TIDMKEA

RNS Number : 9167V

Kea Petroleum PLC

03 November 2014

 
 For Immediate Release   3 November 2014 
 

Kea Petroleum plc

("Kea" or the "Group")

PRELIMINARY RESULTS FOR THE YEAR ENDED 31 MAY 2014

Kea Petroleum plc (AIM: KEA), the oil and gas exploration company focused on New Zealand, is pleased to announce its Preliminary Results for the year ended 31 May 2014.

Highlights

-- Revenue increased to GBP2,087,000 (2013: GBP829,000) as a result of sales of hydrocarbons associated with the production from both Puka 1 and Puka 2

   --      Farm-out agreement signed with MEO Australia in April 2014 
   --      Exciting potential for the new limestone prospect, Shannon 
   --      In discussion with potential industry partners to farm out Mauku 

-- Management team strengthened following the appointment of Ian Brown as Managing Director, former Chief Operating Officer of New Zealand Energy Corp

   --      Net loss of GBP4.86 million (2013: net loss of GBP8.41 million) 

Kea's Chairman, Ian Gowrie-Smith, said:

"It has been a challenging period for Kea but the Board remains confident of an exciting year ahead. The philosophy and strategy of the Company has been to balance our exploration portfolio between cheaper lower risk, lower reward wells and the high risk, high reward plays. Our goal is to try and maximise the return to our shareholders by mitigating risks through farm-ins and farm-outs as well as bringing the best possible talent on board to assess opportunities and to manage our operations.

"As to the future, we can't afford not to drill the new Shannon structure: it's too exciting and too prospective, and MEO and ourselves are finalising drill target and funding discussions. It's worth shareholders supporting because success here would lead to a whole new and different chapter for the Company."

This release has been approved by non-executive director Peter Mikkelsen FGS, AAPG, who has consented to the inclusion of the technical information in this release in the form and context in which it appears.

For further information please contact:

 
 Kea Petroleum plc                 Tel: +44 (0)20 7340 9970 
  David Lees, Executive Director 
 WH Ireland Limited (NOMAD)        Tel: +44 (0)20 7220 1666 
  James Joyce 
  James Bavister 
 Buchanan                          Tel: +44 (0)20 7466 5000 
  Mark Court 
  Sophie Cowles 
 

Notes to Editors:

Kea Petroleum is an AIM listed oil and gas company with interests in three petroleum exploration permits in the Taranaki Basin of New Zealand. Kea listed on the London AIM market in February 2010.

CHAIRMAN'S STATEMENT

Dear Shareholders,

In the February Chairman's Statement I said that it had been challenging times and that has certainly continued to be the case. The recent failure of Puka-3 to be a commercial discovery was a great blow to the company and I know to all shareholders. It was particularly frustrating in view of the progress the company had made in all other respects in the intervening period. Production problems were fixed and production subsequently has been at a stable level; management had been streamlined; a farm-out partner for Puka, MEO New Zealand Limited ("MEO") was found on favourable terms and funding obtained to enable the drilling of Puka-3 and all operations to continue.

Puka

Unfortunately, the discovery that the oil /water contact at the Puka field was 30 metres higher than expected has likely reduced the total potential reserves significantly and we are currently reviewing the remaining Mt Messenger prospects within the permit. It would be fair to say that the experience of all the current players in the Taranaki Basin, who are endeavouring to make commercial sense out of Mt Messenger plays, has been a struggle. However there is a silver lining to all this.

As a result of all the drilling and 2D and 3D seismic we have carried out on the permit and particularly the Douglas well, together with the 3D, MEO and ourselves have become excited about the prospect of a newly mapped structure, called Shannon, directly underneath the Puka field. The Shannon structure is a not a sand reservoir like the Mt Messenger in Puka. Instead it is limestone and is the same as in the Waihapa oil field immediately west of Puka, that has produced 23.6 million barrels of oil ("MMbbl") to date. Fractured limestone reservoirs such as Waihapa have the characteristics of very high flow rates. Wells brought into production at Waihapa have had initial flow rates from between 1,000 barrels of oil per day ("bopd") to 10,000bopd. Current analysis indicates that the Shannon structure is approximately half the size of Waihapa and has a P(50) of 10MMbbl, far greater than expectations of the Mt Messenger reservoir.

Kea drilled the Douglas well some two years ago into the limestone, but never completed testing it. Douglas intersected oil shows in the top 15 metres of the limestone, which may indicate a potential oil column just before it punctured a huge volume of underlying water. Recent structural interpretation suggests the limestone intersected there is some 350 metres low, compared to the crest of the structure under the Puka production site.

As previously advised, Kea was particularly pleased to have entered into a farm-out agreement with MEO. This farm-out agreement has meant a great deal to the company, as it incorporated not only the drilling of Puka-3 but also work over of Puka-2 well and installation of permanent pipework at the well site. Additionally, we have found access to MEO's pool of talent useful in helping to define both the Puka Mt Messenger field as well as the Shannon prospect.

Mauku

On 10 October 2014, New Zealand Petroleum & Minerals (NZP&M), the government oil and gas regulatory agency, approved a new committed stage of the work programme in respect of Petroleum Exploration Permit 381204. The permit is located part on shore and part off shore in North Taranaki.

Kea drilled Mauku-1 on PEP381204 during Q2 2013. Mauku-1 intersected good quality Mangahewa "C" sands (161m net thickness) in a sub-thrust target. However, the sands were water wet.

Remapping of the seismic data, using 123km of new pre-stack depth migration 2D post Mauku-1, shows the well was drilled significantly down-dip of a 20 km(2) structural closure at Mangahewa level and shows a larger closure at mid-Cretaceous Taniwha formation level. The new work programme, comprising 15km of 2D land-based seismic reflection data, will extend the data coverage over the 20 km(2) structural closure at Mangahewa level. This will help to define a better well location. Kea is in discussion with potential industry partners to farm-out the Mauku prospect.

We are pleased to have come to an agreement with NZP&M that eliminates the need to commit to, and finance, the drilling of Mauku-2 during the coming 12 months and replaces it with a relatively inexpensive seismic programme.

Mercury

The Company continues to have discussion with NZP&M regarding the ongoing commitments and work programme on this permit.

Management

During the year Richard Parkes left the company after working out his 6 months' notice.

We were very fortunate that Ian Brown, former Chief Operating Officer of New Zealand Energy Corp. ("NZEC"), a New Zealand resident, was able to pick up the role of MD and the transition has gone smoothly. NZEC is Kea's immediate neighbour to the Puka permit and Ian's experience, as well as local connections, in dealing with the challenges of Mt Messenger deposits and Puka in particular, has proved invaluable.

Our Finance Director, Peter Wright, has agreed to extend his initial two year stay in New Zealand in order to ensure that the Company has continuity at managerial level.

Funding

Despite the stock market's negative initial reaction to the financial funding arrangements that we have with Darwin, the company has been well served by them. Funding through the traditional placings and rights issues remains closed, essentially for the whole sector. Ironically, the comfort that Kea is funded from this relationship with Darwin, despite its dilutive downside, appears to be a bigger positive than the fear of how companies such as ours might otherwise get funding in the future.

The Past and the Future

Undoubtedly being an investor in oil and gas exploration and production is risky and challenging. The recent failure of Puka-3 was a bitter and unexpected blow, to the company, our farm-in partner, to myself and the larger shareholders and in particular, to the legions of shareholders and share traders who risked alongside us hoping and expecting success.

However, the philosophy and strategy of Kea has been to balance our exploration portfolio between cheaper lower risk, lower reward wells and the high risk, high reward plays. It is only in targeted, high reward success that shareholders can hope to get the kind of return they deserve for the risks associated with owning small, speculative oil and gas explorers. Since listing in 2010, Kea has been involved in the drilling of 9 wells (8 as operator), has acquired 146km of onshore 2D seismic data, 100km(2) of offshore 3D seismic data, 50km(2) of onshore 3D seismic data, reprocessed over 1,800km of old 2D seismic data and constructed a production station on the Puka site capable of handling up to 800 bopd.

Our goal is to try and maximise the return to our shareholders by mitigating risks through farm-ins and farm-outs, as well as bringing the best possible talent on board to assess opportunities and to manage our operations. I feel Kea has succeeded in doing both and has been consistent in pursuit of its strategy.

Looking back, Kea has been involved in the farm-out of three of our wells covering both high and lower reward prospects.

-- Beluga-1 exploration well, with a target of 500 billion cubic feet ("Bcf") of gas and 20MMbbl of condensate, in which Kea retained 100% interest in the permit and offloaded 100% of the cost;

-- Mauku-1 exploration well with target of 485Bcf gas and 27MMbbl of condensate, in which Kea retained 100% interest in the permit and offloaded 50% of the cost;

-- Puka-3 appraisal well, targeting thicker Mt Messenger sands, in which Kea retained a 70% interest in the permit and offloaded 80% of the cost.

Although the above wells were unfortunately unsuccessful, we have to be careful in defining the words "failure" and "unsuccessful", because each well teaches us an enormous amount about the prospectivity of further drilling. In the case of Beluga, it downgraded the future potential of that licence and area. In the case of Mauku, it has been the opposite in that it has provided us with a sign post to where we are more likely to make a discovery. In the case of Puka-3, whilst it has diminished the reserve potential of the Puka field, it has also highlighted the remaining Mt Messenger targets. Finally, in the case of Douglas-1, along with the 3D seismic, we now have a sign post to a whole new, potentially large deposit, the Shannon prospect, derisked from a pure exploration play.

In terms of management skills in identifying probable locations for hydrocarbon accumulations, I can't fault the talent we have and my special thanks to the current and past team.

As to the future, we can't afford not to drill the new Shannon structure: it's too exciting and too prospective, and MEO and ourselves are finalising drill target and funding discussions. It's worth shareholders supporting this effort, because success here would lead to a whole new and different chapter for the company.

Ian Gowrie-Smith

Chairman

31 October 2014

OPERATIONAL REVIEW

Over the past year Kea has continued with its exploration program on the Company's New Zealand Petroleum Exploration Permits (PEPs) and has also continued testing of two wells located at the Puka well site in Taranaki. The Puka-1 and -2 discoveries continue to provide cash flow for Kea as the company transitions from being purely exploration focused to being a business based on both exploration and production.

The major activities for the year were:

   --      Installation of gas generators on Puka site to utilise gas for onsite power 
   --      Farm-out of PEP51153 licence to MEO New Zealand Pty Ltd 
   --      Replacement of downhole pump in Puka-2 
   --      Reprocessing of offshore 3D seismic for Mercury area 
   --      Installation of permanent pipework at Puka site and drilling of Puka-3 (subsequent events) 

These activities are discussed in more detail below by licence area.

PEP51153

PEP51153 is located onshore in Taranaki, New Zealand and contains the Puka discoveries and the suspended Douglas well.

Puka-1 was been completed in Mt Messenger Formation reservoir sands, and was first flow tested in August 2012. Analysis of the initial flow and downhole data confirmed that the discovery was of commercial size. Flow testing has continued under natural reservoir pressure. Following an initial period of decline, flow appears to have stabilised at a rate of about 55bopd. However it is expected that at some unknown future time, reservoir pressures will drop to a point where artificial lift will be required to continue oil production.

Puka-2 testing commenced in late March 2013, and has continued with a short break while a replacement downhole pump was installed. Over 47,000bbl's and 388 Million Cubic Feet of Gas (MMCF) have been produced on test to May 31 2014 from Puka-1 and Puka-2. Oil production has been consistent at around the 110bopd since production at Puka-2 was brought back online in June 2014.

Temporary rental production facilities at Puka have been replaced with permanent equipment to reduce operating costs. Significant savings have been made by replacing the diesel generators with gas fired generators.

The majority of gas produced to date has been flared, however a study of gas utilisation options, including a gas pipeline to a nearby processing station, as well as electricity generation onsite for sale into the grid has been commissioned. This work is being carried out by a Wellington based energy consulting company.

Puka-3 was spudded from the Puka well site pad on 22 July 2014. The well reached total depth (TD) of 2,200m on 13 August 2014, and a comprehensive logging programme was carried out by Schlumberger, with final results not available to management until 16 August 2014. At that point, the decision was made to plug and abandon the well.

The high quality Puka 3D seismic survey data, recorded in December 2012, has been further reprocessed by MEO, with subsequent improved imaging of the main hydrocarbon reservoir horizons. The data continues to be used as one of the key data sets that guides the location of future drilling targets.

PEP 381204

Following the drilling of Mauku-1, post well studies have been undertaken. These include remapping of the seismic data, and 123km new PSDM data that shows the well was drilled significantly down dip of a 20 km(2) structural closure a Mangahewa level, and a larger closure at mid-Cretaceous Taniwha Formation level.

Management have estimated the recoverable resource potential in this part of the permit is in the 63 to 700Bcf range, with a P(50) estimate of 215Bcf. The associated condensate resource potential is 3.8 to 42 MMbbl, with a P(50) of 12.9 MMbbl. A larger resource at multi-Trillion cubic foot size could be present at Taniwha level.

To advance further exploration in this permit, including drilling a well into the updip structure north of Mauku-1, Kea has entered into confidentiality agreements with various potential farm-in partners.

PEP52333

Interpretation of the high quality 3D seismic data acquired over the permit in the previous year has been interpreted by the Kea geology and geophysics team in Wellington.

One of the prospects, Mercury, that is being worked up to a drill ready target is a large 3-way dip and fault closed prospect. The reservoir comprises a relict early Miocene proximal basin-floor sandstone, with onshore correlative sands. There is a proven hydrocarbon source present, and there were live oil and gas shows in the Miocene sections of offset wells.

Management have estimated an original oil in place prospective resource potential of 108 - 688 MMbbl (P(90) - P(10) ). The company is actively promoting the opportunity to interested farm-in participants.

Ian Brown

Managing Director - New Zealand

31 October 2014

FINANCIAL REVIEW

The Group's loss for the year was GBP3,819,000 of which GBP1,571,000 comprised the write-offs of the exploration permit PEP52333. This represents a decrease of GBP5,532,000 over the previous losses. Cash balances as at 31 May 2014 were GBP823,000. Net administrative expense for the year decreased by GBP870,000. The Company embarked on numerous cost-cutting measures throughout the period under review. This has seen combined employee and Board levels drop from 17 to 10 with associated savings over the period. The costs of the London office continue to be offset by the sub-letting of the office space. Operational cost saving was achieved with the installation of gas generators on the Puka site to replace diesel generators, the in-house servicing of the wax cutting unit and prudent site management to reduce well downtime. The installation of the permanent pipework in July 2014 has further reduced the monthly operational costs.

During the year the company impaired exploration and evaluation expenditure by an amount of GBP1,571,000 which were for all costs in licences PEP52333, PEP381204 and PEP51155 as the latter was relinquished during the period and at year end there was no certainty regarding further exploration in either PEP52333 or PEP381204. No impairment was made against PEP 51153 (Puka) as a result of the prospectivity of the deeper Shannon play. A depletion charge, of GBP281,000, based on the Depletion policy in note i was charged against Production & Development and included in the cost of sales calculation. The company also allocated an amount of GBP649,000 to Production and development assets (note 7B) and GBP632,000 to Plant & Equipment.

Revenue for the period increased by GBP1,258,000 to GBP2,087,000 as a result of sales of hydrocarbons associated with production from both Puka 1 and Puka 2.

In January 2014 the Company entered into the first of three deals concluded with Darwin Strategic Limited ("Darwin") for the issue of GBP1,200,000 of Convertible Loan Notes and an Equity Financing Facility of up to GBP5,000,000. Under this deal the following shares were issued:

   --      January 2,823,529 shares; 
   --      February 39,204,437 shares; 
   --      April 10,240,785 shares; 
   --      May 11,805,463 shares. 

In May 2014 the Company entered into a further agreement with Darwin for GBP2,000,000 of Convertible Loan notes. Under the May deal GBP400,000 of the January CLN's fell away and the EFF agreement was cancelled.

Under the new deal the following shares were issued:

   --      May 3,589,743 shares. 

In total the Company issued 67,663,957 shares to Darwin in the period in settlement of Convertible loan notes and fees and received GBP720,000 under the first agreement and a further GBP900,000 under the new agreement in funding for the year under review.

In addition in May 2,295,908 shares were issued to Directors at 1.95p in lieu of salary of GBP44,770 that had been on hold since October 2013, 3,680,198 shares were issued to Gresham Limited in settlement of an outstanding invoice of GBP69,923 and 4,000,000 shares were issued to Ardel Trust for the benefit of Ian Brown under the Overseas Employee Share Benefit Trust scheme.

The exchange movement for the year showed a loss of GBP1,044,000 arising primarily on the company's NZD balances and assets. The year end exchange rate of NZ$1.9714/GBP was significantly higher than the rate at the start of the year (NZ$1.8946/GBP), averaging around NZ$1.9571/GBP through the year.

In December 2013 the company agreed a bank facility, based on sales and stock delivered, in order to allow better management of cashflows from the sale of hydrocarbons. During the period under review the company used this facility three times. Kea is currently assessing this facility to ensure that it is providing a suitable level of cover.

Peter Wright

Finance Director

31 October 2014

KEA PETROLEUM PLC

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

For the year ended 31 May 2014

 
                                                        Year ended   Year ended 
                                                          31 May       31 May 
                                                           2014         2013 
                                                         GBP'000      GBP'000 
 
                                                Notes 
 
 Revenue                                                  2,087             829 
 
 Cost of sales                                           (1,756)             82 
                                                       -----------  ----------- 
 
 Gross profit                                              331              911 
 
 Administration expenses                                 (2,213)        (3,083) 
                                                       ----------- 
 
 Operating loss before exploration costs 
  written off                                            (1,882)        (2,172) 
 
 Exploration costs written off                           (1,571)        (7,197) 
                                                       -----------  ----------- 
 Operating Loss                                          (3,453)        (9,369) 
 
 Finance Income                                   4         14               38 
 Finance Cost                                     4       (420)               - 
 Foreign Exchange gains / (losses)                          40             (20) 
                                                       ----------- 
 
 Loss before taxation                             2      (3,819)        (9,351) 
 
 Taxation                                         5         -                 - 
                                                       -----------  ----------- 
 
 Loss for the year                                       (3,819)        (9,351) 
                                                       =========== 
 
 Other comprehensive income: 
 Exchange differences on translating foreign 
  operation                                              (1,044)            943 
                                                       -----------  ----------- 
 
 Total comprehensive loss for the year                   (4,863)        (8,408) 
                                                       ===========  =========== 
 
 Loss per share 
 Basic and diluted (pence per share)              6      (0.54)p        (1.59)p 
                                                       =========== 
 
 

The loss for the year and total comprehensive loss for the year are 100% attributable to equity

shareholders of the parent undertaking.

KEA PETROLEUM PLC

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

At 31 May 2014 Company Registration: 7023751

 
                                                     31 May     31 May 
                                                      2014       2013 
                                                    GBP'000    GBP'000 
 
                                            Notes 
 Current Assets 
 Cash and cash equivalents                            823         2,788 
 Trading Stock and WIP                        9       244            89 
 Trade and other receivables                 10       330         1,045 
                                                   --------- 
                                                     1,397        3,922 
                                                   ---------  --------- 
 
 Non-Current Assets 
 Property, plant & equipment                  8      1,254          771 
 Production & Development Assets              7      7,021        6,997 
 Intangible Oil & gas exploration assets      7      9,794       12,063 
                                                   --------- 
                                                     18,069      19,831 
                                                   ---------  --------- 
 
 Total Assets                                        19,466      23,753 
                                                   =========  ========= 
 
 Current Liabilities 
 Trade and other payables                    11       936         2,846 
                                            12 / 
 Borrowings                                   17      515             - 
 Derivative Financial Instruments            12       434             - 
                                                   --------- 
 Total liabilities                                   1,885        2,846 
                                                   ---------  --------- 
 
 
 Shareholders' Equity 
 Issued capital                              13      7,751        6,974 
 Share premium                               13      29,828      29,353 
 Merger reserve                              14       125           125 
 Share option reserve                        15      3,054        2,689 
 Warrants Reserve                            14       135           135 
 Translation reserve                                 (139)          905 
 Investment in Own Shares                    15     (1,637)     (1,557) 
 Retained earnings                                  (21,536)   (17,717) 
                                                   ---------  --------- 
 
 Total equity                                        17,581      20,907 
                                                   --------- 
 
 Total Equity and Liabilities                        19,466      23,753 
                                                   =========  ========= 
 
 
 

The financial statements were approved by the Board of Directors on 31 October 2014

Peter Wright

Finance Director

KEA PETROLEUM PLC

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

For the year ended 31 May 2014

 
                    Share    Share    Investment    Merger       Share     Translation     Warrants      Retained         Total 
                  capital   premium       in Own   Reserve      option         reserve      Reserve      earnings        equity 
                                          Shares               reserve 
                  GBP'000   GBP'000      GBP'000   GBP'000     GBP'000         GBP'000      GBP'000       GBP'000       GBP'000 
 At 01 June 
  2012              5,094    16,787            -       125       2,069            (38)            -       (8,366)        15,671 
 
 Issue of 
  shares            1,880    12,566            -         -           -               -          135             -        14,581 
 Investment 
  in own shares         -         -      (1,557)         -           -               -            -                     (1,557) 
 Equity settled 
  share options         -         -            -         -         620               -            -             -           620 
 Transactions 
  with owners       1,880    12,566      (1,557)         -         620               -          135             -       13,644 
 Loss for 
  the period            -         -            -         -           -               -            -       (9,351)       (9,351) 
 Other 
 comprehensive 
 income: 
 Exchange 
  differences 
  on 
  translation 
  of foreign 
  operations            -         -            -         -           -             943                          -           943 
                 --------  --------  -----------  --------  ----------  --------------  -----------  ------------  ------------ 
 Total 
  comprehensive 
  loss for 
  the year              -         -            -         -           -             943            -       (9,351)       (8,408) 
                 --------  --------  -----------  --------  ----------  --------------  -----------  ------------  ------------ 
 At 31 May 
  2013              6,974    29,353      (1,557)       125       2,689             905          135      (17,717)        20,907 
                 --------  --------  -----------  --------  ----------  --------------  -----------  ------------  ------------ 
 
 Issue of 
  shares              777       475            -         -           -               -            -             -         1,252 
 Investment 
  in own shares         -         -         (80)         -           -               -            -             -          (80) 
 Equity settled 
  share options         -         -            -         -         365               -            -             -           365 
 Transactions 
  with owners         777       475         (80)         -         365               -            -             -         1,537 
 Loss for 
  the period            -         -            -         -           -               -            -       (3,819)       (3,819) 
 Other 
 comprehensive 
 income: 
 Exchange 
  differences 
  on 
  translation 
  of foreign 
  operations            -         -            -         -           -         (1,044)            -             -       (1,044) 
                 --------  --------  -----------  --------  ----------  --------------  -----------  ------------  ------------ 
 Total 
  comprehensive 
  loss for 
  the year              -         -            -         -           -         (1,044)                    (3,819)       (4,863) 
                 --------  --------  -----------  --------  ----------  --------------  -----------  ------------  ------------ 
 At 31 May 
  2014              7,751    29,828      (1,637)       125       3,054           (139)          135      (21,536)        17,581 
                 --------  --------  -----------  --------  ----------  --------------  -----------  ------------  ------------ 
 
 
 

KEA PETROLEUM PLC

CONSOLIDATED STATEMENT OF CASHFLOWS

For the year ended 31 May 2014

 
                                                 Year ended   Year ended 
                                                     31 May       31 May 
                                                       2014         2013 
                                                    GBP'000      GBP'000 
 
 
 Net cash outflow from operating activities         (2,852)      (1,502) 
 
 Cash flows from investing activities 
 Interest received                                        7           38 
 Expenditure on oil and gas exploration 
  assets                                               (49)      (8,025) 
 Expenditure on Production and development 
  assets                                              (649)      (6,997) 
 Purchase of property, plant and equipment            (628)        (169) 
                                                ----------- 
 
 Net cash used in investing activities              (1,319)     (15,153) 
 
 Cash flows from financing activities 
 Proceeds from share issues                           1,252       14,581 
 Debt liability                                         949            - 
 Investment in Own Shares                              (80)      (1,557) 
                                                ----------- 
 
 Net cash generated from financing activities         2,121       13,024 
                                                ----------- 
 
 Net decrease in cash and cash equivalents          (2,050)      (3,631) 
 Cash and cash equivalents at beginning 
  of year                                             2,788        6,692 
 Foreign exchange differences - net                      85        (273) 
                                                ----------- 
 
 Cash and cash equivalents at balance 
  sheet date                                            823        2,788 
                                                ===========  =========== 
 
 
 Reconciliation of cash flows from operating 
  activities with loss for the year 
 
 Loss for the year                                  (3,819)      (9,351) 
 
 Movements in Working Capital 
 Trade and other receivables                            715        (302) 
 Trade and other payables                           (1,910)          274 
 Depreciation                                           107           98 
 Stock and WIP                                        (155)            - 
 Derecognition of unsuccessful expenditure            1,571        7,197 
 Depletion on development & production                  281            - 
  assets 
 Interest received                                      (7)         (38) 
 Share option expense                                   365          620 
 
 Net cash outflow from operating activities         (2,852)      (1,502) 
                                                ===========  =========== 
 

KEA PETROLEUM PLC

For the year ended 31 May 2014

BASIS OF PREPARATION AND ADOPTION OF INTERNATIONAL FINANCIAL REPORTING STANDARDS (IFRS)

The Group financial statements consolidate those of the Company and of its subsidiary undertakings; the Group financial statements have been prepared in accordance with IFRS and International Financial Reporting Interpretations Committee (IFRIC) interpretations as adopted by the European Union at 31 May 2014. The accounting policies and presentation followed in the preparation of these final results have been consistently applied to all periods in these financial statements.

Audit Information

The financial information set out in this preliminary announcement does not constitute statutory accounts as defined in Section 435 of the Companies Act 2006. The consolidated statement of financial position at 31 May 2014 and the consolidated statement of comprehensive income, consolidated statement of changes in equity and consolidated cash flow statement and associated notes for the year then ended have been extracted from the Group's statutory financial statements for the year ended 31 May 2014 upon which the auditor's opinion is unqualified, except for an emphasis of matter paragraph regarding going concern which is further explained below, and does not include any statement under Section 498 (2) or (3) of the Companies Act 2006.

Going concern

The Group has incurred a loss of GBP3,819,000 for the year ended 31 May 2014. In common with other junior exploration companies, the Group is reliant on raising further funds periodically through equity finance, including share options and warrants, or possibly debt facilities to achieve its long term objectives.

The directors have prepared operating cashflow forecasts and projections which assume a minimum level of expenditure to conform with the requirements of the Group's exploration licences for the 12 months from the date of signing these financial statements, which show a funding shortfall in 2015. The directors are in discussions with a potential investor to secure additional funding that would cover the shortfall, but an agreement has not yet been signed. If the Group is unable to secure this funding and cannot find alternative sources of financial support, the Group may cease to be a going concern. In these circumstances adjustments may be required to reflect the position that assets may not be realised at the amounts currently disclosed in the Statement of Financial Position, and additional liabilities may be incurred. In addition, the Group's operating cashflow forecasts and projections include certain assumptions in relation to the level of future production and consequent revenues from the Puka Wells, which can vary due to possible fluctuations in both the oil price and foreign exchange rates.

The directors have concluded that the combination of these circumstances represents a material uncertainty that may cast significant doubt upon the Group's ability to continue as a going concern. Nevertheless after making enquiries, and considering the uncertainties described above, the directors have an expectation that the Group will have access to adequate resources to continue in operational existence for the foreseeable future and for these reasons, they continue to adopt the going concern basis in preparing the annual report and Group financial statements.

Notes to the financial statements

   1.   Revenue and segmental reporting 

In the opinion of the Directors, the Group's single operating segment is the exploration for hydrocarbons, comprising oil and gas. An operating segment is a component of an entity that engages in business activities from which it may earn revenues and incur expenses and whose results are regularly reviewed by the Board of Directors. The Board of Directors reviews operating results by reference to the core principle of geographic location. The Group currently has oil and gas exploration in one market, New Zealand, and it has a head office and associated corporate expenses in the UK.

Revenue of GBP2,087,000 (2013:GBP829,000) has been earned through the sale of oil to Shell Todd Oil Services Limited, in New Zealand, during the period.

The following table provides a breakdown of the Group's capital expenditure based on the area of

operation:

 
                   2014      2013 
                GBP'000   GBP'000 
 New Zealand      1,174     9,121 
               ======== 
 
 

The following table provides a breakdown of the Groups total segment non current assets based on

the area of operation:

 
                      2014      2013 
                   GBP'000   GBP'000 
 New Zealand        18,067    19,827 
 United Kingdom          2         4 
                  --------  -------- 
 
                    18,069    19,831 
                  ========  ======== 
 
   2.   Loss before taxation 
 
                                                         2014      2013 
 Loss before taxation has been arrived at after       GBP'000   GBP'000 
  charging / (crediting): 
 
 Foreign exchange differences                              40        20 
 
 Depreciation of property, plant and equipment            107        98 
 
 Employee benefits expense: 
 Employee costs (Note 3)                                1,022     1,459 
 
 Operating leases rentals: 
 Land and buildings                                       210       143 
 
 Audit and non-audit services: 
 Fees payable to the Company's auditor for 
  the audit of the Group accounts                          42        34 
 
 Fees payable to the Company's auditor and 
  its associates for other services: 
 The audit of the Company's subsidiaries, pursuant 
  to legislation                                           18        15 
 Tax services                                               9        10 
 Other Consultancy                                          -         7 
  JSOP Planning                                             -        67 
 Revenue from sub-letting part of Group head 
  office in London                                      (114)      (92) 
                                                     ========  ======== 
 
   3.   Employee numbers and costs 
 
                                                    2014      2013 
                                                 GBP'000   GBP'000 
 Employee costs (including directors): 
 Wages and salaries                                  716     1,106 
 Social security costs                               281       313 
 Pension costs - defined contribution plans           25        40 
                                                --------  -------- 
 
                                                   1,022     1,459 
                                                ========  ======== 
 
   The average number of employees (including 
   directors) during the year was as follows: 
 Management                                            7         8 
 Administration                                        4         5 
 Exploration and Mining                                4         4 
                                                --------  -------- 
                                                      15        17 
                                                ========  ======== 
 
 
                                              GBP'000   GBP'000 
 Remuneration of key management personnel: 
 Emoluments                                       534       604 
 Post employment benefits                          12        12 
                                             -------- 
                                                  546       616 
                                             ========  ======== 
 

Included in the figure of GBP546,000 are costs of GBP325,000 (2013: GBP230,000) relating to time spent by the CEO and other

employees that have been capitalised against specific projects.

The total directors' emoluments for the year were GBP522,000 (2013:GBP750,000). In addition directors' total pension

contributions for the year were GBP12,000 (2013: GBP12,000). The emoluments of the highest paid director were GBP257,000 (2013: GBP303,000).

   4.   Net Finance Expense / Income 
 
                                                     2014      2013 
                                                  GBP'000   GBP'000 
 
 Interest income                                        7        38 
 Change in revaluation of derivative liability          7         - 
                                                 --------  -------- 
 Investment revenues                                   14        38 
 Interest expense                                   (166)         - 
 Derivative liability transaction costs              (54)         - 
 Revaluation Expense                                 (35)         - 
 Deferred facility early payment charge             (165)         - 
                                                 --------  -------- 
 Finance costs                                      (420)         - 
                                                 --------  -------- 
 Net finance (Expense) / Income                     (406)        38 
                                                 ========  ======== 
 
   5.   Taxation 

There is no income tax expense due to losses incurred in the year. The tax assessed for the year differs from the standard rate of corporation tax as applied in the respective trading domains where the Group operates.

 
                                                        2014      2013 
                                                     GBP'000   GBP'000 
 
 Loss for the year before tax                        (3,819)   (9,351) 
 
 Loss for year multiplied by the standard rate 
  of corporation tax applicable in the UK, 22.67% 
  (2013: 23.837%)                                      (865)   (2,229) 
 
 Effects of: 
 Expenses not deductible for tax purposes                194       472 
 Losses utilised                                           -       262 
 Foreign exchange arising on consolidation             (367)         - 
 Differences in rates of taxation                      (208)     (255) 
 Unprovided deferred tax adjustment for prior 
  year                                                     -       225 
 Accelerated Capital Allowances                            -         1 
 Unrelieved tax losses and other deductions 
  raised in the year - UK                                  -        83 
 Tax losses for future utilisation - NZ                1,246     1,441 
                                                    -------- 
 
 Tax (charge) / credit for the year                        -         - 
                                                    ========  ======== 
 
 
 Deferred tax                                           2014      2013 
                                                     GBP'000   GBP'000 
 Deferred tax assets: 
 Short term temporary differences                          -         - 
 Tax losses available for offset against future 
  taxable profits                                    (3,211)   (5,337) 
 
 Deferred tax liabilities: 
 Temporary differences on capitalised exploration 
  expenditure                                          3,211     5,337 
                                                    --------  -------- 
 
 Net deferred tax asset recognised                         -         - 
                                                    ========  ======== 
 

The group has tax losses unrecognised carried forward in the UK of GBP1,472,000 (2013: GBP800,000) and New Zealand of GBP13,318,000 (2013: GBP10,843,000). The movement in relation to New Zealand includes the prior year adjustment in relation to the unrecognised tax losses and the impact of movement in foreign exchange rates.

The Group has a deferred tax asset of GBP4,024,000 (2013: GBP3,220,000) which is unrecognised. Deferred tax assets are recognised for all deductible differences, carry forward on unused tax credits and unused tax losses, to the extent that the likelihood of sufficient future taxable profits being generated within the Group satisfies the definition of "probable". The benefit of unused tax losses has been recognised to the extent that the Group has deferred tax liabilities.

   6.   Loss per share 
 
                                                           Year ended    Year ended 
                                                               31 May        31 May 
                                                                 2014          2013 
                                                              GBP'000       GBP'000 
 
 Loss for the year attributable to equity shareholders        (3,819)       (9,351) 
 
                                                            Pence per     Pence per 
                                                                share         share 
 
 Basic and diluted loss per share                             (0.54)p       (1.59)p 
 
                                                            Number of     Number of 
                                                               shares        shares 
 
 Issued ordinary shares at start of the year              697,442,407   509,355,000 
 Ordinary shares issued in the year                        77,640,063   188,087,407 
                                                         ------------  ------------ 
 Issued ordinary shares at end of the year                775,082,470   697,442,407 
                                                         ============  ============ 
 
 Weighted average number of shares in issue 
  for the year.                                           711,684,429   586,363,514 
                                                         ============  ============ 
 
 

The diluted loss per share does not differ from the basic loss per share as the exercise of share options would have the effect of reducing the loss per share and is therefore not dilutive. The weighted average number of shares used in calculating the basic earnings per share has been adjusted to remove the shares in issue held by the Employee Benefit Trusts.

   7.   Oil and gas exploration assets 
 
 A. Intangible Exploration and evaluation expenses                    GBP'000 
  capitalised 
 Cost 
 Net book value at 31 May 2012                                         10,108 
 Additions 2013                                                        15,022 
 Transferred to Development & Production                              (6,997) 
 Exchange Differences on translation                                    1,127 
 Write off / Impairment of unsuccessful expenditure                   (7,197) 
                                                                ------------- 
 Net book value At 31 May 2013                                         12,063 
 Additions 2014                                                            49 
 Transferred to Stock                                                   (153) 
 Exchange Differences on translation                                    (594) 
 Write off / Impairment of unsuccessful expenditure                   (1,571) 
                                                                ------------- 
 Net book value at 31 May 2014                                          9,794 
                                                                ============= 
 
 
 

The write-off/impairment of unsuccessful expenditure relates to a full provision against all expenditure previously capitalised in relation to the Mauku-1 well (permit PEP382104), permit PEP51155 and permit PEP52333. The write-off of all expenditure relating to PEP51155 was due to the permit being relinquished during the period. All costs associated with PEP381204 and PEP52333 have been impaired, as at year end there was no certainty further exploration operations will be carried out in these permits.

B. Intangible Development & Production Assets Capitalised

 
 Cost 
 Opening Balance at 01 June 2012            - 
 Additions 2013                         6,997 
                                       ------ 
 Opening Balance At 01 June 2013        6,997 
 Additions 2014                           649 
 Exchange Differences on translation    (344) 
 Depletion Charge                       (281) 
                                       ------ 
 Net book value at 31 May 2014          7,021 
                                       ====== 
 

All of the Group's operating expenses and other assets and liabilities are derived from the exploration

and evaluation of hydrocarbon resources, unless stated otherwise in these financial statements.

   8.   Property, plant and equipment 
 
                                           Property, 
                                               plant 
                                         & equipment 
 Cost                                        GBP'000 
 Opening Balance at 01 June 2012                 826 
 Additions                                       169 
 At 31 May 2013                                  995 
 Additions                                       628 
 Exchange Differences on translation            (38) 
                                       ------------- 
 At 31 May 2014                                1,585 
 
 Depreciation 
 Opening Balance at 01 June 2012                 126 
 Charge for the year                              98 
 At 31 May 2013                                  224 
 Charge for the year                             107 
 At 31 May 2014                                  331 
 
 Net Book Value at 31 May 2013                   771 
                                       ------------- 
 Net Book Value at 31 May 2014                 1,254 
                                       ============= 
 
   9.   Stock 
 
                                   2014      2013 
                                GBP'000   GBP'000 
 
 Trading Stock                       92        84 
 Stock on hand - Consumables        152         5 
                               --------  -------- 
 
                                    244        89 
                               ========  ======== 
 
 
   10.   Trade and other receivables 
 
                                                  2014      2013 
                                               GBP'000   GBP'000 
 
 Other receivables                                 109       346 
 Value added taxes                                  64       539 
 Prepayments                                       157       160 
                                              --------  -------- 
 
                                                   330     1,045 
                                              ========  ======== 
 There were no financial assets overdue for 
  receipt. 
 
   11.   Trade and other payables 
 
                                           2014      2013 
                                        GBP'000   GBP'000 
 
 Trade payables                             577     2,519 
 Social security and other taxes             34        39 
 Accrued expenses and other payables        325       288 
                                       --------  -------- 
 
                                            936     2,846 
                                       ========  ======== 
 
   12.   Borrowings and derivative financial instruments 
 
                                             2014      2013 
                                          GBP'000   GBP'000 
 Borrowings 
 Convertible Loan Note (Note 17)              825         - 
 Deferred facility fees                     (310)         - 
                                         --------  -------- 
                                              515         - 
                                         --------  -------- 
 Derivative Financial Instruments 
 Warrants Financial Liability (Note 17)       146         - 
 Derivative liability (Note 17)               288         - 
                                         --------  -------- 
                                              434         - 
                                         --------  -------- 
 
   13.   Share capital 
 
                                       Shares          Nominal        Premium         Total 
                                                  Value (1.0p)   net of costs 
                                                       GBP'000        GBP'000       GBP'000 
 
 Opening Balance 31 May 
  2013                            697,442,407            6,974         29,353        36,327 
 Shares Issued - Jan 2014           2,823,529               28             27            55 
 Shares Issued - 06 Feb 
  2014                             19,204,437              192              9           201 
 Shares Issued 28 Feb 
  2014                             20,000,000              200              -           200 
 Shares Issued - 09 Apr 
  2014                             10,240,785              103            224           327 
 Shares Issued - 22 May 
  2014                             11,805,463              118             86           204 
 Shares Issued - 23 May 
  2014                              3,589,743               36             34            70 
 Shares Issued - 27 May 
  2014                              9,976,106              100             95           195 
 Warrants exercised                         -                -              -             - 
                               --------------  ---------------  -------------  ------------ 
 
   31 May 2014                    775,082,470            7,751         29,828        37,579 
                               ==============  ===============  =============  ============ 
 
 
 
 

The market price of the ordinary shares at 31 May 2014 was 1.68p and the range during the year was 0.9p to 5.62p.

 
 Warrants                                                 Number of warrants 
 At 01 June 2013                                              23,607,141 
 Granted during the year                                      20,101,266 
 Exercised during the                                             - 
  year 
 Lapsed during the year                                      (2,000,000) 
                                                         ------------------- 
 At 31 May 2014                                               41,708,407 
                                                         =================== 
 
 
 Date of grant              Latest exercise    Warrant    Number of warrants 
                             date               price 
 31/05/2013                 31/05/2015         10.00p         21,607,141 
 16/01/2014                 10/01/2017         2.6563p        12,000,000 
 23/05/2014                 01/06/2019         2.46875p       8,101,266 
                                                         ------------------- 
                                                              41,708,407 
                                                         =================== 
 

Of the warrants issued at 31 May 2014, 423,731 were held by members of the concert party or by related parties.

14. Other reserves

 
                         Merger Reserve   Warrant Reserve    Total 
                            GBP'000           GBP'000       GBP'000 
 Balance 01 June 2012         125                -            125 
 Movement in year              -                135           135 
                        ---------------  ----------------  -------- 
 Balance 31 May 2013          125               135           260 
 Movement in year              -                 -             - 
                        ---------------  ----------------  -------- 
 At 31 May 2014               125               135           260 
                        ===============  ================  ======== 
 

In October 2009, the Company acquired the entire issued share capital of the recently incorporated KPHL by way of a share for share exchange with the then shareholders of KPHL. The difference between the nominal value of the shares issued by Kea Petroleum to the shareholders of KPHL and the nominal value of the shares of KPHL taken in exchange has been credited to a merger reserve on consolidation.

In January and May of this year the Company issued warrants to Darwin as part of an equity fund raise. The shares were issued at a 25% and a 21% premium to market price respectively and a reclassification was made from Deferred Facility Fees to Warrants liability to represent fair value for the warrants issued.

   15.   Share based payments 

The Group has an unapproved share option plan for the benefit of employees, as well as the JSOP and the OESBT. Details of the number of share options and the weighted average exercise price (WAEP) outstanding during the period are as follows:

 
                                        2014 WAEP            2013 WAEP 
                                       Number   Pence        Number   pence 
 Outstanding at the beginning 
  of the year                      38,000,000    8.84    42,000,000    9.14 
 Granted during the year              -             -             -       - 
 Forfeited during the year       (10,000,000)       -   (4,000,000)       - 
                                -------------          ------------ 
 Outstanding at the balance 
  sheet date                       28,000,000    8.84    38,000,000    8.84 
                                -------------          ------------ 
 Exercisable at the balance        28,000,000       -             -       - 
  sheet date 
 

The fair value of options granted has been arrived at using a Binomial model. The assumptions inherent in the use of this model are as follows:

-- The option life is assumed to be at the end of the allowed period.

-- No variables change during the life of the option (e.g. dividend yield).

-- Expected volatility was determined by calculating the weighted average share price movement of 4 comparable companies. Expected life was based on the contractual life of the options, adjusted, based on management's best estimate, for the effects of exercise restrictions and behavioural considerations.

 
 Date         Vesting         Life in       Exercise      Risk-free   Share       Volatility   Fair       Number 
  of grant     period (Yrs)    years from   price          rate        price       of share     value      outstanding 
                               grant date   (pence)                    at grant    price        (pence) 
                                                                       (pence) 
 15/02/10     Min 3 years         10            8.0         2.95%       9.15         85%       6.49         20,000,000 
 07/01/11     Min 3 years         10           12.0         2.44%       14.5         85%       10.46         8,000,000 
 

OESBT / JSOP Model

No shares were subscribed for under the JSOP during the year.

For the purposes of the OESBT, the employee benefit trust which has subscribed for 4,000,000 new shares in the Company at a price of 2.0p per share, being the closing mid-market price on 22 May 2014, which has been funded by a loan from the Company.

 
 Name           Date         Vesting    Exercise   Risk    Share       Volatility   Fair     Number 
                 of Grant     period     price      free    price       of share     value    of awards 
                              - years               rate    at grant    price 
 OESBT 
  - tranche1    28/2/13      1          0.1038     0.91%   0.105       60%          0.053    2,000,000 
 OESBT 
  - tranche2    28/2/13      2          0.1038     0.91%   0.105       60%          0.057    2,000,000 
 OESBT 
  - tranche3    28/2/13      3          0.1038     0.91%   0.105       60%          0.060    2,000,000 
 OESBT 
  - tranche 
  4             27/5/14      1          0.02       2.72%   0.0183      90%          0.008    1,333,333 
 OESBT 
  - tranche 
  5             27/5/14      2          0.02       2.72%   0.0183      90%          0.010    1,333,333 
 OESBT 
  - tranche 
  6             27/5/14      3          0.02       2.72%   0.0183      90%          0.012    1,333,333 
 JSOP 
  - tranche 
  1             28/2/13      1          0.1038     0.91%   0.105       60%          0.037    2,333,333 
 JSOP 
  - tranche 
  2             28/2/13      2          0.1038     0.91%   0.105       60%          0.037    2,333,333 
 JSOP 
  - tranche 
  3             28/2/13      3          0.1038     0.91%   0.105       60%          0.037    2,333,333 
 

The Group recognised total expenses of GBP365,139 (2013:GBP619,125) related to equity-settled share based payment transactions during the year. A corresponding credit has been made to the share option reserve. Further details of share based payments are set out in the Remuneration Report.

 
                         Share Option     Investment      Total 
                            Reserve      in own shares 
                           GBP'000         GBP'000       GBP'000 
 Balance 01 June 2012       2,069             -           2,069 
 Movement in year            620           (1,557)        (937) 
                        -------------  ---------------  -------- 
 Balance 31 May 2013        2,689          (1,557)        1,132 
 Movement in year            365             (80)          285 
                        -------------  ---------------  -------- 
 At 31 May 2014             3,054          (1,637)        1,417 
                        =============  ===============  ======== 
 
   16.   Financial instruments and risk management 

Risk management

The Group manages its capital to ensure that entities within the Group will be able to continue as a going concern whilst maximising the return to stakeholders through the effective management of liquid resources raised through share issues. The principal risks faced by the Group resulting from financial instruments are liquidity risk, foreign currency risk and, to a certain extent, interest rate risk. The directors review and agree policies for managing each of these risks and they are summarised below.

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 members. The Group will also seek to minimise the cost of capital and attempt to optimise the capital structure. Currently no dividends are paid to shareholders and capital for further development of the Group's products is achieved by share issues and by the exercise of outstanding warrants (note 12). Warrants are issued, at times, as part of the equity fund raisings as an incentive for investors to take part in a capital issue.

The current share price is under 0.5p and the Directors are not sure what level of share price would support the exercise of warrants either at 5p or at 10p. The Group does not carry significant debt.

Categories of financial instrument

 
                                                                  2014      2013 
                                                               GBP'000   GBP'000 
 Loans and receivables 
 
   *    Cash and cash equivalents                                  823     2,788 
                                                                     -         - 
   *    Trade receivables 
                                                              --------  -------- 
                                                                   823     2,788 
                                                              ========  ======== 
 Financial liabilities at amortised cost 
 
   *    Payables                                                   756     2,519 
                                                                   515         - 
   *    Convertible loan liability - debt portion (Note 17) 
                                                              --------  -------- 
                                                                 1,271     2,519 
                                                              ========  ======== 
 Financial Liabilities at fair value 
                                                                   146         - 
   *    Warrants Financial liability (Note 17) 
                                                                   288         - 
   *    Derivative financial instruments (Note 17) 
                                                              ========  ======== 
                                                                   434         - 
                                                              ========  ======== 
 
 

Foreign currency risk

The cash balances carried within the Group comprise the following foreign currency holdings:

 
                   2014      2013 
                GBP'000   GBP'000 
 NZ dollars         649     2,019 
 US Dollars          12        77 
 AUS Dollars          -        14 
               --------  -------- 
                    661     2,110 
               ========  ======== 
 

The Group operates within the UK and New Zealand. All transactions are denominated in Sterling, NZ Dollars or US dollars. As such the Company is exposed to transaction foreign exchange risk. The mix of currencies and terms of trade are such that the directors believe that the Company's exposure is minimal and consequently they do not specifically seek to hedge that exposure. Funds are periodically transferred overseas to meet local costs when required.

The table below demonstrates the sensitivity of the Group's consolidated loss before tax to reasonably possible changes in the value of the US dollar and the NZ Dollar with respect to Sterling, all other variables held constant. The sensitivity analysis includes only the US dollar and NZ Dollar because the effect of other currencies is not significant. The sensitivities reflect only those changes in consolidated loss before tax that arise from translation of the value of US dollar and NZ dollars denominated financial assets and liabilities.

 
             Change in        Effect on      Change in        Effect on 
          value of USD      loss before   value of NZD      loss before 
               vs. GBP   tax and equity        vs. GBP   tax and equity 
                     %          GBP'000              %          GBP'000 
 
  2014              10                1             15               98 
  2013              10                8             20              404 
 

Interest rate risk

The Group finances its operations through equity fundraising and therefore does not carry significant borrowings. Interest rate risk is therefore considered to be immaterial. The Group's cash balances and short term deposits are held at floating interest rates based on LIBOR and are reviewed to ensure maximum benefit is obtained from these resources. Risk is additionally reduced by ensuring two or more banks are used for deposits.

Liquidity risk

The Group is dependent on equity fundraising through private placing which the directors regard as the most cost effective method of fundraising. The directors monitor cash flow on a daily basis and at monthly board meetings in the context of their expectations for the business to ensure sufficient liquidity is available to meet foreseeable needs.

Credit risks

The Group does not have any perceived credit risks on its trade and other receivables.

   17.   Convertible Loan notes 

In January 2014 the Company entered into an agreement with Darwin Strategic Limited ("Darwin") whereby Darwin was able to conditionally subscribe to a total of GBP1.2 million worth of convertible loan notes (Agreement A) in 6 tranches of GBP200,000 for which Darwin were subject to pay GBP180,000 for each. Each tranche expires 18 months from date of the Agreement A. Agreement A was terminated in May 2014, by which point Darwin had subscribed to 4 tranches of notes totalling GBP800,000. This resulted in a loss of GBP163,000 being recognised in the income statement. A new agreement (Agreement B) replaced Agreement A and allowed Darwin to conditionally subscribe for an additional GBP2.0 million in Convertible loan notes in tranches of GBP1.0million, GBP550,000 and GBP450,000, all subject to a 10% discount. Each of the tranches under Agreement B expire 12 months from the date of this agreement.

At 31 May the value of the convertible loan notes were analysed as follows:

 
                                                2014   Inception 
                                             GBP'000     GBP'000 
 Convertible Loan Notes 
 
   *    Debt Host liability                      824         824 
 
   *    Deferred Facility Fees                 (310)       (310) 
                                                   1           - 
   *    Interest Charged 
                                            --------  ---------- 
                                                 515         514 
                                            ========  ========== 
 Derivative Liability 
 
   *    Derivative liability at inception      (439)       (439) 
                                                (64)           - 
   *    Fair value movements 
                                                 215           - 
   *    Exercise or lapse of options 
                                            --------  ---------- 
                                               (288)       (439) 
                                            ========  ========== 
 
 
   Warrants 
 
   *    Warrant liability at inception         (219)       (219) 
                                                  39           - 
   *    Fair value movements 
                                                  34           - 
   *    Lapse of options 
                                            --------  ---------- 
                                               (146)       (219) 
                                            ========  ========== 
 

The table below represents the assumptions used in determining the fair value of the convertible loan notes issued under Agreement B and the warrants issued under Agreements A & B.

 
                                    2014   Inception 
                                 GBP'000     GBP'000 
 
 Derivative liability term             1           1 
 Share Price - pence sterling       1.68        1.90 
 Risk-free rate (%)                 0.36        0.40 
 Expected volatility (%)              90          90 
 
 
                          Agreement A        Agreement B 
                        2014   Inception   2014   Inception 
 Warrants term           2.6           3      5           5 
 Share Price - pence 
  sterling              1.68        1.93   1.68        1.90 
 Risk-free rate (%)     0.94        0.82   1.79        1.79 
 Expected volatility 
  (%)                     90          90     90          90 
 
   18.   Capital commitments 

As at signing date the Group had no capital expenditure commitments. The terms of the petroleum exploration permits which the Group holds require it to carry out certain exploration activities within specified time frames. The actual costs of these activities are dependent on a number of factors including the scope of the work and whether farm-out or similar arrangements are entered into with other parties. Estimated commitments for the minimum exploration work program obligations are as follows:

Within 1 year

   --      GBP750,000 15km seismic commitment on PEP381204; 
   --      GBP250,000 7km seismic commitment and other work on PEP51153 

19. Subsidiary companies consolidated in these accounts and associates

 
                           Country of incorporation   % interest in      Principal activity 
                                                       ordinary shares 
                                                       at 31 May 2014 
 Kea Petroleum Holdings                 New Zealand                100   Oil and gas exploration 
  Limited 
 Kea Exploration Limited                New Zealand                100   Oil and gas exploration 
 Kea Oil and Gas Limited                New Zealand                100   Oil and gas exploration 
 Kea Offshore Taranaki                  New Zealand                100   Oil and gas exploration 
  Ltd 
 Kea Petroleum Limited                  New Zealand                100   Oil and gas exploration 
 
   20.   Operating lease commitments 

At the balance sheet date, non-cancellable outstanding operating lease rentals are payable as follows:

 
                           2014      2013 
                        GBP'000   GBP'000 
 Land and buildings: 
 One year                   159       157 
 Two to five years          106        61 
                       --------  -------- 
                            265       218 
                       ========  ======== 
 

The UK lease is on the property at 5-8 The Sanctuary in London and rental and service charge are payable in advance on a quarterly basis. The lease expires in July 2016. The NZ leases are on properties in Wellington and New Plymouth. The Wellington lease expires in Jan 2016. The New Plymouth lease expires in Feb 2019, with the option of a break in Feb 2015.

   21.   Contingent liabilities 

The Group is defending claims brought against Kea Petroleum Holdings Limited and two operating subsidiaries by NRG Drilling Limited. Kea has taken legal advice and accordingly considers that it has strong defences to the claims and will vigorously defend them. An unfavourable outcome to the litigation could have a material adverse effect on the Company's financial position.

   22.   Related party transactions 

During the period Ventutec Limited, a company in which DJ Lees is a director, charged an amount of GBP331 (2013: GBP5,035) for web based services. The balance outstanding at year end was GBP278.

   23.   Events after the balance sheet date 

In June 2014 the Company paid NZ$1,000,000 to the Joint Venture agreed with MEO.

In June 2014 the replacement pump was installed in Puka-2 and production restarted.

In June 2014 at a general meeting the Company was granted authority to issue 393,770,617 shares

In June 2014 the Company issued 40,638,392 shares to Darwin under the Convertible Loan Note ("CLN") agreement.

In July 2014 the Company issued 35,747,309 shares to Darwin under the CLN agreement.

In July 2014 the Company issued a further 38,401,396 shares to Darwin under the CLN agreement.

In August 2014 the Company, along with MEO, plugged and abandoned the Puka-3 well after finding non-commercial quantities of oil.

In September 2014 the Company issued 50,000,000 shares to Darwin under the CLN agreement.

In October 2014 a change of work conditions on licence area PEP381204 was granted and Section A of licence PEP51153 was surrendered.

This information is provided by RNS

The company news service from the London Stock Exchange

END

FR DDBDBLDGBGSD

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