RNS Number : 0187C
Petroneft Resources PLC
23 June 2016
23 June 2016
PetroNeft Resources plc
("PetroNeft" or the "Group" or the "Company")
2015 Final Results
PetroNeft (AIM: PTR) owner and operator of Licences 61 and 67, Tomsk Oblast, Russian Federation,
is pleased to report its final results for the year ended 31 December 2015. In addition, PetroNeft announces that the Company's
Annual Report and Accounts for 2015 and Notice of the 2016 AGM will be mailed to shareholders and will be available online at the
Company's website www.petroneft.com on
or before Thursday 30 June 2016.
Highlights
· Gross production 737,655 barrels of oil from
Licence 61 in 2015
o Average gross production of 2,021 bopd
o Current gross production about 3,000 bopd
· 11 Wells drilled in 2015
· 1,000 km of 2D seismic acquired at Licence 61
in 2015
· 65.5 mmbbls total 2P reserves net to
PetroNeft
Outlook
· Further production increases likely from
South Arbuzovskoye
· Drilling at Sibkrayevskoye No. 374 due to
commence in July 2016 - potential for material increase in reserves
· Active, fully funded work programme planned
at Licence 61 in 2016 and 2017
Dennis Francis, Chief Executive Officer of PetroNeft Resources plc, commented:
"2015 was a busy year for PetroNeft, during which the company carried out an extensive drilling
programme, in partnership with Oil India, across Licence 61. We have gained significant experience in horizontal drilling,
deepened our understanding of the Licence and have identified additional upside at Sibkrayevskoye and South
Arbuzovskoye.
After 3 weeks of production the A-214 horizontal well at South Arbuzovskoye is still
producing over 850 bopd and the pressure decline is very slow. In the near term we look forward to the A-215 horizontal well
results at South Arbuzovskoye and the commencement of drilling on the S-374 delineation well at
Sibkrayevskoye."
For further information, contact:
Dennis Francis, CEO, PetroNeft Resources plc
|
+1 713 988 2500
|
Paul Dowling, CFO, PetroNeft Resources plc
|
+353 1 647 0280
|
John Frain/Brian Garrahy, Davy (NOMAD and Joint
Broker)
|
+353 1 679 6363
|
Henry Fitzgerald-O'Connor, Canaccord Genuity Limited (Joint
Broker)
|
+44 207 523 8000
|
Martin Jackson/Shabnam Bashir, Citigate Dewe Rogerson
|
+44 207 638 9571
|
Joe Heron / Douglas Keatinge, Murray Consultants
|
+353 1 498 0300
|
The information contained in this announcement has been reviewed and verified by Mr. Dennis
Francis, Director and Chief Executive Officer of PetroNeft, for the purposes of the Note for Mining, Oil and Gas Companies issued
by the London Stock Exchange in June 2009. Mr. Francis holds a B.S. Degree in Geophysical Engineering and a M.S. Degree in
Geology from the Colorado School of Mines. He has also graduated from the Harvard University Program for Management
Development. He is a member of the American Association of Petroleum Geologists and the Society of Exploration
Geophysicists. He has over 40 years' experience in oil and gas exploration and development.
PetroNeft Resources plc
Final Results
for the year ended 31 December 2015
Forward Looking Statements
This report contains forward-looking statements. These statements relate to the Group's future
prospects, developments and business strategies. Forward-looking statements are identified by their use of terms and phrases such
as 'believe', 'could', 'envisage', 'potential', 'estimate', 'expect', 'may', 'will' or the negative of those, variations or
comparable expressions, including references to assumptions.
The forward-looking statements in this report are based on current expectations and are subject
to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by those
statements. These forward-looking statements speak only as at the date of these financial statements.
Chairman's Statement
2015 was a busy year for our Company particularly with our partner, Oil India, at Licence 61
where we drilled wells at Tungolskoye, Arbuzovskoye, Sibkrayevskoye and Lineynoye and completed a major 2D seismic acquisition
programme. The work programme saw a mix of successes, challenges and disappointments. 2015 also saw further challenges for the
industry as a whole with further significant weakness in the oil price internationally.
Operations
The existing production wells at Lineynoye and Arbuzovskoye performed well during 2015 but
continued to decline naturally as expected. The main development programme in the year was bringing the Tungolskoye oil field
into production. Unfortunately, the J1-2 horizon was unexpectedly absent from some wells and the oil-water contact on the eastern
side of the field is shallower than expected based on previous drilling and seismic data. As a result, the number of wells in the
programme was reduced which meant we could not achieve the anticipated production, however, we did gain considerable additional
experience in drilling horizontal wells particularly being able to keep the well within a narrow zone over the 1,000 metre
horizontal segment.
In late May 2015 we announced the results of a delineation well at Sibkrayevskoye. The S-373 well
found net pay of 11.5 metres and achieved a stabilised natural flow of 100 bopd from a cased hole test. This along with the newly
acquired 2D seismic has provided further evidence of the quality and size of the Sibkrayevskoye oil field and we are now actively
planning for development activities.
2016-17 work programme
Following up on the drilling results at Arbuzovskoye and Sibkrayevskoye in 2014 and 2015 as well
as the new seismic data, we will be developing the southern part of the Arbuzovskoye oil field in 2016. We will also drill
another delineation well at Sibkrayevskoye in 2016 with a view to commencing development of Sibkrayevskoye in 2017. Oil India
have agreed to provide all the funding for these two projects by way of a shareholder loan to the joint venture company. We
have already seen some excellent results from the first two wells at South Arbuzovskoye and gross production at Licence 61 is
currently about 3,000 bopd (1,500 bopd net to PetroNeft).
Reserves
Ryder Scott have prepared a report as at 1 January 2016 on the reserves of Licence 61. While the
reserves have fallen, primarily at Tungolskoye, the report demonstrates the large potential of the Sibkrayevskoye oil field which
we expect to start developing in 2017. While the increase in 2P reserves at Sibkrayevskoye as a result of the S-373 well was
modest, this was due to its proximity to previous wells. However, the seismic data has shown that the field is likely to be
significantly larger and we hope that a successful result from the S-374 well will lead to a more significant increase in 2P
reserves.
Ryder Scott Estimated Reserves in Oil Fields (net to PetroNeft)
|
|
|
|
|
|
|
Oil Field Name
|
Proved
|
Proved & Probable
|
Proved, Probable & Possible
|
|
|
Licence 61
|
1P mmbo
|
2P mmbo
|
3P mmbo
|
|
Lineynoye
|
7.1
|
13.0
|
16.0
|
|
Tungolskoye
|
0.4
|
2.9
|
3.7
|
|
Kondrashevskoye
|
0.7
|
1.3
|
1.6
|
|
Arbuzovskoye
|
2.0
|
4.5
|
5.7
|
|
Sibkrayevskoye
|
5.8
|
29.4
|
52.8
|
|
North Varyakhskoye
|
0.2
|
0.4
|
0.5
|
|
|
16.2
|
51.5
|
80.3
|
|
Licence 67
|
|
|
|
|
Ledovoye
|
1.5
|
14.0
|
17.4
|
|
|
|
|
|
|
Total net to PetroNeft
|
17.7
|
65.5
|
97.7
|
|
· Licence 61 as at 31 December 2015 (Ryder Scott report
as at 1 January 2016).
· Reserves reflect just PetroNeft's 50% share of
reserves for each licence.
· All oil in discovered fields is in the Upper Jurassic
section.
· Reserves were determined in accordance with the
Society of Petroleum Engineers ("SPE") Petroleum Resources Management System ("PRMS") rules.
· Licence 67 will be co-developed with Arawak Energy
and the reserves above reflect PetroNeft's 50% share as per the most recent Ryder Scott report as at 1 January 2011.
Engagement with Natlata
Following extensive engagement with our largest shareholder, Natlata Partners Limited
("Natlata"), during 2015 and in connection with their requisitioned EGM, in April 2016 we announced that we reached an agreement
on a new Board composition and structure. This involved the appointment Maxim Korobov as non-executive Director and Anthony Sacca
and David Sturt as independent non-executive Directors. David Sanders, Gerry Fagan and Paul Dowling left the Board. Mr. Dowling
remains CFO of the Company. The agreement includes a commitment from Natlata that it will support the newly constituted Board for
a period of two years.
Also, Pavel Tetyakov of Natlata has joined the Company and will be responsible for new business
development in Russia.
I would like to thank David Sanders, who was a founder of the Company, and Gerry Fagan for their
many years of service to the Company. I would also like to thank Vakha Sobraliev, who resigned from the Board in September 2015
for his contribution to the Company over the previous ten years.
Review of PetroNeft loss for the year
The loss after taxation for the year was US$8,474,383 (2014: US$8,784,385). The loss included a
foreign exchange loss on intra-group loans of US$0.3 million (2014: US$2.4 million) the share of joint venture's
net loss in WorldAce Investments of US$8,765,055 which was after an impairment loss within WorldAce of US$4.55 million (US$9.1
million gross). The loss on the disposal of a subsidiary of US$5.6 million in 2014 relates to the farmout of Licence 61
and more details can be found at Note 4 to the financial statements. Finance costs in 2014 of US$1.6 million relate to interest
on the loans from Macquarie and Arawak for the period to 3 July 2014 when the loans were repaid in full.
As mentioned above, the Licence 61 Farmout was completed on 3 July 2014. For accounting purposes
the results of the WorldAce Group are fully consolidated in the PetroNeft Income statement up to that date. After that date
PetroNeft must account for its share of the results of the WorldAce Group using the equity method of accounting. Furthermore,
interest receivable on loans to the WorldAce Group, which up to 3 July 2014 would have been eliminated on consolidation, is
included as income in the PetroNeft consolidated income statement after that date. The 2015 numbers reflect the new arrangements
in full.
PetroNeft Key Financial Metrics
|
|
2015
|
|
2014
|
Continuing operations
|
|
US$'000
|
|
US$'000
|
Revenue
|
|
2,398
|
|
19,165
|
Cost of sales
|
|
(2,371)
|
|
(15,233)
|
Gross profit
|
|
27
|
|
3,932
|
Administrative expenses
|
|
(1,380)
|
|
(3,678)
|
Exchange loss on intra-Group loans
|
|
(284)
|
|
(2,402)
|
Operating loss
|
|
(1,637)
|
|
(2,148)
|
Loss on disposal of subsidiary undertaking
|
|
-
|
|
(5,569)
|
Share of joint venture's net loss - WorldAce Investments Limited
|
|
(8,765)
|
|
(304)
|
Share of joint venture's net loss - Russian BD Holdings B.V.
|
|
(315)
|
|
(294)
|
Finance revenue
|
|
3,042
|
|
1,551
|
Finance costs
|
|
-
|
|
(1,612)
|
Loss for the year for continuing operations before taxation
|
|
(7,675)
|
|
(8,376)
|
Income tax expense
|
|
(799)
|
|
(408)
|
Loss for the year
|
|
(8,474)
|
|
(8,784)
|
Revenue
Revenue in 2015 includes income as operator of both licences and the revenue of PetroNeft's
wholly owned subsidiary, Granite Construction in respect of construction services provided in relation to both joint ventures.
Revenue in 2014 includes revenues from oil sales for the period to 3 July 2014 of US$17.5m and income as operator of both
licences of US$1.7 million.
Income of PetroNeft Group as Operator of Licence 61 and Licence 67
In the joint venture agreements related to both Licence 61 and Licence 67, PetroNeft is
designated as the operator of each Licence. This means that PetroNeft employees and management are responsible for the day to day
running of both Licences. Major strategic and financial decisions relating to the Licences require unanimous approval by both
shareholders in the respective joint venture agreements.
As PetroNeft management and employees are responsible for day to day matters in both Licences,
PetroNeft is entitled to recover a portion of its expenses from the joint ventures. In that regard we established a management
group of key Russian employees who are employed by the PetroNeft subsidiary Dolomite. Both PetroNeft and Dolomite invoice for
their services to the joint ventures based on rates pre-agreed with our respective joint venture partners. The costs associated
with this revenue are included in cost of sales.
In 2015 PetroNeft Group charged a total of US$1.6 million (2014: US$1.2 million) to the joint
ventures in respect of management services. PetroNeft also owns a small construction company, Granite Construction, which carries
out small ad hoc construction projects such as well pads and on-site accommodation on both Licences. In 2015 Granite Construction
charged the WorldAce Group US$0.8 million (2014: US$0.5 million) in respect of these services.
Finance Revenue
Most of the finance revenue relates to Interest receivable on loans to joint ventures. During
2015 PetroNeft had interest receivable of US$2,826,303 (2014: US$1,415,202) on its loans to WorldAce Group and US$205,189 (2014:
US$117,120) on its loans to Russian BD Holdings B.V.
Key Financial Metrics - WorldAce Group
Because of the above accounting implications it is difficult to extract meaningful metrics from
the PetroNeft consolidated income statement. Therefore the metrics below are an extraction from the audited financial statements
of the WorldAce Group and give an indication as to the performance of Licence 61:
|
PetroNeft's
|
PetroNeft's
|
100% of WorldAce
|
|
50% share
2015
|
50% share 3 July - 31 December 2014
|
2015
|
|
2014
|
|
US$'000
|
US$'000
|
US$'000
|
|
US$'000
|
Continuing operations
|
|
|
|
|
|
Revenue
|
10,300
|
5,846
|
20,600
|
|
29,289
|
Cost of sales
|
(10,436)
|
(5,451)
|
(20,871)
|
|
(26,379)
|
Gross profit
|
(136)
|
395
|
(271)
|
|
2,910
|
Gross margin %
|
(1.3%)
|
6.8%
|
(1.3%)
|
|
10.0%
|
Administrative expenses
|
(1,519)
|
(1,027)
|
(3,038)
|
|
(5,129)
|
Impairment of oil and gas properties
|
(4,550)
|
-
|
(9,100)
|
|
-
|
Operating loss
|
(6,205)
|
(632)
|
(12,409)
|
|
(2,219)
|
Finance revenue
|
12
|
5
|
23
|
|
16
|
Finance costs
|
(2,572)
|
(877)
|
(5,144)
|
|
(1,818)
|
Loss for the period for continuing operations before taxation
|
(8,765)
|
(1,504)
|
(17,530)
|
|
(4,021)
|
Income tax credit
|
-
|
1,200
|
-
|
|
2,400
|
Loss for the period for continuing operations before taxation
|
(8,765)
|
(304)
|
(17,530)
|
|
(1,621)
|
Net Loss - WorldAce
Group
The net loss of WorldAce Group for the full year increased to US$17,530,110 from
US$1,621,345 in 2014. The increase in the loss for the year before taxation can be attributed
to higher interest payable on loans from shareholders in 2015 as a result of additional loans provided by Oil
India Limited to WorldAce as part of the Licence 61 Farmout. Of the US$5.1 million in interest payable by WorldAce, US$2.8
million is payable to PetroNeft. Due to the lower oil price environment and a reduction in reserves at the Lineynoye oil field an
impairment of oil and gas properties in the amount of US$9.1 million was required.
Revenue, Cost of Sales and Gross Margin - WorldAce Group
Revenue from oil sales was US$20,600,188 for the year (2014: US$29,288,078). Cost of sales
includes depreciation of US$2,856,469 (2014: US$3,547,979), which was lower mainly because of the weaker Rouble. The gross margin
fell during the year primarily due to an increase in Mineral Extraction Tax in 2015 but also due to lower oil prices. Operating
costs per barrel produced (Cost of Sales excluding depreciation and Mineral Extraction Tax) was steady at US$11.68 (2014:
US$11.67 per barrel). We would expect the gross margin to improve in future periods as our facilities and field operations are
fully staffed and can handle additional production from the South Arbuzovskoye oil field under the current cost structure and do
not expect to add significant additional costs once Sibkrayevskoye comes online. We produced 737,655 barrels of oil (2014:
728,826 barrels) in the year and sold 761,123 barrels of oil (2014: 704,189 barrels) achieving an average oil price of US$27.00
per barrel (2014: US$41.59 per barrel). All oil was sold on the domestic market in Russia.
Finance Costs - WorldAce Group
Finance costs of US$5,144,634 (2014: US$1,818,438) relate to interest on loans from PetroNeft and
Oil India.
Taxation - WorldAce Group
The tax credit in 2014 arose on the reversal of a deferred tax charge of US$2,400,000 in relation
to temporary differences in Russia. There is no tax payable in 2015.
Future Funding of PetroNeft Group
PetroNeft is currently debt free. As part of Licence 61 Farmout, Oil
India provided exploration and development funding of US$45 million through the jointly controlled entity WorldAce. Oil India has
also agreed to provide funding for the development of South Arbuzovskoye and Sibkrayevskoye by way of an unsecured shareholder
loan to WorldAce Group, thereby removing the funding requirement from PetroNeft for this work. The first tranche of this funding
was agreed by way of an unsecured US$10 million shareholder loan from Oil India to WorldAce in March 2016. Principal repayments
on the loan will not commence until October 2019. However, should there be a significant change in the
management of PetroNeft while the loan is outstanding then Oil India may seek early repayment in full. In such circumstances
Petroneft would need to provide its 50% share of the amount outstanding. It is expected that PetroNeft
will commence collection of interest receivable on its loans to WorldAce in the second half of 2017.
Summary
We learned a lot in 2015 particularly in the experience gained in horizontal drilling and the
additional upside identified at Sibkrayevskoye and South Arbuzovskoye. After 3 weeks of production the A-214 horizontal well at
South Arbuzovskoye is still producing over 850 bopd and the pressure decline is very slow. We also now have enough
production data at A-213 to register the reserves in the new J1-2 oil pool and will add production from the primary J1-1 interval
in this well shortly. Both of these are excellent results. In the near term we look forward to the A-215 horizontal well
results at South Arbuzovskoye and the commencement of drilling on the S-374 delineation well at Sibkrayevskoye. The Company
is fortunate in that we have quality assets that are economic in a low oil price environment. With an excellent partner in Oil
India we are well placed to exploit these opportunities despite the challenging times for our industry.
Annual Report and AGM
The annual report will be mailed to shareholders and published on the Company's website
(www.petroneft.com) by 30 June 2016. The AGM will be held in Dublin on 16 September 2016.
Finally, I know that I speak for all the Directors, management and staff of the Group in giving
sincere thanks to our shareholders, both old and new, for your continued support throughout the past year.
David Golder
Non-Executive Chairman
Consolidated Income Statement
For the year ended 31 December 2015
|
|
|
2015
|
|
2014
|
|
Note
|
|
US$
|
|
US$
|
Continuing operations
|
|
|
|
|
|
Revenue
|
|
|
2,398,314
|
|
19,165,456
|
Cost of sales
|
|
|
(2,370,949)
|
|
(15,233,532)
|
Gross profit
|
|
|
27,365
|
|
3,931,924
|
|
|
|
|
|
|
Administrative expenses
|
|
|
(1,379,506)
|
|
(3,677,947)
|
Exchange loss on intra-Group loans
|
|
|
(284,449)
|
|
(2,401,138)
|
Operating loss
|
|
|
(1,636,590)
|
|
(2,147,161)
|
|
|
|
|
|
|
Loss on disposal of subsidiary undertaking
|
4
|
|
-
|
|
(5,569,164)
|
Share of joint venture's net loss - WorldAce Investments Limited
|
|
|
(8,765,055)
|
|
(304,439)
|
Share of joint venture's net loss - Russian BD Holdings B.V.
|
|
|
(314,859)
|
|
(294,103)
|
Finance revenue
|
|
|
3,041,587
|
|
1,550,754
|
Finance costs
|
|
|
-
|
|
(1,612,312)
|
Loss for the year for continuing operations before taxation
|
|
|
(7,674,917)
|
|
(8,376,425)
|
|
|
|
|
|
|
Income tax expense
|
|
|
(799,466)
|
|
(407,960)
|
|
|
|
|
|
|
Loss for the year attributable to equity holders of the Parent
|
|
|
(8,474,383)
|
|
(8,784,385)
|
|
|
|
|
|
|
Loss per share attributable to ordinary equity holders of the Parent
|
|
|
|
|
Basic and diluted - US dollar cent
|
3
|
|
(1.20)
|
|
(1.27)
|
Consolidated Statement of Comprehensive Income
For the year ended 31 December 2015
|
|
|
2015
|
|
2014
|
|
|
|
US$
|
|
US$
|
Loss for the year attributable to equity holders of the Parent
|
|
|
(8,474,383)
|
|
(8,784,385)
|
Other comprehensive income to be reclassified to profit or loss in subsequent
years:
|
|
|
|
|
|
Currency translation adjustments - subsidiaries
|
|
|
265,640
|
|
(764,277)
|
Share of joint ventures' other comprehensive income - foreign exchange translation
differences
|
|
|
(12,474,502)
|
|
(26,480,234)
|
Recycling of currency translation reserve on disposal of subsidiary
|
4
|
|
-
|
|
9,337,907
|
Total comprehensive loss for the year attributable to equity holders of the
Parent
|
|
|
(20,683,245)
|
|
(26,690,989)
|
Consolidated Balance Sheet
As at 31 December 2015
|
|
|
2015
|
|
2014
|
|
Note
|
|
US$
|
|
US$
|
Assets
|
|
|
|
|
|
Non-current Assets
|
|
|
|
|
|
Property, plant and equipment
|
5
|
|
181,703
|
|
321,802
|
Equity-accounted investment in joint ventures - WorldAce Investments Limited
|
6
|
|
-
|
|
10,865,156
|
Equity-accounted investment in joint ventures - Russian BD Holdings B.V.
|
7
|
|
-
|
|
365,178
|
Financial assets - loans and receivables
|
8
|
|
42,883,861
|
|
46,398,502
|
|
|
|
43,065,564
|
|
57,950,638
|
Current Assets
|
|
|
|
|
|
Inventories
|
9
|
|
54,302
|
|
15,179
|
Trade and other receivables
|
10
|
|
1,842,128
|
|
5,069,944
|
Cash and cash equivalents
|
11
|
|
1,284,212
|
|
3,392,769
|
|
|
|
3,180,642
|
|
8,477,892
|
Total Assets
|
|
|
46,246,206
|
|
66,428,530
|
|
|
|
|
|
|
Equity and Liabilities
|
|
|
|
|
|
Capital and Reserves
|
|
|
|
|
|
Called up share capital presented as equity
|
13
|
|
9,429,182
|
|
9,429,182
|
Share premium account
|
|
|
140,912,898
|
|
140,912,898
|
Share-based payments reserve
|
|
|
6,796,540
|
|
6,763,745
|
Retained loss
|
|
|
(74,774,790)
|
|
(66,300,407)
|
Currency translation reserve
|
|
|
(38,885,148)
|
|
(26,676,286)
|
Other reserves
|
|
|
336,000
|
|
336,000
|
Equity attributable to equity holders of the Parent
|
|
|
43,814,682
|
|
64,465,132
|
|
|
|
|
|
|
Non-current Liabilities
|
|
|
|
|
|
Deferred tax liability
|
|
|
1,286,378
|
|
511,775
|
|
|
|
1,286,378
|
|
511,775
|
Current Liabilities
|
|
|
|
|
|
Trade and other payables
|
12
|
|
1,145,146
|
|
1,451,623
|
|
|
|
1,145,146
|
|
1,451,623
|
Total Liabilities
|
|
|
2,431,524
|
|
1,963,398
|
Total Equity and Liabilities
|
|
|
46,246,206
|
|
66,428,530
|
Consolidated Statement of Changes in Equity
For the year ended 31 December 2015
|
Called up share capital presented as equity
|
|
Share premium account
|
|
Share-based payment and other reserves
|
|
Currency translation reserve
|
|
Currency translation reserve relating to assets held for sale
|
|
Retained loss
|
|
Total
|
|
US$
|
|
US$
|
|
US$
|
|
US$
|
|
US$
|
|
US$
|
|
US$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At 1 January 2014
|
8,561,499
|
|
136,762,387
|
|
7,020,820
|
|
(177,021)
|
|
(8,592,661)
|
|
(57,516,022)
|
|
86,059,002
|
Loss for the year
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
(8,784,385)
|
|
(8,784,385)
|
Currency translation adjustments - subsidiaries
|
-
|
|
-
|
|
-
|
|
(19,031)
|
|
(745,246)
|
|
-
|
|
(764,277)
|
Share of joint ventures' other comprehensive income - foreign exchange translation
differences
|
-
|
|
-
|
|
-
|
|
(26,480,234)
|
|
-
|
|
-
|
|
(26,480,234)
|
Recycling of currency translation reserve on disposal of subsidiary
|
-
|
|
-
|
|
-
|
|
-
|
|
9,337,907
|
|
-
|
|
9,337,907
|
Total comprehensive loss for the year
|
-
|
|
-
|
|
-
|
|
(26,499,265)
|
|
8,592,661
|
|
(8,784,385)
|
|
(26,690,989)
|
New share capital subscribed
|
867,683
|
|
4,308,865
|
|
-
|
|
-
|
|
-
|
|
-
|
|
5,176,548
|
Transaction costs on issue of share capital
|
-
|
|
(158,354)
|
|
-
|
|
-
|
|
-
|
|
-
|
|
(158,354)
|
Share-based payment expense
|
-
|
|
-
|
|
78,925
|
|
-
|
|
-
|
|
-
|
|
78,925
|
At 31 December 2014
|
9,429,182
|
|
140,912,898
|
|
7,099,745
|
|
(26,676,286)
|
|
-
|
|
(66,300,407)
|
|
64,465,132
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At 1 January 2015
|
9,429,182
|
|
140,912,898
|
|
7,099,745
|
|
(26,676,286)
|
|
-
|
|
(66,300,407)
|
|
64,465,132
|
Loss for the year
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
(8,474,383)
|
|
(8,474,383)
|
Currency translation adjustments - subsidiaries
|
-
|
|
-
|
|
-
|
|
265,640
|
|
-
|
|
-
|
|
265,640
|
Share of joint ventures' other comprehensive income - foreign exchange translation
differences
|
-
|
|
-
|
|
-
|
|
(12,474,502)
|
|
-
|
|
-
|
|
(12,474,502)
|
Total comprehensive loss for the year
|
-
|
|
-
|
|
-
|
|
(12,208,862)
|
|
-
|
|
(8,474,383)
|
|
(20,683,245)
|
Share-based payment expense
|
-
|
|
-
|
|
32,795
|
|
-
|
|
-
|
|
-
|
|
32,795
|
At 31 December 2015
|
9,429,182
|
|
140,912,898
|
|
7,132,540
|
|
(38,885,148)
|
|
-
|
|
(74,774,790)
|
|
43,814,682
|
Consolidated Cash Flow Statement
For the year ended 31 December 2015
|
|
|
2015
|
|
2014
|
|
|
|
US$
|
|
US$
|
Operating activities
|
|
|
|
|
|
Loss before taxation
|
|
|
(7,674,917)
|
|
(8,376,425)
|
Adjustment to reconcile loss before tax to net cash flows
|
|
|
|
|
|
Non-cash
|
|
|
|
|
|
Depreciation
|
|
|
97,673
|
|
126,250
|
Share of loss in joint ventures
|
|
|
9,079,914
|
|
598,542
|
Share-based payment expense
|
|
|
32,795
|
|
78,925
|
Loss on disposal of subsidiary undertaking
|
4
|
|
-
|
|
5,569,164
|
Finance revenue
|
|
|
(3,041,587)
|
|
(1,550,754)
|
Finance costs
|
|
|
-
|
|
1,612,312
|
Working capital adjustments
|
|
|
|
|
|
Increase in trade and other receivables
|
|
|
(548,351)
|
|
(506,502)
|
(Increase)/decrease in inventories
|
|
|
(39,122)
|
|
44,199
|
Increase/(decrease) in trade and other payables
|
|
|
31,428
|
|
(1,028,136)
|
Income tax paid
|
|
|
(25,832)
|
|
(5,354)
|
Net cash flows used in operating activities
|
|
|
(2,087,999)
|
|
(3,437,779)
|
Investing activities
|
|
|
|
|
|
Purchase of oil and gas properties
|
|
|
-
|
|
(200,669)
|
Purchase of property, plant and equipment
|
|
|
(19,059)
|
|
(144,137)
|
Exploration and evaluation payments
|
|
|
-
|
|
(1,187,432)
|
Loan facilities advanced to joint venture undertakings
|
|
|
-
|
|
(3,500,000)
|
Repayment of loan facilities by joint venture undertakings
|
|
|
-
|
|
36,105,575
|
Decrease in restricted cash
|
|
|
-
|
|
2,054,947
|
Decrease in cash and cash equivalents held for sale
|
|
|
-
|
|
176,857
|
Interest received
|
|
|
10,095
|
|
15,310
|
Net cash (used in)/received from investing activities
|
|
|
(8,964)
|
|
33,320,451
|
Financing activities
|
|
|
|
|
|
Proceeds from issue of share capital
|
|
|
-
|
|
5,176,548
|
Transaction costs of issue of shares
|
|
|
-
|
|
(158,354)
|
Proceeds from loan facilities
|
|
|
-
|
|
1,500,000
|
Repayment of loan facilities
|
|
|
-
|
|
(31,500,000)
|
Interest paid
|
|
|
-
|
|
(1,601,285)
|
Net cash used in financing activities
|
|
|
-
|
|
(26,583,091)
|
Net (decrease)/increase in cash and cash equivalents
|
|
|
(2,096,963)
|
|
3,299,581
|
Translation adjustment
|
|
|
(11,594)
|
|
(23,643)
|
Cash and cash equivalents at the beginning of the year
|
|
|
3,392,769
|
|
116,831
|
Cash and cash equivalents at the end of the year
|
11
|
|
1,284,212
|
|
3,392,769
|
Notes to the Preliminary Financial Statements
For the year ended 31 December 2015
1. Basis of
Accounting and Presentation of Financial Information
While the financial information included in this announcement has been prepared in accordance
with the Group's accounting policies under International Financial Reporting Standards (IFRS) as adopted by the European Union,
this announcement does not itself contain sufficient information to comply with IFRS. The Company is distributing the full
financial statements that comply with IFRS on or before 30 June 2016.
The financial information set out above does not constitute the Company's statutory accounts for
the years ended 31 December 2015 or 2014, but is derived from those accounts. Statutory accounts for 2014 have been delivered to
the Registrar of Companies and those for 2015 will be delivered following the Company's annual general meeting. The auditors have
reported on those accounts. Both reports were unmodified.
Adoption of IFRS and International Financial Reporting Interpretations Committee (IFRIC)
interpretations
A number of amendments to existing IFRS (principally related to clarifications and refinements of
definitions) became effective for, and have been applied in preparing, these Financial Statements. The application of these
amendments did not result in material changes to the results or financial position of the Group or the Company.
Going Concern
As detailed in the Chairman's' Statement, a significant work programme will be carried out at
Licence 61 in 2016 and 2017. Oil India have agreed to provide funding for 100% of this work programme by way of a shareholder
loan to the joint venture company, WorldAce Investments Limited. This loan is unsecured and capital repayments do not commence
until October 2019. However, should there be a significant change in PetroNeft management the loan can be called in and PetroNeft
would have to provide its share of funding to WorldAce in order that the loan could be repaid. The recent agreement between the
Company and its largest shareholder, Natlata, helps to provide stability in terms of the management team at PetroNeft and the
agreement, which is subject to certain conditions, is envisaged to last for two years, thereby mitigating the risk of the loan
being called in early.
PetroNeft the holding company recovers some of its costs from the joint ventures it operates and
expects to fund the unrecovered costs through existing cash resources and also expects to start receiving interest on its US$45
million loan to WorldAce in 2017.
Management have analysed its cash flow requirements for the Group and the Company for the period
to 31 December 2017 in detail. The cash flow includes estimates for a number of key variables including the timing of cash flows
of development expenditure, oil price, production rates, exchange rates and management of working capital and is based on the
provision of funding by Oil India as described above. The cash flow analysis demonstrates that the Group and Company will be in a
position to meet its liabilities as they fall due.
Based on the agreements that are in place with Oil India and Natlata, and after making enquiries,
the directors have a reasonable expectation that the Group and the Company have adequate resources to continue in operational
existence for the foreseeable future. Accordingly, they continue to adopt the going concern basis in preparing the financial
statements.
2. Segment
information
At present the Group has one reportable operating segment, which is oil exploration and
production through its joint venture undertakings. As a result, there are no further disclosures required in respect of the
Group's reporting segment.
The risk and returns of the Group's operations are primarily determined by the nature of the
activities that the Group engages in, rather than the geographical location of these operations. This is reflected by the
Group's organisational structure and the Group's internal financial reporting systems.
Management monitors and evaluates the operating results for the purpose of making decisions
consistently with how it determines operating profit or loss in the consolidated financial statements.
Geographical segments
Although the joint venture undertakings WorldAce Investments Limited and Russian BD Holdings B.V.
are domiciled in Cyprus and the Netherlands, the underlying businesses and assets are in Russia. Substantially all of the Group's
sales and capital expenditures are in Russia.
|
Assets are allocated based on where the assets are located:
|
|
|
|
|
|
2015
|
|
2014
|
|
Non-current assets
|
|
|
US$
|
|
US$
|
|
Russia
|
|
|
39,886,410
|
|
57,945,126
|
|
Ireland
|
|
|
3,480
|
|
5,512
|
|
|
|
|
39,889,890
|
|
57,950,638
|
|
|
|
|
|
|
|
|
3. Loss per Ordinary Share
Basic loss per Ordinary Share amounts are calculated by dividing net loss for the year
attributable to ordinary equity holders of the Parent by the weighted average number of Ordinary Shares outstanding during the
year. Basic and diluted earnings per Ordinary Share are the same as the potential Ordinary Shares are anti-dilutive.
|
|
|
|
2015
|
|
2014
|
|
Numerator
|
|
|
US$
|
|
US$
|
|
Loss attributable to equity shareholders of the Parent for basic and diluted
loss
|
|
|
(8,474,383)
|
|
(8,784,385)
|
|
|
|
|
(8,474,383)
|
|
(8,784,385)
|
|
Denominator
|
|
|
|
|
|
|
Weighted average number of Ordinary Shares for basic and diluted earnings per Ordinary
Share
|
|
|
707,245,906
|
|
694,097,759
|
|
Diluted weighted average number of shares
|
|
|
707,245,906
|
|
694,097,759
|
|
|
|
|
|
|
|
|
Loss per share:
|
|
|
|
|
|
|
Basic and diluted - US dollar cent
|
|
|
(1.20)
|
|
(1.27)
|
The Company has instruments in issue that could potentially dilute basic earnings per Ordinary
Share in the future, but are not included in the calculation for the reasons outlined below:
· Employee Share Options
-These potential Ordinary Shares are anti-dilutive for the years ended 31 December 2015 and
2014.
· Warrants - At 31 December 2014: 9,900,000
Ordinary Shares were subject to warrants being exercised. These potential Ordinary Shares were
anti-dilutive for the year ended 31 December 2014. All warrants expired during 2015.
4. Loss on
disposal of subsidiary undertaking
In 2014 a legally-binding contract was entered into by the Company to farmout a 50% non-operated
interest in Licence 61. to Oil India Limited ("OIL").
Under the terms of the agreement, OIL subscribed for shares in WorldAce, the holding company for
Stimul-T, the entity which holds Licence 61 and all related assets and liabilities; following which, PetroNeft and Oil India both
hold 50% of the voting shares of WorldAce. In addition, through the shareholder's agreement, both parties have joint control of
WorldAce with PetroNeft continuing as operator (the "Licence 61 Farmout"). The basic terms of this agreement provided for a total
investment by OIL of up to US$85 million consisting of:
- US$35 million upfront cash payment;
- US$45 million of exploration and development expenditure
on Licence 61;
- US$5 million performance bonus, contingent upon average
production from the Sibkrayevskoye Field reaching 7,500 bopd within the next five years.
WorldAce Investments Limited, which was previously a 100% subsidiary of PetroNeft, became a
jointly controlled entity, resulting in a loss on disposal of US$5.6 million (after the recycling of the currency translation
reserve of US$9.3 million). The deal completed on 3 July 2014.
|
|
|
2014
|
|
|
|
US$
|
|
|
|
|
Fair value of remaining equity investment in joint venture
|
|
35,000,000
|
Loans and other receivables from joint venture (note 14)*
|
|
|
81,021,362
|
Value of assets retained by PetroNeft
|
|
|
116,021,362
|
Assets held for sale
|
|
|
(125,155,128)
|
Liabilities held for sale
|
|
|
14,723,715
|
Gain before transaction costs and recycling of currency translation reserve
|
|
|
5,589,949
|
Recycling of currency translation reserve on disposal of subsidiary†
|
|
(9,337,907)
|
Transaction costs
|
|
|
(1,821,206)
|
Loss on disposal of subsidiary undertaking
|
|
|
(5,569,164)
|
*US$35 million of the loans receivable from the joint venture noted above were repaid to PetroNeft out of the
proceeds of the new share issue by WorldAce to Oil India. A further US$600,000 was repaid from operating cashflows in the second
half of 2014.
† The recycling of the currency translation reserve of US$9.3 million
relates primarily to the realisation of the cumulative foreign currency losses relating to the retranslation of Russian Rouble
denominated assets and liabilities held by Stimul-T whose functional currency is Russian Rouble. As part of the consolidation
process in prior periods up to 3 July 2014, those Russian Rouble carrying amounts were converted to US Dollars, the functional
currency of PetroNeft, at each period end and the unrealised gain or loss was then recognised through the statement of other
comprehensive income and included in the currency translation reserve rather than the retained loss reserve. With the completion
of the Licence 61 Farmout in July 2014 this accumulated loss was realised and therefore transferred to the Income Statement and
included in the calculation of loss on disposal arising from the Licence 61 Farmout.
5.
|
Property, Plant and Equipment
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Group
|
|
|
|
|
Plant and
|
|
|
|
|
|
|
machinery
|
|
|
|
|
|
|
US$
|
|
Cost
|
|
|
|
|
|
|
At 1 January 2014
|
|
|
|
|
1,472,972
|
|
Additions
|
|
|
|
|
148,917
|
|
Disposals
|
|
|
|
|
(43,974)
|
|
Translation adjustment
|
|
|
|
|
(581,327)
|
|
At 1 January 2015
|
|
|
|
|
996,588
|
|
Additions
|
|
|
|
|
19,059
|
|
Translation adjustment
|
|
|
|
|
(215,247)
|
|
At 31 December 2015
|
|
|
|
|
800,400
|
|
|
|
|
|
|
|
|
Depreciation
|
|
|
|
|
|
|
At 1 January 2014
|
|
|
|
|
1,005,912
|
|
Charge for the year
|
|
|
|
|
126,250
|
|
Disposals
|
|
|
|
|
(43,974)
|
|
Translation adjustment
|
|
|
|
|
(413,402)
|
|
At 1 January 2015
|
|
|
|
|
674,786
|
|
Charge for the year
|
|
|
|
|
97,673
|
|
Translation adjustment
|
|
|
|
|
(153,762)
|
|
At 31 December 2015
|
|
|
|
|
618,697
|
|
|
|
|
|
|
|
|
Net book values
|
|
|
|
|
|
|
At 31 December 2015
|
|
|
|
|
181,703
|
|
At 31 December 2014
|
|
|
|
|
321,802
|
|
Company
|
|
|
|
|
Plant and
|
|
|
|
|
|
|
machinery
|
|
|
|
|
|
|
US$
|
|
Cost
|
|
|
|
|
|
|
At 1 January 2014
|
|
|
|
|
27,027
|
|
Additions
|
|
|
|
|
5,039
|
|
At 1 January 2015
|
|
|
|
|
32,066
|
|
At 31 December 2015
|
|
|
|
|
32,066
|
|
|
|
|
|
|
|
|
Depreciation
|
|
|
|
|
|
|
At 1 January 2014
|
|
|
|
|
22,887
|
|
Charge for the year
|
|
|
|
|
(3,667
|
|
At 1 January 2015
|
|
|
|
|
26,554
|
|
Charge for the year
|
|
|
|
|
(2,032
|
|
At 31 December 2015
|
|
|
|
|
28,586
|
|
|
|
|
|
|
|
|
Net book values
|
|
|
|
|
|
|
At 31 December 2015
|
|
|
|
|
3,480
|
|
At 31 December 2014
|
|
|
|
|
5,512
|
6. Equity-accounted Investment in Joint Venture
- WorldAce Investments Limited
PetroNeft Resources plc has a 50% interest in WorldAce Investments Limited, a jointly controlled
entity which holds 100% of LLC Stimul-T, an entity involved in oil and gas exploration and the registered holder of Licence 61.
The interest in this joint venture is accounted for using the equity accounting method. WorldAce Investments Limited became a
joint venture with effect from 3 July 2014. Full details of the transaction and the accounting implications are discussed in Note
4. WorldAce Investments Limited is incorporated in Cyprus and carries out its activities, through LLC Stimul-T, in
Russia.
|
|
|
|
|
|
|
|
|
Share of net assets
|
|
|
|
|
US$
|
|
|
|
|
|
|
At 1 January 2014
|
|
|
-
|
|
Investment in joint venture during the year
|
|
|
35,000,000
|
|
Elimination of unrealised profit on intra-Group transactions
|
|
|
(22,734)
|
|
Retained loss
|
|
|
(304,439)
|
|
Translation adjustment
|
|
|
(23,807,671)
|
|
At 1 January 2015
|
|
|
10,865,156
|
|
Elimination of unrealised loss on intra-Group transactions
|
|
|
(29,326)
|
|
Retained loss
|
|
|
(8,765,055)
|
|
Translation adjustment
|
|
|
(11,587,393)
|
|
Credited against loans receivable from WorldAce Investments Limited (Note 8)
|
|
|
9,516,618
|
|
At 31 December 2015
|
|
|
-
|
The balance sheet position of WorldAce Investments Limited shows net liabilities of US$28,770,819
following a loss in the year of US$17,530,110 together with a negative currency translation adjustment of US$23,174,786.
PetroNeft's 50% share is included above and results in a negative carrying value of US$9,516,618. Therefore, the share of net
assets is reduced to Nil and, in accordance with IAS 28 Investments in Associates and Joint Ventures, the
amount of US$9,516,618 is deducted from other assets associated with the joint venture on the Balance Sheet which are the loans
receivable from WorldAce Investments (see Note 8).
6. Equity-accounted Investment in Joint Venture
- WorldAce Investments Limited (continued)
Additional financial information in respect of PetroNeft's 50% interest in the equity-accounted
joint venture entity is disclosed below:
|
|
|
|
2015
|
|
Period from 3 July to 31 December 2014
|
|
|
|
|
US$
|
|
US$
|
|
|
|
|
|
|
|
|
Continuing operations
|
|
|
|
|
|
|
Revenue
|
|
|
10,300,094
|
|
5,845,646
|
|
Cost of sales
|
|
|
(10,435,521)
|
|
(5,450,642)
|
|
Gross (loss)/profit
|
|
|
(135,427)
|
|
395,004
|
|
Administrative expenses
|
|
|
(1,519,005)
|
|
(1,027,260)
|
|
Impairment of oil and gas properties
|
|
|
(4,550,000)
|
|
-
|
|
Operating loss
|
|
|
(6,204,432)
|
|
(632,256)
|
|
Finance revenue
|
|
|
11,694
|
|
4,713
|
|
Finance costs
|
|
|
(2,572,317)
|
|
(876,896)
|
|
Loss for the year for continuing operations before taxation
|
|
|
(8,765,055)
|
|
(1,504,439)
|
|
Income tax expense
|
|
|
-
|
|
1,200,000
|
|
Loss for the year
|
|
|
(8,765,055)
|
|
(304,439)
|
|
|
|
|
|
|
|
|
Loss for the year
|
|
|
|
|
|
|
Other comprehensive income to be reclassified to profit or loss in subsequent
years:
|
|
|
(8,765,055)
|
|
(304,439)
|
|
Currency translation adjustments
|
|
|
(11,587,393)
|
|
(23,807,671)
|
|
Total comprehensive loss for the year
|
|
|
(20,352,448)
|
|
(24,112,110)
|
The currency translation adjustment results from the devaluation of the Russian Rouble during the
year. All Russian Rouble carrying values in Stimul-T, the 100% subsidiary of WorldAce are converted to US Dollars at each period
end. The resulting gain or loss is recognised through other comprehensive income and transferred to the currency translation
reserve. The Russian Rouble depreciated significantly against the US Dollar during the year from RUB56.5:US$1 at 31
December 2014 to RUB73.3:US$1 at 31 December 2015.
6. Equity-accounted Investment in Joint Venture
- WorldAce Investments Limited (continued)
|
|
|
|
2015
|
|
2014
|
|
|
|
|
US$
|
|
US$
|
|
Non-current Assets
|
|
|
|
|
|
|
Oil and gas properties
|
|
|
27,646,307
|
|
26,378,463
|
|
Property, plant and equipment
|
|
|
197,826
|
|
285,775
|
|
Exploration and evaluation assets
|
|
|
6,044,036
|
|
7,856,589
|
|
Assets under construction
|
|
|
2,345,358
|
|
3,226,280
|
|
|
|
|
36,233,527
|
|
37,747,107
|
|
|
|
|
|
|
|
|
Current Assets
|
|
|
|
|
|
|
Inventories
|
|
|
257,857
|
|
691,950
|
|
Trade and other receivables
|
|
|
259,142
|
|
1,633,624
|
|
Cash and cash equivalents
|
|
|
153,198
|
|
514,206
|
|
|
|
|
670,197
|
|
2,839,780
|
|
|
|
|
|
|
|
|
Total Assets
|
|
|
36,903,724
|
|
40,586,887
|
|
|
|
|
|
|
|
|
Non-current Liabilities
|
|
|
|
|
|
|
Provisions
|
|
|
(273,278)
|
|
(393,153)
|
|
Interest-bearing loans and borrowings
|
|
|
(48,366,752)
|
|
(32,593,955)
|
|
|
|
|
(48,640,030)
|
|
(32,987,108)
|
|
Current Liabilities
|
|
|
|
|
|
|
Trade and other payables
|
|
|
(2,649,103)
|
|
(1,638,815)
|
|
|
|
|
(2,649,103)
|
|
(1,638,815)
|
|
Total Liabilities
|
|
|
(51,289,133)
|
|
(34,625,923)
|
|
|
|
|
|
|
|
|
Net (Liabilities)/Assets
|
|
|
(14,385,409)
|
|
5,960,964
|
|
Capital commitments
|
|
|
|
|
2015
|
|
2014
|
|
|
|
|
US$
|
|
US$
|
|
Details of capital commitments at the balance sheet date are as follows:
|
|
|
|
|
|
|
|
|
Contracted for but not provided in
|
|
|
|
|
|
|
the financial statements
|
|
|
1,236,788
|
|
12,839,994
|
|
Including contracted with related parties
|
|
|
-
|
|
3,697,366
|
6. Equity-accounted Investment
in Joint Venture - WorldAce Investments Limited (continued)
|
Future minimum rentals payable under non-cancellable operating leases at the balance
sheet date are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
2015
|
|
2014
|
|
|
|
|
US$
|
|
US$
|
|
|
|
|
|
|
|
|
Within one year
|
|
|
39,459
|
|
44,624
|
|
After one year but not more than five years
|
|
|
150,274
|
|
160,711
|
|
More than five years
|
|
|
326,079
|
|
403,104
|
|
|
|
|
515,812
|
|
608,439
|
The above capital commitments in the joint venture are incurred jointly with Oil India
International B.V. The Group has a 50% share of these commitments.
7. Equity-accounted Investment in Joint Venture -
Russian BD Holdings B.V.
PetroNeft Resources plc has a 50% interest in Russian BD Holdings B.V., a jointly controlled
entity which holds 100% of LLC Lineynoye, an entity involved in oil and gas exploration and the registered holder of Licence 67.
The interest in this joint venture is accounted for using the equity accounting method. Russian BD Holdings B.V. is incorporated
in the Netherlands and carries out its activities in Russia.
|
|
|
|
Share of net assets
|
|
|
|
|
US$
|
|
|
|
|
|
|
At 1 January 2014
|
|
|
3,331,844
|
|
Retained loss
|
|
|
(294,103)
|
|
Translation adjustment
|
|
|
(2,672,563)
|
|
At 1 January 2015
|
|
|
365,178
|
|
Retained loss
|
|
|
(314,859)
|
|
Translation adjustment
|
|
|
(887,109)
|
|
Credited against loans receivable from Russian BD Holdings B.V. (Note 8)
|
|
|
836,790
|
|
At 31 December 2015
|
|
|
-
|
The balance sheet position of Russian BD Holdings B.V. shows net liabilities of US$1,673,580 following a loss in the year of
US$629,718 together with a currency translation adjustment (loss) of US$1,774,218. PetroNeft's 50% share is included above and
results in a negative carrying value of US$836,790. Therefore, the share of net assets is reduced to Nil and, in accordance with
IAS 28 Investments in Associates and Joint Ventures, the amount of US$836,790 is deducted from other
assets associated with the joint venture on the Balance Sheet which are the loans receivable from Russian BD Holdings B.V. (Note
8).
7. Equity-accounted Investment in Joint Venture -
Russian BD Holdings B.V. (continued)
Additional financial information in respect of PetroNeft's 50% interest in the equity-accounted
joint venture entity is disclosed below:
|
|
|
|
2015
|
|
2014
|
|
|
|
|
US$
|
|
US$
|
|
|
|
|
|
|
|
|
Revenue
|
|
|
-
|
|
-
|
|
Cost of sales
|
|
|
-
|
|
-
|
|
Gross profit
|
|
|
-
|
|
-
|
|
Administrative expenses
|
|
|
(106,224)
|
|
(143,643)
|
|
Operating loss
|
|
|
(106,224)
|
|
(143,643)
|
|
Finance revenue
|
|
|
434
|
|
1,743
|
|
Finance costs
|
|
|
(209,069)
|
|
(152,203)
|
|
Loss for the year for continuing operations before taxation
|
|
|
(314,859)
|
|
(294,103)
|
|
|
|
|
|
|
|
|
Taxation
|
|
|
-
|
|
-
|
|
|
|
|
|
|
|
|
Loss for the year
|
|
|
(314,859)
|
|
(294,103)
|
|
|
|
|
|
|
|
|
Loss for the year
|
|
|
(314,859)
|
|
(294,103)
|
|
Other comprehensive income to be reclassified to profit or loss in subsequent
years:
|
|
|
|
|
|
|
Currency translation adjustments
|
|
|
(887,109)
|
|
(2,672,563)
|
|
Total comprehensive loss for the year
|
|
|
(1,201,968)
|
|
(2,966,666)
|
|
|
|
|
2015
|
|
2014
|
|
|
|
|
US$
|
|
US$
|
|
Non-current assets
|
|
|
3,327,327
|
|
4,155,338
|
|
Current assets
|
|
|
71,104
|
|
165,716
|
|
Total assets
|
|
|
3,398,431
|
|
4,321,054
|
|
|
|
|
|
|
|
|
Non-current liabilities
|
|
|
(4,034,780)
|
|
(22,810)
|
|
Current liabilities
|
|
|
(200,441)
|
|
(3,933,066)
|
|
Total liabilities
|
|
|
(4,235,221)
|
|
(3,955,876)
|
|
|
|
|
|
|
|
|
Net (Liabilities)/Assets
|
|
|
(836,790)
|
|
365,178
|
7. Equity-accounted Investment
in Joint Venture - Russian BD Holdings B.V. (continued)
|
Future minimum rentals payable under non-cancellable operating leases at the balance
sheet date are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
2015
|
|
2014
|
|
|
|
|
US$
|
|
US$
|
|
|
|
|
|
|
|
|
Within one year
|
|
|
2,091
|
|
2,605
|
|
After one year but not more than five years
|
|
|
6,706
|
|
8,980
|
|
More than five years
|
|
|
22,010
|
|
29,377
|
|
|
|
|
30,807
|
|
40,962
|
There were no capital commitments as at 31 December 2014 or 31 December 2015.
8.
|
Financial assets - loans and receivables
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2015
|
|
2014
|
|
|
|
|
US$
|
|
US$
|
|
|
|
|
|
|
|
|
Loans to WorldAce Investments Limited
|
|
|
49,224,805
|
|
46,398,502
|
|
Less: share of WorldAce Investments Limited loss (Note 6)
|
|
|
(9,516,618)
|
|
-
|
|
|
|
|
39,708,187
|
|
46,398,502
|
|
Loans to Russian BD Holdings B.V.
|
|
|
4,012,464
|
|
-
|
|
Less: share of Russian BD Holdings B.V. loss (Note 7)
|
|
|
(836,790)
|
|
-
|
|
|
|
|
3,175,674
|
|
-
|
|
|
|
|
42,883,861
|
|
46,398,502
|
|
|
|
|
|
|
|
The Company has granted a loan facility to its joint venture undertaking WorldAce Investments
Limited of up to US$45 million. This loan facility is US$ denominated and unsecured. Interest currently accrues on the loan at
USD LIBOR plus 6.0% but the Company has agreed not to seek payment of interest until 2017 at the earliest. The loan is set to
mature on 31 December 2022. As at 31 December 2015 the loan was fully drawn down. The loan from the Company to Russian BD
Holdings is repayable on demand. Interest currently accrues on the loan at 6.0% per annum.
9.
|
Inventories
|
|
|
|
|
|
|
|
|
|
2015
|
|
2014
|
|
|
|
|
US$
|
|
US$
|
|
|
|
|
|
|
|
|
Materials
|
|
|
54,302
|
|
15,179
|
|
|
|
|
54,302
|
|
15,179
|
10.
|
Trade and other receivables
|
|
|
|
|
|
|
|
|
|
2015
|
|
2014
|
|
|
|
|
US$
|
|
US$
|
|
|
|
|
|
|
|
|
Other receivables
|
|
|
147,641
|
|
112,492
|
|
Receivable from jointly controlled entity (Note 14)
|
|
|
1,628,667
|
|
4,879,292
|
|
Receivable from related parties (Note 14)
|
|
|
-
|
|
11,858
|
|
Advances to contractors
|
|
|
3,708
|
|
1,922
|
|
Prepayments
|
|
|
62,112
|
|
64,380
|
|
|
|
|
1,842,128
|
|
5,069,944
|
|
|
|
|
|
|
|
|
|
Other receivables
are non-interest-bearing and are normally settled on 60-day terms.
11.
|
Cash and Cash Equivalents
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2015
|
|
2014
|
|
|
|
|
US$
|
|
US$
|
|
|
|
|
|
|
|
|
Cash at bank and in hand
|
|
|
1,284,212
|
|
3,392,769
|
|
|
|
|
1,284,212
|
|
3,392,769
|
Bank deposits earn
interest at floating rates based on daily deposit rates. Short-term deposits are made for varying periods of between one day and
one month depending on the immediate cash requirements of the Group, and earn interest at the respective short-term deposit
rates.
12.
|
Trade and other payables
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2015
|
|
2014
|
|
|
|
|
US$
|
|
US$
|
|
|
|
|
|
|
|
|
Trade payables
|
|
|
238,570
|
|
306,857
|
|
Trade payables to jointly controlled entity (Note 14)
|
|
|
239,228
|
|
53,450
|
|
Corporation tax
|
|
|
59,087
|
|
60,797
|
|
Oil taxes, VAT and employee taxes
|
|
|
78,293
|
|
74,497
|
|
Other payables
|
|
|
212,141
|
|
137,475
|
|
Accruals
|
|
|
317,827
|
|
818,547
|
|
|
|
|
1,145,146
|
|
1,451,623
|
The Directors
consider that the carrying amount of trade and other payables approximates their fair value.
Trade and other
payables are non-interest-bearing and are normally settled on 60-day terms.
Trade payables and
accruals principally comprise amounts outstanding for trade purchases and ongoing costs.
13. Share capital
|
|
|
|
2015
|
|
2014
|
|
|
|
|
€
|
|
€
|
Authorised
|
|
|
|
|
|
|
1,000,000,000 (2014: 1,000,000,000) Ordinary Shares of €0.01 each
|
|
|
10,000,000
|
|
10,000,000
|
|
|
|
|
10,000,000
|
|
10,000,000
|
|
Allotted, called up and fully paid equity
|
|
|
Number of Ordinary Shares
|
|
Called up share capital US$
|
|
At 1 January 2014
|
|
|
644,920,275
|
|
8,561,499
|
|
Issued in 2014
|
|
|
62,325,631
|
|
867,683
|
|
At 1 January 2015
|
|
|
707,245,906
|
|
9,429,182
|
|
At 31 December 2015
|
|
|
707,245,906
|
|
9,429,182
|
The Company issued 62,325,631 new shares for consideration of US$5.2 million in March 2014. The
net proceeds of this share issue of US$5.0 million, after transaction costs of US$0.2 million, were used to finance expenditure
on oil and gas properties, exploration and evaluation costs, debt repayment and corporate overhead.
14. Related party disclosures
Transactions with joint ventures
PetroNeft Resources plc had the following transactions with its joint ventures during the years
ended 31 December 2015 and 2014:
|
|
|
|
Russian BD Holdings BV Group
|
|
WorldAce Investments Limited Group
|
|
|
|
|
US$
|
|
US$
|
|
|
|
|
|
|
|
|
Receivable by PetroNeft Group at 1 January 2014
|
|
|
644,531
|
|
-
|
|
Transferred on subsidiary becoming a joint venture (note 4)
|
|
|
-
|
|
81,021,362
|
|
Advanced during the year
|
|
|
3,500,000
|
|
-
|
|
Transactions during the year
|
|
|
330,967
|
|
1,574,116
|
|
Interest accrued in the year
|
|
|
117,120
|
|
1,415,202
|
|
Repaid during the year
|
|
|
(475,000)
|
|
(35,630,575)
|
|
Payments for services made during the year
|
|
|
(206,290)
|
|
(968,140)
|
|
Translation adjustment
|
|
|
(28,750)
|
|
(70,199)
|
|
At 1 January 2015
|
|
|
3,882,578
|
|
47,341,766
|
|
Transactions during the year
|
|
|
183,333
|
|
2,670,250
|
|
Interest accrued in the year
|
|
|
205,189
|
|
2,826,303
|
|
Payment for services made during the year
|
|
|
(29,781)
|
|
(2,483,727)
|
|
Share of joint venture's currency translation adjustment
|
|
|
(836,790)
|
|
(9,516,618)
|
|
Translation adjustment
|
|
|
(14,821)
|
|
45,618
|
|
Balance 31 December 2015
|
|
|
3,389,708
|
|
40,883,592
|
|
|
|
|
|
|
|
|
Balance at 31 December 2014 comprised of:
|
|
|
|
|
|
|
Loan facility advanced
|
|
|
-
|
|
46,398,502
|
|
Trade and other receivables
|
|
|
3,882,578
|
|
996,714
|
|
Trade Payables
|
|
|
-
|
|
(53,450)
|
|
|
|
|
3,882,578
|
|
47,341,766
|
|
Balance at 31 December 2015 comprised of:
|
|
|
|
|
|
|
Loans facility advanced
|
|
|
3,175,674
|
|
39,708,187
|
|
Trade and other receivables
|
|
|
214,034
|
|
1,414,633
|
|
Trade and other payables
|
|
|
-
|
|
(239,228)
|
|
|
|
|
3,389,708
|
|
40,883,592
|
14. Related party disclosures (continued)
Remuneration of key management
Key management comprise the Directors of the Company, the Vice President of Business Development
and Operations, the General Director and the Executive Director of the Russian subsidiary LLC Dolomite, along with both the Chief
Geologist and Chief Engineer of LLC Dolomite. Their remuneration during the year was as follows:
|
Remuneration of key management
|
|
|
|
|
|
|
|
|
|
2015
|
|
2014
|
|
|
|
|
US$
|
|
US$
|
|
|
|
|
|
|
|
|
Compensation of key management
|
|
|
1,715,340
|
|
2,068,014
|
|
Contributions to defined contribution pension plan
|
|
|
89,917
|
|
65,923
|
|
Share-based payment expense
|
|
|
15,401
|
|
39,981
|
|
|
|
|
1,820,658
|
|
2,173,918
|
The total amount of unpaid fees and expenses due to Directors as at 31 December 2015 was
US$143,536 (2014: US$561,348).
Details of transactions between the Group and other related parties are disclosed
below.
Transactions with TBNG Group
Vakha Sobraliev, a Director of PetroNeft until his resignation on 18 September 2015, is the
principal of LLC Tomskburneftegaz ("TBNG"), a company which has drilled production and exploration wells for the Group. Various
contracts for drilling have been awarded to TBNG in recent years. All drilling contracts with TBNG are "turnkey" contracts
whereby TBNG assumes substantially all liabilities in relation to the health and safety, environmental and other risks associated
with drilling operation. As part of this arrangement WorldAce Group companies also occasionally sell sundry goods and services to
TBNG. Other companies related to TBNG also provide some services to the Group such as transportation, power management and
repairs. The following is a summary of the transactions:
|
|
|
|
TBNG Group
|
|
TBNG Group
|
|
|
|
|
From 1 January to 18 September 2015
|
|
2014
|
|
|
|
|
US$
|
|
US$
|
|
Maximum value of new contracts awarded during the period
|
|
|
1,778,324
|
|
4,494,543
|
|
Paid during the period for drilling and related services
|
|
|
5,379,260
|
|
6,869,038
|
|
Paid during the period for other services
|
|
|
2,023
|
|
24,523
|
|
Amount due to TBNG and related companies at period end
|
|
|
-
|
|
351,172
|
|
Received during the period for sundry goods and services
|
|
|
98,789
|
|
37,271
|
|
Amount due from TBNG and related companies at period end
|
|
|
-
|
|
400,970
|
Other PetroNeft Group companies provided various services to TBNG Group during the period from 1
January to 18 September 2015 amounting to US$536 (2014: US$15,917). An amount of US$Nil (2014: US$11,858) was outstanding from
TBNG Group at 18 September 2015.
14. Related party disclosures (continued)
The Group has an indirect 50% interest in Lineynoye which in turn is 100% owned by the jointly
controlled entity Russian BD Holdings B.V. Lineynoye also entered into some transactions with TBNG and related companies as
follows:
|
|
|
|
TBNG Group
|
|
TBNG Group
|
|
|
|
|
From 1 January to 18 September 2015
|
|
2014
|
|
|
|
|
US$
|
|
US$
|
|
Maximum value of new contracts awarded during the period
|
|
|
-
|
|
-
|
|
Paid during the period for drilling and related services
|
|
|
-
|
|
183,874
|
|
Paid during the period for other services
|
|
|
-
|
|
-
|
|
Amount due to TBNG and related companies at period end
|
|
|
-
|
|
-
|
|
Received during the period for sundry goods and services
|
|
|
4,114
|
|
-
|
|
Amount due from TBNG and related companies at period end
|
|
|
-
|
|
4,625
|
15. Important Events after the Balance Sheet Date
On 24 April 2016 David Sanders, Gerard Fagan and Paul Dowling resigned from the Board of the
Company and Maxim Korobov, Anthony Sacca and David Sturt were appointed to the Board in conjunction with an agreement between the
Company and its largest shareholder, Natlata Partners Limited. Mr. Dowling remains as CFO of the Company. The agreement with
Natlata, which is for a period of two years, includes a commitment from Natlata only to support shareholder resolutions that have
been recommended by the Board of the Company.
In March 2016, Oil India agreed to provide 100% funding for the agreed Licence 61 work programme
in 2016 and 2017. A loan of US$10 million was agreed with the joint venture company, WorldAce Investments Limited, to fund the
2016 programme. The loan is unsecured and capital repayments commence in October 2019. Should there be a significant change in
the management of PetroNeft while the loan is outstanding then Oil India may seek early repayment in full. In such circumstances
Petroneft would need to provide its 50% share of the amount outstanding.
16. Approval of financial statements
The financial
statements were approved, and authorised for issue, by the Board of Directors on 22 June 2016.
17. Board approval
This announcement
was approved by the Board of Directors of PetroNeft Resources plc on 22 June 2016.
Glossary
1P
Proved reserves according to SPE standards.
2P
Proved and probable reserves according to SPE standards.
3P
Proved, probable and possible reserves according to SPE standards.
AGM
Annual General Meeting.
AIM
Alternative Investment Market of the London Stock Exchange.
Arawak
Arawak Energy Russia B.V.
bbl
Barrel.
Belgrave
Naftogas
Belgrave Naftogas B.V., a member of the Arawak group of companies
bfpd
Barrels of fluid per day.
boe
Barrel of oil equivalent.
bopd
Barrels of oil per day.
Company
PetroNeft Resources plc.
CPF
Central Processing Facility.
Dolomite
LLC Dolomite, a 100% subsidiary of PetroNeft registered in the Russian Federation
ESM
Enterprise Securities Market of the Irish Stock Exchange.
ESP
Electric Submersible Pump
Exploration resources An
undrilled prospect in an area of known hydrocarbons with unequivocal four-way dip closure at the reservoir horizon.
Granite
Construction LLC Granite Construction, a 100%
subsidiary of PetroNeft registered in the Russian Federation
Group
The Company and its joint ventures and subsidiary undertakings.
HSE
Health, Safety and Environment.
IAS
International Accounting Standard.
IFRIC
IFRS Interpretations Committee.
IFRS
International Financial Reporting Standard.
km
Kilometres.
km2/ sq
km
Square kilometres.
KPI
Key Performance Indicator.
Licence
61
The Exploration and Production Licence in the Tomsk Oblast, Russia owned by the joint venture company WorldAce Investments
Limited. It contains seven known oil fields, Lineynoye, Tungolskoye, West Lineynoye, Arbuzovskoye, Kondrashevskoye,
Sibkrayevskoye and North Varyakhskoye and 27 Prospects and Leads that are currently being explored.
Licence 61
Farmout An agreement
whereby Oil India Limited subscribed for shares in WorldAce, the holding company for Stimul-T, the entity which holds Licence 61
and all related assets and liabilities, and following, PetroNeft and Oil India Limited both hold 50% of the voting shares, and
through the shareholders agreement, both parties have joint control of WorldAce with PetroNeft as operator
Licence
67
The Exploration and Production Licence in the Tomsk Oblast, Russia owned by the joint venture company Russian BD Holdings B.V. It
contains two oil fields, Ledovoye and Cheremshanskoye and several potential prospects.
GLOSSARY (continued)
Lineynoye
Limited Liability Company Lineynoye, a wholly owned subsidiary of Russian BD Holdings B.V., registered in the Russian
Federation.
Macquarie
Macquarie Bank Limited.
m
Metres.
mmbbls
Million barrels.
mmbo
Million barrels of oil.
Natlata
Natlata Partners Limited, a significant shareholder of PetroNeft.
Oil
pay
A formation containing producible hydrocarbons.
P1
Proved reserves according to SPE standards.
P2
Probable reserves according to SPE standards.
P3
Possible reserves according to SPE standards.
PetroNeft
PetroNeft Resources plc.
Russian BD Holdings B.V. Russian BD Holdings B.V., a
company owned 50% by PetroNeft and registered in the Netherlands.
SPE
Society of Petroleum Engineers.
Spud
To commence drilling a well.
Stimul-T
Limited Liability Company Stimul-T, a wholly owned subsidiary of WorldAce, based in the Russian Federation.
TSR
Total Shareholder Return.
VAT
Value Added Tax.
WAEP
Weighted Average Exercise Price.
WorldAce
WorldAce Investments Limited, a company owned 50% by PetroNeft, registered in Cyprus.
WorldAce
Group
WorldAce Investments Limited and its 100% subsidiary LLC Stimul-T
This information is provided by RNS
The company news service from the London Stock Exchange
END
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