Regulatory news announcement

Interim Results and Notice of AGM

 
TIDMKEP 
 
31 January 2017 
 
                               KAROO ENERGY PLC 
                       ("Karoo Energy" or the "Company") 
 
           Interim Results for the Six Months Ended 31 October 2016 
                                      And 
                                 Notice of AGM 
 
CHIEF EXECUTIVE OFFICER STATEMENT 
 
I am pleased to report that the Company has made continued progress over recent 
months particularly with our exploration programme. We announced recently that 
exploration work in the Gemsbok Basin covered by the Company's Prospecting 
Licences EL001/2012 and PL171/2015 has produced results which confirm the 
geological model for the Company's exploration programme. This model, based on 
multiple research projects, including deep boreholes and seismic surveys, 
undertaken by the Department of Geological Survey of Botswana and other 
published academic works, predicts a deep sedimentary basin, the Gemsbok Basin, 
infilled by Karoo Supergroup sedimentary rocks underlain by Nama Group 
sedimentary rocks. Both groups of rock, Karoo and Nama, are known to contain 
organic shales which form the target for this exploration project. This 
announcement underlines our commitment to and belief in the potential for shale 
gas within our portfolio of licences and we are continuing our exploration work 
and look forward to announcing our progress in due course. 
 
FINANCIALS 
The financial results for the six months to 31 October 2016 show a loss after 
taxation of GBP126,162 (2015: GBP81,231). 
 
OUTLOOK 
I am pleased at the exploration results delivered since my last report to 
shareholders and believe we are making steady progress with our exploration 
programme on our portfolio of licences in Botswana. We look forward to 
providing investors with detail on further progress over the coming weeks. 
 
ANNUAL GENERAL MEETING 
Karoo Energy is pleased to announce that the Annual General Meeting of the 
Company will be held at the offices of Peterhouse Corporate Finance Limited, 
3rd Floor, New Liverpool House, 15 Eldon Street, London, EC2M 7LD on Tuesday 21 
February 2017 at 11.00 a.m. 
 
Notice of the Annual General Meeting has been posted to shareholders and is 
available on the NEX Exchange Growth Market website at the following link: 
http://www.nexexchange.com/member?securityid=1317104 
 
Noel Lyons 
CEO 
29 January 2017 
 
The Directors of Karoo Energy accept responsibility for the content of this 
announcement. 
ENQUIRIES: 
 
Karoo Energy PLC 
Noel Lyons 
020 3130 0674 
 
Corporate Adviser 
Peterhouse Corporate Finance Limited 
Guy Miller / Mark Anwyl 
020 7469 0930 
 
 
 
Consolidated Income Statement for the 6 months ended 31 October 
 
                                                                             Restated* 
 
                                              Notes              2016             2015 
                                                            Unaudited        Unaudited 
 
                                                                    GBP                GBP 
 
Revenue 
 
Cost of sales                                                       -                - 
 
Gross profit                                                        -                - 
 
Administrative expenses                                     (125,749)         (83,979) 
 
Operating loss                                              (125,749)         (83,979) 
 
Finance costs                                                 (1,630)            (226) 
 
Loss before taxation                                        (127,379)         (84,205) 
 
Taxation                                        1                   -                - 
 
  Minority interests                                            1,217            2,974 
 
Loss for the financial year attributable to                 (126,162)         (81,231) 
the Company's equity shareholders 
 
Earnings per share from operations 
 
Basic and diluted earnings per share (GBP)        2            (0.0678)         (0.0555) 
 
 
 
 
 
Consolidated Statement of Comprehensive Income for the 6 months ended 31 
October 
 
                                                                              Restated* 
 
                                                                 2016              2015 
                                                            Unaudited         Unaudited 
 
                                                                    GBP                 GBP 
 
Loss for the financial year                                 (126,162)          (81,231) 
 
Total comprehensive income for the financial year 
attributable 
 
to the Company's equity shareholders                        (126,162)          (81,231) 
 
 
*See note 6. 
 
 
 
 
 
Consolidated Balance Sheet as at 31 October 
 
                                           Notes     31 October           31      30 April 
                                                           2016      October          2016 
                                                      Unaudited         2015       Audited 
                                                                   Unaudited 
 
Assets                                                        GBP            GBP             GBP 
 
Non-current assets 
 
Intangible assets                            4          477,051      324,594       362,252 
 
Current assets 
 
Receivables                                              26,244       26,679        19,011 
 
Cash and cash equivalents                               168,261       14,482       294,546 
 
                                                        194,505       41,161       313,557 
 
Total Assets                                            671,556      365,755       675,809 
 
Equity and liabilities 
 
Capital and reserves 
 
Share capital                                3          468,306      370,814       450,449 
 
Share premium                                         1,758,802      525,622     1,576,659 
 
Retained earnings                                   (1,822,896)    (719,866)   (1,696,734) 
 
Shareholders' funds                                     404,212      176,570       330,374 
 
Minority Interests                                        4,086        3,948         5,303 
 
                                                        408,298      180,518       335,667 
 
Current liabilities: 
 
Trade and other payables                                263,258      185,236       340,132 
 
Total equity and liabilities                            671,556      365,754       675,809 
 
 
 
Consolidated Statement of Changes in Equity 
 
Unaudited 
 
                                            Share     Share    Retained Minority     Total 
                                                    premium 
                                          capital              earnings interest 
 
                                                GBP         GBP           GBP        GBP         GBP 
 
For the 6 months ended 31 October 2016 
 
Balance at 1 May 2016                     450,449 1,576,659 (1,696,734)    5,303   335,677 
 
Loss for the year                               -         -   (126,162)  (1,217) (127,379) 
 
Total comprehensive income                      -         -   (126,162)  (1,217) (127,379) 
 
Issue of shares                            17,857   196,529           -        -   214,386 
 
Cost of share issue                             -  (14,386)           -        -  (14,386) 
 
Balance at 31 October 2016                468,306 1,758,802 (1,822,896)    4,086   408,298 
 
For the 6 months ended 31 October 2015 
 
Balance at 1 May 2015                     362,264   431,572   (638,635)    6,922   162,123 
 
Loss for the year                               -         -    (81,231)  (2,974)  (84,205) 
 
Total comprehensive income                      -         -    (81,231)  (2,974)  (84,205) 
 
Issue of shares                             8,550    94,050           -        -   102,600 
 
MI on acquisition                               -         -           -        -         - 
 
Share based payments                            -         -           -        -         - 
 
Balance at 31 October 2015                370,814   525,622   (719,866)    3,948   180,518 
 
 
 
Consolidated Statement of Cash Flows for the 6 months ended 31 October 
 
                                                                       Restated* 
 
                                              Notes          2016           2015 
                                                        Unaudited      Unaudited 
 
                                                                GBP              GBP 
 
Cash flow from operating activities 
 
Loss for the financial year before tax                  (127,379)       (84,206) 
 
Finance costs                                               1,630            226 
 
                                                        (125,749)       (83,980) 
 
Changes in working capital 
 
(Increase) / decrease in trade and other                  (7,233)         15,574 
receivables 
 
(Decrease) / increase in trade and other                (134,368)         11,334 
payables 
 
Cash outflow from operating activities                  (267,350)       (57,072) 
 
Cash flow from investing activities 
 
Purchase of intangible exploration assets                (58,935)       (60,198) 
 
Net cash used in investing activities                    (58,935)       (60,198) 
 
Cash flow from financing activities 
 
Issue of shares                                           214,386        102,600 
 
Costs of share issue                                     (14,386)              - 
 
Net cash from financing activities                        200,000        102,600 
 
Net decrease in cash and cash equivalents               (126,285)       (14,670) 
 
Cash and cash equivalents at beginning of                 294,546         29,152 
financial period 
 
Cash and cash equivalents at end of financial             168,261         14,482 
period 
 
*See note 6. 
 
 
 
Principal Accounting Policies 
 

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January 31, 2017 10:21 ET (15:21 GMT)

DJ Karoo Energy Plc Interim Results and Notice of AGM -2-

Basis of preparation 
 
The interim financial statements for Karoo Energy plc have been prepared on the 
basis of the accounting policies set out in the audited financial information 
for the year ended 30 April 2016, which complied with International Financial 
Reporting Standards as adopted for use in the European Union ("IFRS"). The 
financial information for the periods ended 31 October 2016 and 31 October 2015 
is unaudited. 
 
IFRS is subject to amendment and interpretation by the International Accounting 
Standards Board ("IASB") and the IFRS Interpretations Committee and there is an 
on-going process of review and endorsement by the European Commission. 
 
The financial information has been prepared in accordance with the recognition 
and measurement requirements of IFRS that the Directors expect to be applicable 
as at 30 April 2017. 
 
The preparation of condensed consolidated interim financial information 
requires management to make judgements, estimates and assumptions that affect 
the application of accounting policies and the reported amounts of assets and 
liabilities, income and expense. Actual results may differ from those 
estimates. 
 
In preparing these interim financial statements, the significant judgements 
made by management in applying the Group's accounting policies and the key 
sources of estimation uncertainty were the same as those that applied to the 
consolidated financial statements for the year ended 30 April 2016. 
 
Notes to the Consolidated Interim Financial Information 
 
1.    Taxation 
 
Analysis of charge in year 
 
                                                                  2016        2015 
                                                             Unaudited   Unaudited 
 
                                                                     GBP           GBP 
 
Current tax 
 
United Kingdom 
 
UK corporation tax on loss for the year                              -           - 
 
Adjustments to prior year taxation                                   -           - 
 
Deferred tax 
 
United Kingdom 
 
Origination and reversal of temporary differences                    -           - 
 
Corporation tax charge                                               -           - 
 
 
 
 
The differences are explained as follows: 
 
                                                                  2016        2015 
                                                             Unaudited   Unaudited 
 
                                                                     GBP           GBP 
 
Loss before tax                                              (127,379)    (84,206) 
 
Loss on ordinary activities multiplied by standard rate of    (25,476)    (17,683) 
corporation tax in the UK of 20% and 21% 
 
Tax effects of: 
 
Expenses not deductible for tax purposes 
 
Unrelieved tax losses carried forward                           25,476      17,683 
 
Adjustment to tax charge in respect of previous periods              -           - 
 
Changes in tax rates                                                 -           - 
 
Corporation tax charge                                               -           - 
 
2.    Earnings per share 
 
Basic earnings per share is calculated by dividing the earnings attributable to 
Ordinary Shareholders by the weighted average number of Ordinary Shares 
outstanding during the period. 
 
The Group does not have any potentially dilutive shares in any of the periods 
presented due to the losses reported, therefore the basic and diluted earnings 
per share are the same. 
 
Basic earnings per share 
 
                                                                  2016         2015 
                                                             Unaudited    Unaudited 
                                                                     GBP            GBP 
 
Total basic loss per share                                    (0.0678)     (0.0555) 
 
 
The losses and weighted average number of Ordinary Shares used in the 
calculation of basic earnings per share are as follows: 
 
                                                                 2016         2015 
                                                            Unaudited    Unaudited 
                                                                    GBP            GBP 
 
Loss used in the calculation of total basic and diluted     (126,162)     (81,232) 
earnings per share 
 
 
 
 
                                                                   2016           2015 
                                                              Unaudited      Unaudited 
                                                                 Number         Number 
 
Number of shares 
 
Weighted average number of Ordinary Shares for the purposes 186,158,089    146,272,243 
of basic earnings per share 
 
 
3.    Share capital 
 
                                                       2016                 2015 
                                                    Unaudited             Unaudited 
 
Allotted, issued, and fully paid:                       No        GBP          No         GBP 
 
Ordinary shares of 0.0025 each 
 
Opening balance                                180,179,829  450,449 144,905,504   362,264 
 
Shares issued: 
 
10 July 2015 - shares issued at 3p each                  -        -   1,000,000  2,500.00 
resulting in premium of GBP27,500 
 
30 July 2015 - shares issued at 3p each                  -        -   1,000,000  2,500.00 
resulting in premium of GBP27,500 
 
30 September2015 - shares issued at 3p each              -        -   1,140,000  2,850.00 
resulting in premium of GBP31,350 
 
7 October2015 - shares issued at 3p each                 -        -     280,000       700 
resulting in premium of GBP7,700 
 
31 May 2016 - shares issued at 3p each           7,142,857   17,857           -         - 
resulting in premium net of issue costs of GBP 
182,143 
 
                                               187,322,686  468,306 148,325,504   370,814 
 
 
As regards income and capital distributions, all categories of shares rank pari 
passu as if the same constituted one class of share. 
 
4.    Intangible assets 
 
                                                                           Exploration 
                                                                                assets 
 
                                                                                     GBP 
 
Cost & Net book value 
 
At 30 April 2016                                                               362,252 
 
Additions                                                                      114,799 
 
At 30 October 2016                                                             477,051 
 
At 30 April 2015                                                               214,396 
 
Additions                                                                      110,198 
 
At 30 October 2015                                                             324,594 
 
 
Licence 001/2012 has expired in December 2015 and the renewal application has 
been lodged with the government of Botswana, which process is anticipated to 
take several months. 
 
Management do not consider the asset to be impaired at 31 October 2016 as they 
expect the renewal to be successful. 
 
Financial commitments in relation to licences held: 
 
The Group is required to meet a minimum of exploration activity, with costs 
dictated under the terms of the licences. These are anticipated to be as 
follows: 
 
                                Forecast FYE  Forecast FYE   Forecast FYE   Forecast FYE 
                                        2017          2018           2019           2020 
 
Exploration expenses                GBP223,456    GBP1,178,790     GBP2,186,263       GBP956,929 
 
5.    Events after the balance sheet date 
 
The following shares have been issued by the Company since the balance sheet 
date: 
 
Date                   Number of shares     Price per share        Funds raised 
 
10 November 2016                378,622                  3p              11,358 
 
 
6.    Restatement of prior year comparatives 
 
  * As disclosed in the consolidated financial statements for the year ended 30 
    April 2016, the Group adopted IFRS for the first time: 
      + The transition resulted in the designation of the equity investments as 
        "held for trading", resulting in the gains and losses on the 
        investments being recognised in profit or loss for the year where 
        previously under UK GAAP these gains and losses were recognised in a 
        revaluation reserve. 
      + For the comparative period ended 31 October 2015, this resulted in an 
        adjustment to recognise finance costs of GBP226 
  * The cash flow statement for the period ended 31 October 2015 has been 
    restated to reflect that GBP37,499 of intangible additions were creditors at 
    the reporting date, reducing the purchase of intangible exploration assets 
    amount reported in the cash flow statement by that amount. 
 
 
 
END