Final Results

Nostra Terra Oil and Gas Company plc ('NTOG' or the 'Company') Final Results for the period ended 31 December 2007 30 June 2008 Chairman's Statement It is a great pleasure to present our first annual report and accounts since the acquisition of Nostra Terra (Overseas) Limited and re-Admission of the ordinary shares on the AIM market of the London Stock Exchange ('AIM') in July 2007. It was a challenging and exciting period and one of significant progress for the Company. Our activities over the past year have laid the foundation for our future success. Following admission the Company had issued share capital of 301,876,472 ordinary shares and held approximately £500,000 in liquid resources to meet working capital commitments and transaction expenses. During period the Company issued a further 40,000,000 shares to Power Elite Trading Inc. under its standby put/call credit agreement at 0.5 pence per share while recently we announced the issue of a further 53,333,333 shares to investors at 0.75 pence per share. The results for the 12 months to 31 December 2007 show a loss of £382,000 or 0.2 pence per share. Such loss is entirely a reflection of our expenditure in the period on progressing with the opening up of our wells. A detailed account on activities undertaken and progress made during 2007 is contained in the Chief Executive's report. We expect 2008 to be a year in which we will record substantial progress in the development of the Oktyabroske field. Simply put, our mission is to develop the Oktyabrskoe licence to its full potential and by extension, to develop Nostra Terra Oil and Gas Company plc into a successful, independent oil and gas businesses in the Ukraine. Ongoing production from Well 1 combined with recent results from Well 24 have underscored our confidence in this project and I look forward to updating shareholders further as the year progresses. Sir Adrian Blennerhassett Chairman Chief Executive Officer's Statement The Oktyabroskoe Licence The licence area contains two reservoir horizons- the Necomian and the Cenomianian, at depths of 1700 metres and 2,800 metres respectively. The licenxe area covers 154 square kilometres and contains 36 wells (19 in the Oktyabroskoe field and 17 in the West Oktyabroskoe Field). We believe that these wells were drilled by the exploration arm of the USSR between 1960 and 1991 and were subsequently capped prior to the break-up of the USSR. These wells were never placed on production because the field was never transferred to the production department of the USSR. The wells were subsequently shut in for safety and environmental reasons and have remained in that state up until today. The Company is in the process of re-entering and developing a selection of the wells using modern equipment and production techniques. Following its admission to AIM, the Company commenced its work program on the licence area. Nostra Terra's initial objective is to re-open and develop 4 wells for the production of oil in the Oktyabrskoe licence area. Geological data had indicated that well #24 in this particular group offered interesting potential. Old geophysical data indicated a zone that had produced 17 cubic metres per day. Work commenced on this site in early September 2007. All-weather roads and electricity were completed and surface plumbing installed. The re-opening process commenced in October and involved the removal of a series of four cement plugs. Plugs were put in place at each level where the well bore had been perforated. We encountered some debris in the well bore and it took several weeks to remove. As reported earlier this year, this exercise not only confirmed the reservoir horizons identified in the original Soviet surveys, but also a second potential five metre pay zone one metre above the target pay zone at 1686 metres. Water tables were also encountered and further work was required to isolate these areas through the installation of a packer at 1650 metres. We are very pleased with these early results which appear to underscore the earlier Soviet analysis and the interpretation by Trimble Engineering Associates Limited, who prepared the CPR contained in the Company's AIM admission document. We anticipate that actual production from this well should commence shortly and we expect to update shareholders on progress over the coming weeks. In February, the Company took back well #1 into the Joint Venture Agreement. As we have reported, this well continues to produce oil from natural pressure only at a rate of 13 bbls /day, which is being sold into the Ukrainian market. Production analysis shows actual oil production at flow rates as anticipated in the admission document and we expect to conduct further analysis in the coming months to determine the optimum strategy for this asset. Looking forward to the immediate future, Nostra Terra's intention is to migrate operations across to well #10 - which is located some 400 metres away. Well #10 should have very similar geophysics and we expect a similar level of production to Well #24. Well #10 has never been perforated and consequently has only the large surface plug which needs to be removed. Work on well #10 will begin as soon as production has been stabilised from well #24. Although work in the Ukraine has progressed more slowly than we had anticipated, we have gained useful experience over the last 10 months and we expect to be able to manage this process in a more timely manner going forward. Further out we will turn our attention to the West Oktyabrskoe field which is rich in condensate and natural gas. In summary, while work has progressed more slowly than we had hoped for, all major difficulties have been overcome. Additionally, our work thus far has confirmed all assumptions regarding the productivity of well #24. We are now confident that well #24 will prove to be a success. In short, our field activities can be described as slower and more costly, but heading in the direction of producing a significantly better result than planned. Our relationship with our joint venture partner Nak Nadra Krymgeologia remains positive and as we gain experience working together we anticipate improved results over the remainder of the work plan. Brian Courtney Chief Executive Officer For further information, please contact: Nostra Terra Oil and Gas Brian Courtney 001-905-842-8543 Company plc Chief Executive bcourtney@ntog.co.uk www.ntog.co.uk Officer Stephen Oakes +44 (0)7867 528 108 Non-executive Director Blomfield Corporate Alan MacKenzie +44 (0)20 7489 4500 Finance Limited Nick Harriss Biddicks Shane Dolan +44 (0)20 7448 1000 Consolidated Income Statement for the period ended 31 December 2007 11 Months to Year ended 31 December 31 January 2007 2007 Notes £000 £000 Revenue 30 1 Cost of sales (16) - ________ ________ GROSS PROFIT 14 1 Administrative expenses (362) (77) ________ ________ OPERATING LOSS 4 (348) (76) Finance costs (32) - Finance income 5 4 ________ ________ LOSS BEFORE TAX (375) (72) Tax expense 5 (7) - ________ ________ LOSS FOR THE PERIOD (382) (72) ======== ======== Attributable to: Equity holders of the Company (382) (72) ======== ======== Earnings per share expressed in pence per share: Basic and diluted (pence) 6 0.20 0.12 ________ ________ Included above is the loss of the subsidiary since the date of acquisition: 2007 £000 Subsidiary Nostra Terra Overseas Limited (122) Below are the combined revenues and profit of the enlarged Group from 1 January 2007 to 31 December 2007: 2007 £000 Revenue 30 Loss for the period 122 Consolidated Statement of Changes in Equity for the period ended 31 December 2007 Share Share Accumu- Total Capital Premium lated deficit £000 £000 £000 £000 As at 1 February 2006 63 170 (38) 195 Shares issued - - - - Loss after tax for - (3) (72) (75) the year ________ ________ ________ ________ As at 31 January 2007 63 167 (110) 120 Shares issued 283 3,339 - 3,622 Loss after tax for - - (382) (382) the period Equity to be issued - - - - ________ ________ ________ ________ As at 31 December 2007 346 3,506 (492) 3,360 ________ ________ ________ ________ Share capital is the amount subscribed for share at nominal value. Accumulated deficit represents the cumulative losses of the Company attributable to equity shareholders. Share premium represents the excess of the amount subscribed for share capital over the nominal value of those shares net of share issue expenses. Share issue expenses in the year comprise costs incurred in respect of the issue of new shares on the London Stock Exchange's AIM market. Consolidated Balance Sheet 31 December 2007 31 December 31 January 2007 2007 Notes £000 £000 ASSETS NON-CURRENT ASSETS Goodwill 7 4,211 - Intangibles 8 510 - Property, plant and equipment 76 - ________ ________ 4,797 - CURRENT ASSETS Trade and other receivables 193 2 Cash and cash equivalents 153 151 ________ ________ 346 153 LIABILITIES CURRENT LIABILITIES Trade and other payables 9 296 33 Tax payable 7 - ________ ________ 303 33 ________ ________ NET CURRENT ASSETS 43 120 ________ ________ NON-CURRENT LIABILTIIES Financial liabilities - borrowings Interest bearing loans and 10 1,480 - borrowings ________ ________ NET ASSETS 3,360 120 ======== ======== EQUITY AND RESERVES Called up share capital 11 346 63 Share premium 12 3,506 167 Retained earnings 12 (492) (110) ________ ________ 3,360 120 ======== ======== Consolidated Cash Flow Statement for the period ended 31 December 2007 11 Months to Year ended 31 December 31 January 2007 2007 Notes £000 £000 Cash flows from operating activities Cash generated/(consumed) by operations 1 123 (46) Finance costs (32) - ________ ________ Net cash from operating activities 91 (46) Cash flows from investing activities Purchase of intangibles (510) - Purchase of plant and equipment (76) - Acquisition of subsidiaries (203) - Interest received 5 4 ________ ________ Net cash from investing activities (784) 4 ________ ________ Cash flows from financing activities Issue of new shares 695 (3) ________ ________ Net cash from financing activities 695 (3) ________ ________ Increase/(Decrease) in cash and cash equivalents 2 (45) Cash and cash equivalents at beginning of period 151 196 ________ ________ Cash and cash equivalents at end of period 153 151 ======== ======== Represented by: Cash at bank 153 151 ======== ======== Notes to the Group Cash Flow Statement for the period ended 31 December 2007 1 RECONCILIATION OF OPERATING PROFIT TO CASH GENERATED FROM OPERATIONS 11 Months to Year ended 31 December 31 January 2007 2007 £000 £000 Operating loss for the period (348) (76) ________ ________ Operating cash flows before movements in working capital (348) (76) Decrease in receivables 246 4 Increase in payables 225 26 ________ ________ Cash generated from operations 123 (46) ======== ======== Notes to the Preliminary Financial Information for the period ended 31 December 2007 GENERAL INFORMATION Nostra Terra Oil and Gas Company plc is a company incorporated in England and Wales and quoted on the AIM market of the London Stock Exchange. The address of the registered office is disclosed on page 1 of the financial statements. The principal activity of the Group is described on page 5. The Company changed to its present name on 19 July 2007 upon the successful acquisition of Nostra Terra (Overseas) Limited. The financial information set out in this announcement does not constitute the company's statutory accounts. Statutory accounts for the year ended 31 December 2007 will be delivered to the registrar of Companies on 30 June 2008. The report of the auditors on the statutory accounts for the year ended 31 December 2007 was unqualified and did not contain a reference to any matters which the auditor drew attention by way of emphasis without qualifying the report and did not contain a statement under section 498 (2) or section 498 (3) of the Companies Act 2006. Statutory accounts for the year ended 31 December 2007 will be sent out to shareholders on 30 June 2008 and will be available on the Company's website (www.ntog.co.uk) from this date. 1. ACCOUNTING POLICIES Basis of preparation These financial statements have been prepared in accordance with International Financial Reporting Standards and IFRIC interpretations issued by the International Accounting Standards Board (IASB) as adopted by the European Union and with those parts of the Companies Act 1985 applicable to companies reporting under IFRS. The financial statements have been prepared under the historical cost convention. The Group's ?nancial statements were prepared in accordance with United Kingdom Generally Accepted Accounting Principles (GAAP) until 31 January 2007. UK GAAP differs in some areas from IFRS. In preparing the Group and Company ?nancial statements, management has considered certain accounting, valuation and consolidation methods applied in the UK GAAP ?nancial statements to comply with IFRS. The comparative ?gures in respect of 2007 were restated to re?ect these adjustments, except as described in the accounting policies. Reconciliations and descriptions of the effect of the transition from GAAP to IFRS on the Group's equity and its net income and cash ?ows are provided in Note 24. Taxation The tax expense represents the sum of the tax currently payable and deferred tax. The tax currently payable is based on the taxable profit for the year. Taxable profit differed from net profit as reported in the income statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The entity's liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the balance sheet date. Deferred tax Deferred income tax is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements. However, the deferred income tax is not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss. Deferred income tax is determined using tax rates (and laws) that have been enacted or substantially enacted by the balance sheet date and are expected to apply when the related deferred income tax asset is realised or the deferred income tax liability is settled. Deferred income tax assets are recognised to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilised. 2. SEGMENTAL ANALYSIS In the opinion of the directors, the operations of the Group comprise one class of business, being oil and gas exploration, development and production and the sale of hydrocarbons and related activities; and in only one geographical area, the Ukraine. The revenues in 2007 derive from fees charged . 3. EMPLOYEES AND DIRECTORS 11 Months to Year ended 31 December 31 January 2007 2007 £000 £000 Wages and salaries 20 - Social security costs 117 - ________ ________ 137 - ________ ________ The average monthly number of employees (including directors) during the year was as follows: Number Number Directors 5 3 Operations 4 - ________ ________ 9 3 £000 £000 Directors' fees 117 - ________ ________ 4. OPERATING PROFIT FOR THE PERIOD The operating profit for the period is stated after charging/(crediting): 11 Months to Year ended 31 December 31 January 2007 2007 £000 £000 Auditors' remuneration 15 6 Non -audit fees - Corporate finance services 80 19 Foreign exchange differences 10 - ======== ======== The analysis of administrative expenses in the consolidated income statement by nature of expense: 11 Months Year ended to 31 December 31 January 2007 2007 £000 £000 Employment costs 20 - Directors fees 117 - Consultancy fees 14 - Travelling and entertaining 14 - Legal and Professional Fees 81 - Establishment costs 38 64 Other expenses 66 13 ________ ________ 362 77 ======== ======== 5. INCOME TAX EXPENSE The tax charge on the profit for the year was as follows: 11 months to Year ended 31 31 December January 2007 2007 £000 £000 Current tax: Corporation tax - - Overseas Corporation tax 7 - ________ ________ Total 7 - ======== ======== Loss before tax (375) (72) ======== ======== Loss on ordinary activities before (112) (22) taxation multiplied by standard rate of UK corporation tax of 30% (2007 - 30%) Effects of: Non deductible expenses 30 - Other tax adjustments 82 22 Foreign tax 7 - ________ ________ 119 - ________ ________ Current tax charge 7 - ======== ======== At 31 December 2007 the Group had excess management expenses to carry forward of £369,500 (31 January 2007 - £111,000) and trading losses of £185,000. The deferred tax asset on these tax losses of £150,000 (31 January 2007 - £21,000) has not been recognised due to the uncertainty of recovery. 6.EARNINGS PER SHARE The calculation of earnings per ordinary share is based on earnings after tax and the weighted average number of ordinary shares in issue during the year. For diluted earnings per share, the weighted average number of ordinary shares in issue is adjusted to assume conversion of all dilutive potential ordinary shares. The Group has two classes of dilutive potential ordinary shares being those share options granted to employees and suppliers where the exercise price is less than the average market price of the Group's ordinary shares during the year and Convertible loans. Details of the adjusted earnings per share are set out below: 11 Months to Year ended 31 December 31 January 2007 2007 £000 £000 Basic EPS Earnings attributable to ordinary shareholders (£) (382) (72) Weighted average number of shares 191,848,170 62,750,000 Weighted average number of shares on diluted basis 146,379,299 110,893,607 ________ ________ Basic and diluted EPS (pence) 0.20 0.12 ======== ======== 7. GOODWILL Group £000 COST Additions 4,211 ________ At 31 December 2007 4,211 ________ CARRYING AMOUNT At 31 December 2007 4,211 ======== At 31 January 2007 - ======== Goodwill additions in 2007 arose on the acquisition of Nostra Terra (Overseas) Limited. The Group assesses at each reporting date whether there is an indication that the goodwill may be impaired, by considering the net present value of discounted cash flows forecasts. If an indication exists an impairment review is carried out. At the year end, there was no indication of impairment of the value of goodwill. The fair value of consideration and net assets acquired for Nostra Terra (Overseas) Limited is as follows: £000 Investments Consideration -Loan notes 1,279 Consideration - shares 2,927 Legal and professional fees 203 ________ 4,409 ======== Fair value of net assets acquired Receivables 437 Payables (239) ________ Net liabilities 198 ________ Goodwill 4,211 ======== 8. INTANGIBLES Group Totals £000 COST Additions 510 ________ At 31 December 2007 510 ________ AMORTISATION Amortisation for the period - ________ At 31 December 2007 - ________ CARRYING VALUE At 31 December 2007 510 ======== At 31 January 2007 - ======== Exploration and evaluation assets are assessed for impairment when circumstances suggest that the carrying value may exceed its recoverable value. The intangible asset above represents the purchase of 25% interest in the Oktyabroske field Licence for US1,012,500 from Anglo Crimean Oil Company, the vendor of Nostra Terra (Overseas) Limited. Oktyabroske field Licence An agreement between the State Geological Enterprise Krymgeologia' and the Nostra Terra (Overseas) Limited representation dated 27 January 2001, as amended pursuant to which the parties agreed jointly to explore and exploit the hydrocarbon fields included in the Tatyanovskoe Licence, Oktyabrskoe Licence and Kovylnenskaya Licence (together the 'Licences') including drilling of new wells as well as completion of wells, along with production, transportation and sale by both parties. The Joint activity arrangement is managed by a management committee, which approves the work programme and budgets. Fulfilment of the programme is to be subcontracted to Krymgeologia and the financing provided by the representation. The parties have the right to obtain their share of the production either in natural or in monetary form. Earnings derived from the hydrocarbons extracted under the license(s), after payment of taxes and all other fees, are to be used sixty per cent. to recover the capital expenses of the Representative and Krymgeologia in proportion to their investment; and the remaining forty per cent. to be distributed before recovery of capital expenses as seventy per cent. to the Representative and thirty per cent. to Krymgeologia and after recovery sixty per cent. to the Representative and forty per cent. to Krymgeologia. The JAA is for the term of 25 years from the date of execution on 27 January 2001. 9. TRADE AND OTHER PAYABLES Group Company 31 December 31 January 31 December 31 January 2007 2007 2007 2007 £000 £000 £000 £000 Current: Trade payables 175 - 175 - Social security and other taxes 7 - - - Accruals and deferred income 115 33 107 33 Other payables 6 - 6 - _____________________________________ 303 33 288 33 _____________________________________ Trade payables and accruals principally comprise amounts outstanding for trade purchases and ongoing expenses. The directors consider that the carrying amount of trade and other payables approximates their fair value. 10. FINANCIAL LIABILITIES - BORROWINGS Maturity of the borrowings is as follows: Group Company 31 31 31 31 December January December January 2007 2007 2007 2007 £000 £000 £000 £000 Repayable within one year on demand - - - - ___________________________________ - - - - Repayable between one and five years: Loan notes 1,480 - 1,204 - ___________________________________ 1,480 - 1,204 - =================================== On 25 June 2007 the Company issued pursuant to the Share Purchase Agreement a promissory note in the sum of US$1,838,928 to be issued to the Vendors of Nostra Terra (Overseas) Limited. The Company will be obliged to repay the sums due under the terms of the promissory note quarterly in arrears based on the group's cashflow from all of its Wells which have been producing for at least 30 days for the most recently completed quarter. No repayments shall be made until the net income from such Wells exceeds US$225,000 for the relevant quarter. On 25 June 2007 the Company issued £327,679.38 of zero coupon Creditors Convertible Loan Stock 2008 to the Nostra Terra (Overseas) Limited Vendors. The principal amount of the Creditors Convertible Loan Stock is convertible at the rate of one Ordinary Share for each 2p of the principal amount of the Stock in the period to 25 June 2008. The stock is to be repaid on or before 31 December 2008. The Company may give notice at any time to convert any stock at 120 per cent. of its nominal value. On 25 June 2007 the Company issued £88,483 of zero coupon Creditors Non- convertible Loan Stock 2008, to be issued to the Vendor under the Acquisition Agreement. The Redeemable Loan Stock may be redeemed at any time by the Company and is repayable on or before 31 December 2008. Loan notes issued by Nostra Terra (Overseas) Limited On 25 May 2007 a promissory note was issued in the sum of US$436,460 which bears interest at 4.9% per annum. Repayment of the sums due under the terms of this promissory note is to be quarterly in arrears based on cashflow from the group's Wells which have been producing for at least 30 days for the most recently completed quarter. No repayments shall be made until the net income from such Wells exceeds US$225,000 for the relevant quarter. On 10 May 2006 a promissory note in the sum of US$159,744.50 was issued. 11. CALLED UP SHARE CAPITAL Authorised: Number: Class: Nominal 31 December 31 January 2007 2007 value: £000 £000 1,500 million /1,000 million Ordinary 0.1p 1,500 1,000 Allotted, called up and fully paid: Number: Class: Nominal 31 December 31 January 2007 2007 value: £000 £000 346,424,522/62,750,000 Ordinary 0.1p 346 63 ___ __ On 19 July 2007, the Company increased its authorised share capital to £1.5 million by the creation of 500 million ordinary shares of 0.1p each The share issues in the period and after the period are noted below. Date Number of Issue Purpose ordinary price shares of pence 0.1p 19 July 2007 149,126,472 2.0 Acquisition of subsidiary 19 July 2007 70,000,000 0.5 Placing 19 July 2007 20,000,000 0.1 Fee for convertible loan facility 23 August 2007 1,673,050 2.0 Debt settlement 11 September 2007 20,000,000 0.5 Draw down on convertible facility 24 September 2007 2,875,000 2.0 Debt settlement 28 November 2007 20,000,000 0.5 Draw down on convertible facility 29 January 2008 20,000,000 0.5 Draw down on convertible facility 22 February 2008 20,000,000 0.1 Exercise of warrants 13 May 2008 53,333,332 0.75 Placing 12. RESERVES Group Retained Share earnings premium Totals £000 £000 £000 At 1 February 2007 (110) 167 57 Shares issued in the period - 3,339 3,339 Loss for the period (382) - (382) ________ ________ ________ At 31 December 2007 (492) 3,506 3,014 ________ ________ ________ Company Retained Share earnings premium Totals £000 £000 £000 At 1 February 2007 (110) 167 57 Shares issued in the period - 3,339 3,339 Loss for the period (260) - (260) ________ ________ ________ At 31 December 2007 (370) 3,506 3,014 ________ ________ ________ 13. RELATED PARTY TRANSACTIONS The Group had at 31 December 2007 advanced a loan of £106,000 to the JAA ( see note 10) and charged management fees of £76,000. L E V Knifton and S V Oakes had guaranteed a convertible loan facility of #300,000 during the year. The Company had advanced its subsidiary an amount of £430,000 which was still outstanding at the year end. 14. SHARE-BASED PAYMENTS There is no charge for share-based payments as the fair values at the date of grant were below the exercise prices: The details of the warrants are as follows: Issue Date end date Exercise No of No of price warrants Warrants 'A' Warrants Falcon Securities 02/02/2005 23/02/2012 2p 2,500,000 2,500,000 Founders Warrants Karin Haugen 02/02/2005 01/02/2008 0.1p 500,000 500,000 GCIT Foundation 02/02/2005 01/02/2008 0.1p 500,000 500,000 Leo Knifton 02/02/2005 01/02/2008 0.1p 333,334 333,334 Stephen Oakes 02/02/2005 01/02/2008 0.1p 333,333 333,333 Nigel Weller 02/02/2005 01/02/2008 0.1p 333,333 333,333 2,000,000 'B' Warrants Cairns Investment Holdings Ltd 25/06/2008 19/07/2007 1.5p 400,000 ________ Kerry Knoll 25/06/2007 19/07/2008 1.5p 160,000 560,000 'C' Warrants Blomfield Corporate 25/06/2007 30/04/2012 2p 4,000,000 Finance ________ Falcon 25/06/2007 30/04/2012 2p 5,000,000 Securities 9,000,000 Limited 14,060,000 4,500,000 ________ ________ Issue Date end date Exercise No of No of price warrants Warrants ________ 'A' Warrants Falcon Securities 02/02/2005 23/02/2012 2p 2,500,000 2,500,000 Founders Warrants The fair values of the options granted have been calculated using Black-Scholes model assuming the inputs shown below: Share price at grant date 1.5p Exercise price As above Option life in years As above Risk free rate 4.4% Expected volatility 10% Expected dividend yield 0% Fair value of option 0p ======== 15. EXPLANATION OF TRANSITION TO IFRS There have been no adjustments or restatements to the reported financial position, financial performance and cash flows of the group and the Company resulting from the transition to IFRS from UK GAAP with effect from 1 February 2007. -END-
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