TIDMROSE

RNS Number : 3120A

Rose Petroleum PLC

28 September 2015

ROSE PETROLEUM PLC

("Rose", the "Group" or the "Company")

INTERIM REPORT FOR THE SIX MONTHS TO 30 JUNE 2015

The Board of Rose is pleased to present its report for the six month period to 30 June 2015.

REVIEW OF ACTIVITIES

OVERVIEW

The Board believes that its oil and gas portfolio is of a scale and quality to deliver long term Shareholder value. The assets were acquired due to their prospectivity, size, location, and relatively low breakeven price. Following the purchase of these assets, the Company started to implement its development plan in line with its previously stated strategy of unlocking the value of the portfolio.

However, with the uncertainty of the current market conditions, the Board has initiated a review of its strategy, assets and cost base to ensure that its existing capital is optimally deployed across the Group. As a result, the operational plans that were put in place twelve months ago have been revised to reflect the current operating environment and a rationalisation of expenditure across the Group has been carried out. While the cost cutting has been radical and far-reaching, the Group has retained an operational capability sufficient to meet its commitments for the foreseeable future. We believe the Group is now well-positioned to maintain its assets.

As well as protecting the existing asset base, we are confident that the Group can take advantage of potential acquisition opportunities that might arise due to the current challenging environment in the sector. The Company is utilising two investment banks to help develop and fund these potential opportunities.

A full review of the developments over the period is outlined below. It explains the development chronology and rationale behind the current strategy. Additionally, a review of the non-oil and gas assets is provided. These assets are constantly being assessed to ascertain the most effective way of realising value.

OIL AND GAS DIVISION

The prime focus during the period has been the Uinta Basin, specifically, the Mancos Formation. The development chronology and rationale is reported below:

Uinta Basin (Mancos) activity:

The State 1-34 Mancos well was drilled to a total depth of 3,200 feet ('ft') at the beginning of the year to penetrate the Mancos formation and retrieve whole and rotary core samples. It also provided us with a full suite of electric logs for establishing critical rock properties to calibrate with the Ryder Scott resource analysis carried out in 2014. Mud logs indicated the presence of hydrocarbons in both the Mancos and in the conventional sands below. Results from core samples were extremely encouraging and reiterated the potential of this acreage. The core results matched or surpassed the parameters used by Ryder Scott for the Mancos Shale resource calculation of 709 MMB of oil and 4.26 TCF of gas for key criteria. Specifically:

-- Total Organic Content ('TOC') used by Ryder Scott was 1.5-2%. The State 1-34 has an average background of 1.5-2% with a 150 ft 'kitchen' interval in the Ferron Member of TOC between 2.75% and up to 4.5%;

-- Potential target reservoir or 'carrier' beds identified in the same four Ryder Scott-defined Mancos intervals with porosities in the 6-9% range;

   --     State 1-34 average porosities 0.5-1% higher than the Ryder Scott study (P50 values); 

-- State 1-34 hydrocarbon (oil) saturations both in core and in situ are in line with the Ryder Scott study;

   --     Net potential 'carrier' beds to gross interval ratios are comparable with Ryder Scott; and 

-- Thermal maturity ('Tmax') confirms that the State 1-34 is within the 'Intensive Generation and Expulsion' window for the Ferron Member.

With the expected potential for early revenue and cash flows from the conventional opportunity below the Mancos, a completion was carried out on four selected intervals. These intervals were perforated and flow tested, but none were deemed to be commercial by virtue of the intersection of a vertical fault that was breached with water. The well is currently shut in pending completion of the Mancos core analysis, which was the primary objective of this well. Although the results from the conventional completion programme were disappointing, they should not overshadow the prospectivity and potential large scale nature of the Mancos Shale, which has always been the initial target of the O&G portfolio.

The permitting application process in relation to five new Mancos wells was initiated in order to submit the Authority for Permit to Drill ('APD') to the Bureau of Land Management ('BLM'). HRL Compliance Solutions and Uintah Engineering and Land Surveying completed the internal location site evaluation in respect of the Environmental Assessment ('EA') requirements and completed the reports to submit to the BLM. Subject to approval, the Group anticipated commencing drilling of the first of these new wells in late 2015. However, as previously announced, in view of the oil price environment, the Board has revised its Mancos strategy. In order to seek to deliver value while prudently conserving cash, Rose is now focusing on one permit initially, within the Cisco Dome area, for the Federal 1-15 20-21 horizontal well. The APD has now been submitted to the BLM, with the required archaeology, paleontology, and biological studies having been completed for the 1-15 20-21 horizontal location. The location of the Federal 1-15 20-21 horizontal well was selected by an in-house geological study of over 75 wells consisting of Rose-operated wells and wells developed by third parties, where the existing well bores targeting the deeper conventional gas field penetrated the Mancos. This review was crucial in determining correct orientation and dip rates and provided a more intimate understanding of the fault/fracture system in the field. The Mancos formation is deeper into the basin and benefits from the availability of the superior well control data in this area. The Directors believe that due to the excellent infrastructure, once a successful well has been completed, oil and gas sales will follow shortly thereafter.

There are active discussions taking place with a number of third parties in respect of the funding for the Mancos drill programme. Once the permitting process for the 1-15 20-21 is completed and timings known these discussions will be accelerated in the hope that the funding for the programme can be secured.

Cisco Dome Acquisition

In Q4 2014, the Group made an add-on acquisition with the purchase of the Cisco Dome Field consisting of 76 miles of mid-stream gathering system, a gas processing plant, compressor station and, importantly, a main pipeline tap into the Williams natural gas pipeline. This acquisition added over 11,000 acres to the Group's Mancos holdings and gave the Group control of its own mid-stream gathering and processing capability in the area.

During the first six months of the period, the Rose field team implemented a number of well enhancement procedures consisting of dropping plunger lift systems into three wells and bringing four wells back on line which had been shut in since the original purchase. Two of the three plunger lift systems implemented improved the stability of gas production and unloading well liquids. However, due to the current gas price environment and a weather related outage, the plant is currently suspended allowing us to undertake a detailed review of operations. The outage does not have a material financial impact on the business.

Paradox Basin

In late 2014, the Group began permitting a 61 square mile 3-D seismic survey over its Paradox leasehold. Pending completion of permitting and the availability of sufficient funding, the Group plans to begin the survey in early Q1 2016. Since the end of Q1 2015, all field work for the cultural and environmental assessments as well as field surveying for transmitter and receiving lines has been completed. The Rose team believes permitting approval is possible by the end of 2015, which will then enable actual acquisition work to commence. The Board feels the 3D seismic will add significant value to the Company and will be reviewing its options on funding before proceeding. Once the seismic data is processed and interpreted, it is expected that the Group will be able to select its first Paradox well location.

Potential Acquisitions

The Board continues to assess opportunities to introduce productive assets to Rose's portfolio. The Board believes the current environment provides an opportunity to acquire high quality assets with stable income which are non-core to other companies. Accordingly, the Company has engaged both Jefferies International Limited and Wellford Capital Markets to assist in the evaluation and funding of potential targets. The team has identified key target basins and are reviewing opportunities in the Marcellus, DJ Basin, Eagle Ford, and Permian. The DJ Basin is our prime focus, where our team has significant operational knowledge and experience.

MINING DIVISION

Gold / Silver Production - Mina Charay, Mexico

Mine production continued throughout the period from the Mina Charay mine in northern Sinaloa, Mexico. By the end of June, ore production had reached the forecasted rate of 100 tonnes/day.

A total of 10,286 tonnes of ore were mined during the period, and of this total, 8,385 tonnes of were processed at the Company's flotation mill and laboratory ('SDA') located near the town of Acaponeta in Nayarit. This tonnage yielded 1,128 ounces ('oz ') of gold and 8,670 oz of silver. The average mill head grade for period averaged 5.89 grammes per tonne (g/T) gold and 63.5 g/T silver. Due to the metallurgical processing and the oxide nature of the near-surface ore, recoveries for the period averaged 71% for gold and 50.6% for silver. These recoveries were lower than planned.

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Both grade and recoveries are expected to increase as the mine is developed in sulfide ore at deeper levels. Early production was to the 30 metre ('m') level which is above the 50m average level of the resource calculation. The Company has been conducting metallurgical tests to determine if a solution to improve recoveries in the oxide ore at the higher levels is possible.

Unfortunately, operational efforts have been overshadowed by the continued decline in metals prices. Gold reached a high for the period of US$1,302/oz in January and as of June 30 was US$1,172/oz and post-period has hovered around US$1,100/oz. This, combined with the low recoveries, has put a strain on the operation.

Against the challenging gold price and operational backdrop, the Company is keeping the performance of Mina Charay under continual review.

Copper and Molybdenum Porphyry Exploration, Mexico

During 2015, the Company has been active in preparing permit applications for drilling on the Tango project located approximately 70km east of the city of Mazatlán in southern Sinaloa. This will be the first drilling to evaluate the separate copper and molybdenum porphyry occurrences. In addition, drill permit applications are being prepared to evaluate the vein on which the San Agustin Mine is situated, in an effort to outline additional gold and silver resources for the Company's SDA mill. Applications were completed and submitted after the period end. The drilling permits are expected to be received during H2 2015.

Porphyry Copper Exploration, Southwest U.S.A.

Property positions are being maintained at minimal cost on several prospective targets in southwest New Mexico and southern Arizona. This includes the Ardmore, Cherry Creek, Lone Hills, McGhee Peak, and Railroad Well projects. The properties and programme are on care and maintenance while Rose looks for a partner to fund exploration. Given the continued inactivity on these projects, the Board has taken the decision to write off their carrying value.

U.S.A. Uranium Exploration

In February 2015, and in line with the Board's decision to divest the Group's uranium assets, the Company sold its 50% interest in the Wate breccia pipe project to Energy Fuels Resources, Inc. ('EFR'). As consideration for the 50% interest in the Wate project, EFR paid US$250,000 cash to Rose at closing, along with a US$500,000 non-interest-bearing promissory note, payable in two equal instalments of US$250,000 on each of the first and second anniversaries of the closing, and a 2% production royalty on EFR's stake in the project. The royalty can be purchased by EFR upon payment to Rose's wholly owned subsidiary, VANE Minerals (US) LLC ('VANE'), of an additional US$750,000, less any royalties previously paid. In addition, upon meeting certain regulatory milestones, the deferred payments due under the note will be accelerated. In addition, EFR will pay an additional US$250,000 cash to VANE resulting in a total sales price of US$2M assuming the full value of the royalty is realised.

The remainder of the Company's uranium assets and programme, operated by VANE, are being managed on a care and maintenance basis. These assets are spearheaded by the 50:50 joint venture with Anfield Resources Inc. in northern Arizona which maintains a land position covering a number of breccia pipe targets on both State of Arizona and federal lands. The targets on federal lands are located in an area that was withdrawn in 2012, but ongoing litigation by outside parties challenging the withdrawal order continues to present the possibility that these lands could be re-opened.

The Company also holds land positions in Utah covering the North Wash uranium-vanadium project and a State of Utah lease on an exploration property adjacent to the Energy Queen Mine owned by EFR. The Company continues to seek potential buyers for these assets.

Group Structure

The Company's oil & gas division and mining division are run and operated on a stand-alone basis. The Board believes that this will enable it to divest the mining assets at the appropriate time, should suitable opportunities arise, as they continue to focus on Rose's oil and gas assets.

FINANCIAL REVIEW

The financial information is reported in United States Dollar ('US$')

Revenue

Revenue for the period was generated primarily from the Company's gold mining and milling operations in Mexico. The Income Statement reports total revenue for the six months ended 31 June 2015 of US$1.2 million (2014: US$2.3 million). The reduction in revenues was primarily the result of the cessation of activities at a number of the gold projects during 2014 and the gradual start-up of the Mina Charay mine during 2015.

Income Statement

The Group reports a net loss after tax of US$6.1 million or 0.4 US cents per share for the six months ended 30 June 2015 (2014: net loss after tax of US$1.8 million or 0.22 US cents per share). An impairment of the Group's U.S.A. copper exploration and evaluation assets resulted in a charge of US$2.34 million (2014: nil) to the income statement in the period. The income statement also includes a 'non-cash' charge of US$0.97 million (2014: US$0.15 million) relating to the issue of share options.

The full financial impact of the current reorganisation and cost reductions will be visible in the 2015 full year numbers.

Balance Sheet

Cash and cash equivalents at 30 June 2015 were US$6.1 million (2014: US$9.3 million). During the period the Company raised gross proceeds of GBP3.1 million through the placing of the Company's Ordinary shares. Current cash is circa. US$4.0 million.

OUTLOOK

Shareholder returns remain the Board's principal objective and we believe that with active stewardship, we can not only preserve our assets in the current market conditions, but also take advantage of opportunities within the sector as they arise.

The Board would like to thank all the staff, consultants and advisers to Rose, as well as the continuing support of Shareholders.

   Rt Hon Earl of Kilmorey PC                                          MC Idiens 

Chairman Chief Executive Officer

ROSE PETROLEUM PLC

CONDENSED CONSOLIDATED INCOME STATEMENT

For the six months ended 30 June 2015

 
                                                     Unaudited    Unaudited       Audited 
                                                    six months   six months    year ended 
                                                      ended 30     ended 30   31 December 
                                                          June         June 
                                                          2015         2014          2014 
                                                                   Restated 
                                            Notes      US$'000      US$'000       US$'000 
 
Continuing operations 
Revenue                                       2          1,224        2,266         3,097 
Cost of sales                                          (1,699)      (1,687)       (3,052) 
Profit share payments                                        -        (462)         (490) 
                                                   -----------  -----------  ------------ 
 
Gross (loss)/profit                                      (475)          117         (445) 
 
Operating, development and administrative 
 expenses                                              (2,627)      (1,412)       (3,605) 
Impairment of intangible exploration 
 and evaluation assets                         3       (2,340)            -         (969) 
Share-based payments                                     (967)        (145)         (763) 
Other income                                                 -           25             - 
Loss on disposal of assets held 
 for sale                                     8           (35)            -             - 
                                                   -----------  -----------  ------------ 
 
Operating loss                                         (6,444)      (1,415)       (5,782) 
 
Finance income                                               5            3             8 
Finance costs                                             (34)         (92)          (91) 
                                                   -----------  -----------  ------------ 
 
Loss before taxation                                   (6,473)      (1,504)       (5,865) 
 
Taxation                                      4            359        (288)          (13) 
                                                   -----------  -----------  ------------ 
 
Loss for the period attributable 
 to owners of the parent company               5       (6,114)      (1,792)       (5,878) 
                                                   ===========  ===========  ============ 
 
 
Loss per Ordinary Share 
Basic and diluted, cents per share            6         (0.40)       (0.22)        (0.55) 
                                                   ===========  ===========  ============ 
 
 
 

ROSE PETROLEUM PLC

CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

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For the six months ended 30 June 2015

 
                                                      Unaudited    Unaudited       Audited 
                                                     six months   six months    year ended 
                                                       ended 30     ended 30   31 December 
                                                           June         June 
                                                           2015         2014          2014 
                                                                    Restated 
                                                        US$'000      US$'000       US$'000 
 
Loss for the period attributable 
 to owners of the parent company                        (6,114)      (1,792)       (5,878) 
 
Other comprehensive income 
 Items that may be subsequently reclassified 
 to profit or loss, net of tax 
Foreign currency translation differences 
 on foreign operations                                    (758)          604       (1,146) 
Net (loss)/gain on hedge of net investment 
 in foreign operations                                    (132)        (398)         1,535 
                                                    -----------  -----------  ------------ 
 
                                                          (890)          206           389 
                                                    -----------  -----------  ------------ 
 
Total comprehensive income for the 
 period attributable to owners of 
 the parent company                                     (7,004)      (1,586)       (5,489) 
                                                    ===========  ===========  ============ 
 
 
 

ROSE PETROLEUM PLC

CONDENSED CONSOLIDATED BALANCE SHEET

As at 30 June 2015

 
                                             Unaudited     Unaudited        Audited 
                                            six months    six months     year ended 
                                              ended 30      ended 30    31 December 
                                                  June          June 
                                                  2015          2014           2014 
                                                            Restated 
                                    Notes      US$'000       US$'000        US$'000 
 
  Non-current assets 
  Intangible assets                   7         11,610         6,943          9,947 
  Property, plant and equipment                    729           930            823 
  Deferred tax asset                                 -             -            404 
  Other receivables                   8            250             -              - 
                                           -----------   -----------   ------------ 
 
                                                12,589         7,873         11,174 
                                           ----------- 
 
  Current assets 
  Inventories                                      459           581             57 
  Trade and other receivables                    1,391         2,467          1,007 
  Cash and cash equivalents                      6,089         9,310          8,408 
  Assets held for sale                8              -           325            785 
                                           -----------   -----------   ------------ 
 
                                                 7,939        12,683         10,257 
                                           ----------- 
 
  Total assets                                  20,528        20,556         21,431 
                                           =========== 
 
  Current liabilities 
  Trade and other payables                     (1,808)       (2,081)        (2,377) 
  Taxation payable                                (25)             -           (56) 
                                           -----------   -----------   ------------ 
 
                                               (1,833)       (2,081)        (2,433) 
                                           ----------- 
 
  Non-current liabilities 
  Provisions                                   (1,122)         (500)           (52) 
                                           -----------   -----------   ------------ 
 
                                               (1,122)         (500)           (52) 
                                           ----------- 
 
  Total liabilities                            (2,955)       (2,581)        (2,485) 
                                           =========== 
 
  Net assets                                    17,573        17,976         18,946 
                                           =========== 
 
 
  Equity 
  Share capital                       9         38,976        37,101         37,341 
  Share premium account                         30,213        23,172         27,215 
  Share option reserve                           2,538           975          1,540 
  Cumulative translation reserves              (2,082)       (1,415)        (1,192) 
  Retained deficit                            (52,072)      (41,857)       (45,958) 
                                           ----------- 
 
  Equity attributable to owners 
   of the parent company                        17,573        17,976         18,946 
                                           =========== 
 
 
 

ROSE PETROLEUM PLC

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (UNAUDITED)

 
                                          Share        Share                      Cumulative 
                             Share      premium       option          Other      translation     Retained 
                           capital      account      reserve       reserves         reserves      deficit      Total 
                           US$'000      US$'000      US$'000        US$'000          US$'000      US$'000    US$'000 
 As at 1 January 
  2014                      36,227       11,739          827            461          (1,623)     (40,300)      7,331 
 Transactions 
  with owners in 
  their capacity 
  as owners: 
 Issue of equity 
  shares                       738       10,330            -              -                -            -     11,068 
 Conversion of 
  convertible loan 
  notes                        136        1,567            -          (461)                3          234      1,479 
 Expenses of issue 
  of equity shares               -        (464)            -              -                -            -      (464) 
 Share-based 
  payments                       -            -          145              -                -            -        145 
 Exchange 
  differences                    -            -            3              -                -            -          3 
                      ------------  -----------  -----------  -------------  ---------------  -----------  --------- 
 
 Total transactions 
  with owners in 
  their capacity 
  as owners                    874       11,433          148          (461)                3          234     12,231 
 
 
 Loss for the 
  period                         -            -            -              -                -      (1,792)    (1,792) 
 Other comprehensive 
  income: 
 Currency 
  translation 
  differences                    -            -            -              -              604            -        604 
 Net loss on hedge 
  of net investment 
  in foreign 
  operations                     -            -            -              -            (398)            -      (398) 
 
 Total other 
  comprehensive 
  income for the 
  period                         -            -            -              -              206            -        206 
 
 Total comprehensive 
  income for the 
  period                         -            -            -              -              206      (1,792)    (1,586) 
 
 As at 30 June 
  2014                      37,101       23,172          975              -          (1,414)     (41,858)     17,976 
 
 
 
 

ROSE PETROLEUM PLC

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (AUDITED)

 
                                             Share      Share                  Cumulative 
                                  Share    premium     option        Other    translation      Retained 
                                capital    account    reserve     reserves       reserves       deficit       Total 
                                US$'000    US$'000    US$'000      US$'000        US$'000       US$'000     US$'000 
 As at 1 January 
  2014                           36,227     11,739        827          461        (1,623)      (40,300)       7,331 
 Transactions 
  with owners in 
  their capacity 
  as owners: 
 Issue of equity 
  shares                            990     14,735          -            -              -             -      15,725 
 Conversion of 
  convertible loan 
  notes                             124      1,429          -        (461)             42           214       1,348 
 Expenses of issue 
  of equity shares                    -      (688)          -            -              -             -       (688) 
 Share-based payments                 -          -        763            -              -             -         763 
 Transfer to retained 
  earnings in respect 
  of forfeit options                  -          -        (6)            -              -             6           - 
 Exchange differences                 -          -       (44)            -              -             -        (44) 
 
 Total transactions 
  with owners in 
  their capacity 
  as owners                       1,114     15,476        713        (461)             42           220      17,104 
 
 
 Loss for the 
  year                                -          -          -            -              -       (5,878)     (5,878) 
 Other comprehensive 
  income: 
 Currency translation 
  differences                         -          -          -            -        (1,146)             -     (1,146) 
 Net gain on hedge 
  of net investment 

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  in foreign operations               -          -          -            -          1,535             -       1,535 
 
 Total other comprehensive 
  income for the 
  year                                -          -          -            -            389             -         389 
 
 Total comprehensive 
  income for the 
  year                                -          -          -            -            389       (5,878)     (5,489) 
 
 As at 31 December 
  2014                           37,341     27,215      1,540            -        (1,192)      (45,958)      18,946 
 
 

ROSE PETROLEUM PLC

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (UNAUDITED)

 
                                     Share      Share                      Cumulative 
                          Share    premium     option          Other      translation     Retained 
                        capital    account    reserve       reserves         reserves      deficit       Total 
                        US$'000    US$'000    US$'000        US$'000          US$'000      US$'000     US$'000 
 As at 1 January 
  2015                   37,341     27,215      1,540              -          (1,192)     (45,958)      18,946 
 Transactions 
  with owners in 
  their capacity 
  as owners: 
 Issue of equity 
  shares                  1,635      3,269          -              -                -            -       4,904 
 Expenses of issue 
  of equity shares            -      (271)          -              -                -            -       (271) 
 Share-based 
  payments                    -          -        967              -                -            -         967 
 Exchange 
  differences                 -          -         31              -                -            -          31 
 
 Total transactions 
  with owners in 
  their capacity 
  as owners               1,635      2,998        998              -                -            -       5,631 
 
 
 Loss for the 
  period                      -          -          -              -                -      (6,114)     (6,114) 
 Other 
 comprehensive 
 income: 
 Currency 
  translation 
  differences                 -          -          -              -            (758)            -       (758) 
 Net loss on hedge 
  of net investment 
  in foreign 
  operations                  -          -          -              -            (132)            -       (132) 
 
 Total other 
  comprehensive 
  income for the 
  period                      -          -          -              -            (890)            -       (890) 
 
 Total 
  comprehensive 
  income for the 
  period                      -          -          -              -            (890)      (6,114)     (7,004) 
 
 As at 30 June 
  2015                   38,976     30,213      2,538              -          (2,082)     (52,072)      17,573 
 
 
 
 
 
 

ROSE PETROLEUM PLC

CONDENSED CONSOLIDATED CASH FLOW STATEMENT

For the six months ended 30 June 2015

 
                                                             Unaudited         Unaudited       Audited 
                                                            six months        six months    year ended 
                                                              ended 30          ended 30   31 December 
                                                                  June              June 
                                             Appendices           2015              2014             2014 
                                                                                Restated 
                                                               US$'000           US$'000          US$'000 
 
 Net cash used in operating activities           a             (3,382)             (524)          (2,736) 
 
 Net cash used in investing activities           b             (3,550)           (1,420)          (5,589) 
 
 Net cash from financing activities              c               4,602             9,281           14,875 
                                                           -----------  ----------------  --------------- 
 
 Net (decrease)/increase in cash 
  and cash equivalents                                         (2,330)             7,337            6,550 
 
 Cash and cash equivalents at 
  beginning of period                                            8,408             1,944            1,944 
 
 Effect of foreign exchange rate 
  changes                                                           11                29             (86) 
 
 Cash and cash equivalents at 
  end of period                                                  6,089             9,310            8,408 
                                                           ===========  ================  =============== 
 
 
 

ROSE PETROLEUM PLC

APPENDICES TO THE CONDENSED CONSOLIDATED CASH FLOW STATEMENT

For the six months ended 30 June 2015

 
                                                    Unaudited     Unaudited        Audited 
                                                   six months    six months     year ended 
                                                     ended 30      ended 30    31 December 
                                                         June          June 
                                                         2015          2014           2014 
                                                                   Restated 
                                                      US$'000       US$'000        US$'000 
 a     Operating activities 
       Loss before taxation                           (6,473)       (1,504)           (5,865) 
 
       Other income                                         -          (25)                 - 
       Investment income                                  (5)           (3)               (8) 
       Finance costs                                       34            92                91 
       Adjustments for: 
       Depreciation of property, plant 
        and equipment                                     129           110               220 
       Impairment of intangible exploration 
        and evaluation assets                           2,340             -               969 
       Decommissioning                                      -          (78)              (18) 
       Share-based payments                               967           145               763 
       Loss on disposal of assets held                     35             -                 - 
        for sale 
       Effect of foreign exchange rate 
        changes                                          (30)          (14)                53 
 
       Operating outflow before movements 
        in working capital                            (3,003)       (1,277)           (3,795) 
       (Increase)/decrease in inventories               (402)           323               847 
       (Increase)/decrease in trade 
        and other receivables                           (224)           721               973 
       Increase/(decrease) in trade 
        and other payables                                247         (193)             (650) 
 
       Cash used in operations                        (3,382)         (426)           (2,625) 
       Income tax paid                                      -             -              (13) 
       Interest paid                                        -          (98)              (98) 
 
       Net cash used in operating activities          (3,382)         (524)           (2,736) 
 
 b     Investing activities 
       Interest received                                    5             3                 8 
       Purchase of property, plant and 
        equipment                                        (67)          (21)             (124) 
       Purchase of intangible exploration 
        and evaluation 
        assets                                        (3,738)       (1,264)           (5,335) 
       Acquisition of subsidiaries                          -         (138)             (138) 
       Proceeds on disposal of assets                     250             -                 - 
        held for sale 
 
       Net cash used in investing activities          (3,550)       (1,420)           (5,589) 
 
 c     Financing activities 
       Proceeds from issue of shares                    4,904         9,720            15,532 
       Expenses of issue of shares                      (302)         (464)             (657) 
       Joint partner funding                                -            25                 - 
 
       Net cash from financing activities               4,602         9,281            14,875 
 
 
 

ROSE PETROLEUM PLC

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

For the six months ended 30 June 2015

1. ACCOUNTING POLICIES

Basis of preparation

This Report was approved by the Directors on 25 September 2015.

The condensed consolidated interim financial statements have been prepared in accordance with the recognition and measurement principles of International Accounting and Financial Reporting Standards ( 'IFRS ') as adopted in the EU.

The condensed consolidated interim financial statements are presented in United States Dollar ('US$') as the Group's trading, and the majority of its assets are in US$.

The company is domiciled in the United Kingdom. The company is listed on AIM.

The current and comparative periods to June have been prepared using the accounting policies and practices consistent with those adopted in the annual financial statements for the year ended 31 December 2014. In the interim results to 30 June 2014 the Group's interest in Wate Mining Company LLC had been accounted for using the equity method of accounting. The comparative results for the period to June have been restated to reflect the treatment of the Group's interest in Wate Mining Company LLC as non-current assets held for sale.

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Comparative figures for the year ended 31 December 2014 have been extracted from the statutory financial statements for that period which carried an unqualified audit report, did not contain a statement under section 498(2) or (3) of the Companies Act 2006 and have been delivered to the Registrar of Companies.

The Financial Information contained in this report does not constitute statutory financial statements as defined by section 434 of the Companies Act 2006, and should be read in conjunction with the Group's financial statements for the year ended 31 December 2014. This report has not been audited or reviewed by the Group's auditors.

During the first six months of the current financial year there have been no related party transactions that materially affect the financial position or performance of the Group and there have been no changes in the related party transactions described in the last annual financial report.

The principal risks and uncertainties of the Group have not changed since the publication of the last annual financial report where a detailed explanation of such risks and uncertainties can be found.

2. SEGMENTAL INFORMATION

For management purposes, the Group is organised into three operating divisions based on its principal activities of gold and silver mining, research and evaluation of potential uranium and copper properties and the exploration and development of O&G resources. These divisions are the basis on which the Group reports its segment information as presented below:

 
                                                     Unaudited    Unaudited       Audited 
                                                    six months   six months    year ended 
                                                      ended 30     ended 30   31 December 
                                                          June         June 
                                                          2015         2014          2014 
                                                                   Restated 
                                                       US$'000      US$'000       US$'000 
 
      Revenue 
           Gold and silver                                1,136       2,266          3,097 
          O&G                                                88           -              - 
                                                     ----------  ----------  ------------- 
 
                                                          1,224       2,266          3,097 
                                                     ----------  ----------  ------------- 
 
 
                                                     Unaudited    Unaudited       Audited 
                                                    six months   six months    year ended 
                                                      ended 30     ended 30   31 December 
                                                          June         June 
                                                          2015         2014          2014 
                                                                   Restated 
                                                       US$'000      US$'000       US$'000 
 
  Segmental results 
          Uranium and copper                            (2,488)       (158)          (325) 
          Gold and silver                                 (637)       (142)        (1,430) 
          O&G                                           (1,387)       (316)        (1,448) 
                                                     ----------  ----------  ------------- 
 
          Total segment results                         (4,512)       (616)        (3,203) 
          Assets held for sale                             (35)           -              - 
          Unallocated results                           (1,926)       (888)        (2,662) 
          Current and deferred tax                          359       (288)           (13) 
                                                     ----------  ----------  ------------- 
 
          Loss for the period                           (6,114)     (1,792)        (5,878) 
                                                     ----------  ----------  ------------- 
 
 
  Net assets 
          Uranium and copper                              1,633       3,618          3,552 
          Gold and silver                                 1,524       2,425          1,460 
          O&G                                             9,955       1,698          6,676 
                                                     ----------  ----------  ------------- 
 
          Total segment net assets                       13,112       7,741         11,688 
          Assets held for sale                                -         325            785 
          Unallocated net assets                          4,486       9,910          6,125 
          Current and deferred tax                         (25)                        348 
                                                     ----------  ----------  ------------- 
 
          Total net assets                               17,573      17,976         18,946 
                                                     ----------  ----------  ------------- 
 
 
 

3. IMPAIRMENT OF INTANGIBLE EXPLORATION AND EVALUATION ASSETS

 
                                               Unaudited    Unaudited         Audited 
                                              six months   six months      year ended 
                                                ended 30     ended 30     31 December 
                                                    June         June 
                                                    2015         2014            2014 
                                                             Restated 
                                                 US$'000      US$'000         US$'000 
 
   O&G assets                                          -            -          969 
      Copper assets                                2,340            -            - 
                                             -----------  -----------  ----------- 
 
                                                   2,340            -          969 
                                             -----------  -----------  ----------- 
 
 
 

4. TAXATION

 
                                              Unaudited    Unaudited       Audited 
                                             six months   six months    year ended 
                                               ended 30     ended 30   31 December 
                                                   June         June 
                                                   2015         2014          2014 
                                                            Restated 
                                                US$'000      US$'000       US$'000 
 
         Current period                               5           97           66 
        Deferred tax                              (364)          191         (53) 
                                            -----------  -----------  ----------- 
 
        Tax (credit)/charge                       (359)          288           13 
                                            -----------  -----------  ----------- 
 
 
 

5. DIVIDENDS

The directors do not recommend the payment of a dividend for the period.

6. LOSS PER ORDINARY SHARE

Basic loss per Ordinary Share is calculated by dividing the net loss for the period attributable to owners of the parent company by the weighted average number of Ordinary Shares outstanding during the period. The calculation of the basic and diluted loss per Ordinary Share is based on the following data:

 
                                                           Unaudited     Unaudited        Audited 
                                                          six months    six months     year ended 
                                                            ended 30      ended 30    31 December 
                                                                June          June 
                                                                2015          2014           2014 
                                                                          restated 
                                                             US$'000       US$'000        US$'000 
 
  Losses 
  Loss for the purpose of basic loss 
   per Ordinary Share being net loss attributable 
   to owners of the parent company                           (6,114)       (1,792)           (5,878) 
 
                                                              Number        Number            Number 
                                                                '000          '000              '000 
  Number of shares 
  Weighted average number of shares for 
   the purpose of basic loss per Ordinary 
   Share                                                   1,515,931       807,554         1,074,448 
 
  Loss per Ordinary Share 
  Basic and diluted, cents per share                          (0.40)        (0.22)            (0.55) 
 
 
 

Due to the losses incurred, there is no dilutive effect from the existing share options.

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7. INTANGIBLE ASSETS

 
                                                 Exploration and 
                                               evaluation assets 
                                                         US$'000 
 Cost 
  At 1 January 2014                                        8,538 
  Additions                                                2,764 
  Acquired on acquisition of a subsidiary                    576 
  Reclassified as held for sale                            (325) 
  Exchange differences                                      (11) 
                                              ------------------ 
 
  At 30 June 2014 (restated)                              11,542 
  Additions                                                4,418 
  Reclassified as held for sale                            (460) 
  Exchange differences                                      (67) 
                                              ------------------ 
 
  At 31 December 2014                                     15,433 
  Additions                                                4,024 
  Exchange differences                                      (99) 
                                              ------------------ 
 
  At 30 June 2015                                         19,358 
                                              ------------------ 
 
 
 Impairment 
  At 1 January 2014 and 30 June 2014                       4,599 
  Impairment charge                                          969 
  Exchange differences                                      (82) 
                                              ------------------ 
 
  At 31 December 2014                                      5,486 
  Impairment charge                                        2,340 
  Exchange differences                                      (78) 
                                              ------------------ 
 
  At 30 June 2015                                          7,748 
                                              ------------------ 
 
 
 Carrying amount 
  At 30 June 2015                                         11,610 
                                              ------------------ 
 
  At 30 June 2014 (restated)                               6,943 
                                              ------------------ 
 
  At 31 December 2014                                      9,947 
                                              ------------------ 
 
 

8. ASSETS HELD FOR SALE

On 17 February 2015, the Company completed the sale of its 50 per cent interest in Wate Mining Company LLC ('Wate') to EFR Arizona Strip LLC ('EFR'). A loss of US$35,000 arose on the disposal of assets, being the proceeds of disposal less the carrying amount of the net assets.

The net assets of Wate at the date of disposal and the periods reported were:

 
                                                                            Unaudited       Audited 
                                                                           six months    year ended 
                                                             17 February     ended 30   31 December 
                                                                                 June 
                                                                    2015         2014          2014 
                                                                             Restated 
                                                                 US$'000      US$'000       US$'000 
 
 Intangible exploration and evaluation 
  assets                                                             785          325          785 
                                                                          -----------  ----------- 
 
 Loss on disposal                                                   (35) 
                                                           ------------- 
 
              Total consideration                                    750 
                                                           ------------- 
 
               Satisfied by: 
               Cash and cash equivalents                             250 
               Deferred consideration                                500 
                                                       ----------------- 
 
                                                                     750 
                                                       ----------------- 
 
 
 

The deferred consideration of US$0.5 million will be settled by means of a non-interest bearing promissory note, payable in two equal instalments on 13 February 2016 and 13 February 2017.

In addition, there is a potential 2 per cent royalty due on EFR's stake in the project and, upon the meeting of certain regulatory milestones, EFR will pay an additional US$0.25 million cash to the Company. Due to the uncertainty of the timing the contingent consideration has not been recognised at 30 June 2015.

9. SHARE CAPITAL

 
                                                      Unaudited    Unaudited       Audited 
                                                     six months   six months    year ended 
                                                       ended 30     ended 30   31 December 
                                                           June         June 
                                                           2015         2014          2014 
                                                                    Restated 
                                                         Number       Number        Number 
                                                           '000         '000          '000 
 
  Authorised 
  Ordinary Shares of 0.1p each                            7,779        7,779         7,779 
  Deferred Shares of 9.9p each                          190,108      190,108       190,108 
                                                    -----------  -----------  ------------ 
 
                                                        197,887      197,887       197,887 
                                                    -----------  -----------  ------------ 
 
 
  Allotted, issued and fully paid 
  2,550,185,127 Ordinary Shares of 0.1p 
   each (30 June 2014:1,306,006,980 and 
   31 December 2014:1,510,185,120)                        4,069        2,194         2,434 
  190,108 Deferred Shares of 9.9p each                   34,907       34,907        34,907 
                                                    -----------  -----------  ------------ 
 
                                                         38,976       37,101        37,341 
                                                    -----------  -----------  ------------ 
 
 
 

The Deferred Shares are not listed on AIM, do not give the holders any right to receive notice of, or to attend or vote at, any general meetings, have no entitlement to receive a dividend or other distribution or any entitlement to receive a repayment of nominal amount paid up on a return of assets on winding up nor to receive or participate in any property or assets of the Company. The Company may, at its option, at any time redeem all of the Deferred Shares then in issue at a price not exceeding $0.01 from all shareholders upon giving not less than 28 days notice in writing. There is no dilutive effect from the existing share options or convertible loan notes.

ISSUED ORDINARY SHARE CAPITAL

On 14 June 2014, the Company issued 80,000,000 Ordinary Shares of 0.1p each in respect of the conversion of its outstanding convertible loan notes of US$1,553,200 (GBP1 million)

On 27 June 2014, the Company issued 433,333,323 Ordinary Shares of 0.1p each at a price of 1.5p per share, raising gross proceeds of US$10,095,800 (GBP6.5 million)

On 21 October 2014, the Company issued 4,178,152 Ordinary Shares of 0.1p each at a price of 2.975p per share in satisfaction of US$200,000 (GBP124,300) due in respect of the Utah farm-in agreement.

On 5 December 2014, the Company issued 199,999,987 Ordinary Shares of 0.1p each at a price of 1.75p per share, raising gross proceeds of US$5,436,200 (GBP3.5 million)

On 30 June 2015, the Company issued 1,040,000,007 Ordinary Shares of 0.1p each at a price of 0.3p per share, raising gross proceeds of US$4,903,704 (GBP3.1 million)

 
                                                                         Ordinary 
                                                                           Shares 
                                                                           Number 
                                                                             '000 
 
 At 1 January 2014                                                        792,674 
 Allotment of shares                                                      513,333 
                                                                      ----------- 
 
 At 30 June 2014                                                        1,306,007 
 Allotment of shares                                                      204,178 
                                                                      ----------- 
 
 At 31 December 2014                                                    1,510,185 
 Allotment of shares                                                    1,040,000 
                                                                      ----------- 
 
 At 30 June 2015                                                        2,550,185 
                                                                      ----------- 
 
 
 

Contacts

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