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UNITED STATES |
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of December 2014
Commission File No. 001-17863
CONTINENTAL ENERGY CORPORATION
(Translation of registrant’s name into English)
Unit 201, 2311 Tradition Way, Naples, Florida U.S.A. 34105
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F [ X ] Form 40-F [ ]
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): [ ]
Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): [ ]
Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Continental Energy Corporation | ||
| (Registrant) | ||
| Date: January 12, 2015 | By: | /s/ Robert V. Rudman |
| Name: | Robert V. Rudman | |
| Title: | Chief Executive Officer |
| SEC 1815 (04-07) | Persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
Exhibit 99.1
|
NEWS RELEASE |
| OTCQB: CPPXF |
CONTINENTAL SUBSIDIARY RECEIVES RENEWABLE ENERGY GRANT
Dar es Salaam, Tanzania - 9 December 2014 - Continental Energy Corporation, the "Company", an emerging international energy investment company, today announced that its Tanzanian subsidiary, Ruaha River Power Company Ltd. ("Ruaha Power"), has been appointed manager of a US$ 95,000 grant from the Rural Energy Agency ("REA") of Tanzania.
The grant is made under the Tanzania Energy Development Access ("TEDAP") program with funds provided by the World Bank and the Global Environmental Fund. The proceeds of the grant are to be used to conduct a site specific technical and environmental study for a Ruaha Power proposed two megawatt hybrid renewable energy generation and distribution network, or "Mini-Grid", incorporating a mix of run-of-river hydropower, solar photovoltaic, and biomass gasifier technologies. The study area is in the Iringa and Dodoma regions of central Tanzania and is near the 300 kilowatt Malolo Mini-Grid, an existing hybrid biomass-diesel-solar power project, already under development by Ruaha Power.
The grant agreement was signed in Dar es Salaam by REA's director of technical services, Mr. Bengiel H. Msofe and by Mr. John Tate on behalf of Kastan Mining Ltd., a founding shareholder of Ruaha Power. In addition to being a director of the Company, and a director and CFO of Ruaha Power, Mr. Tate is also the CEO of Kastan. Kastan has assigned responsibility to Ruaha Power to manage the grant and the study. Ruaha Power shall develop and operate the Mini-Grid that results from it.
Company director John Tate, said after the signing; "We are proud to be associated with REA, the World Bank, and the Global Environmental Fund in helping bring reliable, renewable energy to customers in underserved rural markets in Tanzania. We have identified a promising hybrid Mini-Grid development opportunity in the study area. It has a sizeable nearby market with an ever increasing electricity demand. The TEDAP grant is the first step towards Ruaha Power’s goal of realizing a commercial Mini-Grid development there."
The Company's CEO, Richard L. McAdoo commented; "This grant represents an important milestone as we transition the Company from being a traditional energy explorer to being a renewable and alternative energy developer. Our many years of experience in operating complex projects in developing countries around the Indian Ocean Rim has become an important advantage. We have a rapidly building set of renewable energy development projects in the pipeline both in East Africa and SE Asia and look forward to substantial forward progress in 2015."
About Ruaha Power: Ruaha Power is an international renewable energy developer committed to profitably developing and operating customized hybrid renewable electrical power generation and isolated mini-grid distribution networks that supply underserved rural and small urban markets of Tanzania and other developing countries around the Indian Ocean Rim. In addition to the 2 MW Mini-Grid contemplated under the REA TEDAP grant, and its 300 kW Malolo Mini-Grid development, Ruaha Power is conducting a feasibility study on a 25 MW grid-connected, run-of-river hydropower project on Tanzania's Lukosi River.
About the REA and the TEDAP Grant Program: The REA is a government agency set up to promote and facilitate improved access to electrical power in rural and small urban areas of Tanzania. According to the REA, rural and small urban energy consumption accounts for 85% of the nation's demand but less than 15% of rural and small urban inhabitants have access to national grid electricity service. The REA administers the TEDAP program which provides a range of grants, incentives, and other financial support to renewable energy developers addressing these underserved markets.
On behalf of the Company,
Robert V. Rudman, C.A.
Chief Financial Officer
| Source: | Continental Energy Corporation - www.continentalenergy.com |
| Media Contacts: | Robert Rudman, CFO, +1-561-779-9202, rrudman@continentalenergy.com |
Forward Looking Statements - Any statements in this news release that are not historical or factual at the date of this release are forward looking statements. Forward looking statements in this release include Ruaha Power's expectation to profitably develop and operate its Mini-Grids, its installation plans for its Mini-Grids, the number of customers it may be able to connect, and, the Company's expectations for Ruaha Power's future commercial performance. There are many factors which may cause actual performance and results to be substantially different from any express or implied plans, estimates, forecasts, expectations, or objectives described in any forward looking statements. Additional risk factors are described from time to time in the Company's periodic filings with the US Securities Exchange Commission. The Company assumes no obligation to update the information in this release. No securities regulatory authority has either approved or disapproved the contents of this news release.
Exhibit 99.2
|
|
NEWS RELEASE |
| OTCQB: CPPXF |
CONTINENTAL ANNOUNCES 2014 AGM RESULTS
Vancouver, B.C., Canada - December 10, 2014 - Continental Energy Corporation (OTCQB: CPPXF, the “Company”) an emerging international energy company, today announced that at its Annual General Meeting (“AGM”) held on December 5, 2014 in Vancouver, four resolutions brought before the meeting were approved including the following.
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Number of Directors: The Shareholders approved fixing the number of Directors at four (4) for the forthcoming year.
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Election of Directors: Richard L. McAdoo, Robert V. Rudman, and Phillip B. Garrison were re- elected as Directors of the Company for the ensuing year. In addition, a new nominee, Mr. John Tate was elected to the Board of Directors.
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Appointment and Remuneration of Auditor: Dale, Matheson, Carr-Hill & Labonte LLP were reappointed as auditors of the Company for the ensuing year-end and the Directors were authorized to fix their remuneration.
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Sale of Norwegian Subsidiary: Pursuant to a sale and purchase agreement dated September 15, 2014 between the Company and Visionaire Invest AS, the Company agreed to sell its 51% interest in Visionaire Energy AS effective June 30, 2014 on the terms and subject to the conditions set forth in the sale and purchase agreement, including the condition that such sale and purchase transaction shall be subject to the approval of the Company’s shareholders. As a special resolution, the shareholders approved the sale of the Company’s Norwegian subsidiary and the sale was closed immediately following the approval.
On behalf of the Company,
Robert V. Rudman, CFO
Source: Continental Energy Corporation
Media Contacts: Robert Rudman, CFO, 561-779-9202, rrudman@continentalenergy.com
Further Info: www.continentalenergy.com
No securities regulatory authority has either approved or disapproved the contents of this news release.
Certain matters discussed within this press release may be forward-looking statements within the meaning of the "Safe Harbor" provisions of the Private Securities Litigation Reform Act of 1995. Although Continental believes the expectations reflected in such forward-looking statements including reserves estimates, production forecasts, feasibility reports and economic evaluations are based on reasonable expectations and assumptions, it can give no assurance that its expectations will be attained. Factors that could cause actual results to differ materially from expectations include financial performance, regulatory changes, political risk, terrorism, changes in local or national economic conditions and other risks detailed from time to time in Continental's periodic filings with the US Securities Exchange Commission.
Exhibit 99.3
|
|
NEWS RELEASE |
| OTCQB: CPPXF |
CONTINENTAL FAST-TRACKS TANZANIA HYDROPOWER PROJECTS
Dar es Salaam, Tanzania - 15 December 2014 - Continental Energy Corporation, (OTCQB:CPPXF), an emerging international energy investment company ("Continental"), today announced that the United States Trade Development Agency ("USTDA") has awarded a $600,000 grant to support the development by Continental's subsidiary, Ruaha River Power Company Limited ("Ruaha Power"), of two 10 Megawatt ("MW") run-of-river hydropower facilities that will supply power to both the national grid and to off-grid villages in the Lukosi River basin region of Tanzania.
The grant is to fund a detailed feasibility study, to be undertaken by U.S. consulting company Knight Piesold & Co., that will evaluate technical requirements of the proposed facilities and make recommendations on a standardized 10 MW hydropower plant design, layout, and equipment configuration that Ruaha Power can use to fast-track the developments at these and other Ruaha Power selected localities where the required site conditions for a similar size hydropower plant are appropriate.
The grant agreement was signed at the U.S. Embassy in Dar es Salaam by Mr. Brandon Megorden, USTDA Country Manager and Continental director, Mr. John Tate, who is also the CEO of Kastan Mining PLC, the host country sponsor for the grant. Mr. Tate commented after the signing, “We established Ruaha Power to create a platform that could quickly identify, develop, and launch smaller scale renewable energy generation and distribution network projects to serve our target customer base, off-grid communities in Tanzania. Ruaha Power's primary role and objective in the feasibility study is to develop a screening procedure to identify specific additional locations suitable for more 10 MW hydropower developments.”
Continental’s CEO, Mr. Richard L. McAdoo, added, “The template this grant enables us to create will allow us to identify other selected locations in Tanzania, Indonesia, and other developing countries around the Indian Ocean Rim. Our plan is to replicate similarly sized, environmentally friendly run-of-river hydropower projects. The grant also provides us with a strong vote of confidence in Continental’s new business model as we move into the project financing phase to implement these developments.”
About Ruaha Power: Ruaha Power, a subsidiary of Continental, is an international renewable energy developer committed to profitably developing and operating customized hybrid renewable electrical power generation and isolated mini-grid distribution networks ("Mini-Grids") that supply underserved rural and small urban markets of Tanzania and other developing countries around the Indian Ocean Rim. In addition to the hydropower projects supported by the USTDA grant, Ruaha Power is developing a 2 MW Mini-Grid assisted by grant aid from the Rural Energy Agency's Tanzania Electricity Development Program, and another 300 kW Mini-Grid development to serve 1,600 customers in Malolo, Tanzania.
About the USTDA and the Power Africa Initiative: The U.S. Trade and Development Agency helps companies create U.S. jobs through the export of U.S. goods and services for priority development projects in emerging economies. USTDA links U.S. businesses to export opportunities by funding project planning activities, pilot projects, and reverse trade missions while creating sustainable infrastructure and economic growth in partner countries. The grant awarded by USTDA builds upon the Agency’s long history of connecting U.S. industry to priority clean energy projects in sub-Saharan Africa. These hydropower projects also support the goals of Power Africa, a U.S. government-led initiative to increase electricity access across the continent.
On behalf of Continental,
Robert V. Rudman, C.A.
Chief Financial Officer
| Source: | Continental Energy Corporation - www.continentalenergy.com |
| Media Contacts: | Robert Rudman, CFO, +1-561-779-9202, rrudman@continentalenergy.com |
Forward Looking Statements - Any statements in this news release that are not historical or factual at the date of this release are forward looking statements. Forward looking statements in this release include Ruaha Power's expectation to profitably develop and operate its hydropower projects or its Mini-Grids, and Continental's expectations for Ruaha Power's future commercial performance. There are many factors which may cause actual performance and results to be substantially different from any express or implied plans, estimates, forecasts, expectations, or objectives described in any forward looking statements. Additional risk factors are described from time to time in Continental's periodic filings with the US Securities Exchange Commission. Continental assumes no obligation to update the information in this release. No securities regulatory authority has either approved or disapproved the contents of this news release.
Exhibit 99.4
CONTINENTAL ENERGY CORPORATION
| TO: | British Columbia Securities Commission |
| Alberta Securities Commission | |
| AND TO: | Dale Matheson Carr-Hilton LaBonte LLP |
| Davidson & Company LLP | |
| RE: | Notice of Change of Auditor pursuant to Section 4.11 of National Instrument |
| 51-102 – Continuous Disclosure Obligations (“NI 51-102”) |
Pursuant to Section 4.11(7) of NI 51-102, Continental Energy Corporation (the “Issuer”) hereby gives notice of the change of its auditor from Dale Matheson Carr-Hilton LaBonte LLP (“DMCL”) to Davidson & Company LLP (“Davidson”). In accordance with NI 51-102, the Issuer hereby states that:
| 1. |
DMCL has resigned as auditors of the Issuer at the request of the Issuer effective December 31, 2014; |
| 2. |
the resignation of DMCL and the appointment of Davidson as the Issuer’s auditor have been considered and approved by the Issuer’s Board of Directors; |
| 3. |
there was no modified opinion in DMCL’s report for the Issuer’s most recently completed fiscal year, nor for any subsequent period; |
| 4. |
there have been no “reportable events” within the meaning assigned under subsection 4.11(1) of NI 51-102. |
DATED the 31 day of December, 2014.
BY ORDER OF THE BOARD OF DIRECTORS
OF CONTINENTAL ENERGY CORPORATION
/s/ Robert V. Rudman
Robert V. Rudman
Chief Financial Officer
Exhibit 99.5
 |
 |
| December 31, 2014 | |
| British Columbia Securities Commission P.O. Box 10142, Pacific Centre 9th Floor - 701 West Georgia Street Vancouver, B.C. V7Y 1L2 |
Alberta Securities Commission 4th Floor - 300 - 5th Avenue S.W. Calgary, AB T2P 3C4 |
Dear Sirs:
| Re: | Continental Energy Corporation (the “Company”) |
| Notice Pursuant to National Instrument 51-102 - Change of Auditor |
As required by the National Instrument 51-102 and in connection with us resigning as auditors of the Company, we have reviewed the information contained in the Company's Notice of Change of Auditor, dated December 31, 2014, and agree with the information contained therein, based upon our knowledge of the information relating to the said notice and of the Company at this time.
Yours very truly,
DALE MATHESON CARR-HILTON LABONTE LLP
CHARTERED ACCOUNTANTS & BUSINESS ADVISORS
Exhibit 99.6
January 8, 2015
| British Columbia Securities Commission | Alberta Securities Commission |
| PO Box 10142, Pacific Centre | 600, 250 – 5th Street S.W. |
| 701 West Georgia Street | Calgary, AB |
| Vancouver, BC | T2P 0R4 |
| V7Y 1L2 |
Dear Sirs / Mesdames:
| Re: | Continental Energy Corporation (the "Company") | |
| Notice Pursuant to NI 51-102 - Change of Auditor |
As required by the National Instrument 51-102 and in connection with our proposed engagement as auditor of the Company, we have reviewed the information contained in the Company's Notice of Change of Auditor, dated December 31, 2014 and agree with the information contained therein, based upon our knowledge of the information relating to the said notice and of the Company at this time.
Yours very truly,
 |
| DAVIDSON & COMPANY LLP |
| Chartered Accountants |
| cc: TSX Venture Exchange |
