Half Yearly Report

Mercom Oil Sands plc

("Mercom" or "the Company")

Interim results

Chairman's Statement

I am pleased to present my Chairman's statement for Mercom Oil Sands plc ("the Company") for the six month period ended 30 September 2015.

Despite the challenging environment in the resources sector, the Directors continue to believe there are opportunities to create value for shareholders. The Board is working to identify and evaluate potential opportunities, and will make further investments when it is satisfied that all its demanding criteria are met.

Dr Patrick Cross

Chairman

24 December 2015

For further information, contact:

Condensed Interim Consolidated Statement of Comprehensive Income

For the six month period ended 30 September 2015

Condensed Interim Consolidated Statement of Financial Position

As at 30 September 2015

Approved by the Board on 24 December 2015

K Appleby

Director

Condensed Interim Consolidated Statement of Cash Flows

For the six month period ended 30 September 2015

Condensed Interim Consolidated Statement of Changes in Equity

For the 6 months ended 30 September 2015

Notes to Condensed Interim Consolidated Financial Statements

For the six month period ended 30 September 2015

1. BASIS OF PRESENTATION

Basis of presentation and statement of compliance

These interim financial statements have been prepared in accordance with IAS 34 Interim Financial Reporting. They do not include all the information required for a complete set of IFRS financial statements. However, selected explanatory notes are included to explain events and transactions that are significant to an understanding of the changes in the Group's financial position and performance since the last annual consolidated financial statements as at and for the year ended 31 March 2015. These interim financial statements were authorised for issue by the Company's Board of Directors on 24 December 2015.

Basis of consolidation

The Group financial statements include the financial statements of the Company and its subsidiary undertaking Mercom Oil Sands Canada Inc., a company incorporated in Canada. The results of subsidiary undertakings sold or acquired are included in the Consolidated Statement of Comprehensive Income up to, or from the date control passes. Intra group sales and profits are eliminated fully on consolidation.

Functional currency

The presentational and functional currency of the Group and Company is U.K Sterling.

Significant accounting estimates and judgments

The preparation of these financial statements requires management to make judgments and estimates that affect the reported amounts of assets and liabilities at the date of the financial statements and reported amounts of expenses during the reporting period. Actual outcomes could differ from these judgments and estimates. The financial statements include judgments and estimates which, by their nature, are uncertain. The impacts of such judgments and estimates are pervasive throughout the financial statements, and may require accounting adjustments based on future occurrences. Revisions to accounting estimates are recognised in the period in which the estimate is revised and the revision affects both current and future periods.

Significant assumptions about the future and other sources of judgments and estimates that management has made at the statement of financial position date, that could result in a material adjustment to the carrying amounts of assets and liabilities, in the event that actual results differ from assumptions made, relate to, but are not limited to, the following:

· Management's position that there are no income tax considerations required within these audited financial statements; and

· The carrying value of trade and other receivables.

Going concern

These financial statements have been prepared in accordance with International Financial Reporting Standards ("IFRS") applicable to a going concern, which assume that the Company will be able to realise its assets and discharge its liabilities in the normal course of operations. The Company has no current source of operating revenues and its capacity to operate as a going concern in the near-term will likely depend on its ability to continue raising equity or debt financing. There can be no assurance that the Company will be able to continue to raise funds in which case the Company may be unable to meet its obligations. Should the Company be unable to realise on its assets and discharge its liabilities in the normal course of business, the net realisable value of its assets may be materially less than the amounts recorded in the Consolidated and Company Statements of Financial Position. The financial statements do not include adjustments to amounts and classifications of assets and liabilities that might be necessary should the Company be unable to continue operations.

2. SIGNIFICANT ACCOUNTING POLICIES

Except as described below, the accounting policies applied in these interim financial statements are the same as those applied in the Group's consolidated financial statements as at and for the year ended 31 March 2015. The following changes in accounting policies are also expected to be reflected in the Group's consolidated financial statements as at and for the year ending 31 March 2016.

Changes in accounting policies

The following new standards, amendments to standards or interpretations are mandatory for the Group for the first time for the financial year beginning 1 April 2015, but are not currently considered to be relevant to the Group (although they may affect the accounting for future transactions and events):

· IFRS 9, 'Financial Instruments', issued in November 2009 and effective from 1st January 2018. IFRS 9 represents the first phase of the IASB's project to replace IAS 39 'Financial Instruments: Recognition and Measurement'. It sets out the classification and measurement criteria for financial assets and liabilities and requires all financial assets, including assets currently classified under IAS 39 as available for sale, to be measured at fair value through profit and loss unless the assets can be classified as held at amortised cost. Qualifying equity investments held at fair value may have their fair value changes taken through other comprehensive income by election.

· IAS 19 (Revised), 'Employee Benefits' effective for periods beginning on or after 1st July 2014. These amendments are intended to provide a clearer indication of an entity's obligations resulting from the provision of defined benefit pension plan and how those obligations will affect its financial position, financial performance and cash flow.

The following new standards, amendments to standards and interpretations have been issued, but are not effective for the financial year beginning 1April 2015 and have not been early adopted:

· IFRS15, 'Revenue from Contracts with Customers', effective for periods commencing on or after 1st January 2018 but not yet adopted by the EU. This standard replaces IAS18, 'Revenue Recognition' and revenue recognition standards under US GAAP and aims to unify revenue recognition under IFRS and US GAAP. The standard focuses on entitlement to consideration as opposed to percentage completion under existing IFRS and introduces a five step approach to recognising income.

3. CAPITAL AND FINANCIAL RISK MANAGEMENT 

The capital of the Group consists of shareholders' equity. The Group's objectives when managing capital are to safeguard the Group's ability to continue as a going concern in order to pursue the development of its mineral properties and to maintain optimal returns to shareholders and benefits for other stakeholders.

The Group manages its capital structure and makes adjustments to it in light of changes in economic conditions and the risk characteristics of the underlying assets. To maintain or adjust its capital structure, the Group may attempt to issue new shares or debt, dispose of assets, or adjust the amount of cash and cash equivalents.

The investments in which the Group currently has an interest are in the exploration and evaluation stage; as such the Group is dependent on external financing to fund its activities. In order to carry out the planned exploration and pay for administrative costs, the Group will spend its existing working capital and raise additional amounts as needed. The Group will continue to assess new properties and seek to acquire an interest in additional properties if it feels there is sufficient geologic or economic potential and if it has adequate financial resources to do so.

Management reviews its capital management approach on an ongoing basis and believes that this approach, given the relative size of the Group, is reasonable. There were no changes in the Group's approach to capital management during the period ended 30 September 2015. The Group is not subject to externally imposed capital requirements.

Credit risk

All the Group's cash and cash equivalents are held with well-known and established financial institutions. As such, management considers credit risk related to these financial assets to be minimal. The Group's maximum credit risk exposure is limited to the carrying value of its cash and subscriptions receivable. At 30 September 2015, the Group had no material amounts deemed to be uncollectible.

Commodity price risk

Commodity price risk is the risk that the fair value of future cash flows will fluctuate as a result of changes in oil and natural gas commodity prices. The nature of the Group's operations will result in exposure to fluctuations in commodity prices. The Group is currently in its development stage and as such the exposure to fluctuations in commodity prices is not actively managed. In the future, the Group may use commodity price contracts to manage exposure to fluctuations in pricing.

Interest rate risk

Interest rate risk is the risk that future cash flows will fluctuate as a result of changes in market interest rates. The Group does not have a material exposure to this risk as there are no outstanding debt facilities.

Liquidity risk

Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they come due. The Group ensures, as far as possible, that it will have sufficient liquidity to meet its liabilities when due, without incurring unacceptable losses or harm to the Group's reputation.

The Group utilises authorisation for expenditures to further manage capital expenditures and attempts to match its payment cycle with available cash resources.

Foreign currency risk

The Group is exposed to foreign currency fluctuations on its cash which is denominated in U.K. Sterling and Canadian Dollars.

4. SEGMENTAL REPORTING

5. INVESTMENTS

Other investments

The additions represent the investment in the following companies:

The impairment in the year is in respect of Lion Natural Resources Limited as explained below.

The accounting treatment of the investments in Lion Natural Resources Limited and NWT Coal Limited as available for sale financial assets and not as associates as detailed in note 1 of the audited financial statements for the year ended 31 March 2015. These investments have measured at cost less impairment as also detailed in note 1 of the audited financial statements for the year ended 31 March 2015 as it was not possible to reliably measure a fair value.

6. EXPLORATION AND EVALUATION ASSETS

Group and company

In 2014 the Company finalised an out of court settlement with Nordic Petroleum ASA with regard to its dispute over the Farm-in agreement to acquire a 50% working interest in four Alberta Crown Oil Sands Leases 'the Leases'. The cost of the Canadian $100,000 deposit was fully impaired in the year ended 31 March 2013. The deposit has now been disclosed as disposed of as the Company has no further legal rights or obligations in respect of the Leases.

7. TRADE AND OTHER RECEIVABLES

8. TRADE AND OTHER PAYABLES

9. RELATED PARTY TRANSACTIONS AND BALANCES

The Group was charged £nil (2014 - £7,500) in consulting fees by AT Investments, a company of which A.E. Taubi (former Non-executive Director in the period) was a director of.

The Group was charged £12,000 (2014 - £12,000) in consulting fees by Dr P.H. Cross (Non-executive Chairman). At 30 September 2015 the Company owed Dr. P.H. Cross £4,000 (2015 - £16,363). On 6 May 2015, the Company allotted a total of 440,291 Ordinary shares at 4.625p per share to Dr P.H. Cross in settlement of director's fees and expenses of £20,363 for the period from 1 July 2014 to 30 April 2015.

The Group was charged £60,000 (2014 - £12,000) in consulting fees by Zorcorp Capital Holdings, a company that is controlled by J. Zorbas (Chief Executive Officer). At 30 September 2015 the Company owed Zorcorp Capital Holdings £60,000 (2015 - $111,150). On 6 May 2015, the Company allotted a total 2,594,595 Ordinary shares to J. Zorbas in settlement of invoices totaling £120,000 in respect of his consultancy contract with the Company, for the period 1 April 2014 to 31 March 2015.

10. SHARE CAPITAL

No warrants were issued during the six months ended 30 September 2015.

The fair value of the options issued during the period ended 30 September 2014, was estimated at £nil using the Black-Scholes option pricing model with the following assumptions:

Risk free interest rate 2.20 %

Expected dividend yield nil

Expected volatility 100 %

Expected life 0 years

Option pricing models require the input of subjective assumptions regarding the expected volatility. Volatility is difficult to ascertain given that the company is still in the development stage, therefore it has been set at 100%. Changes in assumptions can materially affect the estimate of fair value, and therefore, the use of the Black-Scholes option pricing model, as required by IFRS, may not provide a realistic measure of the fair value of the Company's warrants at the date of issue.

There were no options issued in the six month period ended 30 September 2015.

11. LOSS PER ORDINARY SHARE

Basic loss per share is calculated by dividing the loss attributable to equity holders of the Group by the weighted average number of Ordinary shares in issue during the period.

Diluted loss per share is calculated by adjusting the weighted average number of Ordinary shares in issue to assume the conversion of all dilutive potential Ordinary shares at the start of the period. The Group's dilutive potential Ordinary shares arise from warrants. In respect of the warrants a calculation is performed to determine the number of shares that could have been acquired at fair value, based upon the monetary value of the subscription rights attached to the outstanding warrants. The number of shares calculated as above is compared with the number of shares that would have been issued assuming the exercise of the warrants.

There were no potentially dilutive warrants as the exercise price exceeded the average market price of the Ordinary shares during the period. Any potentially dilutive Ordinary shares would have been anti-dilutive because the Group was loss-making.

12. EVENTS AFTER THE REPORTING DATE

The Company issued a total of 1,782,294 New Ordinary Shares in settlement of director fees and other advisory fees and charges pursuant to a board resolution dated 30 September 2015. Of these shares, 523,415 New Ordinary Shares have been allotted to Kyle Appleby, a non-executive director of the Company, at 3.63p per share in settlement of fees charged under his letter of appointment. The remaining 1,258,879 New Ordinary Shares have been allotted at an average price of 3.97p per share in settlement of advisory fees and charges. The Company on December 3rd notified its intent not to perform on the Gasoil contract and has requested to be refunded the amount owing. These funds will be received in early January 2016.

13. ULTIMATE CONTROLLING PARTY

In the opinion of the Directors there is no ultimate controlling party.