Final Results
Gold Oil PLC
27 October 2005
FOR IMMEDIATE RELEASE 27 October 2005
GOLD OIL PLC ('Gold Oil' or 'the Company')
PRELIMINARY RESULTS ANNOUNCEMENT
FOR THE PERIOD 8 APRIL 2004 TO 30 APRIL 2005
NOTICE OF EXTRAORDINARY GENERAL MEETING
Chairman's Statement to Shareholders
Gold Oil is a very young company that floated on AIM on 14 July 2004. However,
due to the hard work, imagination and good relationships developed by our staff
in Peru the Company now has two very attractive blocks in Peru. Oil discoveries
can be easily monetised through existing facilities in N W Peru but so can gas
discoveries through agreements with local power companies and MAN Ferrostaal of
Germany. These put the Company in the enviable position of having profitable
development activity whether oil or gas is discovered.
The Company, on 19 October 2005, acquired Northern Petroleum Exploration Ltd., a
subsidiary of Northern Petroleum PLC, which has equity in and operates the
Ayoluengo field in northern Spain that produces about 110 barrels of oil per day
and subsequently sold, on 20 October 2005, half of its interest to Ascent
Resources plc. This acquisition will provide cash flow to the Company. More
importantly it has allowed the Company to start the process of having it
recognised by the Peruvian authorities as Gold Oil's operator. This will allow
Gold Oil to convert its Promotion Permits into Exploration Licences during 2006,
so as to allow drilling on the prospective onshore permit, Block XI, and seismic
acquisition over the offshore permit, Block Z34. On the latter the Company is
seeking to farm-out to a large oil company who would drill a well offshore at no
cost to the Company.
The Company raised £3.6 million in March 2005 through a placement. Although at
the end of the year the Company showed a loss of £374,000, the cash balance was
£3,3671,000, reflecting the hard work by the Company's staff to work efficiently
and control costs.
Looking ahead I expect to see the Company soon being in a position to start
seismic and drilling activity on our blocks in Peru. The Company is continuing
to seek out low risk oil and gas reserves in Peru that will generate cash flow
sooner than through our own efforts on our own acreage.
Due to the energy and dedication of our team, the Company has made very good
progress in its first year of life, and next year we expect to see the fruits of
this effort.
I look forward to meeting you all at our forthcoming extraordinary general
meeting in which our accounts will be laid before the Company as they were not
available to be received at the Annual General Meeting convened on 7 October
2005.
Michael Burchell
Chairman
Consolidated Profit and Loss Account
for the period 8 April 2004 to 30 April 2005
Note 2005
£000
Turnover -
Administration expenses (383)
Operating loss (383)
Other interest receivable and similar income 5 9
Loss on ordinary activities before taxation 2-4 (374)
Taxation credit on loss on ordinary activities 6 -
Loss for the year for group (374)
Loss: Earnings per ordinary share 7
- Basic (0.18p)
- Diluted (0.15p)
A note on historical gains or losses has not been included as part of the
financial statements as the results as disclosed in the profit and loss account
are prepared on an unmodified historical cost basis.
There were no other recognised gains or losses in the period.
Consolidated Balance Sheet as at 30 April 2005
2005
Note £000 £000
Fixed assets
Tangible assets 8 25
Current assets
Debtors 10 39
Cash at bank and in hand 3,632
-------
3,671
Creditors: amounts falling due within one year 11 (116)
-------
Net current assets 3,555
Total assets less current liabilities 3,580
_____
Capital and reserves
Called up share capital 12 86
Share premium account 13 3,868
Profit and loss account 13 (374)
Equity shareholders' funds 3,580
_____
These financial statements were approved by the Board of Directors on 26 October
2005 and were signed on its behalf by:
Director: M N Burchell
Director: J G Moore
Company Balance Sheet as at 31 December 2004
2005
Note £000 £000
Fixed assets
Tangible Fixed Assets 8 2
Investment in Gold Oil Peru 9 150
152
Current assets
Debtors 10 32
Cash at bank and in hand 3,606
-------
3,638
Creditors: amounts falling due within one year 11 (113)
-------
Net current assets 3,525
Total assets less current liabilities 3,677
Capital and reserves
Called up share capital 12 86
Share premium account 13 3,868
Profit and loss account 13 (277)
Equity Shareholders' Funds 3,677
These financial statements were approved by the Board of Directors on 26 October
2005 and were signed on its behalf by:
Director: M N Burchell
Director: J G Moore
Consolidated Cash Flow Statement
for the period 8th April 2004 to 30th April 2005
Note 2005
£000
Cash flow statement
Cash outflow from operating activities 15 (306)
Returns on investments and servicing of finance 16 9
Capital expenditure 16 (25)
Cash outflow before management of liquid resources and
financing (322)
Management of liquid resources 16 (1,800)
Financing 16 3,954
Increase in cash in the year 1,832
Reconciliation of net cash flow to movement in net funds
Cash at bank and in hand 3,632
Less deposits treated as liquid resources (1,800)
1,832
Reconciliation of Movements in Shareholders' Funds
for the period ended 30 April 2005
2005
£000
Loss for the financial year (374)
Increase in share capital 3,954
Closing shareholders' funds 3,580
Notes
2. Pre-production costs
Pre production costs incurred in Peru and which have been expensed in the period
were £94,000.
3. Loss on ordinary activities before taxation
2005
£000
Loss on ordinary activities before taxation is stated after charging
Auditors' remuneration:
Group - audit 8
Company - audit 6
Group - non audit services 10
4. Staff number and costs
The average number of persons employed by the group (including directors) during
the year, analysed by category, were as follows:
2005
Technical and administration 6
The aggregate payroll costs of these persons were as follows:
2005
£000
Wages and salaries 26
Social security costs 3
29
5. Interest receivable and similar income
2005
£000
Bank interest 9
6. Taxation
Analysis of charge in period:
2005
£000
UK and overseas corporation tax
Current tax on income for the period -
Total current tax -
Tax on loss on ordinary activities -
Factors affecting the tax charge for the current period.
The current tax charge for the period is higher than the standard rate of
corporation tax in the UK 30%. The differences are explained below:
2005
£000
Current tax reconciliation
Loss on ordinary activities before tax (374)
Current tax at 30% (112)
Effects of:
Expenses not deductible for tax purposes -
Increase in tax losses 112
Total current tax charge (see above) -
At 30 April 2005 The Group had net operating losses to carry forward of
£374,000. The deferred tax asset on these tax losses at 30% of £112,000 has not
been recognised due to the uncertainty of recovery.
7. Loss per share
2005
Pence
Loss per ordinary share
- Basic (0.18)
- Diluted (0.15)
Loss per ordinary share is based on the Group's loss for the financial year of
£374,000.
The weighted average number of shares used in the calculation is the weighted
average ordinary shares in issue during the year.
2005
Number
Weighted average ordinary shares in issue during the year 212,791,361
Potentially dilutive warrants issued 39,305,624
Weighted average ordinary shares for diluted earning per share 252,096,985
8. Tangible fixed assets
Equipment and Machinery Vehicle Total
£'000 £000 £000
Group
Cost
Additions 6 19 25
At end of year 6 19 25
Depreciation - - -
At end of year - - -
Net book value
At 30 April 2005 6 19 25
Company
Cost
Additions 2 - 2
At end of year 2 - 2
Depreciation - - -
At end of year - - -
9. Fixed asset investments
Shares in group undertaking
Company
Cost
Additions 150
At end of year 150
The Company's subsidiary undertakings at the year end was a 100% interest in the
ordinary shares of Gold Oil Peru, a company registered in Peru whose principal
activity is exploration of oil and gas.
10. Debtors
2005
Group Company
£000 £000
Trade debtors 14 -
Other debtors 5 5
Amounts owed by subsidiary undertakings - 12
Prepayments and accrued income 20 15
39 32
11. Creditors: amounts falling due within one year
2005
Group Company
£000 £000
Trade creditors 91 89
Other creditors 4 3
Accruals and deferred income 21 21
116 113
12. Called up share capital
2005
£000
Authorised
400,000,000 ordinary shares of £0.00025 each 100
Allotted, called up and fully paid
Equity: 345,200,000 ordinary shares of £0.00025 each 86
At incorporation the company had an authorised share capital of £1,000,000
divided into 100,000,000 ordinary shares of 1p each. On 12 May 2004, the
authorised share capital was reduced to £100,000 by the cancellation of
90,000,000 unissued ordinary shares of 1p each and the remaining 10,000,000
ordinary shares of 1p each were sub-divided into 400,000,000 ordinary shares of
0.025p.
On 8 June 2004, 199,999,920 ordinary shares were issued at par.
On 8 June 2004 warrants to subscribe for 42,000,000 ordinary shares were issued.
Under the Placing Agreement, 35,000,000 shares of 0.025p and warrants on a
further 35,000,000 shares were issued at 1p per share on 18 June 2004.
On 28 June 2004, 1,000,000 shares of 0.025p were issued at 1p per share.
From October 2004 to January 2005 19,200,000 shares of 0.025p were issued at 1p
per share on the exercise of warrants.
On 21 March 2005, 90,000,000 shares of 0.025p were issued at 4p per share.
Subsequent to the year end 3,850,000 ordinary shares of 0.025p on the exercise
of warrants.
The Warrants above entitles the holder to subscribe for one ordinary share of 1p
per share for a period of three years from issue except for directors warrants
which are not exercisable for one year period from admission.
13. Share premium, and reserves
Share premium account Profit and loss account
£000 £000
Group
Loss for the period - (374)
Premium on share issues 4,116 -
Placement and share issue costs (248) -
At end of year 3,868 (374)
Share premium account Profit and loss account
£000 £000
Company
Loss for the period - (277)
Premium on share issues 4,116 -
Placement cost (248) -
At end of year 3,868 (277)
14. Commitments
The group and company had no capital commitments at the end of the year.
15. Reconciliation of operating loss to operating cash flows
2005
£000
Operating loss (383)
(Increase) in debtors (39)
Increase in creditors 116
Net cash outflow from operating activities (306)
16. Analysis of cash flows
2005
£000
Returns on investment and servicing of finance
Interest received 9
Capital expenditure and financial investment
Purchase of tangible fixed assets 25
Management of liquid resources
Increase in short term bank deposits 1,800
Financing
Issue of ordinary share capital 3,954
17. Directors' emoluments and interests
The directors who held office during the period are shown below along with their
interests in the 0.025p ordinary shares of the company.
Interest at end of period Interest at start of period
Executive directors
M N Burchell 3,000,000 -
M L Keeley - -
P G Mahony - -
J G Moore 20,000,000 -
B Underwood Jr. 77,000,000 -
Directors emoluments and other benefits are as listed below.
2005
£000
Directors' remuneration 14
Directors' fees 38
52
Warrants held by the directors are as follows:
No. of Warrants
M N Burchell 2,300,000
B G Underwood Jr. 9,200,000
J G Moore 9,200,000
P G. Mahony 2,300,000
Total Warrants held by the directors 23,000,000
18. Financial instruments
The Group's financial instruments comprise trade creditors, cash and short term
deposits and equity shares.
The Group has cash at bank. This is placed on short term deposit to maximise the
group's liquid resources and no interest rate hedging is undertaken.
Short-term debtors and creditors
The Company has taken advantage of the exemptions available under FRS 13 and
excluded Short-term debtors and creditors from its disclosure of financial
instruments. The Company does not presently have any long term debtors or
creditors.
Foreign currency risk
The Company reports in sterling. However, a significant proportion of its
activities may be undertaken in foreign currencies. Exchange rates are monitored
in conjunction with forecast currency requirements and the Company will enter
into forward exchange contracts to hedge its foreign currency exposure where
appropriate. No forward foreign exchange contracts were entered into during the
period. There were no outstanding foreign exchange contracts at the start of the
period or at the end of the period.
19. Related party disclosures
Gold Oil Plc is listed on the Alternative Investment Market (AIM) operated by
the London Stock Exchange. At the date of the Annual Report in the Directors
opinion there is no controlling party.
20. Post balance sheet events
The company purchased on onshore production company based in northern Spain. The
consideration for the purchase of Northern Petroleum Exploration Limited was
£300,000. Half of the interest in Northern Petroleum Exploration Limited was
then sold to Ascent Resources plc for £150,000.
Note to the preliminary announcement
This announcement does not constitute a full financial statement of the
Company's affairs for the period 8 April 2004 to 30 April 2005 ('the Period').
The auditors have reported on the full financial statement for the Period and
the report and accounts are being posted to Shareholders today.
Notice of Extraordinary General Meeting
The Notice of Extraordinary General Meeting has been posted to Shareholders.
An Extraordinary General Meeting of the Company will be held at Finsgate,
5-7 Cranwood Street, London, EC1V 9EE on 21 November 2005 at 11.00 a.m.
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