Financial Statements

(Unaudited – Prepared by Management and expressed in US Dollars)

STATEMENTS OF FINANCIAL POSITION

ON BEHALF OF THE BOARD:

“Richard L. McAdoo”, Director & CEO

“Phillip B. Garrison”, Director & Acting CFO

- See Accompanying Notes –

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Continental Energy Corporation

Financial Statements

(Unaudited – Prepared by Management and expressed in US Dollars)

STATEMENTS OF LOSS AND COMPREHENSIVE LOSS

- See Accompanying Notes –

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Continental Energy Corporation

Financial Statements

(Unaudited – Prepared by Management and expressed in US Dollars)

STATEMENTS OF CASH FLOWS

- See Accompanying Notes –

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NOTES TO THE INTERIM FINANCIAL STATEMENTS

(Unaudited – Prepared by Management and expressed in US Dollars)

30 SEPTEMBER 2020

Continental Energy Corporation (“Continental” or the “Company”) is incorporated under the laws of the Province of British Columbia, Canada. The Company’s registered address and records office is 1500-1055 West Georgia Street, Vancouver, British Columbia, Canada V6E 4N7.

The Company is a developer of modular, small-scale crude oil refineries that are co-located with smaller and/or stranded oil and gas producing fields. Each refinery will be designed to refine high demand motor fuels for supply to underserved local markets in the Republic of Indonesia. The Company operates its primary business activities through two subsidiaries in Indonesia. Each of these subsidiaries has received the necessary investment licenses to permit foreign direct investment in Indonesia and one has received the required licenses from the Indonesian Ministry of Mines and Energy to build, own, and operate a petroleum refining business. The Company is now working towards securing financing to begin construction.

These Interim Financial Statements have been prepared on the basis of accounting principles applicable to a going concern, which assumes that the Company will continue in operation for the foreseeable future and will be able to realize its assets and discharge its liabilities in the normal course of operations. The Company is a development stage company and has incurred operating losses over the past several fiscal years and has no current source of operating cash flows. The Company’s ability to continue as a going concern is dependent upon its ability to obtain the financing necessary to acquire and develop its projects as well as fund ongoing administration expenses. There are no assurances that sufficient funding will be available.

Management intends to obtain additional funding primarily by issuing common and preferred shares in private placements, and/or by joining with strategic partners and joint venture partners in its refinery developments. There can be no assurance that management’s future financing actions will be successful. Management is not able to assess the likelihood or timing of raising capital for future expenditures or acquisitions.

These uncertainties indicate the existence of material uncertainty that casts substantial doubt on the Company’s ability to continue as a going concern in the future. If the going concern assumption were not appropriate for these Interim Financial Statements, liquidation accounting would apply, and adjustments would be necessary to the carrying values and classification of assets, liabilities, the reported income and expenses, and such adjustments could be material.

In March 2020, the World Health Organization declared coronavirus COVID-19 a global pandemic. This contagious disease outbreak, which has continued to spread, and any related adverse public health developments, has adversely affected workforces, economies, and financial markets globally, potentially leading to an economic downturn. It is not possible for the Company to predict the duration or magnitude of the adverse results of the outbreak and its effects on the Company’s business or results of operations at this time.  

2.Basis of Preparation 

The Company’s Board of Directors has delegated the responsibility and authority to its Audit Committee for approving interim quarterly financial statements and the companion Management Discussion and Analysis ("MD&A"). The Audit Committee approved these consolidated Interim Financial Statements and MD&A on 27 November 2020.

These Interim Financial Statements are consolidated financial statements and include the financial statements of the Company and the corporate entities controlled by the Company. Control exists when the Company has the power, directly or indirectly, to govern the financial and operating policies of an entity so as to obtain benefits from its activities. The financial statements of subsidiaries are included in the consolidated financial statements from the date that control commences until the date that control ceases. All intercompany transactions and balances have been eliminated.

These consolidated Interim Financial Statements include the accounts of the Company and its two Indonesian operating subsidiaries, both of which are limited liability companies incorporated under the foreign direct ownership of companies laws of the Republic of Indonesia:

·PT Continental Hilir Indonesia ("PT-CHI"), 100% owned and controlled by Continental. 

·PT Kilang Kaltim Continental ("PT-KKC"), 100% owned and controlled by Continental. 

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NOTES TO THE INTERIM FINANCIAL STATEMENTS

(Unaudited – Prepared by Management and expressed in US Dollars)

30 SEPTEMBER 2020

These consolidated interim financial statements have been prepared on a historical cost basis using the accrual basis of accounting and are presented in United States ("U.S.") dollars, the functional currency of the Company and its subsidiaries, except when otherwise indicated. When foreign exchange conversion is required for accounting and presentation purposes the Company uniformly applies the daily average reference rate published each banking day for U.S. dollar exchange rates the Bank of Canada for Canadian dollars ("CAD") and by the Bank of Indonesia for Indonesian Rupiah ("IDR").

These consolidated Interim Financial Statements may be read in conjunction with the consolidated annual audited financial statements for the Company's most recently completed fiscal year ended 30 June 2020. The annual statements were also prepared in accordance with the same methods of application as described in this Section-2, but the notes to the annual statements published at the end of each fiscal year include additional and more detailed disclosure and description of Significant Accounting Policies, Significant Accounting Estimates and Judgments, Capital Management Policies, and Financial Risk Management Policies utilized by the Company in preparation of its financial statements.

3.Significant Accounting Estimates and Judgments  

The preparation of these Interim Financial Statements in accordance with IFRS requires that the Company’s management make judgments and estimates and form assumptions that affect the amounts in the financial statements and related notes to those financial statements. Actual results could differ from those estimates. Judgments, estimates and assumptions are reviewed on an ongoing basis based on historical experience and other factors that are considered to be relevant under the circumstances. Revisions to judgments, estimates and assumptions are accounted for prospectively.

In preparing these Interim Financial Statements, the significant judgments made by management in applying the Company’s accounting policies and the key sources of estimation uncertainty were the same as those applied to the audited financial statements for the last fiscal year ended 30 June 2020.

4.Recent Accounting Pronouncements and Adoption of New Standards 

Certain new standards, interpretations, amendments and improvements to existing standards are from time to time issued by the IASB or the IFRIC.

IFRS 9 - Financial Instruments

The Company adopted IFRS 9 on 1 July 2018. This standard and its consequential amendments have replaced IAS 39 Financial Instruments: Recognition and Measurement.  IFRS 9 uses a single approach to determine whether a financial asset is measured at amortized cost or fair value, replacing the multiple rules in IAS 39.  The approach in IFRS 9 is based on how an entity manages its financial instruments in the context of its business model and the contractual cash flow characteristics of the financial assets.  Most of the requirements in IAS 39 for classification and measurement of financial liabilities were carried forward unchanged to IFRS 9, except that an entity choosing to measure a financial liability at fair value will present the portion of any change in its fair value due to changes in the entity’s own credit risk in other comprehensive income, rather than within profit or loss.  The new standard also requires a single impairment method to be used, replacing the multiple impairment methods in IAS 39.

Due to the nature of the Company’s financial instruments, i.e. cash being the only financial asset and the loan from a Related Party and other accounts payable being the only financial liabilities, the adoption of the standard did not have any impact on the Company’s financial statements. The classification and measurement of the Company’s financial instruments under IAS 39 and the new measurement categories under IFRS 9 are described below:

The following new standards and amendments to standards have been issued but are not effective during the Company’s current fiscal year.

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NOTES TO THE INTERIM FINANCIAL STATEMENTS

(Unaudited – Prepared by Management and expressed in US Dollars)

30 SEPTEMBER 2020

IFRS 16 - Leases

The Company adopted IFRS 16 on 1 July 2019. This standard and its consequential amendments have replaced IAS 17 – Leases and its associated interpretative guidance.  IFRS 16 applies a control model to the identification of leases, distinguishing between a lease and a service contract on the basis of whether the customer controls the asset being leased.  For those assets determined to meet the definition of a lease, IFRS 16 introduces significant changes to the accounting by lessees, introducing a single, on-balance sheet accounting model that is similar to current finance lease accounting, with limited exceptions for short-term leases or leases of low value assets.  Lessor accounting remains similar to current accounting practice.  IFRS 16 is effective for annual periods beginning on or after January 1, 2019. The Company anticipates the adoption of IFRS 16 on will not have a material impact on the results and financial position of the Company. Except for a short term lease on its interim office in Jakarta (approximately $1,150 per month), the Company does not have any other material leasing arrangements.

The interpretation addresses the accounting for income taxes when tax treatments involve uncertainty. It specifically addresses the following:

·Whether an entity considers uncertain tax treatments separately; 

·The assumptions an entity makes about the examination of tax treatments by taxation authorities; 

·How an entity determines taxable profit or loss, tax bases, unused tax losses, unused tax credits, and tax rates; and 

·How an entity considers changes in facts and circumstances. 

An entity has to determine whether to consider each uncertain tax treatment separately or together with one or more other uncertain tax treatments. The approach that better predicts the resolution of the uncertainty should be followed. The IFRIC 23 interpretation is effective for annual reporting periods beginning on or after 1 January 2019. The Company will apply the interpretation from 1 July 2019 but expects that the interpretation will not have any significant impact on its consolidated financial statements.

The Company issued three promissory notes to unrelated arms-length parties for an aggregate principal amount of $100,000 in respect of assumption of debt by the Company pursuant to an acquisition transaction that closed during fiscal 2018. The notes bear non-compounding simple interest at a rate of nine (9%) per year and are due and payable on 1 September 2020. During the past fiscal 2019 year, the Company repaid two of the notes together with accumulated interest thereon in the amount of $34,919. The third note matured on 31 August 2020 and is now past due and payable.

The Company issued two promissory notes on 20 March 2020 to unrelated arms-length parties for an aggregate principal amount of $150,000 in respect of working capital loans to the Company. The notes bear non-compounding simple interest at a rate of six (6%) per year, become due and payable on 1 July 2021, may be repaid together with all accumulated interest thereon, at the election of the holders, in cash or in the form of the Company's common shares valued at the volume weighted average trading price during the twenty business days preceding the maturity date or as a participation at the same terms of any private placement closed by the Company prior to the maturity date.

A continuity of the promissory notes payable is as follows:

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NOTES TO THE INTERIM FINANCIAL STATEMENTS

(Unaudited – Prepared by Management and expressed in US Dollars)

30 SEPTEMBER 2020

Authorized Share Capital

500,000,000 common shares without par value and without special rights or restrictions attached.

500,000,000 preferred shares without par value and with special rights or restrictions attached.

Shares issued

No new common shares were issued during the three (3) months period and quarter ended 30 September 2020.

Stock options

The Company has an approved incentive stock option plan under which the Board of Directors may, from time to time, grant options to directors, officers, employees or consultants. Options granted must be exercised within a period as determined by the board. Options vest on the grant date unless otherwise determined by the board. The aggregate number of common shares which may be reserved as outstanding options shall not exceed 25,000,000, and the maximum number of options held by any one individual at any one time shall not exceed 7.5% of the total number of the Company's issued and outstanding common shares and 15% of same for all Related Parties (officers, directors, and insiders) as a group.

A reconciliation of the Company’s stock options outstanding is as follows:

Option Changes - No amendments of options terms were made during the three (3) months period and quarter ended 30 September 2020.

Warrants

Warrants Policy - From time to time the Company may issue warrants to purchase a common share at a fixed price for a fixed period as a performance incentive. Most common are issues of warrants as part of a unit with a common share as an incentive for private placement or similar investors.

A reconciliation of the Company’s warrants outstanding is as follows:

Warrant Activity - During the three (3) months period and quarter ended 30 September 2020, no new warrants were issued, no warrants expired, no warrants were exercised, and no changes were made to the terms and conditions of any outstanding warrants.

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NOTES TO THE INTERIM FINANCIAL STATEMENTS

(Unaudited – Prepared by Management and expressed in US Dollars)

30 SEPTEMBER 2020

Summary - A summary of the Company’s outstanding warrants on 30 September 2020 is as follows:

7.1Related Party Balances - At the completion of this First Quarter and first three (3) months of the Company's Fiscal 2021 year, the Year-To-Date ("YTD") balances due to Related Parties, compared to the balance due them at the end of the Company's most recently completed fiscal year ended 30 June 2020 ("FYE20"), are as follows: 

a)an aggregate amount of YTD $266,979 (FYE20 - $271,683) was due and payable to the Company's Officers as accumulated but unpaid salary and fees. These amounts are included in accounts payable and are unsecured and non-interest bearing; and 

b)an aggregate amount of YTD $87,500 (FYE20 - $87,500) was due and payable to the Company's CEO as repayment of accumulated loans made in prior years by the CEO to the Company for assistance with working capital. This loan is unsecured and interest free with no fixed repayment terms; and 

7.2Transactions With Related Parties - During the First Quarter and three (3) month period ended 30 September 2020, the Company did not engage in any transactions with Related Parties except for accrual and payment of salary and fees. 

7.3Compensation Of Officers - During the First Quarter and three (3) months period ended 30 September 2020, aggregate YTD compensation was paid or accrued to Officers as follows, together with a comparison to the amount paid or accrued to the Officers for the same period ended 30 September 2019: 

a)The Company, or its wholly owned subsidiaries, paid or accrued salary, fees, or other compensation to the CEO, CEO of its subsidiary, and Acting CFO in the YTD amounts of $10,199 $10,199 and $10,500, respectively. During the same period ended 30 September 2019 the amounts accrued or paid were $10,607, $10,607, and $10,500, respectively.  

b)The CEO of the Company voluntarily suspended and terminated payment and accrual of his salary as CEO of the Company effective on 1 July 2017 and continuing until such time as the Company's financial condition permits a resumption and such resumption is approved by the Board of Directors. Consequently, the Company did not directly accrue any salary, YTD, for the CEO. 

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NOTES TO THE INTERIM FINANCIAL STATEMENTS

(Unaudited – Prepared by Management and expressed in US Dollars)

30 SEPTEMBER 2020

7.4Former Related Party Balances Due -  

a)Former CFO - A former CFO of the Company resigned effective 31 December 2017, and accordingly, the Company terminated accrual of salary upon his resignation date and agreed to issue 4,000,000 common shares to settle $200,000 in accumulated unpaid salary and pay a total amount of $125,000 by end November 2018 to settle all outstanding compensation and amounts due. The settlement shares were issued on 2 January 2018 at a fair value of $0.016 per share and total value of $64,000 and the Company realized a gain on settlement of $136,000. Commencing from 1 January 2018, the CFO agreed to continue as "Acting CFO" without additional compensation and did so until his replacement as Acting CFO on 7 November 2018. Accordingly, during the two fiscal years ended 30 June 2019 and 30 June 2020, the Company did not pay or accrue salary for the former CFO. On 7 December 2018 the former CFO ceased to be a director and also thereupon ceased to be a Related Party of the Company. The Company paid a total of $75,000 of the amount due the former CFO before 30 November 2018. At the 30 September 2020 end of this First Quarter of Fiscal 2021, a total remaining balance due the former CFO in the amount of $50,000 (FYE20 - $50,000) is past due and unpaid and included in accounts payable. 

The Company currently operates in only one segment which is geographically concentrated within the Republic of Indonesia.

No events that would have a material effect upon the business of the Company occurred subsequent to the interim quarter and three (3) months period ended 30 September 2020 and the date of these consolidated Interim Financial Statements.

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