UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K

(Mark One)

þANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended June 30, 20102011

or

 

¨TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                      to                     

Commission file number 1-5507

Magellan Petroleum Corporation

(Exact name of registrant as specified in its charter)

 

Delaware 06-0842255

State or other jurisdiction of

incorporation or organization

 

(I.R.S. Employer

Identification No.)

7 Custom House Street, 3rd Floor, Portland ME 04101
(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code

(207) 619-8500

Securities registered pursuant to Section 12(b) of the Act:

 

Title of Each Class

 

Name of Each Exchange on

Which Registered

Common stock, par value $.01 per share

 NASDAQ Capital Market

Securities registered pursuant to Section 12(g) of the Act

Title of Class

None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes  ¨    No  þ

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.    Yes  ¨    No  þ

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  þ    No  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  ¨    No  ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.    ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer ¨

  Accelerated filer ¨þ  Non-accelerated filer þ¨  Smaller reporting company ¨
    (Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  þ

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant at the $1.73$2.87 closing price on December 31, 20092010 (the last business day of the most recently completed second quarter) was $72,951,630.$120,355,442.

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date:

Common stock, par value $.01 per share, 52,335,97752,552,852 shares outstanding as of September 24, 20101, 2011

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Proxy Statement related to the Annual Meeting of Stockholders for the fiscal year ended June 30, 2010,2011 are incorporated by reference in Part III of this Form 10-K to the extent stated herein.

 

 

 


TABLE OF CONTENTS

 

      Page
  PART I  
Item 1.1, 2  

Business and Properties

  3

General Overview

3

Oil and Gas Properties and Activities

4

Reserves

11

Production Volumes, Prices, and Production Costs

13

Productive Wells

14

Acreage

14

Drilling Activity

14

Marketing Activities and Customers

15

Current Market Conditions and Competition

15

Segment Information

16

Employees

16

Regulatory Matters, Environmental and Additional Factors Affecting Business

16

Available Information

17
Item 1A.  

Risk Factors

  1517
Item 1B.  

Unresolved Staff Comments

  24
Item 2.26  

Properties

24
Item 3.  

Legal Proceedings

  2826
Item 4.  

Removed and Reserved

  2826
  PART II  
Item 5.  Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities  2826
Item 6.  

Selected Financial Data

  3129
Item 7.  

Management’s Discussion and Analysis of Financial Condition and Results of Operations

  3230
Item 7A.  

Quantitative and Qualitative Disclosures Aboutabout Market Risk

  4847
Item 8.  

Financial Statements and Supplementary Data

  49
Item 9.  

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

  8796
Item 9A.  

Controls and Procedures

  8796
Item 9B.  

Other Information

  8898
  PART III  
Item 10.  

Directors, Executive Officers and Corporate Governance

  88100
Item 11.  

Executive Compensation

  88100
Item 12.  Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters  88100
Item 13.  

Certain Relationships and Related Transactions, and Director Independence

  88100
Item 14.  

Principal Accounting Fees and Services

  88100
  PART IV  
Item 15.  

Exhibits, Financial Statement Schedules

  89101

Unless otherwise indicated, all dollar figures set forth herein are in United States currency. Amounts expressed in Australian currency are indicated as “(AUS) $00”(“AUD”, “AUS”, “A$”). The exchange rate at September 1, 20102011 was approximately (AUS)(AUD) $1.00 which equaled U.S. $0.89.$1.07.


PART I

Items 1 and 2: Business and Properties.

Item 1.Business

GENERAL OVERVIEW

Magellan Petroleum Corporation (the “Company” or “Magellan” or “MPC” or “we” or “us”) is engaged in the sale of oil and gas and the exploration for and development of oil and gas reserves. MPC was incorporated in 1957 under the laws of Panama and was reorganized under the laws of Delaware in 1967. At June 30, 2010, MPCs2011, MPC has three reporting segments: (1) our 100.00% equity interest in its subsidiary, Magellan Petroleum Australia Limited (“MPAL”); (2) an 83.5% controlling member interest in Nautilus Poplar, LLC (“Nautilus”), based in Denver, Colorado and (3) MPC the parent company that owns directly a 26.3%28.3% working interest in the East Poplar FieldsUnit and Northwest Poplar Field (collectively, the “Poplar Field”) in Montana. Magellan is a development company, early in the business cycle, with reserves that need to be developed. We now have a larger asset base, increased probable reserves that need to be developed and are in a strong strategic position in a large natural gas basin which can be used in Chinese fuel, oxygenate, and olefins demand.

MPAL’s major assets are two petroleum production leases covering the Mereenie oil and gas field (35% working interest), one petroleum production lease covering the Palm Valley gas field (52% working interest), one retention license for the Dingo Field (34.3% working interest) and seventeenthirteen licenses in the United Kingdom, fivefour of which are operated by MPAL. Both theThe Mereenie, and Palm Valley, and Dingo fields are located in the Amadeus Basin in the Northern Territory of Australia. Santos Ltd (“Santos”), a publicly owned Australian company, owns a 65% interest in the Mereenie field, a 48% interest in the Palm Valley field, and 65.7% interest in the Dingo field and is the operator of the Mereenie field.and Dingo fields. MPAL is operator of the Palm Valley field.

In March 2010, MPAL entered into an agreement with Santos to purchase Santos’ 40% interest in the Evans Shoal natural gas field, located in the Bonaparte Basin offshore Northern Australia. The field has a contingent gas resource in excess of 6.6 trillion cubic feet (Tcf), including carbon dioxide (CO2) gas content. Under the agreement, Magellan is obligated to pay Santos time-staged cash consideration equal to (AUS) $100 million for its interest in Evans Shoal. Magellan would also pay additional contingent payments to Santos of (AUS) $50 million upon a favorable partner vote on any final investment decision to develop Evans Shoal and (AUS) $50 million upon first stabilized gas production from NT/P 48. Closing and completion of the purchase is subject to regulatory and other approvals and is expected to occur in the second half of calendar 2010. See Note 10 for further discussion.

On December 4, 2009, the Company announced the sale of all its interests in the Nockatunga oil fields, the KianaCooper and Aldinga oil fields, the Udacha gas field and its exploration acreageMaryborough Basins in the Cooper Basin of Queensland and South Australia. The Company subsequently entered into sales agreements to affect the sale of those licenses. The Company also entered into a sales agreementinterests including for the sale of its ATPAuthority to Prospect (“ATP”) 613P, ATPA 674P, ATP 732P and ATPA 733P interests inwhich we completed during the Maryborough Basin of Queensland.year end June 30, 2011. These assets were disposed of because they are non-core to our strategies. See Note 910 for further discussion.

MPC acquired its 83.5% controlling interest in Nautilus in October 2009. Nautilus, based in Denver, Colorado, operates and holds a 68.75% interest in the East Polar Unit and varied interests averaging 57% in the Northwest Poplar Fields. The two fields with 23,000 combined licensed acres have between 700 and 800 million barrels of oil in place with 52 million barrels recovered to date or approximately 79% reserves. See Note 11 for further discussion.

MPC owns interests of 83.7% in the East Poplar Unit and varied interests in the Northwest Poplar Fields through its controlling interest in Nautilus and through the purchase of interests from Hunter Energy LLC and Nautilus Technical Group, LLC which were completed in March 2010.

MPC has a direct 2.67% carried interest in the Kotaneelee gas field in the Yukon Territory of Canada.

The following chart illustrates the various relationships between MPC and the various companies discussed above.

The following is a tabular presentation of the omitted material:

MPC — MPAL RELATIONSHIPS CHART

MPC owns 100% of MPAL.

MPC owns 2.67% of the Kotaneelee Field, Canada.

MPAL owns varied interests in the Weald-Wessec Basin, UK.

MPAL owns 34.3% of the Dingo Field, Australia

MPAL owns 52% of the Palm Valley Field, Australia.

MPAL owns 35% of the Mereenie Field, Australia.

SANTOS owns 65.7% of the Dingo Field, Australia

SANTOS owns 48% of the Palm Valley Field, Australia.

SANTOS owns 65% of the Mereenie Field, Australia.

MPC — NAUTILUS POPLAR RELATIONSHIPS CHART

Through the controlling member interest of Nautilus and a direct Interest in the fields, Magellan owns a 83.7% average working interest in the Poplar fields.

MPC owns 83.5% of Nautilus.

MPC owns 26.3% direct working interest in the East Poplar Unit and varied interests averaging 22.7% in the Northwest Poplar Fields

Nautilus owns 68.75% working interest in the East Poplar Unit and varied interests averaging 57% in the Northwest Poplar Field. MPC owns directly a 28.3% working interest in the Poplar Field. The Poplar Field is comprised of 23,000 combined licensed acres and has an estimated 700 to 800 million barrels of oil in place in the Charles Formation with 52 million barrels recovered to date. The Poplar Field is also being developed for Bakken shale as well as other shallow and deep oil and gas reservoirs. On a consolidated basis, MPC through Nautilus and directly owned an average 85.7% working interest in the Poplar Fields in Montana as of June 30, 2011. See Note 13 for further discussion.

(a) General DevelopmentMPC ORGANIZATION CHARTS

As of Business.June 30, 2011:

Operational Developments Since the Beginning of the Last Fiscal Year:

OIL AND GAS PROPERTIES AND ACTIVITIES

The following map is a summary of oil and gas properties thatin which the Company has an interest in.interest. The Company is committed to certain exploration and development expenditures, some of which may be farmed out to third parties.

AUSTRALIA

Mereenie Oil and Gas Field

MPAL (35%) and Santos (65%), the operator (together known as the “Mereenie Producers”), own the Mereenie field which is located in the Amadeus Basin of the Northern Territory. At June 30, 2010,2011, MPAL’s share of the Mereenie field proved developed oil reserves was zero. Under SECthe revised rules neitherof the U.S. Securities and Exchange Commission (“SEC”), proved nor probable reserves of natural gas cancannot be booked for Mereenie until a natural gas sales agreement is completed. Probable developed oil and gas reserves have been booked at Mereenie. Additionally, MPAL does not yet have sufficient history to use cost structure reduction assumptions making gas re-injection into the Mereenie field economic at June 30, 2010.

During fiscal 2010,2011, MPAL’s share of oil and condensate sales was approximately 80,000 barrels and 2.3 Bcf of gas,64 MBbls, which is subject to net overriding royalties aggregating 4.38%4.06% and the statutory government

royalty of 10%.

Prior to June 2009, the oil was transported by means of a 167-mile eight-inch crude oil pipeline eastflowing eastbound from the field to an industrial park nearBrewer Estate, southwest of Alice Springs. The oil was then shipped south approximately 950 miles by road to the Port Bonython Export Terminal at Whyalla, South Australia for sale. SinceBeginning with June 2009, service on the oil is transported bypipeline was suspended and the line was idled pending future evaluation. Oil production began direct road directlytransport from the field to the Port Bonython Export Terminal. The cost of transporting the oil to the terminal is borne by the Mereenie Producers. The oil pipeline has been placed in care and maintenance because of environmental concerns by the operator over its integrity. The petroleum leases covering the Mereenie field expire in November 2023.

The Mereenie Producers were contracted until September 5, 2010 to supply gas on a reasonable endeavors basis to the Power and Water Corporation (“PWC”) for use in the Northern Territory. After September 5, 2010, natural gas volumes continued to be produced, were processed for condensate and then cycled back for reinjection into the field. See “Gas Supply Contracts” below.

On September 14, 2011, Magellan Petroleum (N.T.) Pty Ltd (“Magellan NT”), a wholly owned subsidiary of MPAL, entered into a Sale Agreement (“Santos SA”) with Santos QNT Pty Ltd (“Santos QNT”) and Santos Limited (“Santos Entities”). The Santos SA provides for the transfer of Magellan NT’s 35% interest in the Mereenie oil and gas field to the Santos Entities and the transfer of the Santos entities 47.977% interest in the Palm Valley gas field and the 65.6635% interest in the Dingo gas field to Magellan NT subject to the satisfaction of certain conditions.

The cash consideration payable to Magellan NT is A$25 million plus a bonus amount based on Mereenie future production levels.

Upon completion of the Santos SA, Magellan NT entered into a Gas Supply and Purchase Agreement (the “GSPA”) with the Santos Entities on September 14, 2011, and provides for the sale by Magellan NT to the Santos Entities of a total contract gas quantity of 25.65PJ over the anticipated 17 year term of the GSPA.

Palm Valley Gas Field

As of June 30, 2011, MPAL has a 52.023% interest in, and is the operator of, the Palm Valley gas field which is also located in the Amadeus Basin of the Northern Territory. Santos, the operator of the Mereenie field, owns the remaining 47.977% interest in the Palm Valley field.Field. MPAL and Santos (“Palm Valley Producers”) provide Palm Valley gas to meet a supply contract with PWC. See “Gas Supply Contracts” below. Pursuant to the same SEC rules noted for Mereenie above, basing proved developed bookings on gas sales agreement volumes, MPAL’s share of the Palm Valley proved developed reserves (net of royalties) was 1.2.43 Bcf at June 30, 20102011 and is based upon gas contract amounts. During fiscal 2010,2011, MPAL’s share of gas sales was 1.2.86 Bcf which is subject to a 10% statutory government royalty and net overriding royalties aggregating 7.31%. Under the current gas sales agreement, PWC funds the cost of additions and modifications to the gas delivery system under the gas supply agreement. The petroleum lease covering the Palm Valley fieldField expires in November 2024.

Gas Supply Contracts

In 1983,Magellan NT has entered into the Palm Valley Producers commencedSantos SA to receive all of the sale of gas to Alice Springs under a 1981 agreement. That agreement terminatedSantos Entities’ interest in June 2008. In 1985, the Palm Valley Producers and Mereenie Producers signed agreements for the sale of gas to PWC, through its wholly-owned company Gasgo Pty Ltd (“Gasgo”), for use in PWC’s Darwin electricity generating station and at a number of other generating stations in the Northern Territory. The price of gas under the Palm Valley and Mereenie gas contracts is adjusted quarterly to reflect changes in the Australian Consumer Price Index. The gas is delivered into the 922-mile Amadeus Basin gas pipeline which was built by an Australian consortium in 1987. Since 1985, there have been several additional contracts for the sale of Mereenie gas, the latest being the Mereenie Sales Agreement No. 4 in June 2006 for the supply of an additional 4.4 Bcf of gas to be supplied prior to December 31, 2008. The principal Mereenie contracts and supply obligations under the various agreements expired in January and June 2009. The Palm Valley gas contract expires in January 2012.

MPAL’s major customer, PWC, contractedDingo fields with Eni Australia in 2006 for the supply of PWC’s Northern Territory gas demand requirement for twenty five years, commencing January 2009. Eni Australia expected to commence sales from its Blacktip field offshoreeffect July 1, 2011, as described above. Upon completion of the Northern Territory in January 2009; however, the Blacktip development encountered significant delays and only commenced partial production in September 2009 with full production not achieved until February 2010. The Mereenie Producers continued to supply PWC’s gas requirements on a reasonable endeavors basis to supplement Blacktip gas sales until early February, 2010.

Santos Agreement MPAL is actively pursuing gas sales contracts for the remaining uncontracted reserves at Mereenie and Palm Valley. While gas marketing efforts to date have identified several potential customers, the majority have a gas requirement commencing in the 2011-2013 timeframe. There is strong competition within the market with Blacktip gas now available, and MPAL may not be able to contract for the salewill own 100% of the remaining uncontracted reserves in the short term, but may be able to do so in the longer term with increasing demand from new mining developments and industrial users in the Northern Territory and the adjacent areas of neighboring states. As MPAL has not been able to sell its uncontracted gas reserves, its revenues have declined in 2010. Mereenie gas

sales were approximately $11.6 million (net of royalties) or 85% of total gas sales for the year ended June 30, 2010 and $12.4 million (net of royalties) or 85% of total sales for the year ended June 30, 2009.

At June 30, 2010, MPAL’s commitment to supply gas under the Palm Valley and Mereenie agreements was as follows:

Period

Bcf

Less than one year

0.93

Between 1-5 years

0.50

Total

1.43

At the present time, the Company’s principal income producing operations are in AustraliaDingo gas fields and for this reason; current competitive conditions in Australia are material to the Company’s future. Currently, most indigenous crude oil is consumed within Australia. In addition, refiners and others import crude oil to meet the overall demand in Australia. The Palm Valley Producers and the Mereenie Producers are developing and separately marketing the production from each field. Because of the relatively remote location of the Amadeus Basin and the inherent nature of the market for gas, it would be impractical for each working interest partner to attempt to market separately its respective sharewill have 25.65PJ of gas production from each field. MPAL’s major customer, PWC, has contracted with Eni Australia for the supply of PWC’s Northern Territory gas demand requirement for twenty five years. Eni Australia, initially expected to commence sales in January 2009, is to supply the gas from its Blacktip field offshore of the Northern Territory. The follow-on production schedule and timing is not yet available to us. The Mereenie Producers continued to supply PWC’s gas demand on a reasonable endeavors basis to supplement Blacktip gas sales as required until September 5, 2010. All prices for those sales now fall under the Backstop Agreement. MPAL is actively pursuing gas sales contracts forGSPA with the remaining uncontracted reserves. While gas marketing efforts to date have identified several potential customers, the majority have a gas requirement commencing in the 2010-2013 timeframe. With Blacktip gas now available, there is be strong competition within the market and MPAL may not be able to contract for the sale of the remaining uncontracted reserves in the short term, but may be able to do so in the longer term with increasing demand from new mining developments and industrial users in the Northern Territory and the adjacent areas of neighboring states. Unless MPAL is able to sell uncontracted gas, including reasonable endeavors gas not taken by PWC, its revenues will continue to be substantially reduced in 2010 and beyond. Mereenie gas sales were approximately $11.6 million (net of royalties) or 85% of total gas sales for the year ended June 30, 2010 and $12.4 million (net of royalties) or 85% of total sales for the year ended June 30, 2009.Santos Entities. (See Note 20)

Evans Shoal Gas Field

Evans Shoal is a large, yet to be developed natural gas field with an estimated contingent gas resource in excess of 6.6 Tcf, including CO2 gas content. The field was discovered in 1998 and lies in a range of water depths from very shallow to more than 300 feet. There have been three wells drilled in the NT/P48 permit area. A drill stem test on the Evans Shoal-2 well flowed gas at a stabilized rate of 25 million cubic feet per day (MMcf/D). The field has had a complete 3D seismic program covering 840 square miles within the permit. Seismic analysis has confirmed the field’s structural closure to be in excess of 125 square miles. The gas resource is dependent upon completion, submission, and approval of a development plan and upon further drilling which Magellan believes will support the field’s potential. Carbon dioxide is a significant feed component for the production of Methanol, but can add cost to LNG development.

MPAL entered into an agreement with Santos on March 25, 2010, to purchase Santos’ 40% interest in the Evans Shoal natural gas field (Exploration Permit for Petroleum NT/P48), located in the Bonaparte Basin, offshore Northern Australia. The Company will pay Santos a time-staged cash consideration equal to (AUS) $100 million for its interest in the Evans Shoal field. The Company would also pay additional contingent payments to Santos of (AUS) $50 million upon a favorable partner vote on any final investment decision to

develop the Evans Shoal field and a further (AUS) $50 million upon first stabilized gas production from the field. Closing and completion of the purchase is subject to regulatory and other approvals and is expected to occur in the second half of 2010. The Australian Foreign Investment Review Board has indicated it has ‘no objection’ to the acquisition of Santos’ interest by Magellan.

Based on its available cash on hand, and the expected liquidity to be generated from the Company’s Australian and U.S. operations during the remainder of 2010, the Company will need to raise additional debt or equity financing from third parties to complete this acquisition. The Company is currently working towards new equity financing options to raise sufficient funds to complete the Evans Shoal acquisition and its other requirements for capital resources over the next 12 month period, which are estimated to be approximately (AUS) $85 million. In the event the Company is unable to make the required payment on or before December 25, 2010 or to extend the time, under certain circumstances the Company could lose its rights to the (Aus) $15 million deposit.

Nockatunga Oil Fields

MPAL purchased a 40.97% working interest (38.70% net revenue interest) in the Nockatunga oil fields in the Cooper Basin in southwest Queensland, effective July 1, 2003. Santos is operator of the fields and held the remaining interest. The Nockatunga oil fields are comprised of eleven producing oil fields (Currambar, Kamel, Dilkera, Dilkera North, Koora, Maxwell, Maxwell South, Muthero, Nockatunga, Thungo and Winna) in Petroleum Leases 33, 50, 51, 244 and 245, together with exploration acreage in the adjacent Authority to Prospect for Petroleum (“ATP”) No. 267P.

On December 22, 2009, the Company entered into an asset sale agreement with Santos to sell all of its ownership interests in the five petroleum leases and ATP. The sale was completed in March 2010. Through the date of disposition, MPAL’s share of oil sales was approximately 32,000 barrels which is subject to a 10% statutory government royalty and net overriding royalties aggregating 3.00%.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K

(Mark One)

þANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended June 30, 2011

or

¨TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                      to                     

Commission file number 1-5507

Magellan Petroleum Corporation

(Exact name of registrant as specified in its charter)

Delaware06-0842255

State or other jurisdiction of

incorporation or organization

(I.R.S. Employer

Identification No.)

7 Custom House Street, 3rd Floor, Portland ME04101
(Address of principal executive offices)(Zip Code)

Registrant’s telephone number, including area code

(207) 619-8500

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

Name of Each Exchange on

Which Registered

Common stock, par value $.01 per share

NASDAQ Capital Market

Securities registered pursuant to Section 12(g) of the Act

Title of Class

None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes  ¨    No  þ

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.    Yes  ¨    No  þ

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  þ    No  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  ¨    No  ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.    ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer ¨

Accelerated filer þNon-accelerated filer ¨Smaller reporting company ¨
(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  þ

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant at the $2.87 closing price on December 31, 2010 (the last business day of the most recently completed second quarter) was $120,355,442.

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date:

Common stock, par value $.01 per share, 52,552,852 shares outstanding as of September 1, 2011

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Proxy Statement related to the Annual Meeting of Stockholders for the fiscal year ended June 30, 2011 are incorporated by reference in Part III of this Form 10-K to the extent stated herein.


TABLE OF CONTENTS

Page
PART I
Item 1, 2

Business and Properties

3

General Overview

3

Oil and Gas Properties and Activities

4

Reserves

11

Production Volumes, Prices, and Production Costs

13

Productive Wells

14

Acreage

14

Drilling Activity

14

Marketing Activities and Customers

15

Current Market Conditions and Competition

15

Segment Information

16

Employees

16

Regulatory Matters, Environmental and Additional Factors Affecting Business

16

Available Information

17
Item 1A.

Risk Factors

17
Item 1B.

Unresolved Staff Comments

26
Item 3.

Legal Proceedings

26
Item 4.

Removed and Reserved

26
PART II
Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities26
Item 6.

Selected Financial Data

29
Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

30
Item 7A.

Quantitative and Qualitative Disclosures about Market Risk

47
Item 8.

Financial Statements and Supplementary Data

49
Item 9.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

96
Item 9A.

Controls and Procedures

96
Item 9B.

Other Information

98
PART III
Item 10.

Directors, Executive Officers and Corporate Governance

100
Item 11.

Executive Compensation

100
Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters100
Item 13.

Certain Relationships and Related Transactions, and Director Independence

100
Item 14.

Principal Accounting Fees and Services

100
PART IV
Item 15.

Exhibits, Financial Statement Schedules

101

Unless otherwise indicated, all dollar figures set forth herein are in United States currency. Amounts expressed in Australian currency are indicated as (“AUD”, “AUS”, “A$”). The exchange rate at September 1, 2011 was approximately (AUD) $1.00 which equaled U.S. $1.07.


PART I

Dingo Gas FieldItems 1 and 2: Business and Properties.

MPALGENERAL OVERVIEW

Magellan Petroleum Corporation (the “Company” or “Magellan” or “MPC” or “we” or “us”) is engaged in the sale of oil and gas and the exploration for and development of oil and gas reserves. MPC was incorporated in 1957 under the laws of Panama and was reorganized under the laws of Delaware in 1967. At June 30, 2011, MPC has three reporting segments: (1) our 100.00% equity interest in its subsidiary, Magellan Petroleum Australia Limited (“MPAL”); (2) an 83.5% controlling member interest in Nautilus Poplar, LLC (“Nautilus”), based in Denver, Colorado and (3) MPC the parent company that owns directly a 34.34%28.3% working interest in the DingoEast Poplar Unit and Northwest Poplar Field (collectively, the “Poplar Field”) in Montana.

MPAL’s major assets are two petroleum production leases covering the Mereenie oil and gas field (35% working interest), one petroleum production lease covering the Palm Valley gas field (52% working interest), one retention license for the Dingo Field (34.3% working interest) and thirteen licenses in the United Kingdom, four of which is held under Retention License 2are operated by MPAL. The Mereenie, Palm Valley, and Dingo fields are located in the Amadeus Basin in the Northern Territory of Australia. Santos Ltd (“Santos”), a publicly owned Australian company, owns a 65% interest in the Mereenie field, a 48% interest in the Palm Valley field, and 65.7% interest in the Dingo field and is the operator of the Mereenie and Dingo fields. MPAL is operator of the Palm Valley field.

On December 4, 2009, the Company announced the sale of all its interests in the Cooper and Maryborough Basins in Australia. The Company subsequently entered into sales agreements to affect the sale of those interests including for the sale of its Authority to Prospect (“ATP”) 613P, ATPA 674P, ATP 732P and ATPA 733P interests which we completed during the year end June 30, 2011. These assets were disposed of because they are non-core to our strategies. See Note 10 for further discussion.

MPC acquired its 83.5% controlling interest in Nautilus in October 2009. Nautilus, based in Denver, Colorado, operates and holds a 68.75% interest in the East Poplar Unit and varied interests averaging 57% in the Northwest Poplar Field. MPC owns directly a 28.3% working interest in the Poplar Field. The Poplar Field is comprised of 23,000 combined licensed acres and has an estimated 700 to 800 million barrels of oil in place in the Charles Formation with 52 million barrels recovered to date. The Poplar Field is also being developed for Bakken shale as well as other shallow and deep oil and gas reservoirs. On a consolidated basis, MPC through Nautilus and directly owned an average 85.7% working interest in the Poplar Fields in Montana as of June 30, 2011. See Note 13 for further discussion.

MPC ORGANIZATION CHARTS

As of June 30, 2011:

OIL AND GAS PROPERTIES AND ACTIVITIES

The following map is a summary of oil and gas properties in which the Company has an interest. The Company is committed to certain exploration and development expenditures, some of which may be farmed out to third parties.

AUSTRALIA

Mereenie Oil and Gas Field

MPAL (35%) and Santos (65%), the operator (together known as the “Mereenie Producers”), own the Mereenie field which is located in the Amadeus Basin of the Northern Territory. No market has emergedAt June 30, 2011, MPAL’s share of the Mereenie field proved developed oil reserves was zero. Under the revised rules of the U.S. Securities and Exchange Commission (“SEC”), proved reserves of natural gas cannot be booked for Mereenie until a natural gas sales agreement is completed. Probable developed oil and gas reserves have been booked at Mereenie.

During fiscal 2011, MPAL’s share of oil and condensate sales was approximately 64 MBbls, which is subject to net overriding royalties aggregating 4.06% and the statutory government royalty of 10%.

Prior to June 2009, the oil was transported by means of a 167-mile eight-inch crude oil pipeline flowing eastbound from the field to Brewer Estate, southwest of Alice Springs. The oil was then shipped south approximately 950 miles by road to the Port Bonython Export Terminal at Whyalla, South Australia for sale. Beginning with June 2009, service on the pipeline was suspended and the line was idled pending future evaluation. Oil production began direct road transport from the field to the Port Bonython Export Terminal. The cost of transporting the oil to the terminal is borne by the Mereenie Producers. The petroleum leases covering the Mereenie field expire in November 2023.

The Mereenie Producers were contracted until September 5, 2010 to supply gas on a reasonable endeavors basis to the Power and Water Corporation (“PWC”) for use in the Northern Territory. After September 5, 2010, natural gas volumes that have been discoveredcontinued to be produced, were processed for condensate and then cycled back for reinjection into the field. See “Gas Supply Contracts” below.

On September 14, 2011, Magellan Petroleum (N.T.) Pty Ltd (“Magellan NT”), a wholly owned subsidiary of MPAL, entered into a Sale Agreement (“Santos SA”) with Santos QNT Pty Ltd (“Santos QNT”) and Santos Limited (“Santos Entities”). The Santos SA provides for the transfer of Magellan NT’s 35% interest in the Mereenie oil and gas field to the Santos Entities and the transfer of the Santos entities 47.977% interest in the Palm Valley gas field and the 65.6635% interest in the Dingo gas field.field to Magellan NT subject to the satisfaction of certain conditions.

The cash consideration payable to Magellan NT is A$25 million plus a bonus amount based on Mereenie future production levels.

Upon completion of the Santos SA, Magellan NT entered into a Gas Supply and Purchase Agreement (the “GSPA”) with the Santos Entities on September 14, 2011, and provides for the sale by Magellan NT to the Santos Entities of a total contract gas quantity of 25.65PJ over the anticipated 17 year term of the GSPA.

Palm Valley Gas Field

As of June 30, 2011, MPAL has a 52.023% interest in, and is the operator of, the Palm Valley gas field which is also located in the Amadeus Basin of the Northern Territory. Santos, the operator of the Mereenie field, owns the remaining 47.977% interest in the Palm Valley Field. MPAL and Santos (“Palm Valley Producers”) provide Palm Valley gas to meet a supply contract with PWC. See “Gas Supply Contracts” below. Pursuant to the same SEC rules noted for Mereenie above, basing proved developed bookings on gas sales agreement volumes, MPAL’s share of potential production from this permit area is subject to a 10% statutory government royalty and overriding royalties aggregating 4.81%. The licensethe Palm Valley proved developed reserves was renewed for a further five year term and expires in February 2014.

Bonaparte Basin

The Commonwealth – Northern Territory Offshore Petroleum Joint Authority granted Exploration Permit for Petroleum No. NT/P82 to the Company (100% interest) over Area NT09-1, offshore Northern Territory. Area NT09-1 was offered for competitive bid under the Australian Government 2009 Release of Offshore Petroleum Exploration Areas. The exploration permit was granted on May 13, 2010 for a six year term. The committed work program under the permit during the first three years of the term involves the reprocessing of existing seismic data, the acquisition of additional 2D and 3D seismic data and the interpretation of the combined seismic database. NT/P82 lies to the south and southeast of the Evans Shoal gas field within the Bonaparte Basin. At.43 Bcf at June 30, 2010, MPAL work obligations on the NT/P82 licenses totaled $24,460,000 of which $2,300,000 was committed.

Maryborough Basin

MPAL holds a 100% interest in exploration permit ATP 613P in the Maryborough Basin in Queensland, Australia. MPAL (100%) also has applications pending for permits ATP 674P and ATP 733P which are adjacent

to ATP 613P. The grant of ATPA 674P and ATP 733P is subject to the agreement of the native title claimants to the area. The Company executed native title agreements with the native title claimants over the area of ATPA 733P and ATPA 674P in June 2010,2011 and is now waiting on the grant of ATP 674P, ATP 733P and the excluded areas of ATP 613P by the Queensland Government. ATP 613P was renewed in March 2008 for a further 12-year term ending in March 2019.

In May 2006, MPAL entered into a farm-out agreement in relation to ATP 613P, ATPA 674P and ATPA 733P with Eureka Petroleum, under which that company funded the drilling of two exploration wells in 2007 which intersected multiple thin coal seams. Evaluation of the coal seambased upon gas potential is continuing. Eureka Petroleum has agreed to undertake a staged evaluation of the area to earn a 75% interest in any petroleum lease granted. MPAL retained a 25% interest and is carried by Eureka Petroleum through any development to the grant of a petroleum lease.

On January 16, 2010, the Company entered into an asset sale agreement with Adelaide Energy to sell all of its ownership interests in the three petroleum exploration permits ATP 613P, ATPA 733P and ATPA 674P. The transaction with Adelaide Energy will close following the grant of the ATP 613P excluded areas and third party approvals and notices which are procedural only in nature. Closing and completion of the sale is subject to regulatory and other approvals and is expected to occur incontract amounts. During fiscal 2011.

Cooper/Eromanga Basin

PEL 94, PEL 95 & PPL 210

On December 22, 2009, the Company entered into an asset sale agreement with Strike Energy to sell all of its ownership interests in PEL 94, PEL 95 and PPL 210. This sale was completed in the third quarter of fiscal 2010.

PEL 106, PEL 107 & PPL 212

On January 15, 2010, the MPAL entered into a share sale agreement with Drillsearch Energy to sell all of the shares in its wholly-owned subsidiary, Magellan Petroleum (Southern) Pty Ltd, which held MPAL’s interests in PEL 107, PPL 212 and the PEL 91-PEL 106 Udacha Block. The effective date of the sale of the licenses was November 1, 2009. The transaction was completed in the third quarter of fiscal 2010 for a price of approximately $468,000. During the date of disposition,2011, MPAL’s share of oil productiongas sales was approximately 700 barrels.86 Bcf which is subject to a 10% statutory government royalty and net overriding royalties aggregating 4.0%7.31%.

PEL 110

On December 15, 2009, Under the Company entered into an asset salecurrent gas sales agreement, with Victoria Oil Exploration (1977) to sell all of its ownership interests in PEL 110. The transaction was completed in the second quarter of fiscal 2010 for a price of approximately $364,000.

UNITED KINGDOM

PEDL 098 & PEDL 240

During fiscal year 2001, MPAL acquired an interest in an exploration license in southern England in the Weald-Wessex Basins. The license, Petroleum Exploration and Development License (“PEDL”) 098 (22.5%) on the Isle of Wight was granted for a term of six years. The Sandhills-2 well, drilled in PEDL 098 during 2005, encountered a heavily biodegraded remnant oil column and was plugged and abandoned. PEDL 098 expires in September 2011. Effective July 1, 2008, MPAL and its joint venture partners were granted PEDL 240

(22.5%) adjacent to PEDL 098 for an initial exploration term of six years. The license has a drill or drop obligation at the end of its initial exploration term. An exploration well has to be drilled within the first six years of the initial term in order for the license to be extended into the next five-year license term, as was the case for PEDL 098. At June 30, 2010, MPAL’s share of the work obligations of the PEDL 098 and PEDL 240 licenses totaled $1,484,000, of which $77,000 was committed.

PEDL 125 & PEDL 126

Effective July 1, 2003, MPAL acquired two exploration licenses, PEDL 125 (40%) in Hampshire and PEDL 126 (40%) in West Sussex, in the Weald Basin of southern England; each granted for an initial exploration term of six years. The drilling plans for the Markwells Wood-1 well in PEDL 126 are well advanced. All necessary approvals have been received and the well site constructed ready for drilling. However, Northern Petroleum, operator of the PEDL 126 joint venture, announced in May 2010 that it was offering for sale all its production and exploration interests in the Weald Basin. The drilling of the well as a consequence has been delayed. Plans for drilling Hedge End-2 in PEDL 125 are in progress. The UK company Egdon Resources (the interest was formerly held by Encore Oil) will fund part of MPAL’s share ofPWC funds the cost of drillingadditions and modifications to the two wellsgas delivery system under the gas supply agreement. The petroleum lease covering the Palm Valley Field expires in November 2024.

Magellan NT has entered into the Santos SA to acquire a 10% interest in eachreceive all of the licenses. The terms of both PEDLs were extended by the Government; PEDL 126 will expire in June 2011 and PEDL 125 in June 2012. At June 30, 2010, MPAL’s share of the work obligations of the PEDL 125 and PEDL 126 licenses totaled $3,938,000 which was committed.

PEDL 135, PEDL 136, PEDL 137, PEDL 242 & PEDL 246

Effective October 1, 2004, MPAL was granted 100% interest in PEDL 135, PEDL 136 and PEDL 137 in the Weald Basin in southern England for a term of six years. Effective July 1, 2008, MPAL was granted 100% interest in PEDL 242 and PEDL 246 located adjacent to the other licences; each with a six year initial term. Each licence has a drill or drop obligation at the end of its initial term. MPAL has undertaken a program of seismic data purchase, reprocessing and interpretation and has identified three drilling prospects. Drilling of a well in each of PEDL 135 and PEDL 137 is being planned and government drilling approvals sought. The initial exploration term of each of PEDL 135 and PEDL 137 have been extended by a further one year. PEDL 136 will expire on September 30, 2010. At June 30, 2010, MPAL’s work obligation for the PEDL 135, PEDL 136, PEDL 137, PEDL 242 and PEDL 246 licenses totaled $22,758,000, of which $147,000 was committed.

PEDL 152, PEDL 153, PEDL 154, PEDL 155 & PEDL 256

Effective October 1, 2004, MPAL acquired four licenses, PEDL 152 (22.5%), PEDL 153 (33.3%), PEDL 154 (50%) and PEDL 155 (40%), in the Weald-Wessex Basins in southern England, each granted for an initial exploration term of six years. Each license has a drill or drop obligation at the end of its initial exploration term. The drilling plans for the Havant-1 well in PEDL 155 are well advanced, and the well will be drilled immediately following the drilling of the Markwells Wood well in PEDL 126. All necessary approvals have been received and the well site is constructed ready for drilling. Because of access restrictions to the area of the prospect, the well will be drilled in the area of PEDL 256, adjacent to PEDL 155, but will be regarded by the Government as fulfilling the PEDL 155 work obligation. However, as noted above Northern Petroleum, operator of the PEDL 155 joint venture, announced in June 2010 that it was offering for sale all its production and exploration interests in the Weald Basin. The drilling of the well as a consequence has been delayed. The initial exploration term of PEDL 155 was extended for a further one year and will expire on September 30, 2011. PEDL 152 was surrendered on September 30, 2009 and PEDL 153 and PEDL 154 will expire on September 30, 2010. The U.K. company, Egdon Resources (the interest was formerly held by Encore Oil) will fund part of MPAL’s share of the PEDL 155 drilling and exploration costs to acquire a 10%Santos Entities’ interest in the license.

During fiscal year 2001, MPAL acquired an interest in exploration license PEDL 099Palm Valley and Dingo fields with effect July 1, 2011, as described above. Upon completion of the Portsdown area of Hampshire in southern England in the Weald Basin. The license (MPAL 40%) expired in September 2008.

The former PEDL 099 licensees made an out-of-round application for a license over the northeast portionSantos Agreement MPAL will own 100% of the former PEDL 099 area which is adjacent toPalm Valley and Dingo gas fields and will have 25.65PJ of gas contracted under the Havant Prospect in PEDL 155. PEDL 256 was granted to MPAL (40% interest) and its joint venturers for a period of six yearsGSPA with effect from May 2009 with a drill or drop obligation at the end of the initial exploration term. PEDL 256 expires in April 2015.

At June 30, 2010, MPAL’s share of the work obligations of the PEDL 153, PEDL 154, PEDL 155 & PEDL 256 licenses totaled $3,901,000, of which $1,753,000 was committed.Santos Entities. (See Note 20)

PEDL 231, PEDL 232, PEDL 234 & PEDL 243

Effective July 1, 2008, MPAL (50%) and its joint venture partner were granted interests in PEDL 231, PEDL 232, PEDL 234 and PEDL 243 located in the central Weald Basin of southern England. Each license has a drill or drop obligation at the end of its initial exploration term and expires in June 2014. At June 30, 2010, MPAL’s share of the work obligations of the PEDL 231, PEDL 232, PEDL 234 & PEDL 243 licenses totaled $12,110,000 of which $340,000 was committed.

UNITED STATES

East Poplar Unit and Northwest Poplar Oil FieldsSECURITIES AND EXCHANGE COMMISSION

On October 15, 2009, MPC completedWashington, D.C. 20549

Form 10-K

(Mark One)

þANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the purchasefiscal year ended June 30, 2011

or

¨TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                      to                     

Commission file number 1-5507

Magellan Petroleum Corporation

(Exact name of an 83.5% controlling interestregistrant as specified in Nautilus. Nautilus, based in Denver, Colorado, owns and operates oil development assets in Roosevelt County, Montana known as the East Poplar Unit and the Northwest Poplar Field. The controlling interest in Nautilus was purchased from White Bear LLC and YEP I, SICAV- FIS, entities affiliated with Nicolay Bogachev and Thomas Wilson, two directorsits charter)

Delaware06-0842255

State or other jurisdiction of

incorporation or organization

(I.R.S. Employer

Identification No.)

7 Custom House Street, 3rd Floor, Portland ME04101
(Address of principal executive offices)(Zip Code)

Registrant’s telephone number, including area code

(207) 619-8500

Securities registered pursuant to Section 12(b) of the Company.Act:

MPC also completed

Title of Each Class

Name of Each Exchange on

Which Registered

Common stock, par value $.01 per share

NASDAQ Capital Market

Securities registered pursuant to Section 12(g) of the Act

Title of Class

None

Indicate by check mark if the registrant is a consolidationwell-known seasoned issuer, as defined in Rule 405 of interests in the fieldsSecurities Act.    Yes  ¨    No  þ

Indicate by purchasing a 25.05% average working interest from Hunter Energy LLC and a 1.25% average working interest from Nautilus Technical Group LLC in March 2010. Magellan, itself now owns a 83.70% average working interest incheck mark if the Poplar fields and through its subsidiaries controls a 95.05% average working interest there.registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.    Yes  ¨    No  þ

The Poplar assets were discovered and developed in 1954Indicate by Murphy Oil Company. The two fields, with 23,000 combined licensed acres, have an estimated 800 million barrels of original oil in-place with 52 million barrels recovered to-date (largely from justcheck mark whether the Charles formation) or approximately 7% of in-place reserves. Typical recovery factors in other fields with like characteristics are 20% to 30%. Magellan (through Nautilus) will embark on an active development program utilizing both secondary infill and tertiary enhanced oil recovery programs shownregistrant (1) has filed all reports required to be successful and productive in adjacent, similar fields in both the U.S. and in nearby Canada. Although certain contingencies must materialize, attractive upside potential is seen in the three producing oil horizons in the Mississippian Charles formation, up to 23,000 acres of Bakken shale, and both shallow and deep gas plays.

From the acquisition date, October 2009, to June 30, 2010, the Poplar assets produced a net average of 66,000 Bbls with approximately 35 active wells producing from the Charles Formation and 2 wells producing from the Tyler Formation. At June 30, 2010, MPC’s sharefiled by Section 13 or 15(d) of the Poplar fields proved developed oil reserves (netSecurities Exchange Act of royalties)1934 during the preceding 12 months (or for such shorter period that the registrant was approximately 2,515 Bbls.required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  þ    No  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during fiscal year 2010. At June 30, 2010, MPC’s sharethe preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  ¨    No  ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.    ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Poplar fields proved developed oil reserves (netExchange Act. (Check one):

Large accelerated filer ¨

Accelerated filer þNon-accelerated filer ¨Smaller reporting company ¨
(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of royalties) was approximately 2,515 thousand Bbls. During fiscal 2010, MPC’s share of oil sales was approximately 42,000 Bbls, which is subject to royalties and overriding royalties averaging 12%.

The oil is transported by truck to a lease automatic custody transfer (LACT) facility in Reserve, MT where it enters the Enbridge Oil Pipeline to Clearbrook, MN. The East Poplar Unit and Northwest Poplar Field leases are held by production.

Exchange Act).    Yes  To increase production, MPC through Nautilus, plans to drill infill wells in fiscal year 2011, farmout, sell, or partner on the Bakken shale development, and complete well tracer operations to test residual oil saturation and determine potential CO¨    No  2þ effectiveness for enhanced oil recovery operations. The Poplar assets are in close proximity (less than 90 miles) to several current and projected CO2 sources that could be used for enhanced oil recovery through CO2 injection.

(b) Financial Information about Industry Segments.

The Companyaggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant at the $2.87 closing price on December 31, 2010 (the last business day of the most recently completed second quarter) was $120,355,442.

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date:

Common stock, par value $.01 per share, 52,552,852 shares outstanding as of September 1, 2011

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Proxy Statement related to the Annual Meeting of Stockholders for the fiscal year ended June 30, 2011 are incorporated by reference in Part III of this Form 10-K to the extent stated herein.


TABLE OF CONTENTS

Page
PART I
Item 1, 2

Business and Properties

3

General Overview

3

Oil and Gas Properties and Activities

4

Reserves

11

Production Volumes, Prices, and Production Costs

13

Productive Wells

14

Acreage

14

Drilling Activity

14

Marketing Activities and Customers

15

Current Market Conditions and Competition

15

Segment Information

16

Employees

16

Regulatory Matters, Environmental and Additional Factors Affecting Business

16

Available Information

17
Item 1A.

Risk Factors

17
Item 1B.

Unresolved Staff Comments

26
Item 3.

Legal Proceedings

26
Item 4.

Removed and Reserved

26
PART II
Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities26
Item 6.

Selected Financial Data

29
Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

30
Item 7A.

Quantitative and Qualitative Disclosures about Market Risk

47
Item 8.

Financial Statements and Supplementary Data

49
Item 9.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

96
Item 9A.

Controls and Procedures

96
Item 9B.

Other Information

98
PART III
Item 10.

Directors, Executive Officers and Corporate Governance

100
Item 11.

Executive Compensation

100
Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters100
Item 13.

Certain Relationships and Related Transactions, and Director Independence

100
Item 14.

Principal Accounting Fees and Services

100
PART IV
Item 15.

Exhibits, Financial Statement Schedules

101

Unless otherwise indicated, all dollar figures set forth herein are in United States currency. Amounts expressed in Australian currency are indicated as (“AUD”, “AUS”, “A$”). The exchange rate at September 1, 2011 was approximately (AUD) $1.00 which equaled U.S. $1.07.


PART I

Items 1 and 2: Business and Properties.

GENERAL OVERVIEW

Magellan Petroleum Corporation (the “Company” or “Magellan” or “MPC” or “we” or “us”) is engaged in only one industry, namely,the sale of oil and gas and the exploration for and development productionof oil and sale. The Company conducts such business through its three operating segments; MPC, its 100% equity interest in its subsidiary, Magellan Petroleum Australia Limited (“MPAL”), and its 83.5% controlling member interest in Nautilus Poplar, LLC, See Note 11.

(c) (1) Narrative Description of the Business.

gas reserves. MPC was incorporated in 1957 under the laws of Panama and was reorganized under the laws of Delaware in 1967. At June 30, 2011, MPC is directly engagedhas three reporting segments: (1) our 100.00% equity interest in the exploration for, and the development, production and sale of oil and gas reserves in the United States, Canada, and indirectly through its subsidiary, MPAL inMagellan Petroleum Australia and the United Kingdom.

(i) Principal Products.

MPAL has an interest in the Palm Valley gas field and in the Mereenie oil and gas field in the Amadeus Basin of the Northern Territory. See Item 1(a) — Australia — for a discussion of the oil and gas production from these fields.

MPC has a direct 2.67% carried interest in the Kotaneelee gas field in Canada. MPC hasLimited (“MPAL”); (2) an 83.5% controlling member interest in Nautilus Poplar, LLC (“Nautilus”), based in Denver, Colorado and (3) MPC the parent company that owns directly a 28.3% working interest in the East Poplar Unit and Northwest Poplar Field (collectively, the “Poplar Field”) in Montana.

MPAL’s major assets are two petroleum production leases covering the Mereenie oil and gas field (35% working interest), one petroleum production lease covering the Palm Valley gas field (52% working interest), one retention license for the Dingo Field (34.3% working interest) and thirteen licenses in the United Kingdom, four of which are operated by MPAL. The Mereenie, Palm Valley, and Dingo fields are located in the Amadeus Basin in the Northern Territory of Australia. Santos Ltd (“Santos”), a publicly owned Australian company, owns a 65% interest in the Mereenie field, a 48% interest in the Palm Valley field, and 65.7% interest in the Dingo field and is the operator of the Mereenie and Dingo fields. MPAL is operator of the Palm Valley field.

On December 4, 2009, the Company announced the sale of all its interests in the Cooper and Maryborough Basins in Australia. The Company subsequently entered into sales agreements to affect the sale of those interests including for the sale of its Authority to Prospect (“ATP”) 613P, ATPA 674P, ATP 732P and ATPA 733P interests which we completed during the year end June 30, 2011. These assets were disposed of because they are non-core to our strategies. See Note 10 for further discussion.

MPC acquired its 83.5% controlling interest in Nautilus in October 2009. Nautilus, based in Denver, Colorado, operates and holds a 68.75% interest in the East Poplar Unit and varied interests averaging 57% in the Northwest Poplar Field. MPC owns directly a 28.3% working interest in the Poplar Field. The Poplar Field is comprised of 23,000 combined licensed acres and has an estimated 700 to 800 million barrels of oil in place in the Charles Formation with 52 million barrels recovered to date. The Poplar Field is also being developed for Bakken shale as well as other shallow and deep oil and gas reservoirs. On a consolidated basis, MPC through Nautilus and directly owned an average 85.7% working interest of 26.3% in the Poplar Fields in Montana USA.as of June 30, 2011. See Item 1(a).Note 13 for further discussion.

(ii) StatusMPC ORGANIZATION CHARTS

As of Product or Segment.June 30, 2011:

OIL AND GAS PROPERTIES AND ACTIVITIES

See Item 1(a)The following map is a summary of oil and (b) — Australia, Canada, U.S. — for a discussiongas properties in which the Company has an interest. The Company is committed to certain exploration and development expenditures, some of which may be farmed out to third parties.

AUSTRALIA

Mereenie Oil and Gas Field

MPAL (35%) and Santos (65%), the operator (together known as the “Mereenie Producers”), own the Mereenie field which is located in the Amadeus Basin of the current and future operationsNorthern Territory. At June 30, 2011, MPAL’s share of the Mereenie field proved developed oil reserves was zero. Under the revised rules of the U.S. Securities and Palm Valley fieldsExchange Commission (“SEC”), proved reserves of natural gas cannot be booked for Mereenie until a natural gas sales agreement is completed. Probable developed oil and gas reserves have been booked at Mereenie.

During fiscal 2011, MPAL’s share of oil and condensate sales was approximately 64 MBbls, which is subject to net overriding royalties aggregating 4.06% and the statutory government royalty of 10%.

Prior to June 2009, the oil was transported by means of a 167-mile eight-inch crude oil pipeline flowing eastbound from the field to Brewer Estate, southwest of Alice Springs. The oil was then shipped south approximately 950 miles by road to the Port Bonython Export Terminal at Whyalla, South Australia for sale. Beginning with June 2009, service on the pipeline was suspended and the line was idled pending future evaluation. Oil production began direct road transport from the field to the Port Bonython Export Terminal. The cost of transporting the oil to the terminal is borne by the Mereenie Producers. The petroleum leases covering the Mereenie field expire in Australia, MPC’sNovember 2023.

The Mereenie Producers were contracted until September 5, 2010 to supply gas on a reasonable endeavors basis to the Power and Water Corporation (“PWC”) for use in the Northern Territory. After September 5, 2010, natural gas volumes continued to be produced, were processed for condensate and then cycled back for reinjection into the field. See “Gas Supply Contracts” below.

On September 14, 2011, Magellan Petroleum (N.T.) Pty Ltd (“Magellan NT”), a wholly owned subsidiary of MPAL, entered into a Sale Agreement (“Santos SA”) with Santos QNT Pty Ltd (“Santos QNT”) and Santos Limited (“Santos Entities”). The Santos SA provides for the transfer of Magellan NT’s 35% interest in the KotaneeleeMereenie oil and gas field in Canada,to the Santos Entities and the transfer of the Santos entities 47.977% interest in the Poplar FieldsPalm Valley gas field and the 65.6635% interest in the United States.Dingo gas field to Magellan NT subject to the satisfaction of certain conditions.

The cash consideration payable to Magellan NT is A$25 million plus a bonus amount based on Mereenie future production levels.

Upon completion of the Santos SA, Magellan NT entered into a Gas Supply and Purchase Agreement (the “GSPA”) with the Santos Entities on September 14, 2011, and provides for the sale by Magellan NT to the Santos Entities of a total contract gas quantity of 25.65PJ over the anticipated 17 year term of the GSPA.

(iii) Raw Materials.Palm Valley Gas Field

Not applicable.As of June 30, 2011, MPAL has a 52.023% interest in, and is the operator of, the Palm Valley gas field which is also located in the Amadeus Basin of the Northern Territory. Santos, the operator of the Mereenie field, owns the remaining 47.977% interest in the Palm Valley Field. MPAL and Santos (“Palm Valley Producers”) provide Palm Valley gas to meet a supply contract with PWC. See “Gas Supply Contracts” below. Pursuant to the same SEC rules noted for Mereenie above, basing proved developed bookings on gas sales agreement volumes, MPAL’s share of the Palm Valley proved developed reserves was .43 Bcf at June 30, 2011 and is based upon gas contract amounts. During fiscal 2011, MPAL’s share of gas sales was .86 Bcf which is subject to a 10% statutory government royalty and net overriding royalties aggregating 7.31%. Under the current gas sales agreement, PWC funds the cost of additions and modifications to the gas delivery system under the gas supply agreement. The petroleum lease covering the Palm Valley Field expires in November 2024.

Magellan NT has entered into the Santos SA to receive all of the Santos Entities’ interest in the Palm Valley and Dingo fields with effect July 1, 2011, as described above. Upon completion of the Santos Agreement MPAL will own 100% of the Palm Valley and Dingo gas fields and will have 25.65PJ of gas contracted under the GSPA with the Santos Entities. (See Note 20)

(iv)Patents, Licenses, FranchisesDingo Gas Field

MPAL has a 34.34% interest in the Dingo gas field which is held under Retention License No. 2 in the Amadeus Basin in the Northern Territory. No market has emerged for gas volumes that have been discovered in the Dingo gas field. MPAL’s share of potential production from this permit area is subject to a 10% statutory government royalty and Concessions Held.overriding royalties aggregating 4.81%. The license was renewed for a further five year term and expires in February 2014.

Magellan NT has entered into the Santos SA to receive all of the Santos Entities’ interest in the Palm Valley and Dingo fields with effect July 1, 2011, as described above. Upon completion of the Santos Agreement MPAL will own 100% of the Palm Valley and Dingo gas fields and will have 25.65PJ of gas contracted under the GSPA with the Santos Entities. (See Note 20)

Gas Supply Contracts

In 1983, the Palm Valley Producers commenced the sale of gas to Alice Springs under a 1981 agreement. That agreement terminated in June 2008. In 1985, the Palm Valley Producers and Mereenie Producers signed agreements for the sale of gas to PWC, through its wholly-owned company Gasgo Pty Ltd (“Gasgo”), for use in PWC’s Darwin electricity generating station and at a number of other generating stations in the Northern Territory. The price of gas under the Palm Valley gas contract was adjusted quarterly to reflect changes in the Australian Consumer Price Index. The gas was delivered into the 922-mile Amadeus Basin gas pipeline which was built by an Australian consortium in 1987. Since 1985, there were several additional contracts for the sale of Mereenie gas, the latest being the Mereenie Sales Agreement No. 4 in June 2006 for the supply of an additional

4.4 Bcf of gas to be supplied prior to December 31, 2008. The principal Mereenie contracts and supply obligations under the various agreements expired in January and June 2009, and September 2010. The Palm Valley gas contract expires in January 2012.

MPAL’s major customer, PWC, contracted with Eni Australia in 2006 for the supply of PWC’s Northern Territory gas demand requirement for twenty-five years, commencing January 2009. Eni Australia expected to commence sales from its Blacktip field offshore of the Northern Territory in January 2009; however, the Blacktip development encountered significant delays and only commenced partial production in September 2009 with full production not achieved until February 2010. The Mereenie Producers continued to supply PWC’s gas requirements on a reasonable endeavors basis to supplement Blacktip gas sales until early February 2010.

Upon completion of the Santos SA, as described above, Magellan NT entered into a Gas Supply and Purchase Agreement (the “GSPA”) with the Santos Entities on September 14, 2011, and provides for the sale by Magellan NT to the Santos Entities of a total contract gas quantity of 25.65PJ over the 17 year term of the GSPA.

The term of the GSPA shall commence on the later of Completion under the Sale Agreement, the first delivery of gas under a Concession GSPA or January 16, 2012 (when the existing gas sales agreement for the Palm Valley Gas Field expires) and will expire if the total contract quantity is reached before the expiry of 17 years.

As MPAL was not able to sell its uncontracted gas reserves for the fiscal year 2011, its revenues have declined in 2011. Palm Valley gas sales were approximately $1.8 million (net of royalties) or 100% of total gas sales for the year ended June 30, 2011, $2.1 million (net of royalties) or 15% of total gas sales for the year ended June 30, 2010, and $2.2 million (net of royalties) or 15% of total gas sales for the year ended June 30, 2009. There were no gas sales from Mereenie for the year ended June 30, 2011. There were $11.6 million of gas sales from Mereenie (net of royalties) or 85% of total sales for the year ended June 30, 2010, and $12.4 million (net of royalties) or 85% of total gas sales for the year ended June 30, 2009.

At June 30, 2011, MPAL’s commitment to supply gas under the Palm Valley contract was as follows:

Period

Bcf

Less than one year

0.43

Total

0.43

Evans Shoal Gas Field

Evans Shoal is a large, yet to be developed natural gas field with an estimated contingent gas resource in excess of 6.6 Tcf, including CO2 gas content, in the Bonaparte Basin, offshore Northern Australia. The field was discovered in 1988 and lies in a range of water depths from very shallow to more than 300 feet.

MPAL entered into an agreement with Santos on March 25, 2010 (“Asset Sales Deed”), to purchase Santos’ 40% interest in the Evans Shoal natural gas field (NT/P48) (“Evans Shoal Transaction”). Under the Asset Sales Deed, the Company agreed to pay Santos a time-staged cash consideration equal to (AUD) $100 million for its interest in the Evans Shoal field which included a (AUD) $15 million deposit. The Company also agreed to pay additional contingent payments to Santos of (AUD) $50 million upon a favorable partner vote on any final investment decision to develop the Evans Shoal field and a further (AUD) $50 million upon first stabilized gas production from the field. Closing and completion of the purchase was subject to regulatory and other approvals. The Australian Foreign Investment Review Board indicated it had ‘no objection’ to the acquisition of Santos’ interest by MPAL.

The Asset Sales Deed was amended by the January 31, 2011 Deed of Variation (“Amended Asset Sales Deed”) which extended the closing date of the Evans Shoal Transaction through to May 31, 2011 in exchange for (1) MPAL’s release to Santos of the initial (AUD) $15 million escrow deposit payment made towards the closing

price (“First Escrow Amount”) and (2) an additional (AUD) $10 million escrow account deposit towards the closing price (“Second Escrow Amount”). While the Amended Asset Sales Deed provided that the payment of the Second Escrow Amount would be made in accordance with the terms of the Amended Asset Sales Deed which provided certain defined circumstances under which MPAL was entitled to reimbursement of the deposit, the Amended Asset Sales Deed re-classified the First Escrow Amount as non-refundable.

On July 21, 2011, Santos and MPAL executed a Release Agreement to (1) terminate the Amended Asset Sales Deed and (2) resolve all outstanding issues relating to the Amended Asset Sales Deed. Under the Release Agreement, MPAL received back the Second Escrow Deposit, plus all interest accrued on that deposit from the date of deposit to the date of release and the parties agreed to mutually release each other from all claims arising out of the Asset Sales Deed and the Evans Shoal Transaction. As a result, the A$15 million deposit was written off.

In connection with the unwinding of the Evans Shoal Transaction, the Company and Santos executed agreements to transfer their interests in the Amadeus licenses with a resulting ownership interest by the Company of 100% of the Palm Valley and Dingo gas fields. (See Note 20)

LICENSES AND PERMITS

MPAL has interests directly and indirectly in the following permits. Permit holders are generally required to carry out agreed work and expenditure programs. (See Note 16)

 

Permit

  

Ownership
Interest

Expiration Date

  

Location

Petroleum Lease No. 4 and No. 5 (Mereenie) (Amadeus Basin)

  35%November 17, 2023  Northern Territory, Australia

Petroleum Lease No. 3 (Palm Valley) (Amadeus Basin)

  52.023%November 7, 2024  Northern Territory, Australia

Retention License No. 2 (Dingo) (Amadeus Basin)

  34.3365%February 16, 2014  Northern Territory, Australia

ATP 613P (Maryborough Basin)

March 2019Queensland, Australia

ATP 674P (Maryborough Basin)

Application pendingQueensland, Australia

ATP 733P (Maryborough Basin)

Application pendingQueensland, Australia

ATP 732P (Cooper Basin)

Application pendingQueensland, Australia

NT/P82 (Bonaparte Basin)

  100%May 12, May 2016  Offshore Northern Territory, Australia

PEDL 098 (Weald-Wessex Basins)125 (Weald Basin)

  September 2011United Kingdom

PEDL 125 (Weald-Wessex Basins)

40%
 June 30, 2012  United Kingdom

PEDL 126 (Weald-Wessex Basins)(Weald Basin)

40% June 201130, 2014  United Kingdom

PEDL 135 (Weald Basin)

�� September 2011United Kingdom

PEDL 136 (Weald Basin)

100%
 September 201030, 2012  United Kingdom

PEDL 137 (Weald Basin)

  September 2011United Kingdom

PEDL 153 (Weald Basin)

100%
 September 2010United Kingdom

PEDL 154 (Weald Basin)

September 201030, 2012  United Kingdom

PEDL 155 (Weald Basin)

  40%September 201130, 2015  United Kingdom

PEDL 231 (Weald Basin)

  50%June 30, 2014  United Kingdom

PEDL 232 (Weald Basin)

  50%June 30, 2014  United Kingdom

PEDL 234 (Weald Basin)

  50%June 30, 2014  United Kingdom

PEDL 240 (Weald-Wessex(Wessex Basins)

  23%June 30, 2014  United Kingdom

PEDL 242 (Weald Basin)

  100%June 30, 2014  United Kingdom

PEDL 243 (Weald Basin)

  50%June 30, 2014  United Kingdom

PEDL 246 (Weald Basin)

  100%June 30, 2014  United Kingdom

PEDL 256 (Weald Basin)

  40%April 30, 2015  United Kingdom

PEDL 136, 153 and 154 expired in September 2010 and will not be renewed.

Petroleum permits issued by the Northern Territory of Australia are subject to the Petroleum (Prospecting and Mining) Act and the Petroleum Act of the Northern Territory. Lessees have the exclusive right to produce petroleum from the land subject to payment of a rental and a royalty at the rate of 10% of the wellhead value of the petroleum produced. Rental payments may be offset against the royalty paid. The term of a lease is 21 years, and leases may be renewed for successive terms of 21 years each.

Petroleum Exploration and Development Licenses issued by the Government of the United Kingdom are subject to the Petroleum Act. Licensees have the exclusive right to produce petroleum from the land subject to payment of a rental. The term of the license is 31 years.

(v) Seasonality of Business.Bonaparte Basin

The Commonwealth – Northern Territory Offshore Petroleum Joint Authority granted Exploration Permit for Petroleum NT/P82 to the Company (100% interest) over Area NT09-1. Area NT09-1 was offered for competitive bid under the Australian Government 2009 Release of Offshore Petroleum Exploration Areas. The exploration permit was granted on May 13, 2010 for a six year term. The committed work program under the permit during the first three years of the term involves the reprocessing of existing seismic data, the acquisition of additional 2D and 3D seismic data and the interpretation of the combined seismic database. NT/P82 lies to the south and southeast of the Evans Shoal gas field within the Bonaparte Basin.

Magellan undertook the reprocessing of 2,061 miles of existing 2D seismic data during the first year of the permit and planning has commenced to undertake the acquisition of 62 miles of 2D and 46 square miles of 3D seismic data during the second permit year. Acquisition of the seismic surveys is planned for the first quarter of 2012. At June 30, 2011, MPAL’s share of the work obligations committed for the NT/P82 permit was $1,798,000.

Maryborough Basin

MPAL held a 100% interest in exploration permit ATP 613P in the Maryborough Basin in Queensland, Australia. MPAL (100%) also has applications pending for permits ATP 674P and ATP 733P which are adjacent to ATP 613P. The Company was granted the previously excluded areas of ATP 613P in September 2010 and is waiting on the grant of ATP 674P and ATP 733P by the Queensland Government.

In May 2006, MPAL entered into a farm-out agreement in relation to ATP 613P, ATPA 674P and ATPA 733P with Eureka Petroleum, under which that company funded the drilling of two coal seam gas exploration wells in 2007 which intersected multiple thin coal seams. Eureka Petroleum has agreed to undertake a staged evaluation of the area to earn a 75% interest in any petroleum lease granted. MPAL retained a 25% interest and is carried by Eureka Petroleum through any development to the grant of a petroleum lease.

On January 16, 2010, the Company entered into an asset sale agreement with Adelaide Energy to sell all of its ownership interests in the three petroleum exploration permits ATP 613P, ATP 733P and ATP 674P. The transaction with Adelaide Energy closed on November 30, 2010 following the grant of the ATP 613P excluded areas. ATP 674P and ATP 733P will be transferred to Adelaide Energy following their grant.

UNITED KINGDOM

PEDL 125 & PEDL 126 (Markwells-1)

Effective July 1, 2003, MPAL acquired two Petroleum Exploration and Development Licenses (“PEDL”), PEDL 125 (40%) in Hampshire and PEDL 126 (40%) in West Sussex, in the Weald Basin of southern England; each granted for an initial exploration term of six years. The terms of both PEDL’s were extended by the Government; PEDL 126 will expire in June 2015 and PEDL 125 in June 2012. A PEDL will be extended past the end of its 11-year exploration term for a further 20-year production term if a development plan for production is approved by the Government.

The South Downs National Park was established by the Government in April 2011 over a 636 square mile area in southern England including parts of PEDL 125 and PEDL 126. Any petroleum development with the South Downs Nation Park must comply with the park’s Planning Policy. The Department of Energy supports the exploration and production of onshore oil and gas in line with its stated aim to maximize the economic recovery of UK’s oil and gas reserves, taking full account of environmental, social and economic objectives.

The Company participated in the Markwells Wood-1 exploration well in PEDL 126, which spudded in November 2010. Northern Petroleum is operator of the PEDL 126 joint venture. Markwells Wood-1 well

targeted the eastward extension of the Horndean oil field which is currently producing from the Great Oolite Formation. Assessment of the well logs confirmed that the entire Great Oolite reservoir sequence in Markwells Wood-1 is oil-bearing above the Horndean field oil-water contact of 4,446 ft sub-sea level.

The presence of mobile (‘live’) oil was observed in 30 feet of core in the upper section of the Great Oolite. Analysis of the logs indicate the well, which was deviated at an inclination of approximately 56 degrees through the Great Oolite, penetrated a gross hydrocarbon bearing interval of 275 ft with a calculated net reservoir of 192 ft with an average porosity of 13-14%; a typical porosity value for this reservoir in the nearby fields in the same formation. Northern Petroleum started operations for an extended well test of the Markwells Wood oil discovery in West Sussex, with the arrival of a workover rig on September 6, 2011. The test will enable the joint venture partners to evaluate the potential and scheme for future development of the Markwells Wood oil accumulation.

At June 30, 2011, MPAL’s share of the work obligations committed for the PEDL 125 and PEDL 126 licenses totaled $1,805,000.

PEDL 153, PEDL 154, PEDL 155 & PEDL 256

Effective October 1, 2004, MPAL acquired three licenses, PEDL 153 (33.3%), PEDL 154 (50%) and PEDL 155 (40%), in the Weald-Wessex Basins in southern England, each granted for an initial exploration term of six years. Each license has a drill or drop obligation at the end of its initial exploration term. The drilling plans for the Havant-1 well in PEDL 155 are under consideration. The initial exploration term of PEDL 155 was extended for a further four years and will expire on September 30, 2015. PEDL 153 and PEDL 154 terminated on September 30, 2010. The U.K. Company, Egdon Resources, will fund part of MPAL’s share of the PEDL 155 drilling and exploration costs to acquire a 10% interest in the license.

During fiscal year 2001, MPAL acquired an interest in exploration license PEDL 099 of the Portsdown area of Hampshire in southern England in the Weald Basin. The license (MPAL 40%) expired in September 2008. The former PEDL 099 licensees made an out-of-round application for a license over the northeast portion of the former PEDL 099 area which is adjacent to the Havant Prospect in PEDL 155. PEDL 256 was granted to MPAL (40% interest) and its joint venture partners for a period of six years with effect from May 2009 with a drill or drop obligation at the end of the initial exploration term. PEDL 256 expires in April 2015.

At June 30, 2011, MPAL’s share of the work obligations committed for the PEDL 155 & PEDL 256 licenses was $1,429,000.

PEDL 231, PEDL 232, PEDL 234 & PEDL 243

Effective July 1, 2008, MPAL (50%) and its joint venture partner, Celtique Energie, were granted interests in PEDL 231, PEDL 232, PEDL 234 and PEDL 243 located in the central Weald Basin of southern England. Each license has a drill or drop obligation at the end of its initial exploration term and expires in June 2014. Celtique Energie, operator of the four joint ventures, will acquire 109 miles of 2D seismic data in PEDL 231, PEDL 234 and PEDL 243 during the fall of 2011 to more closely define drilling prospects identified from the existing seismic data, which will fulfill the firm work obligations under the licenses. At June 30, 2011, MPAL’s share of the work obligations committed for the PEDL 231, PEDL 232, PEDL 234 & PEDL 243 licenses was $1,456,000.

PEDL 135, PEDL 137, PEDL 242 & PEDL 246

Effective October 1, 2004, MPAL was granted 100% interest in PEDL 135, and PEDL 137 in the Weald Basin in southern England for a term of six years. Effective July 1, 2008, MPAL was granted 100% interest in PEDL 242 and PEDL 246 located adjacent to the other licenses; each with a six year initial term. The initial exploration term of each of PEDL 135 and PEDL 137 has been extended to September 30, 2012. PEDL 136

expired on September 30, 2010. Each license has a drill or drop obligation at the end of its initial term. MPAL has undertaken a program of seismic data purchase, reprocessing and interpretation and has identified three drilling prospects. At June 30, 2011, MPAL’s share of the work obligations committed for the PEDL 135, PEDL 137, PEDL 242 and PEDL 246 licenses was $149,000.

PEDL 098 & PEDL 240

During fiscal year 2001, MPAL acquired an interest in an exploration license in southern England in the Weald-Wessex Basins. The license, PEDL 098 (22.5%), on the Isle of Wight was granted for a term of six years. The Sandhills-2 well, drilled in PEDL 098 during 2005, encountered a heavily biodegraded remnant oil column and was plugged and abandoned. PEDL 098 was surrendered in May 2011 towards the end of its 11-year term. Effective July 1, 2008, MPAL and its joint venture partners were granted PEDL 240 (22.5%) adjacent to PEDL 098 for an initial exploration term of six years. The license has a drill or drop obligation at the end of its initial exploration term. An exploration well has to be drilled within the first six years of the initial term in order for the license to be extended into the next five-year license term, as was the case for PEDL 098. At June 30, 2011, MPAL’s share of the work obligations committed for the PEDL was $38,000.

UNITED STATES

East Poplar Unit and Northwest Poplar Oil Fields

On October 15, 2009, MPC completed the purchase of an 83.5% controlling interest in Nautilus. Nautilus, based in Denver, Colorado, owns a majority interest in and operates the Poplar Field in Roosevelt County, Montana. The controlling interest in Nautilus was purchased from White Bear, LLC and ECP Fund, SICAV-FIS (formerly, YEP I, SICAV- FIS) entities affiliated with Nikolay Bogachev and J. Thomas Wilson, two directors of the Company.

MPC also completed a consolidation of interests in the Poplar Field by purchasing a 25.05% average working interest from Hunter Energy, LLC and a 3.25% average working interest from Nautilus Technical Group, LLC in March 2010. On a consolidated basis, MPC, through Nautilus and directly, owned an average 85.7% working interest in the Poplar Fields in Montana as of June 30, 2011.

The Poplar Field was discovered and developed in 1954 by Murphy Oil Company. The Field, with 23,000 combined licensed acres, has an estimated 700-800 million barrels of original oil in-place with 52 million barrels recovered to-date (largely from just the Charles formation) or approximately 7% of in-place reserves. Typical recovery factors in other fields with like characteristics are 20% to 30%. Magellan (through Nautilus) has embarked on an active development program utilizing both infill and tertiary enhanced oil recovery programs shown to be successful and productive in adjacent, similar fields in both the U.S. and in nearby Canada. Although certain contingencies must materialize, attractive upside potential is seen in the Company’s businessthree producing oil horizons in the Mississippian Charles formation, up to 23,000 acres of Bakken shale, and both shallow and deep gas plays.

For the year end June 30, 2011, the Poplar Field produced approximately 86 MBbls with approximately 35 active wells producing from the Charles Formation. During June 30, 2011, MPC’s share of oil sales was approximately 68 MBbls, which is net of royalties and overriding royalties averaging 21%. At June 30, 2011, MPC’s share of the Poplar Field proved oil reserves was approximately 9,190 MBbls.

The oil is transported by truck to a lease automatic custody transfer (“LACT”) facility in Reserve, MT where it enters the Enbridge Oil Pipeline to Clearbrook, MN. The East Poplar Unit and Northwest Poplar Field leases are held by production.

On September 2, 2011, the Company signed and closed a Purchase and Sale Agreement with the owners of Nautilus Technical Group LLC, (“Nautilus Technical”), and Eastern Rider LLC, (“Eastern Rider”), (collectively

the “Sellers”), resulting in the Company owning 100% of Nautilus Poplar and, directly or indirectly through Nautilus, a 100% working interest in the Poplar Field, aside from certain working interest owners in the Northwest Poplar fields. (See Note 20)

On September 7, 2011 the Company and VAALCO Energy (USA) Inc. (“VAALCO”) signed a definitive Lease Purchase and Sale Agreement (the “VAALCO LPSA”). VAALCO also agreed to drill three wells, at its sole expense as operator, to the Bakken formation and to formations below the Bakken (the “Deep Intervals”) in Poplar Field. Upon completion of three (3) new wells in the Deep Intervals of the Poplar Field, VAALCO will earn a 65% working interest in the Deep Intervals within the Poplar Field. One well will be spud on or before June 1, 2012 and the second and third will be spud on or before December 31, 2012. One well will be drilled horizontally to test the Bakken Formation, one well will be drilled vertically to test the Red River Formation, and a third will be targeted at VAALCO’s discretion.

The Company will retain a 35% working interest in the Deep Intervals and will continue to hold its current interest in all formations above the Bakken formation, including the currently producing Charles and Tyler formations where all Poplar proved and probable reserves are located.

The Company has initiated a program in late summer 2011 to undertake seven recompletions along with the completion of the East Poplar Unit (“EPU”) 119 drilled last fall into the Charles Formation. Magellan also plans to drill one shallow natural gas well in fall of 2011 to evaluate significant reservoir pressure differentials seen in the shallow gas horizon during the drilling of the EPU119 well.

A second drilling program, including up to three new infill wells in the Charles Formation, is planned for the fall of 2011. Drilling will be based upon the results from the recompletion program with the objective of increased production resulting in increased cash generation amid high oil price netbacks.

Given the complexity of the Poplar reservoir, the Company has completed the first steps of a reservoir engineering study for the Charles Formation. Further work is being conducted to manage and monitor water influx, determine new high potential drilling sites, and to determine the merit of an infill program.

RESERVES

Detailed information regarding reserves, costs of oil and gas activities, capitalized costs, discounted future net cash flows and results of operations is disclosed in Note 19.

A summary of our estimated proved, probable and possible reserves as of June 30, 2011 are set forth in the table below. The table shows reserves on an Mboe basis in which natural gas is converted to an equivalent barrel of oil based on a 6:1 energy equivalent ratio.

Summary of Oil and Gas Reserves as of June 30, 2011 Fiscal Year End

Based on Average Fiscal-Year Prices

                               All other
Foreign
Geographic
 
   Total   Australia   United States   areas 

Proved Reserves:

  Oil
(MBbls)
   Gas
(Bcf)
   Mboe   Oil
(MBbls)
   Gas
(Bcf)
   Oil
(MBbls)
   Gas
(Bcf)
   Oil
(MBbls)
   Gas
(Bcf)
 

Proved Developed Producing (PDP)

   1,127     0.43     1,199     —       0.43     1,127     —       —       —    

Proved Developed Not Producing (PDNP)

   1,122     —       1,122     —       —       1,122     —       —       —    

Proved Undeveloped (PUD)

   6,941     —       6,941     —       —       6,941     —       —       —    
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total Proved

   9,190     0.43     9,262     —       0.43     9,190     —       —       —    
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Probable undeveloped

   1,824     —       1,824     —       —       1,824     —       —       —    
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total reserves

   11,014     0.43     11,086     —       0.43  ��  11,014     —       —       —    
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Information regarding changes in estimated reserves during the last three years, and estimates of future net cash flows from proved reserves are contained in Note 19.

Proved Undeveloped Reserves

MPC first recorded these Proved Undeveloped reserves related to the Poplar Field at June 30, 2010.

In the United States, Magellan commenced a drilling and development program in the Poplar Field with the EPU 119 that reached a depth of 7,137 feet on October 18, 2010. Well results to-date, while under further evaluation, yielded a broad stack of hydrocarbon-bearing formations from 692 feet all the way to total vertical depth of 7,137 feet. A Charles Formation core (the current producing formation) was completed and is currently under analysis. A Bakken and Three Forks core was also successfully obtained and analyzed, where it was found that the Bakken is over pressured and mature, with oil and gas saturation, and substantial fracturing and fair to good porosity. The EPU119 well was targeting possible reserve volumes in the Nisku Formation and failed to produce commercially viable quantities of oil. However, EPU 119 did encounter hydrocarbons up hole of the Nisku Formation in the Charles Formation as seen on the well logs and in the core. Completion work is currently planned for EPU 119 in the fall of 2011. Other than the EPU 119, the Company did not seasonal,drill any new wells at the demandPoplar Field during this reporting period. The Company has a drilling program planned for the fall of 2011 to drill up to three new wells in the Charles Formation targeting proven undeveloped reserves. Since the program is relatively new to the Company, there is no recent experience of converting proved undeveloped reserves to proved developed reserves.

In Australia, the Company has no recent experience of converting possible reserves to probable reserves and probable reserves to proved reserves. In Australia, our possible and probable oil reserves relate to the Mereenie Field in Northern Territory, where there has not been any drilling since 2004.

Preparation of Oil and Gas Reserve Information

Proved reserves. Estimates of proved developed and undeveloped reserves are inherently imprecise and are continually subject to revision based on production history, results of additional exploration and development, price changes and other factors.

Probable reserves. Estimates of probable developed and undeveloped reserves are inherently imprecise. When producing an estimate of the amount of oil and gas that is recoverable from a particular reservoir, an estimated quantity of probable reserves is an estimate that is as likely as not to be achieved. Estimates of probable reserves are also continually subject to revision based on production history, results of additional exploration and development, price changes and other factors.

We use deterministic methods to estimate probable reserve quantities, and when deterministic methods are used, it is as likely as not that actual remaining quantities recovered will exceed the sum of estimated proved plus probable reserves. Probable reserves may be assigned to areas of a reservoir adjacent to proved reserves where data control or interpretations of available data are less certain, even if the interpreted reservoir continuity of structure or productivity does not meet the reasonable certainty criterion. Probable reserves may be assigned to areas that are structurally higher than the proved area if these areas are in communication with the proved reservoir. Probable reserves estimates also include potential incremental quantities associated with a greater percentage recovery of the hydrocarbons in place than assumed for proved reserves.

Possible reserves. Estimates of possible developed and undeveloped reserves are also inherently imprecise. When producing an estimate of the amount of oil and gas that is recoverable from a particular reservoir, an estimated quantity of possible reserves is an estimate that might be achieved, but only under more favorable circumstances than are likely. Estimates of possible reserves are also continually subject to revision based on production history, results of additional exploration and development, price changes and other factors.

We use deterministic methods to estimate possible reserve quantities, and when deterministic methods are used to estimate possible reserve quantities, the total quantities ultimately recovered from a project have a low probability of exceeding proved plus probable plus possible reserves. Possible reserves may be assigned to areas

of a reservoir adjacent to probable reserves where data control and interpretations of available data are progressively less certain. Frequently, this will be in areas where geo-science and engineering data are unable to define clearly the area and vertical limits of commercial production from the reservoir. Possible reserves also include incremental quantities associated with a greater percentage recovery of the hydrocarbons in place than the recovery quantities assumed for probable reserves.

Possible reserves may be assigned where geo-science and engineering data identify directly adjacent portions of a reservoir within the same accumulation that may be separated from proved areas by faults with displacement less than formation thickness or other geological discontinuities and that have not been penetrated by a wellbore, and we believe that such adjacent portions are in communication with the known (proved) reservoir. Possible reserves may be assigned to areas that are structurally higher or lower than the proved area if these areas are in communication with the proved reservoir.

PRODUCTION VOLUMES, PRICES AND COSTS

MPC’s production volumes, net of royalties, average sales prices and average production costs for oil and especially gas during the three years ended June 30, 2011, 2010, 2009 are as follows (data for Canada has not been included since MPC is in a carried interest position and the data is not material):

   Production Volumes   Average Sales Prices   Average Production Costs 
   Oil   Gas   Total(2)   Oil   Gas   Oil   Gas 
   (MBls)   Bcf   MBOE   (per bbl)   (per mcf)   (per bbl)   (per mcf) 

2011

              

Australia (AUD)

   55     0.71     173    $99.67    $2.28    $93.40    $2.22  
  

 

 

   

 

 

   

 

 

         

United States (1) (3)

   68     —       68     77.96     —       34.58     —    
  

 

 

   

 

 

   

 

 

         

U.K.

   —       —       —       —       —       —       —    
  

 

 

   

 

 

   

 

 

         

Other

   —       —       —       —       —       —       —    
  

 

 

   

 

 

   

 

 

         

Total

   123     0.71     241          
  

 

 

   

 

 

   

 

 

         

2010

              

Australia (AUD)

   97     3.43     669     82.19     5.07     30.92     1.86  
  

 

 

   

 

 

   

 

 

         

United States

   42     —       42     67.88     —       36.43     —    
  

 

 

   

 

 

   

 

 

         

U.K.

   —       —       —       —       —       —       —    
  

 

 

   

 

 

   

 

 

         

Other

   —       —       —       —       —       —       —    
  

 

 

   

 

 

   

 

 

         

Total

   139     3.43     711          
  

 

 

   

 

 

   

 

 

         

2009

              

Australia (AUD)

   153     5.18     1,016     91.21     3.54     26.72     0.99  
  

 

 

   

 

 

   

 

 

   

 

 

       

U.K.

   —       —       —       —         —       —    
  

 

 

   

 

 

   

 

 

         

Other

   —       —       —       —       —       —       —    
  

 

 

   

 

 

   

 

 

         

Total

   153     5.18     1,016          
  

 

 

   

 

 

   

 

 

         

(1)Net Production by field was 51 MBbls for EPU and 17 MBbls for Northwest Poplar Field.
(2)Natural gas is converted to an equivalent barrel of oil based on a 6:1 energy equivalent ratio.
(3)Includes 6 MBbls attributable to a consolidated subsidiary in which there was, as of June 30, 20111, an 16.5% non-controlling interest. (See Note 20)

PRODUCTIVE WELLS

Productive wells at June 30, 2011 were as follows:

   Production Wells 
   Oil   Gas 
   Gross   Net   Gross   Net 

Australia

   16.0     5.6     10.0     4.2  

United States

   35.0     30.0     —       —    

Other Foreign Countries

   —       —       3.0     0.1  
  

 

 

   

 

 

   

 

 

   

 

 

 
   51.0     35.6     13.0     4.3  
  

 

 

   

 

 

   

 

 

   

 

 

 

ACREAGE

The following table summarizes gross and net developed and undeveloped acreage by geographic area at June 30, 2011. Net acreage is our percentage ownership of gross acreage. Acreage in which our interest is limited to royalty or overriding royalty is excluded.

   Developed Acreage   Undeveloped   Total Acreage 
   Gross   Net   Gross   Net   Gross   Net 

Australia

            

Mereenie

   31,567     11,048     38,482     13,469     70,049     24,517  

Palm Valley

   41,644     21,664     116,288     60,497     157,932     82,161  

Dingo

   —       —       116,139     39,878     116,139     39,878  

Offshore

   —       —       1,556,647     1,556,647     1,556,647     1,556,647  

United States

            

Poplar Field

   22,893     18,693     648     542     23,541     19,235  

All Other

            

U.K — Weald / Wessex Basin

   —       —       449,737     270,253     449,737     270,253  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

   96,104     51,405     2,277,941     1,941,286     2,374,045     1,992,691  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Of the total undeveloped acreage (2.3 million gross, 1.9 million net), as of June 30, 2011, the portion of our net undeveloped acres that is subject to seasonal fluctuationsexpiration over the next three years, if not successfully developed or renewed, is approximately 4% in 2012, 0% in 2013 and 11% in 2014.

DRILLING ACTIVITY

There were two wells in process at June 30, 2011.

The Company has a 40% interest in the weather.Markwells Wood-1 exploration well in PEDL 126, which spudded in November 2010. Northern Petroleum is operator of the PEDL 126 joint venture. Markwells Wood-1 well targeted the eastward extension of the Horndean oil field which is currently producing from the Great Oolite Formation. Assessment of the well logs confirmed that the entire Great Oolite reservoir sequence in Markwells Wood-1 is oil-bearing above the Horndean field oil-water contact of 4,446 ft sub-sea level. Northern Petroleum started operations for an extended well test of the Markwells Wood oil discovery, with the arrival of a workover rig on September 6, 2011. The test will enable the joint venture partners to evaluate the potential and scheme for future development of the Markwells Wood oil accumulation.

(vi) Working Capital Items.

See Item 7 — LiquidityMagellan commenced a drilling and Capital Resourcesdevelopment program in the Poplar Field, with the EPU 119 that reached a depth of 7,137 feet on October 18, 2010. Well results to-date, while under further evaluation, yielded a broad stack of hydrocarbon-bearing formations from 692 feet all the way to current depth. The deepest target, the Nisku Formation, proved to be non-commercial and the well will be recompleted up hole in the Charles. Completion work is currently planned for a discussionEPU 119 in the fall of this information.2011.

Productive and dry net wells drilled during the following years (data concerning Canada is insignificant):

                                      All Other Foreign 
  Total  Australia  United States  Geographic Areas 

Year ended
June 30

 Exploration  Development  Exploration  Development  Exploration  Development  Exploration  Development 
 Productive  Dry  Productive  Dry  Productive  Dry  Productive  Dry  Productive  Dry  Productive  Dry  Productive  Dry  Productive  Dry 

2011

  0.4    —      1.0    —      —      —      —      —      —      —      1.0    —      0.4    —      —      —    

2010

  —      —      —      —      —      —      —      —      —      —      —      —      —      —      —      —    

2009

  —      —      —      —      —      —      —      —      —      —      —      —      —      —      —      —    

(vii) MARKETING ACTIVITIES AND CUSTOMERS

Customers.Customers

Although MPAL’s producing oil and gas properties are located in a remote area in central Australia, (See Item 1 — Business and Item 2 — Properties), the completion in January 1987 of the Amadeus Basin to Darwin gas pipeline has provided access to and expanded the potential market for MPAL’s gas production.

Natural Gas Production

MPAL’s customer, PWC, contracted with Eni Australia in 2006 for the supply of PWC’s Northern Territory gas demand requirement for twenty five years, commencing January 2009. Eni Australia expected to commence sales from its Blacktip field offshore of the Northern Territory in January 2009; however, the Blacktip development encountered significant delays and only commenced partial production in September 2009 with full production not achieved until February 2010. The Mereenie Producers continued to supply PWC’s gas requirements on a reasonable endeavors basis to supplement Blacktip gas sales until early February, 2010. MPAL is actively pursuingThe last Mereenie gas sales contracts for the remaining uncontracted reserves at Mereenie and Palm Valley. While gas marketing efforts to date have identified several potential customers, the majority have a gas requirement commencingcontract terminated in the 2011-2013 timeframe. There is strong competition within the market with Blacktip gas now available, and MPAL may not be able to contract for the sale of the remaining uncontracted reserves in the short term, but may be able to do so in the longer term with increasing demand from new mining developments and industrial users in the Northern Territory and the adjacent areas of neighboring states.September, 2010. As MPAL haswas not been able to sell its uncontracted gas, its revenues have declined in 2010. Unless MPAL is able to sell uncontracted gas, including reasonable endeavors gas not taken by PWC or be successful in its current exploration program, its revenues will continue to be substantially reduced in2011.

However, upon completion of the Santos SA, Magellan NT entered into a Gas Supply and Purchase Agreement (the “GSPA”) with the Santos Entities on September 14, 2011, and beyond, which will materially affect the Company’s liquidity and results of operations.

Mereenie gas sales were approximately $11.6 million (net of royalties) or 85% of total gas salesthat provides for the sale by Magellan NT to the Santos Entities of a total contract gas quantity of 25.65PJ over the anticipated 17 year ended June 30, 2010 and $12.4 million (netterm of royalties) or 85% of total sales for the year ended June 30, 2009.GSPA.

Oil Production

MPAL — Presently all of the crude oil and condensate production from Mereenie is being shipped and sold through the Port Bonython Export Terminal, Whyalla, South Australia. Prior to the sale of the MPAL’s Cooper Basin oil field, crude oil production from Kiana and Aldinga were generally shipped through the Moomba processing facility in northeastern South Australia and piped from there to the Port Bonython Export Terminal where it was sold. Nockatunga crude oil was shipped and sold through the IOR Energy refinery at Eromanga, Southwest Queensland. Oil sales during fiscal 20102011 were 47.40%66.6% to the Santos group of companies, 14.70%20.2% to the Beach Petroleum group of companies and 9.40%13.2% to Origin Energy Resources and 28.5% to IOR Energy.Resources.

Nautilus Poplar – Presently all of the oil production from the East Poplar Unit and the Northwest Poplar Oil Field is being trucked to a terminal in Reserve, MT and sold to Nexen, Inc.Plains Marketing, LP.

(viii) Backlog.CURRENT MARKET CONDITIONS AND COMPETITION

Not applicable.

(ix) Renegotiation of Profits or Termination of Contracts or Subcontracts at the Election of the Government.

Not applicable.

(x) Competitive Conditions in the Business.Business

The exploration for and production of oil and gas are highly competitive operations. The ability to exploit a discovery of oil or gas is dependent upon such considerations as the ability to finance development costs and the availability of equipment, andequipment. The success of exploitation is also the possibilityability to avoid or minimize the effect of engineering and construction delays and difficulties. The Company also must compete with major oil and gas companies which have substantially greater resources.

Furthermore, various forms of energy legislation which have been or may be proposed in the countries in which the Company holds interests may substantially affect competitive conditions. However, it is not possible to predict the nature of any such legislation which may ultimately be adopted or its effects upon the future operations of the Company.

(xi) Research and Development.Seasonality of Business

Not applicable.Although the Company’s business is not seasonal, the demand for oil and especially gas is subject to seasonal fluctuations in the weather.

(xii) SEGMENT INFORMATION

The Company is engaged in only one industry, namely, oil and gas exploration, development, production and sale. The Company conducts such business through its three operating segments: MPC, its 100% equity interest in its subsidiary, MPAL, and its 83.5% controlling member interest in Nautilus, as of June  30, 2011. See Note 15.

EMPLOYEES

Number of Persons Employed by Company.

As of fiscal year ended June 30, 2011 the Company had 42 total employees. MPC had 8 employees and Nautilus had 12 employees in the United States. At that date, MPAL had 22 employees in Australia.

REGULATORY MATTERS, ENVIRONMENTAL AND ADDITIONAL FACTORS AFFECTING BUSINESS

Environmental Regulation.

The Company is subject to the environmental laws and regulations of the jurisdictions in which it carries on its business, and existing or future laws and regulations could have a significant impact on the exploration for and development of natural resources by the Company. However, to date, the Company has not been required to spend any material amounts for environmental control facilities. The federal and state governments in Australia strictly monitor compliance with these laws but compliance therewith has not had any adverse impact on the Company’s operations or its financial resources. We are subject to stringent and complex U.S. and Canadian federal, state, provincial and local environmental laws, regulations and permits and international environmental conventions, including those relating to the generation, storage, handling, use, disposal, movement and remediation of natural gas, NGLs,natural gas liquids, oil and other hazardous materials; the emission and discharge of such materials to the ground, air and water; wildlife protection; the storage, use and treatment of water; and the placement, operation and reclamation of wells. These requirements are a significant consideration for us as our operations involve the generation, storage, handling, use, disposal, movement and remediation of natural gas, NGLs,natural gas liquids, oil and other hazardous or regulated materials and the emission and discharge of such materials to the environment. If we violate these requirements, or fail to obtain and maintain the necessary permits, we could be fined or otherwise sanctioned, which sanctions could include the imposition of fines and penalties and orders enjoining future operations. Pursuant to such laws, regulations and permits, we have made and expect to continue to make capital and other compliance expenditures.

At fiscal year ended June 30, 2010,2011, the Company had accrued approximately $9.3$11.4 million for asset retirement obligations for the Mereenie, Palm Valley, Dingo and Poplar fields. SeeField (See Note 4 of the Consolidated Financial Statements under Item 8 — Financial Statements and Supplementary Data.5).

(xiii) Number of Persons Employed by Company.

At June 30, 2010 the Company had 39 total employees. MPC had 7 employees and Nautilus had 10 employees in the United States. At that date, MPAL had 22 employees in Australia.

(d) (2) Financial Information Relating to Foreign and Domestic Operations.

See Note 17 to the Consolidated Financial Statements.

15 and Note 19.

(3) Risks Attendant to Foreign Operations.

Many of the properties in which the Company has interests are located outside the United States and are subject to certain risks involved in the ownership and development of such foreign property interests. These risks include but are not limited to those of: nationalization; expropriation; confiscatory taxation; changes in foreign

exchange controls; currency revaluations; price controls or excessive royalties; export sales restrictions; limitations on the transfer of interests in exploration licenses; and other laws and regulations which may adversely affect the Company’s properties, such as those providing for conservation, proration, curtailment, cessation, or other limitations of controls on the production of or exploration for hydrocarbons. Thus, an investment in the Company represents a speculation with risks in addition to those inherent in domestic petroleum exploratory ventures.

Since 1992, there has been an ongoing controversy regarding the Aborigines and the ownership of their traditional lands. There has been legislation aimed at resolving this controversy. The Company does not believe that this issue will have a material adverse impact on MPAL’s properties.

(4) Data Which are Not Indicative of Current or Future Operations.

(e)Available InformationAVAILABLE INFORMATION

Information regarding the Company, including corporate governance policies, code of ethics and charters for the committees of the board of directors can be found on our Internet website athttp://www.magellanpetroleum.com and copies of these documents are available to stockholders, without charge, upon request to Jeffrey Tounge, Investor Relations,Corporate Secretary, Magellan Petroleum Corporation, 7 Custom House Street, 3rd Floor, Portland, Maine 04101 (tel: (207) 619-8500.619-8500). The information contained in our website is not intended to be incorporated into this Form 10-K. In addition, our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 are made available free of charge on our Internet website on the same day that we electronically file such material with, or furnish it to, the Securities and Exchange Commission (the “SEC”).SEC. Information filed with the SEC may be read or copied at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. Information on operation of the Public Reference Room may be obtained by calling the SEC at 1-800-SEC-0330. These filings are also available to the public from commercial document retrieval services and at the Internet website maintained by the SEC athttp://www.sec.gov that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC.

 

Item 1A.Risk Factors

Set forth below and elsewhere in this Annual Report on Form 10-K are the risks and uncertainties that should be considered in evaluating the Company’s common stock and that could cause the actual future results of the Company to differ from those expressed or implied in the forward-looking statements contained in this Annual Report and in other public statements the Company makes. Additionally, because of the following risks and uncertainties, as well as other variables affecting the Company’s operating results, the Company’s past financial performance should not be considered an indicator of future performance.

The principal oil and gas properties owned by MPAL, MPC and Nautilus could stop producing oil and gas.

MPAL’s Palm Valley field and Mereenie fields and / or Nautilus’sNautilus’ Poplar fieldsField could stop producing oil and gas or there could be a material decrease in production levels at the fields. Since these are the three principal revenue producing properties of Magellan, any decline in production levels at these properties could cause Magellan’s revenues to decline. Any such adverse impact on the revenues and cashflowscash flows being received by Magellan could restrict our ability to explore and develop oil and gas properties in the future and cause our stock price to decline.

If MPAL’s existingproduction history depended upon long-term gas supply contracts, are terminated orone of which was not renewed, and MPAL’s business could behas been adversely affected.impacted.

MPAL’s financial performance and cash flows have historically been dependent upon its Palm Valley and Mereenie existing supply contracts to sell gas produced at these fields to MPAL’s former major customer, Gasgo, a subsidiary of PWC of the Northern Territory. Gasgo has contracted with Eni Australia for the supply of PWC’s Northern Territory gas demand requirement for twenty five years. Eni Australia, commenced sales in January

September 2009, is to supply the gas from its Blacktip field offshore of the Northern Territory. The Blacktip development has encountered delays but has already commenced partial production. The Mereenie Producers continued to supply PWC’s gas demand on a reasonable endeavors basis to supplement Blacktip gas sales as required until September 5, 2010. All prices for those sales now fall under the Backstop Agreement. MPAL is actively pursuingThe last Mereenie gas sales contracts for the remaining uncontracted reserves. While gas marketing efforts to date have identified several potential customers, the majority have a gas requirement commencingcontract terminated in the 2011-2013 timeframe. With Blacktip gas now available, there is strong competition within the market andSeptember, 2010. As MPAL maywas not be able to contract for the sale of the remaining uncontracted reserves in the short term, but may be able to do so in the longer term with increasing demand from new mining developments and industrial users in the Northern Territory and the adjacent areas of neighboring states. Unless MPAL is able to sell its uncontracted gas, including reasonable endeavors gas not taken by PWC, its revenues will continue to declinehave declined in 2011. Mereenie gas sales were approximately $11.6 million (net of royalties) or 85% of total gas sales for the

In fiscal year ended June 30, 2010, and $12.4 million (net of royalties) or 85% of total sales for the year ended June 30, 2009.

The Palm Valley Darwin contract expires in the year 2012. The expiration of these contracts, if not replaced, will have an adverse effect on MPAL’s revenues and business outlook and possibly its share price. Palm Valley gas sales were approximately $2.1 million (net of royalties) or 18% of total gas sales for the year ended June 30, 2010 and $2.2 million (net of royalties) or 17% of total sales for the year ended June 30, 2009.

We recentlywe completed an acquisition of a 83.5% controlling member interest in Nautilus and may make acquisitions or investments in new oil and gas reserves, operating businesses or assets that involve additional risks, which could disrupt our business or harm our financial condition or results of operations.

As part of our business strategy, in October 2009, we have recently acquired a controlling interest in Nautilus Poplar LLC.Nautilus. We expect to continue to make acquisitions of companies that possess oil and gas reserves or other businesses or assets that are complementary to our growth strategy. Such acquisitions or investments involve a number of risks, including:

 

assimilating operations and new personnel may be unexpectedly difficult;

 

management’s attention may be diverted from other business concerns;

 

we may enter markets in which we have limited or no direct experience;

 

we may lose key employees of an acquired business;

 

we may not realize the value of the acquired assets relative to the price paid; and

 

despite our due diligence efforts, we may not succeed at quality control or other customer issues.

These factors could have a material adverse effect on our business, financial condition and operating results. Consideration paid for any future acquisitions could include our stock or require that we incur additional debt and contingent liabilities. As a result, future acquisitions could cause dilution of existing equity interests and earnings per share.

We recently entered into an agreement with Santos to purchase Santos’ 40% interest in a large gas field offshore in Australia, under which we made an initial cash deposit of (AUS) $15 million as partial payment of the purchase price, that could be forfeited should we be unable to complete the purchase of the interest by the “completion date” specified under the agreement.

On March 25, 2010, our subsidiary MPAL entered into an agreement with Santos Limited (Santos) to purchase Santos’ 40% interest in Evans Shoal natural gas field (NT/P48), located in the Bonaparte Basin offshore Northern Australia. Under the agreement, we paid a cash deposit of (AUS) $15 million to be credited against the (AUS) $100 million initial purchase price for the Santos interest. If we are unable to complete the purchase of Santos’ interest by the completion date specified under the agreement (which will occur during December 2010) either because we are unable to raise additional funding by the sale of additional equity or debt securities in the near future, would likely forfeit our initial (AUS) $15 million deposit payment to Santos, which would adversely impact our financial condition and could cause our stock price to decline. For a more complete description of the Evans Shoal agreement and gas field, see Note 10 to the Consolidated Financial Statements included herein in Item 8.

Our plans to drill for oil and gas onat fields located in the U.S. and U.K. may not result in successful discoveries of oil and gas.

During fiscal year 2011, we expect that at least two new wells,2012, the Markwells Wood-1 Havant-1,well, in the Weald Basin in the United Kingdom in which we hold interests, will be drilled in an attemptis currently being production tested to recover oil and gas in commercially viable quantities. On October 18, 2010, Magellan commenced a drilling and development program in Poplar Field, with the EPU 119. Completion work is currently planned in the fall of 2011. If these drilling projects are not successful, no revenues will be achieved from the drilling projects and our results of operations would be adversely affected.

We may not be successful in sharing the exploration and development costs of the fields and permits in which we hold interests.

Our plans for drilling in the U.K. and North AmericaU.S. depend, in certain cases, on our ability to enter into farm-in, joint venture or other cost sharing arrangements with other oil and gas companies. If we are not able to secure such farm-in or other arrangements in a timely manner, or on terms which are economically attractive to the Company, we may be forced to bear higher exploration and development costs with respect to our fields and interests. We may also be unable to fully develop and/or explore certain fields if the costs to do so would exceed our available exploration budget and capital resources. In either case, our results of operations could be adversely affected and the market price of our common shares could decline.

Fluctuations in our operating results and other factors may depress our stock price.

During the past few years, the equity trading markets in the United States have experienced price volatility that has often been unrelated to the operating performance of particular companies. These fluctuations may adversely affect the trading price of our common shares. From time to time, there may be significant volatility in the market price of our common shares. Investors could sell shares of our common stock at or after the time that it becomes apparent that the expectations of the market may not be realized, resulting in a decrease in the market price of our common shares.

The loss of key personnel could adversely affect our ability to operate.

We depend, and will continue to depend in the foreseeable future, on the services of the officers and key employees of MPC, Nautilus, and MPAL. The ability to retain its officers and key employees is important to our continued success and growth. The unexpected loss of the services of one or more of these individuals could have a detrimental effect on our business.

There are risks inherent in foreign operations such as adverse changes in currency values and foreign regulations relating to MPAL’s exploration and development operations and to MPAL’s payment of dividends to MPC.

The properties in which Magellan has interests located outside the United States are subject to certain risks related to the indirect ownership and development of foreign properties, including government expropriation, adverse changes in currency values and foreign exchange controls, foreign taxes, nationalization and other laws and regulations, any of which may adversely affect the Company’s properties. Although there are currently no exchange controls on the payment of dividends to the Company by MPAL, such payments could be restricted by Australian foreign exchange controls, if implemented.

Our dividend policy could depress our stock price.

We have never declared or paid dividends on our common stock and have no current intention to change this policy. We plan to retain any future earnings to reduce our accumulated deficit and finance growth. As a result, our dividend policy could depress the market price for our common stock and cause investors to lose some or all of their investment.

We may issue a substantial number of shares of our common stock under our stock option plansincentive plan and our outstanding warrants and shareholders may be adversely affected by the issuance of those shares.

As of June 30, 2010,2011, there were 4,347,826 warrants outstanding and 3,880,0005,200,000 stock options outstanding of which 2,230,000 were3,258,332 are fully vested and exercisable. As of that date, there were also 800,0001,270,000 options available for future grants under our 1998 Stock Incentive Plan as amended in MayDecember of 2009.2010 (“Plan”). If all of these options and warrants, which total 9,027,82610,817,826 in the aggregate, wereare awarded and exercised, these shares received would represent approximately 17.24%21% of our outstanding common shares and would, upon their exercise and the payment of the exercise prices, dilute the interests of other shareholders and could adversely affect the market price of our common stock.

If our shares are delisted from trading on the Nasdaq Capital Market, their liquidity and value could be reduced.

In order for us to maintain the listing of our shares of common stock on the Nasdaq Capital Market, the Company’s shares must maintain a minimum bid price of $1.00 as set forth in Marketplace Rule 5550(a)(2). If the bid price of the Company’s shares trade below $1.00 for 30 consecutive trading days, then the bid price of the Company’s shares must trade at $1.00 or more for 10 consecutive trading days during a 180-day grace period to

regain compliance with the rule. On September 1, 20102011 the Company’s shares closed at $1.63$1.55 per share. If the Company shares were to be delisted from trading on the Nasdaq Capital Market, then most likely the shares would be traded on the Electronic Bulletin Board, or OTC-BB. The delisting of the Company’s shares from NASDAQ could adversely impact the liquidity and value of the Company’s shares.

We have limited management and staff and will be dependent upon partnering arrangements.

The Company and its affiliates had approximately 3942 total employees as of June 30, 2010.2011. Despite thisour increase in employment relative to prior years, we expect that we will continue to require the services of independent consultants and contractors to perform various professional services, including reservoir engineering, land, legal, environmental and tax services. We will also pursue alliances with partners in the areas of geological and geophysical services and prospect generation, evaluation and prospect leasing. Our dependence on third party consultants and service providers createscreate a number of risks, including but not limited to:

 

the possibility that such third parties may not be available to us as and when needed; and

 

the risk that we may not be able to properly control the timing and quality of work conducted with respect to our projects.

If we experience significant delays in obtaining the services of such third parties or poor performance by such parties, our results of operations and stock price will be materially adversely affected.

RISKS RELATED TO THE OIL AND GAS INDUSTRY

Oil and gas prices are volatile. A decline in prices could adversely affect our financial position, financial results, cash flows, access to capital and ability to grow.

Our revenues, operating results, profitability, future rate of growth and the carrying value of our oil and gas properties depend primarily upon the prices we receive for the oil and gas we sell. Prices also affect the amount of cash flow available for capital expenditures and our ability to borrow money or raise additional capital. The prices of oil, natural gas, methane gas and other fuels have been, and are likely to continue to be, volatile and subject to wide fluctuations in response to numerous factors, including the following:

 

worldwide and domestic supplies of oil and gas;

 

changes in the supply and demand for such fuels;

 

political conditions in oil, natural gas, and other fuel-producing and fuel-consuming areas;

 

the extent of Australian domestic oil and gas production and importation of such fuels and substitute fuels in Australian and other relevant markets;

 

weather conditions (i.e. hurricanes), including effects on prices and supplies in worldwide energy markets because of recent hurricanes in the United States;markets;

 

the competitive position of each such fuel as a source of energy as compared to other energy sources; and

 

the effect of governmental regulation on the production, transportation, and sale of oil, natural gas, and other fuels.

These factors and the volatility of the energy markets make it extremely difficult to predict future oil and gas price movements with any certainty. Furthermore, the ongoing worldwide financial and credit crisis has reduced the availability of liquidity and credit to fund the continuation and expansion of industrial business operations worldwide. The shortage of liquidity and credit combined with recent substantial losses in worldwide equity markets could lead to an extended worldwide economic recession. A slowdown in economic activity

caused by a recession would likely reduce worldwide demand for energy and result in lower oil and natural gas prices. Oil prices declined from previous years’ record levels in early July 2008 of over $140 per barrel to below $70 per barrel in August 2009, and are backthen up slightly to $76 per barrel as ofin September 2010 and $82 per barrel in August 2011, while natural gas prices have declined from over $13 per mcf to approximately $4 per mcf over the same period.

Sustained declines in oil and gas prices (such as those experienced in the second half of 2008) would not only reduce our revenues, but could reduce the amount of oil and gas that we can produce economically and, as a result, could have a material adverse effect on our financial condition, results of operations and reserves. Further, oil and gas prices do not necessarily move in tandem. Approximately 2.6% of our proved reserves at June 30, 2010 were natural gas reserves. Gas sales contracts in Australia are adjusted to the gas price movements related to the Australian Consumer Price Index. Future gas sales not governed by existing contracts would generate lower revenue if natural gas prices in Australia were to decline. Sales of our proved oil reserves are dependent on world oil prices. The volatility of these prices will affect future oil revenues. Gas sales, which represented approximately 50% of production revenues in 2010, are derived primarily from the Palm Valley and Mereenie fields in the Northern Territory of Australia and the gas prices are set according to contracts that are subject to changes in the Australian Consumer Price Index.

Competition in the oil and natural gas industry is intense, and many of our competitors have greater financial and other resources than Magellan.

We operate in the highly competitive areas of oil and natural gas acquisition, development, exploitation, exploration and production and face intense competition from both major and other independent oil and natural

gas companies. Many of our Australian competitors have financial and other resources substantially greater than ours, and some of them are fully integrated oil companies. These companies may be able to pay more for development prospects and productive oil and natural gas properties and may be able to define, evaluate, bid for and purchase a greater number of properties and prospects than our financial or human resources permit. Our ability to develop and exploit our oil and natural gas properties and to acquire additional properties in the future will depend upon our ability to successfully conduct operations, evaluate and select suitable properties and consummate transactions in this highly competitive environment. In addition, we may not be able to compete with, or enter into cooperative relationships with, any such firms.

Our oil and gas exploration and production operations are subject to numerous environmental laws, compliance with which may be extremely costly.

Our operations are subject to environmental laws and regulations in the various countries in which they are conducted. Such laws and regulations frequently require completion of a costly environmental impact assessment and government review process prior to commencing exploratory and/or development activities. In addition, such environmental laws and regulations may restrict, prohibit, or impose significant liability in connection with spills, releases, or emissions of various substances produced in association with fuel exploration and development.

We can provide no assurance that we will be able to comply with applicable environmental laws and regulations or that those laws, regulations or administrative policies or practices will not be changed by the various governmental entities. The cost of compliance with current laws and regulations or changes in environmental laws and regulations could require significant expenditures. Moreover, if we breach any governing laws or regulations, we may be compelled to pay significant fines, penalties, or other payments. Costs associated with environmental compliance or noncompliance may have a material adverse impact on our cash flows, financial condition or results of operations in the future.

The potential impacts of climate change may negatively impact our business and results of operations.

Climate change has become the subject of an important public policy debate. Climate change remains a complex issue, with some scientific research suggesting that an increase in greenhouse gas emissions (GHGs) may pose a risk to society and the environment. The oil and natural gas exploration and production industry is a source of certain GHGs, namely carbon dioxide and methane, and future restrictions on the combustion of fossil fuels or the venting of natural gas could have a significant impact on our future operations.

We depend on one purchaser for a substantial portion of our revenue in North America.the United States. The inability of the purchaser to meet their payment obligations to us may adversely affect our financial results.

Currently, Nautilus relies on its contract with Nexen, Inc.Plains Marketing, LP. as the sole customer for its oil produced in Montana. If Nautilus’ sole customer reduces or discontinues its business with us, or if we are not able to successfully negotiate a replacement contract with our sole customer after the expiration of such contract, or if the replacement contract is on less favorable terms, the effect on us could be adverse if we were not able to locate new customers to purchase the oil produced at the Poplar Field. In addition, if Nautilus’ sole customer was to experience financial difficulties or any deterioration in its ability to satisfy its obligations to us, our cash flow from the Poplar Field could be adversely affected.

Our estimated reserves are based on many assumptions that may turn out to be inaccurate. Any significant inaccuracies in these reserve estimates or underlying assumptions may materially affect the quantities and present value of our reserves.

This annual report and the documents incorporated by reference in this annual report contain estimates of our proved reserves and the estimated future net revenues from our proved reserves. These estimates are based upon various assumptions, including assumptions required by the SEC relating to oil and gas prices, drilling and operating expenses, capital expenditures, taxes and availability of funds. The process of estimating oil and gas reserves is complex. The process involves significant decisions and assumptions in the evaluation of available geological, geophysical, engineering and economic data for each reservoir. Actual future production, oil and gas

prices, revenues, taxes, development expenditures, operating expenses and quantities of recoverable oil and gas reserves most likely will vary from these estimates. Such variations may be significant and could materially affect the estimated quantities and present value of our proved reserves. In addition, we may adjust estimates of proved reserves to reflect production history, results of exploration and development drilling, prevailing oil and gas prices and other factors, many of which are beyond our control. Our properties may also be susceptible to hydrocarbon drainage from production by operators on adjacent properties.

The present value of future net cash flows from our proved reserves is not necessarily the same as the current market value of our estimated oil and natural gas reserves. We base the estimated discounted future net cash flows from our proved reserves on the average, first-day-of-the-month price during the 12-month period preceding the measurement date. However, actual future net cash flows from our oil and natural gas properties also will be affected by factors such as:

 

actual prices we receive for oil and natural gas;

 

actual cost of development and production expenditures;

 

the amount and timing of actual production;

 

supply of and demand for oil and natural gas; and

 

changes in governmental regulations or taxation.

The timing of both our production and our incurrence of expenses in connection with the development and production of oil and natural gas properties will affect the timing of actual future net cash flows from proved reserves, and thus their actual present value. In addition, the 10% discount factor we use when calculating discounted future net cash flows for financial statement disclosure, may not be the most appropriate discount factor based on interest rates in effect from time to time and risks associated with us or the oil and natural gas industry in general.

Our reservesReserves as of June 30, 20102011 have been reported under new SEC Rules.rules. The estimates provided in accordance with the new SEC rules may change materially as a result of interpretive guidance that may be subsequently released by the SEC.

We have included in this report estimates of our proved reserves at June 30, 20102011 as prepared consistent with our independent reserve engineers’ interpretations of the new SEC rules relating to disclosures of estimated natural gas and oil reserves. These new rules are effective for fiscal years ending on or after December 31, 2009. These newly adopted rules require SEC reporting companies to prepare their reserve estimates using revised

reserve definitions and revised pricing based on 12-month unweighted first-day-of-the-month average pricing. The SEC has not specifically reviewed our reserve estimates under the new rules and has released only limited interpretive guidance regarding reporting of reserve estimates under the new rules. Accordingly, whileWhile the estimates of our proved reserves at June 30, 20102011 included in this report have been prepared based on what we and our independent reserve engineers believe to be reasonable interpretations of the new SEC rules, those estimates could ultimately differ materially from any estimates we might prepare applying more specific SEC interpretive guidance.

We may be limited in our ability to book additional proved undeveloped reserves under the new SEC rules.

Another impact of the new SEC reserve rules is a general requirement that, subject to limited exceptions, proved undeveloped reserves may only be booked if they relate to wells scheduled to be drilled within five years of the date of booking. This new rule may limit our potential to book additional proved undeveloped reserves as we pursue our drilling program on our undeveloped properties.

We may not have funds sufficient to make the significant capital expenditures required to replace our reserves.

Our exploration, development and acquisition activities require substantial capital expenditures. Historically, we have funded our capital expenditures through a combination of cash flows from operations, farming-in other companies or investors to MPAL’s exploration and development projects in which we have an interest and/or equity issuances. Future cash flows are subject to a number of variables, such as the level of production from existing wells, prices of oil and gas, and our success in developing and producing new reserves. If revenue were to decrease as a result of lower oil and gas prices or decreased production, and our access to capital were limited, we would have a reduced ability to replace our reserves. If our cash flow from operations is not sufficient to fund the Company’s capital expenditure budget, we may not be able to rely upon additional farm-in opportunities, debt or equity offerings or other methods of financing to meet these cash flow requirements.

If we are not able to replace reserves, we may not be able to sustain production.

Our future success depends largely upon our ability to find, develop or acquire additional oil and gas reserves that are economically recoverable. Unless we replace the reserves we produce through successful development, exploration or acquisition activities, our proved reserves will decline over time. Recovery of any additional reserves will require significant capital expenditures and successful drilling operations. We may not be able to successfully find and produce reserves economically in the future. In addition, we may not be able to acquire proved reserves at acceptable costs.

Exploration and development drilling may not result in commercially productive reserves.

We do not always encounter commercially productive reservoirs through our drilling operations. The new wells we drill or participate in may not be productive and we may not recover all or any portion of our investment. The seismic data and other technologies we use do not allow us to know conclusively prior to drilling a well that oil or gas is present or may be produced economically. The cost of drilling, completing and operating a well is often uncertain, and cost factors can adversely affect the economics of a project. Our efforts will be unprofitable if we drill dry wells or wells that are productive but do not produce enough reserves to return a profit after drilling, operating and other costs. Further, our drilling operations may be curtailed, delayed or canceled as a result of a variety of factors, including:

 

unexpected drilling conditions;

 

title problems;

 

pressure or irregularities in formations;

 

equipment failures or accidents;

adverse weather conditions;

 

compliance with environmental and other governmental requirements;requirements including the Bureau of Indian Affairs and the Bureau of Land Management; and

 

increases in the costcosts of, or shortages or delays in the availability of, drilling rigs, pressure pumping equipment and equipment.supplies, tubular materials, water resources, disposal facilities, other necessary equipment, supplies and services.

Future price declines may result in a write-down of our asset carrying values.

We followThe Company follows the successful efforts method of accounting for our oil and gas operations. Under this method, the costs of successful wells, development dry holes and productive leases are capitalized and amortized on a units-of-production basis over the life of the related reserves. Cost centers for amortization purposes are determined on a field-by-field basis. MagellanThe Company records its proportionate share in its working interest agreementsjoint venture operations in the respective classifications of assets, liabilities revenues and expenses. Unproved properties with significant acquisition costs are periodically, but at least annually, assessed for impairment in value with any required impairment charged to expense. The successful efforts method also imposes limitations on the carrying or book

value of proved oil and gas properties. Oil and gas properties (including exploration rights), along with goodwill, are reviewed for impairment annually or whenever events or circumstances indicate that the carrying amounts may not be recoverable. We estimate the future undiscounted cash flows from the affected properties to determine the recoverability of carrying amounts. In general, analyses are based on proved developed reserves, for gas, except in circumstances where it is probable that additional resources will be developed and contribute to cash flows in the case offuture. For Palm Valley, future undiscounted cash flows were based upon the quantities of gas currently committed to the current contract and estimated sales subsequent to the contract. If such new contracts are affected, the proved gas, which is based indeveloped reserves will be increased to the lesser of the current risk adjusted probable and possible reserves or the newly contracted volumes.quantities. At June 30, 2010,2011, Mereenie had no gas contracts, thus no gas reserves. The Mereenie discounted future net cash flows were negative due to the loss of the gas contract. According to the SEC definition of proved reserves, this results in zero proved oil reserves. For Palm Valley, reserves were based upon the quantities of gas committed to the contract. If such contracts are extended, the proved developed reserves will be increased to the lesser of the actual proved developed reserves and risk adjusted probable and possible reserves or the contracted quantities. A significant decline in oil and gas prices from current levels, or other factors, without other mitigating circumstances, could cause a future write down of capitalized costs and a non-cash charge against future earnings.

Oil and gas drilling and producing operations are hazardous and expose us to environmental liabilities.

Oil and gas operations are subject to many risks, including well blowouts, cratering and explosions, pipe failure, fires, formations with abnormal pressures, uncontrollable flows of oil, natural gas, brine or well fluids, and other environmental hazards and risks. Our drilling operations involve risks from high pressures and from mechanical difficulties such as stuck pipes, collapsed casings and separated cables. If any of these risks occur, we could sustain substantial losses as a result of:

 

injury or loss of life;

 

severe damage to or destruction of property, natural resources and equipment;

 

pollution or other environmental damage;

 

clean-up responsibilities;

 

regulatory investigations and penalties;

 

and suspension of operations.operations;

and compliance with, or changes in, environmental laws and regulations relating to air emissions, waste disposal and hydraulic fracturing , laws and regulations imposing conditions and restrictions on drilling and completion operations and other laws and regulations, such as tax laws and regulations.

Our liability for environmental hazards includes those created either by the previous owners of properties that we purchase or lease or by acquired companies prior to the date we acquire them. We maintain insurance

against some, but not all, of the risks described above. Our insurance may not be adequate to cover casualty losses or liabilities. Also, in the future we may not be able to obtain insurance at premium levels that justify its purchase.

Difficult conditions resulting from the ongoing U.S. and worldwide financial and credit crisis, and significant concerns over the continuing recessions in the U.S. and Australian economies,economy, may materially adversely affect our business and results of operations and we do not expect these conditions to improve in the near future.

Continual volatility and disruption, since 2008, in worldwide capital and credit markets and further deteriorating conditions in the U.S. and Australian economies could affect our revenues and earnings negatively and could have a material adverse effect on our business, results of operations and financial condition. For example, purchasers of our oil and gas production may reduce the amounts of oil and gas they purchase from us and/or delay or be unable to make timely payments to us.

Further, a number of our oil and gas properties are operated by third parties whom we depend upon for timely performance of drilling and other contractual obligations and, in some cases, for distribution to us of our proportionate share of revenues from sales of oil and gas we produce. If current economic conditions adversely impact our third party operators, we are exposed to the risk that drilling operations or revenue disbursements to us could be delayed. This “trickle down” effect could significantly harm our business, financial condition and results of operation.

We cannot control activities on properties that we do not operate and are unable to control their proper operation and profitability.

We do not operate all of the properties in which we own an ownership interest. As a result, we have limited ability to exercise influence over, and control the risks associated with, the operations of these non-operated properties. The failure of an operator of our wells to adequately perform operations, an operator’s breach of the applicable agreements or an operator’s failure to act in ways that are in our best interests could reduce our production, revenues and reserves. The success and timing of our drilling and development activities on properties operated by others therefore depend upon a number of factors outside of our control, including the operator’s:

 

nature and timing of drilling and operational activities;

 

timing and amount of capital expenditures;

 

expertise and financial resources;

 

the approval of other participants in drilling wells; and

 

selection of suitable technology.

Currency exchange rate fluctuations may negatively affect our operating results.

The exchange rates among the Australian dollar and the U.S. dollar, as well as the exchange rates between the Australian dollar and the U.K.British pound, sterling, have changed in recent periods and may fluctuate substantially in the future. We expect that a majority of our revenue will continue to be generated in the AustralianU.S. dollar in the future. SinceHowever, at June 30, 2009,2011, the U.S. dollar has slightly strengthenedweakened against the Australian dollar which has had, and may continue to have, a positive impact on our revenues generated in the Australian dollar, as well as our operating income and net income, as considered on a consolidated basis. The foreign exchange gain for the year ended June 30, 20102011 was $1.4$9.2 million and is included in accumulated other comprehensive income on the balance sheet. Any continued appreciation of the U.S. dollar against the Australian dollar is likely to have a positive impact on our revenue, operating income and net income. Because of our U.K. development program, a portion of our expenses, including exploration costs and capital and operating expenditures will continue to be denominated in U.K. pound sterling.British pounds. Accordingly, any material appreciation of the U.K.British pound sterling against the Australian dollar could have a negative impact on our business, operating results and financial condition.

Item 1B.Unresolved Staff Comments.

None

 

Item 2.Properties.

(a) MPC has interests in properties in Australia through its 100% equity interest in MPAL which holds interests in the Northern Territory, Queensland and South Australia. MPAL also has interests in the United Kingdom. In the United States, MPC has an 83.5% controlling member interest in Nautilus. Nautilus, based in Denver, Colorado, owns and operates oil development assets in Roosevelt County, Montana known as the East Poplar Unit and the Northwest Poplar Field. MPC also owns a 26.3% average working interest in these Montana fields. In Canada, MPC has a direct interest in one lease. For additional information regarding the Company’s properties, see Item 1 — Business.

(b) (1) Detailed information regarding reserves, costs of oil and gas activities, capitalized costs, discounted future net cash flows and results of operations is disclosed in note 17 — Supplementary Oil & Gas Information under Item 8 — Financial Statements and Supplementary Data.

A summary of our estimated proved, probable and possible reserves as of June 30, 2010 are set for the in the table below.

   Total  Australia  United States  All other
Foreign
Geographic
areas

Proved Reserves:

  Oil  Gas  Oil  Gas  Oil  Gas  Oil  Gas

PDP

  1,746  1.53  —    1.53  1,746  —    —    —  

PDNP

  769  —    —      769  —    —    —  

PUD

  6,963  —    —      6,963  —    —    —  
                        

Total Proved

  9,478  1.53  —    1.53  9,478  —    —    —  
                        

Probable developed

  536  —    536    —    —    —    —  

Probable undeveloped

  3,999  —    2,215    1,784  —    —    —  
                        

Total Probable

  4,535  —    2,751  —    1,784  —    —    —  
                        

Possible developed

  208  —    208    —    —    —    —  

Possible undeveloped

  3,775  —    833    2,942  —    —    —  
                        

Total Possible

  3,983  —    1,041  —    2,942  —    —    —  
                        

Total reserves

  17,996  1.53  3,792  1.53  14,204      
                        

Oil reserves stated in 1,000 Bbls; natural gas reserves stated in Mmcf.

Oil and gas production for the twelve months ended June 30, 2010 was as follows:

   Total  Australia (c)  United States  All other
               Total US   
   Oil (a)  Gas (a)  Oil  Gas  Oil (b)  Gas

2010

  139  3.486  97  3.430  42  0.056

(a)Oil reserves stated in 1,000 Bbls: natural gas reserves stated in Mmcf.
(b)Includes 6.1 Bbls attributable to a consolidated subsidiary in which there is an 16.5% non-controlling interest.

AUSTRALIAN MAP WITH MPAL PROJECTS SHOWN

AMADEUS BASIN PROJECTS MAP

The map indicates the location of the Amadeus Basin interests in the Northern Territory of Australia. The following items are identified:

Palm Valley Gas Field

Mereenie Oil & Gas Field

Dingo Gas Field

Palm Valley — Alice Springs Gas Pipeline

Palm Valley — Darwin Gas Pipeline

Mereenie Spur Gas Pipeline

Mereenie Oil Pipeline

CANADIAN PROPERTY INTERESTS MAP

The map indicates the location of the Kotaneelee Gas Field in the Yukon Territories of Canada. The map identifies the following items:

Kotaneelee Gas Field

Pointed Mountain Gas Field

Beaver River Gas Field

UNITED KINGDOM PROPERTY INTERESTS MAP

The map indicates the location of the MPAL property interests in the United Kingdom.

Production

MPC’s production volumes, net of royalties, for gas and oil during the three years ended June 30, 2010, 2009 and 2008 are as follows (data for Canada has not been included since MPC is in a carried interest position and the data is not material):

   2010  2009  2008

Australia:

      

Gas (BOE)

  481,000  863,000  945,000

Crude oil (bbl)

  97,000  153,000  211,000

United States (1):

      

Crude oil (bbl)

  42,000  —    —  

(1)Production by field was 37,000 bbls for Poplar East and 5,000 bbls for Northwest Poplar.

The average sales price per unit of production for Australia and the United States for the following fiscal years ended June 30, 2010, 2009 and 2008 are as follows:

   2010  2009  2008

Australia (1):

      

Gas (per mcf)

  A.$  5.07  A.$3.54  A.$3.39

Crude oil (per bbl)

  A.$82.19  A.$91.21  A.$102.35

United States:

      

Crude oil (bbl)

  U.S.$67.88   —     —  

The average production cost per unit of production for Australia and the United States for the following fiscal years ended June 30, 2010, 2009 and 2008 are as follows:

   2010  2009  2008

Australia (1):

      

Gas (per mcf)

  A.$  1.86  A.$.99  A.$.82

Crude oil (per bbl)

  A.$30.92  A.$26.72  A.$17.98

United States:

      

Crude oil (bbl)

  U.S.$36.43   —     —  

Productive Wells and Acreage

Productive wells and acreage at June 30, 2010

   Productive Wells      
   Oil  Gas  Developed Acreage
   Gross  Net  Gross  Net  Gross Acres  Net Acres

Australia

  16.0  5.6  13.0  5.23  73,211  32,713

United States

  37.0  33.4  —    —    22,893  18,693

Other Foreign Countries

  —    —    3.0  .08  3,350  89
                  
  53.0  39.0  16.0  5.31  99,454  51,495
                  

Undeveloped Acreage

The Company’s undeveloped acreage (except as indicated below) is set forth in the table below:

GROSS AND NET ACREAGE AS OF JUNE 30, 2010

MPAL, MPC and Nautilus have interests in the following properties (before royalties).

   MPC
   Gross Acres  Net Acres  Interest
%

Australia

      

Northern Territory

      

PL 4/PL 5 Mereenie (Amadeus Basin)

  70,049  24,517  35.00

PL 3 Palm Valley (Amadeus Basin)

  157,932  82,161  52.02

RL 2 Dingo (Amadeus Basin)

  116,139  39,878  34.34

NT/P82 Offshore

  1,566,647  1,566,647  100.00
        
  1,910,767  1,713,203  
        

Queensland:

      

ATP 613P (Maryborough Basin)

  153,387  153,387  100.00
        

United Kingdom:

      

PEDL 098/152/240 (Wessex Basin)

  25,737  5,791  22.50

PEDL 125/126/155/256 (Weald Basin)

  74,532  29,813  40.00

PEDL 135/136/137/242/246 (Weald Basin)

  155,459  155,459  100.00

PEDL 153 (Weald Basin)

  66,242  22,078  33.33

PEDL 154 (Weald Basin)

  84,834  42,417  50.00

PEDL 231/232/234/243 (Weald Basin)

  270,342  135,171  50.00
        
  677,146  390,729  

Total MPAL

  2,741,300  2,257,319  
        

United States

      

Poplar Field

  648  542  83.68
        

Canada:

      

Kotaneelee carried interest

  31,885  851  2.67
        

Total

  2,773,833  2,258,712  
        

Drilling Activity

There were no wells in process at June 30, 2010.

Productive and dry net wells drilled during the following years (data concerning Canada is insignificant):

  Total Australia United States All Other Foreign
Geographic Areas

Year
ended
June 30

 Exploration Development Exploration Development Exploration Development Exploration Development
 Productive Dry Productive Dry Productive Dry Productive Dry Productive Dry Productive Dry Productive Dry Productive Dry

2010

 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0

2009

 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0

2008

 0 0.9 0.41 0 0 0.9 0.41 0 0 0 0 0 0 0 0 0

Present Activities

See Item 1 — Cooper Basin and United Kingdom for a discussion of the present activities of MPAL and United States, for the present activities of MPC and Nautilus.

Delivery Commitments

See discussion under Item 1 concerning the Palm Valley and Mereenie fields.

Item 3.Legal Proceedings.Proceedings

None

 

Item 4.Removed and Reserved.

PART II

 

Item 5.Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Securities

(a) Principal Market

The principal market for MPC’s common stock is the NASDAQ Capital Market under the symbolMPET. The stock is also traded on the Australian Stock Exchange in the form of CHESS depository interests under the symbolMGN. The quarterly high and low prices on the most active market, NASDAQ, during the quarterly periods indicated were as follows:

 

2010

  1st Qtr.  2nd Qtr.  3rd Qtr.  4th Qtr.

High

  1.59  1.76  2.42  2.26

Low

  0.91  1.30  1.53  1.54

2009

  1st Qtr.  2nd Qtr.  3rd Qtr.  4th Qtr.

High

  1.64  1.10  0.78  1.35

Low

  1.02  0.48  0.58  0.61

2011

  1st Qtr.   2nd Qtr.   3rd Qtr.   4th Qtr. 

High

   1.97     3.03     3.45     2.58  

Low

   1.49     1.78     2.27     1.38  

2010

  1st Qtr.   2nd Qtr.   3rd Qtr.   4th Qtr. 

High

   1.59     1.76     2.42     2.26  

Low

   0.91     1.30     1.53     1.54  

(b) Approximate Number of Holders of Common Stock at September 15, 20101, 2011

 

Title of Class

  Number of Record Holders

Common stock, par value $.01 per share

  5,7615,454

(c) Frequency and Amount of Dividends

MPC has never paid a cash dividend on its common stock. The Company does not intend to pay cash dividends in the foreseeable future.

(e)Performance Graph

The graph below compares the cumulative total returns, including reinvestment of dividends, if applicable, on the Company’s Common Stockcommon stock with the returns on companies in the NASDAQ Composite Index, a broad equity market index, and Morningstar Oil and Gas E&P Industry Group Index (the Hemscott Index).Morningstar Industry Index (“Morningstar Industry Index”), an industry group index.

The chart displayed below is presented in accordance with SEC requirements. The graph assumes a $100 investment made on July 1, 20052006 and the reinvestment of all dividends. Stockholders are cautioned against drawing any conclusions from the data contained therein, as past results are not necessarily indicative of future performance.

The Hemscott Oil & Gas Index, the industry group index formally used in the MPET graph is no longer available due to Morningstar’s acquisition of Hemscott, and it has been replaced in the performance graph with Morningstar’s Oil and Gas E&P Industry index, an index deemed to be the closest fit by composition and construction.

 

   2005  2006  2007  2008  2009  2010

MAGELLAN PETROLEUM CORP.

  100.00  65.42  63.33  67.50  46.25  76.25

HEMSCOTT GROUP INDEX

  100.00  133.25  169.16  242.42  138.94  141.98

NASDAQ MARKET INDEX

  100.00  106.44  127.60  113.21  91.52  106.15

Company/Market/Peer Group

  6/30/2006   6/30/2007   6/30/2008   6/30/2009   6/30/2010   5/12/2011   6/30/2011 

Magellan Petroleum Corporation

  $100.00    $95.60    $101.89    $69.81    $115.09    $128.93    $105.66  

NASDAQ Composite Index

  $100.00    $119.88    $106.36    $85.99    $99.73    $136.44    $132.36  

Morningstar Industry Index

  $100.00    $116.77    $187.29    $101.82    $124.81    $175.35    $175.99  

Hemscott Industry Index

  $100.00    $126.95    $181.93    $104.27    $106.55    $139.05     n/a  

Recent Sales of Unregistered Securities

During the fiscal year ended June 30, 2010, other than as described below, there were no equity securities of the Company sold that were not registered under the Securities Act of 1933, as amended (the “Securities Act”).

As previously disclosed in the Company’s current reports filed on May 14, 2010, February 10, 2009, April 8, 2009, June 2, 2009 and July 14, 2009, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”), dated February 9, 2009, with Young Energy Prize S.A. (“YEP”) under which the Company agreed to sell, and YEP agreed to purchase, 8,695,652 shares (the “Shares”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”) at a purchase price of $1.15 per share, or an aggregate of $10,000,000. The Purchase Agreement was amended on April 3, 2009 and June 30, 2009. On July 9, 2009, the Company and YEP completed the issuance and sale of the Sharesshares to YEP. The Company received gross proceeds of $10 million, which was used for acquisitions as well as, general corporate and working capital purposes. On July 9, 2009, the Company also executed and delivered to YEP a Warrant Agreement entitling YEP to purchase an additional 4,347,826 shares of the Company’s Common Stock (the “Warrant Shares”) at an exercise price of $1.20 per Warrant Share, subsequently reduced to $1.15 per share on July 30, 2009. The shares sold to YEP in the private placement and the Warrant Shares wereare not registered under the Securities Act of 1933, as amended (“Securities Act”) or state securities laws, and may not be resold in the United States in the absence of an effective registration statement filed with the U.S. Securities and Exchange Commission (“SEC”)SEC or an available exemption from the applicable federal and state registration requirements. In the Purchase Agreement, YEP representedrepresents to the Company that: (a) it is an accredited investor, as such term is defined in Rule 501 of Regulation D promulgated under the Securities Act; (b) it acquiredwill acquire the Shares and the Warrant as principal for its own account for investment purposes only and not with a view to or for distributing or reselling the Sharesshares and the Warrant or any part thereof, and (c) it is knowledgeable, sophisticated, and experienced in making, and qualified to make, decisions with respect to investments in securities representing an investment decision similar to that involved in the purchase of the Sharesshares and the Warrant. The Company has relied on the exemption from the registration requirements of the Securities Act set forth in Regulation S promulgated thereunder for the purposes of the YEP transaction.

On October 14, 2009, the Company entered into a Purchase and Sale Agreement (the “Nautilus Purchase Agreement”), dated October 15, 2009, with White Bear LLC, a Montana limited liability company (“White Bear”) and YEP I, SICAV-FIS, a Luxembourg entity (“the YEP I Fund”, and collectively with White Bear, the “Sellers”) and simultaneously closed the transactions described therein. Under the Nautilus Purchase Agreement, the Company has acquired from the Sellers an 83.5% controlling ownership interest in Nautilus, Poplar, LLC, a Montana limited liability company. The Company paid gross $10.9 million for the controlling interest in Nautilus, Poplar, comprised of a cash payment totaling approximately $7.3 million and the issuance of 1.7 million new shares of Company’s common stock, par value $.01 per share (the “Common Stock”),Common Stock, valued by the parties at $2,380,000 (or $1.40 per share), with an adjustment for $1.2 million of net debt. TheAll shares of Common Stock sold to the ECP Fund, SICAV-FIS in the private placement pursuant to the Nautilus Purchase Agreement were registered in the name of the YEP I Fund. The shares sold to YEP I Fund in the private placement were not been registered under the Securities Act or state securities laws, and may not be resold in the United States in the absence of an effective registration statement filed with the SEC or an available exemption from the applicable federal and state registration requirements. In the Nautilus Purchase Agreement, YEP I Fund represents to the Company that: (a) it is an accredited investor, as such term is defined in Rule 501 of Regulation D promulgated under the Securities Act; (b) it will acquire the shares for its own account for investment purposes only and not with a view to or for distributing or reselling the shares or any part thereof, and (c) it is knowledgeable, sophisticated, and experienced in making, and qualified to make, decisions with respect to investments in securities representing an investment decision similar to that involved in the purchase of the shares. The Company repliedrelied upon the exemption from the registration requirements of the Securities Act provided by Regulation S promulgated under the Securities Act.

On August 5, 2010, the Company entered into a second securities purchase agreementanother Securities Purchase Agreement (the “Second Purchase Agreement”) with YEP, relatedunder which the Company agrees to sell, and YEP agrees that YEP and/or one or more of its affiliates (collectively, the planned sale of an additional“Investor”) will purchase 5,200,000 shares of Common Stock at a purchase price of $3.00 per share, for an aggregate purchase price of $15.6 million (such transaction referred to below as the Company’s common stock. See Note 18“Investment Transaction”). Pursuant to the Consolidated Financial Statementsterms of the Second Purchase Agreement, the Company shall use the proceeds from the Investment Transactions to facilitate the closing of the Evans Shoal Transaction. The shares to be issued to the Investor in Item 8 — Financial Statementsconnection with the Investment Transaction have not been registered under the Securities Act, and Supplementary Data.may not be offered or sold in the United States in the absence of an effective registration statement or exemption from the registration requirements of the Securities Act. In the Second

Purchase Agreement, the Investor represented to the Company that: (a) it is an accredited investor, as such term is defined in Rule 501 of Regulation D promulgated under the Securities Act; (b) it will acquire the shares for its own account for investment purposes only and not with a view to or for distributing or reselling the shares or any part thereof, and (c) it is knowledgeable, sophisticated, and experienced in making, and qualified to make, decisions with respect to investments in securities representing an investment decision similar to that involved in the purchase of the shares.

On February 11, 2011, the Company and YEP executed a First Amendment to Securities Purchase Agreement (“First Amendment”). The First Amendment provides for a final closing of the Investment Transaction on or before June 15, 2011 to the extent that: (i) the Evans Shoal Transaction does not close as contemplated by the Asset Sales Deed; and (ii) the failure to close the Evans Shoal Transaction results in the failure of the Company to recover an additional $10 million deposit made towards the purchase price set forth of the Asset Sales Deed (the “Deposit Back Stop”). On February 17, 2011, the Company and YEP executed a Second Amendment to Securities Purchase Agreement (“Second Amendment”) to clarify that the Deposit Back Stop set forth in the First Amendment and states that the funding contemplated by the First Amendment would not be withheld to the extent that the Company fails to satisfy any condition precedent set forth in the Second Purchase Agreement if such non-satisfaction is reasonably attributable to the failure to close the Evans Shoal Transaction. Since the Asset Sales Agreement has been terminated and MPAL did receive the $10 million deposit back in July 2011, the Investment Transaction has not closed. The Company and YEP are in the process of terminating the Securities Purchase Agreement as amended by the First and Second Amendments.

Please refer to Note 20 for details of all subsequent events.

Issuer Purchases of Equity Securities

The following table sets forth the number of shares that the Company has repurchased under any of its repurchase plans for the stated periods, the cost per share of such repurchases and the number of shares that may yet be repurchased under the plans:

 

Period

  Total Number of
Shares
Purchased
  Average Price
Paid
per Share
  Total Number of
Shares Purchased
as Part of Publicly
Announced Plan (1)
  Maximum
Number of
Shares that May
Yet Be Purchased
Under Plan

July 1, 2009 – June 30, 2010

  0  0  0  319,150

Period

Total Number of
Shares
Purchased
Average Price
Paid
per Share
Total Number of
Shares Purchased
as Part of Publicly
Announced  Plan (1)
Maximum
Number of
Shares that May
Yet Be Purchased
Under Plan

July 1, 2010 – June 30, 2011

—  —  —  319,150

 

(1)The Company through its stock repurchase plan may purchase up to one million shares of its common stock in the open market. Through June 30, 2010,2011, the Company had purchased 680,850 of its shares at an average price of $1.01 per share, or a total cost of approximately $686,000, all of which shares have been cancelled. No shares were purchased during 2011, 2010, 2009, or 2008.2009.

 

Item 6.Selected Financial Data.

The following table sets forth selected data (in thousands except for exchange rates and per share data) and other operating information of the Company. The selected consolidated financial data in the table, except for the exchange rate, and market value per share and book value per share, are derived from the consolidated financial statements of the Company. This data should be read in conjunction with the consolidated financial statements, related notes and other financial information included herein.

 

  Years Ended June 30, 
  2010  2009  2008  2007  2006 

Financial Data

     

Total revenues

 $28,525   $28,191   $40,895   $30,675   $26,562  
                    

Net (loss) income attributable to MPC

  (1,447  665    (8,892  447    749  
                    

Net (loss) income per share (basic and diluted) attributable to MPC

  (0.03  0.02    (0.21  0.01    0.03 
                    

Working capital

  35,658    37,161    37,780    29,004    24,820  
                    

Cash provided by operating activities

  3,220    9,239    5,496    15,936    9,875  
                    

Property and equipment (net)

  25,914    17,529    28,447    40,321    27,783  
                    

Total assets

  90,706    71,704    85,295    85,616    68,580  
                    

Long-term liabilities

  10,775    11,809    14,153    13,076    8,583  
                    

Non-controlling interests

  1,914    —      —      —      —    
                    

Equity:

     

Capital

  92,428    73,726    73,631    73,568    73,560  

Accumulated deficit

  (23,640  (22,193  (22,858  (13,966  (14,413

Accumulated other comprehensive income (loss)

  3,116    1,980    11,690    4,373    (3,028
                    

Total equity attributable to Magellan Petroleum Corporation

  71,904    53,513    62,463    63,975    56,119  
                    

Exchange rate A.$ = U.S. at end of period

  .86    .80    .96    .84    .73  
                    

Common stock outstanding shares end of period

  52,336    41,500    41,500    41,500    41,500  
                    

Book value per share

  1.37    1.29    1.51    1.54    1.35  
                    

Quoted market value per share (NASDAQ)

  1.83    1.11    1.62    1.52    1.57  
                    

Operating Data

     

Annual production (net of royalties) Gas (bcf)

  2.9    5.2    5.7    5.9    5.7  
                    

Annual production (net of royalties) Oil (bbls) (in thousands)

  139    153    210    179    155  
                    
   Years Ended June 30, 
   2011  2010  2009   2008  2007 

Financial Data

       

Total revenues

  $18,177   $28,525   $28,191    $40,895   $30,675  
  

 

 

  

 

 

  

 

 

   

 

 

  

 

 

 

Net (loss) income attributable to MPC

   (32,433  (1,447  665     (8,892  447  
  

 

 

  

 

 

  

 

 

   

 

 

  

 

 

 

Net (loss) income per share (basic and diluted) attributable to MPC

   (0.62  (0.03  0.02     (0.21  0.01  
  

 

 

  

 

 

  

 

 

   

 

 

  

 

 

 

Total assets

   71,575    90,706    71,704     85,295    85,616  
  

 

 

  

 

 

  

 

 

   

 

 

  

 

 

 

Long-term liabilities

   12,578    10,775    11,809     14,153    13,076  
  

 

 

  

 

 

  

 

 

   

 

 

  

 

 

 

Non-controlling interests

   1,989    1,914    —       —      —    
  

 

 

  

 

 

  

 

 

   

 

 

  

 

 

 

Exchange rate A.$ = U.S. at September 1

   1.07    0.89    0.84     0.86    0.82  
  

 

 

  

 

 

  

 

 

   

 

 

  

 

 

 

Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Forward Looking Statements

Our disclosure and analysis in this report contains forward-looking information that involves risks and uncertainties. Our forward-looking statements express our current expectations or forecasts of possible future results or events, including projections of future performance, statements of management’s plans and objectives, future contracts, and forecasts of trends and other matters. Forward-looking statements speak only as of the date of this filing, and we undertake no obligation to update or revise such statements to reflect new circumstances or unanticipated events as they occur. You can identify these statements by the fact that they do not relate strictly to historic or current facts and often use words such as “anticipate”, “estimate”, “expect”, “believe”, “will likely result”, “outlook”, “project” and other words and expressions of similar meaning. No assurance can be given that the results in any forward-looking statements will be achieved and actual results could be affected by one or more factors, which could cause them to differ materially. For these statements, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995.

Among these risks and uncertainties are the following: the ability of MPAL, withMagellan and Santos to complete and implement the assistanceterms of the Company,Santos asset swap/sales agreement and gas sales contract, including securing the customary approvals necessary to successfully and timely closecomplete the Evans Shoal acquisition,asset swap, the likelihood and timingfuture outcome of the receipt of proceeds fromnegotiations by Santos with its customers for gas sales contracts for the YEP private placement transaction due to conditions stipulatedremaining uncontracted reserves in the Securities Purchase Agreement,Amadeus Basin, the production volume at Mereenie and whether it will be sufficient to trigger the bonus amounts provided for in the Santos asset swap/sales agreement, the ability of the Company to successfully develop its existing assets, the ability of the Company to secure gas sales contracts for the uncontracted reserves at Dingo, the ability of the Company to implement a strategy for methanol development,successful exploration program, pricing and production levels from the properties in which Magellan and MPAL have interests, the extent of the recoverable reserves at those properties, the profitable integration of acquired businesses, including Nautilus Poplar LLC, the future outcome of the negotiations for gas sales contracts for the remaining uncontracted reserves at both the Mereenie and Palm Valley gas fields in the Amadeus Basin, including the likelihood of success of other potential suppliersthe drilling program at the Poplar Fields by the Company’s new farm-in partner, VAALCO Energy, and the results of gas to the current customers of Mereenie and Palm Valley production.ongoing production well tests in the U.K. In addition, MPAL has a large number of exploration permits and faces the risk that any wells drilled may fail to encounter hydrocarbons in commercially recoverable quantities. Any forward-looking information provided in this report should be considered with these factors in mind. Magellan assumes no obligation to update any forward-looking statements contained in this report, whether as a result of new information, future events or otherwise.

Executive Summary

Overview

MPCMagellan is engaged in the sale ofan oil and gas resulting from the exploration for and development of oil and gas reserves. Magellan’s most significant assets are its 100% equity ownership interest in MPAL and its 83.7% interest, through its ownership of Nautilus and directly, Poplar LLC in all zones surface to deep at the Poplar Dome fields, Roosevelt Co., Montana. MPAL also has signed an agreement to acquire a 40% equity interest in the Evans Shoal gas field, offshore Northern Territory, Australia. Magellan and MPAL also hold various override and working interest holdings elsewhere in the United Kingdom and in Canada.

Mission and Strategy

Magellan’s missioninvestment company, whose strategy is to provide substantial growth andcreate long-term value to stockholders by acquiring, developingthrough the acquisition and producing oil and natural gas resources using the following strategies to achieve this mission:

acquire and develop discovered, butredevelopment of “under-exploited” natural gas and oil reservesreserves.

maintain a strong balance sheet and financial flexibility.

TheAlthough Magellan has been in existence for decades, particularly in Australia, the Company began the transformation to an active international E&P development platform only in the past two years. During this time, the Company has assembled a new management team with over 100 man yearsexperience in oil and gas operations, project development, finance, and management. This team has worked to rationalize Magellan’s legacy assets, contracts, and holding structures, while positioning the Company to unlock the value of large oil-company experiencethe most promising of these assets and expanding its scope to accomplish this mission. gain access to new growth opportunities.

In 2009, Magellan added two assetsthe past year, the Company dedicated significant time and resources to its portfolio; Poplar Oil Fields in Montana with CO2 tertiary recovery potential and a contract to purchase apursuing the acquisition of Santos’ 40% interest in a contingent 6.6 Tcf gas field in the Northern Territory, Australia, the Evans Shoal Natural Gas Fieldfield. This transaction would likely have been transformational for Magellan. The development of the field using Methanol technology represented a creative solution to an otherwise long-term, stranded natural gas field. Despite spirited effort, due to factors outside of the Company’s control, Magellan and Santos agreed that the transaction would not be completed. The Company had committed A$25 million towards the acquisition of the Evans Shoal field through two deposits and was returned A$10 million on July 22, 2011.

As a result, the Company continued with a review of its assets and developed a rationalization plan. On September 14, 2011, Magellan entered into an agreement with Santos to swap its interest in offshore Darwin, Australia that may ultimately be developedthe Mereenie field for the purchase of the remaining interest in the producing Palm Valley gas field and exploration Dingo field, all three fields located in the Amadeus basin, onshore Australia. Upon completion of this transaction, which is subject to customary approvals and expected to close in the very near future, the Company will receive the new asset interests described above, a cash contribution of A$25 million, and further subsequent bonus payments contingent upon future production, with a cumulative possible value of A$17.5 million. In addition, the Company also entered into a world class Methanol project. These “under exploited” assetslong term gas supply agreement with Santos for its Palm Valley gas field, which will provide incremental revenue and cash flows to support the foundationCompany’s ongoing operations in Australia.

In parallel, the Company focused on its under-developed, multiple formation, producing oil field in Montana, the Poplar Field. Building from the acquisition of 3D seismic in 2010, and the acquisition of a set of cores and further data from a new well spud in 2010, the Company entered into a farm out agreement with VAALCO Energy for the Bakken and deep formations of the Poplar Field. VAALCO Energy committed to drill three new wells in the Poplar Field by December 2012 and paid $5 million on September 6, 2011 in consideration for a 65% working interest in these Deep Intervals. The Company will retain a 35% working interest in the Deep Intervals and will continue to hold its current interest in all formations above the Bakken formation, including the currently producing Charles and Tyler formations where all Poplar proved and probable reserves are located. This transaction will enable the Company to continue to focus on the development of the Charles formation while also testing the Bakken, Red River and other potential deep formations in the Poplar Field.

In the U.K., Magellan participated in the Markwells Wood-1 oil discovery. The well was spud, by Northern Petroleum in November 2010. A completion rig moved on site in September, 2011 to begin a series of incremental reservoir tests designed to measure oil flow response to several production strategies.

The financial results for fiscal year ending June 30, 2011 resulted in a consolidated loss of $32.4 million, or $0.62 per share. The net loss was largely the result of non-recurring charges of approximately $23.3 million, including $15.9 million relating to the Evans Shoal deposit and $7.0 million relating to the valuation allowance for deferred tax assets. In addition, the Company incurred materially higher consulting costs and expenses related to the transactions pursued during the fiscal year ending June 30, 2011. The financial results of the Company were particularly negatively impacted by the $10.3 million reduction in consolidated revenues from FY 2010 to FY 2011, which primarily resulted from the end of the gas sales contract at Mereenie and lead earnings and create opportunities for future growth through acquisitions and developmentthe reduction in gas sales volume from Palm Valley. The reduction in revenues from the Company’s Australian operations underpinned the completion of neighboring fields.the rationalization plan described above.

The successCompany has now completed a series of these strategies are shaped by emerging trends in the global energy industrykey transactions that will have long term effects onenable (a) increased control over its asset portfolio, (b) several new, concurrent development programs for the value of Magellan’s business model:

The recognition of the need for alternative fuels, especially in high growth population centers in Asia, has significant impact on the Methanol market as a fuel blending alternative. Methanol is cost effectivePoplar Field, and a clean fuel oxygenate, essential(c) provide incremental resources to the monetization of stranded gas assets in proximity to Asia’s growing demand centers.

The global commitment to reducing carbon emissions has led to increased carbon capture technology that can be deployed to capturefund existing development plans and sequestrate carbon emissions in oil reservoirs.

As the discussions of resources scarcity and social responsibility progresses, it will be essential for oil and gas companies to find innovative ways to develop new resources in an economic and environmentally conscience manner.

The team at Magellan is dedicated to understanding these trends as well as capitalizing on its extensive experience, innovative approach to problem solving, and determination to successfully grow a unique oil and gas company moving in a new direction.opportunities.

Overview of our FY 20102011 Financial Results

Magellan realized a 44%87% decrease in gas sales volume this fiscal year due to the term end of the Mereenie Sales Agreement and the volume decrease at Palm Valley which is according to the Palm Valley Contract, resulting in year endyears ended June 30, 20102011 gas sales of $13.6$1.8 million (net of royalties) or 48%10% of total revenues for the yearyears ended June 30, 20102011 and was offset by a 43%12.1% increase in the average exchange rate and a 1% increase in the average price per mcf.MCF received under the Palm Valley contract.

Magellan also saw a 36% decrease inOil sales increased by 20% this fiscal year due to oil sales volume duerelated to the sale of Cooper BasinPoplar Field assets acquired in October 2009 and March 2010 and a 9% decrease15% increase in averagethe price per barrel partially offset byin the purchase of Nautilus Poplar and the Poplar Oil FieldsUnited States resulting in $2.6years ended June 30, 2011 oil sales of $11.8 million (net of royalties) or 65% of total $9.9 million in oil sales.revenues for the years ended June 30, 2011.

For the year ended June 30, 2011, Magellan recorded a consolidated net loss of $32.4 million, or $0.62 per share, on gross revenues of $18.2 million, as compared to a net loss of $1.4$1.5 million, or $0.03 per share, on totalgross revenues of $28.5 million.million in 2010. The following items impacted our 20102011 earnings and cash flow as compared to 2009:2010:

 

Gas sales decreased tofrom $13.6 million in 2010 to $1.8 million in 2011 due to the term end of the Mereenie Sales Agreement (MSA4)

 

Cooper Basin$15.9 million relates to a write off of the initial “deposit” contributed by Magellan Petroleum Australia Limited (“MPAL”), the Company’s wholly owned subsidiary, in connection with the March 25, 2010 Asset Sale resultedSales Deed, as amended by the Deed of Variation, between MPAL and Santos Offshore Pty Ltd. (“Asset Sales Deed”) which outlined the terms of MPAL’s contemplated purchase of Santos’ 40% interest in a $1.6 million loss in oil revenues for the fiscal year.Evans Shoal natural gas field (NT/P48) (“Evans Shoal Transaction”)

 

Poplar Fields Acquisition resulted$7.0 million is attributable to a non-cash charge related to a valuation allowance recognized as a reserve against MPAL’s deferred tax balances

On August 30, 2011, the Company reported a preliminary unaudited consolidated net loss of $36.1 million, or $0.69 per share for the year ended June 30, 2011. The audited financial statements for the same period report a consolidated net loss of $32.4 million or $0.62 per share. The difference in $2.6the preliminary and audited consolidated net loss numbers results from the reversal of a $4 million in additional oil sales

Non-cash itemsimpairment to MPAL’s Goodwill included in the Statementsunaudited results. At the time of Operations included; $4.3millionthe release of the Company’s preliminary unaudited financial statements, the Company had yet to complete its annual Goodwill impairment analysis, which upon finalization resulted in warrant expense, $1.4 million in Employee stock compensation, $508,000 of Director Stock compensation, $400,000 of non-employee Stock compensationno impairment to MPAL’s Goodwill.

The net loss in the fiscal year 2010ended June 30, 2011 income was largely the result of non-recurring charges.

The new commercial arrangements recently concluded are as follows:

On September 14, 2011, Magellan Petroleum (N.T.) Pty Ltd (“Magellan NT”), a wholly owned subsidiary of MPAL, entered into a Sale Agreement (“Santos SA”) with Santos QNT Pty Ltd (“Santos QNT”) and Santos Limited (“Santos Entities”). The Santos SA provides for the term endtransfer of Magellan NT’s 35% interest in the Mereenie oil and gas field to the Santos Entities and the transfer of the Santos entities 47.977% interest in the Palm Valley gas field and the 65.6635% interest in the Dingo gas field to Magellan NT subject to the satisfaction of certain conditions.

The cash consideration payable to Magellan NT is A$25 million plus a bonus amount based on Mereenie Sales Agreement. Moving forward,future production levels.

Upon completion of the Santos SA, Magellan is lookingNT entered into a Gas Supply and Purchase Agreement (the “GSPA”) with the Santos Entities on September 14, 2011, and provides for the sale by Magellan NT to developthe Santos Entities of a total contract gas quantity of 25.65PJ over the anticipated 17 year term of the GSPA.

On September 2, 2011, the Company signed and closed a Purchase and Sale Agreement with the owners of Nautilus Technical Group LLC, (“Nautilus Technical”), and Eastern Rider LLC, (“Eastern Rider”), (collectively the “Sellers”), resulting in the Company owning 100% of Nautilus Poplar and, directly or indirectly through Nautilus, a 100% working interest in the Poplar FieldsField, aside from certain working interest owners in the Northwest Poplar fields. The Company paid the Sellers total cash consideration of $4.0 million dollars.

On September 7, 2011, the Company and after MPAL completesVAALCO Energy (USA) Inc. (“VAALCO”) signed a definitive Lease Purchase and Sale Agreement (the “VAALCO LPSA”). VAALCO also agreed to drill three wells, at its planned acquisitionsole expense as operator, to the Bakken formation and to formations below the Bakken (the “Deep Intervals”) in Poplar Field. Upon completion of three (3) new wells in the Deep Intervals of the Poplar Field, VAALCO will earn a 40%65% working interest in the Evans Shoal Gas Field to increase cash flows and provide significant growth opportunities to shareholders. MagellanDeep Intervals within the Poplar Field. One well will incur significant capital obligations for Poplar developmentbe spud on or before June 1, 2012 and the remainder ofsecond and third will be spud on or before December 31, 2012. One well will be drilled horizontally to test the Evans Shoal acquisitionBakken Formation, one well will be drilled vertically to test the Red River Formation, and development. a third will be targeted at VAALCO’s discretion.

The Company intends to raise the capital requirements through equity financingwill retain a 35% working interest in the near term,Deep Intervals and will continue to includehold its current interest in all formations above the Securities Purchase Agreement with its largest stockholder, Young Energy Prize S.A. (“YEP”), executed on August 5, 2010. The placement involvesBakken formation, including the issuancecurrently producing Charles and sale of up to 5.2 million new shares of the Company’s common stock to YEP and/or one or more of its affiliates in return for $3.00 per new share issuedTyler formations where all Poplar proved and sold. YEP’s share price for this transaction is indicative of our largest stockholder’s confidence in the pending Evans Shoal acquisition and our other projects, as the Company continues to build substantial stockholder value.probable reserves are located.

Operational Results

Australia

MPC’s Australia productionsale volumes, net of royalties, were 2.9.71 BCF of gas and 97,000 Bbls55 MBbls of Oiloil for yearthe years ended June 30, 20102011 or 56% of totala 79% decrease in gas productionsales and 63% of total57% decrease in oil productionsales for the yearyears ended June 30, 2009.2010. The decrease in gas sales is due primarily to the term end of the MSA4 agreement and the decrease in oil sales is due primarily to the sale of the Cooper Basing and Nockatunga assets

Mereenie:NaturalThere were no gas takes atsales from Mereenie were significantly reducedfor the years ended June 30, 2011. The Mereenie Producers continued to supply PWC’s gas requirements on a reasonable endeavors basis to supplement Blacktip gas sales until early February 2010. The principal Mereenie contracts and supply obligations under the various agreements expired in January and June 2009, and September 2010.

Magellan NT has entered into the Santos SA to transfer all of the Company’s interest in the third and fourth fiscal quarters. Under the provisions of the MSA4 Sales Agreement, given the low take levels, the Mereenie Producers advised PWC that pursuantfield to the terms of the Agreement, Mereenie Producer obligations to PWC under the current MSA4 Agreement ceased effective on September 5, 2010. Significant remaining gas reserves, not yet committed to market, are seenSantos Entities with effect July 1, 2011, as a viable fuel gas option in the construction of a large, new Methanol complex in Darwin using Evans Shoal feed gas.described above.

Palm Valley:The Palm Valley Darwin gas sales contract expires in the year 2012. The Palm Valley local sales contract expires in January 2012.

Magellan NT has entered into the Santos SA to receive all of the Santos Entities’ interest in the Palm Valley and Dingo fields with effect July 1, 2011, as described above. Upon completion of the agreements, The Company will own 100% of the Palm Valley and Dingo gas fields and will have 25.65PJ of gas contracted under the GSPA with the Santos Entities.

Dingo:MPAL has a 34.34% interest in the Dingo gas field which is making strong effortsheld under Retention License No. 2 in the Amadeus Basin in the Northern Territory. No market has emerged for gas volumes that have been discovered in the Dingo gas field. MPAL’s share of potential production from this permit area is subject to dedicate remaining natural gas to area buyers under “life of remaining reserves” agreement(s)a 10% statutory government royalty and overriding royalties aggregating 4.81%. The license was renewed for a further five year term and expires in February 2014

Evans Shoal (NT/P48): Magellan agreed to purchase a significant interest inMPAL entered into an already discovered, Evans Shoal natural gas field, offshore Australia. Onagreement with Santos Offshore Pty Ltd (“Santos”) on March 25, 2010 MPAL executed an agreement with Santos(“Asset Sales Deed”), to purchase Santos’ 40% interest in the Evans Shoal natural gas field (NT/P48), located (“Evans Shoal Transaction”).

On July 21, 2011, Santos and MPAL executed a Release Agreement to (1) terminate the Amended Asset Sales Deed and (2) resolve all outstanding issues relating to the Amended Asset Sales Deed. Under the Release Agreement, MPAL received back the Second Escrow Deposit, plus all interest accrued on that deposit from the date of deposit to the date of release and the parties agreed to mutually release each other from all claims arising out of the Asset Sales Deed and the Evans Shoal Transaction.

In connection with the unwinding of the Evans Shoal Transaction, the Company and Santos on September 14, 2011 executed agreements to transfer their interests in the Bonaparte Basin offshore Northern Australia. UnderAmadeus licenses with a resulting ownership interest by the agreement, Magellan paid a depositCompany of AU$15 million and is obligated to pay Santos time-staged cash consideration equal to AUS $100 million for its interest in Evans Shoal. Magellan is also required to pay additional contingent payments to Santos of AUS $50 million upon a favorable partner vote on any final investment decision to develop Evans Shoal and AUS $50 million upon first stabilized gas production from NT/P 48. Closing and completion100% of the purchase is expected to occur in December 2010.Palm Valley and Dingo gas fields.

NT09-1:NT/P82:In March, Magellan accepted an offer from theThe Commonwealth — Northern Territory Offshore Petroleum Joint Authority granted Exploration Permit for Petroleum NT/P82 to the Company (100% interest) over Area NT09-1. Area NT09-1 was offered for competitive bid under the Australian Government 2009 Release of Offshore Petroleum Exploration Areas. The exploration permit was granted on May 13, 2010 for a six year term. The committed work program under the permit during the first three years of the term involves the reprocessing of existing seismic data, the acquisition of additional 2D and 3D seismic data and the interpretation of the combined seismic database. NT/P82 lies to the south and southeast of the Evans Shoal gas field within the Bonaparte Basin.

Magellan undertook the reprocessing of 2,061 miles of existing 2D seismic data during the first year of the permit and planning has commenced to undertake the acquisition of 62 miles of 2D and 46 square miles of 3D seismic data during the second permit year. Acquisition of the seismic surveys is planned for the grantfirst quarter of an exploration2012. At years ended June 30, 2011, MPAL’s share of the work obligations committed for the NT/P82 permit for petroleum over Area NT09-1 offshore Northern Territory. The area is located 220 kilometers (137 miles) northwest of Darwin. The permit covers 6,305 square kilometers (2,434 square miles). It is seen as a good fit with Magellan’s stated gas development strategy. We believe an important structural closure exists within this license area and are anxious to initiate a technical work program to study the area’s potential. Commercially, any gas that can be found in NT09-1 will yield incremental economics for development through Evans Shoal and will offset our neighbors at Caldita to the north.was $1,798,000.

Montana

MPC’s Poplar FieldsField’s sale volumes, net of royalties, were 68 MBbls of oil production for this fiscal year was 36,553 Bbls net to Magellan at an average price of $67.88/Bbl for yearthe years ended June 30, 2011 or 62% increase in oil sales for the years ended June 30, 2010. The increase is due primarily to the year over year effect of the oil sales related to the Poplar Field assets acquired in October 2009 and March 2010 and a 15% increase in the price per barrel in the United States.

Poplar Fields:On October 15, 2009, the Company acquireda consolidated basis, MPC, through Nautilus and directly, owned an 83.5% controllingaverage 85.7% working interest in Nautilus. Nautilus, based in Denver, Colorado, owns and operates oil development assets in Roosevelt County, Montana known as the East Poplar Unit and the Northwest Poplar Field. On March 15, 2010, Magellan consolidated interests at the Poplar Fields by purchasing Hunter Energy’s 25.05% average working interestsin Montana as of June 30, 2011.

On September 2 and an additional 1.25% of Nautilus Technical Group’s working interest. Magellan, itself and throughSeptember 6, 2011, the Company completed transactions to consolidate its subsidiaries, now owns an 83.7% average working interest there.

Magellan has begun work with an intermediary to farm-out a share of our 23,000 acres Bakken position withinin the Poplar Fields.

Fields and sell 65% of its working interest in the Deep Intervals to VAALCO, respectively, as described above.

The Company has initiated a program in late summer 2011 to undertake seven recompletions along with the completion of the EPU119 drilled last fall into the Charles Formation. Magellan through Nautilus, willalso plans to drill at least two targeted developmentone shallow natural gas well in fall of 2011 to evaluate significant reservoir pressure differentials seen in the shallow gas horizon during the drilling of the EPU119 well.

A second drilling program, including up to three new infill wells (inin the Charles Formation, is planned for the fall of 2010) to test wettability development strategies2011. Drilling will be based upon the results from the recompletion program with the objective of increased production resulting in increased cash generation amid high oil price netbacks.

Given the complexity of the Poplar reservoir, the Company has completed the first steps of a reservoir engineering study for the TylerCharles Formation. Further work is being conducted to manage and Nisku oil formations. The Company will gain benefit from these wells by testing all of the producing formations on the way to the deeper Nisku formation for reservoir quality, producing capacity givenmonitor water influx, determine new high potential drilling technology,sites, and for other pertinent reservoir data.

We will also conclude Single Well Tracer tests for residual oil saturation within the Mississippian Charles formation(s). This will allow us to determine the applicabilitymerit of tertiary oil recovery strategies — including, but not limited to, carbon dioxide flooding. Furthermore, we will initiate work on a shallow natural gas development program involving a large industrial buyer wishing to restart operations in Canada.an infill program.

United Kingdom

After significant weather delaysThe Company participated in the winter of 2010 and ongoing discussions withMarkwells Wood-1 exploration well in PEDL 126, which spud in November 2010. Northern Petroleum is operator of the OperatorPEDL 126 joint venture. Markwells Wood-1 well targeted the eastward extension of the Horndean oil field which is currently producing from the Great Oolite Formation. Assessment of the well logs confirmed that the entire Great Oolite reservoir sequence in Markwells Wood-1 is oil-bearing above the Horndean field oil-water contact of 4,446 ft sub-sea level. Northern Petroleum started operations for an extended well test of the Markwells Wood oil discovery in West Sussex, with the arrival of a workover rig on September 6, 2011. The test will enable the joint venture partners to evaluate the potential and Havant wells, onshore Weald Basin, UK, these wells are expected to spud inscheme for future development of the fall of 2010. While site preparation had been completed, projected drilling costs were higher than anticipated. Active discussions and focused work by the Operator, Northern Petroleum, yielded a cost that all parties found acceptable and the wells are planned to proceed. Markwells Wood is a promising offset location to the adjacent producing Horndean oil field. While there remains reservoir risk with the project, we are optimistic that surface proceedings have been concluded to all interested parties satisfaction with the well spud to occur as soon as is practical. Although this drilling program is not core to the Company’s long-term strategy, it is important that these wells are finally drilled to the satisfaction of all parties involved.accumulation.

Magellan has a gross 240,000 acre Weald Basin position in Southern England, U.K., which is a newer, less mature shale play, where Magellan is a 50% partner with Celtique Energie. The Weald Basin shale play is unexplored and is based on the Lower Jurassic (Liassic) shale which lies in both the oil and gas window. There are currently no producing wells in the license area; however, with the recent developments in shale development technology, coupled with the Basin’s proximity to UKU.K. and NW European oil and gas markets and infrastructure, these licenses are an attractive opportunity for near term development. The Company’s goal is to establish near-term monetization and strategic drilling programs for UKU.K. shale acreage.

Critical Accounting Estimates

Oil and Gas Properties

The Company follows the successful efforts method of accounting for its oil and gas operations. Under this method, the costs of successful wells, development dry holes, productive leases, and permit and concession costs are capitalized and amortized on a units-of-production basis over the life of the related reserves. Cost centers for amortization purposes are determined on a field-by-field basis. The Company records its proportionate share in joint venture operations in the respective classifications of assets, liabilities and expenses. Unproved properties with significant acquisition costs are periodically assessed for impairment in value, with any impairment charged to expense. The successful efforts method also imposes limitations on the carrying or book value of proved oil and gas properties. Oil and gas properties are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amounts may not be recoverable. In general, analyses are based on proved developed reserves, except in circumstances where it is probable that additional resources will be developed and contribute to cash flows in the future. For Palm Valley, reservesfuture undiscounted cash flows were based upon the quantities of gas currently committed to the contract and estimated sales subsequent to the contract date.contract. If such new contracts are extended,effected, the proved developed reserves will be increased to the lesser of the actual proved developed reserves and risk adjusted probable and possible reserves or the newly contracted quantities.

Exploratory drilling costs are initially capitalized pending determination of proved reserves but are charged to expense if no proved reserves are found. Other exploration costs, including geological and geophysical expenses, leasehold expiration costs and delay rentals, are expensed as incurred. Because the Company follows

the successful efforts method of accounting, the results of operations may vary materially from quarter to quarter. An active exploration program may result in greater exploration and dry hole costs.

Historically, we have adjusted our depletion rates during the year when new reserve information is available. For the year ended June 30, 2010, we adopted the newcurrent SEC accounting and disclosure regulations for oil and gas companies effective June 30, 2010. The change in price encompassed in the new SEC rules iswas a change in accounting principle inseparable from a change in estimate for 2009 and will bewas accounted for prospectively. The price used under the newcurrent rules is a 12 month average price on the first day of the month for the 12 month reporting period. The price used in periods prior periodsto fiscal year 2010 was the price on the last day of the reporting period. There was no measurable difference in the two prices and as such there was no material dollar impact caused by the change.change, for fiscal year 2010.

Nondepletable assets

At June 30, 2011, 2010 and 2009 oil and gas properties include $8.1 million, $4.3 million and $6.6 million, respectively, of capitalized costs that are currently not being depleted.depleted pending the determination of proved reserves. Components of these costs are as follows:

 

Nondepletable capitalized costs

  2010  2009 

PEL 106 – Cooper Basin (1)

   

Balance beginning of year

  $1,552,838   $1,855,186  

Additions to capitalized costs

   —      —    

Assets sold or held for sale

   (1,552,838) 

Exchange adjustment

   —      (302,348
         

Balance end of year

  $—     $1,552,838  
         

Weald/Wessex Basin U.K. (2)

   

Balance beginning of year

  $983,548   $549,935  

Additions to capitalized costs

   608,479    485,725  

Exchange adjustment

   45,571    (52,112
         

Balance end of year

  $1,637,598   $983,548  
         

Poplar Field (2)

   

Balance beginning of year

  $—     $—    

Additions to capitalized costs

   313,710   —    

Reclassified to producing properties

   —      —    
         

Balance end of year

  $313,710  $—    
         

Exploration permits and licenses – Australia and U.K. (3)

   

Balance beginning of year

  $4,104,491   $4,425,749  

Assets sold or held for sale

   (1,518,665 

Charged to expense

   (231,798  (321,258
         

Balance end of year

  $2,354,028   $4,104,491  
         

Total

   

Balance beginning of year

  $6,640,877   $6,830,870  

Additions to capitalized costs

   922,189    485,725  

Assets sold or held for sale

   (3,071,503)  —    

Reclassified to producing properties

   —      —    

Charged to expense (3)

   (231,798  (321,258

Exchange adjustment

   45,571    (354,460
         

Balance end of year

  $4,305,336   $6,640,877  
         

Nondepletable capitalized costs

  2011  2010  2009 

United Kingdom (1)

    

Balance beginning of year

  $3,576,518   $3,154,266   $2,978,172  

Additions to capitalized costs

   1,703,285    608,479    485,725  

Charged to expense

   35,814    (231,798  (257,519

Exchange adjustment

   (55,892  45,571    (52,112
  

 

 

  

 

 

  

 

 

 

Balance end of year

  $5,259,725   $3,576,518   $3,154,266  
  

 

 

  

 

 

  

 

 

 

United States (2)

    

Balance beginning of year

  $313,710   $—     $—    

Additions to capitalized costs

   2,406,210    313,710    —    

Reclassified to producing properties

   (277,417  —      —    

Charged to expense

   (31,934  —      —    
  

 

 

  

 

 

  

 

 

 

Balance end of year

  $2,410,569   $313,710   $—    
  

 

 

  

 

 

  

 

 

 

Australia (3)

    

Balance beginning of year

  $415,108   $3,486,611   $3,852,698  

Assets sold or held for sale

   —      (3,071,503  —    

Charged to expense

   —      —      (63,739

Exchange adjustment

   —      —      (302,348
  

 

 

  

 

 

  

 

 

 

Balance end of year

  $415,108   $415,108   $3,486,611  
  

 

 

  

 

 

  

 

 

 

Total

    

Balance beginning of year

  $4,305,336   $6,640,877   $6,830,870  

Additions to capitalized costs

   4,109,495    922,189    485,725  

Assets sold or held for sale

   —      (3,071,503  —    

Reclassified to producing properties

   (277,417  —      —    

Charged to expense

   3,880    (231,798  (321,258

Exchange adjustment

   (55,892  45,571    (354,460
  

 

 

  

 

 

  

 

 

 

Balance end of year

  $8,085,402   $4,305,336   $6,640,877  
  

 

 

  

 

 

  

 

 

 

 

(1)DuringOf this amount, $1.9 million relates to the year ended June 30, 2010, Cooper Basin assets were sold. Prior costs were capitalized during the year ended June 30, 2006 and remained capitalized through the datestepped up value of the sale, becauseU.K. exploration permits and licenses, which was recorded in the related2006 acquisition of the 44.87% remaining interest of MPAL. The step up value of these licenses and permits are evaluated for impairment annually. The balance represents capitalized exploratory well had sufficient quantitycosts, initiated in 2007, pending discovery and production of reserves to justify its completion as a producing well.reserves.
(2)CapitalizedU.S. capitalized exploratory well costs initiated in 2010, pending discovery and production of reserves.
(3)The Company evaluatesAustralia exploration permits and licenses are evaluated annually or wheneverwhen events or changes in circumstances indicate that the carrying value, related to the step up to fair value for the 44.87% remaining interest of MPAL acquired in 2006, may be impaired. During the fiscal year ended June 30, 2010, Cooper Basin assets were sold. Prior costs were capitalized during the fiscal year ended June 30, 2006 and remained capitalized through the date of the sale as the related well had a sufficient quantity of reserves to justify its completion as a producing well.

Goodwill

AsThe aggregate amount of goodwill is $4,695,204 at June 30, 2011 and 2010, we have $4,695,206 of goodwill of which $674,500 is attributable to the October 15, 2009 acquisition of Nautilus. We have determined the annual impairment testing date to be October 1 for Nautilus.

$4,020,706 of our goodwill$4,020,706 is related to the fiscal 2006 acquisition of the 44.87% of MPAL that we did not own at the time. time and $674,500 is attributable to the October 15, 2009 acquisition of Nautilus.

Goodwill is not amortized andbut is tested for impairment annually or whenever events or changes in circumstances indicate that the carrying value may be impaired. We perform ourOur annual impairment testing as ofdate for MPAL related goodwill is June 30 on thisand is October 1 for Nautilus.

Goodwill is tested for impairment using a two-step process.

Step one — the fair value of each reporting unit is compared to its carrying value in order to identify potential impairment. If the fair value of a reporting unit exceeds the carrying value of its net assets, goodwill is not considered impaired and no further testing is required. If the carrying value of the net assets exceeds the fair value of a reporting unit, potential impairment is indicated and step two of the impairment test is performed in order to determine the implied fair value of the reporting unit’s goodwill and measure the potential impairment loss.

Step two — when potential impairment is indicated in step one, we compare the implied fair value of reporting unit goodwill with the carrying amount of that goodwill. Determining the implied fair value of goodwill requires a valuation of the reporting unit’s tangible and intangible assets and liabilities in a manner similar to the allocation of the purchase price in a business combination. Any excess of the value of a reporting unit over the amounts assigned to its assets and liabilities is referred to as the implied fair value of goodwill. If the carrying amount of reporting unit goodwill exceeds the implied fair value of that goodwill, an impairment loss is recognized in an amount equal to that excess. At June 30, 2011, Magellan passed step one and therefore the Company concluded step two was not necessary, as no impairment existed.

Determining the fair value of a reporting unit involves the use of significant estimates and assumptions.

We employemployed the adjusted balance sheetnet assets method to estimate the fair value of MPAL.MPAL at June 30, 2011. This method entails estimating the fair value of all of MPAL’s balance sheet items as of the valuation date. The Company has utilized the Market Approach, specifically the Similar Transaction Method (“STM”) in order to estimate the fair value of MPAL’s acreage and oil and natural gas reserves (collectively, the “MPAL Reserves”) on the balance sheet. The MPAL Reserves are reflected on the balance sheet as Oil and Gas Properties. This line includes Exploration Phase petroleum properties (i.e. exploratory acreage) and Production Phase petroleum properties (i.e. proved and probable oil and natural gas reserves). In its application of the STM, the Company reviewed publicly available transaction data for the sale of comparable resources in the U.K. and Australia in order to estimate the fair value of MPAL Reserves. If the adjusted equity value, after considering the fair values of the assets and liabilities, is greater than the carrying value of MPAL, then no impairment is indicated. AsManagement believes that this methodology is most meaningful since the highest and best use of June 30, 2010, nothese assets would be to continue to hold and exploit the assets over time. No impairment existed as the adjusted fair value exceeded the carrying value by 19%.25%, as of June 30, 2011.

The fair value of our oil and gas properties are estimated based onusing a form of the discounted cash flowsmarket approach, which consists of oura review of similar transactions that have occurred in the marketplace for proved and risk adjusted probable and possible reserves. The significant assumptions usedAccordingly, we have reviewed implied prices per thousand cubic feet equivalent associated with market-based transactions in estimatingsimilar geographic locations for each of our oil properties, and selected appropriate metrics based on a qualitative comparison between our oil properties and the fair values of the oil and gas properties are oil and gas selling prices for non-contracted volumes, oil and gas sales volumes, discount rates, and production trends. The fair value of MPAL is most susceptible to changes in selling prices of oil and gas and changes in estimated sales volume.relevant transactions.

The fair value of our nondepletablenon-depletable exploration permits and licenses is estimated separately using onebased on a review of four methods — discounted cash flows; discounted cash flows adjustedsimilar transactions that have occurred in the marketplace. Accordingly, we have reviewed implied prices per acre associated with market-based transactions in similar geographic locations for chances of success, recent farmin costs and premiums, and estimated costs of committed work programs. The majority of theour non-depletable exploration permits and licenses, are valuedand selected appropriate metrics based on a qualitative comparison between our non-depletable exploration permits and the estimated costrelevant transactions.

At October 1, 2010, we performed our annual impairment test of agreed work program commitments, which is a methodology that is not dependent on significant assumptions.the Nautilus goodwill. We employed both the income approach (discounted cash flow method) and the market value approach in estimating the fair value of Nautilus. As of October 1, 2010, no impairment existed as the indicated fair value of Nautilus, based upon our estimate, exceeded its carrying value by 48% as of October 1, 2010.

Asset Retirement Obligations

Legal obligations associated with the retirement of long-lived assets to beare recognized at their fair value at the time that the obligations are incurred. Upon initial recognition of a liability, thatthe cost is capitalized as part of the related long-lived asset (oil & gas properties) and amortized on a units-of-production basis over the life of the related reserves. Accretion expense in connection with the discounted liability is recognized over the remaining life of the related reserves.

The estimated liability is based on the future estimated cost of land reclamation, plugging the existing oil and gas wells and removing the surface facilities equipment in our operating fields. The liability is a discounted liability using a credit-adjusted risk-free rate on the date such liabilities are determined. Revisions to the liability could occur due to changes in the estimates or timing of these costs, acquisition of additional properties and as new wells arebeing drilled.

Estimates of future asset retirement obligations include significant management judgment and are based on projected future retirement costs.costs and timing. Judgments are based upon such things as field life and estimated costs. Such costs could differ significantly when they are incurred.

Income Taxes

The Company follows the liability method in accounting for income taxes. Under this method, deferred tax assets and liabilities are determined based on differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse.

The Company records a valuation allowance for deferred tax assets when management believes it is more likely than not that such assets will not be recovered. The current year increase in the valuation allowance is primarily due to a valuation allowance recorded against the Company’s Australian deferred tax assets. In evaluating the ability to recover these deferred tax assets, we considered all available positive and negative evidence, giving greater weight to the recent current loss, the absence of taxable income in the carryback period and the uncertainty regarding our ability to project financial results in future periods. Additionally, consistent with prior periods, the valuation allowance related to the Company’s U.S. and U.K. deferred tax assets increased due to the generation of U.S. net operating losses, U.S. foreign tax credits, tax benefits from U.K. exploration costs and U.K. net operating losses.

The Company evaluates uncertain tax positions, which requires significant judgments and estimates regarding the recoverability of deferred tax assets, the likelihood of the outcome of examinations of tax positions that may or may not be currently under review and potential scenarios involving settlements of such matters. Changes in these estimates could materially impact the consolidated financial statements. There are no significant uncertain tax positions for fiscal 20102011 and 2009.2010.

Business combinations

The Company applies the acquisition method of recording business combinations. Under this method, the Company recognizes and measures the fair value of identifiable assets acquired, the liabilities assumed and any non-controlling interest in the acquiree. Any goodwill or gain is identified and recorded. We engaged anengage independent valuation consultantconsultants to assist us in determining the fair values of crude oil and natural gas properties acquired, and other third-party consultants as needed to assist us in assessing the fair value of other assets and liabilities assumed. This valuation requiresSuch valuations require management to make significant estimates and assumptions, especially with respect to the oil and gas properties.

Consolidated Liquidity and Capital Resources

AtHistorically, we have funded our acquisition, exploration and development activities through cash from operations and debt facilities at Nautilus. Magellan’s corporate plan is to add long-term value and growth

through the acquisition and redevelopment of “under-exploited” natural gas and oil reserves.

The Company estimates that its capital expenditures for the fiscal year ending June 30, 2010,2012 to amount to approximately $33.6 million, arising from our operations in the U.S., Australia, and the U.K. of $29.4 million, $2.0 million and $2.2 million, respectively. The Company has complete discretion over the expenditures in the U.S. and will be able to adjust them in accordance with its funding priorities and strategy. The Company intends to fund these capital expenditures with cash on hand and cash flow from operations, including the proceeds received from transactions described in the subsequent events footnote (see Note 20).

Consolidated

The Company on a consolidated basis had approximately $33.6$20.4 million of cash and cash equivalents.equivalents at June 30, 2011 and $33.6 million at June 30, 2010. The Company considers cash equivalents to be short term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changechanges in interest rates. Cash balances were $18.0$14.0 million as of June 30, 20102011 and the remaining $15.6$6.4 million was held in time deposit accounts in several Australian banks that have terms of 90 days or less. National Australia Bank, Ltd. (“NAB”) holds 48% of the cash and cash equivalent balance.

Consolidated

When considering our liquidity and capital resources, we consider cash and cash equivalents and marketable securities together since all of these amounts are available to fund operating, exploration and development activities. The balance of cash and cash equivalents and marketable securities decreased $2.1 million during the year ended June 30, 2010 compared to a $637,000 decrease in those balances during the year ended June 30, 2009.

The factors favorably impacting our liquidity and capital resources during the year ended June 30, 20102011 included:

cash provided by operating activities of $3.2 million

proceeds of $10.0 million from the issuance of stock, net proceeds of $2.4 million from the sale of securities available for sale

proceeds of $7.3 million from the sale of the Aldinga and Nockatunga oil fields and certain exploration licenses in the Cooper Basin (see Note 9)

proceeds of approximately $465,000 from the sale of a subsidiary

debt borrowings of $570,000

 

effect of exchange rate changes on cash and cash equivalents of $2.6 million$4.2 million.

Factors contributing to a decrease in our liquidity and capital resources during the year ended June 30, 20102011 included:

 

$7.310.0 million expended to acquire an approximately 83.5% controlling interestescrow account deposit paid in Nautilus Poplar (see Note 11)February 2011, towards the Evans Shoal Purchase Price; which was refunded in full on July 22, 2011;

 

$4.14.6 million expended to acquire a 25.05% average working interest in Montana fields (see Note 11)

principal payments of $845,000 on debtfor property & equipment and exploration activities; and

 

$2.34.5 million expended for property and equipment

$13.8 million deposit made for the purchase of 40% interest in the Evans Shoal natural gas field (see Note 10)operating activities.

Cash provided by operating activities for the year ended June 30, 20102011 decreased $6.0$8.4 million from the year ended June 30, 20092010 as discussed below:

Cash from oil and gas revenues increaseddecreased approximately $1.8$12.5 million over the prior year.year due to the following:

Australian oil and gas sales volume decreased resulting from the sale of our Cooper Basin and Nockatunga assets, natural oil field declines of Mereenie and significantly reduced sales due to PWC were bolsteredthe Blacktip Field coming online leading to the end of Mereenie MSA 4 contract in February 2010. This was offset by the receipts generated from MPAL’s portion of the Power and Water Corporation (“PWC”) contract settlement, increased U.S. oil sales volumes from Nautilus Poplar. Gas sales benefited from a 43% net increase in price per mcf while oil sales were unfavorably affected by a 10% net decrease in price per barrel in Australia. In addition, accounts receivable decreased due to reduced billings at June 30, 2010 relating toand the cessation of Mereenie gas sales to PWC in mid/late February, 2010 creating a net increase in collections over the prior year. Cash from revenues also benefited from an 18%12.1% increase in the average foreign exchange rate.rate, as well as a 15% oil price increase over the prior year at Poplar Field.

Operating cash outflows increaseddecreased approximately $7.2$5.2 million over the prior year due to the following:

 

$3.52.3 million pay down ofdecrease in our accounts payable

increased production expenditures due primarily to the Nautilus ($1,400,000) pay down; and Poplar Field working interest ($158,000) acquisitions

 

$883,000 employee termination6.1 million decrease in taxes paid due to the expectation that MPAL would have a smaller tax liability.

Offset by,

$0.9 million increase in salaries and benefits due to the severance payment made to a former officer and the year over year costs associated with the U.S. acquisition of Nautilus in fiscal year 2010October 2009;

 

increased salaries of $669,000 relating$0.6 million increase in accounting and legal expense due to additional executive employees at MPC and additional employees from the acquisition of NautilusEvans Shoal Transaction;

 

increased auditing, accounting and legal services of $256,000 relating to the February 2009 securities purchase agreement with YEP and the acquisition of Nautilus

the payment of $440,000 in closing costs relating to the July 2009 closing of the YEP investment transaction,

increased travel expenses of $308,000

increased director fees of $250,000 related to the addition of three new directors

increased consulting costs of $725,000

An 18%$1.6 million increase in the average exchange rate.

Our cash position was unfavorably affected, when comparedexploration costs, primarily due to the same perioddrilling in the prior year by the decrease of exchange rate changes on cash and cash equivalents of $1.2 million resulting from a weakened Australian dollar and an approximately $460,000 foreign exchange transaction loss.United Kingdom.

The Company invested $2.8$4.6 million and $2.9$2.8 million in oil and gas exploration activities, which includes additions to property and equipment, during the fiscal years ended June 30, 20102011 and 2009,2010, respectively.

Effect of exchange rate changes

The value of the Australian dollar relative to the U.S. dollar increased 7.5%24% to $0.86$1.0591 at June 30, 20102011 compared to a value of $0.80$0.8567 at June 30, 2009.2010.

As to MPC

On March 7, 2010, MPAL loaned $4 million to MPC. On June 17, 2009, MPAL loaned $2.4 million to MPC.

On February 18, 2010, MPC extended credit of $1 million to Nautilus. As of June 30, 2010, Nautilus has borrowed $475,000.

On July 9, 2009, MPC completed, pursuant to the terms of a definitive purchase agreement and related amendments, an equity investment in MPC by MPC’s strategic investor, YEP, through the issuance to YEP of 8,695,652 shares of the Company’s common stock, $0.01 par value per share and warrants to acquire an additional 4,347,826 shares of Common Stock. The Company received gross proceeds of $10 million, which are being used for acquisitions, working capital and general corporate purposes.

At June 30, 20102011 MPC, on an unconsolidated basis, had working capital of $10.5$3.5 million. Working capital is comprised of current assets less current liabilities. On August 24, 2011, MPC borrowed $4.0 million from MPAL, this plus MPC’s current cash position and any future MPAL dividends will be adequate to meet MPC’s current obligations for the 20112012 fiscal year, other than those obligations related to the Evans Shoal agreement, discussed below.

On October 15, 2009, MPC paid $7.3 million in cash for a controlling interest in Nautilus Poplar, LLC. See Note 11 to the consolidated financial statements.

In Montana, the Company has completed a consolidation of interest in the East Poplar Unit and Northwest Poplar Fields, in Roosevelt County Montana. On March 9, 2010, the Company entered into a purchase and sale agreement with Hunter Energy LLC, under which the Company purchased Hunters 25.05% average working interest in those Montana fields, for $3.9 million. In a separate transaction the Company also purchased a 1.25% interest in the same fields for from a different owner, for $240,000. See Note 11 to the consolidated financial statements.year.

As to MPAL

At June 30, 20102011, MPAL had working capital of $25.0 million and has budgeted approximately (AUS) $7.8 million for specific exploration projects in fiscal year 2011 as compared to the (AUS) $1.8 million expended during the year ended June 30, 2010. The current composition of MPAL’s$27.0 million. Despite no SEC defined proved oil and gas reserves, are such that MPAL’s future revenues in the long-term are expected to be derived from the sale of oil and gas in Australia. MPAL’s current contract for the sale of Palm Valley gas will expire during fiscal year 2012. Mereenie contracts expired in January and2012 as does Amadeus Gas Trust revenues ($4.6 million), at June 2009. Supply obligations ceased in June 2009, however, there is a reasonable endeavor obligation to supply certain of PWC’s requirements through to September 5, 2010 under the provisions of the Mereenie sales Agreement No. 4 (MSA 4). These sales took place into mid/late February, 2010 at which point volumes from the Blacktip field, PWC’s other gas supplier, began to flow in earnest. PWC’s most recent advisory to the Mereenie Producers (Magellan and Santos) states that Mereenie gas was no longer required. Under the provisions of that same MSA4 Sales Agreement, the Mereenie Producers advised PWC that pursuant to the terms of the Agreement, Mereenie Producer obligations to PWC under the current MSA4 Agreement

ceased effective on September 5, 2010. Unless MPAL is able to sell uncontracted gas, including reasonable endeavors gas not taken by PWC or are successful in its current exploration program, its revenues will continue to be substantially reduced, which will materially affect liquidity. The price of gas under the Palm Valley and Mereenie gas contracts is adjusted quarterly to reflect changes in the Australian Consumer Price Index.30, 2011. Future oil revenues will be impacted by any volatility in the world price for crude oil. MPAL will strive to optimizealign operating expenses with any reductions in revenues.

As previously discussed, on March 25, 2010,On July 21, 2011, Santos and MPAL executed an agreement with Santos Limited (Santos)a Release Agreement to (1) terminate the Amended Assets Sale Deed and (2) resolve all outstanding issues relating to the Amended Asset Sales Deed. Under the Release Agreement, MPAL received back the additional A$10.0 million escrow deposit made towards the purchase Santos’ 40%price stipulated in the Amended Asset Sales Deed plus all interest inaccrued on that amount from the date of deposit to the date of release and the parties agreed to mutually release each other from all claims arising out of the Amended Asset Sales Deed and the Evans Shoal natural gas field (NT/P48), locatedTransaction. Pursuant to the terms of the Amended Asset Sales Deed, the initial A$15.0 million deposit made towards the purchase price set forth in the Bonaparte Basin offshore Northern Australia. Under the agreement, Magellan is obligated to pay Santos time-staged cash consideration equal to (AUS) $100 million ) for its interest in Evans Shoal on or before December 25, 2010. Magellan would also pay additional contingent payments to SantosAmended Asset Sales Deed was re-classified as non-refundable, and written off at June 30, 2011.

The process of (AUS) $50 million upon a favorable partner vote on any final investment decision to develop Evans Shoal and (AUS) $50 million upon first stabilized gas production from NT/P 48. Closing and completion of the purchase is subject to regulatory and other approvals and is expected to occur in December 2010. Based on its available cash on hand, and the expected liquidity to be generated from the Company’s Australian and U.S. operations during the remainder of 2010, the Company will need to raise additional debt or equity financing from third parties. The Company is currently working towards new equity financing options to raise sufficient funds to completeunwinding the Evans Shoal acquisition and its other requirements for capital resources over the next 12 month period, which are estimated to be approximately (AUS) $85 million. In the eventTransaction has allowed the Company is unableand Santos to make the required payment on or before December 25, 2010, under certain circumstances, the Company would forfeit its (AUS) $15 million deposit.

Aslook at their joint operations in the past, MPAL expectsNorthern Territory, Australia. This has lead to fund its exploration costs other than Evans Shoal through its cashproductive discussions towards rationalizing and cash equivalentsmore efficiently exploiting their respective interests in the Amadeus Basin, and cash flow from Australian operations. MPAL also expects that it will continuecreating new commercial opportunities. The Company has concluded their discussions with Santos at the time of this filing. Please refer to seek partners to share its exploration costs. If MPAL’s efforts to find partners are unsuccessful, it may be unable or unwilling to complete the exploration program for some of its properties.Note 20.

As to Nautilus

On February 18, 2010, MPC extended credit of $1 million to Nautilus. As of June 30, 2010, Nautilus has borrowed $475,000.

At June 30, 2010,2011, Nautilus had working capital of ($342,000). Working capital is comprised of current assets less current liabilities.

$0.3 million. At June 30, 20102011, Nautilus has debt comprising a note payable of $660,220$1.4 million issued by a bank. In January 2011, Nautilus amended its existing long term debt agreement with the bank to increase its principal amount of indebtedness to $1,710,438 from $441,220. The term of the amended long term debt agreement runs through 2014. Proceeds from the increased debt will be used to finance capital activities. The variable rate of the note is based upon the Wall Street Journal Prime Rate (the index). The index was 3.25% at June 30, 2011, resulting in an interest rate of 6.25% per annum as of June 30, 2011. Under the note payable, Nautilus is subject to both financial and non-financial covenants. The

financial covenant requires that Nautilus maintain a debt service coverage ratio, as defined, of 1.2 to 1.0, which is calculated based on Nautilus’ annual tax return. As of June 30, 2011, based upon its FY 2010 tax return, Nautilus was in compliance with the financial covenant.

The Nautilus’ demand note payable with the same bank is classified as short term borrowingsdebt, which consists of $470,000advances under a $1,000,000 business capital line, used by Nautilus, of credit of which there was $500 due on the line at June 30, 2011. This revolving line of credit secures a $25,000 credit card and a $25,000 letter of credit (LOC), both issued by a bank.

In addition to other projects, Nautilus will begin work with an intermediary to farm-out a sharethat is in favor of its 23,000 acres Bakken position within the fields. There has been strong external interest in a farm-in program. This work is now ongoing and we expect to report results within three months.Bureau of Land Management.

The Company willhas initiated a program in late summer 2011 to undertake seven recompletions along with the completion of the EPU119 drilled last fall through the Charles Formation. Magellan also plans to drill at least two targeted developmentone shallow natural gas well in fall of 2011 to evaluate significant reservoir pressure differentials seen in the shallow gas horizon during the drilling of the EPU119 well.

A second drilling program, including up to three new infill wells (duringin the Charles Formation, is planned for the fall of 2010) to test wettability development strategies for2011. Drilling will be based upon the Tyler and Niskuresults from the recompletion program with the objective of increased production resulting in increased cash generation amid high oil formations. We will also gain benefit from these wells by testing all of the producing formations on the way to the deeper Nisku formation for reservoir quality, producing capacity given new drilling technology, and for other pertinent reservoir properties.price netbacks.

Funding for these projects will primarily come from bank financing.

Off Balance Sheet Arrangements

None

Contractual Obligations

The following is a summary of our consolidated contractual obligations at June 30, 2010,2011, in thousands:

 

 PAYMENTS DUE BY PERIOD
 TOTAL LESS THAN
1 YEAR
 1-3 YEARS 3-5 YEARS MORE THAN
5 YEARS
  TOTAL   LESS THAN
1 YEAR
   1-3 YEARS   3-5 YEARS   MORE THAN
5 YEARS
 

Operating lease obligations

 $1,236 $437 $494 $143 $162  $1,387    $514    $581    $193    $99  

Purchase obligations (1)

  5,856  4,016  1,840  —    —     4,516     3,056     1,460     —       —    

Asset retirement obligations-undiscounted (2)

  19,739  —    1,529  289  17,921

Time staged and contingent payments (3)

  77,350  77,350  —    —    —  

Credit facilities including interest (4)

  1,231  987  244  —    —  

Asset retirement obligations-undiscounted

   31,934     —       288     —       31,646  

Note payable including interest (2)

   1,541     622     919     —       —    
            

 

   

 

   

 

   

 

   

 

 

Total

 $105,412 $82,790 $4,107 $432 $18,083  $39,378    $4,192    $3,248    $193    $31,745  
            

 

   

 

   

 

   

 

   

 

 

 

(1)Represents firm commitments for exploration and capital expenditures.expenditures related to MPAL. Firm Commitments decreased $2.7 million offset by a $1.4 million increase caused by a 24% increase in exchange rates over June 30, 2010. The decrease was due to the delay of portions of the U.K. work program. Although the Company is committed to these expenditures, some may be farmed out to third parties. ExplorationAdditional contingent expenditures of $22,280,000$30,463,000 which are not legally binding have been excluded from the table above and based on exploration decisions would be due as follows: $0 (less than 1 year), $0$3,621,000 (1-3 years), $21,850,000$26,842,000 (3-5 years), $430,000and $0 (greater than 5 years). This figure is approximately a net $1Contingent expenditures increased $2.7 million decrease over prior quarters reporting.years reporting excluding the exchange rate effect.
(2)During the years ended June 30, 2009 and 2010, the Company decreased total asset retirement obligations by $626,000 and $2,232,000 respectively, due to changes in cost estimates and expected restoration dates (see Note 4 to the consolidated financial statements).
(3)Relates to the Evans Shoal agreement. As the Company progresses through the different stages of this agreement, two additional contingent payments will be due of $45,500,000 in December of 2012 and 2015 (see Note 10 to the consolidated financial statements).
(4)Includes interest at a 6.5%6.25% rate based on the rate at June 30, 2010.2011.

Results of Operations

2011 vs. 2010

REVENUES AND INVESTMENT INCOME

Changes in revenues and investment income are as follows:

   TWELVE MONTHS ENDED
June 30,
        
   2011   2010   $ Variance  % Variance 

Oil sales

  $11,815,231    $9,886,592    $1,928,639   $20

Gas sales

   1,796,405     13,615,755     (11,819,350  (87%) 

Other production related revenues

   4,565,241     5,022,210     (456,969  (9%) 

Investment and other income

   922,774     3,012,831     (2,090,057  (69%) 

Significant changes are discussed below.

OIL SALES INCREASED — In the U.S., oil sales increased $2,789,000 due to the year over year effect of the sales related to the Poplar Field assets acquired in October 2009 and March 2010 and a 15% increase in the price per barrel in the United States. In Australia, sales decreased due to the sale of the Cooper Basin and Nockatunga Assets ($2,305,000) in fiscal 2010, increased sales in the prior year resulting from de-oiling the Mereenie pipeline, offset by the 12.1% increase in the average exchange rate discussed below and a 17% increase in the price per barrel at Mereenie.

Oil unit sales (after deducting royalties) in barrels (bbls) and the average price per barrel sold during the periods indicated were as follows:

   TWELVE MONTHS ENDED JUNE 30,        
   2011 SALES   2010 SALES        
   BBLS   AVERAGE PRICE
A.$ PER BBL
   BBLS   AVERAGE PRICE
A.$ PER BBL
   % Variance
BBLS
  % Variance
A.$ PER BBL
 

Australia:

           

Mereenie field

   55,043     99.67     68,344     85.50     (19%)   17

Cooper Basin

   —       —       1,086     83.62     *    *  

Nockatunga project (1)

   —       —       27,962     73.92     *    *  
  

 

 

     

 

 

      

Total

   55,043       97,392       *    *  
  

 

 

     

 

 

      
   BBLS   AVERAGE PRICE
U.S.$ PER BBL
   BBLS   AVERAGE PRICE
U.S.$ PER BBL
   % Variance
BBLS
  % Variance
U.S.$ PER BBL
 

United States:

           

Poplar Field

   67,859    $77.96     42,017    $67.88     62  15
  

 

 

     

 

 

      

*Not meaningful
(1)Nockatunga average price per bbl is net of crude oil transportation costs which are deducted from the gross sales price.

Recent Accounting PronouncementsAmounts presented above for oil prices and below for gas prices in Australia are in Australian dollars to show a more meaningful trend of underlying operations. For the fiscal years ended June 30, 2011 and 2010, the average foreign exchange rates ($AUD to $USD) were .9893 and .8826 respectively.

On December 31, 2008,

GAS SALES DECREASED primarily due to the Securitiesend of Mereenie MSA4 contract in February 2010 ($14,200,000) and Exchange Commission (“SEC”) published the final rules and interpretations updating its oil and gas reporting requirements. Many ofvolume decrease at Palm Valley which is according to the revisions are updates to definitionsPalm Valley Contract, offset by the 12.1% increase in the existing oilaverage exchange rate discussed below and the 1% increase in the average price per MCF received under the Palm Valley contract.

   TWELVE MONTHS ENDED June 30,        
   2011 SALES   2010 SALES        
   BCF   AVERAGE PRICE
A.$ PER MCF
   BCF   AVERAGE PRICE
A.$ PER MCF
   % Variance
BCF
  % Variance
A.$ PER MCF
 

Australia: Palm Valley

   0.712     2.28     1.166     2.25     (39%)   1

Australia: Mereenie

   —       —       2.264     6.53     *    *  
  

 

 

     

 

 

      

Total

   0.712     2.28     3.430     5.07     (79%)   (55%) 
  

 

 

     

 

 

      

*Not meaningful

OTHER PRODUCTION RELATED REVENUES are primarily MPAL’s share of gas rules to make them consistent withpipeline tariff revenues which decreased as a result of an increase in Amadeus Gas Trust revenues on Blacktip Gas, MPAL’s portion of a PWC contract settlement, offset by the petroleum resource management system, which is12.1% increase in the average exchange rate. This revenue stream ended as of June 30, 2011.

INVESTMENT AND OTHER INCOME DECREASED primarily as a widely accepted standard forresult of a $2,065,000 realized gain on the managementsale of petroleum resources that was developed by several industry organizations. Key revisions include changes toavailable-for-sale securities in the pricing used to estimate reserves, the ability to include nontraditional resources in reserves, the use of new technology for determining reserves, and permitting disclosure of probable and possible reserves. The SEC will require companies to comply with the amended disclosure requirements for annual reports for fiscal years ending on or after December 15, 2009. The SEC’s new rules are effective for the Company for the fiscal yeartwelve months ended June 30, 2010.

COSTS AND EXPENSES

Changes in costs and expenses were as follows:

   TWELVE MONTHS ENDED
June 30,
       
   2011  2010  $ Variance  % Variance 

Production costs

  $9,247,199   $10,116,320   $(869,121  (9%) 

Exploration and dry hole costs

   2,853,832    1,273,268    1,580,564    124

Salaries and employee benefits

   5,079,503    4,816,350    263,153    5

Depletion, depreciation and amortization

   2,326,817    4,680,240    (2,353,423  (50%) 

Auditing, accounting and legal services

   2,595,465    1,947,901    647,564    33

Loss on Evans Shoal Deposit

   15,892,650    —      15,892,650    *  

(Gain) loss on sale of assets

   (968,644  (6,817,304  5,848,660    (86%) 

Impairment loss

   173,401    2,049,616    (1,876,215  (92%) 

Other administrative expenses

   7,285,549    6,030,583    1,254,966    21

Warrant Expense

   —      (4,276,471  4,276,471    (100%) 

Income tax provision

   5,141,187    2,645,763    2,495,424    94

*Not meaningful

Significant changes are discussed below.

PRODUCTION COSTS DECREASED due to the result of cost reductions efforts (Mereenie & Palm Valley) ($2,840,000) including a new transportation contract at Mereenie, the elimination of prior year pipeline repair costs at Mereenie, and the elimination of production costs related to the Cooper Basin Assets sold in fiscal year 2010 offset by the year over year effect of production costs associated with the U.S. assets acquired in October 2009 and March 2010 ($1,446,000) and the 12.1% increase in the average foreign exchange rate discussed below.

EXPLORATION AND DRY HOLE COSTS INCREASED at MPAL by $1,105,000, which was primarily due to drilling costs in the U.K. and 12.1% increase in the average foreign exchange rate discussed below. In January 2010, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (ASU) 2010-03,Extractive Activities OilU.S., the $476,000 increase is associated with the U.S. assets acquired in October 2009 and Gas (Topic 932) — OilMarch 2010.

SALARIES AND EMPLOYEE BENEFITS INCREASED due to current year severance payments in the U.S. to a former officer ($567,000) plus additional headcount, the year over year costs associated with the U.S. acquisition in October 2009 ($194,000), non-cash employee stock based compensation ($212,000) and Gas Reserve Estimation and Disclosures, andthe 12.1% increase in April 2010 issued ASU 2010-14,Accounting for extractive activities — Oil and Gas —Amendments to paragraph 932-10-599-1,to align the average foreign exchange rate discussed below, offset by payment of employee termination costs in Australia in the prior year.

DEPLETION, DEPRECIATION AND AMORTIZATION DECREASED primarily because MPAL’s Australia oil and gas reserve estimation and disclosure requirementsassets were fully depleted as of FASB ASC Topic 932,Extractive Activities — Oil and Gas,September 30, 2010, resulting in reduced depletion for MPAL activity in the current year, offset by the costs associated with the requirementsU.S. assets acquired in October 2009 and March 2010 not present in the SEC’s new oil and gas reporting requirements. The ASU is effective forfirst three months of the Company for the fiscal yeartwelve months ended June 30, 2010, and the 12.1% increase in the average foreign exchange rate discussed below.

AUDITING, ACCOUNTING AND LEGAL COSTS INCREASED primarily due to costs associated with the Evans Shoal transaction.

LOSS ON EVANS SHOAL DEPOSIT relates to the non-refundable deposit paid by MPAL to Santos as part of the Evans Shoal Transaction (See Note 12).

GAIN ON SALE OF ASSETS is mostly due to the sale of non-core assets that occurred primarily in the prior fiscal year. For more information on these sales please refer to Note 10 of our Form 10-K, Sale of Cooper Basin Assets footnote for the period ended June 30, 2010.

IMPAIRMENT LOSS relates to MPAL’s loss on Udacha assets in the prior fiscal year and two remaining permits of the asset sale in the current year (See Notes 1 and 4).

OTHER ADMINISTRATIVE EXPENSES INCREASED primarily due to increased consulting fees at MPAL related to the Evans Shoal transaction, and 12.1% increase in the average foreign exchange rate discussed below.

WARRANT EXPENSE in the prior year relates entirely to the recording of the fair market value of certain warrants as discussed in our Form 10-K for the period ended June 30, 2010. The terms of the warrants were revised in March 2010 such that they are no longer carried at fair value.

INCOME TAX PROVISION INCREASED primarily due to net operating losses incurred in the current tax year that do not generate a corresponding tax benefit and the additional $7.0 million valuation allowance recorded against our Australian deferred tax assets. Deferred tax assets are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, and for operating losses and tax credit carryforwards. A valuation allowance reduces deferred tax assets to estimated realizable value, which assumes that it is more likely than not that we will be able to generate sufficient future taxable income in certain tax jurisdictions to realize the net carrying value. We review our deferred tax assets and valuation allowance on a quarterly basis. As part of our review, we consider positive and negative evidence, including cumulative results in recent years. As a result of our review for the quarter ended June 30, 2011, we provided for a full valuation allowance against our Australian deferred tax assets, in addition to our $7.0 million valuation allowance previously recorded against our U.S. deferred tax assets. This resulted in a material income tax charge.

We anticipate we will continue to record a valuation allowance against the losses of these jurisdictions until such time as we are able to determine it is “more-likely-than-not” the deferred tax asset will be realized. Such

Resultsposition is dependent on whether there will be sufficient future taxable income to realize such deferred tax assets. (see Note 7)

EXCHANGE EFFECT — the value of Operationsthe Australian dollar relative to the U.S. dollar increased to 1.0591 at June 30, 2011 compared to a value of .8567 at June 30, 2010. This resulted in an $9,307,710 debit to the foreign currency translation adjustments account for the twelve months ended June 30, 2011. The average exchange rate used to translate MPAL’s operations in Australia was .9893 for the the twelve months ended June 30, 2011, which was an 12.1% increase compared to the .8826 rate for the the twelve months ended June 30, 2010.

2010 vs. 2009

REVENUES AND INVESTMENT INCOME

Changes in revenues and investment income are as follows:

 

  Twelve Months ended
June 30,
      TWELVE MONTHS ENDED
June 30,
       
  2010  2009  $ Variance % Variance   2010   2009   $ Variance % Variance 

Oil sales

  $9,886,592  $11,479,660  $(1,593,068 (14%)   $9,886,592    $11,479,660    $(1,593,068 $(14%) 

Gas sales

   13,615,755   14,740,296   (1,124,541 (8%)    13,615,755     14,740,296     (1,124,541  (8%) 

Other production related revenues

   5,022,210   1,970,621   3,051,589   155   5,022,210     1,970,621     3,051,589    155

Investment and other income

   3,012,831   1,583,065   1,429,766   90   3,012,831     1,583,065     1,429,766    90

Significant changes are discussed below.

OIL SALES DECREASED in Australia due to a 36% decrease in volume due to the sale of the Cooper Basin assets and a 10% decrease in average price per barrel partially offset by the U.S. purchase of a controlling member interest in Nautilus Poplar, LLC and an 18% increase in the average exchange rate discussed below. Oil unit sales (after deducting royalties) in barrels (bbls) and the average price per barrel sold during the periods indicated were as follows:

 

 TWELVE MONTHS ENDED JUNE 30,   TWELVE MONTHS ENDED June 30,       
 2010 SALES 2009 SALES   2010 SALES   2009 SALES       
 BBLS AVERAGE PRICE
A.$ PER BBL
 BBLS AVERAGE PRICE
A.$ PER BBL
 % Variance
BBLS
 % Variance
A.$ PER BBL
   BBLS   AVERAGE PRICE
$ PER BBL
   BBLS   AVERAGE PRICE
$ PER BBL
   % Variance
BBLS
 % Variance
$ PER BBL
 

Australia:

      

Australia (AUD):

           

Mereenie field

 68,344 85.50 90,267 94.20 (24%)  (9%)    68,344    $85.50     90,267    $94.20     (24%)   (9%) 

Cooper Basin

 1,086 83.62 2,362 101.42 (54%)  (18%)    1,086     83.62     2,362     101.42     (54%)   (18%) 

Nockatunga project (1)

 27,962 73.92 60,668 86.30 (54%)  (14%)    27,962     73.92     60,668     86.30     (54%)   (14%) 
          

 

     

 

      

Total

 97,392  153,297  (36%)  (10%)    97,392       153,297       (36%)   (10%) 
          

 

     

 

      
 BBLS AVERAGE PRICE
U.S.$ PER BBL
 BBLS AVERAGE PRICE
U.S.$ PER BBL
 % Variance
BBLS
 % Variance
U.S.$ PER BBL
   BBLS   AVERAGE PRICE
$ PER BBL
   BBLS   AVERAGE PRICE
$ PER BBL
   % Variance
BBLS
 % Variance
$ PER BBL
 

United States:

                 

Poplar Fields (1)

 42,017 67.88 —   —   100 100

Poplar Field (1)

   42,017     67.88     —       —       100  100
          

 

     

 

      

 

(1)Nockatunga and Poplar average price per bbl is net of crude oil transportation costs which are deducted from the gross sales price.

Amounts presented above for oil prices and below for gas prices in Australia are in Australian dollars to show a more meaningful trend of underlying operations. For the fiscal years ended June 30, 2010 and 2009, the average foreign exchange rates were .8826 and .7471 respectively.

GAS SALES DECREASED due to a 44%34% decrease in volume resulting from natural field decline and significantly reduced sales to PWC. PWC’s most recent advisory to the MereenieMeerenie Producers (Magellan and Santos) states that MereenieMeerenie gas is no longer required, other than the reasonable endeavors obligation under the MSA No. 4 agreement to supply certain of PWC’s requirements on request through September 5, 2010. For further information, see “Gas Supply Contracts” in Item 1-Business1 — Business and Item 7-Executive7 — Management’s Discussion and Analysis — Executive Summary, the decrease

is partially offset by the 18% increase in the average exchange rate discussed below and by a 43% increase in the average price per mcf. The volumes in billion cubic feet (bcf) (after deducting royalties) and the average price of gas per thousand cubic feet (mcf) sold during the periods indicated were as follows:

 

  TWELVE MONTHS ENDED JUNE 30,     TWELVE MONTHS ENDED June 30,       
  2010 SALES  2009 SALES     2010 SALES   2009 SALES       
  BCF  AVERAGE PRICE
A.$ PER MCF
  BCF  AVERAGE PRICE
A.$ PER MCF
  % Variance
BCF
 % Variance
A.$ PER MCF
   BCF   AVERAGE PRICE
AUD $ PER MCF
   BCF   AVERAGE PRICE
AUD $ PER MCF
   % Variance
BCF
 % Variance
AUD $ PER MCF
 

Australia: Palm Valley

  1.166  2.25  1.165  2.25  (17%)  0   1.166     2.25     1.165     2.25     —    —  

Australia: Mereenie

  2.264  6.53  3.996  3.93  (51%)  66   2.264     6.53     3.996     3.93     (43%)   66
               

 

     

 

      

Total

  3.430  5.07  5.161  3.54  (44%)  43   3.430     5.07     5.161     3.54     (34%)   43
               

 

     

 

      

OTHER PRODUCTION RELATED REVENUES are primarily MPAL’s share of gas pipeline tariff revenues which increased as a result of an increase in Amadeus Gas Trust revenues on Blacktip Gas,Gas. MPAL’s portion of a PWC contract settlement, and the 18% increase in the average exchange rate.

INVESTMENT AND OTHER INCOME increased primarily due to the MEOan investment gain.

COSTS AND EXPENSES

Changes in costs and expenses were as follows:

 

  Twelve Months Ended
June 30,
     TWELVE MONTHS ENDED
June 30,
       
  2010 2009  $ Variance % Variance         2010             2009         $ Variance % Variance 

Production costs

  10,116,320   8,153,263  1,963,057   24   10,116,320    8,153,263     1,963,057    24

Exploration and dry hole costs

  1,273,268   3,475,937  (2,202,669 (63%)    1,273,268    3,475,937     (2,202,669  (63%) 

Salaries and employee benefits

  4,816,350   1,708,997  3,107,353   182   4,816,350    1,708,997     3,107,353    182

Depletion, depreciation and amortization

  4,680,240   6,785,952  (2,105,712 (31%)    4,680,240    6,785,952     (2,105,712  (31%) 

Auditing, accounting and legal services

  1,947,901   1,576,509  371,392   24   1,947,901    1,576,509     371,392    24

Accretion expense

  748,209   531,405  216,804   41   748,209    531,405     216,804    41

(Gain) Loss on sale of assets

  (6,817,304 12,072  (6,829,376 (56,572%)    (6,817,304  12,072     (6,829,376  (56,572%) 

Impairment loss

  2,049,616   63,740  1,985,876   3,116%   2,049,616    63,740     1,985,876    3,116

Other administrative expenses

  6,707,184   3,969,658  2,737,526   69   6,030,583    3,018,200     3,012,383    100

Foreign transaction (gain) loss

   676,601    951,458     (274,857  (29%) 

Warrant Expense

  4,276,471   —    4,276,471   *     4,276,471    —       4,276,471    *  

Income tax provision

  2,645,763   2,198,422  447,341   20   2,645,763    2,198,422     447,341    20

 

*Not meaningful

Significant changes are discussed below.

PRODUCTION COSTS INCREASED due primarily to the acquisition of a controlling member interest in the Poplar Fields ($1,500,000)1,446,000) along with the 18% increase in the average exchange rate described below partially offset by the sale of the Cooper Basin assets (see Note 9 to the Consolidated Financial Statements)10).

EXPLORATION AND DRY HOLE COSTS DECREASED primarily due to prior year’s cost of ($300,000) related to the write down of the value of U.K. exploration licenses, seismic survey costs related to the Nockatunga fields ($1.6 million), and the sale of Cooper Basin assets (see Note 9 to the consolidated financial statements)10). These costs are partially offset by the 18% increase in the average exchange rate described below.

SALARIES AND EMPLOYEE BENEFITS INCREASED mostly due to the payment of employee termination costs ($883,000) at MPAL, non cash expense related to awarded of employee stock options ($1,400,000), the addition of new personnel at MPC ($338,000), the Nautilus acquisition ($331,000) and the 18% increase in the average exchange rate.

DEPLETION, DEPRECIATION AND AMORTIZATION DECREASED due to lower depletable costs related to the Cooper Basin assets sales (see Note 9 to the consolidated financial statements)10), partially offset by the 18% increase in the average exchange rate described below and the acquisition of Nautilus ($448,000).

AUDITING, ACCOUNTING AND LEGAL SERVICES INCREASED due mostly to legal and accounting costs associated with the Nautilus acquisition, consulting fees related to the Evans Shoal transaction, and the 18% increase in the average exchange rate discussed below.

ACCRETION EXPENSE INCREASED due mostly to the controlling member interest in the Poplar Fields ($70,000) along with the 18% increase in the average exchange rate.

(GAIN) LOSS ON THE SALE OF ASSETS INCREASED due to the 2010 gain recorded on the sale of MPAL’S Cooper Basin assets ($6.8 million) (see Note 9 to the Consolidated Financial Statements)10).

IMPAIRMENT LOSS INCREASED due mostly to the impairment loss recorded on MPAL’s Udacha, Dingo and some UK assets (see Note 2 to the Consolidated Financial Statements)4).

OTHER ADMINISTRATIVE EXPENSES INCREASED due to the foreign exchange rate loss on U.S. dollar cash held by MPAL ($168,000), costs relating to the July 2009 closing of the YEP equity-investment ($440,000), increased travel costs ($308,000), increased directors’ fees including the addition of three new directors ($250,000), Board of Director stock options ($103,000), Board of Directors Restricted Stock ($405,000), increased consulting costs ($725,000), closing costs for the Nautilus acquisition ($138,000) and the 18% increase in the average exchange rate described below.

FOREIGN TRANSACTION (GAIN) LOSS account represents transaction gains and losses that result from the translation of cash accounts held in foreign currencies.

WARRANT EXPENSE INCREASED (non-cash) due entirely to the increase in the fair value of the YEP warrants, which was driven by increases in the Company’s stock price. These warrants did not exist in 2009.

INCOME TAX PROVISION INCREASED due to the taxability in the U.S. of intercompany dividends which were not completely offset by available net operating loss carry forwards and nondeductible warrant and stock related compensation, offset by a decrease in Australian taxes due to the non-taxability of certain capital receipts (see Note 6 to the Consolidated Financial Statements)7). The effective tax rate of 223% results from the fact that MPC book losses do not generate a corresponding tax benefit because the taxable intercompany dividends and the nondeductible warrant and stock related compensation exceed book losses and thus create taxable income.

EXCHANGE EFFECT

The — the value of the Australian dollar relative to the U.S. dollar increased to $.8567 at June 30, 2010 compared to $.8048 at June 30, 2009. This resulted in a $1,358,464 credit to accumulated translation adjustments for fiscal 2010. The annual average exchange rate used to translate MPAL’s operations in Australia for fiscal 2010 was $.8826, which is an 18% increase compared to the $.7471 rate for fiscal 2009.

2009 vs. 2008

REVENUES AND INVESTMENT INCOME

Changes in revenues are as follows:

   Twelve Months ended
June 30,
       
   2009  2008  $ Variance  % Variance 

Oil sales

  $11,479,660  $19,786,175  $(8,306,515 (42%) 

Gas sales

   14,740,296   18,523,095   (3,782,799 (20%) 

Other production related revenues

   1,970,621   2,585,540   (614,919 (24%) 

Investment and other income

   1,583,065   2,122,642   (539,577 (25%) 

Significant changes are discussed below.

OIL SALES DECREASED due to a 27% decrease in production, an 11% decrease in average price per barrel and the 17% decrease in the average exchange rate discussed below. Oil unit sales (after deducting royalties) in barrels (bbls) and the average price per barrel sold during the periods indicated were as follows:

   TWELVE MONTHS ENDED JUNE 30,       
   2009 SALES  2008 SALES       
   BBLS  AVERAGE PRICE
A.$ PER BBL
  BBLS  AVERAGE PRICE
A.$ PER BBL
  % Variance
BBLS
  % Variance
A.$ PER BBL
 

Australia:

           

Mereenie field

  90,267  94.20  95,429  113.33  (5%)  (17%) 

Cooper Basin

  2,362  101.42  6,826  114.28  (65%)  (11%) 

Nockatunga project (1)

  60,668  86.30  108,311  91.82  (44%)  (6%) 
             

Total

  153,297  91.21  210,566  102.35  (27%)  (11%) 
             

(1)Nockatunga average price per bbl is net of crude oil transportation costs which are deducted from the gross sales price.

Amounts presented above for oil prices and below for gas prices are in Australian dollars to show a more meaningful trend of underlying operations. For the fiscal years ended June 30, 2009 and 2008, the average foreign exchange rates were .7471 and .8965 respectively.

GAS SALES DECREASED due to a 10% decrease in volume resulting from natural field decline and the 17% decrease in the average exchange rate discussed below partially offset by a 4% increase in the average price per mcf. The volumes in billion cubic feet (bcf) (after deducting royalties) and the average price of gas per thousand cubic feet (mcf) sold during the periods indicated were as follows:

   TWELVE MONTHS ENDED JUNE 30,       
   2009 SALES  2008 SALES       
   BCF  AVERAGE PRICE
A.$ PER MCF
  BCF  AVERAGE PRICE
A.$ PER MCF
  % Variance
BCF
  % Variance
A.$ PER MCF
 

Australia: Palm Valley

  1.165  2.25  1.319  2.22  (12%)  1

Australia: Mereenie

  3.996  3.93  4.388  3.77  (9%)  4
             

Total

  5.161  3.54  5.707  3.39  (10%)  4
             

Mereenie contracts expired in January and June 2009. Supply obligations ceased in June 2009, however, they were ultimately extended to September 5, 2010. For further information, see “Gas Supply Contracts” in Item 1-Business and Item 7-Executive Summary above.

OTHER PRODUCTION RELATED REVENUES are primarily MPAL’s share of gas pipeline tariff revenues which decreased as a result of a decrease in volumes of gas sold at Mereenie and the 17% Australian foreign exchange rate decrease discussed below.

INTEREST INCOME DECREASED due to a decrease in market interest rates and the 17% decrease in the average exchange rate discussed below.

COSTS AND EXPENSES

Changes in costs and expenses are as follows:

   Twelve Months Ended
June 30,
       
   2009  2008  $ Variance  % Variance 

Production cost

  8,153,263  8,865,663   (712,400 (8%) 

Exploration and dry hole costs

  3,475,937  3,318,810   157,127   5

Salaries and employee benefits

  1,708,997  1,605,341   103,656   6

Depletion, depreciation and amortization

  6,785,952  18,021,236   (11,235,284 (62%) 

Auditing, accounting and legal services

  1,576,509  1,102,115   474,394   43

Accretion expense

  531,405  716,130   (184,725 (26%) 

Shareholder communications

  633,112  392,880   240,232   61

Loss (gain) on sale of field equipment

  12,072  (35,235 47,307   (134%) 

Impairment loss

  63,740  —     63,740   —    

Other administrative expenses

  3,969,658  3,591,856   377,802   11

Income tax provision

  2,198,422  14,330,301   (12,131,879 (85%) 

Significant changes are discussed below.

PRODUCTION COSTS DECREASED due to the 17% decrease in the average exchange rate described below offset by increased labor and rental costs in the Nockatunga project ($438,000).

EXPLORATION AND DRY HOLE COSTS INCREASED due to seismic survey costs related to the Nockatunga fields ($1.4 million) and the write off of certain U.K. permits in 2009 ($296,000) offset by Cooper Basin drilling costs incurred in 2008 but not in 2009 ($1.3 million) and the 17% decrease in the average exchange rate described below.

DEPLETION, DEPRECIATION AND AMORTIZATION DECREASED due to lower depletable costs and the 17% decrease in the average exchange rate described below. Lower depletable costs result from recent depletion charges in excess of recent capital spending.

AUDITING, ACCOUNTING AND LEGAL SERVICES INCREASED due mostly to legal fees related to the YEP investment transaction in July 2009 and the shareholder agreement of approximately $574,000 partially offset by the 17% decrease in the average exchange rate described below.

ACCRETION EXPENSE DECREASED due mostly because of a reduction of the Mereenie asset retirement obligations (“ARO”) in the first quarter of fiscal 2009 ($995,000) and the 17% decrease in the exchange rate described below.

SHAREHOLDER COMMUNICATION COSTS INCREASED due to an increase in proxy and regulatory filing activity. The increased proxy activity was due to a threatened director election and additional voting matters which required stockholder approval, including the YEP investment transaction.

OTHER ADMINISTRATIVE EXPENSES INCREASED due to net exchange rate losses ($461,000), increased travel costs ($125,000), increased repair and maintenance costs ($138,000) and increased due diligences costs related to the YEP investment transaction ($393,000), offset by a decrease in costs related to the ATO settlement ($597,000) that were incurred in 2008 but not in 2009, decrease in insurance expense in 2009 ($247,000) and the 17% decrease in the average exchange rate described below.

INCOME TAX PROVISION DECREASED due to the decrease in income before taxes as well as the provision of the ATO settlement in the prior fiscal period (see Note 6 to the Consolidated Financial Statements for a discussion of effective tax rates used and the ATO settlement).

EXCHANGE EFFECT

The value of the Australian dollar relative to the U.S. dollar decreased to $.8048 at June 30, 2009 compared to $.9615 at June 30, 2008. This resulted in a $9,931,978 debit to accumulated translation adjustments for fiscal 2009. The 16% decrease in the value of the Australian dollar decreased the reported asset and liability amounts in the balance sheet at June 30, 2009 from the June 30, 2008 amounts. The annual average exchange rate used to translate MPAL’s operations in Australia for fiscal 2009 was $.7471, which is a 17% decrease compared to the $.8965 rate for fiscal 2008.

 

Item 7A.Quantitative and Qualitative DisclosureDisclosures about Market Risk.

The Company’s exposure to market risk relates to fluctuations in foreign currency and world prices for crude oil, as well as market risk related to investment in marketable securities. The exchange rates between the Australian dollar and the U.S. dollar, as well as the exchange rates between the U.S. dollar and the U.K.British pound, sterling, have changed in recent periods and may fluctuate substantially in the future. We expect that a majority of our revenue will continue to be generated in the Australian dollar in the future. Any appreciation of the U.S. dollar

against the Australian dollar is likely to have a positive impact on our revenue, operating income and net income. Because of our U.K. development program, a portion of our expenses, including exploration costs and capital and operating expenditures will continue to be denominated in U.K. pound sterling.British pound. Accordingly, any material appreciation of the U.K.British pound sterling against the Australian and U.S. dollars could have a negative impact on our business, operating results and financial condition. A 10% change in the Australian foreign currency rate compared to the U.S. dollar would increase or decrease revenues and costs and expenses by approximately $2.9$1.8 million and $2.6$3.6 million, respectively, for the twelve months ended June 30, 2010.2011.

For the twelve months ended June 30, 2010,2011, oil sales represented approximately 42%87% of total oil and gas revenues. Based on the current twelve month’s sales volume and revenues, a 10% change in oil price would increase or decrease oil revenues by $989,000.$1.2 million. Gas sales, which represented approximately 58%13% of total oil and gas revenues in the current twelve months, are derived primarily from the Palm Valley and Mereenie fieldsField in the Northern Territory of Australia and the gas prices are set according to long term contracts that are subject to changes in the Australian Consumer Price Index for the twelve months ended June 30, 2010.2011.

At June 30, 2010,2011, the carrying value of cash and cash equivalents was approximately $15.6$20.4 million, which approximates the fair value of the securities. Since the Company expected to hold the investments to maturity, the maturity value should be realized. The value of these marketable securities has not been impacted by the ongoing U.S. credit crisis.value.

Item 8.Financial Statements and Supplementary Data.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of

Magellan Petroleum Corporation

Portland, Maine

We have audited the accompanying consolidated balance sheets of Magellan Petroleum Corporation and subsidiaries (the “Company”) as of June 30, 20102011 and 2009,2010, and the related consolidated statements of operations, changes in equity and comprehensive loss, and cash flows for each of the three years in the period ended June 30, 2010.2011. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on thesethe financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements,statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of Magellan Petroleum Corporation and subsidiaries as of June 30, 20102011 and 2009,2010, and the results of their operations and their cash flows for each of the three years in the period ended June 30, 2010,2011, in conformity with accounting principles generally accepted in the United States of America.

As discussed in Note 1 to the consolidated financial statements, on June 30, 2010, the Company adopted Accounting Standards Update No. 2010-3, “Oil and Gas Reserve Estimation and Disclosures”.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Company’s internal control over financial reporting as of June 30, 2011, based on the criteria established inInternal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated September 20, 2011 expressed an adverse opinion on the Company’s internal control over financial reporting because of material weaknesses.

/s/ DELOITTEDeloitte & TOUCHETouche LLP

Hartford, Connecticut

September 28, 201020, 2011

MAGELLAN PETROLEUM CORPORATION

CONSOLIDATED BALANCE SHEETS

 

  June 30, 
  2010 2009   June 30,
2011
 June 30,
2010
 
ASSETS      

Current assets:

      

Cash and cash equivalents

  $33,591,534   $34,688,842    $20,416,625   $33,591,534  

Accounts receivable — trade (net of allowance for doubtful accounts of $95,912 and $90,102 at June 30, 2010 and 2009, respectively)

   4,427,245    5,346,111  

Accounts receivable — trade (net of allowance for doubtful accounts of $66,702 and $95,912 at June 30, 2011 and at June 30, 2010 respectively)

   4,356,621    4,427,245  

Accounts receivable — working interest partners

   204,630    500,404     453,843    204,630  

Marketable securities

   —      997,306  

Deposit on Evans Shoal

   10,745,061    —    

Securities available-for-sale (at fair value)

   192,417    —       —      192,417  

Inventories

   815,179    847,159     731,672    815,179  

Deferred income taxes

   189,236    563,853     —      189,236  

Assets held for sale

   648,217    —       —      648,217  

Prepaid assets

   517,482    478,665  

Other assets

   1,702,091    598,509     61,934    1,223,426  
         

 

  

 

 

Total current assets

   41,770,549    43,542,184     37,283,238    41,770,549  
         

 

  

 

 

Deferred income taxes

   5,262,649    5,708,448     —      5,262,649  

Securities available-for-sale (at fair value)

   —      903,924     238,070    —    

Deposit on Evans Shoal

   12,850,500      —      12,850,500  

Property and equipment, net:

      

Oil and gas properties (successful efforts method)

   113,646,852    117,617,555     138,576,622    113,646,852  

Land, buildings and equipment

   3,328,670    2,962,649     4,088,759    3,328,670  

Field equipment

   5,843,939    868,504     6,390,383    5,843,939  
         

 

  

 

 
   122,819,461    121,448,708     149,055,764    122,819,461  

Less accumulated depletion, depreciation and amortization

   (96,905,478  (103,919,971   (119,901,581  (96,905,478
         

 

  

 

 

Net property and equipment

   25,913,983    17,528,737     29,154,183    25,913,983  

Goodwill

   4,695,204    4,020,706     4,695,204    4,695,204  

Other assets

   213,500      204,457    213,500  
         

 

  

 

 

Total assets

  $90,706,385   $71,703,999    $71,575,152   $90,706,385  
         

 

  

 

 
LIABILITIES AND EQUITY      

Current liabilities:

      

Accounts payable

  $2,387,857   $2,688,342    $3,860,919   $2,387,857  

Accrued liabilities

   2,064,979    1,639,284     2,056,717    2,064,979  

Demand notes payable

   470,000    —       500    470,000  

Current portion of notes payable

   451,585    —    

Current portion of note payable

   552,000    451,585  

Liability related to assets held for sale

   194,465    —       —      194,465  

Deferred income taxes

   83,400    —       —      83,400  

Income taxes payable

   460,617    2,054,052     —      460,617  
         

 

  

 

 

Total current liabilities

   6,112,903    6,381,678     6,470,136    6,112,903  
         

 

  

 

 

Long term liabilities:

      

Deferred income taxes

   1,157,735    1,923,907     —      1,157,735  

Notes payable

   232,430   

Note payable

   870,438    232,430  

Other long term liabilities

   92,577    70,232     309,758    92,577  

Asset retirement obligations

   9,292,556    9,815,262     11,397,410    9,292,556  
         

 

  

 

 

Total long term liabilities

   10,775,298    11,809,401     12,577,606    10,775,298  
         

 

  

 

 

Commitments and contingencies (Note 14)

   —      —    

Commitments and contingencies (Note 16)

   —      —    

Equity:

      

Common stock, par value $.01 per share: Authorized 200,000,000 shares outstanding, 52,355,977 at June 30, 2010 and 41,500,325 at June 30, 2009

   523,358    415,001  

Common stock, par value $.01 per share: Authorized 300,000,000 shares, outstanding, 52,455,977 and 52,335,977 at June 30, 2011 and June 30, 2010 respectively

   524,558    523,358  

Capital in excess of par value

   91,905,062    73,311,075     93,617,424    91,905,062  

Preferred stock, par value $.01 per share: Authorized 50,000,000 and 0 shares, outstanding, none at June 30, 2011 and at June 30, 2010 respectively

   —      —    

Accumulated deficit

   (23,640,191  (22,192,919   (56,073,255  (23,640,191

Accumulated other comprehensive income

   3,116,263    1,979,763     12,469,626    3,116,263  
         

 

  

 

 

Total equity attributable to Magellan Petroleum Corporation

   71,904,492    53,512,920     50,538,353    71,904,492  

Non-controlling interest in subsidiaries

   1,913,692    —       1,989,057    1,913,692  
         

 

  

 

 

Total equity

   73,818,184    53,512,920     52,527,410    73,818,184  
  

 

  

 

 

Total liabilities and equity

  $90,706,385   $71,703,999    $71,575,152   $90,706,385  
         

 

  

 

 

SeeThe accompanying notes.notes are an integral part of these consolidated financial statements

MAGELLAN PETROLEUM CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS

Three Years Ended June 30, 2011

   Years Ended June 30, 
   2010  2009  2008 

Revenues:

     

Oil sales

  $9,886,592   $11,479,660  $19,786,175  

Gas sales

   13,615,755    14,740,296   18,523,095  

Other production related revenues

   5,022,210    1,970,621   2,585,540  
             

Total revenues

   28,524,557    28,190,577   40,894,810  
             

Costs and expenses:

     

Production costs

   10,116,320    8,153,263   8,865,663  

Exploratory and dry hole costs

   1,273,268    3,475,937   3,318,810  

Salaries and employee benefits

   4,816,350    1,708,997   1,605,341  

Depletion, depreciation and amortization

   4,680,240    6,785,952   18,021,236  

Auditing, accounting and legal services

   1,947,901    1,576,509   1,102,115  

Accretion expense

   748,209    531,405   716,130  

Shareholder communications

   551,408    633,112   392,880  

(Gain) loss on sale of field equipment

   (6,817,304  12,072   (35,235

Impairment loss

   2,049,616    63,740   —    

Other administrative expenses

   6,707,184    3,969,658   3,591,856  
             

Total costs and expenses

   26,073,192    26,910,645   37,578,796  
             

Operating income

   2,451,365    1,279,932   3,316,014  

Warrant expense

   (4,276,471   

Investment and other income

   3,012,831    1,583,065   2,122,642  
             

Income before income taxes

   1,187,725    2,862,997   5,438,656  

Income tax expense

   2,645,763    2,198,422   14,330,301  
             

Net (loss) income

  $(1,458,038 $664,575  $(8,891,645

Less net (loss) attributable to non-controlling interest in subsidiaries

   (10,766  —     —    
             

Net (Loss) income attributable to Magellan Petroleum Corporation

  $(1,447,272 $664,575  $(8,891,645
             

Average number of shares of common stock:

     

Basic and Dilutive

   51,410,596    41,500,325   41,500,325  
             

Net (loss) income per basic and dilutive common shares attributable to Magellan Petroleum Corporation common shareholders

  $(0.03 $0.02  $(0.21

See

   Years Ended June 30, 
   2011  2010  2009 

Revenues:

    

Oil sales

  $11,815,231   $9,886,592   $11,479,660  

Gas sales

   1,796,405    13,615,755    14,740,296  

Other production related revenues

   4,565,241    5,022,210    1,970,621  
  

 

 

  

 

 

  

 

 

 

Total revenues

   18,176,877    28,524,557    28,190,577  
  

 

 

  

 

 

  

 

 

 

Costs and expenses:

    

Production costs

   9,247,199    10,116,320    8,153,263  

Exploration and dry hole costs

   2,853,832    1,273,268    3,475,937  

Salaries and employee benefits

   5,079,503    4,816,350    1,708,997  

Depletion, depreciation and amortization

   2,326,817    4,680,240    6,785,952  

Auditing, accounting and legal services

   2,595,465    1,947,901    1,576,509  

Accretion expense

   563,628    748,209    531,405  

Loss on Evans Shoal Deposit

   15,892,650    —      —    

Shareholder communications

   396,092    551,408    633,112  

(Gain) loss on sale of assets

   (968,644  (6,817,304  12,072  

Impairment loss

   173,401    2,049,616    63,740  

Other administrative expenses

   7,285,549    6,030,583    3,018,200  

Foreign transaction loss

   950,671    676,601    951,458  
  

 

 

  

 

 

  

 

 

 

Total costs and expenses

   46,396,163    26,073,192    26,910,645  
  

 

 

  

 

 

  

 

 

 

Operating (loss) income

   (28,219,286  2,451,365    1,279,932  

Warrant expense

   —      (4,276,471  —    

Investment and other income

   922,774    3,012,831    1,583,065  
  

 

 

  

 

 

  

 

 

 

(Loss) income before income taxes

   (27,296,512  1,187,725    2,862,997  

Income tax provision

   5,141,187    2,645,763    2,198,422  
  

 

 

  

 

 

  

 

 

 

Net (loss) income

   (32,437,699  (1,458,038  664,575  

Less net (loss) income attributable to non-controlling interest in subsidiaries

   (4,635  (10,766  —    
  

 

 

  

 

 

  

 

 

 

Net (loss) income attributable to Magellan Petroleum Corporation

  $(32,433,064 $(1,447,272 $664,575  
  

 

 

  

 

 

  

 

 

 

Average number of shares of common stock

    

Basic and Dilutive

   52,398,936    51,410,596    41,500,325  
  

 

 

  

 

 

  

 

 

 

Net (loss) income per basic and dilutive common shares attributable to Magellan Petroleum Corporation common shareholders

  $(0.62 $(0.03 $0.02  

The accompanying notes.notes are an integral part of these consolidated financial statements

MAGELLAN PETROLEUM CORPORATION

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY AND COMPREHENSIVE LOSS

Three Years Ended June 30, 20102011

 

 Number of
Shares
 Common
Stock
 Capital in
Excess of
Par Value
 Accumulated
Deficit
 Accumulated
Other
Comprehensive
Income (Loss)
 Non-controlling
interest
 Total Total
Comprehensive
Income (Loss)
 

June 30, 2007

 41,500,325  415,001  73,153,002  (13,965,849  4,372,626    —      63,974,780   
                   

Net loss

 —    —    —    (8,891,645  —      —      (8,891,645  (8,891,645

Foreign currency translation adjustments

 —    —    —    —      7,317,151    —      7,317,151    7,317,151  

Stock exchange

 —    —    63,141  —      —      —      63,141   

Stock option compensation

 —    —    —    —      —      —      —      —    

Total comprehensive (loss)

 —    —    —    —      —      —      —      (1,574,494
                      Number of
Shares
 Common
Stock
 Capital in
Excess of
Par Value
 Accumulated
Deficit
 Accumulated
Other
Comprehensive
Income (Loss)
 Non-controlling
interest
 Total Total
Comprehensive
Income (Loss)
 

June 30, 2008

 41,500,325  415,001  73,216,143  (22,857,494  11,689,777     62,463,427     41,500,325    415,001    73,216,143    (22,857,494  11,689,777    —      62,463,427   
                    

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Net income

 —    —    —    664,575    —      —      664,575    664,575    —      —      —      664,575    —      —      664,575    664,575  

Foreign currency translation adjustments

 —    —    —    —      (9,931,978  —      (9,931,978  (9,931,978  —      —      —      —      (9,931,978  —      (9,931,978  (9,931,978

Unrealized holding gains, net of deferred tax of $122,112

 —    —    —    —      221,964    —      221,964    221,964  

Stock option compensation

 —    —    94,932  —      —      —      94,932    —    
          

Unrealized holding gains, net of taxes

  —      —      —      —      221,964    —      221,964    221,964  

Stock and stock based compensation

  —      —      94,932    —      —      —      94,932   

Total comprehensive loss

 —    —    —    —      —      —      —      (9,045,439  —      —      —      —      —      —       (9,045,439
                      

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

June 30, 2009

 41,500,325  415,001  73,311,075  (22,192,919  1,979,763    —      53,512,920     41,500,325    415,001    73,311,075    (22,192,919  1,979,763    —      53,512,920   
                    

 

  

 

  

 

  

 

  

 

  

 

  

 

  

Net loss

 —    —    —    (1,447,272  —      (10,766  (1,458,038  (1,458,038  —      —      —      (1,447,272  —      (10,766  (1,458,038  (1,458,038

Foreign currency translation adjustments

 —    —    —    —      1,358,464    —      1,358,464    1,358,464    —      —      —      —      1,358,464    —      1,358,464    1,358,464  

Unrealized holding gains, net of taxes

 —    —    —    —      (221,964  —      (221,964  (221,964  —      —      —      —      (221,964  —      (221,964  (221,964

Stock and stock option based compensation

 440,000  4,400  2,301,352  —      —      —      2,305,752    —    

Stock and stock based compensation

  440,000    4,400    2,301,352    —      —      —      2,305,752   

Equity investment YEP

 8,695,652  86,957  7,527,870  —      —      —      7,614,827    —      8,695,652    86,957    7,527,870    —      —      —      7,614,827   

Warrants issued

 —    —    6,401,765  —      —      —      6,401,765    —      —      —      6,401,765    —      —      —      6,401,765   

Nautilus acquisition

 1,700,000  17,000  2,363,000  —      —      1,924,458    4,304,458    —      1,700,000    17,000    2,363,000    —      —      1,924,458    4,304,458   
          

Total comprehensive (loss)

 —    —    —    —      —      —      —     $(321,538

Total comprehensive loss

  —      —      —      —      —      —      —      (321,538
                      

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

June 30, 2010

 52,335,977 $523,358 $91,905,062 $(23,640,191 $3,116,263   $1,913,692   $73,818,184     52,335,977    523,358    91,905,062    (23,640,191  3,116,263    1,913,692    73,818,184   
                    

 

  

 

  

 

  

 

  

 

  

 

  

 

  

Net loss

  —      —      —      (32,433,064  —      (4,635  (32,437,699  (32,437,699

Foreign currency translation adjustments

  —      —      —      —      9,307,710    —      9,307,710    9,307,710  

Unrealized holding gains, net of taxes

  —      —      —      —      45,653    —      45,653    45,653  

Stock and stock based compensation

  90,000    900    1,669,162    —      —      —      1,670,062   

Stock options exercised

  30,000    300    43,200    —      —      —      43,500   

Capital contribution

       80,000    80,000   

Total comprehensive loss

  —      —      —      —      —       —      (23,084,336
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

June 30, 2011

  52,455,977    524,558    93,617,424    (56,073,255  12,469,626    1,989,057    52,527,410   
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

SeeThe accompanying notes.notes are an integral part of these consolidated financial statements

MAGELLAN PETROLEUM CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

 

 Years Ended June 30,   Years Ended June 30, 
 2010 2009 2008   2011 2010 2009 

Operating Activities:

       

Net (loss) income

 $(1,458,038 $664,575   $(8,891,645  $(32,437,699 $(1,458,038 $664,575  

Adjustments to reconcile net income to net cash provided by operating activities:

   

(Gain)/loss from disposal of assets

  (6,817,304  12,072    (35,235

Gain from sale of investments

  (1,975,286  —      —    

Adjustments to reconcile net loss to net cash (used in) provided by operating activities:

    

Depletion, depreciation and amortization

  4,680,240    6,785,952    18,021,236     2,326,817    4,680,240    6,785,952  

Write off of Evans Shoal deposit

   15,892,650    —      —    

Interest earned on restricted deposits

   (149,961  —      —    

Accretion expense

  748,209    531,405    716,130     563,628    748,209    531,405  

Deferred income taxes

  921,934    (1,618,033  (4,541,695   5,354,748    921,934    (1,618,033

Stock-based compensation and change in warrant valuation

  6,582,223    94,932    63,141  

Foreign transaction loss (1)

   498,957    732,091    951,458  

(Gain) loss from disposal of assets

   (968,644  (6,817,304  12,072  

(Gain) from sale of investments

   —      (1,975,286  —    

Exploration and dry hole costs

  —      5,765    1,328,114     (123,970  —      5,765  

Write off of exploration permits

  —      359,471    —       66,098    —      359,471  

Impairment loss

  2,049,616    —      —       173,401    2,049,616    —    

Changes in operating assets and liabilities:

   

Stock-based compensation and change in warrant valuation

   1,670,062    6,582,223    94,932  

Change in operating assets and liabilities:

    

Accounts receivable

  2,734,772    1,270,721    (2,640,315   622,779    2,734,772    1,270,721  

Inventories

   142,745    646,986    203,312  

Other assets

  (105,952  65,531    (26,946   212,894    (105,952  65,531  

Inventories

  646,986    203,312    (428,332

Accounts payable and accrued liabilities

  (1,689,063  1,793,486    70,480     613,981    (1,689,063  1,793,486  

Income taxes payable

  (3,097,915  (930,137  1,860,666  

Income taxes payable (receivable)

   1,044,968    (3,097,915  (930,137
           

 

  

 

  

 

 

Net cash provided by operating activities

  3,220,422    9,239,052    5,495,599  

Net cash (used in) provided by operating activities (1)

   (4,496,546  3,952,513    10,190,510  
           

 

  

 

  

 

 

Investing Activities:

       

Additions to property and equipment

  (2,276,128  (2,430,184  (4,249,215   (729,849  (2,276,128  (2,430,184

Oil and gas exploration activities

   (3,837,775  (567,343  (491,490

Proceeds from sale of assets

  7,280,402    27,728    35,235     1,481,172    7,280,402    27,728  

Oil and gas exploration activities

  (567,343  (491,490  (1,890,795

Purchase of working interest in Poplar Field

   (380,000  (4,090,170  —    

Deposit for purchase of Evans Shoal

   (10,013,500  (13,751,850  —    

Proceeds from sale of securities available for sale

  9,615,215    —      —       —      9,615,215    —    

Purchase of securities available for sale

  (7,259,082  (559,850  —       —      (7,259,082  (559,850

Proceeds from sale of securities

  465,004    —      —       —      465,004    —    

Marketable securities matured or sold

  7,194,090    3,109,611    4,435,820     6,999,735    7,194,090    3,109,611  

Marketable securities purchased

  (6,196,784  (2,398,695  (1,765,775   (6,999,735  (6,196,784  (2,398,695

Deposit for purchase of Evans Shoal

  (13,751,850  —      —    

Purchase of controlling interest — Nautilus Poplar LLC

  (7,309,113  —      —       —      (7,309,113  —    

Cash acquired — purchase of Nautilus Poplar LLC

  314,727    —      —    

Purchase of working interest in oil and gas properties

  (4,090,170  —      —    

Cash acquired-purchase of Nautilus Poplar LLC

   —      314,727    —    

Increase in restricted cash

  (75,444  —      —       —      (75,444  —    
           

 

  

 

  

 

 

Net cash (used) in investing activities

  (16,656,476  (2,742,880  (3,434,730   (13,479,952  (16,656,476  (2,742,880
           

 

  

 

  

 

 

Financing Activities:

       

Proceeds from issuance of stock

   43,500    10,000,000    —    

Proceeds from borrowings

   5,027,323    570,000    —    

Debt principal payments

  (845,147  —      —       (4,589,053  (845,147  —    

Proceeds from borrowings

  570,000   —      —    

Proceeds from issuance of stock and warrants

  10,000,000   —      —    

Non-controlling Capital Contribution — Nautilus Poplar LLC

   80,000    —      —    

Equity issuance costs

  —      (259,879  —       —      —      (259,879
           

 

  

 

  

 

 

Net cash provided by (used in) financing activities

  9,724,853    (259,879  —    

Net cash by (used in) provided by financing activities

   561,770    9,724,853    (259,879
           

 

  

 

  

 

 

Effect of exchange rate changes on cash and cash equivalents

  2,613,893    (6,162,679  4,083,911  

Effect of exchange rate changes on cash and cash equivalents (1)

   4,239,819    1,881,802    (7,114,137
           

 

  

 

  

 

 

Net increase in cash and cash equivalents

  (1,097,308  73,614    6,144,780     (13,174,909  (1,097,308  73,614  

Cash and cash equivalents at beginning of year

  34,688,842    34,615,228    28,470,448  

Cash and cash equivalents at beginning of period

   33,591,534    34,688,842    34,615,228  
           

 

  

 

  

 

 

Cash and cash equivalents at end of year

 $33,591,534   $34,688,842   $34,615,228    $20,416,625   $33,591,534   $34,688,842  
           

 

  

 

  

 

 

Cash payments:

   

Cash Payments:

    

Income taxes

  4,821,744    4,746,589    13,072,505     (1,258,529  4,821,744    4,746,589  

Interest on tax settlement

  —      —      3,893,014  

Interest Paid, net of amount capitalized

   140,656    62,300    —    

Supplemental Schedule of Noncash Investing and Financing Activities:

       

Unrealized holding gains

  —      344,074    —    

Unrealized holding gain (loss)

   45,652    —      344,074  

Revision to estimate of asset retirement obligations

  (2,231,849  (625,962  43,482     (128,805  (2,231,849  (625,962

Accounts payable related to property and equipment

  48,029    163,457    1,993,964     7,852    48,029    163,457  

(1)See Note 2 for explanation of Restatement of Prior Period Amount

The accompanying notes.notes are an integral part of these consolidated financial statements

1. Summary of Significant Accounting Policies

Principles of Consolidation

Magellan Petroleum Corporation (“MPC”(the “Company” or “Magellan” or “MPC” or “we” or “us”) is engaged in the sale of oil and gas and the exploration for and development of oil and gas reserves. At June 30, 2010 and 2009, MPC’s principal asset was a 100%2011, MPC had three reporting segments: (1) the 100.00% equity interest in its subsidiary, Magellan Petroleum Australia Limited (“MPAL”). MPAL’s major assets are two petroleum production leases covering the Mereenie oil and gas field (35% working interest), one petroleum production lease covering the Palm Valley gas field (52% working interest) and seventeenthirteen licenses in the United Kingdom, threefive of which are operating licenses. Both the Mereenie and Palm Valley fields are located in the Amadeus Basin in the Northern Territory of Australia.Australia; (2) an 83.5% controlling member interest in Nautilus Poplar, LLC (“Nautilus”), based in Denver, Colorado and (3) MPC the parent company, which owns directly a 28.3% working interest in the Poplar Fields in Montana. On a consolidated basis, MPC through Nautilus owned an average 85.7% working interest in the Poplar Fields in Montana as of June 30, 2011.

During the year ended June 30, 2010, MPC added to its holdings, anits 83.5% controlling member interest in Nautilus Poplar, LLC. (“Nautilus”) and a 26.3% average working interest in the Poplar fields. During the year ended June 30, 2011, MPC added an additional 2% to its working interest giving MPC 85.7% of the total working interest of the consolidated group in the Poplar Field.

Nautilus, based in Denver, Colorado, operates and holds a 68.75% interest in the East PolarPoplar Unit and varied interests averaging 57% in the Northwest Poplar FieldsField in Montana, USA.

MPC has a direct 2.67% carried interest in the Kotaneelee gas field in the Yukon Territory of Canada.

The accompanying consolidated financial statements include the accounts of MPC and its subsidiaries, MPAL and Nautilus, (collectively the “Company”). All intercompany transactions have been eliminated.

Reclassification

Certain reclassifications of prior period data included in the accompanying Consolidated Statement of Operations and Consolidated Balance Sheets have been made to conform to current financial statement presentation. Foreign currency exchange (gains) losses of $676,601 and $951,458 for the twelve months ended June 30, 2010 and June 30, 2009, respectively, were reclassified from other administrative expenses to foreign transaction losses on the consolidated statements of operations. This reclassification did not impact previously reported operating or net income. Prepaid assets of $478,665 at June 30, 2010 were reclassified from other current assets.

Use of Estimates

The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

Revenue Recognition

The Company recognizes oil and gas revenue (net of royalties) from its interests in producing wells as oil and gas is produced and sold from those wells. Revenues from the sale and transportation of natural gas are recognized upon completion of the sale and when transported volumes are delivered. Other production related

revenues are primarily MPAL’s share of gas pipeline tariff revenues which are recorded at the time of sale. The Company records pipeline tariff revenues on a gross basis with the revenue included in other production related revenues and the remittance of such tariffs are included in production costs. Government sales taxes related to MPAL’s oil and gas production revenues are collected by MPAL and remitted to the Australian government. Such amounts are excluded from revenue and expenses. Shipping and handling costs in connection with suchthe MPAL deliveries are included in production costs except for Nautilus crude oil transportation costs which are deducted from gross sales.costs. Revenue under carried interest agreements is recorded in the period when the net proceeds become receivable, measurable and collection is reasonably assured. The time when the net revenues become receivable and collection is reasonably assured depends on the terms and conditions of the relevant agreements and the practices followed by the operator. As a result, net revenues may lag the production month by one or more months. Other production revenues for the twelve months ended June 30, 2010 also included MPAL’s share of Power and Water Corporation (PWC)’s contract settlement for a breach in their gas contractcontracts in the amount of $1.0 million.

Trade receivables

Collectability of trade receivables is reviewed on an ongoing basis. Receivables which are known to be uncollectible are written off by reducing the carrying amount directly. An allowance for doubtful accounts is used when there is objective evidence that the Company will not be able to collect all amounts due, according to

the original terms of the related sales. Significant financial difficulties of the debtor, probability that the debtor will enter bankruptcy or financial reorganization, and default or delinquency in payments are considered indicators that the trade receivable is not collectable. The amount of bad debt expense is recognized in the income statement within other administrative expenses. When a trade receivable, for which an allowance had been recognized, becomes uncollectible in a subsequent period, it is written off against the allowance account. Subsequent recoveries of amounts previously written off are credited against other administrative expenses in the income statement.consolidated statement of operations.

Preferred Stock

On December 8, 2010, shareholders approved an amendment to the Company’s Restated Certificate of Incorporation to authorize a class of 50,000,000 shares of preferred stock, par value of $0.01 per share (“Preferred Stock”). Pursuant to the amendment, shares of Preferred Stock may be issued in one or more series of any number of shares as determined by the Company’s Board of Directors (“Board”). The Board may fix the voting powers of such series and the designations, preferences, relative, participating, optional or other special rights, and the qualifications, limitations or restrictions thereof (including such series’ redemption rights, dividend rights, liquidation preferences, and conversion rights). As of June 30, 2011, no preferred shares have been issued.

Stock-Based Compensation

The Company has one stock incentive plan which was amended on May 27, 2009December 8, 2010 to among other things, increase the aggregate number of shares issuable under the plan to 5,205,000.7,205,000. The costs resulting from all share-based payment transactions are recognized in the consolidated financial statements. U.S. Generally Accepted Accounting Principles (GAAP)GAAP establishes fair value as the measurement objective in accounting for share-based payment arrangements and requires the application of a fair-value measurement method of accounting for share-based payment transactionspayments with employees and non-employees. The Company uses the Black-Scholes option valuation model to determine the fair value of its time based stock option share awards and the Monte Carlo model for performance based options share awards that include a market condition. These models include various assumptions, including the expected volatility and the expected life of the share awards as well as significant assumptions for performance based awards that include probabilities of certain vesting conditions and behaviors impacting exercise. These assumptions, as detailed in Note 5-Capital and Stock-Based Compensation,6 reflect the Company’s best estimates, but they involve inherent uncertainties based on market conditions generally outside of the control of the Company. As a result, if other assumptions had been used, stock-based compensation expense, as calculated and recorded could have been significantly impacted. Furthermore, if the Company uses different assumptions in future periods, stock-based compensation expense could be significantly impacted in future periods. The Company’s policy for attributing the value of graded vested share-based payments is an accelerated multiple-option approach.

Concentration of Credit Risk

The Company’s financial instruments exposed to concentrations of credit risk consist primarily of cash and cash equivalents. The Company places its cash and cash equivalents with reputable financial institutions. At times, balances deposited may exceed FDIC insured limits. The Company has not incurred any losses related to these deposits.

Oil and Gas Properties

The Company follows the successful efforts method of accounting for its oil and gas operations. Under this method, the costs of successful wells, development dry holes, productive leases, and permit and concession costs are capitalized and amortized on a units-of-production basis over the life of the related reserves. Cost centers for amortization purposes are determined on a field-by-field basis. The Company records its proportionate share in joint venture operations in the respective classifications of assets, liabilities and expenses. Unproved properties with significant acquisition costs are periodically assessed for impairment in value, with any impairment charged to expense. The successful efforts method also imposes limitations on the carrying or book value of proved oil and gas properties. Oil and gas properties are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amounts may not be recoverable. The Company estimates the future undiscounted cash flows from the affected properties to determine the recoverability of carrying amounts. In general, analyses are based on proved developed reserves for gas, except in the case of Palm Valley proved gas, which is based in contracted volumes. At June 30, 2010,2011, Mereenie had no gas contracts, thus no gas reserves. For Palm Valley, reserves were based upon the quantities of gas committed to the existing contract and estimated sales subsequent to the contract date. If such contracts are extended, the proved developed reserves will be increased to the lesser of the actual proved developed reserves and risk adjusted probable and possible reserves or the contracted quantities.

Exploratory drilling costs are initially capitalized pending determination of proved reserves but are charged to expense if no proved reserves are found. Other exploration costs, including geological and geophysical expenses, leasehold expiration costs and delay rentals, are expensed as incurred. Because the Company follows the successful efforts method of accounting, the results of operations may vary materially from quarter to quarter. An active exploration program may result in greater exploration and dry hole costs.

Nondepletable assets

At June 30, 2011, 2010 and 2009 oil and gas properties include $8.1 million, $4.3 million $6.6 million and $6.8$6.6 million, respectively, of capitalized costs that are currently not being depleted.depleted pending the determination of proved reserves. Components of these costs are as follows:

 

Nondepletable capitalized costs

  2010 2009 

PEL 106 – Cooper Basin (1)

   

Nondepletable capitalized assets

  2011 2010 2009 

United Kingdom (1)

    

Balance beginning of year

  $1,552,838   $1,855,186    $3,576,518   $3,154,266   $2,978,172  

Additions to capitalized costs

   —      —       1,703,285    608,479    485,725  

Assets sold or held for sale OR

   (1,552,838) 

Assets sold or held for sale

   —      —      —    

Reclassified to producing properties

   —      —      —    

Charged to expense

   35,814    (231,798  (257,519

Exchange adjustment

   —      (302,348   (55,892  45,571    (52,112
         

 

  

 

  

 

 

Balance end of year

  $—     $1,552,838    $5,259,725   $3,576,518   $3,154,266  
         

 

  

 

  

 

 

Weald/Wessex Basin U.K. (2)

   

United States (2)

    

Balance beginning of year

  $983,548   $549,935    $313,710   $—     $—    

Additions to capitalized costs

   608,479    485,725     2,406,210    313,710    —    

Assets sold or held for sale

   —      —      —    

Reclassified to producing properties

   (277,417  —      —    

Charged to expense

   (31,934  —      —    

Exchange adjustment

   45,571    (52,112   —      —      —    
         

 

  

 

  

 

 

Balance end of year

  $1,637,598   $983,548    $2,410,569   $313,710   $—    
         

 

  

 

  

 

 

Poplar Field (2)

   

Australia (3)

    

Balance beginning of year

  $—     $—      $415,108   $3,486,611   $3,852,698  

Additions to capitalized costs

   313,710   —       —      —      —    
       

Balance end of year

  $313,710  $—    
       

Exploration permits and licenses – Australia and U.K. (3)

   

Balance beginning of year

  $4,104,491   $4,425,749  

Assets sold or held for sale

   (1,518,665    —      (3,071,503  —    

Reclassified to producing properties

   —      —      —    

Charged to expense

   (231,798  (321,258   —      —      (63,739

Exchange adjustment

   —      —      (302,348
         

 

  

 

  

 

 

Balance end of year

  $2,354,028   $4,104,491    $415,108   $415,108   $3,486,611  
         

 

  

 

  

 

 

Total

       

Balance beginning of year

  $6,640,877   $6,830,870    $4,305,336   $6,640,877   $6,830,870  

Additions to capitalized costs

   922,189    485,725     4,109,495    922,189    485,725  

Assets sold or held for sale

   (3,071,503)  —       —      (3,071,503  —    

Reclassified to producing properties

   —      —       (277,417  —      —    

Charged to expense (3)

   (231,798  (321,258

Charged to expense

   3,880    (231,798  (321,258

Exchange adjustment

   45,571    (354,460   (55,892  45,571    (354,460
         

 

  

 

  

 

 

Balance end of year

  $4,305,336   $6,640,877    $8,085,402   $4,305,336   $6,640,877  
         

 

  

 

  

 

 

 

(1)DuringOf this amount, $1.9 million relates to the year ended June 30, 2010, Cooper Basin assets were sold. Prior costs were capitalized during the year ended June 30, 2006 and remained capitalized through the datestepped up value of the sale, becauseU.K exploration permits and licenses, which was recorded in the related2006 acquisition of the 44.87% remaining interest of MPAL. The step up value of these licenses and permits are evaluated annually. The balance represents capitalized exploratory well had sufficient quantitycosts, initiated in 2007, pending discovery and production of reserves to justify its completion as a producing well.reserves.
(2)CapitalizedU.S. capitalized exploratory well costs initiated in 2010, pending discovery and production of reserves.
(3)The Company evaluatesbalance at June 30, 2011 relates to an exploration permits and licenses annually or whenever events or changes in circumstances indicate that the carrying value,permit held by MPAL related to step up to fair value for the 44.87% remaining interest of MPAL acquired in 2006, may be impaired.which is evaluated for impairment annually or when events or changes in circumstances indicate. During the fiscal year ended June 30, 2010, Cooper Basin assets were sold. Prior costs were capitalized during the fiscal year ended June 30, 2006 and remained capitalized through the date of the sale as the related well had a sufficient quantity of reserves to justify its completion as a producing well.

Goodwill

The aggregate amount of goodwill is $4,695,204 and $4,020,706 at June 30, 2011 and 2010, and at June 30, 2009, respectively. As of June 30, 2010, $674,498 of our goodwill is related to the October 15, 2009 acquisition of Nautilus.which $4,020,706 of our goodwill is related to the fiscal 2006 acquisition of the 44.87% of MPAL that we did not own at the time. time and $674,500 is attributable to the October 15, 2009 acquisition of Nautilus.

Goodwill is not amortized but is tested for impairment annually or whenever events or changes in circumstances indicate that the carrying value may be impaired. Our annual impairment testing date for MPAL related goodwill is June 30. We30 and is October 1 for Nautilus.

Goodwill is tested for impairment using a two-step process.

Step one — the fair value of each reporting unit is compared to its carrying value in order to identify potential impairment. If the fair value of a reporting unit exceeds the carrying value of its net assets, goodwill is not considered impaired and no further testing is required. If the carrying value of the net assets exceeds the fair value of a reporting unit, potential impairment is indicated and step two of the impairment test is performed our annualin order to determine the implied fair value of the reporting unit’s goodwill and measure the potential impairment testing for MPAL relatedloss.

Step two — when potential impairment is indicated in step one, we compare the implied fair value of reporting unit goodwill with the carrying amount of that goodwill. Determining the implied fair value of goodwill requires a valuation of the reporting unit’s tangible and intangible assets and liabilities in a manner similar to the allocation of the purchase price in a business combination. Any excess of the value of a reporting unit over the amounts assigned to its assets and liabilities is referred to as the implied fair value of goodwill. If the carrying amount of reporting unit goodwill exceeds the implied fair value of that goodwill, an impairment loss is recognized in an amount equal to that excess. At June 30, 20102011, Magellan passed step one and 2009. We determined thattherefore the Company concluded step two was not necessary, as no impairment existed as eitherexisted.

Determining the fair value of those dates.a reporting unit involves the use of significant estimates and assumptions.

We employemployed the adjusted balance sheetnet assets method to estimate the fair value of MPAL.MPAL at June 30, 2011. This method entails estimating the fair value of all of MPAL’s balance sheet items as of the valuation date. The Company has utilized the Market Approach, specifically the Similar Transaction Method (“STM”) in order to estimate the fair value of MPAL’s acreage and oil and natural gas reserves (collectively, the “MPAL Reserves”) on the balance sheet. The MPAL Reserves are reflected on the balance sheet as Oil and gas Properties. This line includes Exploration Phase petroleum properties (i.e. exploratory acreage) and Production Phase petroleum properties (i.e. proved and probable oil and natural gas reserves). In its application of the STM, the Company reviewed publicly available transaction data for the sale of comparable resources in the U.K. and Australia in order to estimate the fair value of MPAL Reserves. If the adjusted equity value, after considering the fair values of the assets and liabilities, is greater than the carrying value of MPAL, then no impairment is indicated. Management believes that this methodology is most meaningful since the highest and best use of these assets would be to continue to hold and exploit the assets over time. No impairment existed as the adjusted fair value exceeded the carrying value as of June 30, 2011.

The fair value of our oil properties are estimated based onusing a form of the discounted cash flowsmarket approach, which consists of oura review of similar transactions that have occurred in the marketplace for proved and risk adjusted probable and possible reserves. In general, analyses areAccordingly, we have reviewed implied prices per thousand cubic feet equivalent associated with market-based transactions in similar geographic locations for each of our oil properties, and selected appropriate metrics based on proved developed reserves for gas. The significant assumptions used in estimatinga qualitative comparison between our oil properties and the fair values of the oil and gas properties are oil and gas selling prices for non-contracted volumes, oil and gas sales volumes, discount rates, and production trends. The fair value of MPAL is most susceptible to changes in selling prices of oil and gas and changes in estimated sales volume.relevant transactions.

The fair value of our nondepletablenon-depletable exploration permits and licenses is estimated separately using onebased on a review of four methods – discounted cash flow, discounted cash flows adjustedsimilar transactions that have occurred in the marketplace. Accordingly, we have reviewed implied prices per

acre associated with market-based transactions in similar geographic locations for chances of success, recent farmin costs and premiums, and estimated costs of committed work programs. The majority of theour non-depletable exploration permits and licenses, are valuedand selected appropriate metrics based on a qualitative comparison between our non-depletable exploration permits and the estimated cost of agreed work program commitments, which is a methodology that is not dependent on significant assumptions.relevant transactions.

OurAt October 1, 2010, we performed our annual impairment testing date fortest of the Nautilus — Related Goodwill isgoodwill. We employed both the income approach (discounted cash flow method) and the market value approach in estimating the fair value of Nautilus. As of October 1. There have been1, 2010, no events or circumstances that would indicate that otherimpairment existed as the indicated fair value of Nautilus, based upon our estimate, exceeded its carrying value may be impaired since we purchased the working interest in Nautilus onas of October 15, 2009.1, 2010.

Asset Retirement Obligations

Obligations associated with the retirement of long-lived assets are recognized at their fair value at the time that the obligations are incurred. Upon initial recognition of a liability, that cost is capitalized as part of the related long-lived asset (oil and gas properties) and amortized on a units-of-production basis over the life of the related reserves. Accretion expense in connection with the discounted liability is recognized over the remaining life of the related liability.

The estimated liability is based on the future estimated cost of land reclamation, plugging the existing oil and gas wells and removing the surface facilities equipment in Australia and The United States.the U.S. The liability is a discounted liability using a credit-adjusted risk-free rate on the date such liabilities are determined. Revisions to the liability could occur due to changes in the estimated life of the field, estimates of these costs, acquisition of additional properties and as new wells are drilled.

Estimates of future asset retirement obligations include significant management judgment and are based on projected future retirement costs. Judgments are based upon such things as field life and estimated costs. Such costs could differ significantly when they are incurred.

Land, Buildings and Equipment and Field Equipment

Land, buildings and equipment and fieldField equipment are carried at cost. Depreciation and amortization are provided on a straight-line basis over their estimated useful lives. The estimated useful lives are: buildings — 40 years, equipment and field equipment — 3 to 15 years.

Inventories

Inventories consist of crude oil in various stages of transit to the point of sale and are valued at the lower of cost (determined on an average cost basis) or market. Inventories at Nautilus consists ofalso include parts inventory using the first in-first out (FIFO) method.

Foreign Currency Translations

The accounts of MPAL, whose functional currency is the Australian dollar, are translated into U.S. dollars. The translation adjustment is included in accumulated other comprehensive income (loss), which is a component of equity, whereas gains or losses on foreign currency transactions are included in the determination of income. All assets and liabilities are translated at the rates in effect at the balance sheet dates. Revenues, expenses, gains and losses are translated using quarterly weighted average exchange rates during the period. At June 30, 20102011 and 2009,2010, the Australian dollar was equivalent to U.S. $.85671.0595 and $.8048,.8567, respectively. The annual weighted average exchange rates ($AUD to $USD) used to translate MPAL’s operations in Australia for the fiscal years 2011, 2010, and 2009 were .9893, .8826, and 2008 were $.8826, $.7471,.7471, respectively.

The accounts of MPAL’s U.K. division, whose functional currency is the British pound, are translated into Australian dollars before MPAL consolidates. The translation adjustment is included in accumulated other comprehensive income (loss), whereas gains or losses on foreign currency transactions are included in the determination of income. All assets and $.8965, respectively.liabilities are translated at the rates in effect at the balance sheet dates. Revenues, expenses, gains and losses are translated using quarterly weighted average exchange rates during the period.

Accrued Liabilities

At June 30, 20102011 and 2009,2010, balances in accrued liabilities which exceeded 5% of current liabilities include $766,317$1,011,623 and $770,024$766,317 of employment benefits, respectively, and $356,812$-0- and $350,886$356,812 of withholding and sale taxes, respectively.

Accounting for Income Taxes

The Company follows the liability method in accounting for income taxes. Under this method, deferred tax assets and liabilities are determined based on differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company records a valuation allowance for deferred tax assets when it is more likely than not, that such assets will not be recovered.

GAAP prescribes a comprehensive model for recognizing, measuring, presenting, and disclosing in the financial statements uncertain tax positions that the Company has taken or expects to take in its tax returns. Under GAAP, the Company recognizes tax positions when it is more likely than not that a tax position will be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position. In evaluating whether a tax position has met the more-likely-than-not recognition threshold, the Company has presumed that its positions will be examined by the appropriate taxing authority that has full knowledge of all relevant information. The next step is measurement. A tax position that meets the more-likely-than-not recognition threshold is measured to determine the amount of benefit to recognize in the financial statements. A tax position is measured at the largest amount of benefit that is greater than 50 percent likely of being realized upon ultimate settlement. An uncertain income tax position will not be recognized if it does not meet the more-likely-than-not threshold. To appropriately account for income tax matters, the Company is required to make significant judgments and estimates regarding the recoverability of deferred tax assets, the likelihood of the outcome of examinations of tax positions that may or may not be currently under review and potential scenarios involving settlements of such matters. Changes in these estimates could materially impact the consolidated financial statements. There are no significant uncertain tax positions for fiscal 20102011 and 2009.2010.

The Company has adopted an accounting policy to record all tax related interest and penalties in its tax provision calculation.

Financial Instruments

The carrying value for cash and cash equivalents, accounts receivable, marketable securities, accounts payable and debt approximates fair value based on the timing of the anticipated cash flows and current market conditions.

Cash and Cash Equivalents

The Company considers all highly liquid short term investments with maturities of three months or less at the date of acquisition to be cash equivalents. The components of cash and cash equivalents are as follows:

 

  June 30,  June 30, 
  2010  2009  2011   2010 

Cash

  $18,030,155  $13,294,642  $14,037,404    $18,030,155  

Australian money market accounts without restriction

   15,561,379   21,394,200

Australian time deposit accounts without restriction

   6,379,221     15,561,379  
        

 

   

 

 
  $33,591,534  $34,688,842  $20,416,625    $33,591,534  
        

 

   

 

 

National AustraliaCommonwealth Bank Ltd. (“NAB”) holds 48%60% of the cash and cash equivalent balance.

Marketable Securities

The Company’s marketable securities are held-to-maturity securities and are carried at amortized costs. At June 30, 2011 and June 30, 2010, MPC had no marketable securities. At June 30, 2009, MPC had the following marketable securities which were held until maturity:

June 30, 2009

  Par Value  Maturity Date  Amortized Cost  Fair Value

Short-term securities

        

U.S. government agency note

  $250,000  Jul. 15, 2009  $249,690  $250,000

U.S. government agency note

   250,000  Aug. 14, 2009   249,449   249,975

U.S. government agency note

   250,000  Sep. 21, 2009   249,179   249,925

U.S. government agency note

   250,000  Oct. 15, 2009   248,988   249,875
              

Total short-term

  $1,000,000    $997,306  $999,775
              

Securities Available-for-Sale

The Company classifies equity securities that have a readily determinable fair value and are not bought and not held principally for the purpose of selling them in the near term as securities available-for-sale. Unrealized holding gains and losses for available-for-sale securities are excluded from earnings and reported in other comprehensive income until realized. The Company had the following$238,070 and $192,417 in securities classified as available for sale at June 30, 20102011 and June 30, 2009:2010, respectively.

June 30, 2010

  Maturity Date  Fair Value

Equity securities

  Not applicable  $192,417

June 30, 2009

  Maturity Date  Fair Value

Equity securities

  Not applicable  $903,924

As ofAt June 30, 2010,2011, the Company has one foreign equity security classified as available for sale. recorded an unrealized gain of $45,653 included in accumulated other comprehensive income.

At June 30, 2010, the Company realized a loss of $90,083 included in earnings on these securities as they willwere intended to be sold in the next quarter. Therefore the amount of net unrealized holding losses that havehad been included in accumulated other comprehensive income iswas $0 for securities available-for-sale for the twelve months ended June 30, 2010.

During the twelve months ended June 30, 2010, the Company received proceeds of $2,648,278, upon the sale of available-for-sale equity securities. The gain on sale was calculated on a last-in-first-out basis. Realized gains of $2,065,369 for the twelve months ended June 30, 2010 were included in earnings for these securities sold during fiscal year ended June 30, 2010. The amount of unrealized holding gains for the twelve months ended June 30, 2010 that has beenwas reclassified out of accumulated other comprehensive income into earnings and included in the gain on sale is $221,964.

Business combinations

The Company applies the acquisition method of recording business combinations. Under this method, the Company recognizes and measures the identifiable assets acquired, the liabilities assumed and any non-controlling interest in the acquiree. Any goodwill or gain is identified and recorded. We engage an independent valuation consultantconsultants to assist us in determining the fair values of crude oil and natural gas properties acquired, and other third-party specialists as needed to assist us in assessing the fair value of other assets and liabilities assumed. This valuation requiresThese valuations require management to make significant estimates and assumptions, especially with respect to the oil and gas properties.

(Loss) Earnings per Share

Earnings(Loss) earnings per common share are based upon the weighted average number of common and common equivalent shares outstanding during the period. The only reconciling items in the calculation of diluted EPSearnings per share are the dilutive effect of stock options, warrants and non-vested shares. The potential dilutive impact of non-vested shares is determined using either the treasury stock method or the two-class method, whichever leads to higher dilution. The dilutive impact of stock options and warrants is determined using the treasury stock method.

At June 30, 2010,2011, the Company had 8,127,8269,297,826 options and warrants outstanding that had an exercise price below the average stock price for the periodsperiod that resulted in 3,460,331 incremental dilutive shares for the period. The Company also had outstanding 104,167 non-vested shares of company stock that were non-dilutive at June 30, 2011. There were no other potentially outstanding items at June 30, 2011. Due to the current period loss, all of the above are anti-dilutive.

In fiscal 2011, the Company issued 1,750,000 stock options, and 400,000 were forfeited in the same year. See Note 6.

At June 30, 2010, the Company had outstanding 8,127,826 options and warrants that had an exercise price below the average stock price for the period that resulted in 1,634,797 incremental dilutive shares for the respective periods. Due to the net loss, all items are anti-dilutive. The Company also had 208,334 non-vested shares of company stock that are anti-dilutive at June 30, 2010. There were no other potentially dilutive items at June 30, 2010.

In 2010, the Company issued 637,500 stock options, 4,347,826 warrants and 350,000 non-vested shares. An additional 700,000 stock options were awarded on April 1, 2010 which arewere subject to shareholder approval, at the next annual shareholders meeting.which was obtained December 8, 2010. As this approval iswas pending, there was no grant date for accounting purposes and, consequently, there was no financial statement impact during the year ended June 30, 2010. (See Note 5-Capital and Stock-Based Compensation)

In 2009, the Company issued 2,712,500 stock options. At June 30, 2009, the Company had 3,242,500 stock options outstanding all of which were anti-dilutive.

In 2008, the Company had 100,000 outstanding options that were issued that had a strike price below the average stock price for the period and resulted in 8,661 incremental diluted shares for the respective period. However, since the Company incurred a loss from operations, the incremental shares were anti-dilutive.6)

Stock Compensation

The Company’s 1998 Stock Incentive Plan (the “Plan”) provides for grants of shares of stock, stock appreciation rights (“SARs”), restricted shares and non-qualified stock options principally at an option price per share of 100% of the fair value of the Company’s common stock on the date awarded. The Plan was amended on May 27, 2009. The amended Plan has 5,205,000 shares authorized for awards. (See Note 5-Capital and Stock-Based Options)

GAAP requires recognition in the financial statements of the cost resulting from all share-based payment transactions by applying a fair-value-based measurement method to account for all share-based payment transactions with employees.

Accumulated Other Comprehensive Income

Accumulated other comprehensive income at June 30, 2011 and 2010 was as follows:

   2011   2010 

Foreign currency translation adjustments

  $12,423,973    $3,116,263  

Unrealized holding gains, net of deferred tax

   45,653     —    
  

 

 

   

 

 

 

Accumulated other comprehensive income

  $12,469,626    $3,116,263  

Investment and Other Income

Investment and other income at June 30, 2011, 2010 and 2009 was as follows:

 

   2010  2009

Foreign currency translation adjustments

  $3,116,263  $1,757,799

Unrealized holding gains, net of deferred tax

   —     221,964
        

Accumulated other comprehensive income

  $3,116,263  $1,979,763
   2011   2010   2009 

Investment income

  $922,774    $3,012,831    $1,583,065  

Other income

   —       —       —    
  

 

 

   

 

 

   

 

 

 

Investment and other income

  $922,774    $3,012,831    $1,583,065  

Warrants

The Company entered into a Securities Purchase Agreement (the “Purchase Agreement”), dated February 9, 2009, with Young Energy Prize S.A. (“YEP”) under which the Company agreed to sell, and YEP agreed to purchase, 8,695,652 shares (the “Shares”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”) at a purchase price of $1.15 per share, or an aggregate of $10,000,000. The Purchase Agreement was amended on April 3, 2009 and June 30, 2009. On July 9, 2009, the Company and YEP completed the issuance and sale of the Shares to YEP. The Company received gross proceeds of $10 million, which was used for acquisitions, general corporate and working capital purposes. On July 9, 2009, the Company also executed and delivered to YEP a Warrant Agreement entitling YEP to purchase an additional 4,347,826 shares of the Company’s Common Stock (the “Warrant Shares”) at an exercise price of $1.20 per Warrant Share, subsequently reduced to $1.15 per share on July 30, 2009. The shares sold to YEP in the private placement and the Warrant Shares were not registered under the Securities Act or state securities laws, and may not be resold in the United States in the absence of an effective registration statement filed with the U.S. Securities and Exchange Commission (“SEC”) or an available exemption from the applicable federal and state registration requirements. In the Purchase Agreement, YEP represented to the Company that: (a) it is an accredited investor, as such term is defined in Rule 501 of Regulation D promulgated under the Securities Act; (b) it acquired the Shares and the Warrant as principal for its own account for investment purposes only and not with a view to or for distributing or reselling the Shares and the Warrant or any part thereof, and (c) it is knowledgeable, sophisticated, and experienced in making, and qualified to make, decisions with respect to investments in securities representing an investment decision similar to that involved in the purchase of the Shares and the Warrant.

Initially, the Warrant Agreement contained anti-dilutive provisions that reduced the exercise price of the warrants based on certain trigger events such as the issuance of additional shares at a discount from the then current warrant exercise price. Since the provisions permitted the warrant holder to avoid bearing some of the risks and rewards normally associated with equity share ownership, the warrants were initially classified as liabilities and marked to market each reporting date with the change in value flowing through earnings. On March 11, 2010, YEP and the Company agreed to amend the Warrant Agreement to remove certain anti-dilution provisions. As a result, the Warrants were reclassified as equity and no revaluations were required subsequent to March 11, 2010. For the year ended June 30, 2010, non-cash charges of $4,276,472, were recorded in the consolidated statement of income.

Recent Accounting Pronouncements

On December 31, 2008, the Securities and Exchange Commission (“SEC”) published the final rules and interpretations updating its oil and gas reporting requirements. Many of the revisions are updates to definitions in the existing oil and gas rules to make them consistent with the petroleum resource management system, which is a widely accepted standard for the management of petroleum resources that was developed by several industry organizations. Key revisions include changes to the pricing used to estimate reserves, the ability to include nontraditional resources in reserves, the use of new technology for determining reserves, and permitting disclosure of probable and possible reserves. The SEC requires companies to comply with the amended disclosure requirements for annual reports for fiscal years ending on or after December 15, 2009. The SEC’s new rules were effective for the Company for the fiscal year ended June 30, 2010.

In January 2010, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (ASU) 2010-03,Extractive Activities Oil and Gas (Topic 932) — Oil and Gas Reserve Estimation and Disclosures, and in April 2010 issued ASU 2010-14,Accounting for extractive activities — Oil and Gas — Amendments—Amendments to paragraph 932-10-599-1,to align the oil and gas reserve estimation and disclosure requirements of FASB ASC Topic 932,Extractive Activities — Oil and Gas, with the requirements in the SEC’s new oil and gas reporting requirements. The ASU’s areASU was effective for the Company for the fiscal year ended June 30, 2010.

2. Restatement of Financial Information

Subsequent to the issuance of our 2010 annual report on Form 10-K, during the nine months ended March 31, 2011 we determined that our consolidated statement of cash flows for the year-ended June 30, 2010, reflected a foreign currency exchange loss in the line item “effect of exchange rate changes on cash and cash equivalents”, rather than including it with the adjustments to reconcile net income (loss) to net cash provided by operating activities. Because this is a non-cash expense included in net income, it should have been added back to net income in order to properly reconcile net income to cash provided by operating activities within the statement of cash flows. The exclusion of this adjustment to reconcile net income resulted in understating the net cash provided by operating activities and overstating the effect of exchange rate changes on our cash and cash equivalents line items within the statement of cash flows.

This error also affected our consolidated statement of cash flows for the six month periods ended December 31, 2010 and 2009, the three month periods ended September 30, 2010 and 2009, as well as the fiscal year ended June 30, 2009. This error did not affect our Balance Sheet or Statements of Operations for any of the prior periods impacted, nor did it affect the total cash increase or decrease reported for any of the periods impacted.

The statements of cash flows for the twelve months ended June 30, 2010 and June 30, 2009 as contained herein has been adjusted for the restatement discussed above. The following is a summary of the items reclassified on the originally issued Consolidated Statement of Cash Flows for the twelve months ended June 30, 2010 and June 30, 2009:

CONSOLIDATED STATEMENT OF CASH FLOWS

   June 30, 2010 
   As Previously
Reported
  Adjustments  As Restated 

Adjustments to reconcile net loss to net cash provided by operating activities:

    

Foreign currency exchange loss

  $—     $732,091   $732,091  

Net cash provided by operating activities

  $3,220,422   $732,091   $3,952,513  

Effect of exchange rate changes on cash and cash equivalents

  $2,613,893   $(732,091 $1,881,802  
   June 30, 2009 
   As Previously
Reported
  Adjustments  As Restated 

Adjustments to reconcile net loss to net cash provided by operating activities:

    

Foreign currency exchange loss

  $—     $951,458   $951,458  

Net cash provided by operating activities

  $9,239,052   $951,458   $10,190,510  

Effect of exchange rate changes on cash and cash equivalents

  $(6,162,679 $(951,458 $(7,114,137

3. Fair Value Measurements

The Company’s items to which fair value measurements apply are securities available for sale. Securities available for sale are classified as Level 1 in the fair value hierarchy. These investments are traded in active markets and quoted prices are available for identical investments.

Cash balances were $18,030,155$14,037,404 as of June 30, 20102011 and the remaining $15,561,379$6,379,221 was held in time deposit accounts in several Australian banks that have terms of 90 days or less, and are therefore classified as cash equivalents. The fair value of cash equivalents approximates carrying value due to the short term nature of those instruments. National AustraliaCommonwealth Bank Ltd. (“NAB”) holds 48%60% of the cash and cash equivalent balance.

Assets required to be measured at fair value on a nonrecurring basis include an unproved property with significant acquisition costs and certain drilling permits which we assessed for impairment. The fair value was based on the contracted selling price, which involved Level 3 inputs. See Impairment discussion on page 62.

The following table presents the amounts of assets carried at fair value at June 30, 2011 and 2010 by the level in which they are classified within the valuation hierarchy:

 

  Fair Value Measurements at Reporting Date Using  Fair Value Measurements Using Quoted Prices at 

Description

  Quoted Prices in Active
Markets for Identical Assets
Level 1
  Significant Other
Observable Inputs
Level 2
  6/30/11 in Active
Markets for Identical Assets
Level 1
   6/30/10 in Active
Markets for Identical Assets
Level 1
 

Securities available for sale

  $192,417  —    $238,070    $192,417  

The following table presents the amounts of assets carried at fair value at June 30, 2009 by the level in which they are classified within the valuation hierarchy:

Fair Value Measurements at Reporting Date Using

Description

Quoted Prices in Active
Markets for Identical Assets
Level 1
Significant Other
Observable Inputs
Level 2

Securities available for sale

903,924—  

3.4. Property and equipment

Property and equipment consisted of the following as of June 30:

 

  2010 2009   2011 2010 

Oil and gas properties

      

Subject to depletion

  $109,989,733   $110,977    $130,491,220   $109,989,733  

Not subject to depletion

   4,305,336    6,641  

Not subject to depletion (unproved)

   8,085,402    4,305,336  

Less assets held for sale

   (648,217  —       —      (648,217
         

 

  

 

 

Total costs

   113,646,852    117,617,555     138,576,622    113,646,852  

Less accumulated depreciation, depletion

   (94,516,696  (101,027,192   (114,907,383  (94,516,696
         

 

  

 

 

Net oil and gas properties

   19,130,156    16,590,363     23,669,239    19,130,156  
         

 

  

 

 

Land, buildings and equipment

   3,328,670    2,962,649     4,088,759    3,328,670  

Less accumulated depreciation

   (2,196,040  (2,024,762   (2,859,137  (2,196,040
         

 

  

 

 

Net Land, buildings and equipment

   1,132,630    937,887     1,229,622    1,132,630  
         

 

  

 

 

Field equipment

   5,843,939    868,504     6,390,383    5,843,939  

Less accumulated depreciation

   (192,742  (868,017   (2,135,061  (192,742
         

 

  

 

 

Net field equipment

   5,651,197    487     4,255,322    5,651,197  
  

 

  

 

 

Total property and equipment, net

  $25,913,983   $17,528,737    $29,154,183   $25,913,983  
         

 

  

 

 

MPC had the following amounts of depletion and depreciation costs related to oil & gas properties recorded in the consolidated statements of operations related to oil & gas properties for the years ended June 30:

 

  2010  2009  2008  2011   2010   2009 

Depletion and depreciation expense, Oil & Gas properties

  $4,507,582  $6,681,468  $17,903,334  $1,187,797    $4,507,582    $6,681,468  

Depletion and depreciation expense, all other assets

   172,658   104,484   117,902   1,139,020     172,658     104,484  
           

 

   

 

   

 

 

Total Depletion, Depreciation and Amortization

  $4,680,240  $6,785,952  $18,021,236  $2,326,817    $4,680,240    $6,785,952  
           

 

   

 

   

 

 

During the years ended June 30, 2011, 2010 2009 and 2008,2009, the depletion rate by field was as follows:

 

   2010  2009  2008
   Percent

Mereenie and Palm Valley (Australia)

  32.2  63.8  45.3

Nockatunga (Australia)

  —    64.6  66.5

Cooper Basin (Australia)

  —    13.3  35.9

Poplar Fields

  13.0  —    —  
   2011   2010   2009 
   Percent 

Mereenie and Palm Valley (Australia)

   *     32.2     63.8  

Nockatunga (Australia) — sold in 2010

   —       —       64.6  

Cooper Basin (Australia) — sold in 2010

   —       —       13.3  

Poplar Field

   1.7     13.0     —    

*Because we have no proved oil reserves for SEC reporting purposes and insignificant gas reserves in Australia, MPAL producing assets have been depleted down to salvage value.

Exploratory and Dry Hole Costs

Exploration and dry hole costs relate toare included in the exploration work performed on MPAL’s properties.consolidated statements of operations. Components of these costs are as follows (see Note 14 for a summary of MPAL’s required and contingent commitments for exploration expenditures):follows:

 

   Year ended June 30

Exploration and Dry Hole Costs

  2010  2009  2008

Farmout, Field Monitoring and Technical Costs

  $984,747  $1,807,129  $1,892,528

Seismic Data and Acquisition Costs (1)

   288,521   1,367,312   98,168

Dry Hole Drilling (2)

   —     5,765   1,328,114

Write off expired permits – U.K (3).

   —     295,731   —  
            

Total

  $1,273,268  $3,475,937  $3,318,810
            
   Years Ended June 30, 

Exploration and Dry Hole Costs

  2011   2010   2009 

MPAL — Australia

  $975,898    $713,690    $3,154,679  

MPAL — United Kingdom (1)

   1,401,807     559,578     321,258  

Popular Field (2)

   476,127     —       —    
  

 

 

   

 

 

   

 

 

 

Total

  $2,853,832    $1,273,268    $3,475,937  
  

 

 

   

 

 

   

 

 

 

 

(1)Seismic data costs related to the U.K. permits in 2010, Nockatunga fields in 2009, Cooper Basin and U.K. permits in 2008.
(2)Dry hole costs related mostly to Cooper Basin in 2008.
(3)June 30, 2009 includesIncludes a write off of expired U.K. permits of $295,000.$66,000 and $295,000 for June 30, 2011 and June 30, 2009, respectively.
(2)Includes a write off to expense of previously capitalized amounts of $32,000 for June 30, 2011.

Impairment LossLosses

Impairment losses included in the Consolidated Statement of Operations for June 30, 2011 totaled $173,400. The Company recorded impairment losses on Oil and Gas properties during 2011 of approximately $173,000, of which $122,861 relates to ATP 674 and 733 which were held for sale at June 30, 2010 and related to the Cooper Basin Asset Sales (See Note 10). The remaining loss of $50,539 was related to the decreased value of U.K. exploration permits and licenses that were recognized under purchase accounting (PEDL #126).

The Company recorded impairment losses during 2010 of approximately $2 million, of which $1.6 million of this amount related to its Udacha assets, PEL91 and 106, located in the Cooper Basin. This loss reflected the difference in the fair value, which was based on the expected sales price, and the net book value of the assets at December 31, 2009, and is reported as an impairment loss in the statement of income. These losses related to the MPAL segment.

In addition, the Company wrote down the value of its Dingo assets (approximately $213,000) and has written off the value of U.KU.K. permits that will not be renewed ($232,000).

An impairment loss of $63,740 was recorded in 2009 relating to the decreased value of U.K. exploration permits and licenses that were recognized under purchase accounting. The losses related to the exploration permits and licenses resulted from the ongoing exploration program which did not result in discovery of reserves.

These losses all related to the MPAL segment.

There was no impairment loss recorded for fiscal 2008.

4.5. Asset Retirement Obligations

A reconciliation of the Company’s asset retirement obligations for the years ended June 30, is as follows:

 

  2010 2009   2011 2010 

Balance at beginning of year

  $9,815,262   $11,596,084    $9,292,556   $9,815,262  

Liabilities incurred – acquisition of Nautilus (Note 11)

   1,649,000    —    

Liabilities incurred – acquisition of working interest (Note 11)

   667,218    —    

Liabilities settled

   —      —    

Liabilities incurred — acquisition of Nautilus

   —      1,649,000  

Liabilities incurred — acquisition of working interest

   50,414    667,218  

Accretion expense

   748,209    531,405     563,628    748,209  

Revisions to estimate (1)

   (2,231,849  (625,962   (128,805  (2,231,849

Sale of Cooper Basin assets

   (1,864,783  —       —      (1,864,783

Exchange effect

   509,499    (1,686,265   1,619,617    509,499  
         

 

  

 

 

Balance at end of year

  $9,292,556   $9,815,262    $11,397,410   $9,292,556  
         

 

  

 

 

 

(1)During the yearfiscal years ended June 30, 2011 and 2010, and 2009, changes in expectedto estimated restoration dates and costs resulted in decreases in total asset retirement obligations.

5.6. Capital and Stock-Based Compensation

On May 27, 2009,December 8, 2010, shareholders approved an amendment to the Company’s 1998 Stock Incentive Plan (the “Plan”(“The Plan”) whichto increase the authorized shares of common stock reserved for issuance an aggregateawards under the Plan by 2,000,000 shares, to a total of 5,205,0007,205,000 shares. These authorized shares of the Company’s common stock incan take the form of non-qualified stock options, Stockstock appreciation rights (SARs), restricted share awards, annual awards of stock to non-employee directors and performance based awards.

Options and non-vested shares

The Plan provides for non-qualified options to be issued with an exercise price of not less than fair value of the stock price on the date of the award and for a term of not greater than ten years. The option expense is recognized in the statement of operations in salaries and benefits using the accelerated method for the time-based awards with graded vesting and over the derived term for Performance based options (PBO’s). The time-based stock options vest in equal annual installments over the vesting period, which is also the requisite service period. The Company determines the fair value of all time based options at the date of grant using the Black-Scholes option pricing model using the “simplified” life method to determine the expected term. The “simplified method” is appropriate for companies with insufficient historical exercise data to provide a reasonable basis upon which to estimate the expected term. Option valuation models require the input of certain assumptions including the expected stock price volatility. Stock price volatility is estimated based upon the Company’s historic stock price volatility. Time based stock options are generally granted with a 3-year vesting period and a 10-year term. All options vest in full in the event of a change of control of the Company.

As of June 30, 2010, 800,0002011, 1,270,000 options were available for future issuance under the Plan. However, effective August 2, 2010 the Company awarded the remaining 800,000 available options to its new Chief Financial Officer.

The following is a summary of option transactions for the three years ended June 30, 2010:2011:

 

Options Outstanding

  Expiration
Dates
  Number of
Shares
  

Exercise Prices ($)

annual weighted avg. price

  Fair Value at
Grant Date
  Expiration
Dates
   Number of
Shares
 

Exercise Prices ($)

annual weighted avg. price

  Weighted average
Grant Date Fair Value
 

June 30, 2008

    530,000  (1.51 weighted average price)       530,000   ($1.51 weighted average price)  

Awarded

  Dec. 2018  2,712,500   1.20  $1,881,362   Dec. 2018     2,712,500   1.20  
             

 

    

June 30, 2009

    3,242,500  (1.25 weighted average price)       3,242,500   ($1.25 weighted average price)  $0.69  

Awarded

  July 2019  387,500   1.20  $330,337   July 2019     387,500   1.20  

Awarded

  Oct. 2019  150,000   1.40  $115,868   Oct. 2019     150,000   1.40  

Awarded

  Dec. 2019  100,000   1.72  $95,725   Dec. 2019     100,000   1.72  
             

 

    

June 30, 2010

    3,880,000  (1.26 weighted average price)       3,880,000   ($1.26 weighted average price)  $0.85  

Awarded

   Aug. 2020     400,000   1.84  

Awarded (1)

   Aug. 2020     400,000   1.84  

Awarded

   April 2020     700,000   2.24  

Awarded

   April 2021     250,000   2.41  

Exercised

     (30,000 1.45  

Forfeited (1)

     (400,000 1.84  
             

 

    

June 30, 2011

     5,200,000   ($1.49 weighted average price)  $1.10  
    

 

    

(1)These 400,000 options issued this fiscal year were forfeited as a result of the termination of the Evans Shoal agreement, see Note 12.

The weighted average remaining contractual term as of June 30, 20102011 is 8.17.64 years.

Summary of Options Outstanding at June 30, 20102011

 

  Expiration
Dates
  Total Awarded  Total Vested
and
exercisable
  Exercise
Prices ($)

Fiscal year 2004

  Jul. 2014  30,000  30,000  1.45

Year Awarded

  Expiration
fiscal year
   Total Awarded   Total Vested
and
exercisable
   Exercise
Prices ($)
 

Fiscal year 2006

  Nov. 2015  400,000  400,000  1.60   2015     400,000     400,000     1.60  

Fiscal year 2008

  Feb. 2018  100,000  100,000  1.16   2018     100,000     100,000     1.16  

Fiscal year 2009

  Dec. 2018  2,712,500  —    1.20   2019     2,712,500     2,100,000     1.20  

Fiscal year 2010:

  Jul. 2019  387,500    1.20   2020     387,500     300,000     1.20  
  Oct. 2019  150,000    1.40   2020     150,000     75,000     1.40  
  Dec. 2019  100,000    1.72   2020     100,000     50,000     1.72  
             

 

     

Total fiscal year 2010

    637,500  1,700,000  

Fiscal year 2011:

   2020     700,000     233,332     2.24  
             2021     400,000       1.84  
    3,880,000  2,230,000     2021     250,000       2.41  
              

 

     

Total fiscal year 2011

     1,350,000      
    

 

   

 

   
     5,200,000     3,258,332    
    

 

   

 

   

AllThe weighted average exercise price of the options have been issued with an exercise price equal to or greater thanvested shares is $1.33.

Summary of Unvested Options at June 30, 2011

   Options  Weighted Avg.
Grant Date
Fair Value ($)
 

Unvested Options at June 30, 2010

   1,650,000    0.76  

Vested during current year

   (1,058,332  0.83  

Granted during current fiscal year

   1,750,000    1.10  

Forfeited during current fiscal year

   (400,000  0.92  
  

 

 

  

Unvested Options at June 30, 2011

   1,941,668    0.90  
  

 

 

  

Total non-cash compensation costs included in the fair valueconsolidated statements of the Company’s stock at the date of the award, which may differ from the grant date usedoperations in salaries and benefits was $1,611,182, $1,805,056 and $83,560 for accounting purposes. For the years ended June 30, 2011, 2010, and 2009 respectively. Additional non-cash charges related to non-employee options of $58,878, $398,088 and 2008,$0.00 is included in the Company recorded stock-based compensation expenseconsolidated statements of operations in other administrative expenses for the cost of stock options of $1,797,366, $83,560,years ended June 30, 2011, 2010, and $63,141 pretax and post tax of $1,528,495, $83,560 and $63,141,2009 respectively. These expenses have no effect on cash flow. As of June 30, 2011, 2010, 2009 and 2008,2009 there was $645,320, $1,797,802$1,084,997, $1,448,257 and $0$1,797,941 of total unrecognized compensation costscost related to stock options.

At The June 30, 2010 the Company had 8,127,826 options and warrants outstanding that had an exercise price below the2011 unrecognized compensation will vest over weighted average stock price for the periods that resulted in 1,634,797 incremental dilutive shares for the respective periods. The Company also had 208,334 non-vested shares of company stock that were non-dilutive at June 30, 2010. There were no other potentially dilutive items at June 30, 2010.1.09 years.

During the next fiscal year ended June 30, 2011, an additional 825,000 of the above30,000 options will vest.

were exercised by a former executive officer. The intrinsic value for those options was $43,200. No options were exercised in fiscal years 2010 2009, 2008.and 2009.

During the year ended June 30, 2011, 400,000 options were forfeited. These options were issued to the Company CFO in August 2010. Non-cash stock compensation expense of $266,739 was recorded in the nine months ended March 31, 2011 relating to these options. The total expense was reversed at June 30, 2011. The PBO’s were to vest in full upon the completion of the planned purchase by MPAL of an ownership interest in the Evans Shoal field, which did not occur (see Note 12).

During the current fiscal year ending June 30, 2012, an additional 1,274,998 of the above unvested options are expected to vest.

The aggregate intrinsic value of the 5,200,000 options outstanding was $3,405,840 at June 30, 2011. The aggregate intrinsic value of the 3,258,332 vested options outstanding at June 30, 2011 was $2,649,697.

Non-employee options

OfIn fiscal year 2010, the 637,500Company granted 262,500 time-based options, awarded in the year ended June 30, 2010, 387,500 (262,500 time based and 125,000 performance based options (PBO) that included a market condition) were issuedwith an exercise price of $1.20 per share to a consultant of the Company.non-employee consultant. There were no non-employee options awarded in 2008fiscal year 2009 or 2009.2011.

Since these options were issued to a non-employee, the Company determineddetermines their fair value at the end of each reporting period until the measurement date.options vest. The option expense is recognized in the statement of operations under other administrative expenses using the accelerated method for the time-based awards with graded vesting and over the derived term for PBO’s.

The fair value of these time-based options at June 30, 20102011 was determined to be $358,951$313,011 based on the Black-Scholes valuation model using the following assumptions:

 

   March 31, 2010June 30, 2011

Fair value measurement date

June 30, 2011

Number of shares

262,500  

Risk free interest rate

  2.712.69

Expected life

  8.587.58 yrs  

Expected volatility (based on historical price)

  6261.38

Expected dividendExercise price

 $      01.20

Fair value at period end

$313,011

Vest beginning

February 2, 2010

Expire on

February 2, 2019  

The expected life of the time-based optionsthese time based awards is the remaining contractual term.

Employee and director option and share based compensation

The Company’s compensation policy is designed to provide the Company’s directors with a portion of their annual Board compensation in the form of equity. The number of shares for each director award is, however, subject to a maximum annual cap of 15,000 shares. The Company recorded non-cash charges of $398,097 relatedissued 90,000 shares in January 2011, pursuant to these time based options forthis policy.

During the fiscal year ended June 30, 2010. There were no non-employee options awarded in 2009 or 2008. Unrecognized compensation for these options was $139,592 as of June 30, 2010. The time-based stock options vest in equal annual installments over the vesting period, which is also the requisite service period.

During the year ended June 30, 2010, the PBOs of the consultant vested upon the attainment of the market condition.

Due to the attainment of the market condition, the Company changed from a valuation approach that was appropriate for the market-conditioned based options to the Black-Scholes method for final measurement, which is consistent with the treatment of other similar instruments issued by the Company.

The fair value of the PBO’s was measured on the date vesting occurred, March 2, 2010. Based on the Black-Scholes valuation model, the fair value was determined to be $178,738. The Company recorded non-cash charges of $178,738 during the twelve months ended June 30, 2010, related to the PBOs. The variables and assumptions used in this calculation at March 2, 2010, were as follows:

   March 2, 2010 

Risk free interest rate

  3.20% 

Expected life

  8.8 yrs 

Expected volatility (based on historical price)

  63% 

Expected dividend

  $     0 

Employee options

During the year ended June 30, 2010, 250,0002011, 650,000 stock options were issued to employees as time-based options. Another 400,000 options were granted to an employee as performance based options, however these 400,000 shares were forfeited as part of the dissolution of the Evans Shoal Transaction (Note 12). Another 700,000 options were issued to the Company’s directors during the current fiscal year.

The Company determineddetermines the fair value of the time based options at the date of grant using the Black-Scholes option pricing model forusing the time based options.“simplified” life method. Option valuation models require the input of certain assumptions including the expected stock price volatility. The assumptions used to value the Company’s time based grants were as follows:

 

  Oct. 1, 2009 Dec. 15, 2009  May 27, 2009 Feb. 18, 2008 Nov. 28, 2005   Employee Employee Employee Director 
  Time based Time based PBO (1) Time based 

Grant Date

   4/25/2011    8/2/2010    8/2/2010    12/8/2010  

Number of shares

   250,000    400,000    400,000    700,000  

Risk free interest rate

   2.43  2.62   2.82  3.20  4.58   2.43  2.23  1.64  2.07

Expected life

   5.75    5.75   6 yrs    5 yrs    5 yrs     6.00yrs   6.00yrs   5.00yrs   5.52yrs 

Expected volatility (based on historical price)

   .620    .625   .650    .611    .627     58.18  61.54  56.00  55.23

Expected dividend

  $0   $0  $0   $0   $0  

Exercise price

   $      2.41    $      1.84    $      1.84    $      2.24  

Fair Value

   $334,274    $432,399    $      N/A    $719,049  

Vest beginning

   April 25, 2012    August 2, 2011    N/A    April 1, 2011  

Expire on

   April 25, 2021    August 2, 2020    N/A    April 1, 2020  

The expected life of the time based employee options was determined under the “simplified” method.

(1)these PBO’s were forfeited during the year ended June 30, 2011.

The time based stock options vest in equal annual installments over the vesting period, which is also the requisite service period. Time based stock options are generally granted with a 3-year vesting period and a 10-year term. The 400,000 options granted to Directors on November 28, 2005 and 100,000 on February 18, 2008 each vested immediately.

All options vest in the event of change of control of the Company.

Vesting criteria of PBOs are determined by the Company’s compensation committee. The Monte Carlo model was used to value the PBO’s. A Monte Carlo simulation allows for the analysis of a complex security through statistical measures applied to a model that is simulated thousands of times to build distributions of potential outcomes. The variables and assumptions used in this calculation were as follows:

May 27, 2009

Risk free interest rate

3.71

Expected volatility (based on historical price)

70

Expected dividend

$     0

Closing stock price as of May 27, 2009

$1.23

Term

10 years

Days until expiration (per annum)

252 days

Steps until expiration

2,520

Probability of performance criteria occurring over term of options:

Monetization of uncontracted reserves

25% – 60

Change of control

10% – 50

As of March 2, 2010, the Company’s stock closed at or above $1.50 per share for sixty (60) consecutive days. According to the provisions of the option agreement, the 875,000 employee PBO’s vested in full upon the attainment of this market condition.

As of June 30, 2010 there were 1,400,000 unvested options outstanding under the Plan with a weighted average fair value at grant date of award of $1.20 per share, 150,000 unvested options outstanding under the Plan with a weighted average fair value at grant date of award of $1.40 per share, and 100,000 unvested options outstanding under the Plan with a weighted average fair value at grant date of award of $1.72 per share.

On March 31, 2010, the Company awarded 700,000 options to its directors. All of these options are subject to shareholder approval at the annual shareholders’ meeting to be held in November of 2010. As this approval is pending, there is no grant date for accounting purposes and, consequently, there was no financial statement impact during the year ended June 30, 2010. The options have an exercise price of $2.24, vest evenly over 3 years beginning April 1, 2011 and expire on April 1, 2020.

On March 31, 2010, the Company also awardedgranted to its directors 350,000 non-vested shares of the Company common stock which vest over 3 years. The aggregate grant date fair value of these shares was $784,000. Of these shares, 141,666 vested on April 1, 2010, and 104,167 vestvested on April 1, 2011 and 104,167 will vest on April 1, 2012. Compensation expense of $405,787 was recorded for year ended June 30, 2010 and is included in the statements of operations for the periods then ended. Unrecorded compensation expense for these non-vested shares was $378,213 as of June 30, 2010.

6.7. Income Taxes

Components of (loss) income (loss) before income taxes by geographic area (in thousands) are as follows:

 

  Years Ended June 30,   Years Ended June 30, 
  2010 2009 2008   2011 2010 2009 

United States

  $(8,456 $(3,845 $(2,119  $(6,780 $(8,456 $(3,845

Foreign

   9,644    6,708    7,558     (20,517  9,644    6,708  
            

 

  

 

  

 

 

Total

  $1,188   $2,863   $5,439    $(27,297 $1,188   $2,863  
            

 

  

 

  

 

 

Reconciliation of the provision for income taxes (in thousands) computed at the Australian statutory rate to the reported provision for income taxes is as follows:

 

   Years Ended June 30, 
   2010  2009  2008 

Tax provision computed at statutory rate (30)%

  $356   $859   $1,632  

MPC (parent company) nontaxable losses

   —      1,154    636  

Non-taxable Australian revenue

   (953  (342  (443

Increase in valuation reserve for foreign (UK) exploration expenditures

   302    382    271  

Australian Taxation Office settlement (a)

   —      —      12,085  

Rate differential on MPC book loss

   (338  (154  —    

MPC capitalized facilitation costs

   201    268   —    

MPC taxable dividend from MPAL, net of foreign tax credits

   1,690    —      —    

Nondeductible warrant and stock related compensation

   2,203    —      —    

MPC decrease in valuation reserve

   (648  —      —    

Other

   (167)  31    149  
             

Consolidated income tax provision

  $2,646   $2,198   $14,330  
             

Current income tax provision

  $1,724   $3,816   $18,872  

Deferred income tax benefit

   922    (1,618  (4,542
             

Consolidated income tax provision

  $2,646   $2,198   $14,330  
             

Effective tax rate

   223  77  263
             

(a)See discussion below under Australia.

   Years Ended June 30, 
   2011  2010  2009 

Tax provision computed at statutory rate (30)%

  $(8,088 $356   $859  

MPC (parent company) nontaxable losses

   —      —      1,154  

Non-taxable Australian revenue

   (822  (953  (342

Change in valuation allowance

   17,135    (346  382  

Rate differential on MPC book loss

   (271  (338  (154

MPC capitalized facilitation costs

   106    201    268  

MPC taxable dividend from MPAL, net of foreign tax credits

   932    1,690    —    

Nondeductible warrant and stock related compensation

   —      2,203    —    

MPC adjustment to foreign tax credit carryforward

   (3,411  —      —    

Other

   (440  (167  31  
  

 

 

  

 

 

  

 

 

 

Consolidated income tax provision

  $5,141   $2,646   $2,198  
  

 

 

  

 

 

  

 

 

 

United Stated current tax (benefit) provision

  $(127 $375   $—    

Foreign current tax (benefit) provision

   (87  1,349    3,816  
  

 

 

  

 

 

  

 

 

 

Current income tax (benefit) provision

  $(214 $1,724   $3,816  
  

 

 

  

 

 

  

 

 

 

United States deferred income tax (benefit) provision

  $(195 $195   $—    

Foreign deferred income tax provision (benefit)

   5,550    727    (1,618
  

 

 

  

 

 

  

 

 

 

Deferred income tax provision (benefit)

  $5,355   $922   $(1,618

Consolidated income tax provision

  $5,141   $2,646   $2,198  
  

 

 

  

 

 

  

 

 

 

Effective tax rate

   (19)%   223  77
  

 

 

  

 

 

  

 

 

 

Significant components of the Company’s deferred tax assets and liabilities (in thousands) were as follows:

 

  June 30,
2010
 June 30,
2009
   June 30,
2011
 June 30,
2010
 

Deferred tax liabilities

      

Stepped up basis of oil and gas properties

  $(1,046 $(1,842  $(690 $(1,046

Other

   (195  (82   (901  (195
         

 

  

 

 

Total deferred tax liabilities

  $(1,241 $(1,924  $(1,591 $(1,241
         

 

  

 

 

Deferred tax assets

      

Acquisition and development costs

   3,045    2,752     3,234    3,045  

Asset retirement obligations

   2,127    2,945     2,993    2,127  

Net operating losses and foreign tax credits

   3,122    3,562  

United Kingdom exploration costs

   1,545    1,274  

Stock options

   —      211  

Net operating losses, capital loss carryforwards and foreign tax credits

   12,188    3,122  

United Kingdom exploration costs and net operating losses

   2,358    1,545  

Stock option compensation

   1,673    —    

Interest

   539    539     539    539  

Other

   280    575     947    280  
         

 

  

 

 

Total deferred tax assets

   10,658    11,858     23,932    10,658  
         

 

  

 

 

Valuation allowance (1)

   (5,206  (5,586   (22,341  (5,206
         

 

  

 

 

Net deferred tax assets

  $4,211   $4,348    $—     $4,211  
         

 

  

 

 

 

(1)

The Company records a valuation allowance for deferred tax assets when management believes it is more likely than not that such assets will not be recovered. The valuation allowance decreased from the priorcurrent year due to utilization of net operating losses in the US offset by an increase in the valuation allowance forof

$17,135 is primarily due to a valuation allowance recorded against the Company’s Australian deferred tax benefitassets. In evaluating the ability to recover these deferred tax assets, we considered all available positive and negative evidence, giving greater weight to the recent current loss, the absence of taxable income in the carryback period and the uncertainty regarding our ability to project financial results in future periods. Additionally, consistent with prior periods, the valuation allowance related to the Company’s U.S. and U.K. deferred tax assets increased due to the generation of U.S. net operating losses, U.S. foreign tax credits, tax benefits from U.K. exploration costs.costs and U.K. net operating losses.

Tax years that remain subject to examination are 1991, 1992, 1999, 2000, 2002 and 20062005 and forward for the United Sates. Tax years that remain subject to examination for Australia are 20062007 and forward for returns excluding issues previously under audit and 1997 and forward for amendment on issues previously under audit.

United States

At June 30, 2010,2011, the Company had a net operating loss and foreign tax credit carry forwards for federal and state income tax purposes, respectively, which are scheduled to expire periodically as follows (in thousands):

 

   Net Operating Losses  Foreign
Tax Credit
   Paroo USA
Federal
  MPC
Federal
  MPC
State
  MPC
Federal

Expires:

        

2010

  $1,669  $—    $—    $—  

2011

   1,764   —     —     —  

2012

   2,856   —     —     —  

2013

   230   —     —     —  

2019

   96   —     —     —  

2020

   —     —     —     362

2021

   25   —     56   —  

2022

   74   67   302   —  

2023

   3   —     359   —  

2024

   2   —     —     —  

2025

   1   296   1,058   —  

2026

   —     1,374   1,341   —  

2027

   —     —     1,462   —  

2028

   —     2,071   2,057   —  

2029

   —     —     2,974   —  
                

Total

  $6,720  $3,808  $9,609  $362
                

   Net Operating Losses   Foreign
Tax Credit
 
   Paroo USA
Federal
   MPC
Federal
   MPC
State
   MPC
Federal
 

Expires:

        

2011

  $1,764    $—      $—      $—    

2012

   2,856     —       —       —    

2013

   230     —       —       —    

2019

   96     —       —       —    

2020

   —       —       —       2,847  

2021

   25     —       —       925  

2022

   74     —       —       —    

2023

   3     —       —       —    

2024

   2     —       —       —    

2025

   1     —       —       —    

2031

   —       3,414     —       —    

2033

   —       —       3,414     —    
  

 

 

   

 

 

   

 

 

   

 

 

 

Total

  $5,051    $3,414    $3,414    $3,772  
  

 

 

   

 

 

   

 

 

   

 

 

 

For financial reporting purposes, a full valuation allowance has been recognized to offset the deferred tax assets related to the U.S. state tax loss carry forwards and foreign tax credit carry forwards as it is more likely than not that under current circumstances such assets will not be recovered.

Australia

The netgross deferred tax asset at June 30, 2010,2011, consists of $3,045,000 primarily relating toof acquisition and development costs, and $2,127,000 primarily relating to asset retirement obligations, net operating and capital loss carryforward and other assets which will result in tax deductions when paid. Australian net operating and capital losses carryforward indefinitely.

As previously disclosed,For financial reporting purposes, a full valuation allowance has been recognized to offset the Australian Taxation Office (“ATO”) conducted an audit of the Australian incomedeferred tax returns of MPAL and its wholly owned subsidiaries for the years 1997-2005. The ATO audit focused on certain income tax deductions claimed by Paroo Petroleum Pty. Ltd. (“PPPL”), a wholly-owned subsidiary of MPALassets related to the write-off of outstanding loans made by PPPL to other entities within the MPAL group of companies. As a result of the settlement reached with the ATO, the Company recorded taxes and interest in the amount of (US) $13,252,469 ($0.31 per share)Australian deferred tax assets, as part of the income tax provision for the year ended June 30, 2008 which included (US) $2,725,110 of interest net of the tax benefit related to the interest deduction. No additional interest related to tax matters was recorded for the year ended June 30, 2009.it is more likely than not that under current circumstances such assets will not be recovered.

There are no significant uncertain tax positions for fiscal 20102011 and 2009.2010.

The Company has not provided United States income taxes on unremitted foreign earnings as those earnings are considered indefinitely invested. Determination of the amount of unrecognized deferred tax liability related to investment in foreign subsidiaries is not practicable.

7.8. Debt

The Company’s long-term debt consists of the following:

 

  June 30,
2010
  June 30,
2011
 

Note payable to bank in monthly installments of $36,500 plus interest, at variable rate through 2011

  $660,220

Loans payable, varying terms through 2012, collateralized by vehicles

   23,795
   
   684,015

Note payable to bank in monthly installments of varying amounts plus interest, at 6.25% through June 25, 2014

  $1,422,438  

Less current portion

   451,585  $552,000  
     

 

 

Long-term debt, excluding current portion

  $232,430  $870,438  
     

 

 

The following is a summary of principal maturities of long-term debt:

 

Less than 1 year

  $451,585  $552,000  

Two years

  $232,430

One to Three years

  $870,438  

Three to Five years

  $—    
  

 

 

Total

  $1,422,438  
  

 

 

Short Term Borrowing

  $500  

The variable rate of the note is based upon the Wall Street Journal Prime Rate (the index). The index currently is 3.250%,was 3.25% as of June 30, 2011 resulting in an interest rate of 6%6.25% per annum as of June 30, 2010.2011. Under the note payable and line of credit, Nautilus is subject to both financial and non-financial covenants. The financial covenant includes maintaining a debt service coverage ratio, as defined, of 1.2 to 1.0, which is calculated based on theNautilus’ annual tax return. As of June 30, 2011, based upon its FY 2010 tax return, Nautilus was in compliance with the financial covenant.

The Company also has a demand note payable with the same bank, classified as short term debt, which consists of advances under a $750,000$1,000,000 working capital line of credit. The total amount due on the line at June 30, 2011 was $500. The line bears interest at a variable rate and iswhich was 6.50% as of June 30, 2010. This2011. A portion of this revolving line of credit, matures on March 31, 2011.$25,000, secures a letter of credit that is in favor of the Bureau of Land Management and another $25,000 of this revolving line of credit will secure a business credit card used by Nautilus. As of June 30, 2011, $949,500 is available under this line of credit.

The note payable to bank, letter of credit and the demand note payable are collateralized by first mortgages and assignment of production for the East Poplar and Northwest Poplar Fields and isare guaranteed by Magellan Petroleum Corporation up to $2,000,000.$6,000,000, not to exceed the amount of principal owed.

The debt referred to above is the debt of Nautilus.

The carrying amount of the Company’s long term debt approximates its fair value, because of the variable rate, which resets based on the market.market rates.

8.9. Geographic Information

As of each of the stated dates, the Company’s revenue and long-lived assets (in thousands) were geographically attributable as follows:

 

  Years Ended June 30,
  2010  2009  2008  2011   2010   2009 

Revenue:

            

Australia

  $25,908  $28,027  $40,662  $12,775    $25,908    $28,027  

United States

   2,594   —     —     5,383     2,594     —    

Other Foreign Geographic areas

   23   164   233   19     23     164  
           

 

   

 

   

 

 
  $28,525  $28,191  $40,895  $18,177    $28,525    $28,191  
           

 

   

 

   

 

 

Long-lived assets:

            

Australia

  $22,682  $20,317  $31,577  $7,134    $22,682    $20,317  

United States

   19,354   660   8   21,660     19,354     660  

Other Foreign Geographic areas

   1,638   1,477   883   5,260     1,638     1,477  
           

 

   

 

   

 

 
  $43,674  $22,454  $32,468  $34,054    $43,674    $22,454  
           

 

   

 

   

 

 

Substantially all of MPAL’s gas sales were to the Power and Water Corporation of the Northern Territory of Australia. Oil sales during fiscal 20102011 were 47.40%66.6% to the Santos group of companies, 14.70%20.2% to the Beach Petroleum group of companies and 9.40%13.2% to Origin Energy Resources and 28.5% to IOR Energy.Resources.

Nautilus Poplar – Presently, all of the oil production from the East Poplar Unit and the Northwest Poplar Oil Field is being trucked to a terminal in Reserve, MT and sold to Nexen, Inc..by Plains Marketing L.P., the buyer.

9.10. Sale of Cooper Basin Assets and Assets heldHeld for Sale

During the year ended June 30, 2010 the Company entered into agreements to sell all of its assets located in the Cooper Basin, Australia. The proceeds from the series of transactions to sell the Cooper Basin assets, which includes Nockatunga, Kiana, and Aldinga oil fields and other miscellaneous exploration licenses (subject to final sale agreements) are expected to total AUS $9.975 million, subject to final accounting adjustments. These assets, which related to the MPAL reporting segment, were disposed of because they are non-core to our strategies. All of these properties were previously carried in property and equipment at $20,684,459, net of accumulated depletion of $17,094,936.

The Cooper Basin Assets included the Nockatunga, Kiana and Aldinga oil fields and certain exploration licenses were sold in the twelve months ended June 30, 2010.licenses. The Company recorded a gain of approximately $6.8 million ($4.8 million net of tax) for the twelve monthsyear ended June 30, 2010, related toand is reported on the (gain) loss on sale of these assets.assets line item in the Consolidated Statement of Operations.

The sale of the remaining Cooper Basin Assets, which includes certain associated exploration licenses, is expected to bewas completed in the near term.current year ended June 30, 2011. These assets and the related liabilities arewere included in assets held for sale and liabilities related to assets held for sale.sale at June 30, 2010. The Company recorded a gain of $937,000 ($656,000 net of taxes) in the year ended June 30, 2011 related to the sale of these assets and is reported on the (gain) loss on sale of assets line item in the Consolidated Statement of Operations.

The Company also recorded an impairment loss in the year ended June 30, 2010 of approximately $2 million. Of this amount, $1.6 million related to its Udacha assets, PEL91 and 106, located in the Cooper Basin.

This loss In the year ended June 30, 2011, an additional impairment of $122,000 related to ATP 674 & 733 was recorded. These impairments reflected the difference in the fair value, which was based on the expected sales price, and the net book value of the assets as of the dates each sale finalized, during the year ended June 30, 2010, and is reported as an impairment loss in the statementConsolidated Statement of income.Operations.

Assets held for sale at June 30,

11. Financing Arrangements with Young Energy Prize S.A.: Purchase Agreement, Investment Agreement and Related Amendments

Purchase Agreement and Related Amendments

On August 5, 2010, consiststhe Company executed a Securities Purchase Agreement (the “Second Purchase Agreement”), an Investor’s Agreement and a Memorandum of Agreement to finalize the terms of its second Private Investment in a Public Equity (“PIPE”) with its largest stockholder, Young Energy Prize S.A. (“YEP”), a Luxembourg corporation. Mr. Nikolay Bogachev, a director of the following:Company since July 2009, is the President and CEO of YEP as well as an equity owner of YEP.

The Purchase Agreement involves the issuance and sale of up to 5.2 million new Shares to YEP and/or one or more of its affiliates in return for (US) $3.00 per new share issued and sold for an aggregate purchase price of $15.6 million (“Investment Transaction”). Pursuant to the terms of the Second Purchase Agreement, the Company is required to use the proceeds from the Investment Transaction to close the Evans Shoal Transaction. On February 11, 2011, the Company and YEP executed a First Amendment to Securities Purchase Agreement (“First Amendment”). The First Amendment provides for a final closing of the Investment Transaction on or before June 15, 2011 to the extent that; (i) the Evans Shoal Transaction does not close as contemplated by the Amended Asset Sales Deed; and (ii) the failure to close the Evans Shoal Transaction results in the failure of the Company to recover an additional (AUS) $10 million deposit made towards the purchase price set forth in the Asset Sales Deed (the “Deposit Back Stop”). On February 17, 2011, the Company and YEP executed a Second Amendment to Securities Purchase Agreement (“Second Amendment”) to clarify that the Deposit Back Stop set forth in the First Amendment and states that the funding contemplated by the First Amendment would not be withheld to the extent that the Company fails to satisfy any condition precedent set forth in the Second Purchase Agreement if such non-satisfaction is reasonably attributable to the failure to close the Evans Shoal Transaction.

Oil and gas properties

  $648,217  

Liability related to assets held for sale

   (194,465
     

Assets held for sale

  $453,752  
     

Since the Amended Asset Sales Agreement has been terminated, and MPAL has received back the additional $10 million deposit, the Investment Transaction has not closed. The Company and YEP are in the process of terminating the Securities Purchase Agreement as amended by the First and Second Amendments.

10.Investment Agreement and Related Amendment

On February 11, 2011, the Company and YEP, executed an Investment Agreement to document the terms of additional financing to be provided by YEP to the Company in order to facilitate the closing of the Evans Shoal Transaction. On February 17, 2011, the Company and YEP executed an amendment to the Investment Agreement in the form of a side letter (“Side Letter”).

Under the Investment Agreement, YEP shall provide funding to the Company required for the completion of the Evans Shoal Transaction in the amount of approximately (AUS)$85.45 million, which shall include the proceeds of the (U.S.)$15.6 million provided by the Investment Transaction, and of which (AUS)$10 million will be paid to the Company in reimbursement of the additional (AUS) $10 million deposit made towards the purchase price set forth in the Amended Asset Sales Deed, plus 50% (up to a cap of (US) $3.5 million) of all out-of-pocket costs and expenses incurred by the Company, MPAL and YEP associated with the Evans Shoal Transaction. The Investment Agreement states that the funding of the (AUS) $85.45 million by YEP is contingent upon the requirements and conditions of the Evans Shoal Agreement being satisfied or waived.

The Investment Agreement also outlines: (i) the Acquisition and Reorganization Plan (“Plan”) which structures the direct or indirect participation of the Company and YEP in Santos’ 40% interest in the Evans Shoal natural gas field (NT/P48) to be acquired pursuant to the Evans Shoal Transaction (“Evans Shoal Interest”); (ii) the basis on which post-completion payments required to be made by MPAL to Santos under the Amended Asset Sales Deed will be funded by the Company and YEP; and (iii) the Company and YEP’s obligations to implement and fund the development of the Evans Shoal Interest (“Project”).

The Side Letter clarifies the Investment Agreement by providing that the Company and not YEP shall be responsible for the payment of all third party out-of-pocket transaction costs and expenses incurred by the

Company, YEP and MPAL with respect to the Evans Shoal Transaction (“Costs”) to the extent that the Evans Shoal Transaction does not close and the Investment Transaction closes. The Letter also clarifies that such Costs include those relating to the financing of Evans Shoal Transaction and the Investment Transaction.

Since the Amended Asset Sales Agreement has been terminated, the transactions contemplated by the Investment Agreement have not closed. The Company and YEP are in the process of terminating the Investment Agreement, as amended by the Side Letter.

In connection with the unwinding of the Evans Shoal Transaction, the Company and Santos executed agreements to transfer their interests in the Amadeus licenses with a resulting ownership interest by the Company of 100% of the Palm Valley and Dingo gas fields. (See Note 20).

12. Evans Shoal Agreement

On March 25, 2010, MPAL entered into an agreement with Santos Limited (Santos)Offshore Pty Ltd (“Santos”) on March 25, 2010 (“Assets Sale Deed”), to purchase Santos’ 40% interest in the Evans Shoal natural gas field (NT/P48), located in the Bonaparte Basin offshore Northern Australia.

(“Evans Shoal Transaction”). Under the agreement, Magellan is obligatedAsset Sales Deed, the Company agreed to pay Santos a time-staged cash consideration equal to (AUS) $100 million for its 40% interest in the Evans Shoal on or before December 25, 2010. Magellan wouldfield which included a (AUS) $15 million deposit. The Company also agreed to pay additional contingent payments to Santos of (AUS) $50 million upon a favorable partner vote on any final investment decision to develop the Evans Shoal field and a further (AUS) $50 million upon first stabilized gas production from NT/P 48.the field. Closing and completion of the purchase iswas subject to regulatory and other approvals and is expected to occur in December 2010.

In the event the Company is unable to make the required payment on or before December 25, 2010 or to extend the time, under certain circumstances the Company could lose its rightsapprovals. The Australian Foreign Investment Review Board indicated it had ‘no objection’ to the (AUS) $15 million deposit.acquisition of Santos’ interest by Magellan.

The Company is currently working toward initiatives including but not limited to; new equity financing options, private investment and or partner contributions to meetAsset Sales Deed was amended by the financial commitments related to this agreement. The first segmentJanuary 31, 2011 Deed of Variation (“Amended Asset Sales Deed”) which extended the closing date of the transactionEvans Shoal Transaction through to May 31, 2011 in exchange for (1) MPAL’s release to Santos of the initial A$15 million escrow deposit payment made towards the purchase price (“First Escrow Amount”) and (2) an additional A$10 million escrow account deposit towards the purchase price (“Second Escrow Amount”). While the Amended Asset Sales Deed provided that the payment of the Second Escrow Amount would be made in accordance with the terms of the Amended Asset Sales Deed which provided certain defined circumstances under which MPAL was entitled to reimbursement of the deposit, the Deed of Variation re-classified the First Escrow Amount as non-refundable.

On July 21, 2011, Santos and MPAL executed a cash deposit of (AUS) $15 million (U.S. $12.9 million) which is included inRelease Agreement to (1) terminate the consolidated balance sheet at June 30, 2010. In certain circumstances the Company could lose its rightsAmended Asset Sales Deed and (2) resolve all outstanding issues relating to the deposit.

The Company’s exposureAmended Asset Sales Deed. Under the Release Agreement, MPAL received back the Second Escrow Deposit, plus all interest accrued on that amount from the date of deposit to market risk relates to fluctuations in foreign currency and world prices for crude oil, as well as market risk related to investment in marketable securities. The exchange rates between the Australian dollardate of release and the U.S. dollar, have changed in recent periodsparties agreed to mutually release each other from all claims arising out of the amended Assets Sales Deed and may fluctuate substantially in the future. We expect thatEvans Shoal Transaction. As a majority of our revenue will continue to be generated inresult, the Australian dollar in the future.First Escrow Amount was written off.

11.13. Acquisitions

Acquisition of controlling member interest in Nautilus Poplar LLC

On October 15, 2009, Magellan acquiredMPC completed the purchase of an approximate 83.5% controlling member interest in Nautilus. BasedNautilus, based in Denver, Colorado, Nautilus owns and operates oil development assets in Roosevelt County, Montana known as the East Poplar Unit and the Northwest Poplar field. Consideration for this acquisition consisted of a cash payment totaling approximately $7.3 million, issuance of 1.7 million new shares of Company Common Stock (valued at $1.40 per share on the date of the acquisition), and the assumption of $1.6 million of debt.Field. The controlling interest in Nautilus was purchased from White Bear LLC and YEP 1the ECP Fund, SICAV- FIS,SICAV-FIS, entities affiliated with Nikolay Bogachev a directorand Thomas Wilson, two directors of the Company. In addition, Thomas Wilson,

MPC also completed a directorconsolidation of the Company, has a direct ownership interest in Nautilus.

The purchase was accounted for under the acquisition method of accounting. Under this method, the purchase price is allocated to the assets acquired and liabilities assumed based on their estimated fair values. The results of Nautilus’ operations have been includedinterests in the consolidated financial statements since October 15, 2009.

The following table presents the allocation of the acquisition cost based upon fair value estimates.

Purchase price:

  

Cash consideration

  $7,309,113  

Value of Magellan common stock issued

   2,380,000  
     

Total consideration

  $9,689,113  
     

Recognized amounts of identifiable assets acquired and liabilities assumed

  

Cash

  $314,727  

Accounts receivable

   968,847  

Other current assets

   547,620  

Oil & gas properties

   9,874,615  

Field Equipment

   3,647,000  

Other non-current assets

   387,943  
     

Total assets acquired

   15,740,752  

Accounts payable

   886,165  

Other current liabilities

   1,139,451  

Current portion of LTD

   505,586  

Asset retirement obligations

   1,649,000  

Other non-current liabilities

   621,477  
     

Total liabilities acquired

   4,801,679  
     

Total identifiable net assets

   10,939,073  

Less non controlling interest

   (1,924,458

Goodwill

   674,498  
     

Net assets acquired by Magellan Petroleum Corporation

  $9,689,113  
     

The preliminary allocation has been revised since March 31, 2010 forfields by purchasing a revision to the asset retirement obligation which resulted in a change to goodwill.

The results of operations of Nautilus included in the consolidated statement of operations of Magellan for the period ended June 30, 2010 was net income of $65,072 on revenues of $2,291,270.

Professional services for the acquisitions approximated $300,000.

Acquisition of25.05% average working interest in Poplar Fields

On March 9, 2010, the Company entered into a Purchase and Sale Agreement withfrom Hunter Energy LLC under which the Company assumed Hunter’s 25.05%and a 3.25% average working interests in the Poplar fields. On March 8, 2010, the Company also acquiredinterest from Nautilus Technical Group LLC (“NTG”). Magellan, on a 1.25%consolidated basis owned a 85.7% average working interest in the same fields from Nautilus Technical Group (NTG). Thomas Wilson, a director and consultant for the Company owns 22.25%Poplar Field as of NTG. Magellan itself and through its subsidiaries, now owns an 83.68% average working interests in these Montana fields, after consideration of its controlling interest in Nautilus. Nautilus will continue to serve as the operator of the Poplar Fields.June 30, 2011.

A working interest in an oil and gas property is considered a business for reporting purposes. As such, the purchases were accounted for under the acquisition method of accounting. Therefore, the purchase price is allocated to the assets acquired and liabilities assumed based on their estimated fair values. The allocationresults of the purchase price hasNautilus’ operations have been prepared based on final estimates of fair values.

The following table presents the allocation of the acquisition costs of these transactions, based upon fair value estimates.

Purchase price/cash consideration

  $4,090,170

Recognized amounts of identifiable assets acquired and liabilities assumed

  

Oil & Gas properties

��  3,584,999

Field Equipment

   1,172,389
    

Total identifiable net assets

   4,757,388

Asset retirement obligations

   667,218
    

Net assets acquired by Magellan Petroleum Corporation

  $4,090,170
    

The preliminary allocation has been revised since March 31, 2010 for a revision to the oil & gas properties and the ARO liability.

Working interest revenues of $303,084 and operating costs of $191,800 from this working interest, are included in the consolidated statement of operations of Magellan for the year ended June 30, 2010.financial statements since October 15, 2009.

Supplemental Pro Forma Results (Unaudited)

The following unaudited pro forma financial information represents the combined results for the Company including, Nautilus and(purchased in 2009), the working interests purchased in the Poplar FieldsField (purchased in 2010), as if the acquisitions had all occurred on July 1, 2008 for the threetwo years ended June 30, 2010 2009 and 2008, as if the acquisitions had occurred on July 1, 2008:2009:

 

   Year ended
June 30, 2010
  Year ended
June 30, 2009
  Year ended
June 30, 2008
 

Total Revenue

  $30,159,759   $32,194,261   $47,220,813  

Costs and expenses

   27,485,527    30,832,963    41,920,765  
             

Operating income

   2,674,232    1,361,298    5,300,048  

Other (expense) income — net

   (1,263,309  1,527,112    1,988,216  
             

Income (loss) before taxes

   1,410,923    2,888,410    7,288,264  

Income tax (provision)

   (2,645,763  (2,198,422  (14,330,301
             

Net (Loss) income

   (1,234,840  689,988    (7,042,037

Less net income (loss) attributable to non-controlling interests in subsidiaries

   47,735    66,953    (139,431
             

Net (Loss) income attributable to Magellan Petroleum Corporation

  $(1,187,105 $756,941   $(7,181,468
             

   Year ended June 30, 
   2010  2009 

Total Revenue

  $30,159,759   $32,194,261  

Costs and expenses

   27,485,527    30,832,963  
  

 

 

  

 

 

 

Operating income

   2,674,232    1,361,298  

Other (expense) income — net

   (1,263,309  1,527,112  
  

 

 

  

 

 

 

Income (loss) before taxes

   1,410,923    2,888,410  

Income tax (provision)

   (2,645,763  (2,198,422
  

 

 

  

 

 

 

Net (Loss) income

   (1,234,840  689,988  

Less net income (loss) attributable to non-controlling interests in subsidiaries

   47,735    66,953  
  

 

 

  

 

 

 

Net (Loss) income attributable to Magellan Petroleum Corporation

  $(1,187,105 $756,941  
  

 

 

  

 

 

 

12.14. Leases

At June 30, 2010,2011, future minimum rental payments applicable to MPC’s, MPAL’s and Nautilus’ non-cancelable office and vehicle operating leases were as follows:

 

Fiscal Year

  Future Minimum
Rental Payments
  Future Minimum
Rental Payments
 

2011

  $436,800

2012

  $424,400  $513,895  

2013

  $69,500  $487,623  

2014

  $70,925  $93,445  

2015 through 2018

  $233,986

2015

  $95,314  

2016 through 2019

  $196,385  

Operating lease rental expenses for each of the years ended June 30, 2011, 2010 and 2009 were $526,548, $386,513 and 2008 were $386,513, $415,760, and $473,944, respectively.

13.15. Segment Information

The Company has three reportable segments, MPC, itsand it’s wholly owned subsidiary-subsidiaries- MPAL and Nautilus. The Company’s chief operating decision maker is William H. Hastings (President and Chief Executive Officer) who reviews the results of the MPC, MPAL, and Nautilus businesses on a regular basis. MPC, MPAL, and Nautilus all engage in business activities from which they may earn revenues and incur expenses. MPAL and its subsidiaries are considered one segment.

Segment information (in thousands) for the Company’s three operating segments is as follows:

  Years Ended June 30,   Years Ended June 30, 
  2010 2009 2008   2011 2010 2009 

Revenues:

        

MPC

  $326   $164   $233    $2,723   $2,826   $164  

Nautilus

   3,804    2,291    —    

MPAL

   25,908    28,027    40,662     12,775    25,908    28,027  

Nautilus

   2,291    —      —    

Inter-segment revenue elimination

   (1,125  (2,500  —    
            

 

  

 

  

 

 

Total consolidated revenues

  $28,525   $28,191   $40,895    $18,177   $28,525   $28,191  
            

 

  

 

  

 

 

Investment and other income:

        

MPC

  $1,395   $24   $159    $43   $1,395   $24  

Nautilus

   4    18    —    

MPAL

   1,600    1,559    1,964     910    1,600    1,559  

Nautilus

   18    —      —    

Inter-segment investment income elimination

   (34  —      —    
            

 

  

 

  

 

 

Total consolidated

  $3,013   $1,583   $2,123    $923   $3,013   $1,583  
            

 

  

 

  

 

 

Net (Loss) Income attributable to MPC:

    

Net (loss) income attributable to MPC:

    

MPC

  $(263 $(885 $(2,177  $(6,429 $(263 $(885

MPAL, net of related costs

   7,569    4,550    (6,715

Elimination of intersegment dividend

   (8,698  (3,000  —    

Nautilus

   (55  —      —       (23  (55  —    

MPAL

   (25,969  7,569    4,550  

Inter-segment elimination

   (12  —      —    

Inter-segment dividend elimination

   —      (8,698  (3,000
            

 

  

 

  

 

 

Consolidated Net (Loss) Income attributable to MPC

  $(1,447 $665   $(8,892

Consolidated net (loss) income attributable to MPC

  $(32,433 $(1,447 $665  
            

 

  

 

  

 

 

Assets:

        

MPC

  $90,345   $68,349   $65,555    $83,324   $90,345   $68,349  

Nautilus

   16,985    5,427    —    

MPAL

   63,131    69,711    82,935     49,291    63,131    69,711  

Nautilus

   5,427    —      —    

Equity elimination

   (68,197  (66,356  (63,195

Inter-segment elimination

   (6,631  —      —    

Inter-segment equity elimination

   (71,394  (68,197  (66,356
            

 

  

 

  

 

 

Total consolidated assets

  $90,706   $71,704   $85,295    $71,575   $90,706   $71,704  
            

 

  

 

  

 

 

Expenditures for additions to long-lived assets:

        

MPC

  $306   $—     $—      $794   $306   $—    

Nautilus

   328    —      —       2,095    328    —    

MPAL

   1,642    2,430    4,249     1,679    1,642    2,430  
            

 

  

 

  

 

 

Total expenditures for additions to long-lived assets

  $2,276   $2,430   $4,249    $4,568   $2,276   $2,430  
            

 

  

 

  

 

 

Other significant items:

        

Depletion, depreciation and amortization:

        

MPC

  $77   $5   $6    $272   $77   $5  

Nautilus

   803    448    —    

MPAL

   4,155    6,781    18,015     1,252    4,155    6,781  

Nautilus

   448    —      —    
            

 

  

 

  

 

 

Total consolidated

  $4,680   $6,786   $18,021    $2,327   $4,680   $6,786  
            

 

  

 

  

 

 

Production costs:

        

MPC

  $158   $—     $—      $750 �� $158   $—    

Nautilus

   2,227    1,373    —    

MPAL

   8,585    8,153    8,866     6,270    8,585    8,153  

Nautilus

   1,373    —      —    
            

 

  

 

  

 

 

Total consolidated

  $10,116   $8,153   $8,866    $9,247   $10,116   $8,153  
            

 

  

 

  

 

 

Exploratory and dry hole costs:

        

MPC

  $—     $—     $—      $325   $—     $—    

Nautilus

   151    —      —    

MPAL

   1,273    3,476    3,319     2,378    1,273    3,476  

Nautilus

   —      —      —    
            

 

  

 

  

 

 

Total consolidated

  $1,273   $3,476   $3,319    $2,854   $1,273   $3,476  
            

 

  

 

  

 

 

Income tax expense:

        

MPC

  $570   $41   $58    $(322 $570   $41  

Nautilus

   —      —      —    

MPAL

   2,076    2,157    14,272     5,463    2,076    2,157  

Nautilus

   —      —      —    
            

 

  

 

  

 

 

Total consolidated

  $2,646   $2,198   $14,330    $5,141   $2,646   $2,198  
            

 

  

 

  

 

 

14.16. Commitments and Contingencies

The Company is exposed to oil and gas market price volatility and for gas sales uses fixed pricing contracts with inflation clauses to mitigate this exposure.

The following is a summary of our consolidated contractual obligationscommitments and contingencies at June 30, 2010,2011, in thousands:

 

 PAYMENTS DUE BY PERIOD
 TOTAL LESS THAN
1 YEAR
 1-3 YEARS 3-5 YEARS MORE THAN
5 YEARS
  TOTAL   LESS THAN
1 YEAR
   1-3 YEARS   3-5 YEARS   MORE THAN
5 YEARS
 

Operating lease obligations

 $1,236 $437 $494 $143 $162  $1,387    $514    $581    $193    $99  

Purchase obligations (1)

  5,856  4,016  1,840  —    —     4,516     3,056     1,460     —       —    

Asset retirement obligations-undiscounted (2)

  19,739  —    1,529  289  17,921

Time staged and contingent payments (3)

  77,350  77,350  —    —    —  

Credit facilities including interest (4)

  1,231  987  244  —    —  

Asset retirement obligations (2)

   11,397     —       280     —       11,117  

Note payable without interest

   1,422     552     870     —       —    
            

 

   

 

   

 

   

 

   

 

 

Total

 $105,412 $82,790 $4,107 $432 $18,083  $18,722    $4,122    $3,191    $193    $11,216  
            

 

   

 

   

 

   

 

   

 

 

 

(1)Represents firm commitments for exploration and capital expenditures.expenditures related to MPAL. Firm Commitments decreased $2.7 million offset by a $1.4 million increase caused by a 24% increase in exchange rates over June 30, 2010. The decrease was due to the delay of portions of the U.K. work program. Although the Company is committed to these expenditures, some may be farmed out to third parties. ExplorationAdditional contingent expenditures of $22,280,000$30,463,000 which are not legally binding have been excluded from the table above and based on exploration decisions would be due as follows: $0 (less than 1 year), $0$3,621,000 (1-3 years), $21,850,000$26,842,000 (3-5 years), $430,000and $0 (greater than 5 years). This figure is approximately a net $1$2.7 million decreaseincrease over prior quarters reporting.years reporting excluding the exchange rate effect.
(2)During the years ended June 30, 2009 and 2010, the Company decreased total asset retirement obligations by $626,000 and $2,232,000 respectively, due toSee Note 5 for changes in cost estimates and expected restoration dates (see Note 4).
(3)Relates to the Evans Shoal agreement. As the Company progresses through the different stages of this agreement, two additional contingent payments will be due of approximately $45,500,000 in December of 2012 and 2015 (Note 10).
(4)Includes interest at a 6.5% based on rate at June 30, 2010.Asset Retirement Obligations.

Gas Supply Contracts

In 1983, the MPAL and Santos (“Palm Valley Producers”)Producers commenced the sale of gas to Alice Springs under a 1981 agreement. That agreement terminated in June 2008. In 1985, the Palm Valley Producers and Mereenie Producers (MPAL and Santos) signed agreements for the sale of gas to PWC,Power and Water Corporation (“PWC”) through its wholly-owned company Gasgo Pty. Ltd.Pty Ltd (“Gasgo”), for use in PWC’s Darwin electricity generating station and at a number of other generating stations in the Northern Territory. The price of gas under the Palm Valley and Mereenie gas contractscontract is adjusted quarterly to reflect changes in the Australian Consumer Price Index. The gas is being delivered viainto the 922-mile Amadeus Basin gas pipeline which was built by an Australian consortium.consortium in 1987. Since 1985, there have beenwere several additional contracts for the sale of Mereenie gas, the latest being the Mereenie Sales Agreement No. 4 in June 2006 for the supply of an additional 4.4 Bcf of gas to be supplied prior to December 31, 2008. The Palm Valley Darwin contract expires in the year 2012 and the principal Mereenie contracts and supply obligations under the various agreements expired in January and June 2009 and September 2010. The current Palm Valley gas contract expires in January 2012. Refer to Note 20, Santos Gas Contract.

MPAL’s major customer, PWC, contracted with Eni Australia in 2006 for the supply of PWC’s Northern Territory gas demand requirement for twenty-five years, commencing January 2009. Supply obligations underEni Australia expected to commence sales from its Blacktip field offshore of the Northern Territory in January 2009; however, the Blacktip development encountered significant delays and commenced partial production in September 2009 with full production not achieved until February 2010. The Mereenie contracts ceased in June 2009, however, there isProducers continued to supply PWC’s gas requirements on a reasonable endeavor obligationendeavors basis to supplement Blacktip gas sales until early February 2010. The last Mereenie gas supply certaincontract terminated in September 2010.

As MPAL has not been able to sell its uncontracted gas reserves, its revenues have declined in 2011. Palm Valley gas sales were approximately $1.7 million (net of PWC’s requirements through September 5, 2010.royalties) or 100% of total gas sales for the year ended June 30, 2011, $2.1 million (net of royalties) or 15% of total gas sales for the year ended June 30, 2010 and $2.2 million (net of royalties) or 15% of total gas sales for the year ended June 30, 2009 There were no gas sales from

Mereenie for the year ended June 30, 2011, $11.6 million (net of royalties) or 85% of total sales for the year ended June 30, 2010, and $12.4 million (net of royalties) or 85% of total gas sales for the year ended June 30, 2009.

At June 30, 2010,2011, MPAL’s commitment to supply gas under the above agreementsagreement was as follows:

 

Period

  Bcf

Less than one year

  0.93

Between 1-5 years

0.43
  0.50
  

 

Total

  1.430.43
  

 

15.17. Selected Quarterly Financial Data (Unaudited)

The following is a summary (in thousands, except for per share amounts) of the quarterly results of operations for the yearsyear ended June 30, 2011 and 2010:

  September 30,
2010
3 Months
  December 31,
2010
3 Months
  March 31,
2011
3 Months
  June 30,
2011
3 Months
  June 30,
2011
Total
 

2011

     

Total revenues

 $3,699   $4,461   $4,867   $5,150   $18,177  

Costs and expenses

  (7,658  (8,158  (4,947  (25,633  (46,396

Investment and other income

  247    221    191    264    923  

Income tax (provision) benefit

  301    1,379    (178  (6,643  (5,141
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Net (Loss) Income

  (3,411  (2,097  (67  (26,862  (32,437
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Net (Loss) Income attributable to MPC

  (3,376  (2,099  (84  (26,874  (32,433
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Per share (basic & diluted) attributable to MPC

 $(0.06 $(0.04 $—     $(0.51 $(0.62
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Average number of shares outstanding

  52,336    52,336    52,456    52,456    52,399  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

   September 30,
2009
3 Months
  December 31,
2009
3 Months
  March 31,
2010
3 Months
  June 30,
2010
3 Months
  June 30,
2010
Total
 

2010

      

Total revenues

  $8,879   $9,716   $5,137   $4,793   $28,525  

Costs and expenses (includes warrant expense)

   (10,974  (8,835  (2,820  (7,721  (30,350

Investment and other income

   1,497    1,038    327    151    3,013  

Income tax (provision) benefit

   (699  (323  (1,464  (160  (2,646
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Net (Loss) Income

   (1,297  1,596    1,180    (2,937  (1,458
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Net (Loss) Income attributable to MPC

   (1,297  1,592    1,162    (2,904  (1,447
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Per share (basic & diluted ) attributable to MPC

  $(0.03 $0.03   $0.02   $(0.06 $(0.03
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Average number of shares outstanding

   49,546    51,680    51,990    52,336    51,411  
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

An increased loss in the fourth quarter of fiscal year ending June 30, 2011, is partially due to the Loss on Evans Shoal deposit of $15.9 million (see Note 12) and the valuation allowance taken against our deferred tax assets (see Note 7). During the quarter ended March 31, 2011 and as previously disclosed in our related Form 10-Q, the Company recorded a cumulative out-of-period adjustment in connection with the foreign currency translation of a foreign currency loan. The translation adjustment was included in determining net income in error, rather than being recorded through the balance sheet in the accumulated other comprehensive income account. The adjustment decreased foreign transaction losses and accumulated other comprehensive income by

$786,040. Had the amounts been reflected during the first and second quarters of this fiscal year, in the periods in which they arose, foreign transaction losses and accumulated other comprehensive income would have decreased by $536,209 for the three months ended September 30, 2010 and 2009:$186,004 for the three months ended December 31, 2010. The net loss per basic and diluted share attributable to Magellan Petroleum Corporation common shareholders would not have changed for the three months ended September 31, 2010 or the three months ended December 31, 2010, however it would have been lower by $0.01 for the six months ended December 31, 2010, had the amounts been reflected in the periods in which they arose. Based upon an evaluation of all relevant quantitative and qualitative factors, and after considering the provisions of APB Opinion No. 28, Interim Financial Reporting, paragraph 29, SAB No. 99, Materiality, and SAB 108, management believes this correcting adjustment was not material to the Company’s full year results for fiscal year ended June 30, 2011 or the trend of earnings or loss.

   September  30,
2009
3 Months
  December  31,
2009
3 Months
  March  31,
2010
3 Months
  June  30,
2010
3 Months
 

2010

     

Total revenues

  $8,879   $9,716   $5,137   $4,793  

Costs and expenses (includes warrant expense)

   (10,974  (8,835  (2,820  (7,721

Investment and other income

   1,497    1,038    327    151  

Income tax (provision) benefit

   (699  (323  (1,464  (160
                 

Net (Loss) Income

  $(1,297 $1,596   $1,180   $(2,937
                 

Net (Loss) Income attributable to MPC

  $(1,297 $1,592   $1,162   $(2,905

Per share (basic & diluted) attributable to MPC

  $(0.03 $0.03   $0.02   $(0.06
                 

Average number of shares outstanding

   49,546    51,680    51,990    52,336  
                 

   September  30,
2008
3 Months
  December  31,
2008
3 Months
  March  31,
2009
3 Months
  June  30,
2009
3 Months
 

2009

     

Total revenues

  $10,439   $5,172   $5,523   $7,057  

Costs and expenses

   (7,959  (5,436  (6,489  (7,027

Investment and other income

   628    460    274    221  

Income tax (provision) benefit

   (1,600  (721  1,083    (960
                 

Net income (loss)

  $1,508   $(525 $391   $(709
                 

Per share (basic & diluted)

  $0.04   $(0.01 $0.01   $(0.02
                 

Average number of shares outstanding

   41,500    41,500    41,500    41,500  
                 

16.18. Related Party and Other Transactions

Mr. Timothy L. Largay, a director ofEdward B. Whittemore, the CompanyCompany’s corporate Secretary through December 2008,8, 2010, is also a partner ofin the law firm of Murtha Cullina LLP, which firm was paid fees of $242,755, $347,361 and $689,652 and $264,170 by the Company in fiscal years 2011, 2010 2009 and 2008,2009, respectively. At June 30, 2011, 2010 2009 and 2008,2009, the Company’s payables included $10,852, $69,882, $50,812, and $22,196,$50,812, respectively, owed to Murtha Cullina, LLP. Mr. Whittemore serves as the Company’s corporate Secretary and is also a partner in the law firm of Murtha Cullina LLP.

The Company leases its Denver office (the office of Nautilus) from an entity owned partially by Thomas Wilson, a director of and consultant to the Company. The lease is monthruns through February 2012. The total rent that was paid to month.the related parties from July 1, 2010 through June 30, 2011 was $72,295. The total rent paid to the related parties from October 15, 2009 (the date of the Nautilus acquisition Note 11)13) to June 30, 2010 was $51,683. Consulting services of $144,000 charged by Mr. Wilson are included in the statement of operations for the twelve months ended June 30, 2011.

In July 2009, Young Energy Prize, S.A. (“YEP”), a Luxembourg entity whose Chairman and CEO is Nikolay Bogachev, a director of the Company, purchased from the Company 8,698,652 shares of common stock, plus a warrant to purchase an additional 4,347,826 shares. SubsequentOn August 5, 2010, Magellan executed a Purchase Agreement, an Investor’s Agreement and a Memorandum of Agreement to June 30, 2010, YEP has agreedfinalize the terms of its second PIPE with YEP. The purchase agreement was amended in February 2011. The placement involves the issuance and sale of up to purchase an additional 5.2 million new shares to YEP and/or one or more of its affiliates in return for $3.00 per new share issued and sold. On February 11, 2011, the Company and YEP, executed an Investment Agreement to document the terms of additional financing to be provided by YEP to the Company in order to facilitate the closing of the Company’s common stock.Evans Shoal Transaction. On February 17, 2011, the Company and YEP executed an amendment to the Investment Agreement to clarify responsibility for the payment of all third party out-of-pockets transaction costs and expenses incurred by the Company, YEP and MPAL with respect to the Evans Shoal Transaction. (see Note 11)

On October 15, 2009, MPC completed the Company acquiredpurchase of an approximate 83.5% controlling member interest in Nautilus. Nautilus, (Note 11).based in Denver, Colorado, owns and operates oil development assets in Roosevelt County, Montana known as the East Poplar Unit and the Northwest Poplar Field. The controlling interest in Nautilus was purchased from White Bear LLC and YEP I, SICAV-SICAV — FIS, entities affiliated with Nikolay Bogachev a directorand Mr. Wilson, two directors of the Company. In addition, Thomas

As of June 30, 2011, Nautilus Technical Group has an interest in Nautilus. NTG is owned in part by Mr. Wilson, a director of the Company, continuesCompany; Mr. Monty Hoffman, a consultant to haveNautilus; and Mr. Wayne Kahmeyer, the controller of Nautilus. MPC completed a direct ownership interestconsolidation of interests in Nautilus.

On March 8, 2010, the Company acquired a 1.25% average working interest in East Poplar Unit and Northwest Poplar fields in Roosevelt County, Montana,by purchasing a 2.0% working interest from Nautilus Technical Group (NTG). Mr. Wilson owns 22.25% of NTG.

Accounts receivable — working interest partners, includes $13,300 due from NTG as of June 30, 2010

Accounts payable includes $14,512 due to NTGLLC for its portion of June sales not distributed at June 30, 2010

Accounts receivable includes $311,777 due from NTG as of June 30, 2010.$380,000, in the current fiscal year.

Mr. J. Robinson West, a director of the Company has served as a consultantprovided consulting services through PFC Energy on various Australian projects. Mr. West is Chairman, Founder and CEO of PFC Energy and PFC Energy has been paid $39,745$394,000 in fiscal year 2010.2011, of which $241,651 was expensed in the prior fiscal year. At June 30, 20102011 the Company’s payables included $110,779$48,926 owed to PFC Energy.

Mr. Monty Hoffman, consultant to Nautilus, is a partner in NTG, which has an interest in Nautilus Poplar, LLC.

Mr. Wayne Kahnmeyer, controller of Nautilus, is a 1% interest owner in NTG, which has an interest in Nautilus Poplar, LLC.

17.19. Supplementary Oil and Gas Disclosure (Unaudited)

The consolidated data presented herein include estimates which should not be construed as being exact and verifiable quantities. The reserves may or may not be recovered, and if recovered, the cash flows therefrom, and the costs related thereto, could be more or less than the amounts used in estimating future net cash flows. Moreover, estimates of proved reserves may increase or decrease as a result of future operations and economic conditions, and any production from these properties may commence earlier or later than anticipated.

In June 2010, the Company adopted revised oil and gas reserve estimation and disclosure rules. The primary impact of the new disclosure is to conform the definition of proved reserves to the definition now included in the SEC “Modernization of Oil and Gas Reporting Release”, which was released by the SEC in December of 2008. The new rules revised the definition of proved oil and gas reserves to require that the average, first-day-of-the-month price during the 12-month period before the end of the year rather than the year-end price, must be used when estimating whether reserve quantities are economical to produce. This same 12-month average price is also used in calculating the aggregate amount of (and changes in) future cash inflows related to the standardized measure of discounted future net cash flows.

As part of the new disclosure requirements, we are required to define our geographic areas about which we will be reporting detailed oil and gas data. The revised rules require disclosing certain information by geographic area that represents 15% or more of our total proved reserves. A geographical area as defined by the SEC represents either 1) by individual country 2) by groups of countries within a continent or 3) by continent as deemed meaningful for disclosures by the Company. We have determined that for meaningful disclosure, we will continue to disclose Australia as a geographic area even though it does not presently represent 15% of our fiscal 20102011 reserves. Therefore the geographic areas will include the United States and Australia. All other geographic areas not representing a significant geographic area are reported below as “All other foreign Geographic areas”.

Reserve Estimation

The Company has limited management and staff and is dependent upon partnering arrangements. The Company and its affiliates had approximately 39 total employees as of June 30, 2010, and we expect that we will continue to require the services of independent consultants and contractors to perform various professional services,partnering arrangements including reservoir engineering.those for reserve estimation and review.

United States— The Company’s subsidiary, Nautilus, employs an internal petroleum engineer who works closely with management to ensure the integrity, accuracy and timeliness of data furnished to the independent petroleum consultants for their reserves review process. TheFor the years ended June 30, 2010 and 2011 the reserve reports were prepared by Mr. Naing Aye. Mr. Aye holds a Bachelor of Science, Petroleum Engineering Degree from the Colorado School of Mines. He has the responsibility for maintaining the reserve software program and has been preparingprepares the in-house reserve estimates. He has worked over 67 years in the Petroleum Industry, including 45 years of reserve evaluation experience. Mr. Aye is a member of the Society of Petroleum Engineers. Mr. Aye met the requirements with regards to qualifications, independence, objectivity and confidentiality set forth in the Standards Pertaining to the Estimating and Auditing of Oil and Gas Reserves Information promulgated by the Society of Petroleum Engineers. The Company then has consultants perform an audit and theany differences are reviewed with our senior geologist. No differences were identified in the review of the reserves estimate as of June 30, 2010.2011.

At June 30, 2010,2011, Allen & Crouch Petroleum Engineers, an independent petroleum consultant, conducted an audit of our United States reserves. These engineers were selected for their geographic expertise and their historical experience in engineering certain properties. Richard L. Vine P.E. of Allen & Crouch is the technical person responsible for overseeing the audit of our U.S. oil reserves estimates. Mr. Vine has a BS in Petroleum Engineering from the University of Wyoming and 31 years experience in property evaluation, reservoir, production, operations and drilling engineering as well as experience in management of both major and independent oil companies. At June 30, 2010,2011, these consultants reviewedaudited 100% of our U.SU.S. proved probable and possibleprobable reserves. A copy of the summary reserve report of this independent petroleum consultant is includedprovided as Exhibit 99.1 to this Annual Report on Form 10-K. Allen & Crouch does not own an interest in any of Magellan’s oil and gas properties and is not employed by Magellan on a contingent basis.

Nautilus staff met with the independent engineers to discuss the assumptions and methods used in the proved reserve estimation process. We provide historical information to our consultants for our properties such as ownership interest; oil and gas production; well test data; commodity prices and operating and development costs.

AustraliaRISC Pty Ltd (RISC)Ryder Scott Company (Ryder Scott), an independent petroleum engineering firm, has reviewed theprepared an estimate of the Company’s Australian oil and gas reserves as of June 30, 2010. David Capon,2011. Larry Thomas Nelms, an employee of Ryder Scott, is the primary technical person responsible for the reviewestimate of the proved reserves estimates meetreserves. Mr. Nelms meets the requirements with regardsregard to professional qualifications, independence, objectivity and confidentiality set forth in the Standards Pertaining to the Estimating and Auditing of Oil and Gas Reserves Information promulgated by the Society of Petroleum Engineers. RISCDetailed information regarding Mr. Nelms professional qualifications are included at the end of the reserves report provided as Exhibit 99.2 to this Annual Report on Form 10-K. Ryder Scott does not own an interest in any of Magellan’s oil and gas properties and is not employed by Magellan on a contingent basis.

The Company’s internal geosciences professional staff worked closely with RISCRyder Scott to ensure the integrity, accuracy and timeliness of the data used to calculate the proved oil and gas reserves. Mervyn Cowie, Operations Director of Magellan Petroleum Australia Limited is the technical person at the Company who is responsible for overseeing the preparation of our Australian oil and gas reserves estimates. Mr. Cowie graduated from the University of Queensland in 1969 with a Bachelor of Science majoring in Geology & Mineralogy and is a Fellow of the Australasian Institute of Mining & Metallurgy. He has over 35 years experience in petroleum and mineral exploration and production in Australia, Indonesia, China and the U.S. and has over 10 years experience in reserve estimation in Australia. Magellan staff met with RISCRyder Scott to discuss the assumptions and methods used in the proved reserve estimation process. Magellan provided historical information to RISCRyder Scott for the oil and gas properties such as ownership interest; oil and gas production; well test data; commodity prices and operating and development costs. The preparation of the Company’s proved reserve estimates are completed in accordance with our internal control procedures, which include the verification of input data used by RISC,Ryder Scott, as well as management review and approval. At June 30, 2010,2011, these consultants reviewedprepared the estimate for 100% of our Australian proved, probable and possible reserves. A copy of the summary reserve report of the independent petroleum consultant is includedprovided as Exhibit 99.2 to this Annual Report on Form 10-K.

All other Foreign Geographic areasincludesinclude operations in the U.K. and our carried interest in gas fields in Canada. There were no proved reserves reported in either of these areas.

Technologies used to determine Proved Reserve Estimate

A variety of methodologies are used to determine our proved reserve estimates. The principal methodologies employed are decline curve analysis, volumetric, production type curve matching and analogy. Some combination of these methods is used to determine reserve estimates in substantially all of our fields.

The SEC defines proved reserves as those volumes of crude oil; condensate, natural gas liquids and natural gas that geological and engineering data demonstrate with reasonable certainty are recoverable in future years

from known reservoirs under existing economic and operating conditions. Proved developed reserves are those proved reserves, which can be expected to be recovered from existing wells with existing equipment and operating methods. Proved undeveloped reserves are volumes expected to be recovered from new wells on undrilled acreage or from existing wells where a relatively major expenditure is required for recompletion. Reserves on undrilled acreage shall be limited to those drilling units offsetting productive units that are reasonably certain of production when drilled. Proved reserves for other undrilled units can be claimed only where it can be demonstrated with certainty that there is continuity of production from the existing productive formation. Proved undeveloped reserves can only be assigned to acreage for which improved recovery

technology is contemplated when such techniques have been proven effective by actual tests in the area and in the same reservoir. Undrilled locations can be classified as having undeveloped reserves only if a development plan has been adopted indicating they are scheduled to be drilled within five years, unless specific circumstances, justify a longer time.

Production quantities shown in the table set forth below are net volumes withdrawn from reservoirs. These may differ from sales quantities due to inventory changes, and, especially in the case of natural gas, volumes consumed for fuel and/or shrinkage from extraction of natural gas liquids. The reported value of proved reserves is not necessarily indicative of either fair market value or present value of future net cash flows because prices, costs and governmental policies do not remain static, appropriate discount rates may vary, and extensive judgment is required to estimate the timing of production. Other logical assumptions would likely have resulted in significantly different amounts.

Changes in our proved reserves for the three years ended June 30, 20102011 were as follows:

 

  Total Australia United States   All other Foreign
Geographic areas
 
  Total Australia United States  All other Foreign
Geographic areas
   Oil (a) Gas (a) Oil Gas (c) Oil (b) Gas   Oil   Gas 
Proved Reserves:  Oil (a) Gas (a) Oil Gas (c) Oil (b) Gas  Oil  Gas            

June 30, 2007

  722   13.53   722   13.47   —     —      .06  

Extensions and discoveries

  141   0.09   141   —     —     —      .09  

Revision of previous estimates

  125   (0.65 125   (0.65 —     —      —    

Production

  (210 (5.79 (210 (5.71 —     —      (0.08
                         

June 30, 2008

  778   7.18   778   7.11   —     —      0.07     778    7.18    778    7.11    —      —       —       0.07  

Extensions and discoveries

  0   0.05   —     —          0.05     —      0.05    —      —      —      —       —       0.05  

Revision of previous estimates

  371   1.38   371   1.38        —    

Revision of previous estimates (f)

   371    1.38    371    1.38    —      —       —       —    

Production

  (153 (5.23 (153 (5.16 —     —      (0.07   (153  (5.23  (153  (5.16  —      —       —       (0.07
                           

 

  

 

  

 

  

 

  

 

  

 

   

 

   

 

 

June 30, 2009

  996   3.38   996   3.33   —     —    —    0.05     996    3.38    996    3.33    —      —       —       0.05  

Extensions and discoveries (g)

  6,963   —     —     —     6,963          6,963    —      —      —      6,963    —       —       —    

Revision of previous estimates (f)

  (768 1.64   (694 1.63   (74     0.01     (768  1.64    (694  1.63    (74  —       —       0.01  

Improved recovery

  —     —     —     —          

Purchases of minerals in place (d)

  2,631   —     —     —     2,631       

Purchase of minerals in place (d)

   2,631    —      —      —      2,631    —       —       —    

Sales of minerals in place (e)

  (205 —     (205 —     —     —      —       (205  —      (205  —      —      —       —       —    

Production

  (139 (3.49 (97 (3.43 (42   —    (0.06   (139  (3.49  (97  (3.43  (42  —       —       (0.06
                           

 

  

 

  

 

  

 

  

 

  

 

   

 

   

 

 

June 30, 2010 (b)

  9,478   1.53   —     1.53   9,478   —    —    —    

June 30, 2010

   9,478    1.53    —      1.53    9,478    —       —       —    

Extensions and discoveries

   6    —      —      —      6    —       —       —    

Revision of previous estimates (f)

   (340  (0.24  64    (0.24  (404  —       —       —    

Improved recovery

   —      —      —      —      —      —       —       —    

Purchases of minerals in place

   178    —      —      —      178    —       —       —    

Sales of minerals in place

   —      —      —      —      —      —       —       —    

Production

   (132  (0.86  (64  (0.86  (68  —       —       —    
  

 

  

 

  

 

  

 

  

 

  

 

   

 

   

 

 

June 30, 2011

   9,190    0.43    —      0.43    9,190    —       —       —    
                           

 

  

 

  

 

  

 

  

 

  

 

   

 

   

 

 

Proved Developed Reserves:

                      

June 30, 2008

  520   7.18   520   7.11   —     —    —    0.07  
                         

June 30, 2009

  789   3.38   789   3.33   —     —    —    0.05     789    3.38    789    3.33    —      —       —       0.05  
                           

 

  

 

  

 

  

 

  

 

  

 

   

 

   

 

 

June 30, 2010

  2,515   1.53   —     1.53   2,515   —    —    —       2,515    1.53    —      1.53    2,515    —       —       —    
                           

 

  

 

  

 

  

 

  

 

  

 

   

 

   

 

 

June 30, 2011

   2,249    0.45    —      0.45    2,249    —       —       —    
  

 

  

 

  

 

  

 

  

 

  

 

   

 

   

 

 

Proved Undeveloped Reserves:

                      

June 30, 2008

  258   —     258   —     —     —    —    —    
                         

June 30, 2009

  207   —     207   —     —     —    —    —       207    —      207    —      —      —       —       —    
                           

 

  

 

  

 

  

 

  

 

  

 

   

 

   

 

 

June 30, 2010

  6,963   —     —     —     6,963   —    —    —       6,963    —      —      —      6,963    —       —       —    
                           

 

  

 

  

 

  

 

  

 

  

 

   

 

   

 

 

June 30, 2011

   6,941    —      —      —      6,941    —       —       —    
  

 

  

 

  

 

  

 

  

 

  

 

   

 

   

 

 

 

(a)oilOil reserves stated in 1,000 Bbls:MBbls natural gas reserves stated in Bcf

(b)proved

Proved U.S. oil reserves at June 30, 2011 and June 30, 2010 includesinclude 1,067 and 1,124 BblsMBbls respectively attributable to a consolidated subsidiary in which there is ana 16.5% non- controllingnon-controlling interest.

(c)The amount of proved reserves applicable to the Australian Gas only reflects the amount of gas committed to specific contracts and areis net of royalties.
(d)Purchases of minerals in place during 2010 relate to Poplar Field acquisitions.
(e)Sales of minerals in place during 2010 relate to the Cooper basin asset sales.
(f)Revisions of estimates for each period presented represent upward (downward) changes in previous estimates attributable to new information gained primarily from development activity, & production history and changes to the economic conditions present at the time of each estimate.
(g)We evaluated the assets acquired in October 2009 and through petro physical geophysical and petro graphic data indentifiedidentified certain locations as proved undeveloped reserves based on our current proved developed wells.

There were no changes to proved reserves relating to improved recovery purchase of minerals in place or sales of mineral in place for the years ended June 30, 2011, 2009, or 2008.

No wells were drilledcompleted during the twelve months ended June 30, 2010.2011.

The volumes and standardized measure reported for our Australian reserves are just for the Palm Valley area. The proved reserves in our Mereenie area at June 30, 2009 have been produced or revised down to zero as there is not sufficient history to show that the reduced cost structure of converting to an oil only play is economic.

OIL AND GAS PRODUCTION:

Oil and Gas Production:  Total  Australia  United States  All other
      Total US   
   Oil  Gas  Oil
(1)
  Gas
(2)
  Oil (3)  Gas

2010

  139  3.486  97  3.430  42  0.056

2009

  153  5.229  153  5.161    0.068

2008

  210  5.784  210  5.707    0.077

 

1)

  Australia oil production by field (000 bbl)          
      2010    2009    2008
  Mereenie  68    90    95
  Nockatunga  28    61    108
  Cooper Basin  1    2    7
             
    97    153    210
             

2)

  Australia gas production by field (bcf)    
      2010    2009    2008
  Palm Valley  1.166    1.165    1.319
  Mereenie  2.264    3.996    4.388
             
    3.430    5.161    5.707
             

3)

  U.S. Oil production by field          
      2010     
  East Poplar  32        
  Northwest Poplar  10        
       
    42        
       
   Total   Australia   United States   All other 
       Total US     
   Oil   Gas   Oil
(1)
   Gas
(2)
   Oil (3)   Gas 

2011

   132     0.861     64     0.861     68       

2010

   139     3.486     97     3.430     42     0.056  

2009

   153     5.229     153     5.161          0.068  

1)

  Australia oil production by field (000 bbl)          
      2011     2010     2009 
  Mereenie   64       68       90  
  Nockatunga   —         28       61  
  Cooper Basin   —         1       2  
  

 

 

     

 

 

     

 

 

 
     64       97       153  
  

 

 

     

 

 

     

 

 

 

2)

  Australia gas production by field (bcf)          
      2011     2010     2009 
  Palm Valley   0.861       1.166       1.165  
  Mereenie   —         2.264       3.996  
    

 

 

     

 

 

     

 

 

 
     0.861       3.430       5.161  
    

 

 

     

 

 

     

 

 

 

3)

  U.S. oil production by field          
      2011     2010       
  East Poplar   51       32      
  Northwest Poplar   17       10      
    

 

 

     

 

 

     
     68       42      
    

 

 

     

 

 

     

Note: Sales and cost per unit of production are included in tables set forth in Item 1.1 of this report.

Costs of Oil and Gas Activities (In thousands):

 

Fiscal Year 2011:

  Total   Australia   United States   All other 

Acquisition of properties:

        

Proved

   380     —       380     —    

Unproved

   150     —       150     —    

Exploration Costs

   6,446     976     2,447     3,023  

Development Costs

   290     4     286     —    

Fiscal Year 2010:

  Total  Australia  United States  All other  Total   Australia   United States   All other 

Acquisition of properties:

                

Proved

  13,456  —    13,456  —     13,456     —       13,456     —    

Unproved

  —    —    —    —     —       —       —       —    

Exploration Costs

  1,844  714  —    1,127   1,841     714     —       1,127  

Development Costs

  1,742  1,428  314  —     1,742     1,428     314     —    

Fiscal Year 2009:

  Total  Australia  United States  All other  Total   Australia   United States   All other 

Acquisition of properties:

                

Proved

  —    —    —    —     —       —       —       —    

Unproved

  —    —    —    —     —       —       —       —    

Exploration Costs

  3,925  3,439  —    486   3,925     3,439     —       486  

Development Costs

  631  631  —    —     631     631     —       —    

Fiscal Year 2008:

  Total  Australia  United States  All other

Acquisition of properties:

        

Proved

  —    —    —    —  

Unproved

  —    —    —    —  

Exploration Costs

  3,810  3,260  —    550

Development Costs

  1,200  1,200  —    —  

 

    Exploration costs have been expensed except for capitalized costs relating to drilling indrilling. In the U.K. exploration costs of $1,621,000 and $486,000 have been capitalized for 2011 and $550,000,2009, respectively. In the U.S. explorations costs of $1,971,000 have been capitalized for 2009 and 2008, respectively.2011.
    Development costs have been capitalized.

The carrying value of our consolidated oil and gas properties as of June 30, 2011, and 2010 and 2009 were as follows (in thousands):are presented in Item 8, Note 4.

2010

  Total  Australia  United States  All other

Oil and gas Properties subject to Depreciation, Depletion, and Amortization

  $109,990   $96,538   $13,452    —  

Oil and gas Properties not subject to Depreciation, Depletion, and Amortization

   4,306    415    314    3,577

Accumulated Depreciation, Depletion, and Amortization O&G properties

   (94,699  (94,244  (455  —  
                
   19,597    2,709    13,311    3,577

Less assets held for sale — net

   (648  (648  —      —  
                

Net Capitalized costs

  $18,949   $2,061   $13,311   $3,577
                

2009

  Total  Australia  United States  All other

Oil and gas Properties subject to Depreciation, Depletion, and Amortization

  $110,977   $110,977    —      —  

Oil and gas Properties not subject to Depreciation, Depletion, and Amortization

   6,641    3,486    —      3,155

Accumulated Depreciation, Depletion, and Amortization O&G properties

   (101,027  (101,027  —      —  
                

Net Capitalized costs

  $16,591   $13,436    —     $3,155
                

Discounted Future Net Cash Flows:

Year-end pricesPrices applied to proved reserves to calculate the standardized measure for each of the three years presented is as follows:

 

  At June 30,  At June 30, 
  2010  2009  2008  2011   2010   2009 
Australian $:            

Gas Prices (per MCF)

            

Palm Valley (1)

  2.2542  2.2532  2.2312   2.26     2.2542     2.2532  

Mereenie (2)

            

DAR85

  N/A  N/A  2.2904

MSA2

  N/A  N/A  3.8378

MSA4

  N/A  6.663  N/A   N/A     N/A     6.663  

Oil Prices (per BBL) (3)

      

Oil Prices (per BBL) (2)

      

Mereenie

  N/A  95.73  147.44   N/A     N/A     95.73  

Cooper

            

Aldinga

  N/A  97.80  138.24   N/A     N/A     97.80  

Kiana

  N/A  87.66  129.07   N/A     N/A     87.66  

Nockatunga

  N/A  90.82  124.55   N/A     N/A     90.82  
U.S. $:            

Oil Prices (per BBL) (4)

      

East Poplar and NW Poplar fields

  66.24  N/A  N/A

Oil Prices (per BBL) (3)

      

Poplar field

   79.93     66.24     N/A  

 

(1)Contract price through term of contract.
(2)Year end contract price.Average twelve month price on the first of the month, no proved reserves 2010 and 2011.
(3)Year end 6/30/2010 no proved reserves, yearend price for 2009 and 2008.
(4)Average twelve month price on the first of the month.month, no U.S. reserves 2009.

The following is the standardized measure of discounted (at 10%) future net cash flows (in thousands) relating to proved oil and gas reserves during the three years ended June 30, 2010.2011. These amounts were calculated based on SEC price parameters using the average prices and costsduring the 12-month period ended June 30, 2011, determined as the unweighted arithmetic averages of the prices in effect on the first-day-of-the-month for each individual property asmonth within such period, unless prices were defined by contractual arrangements. For hydrocarbon (gas) products sold under contract, the contract prices, including fixed and determinable escalations, exclusive of June 30 for each year.inflation adjustments, were used until expiration of the contract. These prices were not changed except where different prices were fixed and determinable from applicable contracts.

 

Australia (in thousands):

  2010 2009 2008   2011 2010 2009 

Future cash inflows

  $3,031   $88,152   $137,791    $972   $3,031   $88,152  

Future production costs

   (1,870  (46,440  (60,969   (700  (1,870  (46,440

Future development costs

   (1,780  (16,532  (26,401   —      (1,780  (16,532

Future income tax expense

   (297  (2,493  (8,157   —      (297  (2,493
            

 

  

 

  

 

 

Future net cash flows

   (916  22,687    42,264     272    (916  22,687  

10% annual discount for estimating timing of cash flows

   1,062    (2,632  (2,884   (8  1,062    (2,632
            

 

  

 

  

 

 

Standardized measures of discounted future net cash flows

  $146   $20,055   $39,380    $264   $146   $20,055  
            

 

  

 

  

 

 

United States (in thousands):

  2010 2009 2008   2011 2010 2009 

Future cash inflows

  $627,842    —      —      $734,592   $627,842   $—    

Future production costs

   (251,335  —      —       (303,005  (251,335  —    

Future development costs

   (27,293  —      —       (28,849  (27,293  —    

Future income tax expense

   (132,843  —      —       (155,701  (132,843  —    
            

 

  

 

  

 

 

Future net cash flows

   216,371    —      —       247,037    216,371    —    

10% annual discount for estimating timing of cash flows

   (131,163  —      —       (137,021  (131,163  —    
            

 

  

 

  

 

 

Standardized measures of discounted future net cash flows

  $85,208    —      —      $110,016   $85,208   $—    
            

 

  

 

  

 

 

All other Geographic Areas (in thousands):

  2010 2009 2008   2011 2010 2009 

Future cash inflows

   —     $80   $380    $—     $—     $80  

Future production costs

   —      (70  (129   —      —      (70

Future development costs

   —      —      —    

Future income tax expense

   —      (3  (63   —      —      (3
            

 

  

 

  

 

 

Future net cash flows

   —      7    188     —      —      7  

10% annual discount for estimating timing of cash flows

   —      1    (6   —      —      1  
            

 

  

 

  

 

 

Standardized measures of discounted future net cash flows

   —     $8   $182    $—     $—     $8  
            

 

  

 

  

 

 

Total (in thousands):

  2010 2009 2008   2011 2010 2009 

Future cash inflows

  $630,873   $88,232   $138,171    $735,564   $630,873   $88,232  

Future production costs

   (253,205  (46,510  (61,098   (303,705  (253,205  (46,510

Future development costs

   (29,073  (16,532  (26,401   (28,849  (29,073  (16,532

Future income tax expense

   (133,140  (2,496  (8,220   (155,701  (133,140  (2,496
            

 

  

 

  

 

 

Future net cash flows

   215,455    22,694    42,452     247,309    215,455    22,694  

10% annual discount for estimating timing of cash flows

   (130,101  (2,631  (2,890   (137,029  (130,101  (2,631
            

 

  

 

  

 

 

Standardized measures of discounted future net cash flows

  $85,354   $20,063   $39,562    $110,280   $85,354   $20,063  
            

 

  

 

  

 

 

The following are the principal sources of changes in the above standardized measure of discounted future net cash flows for the Australia (in thousands).:

 

  2010 2009 2008   2011 2010 2009 

Net change in prices and production costs

  $—     $(13,429 $31,551    $38   $—     $(13,429

Extensions and discoveries

   —      —      —       —      —      —    

Revision of previous quantity estimates

   1,850    1,045    (1,351

Acquisitions of reserves

   —      —      —    

Revisions of previous quantity estimates

   1,094    1,850    1,045  

Changes in estimated future development costs

    10,997    (5,006   536    —      10,997  

Divestiture of reserves

   (11,687     —      (11,687  —    

Sales and transfers of oil and gas produced

   (12,299  (18,169  (30,637   (1,940  (12,299  (18,169

Previously estimated development cost incurred during the period

   —      (1,124  (696   —      —      (1,124

Accretion of discount

   —      621    1,847     41    —      621  

Net change in income taxes

   2,227    4,463    1,160     297    2,227    4,463  

Net change in exchange rate

   —      (3,903  4,847  

Net changes in timing and other

   52    —      (3,903
            

 

  

 

  

 

 
  $(19,909 $(19,499 $1,715    $118   $(19,909 $(19,499
            

 

  

 

  

 

 

The following are the principal sources of changes in the above standardized measure of discounted future net cash flows for the United StatesU.S. for 2011 and 2010. There were no UntiedUnited States reserves in 2009 or 2008. (in thousands).:

 

  2010   2011 2010 

Net change in prices and production costs

  $—      $24,899   $—    

Extensions and discoveries

   115,092     117    115,092  

Acquisition of reserves

   29,656  

Acquisitions of reserves

   3,486    29,656  

Revision of previous quantity estimates

   (8,258   (7,041  (8,258

Changes in estimated future development costs

   —       (798  —    

Divestiture of reserves

   —      —    

Sales and transfers of oil and gas produced

   (1,064   (2,406  (1,064

Previously estimated development cost incurred during the period

   —    

Accretion of discount

   1,725     13,893    1,725  

Net change in income taxes

   (53,722   (16,125  (53,722

Changes in timing and other

   1,779  

Net changes in timing and other

   8,783    1,779  
      

 

  

 

 
  $85,208    $24,808   $85,208  
      

 

  

 

 

The following are the principal sources of changes in the above standardized measure of discounted future net cash flows in aggregate for the Company for 2011 and 2010:

   2011  2010  2009 

Net change in prices and production costs

  $24,937   $—     $(13,429

Extensions and discoveries

   117    115,092    —    

Acquisition of reserves

   3,486    29,656    —    

Revision of previous quantity estimates

   (5,947  (6,408  1,045  

Changes in estimated future development costs

   (262  —      10,997  

Divestitures of reserves

   —      (11,687  —    

Sales and transfers of oil and gas produced

   (4,346  (13,363  (18,169

Previously estimated development cost incurred during the period

   —      —      (1,124

Accretion of discount

   13,934    1,725    621  

Net change in income taxes

   (15,828  (51,495  4,463  

Changes in timing and other

   8,835    1,779    (3,903
  

 

 

  

 

 

  

 

 

 
  $24,926   $65,299   $(19,499
  

 

 

  

 

 

  

 

 

 

Results of Operations

The following are the Company’s resultsprincipal sources of operationschanges in the above standardized measure of discounted future net cash flows in total for 2011, 2010 and 2009 (in thousands) for the oil and gas producing activities during the three years ended June 30, 2010::

 

 Total United States Australia All other Foreign
geographic areas
  Total United States Australia Other Foreign
Countries
 
 2010 2009 2008 2010   2009     2008   2010 2009 2008 2010 2009 2008  2011 2010 2009 2011   2010     2009   2011 2010 2009 2011 2010 2009 

Revenues:

                        

Oil sales

 $9,887    11,480    19,786   $2,594   —   —   $7,292    11,480    19,786   $—     —     —     $11,815    9,887    11,480   $5,383    2,594    —     $6,432    7,292    11,480   $—      —      —    

Gas sales

  13,615    14,740    18,523    —     —   —    13,593    14,576    18,289    23   164   233    1,797    13,615    14,740    —      —      —      1,778    13,593    14,576    19    23    164  

Other production income

  3,984    1,971    2,586    —     —   —    3,984    1,971    2,587    —     —     —      4,565    3,984    1,971    —      —      —      4,565    3,984    1,971    —      —      —    
                                   

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Total revenues

  27,486    28,191    40,895    2,594   —   —    24,869    28,027    40,662    23   164   233   $18,177    27,486    28,191   $5,383    2,594    —     $12,775    24,869    28,027   $19    23    164  
                                   

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Costs:

                        

Production costs

  10,116    8,153    8,866    1,530   —   —    8,586    8,153    8,866    —     —     —      9,247    10,116    8,153    2,977    1,530    —      6,270    8,586    8,153    —      —      —    

Depletion, exploratory and dry hole costs

  5,953    10,476    21,222    525   —   —    4,868    8,773    20,187    560   1,703   1,035    5,181    5,953    10,476    1,550    525    —      2,229    4,868    8,773    1,402    560    1,703  
                                   

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Total costs

  16,069    18,629    30,088    2,055   —   —    13,454    16,926    29,053    560   1,703   1,035    14,428    16,069    18,629    4,527    2,055    —      8,499    13,454    16,926    1,402    560    1,703  
                                      

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Income before taxes

  11,417    9,562    10,807    539   —   —    11,415    11,101    11,609    (537 (1,539 (802  3,749    11,417    9,562    856    539    —      4,276    11,415    11,101    (1,383  (537  (1,539
                                   

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Income tax provision*

  (3,640  (2,860  (3,230  (216 —   —    (3,425  (2,860  (3,230   

Income taxes

  (1,625  (3,640  (2,860  (342  (216  —      (1,283  (3,425  (2,860  —      —      —    
                                   

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Net income from operations

 $7,776    6,702    7,577   $323   —   —   $7,990    8,241    8,379   $(537 (1,539 (802 $2,124    7,776    6,702   $514    323    —     $2,993    7,990    8,241   $(1,383  (537  (1,539
                                   

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Depletion per unit of production

 A$6.82   A$8.39   A$14.66   $6.50     $6.82   $8.39   $14.66      A$15.42    6.82    8.39       15.42    6.82    8.39     
 U$6.50              U$2.19    6.50     2.19    6.50    —         —      —      —    

 

*Income tax provision used for Australia is based on a rate of 30%. The United States 40% is due to a 25% Canadian withholding tax on Kotaneelee gas sales.

18.20. Subsequent Events

The Company has evaluated subsequent events and noted no additional events that require recognition or disclosure at June 30, 2010, other than those listed below.

On August 3, 2010, Magellan announced that the Board of Directors appointed Antoine J. Lafargue as its new Chief Financial Officer (CFO) and Treasurer.Evans Shoal Deposit

On August 5, 2010, MagellanJuly 21, 2011, Santos and MPAL executed a Securities Purchase Agreement and an Investor’sRelease Agreement to finalize(i) terminate the March 25, 2011 Assets Sale Deed (as amended by the January 31, 2011 Deed of Variation) (“ASD”) which the terms of its previously announced second Privatethe Evans Shoal Transaction (See Note 12); and (ii) resolve all outstanding issues relating to the ASD. Under the Release Agreement, MPAL receives back the A$10 million escrow deposit made towards the purchase price stipulated in the ASD, plus all interest accrued on that amount from the date of deposit to the date of release. In addition, the parties have agreed to mutually release each other from all claims arising out of the ASD and the Evans Shoal Transaction. On July 22, 2011, the A$10 million deposit was refunded to MPAL.

Sale Agreement between Magellan Petroleum (N.T) Pty Ltd and Santos QNT Pty Ltd and Santos Limited

On September 14, 2011, Magellan Petroleum (N.T.) Pty Ltd (“Magellan NT”), a wholly owned subsidiary of MPAL, entered into a Sale Agreement (“Santos SA”), dated September 14, 2011 with the Santos QNT Pty Ltd (“Santos QNT”) and Santos Limited (“Santos Entities”) (such transaction referred to herein as the “Santos Transaction”). The Sale Agreement is subject to satisfaction of certain conditions by June 22, 2012. These conditions include approval of the Santos SA (and related transfers and dealings) under relevant petroleum legislation; Foreign Investment Review Board approval (which has now been obtained); execution of the GSPA (defined below); and certain third party approvals of the assignment of property interests, joint venture contracts and royalty obligations (“Conditions”).

The Santos SA provides for the transfer of the following assets with effect as of July 1, 2011, subject to the satisfaction of the conditions:

Magellan NT’s 35% interest in each of the Mereenie Operating Joint Venture (Petroleum Leases 4 and 5 (“Mereenie Titles”) and associated property interests, related joint venture contracts (including a crude oil sales contract) and plant and equipment, subject to royalty obligations) and the Mereenie Pipeline Joint Venture (Pipeline License 2 and associated property interests, related joint venture contracts and plant and equipment) (collectively, “Mereenie Interests”)) to Santos QNT, giving the Santos Entities a combined 100% interest in the assets of each of the Mereenie Operating Joint Venture and the Mereenie Pipeline Joint Venture;

The Santos Entities combined interests of 47.977% in the Palm Valley Joint Venture (Petroleum Lease 3 and associated property interests, related joint venture contracts (including a Gas Sales Agreement) and plant and equipment, subject to royalty obligations) (collectively “Palm Valley Interests”) and combined interests of 65.6635% in the Dingo Joint Venture (Retention License 2, associated joint venture contracts and plant and equipment, subject to royalty obligations) (collectively, “Dingo Interests”) to Magellan NT, giving Magellan NT a 100% interest in the assets of each of the Palm Valley Joint Venture and the Dingo Joint Venture.

The cash consideration payable for the sale of the Mereenie Interests by Magellan NT is A$28.0 million (plus or minus adjustments for the period from the Effective Date (July 1, 2011) to Completion, five business days after the Conditions have been satisfied (or as otherwise agreed between the parties), plus a Bonus Amount. During the period from Completion until 20 years after the Effective Date, the Santos Entities will pay Magellan NT a Bonus Amount based on volumes of net sales of petroleum from the Mereenie Interests meeting certain thresholds (“Threshold Level”) set out in the Santos SA. If daily net sales average over a period of not less than 90 consecutive days within a specified rate band, then the specified Bonus Amount for that rate band shall be paid. If all rate bands are achieved the cumulative Bonus Amount shall be A$17.5 million. The Bonus Amount is only payable once in respect of each Threshold Level. Accordingly, once a Threshold Level has been achieved and a Bonus Amount paid, no further payment will be triggered for that Threshold Level.

The cash consideration payable for the sale of the Palm Valley Interests by the Santos Entities is A$2.9 million (plus or minus adjustments for the period from the Effective Date to Completion). The cash consideration payable for the sale of the Dingo Interests by the Santos Entities is A$0.1 million (plus or minus adjustments for the period from the Effective Date to Completion).

Due to the recent closing of this transaction, our consideration of the accounting implications of this transaction is not complete as of this filing, and for this reason we are not in a Public Equityposition to provide an estimate of the financial effect of the acquisition on the Company.

Gas Supply and Purchase Agreement between Magellan Petroleum (N.T) Pty Ltd and Santos QNT Pty Ltd

On September 14, 2011, Magellan NT entered into a Gas Supply and Purchase Agreement (the “GSPA”), dated September 14, 2011, with the Santos Entities (such transaction referred to herein as the “Santos Gas Contract”).

The Santos Gas Contract is subject to Completion occurring under the Santos SA and provides for the sale by Magellan NT to the Santos Entities of a total contract gas quantity of 25.65PJ over the anticipated 17 year term of the GSPA, subject to certain limitations regarding deliverability into the Amadeus Pipeline.

The term of the GSPA shall commence on the later of Completion under the Santos SA, the first delivery of gas under a Concession GSPA or January 16, 2012 (when the existing gas sales agreement for the Palm Valley Gas Field expires) and will expire if the total contract quantity is reached before the expiry of 17 years. Under the

GSPA, the Santos Entities are required to use reasonable endeavors to enter into one or more agreements with their customers for the sale of gas solely from the Mereenie Gas Field, the Palm Valley Gas Field or other permissible fields under the GSPA and that collectively will require an average aggregate daily contract quantity for each day during the term of the GSPA of not less than 5.86 TJ (“PIPE”Concession GSPA”).

The price for gas supplied by Magellan NT shall be the weighted average of the price obtained for all gas sold or to be sold by the Santos Entities from the Mereenie Interests during the relevant contract year.

The GSPA provides a detailed procedure to be followed by the parties in determining the amount of gas that will provided daily during each contract year. The maximum daily contract quantities under the GSPA (“Maximum DQ”) are based on a maximum annual contract quantity of 1.71PJ, spread evenly over a year. In the last two (2) years of the term (known as the “Recovery Period”), the maximum annual contract quantity will be one half of the difference between the total contract quantity of 25.65PJ and what has been sold to the Santos Entities by Magellan NT up to that date. On any day, Magellan NT is obliged (subject to the usual exceptions for planned and unplanned maintenance and force majeure) to supply the lesser of the Maximum DQ, the daily contract forecast quantities provided by Magellan NT prior to the commencement of a contract year and 80% of the quantities nominated by the Santos Entities’ customers under the Concession GSPAs (“Supply Obligation”).

If the term of the GSPA does not commence by April 15, 2012 (90 days after the expiry of the existing gas sales agreement for the Palm Valley Gas Field):

(i)The Santos Entities will purchase 460,000 GJ of gas in 2012 for a total price of A$2.0 million;

(ii)Under the Santos SA, the Bonus Amount associated with lowest Threshold Level will decrease from A$5,000,000 to A$2,000,000 and the Bonus Amount associated with the second highest Threshold Level will be increased from A$250,000 to A$1,250,000;

If a Concession GSPA is then entered part-way through 2012, the volume purchased (and the total price) will be decreased proportionately.

Due to the recent closing of this transaction, our consideration of the accounting implications of this transaction is not complete as of this filing, and for this reason we are not in a position to provide an estimate of the financial effect of the acquisition on the Company.

Lease Purchase and Sale and Participation Agreement with VAALCO energy (USA), INC.

On September 6, 2011, the Company and Nautilus entered into a Lease Purchase and Sale and Participation Agreement (the “VAALCO PSA”) with VAALCO energy (USA), INC (“VAALCO”) and simultaneously closed the transaction described therein (the “Closing Date”).

Pursuant to the VAALCO PSA, the Company received $5 million in cash on the Closing Date. VAALCO also agreed to drill three (3) new wells, at its largest stockholder, Young Energy Prize S.A.sole expense as operator, to the Bakken formation and to formations below the Bakken (the “Deep Intervals”) in the Poplar Field. Upon completion of the three (3) new wells (“YEP”Obligation Wells”) in the Deep Intervals of the Poplar Field, VAALCO will earn a 65% working interest in the Deep Intervals within the Poplar Field. One well will is required to be spud on or before June 1, 2012 and the second and third are required to be spud on or before December 31, 2012. One well will be drilled horizontally to test the Bakken Formation, one well will be drilled vertically to test the Red River Formation, and a third will be targeted at VAALCO’s discretion. All production from an Obligation Well that is completed and the revenue from the sale thereof attributable to applicable leases shall be owned by Magellan/Nautilus and VAALCO consistent with their working interests of 35% and 65%, respectively, subject to all applicable burdens and taxes.

Under the VAALCO PSA, if VAALCO fails to drill and, if applicable, complete, any of the Obligation Wells in accordance with the agreement: (i) VAALCO will not be entitled to the assignment of the Deep Intervals; (ii) VAALCO shall have no further right to earn any interest in the Deep Intervals; (iii) the Company

shall be entitled to retain the purchase price; (iv) VAALCO shall relinquish, effective as of the date of the failure, all of VAALCO’s rights, title, and interest in any Obligation Well that has been drilled and, if applicable, completed; and the Company and Nautilus shall have the right to terminate the VAALCO PSA. However, VAALCO shall be entitled to retain any production and the sale proceeds there from attributable to a relinquished Obligation Well that has accrued to VAALCO’s credit prior to the effective date of the relinquishment.

The VAALCO PSA also provides a process for the resolution of title defects identified through December 31, 2011.

We are unable to estimate the financial effect this transaction will have on the Company, as the results of the planned drilling program will dictate such financial results.

Purchase of the Non-Controlling Interest in Nautilus Poplar LLC.

On September 2, 2011, the Company entered into a Purchase and Sale Agreement with the members of Nautilus Technical Group LLC and Eastern Rider LLC (the members of NTG and ER individually a “Nautilus Seller” and collectively, the “Nautilus Sellers”), to acquire all of the membership interests in Nautilus Tech and ER, each a Luxembourg corporation.Colorado limited liability company (“Nautilus PSA”). As a result of the transaction, the Company acquired an additional 14.3% interest in the Poplar Field and now owns directly or indirectly through Nautilus, a 100% working interest in the Poplar Field, aside from certain working interest owners in the Northwest Poplar Field.

Prior to entering into the Nautilus PSA, the Company owned an 83.5% ownership interest in Nautilus, alongside Nautilus Tech and ER, which owned 10% and 6.5% membership interests, respectively. Nautilus Tech also owned a direct 2.9% working interest in the Poplar Field, aside from certain working interest owners in the Northwest Poplar Field alongside the Company’s direct 28.3% working interest in the Poplar Field. Nautilus holds a 68.75% undivided working interest in the East Poplar Unit and varied majority interests in the Northwest Poplar Field, which were first discovered in the early 1950s and have unrecovered oil reserves. As a result of the acquisition of the Nautilus Sellers’ interests in Nautilus Tech and ER (“Nautilus Transaction”), the Company is now Nautilus’ sole member and interest holder of Nautilus and owns a 100% working interest in the Poplar Field, aside from certain working interest owners in the Northwest Poplar Field. The placement involvesNautilus Sellers include Mr. J. Thomas Wilson, a Company director, a consultant to Nautilus (each a “Related Seller”) as well as certain other persons.

The Company paid $4 million in cash to the issuanceSellers at closing and salewill issue approximately $2.0 million worth of up to 5.2 million new shares of the Company’s common stock $0.01to acquire the Seller’s estimated combined direct and indirect 14.3% interest in the Poplar Field. The cash consideration was paid to the Nautilus Sellers upon the execution of the Nautilus PSA. The $2 million worth of new shares of the Company’s common stock, par value $.01 per share (“Common Stock”), less certain debt owed to YEP and/or one or morethe Company by Nautilus, Nautilus Tech and ER and certain costs equaling approximately $.3 million, will be issued on the earlier of its affiliates in return(i) the business day that is three business days following the date on which the Company’s Form 10-K for $3.00 per new share issuedthe year ending June 30, 2011 is filed with the Securities and sold. PlacementExchange Commission (“SEC”) and (ii) September 30, 2011 (“Issuance Date”). Pricing of the shares is expectedwill be determined according to occur in one or more closings through December 25, 2010, with the proceeds to be used to cover operating and financing expenditures associated withfollowing guidelines; on the purchase by MPAL of the 40% interest in the Evans Shoal field (see Note 10). The share purchase price is approximately 63% above the Common Stock closing price on August 6, 2010. If all shares are placed, the ownership position of YEP and its affiliates inIssuance Date, the Company will consist of approximately 15.5 millionshall deliver to a Nautilus Seller shares of Common Stock as is determined by dividing the total share consideration allocated to the Nautilus Seller under the Nautilus PSA by, in the case of Related Seller, the greater of (i) the NASDAQ consolidated closing bid price of a share of Common Stock on the business day immediately preceding the execution of the PSA date and 4.4 million(ii) the NASDAQ official closing price of a share of Common Stock on the earlier of the business day that is two business days following the date on which MPET’s Form 10-K for the year ending June 30, 2011 is filed with the SEC and September 22, 2011 (“NASDAQ Closing Price”). In the case of a Nautilus Seller that is not a Related Seller, MPET shall deliver shares of Common Stock issuable under YEP’s existing warrant, or approximately 33% ofas is determined by dividing the outstandingTotal Share Consideration allocated to that Nautilus Seller by the NASDAQ Closing Price. All shares of Common Stock assumingsold pursuant to the full exerciseNautilus Transaction will be registered in the name of the Nautilus Sellers and have not been registered under the Securities Act of 1933, as amended (the “Securities Act”).

Due to the conflicting interests of Mr. Wilson resulting from his position with and financial interest in the Nautilus Sellers, the Board appointed a Special Transaction Committee (“Committee”) to provide an independent forum for the consideration of the transactions contemplated by the Nautilus PSA and the related RRA (discussed below). At the August 24, 2011 Committee meeting, the Committee approved, and recommended that the Board approve, the transactions. On August 26, 2011, the Board approved the transactions.

Due to the recent closing of this transaction, our consideration of the accounting implications of this transaction is not complete as of this filing, and for this reason we are not in a position to provide an estimate of the financial effect of the acquisition on the Company.

Registration Rights Agreement between the Company and Owners of Nautilus Technical Group LLC and Eastern Rider LLC

On September 2, 2011, the Company and the Nautilus Sellers entered into a Registration Rights Agreement (“RRA”), pursuant to which the Company granted to the Nautilus Sellers certain registration rights with respect to the shares owned by each Nautilus Seller and issued under the Nautilus PSA and, any securities issued or distributed in connection with such warrant.shares by way of stock dividend or stock split or other distribution or in connection with a combination of shares, recapitalization, reorganization, merger, consolidation, reclassification or otherwise and any other securities into which or for which shares of any other successor securities are received in respect of any of the foregoing (“Registrable Securities”).

The Company agreed to pay all expenses associated with the registration of the Registrable Securities except the fees and disbursements of counsel to the Nautilus Sellers. The Company also agreed to indemnify each Nautilus Seller whose Registrable Securities are covered by a Registration Statement or Prospectus (each as defined in the RRA), each Nautilus Seller’s officers, directors, general partners, managing members and managers, each person who controls (within the meaning of the Securities Act)) the Nautilus Seller and the officers, directors, general partners, managing members and managers of each such controlling person from and against any losses, claims, damages, or liabilities, expenses, judgments, fines, penalties, charges and amounts paid in settlement, as incurred, arising out of or based on certain untrue statements of material fact or certain omissions of material facts in any applicable Registration Statement and/or certain related documents.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of

Magellan Petroleum Corporation

Portland, Maine

We have audited Magellan Petroleum Corporation and subsidiaries’ (the “Company’s”) internal control over financial reporting as of June 30, 2011, based on criteria established inInternal Control — Integrated Frameworkissued by the Committee of Sponsoring Organizations of the Treadway Commission. The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on that risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company’s internal control over financial reporting is a process designed by, or under the supervision of, the company’s principal executive and principal financial officers, or persons performing similar functions, and effected by the company’s board of directors, management, and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may not be prevented or detected on a timely basis. Also, projections of any evaluation of the effectiveness of the internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis. The following material weaknesses have been identified and included in management’s assessment: (1) the inadequate design of internal controls related to the preparation and review of the Consolidated Statement of Cash Flows and (2) the ineffective operation of internal controls to evaluate the work of management’s third party accounting experts, which are utilized to supplement management’s internal review procedures for certain significant, complex, and/or non-routine matters. These material weaknesses were considered in determining the nature, timing, and extent of audit tests applied in our audit of the consolidated financial statements as of and for the year ended June 30, 2011, of the Company and this report does not affect our report on such financial statements.

In our opinion, because of the effect of the material weaknesses identified above on the achievement of the objectives of the control criteria, the Company has not maintained effective internal control over financial reporting as of June 30, 2011, based on the criteria established inInternal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated financial statements as of and for the year ended June 30, 2011, of the Company and our report dated September 20, 2011 expressed an unqualified opinion on those financial statements and included an explanatory paragraph regarding the Company’s adoption of the Accounting Standards Update No. 2010-3, “Oil and Gas Reserve Estimation and Disclosures”.

/s/ Deloitte & Touche LLP

Hartford, Connecticut

September 20, 2011

Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None

 

Item 9A.Controls and Procedures

Disclosure Controls and Procedures

An evaluation was performed under the supervision and with the participation of the Company’s management, including William H. Hastings, the Company’s President and Chief Executive Officer (“CEO”), and Antoine J. Lafargue, the Company’s Chief Financial Officer (“CFO”), of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Securities and Exchange Act of 1934, the “Exchange Act”) as of June 30, 2010.2011. Based on this evaluation, the Company’s CEO and CFO concluded that the Company’s disclosure controls and procedures were not effective suchbecause of the material weaknesses described below. However, the Company believes that the material information required to beconsolidated financial statements included in this Form 10-K fairly present, in all material respects, the Company’s Securitiesfinancial position, results of operations and Exchange Commission reports is recorded, processed, summarizedcash flows for the periods presented and reported within the time periods specified in SEC rules and forms relating to the Company includingis addressing the internal control issues by developing a thorough remediation plan in conjunction with its consolidated subsidiaries,Audit Committee and the information required to be disclosed was accumulated and communicated to managementthird party accounting advisors, as appropriate to allow timely decisions for disclosure.further detailed below.

Management’s Report on Internal Control Over Financial Reporting

Internal control over financial reporting (as defined in Rule 13a-15(f) adopted under the Exchange Act) is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with accounting principles generally accepted in the United States of America. Internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the Company’s assets; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America, and that the Company’s receipts and expenditures are being made only in accordance with authorizations of the Company’s management and directors; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the consolidated financial statements.

Management acknowledges its responsibility for establishing and maintaining adequate internal control over financial reporting. We have used the criteria established in Internal Control —Control; Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in conducting our evaluation of the effectiveness of the internal control over financial reporting. Based on our evaluation, we concluded that the Company’s internal control over financial reporting was not effective as of June 30, 2010. During fiscal year 2010, the Company acquired a controlling interest in Nautilus Poplar LLC. While the company has begun the process of incorporating its controls and procedures into Nautilus Poplar LLC, management did not complete the documentation, evaluation and testing of internal controls over the financial reporting of Nautilus Poplar LLC as of June 30, 2010. Therefore, the Company did not include Nautilus Poplar LLC in its assessment2011 because of the effectiveness of the company’smaterial weaknesses in our internal controls over financial reporting as of June 30, 2010.described below.

This annual report does not include an attestation report of the Company’sDeloitte & Touche LLP, our independent registered public accounting firm, regardinghas audited the financial statements included in this report on Form 10-K and has issued a report on our internal control over financial reporting. Management’sTheir report was not subjectis included in Item 8 of this report.

In light of the material weaknesses described below, we performed additional analysis to attestation byensure our consolidated financial statements included herein, were prepared in accordance with generally accepted accounting principles and accurately reflect our financial condition, results of operations and cash flows for the fiscal year ended June 30, 2011 and other periods presented in this report. As a result, notwithstanding the material weaknesses discussed herein, management has concluded that the consolidated financial statements included in this Form 10-K fairly present, in all material respects, the Company’s independent registered public accounting firm pursuant to Section 989Gfinancial position, results of operations and cash flows for the periods presented.

Material Weakness in Internal Control Over Financial Reporting

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act), such that there is a reasonable possibility that a

material misstatement of the Dodd-FrankCompany’s annual or unaudited condensed consolidated interim consolidated financial statements will not be prevented or detected on a timely basis.

1)Over the last year, the Company has significantly expanded the size and capability of its accounting staff to ensure that there are adequate financial reporting resources to manage and support the growth and increase in complexity of the Company’s operations that occurred in the year ended June 30, 2011, as well as to ensure compliance with all applicable regulatory requirements. As a result of our improved review process and in combination with the evaluation and redesign of our internal controls over financial reporting, during our assessment of the Company’s disclosure controls and procedures as of March 31, 2011, the Company identified an error in our unaudited condensed consolidated statement of cash flows. Certain foreign currency exchange losses were improperly excluded from the reconciliation of our net loss to cash flows from operations in our consolidated statement of cash flows. Please see Note 2 to our consolidated financial statements of this report dated June 30, 2011 for further information. In addition, despite improvements to our process, we found that certain other errors were made in the preparation of the Consolidated Statement of Cash Flows for the period ended June 30, 2011. The current period errors if taken on their own, would not be considered material, however in light of the previous material weakness, management has concluded that the aforementioned weakness has not been fully remediated as of June 30, 2011. These errors did not affect our Consolidated Balance Sheet or Consolidated Statements of Operations for any of the prior periods impacted, nor did it affect the total cash increase or decrease reported for any of the periods presented. Although the error did not have an impact on the aforementioned items, management has concluded that under Rule 13a-15(f) of the Exchange Act, the error described above is considered a material weakness in our internal controls over financial reporting. The error resulted from inadequate design of our internal controls related to the preparation and review of the Consolidated Statement of Cash Flows. The Company’s process for preparing the Consolidated Statement of Cash Flows lacked sufficient procedures to review the Consolidated Statement of Cash Flows to ensure that all required adjustments necessary for proper presentation of the Consolidated Statement of Cash Flows were reflected therein.

2)Given the significant structural changes and transactions the Company has engaged in over the past two years, and despite expanded internal staff and resources, the Company decided to utilize third party accounting experts, to supplement management’s internal review procedures for certain significant complex and/or non-routine matters. However, the Company’s internal procedures require that the Company conduct a final review of the work provided by these third party accounting experts. There was an instance where such review process was not performed in a timely manner and as a result such third party accounting experts who were not using most up to date information reached erroneous conclusions. This instance specifically related to the annual impairment test of the Company’s goodwill which was an analysis performed as of June 30, 2011.

Management’s Remediation Efforts

1)Since discovering the cash flow error as part of our March 31, 2011 financial reporting process, management has worked with third party accounting experts to further improve our process for consolidating and translating our Consolidated Statement of Cash Flows.

The Company will continue to work with its third party accounting experts to improve its process surrounding the Statement of 2010Cash Flows including the following steps:

The Company plans to augment its financial reporting and technical accounting resources to enable more detailed and rigorous reviews of the cash flow statement preparation process.

Improved communication surrounding new or unusual transactions.

Conducting additional training of subsidiary personnel to assist in the preparation of documents supporting the preparation of the statement of cash flows.

Regular reports will be issued to the Audit Committee and Board of Directors as to the planned improvements and progress of said remediation.

2)Going forward, the Company plans to augment its financial reporting / technical accounting resources to enable more timely, detailed and rigorous reviews of documentation of the accounting implications / conclusions of complex and/or non-routine transactions, as well as recurring transactions and analyses including the preparation of the consolidated statement of cash flows.

Management and the Company’s Audit Committee are fully committed to continued improvement of our internal controls over financial reporting. We have worked diligently on this matter and management believes the process improvements made and to be made will remediate the identified control deficiencies and strengthen the Company’s internal controls over financial reporting. The reliability of the internal control process requires repeatable execution and as such the successful remediation of these material weaknesses will require review and evidence of effectiveness prior to management concluding that permits the Companycontrols are effective in our future SEC reports.

The improvement in our internal processes, in particular the Company’s new consolidation process, has already demonstrated increased effectiveness and remediated an issue identified related to provide only management’sthe Company’s March 31, 2011 unaudited interim financial statements. After filing our third quarter report on Form 10-Q, we found an error that affected our March 31, 2011 financial reports. The error related to the consolidation of one of MPAL’s subsidiaries. The effect of the error on the March 31, 2011 unaudited condensed consolidated financial statements was an understatement of $69,000 to exploration expense and net income included in the unaudited condensed consolidated statement of operations and an understatement of Oil and Gas assets and Accumulated Other comprehensive income of $1,633,000 and $1,702,000 respectively included in the unaudited condensed consolidated balance sheet. In light of this annual report.error, we determined that there was a material weakness in design of our processes and procedures regarding the consolidation of our foreign subsidiary, as of March 31, 2011. During the fourth quarter ended June 30, 2011 we finalized and fully implemented changes to, and improvements in the controls over our consolidation processes that were being developed over the course of the year. These new controls include the use of a new consolidation tool and having the consolidation of our Australian subsidiary performed by accounting personnel in Australia and were applied to historical financial statements as part of testing of the new controls and procedures. Our application of these controls over historical financial statements, resulted in the identification of the error in our reporting at March 31, 2011 and have fully remediated the material weakness in the controls over our consolidation process.

Limitations

Because of its inherent limitations, internal control over financial reporting and procedures may not prevent or detect misstatements. A control system, no matter how well conceived and operated, can provide only

reasonable, not absolute, assurance that the objectives of the control system are met. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies and procedures may deteriorate.

Changes in Internal Control Over Financial Reporting

ThereOther than described above, there have not been any other changes in the Company’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fourth fiscal quarter of the Company’s fiscal year ended June 30, 20102011 that have materially affected, or are reasonablyreasonable likely to materially affect the Company’s internal control over financial reporting.

 

Item 9B.Other Information

NoneAgreements between Magellan Petroleum (N.T.) Pty Ltd and Santos QNT Pty Ltd and Santos Limited

On September 14, 2011, Magellan Petroleum (N.T.) Pty Ltd, a subsidiary of the Company, entered into a sales agreement and a gas supply and purchase agreement with Santos QNT Pty Ltd and Santos Limited. These

agreements and the Santos Transaction are described in Note 20 (Subsequent Events) to the consolidated financial statements included in Item 8 of this annual report, which descriptions are hereby incorporated by reference into this Item 9B in their entirety.

Agreement between Magellan Petroleum Corporation, Nautilus Poplar, LLC, Nautilus Technical Group LLC and Eastern Rider LLC

On September 2, 2011, Magellan Petroleum Corporation, Nautilus Poplar, LLC, Nautilus Technical Group LLC and Eastern Rider LLC entered into a purchase and sale agreement. This agreement is described in Note 20 (Subsequent Events) to the consolidated financial statements included in Item 8 of this annual report, which descriptions are hereby incorporated by reference into this Item 9B in their entirety.

PART III

Pursuant to General Instruction G(3), the information called for by Items 10, (except for information concerning the executive officers of the Company) 11, 12, 13 and 14 is hereby incorporated by reference to the Company’s definitive proxy statement to be filed on EDGAR with respect to the fiscal year ended June 30, 2010.2011. Certain information concerning the executive officers of the Company is included asunder Item 10 of this report.

 

Item 10.Directors, Executive Officers and Corporate Governance

The following is a list of the executive officers of the Company:

 

Name

  Age  Office Held  Length of Service
as an Officer
  Other Positions Held
with Company

William H. Hastings

  5556  President and Chief Executive Officer  Since 2008  None

Antoine J. Lafargue

  3637  Chief Financial Officer and Treasurer  Since 2010  None

For further information regarding the named executive officers, see the Company’s Proxy Statement to be filed with the SEC on or about October 4, 2010.September 29, 2011.

 

Item 11.Executive Compensation

Information to be included in annual Proxy Statement.

 

Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Information to be included in annual Proxy Statement.

 

Item 13.Certain Relationships and Related Transactions, and Director Independence

Information to be included in annual Proxy Statement.

 

Item 14.Principal Accounting Fees and Services

Information to be included in annual Proxy Statement.

PART IV

 

Item 15.Exhibits, Financial Statement Schedules

(a) (1) Financial Statements.

The financial statements listed below and included under Item 8 are filed as part of this report.

 

   Page
Reference

Report of Independent Registered Public Accounting Firm

 49

Consolidated balance sheets as of June 30, 20102011 and 20092010

 50

Consolidated statements of operations for each of the three years in the period ended June 30, 20102011

 51

Consolidated statements of stockholders’changes in equity and comprehensive loss for each of the three years in the period ended June 30, 20102011

 52

Consolidated statements of cash flows for each of the three years in the period ended June 30, 20102011

 53

Notes to consolidated financial statements

 54

Supplementary oil and gas information (unaudited)

  7882

(2) Financial Statement Schedules.

All schedules have been omitted since the required information is not present or not present in amounts sufficient to require submission of the schedule, or because the information required is included in the consolidated financial statements and the notes thereto.

(d) Exhibits.

The following exhibits are filed or furnished as part of this report:report pursuant to Item 601 of Regulation S-K.:

Item Number

2. Plan of acquisition, reorganization, arrangement, liquidation or succession.

None.

3. Articles of Incorporation and By-Laws.

(a) Restated Certificate of Incorporation as filed on May 4, 1987 with the State of Delaware and Amendment of Article Twelfth as filed on February 12, 1988 with the State of Delaware filed as exhibit 4(b) to Form S-8 Registration Statement, filed on January 14, 1999, are incorporated herein by reference.

(b) Certificate of Amendment to Certificate of Incorporation as filed on December 26, 2000 with the State of Delaware, filed as Exhibit 3(a) to the Company’s quarterly report on Form 10-Q filed on February 13, 2001 and incorporated herein by reference.

(c) Certificate of Amendment to restated certificate of incorporation related to article 12Article 12th as filed on October 15, 2009 with the stateState of Delaware, filed as exhibit 3.3 to quarterly report on form 10QForm 10-Q filed on February 16, 2010, is incorporated herein by reference.

(d) Certificate of Amendment to restated March 10, 2010 certificate of incorporation related to article 13Article 13th as filed on October 15, 2009 with the stateState of Delaware, filed as Exhibit 3.4 to quarterly report on form 10QForm 10-Q filed on February 16, 2010, is incorporated herein by reference.

(e) Certificate of Amendment to restated certificate of incorporation related to Article Fourth as filed on Dec. 10, 2010, with the State of Delaware, filed as Exhibit 3.1 to current report on Form 8-K filed on Dec. 13, 2010, is incorporated herein by reference.

(e)(f) By-Laws, as amended on March 10, 2010, as filed as Exhibit 3.1 to current Report on Form 8-K filed on March 15, 2010, are incorporated by reference.

4. Instruments defining the rights of security holders, including indentures.

None.

9. Voting Trust Agreement.

None.

10. Material contracts.

(a) Petroleum Lease No. 4 dated November 18, 1981 granted by the Northern Territory of Australia to United Canso Oil & Gas Co. (N.T.) Pty Ltd. filed as Exhibit 10(a) to Annual Report on Form 10-K for the year ended June 30, 1999 (File No. 001-5507) is incorporated herein by reference.

(b) Petroleum Lease No. 5 dated November 18, 1981 granted by the Northern Territory of Australia to Magellan Petroleum (N.T.) Pty. Ltd. filed as Exhibit 10(b) to Annual Report on Form 10-K for the year ended June 30, 1999 (File No. 001-5507) is incorporated herein by reference.

(c) Gas Sales Agreement between The Palm Valley Producers and The Northern Territory Electricity Commission dated November 11, 1981 filed as Exhibit 10(c) to Annual Report on Form 10-K for the year ended June 30, 1999 (File No. 001-5507) is incorporated herein by reference.

(d) Palm Valley Petroleum Lease (OL3) dated November 9, 1982 filed as Exhibit 10(d) to Annual Report on Form 10-K for the year ended June 30, 1999 (File No. 001-5507) is incorporated herein by reference.

(e) Agreements relating to Kotaneelee.

(1) Copy of Agreement dated May 28, 1959 between the Company et al and Home Oil Company Limited et al and Signal Oil and Gas Company filed as Exhibit 10(e) to Annual Report on Form 10-K for the year ended June 30, 1999 (File No. 001-5507) is incorporated herein by reference.

(2) Copies of Supplementary Documents to May 28, 1959 Agreement (see (e)(1) above), dated June 24, 1959, consisting of Guarantee by Home Oil Company Limited and Pipeline Promotion Agreement filed as Exhibit 10(e) to Annual Report on Form 10-K for the year ended June 30, 1999 (File No. 001-5507) is incorporated herein by reference.

(3) Copy of Modification to Agreement dated May 28, 1959 (see (e)(1) above), made as of January 31, 1961. Filed as Exhibit 10(e) to Annual Report on Form 10-K for the year ended June 30, 1999 (File No. 001-5507) is incorporated herein by reference.

(4) Copy of Letter Agreement dated February 1, 1977 between the Company and Columbia Gas Development of Canada, Ltd. for operation of the Kotaneelee gas field filed as Exhibit 10(e) to Annual Report on Form 10-K for the year ended June 30, 1999 (File No. 001-5507) is incorporated herein by reference.

(f)(d) Palm Valley Operating Agreement dated April 2, 1985 between Magellan Petroleum (N.T.) Pty. Ltd., C. D. Resources Pty. Ltd., Farmout Drillers N.L., Canso Resources Limited, International Oil Proprietary, Pancontinental Petroleum Limited, I.E.D.C. Australia Pty. Ltd., Southern Alloys Ventures Pty. Limited and Amadeus Oil N.L. filed as Exhibit 10(f) to Annual Report on Form 10-K for the year ended June 30, 1999 (File No. 001-5507) is incorporated herein by reference.

(g)(e) Mereenie Operating Agreement dated April 27, 1984 between Magellan Petroleum (N.T.) Pty., United Oil & Gas Co. (N.T.) Pty. Ltd., Canso Resources Limited, Oilmin (N.T.) Pty. Ltd., Krewliff Investments Pty. Ltd., Transoil (N.T.) Pty. Ltd. and Farmout Drillers NL and Amendment of October 3, 1984 to the above agreement filed as Exhibit 10(g) to Annual Report on Form 10-K for the year ended June 30, 1999 (File No. 001-5507) is incorporated herein by reference.

(h)(f) Palm Valley Gas Purchase Agreement dated June 28, 1985 between Magellan Petroleum (N.T.) Pty. Ltd., C. D. Resources Pty. Ltd., Farmout Drillers N.L., Canso Resources Limited, International Oil Proprietary, Pancontinental Petroleum Limited, IEDC Australia Pty Limited, Amadeus Oil N.L., Southern Alloy Venture Pty. Limited and Gasgo Pty. Limited. Also included are the Guarantee of the Northern Territory of Australia dated June 28, 1985 and Certification letter dated June 28, 1985 that the Guarantee is binding. All of the above were filed as Exhibit 10(h) to Annual Report on Form 10-K for the year ended June 30, 1999 (File No. 001-5507) and are incorporated herein by reference.

(i) Mereenie Gas Purchase Agreement dated June 28, 1985 between Magellan Petroleum (N.T.) Pty. Ltd., United Oil & Gas Co. (N.T.) Pty. Ltd., Canso Resources Limited, Moonie Oil N.L., Petromin No Liability, Transoil No Liability, Farmout Drillers N.L., Gasgo Pty. Limited, The Moonie Oil Company Limited, Magellan Petroleum Australia Limited and Flinders Petroleum N.L. Also included is the Guarantee of the Northern Territory of Australia dated June 28, 1985. All of the above were filed as Exhibit 10(i) to Annual Report on Form 10-K for the year ended June 30, 1999 (File No. 001-5507) and are incorporated herein by reference.

(j)(g) Agreements dated June 28, 1985 relating to Amadeus Basin-Darwin Pipeline which include Deed of Trust Amadeus Gas Trust, Undertaking by the Northern Territory Electric Commission and Undertaking from the Northern Territory Gas Pty Ltd. filed as Exhibit 10(j) to Annual Report on Form 10-K for the year ended June 30, 1999 (File No. 001-5507) is incorporated herein by reference.

(k)(h) Agreement between the Mereenie Producers and the Palm Valley Producers dated June 28, 1985 filed as Exhibit 10(k) to Annual Report on Form 10-K for the year ended June 30, 1999 (File No. 001-5507) is incorporated herein by reference.

(l)(i) Form of Indemnification Agreement for Directors and Officers pursuant to Article SIXTEENTH of the Company’s Restated Certificate of Incorporation and the Company’s Bylaws, filed as Exhibit 10.1 to current report on Form 8-K filed on June 2, 2009, is incorporated herein by reference.

(m)(j) 1998 Stock Option Plan, filed as Exhibit 4(a) to Form S-8 Registration Statement on January 14, 1999, filed as Exhibit 10(m) to Annual Report on Form 10-K for the year ended June 30, 1999 (File No. 001-5507) is incorporated herein by reference.

(n)(k) First Amendment to the 1998 Stock Option Plan dated October 24, 2007, filed as Exhibit 10 (n) to Annual Report on Form 10-K for the year ended June 30, 2008 (File No. 001-5507) is incorporated herein by reference.

(o) 1989 Stock Option Plan filed as Exhibit O to Annual Report on Form 10-K for the year ended June 30, 2002 (File No. 001-5507) is incorporated herein by reference.

(p) Amended and Restated Employment Agreement between Daniel J. Samela and Magellan Petroleum Corporation effective September 28, 2008, filed as exhibit 10(p) to Annual Report on Form 10-K for the year ended June 30, 2008 (File No. 001-5507) is incorporated herein by reference.

(q)(l) Palm Valley Renewal of Petroleum Lease dated November 6, 2003, filed as Exhibit 10 (s) to Annual Report on Form 10-K for the year ended June 30, 2005, is incorporated herein by reference.

(r) 1998(m) Magellan Petroleum Corporation 1998 Stock Incentive Plan, as amended and restated through May 27, 2009,December 8, 2010, as filed as Exhibit 10(c)10.1 to annualthe Company’s current report on form 10K for the year ended June 30, 2009 (file No. 001-5507)Form 8-K on December 13, 2010, is incorporated herein by reference.reference herein.

(s)(n) Form of Non-Qualified Stock Option Award Agreement for officers and directors, filed as Exhibit 10.1 to current report on Form 8-K filed on November 30, 2005, is incorporated by reference herein.

(t)(o) Form of Amendment to Non-Qualified Stock Option Agreement for directors, December 11, 2008, filed as Exhibit 10.2 to current report on Form 8-K filed on December 15, 2008, is incorporated by reference herein.

(u)(p) Employment Agreement between the Company and William H. Hastings, dated as of February 3, 2009, filed as Exhibit 10.1 to current report on Form 8-K filed on February 9, 2009, is incorporated by reference herein.

(v)(q) Indemnification Agreement between the Company and William H. Hastings, dated as of February 3, 2009, filed as Exhibit 10.2 to current report on Form 8-K filed on February 9, 2009, is incorporated by reference herein.

(w)(r) Non-Qualified Stock Option Award Agreement between the Company and William H. Hastings, dated as of February 3, 2009, filed as Exhibit 10.3 to current report on Form 8-K filed on February 9, 2009, is incorporated by reference herein.

(x)(s) Non-Qualified Stock Option Performance Award Agreement between the Company and William H. Hastings, dated as of February 3, 2009, filed as Exhibit 10.4 to current report on Form 8-K filed on February 9, 2009, is incorporated by reference herein.

(y)(t) Warrant Agreement between the Company and Young Energy Prize S.A, (YEP) dated July 9, 2009, filed as Exhibit 10.1 to current report on Form 8-K filed on July 14, 2009, is incorporated herein by reference.

(z)(u) Registration Rights Agreement between the Company and Young Energy Prize S.A,YEP dated July 9, 2009, filed as Exhibit 10.2 to current report on Form 8-K filed on July 14, 2009, is incorporated herein by reference.

(aa)(v) Consulting Agreement between the Company and J. Thomas Wilson, dated July 9, 2009, filed as Exhibit 10.4 to current report on Form 8-K filed on July 14, 2009, is incorporated herein by reference.

(bb)(w) Non-qualified stock option award agreement between the Company and J. Thomas Wilson, dated July 9, 2009, filed as Exhibit 10.5 to current report on Form 8-K filed on July 14, 2009, is incorporated herein by reference.

(cc)(x) Non-qualified stock option performance award agreement between the Company and J. Thomas Wilson, dated July 9, 2009, filed as Exhibit 10.6 to current report on Form 8-K filed on July 14, 2009, is incorporated herein by reference.

(dd) Purchase and Sale Agreement between and among the Company, White Bear and the YEP I Fund, dated as of October 14, 2009, filed asExhibit 2.1 to current report on Form 8-K filed on October 14, 2009, is incorporated by reference herein.

(ee)(y) Amended and Restated Operating Agreement of Nautilus Poplar, between and among White Bear, the YEP I Fund, Nautilus Tech and Eastern Rider, dated as of October 14, 2009, filed asExhibit 10.1 to current report on Form 8-K filed on October 14, 2009, is incorporated by reference herein.

(ff)(z) First Amendment to Registration Rights Agreement, between and among the Company, YEP and the YEP I Fund, dated as of October 14, 2009, filed asExhibit 10.2 to current report on Form 8-K filed on October 14, 2009, is incorporated by reference herein.

(gg) Letter Agreement between and among the Company, Eastern Rider, Nikolay V. Bogachev and Nautilus Tech, dated October 14, 2009, filed asExhibit 10.3 to current report on Form 8-K filed on October 14, 2009, is incorporated by reference herein.

(hh) Nockatunga Asset Sale Agreement, Magellan Petroleum (Eastern) Pty Ltd and Santos QNT Pty Ltd, dated as of December 22, 2009, filed asExhibit 10.4 to quarterly report on Form 10-Q filed on February 16, 2010, is incorporated herein by reference.

(ii)(aa) Employment Agreement between the Company and Susan M. Filipos, dated as of September 28, 2009,August 19, 2011, filed asExhibit 10.1 to current report on Form 8-K filed on May 7, 2010, is incorporated herein by reference.

(jj)(bb) Non-qualified Stock Option Award Agreement between the Company and Susan M. Filipos, dated as of October 1, 2009, filed asExhibit 10.2 to current report on Form 8-K filed on May 7, 2010, is incorporated herein by reference.

(kk)(cc) Assets Sale Deed between Magellan Petroleum Australia Limited and Santos Offshore Pty Ltd., dated as of March 25, 2010, filed asExhibit 2.1 to quarterly report on Form 10-Q filed on May 14, 2010, is incorporated herein by reference.

(ll)(dd) Amended and Restated Warrant Agreement, dated March 11, 2010, filed asExhibit 10.1 to quarterly report on Form 10-Q filed on May 14, 2010, is incorporated herein by reference.

(mm)(ee) Form of non-qualified stock option award agreement between the Company and non-employee directors, dated April 1, 2010, filed asExhibit 10.2 to quarterly report on Form 10-Q filed on May 14, 2010, is incorporated herein by reference.

(nn)(ff) Form of restricted stock award agreement between the Company and non-employee directors, dated April 1, 2010 (Version A), filed asExhibit 10.3 to quarterly report on Form 10-Q filed on May 14, 2010, is incorporated herein by reference.

(oo)(gg) Form of restricted stock award agreement between the Company and non-employee directors, dated April 1, 2010 (Version B), filed asExhibit 10.4 to quarterly report on Form 10-Q filed on May 14, 2010, is incorporated herein by reference.

(pp)(hh) Indemnification Agreement between the Company and Susan M. Filipos, dated as of May 3, 2010, filed asExhibit 10.3 to current report on Form 8-K filed on May 7, 2010, is incorporated herein by reference.

(qq)(ii) Employment Agreement between the Company and Antoine J. Lafargue, dated as of August 2, 2010, filed asExhibit 10.1 to current report on Form 8-K filed on August 4, 2010, is incorporated herein by reference.

(rr)(jj) Indemnification Agreement between the Company and Antoine J. Lafargue, dated as of August 2, 2010, filed asExhibit 10.2 to current report on Form 8-K filed on August 4, 2010, is incorporated herein by reference.

(ss)(kk) Non-Qualified Stock Option Award Agreement between the Company and Antoine J. Lafargue, dated as of August 2, 2010, filed asExhibit 10.3 to current report on Form 8-K filed on August 4, 2010, is incorporated herein by reference.

(tt)(ll) Non-Qualified Stock Option Performance Award Agreement between the Company and Antoine J. Lafargue, dated as of August 2, 2010, filed asExhibit 10.4 to current report on Form 8-K filed on August 4, 2010, is incorporated herein by reference.

(uu)(mm) Securities Purchase Agreement between the Company and Young Energy Prize S.A.YEP., dated August 5, 2010, filed asExhibit 10.1 to current report on Form 8-K filed on Aug. 11, 2010, is incorporated herein by reference.

(vv)(nn) Memorandum of Agreement between the Company and Young Energy Prize S.A.,YEP, dated August 5, 2010, filed asExhibit 10.2 to current report on Form 8-K filed on Aug. 11, 2010, is incorporated herein by reference.

(ww)(oo) Investor Rights Agreement, between the Company and Young Energy Prize S.A.,YEP, dated August 5, 2010, filed asExhibit 10.3 to current report on Form 8-K filed on Aug. 11, 2010, is incorporated herein by reference.

(xx)

(pp) Letter Deed, dated December 23, 2010 between Magellan Petroleum Australia Limited and Santos Offshore Pty Ltd., filed as Exhibit 10.1 to Current Report on Form 8-K filed on Dec. 28, 2010, is incorporated herein by reference.

(qq) Deed of Variation between Magellan Petroleum Australia Limited and Santos Offshore Pty Ltd. dated as of January 31, 2011, filed as Exhibit 10.1 to Quarterly Report on Form 10-Q filed on May 16, 2011, is incorporated herein by reference.

(rr) Letter of YEP to the Company, dated January 13, 2011, effective as of December 23, 2010, filed as Exhibit 10.1 to Current Report on Form 8-K filed on Jan. 18, 2011, is incorporated herein by reference.

(ss) Second Amendment to Registration Rights Agreement between and among the Company, YEP and the ECP Fund, SICAV-FIS, dated June 23, 2010, filed as Exhibit 10(xx) to Annual Report on Form 10-K for the year ended June 30, 2010, is incorporated herein by reference.

(tt) First Amendment to Securities Purchase Agreement between the Company and YEP, dated February 11, 2011, filed herewith.as Exhibit 10.1 to Current Report on Form 8-K filed on February 18, 2011, is incorporated herein by reference.

11. Statement re computation of per share earnings.(uu) Second Amendment to Securities Purchase Agreement between the Company and YEP, dated February 17, 2011, filed as Exhibit 10.2 to Current Report on Form 8-K filed on February 18, 2011, is incorporated herein by reference.

Not applicable.(vv) Investment Agreement between the Company and YEP, dated February 11, 2011, filed as Exhibit 10.3 to Current Report on Form 8-K filed on February 18, 2011, is incorporated herein by reference.

12. Statement re computation of ratios.

None.

13. Annual report(ww) Amended Side Letter to security holders,Investment Agreement between the Company and YEP, dated February 17, 2011, filed as Exhibit 10.4 to Current Report on Form 10-Q or quarterly report to security holders.

Not applicable.8-K filed on February 18, 2011, is incorporated herein by reference.

14. Code of Ethics

Magellan Petroleum Corporation Standards of Conduct filed as Exhibit 14 to Annual Report Form 10-K for the year ended June 30, 2006, is incorporated herein by reference.

16. Letter re change in certifying accountant.

None

18. Letter re change in accounting principles.

None.

21. Subsidiaries of the registrant.

Filedregistrant is filed herewith.

22. Published report regarding matters submitted to vote of security holders.

Not applicable.

23. Consent of experts and counsel.

1. Consent of Deloitte & Touche LLP is filed herewith.

2. Consent of Allen & Crouch Petroleum Engineers Inc. is filed herewith.

3. Consent of RISC Pty Ltd.Ryder Scott Company, L.P. is filed herewith.

24. Power of attorney.

None.

31. Rule 13a-14(a) Certifications.

31.1 Certification of William H. Hastings, President and Chief Executive Officer, pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, is filed herewith.

31.2 Certification of Antoine J. Lafargue, Chief Financial and Accounting Officer, pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, is filed herewith.

32. Section 1350 Certifications.

32.1 Certification of William H. Hastings, President and Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, is furnished herewith.

32.2 Certification of Antoine J. Lafargue, Chief Financial and Accounting Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, is furnished herewith.

99.1 Summary reserves report of Allen & Crouch Petroleum Engineers Inc., is filed herewith.

99.2 Summary reserves report of RISC Pty Ltd.

(d) Financial Statement Schedules.

None.Ryder Scott Company, L.P. is filed herewith.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

 

MAGELLAN PETROLEUM CORPORATION

(Registrant)

By

 /s/    WILLIAM H. HASTINGS
 

 

William H. Hastings

President and Chief Executive Officer

(Duly Authorized Officer)

By

 /s/    ANTOINE J. LAFARGUE
 

 

Antoine J. Lafargue

Chief Financial Officer and Treasurer

(as Principal Financial and Accounting Officer)

Dated: September 28, 201020, 2011

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the date indicated.

 

/s/S/    WILLIAM H. HASTINGS        

William H. Hastings

  

President

and Chief Executive Officer

 Dated: September 28, 201020, 2011

/S/    ANTOINE J. LAFARGUE        

Antoine J. Lafargue

  

Chief Financial Officer

and Treasurer

 Dated: September 28, 201020, 2011

/S/    DONALD V. BASSO        

Donald V. Basso

  

Director

 Dated: September 28, 201020, 2011

/S/    NIKOLAY V. BOGACHEV        

Nikolay V. Bogachev

  

Director

 Dated: September 28, 201020, 2011

/S/    ROBERT J. MOLLAH        

Robert J. Mollah

  

Director

 Dated: September 28, 201020, 2011

/S/    WALTER MCCANNCCANN        

Walter MccannMcCann

  

Director

 Dated: September 28, 201020, 2011

/S/    RONALD P. PETTIROSSI        

Ronald P. Pettirossi

  

Director

 Dated: September 28, 201020, 2011

/S/    J. THOMAS WILSON        

J. Thomas Wilson

  

Director

 Dated: September 28, 201020, 2011

/S/    J. ROBINSON WEST        

J. Thomas WilsonRobinson West

  

Director

 Dated: September 28, 201020, 2011

INDEX TO EXHIBITS

 

10(xx)Second Amendment to Registration Rights Agreement between and among the Company, YEP and the ECP Fund, SICAV-FIS, dated as of June 23, 2010.
21.21  Subsidiaries of the Registrant.
23.23  1. Consent of Deloitte & Touche LLP
  2. Consent of Allen & Crouch Petroleum Engineers IncInc.
  3. Consent of RISC Pty Ltd.Ryder Scott Co. L.P.
31.31  Rule 13a-14(a) Certifications.
32.32  Section 1350 Certifications.
99.99  

1. Summary Reserves Report of Allen & Crouch, IncInc.

 

2. Summary Reserves Report of RISC Pty Ltd.Ryder Scott Co. L.P.

 

97108