Petro Matad Regulatory News (MATD)

4 June 2018

Petro Matad Limited

("Petro Matad" or the "Company")

Final results for year ended 31 December 2017

Petro Matad Limited ("Petro Matad" or "the Company"), the AIM quoted Mongolian oil explorer, announces its audited final results for the year ended 31 December 2017.

Operational Highlights

· Accelerated 3D seismic acquisition on attractive prospects in the Tugrug Basin in Block V, with a view to optimising 2018 drilling.

· 2D seismic acquired in the Khangai Basin to evaluate a newly defined deep and prospective basin.

· PSC licence extensions approved in Block IV and V (in 2017) and Block XX (early 2018).

· Sinopec rig gained required certification during late 2017, ready for 2018 drilling campaign.

· Mike Buck and Tim Bushell joined Board, to drive new financing and operational strategy into 2018.

Financial Highlights

· The net loss after tax for the Group for the 12 months ended 31 December 2017 was $9.9 million (31 December 2016: profit $10.9 million).

· As at 31 December 2017 the Group's cash position was $5.1 million (31 December 2016: $6.5 million).

· Since the year end, fully funded for 2018 drilling programme following successful $16.8 million equity placing in Q1 2018.

No dividends have been paid or are proposed in respect of the year 2017 (2016: Nil).

About Petro Matad

Petro Matad is the parent company of a group focussed on oil exploration, as well as future development and production in Mongolia. At the current time, Petro Matad holds the sole operatorship of three Production Sharing Contracts with the Government of Mongolia. Block XX has an area of 10,340 square kilometres in the far eastern part of the country, and Blocks IV and V have an area of 28,900 square kilometres and 21,100 square kilometres, respectively, in the southwest part of the country.

Petro Matad Limited is incorporated in the Isle of Man under company number 1483V. Its registered office is at Victory House, Prospect Hill, Douglas, Isle of Man, IM1 1EQ.

For more information, please contact:

Annual Report and Accounts

The Company's statutory annual report and accounts will be dispatched electronically to shareholders today and will be posted shortly to shareholders who have elected to receive hard copies of the Annual Report. Additional copies of the Annual Report may be requested directly from the Company and an electronic copy is available on the Company's website www.petromatadgroup.com.

Annual General Meeting ("AGM")

A notice of the Company's AGM will be distributed in due course and be made available on the Company's website www.petromatadgroup.com.

Directors' Statement

Summary

2017 was a challenging year which commenced with an expectation that the Company would conduct its first drilling operation for more than six years. Snow Leopard-1 (Irves-1) in Block V was planned to be drilled in the second half of 2017 and would have been the first exploration well drilled in this part of Mongolia. As the year progressed, it became evident that the drilling rig contracted for the programme would not achieve the required certification to international standards, in time to allow the well to be completed prior to winter setting in. The Company therefore took the decision to defer drilling until 2018.

While disappointing, the this did provide the Company with additional time in which to review and revise its financing and operational strategy. In October 2017, the Company appointed a new Chief Executive Officer, Mr. Mike Buck, who brought with him considerable international exploration and production expertise, including experience in raising equity funding. With the full support of the Board, in January 2018 the CEO and the Technical Non-Executive Director, Mr. Tim Bushell, embarked on an equity raise roadshow, with a view to replacing the Company's previous equity financing arrangements. Meetings were held with more than 50 institutions and potential investors to present the exploration strategy and the opportunity was well received, with investors participating in a placing to raise $16.8 million at 6.5p per share. The Company's largest shareholder, Petrovis Matad Inc, once again showed its full support of, and commitment to, the Company as the largest participant in the raise; Additionally, Petro Matad's management also participated. At the time of publication, the shares are currently trading at 12p.

The fundraise has enabled the Company to implement an aggressive, impactful and exciting drilling programme in 2018.

2017 Review

Governance

During 2017, the Company strengthened its Board with the addition of Mr. Tim Bushell as Technical Non-Executive Director (in April) and Mr. Mike Buck as Chief Executive Officer (in October). Both are qualified geoscientists and each has more than thirty years of related experience in international upstream oil and gas exploration and production.

HSSE

As part of the Board's ongoing process of continual improvement the Company's Health, Safety, Security and Environmental Management System (HSSE MS) has been fully structured to follow International Association of Oil and Gas Producers (IOGP) guidelines and has been rolled out and implemented within the Company. All incidents are fully investigated, recorded and classified according to IOGP guidelines and learnings are shared through the management review process.

The Company is fully committed to environmental protection and ensures all practical measures are implemented. National and international standards are strictly followed with reference to ISO 14001 as the benchmark.

Both the Company and its sub-contractors followed all prescribed procedures during 2017 operations which were conducted in full legal compliance at all times. Environmental specialists were contracted to undertake base line and environmental impact studies and to generate independent reports on the Company's compliance to environmental policies. There were no environmental incidents during the Company's field activities in 2017.

The Company had no lost time injuries (LTI) and no reportable incidents during the year. The Company has an overall goal of zero LTI and strives to maintain this in all of its activities.

Community Relations

The Company takes its responsibilities in community engagement and relations very seriously. In advance of any work programme activity being undertaken, the Company obtains the necessary approvals from industry regulator, the Mineral Resources and Petroleum Authority of Mongolia (MRPAM), and then participates in joint meetings with the regulator and the local communities to present and discuss planned activities. In addition to meeting local government officials, the socialisation programmes will also normally include town hall meetings where questions from local residents are answered. Company representatives will also meet with nomadic herders who may be in proximity to planned operations.

A focused programme of community projects is undertaken in areas where operations are conducted, and this is done in cooperation with local government.

The Company views the successful engagement with local communities as a key to conducting safe and successful operations.

PSC Licences

On 15 June 2017, the Company announced that the MRPAM had formally approved an extension of the exploration period for the Blocks IV and V Production Sharing Contracts (PSCs), for 2 years each, until 29 July 2019. A further two-year extension is provided for in the PSCs, which the Company will be eligible to apply for in early 2019. In exchange for these extensions, the Company agreed to further commit $5 million in expenditure in Block IV and $2 million in Block V. These additional commitments, along with the commitments in the first eight-year terms of the PSCs, will be fully met by the planned 2018 drilling programme.

In October 2017, the Company lodged an application with MRPAM to extend the PSC on Block XX for a further two years. This was approved in early 2018. The term of the PSC now runs to July 2020. No additional work programme or financial commitment were required to obtain the two-year extension. The outstanding commitment in the previous term will be carried forward into the extended term.

Operations

The 2017 work programme was initially focused on preparations for drilling wells in Blocks IV and V in western central Mongolia. The tender processes for the planned drilling programme commenced in late 2016. A significant number of companies expressed initial interest in providing rigs, and after pre-qualification processes were completed three valid bids were received. Evaluation and negotiations followed which eventually led to the award of the drilling contract to Sinopec. Subsequently, the Company's primary focus was to prepare for drilling and to work with Sinopec to ensure the rig achieved certification to international standards prior to mobilisation.

As previously announced, the Company took the decision to defer the planned 2017 drilling programme as the rig had not achieved certification in time for the drilling to be conducted before winter set in. While this was an unfortunate outcome, the Company had no choice but to delay the drilling programme once it was clear that rig certification to recognised international industry standard, a prerequisite for Petro Matad, would not be achieved within the required timeframe. Sinopec did eventually achieve the required rig certification in October 2017, meeting all of the Company's requirements and the rig is in good working order and ready to undertake the planned drilling programme in Blocks IV and V in 2018.

With the postponement of the 2017 drilling campaign, the Company re-evaluated its work plans for the remainder of the year and decided to accelerate a programme of 3D seismic acquisition in the Tugrug Basin in Block V, with a view to optimising the 2018 drilling programme. The Tugrug Basin has long been of particular interest as the TSC-1 core hole, drilled by Petro Matad in 2011, had proved a working petroleum system with the discovery of live oil staining in sandstones and basement rocks. The interpretation of previous 2D seismic programmes in the basin had resulted in the mapping of attractive prospects, but sub-surface structural complexity was such that it was determined that a 3D seismic programme was needed to reduce pre-drill risks.

A 200 kilometers square 3D seismic survey was successfully acquired in November and December 2017. A planned 2D survey, also in the Tugrug Basin, was postponed to avoid disturbance to local herders in what, at the time, was the only piece of winter pasture not snowbound in the area. The acquisition crew subsequently moved to Block IV to acquire 204 kilometres of 2D seismic in the Khangai Basin. This programme was designed to evaluate a newly defined deep and prospective basin in Block IV evident on only two regional 2D seismic lines and on 2015 high resolution gravity and magnetics data. Acquisition was completed successfully in early 2018.

Farmout

Following the exit of Shell from Blocks IV and V after its takeover of Petro Matad's partner BG Group, the Company initiated a farmout process that ran through most of 2017. The goal was to find a well-financed and experienced partner for the exploration campaign planned on Blocks IV and V. Whilst most companies that attended the data room were very positive about the technical aspects of the opportunity, the year passed without any firm offers to farmin. From the feedback received Petro Matad believes this to be a combination of the high hurdles companies place, when considering new country entry decisions, along with a continued lull within the exploration farmin market following the 2015 decrease in oil prices.

Petro Matad's successful equity raise in early 2018 has fully financed the Company for its planned 2018 work programme, with the requirement for a farmout less pressing to the business at this stage. This allows the Company to be more strategic in its thinking and a farmout that enables a significant expansion of the work programme could be an attractive proposition if achievable on good commercial terms. With evidence of a gradual improvement in market sentiment towards exploration, it was decided to continue the farmout process into 2018. This has allowed the Company to gauge market interest and the Company will evaluate any proposals that may be forthcoming.

2018 Outlook

With funding secured for the high impact exploration drilling programme, 2018 is going to be a very exciting year for the Company. Preparations are in hand to spud the first well, on the Snow Leopard prospect in Block V, in July 2018. This is to be followed back to back by a well on the Wild Horse prospect in Block IV. These two targets have estimates of 90MMbo and 480MMbo respectively of prospective resources, presenting excellent success case economics. In Block XX, five lease line prospects have been identified straddling the boundary of Petro Matad's Block XX and Petro China's producing Block XIX to the North. These targets offer prospective resources in the range of 15 to 28MMbo and have high chance of success with the potential for early commercialisation via production through adjacent processing and export facilities. Drilling in Block XX is expected to commence in the second half of 2018.

Conclusion

The Directors would like to express their appreciation to the staff of Petro Matad, both technical and non-technical, who have worked with enthusiasm and diligence throughout the year. The Board looks forward to an exciting time ahead with the full commitment of the Petro Matad team. The Board would also like to express its gratitude to shareholders for their continued support of the Company.

Consolidated Statement of Profit or Loss and Other Comprehensive Income

For the year ended 31 December 2017

The above Consolidated Statement of Profit or Loss and Other Comprehensive Income should be read in conjunction with the accompanying notes.

Consolidated Statement of Financial Position

As at 31 December 2017

The above Consolidated Statement of Financial Position should be read in conjunction with the accompanying notes.

Consolidated Statement of Cash Flows

For the year ended 31 December 2017

The above Consolidated Statement of Cash Flows should be read in conjunction with the accompanying notes.

Consolidated Statement of Changes in Equity

For the year ended 31 December 2017

The above Consolidated Statement of Changes in Equity should be read in conjunction with the accompanying notes.

Notes to the Consolidated Financial Statements

For the year ended 31 December 2017

1 Corporate information

The financial report of Petro Matad Limited (Company) for the year ended 31 December 2017 was authorised for issue in accordance with a resolution of the Directors on 31 May 2018.

This financial report presents the consolidated results and financial position of Petro Matad Limited and its subsidiaries (together, the "Group"). The Group's principal activity in the course of the financial year consisted of oil exploration in Mongolia.

Petro Matad Limited (Company) a company incorporated in the Isle of Man on 30 August 2007 has four wholly owned subsidiaries, including Capcorp Mongolia LLC and Petro Matad LLC (both incorporated in Mongolia), as well as Central Asian Petroleum Corporation Limited (Capcorp) and Petromatad Invest Limited (both incorporated in the Cayman Islands). The Company and its subsidiaries are collectively referred to as the "Group".

Petrovis Matad Inc. is a major shareholder of the Company, holding approximately 28.41% of the shareholding at the year end of 2017.

2 Summary of significant accounting policies

(a) Basis of preparation

This financial report complies with International Financial Reporting Standards (IFRS) as adopted by the European Union.

This financial report has been prepared on a historical cost basis, except where otherwise stated. Historical cost is generally based on the fair values of the consideration given in exchange for goods and services. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, regardless of whether that price is directly observable or estimated using another valuation technique.

In addition, for financial reporting purposes, fair value measurements are categorised into Level 1, 2 or 3 based on the degree to which the inputs to the fair value measurements are observable and the significance of the inputs to the fair value measurement in its entirety, which are described as follows:

· Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date;

· Level 2 inputs are inputs, other than quoted prices included within Level 1, that are observable for the asset or liability, either directly or indirectly; and

· Level 3 inputs are unobservable inputs for the asset or liability.

For the purpose of preparing the consolidated financial statements, the Company is a for-profit entity.

(b) Statement of compliance

This general purpose financial report has been prepared in accordance with the requirements of all applicable IFRS as adopted by the European Union and related Interpretations and other authoritative pronouncements.

(c) Going concern note

The financial statements have been prepared on a going concern basis, which contemplates the continuity of normal business activity and the realisation of assets and the settlement of liabilities in the ordinary course of business.

The Group generated a loss of $9.93 million (2016: $10.89 million profit) and experienced net cash outflows from operating activities of $2.47 million (2016: $1.79 million inflow). In addition, as outlined in note 18(b) the Group is required to meet minimum exploration commitments in the next 12 months on its PSCs of approximately $9.85 million with further commitments of $18.80 million thereafter.

These conditions indicate a material uncertainty that may cast significant doubt over the Company and the Consolidated Entity's ability to continue as going concerns.

Although the Company is fully funded for its planned 2018 work programme the ability of the Company and the Consolidated Entity to continue as going concerns beyond 2018 is principally dependent upon one or more of the following:

· Negotiating a reduction in Block XX financial commitments;

· Raising additional equity;

· Securing farm-out agreements to fund operations beyond 2018.

On 19 January 2018, the Company announced a $16.8 million fundraise (gross before deduction of broker commissions and fees) through issuance of 127,420,294 shares to new institutional investors and a further 59,167,335 shares to the Company's largest shareholder (Petrovis Matad Inc) and management of the Company. The Company has therefore secured financing for its planned exploration drilling programme in 2018. The Company continues to evaluate farmout opportunities as conclusion of an agreement that meets the Company's expectations would preserve its cash and enable expansion of the work programme while sharing the risk of exploration with the farminee.

The previous financing arrangement that was announced on 8 May 2017, was terminated on 1 December 2017.

Expenditures in Block IV, by end 2017 had fully met financial obligations for the initial eight-year exploration term that ended in July 2017. An additional $5 million was committed to by the Company to obtain a two-year PSC extension, which has been granted by MRPAM and runs to July 2019. The drilling of the Wild Horse well (planned in 2018) will fully discharge the financial commitment to the end of the extended PSC term (July 2019).

Expenditures in Block V, by end 2017 were $3.3 million under the initial eight-year exploration term that ended in July 2017. An additional $2 million was committed to by the Company to obtain a two-year PSC extension, which has been granted by MRPAM and runs to July 2019. The drilling of the Snow Leopard well (planned in 2018) will fully discharge the shortfall in the initial term as well as the new financial commitment to the end of the extended PSC term (July 2019).

Expenditures in Block XX were $21.1 million below cumulative expenditure requirements at the end of 2017. Although the current term of the PSC was not due to expire until July 2018, MRPAM has granted a two-year extension to July 2020. No additional financial commitment was required for the extension and the current shortfall will carry-over to the extended period.

The Directors have prepared a cash flow forecast which indicates that the consolidated entity will have sufficient cash to meet their working capital requirements for the twelve-month period from the date of signing the financial report.

The Directors are satisfied that they will achieve successful outcomes in relation to the matters set out above and therefore the going concern basis of preparation is appropriate. The financial report has therefore been prepared on the going concern basis, which assumes continuity of normal business activities and the realisation of assets and the settlement of liabilities in the ordinary course of business.

Should the Company and the Consolidated Entity be unable to achieve the matters referred to above, there is a material uncertainty whether the Company and the Consolidated Entity will be able to continue as going concerns beyond 2018 and, therefore, whether it will realise its assets and discharge its liabilities in the normal course of business and at amounts stated in the financial report.

The financial report does not include adjustments relating to the recoverability and classification of recorded asset amounts nor to the amounts and classification of liabilities that might be necessary should the Company and the Consolidated Entity not continue as a going concern.

(d) Application of new and revised Accounting Standards

New or revised standards and interpretations that are first effective in the current reporting period

The Group has adopted all of the new, revised or amending Accounting Standards and Interpretations issued by the Australian Accounting Standards Board (AASB) that are mandatory for the current reporting period. The adoption of these Accounting Standards and Interpretations did not have any significant impact on the financial performance or position of the Group during the financial year.

Any new, revised or amending Accounting Standards or Interpretations that are not yet mandatory have not been early adopted.

New Accounting Standards for Application in Future Periods

Accounting Standards issued by the AASB that are not yet mandatorily applicable to the Group, together with an assessment of the potential impact of such pronouncements on the Group when adopted in future periods, are discussed below:

AASB 9 : Financial Instruments and associated Amending Standards (applicable to annual reporting periods beginning on or after 1 January 2018).

The Standard will be applicable retrospectively and includes revised requirements for the classification and measurement of financial instruments, revised recognition and derecognition requirements for financial instruments and simplified requirements for hedge accounting.

The key changes that may affect the Group on initial application include certain simplifications to the classification of financial assets, simplifications to the accounting of embedded derivatives, upfront accounting for expected credit loss, and the irrevocable election to recognise gains and losses on investments in equity instruments that are not held for trading in other comprehensive income. Based on preliminary analysis the directors anticipate that the adoption of AASB 9 is unlikely to have a material impact on the Group's financial instruments.

AASB 15 : Revenue from Contracts with Customers (applicable to annual reporting periods beginning on or after 1 January 2018,).

When effective, this Standard will replace the current accounting requirements applicable to revenue with a single, principles-based model. Apart from a limited number of exceptions, including leases, the new revenue model in AASB 15 will apply to all contracts with customers as well as non-monetary exchanges between entities in the same line of business to facilitate sales to customers and potential customers.

The core principle of the Standard is that an entity will recognise revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for the goods or services. To achieve this objective, AASB 15 provides the following five-step process:

· identify the contract(s) with a customer;

· identify the performance obligations in the contract(s);

· determine the transaction price;

· allocate the transaction price to the performance obligations in the contract(s); and

· recognise revenue when (or as) the performance obligations are satisfied.

The transitional provisions of this Standard permit an entity to either: restate the contracts that existed in each prior period presented per AASB 108 : Accounting Policies, Changes in Accounting Estimates and Errors (subject to certain practical expedients in AASB 15 ); or recognise the cumulative effect of retrospective application to incomplete contracts on the date of initial application. There are also enhanced disclosure requirements regarding revenue.

Although the Directors anticipate that the adoption of AASB 15 may have an impact on the Group's financial statements, it is impracticable at this stage to provide a reasonable estimate of such impact.

AASB 16 : Leases (applicable to annual reporting periods beginning on or after 1 January 2019).

When effective, this Standard will replace the current accounting requirements applicable to leases in AASB 117 : Leases and related Interpretations. AASB 16 introduces a single lessee accounting model that eliminates the requirement for leases to be classified as operating or finance leases.

 The main changes introduced by the new Standard are as follows:

· recognition of a right-of-use asset and liability for all leases (excluding short-term leases with less than 12 months of tenure and leases relating to low-value assets);

· depreciation of right-of-use assets in line with AASB 116 : Property, Plant and Equipment in profit or loss and unwinding of the liability in principal and interest components;

· inclusion of variable lease payments that depend on an index or a rate in the initial measurement of the lease liability using the index or rate at the commencement date;

· application of a practical expedient to permit a lessee to elect not to separate non-lease components and instead account for all components as a lease; and

· inclusion of additional disclosure requirements.

The transitional provisions of AASB 16 allow a lessee to either retrospectively apply the Standard to comparatives in line with AASB 108 or recognise the cumulative effect of retrospective application as an adjustment to opening equity on the date of initial application.

Although the Directors anticipate that the adoption of AASB 16 will impact the Group's financial statements, it is impracticable at this stage to provide a reasonable estimate of such impact.

(e) Basis of consolidation

The consolidated financial statements incorporate the financial statements of the Company and entities controlled by the Company and its subsidiaries. Control is achieved when the Company:

· has power over the investee;

· is exposed, or has rights, to variable returns from its involvement with the investee; and

· has the ability to use its power to affect its returns.

The Company reassesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control listed above.

The financial statements of the subsidiaries are included in the consolidated financial statements from the date that control commences until the date that control ceases.

The financial statements of subsidiaries are prepared for the same reporting period as the parent company, using consistent accounting policies. Adjustments are made to bring into line any dissimilar accounting policies that may exist.

A change in the ownership interest of a subsidiary that does not result in a loss of control is accounted for as an equity transaction.

All intercompany balances and transactions, including unrealised profits arising from intra-group transactions, have been eliminated in full. Unrealised losses are eliminated unless costs cannot be recovered.

(f) Foreign currency translation

Functional and presentation currency

Both the functional and presentation currency of Petro Matad Limited is United States Dollars (USD). The Cayman Island subsidiaries functional currency is USD. The Mongolian subsidiaries' functional currency is Mongolian Tugrugs (MNT) which is then translated to the presentation currency, USD.

Transactions and balances

Transactions in foreign currencies are initially recorded in the functional currency by applying the exchange rates ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated at the rate of exchange ruling at the reporting date.

Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rate as at the date of the initial transaction. Non-monetary items measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value was determined.

Exchange differences are recognised in profit or loss in the period in which they arise except for:

· Exchange differences on transactions entered into to hedge certain foreign currency risks; and

· Exchange differences on monetary items receivable from or payable to a foreign operation for which settlement is neither planned nor likely to occur (therefore forming part of the net investment in the foreign operation), which are recognised initially in other comprehensive income and reclassified from equity to profit or loss on disposal or partial disposal on the net investment.

Translation of subsidiaries' functional currency to presentation currency

The results of the Mongolian subsidiaries are translated into USD (presentation currency) as at the date of each transaction. Assets and liabilities are translated at exchange rates prevailing at the reporting date.

Exchange differences resulting from the translation are recognised in other comprehensive income and accumulated in the foreign currency translation reserve in equity.

On consolidation, exchange differences arising from the translation of the net investment in Mongolian subsidiaries are recognised in other comprehensive income and accumulated in the foreign currency translation reserve. If a Mongolian subsidiary was sold, the proportionate share of exchange difference would be transferred out of equity and recognised in profit and loss.

(g) Cash and cash equivalents

Cash and short-term deposits in the statement of financial position comprise cash at bank and in hand and short-term deposits with an original maturity of three months or less.

For the purposes of the statement of cash flows, cash and cash equivalents consist of cash and cash equivalents as defined above, net of outstanding bank overdrafts.

(h) Trade and other receivables

Trade receivables, which generally have 30-60 day terms, are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method, less an allowance for impairment.

Collectability of trade receivables is reviewed on an ongoing basis. An impairment provision is recognised when there is objective evidence that the Group will not be able to collect the receivable. Objective evidence of impairment includes financial difficulties of the debtor, default payments or debts more than 60 days overdue. The amount of the impairment loss is the amount by which the receivable carrying value exceeds the present value of the estimated future cash flows, discounted at the original effective interest rate.

(i) Plant and equipment

Plant and equipment is stated at historical cost less accumulated depreciation and any impairment in value.

Depreciation is calculated on a straight-line basis over the estimated useful life of the asset and is currently estimated to be an average of 6.5 years.

The assets' residual values, useful lives and amortisation methods are reviewed, and adjusted if appropriate, at each financial year end.

Derecognition

An item of property, plant and equipment is derecognised upon disposal or when no further future economic benefits are expected from its use or disposal.

(j) Financial assets

Financial assets are classified into the following category: 'held-to-maturity' investments. The classification depends on the nature and purpose of the financial assets and is determined at the time of initial recognition. All regular purchases or sales of financial assets are recognised and derecognised on a trade date basis. Regular way purchases or sales are purchases or sales of financial assets that require delivery of assets within the time frame established by regulation or convention in the marketplace.

Held-to-maturity investments

Bills of exchange and debentures with fixed or determinable payments and fixed maturity dates that the Group has the positive intent and ability to hold to maturity are classified as held-to-maturity investments. Held-to-maturity investments are measured at amortised cost using the effective interest method less any impairment.

Loan and receivables

Trade receivables, loans, and other receivables that have fixed or determinable payments that are not quoted in an active market are classified as 'loans and receivables'. Loans and receivables are measured at amortised cost using the effective interest method, less any impairment. Interest income is recognised by applying the effective interest rate, except for short-term receivables when the effect of discounting is immaterial.

(k) Inventory

Inventories are stated at the lower of cost and net realisable value. Costs of inventories are determined on a first-in-first-out basis. Net realisable value represents the estimated selling price for inventories less all estimated costs of completion and costs necessary to make the sale.

(l) Exploration and evaluation expenditure

Exploration and evaluation expenditure incurred by the Group is expensed separately for each area of interest. The Group's policy is to expense all exploration and evaluation costs funded out of its own resources.

(m) Exploration and evaluation assets

Exploration and evaluation assets arising out of business combinations are capitalised as part of deferred exploration and evaluation assets. Subsequent to acquisition exploration expenditure is expensed in accordance with the Group's accounting policy.

(n) Impairment of tangible and intangible assets other than goodwill

At each reporting date, the Group assesses whether there is any indication that tangible and intangible asset may be impaired. Where an indicator of impairment exists, the Group makes a formal estimate of recoverable amount for each asset or cash generating unit to determine the extent of the impairment loss (if any). Where the carrying amount of an asset (or cash-generating unit) exceeds its recoverable amount the asset is considered impaired and is written down to its recoverable amount.

Recoverable amount is the greater of fair value less costs to sell and value in use. It is determined for an individual asset, unless the asset's value in use cannot be estimated to be close to its fair value less costs to sell and it does not generate cash inflows that are largely independent of those from other assets or groups of assets, in which case, the recoverable amount is determined for the cash-generating unit to which the asset belongs.

In assessing value in use, the estimated future cash flows are discounted to their present value using a pre tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset.

Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the assets (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of impairment loss is treated as a revaluation increase.

Impairment review for deferred exploration and evaluation assets are carried out on a project-by-project basis, which each project representing a single cash generating unit. An impairment review is undertaken when indicators of impairment arise, typically when one of the following circumstances apply:

· Unexpected geological occurrences that render the resource uneconomic;

· Title to asset is compromised;

· Variations in prices that render the project uneconomic; or

· Variations in the currency of operation.

(o) Trade and other payables

Trade and other payables are initially recognised at fair value. After initial recognition, trade and other payables are carried at amortised cost and due to their short term nature are not discounted. They represent liabilities for goods and services provided to the Group prior to the end of the financial year that are unpaid and arise when the Group becomes obliged to make future payments in respect of the purchase of these goods and services. The amounts are unsecured and are usually paid within 30 days of recognition.

(p) Provisions

Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, and it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation.

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the end of the reporting period, taking into account the risks and uncertainties surrounding the obligation. If the effect of the time-value of money is material, provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and, where appropriate, the risks specific to the liability.

Where discounting is used, the increase in the provision due to the passage of time is recognised as a finance cost.

(q) Leases

Finance leases, which transfer to the Group substantially all the risks and benefits incidental to ownership of the leased item, are capitalised at the inception of the lease at the fair value of the leased property or, if lower, at the present value of the minimum lease payments.

Lease payments are apportioned between the finance charges and reduction of the lease liability so as to achieve a constant rate of interest on the remaining balance of the liability. Finance charges are charged directly to profit and loss.

Capitalised leased assets are depreciated over the shorter of the estimated useful life of the asset or the lease term.

Leases where the lessor retains substantially all the risks and benefits of ownership of the asset are classified as operating leases. Initial direct costs incurred in negotiating an operating lease are added to the carrying amount of the leased asset and recognised over the lease term on the same bases as the lease income.

Operating lease payments are recognised as an expense in profit or loss on a straight-line basis over the lease term.

(r) Contributed equity

Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares are shown in equity as a deduction, net of tax, from the proceeds.

(s) Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. The following specific criteria must also be met before revenue is recognised:

Interest revenue

Revenue is recognised on an accrual basis using the effective interest method.

(t) Share-based payment transactions

The Group provides to certain key management personnel share-based payments, whereby they render services in exchange for rights over shares (equity-settled transactions).

The cost of these equity-settled transactions is measured by reference to the fair value at the date at which they are granted. The fair value is determined by use of the Black Scholes model.

In determining the fair value of the equity-settled transactions, vesting conditions that are not market conditions are not taken into account.

The cost of equity-settled transactions is recognised as an expense on a straight-line basis, together with a corresponding increase in equity, over the period in which they vest.

The cumulative expense recognised for equity-settled transactions at each reporting date until the vesting date reflects:

· the extent to which the vesting period has expired; and

· the number of awards that, in the opinion of the Directors of the Group, will ultimately vest.

This opinion is formed based on the best available information at the reporting date. The impact of the revision of original estimates, if any, is recognised in profit or loss such that the cumulative expense reflects the revised estimate, with a corresponding adjustment to equity reserves.

Where the terms of an equity-settled award are modified, as a minimum, an expense is recognised as if the terms had not been modified. In addition, an expense is recognised for any increase in the value of the transaction as a result of the modification, as measured at the date of modification.

Where an equity-settled award is cancelled, it is treated as if it had vested on the date of cancellation, and any expense not yet recognised for the award is recognised immediately. However, if a new award is substituted for the cancelled award, and designated as a replacement award on the date that it is granted, the cancelled and new award are treated as if they were a modification of the original award, as described in the previous paragraph.

(u) Income tax

Current tax

Current tax is calculated by reference to the amount of income taxes payable or recoverable in respect of the taxable profit or tax loss for the year. It is calculated using tax rates and tax laws that have been enacted or substantively enacted by the reporting date. Current tax for current and prior years is recognised as a liability (or asset) to the extent that it is unpaid (or refundable).

Deferred tax

Deferred tax is accounted for using the comprehensive balance sheet liability method in respect of temporary differences arising from differences between the carrying amount of assets and liabilities and the corresponding tax base of those items.

In principle, deferred tax liabilities are recognised for all taxable temporary differences. Deferred tax assets are recognised to the extent that it is probable that sufficient taxable amounts will be available against which deductible temporary differences or unused tax losses and tax offsets can be utilised. However, deferred tax assets and liabilities are not recognised if the temporary differences giving rise to them arise from the initial recognition of assets and liabilities (other than as a result of a business combination) that affects neither taxable income nor accounting profit. Furthermore, a deferred tax liability is not recognised in relation to taxable temporary differences arising from goodwill.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the year(s) when the asset and liability giving rise to them are realised or settled, based on tax rates (and tax laws) that have been enacted or substantively enacted by reporting date. The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the consolidated Group expects, at the reporting date, to recover or settle the carrying amount of its assets and liabilities.

Deferred tax assets and liabilities are offset when they relate to income taxes levied by the same taxation authority and the Company intends to settle its current tax assets and liabilities on a net basis.

Current and deferred tax for the year

Current and deferred tax is recognised as an expense or income in the profit or loss, except when it relates to items credited or debited directly to equity/other comprehensive income, in which case the deferred tax is also recognised directly in equity/other comprehensive income, or where it arises from the initial accounting for a business combination, in which case it is taken into account in the determination of goodwill.

(v) Earnings per share

Basic earnings per share is calculated as net profit attributable to owners of the parent, adjusted to exclude any costs of servicing equity (other than dividends), divided by the weighted average number of ordinary shares, adjusted for any bonus element.

Diluted earnings per share is calculated as net profit attributable to owners of the parent, adjusted for:

· Costs of servicing equity (other than dividends);

· The after tax effect of dividends and interest associated with dilutive potential ordinary shares that have been recognised as expenses; and

· Other non-discretionary changes in revenues or expenses during the year that would result from the conversion of dilutive potential ordinary shares, divided by the weighted average number of ordinary shares and dilutive potential ordinary shares, adjusted for any bonus element.

(w) Significant accounting judgments, estimates and assumptions

In applying the Group's accounting policies management continually evaluates judgments, estimates and assumptions based on experience and other factors, including expectations of future events that may have an impact on the Group. All judgments, estimates and assumptions made are believed to be reasonable based on the most current set of circumstances available to management. Actual results may differ from the judgments, estimates and assumptions.

Any revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both the current and future periods.

The following are the most critical estimates and judgments made by management in applying the accounting policies and have the most significant effect on the amounts recognised in the financial statements.

Share-based payments

The Group measures the cost of equity-settled transactions with Directors and employees at the fair value of the equity instruments at the date at which they are granted. The fair value is determined using a Black Scholes model. One of the inputs into the valuation model is volatility of the underlying share price which is estimated on the historical share price.

Recovery of the exploration and evaluation assets

The ultimate recoupment of the exploration and evaluation assets is dependent upon successful development and commercial exploitation or alternatively the sale of the respective areas of interest at an amount at least equal to book value. At the point that it is determined that any capitalised exploration and evaluation expenditure is not recoverable, it is written off.

Going Concern

The Group assesses the going concern of the Group on a regular basis, reviewing its cash flow requirements, commitments and status of PSC requirements and funding arrangements. Refer to Note 2 (c) for further details.

3 Operating segments

Operating segments have been identified on the basis of internal reports of the Group that are regularly reviewed by the chief operating decision maker in order to allocate resources to the segments and to assess their performance.

The chief operating decision maker has been identified as the Board of Directors. On a regular basis, the Board receives financial information on a consolidated basis similar to the financial statements presented in the financial report, to manage and allocate their resources. Based on the information provided to the Board of Directors, the Group has one operating segment and geographical segment, being Mongolia; as such no separate disclosure has been provided.

4 Revenues and expenses

(a) Revenue

* On 28 April 2016, Shell which acquired BG Group, through its affiliate company issued an Exit Notice to Petro Matad's 100% owned subsidiary, Capcorp, exercising the exit option under the Farmout Agreement (FOA) dated 7 April 2015, to withdraw from Blocks IV and V Production Sharing Contracts in West/Central Mongolia. In accordance with provisions of the FOA, Shell's affiliate company was required to pay an exit payment of $10,005,303, which was received by the Company on 9 August 2016, which along with an additional $5 million received from Shell (as below) and cash calls paid by Shell's affiliate prior to their exit, accounts for the Other Income amount in 2016.

On 1 February 2017, following the withdrawal of Shell's Affiliate from Mongolia, $5 million was received from the Affiliate, which was in relation to an agreement that such amount would be paid upon receipt of Mongolian government approval for the reassignment of Blocks IV and V interests back to the Company.

(b) Employee benefits expense

Included in employee benefits expense are the following:

(c) Exploration and evaluation expenditure

Exploration and evaluation expenditure relates to the following PSCs:

(d) Other expenses

Included in other expenses are the following:

5 Income tax

Income tax recognised in the statement of profit or loss:

The prima facie income tax benefit on pre-tax accounting loss from continuing operations reconciles to the income tax expense/(benefit) in the financial statements as follows:

(i) The tax rate used in the above reconciliation is the corporate tax rate of 10% payable by Mongolian corporate entities on taxable profits up to 3 billion MNT under Mongolian tax law.

(ii) Petromatad Invest Limited and Capcorp are exempt of Mongolian corporate tax on profits derived from the sale of oil under their PSCs once production commences and are subject to Cayman Islands income tax at a rate of 0%. As a consequence, no provision for Mongolian corporate tax or Cayman Islands current tax or deferred tax has been made in the Company's accounts in relation to them.

Petro Matad Limited is subject to Isle of Man income tax at a rate of 0%. As a consequence, no provision for Isle of Man current tax or deferred tax has been made in the Company's accounts.

6 (Loss)/Earnings per share

The following reflects the loss and share data used in the total operations basic and diluted (loss)/earnings per share computations:

7 Cash and cash equivalents

Cash at bank and in hand earns interest at fixed and floating rates based on prevailing bank rates, and the fair value of the above cash and cash equivalents is $5,090,000 (2016: $6,479,000) due to the short-term nature of the instruments.

Reconciliation from the net gain/(loss) after tax to the net cash flows from operations:

Non-cash investing and financing activities

There were no non-cash investing or financing activities undertaken in the 2017 financial year or prior year, other than the exercise of Options of $0.106 million (2016: Nil).

8 Trade and other receivables

All amounts are recoverable and are not considered past due or impaired.

9 Prepayments

10 Financial assets

The Group holds term deposits with an average weighted interest rate of 6.4%. The deposits have maturity dates greater than 3 months. None of these assets had been past due or impaired at the end of the reporting period.

11 Inventory

Inventory are mainly consumables, including casing, mud and drilling materials purchased for Block XX.

12 Exploration and evaluation assets

The exploration and evaluation asset arose following the initial acquisition in February 2007 of 50% of Petromatad Invest Limited, together with acquisition on 12 November 2007 of the remaining 50% not already held by the Group, for a consideration of 23,340,000 ordinary shares credited as fully paid up and with an estimated fair value of $0.50 per share, taking into account assets and liabilities acquired on acquisition. This relates to the exploration and evaluation of PSC Block XX.

The ultimate recoupment of exploration and evaluation expenditure is dependent upon successful development and commercial exploitation or alternatively the sale of the respective areas of interest at an amount at least equal to book value.

Management have reviewed for impairment indicators on Block XX and no impairment has been noted.

13 Property, plant and equipment

Reconciliation of carrying amounts at the beginning and end of the year:

The following useful lives are used in the calculation of depreciation:

Plant and equipment - 3 to 10 years

14 Trade and other payables (current)

Trade payables are non-interest bearing and are normally settled within 60 day terms.

15 Issued capital

Movements in ordinary shares on issue:

(a) On 24 March 2017, 197,500 shares were issued to Directors and employees upon exercise of Options under the Group's Plan, with an exercise price per share of GBP0.11.

(b) On 24 March 2017, 75,000 shares were awarded to a Director upon exercise of Options under the Group's Plan, with an exercise price per share of GBP0.0788.

(c) On 24 March 2017, 16,000 shares were awarded to a Director and employees upon exercise of Options under the Group's Plan, with an exercise price per share of GBP0.1975.

(d) On 24 March 2017, 141,000 shares were awarded to employees upon exercise of options under the Group's Plan, with an exercise price per share of GBP0.0888.

(e) On 11 May 2017, the Company issued 2,151,951 commencement shares to Bergen as part of the initial closing under the Private Placement arrangement.

(f) On 11 May 2017, the Company issued 3,500,000 collateral shares to Bergen as part of the initial closing under the Private Placement arrangement.

(g) On 13 June 2017, the Company issued 9,507,963 new ordinary shares to Bergen in relation to the first tranche payment.

(h) On 18 July 2017, the Company issued 13,389,719 new ordinary shares to Bergen in relation to the second tranche payment.

(i) On 1 September 2017, the Company issued 16,784,344 new ordinary shares to Bergen in relation to the issue of a convertible note.

16 Reserves

A detailed breakdown of the reserves of the Group is as follows:

Nature and purpose of reserves

Merger reserve

The merger reserve arose from the Company's acquisition of Capcorp on 12 November 2007. This transaction is outside the scope of IFRS 3 'Business Combinations' and as such Directors have elected to use UK Accounting Standards FRS 6 'Acquisitions and Mergers'. The difference, if any, between the nominal value of the shares issued plus the fair value of any other consideration, and the nominal value of the shares received in exchange are recorded as a movement on other reserves in the consolidated financial statements.

Equity benefits reserve

The equity benefits reserve is used to record the value of Options and Conditional Share Awards provided to employees and Directors as part of their remuneration, pursuant to the Group's Long Term Equity Incentive Plan (referred to as "Plan" or "Group's Plan"). Refer to Note 17 for further details of these plans.

Foreign currency translation reserve

The foreign currency translation reserve is used to record exchange differences arising from the translation of the financial statements of foreign subsidiaries.

17 Share based payments

(a) Long Term Equity Incentive Plan ("Plan" or "Group's Plan")

The Group provides long term incentives to employees (including Executive Directors), Non-Executive Directors and consultants through the Group's Plan based on the achievement of certain performance criteria. The Plan provides for share awards in the form of Options and Conditional Share Awards. The incentives are awarded at the discretion of the Board, or in the case of Executive Directors, the Remuneration Committee of the Board, who determine the level of award and appropriate vesting, service and performance conditions taking into account market practice and the need to recruit and retain the best people.

Options may be exercised, subject only to continuing service, during such period as the Board may determine. Options have a term of 10 years.

Conditional Share Awards shall vest subject to continuing service and appropriate and challenging service and performance conditions determined by the Remuneration Committee relating to the overall performance of the Group.

Conditional Share Awards based on performance conditions will vest on achievement of the following performance conditions:

· 25% vest on the first discovery of oil on a commercial scale, estimated by management as being by 31 December 2018;

· 25% vest on the first production of oil on a commercial scale, estimated by management as being by 31 December 2020; and

· 50% vest on the Company achieving the sale of 1 million barrels of oil, estimated by management as being by 31 December 2021.

Other Conditional Share Awards have service conditions tied to employment continuity and are available for vesting in three equal annual instalments on various dates.

(b) Option pricing model

The fair value of 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.

No Options have been issued during 2016 and 2017.

The Company issued 3,900,000 warrants to Bergen Global Opportunity Fund, LP on 8 May 2017. Refer to Note 17 (h).

(c) Movement in Share Options

The weighted average fair value for all options in existence as at 31 December 2017 is 0.62 (2016: 0.51).

(d) Share Options Contractual Life

The weighted average remaining contractual life of outstanding share Options is 2.8 years (2016: 3.8 years).

(e) Conditional Share Awards pricing model

The fair value of Conditional Share Awards granted is estimated as at the date of grant using the Black Scholes model, taking into account the terms and conditions upon which the Awards were granted.

No Awards have been issued during 2016 and 2017.

(f) Movement in Conditional Share Awards

The weighted average fair value for all awards in existence as at 31 December 2017 is 0.81 (2016: 0.77)

(g) Conditional Share Awards Contractual Life

The weighted average remaining contractual life of outstanding Conditional Share Awards is 10.5 years (2016: 11.5 years).

(h) Warrants

The Company granted 3,900,000 warrants to Bergen Global Opportunity Fund, LP on 8 May 2017 as consideration for the private placement. These Warrants were valued using the Black-Scholes model with the following inputs:

Expected volatility is based on the historical share price volatility over the past 2 years.

(i) Summary of Share Based Payments

A reconciliation of all share-based payments made during the year is as follows:

18 Commitments and contingencies

(a) Operating lease commitments

Operating leases relate to premises used by the Group in its operations, generally with terms between 2 and 5 years. Some of the operating leases contain options to extend for further periods and an adjustment to bring the lease payments into line with market rates prevailing at that time. The leases do not contain an option to purchase the leased property.

Due to prepayment of rent, the Group has no commitment for office lease in Mongolia as at 31 December 2017.

(b) Exploration expenditure commitments

Petromatad Invest Limited and Capcorp have minimum spending obligations, under the terms of their PSCs on Blocks IV, V and XX with MRPAM.

The amounts set out below do not include general and administrative expenses.

(c) Contingencies

On 5 August 2016, Shell through its Affiliate company announced it would be withdrawing from Blocks IV and V in West/Central Mongolia. As part of the negotiations leading to formal Mongolian Government approval of the reassignment of interest from Shell's Affiliate to Petro Matad's Affiliate, Shell agreed to a payment of $5 million to be remitted to Petro Matad's Affiliate upon such government approval being received. A condition to the payment by Shell is that the proceeds would be repaid to Shell by Petro Matad in the event a farmout is concluded in future prior to the development of either Block IV or V. There is no certainty that such farmout will be concluded in future in which case funds would not be repaid. The $5 million payment was received on 1 February 2017.

19 Related party disclosures

The immediate parent and ultimate controlling party of the Group is Petro Matad Limited.

The consolidated financial statements include the financial statements of Petro Matad Limited and the subsidiaries listed in the following table:

Subsidiary Details

Capcorp Mongolia LLC was acquired on the 14 August 2006, on incorporation of the Company. Capcorp holds 1,000,000 ordinary shares of MNT150 each.

Petromatad Invest Limited was acquired on 12 November 2007. Petro Matad Limited and Capcorp each hold 25,000 shares of $1 each.

Central Asian Petroleum Corporation Limited was acquired on 12 November 2007. Petro Matad Limited holds 43,340,000 ordinary shares of $0.01 each.

Petro Matad LLC is 100% owned by Petromatad Invest Limited. Petromatad Invest Limited holds 15,000 ordinary shares of MNT10,000 each.

Balances and transactions between the Company and its subsidiaries, which are related parties of the Company, have been eliminated on consolidation and are not disclosed in this note.

Petrovis Matad Inc. is a major shareholder of the Company, holding approximately 28.41% of the shareholding at year end of 2017.

20 Key management personnel

(a) Details of Directors

The names of the Company's Directors, having authority and responsibility for planning, directing and controlling the activities of the Group, in office during 2016 and 2017, are as below:

The Directors were in office until the date of this report and for this entire period unless otherwise stated.

Directors

Oyungerel Janchiv Non-Executive Director

Enkhmaa Davaanyam Non-Executive Chairperson

Philip Arthur Vingoe Non-Executive Director Retired 10 March 2017

Amarzul Tuul Executive Director Stepped down 11 September 2017

John Rene Henriksen Chief Financial Officer

 Mehmed Ridvan Karpuz Chief Executive Officer Stepped down 15 October 2017

 Timothy Paul Bushell Non-Executive Director Appointed 10 March 2017

 Michael James Buck Chief Executive Officer Appointed 1 November 2017

(b) Compensation of Directors

(c) Other key management personnel transactions

There were no other key management personnel transactions during the year (2016: Nil).

21 Financial risk management objectives and policies

The Group's principal financial instruments comprise cash and short-term deposits classified as loans and receivables financial assets.

The main purpose of these financial instruments is to raise capital for the Group's operations.

The Group also has various other financial instruments such as trade debtors and trade creditors, which arise directly from its operations. It is, and has been throughout the year under review, the Group's policy that no trading in financial instruments shall be undertaken.

The main risks arising from the Group's financial instruments are interest rate risk, foreign currency risk, credit risk and liquidity risk.

The Board is responsible for identification and control of financial risks. The Board reviews and agrees policies for managing each of these risks as summarised below.

Risk Exposures and Responses

Interest rate risk

Interest rate risk is the risk that the value of a financial instrument or cash flow associated with the instrument will fluctuate due to changes in market interest rate. Interest rate risk arises from fluctuations in interest bearing financial assets and liabilities that the Group uses. Interest bearing assets comprise cash and cash equivalents which are considered to be short-term liquid assets. It is the Group's policy to settle trade payables within the credit terms allowed and the Group does therefore not incur interest on overdue balances.

The following table sets out the carrying amount of the financial instruments that are exposed to interest rate risk: