Final Results for year ended 30 September 2017

29 March 2018

 

TomCo Energy plc (AIM: TOM)

("TomCo" or the "Company")

 

Final Results for year ended 30 September 2017

 

TomCo Energy plc announces its full year results for the year ended 30 September 2017.

 

The annual report and accounts will shortly be available on the Company's website www.tomcoenergy.uk.com.

 

Enquiries:

 

For further information, please visit www.tomcoenergy.uk.com or contact:

 

 

 

 

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.

 

Chairman's Statement

 

I am pleased to present to the shareholders of TomCo Energy plc ("TomCo" or the "Company"), the Annual Report and Financial Statements for the year ended 30 September 2017.

 

The year ended September 2017 was a year of transition for the Company.  Following the Company's decision not to proceed with the proposed palm oil project at the start of its financial year, the Company reverted its focus to its core oil shale assets.

 

During the financial year, the Company announced that it had identified an oil shale extraction technology, proven from a technical feasibility perspective, which demonstrated the benefits and efficacy of using a process involving the use of radio frequency ("RF") in the extraction of oil & gas from oil shale. The Company believes that this relatively low-cost and environmentally benign disruptive technology has the potential to unlock TomCo's oil shale assets. As a result, the Company formed TurboShale Inc. ("TurboShale") to become the Company's technology arm, and in which JR Technologies LLC ("JRT") became a shareholder and TurboShale acquired the relevant patents for the RF technology and process from JRT.

 

Subject to securing the necessary funding, the Company will seek to undertake a field test programme on its own Holliday block to seek to demonstrate the suitability of the RF technology to the recovery of oil & gas from its oil shale assets on a commercial basis. Should the RF technology be shown to be commercially viable, the Company believes that there would potentially be additional licensing and royalty opportunities for the technology.

 

Through a joint venture between Badger, Raytheon and Texaco ("BART") during the early 1980's, a multimillion dollar commercial scale pilot programme was carried out on Texaco's Vernal, Utah oil shale block (located approximately 10 miles from TomCo's Holliday block) (the "BART Programme").  The BART Programme sought to apply RF energy to facture and retort in-situ oil shale to enable the recovery of oil & gas using conventional lifting methods.  Laboratory testing, theoretical analysis and full-scale field testing resulted in a fundamental understanding of the production economics, equipment design parameters, and other shale physical and electrical properties for oil & gas recovery.  The oil produced demonstrated a very high quality, low sulphur content similar to high quality Arabian crude.  However, whilst the BART Programme demonstrated a low cost of production of approximately US$4.5-9 per barrel, due to the low oil price at that time, the technology was never commercialised.

 

The BART Programme was technically overseen by JRT's Ray Kasevich, while he was Technical Director of BART at Raytheon. 

 

In March 2017, we announced the formation of a new Utah-based subsidiary, TurboShale.  Its executive and technology team comprises of Andrew Jones, Ray Kasevich and Jeb Rong of Massachusetts-based JRT and Graeme Hossie of UK-based Venture Development Partners Ltd.

 

TurboShale has acquired two key patents from JRT that form the basis for the RF process: US7891421B Method and Apparatus for In-Situ Radiofrequency Heating (US Application 62/017/408), and its patent application US2015/035433A1 Subsurface Multiple Antenna Radiation Technology (SMART).  We have every confidence that the TurboShale technology represents the best opportunity for the Company in unlocking the value of its oil shale assets in the near to mid-term.

 

The Company is therefore seeking to build on the findings of the BART Programme and I am delighted to say that good progress continues to be made.  This has included the commencement of preliminary lab work in September 2017, and the continued review of the historical data to finalise the proposed work programme for TurboShale.

 

Having identified significant cost savings, the Company plans, subject to the Company securing the requisite funding, for TurboShale to undertake a four to six month field test programme on the Company's Holliday Block, to seek to demonstrate that the RF technology can be used to recover oil & gas on an economic basis with the ultimate goal of moving towards commercial production of its oil shale assets.  I look forward to keeping shareholders updated on our progress in this regard.

 

The Company is pleased to announce that the Utah Division of Oil, Gas and Mining has extended its Exploration Permit E/047/0061 to 1 February 2019.  The Company's two licences remain valid until 2024.

 

The Board continued to monitor and tightly maintain its overheads.  Since the year end, the Company has raised, in aggregate, £200,000 via unsecured loans from Christopher Brown, the Company's largest shareholder and ex-CEO in January 2018 and March 2018.  As at 28 March 2018, following receipt of the second £100,000 loan from Christopher Brown, the Company had cash of approximately £177,000 and cash flow forecasts indicate that the Company will have sufficient funds through to August 2018 as detailed in Note 1.1 to the financial statements.  As such, the Company will need to raise further funds to meet its working capital requirements and undertake its development plans.  Whilst the Board remains confident of the Company's ability to raise further funds, there can be no guarantee that the Company will be able to secure the necessary funds or certainty as to the terms on which such funding will be available for its working capital and/or development plans.  These circumstances represent a material uncertainty in respect of going concern.

 

I would like to take this opportunity to welcome John Potter to the Board as the Company's Chief Executive Officer.  His efforts and dedication since joining the Company have proven invaluable.  I would also like to thank Christopher Brown, who stepped down as the Company's CEO at the beginning of 2018, especially for all his diligent research work in identifying our new technology choices.  I and the Board would also like to thank him for his continuing support.

 

On a final personal note, I have spoken with a number of shareholders and wholeheartedly agree that the Company needs to provide a more proactive and engaging corporate communications programme.  As part of our efforts to be more transparent, we have decided to hold this year's AGM in London and I particularly look forward to updating as many shareholders as possible on developments as we seek to move forward with the field test programme.

 

 

Andrew Jones

Chairman, TomCo Energy PLC

 

 

Directors' Report

 

The Directors submit their report and the financial statements of the Company and of the Group for the year ended 30 September 2017.

 

PRINCIPAL ACTIVITY

 

The principal activity of the Group is that of developing its oil shale leases for future production.

 

RISK ASSESSMENT

 

The Group's oil and gas activities are subject to a range of financial and operational risks which can significantly impact on its performance.

 

Operational risk

 

The Group has obtained resource assessments in relation to its oil shale leases, the latest of which was obtained in 2012 showing 126 million barrels of oil in recoverable JORC Measured Resource.  This report was based on using Red Leaf Resources Inc.'s ("Red Leaf") EcoShale™ technology for which TomCo purchased a license for in 2010.  Following Total E&P USA Oil Shale, LLC ("TOTAL") decision in 2016 not to proceed with Red Leaf's Early Production System, the Company decided to make a full provision against its investment into Red Leaf and the EcoShale™ technology asset and sought to identify other technologies and processes for unlocking the potential of its oil shale assets.

 

This resulted in the Company identifying a multi-million dollar programme, which was conducted during the early 1980's through the collaboration of Badger, Raytheon and Texaco, colloquially referred to as the "BART Programme".  The purpose of the BART Programme, which was carried out approximately 10 miles from the Company's Holliday Block, was to prove that the use of radio frequencies, applied correctly, could form the foundation of a process to produce oil from oil shale whist having production/operating costs significantly lower than its competitors and with the added benefit of having little or no requirement for water and having minimal environmental impact.  Although the programme proved the ability to recovery high quality crude, the programme did not advance due to the falling oil price.

 

Having identified the technology, the Company, in partnership with JR Technologies LLC ("JRT"), the principle of which was involved in the BART Programme, formed TurboShale Inc. to seek to advance the RF technology used in the BART Programme.  The required patents associated with the RF technology have also been transferred by JRT to TurboShale.

 

The Company is seeking to undertake, subject to funding, a field test programme on its Holliday block to seek to demonstrate that the RF technology can be used to recover oil & gas on an economic basis with the ultimate goal of moving towards commercial production of its oil shale assets.  If the Company does not secure the requisite funding it will not be able to undertake the proposed field test programme and will not be able to advance its oil shale assets.

 

The Directors have identified the following risks in relation to migrating to this, TurboShale Technology:

·    This RF process does not use surface mining and instead works in-situ, through the use of Radio Frequency Antennas located within drilled boreholes.  Accordingly, whilst the Group's Holliday block has been granted all the necessary permits required in using Red Leaf's EcoShale™ technology, including a Large Mining Operating permit ("LMO"), switching to TurboShale's technology will likely require its LMO to be downgraded to either a Small Mining Operating permit ("SMO") or to a simple Oil Mining permit.  The Company has not yet engaged in detailed discussed with the relevant regulatory authorities regarding this matter.  The Directors are though confident that this will not present any material issues nor will it receive any objections, particularly as the permissions being sought would be less onerous than the permissions already held.

·    Notwithstanding the successful outcome of the BART Programme, TurboShale will seek to undertake, subject to the Company securing the necessary funds, its own field test programme on the Company's Holliday Block to demonstrate that TurboShale's technology can be used to recover oil and gas on an economic basis with the ultimate goal of moving towards commercial production of the Company's oil shale assets.  The Company and TurboShale have already prepared a project scope and plan for the field test programme, along with the schedule of what they will seek to prove.  This field test programme is planned to commence following the requisite funding being secured.

 

Risks relating to Environmental, health and safety and other regulatory standards

 

The Group's future extraction activities are subject to various federal and state laws and regulations relating to the protection of the environment including the obtaining of appropriate permits and approvals by relevant environmental authorities.  Such regulations typically cover a wide variety of matters including, without limitation, prevention of waste, pollution and protection of the environment, labour regulations and worker safety.  Furthermore, the future introduction or enactment of new laws, guidelines and regulations could serve to limit or curtail the growth and development of the Group's business or have an otherwise negative impact on its operations.  The Group ensures it complies with the relevant laws and regulations in force in the jurisdictions in which it operates.

 

Liquidity and interest rate risks

 

The Group is ultimately dependent on sources of equity or debt funding to develop TurboShale and in turn its exploration assets and meet its day to day capital commitments.  Cash forecasts identifying the liquidity requirements of the Group are produced frequently and are reviewed regularly by management and the Board.  This strategy will continually be reviewed in the light of developments with existing projects and new project opportunities as they arise.  For further information regarding the Group's cash resources and future funding requirements, refer to the 'Going Concern' section below.

 

Currency risk

 

Due to the limited income and expenses denominated in foreign currencies, it was not considered cost effective to manage transactional currency exposure on an active basis.  However, as the financial statements are reported in sterling, any movements in the exchange rate of foreign currencies against sterling may affect the Group's statements of comprehensive income and financial position.  The Group holds some cash in US dollars to mitigate the foreign exchange risk.

 

Financial instruments

 

The Group holds an investment in Red Leaf which remains fully provided against.  Further details can be found in Note 10.

 

It was not considered an appropriate policy for the Group to enter any hedging activities or trade in any financial instruments.  Further information can be found in Note 18.

 

RESULTS AND DIVIDENDS

 

The statement of comprehensive income is set out on page 12.  The Directors do not propose the payment of a dividend (2016: £nil).

 

REVIEW OF THE KEY EVENTS DURING THE YEAR

 

TurboShale Inc.

 

In March 2017, TomCo incorporated a new US company TurboShale, and entered into agreements with JRT in which JRT became minority holders of the equity in TurboShale.  TurboShale acquired the rights from JRT over two patents US7891421B Method and Apparatus for In-Situ Radiofrequency Heating (US Application 62/017/408), and the patent application US2015/035433A1 Subsurface Multiple Antenna Radiation Technology (SMART) which are the two key patents relating to TurboShale's technology and process. 

 

Palm Oil

As disclosed in the 2016 annual report, the Company's palm oil project was suspended in November 2016.

 

Financing

 

During the financial year, TomCo carried out a consolidation and subdivision of its shares to rationalise its shareholder base.  Particulars are given in Note 15.  In July 2017, £250,000 was raised by means of an equity placing.  The proceeds, £229,000 net of costs, have been employed on the TurboShale project and general working capital requirements.  In addition, after the year end TomCo has received unsecured loans of, in aggregate, £200,000 from Christopher Brown, repayable by March 2019.

 

As at 28 March 2018, following receipt of the second £100,000 loan from Christopher Brown, the Company had cash of approximately £177,000 and cash flow forecasts indicate that the Company will have sufficient funds through to August 2018 as detailed below and in Note 1.1 to the financial statements.  As such, the Company will need to raise further funds to meet its working capital requirements and undertake its development plans.  Whilst the Board remains confident of the Company's ability to raise further funds, there can be no guarantee that the Company will be able to secure the necessary funds or certainty as to the terms on which such funding will be available for its working capital and/or development plans.  These circumstances represent a material uncertainty in respect of going concern as detailed below and in Note 1.1 to the financial statements.

 

Directors

 

Directors who served on the Board during the year to 30 September 2017 and to date were as follows:

Andrew Jones

Christopher Brown (resigned 1 February 2018)

John Potter (appointed 1 February 2018)

Alexander Benger (appointed 24 October 2016)

Malcolm Groat (appointed 14 March 2017)

Simon Corney (resigned 23 December 2016)

 

Directors' interests in the ordinary shares of the Company, including family interests, as at 30 September 2017 were as follows:

 

	30 September 2017		30 September 2016
	Ordinary shares of Nil par value	Share warrants	Ordinary shares of nil par value	Share warrants
C Brown*	194,286	857,143	214,285,714	107,142,857
A Jones	-	-	-	-
A Benger	-	-	-	-
M Groat	-	-	-	-
S Corney**	-	-	-	-
	194,286	857,143	214,285,714	107,142,857

Details of remuneration and share warrants can be found in Note 6 and Note 17.

 

*         Mr. Brown was also the life tenant and settlor of the BBCK Family Trust in Jersey, and therefore an indirect beneficiary of Kenglo One Ltd, a Jersey-based company that is the largest shareholder of TomCo with an interest in 3,943,364 ordinary shares in the capital of TomCo.  After the balance sheet date, Mr Brown acquired 3,943,200 ordinary shares at a price of 3.875 pence per ordinary share from Kenglo One Ltd.  As a result of the acquisition, Mr Brown is now directly interested in 19.56% of the issued share capital of the Company.  Mr Brown also resigned as a Director on 1 February 2018

**       Resigned 23 December 2016.

 

Payments of payables

 

The Group's policy is to negotiate payment terms with its suppliers in all sectors to ensure that they know the terms on which payment will take place when the business is agreed and to abide by those terms of payment.

 

Going Concern

 

The Directors have prepared cash flow forecasts for the next 12 months from the date of signing of these financial statements. Under these forecasts the Group needs to raise additional funding during August 2018 in order to have sufficient cash to meet its liabilities and commitments as they fall due. 

 

The forecasts include deferral of Directors' remuneration for certain months to manage cash flow and further expenditure to develop TurboShale is dependent on sufficient additional funding being secured.  The Directors remain confident that they can secure sufficient additional funding, either through debt or equity finance, based on the progress of ongoing fundraising options, which would provide sufficient funds to meet operating expenditure for the next 12 months.  These conditions are considered to represent a material uncertainty which may cast significant doubt over the ability to continue as a going concern.  Whilst acknowledging this material uncertainty, the Directors remain confident of raising the additional funds required and therefore the Directors consider it appropriate to prepare the financial statements on a going concern basis.  The financial statements do not include the adjustments that would result if the Group and Company was unable to continue as a going concern.

 

Directors' responsibilities

 

The Directors are responsible for keeping proper accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and Group and enable them to ensure that the financial statements comply with the requirements of the Isle of Man Companies Act  2006.  They are also responsible for safeguarding the assets of the company and the group and for taking steps for the prevention and detection of fraud and other irregularities.

 

Company law requires the Directors to prepare financial statements for each financial year.  Under that law the Directors have elected to prepare the Group and Company financial statements in accordance with International Financial Reporting Standards (IFRSs) as adopted by the European Union.  Under company law the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Group and Company and of the profit or loss of the Group for that year.  The Directors are also required to prepare financial statements in accordance with the rules of the London Stock Exchange for companies trading securities on the AIM Market.  In preparing these financial statements, the Directors are required to:

·        consistently select and apply appropriate accounting policies;

·   present information, including accounting policies, in a manner that provides relevant, reliable, comparable and understandable information;

·      provide additional disclosures when compliance with the specific requirements in IFRSs is insufficient to enable users to understand the impact of particular transactions, other events and conditions on the entity's financial position and financial performance; and

·   state that the Group has complied with IFRS, subject to any material departures disclosed and explained in the financial statements.

 

The Directors confirm that they have complied with these requirements, and, having a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future and continue to adopt the going concern basis in preparing the financial statements.

 

Auditors

 

All of the current Directors have taken all the steps that they ought to have taken to make themselves aware of any information needed by the Company's auditors for the purposes of their audit and to establish that the auditors are aware of that information.  The Directors are not aware of any relevant audit information of which the auditors are unaware.

 

BDO LLP have expressed their willingness to continue in office and a resolution to re-appoint them will be proposed at the annual general meeting.

 

By order of the Board

 

Andrew Jones

Chairman

 

 

Independent auditors' report

to the members of TomCo Energy plc

 

Opinion

 

We have audited the financial statements of TomCo Energy Plc (the "Company") and its subsidiaries (together "the Group") for the year ended 30 September 2017 which comprise the consolidated statement of comprehensive income, the consolidated and company statements of financial position, the consolidated and company statements of changes in equity, the consolidated and company statements of cash flows and the related notes to the financial statements, including a summary of significant accounting policies.

 

The financial reporting framework that has been applied in the preparation of the consolidated financial statements is the Isle of Man Companies Act 2006 and International Financial Reporting Standards (IFRSs) as adopted by the European Union.

 

In our opinion:

·       the financial statements give a true and fair view of the state of the Group's and of the Company's affairs as at 30 September 2017 and of the Group's loss for the year then ended; and

·     the Group and Company financial statements have been properly prepared in accordance with IFRSs as adopted by the European Union.

 

Basis for opinion

 

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law.  Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report.  We are independent of the Company and the Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard as applied to listed entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements.  We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

 

Use of our report

 

This report is made solely to the Company's members, as a body, in accordance with the engagement letter dated 1 November 2017.  Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an auditor's report and for no other purpose.  To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members as a body, for our audit work, for this report, or for the opinions we have formed.

 

Material uncertainty relating to going concern

 

In forming our opinion on the financial statements, which is not modified, we have considered the disclosures made in note 1.1 to the financial statements concerning the Group's ability to continue as a going concern.  The Group's cash flow forecasts indicate that it needs to successfully raise further funds during August 2018, either through equity or debt finance to enable it to continue as a going concern.  These conditions indicate the existence of a material uncertainty which may cast significant doubt about the Group's ability to continue as a going concern.  The financial statements do not include the adjustments that would result if the Group was unable to continue as a going concern.

 

We identified going concern as a key audit matter based on our assessment of the significance of the risk and the effect on our audit strategy.

 

As at 28 March 2018, the Group had cash reserves of approximately £177,000.  As set out in note 1.1, the cash flow forecasts prepared by the Directors indicate that the Group will require additional funding to meet its liabilities and commitments as they fall due.

 

Our audit procedures in response to this key audit matter included the following:

·      We reviewed Management's assessment that going concern is an appropriate basis of preparation.

·     We reviewed the latest cash flow forecasts for the Group which covered the 12 months from the date of approval of these financial statements.  This included reviewing the Holliday Block licence agreements to confirm that no significant work commitments existed within the next 12 months, together with assessment of the cash outflows against historical data.

·    We obtain written representation from the Directors that they would defer payment of their remuneration in line with the forecasts.

·     We verified receipt of the £200,000 of loans received from a shareholder post year end and reviewed the terms of the loan against the forecasts.

·      We discussed with the Directors how they intend to raise the funds necessary for the Group to continue as a going concern, in the required timeframe and considered their judgment in light of the Group's previous fundraisings and representations made by the Board regarding ongoing discussions with potential investors.

·       We reviewed the disclosures in note 1.1 to the financial statements.

 

Key audit matters

 

In addition to the matter described in the material uncertainty related to going concern section, key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) we identified, including those which had the greatest effect on: the overall audit strategy, the allocation of resources in the audit; and directing the efforts of the engagement team.  These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

 

Key audit matter

Carrying value of intangible assets and associated disclosures   As detailed in note 8, the Group holds £7.6m of capitalised costs in respect of its exploration and development license for the Holliday Block which the Directors are required to assess for indicators of impairment at each reporting date.  The impairment indicator assessment requires the Directors to exercise significant judgment and therefore represents a significant focus area for our audit, together with the disclosures in the financial statements.   In addition, the Group impaired the £1.3m Red Leaf technology licence at 30 September 2016 and the Directors have concluded that the impairment remains appropriate at 30 September 2017.  We considered this area to represent a significant focus for our audit, together with the disclosures in the financial statements.

How we addressed the key audit matter:   In respect of the exploration and development licence: ·        We reviewed the licence documentation to satisfy ourselves that the licences remain valid, as well as to confirm the dates of expiry and licence obligations. ·        We evaluated management's impairment indicator review.  Our evaluation included procedures including: a) we reviewed the licence agreement to confirm that the Group holds a valid licence until 2024 and considered the appropriateness of management's judgment that the licence can be converted from a large mining operation to a small mining operation if necessary in the future; b) we reviewed the Competent Person's report as part of the Group's assessment of the oil resource and considered management's judgment that, whilst the Competent Person's Report was based on the previous EcoShale™ technology, it supported the continued prospectivity of the licence area; and c) we made specific inquiries of management and reviewed budgets and plans which demonstrated that the Group plans continued investment in its TurboShale technology and subsequently development of the Holliday Block, subject to sufficient funding being available. ·        We considered the Group's progress and future plans regarding technologies that are necessary for commercial extraction of the Holliday Block resources.  We made inquiries of Management, assessed the Group's plans and reviewed the patents acquired during the period and assessed the Board's conclusion that there are no indicators of impairment at the present time under IFRS 6.   In respect of the technology licence: ·        In respect of the Board's judgment that it remains appropriate to fully provide against the Red Leaf technology licence, we considered the Group's strategic focus on the TurboShale technology, reviewed information regarding the developments in the EcoShale™ technology during the period and the Board's assessment of the level of uncertainty regarding its future commercial application at the Holliday Block.   ·        We considered the adequacy of the disclosures made in the financial statements to ensure that this was consistent with both the conclusions from our audit testing and accounting standards.

Our findings:   We found Management's assessment that there were no indicators of impairment in respect of its exploration and development costs at the reporting date to be acceptable.  We found Management's judgment that the Red Leaf technology licence should remain fully impaired to be appropriate.   We found the disclosures in the financial statements to be relevant.

 

Key audit matter

Accounting for the investment in Red Leaf shares and associated disclosures   As detailed in note 1.14 and 10, the Group holds an unquoted investment in Ref Leaf Resources Inc. at cost less impairment.  In keeping with its historical accounting treatment, Management have concluded that the investment cannot be reliably fair valued at 30 September 2017 and that its accounting policy remains appropriate.  In addition, Management have reviewed the carrying value at 30 September 2017 and concluded that the investment remains fully impaired.   The accounting treatment and disclosure of the investment and the Group's assessment that the investment remains fully impaired represented a significant focus for our audit, including whether sufficient information existed to enable to investment to be held at fair value and in turn, the judgments and estimates associated with determining any resulting fair value.

How we addressed the key audit matter: ·        We have critically assessed Management's conclusion that the investment is not capable of being reliably fair valued and considered the accounting policy's compliance with IFRS.  In doing so, we considered the nature of the investee's business, the likely dependence of any valuation on the success of its underlying technology and uncertainties therein.  We made specific inquiries of Management who confirmed that they have not been provided with information which they consider would be sufficient to form a sufficiently narrow range of outcomes to establish a fair value. ·        We reviewed the financial statements of Red Leaf and challenged Management as to whether a share issue that took place by that company during the year represented a reliable basis for valuation of the Group's investment.  In assessing Management's judgment that it did not provide a reliable fair value we considered factors including the period of time since the share issue, the relative shareholding of the investor compared to the Group and other relevant facts and circumstances. ·        We reviewed the financial statements of a significant investor in Red Leaf and considered the extent to which information provided in respect of the investment was sufficient to enable the Group to form a reliable fair value.  ·        In respect of the Board's judgment that it remains appropriate to fully provide against the Red Leaf investment, we considered the Group's strategic focus on the TurboShale technology and the Board's assessment of the risks and uncertainties associated with the investee.   ·        We considered the adequacy of the disclosures made in the financial statements to ensure that this was consistent with both the conclusions from our audit testing and accounting standards.

Our findings:   We found Management's assessment that the investment in Red Leaf cannot be reliably fair valued to be appropriate in the circumstances and consider the decision to hold the investment at nil value to be an acceptable judgment.   We found the disclosures in the financial statements to be relevant.

 

Our application of materiality

 

	Group Materiality	Basis for materiality
FY 2017	£150,000	c2.0% of total assets
FY 2016	£160,000	c2.0% of total assets

 

In addition, materiality for the parent Company was set at £135,000 (2016: £144,000) based on 2% of total assets of the parent Company then capped at 90% of Group materiality.

 

We apply the concept of materiality both in planning and performing our audit, and in evaluating the effect of misstatements. We consider materiality to be the magnitude by which misstatements, including omissions, could influence the economic decisions of reasonable users that are taken on the basis of the financial statements. Importantly, misstatements below these levels will not necessarily be evaluated as immaterial as we also take account of the nature of identified misstatements, and the particular circumstances of their occurrence, when evaluating their effect on the financial statements as a whole.

 

We consider total assets to be the financial metric of the most interest to shareholders and other users of the financial statements given the Company's status as an oil shale exploration and development company and therefore consider this to be an appropriate basis for materiality.

 

Performance materiality is the application of materiality at the individual account or balance level set at an amount to reduce to an appropriately low level the probability that the aggregate of uncorrected and undetected misstatements exceeds materiality for the financial statements as a whole.  Performance materiality was set at £112,500 (2016: £120,000) which represents 75% (2016: 75%) of the above materiality levels.

 

We agreed with the audit committee that we would report to the committee all individual audit differences identified during the course of our audit in excess of £8,000 (2016: £8,000).  We also agreed to report differences below these thresholds that, in our view, warranted reporting on qualitative grounds.  There were no misstatements identified during the course of our audit that were individually, or in aggregate, considered to be material in terms of their absolute monetary value or on qualitative grounds.

 

An overview of the scope of our audit

 

The Group comprises the parent Company and five subsidiaries.  We performed a full scope audit in the UK over the Group's two significant components, comprising the parent Company and Oil Mining Inc.  Whilst the Group holds an exploration licence in the United States the accounting records are maintained in the United Kingdom.  As such, our audit was performed in the United Kingdom.  Whilst materiality was set for the Group financial statements (as discussed above), individual component materiality was applied to each of the Group's component entities.  Each of the audits were conducted by BDO LLP.

 

In respect of the four components that were deemed non-significant, these components were principally subject to analytical review procedures together with certain substantive tests.

 

Other information

 

The directors are responsible for the other information.  The other information comprises the information included in the annual report, other than the financial statements and our auditor's report thereon.  Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

 

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated.  If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information.  If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

 

Responsibilities of directors

 

As explained more fully in the directors' responsibilities statement set out on page 6, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

 

In preparing the financial statements, the directors are responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.

 

Auditor's responsibilities for the audit of the financial statements

 

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion.  Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists.

 

Misstatements can arise from fraud or error and are considered material if, individually or in aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

 

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities.  This description forms part of our auditor's report.

 

 

BDO LLP

Chartered Accountants

55 Baker Street

London  W1U 7EU

 

28 March 2018

 

BDO LLP is a limited liability partnership registered in England and Wales (with registered number OC305127).

 

 

 

Consolidated statement of comprehensive income

for the financial year ended 30 September 2017

 

			2017		2016
	Note		£'000		£'000
Revenue	2		-		-
Cost of sales	2		-		-
Gross loss			-		-
Administrative expenses	2		(428)		(495)
Impairment of assets	8, 10		-		(4,576)
Operating loss	4		(428)		(5,071)
Finance costs	3		-		(72)
Loss on ordinary activities before taxation			(428)		(5,143)
Taxation	5		-		-
Loss for the year attributable to:			(428)		(5,143)
Equity shareholders of the parent		(416)		(5,143)
Non-controlling interests	9	(12)		-
			(428)		(5,143)
Items that may be reclassified subsequently to profit or loss
Exchange differences on translation of foreign operations			-		-
Total comprehensive loss attributable to:
Equity shareholders of the parent		(416)		(5,143)
Non-controlling interests		(12)		-
			(428)		(5,143)

 

			2017	2016
			Pence	Pence
Loss per share attributable to the equity shareholders of the parent			per share	per share
Basic & diluted loss per share	7		(1.75)	(30.17)

 

The Company has elected to take exemption under the Companies Act not to present the parent company's statement of comprehensive income.  The loss for the parent company for the year was £305,731 (2016: £5,117,723), which included an impairment charge of £Nil (2016: (£4,575,502)).

 

The Notes on pages 16 to 31 form part of these financial statements.

 

 

 

Consolidated and Company Statements of Financial Position

as at 30 September 2017

 

		Group	Company	Group	Company
		2017	2017	2016	2016
	Note	£'000	£'000	£'000	£'000
Assets
Non-current assets
Intangible assets	8	7,650	-	7,627	-
Investment in subsidiaries	9	-	7,636	-	7,627
Available for sale financial assets	10	-	-	-	-
Other receivables	11	22	-	20	-
		7,672	7,636	7,647	7,627
Current assets
Trade and other receivables	11	28	205	38	97
Cash and cash equivalents	12	128	121	381	378
		156	326	419	475
TOTAL ASSETS		7,828	7,962	8,066	8,102
Liabilities
Current liabilities
Trade and other payables	13	(196)	(168)	(232)	(225)
		(196)	(168)	(232)	(225)
Net current (liabilities)/ assets		(40)	158	187	250
TOTAL LIABILITIES		(196)	(168)	(232)	(225)
Total net assets		7,632	7,794	7,834	7,877
Shareholders' equity
Share capital	15	-	-	-	-
Share premium	16	25,354	25,354	25,125	25,125
Warrant reserve	17	57	57	57	57
Retained deficit		(17,748)	(17,617)	(17,348)	(17,305)
Equity attributable to owners of the parent		7,663	7,794	7,834	7,877
Non-controlling interests		(31)	-	-	-
Total equity		7,632	7,794	7,834	7,877

 

The financial statements were approved and authorised for issue by the Board of Directors on 28 March 2018.

 

The Notes on pages 16 to 31 form part of these financial statements.

 

 

Andrew Jones                                                                       Alexander Benger

Director                                                                                    Director