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ClearStream Energy Services Inc.1 PetroNeft Resources plc Annual Report and Accounts 2005 2 PetroNeft Resources plc Annual Report and Financial Accounts 2005 Table of Contents Highlights of 2005/2006 Corporate Information Directors Chairman's Statement Overview of Operations Financial Report Report of Directors Independent Auditors’ Report to the Shareholders of PetroNeft Resources plc Statement of Accounting Policies Consolidated Income Statement Consolidated Balance Sheet Group Statement of Changes in Equity Company Balance Sheet Cash Flow Statement Notes on and forming part of the Financial Statements Notice of Annual General Meeting Form of Proxy 3 4 5 6 8 19 20 24 26 28 29 30 31 32 33 37 39 This report contains Forward-Looking Statements, identified by such words as “believe”, “could”, “estimate”, “intend”, “may” and “will”. Forward-Looking Statements are based upon current expectations and are subject to change, risks and uncertainties. Shareholders in the United States should be aware that the ordinary shares have not been and will not be registered under the United States Securities Act 1933 as amended. PetroNeft Resources plc Annual Report and Financial Accounts 2005 3 l Acquisition of Licence 61 for US $5.5 million l Two known oil fields and over 20 prospects and leads l Reprocessing and reinterpretation of all previous seismic and well log data l Acquisition and interpretation of 500 line kms of new seismic data l Ryder Scott establish 2P reserves at 33.5 million barrels l P3 reserves estimated at 290 million barrels with exploration upside l All drilling and seismic contracts in place for 2006/2007 winter season l US$23.5 million raised in private placing and IPO l Admission to AIM and IEX Market completed September 2006 6 0 0 2 / 5 0 0 2 F O S T H G I L H G H I 4 PetroNeft Resources plc Annual Report and Financial Accounts 2005 I N O T A M R O F N I E T A R O P R O C DIRECTORS G. DAVID GOLDER DENNIS FRANCIS DAVID SANDERS DESMOND BURKE VAKHA SOBRALIEV THOMAS HICKEY REGISTERED OFFICE c/o O'Donnell Sweeney One Earlsfort Centre Earlsfort Terrace Dublin 2 SECRETARY David Sanders NOMINATED ADVISOR IEX ADVISOR AND BROKER Davy 49, Dawson Street, Dublin 2 AUDITORS LHM Casey McGrath Chartered Certified Accountants 6 Northbrook Road Dublin 6 Ireland P.R. CONSULTANTS College Hill Associates Ltd. 78 Cannon Street, London. EC4 BUSINESS ADDRESS Modeshill Mullinahone Co. Tipperary BANKERS JP Morgan Chase Bank 9709 Bellaire Boulevard Houston, Texas 77036 USA AIB Bank 1/3 Lower Baggot Street Dublin 2 Ireland SOLICITORS O'Donnell Sweeney One Earlsfort Centre Earlsfort Terrace Dublin 2 Ireland REGISTERED NUMBER 408101 DATE OF INCORPORATION 15 September 2005 Website: www.petroneft.com AIM/IEX : PTR/P8ET PetroNeft Resources plc Annual Report and Financial Accounts 2005 5 G. DAVID GOLDER Non-Executive Chairman DENNIS FRANCIS Chief Executive Officer US; Petroleum & Natural Gas Engineer US; Geophysical Engineer and Geologist 34 years’ industry experience in oil and gas industry with Marathon Oil Company and others. Former Senior Vice President, Marathon Oil Company. Former Executive Vice President –Upstream, Sakhalin Energy Investment Company. 30 years with Marathon Oil Company. Headed Marathon’s Business Development Activities in Russia from 1989. Director Sakhalin Energy Investment Company. World wide experience as senior oil executive. DAVID SANDERS Executive Director, Company Secretary and General Legal Counsel US; Lawyer, Engineer 30 years’ industry experience. 15 years with Marathon Oil Company. In Russia was involved in, Sakhalin II, Priobskoye, KMOC projects. DESMOND BURKE Executive Director of Planning and Investor Relations Irish; Geologist THOMAS HICKEY Non-Executive Director VAKHA A. SOBRALIEV Non-Executive Director Irish; Accountant and Business Executive Russian; Mining Engineer and Economics 30 years’ minerals industry experience and 20 years experience in international equity markets. Chief Financial Officer and Director of Tullow Oil plc. Formerly of ABN AMRO Corporate Finance (Ireland) Limited . 30 years’ experience in West Siberian Petroleum Industry General Director Tomskburneftegaz, LLC -Drilling & Support Services Company in Tomsk Region S R O T C E R I D 6 PetroNeft Resources plc Annual Report and Financial Accounts 2005 Chairman’s Statement Dear Shareholder, In the beginning, Dennis Francis, now Chief Executive Officer of the company, became aware that Licence 61 in the Tomsk Oblast It is with great pleasure that I of the Russian Federation was available for acquisition. Based write to you on the occasion on his extensive experience in Russia, he was of the opinion that of the publication of the first this was one of the best packages of known Oil Fields and Annual Report and Accounts prospects to become available in the West Siberian Oil and Gas of your company and Basin in a long time. The Licence area was extensive at 4,991 cordially invite you to attend sq. kms, setting up the potential for a “Core Area”, with long the first Annual General term production and an extensive exploration base for future Meeting of the company at the Herbert Park Hotel in Dublin on 10th discoveries. Mr. Francis, Mr. David Sanders, now General November 2006, beginning at 11:00 a.m.. Counsel and Secretary of the company, and Mr. Desmond Burke, now Director of Planning and Investor Relations, set out on a fast It has been 18 months since the concept of PetroNeft Resources track effort to acquire the asset. plc was developed and started to become a reality. Now that the company is fully structured and funded, has a clearly defined Through their wide ranging connections in Ireland, the United path to production from the two proven Oil Fields, has an States and Russia, they were able to negotiate the acquisition of exploration schedule to expand the reserve base, and will the Russian Company, Stimul-T, and raise the finances to ensure achieve Admission to the London AIM and Dublin IEX Markets, I acquisition of the Licence into that company. Mr. Francis then set think it is worthwhile to revisit the journey to date. about the recruitment of a top class Russian management team and was extremely fortunate to secure the services of Alexey I do this in recognition of the major objectives achieved over such Balyasnikov, Alexander Frenovsky and Nikolai Karpuzov, all a short period of time. I do it also in order to thank all of the highly experienced Russian oil experts. Directors, management, staff, advisors, consultants and investors, on three continents, who have made this possible. The bases for PetroNeft has achieved much during this period. This would not the success of any company are excellent projects, outstanding have been possible without the determination and dedication of staff, and the ability to finance the projects to fruition. These are the executive management, as well as the valued advice and now in place and we can look forward to an exciting future as support of the non-executive directors. we develop the company’s assets. PetroNeft Resources plc Annual Report and Financial Accounts 2005 7 The extensive work completed since acquisition of the Licence is PetroNeft’s access to both debt and equity capital, as it continues described in the Review of Operations section of this Report. to develop its business. Bringing all of the previous work on the Licence together into a cohesive and comprehensive package, followed by the acquisition The first year of the company’s existence has been an exciting time. and integration of new seismic data, has defined a clear program The next 12 months promises to be equally exciting. By July of 2007 of work into the future. This program is designed to achieve both it is hoped that the company will be able to take the decision to early production and the expansion of recoverable reserves through begin field and infrastructure development, leading to production in exploration. All programs to date have been completed within 2008. Taking an exploration asset like Licence 61 to start of budget and on schedule. production is not an easy task and requires a lot of expertise, hard The work program for the winter season of 2006/2007 will begin at about the time of the Annual General Meeting. A new work and team effort to do well. The company is fortunate to have assembled an experienced management team that has successfully been though this process many times, both inside and outside of seismic survey will commence, mainly on the southern sector of Russia. the Licence, as will rig construction to allow the drilling of the delineation well on the Lineynoye Oil Field, beginning in January 2007. A second well on the Tungolskoye Oil Field is planned to commence in February 2007, and a third well, on the high potential West Lineynoye Prospect, should begin in May/June 2007. A full Production Feasibility Study has also commenced and will be completed in July 2007, when a decision to sanction The drilling of the West Lineynoye Prospect also gives the company a relatively low risk opportunity to triple its proved and probable reserve base from 33.5 million barrels to about 100 million barrels of oil. The amount of leverage that this one well could have on the company’s reserve base is rare for the industry and further illustrates the exciting year ahead for PetroNeft. the development project will be made. I look forward to meeting you all at the Annual General Meeting and to the next year of progress for your company. As a private company, prior to the placing of shares (Placing) and Admission to the London AIM and Dublin IEX markets, Sincerely, PetroNeft raised a total of US$8 million. The IPO will raised an additional US$15.5 million, which will put the company on a sound financial footing and provide funding for the next year of operations. It will transform the company into one that has a strong Institutional shareholder base which will improve G. David Golder Chairman 20th September 2006 8 PetroNeft Resources plc Annual Report and Financial Accounts 2005 Overview of Operations GENERAL PetroNeft Resources plc, through its wholly owned Russian Licence 61 was issued by the Russian Subsoil Agency on 4 May subsidiary Stimul-T, holds 100% interest in Licence 61 in the 2005 and is valid until 15 April 2030. The term of the licence Tomsk Oblast in Western Siberia. Licence 61 covers an area of may be extended based upon continued production under an 4,991 sq. kms, equivalent in size to about 24 UK North Sea approved development plan. blocks, over the prolific West Siberian Oil and Gas Basin. The Licence contains two proven oil fields, Lineynoye and Tungolskoye, that were discovered by a State Exploration Enterprise in the early 1970s. The Company views the Licence Independent US petroleum consultants Ryder Scott have estimated, on the basis of 14 previously drilled wells and extensive seismic data, that the licence contains oil reserves as as a “Core Area”, with oil production potential over a long shown on Table 1: period of time from both proven Oil Fields and other identified exploration prospects. Table 1 Lineynoye and Tungolskoye Oil Fields; Proved (P1) + Probable (P2) Possible (P3) Total (P1+P2+P3) Twenty Prospects and Five Potential Prospects (Leads); Possible (P3) Exploration Resources (P4) Total (P1+P2+P3+P4) 33.5 million barrels 37.1 million barrels 70.6 million barrels 253 million barrels 100 million barrels 424 million barrels The terms Proved, Probable, and Possible reserves (as well as other such terms) in this report conform to the definition approved by the Society of Petroleum Engineers (SPE) and the World Petroleum Congress (WPC). The probable reserves included herein conform to definitions of probable reserves approved by the SPE/WPC using the deterministic methodology and the possible reserves included herein confirm to definitions of possible reserves approved by SPE/WPC using probabilistic methodology. PetroNeft Resources plc Annual Report and Financial Accounts 2005 9 Turnkey Drilling Contracts are in place to drill three wells the delineation wells are available they will be incorporated starting in the 2006/2007 winter season, with “rig-up” in the Feasibility Study to establish an initial Development operations commencing in November 2006. Two of these Plan for the existing fields. wells will be on proven Oil Fields, Lineynoye and Tungolskoye, to clarify reservoir parameters and flow rates. PetroNeft has also contracted to acquire 500 line kms of new This data is required to finalise a Development Plan for the CDP-2D seismic, during the 2006/2007 winter season. This, two fields. together with all previous data on the Licence, can provide a consistent basis for continued exploration, development and The third well will be drilled on the high impact/low risk production within the Licence area. This data will also fulfil West Lineynoye Prospect with potential for an additional 67 the Licence obligation to acquire 1,000 line kms of seismic million barrels of oil. It should be noted that the Lineynoye data in the first three years of the Licence. No. 5 well tested oil from 2.3 metres of net pay just above the oil water contact on the eastern end of this prospect in The company plans to actively develop its business through 1974. A successful well here could triple the reserve base the acquisition of new Licences and Projects, primarily within of the Company over the next year. the Russian Federation. A Feasibility Study is currently underway which will identify ways to optimise the field development plan as well as the export infrastructure for the Licence area. Once the results of 10 PetroNeft Resources plc Annual Report and Financial Accounts 2005 West Siberian Oil & Gas Basin Discovered Reserves 144 billion bbls of oil 1,300 TCF gas Urengoy Gas Field 350 TCF original reserves West Siberian Oil and Gas Basin Regional Location Map Barents Sea West Siberian Oil & Gas Basin Timan Pechora A B East Siberia Basin Volga Ural Turgay North Caspian Basin 0 1,000 Kilometers Figure 1 Samotlor Oil Field 27 Billion Bbls origional reserves Licence 61 (Ryder Scott Evaluation) Proved and Probable reserves 33.5 million bbls Possible reserves 290.0 million bbls Exploration resources 100.0 million bbls Gas Pipeline Gas Pipeline Oil Pipeline Oil Pipeline Oil Fields Oil Fields Gas Fields Gas Fields Licence 61 Licence 61 After – USGS WEST SIBERIAN OIL AND GAS BASIN (FIGURES 1 AND 2) The West Siberian Oil and Gas Basin lies at the heart of the The largest gas field in the basin is the Urgenoy Field, with Russian oil and gas industry. The basin covers an area estimated total recovery of 350 trillion cubic feet of gas. Total approximately four times the size of France, produces two thirds discovered reserves in the basin are estimated at 144 billion of Russia’s oil, more than 85% of its gas, and is home to almost barrels of oil and 1,300 trillion cubic feet of gas. The larger Oil all of the major Russian upstream operators. Major western oil Fields were discovered toward the centre of the basin where a companies are also active in the region as are a number of stacked series of reservoirs occur. In general, the northern part of successful smaller western companies, including Imperial Energy the basin is gas rich, while the southern portion is oil rich. Corporation and Swedish based Western Siberian Resources. The economies of scale afforded by massive discoveries enabled The initial gas discovery in the Basin, the Berezovo Field, was a rapid pace of development, and production increased from made in 1953 and brought into production in 1963. The first 600,000 barrels of oil per day in 1970 to 7.3 million barrels of major oil discovery in the basin, the Samotlor field, was made in oil per day in 1985. However, the fall in oil prices at the end of 1961, and brought to production in 1964. The latter is now one the 1980s and the collapse of the USSR heralded a significant of the largest Oil Fields in the world, containing an estimated decline in West Siberian production to 3.9 million barrels a day original recoverable reserve of 27 billion barrels of oil. PetroNeft Resources plc Annual Report and Financial Accounts 2005 11 in 1995. Although declines continued, privatisation led to a Western Siberia suffers extremely cold winters (down to -40°C), renewed focus on exploration and adoption of modern although temperatures rise to around 30°C in the summer months. technology. Production has continued to rise from the 2.3 million The area is low lying and this, combined with the weather, barrels of oil per day, produced in 2000. Current oil production presents considerable operational challenges to the oil industry, in is estimated at 5.75 million barrels of oil per day. particular the transportation of heavy equipment. The continued discovery of very large fields led to an exploration For this reason, most of the exploration and development work is strategy involving widely spaced seismic lines and drilling patterns, which effectively overlooked the potential for smaller discoveries. As a consequence, the smaller discovered oil fields, that have now assumed economic significance, were not developed and a large number of established structures were not drilled. This has led to the current significant opportunity, which PetroNeft was uniquely positioned to take advantage of. carried out during the 7 to 8 month long winter season when the ground is frozen and winter roads can be established. Figure 2 PetroNeft Resources plc Annual Report and Financial Accounts 2005 12 Figure 3 Licence 61 - Oil Fields and Prospects Map Oil Fields / Prospects / Potential Prospects 19 17 10 Oil Fields Prospects Potential Prospects (Leads) 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 11. 12. 13. 14. 15. 16. 17. 18. 19. 20. 21. 22. Lineynoye Oil Field Tungolskoye Oil Field West Lineynoye Lineynoye South & Lower Korchegskaya & Upper Korchegskaya Korchegskaya West Korchegskaya North Varyakhskaya Varyakhskaya North & Upper Emtorskaya Crown (1 of 3) Sigayevskaya Sigayevskaya East Kulikovskaya Group (2 of 6) Kusinskiy Group (1 of 3) Tuganskaya Group (1 of 4) Kirillovskaya (1 of 4) Sibkrayevskaya Crown (1 of 2) Tungolskoye East Emtorskaya North Sibkrayevskaya East Sobachya North Balkinskaya 3 4 6 11 12 13 9 8 18 1 7 2 5 14 15 23 16 22 23. West Balkinskaya 0 12 kms 20 21 North Sea Block LEGEND Oil Field Prospect ready for drilling Prospect identified Potential Prospect Wells Base Bazhenov Seismic Horizon < 2160m depth > 2600m depth Licence 61 (Figure 3) History of Exploration on the Licence Licence 61 is located in the southeastern sector of the West Since the late 1960s, when active exploration began on the Siberian Oil and Gas Basin. The main oil reservoir horizons in area, a total of 2,650 line kms of seismic data has been the area are Upper Jurassic sandstones, immediately underlying accumulated. PetroNeft has acquired all of this data and has the Bazhenov Shale, which acts as an oil source rock and a seal reprocessed and reinterpreted it using modern technology. In for the underlying reservoirs (Figure 2). Individual sandstone addition, a total of 14 wells have been drilled on the Licence. The layers vary from 2 to over 10 meters in thickness. The gross logs from these wells have been digitised and reinterpreted, reservoir sandstone varies in thickness from 8 to 20 meters. giving excellent geological control, particularly in the northern Because the Base of the Bazhenov Shale is an excellent regional part of the Licence. seismic reflector, the oil bearing structures can be mapped with Since acquiring the Licence the company has, in the winter a high degree of accuracy, making the location of even smaller season 2005/2006, acquired a further 515 line kms of CDP-2D prospects relatively simple, once there is sufficiently dense seismic in the northern part of the Licence. This program was coverage of high quality seismic data. PetroNeft’s approach has designed largely as “fill-in” on the older seismic data, in order to been to ensure that this is the case and that the enormous amount obtain better definition of the oil bearing structures, enabling of exploration data, both seismic and well drilling accumulated optimisation of well locations. The strategy has worked very well, on the Licence area since the late 1960s, is formatted in the most as can be seen in Figures 4 and 5, and has also resulted in the efficient way for the orderly exploration and development of the upgrading of P1, P2 and P3 reserves by Ryder Scott (Table 2). known Oil Fields and prospects. With this in place the exploration becomes a relatively straight forward and low tech This process will continue during the 2006/2007 winter season play in a prolific oil producing area. when a further 500 line kms of CDP-2D seismic will be acquired, mainly in the southern part of the Licence (Figure 6). PetroNeft Resources plc Annual Report and Financial Accounts 2005 13 O B J E C T I V E S A N D W O R K P R O G R A M F O R 2 0 0 6 / 2 0 0 7 T H E C O M P A N Y H A S T W O K E Y O B J E C T I V E S F O R L I C E N C E 6 1 : l To develop two proven oil fields to production in the near term. l To determine the full upside reserve potential of the Licence and expand production from these reserves. Toward Production l Two delineation wells on Lineynoye and Tungolskoye Oil Fields to establish reservoir parameters for production l Feasibility Study on production to be completed in July 2007 Toward Reserve Expansion l One high value exploration well to be drilled on West Lineynoye Prospect with upside potential for additional 2P of 66.6 million barrels. l 500 line km seismic survey to define further drilling prospects 14 PetroNeft Resources plc Annual Report and Financial Accounts 2005 TOWARD PRODUCTION The two proven oil fields on Licence 61 are Lineynoye and Tungolskoye (Figures 4 and 5). Ryder Scott estimates the reserves at 33.5 million barrels in the Proved and Probable (P1&P2) categories and 37 million barrels in the Possible (P3) category. Both of these fields were drilled and tested in the early 1970s, producing flow rates of about 300 barrels of oil per day. The indicated net pay thickness in the Lineynoye No. 1 discovery well was 15.4 meters in three separate sandstones, and the Tungolskoye No. 1 well showed net pay at 12.9 meters in four sandstone units. The quality of the oil was 38º to 40º API. During the 2006/2007 winter season, two delineation wells are to be drilled, one on each field, to confirm the reservoir properties and to establish production parameters. The approximate location of the wells is shown on Figures 4 and 5. Mobilisation has already commenced and primary “Rig-up” activities are planned to commence in November 2006, with drilling expected to commence in January 2007 on Lineynoye and February on Tungolskoye. Both wells will be drilled to basement with total depths of about 2,750 metres and 3,100 metres, respectively. Lineynoye Oil Field & West Lineynoye Prospect Structure Map on Base Bazhenov Horizon Contour Interval 10 metres West Lineynoye Prospect Exploration Well Location Kilometers 0 1 2 3 4 5 Lineynoye No. 5 Well Tested Oil 2.3 m net pay owc at -2,417 m L-7 Lineynoye No. 1 Well 264 bopd, 38º API 15.4 m net pay L-6 Lineynoye Oil Field Reserve Summary Proved and Probable Possible Total P1+P2+P3 P1+P2 P3 million bbls 15.61 6.55 22.16 ~ 25% of OOIP (1) ~ 10% of OOIP (2) million barrels Delineation Well Location Lineynoye Oil Field West Lineynoye Prospect Reserve Summary Possible P3 66.57 million barrels (3) 2D Seismic 2005/2006 (1) OOIP = Original Oil in Place (2) Incremental Field Possibles due to future technology, infill drilling, oil price, etc. (3) Recovery ~ 25% of OOIP Figure 4 Lineynoye Oil Field Reserve Summary million bbls Proved and Probable P1+P2 Possible P3 Total P1+P2+P3 15.61 6.55 22.16 ~ 25% of OOIP (1) ~ 10% of OOIP (2) million barrels West Lineynoye Prospect Reserve Summary Possible P3 66.57 million barrels (3) (1) OOIP = Original Oil in Place (3) Recovery ~ 25% of OOIP (2) Incremental Field Possibles due to future technology, infill drilling, oil price, etc. Kilometers 0 1 2 3 4 5 2D Seismic 2005/2006 PetroNeft Resources plc Annual Report and Financial Accounts 2005 15 The West Lobe of the Tungolskoye Oil Field will be further defined by the 2006/2007 seismic survey for possible drilling during the winter season of 2007/2008. (Figure 5) Tungolskoye Oil Field Structure Map on Base Bazhenov Horizon Contour Interval 10 meters Tungolskoye Oil Field West Lobe Tungolskoye No. 1 Well 332 bopd, 40º API 12.9m net pay owc -2,426 T-4 Delineation Well Location Tungolskoye Reserve Summary Proved and Probable Possible w/o West Lobe Possible West Lobe Total P1+P2+P3 P1+P2 P3 P3 million bbls 17.92 7.44 23.10 48.46 ~ 25% of OOIP (1) ~ 10% of OOIP (2) ~ 25% of OOIP million barrels (1) OOIP = Original Oil in Place (2) Incremental Field Possibles due to future technology, infill drilling, oil price, etc. 2D Seismic 2005/2006 Kilometers 0 1 2 3 4 5 Figure 5 The company has contracted the preparation of a Feasibility determine the most economic means to bring the Lineynoye and Study for the development of the Licenced Area. The scope for Tungolskoye oil fields and other prospects into production. The this study includes full field reservoir modelling to identify ways company intends to finalise a development plan for the Lineynoye to optimise the recovery plan for the Lineynoye and Tungolskoye and Tungolskoye fields by summer 2007. fields, as well as proposing production facilities and export pipeline designs for the entire Licenced Area. In addition, the company is continuing to evaluate infrastructure arrangements with third parties and alternative pipeline options to help to The earliest date for first production is the summer of 2008. 16 PetroNeft Resources plc Annual Report and Financial Accounts 2005 Toward Reserve Expansion and Reclassification Table 2 shows the Reserve Movement through the various classification categories since the Licence was acquired by the company. All of the work to date, including the reprocessing and reinterpretation of the vintage seismic, the previously drilled wells and the seismic acquired in 2005/2006, has contributed to the expansion of reserves in the Proved/Probable and Possible categories. On the exploration front, the program for the 2006/2007 includes the drilling of one high potential well on the West Lineynoye Prospect (Figure 4). The upside potential of this well is the movement of 66.7 million barrels of oil to the P1/P2 category from the P3 category.. Drilling is planned to commence on this well in May/June 2007 and results are expected in July 2007. Seismic Equipment stored on License 61 for summer 2006 PetroNeft Resources plc Annual Report and Financial Accounts 2005 17 Directors and Management at Lineynoye No. 6 well site which is under construction. In addition, 500 line kms of CDP-2D seismic data will be 2006/2007 promises to be an exciting year for the company acquired, mainly on the southern part of the Licence (Figure 6). with drilling results expected on a regular basis. The objective of this survey is to better define the structural characteristics of known Prospects and Potential Prospects. As mentioned above, the West Lobe of the Tungolskoye Oil Field will be further defined by this survey for possible drilling during the winter season of 2007/2008 programme. (Figure 5) Figure 6 18 PetroNeft Resources plc Annual Report and Financial Accounts 2005 Schedule for 2006/ 2007 winter season Toward Production l November 2006 Rig up construction commences for Lineynoye No. 6 well l January 2007 Drilling of Lineynoye No. 6 well to commence l February 2007 Drilling of Tungolskoye No. 4 well to commence l March 2007 Results of Lineynoye well tests l April 2007 Results of Tungolskoye well tests l July 2007 Decision to sanction the development project Toward Reserve Expansion l October 2006 Commencement of 500 line km seismic survey l April/May 2007 Commencement of West Lineynoye exploration well with upside potential of 66.6 million barrels of oil PetroNeft Resources plc Annual Report and Financial Accounts 2005 19 PetroNeft Resources plc Financial Report 20 PetroNeft Resources plc Annual Report and Financial Accounts 2005 Report of Directors The Directors present their report and the financial statements for FUTURE DEVELOPMENTS the period ended 31 December 2005. The main asset of the company is a 100% interest in a 4,991sq PRINCIPAL ACTIVITY km oil and gas Licence in the Tomsk Oblast, held through wholly owned subsidiary, Stimul-T. The Licence contains two previously The principal activities of the group are that of hydrocarbon drilled and tested oil fields, Tungolskoye and Linenoye, which exploration and appraisal. The group was established to Petroneft has targeted for rapid development. It also estimated acquire and develop, directly or indirectly, oil and gas that substantial further reserves could be contained in a number exploration, development and production interests in Russia. of defined exploration prospects on the Licence. RESULTS AND DIVIDENDS A major seismic survey was completed in early 2006 with the The loss for the period after providing for depreciation and objective of defining drilling locations on the two established oil taxation amounted to US$ 260,414 . fields and for an additional high value exploration well on a The Directors do not recommend payment of a final dividend. further prospect. These wells will commence in the 2006/2007 DIRECTORS winter season, with the objective of establishing a rapid development plan for oil production on the Licence. Two drilling In accordance with the Articles of Association, all of the Directors rigs have been contracted to carry out this work. retire at the first AGM of the company and being eligible offer themselves for re-election. D I R E C T O R S A N D T H E I R I N T E R E S T S The Directors and secretary who held office during the period had no interest, other than those shown below, in the shares of the company. Ordinary shares Directors G. David Golder Dennis Francis David Sanders Desmond Burke Vakha Alvievich Sobraliev Thomas Hickey Gerard Ryan David O'Beirne Secretary David Sanders As at Position Non-Executive Chairman Chief Executive Executive Director Executive Director Non-Executive Director Non-Executive Director Appointed 15 September 2005 Appointed 15 September 2005 Date of Appointment/Resignation Appointed 17 November 2005 Appointed 20 October 2005 Appointed 20 October 2005 Appointed 20 October 2005 Appointed 21 November 2005 Appointed 21 November 2005 Resigned 20 October 2005. Resigned 20 October 2005. 31 December 2005 2,409,050 19,754,210 4,047,205 4,967,204 14,743,386 250,000 1 124,001 Appointed 20 October 2005 4,047,205 In the period to 30 June 2006 Vakha Alvievich Sobraliev was allotted 7,371,258 shares in the company. Following this allotment his interest was 22,114,544 Ordinary Shares. In May 2006 Thomas Hickey acquired a further 70,000 shares bringing his total shareholding to 320,000 Ordinary Shares. PetroNeft Resources plc Annual Report and Financial Accounts 2005 21 As part of the Placing in September 2006, the Directors will subscribe for shares as shown in column 1 below and their current resultant holdings will be as shown in column 2. This subscrption will be at the IPO placing price. DIRECTORS' RESPONSIBILITIES The Directors are responsible for preparing the Director's Report and Financial Statements. The Directors have chosen to prepare accounts for the group in accordance with International Financial Reporting Standards (IFRS). in accordance with International Accounting Standard 1 requires that financial statements present fairly for each year the Group's financial position, financial performance and cash flows. This requires the faithful representation of the effects of transactions, other events and conditions the definitions and recognition criteria for assets, liabilities, income and expenses set out International Accounting Standards Board's 'Framework for the preparation and presentation of Financial Statements'. In virtually all circumstances, a fair presentation will be achieved by compliance with all the applicable International Financial Reporting Standards. the in Directors are also required to: l properly select and apply accounting policies; l present information, including accounting policies, in a manner that provides relevant, reliable, comparable and understandable information; l provide additional disclosures when compliance with the specific requirements in International Financial Reporting Standards is insufficient to enable users to understand the impact of particular transactions, other events and conditions on the entity's financial position and financial performance; and l prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group will continue in business. Directors Shares to be purchased Post IPO Subscription Percentage of David Golder Dennis Francis David Sanders Des Burke Tom Hickey Vakha Sobraliev at IPO 535,408 535,407 133,400 337,000 265,000 535,408 Share Holdings 2,944,458 20,289,617 4,180,605 5,304,204 585,000 22,650,052 Issued Share Capital 1.67% 11.49% 2.37% 3.00% 0.33% 12.82% 31.68% SHARE OPTIONS In addition to the above the Company granted Share Options to the Directors on the 20th September 2006 as follows; Directors David Golder Dennis Francis David Sanders Des Burke Tom Hickey Vakha Sobraliev Number of Options 440,000 880,000 880,000 660,000 440,000 440,000 SIGNIFICANT SHAREHOLDERS So far as the Directors are aware, the names of the persons other than the Directors who, directly or indirectly, are interested in 3 per cent or more of the Existing Issued Share Capital and the expected Enlarged Issued Share Capital post IPO are, as follows: Shareholder Ordinary Shares Pre IPO Placing Percentage of Ordinary Shares Pre IPO Placing Expected Ordinary Shares Post IPO Placing Expected Percentage of Ordinary Shares Post IPO Placing RAB Octane Fund Limited 22,523,303 16.7% 36,439,232 20.63% Davycrest Nominees Limited 15,152,045 11.2% 27,524,929 15.58% 22 PetroNeft Resources plc Annual Report and Financial Accounts 2005 The Directors are responsible for keeping proper accounting AUDIT COMMITTEE: records which disclose with reasonable accuracy at any time the This Committee comprises three non-executive Directors. The financial position of the company and to enable them to ensure external auditors have the opportunity to meet with members of that the financial statements comply with the Companies Acts the Audit Committee without executive management present at 1963 to 2005 and all regulations to be construed as one with least once a year. The duties of the Committee include the review those acts. They are also responsible for safeguarding the assets of the accounting principles, policies and practices adopted in of the company and hence for taking reasonable steps for the preparing the financial statements, external compliance matters prevention and detection of fraud and other irregularities. and the review of the Company financial results. CORPORATE GOVERNANCE NOMINATIONS COMMITTEE: The Directors are committed to maintaining the highest standards Given the current size of the group a Nominations Committee is of corporate governance commensurate with the size, stage of not considered necessary. The Board reserves to itself the process development and financial status of the Company. by which a new Director is appointed. BOARD: REMUNERATION COMMITTEE: The Company currently has six Directors, comprising three This Committee comprises three non-executive Directors. This executive Directors and three non-executive Directors. The Board Committee determines the contract terms, remuneration and other met formally on 8 occasions during 2005. An agenda and benefits of the executive Directors, Chairman and non-executive supporting documentation was circulated in advance of each Directors. meeting. All the Directors bring independent judgement to bear on issues affecting the Group and all have full and timely access COMMUNICATIONS: to information necessary to enable them to discharge their duties. The Company maintains regular contact with shareholders through The Directors have a wide and varying array of experiences in publications such as the annual and half-year report and via press the industry. Non-executive Directors are not appointed for releases and the Company’s website, www.petroneft.com. The specific terms. Each non-executive Director comes up for re- Directors are responsive to shareholder enquiries throughout the election every 3 years and each new Director is subject to year. The Board regards the Annual General Meeting as a election at the next Annual General Meeting following the date particularly important opportunity for shareholders, Directors and of appointment. management to meet and exchange views. The following committees deal with the specific aspects of the Group affairs: PetroNeft Resources plc Annual Report and Financial Accounts 2005 23 INTERNAL CONTROL BOOKS OF ACCOUNT The Directors have overall responsibility for the Company’s The measures taken by the Directors to ensure compliance with system of internal control and have delegated responsibility for the requirements of Section 202, Companies Act 1990, the implementation of this system to executive management. This regarding proper books of account are the implementation of system includes financial controls that enable the Board to meet necessary policies and procedures for recording transactions, the its responsibilities for the integrity and accuracy of the employment of competent accounting personnel with appropriate Company’s accounting records. expertise and the provision of adequate resources to the financial function. The books of account of the company are maintained at The Company’s system of internal financial control provides Modeshill, Mullinahone, Co. Tipperary. reasonable, though not absolute assurance that assets are safeguarded, transactions authorised and recorded properly and AUDITORS that material errors or irregularities are either prevented or detected within a timely period. Having made appropriate enquiries the Directors consider that the system of internal financial, operational and compliance controls and risk The auditors, LHM Casey McGrath, have indicated their willingness to continue in office in accordance with the provisions of Section 160(2) of the Companies Act, 1963. management operated effectively during the period covered by On behalf of the board the financial statements and up to the date on which the financial statements were signed. The internal control system includes the following key features, which have been designed to provide internal financial control Dennis Francis Director Desmond Burke Director Date: 20 September 2006 Date: 20 September 2006 appropriate to the Company’s businesses: l Budgets are prepared for approval by the Board. l Expenditure and income are compared to previously approved budgets. l A detailed investment approval process which requires Board approval of all major capital projects and regular review of the physical performance and expenditure on these projects. 24 PetroNeft Resources plc Annual Report and Financial Accounts 2005 Independent Auditors’ Report INDEPENDENT AUDITORS’ REPORT TO THE SHAREHOLDERS OF statements give a true and fair view, in accordance with PETRONEFT RESOURCES plc International Financial Reporting Standards and are properly prepared in accordance with the Companies Acts. We also We have audited the financial statements of PetroNeft Resources report to you whether in our opinion: proper books of account plc for the period ended 31 December 2005 on pages 28 to 36. have been kept by the company; whether, at the balance sheet These financial statements have been prepared under the date, there exists a financial situation requiring the convening of accounting policies set out on page 26. an extraordinary general meeting of the company; and whether the information given in the Directors' Report is consistent with the This report is made solely to the company's members as a body financial statements. In addition, we state whether we have in accordance with the requirements of the Companies Acts obtained all the information and explanations necessary for the 1963 to 2005. Our audit work has been undertaken so that we purposes of our audit and whether the Financial statements are might state to the company's members those matters that we are in agreement with the books of account. required to state to them in the audit report and for no other purpose. To the fullest extent permitted by law, we do not accept We report to the shareholders if, in our opinion, any information or assume responsibility to anyone other than the company or the specified by law regarding Directors' remuneration and company's members as a body for our audit work, for this report, Directors' transactions is not given and, where practicable, or for the opinions we have formed. include such information in our report. RESPECTIVE RESPONSIBILITIES OF DIRECTORS AND AUDITORS We read the Directors' Report and consider the implications for As described on page 5 the company's Directors are responsible our report if we become aware of any apparent mis-statement for the preparation of financial statements in accordance with within it. applicable law and International Financial Reporting Standards. BASIS OF OPINION Our responsibility is to audit the financial statements in We conducted our audit in accordance with International accordance with relevant legal and regulatory requirements and Standards on Auditing (UK and Ireland) issued by the Auditing International Standards on Auditing (UK and Ireland). Practices Board. An audit includes examination, on a test basis, of evidence relevant to the amounts and disclosures in the We report to you our opinion as to whether the financial financial statements. It also includes an assessment of the PetroNeft Resources plc Annual Report and Financial Accounts 2005 25 significant estimates and judgements made by the Directors in the Companies Acts 1963 to 2005 and all regulations to be preparation of the financial statements, and whether the construed as one with those acts. accounting policies are appropriate to the company's circumstances, consistently applied and adequately disclosed. We have obtained all the information and explanations we We planned and performed our audit so as to obtain all the proper books of account have been kept by the company. The information and explanations which we considered necessary in financial statements are in agreement with the books of account. order to provide us with sufficient evidence to give reasonable assurance that the financial statements are free from material mis- In our opinion the information given in the Directors' report is consider necessary for the purposes of our audit. In our opinion statement, whether caused by fraud or other irregularity or error. consistent with the financial statements. In forming our opinion we also evaluated the overall adequacy of the presentation of information in the financial statements. The net assets of the company, as stated in the Balance Sheet on INTANGIBLE ASSETS capital and, in our opinion, on that basis there did not exist at In forming our opinion, we have considered the adequacy of the 31 December 2005 a financial situation which under Section disclosures made in Note 7 to the financial statements in relation 40(1) of the Companies (Amendment) Act 1983 may require the to the Directors’ assessment of the carrying value of the Group’s convening of an extraordinary meeting of the company. page 29, are more than half of the amount of its called up share intangible assets, amounting to $6,093,657. Our opinion is not qualified in this respect. OPINION In our opinion the financial statements: l give a true and fair view, in accordance with International Financial Reporting Standards, of the state of the company's affairs as at 31 December 2005 and of its loss and cash flows for the period then ended; and l have been properly prepared in accordance with the LHM Casey McGrath Chartered Certified Accountants Registered Auditors 6 Northbrook Road Dublin 6 Ireland Date: 20 September 2006 26 PetroNeft Resources plc Annual Report and Financial Accounts 2005 Statement of Accounting Policies The following accounting policies have been applied consistently TANGIBLE FIXED ASSETS AND DEPRECIATION in dealing with items which are considered material in relation to Tangible fixed assets are stated at cost or valuation, less the company's financial statements. accumulated depreciation. Depreciation is provided at rates calculated to write off the cost less residual value of each asset ACCOUNTING CONVENTION over its expected useful life, as follows: The financial statements are prepared in accordance with International Financial Reporting Standards under the historic Land and buildings - Straight Line over 30 years cost convention. Office equipment - 20% Straight line In accordance with the provisions of Section 3(2) of the TAXATION Companies (Amendment) Act 1986 the Profit and Loss of the Income tax expense represents the sum of the tax currently Company is not presented separately. payable and deferred tax. DEVELOPMENT COSTS The tax currently payable is based on taxable profits for the year. The Company adopts the successful efforts method of accounting Taxable profits differ from profit as reported in the income for exploration and appraisal costs. All licence acquisition, statement because it excludes items of income or expense that exploration and evaluation costs are initially capitalised in cost are taxable or deductible in other years and it further excludes centres by well, field or exploration area, as appropriate. items that are never taxable or deductible. The Company's Directly attributable administration costs and interest payable are liability for current tax is calculated using tax rates that have been capitalised insofar as they relate to specific exploration and enacted or substantively enacted by the balance sheet date. development activities. Pre-licence costs are expensed in the period in which they are incurred. Deferred taxation is recognised in respect of all timing These costs are then written off unless commercial reserves have sheet date where transactions have occurred at that date that will been established or the determination process has not been result in an obligation to pay more, or a right to pay less or to completed and there are no indications of impairment. receive more, taxation. differences that have originated but not reversed at the balance PetroNeft Resources plc Annual Report and Financial Accounts 2005 27 Deferred taxation is measured on an undiscounted basis at the impairment loss. If such indication exists, the recoverable amount taxation rates that are anticipated to apply in the periods in of the asset is estimated in order to determine the extent of the which the timing differences reverse, based on taxation rates and impairment loss (if any). Where it is not possible to estimate the legislation which are enacted or substantively enacted at the recoverable amount of an individual asset, the Group estimates balance sheet date. the recoverable amount of the cash-generating unit to which the FOREIGN CURRENCIES asset belongs. Monetary assets and liabilities denominated in foreign currencies CONSOLIDATED ACCOUNTS are translated into US Dollars at contract rates where the amounts The Company Financial Statements consolidate the results of the payable or receivable are covered by forward contracts. Other Company and its wholly owned subsidiary Stimul-T from the date monetary assets and liabilities are translated into US Dollars at of acquisition under the acquisition method. rates of exchange ruling at the balance sheet date. Exchange gains and losses are dealt with in the profit and loss account. IMPAIRMENT OF TANGIBLE AND INTANGIBLE ASSETS EXCLUDING GOODWILL At each balance sheet date, the Company reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an 28 PetroNeft Resources plc Annual Report and Financial Accounts 2005 CONSOLIDATED INCOME STATEMENT for the period ended 31 December 2005 Administrative expenses Operating loss Interest payable and similar charges Retained loss for the period Loss per share: Basic Diluted Notes 1 2 2005 US$ (241,331) (241,331) (19,083) (260,414) .29c .29c There are no recognised gains or losses other than those disclosed above and there have been no discontinued activities or acquisitions in the current or preceding periods. On behalf of the board Dennis Francis Director Desmond Burke Director Date: 20 September 2006 Date: 20 September 2006 PetroNeft Resources plc Annual Report and Financial Accounts 2005 29 CONSOLIDATED BALANCE SHEET as at 31 December 2005 2005 US$ 169,937 6,093,657 6,263,594 451,323 256,208 707,531 6,971,125 1,052,260 4,861,880 (260,414) 5,653,726 1,317,399 1,317,399 6,971,125 Notes 6 7 9 10 13 14 14 16 11 Non-Current Assets Property, plant and equipment Other intangible assets Current Assets Trade and other receivables Cash and cash equivalents Total Assets Equity and Liabilities Capital and Reserves Called up share capital Share premium account Profit and loss account Equity attributable to equity holders of the parent Current Liabilities Trade and other payables Total Liabilities Total Equity and Liabilities On behalf of the board Dennis Francis Director Desmond Burke Director Date: 20 September 2006 Date: 20 September 2006 30 PetroNeft Resources plc Annual Report and Financial Accounts 2005 GROUP STATEMENT OF CHANGES IN EQUITY as at 31 December 2005 Loss for the period Dividends Net proceeds of equity share issue 2005 Group US$ (260,414) - (260,414) 5,914,140 5,653,726 PetroNeft Resources plc Annual Report and Financial Accounts 2005 31 COMPANY BALANCE SHEET as at 31 December 2005 Non-Current Assets Property, plant and equipment Other intangible assets Current Assets Trade and other receivables Cash and cash equivalents Total Assets Equity and Liabilities Capital and Reserves Called up share capital Share premium account Profit and loss account Equity Shareholders' Funds Current Liabilities Trade and other payables Total Liabilities Total Equity and Liabilities Notes 6 7 9 10 13 14 15 16 11 2005 US$ 4,446 411,851 416,297 6,367,313 12,478 6,379,791 6,796,088 1,052,260 4,861,880 220,238 5,693,902 1,102,186 1,102,186 6,796,088 32 PetroNeft Resources plc Annual Report and Financial Accounts 2005 CASH FLOW STATEMENT for the period ended 31 December 2005 Net loss before interest and income tax Adjustments for: Depreciation for - Property, plant and equipment Operating profit before working capital changes Increase in trade receivables Increase in trade payables Cash generated from operations Interest paid Net cash flow from operating activities Investing activities Purchase of property, plant and equipment Purchase of other intangible assets Net cash used in investing activities Cash flows from financing activities Proceeds from issue of share capital Net cash received from financing activities Net increase in cash and cash equivalents Cash and Cash equivalents at the beginning of the period Cash and cash equivalents at the end of the period Notes 20 10 2005 US$ (241,331) 910 (240,421) (451,323) 1,317,399 625,655 (19,083) 606,572 (170,847) (6,093,657) (6,264,504) 5,914,140 5,914,140 256,208 - 256,208 NOTES ON AND FORMING PART OF THE FINANCIAL STATEMENTS for the period ended 31 December 2005 PetroNeft Resources plc Annual Report and Financial Accounts 2005 33 1. Operating loss Operating loss is stated after charging: Depreciation of tangible assets Auditors' remuneration 2005 US$ 910 22,000 Earnings Net loss attributable to equity shareholders Effect of dilutive potential ordinary shares 2005 US$ (260,414) - Diluted net loss attributable to equity shareholders (260,414) Number of Shares Basic weighted average number of shares Dilutive potential ordinary shares 90,098,470 - Dilutive weighted average number of shares 90,098,470 Fees totalling US$6,000 in respect of non-audit services associated with share issues have been set against share premium. 2. Finance costs On loans and overdrafts 2005 US$ 19,083 19,083 3. Employees Number of employees The average monthly numbers of employees (including the directors) during the period was: 2005 Number Loss per share: Basic Diluted 5. Income Tax Expense 5 5 Current year taxation Corporation Tax (12.5%) .29c .29c 2005 US$ - The tax assessed for the period is lower than the standard rate of corporation tax of 12.5%. The differences are explained below: Loss on Ordinary Activities before Tax (260,414) Loss on Ordinary Activities multiplied by the standard rate of corporation tax of 12.5% Effects of: Depreciation in excess of Capital Allowances for the year Losses available for carry forward Tax charge for the year (32,552) - 32,552 - Employment costs (Including directors) Wages and salaries 3.1. Directors' emoluments 2005 US$ 88,230 88,230 2005 US$ Remuneration and other emoluments 54,674 4. Earnings per Ordinary Share Basic earnings per ordinary share amounts are calculated by dividing net loss for the period attributable to ordinary equity holders of the parent by the weighted average number of shares outstanding during the period. Diluted earnings per ordinary share amounts are calculated by dividing net loss for the period attributable to ordinary equity holders of the parent by the weighted average number of ordinary shares outstanding during the period plus the weighted average number of ordinary shares that would be issued if employee and other share options were converted into ordinary shares. 34 PetroNeft Resources plc Annual Report and Financial Accounts 2005 NOTES ON AND FORMING PART OF THE FINANCIAL STATEMENTS 6.Tangible assets Group for the period ended 31 December 2005 7. Other intangible assets Fixtures & fittings Land and buildings freehold Total Group Cost Additions Acquired on acquisition of a subsidiary US$ US$ US$ 4,599 - 4,599 6,748 159,500 166,248 Cost Additions Acquired on Acquisition of a subsidiary Development Costs US$ Total US$ 516,348 516,348 5,577,309 5,577,309 At 31 December 2005 11,347 159,500 170,847 At 31 December 2005 6,093,657 6,093,657 Net book values At 31 December 2005 6,093,657 6,093,657 378 378 532 910 532 910 Company Depreciation Charge for the period At 31 December 2005 Net book values At 31 December 2005 Company Cost Additions 10,969 158,968 169,937 Fixtures & fittings Land and buildings freehold Total US$ US$ US$ 4,599 At 31 December 2005 4,599 Depreciation Charge for the period At 31 December 2005 153 153 Net book values At 31 December 2005 4,446 - - - - - 4,599 4,599 153 153 4,446 Cost At 15 September 2005 Additions Disposals Development Costs US$ - 411,851 - Total US$ - 411,851 - At 31 December 2005 411,851 411,851 Net book values At 31 December 2005 411,851 411,851 The amounts for Development costs represent active exploration projects. These amounts will be written off to the Income Statement as exploration costs unless commercial reserves are established or the determination process is not completed and there is no indications of impairment. The outcome of ongoing exploration, and therefore whether the the carrying value of Development assets will be ultimately be recovered, is inherently uncertain. 8. Subsidiaries Details of the Company's Subsidiaries at 31 December 2005 are as follows: Country of Name of Subsidiary Proportion of registration or incorporation Proportion of Ownership Interest Voting power held Principal Activity Stimul-T Russian Federation 100% 100% Oil and Gas exploration NOTES ON AND FORMING PART OF THE FINANCIAL STATEMENTS for the period ended 31 December 2005 PetroNeft Resources plc Annual Report and Financial Accounts 2005 35 9. Other financial assets 12. Acquisition of subsidiary Trade and other receivables: 2005 Group US$ 2005 Company US$ Amounts owed by group undertakings Other debtors Prepayments and accrued income - 57,713 393,610 6,309,600 57,713 - 451,323 6,367,313 The directors consider that the carrying amount of trade and other receivables approximates their fair value. 10. Cash and Cash Equivalents Acquiree's Fair value Carrying amount Adjustment Fair value US$ US$ US$ Net Assets acquired: Property, plant and equipment 166,248 - 166,248 Development costs 5,464,104 113,205 5,577,309 Trade and other receivables 437,781 Bank and cash balances 150,995 Trade and other payables (6,332,333) - - - 437,781 150,995 (6,332,333) (113,205) 113,205 2005 Group US$ 2005 Company US$ Total consideration, satisfied by cash Net cash inflow arising on acquisition: Cash consideration paid Cash at Bank and in Hand 256,208 12,478 256,208 12,478 Cash and cash equivalents acquired 11. Trade and other payables 2005 Group US$ Trade creditors 17,758 Other taxes and social welfare costs 64,679 930,000 Directors' accounts 2,776 Other creditors 302,186 Accruals and deferred income 2005 Company US$ - - 800,000 - 302,186 1,317,399 1,102,186 13. Share capital - Group and Company Authorised 300,000,000 Ordinary shares of €0.01 each Allotted, called up and fully paid equity 90,098,478 Ordinary shares of €0.01 each - Nil - 150,995 150,995 2005 US$ 3,503,700 3,503,700 1,052,260 1,052,260 The Directors consider that the carrying amount of trade payables approximates their fair value. 14. Equity Reserves Trade creditors and accruals principally comprise amounts outstanding for trade purchases and ongoing costs. Share Profit premium and loss account account US$ US$ Total US$ Premium on issue of shares 4,861,880 Retained loss for the period - (260,414) - 4,861,880 (260,414) At 31 December 2005 4,861,880 (260,414) 4,601,466 The issue costs of the share placing of US$ 289,294 have been written off against the share premium account. 36 PetroNeft Resources plc Annual Report and Financial Accounts 2005 NOTES ON AND FORMING PART OF THE FINANCIAL STATEMENTS 15. Profit of holding company 19. Events after the Balance Sheet Date for the period ended 31 December 2005 As permitted by Section 3(2) of the Companies (Amendment) Act 1986 the parent company's profit and loss account has not been included in these financial statements. The parent company's loss after tax, including dividends receivable and before dividends payable, was US$ 220,238. 16. Reconciliation of movements in shareholders' funds 2005 Group US$ 2005 Company US$ Loss for the period (260,414) Net proceeds of equity share issue 5,914,140 (220,238) 5,914,140 Net addition to shareholders' funds 5,653,726 5,693,902 On 1 February 2006 the Company completed a private placement that raised US$8 million through the issue of 45, 046,606 new ordinary shares. The new ordinary shares were allotted and funds received in three tranches, and was completed by 30 June 2006, following which, the Company had 135,145,084 shares in issue. In addition, the Company issued warrants over ordinary shares to the value of US$1 million. In February 2006 Stimul-T entered into a contract with Nizhnevartovskservis ("the Contractor") for the drilling of 3 wells. The contract is a "Turnkey" contract under which the Contractor assumes substantially all liabilities in relation to the health and safety, environmental and other risks associated with the drilling operation. The total value of the contract is approximately US$9.25 million. 5,653,726 5,693,902 20. Gross Cash Flows 17. Capital commitments Details of capital commitments at the accounting date are as follows: Contracted for but not provided in the financial statements 2005 US$ Returns on investments and servicing of finance Interest paid Capital expenditure Payments to acquire intangible assets Payments to acquire tangible assets 2,000,000 Authorised by the directors but not yet contracted for - The above commitment relates to a contract entered into on 3 August 2005 for Seismic analysis due to be completed in early 2006. Financing Issue of ordinary share capital 18. Related party transactions 2005 US$ (2,840) (2,840) (6,093,657) (170,847) (6,264,504) 5,914,140 5,914,140 21. Going concern the financial statements are prepared under The assumption that the Group is a going concern on the basis that the Directors are satisfied that further funding, primarily through share placings, will be available to bring its projects to production. 22. Approval of financial statements The financial statements were approved by the board on 20 September 2006 Stimul-T Transactions between PetroNeft Resources plc and its subsidiary on consolidation and are not disclosed in this note. Details of transactions between the group and other related parties are disclosed below. have been eliminated Dennis Francis is a Director and significant shareholder of PetroNeft Resources plc. During the period, Dennis Francis advanced the group amounts totalling US$ 930,000. Interest of US$ 16,243 was paid on this amount. At the period ended 31 December 2005, PetroNeft Resources plc owed Dennis Francis an amount of US$ 930,000. In February 2006 Stimul-T entered into a contract with Nizhnevartovskservis ("the Contractor") for the drilling of 3 wells. The contract is a "Turnkey" contract under which the Contractor assumes substantially all liabilities in relation to the health and safety, environmental and other risks associated with drilling operation. The total value of the contract is approximately US$ 9.25 million. Vakha Alvievich Sobraliev, a Director and significant shareholder of PetroNeft Resources plc, is the principal of Nizhnevartovskservis. PetroNeft Resources plc Annual Report and Financial Accounts 2005 37 Notice of Annual General Meeting Notice is hereby given that the Annual General Meeting of Association of the Company. PetroNeft Resources plc will be held at the Herbert Park Hotel, 8. To reappoint LHM Casey McGrath, chartered Certified Ballsbridge, Dublin 4 at 11.00 am on Friday 10th November Accountants as Auditors and to authorise the Directors 2006, for the purposes of considering and, if thought fit, to fix the remuneration of the Auditors. passing, the following Resolutions of which Resolutions numbered 1,2,3,4,6,7 and 8 will be proposed as Ordinary Resolutions and SPECIAL BUSINESS Resolution numbered 9 will be proposed as a Special Resolution. 9. That the Directors be and are hereby empowered ORDINARY BUSINESS 1. To receive, consider and adopt the accounts for the year ended 31st December 2005 together with the Directors’ and Auditors’ reports thereon. 2. To re-elect Mr. Golder as a Director, who retires in accordance with Article 86 of the Articles of Association of the Company. 3. To re-elect Mr. Francis as a Director, who retires in accordance with Article 86 of the Articles of Association of the Company. 4. To re-elect Mr Sanders as a Director, who retires in accordance with Article 86 of the Articles of Association of the Company. 5. To re-elect Mr Burke as a Director, who retires in accordance with Article 86 of the Articles of Association of the Company. 6. To re-elect Mr Hickey as a Director, who retires in accordance with Article 86 of the Articles of Association of the Company. 7. To re-elect Mr Sobraliev as a Director, who retires in accordance with Article 86 of the Articles of pursuant to Sections 23 and 24 (1) of the Companies (Amendment) Act, 1983 to allot equity securities (within the meaning of the said Section 23) for cash pursuant to the authority conferred by Article 5(a) of the Articles of Association of the Company as if the said Section 23 does not apply to any such allotment provided that this power shall be limited to the allotment of equity securities; a) in connection with the exercise of any options or warrants to subscribe granted by the Company; b) (including, without limitation any shares purchased by the Company pursuant to the provisions of the 1990 Act and held as Treasury Shares) in connection with any offer of securities, open for a period fixed by the Directors, by way of rights, open offer or otherwise in favour of ordinary shareholders and/or any persons having a right to subscribe for or convert securities into ordinary shares in the capital of the Company (including, without limitation, any person entitled to options under any of the 38 PetroNeft Resources plc Annual Report and Financial Accounts 2005 Company’s share option schemes or any other person Agreement as if the power conferred hereby had not expired. entitled to participate in any of the Company’s profit sharing schemes for the time being) and subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to legal or David E. Sanders practical problems under the laws of, or the requirements Secretary of any recognised body or stock exchange in, any for and on behalf of the Board. C/O O’Donnell Sweeney One Earlsfort Centre Earlsfort Terrace Dublin 2 16th October 2006 territory; and c) up to an aggregate nominal value equal to the nominal value of 10% from time to time which authority shall expire on the earlier of the date of the next annual general meeting of the Company held after the date of passing of this Resolution and at the close of business on 10th February 2008 , save that the Company may before such expiry make an offer or agreement which would or might require equity securities to be allotted after such expiry and the Directors may allot equity securities in pursuance of such Offer or PetroNeft Resources plc Annual Report and Financial Accounts 2005 39 ANNUAL GENERAL MEETING 2006 - FORM OF PROXY Name Address Shareholder reference number I/we appoint the following person (proxy) to vote on my/our behalf at the Annual General Meeting of the Company to be held at 11.00 am on 10th November 2006 at Herbert Park Hotel, Ballsbridge, Dublin 4. (Please indicate your choice in one box only) The Chairman of the meeting o Please leave this box blank if you wish to select someone other than the Chairman. Or The following person: Insert ‘X’ in the space provided to indicate how you wish your vote be cast. For more details about each resolution please see the Notice of Annual General meeting on pages 38 and 39 of the Annual Report 2005 Resolution For Against 1. To receive, consider and adopt the o o accounts for the year ended 31st December 2005 together with the Directors’ and Auditors’ reports thereon. 2. To re-elect Mr. Golder as a Director 3. To re-elect Mr. Francis as a Director 4. To re-elect Mr. Sanders as a Director 5. To re-elect Mr. Burke as a Director 6. To re-elect Mr. Hickey as a Director 7. To re-elect Mr. Sobraliev as a Director 8. To reappoint LHM Casey McGrath, as Auditors and to authorise the Directors to fix the remuneration of the Auditors. 9. By way of Special Resolution, to authorise the directors to allot equity securities pursuant to Sections 23 and 24 (!) of the Companies (Amendment) Act, 1983. o o o o o o o o o o o o o o o o Please leave this box blank if you have selected the Chairman. Do not insert your own name(s). Signature To attend and vote on my/our behalf at the annual general meeting of Petroneft Resources plc to be held at 11.00 am on 10th November 2006 at Herbert Park Hotel, Ballsbridge, Dublin 4 and at any adjournment of the meeting. I/we would like my/our proxy to vote on the resolutions proposed at the meeting as indicated on this form. Unless otherwise instructed, the proxy may vote as he or she sees fit or abstain in relation to any business of the meeting. Date Any one joint Shareholder may sign Please Return this form and post in the Business Envelope provided. Notes 1. A member entitled to attend and vote is entitled to appoint a proxy (who need not be a member of the Company) to attend, speak and vote instead of him. 2. Forms of proxy, to be valid must be lodged with the Company’s Registrars, Computershare Investor Services (Ireland) Limited, Heron House, Corrig Road, Sandyford Industrial estate, Dublin 18, no later than 48 hours before the time appointed for the meeting. If the appointer is a corporation, this Form of Proxy must be under its common seal or under the hand of an officer or attorney duly authorised. In the case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the vote of the other registered holder(s) and for this purpose, seniority shall be determined by the order in which names stand in the register of members. 3. Completion and return of the Form of Proxy will not preclude ordinary shareholders from attending and voting at the meeting should they wish to do so. 4. Pursuant to Regulation 14 of the Companies Act 1990 (Uncertificated Securities) Regulations 1996, only those shareholders on the Register of Shareholders at 11.00 am 08th November 2006 shall be entitled to attend and vote at the meeting in respect of the number of shares registered in their names at that time. If the meeting is adjourned by more than 48 hours, then to be so entitled, shareholders must be entered on the Company’s Register of Shareholders at the time which is 48 hours before the time appointed for holding the adjourned meeting or, if the Company gives notice of the adjourned meeting, at the time specified in that notice. This form, which is personalised, may only be used in respect of the shareholder of whom details are shown above. Any alteration to such details, or attempt to use the form in respect of any other shareholder, may render the Form invalid. 5. Please retain this section of the form to gain admittance to the meeting A D M I S S I O N C A R D PetroNeft Resources plc Annual General Meeting 11.00 am on Friday 10th November 2006 Shareholder’s Signature-------------------------------------------------------------------------------------------------------------------------------------- Signature of Proxy -------------------------------------------------------------------------------------------------------------------------------------------------------- Location of the Annual General Meeting: Herbert Park Hotel, Ballsbridge, Dublin 4 " 40 PetroNeft Resources plc Annual Report and Financial Accounts 2005
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