Final Results

Fusion Oil & Gas PLC 12 September 2003 Fusion Oil & Gas plc ('Fusion' or 'the Company' or 'the Group') Preliminary results for the year ended 30 June 2003 Fusion Oil & Gas plc, the AIM listed African oil exploration company, announces preliminary results for the year ended 30 June 2003. HIGHLIGHTS: • Pre-tax profit of £3.22m (2002: loss of £0.92m) after including profit on partial sale of subsidiary undertakings of £4.23m (2002: Nil) • Basic earnings per share of 3.31p (2002: loss of 0.99p) • At 30 June 2003, £7.37m cash at bank (2002: £4.53m). • Successful appraisal of the 2001 Chinguetti oil discovery and a further oil and gas discovery on the Banda prospect in the Mauritania PSC B licence. • Completion of the farm-out of two deepwater licences to subsidiaries of Amerada Hess. • Announcement of a multi-asset deal with Premier which involves: - Receipt of an initial payment of US$10 million; future cash payments and production royalties from the Mauritania licences, - Premier's participation in our two Gabon licences, - an option for Fusion to participate in Premier's two Guinea Bissau licences and - an option for Premier to participate in any future licences awarded to Fusion offshore Western Sahara (Saharawi Arab Democratic Republic (SADR)) on a promoted basis. Alan Stein, Managing Director of Fusion commented: ' Following an exceptionally active year, Fusion is now in a position that is stronger than at any time since its IPO almost 3 years ago, with exposure to participation in at least 6 and possibly more than 15 wells over the next two years, the first of which spudded on 4 September 2003. With the majority of these wells being free carried for Fusion, the Company will have gearing to all future success in Mauritania at no cost, exposure to several high impact exploration wells elsewhere, an active new ventures programme and sufficient working capital for 18 to 24 months.' 12 September 2003 Enquiries Fusion Oil & Gas plc Alan Stein, Managing Director Australia Tel: +61 8 9226 3011 Fax: +61 8 9226 3022 Email: astein@fusionoil.com.au Peter Dolan, Chairman England Tel: 020 8891 3252 Fax: 020 8891 1555 Email: pdolan@fusionoil.co.uk College Hill Associates Tel: 020 7457 2020 Fax: 020 7248 3295 James Henderson Email: james.henderson@collegehill.com Phil Wilson-Brown Email: phil.wilson-brown@collegehill.com CHAIRMAN'S STATEMENT AND MANAGING DIRECTOR'S REVIEW During the last year Fusion has made significant progress on all fronts, realising value in Mauritania, building a significant exploration base, strengthening its financial position and creating a potentially prolific revenue stream for the future. The Group successfully appraised the 2001 Chinguetti oil discovery and made a further oil and gas discovery on the Banda prospect in the Mauritania PSC B licence and completed the farm-out of two deepwater licences to subsidiaries of Amerada Hess Corporation ('Hess'). It also announced a multi-asset deal with Premier Oil plc ('Premier') enabling it to realise early value from its Mauritania assets. Consequently, the Group is now in a very strong position from which to generate future growth. Results Pre-tax and post-tax profit was £3.22m (2002: loss of £0.92m) as a result of a number of disposals during the year. Basic earnings per share were also up at 3.31 pence per ordinary share (2002: loss of 0.99p). The profit includes the write off of new venture exploration costs of £375,418 (2002: £107,545). Corporate Activity In May 2003, Fusion announced that it had entered into an agreement with Premier in relation to West African licence interests in Mauritania, Gabon, Saharawi Arab Democratic Republic ('SADR') and Guinea Bissau. This comprehensive transaction allowed Fusion to maximise value prior to onset of development expenditure, whilst simultaneously accelerating its drilling programme and maintaining shareholder gearing to future exploration success across the whole portfolio. Under the terms of the transaction Fusion received an immediate cash consideration of US $10 million, and will receive additional payments in the event that further exploration successes with reserves of greater than 50 million barrels in the Mauritanian licences are declared to be commercial. Fusion will also receive a royalty interest over all future production from its two Mauritanian offshore licences, including existing discoveries. This royalty payment has the potential to be a very material revenue stream for Fusion. The transaction also included an opportunity for Premier to participate in Fusion's two Gabon licences, an option for Fusion to participate in Premier's two Guinea Bissau licences and an option for Premier to participate in any future licences awarded to Fusion offshore Western Sahara (SADR) on a promoted basis. The net benefit of the deal is to position Fusion for an active, high-impact exploration drilling programme across its portfolio over the next 18-24 months. During this time it will have direct and indirect participation in the drilling of at least 6 and possibly more than 15 exploration wells. The acquisition of large volumes of 3D seismic data is leading to the compilation of a very significant prospect inventory. Financial The Fusion business model has, since the IPO in September 2000, consistently been to add value through the application of innovative geoscience and to seek to realise early, optimum value for shareholders before significant capital investment is required. That is exactly what has been done in Mauritania during the last year, and by the farm-outs to Hess and Premier. These deals have resulted in Fusion being carried through future costs (a form of project finance without reverting to shareholders or to bank loans) and receiving cash payments. In addition, on 20 September 2002, the Company placed 4.5 million new shares at 45p per share with institutional investors on a non-underwritten basis to raise £2.0million (net of expenses) in additional working capital. At the end of the reporting period, the Company had funds available of £7.37million (2002: £4.53million). Licence Interests • Mauritania In Mauritania, Fusion has agreed a sliding scale royalty interest covering all future production from the PSC A and PSC B licences. Having proven the potential of this acreage, the Company has no further exposure to the considerable capital requirements to explore and develop subsequent discoveries that may be made. Assuming development of the Chinguetti Field goes ahead, with an oil price in the range of US$22 to 25 per barrel and that there are reserves estimated by Fusion of 148 million barrels, the royalty could potentially generate approximately US$13 million in royalty revenue for the Group over the life of the field. The Chinguetti Field is currently anticipated to begin production during 2005 at an initial rate of 75,000 barrels of oil per day. The 2003 drilling campaign in Mauritania commenced on 4 September 2003 when the Chinguetti-4-5 appraisal/early development well was spudded. This well will be placed on an extended production test and is planned to be completed as a producer. The second well in this campaign will be an exploration test of the Tiof prospect some 25 km north of the Chinguetti Field. A decision on whether or not to drill a third well will be made following the results of the first two wells. Fusion will retain exposure to all future exploration success in PSC A and PSC B at no additional cost to the Company. • AGC In the deepwater licences of the AGC area (the joint development zone between Senegal and Guinea Bissau), Fusion has recently acquired two large 3D seismic surveys in its Croix du Sud and Cheval Marin licences that have confirmed the presence of a highly structured deepwater basin and have revealed numerous potential reservoir fairways. Based on current Fusion estimates, the total unrisked resource in these two permits is in excess of 800 million barrels net to the Company. This resource assessment will be revised later in the year following a thorough evaluation of the 3D datasets. Fusion has been carried through the cost of the 3D seismic in Croix du Sud by Hess. In October, Hess must elect whether to continue with the farm-in and fund the cost of exploration drilling or withdraw. To complete the farm-in Hess must fund the cost of the first two wells drilled in the Croix du Sud licence capped at US $22.5 million per well and all other licence expenditure until completion of the second well. • Cameroon The other deepwater licence in the Company's portfolio is in Cameroon where Fusion has been carried by Hess through the acquisition of a large 3D seismic survey. The survey has confirmed the prospectivity identified by the earlier 2D seismic survey and will define prospects. The current unrisked resource assessment by Fusion for the Ntem licence is in excess of 370 million barrels net to the Company. In November, Hess must elect whether to continue with the farm-in and fund the cost of exploration drilling or withdraw. To complete the farm-in Hess must fund the cost of the first two wells in the Ntem licence capped at US $15 million per well and all other licence expenditure until completion of the second well. • Gabon In Gabon, Premier has an opportunity to earn an equity position by carrying Fusion's costs in up to two wells on each of our two licences. These licences contain prospects estimated by Fusion to have an unrisked resource in excess of 200 million barrels net to the Company. This estimate will be refined, and specific drilling locations will be selected after completion of the processing of two 3D seismic surveys, which is due to be completed in early 2004. • Others (Dome Flore (AGC), Guinea Bissau, Western Sahara) Elsewhere, Fusion has an 85% working interest in the AGC Dome Flore licence where substantial oil potential exists. A recently acquired 3D seismic survey is being evaluated prior to seeking partners. In a nearby area of Guinea Bissau, Fusion has a no-cost 5% back-in option on Premier's Sinapa and Esperanca licences, where at least one well is expected to be drilled in the near future. Both of these assets have had a lower profile within the overall Fusion portfolio, being relatively recent acquisitions. However, the potential resource, net to the Company, after an anticipated dilution of Fusion's interest in Dome Flore alone, is estimated to be in excess of 200 million barrels. This resource assessment will be revised following completion of the processing of the Dome Flore 3D seismic survey later this year. Finally, offshore Western Sahara (SADR) Fusion has finished a technical review which entitles the Company to apply for up to three large exploration licences, award of which would be contingent upon the SADR being recognised as an independent nation by the United Nations. Premier have an option to farm-in to any such awards on a promoted basis. Outlook The high-grading of our licence portfolio and funding of much of our near and medium term exploration is principally due to the skill of our staff. They have identified new prospectivity on under-explored acreage and been able to demonstrate this with high quality work to substantial companies who have been prepared to pay a premium to participate in future exploration. Their efforts are the core competence of the Company which I am very pleased to acknowledge. As a result, Fusion finds itself in a very strong position with participation in at least 6 and in possibly more than 15 wells over the next two years. The majority of these will be free-carried as a result of the Hess and Premier deals. We have sufficient working capital for 18 to 24 months and gearing to all future success in Mauritania at no cost (exploration or development) in addition to a proactive new ventures programme. With the favourable exploration success rates established in West Africa, it would be reasonable to expect further discoveries to be made in which Fusion will have significant levels of equity. Following the successful completion of the transactions with Hess and Premier and given the stage of Fusion's development, your Board of Directors has resolved to increasingly focus on extracting the value that has been established in the Company's assets, for the benefit of all Shareholders. Peter Dolan Alan Stein Chairman Managing Director UNAUDITED CONSOLIDATED PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED 30 JUNE 2003 30 June 2003 30 June 2002 £ £ Administrative expenses (1,752,271) (1,216,512) Exceptional operating income 636,856 - Operating loss (1,115,415) (1,216,512) Profit on partial sale of subsidiary undertakings 4,235,663 - Interest receivable and similar income 99,607 296,163 Profit/(loss) on ordinary activities before taxation 3,219,855 (920,349) Tax on profit/(loss) on ordinary activities - - Profit/(loss) on ordinary activities after taxation 3,219,855 (920,349) Profit/(loss) per Ordinary share - basic 3.31p (0.99)p - diluted 3.31p (1.02)p Statement of Total Recognised Gains and Losses: There are no recognised gains and losses for the current financial year and preceding financial year other than those stated in the Profit and Loss Account. The results are derived solely from operations that are continuing. UNAUDITED CONSOLIDATED BALANCE SHEET AS AT 30 JUNE 2003 Notes 30 June 2003 30 June 2002 £ £ Fixed Assets Intangible assets 1 11,410,290 6,776,109 Tangible assets 164,766 174,327 11,575,056 6,950,436 Current Assets Debtors 49,456 63,185 Cash at bank and in hand 7,369,967 4,527,311 7,419,423 4,590,496 Creditors (amounts falling due within one year) (757,331) (259,484) Net Current Assets 6,662,092 4,331,012 Total Assets less Current Liabilities 18,237,148 11,281,448 Capital and Reserves Called up share capital 982,052 930,808 Share premium account 17,046,314 15,103,362 Profit and loss account (1,532,867) (4,752,722) Equity Shareholders' Funds 16,495,499 11,281,448 Minority Interests 1,741,649 - Total Capital Employed 18,237,148 11,281,448 UNAUDITED CONSOLIDATED CASH FLOW STATEMENT FOR THE YEAR ENDED 30 JUNE 2003 30 June 2003 30 June 2002 £ £ Net cash outflow from operating activities A (439,112) (1,242,920) Returns on investing & servicing of finance Interest received 99,607 296,163 Capital expenditure & financial investment Purchase of tangible assets and expenditure on exploration (4,789,347) (4,564,740) Acquisitions and disposals Proceeds on part disposal of subsidiary (net of £387,660 (2002 : Nil) of expenses.) 5,977,312 - Cash inflow/(outflow) before use of liquid resources & financing 848,460 (5,511,497) Management of liquid resources Cash withdrawn from deposit - 9,080,000 Financing Net Proceeds from share issues 1,994,196 39,861 Net cash inflow from financing 1,994,196 39,861 Increase in cash for the year 2,842,656 3,608,364 30 June 2003 30 June 2002 £ £ A. Reconciliation of operating loss to net cash outflow from operating activities Operating loss (1,115,415) (1,216,512) Depreciation charges 79,475 61,488 Write-off exploration expenditure 375,418 107,545 Increase/(decrease) in creditors 207,681 (171,421) Decrease/(increase) in debtors 13,729 (24,020) Net cash outflow from operating activities (439,112) (1,242,920) Group 2003 2002 £ £ 1. Intangible fixed assets Capitalised exploration expenditure at the beginning of the year 6,776,109 2,926,332 Exploration expenditure incurred during the financial year 5,009,599 3,957,323 Less: Exploration expenditure written off during the year (375,418) (107,546) 11,410,290 6,776,109 The financial information set out in the announcement does not constitute the Group's statutory accounts for the years ended 30 June 2003 or 2002, and is prepared on the basis of the accounting policies as set out in the most recently published set of annual financial statements. The financial information for the year ended 30 June 2002 is derived from the statutory accounts for that year which have been delivered to the Registrar of Companies. The auditors reported on those accounts; their report was unqualified and did not contain a statement under s237(2) or (3) Companies Act 1985. The statutory accounts for the year ended 30 June 2003 will be finalised on the basis of the financial information presented by the directors in this preliminary announcement and will be delivered to the Registrar of Companies following the Company's annual general meeting. This information is provided by RNS The company news service from the London Stock Exchange
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