Final Results

18 September 2020

Red Emperor Resources NL

Final Results for the Year Ended 30 June 2020 and Corporate Governance Statement

The Board of Red Emperor Resources NL (ASX/AIM: RMP) ("RMP", "Red Emperor" or the "Company") is pleased to announce the Company's final results for the year ended 30 June 2020.

Please see below extracts from the Company's Annual Report and Accounts for the year ended 30 June 2020:

· Directors' report

· Consolidated Statement of Profit and Loss and Other Comprehensive Income

· Consolidated Statement of Financial Position

· Consolidated Statement of Changes in Equity

· Consolidated Statement of Cash Flows

A pdf copy of the full Annual Report and Accounts is available on the Company's website at www.redemperorresources.com.

The Company has also released its Appendix 4G: Key to Disclosures Corporate Governance Council Principles and Recommendations and its Corporate Governance Statement to the Australian Securities Exchange ("ASX"). Copies of these documents are also available on the Company's website at www.redemperorresources.com.

For further information, please visit www.redemperorresources.com or contact:

The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulation (EU) No. 596/2014.

Directors' Report

The Directors present their report for Red Emperor Resources NL ("Red Emperor" or "the Company") and its subsidiaries (together "the Group") for the year ended 30 June 2020.

DIRECTORS

The names, qualifications and experience of the Company's Directors in office during the year and at the date of this report are set out below. The Directors were in office for the entire year unless otherwise stated.

Greg Bandy - B.Com

Managing Director

Greg Bandy has nearly 20 years of experience in retail, corporate and capital markets, both in Australia and overseas. Mr. Bandy worked as a Senior Client Advisor at Montagu Stockbrokers and Patersons Securities for over 10 years before moving to the corporate sector. A former director of Empire Beer Group Limited, Mr. Bandy oversaw the acquisition of Car Parking Technologies (now Smart Parking Limited (ASX: SPZ)) before stepping down as Executive Director. Mr. Bandy is also the former Managing Director of Fin Resources Limited (ASX: FIN).

Jason Bontempo - B.Com, CA

Non-Executive Director

Jason Bontempo has 23 years' experience in public company management, corporate advisory, investment banking and public company accounting, qualifying as a chartered accountant with Ernst & Young. Mr. Bontempo has worked primarily serving on the board and the executive management of minerals and resources public companies focusing on advancing and developing mineral resource assets and business development. Mr. Bontempo also provides corporate advice and financing services for resource companies across multiple capital markets including resource asset acquisitions and divestments.

Aaron Bertolatti - B.Com, CA, AGS

Director & Company Secretary

Aaron Bertolatti is a qualified Chartered Accountant and Company Secretary with over 15 years' experience in the mining industry and accounting profession. Mr. Bertolatti has both local and international experience and provides assistance to a number of resource companies with financial accounting and stock exchange compliance. Mr. Bertolatti acts as Company Secretary for listed ASX companies, Fin Resources Ltd (ASX: FIN), Odin Metals Limited (ASX: ODM) and American Pacific Borates Ltd (ASX: ABR).

DIRECTORSHIPS OF OTHER LISTED COMPANIES

Directorships of other listed companies held by the current directors in the 3 years immediately before the end of the financial year are as follows:

INTERESTS IN THE SECURITIES OF THE COMPANY

As at the date of this report, the interests of the Directors in the securities of Red Emperor Resources NL are:

1 Options are exercisable at $0.04 each on or before 31 December 2020.

RESULTS OF OPERATIONS

The Company's net loss after taxation attributable to the members of Red Emperor for the year to 30 June 2020 was $1,037,013 (2019: $10,271,311).

DIVIDENDS

No dividend was paid or declared by the Company during the year and up to the date of this report.

CORPORATE STRUCTURE

Red Emperor Resources NL is a company limited by shares, which is incorporated and domiciled in Australia.

NATURE OF OPERATIONS AND PRINCIPAL ACTIVITIES

The principal activity of the Company during the financial year was oil and gas exploration and project identification.

REVIEW OF OPERATIONS

Perth Basin, Western Australia

In December 2019, the Company entered into a binding Letter of Intent ("LOI") with Pilot Energy Limited (ASX: PGY) ("Pilot Energy") and Key Petroleum Limited (ASX: KEY) ("Key Petroleum") (together, the Joint Venture ("JV") partners) in order to secure an option to acquire a 70% operated interest in the offshore Perth Basin exploration permit, WA-481-P.

Pursuant to the terms of the LOI, Red Emperor agreed to fund the completion of an existing committed work programme (comprising geological and geophysical studies) for the final year of the existing permit term, up to a capped amount of $150,000 which was completed on time and on budget. Contemporaneous with such work programme being completed, the existing JV partners, formally applied to the National Offshore Petroleum Titles Administrator (NOPTA) for a renewal of the permit, which expired on 19 February 2020. Whilst the renewal application was successful and ultimately granted to the JV, the Board felt it prudent not to exercise the Company's option, which therefore expired on 5 June 2020.

Alaska North Slope

The Operator of ADL#s 391718, 391719, 319720 & 391721 (collectively, the "Western Blocks"), namely 88 Energy Limited (ASX/AIM: 88E), on behalf of the JV, held discussions with the relevant regulatory authorities in Alaska in relation to seeking relief on the rentals due on 1 May 2020. Unfortunately, such discussions were unsuccessful and as a result the Western Blocks were relinquished by the JV during the quarter ended 30 June 2020.

Philippines (SC 55)

On 26 August 2019, the 4-month extension to the moratorium period granted by the Philippine's Department of Energy ("DoE") expired. The Joint Venture then sought to enter into Sub-Phase 5 which required further, significant expenditure including the commitment to drill an exploration well in 2020. The Board decided that this was not the optimum use of shareholder funds and as a result, during Q4 2019, the Company advised the operator, Palawan55 Exploration and Production Corporation, of its intention to withdraw from the Joint Venture. The Company's equity interest was subsequently re-assigned to its Joint Venture partners.

Corporate

In August 2019, Mr. Gracjan Lambert, Chief Executive Officer, resigned from the Company.

Red Emperor retained the services of Mr. John Begg on a part-time basis to assist with introducing and reviewing business opportunities. John is an expert, upstream oil and gas project generator and deal closer. With decades of experience in equity capital markets, John is an industry-leading geoscientist who has lived and worked with consistently high business impact in Australia, developing SE Asian countries, the UK, Middle East and the USA.

SIGNIFICANT CHANGES IN THE STATE OF AFFAIRS

There have been no significant changes in the state of affairs of the Group during the financial year, other than as set out in this report.

SIGNIFICANT EVENTS AFTER THE REPORTING DATE

On 10 August 2020, the Company announced that, pursuant to the relinquishment of the Western Blocks on the North Slope, Alaska, as announced on 24 July 2020, the Company had become an AIM Rule 15 cash shell.

As an AIM Rule 15 cash shell, the Company is required to make an acquisition, or acquisitions, which constitute(s) a reverse takeover under AIM Rule 14, or alternatively seek re-admission to trading on AIM as an investing company pursuant to AIM Rule 8, within six months from 21 July 2020, failing which the Company's ordinary shares will be suspended from trading on AIM pursuant to AIM Rule 40 and cancelled from admission to trading on AIM if such a transaction has not been completed within a further six month period thereafter.

The impact of the Coronavirus (COVID-19) pandemic is ongoing and it is not practicable to estimate the potential impact, positive or negative, after the reporting date. The situation is rapidly developing and is dependent on measures imposed by the Australian Government and other countries, such as maintaining social distancing requirements, quarantine, travel restrictions and any economic stimulus that may be provided.

There have been no other significant events subsequent to the end of the financial year to the date of this report.

LIKELY DEVELOPMENTS AND EXPECTED RESULTS OF OPERATIONS

The Group remains committed to identifying suitable assets for listing purposes. The Group intends to pursue acquisition and investment opportunities to secure new assets in accordance with its outlined strategic philosophy.

ENVIRONMENTAL REGULATIONS AND PERFORMANCE

The Group operates within the resources sector and conducts its business activities with respect for the environment while continuing to meet the expectations of its shareholders, employees and suppliers. The Group aims to ensure that the highest standard of environmental care is achieved, and that it complies with all relevant environmental legislation.

The Group has no current reporting obligations under the Natural Greenhouse and Energy Reporting Act 2007 due to all operations during the year occurring overseas. The Directors are mindful of the regulatory regime in relation to the impact of its organisational activities on the environment. There have been no known breaches by the Group during the year.

SHARE OPTIONS

As at the date of this report, there were 32,000,000 unissued ordinary shares under options. Details of the options are as follows:

No option holder has any right under the options to participate in any other share issue of the Company or any other entity. No options expired unexercised during the financial year. No options were exercised during or since the year ended 30 June 2020.

INDEMNIFICATION AND INSURANCE OF DIRECTORS AND OFFICERS

The Company has entered into an agreement indemnifying all the Directors and officers of the Company against all losses or liabilities incurred by each Director or officer in their capacity as Directors or officers of the Company to the extent permitted by the Corporations Act 2001. The indemnification specifically excludes wilful acts of negligence.

The Company paid insurance premiums in respect of Directors' and Officers' Liability Insurance contracts for current officers of the Company, including officers of the Company's controlled entities. The liabilities insured are damages and legal costs that may be incurred in defending civil or criminal proceedings that may be brought against the officers in their capacity as officers of entities in the Group.

DIRECTORS' MEETINGS

During the financial year, in addition to regular Board discussions, the Directors met regularly to discuss all matters associated with investment strategy, review of opportunities, and other Company matters on an informal basis. The regular nature of these meetings is facilitated through the sharing of office space along with Max Capital Pty Ltd, Red Emperor's Corporate Advisor. Circular resolutions were passed as necessary to execute formal Board decisions.

PROCEEDINGS ON BEHALF OF THE COMPANY

No person has applied for leave of the Court to bring proceedings on behalf of the Company or intervene in any proceedings to which the Company is a party for the purpose of taking responsibility on behalf of the Company for all or any part of those proceedings. The Company was not a party to any such proceedings during the year.

CORPORATE GOVERNANCE

In recognising the need for the highest standards of corporate behaviour and accountability, the Directors of Red Emperor Resources NL support and have adhered to the principles of sound corporate governance. The Board recognises the recommendations of the Australian Securities Exchange Corporate Governance Council, and considers that Red Emperor complies to the extent possible with those guidelines, which are of importance to the commercial operation of a junior listed resources company.

During the financial year, shareholders continued to receive the benefit of an efficient and cost-effective corporate governance policy for the Company.

The Company has established a set of corporate governance policies and procedures which can be found, along with the Company's Corporate Governance Statement, on Red Emperor's website at:

www.redemperorresources.com.

AUDITOR INDEPENDENCE AND NON-AUDIT SERVICES

Section 307C of the Corporations Act 2001 requires the Company's auditors to provide the Directors of Red Emperor with an Independence Declaration in relation to the audit of the financial report. A copy of that declaration is included within this annual report. There were no non-audit services provided by the Company's auditor.

Officers of the Company who are former partners of BDO Audit (WA) Pty Ltd

There are no officers of the Company who are former partners of BDO Audit (WA) Pty Ltd.

Auditor

BDO Audit (WA) Pty Ltd continue in office in accordance with section 327 of the Corporations Act 2001.

Signed on behalf of the board in accordance with a resolution of the Directors.

Greg Bandy

Managing Director

Perth, Western Australia

18 September 2020

Consolidated Statement of Profit or Loss and Other Comprehensive Income

for the year ended 30 June 2020

The above Consolidated Statement of Profit or Loss and Other Comprehensive Income should be read in conjunction with the accompanying notes in the full Report and Accounts.

Consolidated Statement of Financial Position

as at 30 June 2020

The above Consolidated Statement of Financial Position should be read in conjunction with the accompanying notes in the full Report and Accounts.

Consolidated Statement of Changes in Equity

for the year ended 30 June 2020

The above Consolidated Statement of Changes in Equity should be read in conjunction with the accompanying notes in the full Report and Accounts.

Consolidated Statement of Cash Flows

for the year ended 30 June 2020

The above Consolidated Statement of Cash Flows should be read in conjunction with the accompanying notes in the full Report and Accounts which can be accessed via the following link: http://www.rns-pdf.londonstockexchange.com/rns/3156Z_1-2020-9-17.pdf