ROSE.L Regulatory News (ROSE)

Prior to publication, the information contained within this announcement was deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014 ("MAR"). With the publication of this announcement, this information is now considered to be in the public domain.

30 June 2020

Rose Petroleum plc

 ("Rose Petroleum", the "Company" or "Rose")

Final Results and notice of AGM

Rose (AIM: ROSE), the Rocky Mountain-focused oil and gas company, announces its audited results for the year ended 31 December 2019.

Highlights

2019 was a year of transformation for Rose. Milestones included:

· A changing of the Board of Directors, with four of the five current Directors added during 2019, including a new Chairman and a new CEO. New Directors have significant experience in the upstream oil and gas sector, especially as related to operations, governance, acquisitions and turnarounds. Members of the new Board have purchased over 25% of Rose's share capital in order to be fully aligned with other shareholders;

· A sharpening of focus - we are now 100% focused on responsible exploration and production ("E&P") investment in the Rocky Mountain region. The Group has closed all former subsidiaries not related to this singular focus;

· A major restructuring of the Paradox Basin asset, which reduced project lease costs while granting direct working interest ownership and an extension of multiple lease terms;

· The creation of a technology-led acquisition process designed to rapidly assess and acquire distressed E&P assets;

· The announcement of a potential acquisition of the McCoy lease, a working interest in a two-mile horizontal redevelopment project operated by one of the most active industry participants in the DJ Basin;

· The potential addition of further interests through acquisition, farm-in agreements or joint venture arrangements;

· The redoubling of ESG efforts, including the broadening of Board level talent and corporate governance compliance;

· The leveraging of partnerships (such as the U.S. Department of Energy, experienced operators in the DJ Basin and private equity investors); and

· Tight financial control and cash conservation efforts.

In light of the significant changes above, the Board has proposed a name change and rebranding of the Company. Subject to shareholder approval at the Company's 2020 Annual General Meeting, the Board intends to change the name of the Company to Zephyr Energy plc.

Rick Grant, Non-Executive Chairman, said:

"2019 was a transformative year for Rose. The Company is now positioned as a clean, low-overhead, unlevered and value-focused vehicle from which to build. I believe we have the team, strategy and value set to deliver on all of our ambitious objectives, and I look forward to the future with cautious optimism."

Annual report and notice of Annual General Meeting

The Company also announces that its Annual General Meeting of shareholders ("AGM") will be held at 2 p.m. on 29 July 2020.

Currently, shareholders are strongly advised to not attend the annual general meeting given the Stay at Home Measures currently in force to limit the spread of COVID-19. Shareholders who do seek to attend the general meeting will not be admitted to the meeting. Shareholders are strongly urged to vote by proxy in advance of the deadline by completing their form of proxy in accordance with the instructions and further details are set out in the form of proxy.

The Board understands that beyond voting on the formal business of the meeting, the general meeting also serves as a forum for Shareholders to raise questions and comments to the Board. Therefore, if Shareholders do have any questions or comments relating to the business of the meeting that they would like to ask the Board then they are asked to submit those questions in writing via email to chris.eadie@rosepetroleum.com no later than 2 p.m. on 27 June 2020. The Board will publish a summary of any questions received which are of common interest, together with a written response on the Company's website as soon as practicable after the conclusion of the annual general meeting. Only questions from registered Shareholders of the Company will be accepted.

A copy of the Company's annual report and accounts, which include the notice of AGM, will be available on its website, www.rosepetroleum.com, shortly and will be sent to Shareholders later today.

Broker change

The Company also announces that with effect from today, Turner Pope Investments Limited is now the Company's sole broker.

Extracts from the Annual Report are set out below.

Chairman's Statement

During these very challenging times, I would first of all like to reiterate that the primary concern of the Company's Board of Directors ("Board") is the safety of all the Group's stakeholders and employees. We truly hope for good health for all.

While the period under review was dominated by a restructuring of the Group, our more recent focus, as a result of the current global turmoil, has been to protect the Group, safeguard its existing asset base and position it for attractive growth opportunities that we expect will arise from the current environment. As part of this process, we have implemented comprehensive cost reductions which will enable the Group to continue trading effectively. With the continued financial support of our brokers and major Shareholder we can now focus our efforts and attention on implementing our growth strategy.

The Group has no debt, very low fixed costs and no near-term capital commitments, and it is my firm belief that the Group is now well positioned for the future despite the tremendous economic and financial shockwaves caused by the dual impact of the coronavirus pandemic and the oil price volatility.

These factors have already inflicted considerable distress to the U.S. natural resource landscape, but I also believe this distress has created significant opportunity for the Group, as demonstrated by numerous Chapter 11 filings, increased asset sale activity and more attractive valuation entry points. Even in this challenging environment we believe that attractive, value-additive acquisitions exist. A disciplined focus on cash generation, sustainable and responsible growth, and value to Shareholders will be central to our decision-making.

The key objectives of the Group restructuring were to augment the Board with highly experienced individuals, to reduce the Group's operational cost base, and to define and implement a new strategy to ensure the Group is optimally positioned for success.

The restructuring resulted in the closure of subsidiaries related to legacy ventures in Cuba, Mexico, Germany and the U.S.A. We also conducted an overhaul of our existing asset in the Paradox Basin (the "Paradox", "Paradox acreage" or "Paradox project") in order to reposition the asset in such a way as to maximise value for Shareholders over the medium to longer term.

In September 2019, we unveiled the Group's new strategy, which in addition to developing the Paradox project, focuses solely on the upstream sector in the Rocky Mountain region of the U.S.A., an area with a significant number of production and development acquisition opportunities of a scale suited to our strengths and size. Our goal is to produce a tight, cost-effective path to near-term cash flow, and we are well underway with efforts to execute this strategy.

In November 2019, the Group announced that it had negotiated an option to acquire a working interest in the 317-acre McCoy lease located in the Denver-Julesburg Basin ("DJ Basin") in Weld County, Colorado, U.S.A. ("McCoy" or "McCoy acquisition"). The option has since been extended through to the end of December 2020 at no cost to the Group.

The DJ Basin is a world-class, liquids-rich resource play with over 4,000 horizontal wells drilled to date. There is significant infrastructure in place with available capacity and ready access to service providers and contractors. The Group's management team, together with that of our operating partner, has significant experience delivering production from horizontal development in close proximity to the McCoy project. The McCoy project is a low-risk development opportunity and the Board believes that it would complement and balance the Paradox project in the Group's portfolio. Although commodity prices in the spring of 2020 did not support the development of the McCoy project as originally envisaged, rapidly falling capex costs combined with a stabilised oil price will prove beneficial to the development of the project. We believe Great Western Petroleum, the operator of the project, will elect to move forward with drilling in the coming months, and the Group will likely seek to maximise its participation in the project if the economics are supportive and appropriate funding can be secured.

In addition, the Board believes the current market turmoil should deliver multiple attractive investment opportunities within our area of focus, and we are working with both industry and financial partners to identify high value targets which might be added to our portfolio. 

Since the last Annual Report, we have made further changes to the structure of the Group's Board to ensure we have the team necessary to deliver our new strategy.

In September 2019, Colin Harrington became the Group's full time Chief Executive Officer at which point I moved to the position of non-executive Chairman.

In addition, the Group appointed two new independent non-executive Directors to the Board, and Matthew Idiens stepped down from the Board in August 2019.

Tom Reynolds was appointed as a Director in April 2019. Tom is a Chartered Engineer with over twenty-five years' experience in the energy sector and specialises in strategic planning, investment management and cross-border merger and acquisition transactions in the oil and gas, energy and infrastructure sectors.

Gordon Stein joined the Board in September 2019. Gordon has over 26 years of international experience in the oil and gas sector and has a significant track record of working with AIM quoted natural resources businesses. Gordon's financial experience and long-standing relationships in the sector will be invaluable over the coming months as the Group completes its transformation into a geographically-focused upstream participant. As part of the Group's intention to bolster its governance framework, Gordon has taken on the roles of Chairman of the Audit and Remuneration Committees.

I have been delighted by the dynamism and cohesiveness of the new Board and I believe we now have a Board structure that meets all our key criteria:

· longstanding relationships and expertise in the geographical areas of focus (DJ Basin and the wider Rockies area);

· significant experience with company turnarounds and special situations (with multiple successful exits);

· successful track record of building and managing both small and large cap companies;

· a Board that is aligned with our Shareholders (the Board's combined shareholding is over 25% of the Company's issued share capital);

· access to capital and proven fundraising ability (including non-traditional funding sources); and

· a strong background in ESG and corporate governance adherence.

Following the comprehensive restructuring and refocusing of the Group over the period, the Board has also used this period of transition to kick off the rebranding and repositioning of the Group.

Not only has the Group changed its management team, strategy and restructured its existing asset base, it has also undergone a fundamental process of reviewing the Group's objectives and values in order to define how the Group wishes to operate in the future.

I will ensure that the Group puts its corporate and social responsibilities at the heart of everything it does, and we will be committing to benchmark ourselves against the highest Environmental, Social and Governance ("ESG") standards. As part of this effort, we are highly focused on (i) broadening partnerships within the local communities in which we work, (ii) evaluating our larger impact on the environment and (iii) more actively supporting organisations involved with land conservation and /or restoration of grasslands and wetlands in the areas in which we work. Over the coming weeks, the Group will complete the development of an operational framework which will be used to achieve this and which will be announced in due course.

As part of this rebranding, we are proposing to change the Group's name to Zephyr Energy plc ("Zephyr") and Shareholders will be asked to approve this name change at the forthcoming Annual General Meeting.

I want Zephyr to be a group of which all its stakeholders can be proud, one focused on delivering strong economic returns as well as being a responsible steward of its surrounding environment. I want Zephyr to stand for excellence not only in its operations but also in its pursuit of responsible growth.

Rose is now positioned as a clean, low-overhead, unlevered and value-focused vehicle from which to build. I believe we have the team, strategy and value set to deliver on all of our ambitious objectives, and I look forward to the future with cautious optimism.

We continue to follow the most up-to-date Government advice in respect of COVID-19. To date, thankfully, the Group's activities have continued in line with plans and the impact of the virus has been minimal on existing operations. We will continue to monitor the situation very closely.

Finally, I want to thank our Shareholders, employees and advisers for their continued support - we welcome and take seriously the opportunity to grow the value of your investment alongside ours.

RL Grant

29 June 2020

Strategic report

The Directors present their Strategic Report on the Group for the year ended 31 December 2019.

Rose Petroleum plc is an Oil & Gas ("O&G") exploration company. The key objective is to deliver sustainable Shareholder returns through responsible development of its existing assets and through future acquisitions.

To achieve this objective, the Group has prioritised:

· building a Board consisting of professionals with significant experience in the O&G sector, with a particular focus on operations, development, governance, finance, merger and acquisition ("M&A") and turnaround experience;

· a sharpening of focus - we are 100% focused on responsible Exploration and Production ("E&P") investment in the Rocky Mountain region;

· the redoubling ESG efforts, including broadening board level talent and corporate governance compliance;

· the building of a technology led acquisition process designed to rapidly assess and acquire distressed E&P assets, guided by a focus on geologically advantaged locations;

· the optimisation of the existing asset base (including a major Paradox restructuring);

· the leveraging of partnerships (such as the U.S. Department of Energy, experienced operators in the DJ Basin, and private equity investors);

· the potential addition of further interests through acquisition, farm-in agreements or joint venture arrangements; and

· tight financial control and cash conservation.

Background

Since I joined as Chairman just over twelve months ago, I have worked with the team to restructure the Group and transform the existing asset base, both in my capacity as a Director and also as the Group's major Shareholder. We have implemented a new strategy to diversify the Group through acquisition in order to deliver near-term value for the Group's Shareholders. 

While the impacts of both coronavirus and the prevailing market price of oil are undoubtedly having a significant effect on our operating landscape, I remain confident that the recent restructuring and clear forward vision have positioned the Group for future growth and profitability.

This new strategy, as outlined in the Chairman's Statement, focuses solely on the upstream sector in the Rocky Mountain region of the U.S.A., a region in which the team has had past success and which offers a plethora of opportunities for the Group.

In light of the opportunities presented by the current market and economic conditions, and as a direct result of the considerable experience of the new Board in operating in the new area of geographical focus, the Group is moving forward with its efforts to deliver a more balanced portfolio of production, development and exploration assets.

Over the coming months, the Group will continue to be focused on two fronts:

· the acquisition of additional near-term, low risk production and development projects in the states of Colorado, Utah and Wyoming; and

· the creation of longer-term value from the Group's high potential appraisal project in the Paradox Basin.

Acquisition Rationale and Criteria

The Board believes that strong financial returns can be generated from the highly fragmented smaller end of the U.S.A. oil exploration and production sector, and we have restructured the Group so that it can be a stable public growth vehicle targeting this part of the market. The Board also believes that the construction of a balanced portfolio, exhibiting both free cash flow and long-term development opportunities, is core to successful growth. The Board's vision for a balanced portfolio includes:

· production assets acquired at compelling valuations;

· near-term, lower-risk yet highly economic development opportunities located in core acreage positions in established basins. In particular, we will target infill horizontal development drilling opportunities in basins long established through vertical production; and

· longer-term, high-potential appraisal and exploration projects designed to add significant scale, such as the current opportunity in the Paradox.

The Board believes that the Group already has significant long-term appraisal and exploration exposure through its restructured Paradox Basin asset, and as such will concentrate Group acquisition efforts on near-term development and production opportunities. As part of this process, the Board has implemented the following high-level methodology for screening potential acquisitions based on the following factors, and all acquisitions will need to be consistent with the criteria listed below:

In addition to this screening criteria, and in an effort to build increased predictability, accuracy and efficiency into our project screening and valuation process, management has developed a series of proprietary tools for use in evaluating assets in our region of focus. 

Led by the Group's technical team, and building from datasets compiled by independent analytics providers, we are creating a comprehensive geological basin model which allows the Group to quickly review and rank operators, locations and wells in order to focus on targets perceived as having the highest value. This technology-led strategy has already proven useful, both as a deal identification and rapid screening tool, and in demonstrating the value which the Group brings to potential investor and industry partnerships. It is an initiative that will add significant value to the Group as we move forward.

The Board also believes that this technology-led approach gives the Group an advantage over other local market participants, and we have already seen the benefits while appraising new opportunities. Our technological edge, combined with the network and experience of the Board, has allowed us to find and screen many potential investment opportunities in a highly efficient manner. Our combined technology and relationship approach is encompassed within the proposed investment in the McCoy project, announced in November 2019.

Proposed McCoy Acquisition

In November 2019, the Group announced that it had entered into a Letter of Intent ("LOI") with Captiva Energy Holdings II, LLC ("CEH") for the proposed acquisition of an initial 10% of CEH's 89.5% net working interest in the 317-acre McCoy lease located in the Denver-Julesburg Basin ("DJ Basin") in Weld County, Colorado, U.S.A.

In addition, the Group has an option to acquire, at its sole discretion, up to a further 80% of CEH's 89.5% working interest in the McCoy lease ("Option"). This Option will expire at the end of December 2020.

The Board believes that the proposed McCoy acquisition will provide the Group with near-term, low-risk horizontal development drilling exposure in the prolific Niobrara shale play, and on acreage contiguous to other major DJ Basin operators including Occidental Petroleum Corporation, Great Western Operating Company LLC, (a subsidiary of Great Western Petroleum), and Crestone Peak Resources. The DJ Basin is a mature oil basin currently undergoing a resurgence as vertical production is replaced with successful one and two-mile horizontal well developments. The McCoy lease is located in an active part of the DJ Basin and a horizontal redevelopment of the existing productive lease is proposed, with a forecast commencement date in the first half of 2021, for an initial 12 well drilling programme with two-mile long laterals.

The McCoy acquisition has multiple commercial benefits for the Group:

· a low risk development opportunity alongside Great Western Petroleum, one of the most active developers in the DJ Basin, and one with a long track record of successful horizontal development in the immediate area;

· near-term production programme proposed, with drilling anticipated in the first half of 2021; and 

· optionality to acquire up to a further 80% of CEH's working interest in the McCoy lease at the Group's sole discretion.

The acquisition will give the Group access to prime acreage within the prolific DJ Basin Niobrara shale play with optionality to significantly increase its working interest position. It also marks the beginning of a partner relationship with CEH and its operating affiliate Captiva Energy Partners ("CEP"). This partnership will provide further deal flow, access to proven competence and a wealth of experience in the Rocky Mountain region. The deal fits well with the stated strategy of the Group, targeting low-risk, low-entry cost acquisitions which can deliver near-term production to balance the Group's asset portfolio currently comprised of the longer-term Paradox Basin appraisal asset.

CEP is managed by Paul Onsager and Bill Hayworth, two professional engineers, each with more than 30 years' domestic U.S.A. and international oil and gas industry experience, with the last five years focused almost exclusively on the DJ Basin. Since founding CEP in 2016, the team executed a successful horizontal development on farm-out acreage from Anadarko, sold a horizontal development to Great Western Petroleum and purchased CEH's interest in the McCoy lease from Vanguard Natural Resources. Prior to CEP, Paul and Bill led a DJ Basin horizontal development programme for a Colorado-based private equity backed oil and gas firm. Paul was VP Operations for the Rockies Asset team at Pioneer Natural Resources, former VP for Reservoir Engineering at Norwest Corp and former Reservoir Engineering team leader at the U.S. Bureau of Land Management. Bill is the former President of PRB / Black Raven Energy and the former VP of Operations at Intoil (both Rocky Mountain-focused oil companies), and he has held senior engineering and operations roles at Unit Corporation, Patrick Petroleum and Phillips Petroleum. Both Bill and Paul are registered Professional Engineers in the State of Colorado.

Due to the economic crises related to coronavirus and the associated downturn in the oil price since the Group signed the McCoy deal, the McCoy project was not drilled in the first half of 2020 as originally planned. However, the Board has been able to extend the Group's Option to proceed with the acquisition until the end of December 2020. This is expected to give time for a recovery in the oil price and in market sentiment. In addition, capital costs to drill two-mile wells in the DJ Basin have been reduced by over 30% over the last three months, significantly lowering break even prices on horizontal developments. The Group believes that in the current market with lowered capital costs, the breakeven oil price at McCoy will be below US$30 per barrel of oil equivalent ("BOE").

Subsequent Milestones

In February, the Group announced that several key milestones in the acquisition process had been reached.

Firstly, CEH executed a lease amendment with Weld County Land Investors, Inc. ("WCLI"), the lessor of the McCoy lease, which allows for the pooling of the underlying Niobrara and Codell reservoirs in relation to a potential two-mile horizontal well development across the McCoy lease.

Secondly, on a related front, CEH elected to support Great Western Petroleum's 1,280-acre Drilling Spacing Unit ("DSU") permit application (covering Sections 33 and 34, Township 4 North, Range 68 West, 6th P.M.) for a two-mile horizontal development which will include the McCoy lease. Great Western Petroleum has submitted permit applications for 26 two-mile horizontal wells to be drilled from the Margil pad in Section 34 and, if drilled, these wells will extend through the McCoy lease.

The Group now anticipates the drilling of 12 of the two-mile long horizontal wells (the "Initial Drilling Programme") taking place in the first half of 2021, subject to approval of Great Western Petroleum's permit applications, funding and general economic conditions.

Under this development plan, CEH and Great Western Petroleum will each hold a working interest in the proposed DSU in proportion to its respective net acreage position. Great Western Petroleum will be the operator of the DSU and will own a majority of the working interest.

CEH'S McCoy lease will hold an approximate 22.2% working interest in the DSU, and as such, the Group's proposed initial acquisition of 10% of CEH's working interest in the McCoy lease will result in it holding an approximate 2.22% working interest in the DSU, rising to a maximum approximate 20% working interest should the Group's option to acquire up to a further 80% of CEH's working interest in the DSU be exercised in full.

The Board considers the completion of the lease amendment and confirmation of CEH's participation in the DSU to be highly positive steps towards completion of the Group's acquisition. The Group's proposed participation in the McCoy lease project is an important part of the Group's strategy of building a balanced asset portfolio in the U.S.A. Rocky Mountain region.

CEH's work to make the McCoy lease applicable for inclusion into a two-mile development by Great Western Petroleum will enable McCoy working interest owners to share in the resurgence seen across the DJ Basin as vertical production is replaced with one and two-mile horizontal well developments. In addition, Great Western Petroleum has significant horizontal drilling and operations expertise within the immediate area surrounding the DSU, and as such the Board believes their participation will help to ensure the successful development of the initial drilling programme.

Great Western Operating Company LLC is a subsidiary of Great Western Petroleum, one of the leading private operators in the DJ Basin with existing gross production of over 50,000 barrels of oil equivalent per day ("BOEPD"). The company is a top 100 operator in the United States and the sixth largest producer in the DJ Basin's Wattenberg Field, having drilled and operated more than 600 wells in the region.

The Group is also pleased that CEH agreed to extend the Group's Option exercise period to 31 December 2020 while the acquisition is completed and preparations for the initial drilling programme are finalised. Under the terms of the LOI, in addition to the initial 10% acquisition, the Group received the Option, originally valid until 28 February 2020 and extendable at the sole discretion of CEH, to acquire up to a further 80% of CEH's interest in the McCoy leasehold (excluding ownership of the existing vertical wellbores). The Option is subject to the Group demonstrating sufficient means to fund its share of the related McCoy development CAPEX budget for any additional working interest acquired.

The Group is in substantive discussions with third parties, including potential joint-venture and industry partners, with respect to securing the necessary funding to enable it to exercise the Option should it so choose.

Key Terms of the McCoy Acquisition

The consideration payable by the Group to CEH for its initial investment in the McCoy project (the "Initial Tranche") will be calculated based on CEH's pro-rata portion of all back costs (including acquisition and development costs) associated with the Initial Tranche. CEH's back costs to-date have been US$2.7 million, so the pro-rata portion net to the Group's interest is US$0.3 million (approximately £0.2 million) (the "Consideration"). The Consideration will be satisfied by the issue of new ordinary shares in Rose Petroleum plc to CEH, priced at 1.32 pence per share (being calculated as a 20% premium to the most recent Placing share price).

During the Option period, the Group can acquire any percentage that it chooses, in several tranches and at its sole discretion up to a further 80% of CEH's working interest in the McCoy lease. The price for these subsequent tranches in the lease will be calculated on the same basis as the Initial Tranche (linked directly to pro-rata back costs, adjusted to reflect any subsequent development costs incurred by CEH) and will also be payable in new ordinary shares in Rose Petroleum plc. The number of shares to be issued for exercising the Option will be determined by the 60-day volume weighted average price of ordinary shares on the date the Option is exercised divided into the pro-rata back costs.

In addition, the Group will also carry CEH to an equivalent 11.1% of Rose's CAPEX on the first 20 wells drilled on the McCoy lease (the "Carry"). If the Group exercises its Option so that it acquires a 50% working interest or greater in the McCoy lease, it will also be responsible for CEH's proportionate share of the plugging and abandonment costs of the five existing vertical wellbores prior to horizontal redevelopment, which it is currently estimated would cost in the region of US$250,000.

Paradox Project, Utah

Another key priority for the period under review was to complete a major restructuring of the Group's Paradox project.

Background

A full review of the Paradox project was undertaken by the new management team, including a detailed look at the historical activity carried out on the project and the farm-in process. The team also reviewed the timeframe and plan for spudding the first project well in line with the expectations of the U.S. Bureau of Land Management ("BLM"), who continue to support the development of the project as soon as commercially possible and in spite of the very challenging market conditions. 

The clear conclusion from this review was that the scale and potential of the project are of sufficient magnitude to justify the Group's ongoing involvement in the project. The review also concluded that with more favourable positioning and better market conditions, investment from industry and financial partners will be achievable. Furthermore, the review illustrated the need to balance the overall scale of the project with the current market backdrop, timing obligations to the BLM and ongoing holding costs of the significantly sized acreage package.

On the basis of all of these factors, the Board elected to pursue a strategy for the project which included:

· focusing on the most attractive acreage (as identified by the 3D seismic acquisition undertaken by the Group);

· releasing acreage that the Group believed to be non-prospective or on too short a lease to merit further exploration work and/or expenditure; and

· actively acquiring further contiguous acreage in areas the Board considers to have the greatest potential.

Following this review, the Group entered into discussions with its joint venture partner, Rockies Standard Oil Corporation ("RSOC") to restructure the joint venture in order that the project might be positioned and developed in line with this new strategy.

New Agreement

Following a period of renegotiation, in October 2019 the Group announced that it had negotiated a new agreement (the "Agreement") with RSOC.

The Agreement, which superseded all previous arrangements with RSOC, enabled the Group to gain an immediate 75% working interest ownership and operatorship of key acreage, replacing the earn-in structure in the original agreement with RSOC. The Agreement has resulted in a significant reduction in the Group's annual lease costs and allows further time to develop and market the project, while maintaining a highly valuable acreage position that is drill-ready.

Under the terms of the Agreement, the Group will initially focus on the high quality 12,920-acre position of which 5,240 acres have a nine-year lease term remaining (and a 12.75% royalty) and the residual 7,680 acres have a two-year lease extension subject to regulatory approval (and a 20% royalty). These leases are almost entirely covered by the 3D seismic data previously obtained and contain 21 drilling targets from the base case development, including the fully permitted GV22-1 drill location. The gross Estimated Ultimate Recovery ("EUR") from each of the wells targeting the Cane Creek reservoir zone is estimated to be 0.85 million barrels of oil equivalent ("mmboe"). 

Based on the 2018 Competent Person's Report ("CPR") methodology, as applied by Gaffney Cline and Associates ("GCA"), the 12,920 acres contain estimated 2C contingent recoverable resources of 8.3 mmboe net to the Group.

The resource and valuation metrics do not include the additional exploration potential contained within a further five stacked, high-graded prospective zones on the acreage. Successful efforts in these zones may create a multi-zone play which could add substantial further value through resource addition and from development cost optimisations.

In return for this restructuring, the Group maintains the obligation from the original earn-in agreement to carry RSOC for a 25% working interest on the first well drilled on the project (expected to be circa US$1.9 million). The Group has also agreed to carry RSOC for a 25% working interest for the acquisition of specific targeted leases in and around the core acreage area, in aggregate, up to a total of US$0.5 million, but it is the current view of both the Group and RSOC that the final figure will be considerably lower and any payments would be incurred over an extended period of time. If the Group does not drill its first project well within a five-year period, all leases, with the exception of the 5,240 leases with nine-year lease terms, will be assigned back to RSOC. 

Further, the Group has terminated its remaining farm-in rights over less prospective acreage and has reassigned those rights back to RSOC. This re-assignment is consistent with the Group's intent to focus its efforts on the area covered by the existing 3D seismic data.

Subsequent Updates

After the Group's announcement on 14 October 2019, the Group has worked with RSOC and the appropriate regulatory bodies to finalise the restructuring of the project. As part of this process, the Group and RSOC agreed to voluntarily terminate the original Federal Unit Agreement (the Gunnison Valley Unit ("GVU")). Subsequently, with the GVU agreement terminated and pursuant to U.S.A. Federal Oil and Gas Regulation 43 CFR 3107.4, the Group announced that a subset of leases located within the project core have been extended for a further two years and added back into the Group's portfolio of leases.

The extension of these further leases, together with the new RSOC Agreement, enables the Group to refocus on a core acreage position of circa 19,900 acres which contains estimated net 2C Contingent Recoverable Resources of circa 9 mmboe associated with 22 drilling targets in the Cane Creek reservoir. The Group also recognises further exploration potential in 5 shallower reservoir targets which could add further value to the project over time. 

With the project restructuring completed and the land position now clarified, the Group plans to recommence the farm-out process for the project in the near term.

DOE Partnership and Grant

A key part of maximising the value of the Paradox asset is to increase the understanding and visibility of the Paradox Basin to a broader group of market participants. As such, the Group was pleased to announce during the period that, subject to contract, grant funding to the Group from the U.S. Department of Energy (the "DOE") and the University of Utah is potentially available to the Group. The overall study relates to "Improving Production in Utah's Emerging Northern Paradox Unconventional Oil Play" and raising the profile of the northern Paradox Basin. The focus of the grant funding is to fully characterise, quantify and interpret the geological, structural, and geomechanical settings of the northern Paradox oil play in order to optimise production processes. 

As part of this effort, the DOE project team is planning to drill a vertical stratigraphic well in 2020 to gather data to improve the understanding of the play. The well will target the Cane Creek and potentially the C18/19 reservoirs, acquiring both core data and a comprehensive well log suite in order to provide a highly valuable new data point in the basin. The location of the well has yet to be finalised.

The final amount of the grant funding is still to be agreed. The Company will keep Shareholders fully updated on progress.

FINANCIAL REVIEW

The Group reports a net loss after tax from continuing operations of US$3.0 million or a loss of 1.74 cents per share for the year ended 31 December 2019 (2018: net loss after tax from continuing operations of US$1.0 million or 0.74 cents per share). Administrative costs for the year of US$1.8 million were slightly higher than those in the prior year (2018: US$1.6 million) primarily due to the costs of the Group restructuring. The impact of the current cost reduction programme will be reflected in the annual results for the year ended 31 December 2020.

The Company has made loans to its subsidiary entities which are denominated in sterling. Foreign exchange losses on the restatement of these loans at 31 December 2019 were US$0.8 million (2018: gain of US$1.1 million). These unrealised losses have a significant impact on the total Group net loss after tax when compared to the prior year.

Balance Sheet

Total investment in the Group's intangible exploration and evaluation assets at 31 December 2019 was US$13.5 million (2018: US$13.1 million) reflecting continuing investment in the Paradox project.

Cash and cash equivalents at 31 December 2019 were US$1.1 million (2018: US$0.6 million). During the period, the Company raised gross proceeds of US$2.0 million (2018: US$1.3 million) through the placing of new ordinary shares in the Company.

During the period the Group disposed of its residual minority shareholdings in Encore Energy Corporation and Magellan Gold Corporation. These shareholdings were consideration received from the disposal of the Group's legacy mining assets.

Going Concern

The Directors have prepared cash flow forecasts for the Group for the period to 30 June 2021 based on their assessment of both the discretionary and the non-discretionary cash requirements of the Group during this period. These cash flow forecasts include its normal operating costs for operations together with all committed development expenditure.

Whilst the Board remains confident that the Group will be able to secure the required funding through equity issue or other financial instruments to support its ongoing activities, the Company does not currently have sufficient funding in place to enable it to meet is financial liabilities for the next twelve months. Whilst the Board is confident of securing necessary funding to meet its liabilities, there can also be no certainty over the timing of this funding or the extent of cash flows arising from the Group's exploration activities. There is therefore material uncertainty arising in the event that satisfactory funding cannot be raised.

However, based on the prepared cash forecasts, the Group's current cash position and the Board's ongoing discussions with its major Shareholders and brokers, the Directors are confident that the Group has, or has access to, sufficient resources to enable it to continue in operation for at least the next twelve months.

The Directors therefore continue to adopt the going concern basis in preparing the consolidated financial statements. The financial statements do not include any adjustment that would result from the basis of preparation being inappropriate.

JC Harrington

Chief Executive Officer

29 June 2020

CONSOLIDATED INCOME STATEMENTFor the year ended 31 December 2019

CONSOLIDATED BALANCE SHEETAs at 31 December 2019

CONSOLIDATED STATEMENT OF CHANGES IN EQUITYFor the year ended 31 December 2019

CONSOLIDATED CASH FLOW STATEMENTFor the year ended 31 December 2019

NOTES TO THE FINANCIAL STATEMENTS

For the year ended 31 December 2019

The figures for the years ended 31 December 2019 and 2018 do not constitute statutory accounts within the meaning of Section 434 of the Companies Act 2006. The figures for the year ended 31 December 2019 have been extracted from the statutory accounts for that year on which the auditor has issued an unqualified audit report containing a material uncertainty in relation to going concern paragraph which have yet to be delivered to the Registrar of Companies. The figures for the year ended 31 December 2018 have been extracted from the statutory accounts for that year which have been delivered to the Registrar of Companies and on which the auditor has issued an unqualified audit report. No statement has been made by the auditor under Section 498(2) or (3) of the Companies Act 2006 in respect of either of these sets of accounts. This announcement was approved by the board of directors on 29 June 2020 and authorised for issue on 30 June 2020.

The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards adopted by the International Accounting Standards Board ('IASB') and interpretations issued by the International Financial Reporting Interpretations Committee of the IASB (together 'IFRS') as endorsed by the European Union. The information in this preliminary statement has been extracted from the audited financial statements for the year ended 31 December 2019 and as such, does not contain all the information required to be disclosed in the financial statements prepared in accordance with the International Financial Reporting Standards ('IFRS').

1. CORPORATE INFORMATION

Rose Petroleum plc (the "Company" and, together with its subsidiaries, the "Group") is domiciled and incorporated in the United Kingdom under the Companies Act 2006 and is limited by shares. The address of the registered office is 20-22 Wenlock Road, London, N1 7GU.

The nature of the Group's operations and its principal activity is the exploration and development of O&G resources.

2. ADOPTION OF NEW AND REVISED STANDARDS

STANDARDS ADOPTED DURING THE YEAR

The Group has adopted all of the new or amended Accounting Standards and interpretations issued by the International Accounting Standards Board ("IASB") that are mandatory and relevant to the Group's activities for the current reporting period.

 IFRS 16 - Leases

The Group adopted IFRS 16 Leases with effect from 1 January 2019. The Group assessed the impact that initial application of IFRS 16 will have on its consolidated financial statements, as described below.

IFRS 16 eliminates the classification of leases as either operating or finance leases and introduces a single accounting model requiring lessees to recognise assets and liabilities for all leases unless the underlying asset has a low value or the lease term is twelve months or less. Lessees are required to recognise on the balance sheet right-of-use assets which represent the right to use underlying assets during the lease term and a lease liability representing the minimum lease payments for all leases.

Previously, the Group recognised operating lease expense on a straight-line basis over the term of the lease, and recognised assets and liabilities only to the extent that there was timing difference between actual lease payments and the expense recognised.

The Group has now recognised new assets and liabilities in respect of its leases of office facilities in the UK and U.S.A. The nature of the expense related to those leases will now change because the Group will recognise a depreciation charge for right-of-use assets and an interest expense on lease liabilities.

The Group has applied the modified retrospective approach. The cumulative effect of adopting IFRS 16 has not been recognised as an adjustment to the opening balance of retained earnings at 1 January 2019 on the basis that it is considered to be immaterial. In accordance with the modified retrospective approach, there has been no restatement of comparative information. The adoption of IFRS 16 has increased both non-current assets and total liabilities at 31 December 2019 by US$0.06 million (2018: US$0.04 million) but has not had a material impact on the overall result for the year in the income statement.

The Group has applied the recognition exemption for short-term leases which end within twelve months of the date of initial application, and have accounted for these as an operating expense on a straight-line basis over the term of the lease.

The Group applied the practical expedient to grandfather the definition of a lease on transition, applying IFRS 16 to all contracts entered into before 1 January 2019 and identified as leases in accordance with IAS 17 and IFRIC 4.

A number of other new standards are also effective from 1 January 2019, but they do not have a material effect on the Group's financial statements.

· Amendments to IAS 19 - Employee benefits

· IFRIC 23 - Uncertainty over income tax treatments

· Amendments to IAS 28 - Long-term interests in associates and joint ventures

· Amendments to IFRS 9 - Prepayment features with negative compensation

· Amendments resulting from annual improvements to IFRS Standards 2015-2017

· Amendments to references to conceptual framework in IFRS Standards

STANDARDS ISSUED BUT NOT YET EFFECTIVE

Any new or amended Accounting Standards or interpretations that are not yet mandatory (and in some cases, had not yet been adopted by the EU) have not been early adopted by the Group for the year ended 31 December 2019. They are as follows:

· Amendments to IFRS 3 - Definition of a business

· Amendments to IAS 1 and IAS 8 - Definition of material

· Amendments to IAS 1 - Classification of liabilities as current or non-current

 The Directors do not expect that the adoption of these Standards or Interpretations in future periods will have a material impact on the financial statements of the Company or the Group.

3. SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PREPARATION

The financial statements have been prepared and approved by the Directors in accordance with International Financial Reporting Standards as adopted by the EU ("Adopted IFRSs").

The financial statements have been prepared on the historical cost basis, other than certain financial assets and liabilities which are stated at their fair value. Historical cost is generally based on the fair value of the consideration given in exchange for assets.

The financial statements are presented in United States dollars ("US$") as the Group's business is influenced by pricing in international commodity markets which are primarily US$ based. All amounts have been rounded to the nearest thousand, unless otherwise indicated.

As described below, the Directors continue to adopt the going concern basis in preparing the consolidated financial statements. The financial statements do not include any adjustment that would result from the basis of preparation being inappropriate.

The accounting policies set out below have, unless otherwise stated, been applied consistently to all periods presented in these financial statements. In accordance with IFRS 5 Non-current Assets Held for Sale and Discontinued Operations, the comparative income statement has been re-presented so that the disclosures in relation to discontinued operations relate to all operations that have been discontinued by the balance sheet date.

Judgements made by the Directors in the application of these accounting policies that have significant impact on the financial statements and estimates with a significant risk of material adjustment in the next year, are discussed in note 4.

GOING CONCERN

As an exploration group, the Directors are mindful that there is an ongoing need to monitor overheads and costs associated with delivering the exploration programme and raise additional working capital on an ad hoc basis to support the Group's activities. The Group has no bank facilities and has been meeting its working capital requirements from cash resources. At the year end, the Group had cash and cash equivalents amounting to US$1.1 million (2018: US$0.6 million).

The Directors have prepared cash flow forecasts for the Group for the period to June 2021 based on their assessment of both the discretionary and the non-discretionary cash requirements of the Group during this period. These cash flow forecasts include its normal operating costs for operations together with all committed development expenditure, and they indicate that the Group does not currently have sufficient cash resources to service these costs over the forecast period.

Whilst the Board remains confident that the Group will be able to secure the required funding through equity issue or other financial instruments, the timing and availability of funding sources is outside of the control of the Board. There can also be no certainty over the timing and extent of cash flows arising from the Group's exploration activities and hence any forecasts prepared by the Board will have inherent uncertainties.

Based on these forecasts, the current cash position and from their ongoing discussions with its major Shareholders and brokers, the Directors are confident that the Group has, or has access to, sufficient resources to continue in operation for at least the next twelve months. However, given that none of this funding is committed at the date of these financial statements this condition represents a material uncertainty regarding the use of the going concern basis.

Whilst noting the material uncertainty above, the Directors continue to adopt the going concern basis in preparing the consolidated financial statements. The financial statements do not include any adjustment that would result from the basis of preparation being inappropriate.

BASIS OF CONSOLIDATION

The consolidated financial statements incorporate the financial statements of the Company and its subsidiary undertakings (together, "the Group") made up to 31 December each year.

Subsidiary undertakings are those entities controlled directly or indirectly by the Company. Control is achieved when the Company is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity.

The results of subsidiaries acquired or disposed of during the year are included in the consolidated income statement from the date on which control is transferred to the Group or, up to the date that control ceases, as appropriate. Where necessary, adjustments are made to the financial statements of subsidiaries to bring accounting policies used into line with those used by the Group.

The Group applies the acquisition method to account for business combinations. The consideration for each acquisition is measured at the aggregate of the fair values (at the date of exchange) of assets given, liabilities incurred or assumed, and equity instruments issued by the Group in exchange for control of the acquire.

All intra-group transactions, balances, income and expenses are eliminated on consolidation.

INVESTMENTS IN SUBSIDIARY UNDERTAKINGS

Long term investments representing interests in subsidiary undertakings are stated at cost less any provision for impairment in the value of the non-current investment. 

INTANGIBLE EXPLORATION AND EVALUATION ASSETS

The Group applies the full cost method of accounting for Exploration and Evaluation ("E&E") costs, having regard to the requirements of IFRS 6 Exploration for and Evaluation of Mineral Resources. Under the full cost method of accounting, costs of exploring for and evaluating mineral resources are accumulated by reference to appropriate cost centres being the appropriate licence area but are tested for impairment on a cost pool basis as described below.

E&E assets comprise costs of (i) E&E activities that are on-going at the balance sheet date, pending determination of whether or not commercial reserves exist and (ii) costs of E&E that, whilst representing part of the E&E activities associated with adding to the commercial reserves of an established cost pool, did not result in the discovery of commercial reserves.

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 evaluation costs

All costs of E&E are initially capitalised as E&E assets. Payments to acquire the legal right to explore, costs of technical services and studies, seismic acquisition, exploratory drilling and testing are capitalised as intangible E&E assets.

Intangible costs include directly attributable overheads together with the cost of other materials consumed during the exploration and evaluation phases.

Treatment of E&E assets at conclusion of appraisal activities

Intangible E&E assets related to each exploration licence/project are carried forward until the existence (or otherwise) of commercial reserves has been determined. If commercial reserves have been discovered, the related E&E asset are assessed for impairment on a cost pool basis as set out below and any impairment is recognised in the income statement. The carrying value, after any impairment loss, of the relevant E&E assets is then reclassified as development and production assets.

Intangible E&E assets that related to E&E activities that are determined not to have resulted in the discovery of commercial reserves remain capitalised as intangible E&E assets at cost less accumulated amortisation, subject to meeting a pool-wide impairment test in accordance with the accounting policy for impairment of E&E assets set out below. Such E&E assets are amortised on a unit-of-production basis over the life of the commercial reserves of the pool to which they relate.

IMPAIRMENT OF INTANGIBLE EXPLORATION AND EVALUATION ASSETS

E&E assets are assessed for impairment when facts and circumstances suggest that the carrying amount may exceed its recoverable amount. Such indicators include, but are not limited to, those situations outlined in paragraph 20 of IFRS 6 Exploration for and Evaluation of Mineral Resources and include the point at which a determination is made as to whether or not commercial reserves exist.

Where there are indications of impairment, the E&E assets concerned are tested for impairment. Where the E&E assets concerned fall within the scope of an established full cost pool, the E&E assets are tested for impairment together with all development and production assets associated with that cost pool, as a single cash generating unit.

The aggregate carrying value is compared against the expected recoverable amount of the pool, generally by reference to the present value of the future net cash flow expected to be derived from production of commercial reserves. Where the E&E assets to be tested fall outside the scope of any established cost pool, there will generally be no commercial reserves and the E&E assets concerned will generally be written off in full.

If the recoverable amount of a cash-generating unit is estimated to be less than its carrying amount, the carrying amount of the cash-generating unit is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss.

When an impairment loss subsequently reverses, the carrying amount of the 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 cash-generating unit in prior years. A reversal of an impairment loss is recognised immediately in profit or loss.

The Group considers each area of oil and gas exploration, on a geographical basis to be a separate cost pool and therefore aggregates all specific assets for the purposes of determining whether impairment of E&E assets has occurred.

PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment are stated at cost less accumulated depreciation and accumulated impairment losses. The cost of an item of property, plant and equipment comprises its purchase price and any costs directly attributable to bringing the asset into use.

Depreciation is recognised so as to write off the cost of assets less their residual values over their useful lives at the following rates:

Plant and machinery over 5 years

The estimated useful lives, residual value and depreciation method are reviewed at the end of each reporting period, with the effect of any changes in estimate accounted for on a prospective basis.

An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are expected to arise from the continued use of the asset. Any gain or loss arising on the disposal or retirement of an item of property, plant and equipment is determined as the difference between the sales proceeds and the carrying amount of the asset and is recognised in profit or loss. 

LEASES

The Group assesses whether a contract is or contains a lease, at inception of the contract. The Group recognises a right-of-use asset and a corresponding lease liability with respect to all lease agreements in which it is the lessee, except for short-term leases (defined as leases with a lease term of 12 months or less) and leases of low value assets. For these leases, the Group recognises the lease payments as an operating expense on a straight-line basis over the term of the lease.

The lease liability is presented as a separate line in the Balance Sheet and is subsequently measured by reducing the carrying amount to reflect the lease payments made.

The right-of-use assets comprise the initial measurement of the corresponding lease liability, lease payments made at or before the commencement day and any initial direct costs. They are subsequently measured at cost less accumulated depreciation and impairment losses.

Right-of-use assets are depreciated over the shorter period of lease term and useful life of the underlying asset.

The right-of-use assets are presented within property, plant and equipment in the consolidated and company Balance Sheet.

The Group applies IAS 36 Impairment of assets to determine whether a right-of-use asset is impaired.

FOREIGN CURRENCIES

For the purpose of the consolidated financial statements, the results and financial position are expressed in United States dollar, which is the presentation currency for both company and consolidated financial statements.

In preparing the financial statements of the individual companies, transactions in currencies other than the functional currency of each group company ("foreign currencies") are translated into the functional currency at the rates of exchange prevailing on the dates of the transactions. At each reporting date, monetary assets and liabilities that are denominated in foreign currencies are retranslated into the functional currency at the rates prevailing on the reporting date. Non-monetary assets and liabilities carried at fair value that are denominated in foreign currencies are translated at the rates prevailing at the date when the fair value was determined. Non-monetary items that are measured in terms of historical cost in a foreign currency are not retranslated.

Foreign exchange differences are recognised in the profit or loss in the period in which they arise, except for foreign exchange differences on monetary items receivable from or payable to a foreign operation for which settlement is neither planned nor likely to occur and which, therefore, form part of the net investment in the foreign operation. Foreign exchange differences arising on the translation of the Group's net investment in foreign operations are recognised as a separate component of Shareholders' equity via the statement of other comprehensive income. On disposal of foreign operations and foreign entities, the cumulative translation differences are recognised in the income statement as part of the gain or loss on disposal. 

For the purpose of presenting company and consolidated financial statements, the assets and liabilities of the Company, and the Group's operations which have a functional currency other than United States dollar, are translated using exchange rates prevailing at the end of each reporting period. Income and expense items are translated at the average exchange rates for the period, unless exchange rates fluctuate significantly during that period, in which case the exchange rates at the date of transactions are used. Foreign exchange differences arising, if any, are recognised in other comprehensive income and accumulated in equity. Equity items are translated at the exchange rates at the date of transactions and foreign exchange differences arising, if any, are accumulated directly in equity.

On the disposal of a foreign operation (i.e. a disposal of the Group's entire interest in a foreign operation, a disposal involving loss of control over a subsidiary that includes a foreign operation or loss of joint control over a jointly controlled entity that includes a foreign operation), all of the accumulated exchange differences in respect of that operation attributable to the Group are reclassified to profit or loss. Where there is no change in the proportionate percentage interest in an entity then there has been no disposal or partial disposal and accumulated exchange differences attributable to the Group are not reclassified to profit or loss.

Fair value adjustments arising on the acquisition of a foreign operation are treated as assets and liabilities of the foreign operation and translated at the rate of exchange prevailing at the end of each reporting period. Exchange differences arising are recognised in equity.

RETIREMENT BENEFITS

The Group makes contributions to the personal pension schemes for some of its employees and Directors. Payments to these schemes are charged as an expense in the income statement in respect of pension costs payable in the year.

TAXATION

The tax expense represents the sum of the tax currently payable and deferred tax.

The tax currently payable is based on taxable profit for the year. Taxable profit differs from profit as reported in the consolidated income statement because it excludes items of income or expense that are taxable or deductible in other years and items that are never taxable or deductible. The Group's liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting date.

Deferred tax is recognised on temporary differences between the carrying amounts of assets and liabilities in the consolidated financial statements and the corresponding tax bases used in the computation of taxable profit. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are generally recognised for all deductible temporary differences to the extent that it is probable that taxable profits will be available against which those deductible temporary differences can be utilised. Such deferred tax assets and liabilities are not recognised if the temporary difference arises from goodwill or from the initial recognition (other than in a business combination) of other assets and liabilities in a transaction which affects neither the taxable profit nor the accounting profit.

Deferred tax liabilities are recognised for taxable temporary differences associated with investments in subsidiaries and interests in joint ventures, except where the Group is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax assets arising from deductible temporary differences associated with such investments and interest are only recognised to the extent that it is probable that there will be sufficient taxable profits against which to utilise the benefits of the temporary differences and they are expected to reverse in the foreseeable future.

The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the assets to be recovered.

Deferred tax liabilities and assets are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realised, based on tax rates that have been enacted or substantively enacted at the reporting date.

Current and deferred tax are recognised in profit or loss, except when they relate to items that are recognised in other comprehensive income or directly in equity, in which case, the current and deferred tax are also recognised in other comprehensive income or directly in equity respectively. Where current tax or deferred tax arises from the initial accounting for a business combination, the tax effect is included in the accounting for the business combination.

Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when they relate to income taxes levied by the same taxation authority and the Group intends to settle its current tax assets and liabilities on a net basis.

DISCONTINUED OPERATIONS

A discontinued operation is a component of the Group that has been disposed of or is classified as held for sale and that represents a separate major line of business or geographical area of operations, is part of a single co-ordinated plan to dispose of such a line of business area or operation, or is a subsidiary acquired exclusively with a view to resale.

Classification of a discontinued operation occurs at the earlier of disposal or when the operation meets the criteria to be classified as held for sale.

The results of discontinued operations are presented separately on the face of the income statement and other comprehensive income. The comparative statement of profit or loss and other comprehensive income is re-presented as if the operations had been discontinued from the start of the comparative year.

INVESTMENTS AND OTHER FINANCIAL INSTRUMENTS

Recognition of financial assets and financial liabilities

Financial assets and financial liabilities are recognised on the Group's Balance Sheet when the Group becomes a party to the contractual provisions of the instrument, and are initially measured at fair value. Transaction costs are included as part of the initial measurement, except for financial assets at fair value through profit or loss.

Investments and other financial assets are subsequently measured at either amortised cost or fair value depending on their classification. Classification is determined based on both the business model within which such assets are held and the contractual cash flow characteristics of the financial asset unless an accounting mismatch is being avoided.

Financial liabilities are subsequently measured at either amortised cost or fair value.

Derecognition of financial assets and financial liabilities

The Group derecognises a financial asset only when the contractual rights to cash flows from the asset expire, or it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another entity. If the Group neither transfers nor retains substantially all the risks and rewards of ownership and continues to control the transferred asset, the Group recognises its retained interest in the asset and an associated liability for the amount it may have to pay. If the Group retains substantially all the risks and rewards of ownership of a transferred financial asset, the Group continues to recognise the financial asset and also recognises a collateralised borrowing for the proceeds received.

On derecognition of a financial asset and financial liability a gain or loss is recognised in profit or loss.

Financial assets at fair value through profit or loss

Financial assets not measured at amortised cost or at fair value through other comprehensive income are classified as financial assets at fair value through profit or loss. Typically, such financial assets will be held for trading, where they are acquired for the purpose of selling in the short term with an intention of making a profit. Gains and losses arising from changes in fair value are recognised directly in profit or loss.

Impairment of financial assets

The Group recognises a loss allowance for expected credit losses on financial assets which are measured at amortised cost. The measurement of the loss allowance depends upon the Group's assessment at the end of each reporting period as to whether the financial instrument's credit risk has increased significantly since initial recognition, based on reasonable and supportable information that is available without undue cost or effort to obtain.

Where there has not been a significant increase in exposure to credit risk since initial recognition, a 12-month expected credit loss allowance is estimated. This represents a portion of the asset's lifetime expected credit losses that is attributable to a default event that is possible within the next 12 months. Where a financial asset has become credit impaired or where it is determined that credit risk has increased significantly, the loss allowance is based on the asset's lifetime expected credit losses. The amount of expected credit loss recognised is measured on the basis of the probability weighted present value of anticipated cash shortfalls over the life of the instrument discounted at the original effective interest rate.

For financial assets measured at fair value through other comprehensive income, the loss allowance is recognised within other comprehensive income. In all other cases, the loss allowance is recognised in profit or loss.

Trade and other receivables are measured at initial recognition at fair value, and are subsequently measured at amortised cost using the effective interest method, less any allowance for expected credit losses.

The Group has applied the simplified approach to measuring expected credit losses which uses a lifetime expected loss allowance. To measure the expected credit losses, trade receivables are grouped on the basis of days overdue.

Cash and cash equivalents comprise cash-in-hand and on-demand deposits.

Trade and other payables are initially measured at their fair value, and are subsequently measured at amortised cost using the effective interest rate method.

An equity instrument is any contract that evidences a residual interest in the assets of the Group after deducting all of its liabilities. Equity instruments issued by the Group are recognised at the proceeds received, net of direct issue costs.

The costs of an equity transaction are accounted for as a deduction from equity to the extent they are incremental costs directly attributable to the equity transaction that would otherwise have been avoided.

PROVISIONS

Provisions are recognised when the Group has a legal or constructive obligation, as a result of past events, for which it is probable that an outflow of economic resources will result and that outflow can be reliably measured.

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, considering the risks and uncertainties surrounding the obligation. When a provision is measured using the cash flow estimated to settle the present obligation, its carrying amount is the present value of those cash flows.

Provision for decommissioning is recognised in full when the related assets are installed. The decommissioning provision is calculated as the net present value of the Group's share of the expenditure expected to be incurred at the end of the life of the asset. The cost of recognising the decommissioning provision is included as part of the cost of the relevant asset and is thus charged to the income statement in accordance with the Group's policy for depreciation of property, plant and equipment or for impairment of intangible exploration and evaluation assets, depending upon the stage of the assets at the time of retirement. Periodic charges for changes in the net present value of the decommissioning provision arising from discounting are included in finance costs.

FAIR VALUE MEASUREMENT

Measurement of fair value is based on 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, and assumes that the transactions will take place either, in the principal market, or in the absence of a principal market, in the most advantageous market.

Fair value is measured using the assumptions that market participants would use when pricing the asset or liability, assuming they act in their economic best interests. For non-financial assets, the fair value measurement is based on its highest and best use. Valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, are used, maximising the use of relevant observable inputs and minimising the use of unobservable inputs.

Assets and liabilities measured at fair value are classified into three levels, using a fair value hierarchy that reflects the significance of the inputs used in making the measurements. Classifications are measured at each reporting date and transfers between levels are determined based on a reassessment of the lowest level of input that is significant to the fair value measurement.

SHARE-BASED PAYMENTS

The Group has applied the requirements of IFRS 2 Share-based Payment for all grants of equity instruments.

The Group operates an equity-settled share option plan and a share-based compensation plan in respect of certain Directors, employees and consultants. Equity-settled share-based payments are measured at fair value (excluding the effect of non-market based vesting conditions) at the date of grant. The fair value of the service received in exchange for the grant of options and equity is recognised as an expense. The fair value determined at the grant date of equity-settled share-based payment is expensed on a straight-line basis over the vesting period, based on the Group's estimate of shares that will eventually vest and adjusted for the effect of non-market based vesting conditions.

Fair value of option grants is measured by use of the Black Scholes model for non-performance-based options. The expected life used in the model has been adjusted, based on management's best estimate, for the effect of non-transferability, exercise restrictions and behavioural considerations.

The grant by the Company of options and share-based compensation plans over its equity instruments to the employees of subsidiary undertakings in the Group is treated as a capital contribution. The fair value of employee services received, measured by reference to the grant date fair value, is recognised over the vesting period as an increase to investment in subsidiary undertakings, with a corresponding credit to equity in the parent entity accounts.

OPERATING EXPENSES

Costs incurred prior to obtaining the legal rights to explore an area together with any costs which cannot be allocated to a specific exploration project are expensed directly to the income statement and included as operating expenses.

DEVELOPMENT EXPENSES

Costs incurred by the Group in respect of the assessment and pursuit of potential new projects are expensed directly to the income statement and included as development expenses. Material expenses relating to a specific project are disclosed on a separate line in the income statement.

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, who is responsible for allocating resources and assessing performance of the operating segments and making strategic decisions, has been identified as the Board of Directors.

4. CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY

In the application of the Group's accounting policies, which are described in note 3, the Directors are required to make judgements, estimates and assumptions about the carrying amounts of the assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an on-going basis. 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 critical judgements and estimations that the Directors have made in the process of applying the Group's and Company's accounting policies and that have the most significant effect on the amounts recognised in the financial statements:

RECOVERABILITY OF INTANGIBLE EXPLORATION AND EVALUATION ASSETS - GROUP

Determining whether an exploration and evaluation asset is impaired requires an assessment of whether there are any indicators of impairment, including by reference to specific impairment indicators prescribed in IFRS 6 Exploration for and Evaluation of Mineral Resources. If there is any indication of potential impairment, an impairment test is required based on the recoverable amount of the asset. The value in use calculation requires the entity to estimate the future cash flows expected to arise from the cash-generating unit and a suitable discount rate in order to calculate present value.

 At 31 December 2019, the Directors considered the indicators of impairment as set out in IFRS 6 and have satisfied themselves that there was no requirement to perform an impairment test.

During the year ended 31 December 2019, the Group completed a restructure of the Paradox project and entered into a new agreement with its partner RSOC. The agreement enables the Group to focus on a potentially highly economic core acreage position which contains multiple high-priority drilling targets whilst also allowing the Group to reduce the overall cost of maintaining the project. The Group is now focusing on this core acreage whilst also recognising further exploration potential in five shallower reservoir targets which could add even further value to the project over time. The Board believes that the restructured project is a highly attractive investment opportunity and ensures that the project will remain a central part of the Group's future focus and activity.

The carrying amount of intangible exploration and evaluation assets at the balance sheet date was US$13.5 million (2018: US$13.1 million) and the Directors did not consider that it was appropriate to make a provision for impairment in respect of these assets at 31 December 2019.

RECOVERABILITY OF LOANS TO SUBSIDIARY UNDERTAKINGS - COMPANY ONLY

The Company has outstanding loans from its directly held subsidiaries which have then made a number of loans to indirectly held subsidiaries as the primary method of financing the activity of those subsidiaries. The principal loans are shown in the Company balance sheet on the basis that the loans incur interest at a commercial rate according to the Group's inter-company loan policy, which is being rolled up until such time as the subsidiaries are in a position to settle. However, there is a risk that the indirectly held subsidiaries will not commence revenue-generating activities and that the carrying amount of the Company's investment will, therefore, exceed the recoverable amount.

In accordance with IFRS 9 Financial instruments, as the subsidiary undertakings cannot repay the loans at the reporting date, the Board has made an assessment of expected credit losses ("ECL"). Having considered multiple scenarios on the manner, timing, quantum and probability of recovery of the receivables, a cumulative lifetime ECL of US$31.2 million has been recognised at 31 December 2019 (2018: US$30.2 million).

The calculation of the allowance for lifetime ECL requires a significant degree of estimation and judgement, in particular in determining the probability weighted likely outcome for each scenario considered. The Directors assessment of ECL included repayment through future cash flows over time (which are inherently difficult to forecast for the Group at its current stage of development), the amount that could be realised through an immediate sale of the subsidiary undertakings or its underlying assets and the loss that would arise should commercial extraction not occur. The Directors' assessment of repayment through future cash flows included a scenario where the loan was not recovered in full. The Directors' allocated a probability weighting of 65% to scenarios where recovery would be repayment over time, 10% to the scenario where immediate sale of the subsidiary undertaking or its underlying assets was contemplated, and 25% to the scenario where no extraction would occur.

At 31 December 2019, the Company has total loans in its directly held subsidiaries of US$46.4 million (2018: US$43.2 million) See note 18.

The outcome of any assessment is materially sensitive to the key assumptions inherent in the calculation and any downside in these estimates would result in an additional impairment of the underlying loans.

5. SEGMENTAL INFORMATION

Subsequent to the discontinuance of the Group's uranium and copper operations during the year (the 'discontinued operations') the Group has one main operating segment, the exploration and development of O&G resources, which is primarily based in U.S.A. This division is the basis on which the Group reports its segmental information.

Segmental information about this division is presented below.

The unallocated results of US$1.7 million (2018: US$1.7 million) include costs associated with the development of new projects, Directors remuneration and other general and administrative costs incurred by the Company only.

Employees

The average numbers of employees for the year for each of the Group's principal divisions were as follows:

6. DEVELOPMENT EXPENSES

Development expenses represent material expenditure incurred by the Group in respect of the assessment and pursuit of specific projects.

7. IMPAIRMENT OF FINANCIAL ASSETS

At 31 December 2018, classified within other receivables, the Group's balance sheet included the sum of US$0.2 million, in respect of a loan made to Magellan Gold Corporation ("Magellan"). The loan was made to facilitate completion of the sale of its Mexico assets, is non-interest bearing and due for repayment when Magellan recovers indirect tax incurred in Mexico upon acquisition of the Group's ore processing mill in the year ended 31 December 2017. See note 14.

In accordance with IFRS 9 Financial instruments, whilst the Board intends to pursue repayment of the loan in full, it has assessed expected credit losses ("ECL") and, having considered the current trading position of Magellan within Mexico, a cumulative lifetime ECL of US$ 0.2 million has been recognised at 31 December 2019 (2018: nil).

8. FAIR VALUE LOSS ON INVESTMENTS

On 9 September 2017, the Group entered into a Stock Purchase Agreement with Magellan, which resulted in the disposal of the majority of the Group's ore processing mill in Mexico, together with its associated assets, licences and agreements. See note 14. The consideration for the transaction, which completed on 1 December 2017, included US$0.5 million in restricted common stock in Magellan. By reference to the quoted price of Magellan stock, the Directors considered that the fair value of the stock at 31 December 2018 was US$0.2 million, which approximated to its market value at that date of US$0.31 million. This resulted in a charge of US$0.3 million in respect of the change in fair value during the year ended 31 December 2018.

The Group completed the sale of its holding in Magellan during the year ended 31 December 2019. See note 18.

9. FINANCE INCOME

10. LOSS BEFORE TAXATION

The loss before taxation for the year has been arrived at after charging/(crediting):

11. AUDITOR'S REMUNERATION

Amounts payable to the external auditors and their associates in respect of both audit and non-audit services:

12. STAFF COSTS

The average monthly number of employees (including Executive Directors) was:

Their aggregate remuneration comprised:

1A proportion of staff costs were deferred during the year. See note 30.

Included within Group wages and salaries is US$0.04 million (2018: US$0.08 million) capitalised to intangible exploration and evaluation assets.

Included within Company wages and salaries is US$0.2 million (2018: US$0.1 million) which was recharged to other Group entities.

Included within both Group and Company wages and salaries are the sums of US$0.06 million in respect of pay in lieu of notice and US$0.03 million in respect of an ex-gratia payment made to a former Director.

The remuneration of certain Company Directors is paid through a subsidiary entity and is therefore not included in the Company only aggregate remuneration.

Refer to note 30 for details regarding the remuneration of the highest paid Director.

13. TAXATION

The charge for the year can be reconciled to the loss per the income statement as follows:

There has been no impact due to changes in UK taxation rates during the years reported.

Unrelieved tax losses carried forward, as detailed in note 24, have not been recognised as a deferred tax asset, as there is currently insufficient evidence that the asset will be recoverable in the foreseeable future. The losses must be utilised in relation to the same operations.

14. DISCONTINUED OPERATIONS

MEXICO MINING OPERATIONS

On 9 September 2017, the Group entered into a Stock Purchase Agreement with Magellan, which resulted in the disposal of the majority of the Group's ore processing mill in Mexico, together with its associated assets, licences and agreements. The transaction completed on 1 December 2017.

The Mexico operations were treated as discontinued operations in the year ended 31 December 2018, and together with additional winding up costs related to the disposal incurred during the year ended 31 December 2019, have been shown within a single amount on the face of the consolidated income statement.

U.S.A. URANIUM AND COPPER EXPLORATION

Whilst all remaining licences relating to the Group's U.S.A. copper projects had previously been relinquished, AVEN Associates LLC, the Group's U.S.A. copper exploration company finally ceased all activity and was closed during the year ended 31 December 2018.

During the year ended 31 December 2019, the Group further relinquished its remaining uranium projects and VANE Minerals (US) LLC, the Group's U.S.A. uranium exploration company ceased all activity and was closed.

In accordance with IAS 21, all cumulative translation reserves relating to the entity have been recycled to the profit or loss, and the results have been disclosed as a single amount within the results of discontinued operations for the year ended 31 December 2019. The income statement for the prior period has been restated to conform to this presentation.

LOSS FROM DISCONTINUED OPERATIONS, NET OF TAX

The results of the discontinued operations, which have been included in the consolidated income statement were as follows:

During the year, the discontinued operations contributed US$0.1 million outflow (2018: US$0.05 million outflow) to the Group's net cash outflow from operating activities, US$0.4 million inflow (2018: US$0.05 million inflow) to inflow from investing activities and US$ nil (2018: US$ nil) to net cash inflow from financing activities.

15. (LOSS)/PROFIT PER ORDINARY SHARE

Basic (loss)/profit per Ordinary Share is calculated by dividing the net (loss)/profit for the year attributable to owners of the parent company by the weighted average number of Ordinary Shares in issue during the year. The calculation of the basic and diluted (loss)/profit per Ordinary Share is based on the following data:

Due to the losses incurred from continuing operations in the years reported, there is no dilutive effect from the existing share options, share based compensation plan or warrants.

16. INTANGIBLE ASSETS

ROCKIES STANDARD AGREEMENT

In March 2014, the Group signed an agreement under which its subsidiary, Rose Petroleum (Utah) LLC ("Rose Utah"), acquired the right to commence earning into a 75 per cent working interest of certain oil, gas and hydrocarbon leases in Grand and Emery Counties, Utah, from Rockies Standard Oil Company LLC ("RSOC"), which retained the remaining 25 per cent working interest.

In October 2019, the Group signed a new agreement with RSOC which gave it an immediate 75 per cent working interest ownership and operatorship of key acreage. This agreement replaced the earn-in structure of the original agreement and gave the Group immediate ownership of the highest potential 12,920 lease acres. The Group has terminated its remaining farm-in rights over less prospective acreage and has reassigned those rights back to RSOC.

The Group retains its obligations under the original earn-in agreement to carry RSOC for a 25 per cent working interest on the first well drilled on the project and has also agreed to carry RSOC for a 25 per cent working interest for the acquisition of specified targeted leases in and around the core acreage area, in aggregate, up to a total of US$0.5 million. It is the current view of both the Group and RSOC that the final figure will be considerably lower and any payments would be incurred over an extended period of time. 

Costs incurred by the Group under both the original farm-in agreement and the revised agreement are accounted for as required by the relevant accounting standards, including the capitalisation of intangible exploration and evaluation assets in accordance with IFRS 6.

The Group's total expenditure in respect of its U.S.A. O&G assets, included within intangible exploration and evaluation assets, as at 31 December 2019 is US$13.5 million (2018: US$13.1 million).

U.S.A. URANIUM PROJECTS

The US$5.5 million carrying value of the Group's U.S.A. uranium projects was impaired in full at 31 December 2018. During the year ended 31 December 2019, the Group agreed the sale of its Eastern Star property and relinquished its interest in all other assets. These have now been classified as discontinued operations. See note 14.

TANGO PROJECT

On 25 August 2014, Minerales VANE S.A. de C.V., a wholly owned subsidiary of the Group, entered into an agreement with Minera Camargo S.A de C.V. ("Camargo"), in respect of both gold and silver and base metal exploration.

No expenditure on this project has been incurred in either of the years presented and the US$0.3 million carrying value of these assets was impaired in full at 31 December 2018.

During the year ended 31 December 2019, the Group relinquished its interest in these assets which have now been classified as discontinued operations. See note 14.

U.S.A. COPPER PROJECTS

On 2 March 2016, the Group entered into an agreement with Burdett Gold LLC ("Burdett") to conduct exploration drilling on the Ardmore copper project. The terms included a cash payment of US$5,350 and the Group retained a 15 per cent net profit interest in the Ardmore project and any other claims that Burdett might acquire within a three-mile area. No payments have been received in respect of the project in either of the years presented.

IMPAIRMENT OF INTANGIBLE EXPLORATION AND EVALUATION ASSETS

At 31 December 2019, the Directors considered the indicators of impairment as set out in IFRS 6 and have satisfied themselves that there was no requirement to perform an impairment test.

During the year ended 31 December 2019, the Group completed a restructure of the Paradox project and entered into a new agreement with its partner RSOC. The agreement enables the Group to focus on a potentially highly economic core acreage position which contains multiple high-priority drilling targets whilst also allowing the Group to reduce the overall cost of maintaining the project. The Group is now focusing on this core acreage whilst also recognising further exploration potential in five shallower reservoir targets which could add even further value to the project over time. The Board believes that the restructured project Is a highly attractive investment opportunity and ensures that the project will remain a central part of the Group's future focus and activity.

As a result, the Directors did not consider that it was appropriate to make a provision for impairment in respect of these assets at 31 December 2019.

17. PROPERTY, PLANT AND EQUIPMENT