Rule 26 Compliance Report
This web page details compliance with AIM Rule 26. The AIM requirements are shown in blue.General
Description of Business
Introduction
Spitfire Oil Limited, through its wholly owned subsidiary Spitfire Oil Pty Ltd, was formed to pursue the production of liquid hydrocarbons, including fuels and distillates, from the Salmon Gums Lignite Deposit (“the Deposit”) in Western Australia. Lignite is a low-rank form of brown coal which has properties that allow it to be converted into oil. Spitfire Oil Pty Ltd has secured exploration licences over both the Deposit and adjacent ground prospective for extensions of the Deposit. Funds raised to date have been primarily used to establish the technical and economic potential of the Deposit and define the potential resource. Additional funding will be required to establish commercial scale mining and processing.
The Deposit is characterised by its relatively high kerogen content. Kerogen is a hydrocarbon compound which converts into oil. Original test work prior to Admission to AIM in July 2007 indicated that oil may be recoverable from the Deposit at an average yield of approximately 69 litres per tonne of lignite (in situ) or 0.43 barrels per tonne or better. After adjustments for average moisture content and other variables, GHD (the Independent Person at time of Admission) estimated the Deposit to contain an extractable volume of approximately 200 million barrels of oil, should the JORC code calculated Inferred Resource of just over 500 million tonnes of lignite (assuming a 5 metre thickness cut-off) be proven to be economic.
Over the period since Admission to AIM in July 2007, resource assessment work in the field at Salmon Gums and laboratory test work at Curtin University of Technology in Western Australia, as well as company economic analyses, have increased the original estimate of a commercial resource. Under the latest Australian Code for Reporting Exploration Results, Mineral Resources and Ore Reserves (the "JORC Code") estimate there are 876 million tonnes (406 million indicated and 470 million tonnes inferred) of lignite in the Deposit, which applying test work yields would contain in excess of 300 million barrels of oil.
The completed work has also demonstrated that the company’s proposed low temperature pyrolysis coal-to-liquids process generates low carbon emissions which are of the same order of magnitude as those associated with producing and refining typical heavy oils. This contrasts with the more conventional (Gasification and Fischer-Tropsch based) coal-to-liquids processes that generate at least four times that amount of carbon emissions.
Test work and other investigations at Spitfire‟s research and development laboratories at Curtin University of Technology have highlighted the expanding complexity and growth in the scope of research required in refining and finalising the Company‟s proprietary L2VTM lignite to liquids process. Consequently, in September 2009 the directors ordered a complete financial and technical reappraisal of the project including an analysis of other competing coal-to-liquids and coal to gas to liquids technologies. Spitfire continues to evaluate competing technologies in the processing of lignite into synthetic oil and gas. Technological progress has still not proceeded fast enough in attaining a proven alternative processing methodology, particularly in dealing with the salt content in the lignite, which meets the economic criteria set by the Company. Interest has been forthcoming by third parties in working with Spitfire in joint venture to apply certain technologies to the Salmon Gums lignite but, to date, no process has been demonstrated which provides the economic returns expected by Spitfire. Discussions remain ongoing on this subject. In the mean time Spitfire has applied for retention licences over the Deposit in order to retain the rights to the Deposit whilst minimising expenditure commitments.
Spitfire continues to search for a suitable alternative or complimentary oil and gas project. Despite the continuing world financial turmoil, attractive resource projects remain either extremely scarce or significantly overpriced. To date, none have met the economic or geological criteria set by the Company.
Investment Strategy
Investment Strategy
Not applicable
Geographic
Country of Incorporation
The company is incorporated in Bermuda.Main Country of Operation
The company's primary country of operation is Australia.Constitutional Documents
Articles of Assocation and most recent Aim Admission document
AIM Admission Document
so_aim_admission_document.pdfCompany Bye-Laws
so_bye_laws.pdfAIM Listed Securities
Statement of rights of shareholders (if not UK incorporated)
Shareholders' Rights
As Spitfire Oil is not incorporated in the United Kingdom, the rights of shareholders are different from the rights of shareholders in a UK incorporated company.
The Company is an exempted company incorporated in Bermuda under the Bermuda Act. There are a number of differences between the corporate structure of the Company and that of a public limited company incorporated in England under the Companies Act 1985.
The Directors consider that it is appropriate to retain the majority of the usual features of a publicly traded company in Bermuda. Set out below is a description of the principal relevant differences between companies incorporated in England and Bermuda:
- Pre-emptive rights: shareholders do not have pre-emption rights under the Bermuda Act over further issues of the shares of the Company;
- Takeovers: the Company will not be subject to the City Code on Takeovers and Mergers and the Bermuda Act does not contain provisions which would force a person acquiring a majority of shares in a company also to acquire the shares of the minority; 16
- Disclosure of interests in shares: under the Bermuda Act, shareholders are not obliged to disclose their interests in the Company in the same way as shareholders of a company governed by the Companies Act 1985 are required to do. However, the bye-laws provide that (to the extent permitted by applicable law) any person is obliged to notify the Company (within the period and including the particulars required by the Company) if the aggregate number of Ordinary Shares in which it is interested (A) exceeds three per cent. of the outstanding issued shared capital of the Company or (B) changes for an aggregate amount which exceeds three per cent. of the outstanding issued share capital of the Company; and unless otherwise directed by the Directors, Shareholders will not be entitled to receive dividends or to vote or appoint a proxy to vote, at any meeting of shareholders unless, in connection therewith, they either certify to the Company that they have complied with such obligation or provide any required notification on written request by the Company; a registered holder of Ordinary Shares is obliged to notify the Company (within the period and including the particulars required by the Company) of any person interested in such Ordinary Shares; and, unless otherwise directed by the Directors, dividend rights and voting rights in respect of such shares may not be exercised for so long as such holder of Ordinary Shares is in default of this obligation; and for the purposes of the above “interest” (and cognate terms) shall be construed in accordance with the Companies Act 1985 section 208.
- Issue of preference shares: in certain circumstances, the Board may issue preference shares in terms intended to delay or prevent a change of control. Additionally, the Board or the Shareholders in general meeting or by unanimous written resolution may create preference shares with liquidation rights, dividend rights or rights to receive consideration that greatly exceeds the amount given to holders of Ordinary Shares.
- Dividends: the declaration of dividends shall be at the discretion of the Board and shall not require the consent of Shareholders.
Restrictions on Transfer of Securities
Transfer Restrictions
There are no restrictions on the transfer of shares.Aim Securities in Issue
Issued Shares
The Company is authorised to issue 100,000,000 Ordinary Shares of which 42,550,668 Ordinary Shares have been issued and credited as fully paid-up.
Share Options
The Group has established the Spitfire Oil Share Scheme, further details of which are set out in the AIM Admission document.
The Directors have been granted options pursuant to the Spitfire Oil Share Scheme in respect of, in aggregate, 2,500,000 Ordinary Shares, with an exercise price of 60 pence. These options become exercisable in three equal tranches prior to the third anniversary of Admission and are not subject to any performance conditions.
The Company has 2,650,000 Ordinary Shares, representing 8.2 per cent. of the Enlarged Share Capital, under option.
Further options under the Spitfire Oil Share Scheme may be granted to selected key employees and/or new joiners of the Group over up to 1,000,000 Ordinary Shares. Under the terms of a consultancy agreement between the Company and Professor Dong-ke Zhang, the Company has issued 800,000 Redeemable Preference Shares to Professor Zhang which, upon the achievement of performance milestones, may be converted into Ordinary Shares.
Shares held as treasury shares
Treasury
There are no shares held in treasury.Percentage of shares not in public hands
Shares not in public hands
The percentages of shares not in public hands at admission is as follows:
| Griffin Mining Limited | 39.17% |
| Genex Limited | 30.42% |
| Spitfire Oil directors | 1.88% |
Identity and Percentage held of significant shareholders
Significant Shareholders
Significant shareholdings are:
| Griffin Mining Limited | 39.17% |
| Genex Limited | 30.42% |
| Kefco Nominees Pty Ltd | 7.10% |
| Mrs Lisa Revelins | 3.34% |
Other Exchanges/Trading Platforms
Exchanges
The company's shares are listed on the Alternative Investment Market of the London Stock Exchange. The company's shares are not
listed on any exchanges other than AIM.
Financial Reports (Last full report and all interims since last full)
Annual Accounts
Annual report and accounts are available as Adobe Acrobat PDF ("portable document format") files. To open a file click the appropriate link below. Alternatively, use the right mouse button and select "Save Target As" to save the file to your own computer.
- SpitfireOil_Annual_Report_Period_Ended_30_June_2008.pdf (1.87Mb)
- SpitfireOil_Annual Report_Year_Ended_30_June_2009.pdf (2.3Mb)
- SpitfireOil_Annual Report_Year_Ended_30_June_2010.pdf (1.37Mb)
- SpitfireOil_Annual Report_Year_Ended_30_June_2011.pdf (1.84Mb)
News
Notifications in last 12 months
Recent News at 20 May 2012
09 March 2012
Interim Statement.
06 December 2011
Annual General Meeting.
10 November 2011
Annual General Meeting.
27 October 2011
Preliminary Results.
31 March 2011
Special General Meeting.
21 March 2011
Grant of Options.
18 March 2011
Special General Meeting.
02 March 2011
Interim Statement for the six months ended 31st December 2010.
31 December 2010
Posting of Annual Report and Accounts.
17 December 2010
Preliminary Results.
17 December 2010
Annual General Meeting.
09 December 2010
Annual General Meeting.
29 November 2010
Change of Adviser.
05 May 2010
Gold Exploration.
12 March 2010
Special General Meeting.
11 March 2010
Interim Results.
07 December 2009
Preliminary Results.
03 December 2009
Annual General Meeting.
02 December 2009
Director Resignation.
04 November 2009
Notice of AGM.
21 September 2009
Commencement of gold exploration program and review of operations.
24 August 2009
Spitfire appoint Thyl Kint to the Board
07 July 2009
Appointment of Joint Broker.
30 March 2009
Interim Statement for the six months ended 31st December 2008
25 February 2009
Appointment of Nominated Broker and Adviser.
12 January 2009
First Oil Production from Spitfire Oil’s New Test Reactor
13 November 2008
Substantial shareholder notification
01 October 2008
Preliminary Results
04 June 2008
Appointment of new Chief Executive Officer
01 April 2008
Interim Results.
05 November 2007
Coal-to-liquids converter delivered and Resource definition drilling commenced
02 November 2007
Subsidiary's results for the year ended 30 June 2007.
18 July 2007
Trading of Spitfire Oil shares commences on AIM.
13 July 2007
Announcement made by Spitfire Oil prior to admission in accordance with rule 2 of the AIM Rules for companies.
Shareholder documents
Circulars and similar publications sent to shareholders in past 12 months
Circulars
The company has not sent any circulars to shareholders.Directors
Responsibilities
Board of Directors
Mladen Ninkov (Non-executive Chairman)Malcolm Roger Joseph Randall (Non-executive Director)
Rupert William Ashton Crowe (Non-executive Director)
Roger Goodwin (Non-executive Director)
Biographies
Mladen Ninkov
Mladen Ninkov, Non-executive Chairman of Spitfire Oil, aged 50, holds a Masters of Law Degree from Trinity Hall, Cambridge and Bachelor of Laws (with Honours) and Bachelor of Jurisprudence Degree from the University of Western Australia. He is the principal of Keynes Capital. He has a mining, legal, fund management and investment banking background and is admitted as a barrister and solicitor of the Supreme Court of Western Australia. He was the Chairman and Managing Director of the Dragon Capital Funds management group, a director and Head of International Corporate Finance at ANZ Grindlays Bank Plc in London, and a Vice President of Prudential-Bache Securities Inc. in New York. He also worked at Skadden Arps Slate Meagher & Flom in New York and Freehill Hollingdale & Page in Australia. He has been chairman and director of a number of both public and private mining companies. He is the Chairman of Griffin Mining, the AIM traded company, which has successfully brought the Caijiaying zinc mine in China into production. At the 2006 AIM Awards, Griffin Mining received the award for the best performing share on AIM over 5 years for the years 2001 to 2006.
Malcolm Randall
Malcolm Randall, Non-executive Director, aged 61. Malcolm joined the Group in November 2005. Malcolm has had extensive experience in corporate, management and marketing in the resource sector including over 20 years with Rio Tinto. His career has included senior technical and commercial management roles in Hamersley Iron Pty Ltd and commercial advisor to the Hope Downs Iron Ore project. Malcolm is chairman of ASX listed companies Iron Ore Holdings Limited and Olympia Resources Limited and is a director of ASX listed companies United Minerals Corporation NL, Thundelarra Exploration Limited and Royal Resources Limited.
Rupert Crowe
Rupert Crowe, Non-executive Director, aged 58. Rupert joined the Group in November 2005. Rupert has 30 years experience as a geologist and has been closely involved with exploration of the Deposit over the past nine years. After six years with the Geological Survey of Western Australia he became Exploration Manager for Aquitaine Mining (Ireland) Ltd. In 1984 he founded Crowe, Schaffalitzky and Associates Ltd in Ireland. From 1988 to 1996 he was a director at Invernia West Plc in Ireland and from 1990 he was the managing director of Leader Resources NL in Australia, From 1997 until December 2006 he was the managing director of CSA Australia Pty Ltd. From 1998 to 2006 he was in charge of development of the Caijiaying Zinc/Gold mine for Griffin Mining Ltd, which was the first new mine in China which was owned by a foreign company.
Roger Goodwin
Roger Goodwin Non-executive Director, aged 56, is a fellow of the Institute of Chartered Accountants in England and Wales who has held senior positions with a number of companies in the natural resource sector in both mining and oil and gas. He has a strong professional background formerly being a manager at KPMG with extensive experience with public companies and corporate finance especially in emerging markets. Roger was named as one of the UK’s top 100 finance directors by Finance Week magazine. Roger is also the Finance Director of Griffin Mining, the AIM traded company, which has successfully brought the Caijiaying zinc mine in China into production.
Committees
Management Committees
Whilst Spitfire Oil is not subject to the Combined Code applicable to companies listed on the Official List, the Directors recognise the importance of sound corporate governance. Spitfire Oil intends to comply with the Corporate Governance Guidelines for AIM Companies as published by the Quoted Companies Alliance (as far as applicable).
The Directors have established an Audit Committee, Remuneration Committee and Nominations Committee, each with formally delegated rules and responsibilities. Each of the committees currently comprises the non-executive Directors and will meet at least twice each year in respect of the Audit Committee and once per year in respect of each of the Nominations Committee and Remuneration Committee.
Spitfire Oil will hold at least 4 board meetings each year. The Board is responsible for formulating, reviewing and approving the Group’s strategy, budgets, major items of capital expenditure and acquisitions.
The Audit Committee will be responsible for ensuring that the financial performance of the Company is properly reported on and monitored and for meeting the auditors and reviewing the reports from the auditors relating to accounts and internal control systems. It will meet once a year with the auditors without executive board members present. The Audit Committee will comprise the non-executive Directors of the Company and will be chaired by Roger Goodwin.
The Remuneration Committee will review the performance of the executive Directors and will set and review the scale and structure of their remuneration and the terms of their service agreements with due regard to the interests of Shareholders. In determining the remuneration of executive Directors, the Remuneration Committee will seek to attract and retain executives of the highest calibre. The Remuneration Committee will also make recommendations to the Board concerning the allocation of share options to employees. No Director will be permitted to participate in discussions or decisions concerning his own remuneration. The Remuneration Committee will comprise the non-executive Directors and will be chaired by Malcolm Randall.
The Nominations Committee will meet as required for the purpose of considering new or replacement appointments to the Board. The Nominations Committee will comprise the non-executive Directors of the Company and will be chaired by Rupert Crowe. The Company has adopted a share dealing code for Directors’ and employees’ share dealings which are appropriate for an AIM quoted company. The Directors will comply with Rule 21 of the AIM Rules relating to Directors’ dealings and in addition will take all reasonable steps to ensure compliance with the code by the Group’s applicable employees.
Advisers (Nominated Adviser & other advisers)
Nominated Adviser and Broker
Panmure Gordon (UK) Limited
155 Moorgate
LONDON
EC2M 6XB
United Kingdom
Solicitors to the Company as to English Law
Addleshaw Goddard LLP
Milton Gate,
60 Chiswell Street,
London.
EC1Y 4AG
United Kingdom
Solicitors to the Company as to Australian Law
Hunt & Humphrey
Level 2,
Hyatt Centre,
20 Terrace Road,
East Perth
Western Australia 6004
Australia
Solicitors to the Company as to Bermudian Law
Conyers, Dill & Pearman
Clarendon House
2 Church Street
Hamilton HM11
Bermuda
Geological Consultants
CSA Global
Level1,
47 Burswood Road
Burswood
Western Australia 6100
Australia
Auditors
William Buck
Level 3
83 South Perth Esplanade
South Perth
WA 6151
Australia
Registrars & Transfer Agents
Capita Registrars (Jersey) Ltd
12 Castle Street
St Helier
Jersey
JE2 3RT