29 Oct 2020 07:00
Attis Oil & Gas ("Attis" or "the Company")
Interim Results
Attis (AIM: AOGL) is pleased to announce its unaudited interim financial results for the six months ended 30 June 2020.
Chairman's Statement
In line with its stated strategy as announced on 2 January 2020, the Company commenced its asset sale programme.
The Company announced on 1 February 2020 that it had sold its interest in the Bivins 115 Lease in the Red Cave formation in the Texas Panhandle for a consideration of US$50,000 paid in cash. The Company acquired the Bivins 115 Lease in October 2019 for a consideration of US$23,000.
The Company announced on 12 May 202 that it had disposed of its subsidiary company, Northcote Cleveland LLC, which held the Zink Ranch lease, for a consideration of $250,000 payable in cash in 5 monthly instalments. Mr Paolo Amoruso, Executive Chairman of the Company participated in this sale acquiring a 20% interest in Northcote Cleveland LLC. The Company further announced the disposal of its interests in the Fort Worth field for a nominal amount and the relinquishment of the bond associated with the field for the assumption by the acquiror of the plugging and abandonment ("P&A") and tax liabilities associated with the 98 wells on the field.
On 28 May 2020, the Company announced that it had raised £600,000 via a placing of ordinary shares in the Company for cash at 0.0115 pence per share ("Placing"). At the same time, Holders of the Bridge Loan facility (announced on 22 October 2019) were offered the opportunity to convert their outstanding Loan and interest into Ordinary Shares in the Company at a price of 0.0075 pence and a re-pricing of the warrants attached to the loan to 0.015 pence per share. Holders of £370,543.14 (principal plus accrued interest) of the Bridge Loan elected to convert and therefore the Company issued 4,940,575,180 Ordinary Shares at 0.0075 pence per share. The remaining Bridge Loan Holders holding £74,846.51 in principal and accrued interest were repaid from the proceeds of the Placing.
Post period end the Company sold its wholly owned subsidiary, Mayan Energy USA, LLC (the company that held the Austin Field assets) and Attis Operating I, Inc. to Esparza Energy Holdings LLC for a net consideration of $193,000 payable in monthly instalments equal to 50% of the gross revenue generated from oil and gas sales over a period no longer than 36 months. Any amount not paid at the end of the term is owed as a lump sum to the Company. Northcote Energy USA Inc. will retain a security interest in the wells and the production from the wells until the consideration is paid. On 5 August 2020 shareholders approved the sale of the Austin Field Assets at a General Meeting of Shareholders.
Following disposal of the Austin Field Assets, the Company became an AIM Rule 15 cash shell and as such will be required to make an acquisition, or acquisitions, which constitutes a reverse takeover under AIM Rule 14 on or before 5 February 2021 failing which, the Company's Ordinary Shares would then be suspended from trading on AIM pursuant to AIM Rule 40. Admission to trading on AIM would be cancelled six months from the date of suspension should the reason for the suspension not have been rectified.
The Company is now actively seeking a transaction with the ability to increase value for shareholders and the Board is actively reviewing opportunities.
Paolo G Amoruso
Executive Chairman
29 October 2020
A copy of this announcement and the Interim Results will be available on the Company's web site. For further information visit www.attisog.com or contact the following:
Paolo Amoruso | Attis Oil & Gas Ltd | +1 713 869 1544 |
Roland Cornish | Beaumont Cornish Ltd | +44 20 7628 3396 |
James Biddle | Beaumont Cornish Ltd | +44 20 7628 3396 |
Duncan Vasey Lucy Williams | Peterhouse Capital Limited Peterhouse Capital Limited | +44 20 7220 9792 +44 20 7220 9792
|
ATTIS OIL & GAS LTD CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
Attis Oil & Gas Ltd Consolidated Statement of Comprehensive Income
for the Interim six months period ended 30 June 2020
Six Months to | Six Months to | Year Ended | ||
30 June | 30 June | 31-Dec | ||
Note | 2020 | 2019 | 2019 | |
(Unaudited) | (Unaudited) | (Audited) | ||
US$ 000's | US$ 000's | US$ 000's | ||
Administrative expenses | ||||
Impairment of financial assets at fair value through profit or loss | (65) | - | (1,602) | |
Other administrative expenses | (75) | (792) | (1,702) | |
Total administrative expenses | (140) | (792) | (3,304) | |
Operating loss | (140) | (792) | (3,304) | |
Loss on disposal of subsidiary | (700) | |||
Finance costs | (22) | (2) | (13) | |
Loss before income tax | (862) | (794) | (3,317) | |
Income tax expense | - | - | - | |
Loss for the period from continuing operations | (862) | (794) | (3,317) | |
Profit (Loss) from discontinued operations, net of tax | 860 | (278) | (2,361) | |
Loss for the period | (2) | (1,072) | (5,678) | |
Other comprehensive income: | ||||
Items that may be subsequently reclassified subsequently to profit or loss: | ||||
Currency translation differences | (366) | 48 | 37 | |
Total comprehensive income | (368) | (1,024) | (5,641) | |
There are no discontinued activities | ||||
Loss per share from continuing and discontinued operations | US cents per share | US cents per share | US cents per share | |
attributable to the owners of the parent during the period | ||||
- Basic & diluted (US cents per share) | 3 | (0.00) | (0.04) | (0.17) |
Attis Oil & Gas Ltd Consolidated Statement of Financial Position
As at 30 June 2020
Six Months to | Six Months to | Year to | ||
30 June | 30 June | 31 Dec | ||
Note | 2020 | 2019 | 2019 | |
(Unaudited) | (Unaudited) | Audited | ||
US$ 000's | US$ 000's | US$ 000's | ||
ASSETS | ||||
Non-current assets | ||||
Property, plant and equipment | 2 | 2 | 2 | |
Total non-current assets | 2 | 2 | 2 | |
Current assets | ||||
Trade and other receivables | 210 | 8 | 41 | |
Financial assets at fair value through profit or loss | 38 | 419 | 142 | |
Assets held for sale | 467 | 4,249 | 900 | |
Cash and cash equivalents | 487 | 395 | 103 | |
Total current assets | 1,202 | 5,071 | 1,186 | |
TOTAL ASSETS | 1,204 | 5,073 | 1,188 | |
LIABILITIES | ||||
Current liabilities | ||||
Trade and other payables | (40) | (140) | (132) | |
Held for sale liabilities | (1,198) | (1,445) | (1,530) | |
Borrowings | 4 | (69) | - | (568) |
Total current liabilities | (1,307) | (1,585) | (2,230) | |
TOTAL LIABILITIES | (1,307) | (1,585) | (2,230) | |
NET (LIABILITIES)/ASSETS | (104) | 3,488 | (1,042) | |
EQUITY ATTRIBUTABLE TO OWNERS OF THE PARENT | ||||
Share Capital | 5 | - | - | - |
Share premium | 45,735 | 44,694 | 44,429 | |
Foreign exchange reserve | (454) | (77) | (88) | |
Reverse acquisition reserve | (8,202) | (8,202) | (8,202) | |
Retained earnings | (37,183) | (32,927) | (37,181) | |
TOTAL EQUITY | (104) | 3,488 | (1,042) |
Attis Oil & Gas Ltd Consolidated Statement of Changes in Equity
for the six months interim period ended 30 June 2020
Share capital | Share premium | Foreign exchange reserve | Reverse Acquisition Reserve | Retained earnings | Total equity | |
US$ 000's | US$ 000's | US$ 000's | US$ 000's | US$ 000's | US$ 000's | |
Balance as at 1 January 2019 (audited) | - | 40,789 | (125) | (8,202) | (31,949) | 513 |
Loss for the period | - | - | 48 | - | (1,072) | (1,024) |
Items that may be reclassified subsequently to profit or loss | - | |||||
Currency translation differences | - | - | - | - | - | - |
Total comprehensive income for the period | - | - | 48 | - | (1,072) | (1,024) |
Issue of Shares | - | 4,031 | - | - | - | 4,031 |
Share issue costs | - | (32) | - | - | - | (32) |
Exercise of warrants | (94) | - | - | 94 | - | |
Balance as at 30 June 2019 (unaudited) | - | 44,694 | (77) | (8,202) | (32,927) | 3,488 |
Balance as at 1 January 2020 (audited) | - | 44,429 | (88) | (8,202) | (37,181) | (1,042) |
Loss for the period | - | - | (366) | - | (2) | (368) |
Items that may be reclassified subsequently to profit or loss | - | |||||
Currency translation differences | - | - | - | - | - | - |
Total comprehensive income for the period | - | - | (366) | - | (2) | (368) |
Issue of Shares | - | 849 | - | - | - | 849 |
Conversion of loan | - | 457 | - | - | - | 457 |
Balance as at 30 June 2020 (unaudited) | - | 45,735 | (454) | (8,202) | (37,183) | (104) |
Attis Oil & Gas Ltd Consolidated Cash Flow Statement
for the six month interim period ended 30 June 2020
Six Months to | Six Months to | Year to | ||
30 June | 30 June | 31 Dec | ||
2020 | 2019 | 2019 | ||
(Unaudited) | (Unaudited) | Audited | ||
US$ 000's | US$ 000's | US$ 000's | ||
Cash flows from operating activities: | ||||
Loss for the period after tax from continuing operations | (862) | (794) | (3,317) | |
Adjustments for: | ||||
Impairment | 65 | - | 1,602 | |
Finance cost | 22 | 2 | 13 | |
Write-off of loans from subsidiaries on disposal | 950 | - | - | |
Broker placement warrants | - | - | (103) | |
Trade creditors settled in shares | - | - | 507 | |
Share based payments | 96 | 125 | 343 | |
Foreign Exchange | - | (335) | 36 | |
Change in working capital items: | ||||
(Increase)/decrease in trade and other receivables | (169) | 30 | (3) | |
Increase/(decrease) in trade and other payables | (92) | 412 | (167) | |
Net cash inflow/(outflow) used in operating activities | 10 | (560) | (1,089) | |
Cash flows used in investing activities | ||||
Net cash acquired on acquisition | - | 37 | 37 | |
Proceeds from the sale of subsidiaries | 55 | - | - | |
Proceeds from disposal of financial assets at fair value through profit or loss | 19 | - | - | |
Net cash used in investing activities | 74 | 37 | 37 | |
Cash flows from financing activities | ||||
Proceeds from issue of share capital | 753 | 1,899 | 1,899 | |
Share issue costs | - | (32) | (178) | |
Proceeds from borrowings | 69 | - | 557 | |
Repayment of borrowings | (111) | - | - | |
Net finance cost | (22) | (2) | (1) | |
Net cash generated from financing activities | 689 | 1,865 | 2,277 | |
Net cash outflow from discontinued operations | (39) | (1,020) | (1,265) | |
Net increase/(Decrease) in cash and cash equivalents | 734 | 322 | (40) | |
Cash and cash equivalents at beginning of period | 103 | 143 | 143 | |
Foreign exchange differences on translation | (350) | - | - | |
Cash and cash equivalents at end of period | 487 | 465 | 103 |
Notes to Attis Oil & Gas Ltd Consolidated Financial Statements (unaudited)
for the six months ended 30 June 2020
1. Basis of presentation
The condensed consolidated interim financial statements have been prepared under the historical cost convention and on a going concern basis and in accordance with International Financial Reporting Standards and IFRIC interpretations adopted for use in the European Union ("IFRS").
The condensed consolidated interim financial statements contained in this document do not constitute statutory accounts, for the current reporting period, or for earlier periods, but are derived from those accounts where applicable. In the opinion of the directors, the condensed consolidated interim financial statements fairly present the financial position, result of operations and cash flows for the period.
A copy of this Interim Financial Report is available on the Company's website: www.attisog.com and was approved by the Board of Directors on 29 October 2020.
Statement of compliance
The condensed consolidated interim financial statements have been prepared in accordance with the requirements of the AIM Rules for Companies. As permitted, the Company has chosen not to adopt IAS 34 "Interim Financial Statements" in preparing these interim condensed consolidated interim financial statements, which should be read in conjunction with the audited annual financial statements for the year ended 31 December 2019, which have been prepared in accordance with IFRS as adopted by the European Union.
Accounting policies
The condensed consolidated interim financial statements for the period ended 30 June 2020 has not been audited or reviewed in accordance with the International Standard on Review Engagements 2410 issued by the Auditing Practices Board. The figures were prepared using applicable accounting policies and practices consistent with those adopted in the audited annual financial statements for the year ended 31 December 2019.
2. Financial risk management and financial instruments
Risks and uncertainties
The Board continually assesses and monitors the key risks of the business. The key risks that could affect Attis' medium term performance and the factors that mitigate those risks have not substantially changed from those set out in Attis' 2019 Annual Report and Financial Statements, a copy of which is available from Attis' website. The key financial risks are market risk, including currency risk, credit risk and liquidity.
3. Loss per share
The calculation of earnings per share is based on the earnings attributable to equity holders divided by the weighted average number of shares on issue during the period.
Six Months to | Six Months to | Year to | |
30 June | 30 June | 31 Dec | |
2020 | 2019 | 2019 | |
(Unaudited) | (Unaudited) | (Audited) | |
US$ 000's | US$ 000's | US$ 000's | |
Net Loss after taxation | (2) | (1,072) | (5,678) |
Weighted average number of ordinary shares in issue | 5,605,391,820 | 2,694,384,624 | 3,258,705,103 |
Earnings per share (cents) | (0.00) | (0.04) | (0.17) |
As referred to in Note 6 below, the Company has issued options. However, based upon current share prices they presently have no value and accordingly would not be exercised, hence basic and diluted profit per share are the same. Historically the Company has reported losses, in such a situation the inclusion of potential ordinary shares would have resulted in a decrease in the loss per share, and as such, their inclusion would be anti-dilutive. Accordingly, a historic diluted loss per share has not been calculated or included.
4. Borrowings
Borrowings consists of US$69,034 received during the period under the United States Government's Paycheck Protection Program in response to the COVID-19 pandemic. The loan can be converted into a grant at the election of the Company as long as at least 60% of the amount is applied to payroll expenditure and there is no reduction in employee headcount.
5. Share capital
The authorised share capital of the Company and the called up and fully paid amounts at 30 June 2019 were as follows:
A) Authorised | US$'000s | US$'000s | ||
Unlimited Ordinary shares of no par value | - | - | ||
Six Months to 30 June 2020 (Unaudited) | As previously reported (as at 31 December 2019)Audited | |||
B) Called up, allotted, issued and fully paid | Number of shares | Nominal value | Number of shares | Nominal value |
As at 1 January 2020 | 3,876,742,316 | - | 1,462,946,943 | - |
Additions: | ||||
31 May 2020 | 4,940,575,183 | - | - | - |
2 June 2020 | 5,881,009,911 | - | - | - |
28 January 2019 | - | - | 810,890,438 | - |
8 February 2019 | - | - | 20,000,000 | - |
30 April 2019 | - | - | 2,008,712,394 | - |
21 October 2019 | - | - | 102,450,000 | - |
As at 30 June 2020 | 14,698,327,562 | - | 3,876,742,316 | - |
Shares issued on 31 May were issued at a price of 0.075 pence per share, through the conversion of £370,543 in loans. Shares issued on 2 June 2020 were issued at a price of 0.115 pence per share, for a cash consideration of £600,000 (before share issue costs), and £76,316 shares issued to creditors in settlement of third party creditor services.
Shares issued on 21 January 2019 were issued at a price of 0.12 pence per share, for a cash consideration of £750,000 (before share issue costs), as well as £223,069 shares issued to creditors in settlement of third party creditor services and directors fees.
Shares issued on 8 February 2019 were issued at a price of 0.12 pence per share, to creditors for the settlement of £35,000 of third party creditor services.
Shares issued on 30 April 2019 were issued at a price of 0.14 pence per share, for a cash consideration of £700,000 (before share issue costs, £39,560 shares issued to creditors in settlement of third party creditor services and directors fees, and £1,333,076 shares to acquire 100% of Attis Oil & Gas Limited and its subsidiaries, affiliates and related entities.
Shares issued on 21 October 2019 were issued at a price of 0.10 pence per share, to creditors for the settlement of £50,750 of third party creditor services and £51,700 and directors fees.
6. Share based payments
The following is a summary of the share options and warrants outstanding and exercisable as at 30 June 2020 and 31 December 2019.
Share based payment:-Summary of Share Options and Warrants | 6 Months to 30 June 2020(Unaudited) | 6 Months to 30 June 2019(Unaudited) | Year to 31 December 2019(Audited) | |||
Number of options and warrants | Weighted Average Exercise price | Number of options and warrants | Weighted Average Exercise price | Number of options and warrants | Weighted Average Exercise price | |
(000's) | Pence | (000's) | Pence | (000's) | Pence | |
Outstanding and exercisable, beginning of year | 839,052 | 0.02 | 225,422 | 0.01 | 225,422 | 0.01 |
Granted | - | - | 79,625 | 0.13 | 877,054 | 0.01 |
Exercised | - | - | - | - | - | - |
Expired | (224) | 0.90 | - | (20,980) | 0.47 | |
Cancelled | - | - | - | - | (242,444) | 0.06 |
Outstanding and exercisable, end of year | 838,828 | 0.02 | 305,047 | 0.09 | 839,052 | 0.02 |
The above is expressed in GB£ and not US$ cents due to the terms of the options and warrants
7. Events after the reporting date
On 17 July 2020 the Company announced the Company's wholly owned subsidiary, Mayan Energy USA, LLC, had entered into a sale and purchase agreement, with Esparza Energy Holdings LLC, for the sale of its Austin Field Assets for a net consideration of $193,000 payable in monthly instalments equal to 50% of the gross revenue generated from oil and gas sales over a period no longer than 36 months. Any amount not paid at the end of the term is owed as a lump sum to the Company. Mayan Energy USA, LLC will retain a security interest in the wells and the production from the wells until the consideration is paid. On 5 August 2020 shareholders approved the sale of the Austin Field Assets at a General Meeting of Shareholders.
On 8 September 2020 the Company announced that Thom Board had resigned as a Director of the Company.
More details of the above events were released by RNS and are also available from the Company's website www.attisog.com
The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014 ("MAR").
This information is provided by RNS
The company news service from the London Stock Exchange
END