XSTATE RESOURCES LIMITED - Annual Report 2016

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XSTATE RESOURCES LIMITED ABN 96 009 217 154

ANNUAL FINANCIAL REPORT For the year ended 31 December 2016

XSTATE RESOURCES LIMITED CONTENTS

Page Corporate Directory ..................................................................................................................................... 1 Review of Operations .................................................................................................................................. 2 Directors’ Report ......................................................................................................................................... 8 Auditor’s Independence Declaration ......................................................................................................... 20 Corporate Governance Statement ............................................................................................................ 21 Consolidated Statement of Financial Position ........................................................................................... 29 Consolidated Statement of Profit or Loss .................................................................................................. 30 Consolidated Statement of Comprehensive Income ................................................................................. 31 Consolidated Statement of Changes in Equity .......................................................................................... 32 Consolidated Statement of Cash Flows .................................................................................................... 34 Notes to the Consolidated Financial Statements ...................................................................................... 35 Directors’ Declaration ................................................................................................................................ 65 Independent Audit Report ......................................................................................................................... 66 Stock Exchange Information ..................................................................................................................... 69

XSTATE RESOURCES LIMITED CORPORATE DIRECTORY

CORPORATE DIRECTORY

Directors

Mr Cosimo Damiano Mr Chris Hodge Mr Ian Tchacos Mr David McArthur

Secretary

Mr David McArthur

Registered and Principal Office

Level 2, 55 Carrington Street Nedlands WA 6009

Website: www.xstate.com.au

Telephone: +61 8 9423 3200 Facsimile: +61 8 6444 7408

Postal Address

PO Box 584 Fremantle WA 6959

Auditors

BDO Audit (WA) Pty Ltd 38 Station Street Subiaco WA 6000

Bankers

ANZ Banking Group Limited Level 6, 77 St Georges Terrace Perth WA 6000

Share Registry

Advanced Share Registry Services 110 Stirling Highway Nedlands WA 6009

ASX Code

Shares: XST

Legal Form of Entity

Public Company

Country of Incorporation and Domicile

Australia

XSTATE RESOURCES LIMITED REVIEW OF OPERATIONS For the year ended 31 December 2016

REVIEW OF OPERATIONS

Overview

Xstate Resources Limited is listed on the Australian Stock Exchange (ASX: XST). The Group is primarily involved in oil and natural gas exploration.

At 31 December 2016, Xstate had 621,792,718 shares on issue and 1,640 shareholders. Its Top 20 holders held 284,593,029 shares or 45.41% of the Company’s issued capital.

The Financial Year

On 13 April 2016, the Company issued 58,265,423 fully paid shares at 0.5 cents per share via a private placement to raise $291,327 before costs.

On 14 April 2016, the Company entered into a Letter of Intent (LOI) with Sunset Exploration Inc to acquire various interests in three conventional onshore fields in California. The Company decided not to proceed with the acquisition due to risks identified during the due diligence period.

On 14 June 2016, the Company issued 300,000,000 fully paid shares at 1.0 cent per share to raise $3 million for working capital purposes as approved by shareholders on 31 May 2016.

On 29 June 2016, the Company issued 25,465,600 fully paid shares at 0.5 cents per share for conversion of a $125,000 Convertible Note and interest payable ($2,328) as approved by shareholders on 31 May 2016.

Sacramento Basin Farm-out

On 10 August 2016, the Company entered into an agreement to farm out part of its working interest in the onshore California Area of Mutual Interest held by Xstate (“XST”) and its partner Sacgasco (“SGC”) Limited (the “AMI”) to private company Bombora Natural Energy Pty Ltd (“BNE”). BNE will fund the licensing of additional oil and gas leases over highly prospective prospects in the Northern Sacramento Basin.

BNE will earn a 20% Working Interest (“WI”) in up to 9 natural gas prospects that have already been mapped in the AMI by providing staged funding of up to $400,000.

Xstate has agreed to sell down a 6% WI, with the remaining 14% interest provided by Sacgasco Limited.

BNE will provide funding in two stages, with funds being utilised by the AMI partners to acquire additional acreage of highly prospective leases containing prospects and leads identified by AMI partner SGC from seismic. XST anticipates making progress announcements after material leases have been secured.

Initial funding of $200,000 from BNE will focus on securing 3 Prospects in which Bombora will earn 20%.

BNE will have the option to fund a further A$200,000 of leasing to earn a 20% interest in an additional 6 prospects (6% from Xstate and 14% from Sacgasco).

Upon Bombora funding A$400,000 in lease costs, the Working Interests in the AMI will be:

Entity	Before	After
Xstate Resources Limited (ASX: XST)	30%	24%
Sacgasco Limited (ASX: SGC)	70%	56%
Bombora Natural Energy Pty Ltd	0%	20%

XSTATE RESOURCES LIMITED REVIEW OF OPERATIONS For the year ended 31 December 2016

LA Basin Oil Field Acquisition

On 4 November 2016 Xstate (“Xstate” or the “Company”) announced that it had entered into a Letter of Intent “LOI” subject to funding and due diligence to acquire a working interest in two Los Angeles Basin oil fields- the Sansinena oil field located nearby the City of La Habra, and the East LA oil field located in Los Angeles.

The acquisition secured existing production, production enhancement and associated development drilling potential as well as appraisal opportunities within the Sansinena Field. The fields are operated by Matrix Oil Corp (“Matrix”)., which holds a 50% equity interest in the fields. Xstate intends to acquire its working interest from a private investor group that will retain a 25.5% gross working interest in the oil fields.

Xstate previously announced a strategic shift to focus on low risk conventional production opportunities onshore USA targeting underperforming at or near the bottom of the oil price cycle. The Sansinena field is the first step towards transforming Xstate into a USA conventional oil and gas producer and explorer focused on building a material cash flow and production asset base with the potential for significant growth to complement its existing exploration portfolio.

The Sansinena field represents an ideal investment opportunity for Xstate that is well suited to its growth strategy. The field already has economic production with numerous low risk well recompletion and development drilling opportunities as well as exploration potential. The current production and future development opportunities exist in proven reservoirs between 1,500 to 5,000 feet containing 15 - 32 degree API oil. The fields contain a large independently assessed undeveloped reserve potential as well as a large acreage position of approximately 3,450 gross acres. The economics of the field are enhanced by low royalties (approximately 15%) low well decline rates (2-3% per annum). The reserve and resource potential including the forecast production profile will be fully described at the conclusion of Phase 1 due diligence.

This acquisition with associated drilling investment options provides an excellent platform from which Xstate can grow. Expected cash flow from the workover program can be used for further development and appraisal activities and other projects that are currently under review. The location of the assets adjacent to other oil discoveries also provides opportunities for growth and aggregation.

This acquisition provides cash flow, production infrastructure and more importantly access to growth opportunities consistent with Xstate’s revised business strategy to generate value for shareholders through low risk field development, appraisal and production enhancement opportunities.

It is vitally important when working in the USA for joint venture interests to be aligned. Xstate will have the opportunity to work with an experienced onshore Californian operator, Matrix Oil Corp. who has partnered with a sophisticated financial investor. The joint venture will benefit from the operator’s management team’s past activities at the adjacent Whittier Main and West fields, providing economies of scale in operating costs and production operations.

As a result of this transaction Xstate will develop on the ground operational capability and gain access to commercially aligned operational relationships in California, which will enable the identification, purchase and enhancement of additional production opportunities in line with the Company’s investment strategy.

Proposed Gross Working Interests1	Sansinena Field	East Los Angeles Field
Matrix Oil Corp. (Operator)	50.0%	50.0%
Private Group	25.5%	25.5%
Xstate Resources Limited	24.5%	24.5%

XSTATE RESOURCES LIMITED REVIEW OF OPERATIONS For the year ended 31 December 2016

Los Angeles Basin – Field Location Map

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Source: Californian Division of Oil, Gas, and Geothermal

Forward Plan

Completion was initially targeted for February 2017
Effective date is January 1, 2016
Acquisition was subject to customary due diligence and mutually satisfactory Purchase and Sales Agreement
Reserves to be booked following completion of financial close

Due diligence was completed on 22 December 2016 and Xstate executed a Purchase and Sales Agreement (PSA) on 22 December 2016.

During due diligence, Xstate was extremely impressed with the quality of the asset and Matrix Oil Corp. (“Matrix”) the operator. Matrix has accomplished significant recent productivity gains and cost reductions leveraging their own experience from the successful optimisation of adjacent fields, which are in analogous reservoir settings. Importantly a significant percentage of the productivity gains and cost reductions are sustainable in the long term thereby providing an excellent platform from which the joint venture can pursue Sansinena’s multi-well inventory of proven undeveloped drilling locations.

The unique nature of the multilayered reservoirs in the North East position of the LA basin where oil pay is ‐ encountered at depths from 200 500 metres with up to 1500 meters of gross pay, means that wells recover substantial reserves on a per well basis from a relatively small drainage area. As a result, a substantial reserve of undrained oil potential exists within close proximity to existing well bores with low technical risk. Importantly the commerciality of proven but yet to be developed reserves (“PUDs”) is enhanced by the shallow and predictable nature of drilling, the ability to use existing well bores, as well as existing drilling pads and surface facilities.

XSTATE RESOURCES LIMITED REVIEW OF OPERATIONS For the year ended 31 December 2016

Netherland Sewell & Associates Inc. (“NSA”) has completed its analysis of the Sansinena field, which supports the Company’s prior analysis. The Proven reserves are in line with prior estimates, however the Probable and Possible ‐ reserve categories have been revised downwards (between 5 10%, mostly due to more conservative oil pricing assumption) which the Company considers immaterial to the overall transaction given the large premium of asset value to acquisition cost.

On 19 December 2016, the company advised that it had agreed to enter into a series of subscription agreements to raise $25,000,000 before costs at 3.8 cps, representing a premium of more than 2.0x the last traded price of 1.8cps. The Company entered into binding letters of offer with four sophisticated Asian investors who are subscribing for shares. No investor will hold more than 15% of the company on a diluted capital basis post raising.

In total the capital raising will result in Xstate issuing 657,894,736 fully paid shares at $0.038 cps to raise $25,000,000 representing 51.4% of the issued capital on a post issue basis. The issue of the shares pursuant to the subscription agreement was approved by shareholders on 31 January 2017.

On 28 March 2017, the Company advised the market that funds under the subscription agreement had still not been received, and that the vendor of the Los Angeles Basin assets being acquired by the Company had agreed to extend the time for settlement of the acquisition whilst the transfer of funds out of Indonesia is being finalised.

Company strategy

Xstate currently has a solid base from which to build a successful E&P company onshore in the USA. Accordingly, the company is focussed on longer term strategic value creation than short-term activity.

Specifically, the company’s strategy is as follows:

to secure a suitable farminee(s) to drill or otherwise evaluate its existing high impact multi-TCF appraisal and exploration assets in the Sacramento Basin
to continue to screen and pursue the acquisition of low risk production assets in multiple proven hydrocarbon basins
to build a production portfolio with diversity, materiality and follow-up potential focused on low risk conventional production enhancement and development drilling
to prudently manage cash in order to keep operating and administrative costs to a minimum

Project review

New Ventures

Concurrent with the Company’s existing Sacramento Basin gas assets, Xstate announced a strategic shift to focus on low risk conventional production opportunities onshore USA targeting underperforming or distressed assets at or near the bottom of the oil price cycle.

The Company remains focused on assets with proven upside which are in production rather than shut in. This ensures that the facilities are functioning, all required environmental and regulatory approvals are in place and importantly, in the case of onshore production acquisitions, a viable water disposal solution is in place.

California is one of the world’s most prolific oil and gas provinces, with well over 100 years of continuous oil and gas production. The state of California has extensive infrastructure and support facilities with abundant opportunities that Xstate Board believe the Company is well positioned to acquire and enhance.

Xstate has an active business evaluation program targeting producing assets and is advancing discussions in relation to other potential transactions, such discussions at advanced stages. The agreement for the acquisition of the Sansinena and East LA Oil Fields is the commencement of this program.

XSTATE RESOURCES LIMITED REVIEW OF OPERATIONS For the year ended 31 December 2016

Exploration

Sacramento Basin Joint Venture – Onshore Northern California

Exploration leases have continued to be maintained within the Sacramento Basin during the quarter. Xstate has a working interest (WI) of between 10% and 25% in lease areas, which cover conventional gas prospects.

Dempsey Conventional Gas Prospect (XST 10% WI)

The Dempsey prospect remains the current focus of the Joint Venture’s exploration activities, primarily because of the potential for near term production given the prospect’s location beneath the joint ventures existing production facilities.

The Dempsey well’s proposed depth is 3,200m and is estimated to cost between US$3.5 and US$4.0mm to drill (based on a 100% equity with Xstate’s share between US$350,000 and US$400,000).

Alvares Conventional Gas Prospect (XST 25% WI)

The Alvares gas appraisal project provides the opportunity to appraise a large anticline originally drilled in 1982, which encountered extensive gas, shows and flowed gas to surface.

Production

Sacramento Basin

Rancho ‐ Capay Gas Field (XST 10% WI in 4 wells) & Los Medanos Gas Field (XST 10% WI in 3 wells)

Xstate acquired a working interest in minor gas production rights in the Sacramento Basin onshore California in 2013. The purpose of the acquisition was to acquire the leases for further exploration and to access an extensive 3D seismic database from which to generate new exploration opportunities.

Production for the year was as follows:

Production	2016	2015
Gross mcf (Thousand Cubic Feet of Gas)	57,143	155,483
Net XST mcf (after royalty)	3,929	10,674

Production was reduced during 2016 due to reduced availability of pipelines while maintenance was performed, and natural production decline.

XSTATE RESOURCES LIMITED – PROJECT LIST	XSTATE RESOURCES LIMITED – PROJECT LIST
Project name	Location	Working Interest

Alvares Prospect	Sacramento Basin Onshore Northern California	25%

Dempsey Prospect	Sacramento Basin Onshore Northern California	10%

California AMI Prospects	Sacramento Basin Onshore Northern California	24%

Rancho‐Capay Gas Field	Sacramento Basin Onshore Northern California	10%

Los Medanos Gas Field	Sacramento Basin Onshore Northern California	10%

Projects are continuously reviewed for their strategic fit and are expected to be modified over time to
reflect industry conditions.

XSTATE RESOURCES LIMITED REVIEW OF OPERATIONS For the year ended 31 December 2016

Corporate summary

The directors of Xstate Resources believe the Company is well positioned to deliver significant shareholder value on the back of its plans to pursue its revised strategy of adding low operating cost conventional oil and gas production as well as undeveloped reserves to the Company’s portfolio.

Financial results and condition

The loss for the financial year ended 31 December 2016 attributable to members of Xstate Resources Limited after income tax was $1,036,227 (2015: loss of $1,527,322).

The Group has a working capital surplus of $1,325,356 (2015: deficit $55,383) and net cash inflows of $1,424,374 (2015: outflow $466,445).

The Company remains acutely aware of the current economic climate and continues to implement cost-reduction measures across the business.

Summary of results

Revenue from ordinary activities Other income Loss before income tax Income tax expense Loss attributable to owners of Xstate Resources Other comprehensive income / (loss) Underlying loss per share (cents) Shares in issue at reporting date Weighted average number of shares	2016 2015 $ $ 17,099 3,850 19,360 52,158 (1,035,151) (1,526,259) (1,076) (1,063)
	(1,036,227) (1,527,322) 61 (2,703)
	(0.23) (0.77) 621,792,718 238,061,695 457,625,651 199,040,722

Planned Activity - 2017

The Company will seek to implement the growth strategies as outlined in the review of operations above.

Competent person statement

The technical information provided has been compiled by Mr Chris Hodge, non-executive Director of Xstate Resources Limited. Mr Hodge is a qualified petroleum geologist with over 35 years technical, commercial and management experience in exploration for, appraisal and development, and transportation of oil and gas and mineral and energy resources. Mr Hodge has reviewed the results, procedures and data contained in this report and has consented to the inclusion of the above information in the form and context in which it appears.

XSTATE RESOURCES LIMITED DIRECTORS’ REPORT For the year ended 31 December 2016

DIRECTORS’ REPORT

The Directors present their report together with the financial statements of Xstate Resouces Limited (the Company) and of the Group, being the Company and its subsidiaries for the financial year ended 31 December 2016 and the auditor’s report thereon.

1. DIRECTORS

The directors of the Company at any time during or since the end of the financial year are:

	Name and independence	Experience, qualifications, special responsibilities and other directorships
	status
	Cosimo Damiano	Cosimo Damiano brings to Xstate extensive commercial and finance experience and asset familiarity on the ground in Xstate's core areas of interest in the USA. Mr. Damiano’s experience involves the strategic analysis and financial modelling of oil & gas companies for global investment banks and energy commodity trading companies in a principal investment role. This experience has provided Mr. Damiano with a strong commercial understanding and analytical analysis of financing oil and gas assets across various geographic and fiscal regimes. Mr Damiano has extensive experience in North America, representing the Mercuria Group as a Director of Upstream Investments and represented Mercuria’s Board interests in the company’s oil and gas investments throughout North America located in California and North Dakota.
	Managing Director

	Appointed: 27 October 2015

	Appointed positions: Executive Director on 27 October 2015 Managing Director on 31 May 2016 Interest in shares and options: Shares: 8,733,333 Options: 13,000,000
		Chris Hodge is a qualified geologist and petroleum geophysicist with extensive technical experience both in Australia and overseas. He has held managerial positions in major petroleum exploration and production companies and played a significant part in the growth of these companies via a mix of successful exploration and acquisition. Mr Hodge is a member of the Petroleum Exploration Society of Australia ("PESA") and the American Association of Petroleum Geologists ("AAPG"). He is also a Member of the Australian Institute of Company Directors ("MAICD") and holds a Graduate Diploma in Applied Finance and Investment. Mr Hodge was Managing Director of ASX-listed Adelphi Energy until 2010 and is currently the Exploration and Production Advisor to Mitsubishi in Australia. Mr Hodge was a Non-executive Director of Roc Oil Company Limited from 7 September 2010 until 31 December 2016. Mr Hodge is a member of the Audit and Risk Management Committee and the Nominations and Remuneration Committee.
	Chris Hodge
	Non-executive Director
	Appointed: 12 November 2013
	Appointed positions: Non-executive Director on 12 November 2013; Interest in shares and options: Shares: 7,617,339 Options: 9,000,000

XSTATE RESOURCES LIMITED DIRECTORS’ REPORT For the year ended 31 December 2016

1. DIRECTORS (continued)

	Name and independence	Experience, qualifications, special responsibilities and other directorships
	status
		David McArthur is a Chartered Accountant, having spent four years with a major international accounting firm, and has over 30 years' experience in the accounting profession. Mr McArthur has been actively involved in the financial and corporate management of a number of public listed companies over the past 28 years. Mr McArthur has a Bachelor of Commerce Degree from the University of Western Australia. Mr McArthur has substantial experience in capital raisings, company re- organisations and restructuring, mergers and takeovers, and asset acquisitions by public companies. Mr McArthur is an Executive Director of Lodestar Minerals Limited and a Non- executive Director of Renewable Heat & Power Limited and Shark Mitigation Systems Limited. Mr McArthur was a director of Sacgasco Limited until 1 February 2017. Mr McArthur is Chair of the Audit and Risk Management Committee and is a member of the Nominations and Remuneration Committee.
	David McArthur
	Non-executive Director

	Appointed: 3 September 2013
	Interest in shares and options: Shares: 14,993,699 Options: 9,000,000
	Ian Tchacos Non-executive Director	Mr Tchacos is a mechanical engineer with over 25 years international experience in corporate development and strategy, mergers and acquisitions, exploration, development and production, operations, marketing and finance. He has a proven management track record in a range of international company environments. In his last appointment as Managing Director of Nexus Energy, he was responsible for the company's development from an onshore micro cap explorer to an ASX top 200 onshore producer and operator. Mr Tchacos is a Non-executive Director of ADX Energy Limited and Riedel Resources Limited. Mr Tchacos is a member of the Audit and Risk Management Committee and is Chair of the Nominations and Remuneration Committee.

	Appointed: 12 August 2014 Interest in shares and options: Shares: 4,532,019 Options: 9,000,000

2. COMPANY SECRETARY

Mr David McArthur was appointed to the position of Company Secretary on 29 October 1999.

XSTATE RESOURCES LIMITED DIRECTORS’ REPORT For the year ended 31 December 2016

3. DIRECTORS’ MEETINGS

The number of meetings of the Company’s Board of Directors held during the year ended 31 December 2016, and the number of meetings attended by each director was:

Director	Full meetings of directors	Full meetings of directors	Meeting of audit and risk	Meeting of audit and risk
			management committee
		No. of meetings		No. of meetings
	No. of meetings	held whilst	No. of meetings	held whilst
	attended	a director	attended	a director
Cosimo Damiano	8	8	-	-
Chris Hodge	8	8	1	1
David McArthur	8	8	2	2
Ian Tchacos	8	8	2	2

4. PRINCIPAL ACTIVITIES

The principal activity of the Group during the course of the financial year was oil and natural gas exploration.

5. OPERATING AND FINANCIAL REVIEW

Information on the operations and financial position of the Group and its strategies and prospects is set out in the Review of Operations at the beginning of this Annual Report.

Significant changes in the state of affairs

In the opinion of the directors there were no matters that significantly affected the state of affairs of the Group during the financial year, other than those matters referred to in the overview above.

6. DIVIDENDS

The directors recommend that no dividend be provided for the year ended 31 December 2016 (2015: Nil).

7. LIKELY DEVELOPMENTS

The Group will continue to pursue its strategy to further develop its exploration portfolio in California, USA.

8. EVENTS SUBSEQUENT TO REPORTING DATE

Other than the matters disclosed in note 6.7 of the notes to the consolidated financial statements, there have been no matters or circumstances that have arisen since the end of the financial year that have significantly affected, or may significantly affect, the operations of the Group, the results of these operations, or the state of affairs of the Group in future financial years.

9. ENVIRONMENTAL REGULATION

The Group is subject to significant environmental regulation in relation to its exploration activities. It aims to ensure that the highest standard of environmental care is achieved, and that it complies with all relevant environmental legislation. The Directors are not aware of any breaches during the period covered by this report.

XSTATE RESOURCES LIMITED DIRECTORS’ REPORT For the year ended 31 December 2016

10. SHARE OPTIONS

Options granted to directors of the Group

During or since the end of the reporting period, the Company granted options for no consideration over unissued ordinary shares in the Company to the following directors as part of their remuneration:

			Exercise
		Number of	price
		options	per option
	Grant date	granted	cents	Expiry date
Executive directors
Cosimo Damiano	31-Jan-17	13,000,000	5	31-Dec-20
Non-executive directors
Chris Hodge	31-Jan-17	9,000,000	5	31-Dec-20
Ian Tchacos	31-Jan-17	9,000,000	5	31-Dec-20
David McArthur	31-Jan-17	9,000,000	5	31-Dec-20

These options were provided at no cost to the recipients. Issue of these options was approved by shareholders at a General Meeting on 31 January 2017.

Unissued shares under options

At the date of this report unissued ordinary shares of the Company under option are:

	Exercise price
Expiry date	cents	Number of shares
31-Dec-20	5	42,000,000

All unissued shares are ordinary shares of the Company.

These options do not entitle the holder to participate in any share issue of the Company.

Further details in relation to the share-based payments to directors are included in the Remuneration Report.

Shares issued on exercise of options

During or since the end of the financial year, no shares were issued as a result of the exercise of options.

Options expired

22,000,000 options expired during the reporting period (31 December 2015: 17,000,000 options expired).

11. INDEMNIFICATION AND INSURANCE OF OFFICERS AND AUDITORS

During the financial year, the Company paid an insurance premium of $35,382 (2015: $20,548) to insure the directors and key management of the Group.

The liabilities insured are legal costs that may be incurred in defending civil or criminal proceedings that may be brought against the officers in their capacity as officers of the Group, and any other payments arising from liabilities incurred by the officers in connection with such proceedings. This does not include such liabilities that arise from conduct involving a wilful breach of duty by the officers or the improper use by the officers of their position or of information to gain advantage for themselves or someone else or to cause detriment to the Group. It is not possible to apportion the premium between amounts relating to the insurance against legal costs and those relating to other liabilities.

XSTATE RESOURCES LIMITED DIRECTORS’ REPORT For the year ended 31 December 2016

11. INDEMNIFICATION AND INSURANCE OF OFFICERS AND AUDITORS (continued)

The Group has agreed to indemnify each of the directors and the company secretary of the Company and its controlled entity, against all liabilities to another person (other than the Company or a related body corporate) that may arise from their position as directors and company secretary of the company and its controlled entities, except where the liability arises out of conduct involving a lack of good faith. The agreement stipulates that the Company will meet the full amount of any such liabilities, including costs and expenses.

No agreements have been entered into to indemnify the Group’s auditors against any claims by third parties arising from their report on the Annual Financial Statements.

12. NON-AUDIT SERVICES

The Group may decide to employ the auditor on assignments additional to their statutory audit duties where the auditor’s expertise and experience with the Group are important.

The Board has considered the non-audit services provided during the year by the auditor and is satisfied that the provision of these non-audit services during the year by the auditor is compatible with, and did not compromise, the auditor independence requirements of the Corporations Act 2001 for the following reasons:

all non-audit services were subject to the corporate governance procedures adopted by the Company; and
the non-audit services provided do not undermine the general principles relating to auditor independence as set out in APES 110 Code of Ethics for Professional Accountants , as they did not involve reviewing or auditing the auditor’s own work, acting in a management or decision making capacity for the Company, acting as an advocate for the Company or jointly sharing risks and rewards.

Details of the amounts paid to the auditor of the Company, BDO Audit (WA) Pty Ltd, and its related practices for nonaudit services provided during the year are set out below:

Taxation services *BDO Audit (WA) Pty Ltd* Tax compliance services Total remuneration for non-audit services	2016 $ 2015 $ 8,660 21,670
	8,660 21,670

13. PROCEEEDINGS ON BEHALF OF THE GROUP

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

XSTATE RESOURCES LIMITED DIRECTORS’ REPORT For the year ended 31 December 2016

14. REMUNERATION REPORT - AUDITED

The Directors present the Company’s 2016 Remuneration Report prepared in accordance with the Corporations Act 2001. The Report sets out the detailed remuneration information for Non-executive Directors, Executive Directors and other Key Management Personnel (KMP) of the Group.

The report contains the following sections:

(a) Remuneration governance
(b) Executive remuneration strategy and framework
(c) Board and management changes
(d) Service contracts
(e) Non-executive director remuneration
(f) Key management personnel remuneration
(g) Other KMP disclosures
(h) Voting and comments made at the Company’s 2015 Annual General Meeting

(a) Remuneration governance

The remuneration of directors and key management is the responsibility of the Remuneration and Nomination Committee.

(b) Executive remuneration strategy and framework

Remuneration is referred to as compensation throughout this report.

Compensation levels for key management personnel of the Group are set to attract, retain and motivate appropriately qualified and experienced Directors and Executives. As the Group’s principal activities during the year were new ventures and exploration / evaluation, measurement of remuneration policies against financial performance is not considered relevant. The measurement of remuneration policies considered a range of factors including budget performance, delivery of results and timely completion of development programmes.

The objective of the Group's reward framework is to ensure that remuneration policies and structures are fair and competitive. The Board ensures that remuneration satisfies the following criteria for reward:

 competitiveness and reasonableness;
 transparency;
 attracts and retains high calibre executives; and
 rewards capability and experience.

Executive remuneration mix

The remuneration of the Managing Director and other KMP can be structured as a mix of fixed remuneration and variable “at risk” remuneration through short-term and long-term incentive components.

Fixed compensation

Fixed compensation consists of base compensation plus employer contributions to superannuation funds (unless otherwise stated). Compensation levels are reviewed annually by the Board through a process that considers individual and overall performance of the Group, and compares compensation to ensure it is comparable and competitive within the market in which the Group operates.

Fixed compensation is not “at risk” but is appropriately benchmarked and set with reference to role, responsibilities, skills and experience.

Performance-linked compensation

Performance-linked compensation can consist of both short-term and longer-term remuneration. Performance-linked remuneration is not based on specific financial indicators such as earnings or dividends as the Group is at the exploration and development stage. Vesting of long term incentives is based on the share price performance of the Group, which is considered an appropriate measure of the outcome of overall performance. There is no separate profit-share plan.

XSTATE RESOURCES LIMITED DIRECTORS’ REPORT For the year ended 31 December 2016

14. REMUNERATION REPORT – AUDITED (continued)

(b) Executive remuneration strategy and framework (continued)

Long-term incentive

Long-term incentives (LTI) can comprise share options and/or performance rights (PR), which are granted from time to time to encourage sustained performance in the realisation of strategic outcomes and growth in shareholder value. Options and rights are granted for no consideration and do not carry voting rights or dividend entitlements.

The Company adopted an Employee Share Options Scheme (ESOS) effective 31 January 2014. Under the ESOS, the Company may grant options to Company eligible employees to motivate and reward their performance in their respective roles up to a maximum of 10% of the Company’s total issued ordinary shares at the date of the grant. The fair value of share options granted is estimated using the Black-Scholes Simulation model.

The Company has awarded options to directors and consultants.

Consequences of performance on shareholder wealth

The overall level of key management personnel compensation takes into account the performance of the Company over a number of years, although no remuneration is directly linked with financial performance.

Financial performance in respect of the current financial year and the previous four financial years is detailed below:

Shareholder returns	2016	2015	2014	2013	2012
					Restated
Net loss attributable to equity holders ($)	(1,036,166)	(1,530,025)	(1,485,283)	(1,368,998)	(2,562,319)
Basic EPS (cents)	(0.23)	(0.77)	(0.88)	(1.17)	(2.54)
Share price at year end (cents)	2.40	0.5	1.0	3.5	1.5
Market capitalisation ($)	14,923,025	1,190,308	1,821,292	4,911,460	1,513,220
Net tangible (liabilities) / assets (NTA) ($)	1,295,307	(79,484)	387,186	272,605	759,174
NTA Backing (cents)	0.21	(0.03)	0.21	0.19	0.75

During the financial years noted above, there were no dividends paid or other returns of capital made by the Company to shareholders. The Group’s financial performance is impacted by a number of factors.

As the Group is still in the exploration phase of its operations, and as such does not generate revenue, the share price and thus the Company’s market capitalisation is the only indicator of the Group’s overall performance.

(c) Board and management changes

On 31 May 2016 Xstate announced a Board restructure to reflect an alignment with the Company’s strategic positioning and proposed future activities in California. The key change was the appointment of Cosimo Damiano as Managing Director. Mr Damiano, who has been a Director of the Company since 27 October 2015, has extensive commercial and finance experience and asset familiarity on the ground in the Company’s cores areas of interest in the USA. His appointment to the role of Managing Director will assist the Company to pursue, assess and secure funding for a strategy of adding low operating cost conventional oil and gas production as well as undeveloped reserves to the Company’s portfolio.

Mr Chris Hodge, who was previously Managing Director, remains on the Board as a non-executive Director.

XSTATE RESOURCES LIMITED DIRECTORS’ REPORT For the year ended 31 December 2016

14. REMUNERATION REPORT – AUDITED (continued)

(d) Service contracts

On appointment to the Board, all non-executive directors enter into a letter of appointment with the Company specifying their functions and duties as a Director.

Executive remuneration and other terms of employment are formalised in service agreements. The service agreements outline the components of compensation paid to the Executives and key management personnel (KMPs) but do not prescribe how compensation levels are modified year by year. Compensation levels are reviewed each year to take into account cost of living changes, any change in the scope of the role performance by KMPs and any changes required to meet the principles of the compensation policy. The major provisions of the agreement relating to remuneration are set out below.

		Employee	Employer		Termination
Name	Term of agreement	notice period	notice period	Base salary	Benefit(iii)
Cosimo	Ongoing from 1 January
Damiano	2017	3 months	12 months	$150,000(i)	12 months’ base
David	Ongoing from 1 January				l
McArthur	2017	12 months	12 months	$50,000(ii)	12 months’ base
					l

(i) Base salary is inclusive of superannuation and quoted as at the year ended 31 December 2016;

(ii) Base salary is exclusive of superannuation and quoted as at the year ended 31 December 2016;

(iii) Termination benefits are payable upon early termination by the Company, other than for gross misconduct. They are equal to base salary for the notice period;

(e) Non-executive directors

Total compensation for all non-executive directors, last voted upon by shareholders on 19 May 2011, is not to exceed $400,000 per annum and is based on comparative roles in the external market. The base fee for all non-executive directors, including the Chairman, for the year ended 31 December 2016 was $32,500 per annum. Fees and payments to non-executive directors reflect the demands which are made on, and the responsibilities of, the directors. Non-executive directors’ fees and payments are reviewed by the Remuneration and Nomination Committee and they do not receive cash performance related compensation.

The base fees were increased to $36,000 per annum, effective from 1 January 2017. The revised fees, which were approved by the Board on 11 January 2017, are inclusive of the statutory superannuation amount and cover all main board activities and memberships of sub-committees.

In addition to their base fees, non-executive directors may also receive payment for consultancy services at $1,500 per day plus reimbursable expenses. The contracts have a 12 months’ termination clause.

XSTATE RESOURCES LIMITED DIRECTORS’ REPORT

For the year ended 31 December 2016

14. REMUNERATION REPORT - AUDITED (continued)

(f) Key management personnel remuneration

Name		Short-term employee benefits	Short-term employee benefits	Post- employment benefits	Share based payments	Share based payments
		Salary and Non- monetary fees (A) benefits (B) $ $	Total $	Super- annuation $	Shares *(C) $	Options $	Total $
Executive directors Cosimo Damiano Non-executive directors Chris Hodge David McArthur Ian Tchacos Sub-total non-executive directors’ remuneration
	2016	91,104 8,846	99,950	7,230	65,000	-	172,180
	2015	6,000 1,151	7,151	-	-	-	7,151
	2016	32,500 8,845	41,345	-	-	-	41,345
	2015	32,500 6,466	38,966	-	-	-	38,966
	2016	79,680 8,846	88,526	7,570	-	-	96,096
	2015	79,680 6,465	86,145	7,570	-	-	93,715
	2016	32,495 8,845	41,340	-	-	-	41,340
	2015	32,497 6,466	38,963	-	-	-	38,963
	2016	144,675 26,536	171,211	7,570	-	-	178,781
	2015	144,677 19,397	164,074	7,570	-	-	171,644
Total key management personnel remuneration	2016	235,779 35,382	271,161	14,800	65,000	-	350,961
	2015	150,677 20,548	171,225	7,570	-	-	178,795

* As approved by shareholders on 31 January 2017, on 3 February 2017 5,000,000 shares were issued to Mr Cosimo Damiano pursuant to his having achieved certain performance milestones under his contract (refer note 6.1). Accounting standards require that the fair value be assessed at 31 December 2016 since the full amount had been expensed during that period when the vesting milestones had been achieved. The fair value was assessed as $65,000.

XSTATE RESOURCES LIMITED DIRECTORS’ REPORT For the year ended 31 December 2016

14. REMUNERATION REPORT - AUDITED (continued)

(f) Key management personnel remuneration (continued)

Notes in relation to the table of directors’ remuneration

(A) During the reporting period certain key management persons were paid for commercial, arms-length consulting services. The total quantum of these transactions as disclosed in note 6.3 of the notes to the consolidated financial statements was:
Chris Hodge $41,784 (2015: $22,500)
David McArthur $84,000 (2015: $84,000)  Ian Tchacos $17,638 (2015: $17,250)
(B) Comprises Directors and Officers insurance premiums;
(C) The fair value of shares granted was determined using the share price at grant date.

(g) Analysis of bonuses included in remuneration

No short-term incentive cash bonuses have been awarded as remuneration to directors of the Company.

(h) Other KMP disclosures

All options refer to options over ordinary shares of Xstate Resources Limited, which are exercisable on a one-for-one basis under the ESOS.

Loans from a director

David McArthur provided cash loans to the Company, repayable within 6 months or when the Company is in a financial position to do so, accruing interest at 7% per annum, pro rata. These loans, including accrued interest, were repaid on 3 May 2016.

Options over equity instruments granted as compensation

During the reporting period, no options were issued to directors of the Company.

Exercise of options granted as compensation

During the reporting period, no shares were issued on the exercise of options previously granted as compensation.

Options over equity instruments

The movement during the reporting period, by number of options over ordinary shares of Xstate Resources Limited held, directly, indirectly or beneficially, by each key management person, including their related parties, is as follows:

				Vested and
	Held at		Held at	exercisable at
	1 January		31 December	31 December
	2016	Expired	2016	2016
Non-executive directors
David McArthur	2,250,000	(2,250,000)	-	-

XSTATE RESOURCES LIMITED DIRECTORS’ REPORT For the year ended 31 December 2016

14. REMUNERATION REPORT - AUDITED (continued)

(h) Other KMP disclosures (continued)

Movements in shares

The movement during the reporting period in the number of ordinary shares in Xstate Resources Limited held, directly, indirectly or beneficially, by each key management person, including their related parties, is as follows:

Held at 1 January 2016	Purchases Held at 31 December 2016
Executive directors Cosimo Damiano - Non-executive directors Chris Hodge 7,117,339 David McArthur 11,945,529 Ian Tchacos 4,348,967	3,733,333 3,733,333 500,000 7,617,339 3,048,170 14,993,699 183,052 4,532,019

(i) Voting and comments at the Company’s 2015 Annual General Meeting

The Company received 99.96% of “yes” votes on its remuneration report for the 31 December 2015 financial year. The Company did not receive any specific feedback at the annual general meeting or throughout the year on its remuneration practices.

THIS IS THE END OF THE REMUNERATION REPORT – AUDITED.

XSTATE RESOURCES LIMITED DIRECTORS’ REPORT For the year ended 31 December 2016

15. LEAD AUDITOR’S INDEPENDENCE DECLARATION

A copy of the auditor’s independence declaration as required under section 307C of the Corporations Act 2001, is included in the Directors’ Report for the financial year ended 31 December 2016.

This Directors' Report is made in accordance with a resolution of the Directors.

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COSIMO DAMIANO

Managing Director

Dated at Perth, Western Australia this 29[th] day of March 2017.

Tel: +61 8 6382 4600 38 Station Street Fax: +61 8 6382 4601 Subiaco, WA 6008 www.bdo.com.au PO Box 700 West Perth WA 6872 Australia

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DECLARATION OF INDEPENDENCE BY DEAN JUST TO THE DIRECTORS OF XSTATE RESOURCES LIMITED

As lead auditor of Xstate Resources Limited for the year ended 31 December 2016, I declare that, to the best of my knowledge and belief, there have been:

No contraventions of the auditor independence requirements of the Corporations Act 2001 relation to the audit; and
No contraventions of any applicable code of professional conduct in relation to the audit.

This declaration is in respect of Xstate Resources Limited and the entities it controlled during the period.

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Dean Just Director

BDO Audit (WA) Pty Ltd

Perth, 29 March 2017

BDO Audit (WA) Pty Ltd ABN 79 112 284 787 is a member of a national association of independent entities which are all members of BDO Australia Ltd ABN 77 050 110 275, an Australian company limited by guarantee. BDO Audit (WA) Pty Ltd and BDO Australia Ltd are members of BDO International Ltd, a UK company limited by guarantee, and form part of the international BDO network of independent member firms. Liability limited by a scheme approved under Professional Standards Legislation, other than for the acts or omissions of financial services licensees.

XSTATE RESOURCES LIMITED CORPORATE GOVERNANCE STATEMENT

CORPORATE GOVERNANCE STATEMENT

The 2016 Corporate Governance Statement is dated as at 31 December 2016 and reflects the corporate governance practices in place throughout the 2016 financial year.

Xstate Resources Limited (the Company) is committed to achieving and demonstrating the highest standards of Corporate Governance. The Board continues to review the framework and practices to ensure that they meet the best interests of shareholders. The Company and its controlled entities together are referred to as the Group in this statement.

A description of the Group’s main corporate governance practices is set out below. All these practices, unless otherwise stated, were in place for the entire year. Additionally, they comply with the 3[rd] edition of the ASX Corporate Governance Principles and Recommendations.

Board of Directors

Role of the Board

The primary responsibilities of the Board of Directors are set out in a written policy and include:

Establishment of long-term goals of the Group and strategic plans to achieve these goals;
Monitoring the achievement of these goals;
Review of the management accounts and reports to monitor the progress of the Group;
Review and adoption of budgets for the financial performance of the Group and monitoring the results on a regular basis to assess performance;
Review and approval of the annual and interim financial reports;
Nominating and monitoring the external auditor;
Approving all significant business transactions;
Appointing and monitoring senior management;
All remuneration, development and succession issues;
Ensuring the Group has implemented adequate systems of risk management and internal control together with appropriate monitoring of compliance activities;
Overseeing the process for making timely and balanced disclosure of all material information that a reasonable person would expect to have a material effect on the price or value of the Company’s securities;
Ensuring that the Company has a suitably qualified Company Secretary who shall be accountable directly to the Board, through the chair, on all matters to do with the proper functioning of the Board; and
Ensuring that the Company reports on its measurable objectives in relation to gender diversity and assesses annually both the objectives and progress in achieving gender diversity.

The Board evaluates this policy on an ongoing basis.

Board composition

The Directors' Report contains details of the Directors' skills, experience and education. The Board seeks to establish a Board that consists of Directors with an appropriate range of experience, skill, knowledge and vision to enable it to operate the Group's business with excellence. To maintain this, the Group's policy is that Executive Directors should serve at least 3 years. At the completion of the first 3 years, the position of the Director is reviewed to ascertain if circumstances warrant a further term.

The specific skills that the Board collectively bring to the Company include:

Industry Experience / technical qualification
Commercial experience

XSTATE RESOURCES LIMITED CORPORATE GOVERNANCE STATEMENT

Board composition (continued)

Public company experience
Analytical expertise
Financial expertise
Risk management experience
Strategic planning experience
Strategic leadership experience
Corporate Governance expertise
Communications experience
Inter personal experience

The Board comprises an Executive Director, one Non-Executive Director and two Non-Executive Independent directors. A written agreement is entered into with each Director and Senior Executive of the Company setting out the terms of their employment.

The chair of each of the sub committees formed by the Board has specific skills in the area for which they are responsible.

The Board does not have a Director with legal experience, as any legal work required is out sourced to external lawyers.

Directors’ details are set out in the Directors' Report.

The Board, through the Nomination Committee, is primarily responsible for identifying potential new Directors and has the option to use an external consulting firm to identify and approach possible new candidates for Directorship. When a vacancy exists, or where it is considered that the Board would benefit from the services of a new director with particular skills, candidates with the appropriate experience, expertise and diversity are considered. Each incumbent Director is given the opportunity to meet with each candidate on a one to one basis. The full Board then appoints the most suitable candidate.

The Board undertakes appropriate checks before appointing a person as a Director or putting forward to shareholders a candidate for election as a Director.

The Board ensures that shareholders are provided with all material information in the Board’s possession relevant to a decision on whether or not to elect or re-elect a Director.

The appointment of the Directors must be approved by the majority of the Shareholders at the first Annual General Meeting after the appointment.

Retirement and re-election of directors

The Constitution of the Company requires one third of Directors (or the number nearest one third, rounded up), other than the Managing Director, to retire from office at each Annual General Meeting. Directors who have been appointed by the Board are required to retire from office at the next Annual General Meeting and are not taken into account in determining the number of Directors to retire at that Annual General Meeting. Retiring Directors are eligible for reelection by Shareholders. No Director shall hold office for a period of three years without seeking re-election.

Independence of directors

The Board has reviewed the position and association of each of the Directors in the office at the date of this report and considers that two Directors are independent. In considering whether a Director is independent, the Board has regard to the independence criteria in ASX Corporate Governance Principles and Recommendations Principle 2 and other facts, information and circumstances that the Board considers relevant. The Board assesses the independence of new Directors upon appointment and reviews their independence, and the independence of the other Directors, as appropriate.

XSTATE RESOURCES LIMITED CORPORATE GOVERNANCE STATEMENT

Independence of directors (continued)

The Board considers that Messrs Chris Hodge and Ian Tchacos meet the criteria in Principle 2. They have no material business or contractual relationship with the Group, other than as Directors, and no conflicts which could interfere with the exercise of independent judgement. Accordingly, they are considered to be independent.

Director education

All new Directors complete an induction process. The non-executive directors are given every opportunity to gain a better understanding of the business, the industry, and the environment within which the Group operates, and are given access to continuing education opportunities to update and enhance their skills and knowledge. The Board are specifically provided the opportunity to enhance their financial, regulatory and compliance skills in relation to public companies through external courses.

Independent professional advice

With prior approval of the Chairman, each Director has the right to seek independent legal and other professional advice at the Group's expense concerning any aspect of the Group's operations or undertakings in order to fulfil their duties and responsibilities as Directors.

Board performance review

The performance of all Directors is assessed through review by the Board as a whole of a Director's attendance at and involvement in Board meetings, their performance and other matters identified by the Board or other Directors. Significant issues are actioned by the Board. Due to the Board's assessment of the effectiveness of these processes, the Board has not otherwise formalised measures of a Director's performance.

The Directors conducted an internal performance evaluation of the Members of the Board during the reporting period. External advisers were not used.

Director remuneration

Details of the Group's remuneration policies are included in the "Remuneration Report" section of the Directors Report.

(a) Non-Executive Directors are remunerated by cash payments (including statutory superannuation) and will not be provided with any benefits for ceasing to be a Director. Non-executive directors may be offered performance based remuneration by way of options or Incentive share rights. The Board acknowledges the grant of options or incentive share rights to non- executive directors is contrary to Recommendation 8.3 of The Corporate Governance Principles and Recommendations, however the Board considers the grant of such options and share rights is reasonable in the circumstances for the following reasons:
(i) the grant of options or incentive shares to non- executive directors will align the interests of the nonexecutive directors with those of Shareholders;
(ii) the grant of the options or incentive shares is a reasonable and appropriate method to provide cost effective remuneration as the non-cash form of this benefit will allow the Company to spend a greater proportion of its cash reserves on its operations than it would if alternative cash forms of remuneration were given to the non-executive directors; and
(iii) it is not considered that there are any significant opportunity costs to the Company or opportunities foregone by the Company in granting the non-executive directors options or incentive shares.
(b) The Executive Director is remunerated by both fixed remuneration and equity performance based remuneration, subject to obtaining all regulatory approvals from shareholders. A reasonable period of notice of termination is required and is detailed in the Executive's employment contract.

XSTATE RESOURCES LIMITED CORPORATE GOVERNANCE STATEMENT

Managing Business Risk

The Group maintains policies and practices designed to identify and manage significant risks including:

regular budgeting and financial reporting;
procedures and controls to manage financial exposures and operational risks;
the Group's business plan;
corporate strategy guidelines and procedures to review and approve the Group's strategic plans; and
establish and assess a Group Risk profile which identifies all significant risks to the group and controls in place to minimise or mitigate risk.

The Board reviews these systems and the effectiveness of their implementation annually and considers the management of risk at its meetings. The Board may consult with the Group's external auditors on external risk matters or other appropriately qualified external consultants on risk generally, as required.

The Board receives regular reports about the financial condition and operating results of the consolidated Group. The Managing Director (or in his absence the Chairman) and Chief Financial Officer (or someone who fulfils the role that would otherwise be performed by a CFO) annually provide a formal statement to the Board that in all material respects and to the best of their knowledge and belief:

the Group's financial reports present a true and fair view of the Group's financial condition and operational results and are in accordance with relevant accounting standards; and
the Group's risk management and internal control systems are sound, appropriate and operating efficiently and effectively.

The Company assesses its exposure to economic, environmental and social sustainability risks as part of the Group Risk profile. The Board assesses the likely impact of changes and implements strategies to minimise exposure to these specific risks.

Due to its size and activities the Company does not have an internal audit function. The Board has determined that the established internal controls for the Company, combined with the work of the audit committee and the risk management committee, at this stage satisfactorily address the function that would otherwise be dealt with by an internal audit function.

Internal Controls

Procedures have been established at the Board and Executive management levels that are designed to safeguard the assets and interests of the Group, and to ensure the integrity of reporting. These include accounting, financial reporting and internal control policies and procedures. To ensure these established procedures are being followed, the Directors:

ensure appropriate follow-up of significant audit findings and risk areas identified;
review the scope of the external audit to align it with Board requirements; and
conduct a detailed review of published accounts.

Audit and Risk Management Committee

The role of the Audit and Risk Management Committee is documented in a Charter which is approved by the Board of Directors. In accordance with this Charter, all members of the Committee must be Non-Executive Directors.

The primary role of the Audit Committee is to:

Assist the Board in fulfilling its overview of the audit process;
Assist the Board in overviewing financial reporting;
Assist the Board in fulfilling its overview of the systems of internal control which the Board and management have established;
Monitor, review and recommend the adoption of the financial statements of the Company;

XSTATE RESOURCES LIMITED CORPORATE GOVERNANCE STATEMENT

Audit and Risk Management Committee (continued)

Regularly review the adequacy of accounting, internal controls, reporting and other financial management systems and practices of the Company;
Review the financial report and other financial information distributed externally;
Review any new accounting policies to ensure compliance with Australian Accounting Standards and generally accepted accounting principles;
Improve the quality of the accounting function;
Review audit reports to ensure that if major deficiencies or breakdowns in controls or procedures are identified, appropriate and prompt remedial action is taken by management;
Review the nomination and performance of the auditor;
Liaise with external auditors and ensure that the annual and half-year statutory audits are conducted in an effective manner;
Monitor the establishment of appropriate ethical standards;
Monitor the procedures in place to ensure compliance with the Corporations Act 2001 , Australian Accounting Standards and Australian Securities Exchange Listing Rules and all other regulatory requirements; and
Address any matters outstanding with the auditors, the Australian Taxation Office, the Australian Securities and Investments Commission, the Australian Securities Exchange and financial institutions.

The members of the Audit and Risk Management Committee for the Company at the date of this report were:

Mr David McArthur – non-executive director (Chair)
Mr Ian Tchacos – independent non-executive director
Mr Chris Hodge – independent non-executive director

The auditors and the Managing Director are invited to attend Audit Committee meetings at the discretion of the Committee. The Committee met two times during the year.

Remuneration and Nomination Committee

The Remuneration and Nomination Committee operates in accordance with its Charter. The main responsibilities of the Remuneration Committee are:

Determine remuneration policies and remuneration of Directors;
Determine remuneration and incentive policies of Key Executives;
Determine the Group recruitment, retention and termination policies and procedures for senior management;
Determine and review incentive schemes;
Ensure all Directors and senior executives have a written agreement setting out the terms of their appointment;
Evaluate senior executive performance on an annual basis. This occurred during the 2016 financial year;
Determine and review superannuation arrangements of the Group;
Determine and review professional indemnity and liability insurance for Directors and senior management;
Review the Board composition to ensure the Board has the correct balance of skills and expertise;
Appointment of the Managing Director and the Company Secretary;
Approve the recommendation for the appointment of key management personnel presented to the Committee by the Managing Director;
Performance appraise the Board members and the Managing Director;
Succession planning for Board members and the Managing Director;
Approve the recommended succession planning for key management personnel presented to the Committee by the Managing Director; and
Identify, evaluate and recommend candidates for the Board, the position of Managing Director and the position of Company Secretary.

XSTATE RESOURCES LIMITED CORPORATE GOVERNANCE STATEMENT

Remuneration and Nomination Committee (continued)

If required, the committee can seek independent external advice from consultants with specific industry experience relevant to the Company’s remuneration assessment. External advice was not obtained during the 2016 year.

Specific policies and procedures regarding remuneration determination are contained within the Directors Report.

The members of the Remuneration and Nomination Committee for the Company at the date of this report were:

Mr Ian Tchacos – independent non-executive director (Chair)
Mr David McArthur – non-executive director
Mr Chris Hodge – independent non-executive director

The Committee did not meet during the year.

Ethical Standards

In pursuit of the highest level of ethical standards, the Group has adopted a Code of Conduct which establishes the standards of behaviour required of Directors and employees in the conduct of the Group's affairs. This code is provided to all Directors and employees. Unethical behaviour is to be reported to the Group's Managing Director (or in his absence, the Chairman) as soon as possible.

The Code of Conduct is based on respect for the law, and acting accordingly, dealing with conflicts of interest appropriately, using the consolidated entity's assets responsibly and in the best interests of the Company, acting with integrity, being fair and honest in dealings, treating other people with dignity and being responsible for actions and accountable for the consequences.

Trading in the Company's Securities by Directors and Employees

The Board has adopted a policy in relation to dealings in the securities of the Group which applies to all Directors and employees. Under the policy, Directors are prohibited from short-term or "active" trading in the Group's securities and Directors and employees are prohibited from dealing in the Group's securities whilst in the possession of price sensitive information. The Company's Managing Director (or in his place the Chairman) must be notified of any proposed transactions in the Company’s shares.

This policy is provided to all Directors and employees. Compliance with it is reviewed on an on-going basis in accordance with the Company's risk management systems.

Continuous Disclosure

The Group has in place a continuous disclosure policy, a copy of which is provided to all Group officers and employees who may from time to time be in possession of undisclosed information that may be material to the price or value of the Group's securities.

The continuous disclosure policy aims to ensure timely compliance with the Company's continuous disclosure obligations under the Corporations Act 2001 and ASX Listing Rules and to ensure officers and employees of the Group understand these obligations.

The procedure adopted by the Group is essentially that any information which may need to be disclosed must be brought to the attention of the Chairman, who, in consultation with the Board (where practicable) and any other appropriate personnel (including external advisors if deemed appropriate) will consider the information and whether disclosure is required. If disclosure is deemed necessary, an appropriate announcement will be prepared for release to the market as soon as possible.

At least once every 12 months’ period, the Board will review the company's compliance with this continuous disclosure policy and update it from time to time, if necessary.

XSTATE RESOURCES LIMITED CORPORATE GOVERNANCE STATEMENT

Shareholders

The Board aims to ensure that Shareholders are kept fully informed of all major developments affecting the Group. Information is communicated to Shareholders as follows:

As the Company is a disclosing entity, regular announcements are made to the Australian Securities Exchange in accordance with the Group's disclosure policy, including the half-year review, the year-end audited accounts and an Annual Report;
The Board ensures the Annual Report includes relevant information about the operations of the Group during the year, changes in the state of affairs and details of future developments;
Shareholders are advised in writing of key issues affecting the Group by effective use of the Group's share registry or electronically via the website;
Shareholders are provided the opportunity to receive communications electronically through the Company’s share registry;
Any proposed major changes in the Group's affairs are submitted to a vote of Shareholders, as required by the Corporations Act 2001 and the Australian Securities Exchange Listing Rules;
The Board encourages full participation of Shareholders at the Annual General Meeting to ensure a high level of accountability and identification of the Group's strategies and goals. All Shareholders who are unable to attend these meetings are encouraged to communicate or ask questions by writing to the Group; and
The external auditor is requested to attend the Annual General Meetings to answer any questions concerning the audit and the content of the auditor's report.

The Board reviews this policy and compliance with it on an ongoing basis.

Diversity Policy

The Group is committed to workplace diversity at all levels and recognises the benefits arising from employee and Board diversity. The benefits include a broader pool of high quality employees, improved employee retention, accessing different perspectives and ideas, and benefitting from all available talent.

The Group recognises that diversity includes matters of age, disability, ethnicity, marital and family status, religion and culture, sexual orientation and gender identity.

The Group strives to:

Recruit and manage on the basis of an individual's competence, qualification and skills and performance;
Create a workplace culture characterised by inclusive practices and behaviours for the benefit of all staff;
Appreciate and respect the unique aspects that an individual brings to the workplace;
Where possible and practicable, increase participation and employment opportunities for indigenous people;
Create a work environment that values and utilises the contributions of employees with diverse backgrounds, experiences and perspectives through improved awareness of the benefits of workplace diversity and successful management of diversity, and at all times recognising that employees may have restrictions placed on them by domestic responsibilities outside the workplace;
Take action to prevent discrimination, harassment, vilification or victimisation;
Create awareness in all staff of their rights and responsibilities with regards to fairness, equity and respect for all aspects of diversity; and
Identify and implement programs that will assist in the development of a broader and more diverse pool of skilled and experienced employees, and to offer employees opportunities to reach management levels with the Group.

XSTATE RESOURCES LIMITED CORPORATE GOVERNANCE STATEMENT

Diversity Policy (continued)

The Board is committed to workplace diversity and has developed measurable objectives and strategies to support the framework and objectives of the Diversity Policy, and the Board is responsible for monitoring the progress of the measurable objectives through various monitoring, evaluation and reporting mechanisms. For the 2016 financial year the Boards' objectives were met by the Group. The Board assesses annually the progress and achievement of the objectives.

Percentage details	Women	Men
Women and Men employed within the Group	-	100%
Women and Men at senior management level	-	100%
Women and Men employed at Board level	-	100%
Women and Men employed by Corporate services provider	75%	25%

ASX Corporate Governance principles and recommendations not followed - "if not, why not" approach

Pursuant to the ASX Listing Rules, the Company advises that it does not comply with the following Corporate Governance Principles and Recommendations, issued by the ASX Corporate Governance Council. Reasons for the Company’s non-compliance are detailed below.

Recommendation 2.1

A majority of the Board should be independent directors

Recommendation 4.2

The audit and risk management committee should be structured so that it:

consists only of non-executive directors
consists of a majority of independent directors
is chaired by an independent chair, who is not chair of the Board
has at least three members

Recommendation 8.2

The remuneration and nomination committee should be structured so that it:

consists of a majority of independent directors
is chaired by an independent chair
has at least three members

Only two of the four directors are considered independent. In view of the size of the Company and the nature of its activities, the Board considers that the current Board structure is a cost effective and practical means of directing and managing the Company.

While the ASX Principles recommend an ideal structure for the audit and risk management and remuneration and nomination committees, they recognise that for smaller Boards it may not be possible to implement such a structure. Given the size, scale and nature of the Company’s business, the Board does not consider the non-compliance with these ASX Principles to be materially detrimental to the Company.

This statement is current as at 31 December 2016 and has been approved by the Board.

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Director - Cosimo Damiano

Director - David McArthur

XSTATE RESOURCES LIMITED FINANCIAL STATEMENTS

CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 31 DECEMBER 2016

Note Assets Cash and cash equivalents 4.1 Trade and other receivables 4.2 Prepayments Other financial assets 5.2 Total current assets Prepayment – oil and gas properties 3.1 Property, plant and equipment Trade and other receivables 4.2 Deposits and bonds Total non-current assets Total assets Liabilities Trade and other payables 4.3 Short term borrowings 5.2 Employee benefits Total current liabilities Site restoration provision 3.2 Total non-current liabilities Total liabilities Net assets / (liabilities) Equity Share capital 5.1 Reserves Accumulated losses Total equity / (deficiency) attributable to equity holders of the Company	2016 2015 $ $ 1,457,298 38,039 7,176 24,296 32,768 13,098 - 59,919
	1,497,242 135,352
	741,626 - 1,041 3,270 11,708 43,590 15,855 -
	770,230 46,860
	2,267,472 182,212
	(146,886) (129,360) - (45,123) (25,000) (16,252)
	(171,886) (190,735)
	(58,653) (70,961)
	(58,653) (70,961)
	(230,539) (261,696)
	2,036,933 (79,484)
	46,825,108 43,737,525 65,169 92,158 (44,853,344) (43,909,167)
	2,036,933 (79,484)

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

XSTATE RESOURCES LIMITED FINANCIAL STATEMENTS

CONSOLIDATED STATEMENT OF PROFIT OR LOSS FOR THE YEAR ENDED 31 DECEMBER 2016

Note Revenue from operating activities Other income 2.2 Expenses Other operating expenses Exploration expenditure Impairment of capitalised exploration expenditure Personnel expenses 2.3 Administrative expenses Professional fees Finance expenses 2.4 Other expenses Foreign exchange (loss) / gain Other gains and losses Results from operating activities Loss before income tax Income tax expense 2.5 Loss for the year from continuing operations Loss for the year Loss per share (cents per share) Basic and diluted (cents per share) 2.6	2016 2015 $ $ 36,459 56,008 (59,411) (44,076) (192,986) (178,311) - (897,321) (350,961) (186,286) (69,063) (62,711) (300,799) (217,661) (14,648) (1,522) (56,960) (9,114) (25,468) 21,622 (1,314) (6,887)
	(1,035,151) (1,526,259)
	(1,035,151) (1,526,259) (1,076) (1,063)
	(1,036,227) (1,527,322)
	(1,036,227) (1,527,322)
	(0.23) (0.77)

The above consolidated statement of profit or loss should be read in conjunction with the accompanying notes.

XSTATE RESOURCES LIMITED FINANCIAL STATEMENTS

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED 31 DECEMBER 2016

OR THE YEAR ENDED 31 DECEMBER 2016
Loss for the year Other comprehensive income Items that may be reclassified subsequently to profit or loss Foreign currency translation difference of foreign operations Total items that may be reclassified subsequently to profit or loss Total comprehensive loss for the year Loss attributable to owners of the Company Total comprehensive loss attributable to owners of the Company	2016 2015 $ $ (1,036,227) (1,527,322)
	61 (2,703)
	61 (2,703)
	(1,036,166) (1,530,025)
	(1,036,227) (1,527,322)
	(1,036,166) (1,530,025)

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

XSTATE RESOURCES LIMITED FINANCIAL STATEMENTS

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 DECEMBER 2016

Balance at 1 January 2016 Total comprehensive income for the year Loss for the year Other comprehensive income for the year Foreign exchange translation difference on foreign operations Total other comprehensive loss for the year Total comprehensive loss for the year Transactions with owners, recorded directly in equity: Contributions by and distributions to owners Issue of ordinary shares Transfer to accumulated losses on lapse of options Share-based payment transactions Capital raising costs Total contributions by and distributions to owners Total transactions with owners Balance at 31 December 2016	Share capital Translation reserve Options Reserve Performance Shares Accumulated Losses Total $ $ $ $ 43,737,525 108 92,050 - (43,909,167) (79,484)
	- - - - (1,036,227) (1,036,227) - 61 - - - 61
	- 61 - - - 61
	- 61 - - (1,036,227) (1,036,166)
	3,418,655 - - - - 3,418,655 - - (92,050) - 92,050 - - - - 65,000 - 65,000 (331,072) - - - - (331,072)
	3,087,583 - (92,050) 65,000 92,050 3,152,583
	3,087,583 - (92,050) 65,000 92,050 3,152,583
	46,825,108 169 - 65,000 (44,853,344) 2,036,933

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

XSTATE RESOURCES LIMITED FINANCIAL STATEMENTS

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 DECEMBER 2015

Balance at 1 January 2015 Total comprehensive income for the year Loss for the year Other comprehensive income for the year Foreign exchange translation difference on foreign operations Total other comprehensive loss for the year Total comprehensive loss for the year Transactions with owners, recorded directly in equity: Contributions by and distributions to owners Issue of ordinary shares Transfer to accumulated losses on lapse of options Capital raising costs Total contributions by and distributions to owners Total transactions with owners Balance at 31 December 2015	Share capital Translation reserve Options Reserve Accumulated Losses Total $ $ $ $ 43,571,491 2,811 659,200 (42,948,995) 1,284,507
	- - - (1,527,322) (1,527,322) - (2,703) - - (2,703)
	- (2,703) - - (2,703)
	- (2,703) - (1,527,322) (1,530,025)
	172,798 - - - 172,798 - - (567,150) 567,150 - (6,764) - - - (6,764)
	166,034 - (567,150) 567,150 166,034
	166,034 - (567,150) 567,150 166,034
	43,737,525 108 92,050 (43,909,167) (79,484)

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

XSTATE RESOURCES LIMITED FINANCIAL STATEMENTS

CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 31 DECEMBER 2016

Note Cash flows from operating activities Cash paid to suppliers and employees Payments for exploration, evaluation and development Interest paid Interest received Income taxes paid Net cash used in operating activities 4.1b Cash flows from investing activities Payment of deposit for oil and gas properties Payments to associate Net cash used in investing activities Cash flows from financing activities Proceeds from issue of shares and options 5.1 Proceeds from issue of convertible note Proceeds from related party loans Proceeds from settlement of loan to JV partner Payment of capital raising costs Payment of transaction costs related to loans Repayment of loans from related party Repayment of loans from / payment on behalf of JV partner Repayment of premium funding facility Net cash from financing activities Net increase / (decrease) in cash and cash equivalents Cash and cash equivalents at 1 January Effect of exchange rate fluctuations on cash held Cash and cash equivalents at 31 December 4.1a	2016 2015 $ $ (717,047) (411,977) (190,284) (148,585) (3,569) - 17,099 457 (1,076) (1,063)
	(894,877) (561,168)
	(741,626) - - (6,887)
	(741,626) (6,887)
	3,291,237 164,798 125,000 - 25,000 - 59,919 - (318,869) (6,764) (8,750) - (25,000) - (45,123) (56,424) (42,537) -
	3,060,877 101,610
	1,424,374 (466,445) 38,039 490,147 (5,115) 14,337
	1,457,298 38,039

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

XSTATE RESOURCES LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2016

SECTION 1 BASIS OF PREPARATION

In preparing the 2016 financial statements, the Company has made a number of changes in structure, layout and wording in order to make the financial statements less complex and more relevant for shareholders and other users. We have grouped notes into sections under six key categories:

Basis of preparation
Results for the year
Assets and liabilities relating to exploration and evaluation
Working capital disclosures
Equity and funding
Other disclosures

Significant accounting policies specific to one note are included within that note and where possible, wording has been simplified to provide clearer commentary on the financial report of the Group. Accounting policies determined non-significant are not included in the financial statements. There have been no changes to the Group’s accounting policies that are no longer disclosed in the financial statements.

1.1 GENERAL INFORMATION

The Company is a for-profit, listed public company domiciled in Australia. The Company’s registered office is located at Level 2, 55 Carrington Street, Nedlands, WA, 6009.

The Group is primarily involved in oil and natural gas exploration in the United States of America.

The consolidated financial statements of the Group as at and for the year ended 31 December 2016 comprise the Company and its subsidiaries (together referred to as the “Group” and individually as “Group entities”) and were authorised for issue by the Board of Directors on 29 March 2017. The financial statements are general purpose financial statements which:

have been prepared in accordance with the requirements of the Corporations Act 2001, Australian Accounting Standards (“AASBs”) and other authoritative pronouncements of the Accounting Standards Board (“AASB”). The consolidated financial statements comply with International Financial Reporting Standards (IFRSs) as issued by the International Accounting Standards Board (IASB);
have been prepared on a historical cost basis, except for share-based payments which are measured at fair value. The basis of measurement is discussed further in the individual notes;
are presented in Australian Dollars, being the Company’s functional currency. Calog LLC functional currency is United States dollar;
adopt all new and revised Australian Accounting Standards and Interpretations issued by the AASB that are relevant to the operations of the Group and effective for reporting periods beginning on or after 1 January 2016. Refer to note 6.9 for further details; and
do not early adopt any Australian Accounting Standards and Interpretations that have been issued or amended but not yet effective. Refer to note 6.10 for further details.

1.2 GOING CONCERN

The consolidated financial statements have been prepared on a going concern basis which contemplates continuity of normal business activities and realisation of assets and settlement of liabilities in the normal course of business. The Directors are satisfied the Company is a going concern, as whilst it incurred a total comprehensive loss of $1,036,166 for the period, it has a net asset position of $2,036,933 and a cash balance of $1,457,298 as at 31 December 2016.

XSTATE RESOURCES LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

1.3 BASIS OF CONSOLIDATION

The consolidated financial statements incorporate the financial statements of the Company and entities controlled by the Company (its subsidiaries) made up to 31 December each year.

Subsidiaries are entities controlled by the Group. The Group controls an entity when it is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. The financial statements of subsidiaries are included in the consolidated financial statements from the date on which control commences until the date on which control ceases.

1.4 FOREIGN CURRENCIES

The primary economic environment in which the Group operates is Australia. The consolidated financial statements are therefore presented in Australian dollars.

Transactions in foreign currencies are initially recorded in Australian dollars at the exchange rate on that day. Foreign currency monetary assets and liabilities are translated into Australian dollars at the year end exchange rate. Where there is a movement in the exchange rate between the date of the transaction and the year end, a foreign exchange gain or loss may arise. Any such differences are recognised in the income statement. Non-monetary assets and liabilities measured at historical cost are translated into Australian dollars at the exchange rate on the date of the transaction.

1.5 IMPAIRMENT

Non-financial assets

At each reporting date, the Group reviews the carrying amount of its non-financial assets, other than DTA’s, to determine whether there is any indication of impairment. If any such indication exists, then the asset’s recoverable amount is estimated.

The recoverable amount of an asset is the greater of its value in use and its fair value less costs to sell. Value in use is based on the estimated future cash flows, discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset or CGU.

An impairment loss is recognised if the carrying amount of an asset exceeds it recoverable amount. Impairment losses are recognised in profit or loss.

1.6 ACCOUNTING JUDGEMENTS AND ESTIMATES

In preparing these consolidated financial statements, management has made judgements, estimates and assumptions that affect the application of the Group’s accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to estimates are recognised prospectively.

Information about judgements made in applying accounting policies that have the most significant effects on the amounts recognised in the consolidated financial statements and information about assumptions and estimation uncertainties that have a significant risk of resulting in material adjustment are included in the following notes:

Note 1.2 - Going concern
Note 2.5 - Income tax expense
Note 3.2 - Site restoration
Note 6.1 - Share-based payments

XSTATE RESOURCES LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

SECTION 2 RESULTS FOR THE YEAR

This section focuses on the results and performance of the Group, with disclosures including segmental information, components of the operating profit, taxation and earnings per share.

Key estimates and assumptions in this section

Deferred taxation

The Group has unrecognised carry forward tax losses which can be utilised against future taxable profits. Given that the Group is not yet in production, the tax asset has not yet been recognised.

2.1 OPERATING SEGMENTS

Information about reportable segments

The Group has identified its operating segments on the internal reports that are reviewed and used by the Board of Directors (chief operating decision makers) in assessing performance and determining the allocation of resources.

The Group currently operates in one operating segment being oil and gas exploration and evaluation.

Reportable segments disclosed are based on aggregating leases where the evaluation and exploration interests are considered to form a single project. This is indicated by:

having the same ownership structure;
exploration being focused on the same petroleum resource or type of petroleum resource; and
exploration programs targeting the leases as a group, indicated by the use of the same exploration team, shared geological data and knowledge across the leases.

Unless otherwise stated, all amounts reported to the Board of Directors as the chief decision maker with respect to operating leases, are determined in accordance with AASB 8 Operating Segments .

There have been no changes to the basis of segmentation or the measurement basis for the segment profit or loss since 31 December 2015.

2.2 OTHER INCOME

Accounting Policy

Other income is recognised when the amount can be reliably measured and control of the right to receive the income be passed to the Group.

Finance income

Interest is recognised using the effective interest method.

Note Other operating income (i) Finance income Other	2016 2015 $ $ 18,611 52,158 17,099 3,850 749 -
	36,459 56,008

(i) A by-product of exploration leases acquired in the Capay and Los Medanos gas fields is a working interest in minor gas production rights in the Sacramento Basin onshore California.

XSTATE RESOURCES LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

2.3 PERSONNEL EXPENSES AND EMPLOYEE BENEFITS

Accounting Policy

Short-term employee benefits

Short-term employee benefits are expensed as the related service is provided. A liability is recognised for the amount expected to be paid if the Group has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee and the obligation can be estimated reliably.

Other long-term employee benefits

The Group’s net obligation in respect of long-term employee benefits is the amount of the future benefit that employees have earned in return for their services in the current and prior periods. That benefit is discounted to determine its present value. Re-measurements are recognised in profit or loss in the period in which they arise.

Share-based payments

The policy relating to share-based payments is set out in note 6.1.

The table below sets out personnel costs expensed during the year.

Note Directors remuneration 6.3 Other wages and salaries Employee contributions to defined contribution plans Other associated personnel expenses	2016 2015 $ $ 350,961 178,795 - 5,618 - 1,677 - 196
	350,961 186,286

2.4 FINANCE COSTS

Accounting Policy

Finance costs comprise interest expense on borrowings. Interest expense on short term borrowings is recognised as it accrues in profit or loss, using the effective interest method.

Note Interest expense on financial liabilities measured at amortised cost Convertible notes 5.2 Loans from JV partner Premium funding facility 5.2 Related party loans 5.2 Other finance charges Net finance income recognised in profit or loss	2016 2015 $ $ 2,328 - 1,443 1,522 1,868 - 259 - 8,750 -
	14,648 1,522

XSTATE RESOURCES LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

2.5 INCOME TAX EXPENSE

Accounting Policy

Income tax expense comprises current and deferred tax. Current tax assets and liabilities are measured at the amount expected to be recovered from, or paid to, the taxation authorities. Current tax is based on tax rates enacted or substantively enacted at the reporting date.

Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amount of assets and liabilities in the financial statements and the corresponding tax base used for calculating taxable profits. Deferred tax balances are disclosed net to the extent that they relate to taxes levied by the same authority and the Group has the right of set-off.

Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probably that taxable profits will be available against which deductible temporary differences can be utilised.

The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the assets to be recovered. Deferred tax is measured at the tax rates that are expected to be applied to the temporary differences when they reverse, based on substantively enacted rates at the reporting date.

Income taxes relating to items recognised directly in equity are recognised in equity and not in the income statement.

(a) Amounts recognised in profit or loss

Current tax benefit Current period Adjustment for prior periods Deferred tax benefit Origination and reversal of temporary differences Total income tax benefit	2016 2015 $ $ (143,207) (134,008) 1,076 1,063 143,207 134,008
	1,076 1,063

XSTATE RESOURCES LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

2.5 INCOME TAX EXPENSE (continued)

(b) Reconciliation of effective tax rate

) Reconciliation of effective tax rate
Loss for the period Total income tax benefit / (expense) Profit / (Loss) excluding income tax Income tax using the Group’s domestic tax rate of 28.5% (2015: 30%) Non-deductible expenses Adjustment for prior periods Timing differences not brought to account Tax losses not brought to account Tax Losses Unused tax losses for which no deferred tax asset has been recognised Potential tax benefit at 28.5% (2015: 30%)	2016 2015 $ $ (1,036,227) (1,527,322) 1,076 1,063
	(1,035,151) (1,526,259)
	(295,018) (457,878) 159,257 345,981 1,076 1,063 (7,446) (22,111) 143,207 134,008
	1,076 1,063
	2,366,745 1,882,714
	674,522 564,814

All unused tax losses were incurred by Australian entities.

Potential future income tax benefits of up to $674,522 (2015: $564,814) attributed to tax losses have not been brought to account because the directors do not believe it is appropriate to regard realisation of the future income tax benefits as probable.

The benefit of these tax losses will only be obtained if:

i) future assessable income is derived of a nature and of an amount sufficient to enable the benefit to be realised;
ii) the conditions for deductibility imposed by tax legalisation continue to be complied with;
iii) no changes in tax legislation adversely affect the Group in realising the benefit; and
iv) satisfaction of either the continuity of ownership or the same business test.

XSTATE RESOURCES LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

2.5 INCOME TAX EXPENSE (continued)

(c) Unrecognised deferred tax assets and liabilities

Deferred tax assets (DTAs) and liabilities have not been recognised in respect of the following items:

Trade and other payables Employee benefits Carry forward tax losses Other DTAs not brought to account	2016 2015 $ $ 727 7,316 7,125 4,876 674,522 564,814 1,048 547
	683,422 577,553

There were no unregistered deferred tax liabilities.

2.6 LOSS PER SHARE

(a) Basic loss per share

Earnings / (loss) per share (EPS) is the amount of post-tax profit or loss attributable to each share.

The calculation of basic loss per share at 31 December 2016 has been based on the loss attributable to ordinary shareholders and weighted average number of ordinary shares outstanding.

Diluted EPS takes into account the dilutive effect of all potential ordinary shares, being share options on issue.

Loss per share attributable to ordinary shareholders

Net loss attributable to ordinary shareholders - $ Issued ordinary shares at 1 January Effect of shares issued Weighted average number of ordinary shares at 31 December Basic loss per share (cents) Diluted loss per share (cents) *	2016 2015 (1,036,227) (1,527,322)
	238,061,695 182,129,185 219,563,956 16,911,537
	457,625,651 199,040,722 (0.23) (0.77) (0.23) (0.77)

At 31 December 2016, no options (2015: 22,000,000 options) were excluded from diluted weighted average number of ordinary shares calculation as their effect would have been anti-dilutive.

XSTATE RESOURCES LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

SECTION 3 ASSETS AND LIABILITIES SUPPORTING EXPLORATION AND EVALUATION

This section focuses on the assets and liabilities which form the core of the ongoing business, including those assets and liabilities which support ongoing exploration and evaluation as well as capital and other commitments existing at the year end.

Key estimates and assumptions in this section

Site restoration

Provisions for the costs of rehabilitation, decommissioning and restoration of the area disturbed during mining activities depends on the legal requirements at the date of decommissioning, the costs and timing of work and the discount rate to be applied.

3.1 PREPAYMENT – OIL AND GAS PROPERTIES

Accounting Policy

Oil and gas properties are stated at cost less accumulated depreciation and impairment charges. Oil and gas properties include construction, installation or completion of production and infrastructure facilities such as pipelines and platforms, development wells and the cost of dismantling and restoration. Subsequent capital costs, including major maintenance, are included in the asset’s carrying amount only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. Otherwise, costs are charged to the statement of profit or loss during the financial year in which they are incurred.

When production commences, the accumulated costs for the relevant area of interest are amortised on a unit of production method based on the ratio of actual production to remaining proved reserves (P1) as estimated by independent petroleum engineers over the life of the area according to the rate of depletion of the economically recoverable reserves.

The carrying amount of producing assets is reviewed annually by directors to ensure it is not in excess of the recoverable amount from these assets. The recoverable amount of an asset is the greater of its fair value less costs to sell and its value in use. In assessing value in use, an asset’s estimated future cash flows are discounted to their present value using a post-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. Where an asset does not generate cash flows that are largely independent from other assets or groups of assets, the recoverable amount is determined for the cash generating unit to which the asset belongs. For producing assets, the estimated future cash flows for the valuein-use calculation are based on estimates, the most significant of which are 2P hydrocarbon reserves. Estimates of future commodity prices are based on the Group’s best estimate of future market prices with reference to external market analysts’ forecasts, current spot prices and forward curves. Future commodity prices are reviewed at least annually.

An assets carrying amount is written down to the recoverable amount if the assets carrying amount is greater than its estimated recoverable amount.

		2016	2015
		$	$
Prepayment for	24.5% WI in Sansinena & East LA Basin oil and gas
fields		741,626	-

On 22 December 2016, the Company paid $670,980 (US$500,000) as a non-refundable deposit to acquire a 24.5% working interest for US$13 million in the Sansinena and East Los Angeles oil and gas fields. Under the revised terms of the PSA, the effective date of the agreement is 1 January 2017.

In addition to the deposit, associated expenses related to the deal have been capitalised.

XSTATE RESOURCES LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

3.2 PROVISIONS

Accounting Policy

Provisions

Provisions are determined by discounting the expected future cash flow at a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability. The unwinding of the discount is recognised as finance costs.

Site restoration

In accordance with the Group’s published environment policy and applicable legal requirements, a provision for site restoration in respect of contaminated and disturbed land, and the related expense, is recognised when the land is contaminated or disturbed.

At each reporting date the site rehabilitation provision is re-measured to reflect any changes in discount rates and timing or amounts of the costs to be incurred. Such changes in the estimated liability are accounted for prospectively from the date of the change and re-added to, or deducted from, the related asset where it is possible that future economic benefits will flow to the entity.

The non-current site restoration provision of $58,653 (2015: $70,961) is in respect of the Group's on-going obligation for the environmental rehabilitation of the Sacramento Basin onshore California area of interest. The timing of rehabilitation expenditure is dependent on the life of the oil field which may vary in the future. The nature of restoration activities includes restoration, reclamation and revegetation of affected areas. The Company continues to work with the Californian authorities with regards to the planning and timing of the rehabilitation.

Movement in carrying amounts Opening balance Amounts utilised Effects of foreign exchange Closing balance	2016 2015 $ $ (70,961) (63,496) 13,431 - (1,123) (7,465)
	(58,653) (70,961)

3.3 COMMITMENTS

Office rent

Not less than one year

7,782 -

XSTATE RESOURCES LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

SECTION 4 WORKING CAPITAL DISCLOSURES

This section focuses on the cash funding available to the Group and working capital position at year end.

4.1 CASH AND CASH EQUIVALENTS

Accounting Policy

Cash and cash equivalents comprise cash balances and call deposits with maturities of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value.

(a) Reconciliation of cash and cash equivalents

a) Reconciliation of cash and cash equivalents
		2016	2015
	Note	$	$
Cash and cash equivalents in the statement of cash flows	6.2	1,457,298	38,039

The perceived credit risk is low as cash and cash equivalents are with authorised deposit taking institutions.

(b) Reconciliation of cash flows from operating activities

Cash flows from operating activities
Loss for the period
Adjustments for:
Capitalised exploration expenditure written off
Depreciation
Equity-settled share-based payment transactions
Net finance expense / (income)
Impairment of investment in subsidiary
Impairment of investment in associate
Loss on sale of property, plant and equipment
Net profit on foreign exchange translation
Change in other receivables
Change in prepayments
Change in other operating assets
Change in trade and other payables
Change in interest bearing liabilities
Change in employee benefits
Change in provisions
Net Cash used in operating activities

2016
2015
$
$
(1,036,227)
(1,527,322)
-
897,321
916
7,201
65,000
8,000
11,168
(1,973)
-
6,887
1,314
-
5,176
(9,651)
49,002
(9,277)
(19,670)
4,503
(15,856)
-
5,323
19,399
42,537
43,601
8,748
143
(12,308)
-

(894,877)
(561,168)

XSTATE RESOURCES LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

4.2 TRADE AND OTHER RECEIVABLES

Accounting Policy

Trade receivables are recognised initially at the value of the invoice sent to the counter-party and subsequently at the amounts considered recoverable (amortised cost). Where there is evidence that the receivable is not recoverable, it is impaired with a corresponding charge to the consolidated statement of profit or loss.

Net production revenue receivable Other receivables Authorised government agencies Current Non-current	2016 2015 $ $ 11,708 43,590 824 21,450 6,352 2,846
	18,884 67,886
	7,176 24,296 11,708 43,590
	18,884 67,886

Information about the Group's exposure to credit and market risks is included in note 6.2.

4.3 TRADE AND OTHER PAYABLES

Accounting Policy

Trade payables represent liabilities for goods and services provided to the Group prior to the end of the financial year and which are unpaid. Due to their short-term nature they are measured at amortised cost and are not discounted. The amounts are unsecured and are usually paid at the end of the month following date of recognition.

Current Trade payables Other payables and accrued expenses	2016 2015 $ $ (128,328) (99,725) (18,558) (29,635)
	(146,886) (129,360)

The Group's exposure to currency and liquidity risk related to trade and other payables is disclosed in note 6.2.

XSTATE RESOURCES LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

SECTION 5 EQUITY AND FUNDING

This section focuses on the share capital, options and debt funding available to the Group at year end.

5.1 CAPITAL AND RESERVES

Accounting Policy

Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of ordinary shares and share options are recognised as a deduction from equity, net of any tax effects.

Share capital

hare capital
Movements in ordinary shares on issue: On issue at 1 January *Shares issued and expensed during* *the period:* Issue of shares at 0.8 cents each as part consideration for consulting fees Issue of shares at 0.3 cents each under Share Purchase Plan Private placement of shares at 0.5 cents each to raise working capital Private placement of shares at 1.0 cent each to raise working capital Issue of shares at 0.5 cents each for conversion of Convertible Note plus interest(1) Capital raising costs On issue at 31 December	Ordinary shares Number of shares Amount in $ 2016 2015 2016 2015 238,061,695 182,129,185 43,737,525 43,571,491 - 1,000,000 8,000 - 54,932,510 164,798 58,265,423 - 291,327 - 300,000,000 - 3,000,000 - 25,465,600 - 127,328 - - - (331,072) (6,764)
	621,792,718 238,061,695 46,825,108 43,737,525

hare capital

Movements in ordinary shares on issue:
On issue at 1 January
Shares issued and expensed during
the period:
Issue of shares at 0.8 cents each as part
consideration for consulting fees
Issue of shares at 0.3 cents each under Share
Purchase Plan
Private placement of shares at 0.5 cents each
to raise working capital
Private placement of shares at 1.0 cent each
to raise working capital
Issue of shares at 0.5 cents each for
conversion of Convertible Note plus interest(1)
Capital raising costs
On issue at 31 December

Ordinary shares
Number of shares
Amount in $
2016
2015
2016
2015
238,061,695
182,129,185
43,737,525
43,571,491
-
1,000,000
8,000
-
54,932,510
164,798
58,265,423
-
291,327
-
300,000,000
-
3,000,000
-
25,465,600
-
127,328
-
-
-
(331,072)
(6,764)

621,792,718
238,061,695
46,825,108
43,737,525

(1) Refer to note 5.2 for the terms of the convertible note.

The holders of ordinary shares are entitled to receive dividends as declared from time and are entitled to one vote per share at meetings of the Company. Option holders cannot participate in any new share issues by the Company without exercising their options.

In the event of a winding up of the Company, ordinary shareholders rank after all other shareholders and creditors and are fully entitled to any proceeds on liquidation.

All issued shares are fully paid.

The Company had no share options on issue at 31 December 2016.

XSTATE RESOURCES LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

5.1 CAPITAL AND RESERVES (continued)

Options

Movements in options on issue: On issue at 1 January Expiry of options issued on 31-Jan-14, exercisable at 6 cents each Expiry of options issued on 31-Jan-14, exercisable at 8 cents each Expiry of options issued on 31-Jan-14, exercisable at 10 cents each Expiry of options issued on 19-Feb-14, exercisable at 8 cents each Expiry of options issued on 31-May-13, exercisable at 4 cents each Expiry of options issued on 31-May-13, exercisable at 6 cents each Expiry of options issued on 31-May-13, exercisable at 8 cents each Expiry of options issued on 25-Oct-13, exercisable at 5 cents each Expiry of options issued on 04-Nov-13, exercisable at 5 cents each On issue at 31 December	Options under issue Number of shares Amount in $ 2016 2015 2016 2015 22,000,000 39,000,000 92,050 659,200 - (5,500,000) - (196,350) - (5,500,000) - (182,600) - (5,500,000) - (171,600) - (500,000) - (16,600) (6,500,000) - (19,500) - (6,500,000) - (13,650) - (6,500,000) - (10,400) - (2,000,000) - (39,000) - (500,000) - (9,500) -
	- 22,000,000 - 92,050

Movements in options on issue:
On issue at 1 January
Expiry of options issued on 31-Jan-14,
exercisable at 6 cents each
Expiry of options issued on 31-Jan-14,
exercisable at 8 cents each
Expiry of options issued on 31-Jan-14,
exercisable at 10 cents each
Expiry of options issued on 19-Feb-14,
exercisable at 8 cents each
Expiry of options issued on 31-May-13,
exercisable at 4 cents each
Expiry of options issued on 31-May-13,
exercisable at 6 cents each
Expiry of options issued on 31-May-13,
exercisable at 8 cents each
Expiry of options issued on 25-Oct-13,
exercisable at 5 cents each
Expiry of options issued on 04-Nov-13,
exercisable at 5 cents each
On issue at 31 December

Options under issue
Number of shares
Amount in $
2016
2015
2016
2015
22,000,000
39,000,000
92,050
659,200
-
(5,500,000)
-
(196,350)
-
(5,500,000)
-
(182,600)
-
(5,500,000)
-
(171,600)
-
(500,000)
-
(16,600)
(6,500,000)
-
(19,500)
-
(6,500,000)
-
(13,650)
-
(6,500,000)
-
(10,400)
-
(2,000,000)
-
(39,000)
-
(500,000)
-
(9,500)
-

-
22,000,000
-
92,050

Performance shares

erformance shares
Movements in performance shares: On issue at 1 January Approval of performance shares granted on 14-Jun-16 On issue at 31 December	Performance shares Number of shares Amount in $ 2016 2015 2016 2015 - - - - 5,000,000 - 65,000 -
	5,000,000 - 65,000 -

XSTATE RESOURCES LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

5.1 CAPITAL AND RESERVES (continued)

Nature and purpose of reserves

Options reserve

The options reserve represents the fair value of shares to be issued to directors, consultants and employees. This reserve will be transferred to capital once the shares have been issued or reversed through retained earnings if the options expire or are cancelled.

Performance shares reserve

The performance shares reserve represents the fair value of shares to be issued to directors, consultants and employees. This reserve will be transferred to capital once the shares have been issued.

Translation reserve

Exchange differences relating to the translation of the results and net assets of the Group’s foreign operations from their functional currencies to the Group’s presentation currency (i.e. Australian dollars) are recognised directly in other comprehensive income and accumulated in the foreign currency translation reserve. Exchange differences previously accumulated in the foreign currency translation reserve are reclassified to profit or loss on the disposal of the foreign operations.

5.2 LOANS AND BORROWINGS

This note provides information about the contractual terms of the Group’s interest-bearing loans and borrowings. For more information about the Group’s exposure to interest rate risk, see note 6.2.

(a) Loans and borrowings

Current Loan to joint venture partner for cash calls Loan from joint venture partner for cash calls	2016 2015 $ $ - 59,919 - (45,123)
	- 14,796

(b) Reconciliation of loans and borrowings

Balance at 1 January 2015 Loans advanced Loans & borrowings received Interest charged Balance at 31 December 2015 Loans & borrowings received Interest charged Less repaid Balance at 31 December 2016	Loans to JV partner Loans from JV partner Loans from a director Premium funding Convertible note
	- - - - - 56,424 - - - - - (43,601) 3,495 (1,522) - - -
	59,919 (45,123) - - - - - (25,000) (42,537) (125,000) - - (259) (1,868) (2,328) (59,919) 45,123 25,259 44,405 127,328
	- - - - -

XSTATE RESOURCES LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

5.2 LOANS AND BORROWINGS (continued)

Convertible Note

On 6 April 2016, the Company issued 25,000,000 8% convertible notes with a face value of 0.5 cents each, for total proceeds of $125,000. Interest was payable quarterly in arrears at a rate of 8% per annum based on the face value. The notes were convertible into ordinary shares of the parent entity, at any time at the option of the holder, or repayable within 6 months of the issue date. The conversion rate was 1 ordinary fully paid share for each note held which was based on the market price per share at the date of issue of the notes, but subject to adjustments for reconstructions of equity. The convertible notes were unsecured.

On 29 June 2016, the Company issued 25,465,600 shares at 0.5 cents each for conversion of the $125,000 convertible note and the interest payable of $2,328. The transaction was approved by shareholders on 31 May 2016.

Loan received from a director

During the year, a director provided the Company with a $50,000 loan with an interest rate of 7% pa. The loan plus interest was repaid on 3 May 2016.

XSTATE RESOURCES LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

SECTION 6 OTHER DISCLOSURES

The disclosures in this section focus on share schemes in operation and financial risk management of the Group. Other mandatory disclosures, such as details of related party transactions, can also be found here.

Key estimates and assumptions in this section

Share-based payments

The fair value of share options is measured using the binomial options pricing model. Measurement inputs include share price on measurement date, exercise price of the instrument, expected volatility (based on an evaluation of the company’s historic volatility, particularly over the historic period commensurate with the expected term) and weighted average expected life of the instruments (based on historical experience), expected dividends (if any) and the riskfree interest rate (based on government bonds). Service and non-market conditions are not taken into account in determining fair value.

6.1 SHARE-BASED PAYMENTS

Accounting Policy

The share option programme allows Group employees to receive rights to acquire shares of the Company. The grant date fair value of share-based payment awards granted to employees is recognised as an employee expense, with a corresponding increase in equity, over the period that the employees unconditionally become entitled to the awards. The amount recognised as an expense is adjusted to reflect the number of awards for which the related service and non-market vesting conditions are expected to be met, such that the amount ultimately recognised as an expense is based on the number of awards that do not meet the related service and non-market performance conditions at the vesting date. For share-based payment awards with non-vesting conditions, the grant date fair value of the share-based payment is measured to reflect such conditions and there is no true-up for differences between expected and actual outcomes.

Where the fair value of an employee share option has been recognised as a share-based payment and the option lapses on expiry, the total amount of the share-based payment expense is transferred from the share-based payment reserve to accumulated losses.

The share-based payment expense included within the consolidated statement of profit or loss can be broken down as follows:

follows:
	2016	2015
	$	$
Expensed in personnel expenses (director remuneration)
Performance shares to be issued to a director	65,000	-
Expensed in professional fees
Shares issued in part consideration for consultancy fees	-	8,000

XSTATE RESOURCES LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

6.1 SHARE-BASED PAYMENTS

Performance shares

On 27 October 2015, the Company signed a consultancy agreement with the Managing Director, Cosimo Damiano, whereby remuneration would include 5 million shares if, and when, the following criteria are satisfied:

Source, evaluate, negotiate and assist in securing finance for an asset or assets which are secured by the Company that leads to a 300% increase in the Company’s market capitalisation (to exclude any capital appreciation from any deal relating to the existing California assets); Or
Source in excess of $3 million of new equity capital at terms acceptable to the Board; And
3 years’ service with the Company.

The criteria could be amended at the discretion of the Board should the base market capitalisation prior to a suitable asset being sourced not provide an equitable performance incentive.

On 14 June 2016, the Company announced a $3 million capital raising. On this date, one of the discretionary clauses attached to the consultancy agreement with Cosimo Damiano passed resulting in the granting of 5 million shares to Cosimo Damiano, subject to shareholder approval.

Under Australian Accounting Standards AASB 2, this transaction is deemed a share-based payment and the fair value of the shares is the market price on the date the discretionary clause passed being 1.3 cents each.

XSTATE RESOURCES LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

6.1 SHARE-BASED PAYMENT PLANS (continued)

Equity-settled share option programme

The Company adopted an Employee Share Options Scheme (ESOS) effective 31 January 2014. Under the ESOS, the Company may grant options and rights to Company eligible employees to acquire securities to a maximum of 10% of the Company’s total issued ordinary shares at the date of the grant. The fair value of share options granted is estimated using the Black-Scholes option pricing model.

The options and rights vest on a time scale as specified in the ESOS and is granted for no consideration. Options and rights granted under the plan carry no dividend or voting rights. When exercisable, each option is converted into one ordinary share. The maximum term of an option is 5 years from grant date and are settled in cash.

Options may not be transferred other than to an associate of the holder.

Options

At 31 December 2016, a summary of the Group options issued and not exercised was as follows. Options are settled by the physical delivery of shares:

					Expired /		Vested and
			Exercise	Balance at	forfeited	Balance at	exercisable
Grant	Vesting	Expiry	Price	the start of	during	the end of	at the end of
date	date	date	(cents)	the year	the year	the year	the year
31-May-13	25-Jun-13	31-May-16	4.0	6,500,000	(6,500,000)	-	-
31-May-13	25-Jun-13	31-May-16	6.0	6,500,000	(6,500,000)	-	-
31-May-13	25-Jun-13	31-May-16	8.0	6,500,000	(6,500,000)	-	-
25-Oct-13	28-Oct-13	31-Dec-16	5.0	2,000,000	(2,000,000)	-	-
04-Nov-13	05-Nov-13	31-Dec-16	5.0	500,000	(500,000)	-	-
Total				22,000,000	(22,000,000)	-	-
Weighted Average Exercise Price (cents)				5.89	(5.89)	-	-

No options were granted during the year (2015: no options granted).

During the year ended 31 December 2016, 22,000,000 options expired (2015: 17,000,000 options expired).

The weighted average exercise price of outstanding shares at the end of the reporting period was nil cents (2015: 5.89 cents).

At the exercise date, the weighted average remaining contractual life of options outstanding at year end was nil years (2015: 0.48 years).

XSTATE RESOURCES LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

6.1 SHARE-BASED PAYMENT PLANS (continued)

Options

At 31 December 2015, a summary of the Group options issued and not exercised are as follows:

					Expired /		Vested and
			Exercise	Balance at	forfeited	Balance at	exercisable
Grant	Vesting	Expiry	Price	the start of	during	the end of	at the end of
date	date	date	(cents)	the year	the year	the year	the year
31-May-13	25-Jun-13	31-May-16	4.0	6,500,000	-	6,500,000	6,500,000
31-May-13	25-Jun-13	31-May-16	6.0	6,500,000	-	6,500,000	6,500,000
31-May-13	25-Jun-13	31-May-16	8.0	6,500,000	-	6,500,000	6,500,000
25-Oct-13	28-Oct-13	31-Dec-16	5.0	2,000,000	-	2,000,000	2,000,000
04-Nov-13	05-Nov-13	31-Dec-16	5.0	500,000	-	500,000	500,000
31-Jan-14	3-Feb-14	31-Dec-15	6.0	5,500,000	(5,500,000)	-	-
31-Jan-14	3-Feb-14	31-Dec-15	8.0	5,500,000	(5,500,000)	-	-
31-Jan-14	3-Feb-14	31-Dec-15	10.0	5,500,000	(5,500,000)	-	-
31-Jan-14	3-Feb-14	31-Dec-15	8.0	500,000	(500,000)	-	-
Total				39,000,000	(17,000,000)	22,000,000	22,000,000
Weighted Average Exercise Price (cents)				6.81	8.00	5.89	5.89

XSTATE RESOURCES LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

6.2 FINANCIAL RISK MANAGEMENT

Accounting Policy

Classification of financial instruments

The financial assets and liabilities of the Group are classified into the following financial statement captions in the statement of financial position in accordance with AASB 139 Financial Instruments:

Loans and receivables – separately disclosed as cash and cash equivalents and trade and other receivables;
Financial liabilities measured at amortised cost – separately disclosed as borrowings and trade and other payables

Judgement is required when determining the appropriate classification of the Group’s financial instruments. Details on the accounting policies for measurement of the above instruments are set out in the relevant note.

Recognition and de-recognition of financial assets and liabilities

The Group recognises a financial asset or liability when it becomes a party to the contract. Financial instruments are no longer recognised in the statement of financial position when contractual cash flows expire or when the Group no longer retains control of substantially all the risks and rewards under the instrument.

Overview

The Group has exposure to the following risks arising from financial instruments:

credit risk
liquidity risk
market risk

This note presents information about the Group’s exposure to each of the above risks, their objectives, policies and processes for measuring and managing risk, and the management of capital.

The Company’s Board of Directors has overall responsibility for the establishment and oversight of the Group’s risk management framework. The Board is responsible for developing and monitoring the Group’s risk management policies.

The Group’s risk management policies are established to identify and analyse the risks faced by the Group, to set appropriate risk limits and controls, and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Group’s activities.

The Group Audit and Risk Management Committee oversees how management monitors compliance with the Group’s risk management policies and procedures, and reviews the adequacy of the risk management framework in relation to the risks faced by the Group.

Credit risk

Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Group’s receivables from customers and investments in debt securities.

The carrying amount of financial assets represents the maximum credit exposure.

Cash and cash equivalents

The Group held cash and cash equivalents of $1,457,298 at 31 December 2016 (2015: $38,039). The cash and cash equivalents are held with authorised banking institutions and only with counterparties that have an acceptable credit rating.

XSTATE RESOURCES LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

6.2. FINANCIAL RISK MANAGEMENT (continued)

Credit risk (continued)

Other receivables

As the Group operates primarily in exploration activities, it does not have trade receivables and therefore is not exposed to credit risk in relation to trade receivables.

At 31 December 2016, the maximum exposure to credit risk for other receivables by geographic region was as follows:

Australia USA	Carrying amount 2016 2015 $ $ 7,176 24,296 11,708 43,590
	18,884 67,886

Currently, the Group undertakes exploration and evaluation activities exclusively in the USA. As the Group is not trading there are no financial assets past due and there is no management of credit risk through performing an aging analysis; therefore, an aging analysis has not been disclosed.

Liquidity risk

Liquidity risk is the risk that the Group will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Group’s approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Group’s reputation.

The Group ensures that it has sufficient cash on demand to meet expected operational expenses. This excludes the potential impact of extreme circumstances that cannot reasonably be predicted, such as natural disasters.

The following are the contractual maturities of financial liabilities excluding the impact of netting arrangements:

31 December 2016 Non-derivative financial liabilities Trade and other payables Employee entitlements 31 December 2015 Non-derivative financial liabilities Trade and other payables Employee entitlements Interest bearing liabilities	Carrying Contractual 12 months amount cash flows or less $ $ $ (146,886) (146,886) (146,886) (25,000) (25,000) (25,000)
	(171,886) (171,886) (171,886)
	(129,360) (129,360) (129,360) (16,252) (16,252) (16,252) (45,123) (45,123) (45,123)
	(190,735) (190,735) (190,735)

The balances above will not always agree to the financial statements as the contractual cash flows above are undiscounted. The carrying amount is the balance as recognised in the statement of financial position.

XSTATE RESOURCES LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

6.2. FINANCIAL RISK MANAGEMENT (continued)

Market risk

Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates, commodity prices and equity prices will affect the Group’s income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimising the return. There has been no change to the manner in which the Group manages market risk from the previous year.

Currency risk

The Group undertakes certain transactions denominated in foreign currencies, hence exposure to exchange rate fluctuations arise.

The carrying amount of the Group’s foreign currency denominated monetary assets and liabilities at the reporting date is as follows:

te is as follows:
	Assets		Liabilities
	2016	2015	2016	2015
	$	$	$	$
US dollar	201,489	49,485	(57,842)	(24,121)

Foreign currency sensitivity analysis

The Group is mainly exposed to US dollars (USD). The following table details the Group’s sensitivity to a 2% (31 December 2015: 10%) increase and decrease in the Australian dollar against the relevant foreign currencies and represents management’s assessment of the possible change in foreign exchange rates. The sensitivity analysis includes only outstanding foreign currency denominated monetary items and adjusts their translation at the yearend for a 2% (31 December 2015: 10%) change in foreign currency rates. A positive number indicates an increase in profit or loss where the Australian dollar strengthens against the respective currency.

	Impact on	profit or loss
	2016	2015
	$	$
If AUD strengthens by 2% (31 December 2015: 10%)
USD	(2,816)	(2,306)
If AUD weakens by 2% (31 December 2015: 10%)
USD	2,932	2,818

There would be no impact on other equity of the company and the Group.

XSTATE RESOURCES LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

6.2. FINANCIAL RISK MANAGEMENT (continued)

Market risk (continued)

Interest rate risk

The Group only has interest rate risk relating to its funds on deposit with banking institutions. Accordingly, the Group does not hedge its interest rate risk exposure.

Exposure to interest rate risk

The interest rate profile of the Group’s interest bearing financial instruments as reported to management of the Group is as follows:

Variable rate instruments Cash and cash equivalents Interest bearing assets	Carrying amount 2016 2015 $ $ 1,457,298 38,039 - 59,919
	1,457,298 97,958

Fair value sensitivity analysis for fixed rate instruments

The Group does not account for any fixed rate financial assets and liabilities at fair value through profit or loss. Therefore, a change in interest rates at the reporting date would not affect profit or loss.

Cash flow sensitivity analysis for variable rate instruments

A change of 100 basis points in interest rates at the reporting date would have increased / (decreased) profit and loss by the amounts shown below. This analysis assumes that all other variables remain constant. The analysis is performed on the same basis as for twelve months ended 31 December 2015.

31 December 2016 Variable rate instruments Cash flow sensitivity 31 December 2015 Variable rate instruments Cash flow sensitivity	Profit or loss 100 bp increase 100 bp decrease $ $ 14,572 (12,833)
	14,572 (12,833)
	380 (80)
	380 (80)

At the reporting date the Group did not hold any variable rate financial liabilities.

XSTATE RESOURCES LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

6.2. FINANCIAL RISK MANAGEMENT (continued)

Fair values

A number of the Group’s accounting policies and disclosures require the measurement of fair values, for both financial and non-financial assets and liabilities.

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, regardless of whether that price is directly observable or estimated using another valuation technique. In estimating the fair value of an asset or a liability, the Group takes into account the characteristics of the asset or liability if market participants would take those characteristics into account when pricing the asset or liability at the measurable date. Fair value for measurement and / or disclosure purposes in these consolidated financial statements is determined on such a basis, except for share-based payment transactions that are within the scope of AASB 2, leasing transactions that are within the scope of AASB 117, and measurements that have some similarities to fair value but are not fair value, such as net realisable value in AASB 2 or value in use in AASB 136.

Fair value measurements are categorised into Level 1, 2 or 3 based on the degree to which the inputs to the fair value measurements are observable and the significance of the inputs to the fair value measurement in its entirety, which are described as follows:

Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurable date;
Level 2 inputs are inputs, other than quoted prices included within Level 1, that are observable for the asset or liability, either directly or indirectly; and
Level 3 inputs are unobservable inputs for the asset or liability.

Cash and cash equivalents, trade and other receivables, trade creditors, other creditors, accruals and employee entitlements have been excluded from the above analysis as their fair values are equal to the carrying values.

6.3 RELATED PARTIES

Key management personnel compensation included in ‘Directors’ remuneration’ (note 2.3) and ‘share-based payments’ (note 6.1), comprises the following:

Note Short term employee benefits Post-employment benefits Share based payments – performance shares 6.1 2.3	2016 2015 $ $ 271,161 171,225 14,800 7,570 65,000 -
	350,961 178,795

Individual directors and executives' compensation disclosures

Information regarding individual directors and executive’s compensation and some equity instruments disclosures as required by S300A of the Corporations Act and Corporations Regulations 2M.3.03 are provided in the Remuneration report section of the Directors’ report in section 14.

Apart from the details disclosed in this note, no director has entered into a material contract with the Company since the end of the previous financial year and there were no material contracts involving directors’ interests existing at year end.

XSTATE RESOURCES LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

6.3 RELATED PARTIES (continued)

Other key management personnel transactions

A number of key management personnel, or their related parties, hold positions in other companies that result in them having control or significant influence over the financial or operating policies of those entities.

A number of these companies transacted with the Company during the year. The terms and conditions of these transactions were no more favourable than those available, or which might reasonably be expected to be available, in similar transactions to non-key management personnel related companies on an arm’s length basis.

The aggregate value of transactions and outstanding balances relating to key management personnel and entities over which they have control or significant influence were as follows:

Transactions value year ended 31 December 2016 2015 *Key management* *person* *Transaction* Note $ $ Chris Hodge Consultancy fees (i) 41,784 22,500 David McArthur Management fees (ii) 84,000 84,000 Ian Tchacos Consultancy fees (iii) 17,638 17,250 David McArthur Loan Interest (iv) 259 -	Balance outstanding as at 31 December 2016 2015 $ $ 18,837 27,775 7,700 30,800 4,526 9,785 - -
	31,063 68,360

(i) The Group used the consultancy services of CCH Resources Pty Ltd, a company associated with Chris Hodge, in relation to advice on certain exploration and management activities of the Group. Amounts were billed based on normal market rates for such services and were due and payable under normal payment terms.
(ii) The Group used the management services of Broadway Management (WA) Pty Ltd, a company associated with David McArthur, in relation to the provision of book-keeping, accounting and financial control aspects of the Company’s operations. Amounts were billed based on normal market rates for such services and were due and payable under normal payment terms.
(iii) The Group used the consultancy services of Lykos Consulting Pty Ltd, a company associated with Ian Tchacos, in relation to advice on certain exploration and management activities of the Group. Amounts were billed based on normal market rates for such services and were due and payable under normal payment terms.
(iv) David McArthur provided cash loans to the Company, repayable within 6 months for when the company is in a financial position to do so, accruing interest at 7% per annum, pro rata. These loans, including accrued interest, were repaid on 3 May 2016.

6.4 SUBSIDIARIES

Details of the Group’s material subsidiaries at the end of the reporting period are as follows:

Name of subsidiary	Principal activity	Place of	Financial year	Proportion of ownership
		incorporation	end	interest and voting power
		and operation		held by the Group
				2016 2015
				% %
California Gas Pty Ltd	Oil and gas exploration	Australia	31 December	100 100
Calog LLC	Oil and gas exploration	California, USA	31 December	100 100

XSTATE RESOURCES LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

6.5 ASSOCIATES

Details of the Group’s material associates at the end of the reporting period are as follows:

	Place of			% of	% of	Quoted	Quoted
Name of	incorporation	Nature of	Measurement	ownership		fair			Carrying
associate	/ operation	relationship	method	interest		value			amount
				2016	2015	2016	2015		2016	2015
				%	%	$	$		$	$
Cal LNG LLC	California, USA	Associate(1)	Equity method	18	18	-		-		-	-

(1) Cal LNG LLC is a dormant company with plans to pursue the development of an LNG export and domestic supply facility on the west coast of the United States.

6.6 PARENT COMPANY DISCLOSURES

As at, and throughout the financial year ended 31 December 2016, the parent entity of the Group was Xstate Resources Limited.

Results of the parent entity Loss for the year Other comprehensive income Total comprehensive loss for the year Financial position of parent entity at year end Current assets Total assets Current liabilities Total liabilities Total equity of the parent entity comprising of: Share capital Reserves Accumulated losses Total (deficiency) / equity Commitments *Office rent* Less than one year	2016 2015 $ $ (1,036,166) (1,501,529) - -
	(1,036,166) (1,501,529)
	1,497,242 135,352 2,267,472 182,212 (171,886) (190,735) (230,539) (261,696) 46,825,108 43,737,525 65,000 92,050 (44,853,175) (43,909,059)
	2,036,933 (79,484)
	7,782 -

XSTATE RESOURCES LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

6.7 SUBSEQUENT EVENTS

Applications have been made and / or approved, to establish the following USA entities:

Name of entity	Date	Comments
CalX SELA LLC	10 January 2017	Registered in California to hold the Los Angeles
		Basin assets to be acquired from Sunny Frog Oil
		LLC
Xstate (USA) Corp	20 January 2017	Incorporated in Delaware as a USA holding
		company
XGas LLC	10 February 2017	Application submitted to set up a California based
		subsidiary to hold the exploration permits

At a general meeting held on 31 January 2017, shareholders approved the adoption of an Employee Incentive Option Plan and on 3 February 2017 the Company issued 5,000,000 fully paid shares to Mr Cosimo Damiano and 42,000,000 options to directors and consultants pursuant to the Employee Incentive Option Plan. The 42,000,000 options are exercisable at 5 cents each on or before 31 December 2020.

On 31 January 2017, shareholders also approved the placement of up to 657,894,736 shares at an issue price of 3.8 cents per share to raise approximately $25,000,000.

On 29 March 2017, the Company announced that it had exercised an option to acquire various working interests ranging from 10% to 30% of wells in five producing gas fields.

Other than as disclosed above, there have been no matters or circumstances that have arisen since the end of the financial year that have significantly affected, or may significantly affect, the operations of the Group, the results of these operations, or the state of affairs of the Group in future financial years.

6.8 AUDITORS’ REMUNERATION

BDO Audit (WA) Pty Ltd *Audit and other assurance services* Audit and review of financial reports Total remuneration for audit and other assurance services *Taxation services* Tax compliance services Total remuneration of BDO Audit (WA) Pty Ltd and its related parties	2016 2015 $ $ 20,000 -
	20,000 -
	8,660 21,670
	28,660 21,670

It is the Group’s policy to employ BDO on assignments additional to their statutory audit duties where BDO's expertise and experience with the Group are important. These assignments are principally tax advice, or where BDO is awarded assignments on a competitive basis. It is the Group’s policy to seek competitive tenders for all major consulting projects.

XSTATE RESOURCES LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

6.8 AUDITORS’ REMUNERATION (continued)

8 AUDITORS’ REMUNERATION (continued)
Non-BDO audit firms *Audit and other assurance services* Audit and review of financial reports Total remuneration for audit and other assurance services *Taxation services* Tax compliance services Total remuneration of non-BDO audit firms TOTAL AUDITORS’ REMUNERATION	2016 2015 $ $ 13,102 36,758
	13,102 36,758
	2,898 -
	16,000 36,758
	44,660 58,428

6.9 CHANGES IN ACCOUNTING POLICIES AND DISCLOSURES

Except for the changes below, the Group has consistently applied the accounting policies set out in the notes to the consolidated financial statements to all periods presented in these consolidated financial statements.

The Group has adopted the following new standards and amendments to standards, including any consequential amendments to other standards, with a date of initial application of 1 January 2016.

(a) AASB 14 Regulatory Deferral Accounts (for first time adopters)
(b) AASB 2014-1 A mendments to Australian Accounting Standards (Part D: Consequential Amendments arising from AASB 14 Regulatory Deferral Accounts )
(c) AASB 2014-3 Amendments to Australian Accounting Standards - Accounting for Acquisitions of Interests in Joint Operations
(d) AASB 2014-4 Amendments to Australian Accounting Standards - Clarification of Acceptable Methods of Depreciation and Amortisation
(e) AASB 2014-9 Amendments to Australian Accounting Standards - Equity Method in Separate Financial Statements
(f) AASB 2015-1 Amendments to Australian Accounting Standards - Annual Improvements to Australian Accounting Standards 2012-2014 Cycle
(g) AASB 2015-2 Amendments to Australian Accounting Standards - Disclosure Initiative: Amendments to AASB 101
(h) AASB 2015-3 Amendments to Australian Accounting Standards arising from the Withdrawal of AASB 1031 Materiality
(i)
AASB 2015-9 Amendments to Australian Accounting Standards - Scope and Application Paragraphs
(j) AASB 2015-10 Amendments to Australian Accounting Standards - Effective Date of Amendments to AASB 10 and AASB 128
(k)
AASB 1057 Application of Australian Accounting Standards

The adoption of these standards and interpretations did not have a material impact on the Group.

XSTATE RESOURCES LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

6.10 NEW ACCOUNTING STANDARDS AND INTERPRETATIONS NOT YET ADOPTED

At the date of authorisation of the financial statements, the following Australian Accounting Standards and Interpretations have recently been issued or amended but are not yet effective and have not been adopted by the Group for the year ended 31 December 2016.

Reference	Title	Summary	Application date of standard	Application date for the Group
			Periods beginning on or after
AASB 9	Financial Instruments (2014)	The final version of AASB 9 brings together the classification and measurement, impairment and hedge accounting phases of the IASB’s project to replace AASB 139_Financial Instruments:_ _Recognition and Measurement._The Standard carries over the existing derecognition requirements from AASB 139 but all other areas of AASB 139 have been revised. AASB 9 introduces new requirements for classifying and measuring financial assets,	1 January 2018	1 January 2018
AASB 15	Revenue from Contracts with Customers	AASB 15 outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers; and replaces AASB 111_Construction Contracts_, AASB 118_Revenue_, Interpretation 13_Customer_ Loyalty Programmes, and Interpretation 15 Agreements for the Construction of Real Estate, Interpretation 18_Transfers of Assets from_ Customers, and Interpretation 131_Revenue- _Barter Transactions Involving Advertising Services. The core principle is that an entity recognises revenue to depict the transfer of promised goods or services.	1 January 2018	1 January 2018
AASB 16	Leases	The new Standard introduces three main changes: - Enhanced guidance on identifying whether a contract contains a lease; -�A completely new leases accounting model for lessees that require lessees to recognise all leases on balance sheet, except for short- term leases and leases of low value assets; ��Enhanced disclosures. Lessor accounting will not significantly change.	1 January 2019	1 January 2019
AASB 2014-5	Amendments to Australian Accounting Standards arising from AASB 15_(not_ yet fully compiled)	This Standard gives effect to the consequential amendments to Australian Accounting Standards (including Interpretations) arising from the issuance of AASB 15.	1 January 2018	1 January 2018
AASB 2014-7	Amendments to Australian Accounting Standards arising from AASB 9 (December 2014)	Amends various AASs to incorporate the consequential amendments arising from the issuance of AASB 9.	1 January 2018	1 January 2018

XSTATE RESOURCES LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

6.10 NEW ACCOUNTING STANDARDS AND INTERPRETATIONS NOT YET ADOPTED (continued)

Reference	Title	Summary	Application date of standard	Application date for the Group
			Periods beginning on or after
AASB 2014-10	Sale or Contribution of Assets between an Investor and its Associate or Joint Venture	Addresses a conflict between the requirements of AASB 128_Investments in Associates and_ Joint Ventures_and AASB 10_Consolidated _Financial Statements_and clarify that in a transaction involving an associate or joint venture the extent of gain or loss recognition depends on whether the assets sold or contributed constitute a business.	1 January 2018	1 January 2018
AASB 2016-1	Recognition of Deferred Tax Assets for Unrealised Losses	Amends AASB 112_Income Taxes_to clarify the requirements on recognition of deferred tax assets for unrealised losses on debt instruments measured at fair value.	1 January 2017	1 January 2017
AASB 2016-2	Disclosure Initiative: Amendments to AASB 107	Amends AASB 107_Statement of Cash Flows_ to require entities preparing financial statements in accordance with Tier 1 reporting requirements to provide disclosures that enable users of financial statements to evaluate changes in liabilities arising from financing activities, including both changes arising from cash flows and non-cash changes.	1 January 2017	1 January 2017

Management is still determining the financial impact of the above standards and a more detailed assessment will be made over the next 12 months.

XSTATE RESOURCES LIMITED DIRECTORS’ DECLARATION

DIRECTORS’ DECLARATION

The Directors of the Group declare that:

1 The financial statements and notes are in accordance with the Corporations Act 2001, and:
(a) comply with Accounting Standards, which as stated in accounting policy 1.1 to the financial statements, constitutes explicit and unreserved compliance with International Reporting Standards (IFRS), the Corporations Regulations 2001, and other mandatory reporting requirements; and
(b) give a true and fair view of the financial position as at 31 December 2016 and of the performance for the year ended on that date of the Group;
2 The Chief Executive Officer and Chief Financial Officer have each declared that:
(a) the financial records of the Group for the financial year have been properly maintained in accordance with section 266 of the Corporations Act 2001;
(b) the financial statements and note for the financial year comply with the Accounting Standards; and
(c) the financial statements and notes for the financial year give a true and fair view.
3 In the Directors’ opinion, as set out in note 1.2, there are reasonable grounds to believe that the Group will be able to pay its debts as and when they become due and payable.

This declaration is made in accordance with a resolution of the Board of Directors.

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COSIMO DAMIANO

Managing Director

Dated at Perth, Western Australia this 29[th] day of March 2017.

Tel: +61 8 6382 4600 38 Station Street Fax: +61 8 6382 4601 Subiaco, WA 6008 www.bdo.com.au PO Box 700 West Perth WA 6872 Australia

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INDEPENDENT AUDITOR'S REPORT

To the members of Xstate Resources Limited

Report on the Audit of the Financial Report

Opinion

We have audited the financial report of Xstate Resources Limited(the Company) and its subsidiaries (the Group), which comprises the consolidated statement of financial position as at 31 December 2016, the consolidated statement of profit or loss and other comprehensive income, the consolidated statement of changes in equity and the consolidated statement of cash flows for the year then ended, and notes to the financial report, including a summary of significant accounting policies and the directors’ declaration.

In our opinion the accompanying financial report of the Group, is in accordance with the Corporations Act 2001 , including:

(i) Giving a true and fair view of the Group’s financial position as at 31 December 2016 and of its financial performance for the year ended on that date; and
(ii) Complying with Australian Accounting Standards and the Corporations Regulations 2001 .

Basis for opinion

We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Report section of our report. We are independent of the Group in accordance with 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 (the Code) that are relevant to our audit of the financial report in Australia. We have also fulfilled our other ethical responsibilities in accordance with the Code.

We confirm that the independence declaration required by the Corporations Act 2001 , which has been given to the directors of the Company, would be in the same terms if given to the directors as at the time of this auditor’s report.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key audit matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial report of the current period. These matters were addressed in the context of our audit of the financial report as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have determined there are no Key Audit Matters to be communicated in our report.

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Other information

The directors are responsible for the other information. The other information comprises the information in the Group’s annual report for the year ended 31 December 2016, but does not include the financial report and the auditor’s report thereon.

Our opinion on the financial report does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial report, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial report or our knowledge obtained in the audit or otherwise appears to be materially misstated.

If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Responsibilities of the directors for the Financial Report

The directors of the Company are responsible for the preparation of the 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 financial report that gives a true and fair view and is free from material misstatement, whether due to fraud or error.

In preparing the financial report, the directors are responsible for assessing the ability of the group to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or to cease operations, or has no realistic alternative but to do so.

Auditor’s responsibilities for the audit of the Financial Report

Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Australian Auditing Standards will always detect a material

misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of this financial report.

A further description of our responsibilities for the audit of the financial report is located at the Auditing and Assurance Standards Board website (http://www.auasb.gov.au/Home.aspx) at:

http://www.auasb.gov.au/auditors_files/ar2.pdf

This description forms part of our auditor’s report.

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Report on the Remuneration Report

Opinion on the Remuneration Report

We have audited the Remuneration Report included in pages 13 to 18 of the directors’ report for the year ended 31 December 2016.

In our opinion, the Remuneration Report of Xstate Resources Limited, for the year ended 31 December 2016, complies with section 300A of the Corporations Act 2001 .

Responsibilities

The directors of the Company are responsible for the preparation and presentation of the Remuneration Report in accordance with section 300A of the Corporations Act 2001 . Our responsibility is to express an opinion on the Remuneration Report, based on our audit conducted in accordance with Australian Auditing Standards.

BDO Audit (WA) Pty Ltd

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Dean Just

Director

Perth, 29 March 2017

XSTATE RESOURCES LIMITED STOCK EXCHANGE INFORMATION

STOCK EXCHANGE INFORMATION

The shareholder information set out below was applicable as at 14 March 2017:

1. Distribution of ordinary shares

Range	Total holders Ordinary shares % of issued capital
	712 81,621 0.01 104 284,557 0.04 67 543,846 0.09 310 15,721,113 2.51 430 610,161,581 97.35

There were 982 holders of less than a marketable parcel of ordinary shares.

2. Substantial shareholders

The substantial shareholders are set out below:

Shareholders	Number of Shares
HSBC Custody Nominees (Australia) Limited	87,191,529

3. Voting rights

Ordinary shares

On a show of hands every member present at a meeting in person or by proxy shall have one vote and upon a poll, every member present or by proxy shall have one vote for every share held.

Options and rights

No voting rights.

4. Unlisted options

Grant date	Number	Number of holders	Expiry date	Exercise price (cents)
31-Jan-17	42,000,000	7	31-Dec-2020	5

XSTATE RESOURCES LIMITED STOCK EXCHANGE INFORMATION

5. Twenty largest shareholders

	Ordinary shares	Ordinary shares
Shareholders	Number held	% of issued
		shares
HSBC Custody Nominees (Australia) Limited	87,191,529	13.91
Citicorp Nominees Pty Limited	21,958,564	3.50
Suburban Holdings Pty Ltd	19,600,000	3.13
Bond Street Custodians Limited	17,581,658	2.81
IBT Holdings Pty Ltd	15,000,000	2.39
153 Fish Capital Pte Ltd	11,000,000	1.76
Geraldine Tan Chon Suan	10,000,000	1.60
Mr Low Peng Koon	10,000,000	1.60
EE Chey Chuan	10,000,000	1.60
Soi Chei Yong	10,000,000	1.60
Kyrus Superannuation Pty Ltd	10,000,000	1.60
MGL Corp Pty Ltd	9,000,000	1.44
DASMAC (WA) Pty Ltd	8,755,566	1.40
Cosimo Damiano	8,733,333	1.39
Ching Ling Yong	6,957,080	1.11
Sacco Developments Australia Pty Ltd	6,869,534	1.10
Netwealth Investments Limited	6,852,500	1.09
Rimoyne Pty Ltd	6,380,315	1.02
David Maxwell McArthur	6,188,133	0.99
Jouke Jan Van Der Baan	5,188,979	0.83

XSTATE RESOURCES LIMITED STOCK EXCHANGE INFORMATION

6. Petroleum lease interests at 14 March 2017

Project name	Location	Working
		interest
Alvares Prospect	Sacramento Basin Onshore Northern California	25%
Dempsey Prospect	Sacramento Basin Onshore Northern California	10%
California AMI Prospects	Sacramento Basin Onshore Northern California	30%
Rancho-Capay Gas Field	Sacramento Basin Onshore Northern California	10%
Los Medanos Gas Field	Sacramento Basin Onshore Northern California	10%

7. Gold tenements listing at 14 March 2017

Tenement description	Tenement number	Status	Percentage interest
King Brown	M24/705	Granted	12%

AI assistant

XSTATE RESOURCES LIMITED — Annual Report 2016

66107_rns_2017-03-28_86295f1c-5d5f-4485-be5d-ed038dcaeeb9.pdf

CONTENTS

CORPORATE DIRECTORY

Directors

Secretary

Registered and Principal Office

Postal Address

Auditors

Bankers

Share Registry

ASX Code

Legal Form of Entity

Country of Incorporation and Domicile

REVIEW OF OPERATIONS

Overview

The Financial Year

Sacramento Basin Farm-out

LA Basin Oil Field Acquisition

Los Angeles Basin – Field Location Map

Forward Plan

Company strategy

Project review

New Ventures

Exploration

Sacramento Basin Joint Venture – Onshore Northern California

Dempsey Conventional Gas Prospect (XST 10% WI)

Alvares Conventional Gas Prospect (XST 25% WI)

Production

Sacramento Basin

Rancho ‐ Capay Gas Field (XST 10% WI in 4 wells) & Los Medanos Gas Field (XST 10% WI in 3 wells)

Corporate summary

Financial results and condition

Summary of results

Planned Activity - 2017

Competent person statement

DIRECTORS’ REPORT

1. DIRECTORS

1. DIRECTORS (continued)

2. COMPANY SECRETARY

3. DIRECTORS’ MEETINGS

4. PRINCIPAL ACTIVITIES

5. OPERATING AND FINANCIAL REVIEW

Significant changes in the state of affairs

6. DIVIDENDS

7. LIKELY DEVELOPMENTS

8. EVENTS SUBSEQUENT TO REPORTING DATE

9. ENVIRONMENTAL REGULATION

10. SHARE OPTIONS

Options granted to directors of the Group

Unissued shares under options

Shares issued on exercise of options

Options expired

11. INDEMNIFICATION AND INSURANCE OF OFFICERS AND AUDITORS

11. INDEMNIFICATION AND INSURANCE OF OFFICERS AND AUDITORS (continued)

12. NON-AUDIT SERVICES

13. PROCEEEDINGS ON BEHALF OF THE GROUP

14. REMUNERATION REPORT - AUDITED

(a) Remuneration governance

(b) Executive remuneration strategy and framework

Executive remuneration mix

Fixed compensation

Performance-linked compensation

14. REMUNERATION REPORT – AUDITED (continued)

(b) Executive remuneration strategy and framework (continued)

Long-term incentive

Consequences of performance on shareholder wealth

(c) Board and management changes

14. REMUNERATION REPORT – AUDITED (continued)

(d) Service contracts

(e) Non-executive directors

14. REMUNERATION REPORT - AUDITED (continued)

(f) Key management personnel remuneration

14. REMUNERATION REPORT - AUDITED (continued)

(f) Key management personnel remuneration (continued)

Notes in relation to the table of directors’ remuneration

(g) Analysis of bonuses included in remuneration

(h) Other KMP disclosures

Loans from a director

XSTATE RESOURCES LIMITED Annual Report 2016