Final Results

31 July 2014

Xplorer plc

("Xplorer" or the "Company")

Final Results for the year ended 31 March 2014

Xplorer plc (LSE: XPL), a business formed for the purpose of acquiring an undervalued company, business or asset that has operations in the oil and gas sector, reports its Final Results for the year ended 31 March 2014.

All financial amounts are stated in GBP British pounds unless otherwise indicated.

Chairman's Statement

I am pleased to present the annual accounts for the year ended 31st March 2014; a period of continuing strong progress.

Xplorer Plc was incorporated on 12th March 2012 and was successfully admitted as a Standard Listing on the Main Market of the London Stock Exchange on the 11 July 2013, raising £1 million through the placing of 6,250,000 ordinary shares at 16 pence per share from institutional and other professional investors. By March 2014 we had driven our opportunity substantially forward and this enabled us to raise an additional £500,000 at 46 pence per share.

Xplorer plc was formed for the purpose of acquiring undervalued companies or assets in the oil and gas sector guided by an extensive list of 90 or so candidates which we had previously compiled with Sprint Capital. The money we raised has enabled us to conduct extensive research and due-diligence into these potential candidates and having set ourselves ambitious targets, a shortlist was compiled last year. Our Board is supported by Sprint Capital, a Hong Kong based private equity fund and its founders, Chris McAuliffe and Jacqueline Lim, who were invited to join Xplorer as non-executive directors at the time of our formation. Their skills, knowledge and ability have been pivotal in taking us to the position we are now in.

I joined the Board in May 2014 in order to assist in the launch and creation of a cohesive sector focused operating business. Xplorer and Sprint have diligently pursued investment opportunities for a period of time and are currently in exclusive negotiations with three entities. In all cases these discussions are approaching completion. The opportunity set comprises existing production with significant development upside, offshore exploration in a province with high levels of industry activity and finally, a large acreage position in a prospective but under-explored onshore basin. Xplorer and Sprint continue to review other opportunities that could be added to our portfolio.

The legal, financial and technical due diligence reports prepared by our various expert and professional advisers are now in the main, complete and we are in the closing stages of bringing the three candidates together under the Xplorer umbrella with plans to launch a further equity fund raising to be invested almost entirely in oil and gas productivity.

We thank our shareholders for their support during the past year and we look forward to announcing further news shortly.

Roger Tucker

Chairman

For further information, please contact:

Statement of Comprehensive Income

for the year from 1 April 2013 to 31 March 2014

The notes to the financial statements form an integral part of these financial statements

Statement of Financial Position

as at 31 March 2014

The notes to the financial statements form an integral part of these financial statements 

This report was approved by the board and authorised for issue on 31 July 2014 and signed on its behalf by;

………………………

John Roddison FCA

Non-Executive Director

Company Registration Number: 07987393

Statement of Changes In Equity

for the year from 1 April 2013 to 31 March 2014

Share capital comprises the ordinary and deferred issued share capital of the Company.

Retained earnings represent the aggregate retained earnings of the Company.

The notes to the financial statements form an integral part of these financial statements

Statement of Cash Flows

for the year from 1 April 2013 to 31 March 2014

The notes to the financial statements form an integral part of these financial statements 

Notes to the Financial Statements

1. General Information

The Company was incorporated in England and Wales on 12 March 2012 as a public limited company. The Company did not trade during the financial year ended 31 March 2014, however certain fees in relation to its listing on the Main Market of the London Stock Exchange were incurred, along with consultancy and legal fees as well as general administration expenses.

The Company's registered office is located at 24 Hanover Square, London, W1S 1JD.

2. Summary of Significant Accounting Policies

The Board has reviewed the accounting policies set out below and considers them to be the most appropriate to the Company's business activities.

a) Basis of Preparation

The financial statements have been prepared in accordance with International Financial Reporting Standards ("IFRS") as adopted for use by the European Union, and effective, or issued and early adopted, as at the date of these statements. The financial statements have been prepared under the historical cost convention as modified for financial assets carried at fair value.

As at the date of approval of these financial statements, the following standards and interpretations, were in issue but not yet effective:

· Novation of Derivatives and Continuation of Hedge Accounting (Amendments to IAS 39 - June 2013)

· Investment Entities (Amendments to IFRS 10, IFRS 12 and IAS 27 - October 2012)

· IAS 36 Amendments Recoverable Amount Disclosures for non-financial assets - (May 2013)

· IFRIC 21 Levies (May 2013)

IFRS Standard and Interpretations issued by IASB but not yet EU approved are;

· IFRS 9 Financial Instruments - (November 2009)

· IAS 19 Amendment - Defined Benefit Plans: Employee Contributions (November 2013)

· IFRS 14 Regulatory Deferral Accounts (January 2014)

· IAS 16 and IAS 38 Amendments: Clarification of Acceptable Methods of Depreciation and Amortisation (May 2014)

· IFRS 11 Amendments to Accounting for Acquisitions of Interests in Joint Operations (May 2014)

· IFRS 15 Revenue from Contracts with Customers (May 2014)

Numerous other minor amendments to standards have been made as a result of the IASB's annual improvement project.

The Directors do not anticipate that the adoption of these standards and interpretations will have a material impact on the Financial Statements.

b) Significant accounting judgements, estimates and assumptions

The preparation of the financial Statements in conformity with International Financial Reporting Standards requires management to make estimates and assumptions that affect reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the year end date and the reported amounts of revenues and expenses during the reported period. Actual results could differ from those estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

The principal areas in which judgement is applied are as follows:

Going Concern

The preparation of financial statements requires an assessment on the validity of the going concern assumption.

The Directors have reviewed projections for a period of at least 12 months from the date of approval of the financial statements as well as potential acquisition opportunities. Any potential short falls in funding have been identified and the steps to which Directors are able to mitigate such scenarios and/or defer or curtail discretionary expenditures should these be required have been considered.

In approving the financial statements, the Board have recognised that these circumstances create a level of uncertainty. However, having made enquiries and considered the uncertainties outlined above, the directors have a reasonable expectation that the Company has sufficient resources to continue in operational existence for the foreseeable future. Accordingly, the Board believes it is appropriate to adopt the going concern basis in the preparation of the financial statements.

c) Financial Instruments

Financial assets and liabilities are recognised in the Company's statement of financial position when the Company becomes a party to the contractual provisions of the instrument. The Company currently does not use derivative financial instruments to manage or hedge financial exposures or liabilities.

d) Trade and Other Receivables and Payables

Trade and other receivables and trade and other payables are initially recognised at fair value. Fair value is considered to be the original invoice amount, discounted where material, for short-term receivables and payables. Long term receivables and payables are measured at amortised cost using the effective interest rate method. Where receivables are denominated in a foreign currency, retranslation is made in accordance with the foreign currency accounting policy previously stated. 

e) De-recognition and Impairment of Financial Assets and Liabilities

i. Financial Assets

A financial asset is derecognised where:

· the right to receive cash flows from the asset has expired;

· the Company retains the right to receive cash flows from the asset, but has assumed an obligation to pay them in full without material delay to a third party under a pass-through arrangement; or

· the Company has transferred the rights to receive cash flows from the asset, and either has transferred substantially all the risks and rewards of the asset or has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset.

ii. Financial Liabilities

A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires. Where an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as a derecognition of the original liability and the recognition of a new liability, and the difference in the respective carrying amounts is recognised in the statement of comprehensive income.

f) Reserves

Retained earnings represent the cumulative retained losses of the company at the reporting date.

g) Taxation

Current Tax

Current tax assets and liabilities for the current and prior periods are measured at the amount expected to be recovered from or paid to the tax authorities. The tax rates and the tax laws used to compute the amount are those that are enacted or substantively enacted by the statement of financial position date.

Deferred Tax

Deferred income tax is recognised on all temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements, with the following exceptions:

· where the temporary difference arises from the initial recognition of goodwill or of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither accounting nor taxable profit or loss;

· in respect of taxable temporary differences associated with investment in subsidiaries, associates and joint ventures, where the timing of the reversal of the temporary differences can be controlled and it is probable that the temporary differences will not reverse in the foreseeable future; and

· deferred income tax assets are recognised only to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, carried forward tax credits or tax losses can be utilised.

Deferred income tax assets and liabilities are measured on an undiscounted basis at the tax rates that are expected to apply when the related asset is realised or liability is settled, based on tax rates and laws enacted or substantively enacted at the statement of financial position date.

The carrying amount of deferred income tax assets is reviewed at each statement of financial position date. Deferred income tax assets and liabilities are offset, only if a legally enforcement right exists to set off current tax assets against current tax liabilities, the deferred income taxes related to the same taxation authority and that authority permits the Company to make a single net payment.

Income tax is charged or credited directly to equity if it relates to items that are credited or charged to equity. Otherwise income tax is recognised in the statement of comprehensive income.

h) Segmental Reporting

For the purpose of IFRS 8 the chief operating decision maker ("CODM") takes the form of the Directors. The Directors are of the opinion that the business comprises of a single economic activity, being the acquisition of businesses or assets in the Natural Resource sector and the currently this activity is undertaken solely in the United Kingdom. All of the income and non-current assets are derived from the United Kingdom. No single customer accounts for more than 10% of income. At meetings of the Directors, income, expenditure, cash flows, assets and liabilities are reviewed on a whole Company basis. Based on the above considerations there is considered to be one reportable segment only namely the acquisition of businesses or asset in the Natural Resources Sector.

Therefore the financial information of the single segment to the same as that set out in the company statement of comprehensive income, company statement of financial position, the company statement of changes to equity and the company statement of cashflows.

i) Financial Risk Management Objectives and Policies

The Company does not enter into any forward exchange rate contracts.

The main financial risks arising from the Company's activities are cash flow interest rate risk, liquidity risk, price risk (fair value) and credit risk. The Board reviews and agrees policies for managing each of these risks and they are summarised as:

Cash Flow Interest Rate Risk - the Company's exposure to the risk of changes in market interest rates relates primarily to the Company's overdraft accounts with major banking institutions.

The Company's policy is to manage its interest income, when received, using a mixture of fixed and floating rate deposit accounts.

Liquidity Risk - the Company raises funds as required on the basis of budgeted expenditure and inflows. When funds are sought, the Company balances the costs and benefits of equity and debt financing. When funds are received they are deposited with banks of high standing in order to obtain market interest rates.

Price Risk - the carrying amount of the following financial assets and liabilities approximate to their fair value due to their short term nature: cash accounts, accounts receivable and accounts payable. 

Credit Risk - with respect to credit risk arising from other financial assets of the Company, which comprise cash and time deposits and accounts receivable, the Company's exposure to credit risk arises from default of the counterparty, with a minimum exposure equal to the carrying amount of these instruments. The credit risk on cash is limited as cash is placed with substantial financial institutions.

j) Borrowings

Borrowings are recorded in accordance with IAS 32, which requires the separate recognition of the equity and debt portions of any convertible loans.

k) Events After the End of the Reporting Year

Post year-end events that provide additional information about the Company's position at the statement of financial position date and are adjusting events are reflected in the financial statements. Post year-end events that are not adjusting events are disclosed in the notes when material.

l) Equity

Equity instruments issued by the Company are recorded net at proceeds after direct issue costs.

m) Going Concern

The Company's business activities and financial position, together with the factors likely to affect its future development, performance and position are set out in the front end of the financial statements.

The Directors have carried out a detailed assessment of going concern as part of the financial reporting process, taking into consideration a number of matters including the listing and share placings which occurred during the year, forecast cash flows, medium and long term business plans and expectations and the deferral or curtailment of discretionary expenditures should these be required.

On the basis of this assessment, the Directors have concluded that it is appropriate to prepare the financial statements on a going concern basis.

3. Loss before income tax

The loss before income tax is stated after charging:

4. Income tax

Analysis of charge in the year

The Company has accumulated tax losses arising in the UK of approximately (£984,087) that are available, under current legislation, to be carried forward against future profits.

5. Loss per share

The calculation of loss per share is based on the following loss and number of shares:

Basic loss per share is calculated by dividing the loss for the year from continuing operations of the company by the weighted average number of ordinary shares in issue during the year.

There are no potential dilutive shares in issue.

6. Fixed Assets

Depreciation Policy - assets are depreciated at 25% on a reducing balance basis over their expected useful lives.

7. Trade and other receivables

There are no material differences between the fair value of trade and other receivables and their carrying value at the year end.

The final share allotment which took place during the year occurred just before the year end on 28 March 2014 and therefore the proceeds from this were still outstanding at the year end (£517,500). All of these proceeds were received on 7 April 2014.

No receivables were past due or impaired at the year end.

8. Cash and cash equivalents

9. Called up share capital

On 11 July 2013 following the company's listing on the London Stock Exchange, 6,250,000 new Ordinary Shares of £0.001 nominal value were issued, fully paid at a premium of £0.16 per share.

Also on 11 July 2013 following the company's listing on the London Stock Exchange, the convertible loan notes of £100,000 were fully converted into 1,250,000 new Ordinary Shares of £0.001 nominal value, fully paid at a premium of £0.08 per share.

On 28 March 2014 a further issue took place of 1,125,000 new Ordinary Shares of £0.001 nominal value, fully paid at a premium of £0.46 per share.

The ordinary shares have attached to them full voting, dividend and capital distribution rights (including on a winding up). The ordinary shares do not confer any rights of redemption.

The deferred shares have attached to them no rights to dividends until the holders of the ordinary shares have received £100,000,000 for each ordinary share held by them. The right to partake in a capital distribution (including on a winding up) once the holders of the ordinary shares have received the sum of £1,000,000 per ordinary share. No right to attend or vote at a general meeting of the company.

Summary of Share Capital and Movements during the year

At 1 April 2013 there was £56,000 of unpaid share capital owed to the Company. John Roddison owed £28,000 and Christopher McAuliffe and Jacqueline Lim owed £28,000.

They are all Directors of the Company and these amounts have been collected during the year.

The final share issue during the year took place just before the year end on 28th March 2014 and therefore the proceeds from this issue of £517,500 were outstanding at the year end.

10. Share Premium

Summary of Share Premium

11. Trade and other payables

12. Related party disclosures

Non-executive Director John Roddison is also a director of Brown McLeod Limited which has provided consulting services to the Company. The total fees charged for the year amounted to £24,000 (2013 - £16,000), all of which was for non-executive Director fees. Brown McLeod also provided accountancy services to Xplorer PLC, for which a total of £18,000 has been paid during the year.

Non-executive Director Christopher McAuliffe is also a director of Sprint Capital Management Limited which has provided consulting services to the Company. The total fees charged for the year amounted to £134,000 (2013 - £16,000), all of which was for non-executive Director fees.

Non-executive Director Jacqueline Lim is also a director of Sprint Capital Management Limited which has provided consulting services to the Company. The total fees charged for the year amounted to £134,000 (2013 - £16,000), all of which was for non-executive Director fees.

Non-executive Director John Davies is also a director of Davenport Capital Limited which has provided consulting services to the Company. The total fees charged for the year amounted to £27,000 (2013 - £0), all of which was for non-executive Director fees.

At the year end the following amounts were outstanding from related parties:

£4,800 included within other creditors was due to Brown McLeod Ltd in relation to accounting fees and directors fees. Xplorer Plc director John Roddison is also a director of Brown McLeod Limited. (2013 - £12,599 re fees outstanding)

£1,493 included within other creditors was due to John Roddison for credit card expenses. (2013 - £0)

£237,316 included within other creditors was due to Sprint Capital Management Limited for unpaid director's fees and travel and accommodation expenses. Xplorer Plc directors Jacqueline Lim and Christopher McAuliffe are also directors of Sprint Capital Management Limited. (2013 - £22,499 re unpaid director's fees and unpaid share capital outstanding)

13. Directors' emoluments

Details concerning Directors' remuneration can be found below. The Directors are considered to be the key management.

Further information concerning Directors' remuneration can be found in the unaudited Directors' Remuneration report.

14. Financial instruments

As at 31 March 2014, the Company's financial assets comprised £768,541 of cash and trade and other receivables.

The Company's principal financial instruments comprise cash balances, accounts payable and accounts receivable arising in the normal course of its operations.

The financial instruments of the Company at year-end are:

a) Interest rate risk

The Company has floating rate financial assets in the form of deposit accounts with major banking institutions; however, it is not currently subjected to any other interest rate risk. 

Based on cash balances at the statement of financial position date, a rise in interest rates of 1% would not have a material impact on the profit and loss of the company.

b) Liquidity risk

The Company regularly reviews its major funding positions to ensure that it has adequate financial resources in meeting its financial obligations. The Company takes liquidity risk into consideration when deciding its sources of funds.

c) Credit risk

The Company had receivables of £546,773 at 31 March 2014, including £517,500 owing from new issue of Ordinary shares which took place just before the year end (28 March 2014). Company receivables of £546,773 at the year end were not past due, and the Directors consider there to be no credit risk arising from these receivables.

d) Capital risk management

The Company defines capital as the total equity of the Company. The Company's objectives when managing capital are to safeguard the Company's ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital.

In order to maintain or adjust the capital structure, the Company may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt.

e) Fair value of financial assets and liabilities

There are no material differences between the fair value of the Company's financial assets and liabilities and their carrying values in the financial Statements.

15. Borrowings Facilities

The Company had a bank overdraft brought forward of £73,013. The overdraft is secured by the personal guarantee of John Roddison. The overdraft has been completely repaid during the year, with no outstanding overdraft at 31 March 2014.

The Company had brought forward convertible loans of £100,000. The convertible loan notes were all converted into share capital on 11 July 2013.

16. Capital Management Policy

The Company's objectives when managing capital are to safeguard the Company's ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital. The capital structure of the Company consists of borrowings and equity attributable to equity holders of the Company, comprising issued share capital and reserves.

17. Pension Commitments

The Company has no pension commitments at the year end.

18. Dividends

No dividends have been proposed. There were nil dividends in the prior period (end 31 March 2013).

19. Convertible Loan Notes

The convertible loan brought forward of £100,000 was fully converted and issued into new Ordinary shares on 11 July 2013.

20. Staff Costs

During the year to 31 March 2014 there were no staff costs as no staff were employed by the company, other than the Directors' fees as disclosed in note 13.

21. Ultimate Controlling Party

The Directors have determined that there is no controlling party as no individual shareholder holds a controlling interest in the Company.

22. Copies of the Annual Report

Copies of the annual report will be available on the Company's website at www.xplorerplc.co.uk and from the Company's registered office, 24 Hanover Square, London, W1S 1JD