Annual Report and Accounts for the year ended 31 July 2016 Exploration Discovery Production Europa Oil & Gas (Holdings) plc D Annual Report and Accounts for the year ended 31 July 2016 Highlights Operational highlights Financial performance • Proceeding with development of Wressle discovery Group revenue in North Lincolnshire with production expected to £1.3m commence early 2017 • Three new UK onshore awards in 14th Round (2015: £2.2m) (one subsequently declined) Reduction in cost of sales from lower operating costs • Five new Licensing Options (“LOs”) awarded 33% offshore Ireland • Europa estimates 2.1 billion barrels of oil equivalent (“boe”) and 1.5 tcf gas gross mean unrisked Reduction in administrative expenses from prospective and indicative resources on new non-recurring 2015 items and other savings Irish LOs 39% • 100% interest and operatorship secured for FEL 2/13 and FEL 3/13 offshore Ireland following transfer from Kosmos Pre-tax loss excluding exploration write-off and impairment of • Mean unrisked NPV10 of US$7 billion for 100% interest in three prospects with 1.5 billion boe in FEL £0.7m 3/13 provided by ERC Equipoise (2015: loss £0.8m) • Positive Holmwood planning decision, preparatory work for drilling in 2017 underway Pre-tax loss of after £1.2m exploration write-off in • Farm out of 7.5% of PEDL143 licence; Europa retains Béarn des Gaves 32.5% interest, paying 25% of the Holmwood £1.9m exploration well up to a gross well cost of £3.2 million (2015: loss £4.1m after £2.2m exploration write-off in PEDL181 • 123 boepd produced from UK onshore and £1.1m impairment against the West Firsby field) (2015: 141 boepd) Post-tax loss for the year Post reporting date events £1.6m • Extension of phase 1 of FEL 2/13 and FEL 3/13 (2015: loss £1.8m) licences to 4 July 2017 Cash used in operating activities • Acquisition of Shale Petroleum (UK) Limited (renamed as “Europa Oil & Gas (UK) Limited”) £0.3m increasing Europa’s interest in PEDL299 (including the Hardstoft oil field) to 33.32% and in PEDL343 (2015: cash used £0.3m) (containing the Cloughton gas discovery) to 45% Net cash balance as at 31 July 2016 • Elected not to accept the award of PEDL286 £1.7m in the southern Cleveland basin • Wressle and Broughton North CPR published (31 July 2015: £3.2m) • Sold 3.34% interest in PEDL180 (Wressle) and PEDL182 (Broughton North) to Union Jack Oil plc for £0.6 million cash < The cover shows the areas currently licensed offshore Ireland. Europa’s licences are highlighted in red. www.europaoil.com 1 Contents Europa Oil & Gas S Highlights IFC tra Chairman’s statement 2 te (Holdings) plc is an AIM g Year in review 4 ic re p o listed exploration and Strategic report rt Our strategy 6 production company – Our key performance indicators 7 – Operations and development 7 Operations 8 focused on Europe. Risks and uncertainties 17 It offers an attractive Governance Board of Directors 18 Directors’ report 20 mix of high impact Statement of Directors’ responsibilities 22 G o Report of the independent auditor 23 v e exploration offshore rn a Financial statements n c e Ireland, supported by Consolidated statement of comprehensive income 24 Consolidated statement of financial position 25 Consolidated statement of changes in equity 26 exploration, appraisal and Company statement of financial position 27 Company statement of changes in equity 28 production onshore UK. Consolidated statement of cash flows 29 Company statement of cash flows 30 Notes to the financial statements 31 Advisers Directors and advisers IBC F in a n c ia l s ta te m e n ts A d v is e rs Europa Oil & Gas (Holdings) plc 2 Annual Report and Accounts for the year ended 31 July 2016 Chairman’s statement Dear shareholders, With the low oil price environment seen in the twelve months to 31 July 2016, we have been concentrating on reducing our cost base through a number of operational efficiencies and through voluntary temporary salary reductions amongst head office staff. These changes have resulted in a year-on-year 33% reduction in our cost of sales and a 39% reduction in our administrative expenses. Despite this reduction in costs, Hugh and the team have continued with our programme of selectively expanding Europa’s portfolio and maturing its assets. Highlights during this period have included: • The addition of two new licences onshore UK, which contain hydrocarbon discoveries and where gas and oil appraisal opportunities have been identified. • The addition of five new Licensing Options offshore Ireland, including the strategically important exploration block LO 16/2 adjacent to our FEL 3/13 licence in the Porcupine basin. This acreage was awarded in the first phase of the recent Atlantic Margin Licensing Round, which was a highly competitive process, with awards being granted to a number of major international oil companies, including Eni, ExxonMobil, Nexen, Statoil, Woodside and BP. The other LOs awarded in the second phase cover acreage near the Corrib gasfield; near our existing FEL 2/13 licence in the South Porcupine basin; and in the Padraig basin. • Europa has already identified significant potential resource across the new licences totalling 2.1 billion boe and 1.5 tcf gas (gross mean unrisked prospective and indicative resources). Work continues on the Our focus in the last year farmout process for our Irish acreage where we have seen considerable interest from major oil companies. has been on managing • The transfer of interest from Kosmos such that Europa now holds 100% and is operator of FEL 2/13 and FEL 3/13 offshore Ireland our costs and asset base with a further 2.1 billion boe gross mean unrisked prospective and indicative resources. to ensure we remain • Work continues on the development of Wressle with first production expected early in 2017. • Successful planning approval was obtained for an exploration well fully funded for future at Holmwood, which is a conventional prospect with gross mean unrisked prospective resources of 5.6 million boe. Located in the Weald operations and this basin, near the recent drilling success at Horse Hill, Holmwood is a very exciting prospect for Europa and its partners. Following the farmout will continue in 2017. Europa retains a 32.5% interest in the PEDL143 licence and will pay 25% of the Holmwood well up to a gross cost of £3.2 million. Work continues on well planning and we anticipate drilling in 2017. These activities are part of our ongoing programme to mature and grow our portfolio of prospects and leads and most importantly prove these up via the drill bit. We also continue to evaluate potential corporate transactions to follow on from the farmout of Holmwood and the post year end acquisition of Shale Petroleum (UK) Limited and sale of interest in PEDL180 and PEDL182. All of this has been against a backdrop of continued low oil prices which has seen the price achieved for sales during the twelve months to end July 2016 average US$41.5 per barrel (2015: US$68.2). Europa’s board continues to work hard to maximise efficiencies and to avoid incurring debt for its activities, preferring to farmout exploration obligations and/or monetise assets wherever possible. Our focus in the last year has been on managing our costs and asset base to ensure we remain fully funded for future operations and this strategy will continue in 2017. www.europaoil.com 3 Financials We have seen the results of the initial technical work on our Porcupine S The fall in oil price has a direct effect on our revenues and the average of basin interests translated into prospective resources confirmed by a tra 123 boepd recovered from our UK onshore fields generated £1.3 million Competent Persons Report (“CPR”) on FEL 3/13 with Europa exposed te g in revenues (2015: 141 boepd and £2.2 million). Net cash spent on to 1.5 billion boe of gross mean unrisked prospective resources with ic operations was £0.3 million (2015: cash spent £0.3 million). Our cash a mean Risked NPV10 of US$7 billion. This excludes the recently awarded re p balance at the end of July 2016 was £1.7 million (31 July 2015: LO 16/2 with a further 895 million boe and FEL 2/13 with 595 million boe ort £3.2 million). of gross mean unrisked prospective resources. If Wressle were to produce at the expected initial flowrate of 500 bopd In the UK, with Wressle moving from discovery to producer, we are poised gross, even at today’s sub US$50 per barrel oil price, Europa will return to see an increase in production, revenue and cash flow, which should to a positive operating cash flow. It should be noted that following the coincide with work preparing for the exploration well at Holmwood. March 2016 UK Budget which halved the Supplementary Charge with effect from 1 January 2016, Europa’s future profits would be taxed at I would like to thank the management, operational teams, my fellow 40% (previously 50%). Board members and our advisers for their hard work over the year. Oil and gas exploration onshore France is frustrated by the French Finally I would like to reiterate my thanks to our shareholders for their Government’s lack of support for the industry. This is demonstrated by continued support during what has been a challenging year for all of G the continuing delay, since February 2015, in approving Europa’s farmout the oil and gas sector, but particularly small exploration and production o v of the Tarbes val d’Adour permit interest to Vermillion. In fact no onshore companies like Europa. ern France permits have been issued or renewed in the past twelve months. an c Europa will continue to progress its operations in France, but has taken e the decision to write down the carrying value of the Béarn des Gaves permit to nil – resulting in an exploration write-off in the current period of £1.2 million (2015: exploration write-off £2.2 million for the Kiln Lane well and impairment of the producing West Firsby field £1.1 million). Colin Bousfield Outlook Non-executive Chairman The continuing low oil price presents challenges for all E&P companies, but I am confident that through a combination of cost efficiencies and 30 September 2016 sound asset management Europa is now well poised to deliver growth by maturing its diverse portfolio of assets. Through the recent awards in Ireland and the UK, Hugh and the team have developed a pipeline of licence interests at various stages of maturity, which will provide F cash flow to cover corporate overheads and, in some cases, have the ina n exploration potential to be company makers. I am very excited by the c ia Irish acreage position we have put in place and the arrival of the majors l s and supermajors in the last licensing round indicates that the basin tate is seen as having strong potential. This bodes well for our ongoing m e farmout discussions. n ts Cost reductions achieved Cost of sales : 33% Administrative expenses: Ad v 39% ise rs Europa Oil & Gas (Holdings) plc 4 Annual Report and Accounts for the year ended 31 July 2016 Year in review A year of continued progress Two existing licences FEL 2/13 and FEL 3/13 offshore Ireland extended and now at 100% interest Recent discoveries offshore Newfoundland and Senegal, backed up by our own technical analysis of our proprietary 3D seismic, demonstrate the clear potential for both FEL 2/13 and 3/13 to hold new exploration plays and new exploration Five new Licensing Options prospects in addition to the Cretaceous play that we have already identified. awarded offshore Ireland Europa’s portfolio of seven offshore Ireland licences cover Europa has substantially grown its position in Ireland through 5,818 km2 successful applications in the 2015 Atlantic Margin Licensing Round to become a leading exploration company in the Atlantic basins offshore Ireland. This was achieved against stiff competition from the majors. Many of our new neighbours are strong companies Estimated to hold combined gross mean unrisked who have undertaken, or will be undertaking, significant exploration prospective and indicative resources of programmes including 3D seismic and exploration drilling which 4.2 bn barrels will enhance technical and commercial appreciation of the basins and Europa’s licences. Our priority in the short term is to secure a farmin partner for our South Porcupine licences with whom we of oil equivalent can drill one or more of the drill-ready prospects we have already identified using our state of the art 3D seismic. 1.5 tcf of gas Two new UK onshore awards in various prospects in the Cretaceous fan, pre-rift, syn-rift and Triassic plays in 14th Round The new awards comprise a mix of field rejuvenation and appraisal assets and build on our technical and commercial experience in the East Midlands and Cleveland basin. Both new licences have strong partner groups and we are excited by the opportunity to take these new assets forward. www.europaoil.com 5 S Positive Holmwood planning Proceeding with Wressle tra te g decision, enabling us to prepare development ic re p for drilling in 2017 o rt We are very confident in the reservoir engineering analysis that indicates initial production rates in excess of 500 bopd With gross mean unrisked prospective resources of 5.6 million barrels could be achieved from the Ashover Grit interval at Wressle. of oil, as estimated in a CPR published in June 2012, and a one in three Were production to come in at or around this level, our interest chance of success, we regard Holmwood as one of the best undrilled in the field would transform our existing production, reserves conventional prospects in onshore UK. and revenue profile. Farmout of 7.5% of our PEDL143 licence. Europa interest is now 32.5%, paying 25% G o v of the cost of the Holmwood exploration well ern a n c e Up to a gross well cost of £3.2m Acquisition of Shale Petroleum (UK) Limited post year end bolsters equity F in As a consequence of this acquisition Europa has an c increased its equity interest in PEDL299 and PEDL343 ia l s to 33.32% and 45% respectively. Europa has purchased ta te 100% of the issued share capital of Shale Petroleum (UK) m e n Limited, a subsidiary of Shale Petroleum Limited (“SPL”) ts a privately held Canadian independent oil & gas explorer headquartered in Calgary. A d v is e rs Europa Oil & Gas (Holdings) plc 6 Annual Report and Accounts for the year ended 31 July 2016 Strategic report Our strategy Creating value Strategy Europa’s objective is to generate substantial shareholder value by finding and producing oil and gas. To increase the probability of success whilst managing risk, a disciplined approach to the management of the Company’s hydrocarbon assets is applied at all stages of the life of a licence. The Company is committed to taking commercial decisions on the entire asset base with management focused on exiting projects at the point of maximum value for investors through the rigid application of a drill, drop, dilute or divest policy. Europa’s highly prospective exploration portfolio is actively managed with each project being subjected to first class technical as well as commercial analysis allowing management to make informed decisions on whether individual projects ought to be pushed down the exploration and production funnel or out of it. Management recognises the need to repopulate and replenish the asset base with new licences as existing projects are progressed along the development curve. An acceptable risk/reward profile for an individual project depends on its impact on the overall portfolio, the balance of assets at the time and the objective of the Company. Industry leading portfolio management methodologies are deployed to ensure the risk/reward trade-off inherent in the portfolio is transparent to ensure shareholder value is maximised. Europe is the current geographic focus. SharGeenehbrya ftoienl sdihdnagr eeaoirlhn aodl nvdpdr aerog ldavusualcueinegacceptabltedepA ecpocchrrtiontMsifvgiioocerlenaliayosls s a mioanonnnnda adpn cr omaogjgemaceetkm ete h irpnceifa oleorxmpreldotrfaotHionloiow eevvaewlur hampetreraeae nfraveetanrer gapdparne crb otaoosmhllcypicmetq eeiaiycnnumsr aesb itclree nleeioyssrtc c,u qsploaiitnaucnrmateleadb rtpnleiei letoea srays,irfm n v hfetaeaghdassri.a vs lateteob t sle Manage rislauve whkile managMaximiisne sgha rreihskolder Our strategy OnAstlhaor ne taiEurrc oepe,a h tNronod utrh e pM neradiietnerarnciAparl areeats seofr eitnas of intertes SRetarda oteurg Yeya ri nin raevcietwion Exit projects at the point of maximum = page 4 Maximviasluee fionr invveesstotrsor v al u e Read more on our Operations = page 8 www.europaoil.com 7 S Our key performance indicators tra te g ic Financial KPIs rep o 1. Revenue rt 2. Profit 3. Cash from operations 4. Net cash balance = Financial analysis is provided in the Chairman’s Statement (page 2) G Non-financial KPIs o v e 1. Health, safety and environmental measures rna n c 2. e Production (boepd and non-productive time) 3. Progress with all the licences in which the Group has interests 4. Participation in ongoing and future licensing rounds Operations and development The principal activity of the Group is investment in oil and gas exploration, development and production. The Group’s assets and activities are located in the United Kingdom, Ireland and France. The Board regards Atlantic Margin Ireland and onshore UK as core areas where we are actively seeking to Fin build our portfolio. The Board has considered and will continue to consider investments in onshore Europe, North Atlantic and the Mediterranean. an c ia l s ta te m Our portfolio e Field/ n ts Country Area Licence Prospect Operator Equity Status Ireland South Porcupine FEL 2/13 Doyle A/B/C, Heaney Europa 100% Exploration FEL 3/13 Beckett, Wilde, Shaw Europa 100% Exploration LO 16/2 3 prospects Europa 100% Exploration LO 16/19 2 leads Europa 100% Exploration Slyne basin LO 16/20 2 leads Europa 100% Exploration LO 16/21 4 leads Europa 100% Exploration Padraig basin LO 16/22 6 leads Europa 100% Exploration A UK East Midlands DL 003 West Firsby Europa 100% Production d v DL 001 Crosby Warren Europa 100% Production ise PL 199/215 Whisby-4 BPEL 65% Production rs PEDL180 Wressle Egdon 30%1 Development PEDL181 Europa 50% Exploration PEDL182 Broughton North Egdon 30%1 Exploration PEDL299 Hardstoft Ineos 33.3% Field rejuvenation PEDL343 Cloughton Third Energy 45% Appraisal Weald PEDL143 Holmwood Europa 32.5% Exploration SNS Block 41/24 Maxwell Europa 50% Promote France Aquitaine Béarn des Gaves Berenx Europa 100% Exploration Tarbes val d’Adour Vermilion 20% Exploration 1Following the post year end sale to Union Jack Oil plc and assuming OGA approval. Europa Oil & Gas (Holdings) plc 8 Annual Report and Accounts for the year ended 31 July 2016 Strategic report Operations Ireland Porcupine UK Southern North Sea UK East Midlands UK Weald France Aquitaine