Whitebark Energy : Supplementary Prospectus

WHITEBARK ENERGY LIMITED

ACN 079 432 796 SUPPLEMENTARY PROSPECTUS

For personal use only

• 1. IMPORTANT INFORMATION

  This is a supplementary prospectus (Supplementary Prospectus) which supplements and is intended to be read with the prospectus dated 10 March 2022 (Prospectus) issued by Whitebark Energy Limited (ACN 079 432 796) (Whitebark or Company).

  This Supplementary Prospectus is dated 22 April 2022 and was lodged with the ASIC on that date.

  The ASIC, the ASX and their respective officers take no responsibility for the contents of this Supplementary Prospectus.

  This Supplementary Prospectus should be read together with the Prospectus. Other than as set out below, all details in relation to the Prospectus remain unchanged. Terms and abbreviations defined in the Prospectus have the same meaning in this Supplementary Prospectus. If there is a conflict between the Prospectus and this Supplementary Prospectus, this Supplementary Prospectus will prevail.

  This Supplementary Prospectus will be issued with the Prospectus as an electronic prospectus, copies of which can be downloaded from the website of the Company atwww.whitebarkenergy.com.

  This is an important document and should be read in its entirety. If you do not understand it, you should consult your professional advisers without delay.

  The Directors believe that the changes in this Supplementary Prospectus are not materially adverse from the point of view of an investor. Accordingly, no action needs to be taken if you have already subscribed for new Shares under the Prospectus.

• 2. PURPOSE OF THIS DOCUMENT

  The purpose of this Supplementary Prospectus is to provide Shareholders with additional disclosure with respect to the:

  • (a) Company's accounts for the financial half-year ended 31 December 2021 (Half Year Report) (see section3of this Supplementary Prospectus);

  • (b) Company's updated financial information (see section4of this Supplementary Prospectus and the revised Investigating Accountant's Report annexed to this Supplementary Prospectus as Annexure A); and

  • (c) potential risks that climate change has with respect to the Company's operations (see section 5 of this Supplementary Prospectus).

This Supplementary Prospectus dated 22 April 2022 is intended to be read the Prospectus issued by Whitebark EnergyLimited (ACN 079 432 796) dated 10 March 2022.

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• 3. HALF YEAR REPORT

  This Supplementary Prospectus incorporates by reference the Half Year Report, which was lodged with ASIC and announced on the Company's ASX announcements platform on 13 April 2022.

  For personal use only

  The Half Year Report contain information that Shareholders require in relation to the Offer and as such are deemed to be incorporated in this Supplementary Prospectus in their entirety.

  In referring to the Half Year Report, the Company:

  • (d) identifies the Half Year Report as being relevant to the Offer under the Prospectus and contains information that will provide Shareholders and their professional advisers to assist them in making an informed assessment of:

    • (i) the rights and liabilities attaching to the Shares being issued under the Offer; and

    • (ii) the assets and liabilities, financial position and performance, profits and losses and prospects of the Company;

  • (e) informs Shareholders and their professional advisers that they are able to obtain, free of charge, a copy of the Half Year Report by contacting the Company at its registered office during normal business hours during the period of the Offer; and

  • (f) advises that the information in the Half Year Report will be primarily of interest to Shareholders and their professional advisers or analysts.

• 4. FINANCIAL INFORMATION

• 4.1 Introduction

  The financial information contained in this section includes:

  (a) audited consolidated statements of profit or loss and other comprehensive income for the financial year ended 30 June 2020 (FY20), 30 June 2021 (FY21) and reviewed consolidated statement of profit or loss and other comprehensive income for the half-year ended 31 December 2021 (HY22);

  • (b) audited consolidated statement of cash flows for FY20, FY21 and HY22;

  • (c) audited consolidated statements of financial position as at 30 June 2020, 30 June 2021 and reviewed consolidated statements of financial position as at 31 December 2021; and

  (together referred to as the "Statutory Historical Financial Information"),

(d)pro forma historical consolidated statement of financial position as at 31 December 2021 and supporting notes which includes the Pro Forma transactions, subsequent events, consolidation adjustments and capital raising;

(referred to as the "Pro Forma Historical Financial Information").

This Supplementary Prospectus dated 22 April 2022 is intended to be read the Prospectus issued by Whitebark EnergyLimited (ACN 079 432 796) dated 10 March 2022.

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The Statutory Historical Financial Information and Pro Forma Historical Financial Information together referred to as the "Financial Information".

The Financial Information should be read together with the other information contained in the Prospectus, including:

For personal use only

(a)

management's discussion and analysis set out in this section;

• (i) key accounting policies set out in Annexure D of the Prospectus;

• (ii) the risk factors described in section 7 of the Prospectus;

• (iii) the Investigating Accountant's Report on the Financial Information set out in Annexure A of this Supplementary Prospectus; and

• (iv) the other information contained in the Prospectus and this Supplementary Prospectus.

Any discrepancies between totals and the sum of components in tables and figures contained in this Prospectus in comparison to the audited and reviewed financial reports are due to rounding.

Investors should also note that historical results are not a guarantee of future performance.

4.2

Basis of preparation of the Statutory Historical and Pro Forma Historical Financial Information ("Financial Information")

(a)

Overview

The Financial Information is intended to present potential investors with information to assist them in understanding the underlying historical financial performance, cash flows and financial position of Whitebark, together with the pro forma historical financial position. The Directors are responsible for the preparation and presentation of the Financial Information.

Subject to section4.2(b)of this Supplementary Prospectus, which details the preparation of the Historical Financial Information, the financial information in the Prospectus and this Supplementary Prospectus has been prepared and presented in accordance with the recognition and measurement principles of the Australian Accounting Standards, which are consistent with the International Financial Reporting Standards ("IFRS") and interpretations issued by the International Accounting Standards Board. The Financial Information is presented in an abbreviated form insofar as it does not include all the disclosures, statements or comparative information as required by the Australian Accounting Standards applicable to annual financial reports prepared in accordance with the Corporations Act.

Significant accounting policies applied to the Financial Information are noted at Annexure D of the Prospectus. Whitebark has applied new accounting standards effective when applicable, this includes AASB 15 "Revenue from contracts with customers" (applicable from 1 January 2018) and AASB 16 "Leases" (applicable from 1 January 2019).

This Supplementary Prospectus dated 22 April 2022 is intended to be read the Prospectus issued by Whitebark EnergyLimited (ACN 079 432 796) dated 10 March 2022.

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For personal use only

The consolidated general purpose financial statements of the Company were prepared in accordance with the Corporations Act, Australian Accounting Standards and other authoritative pronouncements of the Australian Accounting Standards Board. Compliance with Australian Accounting Standards results in full compliance with IFRS as issued by the International Accounting Standards Board.

The Financial Information presented in this section includes a consolidation for FY20, FY21 and HY22 of the following entities historical financial performance:

• (i) Whitebark Energy Ltd (FY20 - HY22)

• (ii) Rex Energy Ltd (FY21 - HY22)

• (iii) Tejon Energy Pty Ltd (FY20 - HY22)

• (iv) Tejon Energy Inc (FY20 - HY22)

• (v) Latent Petroleum Pty Ltd (FY20 - HY22)

• (vi) Calor Energy Pty Ltd (FY20 - HY22)

• (vii) Kubla Oil Pty Ltd (FY20 - HY22)

• (viii) Salt Bush Energy Ltd (FY20)

• (ix) Iron Bark Energy Ltd (FY20 - HY22)

Whitebark's key accounting policies are detailed in Annexure D of the Prospectus. In preparing the Financial Information, the accounting policies of Whitebark have been applied consistently throughout the periods presented.

(b)

Preparation of the Financial Information

The Historical Financial Information has been prepared on a consolidated basis for FY20, FY21 and HY22.

Whitebark's historical financial performance and financial position has been audited by KPMG for the year ended and as at 30 June 2020 and 30 June 2021 and reviewed by UHY Haines Norton for half year ended and as at 31 December 2021. An unqualified audit opinion by KPMG and unqualified review opinion by UHY Haines Norton was issued for each of those periods with material uncertainty regarding the going concern assumption, which was dependent upon:

• (i) the Company having sufficient cash available for Whitebark to continue operating until it can raise further capital;

• (ii) the Company successfully closing the Offer and gaining re-admission to the ASX Official List (or raising additional capital through debt/equity funding); and

• (iii) the Company having the continued support of its shareholders and financiers as demonstrated by the recent success in placement (2021).

This Supplementary Prospectus dated 22 April 2022 is intended to be read the Prospectus issued by Whitebark EnergyLimited (ACN 079 432 796) dated 10 March 2022.

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For personal use only

Audited FY20 ($)	Audited FY21 ($)	Reviewed 31 Dec 21 ($)
Revenue	3,378,369	3,342,663	2,109,418
Royalties	(502,225)	(657,037)	(172,509)
Cost of goods sold	(2,418,231)	(1,842,616)	(856,557)
GROSS PROFIT	457,913	843,010	1,080,352
Other income	75,846	3,763,087	5,956
Finance income	61,566	56,348	3,312
Profit on disposal of assets	1,324,833	9,071	800
Change in fair value of financial assets	(350,493)	-	-
EXPENSES
Administrative expenses	(2,811,768)	(1,776,230)	(413,923)
Finance costs	(58,329)	(20,025)	(6,828)
Impairment expense on property, plant and equipment	-	(10,351,783)	(838,857)
Impairment expense on exploration and evaluation assets	-	-	-
Impairment expense on trade receivables	-	(1,123,008)	281,637

The Financial Information has been reviewed by UHY Haines Norton Corporate Finance Pty Ltd, whose Investigating Accountant's Report that is annexed to this Supplementary Prospectus as Annexure A. Investors should note the scope and limitations of that report. The information in this section should also be read in conjunction with the risk factors set out in section 7 of the Prospectus and other information contained in this Supplementary Prospectus and the Prospectus.

All amounts disclosed in the tables in this section are presented in Australian dollars unless otherwise noted, are rounded to the nearest whole dollar. Some numerical figures included in this Supplementary Prospectus have been subject to rounding adjustments. Any discrepancies between totals and sum of components in figures contained in this Supplementary Prospectus are due to rounding.

(c)

The Directors are responsible for the inclusion of all financial information in the Prospectus and this Supplementary Prospectus. Investors should note that historical financial performance is not a guide for future financial performance.

4.3

Statutory Historical statement of profit or loss and other comprehensive income

The table below presents the summarised statutory historical statement of profit or loss and other comprehensive income for FY20, FY21 and HY22.

This Supplementary Prospectus dated 22 April 2022 is intended to be read the Prospectus issued by Whitebark EnergyLimited (ACN 079 432 796) dated 10 March 2022.

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