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TOWER RESOURCES PLC — Interim / Quarterly Report 2017
Aug 10, 2017
7980_rns_2017-08-10_51cd9604-7ba6-446d-9a78-1accb52cb758.pdf
Interim / Quarterly Report
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Wentworth Resources Limited Condensed Consolidated Interim Financial Statements
For the three and six months ended June 30, 2017 and 2016 Unaudited
Unaudited Condensed Consolidated Interim Statements of Financial Position
United States \$000s, unless otherwise stated
| Note | June 30, 2017 |
December 31, 2016 |
|
|---|---|---|---|
| ASSETS | |||
| Current assets | |||
| Cash and cash equivalents | 3,833 | 979 | |
| Trade and other receivables | 9,624 | 6,699 | |
| Prepayments and deposits | 175 | 187 | |
| Current portion of long-term receivables | 4 | 11,454 | 12,283 |
| 25,086 | 20,148 | ||
| Non-current assets | |||
| Long-term receivables | 4 | 14,608 | 18,034 |
| Exploration and evaluation assets | 5 | 46,455 | 45,538 |
| Property, plant and equipment | 6 | 92,196 | 93,366 |
| Deferred tax asset | 31,372 | 31,145 | |
| 184,631 | 188,083 | ||
| Total assets | 209,717 | 208,231 | |
| LIABILITIES | |||
| Current liabilities | |||
| Overdraft credit facility | 7 | 558 | - |
| Trade and other payables | 8,234 | 8,675 | |
| Current portion of long-term loans | 8 | 5,924 | 5,258 |
| Current portion of other liability | 1,290 | 1,260 | |
| 16,006 | 15,193 | ||
| Non-current liabilities | |||
| Long-term loans | 8 | 12,528 | 15,254 |
| Other liability | 1,030 | 1,100 | |
| Decommissioning provision | 819 | 773 | |
| 14,377 | 17,127 | ||
| EQUITY | |||
| Share capital | 416,426 | 411,493 | |
| Equity reserve | 26,420 | 26,275 | |
| Accumulated deficit | (263,512) | (261,857) | |
| 179,334 | 175,911 | ||
| Total liabilities and equity | 209,717 | 208,231 |
The accompanying notes are an integral part of these unaudited condensed consolidated interim financial statements
Approved by the Board of Directors and Management
| Robert P. McBean | John W.S. Bentley | Cameron Barton |
|---|---|---|
| Chairman of the Board | Deputy Chairman | Non-Executive Director |
Neil Kelly Geoff Bury Lance Mierendorf Non-Executive Director Managing Director Chief Financial Officer
WENTWORTH RESOURCES LIMITED Unaudited Condensed Consolidated Interim Statements of Loss and Comprehensive Loss
United States \$000s, unless otherwise stated
| Three months ended | June 30, | Six months ended | June 30, | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Note | 2017 | 2016 | 2017 | 2016 | |||||||
| Total revenue | 2,152 | 3,430 | 5,096 | 6,636 | |||||||
| Operating expenses | |||||||||||
| Production and operating | (903) | (773) | (1,813) | (1,670) | |||||||
| General and administrative | (1,084) | (1,556) | (2,014) | (3,068) | |||||||
| Depreciation and depletion | 6 | (654) | (1,189) | (1,548) | (2,303) | ||||||
| Share based compensation | 10 | (37) | (136) | (145) | (364) | ||||||
| Loss from operations |
(526) | (224) | (424) | (769) | |||||||
| Finance income | 9 | 370 | 1,072 | 991 | 2,339 | ||||||
| Finance costs | 9 | (597) | (1,062) | (2,449) | (2,270) | ||||||
| Loss before tax |
(753) | (214) | (1,882) | (700) | |||||||
| Deferred tax (expense)/recovery | (493) | 40 | 227 | (379) | |||||||
| Net loss and comprehensive loss | (1,246) | (174) | (1,655) | (1,079) | |||||||
| Net loss per ordinary share Basic and diluted (US\$/share) |
12 | (0.01) | - | (0.01) | (0.01) |
The accompanying notes are an integral part of these unaudited condensed consolidated interim financial statements
Unaudited Condensed Consolidated Interim Statements of Changes in Equity
United States \$000s, unless otherwise stated
| Note | Number of shares |
Share capital \$ |
Equity reserve \$ |
Accumulated deficit \$ |
Total equity \$ |
|
|---|---|---|---|---|---|---|
| Balance at December 31, 2015 Net loss and comprehensive loss Share based compensation Balance at June 30, 2016 |
10 | 169,534,969 - - 169,534,969 |
411,493 - - 411,493 |
25,683 - 364 26,047 |
(256,765) (1,079) - (257,844) |
180,411 (1,079) 364 179,696 |
| Balance at December 31, 2016 Net loss and comprehensive loss Share based compensation Issue of share capital Share issue costs, net of tax Balance at June 30, 2017 |
10 11 11 |
169,534,969 - - 16,953,496 - 186,488,465 |
411,493 - - 5,527 (594) 416,426 |
26,275 - 145 - - 26,420 |
(261,857) (1,655) - - - (263,512) |
175,911 (1,655) 145 5,527 (594) 179,334 |
The accompanying notes are an integral part of these unaudited condensed consolidated interim financial statements
Unaudited Condensed Consolidated Statements of Cash Flows
United States \$000s unless otherwise stated
| Three months ended | June 30 | Six months ended June 30, |
|||
|---|---|---|---|---|---|
| Note | 2017 | 2016 | 2017 | 2016 | |
| Operating activities | |||||
| Net loss for the period | (1,246) | (174) | (1,655) | (1,079) | |
| Adjustments for: | |||||
| Depreciation and depletion | 6 | 654 | 1,189 | 1,548 | 2,303 |
| Finance costs/(income), net | 9 | 227 | (10) | 1,458 | (69) |
| Deferred tax expense/(recovery) | 493 | (40) | (227) | 379 | |
| Share based compensation | 10 | 37 | 136 | 145 | 364 |
| Change in non-cash working capital | 13 | (827) | (88) | (1,851) | (1,027) |
| Net cash (utilized in)/generated from operating |
|||||
| activities | (662) | 1,013 | (582) | 871 | |
| Investing activities | |||||
| Additions to evaluation and exploration assets |
13 | (506) | - | (950) | - |
| Additions to property, plant and equipment |
13 | (174) | (9) | (391) | (9) |
| Reductions of long-term receivable |
1,411 | 2,699 | 2,400 | 5,295 | |
| Net cash from investing activities | 731 | 2,690 | 1,059 | 5,286 | |
| Financing activities | 11 | ||||
| Issue of share capital, net of issue costs | 8 | 4,933 | - | 4,933 | - |
| Principal payments Debt restructuring fee |
8 | (2,000) - |
(1,000) - |
(2,014) (83) |
(1,000) - |
| Draw on overdraft credit facility | 7 | 558 | - | 558 | - |
| Interest paid | 8 | (182) | (251) | (966) | (1,024) |
| Payment of other liability | - | (221) | (51) | (594) | |
| Net cash from/ (used in) financing activities |
3,309 | (1,472) | 2,377 | (2,618) | |
| Net change in cash and cash equivalents | 3,378 | 2,231 | 2,854 | 3,539 | |
| Cash and cash equivalents, beginning of the period | 455 | 4,054 | 979 | 2,746 | |
| Cash and cash equivalents, end of the period | 3,833 | 6,285 | 3,833 | 6,285 |
The accompanying notes are an integral part of these unaudited condensed consolidated interim financial statements
Notes to the Unaudited Condensed Consolidated Interim Financial Statements
United States \$000s unless otherwise stated
1. Nature of business
Wentworth Resources Limited ("Wentworth" or the "Company") is an East Africa-focused upstream oil and natural gas company. These unaudited condensed consolidated interim financial statements include the accounts of the Company and its subsidiaries (collectively referred to as "Wentworth Group of Companies" or the "Group"). The Company is actively involved in oil and gas exploration, development and production operations. Wentworth is incorporated in Canada and shares of the Company are widely held and listed on the Oslo Stock Exchange (ticker: WRL) and the AIM of the London Stock Exchange (ticker: WRL). The Company's principal place of business is located at 3210, 715 - 5 avenue SW in Calgary, Canada. The Company maintains offices in Dar es Salaam, Tanzania and Maputo, Mozambique.
2. Basis of presentation and credit risk
Basis of presentation and statement of compliance
These unaudited condensed consolidated interim financial statements have been prepared by management in accordance with International Accounting Standard 34, "Interim Financial Reporting". The preparation of interim financial statements requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expenses. Actual results may differ from these estimates.
In preparing these unaudited condensed consolidated interim financial statements, the significant judgements made by management in applying the Group's accounting policies and the key sources of estimation uncertainty were the same as those applied to the consolidated financial statements as at and for the year ended December 31, 2016. These unaudited condensed consolidated interim financial statements have been prepared following the same accounting policies as the annual audited consolidated financial statements for the year ended December 31, 2016 and should be read in conjunction with the annual audited consolidated financial statements and the notes thereto. These unaudited condensed consolidated interim financial statements were approved by the Board of Directors on August 9, 2017 and have been reviewed by the Company's auditors. The disclosures provided below are incremental to those included in the 2016 annual consolidated financial statements.
Credit risk
The Company's ongoing exposure to receivables from Tanzania Electricity Supply Company Limited ("TANESCO"), the state power company, relates to the gas sales from the Mnazi Bay Concession to an 18 megawatt gas-fired power plant (Mtwara plant") located in Mtwara, Tanzania. At June 30, 2017, the Mnazi Bay Concession partners were owed eleven months of invoices for gas sales made to TANESCO, with \$1,900 representing sales revenue of \$1,040 and Company's share of TPDC sales revenue to recover long-term receivable of \$860 (December 31, 2016 - \$2,159 representing sales revenue of \$1,179 and Company's share of TPDC sales revenue to recover long-term receivable of \$980). Three months invoices totalling \$510, were received subsequent to quarter end. Subject to the 2012 sale of the Mtwara plant to TANESCO, timing of payment of invoices by TANESCO for gas sales has been unpredictable. Although payments of invoices range from when invoices are due to up to sixteen months after the payment due date, management believes a provision for doubtful accounts is not required as Tanesco has, on average, been settling invoices between eleven and twelve months. The Company continues to be engaged in ongoing discussions with TANESCO to accelerate payment of amounts past due.
The Company sells natural gas to Tanzania Petroleum Development Company ("TPDC"), the operator of the transnational gas pipeline in Tanzania under a long-term gas sales agreement. Credit risk relating to sales to TPDC is substantially mitigated through a two-part payment guarantee structure which involves i) a funded prepayment amount of approximately four to five months of gas deliveries at current sales volumes which has been received and is held by the operator of the Mnazi Bay Concession and ii) once formally established, a replenish able letter of credit. At June 30, 2017, five months gas sales invoices totalling \$7,589 representing sales revenue of \$4,153 and Company's share of TPDC sales revenue to recover long-term receivable of \$3,436 were outstanding. One-month invoice totalling \$901 net to Wentworth was paid subsequent to quarter end.
United States \$000s unless otherwise stated
2. Summary of accounting policies (continued)
Future accounting pronouncements
At the date of these financial statements the standards and interpretations listed below were issued but not yet effective. The adoption of these standards may result in future changes to existing accounting policies and disclosures. The Company is currently evaluating the impact that these standards will have on results of operations and financial position.
IFRS 15 - Revenue from Contracts with Customers, which replaces IAS 18 "Revenue," IAS 11 "Construction Contracts," and related interpretations, was issued in May 2014 with effective date January 1, 2018. The standard establishes a new five-step model that will apply to revenue arising from contracts with customers. Under IFRS 15, revenue is recognized at an amount that reflects the consideration to which an entity expects to be entitled in exchange for transferring goods or services to a customer. An entity recognizes revenue when a performance obligation is satisfied, i.e. when control over the goods or services underlying the particular performance obligation is transferred to the customer.
The Company has commenced the process of reviewing sales contracts with its two customers (TPDC and TANESCO) to determine the extent of the impact, if any, that this standard will have on the consolidated financial statements. The evaluation will be completed during 2017.
IFRS 16 - Leases, which replaces IAS 17 Leases, was issued in January 2016 with effective date January 1, 2019. IFRS 16 requires lessees to recognize most leases on the statement of financial position. The standard provides using a single recognition and measurement model for leases with required recognition of assets and liabilities for most leases. Certain short-term leases (less than 12 months) and leases of low-value assets are exempt from the requirements and may continue to be treated as operating leases.
The evaluation of the impact for Wentworth has not been completed at this stage.
IFRS 9 – Financial Instruments, which includes new requirements for the classification and measurement of financial assets, was issued in July 2014 with an effective date of January 21, 2018 and amends the impairment model and outlines a new general hedge accounting standard. The Company is evaluating the impact of this standard on the consolidated financial statements.
Notes to the Unaudited Condensed Consolidated Interim Financial Statements
United States \$000s unless otherwise stated
3. Segment information
Net loss for the three months ended June 30, 2017
| Tanzania Operations |
Mozambique Operations |
Corporate | Consolidated | |
|---|---|---|---|---|
| Natural gas sales | 2,152 | - | - | 2,152 |
| Production and operating | (903) | - | - | (903) |
| General and administrative | (477) | (2) | (605) | (1,084) |
| Depreciation and depletion | (651) | - | (3) | (654) |
| Other | (51) | - | (213) | (264) |
| Total segment income/(expenses) | 70 | (2) | (821) | (753) |
| Deferred tax expense | (493) | - | - | (493) |
| Net loss |
(423) | (2) | (821) | (1,246) |
Capital additions for the three months ended June 30, 2017
| Net additions to exploration and | - | 460 | - | 460 |
|---|---|---|---|---|
| evaluation assets Net additions to property, plant and equipment |
154 | - | - | 154 |
Net income/(loss) for the six months ended June 30, 2017
| Natural gas sales | 5,096 | - | - | 5,096 |
|---|---|---|---|---|
| Production and operating | (1,813) | - | - | (1,813) |
| General and administrative | (920) | (8) | (1,086) | (2,014) |
| Depreciation and depletion | (1,544) | - | (4) | (1,548) |
| Other | (1,362) | - | (241) | (1,603) |
| Total segment expenses | (543) | (8) | (1,331) | (1,882) |
| Deferred tax expense | 227 | - | - | 227 |
| Net loss |
(316) | (8) | (1,331) | (1,655) |
| Selected balances at June 30, 2017 | ||||
| Current assets | 21,261 | 221 | 3,604 | 25,086 |
| Long-term receivables | 14,608 | - | - | 14,608 |
| Exploration and evaluation assets | 8,128 | 38,327 | - | 46,455 |
| Property, plant and equipment assets | 92,182 | - | 14 | 92,196 |
| Deferred tax asset | 31,372 | - | - | 31,372 |
| Current liabilities | 15,562 | 179 | 265 | 16,006 |
| Non-current liabilities | 14,377 | - | - | 14,377 |
Notes to the Unaudited Condensed Consolidated Interim Financial Statements
United States \$000s unless otherwise stated
3. Segment information (continued)
Capital additions for the six months ended June 30, 2017
| Tanzania Operations |
Mozambique Operations |
Corporate | Consolidated | |
|---|---|---|---|---|
| Additions to exploration and evaluation assets |
- | 917 | - | 917 |
| Additions to property, plant and equipment assets |
378 | - | - | 378 |
Net income/(loss) for the three months ended June 30, 2016
| Natural gas sales | 3,430 | - | - | 3,430 |
|---|---|---|---|---|
| Production and operating | (773) | - | - | (773) |
| General and administrative | (721) | (229) | (606) | (1,556) |
| Depreciation and depletion | (1,167) | - | (22) | (1,189) |
| Other | (6) | - | (120) | (126) |
| Total segment expenses | (2,667) | (229) | (748) | (3,644) |
| Deferred tax recovery | 40 | - | - | 40 |
| Net income/(loss) | 803 | (229) | (748) | (174) |
Capital additions for the three months ended June 30, 2016
| Additions to exploration and | 12 | 918 | - | 930 |
|---|---|---|---|---|
| evaluation assets Additions to property, plant |
1,220 | - | 9 | 1,229 |
| and equipment assets |
Net income/(loss) for the six months ended June 30, 2016
| Natural gas sales | 6,636 | - | - | 6,636 |
|---|---|---|---|---|
| Production and operating | (1,670) | - | - | (1,670) |
| General and administrative | (1,520) | (384) | (1,164) | (3,068) |
| Depreciation and depletion | (2,260) | - | (43) | (2,303) |
| Other | 36 | - | (331) | (295) |
| Total segment expenses | (5,414) | (384) | (1,538) | (7,336) |
| Deferred tax expense | (379) | - | - | (379) |
| Net income/(loss) | 843 | (384) | (1,538) | (1,079) |
Notes to the Unaudited Condensed Consolidated Interim Financial Statements
United States \$000s unless otherwise stated
3. Segment information (continued)
Selected balances at June 30, 2016
| Tanzania Operations |
Mozambique Operations |
Corporate | Consolidated | |
|---|---|---|---|---|
| Current assets | 25,684 | 171 | 916 | 26,771 |
| Long-term receivables | 18,423 | - | - | 18,423 |
| Exploration and evaluation assets | 8,118 | 36,135 | - | 44,253 |
| Property, plant and equipment assets | 94,551 | - | 25 | 94,576 |
| Deferred tax asset | 33,962 | - | - | 33,962 |
| Current liabilities | 19,109 | 61 | 323 | 19,493 |
| Non-current liabilities | 18,796 | - | - | 18,796 |
| Capital additions for the six months ended June 30, 2016 | ||||
| Additions to exploration and evaluation assets |
17 | 1,095 | - | 1,112 |
1,702 - 9 1,711
4. Long-term receivables
Additions to property, plant and equipment assets
| Balance at June 30, 2017 |
Balance at December 31, 2016 |
|
|---|---|---|
| TPDC receivable (i) | 20,912 | 24,836 |
| Tanzanian Government receivable (ii) | 5,150 | 5,481 |
| 26,062 | 30,317 | |
| Current portion TPDC receivable (i) |
11,454 | 12,283 |
| Long-term portion TPDC receivable (i) |
9,458 | 12,553 |
| Tanzanian Government receivable (ii) | 5,150 | 5,481 |
| 14,608 | 18,034 |
i) TPDC receivable
As at June 30, 2017, the undiscounted receivable from TPDC is \$23,675 (\$27,153 at December 31, 2016).
| Balance of amortized cost at December 31, 2016 |
24,836 |
|---|---|
| Accretion | 770 |
| Change in estimated timing of receipt | (872) |
| Retained gas revenue to offset receivable | (4,369) |
| Share of TPDC Mnazi Bay Concession costs paid by the Company | 547 |
| Balance of amortized cost at June 30, 2017 |
20,912 |
The fair value of the TPDC receivable at June 30, 2017 calculated using an 8.25% discount rate (2016 - 8.25%) was \$21,715 (December 31, 2016 - \$25,413).
Notes to the Unaudited Condensed Consolidated Interim Financial Statements
United States \$000s unless otherwise stated
4. Long-term receivables (continued)
ii) Tanzanian Government receivable
As at June 30, 2017 the undiscounted Tanzanian Government receivable is \$6,511 (December 31, 2016 - \$6,511).
| Balance of amortized cost at December 31, 2016 |
5,481 |
|---|---|
| Accretion | 154 |
| Change in estimated timing of receipt | (485) |
| Balance of amortized cost at June 30, 2017 |
5,150 |
The fair value of the Tanzania Government receivable at June 30, 2017 is calculated using an 8.25% discount rate (2016 - 8.25%) was \$5,305 (December 31, 2016 - \$5,601).
5. Exploration and evaluation assets ("E&E")
| Cost | |
|---|---|
| Balance at December 31, 2016 | 45,538 |
| Additions | 917 |
| Balance at June 30, 2017 | 46,455 |
6. Property, plant and equipment ("PP&E")
| Natural gas properties |
Office and other equipment |
Total | |
|---|---|---|---|
| Cost | |||
| Balance at December 31, 2016 | 101,797 | 596 | 102,393 |
| Additions | 378 | - | 378 |
| Balance at June 30, 2017 | 102,175 | 596 | 102,771 |
| Accumulated depreciation and depletion Balance at December 31, 2016 Depreciation and depletion Balance at June 30, 2017 |
(8,448) (1,544) (9,992) |
(579) (4) (583) |
(9,027) (1,548) (10,575) |
| Carrying amounts December 31, 2016 June 30, 2017 |
93,349 92,183 |
17 13 |
93,366 92,196 |
7. Overdraft credit facility
During 2017, the Company secured a \$2,500 overdraft credit facility with TIB Corporate Bank (the "TIB Corp"). The overdraft facility has an interest rate of the lender's base lending rate minus 1% per annum to be paid monthly. At June 30, 2017, the lender's base lending rate was 9%. During the second quarter of 2017, \$558 was drawn from the overdraft credit facility.
Security provided to the lender includes a debenture over the fixed and floating assets of the Company's Tanzanian assets and a deed of assignment of 20% of the revenue and cash flow from sales of natural gas from the Tanzanian assets.
Notes to the Unaudited Condensed Consolidated Interim Financial Statements
United States \$000s unless otherwise stated
8. Long-term loans
| Principal balance as at December 31, 2016 | 20,667 |
|---|---|
| Loan repayments | (2,014) |
| Principal balance as at June 30, 2017 | 18,653 |
| Carrying amount of long-term loans at June 30, 2017 | 18,452 |
| Current | 5,924 |
| Non-current | 12,528 |
| 18,452 |
During the three and six months ended June 30, 2017, the Company incurred interest expense, inclusive of amortization of financing costs, of \$389 and \$875 respectively (2016 - \$647 and \$1,207 respectively). A total of \$182 and \$966 was settled in cash for the three and six months ended June 30, 2017 (2016 - \$251 and \$1,024 respectively).
The carrying amount of the long-term loan of \$18,452 includes \$201 (net of amortization) relating to transaction costs and a fee to restructure the principal payments. At June 30, 2017, the carrying amount of the credit facilities approximates its fair value as the loan's effective interest rate approximates market rates.
The \$20,000 credit facility
During the quarter, the Company executed amendments to the credit facility agreement which include the restructuring of principal loan payments and the addition of the following new provisions:
- the addition of a Debt Service Coverage Ratio and Long Live Coverage Ratio as financial covenants;
- a requirement to maintain a minimum cash balance;
- a cash flow waterfall procedure to ensure certain cash proceeds from gas sales are used in settling obligations in priority; and
- a prepayment fee in the event the Company decides to accelerate principal payments.
The Company and the lender are in discussions on agreeing the details and processes relating to implementing and monitoring the new provisions.
The principal balance outstanding on the \$20,000 credit facility at June 30, 2017 was \$15,653 with repayment terms set out in the following table.
| Principal repayment date | Repayment amount |
|---|---|
| June 30, 2017 (1) |
\$1,000 |
| July 31, 2017 (2) | \$1,332 |
| April 30, 2018 | \$1,665 |
| July 30, 2018 |
\$1,665 |
| October 30, 2018 | \$1,665 |
| January 30, 2019 | \$1,666 |
| April 30, 2019 | \$1,665 |
| July 30, 2019 | \$1,666 |
| October 30, 2019 | \$1,665 |
| January 30, 2020 | \$1,664 |
| \$15,653 |
- (1) The amount due on June 30, 2017 was paid in July 2017.
- (2) The Company is in ongoing discussions with the lender to settle the amount due on July 31, 2017 during August 2017 to coincide with expected receipts of outstanding gas receivables.
WENTWORTH RESOURCES LIMITED Notes to the Unaudited Condensed Consolidated Interim Financial Statements
United States \$000s unless otherwise stated
8. Long-term loans (continued)
The \$6,000 credit facility
The principal balance outstanding on the \$6,000 credit facility at June 30, 2017 was \$3,000 with repayment terms set out in the following table.
| Principal repayment date | Repayment amount |
|---|---|
| December 8, 2017 | \$1,000 |
| June 8, 2018 | \$1,000 |
| December 8, 2018 | \$1,000 |
| \$3,000 |
9. Finance income and finance costs
| Three months ended June 30, |
Six months ended June 30, |
|||
|---|---|---|---|---|
| 2017 | 2016 | 2017 | 2016 | |
| Finance income | ||||
| Accretion – TPDC receivable (Note 4) |
292 | 956 | 770 | 2,110 |
| Accretion – Tanzanian Government receivable (Note 4) |
78 | 116 | 154 | 229 |
| Change in estimates – other liability |
- | - | 67 | - |
| 370 | 1,072 | 991 | 2,339 | |
| Finance costs | ||||
| Change in estimates – TPDC receivable (Note 4) |
- | (646) | (872) | (866) |
| Change in estimates – Tanzanian Government receivable (Note 4) |
- | - | (485) | - |
| Accretion – decommissioning provision |
(23) | (47) | (46) | (94) |
| Accretion – other liability |
(78) | 297 | (78) | (64) |
| Interest expense | (389) | (647) | (875) | (1,207) |
| Foreign exchange loss | (107) | (19) | (93) | (39) |
| (597) | (1,062) | (2,449) | (2,270) |
WENTWORTH RESOURCES LIMITED Notes to the Unaudited Condensed Consolidated Interim Financial Statements
United States \$000s unless otherwise stated
10. Share based compensation
Movement in the total number of share options outstanding and their related weighted average exercise prices are summarized as follows:
| Number of options |
Weighted average exercise price at June 30, 2017 |
|
|---|---|---|
| Outstanding at December 31, 2016 and June 30, 2017 | 10,600,000 | 0.51 |
Share based payment charge
During the six months ended June 30, 2017, no options were granted, exercised or forfeited (2016 – 1,000,000 options were forfeited, no options were granted and exercised).
During the three and six months ended June 30, 2017, a total of \$37 and \$145 respectively (2016 - \$136 and \$364 respectively) in share based compensation was expensed with an offsetting charge to equity reserve.
The following table summarizes share options outstanding and exercisable at June 30, 2017:
| Outstanding | Exercisable | |||
|---|---|---|---|---|
| Exercise price (NOK) |
Exercise price (US\$) (i) |
Number of options |
Weighted average remaining life (years) |
Number of options |
| 3.15 | 0.37 | 1,000,000 | 3.3 | 1,000,000 |
| 3.52 | 0.42 | 500,000 | 4.5 | 500,000 |
| 3.60 | 0.43 | 2,300,000 | 3.3 | 2,300,000 |
| 3.85 | 0.46 | 2,000,000 | 8.5 | 666,671 |
| 4.08 | 0.48 | 250,000 | 5.8 | 250,000 |
| 4.70 | 0.55 | 200,000 | 6.9 | 200,000 |
| 4.90 | 0.58 | 350,000 | 5.2 | 350,000 |
| 5.18 | 0.61 | 3,500,000 | 6.7 | 3,500,000 |
| 5.75 | 0.68 | 500,000 | 3.8 | 500,000 |
| 10,600,000 | 5.3 | 9,266,671 |
(i) The US Dollar to Norwegian Kroner exchange rate used for determining the exercise price at June 30, 2017 is 0.11896.
The weighted average exercise price of options that are exercisable at June 30, 2017 is US\$0.52 (NOK 4.36).
11. Share capital
On May 23, 2017, the Company completed a private placement and issued 16,953,496 new common shares, for cash consideration of \$0.326 (GBP 0.25, NOK 2.73) per share for gross proceeds of \$5,527 million (GBP 4.24 million or NOK 46.28 million). Following the private placement offering, the Company had 186,488,465 common shares outstanding.
Expenses incurred in relation to the private placement offering were \$594, net of tax.
Notes to the Unaudited Condensed Consolidated Interim Financial Statements
United States \$000s unless otherwise stated
12. Per share amounts
Basic and diluted per share amounts
The calculation of loss per share for the three and six months ended June 30, 2017 is based on a loss attributable to shareholders of the Company of \$1,246 and \$1,655 respectively. (2016 – \$174 and \$1,079 respectively). Share options were anti-dilutive for both periods due to the loss.
| Three months ended | Six months ended June 30, |
|||
|---|---|---|---|---|
| 2017 | 2016 | 2017 | June 30, 2016 |
|
| Weighted average number of shares outstanding |
176,614,451 | 169,534,969 | 173,094,267 | 169,534,969 |
| Dilutive weighted average number of shares outstanding |
176,614,451 | 169,534,969 | 173,094,267 | 169,534,969 |
13. Supplemental cash flow information
Cash additions from investing activities in the Statements of Cash Flows consists of the following:
| Exploration and evaluation |
Property, plant and equipment |
Long-term receivable |
|
|---|---|---|---|
| Three months ended June 30, 2017 |
|||
| Total additions/(reductions) | 460 | 154 | (1,567) |
| Change in non-cash investing activities | - | - | 156 |
| Change in non-cash working capital | 46 | 20 | - |
| Cash additions/(reductions) | 506 | 174 | (1,411) |
| Three months ended June 30, 2016 |
|||
| Total additions/(reductions) | 930 | 1,229 | (2,473) |
| Change in non-cash working capital | (930) | (1,220) | (226) |
| Cash additions/(reductions) | - | 9 | (2,699) |
| Six months ended June 30, 2017 |
|||
| Total additions/(reductions) | 917 | 378 | (3,822) |
| Change in non-cash investing activities | - | - | 1,422 |
| Change in non-cash working capital | 33 | 13 | - |
| Cash additions/(reductions) | 950 | 391 | (2,400) |
| Six months ended June 30, 2016 | |||
| Total additions/(reductions) | 1,112 | 1,711 | (5,113) |
| Change in non-cash working capital | (1,112) | (1,702) | (182) |
Notes to the Unaudited Condensed Consolidated Interim Financial Statements
United States \$000s unless otherwise stated
| Cash additions/(reductions) | - | 9 | (5,295) |
|---|---|---|---|
13. Supplemental cash flow information (continued)
Change in non-cash working capital from operating activities consists of the following:
| Three months ended June 30 |
Six months ended June 30, |
|||
|---|---|---|---|---|
| 2017 | 2016 | 2017 | 2016 | |
| Change in non-cash working capital: | ||||
| Trade and other receivables | 90 | 242 | 1,504 | 1,952 |
| Prepayments and deposits | 27 | (956) | (12) | (583) |
| Trade and other payables | 710 | 802 | 359 | (342) |
| 827 | 88 | 1,851 | 1,027 |
KPMG LLP 205 5th Avenue SW Suite 3100 Calgary AB T2P 4B9 Telephone (403) 691-8000 Fax (403) 691-8008 www.kpmg.ca
INDEPENDENT AUDITORS' REPORT ON REVIEW OF INTERIM FINANCIAL STATEMENTS
To the shareholders of Wentworth Resources Limited
Introduction
We have reviewed the accompanying condensed consolidated interim financial statements of Wentworth Resources Limited ("the Company"), which comprise:
- the condensed consolidated statement of financial position as at June 30, 2017;
- the condensed consolidated statements of loss and comprehensive loss for the three and six-month periods ended June 30, 2017 and 2016;
- the condensed consolidated statements of cash flows for the three and six-month periods ended June 30, 2017 and 2016;
- the condensed consolidated statements of changes in shareholders' equity for the sixmonth periods ended June 30, 2017 and 2016; and
- notes to condensed consolidated interim financial statements.
Management is responsible for the preparation and presentation of these condensed interim financial statements in accordance with IAS 34, 'Interim Financial Reporting'. Our responsibility is to express a conclusion on these condensed consolidated interim financial statements based on our review.
Scope of Review
We conducted our review in accordance with the International Standard on Review Engagements 2410, "Review of Interim Financial Information Performed by the Independent Auditor of the Entity". A review of interim financial statements consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.
Conclusion
Based on our review, nothing has come to our attention that causes us to believe that the accompanying condensed consolidated interim financial statements as at June 30, 2017, are not prepared, in all material respects, in accordance with IAS 34, 'Interim Financial Reporting'.
Chartered Professional Accountants
August 9, 2017 Calgary, Canada