the gain on sale of subsidiaries
30 September
2022
$
Consideration received or receivable:
Cash
600,000
Consideration Shares
500,000
Total disposal consideration
1,100,000
Carrying amount of net assets disposed
(98,547)
Gain on sale before income tax
1,001,453
Income tax
-
Net gain on sale of subsidiaries
1,001,453
The carrying amounts of assets and liabilities as at the date of sale (30 September 2022) were:
Cash
1,086
Assets classified as held for sale
400,000
Total assets
401,086
Payables
2,539
Liabilities directly associated with assets classified as held for sale
300,000
Total liabilities
302,539
Net assets
98,547
15. REMUNERATION OF AUDITORS
During the year the following fees were paid or payable for services provided by the auditor of the parent entity, its related practices and non-
related audit firms:
2024
2023
$
$
Audit services
Hall Chadwick – audit and review of financial reports
28,128
35,765
Total remuneration for audit services
28,128
35,765
16. CONTINGENCIES
There are no material contingent liabilities or contingent assets of the Group at the reporting date.
33
30 JUNE 2024
2024
2023
$
$
17. COMMITMENTS
(a)
Exploration commitments
The Company has certain commitments to meet minimum expenditure requirements on the mineral exploration assets it has an interest in.
Outstanding exploration commitments are as follows:
Within one year
355,500
355,500
Later than one year but not later than five years
4,104,500
4,104,500
4,460,000
4,460,000
(b)
Leases
The statement of financial position shows the following amounts relating to
leases:
Leased Assets
Right-of-use assets
8,140
8,140
Accumulated Depreciation of Right of Use Asset
(8,140)
(8,002)
Carrying value of right-of-use-asset
-
138
Lease Liabilities
Current Lease Liabilities
-
-
Non-Current Lease Liabilities
-
-
Total Lease Liabilities
-
-
The statement of profit or loss and other comprehensive income shows the
following amounts relating to leases:
Depreciation charge for right-of-use assets
138
1,999
Interest expense (included in finance costs)
-
111
The Group leased an item of office equipment with a five-year term that expired in July 2023.
18. RELATED PARTY TRANSACTIONS
(a)
Parent entity
The ultimate parent entity within the Group is Key Petroleum Limited.
(b)
Subsidiaries
Interests in subsidiaries are set out in Note 19.
(c)
Key management personnel compensation
Short-term benefits
311,696
311,696
Post-employment benefits
-
-
Long-term benefits
-
-
311,696
311,696
Detailed remuneration disclosures are provided in the remuneration report within the Directors’ Report.
34
30 JUNE 2024
18
RELATED PARTY TRANSACTIONS (cont’d)
(d)
Transactions and balances with other related parties
Transactions with key management personnel are disclosed below:
•
DWCorporate Pty Ltd, a business of which Mr Wilkins is principal, provided bookkeeping and accounting services to the Key Petroleum
Group during the year. The amounts paid of $29,683 (2023: $48,008) were on arm’s length commercial terms and are disclosed in the
remuneration report in conjunction with Mr Wilkins’ compensation. At 30 June 2024 there was $2,706 (2023: $5,226) owing to
DWCorporate Pty Ltd.
•
Interest payments totalling nil (2023: $5,411) were made to ASF Group Limited and a total of $149,526 (2023: $144,000) was paid to
ASF Corporate Pty Ltd, businesses of which Mr Baker, Mr Chien and Ms Yang are directors. ASF Group Limited provided the Group
with an unsecured loan during the year, refer to Note 11 for details. ASF Corporate Pty Ltd provided office accommodation and corporate
services to the Group during the year. The amounts paid were at usual commercial rates.
19. SUBSIDIARIES
The consolidated financial statements incorporate the assets, liabilities and results of the following subsidiaries in accordance with the
accounting policy described in Note 1(b):
Name
Country of Incorporation
Class of Shares
Equity Holding (1)
2024
2023
%
%
Key Cooper Basin Pty Ltd
Australia
Ordinary
100
100
Key Petroleum Services Pty Ltd
Australia
Ordinary
100
100
Key Perth Basin Investments Pty Ltd
Australia
Ordinary
100
100
(1)
The proportion of ownership interest is equal to the proportion of voting power held.
20. EVENTS OCCURRING AFTER THE REPORTING DATE
No matters or circumstances have arisen since the end of the financial year which significantly affected or may significantly affect the
operations of the Group, the results of those operations, or the state of affairs of the Group in future financial periods.
2024
2023
$
$
21. LOSS PER SHARE
(a)
Reconciliation of earnings used in calculating (loss)/earnings per
share
(Loss)/profit attributable to the owners of the Company used in calculating
basic and diluted loss per share
(961,393)
345,157
Number of shares
Number of shares
(b)
Weighted average number of shares used as the denominator
Weighted average number of ordinary shares used as the denominator in
calculating basic and diluted (loss)/earnings per share
2,116,234,137
1,967,928,126
35
30 JUNE 2024
2024
2023
$
$
22.
PARENT ENTITY INFORMATION
The following information relates to the parent entity, Key Petroleum Limited, at 30 June 2024. The information presented here has been
prepared using accounting policies consistent with those presented in Note 1.
Current assets
180,678
354,032
Non-current assets
1,074,643
1,631,602
Total assets
1,255,321
1,985,634
Current liabilities
43,409
100,227
Total liabilities
43,409
100,227
Issued capital
42,807,616
42,515,302
Accumulated losses
(41,595,704)
(40,629,895)
Total equity
1,211,912
1,885,407
(Loss)/profit for the year
(965,809)
624,463
Total comprehensive income
(965,809)
624,463
The parent entity is responsible for the contingent liabilities outlined in Note 16.
The parent entity is responsible for funding the commitments outlined in Note 17.
Interests in subsidiaries are set out in Note 19.
23.
FINANCIAL RISK MANAGEMENT
The Group’s financial instruments consist mainly of deposits with banks, financial assets at fair value through profit or loss, and accounts
receivable and payable.
The totals for each category of financial instruments, measured in accordance with AASB 9 as detailed in the accounting policies to these
financial statements, are as follows:
Financial Assets
Cash and cash equivalents
172,074
345,157
Loans and receivables
8,564
8,835
Financial assets at fair value through profit or loss
-
238,143
Total Financial Assets
180,638
592,135
Financial Liabilities
Trade payables
17,978
35,399
Total Financial Liabilities
17,978
35,399
(a)
Market risk
(i)
Commodity price risk
Given the current level of operations the Group is not exposed to commodity price risk.
36
30 JUNE 2024
23.
FINANCIAL RISK MANAGEMENT (cont’d)
(ii)
Interest rate risk
The Group is exposed to movements in market interest rates on cash and cash equivalents. The Group policy is to monitor the interest rate
yield curve out to six months to ensure a balance is maintained between the liquidity of cash assets and the interest rate return. The entire
balance of cash and cash equivalents for the Group of $172,074 (2023: $345,157) is subject to interest rate risk. The weighted average interest
rate received on cash and cash equivalents by the Group was 3.2% (2023: nil).
Sensitivity analysis
At 30 June 2024, if interest rates had changed by +/- 100 (2023: +/- 100) basis points from the weighted average rate for the year with all other
variables held constant, post-tax loss for the Group would have been $2,519 lower/higher (2023: $534 higher/no lower post-tax profit) as a
result of higher/lower interest income from cash and cash equivalents.
(b)
Credit risk
Exposure to credit risk relating to financial assets arises from the potential non-performance by counterparties of contract obligations that
could lead to a financial loss to the Group.
Credit risk is minimised by investing surplus funds in financial institutions that maintain a minimum of an A credit ratings and by ensuring
customers and counterparties to transactions are of sound credit worthiness.
Credit Risk Exposures
The maximum exposure to credit risk by class of recognised financial assets at balance date is equivalent to the carrying value and classification
of those financial assets (net of any provisions) as presented in the consolidated statement of financial position.
All cash holdings within the Group are currently held with A-1+ rated financial institutions.
(c)
Liquidity risk
The Group manages liquidity risk by continuously monitoring forecast and actual cash flows and ensuring sufficient cash and marketable
securities are available to meet the current and future commitments of the Group. Due to the nature of the Group’s activities, being oil and gas
exploration, the Group does not have ready access to credit facilities, with the primary source of funding being equity raisings. The Board of
Directors constantly monitor the state of equity markets in conjunction with the Group’s current and future funding requirements, with a view
to initiating appropriate capital raisings as required. Refer to Note 1 for management’s plans to remain a going concern.
The tables below reflect an undiscounted contractual maturity analysis for financial 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 reflects the earliest contractual settlement dates.
Financial Liability and Financial Asset Maturity Analysis
Within 1 Year
1 to 5 Years
Total
2024
2023
2024
2023
2024
2023
$
$
$
$
$
$
Financial liabilities due for payment
Trade payables
17,978
35,399
-
-
17,978
35,399
Total contractual outflows
17,978
35,399
-
-
17,978
35,399
Financial assets – cash flows realisable
Cash and cash equivalents
172,074
345,157
-
-
172,074
345,157
Trade and loan receivables
8,564
8,835
-
-
8,564
8,835
Total anticipated inflows
180,638
353,992
-
-
180,638
353,992
Net inflow on financial instruments
162,660
318,593
-
-
162,660
318,593
(d)
Fair value estimation
The fair value of financial assets and financial liabilities must be estimated for recognition and measurement or for disclosure purposes. All
financial assets and financial liabilities of the Group at the balance date are recorded at amounts approximating their fair value.
The carrying value less impairment provision of trade receivables and payables are assumed to approximate their fair values due to their short-
term nature.
As disclosed in note 1 should the Group not continue as a going concern then the fair value of financial assets and financial liabilities may not
reflect the true fair value of financial assets and financial liabilities on a liquidation basis.
37
30 JUNE 2024
24. SEGMENT INFORMATION
Identification of reportable segments
The Group has identified its operating segments based on the internal reports that are reviewed and used by the board of directors (chief
operating decision makers) in assessing performance and determining the allocation of resources. During the period, the Group is managed
primarily based on one segment being oil and gas exploration in Australia.
25. COMPANY DETAILS
The registered office of the company is:
Key Petroleum Limited
Suite 2
3B Macquarie Street
SYDNEY NSW 2000
The principal place of business is:
Key Petroleum Limited
Suite 2
3B Macquarie Street
SYDNEY NSW 2000
38
CONSOLIDATED ENTITY DISCLOSURE STATEMENT
As at 30 June 2024
Name of entity
Type of entity
Trustee, partner or
participant in JV
% of share
capital
Place of business /
country of
incorporation
Australian or foreign
resident
Key Cooper Basin Pty Ltd
Body corporate
-
100
Australia
Australian
Key Petroleum Services Pty Ltd
Body corporate
-
100
Australia
Australian
Key Perth Basin Investments Pty Ltd
Body corporate
-
100
Australia
Australian
39
DIRECTORS' DECLARATION
In the directors’ opinion:
(a)
the financial statements and notes set out on pages 15 to 37 are in accordance with the Corporations Act 2001, including:
(i)
complying with Accounting Standards, the Corporations Regulations 2001 and other mandatory professional reporting
requirements; and
(ii)
giving a true and fair view of the consolidated entity’s financial position as at 30 June 2024 and of its performance for the financial
year ended on that date;
(b)
there are reasonable grounds to believe that Key Petroleum Limited will be able to pay its debts as and when they become due and
payable;
(c)
the consolidated entity disclosure statement on page 38 is true and correct; and
(d)
a statement that the attached financial statements are in compliance with International Financial Reporting Standards has been included
in the notes to the financial statements.
The directors have been given the declarations by the managing director and equivalent chief financial officer required by section 295A of the
Corporations Act 2001.
This declaration is made in accordance with a resolution of the directors for Key Petroleum Limited.
Louis Chien
Managing Director
29 August 2024
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF KEY PETROLEUM LIMITED
Report on the Audit of the Financial Report
Opinion
We have audited the financial report of Key Petroleum Limited (“the Company”) and its subsidiaries (“the
Consolidated Entity”), which comprises the consolidated statement of financial position as at 30 June 2024,
the consolidated statement of profit or loss and other comprehensive income, the consolidated statement of
changes in equity and the consolidated statement of cash flows for the year then ended, and notes to the
financial statements, including material accounting policy information, the consolidated entity disclosure
statement and the director’s declaration.
In our opinion:
a.
the accompanying financial report of the Consolidated Entity is in accordance with the Corporations Act
2001, including:
(i)
giving a true and fair view of the Consolidated Entity’s financial position as at 30 June 2024 and
of its financial performance for the year then ended; and
(ii)
complying with Australian Accounting Standards and the Corporations Regulations 2001.
b.
the financial report also complies with International Financial Reporting Standards as disclosed in Note
1(a)(i).
Basis for Opinion
We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under those
standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Report section
of our report. We are independent of the Consolidated Entity in accordance with the auditor independence
requirements of the Corporations Act 2001 and the ethical requirements of the Accounting Professional and
Ethical Standards Board’s APES 110 Code of Ethics for Professional Accountants (the Code) that are relevant
to our audit of the financial report in Australia. We have also fulfilled our other ethical responsibilities in
accordance with the Code.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our
opinion.
Material Uncertainty Related to Going Concern
We draw attention to Note 1(a)(v) in the financial report which indicates that the Consolidated Entity incurred
a net loss of $961,393 during the year ended 30 June 2024. As stated in Note 1(a)(v), these events or
conditions, along with other matters as set forth in Note 1(a)(v), indicate that a material uncertainty exists that
may cast significant doubt on the Consolidated Entity’s ability to continue as a going concern. Our opinion is
not modified in this respect of this matter.
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.
Key Audit Matter
How our audit addressed the Key Audit Matter
Capitalised Exploration Costs (Note 9)
At
balance
date,
the
Consolidated
Entity’s
capitalised exploration costs were carried at
$1,264,127.
The recognition and recoverability of the capitalised
exploration costs was considered a key audit matter
due to:
• The carrying value of capitalised exploration costs
represents a significant asset of the Group, we
considered it necessary to assess whether facts
and circumstances existed to suggest the carrying
amount of this asset may exceed the recoverable
amount; and
• Determining whether impairment indicators exist
involves significant judgement by management.
Our audit procedures included but were not limited
to:
• Assessed management’s determination of its
areas of interest for consistency with the definition
in AASB 6 Exploration and Evaluation of Mineral
Resources (“AASB 6”);
• Assessed the Consolidated Entity’s rights to
tenure;
• Tested the Consolidated Entity’s additions to
capitalised exploration costs for the year by
evaluating a sample of recorded expenditure for
consistency
to
underlying
records,
the
capitalisation requirements of the Consolidated
Entity’s accounting policy and the requirements of
AASB 6;
• By testing the status of the Consolidated Entity’s
tenure and planned future activities, reading board
minutes and discussions with management we
assessed each area of interest for one or more of
the following circumstances that may indicate
impairment of the capitalised exploration costs:
o The licenses for the rights to explore expiring in
the near future or are not expected to be
Key Audit Matter
How our audit addressed the Key Audit Matter
renewed;
o Substantive expenditure for further exploration
in the area of interest is not budgeted or
planned;
o Decision or intent by the Consolidated Entity’s
to discontinue activities in the specific area of
interest due to lack of commercially viable
quantities of resources; and
o Data indicating that, although a development in
the specific area is likely to proceed, the
carrying amount of the exploration asset is
unlikely to be recorded in full from successful
development or sale.
• Assessed the appropriateness of the related
disclosures in the financial statements.
Other Information
The directors are responsible for the other information. The other information comprises the information
included in the Consolidated Entity’s annual report for the year ended 30 June 2024, but does not include the
financial report and our auditor’s report thereon.
Our opinion on the financial report does not cover the other information and accordingly we do not express
any form of assurance conclusion thereon.
In connection with our audit of the financial report, our responsibility is to read the other information and, in
doing so, consider whether the other information is materially inconsistent with the financial report or our
knowledge obtained in the audit or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this other
information, we are required to report that fact. We have nothing to report in this regard.
Responsibilities of the Directors for the Financial Report
The directors of the Company are responsible for the preparation of the financial report that gives a true and
fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such
internal control as the directors determine is necessary to enable the preparation of the financial report that
gives a true and fair view and is free from material misstatement, whether due to fraud or error, and the
consolidated entity disclosure statement that is true and correct and is free of misstatement, whether due to
fraud or error. In Note 1(a)(i), the directors also state in accordance with Australian Accounting Standard AASB
101 Presentation of Financial Statements, that the financial report complies with International Financial
Reporting Standards.
In preparing the financial report, the directors are responsible for assessing the Consolidated Entity’s ability to
continue as a going concern, disclosing, as applicable, matters related to going concern and using the going
concern basis of accounting unless the directors either intend to liquidate the Consolidated Entity or to cease
operations, or has no realistic alternative but to do so.
Auditor’s Responsibilities for the Audit of the Financial Report
Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free from
material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion.
Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in
accordance with the Australian Auditing Standards will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate,
they could reasonably be expected to influence the economic decisions of users taken on the basis of this
financial report.
As part of an audit in accordance with the Australian Auditing Standards, we exercise professional judgement
and maintain professional scepticism throughout the audit. We also:
•
Identify and assess the risks of material misstatement of the financial report, whether due to fraud or
error, design and perform audit procedures responsive to those risks, and obtain audit evidence that
is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material
misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve
collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
•
Obtain an understanding of internal control relevant to the audit in order to design audit procedures
that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the
effectiveness of the Consolidated Entity’s internal control.
•
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting
estimates and related disclosures made by the directors.
•
Conclude on the appropriateness of the directors’ use of the going concern basis of accounting and,
based on the audit evidence obtained, whether a material uncertainty exists related to events or
conditions that may cast significant doubt on the Consolidated Entity’s ability to continue as a going
concern. If we conclude that a material uncertainty exists, we are required to draw attention in our
auditor’s report to the related disclosures in the financial report or, if such disclosures are inadequate,
to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our
auditor’s report. However, future events or conditions may cause the Consolidated Entity to cease to
continue as a going concern.
•
Evaluate the overall presentation, structure and content of the financial report, including the
disclosures, and whether the financial report represents the underlying transactions and events in a
manner that achieves fair presentation.
•
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or
business activities within the Consolidated Entity to express an opinion on the financial report. We are
responsible for the direction, supervision and performance of the Consolidated Entity audit. We remain
solely responsible for our audit opinion.
We communicate with the directors regarding, among other matters, the planned scope and timing of the audit
and significant audit findings, including any significant deficiencies in internal control that we identify during
our audit.
We also provide the directors with a statement that we have complied with relevant ethical requirements
regarding independence, and to communicate with them all relationships and other matters that may
reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with the directors, we determine those matters that were of most significance
in the audit of the financial report of the current period and are therefore the key audit matters. We describe
these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or
when, in extremely rare circumstances, we determine that a matter should not be communicated in our report
because the adverse consequences of doing so would reasonably be expected to outweigh the public interest
benefits of such communication.
Report on the Remuneration Report
We have audited the Remuneration Report included in the directors’ report for the year ended 30 June 2024.
The directors of the Company are responsible for the preparation and presentation of the remuneration report
in accordance with s 300A of the Corporations Act 2001. Our responsibility is to express an opinion on the
remuneration report, based on our audit conducted in accordance with Australian Auditing Standards.
Auditor’s Opinion
In our opinion, the Remuneration Report of Key Petroleum Limited, for the year ended 30 June 2024, complies
with section 300A of the Corporations Act 2001.
HALL CHADWICK WA AUDIT PTY LTD
D M BELL CA
Director
Dated this 29th day of August 2024
Perth, Western Australia
45
ASX ADDITIONAL INFORMATION
Additional information required by the Australian Securities Exchange and not shown elsewhere in this report is as follows. The information
is current as at 23 August 2024.
(a)
Distribution of equity securities
Analysis of numbers of equity security holders by size of holding:
Ordinary shares
Number of holders
Number of shares
% of shares
1
-
1,000
71
12,820
0.00
1,001
-
5,000
84
265,300
0.01
5,001
-
10,000
117
1,048,510
0.05
10,001
-
100,000
539
26,468,707
1.17
100,001 and over
759
2,235,132,789
98.77
1,570
2,262,928,126
100.00
The number of equity security holders holding less than a marketable parcel
of securities are (minimum $500.00 parcel at $0.001 per unit – minimum
parcel size 500,000):
1,192
113,144,000
5.0
(b)
Twenty largest shareholders
The names of the twenty largest holders of quoted ordinary shares are:
Listed ordinary shares
Number of shares
Percentage of
ordinary shares
1
MS WANYAN LIU
295,000,000
13.04
2
BNP PARIBAS NOMS PTY LTD
284,272,808
12.56
3
CITICORP NOMINEES PTY LIMITED
227,186,830
10.04
4
ASF OIL & GAS HOLDINGS PTY LTD
225,372,940
9.96
5
GREAT SCHEME INVESTMENTS LIMITED
178,125,000
7.87
6
START GRAND GLOBAL LIMITED
170,000,000
7.51
7
MR ANDREW CHRISTOPHER MAYES
36,000,000
1.59
8
GRANBOROUGH PTY LTD
35,000,000
1.55
9
RENOWN CAPITAL HOLDINGS LTD
32,500,000
1.44
10
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED
31,124,262
1.38
11
MR GAVIN JOHN ARMSTRONG
20,000,000
0.88
12
MR MARK FRANCIS SWIFT
18,000,000
0.80
13
MRS MARGARET ANN RYAN + MR MICHEAL RODNEY RYAN
16,500,000
0.73
14
MR SAU FUNG NG
15,160,000
0.67
15
MINSK PTY LTD
11,898,365
0.53
16
MR DAVID ROBERT JOHN KALUZA
10,000,001
0.44
17
MR ROBERT ALEXANDER SMITH
10,000,000
0.44
18
MARGADH STOC PTY LTD
8,483,836
0.37
19
EST MR BRUCE WINSTON PICKERS
8,000,000
0.35
20
MR DAVID ROBERT JOHN KALUZA + MRS CYRENE CONSTANTINO
KALUZA
7,150,000
0.32
1,639,774,042
72.46
46
ASX ADDITIONAL INFORMATION
(iii) Substantial shareholders
The names of substantial shareholders who have notified the Company in accordance with section 671B of the Corporations Act 2001 are:
Number of Shares
Wanyan Liu
295,000,000
BNP Paribas Noms Pty Ltd
284,272,808
Citicorp Nominees Pty Limited
227,186,830
ASF Oil & Gas Holdings Pty Ltd
225,372,940
Great Scheme Investments Limited
178,125,000
Start Grand Global Limited
170,000,000
(iv) Voting rights
All ordinary shares (whether fully paid or not) carry one vote per share without restriction.
(v)
Schedule of interests in petroleum blocks
Location
Block
Percentage held/earning
Australia – Onshore
ATP 920
100.00%
Australia – Onshore
ATP 924
100.00%
(vi) On-Market Buy-Back
On 20 April 2023, Key Petroleum Limited announced its intention to undertake an on-market buy-back of up to 196,792,813 shares (being
approximately 10% of the Company’s issued ordinary shares). The buy-back concluded on 7 May 2024, nil shares were bought back.