Quarterly Report and Issue of Shares

30 April 2014 By E-Lodgement ASX Code:RRS and AIM Code: RRL THIRD QUARTER REPORT FOR PERIOD ENDING 31 MARCH 2014 The Board of Range Resources Limited ("Range" or "the Company") provides the following update regarding its activities during the three months ended 31 March 2014 to be read in conjunction with the Appendix 5B (Quarterly Cash Flow Report), and Appendix 3B (Issue of Shares) which follow the announcement. TRINIDAD Production Overview Total gross oil production for the quarter was 47,565 bbls (average of 529 barrels of oil per day "bopd") compared to an average of 594 bopd in the previous quarter. The decrease in production was primarily due to: - Production and drilling staff undergoing annual planned re-certification as part of standard Petrotrin requirements. - One of the production rigs requiring maintenance work. Operations Overview - Operations continued without any safety or environmental incidents and have been LTI-free since September 2013. - Three of the fleet of six drilling rigs are fully operational and drilling ahead, with four wells successfully drilled and completed during the quarter. The fourth drilling rig (rig 1) has now undergone preliminary regulatory inspections prior to becoming operational. - The maintenance programme for the remaining heavy drilling rigs 6 & 7 continues. - Three of the fleet of six production rigs are online, and continue production work. - Subsequent to quarter end, the Company reports that despite numerous attempts to rescue the MD248 well following continued difficulties, including with the attempted sidetrack, the decision has been taken to suspend the well, in order to better utilise the drilling rig. MD248 has been a problematic well from a drilling point of view but the prospect remains an attractive target. Rig 8 is now being de-mobilised from the well site in preparation for redeployment. - The Company has received Petrotrin approval for its Beach Marcelle waterflood programme and is currently awaiting further regulatory approvals. - Engineering, design and study work continues on the Morne Diablo waterflood project, while the Company waits on final regulatory approvals (having already received Petrotrin approvals) to proceed with facilities and infrastructure installation. Farm-in agreement with Niko Resources As announced on 17 December 2013, Range formally executed the farm-in agreement with Niko Resources Ltd. ("Niko"), regarding the Guayaguayare Block in Trinidad, subject to final regulatory approval. Under the terms of the farm-in agreement, Range will earn a 50% share of Niko's existing interests in the Guayaguayare Block in return for drilling two onshore exploration wells. Range will also drill one offshore well and one onshore appraisal well contingent on exploration success, sharing costs with Niko on a 50/50 basis. The Company and the operator, Niko, are finalising proposed plans and drill locations for the first onshore well, which is now expected to spud in Q2 2014, in accordance with the farm-in agreements. St Mary's Block Award During the quarter, the Company announced that it has been successful with its bid for the St. Mary's block in Trinidad following the submission in the Trinidad Onshore Bid Round 2013. The successful bid was formally announced by the Ministry of Energy of Trinidad at the Trinidad and Tobago Energy Conference in February 2014. The St. Mary's block comprises 44,731 acres spread over 4 sub-blocks contiguous to Range's existing Morne Diablo license and the Guayaguayare license. The formal agreements are subject to continued negotiation with the Ministry of Energy of Trinidad and Tobago and the Company will make a further announcement on the future plans for the St Mary's license in due course. GUATEMALA Subsequent to quarter end, Latin American Resources (the "Operator"), has drilled the Atzam #5 well at the Atzam Oil Project in Guatemala to its planned total depth of 4,025 feet. Following completion of the drilling operations of the well, the Operator is currently preparing the full suite of electric logs to be run from the last casing point at 3,600 feet down to the well's total depth of 4,025 feet. This electric logging run will complete the detailed well data across the primary and secondary carbonate reservoir target sections intersected by the well, and determine the scope of operations for the initial flow testing programme. The flow testing programme will commence on the primary reservoir sections immediately following independent evaluation and analysis of the full suite of the Atzam #5 electric logs by Schlumberger, and other external consultants as required. The evaluation of the electric logging data will determine the optimal flow testing programme for the well on the priority carbonate reservoir sections. PUNTLAND During the quarter Range's Joint Venture partner and operator, Horn Petroleum Corporation ("Horn Petroleum" TSXV: HRN) re-commenced some preliminary groundwork in Puntland. This preliminary work included field research and reconnaissance across both sites as well as a review of the operating environment, the results of which are encouraging in terms of local grass-roots support for operations and the ability to get work done. At the same time it gave the operator a chance to meet the new President. Mark Dingley the COO of Horn Petroleum said: "The transition of President Abdiwelli's government has been smooth and as such meetings with him have been positive. The leadership of the PPMA has remained unchanged allowing for continuity in the management of the PSA's." The political situation still remains complex, however, characterised at the highest level by continued discussions regarding the application of the Somali federal system. The issue of the contested territory of Nugaal continues to be a significant challenge for Somaliland and Puntland and has a direct impact on the joint venture's ability to access the Nugaal Block. Efforts are focused on making preparations for a seismic acquisition campaign in the Dharoor Valley area which will include a regional seismic reconnaissance grid in the previously unexplored eastern portion of the basin as well as prospect specific seismic to delineate a drilling candidate in the western portion of the basin where an active petroleum system was confirmed by the drilling of the Shabeel-1 and Shabeel North-1 wells. GEORGIA During the quarter, Strait Oil & Gas UK ("Strait") continued to advance discussions with potential farm-in and buy-out parties in order to advance exploration and development programmes or, alternatively, to partially or fully divest the licences. Agreement has been reached with the State Agency of Georgia to defer the commitment for a well to be drilled in Block VI (b) to the second half of 2014, and the licence terms have been amended accordingly. COLOMBIA Range is working with the operator and the State to progress towards a decision on the previously announced portfolio of work in Colombia, which will be the subject of a future announcement. TEXAS The Company acknowledges the failure of the purchaser to complete the sale of its Texas assets within the agreed timeframe. The Company is, therefore, also running a process to re-market the assets in order to divest this non-core development project. CORPORATE Changes to the Board and Management team During the quarter, Range announced the appointment of Mr. Rory Scott Russell as the Company's new Chief Executive Officer and the appointment of two new Non-Executive Directors, Mr. Graham Lyon and Dr. Christian Bukovics. The Board of Range also announced the appointment of Dr. Douglas Field as Vice President of Production and Mr. William Duncan as Vice President of Exploration, both to be based in London. In Trinidad, the Company announced the appointment of Mr. Terry Motley, as in-country Operations Manager. Together these appointments bring a wealth of technical, operational and financial experience, to fully support the Company's future growth and development. Range also announced that Mr. Peter Landau changed from his role as an Executive Director, to a Non-Executive Director. LandOcean Strategic Alliance Subsequent to quarter end, the Company announced the completion of a memorandum of understanding with LandOcean Energy Services Co Ltd ("LandOcean") (SHE:300157), whereby the two companies intend to form a strategic alliance for the development of international oil and gas projects (the "understanding"). The understanding significantly increases Range's technical capabilities while also providing additional options for the funding of future projects. The understanding between Range and LandOcean is set out in a non-binding term sheet, which is subject to final, legally binding documentation. The Company is making significant progress towards entering into final documentation with LandOcean and will provide further details of the terms of the proposed strategic alliance in due course. Financing Update The new Range management team is reviewing a number of financing opportunities for its development projects in Trinidad. In addition the Company is working to refinance all its existing debt. The Company is encouraged by the continuing discussions with a number of financing parties and will provide updates when they have concluded. The company confirms that its current total debt position as at the date of this report to be USD 10.5m, a reduction of USD 2.2m since 31 December 2013 (as reported in the Half Yearly Report). As announced in the Company's Half Yearly Report, the Company entered into a total of USD 6.5m loan agreements with Platinum Partners for a term of six months dated 15 October 2013. 100 million Range shares were issued as collateral against part of the loan. Platinum Partners agreed to extend their loan up to 30 April 2014, and Range continues to work with Platinum to repay the outstanding amounts. The Company can also confirm that the equity swap arrangements entered into with Yorkville in May 2013 concluded during the quarter to 31 March 2014. The remaining Yorkville swap amounts will come to a close during the current June quarter. The current outstanding balance on the SEDA backed loans is USD 1.8m. During the quarter, the Company drew an additional GBP 500k (approximately USD 844k) from Hudson Bay, on the same terms as the original convertible notes, being for an 18 month period at a coupon rate of 10%, convertible at a 90% VWAP conversion price. At the date of this report, a total of USD 900k is still outstanding in respect of all these convertible notes. International Petroleum As previously announced, the proposed merger with International Petroleum Ltd will not be proceeding. Constructive negotiations are continuing with regards to Range's $8m loan to International Petroleum. Commenting on today's announcement, Rory Scott Russell, CEO, said: "A great deal has been achieved during the period. Management has been strengthened and all bring a wealth of technical, operational and financial expertise to the Board. Whilst we face many challenges, going forward our focus is on developing and managing our assets, which I am confident will result in an increase in production, and in strengthening of our financial position." Investor Update Conference Call Details The Company will be holding a live conference call for analysts and investors on Wednesday 14 May at 09.00 GMT, which will also be broadcast live over the internet. To participate in this conference call, and access full features, such as presentation slides, please log on to: http://www.meetingzone.com/presenter/?partCEC=2789681. A copy of the presentation will also be available from the Company's website at www.rangeresources.com.au following the call. Alternatively, you can dial in via telephone. Please dial 0808 109 0700 UK toll free, 1800 681 584 Australia toll free, or +44 (0) 20 3003 2666 if you are calling from outside of the UK. The telephone operator will ask you to provide a password, which is "Range Resources". If you are unable to listen to the live web cast, it will be archived for up to 7 days on the Company's website. Range's CEO, Rory Scott Russell, will be hosting the call and will provide corporate and operational updates on the Company. Investors are reminded that they are welcome to submit questions via email ahead of the conference call to the Company's Financial PR, Buchanan - rangeqanda@buchanan.uk.com. Please send any questions by 09.00 GMT on Friday, 9 May. Issue of shares The Company announces the issue of 159,538,724 Ordinary Fully Paid Shares pursuant to the conversion of debt, 7,500,000 Unlisted Options issued for debt conversion as per agreement (£0.005, 30 April 2017). Application will be made for the 159,538,724 new shares to be admitted to trading on the ASX and AIM. Trading in the new shares is expected to commence on AIM on or around 7 May 2014. Following the issue of these securities the total number of securities on issue is as follows: 3,850,401,976 Ordinary Fully Paid Shares 80,508,341 Options ($0.05, 31 January 2016) 855,166 Unlisted Options (£0.04, 30 June 2015) 7,058,824 Unlisted Options (£0.17, 30 April 2016) 17,921,146 Class B Performance Shares 5,180,000 Unlisted Options (£0.075, 31 January 2017) 9,000,000 Unlisted Options (£0.125, 31 March 2015) 15,708,801 Unlisted Options (£0.0615, 19 October 2015) 32,275,862 Unlisted Options (£0.05075, 30 November 2015) 5,000,000 Unlisted Options ($0.10, 31 January 2016) 5,000,000 Unlisted Options ($0.06, 10 February 2016) 146,533,850 Unlisted Options (£0.04, 30 April 2016) 5,000,000 Unlisted Options (£0.037, 11 July 2016) 476,190 Unlisted Options (£0.021, 25 July 2016) 952,381 Unlisted Options (£0.021, 29 July 2016) 6,714,284 Unlisted Options (£0.021, 31 August 2016) 9,000,000 Unlisted Options (£0.02, 31 August 2016) 3,947,369 Unlisted Options (£0.19, 30 September 2016) 8,666,670 Unlisted Options (£0.18, 30 September 2016) 694,445 Unlisted Options (£0.018, 31 October 2016) 2,205,885 Unlisted Options (£0.017, 31 October 2016) 1,250,000 Unlisted Options (£0.016, 31 October 2016) 17,333,336 Unlisted Options (£0.015, 31 October 2016) 3,000,000 Unlisted Options (£0.015, 30 November 2016) 1,428,571 Unlisted Options (£0.014, 30 November 2016) 3,923,077 Unlisted Options (£0.013, 30 November 2016) 2,000,000 Unlisted Options ($0.0321, 11 December 2016) 4,083,334 Unlisted Options (£0.012, 31 December 2016) 20,545,457 Unlisted Options (£0.011, 31 December 2016) 21,136,365 Unlisted Options (£0.011, 31 January 2017) 6,250,000 Unlisted Options (£0.006, 31 March 2017) 14,583,334 Unlisted Options (£0.006, 30 April 2017) 7,500,000 Unlisted Options (£0.005, 30 April 2017) Appendix 5B Summary - Consolidated Statement of Cashflow Current quarter Year to date Cash flows related to operating activities (6 months) $US'000 $US'000 1.1 Receipts from product sales and 6,386 18,379 related debtors 1.2 Payments for (a) exploration & evaluation (1,736) (3,573) (b) development (2,455) (9,157) (c) production (2,655) (8,709) (d) administration (1,681) (5,005) 1.3 Dividends received - - 1.4 Interest and other items of a similar nature received 3 8 1.5 Interest and other costs of finance - (873) paid 1.6 Taxes paid/refunded (524) 615 1.7 Other (provide details if material) - 2,513 Net Operating Cash Flows (2,662) (5,802) Cash flows related to investing activities 1.8 Payment for purchases of: (a) prospects - - (b) equity investments - - (c) other fixed assets (261) (495) 1.9 Proceeds from sale of: (a) prospects - - (b) equity investments - - (c) other fixed assets - - 1.10 Loans to other entities - (700) 1.11 Loans repaid by other entities - - 1.12 Other - net cash acquired on acquisition of subsidiary - - Net investing cash flows (261) (1,195) 1.13 Total operating and investing cash flows (carried forward) (2,923) (6,997) 1.13 Total operating and investing cash flows (brought forward) (2,923) (6,997) Cash flows related to financing activities 1.14 Proceeds from issues of shares, - 3,557 options, etc. 1.15 Proceeds from sale of forfeited - - shares 1.16 Proceeds from borrowings 1,723 14,108 1.17 Repayment of borrowings - (9,193) 1.18 Dividends paid - - 1.19 Other (provide details if material) - - Net financing cash flows 1,723 8,472 Net increase (decrease) in cash held (1,200) 1,475 1.20 Cash at beginning of quarter/year to 7,880 5,205 date 1.21 Exchange rate adjustments to item - - 1.20 1.22 Cash at end of quarter 6,680* 6,680* *This number includes US$3.48m performance bond for Colombia Yours faithfully Rory Scott Russell Chief Executive Officer Contacts Range Resources Limited Buchanan (Financial PR - UK) Rory Scott Russell Tim Thompson / Helen Chan T: +44 (0) 20 7466 5000 E: rangeresources@buchanan.uk.com GMP Securities Europe LLP (Broker) RFC Ambrian Limited (Nominated Advisor) Rob Collins / Liz Williamson Samantha Harrison / Trinity McIntyre T: +44 (0) 207 647 2800 T: +44 (0) 20 3440 6800 / +61 (8) 9480 2500 PPR (Financial PR - Australia) Dahlman Rose & Company (Principal American Liaison) David Tasker OTCQX International Market (U.S.) T: +61 (8) 9388 0944 Christopher Weekes / Stephen Nash E: david.tasker@ppr.com.au T: +1 (212)-372-5766 Range Background Range Resources Limited is a dual listed (ASX:RRS; AIM:RRL) oil & gas exploration company with oil & gas interests in Trinidad; Puntland, Somalia; the Republic of Georgia; Guatemala; Texas, USA, and Colombia. - In Trinidad Range holds a 100% interest in holding companies with three onshore production licenses and a fully operational drilling subsidiary. Independently assessed Proved (P1) reserves in place of 17.5 MMBO with 25.2 MMBO of proved, probable and possible (3P) reserves and an additional 81 MMBO of unrisked prospective resources. Range also has a farm in with Niko Resources giving it exposure to circa 280,000 acres of prospective onshore and offshore acreage. - In the Republic of Georgia, Range holds a 45% farm-in interest in onshore blocks VIa and VIb, covering approx. 7,000sq.km. The Company is focussing on a revised development strategy that will focus on low-cost, shallow appraisal drilling of the contingent resources around the Tkibuli-Shaori ("Tkibuli") coal deposit, which straddles the central sections of the Company's two blocks, along with attracting potential farm-in partners across the license areas given the recent review performed across the licenses. - In Puntland, Range holds a 20% working interest in two licenses encompassing the highly prospective Dharoor and Nugaal valleys. The operator and 60% interest holder, Horn Petroleum Corp. (TSXV: HRN) has completed two exploration wells and will continue with a further seismic and well programme. - Range is earning a 65% (option to move to 75%) interest in highly prospective licences in the Putumayo Basin in Southern Colombia. Farmâ€in interest from a number of parties has been received and preparations for the seismic programme will be initiated subject to further financing becoming available. - Range has taken a strategic stake in Citation Resources Limited (ASX: CTR) and Latin American Resources (LAR) which hold interest in two oil and gas development and exploration blocks in Guatemala with Canadian NI 51-101 certified proved plus probable (2P) reserves of 2.3 MMBBL (100% basis). Range has a direct and indirect 32% interest in the Guatemalan Project. Table of Reserves Detailed below are the estimated reserves for the Range project portfolio. Gross Oil Reserves Range's Net Attributable Project 1P 2P 3P Interest 1P 2P 3P Operator Oil & NGL - mmbbls Trinidad 17.5 20.2 25.2 100% 17.5 20.2 25.2 Range Guatemala 0.4 2.3 - 32% 0.1 0.7 - Latin American Resources Total Oil & 17.9 22.5 25.2 17.6 20.9 25.2 Liquids Gas Reserves - Tcf Georgia - CBM - - 0.6 45% - - 0.2 Strait Oil & Gas Total Gas - - 0.6 - - 0.2 Reserves With the exception of Guatemala, all of the technical information, including information in relation to reserves and resources that is contained in this document has been reviewed internally by the Company's technical advisor, Mr Mark Patterson. Mr Patterson is a petroleum geologist and geophysicist who is a suitably qualified person with over 30 years' experience in assessing hydrocarbon reserves and has reviewed the release and consents to the inclusion of the technical information. The reserves estimates for the three Trinidad blocks have been formulated by Forrest A. Garb & Associates, Inc. (FGA). FGA is an international petroleum engineering and geologic consulting firm staffed by experienced engineers and geologists. Collectively FGA staff has more than a century of worldâ€wide experience. FGA have consented in writing to the reference to them in this announcement and to the estimates of oil and natural gas liquids provided. The definitions for oil and gas reserves are in accordance with SEC Regulation Sâ€X an in accordance with the guidelines of the Society of Petroleum Engineers ("SPE"). The SPE Reserve definitions can be found on the SPE website at spe.org. In granting its consent to the public disclosure of this press release with respect to the Company's Trinidad operations, Petrotrin makes no representation or warranty as to the adequacy or accuracy of its contents and disclaims any liability that may arise because of reliance on it. The TSX certified 51-101 certified reserves with respect to the Guatemalan project are as reported by ASX listed Company Citation Resources (ASX: CTR). The prospective resource estimates for the two Dharoor Valley prospects are internal estimates reported by Africa Oil Corp, the operator of the joint venture, which are based on volumetric and related assessments by Gaffney, Cline & Associates. The technical information included in this announcement with respect to Georgia was prepared by Dr. M. Arif Yukler, COO of SOG Georgia. Dr Yukler is a geologist who is a suitably qualified person with more than 38 years of experience in the international oil & gas industry, and in assessing hydrocarbon reserves. Dr Yukler has advised companies and government entities of all size from small caps to super-majors, as well as state regulatory authorities on the management of resources and exploration areas. Dr. Yukler has reviewed the release and consents to the inclusion of the technical information with respect to Georgia. SPE Definitions for Proved, Probable, Possible Reserves and Prospective Resources Proved Reserves are those quantities of petroleum, which by analysis of geoscience and engineering data, can be estimated with reasonable certainty to be commercially recoverable, from a given date forward, from known reservoirs and under defined economic conditions, operating methods, and government regulations. Probable Reserves are those additional Reserves which analysis of geoscience and engineering data indicate are less likely to be recovered than Proved Reserves but more certain to be recovered than Possible Reserves. Possible Reserves are those additional reserves which analysis of geoscience and engineering data indicate are less likely to be recoverable than Probable Reserves. 1P refers to Proved Reserves, 2P refers to Proved plus Probable Reserves and 3P refers to Proved plus Probable plus Possible Reserves. Prospective Resources are those quantities of petroleum estimated, as of a given date, to be potentially recoverable from undiscovered accumulations by application of future development projects. Prospective Resources have both an associated chance of discovery and a chance of development. Prospective Resources are further subdivided in accordance with the level of certainty associated with recoverable estimates assuming their discovery and development and may be sub-classified based on project maturity. Contingent Resources are those quantities of hydrocarbons which are estimated, on a given date, to be potentially recoverable from known accumulations, but which are not currently considered to be commercially recoverable. Undiscovered Oil-In-Place is that quantity of oil which is estimated, on a given date, to be contained in accumulations yet to be discovered. The estimated potentially recoverable portion of such accumulations is classified as Prospective Resources, as defined above.
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