27th Oct 2005 13:00
Gold Oil PLC27 October 2005 FOR IMMEDIATE RELEASE 27 October 2005 GOLD OIL PLC ("Gold Oil" or "the Company") PRELIMINARY RESULTS ANNOUNCEMENT FOR THE PERIOD 8 APRIL 2004 TO 30 APRIL 2005 NOTICE OF EXTRAORDINARY GENERAL MEETING Chairman's Statement to Shareholders Gold Oil is a very young company that floated on AIM on 14 July 2004. However,due to the hard work, imagination and good relationships developed by our staffin Peru the Company now has two very attractive blocks in Peru. Oil discoveriescan be easily monetised through existing facilities in N W Peru but so can gasdiscoveries through agreements with local power companies and MAN Ferrostaal ofGermany. These put the Company in the enviable position of having profitabledevelopment activity whether oil or gas is discovered. The Company, on 19 October 2005, acquired Northern Petroleum Exploration Ltd., asubsidiary of Northern Petroleum PLC, which has equity in and operates theAyoluengo field in northern Spain that produces about 110 barrels of oil per dayand subsequently sold, on 20 October 2005, half of its interest to AscentResources plc. This acquisition will provide cash flow to the Company. Moreimportantly it has allowed the Company to start the process of having itrecognised by the Peruvian authorities as Gold Oil's operator. This will allowGold Oil to convert its Promotion Permits into Exploration Licences during 2006,so as to allow drilling on the prospective onshore permit, Block XI, and seismicacquisition over the offshore permit, Block Z34. On the latter the Company isseeking to farm-out to a large oil company who would drill a well offshore at nocost to the Company. The Company raised £3.6 million in March 2005 through a placement. Although atthe end of the year the Company showed a loss of £374,000, the cash balance was£3,3671,000, reflecting the hard work by the Company's staff to work efficientlyand control costs. Looking ahead I expect to see the Company soon being in a position to startseismic and drilling activity on our blocks in Peru. The Company is continuingto seek out low risk oil and gas reserves in Peru that will generate cash flowsooner than through our own efforts on our own acreage. Due to the energy and dedication of our team, the Company has made very goodprogress in its first year of life, and next year we expect to see the fruits ofthis effort. I look forward to meeting you all at our forthcoming extraordinary generalmeeting in which our accounts will be laid before the Company as they were notavailable to be received at the Annual General Meeting convened on 7 October2005. Michael BurchellChairman Consolidated Profit and Loss Account for the period 8 April 2004 to 30 April 2005 Note 2005 £000Turnover -Administration expenses (383) Operating loss (383)Other interest receivable and similar income 5 9 Loss on ordinary activities before taxation 2-4 (374)Taxation credit on loss on ordinary activities 6 - Loss for the year for group (374) Loss: Earnings per ordinary share 7- Basic (0.18p)- Diluted (0.15p) A note on historical gains or losses has not been included as part of thefinancial statements as the results as disclosed in the profit and loss accountare prepared on an unmodified historical cost basis. There were no other recognised gains or losses in the period.Consolidated Balance Sheet as at 30 April 2005 2005 Note £000 £000Fixed assetsTangible assets 8 25Current assetsDebtors 10 39Cash at bank and in hand 3,632 ------- 3,671Creditors: amounts falling due within one year 11 (116) -------Net current assets 3,555Total assets less current liabilities 3,580 _____Capital and reservesCalled up share capital 12 86Share premium account 13 3,868Profit and loss account 13 (374) Equity shareholders' funds 3,580 _____ These financial statements were approved by the Board of Directors on 26 October2005 and were signed on its behalf by: Director: M N BurchellDirector: J G Moore Company Balance Sheet as at 31 December 2004 2005 Note £000 £000Fixed assetsTangible Fixed Assets 8 2Investment in Gold Oil Peru 9 150 152Current assetsDebtors 10 32Cash at bank and in hand 3,606 ------- 3,638Creditors: amounts falling due within one year 11 (113) -------Net current assets 3,525Total assets less current liabilities 3,677 Capital and reservesCalled up share capital 12 86Share premium account 13 3,868Profit and loss account 13 (277) Equity Shareholders' Funds 3,677 These financial statements were approved by the Board of Directors on 26 October2005 and were signed on its behalf by: Director: M N BurchellDirector: J G Moore Consolidated Cash Flow Statement for the period 8th April 2004 to 30th April 2005 Note 2005 £000Cash flow statementCash outflow from operating activities 15 (306)Returns on investments and servicing of finance 16 9Capital expenditure 16 (25) Cash outflow before management of liquid resources andfinancing (322)Management of liquid resources 16 (1,800)Financing 16 3,954 Increase in cash in the year 1,832 Reconciliation of net cash flow to movement in net fundsCash at bank and in hand 3,632Less deposits treated as liquid resources (1,800) 1,832 Reconciliation of Movements in Shareholders' Funds for the period ended 30 April 2005 2005 £000Loss for the financial year (374)Increase in share capital 3,954 Closing shareholders' funds 3,580 Notes 2. Pre-production costs Pre production costs incurred in Peru and which have been expensed in the periodwere £94,000. 3. Loss on ordinary activities before taxation 2005 £000Loss on ordinary activities before taxation is stated after chargingAuditors' remuneration:Group - audit 8Company - audit 6Group - non audit services 10 4. Staff number and costs The average number of persons employed by the group (including directors) duringthe year, analysed by category, were as follows: 2005Technical and administration 6 The aggregate payroll costs of these persons were as follows: 2005 £000Wages and salaries 26Social security costs 3 29 5. Interest receivable and similar income 2005 £000Bank interest 9 6. Taxation Analysis of charge in period: 2005 £000UK and overseas corporation taxCurrent tax on income for the period -Total current tax - Tax on loss on ordinary activities - Factors affecting the tax charge for the current period. The current tax charge for the period is higher than the standard rate ofcorporation tax in the UK 30%. The differences are explained below: 2005 £000Current tax reconciliationLoss on ordinary activities before tax (374) Current tax at 30% (112)Effects of:Expenses not deductible for tax purposes -Increase in tax losses 112 Total current tax charge (see above) - At 30 April 2005 The Group had net operating losses to carry forward of£374,000. The deferred tax asset on these tax losses at 30% of £112,000 has notbeen recognised due to the uncertainty of recovery. 7. Loss per share 2005 PenceLoss per ordinary share - Basic (0.18)- Diluted (0.15) Loss per ordinary share is based on the Group's loss for the financial year of£374,000. The weighted average number of shares used in the calculation is the weightedaverage ordinary shares in issue during the year. 2005 NumberWeighted average ordinary shares in issue during the year 212,791,361Potentially dilutive warrants issued 39,305,624 Weighted average ordinary shares for diluted earning per share 252,096,985 8. Tangible fixed assets Equipment and Machinery Vehicle Total £'000 £000 £000GroupCostAdditions 6 19 25At end of year 6 19 25 Depreciation - - -At end of year - - - Net book valueAt 30 April 2005 6 19 25 CompanyCostAdditions 2 - 2At end of year 2 - 2 Depreciation - - -At end of year - - - 9. Fixed asset investments Shares in group undertakingCompanyCostAdditions 150At end of year 150 The Company's subsidiary undertakings at the year end was a 100% interest in theordinary shares of Gold Oil Peru, a company registered in Peru whose principalactivity is exploration of oil and gas. 10. Debtors 2005 Group Company £000 £000Trade debtors 14 -Other debtors 5 5Amounts owed by subsidiary undertakings - 12Prepayments and accrued income 20 15 39 32 11. Creditors: amounts falling due within one year 2005 Group Company £000 £000Trade creditors 91 89Other creditors 4 3Accruals and deferred income 21 21 116 113 12. Called up share capital 2005 £000Authorised400,000,000 ordinary shares of £0.00025 each 100 Allotted, called up and fully paidEquity: 345,200,000 ordinary shares of £0.00025 each 86 At incorporation the company had an authorised share capital of £1,000,000divided into 100,000,000 ordinary shares of 1p each. On 12 May 2004, theauthorised share capital was reduced to £100,000 by the cancellation of90,000,000 unissued ordinary shares of 1p each and the remaining 10,000,000ordinary shares of 1p each were sub-divided into 400,000,000 ordinary shares of0.025p. On 8 June 2004, 199,999,920 ordinary shares were issued at par. On 8 June 2004 warrants to subscribe for 42,000,000 ordinary shares were issued. Under the Placing Agreement, 35,000,000 shares of 0.025p and warrants on afurther 35,000,000 shares were issued at 1p per share on 18 June 2004. On 28 June 2004, 1,000,000 shares of 0.025p were issued at 1p per share. From October 2004 to January 2005 19,200,000 shares of 0.025p were issued at 1pper share on the exercise of warrants. On 21 March 2005, 90,000,000 shares of 0.025p were issued at 4p per share.Subsequent to the year end 3,850,000 ordinary shares of 0.025p on the exerciseof warrants. The Warrants above entitles the holder to subscribe for one ordinary share of 1pper share for a period of three years from issue except for directors warrantswhich are not exercisable for one year period from admission. 13. Share premium, and reserves Share premium account Profit and loss account £000 £000GroupLoss for the period - (374)Premium on share issues 4,116 -Placement and share issue costs (248) -At end of year 3,868 (374) Share premium account Profit and loss account £000 £000CompanyLoss for the period - (277)Premium on share issues 4,116 -Placement cost (248) -At end of year 3,868 (277) 14. Commitments The group and company had no capital commitments at the end of the year. 15. Reconciliation of operating loss to operating cash flows 2005 £000Operating loss (383)(Increase) in debtors (39)Increase in creditors 116Net cash outflow from operating activities (306) 16. Analysis of cash flows 2005 £000Returns on investment and servicing of financeInterest received 9 Capital expenditure and financial investmentPurchase of tangible fixed assets 25 Management of liquid resourcesIncrease in short term bank deposits 1,800 FinancingIssue of ordinary share capital 3,954 17. Directors' emoluments and interests The directors who held office during the period are shown below along with theirinterests in the 0.025p ordinary shares of the company. Interest at end of period Interest at start of periodExecutive directorsM N Burchell 3,000,000 -M L Keeley - -P G Mahony - -J G Moore 20,000,000 -B Underwood Jr. 77,000,000 - Directors emoluments and other benefits are as listed below. 2005 £000Directors' remuneration 14Directors' fees 38 52 Warrants held by the directors are as follows: No. of WarrantsM N Burchell 2,300,000B G Underwood Jr. 9,200,000J G Moore 9,200,000P G. Mahony 2,300,000 Total Warrants held by the directors 23,000,000 18. Financial instruments The Group's financial instruments comprise trade creditors, cash and short termdeposits and equity shares. The Group has cash at bank. This is placed on short term deposit to maximise thegroup's liquid resources and no interest rate hedging is undertaken. Short-term debtors and creditors The Company has taken advantage of the exemptions available under FRS 13 andexcluded Short-term debtors and creditors from its disclosure of financialinstruments. The Company does not presently have any long term debtors orcreditors. Foreign currency risk The Company reports in sterling. However, a significant proportion of itsactivities may be undertaken in foreign currencies. Exchange rates are monitoredin conjunction with forecast currency requirements and the Company will enterinto forward exchange contracts to hedge its foreign currency exposure whereappropriate. No forward foreign exchange contracts were entered into during theperiod. There were no outstanding foreign exchange contracts at the start of theperiod or at the end of the period. 19. Related party disclosures Gold Oil Plc is listed on the Alternative Investment Market (AIM) operated bythe London Stock Exchange. At the date of the Annual Report in the Directorsopinion there is no controlling party. 20. Post balance sheet events The company purchased on onshore production company based in northern Spain. Theconsideration for the purchase of Northern Petroleum Exploration Limited was£300,000. Half of the interest in Northern Petroleum Exploration Limited wasthen sold to Ascent Resources plc for £150,000. Note to the preliminary announcement This announcement does not constitute a full financial statement of theCompany's affairs for the period 8 April 2004 to 30 April 2005 ("the Period").The auditors have reported on the full financial statement for the Period andthe report and accounts are being posted to Shareholders today. Notice of Extraordinary General Meeting The Notice of Extraordinary General Meeting has been posted to Shareholders.An Extraordinary General Meeting of the Company will be held at Finsgate,5-7 Cranwood Street, London, EC1V 9EE on 21 November 2005 at 11.00 a.m. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
BOIL.L