Africa Oil Third Quarter of 2012 Financial and Operating Results
VANCOUVER, BRITISH COLUMBIA -- (Marketwire) -- 11/20/12 -- Africa Oil Corp. (TSX VENTURE: AOI)(OMX: AOI) ("Africa Oil", "the Company" or "AOC") is pleased to announce its financial and operating results for the three and nine months ended September 30, 2012.
-- Following the significant light oil discovery at Ngamia-1 exploration
well in Block 10BB, the Company and its partner Tullow Oil plc
("Tullow") moved the rig 23 kilometers to drill the Twiga South-1
exploration well in Block 13T (Kenya) which is on trend with Ngamia-1.
Twiga South-1 has successfully encountered oil, drilling is ongoing and
an announcement of the well results is expected in late November after
target depth has been achieved and necessary sampling and analysis has
been completed.
-- The Company and its partners have selected Sabisa-1 as the first
drilling location in the South Omo Block (Ethiopia). The Sabisa-1 well
site has been prepared and the rig and associated equipment is in the
process of being mobilized within country to the well site. Sabisa-1 is
expected to spud around the end of 2012. Additionally, work has
commenced on the acquisition of an additional 500 kilometers of 2D
seismic in the eastern portion of the South Omo Block (Chew B'hir Sub-
Basin).
-- The Company and its operating partners on Block 10A (Kenya) spud the
Paipai-1 exploration well in the quarter. The Paipai-1 well is planned
to a total depth of 4,150 meters, and will test a large four-way closed
structure with Cretaceous-age sandstone targets at multiple depths.
Paipai-1 spudded in September 2012 and is scheduled to be completed in
early 2013.
-- In Puntland (Somalia), the Company, through its 44.6% ownership interest
in Horn Petroleum Corporation ("Horn"), completed Shabeel North-1, the
second well of a two well exploration program. Both well sites have been
restored to original condition and demobilization from Puntland has been
completed. While the Company was disappointed that the first two
exploration wells in Puntland did not flow oil, the Company remains
highly encouraged that all of the critical elements exist for oil
accumulations and based on this encouragement, the Company and its
partners have entered into the next exploration period in both the
Dharoor Valley and Nugaal Valley PSC's which carry a commitment to drill
one exploration well in each block by October 2015.
-- The Company completed a farmout transaction with Tullow on Block 12A
(Kenya) in the quarter whereby Tullow paid the Company $1.1 million in
consideration of past exploration expenditures to acquire an additional
15% interest in Block 12A in Kenya. Tullow will also fund 15% of the
Company's working interest share of expenditures related to the
acquisition of 520 kilometers of 2D seismic until an expenditure cap of
$10.3 million on a gross basis.
-- The Company completed a farmout transaction with Marathon Oil
Corporation ("Marathon") subsequent to the end of the quarter whereby
Marathon acquired a 50% interest in Block 9 (Kenya) and a 15% interest
in Block 12A (Kenya). In accordance with the farmout agreement, Marathon
paid the Company $32.0 million in consideration of past exploration
expenditures, and has agreed to fund the Company's working interest
share of future joint venture expenditures on these blocks to a maximum
of $25.0 million. The Company has retained a 20% working interest in
Block 12A and a 50% working interest in Block 9.
-- The Company completed a farmout transaction with New Age (Africa Global
Energy) Limited ("New Age") subsequent to the end of the quarter whereby
New Age acquired an additional 25% interest in the Company's Blocks 7 &
8 (Ethiopia), together with operatorship of Blocks 7 & 8 and the Adigala
Area (Ethiopia). In accordance with the farmout agreement, New Age paid
the Company $1.5 million in consideration of past exploration
expenditures. The Company has retained a 30% working interest in Blocks
7/8.
-- The Company continues to actively acquire process and interpret 2D
seismic over Blocks 10BA, 10BB, 12A, 13T and South Omo with three
seismic crews currently active.
-- Africa Oil ended the quarter with cash of $55.4 million and working
capital of $32.0 million as compared to cash of $109.6 million and
working capital of $90.2 million at December 31, 2011. Proceeds of $33.5
million received in relation to the Marathon and New Age farmouts
subsequent to the end of the quarter have positively impacted the
Company's near term liquidity and capital position.
Keith Hill, President and CEO, commented, "Africa Oil is very encouraged with the results of our first two exploration wells in the Lockichar basin. The arrival of an additional two drilling rigs will allow us to evaluate whether the Tertiary trend extends into southern Ethiopia and to test the Cretaceous rift in north-central Kenya."
Third Quarter 2012 Financial and Operating Highlights
Consolidated Statement of Net Income (Loss) and Comprehensive Income (Loss)
(United States Dollars)
Three months Three months Nine months Nine months
ended ended ended ended
September September September September
30, 2012 30, 2011 30, 2012 30, 2011
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Operating expenses
Salaries and benefits $ 403,572 $ 309,476 $ 980,669 $ 1,067,364
Stock-based
compensation 2,572,472 908,550 3,789,266 2,790,484
Bank charges 10,188 23,103 27,084 133,242
Travel 347,439 470,806 809,598 853,767
Management fees 74,547 60,593 213,559 187,325
Office and general 137,083 455,579 505,399 1,011,900
Depreciation 11,312 8,480 36,814 41,739
Professional fees 411,200 462,066 3,654,524 859,190
Stock exchange and
filing fees 76,694 158,807 351,027 432,089
Impairment of
intangible
exploration assets - - 3,114,858 6,969,413
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4,044,507 2,857,460 13,482,798 14,346,513
Gain on acquisition of
Lion Energy - - - (4,143,051)
Dilution loss on sale
of subsidiary - 4,578,634 - 4,578,634
Finance income (17,895,010) (2,568,551) (5,502,845) (7,607,452)
Finance expense - 7,187,485 123,982 5,079,824
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Net income (loss) and
comprehensive income
(loss) 13,850,503 (12,055,028) (8,103,935) (12,254,468)
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Net Income (loss) and
comprehensive Income
(loss) attributable to
non-controlling
interest 12,482,711 (915,207) 5,138,709 (915,207)
Net Income (loss) and
comprehensive income
(loss) attributable to
common shareholders 1,367,792 (11,139,821) (13,242,644) (11,339,261)
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Operating expenses increased by $1.2 million for the three months ended September 30, 2012 compared to the same period in the previous year due mainly to a $1.7 million increase in stock-based compensation.
Operating expenses decreased by $0.9 million for the nine months ended September 30, 2012 compared to the same period in the previous year due to a $7.0 million impairment of intangible exploration assets relating to Blocks 2/6 in Ethiopia in the second quarter of 2011 and reduced office and general costs of $0.5 million. These reductions were offset partially by a $3.1 million impairment of intangible exploration assets relating to Blocks 7 and 11 in Mali in the first quarter of 2012, an increase in professional fees in the second quarter of 2012 associated with previously completed farmout transactions and an increase of $1.0 million in stock-based compensation costs relating to options issued in the third quarter of 2012.
The gain relating to the acquisition of Lion Energy Corp. ("Lion") in the second quarter of 2011 was a result of the Company acquiring net working capital and intangible exploration assets in excess of the consideration issued. The consideration paid was valued at $21.7 million, net of AOC shares acquired, versus working capital acquired of $20.1 million, excluding the value of AOC shares held by Lion, and the fair market value of intangible assets acquired estimated at $5.7 million.
A $4.6 million dilution loss on the sale of a subsidiary was recognized during the third quarter of 2011 as a result of Africa Oil transferring its Puntland (Somalia) exploration assets to Horn. This transaction was recorded as a reverse acquisition.
Financial income and expense is made up of the following items:
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Three months Three months Nine months Nine months
ended ended ended ended
September September September September
30, 2012 30, 2011 30, 2012 30, 2011
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Loss on marketable
securities - (395,800) (123,982) (540,475)
Fair value adjustment -
warrants 17,279,270 2,292,353 3,515,927 4,835,461
Fair value adjustment -
convertible debt - - - 2,031,704
Interest and other
income 65,294 276,198 301,455 740,287
Foreign exchange gain
(loss) 550,446 (6,791,685) 1,685,463 (4,539,349)
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Finance income 17,895,010 2,568,551 5,502,845 7,607,452
Finance expense - (7,187,485) (123,982) (5,079,824)
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The loss on revaluation of marketable securities is the result of a decrease in the value of 10 million shares held in Encanto Potash Corp. which were acquired as part of the acquisition of Lion. These shares were sold during the three months ended March 31, 2012.
At September 30, 2012, nil warrants were outstanding in AOC. The Company incurred a $17.3 million gain on the revaluation of Horn warrants during the third quarter of 2012 due to a significant decrease in the share price of Horn during the quarter.
The foreign exchange gains and losses are the direct result of changes in the value of the Canadian dollar in comparison to the US dollar. The Company's cash holdings are primarily in US and Canadian currency.
Consolidated Balance Sheets
(United States Dollars)
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September 30, December 31,
2012 2011
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ASSETS
Current assets
Cash and cash equivalents $ 55,416,290 $ 109,558,445
Marketable securities - 2,605,745
Accounts receivable 1,456,973 2,717,024
Prepaid expenses 1,032,990 599,727
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57,906,253 115,480,941
Long-term assets
Restricted cash 1,119,000 2,919,000
Property and equipment 75,626 39,395
Intangible exploration assets 271,718,237 185,671,962
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272,912,863 188,630,357
Total assets $ 330,819,116 $ 304,111,298
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LIABILITIES AND EQUITY
Current liabilities
Accounts payable and accrued liabilities $ 25,944,683 $ 23,768,545
Current portion of warrants - 1,512,811
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25,944,683 25,281,356
Long-term liabilities
Warrants 432,301 2,882,441
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432,301 2,882,441
Total liabilities 26,376,984 28,163,797
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Equity attributable to common shareholders
Share capital 331,942,635 306,509,909
Contributed surplus 11,011,565 8,425,304
Deficit (88,526,125) (75,283,481)
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254,428,075 239,651,732
Non-controlling interest 50,014,057 36,295,769
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Total equity 304,442,132 275,947,501
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Total liabilities and equity $ 330,819,116 $ 304,111,298
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The increase in total assets from December 31, 2011 to September 30, 2012 is primarily attributable to intangible exploration expenditures incurred during the quarter, a significant portion of which related to drilling of the Ngamia-1 and Twiga South-1 well in Kenya and the Shabeel-1 and Shabeel North-1 wells in Puntland (Somalia).
Consolidated Statement of Cash Flows
(United States Dollars)
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Three months Three months Nine months Nine months
ended ended ended ended
September 30, September 30, September 30, September 30,
2012 2011 2012 2011
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Cash flows
provided by
(used in):
Operations:
Net income
(loss) and
comprehensive
income (loss)
for the
period $ 13,850,503 $ (12,055,028) $ (8,103,935) $ (12,254,468)
Items not
affecting
cash:
Stock-based
compensation 2,572,472 908,550 3,789,266 2,790,484
Share-based
expense 465,153 - 3,763,154 -
Depreciation 11,312 8,480 36,814 41,739
Loss on
marketable
securities - 395,800 123,982 540,475
Gain on
acquisition
of Lion
Energy - - - (4,143,051)
Impairment of
intangible
exploration
assets - - 3,114,858 6,969,413
Dilution loss
on sale of
subsidiary - 4,578,634 - 4,578,634
Fair value
adjustment -
warrants (17,279,270) (2,292,353) (3,515,927) (4,835,461)
Fair value
adjustment -
convertible
debt - - - (2,031,704)
Unrealized
foreign
exchange
(gain) loss 157,806 5,208,612 244,732 2,895,612
Changes in
non-cash
operating
working
capital (486,538) (624,677) (1,271,221) (392,721)
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(708,562) (3,871,982) (1,818,277) (5,841,048)
Investing:
Property and
equipment
expenditures (9,493) - (73,045) (35,850)
Intangible
exploration
expenditures (30,144,244) (9,391,726) (90,288,672) (20,402,721)
Farmout
proceeds 1,127,539 - 1,127,539 14,900,160
Cash received
on business
acquisitions
, net of
cash issued - - - 18,636,869
Proceeds on
disposal of
Canmex, net
of
investment
in Horn - 29,923,128 - 29,923,128
Proceeds from
sale of
marketable
securities - - 2,441,678 -
Changes in
non-cash
investing
working
capital (5,039,510) (3,336,817) 4,224,737 3,973,884
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(34,065,708) 17,194,585 (82,567,763) 46,995,470
Financing:
Common shares
issued, net
of issuance
costs 4,365,990 259,129 28,599,122 3,019,716
Repayment of
liability
portion of
convertible
debt - - - (411,220)
Deposit of
cash for
bank
guarantee - (723,750) (375,000) (2,175,000)
Release of
bank
guarantee 900,000 1,087,500 2,175,000 2,887,500
Changes in
non-cash
financing
working
capital - - - 168,569
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5,265,990 622,879 30,399,122 3,489,565
Effect of
exchange rate
changes on
cash and cash
equivalents
denominated in
foreign
currency (108,396) (5,036,635) (155,237) (2,766,787)
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Increase
(decrease) in
cash and cash
equivalents (29,616,676) 8,908,847 (54,142,155) 41,877,200
Cash and cash
equivalents,
beginning of
period 85,032,966 109,094,187 109,558,445 $ 76,125,834
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Cash and cash
equivalents,
end of period 55,416,290 $ 118,003,034 55,416,290 $ 118,003,034
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The decrease in cash in 2012 is mainly the result of intangible exploration expenditures and operating expenses offset partially by funds raised on the exercise of warrants, the non-brokered private placement completed by Horn and the proceeds from the Block 12A farmout to Tullow.
Consolidated Statement of Equity
(United States Dollars)
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September 30, September 30,
2012 2011
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Share capital:
Balance, beginning of period $ 306,509,909 $ 163,231,076
Acquisition of Centric Energy - 60,165,193
Acquisition of Lion Energy, net of AOC
shares acquired - 21,561,185
Issued on conversion of convertible
debenture - 52,214,817
Amended farmout agreement with Lion Energy - 5,274,675
Exercise of warrants 14,339,826 3,023,756
Farmout agreement finder's fees - 166,858
Shares issued in lieu of professional fees 3,763,154 -
Exercise of options 7,329,746 872,349
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Balance, end of period 331,942,635 306,509,909
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Contributed surplus:
Balance, beginning of period $ 8,425,304 $ 4,391,940
Expiration of warrants - 3,676
Exercise of Horn warrants 1,147,884 -
Acquisition of Lion Energy - 110,606
Stock based compensation 3,789,266 2,790,484
Issuance of shares in lieu of finder's fee - (166,858)
Exercise of options (2,350,889) (262,500)
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Balance, end of period 11,011,565 6,867,348
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Deficit:
Balance, beginning of period $ (75,283,481) $ (56,570,350)
Dilution loss through equity - (8,069,447)
Net loss and comprehensive loss
attributable to common shareholders (13,242,644) (11,339,261)
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Balance, end of period (88,526,125) (75,979,058)
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Total equity attributable to common
shareholders $ 254,428,075 237,398,199
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Non-controlling interest:
Balance, beginning of period $ 36,295,769 $ -
Non-controlling interest on disposal of
Canmex - 34,604,620
Non-controlling interest on issuance of
Horn shares 8,579,579 -
Net income (loss) and comprehensive income
(loss) attributable to non-controlling
interest 5,138,709 (915,207)
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Balance, end of period 50,014,057 33,689,413
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Total equity $ 304,442,132 $ 271,087,612
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The Company's consolidated financial statements, notes to the financial statements, management's discussion and analysis for the three month and nine months ended September 30, 2012 and the 2011 Annual Information Form have been filed on SEDAR (www.sedar.com) and are available on the Company's website (www.africaoilcorp.com).
Outlook
The Ngamia-1 light oil discovery in the Lokichar sub-basin of tertiary rift on Block 10BB (Kenya) led to a significant increase in the pace of exploration. The Company and its joint venture partner Tullow sourced an additional two drilling rigs. One rig was mobilized to Block 10A (Kenya) in the quarter and commenced drilling the Paipai prospect and an additional rig is currently being mobilized to the South Omo Block (Ethiopia) to commence drilling the Sabisa-1 prospect. The Weatherford rig which drilled Ngamia-1 continued with drilling operations in the Lokichar sub-basin of the Tertiary Rift where the Twiga South-1 prospect has recently encountered oil. Drilling of Twiga South-1 is ongoing and an announcement on the well results is expected late-November after target depth has been achieved and necessary sampling and analysis has been completed. The Company expects to have three rigs operating in its Kenyan and Ethiopian acreage prior to the end of 2012.
Based on the encouragement provided by the Shabeel wells, the Company and its partners entered the next exploration period in both the Dharoor Valley and Nugaal Valley PSAs which carry a commitment to drill one well in each block within an additional three year term. The current operational plan is to contract a seismic crew to acquire additional data in the Dharoor Valley block and to hold discussions with the Puntland Government regarding drill ready prospects in the Nugaal Valley block. The focus of the Dharoor Valley block seismic program will be to delineate new structural prospects for the upcoming drilling campaign.
Africa Oil Corp. is a Canadian oil and gas company with assets in Kenya, Ethiopia and Mali as well as Puntland (Somalia) through its 45% equity interest in Horn Petroleum Corporation. Africa Oil's East African holdings are in within a world-class exploration play fairway with a total gross land package in this prolific region in excess of 300,000 square kilometers. The East African Rift Basin system is one of the last of the great rift basins to be explored. Two new significant discoveries have been announced in the Lockichar basin in which the Company holds a 50% interest along with operator Tullow Oil plc. The Company is listed on the TSX Venture Exchange and on First North at NASDAQ OMX-Stockholm under the symbol "AOI".
FORWARD-LOOKING STATEMENTS
Certain statements made and information contained herein constitute "forward-looking information" (within the meaning of applicable Canadian securities legislation). Such statements and information (together, "forward looking statements") relate to future events or the Company's future performance, business prospects or opportunities. Forward-looking statements include, but are not limited to, statements with respect to estimates of reserves and or resources, future production levels, future capital expenditures and their allocation to exploration and development activities, future drilling and other exploration and development activities, ultimate recovery of reserves or resources and dates by which certain areas will be explored, developed or reach expected operating capacity, that are based on forecasts of future results, estimates of amounts not yet determinable and assumptions of management.
All statements other than statements of historical fact may be forward-looking statements. Statements concerning proven and probable reserves and resource estimates may also be deemed to constitute forward-looking statements and reflect conclusions that are based on certain assumptions that the reserves and resources can be economically exploited. Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (often, but not always, using words or phrases such as "seek", "anticipate", "plan", "continue", "estimate", "expect, "may", "will", "project", "predict", "potential", "targeting", "intend", "could", "might", "should", "believe" and similar expressions) are not statements of historical fact and may be "forward-looking statements". Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking statements. The Company believes that the expectations reflected in those forward-looking statements are reasonable, but no assurance can be given that these expectations will prove to be correct and such forward-looking statements should not be unduly relied upon. The Company does not intend, and does not assume any obligation, to update these forward-looking statements, except as required by applicable laws. These forward-looking statements involve risks and uncertainties relating to, among other things, changes in oil prices, results of exploration and development activities, uninsured risks, regulatory changes, defects in title, availability of materials and equipment, timeliness of government or other regulatory approvals, actual performance of facilities, availability of financing on reasonable terms, availability of third party service providers, equipment and processes relative to specifications and expectations and unanticipated environmental impacts on operations. Actual results may differ materially from those expressed or implied by such forward-looking statements.
ON BEHALF OF THE BOARD
Keith C. Hill, President and CEO
Africa Oil's Certified Advisor on NASDAQ OMX First North is Pareto Ohman AB.
Neither the TSX Venture Exchange nor its Regulation Services Pareto Provider Ohman (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Contacts:
Africa Oil Corp.
Sophia Shane
Corporate Development
(604) 689-7842
(604) 689-4250 (FAX)
africaoilcorp@namdo.com
www.africaoilcorp.com
