TIDMAOGL
RNS Number : 5409D
Attis Oil and Gas Ltd
29 October 2020
Attis Oil & Gas ("Attis" or "the Company")
Interim Results
Attis (AIM: AOGL) is pleased to announce its unaudited interim
financial results for the six months ended 30 June 2020.
Chairman's Statement
In line with its stated strategy as announced on 2 January 2020,
the Company commenced its asset sale programme.
The Company announced on 1 February 2020 that it had sold its
interest in the Bivins 115 Lease in the Red Cave formation in the
Texas Panhandle for a consideration of US$50,000 paid in cash. The
Company acquired the Bivins 115 Lease in October 2019 for a
consideration of US$23,000.
The Company announced on 12 May 202 that it had disposed of its
subsidiary company, Northcote Cleveland LLC, which held the Zink
Ranch lease, for a consideration of $250,000 payable in cash in 5
monthly instalments. Mr Paolo Amoruso, Executive Chairman of the
Company participated in this sale acquiring a 20% interest in
Northcote Cleveland LLC. The Company further announced the disposal
of its interests in the Fort Worth field for a nominal amount and
the relinquishment of the bond associated with the field for the
assumption by the acquiror of the plugging and abandonment
("P&A") and tax liabilities associated with the 98 wells on the
field.
On 28 May 2020, the Company announced that it had raised
GBP600,000 via a placing of ordinary shares in the Company for cash
at 0.0115 pence per share ("Placing"). At the same time, Holders of
the Bridge Loan facility (announced on 22 October 2019) were
offered the opportunity to convert their outstanding Loan and
interest into Ordinary Shares in the Company at a price of 0.0075
pence and a re-pricing of the warrants attached to the loan to
0.015 pence per share. Holders of GBP370,543.14 (principal plus
accrued interest) of the Bridge Loan elected to convert and
therefore the Company issued 4,940,575,180 Ordinary Shares at
0.0075 pence per share. The remaining Bridge Loan Holders holding
GBP74,846.51 in principal and accrued interest were repaid from the
proceeds of the Placing.
Post period end the Company sold its wholly owned subsidiary,
Mayan Energy USA, LLC (the company that held the Austin Field
assets) and Attis Operating I, Inc. to Esparza Energy Holdings LLC
for a net consideration of $193,000 payable in monthly instalments
equal to 50% of the gross revenue generated from oil and gas sales
over a period no longer than 36 months. Any amount not paid at the
end of the term is owed as a lump sum to the Company. Northcote
Energy USA Inc. will retain a security interest in the wells and
the production from the wells until the consideration is p aid. On
5 August 2020 shareholders approved the sale of the Austin Field
Assets at a General Meeting of Shareholders.
Following disposal of the Austin Field Assets, the Company
became an AIM Rule 15 cash shell and as such will be required to
make an acquisition, or acquisitions, which constitutes a reverse
takeover under AIM Rule 14 on or before 5 February 2021 failing
which, the Company's Ordinary Shares would then be suspended from
trading on AIM pursuant to AIM Rule 40. Admission to trading on AIM
would be cancelled six months from the date of suspension should
the reason for the suspension not have been rectified.
The Company is now actively seeking a transaction with the
ability to increase value for shareholders and the Board is
actively reviewing opportunities.
Paolo G Amoruso
Executive Chairman
29 October 2020
A copy of this announcement and the Interim Results will be
available on the Company's web site. For further information visit
www.attisog.com or contact the following:
Paolo Amoruso Attis Oil & Gas Ltd +1 713 869 1544
Roland Cornish Beaumont Cornish Ltd +44 20 7628 3396
James Biddle Beaumont Cornish Ltd +44 20 7628 3396
Duncan Vasey Peterhouse Capital Limited +44 20 7220 9792
Lucy Williams Peterhouse Capital Limited +44 20 7220 9792
ATTIS OIL & GAS LTD CONDENSED CONSOLIDATED INTERIM FINANCIAL
STATEMENTS
Attis Oil & Gas Ltd Consolidated Statement of Comprehensive
Income
for the Interim six months period ended 30 June 2020
Six Months to Six Months to Year Ended
30 June 30 June 31-Dec
Note 2020 2019 2019
(Unaudited) (Unaudited) (Audited)
US$ 000's US$ 000's US$ 000's
Administrative expenses
Impairment of financial assets at fair
value through profit or loss (65) - (1,602)
Other administrative expenses (75) (792) (1,702)
Total administrative expenses (140) (792) (3,304)
Operating loss (140) (792) (3,304)
------------------- ------------------- -------------------
Loss on disposal of subsidiary (700)
Finance costs (22) (2) (13)
------------------- ------------------- -------------------
Loss before income tax (862) (794) (3,317)
Income tax expense - - -
Loss for the period from continuing operations (862) (794) (3,317)
------------------- ------------------- -------------------
Profit (Loss) from discontinued operations, net
of tax 860 (278) (2,361)
Loss for the period (2) (1,072) (5,678)
------------------- ------------------- -------------------
Other comprehensive income:
Items that may be subsequently reclassified
subsequently to profit or loss:
Currency translation differences (366) 48 37
Total comprehensive income (368) (1,024) (5,641)
------------------- ------------------- -------------------
There are no discontinued activities
Loss per share from continuing and discontinued
operations US cents per share US cents per share US cents per share
attributable to the owners of the parent during
the period
- Basic & diluted (US cents per share) 3 (0.00) (0.04) (0.17)
Attis Oil & Gas Ltd Consolidated Statement of Financial
Position
As at 30 June 2020
Six Months Six Months
to to Year to
30 June 30 June 31 Dec
Note 2020 2019 2019
(Unaudited) (Unaudited) Audited
US$ 000's US$ 000's US$ 000's
ASSETS
Non-current assets
Property, plant and equipment 2 2 2
Total non-current assets 2 2 2
Current assets
Trade and other receivables 210 8 41
Financial assets at fair value
through profit or loss 38 419 142
Assets held for sale 467 4,249 900
Cash and cash equivalents 487 395 103
Total current assets 1,202 5,071 1,186
------------ ------------ ----------
TOTAL ASSETS 1,204 5,073 1,188
------------ ------------ ----------
LIABILITIES
Current liabilities
Trade and other payables (40) (140) (132)
Held for sale liabilities (1,198) (1,445) (1,530)
Borrowings 4 (69) - (568)
Total current liabilities (1,307) (1,585) (2,230)
TOTAL LIABILITIES (1,307) (1,585) (2,230)
------------ ------------ ----------
NET (LIABILITIES)/ASSETS (104) 3,488 (1,042)
============ ============ ==========
EQUITY ATTRIBUTABLE TO OWNERS
OF THE PARENT
Share Capital 5 - - -
Share premium 45,735 44,694 44,429
Foreign exchange reserve (454) (77) (88)
Reverse acquisition reserve (8,202) (8,202) (8,202)
Retained earnings (37,183) (32,927) (37,181)
TOTAL EQUITY (104) 3,488 (1,042)
============ ============ ==========
Attis Oil & Gas Ltd Consolidated Statement of Changes in
Equity
for the six months interim period ended 30 June 2020
Share capital Share premium Foreign Reverse Retained Total equity
exchange Acquisition earnings
reserve Reserve
US$ 000's US$ 000's US$ 000's US$ 000's US$ 000's US$ 000's
Balance as at 1
January 2019
(audited) - 40,789 (125) (8,202) (31,949) 513
---------------- --------------- -------------- ---------------- ---------------- ---------------- -------------
Loss for the
period - - 48 - (1,072) (1,024)
Items that may
be reclassified
subsequently to
profit or loss -
Currency
translation
differences - - - - - -
--------------- -------------- ---------------- ---------------- ---------------- -------------
Total
comprehensive
income for the
period - - 48 - (1,072) (1,024)
--------------- -------------- ---------------- ---------------- ---------------- -------------
Issue of Shares - 4,031 - - - 4,031
Share issue
costs - (32) - - - (32)
Exercise of warrants (94) - - 94 -
Balance as at
30 June 2019
(unaudited) - 44,694 (77) (8,202) (32,927) 3,488
--------------- -------------- ---------------- ---------------- ---------------- -------------
Balance as at 1
January 2020
(audited) - 44,429 (88) (8,202) (37,181) (1,042)
---------------- --------------- -------------- ---------------- ---------------- ---------------- -------------
Loss for the
period - - (366) - (2) (368)
Items that may
be reclassified
subsequently to
profit or loss -
Currency
translation
differences - - - - - -
Total
comprehensive
income for the
period - - (366) - (2) (368)
--------------- -------------- ---------------- ---------------- ---------------- -------------
Issue of Shares - 849 - - - 849
Conversion of
loan - 457 - - - 457
Balance as at
30 June 2020
(unaudited) - 45,735 (454) (8,202) (37,183) (104)
--------------- -------------- ---------------- ---------------- ---------------- -------------
Attis Oil & Gas Ltd Consolidated Cash Flow Statement
for the six month interim period ended 30 June 2020
Six Months Six Months
to to Year to
30 June 30 June 31 Dec
2020 2019 2019
(Unaudited) (Unaudited) Audited
US$ 000's US$ 000's US$ 000's
----------------------------------------- ------------ ------------ ----------
Cash flows from operating activities:
Loss for the period after tax
from continuing operations (862) (794) (3,317)
Adjustments for:
Impairment 65 - 1,602
Finance cost 22 2 13
Write-off of loans from subsidiaries
on disposal 950 - -
Broker placement warrants - - (103)
Trade creditors settled in shares - - 507
Share based payments 96 125 343
Foreign Exchange - (335) 36
Change in working capital items:
(Increase)/decrease in trade and
other receivables (169) 30 (3)
Increase/(decrease) in trade and
other payables (92) 412 (167)
Net cash inflow/(outflow) used
in operating activities 10 (560) (1,089)
------------ ------------ ----------
Cash flows used in investing activities
Net cash acquired on acquisition - 37 37
Proceeds from the sale of subsidiaries 55 - -
Proceeds from disposal of financial
assets at fair value through profit
or loss 19 - -
Net cash used in investing activities 74 37 37
------------ ------------ ----------
Cash flows from financing activities
Proceeds from issue of share capital 753 1,899 1,899
Share issue costs - (32) (178)
Proceeds from borrowings 69 - 557
Repayment of borrowings (111) - -
Net finance cost (22) (2) (1)
Net cash generated from financing
activities 689 1,865 2,277
------------ ------------ ----------
Net cash outflow from discontinued
operations (39) (1,020) (1,265)
------------ ------------ ----------
Net increase/(Decrease) in cash
and cash equivalents 734 322 (40)
Cash and cash equivalents at beginning
of period 103 143 143
Foreign exchange differences on
translation (350) - -
Cash and cash equivalents at end
of period 487 465 103
------------ ------------ ----------
Notes to Attis Oil & Gas Ltd Consolidated Financial
Statements (unaudited)
for the six months ended 30 June 2020
1. Basis of presentation
The condensed consolidated interim financial statements have
been prepared under the historical cost convention and on a going
concern basis and in accordance with International Financial
Reporting Standards and IFRIC interpretations adopted for use in
the European Union ("IFRS").
The condensed consolidated interim financial statements
contained in this document do not constitute statutory accounts,
for the current reporting period, or for earlier periods, but are
derived from those accounts where applicable. In the opinion of the
directors, the condensed consolidated interim financial statements
fairly present the financial position, result of operations and
cash flows for the period.
A copy of this Interim Financial Report is available on the
Company's website: www.attisog.com and was approved by the Board of
Directors on 29 October 2020.
Statement of compliance
The condensed consolidated interim financial statements have
been prepared in accordance with the requirements of the AIM Rules
for Companies. As permitted, the Company has chosen not to adopt
IAS 34 "Interim Financial Statements" in preparing these interim
condensed consolidated interim financial statements, which should
be read in conjunction with the audited annual financial statements
for the year ended 31 December 2019, which have been prepared in
accordance with IFRS as adopted by the European Union.
Accounting policies
The condensed consolidated interim financial statements for the
period ended 30 June 2020 has not been audited or reviewed in
accordance with the International Standard on Review Engagements
2410 issued by the Auditing Practices Board. The figures were
prepared using applicable accounting policies and practices
consistent with those adopted in the audited annual financial
statements for the year ended 31 December 2019.
2. Financial risk management and financial instruments
Risks and uncertainties
The Board continually assesses and monitors the key risks of the
business. The key risks that could affect Attis' medium term
performance and the factors that mitigate those risks have not
substantially changed from those set out in Attis' 2019 Annual
Report and Financial Statements, a copy of which is available from
Attis' website. The key financial risks are market risk, including
currency risk, credit risk and liquidity.
3. Loss per share
The calculation of earnings per share is based on the earnings
attributable to equity holders divided by the weighted average
number of shares on issue during the period.
Six Months Six Months
to to Year to
30 June 30 June 31 Dec
2020 2019 2019
(Unaudited) (Unaudited) (Audited)
US$ 000's US$ 000's US$ 000's
-------------------------------------------- -------------- -------------- --------------
Net Loss after taxation (2) (1,072) (5,678)
Weighted average number of ordinary shares
in issue 5,605,391,820 2,694,384,624 3,258,705,103
Earnings per share (cents) (0.00) (0.04) (0.17)
As referred to in Note 6 below, the Company has issued options.
However, based upon current share prices they presently have no
value and accordingly would not be exercised, hence basic and
diluted profit per share are the same. Historically the Company has
reported losses, in such a situation the inclusion of potential
ordinary shares would have resulted in a decrease in the loss per
share, and as such, their inclusion would be anti-dilutive.
Accordingly, a historic diluted loss per share has not been
calculated or included.
4. Borrowings
Borrowings consists of US$69,034 received during the period
under the United States Government's Paycheck Protection Program in
response to the COVID-19 pandemic. The loan can be converted into a
grant at the election of the Company as long as at least 60% of the
amount is applied to payroll expenditure and there is no reduction
in employee headcount.
5. Share capital
The authorised share capital of the Company and the called up
and fully paid amounts at 30 June 2019 were as follows:
A) Authorised US$'000s US$'000s
Unlimited Ordinary shares of no par value - -
Six Months to 30 June As previously reported
2020
(Unaudited) (as at 31 December 2019)
Audited
B) Called up, allotted, issued and fully paid Number of shares Nominal Number of shares Nominal
value value
----------------------------------------------- ----------------- ---------- ----------------- ----------
As at 1 January 2020 3,876,742,316 - 1,462,946,943 -
Additions:
31 May 2020 4,940,575,183 - - -
2 June 2020 5,881,009,911 - - -
28 January 2019 - - 810,890,438 -
8 February 2019 - - 20,000,000 -
30 April 2019 - - 2,008,712,394 -
21 October 2019 - - 102,450,000 -
As at 30 June 2020 14,698,327,562 - 3,876,742,316 -
----------------- ---------- ----------------- ----------
Shares issued on 31 May were issued at a price of 0.075 pence
per share, through the conversion of GBP370,543 in loans. Shares
issued on 2 June 2020 were issued at a price of 0.115 pence per
share, for a cash consideration of GBP600,000 (before share issue
costs), and GBP76,316 shares issued to creditors in settlement of
third party creditor services.
Shares issued on 21 January 2019 were issued at a price of 0.12
pence per share, for a cash consideration of GBP750,000 (before
share issue costs), as well as GBP223,069 shares issued to
creditors in settlement of third party creditor services and
directors fees.
Shares issued on 8 February 2019 were issued at a price of 0.12
pence per share, to creditors for the settlement of GBP35,000 of
third party creditor services.
Shares issued on 30 April 2019 were issued at a price of 0.14
pence per share, for a cash consideration of GBP700,000 (before
share issue costs, GBP39,560 shares issued to creditors in
settlement of third party creditor services and directors fees, and
GBP1,333,076 shares to acquire 100% of Attis Oil & Gas Limited
and its subsidiaries, affiliates and related entities.
Shares issued on 21 October 2019 were issued at a price of 0.10
pence per share, to creditors for the settlement of GBP50,750 of
third party creditor services and GBP51,700 and directors fees.
6. Share based payments
The following is a summary of the share options and warrants
outstanding and exercisable as at 30 June 2020 and 31 December
2019.
Share based payment:- 6 Months to 30 6 Months to 30 Year to 31 December
June 2020 June 2019 2019
Summary of Share Options (Unaudited) (Unaudited) (Audited)
and Warrants
------------------------------
Number Weighted Number Weighted Number Weighted
of options Average of options Average of options Average
and warrants Exercise and warrants Exercise and warrants Exercise
price price price
------------------------------
(000's) Pence (000's) Pence (000's) Pence
------------------------------ -------------- ---------- -------------- ---------- -------------- ----------
Outstanding and exercisable,
beginning of year 839,052 0.02 225,422 0.01 225,422 0.01
Granted - - 79,625 0.13 877,054 0.01
Exercised - - - - - -
Expired (224) 0.90 - (20,980) 0.47
Cancelled - - - - (242,444) 0.06
Outstanding and exercisable,
end of year 838,828 0.02 305,047 0.09 839,052 0.02
-------------- -------------- --------------
The above is expressed in GBGBP and not US$ cents due to the
terms of the options and warrants
7. Events after the reporting date
On 17 July 2020 the Company announced the Company's wholly owned
subsidiary, Mayan Energy USA, LLC, had entered into a sale and
purchase agreement, with Esparza Energy Holdings LLC, for the sale
of its Austin Field Assets for a net consideration of $193,000
payable in monthly instalments equal to 50% of the gross revenue
generated from oil and gas sales over a period no longer than 36
months. Any amount not paid at the end of the term is owed as a
lump sum to the Company. Mayan Energy USA, LLC will retain a
security interest in the wells and the production from the wells
until the consideration is paid. On 5 August 2020 shareholders
approved the sale of the Austin Field Assets at a General Meeting
of Shareholders.
On 8 September 2020 the Company announced that Thom Board had
resigned as a Director of the Company.
More details of the above events were released by RNS and are
also available from the Company's website www.attisog.com
The information contained within this announcement is deemed by
the Company to constitute inside information as stipulated under
the Market Abuse Regulations (EU) No. 596/2014 ("MAR").
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END
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