Pancontinental Oil & Gas NL : Full Year Statutory Accounts

FULL YEAR STATUTORY ACCOUNTS 2019

Directors' Report

The Directors of Pancontinental Oil & Gas NL ("Pancontinental" or the "Company") submit their report for the year ended 30 June 2019.

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

Henry David Kennedy MA (Geology), SEG (Non-Executive Chairman)

Mr Kennedy is a Geologist with a long history in Australian and New Zealand oil and gas companies. During his time as a technical director he was instrumental in the formation and development of a number of successful listed companies. These companies were involved in numerous discoveries in Western Australia and New Zealand. At Pancontinental, Mr Kennedy has used his wide knowledge base to assist with the strategic direction of the company. Mr Kennedy has been a director of Pancontinental since August 1999.

Mr Kennedy is currently a Non-Executive Director of Norwest Energy NL (since April 1997).

Ernest Anthony Myers CPA (CEO & Executive Director)

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 and Chief Executive Officer in November 2018.

Mr Myers is currently also Non-Executive Chairman of Norwest Energy NL (since November 2018).

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.

Mr Rushworth has been a director of Pancontinental since August 2005.

Directors' Report

Marie Michele Malaxos BE, Dip Bus, GAICD (Non-Executive Director)

Ms Malaxos has been a professional executive in the resources sector for over 25 years, with involvement in all aspects of the development and operation of oil and gas fields including commercial and budget control, technical management and approval, stakeholder liaison, environmental management, health and safety management and assessment of assets for sale and purchase.

Ms Malaxos was appointed to the Board of Pancontinental Oil & Gas NL as a Non- Executive Director in July 2017.

Vesna Petrovic, BComm, CPA (Executive Director & Company Secretary)

Mrs 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 Mrs Petrovic a base from which to contribute to the accounting and governance functions at Pancontinental.

Mrs 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.

FORMER DIRECTOR

John Douglas Begg BSc

Mr Begg joined the Board as Executive Director and Chief Executive Officer in July 2017, Non-Executive Director in October 2018 and resigned in August 2019.

Directors' Report

DIRECTORS' INTERESTS

The relevant interest of each Director in the shares and options of the Company as at 30 June 2019 is as follows:

		Options over
	Ordinary Shares	Ordinary Shares
Henry David Kennedy	411,768,269	-
Ernest Anthony Myers	2,900,715	20,000,000
Vesna Petrovic	-	20,000,000
Roy Barry Rushworth	134,335,610	20,000,000
Marie Michele Malaxos	39,000,000	78,926,829
John Douglas Begg (resigned 5 August 2019)	192,200,026	91,853,660

DIRECTORS' MEETINGS

The numbers of meetings of Directors (including meetings of committees of Directors) held during the year and the number of meetings attended by each Director were as follows:

	Directors'
	Meetings
Number of meetings held:	5
Number of meetings attended:
Henry David Kennedy	5
Ernest Anthony Myers	5
Vesna Petrovic	5
Roy Barry Rushworth	5
Marie Michele Malaxos	5
John Douglas Begg (resigned 5 August 2019)	5

Notes

The Directors discussed and agreed various matters throughout the financial year which were resolved by circular resolution; 9 matters were dealt with in such a manner during the year.

Directors' Report

CORPORATE INFORMATION

Corporate structure

Pancontinental Oil & Gas NL (ACN 003 029 543) is a no liability company incorporated and domiciled in Australia. The Company's registered office is at Level 1, 10 Ord Street, 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 oil and gas.

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 (loss) per share
Basic earnings (loss) per share	(0.03)
Diluted earnings (loss) per share	(0.03)

The main contributing factor to the Earnings per Share result this financial year was the write off of exploration carrying balances and proceeds received on sale of investments.

Employees

The consolidated entity had three (3) employees as at 30 June 2019, (2018: two (2)). The consolidated entity employs the services of specialised consultants where and when needed.

OPERATING AND FINANCIAL REVIEW

Projects

Namibia PEL 87 - Offshore [75% interest]

Pancontinental has held the PEL 87 licence for less than two years and within that time has fast-tracked an exploration programme which has yielded impressive results to date. The Petroleum Agreement is over a large, offshore exploration area in the Orange Basin. Pancontinental is the project Operator, with a 75% interest.

The Company has focused its resources on working up the oil potential of this area and has already spent over US $1 million on seismic data acquisition alone. The largest of the prospective Plays identified so far is a Cretaceous (Late Aptian) turbidite fan system known as the "Saturn Superfan". This fan system is interpreted to contain a number of individual Leads whilst also having the potential to be one, vast, single oil trap due to the structure being overlaid by sealing shale.

The oil potential in the licence area has been independently assessed and Pancontinental is currently seeking farminees for an accelerated 3D seismic and drilling programme.

Namibia PEL 37 - Offshore [20% interest]

Pancontinental holds a 20% interest in the PEL 37 project through an interest (66.67%) in subsidiary Pancontinental Namibia Pty Ltd. During the previous financial year, Africa Energy Corp. committed to an investment of US $7.7 million in Pancontinental Namibia Pty Ltd for a 33.33% shareholding, equating to 10% of PEL 37. US $2.2 million was received at the close of the transaction with the balance of US $5.5 million received at the spud of the Cormorant-1 well in September 2018. The total investment of US $7.7 million equates to AU $10 million.