Sirius Petroleum PLC Final Results (5068J)

TIDMSRSP

RNS Number : 5068J

Sirius Petroleum PLC

29 June 2017

29 June 2017

Sirius Petroleum Plc.

("Sirius" or the "Company")

Final Results for the year ended 31 December 2016

Sirius (AIM:SRSP), the investing Company focussed on oil and gas development and production opportunities in Nigeria, announces its audited Final Results for the twelve-month period ended 31 December 2016.

During the period, the Company's focus has been on reviewing the opportunities available to the Company, both in terms of assets in Nigeria and the optimum financing and long-term strategy for developing those assets.

Overview

-- Entered into another important contract for the provision of Well Engineering and Operations Management ("Well Management Contract") with Add Energy Group ("Add Energy"), for a multi well campaign as part of Sirius' shallow offshore development strategy in Nigeria, commencing in 2017.

-- Entered into a key vendor financed offshore drilling contract ("Vendor Finance Contract") with COSL Drilling Pan-Pacific Limited ("COSL"), for the provision of a high specification jack-up rig that will be utilised by the Company to drill the multi well campaign.

-- Entered into a contract for the provision of an integrated services management (ISM) contract with Schlumberger, the world's leading oilfield services company. Schlumberger will provide Sirius with a comprehensive package of managed and integrated products and services including directional drilling services, logging, completion and production fluids, cementing and pumping services, well intervention and stimulation products and services, well testing services, wellsite communications and data and software solutions.

-- Commissioned a Competent Person's Report ("CPR") for the Ororo Field by independent petroleum consultants, Rockflow Resources Limited ("Rockflow). This valuation, subsequent to the technical volumetric description was commissioned to assist the Company with potential funding and vendor finance proposals. The CPR indicated a Mid Case Net Present Value (NPV10) of the asset of $49.2m

-- Obtained a three-year extension to the Ororo Field Licence (OML 95) ("Licence") from the Nigerian Federal Ministry of Petroleum Resources (FMPR) with effect from 1 May 2016.

-- The Company raised a total of GBP1.85 million ($2.43 million) by way of placings at an average of 0.34p per share and a further GBP625,000 ($830,000) in loans.

Post 2016 events

-- Executed a contract with Polaris Consulting Company ("Polaris") to undertake a Seabed Survey around the Ororo field licence area. This activity is a geophysical and geotechnical marine survey, ahead of the rig mobilisation, which will provide data and analysis for the rig positioning prior to drilling and assess any marine geohazards to ensure safe operations and transportation of equipment. Following the analysis of the bathymetry results from the Seabed Survey, COSL has confirmed and identified the "COSL Power" as the Jack-up rig which will be utilised for Ororo field.

-- The Company has appointed Peter Gregory as Chief Operating Officer ('COO') with primary responsibility for all operational areas of the Ororo field.

-- Arranged for the provision of Offshore Service Vessels ("OSVs") through Tidewater Marine International, Inc, with the signing of an OSV Contract

-- The Company raised a further GBP2 million ($2.5 million) by way of a placing at 0.75p per share and a further GBP70,000 ($88,000) in loans, which were converted into shares at 0.5p. These funds were mainly required to pay the initial deposits on key equipment and long lead items and to cancel a loan agreement with Calvet International Ltd.

BP offtake and pre-payment facility

On 12 June the Company announced that it was in discussions with BP regarding an offtake and pre-payment facility to support the financing of the Company's proposed drilling programme on the Ororo Field. The Board intends to make a further announcement on this project in the near future.

Going concern

The Directors have undertaken a detailed review of the Group's cash flow forecast. Based on the assumptions set out in the Going Concern section of the Strategic Report below, we believe that the Group will have sufficient cash resources to meet its liabilities as they fall due for a period of at least 12 months from the date that the financial statements are signed. The auditor's report in the Group financial statements contains an Emphasis of Matter in respect of going concern.

Annual General Meeting

Details of the Annual General Meeting will be sent separately to shareholders in due course and an announcement will be made when this has been done. The accounts for the year ended 31 December 2016 will be posted to shareholders shortly.

End

Enquiries

 
Sirius Petroleum plc           [phone] 
 Bobo Kuti                      www.siriuspetroleum.com 
Cantor Fitzgerald Europe 
 David Porter / Sarah Wharry   [phone] 
Gable Communications Limited   [phone] 
 John Bick                      Email: [e-mail] 
 

CHAIRMAN'S & CEO'S STATEMENT

We report on the progress of Sirius Petroleum plc ("Sirius", "the Group" or "the Company") for the twelve-month period ended 31 December 2016.

The Board of Sirius has continued to make significant progress on the multi well campaign of the Ororo (OML95) marginal field ("Ororo"). We believe that we are now in a strong position to conclude our negotiations and to commence the drilling and extraction programme in the second half of 2017.

Significant milestones achieved during 2016 included the following:

-- Entered into another important contract for the provision of Well Engineering and Operations Management ("Well Management Contract") with Add Energy Group Limited ("Add Energy"), for a multi well campaign as part of Sirius' shallow offshore development strategy in Nigeria, commencing in 2017.

-- Entered into a key vendor financed offshore drilling contract ("Vendor Finance Contract") with COSL Drilling Pan-Pacific Limited ("COSL"), for the provision of a high specification jack-up rig that will be utilised by the Company to drill the multi well campaign.

-- Entered into a contract for the provision of an integrated services management (ISM) contract with Schlumberger, the world's leading oilfield services company. Schlumberger will provide Sirius with a comprehensive package of managed and integrated products and services including directional drilling services, logging, completion and production fluids, cementing and pumping services, well intervention and stimulation products and services, well testing services, wellsite communications and data and software solutions.

-- Commissioned a Competent Person's Report ("CPR") for the Ororo Field by independent petroleum consultants, Rockflow Resources Limited ("Rockflow). This valuation, subsequent to the technical volumetric description was commissioned to assist the Company with potential funding and vendor finance proposals. The CPR indicated a Mid Case Net Present Value (NPV10) of the asset of $49.2m

-- Obtained a three-year extension to the Ororo Field Licence (OML 95) ("Licence") from the Nigerian Federal Ministry of Petroleum Resources (FMPR) with effect from 1 May 2016.

-- The Company raised a total of GBP1.85 million ($2.43 million) by way of placings at an average of 0.34p per share and a further GBP625,000 ($830,000) in loans.

-- Board changes: This year saw Simon Hawkins leave the Board due to a short term health problem.

Post 2016 events

-- Executed a contract with Polaris Consulting Company ("Polaris") to undertake a Seabed Survey around the Ororo field licence area. This activity is a geophysical and geotechnical marine survey, ahead of the rig mobilisation, which will provide data and analysis for the rig positioning prior to drilling and assess any marine geohazards to ensure safe operations and transportation of equipment. Following the analysis of the bathymetry results from the Seabed Survey, COSL has confirmed and identified the "COSL Power" as the Jack-up rig which will be utilised for Ororo field.

-- The Company has appointed Peter Gregory as Chief Operating Officer ('COO') with primary responsibility for all operational areas of the Ororo field.

-- Arranged for the provision of Offshore Service Vessels ("OSVs") through Tidewater Marine International, Inc, with the signing of an OSV Contract

-- The Company raised a further GBP2 million ($2.5 million) by way of a placing at 0.75p per share and a further GBP70,000 ($88,000) in loans, which were converted into shares at 0.5p. These funds were mainly required to pay the initial deposits on key equipment and long lead items and to cancel a loan agreement with Calvet International Limited.

BP offtake and pre-payment facility

On 12 June the Company announced that it was in discussions with BP regarding an offtake and pre-payment facility to support the financing of the Company's proposed drilling programme on the Ororo Field. The Board intends to make a further announcement on this project in the near future.

Financial Summary

The loss after tax has been reduced to $2,172,000 in 2016 from $4,052,000 in 2015, with a reduction in administrative expenses of $951,000, a reduction in share-based payments of $895,000 and a reduction in finance charges of $43,000. Total assets have increased from $4,057,000 in 2015 to $5,658,000 in 2016, with liabilities rising from $4,102,000 to $5,547,000 and total equity has increased by $156,000. Net cash has increased from $45,000 in 2015 to $830,000 in 2016.

Nigeria Oil Sector

President Buhari's administration initiated many structural reforms within the Nigerian National Petroleum Corporation Ltd ("NNPC") and the Ministry of Petroleum Resources ("MPR) to provide clarity, transparency, and accountability within the Nigerian Oil & Gas Industry.

These reforms continue to support indigenous projects and the Company's partnership with the Ondo State government, through Owena Oil & Gas Limited which is owned 100% by the Ondo State government, provides valuable access to proven oil discoveries located within Ondo State.

Efficient monetisation of associated gas, which could replace flaring and help develop the country's power sector, is a key focus of the Federal Government. The managing director of the NNPC reiterated their commitment to increasing Nigeria's gas production which is in line with our strategy to commercialise the gas on the Ororo field and generate additional sources of revenue.

On 25 May 2017, The Nigerian Senate passed the Petroleum Industry Governance Bill (PIGB). This is the first of five oil & gas-related bills, part of the Petroleum Industry Bill (PIB), which is core to President Buhari's reforms.

Overview of the Bill

1. Introduction of a new regulator - named the Nigerian Petroleum Regulatory Commission ("NPRC" or "the commission"), to serve as the supervisory body for the Nigeria oil & gas industry. The NPRC will replace the Petroleum Inspectorate, the Department of Petroleum Resources (DPR) and the Petroleum Products Price Regulatory Agency (PPPRA), and carry out their functions. This is slightly different from the provision in the previous version of the "complete" PIB, in which two regulatory bodies called the Upstream Petroleum Inspectorate ("the Inspectorate") and the Downstream Petroleum Regulatory Agency ("the Agency") were proposed.

2. The Petroleum Equalization Fund (PEF) will continue to exist. However, the PEF Act will be repealed, and the PIGB will serve as the relevant legislation for the existence of the PEF.

3. Establishment of three Commercial Entities - The Nigeria Petroleum Liability Management Company ("Liability Management Company"), the Nigerian Petroleum Assets Management Company Limited ("the management company") and the National Petroleum Company (NPC). These entities will replace the Nigerian National Petroleum Corporation (NNPC).

The management company will hold and manage assets under Production Sharing Contracts (PSCs) and Back-in Rights assets on behalf of the government of the Federation, while the NPC will be responsible for all other assets currently held by NNPC. Both companies will be 20% owned by the Bureau of Public Enterprises (BPE), 40% by the Ministry of Finance Incorporated (MOFI), and 40% by the Ministry of Petroleum Incorporated (MOPI). 10% of the shares of the NPC will be divested within 5 years of incorporating the company, while an additional 30% will be divested within 10 years. There are no plans in the bill for the asset and liability management companies to be divested.

The Liability Management Company will assume "certain" liabilities of the NNPC and the pension liabilities of the DPR, so as not to encumber the newly formed companies. The shares of the Liability Management Company shall be held by the management company, the NPC and the NPRC, in ratio of their respective liabilities. The Minister of Petroleum Resources ("The Minister") shall initiate the winding down of this entity once the liabilities have been settled.

The Oil and gas industry is emphasising that large, offshore oil projects are competitive at below US$50/bbl and Nigeria offers many such opportunities. Overall the industry feels that there is an improving operating environment in Nigeria, which could present a number of compelling investment opportunities.

Global Oil Outlook

After the volatility in the oil price during the course of 2014-15, as prices declined significantly we were pleased to see a recovery in 2016, and the oil consensus is forecasting future price rises in 2017 through to 2019.

Loss of Capital

The financial statements show that the Company's net assets are less than half its called up share capital. In these circumstances, the Directors of the Company are obliged by section 656 of the Companies Act 2006 to convene a General Meeting for the purpose of considering whether any and, if so, what, steps should be taken to deal with the Company's current financial position. The Directors will consider this issue at the Company's forthcoming Annual General Meeting.

Going concern

The Directors have undertaken a detailed review of the Group's cash flow forecast. We believe that the Group will have sufficient cash resources to meet its liabilities as they fall due for a period of at least 12 months from the date that the financial statements are signed. A full going concern report can be found in the Strategic Report. The auditor's reports in the Group and Company's financial statements contain an emphasis of matter in respect of going concern.

Annual General Meeting

Details of the Annual General Meeting will be sent separately to shareholders in due course and an announcement will be made when this has been done.

We have made significant progress over the past year to ensure the Company has all the necessary skills and resources to develop its pipeline of assets. The Board is excited with the progress made towards the multi well campaign as part of Sirius' shallow offshore development strategy in Nigeria

Finally, I would like to thank our shareholders for their support as we continue to develop the business.

J Pryde

Chairman

28 June 2017

STRATEGIC REPORT

Business review

The results of the Group are shown below. The Directors do not recommend the payment of a dividend.

The results represent the costs of developing our strategy and reviewing interests in both potential oil and gas blocks and individual marginal field opportunities. Total comprehensive loss for the year amounted to $2,135,000 (2015: $4,066,000). Finance costs on loans decreased from $837,000 in 2015 to $794,000 in 2016, and share-based payments decreased from $895,000 to $Nil.

Since the end of the period, Sirius has issued a further 283,999,999 new ordinary shares for cash, and now has 2,542,029,522 shares in issue. Sirius does not hold any shares in treasury and, hence, the total number of voting rights in the Company is 2,542,029,522. This figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the Financial Conduct Authority's Disclosure and Transparency Rules.

Aims and objectives

The Company's core corporate strategy is to work alongside financial and technical industry partners on a joint farm-in basis to exploit larger oil blocks (typically, marginal fields that have flowed oil in the past) in Nigeria, and our objective for 2017 is to finalise plans in order to commence the drilling programme on the Company's first marginal field, the Ororo Field, located in OML95.

Key Performance Indicators

At this stage in the Group's development, the key performance indicator is the loss after tax. As the Group has not undertaken any trade in the year it has no other key financial or non-financial performance indicators. This will be reviewed in the forthcoming year.

Principal risks and uncertainties

The Group's overall approach to risk management is to employ suitably skilled personnel and implement appropriate policies and procedures. The risks we face have evolved over the course of the year as the business has developed and external factors have impacted the environment in which we operate.

Responsibility for reviewing the system of Risk Management rests with the Audit Committee of the Board, which has reviewed and approved the measures that are being taken to mitigate the most significant risks.

The principal risks faced by Sirius during 2016 relate to political risks in respect of the situation in Nigeria and strategic risks associated with the growth of the organisation and the economic climate.

Exploration Risk

Exploration activities can be capital intensive and may involve a high degree of risk. Thus, budgets are produced by experienced individuals and reviewed to ensure best practice exists. Exploration programmes are approved by the Board.

Oil Price Risk

The oil price is subject to market conditions which are outside of the Group's control. The decision to invest in any oil drilling will be made based on the latest and forecasted oil prices and approved by the Board.

Nigeria country risks

Political instability in this developing economy could result in the loss of the business. Ongoing monitoring and close liaison on the ground are utilised to monitor the situation.

Loss of key employees

Loss of knowledge and skills to the Group in particular countries of operation is a key risk. In response to this risk, remuneration policies are designed to incentivise, motivate and retain key employees.

Taxation and other legislation changes

Operating in developing countries has the additional risk of significant changes in taxation legislation on oil field profits or other legislation. Maintenance of good open working relationships with local authorities in the countries of operation is therefore critical.

Going concern

The Group is currently at an advanced stage in negotiations with various parties to raise the funds required to bring the Ororo Field into production, however at the date of signing these financial statements these negotiations have not been concluded. Therefore the Directors have prepared two versions of cash flow projections for the period up to 30 June 2018.

The first of these projections only takes account of the on-going management costs of the Group, and the clearance of all payables which the Directors consider are currently due as at the date of this report. The payment of accrued Directors' remuneration and certain of the Directors' remuneration payable in respect of the current year has been excluded as the Directors have agreed to defer payment until such time as funds are available. The projections also do not assume any costs in relation to bringing the Ororo field into production or assume any oil extraction or income from oil trading, nor do they assume any acquisitions take place or that any additional assessment of the prospective resources is undertaken over and above that authorised as at the date of this report. These projections show that the Group will require additional financing in 2017.

The second version of the projections assumes that the Group will conclude its negotiations to raise the funds required to bring the Ororo Field into production. These projections forecast revenue streams and costs based on the Competent Person's Report produced, and demonstrate the total funding level required.

On the basis that cash is expected to be available in one or other of the scenarios, and following a detailed review by the Directors of the Group's cash flow forecasts, the Directors believe that the Group will have sufficient cash resources to meet its liabilities as they fall due for a period of at least 12 months from the date that the financial statements are signed. These conditions indicate the existence of a material uncertainty which may cast significant doubt about the Group's ability to continue as a going concern. Consequently, the financial statements have been prepared on a going concern basis. The Group financial statements do not include the adjustments that would result if the group was unable to continue as a going concern.

Fundraising

The Board continues to review potential project finance to bring the Ororo Field into production. We will seek to conclude funding which maximises value for shareholders.

Future prospects

The Board is pleased with the progress made during 2016 and the first half of 2017, and anticipates being in a position to commence the extraction of both oil and gas from the Ororo Field in the second half of 2017.

The Board also continues to review additional asset opportunities, as well as distressed producing opportunities, that require funding.

The Chairman's and CEO's statement is an integral part of the strategic report.

O Kuti

Chief Executive Officer

28 June 2017

SIRIUS PETROLEUM PLC

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEARED 31 DECEMBER 2016

 
                                              Year ended   Year ended 
                                      Notes         2016         2015 
                                                   $'000        $'000 
 
 Other income                                         69           78 
 
 Share based payments                                  -        (895) 
 Administrative expenses                         (1,447)      (2,398) 
                                             -----------  ----------- 
 Total administrative 
  expenses                                       (1,447)      (3,293) 
 
 Loss from operations                            (1,378)      (3,215) 
 
 Finance cost                                      (794)        (837) 
 
 
 Loss before and after 
  taxation, and loss attributable 
  to the equity holders 
  of the Company                                 (2,172)      (4,052) 
 
 Other comprehensive income/(loss) 
 Exchange differences 
  on translating foreign 
  operations                                          37         (14) 
                                             -----------  ----------- 
 
 Other comprehensive income/(loss) 
  for the period, net of 
  tax                                                 37         (14) 
                                             -----------  ----------- 
 
 Total comprehensive loss 
  for the year, attributable 
  to owners of the company                       (2,135)      (4,066) 
                                             ===========  =========== 
 
 Total loss per ordinary 
  share 
 Basic and diluted loss 
  per share (cents)                       2       (0.11)       (0.30) 
                                             ===========  =========== 
 

SIRIUS PETROLEUM PLC

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

AS AT 31 DECEMBER 2016

 
                                                         31 December                     31 December 
                                                                2016                            2015 
 
 ASSETS                          Notes                         $'000                           $'000 
 
 Non-current assets 
 Intangible exploration 
  and evaluation assets                                        4,643                           3,862 
 Property, plant and 
  equipment                                                       20                              40 
                                                               4,663                           3,902 
                                        ----------------------------  ------------------------------ 
 Current assets 
 Cash and cash equivalents                                       830                              45 
 Trade and other receivables         4                           165                             110 
 Total current assets                                            995                             155 
 
 Total assets                                                  5,658                           4,057 
                                        ----------------------------  ------------------------------ 
 
 LIABILITIES 
 
 Current liabilities 
 Trade and other payables            5                         4,440                           3,584 
 Loans payable                       6                         1,107                             518 
 
 Total liabilities                                             5,547                           4,102 
                                        ----------------------------  ------------------------------ 
 
 EQUITY 
 Share capital                       7                         8,927                           7,144 
 Share premium                                                25,749                          25,252 
 Share-based payment 
  reserve                                                      2,596                           7,225 
 Other reserves                                                   11                               - 
 Exchange reserve                                              (229)                           (266) 
 Retained earnings                                          (36,943)                        (39,400) 
 
 Equity attributable 
 to equity holders of 
  the Company                                                    111                            (45) 
 
 Total equity and liabilities                                  5,658                           4,057 
                                        ============================  ============================== 
 

SIRIUS PETROLEUM PLC

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE YEARED 31 DECEMBER 2016

 
                          Share        Share       Share        Other       Exchange   Retained      Total 
                          capital     premium       based      reserves      reserve    earnings     equity 
                                                   payment 
                                                   reserve 
                            $'000         $'000      $'000          $'000      $'000       $'000        $'000 
 
 Balance at 
  1 January 
  2015                      4,733        20,622      9,299            305      (252)    (35,750)      (1,043) 
                        ---------  ------------  ---------  -------------  ---------  ----------  ----------- 
 Share based 
  payments                      -             -        895              -          -           -          895 
 Share issue                2,411         4,801    (1,558)              -          -           -        5,654 
 Share issue 
  costs                         -         (171)          -              -          -           -        (171) 
 Transfer 
  on lapse 
  of share 
  options/warrants              -             -    (1,411)              -          -       1,411            - 
 Issue of 
  loan fees 
  equity instruments            -             -          -            802          -           -          802 
 Settlement 
  of loan fees 
  equity instruments            -             -          -        (1,107)          -     (1,009)      (2,116) 
                        ---------  ------------  ---------                 ---------  ---------- 
 Transactions 
  with owners               2,411         4,630    (2,074)          (305)          -         402        5,064 
                        ---------  ------------  ---------  -------------  ---------  ----------  ----------- 
 Exchange 
  difference 
  on translating 
  foreign operations            -             -          -              -       (14)           -         (14) 
 Loss for 
  the year                      -             -          -              -          -     (4,052)      (4,052) 
 Total comprehensive 
  loss for 
  the year                      -             -          -              -       (14)     (4,052)      (4,066) 
                        ---------  ------------  ---------  -------------  ---------  ----------  ----------- 
 Balance at 
  31 December 
  2015                      7,144        25,252      7,225              -      (266)    (39,400)         (45) 
                        =========  ============  =========  =============  =========  ==========  =========== 
 Share issue                1,783           648          -              -          -           -        2,431 

 Share issue 
  costs                         -         (151)          -              -          -           -        (151) 
 Transfer 
  on lapse 
  of share 
  options/warrants              -             -    (4,629)              -          -       4,629            - 
 Issue of 
  loan fees 
  equity instruments            -             -          -             11          -           -           11 
 Transactions 
  with owners               1,783           497    (4,629)             11          -       4,629        2,291 
                        ---------  ------------  ---------  -------------  ---------  ----------  ----------- 
 Exchange 
  difference 
  on translating 
  foreign operations            -             -          -              -         37           -           37 
 Loss for 
  the year                      -             -          -              -          -     (2,172)      (2,172) 
                                                                           ---------  ----------  ----------- 
 Total comprehensive 
  loss for 
  the year                      -             -          -              -         37     (2,172)      (2,135) 
                        ---------  ------------  ---------  -------------  ---------  ----------  ----------- 
 Balance at 
  31 December 
  2016                      8,927        25,749      2,596             11      (229)    (36,943)          111 
                        =========  ============  =========  =============  =========  ==========  =========== 
 

SIRIUS PETROLEUM PLC

CONSOLIDATED STATEMENT OF CASH FLOW

FOR THE YEARED 31 DECEMBER 2016

 
                                    Year ended    Year ended 
                                   31 December   31 December 
                                          2016          2015 
 
                                         $'000         $'000 
 Cash flow from operating 
  activities 
 Continuing operations 
 Loss after taxation                   (2,172)       (4,052) 
 Depreciation                                6             4 
 Finance cost                              794           837 
 Decrease in trade and 
  other receivables                      (183)          (95) 
 Equity settled share-based 
  payments                                   -           895 
 Expenses settled in shares                  -           479 
 (Decrease)/increase in 
  trade and other payables                 (8)           906 
 Net cash outflow from 
  operating activities 
  from continuing operations           (1,563)       (1,026) 
                                  ------------  ------------ 
 
 Cash flows from investing 
  activities 
 Investment in intangibles               (781)       (1,551) 
 Purchase of property, 
  plant and equipment                        -          (44) 
 Net cash outflow from 
  investing activities                   (781)       (1,595) 
                                  ------------  ------------ 
 
 Cash flows from financing 
  activities 
 Proceeds from issue of 
  share capital                          2,431         1,708 
 Share issue costs                       (151)         (171) 
 Finance cost                            (138)          (34) 
 Loans received                            830         1,142 
 Loans repaid                            (125)             - 
 Net cash inflow from 
  financing activities                   2,847         2,645 
                                  ------------  ------------ 
 
 Net change in cash and 
  cash equivalents                         503            24 
 
 Cash and cash equivalents 
  at beginning of period                    45            19 
 
 Exchange differences 
  on cash and cash equivalents             282             2 
 
 Cash and cash equivalents 
  at end of period                         830            45 
                                  ============  ============ 
 

Basis of Preparation

The Group financial statements have been prepared under the historical cost convention and in accordance with International Financial Reporting Standards as adopted by the European Union (IFRS). The Company's shares are listed on the AIM market of the London Stock Exchange.

The principal accounting policies of the Group, which have been applied consistently, are set out in the annual report and financial statements.

Going Concern

The Group is currently at an advanced stage in negotiations with various parties to raise the funds required to bring the Ororo Field into production, however at the date of signing these financial statements these negotiations have not been concluded. Therefore the Directors have prepared two versions of cash flow projections for the period up to 30 June 2018.

The first of these projections only takes account of the on-going management costs of the Group, and the clearance of all payables which the Directors consider are currently due as at the date of this report. The payment of accrued Directors' remuneration and certain of the Directors' remuneration payable in respect of the current year has been excluded as the Directors have agreed to defer payment until such time as funds are available. The projections also do not assume any costs in relation to bringing the Ororo field into production or assume any oil extraction or income from oil trading, nor do they assume any acquisitions take place or that any additional assessment of the prospective resources is undertaken over and above that authorised as at the date of this report. These projections show that the Group will require additional financing in 2017.

The second version of the projections assumes that the Group will conclude its negotiations to raise the funds required to bring the Ororo Field into production. These projections forecast revenue streams and costs based on the Competent Person's Report produced, and demonstrate the total funding level required.

On the basis that cash is expected tol be available in one or other of the scenarios, and following a detailed review by the Directors of the Group's cash flow forecasts, the Directors believe that the Group will have sufficient cash resources to meet its liabilities as they fall due for a period of at least 12 months from the date that the financial statements are signed. These conditions indicate the existence of a material uncertainty which may cast significant doubt about the Group's ability to continue as a going concern. Consequently, the financial statements have been prepared on a going concern basis. The Group financial statements do not include the adjustments that would result if the group was unable to continue as a going concern.

SIRIUS PETROLEUM PLC

NOTES TO THE ACCOUNTS

FOR THE PERIODED 31 DECEMBER 2016

1. SEGMENTAL INFORMATION

An operating segment is a distinguishable component of the Group that engages in business activities from which it may earn revenues and incur expenses, whose operating results are regularly reviewed by the Group's chief operating decision maker to make decisions about the allocation of resources and assessment of performance and about which discrete financial information is available.

The chief operating decision maker has defined that the Group's only reportable operating segment during the year is oil extraction and related activities. The Group has not traded and has not generated any revenue from external customers during the period.

In respect of non-current assets $Nil (2015: $Nil) arise in the UK and $4,663,000 (2015: $3,902,000) arise in Nigeria.

2. LOSS PER SHARE

 
                                                 2016                      2015 
                                                $'000                     $'000 
 (Loss) attributable to owners 
  of the Company                              (2,172)                   (4,052) 
                                 --------------------  ------------------------ 
 
                                                 2016                      2015 
                                               Number                    Number 
 Weighted average number 
  of shares for calculating 
  basic loss per share                  1,945,424,787             1,349,954,048 
                                 --------------------  ------------------------ 
 
                                                 2016                      2015 
                                                Cents                     Cents 
 Basic and diluted loss per 
  share                                        (0.11)                    (0.30) 
                                 --------------------  ------------------------ 
 

There are 63,000,000 share options and 329,000,000 warrants outstanding as at 31 December 2016. Their effect is anti-dilutive, but is potentially dilutive against future profits.

3. Taxation

There is no tax charge for the year (year ended 31 December 2015: $nil).

Unrelieved tax losses of approximately $18,600,000 (2015: $17,720,000) remain available to offset against future taxable trading profits. The unprovided deferred tax asset at 31 December 2016 is $8,018,000 (2015: $7,842,000) which has not been provided on the grounds that it is uncertain when or in what tax jurisdiction taxable profits will be generated by the Group to utilise those losses.

The tax assessed for the year differs from the standard rate of corporation tax in the UK as follows:

 
                               2016      2016      2015      2015 
                              $'000         %     $'000         % 
 
 Loss before taxation       (2,172)         -   (4,052)         - 
 
 
 Loss multiplied by 
  standard rate               (434)   (20.00)     (820)   (20.25) 
 of corporation tax 
  in the UK 
 
 Effect of: 
 Expenses not deductible 
  for tax purposes              166         -       427         - 
 Overseas loss not 
  recognised                     92         -       103         - 
 Deferred tax asset 
  not recognised                176   (20.00)       290   (20.25) 
 
 Total tax charge 
  for year                        -                   - 
                           ========            ======== 
 

4. TRADE AND OTHER RECEIVABLES

 
                                   31 December   31 December 
                                          2016          2015 
                                         $'000         $'000 
 Current 
 Trade receivables                           -             9 
 Other receivables                         139            72 
 Prepayments and accrued income             26            29 
                                           165           110 
                                  ============  ============ 
 

The fair value of these short-term financial assets is not individually determined as the carrying amount is a reasonable approximation of fair value. All trade and other receivables have been reviewed for indicators of impairment.

5. TRADE AND OTHER PAYABLES

 
                   31 December   31 December 
                          2016          2015 
                         $'000         $'000 
 
 Trade payables            395           335 
 Other payables            573           531 
 Accruals                3,472         2,718 
                         4,440         3,584 
                  ============  ============ 
 

Included in accruals is a liability to Havoc Services Pty Ltd of $520,000 (2015: $454,000) for technical services provided. Payment of this amount is deferred until:

   a)    the Company secures project funding for the next phase of Ororo field development or 
   b)    acquires an interest in a significant oil discovery offshore Nigeria or 
   c)     accepts any proposal resulting in a change of control of the Company or 
   d)    as may otherwise be mutually agreed between Havoc Services Pty Ltd and Sirius. 

There are also other amounts in both accruals and other payables which are due on commencement of drilling.

The fair value of trade and other payables has not been disclosed as, due to their short duration, management consider the carrying amounts recognised in the Statement of Financial Position to be a reasonable approximation of their fair value.

6. LOANS PAYABLE

During the year the Company received loans from several unconnected parties to fund working capital amounting to $830,000 (2015: $1,142,000), which incurred initial loan fees of $83,000 (2015: $1,142,000). Of these loans $669,000 plus interest of $67,000 are convertible at 0.35p. The loans are unsecured.

Some of the loan agreements and initial loan fees represent compound instruments. The fair value of the financial liability component of these loans and arrangement fees was initially recognised at $657,000 (2015: $348,000). Associated finance charges of $23,000 (2015: $803,000) have been recognised during the period in accordance with the effective interest method. During the year $Nil (2015: $1,352,000) of the debt was repaid in shares, and $125,000 was repaid in cash. At 31 December 2016, the carrying value of the financial liability is $947,000 (2015: $518,000), including a $126,000 (2015: $19,000) exchange movement and is included within loans payable. Also included within loans payables are loans received during the year which are not convertible, amounting to $160,000 and $16,000 of interest was recognised on these loans during the year.

The initial loan fees may be settled, at the Lendor's discretion, in cash or as a fixed number of shares, to be issued at 0.35p per share. This component represents an equity instrument and has been recognised within other reserves at the residual value of $12,000 (2015: $794,000), being the difference between the $669,000 (2015: $1,142,000) cash consideration received and the initial fair value of the financial liability component of $657,000 (2015: $348,000). There was an exchange movement of $1,000 recognised on the reserve and the carrying value is $11,000.

During the year ended 31 December 2016 $124,655 of initial loans were repaid in cash and an additional $91,718 finance charge was paid on this loan dating back to 2012, which has been included in finance cost in 2016. Additionally $46,000 of commissions paid on loans received has been included in finance costs in 2016.

During the year ended 31 December 2015 $2,117,000 of the initial and additional loan fees were settled by the issue of 108,804,348 ordinary shares at between 1p and 2.88p. This resulted in a debit to other reserves of $1,107,000, and a debit to the profit and loss reserve of $1,009,000, representing the difference between the value of loan fees which were settled and the carrying value of the equity instruments in respect of these fees. There was an exchange movement of $9,000 in the carrying value of the other reserves.

7. SHARE CAPITAL

 
                                                        31 December                   31 December 
                                                               2016                          2015 
                                                              $'000                         $'000 
 
  Allotted, issued and fully 
   paid 
 2,258,029,523 (2015: 1,721,362,856) 
  ordinary shares of 0.25p                                    8,927                         7,144 
                                       ============================  ============================ 
 

The movement in share capital is analysed as follows:

 
                                 Ordinary 
                                   shares 
                                         No.                        $000 
 Allotted and issued 
 At 31 December 2014           1,098,737,213                       4,733 
 Shares issued for fees due      286,441,848                       1,107 
 Shares issued for cash          275,000,000                       1,067 
 Loan repayments                  61,183,795                         237 
 At 31 December 2015           1,721,362,856                       7,144 
 Shares issued for cash          536,666,667                       1,783 
 At 31 December 2016           2,258,029,523                       8,927 
                              ==============  ========================== 
 

On 17 March 2016, 166,666,667 ordinary shares of 0.25p were issued at 0.3p for cash raising GBP500,000 before costs.

On 25 July 2016, 200,000,000 ordinary shares of 0.25p were issued at 0.25p for cash raising GBP500,000 before costs.

On 19 December 2016, 170,000,000 ordinary shares of 0.25p were issued at 0.5p for cash raising GBP850,000 before costs.

The ordinary shares carry one vote each and on winding up of the Company the balance of assets available for distribution will, subject to any relevant restrictions, be divided amongst the shareholders.

8. PUBLICATION OF NON-STATUTORY ACCOUNTS

The financial information set out in this preliminary announcement does not constitute statutory accounts as defined in Section 434 of the Companies Act 2006.

The consolidated statement of financial position at 31 December 2016, the consolidated statement of comprehensive income, consolidated statement of changes in equity, consolidated statement of cash flows and associated notes for the year then ended have been extracted from the Group's 2016 financial statements upon which the auditor's opinion is not modified and does not include any statement under Section 498 of the Companies Act 2006, but does include an Emphasis of Matter on going concern.

The accounts for the year ended 31 December 2016 will be posted to shareholders shortly and laid before the Company at the Annual General Meeting. Copies will also be available on the Company's website (www.siriuspetroleum.com) in accordance with AIM Rule 26.

This information is provided by RNS

The company news service from the London Stock Exchange

END

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June 29, 2017 02:01 ET (06:01 GMT)