Africa Oil Corp.
TSX VENTURE : AOI
OMX : AOI

Africa Oil Corp.

August 25, 2011 17:29 ET

Africa Oil Q2 2011 Financial and Operating Results

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Aug. 25, 2011) - 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 six months ended June 30, 2011.

Highlights and accomplishments during the second quarter of 2011 included:

  • Africa Oil ended the quarter in a strong financial position with cash of $109.1 million and working capital of $96.7 million as compared to cash of $76.1 million and working capital of $70.6 million at December 31, 2010. The Company's liquidity and capital resource position improved since year end primarily as the result of payments received upon the completion of farmout transactions and the acquisition of Lion Energy.

  • Africa Oil has more than sufficient funds to meet its currently planned work program. During the six months ended June 30, 2011, the Company expended $11.0 million of the 2011 Board of Directors approved $43 million in capital expenditures.

  • Effective June 20, 2011, the Company completed the acquisition of all of the issued and outstanding common shares of Lion Energy Corp. ("Lion"), a publicly traded oil and gas company listed on the TSX Venture Exchange. Pursuant to the agreement with Lion, AOC acquired, by way of a plan of arrangement, all of the issued and outstanding shares of Lion in consideration for 14,962,447 AOC shares, net of 2,500,000 AOC shares Lion owned at the date of acquisition. The Company also issued 287,250 stock options which expire between 30 and 90 days from the effective date of the transaction and 2,289,000 share purchase warrants that expired unexercised on June 29, 2011. The value of consideration issued, net of AOC shares acquired, was valued at $21.7 million. Lion is a joint venture partner of AOC in Kenya and Puntland (Somalia), and held the following working interests; 33.3% in Block 9 (Kenya), 10% in Block 10BB (Kenya), and 15% in each of Dharoor Valley and Nugaal Valley (Puntland). In addition to the above properties, Lion had net working capital of $20.1 million at closing, excluding the value of the AOC shares held by Lion.

  • Subsequent to the end of the second quarter, the Company entered into a Share Exchange Agreement (the "Agreement") aimed at creating a new Puntland focused oil exploration company. The new company will be created as a result of the transfer of AOC's interest in its oil and gas properties in Puntland Somalia to Denovo Capital Corp. ("Denovo"). Denovo intends to change its name to Horn Petroleum Corporation ("Horn Petroleum").

    • Under the terms of the Agreement, AOC will transfer to Denovo all of the issued and outstanding shares of its subsidiary holding companies (the "Puntland Subsidiaries") which hold participating interests in the Dharoor Valley and Nugaal Valley Production Sharing Agreements in Puntland (Somalia) (the "Puntland PSAs"). AOC will receive, in consideration of the transfer, 27,777,778 common shares of Denovo. As a result of the Transaction, the Puntland Subsidiaries will become wholly owned subsidiaries of Denovo (the "Transaction").

    • Africa Oil currently holds a 60% participating interest in the Puntland PSAs. It is anticipated that the entire 60% participating interest will be transferred to Denovo.

    • Denovo has completed a private placement of CAD$41 million comprised of 45,535,195 subscription receipts of Denovo sold at a post-consolidation price of CAD$0.90 per subscription receipt. Each subscription receipt will be exercised, upon completion of the transaction, into a unit of Denovo, comprised of one common share and one share purchase warrant (a "Denovo Warrant"). Each Denovo Warrant will entitle the holder to acquire an additional Denovo share for CAD$1.50 for two years, subject to accelerated exercise provisions if the Denovo shares trade at greater than CAD$2.00 for 10 consecutive trading days.

    • AOC has acquired 11,111,111 subscription receipts in the private placement financing, for proceeds of CAD$10 million. At the conclusion of the Transaction and the private placement financing described above, AOC is anticipated to hold approximately 52% (non-diluted) of the issued and outstanding common shares of Denovo, not factoring in shares of Denovo that may be issued to finders pursuant to the Denovo private placement. Upon completion of the Transaction it is expected that Denovo will meet the listing requirements of the Exchange for a Tier II Oil and Gas Issuer.

    • Conditions precedent to closing are standard for a transaction of this nature, including receipt, by both AOC and Denovo, as required, of all regulatory, partner and third party approvals including TSX Venture Exchange approval.

  • Early in 2011 and again in July, AOC amended its Production Sharing Contracts ("PSC") with the Puntland Petroleum and Mineral Agency requiring execution of a drilling contract by July 31, 2011, drilling operations to commence on the first well by November 15, 2011, and drilling operations to commence on a second well by January 17, 2012. A drilling rig contract has now been entered into.
  • The Company continued to actively explore in East Africa:

    • In Block 10BB, the Ngamia (Camel) prospect (previously named Fise-1) has been selected by the joint venture for the initial well in Block 10BB. The prospect will test the oil potential in Miocene age sandstones within a three way dip closure against the West Lokichar rift fault. Ngamia is directly analogous to successful oil accumulations drilled by Tullow and partners early in the exploration efforts in the Lake Albert graben of Uganda. The contract for the drilling rig has been awarded to Weatherford International. Spudding of the Ngamia well is slated for the fourth quarter of 2011.

    • In Block 10A, the Company and Tullow have integrated and interpreted all newly acquired (750 km) and vintage 2D seismic data. A number of prospects have been identified and are being high graded for selection of the first drilling location. Preparations for drilling, including purchase of materials, execution of drilling related contracts, civil works, and environmental permits are either completed or underway. The Block 10A well is expected to spud in early 2012.

    • In Puntland, the Company is currently in final preparations to commence a two well drilling campaign in the Dharoor Valley Block, with the first well planned to spud in the fourth quarter of 2011. Drilling locations have been selected over two robust prospects targeting gross best estimated prospective resources of over 300 million barrels each, based on internal estimates. A contract has been awarded to Sakson Drilling and Oil Services who will provide a 1500 horse-power, top drive equipped rig. The majority of the drilling related third party service contracts have been entered into and all outstanding service contracts are expected to be complete before the end of August.

    • In Block 9, the Company has recently completed 750km (gross) 2D seismic survey focused on the oil prone Kaisut sub-basin. The survey was focused on delineating a drillable prospect in the oil-prone Kaisut sub-basin in the northwestern portion of the block. Newly acquired data is of excellent quality and a number of interesting leads have been identified.

    • The Company, in partnership with Tullow, has undertaken an extensive Full Tensor Gravity ("FTG") survey over all of the blocks in the Tertiary Rift basin. This technique has been proven highly successful in Tullow's Uganda Albert Graben project, delineating structured prospects and leads. The survey has been completed in the South Omo Block in Ethiopia and is approximately halfway complete in Blocks 10BA, 10BB, 13T and 12A in Kenya.

Keith Hill, President and CEO, commented, "Africa Oil and joint venture partners made significant operational progress with respect to exploration activities in the first half of 2011, including selection of drilling locations and execution of drilling contracts on both Block 10BB in Kenya and the Dharoor Valley exploration area in Puntland. The Company is in a very strong financial position and is extremely excited to commence drilling operations and plans to drill seven to ten high potential exploration wells in the next eighteen months."

Second Quarter 2011 Financial and Operating Highlights

Consolidated Statement of Net Income and Comprehensive Income
(Unaudited; United States Dollars)
Three months Three months Six months Six months
ended ended ended ended
June 30, 2011 June 30, 2010 June 30, 2011 June 30, 2010
Operating expenses
Salaries and benefits $ 321,271 $ 228,297 $ 757,888 $ 464,052
Stock-based compensation 425,708 464,660 1,881,934 632,016
Bank charges 10,751 20,423 110,139 30,735
Travel 246,309 130,115 382,961 298,407
Management fees 62,610 58,708 126,732 115,632
Office and general 143,262 281,175 556,321 517,258
Depreciation 19,140 24,301 33,259 49,081
Professional fees 179,409 115,523 397,124 248,796
Stock exchange and filing fees 121,838 5,374 273,282 44,864
1,530,298 1,328,576 4,519,640 2,400,841
Impairment of intangible exploration assets 6,969,413 - 6,969,413 -
Gain on acquisition of Lion Energy (4,143,051 ) - (4,143,051 ) -
Finance income (2,818,988 ) (3,740 ) (7,146,562 ) (5,513,245 )
Finance expense - 6,125,145 - 41,876
Net income/(loss) and comprehensive income/(loss) attributable to common shareholders (1,537,672 ) (7,449,981 ) (199,440 ) 3,070,528
Deficit, beginning of period (56,570,350 ) (37,076,017 ) (56,570,350 ) (37,076,017 )
Deficit, end of period $ (58,108,022 ) $ (44,525,998 ) $ (56,769,790 ) $ (34,005,489 )
Net income (loss) per share
Basic $ (0.01 ) $ (0.11 ) $ (0.00 ) $ 0.04
Diluted $ (0.02 ) $ (0.11 ) $ (0.03 ) $ 0.01
Weighted average number of shares outstanding
Basic 195,974,310 70,520,238 175,171,098 70,363,737
Diluted 198,859,136 76,765,359 181,509,433 76,573,433

Operating expenses increased $0.2 million for the three months ended June 30, 2011 compared to the same period in the previous year due increases salary and benefit costs, costs associated with our listing on the NASDAQ OMX, and travel and professional fees associated with increased corporate transactions and operational expansion.

Operating expenses increased $2.1 million for the six months ended June 30, 2011 compared to the same period last year due mainly to a $1.2 million increase in stock based compensation costs in the first quarter of 2011 resulting from options granted in the quarter. The remainder of the increase can be attributed to increased salary and benefit costs, increased costs associated with our listing on the NASDAQ OMX, and an increase in travel and professional fees associated with increased corporate transactions and operational expansion.

Expenditures relating to Blocks 2/6 have been written off due to impairment. AOC relinquished Blocks 2/6 and Ministerial approval to waive remaining commitments is expected shortly. The Company has accrued a liability of $1.2 million with respect to its share of the expected settlement with the Government of Ethiopia, in lieu of unfulfilled commitments with respect to the Blocks 2/6 PSA.

The gain relating to the acquisition of Lion was the result of the Company acquiring net working capital and intangible exploration assets valued in excess of the consideration issued. The consideration paid was valued at $21.7 million, net of AOC shares acquired. Working capital acquired was $20.1 million and the intangible exploration assets acquired were valued at $5.7 million.

Finance income for the three and six months ended June 30, 2011 and 2010 is made up of the following items:

Three months Three months Six months Six months
ended ended ended ended
June 30, 2011 June 30, 2010 June 30, 2011 June 30, 2010
Loss on marketable securities (144,675 ) - (144,675 ) -
Fair market value adjustment - warrants 1,763,927 (4,275,840 ) 2,543,108 2,605,731
Fair market value adjustment - convertible debt 309,448 (1,743,199 ) 2,031,704 2,898,458
Interest and other income 220,403 3,740 464,089 9,056
Foreign exchange gain/(loss) 669,885 (106,106 ) 2,252,336 (41,876 )
Financial Income 2,818,988 3,740 7,146,562 5,513,245
Financial expense - (6,125,145 ) - (41,876 )

The loss on revaluation of marketable securities is the result of a reduction in the value of 10 million shares held in Encanto Potash Corp. which were acquired on the acquisition of Lion.

The Company recorded gains on the revaluation of warrants and convertible debt in the three and six months ended June 30, 2011 due to a reduction in AOC's share price from the end of the previous periods.

Interest income was higher in both the three and six months ended June 30, 2011 due to a significant increase in the average cash balance versus the first half of 2010.

The $0.7 million and $2.3 million foreign exchange gains in the three and six months ended June 30, 2011 are the result of an increase in the value of the Canadian dollar at a time when AOC was holding a significant amount of Canadian dollars raised through the non-brokered private placement (CAD $25 million gross proceeds) which closed during July 2010, the warrant exercises in the fourth quarter of 2010 (CAD $55.8 million gross proceeds), and Canadian dollar cash and marketable securities acquired on the Lion acquisition.

Consolidated Balance Sheets
(Unaudited; United States Dollars)
June 30, December 31, January 1,
2011 2010 2010
ASSETS
Current assets
Cash and cash equivalents $ 109,094,187 $ 76,125,834 $ 11,145,486
Marketable securities 2,333,707 - -
Accounts receivable 1,827,552 2,323,208 5,396,253
Prepaid expenses 457,004 595,729 508,344
113,712,450 79,044,771 17,050,083
Long-term assets
Restricted cash 3,282,750 3,181,500 1,800,000
Property and equipment 51,035 39,621 107,549
Intangible exploration assets 155,397,437 96,468,816 76,138,940
158,731,222 99,689,937 78,046,489
Total assets $ 272,443,672 $ 178,734,708 $ 95,096,572
LIABILITIES AND EQUITY ATTRIBUTABLE TO COMMON SHAREHOLDERS
Current liabilities
Accounts payable and accrued liabilities $ 14,093,694 $ 7,122,007 $ 3,244,871
Current portion of warrants 2,910,190 874,949 -
Current portion of convertible debenture - 411,220 407,950
17,003,884 8,408,176 3,652,821
Long-term liabilities
Warrants - 5,195,914 21,673,039
Convertible debenture - 54,077,952 40,820,217
- 59,273,866 62,493,256
Total liabilities 17,003,884 67,682,042 66,146,077
Equity attributable to common shareholders
Share capital 306,074,133 163,231,076 62,712,759
Contributed surplus 6,135,445 4,391,940 3,313,753
Deficit (56,769,790 ) (56,570,350 ) (37,076,017 )
Total equity attributable to common shareholders 255,439,788 111,052,666 28,950,495
Total liabilities and equity attributable to common shareholders $ 272,443,672 $ 178,734,708 $ 95,096,572

The increase in total assets from January 1, 2010 to December 31, 2010 is attributable to the equity financings, expansion of acreage in East Africa (Blocks 12A and 13T (Kenya) and South Omo (Ethiopia)), drilling of Bogal-1 in Block 9, and the seismic acquisition programs on Block 10BB in Kenya and the Ogaden blocks in Ethiopia.

The increase in total assets from December 31, 2010 to June 30, 2011 is primarily attributable to closing of the acquisitions of Centric and Lion which were funded primarily by the issuance of shares.

Consolidated Statement of Cash Flows
(Unaudited; United States Dollars)
Three months Three months Six months Six months
ended ended ended ended
June 30, 2011 June 30, 2010 June 30, 2011 June 30, 2010
Cash flows provided by (used in):
Operations:
Net income/(loss) for the period $ (1,537,672 ) $ (7,449,981 ) $ (199,440 ) $ 3,070,528
Item not affecting cash:
Stock-based compensation 425,708 464,660 1,881,934 632,016
Depreciation 19,140 24,301 33,259 49,081
Loss on marketable securities 144,675 - 144,675 -
Gain on acquisition of Lion Energy (4,143,051 ) - (4,143,051 ) -
Impairment of intangible exploration assets 6,969,413 - 6,969,413 -
Fair market value adjustment - warrants (1,763,927 ) 4,275,840 (2,543,108 ) (2,605,731 )
Fair market value adjustment - convertible debt (309,448 ) 1,743,199 (2,031,704 ) (2,898,458 )
Unrealized foreign exchange (gain)/loss (718,405 ) 59,301 (2,313,000 ) (115,552 )
Changes in non-cash operating working capital:
Accounts receivable and prepaid expenses 217,727 90,590 243,923 2,027
Accounts payable and accrued liabilities (33,540 ) 670,065 (11,967 ) 707,574
(729,380 ) (122,025 ) (1,969,066 ) (1,158,515 )
Investing:
Property and equipment expenditures (34,366 ) (160 ) (35,850 ) (3,959 )
Intangible exploration expenditures (6,037,113 ) (1,431,103 ) (11,010,995 ) (4,333,509 )
Farmout proceeds, net - - 14,900,160 -
Cash received on business acquisitions,
net of cash issued 17,897,909 - 18,636,869 -
Changes in non-cash investing working capital:
Accounts receivable and prepaid expenses 6,558,032 543,583 544,364 2,970,870
Accounts payable and accrued liabilities 8,634,543 (111,317 ) 6,766,337 (1,138,477 )
27,019,005 (998,997 ) 29,800,885 (2,505,075 )
Financing:
Common shares issued, net of issuance costs 2,502,829 20,003 2,760,587 20,003
Repayment of liability portion of convertible debt - - (411,220 ) (407,949 )
Deposit of cash for bank guarantee - - (1,451,250 ) -
Release of bank guarantee 1,800,000 - 1,800,000 -
Changes in non-cash financing working capital:
Accounts payable and accrued liabilities - - 168,569 -
4,302,829 20,003 2,866,686 (387,946 )
Effect of exchange rate changes on cash and cash equivalents denominated in foreign currency 690,373 (45,667 ) 2,269,848 115,552
Increase (decrease) in cash and cash equivalents 31,282,827 (1,146,686 ) 32,968,353 (3,935,984 )
Cash and cash equivalents, beginning of period $ 77,811,360 $ 8,356,188 $ 76,125,834 $ 11,145,486
Cash and cash equivalents, end of period $ 109,094,187 $ 7,209,502 $ 109,094,187 $ 7,209,502
Supplementary information:
Interest paid Nil Nil 411,220 407,950
Taxes paid Nil Nil Nil Nil

The increase in cash in 2011 is mainly a result of cash acquired through the Lion acquisition, proceeds received on the close of the Tullow farmout, offset partially by intangible exploration expenditures and operating expenses.

Consolidated Statement of Equity Attributable to Commonshareholders
(Unaudited; United States Dollars)
June 30, June 30,
2011 2010
Balance, beginning of period $ 163,231,076 $ 62,712,759
Acquisition of Lion Energy, net of AOC shares aquired 21,561,185
Issued on conversion of convertible debenture 52,214,817 -
Amended farmout agreement with Lion Energy 5,274,675 -
Exercise of warrants 3,023,756 -
Farmout ageement finder's fees 94,960 422,588
Exercise of options 508,471 29,549
Balance, end of period 306,074,133 63,164,896
Contributed surplus:
Balance, beginning of period $ 4,391,940 $ 3,313,753
Expiration of warrants 3,676 -
Acquisition of Lion Energy 110,606 -
Stock based compensation 1,881,934 632,016
Issuance of shares in lieu of finder's fee (94,960 ) -
Exercise of options (157,751 ) (9,546 )
Balance, end of period 6,135,445 3,936,223
Deficit:
Balance, beginning of period $ (56,570,350 ) $ (37,076,017 )
Net income for the period (199,440 ) 3,070,528
Balance, end of period (56,769,790 ) (34,005,489 )
Equity Attributable to Common Shareholders $ 255,439,788 $ 33,095,630

The Company's consolidated financial statements, notes to the financial statements, management's discussion and analysis and Annual Information Form have been filed on SEDAR (www.sedar.com) and are available on the Company's website (www.africaoilcorp.com). The Annual Information Form includes the Company's reserves and resource data for the period ended December 31, 2010 and other oil and natural gas information prepared in accordance with National Instrument 51-101 Standards of Disclosure for Oil and Gas Activities.

Outlook

AOC and its partners have an aggressive exploration program planned for the next two years, which is anticipated to include seismic and drilling across all play types and geographic areas of operation. The Company enters the third quarter 2011 in an extremely strong financial position with working capital in excess of $96 million. Additional financing is not required at this time to meet current operational plans.

New discoveries have been announced on all sides of the Company's virtually unexplored land position including the major Tullow Oil plc Albert Graben oil discovery in neighboring Uganda. Similar to the Albert Graben play model, the Company's concessions have older wells, a legacy database, and host numerous oil seeps indicating a proven petroleum system. Good quality existing seismic show robust leads and prospects throughout the AOC's project areas.

Africa's 2011 Third Quarter report will be published on or before November 29, 2011.

Africa Oil Corp. is a Canadian oil and gas company with assets in Kenya, Ethiopia, Puntland (Somalia) and Mali. 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. New discoveries have been announced on all sides of Africa Oil's virtually unexplored land position including the major Albert Graben oil discovery in neighbouring Uganda. Similar to the Albert Graben play model, Africa Oil's concessions have older wells, a legacy database, and host numerous oil seeps indicating a proven petroleum system. Good quality existing seismic show robust leads and prospects throughout Africa Oil's project areas. 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 First North is E. Öhman J:or Fondkommission AB.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

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