Interim Results

30 September 2014

Rame Energy plc

("Rame" or the "Company")

Interim Results for the six months ended 30 June 2014

Rame Energy plc, the international power generator and engineering company, is pleased to provide its interim results for the period ended 30 June 2014.

Highlights

· Successful listing on AIM in April 2014 to facilitate the ongoing implementation of the Company's strategy to become a leading IPP supplying energy to major corporations in Chile

· Strong growth and contracts won across all three business divisions: On-Grid Power Generation, Off-Grid Power Generation and Engineering Services

· Low cost acquisition of established UK solar business, Beco, strengthens the Engineering Services Division's in house solar capabilities and provides credibility to pursue large and small solar projects in Chile and world-wide

· On-Grid Power Generation:

o Construction of the first two wind projects, totalling 15MW, is progressing on schedule and budget, with targeted commissioning by the end of 2014

o Exclusive framework agreement for up to US$69m of equity financing signed with existing equity partner Santander Investment Chile Limitada for the next four Chilean wind projects totalling 118 MW

o PPA signed for one of these four, the 9MW Punta Chome project, to provide all the power generated to Empresa Electrica ERNC-1 SpA

· Off-Grid Power Generation (Small Scale):

o MOU signed with TSX listed Mandalay Resources Limited to provide 1.8MW of wind power for a minimum of five years from Rame's own 1.8MW wind farm, to be constructed at the Cerro Bayo mine in Chile

· Revenue for the period of US$397,944 and loss of US$1,226,016 - in line with Company's expectations following completion of the IPO and the positioning of Rame to deliver rapid short term strategic growth in on grid, off grid and engineering services divisions

Post Period End Highlights

· Engineering and Marine Services:

o MOU between Beco and Pakistan based engineering company Vital Tech Engineering & Services (Private) Limited to provide off-grid, renewable energy based, power supply systems for a variety of applications

o Relocated to a new 3,000 sq ft waterside workshop premises in Plymouth - supplying marine engineering services to private customers, commercial vessel operators and government agencies

o Purchase order from subsidiary of Barrick Gold Corporation for the immediate design, supply and installation of new wind monitoring equipment at Barrick's operations at the 20 MW Punta Colorada wind farm Chile

· Raised a total of £1.05m in new equity and debt to accelerate the due diligence and final preparatory work on the next 118MW of wind projects to be financed alongside Santander

Tim Adams, Rame's Chief Executive Officer, said, "Thanks to the progress made during the period, Rame is ideally positioned to capitalise on a broad spectrum of exciting power generation opportunities in Chile and beyond. Whilst our financials are lower than the comparative period, this was expected and reflects both our focus on preparing our near term project pipeline for an accelerated delivery with our partner Santander and crystallising the first critical off grid PPA project for a mine in southern Chile. Additionally, we have bolstered our engineering capabilities and potential future revenues across the business via the acquisition of established UK solar company Beco. We recognise solar generation plays an important and growing role in all our markets and we now have the expertise to offer complete solar engineering and construction solutions in support of our on grid, off grid projects and service businesses as well as being well positioned to benefit from the expected growth in the UK installation market. The commissioning of our first two on-grid wind farms at the end of the year will be a key milestone for Rame as will the progress of the smaller off grid project in Patagonia. At this point we will have delivered strong progress and achieved key milestones in all three divisions providing a strong platform from which we will be able to generate further significant growth in 2015. 

"Rame has an established and growing blue chip industrial client base for energy and engineering services but we are also now working with major financial partners such as Santander to create the financial structure necessary to allow the business to react quickly to the substantial and highly cash generative opportunities that exist in our niche markets. I believe this is testament to the strength of our team and its capabilities, our proven ability to deliver robust projects and economically attractive power solutions to both our service clients and power purchasers, and our comprehensive understanding of, and reach within, our key target markets. With this in mind, and on the back of a very proactive effort to drive the business forward during the first six months of the year, we look forward to providing regular updates on our primary activities, as we focus strongly on project delivery and revenue and earnings growth. Our long track record as a competent, multi-disciplinary engineering business and project developer continues to underpin our rapid transition to Independent Power Producer capable of producing strong earnings from quality power projects"

Chairman's Statement

During the period under review, Rame listed on AIM to provide potential investors with exposure to a genuine niche in the energy sector. Having established ourselves as a credible and competent engineering company through our engineering and construction activities over the last 10 years, the opportunity to transition into an Independent Power Producer ('IPP') in Chile through the development and construction of wind farms alongside our equity partner Santander was the trigger for our IPO. Construction of our first two wind projects, which together comprise 15 MW and for which we have already secured a power purchase agreement ('PPA'), commenced in May 2014 and considering the strong progress to date on site, we are confident that our target to commission these assets by the end of the year will be achieved. This will materially enhance our finances, and combined with the surge in opportunities we are seeing across the small scale off-grid power market, Rame is ideally positioned to generate significant revenues from its three key business streams.

The period under view has, therefore, been one of transition, consolidation and repositioning. Within the period, the Company has taken swift decisive action to restructure; list on AIM; augment its Board; strengthen its solar capacity (through the acquisition of Beco Solar); invest in two on-grid wind farms plus a smaller scale off-grid wind project; and enter into an innovative financial framework with Santander.

This has undoubtedly placed Rame in a stronger position to achieve our goals for the future. However, as expected, the first half of the year led to an increase in our capital costs and professional expenses, with the IPO commanding a significant amount of management time. This naturally impacted on revenues and, as anticipated, leads us to report a loss for the period. Whilst perhaps disappointing compared to the previous period, the results are in line with our expectations and indicative of the operational costs associated with positioning to achieve our long term strategic objective to capitalise on new, potentially lucrative markets. 

As a result of the restructuring, we now have three distinct yet complementary business divisions; on-grid power generation, off-grid power generation and our engineering services. We expect to achieve growth across each division. Significant progress has been made towards this goal by leveraging and expanding our core skills sets, in particular through the successful acquisition of Beco Solar Limited ('Beco') in June. Chile suffers from a strained energy environment and having operated there for a considerable amount of time, we recognised the important role Beco could play in expanding our presence across both power generation divisions. Additionally, considering the solid relationships we have with an array of potential users of our energy, our proven ability to develop commercial power projects in the country and an optimised wind project portfolio already in place, we consider ourselves ideally placed to become a leading on and off-grid power provider in the country and beyond in Latin America. 

Power Generation

On-Grid Power Generation (Large Scale)

In May the Company began construction of its 15MW Raki/Huajache wind projects. The Company has a 20% equity interest in the project with Santander Investment Chile Limitada ('Santander') having acquired the remaining 80% of the equity. The project represents Rame's first equity participation in the construction of two of its wind projects in Chile. The total project cost is US$44.16m and is 74% debt financed by Banco BICE in Chile. The asset has a PPA in place for ten years with Akzo Nobel and the project is on track for completion by the end of the year. The ground preparation for access roads and the foundation areas is now complete with construction of the foundations underway. The site will be powered by five 3MW turbines and the turbine blades arrived recently in the Chilean port of Coronel, closely followed by the nacelles and hubs, leaving only the tower sections in transit - all of which represent important milestones in the development of the project.

Following the successful funding of Raki/Huajache, the Company signed an innovative framework agreement (the 'Agreement') in June with Santander for up to US$69m of equity financing for the Company's next four wind projects in Chile, totalling 118MW. In April, the Company signed a PPA for one of these four, the 9MW Punta Chome project, to provide all the power it produces to Empresa Electrica ERNC-1 SpA; a Chilean energy fund which purchases variable renewable power output and sells firm power to industrial consumers. The requisite environmental approvals have been received for the Punta Chome project.

We are now in the process of expediting the due diligence required by Santander under the Agreement to accelerate the investment decision for all four projects and move to construction. In conjunction with this the Company is gathering further data with a view to enhancing the outputs achievable at the sites and hence improving returns. Subject to final contracts and financing the Company anticipates commencing construction on these projects in Q1 of 2015.

Off Grid Power Production (Smaller Scale)

Throughout the period the Company has been undertaking a number of studies for smaller scale, off-grid fuel displacement power projects. Throughout Chile (and globally) there are vast numbers of potential industrial (particularly mining) customers operating in remote areas using diesel generation. Rame's power supply proposals to off grid customers offer robust economic, logistical and environmental benefits to these remote sites.

The Cerro Bayo mine, owned by TSX listed Mandalay Resources Limited, represents one such project and Rame has signed an MOU to provide power for a minimum of five years from Rame's own 1.8MW wind farm to be constructed on the Cerro Bayo property. The Company is in the process of moving towards final contract for the PPA and expects to announce further developments on the project soon.

In addition to Cerro Bayo, the Company is actively engaged on feasibility studies for two small-scale solar projects in Chile. Importantly, our capability to develop a cost-effective and environmental solution for these clients has been greatly enhanced by our acquisition of Beco during the period under review.

Engineering Services

Energy

As reflected in the decrease in revenues for the period, our engineering services slowed whilst management focused on developing our position as an IPP and completing the IPO. With this now very much in hand as detailed above the engineering services part of our business is now in the process of moving back to previous levels.

Rame's existing extensive wind experience and technical expertise has been bolstered by the acquisition in June of Beco for £150,000 satisfied through the issue of shares. This acquisition greatly complements and strengthens this part of the business giving full EPC capabilities in Photovoltaics ('PV'). Beco specialises in designing, building and installing PV solar energy systems for domestic, commercial, marine and off-grid uses. Beco currently has a number of tenders out for significant developments in the UK and has a strong order book for the rest of the financial year.

In addition to its work in the UK, Beco is also enhancing the Group's offering in Chile. The recent publication of the Net Metering Law allows for electricity surpluses from PV systems to be valued in financial terms and exchanged for further electricity consumption. This effectively unlocks the rooftop solar market in Chile and is likely to lead to huge growth in this sector and presents strong opportunities for Rame.

Beco has also entered into an MOU with Pakistan based engineering company Vital Tech Engineering & Services (Private) Limited ('VTE') to provide off-grid, renewable energy based, power supply systems for a variety of applications which VTE will then install and maintain. Beco has begun designing and quoting for such systems into the Pakistan market.

Aside from the developments in the Group's solar offerings, Rame has continued to provide its engineering services throughout the period to its blue chip client base and is seeing a number of feasibility studies now move towards full project implementation opportunities.

Marine

Whilst not contributing materially to the revenues in the period under review, Rame Marine's engineering services offering has been greatly enhanced by the move in July to its new 3,000 sq. ft. waterside premises at Turnchapel in Plymouth where it benefits from onsite slipways and deep water berthing. It provides for the full range of diagnostic and engineering services for all types of marine propulsion systems and as well as dealing with private customers it is currently engaging with government agencies and commercial vessel operators for various marine servicing contracts. There continues to be a strong interaction between this part of the business and the wind turbine operations and maintenance activities in Chile due to similar skill sets. As a result, new opportunities to undertake turbine re-conditioning work at the same facility in support of off grid wind projects are now being evaluated.

Post-balance sheet events

As well as the significant operational developments covered above, since the period end, the Company has raised a total of £1.05m (the 'Fundraising') in new equity and debt to accelerate the due diligence and final preparatory work on the next 118MW of wind projects to be financed alongside Santander. Of the Fundraising, £750,000 was raised through the placing of 4,838,710 new ordinary shares and £300,000 was by way of an unsecured loan from existing shareholder Amati Global Investors Limited, acting on behalf of Amati VCT plc and Amati VCT2.

Outlook

As shareholders can see, it has been a very busy few months for the Company. We are getting ever closer to the completion of our first large scale production project; have a strong funding partner in place for the next four projects in Santander; we continue to explore smaller scale, off-grid, higher margin, generation projects; have successfully integrated our first acquisition in Beco and our engineering business is re-establishing itself in its market place. Our challenge now is not in the sourcing of projects but in their execution (in which we believe we have the track record and are demonstrating that once more at Raki/Huajache) and, critically, in structuring the required financing. Rame must explore traditional and innovative financing structures to support its project roll out opportunities as well as continue to recycle cash and drive down its capital cost.

As demonstrated by the milestones met to date, we believe we are getting ever closer to our goal of becoming a multi-disciplined company with multiple revenue streams seeking to supply stable, commercially attractive energy directly to major industrial corporations both on and off grid by combining the optimal generating technology and plant design with efficient financing and the proven ability to execute.

For further information, please call one of the contacts below or visit the Company's website, www.rame-energy.com. 

Unaudited interim consolidated income statement

For the six months to 30 June 2014

Unaudited interim consolidated balance sheet

As at 30 June 2014

Unaudited interim consolidated cash flow statement

For the six months to 30 June 2014

Unaudited interim consolidated statement of changes in equity

For the six months to 30 June 2014

Notes to the unaudited interim consolidated financial information

1. General information

The principal activity of the Group is as international energy consultant, engineer and power generator for the on and off-grid energy market. The registered office is at PO Box 207, 13-14 Esplanade, St Helier, Jersey, JEI 1BD.

2. Statement of compliance

While the financial information included in this unaudited interim financial statement has been prepared in accordance with the recognition and measurement criteria of International Financial Reporting Standards (IFRSs), this announcement does not itself contain sufficient information to comply with IFRS.

The Group does not anticipate any change in these accounting policies for the year ended 31 December 2014. As permitted, this interim report has been prepared in accordance with the AIM rules and not in accordance with IAS 34 "Interim financial reporting".

3. Accounting policies

The same accounting policies, presentation and methods of computation are followed in this condensed consolidated financial information as were applied in the preparation of the Company's annual audited financial statements for the year ended 31 December 2013 , and also the following accounting policy has been adopted.

Scope and methods of consolidation

The consolidation methods used by the Group consist of the following:

- subsidiaries (entities over which the Group exercises exclusive control) are fully consolidated;

- entities over which the Group exercises joint control are consolidated using the proportionate method, based on the Group's percentage interest;

- the equity method is used for all associate entities over which the Group exercises significant influence. In accordance with this method, the Group recognises its proportionate share of the investee's net income or loss on a separate line of the consolidated income statement under 'share in net income of associates'.

The Group analyses what type of control exists on a case-by-case basis, taking into account the situations illustrated in IFRS.

All intra-group balances and transactions are eliminated on consolidation.

The presentational currency of the Group is US dollars.

4. Earnings per share - basic and diluted

The calculation of earnings per share is based on a loss of $1,226,016 for the 6 months ended 30 June 2014 (6 months ended 30 June 2013: loss $471,313) and the weighted average number of shares in issue in the period to 30 June 2014 of 84,204,535 (30 June 2013: 63,831,176).

Diluted earnings per share is calculated by adjusting the weighted average number of ordinary shares outstanding to assume conversion of all dilutive potential ordinary shares. The warrants in issue during the period to 30 June 2014 are anti-dilutive and, therefore, are not included in the above calculation.

The basic and diluted loss per share in the period ended 30 June 2013 is the same as there were no outstanding options or warrants.

5. Stated Capital Account

On 31 January 2014, the Company entered into a Shareholder Subscription and Restructuring Agreement pursuant to which the parties agreed to formally document their shareholdings and allotment of and subscription for shares in the Company, subscription of a total of 66,933,508 Ordinary Shares by various parties to the agreement and various third parties for a total of £66.93 at a price of 0.000001 pence per Ordinary Share.

On 11 February 2014, the Company raised USD 2.2 million from the issue of 9,116,666 Ordinary Shares and on 19 February 2014 the Company raised USD 1.5 million from the issue of 6,430,325 Ordinary Shares. Before 31 December 2013 the company had received $2,553,409 in relation to 10,639,213 of these Ordinary Shares and in return it issued share allotment certificates.

By notice dated 31 March 2014, Pires as holder of all the Convertible Loan Notes, gave notice to convert all the Convertible Notes into 3,037,037 Ordinary Shares (forming part of the Admission Shares) subject to Admission taking place within 14 days of the date of the notice and effective upon Admission.

On 31 March 2014, the Company entered into an agreement with Timothy Adams pursuant to which Timothy Adams agreed to convert a loan of £158,762 to the Company into 882,011 Ordinary Shares on Admission at £0.18.

On 31 March 2014, the Company entered into an agreement with Splendid Suns Holdings Limited pursuant to which Splendid Suns Holdings Limited agreed to convert a loan of £118,727 to the Company into 659,594 Ordinary Shares on Admission at £0.18.

On 31 March 2014, the Company filed an Admission document to list its shares on the AIM Market raising £1.3 million from the issue of 7,222,223 Ordinary Shares.

6. Investment in associate

7. Intangible assets