Final Results

RNS Number : 7214C
Independent Resources PLC
30 June 2016
 

Independent Resources plc


("Independent Resources" or the "Company" or the "Group")


Audited results for the year ended 31 December 2015


Highlights


• First investment made in Egypt through the acquisition of a 25% effective working interest in East Ghazalat

• Completion of rationalisation of Italian cost base

• Farm-in discussions continue for Ksar Hadada and a one year licence extension was awarded post year end

• Equity fundraising of £1.51 million of new capital was completed during the year with further capital of £0.30 million

raised since year end 

• Continued business development activities focused on producing assets in Egypt

• Continued uncertainty over Rivara gas storage project and timing and impact of legal proceedings

• Conservative accounting approach adopted in relation to joint venture investment in East Ghazalat pending resolution of disputes with licence operator


Key financials


• Adjusted loss for the year of £1.24 million (2014: £1.57 million)

• Operating loss on continuing activities of £1.81 million (2014: £1.57 million)

• Loss from discontinued Italian operations of £0.10 million (2014: £ 4.91 million)

• Loss for the year of £1.91 million (2014: £6.48 million) 

• Cash at year end of £0.10 million (2014: £0.43 million)

• Cash at 28 June 2016 of £0.06 million  (unaudited)


Chairman's statement


Introduction


Against the backdrop of widespread industry turmoil caused by the precipitous decline in oil prices during 2015 and

2016 we continued our efforts to refocus Independent Resources as an E&P company focused on North Africa.  The

crude oil and natural gas markets are in a state of flux and elevated 2014 price expectations are now being

lowered to what is likely to be a more modest level settling somewhere near today's prices.  Low cost assets with

opportunities to increase reserves and production levels are still to be found, mainly onshore in areas where there

is existing infrastructure and markets. We remain clear that Egypt and Tunisia meet those requirements.


Last October we made our first investment in Egypt through the acquisition of a 25 per cent working interest in

East Ghazalat as part of a joint venture transaction executed in conjunction with Nostra Terra Oil and Gas

Company plc.  We recognise that this is a relatively small acquisition and it was and is intended to be the first of

several more significant acquisitions.


After the year end, we have now received approval from the Egyptian General Petroleum Company (EGPC) as a 

new entrant in Egypt.  This was a precondition to allow us to follow through on our commercial registration and

receive the revenues due to us since completion. It also facilitates our making further investments in a well-

established hydrocarbon province where interests in producing and near production assets remain available for

acquisition and where our management team has extensive experience.


In January of this year we updated the market on the difficulties with North Petroleum International Company SA

(North), the Chinese Government owned operator of East Ghazalat as we strive to restructure the cost base of the

licence.  We continue to work to resolve these differences while protecting the interests of our shareholders.


In Tunisia we continue to seek a farm-in partner for our licence interest in Ksar Hadada.  We have carried out

significant additional technical analysis of the prospectivity of the licence during the year and since year-end we

applied for and have obtained an additional one-year extension until August 2017 from the Tunisian Government to

complete the work programme.


At the time of our last full year results announcement, we explained that we were in the process of fundamentally

restructuring our Italian cost base in the light of the end of our coal bed methane related projects (Ribolla and

Casoni) and uncertainty over the timing of legal appeals in relation to the Rivara Gas Storage project.  During 2015

we exited lease arrangements on our office in Rome and reached agreement with our Italian employees to bring an

end to their contract of employment.  We appreciate their professional approach to these difficult decisions and

wish them well for the future.  We continue to maintain a very modest administrative presence in Italy but one

which is appropriate given the status of our Italian operations.


We are still trying to ensure that the administrative tribunal hears our court case in relation to Rivara as soon as possible.


Since year-end we have taken extensive steps to reduce our creditor balances and reduce our ongoing cash burn

rates.  This has only been possible with the support of key suppliers and board members and I wish to thank them

for their unfaltering support. 


East Ghazalat


In October 2015 in conjunction with Nostra Terra we acquired Trans Globe Energy Corporation's 50% interest in the

East Ghazalat licence located in the Western Desert of Egypt. This is intended to be an initial entry vehicle in

Egypt which will then allow the Company to follow with further more material and interesting acquisitions to build a

cash flow generative business based on solid revenues with compelling investment opportunities.


At the time of acquisition, East Ghazalat was generating approximately 880 barrels per day of gross production in

which we have a 25 per cent interest.  The transaction was structured as a corporate acquisition of a single asset

subsidiary of TransGlobe Energy Corporation Inc. for a total consideration of $3.5 million of which $2.5 million was

deferred as a vendor loan note, payable in September 2017. The transaction was executed through a joint venture

company in conjunction with Nostra Terra Oil and Gas.  


Our comprehensive diligence on this asset made us aware that significant restructuring of the licence cost base

was necessary to ensure that East Ghazalat would contribute to group cash flows in a low oil price environment

but that holding a combined 50 per cent interest in the licence through the joint-venture with Nostra Terra would

ensure that we are in a position to ensure that the management of the licences is in accordance with our best

interests and plans.  We therefore envisaged that there would be difficult discussions with the operator to ensure

that activities on East Ghazalat would be prudently managed and ensure costs are appropriate for the scale of

activity on the licence.


Post year end as disclosed in our regulatory announcements of 25th January 2016 we received notice of default in

relation to cash calls raised by the operator. We believe those cash calls to be fundamentally erroneous and

unjustifiable in the context of the licence, in comparison with other interests North has in Egypt and the business

environment and we have therefore declined to pay them. 


We have formally rebutted the claims from North for payment and in relation to the alleged default and continue to

engage with EGPC to promote our case in relation to East Ghazalat.


North's continuing and consistent refusal to furnish financial information to allow a proper understanding of past

costs has contributed substantially to the current breakdown in relations. The patchwork of billing estimates

provided to date have been issued outwith the procedures in the Joint Operating Agreement, and in our view are

unjustifiable and fundamentally unreasonable given the level of production, drilling and exploration activity on East

Ghazalat. We have been unable to agree a budget with North for 2016 which has constrained activity, although

 given low oil prices we believe this is actually an appropriate posture.


In light of the lack of any access to robust financial information we have agreed with our auditors that for the 2015

year end it is prudent that we account for our investment in the East Ghazalat licence at historical cost and we will

not consolidate any share of profits or losses for the period since 1 July 2015, the effective date of the transaction

in respect of that investment.


The loan note principal payable to Trans Globe is determined only on formal agreement of the final working capital

adjustment as provided in the sale and purchase agreement. The loan note principal is varied with that working

capital adjustment.  We continue to work with Trans Globe to determine the final working capital amount and thus

the loan note principal.  At 31 December 2015 we have provided for the loan note principal based on Trans Globe's

initial assessment of working capital at completion and provided for accrued interest on this estimate although we

have not yet made the interest payment that could have been due at March 31, 2016 since the loan note amount is

not finalised.


There are also unrecovered amounts due to our joint venture with Nostra Terra Oil and Gas plc from North in

relation to outstanding historical joint operating agreement audit claims and we have served notice on them of our

intention to conduct an audit of the East Ghazalat licence costs for 2013 and 2014.  We also reserve the right to

conduct an audit in relation to 2015. We have not reflected any estimate of the amounts that could be recovered

by the joint venture in respect of audits at this year-end.


The directors remain confident that our joint venture interest in East Ghazalat will create value for shareholders and

therefore that no impairment is necessary in respect of the carrying value of the group's joint-venture investment in

East Ghazalat at 31 December 2015.


We appreciate in light of the matter above our auditors have qualified their opinion on the financial statements due to the limitation of scope.


Ksar Hadada


During 2015, we continued to seek a farm-in partner - there can be no doubt that the difficulty of achieving this

was increased by the drop in oil prices and increased concerns over the security situation in Tunisia after terrorist

events in 2015.


We remain in discussions with a number of parties regarding investment.


The potential economic returns from the licence remain highly attractive even at lower oil prices.  In August 2015

we commissioned a Remote Sensing Direct Detection of Hydrocarbon Survey by Scotforth Ltd. which provided

additional confirmation of the prospectivity of the licence and substantiated our belief in the merits of targeting

Acacus prospects for future exploration activities.


Since year-end we have increased our contractor interest to 100 percent by facilitating the withdrawal of our

minority licence partners and successfully applied to the Consultative Committee on Hydrocarbons in Tunisia for a

further one-year extension to the Ksar Hadada permit until 7 August 2017.


Italy


We have continued to rationalise our Italian operations and exited our office lease arrangements during the year

and settled redundancy arrangements for all of our Italian employees.


After the year end we have now successfully relinquished our coal bed methane assets in Ribolla and Casoni with

no further obligations. 


We continue to maintain a minimal administrative presence pending clarity on the outcome of the Rivara

proceedings. 2015 represented another year of frustration as we continued to await the commencement of the

Administrative court proceedings as we contest the positions taken in 2012 by the Emilia-Romagna region and the

Ministry of Economic Development.  Through our Italian legal counsel, we continue to actively seek a date for

commencement of the court proceedings in order to bring clarity regarding the future of the project.


The future economic value of Rivara remains dependent upon a successful outcome to the court case but as in

previous years no impairment provision has been taken until the outcome of such a process becomes known.


Financial review


The Group reported a consolidated loss of £1.91 million for the year to 31 December 2015 (2014: £6.48 million).


The reported loss for the period includes the group's share of losses of its joint venture with Nostra Terra Oil and

Gas Company plc of £0.16 million (2014: £nil), where due to limitations on financial information available from the

licence operator it was not possible to consolidate the group's share of revenues and costs attributable to its

licence interest in East Ghazalat.


The reported loss for the year included:


• charges of £0.30 million (2014: £nil) in respect of warrants issued over ordinary shares in relation to equity

fundraisings completed during the year;

• charges of £0.05 million (2014: £0.01 million) in relation to the IFRS 2 charge for share options;

• fundraising costs of £0.07 million (2014: £nil) charged to the profit and loss account during the period. All prior

period fundraising costs were charged to the share premium account; and

• loss and impairment charge in respect of discontinued Ribolla coal bed methane operations of £0.10 million

(2014: £4.55 million).


After the effect of these items are excluded, the adjusted loss for the period was £1.24 million (2014: £1.56 million),

a reduction of 20.7 per cent. in 2015.


The loss for the year ended 31 December 2015 also included accrued directors' remuneration charges of £0.20 million

(2014: £0.06 million) and accrued fees to other key management personnel of £0.08 million (2014: £0.01 million). It

is the stated intention that these accrued charges will be settled through the issue of new ordinary shares at a

significant premium to the share price in recent months rather than in cash.


Of the remuneration actually paid to directors and key management personnel during 2015, £0.14 million was

reinvested in new ordinary shares during the year.


Consolidated net assets at 31 December 2015 were £4.98 million (2014: £5.41 million).


At 31 December 2015 the consolidated balance sheet included approximately £3.64 million (2014: £5.24 million) of

past investment in relation to group's Italian gas storage project at Rivara.  Pending resolution of the legal

proceedings the carrying value of Rivara has not been impaired.


Cash used in continuing operations totalled £1.32 million (2014: £1.63 million) after adjustments for non-cash items

with capital expenditures incurred during the year of £0.37 million (2014: £0.23 million), predominantly related to

the joint-venture investment in East Ghazalat.


There was £0.1 million of available cash at 31 December 2015 (2014: £0.42 million).  Gross equity capital of £0.3 million

was raised since year end through a placing of ordinary shares and the issue of a convertible loan note.


Group cash balances at 28 June 2016 were £0.06 million (unaudited).


Going concern


The financial information for the year to 31 December 2015 has been prepared assuming the group will continue as

a going concern. 


Under the going concern assumption, an entity is ordinarily viewed as continuing in business for the foreseeable

future with neither the intention nor the necessity of liquidation, ceasing trading or seeking protection from creditors

pursuant to laws or regulations.


The assessment has been made based on the group's anticipated activities which have been included in the financial forecast for

the years 2016 and 2017. We also carefully manage operating and administrative costs. Since January 2015 the board as a

demonstration of commitment to the future success of the Company have foregone receipt of salaries and fees in cash in favour

of share based remuneration until such time as resumption of cash salaries is appropriate. Since the year end we have taken

steps to significantly reduce our creditors from the year-end position through the issue of new ordinary shares and through

agreement of plans with the directors to forego cash salaries for equity-based compensation.


Whilst the directors remain acutely cost conscious and value focused the group will still need to attract additional funding to

continue in operation to fund additional investments and to work programme costs in relation to Ksar Hadada.  In relation to Ksar

Hadada, management's intention remains to secure a farm-in or investment partner to cover programme costs.


We continue to await our share of licence revenues from East Ghazalat to which we have been entitled since 1 July 2015, the

effective date for the transaction with TransGlobe Energy Corporation estimated. Management are actively working towards

securing collection of these revenues.


The group will still need to attract additional funding in forthcoming months to continue in operation and to fund acquisitions of

new licence interests.


Based on the above, the directors have formed a judgment that the going concern basis should be adopted in

preparing the financial statements.


Should the group be unable to continue trading, adjustments would have to be made to reduce the value of the assets to their

recoverable amounts, to provide for further liabilities which might arise and to classify fixed assets as current


Business development


On an ongoing basis the company continues to examine possible transactions to increase our production portfolio.

Egypt remains our primary country of focus now that we have received approval from EGPC as a new entrant.


We thank shareholders for their patience and look forward to providing positive updates in forthcoming months.


For more information, please visit www.ir-plc.com or contact:


Greg Coleman

Independent Resources plc

020 3367 1134


Adam James

Panmure Gordon (UK) Limited

020 7886 2500


(Nominated Adviser & Joint Broker)



Oliver Stansfield

Brandon Hill Capital

020 3463 5000

Jonathan Evans

(Joint Broker)





Simon Hudson

Tavistock Communications

020 7920 3150


Independent Resources plc


Consolidated statement of comprehensive income


Year ended 31 December 2015



Notes


Year to 31 December 2015


Year to 31 December 2014

Continuing operations

£


£





Revenue

2

           -


                  -





Cost of sales

                   -


                  -


Gross profit

                   -


                  -


Administrative expenses

  (1,652,631)


  (1,613,026)


Other operating income

                   -


        42,509 



Operating loss


   (1,652,631)


   (1,570,517)



Financial income


              351 


          2,183 


Financial expense


         (3,533)


         (4,394)


Share of post-tax losses of equity




accounted joint ventures

8

     (156,985)


                  -









Loss before tax

  (1,812,798)


  (1,572,728)









Taxation

4

                   -


                  -


Loss from continuing operations

  (1,812,798)


  (1,572,728)


Discontinued operations


Loss after taxation for the year from





discontinued operations

3

       (96,269)


  (4,907,737)


Loss for the year

  (1,909,067)


  (6,480,465)


Other comprehensive income:


Other comprehensive income to be reclassified to profit

or loss in subsequent periods (net of tax)

Exchange difference on translating foreign operations

     (296,126)


     (650,799)


Total comprehensive loss for the year



  (2,205,193)


  (7,131,264)


Loss attributable to:


Owners of the parent

     (1,909,067)


   (6,480,465)



Total comprehensive loss attributable to:


Owners of the parent

     (2,205,193)


   (7,131,264)



Loss per share (pence)

5


Basic

             (1.1)


             (8.3)


Diluted

             (1.1)


             (8.3)


Loss per share (pence) for continuing operations


Basic

             (1.0)


             (2.0)


Diluted

             (1.0)


             (2.0)



Independent Resources plc


Consolidated statement of financial position


As at 31 December 2015





Notes


31 December 2015


31 December 2014


£  


£  

Non-current assets

   Property, plant and equipment


         11,127 


        13,016 

   Goodwill

6

                   -


                  -

   Other intangible assets

7

    5,387,018 


    5,603,152 

   Investments in equity-accounted





   joint ventures

8

       137,906 


                  -



    5,536,051 


    5,616,168 


Current assets

   Other receivables


    488,877 


      206,027 


   Cash and cash equivalents


      101,300 


      425,909 




      590,177 


      631,936 



   Assets held for distribution

3

        43,179 


        47,683 



      633,356 


      679,619 


Current liabilities

   Trade and other payables


 (1,164,063)


    (609,010)


   Liabilities directly associated with the

    assets held for distribution

3

      (20,968)


    (279,989)











 (1,185,031)


    (888,999)


Net current assets

     (551,675)


     (209,380)


Net assets

    4,984,376 


    5,406,788 


Equity attributable to equity holders of the parent

   Share capital

9

    2,159,247 


    1,051,434 

   Share premium

10

  16,628,623 


  16,302,050 

   Warrant reserve


       302,453 


                  -

   Share option reserve

         71,718 


        25,776 

   Foreign currency translation reserve

     (335,690)


       (39,564)

   Retained earnings

(13,841,975)


(11,932,908)


Total equity

    4,984,376 


    5,406,788 


Independent Resources plc


Statement of changes in equity


Year ended 31 December 2015



Retained

Share

Share

Warrant

Share

Foreign

Total


earnings

capital

premium

reserve

option

currency

equity



reserve

translation








reserve



£  

£  

£  

£  

£  

£  

£  

Consolidated


1 January 2014

   (5,856,399)

     458,369 

 15,287,351 

                -

   418,919 

     611,235 

  10,919,475 


Loss for the year

   (6,480,465)

                -

                -

                -

              -

                -

  (6,480,465)

Exchange differences

                  -

                -

                -

                -

              -

   (650,799)

     (650,799)


Total comprehensive loss for








the year

   (6,480,465)

                -

                -

                -

              -

   (650,799)

  (7,131,264)


New shares issued

                  -

     593,065 

  1,186,129 

                -

              -

                -

    1,779,194 

Share issue costs

                  -

                -

   (171,430)

                -

              -

                -

     (171,430)

Share options lapsed

      403,956 

                -

                -

                -

(403,956)

                -

                  -

Share-based payments

                  -

                -

                -

                -

     10,813 

                -

         10,813 


31 December 2014

 (11,932,908)

  1,051,434 

 16,302,050 

                -

     25,776 

     (39,564)

    5,406,788 


1 January 2015

 (11,932,908)

  1,051,434 

 16,302,050 

                -

     25,776 

     (39,564)

    5,406,788 


Loss for the year

   (1,909,067)

                -

                -

                -

              -

                -

  (1,909,067)

Exchange differences

                  -

                -

                -

                -

              -

   (296,126)

     (296,126)


Total comprehensive loss for








the year

   (1,909,067)

                -

                -

                -

              -

   (296,126)

  (2,205,193)


New shares issued

                  -

  1,107,813 

     405,334 

                -

              -

                -

    1,513,147 

New share warrants issued

                  -

                -

                -

     302,453 

              -

                -

       302,453 

Share issue costs

                  -

                -

     (78,761)

                -

              -

                -

      (78,761)

Share options lapsed

                  -

                -

                -

                -

              -

                -

                  -

Share-based payments

                  -

                -

                -

                -

     45,942 

                -

         45,942 


31 December 2015

 (13,841,975)

  2,159,247 

 16,628,623 

     302,453 

     71,718 

   (335,690)

    4,984,376 


Independent Resources plc


Consolidated statement of cash flows


Year ended 31 December 2015



Year to 31 December 2015


Year to 31 December 2014


£


£

Cash flows from operating activities


Loss from continuing operations

   (1,812,798)


  (1,572,728)

Loss from discontinued operations

       (96,269)


  (4,907,737)


   (1,909,067)


  (6,480,465)


Adjustments for:


Depreciation of property, plant and equipment

          5,372 


       10,724 


Impairment of intangible assets and goodwill

                  -


   4,547,705 


Share of post-tax loss of equity accounted joint ventures

      156,985 


                 -


Placing costs expensed

        69,244 


                 -


Share-based payments

        45,942 


       10,813 


Warrants issued

      302,453 


                 -


Financial income

            (351)


        (2,183)


Financial expense

          3,533 


         4,394 



   (1,325,889)


  (1,909,012)

(Increase)/decrease in other receivables

     (289,826)


     218,331 

Decrease in net amounts held for disposal

     (254,517)


                 -

Increase in trade and other payables

      555,053 


       81,494 


Cash used in operations

   (1,315,179)


  (1,609,187)


Income taxes received

                  -


                 -


Net cash used in operating activities

   (1,315,179)


  (1,609,187)


Cash flows from investing activities


Interest received

             351 


         2,183 

Interest paid

         (3,533)


        (4,394)

Acquisition of equity accounted joint venture

     (294,891)


                 -

Purchase of intangible assets

       (73,013)


    (219,512)

Purchases of property, plant and equipment

         (3,486)


      (14,062)


Net cash used in investing activities

     (374,572)


    (235,785)


Cash flows from financing activities


Issue of share capital

    1,513,147 


   1,779,194 

Share issue costs

     (148,005)


    (171,430)


Net cash from financing activities

    1,365,142 


   1,607,764 


Net decrease in cash and cash equivalents

     (324,609)


    (237,208)


Cash and cash equivalents at 1 January 2015

      425,909 


     663,117 


Cash and cash equivalents at 31 December 2015

      101,300 


     425,909 



1

Basis of preparation




The company's functional currency is the Euro, and presentational currency is Great British Pounds Sterling.




The financial information has been prepared in accordance with International Financial Reporting Standards


("IFRS"), IFRIC interpretations and with those parts of the Companies Act 2006 applicable to companies preparing


their accounts under IFRS, as adopted by the European Union, and the Companies Act 2006. The financial


information has been prepared under the historical cost convention, as modified by revaluations of financial assets


and financial liabilities at fair value through the statement of comprehensive income. Details of the accounting


policies applied are set out in the financial statements for the year ended 31 December 2014 and have not


changed for the year ended 31 December 2015.




The financial information set out in this announcement does not constitute audited financial statements for the year


ended 31 December 2015. The financial information for the year ended 31 December 2014 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 but did include emphases of matter regarding the ongoing status of


the Rivara project and the ability of the company to continue as a going concern.




The financial information for the year ended 31 December 2015 is derived from the financial statements, but does not


constitute the group's financial statements. The company's auditors have reported on the statutory financial


statements for the year ended 31 December 2015 and their report is qualified, and also include emphases of matter, as follows:




Basis for qualified opinion on financial statements




The scope of our work was limited as a result of the following matter.  As disclosed in the financial statements a dispute has arisen


in relation to the operation of the joint venture arrangements relating to the group's 25 per cent. working interest in the East


Ghazalat production licence, held through Independent Resources (Egypt) Limited, in which the group holds a 50 per cent


interest (the 'Joint Venture'). After the reporting period the Joint Venture was served with notice of default in relation to cash


calls raised by North Petroleum International S.A. ("North Petroleum") the operator of East Ghazalat. The Joint Venture has


rebutted the claims from North Petroleum but the breakdown in relations has meant that operator North Petroleum has


continued to refuse to furnish financial information to allow a proper determination of licence costs and an audit of licence


revenues to be completed.  In addition, the quantum of a vendor loan note initally of $2.5 million issued by the Joint Venture


as partial consideration for the transaction remains subject to final determination in accordance with the sale and purchase


agreement. The group has been unable to engage the vendor in discussions about this issue yet. As a consequence of the


lack of access to primary accounting records we have been unable to obtain sufficient appropriate audit evidence in relation


to the group and company financial statements concerning:


• the carrying value of £137,906 of the group's investments in equity-accounted joint ventures as at 31 December 2015;


• the carrying value of £294,891 of the company's investments in equity accounted joint ventures as at 31 December 2015;


• the actual quantum of the loan note principal and interest accrued thereon by the Joint Venture at 31 December 2015; and


• the group's share of any profit or loss attributable to the group's underlying interests in the East Ghazalat licence for the


period from 1 July 2015 to 31 December 2015.




Emphasis of matter - development and exploration intangible asset




In forming our opinion on the financial statements which is not qualified in this respect, we have considered the adequacy of the


disclosures made in to the financial statements concerning the ongoing process of the appeal before the


Emilia Romagna Bologna Administrative Court in respect of the approval of the development of the Rivara project. In the event


that the group is not successful in its appeal, the expenditure capitalised in respect of this project will be subject to


impairment testing. No adjustment has been made in relation to the carrying value of this capitalised expenditure in the


financial statements of the group or the carrying value of the company's investment in and amounts recoverable from


subsidiary undertakings.




Emphasis of matter - going concern




In forming our opinion on the financial statements, which is not qualified in this respect, we have considered the adequacy of the


disclosure made in the financial statements concerning the company's ability to continue as a going concern. The


financial statements have been prepared on the going concern basis, which depends on the ability of the company to raise


funds, generate investment and/or the collection of revenues. These conditions, along with the other matters explained in


the financial statements, indicate the existence of a material uncertainty which may cast significant doubt about the company's ability


to continue as a going concern. The financial statements do not include the adjustments that would result if the company was unable.


to continue as a going concern




The financial information set out in this announcement was approved by the board on ……..




The directors do not recommend the payment of a final dividend (2014: £Nil).



 

2

Business segments

 


 


The group has adopted IFRS 8 Operating segments. Per IFRS 8, operating segments are based on internal reports

 


about components of the group, which are regularly reviewed and used by the Board of Directors being the Chief

 


Operating Decision Maker ("CODM") for strategic decision making and resource allocation, in order to allocate

 


resources to the segment and to assess its performance. The group's reportable operating segments are as follows:

 


 


a.

Parent company

 


b.

Rivara

 


c.

Ksar Hadada

 


 


The previously reported segment of Ribolla Basin CBM assets has been classified as a discontinued operation and has been

 


excluded from the analysis below.

 


 


The CODM monitors the operating results of each segment for the purpose of performance assessments and

 


making decisions on resource allocation. Performance is based on assessing progress made on projects and

 


the management of resources used. Segment assets and liabilities are presented inclusive of inter-segment

 


balances.

 


 


The group did not generate any revenue during the year to 31 December 2015 nor in the year to 31 December 2014.

 


 


Information regarding each of the operations of each reportable segment within continuing operations is included in

 


the following table.

 


 




Parent

Rivara

 Ksar Hadada

Consolidation

 Total

 




company





 




£

£

 £

 £

 £

 


Year to 31 December 2015

 


 


Interest revenue

         92,800

            7,107

                      -

         (99,556)

         351

 


Interest expense

         (5,142)

        (59,780)

                      -

           61,389

    (3,533)

 


Depreciation



           5,335

                 37

                      -

                    -

      5,372

 


Impairment of

 


intangible assets

                  -

                   -

                      -

                    -

             -

 


Income tax



                  -

                   -

                      -

                    -

             -

 


Loss before tax



  (1,938,281)

        (96,672)

           (95,412)

          317,567

(1,812,798)

 


 


Assets



    4,763,050

      6,352,843

           442,739

    (5,432,404)

6,126,228

 


Liabilities



  (1,084,119)

    (2,717,707)

      (1,054,449)

       3,692,212

 (1,164,063)

 


 


Consolidation adjustments in respect of the loss before tax includes the loss of £156,985 in relation to equity accounted

 


joint ventures.

 


 


Consolidation adjustments in respect of assets includes the loss of £156,985 in relation to equity accounted joint ventures.

 


 


Year to 31 December 2014

 


 


Interest revenue

       139,184

          12,633

                      -

       (149,634)

      2,183

 


Interest expense

                  -

        (68,168)

                      -

            63,774

             (4,394)

 


Depreciation



           2,816

                 40

                      -

                     -

               2,856

 


Impairment of

 


intangible assets

                  -

                   -

                      -

                     -

             -

 


Income tax



                  -

                   -

                      -

                     -

             -

 


Loss before tax



  (9,398,072)

       (198,236)

         (129,676)

       8,153,256

(1,572,728)

 


 


Assets



    4,378,459

      6,955,152

           374,451

     (5,459,958)

6,248,104

 


Liabilities



     (544,028)

    (3,003,712)

         (890,749)

       3,829,479

   (609,010)

 



 


The geographical split of non-current assets arises as follows:

 



 



 United

 Overseas

 Total

 



 Kingdom



 



 £

 £

 £

 


31 December 2015

 


 


Intangible assets

                      -

       5,387,018

5,387,018

 


Goodwill

                      -

                     -

             -

 


Property, plant and equipment

           11,119

                  8

        11,127

 


 


31 December 2014

 


 


Intangible assets

                      -

       5,603,152

5,603,152

 


Goodwill

                      -

                     -

             -

 


Property, plant and equipment

             12,968

                  48

        13,016

 


 

3

 


 


The group was unable to find an investment partner for the coal bed methane opportunities at Fiume Bruna and Casoni,

 


in Italy, therefore, these opportunities will no longer be pursued. As a result the directors decided, prior to 31 December 2014,

 


to significantly reduce its activities in Italy and to discontinue the activities within Independent Energy Solutions srl which

 


dealt solely with these opportunities. With Independent Energy Solutions srl classified as discontinued operations, the

 


Ribolla Basin CBM assets segment is no longer presented in the segment note. The results of Independent Energy

 


Solutions srl, incorporating consolidation adjustments, are presented below:

 


Year to 31 December 2015


Year to 31 December 2014

 


£


£

 


 


Revenue

                      -


                   -

 


Administrative expenses

          (96,272)


      (360,916)

 


 


Operating loss before impairment

          (96,272)


      (360,916)

 


 


Impairment of the historic cost and carrying value of intangible


 


assets

                      -


   (4,096,939)

 


Impairment of goodwill arising on acquisition of Independent Energy


 


Solutions srl - consolidation adjustment

                      -


      (450,766)

 


 


Operating loss after impairment

          (96,272)


   (4,908,621)

 


 


Financial income

                    3 


               884 

 


 


Financial expense

                      -


                   -

 


 


Loss on ordinary activities before taxation

          (96,269)


   (4,907,737)

 


 


Taxation

                      -


                   -

 


 


Loss for the year from discontinued operations

          (96,269)


   (4,907,737)

 


 


The major classes of assets and liabilities of  Independent Energy Solutions srl classified as held for distribution to equity

 


holders of the parent as at 31 December 2015 are as follows:

 


31 December 2015


31 December 2014

 


£


£

 


Assets

 


Intangible assets - fully impaired

                      -


                   -

 


Property, plant and equipment

                      -


            9,026 

 


Other receivables

            35,107 


          22,008 

 


Cash and cash equivalents

              8,072 


          16,649 

 


 


Assets held for distribution

            43,179 


          47,683 

 


 


Liabilities

 


Trade and other payables

          (20,968)


      (279,989)

 


 


Liabilities directly associated with the  assets held for distribution

          (20,968)


      (279,989)

 


 


Net assets directly associated with disposal group

            22,211 


      (232,306)

 


 


The net cash flows incurred by Independent Energy Solutions srl are as follows:

 


Year to 31 December 2015


Year to 31 December 2014

 


£


£

 


 


Operating

          (53,092)


          25,297 

 


Investing

                    3 


        (61,737)

 


Financing

                      -


                   -

 


 


Net cash (outflow)/inflow

          (53,089)


        (36,440)

 


 


 


Loss per share (pence)

 


Year to 31 December 2015


Year to 31 December 2014

 


 


Liabilities directly associated with the assets held for distribution

                (0.1)


             (6.3)

 


 


Liabilities directly associated with the assets held for distribution

                (0.1)


             (6.3)

 


 


Immediately before the classification of Independent Energy Solutions srl as discontinued operations, the recoverable

 


amount was estimated for certain items of property, plant and equipment and no impairment was identified. No adjustment

 


has been made to reduce the carrying amount of the assets in the disposal group to their fair value less costs to distribute.

 


 


Immediately before the classification of Independent Energy Solutions srl as discontinued operations, the recoverable

 


amount was estimated for the company's intangible assets and these were impaired in full.

 


 

4

Taxation

 


Year to 31 December 2015


Year to 31 December 2014

 


£


£

 


Tax on profit on ordinary activities

 


 


Taxation charged based on profits for the period

 


 


UK corporation tax based on the results for the period

                      -


                   -

 


 


Total tax expense in income statement

                      -


                   -

 


 


Reconciliation of the tax expense

 


 


The tax assessed for the year is different from the standard rate of corporation tax in the UK (20.25%).  The differences are

 


explained below:

 


Year to 31 December 2015


Year to 31 December 2014

 


£


£

 


 


Loss on ordinary activities before taxation

      (1,812,798)


   (1,572,728)

 


 


Loss on ordinary activities multiplied by standard rate

 


of corporation tax in the UK of 20.25% (2014: 21.5%)

        (367,092)


      (338,136)

 


 


Effects of:

 


Expenses disallowed for tax purposes

            29,283 


            2,540 

 


Deferred tax not provided - tax losses carried forward

          352,985 


        335,596 

 


 


Total current tax

            15,176 


                   -

 


 


The group has tax losses available to be carried forward in certain subsidiaries and the parent. With anticipated

 


substantial lead times for the group's projects, and the possibility that these may therefore expire before their use, it is

 


not considered appropriate to anticipate an asset value for them.

 


 


No amounts have been recognised within tax on the results of the equity accounted joint ventures.

 


 

5

Loss per share

 


 


The calculation of basic and diluted loss per share at 31 December 2015 was based on the loss attributable to ordinary

 


shareholders of £1,909,067. The weighted average number of ordinary shares outstanding during the year ending

 


31 December 2015 and the effect of the potentially dilutive ordinary shares to be issued are shown below.

 


 


Year to 31 December 2015


Year to 31 December 2014

 


 £


 £

 


 


Net loss for the year

      (1,909,067)


   (6,480,465)

 


 


Basic weighted average ordinary shares

 


in issue during the year

    178,744,458 


   77,683,625 

 


 


Diluted weighted average ordinary shares

 


in issue during the year

    178,744,458 


   77,683,625 

 


 


Loss per share (pence)




 


 


Basic

                (1.1)


             (8.3)

 


 


Diluted

                (1.1)


             (8.3)

 


 


In accordance with IAS 33 and as the average share price in the year is lower than the exercise price, the share options

 


do not have a dilutive impact on earnings per share for the year ending 31 December 2015.

 


 


Deferred shares have been excluded from the calculation of loss per share due to their nature. Please see note 9 for details

 


of their rights.

 


 

6

Goodwill (group)

 


Goodwill

 


£ 

 


31 December 2015

 


 


Cost

 


 


1 January 2015 and 31 December 2015

        450,766 

 


 


Impairment

 


 


1 January 2015

        450,766 

 


Impairment charge for the year

                   -

 


 


31 December 2015

        450,766 

 


 


Carrying amount

 


 


31 December 2015

                   -

 


 


31 December 2014

                   -

 


 


31 December 2014


 


 


Cost

 


 


1 January 2014 and 31 December 2014

        450,766 

 


 


Impairment

 


 


1 January 2014

                   -

 


Impairment charge for the year

        450,766 

 


 


31 December 2014

        450,766 

 


 


Carrying amount

 


 


31 December 2014

                   -

 


 


31 December 2013

        450,766 

 


 


The goodwill arises as a result of the acquisition of Independent Energy Solutions srl which contains the Ribolla project.

 


 


The group was unable to find an investment partner for the coal bed methane opportunities at Fiume Bruna and Casoni,

 


in Italy, therefore, these opportunities will no longer be pursued. As a result the directors have decided that the carrying

 


value of the goodwill is not recoverable and have fully provided against this.

 


 


 

7

Other intangible assets (group)

 


 


Development and exploration

 



Rivara gas

Ribolla Basin

Ksar Hadada

Total

 



storage

CBM assets

exploration


 



facility


acreage


 



£  

£  

£  

£  

 


31 December 2015

 


 


Cost

 


 


1 January 2015

   5,239,353 

     4,096,939 

     1,444,628 

   10,780,920 

 


Exchange differences

     (289,147)

     (226,100)

                   -

      (515,247)

 


Additions

                  -

                   -

          73,013 

          73,013 

 


 


31 December 2015

   4,950,206 

    3,870,839 

     1,517,641 

   10,338,686 

 


 


Impairment

 


 


1 January 2015

                  -

     4,096,939 

     1,080,829 

     5,177,768 

 


Exchange differences

                  -

      (226,100)

                   -

      (226,100)

 


Impairment charge for the year

                  -

                   -

                   -

                   -

 


 


31 December 2015

                  -

     3,870,839 

     1,080,829 

     4,951,668 

 


 


Carrying amount

 


 


31 December 2015

   4,950,206 

                   -

        436,812 

     5,387,018 

 


 


31 December 2014

   5,239,353 

                   -

        363,799 

     5,603,152 

 


 


31 December 2014


 


 


Cost

 


 


1 January 2014

   5,584,997 

     4,316,859 

     1,307,337 

   11,209,193 

 


Exchange differences

     (365,374)

      (282,411)

                   -

      (647,785)

 


Additions

        19,730 

          62,491 

        137,291 

        219,512 

 


 


31 December 2014

   5,239,353 

    4,096,939 

     1,444,628 

   10,780,920 

 


 


Impairment

 


 


1 January 2014

                  -

                   -

     1,080,829 

     1,080,829 

 


Impairment charge for the period

                  -

     4,096,939 

                   -

     4,096,939 

 


 


31 December 2014

                  -

     4,096,939 

     1,080,829 

     5,177,768 

 


 


Carrying amount

 


 


31 December 2014

   5,239,353 

                   -

        363,799 

     5,603,152 

 


 


31 December 2013

   5,584,997 

     4,316,859 

        226,508 

   10,128,364 

 


 


The primary intangible assets are all internally generated.

 


 


For the purpose of impairment testing of intangible assets, recoverable amounts have been determined based

 


upon the value in use of the group's three projects.

 


 


Ribolla Basin CBM assets

 


 


The group was unable to find an investment partner for the coal bed methane opportunities at Fiume Bruna and Casoni,

 


in Italy, therefore, these opportunities will no longer be pursued. As a result the directors have decided that the carrying

 


value of the intangible asset is not recoverable and have fully provided against this.

 


 


Rivara gas storage facility

 


 


Despite the expected delay, a review of the latest management information and projections shows a net present value

 


significantly in excess of assets and liabilities relating to the project. The main assumptions indicate that no significant 

 


change has arisen on these calculations which would materially impact on the group.

 


 


The continuing analysis and testing of technical data continues to indicate that the project is feasible.

 


 


The group continues to work towards, and is confident of, obtaining all the necessary approvals from regulatory

 


authorities. The group anticipates being able to raise the necessary finance to continue to develop the project.

 


 


Value in use

 


 


Value in use has been calculated separately for the group's Rivara gas storage facility. Cash flows are projected for

 


the periods up to the date that the project is expected to become commercially operational and from then until

 


operations are expected to cease, based upon management's expectations. These dates depend on a number of variables,

 


including the project's technical feasibility, regulatory approval, forecast revenue prices and the associated development

 


and operational costs.

 


 


The project is expected to generate revenue after five to nine years and to continue doing so for a further 35

 


years. The directors consider that projections calculated for a period greater than five years are justified as the

 


project is still in a development stage.

 


 


Key assumptions used in value in use calculations

 


 


The key assumptions used in the value in use calculations for the intangible assets are the expected storage and

 


useable capacity of the Rivara project, costs of plant and infrastructure, expected revenue prices (specifically gas

 


prices), expected operational costs, appropriate discount rates and foreign exchange rates.

 


 


Management's assessment of the technical and commercial viability of the project is supported by the evaluation work

 


undertaken by appropriately qualified persons.

 


 


Management has assessed the project's individual net present values and thereby impairment on a variety of

 


bases and assumptions using, where appropriate, a number of discount rates.  The impairment tests are

 


particularly sensitive to changes in the key assumptions, and changes to these assumptions could result in

 


impairment; however, all of the varying bases indicate a net present value significantly in excess of the value of

 


the intangible assets.

 


 


Foreign exchange rates have been based on external market forecasts, after considering long-term market

 


expectations and the countries in which the group operates.

 


 


The key assumptions used in the value in use calculations are as follows:

 


 


Assumption


Sensitivity

 


factor *

 


 


Rivara gas storage facility:

 


 


Growth rate

2.0%


+568.29%

 


Discount rate

7.0%


+103.69%

 


Capital expenditure

-


185.89%

 


 


The growth rates are considered to cover increases resulting from inflation and regulatory changes.

 


 


* The sensitivity factor is the percentage change in each specific assumption which would, on its own, result in the net present

 


value equal to the carrying value of the intangible asset in the accounts.

 


 


The discount rates used vary depending on the nature of the projects and the anticipated stability and longevity of expected

 


cash flows.

 


 


Potential impairment of the Rivara project

 


 


The Group holds a 100% interest in Rivara Gas Storage srl. Intangible assets include an amount of £4,950,000 with

 


respect to project expenditure. The regional council, Regione Emilia Romagna, where the project is located is currently

 


denying authorisation for project development. However authorisation has been granted by the national government. As a

 


result Rivara Gas Storage srl has appealed against this decision to the Emilia Romogna Bologna Administrative Court

 


and this appeal is due to be heard in the second half of 2015.

 


 


In the event that Rivara Gas Storage srl's appeal was to be unsuccessful, there may be an indication of impairment of the

 


capitalised expenditure which could significantly reduce the carrying value of this asset.

 


 

8

Investments in equity-accounted joint ventures

 


Year to 31 December 2015

 


£ 

 


Cost

 


 


1 January 2015

                   -

 


Additions in year

       294,891 

 


Impairment

                  -

 


 


Cost at 31 December 2015

       294,891 

 


 


Share of post-tax losses of equity accounted joint ventures

     (156,985)

 


 


Carrying value at 31 December 2015

       137,906

 


 


The group has a 50 per cent. interest in Independent Resources (Egypt) Limited a company incorporated in England &

 


Wales, whose purpose is to invest in the oil and gas exploration and production activities in the Arab Republic of Egypt.

 


The other shareholder in Independent Resources (Egypt) Limited (the "Joint Venture") is Nostra Terra Oil and Gas

 


Company plc ("Nostra Terra") a UK resident company whose shares are traded on the AIM market of the London Stock

 


Exchange.

 


 


In determining the group and company's investment in the equity accounted joint venture, the directors have considered the

 


following relevant circumstances:

 


 


In October 2015 the Joint Venture acquired a 50 per cent. working interest in the East Ghazalat production licence located

 


in the Western Desert, Egypt from TransGlobe Energy Corporation through the acquisition of the entire share capital of

 


Trans Globe (GOS) Inc. a wholly-owned subsidiary of TransGlobe Energy Corporation ("TransGlobe).  In December 2015,

 


the name of the acquired company was changed to Sahara Resources (GOS) Inc.

 


 


The total consideration for the transaction was $3.5 million of which $2.5 million has been deferred as a vendor loan

 


repayable by the Joint Venture on 30 September 2017. The loan note accrues interest at 10 per cent annum on the

 


principal sum, payable semi-annually. Nostra Terra and Independent Resources plc are joint and severally liable for the

 


repayment of the loan note.

 


 


The final loan note principal and semi-annual interest payable to Trans Globe thereon remain subject to final determination

 


in accordance with completion working capital adjustment provisions in the sale and purchase agreement. The principal of

 


the loan note is to be adjusted by the net working capital of Sahara Resources (GOS) Inc. at legal completion.

 


 


At 31 December 2015 the loan note principal has been recorded based on Trans Globe's initial assessment of working

 


capital at completion and interest on this estimated loan note principal has been accrued up to 31 December 2015.

 


 


The loan note principal and interest payable thereon may therefore change during 2016 when the working capital

 


adjustment is finalised.

 


 


The US dollar denominated loan liability all to TransGlobe has been retranslated at prevailing year-end exchange rates. 

 


 


As a non-monetary long-term asset, the consideration for acquiring the share capital of Trans Globe GOS Inc. has been

 


recorded at the prevailing exchange rate at the time of completion of the acquisition but has not been retranslated at the

 


prevailing year-end exchange rate.

 


 


In January 2016 the Joint Venture was served with notice of default in relation to cash calls raised by North Petroleum

 


International S.A. ("North Petroleum") the operator of East Ghazalat.

 


 


The Joint Venture has rebutted the claims from North Petroleum but the current breakdown in relations has meant that

 


operator North Petroleum has been unwilling to furnish financial information to allow a proper determination of licence costs

 


and an audit of licence revenues to be completed. 

 


 


In light of this lack of access to primary accounting records the results of the Joint Venture for the year ended 31

 


December 2015 reflect the investment in Sahara Resources GOS Inc. at historical cost and the loan note consideration

 


payable to Trans Globe and the accrued costs of completing the related acquisition but do not consolidate any share of

 


profits or losses attributable to Sahara Resources GOS Inc. underlying interests in the East Ghazalat licence for the period

 


since 1 July 2015, the effective date of the transaction.

 


 


The current liabilities of the Joint Venture at 31 December 2015 primarily reflects amounts due to Independent Resources

 


plc in respect of costs incurred by it to third parties in relation to the acquisition by the Joint Venture of Sahara Resources

 


GOS Inc.

 


 


Summarised financial information in relation to the joint venture is presented below:

 


31 December 2015


31 December 2014

 


£ 


£ 

 


As at 31 December




 


 


Current assets

                      1


                  1

 


Non-current assets

         2,303,201


                   -

 


Current liabilities

         (266,124)


                   -

 


Non-current liabilities

      (2,286,990)


                   -

 


 


Included in the above amounts are:



 


Cash and cash equivalents

                      -


                   -

 


Current financial liabilities (excluding trade payables)

         (266,124)


                   -

 


Non-current financial liabilities (excluding trade payables)

      (2,286,990)


                   -

 


 


Net assets (100%)

         (249,912)


                  1

 


Group share of net assets (50%)

         (124,956)


                  1

 


 


Year ended 31 December



 


 


Revenues

                      -


                   -

 


 


Loss from continuing operations

         (313,969)


                   -

 


 


Total comprehensive loss (100%)

         (313,969)


                   -

 


Group share of total comprehensive loss (50%)

         (156,985)


                   -

 


 


Included in the above amounts are:



 


Depreciation and amortisation

                      -


                   -

 


Interest income

                      -


                   -

 


Interest expense

             36,277


                   -

 


Income tax expense

                     -


                   -

 



 

9

Share capital

 



31 December 2015


31 December 2014

 



£ 


£ 

 


Issued, called up and fully paid

 


335,924,701 0.1p (2014: 105,143,330 1p)

 


ordinary shares


 


 


1 January 2015


       1,051,434 


         458,369 

 


Equity shares issued


       2,931,135 


         593,065 

 


Sub-division of capital


      (1,823,322)


                    -

 


 


31 December 2015


       2,159,247 


      1,051,434 

 


 


The holders of 0.01p ordinary shares are entitled to receive dividends from time to time and are entitled to one vote per

 


share at meetings of the company.

 


 


In addition to the 0.01p ordinary shares detailed above on 16 November 2015 as part of a capital reorganisation 202,591,368

 


deferred shares with a nominal value of 0.9p were created. The deferred shares have no value or voting rights and the

 


shareholders were not issued with a share certificate, nor are they listed on AIM. These shares remain issued, called up and

 


fully paid at the year end.

 


 


Further shares issued and the sub-division of capital during the year was as follows:

 


 


Date

Shares

Price

 


 


Shares issued

08/05/2015

        18,400,000 

1p

 


Shares issued

27/05/2015

        61,600,000 

1p

 


Shares issued

28/07/2015

        17,448,038 

1p

 


Sub-division of capital

16/11/2015

      202,591,368 

1p to 0.1p

 


Shares issued

16/11/2015

      133,333,333 

0.6p

 



 


 

10

Share premium account

 



31 December 2015


31 December 2014

 



£ 


£ 

 


 


1 January 2015


      16,302,050 


     15,287,351 

 


Premium arising on issue of equity shares


          405,334 


      1,186,129 

 


Transaction costs


          (78,761)


       (171,430)

 


 


31 December 2015


      16,628,623 


     16,302,050 

 


11

Share-based payments



(a) Share Options



The share option scheme, which was adopted by the company on 25 November 2005, was established to reward and incentivise


the executive management team for delivering share price growth. The share option scheme is administered by the Remuneration


Committee.



On 4 March 2013 the company issued 200,000 share options to W G Coleman upon his appointment to the board


as chief executive officer.


On 10 October 2014 the company issued 4,205,734 share options in total to the directors, key management


personnel and their service companies as follows:



Individual

Number of options granted




W G Coleman (director)

          2,628,583



O P T Franks (director)

             525,717



F P McCole (key management personnel)

             525,717



Rocky Mountain Limited (company controlled




by B Hepp, key management personnel)

             525,717




          4,205,734




On 27 February 2015, the company issued 1,050,000 share options to non-director and non-key management personnel.



Details of the tranches of share options outstanding at the year end are as follows:



Date of grant

01/01/2015

Issued/

31/12/2015

Date from which

Lapse

Exercise



Number of

lapsed in

Number of

options may be

date

Price per



options

the year

options

first exercised


option










04/03/2013

200,000

               -

200,000

04/03/2013

03/03/2023

1p


10/10/2014

4,205,734

  -

4,205,734

10/10/2015

10/10/2024

3p


27/02/2015

               -

1,050,000

1,050,000

27/02/2016

27/02/2025

3p



The options outstanding at the end of the year have a weighted average remaining contractual life of 1 year for the options


issued on 4 March 2013, 1.75 years for the options issued on 10 October 2014, and 2.17 years for the options issued on


27 February 2015.



The fair values of the options granted on 4 March 2013 were calculated using the Black-Scholes option pricing model. The


inputs into the model were as follows:



Weighted average share price

10.62p




Weighted average exercise price

1p




Expected volatility

92.00%




Expected life

10 years




Risk free rate

2.10%




Expected dividend yield

Nil





The fair values of the options granted on 10 October 2014 were calculated using the Black-Scholes option pricing model.


The inputs into the model were as follows:



Weighted average share price

2.12p




Weighted average exercise price

3p




Expected volatility

85.00%




Expected life

10 years




Risk free rate

2.22%




Expected dividend yield

Nil





The average fair value of share options granted in the year was 1.716p each.



The outstanding share options are not subject to any share-performance related vesting conditions but vesting is conditional


upon continuity of service.



The expected volatility was determined with reference to the company's share price since it was admitted for trading on AIM


in December 2005. The expected life used in the model has been adjusted, based on management's best estimate, for the


effects of non-transferability, exercise restrictions and behavioural considerations.



The fair values of the options granted on 27 February 2015 were calculated using the Black-Scholes option pricing model.


The inputs into the model were as follows:



Weighted average share price

1.62p




Weighted average exercise price

3p




Expected volatility

87.00%




Expected life

10 years




Risk free rate

1.73%




Expected dividend yield

Nil





The average fair value of share options granted in the year was 1.28p each.



The outstanding share options are not subject to any share-performance related vesting conditions but vesting is conditional


upon continuity of service.



The expected volatility was determined with reference to the company's share price since it was admitted for trading on AIM


in December 2005. The expected life used in the model has been adjusted, based on management's best estimate, for the


effects of non-transferability, exercise restrictions and behavioural considerations.



The group recognised total expenses of £45,942 (2014: £10,813) related to equity-settled, share-based payment transactions


relating to share options during the year.



A deferred taxation asset has not been recognised in relation to the charge for share-based payments due to the availability


of tax losses available to be carried forward.



(b) Warrants over ordinary shares



The company issued warrants over ordinary shares to the company to subscribers of new ordinary shares and as fundraising


commission in respect of equity fundraisings completed during the year to 31 December 2015.



On 8 May 2015 the company issued warrants to subscribe for 9,200,000 ordinary shares at an exercise price of 1.50p.


On 8 May 2015 the company issued warrants to subscribe for 4,000,000 ordinary shares at an exercise price of 1.20p.


On 28 May 2015 the company issued warrants to subscribe for 30,800,000 ordinary shares at an exercise price of 1.50p.


On 21 July 2015 the company issued warrants to subscribe for 8,724,019 ordinary shares at an exercise price of 1.50p.


On 18 November 2015 the company issued warrants to subscribe for 133,333.333 ordinary shares at an exercise price of 1.00p.


On 18 November 2015 the company issued warrants to subscribe for 6,000,000 ordinary shares at an exercise price of 0.72p.



Details of the tranches of warrants outstanding at the year-end are as follows:



Date of issue

01/01/2015

Issued/

31/12/2015

Date from which

Lapse

Exercise



Number of

lapsed in

Number of

warrants may be

date

price of



warrants

the year

warrants

first exercised


warrants



08/05/2015

              -

                -

9,200,000

08/05/2015

28/05/2017

1.50p


08/05/2015

              -

                -

4,000,000

08/05/2015

28/05/2018

1.20p


28/05/2015

              -

                -

30,800,000

28/05/2015

28/05/2017

1.50p


21/07/2015

              -

                -

8,724,019

21/07/2015

28/05/2017

1.50p


16/11/2015

              -

                -

133,333,333

16/11/2015

18/11/2017

1.00p


16/11/2015

              -

                -

6,000,000

16/11/2015

18/11/2018

0.72p



A charge to the profit and loss account has been taken in compliance with IFRS2 in respect of the fair value of warrants


issued to brokers in relation to fundraising services provided as set out below:



The fair value of the 1.20p warrants issued on 8 May 2015 was calculated using the Black-Scholes option pricing model.


The inputs into the model were as follows:



Weighted average share price

1.05p




Weighted average exercise price

1.20p




Expected volatility

88.00%




Expected life

3 years




Risk free rate

1.93%




Expected dividend yield

Nil





The average fair value of warrants granted was 0.57p each.



The fair value of the 0.72p warrants issued on 18 November 2015 was calculated using the Black-Scholes option pricing


model. The inputs into the model were as follows:



Weighted average share price

0.60p




Weighted average exercise price

0.72p




Expected volatility

85.00%




Expected life

3 years




Risk free rate

1.95%




Expected dividend yield

Nil





The average fair value of warrants granted was 0.31p each.



The group recognised total expenses of £5,686 (2014: £Nil) related to equity-settled, share-based payment transactions


relating to warrants over ordinary shares during the year.



A deferred taxation asset has not been recognised in relation to the charge for share-based payments due to the availability


of tax losses available to be carried forward.

 


This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
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