Posting of Annual Report

Spitfire Oil Limited (“the Company”) announces that the annual report and accounts for the year ended 30th June 2019 has been posted to shareholders.

Copies of the annual report are available on the Company’s website www.spitfireoil.com and by request to the Company at 8th Floor, 54 Jermyn Street, London SW1Y 6LX, United Kingdom

Preliminary Results

Spitfire Oil Limited (“the Company”) and its wholly owned subsidiary, Spitfire Oil Pty Ltd (“Spitfire”), together (“the Group”), recorded a loss before tax for the year ended 30th June 2019 of A$936,103 (2018: A$1,350,901), after providing $763,507 (2018: $1,116,767) for diminution in value of the Salmon Gums tenements. The Group benefited from interest receivable of A$26,610 (2018: $63,405). Operating costs of A$199,206 (2018: A$297,539) were incurred. A$313,507 (2018: A$316,767) was incurred and capitalised on licence fees and tenement management.

On 30th August 2019, following a further review of the economic feasibility of the Salmon Gums lignite project, in particular with consideration of the current and long term forecast for the continued relatively low oil prices and the continuing costs of maintaining the retention licence over the Salmon Gums tenements, Spitfire relinquished the retention licence over the Salmon Gums lignite tenements and as a result all costs incurred in respect of the Salmon Gums lignite venture have been written off and charged to profit and loss.

Operations

Following the renewal of the retention licence over the Salmon Gums lignite deposits in September 2018, the Group continued to explore the feasibility of extracting liquid hydrocarbons from the Salmon Gums lignite deposits on a commercial basis. Despite these efforts and in seeking joint venture partners to further develop the venture, on 30th August 2019, following a further review of the economic feasibility of the Salmon Gums lignite project, in particular with consideration of the current and long term forecast for the continued relatively low oil prices and the continuing costs of maintaining the retention licence over the Salmon Gums tenements, Spitfire relinquished the retention licence over the Salmon Gums lignite tenements.

With the relinquishment of the retention licence, the Company becomes an AIM Rule 15 cash shell. As such, the Company is required to make an acquisition (or acquisitions) which constitutes a reverse takeover under AIM Rule 14 on or before 29 February 2020. If no such acquisition is completed by 29 February 2020, the Company’s shares would then be suspended from trading on AIM pursuant to AIM Rule 40.

The Group has continued to keep its running costs to a minimum while reviewing possible new projects.

Chairman’s Statement

During the 2018/19 financial year all efforts were made to commercially advance the Salmon Gums lignite deposits either through new technology, partnership or sale. Against a background of relatively low oil prices and significant anti fossil fuel sentiment, it was concluded it was no longer prudent to maintain the expenditure required to retain the Salmon Gum’s retention licence and consequently it was relinquished on the 30th August 2019.

With the relinquishment of the retention licence, the Company is now an AIM Rule 15 cash shell. The directors continue to be focused and motivated on acquiring another company, project or venture which has the potential to bring significant value to shareholders. Whilst a number of such ventures have been identified or forwarded to the Company, none have reached a stage where it will be likely to conclude an acquisition by the 29th February 2020, the date at which the Company’s shares will be suspended from trading on AIM pursuant to AIM Rule 40.

Thereafter, as soon as an acquisition can be made the directors will seek the re admission of the Company’s shares onto AIM, however, if an acquisition cannot be successfully completed in a reasonable period of time, then the Company may be liquidated and surplus funds returned to shareholders.

Spitfire Oil Limited
Consolidated Statement of Profit or Loss and Other Comprehensive Income

YEAR ENDED 30 JUNE 2019 2019 2018
A$ A$
OTHER INCOME 26,610 63,405
EXPENDITURE
Corporate expenses (112,438) (217,641)
Other expenses (86,768) (79,898)
OPERATING LOSS (172,596) (234,134)
Impairment – exploration and evaluation costs (763,507) (1,116,767)
LOSS BEFORE INCOME TAX (936,103) (1,350,901)
INCOME TAX
LOSS AFTER INCOME TAX (936,103) (1,350,901)
OTHER COMPREHENSIVE INCOME, NET OF TAX
LOSS AND TOTAL COMPREHENSIVE INCOME FOR
THE YEAR ATTRIBUTABLE TO OWNERS OF SPITFIRE OIL
LIMITED
(936,103) (1,350,901)
Basic and diluted loss per share for loss attributable to the ordinary equity holders of the Company (cents per share) (3.6) (5.22)

Spitfire Oil Limited
Consolidated Statement of Financial Position

AS AT 30 JUNE 2019 2019 2018
A$ A$
CURRENT ASSETS
Cash and cash equivalents 2,124,200 2,560,120
Trade and other receivables 1,405
Accrued revenues 23,229
Other current assets 21,499 28,954
TOTAL CURRENT ASSETS 2,147,104 2,612,303
NON‑CURRENT ASSETS
Capitalised exploration and evaluation costs 450,000
Office equipment
Other non-current assets 45,000 45,000
TOTAL NON‑CURRENT ASSETS 45,000 495,000
TOTAL ASSETS 2,192,104 3,107,303
CURRENT LIABILITIES
Trade and other payables 57,774 36,870
TOTAL CURRENT LIABILITIES 57,774 36,870
TOTAL LIABILITIES 57,774 36,870
NET ASSETS 2,134,330 3,070,433
EQUITY
Issued capital 19,289,284 19,289,284
Reserves
Accumulated losses (17,154,954) (16,218,851)
TOTAL EQUITY ATTRIBUTABLE TO THE EQUITY HOLDERS OF THE PARENT 2,134,330 3,070,433

Spitfire Oil Limited
Consolidated Statement of Changes in Equity

YEAR ENDED 30 JUNE 2019 Issued Capital Accumulated Losses Total
A$ A$ A$
BALANCE AT 30 JUNE 2017 19,289,284 (14,867,950) 4,421,334
Loss for the year (1,350,901) (1,350,901)
TOTAL COMPREHENSIVE LOSS (1,350,901) (1,350,901)
TRANSACTIONS WITH OWNERS IN THEIR CAPACITY AS OWNERS
Transaction with owners
BALANCE AT 30 JUNE 2018 19,289,284 (16,218,851) 3,070,433
Loss for the year (936,103) (936,103)
TOTAL COMPREHENSIVE LOSS (936,103) (936,103)
TRANSACTIONS WITH OWNERS IN THEIR CAPACITY AS OWNERS
Transaction with owners
BALANCE AT 30 JUNE 2019 19,289,284 (17,154,954) 2,134,330

Spitfire Oil Limited
Consolidated Statement of Cash Flows

YEAR ENDED 30 JUNE 2019 2019 2018
A$ A$
CASH FLOWS FROM OPERATING ACTIVITIES
Payments to suppliers and employees (167,158) (342,724)
Interest
received
49,839 50,688
NET CASH FLOWS USED IN OPERATING
ACTIVITIES
(117,319) (292,036)
CASH FLOWS FROM INVESTING ACTIVITIES
Payments for exploration and evaluation expenditure (313,507) (316,767)
NET CASH OUTFLOWS USED IN INVESTING
ACTIVITIES
(313,507) (316,767)
NET DECREASE IN CASH AND CASH
EQUIVALENTS
(430,826) (608,803)
Cash and cash equivalents at the beginning
of the financial
year
2,560,120 3,170,851
Effects of exchange rate changes on cash and cash equivalents (5,094) (1,928)
CASH AND CASH EQUIVALENTS AT THE END OF THE FINANCIAL
YEAR
2,124,200 2,560,120

Notes to the preliminary results to 30th June 2019

  1. This statement has been prepared using accounting policies and presentation consistent with those applied in the preparation of the statutory accounts of the Group.
  2. The summary accounts set out above do not constitute statutory accounts as defined by Section 84 of the Bermuda Companies Act 1981 or Section 435 of the UK Companies Act 2006. The summarised consolidated statement of financial position at 30 June 2019 and the summarised consolidated statement of profit or loss and other comprehensive income, consolidated statement of changes in equity and the summarised consolidated statement of cash flows for the year then ended have been extracted from the Group’s 2019 statutory financial statements upon which the auditors’ opinion is unqualified. The statutory financial statements for the year to 30 June 2019 have been prepared in accordance with the requirements of International Accounting Standard IAS1: Presentation of Financial Statements as adopted in Australia. The results for the year ended 30 June 2018 have been extracted from the statutory accounts for that period, upon which the auditors’ opinion is qualified as to the inability to obtain sufficient audit evidence concerning the capitalised exploration and evaluation costs in respect of the Salmon Gums Project at 30th June 2016 and the consequent impact on the summarised consolidated statement of profit or loss and other comprehensive income, consolidated statement of changes in equity and the summarised consolidated statement of cash flows.
  3. The annual report and accounts for 2019 are being sent by post to all registered shareholders. Additional copies of the annual report and accounts are available from the Company’s London correspondent office, 8th Floor, 54 Jermyn Street, London, SW1A 6LX and on the Company’s web site.
  4. The calculation of the basic and diluted losses per share is based on the loss attributable to ordinary shareholders of A$936,103 (2018 A$1,350,901) divided by the weighted average number of shares in issue during the year of 25,884,001 (2018 25,884,001). There is no dilutive effect of share purchase options.

Relinquishment of Salmon Gums Retention Licence

Spitfire Oil Limited (“Spitfire” or the “Company”) announces that following a further review of the economic feasibility of the Salmon Gums lignite project, in particular with consideration of the current and long term forecast for the continued relatively low oil prices and the continuing costs of maintaining the retention licence over the Salmon Gums tenements, Spitfire has today relinquished the retention licence over the Salmon Gums lignite tenements.

With the relinquishment of this licence, Spitfire becomes an AIM Rule 15 cash shell. As such, the Company will be required to make an acquisition (or acquisitions) which constitutes a reverse takeover under AIM Rule 14 on or before 29 February 2020. If no such acquisition is completed by 29 February 2019, the Company’s shares would then be suspended from trading on AIM pursuant to AIM Rule 40. The directors are considering suitable projects for acquisition by the Company.

Major Shareholding

Spitfire Oil has today been notified that Paul and Michelle Johnson have a beneficial interest in 2,667,882 shares which equates to 10.31% of the Company’s issued share capital.

Interim Statement For The Six Months Ended 31 December 2018

Spitfire Oil Limited (“Spitfire” or “the Company”) is pleased to publish a copy of its condensed consolidated unaudited interim results for the six months ended the 31st December 2018.

Spitfire and its subsidiaries (together “the Group”) recorded a loss before tax for the six months ended the 31st December 2018 of A$325,594 (2017: A$444,534). With cash balances of A$2.3m, the Group has benefited from interest receipts of A$11,715 (2017 A$15,267) in the period. With all directors fees suspended and other administration costs curtailed operating costs were reduced to A$86,680 (2017 A$228,510) and provision has been made for impairment of exploration and development costs incurred of A$250,629 (2017 A$231,291).

Chairman’s Statement

Chairman Mladen Ninkov commented

The superficial view of the Company’s six month operating performance shows a company with no operations and overheads cut to the bare bone, including all directors fees suspended and administrative costs cut to the barest minimum. But it would be a mistake to assume the Company is dormant. Poor, uneconomic and unmineable assets are always available. But this is the road to nowhere and leads to a waste of shareholders fund and the eventual dilution of the Company’s share capital. That is why the Company continues to search, investigate, evaluate and attempts to negotiate transactions which will add real value to the Company and its shareholders. It is not easy and it takes an incredibly long time to consummate such a transaction. When it eventually occurs, hopefully, the wait will have been worthwhile.

SPITFIRE OIL LIMITED
CONDENSED CONSOLIDATED STATEMENT OF PROFIT OR LOSS OR OTHER COMPREHENSIVE INCOME FOR THE SIX MONTHS ENDED 31 DECEMBER 2018
(expressed in Australian dollars)

Half-year Full-year
Note 31
December
2018
Unaudited
A$
31
December
2017
Unaudited
A$
30
June
2018
Audited
A$
OTHER INCOME 11,715 15,267 63,405
EXPENDITURE
Corporate and other expenses (86,680) (228,510) (297,539)
OPERATING LOSS (74,965) (213,243) (234,134)
Imparment – exploration and evaluation costs (250,629) (231,291) (1,116,767)
LOSS BEFORE INCOME TAX (325,594) (444,534) (1,350,901)
INCOME TAX
LOSS AFTER INCOME TAX (325,594) (444,534) (1,350,901)
OTHER COMPREHENSIVE INCOME, NET OF TAX
TOTAL COMPREHENSIVE LOSS FOR THE PERIOD ATTRIBUTABLE TO OWNERS OF SPITFIRE OIL LIMITED (325,594) (444,534) (1,350,901)
Basic and diluted loss per share for loss attributable to the ordinary equity holders of the Company (cents per share). 6 (1.3) (1.7) (5.22)

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

SPITFIRE OIL LIMITED
CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 31 December 2018
(expressed in Australian dollars)

 

Note 31
December
2018
Unaudited
A$
31
December
2017
Unaudited
A$
30
June
2018
Audited
A$
CURRENT ASSETS
Cash and cash equivalents 2,250,704 2,671,088 2,560,120
Accrued revenues 24,540 23,229
Other current assets 31,307 24,297 28,954
TOTAL CURRENT ASSETS 2,282,011 2,719,925 2,612,303
NON-CURRENT ASSETS
Plant and equipment 164
Capitalised exploration and evaluation costs 450,000 1,250,000 450,000
Other non-current assets 45,000 45,000 45,000
TOTAL NON-CURRENT ASSSETS 495,000 1,295,164 495,000
TOTAL ASSETS 2,777,011 4,015,089 3,107,303
CURRENT LIABILITIES
Trade and other payables 32,172 38,289 36,870
TOTAL CURRENT LIABILITIES 32,172 38,289 36,870
TOTAL LIABILITIES 32,172 38,289 36,780
NET ASSETS 2,744,839 3,976,800 3,070,433
EQUITY
Issued capital 5 19,289,284 19,289,284 19,289,284
Accumulated losses (16,544,445) (15,312,484) (16,218,851)
TOTAL EQUITY 2,744,839 3,976,800 3,070,433

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

SPITFIRE OIL LIMITED
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE SIX MONTHS ENDED 31 DECEMBER 2018
(expressed in Australian dollars)

Issued
Capital
Accumulated
Losses
Total
A$ A$ A$
BALANCE AT 31 DECEMBER 2016 19,289,284 (11,483,502) 7,805,782
Loss for the period (3,384,448) (3,384,448)
TOTAL COMPREHENSIVE LOSS (3,384,448) (3,384,448)
BALANCE AT 30 JUNE 2017 19,289,284 (14,867,950) 4,421,334
Loss for the period (444,534) (444,534)
TOTAL COMPREHENSIVE LOSS (444,534) (444,534)
BALANCE AT 31 DECEMBER 2017 19,289,284 (15,312,484) 3,976,800
Loss for the period (906,367) (906,367)
TOTAL COMPREHENSIVE LOSS (906,367) (906,367)
BALANCE AT 30 JUNE 2018 19,289,284 (16,218,851) 3,070,433
Loss for the period (325,594) (325,594)
TOTAL COMPREHENSIVE LOSS (325,594) (325,594)
BALANCE AT 31 DECEMBER 2018 19,289,284 (16,544,445) 2,744,839

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

SPITFIRE OIL LIMITED
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE SIX MONTHS ENDED 31 DECEMBER 2018
(expressed in Australian dollars)

Half-year Full-year
31
December
2018
Unaudited
A$
31
December
2017
Unaudited
A$
30
June
2018
Audited
A$
CASH FLOWS FROM OPERATING ACTIVITIES
Payments to suppliers and employees (91,204) (268,418) (342,724)
Interest received 34,944 1,239 50,688
Net cash (outflow) from operating activities (56,260) (267,179) (292,036)
CASH FLOWS FROM INVESTING ACTIVITIES
Payments for exploration and evaluation expenditure (250,629) (231,291) (316,767)
Net cash (outflow) from investing activities (250,629) (231,291) (316,767)
NET (DECREASE) IN CASH AND CASH EQUIVALENTS (306,889) (498,470) (608,803)
Cash and cash equivalents at the beginning of the period 2,560,120 3,170,851 3,170,851
Effects of exchange rate changes on cash and cash equivalents (2,527) (1,293) (1,928)
CASH AND CASH EQUIVALENTS AT THE END OF THE PERIOD 2,250,704 2,671,088 2,560,120

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

SPITFIRE OIL LIMITED
Notes to the CONDENSED CONSOLIDATED financial statements

NOTE 1: BASIS OF PREPARATION OF THE SIX MONTH FINANCIAL REPORT

This condensed consolidated interim financial report for the six month reporting period ended 31 December 2018 has been prepared in accordance with Accounting Standard AASB 134 Interim Financial Reporting.

The summary accounts set out above do not constitute statutory accounts as defined by Section 84 of the Bermuda Companies Act 1981 or Section 435 of the UK Companies Act 2006. The condensed consolidated statement of financial position at 30 June 2018 and the condensed consolidated statement of profit or loss and other comprehensive income, condensed consolidated statement of changes in equity and the condensed consolidated statement of cash flows for the year then ended have been extracted from the Group’s 2018 statutory financial statements upon which the auditors’ have opined that they were unable to obtain sufficient appropriate audit evidence concerning the carrying value of capitalised exploration and evaluation costs totalling $4.340 million in relation to the Salmon Gums Project for the year ended 30 June 2016 and qualified their audit opinion accordingly. As a result of this matter, the auditors were unable to obtain sufficient appropriate audit evidence concerning the opening balance for the current year as at 1 July 2016. Since opening capitalised exploration and evaluation costs balance affects the determination of the profit or loss for the year and cash flows, the auditors were unable to determine whether adjustments to the consolidated statement of profit or loss and other comprehensive income, the consolidated statement of changes in equity and the net cash flow from operating activities reported in the consolidated statement of cash flows might be necessary for the year ended 30 June 2017, and the auditors qualified their opinion accordingly. The auditors opinion on the financial statements to 30th June 2018 is also modified because of the possible effect of this matter on the comparability of the figures for the year to 30th June 2018 and the corresponding figures.

This condensed consolidated interim financial report does not include all the notes of the type normally included in an annual financial report. Accordingly, this report is to be read in conjunction with the annual report for the year ended 30 June 2018 and any public announcements made by Spitfire Oil Limited during the interim reporting period in accordance with the continuous disclosure requirements.

Copies of this interim report are available from the Company’s London office, 8th Floor, 54 Jermyn Street, London, SW1Y 6LX.

The accounting policies adopted are consistent with those of the previous financial year and corresponding interim reporting period.

Adoption of new and revised accounting standards

In the six months ended 31 December 2018, the Group has reviewed all of the new and revised Standards and Interpretations issued by the AASB that are relevant to its operations and effective for annual reporting periods beginning on or after 1 July 2018.

It has been determined by the Group that, there is no material impact of the new and revised standards and interpretations on its business and therefore no change is necessary to the Group’s accounting policies.

The Group has also reviewed all new Standards and Interpretations that have been issued but are not yet effective for the half-year ended 31 December 2018. As a result of this review the Directors have determined that there is no impact, material or otherwise, of the new and revised Standards and Interpretations on its business and, therefore, no change necessary to Group accounting policies.

No retrospective change in accounting policy or material reclassification has occurred requiring the inclusion of a third Statement of Financial Position as at the beginning of the comparative financial period, as required under AASB 101.

NOTE 2: SEGMENT INFORMATION

Management has determined the operating segments based on the reports reviewed by the Board of Directors that are used to make strategic decisions. For management purposes, the Group has identified only one reportable segment, being the exploration and mining for valuable resources that produce energy in Australia.

NOTE 3: DIVIDENDS

The Company has not declared any dividends in the period ended 31 December 2018.

NOTE 4: CONTINGENCIES

There has been no change in contingent liabilities or contingent assets since the last annual reporting date.

NOTE 5: ISSUED CAPITAL

31 December 2018 31 December 2017 30 June 2018
No A$ No A$ No A$
Issued and Paid Up Capital
Fully Paid Ordinary Shares 25,884,001 19,289,284 25,884,001 19,289,284 25,884,001 19,289,284
Total Issued Capital 19,289,284 19,289,284 19,289,284

NOTE 6: LOSS PER SHARE

31
December
2018
31
December
2017
30
June
2018
Basic and diluted loss per share (cents) (1.3) (1.7) (5.22)
a) Net loss used in the calculation of basic and diluted loss per share (A$) (325,594) (444,534) (1,350,901)
b) Weighted average number of ordinary shares outstanding during the period used in the calculation of basic and diluted loss per share 25,884,001 25,884,001 25,884,001

NOTE 7: SUBSEQUENT EVENTS

No matter or circumstance has arisen since 31 December 2018, which has significantly affected, or may significantly affect the operations of the Group, the result of those operations, or the state of affairs of the Group in subsequent financial years.

Annual General Meeting

At the annual general meeting held today of the shareholders of Spitfire Oil Limited, all the resolutions put to the meeting contained in the notice dated 7th March 2019 were duly passed.

Notice of Annual General Meeting

NOTICE IS GIVEN that the eleventh Annual General Meeting of Spitfire Oil Limited will be held at the ninth floor, BGC Centre, 28 The Esplanade, Perth. WA 6000. Australia, on Thursday 21st March 2019 at 3.00 pm (local time) for the following purposes:

1. To receive and adopt the Annual Report and Accounts for the year ended 30th June 2018 together with the Directors’ and the Auditors’ Reports thereon.

2. To determine the maximum number of Directors at six for the forthcoming year and determine that any unfilled vacancies be deemed casual vacancies for the purposes of the Company’s bye-laws.

3. To re-elect Mladen Ninkov as a director of the Company.

4. To re-elect Rupert Crowe as a director of the Company.

5. To re-elect Roger Goodwin as a director of the Company.

6. To re-elect Malcolm Randall as a director of the Company.

7. To re-appoint Grant Thornton Audit Pty Ltd as Auditors and authorise the Directors to fix their remuneration.

8. To approve the amendments of the Bye-laws of the Company as set out in the Schedule appended to this Notice to provide for paperless voting.

BY ORDER OF THE BOARD

Catharine Lymbery
Secretary.
Dated: 7th March 2019.

NOTE: A member entitled to attend and vote at the above-mentioned meeting is entitled to appoint a proxy, who, except in the case of a corporation, must be a member of the Company, to attend and vote in his or her stead. To be valid, the form of proxy sent to members must be completed and delivered to Link Asset Services, PXS, 34 Beckenham Road, Beckenham, Kent. BR34ZF. UK at least 48 hours before the time appointed for the holding of the meeting. Completion and return of a form of proxy will not preclude a member from attending and voting at the meeting if he or she wishes to do so. Depository Interests may be voted through the CREST Proxy Voting Service in accordance with the procedures set out in the CREST manual.

SCHEDULE

PROPOSED AMENDMENT TO BYE-LAW 31

It is proposed that Bye-Law 31.1 of the Company’s Bye-Laws be amended by the addition of a new Bye-Law 31.1(b), such that Bye-Law 31.1 shall henceforth read as follows:

31.1 A Member may appoint a proxy by

(a) an instrument in writing in substantially the following form or such other form as the Board may determine from time to time or the Board or the chairman of the meeting shall accept:

Proxy
(the “Company”)

I/We, , being a Member of the Company with  shares, HEREBY APPOINT [name] of [address] or failing him,  of  to be my/our proxy to vote for me/us at the meeting of the Members to be held on  and at any adjournment thereof.  [Any restrictions on voting to be inserted here.]

Signed this [date]

_________________________
Member(s)

or

(b) such telephonic, electronic or other means as may be approved by the Board from time to time.

Bye-laws 31.2, 31.3 and 31.4 will remain unchanged.


The notice is available to download in Adobe Acrobat PDF format. Please click on the link below: