Final Results & Notice of AGM

RNS Number : 6618A

Baron Oil PLC

31 May 2019

 

Market Abuse Regulation (MAR) Disclosure

Certain information contained in this announcement would have been deemed inside information for the purposes of Article 7 of Regulation (EU) No 596/2014 until the release of this announcement.

31 May 2019

Baron Oil Plc

("Baron Oil" or "the Company")

Final Results for the Year Ended 31 December 2018
Notice of Annual General Meeting

Baron Oil (AIM: BOIL), the oil and gas company with a strategy of exploring near-term drilling opportunities in established producing areas, is pleased to announce its audited financial results for the year ended 31 December 2018.

Operations

·   Well 98/11a-6 encountered oil in the Sherwood sandstone of the Colter South Prospect, Licence P1918 offshore Dorset. Re-mapping and evaluation is underway to determine route to commerciality

·   Adjacent Purbeck Prospect and other leads in onshore PEDL330 and PEDL345 upgraded by shows in the Cornbrash formation in 98/11a-6z side-track

·   Applications pending in UKCS 31^st Licensing Round to strengthen existing licence position

·   Peru Block XXI farmout discussions continue with several parties; new period of Force Majeure agreed by Perupetro to run from 1 January 2019

·   Application with SundaGas for SE Asia Block remains live and new opportunities being discussed

·   Recent Board changes increase execution capacity and broaden deal access

Financial

·   Net result for the year was a loss before taxation of £3,280,000 (2017: loss of £2,058,000)

·   Loss after taxation attributable to shareholders was £2,495,000 (2017: loss of £1,539,000)

·   End of year free cash balance of £1,709,000 (2017: £3,873,000), reduced post year-end by Colter and Wick drilling costs of £1,071,000

·   Exploration and evaluation expenditure of £1,526,000 written off in Income Statement

·   IFRS6 intangible asset impairment charge of £1,360,000 on Peru Block XXI

·   Administration expenditure for the year was £549,000 (2017: £510,000)

Commenting on the results, Malcolm Butler, Executive Chairman, said:

"This has been an eventful time for the Company, with participation in two wells after a long period with little activity.  It is unfortunate that the Wick Prospect was unsuccessful but the Colter well and its sidetrack provided encouragement that there is an oil accumulation with commercial potential in Licence P1918 as well as upgrading the potential of our adjacent onshore licenses.  The team is working hard to get further drilling activity in 2019 by bringing in a partner to Peru Block XXI.  We continue to look to SE Asia as an area for growth and I hope we will be able to bring to fruition the existing application with SundaGas.

"The appointment of Andy Yeo as Managing Director and Jon Ford as a Non-Executive Director brings additional City expertise and widens our access to New Venture opportunities.  We are actively engaged on the evaluation of our existing portfolio and continue to review a number of possible new ventures and initiatives."

Notice of Annual General Meeting

The Company will be holding its AGM at the offices of Kerman & Co, 200 Strand, London WC2R 1DJ on 26 June 2019 at 11:00 a.m.

Forms of proxy must be completed, signed and returned so as to be received by the Company's Registrars by no later than 11:00 a.m. on 24 June 2019.  Full details are set out on in the Notice of Annual General Meeting, which will be available on the Company's website from 11:00 a.m. on Friday 31 May 2019 (https://www.baronoilplc.com/documents-circulars/).

Competent Person's Statement

Pursuant to the requirements of the AIM Rules for Companies, the technical information and resource reporting contained in this announcement has been reviewed by Dr Malcolm Butler BSc, PhD, FGS, Executive Chairman of the Company. Dr Butler has more than 45 years' experience as a petroleum geologist.  He has compiled, read and approved the technical disclosure in this regulatory announcement.  The technical disclosure in this announcement complies with the Society of Petroleum Engineers standard.

For further information, please contact:

Baron Oil Plc	[phone]
Malcolm Butler, Executive Chairman
Andy Yeo, Managing Director
SP Angel Corporate Finance LLP	[phone]
Nominated Adviser and Broker
Lindsay Mair, Richard Hail, Richard Redmayne

 

CHAIRMAN'S STATEMENT & OPERATIONS REPORT

FINANCE AND FINANCIAL RESULTS

The net result for the year was a loss before taxation of £3,280,000, which compares to a loss of £2,058,000 for the preceding financial year, and the loss after taxation attributable to Baron Oil shareholders was £2,495,000, compared to a loss of £1,539,000 in the preceding year.

Turnover for the year was £nil (2017: £nil), there being no sales activity since the cessation of production in July 2015 from the Nancy-Burdine-Maxine fields ("NBM") in Colombia and the expiry of the licence in October 2015.

Exploration and evaluation expenditure written off included in the Income Statement amounts to £1,526,000. This arises from expenditure amounting to £1,312,000 on unsuccessful exploration in Licence P2235 (Wick), £164,000 expenditure in Peru on Block XXI (see below), £39,000 in costs regarding the South East Asia Joint Study Agreement with SundaGas, and minor expenditures relating to the UK Offshore 31st Licensing Round. Most of the Wick costs relate to the exploration well (11/24b-4), which was drilled during December 2018 and January 2019 and has been written off direct to the Income Statement as there will be no further activity on this licence. Because the well began drilling during 2018, the directors have taken the view that the entire cost should be written off in these Financial Statements.  Of this expenditure, £1,095,000 was invoiced in 2018, with the remainder invoiced and paid in 2019.

On the Colter exploration well (98/11a-6), although £376,000 was invoiced during 2018 in respect of preparations for the drilling of the well, these costs have been treated as prepayments in the accounts because the well did not begin drilling until February 2019.

There was an intangible asset impairment charge in the year of £1,360,000 arising on Peru Block XXI. The Group incurred expenditure totalling £164,000 on its 100%-owned onshore Block XXI, arising from both direct costs and local staff and support costs. In accordance with our accounting policy, the Group has been charging unsuccessful exploration costs direct to the Income Statement; however, the results of the 2015/16 2D seismic on Block XXI were encouraging and it was considered likely that they would lead to the drilling of an exploration well during 2019. Because of this, the Board believed that these costs should remain on the Balance Sheet as capitalised exploration and evaluation expenditure.  However, the block now has less than 6 months remaining in which to drill a well once Force Majeure is lifted and no firm proposal has been received from a third party to drill the well.  IFRS6 (the relevant accounting standard) states that an asset should be impaired if there is a prospect of a licence coming to an end in the near future, which for the purposes of this Annual Report would be the next 12 months. On this basis, the decision has now been taken to impair the entire carrying amount.

In Colombia, Inversiones Petroleras de Colombia SAS ("Invepetrol"), in which the Company held a 50% interest, was put into liquidation on 3 April 2018. The Company believes that there will be no residual liabilities to the Company and as a result an earlier provision of £83,000 has now been released to the Income Statement.

Administration expenditure for the year was £549,000, compared to £510,000 in the preceding year, excluding the effects of exchange rate movements. Directors and employee costs amount to £332,000, listing compliance and other professional fees a further £135,000, and £82,000 in respect of other overheads.

During the year, we saw a modest weakening in the Pound Sterling against the US Dollar and, with the majority of the group's assets being denominated in US dollars, this has given rise to a gain of £130,000. This compares with a loss of £508,000 in the preceding year, when the Pound Sterling showed some strengthening against the US Dollar.

The Company has re-examined its tax position in Peru and as a result, believes that provisions in previous years were excessive with a resulting credit to Income Statement of £785,000.

At the end of the financial year, free cash reserves of the Group had decreased to £1,709,000 from a level at the preceding year end of £3,873,000.

The Group continues to pursue a conservative view of its asset impairment policy, giving it a Balance Sheet that consists largely of net current assets and what it considers to be a realistic value for its remaining exploration assets. Given the limited cash resources, the Board will take a prudent approach in entering into new capital expenditures beyond those already committed to existing ventures.

EXPLORATION ACTIVITY

Following the recovery of US$3.6 million from the relinquishment of Peru Block Z-34 at the end of 2017, during 2018 Baron has followed a new strategy concentrating on near-term drilling opportunities in the United Kingdom, which led to participation in the drilling of two offshore exploration wells.

UNITED KINGDOM OFFSHORE LICENCE P2235 ("WICK" PROSPECT) (BARON 15%)

Baron announced on 19 February 2018 that it had signed an option to farm in to UK Offshore Licence P2235 (Block 11/24b), containing the Wick Prospect. This option was exercised on 13 March 2018, when Baron signed a definitive Farmout Agreement with Corallian Energy Limited ("Corallian") under which the Company paid 20% of the costs of the Wick well (11/24b-4), up to a maximum gross cost of £4.2 million, and 15% of other costs on the the well and licence in order to earn a 15% working interest in P2235. The Wick well was designed to test the Wick Prospect, forming part of the larger Wick structural complex, and the prospect was deemed by the Operator (Corallian) to be capable of containing unrisked recoverable Pmean Prospective Resources of 26 million barrels of oil equivalent. Drilling commenced on 24 December 2018, using the Ensco-72 Jack-up rig, and reached a Total Depth of 1,000m MD.  Drilling operations were completed on 16 January 2019 and the well was plugged and abandoned without encountering hydrocarbons. The primary target of the well, the Beatrice Sandstone, was encountered at a depth of 933.5m but was interpreted to be water bearing. Petrophysical analyses indicated that the Beatrice Sandstone had a gross thickness of 22.8m with 19.8m of net sandstone of 17.2% average porosity. Unfortunately, the presence of a thick, poorly cemented sand body above the target reservoir created problems in running and cementing casing, leading to cost overruns.  The pre-drill final AFE cost of the well was estimated at £5.7 million including back costs (£1.1 million net to Baron) but the actual final cost against items included in the AFE is estimated to have been £6.97 million (£1.258 million net to Baron). Additional costs of £54,000 were incurred for items, such as insurance and operator overhead, outside the scope of the AFE.

No further activity is currently planned on Licence P2235.

UNITED KINGDOM OFFSHORE LICENCE P1918 ("COLTER" PROSPECT) (BARON 8%)

Baron announced on 13 March 2018 that it had entered into a Farmout Agreement with Corallian under which it would earn a 5% working interest in UK Offshore Licence P1918, which contains the Colter Prospect, and on 25 July 2018 the Company announced that it had agreed to increase its working interest to 8% in this project. Under the terms of the revised agreement with Corallian, which operates the licence, the Company would pay 10.67% of the costs related to this well, capped at a gross cost of £8.0 million. Costs above this cap were to be funded at 8%.  The final pre-drill AFE cost of the well was estimated at £7.5 million including back costs (£810,000 net to Baron).

The Colter Prospect area lies in Bournemouth Bay, immediately southeast of the Wytch Farm oilfield which has been developed from onshore facilities. Mapping of 3D seismic data by Corallian indicated that the 98/11-3 well, which encountered oil in the Triassic Sherwood sandstone reservoir in 1986, lay on the flank of a structure that had the potential to hold unrisked P50 Prospective Resources of 26.8 million barrels of oil recoverable from this reservoir. Drilling of the Colter well (98/11a-6) commenced on 6 February 2019, using the Ensco-72 jack-up rig, and reached a Total Depth of 1,870m MD in the Sherwood Sandstone on 24 February 2019. 

The 98/11a-6 well unexpectedly remained on the southern side of the Colter Prospect bounding fault but encountered oil and gas shows over a 9.4m interval at the top of the Sherwood Sandstone reservoir. A petrophysical evaluation of the logging while drilling data has calculated a net pay of 3m. Similar indications of oil and gas were encountered in the 98/11-1 well, drilled in 1983 by British Gas, within the Colter South fault terrace. Provisional analysis of the new data indicates that the two wells may a share a common oil-water-contact, having both intersected the down-dip margin of the Colter South Prospect.

A decision was made by the Joint Venture to drill a side-track (98/11a-6z) to the north to evaluate the original Colter Prospect, at an estimated AFE cost of £2.30 million. The well was drilled to a Total Depth of 1,910m MD and encountered the Sherwood Sandstone below the oil-water-contact of the 98/11-3 well. Initial evaluation of the data from both wells indicates that the Colter Prospect is smaller than pre-drill estimates. It has now been determined that the majority of the Prospective Resource resides within the Colter South portion of the play. Pre-drill, Corallian (Operator of the licence) had an estimated Pmean recoverable Prospective Resource volume of 15 mmbbls for the Colter South Prospect.  Work continues on the re-mapping and evaluation of the area, which will be used to determine the forward plan to maximise the potential value associated with the Colter and Colter South Prospects.

The estimated final combined cost for items included within the AFEs for 98/11a-6 and the 98/11a-6z sidetrack was some £10.87 million (£1.09 million net to Baron). Additional costs of £56,000 were incurred for items, such as insurance and operator overhead, outside the scope of the AFE.

UNITED KINGDOM ONSHORE LICENCES PEDL330 & PEDL345 (BARON 8%)

By participating in the drilling of the Colter well, the Company also earned an 8% interest in adjacent onshore Licences PEDL330 and PEDL345.  PEDL345 includes a major part of the Purbeck Prospect, in which the presence of oil and gas was demonstrated by the Southard Quarry-1 well, drilled by BP in 1990.

The Colter side-track also encountered live oil and gas shows in the Jurassic Cornbrash-Lower Oxfordian interval, the producing reservoir zone in the onshore Kimmeridge oilfield. This upgrades the Purbeck Prospect, in which the Cornbrash is one of the targets, and other potential leads on trend to the west of the Colter area within these onshore licences, which are held by the same Joint Venture group as offshore Licence P1918.

UNITED KINGDOM OFFSHORE 31ST LICENSING ROUND

Applications for licences in the 31st Offshore Licensing Round closed on 7 November 2018. As disclosed by the UK's Oil & Gas Authority (OGA), the Round attracted 36 applications covering 164 blocks in frontier areas of the UK Continental Shelf (UKCS).

Baron has applied as a non-operator with two groups. The directors understand that the OGA intends to offer awards to successful applicants as early as possible during the first half of 2019.

PERU ONSHORE BLOCK XXI (BARON OIL 100%)

Baron continues its farm-in discussions on Block XXI with several parties, although no firm offer has yet been received. The Block is in the 5th and last exploration phase with about 6 months left in which to drill when Force Majeure is lifted. The well location and Environmental Impact Assessment have been approved. In order to maximise the chances of finding a partner, Baron has negotiated a 3-year extension, to be approved once the well has been drilled. The current period of Force Majeure has been agreed by PeruPetro to run from 1 January 2019 but the final documentation is still to be received by the Company.

SOUTH EAST ASIA STUDY GROUP

The separate SE Asia block application made by SundaGas in 2016 remains live and we hope that the previous delays on a decision to award the block may now be coming to an end. If the block is awarded to SundaGas, Baron will have the right to hold a 25% interest. In the meantime, Baron continues to discuss with SundaGas the possibility of participation in other exploration opportunities in SE Asia.

CONCLUSIONS

This has been an eventful time for the Company, with participation in two wells after a long period with little activity. It is unfortunate that drilling the Wick Prospect was unsuccessful and that difficulties were encountered that caused a cost overrun.  However, the Colter well and its sidetrack provided encouragement that there is an oil accumulation present in Licence P1918 that has commercial potential.  The partners in P1918 are now looking again at both 2D and 3D seismic data to help understand the morphology of this accumulation and determine how and when it could be commercialised.

We continue to look to SE Asia as an area for growth and I hope we will be able to bring to fruition the existing application with SundaGas, which has the potential to add significant shareholder value.

I am pleased that Andy Yeo has agreed to become an executive of the Company, as Managing Director, and I believe he will help increase our profile in the City as we go forward.  The appointment of Jon Ford, a highly experienced exploration manager, as non-executive director gives us the benefit of an independent view of proposals for new ventures as well as broader access to opportunities. Although Geoff Barnes stepped down from the Board at the end of March 2018, we are pleased that he has agreed to remain as Financial Controller and Company Secretary.

Malcolm Butler

Executive Chairman

30 May 2019

 

CONSOLIDATED INCOME STATEMENT FOR THE YEAR ENDED 31 DECEMBER 2018
	2018	2017
	£'000	£'000
Revenue	-	-
Cost of sales	-	-
Gross profit	-	-
Exploration and evaluation expenditure	(1,526)	(109)
Intangible assets written off	-	(1,837)
Intangible asset impairment	(1,360)	-
Receivables and inventory impairment	(54)	43
Deconsolidation of Colombian entity	-	831
Administration expenses	(549)	(510)
Profit/(loss) on exchange	130	(508)
Other operating Income	83	21
Operating loss	(3,276)	(2,069)
Finance cost	(10)	(8)
Finance income	6	19
Loss on ordinary activities
before taxation	(3,280)	(2,058)
Income tax credit/(expense)	785	519
Loss on ordinary activities
after taxation	(2,495)	(1,539)
Dividends	-	-
Loss for the year	(2,495)	(1,539)
Loss on ordinary activities
after taxation is attributable to:
Equity shareholders	(2,495)	(1,539)
Non-controlling interests	-	-
	(2,495)	(1,539)
Earnings per ordinary share - continuing
Basic	(0.181p)	(0.112p)
Diluted	(0.181p)	(0.112p)

 

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED 31 DECEMBER 2018
	2018	2017
	£'000	£'000
Loss on ordinary activities after taxation attributable to the parent	(2,495)	(1,539)
Other comprehensive income:
Exchange difference on translating foreign operations	(11)	35
Total comprehensive income for the year	(2,506)	(1,504)
Total comprehensive income attributable to owners of the parent	(2,506)	(1,504)

 

CONSOLIDATED STATEMENT OF FINANCIAL POSITION AT 31 DECEMBER 2018
	2018		2017
	£'000		£'000
Assets
Non current assets
Property plant and equipment
--- oil and gas assets	-		-
--- others	-		-
Intangibles	66		1,260
Goodwill	-		-
	66		1,260
Current assets
Trade and other receivables	503		18
Cash and cash equivalents	1,838		3,992
	2,341		4,010
Total assets	2,407		5,270
Equity and liabilities
Capital and reserves attributable to owners of the parent
Share capital	344		344
Share premium account	30,237		30,237
Share option reserve	74		122
Foreign exchange translation reserve	1,712		1,723
Retained earnings	(30,577)		(28,163)
Total equity	1,790		4,263
Current liabilities
Trade and other payables	594		195
Taxes payable	23		812
	617		1,007
Total equity and liabilities	2,407		5,270
The financial statements were approved and authorised for issue by the Board of Directors on 30 May 2019 and were signed on its behalf by:
Malcolm Butler	Andrew Yeo
Director	Director
Company number: 5098776

 

COMPANY STATEMENT OF FINANCIAL POSITION AT 31 DECEMBER 2018
	2018	2017
	£'000	£'000
Assets
Non current assets
Property plant and equipment
--- oil and gas assets	-	-
Intangibles	66	1,260
Investments	25	25
	91	590
Current assets
Trade and other receivables	502	14
Cash and cash equivalents	1,692	3,863
	2,194	3,877
Total assets	2,285	4,467
Equity and liabilities
Capital and reserves attributable to owners of the parent
Share capital	344	344
Share premium account	30,237	30,237
Share option reserve	74	122
Foreign exchange translation reserve	(163)	(163)
Retained earnings	(30,510)	(27,892)
Total equity	(18)	2,648
Current liabilities
Trade and other payables	2,295	1,812
Taxes payable	8	7
	2,303	1,819
Total equity and liabilities	2,285	4,467
The financial statements were approved and authorised for issue by the Board of Directors on 30 May 2019 and were signed on its behalf by:
Malcolm Butler	Andrew Yeo
Director	Director
Company number: 5098776

 

CONSOLIDATED AND COMPANY STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 DECEMBER 2018
	Share capital £'000	Share premium £'000	Retained earnings £'000	Share option reserve £'000	Foreign exchange translation £'000	Non-controlling interests £'000	Total equity £'000
Group As at 1 January 2017	344	30,237	(26,624)	81	1,688	347	6,073
Shares issued	-	-	-	-	-	-	-
Transactions with owners	-	-	-	-	-	-	-
(Loss) for the year attributable to equity shareholders	-	-	(1,539)	-	-	-	(1,539)
Disposal of interest	-	-	-	-	-	(347)	(347)
Share based payments	-	-	-	41	-	-	41
Foreign exchange translation adjustments	-	-	-	-	35	-	35
Total comprehensive income for the period	-	-	(1,539)	41	35	(347)	(1,810)
As at 1 January 2018	344	30,237	(28,163)	122	1,723	-	4,263
Shares issued	-	-	-	-	-	-	-
Transactions with owners	-	-	-	-	-	-	-
(Loss) for the year attributable to equity shareholders	-	-	(2,495)	-	-	-	(2,495)
Share based payments	-	-		33	-	-	33
Release of option reserve			81	(81)			-
Foreign exchange translation adjustments	-	-	-	-	(11)	-	(11)
Total comprehensive income for the period	-	-	(2,414)	(48)	(11)	-	(2,473)
As at 31 December 2018	344	30,237	(30,577)	74	1,712	-	1,790

 

CONSOLIDATED AND COMPANY STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 DECEMBER 2018
	Share capital £'000	Share premium £'000	Retained earnings £'000	Share option reserve £'000	Foreign exchange translation £'000	Total equity £'000
Group As at 1 January 2017	344	30,237	(26,550)	81	(163)	3,949
Shares issued	-	-	-	-	-	-
Transactions with owners	-	-	-	-	-	-
(Loss) for the year attributable to equity shareholders	-	-	(1,342)	-	-	(1,342)
Disposal of interest	-	-	-	-	-	(347)
Share based payments	-	-	-	41	-	41
Foreign exchange translation adjustments	-	-	-	-	-	-
Total comprehensive income for the period	-	-	(1,342)	41	-	(1,301)
As at 1 January 2018	344	30,237	(27,892)	122	(163)	2,648
Shares issued	-	-	-	-	-	-
Transactions with owners	-	-	-	-	-	-
(Loss) for the year attributable to equity shareholders	-	-	(2,699)	-	-	(2,699)
Share based payments	-	-	-	33	-	33
Release of option reserve	-	-	81	(81)	-	-
Foreign exchange translation adjustments	-	-	-	-	-	-
Total comprehensive income for the period	-	-	(2,618)	(48)	-	(2,473)
As at 31 December 2018	344	30,237	(30,510)	74	(163)	(18)

 

CONSOLIDATED AND COMPANY STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 31 DECEMBER 2018
	Group 2018 £'000	Company 2018 £'000	Group 2017 £'000	Company 2017 £'000
Operating activities	(2,104)	(1,875)	(680)	(508)
Investing activities
Return from investment and servicing of finance	6	6	19	19
Cash previously not available now released	-	-	2,674	2,674
Loan to subsidiary (advanced)/repaid	-	(236)	-	(283)
Acquisition of intangible assets	(66)	(66)	(298)	(119)
	(60)	(296)	2,395	2,291
Financing activities
Proceeds from issue of share capital	-	-	-	-
Net cash inflow	(2,164)	(2,171)	1,715	1,783
Cash and cash equivalents at the beginning of the year	3,873	3,863	2,158	2,080
Cash and cash equivalents at the end of the year	1,709	1,692	3,873	3,863
Reconciliation to Consolidated Statement of Financial Position
Cash not available for use	129	-	119	-
Cash and cash equivalents as shown in the Consolidated and Company Statement of Financial Position	1,838	1,692	3,992	3,863

 

CONSOLIDATED AND COMPANY STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 31 DECEMBER 2018
	Group 2018 £'000	Company 2018 £'000	Group 2017 £'000	Company 2017 £'000
Operating activities
Loss for the year attributable to controlling interests	(2,495)	(2,699)	(1,539)	(1,342)
Depreciation, amortisation and impairment charges	1,360	923	2	-
Loss on disposal of assets	-	-	-	120
Share based payments	33	33	41	41
Non-cash movement arising on consolidation of non-controlling interests	-	-	(347)	-
Impairment of investment	-	-	-	74
Finance income shown as an investing activity	(6)	(6)	(19)	(19)
Tax (benefit)/expense	(785)	-	(519)	-
Foreign exchange translation	(73)	(122)	512	478
Operating cash outflows before movements in working capital	(1,966)	(1,871)	(1,869)	(648)
(Increase)/decrease in receivables	(485)	(488)	2,052	148
Tax paid	(53)	-	(4)	(4)
Increase/(decrease) in payables	400	484	(859)	(4)
Net cash outflows from operating activities	(2,104)	(1,875)	(680)	(508)

 

END

 

 

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