Final Results

RNS Number : 9323D

Nostra Terra Oil & Gas Company PLC

01 July 2019

 

1 July 2019

Nostra Terra Oil and Gas Company plc

("Nostra Terra" or the "Company")

2018 Audited Annual Results

Nostra Terra Oil and Gas (AIM: NTOG), the oil & gas exploration and production company with a portfolio of assets in the USA and Egypt, is pleased to announce its final results for the year ended 31 December 2018.

Nostra Terra is in the process of sending out hard copies of the Annual Report to its shareholders today and this is now available to download on the Company's website: www.ntog.co.uk.

Highlights during the period:

·    Revenue for the period increased 56% to $2,267,000 (2017: $1,453,000)

·    Production for the period increased 22% at 37,384 barrels of oil equivalent (boe) (2017: 30,703 boe)

·    Gross profit before exploration, impairment, depreciation, depletion and amortisation was up by 423% to $942,000 (2017: $180,000)

·    Two new vertical wells drilled and put into production in the Permian Basin

o  First well beat expectations reaching 100% payback in year one

o  2^nd well met expectations

·    Successful workovers at Pine Mills to increase production

·   Proven Reserves (1P) increased by 18% to 746,030 boe (2017: 646,280 boe) with Proven & Probable Reserves (2P) of 2429,660 boe

·    276% increase in net 2P (Proved & Probable) reserves to 2,429,660 barrels of oil, up from 646,280 barrels of oil (1P at Pine Mills and Permian Basin from 2017)

·    Total Proved & Probable Future Net Income ("FNI") estimated at $58.65 million

·    Net Present Value at 9% discount ("NPV9") estimated at $23.93 million

·    Mesquite Asset acquisition in the Permian Basin

o  Increased Permian Basin acreage by 308%

·    $5,000,000 Senior Lending Facility, with 4.75% interest rate with initial borrowing base of $1,200,000 increased to $1,950,000 at 31 December 2018, with a variable rate of the greater of 4.25% and WSS Rate plus 25 basis points

·    Net Proved reserves of 764,030 barrels of oil (1P)

o  Increase primarily due to drilling and development of existing Permian Basin assets during H1  2018

o  Total Proved FNI estimated at $14.96 million

o  Total Proved NPV9 estimated at $7.54 million

·    Net Probable reserves of approximately 1,665,630 barrels of oil

o  Increase attributable entirely to Mesquite

o  Total Probable FNI estimated at $43.69 million

o  Total Probable NPV9 estimated at $16.39 million

·    Cost of Sales as a percent of revenue decreased by 15%

·    Lifting costs per barrel decreased to $32.06 per barrel (2017: $38.72 per barrel)

Post year end highlights

·    Twin well (Permian Basin) reached 100% payback in year one

·    Engineered Economics for Mesquite

·    Additional leasing expanded footprint at Mesquite

·    East Ghazalat, hearing held in London, in May, with conclusion anticipated during the second half of 2019

·    Placing raised additional £1,150,000 cornerstoned by institutional investor

·    Initiation of Research by Shard Capital Partners LLP

This announcement contains inside information for the purposes of Article 7 of EU Regulation 596/2014.

For further information, visit contact:

Nostra Terra Oil and Gas Company plc Matt Lofgran, CEO	Tel:	[phone]
Strand Hanson Limited (Nominated & Financial Adviser and Joint Broker) Rory Murphy / Ritchie Balmer / Jack Botros	Tel:	[phone]
Shard Capital Stockbrokers (Joint Broker) Damon Heath / Erik Woolgar Lionsgate Communications (Public Relations) Jonathan Charles	Tel: Tel:	[phone] [phone]

Chairman's Report

During 2018, the price of oil continued its overall upward trend, underpinning the recovery of the oil industry with an average price much higher than 2017, and although it dipped towards the end of the year, it has since recovered.

Nostra Terra was well positioned to benefit from this increase in the oil price. The Company's production from the Pine Mill's field in Texas has been stable to growing, having achieved rates well in excess of those on acquisition in 2017. This is currently the core cash flow asset for Nostra Terra and the stability, and potential to increase production, is not only a testament to the Company's field operations but also the original acquisition itself.

In 2018, Nostra Terra successfully drilled two wells in the Permian Basin which had the benefit of diversifying and adding to the Company's production base and revenue stream. The results from both these wells was in line with expectations.

It is worth reflecting on the above achievements as it represents the successful execution of Nostra Terra's strategy through organic growth and acquisition to establish long-term revenue streams which contribute positively to the broader activities of the Company.

This success led to considering how greater growth rates could be achieved, which resulted in a pause in drilling activity in the latter half of 2018. The conclusion to this was the acquisition of the Mesquite asset in the Permian Basin. Following technical work undertaken by Trey Resources Inc., it was determined that a successful Mesquite well has the potential to add initial estimated production of 265 barrels of oil per day and would be immediately transformative for Nostra Terra. In addition, the wider Mesquite play and well locations that are in the Company's inventory would allow for potential multiples of this to be achieved with further follow up drilling.

In Egypt, the Company's interest in the East Ghazalat field is the subject of an arbitration process which is expected to be concluded in the second half of 2019.

The lifeblood of any producing oil company is its reserves as this represents the latent barrels which could be produced in the future. I am pleased to report that in early 2019 Nostra Terra increased its proven and probable reserves to 2,429,660 barrels of oil, a 276% increase, with a net present value using a 9% discount rate of $24 million, which bodes well for the future. This increase was not solely due to the addition of Mesquite resources but also an overall increase in the existing producing assets, more than offsetting production.

In the early part of 2018, Nostra Terra concluded a $5 million Senior Lending Facility with Washington Federal Bank, at an initial interest rate of 4.75% and a starting borrowing base of $1.2 million. This then increased to $1,950,000, with a rate of 5.75%. This facility has provided financial flexibility allowing the Company to achieve the success that it has had during 2018 both through drilling and the acquisition of the Mesquite asset.

Nostra Terra now has the enviable challenge, which successful growing companies face, of funding and managing growth. Having a solid foundation of producing assets and a proven track record provides multiple options. A sign of this transformation is that funding is not now sought to cover overheads and the cost of the management team but directly into growing the Company and seeking material step changes in value, cash flow and profit.

The future of Nostra Terra has never looked brighter. We have continued to deliver on our strategy to build secure, long-term, profitable production. From this solid foundation, our intention is to build on this further with material organic growth from the Mesquite asset, whilst being ever vigilant for other opportunities consistent with the Company's strategy.

I would like to thank our shareholders for their continued support and look forward to reporting more progress in future.

Ewen Ainsworth

(Non-Executive Chairman)

28 June 2019

Chief Executive Officer's Report

Our goal in 2018 was to build a firm foundation based on producing assets that generate positive cashflow to support the plc, while adding new assets that allowed us the ability to take much larger, more meaningful steps in adding production and reserves. We continue to build the foundation and during the year acquired a new asset, the Mesquite Asset, which provides a significant opportunity.

Revenues for the year were $2,267,000 an increase of 56% from 2017. Revenue less production costs for the year were $942,000, and with the addition of the positive contribution of $227,000 from hedging, operations provided a total of $1,169,000 towards investment and administrative and finance expenses. This demonstrates the underlying cash generation and strength of the production led strategy that Nostra Terra has been pursuing and successfully implemented. The Company didn't undertake any placings during the year to raise additional funds, however, warrants were exercised, raising an additional £635,700 early in the year. Production and operations continued to perform

strongly with highlights being:

• 22% increase in production to 37,384 bopd

• 15% reduction in cost of sales per barrel

• 17% reduction in lifting costs to $32.06

Continued growth in production rates is anticipated as workovers continue, which combined with managed operated costs provides a favourable environment for net cashflows from operations. With recent acquisitions and prudent operational management, we believe we can deliver a step change in materiality and multiples of current production and revenues.

United States

Pine Mills - Texas (100% Working Interest)

In the Pine Mills oil field during the second half of 2018, our operations team reactivated previously shut-in wells and performed workovers on several others. This intervention led to an increase in production (briefly >150 bopd from just four wells) which in turn has required an upgrade of facilities to handle the additional fluid volumes. This work is largely complete and we anticipate Pine Mills continuing to be a significant contributor to net cash flow in the short to medium term.

Permian Basin - Texas (50 - 75% Working Interest)

In prior years, we made three different acquisitions in the Permian Basin. These were leases that had existing, albeit nominal rates of, production. The reason for the acquisitions was to gain upside through additional drilling locations on the leases, in a proven oil field, and during a lower oil price environment. In 2018, we brought two new wells into production. The first well paid out in under one year, meaning production rates were strong enough to generate a return of all our well costs in a rapid manner. The second well is performing to expectations. We have numerous other potential drilling locations that we keep in inventory to potentially drill in the future.

Mesquite - Permian Basin Texas (100% Working Interest)

In October 2018, we acquired the Mesquite Asset in the Permian Basin. The field is proven to produce from multiple stacked-pay reservoirs with long-established producing vertical wells that were drilled on 40 acre spacing. In recent years operators have successfully drilled wells with tighter spacing.

On this basis, the Mesquite Prospect has the potential to be developed with 35-70 vertical well locations dependent on spacing. Nostra Terra believes the Mesquite Prospect has much greater development potential if drilled horizontally. The target formations at the Mesquite Prospect are "tight", meaning the oil-bearing rock formations are of low permeability. As such, they have characteristics that make them ideal targets for horizontal drilling and have delivered substantial oil production in other nearby areas of the Permian Basin. This combination of multiple stacked pay targets and the potential uplift provided by drilling horizontally supports our view that the Company can provide multiples in terms of production and revenues from this acquisition.

Egypt

East Ghazalat - Western Desert (50% Working Interest)

This is a producing asset where Nostra Terra owns a non-operated interest in the asset. The asset has scope for increased production through workovers of existing wells, drilling new exploration and development wells, and development of the South Dabaa gas discovery. There is a dispute regarding the Joint Operating Agreement that is currently going through an arbitration process held at the London Court of International Arbitration. A hearing was held in May, with conclusion anticipated during the second half of 2019.

Senior Lending Facility

At the beginning of 2018, Nostra Terra secured a new $5 million Senior Lending Facility. The initial borrowing base was $1.2 million at a 4.75% interest rate, later increased to $1.95 million at the end of 2018 with a variable rate of the greater of 4.25% and WSS Rate plus 25 basis points. This flexible facility provides an attractive opportunity to use non-dilutive funds to grow the Company. During Q1 2019, we raised an additional £1,150,000, without a discount to the prevailing bid of Nostra Terra's share price, allowing us to bring a new institutional investor to the Company. I'm very pleased to welcome them as a shareholder as we begin to drill the Mesquite Asset. Shard Capital Partners were brought on as a new broker to the Company and managed the placing. In addition, Shard Capital initiated coverage in May 2019. We believe all these steps are very positive for a Company of our size.

Outlook

Nostra Terra is positioned for strong growth potential, in particular with the new Mesquite Asset. Our focus for 2019 is to get the initial wells drilled and producing on this asset, while also looking for further opportunities to expand our portfolio. We believe this can be the catalyst to deliver multiples in production and revenues for our shareholders.

As always, I want to thank our shareholders for their support and look forward to updating shareholders throughout the year.

Matt Lofgran

Chief Executive Officer

28 June 2019

Consolidated Income Statement for the year ended 31 December 2018

	2018 $000	2017 $000
Revenue	2,267	1,453
Cost of sales
Production costs	(1,325)	(1,273)
Exploration	(298)	(5)
Well impairment	(32)	-
Depletion, depreciation, amortisation	(238)	(146)
Total cost of sales	(1,893)	(1,424)
GROSS PROFIT	374	29
Share based payment	(42)	(60)
Administrative expenses	(1,324)	(1,213)
Gain (loss) on sale	38	67
Foreign exchange gain (loss)	17	(50)
OPERATING LOSS	(937)	(1,227)
Finance expense	(207)	(258)
Other income	214	-
LOSS BEFORE TAX	(930)	(1,485)
Tax (expense) recovery	-	-
LOSS FOR THE YEAR ATTRIBUTABLE TO:	(930)	(1,485)
Owners of the company	(930)	(1,485)
Earnings per share expressed in pence per share:
Continued operations
Basic and diluted (USD)	(0.0065)	(0.0130)

Consolidated Statement of Comprehensive Income for the year ended 31 December 2018

	2018 $000	2017 $000
LOSS FOR THE YEAR	(930)	(1,485)
OTHER COMPREHENSIVE INCOME: Currency translation differences	-	-
Total comprehensive income for the year	(930)	(1,485)
Total comprehensive income attributable to:
Owners of the company	(930)	(1,485)

Consolidated Statement of Changes in Equity  for the year ended 31 December 2018

	Share capital $000	Deferred shares $000	Share premium $000	Share options reserve $000	Translation reserves $000	Retained losses $000	Total $000
As at 1 January 2017	156	6,549	18,409	18	(676)	(24,072)	384
Shares issued	36	-	696	-	-	-	732
Loss after tax for the year	-	-	-	-	-	(1,485)	(1,485)
Share based payments	-	-	-	60	-	-	60
As at 31 December 2017	192	6,549	19,105	78	(676)	(25,557)	(309)
Shares issued	29	-	873	-	-	-	902
Loss after tax for the year	-	-	-	-	-	(930)	(930)
Share based payments	-	-	-	42	-	-	42
As at 31 December 2018	221	6,549	19,978	120	(676)	(26,487)	(295)

Share capital is the amount subscribed for shares at nominal value.

Retained loss represents the cumulative losses of the group attributable to owners of the company.

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.

Translation reserves arose due to the adoption of US dollars as the presentational currency at the start of the accounting period. Further information on the adjustment can be found in Note 1.

Share option reserve is a reserve used to recognise the cost and equity associated with the fair value of issues of options and warrants.

Company Statement of Changes in Equity for the year ended 31 December 2018

	Share capital $000	Deferred shares $000	Share premium $000	Share options reserve $000	Translation reserves $000	Retained losses $000	Total $000
As at 1 January 2017	156	6,549	18,409	18	(676)	(24,933)	(875)
Shares issued	36	-	696	-	-	-	732
Loss after tax for the year	-	-	-	-	-	(1,167)	(1,167)
Share based payments	-	-	-	60	-	-	60
As at 31 December 2017	192	6,549	19,105	78	(676)	(26,100)	(852)
Shares issued	29	-	873	-	-	-	902
Loss after tax for the year	-	-	-	-	-	(1,125)	(1,125)
Share based payments	-	-	-	42	-	-	42
As at 31 December 2018	221	6,549	19,978	120	(676)	(27,225)	(1033)

Share capital is the amount subscribed for shares at nominal value.

Retained loss represents the cumulative losses of the company attributable to
owners of the company.

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.

Translation reserves arose due to the adoption of US dollars as the presentational currency at the start of the accounting period. Further information on the adjustment can be found in Note 1.

Consolidated Statement of Financial Position  for the year ended 31 December 2018

	2018 $000	2017 $000
ASSETS
NON-CURRENT ASSETS
Other Intangibles	1,873	1,411
Property, Plant, and Equipment, Oil and Gas Assets	536	358
	2,409	1,769
CURRENT ASSETS
Trade and other receivables	402	190
Deposits and prepayments	96	330
Other assets	263	-
Cash and cash equivalents	72	138
	833	658
LIABILITIES
CURRENT LIABILITES
Trade and other payables	642	827
Borrowings	723	1,740
	1,365	2,567
NET CURRENT ASSETS	(532)	(1,909)
NON-CURRENT LIABILITIES
Decommissioning liabilities	217	169
Other loans	1,955	-
NET ASSETS	(295)	(309)

	2018 $000	2017 $000
EQUITY AND RESERVES
Share capital	6,770	6,741
Share premium	19,978	19,105
Translation reserves	(676)	(676)
Share option reserve	120	78
Retained losses	(26,487)	(25,557)
	(295)	(309)

The financial statements were approved and authorised for issue by the Board of Directors on 28 June 2019 and were signed on its behalf by:

M B Lofgran

Director

28 June 2019

Company registered
number: 05338258

Company Statement of Financial Position for  the year ended 31 December 2018

	2018 $000	2017 $000
ASSETS
NON-CURRENT ASSETS
Fixed asset investments	-	-
CURRENT ASSETS
Trade and other receivables	26	23
Cash and cash equivalents	30	78
	56	101
LIABILITIES
CURRENT LIABILITIES
Trade and other payables	367	332
Borrowings	722	621
	1,089	953
NET CURRENT ASSETS	(1,033)	(852)
NON-CURRENT LIABILITIES
Borrowings	-	-
	(1,033)	(852)
EQUITY AND RESERVES
Share capital	6,770	6,741
Share premium	19,978	19,105
Translation reserves	(676)	(676)
Share option reserve	120	78
Retained losses	(27,225)	(26,100)
	(1,033)	(852)

The financial statements were approved and authorised for issue by the Board of Directors on 28 June 2019 and were signed on its behalf by:

M B Lofgran

Director

Company registered number: 05338258

Consolidated Statement of Cash Flows for the year ended 31 December 2018

	2018 $000	2017 $000
Cash flows from operating activities
Cash generated/(consumed) by operations	(996)	(1,187)
Interest paid	(41)	-
Cash generated/(consumed) by operations	(1,037)	(1,187)
Cash flows from investing activities
Purchase of intangibles - new oil properties	(639)	(210)
Sale/(purchases) of plant and equipment	-	-
Purchase of investment	(271)	(176)
Net cash from investing activities	(910)	(386)
Cash flows from financing activities
Proceeds on issue of shares	902	732
Net borrowing	979	767
Net cash from financing activities	1,881	1,499
Increase/(decrease) in cash and cash equivalents	(66)	(74)
Cash and cash equivalents at the beginning of the year	138	212
Cash and cash equivalents at the end of the year	72	138
Represented by:
Cash at bank	72	138

Note to the Consolidated Statement of Cash Flow for the year ended 31 December 2018

	2018 $000	2017 $000
Loss for the year	(930)	(1,485)
Adjustments for:
Depreciation of property, plant, and equipment	93	67
Amortisation of intangibles	145	78
Well impairment	32	-
Share based payments	42	60
Share of results from joint venture
Operating cash flows before movements in working capital	(618)	(1,280)
(Increase)/decrease in receivables	(212)	147
(Increase)/decrease in other assets	(263)	1
(Decrease)/increase in payables and other liabilities	(137)	20
(Increase)/decrease in deposits and prepayments	234	(75)
Cash generated/(consumed) by operations	(996)	(1,187)

Company Statement of Cash Flows for the  year ended 31 December 2018

	2018 $000	2017 $000
Cash flows from operating activities
Cash generated/(consumed) by operations	(1,051)	(1,042)
Interest paid	-	-
Cash generated/(consumed) by operations	(1,051)	(1,042)
Cash flows from financing activities
Proceeds on issue of shares	902	337
New borrowing	101	732
Net cash from financing activities	1,003	1,069
Increase/(decrease) in cash and cash equivalents	(48)	27
Cash and cash equivalents at the beginning of the year	78	51
Cash and cash equivalents at the end of the year	30	78
Represented by:
Cash at bank	30	78

Note to the Company Statement of Cash Flows for the  year ended 31 December 2018

Reconciliation of operating loss to net cash generated from operations

	2018 $000	2017 $000
Loss for the year	(1,125)	(1,167)
Adjustments for:
Share based payment	42	60
Operating cash flows before movements in working capital	(1,083)	(1,107)
(Increase)/decrease in receivables	(3)	37
(Decrease)/increase in payables	35	28
Cash generated (consumed) by operations	(1,051)	(1,042)

Segmental Analysis

In the opinion of the directors, the group has one class of business, being the exploitation of hydrocarbon resources.

The group's primary reporting format is determined by geographical segment according to the location of the hydrocarbon assets. The group's reportable segments under IFRS 8 in the year are as follows:

United Kingdom being the head office.

US Mid-Continent properties at year end included the following:

1   Texas: 100% working interest in the Pine Mills Project Unit

2   Texas: 50-75% working interest in the Permian Basin

3   Texas: 100% working interest in the Mesquite assets in the Permian Basin

Egypt properties at year end included the following:

1   Egypt: 50% interest in the East Ghazalat concession

The chief operating decision maker's internal report for the year ended 31 December 2018 is based on the location of the oil properties as disclosed in the below table:

	US mid-continent 2018 $000	Head office 2018 $000	Total 2018 $000
Segment results - 2018
Revenue	2,267	-	2,267
Operating profit (loss) before depreciation, amortisation, well impairment, share-based payment charges, restructuring costs and gain (loss) on sale of assets and foreign exchange:	812	(1287)	(475)
Depreciation of tangibles	(93)	-	(93)
Amortisation of intangibles	(145)	-	(145)
Exploration	(289)	-	(289)
Well impairment	(32)	-	(32)
Share based payment	-	42	42
Realised exchange (loss)/gain	-	17	17
Gain from sale of assets	38	-	38
Operating loss	291	(1228)	(937)
Finance expense	(47)	(160)	(207)
Other income (expense)	226	(12)	214
Gain (loss) before taxation	195	(1,125)	(930)
Segment assets
Property, plant and equipment	536	-	536
Intangible assets	1,873	-	1,873
Cash and cash equivalents	42	30	72
Trade and other receivables	376	26	402
Other assets	359	-	359
	3,186	56	3,242

Employees and Directors

	2018 $000	2017 $000
Directors' fees	171	51
Directors' remuneration	250	195
Social security costs	-	14
	421	260

The average monthly number of employees (including directors) during the year was
as follows:

	2018 Number	2017 Number
Directors	3	3
	3	3

Directors' remuneration

Other than the directors, the group had no other employees. Total remuneration paid to directors during the year was as listed above.

The director's emoluments and other benefits for the years ended 31 December 2018 is as listed below:

	2018 $000	2017 $000
M B Lofgran	250	195

The operating loss for the year ended 31 December is stated after charging/(crediting):

	2018 $000	2017 $000
(Company 2018: $30,000 - 2017: $29,000)	30	29
Depreciation of property, plant and equipment	93	68
Amortisation of intangibles	145	78
Exploration	298	5
Well impairment	32	-

The analysis of administrative expenses in the consolidated income statement by nature of expense:

	2018 $000	2017 $000
Directors' remuneration	250	195
Social security costs	-	14
Directors' fees	129	41
Travelling and entertaining	101	73
Accountancy fees	61	44
Legal and professional fees	487	541
Auditors' remuneration	30	29
Bad debt costs	18	92
Foreign exchange difference	-	-
Other expenses	248	184
	1,324	1,213

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 had 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 warrants granted to directors and one former adviser.

Details of the adjusted earnings per share are set out below:

	2018	2017
EPS LOSS
Loss attributable to ordinary shareholders ($000)	(930)	(1,485)
Weighted average number of shares	143,112,345	113,850,132
Continued operations:
Basic and diluted EPS - loss (USD)	(0.0065)	(0.0130)

The diluted loss per share is the same as the basic loss per share as the loss for the year
has an anti-dilutive effect.

	2018 $000	2017 $000
Gross profit before depreciation, depletion, amortisation and impairment	942	180
EPS on gross profit before depreciation, depletion, amortisation and impairment (USD)	0.0066	0.0015
Reconciliation from gross loss to gross profit before depletion, depreciation, AMORTISATION AND IMPAIRMENT
Gross (loss)/profit	374	29
ADD BACK:
Exploration	289	5
Well impairment	32	-
Depletion, depreciation and amortisation	238	146
Gross profit before depreciation, depletion, amortisation and impairment	942	180

 

END

 

 

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