31 January 2017
KAROO ENERGY PLC
("Karoo Energy" or the "Company")
Interim Results for the Six Months Ended 31 October 2016
And
Notice of AGM
CHIEF EXECUTIVE OFFICER STATEMENT
I am pleased to report that the Company has made continued progress over recent
months particularly with our exploration programme. 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 2016 show a loss after
taxation of GBP126,162 (2015: GBP81,231).
OUTLOOK
I am pleased at the exploration results delivered since my last report to
shareholders and believe we are making steady progress with our exploration
programme on our portfolio of licences in Botswana. We look forward to
providing investors with detail on further progress over the coming weeks.
ANNUAL GENERAL MEETING
Karoo Energy is pleased to announce that the Annual General Meeting of the
Company will be held at the offices of Peterhouse Corporate Finance Limited,
3rd Floor, New Liverpool House, 15 Eldon Street, London, EC2M 7LD on Tuesday 21
February 2017 at 11.00 a.m.
Notice of the Annual General Meeting has been posted to shareholders and is
available on the NEX Exchange Growth Market website at the following link:
http://www.nexexchange.com/member?securityid=1317104
Noel Lyons
CEO
29 January 2017
The Directors of Karoo Energy accept responsibility for the content of this
announcement.
ENQUIRIES:
Karoo Energy PLC
Noel Lyons
020 3130 0674
Corporate Adviser
Peterhouse Corporate Finance Limited
Guy Miller / Mark Anwyl
020 7469 0930
Consolidated Income Statement for the 6 months ended 31 October
Restated*
Notes 2016 2015
Unaudited Unaudited
£ £
Revenue
Cost of sales - -
Gross profit - -
Administrative expenses (125,749) (83,979)
Operating loss (125,749) (83,979)
Finance costs (1,630) (226)
Loss before taxation (127,379) (84,205)
Taxation 1 - -
Minority interests 1,217 2,974
Loss for the financial year attributable to (126,162) (81,231)
the Company's equity shareholders
Earnings per share from operations
Basic and diluted earnings per share (£) 2 (0.0678) (0.0555)
Consolidated Statement of Comprehensive Income for the 6 months ended 31
October
Restated*
2016 2015
Unaudited Unaudited
£ £
Loss for the financial year (126,162) (81,231)
Total comprehensive income for the financial year
attributable
to the Company's equity shareholders (126,162) (81,231)
*See note 6.
Consolidated Balance Sheet as at 31 October
Notes 31 October 31 30 April
2016 October 2016
Unaudited 2015 Audited
Unaudited
Assets £ £ £
Non-current assets
Intangible assets 4 477,051 324,594 362,252
Current assets
Receivables 26,244 26,679 19,011
Cash and cash equivalents 168,261 14,482 294,546
194,505 41,161 313,557
Total Assets 671,556 365,755 675,809
Equity and liabilities
Capital and reserves
Share capital 3 468,306 370,814 450,449
Share premium 1,758,802 525,622 1,576,659
Retained earnings (1,822,896) (719,866) (1,696,734)
Shareholders' funds 404,212 176,570 330,374
Minority Interests 4,086 3,948 5,303
408,298 180,518 335,667
Current liabilities:
Trade and other payables 263,258 185,236 340,132
Total equity and liabilities 671,556 365,754 675,809
Consolidated Statement of Changes in Equity
Unaudited
Share Share Retained Minority Total
premium
capital earnings interest
£ £ £ £ £
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 year - - (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
For the 6 months ended 31 October 2015
Balance at 1 May 2015 362,264 431,572 (638,635) 6,922 162,123
Loss for the year - - (81,231) (2,974) (84,205)
Total comprehensive income - - (81,231) (2,974) (84,205)
Issue of shares 8,550 94,050 - - 102,600
MI on acquisition - - - - -
Share based payments - - - - -
Balance at 31 October 2015 370,814 525,622 (719,866) 3,948 180,518
Consolidated Statement of Cash Flows for the 6 months ended 31 October
Restated*
Notes 2016 2015
Unaudited Unaudited
£ £
Cash flow from operating activities
Loss for the financial year before tax (127,379) (84,206)
Finance costs 1,630 226
(125,749) (83,980)
Changes in working capital
(Increase) / decrease in trade and other (7,233) 15,574
receivables
(Decrease) / increase in trade and other (134,368) 11,334
payables
Cash outflow from operating activities (267,350) (57,072)
Cash flow from investing activities
Purchase of intangible exploration assets (58,935) (60,198)
Net cash used in investing activities (58,935) (60,198)
Cash flow from financing activities
Issue of shares 214,386 102,600
Costs of share issue (14,386) -
Net cash from financing activities 200,000 102,600
Net decrease in cash and cash equivalents (126,285) (14,670)
Cash and cash equivalents at beginning of 294,546 29,152
financial period
Cash and cash equivalents at end of financial 168,261 14,482
period
*See note 6.
Principal Accounting Policies
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 2016, 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 2016 and 31 October 2015
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 2017.
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 2016.
Notes to the Consolidated Interim Financial Information
1. Taxation
Analysis of charge in year
2016 2015
Unaudited Unaudited
£ £
Current tax
United Kingdom
UK corporation tax on loss for the year - -
Adjustments to prior year taxation - -
Deferred tax
United Kingdom
Origination and reversal of temporary differences - -
Corporation tax charge - -
The differences are explained as follows:
2016 2015
Unaudited Unaudited
£ £
Loss before tax (127,379) (84,206)
Loss on ordinary activities multiplied by standard rate of (25,476) (17,683)
corporation tax in the UK of 20% and 21%
Tax effects of:
Expenses not deductible for tax purposes
Unrelieved tax losses carried forward 25,476 17,683
Adjustment to tax charge in respect of previous periods - -
Changes in tax rates - -
Corporation tax charge - -
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 due to the losses reported, therefore the basic and diluted earnings
per share are the same.
Basic earnings per share
2016 2015
Unaudited Unaudited
£ £
Total basic loss per share (0.0678) (0.0555)
The losses and weighted average number of Ordinary Shares used in the
calculation of basic earnings per share are as follows:
2016 2015
Unaudited Unaudited
£ £
Loss used in the calculation of total basic and diluted (126,162) (81,232)
earnings per share
2016 2015
Unaudited Unaudited
Number Number
Number of shares
Weighted average number of Ordinary Shares for the purposes 186,158,089 146,272,243
of basic earnings per share
3. Share capital
2016 2015
Unaudited Unaudited
Allotted, issued, and fully paid: No £ No £
Ordinary shares of 0.0025 each
Opening balance 180,179,829 450,449 144,905,504 362,264
Shares issued:
10 July 2015 - shares issued at 3p each - - 1,000,000 2,500.00
resulting in premium of £27,500
30 July 2015 - shares issued at 3p each - - 1,000,000 2,500.00
resulting in premium of £27,500
30 September2015 - shares issued at 3p each - - 1,140,000 2,850.00
resulting in premium of £31,350
7 October2015 - shares issued at 3p each - - 280,000 700
resulting in premium of £7,700
31 May 2016 - shares issued at 3p each 7,142,857 17,857 - -
resulting in premium net of issue costs of £
182,143
187,322,686 468,306 148,325,504 370,814
As regards income and capital distributions, all categories of shares rank pari
passu as if the same constituted one class of share.
4. Intangible assets
Exploration
assets
£
Cost & Net book value
At 30 April 2016 362,252
Additions 114,799
At 30 October 2016 477,051
At 30 April 2015 214,396
Additions 110,198
At 30 October 2015 324,594
Licence 001/2012 has expired in December 2015 and the renewal application has
been lodged with the government of Botswana, which process is anticipated to
take several months.
Management do not consider the asset to be impaired at 31 October 2016 as they
expect the renewal to be successful.
Financial commitments in relation to licences held:
The Group is required to meet a minimum of exploration activity, with costs
dictated under the terms of the licences. These are anticipated to be as
follows:
Forecast FYE Forecast FYE Forecast FYE Forecast FYE
2017 2018 2019 2020
Exploration expenses £223,456 £1,178,790 £2,186,263 £956,929
5. Events after the balance sheet date
The following shares have been issued by the Company since the balance sheet
date:
Date Number of shares Price per share Funds raised
10 November 2016 378,622 3p 11,358
6. Restatement of prior year comparatives
* As disclosed in the consolidated financial statements for the year ended 30
April 2016, the Group adopted IFRS for the first time:
+ The transition resulted in the designation of the equity investments as
"held for trading", resulting in the gains and losses on the
investments being recognised in profit or loss for the year where
previously under UK GAAP these gains and losses were recognised in a
revaluation reserve.
+ For the comparative period ended 31 October 2015, this resulted in an
adjustment to recognise finance costs of £226
* The cash flow statement for the period ended 31 October 2015 has been
restated to reflect that £37,499 of intangible additions were creditors at
the reporting date, reducing the purchase of intangible exploration assets
amount reported in the cash flow statement by that amount.
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