Jadestone Energy Q1 Financial Results

RNS Number : 1479P
Jadestone Energy Inc.
29 August 2017
 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Jadestone Energy Inc.

 

CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (UNAUDITED)

 

As at and for the 3-months ended

 

June 30, 2017

 

 

 

 

 

Company Registration No. BC0350583 (Canada)

 

 

 

Jadestone Energy Inc.

CONDENSED Consolidated INTERIM STATEMENT OF FINANCIAL POSITION

As at June 30, 2017

 


 

As at

As at


 

June 30,

March 31,



Notes

2017
US$000

2017
US$000

ASSETS








Non-current assets:




Intangible exploration assets

12

105,196

104,929

Oil and gas properties

13

64,226

64,334

Deferred tax assets

14

20,251

17,541

Plant and equipment

15

705

680

Restricted cash

18

              669

              669



191,047

188,153

Current assets:




Inventories

16

10,087

10,803

Receivables and prepayments

17

12,555

8,953

Cash and cash equivalents

18

15,113

14,478



                    

                    



37,755

34,234



                    

                    





TOTAL ASSETS


228,802

222,387



                    

                    





EQUITY AND LIABILITIES








Equity:




Share capital

19

364,466

364,466

Share-based payment and warrants

20

21,568

21,419

Accumulated losses


(273,545)

(261,767)



                    

                    



112,489

124,118

Non-current liabilities:




Provision for asset restoration obligations

21

79,444

77,186

Other provisions

22

7,011

6,918

Deferred tax liabilities


1,200

1,200

Convertible bonds

25

8,179

-

Derivative financial instruments

25

1,574

-



                    

                    



97,408

85,304

Current liabilities:




Borrowings

23

217

435

Trade & other payables, accruals and provisions

24

18,688

12,530



                    

                    



18,905

12,965



                    

                    

 

TOTAL EQUITY AND LIABILITIES


 

228,802

 

222,387



                    

                    





 

 

The accompanying notes are an integral part of the consolidated financial statements

 

 

 

 


 

 

Jadestone Energy Inc.

condensed Consolidated interim STATEMENT OF PROFIT OR LOSS AND

OTHER COMPREHENSIVE INCOME

for the 3-months ended June 30, 2017

 

 



3-Months Ended



June 30,


 

2017

2016

 


Notes

US$000

US$000

 





 

Revenue

5

18,134

-

 

Cost of sales

6

(27,064)

-

 



                 

                 

 

GROSS LOSS


(8,930)

-

 





 

Staff costs

7

(3,110)

(2,304)

 

Share-based compensation

7, 20

(149)

(6)

 

Other operating expenses

8

(1,784)

(448)

 

Depreciation

15

(32)

(11)

 

Write back of impairment of materials and spare parts

16

29

-

 

Expensed exploration costs


(14)

(69)

 

Joint operator overhead charge recovered


32

70

 

Impairment of intangible exploration assets

12

-

(2,562)

 

Write back of impairment of exploration asset


400

-

 

Back cost recovered


234

-

 

Foreign exchange gain/(loss)


        74

       (10)

 





 

OPERATING LOSS BEFORE INTEREST, TAXATION

   AND OTHER INCOME


                

(13,250)

                

(5,340)

 





 

Interest income


1

1

 

Finance costs

9

(744)

-

 



                 

                 

 

 

LOSS BEFORE TAX


 

(13,993)

 

(5,339)

 





 

Taxation

10

2,215

-

 



                 

                 

 

LOSS FOR THE PERIOD, REPRESENTING TOTAL COMPREHENSIVE LOSS FOR THE PERIOD


 

(11,778)

 

(5,339)

 



                 

                 

 





 

Loss per ordinary share:


                 

                 

 

Basic and diluted (US$)

11

(0.05)

(0.06)

 



                 

                 

 

 

 

 

The accompanying notes are an integral part of the consolidated financial statements

 


 

Jadestone Energy Inc.

condensed Consolidated interim Statement of Changes in Equity

for the 3-months ended June 30, 2017

 

 





Share-based




Share

capital

US$000

payment

reserves

US$000

Accumulated

losses

US$000

 

Total

US$000






At April 1, 2017

364,466

21,419

(261,767)

124,118






Total comprehensive loss for the period





Loss for the period

-

-

(11,778)

(11,289)






Transactions with owners, recognized   directly in equity





Recognition of share-based compensation

-

149

-

149


                  

                    

                    

                    

Total transactions with owners

-

149

-

149


                  

                    

                    

                    

At June 30, 2017

364,466

21,568

(273,545)

112,978


                  

                    

                    

                    











At April 1, 2016

324,748

21,316

(226,696)

119,368






Total comprehensive loss for the period





Loss for the period

-

-

(5,339)

(5,339)






Transactions with owners, recognized   directly in equity





Share capital issued (private placement)

263

-

-

263

Recognition of share-based compensation

-

6

-

6


                  

                    

                    

                    

Total transactions with owners

263

6

-

269


                  

                    

                    

                    

At June 30, 2016

325,011

21,322

(232,035)

114,298


                  

                    

                    

                    











 

 

 

 


Jadestone Energy Inc.

CONDENSED Consolidated INTERIM Statement OF CASH FLOWS

for the 3-months ended June 30, 2017

 

 



3-Months Ended

 



June 30,

 


 

Notes

2017

US$000

2016

US$000

OPERATING ACTIVITIES




Loss before tax


(13,993)

(5,339)





Adjustments for:




Depreciation

15

32

11

Share-based compensation

7, 20

149

6

Impairment of intangible exploration assets

12

-

2,562

Write-back of impairment of materials and spare parts

16

(29)

-

Depletion and amortization

6, 13

2,443

-

Write back of impairment of exploration asset


(400)

-

Interest income


(1)

(1)

Finance costs

9

744

-

Unrealized foreign exchange (gain)/loss


(74)

-



                  

                  

Operating cash flows before movements in working capital


(11,129)

(2,761)





Changes in working capital:




Decrease/(Increase) in inventories


746

(15)

(Increase) in receivables and prepayments


(3,605)

(222)

Increase/(decrease) in trade & other payables, accruals and provisions


5,859

(671)



                  

                  

NET CASH USED IN OPERATING ACTIVITIES


(8,129)

(3,669)



                  

                  

INVESTING ACTIVITIES




Oil and gas properties

13

(591)

-

Payment for intangible exploration assets

12

(47)

(868)

Payment for plant and equipment

15

(57)

-

Proceeds from disposal of intangible exploration asset


400

-

Interest received


1

1

Taxation paid

10

(286)

-



                  

                  

NET CASH USED IN INVESTING ACTIVITIES


(580)

(867)



                  

                  

FINANCING ACTIVITIES




Proceeds from share issuance


-

263

Payment of borrowings

23

(223)

-

Net drawdown from convertible bonds

25

9,700

-



                  

                  

NET CASH FROM FINANCING ACTIVITIES


9,477

263



                  

                  

Effect of translation on foreign currency cash and

cash equivalents


 

(133)

 

-





NET INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS


 

635

 

(4,273)





CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD


14,478

9,117



                  

                  

CASH AND CASH EQUIVALENTS AT END OF PERIOD

18

15,113

4,844



                  

                  


Jadestone Energy Inc.

NOTES TO THE CONDENSED CONSOLIDATED interim FINANCIAL STATEMENTS (UNAUDITED)

for the 3-months ended June 30, 2017

 

 

1.             CORPORATE INFORMATION

Jadestone Energy Inc. (the "Company" or "Jadestone" or "JEI") is an oil and gas company incorporated in Canada. The Company's common shares are listed on the TSX Ventures Exchange ("TSX-V") under the symbol JSE.

 

On June 27, 2017, A. Paul Blakeley took on the role of Chief Executive Officer while remaining as Chairman and Michael Horn became Executive Vice President Corporate and Business Development.

 

The Company and its subsidiaries (the "Group") are engaged in production, development, and exploration and appraisal activities in Australia, Indonesia, Vietnam and the Philippines.  The Company's current two producing assets are in the Carnarvon Basin, offshore Western Australia and onshore Sumatra, Indonesia.

 

The Company's head office is located at Keppel Towers, #15-05/06, 10 Hoe Chiang Road, Singapore 089315.  The registered office of the Company is 2600 Oceanic Plaza, 1066 West Hastings Street, Vancouver, British Columbia, V6E 3X1 Canada.

 

 

2.             GOING CONCERN ASSUMPTION

 

The Group recorded a loss before tax of US$14.0 million for the 3-months ended June 30, 2017 (3-months ended June 30, 2016: US$5.3 million).  As at June 30, 2017, the Group's current assets exceeded its current liabilities by US$18.9 million (March 31, 2017: net current asset of US$21.3 million).  The ability of the Company and the Group to continue as going concerns remains dependent on operating its current production on a profitable basis, developing future profitable operations, and/or raising adequate capital to support operations.

                                                                                                                                                                                                In conjunction with the private placement, on November 8, 2016, Jadestone also entered into a US$28.0 million convertible bond facility (the "Facility") with Tyrus Capital Event S.à.r.l. ("Tyrus").  Under the terms of the Facility, Jadestone has the ability to drawdown tranches of US$5 million, subject to Tyrus's approval, and any amounts drawn down incur a 3.0% original issue discount and will bear interest at the rate of 7.5% per annum payable quarterly.  The Facility will mature after three years, at which time Tyrus has the option to convert the full amount of any principal owing under the Facility into common shares of the Company at a conversion price of C$0.50.  Tyrus also has the option to convert any principal owing under the Facility at any time prior to maturity and the option to require the Company to draw down all undrawn amounts at any time prior to 15 days from maturity.  The Company drew down US$10 million during the 3 months ended June 30, 2017, and a further US$5 million subsequent to the period end, totalling US$15 million from the convertible bond facility, to fund capital expenditures and for related corporate purposes.

 

Accordingly, the Company has sufficient working capital to meet its financial obligations for the next 12 months. As such, the accompanying financial statements are presented on a going concern basis.

 



 

3.             Basis of preparation

 

Statement of Compliance

 

These unaudited condensed interim financial statements (the "Financial Statements") are prepared in accordance with International Accounting Standard IAS 34, Interim Financial Reporting, on a going concern basis under the historical cost convention.  They do not contain all disclosures required by International Financial Reporting Standards for annual financial statements and accordingly, should be read in conjunction with JEI's audited consolidated financial statements for the year ended March 31, 2017.

 

These Financial Statements were approved for issuance by the Company's Board of Directors on August 29, 2017, on the recommendation of the Audit Committee.

 

Functional and Presentation Currency

 

These Financial Statements are presented in United States Dollars, which is the functional and reporting currency of the Company and its subsidiaries, based on the predominant currency of these entity's transactions and cash flows.

 

Basis of Consolidation

 

The Financial Statements incorporate the financial statements of the Company and enterprises controlled by the Company (its "subsidiaries") (the "Group') as at and up to June 30, 2017.   Control is achieved where the Company has the power, directly or indirectly, to govern the financial and operating policies of an entity so as to obtain the benefits from its operations.  The financial statements of the subsidiaries are prepared for the same reporting period as the parent company's using consistent accounting policies.

 

Basis of Measurement

 

These Financial Statements have been prepared on a historical cost basis, except for financial instruments classified as financial instruments at fair value, which are stated at their fair values.  In addition, these financials have been prepared using the accrual basis of accounting.

 

 

4.             SIGNIFICANT ACCOUNTING POLICIES AND ESTIMATES

 

The Financial Statements have been prepared in accordance with the accounting policies as disclosed in the audited consolidated financial statements of JEI.  Accordingly, the Financial Statements should be read in conjunction with the audited consolidated financial statements of JEI for the year ended March 31, 2017.

 

 

 

 

5.             REVENUE


3-Months Ended


June 30,


2017

2016


US$000

US$000




Oil revenue



 - Stag Oilfield

11,953

-

 - Ogan Komering

4,026

-







Gas revenue



 - Ogan Komering

2,155

-


________

________

Total revenue

18,134

-


                

                




Average realised price:



Crude oil - Stag (US$/bbl)

52.73

-

Crude oil and condensate - Ogan Komering (US$/bbl)

45.30

-

Gas - Ogan Komering (US$/mmbtu)

7.71

-


________

________

 

Average production:



Crude oil - Stag (bopd)

2,570

-

Crude oil and condensate - Ogan Komering (bopd)

977

-

Gas - Ogan Komering (mmbtu/day)

3,071

 -


________

________

 

 

6.             COST OF SALES


3-Months Ended

 


June 30,

 


2017

US$000

2016

US$000




Cost of operations - Stag

19,695

-

Depletion and amortisation (Note 13)

2,009

-


________

________


21,704

-




Cost of operations - Ogan Komering

4,926

-

Depletion and amortisation (Note 13)

434

-


________

________


5,360

-


________

________


27,064

-


                

                

               

               



 

7.             Staff costs

 


3-Months Ended


June 30,


2017

2016


US$000

US$000




The aggregate remuneration comprised the following:



Wages, salaries and fees

2,254

1,439

Staff benefits-in-kind and other accruals

545

-

Termination payments

311

865


________

_______


3,110

2,304




Share-based compensation (Note 20)

149

6


________

_______


3,259

2,310


                

              

 

                The Group has capitalized US$63,600 (3-months ended June 30, 2016: US$585,720) in respect of staff costs as part of intangible exploration assets as these relate to time costs that are directly attributable to active blocks for the 3-months ended June 30, 2017.

 

                Share-based payment expense (related to share options) in respect of the directors for the 3-months ended June 30, 2017 amounted to US$66,503 (3-months ended June 30, 2016: US$5,803).

 

 

8.             OTHER OPERATING EXPENSES


3-Months Ended


June 30,


2017

2016


US$000

US$000




Office costs

837

602

Professional fees / consultancies

894

437

Travel & subsistence

172

93

Time costs - recovery

(160)

(751)

Others

41

67


________

________


1,784

448


                

                

 



 

9.             FINANCE COSTS


3-Months Ended


June 30,


2017

2016


US$000

US$000




Accretion expense, ARO and other provisions (Note 21, 22)

607

-

Standby fees (Note 25)

69

-

Transaction costs

47

-

Interest on convertible bonds

8

-

Accretion expense on convertible bonds (Note 25)

6

-

Interest on premium funding

6

-

Amortisation of facility expenses

1

-


________

________


744

-


                

                

 

 

10.          Taxation


3-Months Ended


June 30,


2017

2016


US$000

US$000




PRRT tax - deferred (Note 14)

(2,501)

-

Indonesian income tax - current

286

-


________

________


(2,215)

-


                

                

 

                The Company is resident in the Province of British Columbia and pays no Canadian corporate tax on account of its losses. 

 

                The Australian petroleum resource rent tax is applied at 40%.   The Indonesian corporate income tax rate is applied at 35%, branch profit tax is applied at 20%.

 

 



 

11.          LOSS PER ORDINARY SHARE

 

                The calculation of the basic and diluted loss per share is based on the following data:

 


3-Months Ended


June 30,


2017

2016


US$000

US$000




Loss for the purpose of basic and diluted per share, being the net loss for the period attributable to equity holders of the parent

 

 

(11,778)

 

 

(5,339)


                

                




Number of shares

No.

No.




Weighted average number of ordinary shares

for the purposes of basic loss per share

 

221,298,004

 

88,736,466


                  

                  

               

 

                Diluted loss per share is calculated based on the weighted average number of ordinary shares outstanding during the period plus the weighted number of shares that would be issued on the conversion of all potentially dilutive shares to ordinary shares. Where the impact of converted shares would be anti-dilutive, these are excluded from the calculation.

 

                Since the conversion of potential ordinary shares to ordinary shares from share options (Note 20) would decrease the loss per share, they are not dilutive. Accordingly, diluted loss per share is the same as basic loss per share.

 

 

12.          INTANGIBLE EXPLORATION ASSETS

                                                                                                                                                                                    Total

                                                                                                                                                                                US$000

                Cost:

                At April 1, 2017                                                                                                                                    198,500

                Additions                                                                                                                                                     267

                                                                                                                                                                      __________

                At June 30, 2017                                                                                                                                   198,767

                                                                                                                                                                      __________

                Impairment:                                                                                        

                At March 31, 2017 and June 30, 2017                                                                                                 93,571

                                                                                                                                                                      __________

                Net book value:

                At June 30, 2017                                                                                                                                   105,196

                                                                                                                                                                                             

 

                At March 31, 2017                                                                                                                               104,929

                                                                                                                                                                                             



 

                For the purpose of statement of cash flows, intangible exploration assets of US$220,561 (as at June 30, 2016: US$300,545) remained unpaid as at June 30, 2017.

 

                An impairment charge of US$2,561,611 was raised in the previous financial period relating to the Vietnam PSC MVHN/12KS, following the decision of the Group to relinquish the block.

 

                During the financial period, the Group performed reviews of its exploration assets and no impairment was required.

 

 

13.          OIL AND GAS PROPERTIES

                                                                                                                                                                                    Total

                                                                                                                                                                                US$000

                Cost:

                At April 1, 2017                                                                                                                                      70,873

                Additions                                                                                                                                                     591

                                                                                                                                                                      __________

                At June 30, 2017                                                                                                                                     71,464

                                                                                                                                                                      __________

               

                Accumulated depletion and amortisation:                                    

                At April 1, 2017                                                                                                                                       (3,838)

                Depletion and amortisation for the period (Note 6)                                                                          (2,443)

                                                                                                                                                                      __________

                At June 30, 2017                                                                                                                                      (6,281)

                                                                                                                                                                      __________

 

 

                Accumulated provision for asset restoration obligations (Note 21):                             

                At April 1, 2017                                                                                                                                       (2,701)

                Capitalised during the period                                                                                                                1,744

                                                                                                                                                                      __________

                At June 30, 2017                                                                                                                                         (957)

                                                                                                                                                                      __________

                Net book value:

                At June 30, 2017                                                                                                                                     64,226

                                                                                                                                                                                             

 

                At March 31, 2017                                                                                                                                  64,334

                                                                                                                                                                                             



 

 

14.          DEFERRED TAX ASSETS

 



Total



US$000




PRRT Tax:



At April 1, 2017


17,541

Increase in PRRT credits (Note 10)


2,232

Increase in accounting base (Note 10)


269

Translation difference


209



________

At June 30, 2017


20,251



                

               

                The increase in PRRT credits is due to the additional operating expenditures, partially offset against revenue.

 

                The increase in accounting base represents an overall increase in the accounting carrying value of the ARO liability and capitalised asset for the quarter.

 

 

15.          PLANT AND EQUIPMENT

 


Computer

equipment

Fixtures and equipment

Motor

vehicles

 

Total


US$000

US$000

US$000

US$000

Cost:





At April 1, 2017

1,106

931

56

2,093

Additions

22

35

-

57


               

               

               

               

At June 30, 2017

1,128

966

56

2,150


               

               

               

               






Accumulated
depreciation:





At April 1, 2017

492

865

56

1,413

Charge for the period

24

8

-

32


               

               

               

               

At June 30, 2017

516

873

56

1,445


               

               

               

               

Net book value:





At June 30, 2017

612

93

-

705


               

               

               

               

At March 31, 2017

614

66

-

680


               

               

               

               






 



 

16.          INVENTORIES

 


As at

As at


June 30,

March 31,


2017

2017


US$000

US$000




Materials and spare parts: Southeast Asia ("SEA") portfolio

-

204

Materials and spare parts: Stag

5,031

5,402

Crude oil on hand: Stag

5,056

5,197


________

________





10,087

10,803


                

                 




The cost of inventories recognized in cost of sales includes $122,000 (3-month ended June 30, 2016: US$Nil) in respect of write-downs of inventory on hand to net realisable value. A write-back of impairment of US$29,360 (3-months ended June 30, 2016: US$Nil) was recognised during the period against materials and spare parts: SEA portfolio, due to a higher net realised value.

 

 

17.          receivables and Prepayments

 


As at

As at


June 30,

March 31,


2017

2017


US$000

US$000




Due within one year:



Amount due from Partners (1)

760

742

Trade receivables

7,194

3,101

Accrued cash call receivables

1,699

2,403

Prepaid facility expenses (Note 25)

559

560

Other prepayments

705

943

GST/value added tax receivables

1,167

737

Other receivables

93

85

Other deposits

378

382


________

________


12,555

8,953


                 

                 

                                  

(1)            "Partners" is a party to a contractual agreement under a Production Sharing Contract ("PSC") in Vietnam and Indonesia.



 

18.          CASH AND CASH EQUIVALENTS

 


As at

As at


June 30,

March 31,


2017

2017


US$000

US$000




Cash at bank

5,113

14,478

Cash at bank (Note 31)

10,000

-

Restricted cash:



- Decommissioning sinking funds

669

669


_______

_______

Total

15,782

15,147

Less: Restricted cash

(669)

(669)


_______

_______


15,113

14,478


                

              

               

                The restricted cash as at June 30, 2017 was in respect of Ogan Komering's operation.

 

                A portion of cash at bank earns interest at floating rates based on daily bank deposit rates.

 

 

19.          share capital

 

                Authorised ordinary shares:

 

                Unlimited number of common voting shares with no par value.

 

                Allotted and outstanding:

 


No. Shares

US$000




At April 1, 2017 and June 30, 2017

221,298,004

364,466


                      

               

 

 

                The holders of ordinary shares are entitled to receive dividends as and when declared by the Company.  Fully paid ordinary shares carry one vote per share without restriction and carry a right to dividends as and when declared by the Company.

 



 

20.          SHARE-BASED PAYMENT AND WARRANTS

               

                The total expense arising from share-based payment recognized for the 3-months ended June 30, 2017 was US$148,951 (3-months ended June 30, 2016: US$5,803).

 

                On August 19, 2015, the Company adopted, as approved by shareholders, a stock incentive plan (the "Plan") which establishes a rolling number of shares issuable under the plan in the amount of 10% of the Company's issued shares at the date of grant.  Under the terms of the Plan, the exercise price of each option granted cannot be less than the market price of at the date of grant, or such other price as may be required by TSX-V.  Options under the plan can have a term of up to 10 years with vesting provisions determined by the directors in accordance with TSX-V policies for Tier 2 Issuers.

 

                The Black-Scholes option-pricing model, with the following assumptions, was used to estimate the fair value of the options at the date of grant:

 


Options Granted on

Options Granted on

Options Granted on


March 28, 2017

June 8, 2016

April 21, 2015

Risk-free interest rate

1.11% to 1.21%

0.70% to 0.83%

0.89%

Expected life

5.5 to 6.5 years

5.5 to 6.5 years

5 years

Expected volatility

41.6% to 42.8%

42.1% to 42.7%

37.7%

Share price

C$0.45

C$0.49

C$1.25

Exercise price

C$0.47

C$0.49

C$1.82

Expected dividends

Nil

Nil

Nil

 

 

                The following table summarizes the share options outstanding and exercisable as at June 30, 2017:

 


Share options


 

 

Number of options

Weighted average exercise price C$

Weighted average remaining contract life

 

Number of options exercisable






As at April 1 , 2017

10,427,821

0.88

7.62

3,177,821











Cancelled during the period

 

(1,870,000)

 

2.72

 

-

 

(1,870,000)






 

As at June 30, 2017

 

8,557,821

 

0.68

 

9.01

 

1,577,822






 

 



 

                The following table summarizes the share warrants outstanding and exercisable as at June 30, 2017:

 


Share warrants




 

 

 

Number of warrants

Weighted average exercise price C$

 

Weighted average remaining contract life

 

 

Number of warrants exercisable






As at April 1, 2017

     234,641

3.24

0.08

234,641






Expired during the period

 

    (234,641)

 

3.24

 

-

 

(234,641)






 

As at June 30, 2017

 

    -

 

-

 

-

 

-






 

 

21.          PROVISION FOR ASSET RESTORATION OBLIGATIONS

 



Total



US$000




Non-Current:



At April 1, 2017


 77,186

Accretion expenses (Note 9)


514

Additions (Note 13)

1,744



_______

At June 30, 2017


79,444



               

 

                The Group's Asset Restoration Obligations ("ARO") result from the future costs of decommissioning the Stag Oilfield facilities which are expected to be incurred up to 2033. The balance of the provision is the discounted present value of the estimated future cost, which has been assessed by an independent third party at the time of the acquisition. The present value of the Australian ARO has been calculated based on the estimated Australian risk free rate of 2.6% as at June 30, 2017.

 



 

22.          OTHER PROVISIONS

 



Total



US$000




Non-Current:



At April 1, 2017


6,918

Accretion expenses (Note 9)

93



_______

At June 30, 2017


7,011



               

 

                This provision relates to long-term liabilities associated with the Stag leased floating storage and offloading ("FSO") vessel. The present value of the provisions has been calculated based on the estimated Australian risk free rate of 2.6% as at June 30, 2017.

 

 

23.          BORROWINGS

 


As at

As at


June 30,

March 31,


2017

2017


US$000

US$000




Current:



Insurance premium funding

217

435


               

               

 

                The insurance premium funding arrangement has an effective interest rate of 5.56%. There is no security or charge over property with respect to the borrowings.

 

 

24.          TRADE & other payableS, accruals aND PROVISIONS

 


As at

As at


June 30,

March 31,


2017

2017


US$000

US$000




Current:



Trade payables

4,254

2,625

Other payables

385

704

Accruals - others

11,746

7,165

Accruals - finance costs

893

893

Provision for long service leave

848

815

Other provisions

562

328


_______

_______


18,688

12,530


               

               

 

                These amounts are non-interest bearing and repayable on demand. Payables are normally settled on 30 days terms.

 

 

25.          CONVERTIBLE BONDS and derivative financial instruments

 


As at

As at


June 30,

March 31,


2017

2017


US$000

US$000




Non-Current:



Convertible bonds

8,173

-

Accretion expense (Note 9)

6

-


_______

_______


8,179

-


               

               

 

(a)     Liability component of convertible bonds


As at

As at


June 30,

March 31,


2017

US$000

2017

US$000




Proceeds from issue of  convertible bonds, gross

10,000

-

Derivative financial instruments at inception

(1,574)

-


_______

_______

Liability component to be recognized at inception

8,426

-

Less: convertible bonds issuance costs

(253)

-


_______

_______

Liability recognized at inception, net of costs

8,173

-

Cumulative accretion expense

6

-


_______

_______

Liability component of convertible bonds

8,179

-


              

              

 

(b)     Derivative financial liabilities

 


As at

As at


June 30,

March 31,


2017

US$000

2017

US$000




Derivative component of convertible bonds

1,574

-


           

           

 

 

                Pursuant to the establishment of the convertible debt Facility with Tyrus, Jadestone paid a structuring fee equal to 2% of the total amount of the Facility.  Jadestone is also required to pay a standby fee equal to 1% per annum on all undrawn amounts until maturity. The Facility will mature after three years, at which time Tyrus will have the option to convert the full amount of any principal owing under the Facility into common shares of the Company at a conversion price of C$0.50. Tyrus also has the option to convert any principal owing under the Facility at any time prior to maturity and the option to require the Company to draw down all undrawn amounts at any time prior to 15 days from maturity.

 

                As at June 30, 2017, the Company had drawn down US$10 million from the Facility, to fund capital expenditures and for related corporate purposes.  The interest on the convertible bonds for the quarter ended June 30, 2017 amounted to US$8,219 (3-months ended June 30, 2016: Nil) (Note 9). In addition to this, the Company has capitalized bond accretion expenses of US$5,781 (Note 9). The structuring fee of US$560,000 was initially capitalized in the financial statements as a prepaid expense (Note 17). Following the draw down, the Company has commenced amortization of the structuring fee over the remaining period of the bond. The standby fees accrued by the Company amounting to US$68,712 (3-months ended June 30, 2016: Nil) for the 3-months ended June 30, 2017, have been included in Finance Costs (Note 9).

 

                The 3% issue discount on the issuance of the convertible bonds amounted to US$300,000 (3-months ended June 30, 2016: Nil).  The portion of the discount fee attributable to the bond of US$252,771 has been included in the carrying value of convertible bonds, and the remaining attributable to the options embedded in the bonds of US$47,229 has been charged to the profit and loss during the 3-months ended June 30, 2017 (Note 9).

 

                The fair value of the options embedded in the bonds is recognized as a derivative financial instrument in the consolidated interim statement of financial position as a liability. The balance is recognized as convertible bonds in the consolidated interim statement of financial position as a liability.

 

                The Black-Scholes option-pricing model, with the following assumptions, was used to estimate the fair value of the options embedded in the bonds on the date drawn down:

 




Bond drawn down on




June 27, 2017

Risk-free interest rate



1.00%

Expected life



2.3 years

Expected volatility



54.4%

Share price



C$0.36

Exercise price



C$0.50

Expected dividends



Nil

 

 

                Subsequent to the period end, the Company drew down an additional US$5 million from the Facility to further fund capital expenditures and for related corporate purposes.  By July 13, 2017 the Company had received the proceeds of this drawdown.

 

 

 

26.          Financial instruments, FINANCIAL RISKS AND CAPITAL MANAGEMENT

 

                Categories of financial instruments

 


As at

As at


June 30,

March 31,


2017

2017


US$000

US$000

Financial assets



Receivables

27,668

21,191

   (including cash and cash equivalents)

               

               









 

Financial liabilities



At amortised cost:



Borrowings, provisions and payables

105,360

97,069

At fair value:



Convertible bonds & derivative financial instruments

9,753

-


               

               


115,113

97,069


               

               

 

                Financial Instruments

 

                The Group's financial instruments that are not measured at fair value comprise cash and bank balances, other receivables, other payables and accruals. As at June 30, 2017 management considers that the carrying amounts of financial assets and financial liabilities in the financial statements approximate their fair value.

 

                Fair values are based on management's best estimates after consideration of current market conditions.  The estimates are subjective and involve judgment and as such are not necessarily indicative of the amount that the Group may incur in actual market transactions.

 

                Commodity Price Risk

 

                The Group has exposure to price risk in its exploration and production of oil and gas business. Jadestone does not currently have in place any hedging arrangement, however the Group may consider the use of derivative financial instruments to hedge the exposure to oil and/or gas price fluctuation at any time in the future.

 

                Commodity price sensitivity

 

                The results of operations and cash flows of oil and gas production can vary significantly with fluctuations in the market prices of oil and/or natural gas.  These are affected by factors outside the Group's control, including the market forces of supply and demand; regulatory and political actions of governments; and attempts of international cartels to control or influence prices.

 

                At the end of reporting period, if the oil and gas price increases by 10% and all other variables were held constant, the Group's loss for the 3-months ended June 30, 2017 will decrease by US$1,124,100 (3-months ended June 30, 2016 : US$533,900).

 

                Foreign Currency Risk

 

                Foreign currency risk is the risk that a variation in exchange rates between United States Dollars ("US Dollar") and foreign currencies will affect the fair value or future cash flows of the Company's financial assets or liabilities.

 

                Cash and bank balances are generally held in the currency of likely future expenditures to minimize the impact of currency fluctuations.  It is the Group's normal practice to hold the majority of funds in US Dollars in order to match the Group's revenue and expenditures.  The Company's US$28.0 million convertible debt facility is a US Dollar denominated instrument.

 

                In addition to United States Dollars, the Group transacts in various currencies, including Canadian Dollars, Singapore Dollars, Australian Dollars, Indonesian Rupiah, Vietnamese Dong, and Malaysian Ringgit.  No sensitivity analysis has been prepared for carrying amounts of monetary assets and liabilities denominated in these foreign currencies as the Group does not expect any material effect arising from the effects of reasonably possible changes to the exchange rate for these foreign currencies.

 

                Interest Rate Risk

 

                The Group's interest rate exposure arises from some of its cash and bank balances and short-term borrowings.  The Group's other financial instruments are non-interest bearing or fixed rate, and are therefore not subject to interest rate risk.

 

                Jadestone holds some of its cash in interest bearing accounts and short-term deposits.  Interest rates currently received are at historical lows.  Accordingly, a downward interest rate movement would not cause significant exposure to the Group.

 

                The balance of short term borrowings as at June 30, 2017 amounts to US$217,000 (March 31, 2017: US$435,000).  The 7.5% coupon on the Company's US$28 million convertible bond facility is a fixed rate coupon (Note 25).

 

                Any interest rate movement would not cause significant exposure to the Group. 

 

                Credit Risk

               

                Credit risk represents the financial loss that the Company would suffer if a counterparty in a transaction fails to meet its obligations in accordance with the agreed terms. The Company actively manages its exposure to credit risk granting credit limits consistent with the financial strength of the counterparties and customers, requiring financial assurances as deemed necessary, reducing the amount and duration of credit exposures and close monitoring of relevant accounts.  Stag Oilfield production, our largest credit risk exposure, is currently sold to an investment grade customer in the energy sector, subject to customary industry credit risk.  The Group's other trade and other receivables are primarily with (i) governments for recoverable amounts of value added taxes, and with (ii) joint venture partners in the oil and gas industry.

 

                The Group's trade receivables pertain to proceeds from oil and gas sales. The Group trades only with recognised, creditworthy third parties. Where Jadestone operated joint ventures on behalf of partners it sought to recover the appropriate share of costs from these partners. The majority of the partners in these ventures were well established oil and gas companies. In the event of non-payment, Jadestone had recourse to increase its venture share under the operating agreements.

 

                The maximum credit risk exposure relating to financial assets is represented by their carrying value as at the balance sheet date.

 

                Liquidity Risk

 

Liquidity risk is the risk that the Company will not be able to meet all of its financial obligations as they become due.  This includes the risk that the Company cannot generate sufficient cash flow from producing assets or is unable to raise further capital in order to meet its obligations. The Company manages its liquidity risk by lowering the production costs of Stag's operations (with full legal ownership effective from July 10, 2017), positive cash flow from Ogan Komering, on-going cost reduction initiatives, drawing on the convertible bond facility to meet necessary capital expenditure needs, mergers and acquisition strategies, and bank balance at hand.  The Company believes it has sufficient liquidity to meet all reasonable scenarios of operating and financial performance for the next 12 months.

 

                The table below analyses the Group's financial liabilities into relevant maturity groupings at the reporting date based on the remaining period to the contractual maturity date.  The amounts disclosed in the table are the contractual undiscounted cash flows. Balances due within 12 months equal their carrying balances as the impact of discounting is not significant. The maturity profile is:

 


As at

As at


June 30,

March 31,


2017

2017


US$000

US$000

Less than 1 year






Trade & other payables, accruals and provisions (Note 24)

18,688

12,530

Borrowings (Note 23)

          217

        435


       18,905

   12,965


                

              

 

 

                Capital Management

 

                The Company manages its capital structure and makes adjustments to it, based on the funds available to the Company, in order to support the acquisition, exploration and development of resource properties.  Given the nature of the Company's activities, the Board of Directors does not establish quantitative return on capital criteria for management, but rather works with management to ensure that capital is managed effectively and the business has a sustainable future.

 

                To carry-out planned assets acquisition, exploration and development, and to pay for administrative costs, the Company will spend its existing working capital and will work to raise additional funds as needed.

 

                Management reviews its capital management approach on an ongoing basis and believes that this approach, given the relative size of the Company, is reasonable.  There were no changes in the Company's approach to capital management during the financial period ended June 30, 2017.  The Company is not subject to externally imposed capital requirements.

 

 

                Fair Value Measurements

 

                The Group discloses fair value measurements by level of the following fair value measurement hierarchy:

 

(i)            Quoted prices (unadjusted) in active markets for identical assets or liabilities (Level 1);

 

(ii)           Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly (Level 2); and

 

(iii)          Inputs for the asset or liability that are not based on observable market data (unobservable inputs) (Level 3).

 

                The Group only measures its derivative financial instruments at fair value and that has been classified as Level 3. If one or more of the significant inputs is not based on observable market data, the instrument is included in Level 3. The financial instruments that are recorded in the Level 3 category comprise of unquoted equity investments/ liabilities. The fair values of these financial instruments are measured using valuation techniques that incorporate assumptions that are not evidenced by prices from observable current market transactions.  Instead, they are based on "unobservable" inputs reflecting management's "own assumptions" about the way assets would be priced.

 

 

27.          SEGMENT INFORMATION

 

                For management purposes, the Group operates in two business segments, namely exploration and production of oil and gas.  The geographic focus of the business is on SEA and Australia.

 

                Revenue and non-current assets information based on the geographical location of assets respectively are as follows:

 


Revenue

Non-current assets

 


3-months

3-months




ended

ended

As at

As at


June 30,

2017

June 30,

2016

June 30,

2017

March 31,

2017


US$000

US$000

US$000

US$000

Producing Assets





Australia

11,953

-

81,794

78,781

SEA - Indonesia

6,181

-

3,940

4,374

 

Exploration and Evaluation Assets





SEA - Vietnam

-

-

54,803

54,560

SEA - Philippines

-

-

50,393

50,369






Others

              - 

-

117

69


________

________

________

________


18,134

-

191,047

188,153


________

________

________

________

 







----------------3-months ended June 30, 2017 ---------------

----------3-months-ended June 30, 2016 -------   






Production Assets

Exploration Assets

Corporate

Total

Exploration Assets

Corporate

Total





US$000

US$000

US$000

US$000

US$000

US$000

US$000

Revenue




    18,134

-

    18,134

-

-

-

Cost of sales




  (24,621)

 -

  (24,621)

-

-

-

Depletion and amortisation


     (2,443)

 -

     (2,443)

-

-

-

GROSS LOSS



     (8,930)

-

    (8,930)

-

-

-













Staff costs




  (340)

  (153)

(2,617) 

(3,110)

(294)

(2,010)

(2,304)

Other operating expenses


(684)

   (282)

  (818)

    (1,784)

(271)

(177)

(448)

Share-based payments


    -

(149) 

     (149)

-

(6)

(6)

Depreciation




       (16)

     (16)

       (32)

-

(11)

(11)

Expensed exploration costs


             -  

(14)

     (14)

(69)

-

(69)

Joint operator overhead charge recovered

             -  

32

        32

70

-

70

Impairment of Asset



             -  

-

-

  -

(2,562)

-

(2,562)

Write back of impairment of materials and spare parts


 

             -  

 

29

 

 -

 

  29

 

-

 

-

 

-

Write back of impairment of intangible exploration asset

Back costs recovered

Foreign exchange gain/(loss)


 

-

-

94

 

400

234

-

 

-

-

(20)

 

400

234

74

 

-

-

-

 

-

-

(10)

 

-

-

(10)

Interest income


-

-

1

1

-

1

1

Finance costs


-

-

(744)

(744)

-

-

-













LOSS BEFORE TAX



     (9,876)

  246

  (4,363)

  (13,993)

(3,126)

(2,213)

(5,339)


                As at June 30, 2017, revenue from one (2016: Nil) customer who is domiciled in Singapore contributed to 66% (2016: Nil) of the Group's total revenue.

 

 

28.          financial commitments

 

                cOMMITMENTS UNDER OPERATING LEASES AND EXPENSES FOR the PERIOD

 

                The Group has recognized the following expense during the period related to operating leases:

 

                                                                                                                                                 As at                         As at

                                                                                                                                            June 30,                 March 31,

                                                                                                                                                  2017                           2017

                                                                                                                                             US$000                     US$000

                Operating lease rental:

                -       Land and buildings                                                                                          614                             644

                -       Other                                                                                                                    77                               55

                                                                                                                                                                                             

                                                                                                                                                    691                             699

                                                                                                                                                                                             

 

                The Group has entered into commercial leases as a lessee in respect of the rental of office premises, office equipment and cars.  Future minimum rentals payable under non-cancellable operating leases as at quarter ended are as follows:





As at

As at


June 30,

2017

March 31,

2017


US$000

US$000

Amount to be paid:



Not later than one year

758

886

After one year but not more than five years

            541

       699


         1,299

       1,585


_________

_______

 

 

                SEA PORTFOLIO PSC OPERATIONAL COMMITMENTS

 

                Certain PSCs and Service Concessions have firm capital commitments where we are required to participate in minimum exploration activities.  The Group has the following outstanding minimum exploration commitment:


As at

June 30,

2017

As at

March 31,

2017


US$000

US$000




Not later than one year

10,000

10,000

After one year but not more than five years

                 -       

                 -


          10,000

         10,000


_________

_________

 

                The Southeast Asia portfolio PSC operational commitment as at June 30, 2017 amounting to US$10,000,000 relates to the minimum work commitment outstanding in Exploration Phase Two of Block 46/07 PSC for the drilling of a further well.

 

                Drilling of this well has been delayed as a result of Petrovietnam Exploration Production Corporation's outline development plan deliberations. The Group is seeking a further extension to Exploration Phase Two of the Block 46/07 PSC in order to maintain the alignment of appraisal and development drilling.

 

 

                Stag Oilfield Operational Commitments

 

                The treated oil from the Stag Oilfield is pumped 2 kilometres to a leased vessel permanently moored to a catenary anchor leg mooring buoy.  The following commitments relate to the FSO facility service agreement:

 



As at

June 30,

2017



US$000




Not later than one year


17,507

After one year but not more than five years


92,248

After five years


       16,552



126,307



_________

         

29.          CONTINGENT LIABILITES

 

                Stag Oilfield Contingent Liabilities

 

                The Group may be responsible for certain contingent payments after 2017 of up to US$15 million which are linked to future expansion of the oilfield and oil price appreciation above agreed price levels.  At this stage, the Group's management does not consider it probable that the conditions necessary to trigger the contingent payments will occur.  Accordingly, as at June 30, 2017, no provision has been recognised in the financial statements.



 

30.      RELATED PARTY TRANSACTIONS

 

                During the period, the Group entities did not enter into any transactions with related parties other than the following:

 

                Compensation of directors and key management personnel

 

                The remuneration of directors and other members of key management during the quarter was as follows:

 


3-months

ended

June 30,

2017

3-months

ended

June 30,

2016


US$000

US$000




Short-term benefits

919

658

Other benefits

231

-

Termination payments

-

865

Share-based payments

          124

                6


1,274

1,529

                                                                                           

________

_________

 

               

31.          EVENTS AFTER THE REPORTING PERIOD

 

                In June 2017, the Company entered into discussions with Tyrus to draw down US$15 million from the convertible bond facility (Note 25), to fund capital expenditures and for related corporate purposes.  The first US$10 million of the draw down was received during the reporting period.  The Company received the remaining US$5 million on July 13, 2017.

 

                Pursuant to the transfer of operatorship of Stag Oilfield to the Company on July 10, 2017, the Company has placed US$10 million of cash on deposit in support of a bank guarantee to a key contractor to support the Company's obligations under a long term contract.

 

                On August 23, 2017 the Company received notification that its latest application for a one-year extension on the Block 46/07 PSC Exploration Phase Two has been approved by the Prime Minister of Vietnam, effective to June 29, 2018.

 



 

 

 

 

 

 

Jadestone Energy Inc.

 

MANAGEMENT'S DISCUSSION AND ANALYSIS

 

for the 3-months ended June 30, 2017


This management discussion and analysis ("MD&A") of the financial position and results of operations for Jadestone Energy Inc. (the "Company", or "Jadestone") is prepared as at August 29, 2017 and should be read in conjunction with the Company's unaudited condensed consolidated interim financial statements for the 3-months ended June 30, 2017 (the "Financial Statements"), and the Company's audited consolidated financial statements and related notes as at and for the year ended March 31, 2017.  The Financial Statements and comparative information presented therein have been prepared in accordance with International Financial Reporting Standards. The Financial Statements are expressed in United States Dollars ("US$") and have not been reviewed by the auditor.

 

 

FORWARD LOOKING STATEMENTS

 

Certain statements contained in the following MD&A may constitute forward-looking statements. Such forward-looking statements involve a number of known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements.

 

 

CORPORATE OVERVIEW & STRATEGY

 

The Company is an oil and gas company incorporated in Canada. The Company's common shares are listed on the TSX Ventures Exchange under the symbol JSE.

 

The Company and its subsidiaries (the "Group") are engaged in production, development, and exploration and appraisal activities in Australia, Indonesia, Vietnam and the Philippines.  The Company's current two producing assets are in the Carnarvon Basin, offshore Western Australia and onshore Sumatra, Indonesia.

 

The Stag Oilfield, which is in block WA-15-L, is located 60km offshore Western Australia in a water depth of approximately 47 metres.  As at March 31, 2017 the field contained total proved and probable reserves of 17.8 million barrels of oil (100% net to Jadestone). 

 

The Ogan Komering Production Sharing Contract ("PSC") is located onshore South Sumatra, Indonesia. The production rate of the block in the 3-months ended June 30, 2017 averaged 1,489 barrels of oil equivalent ("boe") per day (Jadestone net 50% working interest); approximately sixty six percent oil and thirty four percent gas (3-months ended June 30, 2016: Nil).  Jadestone will seek an independent reserves evaluation for the Ogan Komering PSC once the Company's participation is confirmed in the new PSC in 2018.

 

The current Southeast Asia ("SEA") exploration and pre-development asset portfolio comprises approximately 6.0 million acres of awarded acreage and consists of two Service Contracts ("SCs") in the Philippines (SC-56 and SC-57) and three PSCs in Vietnam (Block 51, Block 46/07 and Block 127).

 

Jadestone's Southeast Asian portfolio includes discovered resources in three gas fields in Vietnam and two gas fields in the Philippines, along with a portfolio of exploration assets. The discoveries contain gross 2C Contingent Resources of 211.6 million barrels of oil equivalent (consisting of 1,148 billion cubic feet ("Bscf") of gas and 20.3 million barrels of associated liquids), representing net to Jadestone 2C Contingent Resources of 135.2 million barrels of oil equivalent (consisting of 717 Bscf of gas and 15.6 million barrels of associated liquids) following the recent decision by Petrovietnam Exploration Production Company ("PVEP") to relinquish its 30% working interests in the three discovered Vietnamese gas fields.

 

In addition to the existing Southeast Asian portfolio, the Company announced, on August 9, 2016, that Mitra Energy (Vietnam 05-1) Pte Ltd, a wholly-owned subsidiary of the Company, as buyer, and the Company, as guarantor, have signed a definitive sale and purchase agreement with Teikoku Oil (Con Son) Co., Ltd ("Teikoku"), a wholly-owned subsidiary of Inpex Corporation, as seller, for the acquisition of a 30% working interest in the Blocks 05-1b and 05-1c PSC ("Block 05-1 PSC").  The proposed Block 05-1 acquisition remains subject to a statutory pre-emption right held by Vietnam Oil and Gas Group ("PVN") under Vietnamese law.

 

Jadestone plans to become a significant E&P player in the Asia Pacific region, focusing largely on (i) the strong gas market demand in the countries within which it operates and (ii) oilfields where significant technical upside exists within the reservoir. Jadestone's strategy is to deploy its proven operating capability in Asia Pacific to create exceptional value through multiple strands of re-investment activity, including enhanced reservoir recovery, safe and efficient development of discovered resources, commercial and license re-negotiations and near-field low risk exploration tie-backs. Specifically, Jadestone will (i) acquire assets with production or discovered resources in the Asia Pacific region, (ii) move its existing discoveries towards production into the energy-short markets of the host countries in which it is active, and (iii) collaborate with current and future farm-in partners to deliver carried high impact exploration drilling.

 

The Company's head office is located at Keppel Towers, #15-05/06, 10 Hoe Chiang Road, Singapore 089315. The registered office of the Company is 2600 Oceanic Plaza, 1066 West Hastings Street, Vancouver, British Columbia, V6E 3X1 Canada.

 

 

ACQUISITION OF STAG OILFIELD

 

On November 11, 2016, the Company announced that Jadestone Energy (Australia) Pty Ltd (formerly named Mitra Energy (Australia) Pty Ltd), as buyer, and Jadestone, as guarantor, had satisfied the conditions precedent to closing the Stag Oilfield acquisition and the acquisition had closed.  At closing, a cash consideration of US$10 million was paid by Jadestone to Quadrant Northwest Pty Ltd ("Quadrant Energy") and Santos Offshore Pty Ltd. The payment was funded from the proceeds of the private placement of common shares completed on November 8, 2016.

 

In addition to the purchase consideration, a further US$10 million was paid in connection with the settlement of working capital adjustments.  On July 10, 2017 Jadestone provided a bank guarantee in the amount of US$10 million to a key contractor to the Stag Oilfield to support Jadestone's obligations under a long-term contract. Jadestone may also be responsible for certain contingent payments after 2017 of up to US$15 million which are linked to future expansion of the oilfield and oil price appreciation above agreed price levels. 

 

Following the closing of the transaction, Quadrant Energy continued to perform their duty as operator of the Stag Oilfield on behalf of Jadestone under a transitional services agreement until July 10, 2017, after which the full legal ownership was transferred to Jadestone.

 

 

ACQUISITION OF OGAN KOMERING PSC

 

On March 9, 2017, Jadestone Energy International Holdings Inc. ("JEIH"), a wholly-owned subsidiary of the Company, closed the acquisition of a fifty percent (50%) interest in the Ogan Komering PSC, Sumatra, Indonesia for a total consideration of US$1.6 million.  JEIH, as buyer, and Jadestone Energy Limited, as guarantor, signed a definitive Sale & Purchase Agreement ("SPA") with Repsol Oil & Gas Canada Inc., as seller, for the acquisition of all issued and outstanding shares in Talisman (Ogan Komering) Ltd ("TOKL").

 

TOKL holds a fifty percent (50%) interest in the PSC. The SPA was signed and the acquisition closed concurrently. The PSC's corresponding block is located in South Sumatra, Indonesia. The remaining fifty percent (50%) in the PSC is held by PT Pertamina Hulu Energi Ogan Komering ("Pertamina Ogan Komering"), an affiliate of PT Pertamina Persero, Indonesia's national oil company. TOKL, together with Pertamina Ogan Komering, operates the PSC through a joint operated body.

 

 

OPERATIONAL ACTIVITIES

 

Producing Assets

 

Australia

 

Stag Oilfield

 

Production at the Stag Oilfield averaged 2,570 barrels a day for the quarter.  Production was negatively impacted in the quarter by downtime associated with three workovers, one workover on the 25H well which was a normal ESP replacement, and two on wells 36H and 37H, which also included extended shut-ins periods due to casing integrity issues. 

 

On July 10, 2017, the Company secured operatorship and legal title of the Stag Production facility, having fulfilled all of the regulatory requirements necessary to assume operatorship. All systems inclusive of satellite communications and new business management systems have been completed without disruption to operational performance.

 

Stag production performance has improved substantially due to successful completion of the 36H and 37H workovers in June, and successful facility and well performance optimization, since assuming operatorship.

 

Indonesia

 

Ogan Komering PSC

 

Jadestone's net working interest share of production from the Ogan Komering PSC for the quarter averaged 977 barrels per day of oil and 3,071 mmbtu/day of natural gas. This was equivalent to an aggregate of 1,489 boe/day. This was consistent with the business plan and the Company remains focused on maintaining safe operations and sustaining production levels going forward.

 

 

Exploration, appraisal and pre-development assets

Vietnam

Malay-Tho Chu Basin

 

Jadestone operates three PSCs (Blocks 51, 46/07 and 45) and has three gas and condensate discoveries in the area known as the Malay-Tho Chu Basin.  Prior to May 1, 2017, Jadestone (70%) operated these three blocks with its partner PVEP (30%).

 

Effective May 1, 2017, PVEP relinquished its thirty percent (30%) working interests in Blocks 46/07 and 51 to focus on its two large domestic projects and amidst a resource constrained environment, leaving Jadestone as operator with a 100% working interest in the blocks.  Jadestone's strategy is to aggregate gas resources in the Vietnam Malay-Tho Chu Basin and accelerate the delivery of the Company's gas resources to Vietnamese demand centres.  In this respect, Jadestone is working closely with the Vietnamese government regulator, PVN to bring the existing gas discoveries in Blocks 46/07 and 51 towards production with a view to selling the gas into Vietnam.

 

The potential volume of gas reserves attributed to Block 45 have been assessed to be non-commercial and as such, both Jadestone and PVEP announced to PVN their intention to relinquish their interests in Block 45 effective June 26, 2017, being the end of the current Exploration Phase.

 

The process for amending the two PSC licenses for PVEP's withdrawal, and for the relinquishment of Block 45, is underway.    

 

With respect to the discoveries in the two Blocks that are being retained, Vietnamese Government compliant Reserve Assessment Reports for both the Nam Du (Block 46/07 PSC) and U Minh (Block 51 PSC) fields were approved by the Prime Minister of Vietnam in January, 2016. 

 

Outline Development Plans ("ODPs") for the Nam Du and U Minh fields were submitted to PVEP and PVN on November 8, 2016 for endorsement and approval before submission to the Ministry of Industry and Trade.  Subsequent to PVEP's withdrawal from the blocks and with the support of PVN, Jadestone is revising the two ODP's to reflect a standalone development for the combined fields based on Jadestone having a 100% working interest.  Concurrent with this, Jadestone is positioning itself to enter the define phase of the project (front end engineering and design, field development plan studies, and preparation of a gas sales agreement), immediately upon ODP approval.

 

Exploration Phase Two of the Block 51 PSC expired on June 10, 2016 and rather than enter Exploration Phase Three, the PSC joint venture parties applied for Suspended Development Area ("SDA") status over both the U Minh and Tho Chu fields.  Jadestone was advised on December 26, 2016 that SDA status had been approved by the Prime Minister for both Tho Chu and U Minh for a five-year period as from June 11, 2016.  The SDA status enables the asset to be retained for up to five years, with a possible further two-year extension, pending external events.  For the U Minh Field, the SDA is expected to last only until approval of the ODP, at which point it will become a development/production area.  The Tho Chu Field will remain as an SDA, pending clarity on the availability of new pipeline infrastructure which is planned for the area north-west of Block 51.

 

There is one remaining commitment well for Block 46/07 which is planned to be drilled as an appraisal well on the Nam Du field to facilitate the transition of 3C to 2C resources.  The well is also being designed to be suspended as a potential future production well.  This commitment well was initially planned to coincide with development drilling on the Nam Du field in 2017-18 and, to this end, Jadestone submitted a request for a further one-year extension to Exploration Phase Two of the Block 46/07 PSC.  The Prime Minister of Vietnam approved this extension request on July 19, 2016, thereby extending Exploration Phase Two to June 29, 2017. 

 

With the ongoing delays in the ODP approval, development drilling has been further delayed. Accordingly, Jadestone requested a further one-year extension to Exploration Phase Two on May 31, 2017. Jadestone has also indicated that it intends to request an additional one-year extension prior to this latest proposed extension expiring in June 2018, so as to maintain the alignment of appraisal and development drilling. On August 23, 2017 the Company received notification of the approval from the Prime Minister of Vietnam of the latest one-year extension request, with the extension effective to June 29, 2018.

 

 

 

Block 127 PSC

 

Jadestone operates Block 127 PSC with a 100% working interest. The block covers an area of over 9,000 km² and is located at the southern end of the Phu Khanh Basin, off the east coast of Vietnam.

 

On February 16, 2016, Jadestone requested a further extension to Exploration Phase One of the PSC in order to complete a farm-out process ahead of committing to exploration drilling in the block.  Prime Ministerial approval of the one-year extension was received on May 24, 2016, giving an Exploration Phase One expiry of May 24, 2017.  Despite an unsuccessful farm-out campaign, Jadestone made the decision in Q1 2017 to request a further one-year extension to Exploration Phase One, with no further work commitment, in order to continue farm-out efforts, or to relinquish the PSC in May 2018. Approval for this one-year extension to May 2018 was given by the Prime Minister of Vietnam in May 2017.  

 

 

Block MVHN/12KS PSC

 

Jadestone operated onshore Block MVHN/12KS PSC with a 100% working interest. The block covers an onshore extension of the producing Song Hong Basin and was signed as a shale gas PSC in 2013.

 

In June 2016, the Company performed a review of its asset base. As a result of that review, the Company decided to relinquish Vietnam PSC MVHN/12KS at the end of Exploration Phase One, upon completion of the minimum commitment work programme.  Jadestone informed PVN of its relinquishment decision on January 23, 2017 and final government approval for this relinquishment was received on June 30, 2017.  The Company fully impaired the Block in the financial year ended March 31, 2017.  

 

 

Block Vietnam 05-1

 

On August 9, 2016, the Company announced that Mitra Energy (Vietnam 05-1) Pte Ltd, a wholly-owned subsidiary of the Company, as buyer, and the Company, as guarantor, have signed a definitive SPA with Teikoku, a wholly-owned subsidiary of Inpex, as seller, for the Block 05-1 acquisition of a 30% working interest in the Block 05-1 PSC for a total cash consideration of US$14.3 million subject to normal closing adjustments.  The proposed Block 05-1 acquisition remains subject to a statutory pre-emption right held by PVN.  If PVN were to pre-empt, they would be required to match the terms agreed by Jadestone and Inpex in the SPA.  Completion of the proposed Block 05-1 acquisition is conditional on obtaining all required approvals, including the approvals of the Government of Vietnam, PVN and partners.

 

 

Philippines

 

Service Contract 56


Jadestone holds a 25% interest in SC 56 in partnership with operator Total E&P Philippines B.V. ("Total").  Four wells have previously been drilled on SC 56, resulting in the Dabakan and Palendag discoveries.

 

In September 2012, Total farmed into SC 56 and assumed a 75% interest, with Jadestone remaining as operator. In August 2014, Total formally confirmed its intention to drill an exploration well on the Halcon prospect in SC 56 and, as a result, operatorship was transferred to Total effective October 25, 2014.  The Company views Halcon as an economically viable prospect with significant resource potential.  Total has subsequently informed Jadestone and the Philippines's Department of Energy that it does not intend to drill an exploration well on the Halcon prospect.  Total has stated that it is undertaking a review of data to identify an economically viable prospect on the block.

 

In October 2014, the Philippines's Department of Energy approved an exploration period extension of five years from August 31, 2015, resulting in a continuing exploration period until September 1, 2020.  

 

 

Service Contract 57

 

In March 2006 PNOC Exploration Company entered into a farm-in agreement with Jadestone, which allows Jadestone to obtain a 21% interest in exchange for paying 30% of the costs during the first two exploration sub-phases in Service Contract 57.  Governmental approval for the farm-in remains outstanding and, consequently, this block is in a Force Majeure status.

 

 

Indonesia

Bone PSC

 

Jadestone held a 60% operating interest in the Bone PSC Block, offshore Sulawesi, in partnership with Azimuth Indonesia Limited ("Azimuth").

 

On May 4, 2017, a wholly-owned subsidiary of the Group, Mitra Energy (Indonesia Bone) Ltd, signed a withdrawal agreement with Azimuth Indonesia Ltd for the transfer of its 60% working interest and operatorship of the Bone PSC to Azimuth. The transfer was effective from April 15, 2017, but remains subject to final government approval. This is consistent with the Company's strategy to exit long dated, higher risk, non-carried exploration. Accordingly, the Company had fully impaired the Block in the financial year ended March 31, 2017.

 

 

Sibaru PSC

 

Jadestone held a 100% operated interest in the Sibaru PSC Block, offshore Java Sea.  Following the completion of the review of the remaining prospectivity of this block, a notice of relinquishment was submitted to the Government of Indonesia via its institution, Satuan Kerja Khusus Pelaksana Kegiatan Usaha Hulu Minyak dan Gas Bumi ("SKKMIGAS") on April 24, 2015.  SKKMIGAS approved final relinquishment on February 8, 2017.  The Company is currently in the process of closing the Indonesian tax file.

 

 

Titan PSC

 

Jadestone held a 25% non-operated interest in the Titan PSC Block, offshore Java Sea.  AWE (Titan) NZ Limited, the operator of the Titan PSC, commenced the relinquishment process for the Titan PSC in 2014.  On October 23, 2015 Mitra (Indonesia - Titan) Ltd and co-venture partner Baruna Oil & Gas Ltd ("Baruna") both signed an agreement with AWE (Titan) NZ Limited that released Jadestone and Baruna from any future liabilities under the PSC up to the point of final relinquishment.  The Titan PSC was relinquished on August 1, 2016.

 

 

 

 

NE Natuna PSC

 

Jadestone held a 90% operated interest in the NE Natuna PSC Block, offshore Natuna Sea.  A notice of relinquishment was submitted to SKKMIGAS on May 29, 2015.  On August 1, 2016, SKKMIGAS notified Jadestone that the Government of Indonesia had approved the final relinquishment of the PSC area.

 

SELECTED FINANCIAL INFORMATION

The following table provides selected financial information of the Company, which was derived from, and should be read in conjunction with, the unaudited Financial Statements for the 3-months ended June 30, 2017:

 

RESULTS OF OPERATIONS

3-months

ended

3-months

ended


June 30,

2017

US$000

June 30,

2016

US$000

 

Revenue

 

18,134

 

-

Cost of sales

(27,064)

-


                 

                 

Gross profit

(8,930)

-




Staff costs

(3,110)

(2,304)

Other operating expenses

(1,784)

(448)

Share-based compensation

(149)

(6)

Depreciation

(32)

(11)

Write back of impairment of materials and spare parts

29

-

Expensed exploration costs

(14)

(69)

Joint operator overhead charge recovered

32

70

Impairment of exploration assets

-

(2,562)

Gain on disposal of intangible exploration asset

400

-

Back cost recovered

234

-

Foreign exchange (loss)/gain

74

(10)


                 

                 

Operating Loss before Interest and Tax

(13,250)

(5,340)

 

Interest income

1

1

Finance costs

(744)

-


                 

                 

Loss before tax

(13,993)

(5,339)

Taxation

2,215

-


                 

                 

Net loss and comprehensive loss

(11,778)

(5,339)


                 

                 

 

Basic and diluted Loss per ordinary share - US$

 

(0.05)

 

(0.06)


                 

                 

 



The material items, contributing to the results for the period, were as follows:

 

Revenue and Cost of Sales

Stag Oilfield revenues of US$12.0 million during the quarter (3-months ended March 31, 2016: US$Nil) was the result of a lifting of 227,486 bbls, which was sold at an average oil price of US$52.73/bbl.

 

Ogan Komering quarter revenues amounted to US$6.2 million (net to Jadestone) (3-months ended June 30, 2016: US$Nil) comprised the following:

 

Revenue type

Gross value

Production

Average unit price

Oil

$4.0 million

88,879 barrels

US$45.30 per barrel

Gas

$2.2 million

279,514 mmbtu

US$7.71 per mmbtu

Total

$6.2 million

-

-

 

Stag's cost of sales of US$21.7 million (3-months ended June 30, 2016: US$Nil) included workover costs of US$9.2 million (three well workovers to production wells 25H, 36H and 37H, two of which also addressed casing integrity issues), floating storage and offloading activities of US$6.6 million, depletion and amortization of US$2.0 million, off-shore employee costs of US$1.5 million, previous operator's charges of US$1.3 million, repairs and maintenance of US$0.7 million and miscellaneous costs of US$0.4 million.

 

Ogan Komering's costs of sales were US$5.4 million (3-months ended June 30, 2016: US$Nil) comprising royalties of US$2.5 million, operational costs of US$2.5 million  and depletion & amortization of US$0.4 million.

 

Staff Costs

Staff costs for the 3-months ended June 30, 2017 were US$3.1 million (3-months ended June 30, 2016: US$2.3 million). Staff costs increased by $0.8 million, mainly due to the addition of the Stag and Ogan Komering assets.

 

Other Operating Expenses

Other operating expenses for the 3-months ended June 30, 2017 were US$1.8 million (3-months ended June 30, 2016: US$0.4 million). The increase of US$1.4 million was partly due to the increase of professional/consultancy fees of US$0.5 million to support Stag's operation as well as Ogan Komering's operation, and legal fees incurred for the convertible bond facility entered into in November 2016.  In addition, cost recovery was lower by $0.6 million compared to the previous period due to the lower level of activity in the Company's exploration blocks.

 

Office costs increased marginally by US$0.2 million mainly due to Stag's office, the establishment of the Singapore office, and the new Jakarta representative office, partially offset by the closure of Jakarta's legacy office and lower office costs in Kuala Lumpur.

 

Finance Costs

Finance costs for the 3-months ended June 30, 2017 were US$0.7 million (3-months ended June 30, 2016: US$Nil), primarily due to Stag Oilfield asset restoration obligations (ARO) provision accretion expense of US$0.5 million.

 

Taxation

Taxation for 3-months ended June 30, 2017 was a credit of US$2.2 million (3-months ended June 2016 - US$ Nil) consisting of deferred petroleum resources rent tax of US$2.5 million, partly off-set by Indonesian corporate income tax of US$0.3 million.

 

FINANCIAL POSITION

 

The following table provides select financial information of the Company, which was derived from, and should be read in conjunction with the unaudited Financial Statements for the 3-months ended June 30, 2017:

 




Financial Position

As at

June 30, 2017

US$000

As at

March 31, 2017

US$000

Total assets

228,802

222,387

Non-current assets

191,047

188,153

Current assets

37,755

34,234

Current liabilities

18,905

12,965

Non-current liabilities

97,408

85,304

Shareholders' equity

112,489

124,118




 

Total assets at June 30, 2017 were US$228.8 million, an increase of US$6.4 million from March 31, 2017, US$4.2 million of which comprised an increase in cash and receivables.

 

Non-current Assets

 

Non-current assets comprised long-term assets in which the full value will not be realised before one year from the date of the balance sheet. The non-current assets increased by US$2.9 million from March 31, 2017, mainly due to US$2.7 million arising from deferred Australian petroleum resources rent tax at Stag.

 

Current Assets

 

Current assets increased by US$3.5 million from March 31, 2017 primarily due to an increase in receivables from Stag and Ogan Komering operations and from cash.

 

Current Liabilities

 

Trade & Other Payables, Accruals & Provisions

Trade payables, other payables, accruals and provisions increased by US$6.2 million from March 31, 2017. The increases were primarily due to increase in liabilities relating to the Stag Oilfield which include trade payables and accruals.

 

Borrowings

Jadestone has a borrowing of US$0.2 million as at June 30, 2017 related to an insurance premium funding arrangement. This has an effective interest rate of 5.56%.  There is no security or charge over property with respect to the borrowing.

 

Non-current Liabilities

 

Secured convertible bonds & derivative financial instruments

During the quarter, the Group drew down US$10 million from a US$28 million convertible bond facility, entered into with Tyrus Capital Event S.à.r.l. on November 8, 2016.  The cost of conversion embedded in the bond has been calculated using the Black & Scholes model and included as a derivative financial liability instrument.  As at June 30, 2017, the convertible bond was valued at US$8.2 million, after deducting the fair value of the derivative financial instrument (US$1.6 million) and original issue fee attributable to the bond (US$0.3 million).

 

Provision for Asset Restoration Obligations

The Group's ARO, in respect of the future cost of decommissioning the Stag Oilfield facilities increased by US$2.3 million as compared to March 31, 2017.  The balance of the provision is the discounted present value of the estimated cost, which has been assessed by an independent third party at the time of the acquisition.  The present value of the ARO has been calculated based on the estimated Australian risk-free rate of 2.6% prevailing at June 30, 2017.

 

Other Provisions

Other provisions of US$7.0 million relates to a long-term liability associated with the Stag leased floating storage and offloading vessel.  The present value of the liability has been calculated based on the same estimated Australian risk-free rate of 2.6%.

 

Deferred Tax Liabilities

Deferred tax liabilities of US$1.2 million arose from the acquisition of Ogan Komering.

 

 

Shareholders' Equity

 

Shareholder's equity comprises the paid-up share capital, share-based payment reserve and accumulated losses.  The shareholders' equity at June 30, 2017 was US$112.5 million compared to US$124.1 million as at March 31, 2017.  This represented a net decrease of US$11.6 million, contributed mainly from the losses for the quarter of US$11.8 million.

 

 

LIQUIDITY AND CAPITAL RESOURCES

 

Cash at Bank

 

At June 30, 2017 cash at bank was US$15.1 million compared with US$14.5 million as at March 31, 2017. 

The following table provides selected cash flow information for the periods indicated:

 

 

CASH FLOW

3-months

ended

3-months

ended


June 30, 2017

US$000

June 30, 2016

US$000

Cash outflows used in operating activities

(8,129)

(3,669)

Cash outflows used in investing activities

(580)

(867)

Total cash inflows provided by financing activities

9,477

263

Increase/(decrease) in cash during the period

635

(4,273)

Effect of translation on foreign currency cash and cash equivalents

 

(133)

 

-

Cash and equivalent at beginning of period

14,478

9,117

Cash and equivalents at the end of period

15,113

4,844

 

Cash used in operating activities was US$8.1 million in the 3-months to June 30, 2017 compared to US$3.7 million in the 3-months to June 30, 2016. The increase of US$4.4 million compared to the comparative period, was mainly due to net cash used in the Stag operations.

Cash used in investing activities was US$0.6 million in the 3-months to June 30, 2017 compared to US$0.9 million in the 3-months to June 30, 2016.  The decrease of US$0.3 million was mainly due to lower spending on exploration assets of US$0.8 million, coupled with proceeds from the disposal of Bone PSC of US$0.4 million, partly off-set by capex of US$0.6 million and taxation paid of US$0.3 million during the period.

 

Cash provided by financing activities was US$9.5 million in the 3-months to June 30, 2017 compared to US$0.3 million in the 3-months to June 30, 2016. The increase was primarily due to the drawn down on the convertible bond of US$10 million.

 

 

Working Capital Components

 

As at June 30, 2017, the Company's working capital was US$18.9 million compared to US$21.3 million as at March 31, 2017.  A reconciliation of the Company's working capital is as follows:

 


As at June 30, 2017

As at March 31, 2017


Change


US$'000

US$'000

US$'000

Inventories

10,087

10,803

(716)

Receivables and prepayments

12,555

8,953

3,602

Cash and cash equivalents

15,113

14,478

635

Borrowings

(217)

(435)

218

Trade & other payables, accruals and provisions

(18,688)

(12,530)

(6,158)

Net working capital

18,850

21,269

(2,419)

 

The decrease in working capital of US$2.4 million was generally due to the increase in operating payables by US$6.2 million partly off-set by the increase in operating receivables of $3.6 million.  Both changes primarily arose from the Stag operations.

 

 

Convertible Bond Facility

 

In conjunction with an equity private placement on November 8, 2016, Jadestone also entered into a US$28.0 million convertible bond facility (the "Facility") with Tyrus Capital Event S.à.r.l. ("Tyrus").  Under the terms of the Facility, Jadestone has the ability to draw down tranches of US$5 million, subject to Tyrus' approval, and any amounts drawn down are subject to a 3.0% issue discount and will bear interest at the rate of 7.5% per annum payable quarterly.  The Facility will mature after three years, at which time Tyrus will have the option to convert the full amount of any principal owing under the Facility into common shares of the Company at a conversion price of C$0.50.  Tyrus also has the option to convert any principal owing under the Facility at any time prior to maturity and the option to require the Company to draw down all undrawn amounts at any time prior to 15 days from maturity.  The Company drew down US$10 million during the 3 months ended June 30, 2017, and US$5 million subsequent to June 30, 2017, totaling US$15 million from the convertible bond facility, to fund capital expenditures and for related corporate purposes.

 

 



 

Contractual Obligations and Commitments

 

 

 

As at June 30, 2017



Total

US$000s

 

Less than

1 year

US$000s



1-5 years

US$000s


After 5 years US$000s

Lease operating commitments

1,299

758

541

-

Stag Oilfield operational commitments

126,307

17,507

92,248

16,552

SEA portfolio PSC operational commitments

10,000

10,000

-

-

Total contractual obligations

137,606

28,265

92,789

16,552

 

At June 30, 2017, the Group has entered into commercial leases in respect of rental of office premises, office equipment and cars, resulting in operating lease commitments as above.

 

The Stag Oilfield operational commitments relate to the leased floating storage and offloading vessel permanently moored to a catenary anchor leg mooring buoy.

 

The Southeast Asian portfolio PSC operational commitments as at June 30, 2017 comprised an amount of US$10.0 million related to the minimum work commitment outstanding in Exploration Phase Two of the Block 46/07 PSC, for the drilling of a further well.  Drilling of this well has been delayed as a result of PVEP's ODP deliberations.  Jadestone will seek a further extension to Exploration Phase Two of the Block 46/07 PSC in order to maintain the alignment of appraisal and development drilling.

 

 

SHARE CAPITAL

 

As at June 30, 2017, the Company had 221,298,004 issued and outstanding common shares and 1,577,822 of exercisable stock options with a weighted average exercise price of C$0.68 and a weighted average remaining contractual life of 9.01 years.  The 234,641 share purchase warrants as at April 1, 2017 expired and were cancelled during the quarter.

 

Each stock option entitles the holder thereof to acquire one common share of the Company.

 

 

FINANCIAL INSTRUMENTS, FINANCIAL RISKS AND RISK MANAGEMENT

 

The Group's financial instruments that are not measured at fair value are comprised of cash and bank balances, receivables and prepayments, trade & other payables, accruals and current provisions.  As at June 30, 2017, management considers that the carrying amounts of financial assets and financial liabilities in the financial statements approximate their fair value.

 

The Group drew down US$10 million from the $28 million convertible bond facility. As at June 30, 2017, the carrying value of the convertible bonds was US$8.2 million and the carrying value of the embedded derivative financial liability amounted to US$1.6 million.

 

Fair values are based on management's best estimates after consideration of current market conditions.  The estimates are subjective and involve judgement and as such are not necessarily indicative of the amount that the Group may incur in actual market transactions.

 

Interest Rate Risk

 

The Group's interest rate exposure arises from some of its cash and bank balances and short-term borrowings. The Group's other financial instruments are non-interest bearing or fixed rate, and are therefore not subject to interest rate risk.

 

Jadestone holds some of its cash in interest bearing accounts and short-term deposits. Interest rates currently received are at historical lows. Accordingly, a downward interest rate movement would not cause significant exposure to the Group.

 

The balance of short term borrowings as at June 30, 2017 amounts to US$217,000 (as at March 31, 2017: US$435,000). The 7.5% coupon on the Company's US$28.0 million convertible bond facility, drawn down to a total face value of US$10 million as at June 30, 2017, is a fixed rate coupon.

 

Any interest rate movement would not cause significant exposure to the Group. 

 

Foreign Currency Risk

 

Foreign currency risk is the risk that a variation in exchange rates between the United States Dollars (US Dollar) and foreign currencies will affect the fair value or future cash flows of the Company's financial assets or liabilities. 

 

Cash and bank balances are generally held in the currency of likely future expenditures to minimize the impact of currency fluctuations. It is the Group's normal practice to hold the majority of funds in US Dollar in order to match the Group's revenue and expenditures.  The Company's US$28.0 million convertible debt facility is a US Dollar denominated instrument.

 

In addition to US Dollar, the Group transacts in various currencies, including Canadian Dollar, Australian Dollar, Singapore Dollar, Indonesian Rupiah, Vietnamese Dong and Malaysian Ringgit.  No sensitivity analysis has been prepared for carrying amounts of monetary assets and liabilities denominated in these foreign currencies as the Group does not expect any material effect arising from the effects of reasonably possible changes to the exchange rate for these foreign currencies.

 

Commodity Price Risk

 

The Group has exposure to price risk in its exploration and production of oil and gas business. Jadestone does not currently have in place any hedging arrangement, however the Group may consider the use of derivative financial instruments to hedge the exposure to oil and/or gas price fluctuations at any time in the future.

 

Commodity price sensitivity

The results of operations and cash flows of oil and gas production can vary significantly with fluctuations in the market prices of oil and/or natural gas.  These are affected by factors outside the Group's control, including the market forces of supply and demand; regulatory and political actions of governments; and attempts of international cartels to control or influence prices.

 

At the end of reporting period, if the oil and gas price increases by 10% and all other variables were held constant, the Group's loss for the period will decrease by US$1.1 million (as at June 30, 2016: Group's loss for the period would decrease by US$0.5 million).

 

 

 

 

Credit Risk

 

Credit risk represents the financial loss that the Company would suffer if a counterparty in a transaction fails to meet its obligations in accordance with the agreed terms. The Company actively manages its exposure to credit risk granting credit limits consistent with the financial strength of its counterparties and customers, requiring financial assurances as deemed necessary, reducing the amount and duration of credit exposures and close monitoring of relevant accounts.

 

The Group's trade receivables pertain to proceeds from oil and gas sales. The Group trades only with recognised, creditworthy third parties.  Stag Oilfield production, our largest credit risk exposure, is currently sold to an investment grade customer in the energy sector, subject to customary industry credit risk.  All transactions with financial institutions are made with those that have investment grade ratings.  The Group's other trade and other receivables are primarily with (i) governments for recoverable amounts of value added taxes, and with (ii) joint venture partners in the oil and gas industry.

 

Where Jadestone operated joint ventures on behalf of partners it has sought to recover the appropriate share of costs from these partners. The majority of the partners in these ventures are well established oil and gas companies.  In the event of non-payment, Jadestone has recourse to increase its venture share under the operating agreements.

 

The maximum credit risk exposure relating to financial assets is represented by their carrying value as at the balance sheet date.

 

Liquidity Risk

 

Liquidity risk is the risk that the Company will not be able to meet all of its financial obligations as they become due.  This includes the risk that the Company cannot generate sufficient cash flow from producing assets or is unable to raise further capital in order to meet its obligations. The Company manages its liquidity risk by optimising the production costs of Stag's operations (with full legal ownership effective from July 10, 2017), positive cash flow from Ogan Komering, on-going cost reduction initiatives, drawing down on the convertible bond facility to meet necessary capital expenditure needs, mergers and acquisition strategies, and bank balance at hand. The Company believes it has sufficient liquidity to meet all reasonable scenarios of operating and financial performance for the next 12 months.

 

The table below analyses the Group's financial liabilities into relevant maturity groupings at the reporting date based on the remaining period to the contractual maturity date.  The amounts disclosed in the table are the contractual undiscounted cash flows.  Balances due within 12 months equal their carrying balances as the impact of discounting is not significant. The maturity profile is:

 


As at

June 30,

2017

As at

March 31,

2017


US$000

US$000




Less than 1 year



Trade & other payables, accruals and provisions

18,688

12,530

Borrowings

            217

        435


       18,905  

   12,965

 

 

 

 

OFF BALANCE SHEET ARRANGEMENTS

 

The Company has no off-balance sheet arrangements.

 

 

RELATED PARTY TRANSACTIONS

 

During the period, the Group entities did not enter into any transactions with related parties, other than the following:

 

 

Compensation of Directors and Key Management Personnel

 

The remuneration of directors and other members of key management during the period was as follows:

 


3-months ended

3-months ended


June 30,

June 30,


2017

2016


US$000

US$000




Short-term benefits

919

658

Other benefits

231

-

Termination payments

-

865

Share-based payments

                 124

         6


            1,274 

  1,529

 

 

BUSINESS RISKS AND UNCERTAINTIES

 

Jadestone, like all companies in the oil and gas industry, operates in an environment subject to inherent risks. Many of these risks are beyond the ability of a company to control, including those associated with exploring for, developing and producing economic quantities of hydrocarbons, volatile commodity prices, governmental regulations, and environmental matters.

 

Operational

Key risks at an operational level include, but are not limited to: operational and safety considerations, risks from operating in an offshore environment, pipeline transportation and interruptions, reservoir performance and technical challenges, partner risks, competition, technology, our ability to hire and retain necessary skilled personnel, the availability of drilling and related equipment, information systems, seasonality and disruptions from severe weather and metocean restrictions, timing and success of integrating the business and operations of acquired assets and companies, phased growth execution, risk of litigation, regulatory issues, increases in government taxes and other fiscal changes, and risk to our reputation resulting from operational activities that may cause personal injury, property damage or environmental damage.

 

Environmental

Jadestone is currently subject to environmental regulations arising from a variety of federal, regional and/or state legislation, all of which is subject to governmental review and revision from time to time.  Such legislation provides for restrictions and prohibitions on the release or emission of various substances produced in association with certain oil and gas industry operations.  In addition, such legislation sets out the requirements with respect to oilfield waste handling and storage, habitat protection and the satisfactory operation, maintenance, abandonment and reclamation of well and facility sites. 

 

Compliance with such legislation can require significant expenditures and a breach of such requirements may result in suspension or revocation of necessary licenses and authorisations, civil liability for pollution damage and the imposition of material fines and penalties.  Further, environmental legislation is evolving in a manner expected to result in stricter standards and enforcement, larger fines and liability and potentially increased capital expenditures and operating costs.  Jadestone believes that it is and will be in material compliance with current applicable environmental legislation, however no assurance can be given that environmental laws will not result in a curtailment of production or a material increase in the costs of production, development or exploration activities or otherwise have a material adverse effect on Jadestone's business, financial, result of operations and prospects.

 

To mitigate these risks, the Company's HSE policy is reinforced at every stage of each operational contract. As part of all contract tendering, the Company requests, and subsequently audits, the HSE procedures of the relevant sub-contractors to ensure they are in line with standard industry practice, local regulatory and Company requirements.

 

In accordance with industry practice, the Company maintains insurance coverage against losses from certain of these risks. Nonetheless, insurance proceeds may not be sufficient to cover all losses, and insurance coverage may not be available for all types of operational risks.

 

The forgoing list of risks and uncertainties is not exhaustive.

 

 

ADDITIONAL INFORMATION

Additional information relating to the Company, including Management Information Circulars, NI 51-101 oil and gas disclosures, material change reports, and other important items of disclosure, and previous interim and annual consolidated financial statements are available on the System for Electronic Document Analysis and Retrieval at www.sedar.com.

 

 

Click on, or paste the following link into your web browser, to view the associated PDF document.

http://www.rns-pdf.londonstockexchange.com/rns/1479P_1-2017-8-29.pdf

 


This information is provided by RNS
The company news service from the London Stock Exchange
 
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