Interim Results

Xtract Energy plc 28 February 2007 28 February 2007 AIM: XTR XTRACT ENERGY PLC ('Xtract Energy' or the 'Company') Interim Results for the six months ended 31 December 2006 The Directors have pleasure in presenting the Company's interim results and update on activities for the six months ended 31 December 2006. HIGHLIGHTS •Completion of the purchase of substantial holdings in Aviva Corporation Limited (ASX:AVA) and Wasabi Energy Limited (ASX:WAS). •Purchase of further shares in Cambrian Oil & Gas Plc ('COIL') resulting in a total holding of approximately 64.58 per cent. of the current issued share capital of COIL. •Placing of 109,795,800 new ordinary shares of 0.1p each at 5.5p per ordinary share raising £6,038,769 before expenses. •Net profit after tax of £1.060M for the current 6 month period, compared to a net loss of £205k for the 6 months to 31 December 2005. The net profit for the current 6 month period includes unrealised gains totalling £1.406m arising from the revaluation of investments. •Basic earnings per share of 0.23p for the current six month period, compared to a loss per share of 0.12p for the six months to 31 December 2005. •Group cash at bank of £4.2M at 31 December 2006. POST PERIOD HIGHLIGHTS •John Conlon appointed to the board. Mr Conlon is also a director of Cambrian Mining Plc, Xtract Energy's parent company. •Agreement reached with the board of COIL on the terms of a recommended proposal for the acquisition by Xtract Energy of all COIL's shares (other than those already held by Xtract Energy) by way of a scheme of arrangement under section 425 of the Companies Act 1985. Enquiries please contact: Xtract Energy Plc John Newton, CEO +44 (0) 20 7409 0890 Smith & Williamson Corporate Finance Ltd David Jones +44 (0) 20 7131 4000 Azhic Basirov Chairman's Statement For the six months ended 31 December 2006 During the period the Company acquired substantial holdings in Cambrian Oil & Gas Plc ('COIL'), Wasabi Energy Limited ('Wasabi') and Aviva Corporation Limited ('Aviva'). These acquisitions have significantly extended the range of Xtract Energy's energy and resource related investments. Wasabi is a diversified investor in renewable energy and low greenhouse emission technologies, with interests in geothermal waste/heat, uranium exploration in Australia's Northern Territory and biodiesel investments in Victoria. Wasabi recently announced that it had expanded its uranium exploration portfolio through its subsidiary Rum Jungle Uranium Pty Ltd entering into an agreement with Crescent Gold Ltd to earn up to a 90% interest in highly prospective exploration licences in the Northern Territory. Xtract Energy has agreed to sell its holding of 61.5 million ordinary shares in Aviva, together with an interest in a steel-making technology, to Wasabi in exchange for the issue to Xtract Energy by Wasabi of 175 million new Wasabi ordinary shares together with 25 million warrants exercisable at a price of A$0.03 per Wasabi share. This is subject to the approval of shareholders of Wasabi. Aviva is quoted on the ASX market with its head office in Perth, Western Australia. Aviva is growing a portfolio of energy assets with its most advanced assets being the Central West Project. The company has commenced definitive feasibility work programs to study the merits of a 400MW power generation project in the Midwest. COIL has several Oil & Gas projects in the Kyrgyz Republic including exploration (2D seismic programme completed) and water injection (with Kyrgyzneftegas, the state oil company). COIL has also acquired approximately 22% of the issued share capital of ASX listed MEO. MEO has secured Australian Government environmental approvals to install two large scale methanol plants and one 3 million tonne per annum (Mtpa) Liquefied Natural Gas (LNG) plant in an area of shallow water known as Tassie Shoal, located approximately 275km northwest of Darwin Australia. Xtract Oil (of which Xtract Energy completed the acquisition in February 2006) continues to develop the technology for oil extraction from oil shale minerals. The development of Xtract's technology could produce liquid hydrocarbons to address the global decline of conventional oil reserves with significant environmental benefits and higher yields over previously tried extraction methods. Oil shale is not a commodity which is commercially traded and as such access to oil shale is required in order for Xtract to bench test and commercially develop a technology for hydrocarbon extraction. Xtract Energy has acquired mining tenements in Queensland from Intermin Resources Limited, mainly in an area known as Julia Creek. The Julia Creek deposits are estimated to contain substantial quantities of oil. Tests are being conducted by the Australian national research organisation, the CSIRO, and by Monash University. The initial validation tests have demonstrated that recovery from Julia Creek shales would be in order of 150 litres of light crude oil per tonne of shale. Applying this yield rate increase to the yields of 50-65 litres per tonne used last year in Xtract Energy's AIM admission document in relation to certain of the Company's Julia Creek leases results in estimated in situ shale oil resources of over 1.6 billion barrels of oil. Xtract Energy has also made application for an exploration permit encompassing the Nevis Valley oil shale deposits located in the South Island of New Zealand. The permit EP 40-85 (10,450ha) includes locations of known oil shale occurrences. When permitting is completed, the area will be investigated to determine the economic significance of the deposits. Cambrian Mining remains the major shareholder of the Company and Xtract Energy continues to focus on the business of overseeing the development of the Xtract technology and the related kerogen extraction at the Xtract Energy tenements and developing and expanding the Company's portfolio of energy interests. Subsequent to the period end, the boards of Xtract Energy and COIL reached agreement as to the terms of the acquisition by Xtract Energy of all of the COIL shares it does not already own by means of a scheme of arrangement under section 425 of the Companies Act 1985 ('the Scheme'). Under the proposed terms of the Scheme, COIL shareholders will receive 9 new Xtract Energy shares for every 10 COIL shares. The closing mid market prices per share of Xtract Energy and COIL on 9 February 2007, being the last business day prior to date of the announcement in relation to the Scheme, were 5.25 pence and 3.625 pence respectively. Based on these closing mid prices, the Scheme: • Values each COIL share at 4.725 pence; • Values COIL at approximately £14.85 million (on an undiluted basis); and • Represents a premium to COIL shareholders of approximately 30.3%. The Xtract Energy board believes Xtract Energy shareholders will benefit from: • Entry into the Australian Oil and Gas sector through COIL's holding in MEO Australia Ltd ('MEO'); • COIL becoming a wholly-owned subsidiary allowing Xtract Energy to consolidate 100% of the future cash flows from the operations of COIL; • The potential unlocking of value through the removal of the double holding company discount on COIL's associated investments; and • Overhead and management synergies. The Scheme has the support of the COIL board who have recommended that COIL shareholders vote in favour of it. Robert J. Annells Chairman 27 February 2007 Independent Review Report to Xtract Energy Plc Introduction We have been instructed by the Company to review the financial information comprising the Consolidated Income Statement, Consolidated Statement of Recognised Income and Expense, Consolidated Balance Sheet, Consolidated Cash Flow Statement and notes thereon and we have read the other information contained in the interim report and considered whether it contains any apparent mis-statements or material inconsistencies with the financial information. This report, including the conclusion, has been prepared for and only for the Company for the purpose of their interim report and for no other purpose. We do not, therefore, in producing this report, accept or assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our prior consent in writing. Directors' responsibilities The interim report, including the financial information contained therein, is the responsibility of, and has been approved by the Directors. Review work performed We conducted our review in accordance with guidance contained in Bulletin 1999/4 issued by the Auditing Practices Board as if that Bulletin applied. A review consists principally of making enquiries of the Directors and applying analytical procedures to the financial information and underlying financial data and based thereon, assessing whether the accounting policies and presentation have been consistently applied unless otherwise disclosed. A review excludes audit procedures such as tests of controls and verification of assets, liabilities and transactions. It is substantially less in scope than an audit performed in accordance with International Auditing Standards and therefore provides a lower level of assurance than an audit. Accordingly we do not express an audit opinion on the financial information. Review conclusion On the basis of our review we are not aware of any material modifications that should be made to the financial information as presented for the six months and twelve months ended 31 December 2006. Moores Rowland LLP Chartered Accountants 3 Sheldon Square London W2 6PS Consolidated Income Statement For the peirod ended 31 December 2006 Six months ended Year ended 31 December 31 December Notes 2006 2005 2006 2005 (Unaudited) (Unaudited) (Unaudited) (Audited) £'000 £'000 £'000 £'000 Administrative expenses (331) (199) (809) (221) Other operating income 67 - 67 - ------ ----- ------ ------ Operating loss (264) (199) (742) (221) Investment revenues 25 18 33 25 Finance costs (89) - (89) - Share of results of associates 4 812 (24) 812 (24) Other gains 4 822 - 822 - ------ ------ ----- ----- Profit/(loss) before tax 1,306 (205) 836 (220) Tax (246) - (246) - ------ ------ ----- ----- Profit/(loss) for the period 1,060 (205) 590 (220) ====== ====== ===== ===== Profit/(loss) for the period/year attributable to: - Equity holders of the parent 897 (205) 427 (220) - Minority interests 163 - 163 - ----- ----- ----- ----- 1,060 (205) 590 (220) ===== ===== ===== ===== Earnings/(loss) per share - basic 2 0.23p (0.12)p 0.13p (0.21)p - diluted 2 0.17p (0.12)p 0.09p (0.21)p Consolidated Statement of Recognised Income and Expense For the year ended 31 December 2006 Year ended 31 December Notes 2006 2005 (Unaudited) (Audited) £'000 £'000 Exchange differences on translation of foreign operations 1 - Gain on revaluation of available for sale investments 374 - ------ ------ Net income recognised directly in equity 375 - Profit/(loss) for the year 590 (220) ------ ------ Total recognised income and expense for the 965 (220) year ------ ------ Attributable to: - Equity holders of the parent 802 (220) - Minority interests 163 - ----- ----- 965 (220) ===== ====== Consolidated Balance Sheet At 31 December 2006 As at 31 December Notes 2006 2005 (Unaudited) (Audited) £'000 £'000 Assets Non-current assets Intangible assets 3 10,170 81 Property, plant and equipment 190 - Interests in associates 1,216 412 Investments - available for sale 2,798 - ------ ----- 14,374 493 Current assets Cash and cash equivalents 4,214 1,321 Trade and other receivables 398 13 Inventories 14 - Investments - held for trading 4,847 - ------ ------ 9,473 1,334 ------ ------ Total assets 23,847 1,827 ====== ====== Equity and liabilities Capital and reserves Share capital 7,8 557 199 Share premium reserve 8 17,210 1,756 Share based payments reserve 8 257 33 Available for sale reserve 8 374 - Retained earnings 8 208 (220) ------ ------ Equity shareholders' funds 18,606 1,768 Minority interests 2,095 - ------ ------ Total equity 20,701 1,768 ------ ------ Current liabilities Trade and other payables 285 59 Loans due to parent company 6 1,529 - ------ ------ 1,814 59 Non-current liabilities Deferred tax liability 1,332 - ------ ------ Total liabilities 3,146 59 ------ ------ Total equity and liabilities 23,847 1,827 ====== ====== The interim accounts were approved by the Board of Xtract Energy Plc on 27 February 2007 and signed on its behalf by: John Conlon Consolidated Cash Flow Statement For the year ended 31 December 2006 Year ended 31 December Notes 2006 2005 (Unaudited) (Audited) £'000 £'000 Operating activities Operating loss for the period (742) (221) Adjustments for: Amortisation of intangible assets 83 21 Depreciation of property plant and equipment 3 - Share based payment expense 108 79 ----- ----- Operating cash flows before movement in working capital (548) (121) Changes in working capital: Increase in inventories (1) - Increase in trade and other receivables (55) (12) Increase in trade and other payables 11 59 ----- ----- Net cash used in operating activities (593) (74) ----- ----- Investing activities Interest received 33 25 Purchase of property plant and equipment (15) - Purchase of intangible assets and exploration expenditure (172) (21) Purchase of trading investment (406) - Acquisition of associate (1,545) (436) Acquisition of subsidiaries, net of cash 4 33 (82) acquired ----- ---- Net cash used in investing activities (2,072) (514) ----- ---- Financing activities Proceeds on issue of shares 7 6,185 2,010 Share issue expenses 7 (355) (101) Issue of subsidiary shares to minority 128 - interests Repayment of short-term loan (400) - ----- ----- Net cash from financing activities 5,558 1,909 ----- ----- Net increase in cash and cash equivalents 2,893 1,321 Cash and cash equivalents at the beginning of the period 1,321 - ------ ----- Cash and cash equivalents at the end of the period 4,214 1,321 ====== ====== Notes 1. Preparation The interim financial information has been prepared in accordance with International Financial Reporting Standards on the historical cost basis on the basis of the accounting policies set out in the statutory accounts for the year ended 31 December 2005. The Interim Report is unaudited and does not constitute statutory financial statements. The Company has adopted the requirements of IFRS39 as it applies to its investments that are classified as 'available for sale' and 'held for trading'. Investments treated as 'available for sale' are valued at market value and the gains or losses transferred directly to the available for sale reserve. Investments treated as 'held for trading' such as derivatives are valued at market value and the gains or losses recognised immediately as other gains in the profit and loss account for the period. The Company has changed its accounting reference date to 30th June in order to align with its ultimate parent company Cambrian Mining plc. It will therefore draw up consolidated financial statements for the 18 month period ending 30 June 2007. These interim financial statements have been presented accordingly. 2. Earnings/(loss) per share The calculation of the basic and diluted earnings/(loss) per share attributable to the ordinary equity holders of the parent is based on the following data: Six months ended Year ended 31 December 31 December 2006 2005 2006 2005 (Unaudited) (Unaudited) (Unaudited) (Audited) £'000 £'000 £'000 £'000 Earnings/(loss) for the purposes of basic and diluted earnings per share Net profit/(loss) for the period attributable to equity holders of the parent 897 (205) 427 (220) Number Number Number Number Weighted average number of ordinary shares for the purposes of basic earnings per share 388,196,649 164,963,892 326,207,612 102,744,761 Effect of dilutive potential ordinary shares - options and warrants 137,849,860 184,403,619 162,706,191 160,459,832 ------------ ----------- ----------- ----------- Weighted average number of ordinary shares for the purposes of diluted earnings per share 526,046,509 349,367,511 488,913,803 263,204,593 ----------- ----------- ----------- ----------- Prior to this period, no adjustment was made to basic earnings per share because the effect of including the number of outstanding options and warrants would have been to dilute the loss per share. 3. Intangible assets These comprise mining rights and deferred exploration costs. Year ended 31 December 2006 Mining rights Exploration Total costs £'000 £'000 £'000 Cost At 1 January 2006 102 - 102 Additions 327 165 492 Acquired on acquisition of subsidiaries 9,044 636 9,680 ------ ------ ------ At 31 December 2006 9,473 801 10,274 ------ ------ ------ Amortisation At 1st January 2006 21 - 21 Charge for the period 83 - 83 ------ ------ ------ At 31 December 2006 104 - 104 ------ ------ ------ Carrying amount At 31 December 2006 9,369 801 10,170 ====== ====== ====== Mining rights acquired have not been amortised as the related properties are in the stage of exploration and development. Certain amounts relate to mining tenement sharing rights and these are amortised over the tenement period of 5 years. 4. Acquisition of subsidiaries Xtract Oil Limited On 17 February 2006 the Company acquired 78.3% of the issued share capital of Xtract Oil Limited increasing its holding to 100% for consideration of £4,939,000 including expenses. The consideration and net assets acquired were as follows: Book Fair value values adjustments Fair value £000 £000 £000 Net assets acquired: Trade receivables 69 - 69 Bank and cash balances 65 - 65 Mining rights - 5,217 5,217 ----- ----- ----- 134 5,517 5,351 ===== ===== ===== Satisfied by : Cash 817 Directly attributable costs 99 ----- 916 Share issue (note 7) 4,023 ----- Total consideration 4,939 Carrying value of associate brought forward 412 ----- 5,351 ===== Net cash outflow arising on acquisition: Cash and cash equivalents acquired 65 Cash consideration paid (817) Directly attributable costs (99) ----- (851) Xtract Oil Limited contributed to the group's 12 month consolidated results, an operating loss of £8,163 and a loss before tax of £4,918 for the period between the date of acquisition and the balance sheet date. Cambrian Oil and Gas Plc During the six month period the Company acquired 65.5% of the issued share capital of Cambrian Oil & Gas PLC ('COIL'), since diluted to 64.6%, for total consideration of £6,579,000 including expenses as follows: Effective date Number of Number of Percent Purchase Consideration £'000 shares options or acquired type warrants to date 1 September 2006 15,000,000 15,000,000 9.5% Private Cash 450 purchase 21 September 2006 29,630,769 7,844,944 28.2% Private Convertible 889 purchase loan (note 5) 23 October 2006 65,000,000 65,000,000 35.4% Placing Short-term 1,950 loan (note 6) 15 November 2006 53,333,333 53,333,333 52.6% Private Shares 1,855 purchase (note 7) 22 November 2006 40,000,000 40,000,000 65.5% Market Cash 1,800 purchase ----------- ----------- ------ 202,964,102 181,178,277 6,944 Expenses 41 ------ Total consideration 6,985 ------ of which - shares 6,579 - options 406 Of the unlisted options and warrants 141m attached to shares were acquired for nil consideration, of which 7.8m have since expired; a further 40m were acquired on 22 November 2006 for £400,000 plus expenses. Of the 173.3m outstanding 35m expire in July 2007 and the remainder expire in October 2007. COIL is a London AIM listed company that with its subsidiary and associate undertakings ('COIL group') is involved in investment in and financing of oil and gas exploration and development assets. COIL group includes a subsidiary with interests in Kyrgyzstan and two associates: 22% in MEO Australia Ltd ('MEO'), listed on the Australian Stock Exchange, and 33% of Elko Energy Inc, based in Canada. The COIL group contributed to the group's results for the period and year, an operating loss of £101,560 and a profit before tax of £1,530,098 for the period between the date of acquisition and the balance sheet date. The net assets of the COIL group acquired are as follows: Book value Adjustments to Fair value Fair value (UK GAAP) IFRS adjustments (IFRS) £'000 £'000 £'000 £'000 Mining rights and exploration costs 2,245 - 2,218 4,463 Investment in associates 6,100 - (4,866) 1,234 Property, plant and equipment 178 - - 178 Investments - held for trading - 3,619 - 3,619 Inventories 13 - - 13 Trade and other receivables 261 - - 261 Cash and cash equivalents 2,769 - - 2,769 Trade and other payables (2,238) - - (2,238) Deferred tax liability - (1,086) (1,086) ----- ----- ----- ----- 9,328 2,533 (2,648) 9,213 ----- ----- ------ Less: minority interests (1,804) Less: share of results of associate recognised (830) ------ 6,579 ------ Satisfied by: Cash 1,850 Directly attributable costs 35 ----- 1,885 Convertible loan (note 5) 889 Short-term loan (note 6) 1,950 Share issue (note 7) 1,855 ------ Total consideration 6,579 ------ Net cash inflow arising on acquisition: Cash paid for shares (1,885) Cash and cash equivalents acquired 2,769 ----- 884 ----- COIL reports its financial data under UK GAAP and the group's share of its result when it was accounted as an associate for the period between 21 September 2006 and 15 November 2006 is insignificant. However, the group has recognised £830,000 being the share of the post-tax gain that would have been recognised by COIL if it has adopted IFRS, reflecting an unrealised gain in its holding of options in MEO. This is included in the total share of associates results of £812,000. Other gains of £822,000 recorded in the consolidated profit and loss account reflect the unrealised gain on the MEO options since COIL was fully consolidated as a subsidiary from 15 November 2006. After deferred tax of £246,000 and minority interests of £210,000 the impact on the profit for the period and profit attributable to shareholders is £576,000 and £366,000 respectively. 5. Convertible loan On 21 September 2006 the Company entered into a convertible loan arrangement in settlement of the purchase of shareholdings from the Company's ultimate parent company Cambrian Mining Plc and its subsidiaries. This included the purchase of 29.6m shares in COIL acquired for £0.9m consideration (note 4), and available for sale investment holdings of 19% in Wasabi Energy Limited for £0.8m and 19% in Aviva Corporation Limited for £1.6m. The value of the loan of £3.4m including interest payable was converted into 61.1m new ordinary shares at the placing price of 5.5p a share on 17 November 2006. 6. Short-term loan The company entered into a short-term loan facility with Cambrian Mining Plc for £2m available at 2% above LIBOR, of which £1.95m was used on 23 October 2006, in consideration for the purchase of 65m new ordinary shares in COIL, its share of the placing on the same date. The loan was reduced by £0.5m in settlement of placing proceeds due from Cambrian Mining Plc (note 7), leaving approximately £1.4m outstanding at the balance sheet date. An additional £0.1m is outstanding between COIL and Cambrian Mining Plc. 7. Share capital This comprises Issued and fully paid ordinary shares of 0.1p each Number of shares At 1 January 2006 199,088,550 Issued for access to mining tenement rights 30,000,000 Share consideration for Xtract Oil Limited at 7p per share 57,471,250 Shares issued as payment for services 250,000 ----------- At 30 June 2006 286,809,800 Issue in lieu of mining exploration costs @ 1p per share 2,000,000 Issue for warrants exercised at 1p per share 68,500,000 Share consideration for COIL at 6.375p per share 29,090,909 Conversion of loan note at 5.5p per share (note 5) 61,113,291 Placing at 5.5p per share 109,795,800 ----------- At 31 December 2006 557,309,800 ----------- On 17 February 2006, the Company issued 57,471,250 shares valued at £4,022,988 based on the market value of 7p per share, as part consideration for acquiring 78.3% of the shares in Xtract Oil Limited (note 4). On 15 November 2006, the Company issued 29,090,909 shares valued at £1,854,545 based on the market value of 6.375p per share, as consideration for the purchase of 53.3m shares in COIL from Cambrian Mining Plc. The consideration forms the cost of the acquired shares in COIL (note 4). On 22 November 2006 the Company completed a placing and open offer of 109,795,800 new ordinary shares of 0.1p each at 5.5p per share generating proceeds of £6,038,769, before expenses. These comprised £5,500,000 cash plus £538,769 in relation to 9,785,800 shares placed with Cambrian Mining Plc settled by way of offset against short-term loan amounts due to Cambrian Mining Plc (note 6). Unlisted warrants Shares issued as a result of warrants exercised generated cash proceeds of £685,000. After exercises and further grants during the period, the following warrants remain outstanding at 31 December 2006: Issued 29 March 2005 - 115,588,550 exercisable at 1p per share Issued 29 March 2005 - 3,000,000 exercisable at 1.5p per share Issued 24 April 2006 - 5,000,000 exercisable at 5.5p per share Issued 22 November 2006 - 7,213,475 exercisable at 5.5p per share Each one of the above warrants vested immediately and expires within three years of issue, entitling the holder to one fully paid share in the Company upon payment of the warrant exercise price per share. 8. Movements in capital and reserves Share capital Share premium Share based Available for Retained reserve payments sale reserve earnings reserve £000 £000 £000 £000 £000 At 1 January 2006 199 1,756 33 - (220) Issue of shares 88 4,253 (18) - - Share based payments expense - - 108 - - Loss for the period - - - - (470) ---- ----- ----- ---- ----- At 30 June 2006 287 6,009 123 - (690) Issue of shares 270 11,690 - - - Share issue expenses - (489) 134 - - Gain on revaluation of available for sale investments - - - 374 - Exchange differences on translation - - - - 1 Profit for the period - - - - 897 ------ ------ ------ ----- ------ As at 31 December 2006 557 17,210 257 374 208 ------- ------ ------ ----- ------ 9. Events after the balance sheet date On 12 February 2007 the Boards of Xtract Energy Plc ('Xtract') and Cambrian Oil & Gas plc ('COIL') announced that they had reached agreement on the terms of a recommended proposal for COIL shareholders (other than Xtract) to acquire shares in Xtract for shares in COIL by way of scheme of arrangement under section 425 of the Companies Act 1985 (the 'Scheme'). Under the proposed terms of the Scheme, COIL shareholders will receive 9 new Xtract shares for every 10 COIL shares. The closing mid-market prices per share of Xtract and COIL on 9 February 2007 were 5.25p and 3.625p respectively. The Scheme requires approval by COlL shareholders (other than Xtract) and the sanction of the Court. 10. Other matters The financial information for the year ended 31 December 2006 does not constitute statutory accounts, as defined in Section 240 of the Companies Act 1985, but is based on the statutory accounts for the year then ended. Those accounts, upon which the auditors issued an unqualified opinion, have been delivered to the Registrar of Companies. The Interim Report for the six months ended 31 December 2006 was approved by the Directors on 27 February 2007. Copies of the interim report are available from the Company's website www.xtractenergy.com or on written request to the Company Secretary, Xtract Energy Plc, 27 Albemarle Street, London, W1S 4DW. This information is provided by RNS The company news service from the London Stock Exchange

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