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| Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
|---|---|---|---|---|---|
| Black Rock Oil | LSE:BLR | London | Ordinary Share | GB00B1YW2916 | ORD 1P |
| Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
|---|---|---|---|---|---|---|---|---|---|---|
| 0.00 | 0.00% | 1.125 | 0.00 | 01:00:00 |
| Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
|---|---|---|---|---|---|
| 0 | 0 | N/A | 0 |
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Black Rock Oil & Gas PLC
19 December 2001
CHAIRMAN'S STATEMENT
FOR THE PERIOD ENDED 30 JUNE 2001
My first chairman's statement for Black Rock Oil & Gas PLC is highlighted by
our quotation on the Alternative Investment Market ("AIM") in April following
our graduation from OFEX as a growing oil and gas explorer. Since quotation
we have made two acquisitions of licences in Australia and appointed a new
executive director, John Tarrant, who has considerable corporate experience
and expertise in the oil and gas business in areas complementary to our
existing licences and also in Africa where we see acquisition opportunities.
We are pleased with our progress since the AIM listing however we have not yet
succeeded in formalising a drilling program for our licences. We are still
seeking a farm-out partner for the drilling program in EP373 in the Canning
Basin in Western Australia which would have been the cornerstone of our
drilling activity in mid 2002. We are continuing to seek joint venture
partners on a consortium basis for EP373 and hope to participate in two wells
next year on this licence. Our other technical work in our licences is
continuing and following the path set out in our AIM admission document.
Our most recent acquisition of a 10.5% interest in WA 226 P in the offshore
Perth Basin, Western Australia has seen our interest increase to 20% following
one partner withdrawing from the licence. The operator Dana Petroleum is
continuing farmout discussions with larger oil groups and assuming we are able
to farm out the drilling commitment, we expect to be participating in an
offshore well prior to the end of 2002.
In response to the deferral of our anticipated drilling program as described
in our AIM listing document, your board has been considering acquisitions and
mergers in the oil and gas business. We believe that growth by corporate
acquisition is the correct path for Black Rock to follow and we anticipate
concluding acquisitions over the next 12 month period. Any acquisition will
have a major impact on our plans for the year ahead as well as for the longer
term and a successful outcome will undoubtedly expand the project base and
capital base of Black Rock.
Calendar year 2002 is expected to provide drilling and corporate activity for
Black Rock and I anticipate providing shareholders with updated information in
this regard in the near future.
Accordingly, the directors do not recommend the payment of a dividend at this
time.
D C Steinepreis
Chairman
19 December 2001
CONSOLIDATED PROFIT AND LOSS ACCOUNT
FOR THE PERIOD ENDED 30 JUNE 2001
20 December 2000 to
30 June 2001
Total
Note # #
Group turnover -
Cost of sales -
______
Gross profit -
Administrative expenses before impairment
of exploration expenditure
(82,919)
Impairment of exploration expenditure (234,302)
Group operating loss
- continuing (33,926)
- acquisitions (283,295)
(317,221)
Interest receivable 972
Loss on ordinary activities before taxation (316,249)
Taxation 3 -
Loss on ordinary activities after taxation (316,249)
Loss for the period (316,249)
Dividends -
Retained loss for the period (316,249)
========
Loss per share
Basic 2 (0.62p)
Diluted 2 (0.39p)
========
STATEMENT OF TOTAL RECOGNISED GAINS AND LOSSES
FOR THE PERIOD ENDED 30 JUNE 2001
20 December
2000
to 30 June
2001
#
Retained loss for the period (316,249)
Exchange differences on retranslation of net assets of foreign
currency operations 13,997
Total gains and losses recognised for the period (302,252)
========
CONSOLIDATED BALANCE SHEET
AS AT 30 JUNE 2001
2001
Notes # #
Fixed assets
Intangible assets 4 3,344,906
Tangible assets 657
3,345,563
Current assets
Debtors 32,597
Cash at hand and in bank 455,950
488,547
Creditors: amounts falling due within one year (135,748)
Net current assets 352,799
Total assets less current liabilities 3,698,362
Net assets 3,698,362
=========
Capital and reserves
Called up share capital 5 405,751
Shares to be issued 5 41,687
Share premium account 6 3,553,176
Profit and loss account 6 (302,252)
Shareholders' funds 7 3,698,362
=========
CONSOLIDATED CASH FLOW STATEMENT
FOR THE PERIOD ENDED 30 JUNE 2001
20 December 2000 to 30
June 2001
Notes # #
Net cash inflow from operating activities 8 26,090
Returns on investments and servicing of
finance
Investment income 972
27,062
Acquisitions and disposals
Net funds acquired with subsidiaries 18,973
Net cash inflow from acquisitions 4 18,973
Net cash inflow before financing 46,035
Financing
Proceeds from issue of shares net of
acquisition subsidiaries
409,915
Cash inflow from financing 409,915
Increase in cash 9 455,950
=======
NOTES TO THE FINANCIAL INFORMATION
FOR THE PERIOD ENDED 30 JUNE 2001
1. Basis of preparation
The financial information is prepared in accordance with the historical cost
convention and in accordance with applicable accounting standards and the
Statement of Recommended Practice "Accounting for Oil and Gas Exploration,
Development, Production and Decommissioning Activities". This information
covers the first period of operations of the company from its incorporation on
20 December 2000. Accordingly, there are no comparative figures. The Company
acquired Black Rock Petroleum NL and its subsidiaries on 6 April 2001,
following which it was admitted for trading on AIM.
The financial information has been prepared on the basis of a going concern.
The group's ability to continue as a going concern is contingent upon raising
additional capital to fund exploration commitments and for use as working
capital. If additional capital is not raised, the going concern basis may not
be appropriate with the result that the group may have to realise its assets
and extinguish its liabilities other than in the ordinary course of business
and at amounts different from those stated in the financial information. No
allowance for such circumstances has been made in the financial information.
The financial information contained in this report does not constitute full
statutory accounts within the meaning of Section 240 of the Companies Act
1985. The figures are extracted from the full financial statements for the
period ended 30 June 2001 which will be filed with the Registrar of Companies.
The auditors issued an unqualified opinion with an explanatory paragraph
dealing with a fundamental uncertainty as follows:
"Fundamental uncertainty
In forming our opinion, we have considered the adequacy of the disclosures
made in the financial statements concerning the need to arise additional
capital to fund exploration commitments and for use as working capital. The
financial statements have been prepared on a going concern basis, the validity
of which depends upon future funding being available as equity capital. The
financial statements do not include any adjustments that would result from a
failure to obtain funding. The details of the circumstances relating to this
fundamental uncertainty are described in note 1.1 to the financial statements.
Our opinion is not qualified in this respect".
The note 1.1 to the financial statements referred to above, relates to the
second paragraph of the "Basis of preparation" note as above.
Copies of the Report and Accounts of the Company for the period ended 30 June
2001 will be sent to shareholders in due course. Further copies will be
available from the registered office of the Company at 29 Albemarle Street,
London, W1S 4JB.
2. Loss per share
The loss per ordinary share of 0.62p is based on the loss for the financial
period of #316,249 and 50,964,405 ordinary shares, being the average number of
shares in issue for the period.
The diluted loss per share of 0.39p is based on the loss for the financial
period of #316,249 and 80,513,124 ordinary shares, being the average of those
shares in issue and those that are expected to be issued in respect of
outstanding warrants and options.
3. Taxation
No liability to UK or overseas taxation has arisen during the period and no
provision for deferred tax was considered necessary.
4. Intangible assets
The intangible assets can be summarised as follows:
Exploration
and appraisal
expenditure
Goodwill Total
# # #
Cost
Acquired with subsidiaries - 3,304,813 - 3,304,813
unproved
Additions 44,687 217,031 261,718
Impairment (234,302) - (234,302)
Exchange gain 12,677 - 12,677
At 30 June 2001 3,127,875 217,031 3,344,906
Amortisation
Charge for the period - - -
Net book value
At 30 June 2001 3,127,875 217,031 3,344,906
======= ======= =======
On acquisition of the subsidiary undertaking, Black Rock Petroleum NL, the
book values of the net assets of the Black Rock Petroleum NL group were
substituted by their fair values for the purposes of the group accounts. In
arriving at the fair values of the exploration and appraisal expenditure
(which relate to pre-production costs of exploration sites that are unproved),
an external valuation was carried out by Mulready Consultancy Services Pty
Limited, an independent geological valuer, on 9 April 2001. These values are
therefore included in the group accounts as arising from acquisitions.
4. Intangible assets (continued)
Details of the consideration for the acquisition are shown below.
Book value Fair value
# #
Tangible fixed assets 627 627
Intangible fixed assets 260,893 3,304,813
Debtors 12,500 12,500
Cash at bank 18,973 18,973
Creditors (4,932) (4,932)
Net assets 288,061 3,331,981
Goodwill arising on acquisition 217,031
Cost of acquisition 3,549,012
=======
The addition to exploration and appraisal expenditure represents the
acquisition by the group of an on-shore exploration permit in Australia, the
details of which are set out in note 5, explaining shares to be issued. The
cost of the acquisition was settled as follows:-
#
Shares issued on 6 July 2001 41,687
Cash paid subsequent to the period end 3,000
44,687
=======
The impairment relates to EP419, Perth Basin, where further geochemical
analysis has proven that there is a fall in the value of this licence. The
directors envisage this fall in value to be in the region of 50% of its
original fair value and therefore a provision has been made accordingly.
5. Share capital
2001
#
Authorised
200,000,000 ordinary shares of 0.5p each 1,000,000
=======
Allotted, called up and fully paid
81,150,200 ordinary shares of 0.5p 405,751
=======
Shares to be issued
725,000 ordinary shares of 0.5p each to be issued at 5.75p per share 41,687
=======
The Company also has in issue 42,100,200 warrants exercisable at 1 pence each
up to 1 May 2004 and 4,885,012 options exercisable at 5 pence each up to 8
April 2004.
On 6 April 2001 the Company acquired the entire share capital of Black Rock
Petroleum NL under a share for share exchange. Under this arrangement, two
fully paid ordinary shares were offered for each fully paid Black Rock
Petroleum NL share and the persons holding Black Rock Petroleum NL share
options were offered the right to receive two warrants for each Black Rock
Petroleum NL share option held. The exchange was fully taken up and resulted
in the allotment of 59,150,200 ordinary shares (inclusive of 400 shares
arising on incorporation of the company) of 0.5p each at 6p per share and in
the issue of 46,100,200 warrants.
Pursuant to the admission of the company to AIM through the placing of
12,000,000 ordinary shares of 0.5p each at 5p per share, the holders of
10,000,000 warrants exercised those warrants at a price of 1p per share and a
further 6,000,000 warrants were issued.
The movements in the share capital and the warrants are summarised below:
Number of shares Number of warrants
On acquisition of Black Rock Petroleum 59,150,200 46,100,200
NL
Placing on admission to AIM 12,000,000 -
Exercise of warrants 10,000,000 (10,000,000)
New issue of warrants - 6,000,000
81,150,200 42,100,200
========= =========
The shares to be issued represents consideration for the acquisition by Black
Rock Petroleum NL of a 100% interest in PEL425 (an on-shore exploration
permit) in Darling Basin, New South Wales, Australia. The shares were
allotted on 6 July 2001.
6. Reserves
Movements in the share premium and profit and loss account during the period
were as follows:
Share premium Profit and loss
# #
At 20 December 2000 - -
Issue of shares 3,843,261 -
Issue of expenses (290,085) -
Retained losses - (316,249)
Exchange difference - 13,997
At 30 June 2001 3,553,176 (302,252)
======= =======
The premium received on issue of shares comprises:
#
Acquisition of Black Rock Petroleum NL
59,150,200 shares at 5.5p premium 3,253,261
Placing
12,000,000 shares at 4.5p premium 540,000
Exercise of warrants
10,000,000 shares at 0.5p premium 50,000
3,843,261
=======
7. Reconciliation of movements in shareholders' funds -
equity only
2001
#
Loss for the period (316,249)
Dividends -
(316,249)
Proceeds from issue of shares 3,958,927
Shares to be issued 41,687
Currency translation differences on foreign currency options 13,997
Opening shareholders' funds 3,698,362
-
Closing shareholders' funds 3,698,362
=======
8. Reconciliation of operating loss to net cash inflow from
operating activities
#
Group operating loss (317,221)
Impairment of exploration expenditure 234,302
Increase in debtors (20,097)
Increase in creditors 127,816
Effect of foreign exchange rates 1,290
Net cash inflow from operating activities 26,090
=======
9. Analysis of changes in net funds
Acquired with
subsidiaries Cash flows 30 June 2001
# # #
Cash at bank and in hand 18,973 436,977 455,950
======= ======= =======
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