VOLTAIC STRATEGIC RESOURCES LTD — Annual Report 2013

Feb 27, 2014

A.B.N. 66 138 145 114

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Preliminary Final Report for the year ended 31 December 2013

RESULTS FOR ANNOUNCEMENT TO THE MARKET

		%’age Change	US$	US$
			2013	2012
Revenue from ordinary activities	Down 	32%	$10,939,590	$16,037,233
Profit from ordinary activities after tax attributable to members	Down 	335%	($6,326,057)	$2,683,835
Net profit after tax for the period attributable to members	Down 	335%	($6,326,057)	$2,683,835
Earnings per share	Down 	320%	(4.05) cents	1.84 cents
Diluted earnings per share	Down 	353%	(4.05) cents	1.60 cents
Net tangible assets per share	Down 	25%	12.0 cents	15.9 cents
Earnings before interest, income tax, depreciation and amortisation	Down 	49%	$3,529,402	$6,926,113

Directors have not proposed a dividend and no dividend has been paid since incorporation

This report is based on accounts which have not yet been audited or reviewed.

The functional and presentation currency of Incremental Oil and Gas Ltd is United States dollars (US$). Any reference to dollars or currency in this report will be a reference to US$ unless stated otherwise.

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Incremental Oil and Gas Ltd Preliminary Final Report (Appendix 4E) for the year ended 31 December 2013

COMMENTARY ON RESULTS

This consolidated financial report of Incremental Oil and Gas Limited (“Incremental” or “the Company”) covers the twelve months of operations for the year ended 31 December 2013.

The financial results for 2013 are weaker than the prior year, mainly due to the impairment of oilfield assets. Cash flow from operations remained strong despite a decrease in production from natural decline, especially in the Florence Oilfield. A summary of operating profit is as follows:

	Change	2013	2012
		US$M	US$M
Volume of sales	-36%	114,677 boe	180,538 boe
Revenue from oil and gas sales (US$ million) Royalty Payments Lease Operating Expenses Exploration Loss on sale of assets	-32%	$10.940 ($1.958) ($1.884) $ - ($0.384)	$16.037 ($2.674) ($2.455) ($0.187) ($0.193)
Net Operating Profit Gross Profit margin Overhead Expenses	-33%	$6.712 65% ($3.184)	$10.528 65% ($3.143)
EBITDAX Interest income & expense (net) & Bank costs Depreciation/Amortisation Tax benefit/(expense) Impairment Other non-operating (expenses)/ income	-47%	$3.529 ($0.612) ($1.839) $8.552 ($15.925) $0.033	$7.385 ($0.797) ($2.104) ($1.904) $ - $0.103
Net Profit/(Loss) After Tax		($6.326)	$2.683

Revenue decreased as no new commercial wells were drilled during the year. There was a 7% increase in average oil price in 2013 ($95.40/bbl) compared to the prior year. Production decline rates were in line with expectation but higher in the Florence Oilfield which produces from the Pierre Shale Formation (see Table 1 below).

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Incremental Oil and Gas Ltd Preliminary Final Report (Appendix 4E) for the year ended 31 December 2013

Field	Decrease in Prod’n	2013 (Bbls)	2012 (Bbls)
Sheep Springs (oil only) Round Mountain Florence	15% 26% 49%	33,665 24,884 54,065	39,701 33,835 105,160
TOTAL	37%	112,614	178,696

The net proceeds after royalties and lease operating expenses (netback) for the company was $59.61/bbl (2012 - $58.31/bbl). Sheep Springs and Florence provided the higher netback returns of $72/bbl and $59/bbl respectively. Round Mountain costs were negatively impacted by the disposal of excess salt water in the order of $450,000 in 2013. These costs are likely to decrease in 2014 with water mitigation strategies implemented.

In mid 2013, the Company put its Round Mountain and Sheep Springs Oilfields for sale. In August, an offer of US$13M for both fields was received and accepted by the Company. In the June half yearly accounts these assets were therefore transferred to current assets (Assets Held For Sale) to comply with accounting standards. The sale contract subsequently did not close, and the company decided to retain the assets, following further successful technical work on Round Mountain. As a result both assets have therefore been moved back to the non-current asset category of Oil Properties.

Following considerable technical analysis and with the benefit of reviewing the results from Niobrara wells drilled on neighbouring leases, the commercial potential of the Niobrara Formation in the Florence Oilfield has been downgraded. It is the view of the Company that a significant part of the value that has been allocated to this part of the field should be impaired. A write-down of $9.046M has been made leaving a written down value of $3.286M for the whole Florence field.

The Board has reviewed its existing exploration & development lease holdings of McDonald Anticline, new project opportunities and Raven Pass in California. Efforts have been made to find a farmin partner for the Raven Pass prospect without success, and the company does not propose to drill any wells. As a result decision has been made to write down the value of these assets resulting in an impairment of $0.67M.

The company’s cash position at the end of 2013 - $541,110 (2012 - $3,970,247) has resulted from payments including debt repayment of US$3M, payments for the renewal and acquisition of leases in the Florence Oilfield (US$1.367M) and drilling of new wells at the Florence Oilfield (US$2.528M).

In 2012 a loan of US$6M was drawn down from RMB for acquisition of the Florence Oilfield. The outstanding principal for this loan is US$3M as at 31 December 2013. Repayment of this loan is scheduled for 2104 with three tranches of US$500,000 followed by a balloon payment of US$1.5M in December.

Net assets per share have decreased from US$0.159 per share to US$0.12 per share

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Incremental Oil and Gas Ltd Preliminary Final Report (Appendix 4E) for the year ended 31 December 2013

OPERATING REVIEW

FLORENCE :

Following the acquisition of the Florence Oilfield in the southern part of the DJ Basin in May 2012, the first drilling campaign of two wells commenced there in Q1 2013. The Patti sidetrack well was designed to penetrate and drain oil that was encountered by the original Patti well, drilled in June 2010, but left unproduced oil in the Pierre Formation. The Aurora well was spudded on 28th January and was planned as a deviated well targeting a seismically defined ‘ghost’ in the Pierre Formation. Neither of these wells was commercially successful.

IOG has undertaken a number of geological and geochemical studies on the prospectivity of the Niobrara over the year. This work suggests that any Niobrara well that Incremental could drill on its extensive lease holding in Florence is likely to encounter dominantly gas rather than oil as the reservoired hydrocarbon.

The rate of decline in production at Florence has slowed substantially throughout 2013 (see Figure 1 below) and is now similar to the decline rate in conventional oilfields at about 15-20% annually.

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Figure 1: Florence oil production 2013 (avg bopd)

ROUND MOUNTAIN :

No new wells have been drilled or significant workovers performed in the Round Mountain Field during 2013. For close to half of 2013 the field was on care and maintenance while protracted negotiations were ongoing with a potential buyer for the field. Increasing water production from the Smoot #7 and #8 wells added significantly to lease operating costs. Subsequent to the year end, successful action has been taken to reduce the water production from these wells.

A review of the undeveloped potential of the Round Mountain Field based on recently released drilling and production data associated with the adjacent lease to Round

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Incremental Oil and Gas Ltd Preliminary Final Report (Appendix 4E) for the year ended 31 December 2013

Mountain indicates that considerable upside exists in the IOG lease. These opportunities are being analysed at present for development in 2014.

SHEEP SPRINGS :

The Sheep Springs Oilfield, bought by Incremental in January 2010, continued to perform well during 2013, with only minimal production decline, mainly due to the gradual depletion of reservoir pressure in the field.

OTHER PROJECTS :

Incremental has invested considerable resources over the last year in reviewing a number of producing assets in the USA. These reviewed assets all have the following attributes:

• Conventional, shallow, light oil

• Positive cash flow

• Ability for production and profitability to be significantly enhanced.

The company has not as yet been able to secure a new project, despite two bids being submitted, but an actively brief is being maintained to identify new opportunities.

PERSONNELL :

Incremental recruited a new Executive Vice President in the first quarter of 2013. John Whisler brings a wealth of knowledge and experience to the US management team and with the focus of the company moving to Colorado, an increase in management capacity was required. John has held senior management rolls within organisations that have built and then successfully divested of large oil production portfolios in the US. He has had a personal involvement in the management of the process where the organisations have developed from a very small capital base to a $220m businesses in three years and has extensive experience in resuscitating mature oilfields, which is the business model of Incremental.

During the year Incremental closed the California office and all California operations are now run out of Denver. In Denver the company moved to a larger, but more economical office at year end.

SUMMARY :

Incremental has weathered a difficult year with cash constraints resulting from its poor drilling results early in 2013. However, it has maintained its cash flow from the producing assets and undertaken various restructuring of its operations which have resulted in cost savings. IOG is in a sound position to commit to new opportunities as it is restructuring its capital position to provide additional capital to invest in new projects. Its focus will continue to be cash flow positive, profitable, producing oilfields in North America. The company has a good mix of assets that provide strong cash flow.

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Incremental Oil and Gas Ltd Preliminary Final Report (Appendix 4E) for the year ended 31 December 2013

Consolidated statement of profit and loss and other comprehensive income (for the year ended 31 December)

Oil and gas sales 2a Direct cost of sales: Royalty costs Production and exploration expenses Amortisation , depreciation and restoration 2b Gross profit from operations Other revenue 2a Compliance costs Administration expenses Salaries, directors’ fees and employee benefits Interest and finance costs 2d Other costs Foreign exchange (losses) / gains Depreciation 2b Gain/(loss) on sale of assets 2c Impairment of assets 2e (Loss) / Profit before income tax Income tax benefit/ (expense) (Loss) / Profit after tax (Loss) / Profit for the period attributable to members of the entity Other comprehensive income: Items that will not be reclassified to profit and loss Items that may be reclassified to profit or loss Other comprehensive (loss) / income for the period , net of tax Total comprehensive (loss) / income for the period attributable to members of the entity Basic earnings per share attributable to ordinary equity holders of the entity (cents) 3 Diluted earnings per share attributable to ordinary equity holders of the entity (cents) 3	2013 US$ 10,939,590 (1,957,700) (1,911,785) (1,852,732) 5,217,373 3,047 (411,394) (290,837) (1,897,281) (611,770) (551,969) (5,966) (18,989) (384,966) (15,925,208) (14,877,960) 8,551,903 (6,326,057) (6,326,057) - - - (6,326,057) (4.05) (4.05)	2012 US$
		16,037,233 (2,674,078) (2,641,410) (2,094,066)
		8,627,679 34,927 (765,767) (391,299) (1,592,912) (811,979) (392,981) 82,848 (9,738) (193,017) -
		4,587,761 (1,903,926)
		2,683,835
		2,683,835
		- -
		-
		2,683,835
		1.84 1.60

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Incremental Oil and Gas Ltd Preliminary Final Report (Appendix 4E) for the year ended 31 December 2013

Consolidated statement of financial position (as at 31 December)

Note Current assets Cash and cash equivalents 4 Receivables 5 Inventories 6 Total current assets Non-current assets Other financial assets Oil properties 7 Exploration assets Plant and equipment 8 Deferred tax asset Total non-current assets Total assets Current liabilities Trade and other payables 9 Borrowings 10 Provisions 11 Taxes payable Total current liabilities Non-current liabilities Trade and other payables 9 Provisions 11 Deferred tax liabilities Total non-current liabilities Total liabilities Net assets Equity Issued capital 12 Reserves 13 Accumulated profit/(loss) Total equity	2013 US$ 541,110 819,991 390,675 1,751,776 10,626 15,733,764 - 1,614,587 5,677,392 23,036,369 24,788,145 1,379,593 3,000,000 84,962 64,358 4,528,913 318,590 1,133,159 - 1,451,749 5,980,662 18,807,483 22,430,823 334,666 (3,958,006) 18,807,483	2012 US$
		3,970,247 1,305,468 431,013
		5,706,728
		195,000 27,764,750 760,898 1,765,530 3,880,435
		34,366,613
		40,073,341
		1,730,532 6,000,000 75,950 104,715
		7,911,197
		- 620,201 6,819,303
		7,439,504
		15,350,701
		24,722,640
		22,318,820 35,769 2,368,051
		24,722,640

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Incremental Oil and Gas Ltd Preliminary Final Report (Appendix 4E) for the year ended 31 December 2013

Consolidated statement of cash flows (for the year ended 31 December)

Note Cash flows from operating activities Receipts from customers Payments to suppliers and employees Interest received Interest paid State tax paid Net cash provided by operating activities 15 Cash flows from investing activities Proceeds from sale and form-down of oil properties Purchase of new oil properties Oil property development expenditure Refunds/(payments) for performance bonds Payments for purchases of property, plant and equipment Payments for lease renewals Net cash used in investing activities Cash flows from financing activities Proceeds from issues of equity securities Cost of share issue Proceeds/ (repayment) of borrowings Net cash provided by financing activities Net increase/(decrease) in cash and cash equivalents Exchange differences on cash balances held Cash and cash equivalents at the start of the year/period Cash and cash equivalents at the end of the year/period	2013 US$ 11,319,761 (6,913,276) 3,047 (295,194) (104,713) 4,009,625 165,000 - (3,394,834) 184,374 (127,631) (1,367,281) (4,540,372) 112,003 - (3,000,000) (2,887,997) (3,418,744) (10,393) 3,970,247 541,110	2012 US$
		13,414,451 (8,397,265) 16,951 (192,894) -
		4,841,243
		243,000 (9,914,409) (2,452,052) (95,000) (60,765) (487,951)
		(12,767,177)
		4,650,452 (236,642) 6,000,000
		10,413,810
		2,487,876 25,591 1,456,780
		3,970,247

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|Incremental Oil and Gas Ltd
Preliminary Final Report (Appendix 4E)
for the year ended 31 December 2013
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Consolidated statement of changes in equity
(for the year ended 31 December)
Issued
capital
Accumulated
profits/(losses)
Other reserves
Total equity
US$
US$
US$
US$
At 31 December 2012
22,318,820
2,368,051
35,769
24,722,640
Profit attributable to members of the
entity
-
(6,326,057)
-
(6,326,057)
Total income/expense for the year
-
(6,326,057)
-
(6,326,057)
Exercise of options
-
-
-
Issue of options
-
-
298,897
298,897
Placement of shares
112,003
-
-
112,003
Cost of issue of share capital
-
-
-
-
At 31 December 2013
22,430,823
(3,958,006)
334,666
18,807,483
Issued capital
Accumulated
profits/(losses)
Other reserves
Total equity
US$
US$
US$
US$
At 31 December 2011
17,905,010
(315,784)
35,769
17,624,995
Profit attributable to members of the
entity
-
2,683,835
-
2,683,835
Total income/expense for the year
-
2,683,835
-
2,683,835
Exercise of options
20,552
-
-
20,552
Placement of shares
4,629,900
-
-
4,629,900
Cost of issue of share capital
(236,642)
-
-
(236,642)
At 31 December 2012
22,318,820
2,368,051
35,769
24,722,640|Incremental Oil and Gas Ltd
Preliminary Final Report (Appendix 4E)
for the year ended 31 December 2013
P a g e |9
Consolidated statement of changes in equity
(for the year ended 31 December)
Issued
capital
Accumulated
profits/(losses)
Other reserves
Total equity
US$
US$
US$
US$
At 31 December 2012
22,318,820
2,368,051
35,769
24,722,640
Profit attributable to members of the
entity
-
(6,326,057)
-
(6,326,057)
Total income/expense for the year
-
(6,326,057)
-
(6,326,057)
Exercise of options
-
-
-
Issue of options
-
-
298,897
298,897
Placement of shares
112,003
-
-
112,003
Cost of issue of share capital
-
-
-
-
At 31 December 2013
22,430,823
(3,958,006)
334,666
18,807,483
Issued capital
Accumulated
profits/(losses)
Other reserves
Total equity
US$
US$
US$
US$
At 31 December 2011
17,905,010
(315,784)
35,769
17,624,995
Profit attributable to members of the
entity
-
2,683,835
-
2,683,835
Total income/expense for the year
-
2,683,835
-
2,683,835
Exercise of options
20,552
-
-
20,552
Placement of shares
4,629,900
-
-
4,629,900
Cost of issue of share capital
(236,642)
-
-
(236,642)
At 31 December 2012
22,318,820
2,368,051
35,769
24,722,640||
|---|---|---|
||22,318,820
2,368,051
35,769
24,722,640
-
(6,326,057)
-
(6,326,057)||
||-
(6,326,057)
-
(6,326,057)
-
-
-
-
-
298,897
298,897
112,003
-
-
112,003
-
-
-
-||
||22,430,823
(3,958,006)
334,666
18,807,483||
||Issued capital
Accumulated
profits/(losses)
Other reserves
Total equity
US$
US$
US$
US$||
||17,905,010
(315,784)
35,769
17,624,995
-
2,683,835
-
2,683,835||
||-
2,683,835
-
2,683,835
20,552
-
-
20,552
4,629,900
-
-
4,629,900
(236,642)
-
-
(236,642)||
||22,318,820
2,368,051
35,769
24,722,640||
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Incremental Oil and Gas Ltd Preliminary Final Report (Appendix 4E) for the year ended 31 December 2013

Condensed notes to the financial statements

1. Summary of significant accounting policies

a. Basis of preparation

The report is based on accounts that are in the process of being audited.

The report does not include all of the notes normally included in an annual financial report. Accordingly this report is to be read in conjunction with the financial report for the year ended 31 December 2012 and any public announcements made by Incremental during the reporting period in accordance with the continuous disclosure requirements of the Corporations Act 2001.

The financial report is presented in United States dollars (US$) unless otherwise stated .

b. Statement of Compliance

The financial report complies with Australian Accounting Standards, which include Australian equivalents to International Financial Reporting Standards (AIFRS). Compliance with AIFRS ensures that the financial report, comprising the financial statements and notes thereto, complies with International Financial Reporting Standards (IFRS).

The Company has adopted all new and revised Australian Accounting Standards and interpretations issued by the Australian Accounting Standards Board (AASB) which are mandatory to apply to the current year.

c. Principals of consolidation

The consolidated financial statements incorporate the assets and liabilities of all subsidiaries of Incremental Oil and Gas Ltd as at 31 December 2013 and the results of all subsidiaries for the year then ended. Incremental and its subsidiaries together are referred to as the Group. Subsidiaries are all those entities (including special purpose entities) over which the Group has power to govern the financial and operating policies, so as to obtain benefits from its activities, generally accompanying a shareholding of more than one-half of the voting rights. The existence and potential effect of potential voting rights that are currently exercisable or convertible are considered when assessing whether the Group controls another entity.

The financial statements of the subsidiaries are prepared for the same reporting period as the Parent Entity, using consistent accounting policies. Accounting policies of subsidiaries have been changed when necessary to ensure consistency with the policies adopted by the Group.

Subsidiaries are fully consolidated from the date on which control is transferred to the Group. There are deconsolidated from the date that control ceases. Intercompany transactions and balances, income and expenses and profit and losses between Group companies, are eliminated.

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Incremental Oil and Gas Ltd Preliminary Final Report (Appendix 4E) for the year ended 31 December 2013

2. Revenue, other income and expenses a) Sales revenue Oil and gas Royalties Oil and gas sales Other revenue Interest Income Other revenue Total other revenue b) Depreciation and amortisation included in the statement of comprehensive income Amortisation – oil and gas properties Depreciation – oil and gas properties Depreciation – other plant & equipment c) Net gain/(loss) on sale of oil properties and exploration assets Guijarral Hills – sold West Mountain -sold Equipment sale d) Finance costs Interest on bank loans/convertible loans Other Interest Charges Financing charges e) Impairment of assets Impairment of oil and gas properties -Florence – uncommercial new wells -Florence – Niobrara Formation downgrade -Sheep Springs and Round Mountain Impairment of exploration and evaluation assets	2013 US$ 10,805,052 134,538 10,939,590 3,047 - 3,047 (1,616,931) (203,002) (1,819,933) (18,989) (1,838,922) - (367,019) (17,947) (384,966) (293,368) (1,826) (316,576) (611,770) (2,734,124) (9,045,777) (3,474,823) (670,484) (15,925,208)	2012 US$ 15,835,389 201,844
		16,037,233
		14,869 20,058
		34,927
		(1,894,464) (199,602)
		(2,094,066)
		(9,738)
		(2,103,804)
		(182,434) (10,583) -
		(193,017)
		(192,277) (42,271) (541,730)
		(776,278)
		- - - -
		-

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Incremental Oil and Gas Ltd Preliminary Final Report (Appendix 4E) for the year ended 31 December 2013

3. Earnings per share Earnings used in calculating basic earnings per share Weighted average number of ordinary shares used in calculating basic earnings per share Effect of dilutive securities: Share Options Adjusted weighted average number of ordinary shares used in calculating diluted earnings per share 4. Cash and cash equivalents Cash at bank and on hand 5. Trade and other receivables Oil and gas sales debtors Other receivables 6. Inventories Oil and gas inventory at cost of production Field inventory 7. Oil properties Cost of acquisition and enhancements Accumulated amortisation 8. Fixed assets Cost Depreciation	2013 US$ (6,326,057) Number of Shares 156,023,790 2,010,803 158,034,593 2013 US$ 541,110 735,029 84,962 819,991 111,804 278,871 390,675 20,876,104 (5,142,340) 15,733,764 2,174,675 (560,088) 1,614,587	2012 US$ 2,683,835
		Number of Shares 145,947,778 22,583,145
		168,530,923
		2012 US$
		3,970,247
		1,262,594 42,874
		1,305,468
		152,142 278,871
		431,013
		31,290,159 (3,525,409)
		27,764,750
		2,104,991 (339,461)
		1,765,530

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Incremental Oil and Gas Ltd Preliminary Final Report (Appendix 4E) for the year ended 31 December 2013

9. Trade and other payables CURRENT - Trade payables and accruals NON CURRENT - Trade payables and accruals 10. Borrowings Current : Bank Loan (Secured) The bank loan is provided by RMB Australia Holdings Ltd as a US Dollar denominated acquisition and working capital cash term loan facility for the purpose of acquiring the Florence Oilfield, Repayment of the loan will be by way of three equal quarterly instalments of $500,000 in 2014 and a final payment on 31December 2014. The loan is secured by:  Fixed and floating charge over the assets of the Borrower;  Guarantees from the Borrower and each of the Guarantors	2013 US$ 1,379,593 318,590 3,000,000	2012 US$ 1,730,532
		-
		6,000,000

• Mortgage over the oil producing tenements in California (only)

31December 2014. The loan is secured by:  Fixed and floating charge over the assets of the Borrower;  Guarantees from the Borrower and each of the Guarantors  Mortgage over the oil producing tenements in California (only)
 Share pledge over the shares in the subsidiary holding the Florence tenements held by the Borrower  Fixed and floating charge over the assets of the subsidiary holding the Florence tenements Interest is paid quarterly at a rate of 6.28% 11. Provisions CURRENT - Employee leave provision NON CURRENT - Asset retirement obligation	84,962 1,133,159	75,950
		620,201

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Incremental Oil and Gas Ltd Preliminary Final Report (Appendix 4E) for the year ended 31 December 2013

12. Issued capital At 1 January New shares issued - placement New shares issued- employee shares Exercise of options At 31 December At 1 January New shares issued – placement (net of capital raising costs) New shares issued – employee shares Exercise of options At 31 December	2013 US$ Number of shares 155,743,680 - 499,000 - 156,242,680 US$ 22,318,820 - 112,003 - 22,430,823	2012 US$ Number of shares 135,643,680 20,000,000 - 100,000
		155,743,680
		US$ 17,905,010 4,393,258 - 20,552
		22,318,820

13. Options

The company has on issue 92,500,000 options exercisable at 20 cents per option on or before 1 November 2014 The company has on issue 5,000,000 options exercisable at 14.85 cents per option on or before 27 July 2018

14. Reserves

14. Reserves
Share option reserve 15. Reconciliation of net profit after tax to net cash flows from operations Profit per accounts Adjustments for Tax expense Leave provision Impairment of assets Amortisation Depreciation Write down of assets Share based payments Decrease/(Increase) in current receivables Decrease/(Increase) in current tax payable Decrease/(Increase) in inventories (Decrease)/Increase in current payables Loss on disposal of oil properties and exploration assets Non cash transactions Exchange differences Cash used in operating activities	334,666 (6,326,057) (8,616,259) 9,012 15,254,724 1,616,931 221,991 670,484 298,897 485,472 (40,357) 40,338 158,127 384,966 32,798 (181,442) 4,009,625		35,769
			2,683,835 1,903,926 45,181 - 1,894,464 209,340 - - (601,096) - (339,967) 1,213,727 193,017 (2,335,591) (25,593)
			4,841,243

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