TIDMMTA

RNS Number : 0176A

Matra Petroleum PLC

26 March 2012

26 March 2012

Matra Petroleum PLC

("Matra" or the "Company")

Full Year Results

Matra Petroleum PLC, the independent oil and gas exploration and production company with operations in Russia, today announces its results for the 12 month period ending 31 December 2011.

Highlights

Operational

   --     Well A-13 validated following successful extended well test 

Financial

-- Successfully raised GBP1.2 million through a placement in November 2011 -- Cash or cash equivalents of EUR1.8 million at year end

Outlook

-- Imminent production from Well A-13 -- Well A-14 drilling approval granted -- Planned acquisition of 3D seismic over the entire field

Peter Hind, Managing Director, commented:

"We are delighted that Well A-13 is about to commence production and that approval to drill well A-14 has now been granted. We look forward to achieving sustained production from Well A-13 and increasing our understanding of the Sokolovskoe field."

For further information, please contact:

 
 Matra Petroleum plc                   www.matrapetroleum.com 
 
 Peter Hind, Managing Director         +44 (0) 7990 807 855 
 Neil Hodgson, Exploration Director    +44 (0) 7973 342 822 
 
 
 
 
 Fox-Davies Capital Limited            +44 (0) 203 463 5000 
 Daniel Fox-Davies / Richard Hail 
  Barry Saint (Nominated Advisor) 
 
 Pelham Bell Pottinger                 +44 (0) 20 7861 3232 
 Nick Lambert / Henry Lerwill 
 

REPORT AND ACCOUNTS FOR THE YEAR ENDED 31 DECEMBER 2011

CHAIRMAN'S STATEMENT

2011 was a year of progress for the Company, notwithstanding the previously announced execution difficulties experienced with Well A-12.

Well A-13 has been validated as a potential producing well for the Company and the board has been able to advance its strategy for developing its 100 per cent held 20 year production licence on the Sokolovskoe oil field. The Company's independently assessed Contingent Recoverable ("2C") Resources are 15mm bbls.

In particular, 2011 saw the successful extended test on Well A-13 with production expected to commence shortly, following completion of surface production facilities, with anticipated initial oil production of around 40bopd (unpumped), rising to an expected 100bopd once a down-hole electrical submersible pump is installed. This will allow us to take advantage of current strong oil prices and a reduction in Mineral Extraction Tax for small fields that became applicable in January 2012.

Imminent production from Well A-13 puts the Company back on track after operations on Well A-12 had to be suspended following difficulties with the completion of the well over the reservoir interval.

The board expects to be able to utilise Well A-12 at some point in the future development of the Sokolovskoe Field and therefore the well has not been abandoned.

In the absence of a firm programme for this well, however, IFRS guidelines require us to write-off the full cost of this well at this time. Apart from this item, the accounts reflect an overall reduction in overheads compared to last year.

The effects of the global recession on world markets continued in 2011, however in November the Company successfully raised GBP1.2 million through a placement, leaving the Company in a better cash position and continuing to operate without any debt.

Further funds will be required to enable the drilling of the proposed production Well A-14 and the acquisition of the full field 3D seismic survey. These represent the Company's next steps to evaluate the Sokolovskoe oil field before proceeding with a full field development decision. Accordingly, the Board is currently considering a number of financing and strategic options available to the Company, with the best interests of shareholders in mind.

The board remains optimistic about the Company's prospects in 2012 and anticipates that the start-up of production and the prospect of a key appraisal and development programme will have a significant positive impact on the Company. 2011 was a challenging year for Matra and the Board would like to thank the company's management and staff for their efforts and perseverance in 2011.

Sir Michael Jenkins

Chairman

22 March 2012

REPORT AND ACCOUNTS FOR THE YEAR ENDED 31 DECEMBER 2011

MANAGING DIRECTOR'S REVIEW

Well Activity

Well A-12

Activity in 2011 was focussed on trying to establish commercial production from Well A-12 which was drilled as the discovery well and tested at rates close to 1,000bopd. The side-track to the well was completed successfully but cementing operations were hampered by equipment failure. Poor well performance prior to acidisation was subsequently found to be caused by fill at the bottom of the hole from mud particulates.

After cleaning out the well an acid treatment was completed and subsequently produced at rate of over 1,400bopd with the aid of Nitrogen lift, with no measurable water cut. At the end of the clean-up process the well was inadvertently opened to atmospheric pressure causing unacceptably high levels of pressure differentials across both downhole equipment and the formation itself. After shutting the well in and demobilising the treatment equipment the well was found to hold large volumes of water. This together with further well data indicates that the water influx was caused by the "pressure shock" combined with poor cementation and the proximity of the side-track to the original well (50m).

At this point the board concluded that it would be better to focus efforts on Well A-14 which is likely to have a more material impact on the Company.

Well A-12 has not been abandoned and it is most likely that the well will be revisited in the future and potentially side-tracked further away from the original hole.

Well A-13

On Well A-13 successful water shut-off was achieved by remedial cementation. The well subsequently completed an extended test period without any significant water production.

The well tested, on free flow, at rates of around 40bopd and the installation of a downhole pump is expected to increase production to around 100 bopd. The success of the remedial cementation in Well A-13 further supports the conclusion that water influx may be avoided during development drilling, by changes in well design.

At the time of writing, production equipment was being installed at the wellsite and production is expected to commence once the equipment is commissioned.

Well A-14

Well A-14 is planned to test the top of the Sokolovskoe field and is predicted to intersect the reservoir some 20m higher than Well A-12. It is also located at the centre of the "patch" reef as prognosed by ERC/Equipoise in 2010 as part of their Competent Person's Report. The well is therefore a key part of the field's appraisal and will test what the Company believes to be the best part of the reservoir and is structurally higher and hence further away from the oil-water-contact encountered in previous wells. The Company estimates that success at this location could add up to 10 million barrels of oil to the Company's contingent resources.

This well location is also near Well 309 on an adjoining property which was drilled in the 1991 by TNK/BP and encountered a thicker and better oil pay section.

Well A-14 is therefore planned to be located between three known oil wells and up-dip from Well A-12 and in an area covered by existing 3D seismic. We are confident that the well will encounter oil pay at which point we can determine the thickness and quality of the reservoir in that location.

Local authority approval to drill Well A-14 has now been granted. Actual timing of the well is dependent upon various factors including the ending of the spring thaw period, the type of rig to be used and funding.

3D Seismic

The acquisition of a full field 3D survey is required before drilling in the north eastern part of the field which currently has little available data. Subject to funding, it is currently anticipated that the survey will be completed, processed and interpreted during 2012.

REPORT AND ACCOUNTS FOR THE YEAR ENDED 31 DECEMBER 2011

MANAGING DIRECTOR'S REVIEW

Accounts

Although we have not abandoned Well A-12 and expect to utilise it within the overall field development, IFRS guidelines require that the full expenditure is written down until such times as there is a firm plan to use the well.

Outlook

The board is confident in making significant progress for the Company during 2012, establishing production and substantially enhancing the Company's knowledge of the Sokolovskoe oil field. Well A-14 is a low risk appraisal well which has the prospect of improving our knowledge of the field and its reserves and production potential. Data acquired by drilling Well A-14 together with the additional seismic, will enable us to plan the full development of the Sokolovskoe field.

We continue to evaluate financial and strategic opportunities to enable broadening the portfolio but we recognise the importance of being able to commit to the full development of the Sokolovskoe field.

Peter Hind

Managing Director

22 March 2012

REPORT AND ACCOUNTS FOR THE YEAR ENDED 31 DECEMBER 2011

REVIEW OF OPERATIONS AND FINANCE

During the year the Company placed 290 million new shares with subscribers. Details of the Placing are summarised below:

 
                                   Ordinary        Price       Funds 
                                    shares       per share    raised 
                                      No.           GBP         GBP 
------------------------------  --------------  ----------  ---------- 
 31 December 2010                1,064,917,872       -               - 
 Placement 14 February 
  2011                              50,000,000     0.031     1,550,000 
 Placement 16 November 
  2011                             170,000,000     0.005       850,000 
 Placement 22 November 
  2011                              70,000,000     0.005       350,000 
 Share issue costs (cash)                    -       -        (99,311) 
 Share issue costs (warrants)                -       -        (29,288) 
 31 December 2011                1,354,917,872       -       2,621,401 
==============================  ==============  ==========  ========== 
 

Group administrative expenditure was higher in 2011 by EUR5,382,889 (2010: EUR486,324). This increase was largely due to impairment of exploration expenditure and share based payment, but was offset by a reduction of EUR388,044 in Group overheads.

During the year Russian VAT refunds of EUR280,688 (2010: EUR566,137) were received.

The Group capitalised costs of EUR1,635,983 (2010: EUR4,520,175) relating to the work on its A-12 and A-13 appraisal wells. An impairment charge of EUR5,246,672 (2010: nil) has been recognised in respect of costs incurred on Well A-12 (note 11).

Inventory includes EUR20,787 (2010: EUR18,421) (note 13) for well casing and other drilling equipment retained for future use. Inventory is accounted for at the lower of cost and net realisable value.

At year end the Group had cash and cash equivalents totalling EUR1,802,280 (2010: EUR2,222,041) (note 18). Current cash reserves are sufficient to fund the programmed work on Well A-13 and associated overheads for 2012. Drilling of Well A-14 and the 3D seismic survey planned for 2012 require additional funds to be raised in 2012. The Directors are confident of the Company's ability to secure further funding.

Risks to the Group

The Group's Oil and Gas activities are subject to various business and financial risks as described below, which can significantly impact upon its performance:

-- Funding risk - The Group does not currently have commercial production but has a significant capital programme to develop its asset. As a result management carefully monitor the liquidity position. Cash forecasts are produced regularly and are reviewed by management.

-- Currency risk - The Group has a presentational currency of the Euro but a significant proportion of capital expenditure is denominated in Roubles and Pounds Sterling. At present the Group has no formal currency hedging policy but management will continue to monitor the situation and adopt an appropriate hedging policy if necessary.

-- Commodity risk - The economic viability of the Group's oil and gas assets is dependent on the underlying oil price. Management produce financial models of the assets based upon conservative long term oil prices and regularly revise these estimates.

-- Operational risk - Operational risks include equipment failure, well control issues and the impact of hostile weather conditions. The Group takes responsibility to ensure all relevant legislation is met and that contractors have the relevant insurance in place.

-- Appraisal and development risk - The Group is planning to appraise and develop the Sokolovskoe field. Whilst the Group has a strong technical function and audits this function with independent expertise there is a risk that the volumes of economically recoverable oil may vary from current estimates.

REPORT AND ACCOUNTS FOR THE YEAR ENDED 31 DECEMBER 2011

REVIEW OF OPERATIONS AND FINANCE

Key sources of estimation uncertainty

The Group makes estimates and assumptions regarding the future. Estimates and judgements are continually evaluated based on historical experiences and other factors, including expectations of future events that are believed to be reasonable under the circumstances. In the future, actual experience may deviate from these estimates and assumptions. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are as follows:

Exploration and evaluation costs

Exploration and evaluation costs are capitalised as intangible assets (note 11) and are assessed for impairment when circumstances suggest that the carrying amount may exceed the recoverable value thereof. This assessment involves judgement as to the likely future commerciality of the asset and when such commerciality should be determined as well as future revenues and costs pertaining to the utilisation of the exploration and production rights to which such capitalised costs relate and the discount rate to be applied to such future revenues and costs in order to determine a recoverable value.

Impairment review

While conducting an impairment review of its assets, the Group exercises judgement in making assumptions about future oil & gas prices and future development and production costs. Changes in the estimates used can result in significant charges to the income statement.

Share based payments

Where equity settled share options are awarded to employees, the fair value of the options at the date of grant is charged to the consolidated income statement over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each balance sheet date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest. Market vesting conditions are factored into the fair value of the options granted. As long as all other vesting conditions are satisfied, a charge is made irrespective of whether the market vesting conditions are satisfied. The cumulative expense is not adjusted for failure to achieve a market vesting condition.

Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is also charged to the consolidated income statement over the remaining vesting period.

Where equity instruments are granted to persons other than employees, the consolidated income statement is charged with the fair value of goods and services received.

DIRECTORS' REPORT

FOR THE YEAR ENDED 31 DECEMBER 2011

The Directors present their annual report and the audited consolidated financial statements of Matra Petroleum plc (the "Company" and together with its subsidiaries, the "Group"), for the year ended 31 December 2011.

Principal activity and business review

The principal activity of the Group and Company is that of oil and gas exploration and production.

A full review of the Group's activities during the year, recent events and future developments are contained in the Chairman's Statement, Managing Director's Review and Review of Operations and Finance incorporated within the Annual Report and Accounts.

Corporate structure

Matra Petroleum plc is a Company limited by shares that is incorporated and domiciled in England and Wales. The Company has the following subsidiaries at 31 December 2011:

   --        Matra Cyprus Petroleum Limited (100%) 
   --        Matra Cyprus Petroleum (Alpha) Limited (100%) 
   --        OOO Arkhangelovskoe (100%) 

Results and dividends

The loss of the Group after taxation amounted to EUR7,210,221 (2010: EUR1,769,429) and the Company to EUR8,219,393 (2010: EUR1,761,165).

The Directors do not propose the payment of a dividend (2010: nil).

Business review and future developments

Likely developments in the operations of the group have been included in the Chairman's Statement and Managing Director's Review which is incorporated into this report.

Directors

The following Directors held office during the year to 31 December 2011:

Sir Michael Jenkins

Peter Hind

Neil Hodgson

Gideon Tadmor

Bill Guest

Re-election of directors

The Articles of Association require one-third of the Directors who are subject to retirement by rotation to retire and offer themselves for re-election each year.

Annual general meeting

Details of the Company's forthcoming Annual General Meeting will be set out in a separate circular and sent to all Shareholders with the Annual Report and Accounts.

Supplier payment policy

The Group and Company's policy is that payments made to suppliers are made in accordance with those terms and conditions agreed between the Company and its suppliers, providing that all trading terms and conditions have been complied with. The supplier payment days are 30 days for the Group (2010: 30 days) and 30 days for the Company (2010: 13 days).

Political and charitable contributions

There were no political or charitable contributions made by the Group or Company during the year ended 31 December 2011 (2010: nil).

Events after the reporting period.

The Group has had no events after the reporting period that require disclosure.

Director's liabilities

The Company has granted an indemnity to all of its Directors and officers against liability in respect of proceedings brought by third parties, subject to the conditions set out in the Companies Act 2006. Such qualifying third party indemnity provision remains in force as at the date of approving the Directors' report and is provided by way of insurance policy with a collective limit of GBP10 million.

DIRECTORS' REPORT

FOR THE YEAR ENDED 31 DECEMBER 2011

Financial instruments

Details of the use of financial instruments by the Company and its subsidiary undertakings are contained in note 18 of the financial statements.

Principal risks and uncertainties

Principal risks and uncertainties are described in detail on page 6 of the financial statements.

Going Concern

After making enquiries, including the disclosures made in note 1 to the financial statements and the managing Director's Review, the Directors are confident that the Group will have adequate resources to continue in operational existence for the foreseeable future. For this reason, they continue to adopt the going concern basis in preparing the financial statements.

Auditors and disclosure of information to auditors

The Directors confirm the following applies:

-- So far as the Directors are aware, there is no relevant audit information of which the Company's auditors are unaware, and;

-- The Directors have taken all steps that they ought to have taken as Directors in order to make themselves aware of any relevant audit information and to establish that the Company's auditors are aware of that information.

BDO LLP offer themselves for re-appointment as auditors and an appropriate resolution will be put to the shareholders at the AGM.

By order of the Board

Peter Hind

Managing Director

22 March 2012 STATEMENT OF DIRECTORS' RESPONSIBILITIES

FOR THE YEAR ENDED 31 DECEMBER 2011

The directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the group and company financial statements in accordance with International Financial Reporting Standards (IFRSs) as adopted by the European Union. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the group and company and of the profit or loss of the group for that period. The directors are also required to prepare financial statements in accordance with the rules of the London Stock Exchange for companies trading securities on the Alternative Investment Market.

In preparing these financial statements, the directors are required to:

   --        select suitable accounting policies and then apply them consistently; 
   --        make judgements and accounting estimates that are reasonable and prudent; 

-- state whether they have been prepared in accordance with IFRSs as adopted by the European Union, subject to any material departures disclosed and explained in the financial statements;

-- prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the requirements of the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Website publication

The directors are responsible for ensuring the annual report and the financial statements are made available on a website. Financial statements are published on the company's website in accordance with legislation in the United Kingdom governing the preparation and dissemination of financial statements, which may vary from legislation in other jurisdictions. The maintenance and integrity of the company's website is the responsibility of the directors. The directors' responsibility also extends to the ongoing integrity of the financial statements contained therein.

INDEPENDENT AUDITORS' REPORT TO

THE MEMBERS OF MATRA PETROLEUM PLC

We have audited the financial statements of Matra Petroleum plc for the year ended 31 December 2011 which comprise the consolidated income statement, the consolidated and company statement of comprehensive income, the consolidated and company statement in changes in equity, the consolidated and company balance sheet, the consolidated and company cash flow statement and the related notes. The financial reporting framework that has been applied in their preparation is applicable law and International Financial Reporting Standards (IFRSs) as adopted by the European Union and, as regards the parent company financial statements, as applied in accordance with the provisions of the Companies Act 2006.

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.

Respective responsibilities of directors and auditors

As explained more fully in the statement of directors' responsibilities, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view. Our responsibility is to audit and express an opinion on the financial statements in accordance with applicable law and International Standards on Auditing (UK and Ireland). Those standards require us to comply with the Auditing Practices Board's (APB's) Ethical Standards for Auditors.

Scope of the audit of the financial statements

A description of the scope of an audit of financial statements is provided on the APB's website at www.frc.org.uk/apb/scope/private.cfm.

Opinion on financial statements

In our opinion:

-- the financial statements give a true and fair view of the state of the group's and the parent company's affairs as at 31 December 2011 and of the group's loss for the year then ended;

-- the group financial statements have been properly prepared in accordance with IFRSs as adopted by the European Union;

-- the parent company financial statements have been properly prepared in accordance with IFRSs as adopted by the European Union and as applied in accordance with the provisions of the Companies Act 2006; and

-- the financial statements have been prepared in accordance with the requirements of the Companies Act 2006.

INDEPENDENT AUDITORS' REPORT TO

THE MEMBERS OF MATRA PETROLEUM PLC

Opinion on other matters prescribed by the Companies Act 2006

In our opinion the information given in the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements.

Matters on which we are required to report by exception

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:

-- adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or

-- the parent company financial statements are not in agreement with the accounting records and returns; or

   --      certain disclosures of directors' remuneration specified by law are not made; or 
   --      we have not received all the information and explanations we require for our audit. 

Scott Knight (senior statutory auditor)

For and on behalf of BDO LLP, statutory auditor

London

United Kingdom

22 March 2012

BDO LLP is a limited liability partnership registered in England and Wales (with registered number OC305127).

CONSOLIDATED INCOME STATEMENT

FOR THE YEAR ENDED 31 DECEMBER 2011

 
                                                  31 December    31 December 
                                                      2011          2010 
                                          Notes       EUR            EUR 
---------------------------------------  ------  -------------  ------------ 
 Revenue                                               441,412             - 
 Cost of sales                                       (441,412)             - 
---------------------------------------  ------  -------------  ------------ 
 Gross profit                                                -             - 
---------------------------------------  ------  -------------  ------------ 
 
 Other administration expenditure                  (1,440,167)   (1,828,211) 
 Share based payments                                (525,428)       (1,167) 
 Impairment of exploration expenditure             (5,246,672)             - 
---------------------------------------  ------  -------------  ------------ 
 
 Total administration expenditure                  (7,212,267)   (1,829,378) 
---------------------------------------  ------  -------------  ------------ 
 Loss from operations                       4      (7,212,267)   (1,829,378) 
 Finance income                             8            7,444        71,538 
 Finance costs                              9          (5,398)      (11,589) 
---------------------------------------  ------  -------------  ------------ 
 Loss before taxation                              (7,210,221)   (1,769,429) 
 Loss after taxation attributable 
  to equity holders of parent company              (7,210,221)   (1,769,429) 
=======================================  ======  =============  ============ 
 
 Loss per share 
 Basic and diluted                          2        (0.00638)     (0.00166) 
 

The notes on pages 19 to 38 form part of the financial statements. STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 DECEMBER 2011

 
                                                 31 December   31 December 
                                                    2011          2010 
 Group                                               EUR           EUR 
----------------------------------------------  ------------  ------------ 
 Loss after taxation                             (7,210,221)   (1,769,429) 
----------------------------------------------  ------------  ------------ 
  Other comprehensive income: 
  Exchange differences on translating foreign 
   operations                                      (333,902)       988,943 
 ---------------------------------------------  ------------  ------------ 
 Other comprehensive income for the period         (333,902)       988,943 
 Total comprehensive income for the period 
  attributable to equity shareholders of 
  parent company                                 (7,544,123)     (780,486) 
==============================================  ============  ============ 
 
 
                                                 31 December   31 December 
                                                    2011          2010 
 Company                                             EUR           EUR 
----------------------------------------------  ------------  ------------ 
 Loss after taxation                             (8,219,393)   (1,761,165) 
----------------------------------------------  ------------  ------------ 
  Other comprehensive income: 
  Exchange differences on translating to 
   presentational currency                           675,270       934,738 
 ---------------------------------------------  ------------  ------------ 
 Other comprehensive income for the period           675,270       934,738 
 Total comprehensive income for the period       (7,544,123)     (826,427) 
==============================================  ============  ============ 
 

The notes on pages 19 to 38 form part of the financial statements. CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2011

 
                                          Share       Share        Foreign       Retained        Total 
                                         capital     premium      currency       deficit 
                                                                 translation 
                                                                   reserve 
 Group                                     EUR         EUR           EUR           EUR            EUR 
-------------------------------------  ----------  -----------  ------------  -------------  ------------ 
 Total equity as at 1 January 
  2010                                  1,355,222   36,284,035   (4,782,613)   (17,493,416)    15,363,228 
 Loss after taxation                            -            -             -    (1,769,429)   (1,769,429) 
 Exchange differences on translating 
  foreign operations                            -            -       988,943              -       988,943 
-------------------------------------  ----------  -----------  ------------  -------------  ------------ 
 Total comprehensive income 
  for the period                                -            -       988,943    (1,769,429)     (780,486) 
 Recognition of share based 
  payment                                       -            -             -          1,167         1,167 
 Total equity as at 31 December 
  2010                                  1,355,222   36,284,035   (3,793,670)   (19,261,678)    14,583,909 
=====================================  ==========  ===========  ============  =============  ============ 
 
 
 
                                          Share       Share        Foreign       Retained        Total 
                                         capital     premium      currency       deficit 
                                                                 translation 
                                                                   reserve 
 Group                                     EUR         EUR           EUR           EUR            EUR 
-------------------------------------  ----------  -----------  ------------  -------------  ------------ 
 Total equity as at 1 January 
  2011                                  1,355,222   36,284,035   (3,793,670)   (19,261,678)    14,583,909 
 Loss after taxation                            -            -             -    (7,210,221)   (7,210,221) 
 Exchange differences on translating 
  foreign operations                            -            -     (333,902)              -     (333,902) 
-------------------------------------  ----------  -----------  ------------  -------------  ------------ 
 Total comprehensive income 
  for the period                                -            -     (333,902)    (7,210,221)   (7,544,123) 
 Shares issued                            337,377    2,827,983             -              -     3,165,360 
 Share issue costs (cash)                       -    (114,361)             -              -     (114,361) 
 Share issue costs (warrants)                         (34,286)             -         34,286             - 
 Recognition of share based 
  payment                                       -            -             -        525,428       525,428 
 Total equity as at 31 December 
  2011                                  1,692,599   38,963,371   (4,127,572)   (25,912,185)    10,616,213 
=====================================  ==========  ===========  ============  =============  ============ 
 

The notes on pages 19 to 38 form part of the financial statements. COMPANY STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2011

 
                                          Share       Share        Foreign       Retained        Total 
                                         capital     premium      currency       earnings 
                                                                 translation 
                                                                   reserve 
 Company                                   EUR         EUR           EUR           EUR            EUR 
-------------------------------------  ----------  -----------  ------------  -------------  ------------ 
 Total equity as at 1 January 
  2010                                  1,355,222   36,284,035   (3,831,738)   (18,398,350)    15,409,169 
 Loss after taxation                            -            -             -    (1,761,165)   (1,761,165) 
 Exchange differences on translating 
  to presentational currency                    -            -       934,738              -       934,738 
-------------------------------------  ----------  -----------  ------------  -------------  ------------ 
 Total comprehensive income 
  for the year                                  -            -       934,738    (1,761,165)     (826,427) 
 Recognition of share based 
  payment                                       -            -             -          1,167         1,167 
 Total equity as at 31 December 
  2010                                  1,355,222   36,284,035   (2,897,000)   (20,158,348)    14,583,909 
=====================================  ==========  ===========  ============  =============  ============ 
 
 
 
                                          Share       Share        Foreign       Retained        Total 
                                         capital     premium      currency       earnings 
                                                                 translation 
                                                                   reserve 
 Company                                   EUR         EUR           EUR           EUR            EUR 
-------------------------------------  ----------  -----------  ------------  -------------  ------------ 
 Total equity as at 1 January 
  2011                                  1,355,222   36,284,035   (2,897,000)   (20,158,348)    14,583,909 
 Loss after taxation                            -            -             -    (8,219,393)   (8,219,393) 
 Exchange differences on translating 
  to presentational currency                    -            -       675,270              -       675,270 
-------------------------------------  ----------  -----------  ------------  -------------  ------------ 
 Total comprehensive income 
  for the year                                  -            -       675,270    (8,219,393)   (7,544,123) 
 Shares issued                            337,377    2,827,983             -              -     3,165,360 
 Share issue costs (cash)                       -    (114,361)             -              -     (114,361) 
 Share issue costs (warrants)                   -     (34,286)             -         34,286             - 
 Recognition of share based 
  payment                                       -            -             -        525,428       525,428 
 Total equity as at 31 December 
  2011                                  1,692,599   38,963,371   (2,221,730)   (27,818,027)    10,616,213 
=====================================  ==========  ===========  ============  =============  ============ 
 

The notes on pages 19 to 38 form part of the financial statements. BALANCE SHEET

AS AT 31 DECEMBER 2011

Company number: 5375141

 
                                                     Group                        Company 
                                          31 December    31 December    31 December    31 December 
                                              2011           2010           2011           2010 
                                  Notes       EUR            EUR            EUR            EUR 
 ------------------------------  ------  -------------  -------------  -------------  ------------- 
  Non-current assets 
  Property, plant and 
   equipment                       10            8,488         16,162              -          1,989 
  Intangible assets                11        8,869,075     13,395,353              -              - 
  Investment in subsidiary         12                -              -          1,663          1,620 
 ------------------------------  ------  -------------  -------------  -------------  ------------- 
                                             8,877,563     13,411,515          1,663          3,609 
  Current assets 
  Inventories                      13           20,787         18,421              -              - 
  Trade and other receivables      14           87,413        180,527      9,133,221     13,093,887 
  Cash and cash equivalents                  1,802,280      2,222,041      1,562,663      1,606,328 
 ------------------------------  ------  -------------  -------------  -------------  ------------- 
                                             1,910,480      2,420,989     10,695,884     14,700,215 
 Total assets                               10,788,043     15,832,504     10,697,547     14,703,824 
===============================  ======  =============  =============  =============  ============= 
  Capital and reserves attributable 
   to equity holders of the Parent 
  Ordinary shares                  17        1,692,599      1,355,222      1,692,599      1,355,222 
  Share premium                             38,963,371     36,284,035     38,963,371     36,284,035 
  Foreign currency translation 
   reserve                                 (4,127,572)    (3,793,670)    (2,221,730)    (2,897,000) 
  Retained deficit                        (25,912,185)   (19,261,678)   (27,818,027)   (20,158,348) 
 ------------------------------  ------  -------------  -------------  -------------  ------------- 
  Total equity                              10,616,213     14,583,909     10,616,213     14,583,909 
  Current liabilities 
  Trade and other payables         15          171,830      1,248,595         81,334        119,915 
 ------------------------------  ------  -------------  -------------  -------------  ------------- 
  Total liabilities                            171,830      1,248,595         81,334        119,915 
 Total equity and liabilities               10,788,043     15,832,504     10,697,547     14,703,824 
===============================  ======  =============  =============  =============  ============= 
 

The notes on pages 19 to 38 form part of the financial statements.

The financial statements were approved and authorised for issue by the Board on 22 March 2012 and signed on their behalf by

Peter Hind

Managing Director CASH FLOW STATEMENT

FOR THE YEAR ENDED 31 DECEMBER 2011

 
                                                     Group                      Company 
                                           31 December   31 December   31 December   31 December 
                                              2011          2010          2011          2010 
                                               EUR           EUR           EUR           EUR 
 ---------------------------------------  ------------  ------------  ------------  ------------ 
 Loss before taxation                      (7,210,221)   (1,769,429)   (8,219,393)   (1,761,165) 
  Adjustments for: 
  Depreciation                                  14,225        24,014         1,971         5,732 
  Finance income                                     -             -     (445,538)             - 
  Finance costs                                      -             -           457             - 
  Impairment of intercompany                         -             -     7,322,655             - 
   receivable 
  Impairment of exploration expenditure      5,246,672             -             -             - 
  Sales from test production                   441,412             -             -             - 
  Share based payments                         525,428         1,167       525,428         1,167 
  Foreign currency differences                (61,467)        32,612       106,830       759,875 
                                          ------------  ------------  ------------  ------------ 
 Cash used in operating activities 
  before changes in working capital 
  and provisions                           (1,043,951)   (1,711,636)     (707,590)     (994,391) 
  (Increase) / decrease in inventories         (2,366)       145,324             -             - 
  (Increase) / decrease in receivables          93,114        44,119   (3,361,989)   (1,423,014) 
  Increase / (decrease) in payables        (1,076,765)     1,092,985      (38,581)        10,246 
 ---------------------------------------  ------------  ------------  ------------  ------------ 
 Cash used in operating activities         (2,029,968)     (429,208)   (4,108,160)   (2,407,159) 
  Purchase of property, plant 
   and equipment                               (4,095)         (549)             -           (7) 
  Expenditure on oil and gas 
   assets                                  (1,635,983)   (4,520,175)             -             - 
 ---------------------------------------  ------------  ------------  ------------  ------------ 
 Cash used in investing activities         (1,640,078)   (4,520,724)             -           (7) 
  Proceeds from issue of shares              3,165,360             -     3,165,360             - 
  Share issue expenses paid                  (114,361)             -     (114,361)             - 
 
 Cash generated in financing 
  activities                                 3,050,999             -     3,050,999             - 
 Net decrease in cash and cash 
  equivalents                                (619,047)   (4,949,932)   (1,057,161)   (2,407,166) 
 Cash and cash equivalents at 
  beginning of period                        2,222,041     6,727,308     1,606,328     3,839,039 
 Effect of foreign exchange rate 
  differences                                  199,286       444,665     1,013,496       174,455 
 Cash and cash equivalents at 
  end of period                              1,802,280     2,222,041     1,562,663     1,606,328 
========================================  ============  ============  ============  ============ 
 

The notes on pages 19 to 38 form part of the financial statements.

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2011

   1.      Accounting policies 

Basis of preparation

The financial statements have been prepared on going concern basis in accordance with International Financial Reporting Standards ("IFRS") as adopted by the European Union and the provisions of the SORP "Accounting for Oil and Gas Exploration, Development, Production and Decommissioning Activities in so much as it complies with IFRS.

These financial statements are presented in Euro, and the Company's functional currency is Sterling.

The IFRS financial information has been drawn up on the basis of accounting policies consistent with those applied in the financial statements for the year to 31 December 2010.

Going concern

The Directors have prepared cash flow projections for the next 12 months and on this basis are confident that the company has sufficient funds to continue as a going concern. The projections show that current funds combined with moderate production are sufficient to cover overheads and current work commitments for approximately 13 months. These projections include only the completion of works currently underway at well-13 to allow production start-up at that well, as there are no outstanding commitments within the next 12 months under the licence terms. Additional funding is required to complete the 2012 planned work programme to drill well-14 and acquire 3D seismic. The Directors are confident that funds can be raised to complete the full work programme but these funds are not required to continue as a going concern.

(i)Standards, amendments and interpretations effective in 2011:

The following new standards and amendments to standards are mandatory for the first time for the Group for the financial year beginning 1 January 2011. Except as noted, the implementation of these standards did not have a material effect on the Group:

 
    Standard                       Impact on initial application                Effective 
                                                                                 date 
   -----------------------------  -------------------------------------------  ------------ 
    IFRIC 19       Extinguishing   This interpretation addresses transactions   1 July 2010 
                    financial       in which an entity issues equity 
                    liability       instruments to a creditor in return 
                    with equity     for the extinguishment of all or 
                    instruments     part of a financial liability. 
 
                                    The group applied this interpretation 
                                    from 1 January 2011. 
    IAS 24         Related party   The revised standard responds to              1 January 
     (Revised)      disclosures     concerns that the previous disclosure           2011 
                                    requirements and the definition 
                                    of a related party were too complex 
                                    and difficult to apply in practice, 
                                    especially in environments where 
                                    government control is pervasive. 
 
                                    The group applied the revised standard 
                                    from 1 January 2011. 
    Improvements                   The improvements in this amendment            1 January 
     to IFRSs                       clarify the requirements of IFRSs               2011 
     (2010)                         and eliminate inconsistencies within 
                                    and between standards. 
 
                                    The group applied the amendments 
                                    from 1 January 2011. 
 
  NOTES TO THE FINANCIAL STATEMENTS 
   FOR THE YEAR ENDED 31 DECEMBER 2011 
------------------------------------------------------------------------------------------- 
 
 

(ii)Standards, amendments and interpretations effective in 2011 but not relevant for the Group:

 
 Standard                          Impact on initial application                  Effective 
                                                                                   date 
--------------------------------  ---------------------------------------------  ------------ 
 IFRS 1         First-time         The amendment permits first-time               1 July 2010 
  (Amendment)    adoption           adopters to use the same transitional 
                 of IFRS            provisions as are available to 
                                    existing preparers of IFRS. 
 
                                    This amendment is not relevant 
                                    to the group as it is existing 
                                    IFRS preparer. 
 IFRIC 14       Limit on           The amendment applies in the limited            1 January 
  /              a defined          circumstances when an entity is                   2011 
  IAS 19         benefit asset,     subject to minimum funding requirements 
  (Amendment)    minimum funding    and makes an early payment of contributions 
                 requirements       to cover those requirements. 
                 and their 
                 interaction        The amendment is not relevant to 
                                    the group as it is not subject 
                                    to minimum funding requirement. 
 
  IAS 32         Classification     This Amendment addresses the accounting        1 February 
  (Amendment)    of rights          for rights issues (rights, options             2010 
                 issues             or warrants) that are denominated 
                                    in a currency other than the functional 
                                    currency of the issuer. Previously 
                                    such rights issues were accounted 
                                    for as derivative liabilities. 
                                    However, the Amendment requires 
                                    that, provided the entity offers 
                                    the rights, options or warrants 
                                    pro rata to all of its existing 
                                    owners of the same class of its 
                                    own non-derivative equity instruments, 
                                    such rights issues are classified 
                                    as equity regardless of the currency 
                                    in which the exercise price is 
                                    denominated. 
 
                                    The amendment is not relevant to 
                                    the group as it has no rights issues 
                                    that are denominated in a currency 
                                    other than the functional currency 
                                    of the issuer. 
=============  =================  =============================================  ============ 
 

(iii)Standards, amendments and interpretations that are not yet effective and have not been early adopted:

 
 Standard                                      Impact on initial application                 Effective 
                                                                                              date 
--------------------------------------------  --------------------------------------------  ------------ 
 IFRS 7 (Amendments)   Disclosures             The amendment requires the disclosure         1 July 2011 
                        - transfers             of information in respect of all 
                        of financial            transferred financial assets that 
                        assets                  are not derecognised and for any 
                                                continuing involvement in a transferred 
                                                asset, existing at the reporting 
                                                date. 
 
                                                The Group will apply the amendments 
                                                from 1 January 2012. 
 IFRS 1 (Amendments)   Severe Hyperinflation   Management do not expect this amendment,      1 July 2011 
                        and removal             which is subject to the endorsement           * 
                        of fixed                by the EU, to be relevant to the 
                        dates for               group. 
                        first-time 
                        adopters 
 IAS 12 (Amendment)    Deferred                The amendment introduces the presumption,     1 January 
                        tax: recovery           when measuring the deferred tax               2012 * 
                        of underlying           relating to an asset, that the 
                        assets                  entity will normally recover its 
                                                carrying amount through sale. 
 
                                                Management do not expect this amendment, 
                                                which is subject to the endorsement 
                                                by the EU, to be relevant to the 
                                                Group. 
 IAS 1 (Amendment)     Presentation            The amendment requires companies              1 July 2012 
                        of items                to group together items within                * 
                        of other                other comprehensive income (OCI) 
                        comprehensive           that may be reclassified to the 
                        income                  profit or loss section of the income 
                                                statement. 
 
                                                The group will apply the amendment 
                                                from 1 January 2013, subject to 
                                                the endorsement by the EU. 
 IFRS 10               Consolidated            The new standard replaces the consolidation   1 January 
                        financial               requirements in SIC-12 "Consolidation         2013 * 
                        statements              - special purpose entities" and 
                                                IAS 27 "Consolidated and separate 
                                                financial statements". 
 
                                                The group will apply the standard 
                                                from 1 January 2013, subject to 
                                                the endorsement by the EU. 
 IFRS 11               Joint arrangements      The new standard requires that                1 January 
                                                a party to a joint arrangement                2013 * 
                                                recognises its rights and obligations 
                                                arising from the arrangements rather 
                                                than focusing on the legal form. 
                                                The group will apply the standard 
                                                from 1 January 2013, subject to 
                                                the endorsement by the EU. 
 NOTES TO THE FINANCIAL STATEMENTS 
  FOR THE YEAR ENDED 31 DECEMBER 2011 
-------------------------------------------------------------------------------------------------------- 
 
 IFRS 12               Disclosure              The standard includes the disclosure          1 January 
                        of interest             requirements for all forms of interest        2013 * 
                        in other                in other entities, including subsidiaries, 
                        entities                joint arrangements, associates 
                                                and unconsolidated structured entities. 
 
                                                The group will apply the standard 
                                                from 1 January 2013, subject to 
                                                the endorsement by the EU. 
 IFRS 13               Fair value              The standard defines fair value,              1 January 
                        measurement             sets out a framework for measuring            2013 * 
                                                fair value and requires disclosures 
                                                about fair value measurements. 
 
                                                The group will apply the standard 
                                                from 1 January 2013, subject to 
                                                the endorsement by the EU. 
 IAS 27 (Amendment     Separate                The amendment contains accounting             1 January 
  2011)                 financial               and disclosure requirements for               2013 * 
                        statements              investment in subsidiaries, joint 
                                                ventures and associates when an 
                                                entity prepares separate financial 
                                                statements. 
 
                                                The group will apply the amendment 
                                                from 1 January 2013, subject to 
                                                the endorsement by the EU. 
 IAS 28 (Amendment     Investments             The amendment includes the required           1 January 
  2011)                 in associates           accounting for joint ventures as              2013 * 
                        and joint               well as the definition and required 
                        ventures                accounting for associates. 
 
                                                The group will apply the amendment 
                                                from 1 January 2013, subject to 
                                                the endorsement by the EU. 
 IAS 19 (Amendment     Employee                The main changes introduced by                1 January 
  2011)                 benefits                the amendment revolve around the              2013 * 
                                                accounting for defined benefit 
                                                pension schemes. 
 
                                                Management do not expect this amendment, 
                                                which is subject to the endorsement 
                                                by the EU, to be relevant to the 
                                                group as it has no defined benefit 
                                                pension scheme in place. 
 IFRIC 20              Stripping               This interpretation applies to                1 January 
                        costs in                waste removal (stripping) costs               2013 * 
                        the production          that are incurred in surface mining 
                        phase of                activity, during the production 
                        a surface               phase of the mine. 
                        mine 
                                                The group will apply the interpretation 
                                                from 1 January 2013, subject to 
                                                the endorsement by the EU. 
 IFRS 7 (Amendment     Disclosures             The amendment introduces disclosures          1 January 
  2011)                 - offsetting            to enable users of financial statements       2013 * 
                        financial               to evaluate the effect or potential 
                        assets and              effect of netting arrangements 
                        financial               on entity's financial position. 
                        liabilities 
                                                The group will apply the amendment 
                                                from 1 January 2013, subject to 
                                                the endorsement by the EU. 
 IAS 32 (Amendment     Offsetting              The amendment seeks to clarify                1 January 
  2011)                 financial               rather than change the off-setting            2014 * 
                        assets and              requirements previously set out 
                        financial               in IAS 32. 
                        liabilities 
                                                The group will apply the amendment 
                                                from 1 January 2014, subject to 
                                                the endorsement by the EU. 
 IFRS 9                Financial               The standard will eventually replace          1 January 
                        instruments             IAS 39 in its entirety. However,              2015 * 
                                                the process has been divided into 
                                                three main components: classification 
                                                and measurement, impairment and 
                                                hedge accounting. 
 
                                                The Group will apply the standard 
                                                from 1 January 2013 subject to 
                                                the endorsement by the EU. 
====================  ======================  ============================================  ============ 
 

* Not yet endorsed by the EU.

The Group is evaluating the impact of the above pronouncements but they are not expected to have a material impact on the Group's earnings or shareholders' funds.

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2011

Basis of consolidation

Where the company has the power, either directly or indirectly, to govern the financial and operating policies of another entity or business so as to obtain benefits from its activities, it is classified as a subsidiary. The consolidated financial statements present the results of the company and its subsidiaries ("the Group") as if they formed a single entity. Intercompany transactions and balances between Group companies are therefore eliminated in full.

Segmental reporting

Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision-maker. The chief operating decision maker has been identified as the Managing Director and Exploration Director.

Business combinations

The consolidated financial statements incorporate the results of business combinations using acquisition accounting. In the consolidated balance sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the consolidated income statement from the date on which control is obtained.

Foreign currency translation

Transactions entered into by group entities in a currency other than the currency of the primary economic environment in which they operate (their "functional currency") are recorded at the rates ruling when the transactions occur. Foreign currency monetary assets and liabilities are translated at the rates ruling at the balance sheet date. Exchange differences arising on the retranslation of unsettled monetary assets and liabilities are recognised immediately in the consolidated income statement.

On consolidation, the results of overseas operations are translated into Euro at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations are translated at the rate ruling at the balance sheet date. Differences arising on retranslating the opening net assets and the results of operations are recognised directly in equity (the "foreign currency translation reserve").

The income statement of individual Group companies with functional currencies other than Euro are translated into Euro at the rate ruling at the date of the transaction and the balance sheet translated at the rate of exchange ruling on the balance sheet date. Exchange differences which arise from translation of the opening net assets and results of such subsidiary operations are taken to reserves.

Exchange differences recognised in the income statement of Group entities' separate financial statements on the translation of long-term monetary items forming part of the Group's net investment in the overseas operation concerned are reclassified to the foreign currency translation reserve on consolidation.

On disposal of a foreign operation, the cumulative exchange differences recognised in the foreign currency translation reserve relating to that operation up to the date of disposal are transferred to the consolidated income statement as part of the profit or loss on disposal.

Revenue

Revenue is measured at the fair value of the consideration received or receivable and represents amounts receivable for oil and gas products provided in the normal course of business, net of discounts, VAT and other sales related taxes to third party customers. Revenues are recognised when the risks and rewards of ownership together with effective control are transferred to the customer and the amount of the revenue and associated costs incurred in respect of the relevant transaction can be reliably measured. Revenue is not recognised unless it is probable that the economic benefits associated with the sales transaction will flow to the Group. Revenue recognised in 2011 relates to oil sales from test production.

Cost of sales

During test production cost of sales cannot be reliably estimated and therefore a cost of sales equal to revenue is recognised and credited to the intangible exploration assets.

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2011

Tangible non-current assets

Tangible non-current assets are stated at cost less accumulated depreciation and impairment. Depreciation is provided at rates calculated to write off the cost of assets, less their estimated residual value, over their expected useful economic lives on the following basis:

Property, plant and equipment - 25% per annum straight line.

The useful lives and residual values of tangible non-current assets are re-assessed annually and any revisions taken to the income statement in the current period.

Intangible non-current exploration assets

The Group applies the successful efforts method of accounting for exploration and appraisal costs. Under the successful efforts method of accounting, all licence acquisition, exploration and appraisal costs are initially capitalised in well, field or specific exploration well cost centres as appropriate, pending determination. Costs are capitalised until commercial reserves are established or the exploration site is deemed to have no commercial value. Costs are then amortised over the production life of the well or written-off immediately.

Pre-licence costs: costs incurred prior to having obtained the legal rights to explore an area are expensed directly to the income statement as they are incurred.

Exploration and appraisal costs are initially capitalised as an intangible asset. Intangible assets are not amortised prior to the conclusion of appraisal activities and determination of commercial reserves.

Impairment

All intangible assets are reviewed regularly for indications of impairment and costs are written off where circumstances indicate that the carrying value might not be recoverable. Any impairment is immediately written off to the income statement. The Group applies the successful efforts method of accounting where costs are capitalised in different cost centres for each well and the impairment review is carried out separately on each cost centre.

Investments

In its separate financial statements the Company recognises its investments in subsidiaries and associates at cost less allowances for impairments in value.

Inventories

Inventories are stated at the lower of cost and net realisable value. Cost comprises all costs of purchase, costs of conversion and other costs included in bringing the inventories to their present location and condition.

Financial instruments

Financial assets and financial liabilities are recognised when the Group and the Company becomes party to the contractual provisions of the instrument. Financial assets are de-recognised when the contractual right to the cash flow expires or when substantially all the risk and rewards of ownership are transferred. Financial liabilities are de-recognised when the obligations specified in the contract are either discharged or cancelled.

Financial assets

The Group classifies its financial assets into one of the following categories, depending on the purpose for which the asset was acquired. The Group does not have any held to maturity, available for sale or fair value through profit and loss assets.

Loans and receivables

Trade and other receivables are stated initially at fair value and subsequently at amortised cost (unless the effect of the time value of money is immaterial) less allowance for impairment in value.

Cash and cash equivalents

The Company considers all highly liquid investments, with an original maturity of 90 days or less, to be cash or cash equivalents.

Financial liabilities

The Group's financial liabilities consist of trade and other payables which are initially stated at fair value and subsequently at amortised cost. There are no fair value through profit and loss liabilities.

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2011

Tax

Income tax on the profit or loss from ordinary activities includes current and deferred tax.

Current tax is based on the profit or loss from ordinary activities adjusted for items that are non-assessable or disallowed and is calculated using tax rates that have been enacted or substantively enacted by the balance sheet date.

Income tax is charged or credited to profit or loss, except where the tax relates to items credited or charged to other comprehensive income in which case the tax is also dealt with in other comprehensive income, or when the tax relates to items credited or charged directly to equity, in which case the tax is also dealt with in equity.

Deferred taxation

Deferred tax is provided on temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. The following temporary differences are not provided for: the initial recognition of assets or liabilities that affect neither accounting nor taxable profit other than in a business combination, and differences relating to investments in subsidiaries to the extent that they will probably not reverse in the foreseeable future. The amount of deferred tax provided is based on the expected manner of realisation or settlement of the carrying amount of assets and liabilities, using tax rates enacted or substantively enacted at the balance sheet date.

Deferred tax liabilities are generally recognised for all taxable temporary differences. Deferred tax assets and current tax losses have not been recognised since it is uncertain that taxable profits will be available against which deductible temporary differences can be utilised.

Deferred tax assets and liabilities are offset when the Group has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority on either the same taxable Group company or different Group Entities which intend either to settle current tax assets and liabilities on a net basis or to realise the assets and settle the liabilities simultaneously, in each future period in which significant amounts of deferred tax assets or liabilities are expected to be settled or recovered.

Contributed equity

Issued and paid up share capital is recognised at the fair value of the consideration received by the Company. Any transaction costs arising on the issue of ordinary shares are recognised directly in equity as a reduction of the share proceeds received.

Share Based Payments

Where equity settled share options are awarded to employees, the fair value of the options at the date of grant is charged to the consolidated income statement over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each balance sheet date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest. Market vesting conditions are factored into the fair value of the options granted. As long as all other vesting conditions are satisfied, a charge is made irrespective of whether the market vesting conditions are satisfied. The cumulative expense is not adjusted for failure to achieve a market vesting condition.

Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is also charged to the consolidated income statement over the remaining vesting period.

Where equity instruments are granted to persons other than employees, the consolidated income statement is charged with the fair value of goods and services received.

Warrants

Warrants are treated as equity instruments and are valued using the Black-Scholes option pricing model. The proceeds from issuance of warrants are credited to retained earnings.

Significant accounting judgements and key sources of estimation uncertainty

The Group makes estimates and assumptions regarding the future. Estimates and judgements are continually evaluated based on historical experiences and other factors, including expectations of future events that are believed to be reasonable under the circumstances. In the future, actual experience may deviate from these estimates and assumptions. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are as follows:

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2011

Exploration and evaluation costs: are capitalised as intangible assets (note 11) and are assessed for impairment when circumstances suggest that the carrying amount may exceed the recoverable value thereof. This assessment involves judgement as to the likely future commerciality of the asset and when such commerciality should be determined as well as future revenues and costs pertaining to the utilisation of the exploration and production rights to which such capitalised costs relate and the discount rate to be applied to such future revenues and costs in order to determine a recoverable value.

Carrying value of assets: while conducting an impairment review of its assets, the Group exercises judgement in making assumptions about future oil & gas prices and future development and production costs. Changes in the estimates used can result in significant charges to the income statement.

Share based payments: employee services received, and the corresponding increase in equity, are measured by reference to the fair value of the equity instruments at the date of grant, excluding the impact of any non-market vesting conditions. The fair value of share options is estimated by using the Black Scholes valuation model, on the date of grant based on certain assumptions. Those assumptions are described in note 16 and include, among others, the dividend growth rate, expected volatility, expected life of the options and number of options expected to vest. More details including carrying values are disclosed in note 16.

   2.      Loss per share 

Loss per share of EUR0.00638 (2010: EUR0.00166) is calculated by dividing the loss attributable to equity shareholders for the year EUR7,210,221 (2010: EUR1,769,429) by the weighted average number of ordinary shares outstanding during the year of 1,129,808,508 (2010: 1,064,917,872).

The effect of all potential ordinary shares arising from the exercise of options going forward is considered to be anti-dilutive and therefore diluted earnings per share has not been calculated. At the balance sheet date there were 59,650,000 (2010: 52,400,000) potentially dilutive ordinary shares.

   3.      Parent company's income statement 

The company has taken advantage of section 408 of the Companies Act 2006 and has not included its own income statement account in these financial statements. The company loss for the year after taxation was EUR 8,219,393 (2010: EUR1,761,165).

   4.      Loss from operations 
 
 EXPENSES 
 
 Loss from operations is stated after charging: 
                                              Notes       2011         2010 
                                            -------- 
                                                           EUR          EUR 
------------------------------------------  ----      ------------  ---------- 
 Auditors remuneration 
 - Audit: fees payable to the Company's 
  auditor for the audit of the parent 
  company and consolidated financial 
  statements                                                36,154      36,594 
 - Audit: fees payable for the audit 
  of subsidiaries pursuant to legislation                   24,519      23,627 
 - Fees payable to the company's auditor: 
  - Tax services                                             7,127      12,645 
  - Other services                                          24,709      26,723 
 Impairment of exploration expenditure         11        5,246,672           - 
 Depreciation                                  10           14,225      24,014 
 Foreign exchange costs                                   (61,467)      32,612 
 Share based payment expense (all equity 
  settled)                                     16          525,428       1,167 
 Staff costs                                    5          848,094     875,244 
 
 

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2011

   5.      Staff costs 

Total staff costs (including Directors) comprise:

 
                                          Group                Company 
                                     2011       2010       2011       2010 
                                      EUR        EUR        EUR        EUR 
--------------------------------  ----------  --------  ----------  -------- 
 Employee salaries and benefits      848,094   874,077     578,201   577,825 
 Share based payment expense         525,428     1,167     525,428     1,167 
                                   1,373,522   875,244   1,103,629   578,992 
================================  ==========  ========  ==========  ======== 
 

The key management personnel consist of the Board of Directors and the Director in Russia.

 
 Directors remuneration and other interests comprise: 
                                            Group                Company 
                                       2011       2010       2011       2010 
                                        EUR        EUR        EUR        EUR 
----------------------------------  ----------  --------  ----------  -------- 
 Basic salary                          443,289   445,283     443,289   445,283 
 Fees                                        -         -           -         - 
 Consultancy fees                            -         -           -         - 
 Bonus                                       -         -           -         - 
 Employers national insurance           53,803    51,891      53,803    51,891 
 Benefits in kind                            -         -           -         - 
----------------------------------  ----------  --------  ----------  -------- 
                                       497,092   497,174     497,092   497,174 
 Share based payment transactions      525,428     1,167     525,428     1,167 
                                     1,022,520   498,341   1,022,520   498,341 
==================================  ==========  ========  ==========  ======== 
 
 
 The following table shows the directors who served 
  during the year or in the previous year together 
  with an analysis of their remuneration: 
                            Basic Salary   Fees   Bonus   Benefits    2011      2010 
                                                           in kind 
                                EUR        EUR     EUR      EUR        EUR       EUR 
-------------------------  -------------  -----  ------  ---------  --------  -------- 
 Executive directors 
 Peter Hind                      207,252      -       -          -   207,252   209,772 
 Neil Hodgson                    178,467      -       -          -   178,467   180,637 
 Non-executive directors 
 Sir Michael Jenkins              34,542      -       -          -    34,542    34,962 
 Craig Burton                          -      -       -          -         -     5,828 
 Gideon Tadmor                         -      -       -          -         -         - 
 Bill Guest                       23,028      -       -          -    23,028    14,084 
                                 443,289      -       -          -   443,289   445,283 
=========================  =============  =====  ======  =========  ========  ======== 
 
 
 Key management personnel: 
                                          Group                Company 
                                     2011       2010       2011       2010 
                                      EUR        EUR        EUR        EUR 
--------------------------------  ----------  --------  ----------  -------- 
 Employee salaries and benefits      668,863   663,587     578,201   577,825 
 Share based payment expense         525,428     1,167     525,428     1,167 
                                   1,194,291   664,754   1,103,629   578,992 
================================  ==========  ========  ==========  ======== 
 

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2011

 
 Average number of employees (including directors): 
                                     Group         Company 
                                  2011    2010   2011   2010 
                                   EUR    EUR    EUR    EUR 
 Technical                            8     11      1      1 
 Corporate & administrative          12      9      2      2 
                                     20     20      3      3 
===============================  ======  =====  =====  ===== 
 

Included in the above were pension contributions totalling EURnil (2010: EURnil).

   6.      Taxation 

Below is a reconciliation of the theoretical income tax rate to the actual effective tax rate in the Group's income statement:

 
 TAXATION 
 
                                                          Group 
                                                   2011          2010 
                                                    EUR           EUR 
---------------------------------------------  ------------  ------------ 
 Loss before taxation                           (7,210,221)   (1,769,429) 
---------------------------------------------  ------------  ------------ 
 Taxation at the UK corporation tax rate 
  of 26.5% (2010: 28%)                          (1,910,708)     (495,440) 
 Effect of lower tax rate in Russia                 388,857        44,773 
 Expenses disallowed for tax                      1,188,573       225,703 
 Temporary differences on non-current assets 
  not recognised                                          -             - 
 Utilisation of previously unrecognised tax 
  losses                                                  -             - 
 Tax losses not recognised carried forward          333,278       224,964 
 Tax charge for the year                                  -             - 
=============================================  ============  ============ 
 

Factors that may affect future tax charges

No deferred tax asset has been recognised on accumulated tax losses as the recoverability of any such assets is not probable in the foreseeable future (see note 19).

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2011

   7.      Segmental reporting 

The Group has two reportable segments:

-- Arkhangelovskoe: this segment involves the appraisal and production of oil within the Sokolovskoe Field licence area in Russia; and

   --     Head Office Operations: this segment is the head office of the Group. 

The operating results of each of these segments are regularly reviewed by the Group's chief operating decision makers in order to make decisions about the allocation of resources and assess their performance.

The accounting policies of these segments are in line with those described in note 1.

 
Reportable segments as at 31 December 
 2011 
                                           Head      Arkhangelovskoe     Total 
                                          Office 
                                            EUR            EUR            EUR 
--------------------------------------  -----------  ---------------  ----------- 
Revenue                                           -          441,412      441,412 
Cost of sales                                     -        (441,412)    (441,412) 
Administration expenses                   (709,358)        (730,809)  (1,440,167) 
Share-based payment                       (525,428)                -    (525,428) 
Impairment of exploration expenditure             -      (5,246,672)  (5,246,672) 
Finance income                                7,444                -        7,444 
Financing costs                               (457)          (4,941)      (5,398) 
Loss for the year after taxation        (1,227,799)      (5,982,422)  (7,210,221) 
======================================  ===========  ===============  =========== 
 
Other information 
Depreciation                                (1,971)         (12,254)     (14,225) 
Capital additions                                 -            7,066        7,066 
 
Non current assets                                -        8,877,563    8,877,563 
Inventories                                       -           20,787       20,787 
Trade and other receivables                  19,733           67,680       87,413 
Cash and cash equivalents                 1,562,663          239,617    1,802,280 
Segment assets                            1,582,396        9,205,647   10,788,043 
======================================  ===========  ===============  =========== 
Trade and other payables                   (81,334)         (90,496)    (171,830) 
Segment liabilities                        (81,334)         (90,496)    (171,830) 
--------------------------------------  -----------  ---------------  ----------- 
Segment net assets                        1,501,062        9,115,151   10,616,213 
======================================  ===========  ===============  =========== 
  NOTES TO THE FINANCIAL STATEMENTS 

FOR THE YEAR ENDED 31 DECEMBER 2011

 
 Reportable segments as at 31 December 2010 
                                        Head       Arkhangelovskoe      Total 
                                       Office 
                                         EUR             EUR             EUR 
----------------------------------  ------------  ----------------  ------------ 
 Administration expenses             (1,229,792)         (598,419)   (1,828,211) 
 Share-based payment                     (1,167)                 -       (1,167) 
 Finance income                           24,851            46,687        71,538 
 Financing costs                         (3,657)           (7,932)      (11,589) 
 Loss for the year after taxation    (1,209,765)         (559,664)   (1,769,429) 
==================================  ============  ================  ============ 
 
 Other information 
 Depreciation                            (5,732)          (18,282)      (24,014) 
 Capital additions                             7               543           550 
 
 Non current assets                        1,989        13,409,526    13,411,515 
 Inventories                                   -            18,421        18,421 
 Trade and other receivables              15,806           164,721       180,527 
 Cash and cash equivalents             1,606,328           615,713     2,222,041 
 Segment assets                        1,624,123        14,208,381    15,832,504 
==================================  ============  ================  ============ 
 Trade and other payables              (119,915)       (1,128,680)   (1,248,595) 
 Segment liabilities                   (119,915)       (1,128,680)   (1,248,595) 
----------------------------------  ------------  ----------------  ------------ 
 Segment net assets                    1,504,208        13,079,701    14,583,909 
==================================  ============  ================  ============ 
 

The finance income, finance costs and taxation have been analysed above in line with the way the Group's business is structured.

All material non-current assets other than financial instruments are owned by the Russian subsidiary and are located in Russia.

Share based payments of EUR525,428 (2010: EUR1,167) relate solely to Head Office.

All material capital expenditures in the current and previous year relate to the Arkhangelovskoe segment. NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2011

 
 8. Finance income 
                          Group 
                      2011     2010 
                       EUR     EUR 
-------------------  ------  ------- 
 Bank interest        7,444   71,538 
                      7,444   71,538 
===================  ======  ======= 
 

9. Finance costs

 
 
                     Group 
                 2011     2010 
                  EUR     EUR 
--------------  ------  ------- 
 Bank charges    5,398   11,589 
                 5,398   11,589 
==============  ======  ======= 
 
   10.    Property, plant and equipment 
 
                                            Group                 Company 
                                       2011        2010       2011       2010 
                                        EUR        EUR        EUR        EUR 
----------------------------------  ----------  ---------  ---------  --------- 
 Cost 
 At 1(st) January                      108,629    101,984     35,412     33,864 
 Additions                               7,066        550          -          7 
 Disposals                             (2,971)          -          -          - 
 Currency translation adjustments        6,095      6,095      1,541      1,541 
----------------------------------  ----------  ---------  ---------  --------- 
 At 31(st) December                    118,819    108,629     36,953     35,412 
 Depreciation 
 At 1st January                       (92,467)   (64,694)   (33,423)   (26,487) 
 Charge for year                      (14,225)   (24,014)    (1,971)    (5,732) 
 Currency translation adjustments      (3,639)    (3,759)    (1,559)    (1,204) 
----------------------------------  ----------  ---------  ---------  --------- 
 At 31st December                    (110,331)   (92,467)   (36,953)   (33,423) 
 Carrying value as at 31st 
  December                               8,488     16,162          -      1,989 
==================================  ==========  =========  =========  ========= 
 

Property, plant and equipment is comprised of office and computer equipment and transport vehicles. NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2011

   11.    Intangible assets 

Intangible assets as at 31 December 2011 were:

 
                                          License acquisition    Exploration        Total 
                                                 costs           and appraisal 
                                                                     costs 
                                                  EUR                EUR             EUR 
---------------------------------------  --------------------  ---------------  ------------- 
 Cost 
 At 1 January                                       3,374,972       10,020,381     13,395,353 
 Additions                                                  -        1,635,983      1,635,983 
 Oil sales from test production                             -        (441,412)      (441,412) 
 Impairment of exploration expenditure                      -      (5,246,672)    (5,246,672) 
 Currency translation adjustments                    (71,800)        (402,377)      (474,177) 
---------------------------------------  --------------------  ---------------  ------------- 
 Carrying value at 31 December                      3,303,172        5,565,903      8,869,075 
=======================================  ====================  ===============  ============= 
 

Intangible assets as at 31 December 2010 were:

 
                                     License acquisition    Exploration       Total 
                                            costs           and appraisal 
                                                                costs 
                                             EUR                EUR            EUR 
----------------------------------  --------------------  ---------------  ----------- 
 Cost 
 At 1 January                                  3,175,861        5,189,988    8,365,849 
 Additions                                             -        4,520,175    4,520,175 
 Impairment                                            -                -            - 
 Currency translation adjustments                199,111          310,218      509,329 
----------------------------------  --------------------  ---------------  ----------- 
 Carrying value at 31 December                 3,374,972       10,020,381   13,395,353 
==================================  ====================  ===============  =========== 
 

During the year various operations were carried out to establish commercial production at Well A-12. Operational failures caused an influx of water production and sustained oil production was not restored. Although the well may be used in the future development of the field IFRS guidelines require that in the absence of a firm programme for the well the full cost of the well is written down. NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2011

   12.    Investment in subsidiaries 
 
 The principal subsidiaries of Matra Petroleum plc, all of which have been included in these 
  consolidated financial statements, are as follows: 
 
 Name                           Country of incorporation    Proportion of ownership in         Nature of business 
                                                                  2010 and 2011 
-----------------------------  -------------------------  -----------------------------  ----------------------------- 
 
 Matra Cyprus Petroleum 
 Limited                                 Cyprus                        100%                     Holding company 
 Matra Cyprus Petroleum 
 (Alpha) Limited                         Cyprus                        100%                     Holding company 
                                                                                           Oil & gas exploration and 
 OOO Arkhangelovskoe               Russian Federation                  100%                    production company 
 
 Matra Cyprus Petroleum Limited owns 100% of the shares in OOO Arkhangelovskoe. 
 
   13.    Inventories 
 
 
                                     Group          Company 
                                 2011     2010    2011   2010 
                                 EUR      EUR     EUR    EUR 
-----------------------------  -------  -------  -----  ----- 
 Drilling and other supplies    20,787   18,421      -      - 
=============================  =======  =======  =====  ===== 
 
   14.    Receivables 
 
                                           Group                Company 
                                       2011     2010       2011         2010 
                                       EUR       EUR        EUR         EUR 
-----------------------------------  -------  --------  ----------  ----------- 
 Prepayments and other receivables    87,413   180,527      19,733       15,806 
 Intercompany loans                        -         -   9,113,488   13,078,081 
                                      87,413   180,527   9,133,221   13,093,887 
===================================  =======  ========  ==========  =========== 
 

The fair value of receivables is not significantly different from the carrying value.

The Intercompany loans are shown net of a provision of EUR14,008,976 (2010: EUR6,686,321).

The Intercompany loans are repayable on demand and bear interest at the rate of 2% above the Russian Base Rate (2010: 2% above the Russian Base Rate).

   15.    Payables 
 
 
                                       Group              Company 
                                 2011       2010       2011     2010 
                                  EUR        EUR       EUR       EUR 
-----------------------------  --------  ----------  -------  -------- 
 Trade payables                  17,024     105,237   10,894    63,473 
 Accruals and other payables    154,806   1,143,358   70,440    56,442 
                                171,830   1,248,595   81,334   119,915 
=============================  ========  ==========  =======  ======== 
 

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2011

   16.    Share based payments 
 
 Exercise     Grant      Outstanding    Granted    Exercised     Lapsed      Outstanding      Final 
  price        date        at start      during      during       during        at end       exercise 
  (p)                      of year      the year    the year     the year      of year         date 
---------  -----------  ------------  ----------  ----------  ------------  ------------  ------------ 
     2010 
      0.1   11/04/2006    5,000,000        -           -            -         5,000,000    11/04/2011 
        5   11/04/2006   10,000,000        -           -            -        10,000,000    11/04/2011 
      0.1   23/05/2006    1,200,000        -           -            -         1,200,000    23/05/2011 
        5   23/05/2006    6,000,000        -           -            -         6,000,000    23/05/2011 
      4.5   23/04/2007    8,000,000        -           -            -         8,000,000    22/04/2012 
      4.5   31/03/2007     500,000         -           -            -          500,000     31/03/2012 
      7.5   25/09/2007     250,000         -           -            -          250,000     25/09/2012 
     3.65   20/10/2009   21,250,000        -           -            -        21,250,000    19/10/2014 
     1.81   01/07/2010        -         200,000        -            -          200,000     19/10/2014 
 Total                   52,200,000     200,000        -            -        52,400,000 
---------  -----------  ------------  ----------  ----------  ------------  ------------  ------------ 
     2011 
      0.1   11/04/2006    5,000,000        -           -            -         5,000,000    11/04/2013* 
        5   11/04/2006   10,000,000        -           -            -        10,000,000    11/04/2013* 
      0.1   23/05/2006    1,200,000        -           -            -         1,200,000    23/05/2013* 
        5   23/05/2006    6,000,000        -           -            -         6,000,000    23/05/2013* 
      4.5   23/04/2007    8,000,000        -           -            -         8,000,000    22/04/2012 
      4.5   31/03/2007     500,000         -           -        (500,000)         -             - 
      7.5   25/09/2007     250,000         -           -            -          250,000     25/09/2012 
     3.65   20/10/2009   21,250,000        -           -        (750,000)    20,500,000         - 
     1.81   01/07/2010     200,000         -           -            -          200,000     19/10/2014 
 Total                   52,400,000        -           -       (1,250,000)   51,150,000 
---------  -----------  ------------  ----------  ----------  ------------  ------------  ------------ 
 

* The life of these options was extended by two years in 2011.

The fair value of equity-settled share options granted is estimated as at the date of grant using the Black Scholes model, taking into account the terms and conditions upon which the options were granted. The table below lists the inputs to the model used for options granted during the year ended 31 December 2011:

 
                            2011   2010 
 
 Share price at the date 
  of grant (pence)          3.9    1.64 
 Dividend yield (%)          -      - 
-------------------------  -----  ----- 
 Volatility                  75     75 
 Expected life (years)       2      5 
 Risk free interest rate 
  (%)                       0.5    3.0 
-------------------------  -----  ----- 
 Weighted average option 
  price (pence)             2.00   1.00 
-------------------------  -----  ----- 
 

The total fair value of the options issued is spread over the vesting period of the options. The share-based payment charge for the year was EUR525,428 (2010: EUR1,167).

The expected life of the options is based on academic research and is not necessarily indicative of exercise patterns that may occur. Volatility is calculated with reference to comparative entities share price volatility and reflects the assumption that the comparator's volatility is indicative of future trends, which may also not necessarily be the actual outcome. No other features of options granted were incorporated into the measurement of fair value.

Warrants

On 11 November 2011, warrants to subscribe for 8,500,000 shares were issued as part-payment to the broker in relation to the 170,000,000 shares issued in November 2011. The fair value of warrants granted has been calculated using the Black-Scholes option pricing model. These warrants are exercisable immediately and the full amount (EUR34,286) was charged against the share premium reserve. The exercise price of the warrants was 0.5p for a period of 3 years from the date of grant. NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2011

   17.    Share capital 
 
                                                    2011         2010 
                                                    EUR          EUR 
----------------------------------------------  -----------  ----------- 
 Authorised: 
 10,000,000,000 ordinary shares of 0.1p 
  each                                           13,571,000   13,571,000 
==============================================  ===========  =========== 
 Allotted, called-up and fully paid: 
 1,354,917,872 (December 2010: 1,064,917,872) 
  ordinary shares of 0.1p each                    1,692,599    1,355,222 
==============================================  ===========  =========== 
 

Reserve Description and purpose The following describes the nature and purpose of each reserve within owners' equity:

   --     Share capital: Amount subscribed for share capital at nominal value. 
   --     Share premium: Amount subscribed for share capital in excess of nominal value. 

-- Foreign currency translation reserve: Exchange gains/losses arising on retranslating the net assets of operations into the presentation currency.

   --     Retained deficit: Cumulative net gains and losses recognised in the consolidated income  statement. 

The Group considers its capital to comprise entirely of equity. The Group's primary objective is to ensure its continued ability to provide a consistent return for its equity shareholders through capital growth.

In order to achieve this objective, the Group seeks to maintain a gearing ratio that balances risks and returns at an acceptable level wherever such a choice between the raising of debt, equity or a combination of the two exists.

Overriding the above is the need for the Group to maintain a sufficient funding base to enable it to meet its working capital and strategic investment needs.

In making decisions to adjust its capital structure to achieve these aims the Group considers not only its short-term position but also its long-term operational and strategic objectives.

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2011

   18.    Financial instrument risk exposure and management 

In common with all other businesses, the Group and Company are exposed to risks that arise from its use of financial instruments. This note describes the Group and Company's objectives, policies and processes for managing those risks and the methods used to measure them. Further quantitative information in respect of these risks is presented throughout these financial statements.

There have been no substantive changes in the Group or Company's exposure to financial instrument risks, its objectives, policies and processes for managing those risks or the methods used to measure them from previous periods unless otherwise stated in this note.

Principle financial instruments

The principle financial instruments used by the Group, from which financial instrument risk arises, are as follows:

 
 Financial assets                      Group                    Company 
                                 2011         2010         2011         2010 
                               Loans and receivables     Loans and receivables 
                                 EUR          EUR          EUR          EUR 
---------------------------  -----------  -----------  -----------  ----------- 
 Other receivables                54,526            -       12,660            - 
 Cash and cash equivalents     1,802,280    2,222,041    1,562,663    1,606,328 
 Inter-company loans                   -            -    9,113,488   13,078,081 
                               1,856,806    2,222,041   10,688,811   14,684,409 
===========================  ===========  ===========  ===========  =========== 
 
 Financial liabilities                 Group                    Company 
                                 2011         2010         2011         2010 
                               Financial liabilities     Financial liabilities 
                                 at amortised cost         at amortised cost 
                                 EUR          EUR          EUR          EUR 
---------------------------  -----------  -----------  -----------  ----------- 
 Trade and other payables        171,830    1,248,595       81,334      119,915 
                                 171,830    1,248,595       81,334      119,915 
===========================  ===========  ===========  ===========  =========== 
 

Fair value of financial assets and liabilities

At 31 December 2011 and 2010, the fair value and the book value of the Group and Company's financial assets and liabilities were materially the same.

Principal financial instruments

The principal financial instruments used by the Group and Company, from which financial instrument risk arises, are as follows:

other receivables

cash and cash equivalents

trade and other payables

inter-company loans

General objectives, policies and processes

The Board has overall responsibility for the determination of the Group and Company's risk management objectives and policies and, whilst retaining ultimate responsibility for them, it has delegated the authority for designing and operating processes that ensure the effective implementation of the objectives and policies to the Group and Company's finance function. The overall objective of the Board is to set polices that seek to reduce risk as far as possible without unduly affecting the Group and Company's competitiveness and flexibility. Further details regarding these policies are set out below:

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2011

Credit risk

Credit risk arises principally from the Group's and Company's intercompany loans. It is the risk that the counterparty fails to discharge its obligation in respect of the instrument. The maximum exposure to credit risk equals the carrying value of these items in the financial statements.

When commercial exploitation commences sales will only be made to customers with appropriate credit rating.

Credit risk with cash and cash equivalents is reduced by placing funds with banks with high credit ratings.

Hedging policy

It is the Company and Group policy not to actively hedge against foreign currency transactions and balances. However, this policy is kept under constant review.

Capital

The Company and Group define capital as ordinary shares, share premium, foreign currency translation reserve and retained earnings.

Liquidity risk

Liquidity risk arises from the Group and Company's management of working capital. It is the risk that the Group or Company will encounter difficulty in meeting its financial obligations as they fall due.

The Group and Company's policy is to ensure that it will always have sufficient cash to allow it to meet its liabilities when they become due. To achieve this aim, it seeks to maintain cash balances (or agreed facilities) to meet expected requirements for a period of at least 30 days. The Group and Company also seeks to reduce liquidity risk by maximising interest rates (and hence cash flows) on its cash deposits, this is further discussed in the 'interest rate risk' section below.

The Board receives rolling 12 month cash flow projections on a periodic basis as well as information regarding cash balances and (as noted above).

Trade and other payables are due on demand.

Interest rate risk

The Group has no interest bearing borrowings and so there is no interest rate risk.

There is no significant interest rate risk in respect of temporary surplus funds invested in deposits and other interest bearing accounts with financial institutions as the operations of the Group are not dependent on the finance received. However, it is the Group's policy to manage the interest rate risk over the cash flows on its invested surplus funds by using only substantial financial institutions when such funds are invested.

A 1% change in interest rates would have increased or decreased profit after tax by approximately EUR20,122 (2010: EUR44,747).

At the year end, the Group had a cash balance of EUR1,802,280 (2010: EUR2,222,041) and the Company had a cash balance of EUR1,562,663 (2010: EUR1,606,328) which was made up as follows:

 
 
                                Group                  Company 
                          2011        2010        2011        2010 
                           EUR         EUR         EUR         EUR 
---------------------  ----------  ----------  ----------  ---------- 
 Great British pound    1,562,663   1,606,328   1,562,663   1,606,328 
 Euro                       4,012       5,413           -           - 
 Russian rouble           235,605     610,300           -           - 
                        1,802,280   2,222,041   1,562,663   1,606,328 
=====================  ==========  ==========  ==========  ========== 
 

Included in the Group and Company totals above are amounts of EUR1,447,672 (2010: EUR1,517,151) held within deposit accounts.

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2011

Currency risk

The Group and Company's policy is, where possible, to allow group entities to settle liabilities denominated in their functional currency (primarily Euro, Russian Roubles or Great British Pounds) in that currency. Where Group or Company entities have liabilities denominated in a currency other than their functional currency (and have insufficient reserves of that currency to settle them) cash already denominated in that currency will, where possible, be transferred from elsewhere within the Group.

In order to monitor the continuing effectiveness of this policy, the Board receives a periodic forecast, analysed by the major currencies held by the Group and Company.

The Group and Company is primarily exposed to currency risk on purchases made from suppliers in Orenburg, Southern Russia in Russian Roubles. As it is not possible for the Group or Company to transact in Russian Roubles outside of Russia, a Sterling account is maintained in Orenburg and all funding is transferred to its Russian subsidiary in this currency. Once the funding has been received, the local finance team negotiates a favourable spot rate with its Russian bank for transferring Sterling to Russian Roubles. The UK finance team, along with its advisors, carefully monitors movements in the Sterling / Russian Rouble rate and chooses the most beneficial times for transferring monies to its subsidiary, whilst ensuring that it has sufficient funds to continue its operations.

A movement in the Russian Rouble of 15% would result in the expenditure in the year increasing or decreasing by EUR506,879 (2010: EUR767,789).

A movement in the Great British pound of 25% would result in the expenditure in the year increasing or decreasing by EUR55,597 (2010: EUR307,740).

A movement in the Great British pound of 25% would result in the average cash and cash equivalents increasing or decreasing by EUR386,654 (2010: EUR396,169).

   19.    Deferred tax 
 
                                                     Group                  Company 
                                               2011        2010        2011        2010 
                                                EUR         EUR         EUR         EUR 
------------------------------------------  ----------  ----------  ----------  ---------- 
 No deferred tax asset has been 
  recognised in respect of the following: 
 - Temporary differences in share 
  based payments                               325,190     481,694     325,190     481,694 
 - Unused tax losses                         2,300,246   1,996,968   1,161,968   1,080,807 
                                             2,655,436   2,478,662   1,487,158   1,562,501 
==========================================  ==========  ==========  ==========  ========== 
 

No deferred tax asset has been recognised as the recovery of such assets is not probable in the foreseeable future.

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2011

   20.    Commitments 

The Company has no operating or finance lease commitments.

On 23 December 2010 the 100% subsidiary, OOO Arkhangelovskoe, was awarded a production licence (the Licence) for the exploration and production hydrocarbon resources within the Sokolovskoe field in Orenburg, Russia.

The Licence is valid to 31 December 2030 and in order to maintain the current rights of tenure to the licence, the group currently has the following commitments:

   --              To drill a minimum of one well by the end of 2013. 
   --              To issue for approval a reserve report for the field by the end of 2014. 
   --              To submit for approval a development plan for the field by the end of 2015. 
   21.    Related party transactions 

Apart from key management remuneration as disclosed in note 5, the Group and Company had no transactions with related parties during the years ended 31 December 2011 and 31 December 2010.

22. Events after the reporting period.

The Group has had no events after the reporting period that require disclosure.

This information is provided by RNS

The company news service from the London Stock Exchange

END

FR BXGDXIGDBGDU

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