TIDMBPC
RNS Number : 1274I
Bahamas Petroleum Company PLC
15 June 2017
15 June 2017
Bahamas Petroleum Company plc
("Bahamas Petroleum" or the "Company")
Final Results for the year ended 31 December 2016
Bahamas Petroleum Company, the oil and gas exploration company
with a significant prospective resource in licences in The
Commonwealth of The Bahamas, is pleased to announce its final
results for the year ended 31 December 2016 ("the Year").
Highlights
-- Total cash on the balance sheet of $1.5m at year end,
supplemented by a post year end placing raising $3.25m
-- The Company's singular focus remains to commence responsible
and safe drilling operations as soon as possible on a potentially
multi-billion-barrel prospect near the world's largest oil market,
infrastructure and services, de-risked to the point of drilling
-- The Company is confident of being able to conclude a farm-out
and has several parties presently engaged in late-stage commercial
negotiations
o Additional cash significantly enhances negotiating position
with third parties
-- Regulatory clarity with new Petroleum Act and associated
regulations promulgated during the year
-- Licence clarity with entry into the second exploration period through to mid 2018
o Licence obligations, including commencement of well, postponed
into 2018
-- New Environmental Authorisation process embarked on with
Ministry as part of process to commence exploration well
o Environmental Impact Assessment previously accepted by
Ministry and Environmental Management Plan substantially
complete
-- Strict focus on cash expenditure with continued
implementation of initiatives to reduce costs
o The Board of the Company have agreed to defer 50% of its fee's
and executives of the Company have agreed to defer 90% of total
remuneration
o Total operating loss decreased by 20%
-- Ongoing engagement with local communities that have an interest in the project
Post Year end:
-- Additional capital raised from placing announced on 14(th)
June 2017 to allow more time to conclude a farm-out and bolster the
Company's negotiation position
-- New government elected to power in Bahamas Government elections
The Annual Report and Financial Statements for the Year Ended 31
December 2016 are now available on the Company's website
www.bpcplc.com and will be posted to shareholders shortly.
Simon Potter, Chief Executive Officer of Bahamas Petroleum
Company, said:
"The Company and Board believes it has a world-class asset.
Published independent analysis from a leading international
petroleum consultant (Wood Mackenzie) identified the Company's
anticipated exploration well as being ranked in the top 10
"Drilling and Future Wells by Prospect Size" (as measured by their
estimate of pre-drill volumes - mmboe).
On the global front, there has been a general improvement in oil
market sentiment, and the Company has noticed a distinct upturn in
the level of interest, and pace of progress, with potential
partners. In The Bahamas there is a new Government in place keen to
grow the economy, the new Petroleum Act and associated Regulations
have been fully enacted, and the Company's licences have been
renewed and the work obligation and timing clarified.
I and the Board continue to be committed to the task in hand.
This is self-evident given our continued undertaking to defer and
commute our salaries and fees to stock, ultimately only to be
remunerated if we are successful in achieving the financing
necessary to commence an exploration well, and our expression of
interest in participating in the recently announced placing once
the close period trading rules allow us to do so.
Farm-in discussions remain ongoing with a number of parties, and
with a recently strengthened balance sheet and negotiating position
the Company remains confident that it will succeed in securing the
required investment for drilling of an initial exploration well, on
acceptable terms and within the required timeframe.
The Board would like to thank all shareholders for their
continued support and perseverance.."
- Ends -
For further information, please contact:
Bahamas Petroleum Company plc Tel: +44 (0)
Simon Potter, Chief Executive 1624 647 882
Officer
Strand Hanson Limited - Nomad Tel: +44 (0)
Rory Murphy / James Spinney 20 7409 3494
Shore Capital Stockbrokers Limited Tel: +44 (0)
- Broker 207 408 4090
Jerry Keen / Toby Gibbs
Canaccord Genuity Limited - Tel: +44 (0)
Broker 207 050 6500
Henry Fitzgerald-O'Connor
CAMARCO Tel: +44 (0)
Billy Clegg / James Crothers 20 3757 4983
Notes to editors:
Bahamas Petroleum Company is an oil and gas exploration company
with 100% owned offshore licences exclusively focused on the
Commonwealth of The Bahamas. The Company has significant
prospective resources, which have been de-risked through both
extensive 2D and 3D seismic. The four Southern Licences, with a
newly agreed well obligation date of April 2017, run until 2Q 2018
when the licences may be renewed a further two times. The Company
is intent on delivering safe and environmentally responsible
exploration.
www.bpcplc.com
This announcement contains inside information for the purposes
of Article 7 of EU Regulation 596/2014.
CHAIRMAN'S REPORT
Corporate Activities
Dear Shareholder,
Since my last report, there have been a number of developments
relating to the Company's project that I would wish to briefly draw
to shareholders' attention.
As I reported last year, the Company's Southern Licences were
formally renewed by the Bahamian Government in June 2015 for a
further three year period, in anticipation of the imminent passage
of the long-awaited modernised and strengthened new Petroleum Act
and associated Regulations. However, it then took a further 13
months until July 2016 for the Bahamian Ministry of Environment and
Housing to finally sign into force the updated Petroleum
Regulations. The full enactment of the new Petroleum Act and
associated Regulations process thus ultimately took nearly four
years, during which time the regulatory landscape for the industry
going forward could not be clearly portrayed to potential
investors, thus providing a considerable overhang to any
discussions.
Recognising this considerable additional interregnum, in March
2017, the Government of The Bahamas granted a further 12 month
extension to the licences and all obligations therein. The
Company's well obligation is thus deferred, to commence the first
exploration well during 2018.
In the same period of time (that is, while the Government was
considering the final form of the new petroleum legislation and
associated regulation) the price of crude oil fell sharply, and
general oil industry sentiment weakened considerably. Of specific
impact to the Company, industry capacity for frontier exploration
investment risk (both above ground and below ground) contracted,
and access to investment capital dried up. Notwithstanding this
period of significant industry disruption, discussions with
potential investors, as previously reported, continued
uninterrupted, and are ongoing at the time of writing of this
report, indeed, BPC is confident of being able to conclude a
farm-out and several parties are presently engaged in late-stage
commercial negotiations. This continuing interest reflects, we
believe, the high technical quality, global scale and advantaged
location of the Company's assets. However, the factors mentioned
above have meant we have been unable as yet to progress those
discussions to a finally concluded farm-out. It is no doubt
disappointing to shareholders that these discussions have not yet
produced a result, as it is to the Board.
Pending a successful outcome to the farm-out process, a number
of further cost saving measures were implemented over the past
year, such that the Company is now leaner than ever. As part of
that the Board of the Company agreed to defer 50% of its fees, and
the executive of the Company agreed to defer 90% of total
remuneration, until such time as a farm-in or other financing
sufficient for an initial exploration well is secured. In June 2017
the Board also took the decision to supplement the Company's
available funds via a placing to raise approximately $3.25m. These
funds will bolster the Company's balance sheet, as well as
strengthen the negotiating position with potential partners. The
Board and I are interested in participating in the placing and will
advise on any such decision once permitted to do so by the close
period trading rules.
More recently, the industry outlook has become more positive. We
have started to see a stabilization of global oil prices. The
implementation of production restrictions by OPEC and Russia, along
with modest economic growth driving a steady increase in demand,
appears to have rebased the oil price around the $50 per barrel
mark. That said, oil services companies continue to operate at low
rates of asset utilisation, with record levels of rigs globally
remaining stacked, and global exploration activity remains
considerably curtailed.
In The Bahamas, a general election in May 2017 resulted in a
change in government. The Board and I look forward to working with
the new government in furthering our project, which we believe
presents so much potential for the nation of The Bahamas as a
whole.
In summary, despite the frustratingly slow progress in the core
task of securing a farm-in partner, BPC's project continues to be
of interest to oil majors and large independents alike. Given the
sheer scale of the project's potential prize, coupled with
technical ease of well execution and proximity to the world's
largest hydrocarbon market, and now with the benefit of our
licences extended, new legislation in place, and generally
improving industry sentiment, we remain confident that we will
eventually succeed in our objective, and I look forward to being
able to report back to shareholders with more positive news in the
coming year.
Yours sincerely,
Bill Schrader
Chairman
14 June 2017
CHIEF EXECUTIVE OFFICER'S REPORT
For the past 18 months, the Company's primary activity has been
undertaking extensive efforts to secure the investment necessary to
drill an initial exploration well on the company licences.
It is the Company's strategy to secure such investment via a
"farm-in", whereby another entity (ideally, but not necessarily a
major international oil and gas company) will acquire an interest
in all or some of the licences, and in exchange will pay for all or
a substantial part of the cost of drilling, whilst also reimbursing
the Company some of the past costs incurred on those licences. This
is a fairly typical structure for financing in the oil and gas
industry.
Over the past 18 months, a considerable number of suitable
partners have engaged with the Company on the farm-in process,
including undertaking technical and commercial due diligence and
entering into negotiations. On this basis, the Company had expected
to have secured an acceptable farm-in with a suitable partner by
this stage.
However, the process of securing a farm-in partner has been
hampered by a number of factors, often referred to as "above
ground" issues, and has thus taken much longer than anticipated.
These "above ground" factors have included the substantial
reduction in the oil price during 2016, which resulted in a freeze
on consideration of new business opportunities in many large oil
companies, particularly for opportunities perceived as "frontier"
exploration. Additional delays were presented by the substantial
time that it took to secure renewal of the Company's licences, and
the time it took for The Government of The Bahamas to fully enact
the new Bahamian Petroleum Act and attendant Petroleum Regulations
- these were only fully enacted in July 2016 - the governing
legislative regime and its implementation being a key consideration
for potential investors. Most recently The Bahamas has entered its
latest election cycle with a significant regime change and an
entirely new administration.
The fact remains that despite the best efforts of the Company
and its executive, the process of securing a farm-in partner has
not yet concluded, which is no doubt disappointing to
shareholders.
That said, discussions remain ongoing with a number of parties,
with several having completed extensive technical evaluations and
presently engaged in late stage commercial negotiations. The
Company expects these discussions to be assisted by the early signs
of a recovery in industry risk appetite, coming on the back of a
stabilisation of global oil prices, which is seeing operators
re-engaging with exploration opportunities.
Throughout the past 18 month period, at the same time as doing
everything possible to progress the farm-in, the Company has also
sought to maintain the integrity of its licences, reduce
expenditures, and sustain the business pending a successful
farm-in.
Specifically, in this regard, the Company secured an agreed 12
month extension with The Government of The Bahamas to its key
licence obligation, such that the Company only need commence
activity in respect of an initial exploration well by April 2018.
Also of note, the Board of the Company agreed to defer 50% of its
fees, and the executive of the Company agreed to defer 90% of total
remuneration, until such time as a farm-in or other financing
sufficient for an initial exploration well is secured. These
deferrals have both maintained cash and better aligned the
interests of Board and management with shareholders.
Notwithstanding the measures taken on 14 June 2017, the Company
announced it had undertaken a placement of new shares to raise a
total of approximately $3.25m. A part of this placement remains
conditional on shareholder approval, for which an Extraordinary
General Meeting of Shareholders will be held on 14 July 2017.
With the funds received from this placement, the Company's
funding will allow additional time to complete the farm-in process
on the best terms possible. Indeed, a stronger balance sheet makes
for an improved negotiating position, as we are able to demonstrate
the ability to maintain discussions with multiple parties for an
extended period, should that prove necessary.
The majority of the funds raised via the placing - approx. 70%,
- will go towards the various costs of holding the Company and its
licences in good order pending a successful farm-in. This includes
licence payments, in country operations, local professional staff
and other essential expenses. It is worth noting that less than 8%
of the funds raised is allocated to Executive and Board
remuneration, with the Board and myself continuing to defer and
commute the bulk of our compensation until, and only until, a
successful farm-in or other financing sufficient for the drilling
of an initial well is concluded.
Financial Review
The Company's total operating loss for the period was $3.8
million, down 20% on the prior year and 10% on the 6 month period
to June 2016 when compared on an annualised basis. These results
reflect the efforts to constrain costs over the last few years to
those only strictly necessary. The operating loss also includes
$0.9m in "IFRS 2" charges relating to deferrals of directors fees,
charges which are non-cash but are required to reflect the value of
deferrals under the accounting standard.
Broadly speaking then, the total loss for the year is made up of
approximately 15% executive and Board compensation (on a cash
basis, this item projected to fall to below 10% for 2017 as a
whole), 25% in country operations costs, 25% non-cash items and 35%
corporate and business running costs. 'Running' costs relate to
those primary capital market facing activities to maintain the
Company (AIM/corporate related, audit, Isle of Man office),
expenditure pertaining to managing the farmout process or
transactional costs (travel, accommodation, legal and advisors) and
other business sustaining costs (IT, communications, insurances
etc).
Outlook
Going forward, the Company and Board believes it has a
world-class asset. Published independent analysis from a leading
international petroleum consultant (Wood Mackenzie) identified the
Company's anticipated exploration well as being ranked in the top
10 "Drilling and Future Wells by Prospect Size" (as measured by
their estimate of pre-drill volumes - mmboe).
On the global front, there has been a general improvement in oil
market sentiment, and the Company has noticed a distinct upturn in
the level of interest, and pace of progress, with potential
partners. In The Bahamas there is a new Government in place keen to
grow the economy, the new Petroleum Act and associated Regulations
have been fully enacted, and the Company's licences have been
renewed and the work obligation and timing clarified.
I and the Board continue to be committed to the task in hand.
This is self-evident given our continued undertaking to defer and
commute our salaries and fees to stock, ultimately only to be
remunerated if we are successful in achieving the drilling of an
exploration well, and our expressed interest in participating
personally in the announced placing once permitted to do so by
close period trading rules.
Farm-in discussions remain ongoing with a number of parties, and
with a recently strengthened balance sheet the Company remains
confident that it will succeed in securing the required investment
for drilling of an initial exploration well, on acceptable terms
and within the required timeframe.
The Board would like to thank all shareholders for their
continued support and perseverance.
Yours sincerely,
Simon Potter
Chief Executive Officer
14 June 2017
Consolidated statement of comprehensive income for the year
ended 31 December 2016
Note
2016 2015
Group Group
$ $
Continuing operations
Employee benefit expense 7 (2,214,490) (2,127,143)
Depreciation expense 12 (31,722) (48,896)
Other expenses 8 (1,632,405) (2,669,100)
Operating loss (3,878,617) (4,845,139)
Other income 48,122 57,000
Finance income 6 3,835 13,694
Loss before tax (3,826,660) (4,774,445)
Taxation 9 - -
Loss for the year (3,826,660) (4,774,445)
Total comprehensive
loss for the year (3,826,660) (4,774,445)
Loss per share for loss
attributable to owners
of the Company:
Basic and diluted loss
per share (expressed
in cents
per share) 10 (0.31) (0.39)
Consolidated balance sheet as at 31 December 2016
Note 2016 2015
Group Group
$ $
ASSETS
Non-current assets
Intangible exploration
and evaluation assets 13 48,052,657 47,859,256
Property, plant and
equipment 12 44,545 63,732
Restricted cash 11 36,972 544,529
Total non-current assets 48,134,174 48,467,517
Current assets
Other receivables 15 675,624 685,172
Restricted Cash 11 500,000 -
Cash and cash equivalents 14 970,021 5,048,800
Total assets 50,279,819 54,201,489
LIABILITIES
Current liabilities
Trade and other payables 16 618,460 1,283,881
Total liabilities 618,460 1,283,881
EQUITY
Share capital 17 37,253 37,253
Share premium reserve 17 78,185,102 78,185,102
Merger reserve 17 77,130,684 77,130,684
Reverse acquisition
reserve 17 (53,846,526) (53,846,526)
Share based payment
reserve 18 2,694,171 2,123,760
Retained earnings (54,539,325) (50,712,665)
Total equity 49,661,359 52,917,608
Total equity and liabilities 50,279,819 54,201,489
Consolidated statement of changes in equity for the year ended
31 December 2016
Share
Share Reverse based
Share premium Merger acquisition payment Retained Total
capital reserve reserve reserve reserve earnings equity
Note $ $ $ $ $ $ $
Balance
at 1 January
2015 37,253 78,185,102 77,130,684 (53,846,526) 1,850,473 (45,938,220) 57,418,766
Comprehensive
income
Total
comprehensive
loss for
the year - - - - - (4,774,445) (4,774,445)
Total
Comprehensive
expense - - - - - (4,774,445) (4,774,445)
Transactions
with owners
Share
options
- value
of services 18 - - - - 273,287 - 273,287
Total
transactions
with owners - - - - 273,287 - 273,287
--------- ------------- ------------- --------------- ------------ --------------- --------------
Balance
at 31
December
2015 37,253 78,185,102 77,130,684 (53,846,526) 2,123,760 (50,712,665) 52,917,608
--------- ------------- ------------- --------------- ------------ --------------- --------------
Balance
at 1 January
2016 37,253 78,185,102 77,130,684 (53,846,526) 2,123,760 (50,712,665) 52,917,608
Comprehensive
income
Total
comprehensive
loss for
the year - - - - - (3,826,660) (3,826,660)
--------- ------------- ------------- --------------- ------------ --------------- --------------
Total
Comprehensive
expense - - - - - (3,826,660) (3,826,660)
Transactions
with owners
Share
options
- value
of services 18 - - - - 570,411 - 570,411
Total
transactions
with owners - - - - 570,411 - 570,411
--------- ------------- ------------- --------------- ------------ --------------- --------------
Balance
at 31
December
2016 37,253 78,185,102 77,130,684 (53,846,526) 2,694,171 (54,539,325) 49,661,359
--------- ------------- ------------- --------------- ------------ --------------- --------------
Consolidated statement of cash flows for the year ended 31
December 2016
Note
2016 2015
Group Group
$ $
Cash flows from operating
activities
Cash used in operations 19 (3,100,458) (4,198,241)
Net cash used in operating
activities (3,100,458) (4,198,241)
Cash flows from investing
activities
Purchase of property, plant
and equipment 12 (12,535) (5,226)
Proceeds from disposal
of property, plant and
equipment - 5,500
Payments for exploration
and evaluation assets 13 (963,401) (310,328)
(Increase) in restricted
cash 11 (16) (500,000)
Other income received 48,122 57,000
Interest received 6 3,835 13,694
Net cash used in investing
activities (923,995) (739,360)
Net decrease in cash and
cash equivalents (4,024,453) (4,937,601)
Cash and cash equivalents
at the beginning of the
year 14 5,048,800 10,032,127
Effects of exchange rate
changes on cash and cash
equivalents (54,326) (45,726)
Cash and cash equivalents
at the end of the year 14 970,021 5,048,800
1 General information
Bahamas Petroleum Company plc ("the Company") and its
subsidiaries (together "the Group") is the holder of several oil
& gas exploration licences issued by the Government of the
Commonwealth of The Bahamas.
The Company is a limited liability company incorporated in the
Isle of Man. The address of its registered office is IOMA House,
Hope Street, Douglas, Isle of Man. The Company's review of
operations and principal activities is set out in the Directors'
Report.
Following simplification of the Group structure in previous
years to remove legacy holding companies in the Falklands and
Jersey, the Company has four directly and eleven indirectly 100%
owned subsidiaries as follows:
Name Country of Holding
Incorporation
BPC (A) Limited Isle of Man 100% Direct
BPC (B) Limited Isle of Man 100% Direct
BPC (C) Limited Isle of Man 100% Direct
BPC (D) Limited Isle of Man 100% Direct
BPC Limited Bahamas 100% Indirect
BPC (A) Limited Bahamas 100% Indirect
BPC (B) Limited Bahamas 100% Indirect
BPC (C) Limited Bahamas 100% Indirect
BPC (D) Limited Bahamas 100% Indirect
Bahamas Offshore Petroleum Bahamas 100% Indirect
Ltd
Island Offshore Petroleum Bahamas 100% Indirect
Ltd
Sargasso Petroleum Ltd Bahamas 100% Indirect
Privateer Petroleum Ltd Bahamas 100% Indirect
Columbus Oil & Gas Limited Bahamas 100% Indirect
Island Petroleum Limited Bahamas 100% Indirect
2 Summary of significant accounting policies
The principal accounting policies applied in the preparation of
these consolidated Financial Statements are set out below. These
policies have been consistently applied to all the periods
presented, unless otherwise stated.
2.1 Basis of preparation
The consolidated Financial Statements of Bahamas Petroleum
Company plc (the "Financial Statements") reflect the results and
financial position of the Group for the year ended 31 December
2016, have been prepared in accordance with International Financial
Reporting Standards ("IFRS") and IFRIC (International Financial
Reporting Interpretations Committee) interpretations as adopted by
the European Union ("EU"). These Financial Statements have been
prepared under the historical cost convention and the requirements
of the Isle of Man Companies Acts 1931 to 2004.
The preparation of Financial Statements in conformity with IFRS
requires the use of certain critical accounting estimates. It also
requires management to exercise its judgment in the process of
applying the Group's accounting policies. The areas involving a
higher degree of judgment or complexity, or areas where assumptions
and estimates are significant to the Financial Statements are
disclosed in note 4.
Going concern
The Directors have, at the time of approving these Financial
Statements, determined that the Group has more than adequate
financial reserves and therefore these Financial Statements have
been prepared on a going concern basis, which assumes that the
Group will be able to meet its liabilities as and when they fall
due. See note 4 for further information.
Adoption of new and revised Standards
a) New standards, amendments and interpretations adopted
No new standards, amendments or interpretations, effective for
the first time for the financial year beginning on or after 1
January 2016 have had a material impact on the Group or
Company.
b) New standards, amendments and interpretations not yet adopted
A number of new standards and amendments to standards and
interpretations are effective for annual periods beginning after 1
January 2016, and have not been applied in preparing these
financial statements. None of these is expected to have a
significant effect on the financial statements of the Group or
Company, except the following, set out below:
IFRS 9, 'Financial instruments', addresses the classification,
measurement and recognition of financial assets and financial
liabilities. It replaces the guidance in IAS 39 that relates to the
classification and measurement of financial instruments. IFRS 9
retains but simplifies the mixed measurement model and establishes
three primary measurement categories for financial assets:
amortised cost, fair value through other comprehensive income and
fair value through profit or loss. The basis of classification
depends on the entity's business model and the contractual cash
flow characteristics of the financial asset. There is now a new
expected credit losses model that replaces the incurred loss
impairment model used in IAS 39. For financial liabilities there
were no changes to classification and measurement except for the
recognition of changes in own credit risk in other comprehensive
income, for liabilities designated at fair value through profit or
loss. The standard is effective for accounting periods beginning on
or after 1 January 2018. Early adoption is permitted. The impact of
IFRS 9 is being assessed by management.
IFRS 16, 'Leases' addresses the definition of a lease,
recognition and measurement of leases and establishes principles
for reporting useful information to users of financial statements
about the leasing activities of both lessees and lessors. A key
change arising from IFRS 16 is that most operating leases will be
accounted for on balance sheet for lessees. The standard replaces
IAS 17 'Leases', and related interpretations. The standard is
effective for annual periods beginning on or after 1 January 2019
and earlier application is permitted, subject to EU endorsement and
the entity adopting IFRS 15 'Revenue from contracts with customers'
at the same time. The full impact of IFRS 16 has not yet been
assessed.
2.2 Basis of consolidation
The consolidated Financial Statements incorporate the financial
statements of the Company and entities controlled by the Company
(its subsidiaries) made up to 31 December each year. Control is
achieved where the Company is exposed to, or has rights to,
variable returns from its involvement with the entity and has the
ability to affect those returns through its power over the
entity.
The results of subsidiaries acquired or disposed of during the
year are included in the consolidated statement of comprehensive
income from the effective date of acquisition or up to the
effective date of disposal, as appropriate.
Where necessary, adjustments are made to the Financial
Statements of subsidiaries to bring the accounting policies used in
line with those used by the Group.
All intra-group transactions, balances, income and expenses
(including unrealised gains and losses on transactions
between group companies) are eliminated on consolidation.
Changes in the Group's interest in a subsidiary that do not
result in a loss of control are accounted for as equity
transactions - that is, as transactions with owners in their
capacity as owners. Any difference between the amount by which the
non-controlling interests are adjusted and the fair value of the
consideration paid or received is recognised directly in equity and
attributed to the Group.
The Financial Statements consolidate the results, cash flows and
assets and liabilities of the Company and its wholly owned
subsidiary undertakings.
2.3 Operating segments
All of the Group's business activities relate to oil & gas
exploration activities in the Commonwealth of The Bahamas. The
business is managed as one business segment by the chief operating
decision maker ("the CODM"), who has been identified as the Chief
Executive Officer ("the CEO"). The CODM receives reports at a
consolidated level and uses those reports to assess business
performance. It is not possible to assess performance properly
using the financial information collected at the subsidiary
level.
2.4 Foreign currency translation
(i) Functional and presentation currency
Items included in the Financial Statements of each of the
Group's entities are measured using the currency of the primary
economic environment in which the entity operates ("the functional
currency"). The consolidated Financial Statements and company
Financial Statements are presented in United States Dollars, which
is the functional currency of the Company and all of the Group's
entities, and the Group's and Company's presentation currency.
(ii) Transactions and balances
Foreign currency transactions are translated into the functional
currency using the exchange rates prevailing at the dates of the
transactions. Monetary assets and liabilities denoted in foreign
currency are translated into the functional currency at exchange
rates ruling at the year end. Foreign exchange gains and losses
resulting from the settlement of transactions and from the
translation at year end exchange rates of monetary assets and
liabilities denominated in foreign currencies are recognised in the
statement of comprehensive income.
2.5 Property, plant and equipment
Property, plant and equipment is stated at historical cost less
depreciation. Historical cost includes expenditure that is directly
attributable to the acquisition of the items.
Subsequent costs are included in the asset's carrying amount or
recognised as a separate asset, as appropriate, only when it is
probable that future economic benefits associated with the item
will flow to the Group and the cost of the item can be measured
reliably. All other repairs and maintenance are charged to the
statement of comprehensive income during the reporting period in
which they are incurred.
Depreciation on assets is calculated using the straight--line
method to allocate their cost, net of their residual values, over
their estimated useful economic lives, as follows:
- Computer equipment 3 years
4 years
* Furniture, fittings and equipment
5 years
* Motor vehicles
Over the life of the lease
* Leasehold improvements
The assets' residual values and useful lives are reviewed, and
adjusted if appropriate, at each balance sheet date.
An asset's carrying amount is written down immediately to its
recoverable amount if the asset's carrying amount is greater than
its estimated recoverable amount with any impairment charge being
taken to the statement of comprehensive income.
Gains and losses on disposals are determined by comparing
proceeds with carrying amount and are recognised in the statement
of comprehensive income.
2.6 Intangible assets - exploration and evaluation assets
Exploration and evaluation expenditure incurred which relates to
more than one area of interest is allocated across the various
areas of interest to which it relates on a proportionate basis.
Exploration and evaluation expenditure incurred by or on behalf of
the Group is accumulated separately for each area of interest. The
area of interest adopted by the Group is defined as a petroleum
title.
Expenditure in the area of interest comprises direct costs and
an appropriate portion of related overhead expenditure, but does
not include general overheads or administrative expenditure not
linked to a particular area of interest.
As permitted under IFRS 6, exploration and evaluation
expenditure for each area of interest, other than that acquired
from the purchase of another entity, is carried forward as an asset
at cost provided that one of the following conditions is met:
-- the costs are expected to be recouped through successful
development and exploitation of the area of interest, or
alternatively by its sale; or
-- exploration and/or evaluation activities in the area of
interest have not, at the reporting date, reached a stage which
permits a reasonable assessment of the existence or otherwise of
economically recoverable reserves, and active and significant
operations in, or in relation to, the area of interest are
continuing.
Exploration and evaluation expenditure which fails to meet at
least one of the conditions outlined above is taken to the
statement of comprehensive income.
Expenditure is not capitalised in respect of any area of
interest unless the Group's right of tenure to that area of
interest is current.
Intangible exploration and evaluation assets in relation to each
area of interest are not amortised until the existence (or
otherwise) of commercial reserves in the area of interest has been
determined.
2.7 Impairment
In accordance with IFRS 6, exploration and evaluation assets are
reviewed for impairment whenever events or changes in circumstances
indicate that the carrying amount may not be recoverable. An
impairment loss is recognised for the amount by which the asset's
carrying value exceeds its recoverable amount. The recoverable
amount is the higher of an asset's fair value less costs to sell
and value in use. For the purposes of assessing impairment, assets
are grouped at the lowest levels for which there are separately
identifiable cash inflows which are largely independent of the cash
inflows from other assets or groups of assets (cash-generating
units).
2.8 Financial instruments
The Group classifies its financial assets in the following
categories: at fair value through profit or loss, loans and
receivables and available for sale. The classification depends on
the purpose for which the financial assets were acquired. The
classification of financial assets is determined at initial
recognition.
At 31 December 2016 and 2015 the Group did not have any
financial assets held at fair value through profit or loss or
classified as available for sale. Loans and receivables are
non-derivative financial assets with fixed or determinable payments
that are not quoted in any active market. They are included in
current assets, except for those with maturities greater than 12
months after the balance sheet date which are classified as
non--current assets. Loans and receivables are stated initially at
their fair value and subsequently at amortised cost using the
effective interest rate method. The Group's loans and receivables
consist of 'cash and cash equivalents' at variable interest rates,
'restricted cash' and 'other receivables' excluding
'prepayments'.
The Group assesses at the end of each reporting period whether
there is objective evidence that a financial asset or group of
financial assets is impaired. A financial asset or a group of
financial assets is impaired and impairment losses are incurred
only if there is objective evidence of impairment as a result of
one or more events that occurred after the initial recognition of
the asset (a 'loss event') and that loss event or events has an
impact on the estimated future cash flows of the financial asset or
group of financial assets that can be reliably estimated.
The Group classifies its financial liabilities in the following
categories: at fair value through profit or loss and other
liabilities. As at 31 December 2016 and 2015 the Group did not have
any financial liabilities at fair value through profit or loss.
Other liabilities are recognised initially at fair value and are
subsequently measured at amortised cost using the effective
interest method. Other liabilities consist of 'trade and other
payables'. These amounts represent liabilities for goods and
services provided to the Group prior to the end of financial period
which are unpaid. The amounts are unsecured and are usually paid
within 30 days of recognition.
2.9 Cash and cash equivalents
Cash and cash equivalents includes cash on hand and deposits
held at call with financial institutions with original maturities
of three months or less. For the purposes of the cash flow
statement, restricted cash is not included within cash and cash
equivalents.
2.10 Share capital
Ordinary shares are classified as equity. Incremental costs
directly attributable to the issue of new shares or options are
deducted, net of tax, from the proceeds. Net proceeds are disclosed
in the statement of changes in equity.
2.11 Employee benefits
(i) Wages and salaries, annual leave and sick leave
Liabilities for wages and salaries, including non--monetary
benefits, expected to be settled within 12 months of the
reporting date are recognised in other payables in respect of
employees' services up to the reporting date and are measured at
the amounts expected to be paid when the liabilities are
settled.
(ii) Share based payments
Where equity settled share options are awarded to employees or
Directors, the fair value of the options at the date of grant is
charged to the statement of comprehensive income over the vesting
period. Non-market vesting conditions are taken into account by
adjusting the number of equity instruments expected to vest at each
balance sheet date so that, ultimately, the cumulative amount
recognised over the vesting period is based on the number of
options that eventually vest. Market vesting conditions are
factored into the fair value of the options granted. As long as all
other vesting conditions are satisfied, a charge is made
irrespective of whether the market vesting conditions are
satisfied. The cumulative expense is not adjusted for failure to
achieve a market vesting condition.
Where equity instruments are granted to persons other than
employees or Directors, the statement of comprehensive income is
charged with the fair value of goods and services received.
(iii) Bonuses
The Group recognises a liability and an expense for bonuses.
Bonuses are approved by the Board and a number of factors are taken
into consideration when determining the amount of any bonus
payable, including the recipient's existing salary, length of
service and merit. The Group recognises a provision where
contractually obliged or where there is a past practice that has
created a constructive obligation.
(iv) Pension obligations
For defined contribution plans, the Group pays contributions to
privately administered pension plans. The Group has no further
payment obligations once the contributions have been paid. The
contributions are recognised as an employee benefit expense when
they are due.
(v) Termination benefits
Termination benefits are payable when employment is terminated
by the Group before the normal retirement date, or whenever an
employee accepts voluntary redundancy in exchange for these
benefits. The Group recognises termination benefits when it is
demonstrably committed to a termination and when the entity has a
detailed formal plan to terminate the employment of current
employees without possibility of withdrawal. Benefits falling due
more than 12 months after the end of the reporting period are
discounted to their present value.
2.12 Interest Income
Interest income is recognised on a time proportion basis using
the effective interest method.
2.13 Leases
Leases in which a significant portion of the risks and rewards
of ownership are not transferred to the Group as lessee are
classified as operating leases. Payments made under operating
leases (net of any incentives received from the lessor) are charged
to the statement of comprehensive income on a straight--line basis
over the period of the lease.
3 Financial risk management in respect of financial instruments
3.1 Financial risk factors
The Group's activities expose it to a variety of financial
risks: liquidity, market and credit risk. The Group's overall risk
management programme focuses on minimising potential adverse
effects on the financial performance of the Group.
Risk management is carried out by the CEO under policies
approved by the Board of Directors. The CEO identifies, evaluates
and addresses financial risks in close co--operation with the
Group's management. The Board provides written principles for
overall risk management, as well as written policies covering
specific areas, such as mitigating foreign exchange risk, interest
rate risk, credit risk and investing excess liquidity.
(i) Liquidity risk
The Group monitors its rolling cashflow forecasts and liquidity
requirements to ensure it has sufficient cash to meet its
operational needs. Surplus cash is invested in interest bearing
current accounts and money market deposits.
No profit to date
The Group has incurred losses since its inception and it is
therefore not possible to evaluate its prospects based on past
performance. Since the Group intends to continue investing in the
exploration licences it currently holds an interest in, the
Directors anticipate making further losses. There can be no
certainty that the Group will achieve or sustain profitability or
achieve or sustain positive cash flows from its activities.
Future funding requirements
The Group intends to raise funding through the placing of
ordinary shares and farm-outs of its licences. There is no
certainty that the Company will be able to raise funding on the
equity markets or that the raising of sufficient funds through
future farm outs will be possible at all or achievable on
acceptable terms. This could substantially dilute the Group's
interest in the licences, however, given the size of the Group's
existing holding it would be expected, although there is no
guarantee, that the Group will retain a significant equity interest
in the licences.
Financial liabilities
The Group's financial liabilities comprise entirely its trade
and other payables which all fall due within 1 year. The Group's
payment policy is to settle amounts in accordance with agreed terms
which is typically 30 days.
(ii) Market risk
Foreign exchange risk
The Group operates internationally and therefore is exposed to
foreign exchange risk arising from currency exposures, primarily
with regard to UK Sterling. The exposure to foreign exchange risk
is managed by ensuring that the majority of the Group's assets,
liabilities and expenditures are held or incurred in US Dollars,
the functional currency of all entities in the Group. At 31
December 2016 the Group held $195,404 of cash in UK Sterling (31
December 2015: $352,807) and had an immaterial amount of trade and
other payables denominated in UK Sterling.
At 31 December 2016, if the US Dollar currency had
weakened/strengthened by 10% against UK Sterling with all other
variables held constant, post-tax losses for the year and total
equity would have been reduced/increased by approximately $20,000
(31 December 2015: reduced/increased by $35,000), mainly as a
result of foreign exchange gains/losses on translation of UK
Sterling denominated bank balances.
The Group also has operations denominated in the Bahamian
dollar. As the Bahamian dollar is pegged to the US dollar on a one
for one basis these operations do not give rise to any currency
exchange exposures.
Interest rate risk
The Group's exposure to interest rate risk relates to the
Group's cash deposits which are linked to short term deposit rates
and therefore affected by changes in bank base rates. At 31
December 2016 and 2015 short term deposit rates were in the range
of 0% to 1% and therefore the interest rate risk is not considered
significant to the Group. An increase in interest rate of 0.25% in
the year would have had an immaterial effect of the Group's loss
for the year.
(iii) Credit risk
Credit risk is managed on a Group basis. Credit risk arises from
cash and cash equivalents and restricted cash. For banks and
financial institutions, only independently rated parties with a
minimum rating of 'A' are accepted. In order to mitigate credit
risk arising from cash balances the Group holds cash reserves with
more than one counterparty.
3.2 Capital risk management
Capital is defined by the Group as all equity reserves,
including share capital and share premium. The Group's objectives
when managing capital are to safeguard the Group's ability to
continue as a going concern in order to provide returns for
shareholders and benefits for other stakeholders and to maintain an
optimal capital structure to support the Group's business
operations and maximise shareholder value. The Group is not subject
to any externally imposed capital requirements.
4 Critical accounting estimates and assumptions
The Group makes estimates and assumptions concerning the future.
The resulting accounting estimates will, by definition, seldom
equal the related actual results. The estimates and assumptions
that have a significant risk of causing a material adjustment to
the carrying amounts of assets and liabilities within the next
financial year are discussed below.
(a) Going concern
These Financial Statements have been prepared on a going concern
basis, which assumes that the Group will continue in operation for
the foreseeable future.
The Directors are of the opinion that, following the recently
announced placing of new shares in the Company, the Group has
adequate financial resources following the initial firm placement
to meet its working capital needs for at least the next 12 months
based on cash flow forecasts and management's ability to take
action to reduce costs in the event that the conditional placement
does not receive shareholder approval.
The Group's ability to meet its obligations beyond 2018 is
dependent on the level of exploration and appraisal activities
undertaken. The next step in the Group's asset development
programme requires the drilling of an exploration well on its
prospects. The ability of the Group to discharge this obligation is
contingent on the successful completion of a farm in arrangement or
equity raise.
(b) Carrying value of exploration expenditure
Expenditure of $48,052,657 relating to the cost of exploration
licences, geological and geophysical consultancy and seismic data
acquisition and interpretation has been capitalised as at 31
December 2016 (2015: $47,859,256).
Ultimate recoupment of exploration and evaluation assets
capitalised is dependent on successful development and commercial
exploitation, or alternatively, sale of the respective licence
areas. The carrying value of the Group's exploration and evaluation
expenditure is reviewed at each balance sheet date and, if there is
any indication that it is impaired, its recoverable amount is
estimated. Estimates of impairment are limited to an assessment by
the Directors of any events or changes in circumstances that would
indicate that the carrying value of the asset may not be fully
recoverable. Any impairment loss arising is charged to the
statement of comprehensive income.
On 21 March 2017 the Government of The Bahamas extended the
Group's four southern exploration licences in Bahamian waters and
all their attendant obligations for a period of 12 months in
recognition of delays imposed on the project by the time taken for
new regulations to guide and govern industry operations to be
legally implemented. As a consequence the licence now requires the
Group to commence an exploration well within the licence area by
April 2018.
Renewal of the Miami licence remains under review as at the
balance sheet date.
5 Segment information
The Company is incorporated in the Isle of Man. The total of
non-current assets other than financial instruments located in the
Isle of Man as at 31 December 2016 is $7,110 (31 December 2015:
$3,854), and the total of such non-current assets located in The
Bahamas is $48,090,092 (31 December 2015: $47,919,135).
6 Finance income
2016 2015
Group Group
$ $
Finance income - interest
income on short-term bank
deposits 3,835 13,694
7 Employee benefit expense
2016 2015
Group Group
$ $
Directors and employees salaries
and fees 1,226,012 1,518,494
Social security costs 59,319 72,116
Pension costs - defined contribution 140,573 139,181
Share based payments (see
note 18) 570,411 273,287
Other staff costs 218,175 124,065
2,214,490 2,127,143
Effective 1 October 2014, the Directors agreed to forgo 20% of
their remuneration which becomes repayable in shares only once the
Company's farmout transaction is successfully completed
Effective 1 April 2016, the Directors agreed to increase the
above fee deferral to 50% of their remuneration which becomes
repayable in shares only once the Company's farmout transaction is
successfully completed. In the case of Mr Potter, CEO, this
deferral is 90% of salary and is to be repaid in equal proportions
of shares and cash on conclusion of a farmout transaction. See note
18 for further details.
8 Other expenses
2016 2015
Group Group
$ $
Travel and accommodation 193,053 334,557
Operating lease
payments 250,084 349,090
Legal and professional 844,094 1,499,671
Net foreign exchange
loss 39,046 28,912
Gain on disposal
of fixed assets - (297)
Other 250,139 403,411
Fees payable to
the Company's auditor
for the audit of
the parent company
and consolidated
Financial Statements 45,582 49,216
Fees payable to
the Company's
auditor for other
services:
* Tax advisory services 10,407 4,540
Total auditor
remuneration 55,989 53,756
Total other expenses 1,632,405 2,669,100
9 Taxation
The Company is incorporated and resident in the Isle of Man and
subject to Isle of Man income tax at a rate of zero per cent.
All other group companies are within the tax free jurisdiction
of the Commonwealth of The Bahamas. Under current Bahamian law, the
Bahamian group companies are not required to pay taxes in The
Bahamas on income or capital gains.
10 Basic and diluted loss per share
(a) Basic
Basic loss per share is calculated by dividing the loss
attributable to the equity holders of the Company by the weighted
average number of ordinary shares in issue during the year.
2016 2015
Group Group
Loss attributable to
equity holders of the
Company (US$) (3,826,660) (4,774,445)
Weighted average number
of ordinary shares in
issue (number) 1,230,479,096 1,230,479,096
Basic loss per share
(US Cents per share) (0.31) (0.39)
(b) Diluted
Diluted loss per share is calculated by adjusting the weighted
average number of ordinary shares outstanding to assume conversion
of all dilutive potential ordinary shares. The Company had one
category of dilutive potential ordinary shares: share options. For
these share options, a calculation is performed to determine the
number of shares that could have been acquired at fair value
(determined as the average annual market share price of the
Company's shares) based on the monetary value of the subscription
rights attached to outstanding share options. The number of shares
calculated as above is compared with the number of shares that
would have been issued assuming the exercise of the share options.
Share options outstanding at the reporting date were as
follows:
0
2016 2015
Group Group
Total share options in issue
(number) (see note 18) 68,850,000 58,500,000
The effect of the above share options at 31 December 2016 and
2015 is anti-dilutive; as a result they have been omitted from the
calculation of diluted loss per share.
11 Restricted cash
2016 2015
Group Group
$ $
Bank performance bond 500,000 500,000
Bank deposits 36,972 44,529
536,972 544,529
The Bank performance bond emplaced during the prior year is in
favour of the Government of the Bahamas. The bond formed a
condition of the 2015 licence renewal and will be released in 2017
given the Company has now satisfied the licence condition to
undertake $750,000 of qualifying expenditure during the licence
period .
Non-current bank deposits consist of funds held as security for
Company credit card facilities.
12 Property, plant & equipment
Group
Leasehold Furniture,
improvements fittings Motor
and equipment vehicles Total
$ $ $ $
At 1 January
2015
Cost 56,417 238,280 156,185 450,882
Accumulated depreciation (47,623) (210,400) (80,254) (338,277)
Net book amount 8,794 27,880 75,931 112,605
Year ended 31
December 2015
Opening net book
amount 8,794 27,880 75,931 112,605
Additions - 5,226 - 5,226
Disposals - cost - - (58,496) (58,496)
Depreciation
charge (4,058) (20,771) (24,067) (48,896)
Disposals - Accumulated
depreciation - - 53,293 53,293
Closing net book
amount 4,736 12,335 46,661 63,732
At 31 December
2015
Cost 56,417 243,506 97,689 397,612
Accumulated depreciation (51,681) (231,171) (51,028) (333,880)
Net book amount 4,736 12,335 46,661 63,732
Year ended 31
December 2016
Opening net book
amount 4,736 12,335 46,661 63,732
Additions - 12,535 - 12,535
Depreciation
charge (4,058) (12,424) (15,240) (31,722)
Closing net book
amount 678 12,446 31,421 44,545
At 31 December
2016
Cost 56,417 256,041 97,689 410,147
Accumulated depreciation (55,739) (243,595) (66,268) (365,602)
Net book amount 678 12,446 31,421 44,545
13 Intangible exploration and evaluation assets
Group Geological,
Geophysical
and Technical
Licence Analysis Total
costs
$ $ $
Year ended
31 December
2015
Opening cost
/ net book
amount 2,081,250 44,697,678 46,778,928
Additions (note
20(iii)) 770,000 310,328 1,080,328
Closing cost
/ net book
amount 2,851,250 45,008,006 47,859,256
Year ended
31 December
2016
Opening cost
/ net book
amount 2,851,250 45,008,006 47,859,256
Additions (note
20(iii)) - 193,401 193,401
Closing cost
/ net book
amount 2,851,250 45,201,407 48,052,657
Ultimate recoupment of intangible exploration and evaluation
assets capitalised is dependent on successful development and
commercial exploitation, or alternatively, sale of the respective
licence areas (note 4(b)).
These assets are reviewed for impairment annually or whenever
events or changes in circumstances indicate that the carrying
amount may not be recoverable. At present the Directors do not
believe any such impairment indicators are present (note 4(b)).
14 Cash and cash equivalents
2016 2015
Group Group
$ $
Cash at bank 970,021 5,048,800
The 2016 balance includes interest bearing accounts at rates
between 0% and 1% (2015: 0% to 1%).
Reconciliation of total cash 2016 2015
balances Group Group
$ $
Cash at bank 970,021 5,048,800
Restricted cash (see note
11) 536,972 544,529
Total cash 1,506,993 5,593,329
15 Other receivables
2016 2015
Group Group
$ $
Other receivables (note (a)) 51,043 65,027
Prepayments (note (b)) 624,581 620,145
675,624 685,172
(a) Other receivables
As at 31 December 2016 and 2015, these amounts predominantly
consist of VAT recoverable.
(b) Prepayments
As at 31 December 2016 prepayments include $500,000 (2015:
$500,000) in application fees paid to The Government of the
Commonwealth of The Bahamas for five additional exploration
licences. During the prior year, two of these licence applications
were withdrawn, consequently receipt of $200,000 against these
applications is expected to be credited against future licence
rental payments (see note 20(iii)). The three retained applications
remain pending award, in the event that the Group's applications
are unsuccessful, 50% of the remaining $300,000 in application fees
is refundable to the Group. No provision has been made in the
consolidated Financial Statements to write down the carrying value
of these prepayments.
16 Trade and other payables
2016 2015 2014
Group Group Group
$ $ $
Exploration and evaluation - 770,000 -
liabilities (note 20 (iii))
Accruals 579,239 390,755 210,265
Trade payables 35,849 114,558 208,979
Other payables 3,372 8,568 12,000
618,460 1,283,881 431,244
The fair value of trade and other payables approximates to their
carrying value as at 31 December 2016 and 2015.
17 Share capital, share premium, merger reserve and reverse acquisition reserve
Share Reverse
Number Issue Ordinary premium Merger acquisition
of shares price shares reserve reserve reserve
Group issued $ $ $ $ $
At 1 January
2015 1,230,479,096 - 37,253 78,185,102 77,130,684 (53,846,526)
At 31 December
2015 and
31 December
2016 1,230,479,096 - 37,253 78,185,102 77,130,684 (53,846,526)
---------------- -------- ----------- ------------- ------------- ---------------
In 2008, BPC Jersey Limited acquired Falkland Gold and Minerals
Limited ('FGML') via a reverse acquisition, giving rise to the
reverse acquisition reserve. BPC Jersey Limited was the acquirer of
FGML although FGML became the legal parent of the Group on the
acquisition date. FGML subsequently changed its name to BPC
Limited.
The merger reserve arose in 2010 as a result of the Group
undergoing a Scheme of Arrangement which saw the shares in the then
parent company BPC Limited replaced with shares in Bahamas
Petroleum Company plc.
The total authorised number of ordinary shares at 31 December
2016 and 2015 was 5,000,000,000 shares with a par value of 0.002p
per share.
All issued shares of 0.002 pence are fully paid.
18 Share based payments
Share options have been granted to Directors, selected employees
and consultants to the Company.
The Group had no legal or constructive obligation to repurchase
or settle any options in cash. Movements in the number of share
options outstanding during the year are as follows:
2016 2015
Group Group
Average No. Options Average No.
exercise exercise Options
price per price
share per share
At beginning of year 17.39p 58,500,000 17.32p 64,500,000
Relinquished 16.23p (45,000,000) 14.97p (6,000,000)
Expired 21.25p (13,500,000) - -
Granted 2.22p 68,850,000 - -
At end of year 2.22p 68,850,000 17.39p 58,500,000
Exercisable at end
of year - - 21.25p 6,750,000
The weighted average remaining contractual life of the options
in issue at 31 December 2016 is 4.25 years (31 December 2015: 2.1
years). The exercise price of these options are 2.22 pence per
share.
On 12 April 2016, all options previously granted on 12 April
2011 expired. On 4 April 2016 all other options previously granted
over Company shares were cancelled by mutual election.
No adjustment was made to the share based payments reserve or
charge for the year following the above forfeitures.
On 4 April 2016 68,850,000 options were granted all of which
carried the following terms:
-- The options have an exercise price of 2.22 pence.
-- Half of the options become exercisable only once the Company
secures a partnership or other arrangement sufficient to finance
the Company's first exploration well (Tranche 1).
-- Half of the options become exercisable only once the
Company's first exploration well is commenced (Tranche 2).
-- The options expire after 5 years.
-- Options granted to Directors and staff require the option
holder to remain in office, with the provision of this service
requirement to be waived at the discretion of the Company.
The fair value of the options granted in the year was estimated
using the Black Scholes model. The inputs and assumptions used in
calculating the fair value of options granted in the year were as
follows:
Options Granted on 4 April
2016
------------- --------------------------------
Tranche 1 Tranche 2
------------- --------------- ---------------
Number
of options
granted 34,425,000 34,425,000
------------- --------------- ---------------
Share
price
at date
of grant 2.02p 2.02p
------------- --------------- ---------------
Exercise
price 2.22p 2.22p
------------- --------------- ---------------
Expected
volatility 20% 18%
------------- --------------- ---------------
Expected 0.75 years 1.08 years
life
------------- --------------- ---------------
Risk free
return 0.13% 0.13%
------------- --------------- ---------------
Dividend Nil Nil
yield
------------- --------------- ---------------
Fair value 0.10 cents 0.11 cents
per option
------------- --------------- ---------------
On 17 December 2014, the Directors entered into an agreement for
the deferral of 20% of their salary and fees on the following
terms:
-- 20% of all directors' fees and the CEO's salary are to be
forgone until a farmout or other arrangement sufficient to finance
the first exploration well is completed.
-- The value of fees/salary forgone shall accrue at the end of
each month as an entitlement to ordinary shares in the Company.
-- The number of ordinary shares accruing shall be calculated as
the value of fees/salary forgone divided by the volume weighted
average closing price of the Company shares over each month.
-- The "accrued shares" shall only be issued to the directors on
completion of a farmout or other arrangement sufficient to finance
the first exploration well.
-- The agreement is effective for all parties from 1 October 2014.
On 1 April 2016 the Directors entered into a further agreement
for the deferral of 50% of their fees and Mr Potter entered into an
agreement for the deferral of 90% of his salary on the following
terms:
-- 50% of all directors' fees and 90% of the CEO's salary are to
be forgone until a farmout or other arrangement sufficient to
finance the first exploration well is completed.
-- The value of Directors fees forgone shall accrue at the end
of each month as an entitlement to ordinary shares in the
Company.
-- 50% of the value of the CEO's salary forgone shall accrue at
the end of each month as an entitlement to ordinary shares in the
Company.
-- 50% of the value of the CEO's salary forgone shall be
repayable in cash on settlement of the well financing criteria.
-- Receipt of the CEO's forgone salary is conditional on his
continued employment by the Group up to the completion of a farmout
or other financing arrangement.
-- All of the CEO share entitlements accrued under the agreement
entered into on 1 October 2014 were forgone.
-- The number of ordinary shares accruing shall be calculated as
the value of fees/salary forgone divided by the volume weighted
average closing price of the Company shares over each month.
-- The "accrued shares" shall only be issued to the directors on
completion of a farmout or other arrangement sufficient to finance
the first exploration well.
-- The agreement is effective for all parties from 1 April 2016
and, in the case of Simon Potter, superceeds the agreement entered
into on 17 December 2014.
Under IFRS 2, the above agreement constitutes the issuance of
equity settled share based payment instruments with the following
terms:
-- All instruments granted on 1 October 2014 and 1 April 2016
respectively. Instruments granted to Simon Potter vest on the
suceessfull conclusion of a farmout, estimated for the purposes of
calculating the vesting period over which the fair value of the
instrument should be released at 16 months from the date of grant.
For all other Directors, individual monthly tranches vest at the
end of each month based on the monthly volume weighted average
share price.
-- Total number of instruments granted estimated based on
forecast fee deferral quantum and average Company share price over
the preceding 15 months.
-- Instruments shall only be issued on conclusion of financing
for the Group's first exploration well.
-- Estimated issue date of 31 December 2015 and consequent 15 month life of instruments.
-- Estimated fair value of instruments being the share price on the date of grant.
The value of the instruments has been estimated and shall be
charged to the statement of total comprehensive income in monthly
tranches over the estimated life of the instruments.
Expense arising from share based payment transactions
Total expense arising from equity-settled share based payment
transactions:
2016 2015
Group Group
$ $
Expense in relation to share
based payment transactions 570,411 273,287
Of the above amount $502,480 (2015: nil) relates to salary
deferrals with the remainder relating to the issue of share
options.
19 Cash used in operations
2016 2015
Group Group
$ $
Loss after income tax (3,826,660) (4,774,445)
Adjustments for:
- Depreciation (note 12) 31,722 48,896
- Share based payment (note 18) 570,411 273,287
- Finance income (note 6) (3,835) (13,694)
- Other income received (48,122) (57,000)
- Gain on disposal of fixed assets - (297)
- Foreign exchange loss on operating
activities (note 8) 39,046 28,912
Changes in working capital:
- Other receivables 85,945 264,283
- Trade and other payables 51,035 31,817
Cash used in operations (3,100,458) (4,198,241)
20 Contingencies and commitments
(i) Contingencies
As at 31 December 2016, the Group had no contingent liabilities
that require disclosure in these financial statements.
(ii) Expenditure commitments
The terms of the Groups licences, as extended on 21 March 2017,
require the commencement of an exploration well in the licenced
area by 30 April 2018. As the Company does not have sufficient cash
resources to discharge this commitment, an industry partnership or
other financing arrangement will be required in order to meet this
licence obligation.
(iii) Annual rental commitments
The Group is required under the exploration licences to remit
annual rentals in advance to the Government of the Commonwealth of
The Bahamas in respect of the licenced areas.
Under the terms of the Group's licences, a rental fee of
$250,000 per licence per annum is payable, totalling $1,000,000
annually for all four licences held by the Group. On 21 March 2017
the Government of the Bahamas issued a 12 month deferral for all
obligations under the terms of the licence. As such, no licence
rentals become payable by the Company until 2018.
Renewal of the Group's Miami licence remains under review
pending negotiations with the Bahamian Government regarding the
terms of renewal.
The Group leases various premises under non-cancellable
operating lease agreements. The leases have varying terms and
renewal rights.
The future aggregate minimum lease payments under
non-cancellable operating leases are as follows:
2016 2015
Group Group
$ $
No later than 1 year 61,950 243,300
Later than 1 year and no later than
5 years - 60,450
61,950 303,750
On 1 January 2014 the Group entered into a four year lease to
sublet a portion of unutilised office space in Nassau, Bahamas for
$48,000 per annum. The above minimum lease payment obligations are
shown gross of this income source which is recognised as Other
Income received in the Consolidated Statement of Comprehensive
Income for the year.
21 Related party transactions
Key Management Personnel
Details of key management personnel during the current and prior
year are as follows:
William Schrader Non-Executive Chairman
James Smith Non-Executive Deputy Chairman
Simon Potter Director and Chief Executive Officer
Adrian Collins Non-Executive Director
Ross McDonald Non-Executive Director
Edward Shallcross Non-Executive Director
Key Management Compensation
2016 2015
Group Group
$ $
Short term employee benefits 711,312 1,206,545
Share based payments (see note
18) 546,879 273,287
1,258,191 1,479,832
Simon Potter's key remunerative terms as Chief Executive Officer
of the Company are as follows:
-- Annual salary of $1,000,000 with minimum CPI indexation.
-- Mr Potter is entitled to receive pension contributions from
the Company equal to 10% of his contracted annual salary.
-- The term of the contract expires on 31 March 2018. Benefits
arising from termination during the term range from nil to payment
of salary over the full term, depending on the circumstances
surrounding termination.
-- Effective 1 October 2014, Mr Potter agreed to defer 20% of
his salary, equating to $200,000 annually, to be received in
Company shares contingent on the successful conclusion of a farm
out or other arrangement sufficient to finance the Company's first
exploration well. All amounts accruing to Mr Potter under this
arrangement from 1 October 2014 to 31 March 2016 were forgone
during the year as part of the agreement entered into effective 1
April 2016, see below.
-- Effective 1 April 2016, Mr Potter agreed to defer 90% of his
salary, equating to $900,000 annually, to be received 50% in
Company shares and 50% in cash contingent on the successful
conclusion of a farm out or other arrangement sufficient to finance
the Company's first exploration well.
Directors' remuneration
2016 2015
Group Group
$ $
Simon Potter;
- Salary (80% of contractual
entitlement to 31 March 2016) 200,000 800,000
- Salary (10% of contractual 75,000 -
entitlement 1 April 2016 to 31
December 2016)
- Accrued Pension liability (non-cash) 100,000 100,000
- Contractual Entitlements 141,667 -
Total 516,667 900,000
William Schrader 50,877 80,235
James Smith 33,271 52,468
Adrian Collins 37,761 60,759
Ross McDonald 33,271 51,963
Edward Shallcross 39,465 61,120
Total 711,312 1,206,545
Effective 1 October 2014, the Directors agreed to forgo 20% of
their remuneration which becomes repayable in shares only once the
Company's first exploration well has been successfully financed.
Effective 1 April 2016 the Directors agreed to increase this fee
deferral to 50% for Board members and 90% for the CEO. See note 18
for further details.
Accumulated unpaid Contractual Entitlements totalling $141,667
relating to prior years were paid to Simon Potter at the start of
the year. No further contractual benefits are payable to Simon
Potter until a farmout or other arrangement sufficient to finance
the first exploration well is completed.
Cash payments totalling $158,333 were made in the current year
related to Simon Potter's pension benefits entitlement which had
accrued in prior years. The remaining entitled amounts have accrued
in the year and are included in accruals on the balance sheet as at
31 December 2016.
Share options granted to Directors during the year were as
follows:
Number of Exercise
options granted price per Date of Grant
Ordinary
Share
William Schrader 2,000,000 2.22p 4 April 2016
Simon Potter 39,000,000 2.22p 4 April 2016
James Smith 1,000,000 2.22p 4 April 2016
Adrian Collins 1,000,000 2.22p 4 April 2016
Edward Shallcross 1,000,000 2.22p 4 April 2016
Ross McDonald 1,000,000 2.22p 4 April 2016
Details of share options granted are disclosed in note 18 to
these Financial Statements.
Other related party transactions
During the year the Company operated banking facilities with RBC
Royal Bank (Bahamas) Limited in Nassau, The Bahamas. Ross McDonald,
a director of the Company, is also a director of RBC Royal Bank
(Bahamas) Limited. As at 31 December 2016, $78,184 was held on
deposit with RBC Royal Bank (Bahamas) Limited (31 December 2015:
$605,245).
22 Events After the Balance Sheet Date
In March 2017, the Government of the Bahamas provided the
Company with a 12 month extension to its licences and all attendant
obligations. This extension was provided in recognition of the
delays imposed on the Company by the time taken to implement the
new Petroleum Regulations and to provide sufficient time to design
the first exploration well in compliance with the standards set out
in these new regulations. As a consequence, the Company's licence
obligation is now to commence an exploration well by April
2018.
On 14 June 2017 the Company announced the placing of 260,000,000
new shares in the Company raising a total of $3,250,000 in
proceeds. The placing is taking the form of a Firm Placing of
110,000,000 shares and Conditional Placing of 150,000,000 shares
which is conditional on shareholder approval at an Extraordinary
General Meeting to be held on 14 July 2017. These funds are
intended to meet the Company's working capital needs whilst efforts
to conclude a partnership continue.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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