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Washington, D.C. 20549

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

Copy to:
Michael Sextro
Macquarie Bank Limited, Representative Office
Suite 4550, 333 Clay Street
Houston TX 77002
Telephone +1 713 986 3600
Facsimile +1 713 986 3610

(Date of Event Which Requires Filing of this Statement)

 

 

CUSIP No.		210909107

TABLE OF CONTENTS

		Page
Item 1. Security and Issuer			1
Item 2. Identity and Background			1
Item 3. Source and Amount of Funds or Other Consideration			1
Item 4. Purpose of Transaction			1
Item 5. Interest in Securities of the Issuer			2
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer			2
Item 7. Material to Be Filed as Exhibits			3
Signatures
SCHEDULE I

i

Item 1. Security and Issuer.

The class of equity securities to which this Statement on Schedule 13D relates is the common shares (the “Shares”) of Continental Energy Corporation, a company organized under the laws of British Columbia (the “Issuer”), with its principal executive offices located at 14001 Dallas Parkway, Dallas, Texas, 75240.

Item 2. Identity and Background.This statement on Schedule 13D is being filed by Macquarie Bank Limited, a company formed under the laws of Australia (“MBL”). MBL’s primary business is the provision of various banking and financial services. MBL has its principal offices at No. 1 Martin Place, Sydney, New South Wales 2000, Australia.

The directors and executive officers of MBL are set forth on Schedule I attached hereto Schedule I sets forth the following information with respect to each such person:

		(i) name;
		(ii) business address (or residence address where indicated);
		(iii) present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted; and
		(iv) citizenship.

During the last five years, neither MBL nor any person named in Schedule I, has been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3. Source and Amount of Funds or Other Consideration.

The source of funds for the purchase of the Shares by the Reporting Person was its working capital. With respect to the warrants described in Item 6 and held by the Reporting Person, the source and amount of funds for the exercise, if any, are yet to be determined.

Item 4. Purpose of Transaction.The Reporting Person acquired beneficial ownership of the Shares solely for investment purposes.

Other than as set forth herein or in the Subscription Agreement (as defined below), the Reporting Person currently has no plans or proposals that relate to or would result in any of the actions enumerated in paragraphs (a) through (j) of Item 4 of Schedule 13D. However, the Reporting Person reserves the right to change its plans at any time, as it deems appropriate, in light of its ongoing evaluation of (a) its business and liquidity objectives, (b) the Issuer’s financial condition, business, operations, competitive position, prospects and/or share price, (c) industry,

economic and/or securities markets conditions, (d) alternative investment opportunities, and (e) other relevant factors. Without limiting the generality of the preceding sentence, the Reporting Person reserves the right (in each case, subject to any applicable restrictions under law or contract) to at any time or from time to time (i) purchase or otherwise acquire additional securities of the Issuer, or instruments convertible into or exercisable for any such securities (collectively, “Issuer Securities”), in the open market, in privately negotiated transactions, by takeover bid or otherwise, (ii) sell, transfer or otherwise dispose of Issuer Securities in public or private transactions, (iii) cause Issuer Securities to be distributed in kind to its investors, (iv) acquire or write options contracts, or enter into derivatives or hedging transactions, relating to Issuer Securities, and/or (v) encourage (including, without limitation, through communications with directors, management, and existing or prospective security holders, investors or lenders, of the Issuer, existing or potential strategic partners, industry analysts and other investment and financing professionals) the Issuer to consider or explore (A) sales or acquisitions of assets or businesses or other extraordinary corporate transactions, such as a takeover bid or scheme of arrangement (including transactions in which the Reporting Person and/or its affiliates may be proposed as acquirors), or (B) other changes to the Issuer’s business or structure.

Item 5. Interest in Securities of the Issuer.(a)–(b) Please refer to numbers 7-11 of the schedule preceding the table of contents of this Schedule 13D.

(c)     Except as disclosed below, MBL has not effected any transaction in the Shares during the past 60 days.

(d)     Not applicable.

(e)     Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Private Placement Subscription Agreement

Pursuant to a Private Placement Subscription Agreement, dated August 24, 2007, between MBL and the Issuer (the “Subscription Agreement”), on August 29, 2007, for US$3,250,000 MBL acquired 5,000,000 Shares and warrants (the “Warrants”) exercisable for three years at $0.90 per share to purchase up to 10,000,000 Shares. In connection with the sale of the Shares MBL received 250,000 Shares as an arrangement fee in consideration of its services related to this transaction.

Registration Rights Agreement

Pursuant to the Subscription Agreement, MBL and the Issuer entered into a Registration Rights Agreement, dated August 23, 2007 whereby the Issuer has granted to MBL, subject to certain requirements and limitations, demand and “piggyback” registration rights relative to the Shares (including the Shares issued upon the exercise of the Warrants). MBL’s demand rights under the Registration Rights Agreement cannot be exercised until its second anniversary and terminate upon its third anniversary.

Mandate Letter

In connection with the Subscription Agreement, the Issuer entered into a Mandate Letter with MBL. The Mandate Letter outlines indicative terms and conditions under which MBL, on an exclusive basis and subject to technical and commercial due diligence, will attempt to arrange financings for the Issuer in the form of senior secured credit, hedging, and equity facilities of up to US$100,000,000, to support the Issuer’s development of oil and gas mineral interests.

Other than the Subscription Agreement, the Registration Rights Agreement and the Mandate Letter mentioned above, to the best knowledge of MBL, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 and between such persons and any persons with respect to any securities of the Issuer, including, but not limited to, transfer or voting of any of the Shares, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving of withholding of proxies.

Item 7. Material to Be Filed as Exhibits.

None

Signatures

     After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this Statement is true, complete and correct.

September 4, 2007

SCHEDULE I

The name and present principal occupation of each of the executive officers (Executive Committee Members) and directors (Board Members) of MBL are set forth below. Unless otherwise noted, each of these persons is an Australia citizen and has as his/her business address No.1 Martin Place, Sydney, New South Wales 2000, Australia.

		Name		Principal Occupation
Board Members		David S. Clarke		Company Director
		Allan E. Moss		Investment Banker
		Laurence G. Cox		Investment Banker
		Peter M. Kirby		Company Director
		Catherine B. Livingstone		Company Director
		H. Kevin McCann		Company Director
		John R. Niland		Company Director
		Helen M. Nugent		Company Director
		Peter H. Warne		Company Director
Executive Committee Members		W. Richard Sheppard		Investment Banker
		Andrew J. Downe		Investment Banker
		Nicholas R. Minogue		Investment Banker
		Nicholas W. Moore		Investment Banker
		Peter J. Maher		Investment Banker
		J. Kimberley Burke		Investment Banker
		Gregory C. Ward		Chief Financial Officer
		Michael Carapiet		Investment Banker