Final Results

Quadrise Fuels International PLC 08 October 2007 8 October 2007 Quadrise Fuels International plc ('Quadrise' or 'the Company') Final Results for the 18-month period to 30 June 2007 Quadrise Fuels International plc (AIM: QFI), specialist manufacturers of MSAR emulsion fuel for power plant and refinery fuelling and steam generation applications, today announces its results for the 18-month period to 30 June 2007 and gives notice for the convening of the Extraordinary General Meeting ('EGM') of the Company to be held at Parnell House 25 Wilton Road, London SW1V 1YD on Thursday, 29 November 2007 at 12.00 noon. HIGHLIGHTS Financial • No debt and £ 5.87 million in cash reserves at 30 June 2007. • Operating costs contained at modest levels through outsourcing and shared services. • Loss after tax of £11.92 million, which includes a non-cash charge of £8.65 million for amortisation of intangible fixed assets reflecting a prudent and conservative management approach. • Resultant loss per share 2.74 pence. Operational • Phase 1 market screening and analysis completed by end 2006 produced a selective list of core prospects. • Phase 2 development of core prospects gaining momentum and progressing well. • Anticipate moving a number of projects to MOU status with clients by Q1 2008 Strategic • Continued high oil price required development of revised business strategy • Short term focus on core refuelling prospects to underpin the business • Longer term focus on migration to new geographic markets where fundamentals are positive for large scale oil fired power. Commenting on the results, Bill Howe, Chief Executive of Quadrise, said: 'Our revised business strategy arising from the continuing high oil price is beginning to yield results. Unremitting focus on developing a limited number of core prospects has moved several projects to a point where we anticipate joint development with the respective clients to be formalised by the first quarter of 2008. Initial marketing activity has continued in the Middle East and Mexico where the fundamentals are positive for our technology. This has been well received and has the potential to secure longer term expansion of the business to a very significant size. We had planned for a modest loss during the period but this increased due to the amortisation of certain intangible assets. The Company continues to be debt-free and our cash position remains strong. On this basis, we are adequately funded to cover our projected normal operating expenses to the end of 2008.' For further information please contact: Quadrise Fuels International plc 020 7550 4930 Ian Williams, Chairman Bill Howe, Chief Executive Hemant Thanawala, Finance Director Parkgreen Communications 020 7851 7480 Simon Robinson Bex Sanders-Hewett Smith & Williamson Corporate Finance Limited, Nominated Adviser & Broker 020 7131 4000 Azhic Basirov Siobhan Sergeant Hichens Harrison & Co plc, Broker 020 7382 7791 Jeremy Chantry MSAR is a registered trademark of Quadrise Limited, a wholly owned subsidiary of Quadrise Fuels International plc CHAIRMAN'S STATEMENT Introduction World market conditions for oil-based fuels have changed significantly in the period since the Company was admitted to AIM in April 2006. Major trends affecting the Quadrise fuels markets include sustained high oil prices and a step change in 'green awareness' and related focus on hydrocarbon combustion emissions. Associated impacts on inter-fuels competition for the power generation industry required Quadrise management to revisit the initial strategy and adapt the business plan to a redefined future. Management undertook an extensive strategic review to ensure the validity of the Quadrise business plan, identifying and ranking new prime markets and prospective clients within them. Complex valuation and appraisal models, unique to Quadrise, enabled the company to interact with credibility and confidence when engaging potential clients in this process. By early 2007 the focus moved to engaging the redefined target market with the prime objective of securing commitment to trial applications of Quadrise technology and products as the precursor to full scale commercial contracts. It is anticipated that a number of such on-site trials will be in progress early in 2008 and that a reference site with continuous operation should follow within 12 months. Financial Performance and Funding The rate of spending continued to be modest and tightly controlled during the reporting period. The 'outsourced services' policy conserved fixed overhead, and the major share of highly specialised work required to equip the Group for effective operation , such as the integrated assessment models, was completed by the Quadrise team, saving the company major expense in the process. The Company has remained debt free with sufficient funding to cover the base business plan well into 2008 and towards the commercial project phase. It is Quadrise's policy that prospective clients and partners share preparatory costs with the Company for application trial activities, which will drive the next major call on funds. Market response has generally been positive, effectively endorsing the Quadrise value proposition. The commercial project phase anticipated in 2009 will change the funding requirements of the company. Conventional project finance is expected to cover the majority of the major capital expenditure, but equity contributions will be a requirement. The Company will be examining ways in which to secure additional funding in preparation for this phase of development. Management and Associates The Company is very fortunate to have a uniquely qualified combination of management and associates who are leading experts in their specialised field and who, as a team, combine directly applicable experience in emulsified fuels and related businesses. The ability to identify and select prospects, establish credibility, and progress towards business realisation has been demonstrated in a challenging market. The management team, in working to clear directives and goals and supported by its associates and consultants, advanced the Company considerably to the commercial contract phase over the past year. The Company agreed a 50/50 joint venture format for developing selective business opportunities with Quadrise Canada Corporation where the combination of resources and geography add value. The Board are fully supportive of management and the refocused business strategy. The commitment, valued advice and contribution of the independent directors is both acknowledged and appreciated. Outlook The Board appreciates shareholder concerns regarding the Quadrise share price performance since admission to market. Unfortunately the nature of the considerable progress made over the past year has not provided a basis for regular 'hard news' flow to investors, even though the Company has achieved considerable recognition within the markets and industries with which it interfaces. As the commercial phase approaches it is expected that Quadrise will be able to share more detailed and factual information about projects and prospects on a regular basis. Associated publicity will be aimed at improving understanding of both progress achieved and future value potential, and that the patience and support of our shareholders will be suitably rewarded. Ian Williams Chairman 5 October 2007 CHIEF EXECUTIVE'S REVIEW Since listing in April 2006, Quadrise has developed a revised strategy for developing its business in a difficult environment of inter-fuels competition and increasing environmental pressures. Continuing high oil prices have compromised the Company's original thinking in respect of the extent and location of the power plant fuel oil substitution business. At its current price oil is the least favoured fuel for large scale power production and this factor has lead many generators to schedule the phase out of their older oil fired stock and minimise expenditure on remaining operating units. The mini splitter concept, originally conceived as a means of providing a flexible source of residue feedstock from freely traded fuel oil, has been found to be uneconomic. This has forced Quadrise, as part of its revised strategy, to pursue residue sourcing by negotiating directly with individual oil refiners, and contemporaneously align the resulting MSAR production for sale to candidate power generators. As such, at this stage of the Company's development our principal activity is that of a technology driven project developer, rather than a fuels processing and marketing organisation. Against this background, the management team has done an exceptional job of rapidly implementing a pragmatic new business plan suited to the circumstances. This is showing signs of success on a number of developing opportunities. Business Strategy Our forward strategy comprises short and longer-term elements: Short Term In the short term we are engaged in a highly focused pursuit of specific fuel oil substitution opportunities. These are in locations where power companies have of necessity to include oil as part of their fuel mix and include certain former Orimulsion customers. Success with our short-term strategy will financially underpin the business, demonstrate the technology on a commercial scale, and provide us the credibility for success in the large markets comprising our longer term strategy. Longer Term Quadrise is already actively developing specific longer-term markets where the fundamentals for oil fired power generation are intrinsically positive. Our target markets, Saudi Arabia, Kuwait and Mexico are highly prospective given those countries' policies of using oil, and particularly their heavier oils, for power generation. All three markets have high demand growth for electric power, and in the case of the Middle East, additional fuel requirements for desalination. Our longer-term strategy is very exciting and has the potential to secure the large scale business projected for Quadrise at the time of our listing. Review of Activities Power Plant Refuelling Our initial survey of oil burning power plants and discussions with power generators indicated an operating capacity of approximately 3,000MWe readily amenable to combustion of emulsion fuels. This approximates well with the market penetration achieved by Orimulsion prior to its cessation of production by the Venezuelan government in 2006. Quadrise has focused on these opportunities, which are located in North America, Europe/Mediterranean, South East Asia and the Far East. Pursuit of this business involves the analysis of optimally located oil refineries with a view to sourcing residue for MSAR fuel manufacture. Much work has gone into the development of highly sophisticated techno-economic models to support this work, with the resulting fuel cost analyses cascaded into an assessment on the candidate power plant generating costs and load factors. Good potential alignments between refiners and power generators have been identified to service the North American and European locations. Work is in hand to crystallize these opportunities into forward work programmes to be jointly undertaken with the clients concerned. All of these prospects have gained momentum over the past quarter and emulsion testing, definitive feasibility studies and test burns are likely to be initiated at 3 power plants during 2H07 and 1Q08. The Far East power markets are more challenging. Whilst there is offtake potential for MSAR fuel, we have experienced difficulty in identifying residue sources due to the practice of regional refiners destructing their residues in conversion processes. Oil Field Development Quadrise has been following an important steam injection project in South America in conjunction with a European oil company. On this project, in-situ crude will be processed to MSAR and combusted to raise steam for enhanced oil recovery. The economics of this application in the particular location are extremely positive and Quadrise has rapidly advanced this prospect to the point where terms and conditions have been agreed with a local engineering company to jointly build, own and operate the emulsion manufacturing plant and its ancillary equipment. It is hoped that this project will be released by the client to full development status during 4Q07. Market Development Potentially prolific new markets under development are Mexico, Saudi Arabia and Kuwait. Because of their existing oil fired power plant asset bases (approximately 30,000MWe in aggregate), high growth in electrical demand (>6%), and significant levels of crude production, oil will remain a key power generation fuel in these markets for the foreseeable future. An entirely different perspective exists in these countries on the merits of oil as a fuel than that prevailing in industrialised countries, and opportunities exist for emulsion firing new build plant and refuelling existing facilities. Business development work is progressing very positively in these markets based on the sound economic fundamentals of our technology and its ability to offer an unusually high level of 'value add' to the oil and power sectors. The potential in these markets is extremely large and represents Quadrise's best opportunity to build a very substantial long term business. Co-operation with Associate Companies We maintain a close and ongoing dialogue with our technology licensor Akzo Nobel Surface Chemistry Aktiebolag ('Akzo'). In terms of our Alliance Agreement with Akzo, this involves both technical and commercial interchanges, regular reviews of business opportunities and combined inputs to Research and Development activity to support future development of the business. Akzo also provide an efficient residue testing service to support our new business opportunities. We are in the process of forming four joint venture companies, currently termed Newcos 1-4 with Quadrise Canada Corporation '(QCC)'. All are 50:50 joint ventures effective across the full value chain from MSAR manufacture to sale of MSAR fuel. Newco 1, which is managed by Quadrise, was established to provide emulsion to two oil fired power plants (1350 MWe capacity) in New Brunswick, Canada, a territory which, without establishment of Newco 1, would have been geographically outside our Akzo licence remit. Newco 2, also to be managed by Quadrise, will provide QCC a reciprocal quantum of potential MSAR sales from our own exclusive licence territory. Newcos 3 and 4 will be managed by QCC and will be based on production of MSAR from islands within the Caribbean area. Financial The Company operated within its budget for the financial reporting period ended June 2007. Quadrise continues as a debt free business with adequate cash reserves to fund business development activity at current expenditure levels through 2008. The rate of expenditure is likely to increase in 2008 to support specific project development programmes. In anticipation of this the July 2007 Annual General Meeting authorised the company to issue a further 300 million new shares. This is projected for capital raising to fund the arising project opportunities. The Future Quadrise is currently highly focused on the core prospects discussed in the foregoing text. It will remain so in order to secure revenue and underpin the business in the shortest possible time. This is currently forecast for the financial year 2009/10. For the future there are opportunities other than the new geographic areas already under development. These include MSAR application in diesel engines, which offers revenues less susceptible to high oil prices, and at potentially higher profit margins, albeit on a smaller quantum of sales volume and with logistical fuel supply complexity. These and other opportunities will be more aggressively advanced when the Company is revenue generating and cash flow positive. Quadrise has a uniquely qualified and experienced management team. They have performed outstandingly and with enthusiasm at all times during the past year despite the difficult conditions for the business imposed by the prevailing oil price. I have no reservations whatsoever regarding their ability to capitalise and build further on our progress to date, and thank them for their present excellent contributions. Bill Howe Chief Executive Officer 5 October 2007 FINANCIAL REVIEW With the successful equity placing at the time of the reverse takeover in April 2006, Quadrise Fuels International plc ('Quadrise') commenced its operations with adequate financial resources to take it right through its first phase of commercial development. At 30 June 2007, the Group had cash reserves of £5.9m, having covered £4.7m for the cash consideration for the acquisition of Quadrise Limited and £0.9m for the acquisition of a 7.77% interest in Paxton Corporation in Canada. The current monthly expenditure is in the region of £300k, which should comfortably enable the management to get through the first phase with the existing resources. The completion of the first phase is expected to put the Group in a firm position for full commercial realisation of the MSAR technology with several potential clients with whom the management are currently in negotiations. Some of these may indeed evolve into fairly large-scale commercial projects, which may require Quadrise to seek funding and/or operational support from local joint-venture partners or alternative sources. At the appropriate time, the board will consider options available and take appropriate action on a case-by-case basis. Results for the period The Group recorded a loss of £11.9m for the period ended 30 June 2007, which included a charge of £9.2m for the amortisation of intangible assets and the write-off of goodwill arising on acquisition through the adoption of reverse acquisition accounting for consolidation purposes. The general and administrative expenses amounted to £3.4m, including a charge for the share options of £0.5m. Loss per share was 2.74 pence. Treasury and Financial risk management The Group continually reviews its approach to the management of financial risk. Control over treasury and risk management is exercised by the board and its Audit committee through the setting of policy and the regular review of forecasts and financial exposures. At present, no financial instruments are used and the Group does not undertake any trading activity in financial instruments. Taxation The Group's current and brought forward losses give rise to material deferred tax assets. These have, however, not been recognised in the financial statements as there is no certainty that these would crystalise in the foreseeable future. The current tax charge of £41k in the consolidated income statement relates to Quadrise Limited's taxable income arising from its consulting activities. Transition to International Financial Reporting Standards The Group has successfully transitioned to International Financial Reporting Standards (IFRS) from UK GAAP during the period under review. This involved restating prior period's results and updating the Group's accounting policies as necessary. Hemant Thanawala Finance Director 5 October 2007 Consolidated Income Statement For the period 1 January 2006 to 30 June 2007 Note 18 Months ended 30 June 2007 £'000s Continuing operations Other income 287 Write-off of goodwill on acquisition (584) Amortisation of intangible assets (8,646) Administration expenses (3,439) ------------------ Operating loss 2 (12,382) Finance costs (126) Finance revenue 5 507 Loan write-off gain 115 Foreign exchange gains 10 ------------------ Loss before tax (11,876) Taxation (41) ------------------ Loss for the period from continuing operations (11,917) ================== Loss per share - pence loss per share Basic 6 (2.74) p Diluted 6 (2.74) p Consolidated Balance Sheet As at 30 June 2007 Note As at 30 June 2007 £'000s Assets Non-current assets Intangible assets 7 28,041 Available for sale investments 8 16,131 Equipment 1 ------------------ Non-current assets 44,173 ------------------ Current Assets Cash and cash equivalents 5,874 Trade and other receivables 66 Prepayments 7 ------------------ Current Assets 5,947 ------------------ TOTAL ASSETS 50,120 ================== Equity and liabilities Current liabilities Trade and other payables 755 ------------------ Current liabilities 755 ------------------ Equity attributable to equity holders of the parent Issued capital 4,617 Share premium 53,634 Revaluation reserve 2,002 Other reserves 1,029 Accumulated losses (11,917) ------------------ Total shareholders' equity 49,365 ------------------ TOTAL EQUITY AND LIABILITIES 50,120 ================== Consolidated Statement of Changes in Equity For the period ended 30 June 2007 Accumulated Issued Share Revalu- Share Reverse Total Losses Capital Premium ation Option acquis- reserves ition reserve £'000s £'000s £'000s £'000s £'000s £'000s £'000s Loss for the financial period (11,917) - - - - - (11,917) Share options reserve - - - - 507 - 507 New shares issued - 4,517 54,751 - - - 59,268 Share issue costs - - (1,117) - - - (1,117) Revaluation of investments held for sale - - - 2,002 - - 2,002 Reverse acquisition reserve - - - - - 522 522 -------- ------ ------ ------- ------ ------- ------- Net change in shareholders' equity (11,917) 4,517 53,634 2,002 507 522 49,265 -------- ------ ------ ------- ------ ------- ------- Shareholders' equity brought - 100 - - - - 100 forward -------- ------ ------ ----- ------ ------- ------- Shareholders' equity at 30 June 2007 (11,917) 4,617 53,634 2,002 507 522 49,365 ========= ======= ====== ===== ====== ======= ======== Consolidated Cash Flow Statement For the period 1 January 2006 to 30 June 2007 18 Months ended 30 June 2007 £'000s Operating activities Loss before tax from continuing operation (11,876) Interest expense 126 Interest income (507) Income tax paid 41 Write-off of goodwill on acquisition 584 Write-down of intangibles 8,646 Foreign exchange gain (10) Share-based payments expense 507 Write-off capitalised development costs 911 Forex gain on investments (115) Working capital adjustments Increase in trade and other receivables (73) Increase in trade and other payables (427) ------------------ Cash generated from operations (2,193) ------------------ Interest paid (126) Income tax paid (41) ------------------ Net cash outflows from operating activities (2,360) ------------------ Investing activities Purchase of investments held-for-sale (845) Acquisition of subsidiaries (3,416) Interest received 507 ------------------ Net cash outflows from investing activities (3,754) ------------------ Financing activities Proceeds from issue of shares 12,940 Transaction costs incurred with share issues (952) ------------------ Net cash inflows from financing activities 11,988 ------------------ Net increase in cash and cash equivalents 5,874 ------------------ Cash and cash equivalents at 30 June 2007 5,874 ================== Notes to the financial statements 1. Basis of preparation and significant accounting policies The financial information set out in this announcement does not constitute the company's statutory financial statements for the period ended 30 June 2007. Statutory financial statements for the period ended 30 June 2007, prepared under International Financial Reporting Standards as adopted for use in the European Union, will be delivered to the Registrar of Companies following the Company's Extraordinary General Meeting. The auditors have reported on those accounts; their report was unqualified, did not include references to any matters to which the auditors drew attention by way of emphasis without qualifying their reports and did not contain statements under section 237 (2) or (3) of the Companies Act 1985. The financial information for the period ended 30 June 2007 has been prepared using accounting policies which are consistent with those adopted in preparing the interim financial information for the period ended 31 December 2006. As a consequence of the Reverse Acquisition accounting, the consolidated financial statements for the Group are presented for the 18-month period ended 30 June 2007. Quadrise International Limited, being the deemed acquirer under Reverse Acquisition accounting, remained dormant until 18 April 2006 and, accordingly, Group comparatives are not disclosed in this announcement. The preliminary results were approved by the Board of Directors on 5 October 2007. 2. Operating loss Operating loss is stated after charging: 18 Months ended 30 June 2007 £'000s Staff cost 1,340 Auditor's remuneration: Audit services 59 Non-audit services - tax 6 Non-audit services - other 2 Goodwill write off 584 Amortisation charge on intangibles 8,646 Share option charge 507 Staff cost includes the salaries of directors employed directly by the Company. 3. Goodwill On the acquisition of Zareba plc, the AIM shell company, goodwill on acquisition of £584k was fully written off. 4. Amortisation of Intangible Assets The Board has reviewed the accounting policy for intangible assets and has adopted a policy for the amortisation of those assets, which have a finite life. A key asset that fits this description is the combination of rights secured under the Akzo Nobel Alliance Agreement, together with other unpatented technologies, industry know-how and trade secrets, which drive the principal business case for QFI. Under the present arrangements, the Akzo Nobel Alliance Agreement, while intended to continue on an evergreen basis, could be terminated by Akzo Nobel or QFI at 12 months notice at any time after 20 December 2009. Whilst the directors believe that it is likely to be in the commercial best interests of both parties to continue the agreement beyond 20 December 2009, there can be no guarantee that this will occur. The directors have, accordingly, amortised this intangible asset over the remaining lifespan of the current agreement. This policy has resulted in a non-cash charge of £8,646k to the income statement for the 18-month period ending 30 June 2007. 5. Finance Revenue Finance revenue of £507K recognised during the period has arisen from interest on bank deposits. 18 Months ended 30 June 2007 Loss for the period from continuing operations (£000's) (11,917) Weighted average number of shares: Basic 435,424,442 Diluted 435,424,442 Loss per share: --------------- Basic (2.74)p --------------- Diluted (2.74)p --------------- Basic loss per share is calculated by dividing the loss for the period from continuing operations of the company by the weighted average number of ordinary shares in issue during the period. For diluted loss per share, the weighted average number of ordinary shares in issue is adjusted to assume conversion of all potential dilutive options over ordinary shares. Potential ordinary shares resulting from the exercise of share options have an anti-dilutive effect. As a result, diluted loss per share is disclosed as the same value as basic loss per share. 6. Intangible Assets 30 June 2007 £'000s Intellectual Property Cost As at 1 January 2006 - Acquired Intellectual property on 19 April 2006 36,687 ------------- 36,687 ------------- Amortisation Charge for the period (8,646) ------------- Net book value 28,041 ------------- Goodwill Cost As at 1 January 2006 - Recognised on acquisition of Zareba plc 584 Written off during the period (584) ------------- Net book value - ------------- Net book value - intangibles 28,041 ------------- Intangibles include intellectual property of £36.7m acquired from Quadrise International Limited, which comprises both assets of finite and infinite life. Quadrise Canada Corporation's royalty income of £7.7m and the MSAR Trade name of £3.1m are termed as assets having infinite life and hence not amortised. The remaining intangibles amounting to £25.9m which are primarily made up of technology and know- how are considered as finite assets and amortised over 45 months. The Board has reviewed the accounting policy and adopted an amortisation policy on those assets which have a finite life. As a consequence of adopting this policy, a non cash charge of £8.6m has been recognised in the income statement during the period. 7. Available for Sale Investments 30 June 2007 £'000s Unquoted securities 16,131 ------------- 16,131 ------------- Unquoted securities represent the Group's investment in Quadrise Canada Corporation and Paxton Corporation, both of which are incorporated in Canada. As at the balance sheet date the Group held a 19.19% share in the ordinary issued capital of Quadrise Canada Corporation and a 7.77% share in the ordinary issued capital of Paxton Corporation. 8. Acquisition of Business a) Quadrise restructuring, acquisition of Quadrise International Limited and reserve takeover to create Quadrise Fuels International plc On 10 October 2005 Quadrise International Limited (QIL) was incorporated in order to facilitate the acquisition of Quadrise Limited and the transference of all of its Quadrise interests under one new company. On 23 February 2006 International Energy Group AG transferred its Quadrise interests to QIL, being 100% of Quadrise Power Systems AG (QPS AG), 1,097,500 common shares in Quadrise Canada Corporation, a 50% interest in Quadrise USA LP Inc, the rights under an alliance agreement with Akzo Nobel and other intangible assets in the commercial department of the Quadrise MSAR technology. £'000s Net assets acquired: Net worth of QPS AG 43 1,097,500 common shares in Quadrise Canada Corporation 4,112 ---------- Total net worth of acquisition 4,155 Intellectual property on acquisition 29,861 ---------- Total 34,016 ---------- Satisfied by: Issuance of shares 34,016 ---------- Total consideration 34,016 ---------- (b) Acquisition of Quadrise Limited On 10 March 2006 Quadrise International Limited acquired 100% of Quadrise Limited: £'000s Net assets acquired: Investments held in Quadrise Canada Corporation at 9,278 fair value Intellectual property 6,826 ---------- Total 16,104 ---------- Satisfied by: Cash consideration 4,692 Shares consideration - capital contribution 4,286 Shares in Quadrise Canada Corporation at fair value - capital contribution 3,734 Foreign exchange 25 750,000 new shares issued in QIL 3,367 ---------- Total consideration 16,104 ---------- (c) Acquisition of Zareba plc On 18 April 2006 Quadrise International Limited acquired 100% of Zareba plc, an AIM cash shell company through a reverse acquisition takeover, in order to list as Quadrise Fuels International plc. Goodwill of £584k was realised on the acquisition, which was fully expensed in the period. £'000s Net assets acquired: Cash 1,201 Goodwill arising on acquisition 584 ---------- Total 1,785 ---------- Satisfied by: Capital contribution 1,785 ---------- Total Consideration 1,785 ---------- 10. Copies of the Annual Report Copies of the annual report will be available on the Company's website at www.quadrisefuels.com and from the Company's registered office, Parnell House, 25 Wilton Road, London SW1V 1YD. This information is provided by RNS The company news service from the London Stock Exchange

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