Trinity Regulatory News (TRIN)

28 May 2012

BAYFIELD ENERGY HOLDINGS PLC

("Bayfield", the "Company" or the "Group")

Results for the 12 months ending 31 December 2011

Bayfield Energy Holdings plc (AIM: BEH), an upstream oil and gas exploration and production company with interests in Trinidad and Russia, today announces its results for the twelve month period ending 31 December 2011.

Summary

IPO

Shares admitted to trading on AIM in July 2011 raising gross IPO proceeds of £54.4 million (£50.4 million net of expenses)

Financial highlights

·; Revenue US$ 22.0 million (31 Dec 2010 - US$14.2 million)

·; Gross loss US$2.8 million (31 Dec 2010 - US$2.1 million gross loss)

·; Capital expenditure US$ 41.3 million

·; Loss after tax US$14.3 million (31 Dec 2010 - US$4.7 million)

Operational highlights

·; Contract signed in May 2011 with Rowan Offshore for jack-up drilling rig, Gorilla III, for seven-well exploration programme in Trinidad

·; New purpose-built slant rig deployed to Trintes field in Trinidad to execute field redevelopment programme and commenced operations in September 2011

·; Post period highlights

·; First exploration well in the Galeota Licence, EG8, suspended as an oil and gas discovery with estimated additional net development potential in the Galeota block of 5 mmbbl + 45 bcf (gross 32 mmbbl + 69 bcf) to augment pre-existing 2C Contingent Resources

·; Formal execution of an exploration right over the Pletmos Inshore Block ("Pletmos") offshore South Africa with an effective date of 17 April 2012

·; Current production of 1,650 barrels of oil per day ("bopd") as at April 2012

·; Prospects and outlook

·; Continue with 7 well programme

Executive chairman, Finian O'Sullivan, commented:

'Your board's aim has always been to create value for shareholders and the Group will continue to pursue the strategic goals that will deliver this for our investors. The attractive combination of production, near term development and exploration assets means the Group is well placed to increase both cash flow and resources and I look forward to reporting on further progress in the coming months.'

For further information contact:

Bayfield Energy Holdings plc +44 (0) 20 7747 9200

Finian O'Sullivan, Chairman

Hywel John, Chief Executive

M:Communications

Patrick d'Ancona +44 (0) 20 7920 2347

Andrew Benbow +44 (0) 20 7920 2344

Seymour Pierce +44 (0) 20 7107 8000

Jonathan Wright/Stewart Dickson (Corporate Finance)

Richard Redmayne/David Banks (Corporate Broking)

Chairman's Statement

2011 was a landmark year for the Group, with both the operational progress made in Trinidad & Tobago and the admission of the Company's shares to trading on AIM following an Initial Public Offering ("IPO") in July which raised US$87 million (before expenses).

Since the formation of the Group in 2008, it had always been an expectation that capital would be sought in public markets primarily to fund an exploration and appraisal drilling programme in Trinidad. The timing of the fund-raising, coincident with the onset of the Eurozone crisis surrounding Greek indebtedness made the process somewhat challenging. The fact that the Group was successful in raising US$87 million reflected market confidence in the strength of the management team, the quality of the portfolio, and the team's ability to realise value from the underlying assets.

Whilst operational progress has been made, production from the Trintes field has lagged expectations with consequent adverse impact on operating cash flow and profitability. Issues arising from delays in the mobilisation of the rig to Trinidad and in achieving full operational performance resulted in delays to the development drilling programme of more than five months. We believe the operational issues have now been overcome and we expect to see continued production improvement through 2012.

In April 2012 the Group, together with Niko Resources, another operator in Trinidad & Tobago, entered into a contract with Rowan Drilling for the Gorilla III jack-up drilling unit. This allowed for the Group and Niko to meet respective seven-well and three-well exploration and appraisal drilling commitments which represent the most extensive oil exploration drilling programmes in Trinidad for more than thirty years. An indication of the significance of the contracted programmes for Trinidad was the attendance of the Minister of Energy and Energy Affairs at a formal signing ceremony. The ability of the Group to have entered into a drilling contract less than two years after the award to it of an interest in the Galeota licence clearly demonstrated that it had earned its status as an established and respected operator in Trinidad.

An important aspect of the progress we have made in the rehabilitation of the Trintes field and the execution of the exploration and appraisal and drilling programme has been the support of our partner Petrotrin and the Ministry of Energy and Energy Affairs, who have provided continual cooperation as the Group works towards fulfilling its objectives.

Trinidad is at the heart of a long-established hydrocarbon producing region with commercial oil production having commenced more than a century ago in 1909. This maturity brings benefits such as access to an experienced local management and staff and pre-existing transportation and storage infrastructure but also creates challenges; especially in relation to commerciality of smaller remaining accumulations of oil and gas and ageing infrastructure. In the UKCS, the oil industry has responded to the similar challenges in a number of ways. Larger operators have sold mature and marginal fields to smaller independents of a similar size and nature to Bayfield and there has been increased collaboration between operators and innovation in contract structures. Development of marginal reserves has been assisted by broader third-party access to pre-existing pipeline and terminal infrastructure with balanced commercial terms between owners and users. This objective has been further advanced by tax reforms which included successively the abolition of royalty and then Petroleum Revenue Tax.

The Group's collaboration with Niko is an outstanding example of what can be achieved through innovative contract structure. The arrangement between the companies has extended beyond contracting for a jack-up drilling unit to procurement of tubulars and also for other drilling support services. We estimate that this cooperation has permitted Niko and the Group together to have realised savings of at least US$8 million. This brings commercial benefits for operators but ultimately will also increase tax receipts for the Trinidad government.

It has always been the Group's expectation that we will proceed to development of the oil and gas resources identified in the Galeota licence area outside of the Trintes field. We believe that there are significant opportunities to reduce the costs of any development and the time taken to achieve first production as a consequence of the proliferation of export and storage infrastructure in the vicinity of our licence area and we will be continuing dialogues with other operators to ensure we are best placed to take advantage of such opportunities.

A key element in assuring the fullest development of Trinidad's hydrocarbon resources is the tax structure. Reduction in the rate of Supplementary Petroleum Tax applicable to marginal fields has enabled us to retain more cash to accelerate redevelopment expenditure and stimulate production from Trintes. Together with other operators, we will continue our engagement with the government to discuss tax structure which would optimise the exploitation of new hydrocarbon discoveries.

In April 2012 we were able to report that the Exploration Right over the Pletmos Licence Area in South Africa had been signed. A work programme is presently being prepared for submission and approval by the Petroleum Agency of South Africa and we are excited by the potential for this block in what is becoming a region of increased focus and activity for majors and larger independents.

A significant strategic move for the Group in 2011 was the decision to discontinue its operation in Russia. Processes for the orderly dissolution of the Russian operating company, surrender of licence and termination of personnel should be completed shortly.

It was pleasing that the first of Bayfield's exploration and appraisal wells, EG8, had spudded on schedule in January 2012 and encouraging to report success from that well which we have estimated results in additional net development potential in the Galeota block of 5 mmbbl + 45 bcf (gross 32 mmbbl + 69 bcf) to augment pre-existing 2C Contingent Resources. The results from the second well in the programme, EG7, have disappointed and focus now shifts to the highly prospective targets of EG9 and GAL25 which we are expecting to drill in Q3 and Q4 of 2012.

Despite the success of the first well of its drilling programme and production improvements the failure to achieve levels of production previously forecast has significantly impacted upon the financial position of the Group. Accordingly, the Company is taking steps to secure additional finance to ensure that it is in a position to meet its liabilities and commitments.

Your board's aim has always been to create value for shareholders and the Group will continue to pursue the strategic goals that will deliver this for our investors. The attractive combination of production, near term development and exploration assets means the Group is well placed to increase both cashflow and resources and I look forward to reporting on further progress in the coming months.

BAYFIELD ENERGY HOLDINGS PLC

PRELIMINARY RESULTS

CONSOLIDATED INCOME STATEMENT

All operations were continuing throughout all year

BAYFIELD ENERGY HOLDINGS PLC

PRELIMINARY RESULTS

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

BAYFIELD ENERGY HOLDINGS PLC

PRELIMINARY RESULTS

CONSOLIDATED BALANCE SHEET

AS AT 31 DECEMBER 2011

BAYFIELD ENERGY HOLDINGS PLC

PRELIMINARY RESULTS

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

BAYFIELD ENERGY HOLDINGS PLC

PRELIMINARY RESULTS

CONSOLIDATED CASH FLOW STATEMENT

* US$3,467,000 of issue costs were included in the income statement. Including these costs, share capital issued net of costs amounts to US$83,082,000.

BAYFIELD ENERGY HOLDINGS PLC

NOTES TO THE PRELIMINARY RESULTS

1. Basis of preparation

On 24 May 2012, the Directors approved the preliminary results for publication. While the audited consolidated financial statements for the year ended 31 December 2011, from which the preliminary results have been extracted, are prepared in accordance with International Financial Reporting Standards (IFRSs) as adopted by the European Union, these preliminary results do not contain sufficient information to comply with IFRSs. The Directors expect to publish the full financial statements that comply with IFRS as adopted by the European Union in June 2012.

The auditor has reported on these accounts; the reports were unqualified and did not contain statements under section 498(2) or 498(3) of the Companies Act 2006. However, the report did include an emphasis of matter, regarding a material uncertainty which may cast significant doubt about the company's ability to continue as a going concern. This is referred to in Note 2 below.

The financial information presented above does not constitute statutory accounts within the meaning of the Companies Acts, 1963 to 2009. A copy of the accounts in respect of the financial year ended 31 December 2011 will be annexed to the Annual Return for 2012.

The statutory accounts for the year ended 31 December 2010 prepared under IFRS have been delivered to the Registrar of Companies. The auditor has reported on these accounts and their report was unqualified, did not include a reference to any matters to which the auditor drew attention by way of emphasis of matter and did not contain a statement under section 498 (2) or 498 (3) of the Companies Act 2006.

The accounting policies applied in this announcement are consistent with those of the annual financial statements for the year ended 31 December 2010, as described in those annual financial statements. A number of amendments to existing standards and interpretations were applicable from 1 January 2011. The adoption of these amendments did not have a material impact on the Group's financial statements for the year ended 31 December 2011.

Bayfield Energy (Topco) PLC was incorporated in England and Wales on 21 February 2011. This company changed its name to Bayfield Energy Holdings PLC on 10 March 2011 and pursuant to a court approved scheme of arrangement under part 26 of the Companies Act (2006), which became effective on 19 May 2011, the Group was reorganised so that Bayfield Energy Holdings PLC became the holding company of the Group. Pursuant to the scheme, Bayfield Energy Limited, which had previously been the holding company of the Group, became a directly owned subsidiary of Bayfield Energy Holdings PLC and the existing shareholders of Bayfield Energy Limited ceased to be shareholders in that company and became shareholders in Bayfield Energy Holdings PLC.

This transaction has been accounted for as a reverse acquisition. Accordingly, the comparative information presented in this financial information represents the consolidated results of Bayfield Energy Limited, except that a retrospective adjustment has been recorded to reflect the legal share capital of Bayfield Energy Holdings PLC at the date of reorganisation. The reorganisation was achieved via a direct share for share exchange and as such the issued share capital of Bayfield Energy Limited and Bayfield Energy Holdings PLC was identical at the date of the reorganisation. However, an amount equal to the share premium of Bayfield Energy Limited at the date of reorganisation (and all prior dates) has been recorded as a merger reserve, reflecting the fact that Bayfield Energy Holdings PLC had not issued any shares at a premium up to and including the date of reorganisation. 

2. Going concern

In making their going concern assessment, the Directors have considered Group budgets and cash flow forecasts. The Group is incurring expenditure in order to further develop and enhance production from the Trintes field and also drill a number of exploration and appraisal wells. The committed expenditure in respect of this programme exceeds the existing cash reserves and the forecast cash generation from the Trintes field. As such the Group will need to generate additional funding during 2H 2012 in order to continue operations.

The Company has commenced a process to obtain external funding. However, at the date of signing the accounts, funding has not been secured. The need for additional funding indicates the existence of a material uncertainty which may cast doubt on the Company and the Group's ability to continue as a going concern and, therefore the Group and Company may be unable to realise their assets and discharge their liabilities in the normal course of business.

However, the Board of Directors has carefully considered and formed a reasonable judgement that, at the time of approving the financial statements, there is a reasonable expectation that the Company will be able to obtain sufficient funding to continue operations for the foreseeable future. For this reason, the Board of Directors continues to adopt the going concern basis in preparing the financial statements.

3. Segment reporting

Management has determined the operating segments based on the reports reviewed by the board of directors that are used to make strategic business decisions. Management considers the business from a geographical perspective. For management purposes, the Group currently operates in two geographical markets: Trinidad and Russia. Russia only became a distinct operating segment in the current period following the acquisition of AGOC in February 2011. Unallocated operating expenses, assets and liabilities relate to the general management, financing and administration of the Group.

Business segments

The operations of the Group comprise one class of business, being oil and gas exploration, development and production.

All revenues in the Group are from external customers. Included in revenues arising from Trinidad are revenues of $22.00 million which arose from sales to the Group's largest customer (2010: $14.24 million)

4. Intangible assets

Acquisition of Astrakhanskaya Gas and Oil Company ("AGOC")

On 2 February 2011, Bayfield Energy (Alpha) Limited a wholly owned subsidiary of Bayfield Energy Holdings PLC, purchased 74 per cent of AGOC located in the Astrakhan region of Russia for consideration of US$30,000 plus 3,000,000 ordinary shares in the Group, pursuant to the share purchase agreement dated 14 December 2010 with Lion Invest and Trade Limited ("Lion"). The shares have been valued, for the purposes of accounting for the consideration, at US$0.60 each which was the price at which shareholders had subscribed for shares most recently prior to the acquisition.

AGOC holds a 100% interest in the Karalatsky licence which is in its exploration phase. The licence was granted by Astrakhannedra on 26 October 2006 and is administered by various federal and regional state authorities. The term of the licence is 25 years.

This acquisition does not meet the definition of a business combination as outlined in IFRS3 - Business Combinations (2008). As such the transaction has been treated as an asset acquisition resulting in the recognition of exploration and evaluation assets of US$1.9 million.

Interpretation of the reprocessed 2D seismic data acquired over the Karalatsky license area in the first quarter of 2011 has not identified any prospects that would justify further investment in an exploration well. Accordingly, Bayfield is taking steps to prepare for the surrender of the Karalatsky Licence and the orderly dissolution of AGOC. This decision has been taken following consultation with the Astrakhan Regional Government, its co-shareholder in AGOC, and management does not believe that Bayfield is exposed to any financial penalty or sanction in consequence.

The additions in the year include, in relation to AGOC, the costs of acquisition of $1.9 million together with $1.4m of seismic exploration costs incurred on the Karalatsky licence post acquisition and before the decision was made to abandon the licence and write off all associated capitalised costs.

5. Property, plant and equipment

Other property, plant and equipment comprises motor vehicles of net book value US$nil (2010: US$2,000), plant and machinery of net book value $93,000 (2010: US$40,000), fixtures and fittings of net book value US$133,000 (2010: US$63,000) and computer equipment of net book value US$593,000 (2010: US$147,000).

6. Issued share capital, share premium and merger reserve

The Company has one class of ordinary shares with a par value of US$0.10 which carry no right to fixed income. It does not have authorised share capital. All shares have equal voting rights and rank pari passu.

On incorporation 1 10c share was issued at par value.

Under the scheme of arrangement 118,567,636 shares of 10c each were transferred from the former parent company.

(i) On incorporation 1 10c share was issued at par value.

(ii) Under the scheme of arrangement 118,567,636 shares of 10c each were transferred from the former parent company.

(iii) On 18 July 2011 90,625,000 shares were issued at 60 pence each (97c) for ordinary share value of US$9,062,500 with a premium of US$79 million. These shares were issued as an Initial Public Offering (IPO) on the AIM market on the London Stock Exchange.

(iv) The March 2011 loan stock was converted into 5,386,807 shares on 18 July 2011.

(v) On 7 March 2011, in order to enable the Company to obtain a trading certificate, the Company allotted 50,000 redeemable preference shares of £1 each to Finian O'Sullivan (16,666), Andrey Pannikov (16,666) and Brian Thurley (16,667). These shares were redeemed on 18 July 2012.

(vi) In November 2011 400,000 shares were issued at 60c each for ordinary share value of US$40,000 with a premium of US$200,000.

Listing

The gross proceeds raised were US$87 million and total transaction (restructuring and listing) and related expense incurred were US$6.1 million. US$2.7 million represents the proportion of transaction costs that related to the issuing of the new equity in the Company. Transaction costs were allocated based on the ratio of the new shares issued, in relation to total shares outstanding.

7. Taxation

The current tax can be reconciled to the overall tax charge as follows:

8. Deferred taxation

The following are the major deferred tax assets recognised by the Group and movements thereon during the current and prior reporting period:

Deferred taxation arises from accelerated depreciation over capital allowance and losses carried forward. The Group has losses carried forward of US$26,298,182 (2010: US$9,345,000) in Trinidad available for offset against future profits. A deferred tax asset has been recognised in respect of these losses. The Group also has tax losses of US$15,478,000 (2010: US$2,849,000) in the UK and Russia available for offset against future profits for which no deferred tax asset has been recognised.

9. Loss per share

Basic loss per share is calculated by dividing the loss attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the year (less those non-vested shares held by employee ownership trusts). For diluted earnings/(loss) per share the weighted average number of shares in issue is adjusted to assume conversion of all dilutive potential ordinary shares arising from unvested share-based awards including share options. As there is a loss for the year there is no difference between the basic and diluted loss per share.

During the period the Group was reorganised so that Bayfield Energy Holdings PLC became the holding company of the Group via a share for share exchange. At the date of reorganisation, the numbers of shares in issue in Bayfield Energy Holdings PLC was the same as the number of shares in issue in the previous holding company, Bayfield Energy Limited and as such there has been no impact on earnings per share.