Curzon Energy PLC Results for the Year Ended 31 December 2018

Data : 30/04/2019 @ 08:01
Fonte : UK Regulatory (RNS & others)
Titolo : Curzon Energy Plc (CZN)
Quotazione : 0.775  0.0 (0.00%) @ 09:00
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Curzon Energy PLC Results for the Year Ended 31 December 2018

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RNS Number : 4794X

Curzon Energy PLC

30 April 2019

Market Abuse Regulation (MAR) Disclosure

Certain information contained in this announcement would have been deemed inside information for the purposes of Article 7 of Regulation (EU) No 596/2014 until the release of this announcement.

30 April 2019

Curzon Energy Plc

("Curzon" or the "Company")

Results for the Year Ended 31 December 2018

Curzon Energy plc (LON:CZN) the London Stock Exchange listed oil and gas development company, pursuing a targeted strategy of upstream North American natural gas appraisal and development assets, announces its full year audited results for the year ended 31 December 2018.

A copy of the Company's annual report and financial statements for 2018, extracts of which are set out below, will be made available on the Company's website shortly.


-- MOU signed with Pared Energy to pursue a high-impact multi-TCF potential gas project in Texas

-- Well re-work operations and long-term testing at Coos Bay conducted throughout the year; focus on accessing deeper productive coal seams

-- Board now considering go-forward options at Coos Bay to include potentially drilling new wells alongside pursuit of farm-in partnerships

   --       Board of Directors streamlined and overall cost basis significantly reduced 

-- Deepened investor exposure to the revolution in US natural gas markets and associated LNG exports

-- Pre-tax loss of US$1.95m (2017: US$1.83m) after impairment of exploration assets of US$0.575m

Scott Kaintz, Chief Executive Officer comments:

"2018 saw the evolution of Curzon into a leaner and more focused entity with a clear and compelling investment offering for investors. With the groundwork now in place to progress the potential Texas Gas Project, coupled with the residual upside of Coos Bay, the Company believes it is well positioned for success in 2019."

For further information please contact:

 Curzon Energy Plc                 +44 (0) 20 7747 9980 
 Scott Kaintz 
 SP Angel Corporate Finance LLP    +44 (0) 20 3470 0470 
 Richard Hail 
 Richard Redmayne 
 Optiva Securities Limited         +44 (0) 20 3137 1902 
 Christian Dennis 

Chairman's Statement

I am pleased to present the annual report for the Company covering its results for the year to 31 December 2018.

The Company was incorporated for the purpose of pursuing a targeted acquisition strategy of oil and gas assets. The Company's first acquisition occurred on 3 October 2017 when the Company acquired 100% of the membership interests of Coos Bay Energy LLC ("Coos Bay"), which is the owner and operator of approximately 45,370 acres of coalbed methane leases ("CBM") in Coos Bay, Oregon, USA, pursuant to a membership interest purchase agreement dated 20 May 2017.

During the course of the year the Company focused on extended testing of the five existing wells at Coos Bay with particular emphasis on gaining access to the deeper coal seams that had been previously isolated. Following several efforts to rework the wells gas flow proved inconsistent and inconclusive. Well re-entries appeared to stir up additional coal fines in the wellbores resulting in little net gains. Ultimately the view taken by the Board was that as Curzon had inherited the wells, the observed results were unlikely to be representative of the performance of new wells drilled by the Company in locations of its choosing, and so did not provide an accurate indication of the true commercial potential of the Coos Bay project. Analysis of the data gathered will be carried out to plan a new appraisal programme focusing on the Lower Coaledo formation where 90%+ of the gas reserves are located. The emphasis in any new efforts will be on controlling the entirety of the appraisal process from picking representative well locations to drilling and completing using the latest technologies available with the clear goal of determining the commerciality of the project.

In addition, the Company has announced a memorandum of understanding ("MOU") with Pared Energy LLC to develop a conventional gas fairway in the Claiborne Group in Texas. The Company believes that the Texas Gas Project offers multi-TCF potential with over 1,000ft of stacked pay with expansion opportunities over 250,000 acres. In Texas, Curzon and Pared are seeking to apply modern drilling and completion techniques, including horizontal wells, to an area of known gas bearing horizons where local techniques and methods have changed little over past decades.

Phase 1 of the Texas Gas Project will include the drilling and completion of one vertical well with a second horizontal well to be drilled thereafter. If successful, the parties intend to increase their lease land position and to drill a three to five well delineation programme before moving on to infill drilling and further expansion. The Company considers the Texas Gas Project to be an attractive high impact drill-ready opportunity where appraisal success will bring immediate gas sales utilizing surplus pipeline capacity in the region.

Overall the Board feels that the Texas Gas Project could provide a highly complementary addition to the Company's existing project at Coos Bay and together the expanded portfolio would provide investors exposure to perhaps the most exciting story in the energy space, the increasing importance of US natural gas and LNG to world markets.

During the course of the year the Board underwent several changes with the focus being to bolster our presence in the UK where Curzon is listed, and to reduce overheads significantly. Scott Kaintz joined the Board in June 2018 and was subsequently appointed CEO in November of that year. Scott brings with him an extensive background of running small cap natural resource businesses and will be tasked to both drive the projects forward while expanding our UK investor base.

The Group incurred a loss of US$1,953,708 in the period ended 31 December 2018. The majority of this loss comprised expenditures in relation to the well testing and rework operations conducted at Coos Bay during the course of the year, as well as an impairment of US$575,316 reflecting specific investments into Coos Bay that may not prove part of the future plans for the project.

With the first full year of trading now behind, my fellow Directors and I look forward to pursuing our US focused natural gas strategy with renewed vigour and look forward to updating shareholders on our further progress in due course.

John McGoldrick

Non-Executive Chairman

29 April 2019

Strategic Report

Financial Results

The Company was formed in January 2016 to undertake acquisitions in the oil and gas sector. During the year ended 31 December 2018, the Company primarily conducted gas exploration and extended well testing activities at Coos Bay while examining additional opportunities in the natural gas sector.

The Group loss for the year to 31 December 2018 was US$1,953,708 (2017: US$1,833,381). There were no revenues and the majority of the loss related to Company overheads and expenditures related to appraisal activities at Coos Bay.

The loss per share was US$0.03 (2017: loss per share US$0.03).

The Group's cash balances at the end of 2018 totalled US$125,621 (2017: US$1,595,035), and the Company's cash and undrawn borrowing resources are considered sufficient to meet its obligations, in particular following a significant reduction in corporate overheads and staffing implemented during the latter half of 2018.

Following mixed results from well testing operations at Coos Bay, the Directors are now focused on acquiring a working interest in a Texas gas project and intend to reassess the Coos Bay results in 2018 and then use that work to create revised go-forward plans. As such an impairment loss of US$575,316 has been recognized in the accounts to reflect that proportion of 2018 expenditure at Coos Bay that is not deemed likely to be viable for future development.

The Board believes that the Company will be able to raise, as required, sufficient cash and/or reduce its commitments to enable it to continue these objectives, and to continue to meet, as and when they fall due, its liabilities for at least the next twelve months from the date of approval of these financial statements. The financial statements have, therefore, been prepared on the going concern basis.

Following reductions made during 2018, the Group has 3 members of staff (including Directors).

Principal activities

The Company was incorporated in England and Wales on 29 January 2016 as an investment company to acquire oil and gas assets. Its first acquisition was of Coos Bay. The Directors have identified a second complementary gas project that they seek to acquire an interest in, and they expect to return to the market to acquire and/or raise funds for this and potentially other projects in the future.

Coos Bay owns certain CBM and related assets, which it acquired on 4 November 2016 by acquiring Westport Energy Acquisition, Inc. and its wholly owned subsidiary Westport Energy LLC (the "US Group") from Westport Energy Holdings Inc. (the "Acquisition"), a publicly held company trading on the OTC Pink Market. The US Group had been operating a CBM business in Coos Bay, Oregon for 6 years. At the time of the Acquisition, the US Group's CBM business consisted of leases covering approximately 45,370 acres in Coos Bay, Oregon.

The Group's business continues to be operated through the US Group, with a focus on oil and gas exploration, appraisal and development, with an initial goal of determining the ultimate commerciality of the Coos Bay project, as well as progressing any other projects that may be acquired.

The Company is a holding company with the following subsidiaries being part of the US Group:

 Name               Country of Incorporation   Proportion   Principal activity 
                                                of equity 
 Coos Bay Energy    Nevada, USA                100%         Gas Exploration & 
  LLC                                                        Development 
                   -------------------------  -----------  ------------------- 
 Westport Energy    Delaware, USA              100%         Holding Company 
                   -------------------------  -----------  ------------------- 
 Westport Energy,   Delaware, USA              100%         Gas Exploration & 
  LLC                                                        Development 
                   -------------------------  -----------  ------------------- 

Coos Bay Energy LLC, which employs the Group's employees and conducts operations in the Coos Bay Basin area, is held directly by the Company. Its two indirectly owned subsidiaries are Westport Energy Acquisition Inc. and its wholly-owned subsidiary, Westport Energy LLC, which are held by Coos Bay Energy LLC.

Review of the business

2018 saw the Company conducting extensive well testing operations at Coos Bay in Oregon where the gas flow rates proved inconsistent and inconclusive. By the conclusion of the year the Company felt that the observed well test results were unlikely to be representative and so did not provide an accurate indication of the true commercial potential of the Coos Bay project. Well re-entries appeared to stir up additional coal fines in the wellbores resulting in little net gains. This was exacerbated by the fact that the wells tested were nearly ten years old and had been shut in for most of that period, had been drilled and completed by previous operators, and were largely not perforated in the coal horizons where the majority of the gas reserves are located.

As such, the Company announced its intention to augment the Coos Bay project with a complementary project that offered significant multi-trillion cubic feet ("TCF") of upside in an established oil and gas region in Texas, USA. The Company proceeded to sign a memorandum of understanding in December 2018 announcing its intention to pursue joint development of this project.

Key performance indicators (KPIs)

The Directors have identified the following key performance indicators ('KPIs') that the Company will track over 2019 and into future years. These will be refined and augmented as the Group's business matures.

The Directors consider that the KPIs are:

   i)          A well-funded business in terms of cash resources and operating cashflows; and 
   ii)         Appraisal and drilling results of the Company's projects, 

iii) Entering production and then monitoring levels of production of gas and condensates; and

   iv)        Operating costs once in production. 

Principal Risks and Risk Management

Exploration is an inherently high-risk business:

   --    Even the most promising prospects can have failures for many reasons, such as: 

o The gas assets may not be found in commercial quantities if there are errors in the underlying geological assumptions or analysis.

o Hydrocarbons may have been present but escaped due to unexpected geological events.

o The reservoir may not flow hydrocarbons at commercially viable rates of flow.

o The drilling may encounter technical problems which make it impossible or too expensive to reach the target.

o The ability of the Group to exploit and develop gas reserves depends on its current leases. There is no guarantee that existing leases will be continued beyond their primary term or additional leases acquired on attractive terms.

-- The Company may take on commitments for which it then cannot find adequate funding. Although the Company can then potentially sell all or part of its assets:

o There is no guarantee it could find a buyer.

o Even if it does find a buyer, the transaction may take too long, and the Company's cash resources may become exhausted.

The Company's risk mitigation strategies include the following:

-- Partnering with key experts that have demonstrated an ability to determine the presence or absence of hydrocarbons.

-- Utilizing the Directors' experience who have excellent technical, commercial or local knowledge as to where to locate assets.

-- Securing the support of a number of key private shareholders, and actively pursuing other sources of funding.

   --    Utilizing third parties to assist with the management of currency risk. 

Corporate Responsibility

The Company takes its responsibilities as a corporate citizen seriously. The Board's primary goal is to create shareholder value but in a responsible way which serves all stakeholders.


The Board considers sound governance as a critical component of the Company's success and the highest priority. The Company has an effective and engaged Board, with a strong non-executive presence drawn from diverse backgrounds and with well-functioning governance committees. Through the Company's compensation policies and variable components of employee remuneration, the Remuneration Committee of the Board seeks to ensure that the Company's values are reinforced in employee behaviour and that effective risk management is promoted.

Analysis by Gender

 Category           Male   Female 
 Directors          3      0 
                   -----  ------- 
 Senior Managers    0      0 
                   -----  ------- 
 Other Employees    0      0 
                   -----  ------- 

Employees and their development

The Company is dependent upon the qualities and skills of its employees and their commitment plays a major role in the Company's business success. Employees' performance is aligned to the Company's goals through an annual performance review process and via incentive programmes. The Company provides employees with information about its activities through regular briefings and other media. The Company operates a share option and warrant scheme operated at the discretion of the Remuneration Committee.

Diversity and inclusion

The Company does not discriminate on the grounds of age, gender, nationality, ethnic or racial origin, non-job-related-disability, sexual orientation or marital status. The Company gives due consideration to all applications and provides training and the opportunity for career development wherever possible. The Board does not support discrimination of any form, positive or negative, and all appointments are based solely on merit.

Health and safety

The Company endeavours to ensure that the working environment is safe and healthy and conducive to the wellbeing of employees who are able to balance work and family commitments. The Company has a Health and Safety at Work policy which is reviewed regularly by the Board and is committed to the health and safety of its employees and others who may be affected by the Company's activities. The Company provides the information, instruction, training and supervision necessary to ensure that employees are able to discharge their duties effectively. The Health and Safety procedures used by the Company ensure compliance with all applicable legal, environmental and regulatory requirements, as well as its own internal standards.


The Company's near-term goals are to develop the business through the acquisition of a meaningful interest in the Texas gas project currently identified, while reassessing the way forward at Coos Bay through a top-down clean-slate review process.

While the performance of the inherited wells at Coos Bay was disappointing during 2018, the fact that the Company did not drill its own wells nor conduct an industry standard appraisal programme indicates that the commerciality of the field cannot yet be definitively determined. With significant gas reserves previously identified at Coos Bay, the Board believes that a detailed review of all the technical data and operational activities to date by both third parties historically and by the Company over the last year, will provide insightful guidance for all future work programmes at the Coos Bay project.

In Texas, the Company remains very excited by the potential to take part in near-term drilling of a high-impact multi-TCF conventional gas appraisal programme. The major attraction of the Texas gas project stems from the substantial upside potential expected from the application of modern drilling and completion methods that have been highly successful in regional analogues throughout the Texas Gulf Coast and across the border into Mexico, to the project and the surrounding area, that continue to apply traditional drilling methods and have not seen any substantial changes in these techniques for many years. The Board also feels the Texas gas project is complementary to its existing CBM asset at Coos Bay.

Together the proposed Texas gas project and Coos Bay offer Curzon's investors exposure to the rise of natural gas as the ideal transition fuel to a decarbonized future, and both its production, and now major gas exports on a wide scale from the United States in the form of liquefied natural gas ("LNG"). These developments have clearly impacted world gas markets and the continued growth of LNG exports from the US is expected to have many positive effects from changing the way gas is priced both in the US and abroad to reducing European reliance on Russia and other potentially politicised supplies. Curzon's gas focus positions it to benefit from these significant ongoing energy developments over the coming years.

Signed by order of the Board.

Scott Kaintz

Chief Executive Officer

29 April 2019

Independent auditor's report to the members of Curzon Energy Plc


We have audited the consolidated financial statements of Curzon Energy Plc and its subsidiaries (the "Group") for the year ended 31 December 2018 which comprise the consolidated statement of comprehensive income, the consolidated and company statements of financial position, the consolidated and company statements of cash flows, the consolidated and company statements of changes in equity and notes to the financial statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and International Financial Reporting Standards (IFRSs) as adopted by the European Union.

In our opinion:

-- the financial statements give a true and fair view of the state of the group's and company's affairs as at 31 December 2018 and of its loss for the year then ended;

-- have been properly prepared in accordance with International Financial Reporting Standards as adopted by the European Union;

-- the company financial statements have been properly prepared in accordance with IFRSs as adopted by the European Union as applied in accordance with the provisions of the Companies Act 2006; and

-- the financial statements have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Material uncertainty related to going concern

We draw attention to note 2 to the financial statements, which details the factors the company has considered when assessing the going concern position. As detailed in note 2, the uncertainty surrounding the availability of funds to finance ongoing working capital requirements indicates the existence of a material uncertainty that may cast significant doubt on the company's ability to continue as a going concern. Our opinion is not modified in respect of this matter.

Overview of our audit approach


In planning and performing our audit we applied the concept of materiality. An item is considered material if it could reasonably be expected to change the economic decisions of a user of the financial statements. We used the concept of materiality to both focus our testing and to evaluate the impact of misstatements identified.

Based on our professional judgement, we determined overall materiality for the financial statements as a whole to be $55,000, based on 2% of gross assets.

We use a different level of materiality ('performance materiality') to determine the extent of our testing for the audit of the financial statements. Performance materiality is set based on the audit materiality as adjusted for the judgements made as to the entity risk and our evaluation of the specific risk of each audit area having regard to the internal control environment.

Where considered appropriate performance materiality may be reduced to a lower level, such as, for related party transactions and directors' remuneration.

We agreed with the Audit Committee to report to it all identified errors in excess of GBP3,000. Errors below that threshold would also be reported to it if, in our opinion as auditor, disclosure was required on qualitative grounds.

Overview of the scope of our audit

There are two components of the Group, Curzon Energy Plc as an entity and the US Group headed by Coos Bay Energy LLC. The audit of Curzon Energy Plc was conducted from the UK. The accounting records were provided to us by management. The company engaged a US firm to undertake the audit work on the US group. The specified audit procedures were performed under our direction. We issued instructions to the US firm that detailed the significant risks to be addressed through the audit procedures and indicated the information we required to be reported. We reviewed their working papers and discussed key findings.

Key Audit Matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial statements of the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) that we identified. These matters included those which had the greatest effect on: the overall audit strategy, the allocation of resources in the audit; and directing the efforts of the engagement team. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

This is not a complete list of all risks identified by our audit.

 Key audit matter                      How the scope of our audit addressed 
                                        the key audit matter 
====================================  ============================================================ 
 Valuation of Intangible assets         We reviewed management's assessment 
  The group's primary focus              which concluded that no further impairment 
  is on exploration activities           charge was required. 
  in the Coos Bay Basin. The             In considering this assessment we 
  exploration assets at 31 December      reviewed the following sources of 
  2018 totalled $2.6m and an             evidence: 
  impairment of $0.6m was recognised      *    The primary lease agreement in place supporting the 
  in the year in relation to                   company's right of extraction; 
  unsuccessful exploration costs 
  capitalised in the period. 
                                          *    The Competent Persons Report (CPR) that formed the 
  Given the impairment recognised              basis of the valuation; 
  we considered the risk that 
  the residual intangible assets 
  relating to the Coos Bay Basin          *    Board minutes, budgets and other operational plans 
  was impaired.                                relating to the commercial appraisal of the asset; 
                                          *    Compared the valuation methodology to the prior 
                                               year's approach and the independent third party 
                                               valuation commissioned in 2017; 
                                          *    Assessed the reasonability of the inputs and key 
                                               underlying assumptions, challenging management's 
                                               inputs and assessing the impact of independently 
                                               derived inputs on the valuation model; 
                                          *    Discussed plans and intentions with management. 
                                         We also considered the appropriateness 
                                         of the disclosure. 
                                         Key observations 
                                         We reviewed the valuation methodology 
                                         and concur that it is consistent with 
                                         that used in prior years. We assessed 
                                         the key inputs and assumptions used 
                                         in the valuation model and consider 
                                         them to be reasonable. 
====================================  ============================================================ 

Our audit procedures in relation to this matter were designed in the context of our audit opinion as a whole. They were not designed to enable us to express an opinion on these matters individually and we express no such opinion.

Other information

The directors are responsible for the other information. The other information comprises the information included in the annual report, other than the financial statements and our auditor's report thereon. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion the part of the directors' remuneration report to be audited has been properly prepared in accordance with the Companies Act 2006.

In our opinion based on the work undertaken in the course of our audit

-- the information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-- the directors' report and strategic report have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In light of the knowledge and understanding of the group and the parent company and their environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report.

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:

-- adequate accounting records have not been kept by the company, or returns adequate for our audit have not been received from branches not visited by us; or

-- the financial statements and the part of the directors' remuneration report to be audited are not in agreement with the accounting records and returns; or

   --    certain disclosures of directors' remuneration specified by law are not made; or 
   --    we have not received all the information and explanations we require for our audit 

Responsibilities of the directors for the financial statements

As explained more fully in the directors' responsibilities statement set out on page 17, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.

Auditor's responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

We designed our audit approach to be capable of detecting irregularities, including fraud. In particular:

We gained an understanding of the legal and regulatory framework applicable to the Group and considered the risk of acts by the Group which were contrary to applicable laws and regulations, including fraud.

We designed audit procedures to respond to the risk, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment

Our tests included, but were not limited to: review of the financial statement disclosures to underlying supporting documentation and enquiries of management. There are inherent limitations in the audit procedures described above and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it.

We did not identify any key audit matters relating to irregularities, including fraud. As in all of our audits we also addressed the risk of management override of internal controls, including testing journals and evaluating whether there was evidence of bias by the directors that represented a risk of material misstatement due to fraud.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: This description forms part of our auditor's report.

Other matters which we are required to address

We were appointed by the Board on 26 March 2019 to audit the financial statements for the year ended 31 December 2018. Our total uninterrupted period of engagement is 3 years, covering the period ended 31 December 2016 to 31 December 2018.

The non-audit services prohibited by the FRC's Ethical Standard were not provided to the company and we remain independent of the group and the parent company in conducting our audit.

Our audit opinion is consistent with the additional report to the audit committee.

Use of our report

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.

Matthew Stallabrass

Senior Statutory Auditor

For and on behalf of

Crowe U.K. LLP

Statutory Auditor


29 April 2019

Consolidated statement of comprehensive income

for the year ended 31 December 2018

                                                    2018          2017 
                                                     US$           US$ 
------------------------------------------  ------------  ------------ 
 Well field expenses                                   -     (293,867) 
 Administrative expenses                     (1,363,949)   (1,662,619) 
------------------------------------------  ------------  ------------ 
 Loss from operations                        (1,363,949)   (1,956,486) 
 Finance expense, net                           (14,443)     (102,288) 
 Impairment of exploration and evaluation 
  assets                                       (575,316)             - 
 Other income                                          -       225,393 
------------------------------------------  ------------  ------------ 
 Loss before taxation                        (1,953,708)   (1,833,381) 
 Income tax expense                                    -             - 
------------------------------------------  ------------  ------------ 
 Loss for the year attributable to 
 equity holders of the parent company        (1,953,708)   (1,833,381) 
------------------------------------------  ------------  ------------ 
 Other comprehensive income/(expense) 
 Gain/(loss) on translation of parent 
  net assets and results from functional 
  currency into presentation currency           (70,245)        44,624 
------------------------------------------  ------------  ------------ 
 Total comprehensive loss for the year       (2,023,953)   (1,788,757) 
------------------------------------------  ------------  ------------ 
 Loss per share 
 Basic and diluted, US$                           (0.03)        (0.03) 

Consolidated statements of financial position

as at 31 December 2018

                                                 2018           2017 
                                                  US$            US$ 
--------------------------------------  -------------  ------------- 
 Non-current assets 
 Intangible assets                          2,559,000      2,559,000 
 Restricted cash                              125,000        125,440 
 Total non-current assets                   2,684,000      2,684,440 
--------------------------------------  -------------  ------------- 
 Current assets 
 Prepayments and other receivables             36,157        148,616 
 Cash and cash equivalents                    125,621      1,595,035 
--------------------------------------  -------------  ------------- 
 Total current assets                         161,778      1,743,651 
--------------------------------------  -------------  ------------- 
 Total assets                               2,845,778      4,428,091 
--------------------------------------  -------------  ------------- 
 Current liabilities 
 Trade and other payables                     506,894        463,413 
 Borrowings                                   213,812        578,599 
--------------------------------------  -------------  ------------- 
 Total current liabilities                    720,706      1,042,012 
--------------------------------------  -------------  ------------- 
 Total liabilities                            720,706      1,042,012 
--------------------------------------  -------------  ------------- 
 Capital and reserves attributable 
  to shareholders 
 Share capital                              1,024,036        964,575 
 Share premium                              3,563,122      3,199,004 
 Share-based payments reserve                 454,026        114,659 
 Warrants reserve                             191,011        191,011 
 Merger reserve                            31,212,041     31,212,041 
 Foreign currency translation reserve        (63,774)          6,471 
 Accumulated losses                      (34,255,390)   (32,301,682) 
--------------------------------------  -------------  ------------- 
 Total capital and reserves                 2,125,072      3,386,079 
--------------------------------------  -------------  ------------- 
 Total equity and liabilities               2,845,778      4,428,091 
--------------------------------------  -------------  ------------- 

The financial statements were approved and authorised for issue by the Board of Directors on 29 April 2019 and were signed on its behalf by:

Scott Kaintz


Consolidated statements of changes in equity

                                                             Other    Accumulated 
                        Share capital   Share premium     reserves         losses          Total 
                                  US$             US$          US$            US$            US$ 
---------------------  --------------  --------------  -----------  -------------  ------------- 
 Equity as at 
  1 January 2017              639,925         763,854   31,173,888   (30,468,301)      2,109,366 
---------------------  --------------  --------------  -----------  -------------  ------------- 
 Loss for the 
  year                              -               -            -    (1,833,381)    (1,833,381) 
 Other comprehensive 
  income for the 
  year                              -               -       44,624              -         44,624 
---------------------  --------------  --------------  -----------  -------------  ------------- 
 Total comprehensive 
  loss for the 
  year                              -               -       44,624    (1,833,381)    (1,788,757) 
 Issue of shares              324,650       2,921,855            -              -      3,245,505 
 Share issue costs                  -       (486,705)            -              -      (486,705) 
 Issue of share 
  warrants                          -               -      191,011              -        191,011 
 Issue of share 
  options                           -               -      114,659              -        114,659 
 At 31 December 
  2017                        964,575       3,199,004   31,524,182   (32,301,682)      3,386,079 
 Loss for the 
  year                              -               -            -    (1,953,708)    (1,953,708) 
 Other comprehensive 
  income for the 
  year                              -               -     (70,245)              -       (70,245) 
---------------------  --------------  --------------  -----------  -------------  ------------- 
 Total comprehensive 
  loss for the 
  year                              -               -     (70,245)    (1,953,708)    (2,023,953) 
 Issue of shares               59,461         416,223            -              -        475,684 
 Share issue costs                  -        (52,105)            -              -       (52,105) 
 Issue of share 
  options                           -               -      339,367              -        339,367 
 At 31 December 
  2018                      1,024,036       3,563,122   31,793,304   (34,255,390)      2,125,072 
---------------------  --------------  --------------  -----------  -------------  ------------- 

Other Reserves

                                       Share-based                  currency 
                              Merger      payments   Warrants    translation    Total Other 
                             reserve       reserve    reserve        reserve       reserves 
                                 US$           US$        US$            US$            US$ 
---------------------  -------------  ------------  ---------  -------------  ------------- 
 Equity as at 
  1 January 2017          31,212,041             -          -       (38,153)     31,173,888 
---------------------  -------------  ------------  ---------  -------------  ------------- 
 Loss for the                      -             -          -              -              - 
 Other comprehensive 
  income for the 
  year                             -             -          -         44,624         44,624 
---------------------  -------------  ------------  ---------  -------------  ------------- 
 Total comprehensive 
  loss for the 
  year                             -             -          -         44,624         44,624 
 Issue of share 
  warrants                         -             -    191,011              -        191,011 
 Issue of share 
  options                          -       114,659          -              -        114,659 
 At 31 December 
  2017                    31,212,041       114,659    191,011          6,471     31,524,182 
 Loss for the                      -             -          -              -              - 
 Other comprehensive 
  loss for the 
  year                             -             -          -       (70,245)       (70,245) 
---------------------  -------------  ------------  ---------  -------------  ------------- 
 Total comprehensive 
  loss for the 
  year                             -             -          -       (70,245)       (70,245) 
 Issue of share 
  options                          -       339,367          -              -        339,367 
 At 31 December 
  2018                    31,212,041       454,026    191,011       (63,774)     31,793,304 
---------------------  -------------  ------------  ---------  -------------  ------------- 

Consolidated statement of cash flows

                                                          2018          2017 
                                                           US$           US$ 
------------------------------------------------  ------------  ------------ 
   Cash flow from operating activities 
 Loss before taxation                              (1,953,708)   (1,833,381) 
 Adjustments for: 
 Finance cost, net                                      42,321        86,473 
 Income from payable write off                               -     (225,393) 
 Share-based payments charge                           339,367       111,367 
 Impairment of exploration assets                      575,316             - 
 Unrealised foreign exchange movements                (27,878)        50,184 
 Operating cashflows before working capital 
  changes                                          (1,024,582)   (1,810,750) 
 Changes in working capital: 
 (Decrease)/increase in payables                      (22,541)        66,576 
 Decrease/(increase) in receivables                    112,461     (118,542) 
------------------------------------------------  ------------  ------------ 
 Net cash used in operating activities               (934,662)   (1,862,716) 
------------------------------------------------  ------------  ------------ 
 Investing activities 
 Capitalised exploration costs                       (575,316)             - 
------------------------------------------------  ------------  ------------ 
 Net cash outflow from investing activities          (575,316)             - 
------------------------------------------------  ------------  ------------ 
 Financing activities 
 Issue of ordinary shares                                    -     3,087,266 
 Costs of share issue                                 (52,105)     (295,694) 
 Proceeds from new borrowings                          100,000       250,000 
 Net cash flow from financing activities                47,895     3,041,572 
------------------------------------------------  ------------  ------------ 
 Net (Decrease)/increase in cash and cash 
  equivalents in the period                        (1,462,083)     1,178,856 
 Cash and cash equivalents at the beginning 
  of the period                                      1,595,035       370,722 
 Restricted cash held on deposits                      125,440       125,315 
------------------------------------------------  ------------  ------------ 
 Total cash and cash equivalents at the 
  beginning of the period, including restricted 
  cash                                               1,720,475       496,037 
------------------------------------------------  ------------  ------------ 
 Effect of the translation of cash balances 
  into presentation currency                           (7,331)        45,457 
 (Charge)/Interest on restricted cash                    (440)           125 
 Cash and cash equivalents at the end 
  of the period                                        125,621     1,595,035 
 Restricted cash held on deposits                      125,000       125,440 
------------------------------------------------  ------------  ------------ 
 Total cash and cash equivalents at the 
  end of the period, including restricted 
  cash                                                 250,621     1,720,475 
------------------------------------------------  ------------  ------------ 

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(END) Dow Jones Newswires

April 30, 2019 02:01 ET (06:01 GMT)

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