31 January 2018

Karoo Energy Plc
(“Karoo Energy”, the “Group” or the “Company")

Interim Results For The Six Months Ended 31 October 2017

CHIEF EXECUTIVE OFFICER STATEMENT

I am pleased to report that the Company has made continued progress over recent months particularly with our exploration program. We announced recently that exploration work in the Gemsbok Basin covered by the Company's Prospecting Licences EL001/2012 and PL171/2015 has produced results which confirm the geological model for the Company's exploration programme. This model, based on multiple research projects, including deep boreholes and seismic surveys, undertaken by the Department of Geological Survey of Botswana and other published academic works, predicts a deep sedimentary basin, the Gemsbok Basin, infilled by Karoo Supergroup sedimentary rocks underlain by Nama Group sedimentary rocks. Both groups of rock, Karoo and Nama, are known to contain organic shales which form the target for this exploration project. This announcement underlines our commitment to and belief in the potential for shale gas within our portfolio of licences and we are continuing our exploration work and look forward to announcing our progress in due course.

FINANCIALS

The financial results for the six months to 31 October 2017 show a loss after taxation of £422,196 (2016: £126,162). Included within the 2017 loss are costs totalling £272,005 with respect to AIM listing costs.

The financial results detailed are unaudited, and have not been reviewed by the auditors of the Company.

Noel Lyons
CEO
31 January 2017

The Directors of the Company accept responsibility for the content of this announcement.

ENQUIRIES:

Company
Karoo Energy plc
Noel Lyons
Telephone: 020 3130 0674

Corporate Adviser
Peterhouse Corporate Finance Limited
Guy Miller / Mark Anwyl
Telephone: 020 7220 9795




Consolidated Income Statement for the 6 months ended 31 October

20172016
NotesUnauditedUnaudited
££
Revenue--
Cost of sales--
Gross profit--
Administrative expenses(425,348)(125,749)
Operating profit(425,348)(125,749)
Finance income--
Finance costs-(1,630)
Profit before taxation(425,348)(127,379)
Taxation--
Minority interests3,1521,217
Loss for the financial year attributable to the Company’s equity shareholders(422,196)(126,162)
Loss per share from operations
Basic and diluted loss per share (£) 2 0.00210.0007



Consolidated Statement of Comprehensive Income for the 6 months ended 31 October

20172016
UnauditedUnaudited
££
Loss for the financial year(422,196)(126,162)
Total comprehensive income for the financial year attributable to the Company’s equity shareholders(422,196)(126,162)



Consolidated Balance Sheet as at 31 October and 30 April

31 October31 October30 April
201720162017
NotesUnauditedUnauditedAudited
Assets£££
Non-current assets
Intangible assets 3 337,047477,051322,154
Current assets
Trade and other receivables 4 37,57426,24495,260
Investments---
Cash and cash equivalents186,626168,261-
224,200194,50595,260
Total Assets561,247671,556417,414
Equity and liabilities
Capital and reserves
Share capital 5 512,175468,306469,590
Share premium2,231,7861,758,8021,771,584
Retained earnings(2,500,844)(1,822,896)(2,078,648)
Shareholders’ funds243,117404,212162,526
Minority Interests(11,058)4,086(7,906)
232,059408,298154,620
Current liabilities:
6
Trade and other payables 329,188263,258262,794
Total equity and liabilities561,247671,556417,414



Consolidated Statement of Changes in Equity as at 31 October and 30 April

ShareShareRetainedMinority
capitalpremiumearningsinterestsTotal
£££££
For the 6 months ended 31 October 2016
Balance at 1 May 2016 450,449 1,576,659 (1,696,734) 5,303 335,677
Loss for the period - - (126,162) (1,217) (127,379)
Total comprehensive income - - (126,162) (1,217) (127,379)
Issue of shares 17,857 196,529 - - 214,386
Cost of share issue - (14,386) - - (14,386)
Balance at 31 October 2016 468,306 1,758,802 (1,822,896) 4,086 408,298
Loss for the period - - (255,752) (11,992) (267,744)
Total comprehensive income - - (255,752) (11,992) (267,744)
Issue of shares 1,284 14,024 - - 15,308
Cost of share issue - (1,242) - - (1,242)
Balance at 30 April 2017 469,590 1,771,584 (2,078,648) (7,906) 154,620
Loss for the period - - (422,196) (3,152) (425,348)
Total comprehensive income - - (422,196) (3,152) (425,348)
Issue of shares 42,585 464,713 - - 507,298
Cost of share issue - (4,511) - - (4,511)
Balance at 31 October 2017 512,175 2,231,786 (2,500,844) (11,058) 232,059



Consolidated Statement of Cash Flows for the 6 months ended 31 October

20172016
NotesUnauditedUnaudited
££
Cash flow from operating activities
Loss for the period before tax(425,348)(127,379)
Finance costs-1,630
(425,348)(125,749)
Changes in working capital
Decrease / (increase) in trade and other receivables 4 57,686(7,233)
Increase / (decrease) in trade and other payables 6 66,394(134,368)
Cash outflow from operating activities(301,268)(267,350)
Cash flow from investing activities
Purchase of intangible exploration assets 3 (14,893)(58,935)
Net cash used in investing activities(14,893)(58,935)
Cash flow from financing activities
Issue of shares 5 507,298214,386
Cost of shares issued 5 (4,511)(14,386)
Net cash from financing activities502,787200,000
Net decrease in cash and cash equivalents186,626(126,285)
Cash and cash equivalents at beginning of period-294,546
Cash and cash equivalents at end of period186,626168,261

Notes to the interim results

1.        Basis of preparation

The interim financial statements for Karoo Energy plc have been prepared on the basis of the accounting policies set out in the audited financial information for the year ended 30 April 2017, which complied with International Financial Reporting Standards as adopted for use in the European Union (“IFRS”). The financial information for the periods ended 31 October 2017 and 31 October 2016 is unaudited.

IFRS is subject to amendment and interpretation by the International Accounting Standards Board (“IASB”) and the IFRS Interpretations Committee and there is an on-going process of review and endorsement by the European Commission.

The financial information has been prepared in accordance with the recognition and measurement requirements of IFRS that the Directors expect to be applicable as at 30 April 2018.

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

In preparing these interim financial statements, the significant judgements made by management in applying the Group’s accounting policies and the key sources of estimation uncertainty were the same as those that applied to the consolidated financial statements for the year ended 30 April 2017.

2.        Earnings per share

Basic earnings per share is calculated by dividing the earnings attributable to Ordinary Shareholders by the weighted average number of Ordinary Shares outstanding during the period.

The Group does not have any potentially dilutive shares in any of the periods presented, therefore the basic and diluted earnings per share are the same.

Basic earnings per share

20172016
UnauditedUnaudited
££
Total basic loss per share 0.00210.0007

The losses and weighted average number of Ordinary Shares used in the calculation of basic earnings per share are as follows:

20172016
UnauditedUnaudited
££
Loss used in the calculation of total basic and diluted earnings per share (422,196)(126,162)
20172016
Number of sharesUnauditedUnaudited
Weighted average number of Ordinary Shares for the purposes of basic earnings per share 200,818,638146,272,243

3.        Intangible assets

Exploration and Evaluation assets
£
Cost & net book value
At 30 April 2016 (audited)362,252
Additions 114,799
At 31 October 2016 (unaudited)477,051
Additions (18,756)
Impairments (136,141)
At 30 April 2017 (audited)322,154
Additions 14,893
At 31 October 2017 (unaudited)337,047

4.        Trade and other receivables

31 October31 October30 April
201720162017
UnauditedUnauditedAudited
£££
Amounts due from director 12,855-80,821
Other receivables 16,27713,44610,850
Prepayments and accrued income 8,44212,7983,589
37,57426,24495,260

5.        Share capital

31 October31 October30 April
201720162017
UnauditedUnauditedAudited
Allotted, issued, and fully paid Ordinary shares of 0.0025 each£££
Opening balance 469,590 450,449 450,449
Allotments:
31 May 2016 - shares issued at 2.5p each resulting in premium of £182,143 - 17,857 17,856
10 November 2016 - shares issued at 2.5p each resulting in premium of £10,411 - - 947
20 February 2017 - shares issued at 2.5p each resulting in premium of £3,713 - - 338
18 May 2017 - shares issued at 3.0p each resulting in premium of £14,676 1,335 - -
18 May 2017 - shares issued at 3.0p each resulting in premium of £426,250 38,750 - -
6 July 2017 - shares issued at 3.0p each resulting in premium of £27,500 2,500 - -
Closing balance 512,175 468,306 469,590

   

31 October31 October30 April
201720162017
UnauditedUnauditedAudited
Allotted, issued, and fully paid Ordinary shares of 0.0025 eachNoNoNo
Opening balance 187,836,308 180,179,829 180,179,829
Allotments:
31 May 2016 - shares issued at 2.5p each resulting in premium of £182,143 - 7,142,857 7,142,857
10 November 2016 - shares issued at 2.5p each resulting in premium of £10,411 - - 378,622
20 February 2017 - shares issued at 2.5p each resulting in premium of £3,713 - - 135,000
18 May 2017 - shares issued at 3.0p each resulting in premium of £14,676 533,667 - -
18 May 2017 - shares issued at 3.0p each resulting in premium of £426,250 15,500,000 - -
6 July 2017 - shares issued at 3.0p each resulting in premium of £27,500 1,000,000 - -
Closing balance 204,869,975 187,322,686 187,836,308

6.        Trade and other payables

31 October31 October30 April
201720162017
UnauditedUnauditedAudited
£££
Trade payables 224,92428,71013,431
Other payables -23,318158,555
Accruals 27,744136,34210,547
Loan from related party 76,52074,89080,260
329,188263,260262,793