RM 16076 ELK Petroleum AR16 Financials Finalweb
RM 16076 ELK Petroleum AR16 Financials Finalweb
RM 16076 ELK Petroleum AR16 Financials Finalweb
CONTENTS
Directors’ Report 01
Auditor’s Independence Declaration 20
Statement of Profit or Loss and Other Comprehensive Income 22
Statement of Financial Position 23
Statement of Changes in Equity 24
Statement of Cash Flows 25
Notes to the Financial Statements 26
Directors’ Declaration 63
Independent Auditor’s Report to the members of Elk Petroleum Ltd 64
Shareholders Information 66
Corporate Directory IBC
ANNUAL REPORT 2016 01
DIRECTORS’ REPORT
The Directors present their report, together with the financial statements, on the consolidated entity (referred to hereafter as the ‘Group’)
consisting of Elk Petroleum Ltd (referred to hereafter as the ‘Company’ or ‘parent entity’) and the entities it controlled at the end of, or during,
the year ended 30 June 2016.
DIRECTORS
The following persons were Directors of Elk Petroleum Ltd during the whole of the financial year and up to the date of this report, unless
otherwise stated:
Neale Taylor (Chairman)
Bradley Lingo (Managing Director) (appointed 1 August 2015)
Russell Krause
Matthew Healy
Tim Hargreaves
PRINCIPAL ACTIVITIES
The Company specialises in developing enhanced oil recovery (“EOR”) projects. During the year the principal activities of the Company
consisted of the development of a CO2 EOR project at the Grieve oil field in Wyoming, USA, continuation of operations at the Singleton Unit in
Nebraska in anticipation of future implementation of an EOR project in the Singleton Unit and the acquisition of the Singleton South oil field
in Nebraska focusing on development of potential by-passed oil pool on the southern flank of the Singleton Unit. The Grieve CO2 EOR project
is operated by Denbury Onshore LLC and current operations are focused on development of facilities and on CO2 and water injection to re-
pressure the Grieve field prior to commencing first oil production.
REVIEW OF OPERATIONS
The loss for the Group after providing for income tax amounted to $7,168,313 (30 June 2015: $3,645,970). The loss reflects the Company’s
increased corporate activities over the year as set out in the financial review (section f ) below.
Operations review
During the 2015-2016 financial year, the Company has continued development and assessment of four main projects.
a. Grieve Field, Elk 49% (from 35% as at 30 June 2016), and Denbury Operator 51% (from 65% as at 30 June 2016)
As reported in last year’s annual report Elk having dismissed the lawsuit with Denbury started the new year in extensive mutually agreed good
faith negotiations with our Joint Venture Partner. Considerable efforts during the year resulted in negotiations being completed and simultaneous
agreements signed early in the new financial year (August 5th 2016), closing both the Joint Venture restructure with Denbury, Elk moving from
a 35% to a 49% interest and the associated implementation of senior debt financing with Benefit Street Partners. Benefit Street Partners having
provided Elk with a US$58 million senior debt loan facility to be used in connection with the Grieve Project JV restructuring and project funding.
This restructure of the Grieve Joint Venture delivered a 51% increase in Elk net 2P Reserves to 5.3 MMbbls during FY 2015-16.
To maintain project delivery schedules during negotiations on the development of the Grieve CO2 EOR Project, for first oil, during the financial
year prior to completing the Joint Venture restructure, Elk already funded US$2 million as part of its US$55 million total commitment to the
Grieve JV Project. Elk’s remaining contribution commitments will be made over the next 18 months. First production from the Grieve enhanced
oil recovery project is targeted for the last quarter of 2017. Subsequent progress payments will comprise of both debt and equity contributions
and will continue under a fixed price turnkey contract between Elk and Denbury, with a milestone payments process overseen and verified
by an independent third party engineer. The remaining major engineering works to be completed on Grieve being the oil processing and CO2
recompression facilities works.
The CO2 enhanced oil recovery redevelopment plan for the Grieve Project is based on restoring the field’s original pre-production reservoir
pressure of approximately 3,000-3,100 PSI before commencing oil production. This eliminates the need to install artificial lift pumping
(Beam Pumps or ‘Nodding Donkeys’) to produce oil to surface, thereby reducing production well capital and operating expenditure.
Under the proposed development plan, all of the CO2 produced is recycled and injected back into the field to recover more of the remaining oil.
Ultimately at the end of Grieve field life the CO2 can be left in the fully depleted oil reservoirs or potentially reused on other CO2 EOR candidate
fields in the region, as the transmission infrastructure will already be in place.
Injection of CO2 and water has been undertaken on the Grieve Field since mid-2015 and field repressurisation is on schedule. As a result, a
milestone has been achieved in the Field with field pressure increasing above minimum miscible pressure of 2256 PSI (minimum miscible
pressure being the point when CO2 becomes miscible in oil) and downhole surveys in April 2016 indicated a downhole pressure of 2504 PSI.
At minimum miscible pressure CO2 begins to dissolve into the oil in the reservoir causing the oil to swell and reducing its viscosity. As the
pressure further increases through the continued injection of CO2, this enables the CO2 to displace the remaining oil from the rock pores in the
reservoir, pushing it towards production wells in the field. Reaching minimum miscible pressure is a key milestone in any successful miscible
CO2 enhanced oil recovery project. The Company believes that based on the current repressurisation and CO2 injection plan, Grieve Project
production is possible in Q4 2017. With Denbury supplying and covering the full cost of CO2 required to reach facility start-up and projected
point of positive operating cash flow.
02 ELK PETROLEUM LTD
DIRECTORS’ REPORT
DIRECTORS’ REPORT
The Company executed final binding agreements and completed the restructure of the Grieve Project JV with Denbury on Thursday 4 August
2016 Central Daylight Time (“CDT”) in Dallas, Texas. The key terms of the completion of the restructure of the Grieve CO2 EOR Project joint
venture between Elk and Denbury are:
• Elk’s working interest in Grieve Project increases to 49% with the right to receive 70% of the net operating cash flow from the first 2 million
barrels of production;
• Denbury remains the Operator of the Grieve Project JV and provides a firm commitment to complete the Grieve CO2 EOR Project
development pursuant to a fixed price turnkey contract containing a detailed field development and execution plan and detailed
completion milestones;
• Under the fixed price turnkey contract, Elk will fund US$55 million to complete the development of the Grieve Project with Denbury to cover
any cost overruns;
• Denbury will supply and cover full cost of CO2 to be injected into the Grieve field required to reach first oil production and any additional CO2
up to 82 BCF will be provided on advantageous commercial terms at Denbury’s cost of CO2;
• All of the oil production from the Grieve Project will be shipped via Elk’s 100%-owned and operated Grieve Oil Pipeline under a binding long-
term regulated pipeline tariff at a haulage charge of US$3.00 per barrel;
• Denbury has transferred to Elk a 49% interest in any Grieve Project assets with an estimated value of approximately US$60 million;
• Denbury will forego recovery from Elk 100% of Grieve Project funding indebtedness with an estimated amount of US$20 million associated
with the prior joint venture funding arrangements; and
• Elk and Denbury have entered into a binding settlement agreement under which all prior claims arising out of the original Grieve Project JV
arrangements will be released including legal claims included in the civil lawsuit which the parties previously withdrew pending negotiating
a commercial settlement (see ASX announcement 16 July 2015).
The Company completed closing a senior term loan facility with Benefit Street Partners (“BSP”) for US$58 million for the Grieve Project JV
restructure on Friday 5 August 2016 evening Dallas, Texas local time.
Funds under the Term Loan facility with BSP can only be used to fund the US$ 55 million in field development expenditures committed to by
Elk as part of the Grieve JV restructure, minor upgrades to Elk’s 100% owned Grieve oil pipeline and associated costs. Funds under the Term Loan
facility are immediately available for this purpose.
In conjunction with putting in place the Term Loan facility the Company has implemented a significant oil price hedging program to underwrite
a strong oil price going forward for the Grieve Project. Under this program the Company has purchased US$45/bbl put options for 75% of its
share of forecast oil production from the Grieve Project during in calendar year 2017 and 2018. The put options create a US$45/bbl floor price
for the hedged volumes, but do not limit the oil price upside for the project.
The Company launched an entitlement offer on 3 June 2016, and on 27 June 2016 issued approximately 261.6 million new fully paid ordinary
shares at $0.075 per share to raise $19.6 million (before costs). In August and September 2016 Elk issued approximately 146.5 million shares
priced at $0.075 per share (“Shortfall Shares”) to sophisticated investors and institutional investors new to the Elk register to raise an additional
$11 million.
Also subsequent to year, the following changes were made to the Group structure:
Ownership interest
Principal place of
business/Country Current 2016
Name of incorporation % %
Elk Petroleum Inc. LLC USA 100.00 100.00
Grieve Pipeline LLC* USA 100.00 100.00
North Grieve LLC* USA 100.00 100.00
Natrona Pipeline LLC* USA Ceased 100.00
Elk Operating Company LLC* USA 100.00 100.00
Elk Grieve Project LLC* USA 100.00 100.00
Singleton EOR Project LLC* USA 100.00 100.00
No other matter or circumstance has arisen since 30 June 2016 that has significantly affected, or may significantly affect the Group’s operations,
the results of those operations, or the Group’s state of affairs in future financial years.
ANNUAL REPORT 2016 05
ENVIRONMENTAL REGULATION
The consolidated entity’s operations are subject to certain laws regarding environmental matters and discharge of hazardous waste materials.
The consolidated entity conducts its activities in an environmentally responsible manner in accordance with all applicable laws and regulations.
The directors are not aware of any breaches in relation to environmental matters.
INFORMATION ON DIRECTORS
Name: Neale Taylor
Title: Non-Executive Director and Chairman
Experience and expertise: Dr Taylor has extensive technical, operating and commercial experience in oil and gas exploration and
production with Esso Australia, Nexus Energy, and Cambrian Oil & Gas Plc. He is a former non-executive director
of Terra Gas Trader, former non-executive chairman of Tap Oil, a former managing director of Cambrian Oil &
Gas Plc and director of various subsidiaries of Xtract Energy Plc. He is a member of the Society of Petroleum
Engineers and a Fellow of the Australian Institute of Company Directors.
Other current directorships: None
Former directorships None
(last 3 years):
Special responsibilities: Member of the audit committee
Interests in shares: 1,129,771 shares
Interests in options: 50,000 $0.25 22 July 2017 listed options
Interests in rights: 406,731 performance rights, 180,000 retention rights
Name: Bradley Lingo (appointed 1 August 2015)
Title: Managing Director and Chief Executive Officer
Experience and expertise: Mr Lingo is an experienced international resource & energy executive with a proven track record of successfully
of building companies in the upstream and midstream oil & gas energy sectors. Mr Lingo held previous
roles in business development, new ventures, mergers and acquisitions and corporate finance with Tenneco
Energy and El Paso Corporation in the US and Australia, and Senior Vice President and Head of Oil & Gas at
the Commonwealth Bank of Australia. More recently Mr Lingo was Managing Director and CEO of Drillsearch
Energy Limited, where he oversaw more than an eight-fold increase in share price and market cap over a period
of six years, helping build that company into one of Australia’s leading onshore oil and gas producers. Mr Lingo’s
skills include leadership, ability to build market confidence, financial and technical skills, organisation building,
business development and funding capability, and entrepreneurship. His experience also includes equity
and debt capital raising, project and transaction financing and structuring to achieve attractive financial, tax,
accounting and legal treatment for complex commercial, project and financing transactions, similar to Elk’s
current needs.
Other current directorships: Oilex Pty Ltd
Former directorships Drillsearch Energy Limited, Mont Dór Petroleum Limited, Ambassador Energy Limited, Acer Energy Limited
(last 3 years):
Special responsibilities: Member of the risk committee and remuneration committee
Interests in shares: 13,173,836 shares
06 ELK PETROLEUM LTD
DIRECTORS’ REPORT
EXECUTIVES
The names and details of the Company’s Executive and Company Secretaries of Elk Petroleum in office during the financial year and until the
date of this report are as follows. Secretaries were in office for this entire period unless otherwise stated.
Alexander Hunter – CFO, Sydney (appointed 11 April 2016)
Mr Hunter has over ten years’ experience in resources sector M&A and capital raising, and previously worked for ten years in construction and
infrastructure project management. Alex was most recently General Manager Business Development at Drillsearch Energy where he helped to
rationalise and grow the business leading various successful takeovers, divestments and capital raisings. He holds an MBA from University of
Southern California Marshall School of Business, a Bachelor of Engineering, and postgraduate qualifications in corporate finance and business law.
David Evans – COO, Sydney (appointed 1 May 2016)
Mr Evans is a geologist with 30 years upstream global oil & gas development, production and exploration experience, with significant exposure
to Brownfield redevelopments and EOR projects. He joins Elk Petroleum from the former Drillsearch where over a 6-year period he held the
positions of Chief Technical Officer and Acting Chief Operating Officer.
David Franks – B.Ec, CA, F Fin, JP Joint Company Secretary
Mr Franks has 20 years in finance and accounting, initially qualifying with PricewaterhouseCoopers (formerly Price Waterhouse) in their Business
Services and Corporate Finance Divisions, Mr Franks has been CFO, Company Secretary and/or Director for numerous ASX listed and unlisted
public and private companies, in a range of industries covering energy retailing, transport, financial services, mineral exploration, technology,
automotive, software development and healthcare.
Current directorships: JCurve Solutions Limited.
Andrew Bursill – B. Agr. Ec, CA Joint Company Secretary
Mr Bursill qualified with PricewaterhouseCoopers then began his career as an outsourced CFO and Company Secretary in 1998. Mr Bursill has been
CFO, Company Secretary and/or director for numerous ASX listed, unlisted public and private companies, in a range of industries covering mineral
exploration, oil and gas exploration, biotechnology, technology, medical devices, retail, venture capital and wine manufacture and distribution.
Current directorships: Argonaut Resources Limited and ShareRoot Limited.
J. Scott Hornafius – President, Denver
Dr Hornafius has 32 years of exploration, technical, management and funding experience in the oil and gas industry including 16 years with
Mobil in the USA, PNG and UK before founding MegaEnergy in 2000. As President of Mega Energy he developed a 100,000 acre position over
the Marcellus shale gas play in the Appalachian Basin which was ultimately divested for over $100 million.
MEETINGS OF DIRECTORS
The number of meetings of the Company’s Board of Directors (‘the Board’) and of each Board committee held during the year ended 30 June
2016, and the number of meetings attended by each director were:
Held: represents the number of meetings held during the time the director held office or was a member of the relevant committee.
* Appointed 1 August 2015
There were no separate risk committee meetings held during the year.
08 ELK PETROLEUM LTD
DIRECTORS’ REPORT
DIRECTORS’ REPORT
Details of remuneration
Amounts of remuneration
Details of the remuneration of key management personnel of the Group are set out in the following tables.
The key management personnel of the Group consisted of the following directors of Elk Petroleum Ltd:
• Neale Taylor
• Matthew Healy
• Russell Krause
• Tim Hargreaves
• Bradley Lingo (appointed 1 August 2015)
And the following persons:
• Alex Hunter – Chief Financial Officer, Sydney
• David Evans – Chief Operating Officer, Sydney
• Scott Hornafius – President of Elk’s subsidiaries in Denver, US
• David Franks and Andrew Bursill – Joint Company Secretaries
Post-
employment Long-term Share-based
Short-term benefits benefits benefits payments
Director/KMP Cash Super- Long service Equity-
fees bonus Other annuation leave settled Total
2016 $ $ $ $ $ $ $
Non-Executive Directors:
N. Taylor1 135,000 – 1,000 15,000 – 16,342 167,342
M. Healy 67,500 – – – – 467 67,967
R. Krause 45,000 – – – – – 45,000
T. Hargreaves 45,000 – – – – – 45,000
Executive Directors:
B. Lingo* 297,976 146,765 – 22,858 – 50,235 517,834
1. Excludes consultancy fees paid to entity related to N. Taylor, refer to Note 29, related party transactions.
2. D. Franks and A. Bursill company secretary services are paid to Franks & Associates Pty Ltd, a company in which they are a director and principal
respectively. Franks & Associates Pty Ltd were paid $227,455 (2015: $168,766), excluding GST and out-of-pocket expenses, during the year.
ANNUAL REPORT 2016 11
Post-
employment Long-term Share-based
Short-term benefits benefits benefits payments
Director/KMP Base salary Super- Long service Equity-
fees and fees Other annuation leave settled Total
2015 $ $ $ $ $ $ $
Non-Executive Directors:
N. Taylor 114,920 164,545 1,000 20,080 – 24,530 325,075
M. Healy 63,750 – 1,000 – – 467 65,217
R. Krause* 13,125 – – – – – 13,125
T. Hargreaves** 6,544 – – – – – 6,544
T. Strasser*** 47,251 – 1,000 4,374 – 4,298 56,923
B. Smith**** 34,379 – – 3,184 – 4,313 41,876
Executive Directors:
R. Cook**** 36,563 – – – – 17,116 53,679
DIRECTORS’ REPORT
The proportion of remuneration linked to performance and the fixed proportion are as follows:
Executive Directors:
R. Cook4 – 68% – – – 32%
B. Lingo 5
62% – 28% – 10% –
Service agreements
Managing Director (MD) and Chief Executive Officer (CEO) – Bradley Lingo (effective 1 August 2015)
From 1 August 2015, Mr Lingo commenced employment as Managing Director (MD) and Chief Executive Officer (CEO) under an executive
employment agreement until 30 June 2018. The term can be extended for a further year by mutual agreement in writing one year ahead of
expiry of the term. Mr Lingo may resign from his position and thus terminate his contract at any time by giving six months written notice.
The Company may terminate his employment agreement by providing six months written notice or providing payment in lieu of the notice
period. The Company may terminate the contract at any time without notice if serious misconduct has occurred. The contract provides for
Mr Lingo to participate in the Company’s retention rights based on length of service under the EIR Plan. In addition, Mr Lingo is entitled to
additional awards in cash or shares for securing additional funding and to retention rights based on the Company’s growth in reserves and
production. All awards are subject to shareholder approval, however, in the event shareholder approval is not obtained, the Company shall
pay the cash equivalent of a vested award’s value.
Mr Lingo’s base annual remuneration salary was initially set at $350,000, inclusive of superannuation contributions and subject to annual
adjustment. This has increased to $400,000 for the year ended 30 June 2017 further to the terms and conditions under the Service Agreement.
Chief Financial Officer (CFO) – Alexander Hunter (effective 11 April 2016)
From 11 April 2016, Mr Hunter commenced employment as Chief Financial Officer (CFO) under an executive employment agreement until
30 June 2019. The term can be extended by mutual agreement in writing one year ahead of expiry of the term. Mr Hunter may resign from
his position and thus terminate his contract at any time by giving three months written notice. The Company may terminate his employment
agreement by providing six months written notice or providing payment in lieu of the notice period. The Company may terminate the contract
at any time without notice if serious misconduct has occurred. Mr Hunter is entitled to additional awards in cash or shares based on the
Company’s growth in reserves and production. All awards are subject to shareholder approval, however, in the event shareholder approval is
not obtained, the Company shall pay the cash equivalent of a vested award’s value.
Mr Hunter’s base annual remuneration salary is set at $300,000, inclusive of superannuation contributions and subject to annual adjustment.
ANNUAL REPORT 2016 13
Share-based compensation
Issue of shares
Details of shares issued to directors and other key management personnel as part of compensation during the year ended 30 June 2016 are set
out below:
Options
There were no options over ordinary shares issued to directors and other key management personnel as part of compensation that were
outstanding as at 30 June 2016.
There were no options over ordinary shares granted to or vested by directors and other key management personnel as part of compensation
during the year ended 30 June 2016.
Performance rights
The terms and conditions of each grant of performance rights over ordinary shares affecting remuneration of directors and other key
management personnel in this financial year or future reporting years are as follows:
Fair value
Vesting date and per right at
Grant date exercisable date Expiry date grant date
13/08/2013 30/06/2016 30/06/2016 $0.032
30/11/2013 30/06/2016 30/06/2016 $0.030
30/11/2013 30/06/2016 30/06/2016 $0.045
30/11/2013 30/06/2017 30/06/2017 $0.022
30/11/2013 30/06/2018 30/06/2018 $0.007
05/09/2014 30/06/2017 30/06/2017 $0.020
18/12/2014 30/06/2017 30/06/2017 $0.002
30/06/2016 30/06/2018 30/06/2018 $0.049
DIRECTORS’ REPORT
Details of performance rights over ordinary shares granted and vested for directors and other key management personnel as part of
compensation during the year ended 30 June 2016 are set out below:
Value of Value of
Number of rights rights
rights granted vested
Name Grant date Vesting date granted $ $
N. Taylor* 30/06/2016 30/06/2018 280,000 13,832 –
M. Healy* 30/06/2016 30/06/2018 40,000 1,976 –
R. Krause* 30/06/2016 30/06/2018 40,000 1,976 –
T. Hargreaves* 30/06/2016 30/06/2018 40,000 1,976 –
S. Hornafius 30/06/2016 30/06/2018 400,000 19,760 –
D. Franks 30/06/2016 30/06/2018 250,000 12,350 –
* These rights were issued under the Shareholder approved NEDA Plan, where approval had been sought under ASX Listing Rule 10.14.
Retention rights
The terms and conditions of each grant of retention rights over ordinary shares affecting remuneration of directors and other key management
personnel in this financial year or future reporting years are as follows:
Fair value
Vesting date and Share price target per right at
Grant date exercisable date Expiry date for vesting grant date
13/08/2013 30/06/2016 30/06/2016 $0.000 $0.080
18/12/2014 30/06/2017 30/06/2017 $0.000 $0.020
30/06/2016 30/06/2018 30/06/2018 $0.000 $0.082
* All these rights were issued under the Shareholder approved NEDA Plan, where approval had been sought under ASX Listing Rule 10.14.
ANNUAL REPORT 2016 15
Additional information
The earnings of the Group for the five years to 30 June 2016 are summarised below:
The factors that are considered to affect total shareholders return (‘TSR’) are summarised below:
DIRECTORS’ REPORT
Option holding
The number of options over ordinary shares in the Company held during the financial year by each director and other members of key
management personnel of the Group, including their related parties, is set out below:
DIRECTORS’ REPORT
Number
Grant date Expiry date Exercise price under option
23/07/2014 22/07/2017 $0.250 125,000
23/07/2014 22/07/2017 $0.250 2,600,000
29/07/2014 22/07/2017 $0.250 12,950,000
05/09/2014 22/07/2017 $0.250 7,000,000
01/04/2016 31/03/2018 $0.075 1,333,333
24,008,333
No person entitled to exercise the options had or has any right by virtue of the option to participate in any share issue of the Company or of any
other body corporate.
Number
Grant date Expiry date Exercise price under rights
30/11/2013 30/06/2017 $0.000 2,000,000
30/11/2013 30/06/2018 $0.000 2,000,000
05/09/2014 30/06/2017 $0.000 2,706,388
18/12/2014 30/06/2017 $0.000 126,731
30/06/2016 30/06/2018 $0.000 1,810,000
8,643,119
No person entitled to exercise the performance rights had or has any right by virtue of the performance right to participate in any share issue of
the Company or of any other body corporate.
Number
Grant date Expiry date Exercise price under rights
05/09/2014 30/06/2017 $0.000 510,000
18/12/2014 30/06/2017 $0.000 226,286
30/06/2016 30/06/2018 $0.000 195,000
931,286
No person entitled to exercise the retention rights had or has any right by virtue of the retention right to participate in any share issue of the
Company or of any other body corporate.
Number of
Date retention rights granted Exercise price shares issued
13/08/2013 $0.000 25,750
NON-AUDIT SERVICES
There were no non-audit services provided during the financial year by the auditor.
OFFICERS OF THE COMPANY WHO ARE FORMER PARTNERS OF BDO EAST COAST PARTNERSHIP
There are no officers of the Company who are former partners of BDO East Coast Partnership.
AUDITOR
BDO East Coast Partnership continues in office in accordance with section 327 of the Corporations Act 2001.
This report is made in accordance with a resolution of directors, pursuant to section 298(2)(a) of the Corporations Act 2001.
On behalf of the directors
Neale Taylor
Chairman
28 September 2016
Sydney
20 ELK PETROLEUM LTD
As lead auditor of Elk Petroleum Limited for the year ended 30 June 2016, I declare that, to the best of
my knowledge and belief, there have been:
1. No contraventions of the auditor independence requirements of the Corporations Act 2001 in
relation to the audit; and
2. No contraventions of any applicable code of professional conduct in relation to the audit.
This declaration is in respect of Elk Petroleum Limited and the entities it controlled during the period.
Gareth Few
Partner
BDO East Coast Partnership ABN 83 236 985 726 is a member of a national association of independent entities which are all members of BDO Australia Ltd
ABN 77 050 110 275, an Australian company limited by guarantee. BDO East Coast Partnership and BDO Australia Ltd are members of BDO International Ltd,
a UK company limited by guarantee, and form part of the international BDO network of independent member firms. Liability limited by a scheme approved
under Professional Standards Legislation, other than for the acts or omissions of financial services licensees.
ANNUAL REPORT 2016 21
CONTENTS
GENERAL INFORMATION
The financial statements cover Elk Petroleum Ltd as a group consisting of Elk Petroleum Ltd and the entities it controlled at the end of, or during,
the year. The financial statements are presented in Australian dollars, which is Elk Petroleum Ltd’s functional and presentation currency.
Elk Petroleum Ltd is a listed public company limited by shares, incorporated and domiciled in Australia. Its registered office and principal place
of business are:
A description of the nature of the consolidated entity’s operations and its principal activities are included in the notes to the financial
statements.
The financial statements were authorised for issue, in accordance with a resolution of directors, on 28 September 2016.
22 ELK PETROLEUM LTD
Expenses
Cost of sales (316,666) (263,582)
Professional and corporate services 5 (1,453,158) (1,019,422)
Administrative expenses 5 (936,477) (347,425)
Directors and employees costs 5 (2,050,133) (1,346,307)
Other expenses 5 (1,980,669) (430,770)
Finance costs 5 (489,939) (280,753)
Loss after income tax expense for the year attributable to the owners of (7,168,313) (3,645,970)
Elk Petroleum Ltd
Other comprehensive income for the year, net of tax 43,164 892,763
Total comprehensive income for the year attributable to the owners of
Elk Petroleum Ltd (7,125,149) (2,753,207)
Cents Cents
Basic earnings per share 35 (2.72) (1.85)
Diluted earnings per share 35 (2.72) (1.85)
The above statement of profit or loss and other comprehensive income should be read in conjunction with the accompanying notes.
ANNUAL REPORT 2016 23
Non-current assets
Property, plant and equipment 10 158,335 26,145
Oil and gas properties – Grieve project 11 38,478,594 26,030,398
Oil and gas properties – South Singleton Field 12 332,455 –
Oil and gas properties – Singleton project 13 2,717,413 2,883,331
Other 14 239,159 39,190
Total non-current assets 41,925,956 28,979,064
Total assets 61,829,898 31,528,059
Liabilities
Current liabilities
Trade and other payables 15 13,565,264 4,376,790
Borrowings 16 4,245 3,585,360
Total current liabilities 13,569,509 7,962,150
Non-current liabilities
Borrowings – Denbury JV 17 21,607,955 18,930,906
Other financial liabilities 18 487,248
Provisions 19 3,380,956 3,216,439
Total non-current liabilities 25,476,159 22,147,345
Equity
Issued capital 20 66,082,643 37,761,520
Reserves 21 1,903,338 1,690,482
Accumulated losses (45,201,751) (38,033,438)
Total equity 22,784,230 1,418,564
The above statement of financial position should be read in conjunction with the accompanying notes.
24 ELK PETROLEUM LTD
Foreign Currency
Contributed Translation Option Accumulated
equity reserve reserve losses Total equity
Consolidated $ $ $ $ $
Balance at 1 July 2015 37,761,520 (397,566) 2,088,048 (38,033,438) 1,418,564
Loss after income tax expense for the year – – – (7,168,313) (7,168,313)
Other comprehensive income for the year,
net of tax – 43,164 – – 43,164
Total comprehensive income for the year – 43,164 – (7,168,313) (7,125,149)
The above statement of changes in equity should be read in conjunction with the accompanying notes.
ANNUAL REPORT 2016 25
Cash and cash equivalents at the end of the financial year 7 18,103,239 1,567,344
The above statement of cash flows should be read in conjunction with the accompanying notes.
26 ELK PETROLEUM LTD
Going concern
The Group incurred a loss for the year after tax of $7,168,313 (2015: $3,645,970) and a net cash out flow from operating activities of $4,285,551
(2015: $3,337,441). These outcomes reflect the Group’s pre-production development status on the Grieve CO2 EOR Project in Wyoming
and several early stage projects in Nebraska with material funding recently put in place. Profits are forecast to occur after the 2017/18 year.
The financial report has been prepared on the basis of a going concern but a number of short term sensitivities are noted, as described below.
Subsequent to year end the Company executed a US$58 million senior funding facility with Benefit Street Partners for the purpose of
funding a revised JV structure with Denbury for the development of the Grieve CO2 EOR Project and funding of project related Elk overheads.
The Company’s view based on operator project planning indicates that the Grieve CO2 EOR Project is expected to commence late in the
December quarter of 2017 and the Company expects the project to provide a long term material cash flow to the Group; however, net positive
cash flow to Group is not expected to occur until later in 2018. The Group has raised approximately $30 million additional equity subsequent to
the year-end to supplement the Grieve Project JV restructure requirements as well as cover development and operations on Elk’s other projects
and remaining corporate administrative costs over the intervening period. There exists material future timing and other uncertainties that bear
on the Company’s current financial position to meet all of these needs over this intervening period and may cast significant doubt over Elk’s
ability to continue as a going concern over this period.
It is noted that the Company’s current forecasts do not require any material raising (comparative to recent raisings undertaken by the Company)
unless a major transaction was contemplated.
Should the Group be unable to meet its short term funding requirements at the times required, it may be necessary to reduce costs, and/or raise
additional debt and/or equity, including realising the value of some or all assets and discharge its liabilities in the normal course of business at
amounts different to those stated in the financial statements.
Management believe that there is significant value of assets in excess of carrying value which would deliver cash above present cash needs
if asset sales were required. Hence the financial report has been prepared on the basis of a going concern since the Directors believe that
adequate funding will be raised to enable the Group to pay its debts as and when they become due for a period of twelve months from the
date of approving this report.
In a wider sense, until the Company has material positive cash flow from the Grieve CO2 EOR Project and other projects, which are under
development, the Company is likely to need to raise money from time to time for such new ventures and for corporate working capital
purposes in pursuit of its objectives to grow the value of the Company. Any such fund raisings may be such to factors beyond the control of
the consolidated entity and its Directors. When the Group requires further funding for its programs, then it is the Group’s intention that the
additional funds would be raised in a manner deemed most expedient and appropriate by the Board of Directors at the time.
The financial statements do not include any adjustment relating to the recoverability and classification of asset carrying amounts or the amount
of liabilities that might result should the Company be unable to continue as a going concern and meet its debts as and when they fall due.
Basis of preparation
These general purpose financial statements have been prepared in accordance with Australian Accounting Standards and Interpretations
issued by the Australian Accounting Standards Board (‘AASB’) and the Corporations Act 2001, as appropriate for for-profit oriented entities.
These financial statements also comply with International Financial Reporting Standards as issued by the International Accounting Standards
Board (‘IASB’).
Historical cost convention
The financial statements have been prepared under the historical cost convention, except for, where applicable, the revaluation of available-
for-sale financial assets, financial assets and liabilities at fair value through profit or loss, investment properties, certain classes of property,
plant and equipment and derivative financial instruments.
Critical accounting estimates
The preparation of the financial statements requires the use of certain critical accounting estimates. It also requires management to exercise its
judgement in the process of applying the Group’s accounting policies. The areas involving a higher degree of judgement or complexity, or areas
where assumptions and estimates are significant to the financial statements, are disclosed in Note 2.
ANNUAL REPORT 2016 27
Principles of consolidation
The consolidated financial statements incorporate the assets and liabilities of all subsidiaries of Elk Petroleum Ltd (‘Company’ or ‘parent entity’)
as at 30 June 2016 and the results of all subsidiaries for the year then ended. Elk Petroleum Ltd and its subsidiaries together are referred to in
these financial statements as the ‘Group’.
Subsidiaries are all those entities over which the Group has control. The Group controls an entity when the Group is exposed to, or has rights to,
variable returns from its involvement with the entity and has the ability to affect those returns through its power to direct the activities of the
entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are de-consolidated from the date
that control ceases.
Intercompany transactions, balances and unrealised gains on transactions between entities in the Group are eliminated. Unrealised losses are
also eliminated unless the transaction provides evidence of the impairment of the asset transferred. Accounting policies of subsidiaries have
been changed where necessary to ensure consistency with the policies adopted by the Group.
The acquisition of subsidiaries is accounted for using the acquisition method of accounting. A change in ownership interest, without the loss of
control, is accounted for as an equity transaction, where the difference between the consideration transferred and the book value of the share
of the non-controlling interest acquired is recognised directly in equity attributable to the parent.
Where the Group loses control over a subsidiary, it derecognises the assets including goodwill, liabilities and non-controlling interest in the
subsidiary together with any cumulative translation differences recognised in equity. The Group recognises the fair value of the consideration
received and the fair value of any investment retained together with any gain or loss in profit or loss.
Operating segments
Operating segments are presented using the ‘management approach’, where the information presented is on the same basis as the internal
reports provided to the Chief Operating Decision Makers (‘CODM’). The CODM is responsible for the allocation of resources to operating
segments and assessing their performance.
Revenue recognition
Revenue is recognised when it is probable that the economic benefit will flow to the Group and the revenue can be reliably measured.
Revenue is measured at the fair value of the consideration received or receivable.
Sale of goods
Sale of goods revenue is recognised at the point of sale, which is where the customer has taken delivery of the goods, the risks and rewards are
transferred to the customer and there is a valid sales contract. Amounts disclosed as revenue are net of sales returns and trade discounts.
Rendering of services
Rendering of services revenue is recognised when services have been completed.
Interest
Interest revenue is recognised as interest accrues using the effective interest method. This is a method of calculating the amortised cost of
a financial asset and allocating the interest income over the relevant period using the effective interest rate, which is the rate that exactly
discounts estimated future cash receipts through the expected life of the financial asset to the net carrying amount of the financial asset.
28 ELK PETROLEUM LTD
Other revenue
Other revenue is recognised when it is received or when the right to receive payment is established.
Income tax
The income tax expense or benefit for the period is the tax payable on that period’s taxable income based on the applicable income tax rate for
each jurisdiction, adjusted by the changes in deferred tax assets and liabilities attributable to temporary differences, unused tax losses and the
adjustment recognised for prior periods, where applicable.
Deferred tax assets and liabilities are recognised for temporary differences at the tax rates expected to be applied when the assets are recovered
or liabilities are settled, based on those tax rates that are enacted or substantively enacted, except for:
• When the deferred income tax asset or liability arises from the initial recognition of goodwill or an asset or liability in a transaction that is not
a business combination and that, at the time of the transaction, affects neither the accounting nor taxable profits; or
• When the taxable temporary difference is associated with interests in subsidiaries, associates or joint ventures, and the timing of the reversal
can be controlled and it is probable that the temporary difference will not reverse in the foreseeable future.
Deferred tax assets are recognised for deductible temporary differences and unused tax losses only if it is probable that future taxable amounts
will be available to utilise those temporary differences and losses.
The carrying amount of recognised and unrecognised deferred tax assets are reviewed at each reporting date. Deferred tax assets recognised
are reduced to the extent that it is no longer probable that future taxable profits will be available for the carrying amount to be recovered.
Previously unrecognised deferred tax assets are recognised to the extent that it is probable that there are future taxable profits available to
recover the asset.
Deferred tax assets and liabilities are offset only where there is a legally enforceable right to offset current tax assets against current tax
liabilities and deferred tax assets against deferred tax liabilities; and they relate to the same taxable authority on either the same taxable entity
or different taxable entities which intend to settle simultaneously.
Joint ventures
The Group has recognised its joint venture arrangement with Denbury (“Denbury JV”) as a farm-out arrangement whereby the Group uses
the carrying amount of the interest before the farm-out as the carrying amount for the portion of the interest retained; credits any cash
consideration received against the carrying amount, with any excess included as a gain in profit or loss; and the Group does not record
exploration expenditures on the oil and gas properties made by the Denbury JV.
When the technical feasibility and commercial viability of extracting a mineral resource has been demonstrated then any capitalised exploration
and evaluation expenditure is reclassified as capitalised oil field development expenditure. Prior to reclassification, capitalised exploration and
evaluation expenditure is assessed for impairment.
The recoverability of the carrying amount of the exploration and evaluation assets is dependent on successful development and commercial
exploitation, or alternatively, sale of the respective areas of interest.
Impairment
The carrying value of capitalised exploration and evaluation expenditure is assessed for impairment at an “area of interest” level whenever facts
and circumstances suggest that the carrying amount of the asset may exceed its recoverable amount.
The recoverable amount of capitalised exploration and evaluation expenditure is the higher of fair value less costs to sell and value in use. In
assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current
market assessments of the time value of money and the risks specific to the asset. For an asset that does not generate largely independent
cash inflows, recoverable amount is determined for the cash-generating unit to which the asset belongs, unless the asset’s value in use can be
estimated to be close to its fair value.
An impairment exists when the carrying amount of an asset or cash-generating unit exceeds its estimated recoverable amount. The asset or
cash-generating unit is then written down to its recoverable amount. Any impairment losses are recognised in the profit or loss.
Leases
The determination of whether an arrangement is or contains a lease is based on the substance of the arrangement and requires an assessment
of whether the fulfilment of the arrangement is dependent on the use of a specific asset or assets and the arrangement conveys a right to use
the asset.
A distinction is made between finance leases, which effectively transfer from the lessor to the lessee substantially all the risks and benefits
incidental to the ownership of leased assets, and operating leases, under which the lessor effectively retains substantially all such risks and
benefits.
Finance leases are capitalised. A lease asset and liability are established at the fair value of the leased assets, or if lower, the present value of
minimum lease payments. Lease payments are allocated between the principal component of the lease liability and the finance costs, so as
to achieve a constant rate of interest on the remaining balance of the liability.
Leased assets acquired under a finance lease are depreciated over the asset’s useful life or over the shorter of the asset’s useful life and the lease
term if there is no reasonable certainty that the Group will obtain ownership at the end of the lease term.
Operating lease payments, net of any incentives received from the lessor, are charged to profit or loss on a straight-line basis over the term of
the lease.
Impairment
The carrying values of oil and gas property, plant and equipment are reviewed for impairment at each reporting date, with the recoverable
amount being estimated when events or changes in circumstances indicate the carrying value may be impaired. The recoverable amount of oil
and gas properties and plant and equipment is the greater of fair value less costs to sell and value in use. In assessing value in use, the estimated
future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value
of money and the risks specific to the asset. For an asset that does not generate largely independent cash inflows, the recoverable amount is
determined for the cash-generating unit to which the asset belongs, unless the asset’s value in use can be estimated to be close to its fair value.
An impairment exists when the carrying value of an asset or cash-generating unit exceeds its estimated recoverable amount. The asset or cash-
generating unit is then written down to its recoverable amount. For plant and equipment, impairment losses are recognised in the profit or loss.
Borrowings
Loans and borrowings are initially recognised at the fair value of the consideration received, net of transaction costs.
Where there is an unconditional right to defer settlement of the liability for at least 12 months after the reporting date, the loans or borrowings
are classified as non-current.
Finance costs
Finance costs attributable to qualifying assets are capitalised as part of the asset. All other finance costs are expensed in the period in which
they are incurred.
Provisions
Provisions are recognised when the Group has a present (legal or constructive) obligation as a result of a past event, it is probable the Group will
be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation. The amount recognised as a provision
is the best estimate of the consideration required to settle the present obligation at the reporting date, taking into account the risks and
uncertainties surrounding the obligation. If the time value of money is material, provisions are discounted using a current pre-tax rate specific
to the liability. The increase in the provision resulting from the passage of time is recognised as a finance cost.
Employee benefits
Wages and salaries
Provision is made for the Group’s liability for employee benefits arising from services rendered by employees to balance date. Employee benefits
that are expected to be settled within one year have been measured at the amounts expected to be paid when the liability is settled, plus
related on-costs.
Share-based payments
Equity-settled and cash-settled share-based compensation benefits are provided to employees.
Equity-settled transactions are awards of shares, or options over shares, that are provided to employees in exchange for the rendering of
services. Cash-settled transactions are awards of cash for the exchange of services, where the amount of cash is determined by reference to the
share price.
32 ELK PETROLEUM LTD
The cost of equity-settled transactions are measured at fair value on grant date. Fair value is independently determined using either the
Binomial or Black-Scholes option pricing model that takes into account the exercise price, the term of the option, the impact of dilution, the
share price at grant date and expected price volatility of the underlying share, the expected dividend yield and the risk free interest rate for
the term of the option, together with non-vesting conditions that do not determine whether the Group receives the services that entitle the
employees to receive payment. No account is taken of any other vesting conditions.
The cost of equity-settled transactions are recognised as an expense with a corresponding increase in equity over the vesting period. The
cumulative charge to profit or loss is calculated based on the grant date fair value of the award, the best estimate of the number of awards that
are likely to vest and the expired portion of the vesting period. The amount recognised in profit or loss for the period is the cumulative amount
calculated at each reporting date less amounts already recognised in previous periods.
All changes in the liability are recognised in profit or loss. The ultimate cost of cash-settled transactions is the cash paid to settle the liability.
Market conditions are taken into consideration in determining fair value. Therefore any awards subject to market conditions are considered to
vest irrespective of whether or not that market condition has been met, provided all other conditions are satisfied.
If equity-settled awards are modified, as a minimum an expense is recognised as if the modification has not been made. An additional expense
is recognised, over the remaining vesting period, for any modification that increases the total fair value of the share-based compensation
benefit as at the date of modification.
If the non-vesting condition is within the control of the Group or employee, the failure to satisfy the condition is treated as a cancellation. If the
condition is not within the control of the Group or employee and is not satisfied during the vesting period, any remaining expense for the award
is recognised over the remaining vesting period, unless the award is forfeited.
If equity-settled awards are cancelled, it is treated as if it has vested on the date of cancellation, and any remaining expense is recognised
immediately. If a new replacement award is substituted for the cancelled award, the cancelled and new award is treated as if they were a
modification.
Issued capital
Ordinary shares are classified as equity.
Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds.
New Accounting Standards and Interpretations not yet mandatory or early adopted
Australian Accounting Standards and Interpretations that have recently been issued or amended but are not yet mandatory, have not been
early adopted by the Group for the annual reporting period ended 30 June 2016. The Group has not yet assessed the impact of these new or
amended Accounting Standards and Interpretations.
Rehabilitation provision
A provision has been made for the present value of anticipated costs of the remediation work that will be required to comply with environmental
and legal obligations. The provision is estimated based on currently available facts, technology expected to be available at the time of the clean-
up, laws and regulations presently or virtually certain to be enacted and prior experience in remediation of contaminated sites.
Impairment
The Board has reviewed the carrying values of all its major assets and exercised its judgement in electing to make no impairment to any current
carrying value as discussed in the financial statements.
34 ELK PETROLEUM LTD
Assets
Segment assets 43,215,622 18,614,276 61,829,898
Total assets 61,829,898
Liabilities
Segment liabilities 37,927,086 1,118,582 39,045,668
Total liabilities 39,045,668
ANNUAL REPORT 2016 35
Assets
Segment assets 30,059,600 1,468,459 31,528,059
Total assets 31,528,059
Liabilities
Segment liabilities 26,256,101 3,853,394 30,109,495
Total liabilities 30,109,495
Other revenue
Interest 11,056 4,451
Revenue 58,729 42,289
36 ELK PETROLEUM LTD
Administrative expenses
Serviced office 130,709 91,108
Travel and accommodation 369,166 34,379
Insurance 79,814 99,229
Computer, website and marketing 49,060 29,476
Other 307,728 93,233
936,477 347,425
Finance costs
Interest and finance charges paid/payable 489,939 280,753
Other expenses
Foreign exchange (gain)/loss 152,651 (609)
Depreciation and amortisation 174,978 242,823
Share-based payment expense 169,692 178,530
Other – retired leases/disposed assets – 10,026
Loss arising from Crow Tribe Dispute* 1,199,526 –
Impairment 283,822 –
1,980,669 430,770
* As per the announcement on the ASX on 23 February 2016, the Company has been advised that the US District Court in Montana has issued a decision
in favour of the Bureau of Indian Affairs (BIA) in relation to a permit dispute with the Crow Tribe. Subsequent to year end, Elk has agreed to settle the
amount for the previously noted liability of US$869,177 payable in 20 equal monthly payments commencing July 2016, therefore a liability has been
recognised in the current period financial statements in accordance with the requirements of AASB 110 Events after the Reporting Period. See Note 27
for further details.
ANNUAL REPORT 2016 37
Tax effect amounts which are not deductible/(taxable) in calculating taxable income:
Impairment of assets 85,147 –
Share-based payments 50,908 53,559
Non-deductible/(taxable) amounts 36,004 62,785
(1,978,435) (977,447)
Current year tax losses not recognised 1,978,435 977,447
Consolidated
2016 2015
$ $
Tax losses not recognised
Unused tax losses for which no deferred tax asset has been recognised 43,113,797 36,519,013
Unused tax losses include losses of the US subsidiaries which is subject to an expiry period of 20 years, beginning from the year 2026. The above
potential tax benefit for tax losses has not been recognised in the statement of financial position. These tax losses can only be utilised in the
future if the continuity of ownership test is passed, or failing that, the same business test is passed.
NOTE 9. CURRENT ASSETS – NON-CURRENT ASSETS CLASSIFIED AS HELD FOR SALE
Consolidated
2016 2015
$ $
Oil and gas properties – Grieve pipeline – 813,479
158,335 26,145
Reconciliations
Reconciliations of the written down values at the beginning and end of the current and previous financial year are set out below:
NOTE 11. NON-CURRENT ASSETS – OIL AND GAS PROPERTIES – GRIEVE PROJECT
Consolidated
2016 2015
$ $
Oil properties acquired – at cost 52,004 50,550
Less: Accumulated amortisation (20,073) (19,512)
31,931 31,038
38,478,594 26,030,398
Reconciliations
Reconciliations of the written down values at the beginning and end of the current and previous financial year are set out below:
Expenditure during the year was principally financed by Denbury through their facility and extended trade credit.
Additions above relate to equipment costs attributed to the project during the year. Expenditure includes field/well development costs
capitalised during the year.
ANNUAL REPORT 2016 41
NOTE 12. NON-CURRENT ASSETS – OIL AND GAS PROPERTIES – SOUTH SINGLETON FIELD
Consolidated
2016 2015
$ $
Oil field plant and equipment – at cost 53,931 –
332,455 –
Reconciliations
Reconciliations of the written down values at the beginning and end of the current and previous financial year are set out below:
NOTE 13. NON-CURRENT ASSETS – OIL AND GAS PROPERTIES – SINGLETON PROJECT
Consolidated
2016 2015
$ $
Oil field plant and equipment – at cost 46,887 21,125
Less: Accumulated amortisation (1,431) –
45,456 21,125
2,717,413 2,883,331
Reconciliations
Reconciliations of the written down values at the beginning and end of the current and previous financial year are set out below:
Additions above relate to equipment costs attributed to the project during the year. Expenditure includes field/well development costs
capitalised during the year.
ANNUAL REPORT 2016 43
239,159 39,190
Environmental bond deposits represents the restricted funds set aside as required with the State and Federal regulatory agencies for Elk
Petroleum’s wells and oil fields. These are rolled on an annual basis and matched to the underlying asset.
13,565,264 4,376,790
Refer to Note 23 for further information on financial risk management and instruments.
Trade payables are non-interest bearing. Refer to Note 29 for further information on related party transactions.
An amount of $10,231,268 is included within trade payables as outstanding to Denbury Onshore LLC as at 30 June 2016 (30 June 2015:
$3,929,881). This amount reflects the Denbury advised joint venture expenditure above the loan limit.
The accrual and other liabilities includes the liability owing to BIA–Crow Tribe of $704,738. Refer to Note 27 for further details.
Subsequent to year end, the Company has restructured the Grieve CO2 Enhanced Oil Recovery (EOR) Project (“Grieve Project”) Joint Venture
(“Grieve JV”) with Denbury Onshore LLC (“Denbury”). As the restructure occurred subsequent to year end, the Company is required to account
for the Grieve Project under the original transaction agreement with Denbury. Note 33 outlines some of the expected changes in accounting
treatment in the 30 June 2017 financial year.
44 ELK PETROLEUM LTD
4,245 3,585,360
Refer to Note 23 for further information on financial risk management and instruments.
Financing arrangements
Unrestricted access was available at the reporting date to the following lines of credit:
Consolidated
2016 2015
$ $
Total facilities
Convertible loan – secured – 3,582,829
On 16 April 2015, the Company entered into 12.5% interest (compounded monthly) secured convertible loan facilities agreements totalling
$3.6 million for a period of 12 months. Interest is accrued and is either paid together with the principal at the end of the loan term or can be
converted into new shares of the Company at $0.038 per share. During the year, the notes and capitalised interest were all fully converted to
ordinary shares.
Refer to Note 23 for further information on financial risk management and instruments.
The Denbury financial liability relates to the Elk Petroleum Inc.’s portion of JV costs incurred at the Grieve EOR project, being Tranche 2 of the
loan financing arrangements as per Elk’s agreement with Denbury Onshore, LLC (a subsidiary of Denbury Resources NYSE:DNR) executed in
April 2011, plus interest accrued under that agreement.
Included in the Denbury loan is interest capitalised for the financial year of US$1,632,731 (2015:US$1,458,971).
In line with billing arrangement, a further amount of $10,231,268 is included within trade payables as outstanding to Denbury Onshore LLC as
at 30 June 2016 (30 June 2015: $3,929,881).
Subsequent to year end, the Company has restructured the Grieve CO2 Enhanced Oil Recovery (EOR) Project (“Grieve Project”) Joint Venture
(“Grieve JV”) with Denbury Onshore LLC (“Denbury”). As the restructure occurred subsequent to year end, the Company is required to account
for the Grieve Project under the original transaction agreement with Denbury. Note 33 outlines some of the expected changes in accounting
treatment in the 30 June 2017 financial year.
ANNUAL REPORT 2016 45
487,248 –
Refer to Note 23 for further information on financial risk management and instruments.
The other financial liability – BIA crow tribe relates to the payments in relation to the Crow Tribe which is greater than 12 months – See Note 27
for details.
Consolidated
2016 2015
$ $
Other financial liability – BIA Crow Tribe 467,237 –
Lease liability 24,256 2,531
Convertible loan – secured – 3,582,829
491,493 3,585,360
Rehabilitation
A provision for rehabilitation is recognised in relation to the exploration and production activities for costs associated with the rehabilitation
of the various sites. Estimates of the rehabilitation obligations are based on anticipated technology and legal requirements and future costs. In
determining the rehabilitation provision, the entity has assumed no significant changes will occur in the relevant Federal and State legislation
to rehabilitation in the future. The Singleton Oil Field liability was re-estimated for FY2015 financial statements. The revised estimate is based on
actual costs to abandon the Singleton Unit 5 well in 2015 and a decrease in number of wells under this provision. This updated data has resulted
in a significant decrease in estimated total abandonment liability provision from the previous year. Furthermore, an inflation rate adjustment
occurred in the calculation change for both Grieve Oil Field and Singleton Oil Field from 6.0% to 4.3%.
Movements in provisions
Movements in each class of provision during the current financial year, other than employee benefits, are set out below:
Rehabilitation
costs
Consolidated – 2016 $
Carrying amount at the start of the year 3,216,439
Additional provisions recognised 103,697
Amounts used (229,492)
Foreign exchange difference 92,450
Additional amount capitalised during the year as part of exploration asset 197,862
Ordinary shares
Ordinary shares entitle the holder to participate in dividends and the proceeds on the winding up of the company in proportion to the number
of and amounts paid on the shares held. The fully paid ordinary shares have no par value and the company does not have a limited amount of
authorised capital.
On a show of hands every member present at a meeting in person or by proxy shall have one vote and upon a poll each share shall have
one vote.
1,903,338 1,690,482
Movements in reserves
Movements in each class of reserve during the current and previous financial year are set out below:
Foreign Share-based
currency payment Total
Consolidated $ $ $
Balance at 1 July 2014 (1,290,329) 1,909,518 619,189
Foreign currency translation 892,763 – 892,763
Share-based payment – 178,530 178,530
Market risk
Foreign currency risk
The Group undertakes certain transactions denominated in foreign currency and is exposed to foreign currency risk through foreign exchange
rate fluctuations. Foreign exchange risk arises from future commercial transactions and recognised financial assets and financial liabilities
denominated in a currency that is not the entity’s functional currency. As each of the individual entity within the Group primarily transact in
their own respective functional currency, foreign currency risk is deemed to be minimal.
Price risk
The Group was exposed to price risk during the year. However, due to the low volume of sales in 2016 and 2015, any risk arising from the
changes in commodity price is considered to be minimal in these both years.
Interest rate risk
The Group’s exposure to the risk of changes in market interest rates relates primarily to the Group’s Denbury loan facility with floating interest
rates. Financial instruments with variable rates expose the Group to cash flow interest rate risk. All other financial assets and liabilities, in the
form of receivables and payables (including the lease liabilities), are non-interest bearing or bear fixed interest rates. The Group currently does
not engage in any hedging or derivative transactions to manage interest rate risk.
50 ELK PETROLEUM LTD
As at the reporting date, the Group had the following variable rate borrowings outstanding:
2016 2015
Weighted average Weighted average
interest rate Balance interest rate Balance
Consolidated % $ % $
Financial liability – Denbury JV 11.00% 21,607,955 11.00% 18,930,906
An analysis by remaining contractual maturities is shown in ‘liquidity and interest rate risk management’ below.
The effect on profit and equity as a result of changes in the interest rate, on the assumption that all other variables remain unchanged, is as
follows:
Credit risk
Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Group. The Group has
a strict code of credit, including obtaining agency credit information, confirming references and setting appropriate credit limits. The Group
obtains guarantees where appropriate to mitigate credit risk. The maximum exposure to credit risk at the reporting date to recognised financial
assets is the carrying amount, net of any provisions for impairment of those assets, as disclosed in the statement of financial position and notes
to the financial statements. The Group does not hold any collateral.
Liquidity risk
Vigilant liquidity risk management requires the Group to maintain sufficient liquid assets (mainly cash and cash equivalents) and available
borrowing facilities to be able to pay debts as and when they become due and payable.
The Group manages liquidity risk by maintaining adequate cash reserves and available borrowing facilities by continuously monitoring actual
and forecast cash flows and matching the maturity profiles of financial assets and liabilities.
Remaining contractual maturities
The following tables detail the Group’s remaining contractual maturity for its financial instrument liabilities. The tables have been drawn up
based on the undiscounted cash flows of financial liabilities based on the earliest date on which the financial liabilities are required to be paid.
The tables include both interest and principal cash flows disclosed as remaining contractual maturities, except for the Denbury JV loan which is
shown as its carrying amount at year end. This is because the amount of interest that will be payable is dependent on the date of repayment to
Denbury which is not confirmed at the reporting date, due to this the amount of interest to be paid cannot be accurately disclosed. Therefore,
these totals may differ from their carrying amount in the statement of financial position. For the convertible loans, it assumes monthly
capitalisation of interest payments.
ANNUAL REPORT 2016 51
Weighted Remaining
average Between 1 and Between 2 and contractual
interest rate 1 year or less 2 years 5 years Over 5 years maturities
Consolidated – 2016 % $ $ $ $ $
Non-derivatives
Non-interest bearing
Trade payables – 13,565,264 – – – 13,565,264
Other loan – BIA Crow Tribe – 467,237 – – – 467,237
Interest-bearing – variable
Lease liability 18.00% 4,245 5,357 14,654 – 24,256
Financial liability to Denbury JV 11.00% – – 21,607,955 – 21,607,955
Total non-derivatives 14,036,746 5,357 21,622,609 – 35,664,712
Weighted Remaining
average Between 1 and Between 2 and contractual
interest rate 1 year or less 2 years 5 years Over 5 years maturities
Consolidated – 2015 % $ $ $ $ $
Non-derivatives
Non-interest bearing
Trade and other payables – 4,376,790 – – – 4,376,790
Interest-bearing – variable
Lease liability 7.20% 2,531 – – – 2,531
Financial liability to Denbury JV 11.00% – – 18,930,906 – 18,930,906
The cash flows in the maturity analysis above are not expected to occur significantly earlier than contractually disclosed above. The convertible
loans can be converted to shares in the Company at the end of the 12 months term.
Liabilities
Other loan – Denbury JV – 18,930,906 – 18,930,906
Convertible loans – 3,582,829 – 3,582,829
Obligations under finance leases – 2,531 – 2,531
Total liabilities – 22,516,266 – 22,516,266
Consolidated
2016 2015
$ $
Short-term employee benefits 1,373,214 940,120
Post-employment benefits 65,744 40,204
Share-based payments 110,597 131,777
1,549,555 1,112,101
Consolidated
2016 2015
$ $
Audit services – BDO East Coast Partnership
Audit or review of the financial statements 76,700 80,378
223,054 3,948
Representing:
Lease liability – current (Note 16) 4,245 2,531
Lease liability – non-current (Note 18) 20,011 –
24,256 2,531
ANNUAL REPORT 2016 55
Subsidiaries
Interests in subsidiaries are set out in Note 31.
Joint operations
Interests in joint operations are set out in Note 32.
Parent
2016 2015
$ $
Loss after income tax (7,125,146) (2,753,209)
Total comprehensive income (7,125,146) (2,753,209)
Parent
2016 2015
$ $
Total current assets 18,509,511 1,468,456
Equity
Issued capital 66,082,643 37,761,520
Share-based payments reserve 2,257,740 2,088,048
Accumulated losses (45,556,154) (38,431,008)
Guarantees entered into by the parent entity in relation to the debts of its subsidiaries
The parent entity had no guarantees in relation to the debts of its subsidiaries as at 30 June 2016 and 30 June 2015.
Contingent liabilities
The parent entity had no contingent liabilities as at 30 June 2016 and 30 June 2015.
Ownership interest
Principal place of business/ 2016 2015
Name Country of incorporation % %
Elk Petroleum Inc. LLC USA 100.00 100.00
Grieve Pipeline LLC* USA 100.00 100.00
North Grieve LLC* USA 100.00 100.00
Natrona Pipeline LLC* USA 100.00 100.00
Elk Operating Company LLC* USA 100.00 100.00
Elk Grieve Project LLC* USA 100.00 –
Singleton EOR Project LLC* USA 100.00 –
Also subsequent to year, the following changes were made to the Group structure:
Ownership interest
Principal place of business/ Current 30/06/2016
Name Country of incorporation % %
Elk Petroleum Inc. LLC USA 100.00 100.00
Grieve Pipeline LLC* USA 100.00 100.00
North Grieve LLC* USA 100.00 100.00
Natrona Pipeline LLC* USA Ceased 100.00
Elk Operating Company LLC* USA 100.00 100.00
Elk Grieve Project LLC* USA 100.00 100.00
Singleton EOR Project LLC* USA 100.00 100.00
No other matter or circumstance has arisen since 30 June 2016 that has significantly affected, or may significantly affect the Group’s operations,
the results of those operations, or the Group’s state of affairs in future financial years.
NOTE 34. RECONCILIATION OF LOSS AFTER INCOME TAX TO NET CASH USED IN OPERATING ACTIVITIES
Consolidated
2016 2015
$ $
Loss after income tax expense for the year (7,168,313) (3,645,970)
Adjustments for:
Share-based payments 169,692 178,530
Foreign exchange differences 152,651 (806)
Depreciation and amortisation 174,978 242,822
Impairment of development expenditure 283,822 –
Loss on asset disposal – 10,260
Loss arising from Crow Tribe Dispute 1,199,526 –
Finance costs 488,709 –
Number Number
Weighted average number of ordinary shares used in calculating basic earnings per share 263,176,566 196,669,387
Weighted average number of ordinary shares used in calculating diluted earnings per share 263,176,566 196,669,387
Cents Cents
Basic earnings per share (2.72) (1.85)
Diluted earnings per share (2.72) (1.85)
Set out below are summaries of performance rights granted under the plan:
Performance rights issued to non-executive directors and employees under the non-executive director and advisor rights and employee
incentive rights plans.
Performance rights are issued for nil consideration and will vest after three years to ordinary shares based on market based performance
conditions. The fair value of the performance rights granted on 5 September 2014, 18 December 2014 and 30 June 2016 were $0.0200, $0.0020
and $0.0494 respectively.
The weighted average remaining contractual life of performance rights outstanding at the end of the financial year was 1.44 years (2015: 1.72 years).
The calculation used to determine the fair value of the performance rights at the grant date assumes a discount of 60% on the value of Elk’s
share price to reflect the probability of meeting the market based vesting condition.
62 ELK PETROLEUM LTD
Set out below are summaries of retention rights granted under the plan:
Retention rights issued to non-executive directors and employees under the non-executive director and advisor rights and employee incentive
rights plans.
Retention rights are issued for nil consideration and will vest after three years to ordinary shares based on continuity of employment conditions.
The fair value of the retention rights issued on 5 September 2014, 18 December 2014 and 30 June 2016 were $0.0800, $0.0200 and $0.0823
respectively.
The weighted average remaining contractual life of retention rights outstanding at the end of the financial year was 1.21 years (2015: 1.93 years).
The calculation used to determine the fair value of the retention rights at the grant date assumes a probability of meeting the service condition
of 50%. The value of the right is the value of an underlying share in Elk as traded on ASX at the date of issue of the rights.
ANNUAL REPORT 2016 63
DIRECTORS’ DECLARATION
Neale Taylor
Chairman
28 September 2016
Sydney
64 ELK PETROLEUM LTD
Auditor’s Responsibility
Our responsibility is to express an opinion on the financial report based on our audit. We conducted our
audit in accordance with Australian Auditing Standards. Those standards require that we comply with
relevant ethical requirements relating to audit engagements and plan and perform the audit to obtain
reasonable assurance about whether the financial report is free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in
the financial report. The procedures selected depend on the auditor’s judgement, including the
assessment of the risks of material misstatement of the financial report, whether due to fraud or error.
In making those risk assessments, the auditor considers internal control relevant to the company’s
preparation of the financial report that gives a true and fair view in order to design audit procedures
that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the
effectiveness of the company’s internal control. An audit also includes evaluating the appropriateness
of accounting policies used and the reasonableness of accounting estimates made by the directors, as
well as evaluating the overall presentation of the financial report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis
for our audit opinion.
BDO East Coast Partnership ABN 83 236 985 726 is a member of a national association of independent entities which are all members of BDO Australia Ltd
ABN 77 050 110 275, an Australian company limited by guarantee. BDO East Coast Partnership and BDO Australia Ltd are members of BDO International Ltd,
a UK company limited by guarantee, and form part of the international BDO network of independent member firms. Liability limited by a scheme approved
under Professional Standards Legislation, other than for the acts or omissions of financial services licensees.
ANNUAL REPORT 2016 65
Independence
In conducting our audit, we have complied with the independence requirements of the Corporations
Act 2001. We confirm that the independence declaration required by the Corporations Act 2001, which
has been given to the directors of Elk Petroleum Limited, would be in the same terms if given to the
directors as at the time of this auditor’s report.
Opinion
In our opinion:
(a) the financial report of Elk Petroleum Limited is in accordance with the Corporations Act 2001,
including:
(i) giving a true and fair view of the consolidated entity’s financial position as at 30 June 2016
and of its performance for the year ended on that date; and
(ii) complying with Australian Accounting Standards and the Corporations Regulations 2001; and
(b) the financial report also complies with International Financial Reporting Standards as disclosed in
Note 1.
Emphasis of matter
Without modifying our opinion, we draw attention to Note 1 in the financial report, which indicates
that the ability of the consolidated entity to continue as a going concern is dependent upon the future
successful raising of necessary funding through equity and/or debt and/or the reduction of costs. These
conditions, along with other matters as set out in Note 1, indicate the existence of a material
uncertainty that may cast significant doubt about the consolidated entity’s ability to continue as a
going concern and therefore, the consolidated entity may be unable to realise its assets and discharge
its liabilities in the normal course of business.
Opinion
In our opinion, the Remuneration Report of Elk Petroleum Limited for the year ended 30 June 2016
complies with section 300A of the Corporations Act 2001.
Gareth Few
Partner
2
66 ELK PETROLEUM LTD
SHAREHOLDERS INFORMATION
The shareholders information set out below was applicable as at 21 September 2016.
Number of holders
Number of holders of options over
of ordinary shares ordinary shares
1 to 1,000 99 1
1,001 to 5,000 270 –
5,001 to 10,000 194 –
10,001 to 100,000 492 24
100,001 and over 322 27
1,377 52
Options over
Options over ordinary shares
ordinary shares % of total
Number held options issued
MR LUKE KUKULJ 4,188,333 18.47
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED 2,916,667 12.86
MERRILL LYNCH (AUSTRALIA) NOMINEES PTY LIMITED 2,248,167 9.91
CORAL PRODUCTION CORPORATION 1,800,000 7.94
MR ROBERT ANTHONY HEALY 1,500,000 6.62
UNITING PROPERTIES PTY LTD 1,225,000 5.40
MR RODNEY HARPER + MRS ELIZABETH HARPER <HARPER MUMBY SUPER FUND A/C> 1,200,000 5.29
IVYLINE INVESTMENTS PTY LTD <THE BERNLOR HOLDINGS S/F A/C> 1,125,000 4.96
BEGLEY SUPERANNUATION CO PTY LTD <BEGLEY ENGINEERING S/F A/C> 833,333 3.68
INVIA CUSTODIAN PTY LIMITED <HARGREAVES S/FUND A/C> 833,333 3.68
DJ CARMICHAEL PTY LTD 800,000 3.53
JOJO ENTERPRISES PTY LTD <SFI FAMILY A/C> 416,667 1.84
MRS MARGARET MURDOCK + MR NICHOLAS MURDOCK 416,666 1.84
MR MARK JOHN TURNER 265,000 1.17
MR JASWINDER SINGH TAKHAR 209,000 0.92
MSRF PTY LIMITED <MICHAEL SMITH RETIREMENT A/C> 200,000 0.88
MR SALVATORE DI VINCENZO 166,668 0.74
MR AARON JENN LUNG LIM 166,666 0.74
L E E T INVESTMENTS PTY LTD 150,000 0.66
MRS MANISHA MUDE 150,000 0.66
20,810,500 91.78
Number of
Number on issue holders
Options over ordinary shares issued expiring on 31/03/2018 @ $0.075 1,333,333 1
SHAREHOLDERS INFORMATION
Unlisted rights
Number of
Rights Expiry Number on issue holders
Performance rights 2013 30 June 2017 2,000,000 1
Performance rights 2013 30 June 2018 2,000,000 1
Retention rights 2014 30 June 2017 736,286 4
Performance rights 2014 30 June 2017 2,833,119 8
Retention rights 2015 30 June 2018 195,000 6
Performance rights 2015 30 June 2018 1,810,000 9
Substantial holders
Substantial holders in the Company are set out below based on the shares disclosed as held from the last Form 604 lodged by the shareholder:
Ordinary shares
Ordinary shares % of total
Number held shares issued
REPUBLIC INVESTMENT MANAGEMENT PTE. LTD.* 154,501,980 19.21
CYPRESSWOOD CAPITAL PTE LTD** 57,000,000 8.49
MR ROBERT ANTHONY HEALY*** 53,884,136 6.70
* Based on the shares on issue at 21 September 2016, the holding would represent 18.73% of the Company rather than the percentage disclosed on
the historic Form 604
** Based on the Top 20 Shareholder listing, the shares held by the Company as at 21 September 2016 would represent 6.91% of the Company rather
than the percentage disclosed on the historic Form 604.
*** Mr Healy has advised directly to the Company that he currently holds the noted shares, which represents 6.55% of the Company.
ORDINARY SHARES
All ordinary shares carry one vote per share without restriction. Performance rights options do not carry any voting rights.
CORPORATE DIRECTORY
AUDITOR
COMPANY SECRETARIES BDO East Coast Partnership
David Franks and Andrew Bursill
1 Margaret Street
Sydney NSW 2000
REGISTERED OFFICE
Suite 4 Level 9
STOCK EXCHANGE LISTING
341 George Street
Elk Petroleum Ltd shares are listed on the Australian Securities
Sydney NSW 2000
Exchange (ASX code: ELK).
Australia
As at the date of this report, the Company also had one series
Telephone: +61 2 9299 9690
of options listed on the Australian Securities Exchange
Facsimile: +61 2 9299 9629
(ASX code: ELKO).