Nostra Terra Oil and Gas Company Annual Report and Accounts 2019 ANNUAL REPORT AND ACCOUNTS 2019 Registration number: 05338258 Nostra Terra Oil and Gas Company Annual Report and Accounts 2019 Contents Company Information Chairman’s Report Chief Executive Officer’s Report Strategic Report Directors’ Report Directors’ Information Corporate Governance Report Independent Auditor’s Report Consolidated Income Statement Consolidated Statement of Comprehensive Income Consolidated Statement of Financial Position Company Statement of Financial Position Consolidated Statement of Changes in Equity Company Statement of Changes in Equity Consolidated and Company Statement of Cash Flows Notes to the Financial Statements Page 1 2 3 5 7 11 12 15 20 21 22 23 24 25 26 27 www.ntog.co.uk Nostra Terra Oil and Gas Company Annual Report and Accounts 2019 Nostra Terra Oil and Gas Company Annual Report and Accounts 2019 Company Information Directors Stephen Staley (Non-Executive Chairman) Matt Lofgran (Chief Executive Officer) John Stafford (Non-Executive Director) Secretary International Registrars Limited Registered office Salisbury House, London Wall, London EC2M 5PS Registered number 05338258 (England and Wales) Auditor Jeffreys Henry LLP Finsgate 5-7 Cranwood Street London EC1V 9EE Nominated adviser and broker Strand Hanson Limited 26 Mount Row London W1K 3SQ Broker Novum Securities Limited 10 Grosvenor Gardens Belgravia London SW1 0DH Solicitors Druces LLP Salisbury House London Wall, London EC2M 5PS Bankers National Westminster Bank plc PO Box 712 94 Moorgate London EC2M 6XT Registrars Share Registrars Ltd The Courtyard 17 West Street Farnham Surrey GU9 7DR Website www.ntog.co.uk 3 Chairman’s Report For the international oil industry 2019 was a generally less volatile year than 2018, with oil trading within a relatively narrow range. Nostra Terra’s benchmark crude, West Texas Intermediate (“WTI”), 2019 saw prices fluctuate between $47 and $66 per barrel with an average price of around $57. However, the average WTI price in 2019 was about $7 less than the average for 2018 (source: EIA). Against this background the Company continued to produce oil efficiently and safely from its Texan Permian Basin and Pine Mills properties. The average total daily production rates for 2019 was 92 barrels (net) compared to 102 barrels (net) in 2018, this illustrates the stability of our production base. Net proven and probable reserves increased by 276%, from 646,280 to 2,429,660 barrels, showing the progress Nostra Terra has continued to make in developing its US asset portfolio. An approach by Cypress Minerals LLC during 2019 has, after the end of the reporting period, resulted in a signed farm- in agreement to an 80-acre sub-area of our Pine Mills asset. This should give Nostra Terra a 32.5% interest in a new, low-risk well in H2 2020. 25% of the well costs are to be carried by Cypress and, with success, it should increase our daily production volumes and revenues substantially. In the Permian Basin the Twin Well, drilled in 2018, achieved payback in less than one year. Engineering and economics studies by Trey Resources Inc. of the Mesquite asset carried out during the year indicated 2,429,660 barrels of gross recoverable oil with an indicative NPV9 of USD $24 million. The Company continued to benefit during the year from oil price hedges put in place over approximately half of its production volumes and from its $5 million Senior Lending Facility with Washington Federal bank. Both are highly valuable facilities, the latter of which enhances Nostra Terra’s ability to take advantage of opportunities as they arise. In February 2019 Nostra Terra conducted a successful capital raise of £1.15 million (before expenses) to support development of the Company’s assets and to further strengthen its balance sheet. In November 2019 the Company’s wholly-owned subsidiary, Nostra Terra, Inc., reached an agreement with North Petroleum International Company SA which allowed Nostra Terra Inc., to exit the East Ghazalat Concession, onshore Egypt, whilst avoiding any past or future liabilities. Since the end of the reporting period the world has changed; as I write this it remains to be seen what the new world will look like. However, following deep cost-cutting and a keen refocusing on extracting maximum value from existing and new assets, Nostra Terra is well placed to take advantage of the opportunities it will present. I should like to thank our shareholders for their support; I expect the coming months to be exciting ones for Nostra Terra’s investors. Dr Stephen Staley Non-Executive Chairman 30 June 2020 4 Chief Executive Officer’s Report In 2019 The strength of the Company’s assets was reflected in the Twin Well in the Permian Basin which achieved payback in less than one year and at Pine Mills where payback on the entire acquisition cost was achieved in 2 years and 3 months. Both assets continue to be strong producers and areas where we are planning further growth in 2020. During 2019 we progressed development of the Mesquite Asset in the Permian Basin. We completed a Field Development Plan that saw a significant increase in our reserves, primarily at Mesquite. We decided not to continue with the East Ghazalat permit in Egypt. Finally, we maintained operations at Pine Mills, successfully undertaking a workover on a well in early 2020. Revenues for the year were $1,795,000 down from $2,267,000 in 2018, reflecting the lower commodity price environment and a small decline in production. Operating losses increased largely due to one-off legal fees of approximately US$320,000 associated with the arbitration and disposal of the East Ghazalat license, which are accounted for in Administration Expenses). During the year we raised an additional £1,150,000, without a discount to the prevailing bid of Nostra Terra’s share price, allowing us to bring a new institutional investor to the Company in order to strengthen the balance sheet and progress our position at the Mesquite Asset. United States All of Nostra Terra’s operations in the US target conventional reservoirs (i.e. not shale), with lower lifting costs and long-life reserves. Pine Mills – Texas (100% Working Interest) Pine Mills remains the core asset for Nostra Terra providing stable production. Following prior successful workovers we performed an additional workover that had good initial results. In 2020 a new powerline was run, equipment upgraded and the well was put into continuous production. Permian Basin – Texas (50 – 75% Working Interest) In prior years, we made three different acquisitions in the Permian Basin. These were leases that had existing, albeit nominal rates of, production. The reason for the acquisitions was to gain upside through additional drilling locations on the leases, in a proven oil field, and during a lower oil price environment. In 2018, we brought two new wells into production. In February 2019 we announced that the first well paid out in under one year, meaning production rates were strong enough to generate a return of all our well costs in a rapid manner. The second well is performing to expectations. We have numerous other potential drilling locations that we keep in inventory to potentially drill in the future. Mesquite – Permian Basin Texas (100% Working Interest) The Mesquite Asset, in the Permian Basin, is located in a field that is proven to produce from multiple stacked-pay reservoirs with long-established producing vertical wells that were drilled on 40-acre spacing. In recent years operators have successfully drilled wells with tighter spacing. Nostra Terra believes the Mesquite Asset has much greater development potential if drilled horizontally. The target formations at the Mesquite Asset are “tight”, meaning the oil- bearing rock formations are of low permeability. As such, they have characteristics that make them ideal targets for horizontal drilling and have delivered substantial oil production in other nearby areas of the Permian Basin. This combination of multiple stacked pay targets and the potential uplift provided by drilling horizontally supports our view that the Company can achieve significantly better production and revenues compared to historical operations. Egypt East Ghazalat – Western Desert (50% Working Interest) There was a dispute inherited from a prior partner regarding the Joint Operating Agreement. Since the acquisition of interest from that partner, Nostra Terra did not make any further investment in the asset. During the year we went through an arbitration process to address cash calls from the operator. In May the hearing was held at the London Court of International Arbitration (“LCIA”). In August 2019 the LCIA ruled that the cash calls needed to be paid in accordance with the Joint Operating Agreement. Nostra Terra then made a strategic decision to exit the asset, to avoid further operational and financial risk not in its control. In November the Company reached an agreement to transfer its interest in the Concession to the operator with no cash paid nor liabilities for any past losses. 5 Chief Executive Officer’s Report (continued) Senior Lending Facility Nostra Terra has a $5 million Senior Lending Facility. The borrowing base at the end of the year was $1.78 million at a 5.0% interest rate, (with a variable rate of the greater of 4.25% and WSJ Rate plus 25 basis points). Post-year end the Facility was extended a further two years to 29 January 2022. This flexible facility provides an attractive opportunity to use non-dilutive funds to grow the Company. Outlook 2020 has so far been a difficult time for the industry with WTI oil prices reaching negative (for a couple of days) for the first time in history. Throughout all of the downturn we have been supported by very strong hedges that we put in place, from $55.15 - $57.15 per barrel for just over half of our production through 31 December 2020. As a result, the Board has had the time to assess and implement further changes, both corporate and operational, to ensure we make it through the difficult times that the industry and the economy in general is experiencing due to Covid-19. The Board feels that we are very well positioned to grow during this time. We have started to demonstrate this, with a farmout for an undrilled area of Pine Mills, and will look to continue delivering in the weeks and months to follow. Matt Lofgran Chief Executive Officer 30 June 2020 6 Strategic Report The directors present their Strategic Report of Nostra Terra Oil and Gas Company plc (“the Company”) and its subsidiaries (collectively “the Group”) for the year ended 31 December 2019. Principal activity The group’s principal activity is the exploitation of hydrocarbon resources focusing at present in the USA. Our strategy 1 Grow Production and Reserves from Permian Basin and Pine Mills 2 Increase cashflow from production growth 3 Acquisitions when suitable 4 Use technological advancements to extract further value from maturing assets 5 Further develop strategic partnerships with potential farm-in partners and cornerstone investors Our business model Nostra Terra is focused on achieving profitable, rapid and sustainable growth within established hydrocarbon provinces. We see the scope for sustained profitable growth, throughout many well-established hydrocarbon systems, as virtually unlimited. Our business model is to continue upgrading our exploration and production portfolio by identifying, screening and investing in a diverse pipeline of upstream assets, targeting the most attractive established hydrocarbon areas. We focus on conventional reservoirs where assets have lower lifting costs and long-life reserves. Review of business, future developments, trading outlook and future strategy The results for the year and financial position of the Company and the Group are shown in the financial statements from page 20, and are also noted in the Chairman’s Report on page 2 and the Chief Executive Officer’s Report on page 3. Growth opportunities Nostra Terra is focused on the Permian Basin, such as the Mesquite Asset, which offers the Company much larger growth potential in both vertical and horizontal wells. The initial acquisition of the Mesquite Asset increased the Company’s Permian Basin acreage by 308%, while also being a major contributor to the 276% increase in 2P (Proven and Probable) reserves for the year. Key themes for 2019 Continuing OPEC+ cuts: a more urgent imperative to get prices back on a firmer footing • • Doing more with less: investors are likely to pay attention to the type of spending - look for an increase in • capital to be committed to short cycle, infrastructure-led opportunities Returning money to shareholders: a growing number of International E&P companies are typically paying a dividend – dominated by stocks with major shareholders Key performance indicators At this stage in the Company’s development, the directors regularly monitor key performance indicators associated with managing liquid resources, namely: cash flows and bank balances; general administrative expenses, which are tightly controlled; and the level of production. Cash and cash equivalents Administrative expenses Production (net) 2019 $’000 240 1,614 BOE 33,179 2018 $’000 72 1,324 BOE 37,384 The increase in administrative expenses is due to the exceptional costs in relation to the East Ghazalat dispute. 7 Strategic Report (continued) Principal risks and uncertainties Managing Our Risk Risk management is at the core of achieving our strategy and delivering long-term value to shareholders. The Board, its Committees and the executive team are actively engaged in setting the risk agenda, as well as managing both risks and opportunities to the Company. The Company maintains a Risk Register as a part of the Board’s fiduciary and oversight responsibilities. Definition of Risk Risk is defined as a potential future event that may influence the achievement of business objectives. This includes both “upside” (opportunity) and “downside” (threat) risks. Risks and opportunities can come from a variety of sources and can be directly related to the Company’s operational and commercial activities and support functions, or they can arise externally: from suppliers, regulators, competitors; from the economic environment or political climate. Risk Management The Company is acutely aware of the risks associated with oil and gas activity. Such risks range from global commercial risks such as stock market volatility and commodity pricing to geopolitical risks in terms of market access, tariffs and contractual relationships through to operational risks ensuring the safety of our personnel and subcontracting staff and protecting the environment in which we work. The management takes steps to identify and mitigate these risks wherever possible. An example of this is the establishment of a hedging facility to protect the Company from oil price. The hedges secured 1,500 barrels per month at $60/bbl until the end of December 2019, providing a strong commercial basis for all business activity. Hedges secured for 2020 ranged from 1,500 to 1,800 barrels per month at $55.15 to $57.18/bbl (depending on month) until the end of December 2020. The Board shall continue to address risk management on behalf of our shareholders. The key risk in development and production is the technical risk of not finding and producing sufficient hydrocarbons to be economic when a well is drilled. While the US mid-continent is a proven hydrocarbon region and is seeing resurgence through the application of new drilling and well completion technologies, there are environmental and economic risks, as there are in any hydrocarbon region. Further information relating to risk can be found on note 20 of these accounts. Section 172 Statement Section 172 of the Companies Act 2006 requires Directors to take into consideration the interests of stakeholders and other matters in their decision making. The Directors continue to have regard to the interests of the Company’s employees and other stakeholders, the impact of its activities on the community, the environment and the Company’s reputation for good business conduct, when making decisions. In this context, acting in good faith and fairly, the Directors consider what is most likely to promote the success of the Company for its members in the long term. We explain in this annual report, and referenced herein, how the Board engages with stakeholders. This report was approved by the board of directors on 30 June 2020 and signed on behalf of the board by: Matt Lofgran Chief Executive Officer 8 Directors’ Report The directors present their annual report and audited financial statements for the year ended 31 December 2019 Listing The Company’s ordinary shares have been quoted on the AIM market of the London Stock Exchange since 20 July 2007. Strand Hanson Limited is the Company’s nominated advisor and joint broker. Shard Capital Stockbrokers is the Company’s joint broker. The closing mid-market price at 31 December 2019 was 1.05p (2018: 2.45p). Results and dividends The loss for the year ended 31 December 2019 was $1,739,000 (2018: $930,000). No dividends will be distributed for the year ended 31 December 2019 (2018: $nil). Directors The following directors have held office for the year ended 31 December 2019: K E Ainsworth (resigned post year end, on 02 March 2020) M B Lofgran J Stafford G H S Staley (appointed post year end, on 3 March 2020) The directors’ remuneration for the years ended 31 December 2019 and 2018 are summarised as follows: M B Lofgran K E Ainsworth J Stafford Total M B Lofgran K E Ainsworth J Stafford Total Salary $ 250,000 - - 250,000 Salary $ 250,000 - - 250,000 Fees $ - 109,408 43,119 152,527 Fees $ - 121,647 40,037 161,684 Share-based payments $ 2,161 720 540 3,421 Share-based payments $ 1,442 481 361 2,284 2019 Total $ 252,161 110,128 43,659 405,948 2018 Total $ 251,442 122,128 40,038 413,968 There were no benefit-in-kind payments during the year. More detail on the share options issued to Directors’ during the year are disclosed within the share-based payment note together with the outstanding options and warrants at the year end, please refer to note 23. 9 Directors’ Report (continued) At 31 December 2019, the directors’ beneficial interests in the company’s issued share capital were as follows: Number of ordinary shares of 0.1 p each 31.12.19 Percentage of issued share capital Number of ordinary shares of 0.1 p each 6,525,976 3,783,656 - - 3.31 1.92 - - 5,975,976 3,079,267 - - 31.12.18 Percentage of issued share capital 4.06 2.09 - - M B Lofgran K E Ainsworth J Stafford G H S Staley Remuneration Committee and Policy The Remuneration Committee takes into account both group and individual performance, market value and sector conditions in determining directors’ remuneration. The group’s policy is to pay only minimum salaries compared with peer companies in the oil and gas sector, until the group has established a good position with acreage, assets, income and cash at hand. All current salaries are without pension or benefits. Substantial shareholders As at 25 June 2020, the Company was aware of the following interests in its issued share capital: Number of ordinary shares of 0.1 p each Percentage of issued share capital John Geoffrey Bolitho M Lofgran E Ainsworth Jim Nominees Limited Barclays Direct Investing Nominees Limited The Bank Of New York (Nominees) Limited HSBC Global Custody Nominee (UK) Limited Interactive Investor Services Nominees Limited HSDL Nominees Limited Hargreaves Lansdown (Nominees) Limited 40,000,000 38,525,976 33,257,979 28,772,499 19,891,376 19,791,666 15,847,487 15,217,213 12,484,218 11,178,575 Political and charitable contributions The group made no political or charitable contributions during the year (2019: $nil). Events after the reporting period Refer to note 26 for details. 11.2% 10.8% 9.3% 8.1% 5.6% 5.5% 4.4% 4.3% 3.5% 3.1% Publication of accounts on company website The company publishes the financial statements on its website. The directors are responsible for the website’s maintenance and integrity, and their responsibility also extends to the financial statements contained therein. Indemnity of officers The group may purchase and maintain, for any director or officer, insurance against any liability. The group maintains appropriate insurance cover against legal action bought against its directors and officers. 10 11 Directors’ Report (continued) Financial instruments The group does not have formal policies on interest rate risk or foreign currency risk. The group would be exposed to foreign currency risk on sales and purchases that are denominated in a currency other than United States Dollars ($). The group maintains a natural hedge that minimises its foreign exchange exposure by matching foreign currency income with foreign currency costs. For the time being, the group does not consider it necessary to enter into foreign exchange contracts to manage its foreign currency risk, given the nature of its business. Going concern The directors believe that, based on the forecasts and projections they have prepared, the resources available will be sufficient for the Company and its subsidiaries to continue as a going concern for the foreseeable future when taking into account proceeds generated from production, the post year end share issue and expected availability of loan facilities and/or equity issue. Going concern is discussed more fully in note 1. The Directors have concluded that this combination of circumstances should they not materialise, represents uncertainty upon the Company’s ability to continue as a going concern. Nevertheless, after making enquiries, and considering the uncertainties described and disclosed in note 1 of the accounts, above, the Directors have a reasonable expectation that the Group will have adequate resources to continue in operational existence for the foreseeable future. For these reasons, they continue to adopt the going concern basis in preparing the annual report and accounts. COVID-19 response The Company recognises the uncertainty and volatility caused by the ongoing Covid-19 crisis. The health and safety of our staff and associates is of primary concern and we have taken steps to mitigate this risk by avoiding face to face meetings and the greater adoption of video-conferencing. This year’s AGM will reflect the current business environment. Economically, the worldwide slump in activity and drop in oil prices has put the energy sector under severe stress, Nostra Terra have not been immune to this but have greatly benefitted from the ongoing hedges protecting around 50% of production. Operationally, activity, contractors and management remuneration have been reduced to reflect the lower price environment, however, we remain in a position to quickly and cheaply ramp up production as prices recover. Statement of directors’ responsibilities The directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations. Company law requires the directors to prepare financial statements for each financial year. Under that law, the directors are required to prepare the Group and Company financial statements in accordance with International Financial Reporting Standards (IFRSs) as adopted for use in the European Union. Under company law, the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Group and Company, and of the profit or loss of the Group and Company for that period. In preparing these financial statements, the Directors are required to: • select suitable accounting policies and then apply them consistently; • make judgments and estimates that are reasonable and prudent; • • state whether the IFRSs as adopted by the European Union have been followed, subject to any material departures disclosed and explained in the financial statements; and prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group and Company will continue in business. 12 Directors’ Report (continued) Statement of directors’ responsibilities (continued) The Directors are responsible for keeping accounting records that are sufficient to show and explain the Group’s and Company’s transactions. These records must disclose with reasonable accuracy at any time the financial position of the Group and Company and to enable the Directors to ensure that any financial statements prepared comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and Group and hence for taking reasonable steps for the prevention and detection of fraud, error, non-compliance with law and regulations and other irregularities. The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company’s website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions. The Company is compliant with AIM Rule 26 regarding the Company’s website. Statement as to disclosure of information to auditors Each of the persons who is a Director at the date of approval of this annual report confirms that: • • so far as the Director is aware, there is no relevant audit information of which the Company’s auditor is unaware; and the Director has taken all the steps that he ought to have taken as a Director in order to make himself/herself aware of any relevant audit information and to establish that the Company’s auditor is aware of that information. Auditors Jeffreys Henry LLP have expressed their willingness to continue in office as auditor and will be proposed for reappointment at the next Annual General Meeting. This report was approved by the board of directors on 30 June 2020 and signed on behalf of the board by: Matt Lofgran Chief Executive Officer 13 Directors’ Information Dr Stephen Staley Non-Executive Chairman Dr Stephen Staley (60) has 37 years of wide-ranging management, technical and commercial experience in the international oil, gas and power sectors. Steve was until October 2019 the CEO, director and co- founder of Upland Resources Limited, a London-listed oil & gas company currently with assets onshore and offshore UK and onshore Tunisia. He also sits on the boards of two other oil & gas companies: as non-executive chairman of Predator Oil & Gas Holdings PLC, on the Standard List of the London Stock Exchange, and as a non-executive director of 88 Energy Ltd, which is listed on both AIM and ASX. He has also co-founded and floated two further London-listed oil & gas companies and was both a technical consultant to, and non-executive director of, Cove Energy plc – the highly successful East Africa focused explorer. Prior to this he has worked for companies including Cinergy Corp. and Conoco. He holds a BSc (Hons.) in Geophysics from Edinburgh University, a PhD in Petroleum Geology from Sheffield University and an MBA from Warwick University. He is a Fellow of the Geological Society and a member of the EAGE, the PESGB and The Arctic Club. Matt Lofgran Chief Executive Officer Matt Lofgran (44) has wide experience of business development in the energy, real estate and communications sectors. Prior to becoming CEO of Nostra Terra in July 2009, he was with Robson Energy, LLC, latterly as Vice President of International Business Development. In this capacity, he launched the oil and gas, field services and coal divisions, and was responsible for extending Robson Energy’s activities into Mexico. Mr Lofgran holds a Bachelor of Business Management degree from the University of Phoenix and a Global MBA from Thunderbird School of Global Management. Mr Lofgran is also a Director of Elephant Oil Limited. John Stafford Non-Executive Technical Director John Stafford (59) has over 35 years’ experience in the oil & gas industry. As Vice President of Operations at Gulf Keystone (LSE: GKP) 2014–2017, he oversaw 40,000 bopd, having joined that Company as Manager, Geology & Geophysics in early 2009. John is a geoscientist, with specialist expertise in oil field development and reserve certification and reporting. Mr Stafford has worked with well-known companies in the oil and gas industry, such as ECL, Schlumberger and PGS, managing projects in integrated field management and all aspects of reserves certification and reporting. This includes the production of Competent Persons Reports. John has further experience of fractured reservoir development and risk management. 14 Corporate Governance Report As an AIM-quoted company, the Company is required to apply a recognised corporate governance code, demonstrating how the Group complies with such corporate governance code and where it departs from it. The directors have formally taken the decision to apply the QCA Corporate Governance Code (the “QCA Code”). The Board recognises the principles of the QCA Code, which focus on the creation of medium to long-term value for shareholders without stifling the entrepreneurial spirit in which small to medium sized companies, such as Nostra Terra, have been created. QCA Principles The Board recognises the importance of corporate governance, and we therefore apply the QCA code. QCA Code Principle 1 2 3 4 5 6 7 8 9 10 Disclosure Nostra Terra Reference Establish a strategy and business model which promote long-term value for shareholders. See Strategic Report of this 2019 Annual Report Seek to understand and meet shareholder needs and expectations. See the Chief Executive Officer’s Statement of this 2019 Annual Report Take into account wider stakeholder and social responsibilities and their implications for long term success. Embed effective risk management, considering both opportunities and threats throughout the organisation. Detailed within AIM Rule 26, available to view via www.ntog.co.uk See note 20 of this 2019 Annual Report Maintain the board as a well-functioning balanced team led by the Chair. See the Corporate Governance Report of this 2019 Annual Report Ensure that between them the directors have the necessary up to date experience, skills and capabilities. Evaluate the Board performance based on clear and relevant objectives, seeking continuous improvement. Detailed within AIM Rule 26, available to view via www.ntog.co.uk Nostra Terra’s board is small and extremely focused on implementing the Company’s strategy. However, given the size and nature of Nostra Terra, the Board does not consider it appropriate to have a formal performance evaluation procedure in place. As described and recommended in Principle 7 of the QCA Code, the board will closely monitor the situation as it grows. Promote a corporate culture that is based on ethical values and behaviours. Detailed within AIM Rule 26, available to view via www.ntog.co.uk Maintain governance structures and processes that are fit for purpose and support good decision making by the Board. Communicate how the Company is governed and is performing by maintaining a dialogue with shareholders and other relevant stakeholders. Detailed within AIM Rule 26, available to view via www.ntog.co.uk See the Corporate Governance Report of this 2019 Annual Report 15 Corporate Governance Report (continued) Accountability The Board of Directors The board comprises one executive director and two non-executive directors. It meets at least four times a year, as issues arise which require board attention. The board has a formal schedule of matters specially referred to it for decision. The directors are responsible for: • Management structure and appointments • Consideration of strategy and policy • Approval of major capital investments and transactions • Significant financing matters The board has Audit, Remuneration and Nomination Committees, the roles and responsibilities of which are discussed below. Audit Committee The Audit Committee comprises Stephen Staley as Chairman, and John Stafford. Both have considerable and relevant financial experience. The Audit Committee has terms of reference agreed by the board and meets at least twice a year. The committee provides an opportunity for reporting by the Company’s auditors, and is responsible for: • Monitoring, in discussion with the auditors, the integrity of the financial statements and announcements of the Company • • Reviewing the Company’s internal financial controls and risk management systems Reviewing and monitoring the external auditor’s independence, and the objectivity and effectiveness of the audit process, taking into consideration relevant UK and other professional and regulatory requirements The Audit Committee is also responsible for making recommendations to the board to be put to shareholders for their approval in general meeting in relation to the appointment, reappointment and removal of the external auditors and to approve the external auditors’ remuneration and terms of engagement. Other responsibilities include considering annually whether there is a need for an internal audit function and making a recommendation to the board, and reviewing arrangements by which the Group’s staff will be able to raise concerns about possible improprieties in matters of financial reporting or other matters related to the Group. Remuneration and Nomination Committees The Remuneration and Nomination Committees, which meet at least twice a year, consist of Stephen Staley as Chairman and John Stafford. Based on the terms of reference approved by the board, the Remuneration Committee is responsible for: • Determining and agreeing with the board the framework or broad policy for the remuneration of the Chief Executive Officer and other members it is designated to consider Setting the remuneration for all executive directors and the Company Secretary Recommending and monitoring the level and structure of remuneration for senior management • • • Determining targets for any performance-related pay schemes operated by the Group • Determining the policy and scope of pension arrangements for each executive director • Ensuring that contractual terms on termination and any payments made are fair to the individual and the Company. 16 Corporate Governance Report (continued) Remuneration and Nomination Committees (continued) The Remuneration Committee determines the terms and conditions of service of executive directors. This includes agreeing the policy for authorising claims for expenses from the Chief Executive Officer and, within the terms of the agreed policy, recommending the total individual remuneration package of any executive director including, where appropriate, bonuses, incentive payments and share options. The Nomination Committee is responsible for ensuring all director appointments are considered by the Committee before their formal recommendation to the board for approval. Shareholder Relations Communications with shareholders are very important and are given a priority. The Company maintains a website, www.ntog.co.uk, to improve information flow to shareholders and potential investors. It contains inter alia information about the Company’s activities, and annual and interim reports. Shareholders are welcome to make enquiries on any matters relating to the business and to their shareholdings. The Company encourages shareholders to attend the Annual Meeting (although this will not be possible this year), at which they will be given the opportunity to put questions to the chairman and other members of the board. All regulatory information is published via a Regulatory Information Service before anywhere else. Internal Financial Control The board is responsible for establishing and maintaining the Company’s system of internal controls and for reviewing their effectiveness. They are designed to safeguard the Company’s assets and to ensure the reliability of the financial information for both internal use and external publication. The controls that include financial, operational and compliance matters and management are reviewed on an ongoing basis. A system of internal control can provide only reasonable, and not absolute, assurance that material financial irregularities will be detected or that risk of failure to achieve business objectives is eliminated. The board has considered the need for an internal audit function but because of the size and nature of its operations does not consider it necessary at this time. Dr Stephen Staley Non-Executive Chairman 17 Independent Auditor’s Report To the members of Nostra Terra Oil and Gas Company plc Opinion We have audited the financial statements of Nostra Terra Oil & Gas Company Plc (the ‘parent company’) and its subsidiaries (the ‘group’) for the year ended 31 December 2019 which comprise the consolidated income statement, the consolidated statement of comprehensive income, the consolidated and company statements of financial position, the consolidated and company statements of cash flows, the consolidated and company statements of changes in equity and notes to the financial statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in the preparation of the Group financial statements is applicable law and International Financial Reporting Standards (IFRSs) as adopted by the European Union. The financial reporting framework that has been applied in the preparation of the parent company financial statements is applicable law and United Kingdom Accounting Standards. In our opinion, • • • • the financial statements give a true and fair view of the state of the group’s and of the parent company’s affairs as at 31 December 2019 and of the group’s loss for the year then ended; the group financial statements have been properly prepared in accordance with IFRSs as adopted by the European Union; the parent company financial statements have been properly prepared in accordance with IFRSs as adopted by the European Union and as applied in accordance with the provisions of the Companies Act 2006; the financial statements have been prepared in accordance with the requirements of the Companies Act 2006. Basis for opinion We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard as applied to listed entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Material uncertainty related to going concern In forming our opinion on the financial statements, which has not been modified in respect of this matter, we have considered the adequacy of the disclosures made in note 1 to the financial statements concerning the Group’s ability to continue as a going concern. The Group incurred a net loss of $1,739k during the year ended 31 December 2019 and, at that date, had net current liabilities of $1,002k with net liabilities of $533k. These conditions, along with the other matters explained in note 1 to the financial statements indicate the existence of a material uncertainty which may cast significant doubt over the Group’s ability to continue as a going concern. The financial statements do not include the adjustments that would result if the Group was unable to continue as a going concern. Our opinion is not modified in respect of this matter. 18 Independent Auditor’s Report (continued) To the members of Nostra Terra Oil and Gas Company plc Key Audit Matters Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) we identified, including those which had the greatest effect on: the overall audit strategy, the allocation of resources in the audit; and directing the efforts of the engagement team. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. This is not a complete list of all risks identified by our audit. Key audit matters How our audit addressed the key audit matter Carrying value of producing oil and gas assets Carrying value of producing oil and gas assets The Group holds multiple leases over producing oil and gas assets (wells) which are recorded as both tangible and intangible assets. Carrying values at the year-end are: • • Intangibles: $1,787k (2018: $1,873k) Tangibles: $690k (2018: $536k) We have understood and assessed the methodology used in the capitalisation of these assets. A review of the producing wells was undertaken with a view of identifying any indication of impairment. This entailed comparing oil reserves and net present values from the independent reserves report produced by APN Consultants LLC to the asset carrying values, and a detailed review of producing wells. Going concern assumption The Group is dependent upon its ability to generate sufficient cash flows to meet continued operational costs and hence continue trading. The Directors have considered the cash requirements of the business for the following 12 months. As part of this process, they have taken into account existing liabilities, along with detailed operating cashflow requirements. The projections prepared include ongoing running costs of the Group, expected levels of production, estimated WTI oil prices at the date of approving the financial statements. The Directors believe that they can draw down on the borrowing facilities and/or raise additional equity. In addition, the Directors have identified additional cost reductions which may be implemented if necessary. Key assumptions that impact the conclusions are the ability to fundraise and the ability to control operating costs. These are therefore inherent risks that the forecasts may overstate future income or understate future costs, and that the Group will not be able to operate within its cash resources and continue to operate as a going concern. We have performed the following audit procedures: Evaluated the suitability of management’s model for the forecast. The forecast includes a number of assumptions related to future cash flows and associated risks. Our audit work has focused on evaluating and challenging the reasonableness of these assumptions and their impact on the forecast period and ensuring that all key matters are correctly disclosed in the going concern note. Specifically, we obtained, challenged and assessed management’s going concern forecast and performed procedures including: • Verifying the consistency of key inputs and fund raisers relating to future income and costs to other financial and operational information obtained during the audit; Corroborated with management relating to future cash inflows. • • We reviewed the latest management accounts to gauge the financial position. • We performed sensitivity analysis on the cash flow forecasts prepared by the directors. • We performed a mechanical check on the cash flow forecast model prepared by the directors. Considered the Group’s historic ability to raise funds; and • Independent Auditor’s Report (continued) To the members of Nostra Terra Oil and Gas Company plc 19 Key Audit Matters (continued) Key audit matters How our audit addressed the key audit matter Going concern assumption (continued) The COVID-19 pandemic has created a great deal of uncertainty regarding the future outlook of the business. • Reviewed the financing options available to the Group to evaluate the ability of the Group to pay their debts as they become due. We have enquired with management as to the impact of COVID-19 and the steps being taken to limit the impact of the pandemic on the business. We have reviewed forecasts and latest bank balances to ensure the group can cover its overheads. The forecasts have been stress tested by management and the assumptions have been challenged. Due to the risks outlined above, a material uncertainty relating to going concern is highlighted in the auditor’s report. Our application of materiality The scope of our audit was influenced by our application of materiality. We set certain quantitative thresholds for materiality. These, together with qualitative considerations, helped us to determine the scope of our audit and the nature, timing and extent of our audit procedures on the individual financial statement line items and disclosures and in evaluating the effect of misstatements, both individually and in aggregate on the financial statements as a whole. Based on our professional judgment, we determined materiality for the financial statements as a whole as follows: Overall materiality How we determined it Rationale for benchmark applied Group financial statements Company financial statements $54,000 (2018: $70,000) $32,000 (2018: $40,000) 3% of turnover 2% of gross assets The Group has invested heavily in leases and equipment in the past years to drive revenue growth. As such we believe that revenue is the primary measure used by the shareholders in assessing the performance of the Group, and is a generally accepted auditing benchmark. As the company is a holding company, we believe gross assets is the primary measure used by the shareholders in assessing the performance of the Company and is a generally accepted auditing benchmark. For each component in the scope of our Group audit, we allocated a materiality that is less than our overall Group materiality. The range of materiality allocated across components was between $54,000 and $4,000. We agreed with the Audit Committee that we would report to them misstatements identified during our audit above $2,700 (2018: $3,500) as well as misstatements below those amounts that, in our view, warranted reporting for qualitative reasons. 20 Independent Auditor’s Report (continued) To the members of Nostra Terra Oil and Gas Company plc An overview of the scope of our audit As part of designing our audit, we determined materiality and assessed the risks of material misstatement in the financial statements. In particular, we looked at where the directors made subjective judgments, for example in respect of significant accounting estimates that involved making assumptions and considering future events that are inherently uncertain. As in all of our audits we also addressed the risk of management override of internal controls, including evaluating whether there was evidence of bias by the directors that represented a risk of material misstatement due to fraud. How we tailored the audit scope We tailored the scope of our audit to ensure that we performed enough work to be able to give an opinion on the financial statements as a whole, taking into account the structure of the Group and the Company, the accounting processes and controls, and the industry in which they operate. The Group financial statements are a consolidation of 3 reporting units, comprising the Group’s operating businesses and holding companies. We performed audits of the complete financial information of Nostra Terra Oil & Gas Company Plc, New Horizons Energy LLC and Buccaneer Operating LLC which were individually financially significant and accounted for 100% of the Group’s revenue and 100% of the Group’s absolute loss before tax (i.e. the sum of the numerical values without regard to whether they were profits or losses for the relevant reporting units). Other information The directors are responsible for the other information. The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. Opinions on other matters prescribed by the Companies Act 2006 In our opinion, based on the work undertaken in the course of the audit: • • the information given in the strategic report and the directors’ report for the financial year for which the financial statements are prepared is consistent with the financial statements; and the strategic report and the directors’ report have been prepared in accordance with applicable legal requirements. Independent Auditor’s Report (continued) 21 To the members of Nostra Terra Oil and Gas Company plc Matters on which we are required to report by exception In the light of the knowledge and understanding of the group and parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors’ report. We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion: • adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or • the parent company financial statements are not in agreement with the accounting records and returns; or • certain disclosures of directors’ remuneration specified by law are not made; or • we have not received all the information and explanations we require for our audit. Responsibilities of directors As explained more fully in the directors’ responsibilities statement as set out on page 9, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the group’s and parent company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or the parent company or to cease operations, or have no realistic alternative but to do so. Auditor’s responsibilities for the audit of the financial statements Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report. Use of this report This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed. Sanjay Parmar Senior Statutory Auditor For and on behalf of Jeffreys Henry LLP, Statutory Auditor Finsgate, 5-7 Cranwood Street, London EC1V 9EE 30 June 2020 22 Consolidated Income Statement For the year ended 31 December 2019 Notes 2019 $’000 2018 $’000 Continuing operations REVENUE COST OF SALES Production costs Exploration Well impairment Depletion, depreciation, amortisation Total cost of sales GROSS PROFIT Share based payment Administrative expenses Gain on sale Foreign exchange gain/(loss) OPERATING LOSS Finance costs Other (charges)/ income LOSS BEFORE TAX Income tax LOSS FOR THE YEAR ATTRIBUTABLE TO: Owners of the company EARNINGS PER SHARE Continued operations 1,795 2,267 (1,166) (1,325) - (67) (272) (298) (32) (238) (1,505) (1,893) 290 374 (8) (1,614) - (114) (42) (1,324) 38 17 (1,446) (937) (194) (99) (207) 214 (1,739) (930) - - (1,739) (930) (1,739) (930) 7 5 6 8 Basic & diluted (cents per share) 10 (0.92) (0.65) 23 24 Nostra Terra Oil and Gas Company Annual Report and Accounts 2019 The accompanying accounting policies and notes are an integral part of these financial statements 25 Nostra Terra Oil and Gas Company Annual Report and Accounts 2019 Consolidated Statement of Comprehensive Income For the year ended 31 December 2019 LOSS FOR THE PERIOD OTHER COMPREHENSIVE INCOME: Currency translation differences Total comprehensive income for the year 2019 $’000 (1,739) 2018 $’000 (930) - (1,739) - (930) TOTAL COMPREHENSIVE LOSS FOR THE YEAR ATTRIBUTABLE TO: Owners of the company (1,739) (930) The accompanying accounting policies and notes are an integral part of these financial statements 26 Nostra Terra Oil and Gas Company Annual Report and Accounts 2019 Consolidated Statement of Financial Position As at 31 December 2019 ASSETS NON-CURRENT ASSETS Other intangibles Property, plant and equipment, Oil and gas assets Total non-current assets CURRENT ASSETS Trade and other receivables Deposits and prepayments Other assets Cash and cash equivalents Total current assets LIABILITIES CURRENT LIABILITIES Trade and other payables Borrowings Lease liabilities Total current liabilities NET CURRENT LIABILITIES NON-CURRENT LIABILITIES Decommissioning liabilities Borrowings Lease liabilities Total non-current liabilities NET LIABILITIES EQUITY Share capital Share premium Share based payment reserve Translation reserve Retained losses Notes 11 12 15 16 17 18 13 18 13 19 27 2019 $’000 1,787 690 2,477 352 18 108 240 718 763 941 16 2018 $’000 1,873 536 2,409 402 96 263 72 833 642 723 - 1,720 1,365 (1,002) (532) 239 1,753 16 2,008 217 1,955 - 2,172 (533) (295) 7,435 20,842 92 (676) 6,770 19,978 120 (676) (28,226) (26,487) Nostra Terra Oil and Gas Company Annual Report and Accounts 2019 Total equity (533) (295) The financial statements were approved and authorised for issue by the Board of Directors on 30 June 2020 and were signed on its behalf by: M B Lofgran Director Company registration number: 05338258 The accompanying accounting policies and notes are an integral part of these financial statements 28 Nostra Terra Oil and Gas Company Annual Report and Accounts 2019 Company Statement of Financial Position As at 31 December 2019 ASSETS NON-CURRENT ASSETS Fixed asset investments Total non-current assets CURRENT ASSETS Trade and other receivables Cash and cash equivalents Total current assets LIABILITIES CURRENT LIABILITIES Trade and other payables Borrowings Total current liabilities Notes 2019 $’000 2018 $’000 14 15 16 17 18 - - 6 152 158 546 940 1,486 - - 26 30 56 367 722 1,089 NET CURRENT LIABILITIES (1,328) (1,033) NET LIABILITIES (1,328) (1,033) EQUITY Share capital Share premium Share based payment reserve Translation reserve Retained losses Total equity 7,435 20,842 92 (676) (29,021) (1,328) 6,770 19,978 120 (676) (27,225) (1,033) The financial statements were approved and authorised for issue by the Board of Directors on 30 June 2020 and were signed on its behalf by: M B Lofgran Director Company registration number: 05338258 The accompanying accounting policies and notes are an integral part of these financial statements 29 Nostra Terra Oil and Gas Company Annual Report and Accounts 2019 30 Nostra Terra Oil and Gas Company Annual Report and Accounts 2019 Consolidated Statement of Changes in Equity For the year ended 31 December 2019 Share capital Deferred shares Share premium Share option reserve Translation reserve Retained losses Total $’000 $’000 $’000 $’000 $’000 $’000 $’000 192 6,549 19,105 78 (676) (25,557) (309) - - 29 - - - - - - - 873 - 221 6,549 19,978 - - 665 - - - - - - - - - 941 (77) - - - 42 120 - - - - - - - - (930) (930) (930) (930) - - 902 42 (676) (26,487) (295) - - - - - (1,739) (1,739) (1,739) (1,739) - - - 1,606 (77) (28) - (28) 886 6,549 20,842 92 (676) (28,226) (533) As at 1 January 2018 Loss for the year Total comprehensive loss for the year Shares issued Share based payments As at 31 December 2018 Loss for the year Total comprehensive loss for the year Shares issued Cost of shares issued Share based payments As at 31 December 2019 The accompanying accounting policies and notes are an integral part of these financial statements Share capital is the amount subscribed for shares at nominal value. Share premium represents the excess of the amount subscribed for share capital over the nominal value of those shares net of share issue expenses. Share issue expenses in the year comprise costs incurred in respect of the issue of new shares. Share based payment reserve is a reserve used to recognize the cost and equity associated with the fair value of issues of share options and warrants. Translation reserves arose due to the adoption of US dollars as the presentational currency at the start of the prior accounting period. Further information on the adjustment can be found in note 1. Retained loss represents the cumulative losses of the company attributable to owners of the company. 31 Nostra Terra Oil and Gas Company Annual Report and Accounts 2019 32 Nostra Terra Oil and Gas Company Annual Report and Accounts 2019 Company Statement of Changes in Equity For the year ended 31 December 2019 Share capital Deferred shares Share premium Share option reserve Translation reserve Retained losses Total $’000 $’000 $’000 $’000 $’000 $’000 $’000 192 6,549 19,105 78 (676) (26,100) (852) - - 29 - - - - - - - 873 - 221 6,549 19,978 - - 665 - - - - - - - - - 941 (77) - - - 42 120 - - - - - - - - (1,125) (1,125) (1,125) (1,125) - - 902 - (676) (27,225) (1,033) - - - - - (1,796) (1,796) (1,796) (1,796) - - - 1,606 (77) (28) - (28) 886 6,549 20,842 92 (676) (29,021) (1,328) As at 1 January 2018 Loss for the year Total comprehensive loss for the year Shares issued Share based payments As at 31 December 2018 Loss for the year Total comprehensive loss for the year Shares issued Cost of shares issued Share based payments As at 31 December 2019 The accompanying accounting policies and notes are an integral part of these financial statements Share capital is the amount subscribed for shares at nominal value. Share premium represents the excess of the amount subscribed for share capital over the nominal value of those shares net of share issue expenses. Share issue expenses in the year comprise costs incurred in respect of the issue of new shares. Share based payment reserve is a reserve used to recognize the cost and equity associated with the fair value of issues of share options and warrants. Translation reserves arose due to the adoption of US dollars as the presentational currency at the start of the prior accounting period. Further information on the adjustment can be found in note 1. Retained loss represents the cumulative losses of the company attributable to owners of the company. 33 Nostra Terra Oil and Gas Company Annual Report and Accounts 2019 34 Nostra Terra Oil and Gas Company Annual Report and Accounts 2019 Consolidated and Company Statement of Cash Flows For the year ended 31 December 2019 LOSS FOR THE YEAR ADJUSTMENTS FOR: Depreciation Amortisation Well impairment Share based payments Operating cash flows GROUP COMPANY 2019 $’000 2018 $’000 2019 $’000 2018 $’000 (1,739) (930) (1,796) (1,125) 138 134 67 (28) 93 145 32 42 - - - (28) - - - 42 (1,428) (618) (1,824) (1,083) Decrease/(increase) in receivables (Increase)/decrease in other assets (Decrease)/increase in payables (increase)/decrease in deposits & prepayments Interest paid 50 153 129 78 194 (212) (263) (137) 234 (41) 20 - 179 - 83 (3) - 35 - - Net cash used in operating activities (824) (1,037) (1,542) (1,051) Cash flows from investing activities: Purchase of plant and equipment Purchase of intangibles Purchase of investment (244) (115) - - (639) (271) Net cash from investing activities (359) (910) Cash flows from financing activities Shares issued Costs of shares issued Net borrowing Finance costs Lease payments 1,606 (77) 16 (178) (16) 902 - 979 - - - - - - 1,606 (77) 218 (83) - - - - - 902 - 101 - - Net cash from financing activities 1,351 1,881 1,664 1,003 35 Nostra Terra Oil and Gas Company Annual Report and Accounts 2019 Net (decrease)/increase in cash and cash equivalents Cash and cash equivalents at the beginning of the year Cash and cash equivalents at the end of the year 168 72 240 (66) 138 72 122 30 152 (48) 78 30 The accompanying accounting policies and notes are an integral part of these financial statements. 36 Nostra Terra Oil and Gas Company Annual Report and Accounts 2019 Notes to the Financial Statements For the year ended 31 December 2019 General Information Nostra Terra Oil and Gas Company plc (Nostra Terra) is a company incorporated in England and Wales and quoted on the AIM market of the London Stock Exchange. The address of the registered office is disclosed on the company information page of this annual report. The principal activity of the group is described in the directors’ report. 1. Summary of significant accounting policies The financial statements are presented in United States Dollars, rounded to the nearest $’000, as that is the currency of the primary environment in which the Group operates. The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated. Basis of preparation These financial statements have been prepared in accordance with International Financial Reporting Standards and IFRIC interpretations issued by the International Accounting Standards Board (IASB) as adopted by the European Union and with those parts of the Companies Act 2006 applicable to companies reporting under IFRS. The financial statements have been prepared under the historical cost convention. The preparation of financial statements in conformity with IFRS requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements, are disclosed in note 2. Going concern The financial statements have been prepared on the assumption that the group is a going concern. When assessing the foreseeable future, the directors have looked at a period of 12 months from the date of approval of this report. The Group’s business activities, together with the factors likely to affect its future development, performance and position are set out in the Chief Executive Officer’s report and Directors report. In addition, note 20 to the financial statements includes the group’s objectives, policies and processes for managing its capital; its financial risk management objectives; and its exposures to credit risk and liquidity risk. The Group’s forecasts and projections, taking account of reasonable possible changes in trading performance, show that the group should be able to operate within the level of its current cash resources. This takes into account the post year end share issue for £318k and draw downs on the facility with Washington Federal Bank, which was extended to 2022 in January 2020, and/or potential equity issue. The directors have no reason to believe that drawdown on the facility cannot be achieved. One of the loan covenants is that an intercompany loan between the company and New Horizon Energy LLC is capitalised. This has yet to occur. The directors are aware of this and are taking steps to resolve this issue. After making enquiries, the directors have a reasonable expectation that the company and group have adequate resources to continue in operational existence for the foreseeable future. Accordingly, they continue to adopt the going concern basis in preparing the annual report and financial statements. 37 Nostra Terra Oil and Gas Company Annual Report and Accounts 2019 Notes to the Financial Statements (continued) For the year ended 31 December 2019 1. Summary of significant accounting policies (continued) New standards, amendments and interpretations adopted by the Group and Company The Group and Company have applied the following new and amended standards for the first time for its annual reporting period commencing 1 January 2019: • IFRS 16 Leases • Annual improvements to IFRS Standards 2015-2017 Cycle • Interpretation 23 ‘Uncertainty over Income Tax Treatments’ These new and amended standards have not had a material effect on the Group and Company financial statements. The Group has adopted the following new accounting pronouncement which became effective this year: IFRS 16 Leases IFRS 16 ‘Leases’ replaces IAS 17 ‘Leases’ along with three Interpretations (IFRIC 4 ‘Determining whether an arrangement contains a Lease’, SIC 15 ‘Operating Leases-Incentives’ and SIC 27 ‘Evaluating the Substance of Transactions Involving the Legal Form of a Lease’). The adoption of this new Standard has resulted in the Group recognising a right-of-use asset and related lease liability in connection with a former operating lease. The new Standard has been applied using the modified retrospective approach, with the cumulative effect of adopting IFRS 16 being recognised in equity as an adjustment to the opening balance of retained earnings for the current period. Prior periods have not been restated. For contracts in place at the date of initial application, the Group has elected to apply the definition of a lease from IAS 17 and IFRIC 4 and has not applied IFRS 16 to arrangements that were previously not identified as lease under IAS 17 and IFRIC 4. The Group has elected not to include initial direct costs in the measurement of the right-of-use asset for operating leases in existence at the date of initial application of IFRS 16, being 1 January 2019. At this date, the Group has also elected to measure the right-of-use assets at an amount equal to the lease liability adjusted for any prepaid or accrued lease payments that existed at the date of transition. Instead of performing an impairment review on the right-of-use assets at the date of initial application, the Group has relied on its historic assessment as to whether leases were onerous immediately before the date of initial application of IFRS 16. On transition to IFRS 16 the weighted average incremental borrowing rate applied to lease liabilities recognised under IFRS 16 was 6.5%. The Group has benefited from the use of hindsight for determining the lease term when considering options to extend and terminate leases. The following is a reconciliation of the financial statement line items from IAS 17 to IFRS 16 at 1 January 2019: Carrying amount at 31 December 2018 $’000 Reclassification $’000 Remeasurement $’000 IFRS 16 carrying amount at 1 January 2019 $’000 Property, plant and equipment Lease liabilities Total 536 - 536 - - - 48 (48) - 584 (48) 536 38 Nostra Terra Oil and Gas Company Annual Report and Accounts 2019 Notes to the Financial Statements (continued) For the year ended 31 December 2019 1. Summary of significant accounting policies (continued) New standards, amendments and interpretations adopted by the Group and Company (continued) The following is a reconciliation of total operating lease commitments at 31 December 2018 (as disclosed in the financial statements to 31 December 2018) to the lease liabilities recognised at 1 January 2019: Total operating lease commitments disclosed at 31 December 2018 Recognition exemptions: Operating lease liabilities before discounting Discounted using incremental borrowing rate Operating lease liabilities Finance lease obligations (Note 13) Total lease liabilities recognised under IFRS 16 at 1 January 2019 $’000 - 49 (1) 48 - 48 New standards, amendments and interpretations not yet adopted There are no other IFRSs or IFRIC interpretations that are not yet effective that would be expected to have a material impact on the Group and Company. Basis of consolidation Where the company has the power, either directly or indirectly, to govern the financial and operating policies of another entity or business so as to obtain benefits from its activities, it is classified as a subsidiary. The consolidated financial statements present the results of the company and its subsidiaries (“the Group”) as if they formed a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full. The consolidated financial statements incorporate the results of business combinations using the purchase method. In the statement of financial position, the acquiree’s identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the consolidated statement of comprehensive income from the date on which control is obtained. They are deconsolidated from the date control ceases. Subsidiaries The purchase method of accounting is used to account for the acquisition of subsidiaries by the group. The cost of an acquisition is measured as the fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the date of exchange, plus costs directly attributable to the acquisition. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date, irrespective of the extent of any minority interest. The excess of the cost of acquisition over the fair value of the group’s share of the identifiable net assets acquired is recorded as goodwill. If the cost of acquisition is less than the fair value of the net assets of the subsidiary acquired, the difference is recognised directly in the income statement. Inter-company transactions, balances and unrealised gains on transactions between group companies are eliminated. Unrealised losses are also eliminated but considered an impairment indicator of the asset transferred. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the group. 39 Nostra Terra Oil and Gas Company Annual Report and Accounts 2019 Notes to the Financial Statements (continued) For the year ended 31 December 2019 1. Summary of significant accounting policies (continued) Goodwill Goodwill represents the excess of the cost of an acquisition over the fair value of the group’s share of the net identifiable assets of the acquired subsidiary or associate at the date of acquisition. Goodwill on acquisitions of subsidiaries is included in ‘intangible assets’. Separately recognised goodwill is tested annually for impairment and carried at cost less accumulated impairment losses. Impairment losses on goodwill are not reversed. Gains and losses on the disposal of an entity include the carrying amount of goodwill relating to the entity sold. Goodwill is allocated to cash-generating units for the purpose of impairment testing. The allocation is made to those cash-generating units or groups of cash-generating units that are expected to benefit from the business combination in which the goodwill arose. The group allocates goodwill to each business segment in each country in which it operates. Impairment of non-financial assets Assets that have an indefinite useful life, for example goodwill, are not subject to amortisation and are tested annually for impairment. Assets that are subject to amortisation are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (cash-generating units). Non-financial assets other than goodwill that suffered impairment are reviewed for possible reversal of the impairment at each reporting date. Where an impairment loss subsequently reverses, the carrying amount of the asset (cash-generating unit) is increased to the revised estimated of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (cash-generating unit) in prior years. A reversal of an impairment loss is recognised as income immediately, unless the relevant asset is carried art a revalued amount in which case the reversal of impairment loss is treated a revaluation increase. Property, plant and equipment Tangible non-current assets are stated at historical cost less depreciation. Historical cost includes expenditure that is directly attributable to the acquisition of the items. Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the group and the cost of the item can be measured reliably. The carrying amount of the replaced part is derecognised. All other repairs and maintenance are charged to the income statement during the financial year in which they are incurred. Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life: Plant and machinery – over 7 years The assets’ residual values and useful economic lives are reviewed, and adjusted if appropriate, at each statement of financial position date. An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is greater than its estimated recoverable value. Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised within other (losses) or gains in the income statement. When revalued assets are sold, the amounts included in other reserves are transferred to retained earnings. Investments Investments are stated at cost less provision for any impairment value. 40 Nostra Terra Oil and Gas Company Annual Report and Accounts 2019 Notes to the Financial Statements (continued) For the year ended 31 December 2019 1. Summary of significant accounting policies (continued) Cash and cash equivalents Cash and cash equivalents include cash in hand, deposits held on call with banks, other short-term highly liquid investments with original maturities of three months or less, and bank overdrafts. Trade receivables Trade receivables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method, less provision for impairment. A provision for impairment is established when there is objective evidence that the group will not be able to collect all amounts due according to the original terms of the receivables. Significant financial difficulties of the debtor, probability that the debtor will enter bankruptcy or financial reorganisation, and default or delinquency in payments are considered indicators that the trade receivable is impaired. Functional currency translation (i) Functional and presentation currency Items included in the financial statements of the group are measured using the currency of the primary economic environment in which the entity operates (the functional currency), which is mainly United States Dollars (US$). The financial statements are presented in United States Dollars (US$), which is the group’s presentation currency. (ii) Transactions and balances Foreign currency transactions are translated into the presentational currency using exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the income statement. (iii) Group Companies All consolidated entities are presented in US$ and so no translation is required on consolidation. Trade payables Trade payables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method. Borrowings Borrowings are recognised initially at fair value, net of transaction costs incurred. Borrowings are subsequently stated at amortised cost; any difference between the proceeds (net of transaction costs) and the redemption value is recognised in the income statement over the year of the borrowings using the effective interest method. Borrowings are classified as current liabilities unless the group has an unconditional right to defer settlement of the liability for at least 12 months after the balance sheet date. Share capital Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds. 41 Nostra Terra Oil and Gas Company Annual Report and Accounts 2019 Notes to the Financial Statements (continued) For the year ended 31 December 2019 1. Summary of significant accounting policies (continued) Taxation The tax expense represents the sum of the tax currently payable and deferred tax. The tax currently payable is based on the taxable profit for the year. Taxable profit differed from net profit as reported in the income statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The entity’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the statement of financial position date. Deferred tax Deferred tax is recognised on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit, and is accounted for using the statement of financial position liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary arises from goodwill or from the initial recognition) other than in a business combination) of other assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit. The carrying amount of deferred tax is reviewed at each statement of financial position date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset realised. Deferred tax is charged or credited directly to equity; in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when they relate to income taxes levied by the same taxation authority and the Company intends to settle its current tax assets and liabilities on a net basis. Financial instruments Financial assets and financial liabilities are initially classified as measured at amortised cost, fair value through other comprehensive income, or fair value through profit and loss when the group becomes a party to the contractual provisions of the instrument. Financial assets are derecognised when the contractual rights to the cash flows expire, or the group no longer retains the significant risks or rewards of ownership of the financial asset. Financial liabilities are derecognised when the obligation is discharged, cancelled or expires. Financial assets are classified dependent on the group’s business model for managing the financial and the cash flow characteristics of the asset. Financial liabilities are classified and measured at amortised cost except for trading liabilities, or where designated at original recognition to achieve more relevant presentation. The group classifies its financial assets and liabilities into the following categories: Financial assets at amortised cost The group’s financial assets at amortised cost comprise trade and other receivables. These represent debt instruments with fixed or determinable payments that represent principal or interest and where the intention is to hold to collect these contractual cash flows. They are initially recognised at fair value, included in current and non-current assets, depending on the nature of the transaction, and are subsequently measured at amortised cost using the effective interest method less any provision for impairment. Notes to the Financial Statements (continued) For the year ended 31 December 2019 42 Nostra Terra Oil and Gas Company Annual Report and Accounts 2019 1. Summary of significant accounting policies (continued) Impairment of trade and other receivables In accordance with IFRS 9 an expected loss provisioning model is used to calculate an impairment provision. We have implemented the IFRS 9 simplified approach to measuring expected credit losses arising from trade and other receivables, being a lifetime expected credit loss. This is calculated based on an evaluation of our historic experience plus an adjustment based on our judgement of whether this historic experience is likely reflective of our view of the future at the balance sheet date. In the previous year the incurred loss model is used to calculate the impairment provision. Financial liabilities at amortised cost Financial liabilities at amortised cost comprise finance lease obligations and trade and other payables. They are classified as current and non-current liabilities depending on the nature of the transaction, are subsequently measured at amortised cost using the effective interest method. Financial assets at fair value through profit and loss The group holds a derivative against the price of oil held for operation purposes. These are recognised and measured at fair value using the most recent available market price with gains and losses recognised immediately in the profit and loss. The fair value measurement of the group’s financial and non- financial assets and liabilities utilises market observable inputs and data as far as possible. Inputs used in determining fair value measurements are categorised into different levels based on how observable the inputs used in the valuation technique utilised are (the ‘fair value hierarchy’). Level 1 Quoted prices in active markets Level 2 Observable direct or indirect inputs other than Level 1 inputs Level 3 Inputs that are not based on observable market data The group measures financial instruments relating to platform holdings at fair value using Level 1. The company provides financial guarantees to licensed banks for credit facilities extended to a subsidiary company. The fair value of such financial guarantees is not expected to be significantly different as the probability of the subsidiary company defaulting on the credit lines is remote. Oil and gas assets The group applies the successful efforts method of accounting for oil and gas assets and has adopted IFRS 6 Exploration for and evaluation of mineral resources. Exploration and evaluation (“E&E”) assets Under the successful efforts method of accounting, all licence acquisition, exploration and appraisal costs are initially capitalised in well, field or specific exploration cost centres as appropriate, pending determination. Expenditure incurred during the various exploration and appraisal phases is then written off unless commercial reserves have been established or the determination process has not been completed. Pre-licence costs Costs incurred prior to having obtained the legal rights to explore an area are expensed directly to the income statement as they are incurred. 43 Nostra Terra Oil and Gas Company Annual Report and Accounts 2019 Notes to the Financial Statements (continued) For the year ended 31 December 2019 1. Summary of significant accounting policies (continued) Exploration and evaluation (“E&E”) costs Costs of E&E are initially capitalised as E&E assets. Payments to acquire the legal right to explore, together with the directly related costs of technical services and studies, seismic acquisition, exploratory drilling and testing are capitalised as intangible E&E assets. Tangible assets used in E&E activities (such as the group’s drilling rigs, seismic equipment and other property, plant and equipment used by the company’s exploration function) are classified as property, plant and equipment. However, to the extent that such a tangible asset is consumed in developing an intangible E&E asset, the amount reflecting that consumption is recorded as part of the cost of the intangible asset. Such intangible costs include directly attributable overheads, including the depreciation of property, plant and equipment utilised in E&E activities, together with the cost of other materials consumed during the exploration and evaluation phases. E&E costs are not amortised prior to the conclusion of appraisal activities. Treatment of E&E assets at conclusion of appraisal activities Intangible E&E assets relating to each exploration licence/prospect are carried forward until the existence (or otherwise) of commercial reserves has been determined, subject to certain limitations including review for indications of impairment. If commercial reserves are discovered the carrying value, after any impairment loss of the relevant E&E assets, is then reclassified as development and production assets. If, however, commercial reserves are not found, the capitalised costs are charged to expense after conclusion of appraisal activities. Development and production assets Development and production assets are accumulated generally on a field-by-field basis and represent the cost of developing the commercial reserves discovered and bringing them into production, together with the E&E expenditures incurred in finding commercial reserves transferred from intangible E&E assets as outlined above. The cost of development and production assets also includes the cost of acquisitions and purchases of such assets, directly attributable overheads and the cost of recognising provisions for future restoration and decommissioning. Decommission liability Where a material liability for the removal of production facilities and site restoration at the end of the productive life of the assets exist, a provision for decommissioning liability is recognised. The amount recognised is the present value of estimated future expenditure determined in accordance with local conditions and requirements. An intangible asset of an amount equivalent to the provision is recognised and depreciated on a unit production basis. Changes in estimates are recognised prospectively, with corresponding adjustments to the provision and the associated intangible asset. Period changes in the present value arising from discounting are included in depletion, depreciation and amortisation cost in cost of sales. Commercial reserves Commercial reserves are proven and probable oil and gas reserves, which are defined as the estimated quantities of crude oil, natural gas and natural gas liquids which geological, geophysical and engineering data demonstrate with a specified degree of certainty to be recoverable in future years from known reservoirs and which are considered commercially producible. 44 Nostra Terra Oil and Gas Company Annual Report and Accounts 2019 Notes to the Financial Statements (continued) For the year ended 31 December 2019 1. Summary of significant accounting policies (continued) Depletion, amortisation and impairment of oil and gas assets All expenditure carried within each field is amortised from the commencement of production on a unit of production basis, which is the ratio of oil and gas production in the period to the estimated quantities of commercial reserves at the end of the period plus the production in the period, on a field-by-field basis. Costs used in the unit of production calculation comprise the net book value of capitalised costs plus the estimated future field development costs to access the related commercial reserves. Changes in the estimates of commercial reserves or future field development costs are dealt with prospectively. Where there has been a change in economic conditions that indicates a possible impairment in an oil and gas asset, the recoverability of the net book value relating to that field is assessed by comparison with the estimated discounted future cash flows based on management’s expectations of future oil and gas prices and future costs. Any impairment identified is charged to the income statement as additional depletion and amortisation. Where conditions giving rise to impairment subsequently reverse, the effect of the impairment charge is also reversed as a credit to the income statement, net of any depreciation that would have been charged since the impairment. Share-based compensation The fair value of the employee and suppliers’ services received in exchange for the grant of the options is recognised as an expense. The total amount to be expensed over the vesting year is determined by reference to the fair value of the options granted, excluding the impact of any non-market vesting conditions (for example, profitability and sales growth targets). Non-market vesting conditions are included in assumptions about the number of options that are expected to vest. At each statement of financial position date, the entity revises its estimates of the number of options that are expected to vest. It recognises the impact of the revision to original estimates, if any, in the income statement, with a corresponding adjustment to equity. The proceeds received net of any directly attributable transaction costs are credited to share capital (nominal value) and share premium when the options are exercised. The fair value of share-based payments recognised in the statement of comprehensive income is measured by use of the Black Scholes model, which takes into account conditions attached to the vesting and exercise of the equity instruments. The expected life used in the model is adjusted; based on management’s best estimate, for the effects of non- transferability, exercise restrictions and behavioural considerations. The share price volatility percentage factor used in the calculation is based on management’s best estimate of future share price behaviour and is selected based on past experience, future expectations and benchmarks against peer companies in the industry. The Group does not operate any cash-settled share-based payments and as such are not affected by the amendments to IFRS 2 – Share-based payments. Revenue recognition Revenue comprises the fair value of the consideration received or receivable in relation to the proceeds by the prospects which the company has a working interest in. Revenue is shown net of value-added tax, returns, rebates and discounts and after eliminating sales within the group. Revenue is recognised when the oil and gas produced is despatched and received by the customers. The directors consider this the point when the Company’s performance obligation is satisfied. The directors consider that revenue generation is exclusively for oil production in the US and so no further segmentation is required. 45 Nostra Terra Oil and Gas Company Annual Report and Accounts 2019 Notes to the Financial Statements (continued) For the year ended 31 December 2019 1. Summary of significant accounting policies (continued) Leased assets As described in the New standards, amendments and interpretations adopted by the Group and Company above, the Group has applied IFRS 16 using the modified retrospective approach and therefore comparative information has not been restated. This means comparative information is still reported under IAS 17 and IFRIC 4. Accounting policy applicable from 1 January 2019 The Group as a lessee For any new contracts entered into on or after 1 January 2019, the Group considers whether a contract is, or contains a lease. A lease is defined as ‘a contract, or part of a contract, that conveys the right to use an asset (the underlying asset) for a period of time in exchange for consideration’. To apply this definition the Group assesses whether the contract meets three key evaluations which are whether: • • • the contract contains an identified asset, which is either explicitly identified in the contract or implicitly specified by being identified at the time the asset is made available to the Group the Group has the right to obtain substantially all of the economic benefits from use of the identified asset throughout the period of use, considering its rights within the defined scope of the contract the Group has the right to direct the use of the identified asset throughout the period of use. The Group assess whether it has the right to direct ‘how and for what purpose’ the asset is used throughout the period of use. Measurement and recognition of leases as a lessee At lease commencement date, the Group recognises a right-of-use asset and a lease liability on the balance sheet. The right-of-use asset is measured at cost, which is made up of the initial measurement of the lease liability, any initial direct costs incurred by the Group, an estimate of any costs to dismantle and remove the asset at the end of the lease, and any lease payments made in advance of the lease commencement date (net of any incentives received). The Group depreciates the right-of-use assets on a straight-line basis from the lease commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term. The Group also assesses the right-of- use asset for impairment when such indicators exist. At the commencement date, the Group measures the lease liability at the present value of the lease payments unpaid at that date, discounted using the interest rate implicit in the lease if that rate is readily available or the Group’s incremental borrowing rate. Lease payments included in the measurement of the lease liability are made up of fixed payments (including in substance fixed), variable payments based on an index or rate, amounts expected to be payable under a residual value guarantee and payments arising from options reasonably certain to be exercised. Subsequent to initial measurement, the liability will be reduced for payments made and increased for interest. It is remeasured to reflect any reassessment or modification, or if there are changes in in-substance fixed payments. When the lease liability is remeasured, the corresponding adjustment is reflected in the right-of-use asset, or profit and loss if the right-of-use asset is already reduced to zero. The Group has elected to account for short-term leases and leases of low-value assets using the practical expedients. Instead of recognising a right-of-use asset and lease liability, the payments in relation to these are recognised as an expense in profit or loss on a straight-line basis over the lease term. On the statement of financial position, right-of-use assets have been included in property, plant and equipment and lease liabilities have been included in trade and other payables. 46 Nostra Terra Oil and Gas Company Annual Report and Accounts 2019 Notes to the Financial Statements (continued) For the year ended 31 December 2019 1. Summary of significant accounting policies (continued) Leased assets (continued) Accounting policy applicable before 1 January 2019 The Group as a lessee Operating leases All leases other than finance leases are treated as operating leases. Where the Group is a lessee, payments on operating lease agreements are recognised as an expense on a straight-line basis over the lease term. Associated costs, such as maintenance and insurance, are expensed as incurred. 2. Critical accounting estimates and judgements The preparation of consolidated financial statements requires the group to make estimates and assumptions that affect the application of policies and reported amounts. Estimates and judgments are continually evaluated and are based on historical experience and other factors including expectations of future events that are believed to be reasonable under the circumstances. Actual results may differ from these estimates. The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are discussed below: Impairment of property, plant and equipment Property, plant and equipment are reviewed for impairment if events or changes in circumstances indicate that the carrying amount may not be recoverable. When a review for impairment is conducted, the recoverable amount is determined based on value in use calculations prepared on the basis of management’s assumptions and estimates. Recoverability of exploration and evaluation costs E&E assets are assessed for impairment when circumstances suggest that the carrying amount may exceed its recoverable value including decommissioning costs. This assessment involves judgment as to (i) the likely future commerciality of the asset and when such commerciality should be determined, and (ii) future revenues and costs pertaining to the asset in question, and the discount rate to be applied to such revenues and costs for the purpose of deriving a recoverable value. Share-based payments Note 1 sets out the group’s accounting policy on share-based payments, specifically in relation to the share options and warrants that the company has granted. The key assumptions underlying the fair value of such share-based payments are discussed in note 23. The fair value amounts used by the group have been derived by external consultants using standard recognised valuation techniques. 47 Nostra Terra Oil and Gas Company Annual Report and Accounts 2019 Notes to the Financial Statements (continued) For the year ended 31 December 2019 3. Segmental analysis In the opinion of the directors, the group has one class of business, being the exploitation of hydrocarbon resources. The group’s primary reporting format is determined by geographical segment according to the location of the hydrocarbon assets. The group’s reportable segments under IFRS 8 in the year are as follows: United Kingdom being the head office. US Mid-Continent properties at year end included the following: • • • Texas: 100% working interest in the Pine Mills Project Unit Texas: 50-75% working interest in the Permian Basin Texas: 100% working interest in the Mesquite assets in the Permian Basin The chief operating decision maker’s internal report for the year ended 31 December 2019 is based on the location of the oil properties as disclosed in the below table: SEGMENTAL RESULTS US mid-continent 2019 $’000 Revenue Operating profit (loss) before depreciation, well impairment, share-based payment charges, restructuring costs and gain (loss) on sale of assets and foreign exchange: Depreciation of tangibles Amortisation of intangibles Exploration Well impairment Share based payments Realised exchange loss Operating profit/ (loss) Finance expense Other income (expense) Profit/ (loss) before taxation SEGMENTAL ASSETS Property, plant and equipment Intangible assets Cash and cash equivalents Trade and other receivables Other assets 1,795 708 (138) (134) - (67) - (109) 261 (110) (99) 52 690 1,787 240 352 126 3,195 48 Head office 2019 $’000 - (1,694) - - - - (8) (5) (1,707) (84) - Total 2019 $’000 1,795 (895) (138) (134) - (67) (8) (114) (1,446) (194) (99) (1,791) (1,739) - - 152 6 - 158 690 1,787 392 358 126 3,353 Nostra Terra Oil and Gas Company Annual Report and Accounts 2019 49 Nostra Terra Oil and Gas Company Annual Report and Accounts 2019 Notes to the Financial Statements (continued) For the year ended 31 December 2019 3. Segmental analysis (continued) The chief operating decision maker’s internal report for the year ended 31 December 2018 is based on the location of the oil properties as disclosed in the below table: Head office 2018 $’000 - (1,287) - - - - 42 17 - Total 2018 $’000 2,267 (475) (93) (145) (289) (32) 42 17 38 (1,228) (937) (160) (12) (1,125) - - 30 26 - 56 (207) 214 (930) 536 1,873 72 402 359 3,242 SEGMENTAL RESULTS US mid-continent 2018 $’000 Revenue Operating profit (loss) before depreciation, well impairment, share-based payment charges, restructuring costs and gain (loss) on sale of assets and foreign exchange: Depreciation of tangibles Amortisation of intangibles Exploration Well impairment Share based payments Realised exchange (loss)/gain Gain from sale of assets Operating profit/ (loss) Finance expense Other income (expense) Profit/ (loss) before taxation SEGMENTAL ASSETS Property, plant and equipment Intangible assets Cash and cash equivalents Trade and other receivables Other assets 2,267 812 (93) (145) (289) (32) - - 38 291 (47) 226 195 536 1,873 42 376 359 3,186 50 Nostra Terra Oil and Gas Company Annual Report and Accounts 2019 Notes to the Financial Statements (continued) For the year ended 31 December 2019 4. Employees and Directors Directors’ fees Directors’ remuneration Social security costs The average monthly number of employees (including directors) during the year was as follows: Directors 2019 $’000 150 250 14 414 2018 $’000 171 250 - 421 2019 2018 Number Number 6 3 Directors’ remuneration Other than the directors, the group had no other employees. Total remuneration paid to directors during the year was as listed above. The director’s emoluments and other benefits for the year ended 31 December 2019 is as follows: 2019 $’000 2018 $’000 M B Lofgran 250 250 5. Finance expense 2019 $’000 2018 $’000 Finance expense (194) (207) 6. Other income 2019 $’000 2018 $’000 Gain on disposal of assets - 38 51 Nostra Terra Oil and Gas Company Annual Report and Accounts 2019 Other (charge)/ income (99) (99) 214 252 Other income relates to the aggregate recognised and unrecognised gain on a commodity swap. 52 Nostra Terra Oil and Gas Company Annual Report and Accounts 2019 Notes to the Financial Statements (continued) For the year ended 31 December 2019 7. Operating loss The operating loss the year ended 31 December is stated after after charging/ (crediting) Depreciation of property, plant and equipment Amortisation of intangibles Exploration Well impairment The analysis of administrative expenses in the consolidated income statement by nature of expense: Directors’ remuneration Social security costs Director’s fees Travelling and entertainment Accountancy fees Legal and professional fees Auditors’ remuneration Bad debt costs Other expenses Exceptional legal costs increased in the year due to the arbitration on East Ghazalat. 8. Income tax The income tax charge for the year was as follows: Current tax Corporation tax Overseas corporation tax TOTAL 2019 $’000 2018 $’000 138 134 - 67 250 14 150 87 117 690 19 12 275 1,614 2019 $’000 - - - - 93 145 298 32 250 - 129 101 61 487 30 18 248 1,324 2018 $’000 - - - - Loss before tax (1,739) (930) Loss on ordinary activities before taxation multiplied by the 53 Nostra Terra Oil and Gas Company Annual Report and Accounts 2019 standard rate of UK corporation tax of 19% (2018:19%) (330) (177) Effects of: Non-deductible expenses Other tax adjustments Foreign tax CURRENT TAX CHARGE - 330 - - - 177 - - At 31 December 2019, the Company had an estimated excess management expenses to carry forward of $4,069,551 (2018: $2,339,450). The deferred tax asset at 19% (2018: 19%) on these tax losses of $773,215 (2018: $444,496) has not been recognised due to the uncertainty of recovery. The current US corporate tax rate is 21%. 54 Nostra Terra Oil and Gas Company Annual Report and Accounts 2019 Notes to the Financial Statements (continued) For the year ended 31 December 2019 9. Loss of Parent Company As permitted by Section 408 of the Companies Act 2006, the income statement of the parent company is not presented as part of these financial statements. The parent company’s loss for the financial year was $1,796,333 (2018: $1,125,281). 10. Earnings per share The calculation of earnings per ordinary share is based on earnings after tax and the weighted average number of ordinary shares in issue during the year. For diluted earnings per share, the weighted average number of ordinary shares in issue is adjusted to assume conversion of all dilutive potential ordinary shares. The group had two classes of dilutive potential ordinary shares, being those share options granted to employees and suppliers where the exercise price is less than the average market price of the group’s ordinary shares during the year, and warrants granted to directors and one former adviser. Details of the adjusted earnings per share are set out below: 2019 2018 GROUP Loss attributable to ordinary shareholders ($’000) (1,739) (930) Weighted average number of shares 189,131,636 143,112,345 CONTINUED OPERATIONS: BASIC AND DILUTED EPS – LOSS (cents) (0.92) (0.65) The diluted loss per share is the same as the basic loss per share as the loss for the year has an antidilutive effect. Gross profit before depreciation, depletion, amortisation and impairment EPS on gross profit before depreciation, depletion, amortisation and impairment (cents) RECONCILIATION FROM GROSS LOSS TO GROSS PROFIT BEFORE DEPLETION, DEPRECIATION, AMORTISATION AND IMPAIRMENT Gross profit ADD BACK: Exploration Well impairment Depletion, depreciation and amortisation Gross profit before depletion, depreciation, amortisation and impairment 55 2019 $’000 629 0.33 290 - 67 272 629 2018 $’000 942 0.66 374 298 32 238 942 Nostra Terra Oil and Gas Company Annual Report and Accounts 2019 56 Nostra Terra Oil and Gas Company Annual Report and Accounts 2019 Notes to the Financial Statements (continued) For the year ended 31 December 2019 11. Other intangibles Licences $’000 Exploration & evaluation assets $’000 Development & production assets $’000 GROUP COST At 1 January 2018 Additions Disposals At 31 December 2018 Additions Disposals At 31 December 2019 PROVISON At 1 January 2018 Charge for the year Impairment Disposals At 31 December 2018 Charge for the year Impairment Disposals 524 - - 524 - - 524 492 - 32 - 524 - - - Total $’000 4,577 639 (363) 4,853 115 - 1,951 - - 1,951 - - 2,102 639 (363) 2,378 115 - 1,951 2,493 4,968 1,951 - - - 1,951 - - - 723 145 - (363) 505 134 67 - 706 3,166 145 32 (363) 2,980 134 67 - 3,181 At 31 December 2019 524 1,951 CARRYING VALUE At 31 December 2019 At 31 December 2018 - - - - 1,787 1,787 1,873 1,873 The Group assesses at each reporting date whether there is an indication that the intangible assets may be impaired, by considering the net present value of discounted cash flows forecasts. If an indication exists an impairment review is carried out by reference to available engineering information. At the year end, $67,000 (2018: $32,000) was provided. Please note that there were no other intangible assets held at Company level. Amortisation, impairment charges and any profit or loss on disposal of the capitalised intangible costs is included within cost of sales in the consolidated income statement. 57 Nostra Terra Oil and Gas Company Annual Report and Accounts 2019 58 Nostra Terra Oil and Gas Company Annual Report and Accounts 2019 Notes to the Financial Statements (continued) For the year ended 31 December 2019 12. Property, plant and equipment GROUP COST At 1 January 2018 Additions Disposals At 31 December 2018 Additions Adjustment on translation to IFRS 16 Disposals At 31 December 2019 DEPRECIATION At 1 January 2018 Charge for the year Disposals At 31 December 2018 Charge for the year Disposals At 31 December 2019 CARRYING VALUE At 31 December 2019 At 31 December 2018 Office space – right of use $’000 Plant & equipment – oil and gas assets $’000 - - - - - 48 - 48 - - - - 16 - 16 32 - 560 271 (95) 736 244 - - 980 202 93 (95) 200 122 - 322 658 536 Depreciation charges are included within cost of sales in the Consolidated Income Statement. In addition, the directors are of the opinion that no impairment should be provided. 59 Total $’000 560 271 (95) 736 244 48 - 1,028 202 93 (95) 200 138 - 338 690 536 Nostra Terra Oil and Gas Company Annual Report and Accounts 2019 60 Nostra Terra Oil and Gas Company Annual Report and Accounts 2019 Notes to the Financial Statements (continued) For the year ended 31 December 2019 13. Leases Lease liabilities are presented in the statement of financial position as follows: Current – within 1 year Non-current – within 1 – 2 years 2019 $’000 16 16 32 2018 $’000 - - - The Group has a lease for the office space in Dallas, Texas, USA. The lease is reflected on the balance sheet as a right- of-use asset and a lease liability. The Group classifies its right-of-use assets in a consistent manner to its property, plant and equipment (see Note 12). The remaining term on the lease at 31 December 2019 is 2 years. The Group does not hold any other leases. 14. Fixed Asset Investments Investment in subsidiaries $’000 Loans to subsidiaries $’000 COMPANY COST At 1 January 2018 Additions Reductions At 31 December 2018 Additions Disposals At 31 December 2019 PROVISON At 1 January 2018 Charge for the year Reductions At 31 December 2018 Charge for the year At 31 December 2019 Total $’000 15,822 - (387) 15,821 - (387) 15,434 15,535 - - - - 15,434 15,535 (15,821) (15,821) - 387 - 387 (15,434) (15,434) - - (15,434) (15,434) 1 - - 1 - - 1 - - - - - - 61 Nostra Terra Oil and Gas Company Annual Report and Accounts 2019 CARRYING VALUE At 31 December 2019 At 31 December 2018 1 1 - - - - 62 Nostra Terra Oil and Gas Company Annual Report and Accounts 2019 Notes to the Financial Statements (continued) For the year ended 31 December 2019 14. Fixed Asset Investments (continued) In the opinion of the directors, the aggregate value of the company’s investment in subsidiary undertakings is not less than the amount included in the statement of financial position. Historically, loans to participating interests are reported as in increase in the Company’s investment in the joint venture, but have been provided for. As the Group acquired 100% shareholding in the joint venture in 2017 this balance had been transferred to loan to subsidiaries. The details of the subsidiaries held at 31 December 2019 are as set out below: New Horizon Energy 1 LLC (NHE) Buccaneer Operating, LLC (Buccaneer) Shareholding incorporation Nature of business Country of 100% 100% USA USA Oil & gas exploration Oil & gas exploration Following the conclusion of the arbitration in November 2019 with regards to the Group’s interest held in the East Ghazalat Concession, Egypt, the interest in the concession has been wholly transferred back to the operator. Further details are provided in the Chief Executive Officer’s Statement on page 3. There was no gain or loss on disposal. 15. Trade and other receivables CURRENT Trade and other receivables Other taxes and receivables GROUP COMPANY 2019 $’000 92 260 352 2018 $’000 376 26 402 2019 $’000 2018 $’000 - 6 6 - 26 26 The directors consider the carrying value of the receivables to approximate their fair value. 16. Cash and cash equivalents GROUP COMPANY 2019 $’000 2018 $’000 2019 $’000 2018 $’000 Bank current accounts 240 72 152 30 17. Trade and other payables CURRENT Trade payables GROUP COMPANY 2019 $’000 2018 $’000 2019 $’000 2018 $’000 560 447 373 231 63 Nostra Terra Oil and Gas Company Annual Report and Accounts 2019 Accruals and deferred income Other taxes payables 201 2 763 189 6 642 171 2 546 130 6 367 Trade payables and accruals principally comprise amounts outstanding for trade purchases and on-going expenses. The directors consider that the carrying amount of trade and other payables approximates their fair value. 64 Nostra Terra Oil and Gas Company Annual Report and Accounts 2019 Notes to the Financial Statements (continued) For the year ended 31 December 2019 18. Financial liabilities - borrowing Maturity of the borrowings is as follows: Repayable within one year Bank loan Other loans Repayable after one year Bank loan GROUP COMPANY 2019 $’000 504 437 1,753 2,694 2018 $’000 236 487 1,955 2,678 2019 $’000 2018 $’000 503 437 - 940 235 487 - 722 Borrowings include a facility where the loans are secured against the group’s interest in its assets. At the year end the outstanding balance was $1,753k (2018: $1,955k). Interest is charges for any day per annum at a variable rate equal to the higher of (i) the WSJ Rate plus 25 basis points or (ii) 4.25%. In January 2020 the facility was extended by two years to 29 January 2022. Borrowings also include an unsecured loan with a balance at year-end of $504k (2018: $235k). Interest is charged at 12% per annum and loan is fully repayable within the year. The group also has a loan agreement in place with related parties, with a total outstanding balance as at the year-end of $437k (2018: $487k). Further details can be found in note 22. 19. Share capital Number Class Nominal value 2019 $’000 2018 $’000 197 million (2018: 147 million) Ordinary 0.1p 886 221 4,110 million (2018: 4,110 million) Deferred 0.098p 6,549 6,549 During the year there were a number of share issues: • • • 27 February 2019 – 47,916,665 new ordinary shares issued at 2.4p per share in respect of a placing. 5 April 2019 – 1,304,628 new ordinary shares issued for 2.65p per share in settlement of services rendered. 5 April 2019 – 704,389 new ordinary shares issued at 3.08p per share to E Ainsworth in respect of his annual director’s and consultancy fees. Post year end: • • 2 March 2020 – 1,474,323 - new ordinary shares issued at 1.13p per share to E Ainsworth in respect of his annual director’s and consultancy fees. 8 April 2020 – 127,222,000 new ordinary shares issued at 0.25p per share in respect of a placing and subscription. 8,000,000 new ordinary shares issued for 0.25p per share in advisory fees, and 23,000,000 new ordinary shares issued for 0.25p per share to E Ainsworth in respect of a partial loan conversion. 20. Risk and sensitivity analysis The group’s activities expose it to a variety of financial risks: interest rate risk, liquidity risk, foreign currency risk, capital risk and credit risk. The group’s activities also expose it to non-financial risks: market, legal and environment risk. The group’s overall risk management programme focuses on unpredictability and seeks to minimise the potential adverse effects on the group’s financial performance. The board, on a regular basis, reviews key risks and, where appropriate, actions are taken to mitigate the key risks identified. Capital risk 65 Nostra Terra Oil and Gas Company Annual Report and Accounts 2019 The group’s objectives when managing capital are to safeguard the ability to continue as a going concern in order to provide returns for shareholders and benefits to other stakeholders and to maintain an optimal capital structure to reduce the cost of capital. Notes to the Financial Statements (continued) For the year ended 31 December 2019 20. Risk and sensitivity analysis (continued) Market risk The group also faces risks in conducting operations in US mid-continent, which include but are not limited to: • Fluctuations in the global economy could disrupt the group’s ability to operate its business in the US Mid- Continent and could discourage foreign and local investment and spending, which could adversely affect its production. Environmental risk The group faces environmental risks in conducting operations in the US Mid-Continent which include but are not limited to: • If the group is found not to be in compliance with applicable laws or regulations, it could be exposed to additional costs, which might hinder the group’s ability to operate its business. Credit risk The group’s principal financial assets are bank balances and cash, trade and other receivables. The group’s credit risk is primarily attributable to its trade receivables. The amounts presented in the balance sheet are net of allowances for doubtful receivables. An allowance for impairment is made where there is an identified loss which, based on previous experience, is evidence of a reduction in the recoverability of the cash flows. Volatility of crude oil prices A material part of the group’s revenue will be derived from the sale of oil that it expects to produce. A substantial or extended decline in prices for crude oil and refined products could adversely affect the group’s revenues, cash flows, profitability and ability to finance its planned capital expenditure. West Texas Intermediate (“WTI”) oil prices ranged from $46.31 to $66.24 in 2019 and $42.53 to $76.41 in 2018. The group has entered into two commodity swap contracts securing the price of 1500 barrels of oil per month for a total of 21 months, 12 of which are post year end. A $10 increase in the price will result in a $10,000 gross profit increase per month. Interest rate risk The group does not hedge this risk. At 31 December 2019, the group had borrowings of $2,694k (2018: $2,678), with total interest for the year of $197k (2018: $207k). A 100-basis point change in the rates will increase finance costs by $23k. Liquidity risk The group expects to fund its exploration and development programme, as well as its administrative and operating expenses throughout 2020, principally using existing working capital and expected proceeds from the sale of future crude oil production. The group had a bank balance of approximately $261,000 at 31 December 2019 (2018: $72,000). 21. Financial commitments Capital commitments The group had no material capital commitments at the year end. 66 Nostra Terra Oil and Gas Company Annual Report and Accounts 2019 Notes to the Financial Statements (continued) For the year ended 31 December 2019 22. Related party transactions Group No related party transactions other than those highlighted below. Company During the year, the company advanced loans to its subsidiaries. The details of the transactions and the amount owed by the subsidiaries at the year-end were: 2019 2018 Balance Loan advance/ repayment Balance Loan advance/ repayment $’000 $’000 $’000 $’000 - - - (102) - (102) - - - (666) (45) (711) New Horizon Energy 1 LLC Independent Resources (Egypt) Ltd The intercompany loans are unsecured and interest-free. The Company has fully impaired all intercompany balances. The Company has three loans outstanding with related parties: Discovery Energy Ltd Discovery Energy Ltd held a common director in the year ended 2019, E Ainsworth. There were no repayments made in the 2019 year. Interest charged in the year was $20k. Net loan balance as at the year-end is $328k.The loan is unsecured, bears interest at the rate of 7.50% per annum and is fully repayable within one year. Discovery Energy Ltd Net loan balance as at the year-end is $52k. There were no funds advanced in 2019. Net repayment of principal made in the year of $50k and the interest charged in the year was $5k..The loan is unsecured, bears interest at the rate of 7.50% per annum and is fully repayable within one year. There was also a balance due for fees of $49k. John Stafford Net loan balance as at year-end is $52k. There were no funds advanced in 2019. Net repayment of principal made in the year of $45k and the interest charged in the year was $8k. The loan is unsecured, bears interest at the rate of 7.50% per annum and is fully repayable within one year. There is also a balance of $18k due for fees at the year end. 67 Nostra Terra Oil and Gas Company Annual Report and Accounts 2019 Notes to the Financial Statements (continued) For the year ended 31 December 2019 23. Share-based payments The group has a share-ownership compensation scheme for senior executives of the group whereby senior executives may be granted options to purchase ordinary shares in company. The group has previously issued warrants to senior executives as a welcome incentive and additionally during the year issued warrants as detailed below to third parties as consideration for their services. A share-based payment charge of $8,000 (2018: $6,000) for share options was expensed during the year, and $36,000 (2018: $36,000) reversal of an amount included in the prior year for services to be paid in shares. At 31.12.18 Granted Exercised Forfeited At 31.12.19 Exercise price Exercise/ vesting date From To Date of grant Warrants 24/06/15 1,000,000 07/02/17 750,000 Options 29/10/14 675,000 21/07/17 2,666,666 21/07/17 2,666,666 21/07/17 2,666,666 04/06/18 2,000,000 04/06/18 9,500,000 - - - - - - - - - - - - - - - - - - - - - - - - 1,000,000 750,000 675,000 2,666,666 2,666,666 2,666,666 2,000,000 9,500,000 8.77 2.55 20 3 4.5 6 0.05 0.05 26/06/15 24/06/20 06/02/17 06/02/22 29/10/14 28/10/24 21/07/17 13/12/22 21/07/17 13/12/22 21/07/17 13/12/22 04/06/18 03/06/20 04/06/18 03/06/25 The total number of options and warrants outstanding at 31 December 2019 and 31 December 2018 are as follows: Total at 31 December 2019: 21,924,998 Total at 31 December 2018: 21,924,998 The number of options and warrants outstanding to the directors at the year-end were as follows: Director Warrants Options Total 2019 2018 2019 2018 2019 2018 M Lofgran - - 12,600,000 12,600,000 12,600,000 12,600,000 E Ainsworth 333,333 333,333 3,999,998 3,999,998 4,333,331 4,333,331 Discovery Energy Ltd J Stafford Total 666,667 666,667 - - 666,667 666,667 750,000 750,000 1,500,000 1,500,000 2,250,000 2,250,000 1,750,000 1,750,000 18,099,998 18,099,998 19,849,998 19,849,998 There were no options and warrants issued during the year. 68 Nostra Terra Oil and Gas Company Annual Report and Accounts 2019 69 Nostra Terra Oil and Gas Company Annual Report and Accounts 2019 Notes to the Financial Statements (continued) For the year ended 31 December 2019 23. Share-based payments (continued) The estimated fair value of the warrants issued during the year was calculated by applying the Black-Scholes option pricing model. Expected volatility was originally stated at 30%. This has been revised in the prior year to 50% because the volatility over the past year has been used rather than the past 5 years. The directors consider this is a more appropriate time scale due to a significant share price drop in 2008 which is attributable to a one-off event where work stopped during the opening of a well in Ukraine. The assumptions used in the calculation were as follows: 4 June 2018 – Service provider 4 June 2018 - Directors 7 Feb 2017 21 July 2017 21 July 2017 2.50p 5.00p 2.50p 5.00p 2.55p 2.55p 1.55p 3.00p 1.55p 4.50p 2 years 7 years 5 years 5.4 years 5.4 years 1.30% 1.30% 1.30% 1.30% 1.30% 50.00% 50.00% 73.10% 73.10% 73.10% 0% 0% 0% 0% 0% 0.26p 1.01p 1.22p 0.60p 0.50p 21 July 2017 23 June 2015 23 June 2015 28 October 2014 1.55p 6.00p 5.4 years 1.30% 73.10% 0% 0.42p 1.60p 0.80p 5 years 1% 50% 0% 0.24p 1.60p 1.80p 2.65p 4.00p 5 years 3.5 years 1% 50% 0% 0.24p 1.50% 50% 0% 0.43p Share price at grant date Exercise price Option life in years Risk free rate Expected volatility Expected dividend yield Fair value of option/warrant Share price at grant date Exercise price Option life in years Risk free rate Expected volatility Expected dividend yield Fair value of option/ warrant 70 Nostra Terra Oil and Gas Company Annual Report and Accounts 2019 Notes to the Financial Statements (continued) For the year ended 31 December 2019 24. Contingent liabilities and guarantees The Group has no contingent liabilities in respect of legal claims arising from the ordinary course of business and it is not anticipated that any material liabilities will arise from contingent liabilities other than those provided for. 25. Ultimate controlling party The company is quoted on the AIM market of the London Stock Exchange. At the date of the annual report there was no one controlling party. 26. Events after the reporting period On 17 Jan 2020 the Company received a requisition from a shareholder to remove Mr Lofgran as a Director. On 3 February 2020 the same shareholder added a second requisition to remove Mr Ainsworth as a Director. On 2 March 2020, Ewen Ainsworth resigned as Non-Executive Chairman of the Company. The Company has also issued 1,474,323 new ordinary shares to Mr E Ainsworth for his services rendered from April 2019 to February 2020. On 3 March 2020 the Company agreed to have Mr Andy Morrison and Dr Stephen Staley appointed as directors and thereafter the requisitions were withdrawn. On 8 April 2020 Mr Morrison resigned as a Director. On 8 April 2020, the Company raised £318,055 in a fund raise before expenses in order to strengthen its balance sheet and position the Company for potential further growth in 2020. In addition Mr Ainsworth agreed to a partial loan conversion of £57,500 at the placing price, reducing the Company’s debt. On 22 April 2020 the Company announced a farmout of an undrilled 80 acres of the Pine Mills Asset, wherein the Company will receive a 25% carried working interest (all costs paid by the operator for the first well). 71