RNS Number : 5254Y

Doriemus PLC

18 May 2016

DORIEMUS PLC

("Doriemus" or "the Company")

Final Results for Year Ending 31 December 2015

Chairman's Statement

I am pleased to present the annual report and accounts for the year ended 31 December 2015.

Overview

The Company owns three valuable oil and gas assets in the Weald Basin of the UK, which we believe will significantly enhance future shareholder value.

It has been a very successful year for the Company on the exploration front, with the highly publicised outstanding flow results from the HH-1 well at Horse Hill producing significant stable oil dry oil flow rates from initial flow tests of 1,688 barrels of oil per day through restricted choke settings, which are thought to be the UK's highest flow rates for any onshore discovery. This may well have positive implications over time for the Company's interest in the nearby Brockham field in the northern part of the Weald Basin.

We have carefully considered our investment strategy and believe that the Weald Basin not only has strongly vindicated our investment decisions but represents an appealing investment case with respect to UK oil and gas and it may well prove to be of strategic importance to the UK in the years to come.

Your board of directors will continue to seek out further investments in the UK "conventional" oil and gas space and work closely with the Operators of each of our investments to maximize our investment value.

At Horse Hill Oil Field, Horse Hill Developments Limited ("HHDL") (10% owned by Doriemus) have advised that the way forward on the project will now involve seeking regulatory permissions to conduct extended production tests from all 3 oil zones at the site, followed by a horizontal side-track in the Kimmeridge limestones and a possible new Portland development well.

At Brockham Oil Field (10% owned by Doriemus), Angus Energy Limited ("Angus Energy") has advised they have commenced applications to abandon two well-bores and started the upgrade process on its field surface facilities for continued long term production from the site. In addition to the abandonment of the well-bores, a side-track will be drilled to enhance production from the Portland sandstones and test the hydrocarbon potential in the Kimmeridge limestone layers that have tested so successfully at the adjacent Horse Hill-1 well. The Company is optimistic of the oil potential of the Kimmeridge limestones at Brockham considering its close proximity to Horse Hill.

At Lidsey Oil Field (20% owned by Doriemus), Angus Energy has started the regulatory approval process to drill a new horizontal producer. The objective is to drill a new well targeting the crest of the Oolite reservoir and drill a near horizontal 1,500ft section through the reservoir to increase production from the reservoir to potentially more than 400 barrels of oil per day, as advised by Angus Energy.

Over the last twelve months the Company has seen the natural resources sector buffeted by rather strong headwinds with the oil and gas sector suffering from a significant fall in prices. Although oil prices are showing some signs of a recovery, the board considers that this depressed oil price environment will prove to be a time of opportunity for expansion, particularly as the Company is debt free and is seeking further acquisitions in the Weald Basin.

Investment in Horse Hill Developments Limited ("HHDL"):
(10% interest in HHDL)

The Company currently owns a 10% interest in a special purpose company, Horse Hill Developments Limited, which is the operator and 65% interest holder in two Petroleum Exploration and Development Licences ("PEDL") PEDL 137 and 246 in the northern Weald Basin between Gatwick Airport and London.

The PEDL137 licence covers 99.29 square kilometres (24,525 acres) to the north of Gatwick Airport in Surrey and contains the Horse Hill-1 ("HH-1") discovery and several other exploration leads. PEDL246 covers an area of 43.58 square kilometres (10,769 acres) and lies immediately adjacent and to the east of PEDL137.

The HH-1 well is located approximately 7.5 kilometres southeast of the producing Brockham oil field and approximately 15 kilometres southwest of the Palmers Wood oil field. The pre-drill primary target reservoir horizons were the Portland Sandstone, which is productive in the Brockham oil field, and the Corallian Formation, which is the producing horizon in the Palmers Wood oil field. Secondary targets for the well included the Triassic, which is productive in the nearby Wessex Basin and has previously tested gas in the Weald Basin, and the Greater Oolite Formation.

In August 2015, Schlumberger independently verified Nutech's previous Horse Hill OIP estimates contained in PEDL137 and PEDL246. Schlumberger estimated a Mean OIP of 10,993 mmbbl, with Kimmeridge OIP of 8,262 mmbbl. Schlumberger's Mean OIP estimates are therefore 19% higher in total than Nutech's P50 OIP estimate over the two Horse Hill licences and 58% higher in the Kimmeridge.

In November 2015 and December 2015, respectively, the Environment Agency and the Oil and Gas Authority granted permits for the flow testing of the Horse Hill-1 discovery well.

Flow testing operations commenced in February 2016 and were completed in March 2016. Flow testing far exceeded management expectations with an aggregate stable oil rate of 1,688 bbl per day achieved, from the Lower Kimmeridge, Upper Kimmeridge and Upper Portland reservoirs. The produced oil contained no water and no clear indication of any reservoir pressure depletion was observed.

Based on analysis of published reports from all significant UK onshore discovery wells, the 1,688 bbl per day flow rate is likely to be the highest aggregate stable rate recorded from any onshore UK discovery well.

The way forward on Horse Hill will now involve seeking regulatory permissions to conduct extended production tests from all 3 zones at the site, followed by a horizontal sidetrack in the Kimmeridge and a possible new Portland development well.

All of the reviews and reports mentioned above state that the OIP volumes estimated should not be construed as recoverable resources or reserves.

Brockham Oil Field

(10% interest operated by Angus Energy):

The Brockham Oil Field ("Brockham"), in the Weald Basin, is held under UK Production Licence PL235. The Operator Angus Energy advised that the average current production rate for 2015 was 24 bopd.

The situation in relation to the planned new side-track infill production well at Brockham will be reviewed and advised by the Operator during 2016. The Operator has commenced applications to abandon two well-bores and started the upgrade process on its field surface facilities for continued long term production from the site. In addition to the abandonment of the well-bores, a side-track will be drilled to enhance production from the Portland sandstones and test the hydrocarbon potential in the Kimmeridge limestone layers that have tested so successfully at the adjacent Horse Hill-1 well.

Lidsey Oil Field

(20% interest, operated by Angus Energy):

The Lidsey Oil Field ("Lidsey"), in the Weald Basin, is held under UK Production Licence PL 241. The Operator Angus Energy advised that the average current production rate for 2015 was 20 bopd.

The Operator further advises that they intend to improve rates by drilling Lidsey-2X which they will notify all parties during 2016. The Operator has started the regulatory approval process to drill a new horizontal producer at the Lidsey oil field. The objective is to drill a new well targeting the crest of the Oolite reservoir and drill a near horizontal 1,500ft section through the reservoir to increase production from the reservoir to potentially more than 400 barrels of oil per day.

Investment in Greenland Gas & Oil Plc

(2.82% interest in GGO)

The Company currently owns an initial 2.82% equity shareholding in Greenland Gas & Oil Plc ("GGO"), a UK based oil and gas exploration company focused solely on Greenland, which in June 2015 was granted oil exploration and exploitation licences over 4,200 km2 located onshore in south-eastern Greenland in a region known as the Jameson Land Basin. For further information on GGO, please refer to their website www.ggoplc.com.

Public Trading Platform for the Company's shares

On 15 March 2016, the Company's ordinary shares commenced trading on the ISDX Growth Market under the ticker DOR and ceased trading on the London AIM market.

The Company's Board had determined that in their view and given the size and stage of development of the Company, that the ISDX Growth Market provides Shareholders with the most appropriate listing platform on which to promote the Company's growth strategy.

The Company had previously announced on 12 September 2014 that the disposal of TEP Exchange ("TEP") had been completed. This concluded the transition of the Company from the historical TEP Exchange Group Plc, whose primary business was unsuccessful in the licensing and on-line advertising of TEP's proprietary electronic platform, to a company with a new focus of investing in conventional oil and gas production and exploration activities in Europe.

This disposal constituted a change of business for the purpose of Rule 15 of the AIM Rules for Companies and therefore the Company was, with effect from 12 September 2014, re-classified as an investing company.

As an investing company it was required to make an acquisition or acquisitions which constituted a reverse takeover under the AIM Rules or otherwise implement its investing policy within the next 12 months.

The existing investments in HHDL, Lidsey and Brockham made by the Company prior to the disposal of TEP and the adoption of the new investing policy pursuant to AIM Rule 15 did not count towards the consideration as to whether the Company had implemented its investing policy pursuant to AIM Rule 8.

The Company attempted to otherwise implement its investing policy by investing the majority of its available cash in suitable investments.

The investment committee conducted due diligence on several further investment opportunities in the oil and gas sector in Europe with potential for growth in relation to implementing its investing strategy. However these minority investments were not deemed sufficient for the Company to be considered to have implemented its investing policy pursuant to AIM Rule 8. It was considered, under the circumstances, that the investment in GGO and potential reverse takeover of GGO represented the best opportunity for the Company to implement its investing strategy.

On 11 September 2015, the Company announced that it had acquired an initial 2.82% equity shareholding in Greenland Gas & Oil Plc ("GGO"), a UK based oil and gas exploration company focused solely on Greenland, and had entered into an option agreement (the "Option") to acquire a further 60.56% of the existing share capital of GGO which expired on 31 March 2016. Exercise of the Option in full would have constituted a reverse takeover under AIM Rule 14 and the Company therefore requested that dealings in its Shares be suspended from trading on AIM with immediate effect. However, as a reverse takeover was not completed the Company's Shares were cancelled from AIM pursuant to AIM Rule 41 on 14 March 2016. The Company had elected not to exercise the Option following further due diligence and due to the current low oil price environment.

On 15 March 2016, the Company was admitted to trading on the ISDX Growth Market in order to take advantage of that market's profile, broad investor base, liquidity and access to institutional investors. The Directors believe that the Admission will (i) provide liquidity for current and future investors in the Company; and (ii) provide the Company with the flexibility to implement its Investing Policy going forward in order to create greater Shareholder returns.

Results for the period

Loss for the year to 31 December 2015 amounted to £310,000 (2014: £622,000 loss) which included £nil loss (2014:£155,000) on equity swap settlements to date and £nil loss (2014: £100,000) incurred on the write-off and disposal of TEP subsidiaries.

Total revenue for the period was £57,000 (2014: £130,000).

Outlook

The board is confident that the investments made by the Company are both encouraging and sound.

We believe the Company is now well placed to create meaningful future shareholder value.

We will continue to seek out further investments in line with the Company's investing strategy and will also work closely with HHDL and Angus Energy on potentially increasing our oil production and reserves from the existing operating fields. Also as per our investment strategy, the board will also look opportunistically at investing in or acquiring, an appropriate percentage holding, possibly including management, of a company or companies and businesses in the UK oil and gas sector.

The directors would like to take this opportunity to thank our shareholders, staff and consultants for their continued support.

Grant Roberts

Chairman

18 May 2016

Additional Information required in accordance with Appendix 4 of the ISDX Rules for Issuers

The information contained within this announcement has been extracted from the audited financial information of the Company.

The directors of Doriemus plc accept responsibility for this announcement.

Glossary

bbl	barrels of oil
bopd	barrels of oil per day
discovery	a discovery is a petroleum accumulation for which one or several exploratory wells have established through testing, sampling and/or logging the existence of a significant quantity of potentially moveable hydrocarbons
electric logs	tools used within the wellbore to measure the rock and fluid properties of surrounding rock formations
flow test	a flow test or well test involves testing a well by flowing hydrocarbons to surface, typically through a test separator. Key measured parameters are oil and gas flow rates, downhole pressure and surface pressure. The overall objective is to identify the well's capacity to produce hydrocarbons at a commercial flow rate
limestone	a sedimentary rock predominantly composed of calcite (a crystalline mineral form of calcium carbonate) of organic, chemical or detrital origin. Minor amounts of dolomite, chert and clay are common in limestones. Chalk is a form of fine-grained limestone
mean	or expected value, is the probability-weighted average of all possible values and is a measure of the central tendency either of a probability distribution or of the random variable characterised by that distribution
P50	a 50% probability that a stated volume will be equalled or exceeded
reservoir pressure depletion	a reduction in reservoir pressure as indicated by downhole pressure gauges positioned in the well close to the zone being tested
sandstone	a clastic sedimentary rock whose grains are predominantly sand-sized. The term is commonly used to imply consolidated sand or a rock made of predominantly quartz sand
ROM	run of mine ore refers to ore in its natural, unprocessed state just as it is when blasted.
WO₃	Tungsten oxide, also known as tungsten trioxide or tungstic anhydride
Mtu	metric tonne units
OIP	oil in place - the quantity of oil or petroleum that is estimated to exist originally in naturally occurring accumulations before any extraction or production
Doriemus plc Grant Roberts / Donald Strang / Hamish Harris		+44 (0) 20 7440 0640
Cairn Financial Advisers LLP Nominated Adviser and Broker James Caithie / Sandy Jamieson / Richard Nash		+44 (0) 20 7148 7900

Statement of Comprehensive Income
for the year ended 31 December 2015

	Note	2015	2014
		£'000	£'000

Revenue	2	57	130

Cost of sales		(99)	(83)

Gross (loss)/profit		(42)	47

Administrative expenses		(251)	(414)
Depletion & impairment charge		(4)	-

(Loss) from operations	4	(297)	(367)

Finance expense	5	(13)	-
(Loss) on equity swap settlements	12	-	(155)
Investment in subsidiaries written-off	10	-	(100)

(Loss) before income tax		(310)	(622)

Income tax expense	6	-	-

(Loss) attributable to the owners of the company
and total comprehensive income for the year		(310)	(622)

Other comprehensive income

Fair value adjustment of equity swap		(34)	(280)
Other comprehensive income for the year net of taxation		(34)	(280)

Total comprehensive income for the period attributable to equity
holders of the company		(344)	(902)

Earnings per share

Basic earnings per share	7	(0.004)p	(0.01)p
Diluted earnings per share	7	(0.004)p	(0.01)p

Statement of Changes in Equity
for the year ended 31 December 2015

	Share capital	Share premium	Share based payment reserve	Hedging reserve	Retained earnings / Accumulated losses	Total
	£'000	£'000	£'000	£'000	£'000	£'000

At 31 December 2013	47	2,280	236	-	(410)	2,153

Issue of s hare capital	10	690	-	-	-	700
Share issue costs	-	(30)	-	-	-	(30)
Transactions with owners	10	660	-	-	-	670

(Loss) for the year	-	-	-	-	(622)	(622)
Unrealised (loss) on equity swap	-	-	-	(280)	-	(280)
Total comprehensive loss for the year	-	-	-	(280)	(622)	(902)

At 31 December 2014	57	2,940	236	(280)	(1,032)	1,921

Issue of Share capital	20	1,180	-	-	-	1,200
Share issue costs	-	(82)	-	-	-	(82)
Transactions with owners	20	1,098	-	-	-	1,118

(Loss) for the year	-	-	-	-	(310)	(310)
Unrealised (loss) on equity swap	-	-	-	(34)	-	(34)
Total comprehensive loss for the year	-	-	-	(34)	(310)	(344)

At 31 December 2015	77	4,038	236	(314)	(1,342)	2,695

Statement of Financial Position
at 31 December 2015

	Note	2015	2015	2014	2014
		£'000	£'000	£'000	£'000
Assets
Non-current assets
Intangible assets	8		-		1,051
Oil & gas properties	9		1,047		-
Available for sale investments	11		850		600
			1,897		1,651
Current assets
Trade and other receivables	13	437		408
Cash and cash equivalents		719		198
Total current assets			1,156		606

Total assets			3,053		2,257

Liabilities
Current liabilities
Trade and other payables	14	(244)		(256)
Derivative financial instruments	12	(114)		(80)
Total current liabilities			(358)		(336)

Total liabilities			(358)		(336)

Net assets			2,695		1,921

Equity attributable to owners
of the parent
Share capital	15		77		57
Share premium account			4,038		2,940
Share based payment reserve			236		236
Hedging reserve			(314)		(280)
Retained earnings			(1,342)		(1,032)

Total equity			2,695		1,921

Statement of Cash Flows
for the year ended 31 December 2015

	2015	2014
	£'000	£'000

Cash flows from operating activities
(Loss) from operations	(297)	(367)
Adjustments for:
Depletion & impairment charge	4	-
Decrease in trade and other receivables	150	139
(Decrease) in trade and other payables	(12)	(425)
Net cash (outflow) from operating activities	(155)	(653)

Cash flows from investing activities
Payments for intangible assets	-	(35)
Loans advanced to related parties	(179)	(214)
Payments for AFS investments	(250)	(600)
Net cash used in investing activities	(429)	(849)


Cash flows from financing activities
Proceeds from Issuance of ordinary share capital	1,200	700
Share issue costs	(82)	(30)
Finance expense paid	(13)	-
Equity swap settlements receipts	-	45
Net cash generated in financing activities	1,105	715


Net increase/(decrease) in cash and cash equivalents	521	(787)

Cash, cash equivalents and bank overdrafts
at beginning of year	198	985

Cash and cash equivalents at the end of year	719	198

Cash and cash equivalents comprise:
Bank & cash available on demand	719	198

1 Accounting policies

Background information

Doriemus plc is incorporated and domiciled in Great Britain. The address of Doriemus plc's registered office is Suite 3B, 38 Jermyn Street, London, SW1Y 6DN which is also the Company's principal place of business. Doriemus plc's shares are listed on the ISDX Growth Market as operated by ICAP Securities & Derivatives Exchange Limited ("ISDX"). The Company delisted from the AIM market of the London Stock Exchange on 14 March 2016, and commenced trading on the ISDX on 15 March 2016. These Financial Statements (the "Financial Statements") have been prepared and approved by the Directors on 18 May 2016 and signed on their behalf by Don Strang and Hamish Harris.

Investing policy

The investment objective of the Company is to provide Shareholders with an attractive total return achieved primarily through capital appreciation. Further, the Directors intend to take an active approach to investments made by the Company and to adhere to the following guidelines:

(a) Geographic focus: The Company's principal focus is on projects or businesses with part or whole connection or relationship to Europe.

(b) Sector focus: The Company intends to invest in, or acquire, companies or projects within the oil and gas sector with the potential for growth if the Board considers that there is an opportunity to generate an attractive return for Shareholders. The Directors believe that 16 opportunities exist to create value for Shareholders through a properly executed, acquisitionled strategy in the oil and gas sector.

(c) Types of investment and control of investments: In selecting investment opportunities in line with the Investing Policy, the Board will focus on companies, projects, businesses, joint ventures or production agreements that are available at attractive valuations and hold opportunities to unlock embedded value. Where appropriate, the Board may seek to invest in businesses where they can add their expertise to the management of the business and to utilise their significant industry relationships and access to finance. The ability to work alongside a strong management team to maximise returns through revenue growth will be something the Board will focus upon initially. The Company's interest in a proposed investment or acquisition (as the case may be) may range from a minority position to full ownership. Additionally, the proposed investments:

(i) may be in either quoted or unquoted companies;

(ii) may be made in companies, partnerships, equity, debt or other loan structures, joint ventures or direct or indirect interests in assets or projects; and

(iii) may be made by direct investment or acquisition.

(d) Investment number and size: Taking into account the Company's available resources, there is no limit on the number or size of investments which the Company may make. Accordingly, the Company's financial resources may be invested in a number of propositions or in just one investment, which may be deemed to be a Reverse Takeover under the ISDX Rules. Therefore, there shall be no restriction on the amount of such available financial resources the Company may invest in any one investment. Any transaction constituting a Reverse Takeover under the ISDX Rules will also require Shareholder approval and re-admission to the ISDX Growth Market of the enlarged entity under ISDX Rule 60.

The Board expects that investments will typically be held for the medium to long term, although short term disposal of assets cannot be ruled out if there is an opportunity to generate an attractive return for Shareholders. The Board will place no minimum or maximum limit on the length of time that any investment may be held and in most circumstances, it will be dependent on market conditions. The Company may be both an active and a passive investor depending on the nature of the individual investment.

Where the Company builds a portfolio of related investments, it is possible that there may be cross holdings between such assets. The Board considers that as investments are made, and new promising investment opportunities arise, further funding of the Company may also be required. The Company does not currently intend to fund any investments with debt or other borrowings but may do so in future, if appropriate. The Articles do not contain any restrictions on borrowing and/or leverage limits. The Board may also offer new Shares by way of consideration as well as cash, thereby helping to preserve the Company's cash for working capital and as a reserve against unforeseen contingencies (including, for example, delays in collecting accounts receivable, unexpected changes in the economic environment and operational problems).

The Company will not have a separate investment manager. Through the Investment Committee, the Company proposes to carry out a comprehensive and thorough project review process in which all material aspects of a potential project or business will be subject to rigorous due diligence, as appropriate.

It is anticipated that returns to Shareholders will be delivered primarily through an appreciation in the Company's share price rather than capital distribution via regular dividends. In addition, there may be opportunities to spin out businesses in the form of distributions to Shareholders or make trade sales of business divisions and therefore contemplate returns via special dividends. Given the nature of the Investing Policy, the Company does not intend to make additional regular periodic disclosures or calculations of net asset value outside of the requirements for an ISDX Growth Market quoted 17 company. It is anticipated that the Company will hold investments for the medium to long term although where opportunities exist for shorter term investments the Company may undertake these.

In compliance with Rule 51 of the ISDX Rules, if the Company (as an Investment Vehicle) has not substantially implemented its Investing Policy after the period of one year following Admission, it will seek Shareholder approval in respect of the subsequent year for the further pursuit of its Investing Policy.

As an Investment Vehicle, the Company is required to substantially implement its Investing Policy within a period of two years following Admission. In the event that the Company has not undertaken a transaction constituting a Reverse Takeover under Rule 57 of the ISDX Rules, or if it has otherwise failed to substantially implement its Investing Policy within the two year period, ISDX will suspend trading of the Company's Shares in accordance with Rules 78 and 52 of the ISDX Rules.

The Directors intend to review the Investing Policy on an annual basis and, subject to their review and in the absence of unforeseen circumstances, the Company intends to adhere to the Investing Policy. Changes to the Investing Policy may be prompted, inter alia, by changes in government policies or economic conditions which alter or introduce additional investment opportunities. It is the intention of the Company to invest its cash resources as far as practicable in accordance with the Investing Policy. However, due to market and other investment considerations, it may take some time before the cash resources of the Company are invested.

It is intended that the Company's existing cash resources will be used to meet general working capital requirements, to undertake due diligence on potential target acquisitions and to make further investments in accordance with the Company's Investing Policy described above.

Basis of preparation

The principal accounting policies adopted in the preparation of the financial statements are set out below. The policies have been consistently applied to the company through all the years presented, unless otherwise stated. These financial statements have been prepared in accordance with International Financial Reporting Standards, International Accounting Standards and EU adopted IFRICs (collectively IFRS) issued by the International Accounting Standards Board (IASB) as adopted by European Union ("adopted IFRSs"), and in accordance with those parts of the Companies Act 2006 applicable to those companies preparing their accounts under IFRS. The financial statements have been prepared under the historical cost convention.

Going Concern

The Directors noted the losses that the Company has made for the Year Ended 31 December 2015. The Directors have prepared cash flow forecasts for the period ending 31 May 2017 which take account of the current cost and operational structure of the Company.

The cost structure of the Company comprises a high proportion of discretionary spend and therefore in the event that cash flows become constrained, costs can be quickly reduced to enable the Company to operate within its available funding.

These forecasts demonstrate that the Company has sufficient cash funds available to allow it to continue in business for a period of at least twelve months from the date of approval of these financial statements. Accordingly, the financial statements have been prepared on a going concern basis.

It is the prime responsibility of the Board to ensure the Company remains a going concern. At 31 December 2015 the Company had cash and cash equivalents of £719,000 and no borrowings. The Company has minimal contractual expenditure commitments and the Board considers the present funds sufficient to maintain the working capital of the Company for a period of at least 12 months from the date of signing the Annual Report and Financial Statements. For these reasons the Directors adopt the going concern basis in the preparation of the Financial Statements.

New standards, amendments and interpretations adopted by the Company

No new and/or revised Standards and Interpretations have been required to be adopted, and/or are applicable in the current year by/to the Company, as standards, amendments and interpretations which are effective for the financial year beginning on 1 January 2015 are not material to the Company.

New standards, amendments and interpretations not yet adopted

At the date of authorisation of these financial statements, the following Standards and Interpretations which have not been applied in these financial statements, were in issue but not yet effective for the year presented:

- IFRS 9 in respect of Financial Instruments which will be effective for the accounting periods beginning on or after 1 January 2018.

- IFRS 14 in respect of Regulatory Deferral Accounts which will be effective for accounting periods beginning on or after 1 January 2016.

- IFRS 15 in respect of Revenue from Contracts with Customers which will be effective for accounting periods beginning on or after 1 January 2017.

- Amendments to IFRS 10, IFRS 12 and IAS 28 in respect of the application of the consolidation exemption to investment entities which will be effective for accounting periods beginning on or after 1 January 2016.

- Amendments to IFRS 10 and IAS 28 in respect of the treatment of a Sale or Contribution of Assets between an Investor and its Associate or Joint Venture which will be effective for accounting periods beginning on or after 1 January 2016.

- Amendments to IFRS 11 in respect of Accounting for Acquisitions of Interest in Joint Operations which will be effective for accounting periods beginning on or after 1 January 2016.

- Amendments to IAS 1 in respect of determining what information to disclose in annual financial statements which will be effective for accounting periods beginning on or after 1 January 2016.

New standards, amendments and interpretations not yet adopted (continued)

- Amendments to IAS 16 and IAS 38 in respect of Clarification of Acceptable Methods of Depreciation and Amortisation which will be effective for accounting periods beginning on or after 1 January 2016.

- Amendments to IAS 16 and IAS 41 in respect of Bearer Plants which will be effective for accounting periods beginning on or after 1 January 2016.

- Amendments to IAS 27 to allow entities to use the equity method to account for investments in subsidiaries, joint ventures and associates which will be effective for accounting periods beginning 1 January 2016.

- Annual improvements to IFRS's which will be effective for accounting periods beginning on or after 1 January 2016 as follows:

o IFRS 5 - Changes in methods of disposal

o IFRS 7 - Servicing contracts

o IFRS 7 - Applicability of the amendments to IFRS 7 to condensed interim financial statements

o IAS 19 - Discount rate: Regional market issue

o IAS 34 - Disclosure of information "elsewhere in the interim financial report"

There are no other IFRSs or IFRIC interpretations that are not yet effective that would be expected to have a material impact on the Company.

Revenue

Revenue is generated from one main source of income currently. In the current year, revenue is being generated from the Company's Farm-in interests, on an accrued monthly basis, along with the associated costs.

Revenue from the production of oil, in which the Company has an interest with other producers, is recognised based on the Company's working interest and the terms of the relevant production sharing contracts. Differences between oil lifted and sold and the Company's share of production are not significant.

Expenses

Expenses are recognised in the period when obligations are incurred and matched against when the related revenue is recognised.

Financial assets

The company classifies its financial assets into categories as set out below, depending on the purpose for which the asset was acquired.

Cash and cash equivalents

Includes cash in hand, deposits held at call with banks, other short term highly liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within loans and borrowings in current liabilities on the statement of financial position.

Trade and other receivables

These assets are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They arise principally through the provision of goods and services to customers (e.g. trade receivables), but also incorporate other types of contractual monetary asset. They are initially recognised at fair value plus transaction costs that are directly attributable to their acquisition or issue, and are subsequently carried at cost, less provision for impairment, if appropriate.

Impairment provisions are recognised when there is objective evidence (such as significant financial difficulties on the part of the counterparty or default or significant delay in payment) that the group will be unable to collect all of the amounts due under the terms receivable, the amount of such a provision being the difference between the net carrying amount and the present value of the future expected cash flows associated with the impaired receivable. For trade receivables, which are reported net, such provisions are recorded in a separate allowance account with the loss being recognised within administrative expenses in the statement of comprehensive income. On confirmation that the trade receivable will not be collectable, the gross carrying value of the asset is written off against the associated provision.

The company's loans and receivables comprise trade and other receivables and cash and cash equivalents in the statement of financial position, and also include amounts due from invested entities.

Financial liabilities

The company classifies its financial liabilities into one of the following categories, depending on the purpose for which the liability was acquired:

- Trade payables and other short-term monetary liabilities, which are initially recognised at fair value and subsequently carried at amortised cost using the effective interest method

- Bank and other borrowings are initially recognised at fair value net of any transaction costs directly attributable to the issue of the instrument.

- Income received in advance is recorded as deferred income on the balance sheet.

Share capital

Financial instruments issued by the company are treated as equity only to the extent that they do not meet the definition of a financial liability. The company's ordinary and deferred shares are classified as equity instruments.

Reserves

Share capital is the amount subscribed for ordinary shares at nominal value.

Retained earnings / accumulated losses represent cumulative gains and losses of the company attributable to equity shareholders.

Share based payment reserve represents the value of equity benefits provided to employees and directors as part of their remuneration and provided to consultants and advisors hired by the Company from time to time as part of the consideration paid.

Hedging reserve represents the unrealised gains or losses on the company's derivative financial instruments, on fair value revaluation.

Intangible assets - Exploration of mineral resources

Acquired intangible assets, which consist of mining rights, are valued at cost less accumulated amortisation.

The company applies the full cost method of accounting for exploration and evaluation costs, having regard to the requirements of IFRS 6 'Exploration for and Evaluation of Mineral Resources'. All costs associated with mining development and investment are capitalised on a project by project basis pending determination of the feasibility of the project. Such expenditure comprises appropriate technical and administrative expenses but not general overheads.

Such exploration and evaluation costs are capitalised provided that the company's rights to tenure are current and one of the following conditions is met:

(i) such costs are expected to be recouped through successful development and exploitation of the area of interest or alternatively by its sale; or

(ii) the activities have not reached a stage which permits a reasonable assessment of whether or not economically recoverable resources exist; or

(iii) active and significant operations in relation to the area are continuing.

When an area of interest is abandoned or the directors decide that it is not commercial, any exploration and evaluation costs previously capitalised in respect of that area are written off to profit or loss.

Amortisation does not take place until production commences in these areas. Once production commences, amortisation is calculated on the unit of production method, over the remaining life of the mine. Impairment assessments are carried out regularly by the directors. Exploration and evaluation assets are assessed for impairment when facts and circumstances suggest that the carrying amount may exceed its recoverable amount. Such indicators include the point at which a determination is made as to whether or not commercial reserves exist.

The asset's residual value and useful lives are reviewed and adjusted if appropriate, at each reporting date. An assets' carrying value is written down immediately to its recoverable value if the assets carrying amount is greater than its listed recoverable amount.

Oil and gas properties and other property, plant and equipment

(i) Initial recognition

Oil and gas properties and other property, plant and equipment are stated at cost, less accumulated depreciation and accumulated impairment losses.

The initial cost of an asset comprises its purchase price or construction cost, any costs directly attributable to bringing the asset into operation, the initial estimate of the decommissioning obligation and, for qualifying assets (where relevant), borrowing costs. The purchase price or construction cost is the aggregate amount paid and the fair value of any other consideration given to acquire the asset. The capitalised value of a finance lease is also included within property, plant and equipment.

When a development project moves into the production stage, the capitalisation of certain construction/development costs ceases, and costs are either regarded as part of the cost of inventory or expensed, except for costs which qualify for capitalisation relating to oil and gas property asset additions, improvements or new developments.

(ii) Depreciation/amortisation

Oil and gas properties are depreciated/amortised on a unit-of-production basis over the total proved developed and undeveloped reserves of the field concerned, except in the case of assets whose useful life is shorter than the lifetime of the field, in which case the straight-line method is applied. Rights and concessions are depleted on the unit-of-production basis over the total proved developed and undeveloped reserves of the relevant area.

The unit-of-production rate calculation for the depreciation/amortisation of field development costs takes into account expenditures incurred to date, together with sanctioned future development expenditure. An item of property, plant and equipment and any significant part initially recognised is derecognised upon disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss arising on derecognition of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in the statement of profit or loss and other comprehensive income when the asset is derecognised.

The asset's residual values, useful lives and methods of depreciation/amortisation are reviewed at each reporting period and adjusted prospectively, if appropriate.

(ii) Major maintenance, inspection and repairs

Expenditure on major maintenance refits, inspections or repairs comprises the cost of replacement assets or parts of assets, inspection costs and overhaul costs. Where an asset, or part of an asset that was separately depreciated and is now written off is replaced and it is probable that future economic benefits associated with the item will flow to the Company, the expenditure is capitalised. Where part of the asset replaced was not separately considered as a component and therefore not depreciated separately, the replacement value is used to estimate the carrying amount of the replaced asset(s) and is immediately written off. Inspection costs associated with major maintenance programmes are capitalised and amortised over the period to the next inspection. All other day-to-day repairs and maintenance costs are expensed as incurred.

Provision for rehabilitation / Decommissioning Liability

The Company recognises a decommissioning liability where it has a present legal or constructive obligation as a result of past events, and it is probable that an outflow of resources will be required to settle the obligation, and a reliable estimate of the amount of obligation can be made.

The obligation generally arises when the asset is installed or the ground/environment is disturbed at the field location. When the liability is initially recognised, the present value of the estimated costs is capitalised by increasing the carrying amount of the related oil and gas assets to the extent that it was incurred by the development/construction of the field. Any decommissioning obligations that arise through the production of inventory are expensed when the inventory item is recognised in cost of goods sold.

Changes in the estimated timing or cost of decommissioning are dealt with prospectively by recording an adjustment to the provision and a corresponding adjustment to oil and gas assets.

Any reduction in the decommissioning liability and, therefore, any deduction from the asset to which it relates, may not exceed the carrying amount of that asset. If it does, any excess over the carrying value is taken immediately to the statement of profit or loss and other comprehensive income.

If the change in estimate results in an increase in the decommissioning liability and, therefore, an addition to the carrying value of the asset, the Company considers whether this is an indication of impairment of the asset as a whole, and if so, tests for impairment. If, for mature fields, the estimate for the revised value of oil and gas assets net of decommissioning provisions exceeds the recoverable value, that portion of the increase is charged directly to expense. Over time, the discounted liability is increased for the change in present value based on the discount rate that reflects current market assessments and the risks specific to the liability. The periodic unwinding of the discount is recognised in the statement of profit or loss and other comprehensive income as a finance cost. The Company recognises neither the deferred tax asset in respect of the temporary difference on the decommissioning liability nor the corresponding deferred tax liability in respect of the temporary difference on a decommissioning asset.

Significant accounting judgements, estimates and assumptions

The preparation of the Company's financial statements requires management to make judgements, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the accompanying disclosures, and the disclosure of contingent liabilities at the date of the consolidated financial statements. Estimates and assumptions are continuously evaluated and are based on management's experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Uncertainty about these assumptions and estimates could result in outcomes that require a material adjustment to the carrying amount of assets or liabilities affected in future periods.

In particular, the Company has identified the following areas where significant judgements, estimates and assumptions are required. Further information on each of these areas and how they impact the various accounting policies are described below and also in the relevant notes to the financial statements. Changes in estimates are accounted for prospectively.

(i) Judgements

In the process of applying the Company's accounting policies, management has made the following judgements, which have the most significant effect on the amounts recognised in the financial statements:

(ii) Contingencies

Contingent liabilities may arise from the ordinary course of business in relation to claims against the Company, including legal, contractor, land access and other claims. By their nature, contingencies will be resolved only when one or more uncertain future events occur or fail to occur. The assessment of the existence, and potential quantum, of contingencies inherently involves the exercise of significant judgement and the use of estimates regarding the outcome of future events.

(iii) Estimates and assumptions

The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are described below. The Company based its assumptions and estimates on parameters available when the financial statements were prepared. Existing circumstances and assumptions about future developments, however, may change due to market change or circumstances arising beyond the control of the Company. Such changes are reflected in the assumptions when they occur.

(a) Hydrocarbon reserve and resource estimates

Hydrocarbon reserves are estimates of the amount of hydrocarbons that can be economically and legally extracted from the Company's oil and gas properties. The Company estimates its commercial reserves and resources based on information compiled by appropriately qualified persons relating to the geological and technical data on the size, depth, shape and grade of the hydrocarbon body and suitable production techniques and recovery rates. Commercial reserves are determined using estimates of oil and gas in place, recovery factors and future commodity prices, the latter having an impact on the total amount of recoverable reserves and the proportion of the gross reserves which are attributable to the host government under the terms of the Production-Sharing Agreements. Future development costs are estimated using assumptions as to the number of wells required to produce the commercial reserves, the cost of such wells and associated production facilities, and other capital costs. The current long-term Brent oil price assumption used in the estimation of commercial reserves is US$80/bbl. The carrying amount of oil and gas development and production assets at 31 December 2015 is shown in Note 9.

The Company estimates and reports hydrocarbon reserves in line with the principles contained in the SPE Petroleum Resources Management Reporting System (PRMS) framework. As the economic assumptions used may change and as additional geological information is obtained during the operation of a field, estimates of recoverable reserves may change. Such changes may impact the Company's reported financial position and results, which include:

· The carrying value of exploration and evaluation assets; oil and gas properties; property, plant and equipment; and goodwill may be affected due to changes in estimated future cash flows

· Depreciation and amortisation charges in the statement of profit or loss and other comprehensive income may change where such charges are determined using the Units of Production (UOP) method, or where the useful life of the related assets change

· Provisions for decommissioning may require revision - where changes to the reserve estimates affect expectations about when such activities will occur and the associated cost of these activities

· The recognition and carrying value of deferred tax assets may change due to changes in the judgements regarding the existence of such assets and in estimates of the likely recovery of such assets

(b) Exploration and evaluation expenditures

The application of the Company's accounting policy for exploration and evaluation expenditure requires judgement to determine whether future economic benefits are likely, from future either exploitation or sale, or whether activities have not reached a stage which permits a reasonable assessment of the existence of reserves. The determination of reserves and resources is itself an estimation process that involves varying degrees of uncertainty depending on how the resources are classified. These estimates directly impact when the Company defers exploration and evaluation expenditure. The deferral policy requires management to make certain estimates and assumptions about future events and circumstances, in particular, whether an economically viable extraction operation can be established. Any such estimates and assumptions may change as new information becomes available. If, after expenditure is capitalised, information becomes available suggesting that the recovery of the expenditure is unlikely, the relevant capitalised amount is written off in the statement of profit or loss and other comprehensive income in the period when the new information becomes available.

Oil and gas properties are depreciated using the UOP method over total proved developed and undeveloped hydrocarbon reserves. This results in a depreciation/amortisation charge proportional to the depletion of the anticipated remaining production from the field.

The life of each item, which is assessed at least annually, has regard to both its physical life limitations and present assessments of economically recoverable reserves of the field at which the asset is located. These calculations require the use of estimates and assumptions, including the amount of recoverable reserves and estimates of future capital expenditure. The calculation of the UOP rate of depreciation/amortisation will be impacted to the extent that actual production in the future is different from current forecast production based on total proved reserves, or future capital expenditure estimates change. Changes to the proved reserves could arise due to changes in the factors or assumptions used in estimating reserves, including:

· The effect on proved reserves of differences between actual commodity prices and commodity price assumptions

· Unforeseen operational issues

(d) Recoverability of oil and gas assets

The Company assesses each asset or cash generating unit (CGU) (excluding goodwill, which is assessed annually regardless of indicators) each reporting period to determine whether any indication of impairment exists. Where an indicator of impairment exists, a formal estimate of the recoverable amount is made, which is considered to be the higher of the fair value less costs of disposal (FVLCD) and value in use (VIU). The assessments require the use of estimates and assumptions such as long-term oil prices (considering current and historical prices, price trends and related factors), discount rates, operating costs, future capital requirements, decommissioning costs, exploration potential, reserves (see (a) Hydrocarbon reserves and resource estimates above) and operating performance (which includes production and sales volumes). These estimates and assumptions are subject to risk and uncertainty. Therefore, there is a possibility that changes in circumstances will impact these projections, which may impact the recoverable amount of assets and/or CGUs.

(e) Decommissioning costs

Decommissioning costs will be incurred by the Company at the end of the operating life of some of the Company's facilities and properties. The Company assesses its decommissioning provision at each reporting date. The ultimate decommissioning costs are uncertain and cost estimates can vary in response to many factors, including changes to relevant legal requirements, the emergence of new restoration techniques or experience at other production sites. The expected timing, extent and amount of expenditure may also change - for example, in response to changes in reserves or changes in laws and regulations or their interpretation.

Therefore, significant estimates and assumptions are made in determining the provision for decommissioning.

As a result, there could be significant adjustments to the provisions established which would affect future financial results.

External valuers may be used to assist with the assessment of future decommissioning costs. The involvement of external valuers is determined on a case by case basis, taking into account factors such as the expected gross cost or timing of abandonment, and is approved by the Company's Audit Committee. Selection criteria include market knowledge, reputation, independence and whether professional standards are maintained. The provision at reporting date represents management's best estimate of the present value of the future decommissioning costs required

(f) Fair value measurement

The Company measures financial instruments, such as derivatives, at fair value at each balance sheet date. From time to time, the fair values of non-financial assets and liabilities are required to be determined, e.g., when the entity acquires a business, or where an entity measures the recoverable amount of an asset or cash-generating unit (CGU) at FVLCD.

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the asset or liability, assuming that market participants act in their economic best interest.

A fair value measurement of a non-financial asset takes into account a market participant's ability to generate economic benefits by using the asset in its highest and best use or by selling it to another market participant that would use the asset in its highest and best use.

The Company uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, maximising the use of relevant observable inputs and minimising the use of unobservable inputs. From time to time external valuers are used to assess FVLCD of the Company's non-financial assets. Involvement of external valuers is decided upon by the valuation committee after discussion with and approval by the Company's Audit Committee. Selection criteria include market knowledge, reputation, independence and whether professional standards are maintained. Valuers are normally rotated every three years. The valuation committee decides, after discussions with the Company's external valuers, which valuation techniques and inputs to use for each case.

Changes in estimates and assumptions about these inputs could affect the reported fair value.

(iv) Current and deferred income tax

The tax expense for the period comprises current and deferred tax. Tax is recognised in the income statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case the tax is also recognised in other comprehensive income or directly in equity, respectively.

The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the balance sheet date in the countries where the company's subsidiaries and associates operate and generate taxable income. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation and establishes provisions where appropriate on the basis of amounts expected to be paid to the tax authorities.

Deferred income tax is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements. However, the deferred income tax is not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit nor loss. Deferred income tax is determined using tax rates (and laws) that have been enacted or substantially enacted by the balance sheet date and are expected to apply when the related deferred income tax asset is realised or the deferred income tax liability is settled.

Deferred income tax assets are recognised to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilised. Deferred income tax is provided on temporary differences arising on disallowed expenses, expect where the timing of the reversal of the temporary difference is controlled by the company and it is probable that the temporary difference will not reverse in the foreseeable future.

Deferred income tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities and when the deferred income taxes assets and liabilities relate to income taxes levied by the same taxation authority on either the taxable entity or different taxable entities where there is an intention to settle the balances on a net basis.

(v) Segmental reporting

Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker. The chief operating decision maker, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the Board.

2 Revenue and segmental reporting

The company's current revenue is all generated in the United Kingdom from oil & gas production in accordance with its farm-in agreements, within the United Kingdom. However with this segment in its infancy, and with the only major related transactions being the carrying value of the oil & gas properties assets as described in note 8, no further segmental analysis is deemed useful to disclose currently. The revenue from this segmental was £57,000 (2014: £130,000)

Subject to further acquisitions, the company expects to further review its segmental information during the forthcoming financial year and update accordingly.

3	Staff and director costs		2015	2014
			£'000	£'000
	Staff costs, including directors, consist of:
	Fees and remuneration for management services		81	238

	The company had no employees other than the directors. No pension contributions were made in respect of the directors (2014: £nil). The key management personnel of the group are the board of directors and their remuneration is disclosed below;
		Fees and salaries	Share based payments	Total
	2015	£'000	£'000	£'000
	D Strang	36	-	36
	H Harris	36	-	36
	G Roberts	9	-	9
		81	-	81

		Fees and salaries	Share based payments	Total
	2014	£'000	£'000	£'000
	D Strang	100	-	100
	H Harris	100	-	100
	D Roxburgh (resigned 30 September 2014)	8	-	8
	G Roberts	30	-	30
		238	-	238

	Directors' fees totalling £117,750 have been accrued and remain unpaid as at 31 December 2015. (2014: £200,250)

4	Loss from operations		2015	2014
			£'000	£'000
	Loss from operations is stated after charging:

	Fees payable to the company's auditor for the audit of:
	Parent company and consolidated financial statements		15	12
	Fees payable to the company's auditor for other services
	- Taxation services		-	-
	Depletion & impairment charge		4	-


5	Finance expense		2015	2014
			£'000	£'000
	Equity swap facility fee		13	-

6	Taxation	2015 £'000	2014 £'000
	Current tax expense:
	UK corporation tax and income tax of overseas operations on profits for the period	-	-
	Total income tax expense	-	-
	The reasons for the difference between the actual tax charge for the period and the standard rate of corporation tax in the UK applied to profits for the year are as follows:

	Loss for the period	(310)	(622)
	Standard rate of corporation tax in the UK	20/21%	21/23%
	Loss on ordinary activities multiplied by the standard rate of corporation tax	(63)	(134)
	Expenses not deductible for tax purposes		-
	Future income tax benefit not brought to account	63	134
	Current tax charge for period	-	-

	No deferred tax asset has been recognised because there is uncertainty of the timing of suitable future profits against which they can be recovered.

7 Earnings per share

The calculation of the basic and diluted earnings per share is based upon:

	2015	2014

Basic earnings per share (pence)	(0.004)	(0.01) p
Diluted earnings per share (pence)	(0.004)	(0.01) p

(Loss)/profit attributable to equity shareholders	(£310,000)	(£622,000)

	Number	Number

Weighted average number of shares - basic	7,350,988,902	5,229,397,258
Weighted average number of shares - diluted	7,490,958,902	5,614,397,258

The diluted number of shares includes 140 million share options (2014: 250million warrants and 140million share options) as described in Note 15. However the impact of the share options are considered to be anti-dilutive.

8 Intangible assets

	Exploration
	costs	Total
	£'000	£'000
Cost
1 January 2014	1,016	1,016
Additions	35	35
At 31 December 2014	1,051	1,051
Transfer to oil & gas properties	(1,051)	(1,051)
At 31 December 2015	-	-

Amortisation and impairment
At 1 January 2014, 31 December 2014,
1 January 2015 and at 31 December 2015	-	-

Net book value
At 31 December 2015	-	-
At 31 December 2014	1,051	1,051

During the year, there has been no impairment charged, or required to be in respect of the Brockham and Lidsey fields, the Directors have assessed the fair value of the exploration & evaluation assets and concluded these should be more appropriately disclosed as Oil & gas properties and have been reclassified accordingly as below.

9 Oil & gas properties

	Oil & Gas
	Properties	Total
	£'000	£'000
Cost
At 1 January 2015	-	-
Transfer from Intangible assets	1,051	1,051
At 31 December 2015	1,051	1,051

Depletion & impairment
At 1 January 2015	-	-
Depletion charge	4	4
At 31 December 2015	4	4

Net book value
At 31 December 2015	1,047	1,047
At 31 December 2014	-	-

Impairment review

The Oil & Gas properties comprise the 20% participating interest in the Lidsey Oil Field, in the United Kingdom and the 10% participating interest in the Brockham Oil Field, also in the United Kingdom. During 2015, the Company re-classified these participating assets as Oil & Gas properties from the previous classification as exploration and evaluation assets.

The Directors have carried out an impairment review as at 31 December 2015, and determined that an impairment charge is not currently required. The Directors based this assessment on continuing production from Brockham and Lidsey, and the operational optimisation that is ongoing to improve operational efficiencies.

10 Investments in subsidiary undertakings

	2015	2014
	£'000	£'000

At 1 January	-	100
Write-off of subsidiary investments	-	(100)
At 31 December	-	-

On 12 September 2014 the Company completed the disposal of TEP Exchange Ltd ("TEP") and all related subsidiaries, for a consideration of £1. This concluded the transition of the Company from the historical TEP Exchange Group Plc, whose primary business was unsuccessful in the licensing and on-line advertising of TEP's proprietary electronic platform, to a company with a new focus of investing in conventional oil and gas production and exploration activities in the UK. All intercompany balances between the Company and TEP Exchange Ltd were paid off prior to the Disposal.

Prior to the completion of the disposal of TEP Exchange Ltd, the Company wrote down the carrying value of TEP to zero, thus incurring a £100,000 write-off of investments in the income statement during the year ended 31 December 2014.

At 31 December 2015, and at 31 December 2014, the Company held no investments in subsidiary undertakings.

11	Available for sale financial assets
		2015	2014
	Investment in unlisted securities	£'000	£'000
	Valuation at 1 January	600	-
	Additions at cost	250	600
	Valuation at 31 December	850	600

	The available for sale investments splits are as below:
	Non-current assets - unlisted	850	600
		850	600

	On 11 September 2015, the Company an initial 2.82% equity shareholding in Greenland Gas & Oil Plc ("GGO"), a UK based oil and gas exploration company focused solely on Greenland, for a cash consideration of £250,000. In addition, the Company entered into an option agreement (the "Option") to acquire a further 60.56%, on a fully diluted basis, of the existing issued share capital in GGO, however the Company decided not to pursue the exercising of the option agreement, but do remain a 2.82% equity shareholder of GGO. On 13 January 2014, the Company completed the acquisition of a 7.5% shareholding in Horse Hill Developments Ltd ("HHDL"), a company incorporated in England & Wales, with investments in the UK, for a total cash consideration of £450,000. On 3 March 2014, the Company increased their holding in HHDL to 10%, with a 2.5% shareholding purchased for a consideration of £150,000. The Company therefore currently holds a 10% shareholding in HHDL.
	Available-for-sale investments comprise investments in unlisted which are not traded on any stock market throughout the world, and are held by the Company as a mix of strategic and short term investments.

12 Derivative Financial Instrument

On 10 December 2013, the Company announced that it had entered into an equity swap agreement ("the Equity Swap Agreement") with YAGM over 400,000,000 of the Subscription Shares ("the Swap Shares"). In return for a payment by the Company to YAGM of £400,000 ("the Initial Escrowed Funds"), twelve monthly settlement payments in respect of such payment were to be made by YAGM to the Company, or by the Company to YAGM, based on a formula related to the difference between the prevailing market price (as defined in the Equity Swap Agreement) of the Company's ordinary shares in any month and a 'benchmark price' that is 10% above the Subscription Price. Thus the funds received by the Company in respect of the Swap Shares are dependent on the future price performance of the Company's ordinary shares.

The Initial Escrowed Funds was deposited into an escrow account ("the Escrow Account") and the subsequent monthly settlement payments will be managed through the Escrow Account under the terms of the Equity Swap Agreement.

YAGM may elect to terminate the Equity Swap Agreement and accelerate the payments due under it in certain circumstances. The Company may pause a monthly payment under the Equity Swap Agreement once in each six month period.

YAGM has agreed that it and its affiliates will refrain from holding any net short position in respect of the Company's ordinary shares and has agreed restrictions on the volume of ordinary shares in the Company that it can trade from time to time until the expiry or if earlier termination of the Equity Swap Agreement.

By 31 December 2013 nil shares had been closed out for net proceeds of £nil. The remaining balance has been fair valued at 31 December 2013, which has not resulted in any fair value adjustment based on the benchmark price and formula of the arrangement, with any unrealised gain credited to reserve and highlighted in other comprehensive income.

During the year ended 31 December 2014, 6 monthly settlements under the Swap Agreement had been received or paid to YAGM, this resulted in total net receipts to the Company of £45,000 against the total base monthly settlements for these 6 months of £200,000, thus the Company incurring a realised loss of £155,000 charged to the income statement. The company agreed to extend the term of the Swap, deferring the monthly settlements to recommence in July 2015.

During the year ended 31 December 2015, no monthly settlements were made in regards to the Swap Agreement, and further deferral of the agreement was made on 21 October 2015 for fee of £13,000 which has been paid by the Company. The monthly settlements were then due to recommence from March 2016, once the Company had listed on the ISDX Growth Market. The fair value of the swap at 31 December 2015 was based on the last closing share price of the Company prior to its suspension on AIM in September 2015.

	2015	2014
	£'000	£'000

Fair Value as at 1 January	(80)	400
Cost of equity swap arrangement	-	-
Settled during the year	-	(40)
Fair value adjustment to 31 December	(34)	(280)
Fair Value carried forward as at 31 December	(114)	(80)

13 Trade and other receivables

	2015	2014
	£'000	£'000

Trade receivables	-	16
Loan to related party (See Note 17)	369	190
Other receivables	30	200
Prepayments and accrued income	38	2
	437	408

The directors consider that the carrying amount of trade and other receivables approximates to their fair value.

14 Trade and other payables

	2015	2014
	£'000	£'000

Trade payables	32	12
Other payables	57	24
Accrued liabilities and deferred income	155	220
	244	256

The directors consider that the carrying amount of trade and other payables approximates to their fair value.

15 Share capital

	Ordinary	Nominal
	Shares	Value
Ordinary shares of 0.001p each	Number	£'000
Allotted, called up and fully paid
As at 31 December 2013	4,739,999,998	47

2 May 2014 - Placing for cash at 0.10p per share	500,000,000	5
16 June 2014 - Warrants exercised at 0.04p per share	105,000,000	1
30 September 2014 - Warrants exercised at 0.04p per share	395,000,000	4
As at 31 December 2014	5,739,999,998	57

12 March 2015 - Placing for cash at 0.06p per share	2,000,000,000	20
At 31 December 2015	7,739,999,998	77

Dividends Paid

During the years ended 31 December 2015 and 31 December 2014, the Company paid no dividends.

Capital Management

The Company's capital comprises the ordinary shares 0.001p (2014: 0.001p) each, as shown above.

The Company's objectives when maintaining capital are:

· to safeguard the entity's ability to continue as a going concern, so that it can continue to provide returns for shareholders and benefits for other stakeholders, and

· to provide an adequate return to shareholders by pricing products and services commensurately with the level of risk.

The Company sets the amount of capital it requires in proportion to risk. The Company manages its capital structure and makes adjustments to it in the light of changes in economic conditions and the risk characteristics of the underlying assets. In order to maintain or adjust the capital structure, the Company may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares, or sell assets to reduce debt.

Share Options

The Company has as at 31 December 2015, 140,000,000 (2014: 140,000,000) share options issued through its share schemes. During the year no share options were issued. (2014: nil) All the share options in issue have an exercise price of 0.22p per share, and are exercisable up to 14 November 2018.

Warrants in issue

On 2 May 2014, 250,000,000 subscription warrants were issued, each with an exercise price of 0.11p per share, and an expiry date of 2 May 2015. All of these warrants expired during the year, and no warrants were exercised.

As at 31 December 2015, nil warrants remained outstanding. (2014: 250,000,000).

16 Share based payments

The expense recognised for employee services received during the period is shown in the following table:

	2015	2014
Expenses arising from equity settled share-based payments;	£'000	£'000
Share options issued and vested	-	-

Share options held by directors, employees and third parties are as follows:

Grant date	Expiry date	Exercise price	Outstanding as at 31 December 2015
		£	Number
15 November 2013	14 November 2018	0.0022	140,000,000

A modified Black-Scholes model has been used to determine the fair value of the share options on the date of grant. The fair value is expensed to the income statement on a straight line basis over the vesting period, which is determined annually. The model assesses a number of factors in calculating the fair value. These include the market price on the date of grant, the exercise price of the share options, the expected share price volatility of the Company's share price, the expected life of the options, the risk free rate of interest and the expected level of dividends in future periods.

17 Related party transactions

The company had the following amounts outstanding from its investee companies (Note 13) at 31 December:

2015

£'000

2014

£'000

Horse Hill Development Ltd ("Horse Hill")

369

190

The above loan outstanding is included within trade and other receivables, Note 13. The loan to Horse Hill has been made in accordance with the terms of the investment agreement whereby it accrues interest daily at the Bank of England base rate and is repayable out of future cashflows.

Remuneration of Key Management Personnel
The remuneration of the directors, and other key management personnel of the Company, is set out below in aggregate for each of the categories specified in IAS24 Related party Disclosures
	2015	2014
	£'000	£'000
Short-term employee benefits	81	238
Share-based payments	-	-
	81	238

18 Financial instruments

Financial risk management

The Board of Directors sets the treasury policies and objectives of the company, which includes controls over the procedures used to manage financial market risks.

It is, and has been throughput the period under review, the company's policy that no major trading in financial instruments shall be undertaken. The main risks arising from the company's financial instruments are:

§ interest rate risk;

§ liquidity risk;

§ credit risk.

§ market risk.

§ Commodity price risk

Interest rate risk

The company borrows only in sterling at both fixed and floating rates of interest. At the year end, all borrowings were at variable rates.

Liquidity risk

The company's objective is to maintain a balance between continuity of funding and flexibility through the use of bank loans and overdrafts as well as funding from shareholders.

Credit risk

The company has no significant concentration of credit risk.

Market risk

The company's current exposure to market risk is fundamentally linked to its own share price, as a result of the currently active equity swap arrangement.

The Board agrees and reviews policies and financial instruments for risk management. The primary objectives of the treasury function are to provide competitively priced funding for the activities of the company and to identify and manage financial risk.

Commodity price risk

The Company is exposed to the risk of fluctuations in prevailing market commodity prices on the mix of oil and gas products through its farm-in arrangements.

Commodity price sensitivity

The table below summarises the impact on profit before tax for changes in commodity prices. The analysis is based on the assumption that the crude oil price moves 10% resulting in a change of US$4.50/bbl (2014: US$8.60/bbl), with all other variables held constant. Reasonably possible movements in commodity prices were determined based on a review of the last two years' historical prices and economic forecasters' expectations.

Increase/decrease in crude oil prices	Effect on profit before tax for the year ended 31 December 2015 Increase/(Decrease)	Effect on profit before tax for the year ended 31 December 2014 Increase/(Decrease)
	£'000	£'000
Increase US$4.50/bbl (2014: US$8.60)	6	13
Decrease US$4.50/bbl (2014: US$8.60	(6)	(13)

Principal financial instruments

The principal financial instruments used by the company from which financial instrument risk arises, are as follows:

Financial assets

	2015	2014
	£'000	£'000

Trade receivables	-	16
Other receivables	30	200
Other loans	369	190
Cash and cash equivalents	719	198
Total financial assets classified as loans and receivables	1,118	604

The maximum exposure to credit risk at the reporting date is the fair value of each class of receivable set out above.

At 31 December 2015 and 2014 the carrying amounts of financial assets approximate to their fair values.

Financial liabilities

	2015	2014
	£'000	£'000

Trade payables - current	32	12
Other payables	57	24
Accrued liabilities	155	220
Derivative financial instrument - equity swap arrangement	114	80
Total financial liabilities measured at amortised cost	358	336

To the extent trade and other payables are not carried at fair value in the statement of financial position, book value approximates to fair value at 31 December 2015 and 2014.

All financial assets and liabilities are due in less than 1 year.

The Company is exposed through its operations to one or more of the following financial risks:

Liquidity risk

Liquidity risk arises from the company's management of working capital and the finance charges and principal repayments on its debt instruments. It is the risk that the company will encounter difficulty in meeting its financial obligations as they fall due.

Short term liquidity risk is managed by preparing forecasts together with obtaining and reviewing the adequacy of banking facilities. There is currently no long term liquidity risk.

Market operational and pricing risks

The company operates only in the United Kingdom. The company's only revenue is derived from income from its farm-in agreements. The level of income is entirely dependent on the production and operation of the oil fields by its existing operator. And the subsequent exposure to the movement in oil price in the market.

Credit risk

The company's maximum exposure to credit risk is £200,000 in respect of the equity swap arrangement with YAGM, a shareholder of the company. No collateral is held as security. The credit qualities of financial assets that are neither past nor impaired are considered to be good, as they are primarily trade receivables and cash held with the Lloyds Bank. There are no financial assets which are past due or impaired.

Credit risk also arises from cash and cash equivalents and deposits with banks and financial institutions. For banks and financial institutions, only independently rated parties with minimum rating "AA" are accepted.

Cash flow interest rate risk

The company has minimal risk towards interest rate changes, other than those effects on interest being received on cash held in the company's bank accounts.

Currency risk

The company is not directly exposed to currency risk as its assets, liabilities, revenue and expenditure are denominated in Sterling.

19 Events after the end of the reporting period

On 1 March 2016, the company announced it had made the decision not to exercise the option agreement entered into for the acquisition of a further 60.56% of Greenland Gas & Oil Plc (the "Option", "GGO"), the Directors of the Company made the decision not to exercise the Option owing to a number of different factors. As a result the Company's ordinary shares were cancelled from admission to trading on AIM pursuant to AIM Rule 41 on 14 March 2016.

On 1 March 2016, the Company also announced it had applied for the admission of its issued 7,739,999,998 ordinary shares of 0.001p each to the ISDX Growth Market. This was completed on and Admitted to ISDX on 15 March 2016.

20 Commitments and contingencies

The directors have confirmed that there were no contingent liabilities or capital commitments which should be disclosed at 31 December 2015. No provision has been made in the financial statements for any amounts in relation to any capital expenditure requirements of the Company's farm-in agreements, and such costs are expected to be fulfilled in the normal course of the operations of the Company.

21 Ultimate controlling party

There is not considered to be an ultimate controlling party of the company.

22 Posting of accounts

The Report and Accounts for the year ended 31 December 2015 have been made available on the Company's website and will be posted to shareholders on 20 May 2016.

This information is provided by RNS

The company news service from the London Stock Exchange

END

FR QDLFFQEFLBBX

Become a member today, It's free!

Final Results

Chairman's Statement

Statement of Comprehensive Income
for the year ended 31 December 2015

Statement of Changes in Equity
for the year ended 31 December 2015

Statement of Financial Position
at 31 December 2015

Intangible assets

8

-

1,051

Oil & gas properties

9

1,047

-

Current assets

Statement of Cash Flows
for the year ended 31 December 2015

At 31 December 2014

At 31 December 2014

-

-

Related News

@ the Bell: TSX back in the green

@ the Bell: TSX dips under tariff threat while Wall Street rallies

@ the Bell: TSX hits new record high, then falls

Featured News Links

Options Trading for Retiring: Key Strategies in Balancing Retirement Income

One Property, One Focus on Advancing this Gold Project in Ontario

Become a member today, It's free!

Sign In

Send my password

Become a member today, It's free!

Final Results

Chairman's Statement

Statement of Comprehensive Income for the year ended 31 December 2015

Statement of Changes in Equity for the year ended 31 December 2015

Statement of Financial Position at 31 December 2015

Intangible assets

8

-

1,051

Oil & gas properties

9

1,047

-

Current assets

Statement of Cash Flows for the year ended 31 December 2015

At 31 December 2014

At 31 December 2014

-

-

Related News

@ the Bell: TSX back in the green

@ the Bell: TSX dips under tariff threat while Wall Street rallies

@ the Bell: TSX hits new record high, then falls

Featured News Links

Options Trading for Retiring: Key Strategies in Balancing Retirement Income

One Property, One Focus on Advancing this Gold Project in Ontario

Statement of Comprehensive Income
for the year ended 31 December 2015

Statement of Changes in Equity
for the year ended 31 December 2015

Statement of Financial Position
at 31 December 2015

Statement of Cash Flows
for the year ended 31 December 2015