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PTR.GB PetroNeft Resources Plc

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Petroneft Resources PLC 2015 Final Results (0187C)

23/06/2016 7:00am

UK Regulatory


PetroNeft Resources (AQSE:PTR.GB)
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RNS Number : 0187C

Petroneft Resources PLC

23 June 2016

23 June 2016

PetroNeft Resources plc

("PetroNeft" or the "Group" or the "Company")

2015 Final Results

PetroNeft (AIM: PTR) owner and operator of Licences 61 and 67, Tomsk Oblast, Russian Federation, is pleased to report its final results for the year ended 31 December 2015. In addition, PetroNeft announces that the Company's Annual Report and Accounts for 2015 and Notice of the 2016 AGM will be mailed to shareholders and will be available online at the Company's website www.petroneft.com on or before Thursday 30 June 2016.

Highlights

   --     Gross production 737,655 barrels of oil from Licence 61 in 2015 

o Average gross production of 2,021 bopd

o Current gross production about 3,000 bopd

   --     11 Wells drilled in 2015 
   --     1,000 km of 2D seismic acquired at Licence 61 in 2015 
   --     65.5 mmbbls total 2P reserves net to PetroNeft 

Outlook

   --     Further production increases likely from South Arbuzovskoye 

-- Drilling at Sibkrayevskoye No. 374 due to commence in July 2016 - potential for material increase in reserves

   --     Active, fully funded work programme planned at Licence 61 in 2016 and 2017 

Dennis Francis, Chief Executive Officer of PetroNeft Resources plc, commented:

"2015 was a busy year for PetroNeft, during which the company carried out an extensive drilling programme, in partnership with Oil India, across Licence 61. We have gained significant experience in horizontal drilling, deepened our understanding of the Licence and have identified additional upside at Sibkrayevskoye and South Arbuzovskoye.

After 3 weeks of production the A-214 horizontal well at South Arbuzovskoye is still producing over 850 bopd and the pressure decline is very slow. In the near term we look forward to the A-215 horizontal well results at South Arbuzovskoye and the commencement of drilling on the S-374 delineation well at Sibkrayevskoye."

For further information, contact:

 
 Dennis Francis, CEO, PetroNeft Resources    +1 713 988 
  plc                                              2500 
 Paul Dowling, CFO, PetroNeft Resources      +353 1 647 
  plc                                              0280 
 John Frain/Brian Garrahy, Davy (NOMAD       +353 1 679 
  and Joint Broker)                                6363 
 Henry Fitzgerald-O'Connor, Canaccord           +44 207 
  Genuity Limited (Joint Broker)               523 8000 
 Martin Jackson/Shabnam Bashir, Citigate        +44 207 
  Dewe Rogerson                                638 9571 
 Joe Heron / Douglas Keatinge, Murray        +353 1 498 
  Consultants                                      0300 
 

The information contained in this announcement has been reviewed and verified by Mr. Dennis Francis, Director and Chief Executive Officer of PetroNeft, for the purposes of the Note for Mining, Oil and Gas Companies issued by the London Stock Exchange in June 2009. Mr. Francis holds a B.S. Degree in Geophysical Engineering and a M.S. Degree in Geology from the Colorado School of Mines. He has also graduated from the Harvard University Program for Management Development. He is a member of the American Association of Petroleum Geologists and the Society of Exploration Geophysicists. He has over 40 years' experience in oil and gas exploration and development.

PetroNeft Resources plc

Final Results

for the year ended 31 December 2015

Forward Looking Statements

This report contains forward-looking statements. These statements relate to the Group's future prospects, developments and business strategies. Forward-looking statements are identified by their use of terms and phrases such as 'believe', 'could', 'envisage', 'potential', 'estimate', 'expect', 'may', 'will' or the negative of those, variations or comparable expressions, including references to assumptions.

The forward-looking statements in this report are based on current expectations and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by those statements. These forward-looking statements speak only as at the date of these financial statements.

Chairman's Statement

2015 was a busy year for our Company particularly with our partner, Oil India, at Licence 61 where we drilled wells at Tungolskoye, Arbuzovskoye, Sibkrayevskoye and Lineynoye and completed a major 2D seismic acquisition programme. The work programme saw a mix of successes, challenges and disappointments. 2015 also saw further challenges for the industry as a whole with further significant weakness in the oil price internationally.

Operations

The existing production wells at Lineynoye and Arbuzovskoye performed well during 2015 but continued to decline naturally as expected. The main development programme in the year was bringing the Tungolskoye oil field into production. Unfortunately, the J1-2 horizon was unexpectedly absent from some wells and the oil-water contact on the eastern side of the field is shallower than expected based on previous drilling and seismic data. As a result, the number of wells in the programme was reduced which meant we could not achieve the anticipated production, however, we did gain considerable additional experience in drilling horizontal wells particularly being able to keep the well within a narrow zone over the 1,000 metre horizontal segment.

In late May 2015 we announced the results of a delineation well at Sibkrayevskoye. The S-373 well found net pay of 11.5 metres and achieved a stabilised natural flow of 100 bopd from a cased hole test. This along with the newly acquired 2D seismic has provided further evidence of the quality and size of the Sibkrayevskoye oil field and we are now actively planning for development activities.

2016-17 work programme

Following up on the drilling results at Arbuzovskoye and Sibkrayevskoye in 2014 and 2015 as well as the new seismic data, we will be developing the southern part of the Arbuzovskoye oil field in 2016. We will also drill another delineation well at Sibkrayevskoye in 2016 with a view to commencing development of Sibkrayevskoye in 2017. Oil India have agreed to provide all the funding for these two projects by way of a shareholder loan to the joint venture company. We have already seen some excellent results from the first two wells at South Arbuzovskoye and gross production at Licence 61 is currently about 3,000 bopd (1,500 bopd net to PetroNeft).

Reserves

Ryder Scott have prepared a report as at 1 January 2016 on the reserves of Licence 61. While the reserves have fallen, primarily at Tungolskoye, the report demonstrates the large potential of the Sibkrayevskoye oil field which we expect to start developing in 2017. While the increase in 2P reserves at Sibkrayevskoye as a result of the S-373 well was modest, this was due to its proximity to previous wells. However, the seismic data has shown that the field is likely to be significantly larger and we hope that a successful result from the S-374 well will lead to a more significant increase in 2P reserves.

 
 Ryder Scott Estimated Reserves in Oil Fields (net 
  to PetroNeft) 
 
 
 Oil Field Name             Proved        Proved       Proved, 
                                      & Probable      Probable 
                                                    & Possible 
------------------------  --------  ------------  ------------ 
 Licence 61                1P mmbo       2P mmbo       3P mmbo 
   Lineynoye                   7.1          13.0          16.0 
   Tungolskoye                 0.4           2.9           3.7 
   Kondrashevskoye             0.7           1.3           1.6 
   Arbuzovskoye                2.0           4.5           5.7 
   Sibkrayevskoye              5.8          29.4          52.8 
   North Varyakhskoye          0.2           0.4           0.5 
                          --------  ------------  ------------ 
                              16.2          51.5          80.3 
 Licence 67 
   Ledovoye                    1.5          14.0          17.4 
 
 Total net to PetroNeft       17.7          65.5          97.7 
                          ========  ============  ============ 
 
   --    Licence 61 as at 31 December 2015 (Ryder Scott report as at 1 January 2016). 
   --    Reserves reflect just PetroNeft's 50% share of reserves for each licence. 
   --    All oil in discovered fields is in the Upper Jurassic section. 

-- Reserves were determined in accordance with the Society of Petroleum Engineers ("SPE") Petroleum Resources Management System ("PRMS") rules.

-- Licence 67 will be co-developed with Arawak Energy and the reserves above reflect PetroNeft's 50% share as per the most recent Ryder Scott report as at 1 January 2011.

Engagement with Natlata

Following extensive engagement with our largest shareholder, Natlata Partners Limited ("Natlata"), during 2015 and in connection with their requisitioned EGM, in April 2016 we announced that we reached an agreement on a new Board composition and structure. This involved the appointment Maxim Korobov as non-executive Director and Anthony Sacca and David Sturt as independent non-executive Directors. David Sanders, Gerry Fagan and Paul Dowling left the Board. Mr. Dowling remains CFO of the Company. The agreement includes a commitment from Natlata that it will support the newly constituted Board for a period of two years.

Also, Pavel Tetyakov of Natlata has joined the Company and will be responsible for new business development in Russia.

I would like to thank David Sanders, who was a founder of the Company, and Gerry Fagan for their many years of service to the Company. I would also like to thank Vakha Sobraliev, who resigned from the Board in September 2015 for his contribution to the Company over the previous ten years.

Review of PetroNeft loss for the year

The loss after taxation for the year was US$8,474,383 (2014: US$8,784,385). The loss included a foreign exchange loss on intra-group loans of US$0.3 million (2014: US$2.4 million) the share of joint venture's net loss in WorldAce Investments of US$8,765,055 which was after an impairment loss within WorldAce of US$4.55 million (US$9.1 million gross). The loss on the disposal of a subsidiary of US$5.6 million in 2014 relates to the farmout of Licence 61 and more details can be found at Note 4 to the financial statements. Finance costs in 2014 of US$1.6 million relate to interest on the loans from Macquarie and Arawak for the period to 3 July 2014 when the loans were repaid in full.

As mentioned above, the Licence 61 Farmout was completed on 3 July 2014. For accounting purposes the results of the WorldAce Group are fully consolidated in the PetroNeft Income statement up to that date. After that date PetroNeft must account for its share of the results of the WorldAce Group using the equity method of accounting. Furthermore, interest receivable on loans to the WorldAce Group, which up to 3 July 2014 would have been eliminated on consolidation, is included as income in the PetroNeft consolidated income statement after that date. The 2015 numbers reflect the new arrangements in full.

 
  PetroNeft Key Financial Metrics        2015       2014 
  Continuing operations               US$'000    US$'000 
 Revenue                                2,398     19,165 
 Cost of sales                        (2,371)   (15,233) 
                                     ======== 
 Gross profit                              27      3,932 
 Administrative expenses              (1,380)    (3,678) 
 Exchange loss on intra-Group 
  loans                                 (284)    (2,402) 
 Operating loss                       (1,637)    (2,148) 
 Loss on disposal of subsidiary 
  undertaking                               -    (5,569) 
 Share of joint venture's net 
  loss - WorldAce Investments 
  Limited                             (8,765)      (304) 
 Share of joint venture's net 
  loss - Russian BD Holdings 
  B.V.                                  (315)      (294) 
 Finance revenue                        3,042      1,551 
 Finance costs                              -    (1,612) 
 Loss for the year for continuing 
  operations before taxation          (7,675)    (8,376) 
 Income tax expense                     (799)      (408) 
 Loss for the year                    (8,474)    (8,784) 
                                     ========  ========= 
 

Revenue

Revenue in 2015 includes income as operator of both licences and the revenue of PetroNeft's wholly owned subsidiary, Granite Construction in respect of construction services provided in relation to both joint ventures. Revenue in 2014 includes revenues from oil sales for the period to 3 July 2014 of US$17.5m and income as operator of both licences of US$1.7 million.

Income of PetroNeft Group as Operator of Licence 61 and Licence 67

In the joint venture agreements related to both Licence 61 and Licence 67, PetroNeft is designated as the operator of each Licence. This means that PetroNeft employees and management are responsible for the day to day running of both Licences. Major strategic and financial decisions relating to the Licences require unanimous approval by both shareholders in the respective joint venture agreements.

As PetroNeft management and employees are responsible for day to day matters in both Licences, PetroNeft is entitled to recover a portion of its expenses from the joint ventures. In that regard we established a management group of key Russian employees who are employed by the PetroNeft subsidiary Dolomite. Both PetroNeft and Dolomite invoice for their services to the joint ventures based on rates pre-agreed with our respective joint venture partners. The costs associated with this revenue are included in cost of sales.

In 2015 PetroNeft Group charged a total of US$1.6 million (2014: US$1.2 million) to the joint ventures in respect of management services. PetroNeft also owns a small construction company, Granite Construction, which carries out small ad hoc construction projects such as well pads and on-site accommodation on both Licences. In 2015 Granite Construction charged the WorldAce Group US$0.8 million (2014: US$0.5 million) in respect of these services.

Finance Revenue

Most of the finance revenue relates to Interest receivable on loans to joint ventures. During 2015 PetroNeft had interest receivable of US$2,826,303 (2014: US$1,415,202) on its loans to WorldAce Group and US$205,189 (2014: US$117,120) on its loans to Russian BD Holdings B.V.

Key Financial Metrics - WorldAce Group

Because of the above accounting implications it is difficult to extract meaningful metrics from the PetroNeft consolidated income statement. Therefore the metrics below are an extraction from the audited financial statements of the WorldAce Group and give an indication as to the performance of Licence 61:

 
                               PetroNeft's    PetroNeft's    100% of WorldAce 
                                 50% share      50% share       2015       2014 
                                      2015       3 July - 
                                              31 December 
                                                     2014 
                                   US$'000        US$'000    US$'000    US$'000 
 Continuing operations 
 Revenue                            10,300          5,846     20,600     29,289 
 Cost of sales                    (10,436)        (5,451)   (20,871)   (26,379) 
                              ============ 
 Gross profit                        (136)            395      (271)      2,910 
 Gross margin %                     (1.3%)           6.8%     (1.3%)      10.0% 
 Administrative expenses           (1,519)        (1,027)    (3,038)    (5,129) 
 Impairment of oil 
  and gas properties               (4,550)              -    (9,100)          - 
                              ============ 
 Operating loss                    (6,205)          (632)   (12,409)    (2,219) 
 Finance revenue                        12              5         23         16 
 Finance costs                     (2,572)          (877)    (5,144)    (1,818) 
                              ============ 
 Loss for the period 
  for continuing operations 
  before taxation                  (8,765)        (1,504)   (17,530)    (4,021) 
 Income tax credit                       -          1,200          -      2,400 
                              ============ 
 Loss for the period 
  for continuing operations 
  before taxation                  (8,765)          (304)   (17,530)    (1,621) 
                              ============  =============  =========  ========= 
 

Net Loss - WorldAce Group

The net loss of WorldAce Group for the full year increased to US$17,530,110 from US$1,621,345 in 2014. The increase in the loss for the year before taxation can be attributed to higher interest payable on loans from shareholders in 2015 as a result of additional loans provided by Oil India Limited to WorldAce as part of the Licence 61 Farmout. Of the US$5.1 million in interest payable by WorldAce, US$2.8 million is payable to PetroNeft. Due to the lower oil price environment and a reduction in reserves at the Lineynoye oil field an impairment of oil and gas properties in the amount of US$9.1 million was required.

Revenue, Cost of Sales and Gross Margin - WorldAce Group

Revenue from oil sales was US$20,600,188 for the year (2014: US$29,288,078). Cost of sales includes depreciation of US$2,856,469 (2014: US$3,547,979), which was lower mainly because of the weaker Rouble. The gross margin fell during the year primarily due to an increase in Mineral Extraction Tax in 2015 but also due to lower oil prices. Operating costs per barrel produced (Cost of Sales excluding depreciation and Mineral Extraction Tax) was steady at US$11.68 (2014: US$11.67 per barrel). We would expect the gross margin to improve in future periods as our facilities and field operations are fully staffed and can handle additional production from the South Arbuzovskoye oil field under the current cost structure and do not expect to add significant additional costs once Sibkrayevskoye comes online. We produced 737,655 barrels of oil (2014: 728,826 barrels) in the year and sold 761,123 barrels of oil (2014: 704,189 barrels) achieving an average oil price of US$27.00 per barrel (2014: US$41.59 per barrel). All oil was sold on the domestic market in Russia.

Finance Costs - WorldAce Group

Finance costs of US$5,144,634 (2014: US$1,818,438) relate to interest on loans from PetroNeft and Oil India.

Taxation - WorldAce Group

The tax credit in 2014 arose on the reversal of a deferred tax charge of US$2,400,000 in relation to temporary differences in Russia. There is no tax payable in 2015.

Future Funding of PetroNeft Group

PetroNeft is currently debt free. As part of Licence 61 Farmout, Oil India provided exploration and development funding of US$45 million through the jointly controlled entity WorldAce. Oil India has also agreed to provide funding for the development of South Arbuzovskoye and Sibkrayevskoye by way of an unsecured shareholder loan to WorldAce Group, thereby removing the funding requirement from PetroNeft for this work. The first tranche of this funding was agreed by way of an unsecured US$10 million shareholder loan from Oil India to WorldAce in March 2016. Principal repayments on the loan will not commence until October 2019. However, should there be a significant change in the management of PetroNeft while the loan is outstanding then Oil India may seek early repayment in full. In such circumstances Petroneft would need to provide its 50% share of the amount outstanding. It is expected that PetroNeft will commence collection of interest receivable on its loans to WorldAce in the second half of 2017.

Summary

We learned a lot in 2015 particularly in the experience gained in horizontal drilling and the additional upside identified at Sibkrayevskoye and South Arbuzovskoye. After 3 weeks of production the A-214 horizontal well at South Arbuzovskoye is still producing over 850 bopd and the pressure decline is very slow. We also now have enough production data at A-213 to register the reserves in the new J1-2 oil pool and will add production from the primary J1-1 interval in this well shortly. Both of these are excellent results. In the near term we look forward to the A-215 horizontal well results at South Arbuzovskoye and the commencement of drilling on the S-374 delineation well at Sibkrayevskoye. The Company is fortunate in that we have quality assets that are economic in a low oil price environment. With an excellent partner in Oil India we are well placed to exploit these opportunities despite the challenging times for our industry.

Annual Report and AGM

The annual report will be mailed to shareholders and published on the Company's website (www.petroneft.com) by 30 June 2016. The AGM will be held in Dublin on 16 September 2016.

Finally, I know that I speak for all the Directors, management and staff of the Group in giving sincere thanks to our shareholders, both old and new, for your continued support throughout the past year.

David Golder

Non-Executive Chairman

Consolidated Income Statement

For the year ended 31 December 2015

 
                                                   2015           2014 
                                     Note           US$            US$ 
 Continuing operations 
 Revenue                                      2,398,314     19,165,456 
 Cost of sales                              (2,370,949)   (15,233,532) 
                                           ============ 
 Gross profit                                    27,365      3,931,924 
 
 Administrative expenses                    (1,379,506)    (3,677,947) 
 Exchange loss on intra-Group 
  loans                                       (284,449)    (2,401,138) 
                                           ============ 
 Operating loss                             (1,636,590)    (2,147,161) 
 
 Loss on disposal of subsidiary 
  undertaking                         4               -    (5,569,164) 
 Share of joint venture's net 
  loss - WorldAce Investments 
  Limited                                   (8,765,055)      (304,439) 
 Share of joint venture's net 
  loss - Russian BD Holdings 
  B.V.                                        (314,859)      (294,103) 
 Finance revenue                              3,041,587      1,550,754 
 Finance costs                                        -    (1,612,312) 
                                           ============ 
 Loss for the year for continuing 
  operations before taxation                (7,674,917)    (8,376,425) 
 
 Income tax expense                           (799,466)      (407,960) 
 
 Loss for the year attributable 
  to equity holders of the Parent           (8,474,383)    (8,784,385) 
                                           ============  ============= 
 
 Loss per share attributable to 
  ordinary equity holders of the 
  Parent 
 Basic and diluted - US dollar 
  cent                                3          (1.20)         (1.27) 
 

Consolidated Statement of Comprehensive Income

For the year ended 31 December 2015

 
                                                   2015           2014 
                                                    US$            US$ 
 Loss for the year attributable 
  to equity holders of the Parent           (8,474,383)    (8,784,385) 
 Other comprehensive income 
  to be reclassified to profit 
  or loss in subsequent years: 
 Currency translation adjustments 
  - subsidiaries                                265,640      (764,277) 
 Share of joint ventures' other 
  comprehensive income - foreign 
  exchange translation differences         (12,474,502)   (26,480,234) 
 Recycling of currency translation 
  reserve on disposal of subsidiary    4              -      9,337,907 
 Total comprehensive loss for 
  the year attributable to equity 
  holders of the Parent                    (20,683,245)   (26,690,989) 
                                          =============  ============= 
 

Consolidated Balance Sheet

As at 31 December 2015

 
                                                            2015           2014 
                                             Note            US$            US$ 
 Assets 
 Non-current Assets 
 Property, plant and equipment                5          181,703        321,802 
 Equity-accounted investment in 
  joint ventures - WorldAce Investments 
  Limited                                     6                -     10,865,156 
 Equity-accounted investment in 
  joint ventures - Russian BD Holdings 
  B.V.                                        7                -        365,178 
 Financial assets - loans and receivables     8       42,883,861     46,398,502 
                                                      43,065,564     57,950,638 
                                                   =============  ============= 
 Current Assets 
 Inventories                                  9           54,302         15,179 
 Trade and other receivables                  10       1,842,128      5,069,944 
 Cash and cash equivalents                    11       1,284,212      3,392,769 
                                                       3,180,642      8,477,892 
                                                   =============  ============= 
 Total Assets                                         46,246,206     66,428,530 
                                                   =============  ============= 
 
 Equity and Liabilities 
 Capital and Reserves 
 Called up share capital presented 
  as equity                                   13       9,429,182      9,429,182 
 Share premium account                               140,912,898    140,912,898 
 Share-based payments reserve                          6,796,540      6,763,745 
 Retained loss                                      (74,774,790)   (66,300,407) 
 Currency translation reserve                       (38,885,148)   (26,676,286) 
 Other reserves                                          336,000        336,000 
 Equity attributable to equity 
  holders of the Parent                               43,814,682     64,465,132 
                                                   =============  ============= 
 
 Non-current Liabilities 
 Deferred tax liability                                1,286,378        511,775 
                                                       1,286,378        511,775 
                                                   =============  ============= 
 Current Liabilities 
 Trade and other payables                     12       1,145,146      1,451,623 
                                                       1,145,146      1,451,623 
                                                   =============  ============= 
 Total Liabilities                                     2,431,524      1,963,398 
 Total Equity and Liabilities                         46,246,206     66,428,530 
                                                   =============  ============= 
 

Consolidated Statement of Changes in Equity

For the year ended 31 December 2015

 
                                                                            Currency 
                     Called                                              translation 
                         up                                                  reserve 
                      share                 Share-based                     relating 
                    capital                     payment                    to assets 
                  presented         Share           and       Currency          held 
                         as       premium         other    translation           for       Retained 
                     equity       account      reserves        reserve          sale           loss          Total 
                        US$           US$           US$            US$           US$            US$            US$ 
 
 At 1 January 
  2014            8,561,499   136,762,387     7,020,820      (177,021)   (8,592,661)   (57,516,022)     86,059,002 
                 ----------  ------------  ------------  -------------  ------------  -------------  ------------- 
 Loss for the 
  year                    -             -             -              -             -    (8,784,385)    (8,784,385) 
 Currency 
  translation 
  adjustments 
  - 
  subsidiaries            -             -             -       (19,031)     (745,246)              -      (764,277) 
 Share of joint 
  ventures' 
  other 
  comprehensive 
  income 
  - foreign 
  exchange 
  translation 
  differences             -             -             -   (26,480,234)             -              -   (26,480,234) 
 Recycling of 
  currency 
  translation 
  reserve on 
  disposal of 
  subsidiary              -             -             -              -     9,337,907              -      9,337,907 
                 ----------  ------------  ------------  -------------  ------------  -------------  ------------- 
 Total 
  comprehensive 
  loss 
  for the year            -             -             -   (26,499,265)     8,592,661    (8,784,385)   (26,690,989) 
 New share 
  capital 
  subscribed        867,683     4,308,865             -              -             -              -      5,176,548 
 Transaction 
  costs on 
  issue 
  of share 
  capital                 -     (158,354)             -              -             -              -      (158,354) 
 Share-based 
  payment 
  expense                 -             -        78,925              -             -              -         78,925 
                                                                                                     ------------- 
 At 31 December 
  2014            9,429,182   140,912,898     7,099,745   (26,676,286)             -   (66,300,407)     64,465,132 
                 ==========  ============  ============  =============  ============  =============  ============= 
 
 At 1 January 
  2015            9,429,182   140,912,898     7,099,745   (26,676,286)             -   (66,300,407)     64,465,132 
                 ==========  ============  ============  =============  ============  =============  ============= 
 Loss for the 
  year                    -             -             -              -             -    (8,474,383)    (8,474,383) 
 Currency 
  translation 
  adjustments 
  - 
  subsidiaries            -             -             -        265,640             -              -        265,640 
 Share of joint 
  ventures' 
  other 
  comprehensive 
  income 
  - foreign 
  exchange 
  translation 
  differences             -             -             -   (12,474,502)             -              -   (12,474,502) 
                 ==========  ============  ============  =============  ============  =============  ============= 
 Total 
  comprehensive 
  loss 
  for the year            -             -             -   (12,208,862)             -    (8,474,383)   (20,683,245) 
 Share-based 
  payment 
  expense                 -             -        32,795              -             -              -         32,795 
 At 31 December 
  2015            9,429,182   140,912,898     7,132,540   (38,885,148)             -   (74,774,790)     43,814,682 
                 ==========  ============  ============  =============  ============  =============  ============= 
 

Consolidated Cash Flow Statement

For the year ended 31 December 2015

 
                                                   2015           2014 
                                                    US$            US$ 
 Operating activities 
 Loss before taxation                       (7,674,917)    (8,376,425) 
 Adjustment to reconcile loss 
  before tax to net cash flows 
 Non-cash 
   Depreciation                                  97,673        126,250 
   Share of loss in joint ventures            9,079,914        598,542 
   Share-based payment expense                   32,795         78,925 
 Loss on disposal of subsidiary 
  undertaking                          4              -      5,569,164 
 Finance revenue                            (3,041,587)    (1,550,754) 
 Finance costs                                        -      1,612,312 
 Working capital adjustments 
 Increase in trade and other 
  receivables                                 (548,351)      (506,502) 
 (Increase)/decrease in inventories            (39,122)         44,199 
 Increase/(decrease) in trade 
  and other payables                             31,428    (1,028,136) 
 Income tax paid                               (25,832)        (5,354) 
  Net cash flows used in operating 
   activities                               (2,087,999)    (3,437,779) 
                                                         ------------- 
 Investing activities 
 Purchase of oil and gas properties                   -      (200,669) 
 Purchase of property, plant 
  and equipment                                (19,059)      (144,137) 
 Exploration and evaluation 
  payments                                            -    (1,187,432) 
 Loan facilities advanced to 
  joint venture undertakings                          -    (3,500,000) 
 Repayment of loan facilities 
  by joint venture undertakings                       -     36,105,575 
 Decrease in restricted cash                          -      2,054,947 
 Decrease in cash and cash 
  equivalents held for sale                           -        176,857 
 Interest received                               10,095         15,310 
  Net cash (used in)/received 
   from investing activities                    (8,964)     33,320,451 
                                                         ------------- 
 Financing activities 
  Proceeds from issue of share 
   capital                                            -      5,176,548 
  Transaction costs of issue 
   of shares                                          -      (158,354) 
  Proceeds from loan facilities                       -      1,500,000 
  Repayment of loan facilities                        -   (31,500,000) 
  Interest paid                                       -    (1,601,285) 
  Net cash used in financing 
   activities                                         -   (26,583,091) 
                                           ============  ------------- 
  Net (decrease)/increase in 
   cash and cash equivalents                (2,096,963)      3,299,581 
  Translation adjustment                       (11,594)       (23,643) 
  Cash and cash equivalents 
   at the beginning of the year               3,392,769        116,831 
  Cash and cash equivalents 
   at the end of the year              11     1,284,212      3,392,769 
                                           ============  ============= 
 

Notes to the Preliminary Financial Statements

For the year ended 31 December 2015

   1.         Basis of Accounting and Presentation of Financial Information 

While the financial information included in this announcement has been prepared in accordance with the Group's accounting policies under International Financial Reporting Standards (IFRS) as adopted by the European Union, this announcement does not itself contain sufficient information to comply with IFRS. The Company is distributing the full financial statements that comply with IFRS on or before 30 June 2016.

The financial information set out above does not constitute the Company's statutory accounts for the years ended 31 December 2015 or 2014, but is derived from those accounts. Statutory accounts for 2014 have been delivered to the Registrar of Companies and those for 2015 will be delivered following the Company's annual general meeting. The auditors have reported on those accounts. Both reports were unmodified.

Adoption of IFRS and International Financial Reporting Interpretations Committee (IFRIC) interpretations

A number of amendments to existing IFRS (principally related to clarifications and refinements of definitions) became effective for, and have been applied in preparing, these Financial Statements. The application of these amendments did not result in material changes to the results or financial position of the Group or the Company.

Going Concern

As detailed in the Chairman's' Statement, a significant work programme will be carried out at Licence 61 in 2016 and 2017. Oil India have agreed to provide funding for 100% of this work programme by way of a shareholder loan to the joint venture company, WorldAce Investments Limited. This loan is unsecured and capital repayments do not commence until October 2019. However, should there be a significant change in PetroNeft management the loan can be called in and PetroNeft would have to provide its share of funding to WorldAce in order that the loan could be repaid. The recent agreement between the Company and its largest shareholder, Natlata, helps to provide stability in terms of the management team at PetroNeft and the agreement, which is subject to certain conditions, is envisaged to last for two years, thereby mitigating the risk of the loan being called in early.

PetroNeft the holding company recovers some of its costs from the joint ventures it operates and expects to fund the unrecovered costs through existing cash resources and also expects to start receiving interest on its US$45 million loan to WorldAce in 2017.

Management have analysed its cash flow requirements for the Group and the Company for the period to 31 December 2017 in detail. The cash flow includes estimates for a number of key variables including the timing of cash flows of development expenditure, oil price, production rates, exchange rates and management of working capital and is based on the provision of funding by Oil India as described above. The cash flow analysis demonstrates that the Group and Company will be in a position to meet its liabilities as they fall due.

Based on the agreements that are in place with Oil India and Natlata, and after making enquiries, the directors have a reasonable expectation that the Group and the Company have adequate resources to continue in operational existence for the foreseeable future. Accordingly, they continue to adopt the going concern basis in preparing the financial statements.

   2.             Segment information 

At present the Group has one reportable operating segment, which is oil exploration and production through its joint venture undertakings. As a result, there are no further disclosures required in respect of the Group's reporting segment.

The risk and returns of the Group's operations are primarily determined by the nature of the activities that the Group engages in, rather than the geographical location of these operations. This is reflected by the Group's organisational structure and the Group's internal financial reporting systems.

Management monitors and evaluates the operating results for the purpose of making decisions consistently with how it determines operating profit or loss in the consolidated financial statements.

Geographical segments

Although the joint venture undertakings WorldAce Investments Limited and Russian BD Holdings B.V. are domiciled in Cyprus and the Netherlands, the underlying businesses and assets are in Russia. Substantially all of the Group's sales and capital expenditures are in Russia.

 
  Assets are allocated based on where the assets are 
   located: 
                                                     2015           2014 
  Non-current assets                                  US$            US$ 
  Russia                                       39,886,410     57,945,126 
  Ireland                                           3,480          5,512 
                                               39,889,890     57,950,638 
                          ===============================  ============= 
 
 
   3.          Loss per Ordinary Share 

Basic loss per Ordinary Share amounts are calculated by dividing net loss for the year attributable to ordinary equity holders of the Parent by the weighted average number of Ordinary Shares outstanding during the year. Basic and diluted earnings per Ordinary Share are the same as the potential Ordinary Shares are anti-dilutive.

 
                                                             2015          2014 
  Numerator                                                   US$           US$ 
  Loss attributable to equity 
   shareholders of the Parent 
   for basic and diluted loss                         (8,474,383)   (8,784,385) 
                                                      (8,474,383)   (8,784,385) 
                                         ========================  ============ 
  Denominator 
  Weighted average number of 
   Ordinary Shares for basic 
   and diluted earnings per Ordinary 
   Share                                              707,245,906   694,097,759 
  Diluted weighted average number 
   of shares                                          707,245,906   694,097,759 
                                         ========================  ============ 
 
  Loss per share: 
  Basic and diluted - US dollar 
   cent                                                    (1.20)        (1.27) 
 

The Company has instruments in issue that could potentially dilute basic earnings per Ordinary Share in the future, but are not included in the calculation for the reasons outlined below:

-- Employee Share Options -These potential Ordinary Shares are anti-dilutive for the years ended 31 December 2015 and 2014.

-- Warrants - At 31 December 2014: 9,900,000 Ordinary Shares were subject to warrants being exercised. These potential Ordinary Shares were anti-dilutive for the year ended 31 December 2014. All warrants expired during 2015.

   4.          Loss on disposal of subsidiary undertaking 

In 2014 a legally-binding contract was entered into by the Company to farmout a 50% non-operated interest in Licence 61. to Oil India Limited ("OIL").

Under the terms of the agreement, OIL subscribed for shares in WorldAce, the holding company for Stimul-T, the entity which holds Licence 61 and all related assets and liabilities; following which, PetroNeft and Oil India both hold 50% of the voting shares of WorldAce. In addition, through the shareholder's agreement, both parties have joint control of WorldAce with PetroNeft continuing as operator (the "Licence 61 Farmout"). The basic terms of this agreement provided for a total investment by OIL of up to US$85 million consisting of:

   -     US$35 million upfront cash payment; 
   -     US$45 million of exploration and development expenditure on Licence 61; 

- US$5 million performance bonus, contingent upon average production from the Sibkrayevskoye Field reaching 7,500 bopd within the next five years.

WorldAce Investments Limited, which was previously a 100% subsidiary of PetroNeft, became a jointly controlled entity, resulting in a loss on disposal of US$5.6 million (after the recycling of the currency translation reserve of US$9.3 million). The deal completed on 3 July 2014.

 
                                                         2014 
                                                          US$ 
 
 Fair value of remaining equity investment 
  in joint venture                                 35,000,000 
 Loans and other receivables from 
  joint venture (note 14)*                         81,021,362 
                                               ============== 
 Value of assets retained by PetroNeft            116,021,362 
 Assets held for sale                           (125,155,128) 
 Liabilities held for sale                         14,723,715 
                                               ============== 
 Gain before transaction costs and 
  recycling of currency translation 
  reserve                                           5,589,949 
 Recycling of currency translation reserve 
  on disposal of subsidiary                       (9,337,907) 
 Transaction costs                                (1,821,206) 
 Loss on disposal of subsidiary 
  undertaking                                     (5,569,164) 
                                               ============== 
 

*US$35 million of the loans receivable from the joint venture noted above were repaid to PetroNeft out of the proceeds of the new share issue by WorldAce to Oil India. A further US$600,000 was repaid from operating cashflows in the second half of 2014.

The recycling of the currency translation reserve of US$9.3 million relates primarily to the realisation of the cumulative foreign currency losses relating to the retranslation of Russian Rouble denominated assets and liabilities held by Stimul-T whose functional currency is Russian Rouble. As part of the consolidation process in prior periods up to 3 July 2014, those Russian Rouble carrying amounts were converted to US Dollars, the functional currency of PetroNeft, at each period end and the unrealised gain or loss was then recognised through the statement of other comprehensive income and included in the currency translation reserve rather than the retained loss reserve. With the completion of the Licence 61 Farmout in July 2014 this accumulated loss was realised and therefore transferred to the Income Statement and included in the calculation of loss on disposal arising from the Licence 61 Farmout.

 
         Property, Plant and 
   5.     Equipment 
 
                                           Plant 
          Group                              and 
                                       machinery 
                                             US$ 
         Cost 
  At 1 January 2014                    1,472,972 
  Additions                              148,917 
  Disposals                             (43,974) 
  Translation adjustment               (581,327) 
                                      ========== 
  At 1 January 2015                      996,588 
  Additions                               19,059 
  Translation adjustment               (215,247) 
  At 31 December 2015                    800,400 
 
         Depreciation 
  At 1 January 2014                    1,005,912 
  Charge for the year                    126,250 
  Disposals                             (43,974) 
  Translation adjustment               (413,402) 
                                      ---------- 
  At 1 January 2015                      674,786 
  Charge for the year                     97,673 
  Translation adjustment               (153,762) 
  At 31 December 2015                    618,697 
 
         Net book values 
  At 31 December 2015                    181,703 
                                      ========== 
  At 31 December 2014                    321,802 
                                      ========== 
 
 
                                 Plant 
  Company                          and 
                             machinery 
                                   US$ 
  Cost 
  At 1 January 2014             27,027 
  Additions                      5,039 
                            ---------- 
  At 1 January 2015             32,066 
  At 31 December 2015           32,066 
                            ========== 
 
  Depreciation 
  At 1 January 2014             22,887 
  Charge for the year           (3,667 
                            ---------- 
  At 1 January 2015             26,554 
  Charge for the year           (2,032 
  At 31 December 2015           28,586 
                            ========== 
 
  Net book values 
  At 31 December 2015            3,480 
                            ========== 
  At 31 December 2014            5,512 
                            ========== 
 
   6.          Equity-accounted Investment in Joint Venture - WorldAce Investments Limited 

PetroNeft Resources plc has a 50% interest in WorldAce Investments Limited, a jointly controlled entity which holds 100% of LLC Stimul-T, an entity involved in oil and gas exploration and the registered holder of Licence 61. The interest in this joint venture is accounted for using the equity accounting method. WorldAce Investments Limited became a joint venture with effect from 3 July 2014. Full details of the transaction and the accounting implications are discussed in Note 4. WorldAce Investments Limited is incorporated in Cyprus and carries out its activities, through LLC Stimul-T, in Russia.

 
 
                                               Share of 
                                             net assets 
                                                    US$ 
 
  At 1 January 2014                                   - 
  Investment in joint venture 
   during the year                           35,000,000 
  Elimination of unrealised 
   profit on intra-Group transactions          (22,734) 
  Retained loss                               (304,439) 
  Translation adjustment                   (23,807,671) 
                                          ------------- 
  At 1 January 2015                          10,865,156 
  Elimination of unrealised 
   loss on intra-Group transactions            (29,326) 
  Retained loss                             (8,765,055) 
  Translation adjustment                   (11,587,393) 
  Credited against loans receivable 
   from WorldAce Investments 
   Limited (Note 8)                           9,516,618 
                                          ============= 
  At 31 December 2015                                 - 
                                          ============= 
 

The balance sheet position of WorldAce Investments Limited shows net liabilities of US$28,770,819 following a loss in the year of US$17,530,110 together with a negative currency translation adjustment of US$23,174,786. PetroNeft's 50% share is included above and results in a negative carrying value of US$9,516,618. Therefore, the share of net assets is reduced to Nil and, in accordance with IAS 28 Investments in Associates and Joint Ventures, the amount of US$9,516,618 is deducted from other assets associated with the joint venture on the Balance Sheet which are the loans receivable from WorldAce Investments (see Note 8).

   6.          Equity-accounted Investment in Joint Venture - WorldAce Investments Limited (continued) 

Additional financial information in respect of PetroNeft's 50% interest in the equity-accounted joint venture entity is disclosed below:

 
                                                             Period 
                                                             from 3 
                                                            July to 
                                                        31 December 
                                                2015           2014 
                                                 US$            US$ 
 
  Continuing operations 
  Revenue                                 10,300,094      5,845,646 
  Cost of sales                         (10,435,521)    (5,450,642) 
                                       =============  ------------- 
  Gross (loss)/profit                      (135,427)        395,004 
  Administrative expenses                (1,519,005)    (1,027,260) 
  Impairment of oil and gas 
   properties                            (4,550,000)              - 
                                       =============  ------------- 
  Operating loss                         (6,204,432)      (632,256) 
  Finance revenue                             11,694          4,713 
  Finance costs                          (2,572,317)      (876,896) 
                                       =============  ------------- 
  Loss for the year for continuing 
   operations before taxation            (8,765,055)    (1,504,439) 
  Income tax expense                               -      1,200,000 
                                       ============= 
  Loss for the year                      (8,765,055)      (304,439) 
                                       =============  ============= 
 
  Loss for the year 
  Other comprehensive income 
   to be reclassified to profit 
   or loss in subsequent years:          (8,765,055)      (304,439) 
  Currency translation adjustments      (11,587,393)   (23,807,671) 
                                       ============= 
  Total comprehensive loss for 
   the year                             (20,352,448)   (24,112,110) 
                                       =============  ============= 
 

The currency translation adjustment results from the devaluation of the Russian Rouble during the year. All Russian Rouble carrying values in Stimul-T, the 100% subsidiary of WorldAce are converted to US Dollars at each period end. The resulting gain or loss is recognised through other comprehensive income and transferred to the currency translation reserve. The Russian Rouble depreciated significantly against the US Dollar during the year from RUB56.5:US$1 at 31 December 2014 to RUB73.3:US$1 at 31 December 2015.

   6.          Equity-accounted Investment in Joint Venture - WorldAce Investments Limited (continued) 
 
                                             2015           2014 
                                              US$            US$ 
  Non-current Assets 
  Oil and gas properties               27,646,307     26,378,463 
  Property, plant and equipment           197,826        285,775 
  Exploration and evaluation 
   assets                               6,044,036      7,856,589 
  Assets under construction             2,345,358      3,226,280 
                                       36,233,527     37,747,107 
                                    =============  ------------- 
 
  Current Assets 
  Inventories                             257,857        691,950 
  Trade and other receivables             259,142      1,633,624 
  Cash and cash equivalents               153,198        514,206 
                                          670,197      2,839,780 
                                    =============  ------------- 
 
  Total Assets                         36,903,724     40,586,887 
                                    =============  ============= 
 
  Non-current Liabilities 
  Provisions                            (273,278)      (393,153) 
  Interest-bearing loans and 
   borrowings                        (48,366,752)   (32,593,955) 
                                     (48,640,030)   (32,987,108) 
                                    =============  ------------- 
  Current Liabilities 
  Trade and other payables            (2,649,103)    (1,638,815) 
                                      (2,649,103)    (1,638,815) 
                                    =============  ------------- 
  Total Liabilities                  (51,289,133)   (34,625,923) 
                                    =============  ============= 
 
  Net (Liabilities)/Assets           (14,385,409)      5,960,964 
                                    =============  ============= 
 
 
  Capital commitments 
                                            2015         2014 
                                             US$          US$ 
  Details of capital commitments at the balance sheet 
   date are as follows: 
 
  Contracted for but not provided 
   in 
   the financial statements            1,236,788   12,839,994 
  Including contracted with 
   related parties                             -    3,697,366 
                                      ==========  =========== 
 

6. Equity-accounted Investment in Joint Venture - WorldAce Investments Limited (continued)

 
  Future minimum rentals payable under non-cancellable 
   operating leases at the balance sheet date are as 
   follows: 
 
                                              2015       2014 
                                               US$        US$ 
 
  Within one year                           39,459     44,624 
  After one year but not more 
   than five years                         150,274    160,711 
  More than five years                     326,079    403,104 
                                           515,812    608,439 
                                        ==========  ========= 
 

The above capital commitments in the joint venture are incurred jointly with Oil India International B.V. The Group has a 50% share of these commitments.

   7.         Equity-accounted Investment in Joint Venture - Russian BD Holdings B.V. 

PetroNeft Resources plc has a 50% interest in Russian BD Holdings B.V., a jointly controlled entity which holds 100% of LLC Lineynoye, an entity involved in oil and gas exploration and the registered holder of Licence 67. The interest in this joint venture is accounted for using the equity accounting method. Russian BD Holdings B.V. is incorporated in the Netherlands and carries out its activities in Russia.

 
                                                                Share of 
                                                              net assets 
                                                                     US$ 
 
  At 1 January 2014                                            3,331,844 
  Retained loss                                                (294,103) 
  Translation adjustment                                     (2,672,563) 
                                        ================================ 
  At 1 January 2015                                              365,178 
  Retained loss                                                (314,859) 
  Translation adjustment                                       (887,109) 
  Credited against loans receivable 
   from Russian BD Holdings B.V. 
   (Note 8)                                                      836,790 
  At 31 December 2015                                                  - 
                                        ================================ 
 

The balance sheet position of Russian BD Holdings B.V. shows net liabilities of US$1,673,580 following a loss in the year of US$629,718 together with a currency translation adjustment (loss) of US$1,774,218. PetroNeft's 50% share is included above and results in a negative carrying value of US$836,790. Therefore, the share of net assets is reduced to Nil and, in accordance with IAS 28 Investments in Associates and Joint Ventures, the amount of US$836,790 is deducted from other assets associated with the joint venture on the Balance Sheet which are the loans receivable from Russian BD Holdings B.V. (Note 8).

   7.         Equity-accounted Investment in Joint Venture - Russian BD Holdings B.V. (continued) 

Additional financial information in respect of PetroNeft's 50% interest in the equity-accounted joint venture entity is disclosed below:

 
                                               2015          2014 
                                                US$           US$ 
 
  Revenue                                         -             - 
  Cost of sales                                   -             - 
  Gross profit                                    -             - 
  Administrative expenses                 (106,224)     (143,643) 
  Operating loss                          (106,224)     (143,643) 
  Finance revenue                               434         1,743 
  Finance costs                           (209,069)     (152,203) 
  Loss for the year for continuing 
   operations before taxation             (314,859)     (294,103) 
 
  Taxation                                        -             - 
 
  Loss for the year                       (314,859)     (294,103) 
                                       ============  ============ 
 
  Loss for the year                       (314,859)     (294,103) 
  Other comprehensive income 
   to be reclassified to profit 
   or loss in subsequent years: 
  Currency translation adjustments        (887,109)   (2,672,563) 
  Total comprehensive loss for 
   the year                             (1,201,968)   (2,966,666) 
                                       ============  ============ 
 
 
                                       2015          2014 
                                        US$           US$ 
  Non-current assets              3,327,327     4,155,338 
  Current assets                     71,104       165,716 
  Total assets                    3,398,431     4,321,054 
                               ============  ------------ 
 
  Non-current liabilities       (4,034,780)      (22,810) 
  Current liabilities             (200,441)   (3,933,066) 
  Total liabilities             (4,235,221)   (3,955,876) 
                               ============  ------------ 
 
  Net (Liabilities)/Assets        (836,790)       365,178 
                               ============  ============ 
 
   7.             Equity-accounted Investment in Joint Venture - Russian BD Holdings B.V. (continued) 
 
  Future minimum rentals payable under non-cancellable 
   operating leases at the balance sheet date are as 
   follows: 
 
                                     2015                 2014 
                                      US$                  US$ 
 
  Within one year                   2,091                2,605 
  After one year but not more 
   than five years                  6,706                8,980 
  More than five years             22,010               29,377 
                                   30,807               40,962 
                                  =======  =================== 
 

There were no capital commitments as at 31 December 2014 or 31 December 2015.

 
         Financial assets - loans and 
   8.     receivables 
 
                                                                         2015          2014 
                                                                          US$           US$ 
 
  Loans to WorldAce Investments 
   Limited                                                         49,224,805    46,398,502 
         Less: share of WorldAce Investments 
          Limited loss (Note 6)                                   (9,516,618)             - 
                                                 ============================  ------------ 
                                                                   39,708,187    46,398,502 
                                                 ============================  ------------ 
         Loans to Russian BD Holdings 
          B.V.                                                      4,012,464             - 
         Less: share of Russian BD 
          Holdings B.V. loss (Note 7)                               (836,790)             - 
                                                 ============================  ------------ 
                                                                    3,175,674             - 
                                                 ============================  ------------ 
                                                                   42,883,861    46,398,502 
                                                 ============================  ============ 
 
 

The Company has granted a loan facility to its joint venture undertaking WorldAce Investments Limited of up to US$45 million. This loan facility is US$ denominated and unsecured. Interest currently accrues on the loan at USD LIBOR plus 6.0% but the Company has agreed not to seek payment of interest until 2017 at the earliest. The loan is set to mature on 31 December 2022. As at 31 December 2015 the loan was fully drawn down. The loan from the Company to Russian BD Holdings is repayable on demand. Interest currently accrues on the loan at 6.0% per annum.

 
 9.    Inventories 
                                                    2015             2014 
                                                     US$              US$ 
 
  Materials                                       54,302           15,179 
                                                  54,302           15,179 
                       =================================  =============== 
 
 
 10.    Trade and other receivables 
                                                                          2015              2014 
                                                                           US$               US$ 
 
  Other receivables                                                    147,641           112,492 
  Receivable from jointly 
   controlled entity (Note 
   14)                                                               1,628,667         4,879,292 
  Receivable from related 
   parties (Note 14)                                                         -            11,858 
  Advances to contractors                                                3,708             1,922 
  Prepayments                                                           62,112            64,380 
                                                                     1,842,128         5,069,944 
                                        ======================================  ================ 
 
 
 

Other receivables are non-interest-bearing and are normally settled on 60-day terms.

 
 11.    Cash and Cash Equivalents 
 
                                                                2015          2014 
                                                                 US$           US$ 
 
  Cash at bank and in hand                                 1,284,212     3,392,769 
                                                           1,284,212     3,392,769 
                                      ==============================  ============ 
 

Bank deposits earn interest at floating rates based on daily deposit rates. Short-term deposits are made for varying periods of between one day and one month depending on the immediate cash requirements of the Group, and earn interest at the respective short-term deposit rates.

 
 12.    Trade and other payables 
 
                                                                    2015             2014 
                                                                     US$              US$ 
 
  Trade payables                                                 238,570          306,857 
  Trade payables to jointly 
   controlled entity (Note 
   14)                                                           239,228           53,450 
  Corporation tax                                                 59,087           60,797 
  Oil taxes, VAT and employee 
   taxes                                                          78,293           74,497 
  Other payables                                                 212,141          137,475 
  Accruals                                                       317,827          818,547 
                                                               1,145,146        1,451,623 
                                        ================================  =============== 
 

The Directors consider that the carrying amount of trade and other payables approximates their fair value.

Trade and other payables are non-interest-bearing and are normally settled on 60-day terms.

Trade payables and accruals principally comprise amounts outstanding for trade purchases and ongoing costs.

 
 13. Share capital                                        2015         2014 
                                                           EUR          EUR 
          Authorised 
          1,000,000,000 (2014: 1,000,000,000) 
           Ordinary Shares of EUR0.01 each          10,000,000   10,000,000 
                                                   =========== 
                                                    10,000,000   10,000,000 
                                                   ===========  =========== 
 
 
                                                Called 
                                 Number of    up share 
  Allotted, called up and         Ordinary     capital 
   fully paid equity                Shares         US$ 
  At 1 January 2014            644,920,275   8,561,499 
  Issued in 2014                62,325,631     867,683 
                              ============  ---------- 
  At 1 January 2015            707,245,906   9,429,182 
  At 31 December 2015          707,245,906   9,429,182 
                              ============  ========== 
 

The Company issued 62,325,631 new shares for consideration of US$5.2 million in March 2014. The net proceeds of this share issue of US$5.0 million, after transaction costs of US$0.2 million, were used to finance expenditure on oil and gas properties, exploration and evaluation costs, debt repayment and corporate overhead.

   14.          Related party disclosures 

Transactions with joint ventures

PetroNeft Resources plc had the following transactions with its joint ventures during the years ended 31 December 2015 and 2014:

 
                                                                                 WorldAce 
                                                            Russian           Investments 
                                                        BD Holdings               Limited 
                                                           BV Group                 Group 
                                                                US$                   US$ 
 
  Receivable by PetroNeft Group 
   at 1 January 2014                                        644,531                     - 
  Transferred on subsidiary 
   becoming a joint venture (note 
   4)                                                             -            81,021,362 
  Advanced during the year                                3,500,000                     - 
  Transactions during the year                              330,967             1,574,116 
  Interest accrued in the year                              117,120             1,415,202 
  Repaid during the year                                  (475,000)          (35,630,575) 
  Payments for services made 
   during the year                                        (206,290)             (968,140) 
  Translation adjustment                                   (28,750)              (70,199) 
                                        ---------------------------  -------------------- 
  At 1 January 2015                                       3,882,578            47,341,766 
  Transactions during the year                              183,333             2,670,250 
  Interest accrued in the year                              205,189             2,826,303 
  Payment for services made 
   during the year                                         (29,781)           (2,483,727) 
  Share of joint venture's currency 
   translation adjustment                                 (836,790)           (9,516,618) 
  Translation adjustment                                   (14,821)                45,618 
  Balance 31 December 2015                                3,389,708            40,883,592 
                                        ===========================  ==================== 
 
  Balance at 31 December 2014 
   comprised of: 
  Loan facility advanced                                          -            46,398,502 
  Trade and other receivables                             3,882,578               996,714 
  Trade Payables                                                  -              (53,450) 
                                                          3,882,578            47,341,766 
                                        ===========================  ==================== 
  Balance at 31 December 2015 
   comprised of: 
  Loans facility advanced                                 3,175,674            39,708,187 
  Trade and other receivables                               214,034             1,414,633 
  Trade and other payables                                        -             (239,228) 
                                                          3,389,708            40,883,592 
                                        ===========================  ==================== 
 
   14.       Related party disclosures (continued) 

Remuneration of key management

Key management comprise the Directors of the Company, the Vice President of Business Development and Operations, the General Director and the Executive Director of the Russian subsidiary LLC Dolomite, along with both the Chief Geologist and Chief Engineer of LLC Dolomite. Their remuneration during the year was as follows:

 
  Remuneration of key management 
                                                                 2015                 2014 
                                                                  US$                  US$ 
 
  Compensation of key management                            1,715,340            2,068,014 
  Contributions to defined contribution 
   pension plan                                                89,917               65,923 
  Share-based payment expense                                  15,401               39,981 
                                                            1,820,658            2,173,918 
                                            =========================  =================== 
 

The total amount of unpaid fees and expenses due to Directors as at 31 December 2015 was US$143,536 (2014: US$561,348).

Details of transactions between the Group and other related parties are disclosed below.

Transactions with TBNG Group

Vakha Sobraliev, a Director of PetroNeft until his resignation on 18 September 2015, is the principal of LLC Tomskburneftegaz ("TBNG"), a company which has drilled production and exploration wells for the Group. Various contracts for drilling have been awarded to TBNG in recent years. All drilling contracts with TBNG are "turnkey" contracts whereby TBNG assumes substantially all liabilities in relation to the health and safety, environmental and other risks associated with drilling operation. As part of this arrangement WorldAce Group companies also occasionally sell sundry goods and services to TBNG. Other companies related to TBNG also provide some services to the Group such as transportation, power management and repairs. The following is a summary of the transactions:

 
                                            TBNG Group   TBNG Group 
                                        From 1 January         2014 
                                       to 18 September 
                                                  2015 
                                                   US$          US$ 
  Maximum value of new contracts 
   awarded during the period                 1,778,324    4,494,543 
  Paid during the period for 
   drilling and related services             5,379,260    6,869,038 
  Paid during the period for 
   other services                                2,023       24,523 
  Amount due to TBNG and related 
   companies at period end                           -      351,172 
  Received during the period 
   for sundry goods and services                98,789       37,271 
  Amount due from TBNG and 
   related companies at period 
   end                                               -      400,970 
                                     =================  =========== 
 

Other PetroNeft Group companies provided various services to TBNG Group during the period from 1 January to 18 September 2015 amounting to US$536 (2014: US$15,917). An amount of US$Nil (2014: US$11,858) was outstanding from TBNG Group at 18 September 2015.

   14.     Related party disclosures (continued) 

The Group has an indirect 50% interest in Lineynoye which in turn is 100% owned by the jointly controlled entity Russian BD Holdings B.V. Lineynoye also entered into some transactions with TBNG and related companies as follows:

 
                                               TBNG Group    TBNG Group 
                                           From 1 January          2014 
                                          to 18 September 
                                                     2015 
                                                      US$           US$ 
  Maximum value of new contracts                        -             - 
   awarded during the period 
  Paid during the period for 
   drilling and related services                         -       183,874 
  Paid during the period for                            -             - 
   other services 
  Amount due to TBNG and related                        -             - 
   companies at period end 
  Received during the period                        4,114             - 
   for sundry goods and services 
  Amount due from TBNG and related 
   companies at period end                               -         4,625 
                                         =================   =========== 
 
   15.       Important Events after the Balance Sheet Date 

On 24 April 2016 David Sanders, Gerard Fagan and Paul Dowling resigned from the Board of the Company and Maxim Korobov, Anthony Sacca and David Sturt were appointed to the Board in conjunction with an agreement between the Company and its largest shareholder, Natlata Partners Limited. Mr. Dowling remains as CFO of the Company. The agreement with Natlata, which is for a period of two years, includes a commitment from Natlata only to support shareholder resolutions that have been recommended by the Board of the Company.

In March 2016, Oil India agreed to provide 100% funding for the agreed Licence 61 work programme in 2016 and 2017. A loan of US$10 million was agreed with the joint venture company, WorldAce Investments Limited, to fund the 2016 programme. The loan is unsecured and capital repayments commence in October 2019. Should there be a significant change in the management of PetroNeft while the loan is outstanding then Oil India may seek early repayment in full. In such circumstances Petroneft would need to provide its 50% share of the amount outstanding.

   16.        Approval of financial statements 

The financial statements were approved, and authorised for issue, by the Board of Directors on 22 June 2016.

   17.        Board approval 

This announcement was approved by the Board of Directors of PetroNeft Resources plc on 22 June 2016.

Glossary

   1P                                                 Proved reserves according to SPE standards. 

2P Proved and probable reserves according to SPE standards.

3P Proved, probable and possible reserves according to SPE standards.

   AGM                                             Annual General Meeting. 

AIM Alternative Investment Market of the London Stock Exchange.

   Arawak                                        Arawak Energy Russia B.V. 
   bbl                                                Barrel. 

Belgrave Naftogas Belgrave Naftogas B.V., a member of the Arawak group of companies

   bfpd                                             Barrels of fluid per day. 
   boe                                               Barrel of oil equivalent. 
   bopd                                            Barrels of oil per day. 
   Company                                     PetroNeft Resources plc. 
   CPF                                               Central Processing Facility. 

Dolomite LLC Dolomite, a 100% subsidiary of PetroNeft registered in the Russian Federation

ESM Enterprise Securities Market of the Irish Stock Exchange.

   ESP                                               Electric Submersible Pump 

Exploration resources An undrilled prospect in an area of known hydrocarbons with unequivocal four-way dip closure at the reservoir horizon.

Granite Construction LLC Granite Construction, a 100% subsidiary of PetroNeft registered in the Russian Federation

Group The Company and its joint ventures and subsidiary undertakings.

   HSE                                               Health, Safety and Environment. 
   IAS                                                International Accounting Standard. 
   IFRIC                                            IFRS Interpretations Committee. 
   IFRS                                              International Financial Reporting Standard. 
   km                                                Kilometres. 

km(2) / sq km Square kilometres.

   KPI                                                Key Performance Indicator. 

Licence 61 The Exploration and Production Licence in the Tomsk Oblast, Russia owned by the joint venture company WorldAce Investments Limited. It contains seven known oil fields, Lineynoye, Tungolskoye, West Lineynoye, Arbuzovskoye, Kondrashevskoye, Sibkrayevskoye and North Varyakhskoye and 27 Prospects and Leads that are currently being explored.

Licence 61 Farmout An agreement whereby Oil India Limited subscribed for shares in WorldAce, the holding company for Stimul-T, the entity which holds Licence 61 and all related assets and liabilities, and following, PetroNeft and Oil India Limited both hold 50% of the voting shares, and through the shareholders agreement, both parties have joint control of WorldAce with PetroNeft as operator

Licence 67 The Exploration and Production Licence in the Tomsk Oblast, Russia owned by the joint venture company Russian BD Holdings B.V. It contains two oil fields, Ledovoye and Cheremshanskoye and several potential prospects.

GLOSSARY (continued)

Lineynoye Limited Liability Company Lineynoye, a wholly owned subsidiary of Russian BD Holdings B.V., registered in the Russian Federation.

   Macquarie                                  Macquarie Bank Limited. 
   m                                                  Metres. 
   mmbbls                                       Million barrels. 
   mmbo                                          Million barrels of oil. 

Natlata Natlata Partners Limited, a significant shareholder of PetroNeft.

   Oil pay                                        A formation containing producible hydrocarbons. 
   P1                                                 Proved reserves according to SPE standards. 
   P2                                                 Probable reserves according to SPE standards. 
   P3                                                 Possible reserves according to SPE standards. 
   PetroNeft                                     PetroNeft Resources plc. 

Russian BD Holdings B.V. Russian BD Holdings B.V., a company owned 50% by PetroNeft and registered in the Netherlands.

   SPE                                               Society of Petroleum Engineers. 
   Spud                                             To commence drilling a well. 

Stimul-T Limited Liability Company Stimul-T, a wholly owned subsidiary of WorldAce, based in the Russian Federation.

   TSR                                               Total Shareholder Return. 
   VAT                                               Value Added Tax. 
   WAEP                                           Weighted Average Exercise Price. 

WorldAce WorldAce Investments Limited, a company owned 50% by PetroNeft, registered in Cyprus.

WorldAce Group WorldAce Investments Limited and its 100% subsidiary LLC Stimul-T

This information is provided by RNS

The company news service from the London Stock Exchange

END

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June 23, 2016 02:00 ET (06:00 GMT)

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