28th Jun 2006 07:00
Matra Petroleum PLC28 June 2006 PRESS RELEASE For immediate release: 28 June 2006 Matra Petroleum plc Results for the year ended 31 December 2005 and Notice of AGM Matra Petroleum plc (formerly Ming Resources plc) the oil and gas exploration company focused on accessing the upstream oil and gas opportunities presented in Central Europe has today announced its results for the year ended 31 December 2005. The results refer to the period prior to the reverse takeover of Inke PetroleumPty Ltd and renaming the company Matra Petroleum plc earlier this year. Peter Hind, Managing Director, said: "2005 was really just the beginning for our company and operational activityonly began in April this year. Since that time we have drilled our first welland begun to apply the latest technology to the data on the Inke Concession inHungary. We are fortunate to have a strong Board with extensive experience in oil and gasand in the successful development of junior resource companies. Craig Burton,Peter Gunzburg and I have recently been joined by Neil Hodgson as ExplorationDirector. Neil was most recently General Manager of Exploration at Premier Oiland has also worked with BP and British Gas. 2006 will therefore be a much more significant year for Matra as we define ourongoing programme for our existing concession and continue to evaluate newopportunities to add value to the company within our focus area of CentralEurope. Annual Report and AccountsThe full Annual Report and Accounts for 2005 is being dispatched to shareholderstoday. A copy will be available for public inspection at the company's officesat 120 Bridge Road, Chertsey, Surrey, KT16 8LA. Annual General MeetingThe Annual General Meeting of Matra Petroleum plc will be held at 4.00 pm WST on28 July 2006, at Ground Floor, 8 Colin St, West Perth 6005, Australia and, viavideo link, at 9.00 am on 28 July 2006 at 120 Bridge Road, Chertsey, Surrey,KT16 8LA, United Kingdom. Formal notice of this meeting is being dispatched toshareholder today. For further information, please contact: Matra Petroleum plcPeter Hind, Managing Director +44 (0)7990 807 855 Aquila Financial Limited, www.aquila-financial.com Peter Reilly +44 (0)20 7202 2601 MANAGING DIRECTOR'S STATEMENT The Company was first listed in April 2005 as Ming Resources plc and raised £1million before expenses. Towards the end of 2005 an opportunity to invest in theupstream oil and gas business in Hungary was identified and some work wasundertaken by Ming in order to capture this opportunity. Since the end of 2005 the acquisition of the Australian company Inke PetroleumPty Limited was completed thereby providing the Company with a 100% workinginterest in the Inke Concession in Hungary. At the same time the Company changedits name to Matra Petroleum plc to better reflect the nature of its business anda total of £8 million (before costs) was raised. The Company is focussed on accessing the upstream oil and gas opportunitiespresented in Central Europe and the Inke Concession is the foundation for thatstrategy. Hungary presents an opportunity within the proven oil and gas producing regionof the Pannonian Basin to access oil and gas fields of small to medium size(less than 35mmbbls of oil or 200 billion cubic feet of gas) that have beenoverlooked by larger companies. Since the communist era in Hungary, explorationactivity has dropped and has typically not benefited from the latest drillingand seismic techniques. The fiscal terms in Hungary are amongst the most attractive of oil producingcountries and Hungary's entry into the EU has hastened the liberalisation of gasmarkets. At the same time, worldwide gas prices have risen dramatically - due inno small measure to the concerns voiced in Europe over security of gas supply.Gas prices have therefore risen substantially in Hungary, as elsewhere, and thegovernment has been increasingly eager to maximise domestic supplies. These factors have combined to provide an excellent opportunity for upstream oiland gas in Hungary. The Company therefore believes that the Inke Concession isan excellent foundation asset. The Inke Concession: • covers a total of 2,297 sq kms within the Western Pannonian Basin that contains numerous known oil and gas fields; • has been under-explored since the communist era; • has several significant oil and gas fields close to its boundaries. Most notable are the Savoly oil field, the Inke gas field and the Mezocsokonya gas field - demonstrating the prolific nature of this part of the basin and its ability to generate and trap hydrocarbons; • contains a number of existing discoveries including the Nagyatad oil field, Somogysamson, Pat and Vese gas discoveries and the Nagyszakasci oil find. These discoveries were considered to be uneconomic at the time due to prevailing oil and gas prices and the apparent reservoir damage arising from prevalent drilling practices. Some of these discoveries may be economic with the benefit of current prices and technology. In particular the Nagyatad oil field is currently being studied with a view to re-drilling; • has a large amount of well and seismic data which has not been subject to processing using the latest technology. The 3-D seismic data has been reprocessed and reprocessing of the 2-D data is underway. The Inke Concession contains several exploration drilling prospects of varyingsizes, with prospectivity for both oil and gas. On 15 May 2006 the Companycompleted the drilling of Blue Topaz-9 which was plugged and abandoned withoutproducing hydrocarbons. Whilst we are, of course, disappointed we are encouragedby the thick sand section encountered in the upper part of the well and theindications of oil seen in the Triassic. The well tested a new type of play inthe upper section and also allowed us to acquire well data that will, whencombined with the reprocessed seismic, enable us to apply the latest technologyin predicting the presence of hydrocarbons. As the name suggests, Blue Topaz-9 was the ninth of a series of prospects in theBlue Topaz area and the prospects 1-8 remain untested and are not influenced bythe result of Blue Topaz-9. Within the greater area of the concession there area variety of other prospects within the area of 2-D seismic that is currentlybeing reprocessed. The ongoing studies on existing discoveries and exploration prospects will, inthe next couple of months, enable us to define our ongoing drilling programmefor the concession. On the business development front, we are currently evaluating a number of otherexploration and production opportunities both within Hungary and other nearbycountries. We are fortunate to have a strong Board with extensive experience in oil and gasand in the successful development of junior resource companies. Craig Burton,Peter Gunzburg and I have recently been joined by Neil Hodgson as ExplorationDirector. Neil was most recently General Manager of Exploration at Premier Oiland has also worked with BP and British Gas. We are very fortunate indeed thatNeil has agreed to join us. His knowledge, technical expertise and enthusiasmwill assist us greatly in achieving our goals and we welcome him to the team. Itis also intended that the Company will appoint a European based IndependentNon-executive Chairman in due course. On the corporate front, the Company re-listed on AIM on 11 April 2006 followingthe issue of 160 million shares and 80 million warrants (exercisable at 6.5p onor before 31 January 2007) to raise £8 million. These funds allowed for thedrilling of Blue Topaz-9 and are available for further drilling activity. I would like to thank the Company's staff, consultants and fellow Board memberswhose dedication and hard work made the progress over the past year possible. I thank shareholders for your continuing support and look forward to welcomingyou to the Annual General Meeting. On behalf of the Board Peter HindManaging Director INCOME STATEMENTFOR THE PERIOD ENDED 31 DECEMBER 2005 2005 Notes •Revenue -Administration expenses (191,603) ------------Operating loss 4 (191,603)Investment income 6 58,419 ------------Loss before taxation (133,184) ------------Income tax expense - ------------Loss for the period (133,184) ------------ Loss per ordinary share 2 0.0031•Diluted loss per ordinary share 2 0.0025• The above are the results for the period from incorporation, 24 February 2005,to the reporting date. All of the above amounts are in respect of continuing operations. There are no recognised gains and losses other than those passing through theincome statement. BALANCE SHEETAS AT 31 DECEMBER 2005 2005 Notes •ASSETSCurrent assetsTrade and other receivables 7 370,112Cash and cash equivalents 8 1,105,859 ------------Total assets 1,475,971 ------------ EQUITY AND LIABILITIESShare capital 10 79,212Share premium account 11 1,424,480Other reserves 11 79,286Retained losses 11 (133,184) ------------Total equity 1,449,794 ------------ Current liabilitiesTrade and other payables 9 26,177 ------------Total liabilities 26,177 ------------ ------------Total equity and liabilities 1,475,971 ------------ The financial statements were approved by the Board on 22 June 2006 Peter HindManaging Director CASH FLOW STATEMENTFOR THE PERIOD ENDED 31 DECEMBER 2005 2005 Notes •Net cash outflows from operating activities 12 (463,733) -----------Investing activitiesInterest received 58,419 ----------- 58,419 -----------Financing activitiesNet proceeds from issue of ordinary share capital 1,511,173 ----------- 1,511,173 ----------- Net increase in cash and cash equivalents 1,105,859Cash and cash equivalents at the beginning of the period - -----------Cash and cash equivalents at the end of the period 8 1,105,859 ----------- NOTES TO THE FINANCIAL STATEMENTSFOR THE PERIOD ENDED 31 DECEMBER 2005 1. Accounting policiesA summary of the principal accounting policies are set out below. 1.1. Basis of preparationThe financial statements have been prepared in accordance with InternationalFinancial Reporting Standards (IFRS). The interim accounts were prepared underUK GAAP. The change to IFRS represents a change in accounting policy. It is theopinion of the Directors that the use of IFRS is more appropriate due to theinvolvement of the Company in different countries. The financial statements have been prepared on the historical cost basis. 1.2. Foreign currency translationThe functional currency of the Company was changed from United States dollars(US$) to Euros (•) on 31 December 2005 as a result of the Company's proposedinvestment in Inke Petroleum Pty Ltd. This represents the currency of theprimary economic environment in which the Company will operate. The report hasbeen prepared in •. Monetary assets and liabilities denominated in foreign currencies are translatedinto • at the rates of exchange ruling at the balance sheet date. Transactionsin foreign currencies are recorded at the rate ruling at the date of thetransaction. All differences are taken to the income statement. 1.3. Trade and other receivablesTrade and other receivables are stated at their cost less impairment losses. 1.4. Cash and cash equivalentsThe Company considers all highly liquid investments, with a maturity of 90 daysor less, to be cash equivalents. They are stated at the lower of cost or marketvalue. 1.5. PayablesLiabilities are recognised for amounts to be paid in the future for goods andservices received, whether or not billed to the Company. 1.6. Contributed equityIssued and paid up share capital is recognised at the fair value of theconsideration received by the Company. Any transaction costs arising on theissue of ordinary shares are recognised directly in equity as a reduction of theshare proceeds received. 1.7. RevenueRevenue is recognised to the extent that it is probable that the economicbenefits will flow to the entity and the revenue can be reliably measured. Thefollowing specific recognition criteria must also be met before revenue isrecognised: Interest Control of the right to receive the interest payment. 1.8. Share based paymentsWhere the Company engages in equity-settled share based payments the treatmentdepends upon the service provided. In respect of employees, the fair value ismeasured by reference to the fair value of the share options granted on the dateof the grant. The cost of the employee services received in respect of the shareoptions is recognised in the income statement. In respect of other servicesprovided, the share options are measured by reference to the fair value of theservices provided. 2. Loss per shareBasic loss per share of 0.0031• is calculated by dividing the loss for theperiod by the weighted average number of ordinary shares in issue during theperiod of 42,794,953. Diluted loss per share of 0.0025• is calculated by dividing the loss for theperiod by the diluted weighted average number of ordinary shares of 52,630,915,being the number of ordinary shares in issue and allowing for the exercise ofoptions outstanding. 3. Segmental informationTotal expenditure for the Company relates to its principal activity whollyundertaken in Australia. 4. Loss for the periodThis is stated after charging: 2005 •Auditors' remuneration- Audit 3,632- Non-audit -Foreign exchange loss 12,527 -------------- 5. Directors, key management and employeesThere are no employees other than the Directors. 2005 •Directors' emoluments 95,774 -------------- Included in Directors' emoluments is €71,805 arising from equity-settledshare-based payments 6. Investment income 2005 •Bank interest 58,419 -------------- 7. Trade and other receivables 2005 •Other receivables 370,112 -------------- 8. Cash and cash equivalents 2005 •Cash at bank and in hand 1,105,859 -------------- 9. Trade and other payables 2005 •Accruals and deferred income 26,177 -------------- 10. Called up share capital 2005 •Authorised:10,000,000,000 ordinary shares of 0.1p each 14,526,438 --------------Allotted, issued and fully paid:50,000,000 ordinary shares of 0.1p each 79,212 -------------- The following issues of new shares in the Company for cash took place in theperiod: 1. 2 shares were issued at par on 24 February 2005 (the incorporation date). 2. 2,999,998 shares were issued at 2 pence each on 14 March 2005. 3. 47,000,000 shares were issued at 2 pence each on 5 April 2005 (the date of the company's AIM flotation). The following issues of new share options took place during the period: 1. 10 million ordinary share options were issued on 17 March 2005 with an exercise price of 2 pence. The options are exercisable on or before 30 June 2008 and 10 million are currently outstanding. 2. 1 million ordinary share options were issued on 17 May 2005 with an exercise price of 2.5 pence. The options are exercisable on or before 30 June 2008 and 1 million are currently outstanding. 11. Shareholders' funds and changes in shareholders' equity Share capital Share premium Share based Retained Total payments earnings reserve 2005 2005 2005 2005 2005 • • • • •Balance at 24 - - - - -February 2005New sharesissued 79,212 1,505,028 - - 1,584,240Cost of shareissue - (80,548) - - (80,548)Equity-settledshare-basedpayments - - 79,286 - 79,286Net loss forthe period - - - (133,184) (133,184) -------- --------- -------- -------- ---------Balance at 31December 2005 79,212 1,424,480 79,286 (133,184) 1,449,794 -------- --------- -------- -------- --------- 12. Net cash inflow from operating activities 2005 •Operating loss (191,603)Increase in receivables (370,112)Increase in payables 26,177Share-based payment expenses 71,805 -----------------Cash loss from operations (463,733) -----------------Net cash outflow from operating activities (463,733) ----------------- 13. ControlThe Company is not under the control of any individual or group of connectedparties. 14. Related partiesThere were no transactions with related parties during the year other than asmentioned below in 15.1. 15. Subsequent events 1. On 6 April 2006, following shareholder approval, the Company completed the acquisition of Inke Petroleum Pty Ltd ("Inke"). Pursuant to AIM Rules, the acquisition constitutes a reverse takeover of the Company. In accordance with the acquisition agreement the Company issued 52,000,000 ordinary shares and 32,000,000 converting shares to Inke shareholders. The converting shares convert to ordinary shares on the achievement of certain milestones, namely: a. the successful completion of a well and commercial production of hydrocarbons from the Inke Concession; or b. the sale of a greater than 50% interest in the Inke Concession (or part thereof) by the Company for greater than US$4,000,000. The acquisition was a related party transaction. The related party is Mr Burtonwho is a Director of the Company and was a substantial shareholder of Inke. Theacquisition was on arms length terms. Neither the Company nor Inke generated anymaterial turnover or profit. Under the acquisition, Mr Burton sold his 8,400,000 ordinary shares and8,400,000 converting shares in Inke to the Company for consideration of8,400,000 ordinary shares and 8,400,000 converting shares in the Company. Basedon the price per share of 4.6p on 11 November 2005, being the date after whichtrading in Company shares was suspended, consideration totalled £386,400 priorto conversion of the converting shares, with a total potential consideration of£772,800. Inke has incurred substantial costs in acquiring the Inke Concession, initialseismic processing, and preliminary costs of the Blue Topaz-9 well. Inke raisedequity of Australian Dollars A$1,400,000 to partially pay such costs. Inaddition, Hercules Energy Pty Ltd ("Hercules"), a company of which Mr Burton isa Director and shareholder, provided Inke with an interest free working capitalloan of A$1,289,910 (£541,762). The Hercules loan was repaid from the proceedsof the Placing undertaken on 11 April 2006. Included in other receivables is a deposit of €369,522 in respect of theacquisition of Inke. 2. On 6 April 2006 the Company changed its name to Matra Petroleum plc. 3. On 6 April 2006 the Company amended its Articles to create converting shares. 4. On 11 April 2006 the Company was readmitted to the London Stock Exchange's Alternative Investment Market. 5. On 11 April 2006 the Company allotted 160,000,000 Placing shares at 5 pence each and 80,000,000 Warrants, exercisable at 6.5p on or before 31 January 2007, to raise £8 million before expenses. 6. On 11 April 2006 Peter Hind and Peter Gunzburg were appointed as Directors and Claire Poll and Mark Freeman resigned as Directors. 7. On 15 May 2006 the Company completed the drilling and testing of Blue Topaz-9. Testing operations on the Triassic interval of Blue Topaz-9 have now been completed and recovered only formation water. The well was plugged and abandoned. The thick sand section in the upper section and combination of high permeability and oil shows in the Triassic were very encouraging for the future prospectivity of the block. The Company has confirmed a working hydrocarbon system and thick reservoir sections. The data gathered from this well is invaluable as the Company applies the new processing technology to the existing seismic data and prospect inventory. There are a number of exploration prospects on the Inke Concession and the Company is also studying the current economic potential of several existing discoveries. The Company will incorporate the new data gathered from this well in the ongoing exploration and engineering review to define the future drilling programme on the block and it is expected that drilling will resume later this year. 8. On 23 May 2006 Neil Hodgson was appointed as a Director. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
MTA.L