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02
4
CORPORATE
DIRECTORY
ABN 95 003 029 543
Directors
Ernest Anthony Myers
Executive Chairman
Roy Barry Rushworth
Non-Executive Director
Vesna Petrovic
Executive Director
Company Secretary
Vesna Petrovic
Chief Executive Officer
Iain Peter Smith
Registered Office
45 Ventnor Avenue
WEST PERTH WA 6005
Tel: + 61 8 6363 7090
Share Registry
Automic Pty Ltd
Level 5, 126 Phillip Street
SYDNEY NSW 2000
Auditors
In.Corp Audit & Assurance Pty Ltd
(formerly Rothsay Audit & Assurance Pty Ltd)
Level 1, Lincoln House
4 Ventnor Avenue
WEST PERTH WA 6005
Internet Address & Contact
www.pancon.com.au
info@pancon.com.au
ASX Code
PCL
CONTENTS
01 Permit Schedule
02 Chairman’s Review
03 Review of Operations
04 Directors’ Report
34 Auditor’s Independence Declaration
35 Corporate Governance Statement
48 Statement of Profit or Loss and Other Comprehensive Income
4 9 Statement of Financial Position
50 Statement of Changes in Equity
51 Statement of Cash Flows
52 Notes to the Financial Statements
68 Directors’ Declaration
69 Independent Auditor’s Report
73 ASX Additional Information
PERMIT SCHEDULE
Licence
Location
Licence
Number
Pancontinental
Interest
Joint Venture
Partners
NAMIBIA
PEL 87
75.00% *
Custos 15.00%
NAMCOR 10.00%
AUSTRALIA
ATP 920
20.00% **
Key Petroleum 80.00%
AUSTRALIA
ATP 924 -Ace
25.00% **
Key Petroleum 75.00%
* In March 2023, Woodside and Pancontinental signed an Option Deed providing Woodside an election to enter
the deep-water Namibia PEL 87 exploration project.
** Earning
PETROLEUM
EXPLORATION
LICENCE 87
Orange Basin,
Offshore Namibia
ATP 920 &
ATP 924
(ACE AREA)
Cooper Eromanga Basin,
Onshore Australia
1
Chairman’s Review
Dear Shareholder.
I am pleased to present to you Pancontinental’s 2024 Annual Report.
The Namibian Orange Basin continues to deliver, with significant discoveries at
Galp Energia's Mopane-1X and TotalEnergies' Mangetti-1X. The Mopane
discovery in particular is exciting for Pancontinental, being the closest on-trend
discovery thus far to our PEL 87 permit and reported to host an estimated 10 Billion barrels of oil in
place. A recent hiatus in operational activity is anticipated to end shortly, with multiple exploration
and appraisal wells to commence drilling over the coming weeks and months by Chevron,
TotalEnergies, Galp Energia and Rhino Resources/Azule Energy. I believe we can expect continued
excitement out of Namibia on the back of this major industry investment in deepwater exploration.
With regards to Pancontinental's own project, further to our acquisition of a vast 3D seismic survey
within PEL 87 in early 2023, we received the final processed prestack depth migration data in March
of this year. Since that time the Pancontinental and Woodside Energy technical teams have been
interpreting and analysing the 6,593 km2 data set to delineate exploration leads across a variety of
hydrocarbon play types. This is necessarily a lengthy process, partly due to the volume of data but
also due to the often subtle nature of the geological features of interest, as is typical of deepwater
depositional systems. Our team must go much further than simply mapping geological horizons and
is employing techniques such as seismic attribute and Amplitude vs Offset (AVO) analysis to examine
various seismic anomalies and then characterise them from a geological perspective, ideally with
analogues to existing deepwater discoveries.
At the date of this report we are working diligently to secure the grant of a seismic licence from the
Namibian authorities, the purpose of which is to provide Woodside with ongoing rights to utilise the
newly acquired 3D seismic data that is derived from the survey which Woodside funded. This is a
requirement under our Option Deed with Woodside, and granting of the license will establish the long
stop date by which Woodside must exercise its option to farmin to PEL 87 by committing to drill an
exploration well. The long stop date will be 180 days from the date upon which the seismic licence is
granted.
It is with great sadness that I must advise of the passing of our former Chairman, David Kennedy, in
September of this year. David made a significant contribution to Pancontinental over a long period of
time, and his experience and guidance have provided the Company with a strong foundation for the
future. Our thoughts are with David's family.
Finally, I wish to express my appreciation for the efforts of Pancontinental’s small team and supporting
consultants over the past year, including our Namibian in-country representatives, Pioneer Energy,
who have provided invaluable support.
The Board of Pancontinental appreciates your ongoing support, and we look forward to meeting many
of you at the Company's forthcoming Annual General Meeting of shareholders.
Ernie Myers
Chairman
2
Review of Operations
Namibia
Namibia Offshore PEL 87
Location:
Orange Basin
Project Size:
10,970 square kilometres
JV Partners:
Pancontinental
75% (Operator)*
Custos Investments (Pty) Ltd 15%
NAMCOR
10%
*Woodside Energy holds an option to acquire a 56% interest
Figure 1: PEL 87 Location Map
Significant operational activity was ongoing within the Namibian Orange Basin throughout the reporting
period, with major exploration and appraisal successes reported by a number of operators within the
basin. The end of the reporting period saw a hiatus in drilling activity, after a prolonged period of
continuous operations since early 2022. This hiatus is anticipated to end in late 2024, with exploration
and appraisal drilling programs scheduled by TotalEnergies, Galp Energia, Chevron and Rhino
Resources/Azule Energy.
PEL 87
3
Review of Operations
Notable successes within the Orange Basin during the reporting period have been as follows:
Galp Energia's giant oil discovery at Mopane
During the reporting period Galp Energia announced the Mopane-1X and Mopane-2X oil discoveries,
situated approximately 90 kms to the south of PEL 87. Mopane-1X is reported to have encountered two
significant columns of oil in high quality sandstone reservoirs (referred to as AVO-1 & AVO-2,
respectively) and to have achieved a maximum, constrained flow rate on test of 14,000 bopd. Galp
Energia report that wireline data analysis indicates good reservoir porosities with high pressure and high
permeability in large hydrocarbon columns. Oil sampling confirms very low oil viscosity, minimal CO2 and
no H2S. The upper sands have been reported by Namibian state oil company NAMCOR to be Cenomanian-
Turonian in age (Upper Cretaceous), however the precise age of the sandstone reservoir containing the
deeper column (AVO-2) is not publicly available at this time.
Figure 2: PEL 87 and Neighbouring Permits & Discoveries
Prior to production testing Mopane-1X Galp Energia drilled Mopane-2X, confirming a second discovery
in March 2024. Galp Energia report that significant light oil columns were discovered in high-quality
reservoir sands across three exploration and appraisal targets, AVO-1, AVO-3 and a deeper target.
Importantly the AVO-1 level was found to be in pressure communication with the Mopane-1X discovery
well (8 km to the east), thus confirming its lateral extension.
Saturn
Moosehead‐1
Venus
PEL 87
PEL 56
PEL 39
PEL 90
PEL 83
TotalEnergies Shell
GALP
Chevron
PCL
Graff
Jonker
Mopane
Mangetti
Kudu
Enigma
Rhino Resources
PEL 85
4
Review of Operations
Galp Energia advise that the results achieved thus far position Mopane as an important commercial
discovery, with the Mopane complex alone holding an estimated 10 billion barrels of oil equivalent in-
place. Pancontinental regards the Mopane discovery as being an extremely positive indicator for PEL 87
prospectivity, as it is believed to reside in a similar, intra-slope setting to PEL 87, with reservoir
formations of comparable age and sharing the same oil source formation (Kudu Oil Shale).
Having fully funded the Mopane-1X and Mopane-2X wells, Galp Energia is reportedly seeking to divest
approximately half of its participating interest in the PEL 83 project, with numerous majors reportedly
interested. In the meantime, Galp Energia is preparing to resume drilling within the permit, with a four
well exploration and appraisal campaign scheduled to commence late 2024.
TotalEnergies success at Venus and Mangetti discoveries
During the reporting period TotalEnergies successfully appraised its Venus oil discovery with its Venus-
1A well. Venus-1A was drilled some 13kms north of the Venus-1X discovery well, and subsequently a
successful production test was completed. A second appraisal well was completed at Venus-2A, with the
field estimated to host some 5 Billion barrels of oil in place. Following on from the successful Venus
appraisal program TotalEnergies reported a second major discovery, at Mangetti-1X, confirming the
presence of oil in two columns (one of which is thought to be a northerly extension of Venus). The
Mangetti discovery has been reported as potentially one third the size of the Venus discovery, which
would represent an additional 1.5 billion barrels of in-place resource for the PEL 56 Joint Venture.
TotalEnergies' will shortly resume drilling operations within its acreage by commencing drilling at a newly
announced prospect, Tamboti-1X, believed to be targeting a resource of the order of one billion barrels
of oil.
Shell's completion of multi-discovery drilling program
During the reporting period Shell completed a multi-well drilling program that confirmed four oil and gas
discoveries from five exploration wells, with appraisal wells also completed at Jonker-1A and Jonker-2A.
It is believed that Shell is presently focussed on updating its subsurface interpretation of PEL 39 before
commencing further operational activity.
PEL 87 Project
As announced on 19 January 2024, the Company's application to the Namibian Ministry of Mines and
Energy to extend the PEL 87 permit into the first renewal exploration period, to run from 23 January
2024 to 22 January 2026, was approved with an exemption from the usual 50% relinquishment
obligation at the end of the initial period. This exemption ensures that the full areal extent of PEL 87
(10,970 km2) is preserved, with Pancontinental and partners retaining a very significant footprint of
prime exploration acreage within the Namibian Orange Basin exploration hotspot.
Having acquired the Woodside Energy-funded 6,593 km2 3D seismic in early 2023, and after an
extensive seismic processing program, Pancontinental received the final PEL 87 3D prestack depth
migrated (PSDM) seismic volume from primary processing contractor CGG during January 2024. Since
that time a comprehensive and detailed interpretation of the PEL 87 3D seismic has been ongoing,
including a significant quantitative interpretation (QI) program designed to identify seismic anomalies
that may represent direct hydrocarbon indicators. This QI program includes amplitude vs offset (AVO)
analysis.
Pancontinental's analysis of the data thus far confirms positive indications for the presence of a mature
Kudu Shale oil source formation directly beneath the Saturn Turbidite Complex. The Kudu formation was
encountered within the only exploration well drilled to date within PEL 87; the Moosehead-1X well drilled
in 2013. Moosehead-1X targeted a Barremian-aged carbonate prospect which failed to yield carbonate
reservoirs with sufficiently well-developed porosity. However, Moosehead-1X did intersect the Kudu
Shale which presents as a thick, high quality oil source rock believed to be the primary source for the
giant oil discoveries made by TotalEnergies and Shell on-trend to the south.
5
Review of Operations
At the Moosehead-1X location, analysis of Kudu Shale samples indicated that the source formation was
at an early-mature stage for hydrocarbon generation. Based on Pancontinental's preliminary
interpretation of the final PSDM 3D seismic data, the Kudu formation appears to be at significantly
greater depth than at Moosehead-1X and is therefore likely to be at a greater level of maturity for oil.
Pancontinental's technical team has identified a variety of Cretaceous hydrocarbon plays, from mid-
Early Cretaceous (Barremian) channelised fan sands to early-Late Cretaceous (Cenomanian) channels
and erosional remnants.
Figure 3: PEL 87 Play Concepts and Orange Basin Discoveries.
The plays encompass pure structural, pure stratigraphic and combination structural-stratigraphic
hydrocarbon trapping styles, with seismic "bright" amplitudes and Amplitude vs Offset anomalies in
evidence within a number of exploration leads across the various play types. This includes discrete leads
that have been identified within the Saturn turbidite complex, although prospectivity is not confined to
Saturn alone.
Mopane AVO-1
Venus (basin floor fan)
Kudu Oil Source Fm.
Graff (ponded turbidite sands?)
Jonker
Lesedi
Orange Basin Discoveries
PEL 87 Play Concepts
Barremian/Aptian channelised fan sands
Aptian turbidite channels & lobes (Saturn)
Mid-Aptian channel/levee complexes
Cenomanian channels
Cenomanian erosional remnants
Albian channel systems
6
Review of Operations
Figure 4: PEL 87 Cretaceous Play Concepts
AVO analysis is regarded by Pancontinental as a likely key determinant for ranking of exploration leads
and upgrading of leads to prospect status and involves comparison of seismic amplitude at a particular
subsurface location between near offsets and far offsets. Typically, seismic amplitude decreases with
increased offset due to geometrical spreading, attenuation, and other factors. With an AVO anomaly,
seismic amplitude decreases at a reduced rate relative to surrounding reflective events. While rarely
definitive, an AVO anomaly can be an indicator of the presence of hydrocarbons within porous reservoir
formations, as appears to be the case with the Venus and Mopane discoveries (based on publicly
available information).
The current inhouse technical work is focused on maturing the interpretation of key sequences within
the Cretaceous petroleum systems that host on-trend discoveries. Pancontinental's current priorities in
this regard are the intra-Saturn AVO anomalies and the Barremian/Aptian channelised fan play. The
Company commissioned an independent specialist consultancy to undertake an AVO study, which
incorporates seismic data conditioning and rock physics modelling to generate predicted seismic
responses for comparison to the real-life seismic signature. Based on early results further iterations
have been initiated and the AVO work remains in progress at the time of writing. Below is an example
of one of the intra-Saturn leads that exhibits an AVO effect, with anomalous amplitudes evident on the
ultra-far seismic offset data. In parallel with the AVO study, further interpretation work is required to
determine the precise depositional nature of this, and other, features within the Saturn complex.
Figure 5: North-South 3D PSDM ultra-far offsets seismic line through Saturn complex
1
2
3
3
3
4
3
5
6
7
A
A’
Mass Transport Complex
8
Composite PSDM Seismic Line A-A’
PEL 87 Cretaceous Play Concepts
Saturn
Saturn
Saturn Core
Area
Full Areal
Extent
A
A’
1.
Albian channel systems
2.
Aptian turbidite lobes
3.
Cenomanian channels
4.
Cenomanian erosional remnants
5.
Mid-Aptian channel/levee complexes
6.
Saturn turbidites (Aptian)
7.
Four-way structural closures
8.
Barrem/Aptian Type II channelised fan sands
Intra‐Saturn AVO anomaly
N
S
7
Review of Operations
The Barremian/Aptian channelised fan play is regarded by the Company's technical team as a possible
analogue to the on-trend Venus oil discovery. The image below displays a 3D perspective of the Top
Aptian horizon (in depth) with ultra-far offset amplitudes overlain. The "bright" amplitudes clearly
indicate the presence of deepwater feeder channels running due westwards into what are interpreted
by Pancontinental as deepwater turbidite fan systems, one of which appears to be detached from the
feeder system. These are located to the north of the structural high around the Moosehead-1X well, and
east of the outboard regional high. These features are thought likely to host good quality reservoir sands,
of comparable age to those that host TotalEnergies' giant Venus discovery.
Figure 6: Barremian/Aptian depth horizon with overlain ultra-far offset amplitude
In parallel with the AVO study, now that key regional geological horizons have been mapped and are
available, the Company is undertaking a basin modelling study, the aim of which is delineate
hydrocarbon source kitchens and hydrocarbon charge mechanisms. While these studies and other
technical work must be completed before individual prospects can be fully characterised, the Company
remains confident in the hydrocarbon potential of PEL 87.
As reported by the Company on 30 April 2024, the long stop date by which Woodside Energy must
exercise its option to farmin to PEL 87 (by committing to drill an exploration well) will be 180 days from
the date upon which the PEL 87 Joint Venture provides to Woodside a license (Seismic License) to hold
ongoing rights to the PEL 87 3D seismic data. Pancontinental is working to finalise the Seismic License
with the Namibian authorities so that the long stop date can be established as soon as possible. In the
meantime, Woodside is undertaking its own technical analysis of the seismic data in parallel with
Pancontinental, and the Company notes that Woodside does have the right to exercise its option at any
time prior to the long stop date (establishment of the Seismic License not being a pre-requisite).
Turbidite fan
system
Interpreted
detached fan
Deepwater
feeder channel
8
Review of Operations
Queensland, Australia
Onshore, Cooper Basin, ATP 920, 924 (Ace Area)
Location:
Cooper Eromanga Basin
Project Size:
ATP 920 - 2,337 km2 ATP 924 - 2,220 km2
JV Partners:
ATP 920 Key Petroleum Limited (Operator) 80.00%
ATP 920 Pancontinental Energy NL
20.00%**
ATP 924* Key Petroleum Limited (Operator) 75.00%
ATP 924* Pancontinental Energy NL
25.00%**
* Ace Area
**earning
During 2019, Australian assets were added to the Company’s exploration portfolio. This was achieved
by the Company farming into the Meeba Project, Onshore Queensland. The Company signed
agreements to acquire two large exploration permits, ATP 920 and ATP 924 (Ace area) in the Cooper
Basin. The agreement was executed with the Operator of the permits Key Petroleum Cooper Basin Pty
Ltd, a wholly owned subsidiary of ASX listed Key Petroleum Limited.
Operator Key Petroleum Limited submitted renewal applications for ATP 920 and ATP 924 which are
awaiting renewal approvals by the Department of Resources.
New Ventures
The Company is continually searching for, and evaluating new ventures that could be pursued to
complement the Company’s existing portfolio of exploration assets.
9
Review of Operations
Corporate
Africa Oil Week
The Africa Oil Week conference was held in Cape Town 9 to 13 October 2023. Pancontinental
representatives attended the conference as well as mandatory PEL 87 meetings. The PEL 87 Joint
Venture participants conducted in-person Operating Committee Meetings and were later joined by the
Ministry of Mines and Energy of Namibia for the Technical Advisory Committee meetings.
General Meeting
A General Meeting of Shareholders was held on 25 July 2023 where all resolutions put to the meeting
were passed on a poll. The resolutions included ratification of shares and options, Director participation
in the March 2023 placement, and issue of incentive options to Directors.
Annual General Meeting
On 27 November 2023, Pancontinental held its Annual General Meeting of shareholders. All resolutions
put to the meeting; the remuneration report, re-election of director and approval of listing rule 7.1A
mandate were passed on a poll.
Results can be found following the below link:
https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02745908-
6A1183059
Annual Report
The Company’s 2023 annual report was lodged during the reporting period. A copy of the report can
be found following the below link:
https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02730983-
6A1176676
Windhoek Visit
During April 2024, Pancontinental representatives attended joint venture meetings with fellow PEL 87
partners and the Ministry of Mines and Energy.
Pancontinental was also represented at the Namibian International Energy Conference during this time
in Namibia.
Board & Management Changes
Chief Executive Officer Iain Smith was appointed 18 March 2024, following a year of acting as Board
Advisor. Mr Smith’s remuneration package was announced which included a salary of $200,000 and
the award of 40,000,000 incentive share options (refer to announcement of 18 March 2024 for details).
Coincident with Iain's appointment, director Barry Rushworth elected to reduce his executive
responsibilities to the Company and now acts as Non-Executive Director.
Change of Share Registry Details
As of Monday, 4 March 2024, the provider of shareholder registry services for the Company changed
from Advanced Share Registry Limited to Automic Pty Ltd. The new Share Registry contact details are
as follows:
Automic
Level 5, 126 Phillip Street
Sydney NSW 2000
GPO Box 5193
Sydney NSW 2001
10
Review of Operations
Change of Registered Office & Address
As announced on 2 April 2024, Pancontinental changed its registered office and principal place of
business to the following address:
Office address
45 Ventnor Avenue
West Perth
WA 6005
Mailing address
PO Box 1154
West Perth
WA 6872
Telephone: (08) 6363 7090
Fax: (08) 6363 7099
Liquidity and Funding
During the financial year, Pancontinental raised $40,000 from the issue of 4,000,000 ordinary shares
to Directors upon approval by Shareholders in General Meeting.
In addition, the Company received:
$24,000 from the conversion of 2,000,000 listed options at $0.012 to ordinary shares;
$87,000 from the conversion of 7,250,000 listed options at $0.012 to ordinary shares;
$600,000 from the conversion of 50,000,000 listed options at $0.012 to ordinary shares; and
$2,400 from the conversion of 200,000 listed options at $0.012 to ordinary shares.
Climate Change
Pancontinental is mindful of the developing and continued interest of stakeholders in climate change
issues. Climate risk has evolved to become an important consideration in investment and corporate
strategic decisions. It is now widely recognised as a critical risk to business, industry and capital
markets. So much so, that the guidance recommends that listed companies consider disclosing climate
change risk separately to other general risk categories, which is what Pancontinental has adopted
(please see Directors’ Report for detailed discussion on risk and climate change).
The G20 Financial Stability Board established the Task Force on Climate-related Financial Disclosures
(“TCFD”) which is an industry-led task force that has published recommendations for financial report
preparers to assist in providing investors the most relevant climate change disclosures. The Company
has utilised the publication as well as other recommended publications as a guide in providing our
stakeholders with the appropriate information in this regard which can be found in the Directors’ Report.
11
Directors’ Report
The Directors of Pancontinental Energy NL (“Pancontinental” or the “Company”) submit their report for the year
ended 30 June 2024.
DIRECTORS
The names and details of the company's Directors in office during the financial year and until the date of this
report are as follows. Directors were in office for this entire period unless otherwise stated.
Names, qualifications, experience and special responsibilities
Ernest Anthony Myers CPA (Executive Chairman)
Mr Myers, an Accountant by profession, has held senior management and executive
roles within a number of ASX listed companies. During his career he has been
instrumental in the capital raisings and financial management of these companies. He
has played a key role in managing the Group’s African portfolio. Mr Myers joined
Pancontinental in March 2004, was appointed Executive Director in January 2009,
Chief Executive Officer in November 2018 and Executive Chairman in December 2022.
Mr Myers was also Non-Executive Chairman of Norwest Energy NL from November
2018 until its takeover by Mineral Resources Limited during the 2023 financial year.
Roy Barry Rushworth, BSc (Non-Executive Director)
Mr Rushworth is a Geologist who brings extensive experience in petroleum exploration
to the Company. Commencing with positions in exploration operations, his career then
extended to the role of Chief Geologist and Exploration Manager for an Australian
listed company. A number of oil and gas discoveries were made by the Company
during that time. More recently, Mr Rushworth has been responsible for identifying,
negotiating and acquiring international new venture opportunities in Malta, Kenya,
Morocco and Namibia and the farm out of the projects to major companies.
Mr Rushworth has been a Director of Pancontinental since August 2005.
Vesna Petrovic, BComm, CPA (Executive Director & Company Secretary)
Ms Petrovic is an Accountant who holds a Bachelor of Commerce, Major in Accounting
and Business Law and has completed the Graduate Diploma in Applied Corporate
Governance from the Governance Institute of Australia.
Roles in accounting and finance of numerous publicly listed entities, particularly those
involved in Africa have provided Ms Petrovic a base from which to contribute to the
accounting and governance functions at Pancontinental.
Ms Petrovic was appointed Company Secretary in April 2010, Executive Director in
December 2016, Alternate for Mr Kennedy in July 2017 and reappointed Executive
Director in September 2018.
12
Directors’ Report
DIRECTORS' INTERESTS
The relevant interest of each Director in the shares and options of the Company as at 30 June 2024 is as follows:
Ordinary Shares
Options over
Ordinary Shares
Ernest Anthony Myers
3,900,715
40,500,000
Roy Barry Rushworth
146,335,610
101,000,000
Vesna Petrovic
8,913,043
40,500,000
DIRECTORS' MEETINGS
The numbers of meetings of Directors held during the year and the number of meetings attended by each Director
were as follows:
Directors'
Meetings
Number of meetings held:
3
Number of meetings attended:
Ernest Anthony Myers
3
Roy Barry Rushworth
3
Vesna Petrovic
3
Notes
Due to the size of the Board, communications between the members are very open with discussions regarding
the Company’s affairs discussed weekly either by email or phone so that all members of the Board are aware
of the current state of affairs. The Directors discussed and agreed various matters throughout the financial year
which were resolved by circular resolution.
13
Directors’ Report
CORPORATE INFORMATION
Corporate structure
Pancontinental Energy NL (ACN 003 029 543) is a no liability Company incorporated and domiciled in Australia.
The Company’s registered office is 45 Ventnor Avenue, West Perth WA 6005.
Nature of operations and principal activities
The principal activity during the year of Entities within the Consolidated Entity was exploration for energy
sources.
Business drivers are the key inputs and activities that drive the operational and financial results of a business.
For a Company in the exploration stage, business drivers include the management of working capital and
sensible capital investment decisions as well as technical excellence in sourcing, assessing and providing
guidance for projects which will create value for the Entity and its Shareholders.
There have been no significant changes in the nature of those activities during the year.
Objectives
Objectives of the Group include:
Continue exploration on the Company’s current portfolio of permits;
Extract value from the Company’s asset base;
Seek new ventures suitable for inclusion in the Group’s asset structure;
Manage risks involved in the exploration industry; and
Maintain liquidity.
The Group’s targets and strategies for meeting the above objectives include:
Approve work programmes best suited for exploration success which are within the Company’s financial
capacity;
Consider strategic alliances through joint ventures to minimise risks to the Group;
Focus on cost cutting in all non-essential areas; and
Review appropriate fundraising proposals.
Cents
Earnings per share
Basic earnings per share
(0.03)
Diluted earnings per share
(0.03)
The result from the financial year ended 30 June 2023 was a loss of $1,870,559. The current financial year also
produced a loss of $2,338,436. The Company has always operated on a low cost and overhead model and
continues to work carefully to decrease each and every discretionary and non-essential expenditure item as well
as seeking reductions for essential expenditure.
Employees
The Consolidated Entity had three Directors, one CEO and one employee at 30 June 2024, (2023: three Directors
and one employee). The Consolidated Entity employs the services of specialised consultants where and when
needed.
14
Directors’ Report
OPERATING AND FINANCIAL REVIEW
Projects
Namibia PEL 87 – Offshore [75% interest]
In 2017, Pancontinental alongside its joint venture partners NAMCOR (10%) and Custos Investments (Pty) Ltd
(Custos) (15%) formed the PEL 87 joint venture. Pancontinental holds a substantial 75% interest and is operator
of the project. The licence is located offshore in the Orange Basin over Block 2713, which is 10,970 square
kilometres in size.
Exploration carried out to date has discovered a Turbidite Fan complex of Aptian Age named Saturn. This
structure covers a core area of more than 2,400 square kilometres with an overall area of about 4,000 square
kilometres and holds significant oil potential.
Namibia has been the exploration focus of the Company for over a decade. The technical and management
teams at Pancontinental strongly believe in the prospectivity of the region and over the years have completed
numerous exploration programmes in country.
Offshore Namibia has gained increased industry attention since February 2022 when two major oil discoveries
were announced in the Orange Basin by Total and Shell.
During the previous reporting period, Pancontinental entered into an Option Deed (Deed) with a wholly owned
subsidiary of Woodside Energy Group Ltd (Woodside). Under the terms of the Deed, Pancontinental granted to
Woodside an exclusive option to acquire a 56% participating interest in Petroleum Exploration Licence 87, in
return for Woodside fully funding a 3D seismic survey and paying Pancontinental US$1.5 million. The 3D seismic
survey was originally intended to cover an area of at least 5,000 km2, at an estimated cost of US$35 million,
however the area was subsequently increased by Woodside to approximately 6,872 km2, with no modification
to the commercial terms of the Deed.
In the event that Woodside elects to exercise its option under the Deed, Pancontinental and Woodside will enter
into a Farmout Agreement which will see Pancontinental fully carried for the drilling of an exploration well within
PEL 87. Pancontinental will retain a 20% interest in the project, having entered into an option agreement with
its existing joint venture partner Custos to acquire a 1% interest at an upfront cost of US$1.5 million and an
exercise fee of US$1.0 million. Both the US$1.5 million receivable from Woodside and the US$1.5 million payable
to Custos were settled during the previous reporting period.
After completion of the first exploration well, if the joint venture elects to drill a second well then under the
terms of the Deed Pancontinental has various options, as presented in Figure 1 below.
*Exercisable at any time up to 60 days after the approval of any Development Plan
Figure 1: Pancontinental options under Woodside Option Deed
Shortly after Pancontinental executed the Option Deed with a subsidiary of Woodside (announced 1 March
2023), seismic contractor PGS commenced 3D seismic acquisition and completed the survey on 23 May 2023,
utilising its specialist vessel, the Ramform Titan.
The final survey area of 6,593 km2 covers the core, and peripheral areas of the highly prospective Saturn
Turbidite Complex. The survey took 83 days to complete, utilising the Ramform Titan, two supporting vessels
and a total crew of 90 specialists, plus shore support staff.
15
Directors’ Report
After receipt of the final 3D prestack depth migrated seismic volume from processing contractor CGG in January
2024, comprehensive interpretation of the 6,593 km2 3D seismic dataset commenced. Early interpretation
findings identified a variety of Cretaceous hydrocarbon play concepts, however work is ongoing due to the
significant amount of interpretation and analysis that is required.
The forward work program is focused on detailed seismic interpretation of key geological sequence boundaries
to identify potential reservoir depositional systems and fairways. Quantitative Interpretation of exploration leads
within those fairways will be undertaken, principally being AVO analysis which is regarded by Pancontinental as
a likely key determinant for ranking of exploration leads and upgrading of leads to prospect status.
As reported by the Company on 30 April 2024, the long stop date by which Woodside Energy must exercise its
option to farmin to PEL 87 (by committing to drill an exploration well) will be 180 days from the date upon which
the PEL 87 Joint Venture provides to Woodside a license (Seismic License) to hold ongoing rights to the PEL 87
3D seismic data. Pancontinental and Woodside are working to finalise the Seismic License with the Namibian
authorities so that the long stop date can be established as soon as possible.
In the meantime, Woodside is undertaking its own technical analysis of the seismic data in parallel with
Pancontinental, and the Company notes that Woodside does have the right to exercise its option at any time
prior to the long stop date (establishment of the Seismic License not being a pre-requisite).
As announced on 19 January 2024, the Company's application to the Namibian Ministry of Mines and Energy to
extend the PEL 87 permit into the first renewal exploration period, to run from 23 January 2024 to 22 January
2026, has been approved. The approval was granted with an exemption from the 50% relinquishment obligation
at the end of the initial period. This exemption ensures that the full areal extent of PEL 87 (10,970 km2) is
preserved, with Pancontinental and partners retaining a very significant footprint of prime exploration acreage
within the Namibian Orange Basin exploration hotspot.
Queensland Australia ATP 920 & 924 [20-25% earning interest]
During 2019, Australian assets were added to the Company’s exploration portfolio. This was achieved by the
Company farming into the Meeba Project, Onshore Queensland. The Company signed agreements to acquire
two large exploration permits, ATP 920 and ATP 924 (Ace area) in the Cooper Basin. The agreement was
executed with the Operator of the permits Key Petroleum Cooper Basin Pty Ltd, a wholly owned subsidiary of
ASX listed Key Petroleum Limited.
Operator Key Petroleum Limited submitted renewal applications for ATP 920 and ATP 924 which are awaiting
renewal approvals by the Department of Resources.
Corporate
Africa Oil Week
Representatives of Pancontinental participated in the Africa Oil Week conference, held in Cape Town 9 to 13
October 2023. While in Cape Town the PEL 87 Joint Venture participants conducted in-person Operating
Committee and Technical Advisory Committee meetings with Joint Venture Partners and the Ministry of Mines
and Energy of Namibia.
General Meeting
A General Meeting of Shareholders was held on 25 July 2023. The resolutions covered ratification of shares and
options, Director participation in the March 2023 placement, and issue of incentive options to Directors. All
resolutions put to the meeting were passed on a poll.
Annual General Meeting
Pancontinental’s Annual General Meeting of shareholders was held on 27 November 2023. All resolutions put to
the meeting; the remuneration report, re-election of director and approval of listing rule 7.1A mandate were
passed on a poll.
Results can be found following the below link:
https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02745908-6A1183059
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Directors’ Report
Annual Report
The Company’s 2023 annual report was lodged during the reporting period. A copy of the report can be found
following the below link:
https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02730983-6A1176676
Windhoek Visit
Representatives of Pancontinental visited Windhoek, Namibia, during the week commencing 22 April 2024 to
meet with joint venture partners, the Ministry of Mines & Energy, and to attend the Namibian International
Energy Conference.
Board & Management Changes
During the March 2024 quarter, Pancontinental appointed Advisor to the Board, Mr Iain Smith, as Chief Executive
Officer effective from 18 March 2024. A key component of his remuneration package was the award of
40,000,000 incentive share options (refer to announcement of 18 March 2024 for details). Coincident with Iain's
appointment, director Barry Rushworth elected to reduce his executive responsibilities to the Company and now
acts as Non-Executive Director.
Change of Share Registry Details
As of Monday, 4 March 2024, the provider of shareholder registry services for the Company changed from
Advanced Share Registry Limited to Automic Pty Ltd. The new Share Registry contact details are as follows:
Automic
Level 5, 126 Phillip Street
Sydney NSW 2000
GPO Box 5193
Sydney NSW 2001
Change of Registered Office & Address
As announced on 2 April 2024, Pancontinental changed its registered office and principal place of business to
the following address:
Office address
45 Ventnor Avenue
West Perth
WA 6005
Mailing address
PO Box 1154
West Perth
WA 6872
Telephone: (08) 6363 7090
Fax: (08) 6363 7099
Liquidity and Funding
During the financial year, Pancontinental raised $40,000 from the issue of 4,000,000 ordinary shares to
Directors upon approval by Shareholders in General Meeting.
In addition, the Company received:
$24,000 from the conversion of 2,000,000 listed options at $0.012 to ordinary shares;
$87,000 from the conversion of 7,250,000 listed options at $0.012 to ordinary shares;
$600,000 from the conversion of 50,000,000 listed options at $0.012 to ordinary shares; and
$2,400 from the conversion of 200,000 listed options at $0.012 to ordinary shares.
New Ventures
The Company is continually searching for, and evaluating new ventures that could be pursued to complement
the Company’s existing portfolio of exploration assets.
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Directors’ Report
Group Overview
Pancontinental Energy NL was incorporated in 1985 and listed on the Australian Securities Exchange in 1986.
The Pancontinental Group is comprised of the Parent Company along with three subsidiary companies.
Dynamics of the Business
The Company is continually working on development of its existing projects and evaluates emerging
opportunities as they become available. While the Company’s main focus has been in Africa, the technical team
is open to jurisdictions outside of Africa if they are compatible with the strengths of the team at Pancontinental.
Performance Indicators
The Board closely monitors and discusses the Group’s operating plans, financial budget and overall performance
as well as the Company’s share price on a regular basis.
The underlying drivers which contribute to the Company’s performance and that can be managed internally
include a disciplined approach to reducing the Group’s non-essential costs and allocating funds to those areas
which will add shareholder value. The Company’s share price is used as a performance indicator however, the
share price is not entirely indicative of a Company’s performance and can be influenced by factors outside the
control of Management and the Board such as market conditions.
Operating Results for the Year
Summarised operating results are as follows:
2024
Revenues
$
Results
$
Non-segment and unallocated revenues and results
54,250
(2,338,436)
Consolidated Entity revenues and results from ordinary activities before
income tax expense
54,250
(2,338,436)
This financial years’ result is a loss of $2,338,436. Management has worked carefully to reduce all costs where
possible. For essential items crucial to running the business, reductions have been sought. Non-essential and
discretionary expenditure has been reduced as much as possible. There are 3 Directors, a CEO and one Employee
who carry out the day-to-day operations of the Company. Specialist consultants are engaged when required.
Shareholder Returns
The Group is in the exploration phase and so returns to Shareholders are primarily measured through capital
growth.
2024
2023
2022
2021
2020
Profit /(Loss) attributable to
owners of the Company
(2,338,436) (1,870,559)
(823,179)
(788,165)
(4,463,850)
Basic earnings per share
(cents)
(0.03)
(0.02)
(0.01)
(0.01)
(0.08)
Share price
$0.022
$0.012
$0.001
$0.001
$0.001
Net Loss amounts have been calculated in accordance with Australian Accounting Standards.
18
Directors’ Report
Risk Management
Risk management at Pancontinental begins with the Board who delegate authority throughout the organisation.
The Board monitors, identifies, analyses and responds to any risks that will impact the Company in realising its
strategic direction as well as potential risks that are perhaps not expected, but could cause a disruption.
Risk management is a day-to-day part of the business which is considered in all decision making. Project
management, financial planning, corporate actions, strategic partnerships, conducting business abroad and the
like. The process of identifying and analysing risk factors includes both quantitative and qualitative factors. The
Board is responsible for ensuring that risks and opportunities are identified on a timely basis and that the
Group's objectives and activities are able to continue without disturbance.
The Group believes that it is crucial for all Board members to be a part of this process and as such the Board
has not established a separate Risk Management Committee. The Board has identified business risks specific to
Pancontinental and the industry it operates in. These include:
Operating Risks
Health and Safety – The safety and health of the people at Pancontinental is paramount. The physical
and mental wellbeing of its Directors and Employees is crucial to the Company achieving success. For
example, during the COVID-19 pandemic, the Company protected its workers while continuing business
operations by adhering to recommended guidelines to prevent the spread of the virus including
restricted travel, alternative office access options, provision of hygiene consumables and social
distancing.
Joint Venture Operators - Currently some of Pancontinental’s assets are managed by Joint Venture
Operators who are responsible for the day-to-day operation of the permits. As such, regular review of
Joint Venture activities is crucial in safeguarding the assets of the Company.
Foreign Jurisdictions - Conducting business in foreign jurisdictions carries with it a risk of change in
business, legal, tax, accounting, political, environmental and technical practices which may have a
material effect on the Company.
Loss of Key Data – Pancontinental has a tried and tested backup system of all its data. The Company is
confident that no unauthorised access could compromise key data. However, there is still a level of risk
involved due to cyber-attacks or outages. If there was a violation it could cause serious business
interruption such as loss of data, damage to the data system and privacy breaches. In recent years, the
Company moved to a cloud-based system which provides for ease of remote access for Staff and faster
recovery in the event of an attack or outage.
Financial Risks
Access to Funding – In the past, Pancontinental has funded its operations by several means; funds
received from the divestment of project areas, investment partner expenditure on the Company’s behalf
(carried expenditure) and equity markets. Volatility in capital markets or the exploration industry could
limit the Company’s access to future funding. The Company continues to seek partnering opportunities
such as those negotiated in the past which have allowed the Company to participate in multi-million-
dollar exploration programs such as drilling exploration wells in Kenya and Namibia.
Market Prices - Oil and gas price volatility as well as currency fluctuations in Australian and United States
dollars. Commodity prices and foreign exchange rates are subject to global economic forces. Although
the Company is not in production and there is not a material business risk in that regard, the Company’s
operations are affected due to exploration budgets and overall activity in the exploration sector.
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Directors’ Report
Strategic Risks
Climate Change Risk - Certain research has shown that the global climate is changing and may continue
to change. Extreme weather events such as flooding and drought are thought to be increasing in severity
and frequency. As such, this affects the planning and day to day running of businesses and industry.
Pancontinental will consider climate change risk in its everyday business decisions and how it can adapt
to changing conditions believed to be caused by climate change. Governments, regulators, lenders and
investors are becoming more and more interested in how companies are managing the impacts of
climate change. Pancontinental may be impacted by increased regulation and costs associated with
climate change. Climate change risk is discussed in detail in the following section.
Extraordinary Events - Extraordinary events such as the COVID-19 pandemic. The Company may be
affected by future events similar to those experienced during the COVID-19 pandemic which affected
lives and businesses worldwide. The Company must be prepared to again act quickly should a similar
situation arise.
Regulatory Change – Pancontinental’s operations and finances may be affected by a change to
government policy, regulations or legislation. Unexpected changes may impact longer term projects and
their viability to provide returns for shareholders.
Social Risks – Social exposures may include diversity and inclusion and health and safety. Pancontinental
has consistently exceeded the industry average for diversity.
The Group has advised each Director, Employee and Consultant that they must comply with a set of ethical
standards maintaining appropriate core Company values and objectives. Such standards ensure shareholder
value is delivered and maintained. Standards cover legal compliance, conflict resolution, privileged information
and fair dealing.
The Board provides Shareholders with information using a Continuous Disclosure Policy which includes
identifying matters which have a material effect on the underlying security price. ASX announcements, the web
page of the Company and other media resources are used to convey such information. The Board encourages
full participation by Shareholders at the Annual General Meeting and Shareholders are requested to vote on
Board and Executive remuneration aggregates, as well as Employee Incentive Schemes. All resolutions put to
a meeting are voted on by a poll.
The Company’s Board prevents the occurrence of risks by undertaking regular reviews of the Group’s business
practices to identify potential risks. Techniques used for identifying risks include:
Evaluating each function of the business and identifying anything that could have a negative impact on
the Group’s operations;
Reviewing records to identify previous issues that could have a current impact;
Considering any external risks that could affect the Group; and
Consulting with Employees and independent contractors as well as auditors to identify risks and in turn
implement risk prevention measures.
Once potential risks have been identified, managing risks involves developing cost effective options on how to
best to deal with the risks. Risks can be:
Avoided – by changing business processes or equipment to achieve a similar outcome with less risk;
Reduced - if a risk can’t be avoided the Group can reduce its likelihood and consequence. This could
include Staff training, documenting procedures and policies, complying with legislation, maintaining
equipment, practicing emergency procedures, keeping records safely secured and contingency planning;
Transferred - transfer some or all of the risk to another party through contracting, insurance,
partnerships or joint ventures; and
Accepted – this may be the only option.
The continued monitoring of risk within the Group is directed at evaluating:
The effectiveness and efficiency of operations;
The reliability of financial and management internal processes and reporting; and
Compliance with laws and regulations
to enable the Group to safeguard its assets.
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Directors’ Report
Climate Change
Pancontinental is mindful of the developing and continued interest of stakeholders in climate change issues.
Climate risk has evolved to become an important consideration in investment and corporate strategic decisions.
It is now widely recognised as a critical risk to business, industry and capital markets. So much so, that the
guidance recommends that listed companies consider disclosing climate change risk separately to other general
risk categories, which is what Pancontinental has adopted.
The G20 Financial Stability Board established the Task Force on Climate-related Financial Disclosures (“TCFD”)
which is an industry-led task force that has published recommendations for financial report preparers to assist
in providing investors the most relevant climate change disclosures. The Company has utilised the publication
as a guide in providing our stakeholders with the appropriate information in this regard.
The TCFD structured its recommendations around four thematic areas that represent core elements of how
organisations operate: governance, strategy, risk management and metrics and targets. The four
recommendations are supported by recommended disclosures that build out the framework that will help
investors and others understand how the reporting organisation has assessed climate-related risks and
opportunities.
The voluntary disclosure recommendations issued by the TCFD are specifically designed to help companies
produce information that is useful for investors (among others).
Climate change risk, as defined by the TCFD falls into two main categories; risks related to the transition to a
lower-carbon economy and risks related to the physical impacts of climate change:
1. Transition risks – transitioning to a lower-carbon economy may entail extensive policy, legal, technology
and market changes to address mitigation and adaption requirements related to climate change.
2. Physical risks – physical risks resulting from climate change can be acute or chronic. Acute physical risks
refer to those that are event-driven, including increased severity of extreme weather events, such as cyclones
or floods. Chronic physical risks refer to longer-term shifts in climate patterns.
In addition to risks, climate change can also bring about opportunities. Companies will need to consider that
with any change, opportunities can arise.
Pancontinental will continue to use the recommendations of the TCFD as a reference for climate change related
disclosures which we expect to continue to evolve over the coming years.
Recommended Disclosures
Pancontinental Commentary
Governance
The organisation’s governance around climate-related risks and opportunities.
a) Describe the Board’s oversight of
climate-related risks and opportunities.
The Board considers those matters that would ordinarily be the
responsibility of a Risk Committee as they believe it is crucial
for all Board members to be a part of this process. The Board
assess risks (including climate-related risks) as part of the
ordinary course of business activities such as strategic planning,
promotion, budgets, mergers and acquisitions, strategic
partnerships, legislative changes and conducting business
abroad. Each Board Meeting is used as a platform for the review
and assessment of the Company’s material risk profile,
including climate risk.
b) Describe Management’s role in
assessing and managing climate-related
risks and opportunities.
As above.
Strategy
The actual and potential impacts of climate-related risks and opportunities on the organisation’s businesses,
strategy and financial planning, where such information is material.
a) Describe the climate-related risks and
opportunities the organisation has
identified over the short, medium, and
long term.
1. Transition risks:
• Transition changes may affect regulatory bodies in the
countries Pancontinental holds exploration properties, which
may delay approval of documents, in turn delaying planned
work programmes [Short, medium and long term risk];
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Directors’ Report
• Transitioning to a low carbon economy may bring with it costs
for new technology, training, property, plant and equipment,
additional insurance and general operating costs [Short,
medium and long term risk];
• During the transition phase companies in the industry may
also utilise their capital reserves to invest in low carbon
alternatives, leaving less of a budget for farmins and other asset
deals within the industry [Short, medium and long term risk];
and
• Increased shareholder activism which may divert Company
funds or delay planned project activity. [Short and medium
risk];
2. Physical risks:
• Extreme weather events may affect exploration activities on
the ground with delays having the potential to have a financial
impact on the Company and its operations [Short, medium and
long term risk];
• Damage to property caused by floods or the like may lead to
the early write off of certain assets [Short, medium and long
term risk]; and
• Physical climate change events may have an impact on
staffing levels, both at corporate and operational levels [Short,
medium and long term risk].
3. Opportunities
• Revenue opportunities for the Company may result from the
increased demand for low emissions products and processes
should the Company be able to acquire new technology.
[Medium and long term opportunity];
• A low emissions environment may bring about new and
emerging markets where the Company may be able to source
capital. [Short, medium and long term opportunity].
b) Describe the impact of climate-related
risks and opportunities on the
organisation’s businesses, strategy and
financial planning.
Described in (a) above.
c) Describe the resilience of the
organisation’s strategy, taking into
consideration different climate-related
scenarios, including a 2°C or lower
scenario.
The organisation’s strategy towards climate
change is
appropriate as the Company is in the exploration stage and does
not have any material greenhouse gas emissions and the
climate change risks it has are based on future events that may
or may not occur.
The Company consumes the following limited energy sources:
Electricity in the shared office - the Company does not
have control of the electricity source and whether it can
be replaced with 100% renewable energy due to its
tenant status;
Waste disposal – the shared office produces minimal
waste to be disposed of and with a move towards a
paperless office this form of energy consumption will
decrease even further. The Company does not have
control over the waste recycling due to its tenant
status;
Travel – Since the COVID-19 pandemic the Company
utilises the use of video conferencing more frequently,
reducing the need for travel and associated emissions.
22
Directors’ Report
Should the circumstances of the Company change, so too would
the organisation’s strategy. If the Company were to produce
material greenhouse gases it would then be appropriate for the
Company to implement an annual target for the reduction of
such emissions and report against those annually.
Risk Management
The processes used by the organisation to identify, assess, and manage climate-related risks.
a) Describe the organisation’s processes
for identifying and assessing climate-
related risks.
Refer to the Risk Management section preceding this Climate
Change section of the annual report for a detailed description of
how the Company identifies risk (including climate risk) and the
processes for dealing with the risk.
As climate change is an emerging area, the Directors, as always
have the option of engaging external specialists to assist with
an understanding of definitions, impacts and materiality of the
climate risk issue, should the need arise.
b) Describe the organisation’s processes
for managing climate-related risks.
c) Describe how processes for identifying,
assessing, and managing climate-related
risks
are
integrated
into
the
organisation’s overall risk management.
Metrics and Targets
The metrics and targets used to assess and manage relevant climate-related risks and opportunities.
a) Disclose the metrics used by the
organisation to assess climate-related
risks and opportunities in line with its
strategy and risk management process.
Refer to Strategy part (c).
b) Disclose Scope 1, Scope 2, and, if
appropriate, Scope 3 greenhouse gas
(GHG) emissions, and the related risks.
As the Company is in the exploration stage, the calculation of
emissions data is not relevant.
c) Describe the targets used by the
organisation to manage climate-related
risks and opportunities and performance
against targets.
Refer to Strategy part (c).
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Directors’ Report
Investments for Future Performance
The Board is continually assessing the Company’s assets and considering how it could position itself to execute
its growth strategy which is aimed at enhancing shareholder value while utilising the expertise and experience
of its Board and personnel.
During the previous financial year, Pancontinental announced that its wholly owned subsidiary Pancontinental
Orange Pty Ltd had entered into an Option Deed with Woodside Energy (GOM), Inc, a wholly owned subsidiary
of Woodside Energy Group Ltd whereby Pancontinental granted Woodside an exclusive option to acquire a 56%
Participating Interest in PEL 87, in consideration for Woodside paying for a 3D seismic survey covering an area
of at least 5,000 square kilometres within the area the subject of PEL 87 at an estimated cost of US$ 35 million
and also paying Pancontinental US$1.5 million.
Woodside has a period of at least 180 days after the delivery of the seismic survey data and seismic licence to
exercise that option.
If Woodside exercises the option, then Woodside and Pancontinental have agreed to enter into a farmout
agreement whereby Woodside will carry the existing joint venture during the drilling of the first exploration well
to be drilled on the licence area after the completion of the seismic survey.
To ensure Pancontinental retains at least a 20% interest in the project if Woodside exercises its option,
Pancontinental has, for a consideration of US$1.5 million, entered into an option agreement with Custos
Investments (Pty) Ltd to acquire a 1% interest from Custos by paying Custos a further US$1million. This option
is exercisable by Pancontinental within a similar time period as Woodside’s option. Pancontinental will retain a
20% interest during the drilling of the well.
If the joint venture decides to drill a second well then Pancontinental may:
(i)
retain its 20% interest but must pay its share of well costs;
(ii)
reduce its interest to a 10% Participating Interest and have Woodside carry Pancontinental through the
cost of the second well; or
(iii)
at any time up to 60 days after the approval of any Development Plan, convert its interest to a 1.5%
gross overriding revenue royalty interest.
Upon Woodside’s election to exercise its option, Woodside will pay Pancontinental approximately US$2.5 million,
of which approximately US$1.5 million is reimbursement of a portion of Pancontinental’s past costs.
The Company sees the Option Deed with Woodside as a valuable investment for the future performance of the
Company.
Review of Financial Condition
Capital Structure
The Company’s current capital structure is as follows:
Share Capital
Number of shares
$
Balance at end of financial year
8,131,585,866
119,471,262
Unlisted Options on Issue
Number of options
$
Balance at end of financial year
310,000,000
2,250,000
Listed Options on Issue
Number of options
$
Balance at end of financial year
492,549,998
-
Listed options have no value in the general ledger due to the options being free attaching options.
24
Directors’ Report
Treasury Policy
The Board has not considered it necessary to establish a separate treasury function because of the size and
scope of the Group's activities.
Liquidity and Funding
During the financial year, Pancontinental raised $40,000 from the issue of 4,000,000 ordinary shares to
Directors upon approval by Shareholders in General Meeting.
In addition, the Company received:
$24,000 from the conversion of 2,000,000 listed options at $0.012 to ordinary shares;
$87,000 from the conversion of 7,250,000 listed options at $0.012 to ordinary shares;
$600,000 from the conversion of 50,000,000 listed options at $0.012 to ordinary shares; and
$2,400 from the conversion of 200,000 listed options at $0.012 to ordinary shares.
25
Directors’ Report
SHARE OPTIONS
Unissued shares under unlisted options
As at 30 June 2023, there were 230,000,000 ordinary shares under unlisted options issued to Directors,
Employees, Consultants and Advisors.
In July 2023, the Company granted unlisted options to certain eligible participants of the Company’s Incentives
Awards Plan.
Key terms of the option issues include:
Type of Security
Unquoted options
Type of Award
Each option is exercisable, before its expiry date, into one
fully paid, ordinary share in the Company
Number of Awards Granted
Director Ernest Anthony Myers – 40,000,000
Director Vesna Petrovic – 20,000,000
(approval for the issue of options to directors was granted
at the General Meeting held 25 July 2023)
Exercise Price
$0.0145 per option
Vesting Condition
Remain a director for 3 months from date of grant
Expiry of Options
28 July 2027
In March 2024, the Company granted unlisted options to new CEO Iain Smith.
Key terms of the options are as follows:
Type of Security
Unquoted options
Type of Award
Each option is exercisable, before its expiry date, into one
fully paid, ordinary share in the Company
Number of Awards Granted
CEO Iain Peter Smith – 40,000,000
Exercise Price
$0.035 per option
Vesting Condition
20,000,000 options vest 18 March 2024
20,000,000 options vest 18 September 2024
Expiry of Options
18 March 2028
In June 2024, 20,000,000 unlisted options (PCLAD) were converted into 13,913,043 PCL ordinary shares at a
notional price of $0.007 per share via the cashless exercise facility of the employee Incentive Awards Plan by
Vesna Petrovic.
The above movements resulted in a closing balance for the unissued shares under unlisted options of
310,000,000.
Post year end, Pancontinental issued unlisted options to Salient Corporate Pty Ltd for ongoing consulting
services.
Key terms of the unlisted options are as follows:
Type of Security
Unquoted options.
Each option is exercisable, before its expiry date, into one
fully paid, ordinary share in the Company.
Number
50,000,000
Exercise Price
$0.035 per option
Expiry
12 August 2028
Unissued shares under listed options
In the previous financial year, 549,999,998 listed options exercisable at $0.012 each and with an expiry date
of 8 August 2025 were issued. The options were free attaching options issued under a prospectus to participants
in the two placements which were concluded during the previous financial year. Included in the total are also
100,000,000 broker options which were also issued under the same conditions.
In August 2023, free attaching listed options were issued to Directors who participated in the placements during
the 2023 financial year. Total listed options issued to Directors was 2,000,000.
26
Directors’ Report
In addition, during the financial year, the Company received and processed requests for the conversion of
59,450,000 PCLO listed options into PCL ordinary shares at $0.012.
The above movements resulted in a closing balance for the unissued shares under listed options of 492,549,998.
Shares issued as a result of the exercise of listed options
There were 59,450,000 ordinary shares issued as a result of the exercise of listed options priced at $0.012
during the financial year. The conversion of listed options raised $713,400 for the Company.
SIGNIFICANT CHANGES IN THE STATE OF AFFAIRS
No significant changes in the state of affairs of the Company occurred during the financial year.
SIGNIFICANT EVENTS AFTER THE BALANCE DATE
On 13 August 2024, Pancontinental issued unlisted options to Salient Corporate Pty Ltd for ongoing consulting
services.
Key terms of the unlisted options are as follows:
Type of Security
Unquoted options.
Each option is exercisable, before its expiry date, into one
fully paid, ordinary share in the Company.
Number
50,000,000
Exercise Price
$0.035 per option
Expiry
12 August 2028
Other than the matters discussed above, there has not arisen in the interval between the end of the financial
year and the date of this report any item, transaction or event of a material and unusual nature likely, in the
opinion of Directors of the Company, to affect significantly the operations of the Group, the results of those
operations, or the state of affairs of the Group, in future financial years.
LIKELY DEVELOPMENTS AND EXPECTED RESULTS
The economic Entity expects to maintain the present status and level of operations and hence currently there
are no likely developments in the Entity's operations.
As detailed in the Investments for Future Performance section above, if Woodside exercises the option then
Woodside and Pancontinental have agreed to enter into a farmout agreement whereby Woodside will carry the
existing joint venture during the drilling of the first exploration well to be drilled on the licence area after the
completion of the seismic survey.
ENVIRONMENTAL REGULATION AND PERFORMANCE
Pancontinental is committed to complying with any requirement for environmental management in any
jurisdiction and country that it operates.
Currently some of Pancontinental’s assets are managed by Joint Venture Operators who are responsible for the
day-to-day operations of the permits. As such, regular review of the Joint Venture activities is crucial in
safeguarding the assets of the Company. Technical and financial executives review the work programmes and
budgets in place to ensure compliance with approved documents. Updates on operational activities that are
provided by the Joint Venture partners are reviewed and will include any environmental operational issues if
applicable.
27
Directors’ Report
INDEMNIFICATION AND INSURANCE OF DIRECTORS AND OFFICERS
Since the end of the previous financial year, the Company has paid insurance premiums in respect of Directors'
and Officers' liability and legal expenses insurance contracts. The Directors have not included details of the
nature of the liabilities covered or the amount of the premium paid in respect of the Directors and Officers and
legal expenses insurance contracts as such disclosure is prohibited under the terms of the contract. The
premiums were paid in respect of the following Officers of the Company and its Controlled Entities:
EA Myers, RB Rushworth, V Petrovic and IP Smith.
NON-AUDIT SERVICES
During the year, the Company’s auditors performed certain other services in addition to the audit and review of
the financial statements. The Board has considered the non-audit services provided during the year by the
auditor and is satisfied that the provision of those non-audit services during the year by the auditor is compatible
with, and did not compromise, the auditor independence requirements of the Corporations Act 2001 for the
following reasons:
All non-audit services were subject to the Corporate Governance procedures adopted by the Group; and
The non-audit services provided do not undermine the general principles relating to auditor
independence as set out in APES 110 Code of Ethics for Professional Accountants, as they did not involve
reviewing or auditing the auditor’s own work, acting in a management or decision-making capacity for
the Group, acting as an advocate for the Group or jointly sharing risks and rewards.
Details of the amounts paid to the auditor of the Group is set out below:
Amounts received or due and receivable by In.Corp Audit & Assurance Pty Ltd (formerly Rothsay Audit &
Assurance Pty Ltd) for:
an audit or review of the Financial Report of the Entity and any other Entity
in the Consolidated Entity
41,000
40,500
tax compliance services in relation to the Entity and any other Entity in the
Consolidated Entity
11,025
16,900
52,025
57,400
28
Directors’ Report
REMUNERATION REPORT (Audited)
This report outlines the remuneration arrangements in place for Directors and Executives of Pancontinental
Energy NL (“the Company”).
Remuneration philosophy
A description of the remuneration structures in place are as follows:
The Non-Executive Directors receive a fixed fee for their services. If additional duties are performed by the Non-
Executive Directors they are remunerated at market rates. The Chief Executive Officer receives a fixed fee for
his respective executive services. Executive Directors are paid a salary. Directors do not receive any termination
or retirement benefits.
Remuneration Committee
The full Board carries out the role of the Remuneration Committee.
Remuneration structure
In accordance with best practice corporate governance, the structure of Non-Executive and Executive
remuneration is separate and distinct.
Non-Executive Director remuneration
Objective
The Board seeks to set aggregate remuneration at a level which provides the Company with the ability to attract
and retain Directors of the highest calibre, whilst incurring a cost which is acceptable to Shareholders.
Structure
The Constitution and the ASX Listing Rules specify that the aggregate fees of Non-Executive Directors shall be
determined from time to time by a general meeting. An amount not exceeding the amount determined is then
divided between the Directors as agreed. The latest determination was at the Annual General Meeting held on
29 November 2007 when Shareholders approved an aggregate remuneration of $400,000 per year. The amount
of aggregate remuneration sought to be approved by Shareholders and the manner in which it is apportioned
amongst Directors is reviewed annually. The Board considers advice from external sources as well as the fees
paid to Non-Executive Directors of comparable companies when undertaking reviews. The Non-Executive
Directors of the Company can participate in Employee Option Incentive Schemes with Shareholder approval.
The remuneration of Executive and Non-Executive Directors for the year ended 30 June 2024 is detailed in Table
1 of this report.
Executive Director and Management remuneration
Objective
The Board seeks to set aggregate remuneration at a level which provides the Company with the ability to attract
and retain Executives of the highest calibre, whilst incurring a cost which is acceptable to Shareholders.
Structure
In determining the level and make up of Executive remuneration, the Board may take independent advice from
external sources when necessary.
During the financial year, Mr Iain Smith was appointed as Chief Executive Officer, effective 18 March 2024. Mr
Smith has provided advisory services to the Board since May 2023.
Details of Mr Smith’s appointment are as follows:
Date of Commencement
18 March 2024
Term and Termination
No fixed term. One month's notice from either party
Fixed Annual Remuneration
$200,000 inclusive of superannuation
Long Term Incentive Plan
40,000,000 incentive share options with exercise price equal to
3.5 cents per share. Options to vest as per schedule provided
below, subject to continuation of employment.
20,000,000 options to vest on 18 September 2024.
20,000,000 options to vest on 18 March 2024.
The Board regularly reviews compensation levels to take into account market-related factors such as cost of
living changes, any change to the scope of the role performed and any other relevant factors of influence.
29
Directors’ Report
Fixed remuneration
Objective
The level of fixed Directors’ fees is set so as to provide a base level which is both appropriate to the position
and is competitive in the market.
Structure
Fixed primary remuneration is paid on a cash basis and there are no fringe benefits or other costs incurred by
the Company.
Table 1: Director and management remuneration for the year ended 30 June 2024
Primary
benefits
Equity
Super-
annuation
Total
Value of
options as
proportion
of Revenue
Salary &
Fees
Options
(Issued)
Henry David Kennedy
(Non-Executive Chairman – retired December 2022)
2024
-
-
-
-
-
2023
10,417
80,000
-
90,417
110.4%
Ernest Anthony Myers
(Executive Chairman – from December 2022)
(Executive Director, CEO – to December 2022)
2024
120,000
600,000
13,200
733,200
1,106.0%
2023
101,669
-
10,675
112,344
0.0%
Roy Barry Rushworth
(Non-Executive Director – from March 2024 )
(Executive Director, Technical – to March 2024 )
2024
140,000
-
-
140,000
0.0%
2023
183,332
400,000
-
583,332
552.3%
Vesna Petrovic
(Executive Director, Company Secretary)
2024
190,000
300,000
20,900
510,900
553.0%
2023
150,833
160,000
15,838
326,671
220.9%
Iain Peter Smith
(Chief Executive Officer – from March 2024)
2024
57,526
300,000
-
357,526
553.0%
2023
-
-
-
-
0.0%
Total Current Year
Remuneration
507,526 1,200,000
34,100 1,741,626
Table 2: Options granted as part of Director (as approved by Shareholders) and
Management remuneration
2024
Terms & Conditions for
Each Grant
Granted
Number
Issue
Date
Value per
option at
grant
date ($)
Exercise
Price
per
share ($)
First
Exercise
Date
Last
Exercise
Date
Specified Directors and Management
Ernest Anthony Myers
40,000,000
28 Jul 23
0.015
0.0145
28 Oct 23
28 Jul 27
Vesna Petrovic
20,000,000
28 Jul 23
0.015
0.0145
28 Oct 23
28 Jul 27
Iain Peter Smith
40,000,000 18 Mar 24
0.015
0.035
18 Mar 24
18 Mar 28
Total
100,000,000
30
Directors’ Report
Over the past five years options granted as part of Director and Management remuneration have been valued
using an appropriate option pricing model, in which the option exercise price, the current level and volatility of
the underlying share price, the risk-free interest rate, expected dividends on the underlying shares, the current
market price of the underlying shares and the expected life of the options are taken into account. See following
table for further details.
Fair values of options:
The fair value of each option is estimated on the date of grant using an appropriate option pricing model.
2024
2023
2022
2021
2020
Expected volatility
120%
120%
-
-
-
Risk-free interest rate
3.8 to 3.9%
3.63%
-
-
-
Expected life of option
4 years
4 years
-
-
-
Total number of unlisted options at 30 June 2024:
Number of options
Issue
Date
Vesting
Date
Expiry
Date
Exercise
Price
Weighted
Average Fair
Value
PCLAD 140,000,000
30 Dec 22
30 Mar 23
30 Dec 26
$0.007
$0.004
PCLAE 70,000,000
30 May 23
30 Aug 23
29 May 27
$0.016
$0.007
PCLAF 60,000,000
28 Jul 23
28 Oct 23
28 Jul 27
$0.0145
$0.015
PCLAA 40,000,000
18 Mar 24
18 Mar/Sep 24
18 Mar 28
$0.035
$0.015
2023
Terms & Conditions for
Each Grant
Granted
Number
Issue
Date
Value per
option at
grant
date ($)
Exercise
Price
per
share ($)
First
Exercise
Date
Last
Exercise
Date
Specified Directors
Henry David Kennedy
20,000,000 30 Dec 22
0.004
0.007
30 Mar 22
29 Dec 26
Roy Barry Rushworth
100,000,000 30 Dec 22
0.004
0.007
30 Mar 22
29 Dec 26
Vesna Petrovic
40,000,000 30 Dec 22
0.004
0.007
30 Mar 22
29 Dec 26
Total
160,000,000
Table 3 : Shareholdings of Specified Directors and Management
2024
Ordinary Shares held in
Pancontinental Energy NL
Balance
1 July 2023
Acquisitions
/Conversions
/Opening
Balance
Disposals
Balance
30 June 2024
Specified Directors
and Management
Ernest Anthony Myers
2,900,715
1,000,000
-
3,900,715
Roy Barry Rushworth
144,335,610
2,000,000
-
146,335,610
Vesna Petrovic
-
14,913,043
(6,000,000)
8,913,043
Iain Peter Smith
-
5,000,000
-
5,000,000
Total
147,236,325
22,913,043
(6,000,000)
164,149,368
31
Directors’ Report
*HD Kennedy resigned December 2022
*IP Smith was issued 40,000,000 options on 15 May 2023 in his role as Board Advisor before being appointed as CEO on 18
March 2024
* IP Smith held 2,500,000 listed options prior to his appointment as CEO on 18 March 2024
2023
The Directors for the 2023 financial year did not hold any listed options.
2023
Ordinary Shares held in
Pancontinental Energy NL
Balance
1 July 2022
Acquisitions
(Disposals)
Balance on
Resignation
Balance
30 June 2023
Specified Directors
Henry David Kennedy
643,824,491
15,000,000
(658,824,491)*
-
Ernest Anthony Myers
2,900,715
-
-
2,900,715
Roy Barry Rushworth
144,335,610
-
-
144,335,610
Total
791,060,816
15,000,000
(658,824,491)
147,236,325
Table 4 : Movement in Unlisted Option holdings of specified Directors and Management
2024
Balance at
beginning of
period
Granted as
Remuneration
Options
(Exercised)/
(Expired)
Opening
Balance
/Net Change
Other
Balance at end
of period
1 July 2023
30 June 2024
Specified Directors
Ernest Anthony Myers
-
40,000,000
-
-
40,000,000
Roy Barry Rushworth
100,000,000
-
-
-
100,000,000
Vesna Petrovic
40,000,000
20,000,000
(20,000,000)
-
40,000,000
Iain Peter Smith
-
40,000,000
-
40,000,000*
80,000,000
Total
140,000,000
100,000,000
(20,000,000)
40,000,000
260,000,000
2023
Balance at
beginning of
period
Granted as
Remuneration
Options
(Exercised)/
(Expired)
Balance on
Resignation
Balance at end
of period
1 July 2022
30 June 2023
Specified Directors
Henry David Kennedy
-
20,000,000
-
(20,000,000)
-
Ernest Anthony Myers
-
-
-
-
-
Roy Barry Rushworth
-
100,000,000
-
-
100,000,000
Vesna Petrovic
-
40,000,000
-
-
40,000,000
Total
-
160,000,000
-
(20,000,000)
140,000,000
Table 5 : Movement in Listed Option holdings of specified Directors and Management
2024
Balance at
beginning of
period
Granted as
Remuneration
Options
(Exercised)/
(Expired)
Issued via
Free
Attachment
Balance at
end of period
1 July 2023
30 June 2024
Specified Directors
Ernest Anthony Myers
-
-
-
500,000
500,000
Roy Barry Rushworth
-
-
-
1,000,000
1,000,000
Vesna Petrovic
-
-
-
500,000
500,000
Iain Peter Smith
-
-
-
2,500,000*
2,500,000
Total
-
-
-
4,500,000
4,500,000
32
Directors’ Report
Company Performance
Company performance can be reflected in the movement of the Company's share price over time. As the
Company is in an exploration phase, returns to Shareholders will primarily come through share price
appreciation. The Board’s strategy in achieving this aim is to acquire early-stage projects which can attract
quality joint venture partners.
The Company has developed skills in the acquisition of quality projects and has also built strategic alliances with
other companies to further develop its project portfolio.
Consequences of Performance on Shareholder Wealth
In considering the Group’s performance and benefits for shareholder wealth, the Remuneration Committee have
regard to the following indices in respect of the current financial year and the previous four financial years.
Return on Equity
2024
2023
2022
2021
2020
Share price at 30 June
$0.022
$0.012
$0.001
$0.001
$0.001
Average equity
8,471,677
5,804,849
2,810,771
2,849,192
5,140,416
Net Profit /(Loss)
(2,338,436)
(1,870,559)
(823,179)
(788,165)
(4,463,850)
Return on Equity in %
(27.60)%
(32.22)%
(29.29)%
(27.66)%
(86.84)%
END OF REMUNERATION REPORT
AUDITOR’S INDEPENDENCE DECLARATION
The auditor independence declaration is set out on the following page and reviews part of the Directors’
Report for the year ended 30 June 2024.
Signed in accordance with a resolution of the Directors.
EA Myers
Director
Perth 30 September 2024
33
In.Corp Audit & Assurance Pty Ltd
ABN 14 129 769 151
Level 1
6-10 O’Connell Street
SYDNEY NSW 2000
Suite 11, Level 1
4 Ventnor Avenue
WEST PERTH WA 6005
GPO BOX 542
SYDNEY NSW 2001
T +61 2 8999 1199
E team@incorpadvisory.au
W incorpadvisory.au
To the Directors of Pancontinental Energy NL
As lead auditor of Pancontinental Energy NL for the 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
•
no contraventions of any applicable code of professional conduct in
relation to the audit.
This declaration is in relation to Pancontinental Energy NL and the
entities it controlled during the year.
In.Corp Audit & Assurance Pty Ltd
Volha Romanchik
Partner
Sydney, 30 September 2024
AUDITOR’S INDEPENDENCE DECLARATION UNDER SECTION
307C OF THE CORPORATIONS ACT 2001
Liability limited by a scheme approved under Professional Standards Legislation
34
Corporate Governance Statement
The Company’s 2024 Corporate Governance Statement is presented below and can also be accessed at
http://pancon.com.au/about-us/corporate-governance/. The Statement has been approved by the Board of
Pancontinental Energy NL and is current as at 30 September 2024. The Board does not view the Corporate
Governance Statement as a compliance document but rather as an opportunity to demonstrate that they are
cognisant of the importance of having proper and effective corporate governance arrangements and to
communicate to stakeholders and the broader investment community Pancontinental’s approach to corporate
governance.
Pancontinental’s Corporate Governance Statement outlines the Company’s governance practices throughout
the financial year and the extent of the Company’s compliance, as at 30 June 2024 with the ASX Corporate
Governance Council’s fourth edition of Corporate Governance Principles and Recommendations.
The Company will regularly review its current practices to ensure they evolve with good practice methods
recommended by regulatory bodies while taking into account factors such as the size, nature and activities of
the Company.
Corporate Governance Council Recommendation
followed by
Pancontinental Energy NL Corporate Governance Comments
PRINCIPLE 1 – LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT
1.1
A listed Entity should have and disclose a Board charter setting out:
(a)
the respective roles and responsibilities of its Board and Management; and
(b)
those matters expressly reserved to the Board and those delegated to Management.
Adopted - Pancontinental has adopted a Board Charter which can be found on the Company’s
website at http://pancon.com.au/about-us/corporate-governance/ The Charter outlines the
roles and responsibilities of Board and Management including the responsibilities of not only the
Board as a whole but also the Chairman, Chief Executive Officer and Non-Executive / Independent
Directors.
1.2
A listed Entity should:
(a)
undertake appropriate checks before appointing a Director or Senior Executive or putting
someone forward for election as a Director; and
(b)
provide security holders with all material information in its possession relevant to a decision
on whether or not to elect or re-elect a Director.
Adopted – The Company’s Nomination Committee Charter which has been disclosed on the
Pancontinental website http://pancon.com.au/about-us/corporate-governance/ outlines the role
of the Nomination Committee including the oversight of the Company’s selection and
appointment practices for Directors.
As part of its Corporate Governance Manual, the Company has also adopted a Policy and
Procedure for Selection and (Re)Appointment of Directors which can be found at
http://pancon.com.au/about-us/corporate-governance/ The Policy and Procedure outlines the
process for the evaluation and appointment of new Board members, as well as listing information
that is required to be provided to Shareholders so that they may make an informed decision
regarding the election of a proposed candidate.
The Nomination Committee Charter empowers the Directors to engage external consultants for
background checks on Directors and Executive Staff such as Employment Screening Australia
who are a CrimTrac accredited information agent that adheres to the Australian Standard AS
4811-2006 Employment Screening.
1.3
A listed Entity should have a written agreement with each Director and Senior Executive setting
out the terms of their appointment.
Not Adopted – Mr Myers, Mr Rushworth, Ms Petrovic and Mr Smith do not currently have written
contract agreements.
1.4
The Company Secretary of a listed Entity should be accountable directly to the Board, through
the chair, on all matters to do with the proper functioning of the Board.
35
Corporate Governance Statement
Adopted – The Company Secretary is accountable to the Board through the Chairman on matters
relating to the proper functioning of the Board.
The Company Secretary completes and circulates Board papers, records minutes of the business
discussed at Board Meetings and communicates with the Board on: governance matters,
application of the Company’s Constitution, the ASX Listing Rules and other relevant laws.
1.5
A listed Entity should:
(a)
have and disclose a Diversity Policy;
(b)
through its Board or a Committee of the Board set measurable objectives for achieving
gender diversity in the composition of its Board, Senior Executives and workforce generally;
and
(c)
disclose in relation to each reporting period:
1.
the measurable objectives set for that period to achieve gender diversity;
2.
the Entity’s progress towards achieving those objectives; and
3.
either:
A.
the respective proportions of men and women on the Board, in Senior Executive
positions and across the whole workforce (including how the Entity has defined
“Senior Executive” for these purposes); or
B.
if the Entity is a “relevant employer” under the Workplace Gender Equality Act,
the Entity’s most recent “Gender Equality Indicators”, as defined in and published
under that Act.
Adopted – Pancontinental has formally adopted a Diversity Policy which can be found at
http://pancon.com.au/about-us/corporate-governance/
Diversity – Board Composition
The mix of skills and diversity for which the Company is looking to achieve in membership of the
Board is one that is as diverse as practical given the size and scope of the Company’s operations.
In considering new member appointments, the Board evaluates the candidate’s ability to actively
participate in Board matters by exercising sensible business judgement and committing the time
required to fulfil the role effectively so that the Company can move towards achieving its strategic
goals.
Diversity – Measurable Objectives
The main objectives with regard to diversity include:
The Company’s workforce composition to be as diverse as practicable with an aim to
always achieve higher percentages that the industry average calculated by the Australian
Government’s Workplace Gender Equality Agency;
To provide equal opportunities for all positions within the Group and continue the Group’s
commitment to employment based on merit;
Periodic review of the Group’s workforce structure and assessment of where and how
improvements can be implemented incorporating greater diversity.
The above objectives set by the Company with regard to diversity have been met, as described
below:
Blend of skills – wide range of backgrounds; geology, petroleum exploration, finance and
corporate experience;
Cultural backgrounds – Australian and European;
Gender – both male and female, with the female percentage exceeding industry average
for the year; and
Age – the age range spans 28 years.
Diversity – Annual Reporting
2024
2023
Board – to March 2024
Board & Management – to Jun 2024
Board – to Dec 2022
Board – to Jun 2023
33%
25%
-
-
-
-
25%
33%
36
Corporate Governance Statement
Employees
100%
100%
Total Workforce – to Mar 2024
Total Workforce – to Jun 2024
Total Workforce – to Dec 2022
Total Workforce – to Jun 2023
50%
40%
-
-
-
-
40%
50%
The Australian Government’s Workplace Gender Equality Agency periodically releases statistics
with regard to the gender composition of the Australian workforce by industry. With reference to
its latest data, Pancontinental far exceeds the industry average of 22% of women. The Company
believes that there are benefits to addressing diversity, equity and inclusion.
1.6
A listed Entity should:
a) have and disclose a process for periodically evaluating the performance of the Board, its
Committees and individual Directors; and
b) disclose, for each reporting period whether a performance evaluation has been
undertaken in accordance with that process during or in respect of that period.
Adopted – The Company’s website includes a policy with regard to the Process for Performance
Evaluation which can be found at http://pancon.com.au/about-us/corporate-governance/
During the reporting period a formal evaluation of the Board and its members was not carried
out however the composition of the Board, its suitability to carry out the Company’s objectives
and remuneration levels are reviewed on an as required basis.
1.7
A listed Entity should:
a) have and disclose a process for evaluating the performance of its Senior Executives at
least once every reporting period; and
b) disclose for each reporting period whether a performance evaluation has been undertaken
in accordance with that process during or in respect of that period.
Adopted – The Company’s website includes a policy with regard to the process for performance
evaluation which can be found at http://pancon.com.au/about-us/corporate-governance/
With regard to the current financial reporting period, Mr Iain Smith was appointed CEO on 18
March 2024 and a formal evaluation was not carried out between his appointment date and the
end of the reporting period.
PRINCIPLE 2 - STRUCTURE THE BOARD TO BE EFFECTIVE AND ADD VALUE
2.1
The Board of a listed Entity should:
(a) have a Nomination Committee which:
(1) has at least three members, a majority of whom are Independent Directors; and
(2) is chaired by an Independent Director,
and disclose:
(3) the charter of the Committee;
(4) the members of the Committee; and
(5) as at the end of each reporting period, the number of times the Committee met
throughout the period and the individual attendances of the members at those meetings;
or
(b)
if it does not have a Nomination Committee, disclose that fact and the processes it
employs to address Board succession issues and to ensure that the Board has the appropriate
balance of skills, knowledge, experience, independence and diversity to enable it to discharge its
duties and responsibilities effectively.
Not Adopted – The full Board fulfils the role of the Nomination Committee.
The Board considers those matters that would ordinarily be the responsibility of a Nomination
Committee and no separate meetings were held as the Nomination Committee during the year.
The Board has adopted a Nomination Committee Charter which is disclosed on the Company’s
website at http://pancon.com.au/about-us/corporate-governance/ The Charter as well as the
Company’s Policy and Procedure for Selection and (Re) Appointment of Directors
http://pancon.com.au/about-us/corporate-governance/ and Succession Plan Policy are applied
when convening to discuss Nomination Committee matters.
37
Corporate Governance Statement
In assessing the Company’s diversity objectives, the composition of the Board is considered with
regard to blend of skills, experience, independence and diversity. The Directors consider that the
current Board has the appropriate balance to successfully carry out the duties required of them
as Officers of the Company.
2.2
A listed Entity should have and disclose a Board Skills Matrix setting out the mix of skills and
diversity that the Board currently has or is looking to achieve in its membership.
Adopted – The Board is seeking Directors who collectively have the skills, knowledge and
experience to govern and direct the Company effectively. The below table shows the key skills
and experience the Board as a whole possess.
Board Expertise
Board Experience
Commercial
●
Capital Raisings
●
Compliance
●
Company Promotion
●
Corporate
●
Financial Management
●
Ethics
●
Former Board Experience
●
Exploration
●
International Business
●
Finance
●
Listed Company Management
●
Geology
●
Mergers & Acquisitions
●
Governance
●
Mineral Exploration
●
Risk
●
Mineral Production
●
Strategy
●
Energy Exploration
●
Details of each of the Director’s qualifications are set out in the Directors’ Report. All of the
Directors have substantial industry experience and consider themselves to be financially literate.
Mr Myers and Ms Petrovic are qualified accountants and therefore meet the tests of financial
expertise.
Pancontinental acknowledges that the skills, knowledge and experience required on the Board
will change as the Organisation evolves however under the current circumstances, the mix of
expertise and experience identified above is beneficial in meeting the current challenges faced by
the Group.
2.3
A listed Entity should disclose:
(a)
the names of the Directors considered by the Board to be Independent Directors;
(b)
if a Director has an interest, position or relationship of the type described in Box 2.3 but the
Board is of the opinion that it does not compromise the independence of the Director, the
nature of the interest, position or relationship in question and an explanation of why the
Board is of that opinion; and
(c) the length of service of each Director.
Adopted – see table below.
Director
Position
Tenure
Independent
EA Myers
Executive Chairman
15 years
No – Executive Director
V Petrovic
Executive Director
Company Secretary
6 years
(8 years since initial
appointment)
No - Executive Director
RB Rushworth
Non-Executive Director
19 years
No – Executive Director
In considering the independence of Directors, the Board refers to the criteria for independence
as set out in Box 2.3 of the ASX Corporate Governance Council’s fourth edition of Corporate
Governance Principles and Recommendations. To the extent that it is necessary for the Board to
consider issues of materiality, the Board refers to the thresholds for qualitative and quantitative
38
Corporate Governance Statement
materiality as adopted by the Board and contained in the Board Charter, which is disclosed on
the Company’s website.
Box 2.3’s independence criteria has been applied in the above table and although no Directors
are considered to be independent, the Board believes its current composition is in line with the
long-term interests of Shareholders. The Board also acknowledges the need for independent
judgement on all Board decisions, irrespective of each individual Director’s independence and as
such has implemented a Policy on Independent Professional Advice.
2.4
A majority of the Board of a listed Entity should be Independent Directors.
Not Adopted – No Director is considered to be independent.
The Board acknowledges Recommendation 2.4 in that the majority of the Board of a listed Entity
should be Independent Directors, however the Board is of the belief that each area of expertise
required for a Company of Pancontinental’s size is well represented and that there are long term
benefits to be gained from the current combination of Directors’ skills, experience and expertise.
Although the Board of Directors are able to exercise objective business judgement, a Policy on
Independent Professional Advice has been implemented to assist if required. If a Director
considers it necessary to obtain professional advice to properly discharge the responsibility for
their office as a Director, then the Company will pay reasonable expenses associated with
obtaining such advice.
2.5
The Chair of the Board of a listed Entity should be an Independent Director and, in particular,
should not be the same person as the CEO of the Entity.
Not Adopted – Leadership of the Board rests with the Chairman who oversees its operation
ensuring that it is run effectively. The Board believes Mr Myers’ interests are aligned with the
long-term interests of Shareholders. Given his extensive experience and qualifications, the Board
is of the opinion that Mr Myers is the most appropriate Director to carry out the role of the
Chairman. The Chairman and the CEO are not the same person.
2.6
A listed Entity should have a program for inducting new Directors and for periodically reviewing
whether there is a need for existing Directors to undertake professional development to maintain
the skills and knowledge needed to perform their role as Directors effectively.
Adopted – The Company has devised an Induction Programme for new Directors, Executives and
Employees.
The goal of the Induction Programme is to assist new Directors in participating fully and actively
in Board decision making at the earliest opportunity by providing them with the necessary
Company knowledge as well as information pertaining to the industry within which it operates. A
Directors’ Pack is made available which includes key information on Board Members, Board
Charters, Duties Imposed on Directors of Public Companies, Directors’ Disclosure Obligations,
Declaration of Interest Forms and Overall Responsibility amongst other Policies and Procedures
implemented by the Company.
New Directors are given the opportunity to review the Company’s operations and meet with key
Executives.
Professional development opportunities arise when there are new corporate, legal, tax,
accounting or geological developments within Australia or in overseas countries where the
Company operates. In addition, a number of professional bodies with which the Company is
associated run regular seminars or conferences at which attendance is encouraged.
PRINCIPLE 3 – INSTILL A CULTURE OF ACTING LAWFULLY, ETHICALLY AND RESPONSIBLY
3.1
A listed Entity should articulate and disclose its values.
Adopted – Pancontinental’s values form part of the Code of Conduct which can be found at
http://pancon.com.au/about-us/corporate-governance/
3.2
A listed Entity should:
(a)
have and disclose a code of conduct for its Directors, Senior Executives and Employees; and
(b) ensure that the Board or a Committee of the Board is informed of any material breaches of
that code.
39
Corporate Governance Statement
Adopted – The Company’s Code of Conduct can be found at http://pancon.com.au/about-
us/corporate-governance/
The Company’s Code of Conduct sets out the principles, values and standards which the Board,
Management and Employees of the Company are encouraged to strive towards when dealing with
each other, Shareholders, Stakeholders and the broader community.
The Code of Conduct covers the Company’s core values and beliefs including the following:
Integrity and Honesty
Responsibility to Shareholders
Respect for the Law
Conflicts of Interest
Protection of Assets
Confidential Information
Employment Practices
Responsibility to the Community
Responsibility to the Individual
Obligations Relative to Fair Trading and Dealing
Financial and other Inducements
Compliance with the Code of Conduct
3.3
A listed Entity should:
(a) have and disclose a Whistleblower Policy; and
(b) ensure that the Board or a Committee of the Board is informed of any material incidents
reported under that policy.
Adopted - A Whistleblower Policy forms part of the Company’s Corporate Governance Manual.
The Policy covers the following:
Reporting and Investigating Officers
Reporting Responsibility
No Retaliation
Reporting Violations
Accounting and Auditing Matters
Acting in Good Faith
Confidentiality
Handling of Reported Violations
The Policy was adopted so that any concerns regarding contraventions of the Code of Conduct
could be addressed in a safe and formal manner without fear of reprisal. There were no material
incidents reported under that policy during the reporting period.
3.4
A listed Entity should:
(a)
have and disclose an Anti-Bribery and Corruption policy; and
(b)
ensure that the Board or a Committee of the Board is informed of any material breaches
of that policy.
Adopted – Pancontinental’s Anti-Bribery and Corruption policy forms part of the Code of Conduct
which can be found at http://pancon.com.au/about-us/corporate-governance/
There were no material incidents reported under that policy during the reporting period.
40
Corporate Governance Statement
PRINCIPLE 4 – SAFEGUARD THE INTEGRITY OF CORPORATE REPORTS
4.1
The Board of a listed Entity should:
(a) have an Audit Committee which:
(1) has at least three members, all of whom are Non-Executive Directors and a majority of
whom are Independent Directors; and
(2) is chaired by an Independent Director, who is not the Chair of the Board,
and disclose:
(3) the charter of the Committee;
(4) the relevant qualifications and experience of the members of the Committee; and
(5) in relation to each reporting period, the number of times the Committee met throughout
the period and the individual attendances of the members at those meetings; or
(b) if it does not have an Audit Committee, disclose that fact and the processes it employs that
independently verify and safeguard the integrity of its corporate reporting, including the
processes for the appointment and removal of the external auditor and the rotation of the audit
engagement partner.
Not Adopted – The full Board fulfils the role of the Audit Committee.
The Board considers those matters that would ordinarily be the responsibility of an Audit
Committee and no separate meetings were held as the Audit Committee during the year.
The Board has adopted an Audit Committee Charter which is disclosed on the Company’s website
at http://pancon.com.au/about-us/corporate-governance/ The Charter as well as the Company’s
Procedure
for
the
Selection,
Appointment
and
Rotation
of
External
Auditor
http://pancon.com.au/about-us/corporate-governance/ is applied when convening to discuss
Audit Committee matters.
An External Auditor is appointed to independently verify and safeguard the integrity of the
Company’ corporate reporting, in addition when discussing Audit Committee matters, the Board
reviews annual action points such as:
Review of financial statements
Examine accounting policies and principles
Consider the external audit report and whether it is consistent with the Board’s
information and knowledge
Consider the Company’s internal controls
Assess if the external audit report is adequate for Shareholder needs
Discuss any significant findings with the External Auditor
Confirm the independence of the External Auditor
Ensure that the External Auditor is requested to attend the Annual General Meeting
The Board in conjunction Management’s input, review the suitability of existing audit
arrangements and the scope of the audit on a periodic basis. The Board is responsible for the
appointment of a new external auditor should a vacancy arise, however the appointment must
be ratified by Shareholders at the next Annual General Meeting.
The Board of Directors also review the current circumstances in light of Section 324D (1) and (2)
of the Corporations Act 2001 which stipulates that an individual may not play a significant role in
the audit of a listed Entity for more than five out of seven successive financial years.
4.2
The Board of a listed Entity should, before it approves the Entity’s Financial Statements for a
financial period, receive from its CEO and CFO a declaration that, in their opinion, the financial
records of the Entity have been properly maintained and that the Financial Statements comply
with the appropriate accounting standards and give a true and fair view of the financial position
and performance of the Entity and that the opinion has been formed on the basis of a sound
system of risk management and internal control which is operating effectively.
Adopted – A Directors’ Declaration under Subsection 295(4) of the Corporations Act 2001 is only
made after each person who performs:
a) A Chief Executive Officer function; or
b) A Chief Financial Officer function
in relation to the Company, has given the Directors a declaration whether, in their opinion:
a) The financial records of the Company for the financial year have been properly maintained
in accordance with Section 286 of the Corporations Act 2001;
41
Corporate Governance Statement
b)
The Financial Statements and notes for the financial year comply with the accounting
standards;
c)
The Financial Statements and notes for the financial year give a true and fair view;
d)
The information disclosed in the consolidated entity disclosure statement is true and
correct; and
e)
Any other matters that are prescribed by the regulations in relation to the Financial
Statements and notes for the financial year are satisfied.
In addition, that the opinion has been formed on the basis of a sound system of risk management
and internal controls which is operating effectively.
The declaration is made:
a)
In writing;
b)
Specifying the date the declaration is made;
c)
Specifying the capacity in which the person is making the declaration; and
d)
Signed by the person making the declaration.
4.3
A listed Entity should disclose its process to verify the integrity of any periodic corporate report
it releases to the market that is not audited or reviewed by an external auditor.
Adopted – The Company verifies the integrity of any periodic corporate report it releases to the
market that is not audited or reviewed by an external auditor using the following process:
The report is prepared by a qualified Employee with sufficient expertise in providing
accurate information to the market;
The report is then reviewed by an Executive Staff Member who also reviews auditable
supporting documents which may also include source calculations;
The Company Secretary will also review the documents for accuracy with the ASX Listing
Rules;
Both the report and supporting documentation is forwarded to the entire Board for their
approval;
Once the Board approves the documents, they are lodged with ASX Online.
PRINCIPLE 5 – MAKE TIMELY AND BALANCED DISCLOSURE
5.1
A listed Entity should have and disclose a written policy for complying with its continuous
disclosure obligations under Listing Rule 3.1.
Adopted – A summary of the Company’s Policy on ASX Listing Rule Compliance can be found at
http://pancon.com.au/about-us/corporate-governance/
As a Company listed on the Australian Securities Exchange, Pancontinental is obliged to disclose
certain information under a continuous disclosure regime to keep the market informed of events
and developments as they occur. The Company promotes timely and balanced disclosure of all
material matters concerning the Company. All Investors should have equal and timely access to
material information. The Company has adopted certain procedures to ensure that it complies
with its continuous disclosure obligations and has appointed a Responsible Officer for ensuring
the procedures are complied with.
The Policy sets out details with regards to:
The Responsible Officer
Types of information that need to be disclosed
The concept of timely announcements
Board Notification – informing the Board and ongoing monitoring
Avoiding a false market
Safeguarding confidentiality of corporate information to avoid premature disclosure
Media contact and comment
External communications such as analyst briefings and responses to Shareholder
questions
Reporting
Required actions in the case of non-compliance
Updating compliance procedures
Guide to drafting Company announcements
42
Corporate Governance Statement
5.2
A listed Entity should ensure that its Board receives copies of all material market announcements
promptly after they have been made.
Adopted – The Board receives all announcements, regardless of materiality, before they are
announced to the market. The Board is also notified of the timing of release of all announcements.
5.3
A listed Entity that gives a new and substantive investor or analyst presentation should release
a copy of the presentation materials on the ASX Market Announcements Platform ahead of the
presentation.
Adopted – Pancontinental has always had this recommendation in place even prior to it becoming
part of the Corporate Governance Principles and Recommendations.
PRINCIPLE 6 – RESPECT THE RIGHTS OF SECURITY HOLDERS
6.1
A listed Entity should provide information about itself and its governance to investors via its
website.
Adopted – The Company’s website includes a Corporate Governance landing page which can be
found at http://pancon.com.au/about-us/corporate-governance/
The Corporate Governance page shows an introduction to the Corporate Governance of the
Company by referring to the Corporate Governance Manual adopted, in addition, Investors can
find Board Charters as well as an extract of Policies and Procedures included in the manual.
Links to the Investor Centre can also be opened from the Corporate Governance page where ASX
releases, the Company’s share price, financial reports and Company presentations can be
accessed. Subscriptions to the Company’s mailing list can also be submitted from this page.
Furthermore, general and detailed project information is available for the Investor’s perusal from
the Corporate Governance page.
6.2
A listed Entity should have an investor relations program that facilitates effective two-way
communication with investors.
Adopted – The Company has adopted a Shareholder Communication Policy which can be found
on the Company’s website at http://pancon.com.au/about-us/corporate-governance/
The Policy aims to ensure that Shareholders are informed of all major developments affecting the
Company and that there are means available to facilitate two-way communication. If Investors
have a greater understanding of the business they are able to make informed investment
decisions.
Information is communicated to Investors by:
Company announcements
Information briefings to media and analysts
Notices of Meeting and explanatory material
Financial information including annual reports
Website updates
Board addresses and presentations at meetings
Investors can express their views or present queries to the Company by:
Utilising the Contact Us section of the website http://pancon.com.au/contact-us to send
direct communications to the Company
The Contact Us section http://pancon.com.au/contact-us as well as any ASX or media
updates include the contact details of the Company such as address and telephone
number. These details can be used to initiate written or verbal contact with the Company
The Company provides Shareholders with a Notice of Meeting detailing matters such as
the agenda, location and time of the meeting so that Shareholders can make
arrangements to attend and speak to Company representatives. Notices of Meeting are
available on the ASX platform under the code PCL or the Company website so that
Investors who are not currently Shareholders can also attend the meeting
43
Corporate Governance Statement
6.3
A listed Entity should disclose how it facilitates and encourages participation at meetings of
security holders.
Adopted – The Company has adopted a Shareholder Communication Policy which can be found
on the Company’s website at http://pancon.com.au/about-us/corporate-governance/
The Policy covers the Company’s belief that general meetings are an effective means of
communicating with Shareholders. The Company provides information in the Notice of Meeting
that is presented in a clear, concise and effective manner. Meetings are held during business
hours, at a central location convenient for the largest number of Investors to attend. Shareholders
are encouraged to attend and take note of the Chairman’s address as well as vote on the
resolutions presented to the meeting. Upon completion of formal matters, the Chief Executive
Officer provides attendees with an update of activities via a company presentation. This provides
Investors with an opportunity to ask questions, express their views or just meet the Company
representatives.
6.4
A listed Entity should ensure that all substantive resolutions at a meeting of security holders are
decided by a poll rather than by a show of hands.
Adopted – Pancontinental has had this recommendation in place for some time, prior to it
becoming part of the Corporate Governance Principles and Recommendations.
6.5
A listed Entity should give security holders the option to receive communications from, and send
communications to, the Entity and its security registry electronically.
Adopted – Pancontinental has had this recommendation in place for some time, prior to it
becoming part of the Corporate Governance Principles and Recommendations.
PRINCIPLE 7 – RECOGNISE AND MANAGE RISK
7.1
The Board of a listed Entity should:
(a) have a Committee or Committees to oversee risk, each of which:
(1) has at least three members, a majority of whom are Independent Directors; and
(2) is chaired by an Independent Director,
and disclose:
(3) the charter of the Committee;
(4) the members of the Committee; and
(5) as at the end of each reporting period, the number of times the Committee met
throughout the period and the individual attendances of the members at those meetings;
or
(b) if it does not have a Risk Committee or Committees that satisfy (a) above, disclose that fact
and the processes it employs for overseeing the Entity’s risk management framework.
Not Adopted - The full Board fulfils the role of the Risk Committee.
The Board considers those matters that would ordinarily be the responsibility of a Risk Committee
and no separate meetings were held as the Risk Committee during the year. The Board is of the
view that this is an important part of the business which all Directors should be involved in. The
Company’s Risk Management Policy which can be found at http://pancon.com.au/about-
us/corporate-governance/ is applied when reviewing and discussing risk management matters.
In managing risk, it is the Company’s practice to take advantage of potential opportunities while
managing potential adverse effects. The Company’s Risk Management Policy sets out the
Company’s risk management system and processes as well as the Company’s Risk Profile.
The Policy covers the following risk related points and is used as a means to assess the Company’s
risk management structure:
The role of the Board and delegated responsibility – ultimate responsibility rests with the
Board, however day to day management of risk is the responsibility of the CEO
The role of the CEO and accountabilities
Authority of the CEO
Risk Profile
Audit Committee Charter
Regular budgeting and financial reporting
Clear limits and authorities for expenditure levels
Procedures for compliance with continuous disclosure obligations under the Listing Rules
44
Corporate Governance Statement
Procedures to assist with establishing and administering corporate governance systems
and disclosure requirements
Responsibility to Stakeholders
Continuous improvement
7.2
The Board or a Committee of the Board should:
(a) review the Entity’s risk management framework at least annually to satisfy itself that it
continues to be sound and that the Entity is operating with due regard to the risk appetite
set by the Board; and
(b) disclose, in relation to each reporting period, whether such a review has taken place.
Adopted – The Board and Management assess risk as part of the ordinary course of business
activities such as strategic planning, promotion, budgets, mergers and acquisitions, strategic
partnerships, legislative changes and conducting business abroad. Each Board Meeting as well as
general Board discussions are used as a platform for the review and assessment of the Company’s
risk profile. The Board believes consideration of risk isn’t an exercise that should be considered
on an annual or periodic basis but rather it be considered in every decision and action the Board
makes.
7.3
A listed Entity should disclose:
(a) if it has an internal audit function, how the function is structured and what role it performs;
or
(b) if it does not have an internal audit function, that fact and the processes it employs for
evaluating and continually improving the effectiveness of its governance, risk management
and internal control processes.
Adopted – The Company discloses that it does not have an internal audit function.
The Company’s risk management system is overseen by Executive Staff who ensure the
identification, monitoring and response of business risks.
The Board reviews the assessment of the efficiency of the system and according to the Risk
Management Policy is required to satisfy itself that the Executive team has developed and
implemented a sound system of risk management and internal control.
7.4
A listed Entity should disclose whether it has any material exposure to environmental or social
risks and, if it does, how it manages or intends to manage those risks.
Adopted – The Company values economic, environmental and social sustainability in areas within
which it operates.
The Company has adopted a Corporate Governance Manual which sets outs the policies and
procedures in place which apply to the Board, Executives, Employees and the entire business.
The policies and procedures are designed to assist in identifying relevant risks and having
processes in place to mitigate if not eliminate the risk.
Economic sustainability refers to the ability of a listed Entity to continue operating at a
particular level of economic production over the long term.
Environmental sustainability refers to the ability of a listed Entity to continue operating
in a manner that does not compromise the health of the ecosystems in which it operates
over the long term.
Social sustainability is the ability of a listed Entity to continue operating in a manner that
meets accepted social norms and needs over the long term.
Risks identified that may have a material effect on the Company are discussed in detail in the
Directors’ Report section of the Annual Report titled Risk Management.
45
Corporate Governance Statement
PRINCIPLE 8 – REMUNERATE FAIRLY AND RESPONSIBLY
8.1
The Board of a listed Entity should:
(a)
have a Remuneration Committee which:
(1) has at least three members, a majority of whom are Independent Directors; and
(2) is chaired by an Independent Director,
and disclose:
(3) the charter of the Committee;
(4) the members of the Committee; and
(5) as at the end of each reporting period, the number of times the Committee met
throughout the period and the individual attendances of the members at those meetings;
or
(b) if it does not have a Remuneration Committee, disclose that fact and the processes it employs
for setting the level and composition of remuneration for Directors and Senior Executives
and ensuring that such remuneration is appropriate and not excessive.
Not Adopted – The full Board fulfils the role of the Remuneration Committee.
The Board considers those matters that would ordinarily be the responsibility of a Remuneration
Committee and no separate meetings were held as the Remuneration Committee during the year.
The Board has adopted a Remuneration Committee Charter which is disclosed on the Company’s
website at http://pancon.com.au/about-us/corporate-governance/ The Charter as well as the
Company’s Remuneration Policy is applied when convening to discuss Remuneration Committee
matters.
Emoluments of Directors and Senior Executives are set by reference to payments made by other
companies of a similar size and industry, and by reference to the skills and experience of the
Directors and Executives. Details of the nature and amount of emoluments of each Director of
the Company are disclosed annually in the Company’s annual report.
Should circumstances arise where the Board needs assistance on a remuneration matter, the
Board after requisite approval may engage a remuneration consultant to ensure the level of
remuneration in the Company is appropriate for its size, level of activity and industry.
8.2
A listed Entity should separately disclose its policies and practices regarding the remuneration of
Non-Executive Directors and the remuneration of Executive Directors and other Senior
Executives.
Adopted - The Company has adopted a Remuneration Committee Charter which can be found on
the Company’s website at http://pancon.com.au/about-us/corporate-governance/ The Charter
separately discloses the processes regarding the remuneration of Non-Executive Directors and
the remuneration of Executive Directors and other Senior Executives.
Executive Remuneration
In considering the level of remuneration for Executives, the matters that are taken into account
include:
Remuneration which motivates Executives to pursue the long-term growth and success
of the Company within an appropriate control framework;
Align the interests of key leadership with the long-term interests of the Company’s
Shareholders; and
Non-Executive Remuneration
Matters of consideration include:
Fees paid to Non-Executive Directors are within the aggregate amount approved by
Shareholders;
Non-Executive Directors to be remunerated by way of fees;
Non-Executive Directors are not provided with retirement benefits other than statutory
superannuation; and
Non-Executive Directors are not entitled to participate in equity-based remuneration
schemes designed for Executives without due consideration and appropriate disclosure to
the Company Shareholders.
46
Corporate Governance Statement
8.3
A listed Entity which has an equity-based remuneration scheme should:
(a)
have a policy on whether participants are permitted to enter into transactions (whether
through the use of derivatives or otherwise) which limit the economic risk of participating in
the scheme; and
(b) disclose that policy or a summary of it.
Adopted - The Company has adopted a Policy for Trading in Company Securities which can be
found on the Company’s website at http://pancon.com.au/about-us/corporate-governance/
Directors, Officers and Employees who wish to trade in Company securities must first have regard
to the statutory provisions of the Corporations Act 2001 dealing with insider trading, in
conjunction with the Company’s Policy for Trading in Company Securities. The policy has been
developed so that all Company Employees and representatives are clear as to their obligations
with regard to trading while in possession of insider information.
47
Statement of Profit or Loss & Other Comprehensive Income
YEAR ENDED 30 JUNE 2024
Notes
CONSOLIDATED
2024
2023
$
$
OPERATING ACTIVITIES
2
Depreciation expenses
6
(3,451)
(2,179)
Salaries, fees and benefits
(558,132)
(398,591)
Audit fees
(41,000)
(32,500)
Generative exploration expenditure and write off
-
63,963
ASX fees
(67,270)
(59,323)
Insurance
(80,540)
(79,939)
Legal fees
(669)
(5,126)
Share registry costs
(37,626)
(31,794)
Rent and outgoings
(40,443)
(27,077)
Office expenses
(69,890)
(56,984)
Travel
(39,251)
(12,386)
Corporate advisory
(104,290)
(72,000)
Other expenses
(147,216)
(97,130)
TOTAL OPERATING ACTIVITIES
(1,189,778)
(811,066)
FINANCING ACTIVITIES
Financing income
54,250
72,429
Financing expense
13
(1,202,908)
(1,131,922)
TOTAL FINANCING ACTIVITIES
(1,148,658)
(1,059,493)
(LOSS) BEFORE INCOME TAX
(2,338,436)
(1,870,559)
Income tax expense
3
-
-
(LOSS) FOR THE PERIOD
(2,338,436)
(1,870,559)
OTHER COMPREHENSIVE INCOME
Other comprehensive income
-
-
TOTAL OTHER COMPREHENSIVE INCOME
-
-
TOTAL COMPREHENSIVE INCOME FOR THE
YEAR
(2,338,436)
(1,870,559)
Total comprehensive income attributable to:
Owners of the Company
(2,338,007)
(1,903,781)
Non-controlling interest
(429)
33,222
(2,338,436)
(1,870,559)
Basic earnings per share (cents per share)
15
(0.03)
(0.02)
Diluted earnings per share (cents per share)
(0.03)
(0.02)
The Statement of Comprehensive Income is to be read in conjunction with the Notes to the Financial Statements.
48
Statement of Financial Position
AT 30 JUNE 2024
Notes
CONSOLIDATED
2024
2023
$
$
CURRENT ASSETS
Cash assets
11(b)
4,301,120
5,300,909
Trade and other receivables
4
99,998
73,641
TOTAL CURRENT ASSETS
4,401,118
5,374,550
NON-CURRENT ASSETS
Property, plant and equipment
6
14,122
5,712
Deferred exploration, evaluation and development costs
7
4,683,348
4,066,860
TOTAL NON-CURRENT ASSETS
4,697,470
4,072,572
TOTAL ASSETS
9,098,588
9,447,122
CURRENT LIABILITIES
Trade and other payables
8(a)
145,957
152,804
Provision for employee entitlements
8(d)
187,964
99,285
Other liabilities
8(b)
476,560
-
TOTAL CURRENT LIABILITIES
810,481
252,089
NON-CURRENT LIABILITIES
Provision for employee entitlements
8(e)
12,802
50,425
Other liabilities
8(c)
-
476,560
TOTAL NON-CURRENT LIABILITIES
12,802
526,985
TOTAL LIABILITIES
823,283
779,074
NET ASSETS
8,275,305
8,668,048
EQUITY
Contributed equity
9(a)
119,471,262
118,645,569
Reserves
10
2,250,000
1,130,000
Accumulated losses
10
(113,445,957) (111,107,521)
TOTAL EQUITY
8,275,305
8,668,048
Capital and reserves attributable to owners of PCL
9,749,598
10,141,913
Non-controlling interest
(1,474,293)
(1,473,865)
8,275,305
8,668,048
The Statement of Financial Position is to be read in conjunction with the Notes to the Financial Statements.
49
Statement of Changes in Equity
AT YEAR ENDED 30 JUNE 2024
Consolidated
Share Capital
Option
Reserve
Accumulated
Losses
Total
Equity
Non-
Controlling
Interest
Attributable to
Owners of the
Company
$
$
$
$
Balance at 1 July 2023
118,645,569
1,130,000
(111,107,521)
8,668,048
(1,473,865)
10,141,913
Profit or loss
-
-
(2,338,436)
(2,338,436)
(429)
(2,338,007)
Other comprehensive income
-
-
-
-
-
-
Transactions with Owners in their capacity as Owners
Shares issued
40,000
-
-
40,000
-
40,000
Unlisted options issued
-
1,200,000
-
1,200,000
-
1,200,000
Exercise of options (cash)
713,400
-
-
713,400
-
713,400
Exercise of options (non-cash)
80,000
(80,000)
-
-
-
-
Share issue costs
(7,707)
-
-
(7,707)
-
(7,707)
Balance at 30 June 2024
119,471,262
2,250,000
(113,445,957)
8,275,305
(1,474,293)
9,749,598
Non-Controlling Interest
936,482
-
(2,410,775)
(1,474,293)
Attributable-Owners of the Company
118,534,780
2,250,000
(111,035,182)
9,749,598
Balance at 1 July 2022
112,178,611
149,962
(109,386,924)
2,941,649
(1,507,087)
4,448,729
Profit or loss
-
-
(1,870,559)
(1,870,559)
33,222
(1,903,781)
Other comprehensive income
-
-
-
-
-
-
Transactions with Owners in their capacity as Owners
Shares issued (net of costs)
7,000,000
-
-
7,000,000
-
7,000,000
Unlisted options expired
-
(149,962)
149,962
-
-
-
Unlisted options issued
-
1,130,000
-
1,130,000
-
1,130,000
Share issue costs
(533,042)
-
-
(533,042)
-
(533,042)
Balance at 30 June 2023
118,645,569
1,130,000
(111,107,521)
8,668,048
(1,473,865)
10,141,913
Non-Controlling Interest
936,482
-
(2,410,347)
(1,473,865)
Attributable-Owners of the Company
117,709,087
1,130,000
(108,697,174)
10,141,913
The above Statement of Changes in Equity is to be read in conjunction with the Notes to the Financial Statements.
50
Statement of Cashflows
YEAR ENDED 30 JUNE 2024
Notes
CONSOLIDATED
2024
2023
$
$
CASH FLOWS FROM OPERATING ACTIVITIES
Payments to suppliers and employees
(1,163,630)
(906,702)
Expenditure on exploration interests
(626,171)
(647,402)
NET CASH FLOWS USED IN OPERATING ACTIVITIES
11(a)
(1,789,801)
(1,554,104)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property, plant and equipment
(13,972)
-
Reimbursement of past costs - Woodside
5(c)
-
2,217,842
Option agreement for 1% of PEL 87 – Custos Investments
5(c)
-
(2,273,120)
NET CASH FLOWS USED IN INVESTING ACTIVITIES
(13,972)
(55,278)
CASH FLOWS FROM FINANCING ACTIVITIES
Interest received
54,234
19,455
Proceeds from issues of ordinary shares (net of share issue costs)
753,400
6,563,307
NET CASH FLOWS FROM FINANCING ACTIVITIES
807,634
6,582,762
NET (DECREASE) /INCREASE IN CASH HELD
(996,139)
4,973,380
Add opening cash brought forward
5,300,909
274,051
Effects of exchange rate changes
(3,650)
53,478
CLOSING CASH CARRIED FORWARD
11(b)
4,301,120
5,300,909
The above Statement of Cash Flows is to be read in conjunction with the Notes to the Financial Statements.
51
Notes to the Financial Statements
1.
MATERIAL ACCOUNTING POLICY INFORMATION
This Financial Report was authorised for issue by the Directors on 30 September 2024.
Statement of Compliance
The Financial Report is a General Purpose Financial Report which has been prepared in accordance with
Australian Accounting Standards, including Australian interpretations adopted by the Australian Accounting
Standards Board (‘AASB’) and the Corporations Act 2001. The Consolidated Financial Report of the
Consolidated Entity and Company also complies with IFRSs and interpretations adopted by the International
Accounting Standards Board.
Basis of preparation
The report has been prepared on the basis of historical costs and except where stated does not take into
account changing money values or current valuation of non-current assets. The accounting policies adopted
are consistent with those of the previous year. The following accounting policies material to the preparation
of the financial report have been consistently applied, unless otherwise stated.
Going concern
The Directors consider that the going concern basis for the Consolidated Entity is appropriate. This basis has
been determined after consideration of the following factors:
The ability to issue additional share capital under the Corporations Act 2001, if required, by a share
purchase plan, share placement or rights issue;
The option of farming out all or part of the Consolidated Entity’s exploration projects and;
The ability, if required to dispose of interests in exploration assets.
Accordingly, the Directors believe that the Consolidated Entity will obtain sufficient cash inflows to enable it
to continue as a going concern and that it is appropriate to adopt that basis of accounting in the preparation
of the Financial Statements.
(a) Exploration and Evaluation Expenditure
Exploration and evaluation expenditure incurred is accumulated in respect of each identifiable area of
interest. These costs are only carried forward to the extent that the costs are expected to be recouped
through the successful development of the area or where activities in the area have not yet reached a stage
which permits reasonable assessment of the economically recoverable reserves.
Accumulated costs in relation to an abandoned area are written off in full against operating results in the
year in which the decision to abandon the area is made. When production commences the accumulated
costs for the relevant area of interest are classified as development costs and amortised over the life of the
project area according to the rate of depletion of the economically recoverable reserves.
A regular review is undertaken of each area of interest to determine the appropriateness of continuing to
carry forward costs in relation to that area of interest.
As at the end of the financial year, the Directors considered that the carrying value of the exploration interests
of the Consolidated Entity was as shown in the Statement of Financial Position and no further impairments
arises other than that already recognised.
(b) New accounting standards and interpretations
A number of new standards, amendments to standards and interpretations are effective for the current
annual report period; however, none have been applied in preparing these Consolidated Financial
Statements. The standards are not expected to have a material impact on the accounting policies or
Consolidated Financial Statements of the Group.
(c) Share Based Payments
The Group provides benefits to directors and key management personnel of the Group in the form of share-
based payment transactions, whereby services are rendered in exchange for shares or options over shares
(“equity-settled transactions”).
52
Notes to the Financial Statements
The fair value of options is recognised as an expense with a corresponding increase in equity (options
reserve). The fair value is measured at grant date and recognised over the period during which the holder
becomes unconditionally entitled to the options. Fair value is determined using an external specialist valuer,
a Black-Scholes option pricing model, or other models as appropriate.
Where options are cancelled, they are treated as if vesting occurred on cancellation and any unrecognised
expenses are taken immediately to profit and loss. However, if new options are substituted for the cancelled
options and designated as a replacement on grant date, the combined impact of the cancellation and
replacement options are treated as if they were a modification.
(d) Critical Accounting Estimates and Judgements
Estimates and judgements are continually evaluated and are based on historical experience and other factors,
including expectations of future events that may have a financial impact on the Group and that are believed
to be reasonable under the circumstances.
The Group makes estimates and assumptions concerning the future. The resulting accounting estimates will,
by definition, seldom equal the related actual results. The estimates and assumptions that have a significant
risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial
year are discussed below.
Impairment of capitalised exploration and evaluation expenditure
The future recoverability of capitalised exploration and evaluation expenditure is dependent on a number of
factors, including whether the Group decides to exploit the related licence itself or, if not, whether it
successfully recovers the related exploration and evaluation asset through sale.
Factors that could impact the future recoverability include abandonment of area of interest, the level of
reserves and resources, future technological changes, costs of drilling and production, production rates,
future legal changes (including changes to environmental restoration obligations) and changes to commodity
prices.
(e) Comparative Figures
When required by Accounting Standards, comparative figures have been adjusted to conform to changes in
presentation for the current financial year.
53
Notes to the Financial Statements
2. EXPENSES
CONSOLIDATED
2024
2023
$
$
Expenses
Depreciation of office furniture and equipment
3,451
2,179
Exploration expenditure written off (refunded)
-
(63,963)*
Superannuation
44,550
34,143
*This amount relates to the refund of a cash call resulting in a credit to exploration
3.
INCOME TAX
CONSOLIDATED
2024
2023
$
$
(a) Income Tax (Benefit)/Expense
The prima facie tax, using tax rates applicable
in the country of operation, on profit and
extraordinary items differs from the income
tax provided in the Financial Statements as
follows:
Prima facie tax on profit from ordinary
activities at 30% (2023: 30%)
(701,531)
(561,168)
Tax effect of permanent differences:
Other items (net)
-
-
Amount not brought to account as a carried
forward future income tax benefit
701,531
561,168
Income tax expense attributable to ordinary
activities
-
-
(b) Future Income Tax Benefit not taken into account
The potential future income tax benefit calculated at 30% in respect of:
Adjustments to carry forward tax losses
-
-
Tax Losses not brought to account
9,112,097
7,701,205
Total
*
9,112,097
7,701,205
This future income tax benefit will only be obtained if:
(a)
future assessable income is derived of a nature and of an amount sufficient to enable the benefit to be
realised;
(b)
the conditions for deductibility imposed by tax legislation continue to be complied with; and
(c)
no changes in tax legislation adversely affect the Consolidated Entity in realising the benefit.
The recognition and utilisation of losses is subject to the loss recoupment rules being satisfied.
*The potential future income tax benefit was calculated by multiplying the current tax rate of 30% by the
Group’s carry forward losses at 30 June 2024 of $28,035,221.
54
Notes to the Financial Statements
4.
RECEIVABLES (CURRENT)
CONSOLIDATED
2024
2023
$
$
Trade receivables & prepayments
99,998
73,641
Total
99,998
73,641
(a) Terms and conditions
(i)
Trade debtors are non-interest bearing and generally on 30-day terms.
(ii)
Sundry debtors and other receivables are non-interest bearing and have repayment terms between 30
and 90 days.
5.
INTERESTS IN SUBSIDIARIES & INVESTMENTS
(a) Interests in Subsidiaries
Name
Country of
incorporation
Percentage of equity
interest
held by the
Consolidated Entity
2024
2023
%
%
Pancontinental Namibia Pty Ltd
Australia
66.67
66.67
Pancontinental Orange Pty Ltd
Australia
100
100
Pancontinental Cooper Pty Ltd
Australia
100
100
6.
PLANT AND EQUIPMENT
CONSOLIDATED
2024
2023
$
$
Office equipment
At cost
27,535
25,024
Less: Accumulated depreciation
(13,413)
(19,312)
Total written down value of Office equipment
14,122
5,712
Reconciliations
Reconciliations of the carrying amounts of property, plant and equipment
Office equipment
Carrying amount opening balance
5,712
7,891
Additions
13,972
-
Disposals
(2,111)
-
Depreciation expense
(3,451)
(2,179)
Total written down amount
14,122
5,712
55
Notes to the Financial Statements
7.
DEFERRED EXPLORATION, EVALUATION AND
DEVELOPMENT COSTS
CONSOLIDATED
2024
2023
$
$
Exploration, evaluation and development costs carried forward
Pre-production, exploration and evaluation phases:
Carrying amount at 1 July
4,066,860
3,303,679
Expenditure & acquisitions during the year
616,488
643,940
3D Seismic costs*
29,346,758
28,224,311
3D Seismic costs paid by Woodside per Option Deed*
(29,346,758)
(28,224,311)
Option Deed payment – Custos Investments*
-
2,273,120
Option Deed payment – Woodside Energy*
-
(2,217,842)
Exploration expenditure written off (refunded)
-
63,963
Carrying amount at 30 June
4,683,348
4,066,860
* See below for further explanation.
Option Deeds with Woodside Energy and Custos Investments
During the previous financial year, Pancontinental announced that its wholly owned subsidiary Pancontinental
Orange Pty Ltd had entered into an Option Deed with Woodside Energy (GOM), Inc, a wholly owned subsidiary
of Woodside Energy Group Ltd whereby Pancontinental granted Woodside an exclusive option to acquire a 56%
Participating Interest in PEL 87, in consideration for Woodside paying for a 3D seismic survey covering an area
of at least 5,000 square kilometres within the area the subject of PEL 87 at an estimated cost of US$ 35 million
and also paying Pancontinental US$1.5 million.
The seismic programme was completed during the financial year, and once a seismic licence has been acquired
from the Namibian authorities, Woodside has a period of at least 180 days after the delivery of the seismic
survey data to exercise that option.
If Woodside exercises the option then Woodside and Pancontinental have agreed to enter into a farmout
agreement whereby Woodside will carry the existing joint venture during the drilling of the first exploration well
to be drilled on the licence area.
To ensure Pancontinental retains at least a 20% interest in the project if Woodside exercises its option,
Pancontinental has, for a consideration of US$1.5 million, entered into an option agreement with Custos
Investments (Pty) Ltd to acquire a 1% interest from Custos by paying Custos a further US$1million. This option
is exercisable by Pancontinental within a similar time period as Woodside’s option. Pancontinental will retain a
20% interest during the drilling of the well.
If the joint venture decides to drill a second well then Pancontinental may:
(i)
retain its 20% interest but must pay its share of well costs;
(ii)
reduce its interest to a 10% Participating Interest and have Woodside carry Pancontinental through
the cost of the second well; or
(iii)
at any time up to 60 days after the approval of any Development Plan, convert its interest to a 1.5%
gross overriding revenue royalty interest.
Upon Woodside’s election to exercise its option, Woodside will pay Pancontinental approximately US$ 2.5 million,
of which approximately US$1.5 million is reimbursement of a portion of Pancontinental’s past costs.
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 areas.
56
Notes to the Financial Statements
8. LIABILITIES
CONSOLIDATED
2024
2023
(a) Trade and other payables
$
$
Current – Ordinary trade creditors and payables
145,957
152,804
Total
145,957
152,804
CONSOLIDATED
2024
2023
(b) Other liabilities
$
$
Current - Non-controlling interest contributions
476,560
-
Total
476,560
-
CONSOLIDATED
2024
2023
(c) Other liabilities
$
$
Non-current - Non-controlling interest contributions
-
476,560
Total
-
476,560
Part Disposal of Subsidiary & Non-Controlling Interest– Pancontinental Namibia Pty Ltd
In September 2017, the Group disposed of 33.33% of the ownership interest in Pancontinental Namibia Pty Ltd
to Africa Energy Corp. Following the disposal, the Group still controls the subsidiary and retains 66.67% of the
ownership interest. The balance disclosed represents amounts advanced by the non-controlling shareholder to
Pancontinental Namibia Pty Ltd to fund exploration.
CONSOLIDATED
2024
2023
(d) Provision for employee entitlements
$
$
Current – Annual leave and long service leave
187,964
99,285
Total
187,964
99,285
CONSOLIDATED
2024
2023
(e) Provision for employee entitlements
$
$
Non-current – Long service leave
12,802
50,425
Total
12,802
50,425
9.
CONTRIBUTED EQUITY
CONSOLIDATED
2024
2023
$
$
(a) Issued and paid up capital
Ordinary shares fully paid
119,471,262
118,645,569
Total
119,471,262
118,645,569
57
Notes to the Financial Statements
(b) Movements in shares on issue
ASX: PCL
2024
2023
Number of
shares
$
Number of
shares
$
Beginning of the financial year
8,054,222,823
118,645,569
7,154,222,823
112,178,611
Movements during the year:
Placement share issue (net of costs)
4,000,000
39,400
900,000,000
6,466,958
Options converted
73,363,043
786,293
-
-
End of the financial year
8,131,585,866
119,471,262
8,054,222,823
118,645,569
(c) Movements in listed options on issue
ASX: PCLO
2024
2023
Number of
listed options
$
Number of
listed options
$
Beginning of the financial year
549,999,998
-
-
-
Movements during the year:
Options issued
2,000,000
-
549,999,998
-
Options converted
(59,450,000)
-
-
-
End of the financial year
492,549,998
-
549,999,998
-
The listed options do not have a value in the general ledger due to the listed options being free attaching options
to shares (1 free option for every 2 shares subscribed for) issued in previous placements.
(d) Movements in unlisted options on issue
2024
2023
Number of
unlisted
options
$
Number of
unlisted
options
$
Beginning of the financial year
230,000,000
1,130,000
-
-
Movements during the year:
Options issued
100,000,000
1,200,000
230,000,000
1,130,000
Options converted
(20,000,000)
(80,000)
-
-
End of the financial year
310,000,000
2,250,000
230,000,000
1,130,000
10. RESERVES AND ACCUMULATED LOSSES
CONSOLIDATED
2024
2023
$
$
Reconciliation of movements in unlisted options on issue
Beginning of the financial year
1,130,000
149,962
Options issued
1,200,000
1,130,000
Options converted
(80,000)
-
Options expired
-
(149,962)
End of the financial year
2,250,000
1,130,000
Accumulated losses
Beginning of the financial year
(111,107,521)
(109,386,924)
Loss for the year
(2,338,436)
(1,870,559)
Options expired
-
149,962
Total available for appropriation
(113,445,957)
(111,107,521)
End of the financial year
(113,445,957)
(111,107,521)
58
Notes to the Financial Statements
11. STATEMENT OF CASH FLOWS
CONSOLIDATED
2024
2023
$
$
(a) Reconciliation of the net loss after tax to the net cash flows from operations
Net loss
(2,338,436)
(1,870,559)
Non-Cash Items, Non-Operating Items
Depreciation of plant and equipment
3,451
2,179
Financing income
(54,250)
(72,429)
Financing expense
1,200,000
1,131,922
Asset write off on disposal
2,111
-
Foreign exchange differences
(4,041)
(43,497)
Changes in assets and liabilities
(Increase)/decrease in trade and other receivables
(26,357)
(5,926)
(Increase)/decrease in exploration, evaluation & development
(616,488)
(763,181)
(Decrease)/increase in trade and other payables
(6,847)
38,524
(Decrease)/Increase in provisions for employee entitlements
51,056
28,863
Net cash flow from operating activities
(1,789,801)
(1,554,104)
(b) Reconciliation of cash
Cash balance comprises:
cash assets
4,301,120
5,300,909
Closing cash balance
4,301,120
5,300,909
12. EXPENDITURE COMMITMENTS
CONSOLIDATED
2024
2023
$
$
Capital expenditure commitments
Estimated capital expenditure contracted for at reporting date, but not provided for, payable:
not later than one year
-
-
later than one year and not later than five years
-
-
later than five years
-
-
Total
-
-
The Company does not have any current commitments. The Group has had certain obligations to perform
minimum exploration work and to expend minimum amounts of money on such work its exploration licences.
These obligations may be varied from time to time subject to approval and are expected to be fulfilled in the
normal course of the operations of the Group. At balance date the Company had an interest in one core
exploration block, PEL 87.
The PEL 87 previous licence period required the Joint Venture to invest a minimum of US$5 million in
exploration-related activities. The exploration investment in PEL 87 during the first licence period exceeded this
amount by a significant margin. The majority of this expenditure was associated with the acquisition and
processing of the extensive 3D seismic survey, fully-funded by Woodside.
The first renewal exploration period commenced on 23 January 2024 and will end 22 January 2026, with an
associated work commitment to drill one exploration well (or, if a drillable prospect is not identified, acquire
either 500 km2 of 3D seismic data or 1,000 line kms of 2D seismic data). Pancontinental will bear no financial
liability for any future non-performance by the PEL 87 Joint Venture associated with the minimum exploration
expenditure commitments of the first renewal exploration period.
59
Notes to the Financial Statements
13.
EMPLOYEE BENEFITS
Employee Share Scheme
Information with respect to the number of options under the Employee Share Incentive Scheme is as follows:
2024
2023
Number of
options
Weighted
average
exercise
price
Value
Number of
options
Weighted
average
exercise
price
Value
Balance at beginning of year
230,000,000
0.01
1,130,000
-
-
-
issued
100,000,000
0.023
1,200,000 230,000,000
0.01 1,130,000
exercised
(20,000,000)
0.007
(80,000)
-
-
-
Balance at end of year
310,000,000
0.014
2,250,000 230,000,000
0.01 1,130,000
In addition to the above information, refer to disclosure in the Remuneration Report regarding share-based payments.
Options held at the end of the reporting period
As at 30 June 2024, there were no unlisted options held by the Company other than the above Employee Share
Incentive Scheme unlisted options.
14. SUBSEQUENT EVENTS
On 13 August 2024, Pancontinental issued unlisted options to Salient Corporate Pty Ltd for ongoing consulting
services.
Key terms of the unlisted options are as follows:
Type of Security
Unquoted options.
Each option is exercisable, before its expiry date, into one
fully paid, ordinary share in the Company.
Number
50,000,000
Exercise Price
$0.035 per option
Expiry
12 August 2028
Other than the matters discussed above, there has not arisen in the interval between the end of the financial
year and the date of this report any item, transaction or event of a material and unusual nature likely, in the
opinion of Directors of the Company, to affect significantly the operations of the Group, the results of those
operations, or the state of affairs of the Group, in future financial years.
15. EARNINGS PER SHARE
CONSOLIDATED
2024
2023
$
$
Basic earnings per share
(0.03)
(0.02)
Diluted earnings per share
(0.03)
(0.02)
The following reflects the income and share data used in the calculations of basic and diluted earnings per
share:
Net profit
(2,338,436)
(1,870,559)
Adjustments:
Earnings used in calculating basic and diluted
earnings per share
(2,338,436)
(1,870,559)
60
Notes to the Financial Statements
Number of shares
Number of shares
Weighted average number of ordinary shares used
in calculating basic earnings per share
8,070,264,896
7,586,551,590
Effect of dilutive securities:
Share options
-
-
Adjusted weighted average number of ordinary
shares used in calculating diluted earnings per share
8,340,264,896
7,554,003,643
492,549,998 listed options and 40,000,000 unlisted options may dilute the basic earnings per share in the future, but
were not included in the calculation of diluted earnings per share because they are anti-dilutive for the periods presented.
16. AUDITOR’S REMUNERATION
CONSOLIDATED
2024
2023
$
$
Amounts received or due and receivable by In.Corp Audit & Assurance Pty Ltd
(formerly Rothsay Audit & Assurance Pty Ltd) for:
an audit or review of the Financial Report of the Entity
and any other Entity in the Consolidated Entity
41,000
40,500
tax compliance services in relation to the Entity and any
other Entity in the Consolidated Entity
11,025
16,900
52,025
57,400
The remuneration disclosed above does not include amounts paid or payable to overseas subsidiary company auditors.
During the year, the Company’s auditors performed certain other services in addition to the audit and review of
the financial statements. The Board has considered the non-audit services provided during the year by the
auditor and is satisfied that the provision of those non-audit services during the year by the auditor is compatible
with, and did not compromise, the auditor independence requirements of the Corporations Act 2001 for the
following reasons:
All non-audit services were subject to the Corporate Governance procedures adopted by the Group; and
The non-audit services provided do not undermine the general principles relating to auditor independence
as set out in APES 110 Code of Ethics for Professional Accountants, as they did not involve reviewing or
auditing the auditor’s own work, acting in a management or decision-making capacity for the Group, acting
as an advocate for the Group or jointly sharing risks and rewards.
17. DIRECTOR AND EXECUTIVE DISCLOSURES
Details of Specified Directors and Specified Executives as at 30 June 2024
(i) Specified Directors
Henry David Kennedy
Non-Executive Chairman (retired December 2022)
Ernest Anthony Myers
Executive Chairman (appointed December 2022)
Executive Director, CEO (to 1 December 2022)
Roy Barry Rushworth
Non-Executive Director (from March 2024)
Executive Director, Technical (to March 2024)
Vesna Petrovic
Executive Director, Company Secretary
(ii) Specified Executives
Iain Peter Smith
Chief Executive Officer (from March 2024)
Fees paid for Non-Executive Directors, last voted upon by Shareholders at the 2007 AGM, is not to exceed
$400,000 per annum and is set with reference to fees paid to other Non-Executive Directors of comparable
companies.
61
Notes to the Financial Statements
Non-Executive and Executive Directors do not receive performance related remuneration, but they are eligible
to participate in Employee Option Schemes approved by Shareholders.
Directors do not receive any termination or retirement benefits.
2024
2023
Summarised Compensation of Key Management Personnel
$
$
Short-term employee benefits
507,526
446,251
Post-employment benefits
34,100
26,513
Share-based payments
1,200,000
640,000
1,741,626
1,112,764
18. SEGMENT INFORMATION
Segment accounting policies
During the period the Group operated predominately in one business segment, being the energy sector.
Accordingly, under the management approach outlined only one operating sector has been identified and no
further disclosures are required in the notes to the Consolidated Financial Statements.
19.
FINANCIAL INSTRUMENTS
Financial risk management
Overview:
The Company and Group have exposure to the following risks from their use of financial instruments:
(a) credit risk
(b) liquidity risk
(c) market risk
This note presents information about the Company’s and Group’s exposure to each of the above risks, their
objectives, policies and processes for measuring and managing risk, and the management of capital.
The Board of Directors has overall responsibility for the establishment and oversight of the risk management
framework. Management monitors and manages the financial risks relating to the operations of the Group
through regular reviews of the risks.
(a) Credit risk:
Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails
to meet its contractual obligations. In this industry, it arises principally from the receivables of joint venture
re-charges and recuperations of cost. For the Group in this financial year, it arises primarily from receivables
due from subsidiaries, GST and VAT refunds, prepayments and bonds.
(i) Trade and other receivables:
The Group operates predominantly in the energy exploration sector; it does not ordinarily have material trade
receivables and is therefore not ordinarily exposed to credit risk in relation to trade receivables.
(ii) Loans to subsidiaries:
The Company has provided funding to its subsidiaries by way of loans. Repayment of these loans will occur
through future business activities of each respective Entity.
62
Notes to the Financial Statements
Exposure to credit risk
The carrying amount of the Company’s and Group’s financial assets represents the maximum credit exposure.
The maximum exposure to credit risk at the reporting date was:
Consolidated
Carrying amount
Note
2024
2023
$
$
Trade and other receivables
4
99,998
73,641
Cash and cash equivalents
11(b)
4,301,120
5,300,909
Total
4,401,118
5,374,550
The Group considers that its cash and cash equivalents have low credit risk based on the external credit ratings
of the counterparties.
Impairment losses:
There are no material receivables past due for the Company or Group as at 30 June 2024, (2023: nil).
An impairment write down in respect of inter-Group loans and shares was recognised during the current year
from an analysis of the subsidiaries respective financial positions. The total impairment write down recognised
through impairment of loans to subsidiaries and shares held in subsidiaries during the current period was $32,169
(2023: $12,689).
Whilst the loans were not payable at 30 June 2024 a provision for impairment based on the subsidiaries financial
position was carried forward from previous periods. The balance of this provision may vary due to performance
of a subsidiary in a given year.
(b) Liquidity risk:
Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due. The
Group’s approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity
to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses
or risking damage to the Group’s reputation.
The Group manages liquidity risk by maintaining adequate cash reserves through monitoring forecasts and actual
cash flows.
Consolidated
Contractual cashflows
< 1 year
1-5 years
> 5 years
$
$
$
Trade and other payables - Current
(333,921)
-
-
Provisions - Non Current
-
(12,802)
-
Other payables – Non Current
-
-
(476,560)
Total
(333,921)
(12,802)
(476,560)
(c) Market risk:
Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates and equity
prices will affect the Group’s income or the value of its holdings of financial instruments. The objective of market
risk management is to manage and control market risk exposures within acceptable parameters, while optimising
the return.
63
Notes to the Financial Statements
(i) Currency risk:
The Group is from time to time exposed to currency risk on investments, and foreign currency denominated
purchases in a currency other than the respective functional currencies of Group Entities, primarily the Australian
dollar (AUD). The other material currency that these transactions are denominated in is the (USD).
The Group has not entered into any derivative financial instruments to hedge such transactions and anticipated
future receipts or payments that are denominated in a foreign currency.
Exposure to currency risk:
The Group’s exposure to foreign currency risk at balance date was as follows, based on notional amounts:
30 June 2024
30 June 2023
AUD
AUD
USD
Total
AUD
USD
Total
Cash & cash
equivalents
4,097,1501
203,970
4,301,120
5,060,0712
240,838
5,300,909
Trade & other
receivables
99,998
-
99,998
73,641
-
73,641
Trade and other
payables
(823,283)
-
(823,283)
(779,074)
-
(779,074)
Net balance
sheet
exposure
3,373,865
203,970
3,577,835
4,354,638
240,838
4,595,476
1. 7,553 Namibian dollars which is the equivalent of $623.57 is included in the AUD balance as it is immaterial
to the currency risk.
2. 4,124 Namibian dollars which is the equivalent of $329.99 is included in the AUD balance as it is immaterial
to the currency risk.
The following significant exchange rates applied during the year:
Average rate
Reporting date spot rate
2024
2023
2024
2023
AUD : USD
0.661
0.673
0.667
0.664
Sensitivity analysis:
A 10 percent strengthening of the Australian dollar against the USD at 30 June would have increased
(decreased) equity and profit or loss by the amounts shown below. This analysis assumes that all other
variables, in particular interest rates, remain constant. The analysis is performed on the same basis for 2023.
Effect in AUD
Consolidated
Equity
Profit or
loss
30 June 2024
10% strengthening
22,663
22,663
30 June 2023
10% strengthening
26,760
26,760
A 10 percent weakening of the Australian dollar against the USD at 30 June would have had the equal but
opposite effect on the above currencies to the amounts shown above, on the basis that all other variables
remain constant.
The sensitivity analysis only had an effect on the equity or profit and loss of the Company in relation to the
USD bank account.
64
Notes to the Financial Statements
Interest rate risk:
At balance date the Group had exposure to interest rate risk, through its cash and equivalents held within
financial institution.
Consolidated Carrying
Amount
30 June 2024
30 June 2023
Variable rate
instruments
Cash and cash equivalents
4,301,120
5,300,909
Fair value sensitivity analysis for fixed rate instruments:
The Company and Group do not account for any fixed rate financial assets at fair value through profit or loss.
Therefore, a change in interest rates at reporting date would not affect profit or loss or equity.
Fair values:
The fair values of financial assets and liabilities, together with the carrying amounts shown in the balance sheet,
are as follows:
Consolidated
30 June 2024
30 June 2023
Carrying
amount
Fair value
Carrying
amount
Fair value
Trade and other receivables
99,998
99,998
73,641
73,641
Cash and cash equivalents
4,301,120
4,301,120
5,300,909
5,300,909
Trade and other payables
(823,283)
(823,283)
(779,074)
(779,074)
3,577,835
3,577,835
4,595,476
4,595,476
The basis for determining fair values is disclosed in note 1.
Capital Management:
The Board’s policy is to maintain a strong capital base so as to maintain investor, creditor and market confidence
and to sustain future development of the business. The Board of Directors monitors the return on capital, which
the Group defines as net operating income divided by total Shareholders’ equity, excluding non-redeemable
preference shares and minority interests.
2024
2023
Equity attributable to Shareholders of the
Company
Minorities
(1,474,293)
(1,473,865)
Equity
9,749,598
10,141,913
Total assets
9,098,588
9,447,122
Equity ratio in %
107.15%
107.35%
Average equity
8,471,677
7,295,321
Net Profit /(Loss)
(2,338,435)
(1,870,559)
Return on Equity in %
(27.60)%
(25.64)%
There were no changes in the Group’s approach to capital management during the year.
Neither the Company nor any of its subsidiaries are subject to externally imposed capital requirements.
65
Notes to the Financial Statements
20.
RELATED PARTY
(a) During the year the Company paid fees to Basis Commercial Pty Ltd, a company in which Mr Smith has a
financial interest, for his role as Chief Executive Officer. The amount paid was $57,526 (2023: nil as CEO).
(b) Refer to note 17 and Directors’ Report for Key Management Personnel remuneration.
21.
PARENT INFORMATION
The Group has applied amendments to the Corporations Act (2001) which remove the requirement for the Group
to lodge Parent Entity Financial Statements. Parent Entity Financial Statements have been replaced by the
specific Parent Entity disclosures below.
AT 30 JUNE 2024
2024
2023
$
$
STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE
INCOME
(Loss) for the period
(2,343,895)
(1,971,470)
TOTAL COMPREHENSIVE INCOME
(2,343,895)
(1,971,470)
2024
2023
$
$
STATEMENT OF FINANCIAL POSITION
Assets
Current assets
4,389,547
5,352,836
TOTAL ASSETS
9,064,713
9,430,541
Liabilities
Current liabilities
305,506
235,509
TOTAL LIABILITIES
318,308
285,934
Equity
Contributed equity
116,661,555
115,835,863
Reserves
2,250,000
1,130,000
Accumulated losses
(110,165,150) (107,821,256)
TOTAL EQUITY
8,746,405
9,144,607
66
Notes to the Financial Statements
CONSOLIDATED ENTITY DISCLOSURE STATEMENT
Entity Name
Body
Corporate,
partnership
or trust
Country of
incorporation
% of Share
Capital held
directly or
indirectly by
the Company
in the body
corporate
Australian or
Foreign Tax
Resident
Jurisdiction
for Foreign
tax resident
Pancontinental Energy NL
Body Corporate
Australia
Parent
Australian
N/A
Pancontinental Namibia Pty Ltd Body Corporate
Australia
66.67%
Australian
N/A
Pancontinental Orange Pty Ltd Body Corporate
Australia
100.00%
Australian
N/A
Pancontinental Cooper Pty Ltd Body Corporate
Australia
100.00%
Australian
N/A
67
Directors’ Declaration
In accordance with a resolution of the Directors of Pancontinental Energy NL, I state that:
(1)
In the opinion of the Directors:
(a)
the Financial Statements and notes of the Company and of the Consolidated Entity are in accordance
with the Corporations Act 2001, including:
(i)
giving a true and fair view of the Company's and Consolidated Entity's financial position as at 30
June 2024 and of their performance for the year ended on that date; and
(ii)
complying with Accounting Standards including International Financial Reporting Standards and
Corporations Regulations 2001; and
(iii) the information disclosed in the consolidated entity disclosure statement is true and correct; and
(b)
there are reasonable grounds to believe that the Company will be able to pay its debts as and when
they become due and payable.
(2)
This declaration has been made after receiving the declarations required to be made to the Directors in
accordance with section 295A of the Corporations Act 2001 for the financial period ending 30 June 2024.
On behalf of the Board
EA Myers
Director
Perth, Western Australia
30 September 2024
68
In.Corp Audit & Assurance Pty Ltd
ABN 14 129 769 151
Level 1
6-10 O’Connell Street
SYDNEY NSW 2000
Suite 11, Level 1
4 Ventnor Avenue
WEST PERTH WA 6005
GPO BOX 542
SYDNEY NSW 2001
T +61 2 8999 1199
E
team@incorpadvisory.au
W
incorpadvisory.au
To the members of Pancontinental Energy NL
Opinion
We have audited the financial report of Pancontinental Energy NL (“the
Company”) and its controlled entities (“the Group”), 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 a summary of material accounting
policy information, the consolidated entity disclosure statement and the
Directors’ Declaration.
In our opinion, the financial report of the Group is in accordance with the
Corporations Act 2001, including:
a)
giving a true and fair view of the Group’s financial position as at 30
June 2024 and of its performance for the year ended on that date;
and
b)
complying with Australian Accounting Standards and Corporations
Regulations 2001
PANCONTINENTAL ENERGY NL
INDEPENDENT AUDITOR’S REPORT
Basis for Opinion
We conducted our audit in accordance with Australian Auditing
Standards. Our responsibilities under those standards are further
described in the Auditor’s Responsibilities for the Audit of the Financial
Report section of our report.
We are independent of the Group in accordance with the ethical
requirements of the Accounting Professional and Ethical Standards
Board’s APES 110 Code of Ethics for Professional Accountants
(including Independence Standards) (“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
confirm
that
the
independence
declaration
required
by
the
Corporations Act 2001, which has been given to the directors of the
Group, would be in the same terms if given to the directors as at the
time of this auditor’s report.
We believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our opinion.
Liability limited by a scheme approved under Professional Standards Legislation
69
PANCONTINENTAL ENERGY NL
INDEPENDENT AUDITOR’S REPORT (continued)
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.
How our Audit Addressed the Key Audit
Matter
Key Audit Matter - Exploration and
Evaluation Expenditure
Our
procedures
in
relation
to
capitalised
exploration and evaluation expenditure included,
but were not limited to:
•
Reviewing
the
ownership
rights
to
the
tenements against which the expenditure is
capitalised, their expiry dates, and where
required if the expenditure commitments
were met;
•
Assessing
the
reasonableness
of
capitalising
exploration
and
evaluation
expenditure in accordance with AASB 6
Exploration
and
Evaluation
of
Mineral
Resources;
•
Testing
a
sample
of
exploration
and
evaluation expenditure items to supporting
documentation to ensure they were bona
fide payments;
•
Assessing
the
reasonableness
of
management’s
assessment
for
the
existence of impairment indicators; and
•
Reviewing
the
appropriateness
of
the
related disclosures
in the
notes
to the
financial statements.
Exploration and Evaluation Expenditure
As
disclosed
in
Note
7
to
the
financial
statements, the carrying value of the capitalised
exploration
and
evaluation
expenditure
is
$4,683,348 which represents
51% of all assets
of the Group.
We
consider
capitalised
exploration
and
evaluation expenditure to be a key audit matter
due to:
•
the materiality of the balance;
•
the
high
level
of
judgement
involved
in
assessing
whether expenditure
meets
the
capitalisation requirements in accordance with
AASB 6 Exploration and Evaluation of Mineral
Resources;
•
the
high
level
of
judgement
involved
in
assessing the carrying value of the exploration
expenditure and whether an impairment may
be required; and
•
the
significance
of
the
balance
to
the
shareholders.
70
PANCONTINENTAL ENERGY NL
INDEPENDENT AUDITOR’S REPORT (continued)
Responsibilities of the Directors for the Financial Report
The directors of the Company are responsible for the preparation of:
a)
the financial report (other than the consolidated entity disclosure statement) that gives a true and
fair view in accordance with Australian Accounting Standards and the Corporations Act 2001; and
b)
the consolidated entity disclosure statement that is true and correct in accordance with the
Corporations Act 2001, and
for such internal control as the director determine is necessary to enable the preparation of:
i.
the financial report (other than the consolidated entity disclosure statement) that gives a true and
fair view and is free from material misstatement, whether due to fraud or error; and
ii.
the consolidated entity disclosure statement that is true and correct and is free of misstatement,
whether due to fraud or error.
In preparing the financial report, the directors are responsible for assessing the Group’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 director either intends to liquidate the Group or to cease
operations, or have no realistic alternative but to do so.
Other Information
The directors are responsible for the other information. The other information comprises the
information included in the Group’s annual report for the year ended 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.
71
PANCONTINENTAL ENERGY NL
INDEPENDENT AUDITOR’S REPORT (continued)
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 section 300A of the Corporations Act 2001. Our responsibility
is to express an opinion on the Remuneration Report, based on our audit conducted in accordance
with Australian Auditing Standards.
Opinion
In our opinion the Remuneration Report of Pancontinental Energy NL, for the year ended 30 June
2024, complies with section 300A of the Corporations Act 2001.
In.Corp Audit & Assurance Pty Ltd
Volha Romanchik
Director
30 September 2024
Auditor’s Responsibilities for the Audit of the Financial Report
Our objectives are to obtain reasonable assurance about whether the financial report as a whole is
free from material misstatement, whether due to fraud or error; and to issue an auditor’s report that
includes our opinion.
Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in
accordance with Australian Auditing Standards will always detect a material misstatement when it
exists. Misstatements can arise from fraud or error and are considered material if, individually or in the
aggregate, they could reasonably be expected to influence the economic decisions of users taken on
the basis of this financial report.
A further description of our responsibilities for the audit of the financial report is located at the Auditing
and Assurance Standards Board website at:
https://www.auasb.gov.au/auditors_responsibilities/ar1.pdf. This description forms part of our auditor’s
report.
72
ASX Additional Information
Additional information required by the ASX Ltd and not shown elsewhere in this report is as follows.
The information is current as at 30 September 2024.
(a) Distribution of equity securities
The number of shareholders, by size of holding, in each class of share are:
Ordinary shares
Number of holders
Number of shares
1
- 1,000
433
98,554
1,001
- 5,000
252
831,156
5,001
- 10,000
272
2,288,224
10,001
- 100,000
1,739
86,814,675
100,001
and over
2,934
8,041,553,257
5,630
8,131,585,866
The number of shareholders holding less than a marketable
parcel of shares are:
1,605
17,113,576
(b) Twenty largest Shareholders
The names of the twenty largest holders of quoted shares are:
Listed ordinary shares
Number of
shares
Percentage of
ordinary
shares
1
EST MR HENRY DAVID KENNEDY
658,824,491
8.10%
2
PERTH SELECT SEAFOODS PTY LTD
462,000,000
5.68%
3
CITICORP NOMINEES PTY LIMITED
424,649,141
5.22%
4
SOUDURE S/F PTY LTD
357,000,000
4.39%
5
BNP PARIBAS
260,974,541
3.21%
6
ROY BARRY RUSHWORTH
146,335,610
1.80%
7
BNP PARIBAS NOMINEES PTY LTD
129,055,845
1.59%
8
MRS SUSAN GAYE BOAS
106,000,000
1.30%
9
HSBC CUSTODY NOMINEES
100,904,762
1.24%
10
MR VICTOR LORUSSO
100,000,000
1.23%
11
MR SCOTT ROBERT WEIR
80,000,000
0.98%
12
MSI 888 PTY LTD
66,000,000
0.81%
13
AMIDOR INVESTMENTS PTY LTD
60,000,000
0.74%
14
BUDWORTH CAPITAL PTY LTD
59,500,000
0.73%
15
CORD INVESTMENTS PTY LTD
51,500,000
0.63%
16
INKJAR PTY LTD
50,000,000
0.61%
16
OLD BLOOD AND GUTS PTY LTD
50,000,000
0.61%
16
OLD BLOOD AND GUTS PTY LTD
50,000,000
0.61%
16
BOND STREET CUSTODIANS LIMITED
50,000,000
0.61%
16
CORD INVESTMENTS PTY LTD
50,000,000
0.61%
16
GREENSEA INVESTMENTS PTY LTD
50,000,000
0.61%
17
MR JAMES WERNER REIMERS
45,000,000
0.55%
18
MR DAVID TATTERSFIELD
40,007,105
0.49%
19
MR JOSEPH WALKER TATTERSFIELD
40,007,103
0.49%
20
CHALEYER HOLDINGS PTY LTD
40,000,000
0.49%
73
ASX Additional Information
20
MR REGINALD STANLEY ORMOND HOLT
40,000,000
0.49%
3,567,758,598
43.82%
(c) Voting rights
All ordinary shares (whether fully paid or not) carry one vote per share without restriction.
(d) Substantial Shareholders
Number of
Shares
The details of Substantial Shareholders are set out below:
Sundowner International Limited
Perth Select Seafoods Pty Ltd
Crescent Nominees Limited
411,768,269
330,000,000
254,021,311
(e) Permit Schedule
Permits and Licence Interests
Permit reference
Interest
Petroleum prospects
Namibia
PEL 87
75%
Australia
ATP 920
earning 20%
Australia
ATP 924
earning 25%
74
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45 Ventnor Avenue,
West Perth WA 6005
Telephone:
+61 8 6363 7090
Facsimile:
+61 8 6363 7099