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TRIANGLE ENERGY (GLOBAL) LIMITED — Interim / Quarterly Report 2021
Mar 14, 2021
65907_rns_2021-03-14_be75055f-4d82-4f84-a30d-a9db265efde7.pdf
Interim / Quarterly Report
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ASX Announcement
15 March 2021
ASX:TEG
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HALF YEAR FINANCIAL REPORT
The Board of Triangle Energy (Global) Limited ( Triangle / the Company ) (ASX: TEG ) is pleased to present the Company’s Half Year Financial Report for the period ended 31 December 2020, as attached to this announcement.
Authorised for Release by:
The Board of Directors.
ENDS
For more information:
Mr Robert E T Towner Managing Director E: [email protected] Ph: +61 8 9219 7111
General Shareholder Enquiries:
About Triangle Energy (Global) Ltd
Triangle Energy (Global) Ltd is an ASX listed (ASX:TEG) oil producer and explorer based in Perth, Western Australia. The Company has a 78.75% interest in, and is Operator of, the producing Cliff Head Oil Field, which includes the Arrowsmith Stabilisation Plant. Triangle also has a 50% share of the Mt Horner L7 production licence and a 45% share of the Xanadu-1 Joint Venture, both located in the Perth Basin. Triangle also has a substantial equity interest in State Gas Ltd (ASX:GAS), which has an 100% operating interest in the Reids Dome production licence (PL 231) in Queensland. The Company continues to assess acquisition prospects to expand its portfolio of assets.
triangleenergy.com.au
Triangle Energy (Global) Limited ABN 52 110 411 428 Suite 2, 100 Havelock St, West Perth WA 6005 | PO Box 51 West Perth WA 6905 Australia T +61 8 9219 7111
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TRIANGLE ENERGY (GLOBAL) LIMITED
ABN 52 110 411 428
I N T E R I M F I N A N C I A L R E P O R T
For the six months ended 31 December 2020
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CORPORATE DIRECTORY
DIRECTORS
Mr Timothy Monckton (Non-Executive Chairman) Mr Robert Towner (Executive Director) Mr Wai-lid Wong (Non-Executive Director) Mr Malcolm King (Non-Executive Director)
COMPANY SECRETARY
Lucy Rowe
REGISTERED OFFICE
Suite 2, Ground Floor, 100 Havelock Street, WEST PERTH, WA 6005, Australia Tel: +61 (0)8 9219 7111 Email: [email protected] Web: www.triangleenergy.com.au
PRINCIPAL PLACE OF BUSINESS
Australia (Head Office):
Suite 2, Ground Floor, 100 Havelock Street, WEST PERTH, WA 6005, Australia
BANKERS
Westpac Banking Corporation 275 Kent Street Sydney NSW 2000, Australia
SECURITIES EXCHANGE LISTING
ASX Limited 20 Bridge Street Sydney NSW 2000, Australia ASX Code: TEG
SHARE REGISTRY
Automic Level 2, 267 St Georges Terrace, Perth WA 6000, Australia Tel: 1300 288 664 (within Australia) Tel: +61 (8) 9324 2099 (outside Australia) Email: [email protected] Web: www.automic.com.au
AUDITORS
HLB Mann Judd (WA Partnership) Level 4, 130 Stirling Street, PERTH WA 6000, Australia
SOLICITORS
HWL Ebsworth Lawyers Level 20, 240 St Georges Terrace, Perth WA 6000, Australia
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C O N T E N T S
| Directors' Report | 3 |
|---|---|
| Auditor’s Independence Declaration | 17 |
| Interim Financial Report | |
| Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income | 18 |
| Condensed Consolidated Statement of Financial Position | 19 |
| Condensed Consolidated Statement of Cash Flows | 20 |
| Condensed Consolidated Statement of Changes in Equity | 21 |
| Condensed Notes to the Consolidated Interim Financial Statements | 22 |
| Directors' Declaration | 41 |
| Independent Auditor’s Review Report | 42 |
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DIRECTORS’ REPORT
The Directors present the interim financial report of Triangle Energy (Global) Limited (the Company, Group, Consolidated Entity or TEG ) for the half-year ended 31 December 2020 and the Auditor’s review report therein:
Directors
The Directors of the Company at any time during or since the end of the interim period and until the date of this report are noted below.
Mr Timothy Monckton (Non-Executive Chairman) – appointed Non-Executive Director on 17 July 2018 and as Chairman on 21 March 2019
Mr Robert Towner (Executive Director) - appointed 9 July 2014
Mr Wai-lid Wong (Non-Executive Director) - appointed 11 April 2018
Mr Malcolm King (Non – Executive Director) – appointed 1 June 2020
REVIEW OF OPERATIONS
Company Overview
Triangle is an experienced and successful oil production and exploration company based in Perth, Western Australia. The Company currently has a 78.75% interest in, and is Registered Operator of, the producing Cliff Head Oil Field, which includes the onshore Arrowsmith Stabilisation Plant and offshore Cliff Head Alpha Platform, located in the Perth Basin. Triangle has a 45% joint venture interest in Licence TP-15 which includes the Xanadu-1 oil discovery and a 50% participating interest[1] in Production Licence L7(R1), both also in the Perth Basin. During the reporting period the Company also entered into an agreement to acquire a 78.75% interest in offshore Perth Basin exploration permit WA-481-P[2] .
The Company holds a substantial (27.67%) equity interest in Australian Securities Exchange listed State Gas Limited ( ASX:GAS ) which has an 100% operating interest in the Reid’s Dome production Licence PL 231 in Queensland.
Triangle has eleven years of operational experience in the oil and gas sector. The Company has a track record of performing ahead of industry averages in safety performance and will continue to pursue the highest standards in HSE.
Cliff Head, Perth Basin, Western Australia
The Cliff Head Oil Field ( Cliff Head ) is located approximately 300 kilometres north of Perth and 12 kilometres off the coast of Dongara in Western Australia at a water depth of 15-20 metres. The Production Licence WA-31-L covers 72km² and the oil field covers 6km². It was the first commercial oil discovery developed in the offshore Perth Basin with a development cost of AU$327m and first oil production commencing in May 2006.
Ownership/Operatorship
Triangle has a majority 78.75% interest in, and is Registered Operator of, the producing Cliff Head Oil Field.
The Company is committed to upgrading the Cliff Head onshore and offshore infrastructure and is working to finalise a reserves upgrade. The investment in infrastructure supports future anticipated increases in field production and enables the handling of regional oil through the Arrowsmith Stabilisation Plant ( Arrowsmith: ASP ).
1 Subsequent to the end of the period the Company entered into a Sale and Purchase Agreement for the remaining 50% of L7(R1) and a further 86.94% in Exploration Permit 437 and is subject to Completion.
2 This Sale and Purchase Agreement is subject to Completion.
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DIRECTORS’ REPORT (continued)
REVIEW OF OPERATIONS (continued)
Production
Production is from five electric submersible pump ( ESP ) production wells and produced water is reinjected into two injection wells. Produced crude oil is trucked to the BP refinery in Kwinana, 42kms south of Perth.
Prior to the start of the financial period, two wells (CH-6 and CH-7) were shut-in. On 25 October 2020, the workover campaign for the two wells commenced with the arrival of the Hydraulic Workover Unit at Cliff Head Alpha Platform.
On 1 December 2020, operations for CH-7 returned after a successful Workover Programme ( Workover ) which included the installation of a new, downhole Electric Submersible Pump (ESP) and was completed ahead of schedule and under budget.
Performance testing and verification was performed and the
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Company was pleased to announce that production associated with the CH-7 stabilised at approximately 237 bopd, bringing the field total production to approximately 800 bopd as at 31 December 2020.
The successful resumption of production on the CH-7 well revalidates the Company’s decision in 2019 to move to the Hydraulic Workover Unit ( HWU ) alternative system for safe and lower cost operations, ESP design and replacement.
The Company also updated shareholders on the CH-6 Workover, which commenced concurrently with the CH-7 Workover. This Workover has been temporarily suspended after initial attempts to retrieve the old ESP were unsuccessful. The failed ESP had been in production for over ten years. This exceptional runlife is a testament to the operation of the well and the Cliff Head field from the Triangle team in Dongara. This pause in CH6 operations enables the Company to progress with contingency planning without incurring any standby costs.
As at 31 December 2020 the field produced 16.46 million barrels of oil ( mmbbls ) and continues to produce at above originally forecast rates.
Oil sales revenue from 1 July 2020 to 31 December 2020 was US$4.60 million (100%) at a production rate of 605 bopd.
Facilities and Infrastructure
The Cliff Head Alpha Platform and Arrowsmith Stabilisation Plant is the only offshore and operational onshore infrastructure in the highly prospective and under-explored Perth Basin, and are therefore important for any exploration success or development in the surrounding area. An unmanned platform in 15m to 20m of water with a 14km pipeline, carries the crude oil to a dedicated stabilisation processing plant at Arrowsmith with a production capacity of 15,000bopd. The crude oil is trucked 350km to the BP refinery in Kwinana. The Arrowsmith stabilisation processing plant has the capacity to process third party crude.
The remotely operated unmanned offshore platform has five production wells and three water injection wells. The two 14km, 250mm diameter pipelines connect the offshore platform to the onshore crude stabilisation plant. The facility operates on a closed loop water re-injection system.
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DIRECTORS’ REPORT (continued)
REVIEW OF OPERATIONS (continued)
Exploration Upside
Cliff Head Renewal Project
The Company has been progressing several opportunities within and near the Cliff Head field to enhance production, thereby extending the economic life of the offshore Cliff Head platform, and onshore Arrowsmith Oil Stabilisation Plant.
Several drilling and workover opportunities in the Cliff Head area have matured to Contingent Resources. Subject to positive investment decisions and development drilling success, these opportunities will provide new production streams and represents a step change to oil production rates at Cliff Head. Upon positive investment decisions and key stakeholder approvals, it is intended that the contingent resource will be classed as reserves for the Cliff Head field.
On 29 October 2020, the Company announced an updated Reserves and Resources summary for the Cliff Head Field. The impact of the cessation of production at the Refinery (refer page 13) and the need to transition to an alternate opportunity on the economic parameters underpinning these Reserves is unknown at this time. Accordingly, the Company withdrew its Cliff Head Reserves statements while the position is confirmed. The Company will release an update once the underlying economic assumptions can be confirmed with a reasonable degree of certainty.
On 15 March 2021, subsequent to the end of the reporting period, Triangle confirmed its Contingent and Prospective Resource estimates, as outlined below, as these estimates are not reliant on economic parameters and there has been no material changes to the previous assessment as announced on 29 October 2020.
Contingent and Prospective Resources are tabulated below:
Cliff Head (WA-31-L)
| (MMstb Oil) 1C(Low) 2C(Best) 3C(High) Contingent Resources (Gross) |
(MMstb Oil) 1C(Low) 2C(Best) 3C(High) Net TEG (78.75%) Contingent Resources |
|
|---|---|---|
| SE Nose 0.49 0.81 1.25 |
SE Nose 0.39 0.64 0.98 |
|
| West High 0.61 1.06 1.94 |
West High 0.83 1.53 |
|
| West Flank 0.79 |
West Flank 0.62 |
|
| Far North 0.41 |
Far North 0.32 |
|
| Cliff Head Field Life Extension 0.70 |
Cliff Head Field Life Extension 0.55 Total TEG Share 2.97 |
|
| Total(Gross) 3.77 |
||
| Prospective Resources(Gross) | Net TEG (78.75%) Prospective Resources** | |
| (MMstb Oil) Low Best High |
(MMstb Oil) Low Best High |
|
| Mentelle Updip 1.71 5.44 9.96 |
Mentelle Updip 1.35 4.28 7.84 |
|
| Catt 0.35 0.83 1.42 |
Catts 0.28 0.65 1.12 |
|
| South Cliff Head 3.00 |
South Cliff Head 2.36 |
|
| Total(Gross) 9.27 |
Total TEG Share 7.30 |
Table 1 Contingent and Prospective Resources
**The estimated quantities of petroleum that may potentially be recovered by the application of future development projects relate to undiscovered accumulations. These estimates have both an associated risk of discovery and a risk of development. Further exploration appraisal and evaluation is required to determine the existence of a significant quantity of potentially moveable hydrocarbons.
Three attractive drilling opportunities that could be drilled and developed from the Cliff Head platform and are technically mature and economically justified for drilling were developed from the previously completed Cliff Head Renewal Project (CHRP); the South-East Nose development, West High appraisal/development and Mentelle Updip exploration prospect. The Contingent and Prospective Resources above were originally announced on 29 October 2020 as outlined above. Success with these opportunities could materially extend the life of the Cliff Head oil field subject to oil price and operating costs.
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DIRECTORS’ REPORT (continued)
REVIEW OF OPERATIONS (continued)
The company also evaluated a low-cost workover opportunity to initiate water injection into the uppermost perforated interval of CH11 to support production from CH7 and CH13. By activating a sliding sleeve, water injection into the upper perforated zones of CH11 could enhance production from CH7 and improve sweep efficiencies in the eastern extent of the field. The workover of CH11 is planned for Q2 2021.
Farmout Campaign and Commencement of Well Planning
The Company has commenced a farmout campaign on behalf of the Cliff Head Joint Venture, to seek interested parties to participate in the drilling of West High, Mentelle and/or SE Nose. A number of companies were approached with several still evaluating the opportunity.
The company has also commenced well planning for SE Nose, West High and Mentelle Updip targeting a drilling campaign during the first half of 2022. The well planning is moving into the detailed design phase to meet a 2022 drilling timetable.
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Far North
Mentelle
5.4 MMstb
West High
1.1 MMstb
Catt
0.8 MMstb
SE Nose
South Cliff Head
3.0 MMstb 0.8 MMstb
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Safety and Asset Integrity
The CHJV is dedicated to HSE and Asset Integrity Management. The facility at Cliff Head has been producing oil since May 2006 and the operation has been without significant safety or operational incident since start-up. Offshore Australian projects are subject to the OPGGSA safety case regime and all requirements are being implemented at the offshore and onshore facilities.
All environmental requirements (EIAs, EMPs, Oil Pollution Emergency Plans, carbon emissions reporting) are being met.
Through its existing Cliff Head oil field production operations, the CHJV has established good relations with the regulators, fishing community, landholding sectors, tourism stakeholders and other operators in the area.
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DIRECTORS’ REPORT (continued)
REVIEW OF OPERATIONS (continued)
TP/15 Joint Venture, Perth Basin, Western Australia
As at the date of this report, Triangle has a 45% interest in the TP/15 Joint Venture which is located in the Perth Basin approximately 300 kms north of Perth. The permit occupies the three nautical mile wide state territorial waters of Western Australia, adjacent to Port Denison, and covering an area of 645km[2] . Norwest Energy NL ( Norwest ; ASX: NWE ) is the Operator of the Joint Venture.
TP/15 hosts the Xanadu oil discovery within the large Xanadu structure. Although the reservoir quality is less than optimal, the discovery of oil in the Xanadu-1 well is positive in so far as it demonstrates an oil charge to and moveable oil within TP/15. The results of the Xanadu 3D seismic data, along with the well data, suggests that commercial potential of the Xanadu discovery may be limited. However, the recovery of moveable oil in the Xanadu-1 well is very encouraging for TP/15. It indicates that an oil charge is present south of the Cliff Head.
The Company also expects reservoir quality to improve west of the Xanadu structure. Significant exploration potential remains in TP/15 with the West Xanadu and in the Texel leads, located some 10km to the southwest of Xanadu. Texel is a high potential Permian oil play, targeting the High Cliff Sandstone which hosts the prolific gas discoveries onshore, on the other side of the Beagle Ridge. Additional oil potential exists in the Dongara Sandstone and Irwin River Coal Measures, the latter being the reservoir at the Cliff Head oil field.
Additional seismic coverage is required to progress Texel and West Xanadu to drillable status. The company is actively reviewing the opportunity to cost effectively combine seismic acquisition in TP/15 along with data acquisition in the adjacent WA-481-P to mature these leads for drilling.
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Baldivis
Smithbrook
Texel Xanadu
West Xanadu
South Xanadu
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DIRECTORS’ REPORT (continued)
REVIEW OF OPERATIONS (continued)
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Figure: Possible South Xanadu structure on Full Tensor Gravity and single seismic line
Joint Venture interests
| Joint Venture interests | ||
|---|---|---|
| JV Participant | ASX Code |
Percentage Interest |
| Norwest(via subsidiary) (Operator) | ASX:NWE | 25% |
| Triangle Energy (Global)Ltd(via subsidiary) | ASX:TEG | 45% |
| 3C GroupIC Limited(via subsidiaries) | 30% |
Mt Horner Production Licence L7(R1) Joint Venture, Perth Basin, Western Australia
On 31 October 2018, the Board of Triangle was pleased to announce that it had entered into a Farmout Agreement with Key Petroleum Limited (ASX:KEY) to acquire a 50% participating interest in Production Licence L7(R1) (Acquisition). A wholly owned subsidiary of Triangle will hold the relevant interest earned under the Farmout Agreement.
On 2 October 2019, the Company announced that the Farmout Agreement had completed with all approvals received.
During the reporting period, planning activities were undertaken for the Bookara 3D Seismic Survey, with the Survey to be conducted in 2021 as part of the agreed Farmin Work Program under the Farmout Agreement signed on 31 October 2018, to be funded by Triangle Energy (Global) Limited and further activities commenced including, survey design, Botanical Survey, and high-resolution aerial photo survey as part of the environmental approvals. Stakeholder engagement pertaining to access is also well underway.
On 31 January 2021, subsequent to the end of the reporting period, the Company announced that it had entered into a Sale and Purchase Agreement (Agreement) and Royalty Deed (Royalty Deed) with subsidiaries of Key Petroleum Limited (ASX: KEY ) to acquire Key Petroleum (Australia) Pty Ltd's ( Key Petroleum ) 50% participating interest in Production Licence L7(R1) ( L7 ) and Key Petroleum and Key Midwest Pty Ltd’s ( Key Midwest ) combined 86.94% interest in Exploration Permit EP 437 (EP 437) (together, the Acquisition ). A wholly owned subsidiary of Triangle will hold the relevant interests acquired under the Agreement and Pilot Energy Limited ( Pilot ) holds the remaining 13.06% interest in EP 437.
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DIRECTORS’ REPORT (continued)
REVIEW OF OPERATIONS (continued)
Joint Venture interests as at 31 December 2020[3]
| Joint Venture interests as at 31 December 2020 | 3 | |
|---|---|---|
| JV Participant | ASX Code |
Percentage Interest |
| KeyPetroleum Ltd(via subsidiary) (Operator) | ASX:KEY | 50% |
| Triangle Energy (Global)Ltd(via subsidiary) | ASX:TEG | 50% |
Acquisition of 78.75% of WA-481-P and Formation of Joint Venture
WA-481-P
On 9 November 2020, the Company was pleased to advise it had entered into an agreement with Pilot Energy Limited ( Pilot ) to acquire a 78.75% interest in offshore Perth Basin exploration permit WA-481-P covering 8,605km2. WA-481-P is located immediately adjacent to, and contiguous with, the Triangle owned and operated offshore Cliff Head Oil Field. Pilot is currently the 60% owner and operator of offshore Exploration Permit WA-481-P and has entered into definitive agreements to acquire the remaining 40% interest from Key Petroleum Limited (ASX: KEY ), subject to Pilot shareholder approval.
Upon Completion of the acquisition of Key's 40% interest, Pilot will hold a 100% interest in WA-481-P.
Triangle has entered into a binding agreement with Pilot to acquire a 78.75% interest in, and operatorship of, WA-481-P, with Pilot retaining a 21.25% non-operated working interest in the permit. This transaction is conditional on Pilot acquiring Key's 40% interest in WA-481-P and Pilot and Triangle agreeing;
(i) a revised joint operating agreement in respect of WA-481-P;
(ii) a joint operating agreement in respect of the Cliff Head Wind & Solar Project Joint Venture; and
(iii) access agreements in respect of the Cliff Head and Arrowsmith infrastructure and operations on the area of WA-481-P. The transfer of WA-481-P is subject to standard regulatory approvals.
The cut-off date to agree these documents and for the WA-481-P transaction to complete was 15 March 2021 (or as otherwise agreed). The Completion date has subsequently been extended by mutual agreement between the parties, from 15 March 2021 to 9 April 2021. As consideration for the acquisition, Triangle will:
• Pay Pilot $300,000 at completion; and • Carry Pilot’s 21.25% share of costs for the first 3 years of the WA481-P minimum work program (up to a maximum of $1.22 million based on the current minimum work program).
Triangle is majority owner and operator of the Cliff Head Oil Field (located in the Offshore Production Licence WA-31-L) and the onshore Arrowsmith Separation and Processing Facilities. As previously announced to ASX on 25 September 2020, Pilot has entered into definitive agreements to acquire Royal Energy Pty Ltd, which holds an effective 21.25% interest in the Cliff Head Oil Field through its ownership of 50% interest in Triangle Energy Operations Pty Ltd (TEO), the operator and owner of 42.5% joint venture interest in the Cliff Head Oil Field.
Upon completion of the sale of the majority 78.75% interest in and transfer of operatorship of WA-481-P, Pilot and Triangle will have created substantial alignment through the newly created WA-481-P Joint Venture and the existing Cliff Head Oil Field Joint Venture (in which Pilot will acquire an effective 21.25% interest upon the completion of the Royal Energy Acquisition).
3 This licence is the subject of a Sale and Purchase Agreement which is subject to completion
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DIRECTORS’ REPORT (continued)
REVIEW OF OPERATIONS (continued)
Triangle has agreed that Pilot’s share in any oil and gas discoveries in WA-481-P will be developed and produced through the Cliff Head Oil Field facilities and that Pilot will have access to these facilities on the same basis as Triangle (subject to market standard terms).
The WA-481-P permit contains numerous leads and prospects located within close proximity to the Cliff Head Alpha Production Platform. As part of the definitive agreement to acquire the majority interest in WA-481-P, Triangle has also agreed that the work program to be conducted in the permit will be directed in the defined area around Cliff Head covering these numerous previously identified leads and prospects.
Triangle’s initial focus in WA-481-P will be on the prospectivity west and south of Cliff Head field. This area is considered highly prospective for oil as evidenced by Cliff Head oil field and the Xanadu oil discovery. Several leads are mapped in this area which require further definition with seismic acquisition. Any discovery that could arise from these leads could potentially be developed through the Cliff Head infrastructure.
The wider WA-481-P area is also highly prospective for oil and gas. Triangle will evaluate and develop the greenfield exploration potential of this very large permit which lies on the eastern margin of the Abrolhos Sub-basin, a proven source kitchen. Development of the Dunsborough oil and gas discovery will also be further investigated. Triangle and Pilot will enter into a conventional offshore oil and gas joint operating agreement covering the establishment of the joint venture managing the permit and the operatorship of the permit with Triangle as the operator. Under these arrangements, Pilot will be designated the operator’s representative in connection with all matters relating to the interface with any potential offshore wind development affecting the WA-481-P permit area.
Cliff Head Wind and Solar Project Joint Venture
In addition to and in parallel with the sale of the majority interest in WA-481-P, Triangle and Pilot have also agreed to form the Cliff Head Wind and Solar Project Joint Venture (Wind & Solar JV) with Pilot owning 80% and Triangle 20% (subject to agreeing the terms of a joint operating agreement and the WA-481-P transaction completing).
The Wind & Solar JV will assess the feasibility of the development of an offshore wind and onshore wind and solar power project centred around the Cliff Head Offshore Oil Field production facilities, Cliff Head Alpha and the onshore Arrowsmith Separation and Processing Facilities, encompassing:
-
taking advantage of well-recognised, world-class wind and solar resources of Western Australia’s Mid-West Region.
-
multi-tasking the existing Cliff Head Oil Field offshore and onshore facilities to improve their utilisation and extend their life.
-
Triangle and Pilot negotiating an access and coordination agreement to establish the basis for providing accessing to the existing Cliff Head Alpha Platform, the offshore/onshore pipeline right of way from the platform and to the onshore Arrowsmith Separation and Processing Facilities; and
-
Pilot carrying Triangle’s costs in conducting the feasibility study for the development of the wind and solar power project.
Joint Venture interests[4]
| Joint Venture interests4 | ||
|---|---|---|
| JV Participant | ASX Code |
Percentage Interest |
| Pilot EnergyLimited(Operator) | ASX:KEY | 21.25% |
| Triangle Energy (Global)Ltd(via subsidiary) | ASX:TEG | 78.75% |
Investments
State Gas Limited (ASX: GAS)
Triangle is the major shareholder of State Gas Limited ( State Gas ) ( ASX:GAS ) with an interest of 27.67% The investment is equivalent to $26.82million in value at a $0.56 price (as at 31 December 2020) per State Gas share.
For further information on State Gas Limited, please refer to that company’s website www.stategas.com.au.
Triangle’s Managing Director, Mr Rob Towner, represents Triangle’s interests on the board of State Gas as a non-executive Director.
4 This acquisition is still subject to completion.
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DIRECTORS’ REPORT (continued)
CORPORATE (continued)
Shareholder Meetings:
Annual General Meeting
Triangle held its Annual General Meeting of shareholders on 27 November 2020 and all resolutions were passed by a sufficient majority.
Capital Raisings
Private Placement of Shares to Professional and Sophisticated Investors
On 27 August 2020, the Board was pleased to announce it had received irrevocable commitments to raise approximately AU$2.2 million (before costs) from professional and sophisticated investors who subscribed for approximately 73 million new fully paid ordinary shares (Shares) at AU$0.03 per Share (Placement).
Upon completion of the Placement, the 73,346,667 Shares represented approximately 17% of the share capital of the Company, which then had 434,100,349 Shares on issue.
21,037,383 of the Placement Shares were issued under the Company’s 10% placement capacity under ASX Listing Rule 7.1A, and the remaining 52,309,284 Placement Shares were issued under the Company’s remaining 15% placement capacity under ASX Listing Rule 7.1.
The issue price of AU$0.03 per Share represented an 18% discount to the 5-trading day VWAP, a 9.5% discount to the 15-trading day VWAP prior to the date of this announcement and a 23% discount to the closing price of the Company’s Shares on 21 August 2020.
Issue of the Shares under the Placement occurred on 4 September 2020.
The Placement was company-led and supported by Fresh Equities Pty Ltd who provided a cornerstone bid for the offer.
There were no underwriting arrangements entered into for the Placement.
A fee of 6% of all funds raised was paid to advisors who assisted in the Placement.
Funds raised under the Placement are being applied towards workover planning and long lead equipment purchases for production wells CH6, CH7 and CH10, planning and initial table-top activities for South East Nose, West High and Mentelle drilling campaigns and general working capital.
CH6 has been shut in since June this year. The successful workover for this well will return additional barrels of oil at Cliff Head, taking total production close to approximately 1000 barrels of oil per day.
Share Purchase Plan
On 4 September 2020, the Company launched a Share Purchase Plan ( SPP ) to raise up to approximately AU$1 million (before costs) via the issue of Shares at an issue price of AU$0.03 per Share.
The SPP enabled existing eligible shareholders, irrespective of the size of their holding, to participate in the capital raising at the same issue price as the Placement, and not incur any brokerage or transaction costs.
Eligible shareholders, being those holders of Shares with an address in Australia or New Zealand as at 5.00pm (WST) on 26 August 2020, had the opportunity to apply for up to AU$30,000 worth of new Shares in the Company. The Shares issued under the SPP ranked equally with existing Shares of the Company.
Initially, the maximum gross amount raised under the SPP was capped at a total of AU$1,000,000, however the Company reserved the right to change this cap at its discretion by announcement to ASX. Each applicant was to be treated equally and scaled back on a pro rata basis.
On 15 September 2020, the Board extended the closing date of the SPP to 2 October 2020 and on 7 October 2020, the Board was very pleased to announce the successful completion of the SPP.
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DIRECTORS’ REPORT (continued)
CORPORATE (continued)
The Company received SPP applications totalling $4,934,000 and the Board exercised its absolute discretion in accepting all valid oversubscriptions to the maximum threshold permitted under ASX Listing Rule 7.2 Exception 5 (being up to 30% of the Company's issued capital) and pursuant to the terms and conditions of the Company’s SPP. Therefore, the total amount raised under the SPP was $3,906,903, representing 130,230,084 Shares.
All applications received over and above this threshold were scaled back on a pro rata basis and the monies refunded to shareholders.
The SPP Shares were issued on 13 October 2020.
Net proceeds raised from the SPP were used towards the workover program for CH6 and CH7, the continued development of the Company’s drilling prospects and for general working capital.
Pase PSC – PT Enso Asia
Triangle was owed US$1.02 million, held in escrow, in relation to the Sale and Purchase Agreement of the Pase Production Sharing Contract by PT Enso Asia which completed in February 2016. The US$1.02 million (AU$1.46 million) held under contract, to be released to Triangle after the Indonesian Ministry of Energy and Resources ( ESDM ) or Special Unit for Upstream Oil and Gas Operations ( SKKMIGAS ) provides written approval of the Change of Control of the Pase PSC.
On 2 December 2020, the Company announced that it had commenced arbitration proceedings against PT Enso Asia by filing a Notice of Arbitration with the Singapore International Arbitration Centre over this unpaid consideration from the Company’s sale of its Indonesian asset ( Pase PSC ) in 2016.
Subsequent to the end of the reporting period on 21 January 2021, the Company advised that further to its announcement on 2 December 2020, the US$1.02M of escrowed funds from PT Enso Asia had been released from escrow and paid into Triangle's bank account as cleared funds.
Triangle has accordingly instructed its lawyers to withdraw its claim against PT Enso Asia in the Singapore International Arbitration Centre ( SIAC ). On 16 February 2021, the Company received an advice from its lawyers that the proceedings will be closed with no further costs due.
Request for Arbitration from PDPA
On 6 March 2019, the Company advised shareholders that it had received a request for arbitration from former joint venture partner Perusahaan Daerah Pembangunan Aceh ( PDPA ), an Acehnese government-owned company, with PDPA filing an application for arbitration with the BANI Arbitration Centre located in Jakarta.
The claim relates to the Production Sharing Contract for the Pase Concession (in which the Company sold its interest in February 2016). PDPA is alleging Triangle Energy (Global) Limited owe:
- a) Contribution for CSR: US$ 0.781 million; and b) Building Road: US$ 3.35 million.
On 9 December 2019, Triangle attended an evidentiary hearing followed by a closing hearing on 20 December 2019 at the BANI Arbitration Centre in Jakarta.
On 27 July 2020 the Company was pleased to announce the results of the award hearing in respect of the arbitration proceedings which were held in the BANI Arbitration Centre in Jakarta on Friday 24 July 2020.
The Tribunal found in favour of Triangle, rejecting the claim of Perusahaan Daerah Pembangunan Aceh (PDPA), in its entirety. The Tribunal also ordered PDPA to pay Triangle’s arbitration costs of IDR490,303,550 (approximately AU$47,380).
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DIRECTORS’ REPORT (continued)
CORPORATE (continued)
BP Kwinana Refinery Conversion
On 30 October 2020, BP announced its intention to cease fuel production at its Kwinana Refinery and convert the refinery into a fuel import terminal.
Triangle continues to deliver crude oil produced at its Cliff Head Oil Project in the Perth Basin to the BP Kwinana Refinery under a Crude Oil Supply Agreement (Supply Agreement).
Triangle has investigated several export and domestic markets for its product in the past and will continue these efforts in parallel with government policy measures aimed at protecting Australia’s domestic refining capability. Triangle shares the concerns voiced by the Western Australian and Federal governments and believes ongoing refining capability is vital for the nation’s future energy security.
On 29 October 2020, the Company announced an updated Reserves and Resources summary for the Cliff Head Field. The impact of the cessation of production at the Refinery and the need to transition to an alternate opportunity on the economic parameters underpinning these Reserves and Resources is still unknown at this time. Accordingly, the Company withdrew its Reserves and Resources statements while the position is confirmed. The Company will release an update once the underlying economic assumptions can be confirmed with a reasonable degree of certainty.
On 11 January 2021, subsequent to the end of the reporting period, the Company announced that it had received formal notice of termination from BP under the Crude Oil Supply Agreement with the termination effective date being 16 February 2021.
On 11 February 2021, the Company announced that the termination effective date had been extended to 1 March 2021. On 1 March 2021, the Company announced that it had received a notice of variation of the termination date from BP under the Crude Oil Supply Agreement and an amendment of the Crude Oil Supply Agreement. The termination effective date has been extended from 1 March 2021 to 22 March 2021.
The Company is continuing to assess the alternate opportunities which may be available once production at the Kwinana Refinery ceases.
Capital and Management Expenditure
As at 31 December 2020, Triangle had a cash balance of $3.06 million of which $1.33 million was held in escrow but was received as cleared funds subsequent to the end of the reporting period.
The Company also holds a 50% equity interest in Triangle Energy (Operations) Pty Ltd and the CHJV. This investment is equity accounted for in the Group’s financial statements and is carried at cost.
Triangle continues to implement initiatives to reduce operating expenditure and has achieved significant cost reductions across all aspects of the Cliff Head joint venture.
Loan and borrowings
The Company considers loans to be part of its capital management. The Company has a loan with its 50% jointly controlled subsidiary, Triangle Energy (Operations) Pty Ltd which stands at $860,967 (net of repayment) as at 31 December 2020. The loan is interest free, unsecured and repayable on demand.
The Company also lent money to Triangle Energy (Operations) Pty Ltd amounting to $800,000 in relation to expenditures on CH-6 and CH-7 workovers at Cliff Head.
Shareholder Analysis
As at 31 December 2020 the Company had 1417 shareholders and 564,330,438 Shares on issue. The Top 20 shareholders hold 41.55% of the total issued capital.
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DIRECTORS’ REPORT (continued)
CORPORATE (continued)
RESULTS
The net loss of the Consolidated Entity after income tax for the half-year was $5.039 million (2019 net loss: $0.216 million) due to a combination of significant cash and non- cash items set out below:
-
Reduction in gross profit margin due to lower oil price and lower barrels produced, net change for the comparative period is $3.639 million; and
-
The Company recognised an impairment of its oil and gas assets to a total of $3.155 million as a consequence of changes to the significant assumptions on operating costs as a result of BP Refinery closure and foreign currency.
Financial Position
Triangle holds a 50% shareholding of Cliff Head’s operating company, Triangle Energy (Operations) Pty Ltd with Royal Energy Pty Ltd holding the other 50%. The Company currently accounts for this investment as an associate on the basis that it is jointly controlled by both shareholders.
The Company continues to hold an investment in State Gas Limited of 27.67%. The investment is considered to be an associate, for accounting purposes given the Company’s significant shareholding and one director on the board.
The Company financial statements show the following key movements in the Group’s assets and liabilities over the period:
-
Increase in cash assets by $0.652 million to $3.057 million (30 June 2020: $2,405 million);
-
Increase in trade receivables by $0.178 million to $0.809 million (30 June 2020: $0.631 million);
-
Decrease in trade and other payables by $0.505 million to $3.158 million (30 June 2020: $3.663 million);
-
Decrease in other receivables by $0.393 million to $0.563 million (30 June 2020: $0.955);
-
Non-current assets $28.980 million (30 June 2020: $28.370 million); and
-
Non-current liabilities $22.513 million (30 June 2020: $22.392).
Events Subsequent to Reporting Date
BP Refinery
On 11 January 2021, the Company announced it had received formal notice of termination from BP under the Crude Oil Supply Agreement with the termination effective date being 16 February 2021. On 11 February 2021, the Company further announced that it had received a notice of variation of the termination date from BP under the Crude Oil Supply Agreement. The termination effective date has therefore been extended from 16 February 2021 to 1 March 2021. On 1 March 2021, the Company announced that the termination effective date had further been extended to 22 March 2021.
Escrowed Funds
On 21 January 2021 the Company was pleased to advise that further to its announcement on 2 December 2020, the US$1.02M of escrowed funds from PT Enso Asia was released from escrow and paid into Triangle's bank account as cleared funds. Triangle accordingly instructed its lawyers to withdraw its claim against PT Enso Asia in the Singapore International Arbitration Centre (SIAC).
Triangle had been owed the amount of US$1.02 million (held in escrow) since completion of the Sale and Purchase Agreement for the Pase PSC in February 2016.
Acquisitions
On 31 January 2021 the Company announced that it had entered into a Sale and Purchase Agreement (Agreement) and Royalty Deed (Royalty Deed) with subsidiaries of Key Petroleum Limited (ASX: KEY ) to acquire Key Petroleum (Australia) Pty Ltd's ( Key Petroleum ) 50% participating interest in Production Licence L7(R1) ( L7 ) and Key Petroleum and Key Midwest Pty Ltd’s ( Key Midwest ) combined 86.94% interest in Exploration Permit EP 437 (EP 437) (together, the Acquisition ). A wholly owned subsidiary of Triangle will hold the relevant interests acquired under the Agreement and Pilot Energy Limited ( Pilot ) holds the remaining 13.06% interest in EP 437.
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DIRECTORS’ REPORT (continued)
CORPORATE (continued)
Summary of the key terms of the Agreement and Royalty Deed:
Completion of the Agreement is conditional on usual regulatory approvals, execution of a deed of covenant in respect of the EP 437 JOA, Triangle receiving binding commitments for a capital raising of at least $1,000,000 and, if required, Key obtaining the approval of its shareholders under Chapter 11 of the ASX Listing Rules for the Key subsidiaries to sell its interests in these assets. Under the terms of the Agreement:
-
Triangle will pay to Key a cash consideration of A$600,000 ($A200,000 of which is payable as a non-refundable deposit, unless Key does not obtain shareholder approval), any outstanding cash calls in respect of L7 based on an agreed work program and budget plus a 5% gross overriding royalty payable on production from L7 and EP 437;
-
Subject to Completion occurring, the existing Farmout Agreement between Triangle and Key in relation to the L7 licence at Mt Horner, the execution of which was announced on 31 October 2018, will terminate and the parties will release each other from all claims and liabilities in respect of L7 and the Farmout Agreement, except in relation to certain rehabilitation work undertaken by Key Petroleum prior to execution of the Agreement, including any disputes in respect of the Farmout Agreement (refer announcement by TEG on 4 August 2020); and
-
TEG is guaranteeing the performance by the Triangle subsidiary acquiring the interest under the Agreement and the Royalty Deed.
Triangle has agreed to assume all of Key’s ongoing work program commitments within EP 437, which now requires the acquisition of 20 square kilometres of 3D seismic and the drilling of one well prior to the end of Year 3 of the permit term on 27 May 2022 with a second discretionary well due by the end of the permit term on 22 May 2023. The terms of the original Farmout Agreement for L7 are removed, allowing Triangle to acquire a much larger 3D survey across the area, which will also tie into the existing Irwin 3D survey to the south and extend into EP 437 to the west. The primary aim of the larger 3D is to provide a near complete coverage of the Bookara Shelf hydrocarbon fairway. The terms of the Sale and Purchase Agreement require Triangle to assume all ongoing liabilities associated with L7 and EP 437 upon completion of the sale.
Placement
The Company was also pleased to announce that it had received binding commitments to raise gross proceeds of A$1.19 million from sophisticated and professional investors by way of a share placement ( Placement ). The Company received binding commitments under the Placement from professional and sophisticated investors who subscribed for 56,433,043 new ordinary shares at an issue price of A$0.021 per new share, representing 21.36% discount to the 15-trading day VWAP
The funds raised pursuant to the Placement are intended to be applied towards the cash consideration payable to Key pursuant to the Acquisition, the work program for Mt Horner and EP 437, and general working capital.
The placement shares were issued on 8 February 2021. The Placement shares were issued under the Company's 10% placement capacity under ASX Listing Rule 7.1A.
Significant Changes in The State of Affairs
In the opinion of the Directors, there were no significant changes in the state of affairs of the Group that occurred during the interim period not otherwise disclosed in this report and the interim financial statements.
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DIRECTORS’ REPORT (continued)
CORPORATE (continued)
Notes Regarding Contingent and Prospective Resources
The Contingent Resources for the Cliff Head asset are held under the Production Licence WA-31-L in which Triangle holds a net equity share of 78.75%. Some of these Contingent Resources were previously reported as Prospective Resources (Triangle Energy ASX announcement of 18 July 2018). West High was previously reported as A1(a): NFE West and SE Nose as A3(b): NFE South East. West High and West Flank are interpreted to be a western extension of the main Cliff Head field and nearby the Cliff Head 8 oil column. SE Nose is updip of the Cliff Head-1 oil recovery. The Contingent Resources are based on detailed interpretation of the Cliff Head 3D seismic survey and geological interpretation based on the Cliff Head exploration, appraisal and development wells that were undertaken as part of the 2019 geological modelling update. The CH11, West High, West Flank and SE Nose Contingent Resources were prepared using the probabilistic method and those for CH13 attic and East Horst K sand were prepared using the deterministic method. These Contingent Resources are contingent on further field development studies and economic evaluation.
The Prospective Resources are also held under the Production Licence WA-31-L in which Triangle holds a net equity share of 78.75%. The Mentelle and Cliff Head South Prospects are based on the interpretation of 2D seismic data and Cliff Head area wells. The Mentelle Prospective Resources were prepared using the probabilistic method and the South Cliff Head Prospective Resources using the deterministic method. The South Cliff Head prospect was previously referred to as A2(a) NFE South. The acquisition of additional seismic data is planned for 2020 and exploration drilling in 2021. They are considered to have a moderate chance of discovery and a high chance of development if exploration drilling is successful development and can be developed through the Cliff Head infrastructure.
Summations of resources, where present, are arithmetic.
The evaluation date for the Contingent Resources and Prospective Resources reported here is 26 October 2020. The Petroleum Resources were prepared in accordance with the SPE-PRMS (2018).
Qualified Petroleum Reserves and Resources Evaluator Statement
In accordance with ASX Listing Rules, Information in this report that relates to all Petroleum Resources and Prospective Resources and proved, and probable reserves has been reviewed and signed off by Mr Matt Fittall, a full-time employee of Triangle Energy (Global) Limited. Information that relates to reserves is based on and fairly represents, information and supporting documentation prepared by or under the supervision of Mr Fittall. He has consented to the form and context in which the information that relates to the reserves is presented. Mr Fittall is a Geologist BSc(hons)Geology with more than 30 years’ experience, practising in Petroleum Geology. Mr Fittall is a member of the Petroleum Exploration Society of Australian (PESA).
Auditor Independence and Non-Audit Services
Section 307C of the Corporations Act 2001 requires our auditors, HLB Mann Judd (WA) Partnership to provide the directors of the Company with an Independence Declaration in relation to the audit of the interim financial report. This Independence Declaration is set out on page 17 and forms part of this Directors’ report for the half-year ended 31 December 2020.
This report is signed in accordance with a resolution of the Board of Directors made pursuant to section 306(3) of the Corporations Act 2001.
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Timothy Monckton Chairman Date: 15 March 2021
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AUDITOR’S INDEPENDENCE DECLARATION
As lead auditor for the review of the consolidated financial report of Triangle Energy (Global) Limited for the half-year ended 31 December 2020, I declare that to the best of my knowledge and belief, there have been no contraventions of:
-
a) the auditor independence requirements of the Corporations Act 2001 in relation to the review; and
-
b) any applicable code of professional conduct in relation to the review.
Perth, Western Australia 15 March 2021
D I Buckley Partner
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TRIANGLE ENERGY (GLOBAL) LIMITED
CONDENSED CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME (INCOME STATEMENT) HALF-YEAR ENDED 31 DECEMBER 2020
| Notes Revenue 1.1 Cost of sales Gross profit Other income 1.1 Employment expenses 1.2 General and administration expenses 1.2 Finance costs Amortisation and depreciation expense Share of associate’s (loss) / profit Interest – unwind of discounts for provision for restoration 4.6 Impairment expenses 2.1 Profit / (Loss) before income tax expense Income tax benefit / (expense) 1.3 (Loss) after tax from continuing operations Other comprehensive income Items that may be realised through profit or loss Movement in reserves (net of tax) Other comprehensive income for the half-year, net of tax Total comprehensive (loss) for the half-year, net of tax Owners of Triangle Energy (Global) Limited Loss per share attributed to the owners of the Company 1.4 Basic (loss) per share – cents per share Diluted (loss) per share – cents per share |
31 DECEMBER 2020 $ 3,649,190 (3,513,825) 135,365 385,368 (1,536,835) (722,400) (6,263) (404,041) (30,000) (156,854) (3,155,217) (5,490,877) 452,201 (5,038,676) - - (5,038,676) (1.084) (1.084) |
31 DECEMBER 2019 $ |
|---|---|---|
| 7,672,084 (3,897,491) |
||
| 3,774,593 201,713 (1,517,571) (762,375) - (474,683) 345,522 (152,356) - |
||
| 1,412,187 (1,628,639) |
||
| (216,452) | ||
| - | ||
| - | ||
| (216,452) | ||
| (0.063) (0.063) |
The above Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income should be read in conjunction with the accompanying notes.
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TRIANGLE ENERGY (GLOBAL) LIMITED CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION (BALANCE SHEET) AS AT 31 DECEMBER 2020
| Notes ASSETS CURRENT ASSETS Cash and cash equivalents 3.1 Trade receivables 4.1 Other receivables and assets 4.2 Total current assets NON-CURRENT ASSETS Plant and equipment 4.4 Other receivables 4.2 Exploration and evaluation expenditure 2.2 Other financial assets 4.3 Investment in associates 2.3 Oil and gas properties 2.1 Deferred tax assets 1.3 Total non-current assets TOTAL ASSETS LIABLITIES CURRENT LIABILITIES Trade and other payables 4.5 Lease liability 3.4 Total current liabilities NON-CURRENT LIABILITIES Provisions 4.6 Borrowings 3.3 Lease liability 3.4 Deferred tax liabilities 1.3 Total non-current liabilities TOTAL LIABILITIES NET ASSETS EQUITY Issued capital 3.2 Reserves 3.5 Accumulated losses TOTAL EQUITY |
31 DECEMBER 2020 $ 3,057,017 809,144 562,564 4,428,725 158,457 800,000 12,791,271 110,000 - 2,869,491 7,822,310 24,551,529 28,980,254 3,158,328 38,728 3,197,056 21,593,476 860,967 58,863 - 22,513,306 25,710,362 3,269,892 42,690,308 820,834 (40,241,250) 3,269,892 |
30 JUNE 2020 $ 2,405,103 631,092 955,188 |
|---|---|---|
| 3,991,383 | ||
| 184,024 - 12,450,472 110,000 - 4,264,580 7,370,109 |
||
| 24,379,185 | ||
| 28,370,568 | ||
| 3,663,462 31,530 |
||
| 3,694,992 | ||
| 21,436,622 870,967 84,598 - |
||
| 22,392,187 | ||
| 26,087,179 | ||
| 2,283,389 | ||
| 36,715,029 770,934 (35,202,574) |
||
| 2,283,389 |
The above Consolidated Statement of Financial Position should be read in conjunction with the accompanying notes.
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TRIANGLE ENERGY (GLOBAL) LIMITED CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS HALF-YEAR ENDED 31 DECEMBER 2020
| Notes Cash flows from operating activities Receipts from customers Payments to suppliers and employees Interest paid Income tax received / (paid) including PRRT interest received Net cash (outflows) / inflows from operating activities Cash flows from investing activities Payment for plant and equipment Payments for exploration expenditure Payment to acquire associates shares Payment to associate – loan Net cash (outflows) from investing activities Cash flows from financing activities Proceeds from issue of shares Payment for share issue costs Proceeds from the issue of options Repayment of borrowings Net cash inflows from financing activities Cash and cash equivalents at the beginning of the period Net increase in cash and cash equivalents Effect of exchange rate fluctuations on cash held Cash and cash equivalents at end of half-year 3.1 |
31 DECEMBER 2020 $ 4,201,851 (7,665,976) (3,356) 279,920 1,002 (3,186,559) (710,745) (340,800) (30,000) (800,000) (1,881,545) 6,107,303 (117,624) - (28,537) 5,961,142 2,405,103 893,038 (241,124) 3,057,017 |
31 DECEMBER 2019 $ 7,902,530 (7,438,177) - (279,920) 4,370 |
|---|---|---|
| 188,803 | ||
| (1,113,328) (1,287,861) - - |
||
| (2,401,189) | ||
| 3,600,000 (242,909) 47,577 - |
||
| 3,404,668 | ||
| 2,490,036 1,192,282 3,089 |
||
| 3,685,407 |
The above Condensed Consolidated Statement of Cash Flow should be read in conjunction with the accompanying notes.
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TRIANGLE ENERGY (GLOBAL) LIMITED CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY HALF-YEAR ENDED 31 DECEMBER 2020
| Balance at 1 July 2020 Transactions with shareholders in their capacity as shareholders Issue of shares (cash) Cost of share issue Issue of Performance Rights Comprehensive Income (Loss) for the period Total comprehensive (loss) for the half- year Balance at 31 December 2020 |
Consolidated |
|---|---|
| Issued capital Accumulated losses Share based payment reserve Option reserve Convertible note reserve Total equity |
|
| $ $ $ $ $ $ |
|
| 36,715,029 (35,202,574) 691,780 72,151 7,003 2,283,389 |
|
| 6,107,303 - - - - 6,107,303 |
|
| (132,024) - - - - (132,024) |
|
| - - 49,900 - - 49,900 |
|
| - (5,038,676) - - - (5,038,676) |
|
| - (5,038,676) - - - (5,038,676) |
|
| 42,690,308 (40,241,250) 741,680 72,151 7,003 3,269,892 |
| Balance at 1 July 2019 Transaction with shareholders in their capacity as shareholders Issue of shares (cash) Cost of share issue Issue of options Issue of Performance Rights Comprehensive Income (Loss) for the period Total comprehensive (loss) for the half- year Balance at 31 December 2019 |
Issued capital Accumulated losses Share based payment reserve Convertible note reserve Option Reserve Total equity $ $ $ $ $ $ |
|---|---|
| 33,357,938 (31,416,010) 570,287 7,003 - 2,519,218 3,600,000 - - - - 3,600,000 (242,909) - - - - (242,909) - - - - 47,577 47,577 - - 52,316 - - 52,316 - (216,452) - - - (216,452) |
|
| - (216,452) - - - (216,452) |
|
| 36,715,029 (31,632,462) 622,603 7,003 47,577 5,759,750 |
The above Condensed Consolidated Statement of Changes in Equity should be read in conjunction with the accompanying notes.
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TRIANGLE ENERGY (GLOBAL) LIMITED CONDENSED NOTES TO THE CONSOLIDATED INTERIM FINANCIAL REPORT HALF-YEAR ENDED 31 DECEMBER 2020
Table of Notes
| A. | Summary of significant accounting policies |
|---|---|
| 1 | Profit and loss items |
| 1.1 | Revenue |
| 1.2 | Expenses |
| 1.3 | Taxation |
| 1.4 | Earnings per share |
| 2 | Significant assets |
| 2.1 | Oil and gas properties |
| 2.2 | Exploration and evaluation assets |
| 2.3 | Investments in associates |
| 3 | Financing – Capital, debt, risk management |
| 3.1 | Cash |
| 3.2 | Equity |
| 3.3 | Borrowings |
| 3.4 | Lease |
| 3.5 | Reserves |
| 3.6 | Commitments |
| 4 | Other assets and liabilities |
| 4.1 | Trade and other receivables |
| 4.2 | Other receivables and assets |
| 4.3 | Other financial assets |
| 4.4 | Plant and equipment |
| 4.5 | Trade and other payables |
| 4.6 | Provisions |
| 5 | Additional disclosures |
| 5.1 | Subsequent events |
| 5.2 | Contingent liabilities |
| 5.3 | Segment reporting |
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TRIANGLE ENERGY (GLOBAL) LIMITED CONDENSED NOTES TO THE CONSOLIDATED INTERIM FINANCIAL REPORT
HALF-YEAR ENDED 31 DECEMBER 2020
A. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The half-year report of Triangle Energy (Global) Limited (the Company, Group or Triangle Energy ) for the period ended 31 December 2020 was authorised for issue in accordance with a resolution of directors on 15 March 2021.
The Company is a public company limited by shares incorporated and domiciled in Australia whose securities are traded on the Australian Securities Exchange Limited (ASX Limited).
The nature of the operations and principal activities of the Company are described in the directors’ report.
(a) Basis of Preparation
The principle accounting policies adopted for the preparation of interim financial report are set out below. These accounting policies have been applied consistently to all periods presented unless otherwise stated.
(i) Statement of compliance
This interim financial report for the half-year reporting period ended 31 December 2020 has been prepared in accordance with accounting standard AASB 134 Interim Financial Reporting and the Corporations Act 2001 . Compliance with AASB 134 ensures compliance with International Financial Reporting Standard IAS 34 ‘Interim Financial Reporting’.
This interim financial report does not include full disclosures of the type normally included in an annual financial report. Therefore, it cannot be expected to provide as full an understanding of the financial performance, financial position and cash flows of the Company as in the annual financial report.
It is recommended that this interim financial report be read in conjunction with the any public announcements made by Triangle Energy (Global) Limited up to the date of this report in accordance with the continuous disclosure requirements arising under the Corporations Act 2001 and the ASX Listing Rules.
(ii) Basis of measurement and reporting convention
This interim financial report has been prepared on an accruals basis and is based on historical cost except for assessing the fair value of the Group’s investments. The interim financial report is presented in Australian dollars and all values are rounded to the nearest dollar unless otherwise stated.
(b) Segment Information
Operating Segments – AASB 8 requires a management approach under which segment information is presented on the same basis as that used for internal reporting purposes. This is consistent to the approach used for the comparative period. Operating segments are reported in a uniform manner to which is internally provided to the chief operating decision maker. The chief operating decision maker has been identified as the Board of Directors.
An operating segment is a component of the group that engages in business activity from which it earns revenue or incur expenditure, including those that relate to transactions with other group components. Each operating segment’s results are reviewed regularly by the Board to make decisions about resources to be allocated to the segments and assess its performance, and for which discrete financial information is available.
The Board monitors the operations of the Company based on two segments, operational and corporate. The financial results of each segments are reported to the board to assess the performance of the Group.
The Board has determined that strategic decision making is facilitated by evaluation of the operations of the legal parent and the consolidation of the oil producing subsidiaries which represent the finance, treasury, compliance and funding elements of the Group (legal parent and Triangle (Qld)) and Triangle Perth Basin Pty Ltd, T Offshore and T Oil are the operational performance of the Group’s revenues and costs of production and sale.
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TRIANGLE ENERGY (GLOBAL) LIMITED CONDENSED NOTES TO THE CONSOLIDATED INTERIM FINANCIAL REPORT HALF-YEAR ENDED 31 DECEMBER 2020
(c) Revenue recognition (AASB 15)
The Company currently has one contract for the delivery of crude oil to a local refinery. The Company has assessed the performance obligations under the contract and these relates specifically to the delivery of all product produced by the Cliff Head joint venture to this refinery. The customer takes delivery of this product at the refinery gate and at this point the Company’s obligations end.
(i) Sale of oil
Revenue is recognised when the Company completes its obligations to deliver its produced crude oil to its customer at a local refinery.
(d) Financial Instruments (AASB 9)
The Company has a number of receivables in the statement of financial position which are subject to the requirements of AASB 9. As at 30 June 2020 and 31 December 2020, the Company has made an assessment using the requirements of the standard, to identify possible credit losses within these balances. A review of each category has not identified any requirement to record a provision for expected credit losses on consolidation as there is no history of debtor defaulting and amounts outstanding have been collected or are fully recoverable. The Company also holds an equity investment in a unlisted company. This asset has been marked to market at the latest share issue price used to raise capital for the company (arm’s length third party value). This is considered to be a level 2 observable price for the equity investment.
(e) Foreign Currency Translation
Both the functional and presentation currency of Triangle Energy (Global) Limited and its Australian subsidiaries is Australian dollars.
Transactions in foreign currencies are initially recorded in the functional currency by applying the average exchange rates for the month. Monetary assets and liabilities denominated in foreign currencies are retranslated at the rate of exchange ruling at the reporting date. All exchange differences in the consolidated financial report are taken to profit or loss.
Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rate as at the date of the initial transaction.
(f) Leases
The Company has adopted the new accounting pronouncements which came into effect from 1 July 2019 this year. AASB 16 Leases replaces the previous lease standard, AASB 117 along with three Interpretations, IFRIC 4, SIC 15 and SIC 27.
The Company does not have any leases in its own right but has a 50% interest in a jointly controlled entity which operates the Cliff Head Asset. The Company has reviewed the position of its Associate and has identified a number of leases that give rise to a right to use asset as at the transition date.
The Company has used the modified retrospective #1 method which does not result in the opening retained earnings being adjusted or any adjustments to the comparative period. The Company has elected to measure the right to use assets at an amount equal to the lease liability.
On transition, for leases previously accounted for as operating leases with a remaining lease term of less than 12 months and for low value assets the Company has applied the optional exemptions to not recognise the right to use asset but to account for the lease expense on a straight-line basis over the remaining lease term.
On transition to AASB 16 the weighted average incremental borrowing rate applied to lease liabilities recognised under AASB 16 was 4.6%.
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TRIANGLE ENERGY (GLOBAL) LIMITED CONDENSED NOTES TO THE CONSOLIDATED INTERIM FINANCIAL REPORT HALF-YEAR ENDED 31 DECEMBER 2020
(f) Leases (continued)
For any new contracts entered into on or after 1 July 2019, the Company must consider whether a contract is, or contains a lease. A lease is defined as a contract, or part of a contract, that conveys the right to use an asset (the underlying asset) for a period of time in exchange for consideration. To apply this definition, the Company must assess whether the contract meets three key evaluation which are whether:
-
The contract contains an identified asset, which is either explicitly identified in the contract or implicitly specified by being identified at the time the asset is made available to the Company.
-
The Company has the right to obtain substantially all of the economic benefits from the use of the identified asset through the period of use, considering its rights within the defined scope of the contract;
-
The Company has the right to direct the use of the identified asset throughout the period of use. The Company assesses whether it has the right to direct “how and for what purpose’ the asset is used throughout the period of use.
Measurement and recognition of lease as a lease
At the commencement of the lease, the Company recognises a right to use asset and a lease liability on the balance sheet. The right to use asset is measured at cost, which is made up of the initial measurement of the lease liability, any initial costs incurred by the Group, an estimate of any cost to dismantle and remove the asset at the end of the lease, and any lease payments made in advance of the lease commencement date.
The Group depreciates the right-of-use-assets on a straight-line basis from the lease commencement date to the earlier of the end of the useful like of the right-of-use-asset or the end of the lease term. The Group also assesses the right-of-use assets for impairment when such indicators exist.
At the commencement date, the Group measures the lease liability at the present value of the lease payments unpaid at that date, discounted using the interest rate implicit in the lease if that rate is readily available or the Group’s incremental borrowing rate.
Lease payments included in the measurement of the lease liability are made up of the fixed payments, variable payments based on an index and amounts expected to be payable under a residual value guarantee. Payments which are subject to an option will only be included if there is strong objective evidence to suggest that option will be exercised.
Subsequent to initial measurement, the liability will be reduced for payments made and increased for interest. It is remeasured to reflect any reassessment or modification.
When the lease liability is remeasured, the corresponding adjustment is reflected in the right-of-use asset, or profit and loss if the rightof-use asset has been reduced to zero.
The Group has elected to account for short term leases and leases of low value asset using the practical expedients. Instead of recognising a right-of-use asset and lease liability, the payments in relation to these are recognised as an expense in the profit and loss on a straight-line basis over the lease term.
On the statement of financial position, the right -of-use asset has been included in property, plant and equipment and the lease liability has been classified in trade and other payables.
(g) New accounting standards and interpretations that are not yet mandatory
The new standards and amendments to standards are applicable to the Company and are mandatory for the first time for the financial year beginning 1 July 2020 and beyond. None of the standards and interpretations have affected any of the amounts recognised in the current period or any prior period. Any new, revised or amending Accounting Standards or Interpretations that are not yet mandatory have not been early adopted. The Company has made an assessment and there are no standards which would effect the future periods.
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TRIANGLE ENERGY (GLOBAL) LIMITED
CONDENSED NOTES TO THE CONSOLIDATED INTERIM FINANCIAL REPORT HALF-YEAR ENDED 31 DECEMBER 2020
| 1 Profit and loss items 1.1 Revenue At a point in time: Sales of oil Other income Interest income Sundry revenue |
31 December 2020 $ 3,649,190 13,271 372,097 385,368 |
31 December 2019 $ 7,672,084 |
|---|---|---|
| 4,370 197,343 |
||
| 201,713 |
Total number of barrels sold by the Company was 64,052 at an average sales price of AUD$56.97.
| 1.2 Expenses (a) Employment expenses Salaries and wages Other personnel costs Superannuation Increase in leave liabilities Share based payment expense Total (b) General and administration costs Accounting expenses Audit fees Consulting expenses Legal expenses Arbitration expenses Foreign exchange (gains) / losses Other administration expenses |
1,249,294 61,170 98,602 77,869 1,486,935 49,900 1,536,835 27,328 16,000 64,602 88,296 7,867 247,654 270,653 722,400 |
1,245,332 68,232 123,135 28,556 |
|---|---|---|
| 1,465,255 52,316 |
||
| 1,517,571 | ||
| 23,634 14,825 268,020 143,253 11,094 (6,614) 308,163 |
||
| 762,375 |
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TRIANGLE ENERGY (GLOBAL) LIMITED CONDENSED NOTES TO THE CONSOLIDATED INTERIM FINANCIAL REPORT HALF-YEAR ENDED 31 DECEMBER 2020
1 Profit and loss items
| Taxation Income tax recognised in profit or loss The components of tax expense comprise: Statement of profit or loss and comprehensive income Current income Current income tax Deferred tax Decrease / (increase) in deferred tax assets (Decrease) / increase in deferred tax liabilities Income tax expense / (benefit) reported in_statement of profit or loss_ Petroleum resource rent tax Current income Current income tax Deferred tax Decrease / (increase) in deferred tax assets (Decrease) / increase in deferred tax liabilities PRRT Income tax expense / (benefit) reported in statement of profit or loss Total Income tax (benefit) / expense for the period Numerical reconciliation between tax expense and pre-tax net loss Loss before income tax expense Income tax expense / (benefit) calculated at 26% (2019: 27.5%) effect of non-deductible item Total non-deductible items Movements in unrecognised temporary differences Movement in PRRT deferred tax assets Payment of PRRT Income tax (benefit) / expense reported in_statement of profit or loss_ The balance comprises temporary difference attributable to: PRRT (credit on decommissioning) (DTA) Project Pool costs (DTA) (a) Assessable receipts PRRT (DTL) (a) Tax losses recognised (DTA) Exploration assets (DTL) (a) Total deferred taxes |
31 December 2020 $ - - 23,533 23,533 - (475,734) - (475,734) (452,201) 5,490,877 1,427,628 (898,089) (529,539) (452,201) - (452,201) 7,152,944 3,653,517 (1,859,765) 1,812,521 (2,936,907) 7,822,310 |
31 December 2019 $ - 575,072 - |
|
|---|---|---|---|
| 575,072 | |||
| 279,920 773,647 - |
|||
| 1,053,567 | |||
| 1,628,639 | |||
| 1,412,187 | |||
| 388,351 (76,065) (312,286) 773,647 279,920 |
|||
| 1,628,639 | |||
| 5,696,688 3,499,558 (1,602,630) 1,423,866 (2,548,251) 6,469,231 |
1.3 Taxation
(a) Part of the Project Pool DTA has been off-set against the Exploration asset DTL and the assessable receipts for PRRT.
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TRIANGLE ENERGY (GLOBAL) LIMITED CONDENSED NOTES TO THE CONSOLIDATED INTERIM FINANCIAL REPORT HALF-YEAR ENDED 31 DECEMBER 2020
| HALF-YEAR ENDED 31 DECEMBER 2020 | |||
|---|---|---|---|
| 1 | Profit and loss items Taxation Set-off deferred tax liabilities pursuant to off-set provisions Deferred tax asset on project pool costs (oil and gas properties) Assessable receipts PRRT Deferred tax asset on carry forward tax losses Deferred tax liability on exploration asset Estimates and judgements- Assumptions used to carry forward deferred taxes |
31 December 2020 $ 2,984,151 (1,859,765) 1,812,521 (2,936,907) - |
31 December 2019 $ 2,727,015 (1,602,630) 1,423,866 (2,548,251) |
| 1.3 | |||
| - | |||
Deferred tax assets are recognised for deductible temporary differences, taxation losses and PRRT decommissioning credits when the directors consider that it is probable that sufficient future tax profits or costs will be available to utilise those temporary differences, losses and credits. Significant judgement is required to determine the amount of deferred tax assets that can be recognised, based upon the likely timing and the level of future taxable profits over the next few years together with future tax planning strategies. There are significant variables relating to generating taxable profits in the future and while the directors take care in assessing the current available information, by its nature any forecast may be materially different to the final actual outcome.
1.4 Loss per share
| 31 December | 31 December | |
|---|---|---|
| 2020 | 2019 | |
| ($) / Cents | ($) / Cents | |
| Continued Operations | ||
| Basic loss Per Share | ||
| Loss from continuing operations attributable to the ordinary equity holders | (5,038,676) | (216,452) |
| Cents per share | (1.08) | (0.063) |
| 2020 | 2019 | |
| Weighted average number of shares used as the denominator | Number | Number |
| Weighted average number of ordinary shares used as the denominator | 464,811,619 | 344,579,769 |
| Calculation of weighted average number of shares | ||
| Number of shares at the beginning of the period | 360,753,682 | 312,753,682 |
| Shares issued but adjusted (pro-rata) for the period of issue | 104,057,937 | 31,826,087 |
| Number of shares used to calculate the loss per share for the period | 464,811,619 | 344,579,769 |
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TRIANGLE ENERGY (GLOBAL) LIMITED CONDENSED NOTES TO THE CONSOLIDATED INTERIM FINANCIAL REPORT HALF-YEAR ENDED 31 DECEMBER 2020
| 2 Significant assets 2.1 Oil and gas properties Oil and gas properties carried forward – Cliff Head Reconciliation – Cliff Head Carrying amount at the beginning of the period Additions to the oil and gas properties Less: Amortisation Less: Impairment Carrying amount at end of the period |
31 December 2020 $ 2,869,491 4,264,580 2,135,882 (375,754) (3,155,217) 2,869,491 |
30 June 2020 $ 4,264,580 |
|---|---|---|
| 4,950,760 2,960,180 (999,151) (2,647,209) |
||
| 4,264,580 |
The original oil & gas properties were acquired on 30 June 2016 as part of the purchase of the Cliff’s Head production licence. Additional capital expenditure has been added over the last 3 years as the Group reinvests in more plant and equipment.
Impairment assessment
During the period the Company undertook an impairment assessment for its oil and gas assets as a consequence of identifying impairment indicators including changes to the price of oil, foreign currency rates and the anticipated increases in operating costs relating to the announcement from the Company’s customer on the closure of the Kwinana refinery. The Company is in commercial negotiations with external parties to finalise an offtake agreement and associated logistics and sales costs and has estimated these costs based on the current negotiation process. As a consequence of the review, the Company has recognised an impairment of $3,155,217 for the period ended 31 December 2020. The discount rate used for the model was 10% and the additional key inputs used for the impairment assessment include:
| Forecast | 31/12/2021 | 31/12/2022 | 31/12/2023 | 31/12/2024 | 31/12/2025 |
|---|---|---|---|---|---|
| Pricing (US$ / bbl) | 54.5 | 72.5 | 75.0 | 75.0 | 75.0 |
| Foreign currency exchange rates | 0.81 | 0.82 | 0.76 | 0.73 | 0.73 |
| Estimates and judgements |
Impairment
The assessment of impairment requires the Company to make judgements related to the likely forecast of pricing for oil and foreign currency. These forecasts are based on the most appropriate third-party information available at the time of the assessment. The forecast may not be accurate and may result in a material variance to the expected outcome noted above.
Assumptions used to carry forward the oil and gas properties
The write-off or impairment of oil and gas properties is based on a periodic assessment of pre-determined impairment indicators relevant to the operating asset and with the information available at the time of preparing this report. The directors assess whether there are any clear indicators of impairment and if they exist a value in use calculation is prepared to assess the carrying value of the operating assets. The assessment of impairment indicators requires the directors to make judgements in relation to internal and external factors that impact the assets, however, information may come to light in subsequent periods which the directors were unable to predict at the time of making the assessment of indicators.
The estimation of reserves requires significant management judgement and interpretation of complex geological and geophysical models in order to make as assessment of the size, share, depth and quality of reservoirs and their anticipated recoveries. Estimates have been used to determine the fair value of the oil and gas properties for the purpose of the assessment of depletion and amortisation charges.
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TRIANGLE ENERGY (GLOBAL) LIMITED CONDENSED NOTES TO THE CONSOLIDATED INTERIM FINANCIAL REPORT HALF-YEAR ENDED 31 DECEMBER 2020
| HALF-YEAR ENDED 31 DECEMBER 2020 | ||
|---|---|---|
| 2 Significant assets 2.2 Exploration and evaluation assets Exploration, evaluation and development costs carried forward in respect of areas of interest Reconciliation – Mentelle & West High prospects Carrying amount at the beginning of the period Additions to the exploration and evaluation asset Carrying amount at end of the period Reconciliation – Xanadu-1 TP/15 Joint Venture Carrying amount at the beginning of the period Additions to the exploration and evaluation asset Carrying amount at end of the period Reconciliation – Mt Horner (L7) Joint Venture Carrying amount at the beginning of the period Additions to the exploration and evaluation asset Carrying amount at end of the period |
31 December 2020 $ 12,791,271 4,368,914 209,760 4,578,674 7,947,891 600 7,948,491 133,667 130,439 264,106 |
30 June 2020 $ 12,450,472 |
| 3,776,364 592,550 |
||
| 4,368,914 | ||
| 7,007,900 939,991 |
||
| 7,947,891 | ||
| - 133,667 |
||
| 133,667 |
Estimates and judgements
Assumptions used to carry forward the exploration assets .
The write-off, impairment or carrying forward of exploration expenditure is based on a periodic assessment of the viability of an area of interest and/or the existence of economically recoverable reserves. This assessment is based on pre-determined impairment indicators, taking into account the requirements of the accounting standard, and with the information available at the time of preparing this report. Information may come to light in subsequent periods which requires the asset to be impaired or written down for which the directors were unable to predict the outcome.
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TRIANGLE ENERGY (GLOBAL) LIMITED CONDENSED NOTES TO THE CONSOLIDATED INTERIM FINANCIAL REPORT HALF-YEAR ENDED 31 DECEMBER 2020
| 2 | Significant assets |
|---|---|
| 2.3 | Investment in Associate |
| Triangle Energy (Operations) Pty Ltd (i) State Gas Ltd (ii) (a) and (b) |
31 December 2020 $ - - - |
30 June 2020 $ - - |
|---|---|---|
| - |
(i) Triangle Energy (Operations) Pty Ltd
The entity name is Triangle Energy (Operations) Pty Ltd in which the Company has a 50% shareholding as at 31 December 2020 and is one of two directors of the company. The place of incorporation is Australia, the investment is an associate which the Company measures using the equity method. The carrying value is listed above.
(ii) State Gas Limited
The Company holds an interest of 27.67% as at 31 December 2020. The place of incorporation is Australia, the investment is an associate which the Company measures using the equity method as a consequence of its holding and one common director. The carrying value is listed above.
| Reconciliation - Triangle Energy (Operations) Pty Ltd (i) Carrying amount at beginning of the period Loss for the period Carrying amount at end of the period Reconciliation - State Gas Ltd (ii) Carrying amount at beginning of the period Loss for the period (c) Investment in associate (d) Carrying amount at end of the period (a) and (b) |
- - - - (30,000) 30,000 - |
493,026 (493,026) |
|---|---|---|
| - | ||
| - - - |
||
| - |
(a) As at period end, the Company held 47,884,693 fully ordinary shares representing 27.67% of the issued capital of State Gas Limited (ASX:GAS). The fair value of the Company’s holding as at 31 December 2020 was $26.8 million (at $0.56 per share).
-
(b) The Company’s holding is no longer subject to an escrow agreement and are able to be sold.
-
(c) The Associates loss has been capped at the carrying value of the investment during the period.
-
(d) The Company participated in a rights issued during the period.
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TRIANGLE ENERGY (GLOBAL) LIMITED CONDENSED NOTES TO THE CONSOLIDATED INTERIM FINANCIAL REPORT HALF-YEAR ENDED 31 DECEMBER 2020
3 Financing – Capital, debt and risk management
| 3.1 Cash Cash at bank and in hand Joint Venture cash Restricted cash (i) Balances per statement of cash flows |
31 December 2020 $ 1,687,499 42,215 1,327,303 3,057,017 |
30 June 2020 $ 870,634 47,222 1,487,247 |
|---|---|---|
| 2,405,103 |
(i) As part of the disposal of the Pase PSC assets the Company agreed to place in an escrow (trust) account an amount of US$1.02 million which will be released after the governmental administration processes. As at reporting date, the funds remain in the escrow account, however, subsequent to period end, the Company received the entire amount.
3.2 Equity (number of shares on issue and the amount paid (or value attributed) for the shares )
- (a) Share capital - 564,330,438 fully paid ordinary shares (30 June 2020: 360,753,682).
The following changes to the shares on issue and the attributed value during the periods:
| Balance at the beginning of the year Issue of shares (placement)1 Issue of shares (placement)2 Issue of Share Rights issue3 Share issue costs4 Balance as at period end |
31 December 2020 30 June 2020 31 December 2020 30 June 2020 Number Number $ $ 360,753,682 312,753,682 36,715,029 33,357,938 - 48,000,000 - 3,600,000 73,346,667 - 2,200,400 - 130,230,089 - 3,906,903 - - - (132,024) (242,909) |
|---|---|
| 564,330,438 360,753,682 42,690,308 36,715,029 |
-
On 11 September 2019 the Company issued 48,000,000 at an issue price of $0.075 per share to sophisticated investors.
-
On 4 September 2020 the company issued 73,346,667 shares at an issue price of $0.03 per share to sophisticated investors.
-
On 13 October 2020, the Company completed a share rights placement to existing shareholders and issued 130,230,089 shares at an issue price of $0.03 per share.
-
The Company incurred costs in issuing the shares.
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TRIANGLE ENERGY (GLOBAL) LIMITED CONDENSED NOTES TO THE CONSOLIDATED INTERIM FINANCIAL REPORT HALF-YEAR ENDED 31 DECEMBER 2020
3 Financing – Capital, debt and risk management
3.2 Equity (continued)
(b) Options – share based payments
| (b) Options – share based payments | |
|---|---|
| Balance at the beginning of the year Issue of options to consultants1 Expiry of options2 Balance as at period end |
31 December 2020 30 June 2020 31 December 2020 30 June 2020 Number Number $ $ 1,803,768 11,155,908 559,840 532,337 - 1,803,768 - 27,503 - (11,155,908) - - |
| 1,803,768 1,803,768 559,840 559,840 |
-
On 6 November 2019 the Company issued 1,803,768 options with an exercise price of $0.10 per option to external consultants.
-
On 19 January 2020, options issued in prior periods lapsed without being exercised.
(c) Performance Rights – share based payments
| (c) Performance Rights – share based payments | |
|---|---|
| Balance at the beginning of the year Rights redeemed1 Rights granted during the year2 Rights granted during the year2 Rights granted during the year3 Balance as at 30 June |
31 December 2020 30 June 2020 31 December 2020 30 June 2020 Number Number $ $ 29,486,757 400,000 131,940 37,950 (400,000) - - (37,950) - 24,292,237 34,642 114,382 - 4,794,520 5,318 - 4,492,698 - 9,940 17,558 |
| 33,579,455 29,486,757 181,840 131,940 |
-
On 30 June 2020, Mr Farrell resigned as a director of the Company. The Rights require continued service to be maintained and therefore the Rights have been forfeited at this date. In July 2020, the Rights have been redeemed.
-
The Company issued 24,292,237 Rights to the Managing Director (after shareholder approval) on 19 November 2019. On 17 February 2020, the Company issued 4,794,520 Rights to the Chief Financial Officer after approval from the Board. The half-year cost of amortising the fair value over the vesting period has been recorded in this period.
-
At the Company’s annual general meeting, shareholders approved the issue of 4,492,698 Performance Rights to Mr Robert Towner on the following terms:
| Period: Grant Date Fair value: Number of rights Hurdles - Absolute Total Shareholder Return (ATSR) |
3 years from 1 July 2020 27 November 2020 $0.019 ATSR 2,246,349 (max) • 100% of the rights vest if the compound annual growth rate (CGAR) of the ATSR increases by 25% or more; • 50%-100% of the rights vest (on a pro-rata basis) if the CAGR of the ATSR increases by 15%-24.99%; • 50% of the rights vest if the CAGR of the ATSR increases by 15%; • 0%-50% of the rights vest (on a pro-rata basis) if the CAGR of the ATSR increases by10%-14.99%. |
|---|---|
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TRIANGLE ENERGY (GLOBAL) LIMITED CONDENSED NOTES TO THE CONSOLIDATED INTERIM FINANCIAL REPORT HALF-YEAR ENDED 31 DECEMBER 2020
3 Financing – Capital, debt and risk management
(c) Performance Rights – share based payments (continued)
Period: 3 years from 1 July 2020 Grant Date 27 November 2020 Fair value: $0.023 Number of rights RRR: 2,246,349 (max) Hurdles - Reserves replacement ratio (RRR) • 100% of the rights vest if the RRR increases by 100% or more; • 50%-100% of the rights vest (on a pro-rata basis) if the RRR increases by 50%-100%; • 50% of the rights vest if the RRR increases by 50%; • 0%-50% of the rights vest (on a pro-rata basis) if the RRR increases by 10%-49.99%. Probability 50%
3.3 Borrowings
| Borrowings | ||
|---|---|---|
| Borrowings – current Borrowings – non-current1 Reconciliation of movements in the balances– current Opening balance Transferred to non-current Closing balance at end of period (i) Reconciliation of movements in the balances– non-current Opening balance Amount repaid Transferred from current Closing balance at end of period (i) |
31 December 2020 $ - 860,967 - - - 870,967 (10,000) - 860,967 |
30 June 2020 $ - |
| 870,967 | ||
| 870,967 (870,967) |
||
| - | ||
| - - 870,967 |
||
| 870,967 |
- (i) Terms of the borrowings – related party loan
The Company has received a loan from its Joint Venture, Triangle Energy (Operations) Pty Ltd of $870,967. During the prior period the Company entered into a formal agreement with the entity which is subject to an interest rate based on the RBA rate as at March 2020 (compounded daily), unsecured and repayable after 5 years or upon a default event.
The total value of the loan is $860,967 and there is no further unused draw down amount available
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TRIANGLE ENERGY (GLOBAL) LIMITED CONDENSED NOTES TO THE CONSOLIDATED INTERIM FINANCIAL REPORT HALF-YEAR ENDED 31 DECEMBER 2020
3 Financing – Capital, debt and risk management
3.4 Leases
| Leases | ||
|---|---|---|
| Lease – current1 Lease – non-current1 Reconciliation of movements in the balances Opening balance Additions Less: Amount repaid Closing balance at end of year 1. There have been no changes to the leases during the period. |
30 December 2020 $ 38,728 58,863 116,128 - (18,537) 97,591 |
30 June 2020 $ 31,530 |
| 84,598 | ||
| - 119,165 (3,037) |
||
| 116,128 | ||
3.5 Reserves
| Convertible note reserve Share based payments reserves Option reserve Convertible Note reserve Reconciliation of movements in the balance Opening balance Convertible note equity portion Closing balance at end of period Share based payments reserves Reconciliation of movements in the balance Opening balance Prior period rights (i) Additional rights (ii) Closing balance at end of period |
31 December 2020 $ 7,003 741,680 72,151 820,834 7,003 - 7,003 691,780 39,960 9,940 741,680 |
30 June 2020 $ 7,003 691,780 72,151 |
|---|---|---|
| 770,935 | ||
| 7,003 - |
||
| 7,003 | ||
| 570,287 121,493 - |
||
| 691,780 |
(i) During the prior period the Company agreed to issue a maximum of 24,292,237 (MD) and 4,794,520 (CFO) Performance Rights based on staff reaching hurdles (refer note 3.2(c)). The fair value of the Rights has been determined based on the outcomes of a statistical monte carlo simulation of an anticipated share price after 3 years using historical data (TSR) and the share price as at grant date (RRR).
(ii) During this period the Company agreed to issue a maximum of 4,492,698 (MD) Performance Rights based on staff reaching hurdles (refer note 3.2(c)). The fair value of the Rights has been determined based on the outcomes of a statistical monte carlo simulation of an anticipated share price after 3 years using historical data (TSR) and the share price as at grant date (RRR).
3.6 Commitments
There are no additional commitments for the period
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TRIANGLE ENERGY (GLOBAL) LIMITED CONDENSED NOTES TO THE CONSOLIDATED INTERIM FINANCIAL REPORT HALF-YEAR ENDED 31 DECEMBER 2020
4 Other assets and liabilities
| 4.1 Trade and other receivables Trade receivables |
31 December 2020 $ 809,144 809,144 |
30 June 2020 $ 631,092 |
|---|---|---|
| 631,092 |
Estimates and judgement
Recoverability of the assets
The directors have assessed the likelihood that the asset will be received in cash after the reporting date (assessment of the recovery of the assets and impairment (write-off)) and have determined that the assets are expected to be recovered after period end.
Due to the short-term nature of the current receivables, their carrying amounts approximate their fair value.
| 4.2 Other receivable and assets Current assets GST receivable Prepayments JV GST receivable JV other receivables PRRT receivable Deposits and guarantees Other assets Non-current asset Other receivable – loan (i) |
31 December 2020 $ 10,947 31,149 98,659 38,157 - 196,262 187,390 562,564 800,000 |
30 June 2020 $ 16,468 2,898 73,065 160,518 279,920 198,262 224,057 |
|---|---|---|
| 955,188 | ||
| - |
(i) During the period the Company agreed to provide a loan facility to its jointly controlled entity, Triangle Energy (Operations) Pty Ltd. The terms of the loan are as follows:
Term: 2 years Facility limit: A$2million Interest rate: 10% payable quarterly in arrears Security: Over all assets of the entity
4.3 Other financial assets
| Non-current assets Equity Securities Investments |
31 December 2020 $ 110,000 110,000 |
30 June 2020 $ 110,000 |
|---|---|---|
| 110,000 |
Fair value has been determined based on the latest market value of the shares issued.
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TRIANGLE ENERGY (GLOBAL) LIMITED CONDENSED NOTES TO THE CONSOLIDATED INTERIM FINANCIAL REPORT HALF-YEAR ENDED 31 DECEMBER 2020
4 Other assets and liabilities
| 4.4 Plant and equipment Plant and Equipment Right of use asset Accumulated depreciation Office equipment Accumulated depreciation Furniture and fittings Accumulated depreciation Total plant and equipment |
31 December 2020 $ 119,165 (23,171) 95,994 10,345 (5,559) 4,786 78,747 (21,070) 57,677 158,457 |
30 June 2020 S 119,165 (3,310) |
|---|---|---|
| 115,855 | ||
| 7,625 (5,007) |
||
| 2,618 | ||
| 78,747 (13,196) |
||
| 65,551 | ||
| 184,024 |
A reconciliation of the carrying amounts of each class of property, plant and equipment at the beginning and at the end of the current period.
| Opening net book value at 1 July 2020 Additions during the year Depreciation expenses Closing net book value at 31 December 2020 |
Right of use assets Furniture & Fittings Office Equipment $ $ $ 115,855 65,551 2,618 - - 2,720 (19,861) (7,874) (552) 95,994 57,677 4,786 |
Total $ 184,024 2,720 (28,287) |
|
|---|---|---|---|
| 158,457 |
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TRIANGLE ENERGY (GLOBAL) LIMITED CONDENSED NOTES TO THE CONSOLIDATED INTERIM FINANCIAL REPORT HALF-YEAR ENDED 31 DECEMBER 2020
4 Other assets and liabilities
4.5 Trade and other payables (debts)
| Trade and other payables (debts) | ||
|---|---|---|
| Current liabilities (debts payable within 12 months) Trade payables JV trade payables Accrued expenses JV accruals Payroll liabilities Dividend payable in trust Share buy-back funds in trust GST liabilities Employee entitlements |
31 December 2020 $ 107,736 1,078,613 455,991 1,189,331 79,040 7,044 6,796 68,241 165,536 3,158,328 |
30 June 2020 $ 348,025 2,095,633 406,531 630,232 27,850 7,044 6,796 53,685 87,666 |
| 3,663,462 |
Due to the short-term nature of current payables, the carrying amount of trade and other payables approximates their fair value. Trade payables are non-interest bearing and are normally settled on 30-day terms
| 4.6 Provisions Restoration provision (Cliff Head) – non-current Reconciliation Balance brought forward Unwind of discount (Cliff Head) Balance carried forward |
31 December 2020 $ 21,593,476 21,436,622 156,854 21,593,476 |
30 June 2020 $ 21,436,622 |
|---|---|---|
| 21,126,599 310,023 |
||
| 21,436,622 |
The non-current provision relates to the Cliff Head production licence WA-31-L (located in the Perth Basin, WA).
Under the terms within the Joint Venture agreement relating to WA-31-L, Triangle Energy (Global) subsidiaries are liable to pay rehabilitation cost of 57.5% relating to the licence. Triangle Energy (Operations) Pty Ltd is liable to pay the remaining 42.5% of which Triangle owns 50% of this jointly controlled entity.
Estimates and judgement
Assumptions used to assess the rehabilitation provision
The updated study has a substantial number of assumptions embedded in the cost estimate all of which could change and result in the actual amount paid to restore the site being materially different to the carrying value of the liability.
The provision for future restoration costs is the best estimate of the present value (including an appropriate discount rate relevant to the time value of money plus any risk premium associated with the liability) of the expenditure required to settle the restoration obligation at the balance date.
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TRIANGLE ENERGY (GLOBAL) LIMITED CONDENSED NOTES TO THE CONSOLIDATED INTERIM FINANCIAL REPORT HALF-YEAR ENDED 31 DECEMBER 2020
5 Additional disclosures
5.1 Subsequent events
On 11 January 2021, the Company announced it had received formal notice of termination from BP under the Crude Oil Supply Agreement with the termination effective date being 16 February 2021. On 11 February 2021, the Company further announced that it had received a notice of variation of the termination date from BP under the Crude Oil Supply Agreement. The termination effective date has therefore been extended from 16 February 2021 to 1 March 2021. On 1 March 2021, the Company announced that the termination effective date had further been extended to 22 March 2021.
On 21 January 2021 the Company was pleased to advise that further to its announcement on 2 December 2020, the US$1.02M of escrowed funds from PT Enso Asia was released from escrow and paid into Triangle's bank account as cleared funds. Triangle accordingly instructed its lawyers to withdraw its claim against PT Enso Asia in the Singapore International Arbitration Centre (SIAC). Triangle had been owed the amount of US$1.02 million (held in escrow) since completion of the Sale and Purchase Agreement for the Pase PSC in February 2016.
On 31 January 2021 the Company announced that it had entered into a Sale and Purchase Agreement (Agreement) and Royalty Deed (Royalty Deed) with subsidiaries of Key Petroleum Limited (ASX:KEY) to acquire Key Petroleum (Australia) Pty Ltd's (Key Petroleum) 50% participating interest in Production Licence L7(R1) (L7) and Key Petroleum and Key Midwest Pty Ltd’s (Key Midwest) combined 86.94% interest in Exploration Permit EP 437 (EP 437) (together, the Acquisition). A wholly owned subsidiary of Triangle will hold the relevant interests acquired under the Agreement and Pilot Energy Limited (Pilot) holds the remaining 13.06% interest in EP 437. The purchase price will be $600,000 in cash and any outstanding cash calls for the work programme and budget for these tenements. The acquisition agreement also provides for a 5% overriding Royalty on production.
The Company was also pleased to announce that it had received binding commitments to raise gross proceeds of A$1.19 million from sophisticated and professional investors by way of a share placement (Placement). The Company received binding commitments under the Placement from professional and sophisticated investors who subscribed for 56,433,043 new ordinary shares at an issue price of A$0.021 per new share, representing 21.36% discount to the 15trading day VWAP.
The funds raised pursuant to the Placement are intended to be applied towards the cash consideration payable to Key pursuant to the Acquisition, the work program for Mt Horner and EP 437, and general working capital. The placement shares were issued on 8 February 2021. The Placement shares were issued under the Company's 10% placement capacity under ASX Listing Rule 7.1A.
5.2 Contingent liabilities
Royalty
As part of the acquisition of the Cliff’s Head production licence the Company agreed to pay a royalty of US$5 per barrel to the seller of the asset when the oil price reaches US$70 per barrel. At the date of the acquisition, the short to medium term forecast oil price has not reached US$70/bbl and the Company has not recognised a potential liability for this contingency.
Contingent payable
During the prior period the Group completed the acquisition of a 15% interest in TP/15 from Whitebark Energy Limited (subject to regulatory procedural approvals). The sale and purchase agreement include clauses for the payment of two amounts which are contingent on the milestones below:
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$1 million payable on a successful appraisal outcome which is to be settled either 100% in cash or 50% in cash and shares in the Company (at the election of the seller); and
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$1 million on the delivery of first oil from the prospect.
Indonesian arbitration
The Company received a successful outcome, and the matter is now closed.
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TRIANGLE ENERGY (GLOBAL) LIMITED CONDENSED NOTES TO THE CONSOLIDATED INTERIM FINANCIAL REPORT HALF-YEAR ENDED 31 DECEMBER 2020
5 Additional disclosures
5.3 Segment reporting
| Half-Year ended 31 December 2020 Segment Revenue Expenses Interest income Finance expenses Depreciation and amortisation Share of associates loss Deferred taxes and PRRT Impairment expenses Segment net operating (loss) after tax Half-Year ended 31 December 2019 Segment Revenue Expenses Interest income Finance expenses Depreciation and amortisation Share of associates profit/(loss) Deferred taxes and PRRT Segment net operating (loss) after tax Segment assets At 31 December 2020 At 30 June 2020 Segment liabilities At 31 December 2020 At 30 June 2020 |
Oil Production Australian Corporate $ $ 3,649,190 - 4,485 8,785 (2,973) (3,290) (375,754) (28,287) - (30,000) 452,201 - (3,155,217) - (3,980,215) (1,058,461) 7,672,084 - 3,518 852 - - (470,594) (4,089) 345,522 - (1,628,639) - 921,214 (1,137,666) 16,712,481 12,267,773 21,025,006 7,345,562 (24,951,675) (758,687) (25,283,985) (803,194) |
Consolidated $ 3,649,190 13,270 (6,263) (404,041) (30,000) 452,201 (3,155,217) |
|---|---|---|
| (5,038,676) | ||
| 7,672,084 4,370 - (474,683) 345,522 (1,628,639) |
||
| (216,452) | ||
| 28,980,254 28,370,568 (25,710,362) (26,087,179) |
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D I R E C T O R S ’ D E C L A R A T I O N
In the opinion of the directors of Triangle Energy (Global) Limited:
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(a) the financial statements and notes set out on pages 18 to 40 are in accordance with the Corporations Act 2001 , including:
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(i) giving a true and fair view of the consolidated entity’s financial position as at 31 December 2020 and of its performance for the half-year ended on that date; and
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(ii) complying with Accounting Standards AASB 134 Interim Financial Reporting , the Corporations Regulations 2001 and other mandatory professional reporting requirements; and
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(b) there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable.
Signed in accordance with a resolution of the directors.
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Tim Monckton
Chairman
Dated at Perth, Western Australia this 15[th] day of March 2021.
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INDEPENDENT AUDITOR’S REVIEW REPORT
To the members of Triangle Energy (Global) Limited
Report on the Condensed Half-Year Financial Report
Conclusion
We have reviewed the accompanying half-year financial report of Triangle Energy (Global) Limited (“the company”) which comprises the condensed consolidated statement of financial position as at 31 December 2020, the condensed consolidated statement of profit or loss and other comprehensive income, the condensed consolidated statement of changes in equity and the condensed consolidated statement of cash flows for the half-year ended on that date, notes comprising a summary of significant accounting policies and other explanatory information, and the directors’ declaration, for the Group comprising the company and the entities it controlled at the half-year end or from time to time during the half-year.
Based on our review, which is not an audit, we have not become aware of any matter that makes us believe that the half-year financial report of Triangle Energy (Global) Limited does not comply with the Corporations Act 2001 including:
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(a) giving a true and fair view of the Group’s financial position as at 31 December 2020 and of its performance for the half-year ended on that date; and
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(b) complying with Accounting Standard AASB 134 Interim Financial Reporting and the Corporations Regulations 2001 .
Basis for conclusion
We conducted our review in accordance with ASRE 2410 Review of a Financial Report Performed by the Independent Auditor of the Entity . Our responsibilities are further described in the Auditor’s responsibilities for the review of the financial report section of our report. We are independent of the company in accordance with the auditor independence requirements of the Corporations Act 2001 and the ethical requirements of the Accounting Professional and Ethical Standards Board’s APES 110 Code of Ethics for Professional Accountants (including Independence Standards) (the Code) that are relevant to our audit of the annual financial report in Australia. We have also fulfilled our other ethical responsibilities in accordance with the Code.
Responsibility of the directors for the financial report
The directors of the company are responsible for the preparation of the half-year financial report that gives a true and fair view in accordance with 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 half-year financial report that gives a true and fair view and is free from material misstatement, whether due to fraud or error.
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Auditor’s responsibility for the review of the financial report
Our responsibility is to express a conclusion on the interim financial report based on our review. ASRE 2410 requires us to conclude whether we have become aware of any matter that makes us believe that the interim financial report is not in accordance with the Corporations Act 2001 including giving a true and fair view of the Group’s financial position as at 31 December 2020 and its performance for the half-year ended on that date, and complying with Accounting Standard AASB 134 Interim Financial Reporting and the Corporations Regulations 2001 .
A review of a interim financial report consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with Australian Auditing Standards and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.
Independence
In conducting our review, we have complied with the independence requirements of the Corporations Act 2001 .
HLB Mann Judd Chartered Accountants
D I Buckley Partner
Perth, Western Australia 15 March 2021
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