Source - RNS
RNS Number : 5064J
Mayan Energy Limited
29 June 2017
 

7.00am 29th June 2017

 

Mayan Energy Ltd / Index: AIM / Epic: MYN/ ISIN: VGG6622A1057 / Sector: Oil and Gas

Mayan Energy Ltd ("Mayan" or "the Company")

Final Results for the year end 31 December 2016

Mayan (AIM: MYN) is pleased to announce its final results for the year ended 31 December 2016. The full audited Report and Accounts for the period under review will be available on the Company's website today at www.Mayanenergy.com and are being posted to Shareholders.

 

Highlights

•    A gross loss for the year of US$ 7,149,000 (2015: US$ 6,137,000).  Loss predominantly as a result of impairments raised against our US based assets as well as our investment into Mexico, and a loss per share of US$ cents 0.06 (2015: US$ cents 0.12);

•    Operational cash costs reduced from US$ US$ 360,000 per month previously to US$ 150,000 per month, with further reductions identified for the future;

•    Raised a further 14,000,000,000 ordinary shares of no par value over the course of 2016, raising approximately US$ 3,538,000 before share issue costs;

•    Changes to the Board in September with a new CEO Eddie Gonzalez and new Non-Executive Director ("NED") JD McGraw joining the Board, and Randy Connally (former CEO) and Kevin Green (former NED) stepping down.  

 

Post year-end highlights

•     Raised approximately £1,185,000 before share issue costs in two stages (March and June), with issue of £180,000 of shares to creditors and advisors at the Subscription Price as part of the June raise.   Intention for Eddie Gonzalez, Mayan's CEO, to be issued 6,666,667 new Ordinary Shares, following the publication of the Company's accounts for the year ended 31 December 2016; such shares to be issued in settlement of accrued salary owed to Eddie Gonzalez.

•      Concluded a 400:1 Share Consolidation, with consolidated shares retaining same rights as previously;

•      Invested £300,000 into Block Energy plc ("Block Energy"), a NEX listed oil and gas company with interests primarily in Georgia.  Investment structured as follows:

£90,000 equity investment via a placing of new shares at £0.0085 per Block Energy Share which will result in Mayan acquiring a 2.47% equity interest in Block Energy

£210,000 via a Secured Convertible Loan Note.  10% flat coupon with conversion to equity at a 10% discount to any price at which Block Energy's shares are listed or admitted to trading on any stock exchange other than NEX. 

•   Rationalised non-core asset portfolio by disposing of Libby and Tinker leases, and securing the remaining outstanding interest in Zink Ranch, in a swap deal for the Groups interests in its Horizon leases.  These transactions generated US$ 90,0000-net in cash, with  historic decommissioning provisions of approximately US$ 457,000 now in a position to be released;

•   Group debt load lightened by approximately US$750,000 as a result of cash settlements at a discount, or settlements in equity, or as part of the non-core asset realisation deals referred to above; and

•   Ross Warner Non-Executive Chairman stepped down to be replaced by NED Charlie Wood, pending identification and appointment of a new Chairman.

 

Eddie Gonzalez, CEO, commented:

 

"Since my appointment to the Board we have addressed many of the strategic challenges facing the Company by reducing the debt load, rationalizing the asset portfolio and restructuring agreements that were not favourable to the Company.  The collective impact of these issues had put the Company in a position where it had limited strategic flexibility to take deliberate actions to enhance value and build a sustainable business.

 

Despite some disappointments in legacy operations, notably Shoats Creek which continues to be challenging, we have had much success in addressing the strategic issues that were restricting the Company's ability to act and the new investment in Block Energy is testament to the fact that we can now seek opportunities to grow the business for the benefit of our investors. Further, we have effectively reclaimed value for the company at Zink Ranch-a solid asset that we released from a poor contract and disadvantageous relationship with its prior operator.

 

I look forward to progress with the investment in Block Energy and Zink Ranch operations over the remainder of the year whist we work to better monetise Shoats Creek and introduce new opportunities to the Company."

 

Special note concerning the Market Abuse Regulation

This announcement contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) No 596/2014 ("MAR"). 

 

**ENDS**

For further information visit www.Mayanenergy.com or contact the following:

Eddie Gonzalez

Mayan Energy Ltd

+  1 469 394 2008

Charlie Wood

Mayan Energy Ltd

+44 7971 444 326

Roland Cornish

Beaumont Cornish Ltd

+44 20 7628 3396

James Biddle

Beaumont Cornish Ltd

+44 20 7628 3396

Nick Bealer

Cornhill Capital Limited

+44 20 7710 9612

 

 

 

Notes:

Mayan Energy Limited is an AIM listed (London Stock Exchange) oil and gas energy company; whose present operations which are focussed on the redevelopment and enhancement of its upstream oil and gas interests in Oklahoma and Louisiana. 

 

CHIEF EXECUTIVE'S STATEMENT

The last year was a difficult year, but the Company is in substantially improved circumstances since my appointment as Chief Executive Officer September 1, 2016.

We have radically reduced the cost structure from approximately US$ 360,000 per month previously to US$ 150,000 per month although we would like to reduce this further.  Since year end, the debt burden has been lowered materially through discounted settlements with our creditors including the recently completed retirement of approximately $190,000 in obligations at 21 cents in the dollar.

Finally, I am pleased to say that just prior to release of this annual report, an agreement was reached with the operator of our Horizon and Zink Ranch assets in Oklahoma.  Pursuant to this agreement approximately US$300,000 in debt due the operator by the company will be settled and we will assign the Horizon assets, which have never been profitable to the company, to Glenn Supply Company.

In exchange, Glenn Supply will assign all of its interest in the Zink Ranch property to the Company giving us 100% working interest with an approximate net revenue interest of 81%.

With full control of the Zink Ranch asset and a clean working / net revenue interest the Zink Ranch asset offers both straightforward development potential as well as potential realisable value in the form of a sale to a third party.  This is a great asset with over 600,000 barrels of cumulative historical production in shallow, lost cost formations with fewer surface and other challenges than Shoats Creek has presented and current production of 8 bopd.

Despite these material improvements, the last year has not been without its challenges.  The breadth and scope of issues to be addressed was considerable. Thus, with the benefit of hindsight, we initially were too aggressive in defining a 120 day plan that in retrospect was not achievable.

In particular, Shoats Creek has presented many more challenges to the Company than contemplated including operational challenges at the field itself; issues associated with the operator, Shoats Creek Development, Inc. and legacy liabilities hampering its ability to perform its intended function; aspects of agreements by and between the various partners which require restructuring as well as a plan for sourcing the capital that would be required to properly develop Shoats Creek going forward. 

In response to these issues, Mayan has recognised an impairment to the carrying value of Shoats Creek as well as various of the agreements to which it is a party, and whilst we still wait for results from the LM13 well and drilling at the 710' level, the Board may look to seek disposal options for Shoats Creek in the second half of 2017.

While we believe Mexico offers tremendous opportunities for growth, the historical efforts undertaken by the Company were flawed in both conception and execution.  Salvaging anything from the past efforts would be both unlikely to be successful as well as more expensive than starting with a fundamentally well-conceived business plan executed with focus and energy.  We continue to look at opportunities in Mexico and have active discussions on excellent realistic opportunities with successful, respected members of the Mexican business community whom I have met over the years, personally have completed various profitable business transactions in the past with and consider them good, completely trustworthy people. 

Financial Review

The last year, and indeed the period to date has seen considerable restructuring of our portfolio and operations, with the intention of reducing costs and debt, and seeking to bring low cost oil and gas operations on stream.  Whilst cost cutting measures have borne some fruit, attempts at increasing revenue for the time being have proved elusive.

Overall the Group generated a gross loss for the year of US$ 7,149,000 (2015: US$ 6,137,000), which was predominantly as a result of impairments raised against both our US based assets as well as our investment into Mexico, these compounded by commodity prices which continue to be depressed relative to several years ago have our financial performance and position. 

Outlook

The recently announced investment in Block Energy is an exciting step for the Company offering Mayan shareholders exposure to a highly accomplished management team, with a very attractive asset and potentially high impact development program.  The value of this investment has the potential to dramatically increase over the coming years and I look forward to monitoring the progress of Block Energy in the future.

We intend to take additional steps to lower the cost structure in the third quarter of 2017 while looking to increase production and cash flow at Zink Ranch.  Additionally, the Board is evaluating several opportunities to enter into and participate in cash generative projects, businesses and investments.  We look forward to updating the market as to our progress with respect to becoming a cash generative company in due course. 

The Board of Directors continues to make determined progress toward resolving legacy problems as well as identify and implement value enhancing strategies going forward.  I believe the future of Mayan is positive and look forward to developments I expect during the balance of the current year.

 

 

FINANCIAL STATEMENT

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME: YEAR ENDED 31 DECEMBER 2016

 

 

Year to

Year to

 

 

31 December 2016

31 December 2015

 

Notes

US$ 000's

US$ 000's

Continuing operations

 

 

 

Revenue

4

270

841

Cost of sales

 

(786)

(961)

Gross profit

 

(516)

(120)

 

 

 

 

Administrative expenses

 

 

 

Impairment of property, plant and equipment

10

(4,721)

(1,359)

Other administrative expenses

 

(1,777)

(4,301)

Total administrative expenses

6,7

(6,498)

(5,660)

 

 

 

 

Operating loss

 

(7,014)

(5,780)

 

 

 

 

Finance Income

3

2

20

Finance costs

3

(137)

(428)

Loss before income tax

 

(7,149)

(6,188)

 

 

 

 

Income tax expense

9

-

-

Loss after tax for the year

 

(7,149)

(6,188)

 

 

 

 

Other comprehensive income:

 

 

 

Items that may be subsequently reclassified to profit or loss

 

 

 

Currency translation differences

 

86

254

Total comprehensive income

 

(7,063)

(5,934)

 

 

 

 

Loss for the year attributable to:

 

 

 

-Owners of the parent

 

(7,147)

(6,137)

-Non-controlling interest

 

(2)

(51)

Total comprehensive income for the year

 

(7,149)

(6,188)

 

 

 

 

Total Comprehensive Income attributable to:

 

 

 

-Owners of the parent

 

(7,061)

(5,883)

-Non-controlling interest

 

(2)

(51)-

Total comprehensive income for the year

 

(7,063)

(5,934)

 

There are no discontinued activities

 

 

 

 

 

 

 

Loss per share from continuing and discontinued operations attributable  to owners of the parent during the year

 

US cents

US cents

-Basic & diluted (US cents per share)

5

(0.06)

(0.12)

 

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

The accounting policies and Notes thereto form part of these Financial Statements. 

 

CONSOLIDATED STATEMENT OF FINANCIAL POSITION: YEAR ENDED 31 DECEMBER 2016

 

 

31 December 2016

31 December 2015

 

Note

US$ 000's

US$ 000's

 

 

 

 

ASSETS

 

 

 

Non-current assets

 

 

 

Property, plant and equipment

10

2,563

6,601

Total non-current assets

 

2,563

6,601

 

 

 

 

Current assets

 

 

 

Inventories

11

31

31

Trade and other receivables

12

358

325

Cash and cash equivalents

 

155

91

Total current assets

 

544

447

TOTAL ASSETS

 

3,107

7,048

 

 

 

 

LIABILITIES

 

 

 

Current liabilities

 

 

 

Trade and other payables

13

(2,220)

(2,006)

Borrowings

17

-

(236)

Provisions

16

(800)

(220)

Total current liabilities

 

(3,020)

(2,462)

 

 

 

 

Non-current liabilities

 

 

 

Provisions

16

(273)

(1,030)

Total non-current liabilities

 

(273)

(1,030)

 

 

 

 

TOTAL LIABILITIES

 

(3,293)

(3,492)

 

 

 

 

NET ASSETS

 

(186)

3,556

 

 

 

 

EQUITY ATTRIBUTABLE TO OWNERS OF THE PARENT

 

 

 

Share capital

15

-

-

Share premium

15

33,126

30,633

Foreign exchange reserve

 

415

329

Revenue acquisition reserve

 

(8,202)

(8,202)

Retained losses

 

(25,832)

(19,513)

Total equity attributable to the equity owners of the parent

 

(493)

3,247

Non-controlling interest

 

307

309

TOTAL EQUITY

 

(186)

3,556

                                                                                                                                                                

 

The Financial Statements were approved and authorised for issue by the Board of Directors on 27 June 2017 and were signed on its behalf by

Eddie Gonzalez

Chief Executive Officer

The accounting policies and Notes thereto form part of these Financial Statements. 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY: YEAR ENDED 31 DECEMBER 2016

 

 

Attributable to the owners of the parent

 

 

 

Share capital

Share premium

Foreign currency translation reserve

Reverse acquisition reserve

Retained losses

Sub total

Non -controlling interests

Total

 

US$ 000's

US$ 000's

US$ 000's

US$ 000's

US$ 000's

US$ 000's

US$ 000's

US$ 000's

Balance as at 1 January  2015

-

21,244

75

(8,202)

(13,711)

(594)

-

(594)

Loss for the year

-

-

-

0

(6,137)

(6,137)

(51)

(6,188)

Other comprehensive income for the year-currency translation differences

-

-

254

-

-

254

-

254

Total comprehensive income

-

-

254

-

(6,137)

(5,883)

(51)

(5,934)

Shares issued to acquire subsidiary

-

1,695

-

-

-

1,695

-

1,695

Subscribed for units in controlled entity

-

-

-

-

-

-

360

360

Proceeds from share capital issued

-

8,149

-

-

-

8,149

-

8,149

Share issue costs

-

(703)

-

-

-

(703)

-

(703)

Share warrants issued

-

(335)

-

-

335

-

-

-

Share based payments

-

583

-

-

-

583

-

583

Total transactions with owners, recognised directly in equity

-

9,389

-

-

335

9,724

360

10,084

 

 

 

 

 

 

 

 

 

Balance as at 31 December 2015

-

30,633

329

(8,202)

(19,513)

3,247

309

3,556

Loss for the year

-

-

-

-

(7,147)

(7,147)

(2)

(7,149)

Other comprehensive income for the year - currency translation differences

-

-

86

-

-

86

-

86

Total comprehensive income for the year

-

-

86

-

(7,147)

(7,061)

(2)

(7,063)

Share capital issued

-

3,538

-

-

-

3,538

-

3,538

Cost of share issue

-

(417)

-

-

-

(417)

-

(417)

Cost of share issue -issue of warrants

-

(628)

-

-

628

-

-

-

Share based payments

-

-

-

 

200

200

-

200

Total transactions with owners, recognised directly in equity

-

2,493

-

-

828

3,321

-

3,321

 

 

 

 

 

 

 

 

 

Balance as at 31 December 2016

-

33,126

415

(8,202)

(25,832)

(493)

307

(186)

                     

The accounting policies and Notes thereto form part of these Financial Statements. 

 

CONSOLIDATED CASH FLOW STATEMENT: YEAR ENDED 31 DECEMBER 2016

 

 

 

Year to

Year to

 

 

31 December 2016

31 December 2015

 

Notes

US$ 000's

US$ 000's

Cash flows from operating activities:

 

 

 

Loss for the year before taxation

 

(7,149)

(6,188)

 

 

 

 

Adjustments for:

 

 

 

Impairment

10

4,721

1,359

Finance cost

3

137

428

Finance income

Share options

3

14

(2)

200

(20)

-

 

 

 

 

Change in working capital items:

 

 

 

Decrease in inventories

11

-

20

(Increase)/Decrease in trade and other receivables

12

(33)

68

Increase/(Decrease) in trade and other payables

13

214

(47)

 

 

 

 

Net cash outflow used in operating activities

 

(1,912)

(4,380)

 

 

 

 

Cash flows from investing activities

 

 

 

Acquisition of subsidiary (net of cash)

 

-

(360)

Purchase of Intangible assets

 

-

-

Purchases of property, plant, and equipment

10

(1,403)

(1,153)

Proceeds from farm-in/sale

 

720

-

Net cash used in investing activities

 

(683)

(1,513)

 

 

 

 

Cash flows from financing activities

 

 

 

Proceeds from issue of share capital

19

3,538

7,999

Share issue costs

 

(417)

(703)

Repayment of borrowings

 

(236)

(1,311)

Net Finance Costs

 

(135)

(22)

Net cash inflow from financing activities

 

2,750

5,963

 

 

 

 

Net (decrease)/increase in cash and cash equivalents

 

155

70

Foreign exchange differences on translation

 

(91)

16

Cash and cash equivalents at beginning of year

 

91

5

Cash and cash equivalents at end of year

22

155

91

Major Non Cash Transactions

Details of major non-cash transactions are described in Note 10 non-current assets, Note 15 share capital and Note 17 borrowings. 

The accounting policies and notes thereto form part of these Financial Statements.

1. General Information

The principal activity of Mayan Energy Limited ('The Company') during the year was as an Oil & Gas exploration and production business focussed in the United States of America.  The Company was incorporated in the British Virgin Islands on 13 May 2010 as a private limited company with the name Everest Energy Limited.  As at the year end, the Company was domiciled in the British Virgin Islands and listed on the AIM market of the London Stock Exchange. 

No new standards, amendment or interpretation, effective for the first time for the year beginning on or after 1 January 2016 have had a material impact on the Group.

At the date of authorisation of these financial statements, the following standards and interpretations, were in issue but not yet effective, and have not been early adopted by the Group:

standard / interpretation

impact on initial application

effective date

IFRS 9

Financial Instruments

1 January 2018

IFRS 15

Revenue recognition

1 January 2018

IFRS 16

Leases

1 January 2019*

IAS 12 (amendments)

Recognition of Deferred Tax Assets for Unrealised Losses

1 January 2017*

IAS 7 (amendments)

Disclosure Initiative

1 January 2017*

IFRS 2 (amendments)

Classification and Measurement of Share-based Payment Transactions

1 January 2018*

Annual Improvements to IFRSs: 2014-2016 Cycle

Amendments to: IFRS 1 First-time Adoption of International Financial Reporting Standards, IFRS 12 Disclosure of Interests in Other Entities, IAS 28 Investments in Associates

1 January 2017 (IFRS 12)* / 1 January 2018 (IFRS 1 and IAS 28)*

IFRIC Interpretation 22

Foreign Currency Transactions and Advance Consideration

1 January 2018*

*Effective dates provided are the IASB effective dates. EU effective dates are yet to be confirmed.

Whilst the Directors do not anticipate the adoption of these standards and interpretation in future reporting periods will have a material impact on the Group's financial statements, they have yet to complete their full assessment in relation to the impact of IFRS 9 and IFRS 15. 

2. Summary of significant accounting policies

2.1.                Basis of Preparation

The Consolidated Financial Statements have been prepared under the historical cost convention, as modified for financial assets and financial liabilities (including derivative instruments) at fair value through profit or loss and in accordance with International Financial Reporting Standards (IFRSs) and International Financial Reporting Interpretations Committee (IFRIC) interpretations, as adopted by the EU.  The principal accounting policies applied in the preparation of these consolidated financial statements are set out below.  These policies have been consistently applied to all the years presented unless otherwise stated. 

The consolidated financial statements are presented in thousands of US Dollars (US$ 000's). 

2.2.                Basis of Consolidation

The consolidated Financial Statements consolidate the Financial Statements of Mayan Energy Limited and the audited Financial Statements of its subsidiary undertakings made up to 31 December 2016. 

Subsidiaries are entities over which the Group has control.  The Group controls an entity when the Group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group.  They are de-consolidated from the date that control ceases. 

When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with the Group's accounting policies.  All intra-group assets and liabilities, equity, income, expenses and cash flows relating to transactions between members of the Group are eliminated in full on consolidation. 

A change in the ownership interest of a subsidiary, without a loss of control, is accounted for as an equity transaction.  If the Group loses control over a subsidiary, it derecognises the related assets (including goodwill), liabilities, non-controlling interest and other components of equity while any resultant gain or loss is recognised in the Statement of Comprehensive Income.  Any investment retained is recognised at fair value at the date when control is lost.  The group comprises of the following entities:

Name

Interest

Country of Incorporation

Nature of Business

Direct

 

 

 

Northcote Energy Limited

100%

Cayman Islands

Holding Company

Indirect

 

 

 

Northcote USA Inc.

100%

USA

Holding Company of USA Interests

NAP Acquisition Inc

100%

USA

 Interests (Shoats & Oklahoma)

Northcote Services LLC*

100%

USA

Administrative Company

NCLA Operating LLC*

100%

USA

Shoats Creek related activity

Northcote Louisiana Operat LLC*

100%

USA

Shoats Creek related activity

Northcote Louisiana, LLC *

100%

USA

Shoats Creek related activity

Northcote Oklahoma LLC*

100%

USA

Holds Horizon and other interests

Oklahoma Energy LLC*

100%

USA

Holds Libby/Tinker interests

Northcote Minerals LLC*

100%

USA

Holds Royalty interest & WI Zink Ranch

Northcote Cleveland LLC*

100%

USA

Holds Zink Ranch interest

NAP USA Inc

100%

USA

Oil & Gas trading company

Northcote Osage LLC*

100%

USA

Oklahoma operating company

Northcote Energy Develop LLC*

100%

USA

Partnership management company

Northcote Texas LLC*

100%

USA

Dormant

Northcote Holdings LLC *

100%

USA

Dormant

Northcote Operating, LLC

100%

USA

Dormant

Northcote Gas Marketing LLC *

100%

USA

Dormant

Northcote Drilling Partners LP **

100%

USA

Dormant

Northcote Drilling Venture LLC *

100%

USA

Dormant

NCTX Operating LLC *

100%

USA

Dormant

Stillwater Operating LLC *

100%

USA

Dormant

 

Northcote Mexico, LLC *

100%

USA

USA HoCo Mexican Interests

Northcote Energy Mexico S de RL de CV

100%

Mexico

Mexican HoCo of Mexican Interests

Mayan Drilling Fluids, S.A.P.I.  de C.V.

51%

Mexico

JV for Mexico remediation project

 

 

 

 

Springer Energy Partners LP **

53%

USA

Limited partnership.  South Weslaco

Springer Energy Develop LLC *

33%

USA

General Partner of Springer Energy Partners, LP

*An LLC is not a corporation, but is a legal form of company that affords limited liability to Northcote, its owner and general manager. 

**An LP is not a corporation, but is a legal form of partnership that affords the partners limited liability and is managed by a general manager. 

Except for entities connected with the Groups Shoats Creek and Oklahoma assets, the majority of the US Companies are dormant and it is the Groups intention is to move to liquidate them or strike them off in the near term.  

2.3.                Going Concern

The financial statements have been prepared assuming the Group will continue as a Going Concern.  This assessment has been made on the Group's economic prospects in its financial forecasts.  In assessing whether the going concern assumption is appropriate the Directors have taken into account all available information for the foreseeable future; in particular for the 12 months from the date of approval of the financial statements.  This includes:

·      future cash flows based on management prepared forecasts;

·      consideration of projected success of new drilling opportunities;

·      opportunities arising as a result of recently announced site additions; and

·      the ability to raise funds on the market.

The Directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future and, therefore, can continue to adopt the going concern basis of preparation in these financial statements. 

It should be noted, however, that the auditors have drawn attention to going concern within their audit report by way of an emphasis of matter.  The Group has net current liabilities as at 31 December 2016 of US$ 2,476,000 (2015: US$ 2,015,000).  It should be also noted - see Note 22- that since 31 December 2016 Mayan has reduced its net current liability position by more than US$ 1,400,000 being approximately US$750,000 as a result of cash settlements at a discount, settlement in equity and as part of a broader asset realisation deals, and US$ 457,000 in respect of historic decommissioning provisions released as a result of non-core asset sales, which assets were as at 31 December 2016 being carried at less than US$ 169,000.

2.4.                Operating segments

Operating segments are reported in a manner consistent with internal reporting provided to the Chief Operating Decision Maker ("CODM").  The CODM is responsible for allocating resources and assessing performance of the operating segments, whilst it is the Directors of the Group that make the strategic decisions and have been designed as the CODM.

2.5.                Financial assets

The Group has classified all of its financial assets as loans and receivables.  The classification depends on the purpose for which the financial assets were acquired.  Management determines the classification of its financial assets at initial recognition. 

Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market.  They are included in current assets.  The Group's loans and receivables comprise trade and other receivables and cash and cash equivalents in the Statement of Financial Position.  Loans and receivables are initially recognised at fair value plus transaction costs and are subsequently carried at amortised cost using the effective interest method, less provision for impairment. 

The Group assesses at the end of each reporting period whether there is objective evidence that a financial asset, or a group of financial assets, is impaired.  A financial asset, or a group of financial assets, is impaired, and impairment losses are incurred, only if there is objective evidence of impairment as a result of one or more events that occurred after the initial recognition of the asset (a "loss event"), and that loss event (or events) has an impact on the estimated future cash flows of the financial asset, or group of financial assets, that can be reliably estimated. 

The criteria that the Group uses to determine that there is objective evidence of an impairment loss include:

·      significant financial difficulty of the issuer or obligor; and

·      a breach of contract, such as a default or delinquency in interest or principal repayments. 

The amount of the loss is measured as the difference between the asset's carrying amount and the present value of estimated future cash flows (excluding future credit losses that have not been incurred), discounted at the financial asset's original effective interest rate.  The asset's carrying amount is reduced, and the loss is recognised in the Statement of Comprehensive Income. 

If, in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment was recognised (such as an improvement in the debtor's credit rating), the reversal of the previously recognised impairment loss is recognised in the Statement of Comprehensive Income. 

2.6.                Borrowings

Borrowings are initially measured at fair value, net of transaction costs and are subsequently measured at amortised cost using the effective interest method, with interest expense recognised on an effective yield basis.  The effective interest method is a method of calculating the amortised cost of a financial liability and of allocating interest expense over the relevant period. 

The effective interest rate is the rate that exactly discounts estimated future cash payments through the expected life of the financial liability, or, where appropriate, a shorter period. 

2.7.                Cash and cash equivalents

Cash and cash equivalents comprise cash in hand and current balances with banks and similar institutions, which are readily convertible to known amounts of cash.  Cash equivalents are highly liquid amounts that are readily convertible to a known amount of cash. 

2.8.                Trade and other payables

Trade and other payables are obligations to pay for goods or services that have been acquired in the ordinary course of business.  Accounts payable are classified as current liabilities if payment is due within one year or less (or in the normal operating cycle of the business if longer).  If not, they are presented as non-current liabilities.  Trade payables are recognised initially at fair value, and subsequently measured at amortised cost using the effective interest method. 

2.9.                Equity

Equity comprises the following:

·      "Share premium" represents the premium paid on Ordinary Shares issued of no par value

·      "Foreign currency translation reserve" includes movements that relate to the retranslation of the subsidiaries whose functional currencies are not the US Dollar. 

·      "Reverse acquisition reserve" -the reserve is created in respect of the reverse acquisition difference between the equity structure of the legal parent and the acquired entity. 

·      "Retained earnings" represents retained profits or losses. 

2.10.              Related Parties

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

2.11.              Foreign Currency Translation

Functional and presentational currency

Items included in the financial statements are measured using the currency of the primary economic environment in which the entity operates ("the functional currency").  The Financial Statements are presented in US Dollars (US$).  The parent company's functional currency is Pounds Sterling (£) and the subsidiary entities functional currency is US Dollars (US$)

On consolidation of entities with a non US Dollar presentational currency, their statements of financial position are translated into US Dollar at the closing rate and income and expenses at the average monthly rate.  Share capital is translated into the presentational currency of the Group (US$) using the exchange rate prevailing at the dates of the transactions. 

All resulting exchange differences arising in the period are recognised in other comprehensive income, and cumulatively in the Group's translation reserve.  Such translation differences are reclassified to profit or loss in the period in which any such foreign operation is disposed of. 

Transactions and balances

Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions.  Foreign exchange gains and losses resulting from the settlement of such transactions, and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies, are recognised in the Consolidated Statement of Comprehensive Income. 

2.12.              Share based payments

The Group issues equity-settled share-based payments to certain employees.  Equity-settled share-based payments are measured at fair value at the date of grant.  The equity-settled share-based payments are expensed to the consolidated statement of comprehensive income. 

Where equity instruments are granted to persons other than employees, the consolidated statement of comprehensive income is charged with the fair value of goods and services received on a straight line basis over the vesting period based on the Group's estimate of shares that will eventually vest, except where it is in respect to costs associated with the issue of securities, in which case it is charged to the share premium account. 

2.13.      Revenue recognition

Revenue is measured at the fair value of the consideration received or receivable and represents amounts receivable for goods supplied, stated net of discounts, returns and value added taxes.  The Group recognises revenue when the amount of revenue can be reliably measured and when it is probable that future economic benefit will flow to the entity.  The Group bases its estimate of return on historical results, taking into consideration the type of customer, the type of transaction and the specifics of each arrangement. 

Revenue represents the sale value of the Group's share of oil and the income from technical services to third parties if any.  Revenues are recognised when crude oil has been lifted and title passed to the buyer or when services are rendered. 

2.14.              Inventories

Inventories comprise produced oil and gas or certain materials and equipment that are acquired for future use.  Oil and gas is valued at the lower of average production cost and net realisable value; the materials and equipment inventory is valued at the lower of cost and net realisable value.  Cost comprises direct materials and, where applicable, direct labour costs plus attributable overheads based on a normal level of activity and other costs associated in bringing the inventories to their present location and condition.  Cost is calculated using the weighted average method.  Net realisable value represents the estimated selling price less all estimated costs of completion and costs to be incurred in marketing, selling and distribution and any provisions for obsolescence.

2.15.              Taxation

Income tax expense represents the sum of the current tax payable and deferred tax.  The current tax payable is based on taxable profit for the year.  Taxable profit differs from net profit as reported in the consolidated statement of comprehensive income because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible.  The Group's liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting date. 

Tax is charged or credited in the consolidated statement of comprehensive income, except when it relates to items charged or credited directly to equity or in other comprehensive income, in which case the tax is also dealt with in equity or other comprehensive income respectively.  Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amount of assets and liabilities in the financial statements and the corresponding tax base used in the computation of taxable profit.  Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised.  Such assets and liabilities are not recognised if the temporary difference arises from goodwill or from the initial recognition (other than in a business combination) of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit. 

Deferred tax liabilities are recognised for taxable temporary differences arising on investments in subsidiaries, and interests in joint ventures, except where the Group is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future. 

Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset realised based on tax rates and laws substantively enacted by the reporting date.  Deferred tax assets and liabilities are offset when there exists a legal and enforceable right to offset and they relate to income taxes levied by the same taxation authority and the Group intends to settle its current tax assets and liabilities on a net basis. 

2.16.      Business combinations

Except as described below, the acquisition of subsidiaries is accounted for using the acquisition method.  The cost of the acquisition is measured at the aggregate of the fair values, at the date of exchange, of assets given, liabilities incurred or assumed and equity instruments issued by the Group in exchange for control of the acquiree.  The acquiree's identifiable assets, liabilities and contingent liabilities that meet the criteria for recognition under IFRS 3 (Revised) are recognised at their fair value at the acquisition date.  Acquisition costs are expensed. 

Mayan Energy Limited (formerly Northcote Energy Limited) was incorporated as an investment vehicle focussed on the completion of a natural resources acquisition. 

On 14 January 2014 the Company acquired 100% of the issued share capital of Northcote Energy Limited, Cayman Islands ("Northcote CI"), a US focussed on-shore oil and gas Group, for a consideration of US$ 10.4 million to be satisfied by the issue of 645,084,519 new Shares to the Sellers. The Directors identified and completed the acquisition of Northcote CI in line with this strategy and to further the business interests of the Group. 

In accordance with IFRS 3 (Revised) the acquisition represented a reverse acquisition.  As a reverse acquisition, the acquisition date fair value of the consideration transferred by Northcote Energy Limited was based on the number of equity instruments that Northcote CI would have had to issue to the owners of Northcote Energy Limited to give the owners of Northcote Energy Limited the same percentage of equity interests that result from the reverse acquisition. 

The cost of the combination was calculated using the fair value of all the pre-acquisition issued equity instruments of Northcote Energy Limited at the date of acquisition.  The fair value of the share consideration was based on the latest share transaction of Northcote Energy CI from October 2012 of £0.17 immediately prior to the acquisition.  Goodwill of US$ 1,273,000 was expensed immediately on acquisition and all the acquisition related costs were also expensed in accordance with IFRS 3 (Revised).

Note Northcote Energy Limited is now Mayan Energy Limited but for the purposes of this note its former name has been used, as at the time of the transaction, that was the Company's name.

2.17.      Intangible assets - evaluation and exploration assets ("E&E")

The Group accounts for E&E activity in accordance with the provisions of IFRS 6.  The Group will continue to monitor the application of its policy with respect to any future guidance on accounting for oil activities which may be issued. 

Capitalisation of E&E Assets

During the Pre-licensing Phase all costs (other than payments to acquire the legal right to explore, evaluate or appraise an area, which are expensed) are charged directly to the consolidated statement of comprehensive income. 

During the Evaluation and Exploration Phases, all costs incurred including Geological & Geophysical ("G&G") costs, other direct costs of exploration and appraisal are accumulated and capitalised as intangible E&E assets in accordance with the principles of full cost accounting. 

At the completion of the Exploration Phase, if technical feasibility is demonstrated and commercial reserves are discovered then, following the decision to continue into the development phase, the carrying value of the relevant E&E asset will be reclassified as a Development and Production ("D&P") asset, but only after the carrying value of the asset has been assessed for impairment in accordance with the Impairment of E&E Assets policy.  E&E costs are not amortised prior to reclassification to the D&P Phase. 

Impairment of E&E Assets

An impairment review of E&E assets is performed upon reclassification of an asset or project from the E&E phase to the D&P phase, or at any time indicators or circumstances exist which suggest the E&E asset may be impaired such as:

·      the licence to explore a particular area has expired or will expire soon and will not be renewed; or

·      further exploration or evaluation work in a particular area is not budgeted or planned; or

·      Evaluation and Exploration work has concluded that commercially viable amounts of oil are not available in a particular area and the Group has decided to discontinue Evaluation and Exploration in that area; or

·      data shows that, although development of an area will continue, the carrying amount of the E&E asset is unlikely to be recovered in full from successful development, indicating the possibility that the carrying value of an E&E asset may exceed its recoverable amount;

E&E impairment tests are performed by comparing the carrying value of the costs against the estimated recoverable value of the reserves (proved plus probable) related to these assets.  Any resulting impairment loss is charged to the consolidated statement of comprehensive income.  The recoverable value is determined as the higher of a) its fair market value less costs of disposal or b) the sum of related cash flows, on a net present value basis. 

E&E impairment tests are carried out by adding the value of the E&E assets being evaluated to the D&P assets at a ratio of sales/ geographical area to determine the relevant Cash Generating Unit ("CGU").  CGUs are identified in accordance with IAS 36 'Impairment of Assets', on the basis that cash flows are largely independent of other significant assets groups; CGUs are normally, but not always, single development or production areas. 

The combined carrying value of the E&E and D&P assets in a CGU is compared against the estimated recoverable value, and any resulting impairment loss is charged to the consolidated statement of comprehensive income. 

2.18.              Property, plant and equipment - ("D&P Assets")

Capitalisation

D&P Assets are accumulated into single field cost centres and represent the cost of developing the commercial reserves and bringing them into production together with the E&E expenditures incurred in finding commercial reserves previously transferred from E&E assets as outlined in the policy above.  From time to time different scenarios occur that call for specific policy guidance. 

The following specific policies are applied by the Group:

·      CGUs - The Group has defined its CGUs as assets or groups of assets representing the smallest identifiable segments generating cash flows that are largely independent of cash flows from other assets or groups of assets.  As defined, each CGU includes the relevant properties, wells, facilities, pipelines and other key components of the included operations. 

·      Dry Hole Costs - Dry hole costs are included in the capitalised costs of the field and would therefore be included in any impairment tests conducted, as described below. 

·      Water Injection/Disposal Wells - The Group may convert an existing well into a water injection or disposal well.  At the time of conversion, all costs associated with the asset are transferred to facility costs.  Any capitalisable costs incurred thereafter will be included as facility costs. 

·      Allocated Costs - Costs such as G&G, Seismic, Capitalised General and Administrative costs, financing costs, etc. which may cover multiple countries, business segments, CGUs or other assets will be allocated to the appropriate CGUs during the period in which the costs were incurred. 

Depreciation, Depletion and Amortisation ("DDA")

Asset costs relating to each CGU, which include the components of properties, wells, facilities, pipelines and other, are depreciated, depleted or amortised on a unit of production method based on the commercial proven and probable reserves for that CGU. 

Development and Production assets are depreciated over the relevant net production within the corresponding CGU.  As noted above, asset costs associated with E&E projects, even though the assets may or may not have reserves associated with them, and are within a CGU with active producing operations, are not amortised until such costs are analysed for impairment and then transferred to D&P phase. 

The DDA calculation takes into account the estimated future costs of development for recognised proven and probable reserves for each field based on current price levels and escalated annually based on projected cost inflation rates.  Changes in reserve quantities and cost estimates are recognised prospectively from the last reporting date. 

Impairment of D&P Assets

A review is performed for any indication that the value of the Group's D&P assets may be impaired such as:

·      significant changes with an adverse effect in the market or economic conditions; or

·      obsolescence or physical damage of an asset; an asset becoming idle or plans to dispose of the asset before the previously expected date; or

·      evidence is available from internal reporting that indicates that the economic performance of an asset is or will be worse than expected. 

For D&P assets when there are such indications, an impairment test is carried out at a CGU level. 

When an impairment is identified, the depletion is charged through the statement of comprehensive income if the net book value of capitalised costs relating to the cash generating unit exceeds the associated estimated future discounted cash flows of the related commercial oil reserves. 

The Group accounts for D&P assets in accordance with the provisions of IAS 16 following the full cost accounting principles.  The Group will continue to monitor the application of its policy with respect to any future guidance on accounting for oil and gas activities which may be issued. 

Workovers/overhauls and maintenance

From time to time a workover or overhaul or maintenance of existing D&P assets is required, which normally fall into one of two distinct categories.  The type of workover dictates the accounting treatment and recognition of the related costs:

Capitalisable costs

Costs will be capitalised where the performance of an asset is improved, where an asset being overhauled is being changed from its initial use, the assets useful life is being extended, or the asset is being modified to assist the production of new reserves.  The asset will then be subject to depreciation. 

·      If the workover is being performed on an asset which has been the subject of a previous workover, the net book value of costs previously capitalised will be derecognised and charged to cost of sales at the same time as the subsequent capitalisable workover expenditures are being recognised as part of the asset's revised carrying value. 

·      If the workover replaces parts, equipment or components of an asset or group of assets, and these replacement items qualify for capitalisation, then the original cost of those parts or equipment, including related installation and set up costs that were capitalised as part of the original asset, will be derecognised and charged to cost of sales in the consolidated statement of comprehensive income.  In the event that the original cost of parts, equipment or components being replaced are not reasonably identifiable, the cost of the new items, adjusted for inflation, may be deemed adequate for consideration as the original cost. 

Non-capitalisable costs

Expense type workover costs are costs incurred such as maintenance type expenditures, which would be considered day-to-day servicing of the asset.  These types of expenditures are recognised within cost of sales in the consolidated statement of comprehensive income as incurred.  Expense workovers generally include work that is maintenance in nature and generally will not increase production capability through accessing new reserves, producing from a new zone or significantly extend the life or change the nature of the well from its original production profile.

Decommissioning

Provision is made for the cost of decommissioning assets at the time when the obligation to decommission arises.  Such provision represents the estimated discounted liability (the discount rate used currently being at 10%, (2015: 10%) for costs which are expected to be incurred in removing production facilities and site restoration at the end of the producing life of each field. 

A corresponding item of property, plant and equipment is also created at an amount equal to the provision.  This is subsequently depreciated as part of the capital costs of the production facilities.  Any change in the present value of the estimated expenditure attributable to changes in the estimates of the cash flow or the current estimate of the discount rate used are reflected as an adjustment to the provision and property, plant and equipment.  The unwinding of the discount is recognised as a finance cost. 

2.19.              Compound Financial Instruments ("CFI")

CFI's issued by the Group comprise convertible notes that can be converted to share capital at the option of the holder, and the number of shares to be issued does not vary with changes in their fair value.  If the number does vary with changes in their fair value then the instrument is treated as a liability. 

The liability component of a CFI is recognised initially at the fair value of a similar liability that does have an equity conversion option.  The equity component is recognised initially at the difference between the fair value of the compound instrument as a whole and the fair value of the liability component.  Any directly attributable transaction costs are allocated to the liability and equity components in proportion to their initial carrying amounts. 

Subsequent to initial recognition, the liability component of a CFI is measured at amortised cost using the effective interest method.  The equity component of a CFI is not re-measured subsequent to initial recognition except on conversion or expiry. 

Borrowings are classified as current liabilities unless the group has an unconditional right to defer settlement of the liability for at least 12 months after the end of the reporting period. 

2.20.              Critical Accounting Estimates and Judgements

Use of Estimates and Judgements

The Group makes estimates and assumptions concerning the future.  The resulting accounting estimates will, by definition, seldom equal the related actual results.  The estimates and assumptions that have a risk of causing material adjustment to the carrying amounts of assets and liabilities within the next financial year involves judgement as to the:

·      likely commerciality of the asset;

·      proven, probable and possible ('P') reserves which are estimated using standard recognised evaluation techniques;

·      future revenues and estimated development costs pertaining to the asset;

·      discount rate to be applied for the purposes of deriving a recoverable value; and

·      value ascribed to contingent resources associated with the asset.

A)   Carrying value of Property, Plant and Equipment

At 31 December 2016, mineral leases and capitalised daily costs and equipment on producing properties have a total carrying value of US$ 2,555,000 (2015: US$ 6,026,000). Management tests annually whether the assets have future economic value in accordance with the accounting policies. These asset are also subject to an annual impairment review.

The recoverable amount of each property has been determined based on a value in the calculation which requires the use of certain estimates and assumption such as long term commodity prices (i.e. oil and gas prices), discount rate, operating costs, future capital requirements and resource estimates. These estimates and assumptions are subject to risk and uncertainty. Therefore a possibility that changes in circumnutates with impact the recoverable amount. 

B)    Depreciation of oil and gas assets (Note 10)

Oil and gas assets held in property, plant and equipment are mainly depreciated on a unit of production basis at a rate calculated by reference to proven plus probable reserves and incorporating the estimated future cost of developing and extracting those reserves.  Future development costs are estimated using assumptions as to the numbers of wells required to produce those reserves, the cost of the wells, future production facilities and operating costs; together with assumptions on oil and gas realisations. 

C)    Decommissioning (Note 16)

The Group has decommissioning obligations in respect of its interests.  The full extent to which the provision is required depends on the legal requirements at the time of decommissioning, the costs and timing of any decommissioning works and the discount rate applied to such costs. 

The decommissioning provision is updated each year to reflect management's best estimates based on the current economic environment of the key assumptions used.  Actual decommissioning costs will ultimately depend upon future market prices for the necessary decommissioning works required, which will reflect market conditions at the relevant time.  Furthermore, the timing of decommissioning is likely to depend on when the fields cease to produce at economically viable rates.  This in turn will depend upon future oil and gas prices, which are inherently uncertain. 

D)   Share based payments (Note 14)

The Group has made awards of options and warrants over its unissued capital.  The valuation of these options and warrants involves making a number of estimates relating to price volatility, future dividend yields, expected life and forfeiture rates. 

3.   Finance income and Finance costs

 

2016

2015

 

Finance income

US$ 000's

US$ 000's

 

Foreign exchange gain on cash and cash equivalents

-

16

 

Income on cash and cash equivalents

2

  4

 

 

  2

20

 

 

2016

2015

Finance costs

US$ 000's

US$ 000's

Bank charges and finance expense on borrowings

44

 341

Foreign exchange loss on cash and cash equivalents

93

 -

Unwinding of discount on decommissioning provision

 -

87

 

 137

 428

           

4.   Segmental analysis

In the opinion of the Directors, the operations of the Group comprise one single operating segment comprising production, development and sale of hydrocarbons and related activities. 

While the Group has some head office operations outside of the USA, materially and per IFRS 8 threshold requirements, it operates in one geographic area, the USA. The USA is therefore the Group's one reportable segment and the Directors consider that the financial statements presented substantially reflect all the activities of this single operating segment.  Given that almost all of the Group's revenue is generated on non-operated properties, no detailed customer analysis has been provided, as production is sold by the operators of its properties to customers of the operators' choosing.   

5.   Earnings per Share

Basic earnings per Share is calculated by dividing the loss attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the period. 

 

2016

2015

Earnings per share

US$ 000's

US$ 000's

Loss attributable to owners of the Group

(7,147)

(6,188)

 

 

 

Weighted average number of ordinary shares in issue

11,784,429,398

5,015,981,767

 

 

 

Earnings per share (cents)

(0.06)

(0.12)

In accordance with International Accounting Standard 33 'Earnings per share', no diluted earnings per share is presented as the Group is loss making.   

6.   Expenses by nature

The Group's operating loss is stated after charging:

 

2016

2015

Expenses by nature

US$ 000's

US$ 000's

Auditors' remuneration -audit services

30

30

Professional and consulting fees

330

1,334

Travel and accommodation

81

109

Impairment

4,721

1,359

Rent and office costs

150

291

Staff costs (including share-based payments)

714

1,602

Loss on fair value through profit and loss investments

17

29

Joint Brokers & Nomad

106

106

Legal fees

175

389

Other expenses

174

411

Total

6,498

5,660

During the year the Group sold investments purchased for resale, resulting in a net loss of US$ 17,000 (31 December 2015 US$29,000).  As these losses are considered immaterial no further information is disclosed. 

7.   Staff Costs (including Directors)

The Group employed 9 including, 4 directors (2015: 12 and 5). 

 

2016

2015

Staff costs (including Directors)

US$ 000's

US$ 000's

Directors remuneration

237

  715

Other benefits

-

 15

Share based payments

200

 78

Staff costs

277

  774

Staff benefits

-

 20

 

714

1,602

 

 

 

 

Key management of the Group are considered to be the Directors and the remuneration of those in office during the year was as follows:

Key management remuneration

Short term employee benefits

Other long term benefits

Directors other benefits

Total

Total

2016

2015

 

US$ 000's

US$ 000's

US$ 000's

US$ 000's

US$ 000's

Ross Warner

 75

 29

-

  104

 125

Randy Connally

62

-

-

62

 283

Eddie Gonzalez

 60

  77

-

137

 -

Kevin Green

17

-

-

17

72

JD Mc Graw

 24

 14

-

38

 -

Daniel Jorgensen

-

-

-

-

 234

Charlie Wood

 78

 29

-

  107

94

Total Key Management

  316

  149

-

  465

808

8.   Financial Risk Management

The Group's activities expose it to a variety of financial risks: market risk, credit risk and liquidity risk.  The Group's overall risk management programme seeks to minimise potential adverse effects on the Group's financial performance.  Risk management is carried out by the Board. 

(a)  Market Risk

Foreign exchange risk

The Group operates principally in the US, but is exposed to foreign exchange risk arising from currency exposures, primarily with respect to the British Pound.  Foreign exchange risk arises from future commercial transactions and recognised assets and liabilities. 

As at 31 December 2016 the exposure to this risk is not considered material to the Group's operations and thus the Directors consider that, for the time being, no hedging or other arrangements are necessary to mitigate this risk and as a result of this not being considered material no disclosure has been made in this respect. 

Oil price risk

While the return on the Group's operations and investments is US$ denominated, changes in Oil and Gas prices impact on the viability of its operations and also the ease with which the Group can raise capital. 

(b)  Credit Risk

The Group has policies in place to ensure that sales of products are made to customers with appropriate credit worthiness.  The Group limits credit risk by assessing creditworthiness of potential counterparties before entering into transactions with them and continuing to evaluate their credit-worthiness after transactions have been initiated. 

Where appropriate, the use of prepayment for product sales limits the exposure to credit risk.  There is no difference between the carrying amount of trade and other receivables and the maximum credit risk exposure. 

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

 Liquidity Risk

Management of liquidity risk is achieved by monitoring budgets and forecasts against actual cash flows. Where the group entered into borrowings during the year, management monitored the repayment and servicing of these arrangements against the contractual terms and reviewed cash flows to ensure that sufficient cash reserves were maintained. 

(c)   Capital Risk Management

The Directors determine the appropriate capital structure of the Group, specifically, how much is raised from shareholders (equity) and how much is borrowed from financial institutions (debt), in order to finance the Group's business strategy. 

The Group's policy as to the level of equity capital and reserves is to ensure that it maintains a strong financial position and gearing ratio which provides financial flexibility to continue as a going concern and to maximise shareholder value.  The capital structure of the Group consists of shareholders' equity together with net debt (where relevant).  The Group's funding requirements are met through a combination of debt, equity and operational cash flow. 

9.   Taxation

Taxation

2016

2015

US$ 000's

US$ 000's

Current income tax charge

-

-

Deferred tax charge/ (credit)

-

-

Total taxation charge/ (credit)

-

-

Taxation reconciliation

The charge for the year can be reconciled to the loss per the consolidated statement of comprehensive income:

 

2016

2015

Tax Reconciliation

US$ 000's

US$ 000's

Loss before income tax

(7,147)

(6,188)

 

 

 

Tax on loss at the weighted average Corporate tax rate of 26.5% (2015: 26.9%)

(1,894)

(1,665)

Effects of:

 

 

Tax losses carried forward

1,893

1,665

Non-taxable income/Non-deductible expenses for tax purposes

1

-

Total income tax expense

-

-

 

 

2016

2015

Unprovided deferred tax asset:

US$ 000's

US$ 000's

Group tax losses carried forward amount to US$ 16.4 M (2015: US$ 17.4 M) as determined by cumulative losses multiplied by the US standard rate of corporation tax 30% (2015: 30%). Such tax losses will be recoverable only when it is probable that taxable profits will be available.

7,116

5,222

The deferred tax asset has not been provided for because of uncertainty over the timing of future taxable profits against which the losses may be offset.

10.             Property, plant & equipment

Property, plant and equipment

Other Tangible Assets

Assets under construction

Development and production assets

Total

 

US$ 000's

US$ 000's

US$ 000's

US$ 000's

Cost

 

 

 

 

At 1 Jan 2015

189

-

  8,435

  8,624

Additions

-

566

  1,944

  2,510

Acquired through business combination

-

-

  2,834

  2,834

Disposal

(178)

-

(70)

(248)

At 31 December 2015

11

566

13,143

13,720

Additions

-

389

  1,014

  1,403

Disposal

-

-

(720)

(720)

At 31 December 2016

11

955

13,437

14,403

 

 

 

 

 

Depreciation and impairment charge

 

 

 

 

At Jan 2015

(39)

-

(5,762)

(5,801)

Impairment

-

-

(1,361)

(1,361)

Disposal

  37

-

6

  43

Charge for the year

-

-

-

-

At 31 December 2015

 (2)

-

(7,117)

(7,119)

Impairment

 

(955)

(3,766)

(4,721)

Charge for the year

-

-

-

-

At 31 December 2016

 (2)

(955)

(11,840)

 

 

 

 

 

Net book value

 

 

 

 

At 31 December 2016

9

-

  2,555

  2,564

At 31 December 2015

9

566

  6,026

  6,601

                 

 

Property, plant and equipment:-
Analysis of NBV by project

Other Tangible Assets

Assets under construction

Development and production assets

Total

 

US$ 000's

US$ 000's

US$ 000's

US$ 000's

Shoats Creek

-

-

  1,800

  1,800

Zink Ranch

-

-

500

500

South Weslaco

-

-

  95

  95

Horizon Project (including Mathis)

-

-

169

169

At 31 December 2016

-

-

2,564

2,564

Impairment

At year end Management review each exploration project for any indication of impairment.  Indications would include sustained changes in the oil and gas price outlook, written off wells, changes in management's development plan and the relinquishment of development acreage.  The principle influences on management's decision to impair the properties are described below:

Oil price

Compared to pre 2014 values, present prices continued to be under pressure.  At the same time however, there has been a marked stabilisation in market prices in the US$ 45-50 bopd range.  The Group acquired the majority of its properties based on valuations when oil prices were consistently in excess of US$ 100/bbl., which with the benefit of hindsight were then at historic market peaks. 

Development plan

The value of any proven Oil & Gas asset is a function of both its current production but also in the extraction of proven but as yet unproduced reserves. 

During 2016 the Group's investment in Shoats Creek, Beauregard Parish, ("Shoats") acquired in 2014 has been the major focus of the Group's development plans in the USA.  During 2016 the Group invested significant resources into the development of Shoats including the:

·      decommissioning and remediation of 4 wells,

·      conversion of a decommissioned well into a Salt Water disposal well (LM 15)

·      installation of a Gas Pipe line,

·      completion of the LM 20 new well (started in 2015) combined with subsequent attempts to remediate that well-which remain on going, plus

·      re-entries into RC1, RC2, LM 14, and LM 19 and most recently

·      commencing the exploration of the LM 13 shallow well, which on the basis of log work appears to have significant potential. 

The Group's properties in Oklahoma ( the Zinc, Horizon and OKE projects) have significant oil in place estimates but the fall in the oil prices in 2013/14 has been sustained, such that without restructuring the Group's ability to profitably extract those reserves has been severely restricted.  With lower oil prices forecast to continue, during the year the Group investigated options to restructure the restrictions which hold these wells back, which post year end, has led to the successful disposal of the Libby Tinker fields, and the disposal of the Groups Horizon interests in exchange for outstanding interests in Zinc. 

Capital constraint

The Group only has a finite amount of capital available, management therefore prioritised capital allocation to Shoats Creek as it offered the prospect of more attractive returns than investing in attempting to put proven reserves elsewhere into production.  The impairment provision in the year was charged against the following properties:

Impairment provision by properties:

2016

2015

Project

Rationale

US$ 000's

US$ 000's

Shoats Creek

2016 work largely abortive. Frio has prospects:  shallow well now being explored. Cockfield and Wilcox not presently attractive.  Difficult field-floods and access-impact on cost to operate.

 3,179

-

Horizon

Low oil prices continue to impact ability to develop.  Swapped for remaining interests in Zinc in 2017

331

730

Zink

New approach being considered.  Remaining outstanding interests acquired in 2017.

-

397

South Weslaco

Operating, but impacted by low oil prices

255

-

Other

Mexico-Delivery failure by Joint Venture partner. Now in dispute

955

232

Total impairment charge for the year

 4,721

1,359

11.             Inventories

 

2016

2015

Inventories

US$ 000's

US$ 000's

Oil Stocks

31

31

Total

31

31

12.             Trade and other receivables

 

2016

2015

Trade and other receivables

US$ 000's

US$ 000's

Trade receivables and accrued income

358

317

Taxes and social security

-

8

Total

358

325

Trade and other receivables are stated at fair values, which as at the year-end equate to their carrying values.  As at the year-end trade and other receivables were not past due, were not impaired and were all denominated in US$. 

13.             Trade and other payables

 

2016

2015

Trade and other payables

US$ 000's

US$ 000's

Trade payables and accruals

2,064

1,799

Taxes and social security

156

207

Total

2,220

2,006

14.             Share based payment

The following is a summary of the share options and warrants outstanding and exercisable as at 31 December 2016 and 31 December 2015 and changes during the period:

Share based payment:-
Summary of Share Options and Warrants

2016

2015

Number of options and warrants

Weighted Average Exercise price

Number of options and warrants

Weighted Average Exercise price

(000's)

Pence

(000's)

Pence

Outstanding and exercisable, beginning of year

713,137

0.44

138,851

1.59

Granted

3,870,904

0.02

586,786

0.16

Exercised

-

-

(12,500)

0.01

Expired

(26,669)

0.97

-

-

Cancelled

(49,000)

0.00

-

-

Outstanding and exercisable, end of year

4,508,372

0.05

713,137

0.44

The above is expressed in GB£ pence and not US$ cents due to the terms of the options and warrants.

The following share options or warrants were outstanding in respect of the ordinary shares:

Grant Date

Expiry Date

Ex Price

01-Jan-15

Expired

Exercised

Granted

31-Dec-15

Expired

Exercised

Granted

Cancelled

31-Dec-16

 

 

Pence

(000's)

(000's)

(000's)

(000's)

(000's)

(000's)

(000's)

(000's)

(000's)

(000's)

 

 

 

 

 

 

 

 

 

 

 

 

 

14/01/2013

14/01/2016

0.01

     15,669

          -  

             -  

              -  

     15,669

(15,669)

             -  

                 -  

             -  

                 -  

22/03/2013

22/03/2016

0.015

       6,000

          -  

             -  

              -  

        6,000

(6,000)

             -  

                 -  

             -  

                 -  

03/04/2013

03/04/2018

0.0275

     14,000

          -  

             -  

              -  

     14,000

           -  

             -  

                 -  

(14,000)

                 -  

03/04/2013

03/04/2018

0.022885

     17,500

          -  

             -  

              -  

     17,500

           -  

             -  

                 -  

(17,500)

                 -  

03/04/2013

03/04/2018

0.023587

     17,500

          -  

             -  

              -  

     17,500

           -  

             -  

                 -  

(17,500)

                 -  

26/02/2014

26/02/2017

0.011

     54,545

          -  

             -  

              -  

     54,545

           -  

             -  

                 -  

             -  

        54,545

11/07/2014

11/07/2017

0.011

     13,636

          -  

             -  

              -  

     13,636

           -  

             -  

                 -  

             -  

        13,636

27/01/2015

27/01/2016

0.002

              -  

          -  

             -  

       2,500

        2,500

(2,500)

             -  

                 -  

             -  

                 -  

27/01/2015

27/01/2016

0.0025

              -  

          -  

             -  

       2,500

        2,500

(2,500)

             -  

                 -  

             -  

                 -  

12/02/2015

12/02/2018

0.0009

              -  

          -  

             -  

    62,981

     62,981

           -  

             -  

                 -  

             -  

        62,981

20/04/2015

20/04/2020

0.001

              -  

          -  

(12,500)

    12,500

 

           -  

             -  

                 -  

             -  

                 -  

20/04/2015

20/04/2020

0.00225

              -  

          -  

             -  

    89,639

     89,639

           -  

             -  

                 -  

             -  

        89,639

27/11/2015

27/11/2018

0.0015

              -  

          -  

             -  

  416,667

   416,667

           -  

             -  

                 -  

             -  

     416,667

20/04/2016

21/04/2018

0.000315

              -  

          -  

             -  

              -  

               -  

           -  

             -  

     158,730

             -  

     158,730

01/09/2016

02/09/2019

0.00015

              -  

          -  

             -  

              -  

               -  

           -  

             -  

     444,444

             -  

     444,444

01/09/2016

01/09/2021

0.00015

              -  

          -  

             -  

              -  

               -  

           -  

             -  

  2,060,000

             -  

  2,060,000

28/10/2016

29/10/2018

0.000175

              -  

          -  

             -  

              -  

               -  

           -  

             -  

  1,207,729

             -  

  1,207,729

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

138,851

 

(12,500)

586,786

713,137

(26,669)

 

3,870,904

-49,000

4,508,372

1)    Director options granted 3 April 2013 vests after 31.12.13 on condition that Director employed and that net production greater than 100 boepd. Now cancelled

2)    Director options granted 3 April 2013 vests after 31.12.13 on condition that Director employed and that net production greater than 250 boepd. Now cancelled

3)    Director options granted 3 April 2013 vests after 30.06.14 on condition that Director employed and that net production greater than 400 boepd.  Now cancelled

New options and warrants have been valued using the Black-Scholes valuation method and the assumptions used are detailed below.  The expected future volatility has been determined by reference to the historical volatility:

Current year:

Grant date

Share price at grant
(pence)

Exercise price
(pence)

Volatility
(%)

Warrant/ Option life
(year(s))

Dividend yield
(%)

Risk-free investment rate (%)

Fair value per option
(US cents)

20.4.16

0.050

0.032

177

3

0

1

0.0617

1.9.16

0.016

0.015

177

5

0

1

0.0194

2.9.16

0.017

0.013

177

3

0

1

0.0176

28.10.16

0.019

0.018

177

3

0

1

0.0202

Prior year:

Grant date

Share price at grant
(pence)

Exercise price
(pence)

Volatility
(%)

Option life
(year(s))

Dividend yield
(%)

Risk-free investment rate (%)

Fair value per option
(US cents)

27.01.15

0.145

0.200

100

1

0

1

0.059

27.01.15

0.145

0.250

100

1

0

1

0.047

12.02.15

0.100

0.090

100

3

0

1

0.090

20.04.15

0.260

0.100

100

5

0

1

0.124

20.04.15

0.260

0.225

100

3

0

1

0.026

27.11.15

0.095

0.150

100

3

0

1

0.074

The Group recognised US$ 828,000 (2015: US$ 335,000) relating to equity-settled share based payment transactions during the year, of which:

·      US$ 628,000 (2015: US$ 335,000) was charged to share premium, and

·      US$ 200,000 (2015: US$ Nil) was expensed.

For the share options and warrants outstanding as at 31 December 2016, the weighted average remaining contractual life was 2.65 years (2015: 2.79). 

15.             Share capital

 

Number

Share price

Share Premium

Allotted, called-up and fully paid

 

(pence per share)

US$ 000's

Balance at 1 January 2015

1,317,512,448

-

21,244

 

 

 

 

Jan 15 Darwin conversion

95,219,212

0.160

227

Feb 15 Placing

1,555,725,004

0.090

2,133

Feb 15 Directors and consultants

236,564,367

0.100

324

Feb 15 Darwin conversion

175,000,000

0.090

240

Apr 15 NAP USA consideration

1,266,074,005

0.090

1,695

Apr 15 Directors and consultants

102,042,484

0.090

153

May 15 Placing

1,244,444,444

0.225

4,238

May 15 Warrant exercise

12,500,000

0.100

19

Sept 15 Directors and consultants

77,777,778

0.090

106

Oct 15 Consideration shares

65,681,445

0.150

150

Dec 15 Placing

833,333,333

0.090

1,141

Total issue costs

-

-

(1,038)

 

 

 

 

Balance at 31 December 2015

6,981,874,520

 

30,632

 

 

 

 

Mar 16 Broker/ Consultant

100,505,706

0.058

83

Apr 16 Placing

3,015,873,016

0.032

1,354

Sept 16 Placing

3,666,666,666

0.015

660

Sept 16 Broker/ Consultant

133,333,695

0.015

92

Oct 16 Placing

7,246,376,812

0.017

1,524

Oct 16 Warrants

-

0.018

(266)

Total Issue costs

-

-

(1,220)

 

 

 

 

Balance at 31 December 2016

21,144,630,415

 

33,125

16.             Provisions

Provisions:

Plug & Abandonment

Environmental Provision

Total 2016

Total 2015

 

US$ 000's

US$ 000's

US$ 000's

US$ 000's

Brought forward

1,250

-

1,250

535

Provision for the year

-

 

-

332

Utilised in year

(264)

-

(264)

(60)

Amortisation

87

-

87

87

Acquired in business combination

-

-

-

356

Carried forward

1,073

-

1,073

1,250

 

 

 

 

 

Current

800

-

800

220

Non-Current

273

-

273

1,030

Total

1,073

-

1,073

1,250

The provision in respect of Plug & Abandonment represents the present value of the decommissioning of up to 118 (2015: 124) existing producing and currently shut-in well bores. Decommissioning is due to take place from 2017 to 2027 (2015: 2016 to 2036).  The provisions are made using the Group's internal estimates that Management believes form a reasonable basis for the expected future costs of decommissioning. 

17.             Borrowings

 

Other Loans

Director Loans

Darwin Convertible Loan

Total 2016

Total 2015

 

US$ 000's

US$ 000's

US$ 000's

US$ 000's

US$ 000's

Brought forward

236

-

-

236

1,773

Acquired in business combination

-

-

-

-

361

Interest and amortisation

-

-

-

-

322

Repayments/Conversion

(236)

-

-

(236)

(2,216)

Foreign currency

-

-

-

-

(4)

Carried forward

-

-

-

-

236

Principal terms and the debt repayment schedule of the Group's unsecured loans and borrowings during the year were as follows:

Loan Terms

Currency

Interest rate

Effective Interest rate

Year of Maturity

Other Loans

US$

0%-2% pm

0%-2% pm

On demand

18.             Contingent liabilities

As at the balance sheet date Mayan had a Production Payment Obligation in respect of its acquisition of the Shoats Creek Properties from Aminex USA Inc in November 2014.  At the balance sheet date the total sum that could potentially be payable totalled US$ 3,150,000 determined as Mayan's share at the time of the acquisition of the US$ 4,500,000 deferred consideration agreed. 

Under the terms of the sales and purchase agreement between Aminex and the Buyers, it was agreed that the deferred consideration would be settleable by way of:

a)    A production payment agreement, and

b)    A 50% set aside of the proceeds of any disposition in buyers interest,

As to the production payment with continuing soft oil prices (relative to US$ 100 per barrel) it was renegotiated in September 2015, with the production payment reduced from US$ 10 bopd to the following:

·      Where the price is greater than $65.00, payment to be $10 per BOE

·      Where the price is greater than $45.00 but less than $65.00, payment to be $5 per BOE

·      Where the price is less than $45.00, payment to be $2 per BOE

The production payment is non-recourse and is only payable out of production from the field.  As production is based on variables outside of the Group's control no provision has been booked in respect of future barrels and each production payment will be charged through the income statement as incurred. 

As to the amount payable from the proceeds of dispositions, a provision has been made in these accounts in respect of the sale of working interest to Gulf Coast Western, Inc.  ("GCW") reported on 15 March 2016.  The Group does not believe that it has any exposure to transfers of working interest to Joint Venture parties involved in the original acquisition of Shoats. 

19.             Capital Commitments

There were no capital commitments authorised by the Directors or contracted other than those provided for in these financial statements for at 31 December 2016 (31 December 2015: None). 

20.             Ultimate Controlling party

As at the Consolidated Statement of Financial Position date, the Directors believe that there is no ultimate controlling party. 

21.             Related party transactions

Compensation paid to key management personnel including Directors, Executive Directors and senior management is disclosed in Note 7. 

22.             Events after the reporting date

Capital Raises and Share, Option and Warrant Consolidation

On 30 March 2017 Mayan announced that it has raised £600,000 (before expenses) with institutional and private investors through a Company arranged subscription of 12,000,000,000 new ordinary shares of no par value each at a price of 0.005p per share (the "Subscription Price").  The purpose of the capital raise was to fund ongoing working capital and Shoats development. 

On 20 April 2017 Mayan announced that it had concluded a 400:1 Share Consolidation.  Shares so consolidated retained the same rights as previously.  All existing options and warrants were also consolidated on the same 400-to-1 basis and as part of this exercises the Company's Stock Exchange Daily Official List ("SEDOL") code was changed to G5S26K115 and its ISIN code changed to VGG5S26K1152.  The Company's Tradable Instrument Display Mnemonic ("TIDM") remained unchanged as "MYN".

On 26 June 2017 Mayan announced that it has raised £587,500 (before expenses) with institutional and private investors through a Company arranged subscription of 195,833,333 new ordinary shares of no par value each at a price of 0.3p per share (the "Subscription Price").  The purpose of the capital raise was to finance a £90,000 equity funding in Block Plc and provide a £210,000 Secured Loan to that Company, and to fund ongoing working capital.

Disposal of non-core assets

On 2 February 2017 Mayan it was announced that it had agreed to sell its Libby and Tinker leases, which as a result of an earlier renegotiation of Royalty and Contingent Liability settlement terms had been reinstated as productive fields. These transactions generated nearly USD 150,000 in cash, and in addition significantly reduced existing decommissioning liabilities associated with these leases in the amount of US$315,000.Mayan had a 100% WI and a 75% NRI in these leases. 

On 26 June 2017 Mayan announced that it had completed an agreement with Glenn Supply Company ("Glenn") whereby, exited its interest in its Horizon leases and acquired additional interests in both the Mathis and Zink Ranch leases which give Mayan 100% working interest and full operatorship of each of Mathis and Zink Ranch.  The transaction involved a purchase payment of US$60,000 payable in instalments, and the waiver of amounts outstanding to Glenn, who was the incumbent operator of these properties, as well as the assumption by Glenn of abandonment/decommissioning liabilities for these assets.

Debt Restructuring

On 2 February 2017 as a result of its announcement that it had agreed to sell its Libby and Tinker leases, historic decommissioning provisions in the amount of US$315,000 in respect of the properties will now be released.

On 9 May 2017 the Company announced that it had concluded negotiations with one of its largest creditors settling with them for 21 cents on the dollar, lightening its debt load by close to USD 190,000 as a result. 

On 26 June 2017 as part of its deal with Glenn, liabilities in the amount of US$ 300,000 were waived and Glenn assumed all abandonment/decommissioning liabilities for these assets.  As a result historic decommissioning provisions in the amount of US$142,000 in respect of the properties will now be released.

Overall, since the 31 December 2016 the Mayan has lightened its debt load by approximately US$750,000 as a result of cash settlements at a discount, settlement in equity and as part of a broader asset realisation deals.  At the same time, historic decommissioning provisions of approximately US$ 457,000 will now be released.

Development of Shoats Creek

Starting in March 2017 Mayan announced that it had begun work on a Shallow Well program -the LM 13.   The program was designed to ascertain whether zones detected at 710, 2,600 and 2,900 feet were oil bearing and if so were economic.   Repeated flooding at Shoats has hindered this program, which is expected to be finally concluded in the next few weeks.  

 

Notes:

 

1. This statement has been prepared using accounting policies and presentation consistent with those applied in the preparation of the statutory accounts of the Company.

 

2. The summary accounts set out above do not constitute statutory accounts as defined by Section 428 of the UK Companies Act 2006. The consolidated statement of comprehensive income, the consolidated and company statements of financial position, consolidated and company statement of changes in equity and the consolidated and company statements of cash flows for the year ended 31 December 2016 have been extracted from the Company's 2016 statutory financial statements upon which the auditor's opinion is unqualified. The results for the year ended 31 December 2015 have been extracted from the statutory accounts for that period, which contain an unqualified auditor's report.

 

3. The auditor's opinion is not qualified. The statutory financial statements are presented on the going concern basis.

 


This information is provided by RNS
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