Exhibit 99.9

CONTINENTAL ENERGY CORPORATION

(An Exploration Stage Company)

CONDENSED INTERIM FINANCIAL STATEMENTS

31 DECEMBER 2013 AND 2012

Expressed in U.S. Dollars

(Unaudited – Prepared by Management)

 

 

NOTICE OF NO AUDITOR REVIEW

In accordance with National Instrument 51-102 Part 4, subsection 4.3(3)(a), if an auditor has not performed a review of our condensed interim financial statements, then such statements must be accompanied by a notice indicating that they have not been reviewed by an auditor.

The attached financial statements are management prepared, unaudited, condensed, interim, consolidated financial statements and are hereinafter referred to as the "Interim Statements". These Interim Statements are filed on SEDAR concurrently with Management's Discussion and Analysis ("MD&A") of the results for the same period, and may be read in conjunction with the MD&A.

Neither the accompanying Interim Statements as presented herein nor the accompanying MD&A have been reviewed by our auditors. Both the Interim Statements and the MD&A have been prepared by and are the responsibility of the management of Continental Energy Corporation.





Continental Energy Corporation
(An Exploration Stage Company)
Interim Consolidated Statements of Financial Position
Expressed in U.S. Dollars
(Unaudited – Prepared by Management)

 

    31 December   30 June
    2013   2013  
        (Audited)  
ASSETS Note $   $  
Current          

Cash

  36,105   21,999  

Receivables

  3,124   2,333  

Prepaid expenses and deposits

  12,640   517  
 
    51,869   24,849  
Non-current assets          

Long-term receivables

4 67,568   -  

Investments

4 641,577   862,375  

Equipment

  7,052   9,403  
 
    768,066   896,627  
 
LIABILITIES          
Current          

Accounts payable and accrued liabilities

8 615,443   431,263  

Loan payable to related party

8 21,139   27,107  

Note payable

5 100,000   -  

Convertible debt

6 324,149   311,171  
    1,060,731   769,541  
 
EQUITY DEFICIENCY          
Share capital 7 16,131,630   16,100,792  
Conversion option reserve   50,966   10,966  
Share based payment reserve 7 9,394,456   9,353,635  
Foreign currency translation reserve   (210 ) -  
Deficit   (25,709,791 ) (25,286,872 )
 
Equity deficiency attributable to owners of the parent   (132,949 ) 178,521  
Deficiency attributable to non-controlling interest   (159,716 ) (51,435 )
    (292,665 ) 127,086  
 
    768,066   896,627  

Nature of Operations and Going Concern (Note 1)
Subsequent Events (Note 10)

ON BEHALF OF THE BOARD:

“Richard L. McAdoo” , Director
 
“Robert V. Rudman” , Director

- See Accompanying Notes -

2





Continental Energy Corporation
(An Exploration Stage Company)
Interim Consolidated Statements of Loss and Comprehensive Loss
Expressed in U.S. Dollars
(Unaudited – Prepared by Management)

 

    For the   For the   For the   For the  
    three months   three months   six months   six months  
    ended   ended   ended   ended  
    31 December   31 December   31 December   31 December  
    2013   2012   2013   2012  
  Note $   $   $   $  
Expenses                  

Depreciation

  1,176   2,086   2,351   4,367  

Interest and bank charges

6 35,315   27,362   67,652   44,199  

Investor relations

  885   -   2,065   7,500  

Management fees, salaries and wages

8 70,079   69,987   142,380   141,697  

Office expenses

  10,487   6,246   18,888   15,973  

Professional fees

  16,317   23,580   31,703   47,939  

Rent, office maintenance and utilities

  3,532   9,741   10,106   19,376  

Share-based payments

7 20,877   -   20,877   -  

Transfer agent

  1,598   12,501   2,528   17,650  

Travel and accommodation

  7,918   6,652   12,570   14,123  
Loss before the undernoted   (168,184 ) (158,155 ) (311,120 ) (312,824 )
 
Other income (expenses)                  

Interest income

  6   -   9   -  

Foreign exchange gain

  4,427   196   688   (1,606 )

Gain on sale of equipment

  -   13,257   -   13,257  

Equity income from investment in affiliate

4 (177,382 ) -   (220,576 ) -  
Net loss for the Period   (341,133 ) (144,702 ) (530,999 ) (301,173 )
 
Net loss for the period attributable to:                

Owners of the parent

  (254,287 ) (144,702 ) (422,919 ) (301,173 )

Non-controlling interest

  (86,846 ) -   (108,080 ) -  
 
Loss for the Period   (341,133 ) (144,702 ) (530,999 ) (301,173 )
Currency translation differences   (411 ) -   (411 ) -  
Comprehensive loss for the period   (341,544 ) (144,702 ) (531,410 ) (301,173 )
 
Net comprehensive loss for the period attributable to:              

Owners of the parent

  (254,497 ) (144,702 ) (423,129 ) (301,173 )

Non-controlling interest

  (87,047 ) -   (108,281 ) -  
 
Loss Per Share – Basic and Diluted   (0.00 ) (0.00 ) (0.00 ) (0.00 )
 
Weighted Average Number of Shares Outstanding   123,546,903   99,540,381   123,363,207   99,540,381  

- See Accompanying Notes -

3





Continental Energy Corporation
(An Exploration Stage Company)
Interim Consolidated Statements of Cash Flows
Expressed in U.S. Dollars
(Unaudited – Prepared by Management)

 

    For the   For the  
    six months   six months  
    ended   ended  
    31 December   31 December  
    2013   2012  
Cash Resources Provided By (Used In) Period Note $   $  
 
Operating Activities          

Loss for the period

  (422,919 ) (301,173 )

Items not affecting cash

         

Depreciation

  2,351   4,367  

Interest on convertible debt

6 63,760   37,930  

Interest on related party loan

8 593   4,362  

Gain on sale of equipment

  -   (13,257 )

Equity income from investment in affiliate

4 112,496   -  

Share-based payments

7 20,877      

Changes in non-cash working capital

         

Receivables

  (791 ) (954 )

Prepaid expenses and deposits

  (12,123 ) (5,139 )

Accounts payable and accrued liabilities

  116,675   126,694  
    (119,081 ) (147,170 )
Investing Activities          

Sale of equipment

  -   13,943  

Purchase of equipment

  -   (5,243 )
    -   8,700  
Financing Activities          

Shares issued – cash

  40,000   -  

Repayment of related party loan

  (6,561 ) (1,651 )

Note payable

  100,000      

Interest paid

  -   (6,776 )
    133,439   (8,427 )
Change in Cash   14,358   (146,897 )
 
Effect of exchange rate changes on cash   (252 ) -  
 
Cash Position – Beginning of Period   21,999   152,971  
 
Cash Position – End of Period   36,105   6,074  

 

- See Accompanying Notes -

4





Continental Energy Corporation
(An Exploration Stage Company)
Interim Consolidated Statement of Changes in Equity Deficiency
Expressed in U.S. Dollars
(Unaudited – Prepared by Management)

 

    Share Capital                        
    Common Shares                        
        Share-   Accumulated                
          Based Conversion Other       Non-      
          Payment Option Comprehensive         controlling      
      Amount   Reserve Reserve Income   Deficit     Interest   Total  
  Note Number $   $ $ $   $     $   $  
Balance – 30 June 2012   99,540,381 15,142,030   9,268,928 8,966 -   (24,568,557 )   -   (148,633 )
Loss for the period   - -   - - -   (301,173 )   -   (301,173 )
 
Balance – 31 December 2012   99,540,381 15,142,030   9,268,928 8,966 -   (24,869,730 )   -   (449,806 )
Issuance of shares for:                              

Private placements - cash

7 1,775,000 34,272   10,228 - -   -     -   44,500  

Private placement – debt settlement

7 1,500,000 24,490   5,510 - -   -     -   30,000  
Investment in affiliate 4 20,000,000 900,000   - - -   -     (69,635 ) 830,365  
Convertible debt amendments 6 - -   16,719 2,000 -   -     -   18,719  
Share-based payments 7 - -   52,250 - -   -     -   52,250  
Loss for the Period   - -   - - -   (417,142 )   18,200   (398,942 )
Balance – 30 June 2013   122,815,381 16,100,792   9,353,635 10,966 -   (25,286,872 )   (51,435 ) 127,086  
Private placements - cash 7 800,000 30,838   9,162 - -   -     -   40,000  
Convertible debt amendments 6 - -   10,782 40,000 -   -     -   50,782  
Share-based payments 7 - -   20,877 - -   -     -   20,877  
Currency translation differences             (210 )       (201 ) (411 )
Loss for the Period   - -   - - -   (422,919 )   (108,080 ) (530,999 )
Balance – 31 December 2013   123,615,381 16,131,630   9,394,456 50,966 (210 ) (25,709,791 )   (159,716 ) (292,665 )

 

- See Accompanying Notes

5





Continental Energy Corporation
(An Exploration Stage Company)
Notes to the Interim Statements
31 December 2013
Expressed in U.S. Dollars
(Unaudited – Prepared by Management)
 

 

1. Nature of Operations and Going Concern

Continental Energy Corporation (the “Company”) is incorporated under the laws of the Province of British Columbia, Canada. The Company’s registered address and records office is 900-885 West Georgia Street, Vancouver, British Columbia, Canada V6C 3H1.

The Company is an emerging international energy investment company acquiring participating interests in oil, gas, and alternative energy projects, producers, and related services providers outside of North America.

These Interim Statements have been prepared on the basis of accounting principles applicable to a going concern, which assumes that the Company will continue in operation for the foreseeable future and will be able to realize its assets and discharge its liabilities in the normal course of operations.

The Company has incurred operating losses over the past several fiscal years and has no current source of operating cash flow. There are no assurances that sufficient funding will be available to further develop its projects. The Company’s ability to continue as a going concern is dependent upon its ability to obtain the financing necessary to acquire new properties and develop them as well as fund ongoing administration expenses.

Management intends to obtain additional funding by issuing common stock in private placements. There can be no assurance that management’s future financing actions will be successful. Management is not able to assess the likelihood or timing of improvements in the equity markets for raising capital for future acquisitions or expenditures.

These uncertainties represent a liquidity risk and impact the Company’s ability to continue as a going concern in the future. If the going concern assumption were not appropriate for these Interim Statements, liquidation accounting would apply and adjustments would be necessary to the carrying values and classification of assets, liabilities, the reported income and expenses, and such adjustments could be material.

2. Basis of Preparation

These Interim Statements have been prepared in accordance with International Accounting Standards (“IAS”) 34, Interim Financial Reporting, and based on the principles of International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) and interpretations of the International Financial Reporting Interpretations Committee (“IFRIC”). The Interim Statements should be read in conjunction with the audited consolidated financial statements for the year ended 30 June 2013, which have been prepared in accordance with IFRS as issued by the IASB.

The Company’s Board of Directors has delegated the responsibility and authority for approving quarterly financial statements and MD&A to the Audit Committee.

The Audit Committee approved these Interim Statements on 30 April 2014.

6





Continental Energy Corporation
(An Exploration Stage Company)
Notes to the Interim Statements
31 December 2013
Expressed in U.S. Dollars
(Unaudited – Prepared by Management)
 

 

3. Critical Judgements and Use of Estimates

The preparation of Interim Statements in accordance with IFRS requires that the Company’s management make judgements and estimates and form assumptions that affect the amounts in the financial statements and related notes to those financial statements. Actual results could differ from those estimates. Judgements, estimates and assumptions are reviewed on an ongoing basis based on historical experience and other factors that are considered to be relevant under the circumstances. Revisions to judgements, estimates and assumptions are accounted for prospectively.

In preparing these Interim Statements, the significant judgements made by management in applying the Company’s accounting policies and the key sources of estimation uncertainty were the same as those applied to the audited consolidated financial statements for the year ended 30 June 2013.

4. Investments

Visionaire Energy AS

On 4 June 2013, the Company acquired a 51% of the shares of Visionaire Energy AS (“Visionaire”), a privately held Norwegian holding company by issuing 20 million of its common shares with a fair value of $900,000. As the Company has a controlling interest, Visionaire’s accounts were consolidated and a non-controlling interest was recorded in the consolidated statement of financial position. The principal assets of Visionaire are its shareholdings in two separate, privately owned, offshore oil and gas service providers, both based in Bergen, Norway. Visionaire owns a 49% equity interest in VTT Maritime AS and a 41% equity interest in RADA Engineering and Consulting AS. Visionaire maintains significant influence over both investments and both are accounted for using the equity method. The Company considers Visionaire, VTT, and RADA to be its “affiliates”.

The allocation of the purchase price and the reconciliation of the balance as at 30 June 2013 is as follows:

Fair value of the shares issued $ 900,000  
  Cash acquired   (6,844 )
Payable to related party assumed   1,711  
Non-controlling interest   (69,635 )
Equity income from affiliates   37,143  
 
Value of investment on 30 June 2013   862,375  

The movement in the investment is as follows:

Value of investment on 30 June 2013 $ 862,375  
Equity income (loss) from affiliates   (220,576 )
  Foreign currency adjustment   (222 )
 
Value of investment on 31 December 2013   641,577  

As at 31 December 2013, a total of $67,568 is receivable in loans from affiliates. The amount is presented as long-term receivables in the statement of financial position.

7





Continental Energy Corporation
(An Exploration Stage Company)
Notes to the Interim Statements
31 December 2013
Expressed in U.S. Dollars
(Unaudited – Prepared by Management)
 

 

5. Note Payable

On 7 November 2013, the Company issued a promissory note to a Malaysian company for proceeds of $100,000. The promissory note had a maturity date of 15 May 2014 but was repaid in its entirety on 14 March 2014.

6. Convertible Debt

 

  Total  
  $  
Balance, 30 June 2012 269,645  
  Interest 60,245  
Conversion option - amendments (2,000 )
Additional consideration warrants - amendment (16,719 )
 
Balance, 30 June 2013 311,171  
Interest 63,760  
Conversion option – amendments (40,000 )
Additional consideration warrants – amendment (10,782 )
 
Balance, 31 December 2013 324,149  

On 21 September 2011, the Company issued a convertible promissory note for proceeds of $250,000. The promissory note originally accumulated interest at a rate of 10% per annum or at 15% per annum on default of payment, with maturity date of 22 September 2012. The promissory note principal was convertible, at the election of the holder, at any time during its term into 3,125,000 common shares of the Company. Any unpaid interest upon conversion is also convertible, at the option of the promissory note holder, at the same conversion rate as the promissory note. As additional consideration, the Company issued 1,562,500 warrants (“the additional consideration warrants”) to the note holder, exercisable at $0.12 per share up to 22 September 2013. Also in conjunction with the convertible promissory note, the Company issued 250,000 finders’ warrants to an arm’s-length third party, exercisable at a price of $0.12 per share up to 21 September 2013. The terms of these finders’ warrants were later modified to have an exercise price of $0.08 and an expiry date of 15 March 2015.

On 21 November 2012, the Company reached an agreement with the note holder, increasing the interest rate retroactively to 18%, extending the maturity of the note and the conversion option to 21 March 2013 and reducing the conversion price from $0.08 to $0.05 per share. The conversion feature amendment resulted in an incremental fair value of $1,000.

On 21 May 2013, the Company reached an agreement with the note holder, extending the maturity date of the promissory note and conversion option to 21 September 2013, extending the term of the additional consideration warrants to 21 March 2015 and reducing the exercise price of the additional consideration warrants to $0.08. The conversion feature amendment resulted in an incremental fair value of $1,000. The additional consideration warrant amendment resulted in an incremental fair value of $16,719.

8





Continental Energy Corporation
(An Exploration Stage Company)
Notes to the Interim Statements
31 December 2013
Expressed in U.S. Dollars
(Unaudited – Prepared by Management)
 

On 4 October 2013, the Company reached an agreement with the note holder, extending the maturity date of the promissory note to 15 November 2013. The conversion feature amendment resulted in an incremental fair value of $8,500.

On 12 December 2013, the Company reached an agreement with the note holder, extending the maturity date to 31 January 2014, and to reduce the exercise price of the warrants from $0.08 to $0.05. The conversion feature amendment resulted in an incremental fair value of $31,500. The additional consideration warrant amendment resulted in an incremental fair value of $10,782.

The incremental fair value of the conversion feature and the additional consideration warrants were calculated using the Black-Scholes option pricing model with the following assumptions:

      Additional  
  Conversion   Consideration  
2013 Option   Warrants  
Expected dividend yield Nil   Nil  
Expected stock price volatility 86 % 86 %
  Risk-free interest rate 0.11 % 0.21 %
Expected life of options (years) 0.34 – 1.83   1.83  
 
 
      Additional  
  Conversion   Consideration  
2014 Option   Warrants  
Expected dividend yield Nil   Nil  
Expected stock price volatility 86 % 86 %
Risk-free interest rate 0.06 % 0.14 %
Expected life of options (years) 0.12 – 0.14   1.27  

Subsequent to the period ended 31 December 2013, the Company entered into an agreement with the note holder for extending the maturity date of the promissory note and the terms of the conversion option (Note 10).

7. Share Capital

Authorized Share Capital

500,000,000 common shares without par value
500,000,000 preferred shares without par value

Shares issued

On 21 October 2013, a private placement was completed for 300,000 units for total proceeds of $15,000. Each unit consists of one common share of the Company and one share purchase warrant. Each warrant has a term of three years and an exercise price of $0.10 per share. The Company allocated $11,215 to common shares and $3,785 to the share purchase warrants based on management’s estimate of relative fair values.

9





Continental Energy Corporation
(An Exploration Stage Company)
Notes to the Interim Statements
31 December 2013
Expressed in U.S. Dollars
(Unaudited – Prepared by Management)
 

On 25 July 2013, a private placement was completed for 500,000 units for total proceeds of $25,000. Each unit consists of one common share of the Company and one-half share purchase warrant. Each warrant has a term of three years and an exercise price of $0.10 per share. The Company allocated $19,623 to common shares and $5,377 to the share purchase warrants based on management’s estimate of relative fair values.

On 28 June 2013, a private placement was completed for 300,000 units for total proceeds of $15,000. Each unit consists of one common share of the Company and one-half share purchase warrant. Each warrant has a term of three years and an exercise price of $0.10 per share. The Company allocated $10,190 to common shares and $4,810 to the share purchase warrants based on management’s estimate of relative fair values.

On 4 June 2013, the Company issued 20,000,000 shares of its common stock (Note 4) with a fair value of $900,000, in exchange for a 51% interest of the authorized and outstanding shares of Visionaire.

On 7 January 2013, the Company completed a private placement of 2,975,000 units with a purchase price of $0.02 per unit. 1,500,000 of the units, valued at $30,000, were issued to officers of the Company to extinguish debt of $30,000. The remaining proceeds of $29,500 were received in cash. Each unit consists of one common share of the Company and one share purchase warrant. Each warrant has a term of two years and an exercise price of $0.05 per share. The Company allocated $48,572 to common shares and $10,928 to the share purchase warrants based on management’s estimate of relative fair values.

Stock options

The Company has established a share purchase option plan whereby the Board of Directors may, from time to time, grant options to directors, officers, employees or consultants. Options granted must be exercised within a period as determined by the Company's board of directors. Options vest on the grant date unless otherwise determined by the Company's board of directors. The aggregate number of common shares which may be reserved as outstanding Stock Options shall not exceed 25,000,000, and the maximum number of options held by any one individual at any one time shall not exceed 7.5% of the total number of the Company's issued and outstanding common shares.

  a) Movements in outstanding share options during the period:

 

        Weighted Average  
  Number of   Exercise Price  
  Options   per Share  
      $  
 
Outstanding - 30 June 2012 16,340,000   0.06  
Granted 7,800,000   0.05  
Expired (8,340,000 ) 0.07  
 
Outstanding - 30 June 2013 15,800,000   0.05  
Granted -   -  
Expired -   -  
 
Outstanding and exercisable – 31 December 2013 15,800,000   0.05  

10





Continental Energy Corporation
(An Exploration Stage Company)
Notes to the Interim Statements
31 December 2013
Expressed in U.S. Dollars
(Unaudited – Prepared by Management)
 

 

b)     

Fair value of options

 

 

On 4 January 2013, a total of 7,800,000 stock options were granted to directors, officers and consultants of the Company, with an exercise price of $0.05 and a term expiring on 31 December 2015. The fair value of these stock options is $52,250, which was charged to the statement of comprehensive loss as share based payments expense during the year ended 30 June 2013.

 

 

The fair value of options granted and amended were estimated using the Black-Scholes option pricing model, with the following weighted average assumptions:

 

  For the  
  year  
  ended  
    30 June
  2013  
Expected dividend yield Nil  
Expected stock price volatility 86%  
Risk-free interest rate 0.27%  
Expected life of options (years) 2.99  

 

c)     

Share options outstanding

 

 

A summary of the Company’s options outstanding as at 31 December 2013 is as follows:

 

  Options Options Exercise  
Outstanding Exercisable Price Expiry date
8,000,000 8,000,000 $0.05 31 March 2015
7,800,000 7,800,000 $0.05 31 December 2015
15,800,000 15,800,000    

The options outstanding at 31 December 2013 had a weighted average remaining contractual life of 1.62 years.

11





Continental Energy Corporation
(An Exploration Stage Company)
Notes to the Interim Statements
31 December 2013
Expressed in U.S. Dollars
(Unaudited – Prepared by Management)
 

Warrants

  a) Movements in warrants during the period:

 

      Weighted  
  Number of   Average  
  Warrants   Exercise Price  
        per Share  
      $  
Outstanding – 30 June 2012 20,780,500   0.15  

Issued

3,125,000   0.05  

Expired

(12,350,000 ) 0.19  
Outstanding – 30 June 2013 11,555,500   0.06  

Issued

2,550,000   0.06  

Expired

-   -  
 
Warrants outstanding – 31 December 2013 14,105,500   0.06  

 

b)     

Fair value of warrants

 

 

On 21 October 2013, a total of 300,000 warrants were granted in conjunction with the Company’s private placement, with an exercise price of $0.10 and a term expiring in three years from date of grant. The total fair value of the warrants was $4,050 which was utilized to allocate $3,785 of the total proceeds of $15,000 to share based payment reserve.

 

 

On 1 October 2013, the Company granted a total of 2,000,000 share purchase warrants as total compensation to two arm’s length parties in exchange for investor relations and other financial services to the Company. Each warrant has a term of one year and an exercise price of $0.05 per common share. The Company calculated the fair value of these warrants to be $20,877 which has been charged to the statement of loss and comprehensive loss as share-based payments.

 

 

On 25 July 2013, a total of 250,000 warrants were granted in conjunction with the Company’s private placement, with an exercise price of $0.10 and a term expiring in three years from date of grant. The total fair value of the warrants was $13,700 which was utilized to allocate $5,377 of the total proceeds of $25,000 to share based payment reserve.

 

 

The fair value of the warrants was estimated using the Black-Scholes option pricing model, with the following assumptions:

 

  For the  
  period  
    ended  
  31 December  
  2013  
Expected dividend yield Nil  
Expected stock price volatility 86%  
Risk-free interest rate 0.15%  
Expected life of options (years) 1.43  

12





Continental Energy Corporation
(An Exploration Stage Company)
Notes to the Interim Statements
31 December 2013
Expressed in U.S. Dollars
(Unaudited – Prepared by Management)
 

On 28 June 2013, a total of 150,000 warrants were granted in conjunction with the Company’s private placement, with an exercise price of $0.10 and a term expiring in three years from date of grant.

On 7 January 2013, a total of 2,975,000 share purchase warrants were granted in conjunction with the Company’s private placement, with an exercise price of $0.05 and term expiring in two years from the date of grant.

  c)     

Warrants outstanding

 

 

A summary of the Company’s warrants outstanding as at 30 June 2013 is as follows:

 

Number of Price per  
Shares Share Expiry Date
2,643,000 $0.05 26 February 2014
2,975,000 $0.05 7 January 2015
1,812,500 $0.08 15 March 2015
3,975,000 $0.05 31 December 2015
150,000 $0.10 28 June 2016
250,000 $0.10 28 July 2016
1,500,000 $0.05 30 September 2014
500,000 $0.05 30 September 2014
300,000 $0.10 21 October 2016
 
14,105,500    

The warrants outstanding have a weighted average remaining contractual life of 1.20 years.

8. Related Party Transactions

 

a)     

Transactions with related parties and related party balances

 

 

As at 31 December 2013, $358,254 (30 June 2013 - $260,925) was payable to officers of the Company. This amount is included in accounts payable and is unsecured, non-interest bearing and has no specific terms for repayment.

 

 

As at 31 December 2013, there was a loan payable of $21,139 (30 June 2013 - $27,107) to an officer of the Company. The note accrued interest at a rate of 10% per annum, is unsecured and was originally due on 21 September 2013, the Company is currently negotiating new terms. During the period ended 31 December 2013, interest expense in the amount of $593 (2012 - $4,362) was accrued. The Company’s total repayment amounted to $6,561 during the six months ended 31 December 2013.

13





Continental Energy Corporation
(An Exploration Stage Company)
Notes to the Interim Statements
31 December 2013
Expressed in U.S. Dollars
(Unaudited – Prepared by Management)
 

 

  b) Compensation of key management personnel

 

  For the For the For the For the  
    three months three months six months six months  
  ended ended ended ended  
  31 December 31 December 31 December 31 December  
  2013 2012 2013 2012  
  $ $ $ $  
Management and consulting fees 67,500 67,500 135,000 135,000  

 

9. Segmented Information

The Company’s business consists of only one reportable segment, namely exploration and evaluation of oil and gas properties. Details on a geographical basis are as follows:

  31 December 30 June
  2013 2013  
  Total Non-Current Assets $ $  
Europe 709,145 862,375  
North America - -  
Southeast Asia 7,052 9,403  
  716,197 871,778  

 

10. Subsequent Events

 

  a)     

On 23 December 2013, the British Columbia Securities Commission issued the Company a cease trade order and the Alberta Securities Commission issued a cease trade order on 26 March 2014. These orders were issued because the Company was at the time deficient in its regulatory requirements involving the filing of its audited consolidated financial statements for the year ended 30 June 2013 and interim unaudited statements for the quarters ended 30 September 2013 and 31 December 2013. The orders prohibit trading of the Company’s securities in Canada until the deficiency is cured by the filing by the Company of the required financial reports and revocation orders have been issued by both Commissions. The Company has cured these deficiencies with its 23 April 2014 filing on SEDAR of its audited annual financial statements for fiscal 2013 and its subsequent filing of interim statements for the first two quarters of fiscal 2014. As at the Report Date, the Company is preparing its application for a revocation order with the Commissions.

 

b)     

On 3 March 2014, the Company received proceeds of $750,000 in the form of an interest free loan. The lender has agreed to convert the loan into common shares of the Company at such time as the common shares can be issued.

 

c)     

On 31 March 2014, the Company and the holder of the convertible promissory note (Note 6) reached an agreement to extend the maturity date of the promissory note to 30 April 2014 and extend the terms of the warrants to 31 December 2015.

14





MANAGEMENT’S DISCUSSION & ANALYSIS
FORM 51-102F1
CONTINENTAL ENERGY CORPORATION
For the Second Quarter Ended 31 December 2013 of the Fiscal Year Ending 30 June 2014

This Management Discussion and Analysis (“MD&A”) for Continental Energy Corporation (the "Company") has been prepared as of 30 April 2014 (the "Report Date"). This MD&A is intended to supplement and complement the management prepared, unaudited, condensed, interim, consolidated financial statements (the "Interim Statements") filed herewith.

These Interim Statements and this MD&A pertain to the six month period ended 31 December 2013, which corresponds to the Second Quarter of the Company's fiscal year ending 30 June 2014. This period is hereinafter referred to as the "Second Quarter" or as the "Past Quarter".

All financial information presented herein has been prepared in accordance with accounting policies consistent with International Financial Reporting Standards (“IFRS”). All amounts disclosed are in United States dollars unless otherwise stated.

NATURE OF BUSINESS

The Company is an emerging international energy investment company acquiring participating interests in oil, gas, and alternative energy projects, producers, and related services providers outside of North America.

HIGHLIGHTS OF THE SECOND QUARTER

Significant events having material effect on the business affairs of the Company which have occurred during the Second Quarter are summarized below:

Private Placement

On 23 October 2013, pursuant to a private placement agreement, the Company issued 300,000 units for total proceeds to the Company of $15,000. Each unit consists of one common share of the Company and a warrant to purchase one common share. Each warrant has a term of three years and an exercise price of $0.10 per common share.

Joint Bid Group Formed in Malaysia

On 7 November 2013, the Company entered into a 50/50 joint bid arrangement with an established Malaysian partner to evaluate opportunities and present carefully selected bids for new oil and gas production sharing and risk service contracts offered in Malaysia by PETRONAS, the national oil company.

Results of Bengara-II Contract Bid Reported

On 23 December 2013, the Company announced that the bid it had submitted in February 2013 for a new Indonesian production sharing contract (PSC) for the Bengara-II Block was not successful. The Company's bid group was one of seven unsuccessful bidders. Indonesian oil and gas regulator, MIGAS, announced the winning bidder for the Bengara-II Block was PT Tansri Madjid Energi, an Indonesian coal mining company. The winning bid consisted of a firm work obligation of minimum value totaling US$ 51,750,000 which included drilling four exploration wells and conducting 2D and 3D seismic, to be carried out during the first three PSC contract years. Additionally, the winner bid a cash signature bonus of US$ 2,500,000.

Convertible Promissory Note

On 4 October 2013, the Company and the holder of the convertible promissory note agreed to amend the note by extending the maturity date to 15 November 2013 and on 12 December 2013, the parties further agreed (1) to amend the note by extending the maturity date to 31 January 2014, and (2) to reduce the exercise price of the warrants from $0.08 to $0.05.





Note Payable

On 7 November 2013, the Company issued a promissory note to a Malaysian company for proceeds of $100,000. The promissory note had a maturity date of 15 May 2014 but was repaid in its entirety on 14 March 2014.

Cease Trade Order

On 23 December 2013, the British Columbia Securities Commission issued the Company a cease trade order and the Alberta Securities Commission issued a cease trade order on 26 March 2014. These orders were issued because the Company was at the time deficient in its regulatory requirements involving the filing of its audited consolidated financial statements for the year ended 30 June 2013 and Interim Statements for the quarters ended 30 September 2013 and 31 December 2013. The orders prohibit trading of the Company’s securities in Canada until the deficiency is cured by the Company filing the required financial reports and revocation orders are issued by both Commissions. The Company has cured these deficiencies with its 23 April 2014 filing on SEDAR of its audited annual financial statements for fiscal 2013 and its subsequent filing of financial statements for the first two quarters of fiscal 2014. As at the Report Date, the Company is preparing to file its application for a revocation order with the Commissions.

Share Purchase Warrants Activity

During the Past Quarter, the following activity involving the Company’s share purchase warrants occurred:

Exercises - No outstanding share purchase warrants were exercised.

New Issues

  a)     

On 1 October 2013, the Company granted a total of 2,000,000 share purchase warrants as total compensation to two arm’s length parties in exchange for investor relations and other financial services to the Company. Each warrant has a term of one year and an exercise price of $0.05 per common share.

     
  b)     

On 23 October 2013, pursuant to a private placement agreement, the Company issued 300,000 units for total proceeds of $15,000. Each unit consists of one common share of the Company and one share purchase warrant. Each warrant has a term of three years and an exercise price of $0.10 per common share.

Expiry– No share purchase warrants expired during this period.

Amendments – No amendments were made to the terms of any outstanding share purchase warrants.

Incentive Stock Options Activity

During the Past Quarter, the following activity involving the Company’s incentive stock options occurred:

Exercises - No outstanding incentive stock options were exercised.

New Grants – No new incentive stock options were granted.

Expiry – No outstanding incentive stock options expired.

Amendments – No amendments were made to the terms of any outstanding incentive stock options.

Common Share Conversion Rights Activity

During the Past Quarter, the following activity involving the common share conversion rights issued by the Company occurred:

Exercises - There were no exercises of outstanding common share conversion rights.

New Issues – There were no new common shares conversion rights issued.

Expiry – No outstanding common shares conversion rights expired.

Amendments – There were no amendments to the terms of any outstanding common share conversion rights.

Shares Issues

During the Past Quarter, a total of 300,000 new shares were issued.

New Issue - On 23 October 2013, a total of 300,000 common shares were issued pursuant to a private placement.





SHAREHOLDING AT END OF THE SECOND QUARTER

As at the end of the Second Quarter, the Company’s share capital was issued or held in reserve as follows:

SUBSEQUENT EVENTS TO THE REPORT DATE

Significant events possibly having material effect on the business affairs of the Company which have occurred since the end of the Second Quarter but prior to the Report Date of this MD&A include the following:

Convertible Promissory Note

On 31 March 2014, the Company and the holder of the convertible promissory note reached an agreement to extend the maturity date of the promissory note to 30 April 2014 and extended the terms of the warrants to 31 December 2015.

Cease Trade Orders

On 23 December 2013, the British Columbia Securities Commission issued the Company a cease trade order and the Alberta Securities Commission issued a cease trade order on 26 March 2014. These orders were issued because the Company was at the time deficient in its regulatory requirements involving the filing of its audited consolidated financial statements for the year ended 30 June 2013 and Interim Statements for the quarters ended 30 September 2013 and 31 December 2013. The orders prohibit trading of the Company’s securities in Canada until the deficiency is cured by the Company filing the required financial reports and revocation orders are issued by both Commissions. The Company has cured these deficiencies with its 23 April 2014 filing on SEDAR of its audited annual financial statements for fiscal 2013 and its subsequent filing of financial statements for the first two quarters of fiscal 2014. As at the Report Date, the Company is preparing to file its application for a revocation order with the Commissions.

Short Term Loan

On 3 March 2014, the Company received proceeds of $750,000 in the form of an interest free loan. The lender has agreed to convert the loan into common shares of the Company at such time as the common shares can be issued.

Share Purchase Warrants Activity

Exercises - No outstanding share purchase warrants were exercised.

New Issues –No share purchase warrants were issued.

Expiry–No share purchase warrants expired.

Amendments – No amendments were made to the terms of any outstanding share purchase warrants.

Incentive Stock Options Activity

Exercises - No outstanding incentive stock options were exercised.

New Grants – No new incentive stock options were granted.

Expiry – No outstanding incentive stock options expired.

Amendments – No amendments were made to the terms of any outstanding incentive stock options.





Common Share Conversion Rights Activity

Exercises - There were no exercises of outstanding common share conversion rights.

New Issues – There were no new common shares conversion rights issued.

Expiry – No outstanding common shares conversion rights expired.

Amendments – There were no amendments to the terms of any outstanding common share conversion rights.

Shares Issues

Subsequent to the end of the Second Quarter and prior to the Report Date of this MD&A, no shares were issued.

SHAREHOLDING

As at the Report Date of this MD&A, the Company’s share capital is issued or held in reserve as follows:

FINANCIAL RESULTS OF OPERATIONS

Summary of Quarterly Results

The following table sets out selected and unaudited quarterly financial information for the Company for its last eight quarters and is derived from Interim Statements prepared by management in accordance with accounting policies consistent with IFRS.

      Income (loss)   Basic and Diluted  
      from Continued   Income (Loss) per  
      Operations and   Share from Continued  
      Net Income   Operations and Net  
    Revenues (loss)   Income (loss)  
  Period $ $   $  
  2nd Quarter 2014 Nil (341,133 (0.00
  1st Quarter 2014 Nil (189,866 ) (0.00 )
  4th Quarter 2013 Nil 47,508   0.00  
  3rd Quarter 2013 Nil (446,450 ) (0.01 )
  2nd Quarter 2013 Nil (144,702 ) (0.00 )
  1st Quarter 2013 Nil (156,471 ) (0.00 )
  4th Quarter 2012 Nil (208,463 ) (0.00 )
  3rd Quarter 2012 Nil (1,198,449 ) (0.01 )




Comparative Results of Operations

Six month period ended 31 December 2013 (the “Current Period”) and the
Six month period ended 31 December 2012 (the “Comparative Period”)

  1.     

Overall, the Company incurred a loss from operations during Current Period of $530,999 compared to a loss of $301,173 during the Comparative Period, an increase in overall loss of $229,826.

     
  2.     

The Company incurred a loss per share of $0.00 both in the Current Period and the Comparative Period.

     
  3.     

The increase in loss is primarily due to the Company equity accounting for the losses of its affiliates. Total equity loss during the Current Period was $220,576 compared to $nil for the Current Period. The Company made the investment in the affiliates on 4 June 2013 during the fourth quarter for fiscal 2013. During the Current Period also, the Company incurred share-based payment expense of $20,877, representing the calculated fair value of the share purchase warrants granted to the Company’s consultants. Share-based payment expense for the Comparative Period amounted to $nil. All of the Company’s other costs decreased slightly compared to the costs incurred during the Comparative Period as a result of lower overall activity of the Company during the Current Period.

     
  4.     

Cash used in operating activities during the Current Period totaled $119,081, compared with $147,170 in the Comparative Period.

     
  5.     

Cash from investing activities during the Current Period was $nil while the Company generated net $8,700 during the Comparative Period on purchase and sale of equipment.

Three month period ended 31 December 2013 (the “Current Quarter”) and the
Three month period ended 31 December 2012 (the “Comparative Quarter”).

  1.     

Overall, the Company incurred a loss from operations during the Current Quarter of $341,133compared to a loss of $144,702 for the Comparative Quarter, an increase in overall loss of $196,431.

     
  2.     

The Company incurred a loss per share of $0.00 both in the Current Quarter and the Comparative Quarter.

     
  3.     

The increase in loss is primarily due to the Company equity accounting for the losses of its affiliates. Total equity loss during the Current Quarter was $177,382 compared to $nil for the Comparative Quarter. The Company made the investment in the affiliates on 4 June 2013 during the fourth quarter of fiscal 2013. During the Current Quarter also, the Company incurred share-based payment expense of $20,877, representing the calculated fair value of the share purchase warrants granted to the Company’s consultants. Share-based payment expense for the Comparative Quarter amounted to $nil. All of the Company’s other costs decreased slightly compared to the costs incurred during the Comparative Quarter as a result of lower overall activity of the Company during the Current Quarter.

Liquidity at the End of the Second Quarter

As at 31 December 2013, the Company’s Interim Statements reflected a working capital deficit of $1,008,862 compared to a working capital deficit of $744,692 at 30 June 2013, end of the previous fiscal year end.

The Company generated $133,439 from financing activities during the Current Period which included proceeds from private placements and loans from related parties. During the Comparative Period, the Company made net principal and interest payments to related parties in the amount of $8,427.





Capital Resources

The Company has no significant operations that generate cash flow and its long term financial success is dependent on management’s ability to identify and conclude oil, gas, and alternative energy investments with a likelihood of success. These undertakings can take many years and are subject to factors that are beyond the Company’s control.

In order to finance the Company’s growth and to cover administrative and overhead expenses, the Company raises money through equity sales and from the exercise of convertible securities. Many factors influence the Company’s ability to raise funds, including the health of the energy and resource markets, the climate for investment, the Company’s track record, and the experience and caliber of its management.

The Company may not have sufficient funds to meet its administrative and new business development activities over the next twelve months. The Company believes it will be able to raise the necessary capital it requires, but recognizes there will be risks involved that may be beyond its control. The Company is actively sourcing new capital.

Risks and Uncertainties

The Company has no history of profitable operations and is subject to many risks common to such enterprises, including under-capitalization, cash shortages and limitations with respect to personnel, financial and other resources and the lack of revenues. There is no assurance that the Company will be successful in achieving a return on shareholders' investment and the likelihood of success must be considered in light of its early stage of operations.

There is no certainty that the money the Company spends on new business development or that the investments it makes will result in significant revenue growth to the Company. The long-term profitability of the Company's operations will in part be related to the success of its investments and the performance of current and future Affiliates, all of whom may be affected by a number of factors that are beyond the control of the Company.

The Company is very dependent upon the personal efforts and commitment of its existing management. To the extent that management's services would be unavailable for any reason, a disruption to the operations of the Company could result, and other persons would be required to manage and operate the Company.

Segment Information

The Company operates in the business sector of acquiring participating equity interests in oil, gas, and alternative energy projects, producers, and related services providers doing business outside of North America. The Company's assets are segmented on a geographical basis as follows:

As at: 31 December 2013   30 June 2013  
Geographic Segment        

Europe

709,145   862,375  

North America

-   -  

Southeast Asia

7,052   9,403  

Total Non-Current Assets - $

716,197   871,778  

ADDITIONAL DISCLOSURE

Off-Balance Sheet Arrangements

The Company does not have any off-balance sheet arrangements not already disclosed elsewhere in the MD&A.

Material Contracts & Commitments

During the period, no new material contracts or commitments were undertaken, not elsewhere disclosed herein or in the Interim Statements for the period ended 31 December 2013.





Related Party Transactions

Details of the transactions and balances between the Company and its related parties are disclosed below.

a) Transactions with related parties and related party balances

As at 31 December 2013, $358,254 (30 June 2013 - $260,925) was payable to officers of the Company. This amount is included in accounts payable and is unsecured, non-interest bearing and has no specific terms for repayment.

As at 31 December 2013, there was a loan payable of $21,139 (30 June 2013 - $27,107) to an officer of the Company. The note accrues interest at a rate of 10% per annum, is unsecured and was originally due on 21 September 2013. The Company is currently negotiating new terms. During the period ended 31 December 2013, interest expense in the amount of $593 (2012 - $4,362) was accrued. The Company’s total repayment amounted to $6,561 during the six months ended 31 December 2013.

b) Compensation of key management personnel

 

              For the 3 Months Ended             For the 6 Months Ended  
    December   December   December   December  
    2013   2012   2013   2012  
  Management and consulting fees - $ 67,500   67,500   135,000   135,000  

Investor Relations, Publicity and Promotion

No material new arrangements, or modifications to existing agreements, were made by the Company for investor relations services, publicity, promotion or advertising agreements which are not otherwise already disclosed above.

Financial Advice, New Business Consulting, Finder's Agreements, & Fund Raising

No material new arrangements, or modifications to existing agreements, were made by the Company for financial advice, new business consulting, finder's arrangements, or fund raising which are not otherwise already disclosed above.

Critical Accounting Policies and Estimates

The preparation of Interim Statements in accordance with IFRS requires that the Company’s management make judgments and estimates and form assumptions that affect the amounts in the financial statements and related notes to those financial statements.

Actual results could differ from those estimates. Judgments, estimates and assumptions are reviewed on an ongoing basis based on historical experience and other factors that are considered to be relevant under the circumstances. Revisions to judgments, estimates and assumptions are accounted for prospectively.

In preparing the Company’s Interim Statements, significant judgments may be made by management in applying the Company’s accounting policies and the key sources of estimation uncertainty were the same as those applied to the audited consolidated financial statements for the year ended 30 June 2013.

Financial Instruments

The Company’s financial instruments as at 31 December 2013 consist of cash, receivables, included long-term receivable, accounts payable and accrued liabilities, loan payable to related party and convertible debt. The fair value of these instruments approximates their carrying value. There were no off-balance sheet financial instruments.

Cash, other than the minor amounts of Indonesian Rupiahs and Norwegian Krone, consist solely of cash deposits with major Canadian banks.

The Company does not use derivative or hedging instruments to reduce its exposure to fluctuations in foreign currency exchange rates involving the Canadian dollar, Indonesian Rupiah or Norwegian Krone





Capital Management

The Company’s objectives when managing capital are to safeguard the Company’s ability to continue as a going concern in order to pursue new business development and to maintain a flexible capital structure for its projects for the benefits of its stakeholders.

The Company's principal source of funds is from the issuance of common shares. In the management of capital, the Company includes the components of shareholders’ equity as well as cash and receivables.

The Company manages the capital structure and makes adjustments to it in light of changes in economic conditions and the risk characteristics of the underlying assets. To maintain or adjust the capital structure, the Company may attempt to issue new shares, enter into joint venture property arrangements, acquire or dispose of assets, or adjust the amount of cash and short-term investments.

The Company’s investment policy is to invest its cash in liquid short-term interest-bearing investments selected with regard to the expected timing of expenditures from continuing operations.

The Company is not subject to any externally imposed capital requirements and there was no change in the Company’s capital management during the period ended 31 December 2013.

Additional Disclosure for Venture Issuers without Significant Revenue

Additional disclosure concerning the Company’s general and administrative expenses and other business development costs is provided in the Company’s statement of loss and comprehensive loss contained in its Interim Statements for the period ended 31 December 2013.

Approval

The Company’s Board of Directors has delegated the responsibility and authority for approving quarterly financial statements and MD&A to the Audit Committee. The Audit Committee approved the Interim Statements and MD&A on 30 April 2014.

Additional Information

Additional information relating to Continental is available on SEDAR at www.sedar.com.

Claims, Contingencies & Litigation

Except for any contingencies elsewhere disclosed herein, or in the Interim Statements for the period ended 31 December 2013 published herewith, the Company knows of no material, active or pending claims or legal proceedings against them; nor is the Company involved as a plaintiff in any material proceeding or pending litigation that might materially adversely affect the Company or a property interest of the Company.

CONTINUOUS DISCLOSURE & FILINGS - CANADA

Additional disclosure is made on a continuous basis through periodic filings of Company financial information, significant events, including all press releases and material change reports and disclosure of new or changed circumstances regarding the Company. The financial statements are filed by the Company with the British Columbia Securities Commissions (“BCSC”) for each fiscal quarter. Shareholders and interested parties may obtain downloadable copies of mandatory filings made by the Company with Canadian securities regulators on the internet at the “SEDAR” website www.sedar.com which is the “System for Electronic Document Archiving and Retrieval”, employed by Canadian securities regulatory commissions to enable publicly traded companies to electronically file and archive documents and filings in compliance with applicable laws and securities trading regulations. The Company began filing on SEDAR in 1997. All Company filings made on SEDAR during the year and up to the date of this filing are incorporated herein by this reference.





CONTINUOUS DISCLOSURE & FILINGS - USA

The Company is also a full reporting issuer and filer of US Securities and Exchange Commission (“US-SEC”) filings. US-SEC filings include Form 20F annual reports and audited financial statements. Interim unaudited quarterly financial reports in this format together with press releases and material contracts and changes are filed under Form-6K. The Company has filed electronically on the US-SEC’s EDGAR database commencing with the Company’s Form 20F annual report and audited financial statements since its fiscal year end 2004. See website www.sec.gov/edgar/searchedgar/webusers.htm. Prior to that event the Company filed with the US-SEC in paper form. All Company filings made to US-SEC during the past fiscal year and during the Past Quarter and up to the date of this filing are incorporated herein by this reference.

FORWARD-LOOKING INFORMATION

Forward-looking statements relate to future events or future performance and reflect management's expectations or beliefs regarding future events and include, but are not limited to, statements with respect to the estimation of reserves and resources, the realization of reserve estimates, the timing and amount of estimated future production, costs of production, capital expenditures, success of oil and gas operations, environmental risks, permitting risks, unanticipated reclamation expenses, title disputes or claims and limitations on insurance coverage. In certain cases, forward-looking statements can be identified by the use of words such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "would", "might" or "will be taken", "occur" or "be achieved" or the negative of these terms or comparable terminology. By their very nature forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Such factors include, among others, risks related to actual results of exploration activities; changes in project parameters as plans continue to be refined; future prices of resources; possible variations in resource reserves; accidents, labour disputes and other risks of the oil and gas and alternative energy industries; delays in obtaining governmental approvals or financing or in the completion of development or construction activities; as well as those factors detailed from time to time in the Company's interim and annual financial statements which are filed and available for review on SEDAR at www.sedar.com. Although the Company has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements.

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