Upland Resource Regulatory News (UPL)

27th November 2015

UPLAND RESOURCES LIMITED

RESULTS FOR THE FINANCIAL YEAR ENDED 30 JUNE 2015

The Directors of Upland Resources Limited ("Upland" or the "Company") are pleased to announce the results of the Company for the financial year ended 30th June 2015.

The information below pertains to the financial year ended 30th June 2015, prior to the public listing upon the London Stock Exchange. Since the financial year end, Upland's shares were successfully admitted to listing on the Official List of the UK Listing Authority ("UKLA") by way of a standard listing under Chapter 14 of the UKLA's Listing Rules and to trading on the London Stock Exchange's main market for listed securities on 26th October 2015, accompanied by a simultaneous placing of 130,000,000 new ordinary shares of no par value which raised gross proceeds of £1,300,000.

Principal activities

The Company and Group was formed for the purpose of acquiring assets, businesses or target companies, that have operations in the oil & gas exploration and production sector that it will then look to develop and expand. 

Business review and future developments

The past year has been an exciting one for Upland. The Company began the year in a strong financial position with significant cash in the bank, and with low corporate overheads.

A major fall in oil price during the reporting period has meant that the number of opportunities available in the market has increased as more companies seek partners for existing projects or are forced to relinquish good assets because of financial difficulties. Unless oil prices recover substantially, the Board expects this trend to continue as oil price hedges, put in place by producers before the price drop, unwind exposing them to the full impact of markedly reduced revenues.

The Board believes that this has produced a buyers' market for oil and gas assets which the Company intends to take full advantage of.

New Ventures

During the year, Upland considered a number of potential farm-ins, acquisitions and new permit applications over a range of geographies. A number of these were in Tunisia, where good opportunities were identified. However, the 2015 terrorist attacks on the Bardo Museum in Tunis and on the resort of Sousse have increased concerns about security in the country and led the Company to not pursue these opportunities further.

In October 2014, Upland made an application for a Petroleum Exploration and Development Licence ("PEDL") in the UK 14th Onshore Oil and Gas Licensing Round. This PEDL covers the majority of the acreage in two onshore blocks located in the East Midlands and that we believe to have a very attractive risk/reward profile. The majority of the hydrocarbon potential lies in conventional oil and gas reservoirs - including a former oil field that we believe can be rejuvenated. Upland generated the original concept but this has been further developed with our bid partners Europa Oil & Gas plc and Shale Petroleum (UK) Ltd. Unconventional hydrocarbon potential also exists in the application area. As at the date of this report, the UK Oil & Gas Authority has yet to announce the award of the vast majority of the permits, including for those applied for by Upland and its bid partners.

Further information extracted from the Company's audited accounts for the financial year ended 30 June 2015 is set out below.

Results and dividends

The Group's loss on ordinary activities after taxation amounted to £221,069 for the year (2014: loss of £66,474). The Directors are unable to recommend payment of a dividend.

Key Performance Indicators ('KPIs')

The following KPIs are used by the Directors' to understand the business:

Risks and uncertainties

The key risk for the Group is that no suitable investments are identified to move the Group forward in its investment activities and that cash burn reduces its ability to find further opportunities in the future.

Post balance sheet events

On 26th October 2015, Upland's shares were admitted to listing on the Official List of the UKLA by way of a standard listing under Chapter 14 of the UKLA's Listing Rules and to trading on the London Stock Exchange's main market for listed securities.

The Listing was accompanied by the issue of 130,000,000 new ordinary shares in the Company at a price of 1 pence per share, hence raising £1.3 million (before expenses). This has provided Upland with considerable additional liquidity and access to broader sources of capital, which will allow it to consider a wider range of opportunities.

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

YEAR ENDED 30 JUNE 2015

Note

2015 2014

£ £

Revenues - -

Administrative expenses (221,069) (66,474)

_______ _______

Operating Loss 5 (221,069) (66,474)

_______ _______

Loss before taxation (221,069) (66,474)

Taxation 7 - -

_______ _______

Loss and total Comprehensive Income

for the Period from Continuing Operations

Attributable to Equity Owners of the Parent Company (221,069) (66,474)

_______ _______

The Statement of Comprehensive Income has been prepared on the basis that all operations are continuing operations.

The accompanying accounting policies and notes form an integral part of these Financial Statements.

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

AS AT 30 JUNE 2015

Note

2015 2014

£ £

Assets

Non-Current Assets

Investments in Group undertakings 8 - -

Current Assets

Other debtors 9 642 777

Cash and cash equivalents 134,184 350,896

________ ________

134,826 351,673

________ ________

Total Assets 134,826 351,673

________ ________

Equity and Liabilities

Share capital 3 - -

Share premium 392,201 392,201

Retained earnings (296,783) (75,714)

________ ________

Total Equity 95,418 316,487

________ ________

Current Liabilities

Other payables 10 39,408 35,186

________ ________

Total Equity and Liabilities 134,826 351,673

________ ________

These financial statements were approved by the Board of Directors on 27 November 2015.

The accompanying accounting policies and notes form an integral part of these Financial Statements.

COMPANY STATEMENT OF FINANCIAL POSITION

AS AT 30 JUNE 2015

Note

2015 2014

£ £

Assets

Non-Current Assets

Investments in Group undertakings 8 30 10

Current Assets

Other debtors 9 642 777

Cash and cash equivalents 134,154 350,886

________ ________

134,796 351,663

________ ________

Total Assets 134,826 351,673

________ ________

Equity and Liabilities

Share capital 3 - -

Share premium 392,201 392,201

Retained earnings (296,783) (75,714) ________ ________

Total Equity 95,418 316,487

________ ________

Current Liabilities

Other payables 10 39,408 35,186

________ ________

Total Equity and Liabilities 134,826 351,673

________ ________

These financial statements were approved by the Board of Directors on 27 November 2015.

The accompanying accounting policies and notes form an integral part of these Financial Statements.

STATEMENT OF CHANGES IN EQUITY

YEAR ENDED 30 JUNE 2015

GROUP

COMPANY

The accompanying accounting policies and notes form an integral part of these Financial Statements.

CONSOLIDATED STATEMENT OF CASH FLOW

YEAR ENDED 30 JUNE 2015

Note 2015 2014

£ £

Cash Flows from Operating Activities

Loss from operations (221,069) (66,474)

Decrease/(Increase) in other debtors 9 135 (40)

Increase in trade and other payables 10 4,222 24,570

______ ______

Net cash flow from operating activities (216,712) (41,944)

______ ______

Cash Flows from Financing Activities

Proceeds from issuance of shares of no par value - 416,501

Costs from issuance of shares of no par value - (24,300)

______ ______

Net cash generated from financing activities - 392,201

______ ______

Cash Flows from Investing Activities

Investment 8 - -

______ ______

Net cash outflow from investing activities - -

______ ______

Net Increase in cash and cash

equivalents (216,712) 350,257

Cash and cash equivalents

at beginning of period 350,896 639

______ _______

Cash and Cash Equivalents at End of Period 134,184 350,896

______ _______

The accompanying accounting policies and notes form an integral part of these Financial Statements. 

COMPANY STATEMENT OF CASH FLOW

YEAR ENDED 30 JUNE 2015

Note 2015 2014

£ £

Cash Flows from Operating Activities

Loss from operations (221,069) (66,474)

Decrease/(Increase) in other debtors 9 135 (40)

Increase in trade and other payables 10 4,222 24,570

______ ______

Net cash flow from operating activities (216,712) (41,944)

______ ______

Cash Flows from Financing Activities

Proceeds from issuance of shares of no par value - 416,501

Costs from issuance of shares of no par value - (24,300)

______ ______

Net cash generated from financing activities - 392,201

______ ______

Cash Flows from Investing Activities

Investment 8 (20) (10)

______ ______

Net cash outflow from investing activities (20) (10)

______ ______

Net Increase in cash and cash

equivalents (216,732) 350,247

Cash and cash equivalents

at beginning of period 350,886 639

______ _______

Cash and Cash Equivalents at End of Period 134,154 350,886

______ _______

The accompanying accounting policies and notes form an integral part of these Financial Statements.

NOTES TO THE FINANCIAL STATEMENTS

YEAR ENDED 30 JUNE 2015

1. General Information

The Company was incorporated in the British Virgin Islands on 14 March 2012 as a private limited company with the name Ribes Resources Limited. On 3 September 2013 the company changed its name to Upland Resources Limited.

The Company has adopted a year end of 30 June. 

2 Summary of significant accounting policies

2.1 Basis of Preparation

The financial information is presented in Sterling (£).

The financial information has been prepared in accordance with IFRS as adopted by the European Union and the International Financial Reporting Interpretations Committee (IFRIC) interpretations and with those parts of the Companies Act 2006 applicable to companies reporting under IFRS.

The financial information has also been prepared under the historical cost convention. A summary of the material accounting policies, which have been applied consistently, are set out below.

The preparation of the financial information in conformity with IFRSs requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Company's accounting policies. The areas involving judgements or where estimates and assumptions are significant are disclosed in Note 2.10.

2.2 Basis of Consolidation

The consolidated financial information of the Group incorporates the financial statements of the Company and entities controlled by the Company (its subsidiaries).

The results of subsidiaries acquired or disposed of during the period are included in the consolidated income statement from the effective date of acquisition or up to the effective date of disposal, as appropriate. Where necessary, adjustments are made to the financial information of subsidiaries to bring the accounting policies into line with those used by the Group. All intra-group transactions, balances, income and expenses are eliminated on consolidation.

2.3 Financial Assets and Liabilities

Financial assets and liabilities comprise of cash at banks and trade payables arising in the normal course of business.

The fair value of financial assets and liabilities are not considered to be materially different to the book value and they are all held at amortised cost.

Financial assets and liabilities are accounted for as follows:

Financial assets and liabilities are initially recognised on the date at which the Group becomes a party to the contractual provisions of the instrument.

The Group derecognises a financial liability when its contractual obligations are discharged or cancelled or expire.

2.4 Cash and Cash Equivalents

Cash and cash equivalents include cash at bank with an original maturity of three months or less.

NOTES TO THE FINANCIAL STATEMENTS

YEAR ENDED 30 JUNE 2015

2.5 Equity

Equity comprises the following:

· "Share premium" represents the Premium paid on Shares issued of no par value; and

· "Retained earnings" represents retained losses.

2.6 Foreign Currency Translation

· Functional and presentation currency

Items included in the financial information are measured using the currency of the primary economic environment in which the entity operates ("the functional currency"). The financial statements are presented in Sterling (£), which is the Group's functional and presentational currency.

· Transactions and balances

Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions, and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies, are recognised in the income statement, except when deferred in equity as qualifying cash flow hedges and qualifying net investment hedges.

2.7 Related Parties

Parties are considered to be related to the Company if the Company has the ability, directly or indirectly, to control the party or exercise significant influence over the party in making financial and operating decisions, or vice versa, or where the Company and the party are subject to common control or common significant influence. Related parties may be individuals (being members of key management personnel, significant shareholders and/or their close family members) or other entities and include entities which are under significant influence of related parties of the Company where those parties are individuals, and post-employment benefit plans which are for the benefit of employees of the Company or of any entity that is a related party of the Company.

2.8 Operating Segments

Due to the current nature of the Group's operations, all costs are incurred within one segment.

2.9 Risk Management

The Directors consider the key risk for the Group at the period end to be the maintenance of its cash reserves. With this in mind the Group has treasury controls in place which ensure that the Group's liquid reserves are kept as cash only and are only deposited at institutions with at least an A credit rating.

NOTES TO THE FINANCIAL STATEMENTS

YEAR ENDED 30 JUNE 2015

2.10 Critical Accounting Estimates and Judgements

Use of Estimates and Judgements

The preparation of the financial information in conformity with IFRS requires management to make judgements, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expenses. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgements about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.

The Company and Group had no significant assets or liabilities as at 30 June 2015 which were measured using significant accounting estimates or judgements.

2.11 Standards and interpretations issued but not yet applied

Certain changes to IFRS will be applicable for the Group's financial information in future periods.

To the extent that the Group has not adopted these early in the current financial information, they will not affect the Group's reported profit or equity but they will affect disclosures.

As at the date of approval of this financial information, the following standards and interpretations were in issue but not yet endorsed by the European Union:-

· IFRS 9 Financial Instruments (issued July 2014). IFRS 9 addresses the classification and measurement of financial assets and will replace IAS 3. This Standard will be effective for annual periods beginning on or after 1 January 2018;

· IFRS 15 - Revenue from Contracts with Customers (issued on 28 May 2014). IFRS 15 sets out at what point and how revenue is recognised and also requires enhanced disclosures. Revenue contracts should be recognised in accordance with a single, principles based five-step plan. This Standard will be effective for accounting periods beginning on or after 1 January 2018;

· Amendments to IFRS 10, IFRS 12 and IAS 28 - Investment Entities: Applying the Consolidation Exception (issued on 18 December 2014) and which will be effective for annual periods beginning on or after 1 January 2016;

· Amendments to IAS 1 - Disclosure Initiative (issued on 18 December 2014) and which will be effective for accounting periods beginning on or after 1 January 2016;

· Annual Improvements to IFRSs 2012-2014 Cycle (issued on 25 September 2014) and which will be effective for accounting periods beginning on or after 1 July 2016;

· Amendments to IFRS 10 and IAS 28 - Sale or Contribution of Assets between an Investor and its Associate or Joint Venture (issued on 11 September 2014);

· Amendment to IAS 27 - Equity Method in Separate Financial Statements (issued on 12 August 2014) and which will be effective for accounting periods beginning on or after 1 January 2016;

· Amendments to IAS 16 and IAS 38 - Clarification of Acceptable Methods of Depreciation and Amortisation (issued on 12 May 2014); and

· Amendment to IFRS 11 - Accounting for Acquisitions of Interests in Joint Operations (issued on 6 May 2014). This amendment concerns the accounting of acquisitions of an interest in a joint operation and will be effective for annual periods beginning on or after 1 January 2016.

The Directors have considered the impact of the above standards and do not believe that they will have a material impact on the Group. Numerous other minor amendments to standards have been made as a result of the IASB's annual improvement projects.

NOTES TO THE FINANCIAL STATEMENTS

YEAR ENDED 30 JUNE 2015

3. Share Capital

On incorporation 100 ordinary shares were issued and which were sub-divided into 15,000,000 shares of no par value on 19 July 2013. The company subsequently issued a further 68,437,861 shares of no par value. See also note 14 to the financial statements for detail of shares issued subsequent to the balance sheet date.

4. Dividends

No dividend has been declared or paid by the Company during the year ended 30 June 2015 nor during the year ended 30 June 2014.

5. Operating loss

The operating loss is stated after charging:-

Auditors' remuneration - non-audit services includes £3,500 that has also been reflected in the exceptional item disclosed above.

NOTES TO THE FINANCIAL STATEMENTS

YEAR ENDED 30 JUNE 201

6. Financial Risk Management

The Group's activities expose it to a variety of financial risks: market risk (including currency risk), credit risk and liquidity risk. The Group's overall risk management programme seeks to minimise potential adverse effects on the Group's financial performance.

Risk management is carried out by the Board.

(a) Market Risk

Foreign exchange risk

The Group is exposed to foreign exchange risk arising from currency exposure, primarily with respect to the US Dollar. Foreign exchange risk arises from future commercial transactions and recognised assets and liabilities.

The exposure to this risk is not considered material to the Group and thus the Directors consider that, for the time being, no hedging or other arrangements are necessary to mitigate this risk.

(b) Credit Risk

Credit risk arises from cash and cash equivalents.

The Group considers the credit ratings of banks in which it holds funds in order to reduce exposure to credit risk. The Group will only keep its holdings of cash and cash equivalents with institutions which have a minimum credit rating of 'A'.

(c) Liquidity Risk

Management of liquidity risk is achieved by monitoring budgets and forecasts against actual cash flows.

Capital Risk Management

The Group's objectives when managing capital are to safeguard the Group's ability to continue as a going concern, in order to provide returns for shareholders and benefits for other stakeholders, and to maintain an optimal capital structure.

The Company monitors capital on the basis of the equity held by the Company, which at 30 June 2015 was £95,418 and at 30 June 2014 was £316,487.

NOTES TO THE FINANCIAL STATEMENTS

YEAR ENDED 30 JUNE 2015

7. Taxation

The Company is BVI incorporated and as such, no tax losses have arisen in the period on its losses.

8. Investments

Subsidiary undertakings

Cost and net book value £

At 1 July 2014 10

Additions 20

______  

At 30 June 2015 30

______ Details of subsidiaries as at 30 June 2015 was as follows:

Upland (Ksar Hadada) Limited is 100% owned by Upland (S Tunisia) Limited and Upland (El Fahs) Limited is 100% owned by Upland (N Tunisia) Limited.

* refer to the Directors' Report

NOTES TO THE FINANCIAL STATEMENTS

YEAR ENDED 30 JUNE 2015

9. Other debtors

2015 2014

£ £  

Prepayments 642 777

______ ______ 

642 777

______ ______

There are no differences between company and group figures, by virtue of the company providing in full against intercompany receivable balances. Accordingly, separate presentation of company and group other debtors was not considered necessary in the consolidated financial statements.

10. Other payables

2015 2014 £ £

Trade creditors - 10,000

Accruals 39,408 25,186

______ ______ 39,408 35,186

______ ______

There are no differences between company and group figures, such that separate presentation of company and group other payables was not considered necessary in the consolidated financial statements.

11. Capital and Financial Commitments

There were no capital commitments authorised by the Directors or contracted for as at 30 June 2015. At the balance sheet date, there were financial commitments associated with the listing of the company as disclosed in the Prospectus. 

12. Related party transactions

During the year ended 30 June 2015 Upland Resources Limited was charged fees of £Nil by Optiva Securities Limited ("Optiva"), of which C G St J Dennis and J E S King are also Directors and shareholders (2014: £24,300). At the balance sheet date a balance of £Nil (2014: £Nil) was outstanding as payable to Optiva. As at 30 June 2015 and as at 30 June 2014, Optiva held a 17.98% shareholding in the Company.

During the year ended 30 June 2015 provision for directors' fees relating to Messrs J E S King and C G St J Dennis totalling £24,000 have been reflected in the financial statements and included in accruals (2014: £12,000). 

During the year ended 30 June 2015 the company was charged director's fees totalling £60,000 by Derwent Resources Limited ("Derwent"), in respect of the services of G H S Staley (2014: £30,000). At the balance sheet date a balance of £5,000 was outstanding and payable to Derwent and reflected in accruals (2014: £15,000 outstanding and payable to Derwent. Of this balance, £10,000 was included in trade creditors and £5,000 in accruals). As at 30 June 2015 and as at 30 June 2014, G H S Staley held a 19.52% shareholding in the Company.

NOTES TO THE FINANCIAL STATEMENTS

YEAR ENDED 30 JUNE 2015

12. Related party transactions (continued)

As at 30 June 2015 and as at 30 June 2014, the Director M Norza Zakaria, held a 15.43% shareholding in the Company.

13. Ultimate controlling party

The directors believe there to be no ultimate controlling party.

14. Post balance sheet events

On 26 October 2015, Upland's shares were admitted to listing on the Official List of the UK Listing Authority ("UKLA") by way of a standard listing under Chapter 14 of the UKLA's Listing Rules and to trading on the London Stock Exchange's main market for listed securities.

The Listing was accompanied by the issue of 130,000,000 new ordinary shares in the Company at a price of 1 pence per share, hence raising £1.3 million (before expenses). This has provided Upland with considerable additional liquidity and access to broader sources of capital, which will allow it to consider a wider range of opportunities.