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PetroNor E&P ASA

Quarterly Report Feb 29, 2016

3710_rns_2016-02-29_760db991-d57a-4c97-87b9-235c83b572fd.html

Quarterly Report

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UNAUDITED FINANCIAL REPORT FOR THE QUARTER ENDED 31 DECEMBER 2015

UNAUDITED FINANCIAL REPORT FOR THE QUARTER ENDED 31 DECEMBER 2015

Please find enclosed African Petroleum Corporation

Limited's (the "Company" or "African Petroleum")

unaudited financial report for the quarter ended 31

December 2015.

HIGHLIGHTS

- On 21 December 2015 the Company announced that it

had entered into a new Production Sharing Contract

("PSC") with Ophir Energy plc covering the Company's

CI-513 licence area in Côte d'Ivoire. Ophir Energy

will make a contribution of US$16.9 million towards

African Petroleum's back costs in relation to the

block and holds a 45% operated interest in the PSC.

African Petroleum holds a 45% interest and Petroci

(the National Oil Company of Côte d'Ivoire) holds a

10% carried interest in the PSC. The transaction

represents a significant achievement of a key

corporate milestone by the Company, particularly in

light of the persistently challenging environment in

the oil sector.

- Mr Jens Pace and Mr Stephen West were appointed to

the Board of the Company as Executive Directors, and

Mr Mark Ashurst, Mr Gibril Bangura and Mr Jeffrey

Couch resigned from the Board as Non-Executive

Directors.

- In October 2015 the Company completed a private

placement to certain existing and new investors

raising approximately US$2 million through the issue

of 9,691,937 new fully paid ordinary shares at a

subscription price of NOK 1.70 per share.

- Advanced farm-out discussions are progressing with

numerous interested parties across the Company's

assets, including The Gambia and Senegal. Recent

exploration success by third party operators in the

area has led to a significant increase in the level of

interest in these assets.

- On 2 December 2015 the Company announced that its

wholly owned subsidiary, European Hydrocarbons Limited

("EHL"), had entered into the First Extension Period

on the SL-03 licence, offshore Sierra Leone, with a

modified work programme, minimum expenditure

requirement and social obligations in favour of EHL.

- In accordance a the special resolution passed at the

Company's General Meeting held on 21 December 2015,

the Company's shares were voluntarily suspended from

quotation on the National Stock Exchange of Australia

("NSX"), prior to being removed from the CHESS sub-

register on 31 December 2015 and being formally de-

listed from the NSX before open of trading on 4

January 2016.

- Significant cost savings have been maintained during

the quarter through a reduced staff headcount,

reduction in salaries of remaining staff of 20-45%,

streamlining of the Board, reducing directors' fees

and by de-listing the Company's shares from the NSX.

- Approximately US$0.6 million cash at bank as at 31

December 2015, together with US$12.6 million

restricted cash.

- On 26 October 2015 the Company consolidated the

issued capital of the Company on the basis of one

share for every ten shares held, reducing the shares

on issue from 1,066,113,157 shares to 106,611,316

shares.

- During the quarter the Company changed its

accounting policy for exploration and evaluation

expenditure from the full cost method to the

successful efforts method.

COMPANY BACKGROUND

African Petroleum, listed on the Oslo Axess (APCL) and

the Open Market of the Frankfurt Stock Exchange

(A1C1G9), is an independent oil and gas exploration

company led by an experienced Board and management

team. The Company is a significant net acreage holder

in West Africa with estimated net unrisked mean

prospective oil resources in excess of 12.5 billion

barrels.

African Petroleum operates 10 licences in five

countries offshore West Africa (Côte d'Ivoire,

Liberia, Senegal, The Gambia and Sierra Leone). The

Company's assets are located in proven hydrocarbon

basins, where several discoveries have been made in

recent years, including significant discoveries by

Total in Côte d'Ivoire, Cairn Energy in Senegal and by

Kosmos Energy in Mauritania and Senegal.

The Company has acquired more than 18,500km2 of 3D

seismic data and drilled three exploration wells, one

of which was an oil discovery at Narina-1 in Liberia.

African Petroleum is the largest net acreage holder in

the West African Transform Margin, alongside industry

majors such as Anadarko Petroleum, Chevron

Corporation, ExxonMobil and Total.

CEO STATEMENT

"The transaction with Ophir Energy in Cote d'Ivoire

announced in December 2015 represents an important

milestone for the Company as it demonstrates we can

deliver on our business model of building partnerships

to explore attractive assets within our portfolio. We

continue to engage in a positive dialogue with other

potential industry partners, and some of these

discussions are in the advanced stages of commercial

negotiations. Clearly the market conditions for the

industry remain challenging; however, we firmly

believe that the quality of our acreage, and the

reduction in costs of exploration services currently

represents a world class opportunity for explorers

seeking a position in the West African Margin and as

such we are confident that we will complete more

transactions in the near future."

OPERATIONAL & CORPORATE UPDATE

FARM OUT PROCESS

African Petroleum continues to seek strategic partners

on its ten licences in Côte d'Ivoire, Liberia,

Senegal, The Gambia and Sierra Leone in order to share

risk and the potential reward of the Company's

exploration programme, and to fund a high impact

exploration drilling campaign. After successfully

bringing Ophir Energy plc as a partner on the

Company's CI-513 licence in Côte d'Ivoire, the

Company's focus is to farm out the Company's assets in

The Gambia and Senegal as ongoing discussions mature

with key potential partners. The quality of the

Company's acreage, coupled with the high level of

equity interest held in all of the licences, provides

management with confidence that agreements will be

concluded in due course.

Côte d'Ivoire

On 21 December 2015 the Company announced that it had

entered into a new Production Sharing Contract ("PSC")

with Ophir Energy plc covering the Company's CI-513

licence area in Côte d'Ivoire.

In accordance with the terms of the new PSC, Ophir

Energy holds a 45% interest and is Operator, African

Petroleum holds a 45% interest and Petroci (the

National Oil Company of Côte d'Ivoire) holds a 10%

carried interest. The new PSC incorporates adjustments

to fiscal terms and holding costs agreed with the

Government of Côte d'Ivoire that reflect the current

commodity price environment and outlook for

development of the deepwater prospects identified

through interpretation of the Company's 3D seismic.

The agreement has resulted in an extension to the

previous minimum work commitments on the block and now

requires that an exploration well be drilled within

two years of the signing of the new PSC.

On 29 June 2015 African Petroleum announced that it

had signed a binding joint bidding agreement ("JBA")

with a London listed oil and gas company to provide a

framework for the incoming party to secure a 45%

operated interest in a PSC covering the Company's CI-

513 licence area in Côte d'Ivoire. In accordance with

the terms of the JBA, Ophir Energy will make a

contribution of US$16.9 million towards African

Petroleum's historical investment in 3D seismic and

the transaction costs. In addition, Ophir Energy will

contribute an additional 10% (over and above their

participating interest share) towards the drilling of

the first exploration well to be drilled on the block.

The new PSC has been signed by African Petroleum,

Ophir Energy, Petroci, and two out of three of the

relevant government Ministries. The Company expects

the final Ministry signature to be imminent.

The Gambia & Senegal

The Company is in advanced farm-out discussions with

several interested parties across the Company's Gambia

and Senegal assets. This part of the Atlantic Margin

has become highly active with the recent exploration

success of third party operators, namely Cairn Energy

in Senegal and Kosmos in Mauritania and Senegal. A

significant level of activity in the region is ongoing

as Cairn and its partners commenced a multi-well

exploration and appraisal drilling programme across

their Senegal acreage in December 2015, with the first

appraisal well SNE-2 being announced a success in

January 2016. In addition, Kosmos extended their

Mauritania drilling campaign further south and

commenced drilling in Senegal in December 2015 to

follow-up their significant Tortue gas discovery with

exploration and appraisal drilling, and announced the

Guembeul-1 exploration well made a significant gas

discovery in January 2016.

African Petroleum's data room schedule remains active

with a high calibre of industry companies continuing

to view the data. A number of these parties have

confirmed their interest in pursuing a transaction and

have initiated detailed due diligence. The Company

seeks to attract binding offers as soon as possible.

Further announcements on progress will be made in due

course.

SIERRA LEONE LICENCE SL-03 - ENTRY INTO FIRST

EXTENSION PERIOD

On 2 December 2015 the Company announced that it's

wholly owned subsidiary European Hydrocarbons Limited

("EHL") had entered into the First Extension Period on

the SL-03 licence, offshore Sierra Leone. The expiry

date of the First Extension Period is 23 April 2017.

The initial exploration period on the SL-03 licence

expired on 23 April 2015 with EHL fulfilling all

obligations, including the acquisition of 2,500 km2 3D

seismic. In April 2015 EHL gave notice to the Sierra

Leone Petroleum Directorate of its intention to enter

into the First Extension Period on the SL-03 licence

and this has recently been approved. In accordance

with the requirements of the petroleum licence

agreement, EHL has relinquished 50% of the SL-03

licence area, reducing the licence area from 3,860 km2

to 1,930 km2.

Contemporaneously with the approval of the entry into

the First Extension Period, the Petroleum Directorate

agreed to modify the work programme, minimum

expenditure requirements and social obligations

("Licence Amendments") in favour of EHL during the

First Extension Period on the licence. The Licence

Amendments are subject to ratification by the

Parliament of Sierra Leone.

Detailed mapping of 3D seismic has identified a number

of prospects. The Altair Channel is the most easterly

of these and exhibits a high amplitude seismic

expression within a stratigraphic trap. Independently

assessed by ERC Equipoise, the estimated net unrisked

mean prospective oil resources attributable to the

Altair prospect is 434MMstb. The forward programme

provides an opportunity to analyse the seismic data

fully prior to making a commitment to drill an

exploration well.

BOARD RE-STRUCTURE

Subsequent to quarter end, on 18 November 2015 it was

announced that Mr Jens Pace and Mr Stephen West were

appointed to the Board of the Company as Executive

Directors, and that Mr Mark Ashurst had resigned from

the Board as a Non-Executive Director. In addition,

on 30 November 2015 it was announced that Mr Gibril

Bangura and Mr Jeffrey Couch had resigned from the

Board as Non-Executive Directors.

African Petroleum will continue its activities with a

highly experienced Board of Directors, which is now

more streamlined to reflect the size of the Company

and the current challenging market conditions.

CONSOLIDATION OF CAPITAL

On 21 October 2015 the Company held a General Meeting

of shareholders to consider, and if thought fit, pass

a resolution to consolidate the issued capital of the

Company on the basis that:

a) every ten (10) shares be consolidated into one

(1) share; and

b) every ten (10) options be consolidated into

one (1) option and the exercise price of each option

be amended in inverse proportion to this ratio.

The resolution was passed at the General Meeting on a

show of hands and the capital consolidation was

subsequently implemented, reducing the shares on issue

from 1,066,113,157 shares to 106,611,316 shares.

NSX DE-LISTING

On 22 September 2015, the Company announced that it

had elected to voluntarily de-list from the National

Stock of Exchange of Australia ("NSX"). The decision

to delist from the NSX was principally as a result of

limited trading liquidity on the exchange compared

with the Oslo Axess exchange, where African Petroleum

has had its primary listing since May 2014.

In accordance with the special resolution passed at

the Company's General Meeting held on 21 December

2015, the Company's shares were voluntarily suspended

from quotation on the National Stock Exchange of

Australia ("NSX"), prior to being removed from the

CHESS sub-register on 31 December 2015 and being

formally de-listed from the NSX before open of trading

on 4 January 2016.

COST-CUTTING INITIATIVE

During the quarter, in line with current industry

practice the Company has remained focused on

maintaining reduced overhead costs across the

business. Significant cost savings have recently been

implemented by reducing staff headcount, reducing

salaries of remaining staff by 20-45%, streamlining

the Board, reducing directors' fees and by voluntarily

de-listing the Company's shares from the NSX. The

Company continues to act prudently in light of current

challenging market conditions.

PRIVATE PLACEMENT

In October 2015 African Petroleum completed a private

placement to certain existing and new investors

raising NOK 16,476,293 (approximately US$2 million)

through the issue of 9,691,937 new fully paid ordinary

shares at a price of NOK 1.70 per share. The proceeds

from the private placement will be used to strengthen

the Company's balance sheet and liquidity position, to

fund the Company's ongoing working capital and for

general corporate purposes.

CHANGE IN ACCOUNTING POLICY - EXPLORATION AND

EVALUATION EXPENDITURE

During the quarter the Company changed its accounting

policy for exploration and evaluation expenditure from

the full cost method to the successful efforts method.

This is further described in Note 3 to the Interim

Financial Report.

LICENCE INFORMATION

Côte d'Ivoire: Blocks CI-509 & CI-513

In Côte d'Ivoire, African Petroleum holds:

i) 90% working interest in offshore licence CI-

509, with the remaining 10% held by Petroci, the

National Oil Company of Côte d'Ivoire. The Company was

awarded CI-509 in March 2012; and

ii) Subject to receipt of the final signature by

the Côte d'Ivoire government on the new PSC, a 45% non-

operated interest in offshore licence CI-513, with a

45% operated interest held by Ophir Energy plc and the

remaining 10% held by Petroci.

The two licence interests (referred to as the "Côte

d'Ivoire Licences") have a combined net acreage of

2,283km2.

Independent petroleum consultant ERC Equipoise

prepared an assessment of prospective oil resources

attributable to the Company's Côte d'Ivoire Licences

and estimates the net unrisked mean prospective oil

resources at 2,130MMStb.

Senegal: Rufisque Offshore Profond & Senegal Offshore

Sud Profond

In Senegal, African Petroleum Senegal Limited holds a

90% operated working interest in exploration blocks

Rufisque Offshore Profond ("ROP") and Senegal Offshore

Sud Profond ("SOSP") (together the "Senegal

Licences"). The National Oil Company Petrosen, holds

the remaining 10% equity. The Company's Senegal

Licences are located offshore southern and central

Senegal, with a net acreage of 14,216km2.

Independent petroleum consultant ERC Equipoise

prepared an assessment of prospective oil resources

attributable to the Company's Senegal Licences and

estimates the net unrisked mean prospective oil

resources at 1,779MMStb.

The Gambia: Blocks A1 & A4

African Petroleum holds a 100% operated working

interest in offshore licences A1 and A4 (the "Gambian

Licences"), with a combined net acreage of 2,672km2.

The Company has completed a 3D seismic survey with

data covering 2,500km2 and has found a number of

analogous leads and prospects in its acreage to that

of the recent SNE-1, SNE-2 and FAN-1 discoveries made

by Cairn Energy in Senegal.

Independent petroleum consultant ERC Equipoise

prepared an assessment of prospective oil resources

attributable to the Company's Gambian Licences and

estimates the net unrisked mean prospective oil

resources at 3,079MMStb.

Liberia: Blocks LB-08 & LB-09

African Petroleum, through its wholly owned subsidiary

European Hydrocarbons Limited, is both operator and

holder of a 100% working interest in production

sharing contracts LB-08 and LB-09 (the "Liberian

Licences"), which have a combined net acreage of

5,350km2. The Company has completed an extensive work

programme on its Liberian Licences with 5,100km2 of 3D

seismic acquired, three wells successfully drilled,

including the discovery at Narina-1, and identified

key prospects.

Independent petroleum consultant ERC Equipoise

prepared an assessment of prospective oil resources

attributable to the Company's Liberian Licences and

estimates the net unrisked mean prospective oil

resources at 4,192MMStb.

Sierra Leone: Blocks SL-03 & SL-4A-10

In Sierra Leone, the Company holds a 100% operated

working interest in offshore licences SL-03 and SL-4A-

10 (the "Sierra Leone Licences"). African Petroleum

was awarded a 100% interest in SL-03 in April 2010,

while licence SL-4A-10 was awarded as part of Sierra

Leone's third offshore licencing round in 2012. The

Company's Sierra Leone Licences cover a combined net

acreage of 3,925km2 and are located to the south of

Freetown, offshore Sierra Leone.

Independent petroleum consultant ERC Equipoise

prepared an assessment of prospective oil resources

attributable to the Company's Sierra Leone Licences

and estimates the net unrisked mean prospective oil

resources at 1,354MMStb.

HEALTH, SAFETY, ENVIRONMENT AND SECURITY

As an operator of offshore concessions, it is the duty

of African Petroleum to provide a safe working

environment and minimize any adverse impact on the

environment. Health, safety, environment and security

policies are embedded throughout all of the Company's

core operations. In this regard, we strive for

continuous improvement as lessons learnt from past

operations are incorporated into business practices

going forward.

PRINCIPAL RISKS AND UNCERTAINTIES

As an exploration company in the oil and gas industry,

the Company operates in an inherently risky sector.

Oil and gas prices are subject to volatile price

changes from a variety of factors, including

international economic and political trends,

expectation of inflation, global and regional demand,

currency exchange fluctuations, interest rates and

global or regional consumption patterns. These

factors are beyond control of the Company and may

affect the marketability of oil and gas discovered.

In addition, the Company is subject to a number of

risk factors inherent in the oil and gas upstream

industry, including operational and technical risks,

reserve and resource estimates, risks of operating in

a foreign country (including economic, political,

social and environmental risks) and available

resources. We recognise these risks and manage our

operations in order to minimise our exposure.

OUTLOOK

Having recently concluded the CI-513 transaction in

Côte d'Ivoire with Ophir Energy plc, the Company is

now focussed on farming out the Company's assets in

The Gambia and Senegal in order to align funding

opportunities for the upcoming drilling commitments in

areas with nearby significant discoveries. The

Company remains confident that it has an asset base

that is attractive to the industry and, despite the

sector backdrop of a low oil price environment, will

be in a position to announce further agreements during

H1 2016 and work towards recommencing our high impact

exploration drilling campaign.

STATEMENT OF RESPONSIBILITY

We confirm that, to the best of our knowledge, the

condensed set of financial statements for the fourth

quarter of 2015, which has been prepared in accordance

with IAS34 Interim Financial Statements, provides a

true and fair view of the Company's consolidated

assets, liabilities, financial position and results of

operations, and that the management report includes a

fair review of the information required under the

Norwegian Securities Trading Act section 5-6 fourth

paragraph.

For further information, please contact:

Jens Pace, Chief Executive Officer

Stephen West, Chief Financial Officer

Tel: +44 20 3761 6900

Angeline Hicks, Company Secretary

Tel: + 61 401 489 883

Media Contacts:

For UK and International media - Buchanan

Ben Romney/Helen Chan

Tel: +44 207 466 5000

For Norwegian media - First House

Geir Arne Drangeid

Tel: +47 913 10 458

This information is subject to disclosure requirements

pursuant to section 5-12 of the Norwegian Securities

Trading Act.

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