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CYCLIQ GROUP LTD Annual Report 2012

Sep 26, 2012

64746_rns_2012-09-26_68d3364b-dbf0-4af4-9813-cc39eb96b819.pdf

Annual Report

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Sprint Energy Limited (Formerly known as Modena Resources Limited) ACN 119 749 647

Annual Report - 30 June 2012

Sprint Energy Limited (Formerly known as Modena Resources Limited) Contents 30 June 2012

Contents

Contents
Page
Corporate directory 3
Chairman's letter and Review of Operations 4
Review of operations 5
Directors' report 8
Auditor's independence declaration 19
Corporate Governance Statement 20
Financial report
Statement of comprehensive income 30
Statement of financial position 31
Statement of changes in equity 32
Statement of cash flows 33
Notes to the financial statements 34
Directors' declaration 62
Independent auditor's report to the members of Sprint Energy Limited 63
Shareholder information 65

2

Sprint Energy Limited (Formerly known as Modena Resources Limited) Corporate directory 30 June 2012

Directors Brad Boyle (Managing Director)
Dr Jaap Poll (Non-Executive Chairman)
James Thompson (Non-Executive Director)
Company secretary Melanie Leydin
Registered office 1186 Hay Street
West Perth WA 6005
Ph : (08) 9215 4200
Fax : (08) 9215 4299
Principal place of business 1186 Hay Street
West Perth WA 6005
Ph : (08) 9215 4200
Fax : (08) 9215 4299
Share register Computershare Investor Services Pty Ltd
Level 2 Reserve Bank Building
45 St George Terrace Bank Building
Perth WA 6000
Tel : (08) 9323 2000
Fax : (08) 9323 2033
Auditor Nexia Perth Audit Services Pty Ltd
Level 7, The Quadrant, 1 William Street
Perth WA 6000
Tel (08) 9463 2463
Fax (08) 9463 2499
Stock exchange listing Sprint Energy Limited shares are listed on the Australian Securities
Exchange (ASX code: SPS)
(ASX code options: SPSOA)
Website address www.sprintenergy.com.au

3

Sprint Energy Limited (Formerly known as Modena Resources Limited) Chairman’s letter and Review of Operations 30 June 2012

Dear Shareholders,

I am pleased to report that the past year has seen a substantive positive change for your Company.

During this time, Sprint has managed to attract a highly qualified Board and Management team, which has strongly contributed to the advancement of the Company’s position.

The Company has managed to settle all outstanding legal actions and dramatically reduce its overall liability from approximately $8.5M to less than $0.5M through a number of debt reduction strategies.

The Company currently holds gas assets in the Texan Gulf region on and near Padre Island. Although these assets have not performed as originally hoped when Sprint acquired these some years ago, the Company is reviewing options to minimise costs and maximise the potential value of these assets, including the retained value of the infrastructure owned by the Company. However, a clear path forward here is yet to be defined.

At the same time we have managed to obtain options over highly prospective new projects, which could provide a solid foundation for our future growth and development.

Subsequent to the year-end, Sprint has announced options to acquire three separate oil and gas projects in the Penza and Tomsk regions of Russia. The company has an exclusive period to review the technical and commercial merits of each project. Should it be determined that the projects are suitable to meet our strategic objectives, the Company will have the right to earn, in stages, a majority position in each project.

The Russian projects are currently under technical and legal due diligence and should the results be positive, Sprint will once again have an exciting future with a diversified portfolio of near, mid and long term oil and gas assets in various jurisdictions around the world

I thank our directors, officers and staff for their tireless hard work during the 2012 financial year and I look forward to working with them in the year ahead. In particular I would be amiss not to mention the enormous achievements of our Managing Director Brad Boyle in the short period since he joined us.

Finally, I would also personally like to thank all shareholders who have remained with Sprint through another challenging year. I look forward to an exciting year ahead as the Company moves towards achieving its goals and restoring shareholder value.

Yours sincerely,

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Jaap Poll Non-Executive Chairman Sprint Energy Limited

4

Sprint Energy Limited (Formerly known as Modena Resources Limited) Review of operations For the Year ended 30 June 2012

OVERVIEW

The last twelve months has seen a dramatic improvement for the Company. The Company changed its name to Sprint Energy Ltd. (“Sprint”) and the Board has gone from a recovery focus through to acquisition and development of near-production oil and gas assets.

This report provides the details and progress of this work, along with information on a number of issues affecting the Company. Over all it has been a very successful year. Most significantly the Company is in a substantially better financial position than it was at the end of the last financial year (30 June 2011) and efforts continues to improve this further and to identify new opportunities to expand our current asset base.

PRODUCTION OPERATIONS

During the year, production on Padre Island and at Sullivan City totalled approximately 17 MMcf of gas and some 855 barrels of crude oil, generating revenue of almost $107,000 for the Company. Although gas prices have recovered some ground over the first half of 2012, they are still at historically low levels, which adversely affects Company revenues.

PADRE ISLAND LEASE AND ASSET REVIEW

A technical and economic review of the Company’s Padre Island assets commenced in late 2011. In May 2012, the review was assisted with the acquisition of additional seismic data. The current review of the Company’s assets is to identify the most appropriate course of action to maximise the inherit value of the Company’s infrastructure and whether it is economic to re-develop the assets.

As advised, a number of the Padre Island leases were automatically terminated due to non-production. It should be noted that Sprint retains ownership of all wells, production facilities and equipment on all of the expired leases. The Company has currently registered to participate in lease auctions in October 2012, with the intent to acquire the some of the leases covering South Sprint. Further technical analysis is required before the Company will be in a position to determine how to progress with these assets.

NEW VENTURES

During the year, the Company advised that the Padre Island and Sullivan City assets would assist with short to medium-term production and cash flow, but new assets would be required for longer-term growth.

During the year, Sprint commenced investigations into a number of new opportunities within the Gulf Region in order to enhance its portfolio and in a bid to provide low to medium risk exploration, development, and production for the near to medium term. Unfortunately, a number proposals considered by the Company were considered to be unsuitable to meet Sprint’s objectives.

Subsequent Events

Subsequent to the end of the year the Company entered into three new options to acquire projects in Russia. These projects are all subject to the completion of due diligence, board and shareholder approval.

Block 71-1

On 8 August 2012, Sprint advised it had entered into an option agreement with Electrosecur Limited who had rights to obtain a seventy four (74%) percent equity interest in specialist Russian Oil Company, OOO Bakcharneftegaz (“BNG”), a company duly incorporated under the laws of the Russian Federation and holder of License Block 71-1 in the Tomsk region of West Siberia.

Block 71-1 contains two wells drilled in the Soviet period and the intention of the Company is to re-enter the well to establish its oil potential. Depending on the results of the re-entry, the Company would consider drilling a new well on a seismically defined reef structure to test potential oil prospective zones in both the Jurassic and Palaeozoic sequences.

5

Sprint Energy Limited (Formerly known as Modena Resources Limited) Review of operations For the Year ended 30 June 2012

On 25 September 2012, Sprint advised the Parties that the term sheet between Sprint and Electrosecur Ltd in early August 2012, was no longer considered appropriate. Thus, the term sheet was rescinded with Electrosecur Ltd. Subsequently, Sprint and the principal of BNG Mr Mikhail Malyarenko, continued to discuss possible acquisition terms for Block 71-1.

The Company will provide an update once more information becomes available through the due diligence period.

Penza Project

On 20 September 2012, the Company announced that it had signed a Heads of Agreement (“HOA”) with Burtasi Oil through its Australian agents, Petroscope Pty Ltd, herein after called (“Burtasi”), to acquire up to 70% interest in Burtasi Oil, who is the 100% holder of two prospective licenses called Shatkinsky and Pionersky in the prolific Volga-Urals Basin, Penza Region, Russian Federation.

The prospective Shatkinsky and Pionersky licenses (31km2 and 87km2 respectively) contain six seismically defined prospects, which are subject to further de-risking by new seismic acquisition..

Based on available data, Burtasi have calculated a total of 71mmbbls OOIP (original oil in place) or 13mmbbls, P50 indicative potentially recoverable reserves, in the same Carboniferous and Devonian carbonate formations as those producing in adjacent oil fields less than 6km from the Burtasi license boundary.

Both Licenses are close to major infrastructure, pipelines and markets. Produced Oil from the area attracts world parity pricing WTI less 10% and the fiscal regime is favourable.

Under the terms of the HOA, Sprint was granted a 90 day exclusivity period, for US$250,000, to allow time for due diligence and to secure the opportunity. Sprint is to pay US$1M on signing a formal Share Purchase Agreement and a Joint Operating Agreement (JOA) on or before the end of the 90 day exclusivity period.

Upon signing and committing to Phase One, Sprint will earn 30% of Burtasi Oil through funding G & G, and 50km 2D seismic on each block for an estimated cost of US$650,000 and assumes operatorship under a JOA.

Sprint can proceed to Phase Two by committing to fund the drilling of one or two wells before 1 May 2016 for the remaining 40%. These wells will be drilled to approximately 1850m and are estimated to cost about US$3.5M. For further details on the transaction please refer the Sprint website at http://www.sprintenergy.com.au.

Block 95-3

On 25 September 2012, Sprint advised it had entered into an option agreement with Terra Limited (“Terra”) the holder of Licence Block 95-3 in the Tomsk region of West Siberia. Under the Term Sheet, Sprint has the right to earn up to seventy five (75%) percent equity interest in Terra Ltd, a company duly incorporated under the laws of the Russian Federation.

The Project has a combined area of 360km² and is located in the southern section of the Tomsk Basin within close proximity of established oil production centres.

The Project is adjacent to Block 86, which produces in excess of 15,000boe p/day.

Terra confirmed that three exploration wells were drilled in the Block starting in the Soviet period (1970’s). The first well (Well No 1) was drilled on the Parbigskaya structure and intersected oil saturated Jurassic reservoirs

Subject to confirmation under due diligence, the Company sees good potential to increase the current 70-80 barrels per day flow potential from Well No 1 to around 150-200 barrels per day, by early 2013.

The license is only 11kms from the nearest all weather road and plans are underway to construct an all year access road to Well No 1.

Terra advised that logs from all three existing wells indicate potential oil saturated intervals of Palaeozoic and Jurassic age. These additional intervals provide good upside potential.

6

Sprint Energy Limited (Formerly known as Modena Resources Limited) Review of operations For the Year ended 30 June 2012

Terra has mapped three structures with near drill-ready prospects, including proposed Well No 5. The intent of Well No 5 is to increase oil production and reserves.

Under the option, Sprint has been granted a 60 day exclusivity period to complete its Due Diligence. Sprint will pay US$300,000 as an option payment on signing a formal purchase agreement on or before the end of the 60 day exclusivity period.

Sprint shall have six (6) months to spend US$1.2M during Stage 1 to earn 25% of Block 95-3 through funding drilling and access activities. Sprint shall have a further twelve (12) months to spend US$10M during Stage 2, to earn 55% of Block 95-3 through funding additional drilling and exploration activities.

Finally, Sprint shall have an additional twelve (12) months to spend US$10M during Stage 3, to earn 75% of Block 95-3 through funding further exploration, appraisal and development activities. For further details on the transaction please refer the Sprint website at http://www.sprintenergy.com.au.

FINANCIAL POSITION AND AUDIT PROGRESS UPDATE

Audit Annual Report

In October 2011, the Company was suspended from trading due to its failure to lodge a financial year ended 30 June 2011 report. With a new Board and management team in place, the Company was able to prepare the report and was successfully reinstated on the ASX on 13 January 2012.

On 9 August 2012, Nexia Perth Audit Services Pty Ltd were appointed as the Company’s Auditors replacing BDO, who had been with the Company for a number of years.

CORPORATE AND LEGAL

Legal Review and Debt Settlements

During the year, the Board was able to successfully negotiate settlements to legal proceedings in which the Company was involved. In addition the Company settled numerous outstanding debt claims, in some cases through the issue of Sprint equity at a discount to the face value of the outstanding claims. The Board took a proactive and prudent approach to these proceedings and settled each of the actions on fair and commercial terms. As at the date of this report the Company has settled all material legal claims and loans outstanding. Details of the settlements were announced during the year. For further details on the settlements please refer the Sprint website at http://www.sprintenergy.com.au.

Change of Company Name

The shareholders of the Company approved the change of name to Sprint Energy Ltd. (ASX Code: SPS) at a General Meeting held on 16 December 2011. This change of name was executed on 20 December 2011.

Corporate Governance

During the year a comprehensive review of the Company’s corporate governance policies and procedures was completed. As a consequence of this review, a number of new policies have been implemented.

Also during the year, the Board of Directors has established an Audit and Risk Committee and a Remuneration and Nomination Committee.

Change of Registered Office

In order to meet its operational requirements, the Company changed its registered office on 24 July 2012, from Suite 304, 22 St. Kilda Road, St. Kilda, Victoria, back to 1186 Hay Street, West Perth, Western Australia.

7

Sprint Energy Limited (Formerly known as Modena Resources Limited) Directors' report 30 June 2012

The directors present their report, together with the financial statements, on the consolidated entity (referred to hereafter as the 'consolidated entity') consisting of Sprint Energy Limited (referred to hereafter as the 'company' or 'parent entity') and the entities it controlled for the year ended 30 June 2012.

Directors

The following persons were directors of Sprint Energy Limited during the whole of the financial year and up to the date of this report, unless otherwise stated:

Dr Jaap Poll - appointed 6 January 2012 Brad Boyle - appointed 12 April 2012 James Thompson - appointed 30 July 2012 Andrew Mattin - appointed 24 October 2011, resigned 8 March 2012 Andrew Waller – appointed 3 August 2011, resigned 20 September 2011 Anthony Hamilton – resigned 28 July 2011 Cameron Edwards – appointed 20 September 2011, resigned 15 November 2011 Cosimo Damiano – appointed 20 September 2011, resigned 23 March 2012 Craig Martin - appointed 24 October 2011, resigned on 9 August 2012 Craig Willis - resigned 21 April 2011, re-appointed 3 August 2011, resigned 24 October 2011 Douglas Jendry - appointed 21 April 2011, resigned 1 August 2011 Gary Roper - appointed 26 March 2012, resigned 12 April 2012 James Row – resigned 28 July 2011 Tony Izelaar – resigned 20 September 2011

Principal activities

During the financial year the principal continuing activities of the consolidated entity consisted of: ● management of onshore and off shore oil and gas production assets in the USA.

Dividends

There were no dividends paid, recommended or declared during the current or previous financial year.

Review of operations

The loss for the consolidated entity after providing for income tax amounted to $220,609 (30 June 2011: $39,566,577).

Refer to the preceding pages for a detailed review of operations.

Significant changes in the state of affairs

The company drew down on a facility arrangement and issued 38,646,770 shares raising $700,000.

The company issued 345,425,527 shares valued at $7,569,819 on the conversion of convertible loans.

The company issued 11,200,000 shares valued at $222,000 as a means of payment for existing creditors.

The company issued 5,000,000 shares valued at $118,333 as a means of payment for a facility fee.

The company issued 10,000,000 shares valued at $200,000 as settlement of an ongoing legal dispute.

There were no other significant changes in the state of affairs of the consolidated entity during the financial year.

Matters subsequent to the end of the financial year

On 13 August 2012, the company issued 24,910,114 shares valued at $443,400 on the conversion of convertible notes. Subsequent to year end $150,000 of convertible notes were issued.

On 22 August 2012, the company announced that it has decreased the total shares issued by 260,869 due to an Appendix 3B in January 2011 that had never been lodged with the share registry.

8

Sprint Energy Limited (Formerly known as Modena Resources Limited) Directors' report 30 June 2012

On 6 September 2012, the company announced that it received commitments to raise $3 million. The raising will be achieved through the placement of 100,000,000 shares at $0.02 (two cents) and the issue of a further $1,000,000 of convertible notes.

On 19 September 2012, the company announced that it has completed the Tranche 1 placement of 76,880,000 shares at 2 cents raising approximately $1,540,000 before costs. The remaining amount of approximately $460,000 of the capital raising will be obtained under Tranche 2 and such funds will be subject to shareholder approval. Such approval will be sought at a general meeting of shareholders. At the same meeting shareholder approval of the conversion terms for the $1,000,000 convertible debt issue will be sought.

On 20 September 2012, the company signed a Heads of Agreement (HOA) with Burtasi Oil through its Australian agents, Petroscope Pty Ltd to acquire up to 70% interest in Burtasi Oil, who is the 100% holder of two highly prospective licences called Shatkinsky and Pionersky in the prolific Volga-Ursals Basin, Penza Region, Russian Federation.

On 25 September 2012, the company announced that it will acquire up to a 75% interest in Terra Limited which holds 100% of the Block 95-3 oil and gas licence in Nyurol Basin in the Russian Federation. The company is to pay a US$300,000 option fee within 60 days of signing a formal purchase agreement.

No other matter or circumstance has arisen since 30 June 2012 that has significantly affected, or may significantly affect the consolidated entity's operations, the results of those operations, or the consolidated entity's state of affairs in future financial years.

Likely developments and expected results of operations

Information on likely developments in the operations of the consolidated entity and the expected results of operations have not been included in this report because the directors believe it would be likely to result in unreasonable prejudice to the consolidated entity.

Environmental regulation

There have been no recorded incidents of non-compliance with any applicable international, national or local declarations, treaties, conventions or regulations associated with environmental issues during the reporting period. There have not been any known significant breaches of any environmental regulations during the year under review and up until the date of this report. The Directors have considered compliance with the National Greenhouse and Energy Reporting Act 2007 which requires entities to report annual greenhouse gas emissions and energy use. For the first measurement period 1 July 2011 to 30 June 2012 the directors have assessed that there are no current reporting requirements.

9

Sprint Energy Limited (Formerly known as Modena Resources Limited) Directors' report 30 June 2012

Information on directors

Name: Brad Boyle Title: Managing Director (appointed 12 April 2012) Experience and expertise: Mr Boyle is the founder of Monolithic Corporate Group which is a Legal and Corporate Compliance service company, based in West Perth. Mr Boyle has extensive experience as legal counsel and company secretary. Previously, Mr Boyle acquired a diverse range of corporate and private practice experience acting for mining, commercial and government clients across a broad range of sectors. He also has extensive litigation experience including representing clients in mediations, Federal, Supreme, District and Magistrates Courts.

Mr Boyle is also a Director for Triton Gold Ltd, an Australian listed company and a Director of two Not-For-Profit organizations. Mr Boyle is a Chartered Company Secretary, having obtained a Graduate Diploma in Corporate Governance and a Graduate Diploma in Business Administration and is a member of the Australian Institute of Company Directors, WA Law Society and the Australian Corporate Lawyers Association. Other current directorships: Triton Gold Limited Former directorships (in the last 3 years): Nil Special responsibilities: Nil Interests in shares: Nil Interests in options: Nil Name: James Thompson Title: Non-Executive Director (appointed 30 July 2012) Qualifications: He is a qualified chartered accountant, admitted legal practitioner, Fellow of FINSIA and holds a Bachelor of Commerce and Bachelor of Laws. Experience and expertise: Mr Thompson has 20 years experience in principal investment, private equity and investment banking. He has held senior positions in New York, Sydney, London, HK/China and Perth with organisations including Macquarie Bank, Quadrant Private Equity and KPMG. Other current directorships: Modun Reources Limited (appointed 6 April 2011) Stratos Reseources Ltd (appointed 5 June 2012) Former directorships (in the last 3 years): Nil Special responsibilities: Member of the Audit Committee, Member of Remuneration and Nomination Committee Interests in shares: Nil Interests in options: Nil

10

Sprint Energy Limited (Formerly known as Modena Resources Limited) Directors' report 30 June 2012

Name: Dr Jaap Poll
Title: Non-Executive Chairman (appointed 6 January 2012)
Qualifications: BSc, MSc, and a PhD in Structural Geology from the University of Leiden in Holland
Experience and expertise: Dr Poll commenced working in the petroleum industry in 1966. Since then he has
held a number of technical and executive positions with the likes of Shell and
Woodside, and has been Chief Executive Officer, an advisor and a Board member to
a number of small and medium sized oil and gas companies; most notably Oil
Search,
Petroz,
Otto
Energy,
and
Anzoil.
His
illustrious
46-year
petroleum
exploration and production management career has spanned the globe, including the
Americas, Europe, the Middle East, South East Asia and Australia. Dr Poll is a
qualified Arbitrator and Mediator, a certified professional member of the American
Association of Petroleum Geology (AAPG) and a Distinguished Member of the
Petroleum Exploration Society of Australia (PESA).
Other current directorships: Nil
Former directorships (in the
last 3 years): Otto Energy Limited (resigned 22 November 2010)
Special responsibilities: Member of the Audit Committee, Member of Remuneration and Nomination
Committee
Interests in shares: 1,000,000 fully paid ordinary shares
Interests in options: Nil
Name: Craig Martin
Title: Non-Executive Director (appointed 24 October 2011, resigned 9 August 2012)
Experience and expertise: Craig Martin is a senior executive oil and gas professional with extensive experience
in oil and gas, offshore and onshore operations. Craig has worked for Australian and
international upstream operators for more than 26 years in oil and gas production
operations, field development, exploration, drilling and crude oil and gas marketing.
He has worked for operating companies including Santos, Cultus Petroleum, Gulf
Australia, Newfield Exploration, OMV, Coogee Resources, Otto Energy and Nido
Petroleum.
Craig holds a Bachelor of Science Degree (Geology), a Master of
Business Administration and Graduate Diploma in Oil and Gas Engineering. He is a
member of the Society of Petroleum Engineers (SPE), the American Association of
Petroleum Geologists (AAPG), the Petroleum Exploration Society of Australia
(PESA), the Australian Mining and Petroleum Law Association (AMPLA) and is also a
member of the Australian Institute of Company Directors (AICD).
Other current directorships: N/A
Former directorships (in the
last 3 years): N/A
Special responsibilities: N/A
Interests in shares: N/A
Interests in options: N/A

'Other current directorships' quoted above are current directorships for listed entities only and excludes directorships in all other types of entities, unless otherwise stated.

'Former directorships (in the last 3 years)' quoted above are directorships held in the last 3 years for listed entities only and excludes directorships in all other types of entities, unless otherwise stated.

11

Sprint Energy Limited (Formerly known as Modena Resources Limited) Directors' report 30 June 2012

Company secretary

Melanie Leydin - B.Bus, CA (appointed 9 October 2011)

Melanie is a Chartered Accountant and is a Registered Company Auditor. In the course of her practice she audits listed and unlisted public companies involved in the resources and biotechnology industry. Her practice also involves outsourced company secretarial and accounting services to public companies in the resources sector. This involves preparation of statutory financial statements, annual reports, half year reports, stock exchange announcements and quarterly ASX reporting and other statutory requirements.

Melanie has 20 years experience in the accounting profession and is a director and company secretary for a number of oil and gas, junior resources and exploration entities on the Australian Securities Exchange.

Jay Stephenson - MBA, FCPA, CMA, FCIS, MAICD (resigned on 9 October 2011)

Mr Stephenson has over 20 years professional experience in business development including approximately 16 years as Director, Chief Financial Officer and Company Secretary on various listed and unlisted entities.

Meetings of directors

The number of meetings of the company's Board of Directors and of each board committee held during the year ended 30 June 2012, and the number of meetings attended by each director were:

Remuneration and Remuneration and
Full Board Audit Committee Nomination Committee
Attended Held Attended Held Attended Held
Brad Boyle 6 6 - - - -
Craig Martin 18 19 2 2 3 3
Dr Jaap Poll 13 13 2 2 3 3
Andrew Mattin 10 17 - - - -
Cosimo Damiano 14 17 - - - -
Gary Roper 2 2 - - - -
Craig Willis 4 4 - - - -
Cameron Edwards 4 7 - - - -

Held: represents the number of meetings held during the time the director held office or was a member of the relevant committee.

Other than disclosed above, all other directors during the year ended 30 June 2012 did not attend any Board, Audit Committee, or Remuneration and Nomination Committee meetings.

Remuneration report (audited)

The remuneration report, which has been audited, outlines the director and executive remuneration arrangements for the consolidated entity and the company, in accordance with the requirements of the Corporations Act 2001 and its Regulations.

The remuneration report is set out under the following main headings:

A Principles used to determine the nature and amount of remuneration

B Details of remuneration C Service agreements D Share-based compensation

12

Sprint Energy Limited (Formerly known as Modena Resources Limited) Directors' report 30 June 2012

A Principles used to determine the nature and amount of remuneration

The objective of the consolidated entity's and company's executive reward framework is to ensure reward for performance is competitive and appropriate for the results delivered. The framework aligns executive reward with the achievement of strategic objectives and the creation of value for shareholders, and conforms with the market best practice for delivery of reward. The Board of Directors ('the Board') ensures that executive reward satisfies the following key criteria for good reward governance practices:

  • competitiveness and reasonableness

  • acceptability to shareholders

  • alignment of executive compensation

  • transparency

The Remuneration and Nomination Committee is responsible for determining and reviewing remuneration arrangements for its directors and executives ('program participants'). The performance of the consolidated entity and company depends on the quality of its directors and executives. The remuneration philosophy is to attract, motivate and retain high performance and high quality personnel.

Alignment to shareholders' interests:

  • has economic profit as a core component of plan design

  • focuses on sustained growth in shareholder wealth, growth in share price, and delivering constant or increasing return on assets as well as focusing the executive on key non-financial drivers of value

  • ● attracts and retains high calibre executives

Alignment to program participants' interest

  • rewards capability and experience

  • reflects competitive reward for contribution to growth in shareholder wealth

  • provides a clear structure for earning rewards

In accordance with best practice corporate governance, the structure of non-executive directors and executive remunerations are separate.

Non-executive directors remuneration

Fees and payments to non-executive directors reflect the demands which are made on, and the responsibilities of, the directors. Non-executive directors' fees and payments are reviewed annually by the Remuneration Committee.

ASX listing rules requires that the aggregate non-executive directors remuneration shall be determined periodically by a general meeting. The most recent determination was at the Annual General Meeting held on 17 February 2012, where the shareholders approved an aggregate remuneration of $350,000.

Executive remuneration

The consolidated entity and company aims to reward executives with a level and mix of remuneration based on their position and responsibility, which is both fixed and variable.

The executive remuneration and reward framework has four components:

  • base pay and non-monetary benefits

  • share-based payments

  • other remuneration such as superannuation and

  • long service leave

13

Sprint Energy Limited (Formerly known as Modena Resources Limited) Directors' report 30 June 2012

The combination of these comprises the executive's total remuneration.

Fixed remuneration, consisting of base salary, superannuation and non-monetary benefits, are reviewed annually by the Remuneration Committee, based on individual and business unit performance, the overall performance of the consolidated entity and comparable market remunerations.

Executives can receive their fixed remuneration in the form of cash or other fringe benefits (for example motor vehicle benefits) where it does not create any additional costs to the consolidated entity and adds additional value to the executive.

The long-term incentives ('LTI') include long service leave and share-based payments. Options may be awarded to executives based on long-term incentive measures.

Consolidated entity performance and link to remuneration

The remuneration policy has been tailored to increase goal congruence between shareholders, directors and executives. The achievement of this aim has been through the issue of options to directors and executives to encourage the alignment of personal and shareholder interests.

Non-Executive directors, other key management personnel and other senior employees have been granted options over ordinary shares. The recipients of options are responsible for growing the Company and increasing shareholder value. The options provide an incentive to the recipients to remain with the Company and to continue to work to enhance the Company's value.

Voting and comments made at the company's 17 February 2012 Annual General Meeting ('AGM') The company received 99.74% of 'for' votes in relation to its remuneration report for the year ended 30 June 2011. The company did not receive any specific feedback at the AGM regarding its remuneration practices.

B Details of remuneration

Amounts of remuneration

Details of the remuneration of the directors, other key management personnel (defined as those who have the authority and responsibility for planning, directing and controlling the major activities of the consolidated entity) and specified executives of Sprint Energy Limited are set out in the following tables.

14

Sprint Energy Limited (Formerly known as Modena Resources Limited) Directors' report 30 June 2012

A Mattin
Non-Executive
Directors:
30 June 2012
M Leydin
Other Key
Management
Personnel:
C Damiano
C Martin
Executive
Directors:
C Edwards
Dr J Poll

Name
B Boyle *
D Jendry
Cash salary
Non-
and fees
Bonus
monetary
$ $ $ 15,000
-
-
28,950
-
-
25,024
-
-
52,621
-
-
59,863
-
-
53,309
-
-
121,503
-
-
78,000
-
-
434,270
-
-
Short-term benefits
Cash salary
Non-
and fees
Bonus
monetary
$ $ $ 15,000
-
-
28,950
-
-
25,024
-
-
52,621
-
-
59,863
-
-
53,309
-
-
121,503
-
-
78,000
-
-
434,270
-
-
Short-term benefits
Cash salary
Non-
and fees
Bonus
monetary
$ $ $ 15,000
-
-
28,950
-
-
25,024
-
-
52,621
-
-
59,863
-
-
53,309
-
-
121,503
-
-
78,000
-
-
434,270
-
-
Short-term benefits
Post-
employment
benefits
Super-
annuation
$ -
-
-
-
2,764
5,007
13,296
-
Long-term
benefits
Long service
leave
$ -
-
-
-
-
-
-
-
Share-based
payments
Equity-
settled
Total
$ $ -
15,000
-
28,950
-
25,024
-
52,621
-
62,627
-
58,316
78,000
212,799
-
78,000
78,000
533,337
434,270 - - 21,067 -
  • amounts payable to these directors have not been paid as at the end of the financial year and have been accrued in the financial statements.

Other than noted above, all other key management personnel did not receive remuneration during the current financial year.

15

Sprint Energy Limited (Formerly known as Modena Resources Limited) Directors' report 30 June 2012

A Hamilton
C Willis
30 June 2011*
A Waller
J Row
Executive
Directors:
D Jendry
Non-Executive
Directors:
Name
Cash salary
Non-
and fees
Bonus
monetary
$ $ $ 60,000
-
-
10,000
-
-
354,620
-
-
300,833
-
-
293,028
-
-
1,018,481
-
-
Short-term benefits
Cash salary
Non-
and fees
Bonus
monetary
$ $ $ 60,000
-
-
10,000
-
-
354,620
-
-
300,833
-
-
293,028
-
-
1,018,481
-
-
Short-term benefits
Cash salary
Non-
and fees
Bonus
monetary
$ $ $ 60,000
-
-
10,000
-
-
354,620
-
-
300,833
-
-
293,028
-
-
1,018,481
-
-
Short-term benefits
Post-
employment
benefits
Super-
annuation
$ -
-
-
18,750
-
Long-term
benefits
Long service
leave
$ -
-
-
-
-
Share-based
payments
Equity-
settled
Total
$ $ -
60,000
-
10,000
-
354,620
-
319,583
-
293,028
-
1,037,231
1,018,481 - - 18,750 -
  • This amount includes $62,500 of accrued termination payments and $30,000 of consulting fees paid to Giarc Investments Pty Ltd.

Other than noted above key management personnel did not receive remuneration during the current financial year.

There was no proportion of remuneration that was performance related during the financial years.

C Service agreements

The employment arrangements of the Directors and key management personnel are not formalised in contracts of employment.

Remuneration and other terms of employment for key management personnel are formalised in service agreements. Details of these agreements are as follows:

Name: Brad Boyle
Title: Managing Director
Agreement commenced: 12 April 2012
Details: Either party may terminate the employment with the Company by giving three (3)
months written notice.

The Company may terminate this agreement immediately without notice if the Executive Director is guilty of misconduct in the performance of his duties, commits an act of bankruptcy or becomes of unsound mind. In such cases the employee will be paid up to the time of dismissal only.

D Share-based compensation

Issue of shares

There were no shares issued to directors and other key management personnel as part of compensation during the year ended 30 June 2012.

16

Sprint Energy Limited (Formerly known as Modena Resources Limited) Directors' report 30 June 2012

Options

The terms and conditions of each grant of options 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 option
Grant date exercisable date Expiry date Exercise price at grant date
25 February 2012 25 February 2012 31 March 2015 $0.04 $0.016

Options granted carry no dividend or voting rights.

Details of options over ordinary shares issued to directors and other key management personnel as part of compensation during the year ended 30 June 2012 are set out below:

Number of options granted Number of options vested
during the year during the year
30 June
30 June
30 June
30 June
Name 2012
2011
2012
2011
Andrew Mattin 5,000,000
-
5,000,000
-

Values of options over ordinary shares granted, exercised and lapsed for directors and other key management personnel during the year ended 30 June 2012 are set out below:

Value of Value of Value of Remuneration
options options options consisting of
granted exercised lapsed options
during the during the during the for the
year year year year
$ $ $ %
Name
Andrew Mattin 78,000 - -
-

This concludes the remuneration report, which has been audited.

Shares under option

Unissued ordinary shares of Sprint Energy Limited under option at the date of this report are as follows:

Exercise
price
$0.30
$0.20
$0.06
$0.04
31 March 2015
25 February 2012 (unlisted)
13 December 2010 (unlisted)*
25 February 2012 (unlisted)
31 December 2013
31 March 2015
31 December 2013
Expiry date
Grant date
Various (listed)
Number
under option
74,011,252
1,500,000
55,000,000
5,000,000
135,511,252
  • these options were consolidated on a five to one basis in June 2011.

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.

17

Sprint Energy Limited (Formerly known as Modena Resources Limited) Directors' report 30 June 2012

Shares issued on the exercise of options

There were no shares of Sprint Energy Limited issued on the exercise of options during the year ended 30 June 2012 and up to the date of this report.

Indemnity and insurance of officers

The company has indemnified the directors and executives of the company for costs incurred, in their capacity as a director or executive, for which they may be held personally liable, except where there is a lack of good faith.

During the financial year, the company paid a premium in respect of a contract to insure the directors and executives of the company against a liability to the extent permitted by the Corporations Act 2001. The contract of insurance prohibits disclosure of the nature of liability and the amount of the premium.

Indemnity and insurance of auditor

The company has not, during or since the financial year, indemnified or agreed to indemnify the auditor of the company or any related entity against a liability incurred by the auditor.

During the financial year, the company has not paid a premium in respect of a contract to insure the auditor of the company or any related entity.

Proceedings on behalf of the company

No person has applied to the Court under section 237 of the Corporations Act 2001 for leave to bring proceedings on behalf of the company, or to intervene in any proceedings to which the company is a party for the purpose of taking responsibility on behalf of the company for all or part of those proceedings.

Non-audit services

There were no non-audit services provided during the financial year by the auditor.

Officers of the company who are former audit partners of Nexia Perth Audit Services Pty Ltd

There are no officers of the company who are former audit partners of Nexia Perth Audit Services Pty Ltd.

Auditor's independence declaration

A copy of the auditor's independence declaration as required under section 307C of the Corporations Act 2001 is set out on the following page.

Auditor

Nexia Perth Audit Services Pty Ltd 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

==> picture [105 x 48] intentionally omitted <==

______ Dr J Poll Non Executive Chairman

27 September 2012 Perth

18

==> picture [120 x 79] intentionally omitted <==

Lead auditor’s independence declaration under section 307C of the Corporations Act 2001

To the directors of Sprint Energy Limited

I declare that, to the best of my knowledge and belief, in relation to the audit for the financial year ended 30 June 2012 there have been:

  • (i) no contraventions of the auditor’s independence requirements as set out in the Corporations Act 2001 in relation to the audit; and

  • (ii) no contraventions of any applicable code of professional conduct in relation to the audit.

==> picture [106 x 62] intentionally omitted <==

Nexia Perth Audit Services Pty Ltd

==> picture [222 x 53] intentionally omitted <==

Amar Nathwani CA B. ENG Director

27 September 2012 Perth

==> picture [187 x 85] intentionally omitted <==

19

Sprint Energy Limited (Formerly known as Modena Resources Limited) Corporate Governance Statement 30 June 2012

The Board of Directors of Sprint Energy Limited is responsible for the corporate governance of the Company. The Board guides and monitors the business and affairs of Sprint Energy Limited on behalf of the shareholders by whom they are elected and to whom they are accountable. This statement reports on Sprint Energy Limited’s key governance principles and practices.

1. COMPLIANCE WITH BEST PRACTICE RECOMMENDATIONS

The Company, as a listed entity, must comply with the Corporations Act 2001 and the Australian Securities Exchange Limited (ASX) Listing Rules. The ASX Listing Rules require the Company to report on the extent to which it has followed the Corporate Governance Recommendations published by the ASX Corporate Governance Council (ASXCGC). Where a recommendation has not been followed, that fact is disclosed, together with the reasons for the departure.

The table below summaries the Company’s compliance with the Corporate Governance Council’s Recommendations:

Principle # ASX Corporate Governance Council
Recommendations
Reference Comply
Principle 1 Lay solid foundations for management and oversight
1.1 Establish the functions reserved to the board and those
delegated to senior executives and disclose those
functions.
2(a) Yes
1.2 Disclose the process for evaluating the performance of
senior executives.
2(h), 3(b),
Remuneration
Report
Yes
1.3 Provide the information indicated in the Guide to reporting
on principle 1.
2(a), 2(h), 3(b),
Remuneration
Report
Yes
Principle 2 Structure the board to add value
2.1 A majorityof the board should be independent directors. 2(e) Yes
2.2 The chair should be an independent director. 2(c),2(e) Yes
2.3 The roles of chair and chief executive officer should not be
exercised bythe same individual.
2(b), 2(c) Yes
2.4 The Board should establish a nomination committee. 2(d) Yes
2.5 Disclose the process for evaluating the performance of the
board,its committees and individual directors.
2(h) Yes
2.6 Provide the information indicated in the Guide to reporting
onprinciple 2.
2(b), 2(c), 2(d),
2(e),2(h)
Yes
Principle 3 Promote ethical and responsible decision-making
3.1 Establish a code of conduct and disclose the code or a
summaryas to:
4(a) Yes

the practices necessary to maintain confidence in the
company’s integrity;

the practices necessary to take into account the
company’s legal obligations and the reasonable
expectations of its stakeholders;and

the responsibility and accountability of individuals for
reporting and investigating reports of unethical
practices.
3.2 Establish a policy concerning trading in company
securities bydirectors, senior executives and employees
4(b) Yes

20

Sprint Energy Limited (Formerly known as Modena Resources Limited) Corporate Governance Statement 30 June 2012

and disclose thepolicyor a summary.
Principle # ASX Corporate Governance Council
Recommendations
Reference Comply
3.2 Companies should establish a policy concerning diversity
and disclose the policy or a summary of that policy. The
policy should include requirements for the board to
establish measurable objectives for achieving gender
diversity and for the board to assess annually both the
objectives andprogress in achievingthem.
4(c) Yes
3.3 Provide the information indicated in the Guide to reporting
onprinciple 3.
4(a), 4(b) Yes
Principle 4 Safeguard integrity in financial reporting
4.1 The Board should establish an audit committee. 3(a) Yes
4.2 The audit committee should be structured so that it: 3(a) Yes

consists onlyof non-executive directors;

consists of a majorityof independent directors;

is chaired by an independent chair, who is not chair of
the Board;and

has at least three members.
4.3 The audit committee should have a formal charter 3(a) Yes
4.4 Provide the information indicated in the Guide to reporting
onprinciple 4.
3(a) Yes
Principle 5 Make timely and balanced disclosure
5.1 Establish written policies designed to ensure compliance
with ASX Listing Rule disclosure requirements and to
ensure accountability at senior executive level for that
compliance and disclose those policies or a summary of
thosepolicies.
5(a), 5(b) Yes
5.2 Provide the information indicated in the Guide to reporting
onprinciple 5.
5(a), 5(b) Yes
Principle 6 Respect the rights of shareholders
6.1 Design a communications policy for promoting effective
communication with shareholders and encouraging their
participation at general meetings and disclose the policy or
a summaryof thatpolicy.
5(a), 5(b) Yes
6.2 Provide the information indicated in the Guide to reporting
onprinciple 6.
5(a), 5(b) Yes
Principle 7 Recognise and manage risk
7.1 Establish policies for the oversight and management of
material business risks and disclose a summary of those
policies.
6(a) Yes
7.2 The Board should require management to design and
implement the risk management and internal control
system to manage the company’s material business risks
and report to it on whether those risks are being managed
effectively. The Board should disclose that management
hasreported toit as to the effectiveness ofthe company’s
6(a), 6(b), 6(d) Yes

21

Sprint Energy Limited (Formerly known as Modena Resources Limited) Corporate Governance Statement 30 June 2012

management of its material business risks.
Principle # ASX Corporate Governance Council
Recommendations
Reference Comply
7.3 The Board should disclose whether it had received
assurance from the chief executive officer and the chief
financial
officer
that
the
declaration
provided
in
accordance with section 295A of the Corporations Act is
founded on a sound system of risk management and
internal control and that the system is operating effectively
in all material respects in relation to financial reporting
risks.
6(c) Yes
7.4 Provide the information indicated in the Guide to reporting
onprinciple 7.
6(a), 6(b), 6(c), 6(d) Yes
Principle 8 Remunerate fairly and responsibly
8.1 The Board should establish a remuneration committee. 2(d) Yes
8.2 Clearly
distinguish
the
structure
on
non-executive
directors’ remuneration from that of executive directors
and senior executives.
3(b), Remuneration
Report
Yes
8.3 Provide the information indicated in the Guide to reporting
onprinciple 8.
3(b), Yes

2. THE BOARD OF DIRECTORS

2(a) Roles and Responsibilities of the Board

The Board is accountable to the shareholders and investors for the overall performance of the Company and takes responsibility for monitoring the Company’s business and affairs and setting its strategic direction, establishing and overseeing the Company’s financial position.

The Board is responsible for:

  • Appointing, evaluating, rewarding and if necessary the removal of the Chief Executive Officer ("CEO") and senior management;

  • Development of corporate objectives and strategy with management and approving plans, new investments, major capital and operating expenditures and major funding activities proposed by management;

  • Monitoring actual performance against defined performance expectations and reviewing operating information to understand at all times the state of the health of the Company;

  • Overseeing the management of business risks, safety and occupational health, environmental issues and community development;

  • Satisfying itself that the financial statements of the Company fairly and accurately set out the financial position and financial performance of the Company for the period under review;

  • Satisfying itself that there are appropriate reporting systems and controls in place to assure the Board that proper operational, financial, compliance, risk management and internal control process are in place and functioning appropriately.

  • Approving and monitoring financial and other reporting;

  • Assuring itself that appropriate audit arrangements are in place;

  • Ensuring that the Company acts legally and responsibly on all matters and assuring itself that the Company has adopted a Code of Conduct and that the Company practice is consistent with that Code; and other policies; and

  • Reporting to and advising shareholders.

Other than as specifically reserved to the Board, responsibility for the day-to-day management of the

22

Sprint Energy Limited (Formerly known as Modena Resources Limited) Corporate Governance Statement 30 June 2012

Company’s business activities is delegated to the Chief Executive Officer and Executive Management.

2(b) Board Composition

The Directors determine the composition of the Board employing the following principles:

  • the Board, in accordance with the Company’s constitution must comprise a minimum of three Directors;

  • the roles of the Chairman of the Board and of the Chief Executive Officer are exercised by different individuals;

  • the majority of the Board should comprise Directors who are non-executive;

  • the Board should represent a broad range of qualifications, experience and expertise considered of benefit to the Company; and

  • the Board must be structured in such a way that it has a proper understanding of, and competency in, the current and emerging issues facing the Company, and can effectively review management’s decisions.

The Board currently does not and has not throughout the year comprised a majority of independent directors. The Board is currently comprised of two non-executive Directors and one executive director.

The skills, experience, expertise, qualifications and terms of office of each director in office at the date of the annual report is included in the Directors’ Report.

The Chair is independent and the role of Chair and chief executive officer are exercised by two different people.

The Company’s constitution requires one-third of the Directors (or the next lowest whole number) to retire by rotation at each Annual General Meeting (AGM). The Directors to retire at each AGM are those who have been longest in office since their last election. Where Directors have served for equal periods, they may agree amongst themselves or determine by lot who will retire. A Director must retire in any event at the third AGM since he or she was last elected or re-elected. Retiring Directors may offer themselves for re-election.

A Director appointed as an additional or casual Director by the Board will hold office until the next AGM when they may be re-elected. The Chief Executive Officer is not subject to retirement by rotation and, along with any Director appointed as an additional or casual Director, is not to be taken into account in determining the number of Directors required to retire by rotation.

2(c) Chairman and Chief Executive Officer

The Chairman is responsible for:

  • leadership of the Board;

  • the efficient organisation and conduct of the Board’s functions;

  • the promotion of constructive and respectful relations between Board members and between the Board and management;

  • contributing to the briefing of Directors in relation to issues arising at Board meetings;

  • facilitating the effective contribution of all Board members; and

  • committing the time necessary to effectively discharge the role of the Chairman.

The current Chair is independent. The role of Chair and chief executive officer are exercised by two different people.

The Chief Executive Officer is responsible for:

  • implementing the Company’s strategies and policies; and

  • the day-to-day management of the Company’s business activities

23

Sprint Energy Limited (Formerly known as Modena Resources Limited) Corporate Governance Statement 30 June 2012

The Board specifies that the roles of the Chairman and the Chief Executive Officer are separate roles to be undertaken by separate people.

2(d) Remuneration and Nomination Committee

The Board has established a remuneration and nomination committee which operates under a remuneration and nomination committee charter which is available on the Company’s website. The Company conducts the process of evaluating the performance of the Board, its committees and individual directors as outlined in the Board Charter on the Company’s website.

The Boards induction program provides incoming Directors with information that will enable them to carry out their duties in the best interests of the Company.

The Remuneration and Nomination Committee currently consists of Jaap Poll (Chair) and James Thompson.

2(e) Independent Directors

The Company recognises that independent Directors are important in assuring shareholders that the Board is properly fulfilling its role and is diligent in holding senior management accountable for its performance. The Board assesses each of the directors against specific criteria to decide whether they are in a position to exercise independent judgment.

Directors of Sprint Energy Limited are considered to be independent when they are independent of management and free from any business or other relationship that could materially interfere with, or could reasonably be perceived to materially interfere with, the exercise of their unfettered and independent judgement.

In making this assessment, the Board considers all relevant facts and circumstances. Relationships that the Board will take into consideration when assessing independence are whether a Director:

  • is a substantial shareholder of the Company or an officer of, or otherwise associated directly with, a substantial shareholder of the Company;

  • is employed, or has previously been employed in an executive capacity by the Company or another Company member, and there has not been a period of at least three years between ceasing such employment and serving on the Board;

  • has within the last three years been a principal of a material professional advisor or a material consultant to the Company or another Company member, or an employee materially associated with the service provided;

  • is a material supplier or customer of the Company or other Company member, or an officer of or otherwise associated directly or indirectly with a material supplier or customer; or

  • has a material contractual relationship with the Company or another Company member other than as a Director.

The Board is currently comprises two independent non-executive Director and one executive Director.

In accordance with the definition of independence above, and the materiality thresholds set, the following Directors of Sprint Energy Limited are considered to be independent:

Name

Name Position Dr Jaap Poll Non-Executive Chairman Mr James Thompson Non-Executive Director

In recognition of the importance of independent views and the Board’s role in supervising the activities of management the Chairman must be a Non-Executive Director.

2(f) Avoidance of conflicts of interest by a Director

In order to ensure that any interests of a Director in a particular matter to be considered by the Board are known by each Director, each Director is required by the Company to disclose any relationships, duties or interests held that may give rise to a potential conflict. Directors are required to adhere strictly

24

Sprint Energy Limited (Formerly known as Modena Resources Limited) Corporate Governance Statement 30 June 2012

to constraints on their participation and voting in relation to any matters in which they may have an interest.

2(g) Board access to information and independent advice

Directors are able to access members of the management team at any time to request relevant information.

There are procedures in place, agreed by the Board, to enable Directors, in furtherance of their duties, to seek independent professional advice at the company’s expense.

2(h) Review of Board performance

The performance of the Board is reviewed regularly by the Remuneration and Nomination Committee. This Committee conducts performance evaluations which involve an assessment of each Board member’s performance against specific and measurable qualitative and quantitative performance criteria. The performance criteria against which directors and executives are assessed is aligned with the financial and non-financial objectives of Sprint Energy Limited. Directors whose performance is consistently unsatisfactory may be asked to retire.

3. BOARD COMMITTEES

3(a) Audit Committee

The Board has established an audit and risk committee which operates under an audit and risk committee charter to focus on issues relevant to the integrity of the Company’s financial reporting.

The audit and risk committee consists of Mr James Thompson (Chair of the audit and risk committee) and Mr Jaap Poll. The committee consists of two non-executive directors.

An audit and risk management charter has been adopted by the Audit and Risk Management Committee. This charter is available on the Company’s website.

The members of the audit and risk committee are appointed by the Board and recommendations from the committee are presented to the Board for further discussion and resolution.

The audit and risk committee aim to meet at least twice per annum as a listed entity.

The audit and risk charter, and information on procedures for the selection and appointment of the external auditor, and for the rotation of external audit engagement partners (which is determined by the audit committee), is available on the Company’s website.

External Auditors

The Company’s policy is to appoint external auditors who clearly demonstrate quality and independence. The performance of the external auditor is reviewed annually and applications for tender of external audit services are requested as deemed appropriate, taking into consideration assessment of performance, existing value and tender costs. It is Nexia’s policy to rotate engagement Directors on listed companies at least every five years.

An analysis of fees paid to the external auditors, including a break-down of fees for non-audit services, is provided in the notes to the financial statements in the Annual Report.

There is no indemnity provided by the company to the auditor in respect of any potential liability to third parties.

The external auditor is requested to attend the annual general meeting and be available to answer shareholder questions about the conduct of the audit and preparation and content of the audit report.

3(b) Remuneration and Nomination Committee

The Board has established a remuneration and nomination committee which operates under a remuneration and nomination committee charter which is available on the Company’s website. The Company conducts the process of evaluating the performance of the Board, its committees and individual directors as outlined in the Board Charter on the Company’s website.

25

Sprint Energy Limited (Formerly known as Modena Resources Limited) Corporate Governance Statement 30 June 2012

The Boards induction program provides incoming Directors with information that will enable them to carry out their duties in the best interests of the Company.

The Remuneration and Nomination Committee currently consists of Jaap Poll (Chair) and James Thompson.

The responsibilities include setting policies for senior officers remuneration, setting the terms and conditions for the CEO, reviewing and making recommendations to the Board on the Company’s incentive schemes and superannuation arrangements, reviewing the remuneration of both executive and non-executive directors and undertaking reviews of the CEO’s performance.

The Company has structured the remuneration of its senior executive, where applicable, such that it comprises a fixed salary, statutory superannuation and participation in the Company’s employee share option plan. The Company believes that by remunerating senior executives in this manner it rewards them for performance and aligns their interests with those of shareholders and increases the Company’s performance.

Non-executive directors are paid their fees out of the maximum aggregate amount approved by shareholders for non-executive director remuneration. The Company does not adhere to Recommendation 8.2 Box 8.2 ‘Non-executive directors should not receive options or bonus payments’. The Company may, in the future, grant options to non-executive directors. The Board is of the view that options (for both executive and non-executive directors) are a cost effective benefit for small companies such as Sprint Energy Limited that seek to conserve cash reserves. They also provide an incentive that ultimately benefits both shareholders and the optionholders, as optionholders will only benefit if the market value of the underlying shares exceeds the option strike price. Ultimately, shareholders will make that determination.

The remuneration received by directors and executives in the current period is contained in the “Remuneration Report” within the Directors’ Report of the Annual Report.

4. ETHICAL AND RESPONSIBLE DECISION MAKING

4(a) Code of Ethics and Conduct

The Board endeavours to ensure that the Directors, officers and employees of the Company act with integrity and observe the highest standards of behaviour and business ethics in relation to their corporate activities. The “Code of Conduct” sets out the principles, practices, and standards of personal behaviour the Company expects people to adopt in their daily business activities.

All Directors, officers and employees are required to comply with the Code of Conduct. Senior managers are expected to ensure that employees, contractors, consultants, agents and partners under their supervision are aware of the Company’s expectations as set out in the Code of Conduct.

All Directors, officers and employees are expected to:

  • comply with the law;

  • act in the best interests of the Company;

  • be responsible and accountable for their actions; and

  • observe the ethical principles of fairness, honesty and truthfulness, including prompt disclosure of potential conflicts.

4(b) Policy concerning trading in Company securities

The Company’s “Dealings in Company Shares and Options Policy” applies to all Directors, officers and employees. This policy sets out the restrictions on dealing in securities by people who work for, or are associated with the Company and is intended to assist in maintaining market confidence in the integrity of dealings in the Company’s securities. The policy stipulates that the only appropriate time for a Director, officer or employee to deal in the Company’s securities is when they are not in possession of price sensitive information that is not generally available to the market.

As a matter of practice, Company shares may only be dealt with by Directors and officers of the

26

Sprint Energy Limited (Formerly known as Modena Resources Limited) Corporate Governance Statement 30 June 2012

Company under the following guidelines:

  • No trading is permitted in the period of 14 days preceding release of each quarterly report, halfyearly report and annual financial report of the Company or for a period of 2 trading days after the release of such report;

  • Guidelines are to be considered complementary to and not replace the various sections of the Corporations Act 2001 dealing with insider trading; and

  • Prior approval of the Chairman, or in his absence, the approval of two directors is required prior to any trading being undertaken.

4(c) Diversity Policy

The Board has undertaken a review of the mix of skills and experience on the Board in light of the Company’s principal activities and direction.

The Board has adopted a Diversity Policy that considers the benefits of diversity, ways to promote a culture of diversity, factors to be taken into account in the selection process of candidates for Board and senior management positions in the Company, education programs to develop skills and experience in preparation for Board and senior management positions, processes to include review and appointment of directors, and identify key measurable diversity performance objectives for the Board, CEO and senior management.

The Board currently comprises 3 male Directors and 1 female in a senior management position being the Company Secretary. The proportion of females in the Company is 24% being 1 out of a total of 4 employees

The Company will report in each annual report the measurable objectives for achieving gender diversity set by the Board and will include in the directors’ report the proportion of women employees and their positions held within the Company.

TIMELY AND BALANCED DISCLOSURE

5(a) Shareholder communication

The Company believes that all shareholders should have equal and timely access to material information about the Company including its financial situation, performance, ownership and governance. The Company’s “ASX Disclosure Policy” encourages effective communication with its shareholders by requiring that Company announcements:

  • be factual and subject to internal vetting and authorisation before issue;

  • be made in a timely manner;

  • not omit material information;

  • be expressed in a clear and objective manner to allow investors to assess the impact of the information when making investment decisions;

  • be in compliance with ASX Listing Rules continuous disclosure requirements; and

  • be placed on the Company’s website promptly following release.

Shareholders are encouraged to participate in general meetings. Copies of addresses by the Chairman or Chief Executive Officer are disclosed to the market and posted on the Company’s website. The Company’s external auditor attends the Company’s annual general meeting to answer shareholder questions about the conduct of the audit, the preparation and content of the audit report, the accounting policies adopted by the Company and the independence of the auditor in relation to the conduct of the audit.

5(b) Continuous disclosure policy

The Company is committed to ensuring that shareholders and the market are provided with full and

27

Sprint Energy Limited (Formerly known as Modena Resources Limited) Corporate Governance Statement 30 June 2012

timely information and that all stakeholders have equal opportunities to receive externally available information issued by the Company. The Company’s “ASX Disclosure Policy” described in 5(a) reinforces the Company’s commitment to continuous disclosure and outline management’s accountabilities and the processes to be followed for ensuring compliance.

The policy also contains guidelines on information that may be price sensitive. The Company Secretary has been nominated as the person responsible for communications with the ASX. This role includes responsibility for ensuring compliance with the continuous disclosure requirements with the ASX Listing Rules and overseeing and coordinating information disclosure to the ASX.

6. RECOGNISING AND MANAGING RISK

The Board is responsible for ensuring there are adequate policies in relation to risk management, compliance and internal control systems. The Company’s policies are designed to ensure strategic, operational, legal, reputation and financial risks are identified, assessed, effectively and efficiently managed and monitored to enable achievement of the Company’s business objectives. A written policy in relation to risk oversight and management has been established (“Risk Management and Internal Control Policy”). Considerable importance is placed on maintaining a strong control environment. There is an organisation structure with clearly drawn responsibilities.

6(a) Board oversight of the risk management system

The Board is responsible for approving and overseeing the risk management system. The Board reviews, at least annually, the effectiveness of the implementation of the risk management controls and procedures.

The principle aim of the system of internal control is the management of business risks, with a view to enhancing the value of shareholders' investments and safeguarding assets. Although no system of internal control can provide absolute assurance that the business risks will be fully mitigated, the internal control systems have been designed to meet the Company's specific needs and the risks to which it is exposed.

Annually, the Board is responsible for identifying the risks facing the Company, assessing the risks and ensuring that there are controls for these risks, which are to be designed to ensure that any identified risk is reduced to an acceptable level.

The Board is also responsible for identifying and monitoring areas of significant business risk. Internal control measures currently adopted by the Board include:

  • a. at least quarterly reporting to the Board in respect of operations and the Company’s financial position, with a comparison of actual results against budget; and

  • b. regular reports to the Board by appropriate members of the management team and/or independent advisers, outlining the nature of particular risks and highlighting measures which are either in place or can be adopted to manage or mitigate those risks.

6(b) Risk management roles and responsibilities

The Board is responsible for approving and reviewing the Company’s risk management strategy and policy. Executive management is responsible for implementing the Board approved risk management strategy and developing policies, controls, processes and procedures to identify and manage risks in all of the Company’s activities.

The Board is responsible for satisfying itself that management has developed and implemented a sound system of risk management and internal control.

28

Sprint Energy Limited (Formerly known as Modena Resources Limited) Corporate Governance Statement 30 June 2012

6(c) Chief Executive Officer and Chief Financial Officer Certification

The Chief Executive Officer and Chief Financial Officer, or equivalent, provide to the Board written certification that in all material respects:

  • c. The Company’s financial statements present a true and fair view of the Company’s financial condition and operational results and are in accordance with relevant accounting standards;

  • d. The statement given to the Board on the integrity of the Company’s financial statements is founded on a sound system of risk management and internal compliance and controls which implements the policies adopted by the Board; and

  • e. The Company’s risk management an internal compliance and control system is operating efficiently and effectively in all material respects.

6(d) Internal review and risk evaluation

Assurance is provided to the Board by executive management on the adequacy and effectiveness of management controls for risk on a regular basis.

29

Sprint Energy Limited (Formerly known as Modena Resources Limited) Statement of comprehensive income For the year ended 30 June 2012

Note
5
6
7
7
8
34
34
Other comprehensive income
Loss after income tax expense for the year attributable to the owners of
Sprint Energy Limited
Income tax expense
Other income
Revenue
Depreciation and amortisation expenses
Provision for legal claims
Impairment of receivables
Finance costs
Expenses
Exploration and evaluation expenditure
Cost of sales
Administration, consulting and other expenses
Employee benefits expenses
Directors fees and benefits expenses
Fair value loss on financial assets designated as fair value through the profit
or loss
Impairment of exploration and evaluation expenditure
Loss before income tax expense
Diluted earnings per share
Basic earnings per share
Other comprehensive income for the year, net of tax
Total comprehensive income for the year attributable to the owners of
Sprint Energy Limited
Foreign currency translation
30 June
2012
30 June
2011
$
$
224,037
674,428
5,221,635
-
(277,328)
(1,088,716)
(1,703,795)
(2,635,148)
(1,103,081)
(932,340)
(546,797)
(1,576,154)
-
(30,069,220)
(15,909)
(61,625)
(455,337)
(495,143)
-
(811,704)
(644,142)
(672,035)
-
(42,500)
(919,892)
(1,856,420)
(220,609)
(39,566,577)
-
-
(220,609)
(39,566,577)
(218,765)
(3,007,204)
(218,765)
(3,007,204)
(439,374)
(42,573,781)
Cents
Cents
(0.06)
(3.94)
(0.06)
(3.94)
Consolidated
30 June
2012
30 June
2011
$
$
224,037
674,428
5,221,635
-
(277,328)
(1,088,716)
(1,703,795)
(2,635,148)
(1,103,081)
(932,340)
(546,797)
(1,576,154)
-
(30,069,220)
(15,909)
(61,625)
(455,337)
(495,143)
-
(811,704)
(644,142)
(672,035)
-
(42,500)
(919,892)
(1,856,420)
(220,609)
(39,566,577)
-
-
(220,609)
(39,566,577)
(218,765)
(3,007,204)
(218,765)
(3,007,204)
(439,374)
(42,573,781)
Cents
Cents
(0.06)
(3.94)
(0.06)
(3.94)
Consolidated
(220,609)
-
(39,566,577)
-
(220,609)
(218,765)
(39,566,577)
(3,007,204)
(218,765) (3,007,204)
(439,374) (42,573,781)
Cents
(0.06)
(0.06)
Cents
(3.94)
(3.94)

The above statement of comprehensive income should be read in conjunction with the accompanying notes

30

Sprint Energy Limited (Formerly known as Modena Resources Limited) Statement of financial position As at 30 June 2012

Note
9
10
11
12
13
15
16
17
18
19
20
21
Reserves
Property, plant and equipment
Total liabilities
Liabilities
Total non-current assets
Employee benefits
Current assets
Assets
Cash and cash equivalents
Accumulated losses
Trade and other receivables
Financial assets at fair value through profit or loss
Total current liabilities
Current liabilities
Non-current assets
Total current assets
Receivables
Total deficiency in equity
Total non-current liabilities
Net liabilities
Trade and other payables
Borrowings
Provisions
Total assets
Issued capital
Equity
Non-current liabilities
Provisions
30 June
2012
30 June
2011
$
$
276,644
30,298
384,551
1,355,629
-
27,500
661,195
1,413,427
-
28,089
102,342
168,880
102,342
196,969
763,537
1,610,396
1,250,388
3,940,110
293,400
6,696,583
4,662
40,261
2,001,065
1,226,745
3,549,515
11,903,699
-
807,386
-
807,386
3,549,515
12,711,085
(2,785,978)
(11,100,689)
64,146,270
55,540,185
(2,877,969)
(2,142,293)
(64,054,279)
(64,498,581)
(2,785,978)
(11,100,689)
Consolidated
30 June
2012
30 June
2011
$
$
276,644
30,298
384,551
1,355,629
-
27,500
661,195
1,413,427
-
28,089
102,342
168,880
102,342
196,969
763,537
1,610,396
1,250,388
3,940,110
293,400
6,696,583
4,662
40,261
2,001,065
1,226,745
3,549,515
11,903,699
-
807,386
-
807,386
3,549,515
12,711,085
(2,785,978)
(11,100,689)
64,146,270
55,540,185
(2,877,969)
(2,142,293)
(64,054,279)
(64,498,581)
(2,785,978)
(11,100,689)
Consolidated
661,195 1,413,427
-
102,342
28,089
168,880
102,342 196,969
763,537 1,610,396
1,250,388
293,400
4,662
2,001,065
3,940,110
6,696,583
40,261
1,226,745
3,549,515 11,903,699
- 807,386
- 807,386
3,549,515 12,711,085
(2,785,978) (11,100,689)
64,146,270
(2,877,969)
(64,054,279)
55,540,185
(2,142,293)
(64,498,581)
(2,785,978) (11,100,689)

The above statement of financial position should be read in conjunction with the accompanying notes

31

Sprint Energy Limited (Formerly known as Modena Resources Limited) Statement of changes in equity For the year ended 30 June 2012

$
$
-
-
-
-
-
-
$
$
-
-
-
-
-
-
Transactions with owners in
their capacity as owners:
Balance at 30 June 2012
Lapse of options
Securities issued during the
year
Capital raising costs
Share-based payments
Other comprehensive income
for the year, net of tax
Loss after income tax
expense for the year
Total comprehensive income
for the year
Balance at 1 July 2011
Other comprehensive income
for the year, net of tax
Securities issued during the
year
Total comprehensive income
for the year
Capital raising costs
Balance at 30 June 2011
Consolidated
Transactions with owners in
their capacity as owners:
Consolidated
Balance at 1 July 2010
Loss after income tax
expense for the year
$
48,162,388
-
-
Contributed
equity
$
864,911
-
(3,007,204)
Reserves
$
(24,932,004)
(39,566,577)
-
losses
Accumulated
Total
equity
$
24,095,295
(39,566,577)
(3,007,204)
-
7,549,350
(171,553)
(3,007,204)
-
-
(39,566,577)
-
-
(42,573,781)
7,549,350
(171,553)
55,540,185 (2,142,293) (64,498,581) (11,100,689)
$
55,540,185
-
-
equity
Contributed
$
(2,142,293)
-
(218,765)
Reserves
$
(64,498,581)
(220,609)
-
Accumulated
losses
Total
equity
$
(11,100,689)
(220,609)
(218,765)
-
-
8,846,152
(240,067)
-
(218,765)
148,000
-
-
(664,911)
(220,609)
-
-
-
664,911
(439,374)
148,000
8,846,152
(240,067)
-
64,146,270 (2,877,969) (64,054,279) (2,785,978)

The above statement of changes in equity should be read in conjunction with the accompanying notes

32

Sprint Energy Limited (Formerly known as Modena Resources Limited) Statement of cash flows

For the year ended 30 June 2012

Note
32
13
20
9
Effects of exchange rate changes on cash
Proceeds from borrowings
Payments for exploration and evaluation
Cash flows from operating activities
Payments to suppliers (inclusive of GST)
Receipts from customers (inclusive of GST)
Interest received
Payment of refundable option fee
Interest and other finance costs paid
Net cash used in operating activities
Cash and cash equivalents at the beginning of the financial year
Cash and cash equivalents at the end of the financial year
Cash flows from investing activities
Net cash from financing activities
Cash advanced to other entity
Payments for security deposits
Proceeds from sale of investments
Payments for property, plant and equipment
Proceeds from issue of shares
Share issue transaction costs
Net increase/(decrease) in cash and cash equivalents
Cash flows from financing activities
Net cash from/(used in) investing activities
30 June
2012
30 June
2011
$
$
131,257
410,955
(3,919,796)
(6,985,207)
(3,788,539)
(6,574,252)
27,226
31,467
(153,215)
(246,081)
(3,914,528)
(6,788,866)
(18,126)
-
30,624
-
1,507,514
-
(1,627,215)
60,000
-
41,874
(89,077)
700,000
3,328,356
-
(672,231)
3,419,000
4,119,478
-
(170,559)
4,119,000
6,605,044
246,346
(272,899)
30,298
621,512
-
(318,315)
276,644
30,298
Consolidated
30 June
2012
30 June
2011
$
$
131,257
410,955
(3,919,796)
(6,985,207)
(3,788,539)
(6,574,252)
27,226
31,467
(153,215)
(246,081)
(3,914,528)
(6,788,866)
(18,126)
-
30,624
-
1,507,514
-
(1,627,215)
60,000
-
41,874
(89,077)
700,000
3,328,356
-
(672,231)
3,419,000
4,119,478
-
(170,559)
4,119,000
6,605,044
246,346
(272,899)
30,298
621,512
-
(318,315)
276,644
30,298
Consolidated
(3,788,539)
27,226
(153,215)
(6,574,252)
31,467
(246,081)
(3,914,528) (6,788,866)
(18,126)
-
-
-
60,000
30,624
1,507,514
(1,627,215)
-
41,874 (89,077)
700,000
-
3,419,000
-
3,328,356
(672,231)
4,119,478
(170,559)
4,119,000 6,605,044
246,346
30,298
-
(272,899)
621,512
(318,315)
276,644 30,298

The above statement of cash flows should be read in conjunction with the accompanying notes

33

Sprint Energy Limited (Formerly known as Modena Resources Limited) Notes to the financial statements 30 June 2012

Note 1. General information

The financial report covers Sprint Energy Limited as a consolidated entity consisting of Sprint Energy Limited and the entities it controlled. The financial report is presented in Australian dollars, which is Sprint Energy Limited's functional and presentation currency.

The financial report consists of the financial statements, notes to the financial statements and the directors' declaration.

Sprint Energy Limited is a listed public company limited by shares, incorporated and domiciled in Australia. Its registered office and principal place of business is:

1186 Hay Street West Perth WA 6005 Ph : (08) 9215 4200 Fax : (08) 9215 4299

A description of the nature of the consolidated entity's operations and its principal activities are included in the directors' report, which is not part of the financial report.

The financial report was authorised for issue, in accordance with a resolution of directors, on 27 September 2012. The directors have the power to amend and reissue the financial report.

Note 2. Significant accounting policies

The principal accounting policies adopted in the preparation of the financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.

New, revised or amending Accounting Standards and Interpretations adopted

The consolidated entity has adopted all of the new, revised or amending Accounting Standards and Interpretations issued by the Australian Accounting Standards Board ('AASB') that are mandatory for the current reporting period.

Any new, revised or amending Accounting Standards or Interpretations that are not yet mandatory have not been early adopted.

Going concern

The financial report has been prepared on the basis of accounting principles applicable to a going concern, which assumes the commercial realisation of the future potential of the Company’s and consolidated entity’s assets and the discharge of their liabilities in the normal course of business.

Notwithstanding the fact that the company has a working capital deficiency of $2,888,320 and negative net assets of $2,785,978, the directors are of the opinion that the company is a going concern for the following reasons. During the financial year, the Company raised a total of $3,383,900 by way of a convertible loan to provide additional working capital with the majority of these loans being converted to equity following shareholder approvals during the financial year and $293,400 remaining as borrowings and recognised in the statement of financial position as at 30 June 2012.

During the financial year, the Company successfully renegotiated the terms of its convertible notes/loans with Stratos Resources Limited (formerly Eldore Mining Corp Ltd), Leopard Resources NL (formerly Acclaim Exploration NL), and AM Securities Pty Ltd. These renegotiations have reduced the total payable by over $6.7 million with no loans at the end of the financial year.

34

Sprint Energy Limited (Formerly known as Modena Resources Limited) Notes to the financial statements 30 June 2012

Subsequent to the end of the financial year, the Company announced that it had completed a capital raising of $3 million through the issue of 100,000,000 fully paid ordinary shares at an issue price of $0.02 (2 cents) raising $2 million and the remaining $1 million by way of a convertible loan.

The Board considers that the Company is a going concern and recognises that additional funding is required to ensure that the Company can continue to fund its and the consolidated entity’s operations and further develop their gas exploration and evaluation assets during the twelve month period from the date of this financial report. Such additional funding, as occurred during the year ended 30 June 2012, can be derived from either one or a combination of the following:

  • The placement of securities under ASX Listing Rule 7.1 or otherwise;

  • An excluded offer pursuant to the Corporations Act 2001; or

  • The sale of assets.

Accordingly, the Directors believe that subject to prevailing equity market conditions, the Company will obtain sufficient funding to enable it and the consolidated entity to continue as going concerns and that it is appropriate to adopt that basis of accounting in the preparation of the financial report. Should the company be unable to obtain sufficient funding as outlined above, there is significant uncertainty whether or not the entity will be able to continue as a going concern.

The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or to the amounts or classification of liabilities that might be necessary should the Company and the consolidated entity not be able to continue as going concerns.

35

Sprint Energy Limited (Formerly known as Modena Resources Limited) Notes to the financial statements 30 June 2012

Note 2. Significant accounting policies (continued)

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-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.

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 consolidated entity'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 3.

Parent entity information

In accordance with the Corporations Act 2001, these financial statements present the results of the consolidated entity only. Supplementary information about the parent entity is disclosed in note 29.

Principles of consolidation

The consolidated financial statements incorporate the assets and liabilities of all subsidiaries of Sprint Energy Limited ('company' or 'parent entity') as at 30 June 2012 and the results of all subsidiaries for the year then ended. Sprint Energy Limited and its subsidiaries together are referred to in these financial statements as the 'consolidated entity'.

Subsidiaries are all those entities over which the consolidated entity has the power to govern the financial and operating policies, generally accompanying a shareholding of more than one-half of the voting rights. The effects of potential exercisable voting rights are considered when assessing whether control exists. Subsidiaries are fully consolidated from the date on which control is transferred to the consolidated entity. They are de-consolidated from the date that control ceases.

Intercompany transactions, balances and unrealised gains on transactions between entities in the consolidated entity 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 consolidated entity.

The acquisition of subsidiaries is accounted for using the acquisition method of accounting. Refer to the 'business combinations' accounting policy for further details. 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 consolidated entity 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 consolidated entity 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.

36

Sprint Energy Limited (Formerly known as Modena Resources Limited) Notes to the financial statements 30 June 2012

Note 2. Significant accounting policies (continued)

Foreign currency translation

The financial report is presented in Australian dollars, which is Sprint Energy Limited's functional and presentation currency.

Foreign currency transactions

Foreign currency transactions are translated into Australian dollars using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at financial year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss.

Foreign operations

The assets and liabilities of foreign operations are translated into Australian dollars using the exchange rates at the reporting date. The revenues and expenses of foreign operations are translated into Australian dollars using the average exchange rates, which approximates the rate at the date of the transaction, for the period. All resulting foreign exchange differences are recognised in the foreign currency reserve in equity.

The foreign currency reserve is recognised in profit or loss when the foreign operation or net investment is disposed of.

The functional currency of the overseas subsidiaries is the US dollar.

Revenue recognition

Revenue is recognised when it is probable that the economic benefit will flow to the consolidated entity and the revenue can be reliably measured. Revenue is measured at the fair value of the consideration received or receivable.

Oil and gas sales

Sales of oil and gas are recognised at the point of sale, which occurs when the risks and rewards of ownership have transferred to the customer.

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.

Rent

Rent revenue is recognised on a straight-line basis over the lease term. Lease incentives granted are recognised as part of the rental revenue. Contingent rentals are recognised as income in the period when earned.

Other revenue

Other revenue is recognised when it is received or when the right to receive payment is established.

37

Sprint Energy Limited (Formerly known as Modena Resources Limited) Notes to the financial statements 30 June 2012

Note 2. Significant accounting policies (continued)

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 changes in deferred tax assets and liabilities attributable to temporary differences and 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 apply 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 investments in subsidiaries, associates or interests in 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 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 entity's which intend to settle simultaneously.

Cash and cash equivalents

Cash and cash equivalents includes cash on hand, deposits held at call with financial institutions, other short-term, highly liquid investments with original maturities of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value.

Trade and other receivables

Trade receivables are initially recognised at fair value and subsequently measured at amortised cost using the effective interest method, less any provision for impairment. Trade receivables are generally due for settlement within 30 days.

Collectability of trade receivables is reviewed on an ongoing basis. Debts which are known to be uncollectable are written off by reducing the carrying amount directly. A provision for impairment of trade receivables is raised when there is objective evidence that the consolidated entity will not be able to collect all amounts due according to the original terms of the receivables. Significant financial difficulties of the debtor, probability that the debtor will enter bankruptcy or financial reorganisation and default or delinquency in payments (more than 60 days overdue) are considered indicators that the trade receivable may be impaired. The amount of the impairment allowance is the difference between the asset’s carrying amount and the present value of estimated future cash flows, discounted at the original effective interest rate. Cash flows relating to short-term receivables are not discounted if the effect of discounting is immaterial.

Other receivables are recognised at amortised cost, less any provision for impairment.

38

Sprint Energy Limited (Formerly known as Modena Resources Limited) Notes to the financial statements 30 June 2012

Note 2. Significant accounting policies (continued)

Investments and other financial assets

Investments and other financial assets are measured at either amortised cost or fair value depending on their classification. Classification is determined based on the purpose of the acquisition and subsequent reclassification to other categories is restricted. The fair values of quoted investments are based on current bid prices. For unlisted investments, the consolidated entity establishes fair value by using valuation techniques. These include the use of recent arms length transactions, reference to other instruments that are substantially the same, discounted cash flow analysis, and option pricing models.

Financial assets are derecognised when the rights to receive cash flows from the financial assets have expired or have been transferred and the consolidated entity has transferred substantially all the risks and rewards of ownership.

Loans and receivables

Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They are carried at amortised cost using the effective interest rate method. Gains and losses are recognised in profit or loss when the asset is derecognised or impaired.

Financial assets at fair value through profit or loss

Financial assets at fair value through profit or loss are either: i) held for trading, where they are acquired for the purpose of selling in the short-term with an intention of making a profit; or ii) designated as such upon initial recognition, where they are managed on a fair value basis or to eliminate or significantly reduce an accounting mismatch. Except for effective hedging instruments, derivatives are also categorised as fair value through profit or loss. Fair value movements are recognised in profit or loss.

Impairment of financial assets

The consolidated entity assesses at the end of each reporting period whether there is any objective evidence that a financial asset or group of financial assets is impaired. Objective evidence includes significant financial difficulty of the issuer or obligor; a breach of contract such as default or delinquency in payments; the lender granting to a borrower concessions due to economic or legal reasons that the lender would not otherwise do; it becomes probable that the borrower will enter bankruptcy or other financial reorganisation; the disappearance of an active market for the financial asset; or observable data indicating that there is a measurable decrease in estimated future cash flows.

The amount of the impairment allowance for loans and receivables carried at amortised cost is the difference between the asset’s carrying amount and the present value of estimated future cash flows, discounted at the original effective interest rate. If there is a reversal of impairment, the reversal cannot exceed the amortised cost that would have been had the impairment not been recognised and is reversed to profit or loss.

The amount of the impairment allowance for financial assets carried at cost is the difference between the asset’s carrying amount and the present value of estimated future cash flows, discounted at the current market rate of return for similar financial assets.

Property, plant and equipment

Plant and equipment is stated at historical cost less accumulated depreciation and impairment. Historical cost includes expenditure that is directly attributable to the acquisition of the items.

Depreciation is calculated on a straight-line basis to write off the net cost of each item of property, plant and equipment (excluding land) over their expected useful lives as follows:

Plant and equipment 3-7 years

The residual values, useful lives and depreciation methods are reviewed, and adjusted if appropriate, at each reporting date.

An item of property, plant and equipment is derecognised upon disposal or when there is no future economic benefit to the consolidated entity. Gains and losses between the carrying amount and the disposal proceeds are taken to profit or loss. Any revaluation surplus reserve relating to the item disposed of is transferred directly to retained profits.

39

Sprint Energy Limited (Formerly known as Modena Resources Limited) Notes to the financial statements 30 June 2012

Note 2. Significant accounting policies (continued)

Exploration and evaluation assets

Exploration and evaluation expenditure in relation to separate areas of interest for which rights of tenure are current is carried forward as an asset in the statement of financial position where it is expected that the expenditure will be recovered through the successful development and exploitation of an area of interest, or by its sale; or exploration activities are continuing in an area and activities have not reached a stage which permits a reasonable estimate of the existence or otherwise of economically recoverable reserves. Where a project or an area of interest has been abandoned, the expenditure incurred thereon is written off in the year in which the decision is made.

Trade and other payables

These amounts represent liabilities for goods and services provided to the consolidated entity prior to the end of the financial year and which are unpaid. Due to their short-term nature they are measured at amortised cost and are not discounted. The amounts are unsecured and are usually paid within 30 days of recognition.

Borrowings

Loans and borrowings are initially recognised at the fair value of the consideration received, net of transaction costs. They are subsequently measured at amortised cost using the effective interest method.

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.

The component of the convertible notes that exhibits characteristics of a liability is recognised as a liability in the statement of financial position, net of transaction costs.

On the issue of the convertible notes the fair value of the liability component is determined using a market rate for an equivalent non-convertible bond and this amount is carried as a non-current liability on the amortised cost basis until extinguished on conversion or redemption. The increase in the liability due to the passage of time, is recognised as a finance cost. The remainder of the proceeds are allocated to the conversion option that is recognised and included in shareholders equity as a convertible note reserve, net of transaction costs. The carrying amount of the conversion option is not remeasured in the subsequent years. The corresponding interest on convertible notes is expensed to profit or loss.

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, including: - interest on short-term and long-term borrowings

Provisions

Provisions are recognised when the consolidated entity has a present (legal or constructive) obligation as a result of a past event, it is probable the consolidated entity 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, annual leave and sick leave

Liabilities for wages and salaries, including non-monetary benefits, annual leave and accumulating sick leave expected to be settled within 12 months of the reporting date are recognised in current liabilities in respect of employees' services up to the reporting date and are measured at the amounts expected to be paid when the liabilities are settled. Non-accumulating sick leave is expensed to profit or loss when incurred.

40

Sprint Energy Limited (Formerly known as Modena Resources Limited) Notes to the financial statements 30 June 2012

Note 2. Significant accounting policies (continued)

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.

The cost of equity-settled transactions are measured at fair value on grant date. Fair value is 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 consolidated entity 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.

The cost of cash-settled transactions is initially, and at each reporting date until vested, determined by applying either the Binomial or Black-Scholes option pricing model, taking into consideration the terms and conditions on which the award was granted. The cumulative charge to profit or loss until settlement of the liability is calculated as follows:

  • during the vesting period, the liability at each reporting date is the fair value of the award at that date multiplied by the expired portion of the vesting period.

  • ● from the end of the vesting period until settlement of the award, the liability is the full fair value of the liability at the reporting date.

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 consolidated entity or employee, the failure to satisfy the condition is treated as a cancellation. If the condition is not within the control of the consolidated entity 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.

41

Sprint Energy Limited (Formerly known as Modena Resources Limited) Notes to the financial statements 30 June 2012

Note 2. Significant accounting policies (continued)

Earnings per share

Basic earnings per share

Basic earnings per share is calculated by dividing the profit attributable to the owners of Sprint Energy Limited, excluding any costs of servicing equity other than ordinary shares, by the weighted average number of ordinary shares outstanding during the financial year, adjusted for bonus elements in ordinary shares issued during the financial year.

Diluted earnings per share

Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into account the after income tax effect of interest and other financing costs associated with dilutive potential ordinary shares and the weighted average number of shares assumed to have been issued for no consideration in relation to dilutive potential ordinary shares.

Goods and Services Tax ('GST') and other similar taxes

Revenues, expenses and assets are recognised net of the amount of associated GST, unless the GST incurred is not recoverable from the tax authority. In this case it is recognised as part of the cost of the acquisition of the asset or as part of the expense.

Receivables and payables are stated inclusive of the amount of GST receivable or payable. The net amount of GST recoverable from, or payable to, the tax authority is included in other receivables or other payables in the statement of financial position.

Cash flows are presented on a gross basis. The GST components of cash flows arising from investing or financing activities which are recoverable from, or payable to the tax authority, are presented as operating cash flows.

Commitments and contingencies are disclosed net of the amount of GST recoverable from, or payable to, the tax authority.

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 consolidated entity for the annual reporting period ended 30 June 2012. The consolidated entity's assessment of the impact of these new or amended Accounting Standards and Interpretations, most relevant to the consolidated entity, are set out below.

AASB 2011-9 Amendments to Australian Accounting Standards – Presentation of Items of Other Comprehensive Income

The consolidated entity has applied AASB 2011-9 amendmenrs from 1 January 2012. The amendments requires grouping together of items within other comprehensive income on the basis of whether they will eventually be ‘recycled’ to the profit or loss (reclassification adjustments). The change provides clarity about the nature of items presented as other comprehensive income and the related tax presentation.

42

Sprint Energy Limited (Formerly known as Modena Resources Limited) Notes to the financial statements 30 June 2012

Note 2. Significant accounting policies (continued)

AASB 9 Financial Instruments, 2009-11 Amendments to Australian Accounting Standards arising from AASB 9 and 2010-7 Amendments to Australian Accounting Standards arising from AASB 9

This standard and its consequential amendments are applicable to annual reporting periods beginning on or after 1 January 2013 and completes phase I of the IASB's project to replace IAS 39 (being the international equivalent to AASB 139 'Financial Instruments: Recognition and Measurement'). This standard introduces new classification and measurement models for financial assets, using a single approach to determine whether a financial asset is measured at amortised cost or fair value. To be classified and measured at amortised cost, assets must satisfy the business model test for managing the financial assets and have certain contractual cash flow characteristics. All other financial instrument assets are to be classified and measured at fair value. This standard allows an irrevocable election on initial recognition to present gains and losses on equity instruments (that are not held-for-trading) in other comprehensive income, with dividends as a return on these investments being recognised in profit or loss. In addition, those equity instruments measured at fair value through other comprehensive income would no longer have to apply any impairment requirements nor would there be any ‘recycling’ of gains or losses through profit or loss on disposal. The accounting for financial liabilities continues to be classified and measured in accordance with AASB 139, with one exception, being that the portion of a change of fair value relating to the entity’s own credit risk is to be presented in other comprehensive income unless it would create an accounting mismatch. The consolidated entity will adopt this standard from 1 July 2013 but the impact of its adoption is yet to be assessed by the consolidated entity.

AASB 10 Consolidated Financial Statements

This standard is applicable to annual reporting periods beginning on or after 1 January 2013. The standard has a new definition of ‘control’. Control exists when the reporting entity is exposed, or has the rights, to variable returns (e.g. dividends, remuneration, returns that are not available to other interest holders including losses) from its involvement with another entity and has the ability to affect those returns through its ‘power’ over that other entity. A reporting entity has power when it has rights (e.g. voting rights, potential voting rights, rights to appoint key management, decision making rights, kick out rights) that give it the current ability to direct the activities that significantly affect the investee’s returns (e.g. operating policies, capital decisions, appointment of key management). The consolidated entity will not only have to consider its holdings and rights but also the holdings and rights of other shareholders in order to determine whether it has the necessary power for consolidation purposes. The adoption of this standard from 1 July 2013 may have an impact where the consolidated entity has a holding of less than 50% in an entity, has de facto control, and is not currently consolidating that entity.

AASB 11 Joint Arrangements

This standard is applicable to annual reporting periods beginning on or after 1 January 2013. The standard defines which entities qualify as joint ventures and removes the option to account for joint ventures using proportional consolidation. Joint ventures, where the parties to the agreement have the rights to the net assets will use equity accounting. Joint operations, where the parties to the agreements have the rights to the assets and obligations for the liabilities will account for the assets, liabilities, revenues and expenses separately, using proportionate consolidation. The adoption of this standard from 1 July 2013 will not have a material impact on the consolidated entity.

AASB 12 Disclosure of Interests in Other Entities

This standard is applicable to annual reporting periods beginning on or after 1 January 2013. It contains the entire disclosure requirement associated with other entities, being subsidiaries, associates and joint ventures. The disclosure requirements have been significantly enhanced when compared to the disclosures previously located in AASB 127 ‘Consolidated and Separate Financial Statements’, AASB 128 ‘Investments in Associates’, AASB 131 ‘Interests in Joint Ventures’ and Interpretation 112 ‘Consolidation – Special Purpose Entities’. The adoption of this standard from 1 July 2013 will significantly increase the amount of disclosures required to be given by the consolidated entity such as significant judgements and assumptions made in determining whether it has a controlling or non-controlling interest in another entity and the type of non-controlling interest and the nature and risks involved.

43

Sprint Energy Limited (Formerly known as Modena Resources Limited) Notes to the financial statements 30 June 2012

Note 2. Significant accounting policies (continued)

AASB 13 Fair Value Measurement and AASB 2011-8 Amendments to Australian Accounting Standards arising from AASB 13

This standard and its consequential amendments are applicable to annual reporting periods beginning on or after 1 January 2013. The standard provides a single robust measurement framework, with clear measurement objectives, for measuring fair value using the ‘exit price’ and it provides guidance on measuring fair value when a market becomes less active. The ‘highest and best use’ approach would be used to measure assets whereas liabilities would be based on transfer value. As the standard does not introduce any new requirements for the use of fair value, its impact on adoption by the consolidated entity from 1 July 2013 should be minimal, although there will be increased disclosures where fair value is used.

Note 3. Critical accounting judgements, estimates and assumptions

The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the reported amounts in the financial statements. Management continually evaluates its judgements and estimates in relation to assets, liabilities, contingent liabilities, revenue and expenses. Management bases its judgements, estimates and assumptions on historical experience and on other various factors, including expectations of future events, management believes to be reasonable under the circumstances. The resulting accounting judgements and estimates will seldom equal the related actual results. The judgements, estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below.

Share-based payment transactions

The consolidated entity measures the cost of equity-settled transactions with employees by reference to the fair value of the equity instruments at the date at which they are granted. The fair value is determined by using either the Binomial or Black-Scholes model taking into account the terms and conditions upon which the instruments were granted. The accounting estimates and assumptions relating to equity-settled share-based payments would have no impact on the carrying amounts of assets and liabilities within the next annual reporting period but may impact profit or loss and equity.

Provision for impairment of receivables

The provision for impairment of receivables assessment requires a degree of estimation and judgement. The level of provision is assessed by taking into account the ageing of receivables, historical collection rates and specific knowledge of the individual debtors financial position.

Foreign currency

The functional currency for each entity in the Group is the currency of the primary economic environment in which it operates. Where the indicators for determining functional currency are mixed, the Directors have used judgement to determine which currency most faithfully presents the economic effects of the underlying transactions. The Directors have determined that the functional currency of Sprint Energy Limited is the Australian Dollar. Had they determined that the functional currency was USD this may have impacted the carrying amount of the assets on the Statement of Financial Position, with a corresponding change to equity and the profit and loss for the year.

Impairment of assets

In determining the recoverable amount of assets, in the absence of quoted market prices, estimations are made regarding the present value of future cash flows using asset-specific discount rates and the recoverable amount of the asset is determined. Value-in-use calculations performed in assessing recoverable amounts incorporate a number of key estimates.

44

Sprint Energy Limited (Formerly known as Modena Resources Limited) Notes to the financial statements 30 June 2012

Note 3. Critical accounting judgements, estimates and assumptions (continued)

Estimation of useful lives of assets

The consolidated entity determines the estimated useful lives and related depreciation and amortisation charges for its property, plant and equipment and finite life intangible assets. The useful lives could change significantly as a result of technical innovations or some other event. The depreciation and amortisation charge will increase where the useful lives are less than previously estimated lives, or technically obsolete or non-strategic assets that have been abandoned or sold will be written off or written down.

Provision for plugging and abandonment

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. This provision is based on the government cost calculation for plugging and abandoning wells in the State of Texas, with additional contingent amounts estimated by the Directors. Final costs may be higher or lower than the amount prescribed by the government.

Provision for legal claims

A provision has been made for the present value of anticipated costs required to settle outstanding legal disputes. The calculation of this provision requires assumptions to determine the best estimates of the amounts payable to settle known outstanding claims.

During the current year, the current new board have reviewed and renegoiated the carrying amount of the legal provisions. As a result gains have been recognised in the current year in relation to these liabilities.

Note 4. Operating segments

Identification of reportable operating segments

AASB 8 requires operating segments to be identified on the basis of internal reports about the components of the group that are regularly reviewed by the chief decision maker in order to allocate resources to the segment and to assess its performance. The Board have been deemed to be the chief decision makers.

Sprint Energy Limited operates in the development of oil and gas within the USA. The group’s activities are therefore classified as one business segment.

Note 5. Revenue

-
-
-
-
Revenue
Sales revenue
Other revenue
Interest
Natural gas sales
Other revenue
30 June
2012
30 June
2011
$
$
151,065
590,579
27,226
31,467
45,746
52,382
72,972
83,849
224,037
674,428
Consolidated

45

Sprint Energy Limited (Formerly known as Modena Resources Limited) Notes to the financial statements 30 June 2012

Note 6. Other income

-
-
Gain on reversal of prior year over accural of liabilities
Gain on sale of financial assets
Gain on renegotiation of loans
Other income
30 June
2012
30 June
2011
$
$
2,201,260
-
2,987,875
-
32,500
-
5,221,635
-
Consolidated
30 June
2012
30 June
2011
$
$
2,201,260
-
2,987,875
-
32,500
-
5,221,635
-
Consolidated
5,221,635 -

The prior year financial statements included provisions for a number of liabilties relating to the Blackgate acquisition. When signing the 30 June 2011 financial statements the Board took a conservative approach and recognised all of these at the maximum possible payable amount. During the year, the Board has reviewed the carrying amount of these liabilities and after taking legal advice found that they were over provided in the financial statements at 30 June 2011. A gain of $2,201,260 has been recognised in the Statement of Comprehensive Income to state these liabilites at their current carrying amount.

The 30 June 2011 financial statements included loans payable to entities related to former directors. During the current financial year, the company renegotiated these debts and a gain of $2,987,875 was recognised in the Statement of Comprehensive Income.

During the current year the company disposed of its investement in listed entities at a gain of $32,500.

Note 7. Expenses

-
-
Receivables
Impairment
Propert plant and equipment
Cost of sales
Loss before income tax includes the following specific
expenses:
Cost of sales
Total impairment
Exploration and evaluation
Depreciation
30 June
2012
30 June
2011
$
$
277,328
1,088,716
15,909
61,625
-
30,069,220
644,142
672,035
644,142
30,741,255
Consolidated

46

Sprint Energy Limited (Formerly known as Modena Resources Limited) Notes to the financial statements 30 June 2012

Note 7. Expenses (continued)

-
-
-
-
-
-
Note 8. Income tax expense
Numerical reconciliation of income tax expense and tax at
the statutory rate
Net fair value loss on available-for-sale financial assets
Net loss on disposal of property, plant and equipment
Net fair value loss
Interest and finance charges paid/payable
There are no franking credits available to the Group.
Income tax expense
Tax effect amounts which are not deductible/(taxable) in
calculating taxable income:
Foreign tax rate differential
Loss before income tax expense
Tax at the statutory tax rate of 30%
Tax effect of non-deductible items
Deferred tax assets not bought to account
Finance costs
Finance costs expensed
Net loss on disposal
Funding facility fee
30 June
2012
30 June
2011
$
$
801,559
433,920
118,333
1,422,500
919,892
1,856,420
-
42,500
-
20,049
-
-
30 June
2012
30 June
2011
$
$
(220,609)
(39,566,577)
(66,183)
(11,869,973)
216,890
10,669,043
(150,707)
1,406,943
-
(206,013)
-
-
Consolidated
Consolidated
30 June
2012
30 June
2011
$
$
801,559
433,920
118,333
1,422,500
919,892
1,856,420
-
42,500
-
20,049
-
-
30 June
2012
30 June
2011
$
$
(220,609)
(39,566,577)
(66,183)
(11,869,973)
216,890
10,669,043
(150,707)
1,406,943
-
(206,013)
-
-
Consolidated
Consolidated
- -

Net deferred tax assets have not been brought to account as it is not probable within the immediate future that tax profits will be available against which deductible temporary differences and tax losses can be utilised.

47

Sprint Energy Limited (Formerly known as Modena Resources Limited) Notes to the financial statements 30 June 2012

Note 8. Income tax expense (continued)

-
-
Foreign tax losses
Deferred tax assets not brought to account arising
from tax losses, the benefits of which will only be
realised if the conditions for deductibility set out in
Note 2 occur:
Other
Deferred tax assets not recognised
Deferred tax assets not recognised comprises temporary
differences attributable to:
Total deferred tax assets not recognised
30 June
2012
30 June
2011
$
$
353,558
495,420
1,615,938
1,615,938
21,174
30,019
1,990,670
2,141,377
Consolidated
30 June
2012
30 June
2011
$
$
353,558
495,420
1,615,938
1,615,938
21,174
30,019
1,990,670
2,141,377
Consolidated
1,990,670 2,141,377

The above potential tax benefit, which excludes tax losses, for deductible temporary differences has not been recognised in the statement of financial position as the recovery of this benefit is uncertain.

The benefit of the tax losses will only be obtained if the group comply with conditions imposed by the tax legislation in Australia and the USA.

Note 9. Current assets - cash and cash equivalents

Cash at bank and on hand
Cash at bank earns interest at floating rates based on daily bank deposit rates.
30 June
2012
30 June
2011
$
$
276,644
30,298
Consolidated
30 June
2012
30 June
2011
$
$
276,644
30,298
Consolidated

The Group's exposure to interest rate risk is discussed in Note 23.

The effective interest rate for the 30 June 2012 year was 4.36% (2011 : 5.37%)

48

Sprint Energy Limited (Formerly known as Modena Resources Limited) Notes to the financial statements 30 June 2012

Note 10. Current assets - trade and other receivables

-
-
Receivable - Arturus Energy LLC
GST and other tax recoverable
Trade receivables
Security deposits for lease restoration
Amount owing by BNP Petroleum
Allowance for impairment of receivable
Allowance for impairment of receivable
Other receivables
30 June
2012
30 June
2011
$
$
27,112
179,624
1,301
130,880
644,142
644,142
(644,142)
-
344,522
377,460
672,035
672,035
(672,035)
(672,035)
11,616
23,523
384,551
1,355,629
Consolidated
30 June
2012
30 June
2011
$
$
27,112
179,624
1,301
130,880
644,142
644,142
(644,142)
-
344,522
377,460
672,035
672,035
(672,035)
(672,035)
11,616
23,523
384,551
1,355,629
Consolidated
384,551 1,355,629

Terms and conditions relating to the above financial instruments:

  • Trade and other receivables are non-interest bearing and generally repayable within 30 days.

  • Due to the short term nature of these receivables, their carrying value is assumed to approximate their fair value.

  • The amount owing by other entity is an advance to assist with the acquisition of an oil rig, upon which no interest is

  • charged and the advance is repayable on demand. The fair value approximates the carrying value of the receivable. An allowance for impairment loss is recognised when there is objective evidence that the loan receivable is impaired.

  • Information about the Group’s exposure to credit risk, foreign currency and interest rate risk in relation to trade and

  • other receivables is provided in Note 23.

  • The maximum exposure to credit risk at the reporting date is the carrying amount of each class of receivable

  • mentioned above. Refer to Note 23 for more information on the risk management policy of the Group and the credit quality of the entity’s trade receivables.

  • An impairment of $644,142 has been recognised in the current year in relation to the loan from Arturus Energy LLC,

  • because the Board believes that there is significant uncertainty in relation to the recoverability of the loan.

Past due but not impaired

Customers with balances past due but without provision for impairment of receivables amount to $27,112 as at 30 June 2012 ($103,932 as at 30 June 2011).

The consolidated entity did not consider a credit risk on the aggregate balances after reviewing credit terms of customers based on recent collection practices.

The ageing of the past due but not impaired receivables are as follows:

-
-
60-90 days
120 + days
30 June
2012
30 June
2011
$
$
-
11,935
27,112
91,997
27,112
103,932
Consolidated
30 June
2012
30 June
2011
$
$
-
11,935
27,112
91,997
27,112
103,932
Consolidated
27,112 103,932

In determining the recoverability of a trade receivable, the Group considers any changes in the credit quality of the trade receivable from the date credit was initially granted up to the reporting date. The directors believe that there is no further credit provision required in excess of the allowance for impairment.

49

Sprint Energy Limited (Formerly known as Modena Resources Limited) Notes to the financial statements 30 June 2012

Note 11. Current assets - financial assets at fair value through profit or loss

Refer to note 23 for further information on financial instruments.
Ordinary shares - designated at fair value through profit or
loss
This investment was sold during the current financial year at a profit of $32,500.
30 June
2012
30 June
2011
$
$
-
27,500
Consolidated
30 June
2012
30 June
2011
$
$
-
27,500
Consolidated

Note 12. Non-current assets - receivables

-
-
-
-
Receivable from Arturus Capital
Less: Accumulated depreciation
Plant and equipment - at cost
Note 13. Non-current assets - property, plant and equipment
30 June
2012
30 June
2011
$
$
-
28,089
30 June
2012
30 June
2011
$
$
127,416
241,076
(25,074)
(72,196)
102,342
168,880
102,342
168,880
Consolidated
Consolidated
30 June
2012
30 June
2011
$
$
-
28,089
30 June
2012
30 June
2011
$
$
127,416
241,076
(25,074)
(72,196)
102,342
168,880
102,342
168,880
Consolidated
Consolidated
102,342 168,880
102,342 168,880

50

Sprint Energy Limited (Formerly known as Modena Resources Limited) Notes to the financial statements 30 June 2012

Note 13. Non-current assets - property, plant and equipment (continued)

Reconciliations

Reconciliations of the written down values at the beginning and end of the current and previous financial year are set out below:

$ $ $ $ -
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Balance at 30 June 2012
Depreciation expense
Balance at 1 July 2010
Consolidated
Depreciation expense
Exchange differences
Balance at 30 June 2011
Disposals
Additions
$ 246,707
(16,202)
(61,625)
Plant &
Equipment
Total
$ 246,707
(16,202)
(61,625)
168,880
18,126
(68,755)
(15,909)
168,880
18,126
(68,755)
(15,909)
102,342 102,342

Note 14. Non-current assets - exploration and evaluation

-
-
-
-
Less: Impairment
Oil and gas exploration assets
30 June
2012
30 June
2011
$
$
29,961,636
30,069,220
(29,961,636)
(30,069,220)
-
-
-
-
Consolidated

Reconciliations

Reconciliations of the written down values at the beginning and end of the current and previous financial year are set out below:

Exploration
Expenditure Total
$ $ $ $ $ $
Consolidated
Balance at 1 July 2010 - - - - 28,060,488 28,060,488
Additions 1,627,215 1,627,215
Exchange differences 381,517 381,517
Impairment of assets (30,069,220) (30,069,220)
Balance at 30 June 2011 - - - - - -
Balance at 30 June 2012 - - - - - -

51

Sprint Energy Limited (Formerly known as Modena Resources Limited) Notes to the financial statements 30 June 2012

Note 14. Non-current assets - exploration and evaluation (continued)

Allowance for impairment includes write-offs incurred with respect to drilling and prospect costs. The impairments in previous years are primarily due to the loss of lease title caused by non-production at the wells. Recovery of lease title could result in a reversal of the impairment allowance.

The ultimate recoupment of the exploration and evaluation expenditure carried forward is dependent on the successful development and commercial exploitation or, alternatively, sale of the relevant areas of interest, at amounts at least equal to book value.

Note 15. Current liabilities - trade and other payables

-
-
Interest payable
Bankruptcy settlement outstanding debt guarantee (1)
Share capital refundable
Trade and other payables
Purchase price payable (2)
30 June
2012
30 June
2011
$
$
-
943,650
-
189,000
-
589,593
97,519
486,499
1,152,869
1,731,368
1,250,388
3,940,110
Consolidated
30 June
2012
30 June
2011
$
$
-
943,650
-
189,000
-
589,593
97,519
486,499
1,152,869
1,731,368
1,250,388
3,940,110
Consolidated
1,250,388 3,940,110

Refer to note 23 for further information on financial instruments.

(1) During the year the company paid $US863,299 as full and final settlement of the bankruptcy settlment.

(2) The purchase price payable was never paid. After a detailed review, the board have detemined that certain elements of the purhcase price payable were overestimated. The reversal of these has been recognised as other income in the current year.

Terms and conditions relating to the above financial instruments:

• Trade creditors are non-interest bearing and are normally settled between 30 to 90 days.

  • Due to the short term nature of these payables, their carrying value is assumed to approximate their fair value.

52

Sprint Energy Limited (Formerly known as Modena Resources Limited) Notes to the financial statements 30 June 2012

Note 16. Current liabilities - borrowings

-
-
Convertible notes payable
Loan - unsecured (1)
30 June
2012
30 June
2011
$
$
-
4,119,477
293,400
2,577,106
293,400
6,696,583
Consolidated
30 June
2012
30 June
2011
$
$
-
4,119,477
293,400
2,577,106
293,400
6,696,583
Consolidated
293,400 6,696,583

(1) These loans were renegotiated during the year and a gain of $2,987,875 has been recognised in the statement of comprehensive income. The remaining amount was settled through the issue of shares.

At balance date the group had unsecured convertible notes outstanding with a face value of $293,400. The principal terms of these note are as follows:

Interest rate : 6% Termination date : 11 April 2013

The notes can be converted to equity at twenty percent less than the Volume Weighted Average Price of the shares traded on the Australian Securities Exchange on the preceding five days.

Subsequent to year end a furhter $150,000 of convertible notes were issued, and the entire balance of $443,000 were converted into shares.

Financing arrangements

Unrestricted access was available at the reporting date to the following lines of credit:

-
-
Truestone finance facility
Unused at the reporting date
Total facilities
Truestone finance facility
Used at the reporting date
Truestone finance facility
30 June
2012
30 June
2011
$
$
10,000,000
-
1,750,000
-
8,250,000
-
Consolidated

This facility was terminated on 8 August 2012.

Note 17. Current liabilities - employee benefits

Annual leave

Consolidated Consolidated
30 June 30 June
2012 2011
$ $
4,662 40,261

53

Sprint Energy Limited (Formerly known as Modena Resources Limited) Notes to the financial statements 30 June 2012

Note 18. Current liabilities - provisions

-
-
Plug and abandonment
Legal claims
30 June
2012
30 June
2011
$
$
32,367
1,226,745
1,968,698
-
2,001,065
1,226,745
Consolidated
30 June
2012
30 June
2011
$
$
32,367
1,226,745
1,968,698
-
2,001,065
1,226,745
Consolidated
2,001,065 1,226,745

Legal claims

The above provision relates to outstanding legal claims with TPE Operating LLC and claims from third parties relating to the original asset purchase.

Plug and abandonment

This provision is based on the government cost calculation for plugging and abandoning wells in the State of Texas, with additional contingent amounts estimated by the Directors. Final costs may be higher or lower than the amount prescribed by the government.

Movements in provisions

Movements in each class of provision during the current financial year, other than employee benefits, are set out below:

$ $ $ $ 1,226,745
(156,840)
(837,538)
(200,000)
-
-
-
-
-
-
32,367
Note 19. Non-current liabilities - provisions
Issue of shares in consideration for
settlement of claim
Carrying amount at the end of the year
Additional provisions recognised in profit or
loss
Consolidated - 30 June 2012
Prior year over provision
Amounts used
Translation of foreign exchange differences
Tranfer from non-current provisions
Payments
Carrying amount at the start of the year
Legal
Abandonment
Plug &
Claims
$ $ $ $ 1,226,745
(156,840)
(837,538)
(200,000)
-
-
-
-
-
-
32,367
Note 19. Non-current liabilities - provisions
Issue of shares in consideration for
settlement of claim
Carrying amount at the end of the year
Additional provisions recognised in profit or
loss
Consolidated - 30 June 2012
Prior year over provision
Amounts used
Translation of foreign exchange differences
Tranfer from non-current provisions
Payments
Carrying amount at the start of the year
Legal
Abandonment
Plug &
Claims
Plug &
Abandonment
$ -
807,386
1,103,081
58,231
32,367 1,968,698
Plug and abandonment 30 June
2012
30 June
2011
$
$
-
807,386
Consolidated

Plug and abondonment

This provision relates to the government cost calculation for plugging and abandoning wells in the State of Texas. Final costs may be higher or lower than the amount prescribed by the government.

54

Sprint Energy Limited (Formerly known as Modena Resources Limited) Notes to the financial statements 30 June 2012

Note 19. Non-current liabilities - provisions (continued)

Movements in provisions

Movements in each class of provision during the current financial year, other than employee benefits, are set out below:

$ $ $ $ -
-
-
-
Carrying amount at the end of the year
Consolidated - 30 June 2012
Transfer to current liabilites
Carrying amount at the start of the year
Plug &
Abandonment
$ 807,386
(807,386)
-

Note 20. Equity - issued capital

Ordinary shares - fully paid 30 June
2012
30 June
2011
Shares
Shares
660,364,963
248,292,656
Consolidated
30 June
2012
30 June
2011
$
$
64,146,270
55,540,185
Consolidated

55

Sprint Energy Limited (Formerly known as Modena Resources Limited) Notes to the financial statements 30 June 2012

Note 20. Equity - issued capital (continued)

Movements in ordinary share capital

1 July 2010
Details
21 January 2011
12 January 2011
30 June 2012
14 January 2011
Facility drawdown
23 February 2011
Issue on conversion of convertible note
Balance
30 December 2011
Cost of capital raising
22 March 2011
Settlement of trade payables
Balance
30 May 2011
30 June 2012
Facility drawdown
Issue on conversion of convertible note
27 August 2010
Settlement of legal provisions
16 January 2012
15 September 2010
Issue on conversion of convertible note
1 March 2012
10 February 2011
Issue on conversion of convertible note
13 December 2010
Capital raising costs
Date
Issue on conversion of convertible note
16 Febrauary 2011
27 Febuary 2012
Issue on conversion of convertible note
Funding facility fee
13 December 2010
22 May 2012
Issue in lieu of services
Issue on conversion of convertible note
Issue on conversion of convertible note
Facility drawdown
24 January 2011
Facility drawdown
Issue on conversion of convertible note
Issue on conversion of convertible note
27 February 2012
Issue in lieu of services
7 February 2012
Share issue
Balance
Issue on payment of facility fee
Issue on conversion of convertible note
Share placement
Consolidation of capital on 1:5 basis
30 June 2011
Share placement
Facility drawdown
1 July 2011
30 May 2011
Issue on conversion of convertible note
6 October 2010
22 July 2011
16 January 2012
Issue in lieu of services
17 January 2011
10 May 2011
No of shares
Issue price
818,518,911
43,829,297
$0.02
5,287,508
$0.02
24,690,174
$0.02
134,863,043
$0.02
7,500,000
$0.02
13,673,531
$0.02
10,962,566
$0.02
1,304,347
$0.02
14,508,567
$0.02
8,246,289
$0.02
20,812,798
$0.02
13,820,669
$0.02
16,984,330
$0.01
588,234
$0.02
6,666,666
$0.00
99,206,349
$0.01
(993,170,623)
$0.00
-
248,292,656
1,800,000
$0.02
38,646,770
$0.02
48,375,000
$0.02
14,150,000
$0.02
3,820,000
$0.02
7,380,000
$0.02
62,500,000
$0.02
5,000,000
$0.02
10,000,000
$0.04
10,000,000
$0.02
210,400,537
$0.02
660,364,963
$
48,162,388
760,000
80,000
400,000
3,101,850
172,500
250,000
205,000
30,000
250,000
150,000
365,000
250,000
250,000
10,000
25,000
1,250,000
(171,553)
55,540,185
36,000
700,000
967,500
283,000
74,400
147,600
1,250,000
118,333
362,873
200,000
4,706,446
(240,067)
64,146,270

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.

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.

Share buy-back

There is no current on-market share buy-back.

56

Sprint Energy Limited (Formerly known as Modena Resources Limited) Notes to the financial statements 30 June 2012

Note 20. Equity - issued capital (continued)

Capital risk management

The consolidated entity's objectives when managing capital are to safeguard its ability to continue as a going concern, so that it can provide returns for shareholders and benefits for other stakeholders and to maintain an optimum capital structure to reduce the cost of capital.

In order to maintain or adjust the capital structure, the consolidated entity may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt.

The consolidated entity would look to raise capital when an opportunity to invest in a business or company was seen as value adding relative to the current parent entity's share price at the time of the investment. The consolidated entity is not actively pursuing additional investments in the short term as it continues to integrate and grow its existing businesses in order to maximise synergies.

The consolidated entity is subject to certain financing arrangements covenants and meeting these are given priority in all capital risk management decisions. There have been no events of default on the financing arrangements during the financial year.

The capital risk management policy remains unchanged from the 30 June 2011 Annual Report.

Note 21. Equity - reserves

$ $ -
-
-
-
Lapse of options
Options reserve
Foreign currency translation
Consolidated
Share-based payments reserve
Share based payments
Foreign currency reserve
Options issued as
consideration for capital
raising costs
Foreign currency translation
Options issued
Balance at 30 June 2012
Balance at 30 June 2011
Balance at 1 July 2010
-
$ 664,911
-
-
payments
Share based
-
$ -
(3,007,204)
-
exchange
Foreign
30 June
2012
30 June
2011
$
$
(3,225,969)
(3,007,204)
148,000
664,911
200,000
200,000
(2,877,969)
(2,142,293)
Total
$ $ 664,911
-
(3,007,204)
200,000
200,000
200,000
(2,142,293)
-
(218,765)
(664,911)
-
78,000
-
70,000
200,000
(2,877,969)
Consolidated
Reserve
Options
30 June
2012
30 June
2011
$
$
(3,225,969)
(3,007,204)
148,000
664,911
200,000
200,000
(2,877,969)
(2,142,293)
Total
$ $ 664,911
-
(3,007,204)
200,000
200,000
200,000
(2,142,293)
-
(218,765)
(664,911)
-
78,000
-
70,000
200,000
(2,877,969)
Consolidated
Reserve
Options
(2,877,969) (2,142,293)
$ -
200,000
Reserve
Options
Total
$ 664,911
(3,007,204)
200,000
664,911
-
(664,911)
78,000
70,000
(3,007,204)
(218,765)
-
-
-
200,000
-
-
-
(2,142,293)
(218,765)
(664,911)
78,000
70,000
148,000 (3,225,969) 200,000 (2,877,969)

57

Sprint Energy Limited (Formerly known as Modena Resources Limited) Notes to the financial statements 30 June 2012

Note 21. Equity - reserves (continued)

Options reserve

The reserve is used to recognise amounts received in relation to listed options in the period before they expire or are exercised.

Foreign currency reserve

The reserve is used to recognise exchange differences arising from translation of the financial statements of foreign operations to Australian dollars. It is also used to recognise gains and losses on hedges of the net investments in foreign operations.

Share-based payments reserve

The reserve is used to recognise the value of equity benefits provided to employees and directors as part of their remuneration, and other parties as part of their compensation for services.

Note 22. Equity - dividends

There were no dividends paid, recommended or declared during the current or previous financial year.

Note 23. Financial instruments

Financial risk management objectives

The consolidated entity's activities expose it to a variety of financial risks: market risk (including foreign currency risk, price risk and interest rate risk), credit risk and liquidity risk. The consolidated entity's overall risk management program focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the financial performance of the consolidated entity. The consolidated entity uses derivative financial instruments such as forward foreign exchange contracts to hedge certain risk exposures. Derivatives are exclusively used for hedging purposes, i.e. not as trading or other speculative instruments. The consolidated entity uses different methods to measure different types of risk to which it is exposed. These methods include sensitivity analysis in the case of interest rate, foreign exchange and other price risks, ageing analysis for credit risk and beta analysis in respect of investment portfolios to determine market risk.

Risk management is carried out by senior executives under policies approved by the Board of Directors ('Board'). These policies include identification and analysis of the risk exposure of the consolidated entity and appropriate procedures, controls and risk limits. Executives identify, evaluate and hedge financial risks within the consolidated entity's operating units. Executives report to the Board on a monthly basis.

Market risk

Foreign currency risk

The consolidated entity undertakes certain transactions denominated in foreign currency predominently in relation to tis US subsidiaries, and are 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. The risk is measured using sensitivity analysis and cash flow forecasting.

58

Sprint Energy Limited (Formerly known as Modena Resources Limited) Notes to the financial statements 30 June 2012

Note 23. Financial instruments (continued)

The carrying amount of the consolidated entity's foreign currency denominated financial assets and financial liabilities at the reporting date was as follows:

Assets Assets Liabilities Liabilities
30 June 30 June 30 June 30 June
2012 2011 2012 2011
$ $ $ $
Consolidated
US dollars 392,860 527,875 494,724 3,472,313
Refer below for a sensitivity analysis in relation to the consolidated entity's foreign currency exposure. Given the
recent fluctations between the two currencies a rate of 10% has been deemed appropriate.
AUD strengthened AUD weakened
Effect on Effect on
profit Effect on profit Effect on
Consolidated - 30 June 2012 % change before tax equity % change before tax equity
US dollars 10% - (10,186) 10% - 10,186
AUD strengthened AUD weakened
Effect on Effect on
profit Effect on profit Effect on
Consolidated - 30 June 2011 % change before tax equity % change before tax equity
US dollars 10% - (294,443) 10% - 294,443

Price risk

The consolidated entity is not exposed to any significant price risk.

Interest rate risk

The Group’s exposure to risks of changes in market interest rates relates primarily to the Group’s cash balances. The Group constantly analyses its interest rate exposure. Within this analysis consideration is given to potential renewals of existing positions, alternative financing positions and the mix of fixed and variable interest rates. As the Group has no variable rate interest bearing borrowings its exposure to interest rate movements is limited to the amount of interest income it can potentially earn on surplus cash deposits.

Refer below for sensitivity analysis:-

Basis points increase points increase Basis points decrease points decrease
Basis Effect on Basis Effect on
points profit Effect on points profit Effect on
Consolidated - 30 June 2012 change before tax equity change before tax equity
Cash and cash equivalents 100 2,766 2,766 100 (2,766) (2,766)
Basis points increase Basis points decrease
Basis Effect on Basis Effect on
points profit Effect on points profit Effect on
Consolidated - 30 June 2011 change before tax equity change before tax equity
Cash and cash equivalents 100 303 303 100 (303) (303)

59

Sprint Energy Limited (Formerly known as Modena Resources Limited) Notes to the financial statements 30 June 2012

Note 23. Financial instruments (continued)

Credit risk

Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the consolidated entity. The consolidated entity has a strict code of credit, including obtaining agency credit information, confirming references and setting appropriate credit limits. 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 consolidated entity does not hold any collateral.

Receivable balances are monitored on an ongoing basis with the result that the Group does not have a significant exposure to bad debts. The only significant concentration of credit risk was in relation to the loan with Arturus Energy LLC, an entity related to a former director, and the loan with BNP Petroleum. A full impairment of $644,142 and $672,035 has been recognised in relation to these loans in the current year.

Liquidity risk

Vigilant liquidity risk management requires the consolidated entity 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 consolidated entity manages liquidity risk by maintaining adequate cash reserves and available borrowing and capital raising facilities by continuously monitoring actual and forecast cash flows and matching the maturity profiles of financial assets and liabilities.

Financing arrangements

Unused borrowing facilities at the reporting date:

-
-
Truestone finance facility
30 June
2012
30 June
2011
$
$
8,250,000
-
Consolidated

Remaining contractual maturities

The following tables detail the consolidated entity'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 and therefore these totals may differ from their carrying amount in the statement of financial position.

Weighted
average
interest rate
%
-
6.00
Interest-bearing - fixed rate
Consolidated - 30 June 2012
Non-interest bearing
Total non-derivatives
Non-derivatives
Financial liabilities
Trade payables
1 year or
less
$ 1,250,388
293,400
Between 1
and 2 years
$ -
-
Between 2
and 5 years
$ -
-
Over 5 years
Remaining
contractual
maturities
$ $ -
1,250,388
-
293,400
-
1,543,788
1,543,788 - -

60

Sprint Energy Limited (Formerly known as Modena Resources Limited) Notes to the financial statements 30 June 2012

Note 23. Financial instruments (continued)

Weighted
average
interest rate
%
-
-
11.80
Non-derivatives
Trade payables
Total non-derivatives
Consolidated - 30 June 2011
Other payables
Interest-bearing - fixed rate
Financial liabilities
Non-interest bearing
1 year or
less
$ 1,731,368
2,208,742
6,696,583
Between 1
and 2 years
$ -
-
-
Between 2
and 5 years
$ -
-
-
Over 5 years
Remaining
contractual
maturities
$ $ -
1,731,368
-
2,208,742
-
6,696,583
-
10,636,693
10,636,693 - -

The cash flows in the maturity analysis above are not expected to occur significantly earlier than contractually disclosed above.

Fair value of financial instruments

Unless otherwise stated, the carrying amounts of financial instruments reflect their fair value. The carrying amounts of trade receivables and trade payables are assumed to approximate their fair values due to their short-term nature. The fair value of financial liabilities is estimated by discounting the remaining contractual maturities at the current market interest rate that is available for similar financial instruments.

Note 24. Key management personnel disclosures

Directors

The following persons were directors of Sprint Energy Limited during the financial year:

Mr Andrew Mattin Mr Andrew Waller Mr Anthony Hamilton Mr Brad Boyle Mr Cameron Edwards Mr Cosimo Damiano Mr Craig Martin Mr Craig Willis Mr Douglas Jendry Dr Jaap Poll Mr Gary Roper Mr James Row Mr Tony Izelaar

61

Sprint Energy Limited (Formerly known as Modena Resources Limited) Notes to the financial statements 30 June 2012

Note 24. Key management personnel disclosures (continued)

Compensation

The aggregate compensation made to directors and other members of key management personnel of the consolidated entity is set out below:

-
-
Short-term employee benefits
Post-employment benefits
Share-based payments
30 June
2012
30 June
2011
$
$
434,270
1,018,481
21,067
18,750
78,000
-
533,337
1,037,231
Consolidated

Shareholding

The number of shares in the parent entity held during the financial year by each director and other members of key management personnel of the consolidated entity, including their personally related parties, is set out below:

Dr Poll
30 June 2012*
Ordinary shares
A Hamilton

D Jendry *
Balance at
the start of
the year
1,300,000
2,500,000
-
Received
as part of
remuneration
-
-
-
Additions
-
-
1,000,000
Balance at
Disposals/
the end of
other
the year
(1,300,000)
-
(2,500,000)
-
-
1,000,000
(3,800,000)
1,000,000
3,800,000 - 1,000,000
  • Director resigned during the 2012 financial year.

  • ** acquired through an on market acquisition

Other than noted above no other key management personnel held shares during the current financial year.

30 June 2011
A Hamilton *
Ordinary shares
D Jendry *
Balance at
the start of
the year
25,000
-
Received
as part of
remuneration
-
-
Additions
1,275,000
2,500,000
Balance at
Disposals/
the end of
other
the year
-
1,300,000
2,500,000
-
3,800,000
25,000 - 3,775,000
  • acquired through an on market acquisition

Other than noted above no other key management personnel held shares during the prior financial year.

62

Sprint Energy Limited (Formerly known as Modena Resources Limited) Notes to the financial statements 30 June 2012

Note 24. Key management personnel disclosures (continued)

Option holding

The number of options over ordinary shares in the parent entity held during the financial year by each director and other members of key management personnel of the consolidated entity, including their personally related parties, is set out below:

30 June 2012
Options over ordinary shares
Andrew Mattin *
Balance at
the start of
the year
-
Granted
5,000,000
Exercised
-
Expired/
Balance at
forfeited/
the end of
other
the year
(5,000,000)
-
(5,000,000)
-
- 5,000,000 -
  • During the year Andrew Mattin was issued 5,000,000 as part of his remuneration package, but then resigned on 8 March 2012.

Retention rights holding

The number of retention rights over ordinary shares in the parent entity held during the financial year by each director and other members of key management personnel of the consolidated entity, including their personally related parties, is set out below:

There were no options held by directors or key management personnel in the previous financial year.

Related party transactions

Related party transactions are set out in note 28.

Note 25. Remuneration of auditors

During the financial year the following fees were paid or payable for services provided by Nexia Perth Audit Services Pty Ltd, the auditor of the company, and unrelated firms:

-
-
-
-
Other services - unrelated firms
Audit services - unrelated firms
Network firms
Audit or review of the financial statements
Audit services - Nexia Perth Audit Services Pty Ltd
Audit or review of the financial statements
Tax compliance services
30 June
2012
30 June
2011
$
$
50,000
-
93,333
47,027
-
6,797
-
32,500
-
39,297
93,333
86,324
Consolidated
30 June
2012
30 June
2011
$
$
50,000
-
93,333
47,027
-
6,797
-
32,500
-
39,297
93,333
86,324
Consolidated
93,333 47,027
-
-
6,797
32,500
- 39,297
93,333 86,324

The fees paid to unrelated firms relates to amounts paid to BDO Audit (WA) Pty Ltd the previous auditor, this includes fees for half year review and additional fees charged in relation to the prior year audit.

63

Sprint Energy Limited (Formerly known as Modena Resources Limited) Notes to the financial statements 30 June 2012

Note 26. Contingent liabilities

There were no contingent liabilities at 30 June 2012 or 30 June 2011.

Note 27. Commitments

-
-
Committed at the reporting date but not recognised as
liabilities, payable:
Rental Commitments
Within one year
One to five years
30 June
2012
30 June
2011
$
$
178,581
146,273
357,163
474,871
535,744
621,144
Consolidated

There were no other commitments for expenditure at 30 June 2012 or 30 June 2011.

Note 28. Related party transactions

Parent entity Sprint Energy Limited is the parent entity.

Subsidiaries

Interests in subsidiaries are set out in note 30.

Key management personnel

Disclosures relating to key management personnel are set out in note 24 and the remuneration report in the directors' report.

64

Sprint Energy Limited (Formerly known as Modena Resources Limited) Notes to the financial statements 30 June 2012

Note 28. Related party transactions (continued)

Transactions with related parties

The following transactions occurred with related parties:

The following transactions occurred with related parties:
Transactions with related parties
Consolidated
30 June 30 June
2012 2011
$ $
Sale of goods and services:
Rent received from Acclaim Exploration Limited (an entity
related to former directors) - 43,638
Rent received from Arturus Limited (an entity related to
former directors) - 149,909
Other income:
Gain recognised on renegotiations of loans with Arturus
Limited (an entity related to former directors) 856,114 -
Gain recognised on renegotiations of loans with El Dore
Limited (an entity related to former directors) 670,653 -
Gain recognised on renegotiations of loans with Arturus
Limited (an entity related to former directors) 833,253 -
Payment for other expenses:
Consulting fees paid to Acclaim Exploration NL (an entity
related to former directors) - 63,903
Consulting fees paid to Eldore Corporation Limited (an
entity related to former directors) - 4,247
Consulting fees paid to TPE Operating LLC (an entity
related to a former director) - 389,453

Receivable from and payable to related parties

The following balances are outstanding at the reporting date in relation to transactions with related parties:

Consolidated Consolidated
30 June 30 June
2012 2011
$ $
Current receivables:
Rent receivable from Acclaim Exploration Limited - 27,609
Rent receivable from Arturus Capital Limited - 101,109
Receivable - Arturus Energy LLC - 644,142
Current payables:
Amount provided for legal settlement payable to TPE
Operating LLC (an entity related to a former director) - 754,920
Directors fee payable to Jaap Poll 25,024 -
Directors fee payable to Craig Martin 52,621 -
Directors fee payable to Brad Boyle 58,316 -

65

Sprint Energy Limited (Formerly known as Modena Resources Limited) Notes to the financial statements 30 June 2012

Note 28. Related party transactions (continued)

Loans to/from related parties

The following balances are outstanding at the reporting date in relation to loans with related parties:

Consolidated Consolidated
30 June 30 June
2012 2011
$ $
Current borrowings:
Unsecured loan Arturus Capital - 1,000,000
Unsecured loan Acclaim Exploration - 1,871,977
Unsecured loan Eldore Mining - 1,247,500

Terms and conditions

All transactions were made on normal commercial terms and conditions and at market rates.

Note 29. Parent entity information

Set out below is the supplementary information about the parent entity.

Statement of comprehensive income

Equity
Total current assets
Total deficiency in equity
Loss after income tax
Total liabilities
Total current liabilities
Accumulated losses
Total assets
Share-based payments reserve
Options reserve
Issued capital
Total comprehensive income
Statement of financial position
30 June
2012
30 June
2011
$
$
(2,108,528)
(39,186,764)
(2,108,528)
(39,186,764)
30 June
2012
30 June
2011
$
$
268,335
885,552
285,637
1,017,722
1,053,726
8,431,368
1,053,726
8,431,368
64,146,270
55,540,185
148,000
664,911
200,000
200,000
(65,262,359)
(63,818,742)
(768,089)
(7,413,646)
Parent
Parent
30 June
2012
30 June
2011
$
$
(2,108,528)
(39,186,764)
(2,108,528)
(39,186,764)
30 June
2012
30 June
2011
$
$
268,335
885,552
285,637
1,017,722
1,053,726
8,431,368
1,053,726
8,431,368
64,146,270
55,540,185
148,000
664,911
200,000
200,000
(65,262,359)
(63,818,742)
(768,089)
(7,413,646)
Parent
Parent
285,637 1,017,722
1,053,726 8,431,368
1,053,726 8,431,368
64,146,270
148,000
200,000
(65,262,359)
55,540,185
664,911
200,000
(63,818,742)
(768,089) (7,413,646)

66

Sprint Energy Limited (Formerly known as Modena Resources Limited) Notes to the financial statements 30 June 2012

Note 29. Parent entity information (continued)

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 2012 and 30 June 2011.

Contingent liabilities

The parent entity had no contingent liabilities as at 30 June 2012 and 30 June 2011.

Capital commitments - Property, plant and equipment

The parent entity had no capital commitments for property, plant and equipment at as 30 June 2012 and 30 June 2011.

Significant accounting policies

The accounting policies of the parent entity are consistent with those of the consolidated entity, as disclosed in note 2, except for the following:

● Investments in subsidiaries are accounted for at cost, less any impairment.

Note 30. Subsidiaries

The consolidated financial statements incorporate the assets, liabilities and results of the following subsidiaries in accordance with the accounting policy described in note 2:

Equity holding
30 June 30 June
Country of 2012 2011
Name of entity incorporation % %
Murivel Trading SA Bahamas 100.00 100.00
Blackgate Resources LLC USA 100.00 100.00
Modena Operating LLC USA 100.00 100.00
Modena Petroleum LLC USA 100.00 100.00
Modena Oil Field Services
LLC USA 100.00 100.00
Modena Oil& Gas LLC USA 100.00 100.00
Modena South Texas LP USA 100.00 100.00
Modena South Texas LLC USA 100.00 100.00

67

Sprint Energy Limited (Formerly known as Modena Resources Limited) Notes to the financial statements 30 June 2012

Note 31. Events after the reporting period

On 13 August 2012, the company issued 24,910,114 shares valued at $443,400 on the conversion of convertible notes. Subsequent to year end $150,000 of convertible notes were issued.

On 22 August 2012, the company announced that it has decreased the total shares issued by 260,869 due to an Appendix 3B in January 2011 that had never been lodged with the share registry.

On 6 September 2012, the company announced that it received commitments to raise $3 million. The raising will be achieved through the placement of 100,000,000 shares at $0.02 (two cents) and the issue of a further $1,000,000 of convertible notes.

On 19 September 2012, the company announced that it has completed the Tranche 1 placement of 76,880,000 shares at 2 cents raising approximately $1,540,000 before costs. The remaining amount of approximately $460,000 of the capital raising will be obtained under Tranche 2 and such funds will be subject to shareholder approval. Such approval will be sought at a general meeting of shareholders. At the same meeting shareholder approval of the conversion terms for the $1,000,000 convertible debt issue will be sought.

On 20 September 2012, the company signed a Heads of Agreement (HOA) with Burtasi Oil through its Australian agents, Petroscope Pty Ltd to acquire up to 70% interest in Burtasi Oil, who is the 100% holder of two highly prospective licences called Shatkinsky and Pionersky in the prolific Volga-Ursals Basin, Penza Region, Russian Federation.

On 25 September 2012, the company announced that it will acquire up to a 75% interest in Terra Limited which holds 100% of the Block 95-3 oil and gas licence in Nyurol Basin in the Russian Federation. The company is to pay a US$300,000 option fee within 60 days of signing a formal purchase agreement.

No other matter or circumstance has arisen since 30 June 2012 that has significantly affected, or may significantly affect the consolidated entity's operations, the results of those operations, or the consolidated entity's state of affairs in future financial years.

68

Sprint Energy Limited (Formerly known as Modena Resources Limited) Notes to the financial statements 30 June 2012

Note 32. Reconciliation of loss after income tax to net cash used in operating activities

-
-
-
-
Increase/(decrease) in trade and other payables
Legal settlements provided for
Loss after income tax expense for the year
Impairment of exploration expenditure
Increase in other provisions
Net cash used in operating activities
Share-based payments
Facility fee settled through issue of shares
Decrease/(increase) in trade and other receivables
Net loss on disposal of non-current assets
Gain on sale of shares
Gain on renegotiaton of loans
Increase/(decrease) in employee benefits
Adjustments for:
Impairment of receivables
Foreign exchange differences
Depreciation and amortisation
Gain on prior year over provisions
Net fair value loss/(gain) on financial assets at fair value
through the profit and loss.
Interest received - non-cash
Change in operating assets and liabilities:
30 June
2012
30 June
2011
$
$
(220,609)
(39,566,577)
15,909
61,625
20,049
-
78,000
-
(218,765)
(1,549,189)
362,873
-
-
31,001,560
118,333
1,250,000
-
1,319,019
644,142
-
42,500
(32,500)
-
(2,987,875)
-
(2,201,260)
-
64,025
(506,312)
(682,563)
1,153,999
(35,599)
4,509
1,161,312
(3,914,528)
(6,788,866)
Consolidated
30 June
2012
30 June
2011
$
$
(220,609)
(39,566,577)
15,909
61,625
20,049
-
78,000
-
(218,765)
(1,549,189)
362,873
-
-
31,001,560
118,333
1,250,000
-
1,319,019
644,142
-
42,500
(32,500)
-
(2,987,875)
-
(2,201,260)
-
64,025
(506,312)
(682,563)
1,153,999
(35,599)
4,509
1,161,312
(3,914,528)
(6,788,866)
Consolidated
(3,914,528) (6,788,866)

Note 33. Non-cash investing and financing activities

-
-
Conversion of convertible notes
Extinguishment of borrowings
Shares issued in lieu of services
Shares issued to settle legal claims
Shares issued to settle funding facility fee
30 June
2012
30 June
2011
$
$
-
1,250,000
2,454,167
1,970,000
-
1,000,000
74,400
-
200,000
-
2,728,567
4,220,000
Consolidated

During the previous financial year the company issued 58,987,097 fully paid ordinary shares to the value of $1,000,000 in relation to the extinguishment of borrowings.

59

Sprint Energy Limited (Formerly known as Modena Resources Limited) Notes to the financial statements 30 June 2012

Note 34. Earnings per share

30 June
2012
30 June
2011
$
$
(220,609)
(39,566,577)
Number
Number
350,840,201
1,005,434,751
350,840,201
1,005,434,751
Cents
Cents
(0.06)
(3.94)
(0.06)
(3.94)
Weighted average number of ordinary shares used in calculating basic earnings per
share
Consolidated
Options have not been included in the calculation of diluted earnings per share as they are not dilutive.
Basic earnings per share
Loss after income tax attributable to the owners of Sprint Energy Limited
Diluted earnings per share
Weighted average number of ordinary shares used in calculating diluted earnings per
share
30 June
2012
30 June
2011
$
$
(220,609)
(39,566,577)
Number
Number
350,840,201
1,005,434,751
350,840,201
1,005,434,751
Cents
Cents
(0.06)
(3.94)
(0.06)
(3.94)
Weighted average number of ordinary shares used in calculating basic earnings per
share
Consolidated
Options have not been included in the calculation of diluted earnings per share as they are not dilutive.
Basic earnings per share
Loss after income tax attributable to the owners of Sprint Energy Limited
Diluted earnings per share
Weighted average number of ordinary shares used in calculating diluted earnings per
share
30 June
2012
30 June
2011
$
$
(220,609)
(39,566,577)
Number
Number
350,840,201
1,005,434,751
350,840,201
1,005,434,751
Cents
Cents
(0.06)
(3.94)
(0.06)
(3.94)
Weighted average number of ordinary shares used in calculating basic earnings per
share
Consolidated
Options have not been included in the calculation of diluted earnings per share as they are not dilutive.
Basic earnings per share
Loss after income tax attributable to the owners of Sprint Energy Limited
Diluted earnings per share
Weighted average number of ordinary shares used in calculating diluted earnings per
share
Number
350,840,201
Number
1,005,434,751
350,840,201 1,005,434,751
Cents
(3.94)
(3.94)

Note 35. Share-based payments

Set out below are summaries of options granted during the year:

Exercise
price
$0.04
$0.06
30 June 2012
Grant date Expiry date
27/02/2012 31/03/15
27/02/2012 31/03/15
Balance at
the start of
the year
-
-
Granted
5,000,000
5,000,000
Exercised
-
-
Expired/
Balance at
forfeited/
the end of
other
the year
-
5,000,000
-
5,000,000
-
10,000,000
- 10,000,000 -

Set out below are the options exercisable at the end of the financial year:

Total exercisable
Grant date Expiry date
27/02/2012 31/03/15
30 June
2012
30 June
2011
Number
Number
10,000,000
-
10,000,000
-

60

Sprint Energy Limited (Formerly known as Modena Resources Limited) Notes to the financial statements 30 June 2012

Note 35. Share-based payments (continued)

Share price Exercise Expected Dividend Risk-free Fair value
Grant date Expiry date at grant date price volatility yield interest rate at grant date
27/02/2012 31/03/2015 $0.02 $0.04 119.79% 0.00% 4.03% $0.016
27/02/2012 31/03/2015 $0.02 $0.06 119.79% 0.00% 4.03% $0.014

These options vested at the grant date.

Liabilities settled through the issue of shares

During the current year, the company issued 3,820,000 shares as settlement in lieu of services. These shares were valued at a total of $74,400 (1.95 cents per share). This value was determined based on the invoiced value of services provided.

61

Sprint Energy Limited (Formerly known as Modena Resources Limited) Directors' declaration

In the directors' opinion:

  • the attached financial statements and notes thereto comply with the Corporations Act 2001, the Accounting Standards, the Corporations Regulations 2001 and other mandatory professional reporting requirements;

  • the attached financial statements and notes thereto comply with International Financial Reporting Standards as issued by the International Accounting Standards Board as described in note 2 to the financial statements;

  • the attached financial statements and notes thereto give a true and fair view of the consolidated entity's financial position as at 30 June 2012 and of its performance for the financial year ended on that date; and

  • ● there are reasonable grounds to believe that the company will be able to pay its debts as and when they become due and payable.

The directors have been given the declarations required by section 295A of the Corporations Act 2001.

Signed in accordance with a resolution of directors made pursuant to section 295(5) of the Corporations Act 2001.

On behalf of the directors

==> picture [106 x 48] intentionally omitted <==


Dr J Poll Non Executive Chairman

27 September 2012 Perth

==> picture [120 x 79] intentionally omitted <==

Independent auditor’s report to the members of Sprint Energy Limited

Report on the financial report

We have audited the accompanying financial report of Sprint Energy Limited, which comprises the consolidated statement of financial position as at 30 June 2012, the consolidated statement of comprehensive income, the consolidated statement of changes in equity and the consolidated statement of cash flows for the year then ended, notes comprising a summary of significant accounting policies and other explanatory information and the directors’ declaration of the consolidated entity comprising the Company and the entities it controlled at the year’s end or from time to time during the financial year.

Directors’ responsibility for the financial report

The directors of the Company are responsible for the preparation and fair presentation of the financial report that gives a true and fair view in accordance with the Australian Accounting Standards and the Corporations Act 2001 and for such internal control as the directors determine is necessary to enable the preparation of the financial report that gives a true and fair view and is free from material misstatement, whether due to fraud or error.

In Note 2, the directors also state, in accordance with Accounting Standard AASB 101 Presentation of Financial Statements , that the financial report, comprising the financial statements and notes, complies with International Financial Reporting Standards as issued by the International Accounting Standards Board.

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 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, we consider internal controls relevant to the entity’s preparation and fair presentation of the financial report 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 entity’s internal controls. 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.

Independence

In conducting our audit, we have complied with the independence requirements of the Corporations Act 2001 .

==> picture [187 x 85] intentionally omitted <==

==> picture [595 x 143] intentionally omitted <==

Opinion

In our opinion:

(a) the financial report of Sprint Energy 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 2012 and of its performance for the year ended on that date; and

  • (ii) complying with Australian Accounting Standards (including the Australian Accounting Interpretations) and the Corporations Regulations 2001; and

  • (b) the consolidated financial report also complies with International Financial Reporting Standards as disclosed in Note 2.

Emphasis of Matter

Without modifying our opinion, we draw attention to Note 2 to the Financial Report, which indicated that the Group has a working capital deficiency of $2,888,320, net liabilities of $2,785,978 and, based on a cash flow forecast, will need to raise additional capital in the next 12 months. These conditions, along with other matters as set forth in Note 2, indicate the existence of a material uncertainty that may cast significant doubt about the Group’s ability to continue as a going concern and therefore, the Group may be unable to realise its assets and discharge its liabilities in the normal course of business.

Report on the remuneration report

We have audited the remuneration report included in the directors’ report for the year ended 30 June 2012. The directors of the Company are responsible for the preparation and presentation of the remuneration report in accordance with Section 300A of the Corporations Act 2001 . Our responsibility is to express an opinion on the remuneration report, based on our audit conducted in accordance with Australian Auditing Standards.

Opinion

In our opinion, the remuneration report of Sprint Energy Limited for the year ended 30 June 2012, complies with Section 300A of the Corporations Act 2001 .

==> picture [106 x 61] intentionally omitted <==

Nexia Perth Audit Services Pty Ltd

==> picture [222 x 53] intentionally omitted <==

Amar Nathwani CA B. ENG Director

27 September 2012 Perth

Sprint Energy Limited (Formerly known as Modena Resources Limited) Shareholder information 30 June 2012

The shareholder information set out below was applicable as at 11 September 2012.

Distribution of equitable securities

Analysis of number of equitable security holders by size of holding:

-
-
-
-
-
-
Holding less than a marketable parcel
1 to 1,000
1,001 to 5,000
5,001 to 10,000
10,001 to 100,000
100,001 and over
Number
of holders
of ordinary
shares
104
192
87
317
305
Number
of holders
of options
over
ordinary
shares
(SPSOA)
-
5
7
159
77
1,005 248
489 191

65

Sprint Energy Limited (Formerly known as Modena Resources Limited) Shareholder information 30 June 2012

Equity security holders

Twenty largest quoted equity security holders

The names of the twenty largest security holders of quoted equity securities are listed below:

Lessar Pty Ltd
HSBC Custody Nominees (Australia) Limited
Stratos Resources Limited
Gelc Pty Ltd
Bearded Rooster Nominees Pty Ltd
Mr Andrew Granville Waller
Bell Potter Nominees Ltd
Mr Gilbert Thomas Smith
Mr Robert Reginald Fisher + Mrs Lynette Gladys Fisher
Donrose Investments Pty Ltd
The Trust Company (Australia) Limited
Provencal Holdings (WA) Pty Ltd
PFH (NSW) Pty Ltd
Ajava Holdings Pty Ltd
Mr Kevin Thomas Mahon
Mr Paul Bernard Bastion + Mrs Belinda Louise Bastion
Mr Colin Alexander Mackellar + Mrs Michele Elizabeth Mackellar Fund Account>
Ingobblein Pty Ltd
Delwood Holdings Pty Ltd
Skipper (WA) Pty Ltd
% of total
shares
Number held
issued
100,000,000
14.46
49,225,624
7.12
38,719,382
5.60
29,935,840
4.33
20,750,003
3.00
20,560,000
2.97
20,000,000
2.89
16,500,000
2.39
13,500,000
1.95
12,600,000
1.82
12,556,180
1.82
12,100,000
1.75
11,000,000
1.59
10,489,198
1.52
10,011,348
1.45
9,500,000
1.37
9,000,000
1.30
8,400,000
1.21
8,000,000
1.16
7,900,000
1.14
420,747,575
60.84
Ordinary shares
% of total
shares
Number held
issued
100,000,000
14.46
49,225,624
7.12
38,719,382
5.60
29,935,840
4.33
20,750,003
3.00
20,560,000
2.97
20,000,000
2.89
16,500,000
2.39
13,500,000
1.95
12,600,000
1.82
12,556,180
1.82
12,100,000
1.75
11,000,000
1.59
10,489,198
1.52
10,011,348
1.45
9,500,000
1.37
9,000,000
1.30
8,400,000
1.21
8,000,000
1.16
7,900,000
1.14
420,747,575
60.84
Ordinary shares
420,747,575 60.84

66

Sprint Energy Limited (Formerly known as Modena Resources Limited) Shareholder information 30 June 2012

Wimalex Pty Ltd
Dejul Trading Pty Ltd
Mrs Kathleen Mary Eddington
David Gartner Pty Ltd
Goffacan Pty Ltd
HSBC Custody Nominees (Australia) Limited
Ajava Holdings Pty Ltd
Azur Capital Group Limited
Bell Potter Nominees Ltd
Mr Helmut Rocker
Nefco Nominees Pty Ltd
AMH Custodian Pty Ltd
Mr Lucas Harvey Gentry
Mr James Michael Rocker
Mousetrap Nominees Pty Ltd
Octifil Pty Ltd
Goffacan Pty Ltd
Pershing Australia Nominees Pty Ltd
Ms Constantina Atai
Mrs Nicole Ann Gentry
% of total
options
Number held
issued
15,500,000
20.94
9,000,000
12.16
5,000,000
6.76
3,650,000
4.93
3,000,000
4.05
2,240,000
3.03
2,000,000
2.70
1,600,000
2.16
1,400,000
1.89
1,300,000
1.76
1,000,000
1.35
1,000,000
1.35
950,000
1.28
925,000
1.25
826,570
1.12
725,000
0.98
700,000
0.95
650,000
0.88
600,000
0.81
600,000
0.81
52,666,570
71.16
ordinary shares (SPSOA)
Options over
% of total
options
Number held
issued
15,500,000
20.94
9,000,000
12.16
5,000,000
6.76
3,650,000
4.93
3,000,000
4.05
2,240,000
3.03
2,000,000
2.70
1,600,000
2.16
1,400,000
1.89
1,300,000
1.76
1,000,000
1.35
1,000,000
1.35
950,000
1.28
925,000
1.25
826,570
1.12
725,000
0.98
700,000
0.95
650,000
0.88
600,000
0.81
600,000
0.81
52,666,570
71.16
ordinary shares (SPSOA)
Options over
52,666,570 71.16

Unquoted equity securities

There are no unquoted equity securities.

Substantial holders

Substantial holders in the company are set out below:

Substantial holders
Substantial holders in the company are set out below:
Ordinary shares
% of total
shares
Number held issued
Provencal Holdings (WA) Pty Ltd 100,000,000 14.46
The Trust Company (Australia) Limited 49,225,624 7.12
HSBC Custody Nominees (Australia) Limited 38,719,382 5.60
Options over
ordinary shares
% of total
options
Number held issued
HSBC Custody Nominees (Australia) Limited 15,500,000 20.94
Ajava Holdings Pty Ltd 9,000,000 12.16
Azur Capital Group Limited 5,000,000 6.76

67

Sprint Energy Limited (Formerly known as Modena Resources Limited) Shareholder information 30 June 2012

Voting rights

The voting rights attached to ordinary shares are set out below:

Ordinary shares

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.

There are no other classes of equity securities.

68