Half-yearly Report

RNS Number : 0509O

Aminex PLC

30 September 2019

 

30 September 2019

AMINEX PLC

2019 HALF-YEARLY REPORT

Aminex PLC ("Aminex" or "the Group" or "the Company") announces its unaudited half-yearly report for the six months ended 30 June 2019.

REPORTING PERIOD HIGHLIGHTS

·       Equity issue of US$2.18 million after transaction expenses successfully completed

·       Reprocessing of 2D seismic over Kiliwani North Development Licence

·       20% cost savings on like-for-like gross administrative expenses

·       Further remedial work planned for Kiliwani North-1 to stimulate production - no production in the period

·       Loss for the period of US$2.19 million (30 June 2018: loss of US$2.36 million)

POST PERIOD END

·       Satisfaction of all conditions precedent within Aminex's and ARA Petroleum Tanzania Limited's ("APT") control for the Ruvuma Farm-Out

·       Binding heads of terms signed with ARA Petroleum LLC which will enable US$3 million to be paid in instalments to Aminex pending completion of the Ruvuma Farm-Out

·       APT and Aminex to accelerate the Ruvuma work programme

·       Submission with the Tanzania Petroleum Development Corporation ("TPDC") for the Nyuni Area PSA to be granted a Second Extension Period with amended work commitments

Aminex CEO, Tom Mackay, commented:

"We are encouraged that the delays the Company has experienced over the past eighteen months in being able to pursue our operations programme in Tanzania appear to be finally coming to an end and there is now firm evidence of a gradual unlocking of the approvals processes in country.

Having successfully pared back our administrative expense, through the year to date, we have been able to advance a modest technical and operational planning work programme on both our KNDL and Ruvuma permits in what has been both a difficult and transitional period for your Company.  We continue to see significant potential in our assets in Tanzania and look forward to being in a position to deliver value for shareholders, from a low-cost base, which we have worked tirelessly to achieve this year"

For further information:
Aminex PLC	[phone]
Tom Mackay, Chief Executive Officer
Max Williams, Chief Financial Officer John Bell, Chairman
Corporate Brokers	[phone]
Davy - Brian Garrahy
Camarco (Financial PR)	[phone]
Billy Clegg
James Crothers

 

INTERIM MANAGEMENT REPORT

Chief Executive's Review

Aminex PLC's results for the six months ended 30 June 2019 are set out below.

The Company reports a loss for the period of US$2.19 million (30 June 2018: US$2.36 million).  More information is provided in the Financial Review.

The year to date has seen major changes to your Company's management with Mr John Bell replacing Mr Keith Phair as Chairman in February and the unfortunate departure of my predecessor, Mr Jay Bhattacherjee, due to ill health in May. In addition, a number of Board changes have been announced with Mrs Linda Beal joining the Board as an Independent Non-Executive Director and Audit and Risk Committee Chair in January and, subsequent to the reporting period, the replacement of Mr Sultan Al-Ghaithi with Mr Robert Ambrose in September, as one of the two nominated Non-Executive Directors appointed by our major investor and shareholder, Eclipse Investments LLC.

The Board changes have coincided with the ongoing hiatus within the upstream energy sector in Tanzania, due to the continuing review by the Attorney General, on behalf of the President, of the extant Production Sharing Agreements ("PSAs") in country and the associated delays in granting licence extensions and resolving other long standing issues with other operators.

These delays have necessitated a thorough review of Aminex's running costs, both in London and in Tanzania, and we are pleased to report a reduction of 20% in the current half year costs from those incurred in the corresponding period in 2018 with further cost reductions expected as the changes made unwind through the remainder of 2019.

We have recently seen positive movements in Tanzania that suggest the review process is coming to a conclusion and the approval processes will be unlocked in the near future and these movements provide us with encouragement that the long awaited farm-out of Ruvuma ("the Farm-Out") and the Ntorya Field appraisal and development project with ARA Petroleum Tanzania Limited ("APT") will shortly conclude.

This encouragement comes at a time when Aminex and APT have satisfied all the conditions precedent for the Farm-Out that are within our control and we are fully engaged with the Tanzanian authorities to complete the transaction as soon as is practicable.   As a result of this progress, Aminex recently announced that the Company and APT will advance works so that drilling of the Chikumbi-1 well can commence as soon as practicable following the satisfaction of the remaining conditions.  Since the period end, on 24 September 2019, Aminex and ARA Petroleum LLC (the parent company of APT) ("ARA") have signed a binding Heads of Terms whereby ARA has agreed to provide a US$3 million advance in instalments to the Company, ahead of Completion of the Farm-Out, which provides the Company with financial flexibility pending Completion.  The monies advanced will be offset against the first tranche of the cash consideration payable to Aminex on Completion of the Farm-out.  The second tranche of the cash consideration of US$2 million, which was initially due to the Company 180 days after Completion, will now be payable to the Company upon Completion, together with the interim expenses since the Effective Date of the Farm-Out, 15 March 2018.  The long stop date for Completion of the Farm-Out has been extended to 30 June 2020, although the Company and APT do not expect to require this extended period to satisfy the remaining conditions of the Farm-Out.  In the unlikely event of Completion having not occurred by 30 June 2020, the advance will convert to an interest-bearing secured loan, repayable by 30 June 2021.

Kiliwani North and Kiliwani South - Kiliwani North Development Licence ("KNDL")

As a result of reservoir pressure decline and compartmentalisation, the Kiliwani North-1 well has not produced during the period. Aminex undertook preliminary remedial work to repair the downhole safety valve in late 2018 which resulted in temporary gas flow.  The well has produced approximately 6.5 BCF of gas to date.  Aminex is preparing a remedial work programme intended to establish fluid levels in the wellbore, reservoir pressure and to unload potential fluid using foam treatment technology which has been used successfully in the North Sea. If successful, this operation is expected to re-establish gas production from the well. The Company has accordingly sought approvals from the Tanzania Petroleum Development Corporation ("TPDC") to perform the operation and has commenced sourcing appropriate equipment.

As previously advised, following a re-interpretation of existing seismic in 2018, the Company identified the Kiliwani South prospect, estimated by management to contain a mean 57 BCF un-risked GIIP, as reviewed by RPS Energy Consultants Limited ("RPS") in their February 2018 CPR.  Kiliwani South is accounted for as an exploration and evaluation asset.

In preparation for acquiring 3D seismic over the licenced acreage comprising the shallow-water areas adjacent to Songo Songo Island, which will include 3D seismic over the Kiliwani North and Kiliwani South structures, Aminex has completed, during the reporting period, the reprocessing of select 2D seismic data and is currently remapping the results.  In order to benefit from economies of scale, the Company plans to acquire 3D seismic over part of the Kiliwani North Development Licence and multiple leads on the adjacent Company-held Nyuni Area acreage as part of the same programme.  After processing and interpretation of the proposed 3D seismic data, Aminex expects to high-grade prospective drilling locations on both the Kiliwani North and Kiliwani South structures with the intention, on the back of drilling success, to deliver near term gas to the Songo Songo Island Gas Processing Plant ("SSIGPP").

Recent changes have provided us with some encouragement that progress can at last be made with respect to resolving the outstanding receivables of US$7.61 million for previous gas sales from KNDL and related interest.

Ruvuma PSA

Aminex has continued the well design and planning for the Chikumbi-1 exploration well during the reporting period, although the main focus has been on completing the Ruvuma Farm-Out with APT. The conditions precedent within the two parties' control have now been satisfied and Completion is conditional upon receipt of governmental approvals and the grant of an extension to the Mtwara Licence.  The Farm-Out, with a net carry to Aminex of up to US$35 million, is expected to fully fund Aminex through to full field development of the Ntorya gas field and to relieve Aminex of all its development capital requirements associated with the field.  The work programme for the Ntorya field is expected to include the acquisition, processing and interpretation of new 2D and 3D seismic data and the drilling of multiple wells, including the forthcoming Chikumbi-1 well.  Chikumbi-1 has been designed to delineate the Cretaceous Ntorya gas field and to test the deeper Jurassic Chikumbi prospect and fulfil one of the outstanding exploration well obligations on the licence. 

The Company submitted a development plan for the Ntorya appraisal area and applied for the grant of a 25-year development licence in September 2017. Review and approval of the Development Licence application remains with the Tanzanian authorities pending negotiation of gas terms and a gas sales agreement. 

Nyuni Area PSA

The First Extension Period to the Nyuni Area PSA was granted in December 2016 for a four-year term but in the reporting period the Tanzanian authorities advised the Company that the effective start date for the licence period was to be back-dated to October 2015. Accordingly, the First Extension Period is now due to expire on 27 October 2019.   The Board concluded that the carrying value of the Nyuni asset was impaired and full provision was made at 31 December 2018 and expenditure in the reporting period has also been charged to the Income Statement. 

In July 2019, Aminex submitted an application to the TPDC to enter the Second Extension Period of three years together with a request for an amendment to the work programme obligation for the licence area.  If successful, the number of blocks retained under the licence will reduce to five, from the current ten blocks under licence.  The proposed amended work programme and associated commitment is being supported by the TPDC and awaits the approval of both the Petroleum Upstream Regulatory Authority ("PURA") and the Minister of Energy. Aminex remains focused on projects which will deliver commercial gas to the Tanzanian markets in the near term and Aminex believes the Nyuni Area acreage offers considerable upside exploration potential to complement the development projects at Ntorya and Kiliwani North. The proposed acreage to be retained lies in the shallow water areas adjacent to the Kiliwani North Development Licence which will require the acquisition of 3D seismic to move shallow water targets to drill ready status.

Tanzania has embarked on a large industrialisation development programme which has seen the planning and construction of numerous facilities along existing gas delivery infrastructure either directly connected to or in close proximity to Aminex's Tanzanian assets and which are expected to increase local gas demand significantly in the near future. In addition, it has been reported that discussions have been held between Tanzanian government officials and their counterparts in neighbouring countries to explore the possibility of securing a long-term supply of gas from Tanzania and adding to future gas demand in the East African region.  These positive developments in the Tanzanian gas sector bode well for the commercialisation of Aminex's assets in the future.

Tom Mackay              

Chief Executive

30 September 2019

Financial Review

Financing and Future Operation

In February 2019 Aminex raised US$2.37 million before expenses through the placing of new Ordinary Shares.  The funds were raised to accelerate development over Aminex's shelfal interests, financing the reprocessing of the existing 2D seismic, planning for the acquisition of new 3D seismic and to help transition Kiliwani South from a prospect to a drill-ready target.

Subsequent to the period end, Aminex recently announced that the Company and APT will advance works so that drilling of the Chikumbi-1 well can commence as soon as practicable following the satisfaction of the remaining conditions.  Aminex and ARA have signed a binding heads of terms whereby ARA has agreed to provide a US$3 million advance in instalments to the Company, ahead of Completion of the Farm-Out ("Advance"), which provides the Company with financial flexibility pending Completion.  The parties will agree and sign a fully termed agreement as soon as possible. 

The Board believes the Farm-Out provides the Group with an excellent opportunity to participate in an accelerated development programme for the Ntorya field with the support of ARA. 

Revenue Producing Operations

Revenues from continuing operations amounted to US$0.14 million (30 June 2018: US$0.34 million).  The revenues during the first six months of 2019 relate to the provision of technical and administrative services to joint venture operations as there was no production from Kiliwani North-1.  This compares with gas revenues of US$0.05 million for the first six months of 2018, together with oilfield services amounting to US$0.29 million. Plans to remediate production from the well are set out in the Chief Executive's Review. Cost of sales was US$0.39 million (30 June 2018: US$0.80 million).  The cost of sales for Kiliwani North operations amounted to US$0.25 million (30 June 2018: US$0.47 million) and included the continuing remediation plans and work as well as general licence costs. There was no depletion charge for Kiliwani North production (30 June 2018: US$0.04 million).  The balance of the cost of sales amounting to US$0.14 million (30 June 2018: US$0.29 million) related to the oilfield services operations.  Accordingly, there was a gross loss of US$0.25 million for the period compared with a gross loss of US$0.46 million for the comparative period.

Group administrative expenses, net of costs capitalised against projects, were US$1.78 million (30 June 2018: US$1.87 million).  The expenses for the current period include the impact of certain non-cash charges, mainly: a share-based payment charge of US$0.14 million relating to options granted in February and June 2019 (30 June 2018: US$0.58 million for options granted in January 2018); an increased depreciation charge of US$0.12 million on other assets following the adoption of IFRS 16: "Leases" (30 June 2018: US$0.01 million); and expected credit loss charge of US$0.16 million (30 June 2018: nil).  After adjusting for the impact of the certain one-off charges and the recharges to joint venture partners, the Group's gross administrative expenses for the period under review were US$2.05 million, a reduction of approximately 20% from the gross administrative expenses of US$2.54 million for the six months ended 30 June 2018.  The reduction reflects the initial phase of cost savings which have continued into the second half of the year. Management has continued to maintain strict expenditure controls and, where possible, to reduce overhead costs.  In accordance with the Board's decision to provide in full against the carrying value of the Nyuni assets as at 31 December 2018, the additions to the Nyuni exploration and evaluation asset in the period has been fully impaired and an amount of US$0.17 million was charged to the income statement (30 June 2018: nil).  The Group's resulting net loss from operating activities was US$2.20 million (30 June 2018: loss of US$2.33 million).  

Finance costs of US$0.04 million related to the decommissioning interest charge (30 June 2018: US$0.03 million).   Finance income amounted to US$0.05 million comprising foreign exchange gains of US$0.04 million (30 June 2018: nil) and deposit interest of US$0.01 million (30 June 2018: US$0.01 million).

The Group's net loss for the period amounted to US$2.19 million (30 June 2018: loss of US$2.36 million).

Balance Sheet

The Group's investment in exploration and evaluation assets increased from US$58.53 million at 31 December 2018 to US$58.85 million at 30 June 2019.  The increase reflected ongoing well planning for Chikumbi-1 and the planning for 2D and 3D seismic acquisition programmes in conjunction with APT prior to the completion of the Ruvuma Farm-Out and the expected transfer of operatorship, as well as licence expenses for the Ruvuma PSA and the reprocessing of 2D seismic data and remapping of Kiliwani South. The Directors reviewed and have concluded that there is no impairment to the Ruvuma and Kiliwani South assets.    This opinion takes into account ongoing discussions with the Tanzanian authorities for the extension to the Mtwara Licence, the grant of a development licence for Ntorya under the Ruvuma PSA and the geological and geophysical work conducted on Kiliwani South.  The Directors also considered the current status of the Nyuni Area Licence and negotiations with the Tanzanian authorities to enter a Second Extension Period with an amended work programme: the Directors concluded that the Nyuni asset is still impaired and have therefore maintained a full provision against the carrying value. The carrying value of property, plant and equipment has increased from US$2.39 million at 31 December 2018 to US$2.87 million at 30 June 2019.  The increase relates predominantly to the reclassification of operating leases in accordance with IFRS 16: "Leases" as disclosed in Note 1 to the financial statements in the 2018 Annual Report, Aminex has recognised and capitalised right-of-use assets with a net book value of US$0.60 million as at 1 January 2019.  Current assets amounted to US$10.20 million (31 December 2018: US$9.90 million) with trade and other receivables of US$8.17 million (31 December 2018: US$8.04 million), which as operator includes joint venture parties' interests in gas revenues, and cash and cash equivalents of US$2.03 million (31 December 2018: US$1.86 million).

Trade payables amounted to US$11.01 million compared with US$10.52 million at 31 December 2018.  This balance included amounts payable to the TPDC and joint venture partners for their profit shares from invoiced gas sales.  Payables also include VAT and excise tax payable on gas receivables.  Non-current liabilities amounting to US$1.14 million include the non-current decommissioning provision which increased during the period by US$0.03 million from US$0.70 million at 31 December 2018 to US$0.73 million, the increase relating to the unwind discount charge during the period. Non-current liabilities also include long-term lease liabilities of US$0.42 million following the recognition of right-of-use assets and lease liabilities in accordance with IFRS 16: Leases.

Total equity has increased by US$0.16 million between 31 December 2018 and 30 June 2019 to US$59.77 million (31 December 2018: US$59.61 million). The net movement comprises an increase in issued capital and share premium of US$2.36 million, a net decrease of US$0.67 million to the share option reserve, a reduction in the foreign currency translation reserve of US$0.02 million and the movement of US$1.55 million in retained earnings arising on the loss of US$2.19 million for the period, the transaction expenses of US$0.17 million for the issue of shares, offset by the release from the share option reserve of US$0.82 million to retained earnings following the expiry of certain share options during the period.

Cash Flows

Net cash outflows due to operating activities was US$1.35 million during the period (30 June 2018: US$2.62 million). There was an increase in debtors of US$0.10 million primarily arising on the increase in the gross receivables from the TPDC and an increase in creditors of US$0.30 million.  Net cash outflows from investing activities amounted to US$0.71 million (30 June 2018: US$0.95 million). Expenditure on exploration and evaluation assets in the current period amounted to US$0.71 million, relating to payments for well planning services for Chikumbi-1 to be drilled on the Ruvuma PSA acreage, seismic reprocessing over Kiliwani South, together with continuing costs on all Tanzanian licence interests.  The Group received net proceeds of US$2.18 million from the issue of share capital in the period.  Net cash and cash equivalents for the six months ended 30 June 2019 therefore increased by US$0.12 million compared with a decrease of US$3.58 million for the comparative half-year period.  The balance of net cash and cash equivalents at 30 June 2019 was US$2.03 million (30 June 2018: US$2.65 million).

Related Party Transactions

On 11 July 2018, Ndovu Resources Limited, a subsidiary company, entered into a related party transaction through a farm-out agreement with The Zubair Corporation LLC which, through its affiliate company, Eclipse Investments LLC, is a significant shareholder in Aminex PLC. The effective date of the transaction will be 15 March 2018. On 4 January 2019, the Company announced that shareholders approved the Farm-Out of a 50% interest in the Ruvuma PSA to The Zubair Corporation at an extraordinary general meeting. The Farm-Out constitutes a related party transaction. Subsequent to the farm-out agreement being signed, The Zubair Corporation has assigned its interest in the agreement to ARA Petroleum Tanzania Limited. The transaction remains subject to completion, including receipt of various approvals. Since 30 June 2019, Aminex has entered into a further related party transaction with another affiliate company of The Zubair Corporation, ARA Petroleum LLC, which will provide bridge financing of up to US$3 million prior to the completion of the Farm-Out.

On 7 February 2019, the Company raised $2.37 million before expenses in a placing through the issue of 127,226,781 new ordinary shares at a price of Stg 1.45p per share.  Eclipse Investments LLC, a substantial shareholder and a related party, subscribed for 26,525,198 new ordinary shares in the placing.

Other than the above, there have been no new material related party transactions in the period and there were no material changes in the related parties set out in Note 26 to the Financial Statements contained in the 2018 Annual Report that could have had a material effect on the financial position or performance of the Group during the six-month period.

Going Concern

Cash and cash equivalents totalled US$2 million as at 30 June 2019. 

The financial statements of the Group are prepared on a going concern basis. 

The Directors have given careful consideration to the Group's ability to continue as a going concern through review of cash flow forecasts prepared by management for the period to 30 September 2020, review of the key assumptions on which these are based and sensitivity analysis. The Directors have taken into account the Farm-Out, which is an assignment of a 50% interest in the Ruvuma PSA to APT, for which shareholder approval was obtained at an extraordinary general meeting held on 4 January 2019.  While the conditions precedent within the control of Aminex and APT have been satisfied, the Farm-Out remains subject to the extension of the Mtwara Licence and certain government approvals.  On 24 September 2019, Aminex and ARA entered into a binding heads of terms whereby ARA has agreed to provide a US$3 million advance in instalments to the Company, prior to the Completion of the Farm-Out. 

The Directors have a reasonable expectation that the Group will be able to complete the Farm-Out with APT, although there is no certainty that the Farm-Out will complete. Based on the binding head of terms for the advance, the Directors concluded that the Group would have sufficient resources to continue as a going concern and meet its obligations as and when they fall due for a period of not less than 12 months from the date of approval of the condensed consolidated financial statements and consequently the condensed consolidated financial statements have been prepared on a going concern basis.

However, there is no certainty that the Farm-Out with APT will complete as it remains subject to the extension of the Mtwara Licence and certain government approvals. This matter indicates the existence of a material uncertainty that may cast significant doubt on the entity's ability to continue as a going concern. As a consequence of the Farm-Out not completing, the Group may be unable to realise its assets and discharge its liabilities in the normal course of business. The condensed consolidated financial statements have been prepared on a going concern basis and do not include any adjustments that would be necessary if this basis were inappropriate.

Principal Risks and Uncertainties

The Group's strategic objectives for its principal activities, being the production and development of and the exploration for oil and gas reserves, are only achievable if certain risks are managed effectively. The Board has overall accountability for determining the type and level of risk it is prepared to take. The Board is assisted by the Audit and Risk Committee, which oversees the process for review and monitoring of risks, and the implementation of mitigation actions, by management.  The Audit and Risk Committee reviews management's findings regularly and reports to the Board accordingly.  Assessment of risks is made under four categories: Strategic Risks, Operational Risks, Compliance Risks and Financial Risks.

Aminex has reviewed and assessed the principal risks and uncertainties at 30 June 2019 and concluded that the principal risks identified at 31 December 2018 and disclosed on pages 22 and 23 of the 2018 Annual Report are still appropriate. The following are considered to be the key principal risks facing the Group over the next six months although there are other risks which may impact the Group's performance:

·      Lack of exploration, appraisal and development drilling success

·      Ability to complete the Ruvuma Farm-Out

·      Ability to secure other financing for Group operations

·      Ability to meet licence work commitments

·      Delayed or non-payment of receivables from the TPDC

·      Delay in approval of Mtwara Licence extension, Ntorya development licence and Nyuni Area Second Extension Period with amended work commitments

·      Political and fiscal uncertainties

Forward Looking Statements

Certain statements made in this half-yearly financial report are forward-looking statements. Such statements are based on current expectations and are subject to a number of risks and uncertainties that could cause actual events or results to differ materially from the expected future events or results referred to in these forward-looking statements.

Statement of the Directors in respect of the Half-Yearly Financial Report

Each of the directors who held office at the date of this report, confirm their responsibility for preparing the half-yearly financial report in accordance with the Transparency (Directive 2004/109/EC) Regulations 2007 (as amended), the Transparency Rules of the Central Bank of Ireland and the Disclosure and IAS 34 Interim Financial Reporting, as adopted by the EU and to the best of each person's knowledge and belief:

·      the condensed consolidated financial statements comprising the condensed consolidated income statement, the condensed consolidated statement of comprehensive income, the condensed consolidated balance sheet, the condensed consolidated statement of changes in equity, the condensed consolidated statement of cashflows and the related explanatory notes have been prepared in accordance with IAS 34 Financial Reporting as adopted by the EU.

·      The Interim Management Report includes a fair review of the information required by:

(a)   Regulation 8(2) of the Transparency (Directive 2004/109/EC) Regulations 2007, being an indication of important events that have occurred during the first six months of the financial year and their impact on the condensed set of financial statements; and a description of the principal risks and uncertainties for the remaining six months of the year; and

(b)   Regulation 8(3) of the Transparency (Directive 2004/109/EC) Regulations 2007, being related party transactions that have taken place in the first six months of the current financial year and that have materially affected the financial position or performance of the entity during that period; and any changes in the related party transactions described in the last annual report that could do so.

On behalf of the Board

T.A. MACKAY                                                     M.V. WILLIAMS

Chief Executive Officer/Director                      Chief Financial Officer/Director

30 September 2019

Aminex PLC

CONDENSED CONSOLIDATED INCOME STATEMENT

for the six months ended 30 June 2019                                                       

	Notes	Unaudited 6 months ended 30 June 2019 US$'000		Unaudited 6 months ended 30 June 2018 US$'000		Audited Year ended 31 December 2018 US$'000
Continuing operations
Revenue	2	142		340		617
Cost of sales	2	(390)		(804)		(2,017)
Gross loss		(248)		(464)		(1,400)
Administrative expenses		(1,783)		(1,870)		(3,636)
Impairment against exploration and evaluation assets		(170)		-		(43,474)
Loss from operating activities		(2,201)		(2,334)		(48,510)
Finance income	4	50		7		65
Finance costs	5	(39)		(32)		(64)
Loss before tax		(2,190)		(2,359)		(48,509)
Income tax expense	6	-		-		-
Loss for the period	2	(2,190)		(2,359)		(48,509)
Loss per share
Basic and diluted (US cents)	7	(0.06)		(0.07)		(1.33)

CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

for the six months ended 30 June 2019

	Unaudited 6 months ended 30 June 2019 US$'000		Unaudited 6 months ended 30 June 2018 US$'000		Audited Year ended 31 December 2018 US$'000
Loss for the period	(2,190)		(2,359)		(48,509)
Other comprehensive income
Items that are or may be reclassified subsequently to profit or loss:
Currency translation differences	17		203		124
Total comprehensive expense for the period attributable to the equity holders of the Company	(2,173)		(2,156)		(48,385)

 

Aminex PLC

CONDENSED CONSOLIDATED BALANCE SHEET

At 30 June 2019                                                                                                                                                                    

	Notes	Unaudited 30 June 2019 US$'000		Unaudited              30 June  2018 US$'000		Audited 31 December 2018 US$'000
Assets
Non-current assets
Exploration and evaluation assets	8	58,848		100,710		58,534
Property, plant and equipment	9	2,870		2,406		2,393
Total non-current assets		61,718		103,116		60,927
Current assets
Trade and other receivables	10	8,173		9,806		8,043
Cash and cash equivalents	11	2,028		2,650		1,860
Total current assets		10,201		12,456		9,903
TOTAL ASSETS		71,919		115,572		70,830
Equity
Issued capital		69,206		69,062		69,062
Share premium		124,481		122,267		122,267
Other undenominated capital		234		234		234
Share option reserve		2,039		2,710		2,710
Foreign currency translation reserve		(2,001)		(1,939)		(2,018)
Retained earnings		(134,193)		(86,499)		(132,649)
Total equity		59,766		105,835		59,606
Liabilities
Non-current liabilities
Long-term lease liabilities		345		-		-
Decommissioning provision		732		668		700
Other long-term liabilities		70		-		-
Total non-current liabilities		1,147		668		700
Current liabilities
Trade and other payables	12	11,006		9,069		10,524
Total current liabilities		11,006		9,069		10,524
Total liabilities		12,153		9,737		11,224
TOTAL EQUITY AND LIABILITIES		71,919		115,572		70,830

 

Aminex PLC

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

for the six months ended 30 June 2019

                                   Attributable to equity shareholders of the Company

	Share capital	Share premium	Other undenominated capital	Share option reserve	Foreign currency translation reserve fund	Retained earnings	Total equity
	US$'000	US$'000	US$'000	US$'000	US$'000	US$'000	US$'000
At 1 January 2018	69,062	122,267	234	2,540	(2,142)	(84,551)	107,410
Comprehensive income
Loss for the period	-	-	-	-	-	(2,359)	(2,359)
Currency translation differences	-	-	-	-	203	-	203
Transactions with shareholders of the Company recognised directly in equity
Share based payment charge	-	-	-	581	-	-	581
Share option reserve transfer	-	-	-	(411)	-	411	-
At 30 June 2018	69,062	122,267	234	2,710	(1,939)	(86,499)	105,835
Comprehensive income
Loss for the period	-	-	-	-	-	(46,150)	(46,150)
Currency translation differences	-	-	-	-	(79)	-	(79)
At 31 December 2018 as previously reported	69,062	122,267	234	2,710	(2,018)	(132,649)	59,606
Comprehensive income
Adjustment on adoption of IFRS 16 (Note 1)	-	-	-	-	-	5	5
Adjusted at 1 January 2019	69,062	122,267	234	2,710	(2,018)	(132,644)	59,611
Loss for the period	-	-	-	-	-	(2,190)	(2,190)
Currency translation differences	-	-	-	-	17	-	17
Transactions with shareholders of the Company recognised directly in equity
Shares issued	144	2,214	-	-	-	(174)	2,184
Share based payment charge	-	-	-	144	-		144
Share option reserve transfer	-	-	-	(815)	-	815	-
At 30 June 2019 (unaudited)	69,206	124,481	234	2,039	(2,001)	(134,193)	59,766

 

Aminex PLC

CONDENSED CONSOLIDATED STATEMENT OF CASHFLOWS

for the six months ended 30 June 2019

	Unaudited 6 months ended 30 June 2019 US$'000		Unaudited 6 months ended 30 June 2018 US$'000		Audited Year ended 31 December 2018 US$'000
Operating activities
Loss for the financial period	(2,190)		(2,359)		(48,509)
Depreciation and depletion	121		45		58
Share based payment charge	144		581		581
Finance income	(3)		(7)		(65)
Finance costs	39		32		64
Impairment of exploration and evaluation assets	170		-		43,474
Impairment of financial assets	164		-		-
Loss on disposal of fixed asset	-		-		2
(Increase)/decrease in trade and other receivables	(95)		(1,029)		566
Increase in trade and other payables	298		114		1,365
Net cash used in operating activities	(1,352)		(2,623)		(2,464)
Investing activities
Acquisition of property, plant and equipment	(3)		(22)		(26)
Expenditure on exploration and evaluation assets	(711)		(938)		(1,941)
Interest received	3		7		8
Net cash outflows from investing activities	(711)		(953)		(1,959)
Financing activities
Proceeds from the issue of share capital	2,358	-	-		-
Payment of transaction costs on issue of share capital	(174)		-		-
Net cash inflows from financing activities	2,184		-		-
Net increase / (decrease) in cash and cash equivalents	121		(3,576)		(4,423)
Cash and cash equivalents at 1 January	1,860		6,226		6,226
Foreign exchange gain	47		-		57
Cash and cash equivalents at end of the financial period	2,028		2,650		1,860

 

Aminex PLC

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

for the six months ended 30 June 2019

1.    Basis of preparation

The condensed consolidated financial statements included in this Half-Yearly Financial Report have been prepared in accordance with IAS 34 "Interim Financial Reporting" as adopted by the EU. They do not include all of the information required for full annual statutory financial statements and should be read in conjunction with the audited consolidated financial statements of Aminex PLC as at and for the year ended 31 December 2018.

The financial information presented herein does not amount to statutory financial statements that are required by Part 6 of Chapter 4 of the Companies Act 2014 to be annexed to the annual return of the Company. The statutory financial statements for the financial year ended 31 December 2018 were annexed to the annual return and filed with the Registrar of Companies. The audit report on those statutory financial statements was unqualified and included an emphasis of matter paragraph relating to going concern.

The financial statements have been prepared on the historical cost basis, as modified for the measurement of certain financial instruments at fair value through profit or loss. These financial statements are presented in US Dollars ("USD") which is the currency of the primary economic environment in which the Group operates and are rounded to the nearest thousand, unless otherwise stated. Terms used in this condensed set of consolidated financial statements are defined in the Glossary on page 64 contained in the 2018 Annual Report and Accounts.

These condensed financial statements do not include all information and disclosures required in the annual financial statements and should be read in conjunction with the Group's consolidated annual financial statements as of 31 December 2018. The financial information contained in the condensed financial statements has been prepared in accordance with the accounting policies set out in the 2018 Annual Report and Accounts, except for the adoption of new IFRS requirements as described below.

IFRS 16: "Leases" ("IFRS 16") has been adopted and is effective for the financial year beginning as of 1 January 2019. The Group has changed its accounting policies as a result of adopting IFRS 16. The new accounting policy and the impact of adopting this accounting standard have been disclosed under basis of preparation - changes to accounting policies.

A number of other changes to IFRS became effective for the financial year beginning on 1 January 2019, however they have no significant impact on the results and the Group did not have to change its accounting policies or make retrospective adjustments as a result of adopting these amendments.

These condensed consolidated financial statements were authorised for issue by the Board of Directors on 30 September 2019.

(i)            Going concern

Cash and cash equivalents totalled US$2 million as at 30 June 2019. 

The financial statements of the Group are prepared on a going concern basis. 

The Directors have given careful consideration to the Group's ability to continue as a going concern through review of cash flow forecasts prepared by management for the period to 30 September 2020, review of the key assumptions on which these are based and sensitivity analysis. The Directors have taken into account the Farm-Out, which is an assignment of a 50% interest in the Ruvuma PSA to APT, for which shareholder approval was obtained at an extraordinary general meeting held on 4 January 2019.  While the conditions precedent within the control of Aminex and APT have been satisfied, the Farm-Out remains subject to the extension of the Mtwara Licence and certain government approvals.  On 24 September 2019, Aminex and ARA entered into a binding heads of terms whereby ARA has agreed to provide a US$3 million advance in instalments to the Company, prior to the Completion of the Farm-Out. 

The Directors have a reasonable expectation that the Group will be able to complete the Farm-Out with APT, although there is no certainty that the Farm-Out will complete. Based on the binding head of terms for the advance, the Directors concluded that the Group would have sufficient resources to continue as a going concern and meet its obligations as and when they fall due for a period of not less than 12 months from the date of approval of the

 

Aminex PLC

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

for the six months ended 30 June 2019

1.    Basis of preparation (continued)

(i)      Going concern (continued)

condensed consolidated financial statements and consequently the condensed consolidated financial statements have been prepared on a going concern basis.

However, there is no certainty that the Farm-Out with APT will complete as it remains subject to the extension of the Mtwara Licence and certain government approvals. This matter indicates the existence of a material uncertainty that may cast significant doubt on the entity's ability to continue as a going concern. As a consequence of the Farm-Out not completing, the Group may be unable to realise its assets and discharge its liabilities in the normal course of business. The condensed consolidated financial statements have been prepared on a going concern basis and do not include any adjustments that would be necessary if this basis were inappropriate.

(ii)     Use of judgements and estimates

The preparation of the condensed consolidated financial statements requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimates are revised and in any future periods affected.

The significant judgements made by management in applying the Group's accounting policies and the key sources of estimation uncertainty were the same as those described in the last annual financial statements, except for new significant judgements and key sources of estimation uncertainty related to the application of IFRS 16: "Leases".

Changes in significant accounting policies

On 1 January 2019, the Group applied IFRS 16 for the first time. The nature and effect of the changes as a result of the adoption of the new accounting standard are described below.

Several other amendments and interpretations apply for the first time in 2019, but do not have a material impact on the condensed consolidated financial statements of the Group.

IFRS 16: "Leases"

IFRS 16 has been adopted by applying the modified retrospective approach from 1 January 2019; consequently, the comparatives for the 2018 reporting period have not been restated, as permitted under the specific transitional provisions in IFRS 16. The reclassifications and the adjustments arising from the new leasing rules are recognised in the opening balance sheet on 1 January 2019.

IFRS 16 introduces a single on-balance sheet lease accounting model for leases. The Group, as lessee, has recognised lease liabilities in relation to leases previously identified as operating leases in accordance with IAS 17: "Leases" and IFRIC 4 Determining Whether an Arrangement Contains a Lease. These lease liabilities were measured at 1 January 2019 at the present value of the remaining lease payments payable after that date. The associated right-of-use assets have been recognised as at 1 January 2019 on a retrospective basis as if IFRS 16 had always been applied. The Group has applied the practical expedient permitted by the standard for contracts entered into before the transition date, the Group has relied on its assessment made when applying IAS 17 and IFRIC 4 Determining Whether an Arrangement Contains a Lease. Contracts have not been reassessed to determine if a contract is, or contains, a lease at the date of initial application.

The Group has elected not to recognise right-of-use assets and lease liabilities for leases which have low value, or short-term leases with a duration of 12 months or less. The payments associated with such leases are charged directly to the income statement on a straight-line basis over the lease term.

In addition, the Group will no longer recognise provisions for operating leases that it assesses to be onerous. Instead, the Group will include the payments due under the lease in its lease liability.

 

Aminex PLC

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

for the six months ended 30 June 2019

1.    Basis of preparation (continued)

IFRS 16: "Leases" (continued)

Transition

The impacts of adoption on the affected balance sheet lines were as follows:

	Audited 31 December 2018 US$'000		Unaudited Adjustment on adoption of IFRS 16 US$'000		Unaudited 1 January 2019 US$'000
Property, plant and equipment	2,393		604			2,997
Trade and other receivables	8,043		(70)			7,973
Trade and other payables	(10,524)		(122)			(10,646)
Long-term lease liabilities	-		(407)			(407)
Total equity			5

A reconciliation of the operating lease commitments disclosed at 31 December 2018 to the total lease liabilities recognised upon initial application of IFRS 16 is presented below:

	US$'000
Operating lease commitments at 31 December 2018	689
Effect of discounting at weighted average incremental borrowing rate of 4.6%	(65)
Impact of other IFRS 16 transition adjustments	(47)
Lease liabilities recognised at 1 January 2019	577

Accounting policy for leases

The Group enters into operating leases in respect of leases of various office properties. Lease liabilities are initially measured at the present value of lease payments unpaid at the commencement date. Lease payments are discounted using the incremental borrowing rate (being the rate that the lessee would have to pay to borrow the funds necessary to obtain an asset of similar value in a similar economic environment with similar terms and conditions), unless the rate implicit in the lease is available.  The Group currently uses the incremental borrowing rate as the discount rate for all of its leases. For the purposes of measuring the lease liability, lease payments comprise fixed payments and variable lease payments based on an index or rate.

Right-of-use assets are measured at cost, which comprises the initial measurement of the lease liability, plus any lease payments made prior to lease commencement, initial direct costs incurred and the estimated cost of restoration or decommissioning; less any lease incentives received. Right-of-use assets are depreciated over the lease term.

Lease repayments made are allocated to capital repayment and interest so as to produce a constant periodic rate of interest on the remaining lease liability balance.

Right-of-use assets are presented within property, plant and equipment. Lease liabilities are presented under non-current liabilities unless due within 12 months of the reporting date, in which case they are included under trade and other payables in current liabilities.  In the cash flow statement, lease repayments (both the principal and interest portion) are presented within cash used in operating activities.

Leases of low-value items (such as office equipment) and short-term leases (where the lease term is 12 months or less, which include the rental of drilling rigs) are expensed on a straight-line basis to the income statement.

The Group does not have any activities as a lessor.

 

Aminex PLC

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

for the six months ended 30 June 2019

1.    Basis of preparation (continued)

Previous accounting policy for leases

Previously, the Group recognised operating lease expense on a straight-line basis over the term of the lease, and recognised assets and liabilities only to the extent that there was a timing difference between actual lease payments and the expense recognised.

Measurement of fair values

Management uses the fair value hierarchy, levels 1, 2 and 3 (as set out on page 56 of the 2018 Annual Report), for determining and disclosing the fair values of financial instruments by valuation technique. The carrying value of the Group's financial instruments are considered by management to reflect fair value given the short-term nature of these.

2.      Segmental disclosure - continuing operations

An operating segment is a component of the Group that engages in business activities from which it may earn revenues and incur expenses, including revenues and expenses that relate to transactions with any of the Group's other components.

The Group considers that its operating segments consist of (i) Producing Oil and Gas Properties, (ii) Exploration Activities and (iii) Oilfield Services. These segments are those that are reviewed regularly by the Chief Executive Officer (Chief Operating Decision Maker) to make decisions about resources to be allocated to the segment and assess its performance and for which discrete financial information is available. However, the Group further analyses these by region for information purposes. Segment results include items directly attributable to the segment as well as those that can be allocated on a reasonable basis. Unallocated items comprise mainly head office expenses, cash balances and certain other items. The Group's revenue is derived from contracts with customers. The timing of revenue streams depends on the following for products and services:

Producing oil and gas assets

The Group satisfies its performance obligation by transferring a nominated volume of gas to its customer. The title to gas transfers to a customer when the customer takes physical possession of the gas at the contracted delivery point. The gas needs to meet certain agreed specifications. The Group generates all its revenue under this segment from the TPDC, the operator of the Songo Songo Island Gas Processing Plant, under a gas sales agreement.

Oilfield services

Revenue for services is recognised as services are rendered to the customer. All services rendered by the Group relate to jointly controlled operations to which the Group is a party and the terms of the services provided are subject to service contracts.

The IFRS 8 operating segments as follows (i) Producing Oil and Gas Properties, (ii) Exploration Activities and (iii) Oilfield Services are the disaggregation of revenue from customers as required by IFRS 15.

Aminex PLC

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

for the six months ended 30 June 2019

2.      Segmental disclosure - continuing operations (continued)

Operating segment results - 30 June 2019 (unaudited)

		Tanzania				Tanzania				UK				Unallocated
		Producing oil and gas properties				Exploration activities				Oilfield services				Corporate Aminex  Group				Total
		30 June 2019				30 June 2019				30 June 2019				30 June 2019				30 June 2019
		US$'000				US$'000				US$'000				US$'000				US$'000
Revenue		-				-				142				-				142
Cost of sales		(249)				-				(141)				-				(390)
Gross loss		(249)				-				1				-				(248)
Depreciation		-				-								(121)				(121)
Administrative expenses		(328)				-				(401)				(933)				(1662)
Impairment against exploration and evaluation assets		-				(170)				-				-				(170)
Loss from operating activities		(577)				(170)				(400)				(1,054)				(2,201)
Finance costs		(26)				(6)				-				(7)				(39)
Finance income		-				-				-				3				3
Foreign exchange gains		-				-				-				47				47
Loss before tax		(603)				(176)				(400)				(1,011)				(2,190)
Taxation		-				-				-				-				-
Loss for the period		(603)				(176)				(400)				(1,011)				(2,190)
Segment assets		7,855				59,149				-				4,915				71,919
Segment liabilities		(5,660)				(2,450)				-				(4,043)				(12,153)
Capital expenditure additions		-				484				-				3				487
Other material non-cash items
Share based payments (Note 3)		-				-				-				(144)				(144)
Unwinding of discount on decommissioning provision (Note 5)		(26)				(6)				-				-				(32)

Operating segment results - 30 June 2018 (unaudited)

	Tanzania		Tanzania		UK		Unallocated
	Producing oil and gas properties		Exploration activities		Oilfield services		Corporate Aminex Group		Total
	30 June 2018		30 June 2018		30 June 2018		30 June 2018		30 June 2018
	US$'000		US$'000		US$'000		US$'000		US$'000
Revenue	47		-		293		-		340
Cost of sales	(511)		-		(293)		-		(804)
Gross loss	(464)		-		-		-		(464)
Depreciation	-		-		-		(11)		(11)
Administrative expenses	(457)		-		(1,180)		(222)		(1,859)
Impairment against exploration and evaluation assets	-		-		-		-		-
Loss from operating activities	(921)		-		(1,180)		(233)		(2,334)
Finance costs	(12)		(20)		-		-		(32)
Finance income	-		-				7		7
Foreign exchange gains	-		-		-		-		-
Loss before tax	(933)		(20)		(1,180)		(226)		(2,359)
Taxation	-		-		-		-		-
Loss for the period	(933)		(20)		(1,180)		(226)		(2,359)
Segment assets	8,568		104,133		577		2,294		115,572
Segment liabilities	909		8,162		483		183		9,737
Capital expenditure additions	-		1,123		26		-		1,149
Other material non-cash items
Share based payments (Note 3)	84		-		497		-		581
Unwinding of discount on decommissioning provision (Note 5)	12		20		-		-		32

Aminex PLC

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

for the six months ended 30 June 2019

3.      Share based payments

Aminex PLC operates an Executive Share Option Scheme ("the Scheme"). Under the terms of the Scheme, certain Directors and employees of Aminex PLC and its subsidiary companies are entitled to subscribe for Ordinary Shares in Aminex PLC at the market value on the date of the granting of the options, subject to a maximum aggregate of 10% of the issued Ordinary Share capital of Aminex PLC.

Options are granted at market price, in accordance with the Scheme rules, with reference to the average closing price for the fourteen days prior to the grant of options. Options granted before and during 2010 will expire at a date no later than 10 years after their grant date. These Options generally vest if employees remain in service for 3 years from the date of grant and Directors' options vest immediately. No options were granted between 2011 and 2015. Options granted in 2016 and 2018 vested immediately and will expire at a date no later than 3 years after their grant date. Options granted in 2019 vest immediately and will expire at a date either 5 years or 10 years after their date of grant, as detailed below.

The following expenses have been recognised in the income statement arising on share-based payments and included within administrative expenses:

	Unaudited 6 months ended 30 June  2019 US$'000		Unaudited 6 months ended 30 June  2018 US$'000		Audited  year ended 31 December 2018 US$'000
Share-based payment charge	144		581			581

The fair values of options granted in the period in accordance with the terms of the Aminex PLC Executive Share Option Scheme were calculated using the following inputs into the binomial option-pricing model:

Date of grant	20 June 2019	14 February 2019
Contractual life	5 years	10 years
Exercise price	Stg 0.86 pence	Stg 1.45 pence
Market price	Stg 0.86 pence	Stg 1.45 pence
Number of options granted (immediate vesting)	17,000,000	6,411,000
Expected volatility	75%	92%
Vesting conditions	Immediate	Immediate
Fair value per option	Stg 0.38 pence	Stg 0.77 pence
Expected dividend yield	-	-
Risk-free rate	0.001%	0.001%

The binomial option-pricing model is used to estimate the fair value of the Company's share options because it better reflects the possibility of exercise before the end of the options' life. The binomial option-pricing model also integrates possible variations in model inputs such as risk-free interest rates and other inputs, which may change over the life of the options.

On 30 June 2019, there were options outstanding over 90,411,000 (31 December 2018: 178,250,000) Ordinary Shares which are exercisable at prices ranging from Stg 0.86 pence to Stg 9 pence per share and which expire at various dates up to 2029.

Aminex PLC

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

for the six months ended 30 June 2019

4.      Finance income

	Unaudited 6 months ended 30 June 2019 US$'000		Unaudited 6 months ended 30 June 2018 US$'000		Audited  year ended 31 December 2018 US$'000
Deposit interest income	3		7		8
Foreign exchange gain	47		-		57
	50		7		65

5.      Finance costs

	Unaudited 6 months ended 30 June  2019 US$'000		Unaudited 6 months ended 30 June  2018 US$'000		Audited  year ended 31 December 2018 US$'000
Other finance costs - decommissioning provision interest charge	32		32		64
Lease finance costs	7		-		-
	39		32		64

6.      Tax

The Group has not provided any tax charge for the six-month periods ended 30 June 2019 and 30 June 2018 or for the year ended 31 December 2018. The Group's operating divisions have accumulated losses which are expected to exceed profits earned by operating entities for the foreseeable future.

7.      Loss per share from continuing activities

The profit or loss per Ordinary Share is calculated using a numerator of the profit or loss for the financial period and a denominator of the weighted average number of Ordinary Shares in issue for the financial period.  The diluted profit per Ordinary Share is calculated using a numerator of the profit for the financial period and a denominator of the weighted average number of Ordinary Shares outstanding and adjusted for the effect of all potentially dilutive shares, including the share options and share warrants, assuming that they have been converted.

The calculations for the basic and diluted earnings per share of the financial periods ended 30 June 2019, 30 June 2018 and the year ended 31 December 2018 are as follows:

	Unaudited 6 months ended 30 June 2019		Unaudited 6 months ended 30 June 2018		Audited Year ended 31 December 2018
Numerator for basic and diluted earnings per share:
Loss for the financial period (US$'000)	(2,190)		(2,359)		(48,509)
Weighted average number of shares:
Weighted average number of ordinary shares ('000)	3,744,121		3,643,458		3,643,458
Basic and diluted loss per share (US cents)	(0.06)		(0.07)		(1.33)

There is no difference between the basic loss per Ordinary Share and the diluted loss per Ordinary Share for the financial period ended 30 June 2019, 30 June 2018 and the year ended 31 December 2018 as all potentially dilutive Ordinary Shares outstanding were anti-dilutive. There were 90,411,000 share options in issue at 30 June 2019 and 178,250,000 share options in issue at 30 June 2018 and 31 December 2018. 

 

Aminex PLC

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

for the six months ended 30 June 2019

8.      Exploration and evaluation assets

Cost	US$'000
At 1 January 2019	107,089
Additions	484
At 30 June 2019	107,573
Provisions for impairment At 1 January 2019	48,555
Increase in impairment provision	170
Net book value At 30 June 2019	48,725 58,848
At 31 December 2018	58,534

The Group does not hold any property, plant and equipment within exploration and evaluation assets.

The additions to exploration and evaluation assets during the period relate mainly to own costs capitalised for geological, geophysical and administrative ("GG&A") work and licence maintenance costs, along with training and licence fees under the respective PSAs.

The Directors have considered the licence, exploration and appraisal costs incurred in respect of its exploration and evaluation assets, which comprise the Ruvuma PSA, the Nyuni Area PSA and ongoing exploration work on Kiliwani South within the Kiliwani North Development Licence. These assets are carried at historical cost except for provisions against the Nyuni Area PSA, the cost of seismic acquired over relinquished blocks and obsolete stock. These assets have been assessed for impairment and in particular with regard to the remaining licence terms, likelihood of renewal, likelihood of further expenditures and ongoing acquired data for each area, as more fully described in the Operations Report.

Ruvuma PSA

In September 2017, Aminex applied for a 25-year development licence for Ntorya following the successful testing of the Ntorya 2 appraisal well. In July 2018, Aminex announced it had signed a binding Farm-Out to farm-out 50% of the Ruvuma PSA to The Zubair Corporation ("Zubair"), a related party of the Group. In return for a 50% interest in the Ruvuma PSA, Zubair will pay cash consideration of US$5.0 million in two tranches and a net US$35.0 million carry for Aminex's 25% interest on the development programme, expected to be through to production. The Farm-Out remains subject to conditions precedent including approval by the Tanzanian authorities and the award of the Mtwara Licence extension. An associate of Zubair, APT, will become operator under the Ruvuma PSA and is required to drill the Chikumbi-1 well, acquire at least 200 km² of 3D seismic over the Ntorya Prospect and implement an early production system (or proceed directly to a full production system as may be required). The purpose of the Farm-Out is to accelerate development of and production from the Ntorya field. The Board has a reasonable expectation that the Farm-Out will be completed no later than the long stop date of 30 June 2020.

The Directors are satisfied that there are no indicators of impairment but recognise that future realisation of these oil and gas assets is dependent on further successful exploration, appraisal and development activities and the subsequent economic production of hydrocarbon reserves.

 

Aminex PLC

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

for the six months ended 30 June 2019

8.      Exploration and evaluation assets (continued)

Nyuni Area PSA

In December 2016, the Tanzanian authorities granted an extension to the Nyuni Area Licence. Aminex believes that the four-year extension period should have started from the date of grant in December 2016 and sought clarification from the TPDC.

Aminex received notification in the period from the Tanzanian authorities that the Nyuni Area Licence period is to end in October 2019, the Company currently is unable to progress the work programme and, therefore, the Directors fully impaired the carrying cost of the Nyuni exploration asset as at 31 December 2018 and provided an impairment against all related expenditure during the reporting period.

In accordance with the terms of the Nyuni Area PSA, Aminex has applied in July 2019 for the Licence to be extended into the Second Extension Period with a request for an amendment to the work programme obligations for the licence area..  The proposal is supported by the TPDC, which has submitted the proposal as licence holder to the Ministry of Energy.

Kiliwani South

Kiliwani South, located within the Kiliwani North Development Licence acreage, has been identified as a potential lead and the Company is planning to acquire 3D seismic over it as part of a larger programme over sections of the Nyuni Area Licence. The Directors are satisfied with work planned on the Licence that there are no indicators of impairment.

9.      Property, plant and equipment

		Development property - Tanzania	Other assets	Total
		US$'000	US$'000	US$'000
Cost
At 1 January 2019		8,205	68	8,273
Adoption of IFRS 16 - right of use asset cost		-	843	843
Additions in the period		-	3	3
Exchange rate adjustment		-	(6)	(6)
At 30 June 2019		8,205	908	9,113
Depreciation and depletion
At 1 January 2019		5,839	41	5,880
Adoption of IFRS 16 - right of use asset accumulated depreciation		-	239	239
Charge for the period		-	121	121
Exchange rate adjustment		-	3	3
At 30 June 2019		5,839	404	6,243
Net book value
At 30 June 2019		2,366	504	2,870
At 31 December 2018		2,366	27	2,393

 

Aminex PLC

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

for the six months ended 30 June 2019

9.             Property, plant and equipment (continued)

As a result of the adoption of IFRS 16: "Leases", the Group has recognised a right-of-use asset (see Note 1). As at 30 June 2019, "Other assets" comprises right-of-use lease asset US$490,000 (31 December 2018: US$ nil), plant and equipment US$14,000 (31 December 2018: US$20,000), fixtures and fittings US$ nil (31 December 2018: US$1,000) and leasehold property US$ nil (31 December 2018: US$6,000).

Development property - Tanzania

Following the award of the Kiliwani North Development Licence by the Tanzanian Government in April 2011, the carrying cost relating to the development licence was reclassified as a development asset under property, plant and equipment, in line with accounting standards and the Group's accounting policies. Production from the Kiliwani North-1 well commenced on 4 April 2016 and depletion is calculated with reference to the remaining reserves of 1.94 BCF, which were ascribed to the field as at 1 January 2018 in an independent reserves and resources report prepared by RPS in February 2018. The report also identified a contingent resource of 30.8 BCF in addition to the reserves. The well has produced approximately 6.4 BCF of gas to date. Production from the Kiliwani North-1 well in 2018 was intermittent and following a well intervention to open the sub-surface safety valve, further remediation is planned for the remainder of 2019. The well did not produce during the period.

A plan to remediate the faulty valve was developed and, later in 2018, an independent contractor was engaged to troubleshoot and remediate the valve. The initial work was successful with a small amount of gas flowed to the plant and further work is planned. The Company has identified the possibility of perforating a lower and potentially gas saturated section of the reservoir, analysis of which indicates the possibility of providing up to 8 BCF of additional resource from the same well. The plans for 3D seismic acquisition over Kiliwani North would aid in identifying further drilling or side-track opportunities required to drain the remainder of the structure.

Considering the ongoing remediation work and the reserves and resources ascribed to the Kiliwani North-1 well the Directors are satisfied no impairment charge is required against the carrying value. In accordance with IAS 36, the Group conducted an impairment test as at 30 June 2019 on a value in use basis. This did not result in an impairment. The key estimates and judgements used in the impairment test included discount rate, production volumes, timing of the commencement of gas production, remediation work on the gas well being successful, the cost of remediation work and a fixed gas price in line with the Kiliwani North gas sales agreement. Once the remediation work on the Kiliwani North-1 well, discussed above, is complete, it is expected that the results will reduce the key estimation uncertainties currently used in the impairment test, particularly around the success of planned remediation work and the volume and timing of gas production. This will provide a clearer understanding of the likelihood for producing the remaining reserves and potential resources assigned to the well and therefore impact on the sensitivity of inputs used for future impairment tests. 

10.    Trade and other receivables

Trade and other receivables amounted to US$8.17 million at the period end (31 December 2018: US8.04 million). Included in trade and other receivables is an amount of US$7.61 million (31 December 2018: US$7.41 million) due from the TPDC for the gross receivables due to the partners in jointly controlled operations for gas sales from Kiliwani North. Aminex's net share of the receivable is US$3.14 million (31 December 2018: US3.04 million). On 11 April 2018, the Company received formal notification from the TPDC of certain claims amounting to US$5.97 million for liabilities arising on revenues from gas sales, of which Aminex's share is estimated to be US$2.73 million. Aminex has advised the TPDC that it does not agree with nor accept the payments sought and no provision has been made in the financial statements beyond amounts Aminex had already accrued. The TPDC has delayed settling its trade receivable balance while discussions continue. Aminex maintains that the trade receivables balance is payable in full. In accordance with IFRS 9, Aminex calculated its expected credit loss based on its exposure to credit risk on its trade receivables at the end of the period and recognised an impairment on trade receivables of US$164,000 charged to administrative expenses in the income statement.

 

Aminex PLC

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

for the six months ended 30 June 2019

11.    Cash and cash equivalents

	Unaudited 6 months ended 30 June  2019 US$'000		Unaudited 6 months ended 30 June  2018 US$'000		Audited  year ended 31 December 2018 US$'000
Cash at bank and in hand	2,028		2,650		1,860

Included in cash and cash equivalents is an amount of US$0.32 million (31 December 2018: US$0.52 million) held on behalf of partners in jointly controlled operations. 

12.    Trade and other payables

Trade and other payables amounted to US$11.01 million at the period end (31 December 2018: US$10.52 million).  Included in trade and other payables are amounts due from gas sales and are payable on receipt of gas revenues from the TPDC.

13.    Commitments, guarantees and contingent liabilities

Commitments

In accordance with the relevant PSA, Aminex has a commitment to contribute its share of the following outstanding work programmes:

(a)    Following the grant of the first extension to the Nyuni Area PSA, Tanzania, the terms of the licence require the acquisition of 700 kilometres of 3D seismic over the deep-water sector of the licence, and the drilling of four wells, on the continental shelf or in the deep-water, by October 2019.  In accordance with the terms of the Nyuni Area PSA, Aminex has applied in July 2019 for the licence to be extended into the Second Extension Period with a request for an amendment to the work programme obligations for the licence area..  The proposal is supported by the TPDC, which has submitted the proposal as licence holder to the Ministry of Energy.

(b)    The Ruvuma PSA, Tanzania, originally comprised two licences. The Mtwara Licence was extended to December 2017 and Aminex is in discussions for, and has a reasonable expectation of, receiving a further extension on the licence. Two wells are required to be drilled, one of which is expected to be the Chikumbi-1 location. The Company has previously sought an extension to the Lindi Licence, for which there remains a two-well commitment, and is currently seeking a new Lindi PSA.

Guarantees and contingent liabilities

(a)     Under the terms of the Addendum to the Ruvuma PSA, Ndovu Resources Limited, a subsidiary company of Aminex PLC, has provided security to the TPDC for up to 15% of the profit share of the Kiliwani North Development Licence to guarantee the amended four-well drilling commitment under the Ruvuma PSA. For each well drilled the security interest will be reduced by 3% for the first well and 4% thereafter.

(b)    The Company guarantees certain liabilities and commitments of subsidiary companies from time to time, including the commitments of Ndovu Resources Limited under the Nyuni Area PSA.  These are considered to be insurance arrangements and are accounted for as such i.e. they are treated as a contingent liability until such time as it becomes probable that the Company will be required to make payment under the guarantee in which case a liability is recognised.

 

Aminex PLC

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

for the six months ended 30 June 2019

13.    Commitments, guarantees and contingent liabilities (continued) 

Guarantees and contingent liabilities (continued)

(c)     On 11 April 2018, Ndovu Resources Limited received formal notification from the TPDC of certain claims amounting to US$5.97 million with regard to unpaid royalties and amounts due under profit share arrangements which it proposes to offset against the trade receivable balance owing by the TPDC to Aminex (see Note 10). Of the amount claimed, Aminex has already accrued for the liabilities it considers appropriate based on its own calculations of amounts due as at 30 June 2019. Aminex has advised the TPDC that it does not accept the balance of the claims, which include computational inaccuracies. No further provision has been made in the financial statements for the additional amounts claimed as the Directors believe the claims are without merit and are satisfied that the US$7.61 million included in trade receivables as owing from the TPDC will be fully recovered.

(d)    As disclosed on page 45 in Note 1 Statement of Accounting Policies of the 2018 Annual Report, the Group is subject to various tax and regulatory audits from time to time in the ordinary course of business.  Audits are currently being performed by the Tanzania Revenue Authority.  No assessment has been raised and the Company continues to provide information for the audit.

14.    Related party transactions

On 4 January 2019, the Company announced that shareholders approved the Farm-Out of a 50% interest in the Ruvuma PSA to The Zubair Corporation at an extraordinary general meeting. The Farm-Out constitutes a related party transaction.

On 7 February 2019, the Company raised $2.37 million before expenses in a placing through the issue of 127,226,781 new ordinary shares at a price of Stg 1.45p per share.  Eclipse Investments LLC, a substantial shareholder and a related party, subscribed for 26,525,198 new ordinary shares in the placing.

15.    Post balance sheet events

Subsequent to the period end, Aminex recently announced that the Company and APT, a related party of Aminex, will advance works so that drilling of the Chikumbi-1 well can commence as soon as practicable following the satisfaction of the remaining conditions.  Aminex and ARA have signed a binding Heads of Terms whereby ARA has agreed to provide a US$3 million advance in instalments to the Company, ahead of Completion of the Farm-Out ("Advance"), which provides the Company with financial flexibility pending Completion.  The parties will agree and sign a fully termed agreement as soon as possible.  The Advance will be offset against the first tranche of the cash consideration payable to Aminex on Completion of the Farm-Out  The second tranche of the cash consideration of US$2 million, which was initially due to the Company 180 days after Completion, will now be payable to the Company upon Completion.  The long stop date for Completion of the Farm-Out has been extended to 30 June 2020, although the Company and APT do not expect to require this extended period to satisfy the remaining conditions of the Farm-Out.  If Completion has not occurred by 30 June 2020, the Advance will convert to an interest-bearing secured loan, repayable by 30 June 2021.

16.    Statutory information

The financial information to 30 June 2019 and 30 June 2018 is unaudited and does not constitute statutory financial information.  The information given for the year ended 31 December 2018 does not constitute the statutory accounts within the meaning of Part 6 of Chapter 4 of the Companies Act 2014.  The statutory accounts for the year ended 31 December 2018 have been filed with the Registrar of Companies in Ireland.  This announcement will be made available at the Company's registered office at Paramount Court, Corrig Road, Sandyford Business Park, Dublin 18 and at the office of the Aminex's  UK subsidiary company, Aminex Petroleum Services Ltd.,  at Kings Buildings, 16 Smith Square, London SW1P 3JJ.

 

END

 

 

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