Preliminary Results for the Year Ended 31/12/19

RNS Number : 8791P

Petrel Resources PLC

15 June 2020

 

15^th June 2020

Petrel Resources plc

("Petrel" or "the Company")

Preliminary Results for the Year Ended 31^st December 2019

Petrel announces its results for the year ended 31^st December 2019.

A copy of the Company's Annual Report and Accounts for 2019 will be mailed shortly only to those shareholders who have elected to receive it. Otherwise shareholders will be notified that the Annual Report will be available on the website at www.petrelresources.com .  Copies of the Annual Report will also be available   for collection from the Company's registered office, 162 Clontarf Road, Dublin 3, Ireland.

The Company's Annual General Meeting will be held on 24^th July 2020 in the Hotel Riu Plaza The Gresham, 23 O'Connell Street Upper, Dublin 1, D01 C3W7 at 10.30 am.

We are closely monitoring the Coronavirus (COVID-19) situation. The Board takes its responsibility to safeguard the health of its shareholders, stakeholders and employees very seriously and so certain measures will be put in place for the AGM in response to the COVID-19 pandemic. Details of these measures will be provided in a letter that will be attached to the Notice of AGM.

E NDS

For further information please visit http://www.petrelresources.com/   or contact:

Enquiries:

Petrel Resources
John Teeling, Chairman	[phone]
David Horgan, Director
Nominated Adviser and Broker
Beaumont Cornish - Nominated Adviser    Roland Cornish Felicity Geidt	[phone]
Novum Securities Limited - Broker  Colin Rowbury	[phone]
Blytheweigh - PR Megan Ray Madeleine Gordon-Foxwell	[phone] [phone] [phone]
Teneo Luke Hogg Alan Tyrrell Thomas Shortall	[phone] [phone] [phone]

The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014 ("MAR"). The person who arranged for the release of this announcement on behalf of the Company was Jim Finn, Director.

 

Statement Accompanying the Preliminary Results

You don't need to be told how uncertain the world is. Lockdowns, quarantines, blocked exports within EU members, negative oil prices and negative interest rates. The worst recession in 300 years according to some! Higher rates of unemployment than those in the 1930's depression! Paying banks to hold your money on deposit! States borrowing at minimal costs without let or hindrance. Unprecedented does not begin to describe what's going on. Those of us educated in economics and business and who have established and managed enterprises can only plough on in the hope and expectation that the so called "New Normal" will make economic sense.

Yet despite all of the above Petrel Resources is in better shape now than it was a year ago. Certainly the Irish Offshore is now a virtual a no-go area. But our other interests, Iraq and Ghana are better. Before dealing with the projects let me address the position of the new shareholders who bought in during 2019.

In mid-2019 the board of Petrel was approached by a French based group of investors who wished to acquire and grow a listed natural resources vehicle. The group offered skills, contacts and experience in some of the areas where Petrel was active. We did Due Diligence on the principals. Issues that arose were handled. Agreement was reached and, which if fully implemented, would have seen the new group acquire 51% of Petrel for cash at a price of 1p a share, slightly above the market price at the time. Initially 29.9% of the Company was sold and various approvals and authorisations were sought to implement the remainder of the deal. In particular, Irish Takeover Panel, AIM Rules and, finally, Petrel shareholder agreement. After all approvals were obtained the investing group were unable or unwilling to subscribe for the additional shares to bring their holding to 51% of the issued capital. This despite a share price many times above the deal price. Further, shares which were part of the initial purchase, were sold despite a legally binding lock in agreement. Despite the very best efforts of the Petrel directors we failed to discover what was going on and had to resort to a High Court injunction blocking all further sales. We still do not know what really happened and who now owns a large block of Petrel shares.  A block of shares remains injuncted and cannot vote. In early 2020 we cancelled the shares due to be issued as part of the deal to move to 51% of the issued capital. All in all, a totally unsatisfactory situation. We continue to liaise with member of the group but to no avail. 

Meanwhile the ongoing operations of Petrel had to be managed. Iraq, which has been dormant for some time is once again showing life. Our Iraqi, director, Riadh, is actively promoting our ongoing interest in participating in the development of the many oil opportunities in Iraq. It remains the best place on earth to find and produce oil. The political situation is finally stabilising. We have reconnected with people who assisted us between 1999 - 2010 when we were active in the country. Though only a small company, we have a track record in Iraq, we worked there for more than a decade and have a wealth of data on the oil geology of the country. We are hopeful that we will get an opportunity to play a part in developing the oil industry.

Turning to Ghana, where Petrel holds a 30% stake in a local Ghana company (Clontarf 60%, Abbey Oil and Gas 10%) which has an interest in the Tano 2A oil exploration block in shallow water offshore Ghana. The saga of this interest goes back 12 years and also involves court activity. Agreement was reached with the Ghanaian National Petroleum Company (GNPC) but never ratified by cabinet or parliament. Attempts to void the agreement were stopped by the High Court in Ghana in 2013. Intermittent talks to solve the outstanding issues have continued for the past seven years. There has been a spike in activity in recent times involving high level meetings. This activity is on hold due to the pandemic lockdowns. It is very difficult to remain optimistic year after year but, the block is good. We have spent money on the block and have identified a number of oil plays. We will continue to push our position with the authorities in Ghana.

You are aware that exploration is high risk. Not alone do you have major geological and often technical risks but in many areas there is a political risk. But surely you would think not in Ireland. Yet the Irish offshore oil exploration industry despite spending hundreds of millions on grass root exploration has been stopped in its tracks by political changes and has little or no future. One successful oil discovery offshore Ireland would have made Ireland energy secure and provided revenue to better the community. Look at Norway. Instead, the State has forbidden all future oil exploration while in theory leaving the door open for gas exploration on licences already granted. In reality it is hard to see any more exploration in the Atlantic. Any gas discovery is likely to face years of planning difficulties. The twenty year debacle over the Corrib gas field was very damaging to Ireland's reputation.

Ireland has chosen to rely on imported oil and gas. The gas ultimately comes from Siberia. It has proven impossible to persuade the authorities that this is unsafe.  Maybe the recent experience where EU members unilaterally banned the export of medical equipment and supplies to fellow EU members might be a wake-up call. How many realise that the new French connector will supply nuclear generated electricity.

We have a 10% working interest in Frontier Exploration Licence 11/18 in the Irish Atlantic, Woodside is the 90% holder and operator. Woodside has invested heavily in a 3D seismic survey and has identified a number of plays.  Adding political uncertainly to the geological risk in the Atlantic suggests that Woodside may be slow to proceed. We have dropped our other Irish oil interests.

Where to Now

The strategy is clear. We focus on Iraq while pushing Ghana with our partners. We continue to engage with the group of investors who bought the block of shares in 2019.  We welcome any and all proposals from them. To date none of their proposals come with any title. They were ideas and suggestions but of no substance.

We raised a limited amount of new money, £250,000, in early 2020 to fund an expansion of our Iraqi involvement. This adds to the money invested in new shares by the French group in 2019. So we are well funded for current activities.

John Teeling

Chairman

12^th June 2020

PETREL RESOURCES PLC

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2019

	2019	2018
	€	€
Administrative expenses	(345,508)	(239,042)
Impairment of deferred development costs	(1,613,591)	-
OPERATING LOSS	(1,959,099)	(239,042)
LOSS BEFORE TAXATION	(1,959,099)	(239,042)
Income tax expense	-	-
LOSS FOR THE FINANCIAL YEAR: all attributable
to equity holders of the parent	(1,959,099)	(239,042)
Other comprehensive income	-	-
Items that are or may be reclassified
subsequently to profit or loss	-	-
Exchange differences	(119,048)	95,741
TOTAL COMPREHENSIVE LOSS FOR THE FINANCIAL YEAR	(2,078,147)	(143,301)
Loss per share - basic and diluted	(1.50c)	(0.27c)

 

PETREL RESOURCES PLC

CONSOLIDATED BALANCE SHEET AS AT 31 DECEMBER 2019

	2019	2018
	€	€
Assets
Non-Current Assets
Intangible assets	983,969	2,523,279
	983,969	2,523,279
Current Assets
Trade and other receivables	38,036	58,016
Cash and cash equivalents	367,777	329,503
	405,813	387,519
Current Liabilities
Trade and other payables	(629,885)	(632,615)
Net Current Liabilities	(224,072)	(245,096)
NET ASSETS	759,897	2,278,183
Equity
Called-up share capital	1,866,827	1,306,966
Capital conversion reserve fund	7,694	7,694
Capital redemption reserve	209,342	209,342
Share premium	21,601,057	21,601,057
Share based payment reserve	26,871	26,871
Translation reserve	376,154	495,202
Retained deficit	(23,328,048)	(21,368,949)
TOTAL EQUITY	759,897	2,278,183

 

PETREL RESOURCES PLC

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2019

	Share Capital €	Share Premium €	Capital Redemption Reserve €	Capital Conversion Reserve fund €	Share Based Payment Reserve €	Translation Reserve €	Retained Deficit €	Total €
At 1 January 2018	1,246,025	21,416,085	-	7,694	26,871	399,461	(21,102,593)	1,993,543
Shares issued	270,283	184,972						455,255
Share issue expenses	-		-	-	-	-	(27,314)	(27,314)
Shares cancelled	(209,342)	-	209,342	-	-	-	-	-
Total comprehensive income for the financial year	-	-	-	-	-	95,741	(239,042)	(143,301)
At 31 December 2018	1,306,966	21,601,057	209,342	7,694	26,871	495,202	(21,368,949)	2,278,183
Shares issued	1,360,311	-	-	-	-	-	-	1,360,311
Cancellation of shares subsequent to year end**	(800,450)	-	-	-	-	-	-	(800,450)
Total comprehensive income for the financial year	-	-	-	-	-	(119,048)	(1,959,099)	(2,078,147)
At 31 December 2019	1,866,827	21,601,057	209,342	7,694	26,871	376,154	(23,328,048)	759,897

** For further information refer to Note 5.

Share premium

Share premium reserve comprises of a premium arising on the issue of shares. Share issue expenses are expensed through the statement of comprehensive income when incurred.

Capital redemption reserve

On 25 July 2018 the shareholders approved the buy back and cancellation of 16,747,368 shares for nominal consideration from Amira Petroleum N.V., Amira International Holdings Limited and their advisors.  These shares were immediately cancelled upon their repurchase and the cost of these shares were transferred into the Capital redemption reserve.

Capital conversion reserve fund

The ordinary shares of the company were renominalised from €0.0126774 each to €0.0125 each in 2001 and the amount by which the issued share capital of the company was reduced was transferred to the capital conversion reserve fund.

Share based payment reserve

The share based payment reserve arises on the grant of share options under the share option plan.

Translation Reserve

The translation reserve arises from the translation of foreign operations.

Retained deficit

Retained deficit comprises of losses incurred in the current and prior years.

PETREL RESOURCES PLC

CONSOLIDATED CASH FLOW STATEMENT

FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2019

	2019	2018
	€	€
CASH FLOW FROM OPERATING ACTIVITIES
Loss for the financial year	(1,959,099)	(239,042)
Impairment charge	1,613,591	-
OPERATING CASHFLOW BEFORE
MOVEMENTS IN WORKING CAPITAL	(345,508)	(239,042)
Movements in working capital:
(Decrease)/Increase in trade and other payables	(47,730)	2,922
Decrease/(Increase) in trade and other receivables	19,980	(30,443)
CASH USED IN OPERATIONS	(373,258)	(266,563)
NET CASH USED IN OPERATING ACTIVITIES	(373,258)	(266,563)
INVESTING ACTIVITIES
Payments for exploration and evaluation assets	(150,870)	(195,671)
NET CASH USED IN INVESTING ACTIVITIES	(150,870)	(195,671)
FINANCING ACTIVITIES
Shares issued	559,861	455,255
Share issue expenses	-	(27,314)
NET CASH GENERATED FROM FINANCING ACTIVITIES	559,861	427,941
NET INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS	35,733	(34,293)
Cash and cash equivalents at beginning of financial year	329,503	371,380
Effect of exchange rate changes on cash held in
foreign currencies	2,541	(7,584)
Cash and cash equivalents at end of financial year	367,777	329,503

NOTES:

1.  ACCOUNTING POLICIES

There were no changes in accounting policies from those used to prepare the Group's Annual Report for financial year ended 31 December 2018.  The financial statements have been prepared in accordance with International Financial Reporting Standards (IFRSs) as adopted by the European Union.

2.  LOSS PER SHARE

	2019	2018
	€	€
Loss per share - basic and diluted	(1.50c)	(0.27c)

Basic loss per share

The earnings and weighted average number of ordinary shares used in the calculation of basic loss per share are as follows:

	2019	2018
	€	€
Loss for the financial year attributable to equity holders	(1,959,099)	(239,042)
	2019	2018
	Number	Number
Weighted average number of ordinary shares for the
purpose of basic earnings per share	130,647,568	87,733,283

Basic and diluted loss per share are the same as the effect of the outstanding share options is anti-dilutive.

3.  GOING CONCERN

The Group and Company incurred a loss for the financial year of €1,959,099 (2018: loss of €239,042) and had a retained earnings deficit of €23,328,048 (2018 deficit of €21,368,949), at the balance sheet date leading to doubt about the Group and Company's ability to continue as a going concern.

The Group and Company had a cash balance of €367,777 (2018: €329,503) at the balance sheet date.  The Group has an operating partner in their Irish licence and all exploration costs are shared between the Group and their partner. The directors have prepared cashflow projections for a period of at least twelve months from the date of approval of these financial statements. The cashflow projections include any anticipated impacts of the Covid-19 pandemic on the Group and Company. As the Group and the Company are not revenue or cash generating they rely on raising capital from the public market. The Group completed capital raisings during the year and post year end and the cash flow projections prepared by the Group and Company indicate that the funds available are sufficient to meet the obligations of the Group and Company for a period of at least twelve months from the date of approval of these financial statements.

Accordingly the directors are satisfied that it is appropriate to continue to prepare the financial statements of the Group and Company on the going concern basis, as the Group and Company have sufficient cash resources that can be used to develop exploration projects along with funding the day to day running of the Group and Company. The financial statements do not include any adjustment to the carrying amount, or classification of assets and liabilities, which would be required if the Group or Company was unable to continue as a going concern.

4.  INTANGIBLE ASSETS

Exploration and evaluation assets:	2019	2018
	€	€
Cost:
Opening balance	2,523,279	2,179,283
Additions	195,870	240,67
Exchange translation adjustment	(121,589)	103,325
Impairment	(1,613,591)	-
Closing balance	983,969	2,523,279

Segmental Analysis	2019	2018
	€	€
Ghana	930,564	911,631
Ireland	53,405	1,611,648
	983,969	2,523,279

Exploration and evaluation assets relate to expenditure incurred in exploration in Ireland and Ghana. The directors are aware that by its nature there is an inherent uncertainty in Exploration and evaluation assets and therefore inherent uncertainty in relation to the carrying value of capitalized exploration and evaluation assets.

Due to legislative uncertainty since 2017, exacerbated by the Taoiseach's public statements in September 2019 against the issue of new Atlantic oil exploration licences, Petrel has discontinued farm-out discussions with a gas super-major.  Also, the board reluctantly dropped our 100% owned and operated Frontier Exploration Licence (FEL) 3/14, despite multiple identified targets. Similarly, the board decided not to apply to convert our prospective Licensing Option (LO) 16/24 into a Frontier Exploration Licence. Accordingly, the directors have impaired in full all expenditure relating to the above mentioned licences, resulting in an impairment charge of €1,613,591 in the current year. 

Petrel continues as a 10% working interest partner with Woodside in Frontier Exploration Licence (FEL) 11/18, in the Irish Atlantic's Porcupine Basin.

Relating to the remaining exploration and evaluation assets at the financial year end, the directors believe there were no facts or circumstances indicating that the carrying value of the intangible assets may exceed their recoverable amount and thus no impairment review was deemed necessary by the directors. The realisation of these intangible assets is dependent on the successful discovery and development of economic reserves and is subject to a number of significant potential risks, as set out below:

· Licence obligations;

· Funding requirements;

· Political and legal risks, including title to licence, profit sharing and taxation;

· Exchange note risk;

· Political risk;

· Financial risk management; and

· Geological and development risks.

Directors' remuneration of €30,000 (2018: €30,000) and salaries of €15,000 (2018: €15,000) were capitalised as exploration and evaluation expenditure during the financial year.

5.  SHARE CAPITAL

	2019	2018
	€	€
Authorised:
800,000,000 (2018: 200,000,000) ordinary shares of €0.0125	10,000,000	2,500,000

Allotted, called-up and fully paid:
	Number	Share	Share
		Capital	Premium
		€	€
At 1 January 2018	99,681,992	1,246,025	21,416,085
Issued during the financial year	21,622,622	270,283	184,972
Shares cancelled	(16,747,368)	(209,342)	-
At 31 December 2018	104,557,246	1,306,966	21,601,057
At 1 January 2019	104,557,246	1,306,966	21,601,057
Issued during the financial year	108,824,889	1,360,311	-
Called-up at 31 December 2019	213,382,135	2,667,277	21,601,057
Cancellation of shares subsequent to year end**	(64,035,976)	(800,450)	-
Fully paid at 31 December 2019	149,346,159	1,866,827	21,601,057

Movements in share capital

On 25 July 2018 the company received shareholder approval for the following transaction:

(i)  the contract between Amira Petroleum N.V., Amira International Holding Limited and the Company for the purchase of 16,147,368 ordinary shares of €0.0125 each in the capital of the Company for nominal consideration; and

(ii)  the contract between Hannam & Partners (Advisory) Group Services Ltd and the Company for the purchase of 600,000 ordinary shares of 0.0125 each in the capital of the Company for nominal consideration.

The aggregate 16,747,368 ordinary shares of €0.0125 each were immediately cancelled upon their repurchase by the Company.

The purchase consideration of £20 was funded by the issue of 1000 Ordinary shares of €0.0125 at 2p per share.

On 11 October 2018 a total of 21,621,622 shares were placed at a price of 1.85 pence per share. Proceeds were used to provide additional working capital and fund development costs.

On 30 July 2019 a total of 44,788,913 shares ("tranche 1 shares") were placed at a price of 1.25 cents per share. Proceeds were used to provide additional working capital and fund development costs.

**On 21 November 2019 the company held an Extraordinary General Meeting and received shareholder approval for the following transaction:

"64,035,976 Ordinary Shares of 1.25 cent each were to be issued to the Tamraz group at the placing price of 1.25 cent each."

These shares (known as the "tranche 2 shares") were issued and allotted to the Tamraz group on 21 November. The share certificates were retained by the Company until payment was received from the Tamraz group.

It became known to Petrel that prior to 31 December 2019 the Tamraz group had offered the tranche 1 shares in Petrel as collateral to lenders. This was in breach of lock in terms which were attached to those shares. In addition during December part of the tranche 1 shares were transferred to a third party, further breaching the terms of the lock in agreement in relation to those shares. 

The Tamraz group also failed to pay proceeds due in relation to the tranche 2 shares within the timeline required by Petrel. As a result of these factors the tranche 2 shares were considered forfeited and were cancelled by the Group subsequent to year end.

Although the shares were not legally cancelled until after year end, they are considered to be forfeited as of year-end given the circumstances noted above and in particular, the fact that Tamraz were considered to be in default of funding arrangements and lock in terms.

Had these circumstances been known to the Group on 21 November 2019 the shares would not have been allotted or issued. The Group did not suffer any economic loss due to the transaction as they were able to cancel the tranche 2 shares. As a result the shares are considered to be economically forfeited at year end and have been deducted from share capital on the balance sheet.

6.  POST BALANCE SHEET EVENTS

On 8 January 2020 the company informed shareholders that the payment for the second tranche (tranche 2) of 64,035,976 shares to the Tamraz group, expected by 6^th January 2020, had not yet been received.  The shares were issued, but not yet delivered in the form of share certificates to the intended shareholders.  These certificates were retained by Petrel Resources plc until payment was received.

It became known to Petrel that prior to 31 December 2019 the Tamraz group had offered the tranche 1 shares in Petrel as collateral to lenders. This was in breach of lock in terms which were attached to those shares. In addition during December part of the tranche 1 shares were transferred to a third party, further breaching the terms of the lock in agreement in relation to those shares. 

The Tamraz group also failed to pay proceeds due in relation to the tranche 2 shares within the timeline required by Petrel. As a result of these factors the tranche 2 shares were considered forfeited and were cancelled by the Group subsequent to year end.

Although the shares were not legally cancelled until after year end, they are considered to be forfeited as of year-end given the circumstances noted above and in particular, the fact that Tamraz were considered to be in default of funding arrangements and lock in terms.

Had these circumstances been known to the Group on 21 November 2019 the shares would not have been allotted or issued. The Group did not suffer any economic loss due to the transaction as they were able to cancel the tranche 2 shares. As a result the shares are considered to be economically forfeited at year end and have been deducted from share capital on the balance sheet.

Separately, the directors believe from their analysis of the Register that circa 5.25 million tranche 1 shares may have been sold during January 2020 in a possible breach of a lock-in entered into by the Tamraz group over their existing holdings of shares previously subscribed as a condition of the second tranche.

On 17 January 2020 the company made a successful ex parte application to the High Court in Dublin for an interim injunction.  This prevents the named parties (being Roger Tamraz, Michel Fayad, Said Mehraik and Chase Nominees) from disposing or otherwise dealing with shares in breach of the share lock-in.

On 24 January 2020 the company made a successful application to the High Court in Dublin for a broader interlocutory injunction.  This injunction now blocks all trading in the locked-in-shares pending a full hearing and/or a full resolution to the satisfaction of the board. Neither Chase Nominees (which were represented), nor Michel Fayad, and Said Mehraik (who both attended court) contested the application. This injunction remains in place as of the date of signing of these financial statements. 

On 26 May 2020 the Company raised £250,000 via the issue of 7,692,308 new ordinary shares at a placing price of 3.25p.

In the period since 31 December 2019, the emergence and spread of Covid-19 has not had a significant impact on the Group's operations. Although some high level discussions originally scheduled to take place in March in Ghana in relation to the Group's projects were postponed due to the Covid-19 pandemic, they are expected to be rescheduled over the coming months. The Group continues to progress its interests in Ghana and Ireland and do not believe that its prospects will be negatively impacted by Covid-19.

7.  ANNUAL GENERAL MEETING

The Company's Annual General Meeting will be held on 24^th July 2020 in the Hotel Riu Plaza The Gresham, 23 O'Connell Street Upper, Dublin 1, D01 C3W7 at 10.30 am.

8.  GENERAL INFORMATION

The financial information set out above does not constitute the Company's financial statements for the year ended 31 December 2019.  The financial information for 2018 is derived from the financial statements for 2018 which have been delivered to the Companies Registration Office.  The auditors have reported on 2018 statements; their report was unqualified with an emphasis of matter in respect of considering the adequacy of the disclosures made in the financial statements concerning the valuation of intangible assets, investment in subsidiaries and amounts due by group undertakings. The financial statements for 2019 will be delivered to the Companies Registration Office.

A copy of the Company's Annual Report and Accounts for 2019 will be mailed shortly only to those shareholders who have elected to receive it. Otherwise shareholders will be notified that the Annual Report will be available on the website at www.petrelresources.com. Copies of the Annual Report will also be available for collection from the Company's registered office, 162 Clontarf Road, Dublin 3, Ireland.

 

END

 

 

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