CAP Energy Plc

LSE : CAPP


May 29, 2014 09:56 ET

Final Results

                                                                                                       29 May 2014
                                                                                                      GB00BCHWWB79
                                                         
                                                  CAP ENERGY PLC
                                             ("Cap" or the "Company")
                                                         
                                Audited Results for the year ended 31 December 2013
                                                         
The  text below has been extracted without material adjustment from the Company's audited financial statements for
the year ended 31 December 2013:

For further information please contact:

Cap Energy PLC
Chanelle George, Investor Relations
Tel: +33 616 65 1154
Email: chanelle.george@capenergyplc.com

Martin Groak, CFO
Tel: +44 (0) 207 491 9196
Email: martin.groak@capenergyplc.com

Peterhouse Corporate Finance Limited
Mark Anwyl and Duncan Vasey
Tel: +44 (0) 20 7469 0930
Email: duncan@pcorpfin.com

CAP Energy PLC
25 Dover Street
London W1S 4LX
Tel: +44 (0) 20 7491 9196
Email: info@capenergyplc.com

"Highlights

*       2 block interests acquired off Guinea-Bissau
        o       Infill 2D seismic significantly reinforces original value proposition
        o       3D seismic programme expected early Q3 2014
            
*       New acquisition of Senegal offshore block interest
        o       2D seismic survey underway with results due Q4 2014
            
*       Edison Investment Research very positive on Cap's potential

Chairman's statement

2013 was a transformational year for Cap, the Company having acquired interests in two exploration blocks offshore
Guinea-Bissau.  Building on this, in February 2014, the Company acquired a further interest in  a  block  offshore
Senegal.

Under  the  skilled  guidance of Lina Haidar, our CEO, and Pierantonio Tassini, our COO, Cap has  also  created  a
pipeline  of  prospective  licence  opportunities,  with both pure  exploration  and  near-term  production  being
considered.

Share  price  performance on the ISDX market has been a steady progression - as of the end of April 2014,  the  52
week high was 55 pence per share, coming from a 52 week low of 2.5 pence. Although it is gratifying to see such  a
strong upward movement, we nevertheless believe this significantly undervalues Cap Energy and is a result of  both
the  inherent  lack  of liquidity on the ISDX market, where we are quoted, as well as the very  small  free  float
within the Company. The Board is addressing both these issues and is considering a move to AIM when the timing  is
right - which could be as early as this year.

We  do, however, have extensive seismic programmes to fund across our assets so during 2013 we raised over  USD  3
million;  and in 2014 we have so far raised USD 1.5 million and expect to announce additional investment  shortly.
The  price our new shareholders have paid recently has approached GBP 1.50 per share reflecting a 50% discount  to
the Company's internal valuation of over GBP 3 per share, based on the first CPR carried out by GM&P (available on
the  website). This CPR only reported on the Guinea-Bissau blocks and, furthermore, only used vintage  2D  seismic
data.  A subsequent 2D seismic in-fill survey conducted during the year produced significantly better results  and
upside potential.

Cap's  potential was recently underlined by an independent analyst's report we commissioned from Edison Investment
Research,  a  copy  of which is also available on our website. Their assessment of the upside based  on  our  most
recent  seismic programme is GBP 20 per share before bringing in the Senegal interest. The report also highlighted
one  of  the key features of Cap's portfolio that sets it apart from other small exploration players. The  partner
and  operator  of  our three blocks is a subsidiary of Rex Partners ("Rex") which has access  to  the  proprietary
technologies developed and owned by Rex Technology Management. Among these technologies is Rex Virtual Drilling  -
an  analytical  tool  that  claims to increase dramatically the ability to predict the presence,  or  absence,  of
hydrocarbons. In blind tests in the North Sea, this technology had a reported 85% success record.   In  the  first
real test of the technology - Block 50 offshore the East coast of Oman - Rex's subsidiary found oil with its first
completed well.  Rex has invested in the three blocks where we are partners because their technology has  produced
encouraging results from the analysis of existing seismic.

2014  has  already started with a significant asset acquisition in Senegal. We expect the rest of the year  to  be
full of interesting and positive news flow. Thank you for your support and patience whilst we grow the Company and
put in place a new and exciting future.

Tim Hearley
Chairman

Strategic report for the year ended 31 December 2013

The directors present their strategic report on the Group, for the year ended 31 December 2013.

Financial Results

The  Group  is in a purely exploration phase and therefore no revenues were generated during the year  (2012:  GBP
nil).

There was a loss attributable to shareholders of the Company of GBP 624,660 (2012: loss GBP 40,695).

At the end of the year, the Group had cash balances of GBP 880,704 (2012: GBP 95).

Review of the business

Cap  has  made  significant  progress  in the last 12 months, having acquired  interests  in  three  West  African
exploration  blocks.  We  started building our exploration portfolio in 2013 with a focus on  underdeveloped  West
African assets. By acquiring an 85.7% equity stake in Sphere Petroleum Corporation , we became the owner of a  net
24%  interest  in Block 1, offshore Guinea-Bissau (with a 35% cost interest) and a net 27% interest  in  Block  5B
(also with a 35% cost interest). The region was only lightly explored, with a handful of wells having been drilled
in  the  25  years up to 1989, but a significant discovery by Premier Oil in 2004 and earlier discoveries  to  the
north  (albeit of heavier oil) have indicated a working petroleum system and interest in the region has  increased
significantly in recent times.

Our  partner in and operator of these two blocks is Trace Atlantic, a subsidiary of Rex Partners and, as described
in the Chairman's report, they bring to the exploration effort their proprietary technology that has been shown to
improve  dramatically the ability to predict whether hydrocarbons are present and their technology has given  very
positive  indications  for  these assets, based on historical seismic data. A new 2D  seismic  infill  survey  was
conducted  in Q1 2013 and the results for 5B were particularly interesting. They would indicate, according  to  an
evaluation  by Beicip-Franlab, (a subsidiary of the Institut Francais de Pétrole) potential of 11 billion  barrels
mean  STOIIP  volumes. On this basis, geologists working for Cap have estimated 5B's recoverable resources  to  be
2.75  billion barrels, with an upside up to 5.5 billion barrels. The Rex Virtual Drilling analysis carried out  on
Block 5B gives strong indications of oil presence in many of the leads identified by the seismic survey, which are
split between a medium to deep water zone and an ultra-deep water zone.

A 3D seismic survey of the Guinea-Bissau assets is scheduled for Q3 this year.

Our next acquisition was an indirect 44.1% interest in Block Djiffere, offshore Senegal.  Sencap, our wholly owned
subsidiary,  acquired 49% of Trace Atlantic's subsidiary TAOL Senegal (Djiffere), which operates the  licence  and
has a 90% interest (the national oil company is carried for the first part of the exploration.)

The licence covers an area of 4,459 km2 and although there are no wells, there were six vintage 2D seismic surveys
that were carried out between the 1960s and 1980s which provided sufficient evidence to go into the project. A  35
day, 4,000 km 2D seismic survey was started in the last week of April this year with interpretation due after  six
months.  Again,  Trace  Atlantic,  through their own independent analysis  of  gravimetric  anomalies  (using  the
RexGravity technique), regard this block as having high potential. Also, Senegal has a more favourable tax  regime
than Guinea-Bissau.
Cairn  Energy  is  drilling in the immediate region at this moment and is due to spud another well  in  June.  Any
positive  results will almost certainly have a bearing on the potential value of Cap, in fact, the first  well  is
targeting  a  structure similar to the leads identified in Guinea Bissau Block 5B and the  second  well  has  also
particular significance as the geology is similar to Block Djiffere - our latest acquisition.

Next steps

We  are  in  advanced assessments over the acquisition of acreage in Ivory Coast, São Tomé, and Nigeria.   We  are
looking  very  closely at an AIM listing in the near term, both to provide access to larger funding  opportunities
and  to provide the enhanced liquidity that will allow the true value of the business to be reflected in the share
price.

Principal Risks and Risk Management

Exploration is an inherently extremely risky business:

    *       Even the most promising  prospects can have failures for many reasons, such as:
            o   Hydrocarbons may not be found if there are errors in the underlying geological assumptions or analysis.

            o   Hydrocarbons may have been present, but escaped due to unexpected geological events, such as the seal  breaking.
            o   The reservoir may not flow at commercially viable rates of flow.
            o   The drilling may encounter technical problems which make it impossible or too expensive to reach the target.

    *       The Company may take on commitments for which it then cannot find adequate funding. Although the Company
            can then potentially sell all or part of its assets:
            o       There is no guarantee it can find a buyer.
o       Even if it does find a buyer, the transaction may take too long and the Company's cash resources may
become exhausted.
                 
    *       Operating in Africa is perceived as having high political risks:
            o       There are frequent coups and other forms of political unrest.
            o       There is a risk of nationalisation of private assets.

The Company's risk mitigation strategies include the following:

    *   Partnering with subsidiaries of Rex Partners that have access to the Rex Virtual Drilling, a technology
        that has demonstrated an ability to predict the presence or absence of hydrocarbons.
        
    *   The Company will not normally undertake financial responsibility for drilling. The strategy is to build
        seismic knowledge on each Block to the point where a financially significant number of drillable prospects have
        been worked up - and then sell or farm out the majority of the interest with a carry for at least one well.

    *   The Directors have particularly good contacts at the ministerial level of regional politics and excellent
        local knowledge to inform decisions as to where to seek assets.
        
    *   The Company is considering a move from ISDX to AIM, where substantially larger funding can take place and
        in the meantime has secured the support of a number of key private shareholders, and is actively pursuing other
        sources of funding.

    *   The Group adheres to all current health and safety standards as recommended by the competent worldwide
        standard - setting organisations and to the UK's Anti-Bribery legislation. It also requires its employees and
        third party contractors to confirm in writing their adherence.
        
Signed by order of the board

Lina Haidar
Chief Executive Officer

28 May 2014

Directors' report for the year ended 31 December 2013

The  Directors present their report on the Company and its subsidiaries, Sphere Petroleum Corporation  and  Sencap
Limited (the "Group") together with the audited financial statements for the year ended 31 December 2013.

The  Company was re-registered in England on 12 December 2013 as a public company limited by shares. The Company's
shares are listed on the ICAP Securities & Derivatives Exchange ("ISDX").

Principal activities

The Group's principal activity is the exploration for oil and gas in sub-Saharan Africa. The principal activity of
the  Company  is  that  of a parent holding company which manages the Group's strategic direction  and  underlying
operations.

In February 2013, the Group acquired 85.7% of the shares of Sphere Petroleum Corporation, a British Virgin Islands
(BVI)  registered  company that holds interests in two explorations licences in the Republic of Guinea-Bissau,  as
described  in the Strategic Review above. Cap Energy's interests in Block 1 and Block 5B were officially  gazetted
by the Government of Guinea-Bissau on 19th February 2013. Petroguin, the Guinea-Bissau national oil company, is  a
carried partner during the exploration period.

Block  1  (Corvina  /  4,800  Km2)  and Block 5B (Becuda / 5,500 Km2) are located offshore  Guinea-Bissau  in  the
productive Mauritania-Senegal-Guinea-Bissau-Conakry Basin.

In February 2014, Cap Energy Plc through its wholly-owned subsidiary Sencap Limited acquired a 49% equity stake in
TAOL  Senegal  (Djiffere) Limited (a subsidiary of Trace Atlantic Oil Limited), which has a 90%  interest  in  the
Djiffere  Offshore Licence and is the Licence Operator. The Block Djiffere Offshore licence area covers 4,459  km2
in the shallow waters of the Senegal (Mauritania-Senegal-Gambia-Bissau-Conakry) Basin.

Below  is a summary of the Group's interests and partners in the three exploration blocks as at the date  of  this
report:

Guinea-Bissau        Block 1, (Corvina)    Licence Participants             Effective Interest     Cost Interest
                                           Trace Atlantic Oil (operator)    52%                    65%
                                           Cap Energy                       24%                    35%
                                           Petroguin (NOC)                  20%                    -
                                           SPQSC *                          4%                     -
Guinea-Bissau        Block 5B, (Becuda)    Licence Participants             Effective Interest     Cost Interest
                                           Trace Atlantic Oil (operator)    58.5%                  65%
                                           Cap Energy                       27%                    35%
                                           Petroguin (NOC)                  10%                    -
                                           SPQSC                            4%                     -
Senegal              Block Djiffere        Licence Participants             Effective Interest     Cost Interest
                                           Trace Atlantic Oil (operator)    45.9%                  51%
                                           Cap Energy                       44.1%                  49%
                                           Petrosen (NOC)                   10%                    -
*Minority shareholder in Sphere Petroleum Corporation and carried during first and second exploration periods  (2D
and 3D surveys)

The  Board  is  convinced of the potential for significant shareholders' value generation in  sub-Saharan  African
exploration & production and is committed to materially expanding its asset base and activity in the region.

The  Strategic  Report,   which is set out on pages 3 to 4 provides a comprehensive  review  of  the  development,
performance and future prospects of the business  for the year ended 31 December 2013 including description of the
company's strategy, business models and business overview.

Results and dividends

The  results for the Group for the year and the Group and Company's financial position at the end of the year  are
shown in the attached financial statements.

The directors do not recommend the payment of a final dividend (year ended 31 December 2012: GBP nil).

Business review and future developments

A full review of the business is to be found in the Strategic Review above.

Political and charitable contributions

The  Group  has  not  made  any political contributions. It is, however, contributing  to  Guinea-Bissau's  Social
Development  Programme which focusses on medical and educational development. The Company  has  so  far  made  USD
30,000  available  in  cash  (yet  to  be disbursed) and has, through its high level  contacts,  encouraged  other
companies in the target sectors to make contributions in kind.


Financial risk management

Details  of the Group's exposure to a variety of financial risks and management programme that seeks to limit  the
adverse  effects  on  the financial performance of the Group are set out in Note 24 to the consolidated  financial
statements.

Going concern
    
The  operations  of  the Group are currently being financed from funds which the Company has raised  from  private
placings of its shares and loans from certain of its shareholders. The Group has not yet earned revenue as  it  is
still  in  the exploration phase of its business. The Group is reliant on the continuing support from its existing
and the expected support of future shareholders.

The  Company  holds  cash balances of GBP 880,704 at 31 December 2013 and has funding plans in place  for  further
capital  to meet the Group's planned activities. As set out in Note 15, the Group holds interests in two  oil  and
gas exploration licences offshore Guinea-Bissau.

In  order  to fund its share of the exploration and other licence costs, to meet day-to-day operating expenditures
and add further exploration interests to the Group, it will need to raise further funds from a number of different
sources which may include equity issues or a sale or farm-out of part of its interest in its licences.

The Board believes that the Group will be able to raise, as required, sufficient cash or reduce its commitments to
enable  it to continue its operations, including the pursuit of future exploration opportunities, and to  continue
to  meet, as and when they fall due, its liabilities for at least the next twelve months from the date of approval
of these financial statements. The financial statements have, therefore, been prepared on the going concern basis.

However,  there  can  be  no  guarantee that the required funds will be raised  within  the  necessary  timeframe.
Consequently  a material uncertainty exists that may cast significant doubt on the Group's ability  to  fund  this
cash shortfall and therefore be able to meet its commitments and discharge its liabilities in the normal course of
business  for a period not less than twelve months from the date of this report. The financial statements  do  not
include the adjustments that would result if the Group was unable to continue in operation.

Directors

The directors who served the Company during the year or have been appointed thereafter, are shown below:

Tim Hearley, Non-Executive Chairman
Lina Haidar, Chief Executive Officer
Pierantonio Tassini, Chief Operating Officer
Alexander Haly, Non-Executive Director

At  the  forthcoming Annual General Meeting in accordance with the Company's Articles of Association, Lina  Haidar
will retire by rotation and being eligible, will offer herself for re-election.

Directors' remuneration

The fees paid to the Directors during the year ended 31 December 2013 was as follows:

                                                          31 Dec             31 Dec
                                                           2013                2012
                                                         GBP'000            GBP'000
Tim Hearley                                                 20                 -
LIna Haidar                                                 115                -
Pierantonio Tassini                                         101                -
Alexander Haly                                              7                  -
Waiver of amounts accrued in prior years                    -                  (17)
                                                            243                (17)
                                                                        
Post balance sheet events
As  detailed  in  Note 27(a), on 19  February  2014, Sencap Limited ("Sencap"), a newly formed subsidiary  of  the
Company,   acquired   from  Trace   Atlantic  Oil  Limited  ("TAOL") a 49  per  cent  interest  in  TAOL   Senegal
(Djiffere)  Limited  ("TAOL Djiffere"),  the  company  holding a 90% interest in the Block Djiffere Licence.  TAOL
is  the owner of the remaining 51 per cent interest in TAOL Djiffere which is also the operating partner in  Block
Djiffere. Sencap is wholly owned by the Company.

As  detailed in Note 27(b), the final USD1,500,000 tranche of the USD3,500,000 subscription agreement announced on
3  October  2013 was received on 26 February 2014 and 621,999 new ordinary shares of 5p each in the  Company  were
issued at a price of 148 pence per share.

Employees

The  Group places considerable value on the involvement of its employees and has continued its practice of keeping
them  informed  of  matters affecting them as employees and the various factors affecting the performance  of  the
Group.

The  directors recognise that continued and sustained improvement in the performance of the Group depends  on  its
ability to attract, motivate and retain employees of the highest calibre. Furthermore, the directors believe  that
the Group's ability to sustain a competitive advantage over the long term depends in a large part on ensuring that
all employees contribute to the maximum of their potential. The Group is committed to improving the performance of
all employees through development and training.

The  Group  is  an  equal  opportunity employer. The Group's policies seek to promote  an  environment  free  from
discrimination,  harassment  and  victimisation and to ensure that  no  employee  or  applicant  is  treated  less
favourably on the grounds of gender, marital status, age, race, colour, nationality or national origin, disability
or  sexual  orientation or is disadvantaged by conditions or requirements, which cannot objectively be  justified.
Entry  into,  and progression within the Group, is solely determined on the basis of work criteria and  individual
merit.

The  Group continues to give full and fair consideration to applications for employment made by disabled  persons,
having  regard to their respective aptitudes and abilities. The policy includes, where practicable, the  continued
employment  of  those  who may become disabled during their employment and the provision of  training  and  career
development and promotion, where appropriate.

Directors' responsibilities statement in respect of the annual report and the financial statements

The  directors  are  responsible  for  preparing the Annual Report and the  Group  and  parent  company  financial
statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under company law  the
directors must not approve the financial statements unless they are satisfied that they give a true and fair  view
of  the  state  of  affairs of the Group and Company and of the profit or loss of the group for  that  period.  In
preparing these financial statements, the Directors are required to:

      * select suitable accounting policies and then apply them consistently;
      * make judgements and accounting estimates that are reasonable and prudent;
      * prepare  the  financial statements on the going concern basis unless it is inappropriate  to  assume  that
        company will continue in business.

The  directors are responsible for keeping adequate accounting records that are sufficient to show and explain the
Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and
the  Group  and enable them to ensure that the financial statements comply with the Companies Act 2006.  They  are
also  responsible  for safeguarding the assets of the Company and the Group and hence for taking reasonable  steps
for the prevention and detection of fraud and other irregularities.

Under  applicable  law and regulations, the directors are also responsible for preparing a Directors'  report  and
Strategic report that complies with that law and those regulations.

The  directors are responsible for the maintenance and integrity of the website. Legislation in the United Kingdom
concerning  the  preparation  and  dissemination of financial statements may  differ  from  legislation  in  other
jurisdictions.

Provision of information to auditors

Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that:
    
    *    so far as that director is aware, there is no relevant audit information of which the Company's auditors
         are unaware, and
    
    *    that director has taken all the steps that ought to have been taken as a director in order to be aware of
         any information needed by the Company's auditors in connection with preparing their report and to establish   that the Company's auditors are aware of that information.

Substantial interests
The  directors have been notified of the following substantial shareholdings in excess of 3% of the ordinary share
capital of the Company as at 31 December 2013.

                                                No. of ordinary shares            Percentage

Global Energy Trade Limited                              23,174,128                 81.56%
Anthony Haly                                              1,200,000                  4.22%
Mourad Haidar                                               870,798                  3.06%

Except  as referred to above, the directors are not aware of any person who was interested in 3.0% or more of  the
issued share capital of the company or could directly or indirectly, jointly or severally, exercise control.

Corporate governance

The  Board  recognises  the  value of good governance and complies with the provisions  of  the  Quoted  Companies
Alliance Guidelines insofar as possible for a company of the size and nature of the Company.

The  Board  is  responsible for formulating, reviewing and approving the Group's strategy, budgets  and  corporate
actions. The Board holds Board meetings at least four times a year and at other times as and when required.

Independent Auditors

On 13 March 2014, Ashings Limited resigned as auditors to the Company and Crowe Clark Whitehill LLP were appointed
in  their place. In accordance with Section 489 of the Companies Act 2006, a resolution proposing that Crowe Clark
Whitehill LLP be re-appointed will be proposed at the Annual General Meeting.

Annual General Meeting

A notice of the Annual General Meeting will be issued separately.

Signed by order of the board

Tim Hearley
Chairman

Date 28 May 2014

                              INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF CAP ENERGY PLC

We have audited the Group and Parent Company financial statements of Cap Energy Plc for the year ended 31 December
2013  which  comprise  Consolidated  Statement of Comprehensive Income, the Consolidated  Statement  of  Financial
Position,  the Consolidated Cash Flow Statement, the Consolidated Statement of Changes in Equity and  the  related
notes  numbered 1 to 28 and the Company Balance Sheet, the Reconciliation in Shareholder's Funds and  the  company
related notes numbered 1 to 14.

The  financial  reporting framework that has been applied in the preparation of the Group financial statements  is
applicable  law  and  International Financial Reporting Standards (IFRSs) as adopted by the  European  Union.  The
financial  reporting framework that has been applied in the preparation of the Parent Company financial statements
is applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice).

This  report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part  16  of  the
Companies  Act  2006.  Our  audit work has been undertaken so that we might state to the company's  members  those
matters  we  are required to state to them in an auditor's report and for no other purpose. To the fullest  extent
permitted  by  law, we do not accept or assume responsibility to anyone other than the company and  the  company's
members as a body, for our audit work, for this report, or for the opinions we have formed.

Respective responsibilities of directors and auditors

As  explained  more fully in the Statement of Directors' Responsibilities, the directors are responsible  for  the
preparation  of  the  financial  statements and for being satisfied that they give  a  true  and  fair  view.  Our
responsibility  is to audit and express an opinion on the financial statements in accordance with  applicable  law
and  International Standards on Auditing (UK and Ireland). Those standards require us to comply with the  Auditing
Practices Board's Ethical Standards for Auditors.

Scope of the audit of the financial statements

An  audit involves obtaining evidence about the amounts and disclosures in the financial statements sufficient  to
give  reasonable  assurance that the financial statements are free from material misstatement, whether  caused  by
fraud  or  error. This includes an assessment of whether the accounting policies are appropriate to the  company's
circumstances  and  have  been  consistently applied and adequately disclosed, the reasonableness  of  significant
accounting estimates made by the directors and the overall presentation of the financial statements.

In  addition,  we  read  all  the financial and non-financial information in the Chairman's  Statement,  Strategic
Report,  Directors'  Report  to identify material inconsistencies with the audited  financial  statements  and  to
identify  any information that is apparently materially incorrect based on, or materially inconsistent  with,  the
knowledge acquired by us during the course of our audit. If we become aware of any apparent material misstatements
or inconsistencies we consider the implications for our report.

Opinion on financial statements

In our opinion:

    *        the  financial  statements give a true and fair view of the state of the group's and  of  the  parent
             company's affairs as at 31 December 2013 and of the group's loss for the year then ended;
    *        the group financial statements have been properly prepared in accordance with IFRSs as adopted by the
             European Union;
    *        the parent company financial statements have been properly prepared in accordance with United Kingdom
             Generally Accepted Accounting Practice; and
    *        the financial statements have been prepared in accordance with the requirements of the Companies  Act
             2006.

Emphasis of matter - Going concern

In  forming our opinion on the financial statements, which is not modified, we have considered the adequacy of the
disclosure made in note 2 regarding the Company's ability to continue as a going concern. The future operations of
the  Group  are  dependent  on  the Company raising additional funding  to cover  both  working  capital  and  the
operational  needs of the Group's exploration activities and note 2 of the financial statements describe  how  the
Company  may be able to raise such future finance. Notwithstanding the Board's belief that the Group will be  able
to  raise  the required finance, this indicates the existence of a material uncertainty which may cast significant
doubt  about  the  Company's ability to continue as a going concern. The financial statements do not  include  the
adjustments that would result if the Company were not to continue as a going concern.

Opinion on other matter prescribed by the Companies Act 2006

In our opinion:

    *       the information given in the Strategic Report and Directors' Report for the financial year for which the
            financial statements are prepared is consistent with the financial statements.

Matters on which we are required to report by exception

We  have nothing to report in respect of the following matters where the Companies Act 2006 requires us to  report
to you if, in our opinion:

    *       adequate accounting records have not been kept by the parent company, or returns adequate for our audit
            have not been received from branches not visited by us; or
    *       the parent company financial statements are not in agreement with the accounting records and returns; or
    *       certain disclosures of directors' remuneration specified by law are not made; or
    *       we have not received all the information and explanations we require for our audit.

Leo Malkin
Senior Statutory Auditor
For and on behalf of
Crowe Clark Whitehill LLP
Statutory Auditor
London
28 May 2014

Cap Energy Plc
Consolidated statement of comprehensive income
Year ended 31 December 2013
                                                                                             
                                                                                             
                                                             Year ended 31    Year ended 31
                                                                       Dec              Dec
                                                                      2013             2012
                                      Note                             GBP              GBP

                                                                              
Administrative expenses                                          (624,559)        (114,425)
                                                                              
Operating loss                                                   (624,559)        (114,425)
                                                                              
Gain on disposal of subsidiary           5                         -                24,532
                                                                              
Finance income                                                        559              -
Finance costs                            6                            (50)          49,198
                                                                               
Loss before taxation                     7                       (624,050)         (40,695)
                                                                              
Income tax expense                       9                              -                -
Loss for the year                                                (624,050)         (40,695)
                                                             
        Attributable to:                                             
-       Owners of the parent                                     (624,660)         (40,695)                
-       Non-controlling interests                                     610                -

     
                                                                 (624,050)         (40,695)               

                                                                              
Other comprehensive                                                           
income/(expense):
Items that may be subsequently                                                
reclassified to profit or loss
Currency translation differences                                        -                -
Total comprehensive loss                                         (624,050)         (40,695)
                                                                                               
Attributable to:                                                                              
    -       Owners of the parent                                 (624,660)         (40,695)
    -       Non-controlling interests                                 610                -
                                                                                              
Total comprehensive loss for the year                            (624,050)         (40,695)

                                                                                              
Total comprehensive loss                                                                      
attributable to equity
shareholders arises from:
    -       Continuing operations                                (624,050)         (69,492)
    -       Discontinued operations                                     -           28,797
                                                                 (624,050)         (40,695)
                                                                                              
                                      Note                                       (Restated)
Basic and diluted loss per share                             
attributable to owners of the           11                   
Parent (pence per share):                                    

    -       Continuing operations                                   (5.47)           (2.24)
    -       Discontinued operations                                     -             0.84

Total loss per share                                                (5.47)           (1.40)

The notes on pages 12 to 43 form an integral part of these consolidated financial statements.



Cap Energy Plc
Consolidated statement of financial position
As at 31 December 2013
                                                                                                   
                                                    31 Dec           31 Dec          1 Jan
                                                    2013             2012            2012
                                             Note    GBP              GBP             GBP
                                                                         (Restated)                
ASSETS                                                                               
                                                                                     
NON-CURRENT ASSETS                                                                   
Property, plant and equipment                 12        18,511          1,719           -
Intangible assets                             13     2,508,144              -        269,056
                                                                                     
                                                                                     
                                                     2,526,656          1,719        269,056
                                                                                     
CURRENT ASSETS                                                                       
Advance payments for acquisition of           16             -        218,549              -
subsidiary
Other receivables, deposits                                                          
  and prepayments                             17        32,538          3,598            115
Cash and cash equivalents                     22       880,704             95            187
                                                                                     
                                                       913,106        222,242            302
                                                                                     
                                                                                     
TOTAL ASSETS                                         3,439,762        223,961        269,358
                                                                                     
EQUITY AND LIABILITIES                                                               
                                                                                      
Share capital                                 18     1,420,681        238,387         43,987
Share premium account                                  595,721      1,580,384      1,379,834
Own shares                                    19          (132)          (132)             -
Foreign exchange reserve                                    -               -          6,805
Accumulated losses                                     987,377     (1,858,687)    (1,824,797)
                                                                                     
TOTAL EQUITY ATTRIBUTABLE TO THE OWNERS               3,003,647       (40,048)      (394,171)
OF THE PARENT                                                        
                                                                     
Non-controlling interests                               242,657             -               -
                                                                                     
Total equity                                          3,246,304       (40,048)      (394,171)
                                                                                     
CURRENT LIABILITIES
Bank loans and overdrafts                      20            -             68              -
Trade payables                                          24,639             -               -
Amounts due to directors                                     -             -          38,919
Amounts due to shareholders                    21       26,008        228,068              -
Other payables                                          13,673         32,848         24,828
Accruals and deferred income                           129,137          3,025         92,296
                                                                                            
                                                       193,458        264,009        156,041
                                                                                     
                                                                                     
NON CURRENT LIABILITIES                                                              
Other loans                                    20            -              -        507,490
                                                                                                    
TOTAL LIABILITIES                                      193,458         264,009       663,529   
                                                                                     
                                                                                                   
TOTAL EQUITY AND LIABILITIES                         3,439,762         223,961       269,358
                                                                                     

The notes on pages 12 to 43 form an integral part of these consolidated financial statements.

The  financial statements on pages 12 to 51 were authorised for issue by the board of directors on 28 May 2014 and
were signed on its behalf.

Lina Haidar
Chief Executive Officer


Cap Energy Plc
Consolidated statement of changes in equity
Year ended 31 December 2013


                                     Attributable to owners of the parent
                                                                                                              
                              Share     Share      Own   Foreign   Accumulated    Total         Non-        Total
                            capital   premium   shares   exchange      losses             controlling       equity
                                                          reserve                            interest
                                                         
                                GBP       GBP      GBP       GBP         GBP       GBP         GBP         GBP
                                                                                                            
                                                                                                            
Balance at 1 January           43,987  1,379,834     -     6,805   (1,824,797)  (394,171)        -    (394,171)
2012
                                                                                                               
Loss for the year                   -         -      -        -       (40,695)   (40,695)        -     (40,695)
                                                                                 
Foreign currency                    -         -      -    (6,805)       6,805          -         -           -
translation                                                                                        
differences   
                                                                                                                   

Total comprehensive               -         -        -    (6,805)     (33,890)   (40,695)        -     (40,695)
income for the year                                                                       


Issue of shares               194,400   200,550      -         -           -     394,950         -     394,950  

Balance at 31 December        238,387 1,580,384      -         -   (1,858,687)   (39,916)        -     (39,916)
2012 as previously                                                                                              
reported                        
                                                                                                                       
Prior year adjustment            -         -      (132)        -             -      (132)        -        (132)

Balance at 31 December                                                                                                 
2012 as restated              238,387 1,580,384   (132)        -   (1,858,687)   (40,048)        -     (40,048)
                                                                                                                     
Loss for the year                -            -      -         -     (624,660)  (624,660)      610    (624,050)
                                                                                                                        

Issue of ordinary shares    1,221,882 2,446,473      -         -            -  3,668,355         -   3,668,355
Cancellation of deferred      (39,588)       -       -         -       39,588          -         -          -
shares                                  

Capital reduction                  - (3,431,136)     -         -    3,431,136         -          -          -     
                                                                                                                   
                                                                                                      
Non-controlling interest           -       -         -         -          -           -     242,047    242,047 
                                                                                            
arising on acquisition                               -
of subsidiary
                                                                                                              
Balance at 31 December      1,420,681  595,721   (132)        -      987,377   3,003,647    242,657  3,246,304
2013



The notes on pages 12 to 43 form an integral part of these consolidated financial statements.

Own shares relate to the holding of 25,655 unallocated and unvested ordinary shares in the Company by
The Cap Energy Employee Benefit Trust.




Consolidated cash flows year ended 31 December 2013                                                                   
                                                       Year ended     Year ended
                                                        31 Dec         31 Dec   
                                                          2013          2012                                           
                                               Note        GBP           GBP                                           
Cash flow from operating activities                                                                                 
                                                                                                                    
Loss before taxation                                    (624,050)      (40,695)                                     
Adjustments for:-                                                                                                   
Depreciation of plant and equipment                        7,030           573
                                          
Gain on disposal of subsidiary                                -        (24,532)                                     
Interest income                                            (559)            -                                          
Interest charges                                             50        (49,198)                      
                                                                                                     
Operating cash flow before working capital             (617,529)      (113,852)                                    
changes

Increase in other receivables and deposits              (28,940)        (3,483)                                      

Decrease in trade payables                             (232,138)             -                             
Decrease in amounts due to Directors                         -         (38,919)
Loans advanced from/(repaid to)                                                                      
shareholders                                           (202,060)       228,068
                                                                       
Increase in other payables                               19,552         33,415
                                                                       
Increase/(decrease) in accruals and                                                                  
deferred income                                         126,111        (82,936)

                                                                                                    
                                                       (973,354)        22,293                        
                                                                                                     

Interest income                                             559            -                                            
Interest charges                                            (50)        49,198                                       
                                                                                                     
Net cash flow from operating activities                (972,845)        71,491                                       
                                                                                                     
Cash flow used in investing activities
                                                                                                                    
Purchase of property, plant and equipment               (23,882)        (2,992)                                      
Funds used in exploration and evaluation               (561,320)      (218,549)                                    
Net cash on disposal of subsidiary                          -             (110)                                        
Net cash consideration on acquisition of                                                                            
subsidiary                                           (1,129,631)             -
                                                                                                                    
Net cash flow used in investing activities           (1,714,833)      (221,651)
                                                     
                                                        
Net cash flow from financing activities                                               

Proceeds from issue of shares                         3,568,355        150,000        
                                                                                      
Net (decrease)/increase in cash and cash                                                                            
equivalents                                             880,677           (160) 
                                       
Cash and cash equivalents at beginning of                                                                           
the year                                                     27            187
                                                                                      
Cash and cash equivalents at end of the                                               
year                                            22      880,704             27
Cap Energy PLC


The notes on pages 12 to 43 form an integral part of these consolidated financial statements.
Cap Energy Plc
Notes to the consolidated financial statements for the year ended 31 December 2013

1.      General information
        
      Cap  Energy  Plc  is an independent upstream oil and gas company focused on the exploration, production  and
      development of conventional oil and gas assets in sub-Saharan Africa. The principal activity of the  Company
      is  that  of  a  parent  holding  company  which  manages the Group's  strategic  direction  and  underlying
      subsidiaries.
      
      The  Company was re-registered in England on 12 December 2013 as a public company limited by shares  and  is
      domiciled  in England and incorporated and registered in England and Wales. The Company's shares are  listed
      on  the  ICAP Securities & Derivatives Exchange ("ISDX"). The address of its registered office is  25  Dover
      Street, London W1S 4LX. The registered number of the Company is 05351398.
      
      The  consolidated financial statements of Cap Energy Plc and its subsidiaries (collectively, the Group)  for
      the  year  ended 31 December 2013 were authorised for issue in accordance with a resolution of the directors
      on 28 May 2014.
      
2.    Summary of significant accounting policies
      
      The  principal accounting policies applied in the preparation of these consolidated financial statements are
      set out below. These policies have been consistently applied unless otherwise stated.
        
        a)   Basis of preparation
               
             The  consolidated  financial  statements of Cap Energy Plc have  been  prepared  in  accordance  with
             International  Financial Reporting Standards as adopted by the European Union (IFRSs  as  adopted  by
             the  EU),  issued  by the International Accounting Standards Board (IASB), including  interpretations
             issued  by the International Financial Reporting Interpretations Committee (IFRIC), and the Companies
             Act  2006  applicable to companies reporting under IFRS. The consolidated financial  statements  have
             been  prepared under the historical cost convention, as modified for any financial assets  which  are
             stated at fair value through profit or loss. The consolidated financial statements of Cap Energy  Plc
             are  presented in pounds sterling, which is the presentation currency for the consolidated  financial
             statements.  The  functional currency of each of the group entities is the  local  currency  of  each
             individual entity as disclosed in Note 1(h) below.
             
             For  all  periods  up  to  and  including the year ended 31 December 2011,  the  Group  prepared  its
             financial  statements  in  accordance with generally accepted accounting  principles  in  the  United
             Kingdom  (UK GAAP). These financial statements for the year ended 31 December 2013 are the first  the
             Group  has  prepared in accordance with IFRS. Refer to Note 2 (v) for information on  how  the  Group
             adopted IFRS.
             
             The  preparation of financial statements in conformity with IFRS requires the use of certain critical
             accounting  estimates.  It  also  requires management to exercise its  judgment  in  the  process  of
             applying  the  Group's  accounting policies. The areas involving a  higher  degree  of  judgment  and
             complexity,  or  areas where assumptions and estimates are significant to the consolidated  financial
             statements are disclosed in note 3.
             
             The  individual financial information of each group entity is measured and presented in the  currency
             of  the  primary  economic  environment in which the entity operates (its functional  currency).  The
             consolidated  financial  information of the Group is presented  in  Pounds  Sterling,  which  is  the
             presentation  currency for the Group. The functional currency of each of the Group  entities  is  the
             local currency of each individual entity.

        (b)   Going concern
    
                  The operations of the Group are currently being financed from funds which the Company has raised
             from  private  placings of its shares and loans from certain of its shareholders. The Group  has  not
             yet  earned revenue as it is still in the exploration phase of its business. The Group is reliant  on
             the continuing support from its existing and the expected support of future shareholders.
    
                  The Company holds cash balances of GBP880,704 at 31 December 2013 and has funding plans in place
             for  further  capital to meet the Group's planned activities. As set out in Note 15, the Group  holds
             interests in two oil and gas exploration licences offshore Guinea-Bissau.
    
                  In  order  to  fund  its share of the exploration and other licence costs,  to  meet  day-to-day
             operating  expenditures and add further exploration interests to the Group, it  will  need  to  raise
             further  funds from a number of different sources which may include equity issues or a sale or  farm-
             out of part of its interest in its licences.
    
                  The  Board believes that the Group will be able to raise, as required, sufficient cash or reduce
             its  commitments to enable it to continue its operations, including the pursuit of future exploration
             opportunities, and to continue to meet, as and when they fall due, its liabilities for at  least  the
             next  twelve months from the date of approval of these financial statements. The financial statements
             have, therefore, been prepared on the going concern basis.
    
                  However,  there can be no guarantee that the required funds will be raised within the  necessary
             timeframe. Consequently a material uncertainty exists that may cast significant doubt on the  Group's
             ability  to fund this cash shortfall and therefore be able to meet its commitments and discharge  its
             liabilities in the normal course of business for a period not less than twelve months from  the  date
             of  this  report. The financial statements do not include the adjustments that would  result  if  the
             Group was unable to continue in operation.
    
        (c)  Adoption of new and revised International Financial Reporting Standards
    
                  The  following new and revised Standards and Interpretations have been adopted and have affected
             the  presentation and disclosures reported in these financial statements. Details of other  Standards
             and  Interpretations  adopted  in  these  financial  statements  but  that  have  had  no  effect  on
             presentation or disclosures reported are set out in (ii) below.
            
            (i)     Standards and Interpretations affecting the presentation and disclosure in the financial statements

                     Amendment to IAS 1, 'Financial statement presentation' regarding other comprehensive  income.
                     The  main change resulting from these amendments is a requirement for entities to group items
                     presented  in  'other  comprehensive income' on the basis of  whether  they  are  potentially
                     reclassifiable to profit or loss subsequently (reclassification adjustments).
                     
                     IFRS  12  'Disclosures  of interests in other entities' includes the disclosure  requirements
                     for all forms of interests in other entities, including joint arrangement.
                     
            (ii)    Standards and Interpretations adopted with no effect on the financial statements

                     IFRS 10 'Consolidated financial statements' builds on existing principles by identifying  the
                     concept  of control as the determining factor in whether an entity should be included  within
                     the   consolidated  financial  statements  of  the  parent  company.  The  standard  provides
                     additional  guidance  to assist in the determination of control where this  is  difficult  to
                     assess.
                     
                     IFRS  13,  'Fair  value  measurement', aims to improve consistency and reduce  complexity  by
                     providing  a  precise definition of fair value and a single source of fair value  measurement
                     and  disclosure requirements for use across IFRSs. The requirements do not extend the use  of
                     fair  value  accounting but provide guidance on how it should be applied  where  its  use  is
                     already required or permitted by other standards within IFRSs.
                     
            (iii)   Standards, amendments and interpretations to published standards not yet effective

                     At  the  date  of approval of the consolidated financial statements, the following  Standards
                     and  Interpretations  which  have not been applied in the consolidated  financial  statements
                     were  in issue but not yet effective (and in some cases had not yet been adopted by the  EU).
                     The transfer to these new or revised standards and interpretations is not expected to have  a
                     material impact on the consolidated financial statements of the Group in future periods.
             
             
             IFRS 10                                                          Consolidated Financial Statements
             IFRS 11                                                                         Joint Arrangements
             IFRS 12                                                  Disclosure of Interests in Other Entities
             IAS 27                                                              Separate Financial Statements
             IAS 28 (revised)                                      Investments in Associates and Joint Ventures
             IFRS 14                                                               Regulatory Deferral Accounts
             IFRS 10, IFRS 12 and IAS 27                                        Amendments: Investment Entities
             IFRIC 21Levies
             IFRIC 14Regulatory Deferral Accounts
             IAS 39                     Amendment: Novation of Derivatives and Continuation of Hedge Accounting
             IAS 36                          Amendment: Recoverable Amount Disclosures for non-Financial Assets
             IAS 16                              Amendment: Clarification of Acceptable Methods of Depreciation
             IAS 38                              Amendment: Clarification of Acceptable Methods of Amortisation
               IAS 19                                 Amendment: Defined Benefit Plans - Employee Contributions



             The  Directors do not anticipate that the adoption of these standards and interpretations  in  future
             reporting periods will have a material impact on the Group's reported results.
      
      (d)   Basis of consolidation

            A  subsidiary is defined as an entity 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 deconsolidated  from
            the date that control ceases.

            Business  combinations are accounted for under the acquisition method. Under the  acquisition  method,
            the  results of the subsidiaries acquired or disposed of are included from the date of acquisition  or
            up  to  the  date  of  disposal. At the date of acquisition, the fair values of the subsidiaries'  net
            assets  are  determined and these values are reflected in the consolidated financial  statements.  The
            cost  of  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, plus any costs directly attributable to the business combination.  Any
            excess  of  the  purchase  consideration  of the business combination  over  the  fair  value  of  the
            identifiable  assets  and liabilities acquired is recognised as goodwill. Goodwill,  if  any,  is  not
            amortised  but reviewed for impairment at least annually. If the consideration is less than  the  fair
            value  of  assets and liabilities acquired, the difference is recognised directly in the statement  of
            comprehensive income.
            
            Acquisition-related costs are expensed as incurred.
            
            Intra-group  transactions,  balances and unrealised gains on transactions are  eliminated;  unrealised
            losses  are also eliminated unless cost cannot be recovered. Where necessary, adjustments are made  to
            the  financial statements of subsidiaries to ensure consistency of accounting policies with  those  of
            the Group.
            
            The  Company  includes the assets and liabilities of the Employee Benefit Trust (''EBT'')  within  its
            Statement  of  Financial  Position.  In  the event of the winding  up  of  the  Company,  neither  the
            shareholders nor creditors would be entitled to the assets of the EBT.
            
            Company  shares  held  by  the EBT are deducted from the shareholders' funds and  classified  as  'Own
            Shares' until such time as they vest unconditionally to participating employees.
                 
           (e)    Oil and gas exploration and evaluation expenditure
      
            All  exploration  and  evaluation costs incurred or acquired on the acquisition of  a  subsidiary  are
            accumulated  in  respect of each identifiable project area. These costs are classified  as  intangible
            assets  and  are only carried forward to the extent that they are expected to be recouped through  the
            successful development of the area or where activities in the area have not yet reached a stage  which
            permits  reasonable  assessment  of  the existence of economically  recoverable  reserves  (successful
            efforts).  Other  costs  are  written off unless commercial reserves  have  been  established  or  the
            determination process has not been completed. Accumulated costs in relation to an abandoned  area  are
            written off in full against profit in the year in which the decision to abandon the area is made.
            
            When  production  commences the accumulated costs for the relevant area of  interest  are  transferred
            from  intangible  assets to tangible assets as 'Developed Oil and Gas Assets' and amortised  over  the
            life of the area according to the rate of depletion of the economically recoverable costs.
            
           (f)     Impairment of oil and gas exploration and evaluation assets
            
            The  carrying  value  of unevaluated areas is assessed at least annually or when  there  has  been  an
            indication  that  impairment in value may have occurred. The impairment of  unevaluated  prospects  is
            assessed  based  on  the  Directors' intention with regard to future exploration  and  development  of
            individual  significant  areas  and  the  ability to obtain funds  to  finance  such  exploration  and
            development.
            
            
           (g)     Decommissioning costs
            
            Where  a  material liability for the removal of production facilities and site restoration at the  end
            of  the  field  life  exists, a provision for decommissioning is made. The amount  recognised  is  the
            present  value  of  estimated future expenditure determined in accordance with  local  conditions  and
            requirements. An asset of an amount equivalent to the provision is also created and depreciated  on  a
            unit  of  production  basis.  Changes  in estimates are recognised prospectively,  with  corresponding
            adjustments to the provision and the associated asset.
            
           (h)   Functional and foreign currencies
        
            (i)     Functional and presentation currency

                   The  individual financial statements of each entity in the Group are presented in the  currency
                   of  the  primary  economic environment in which the entity operates, which  is  the  functional
                   currency.
          
                   The  consolidated financial statements are presented in Pounds Sterling, which is  the  Group's
                   presentation currency.
    
            (ii)    Transactions and balances

                   Transactions  in foreign currencies are converted into the respective functional currencies  on
                   initial  recognition, using the exchange rates approximating those ruling  at  the  transaction
                   dates. Monetary assets and liabilities at the end of the reporting period are translated at the
                   rates ruling as of that date. Non-monetary assets and liabilities are translated using exchange
                   rates that existed when the values were determined. All exchange differences are recognised  in
                   profit or loss.
          
            (iii)   Foreign operations

                   Assets and liabilities of foreign operations are translated to Pounds Sterling at the rates  of
                   exchange ruling at the end of the reporting period. Revenues and expenses of foreign operations
                   are  translated  at  exchange  rates  ruling at the dates of  the  transactions.  All  exchange
                   differences  arising  from  translation are taken directly to other  comprehensive  income  and
                   accumulated  in  equity under the foreign exchange translation reserve. On the  disposal  of  a
                   foreign  operation, the cumulative amount recognised in other comprehensive income relating  to
                   that particular foreign operation is reclassified from equity to profit or loss.
                         
                   Goodwill  and  fair  value adjustments arising from the acquisition of foreign  operations  are
                   treated  as assets and liabilities of the foreign operations and are recorded in the functional
                   currency  of  the  foreign operations and translated at the closing rate  at  the  end  of  the
                   reporting period. Exchange differences are recognised in other comprehensive income.
                         
            (i)  Financial instruments
                 
            Financial  instruments  are  recognised in the statements of financial position  when  the  Group  has
            become a party to the contractual provisions of the instruments.
            
            Financial instruments are classified as liabilities or equity in accordance with the substance of  the
            contractual  arrangement.  Interest, dividends, gains and losses relating to  a  financial  instrument
            classified as a liability are reported as an expense or income. Distributions to holders of  financial
            instruments classified as equity are charged directly to equity.
            
            Financial instruments are offset when the Group has a legally enforceable right to offset and  intends
            to settle either on a net basis or to realise the asset and settle the liability simultaneously.
            
            A  financial  instrument is recognised initially at its fair value plus, in the case  of  a  financial
            instrument  not at fair value through profit or loss, transaction costs that are directly attributable
            to the acquisition or issue of the financial instrument.
            
            Financial  instruments  recognised  in  the statements of financial  position  are  disclosed  in  the
            individual policy statement associated with each item.
                 
            Financial  assets  are  derecognised  when the contractual rights  to  receive  cash  flows  from  the
            financial  assets  have  expired or have been transferred and the Group has transferred  substantially
            all  the  risks  and rewards of ownership. On derecognition of a financial asset in its entirety,  the
            difference  between the carrying amount and the sum of the consideration received and  any  cumulative
            gain or loss that had been recognised in other comprehensive income is recognised in profit or loss.
            
            (i)   Financial assets

                  On  initial  recognition,  financial assets are classified as either financial  assets  at  fair
                  value  through  profit  or loss, held-to-maturity investments, loans and  receivables  financial
                  assets, or available-for-sale financial assets, as appropriate.
                  
                  The  Group classifies 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 financial assets

                       Trade  receivables and other receivables that have fixed or determinable payments that  are
                       not  quoted  in an active market are classified as loans and receivables financial  assets.
                       Loans  and  receivables financial assets are measured at amortised cost using the effective
                       interest  method, less any impairment loss. Interest income is recognised by  applying  the
                       effective  interest  rate,  except  for  short-term receivables  when  the  recognition  of
                       interest  would be immaterial. The Group's loans and receivables financial assets  comprise
                       'trade  and  other receivables' and cash and cash equivalents included in the  consolidated
                       statement of financial position.
                                  
                   *       Financial assets at fair value through profit or loss
                
                       There were no financial assets classified under this category.
                         
                   *       Held-to-maturity investments
                                  
                       There were no financial assets classified under this category.
                                  
                   *       Available-for-sale financial assets
                                  
                       There were no financial assets classified under this category.
                                  
            ii)   Financial liabilities
                 
                   Financial  liabilities are recognised when, and only when, the Group becomes  a  party  to  the
                   contractual provisions of the financial instrument.
                   
                   All  financial  liabilities are recognised initially at fair value plus  directly  attributable
                   transaction  costs  and  subsequently measured at amortised cost using the  effective  interest
                   method other than those categorised as fair value through profit or loss.
                   
                   Fair value through profit or loss category comprises financial liabilities that are either held
                   for trading or are designated to eliminate or significantly reduce a measurement or recognition
                   inconsistency that would otherwise arise. Derivatives are also classified as held  for  trading
                   unless they are designated as hedges. There were no financial liabilities classified under this
                   category.
                   
                   A  financial  liability is derecognised when the obligation under the liability is  discharged,
                   cancelled or expires. When an existing financial liability is replaced by another from the same
                   party on substantially different terms, or the terms of an existing liability are substantially
                   modified,  such  an  exchange  or modification is treated as a derecognition  of  the  original
                   liability and the recognition of a new liability, and the difference in the respective carrying
                   amounts is recognised in the profit or loss.
                                  
            (iii) Equity instruments

                   Ordinary  and Deferred shares are classified as equity. Incremental costs directly attributable
                   to  the  issue  of new shares or options are shown in equity as a deduction, net of  tax,  from
                   proceeds.
                   
                   Dividends on ordinary shares are recognised as liabilities when approved for appropriation.
                   
            (j) Property, plant and equipment
                         
            Property, plant and equipment are stated at cost less accumulated depreciation and impairment  losses,
            if  any.  The  cost  of  an  item of property, plant and equipment initially recognised  includes  its
            purchase  price and any cost that is directly attributable to bringing the asset to the  location  and
            condition necessary for it to be capable of operating in the manner intended by management.
            

            Depreciation  is  calculated  under  the  straight-line  method  to  write  off  the  depreciable  
            amount  of  the assets  over  their  estimated useful lives. Depreciation of an asset does not cease  
            when  the  asset becomes  idle  or  is  retired  from active use unless the asset is fully depreciated.   

The  principal annual rates used for this purpose are:-

             -       Office equipment, fixtures and fittings                 25%
             -       Motor vehicles                                        33.3%

            The  depreciation method, useful lives and residual values are reviewed, and adjusted if  appropriate,
            at  the  end  of each reporting period to ensure that the amounts, method and periods of  depreciation
            are  consistent with previous estimates and the expected pattern of consumption of the future economic
            benefits embodied in the items of the property, plant and equipment.
            
            Subsequent  costs  are included in the asset's carrying amount or recognised as a separate  asset,  as
            appropriate,  only  when  the cost is incurred and it is probable that the  future  economic  benefits
            associated  with the asset will flow to the Group and the cost of the asset can be measured  reliably.
            The  carrying amount of parts that are replaced is derecognised. The costs of the day-to-day servicing
            of  property,  plant and equipment are recognised in profit or loss as incurred. Cost  also  comprises
            the  initial  estimate of dismantling and removing the asset and restoring the site  on  which  it  is
            located for which the Group is obligated to incur when the asset is acquired, if applicable.
            
            An  item  of  property, plant and equipment is derecognised upon disposal or when no  future  economic
            benefits  are  expected  from  its use or disposal. The gain or loss  on  retirement  or  disposal  is
            determined as the difference between any sales proceeds and the carrying amounts of the asset  and  is
            recognised  in  the  income statement within ''other income / (expenses)''.  Any  revaluation  reserve
            included  in  equity  is transferred directly to retained profits on retirement  or  disposal  of  the
            asset.
                 
            (k)Impairment
                 
            (i)   Impairment of financial assets
                 
                   All  financial assets (other than those categorised at fair value through profit or loss),  are
                   assessed  at the end of each reporting period as to whether there is any objective evidence  of
                   impairment  as  a  result of one or more events having an impact on the estimated  future  cash
                   flows of the asset.
                   
                   An impairment loss in respect of loans and receivables financial assets is recognised in profit
                   or  loss  and is measured as the difference between the asset's carrying amount and the present
                   value  of  estimated future cash flows, discounted at the financial asset's original  effective
                   interest rate.
                   
                   In  a subsequent period, if the amount of the impairment loss decreases and the decrease can be
                   related  objectively to an event occurring after the impairment was recognised, the  previously
                   recognised  impairment loss is reversed through profit or loss to the extent that the  carrying
                   amount  of  the asset at the date the impairment is reversed does not exceed what the amortised
                   cost would have been had the impairment not been recognised.
                 
            (ii)Impairment of non-financial assets
                         
                   The  carrying values of assets, other than those to which IAS 36 - 'Impairment of Assets'  does
                   not  apply,  are reviewed at the end of each reporting period for impairment when there  is  an
                   indication that the assets might be impaired. Impairment is measured by comparing the  carrying
                   values  of  the assets with their recoverable amounts. The recoverable amount of the assets  is
                   the  higher  of  the  assets' fair value less costs to sell and their  value-in-use,  which  is
                   measured by reference to discounted future cash flow.
                   
                   An impairment loss is recognised in profit or loss immediately.
                   
                   In  respect of assets other than goodwill, and when there is a change in the estimates used  to
                   determine the recoverable amount, a subsequent increase in the recoverable amount of  an  asset
                   is treated as a reversal of the previous impairment loss and is recognised to the extent of the
                   carrying  amount  of  the  asset  that  would have been determined  (net  of  amortisation  and
                   depreciation) had no impairment loss been recognised. The reversal is recognised in  profit  or
                   loss immediately.
            
            (l)   Income taxes
                 
            Income tax for each reporting period comprises current and deferred tax.
            
            Current  tax is the expected amount of income taxes payable in respect of the taxable profit  for  the
            year  and is measured using the tax rates that have been enacted or substantively enacted at  the  end
            of the reporting period.
            
            Deferred  tax  is  provided  in  full, using the liability method, on  temporary  differences  arising
            between  the  tax  bases  of  assets  and liabilities and their  carrying  amounts  in  the  financial
            statements.
            
            Deferred  tax liabilities are recognised for all taxable temporary differences other than  those  that
            arise  from  goodwill  or excess of the acquirer's interest in the net fair value  of  the  acquiree's
            identifiable  assets,  liabilities and contingent liabilities over the business combination  costs  or
            from  the  initial  recognition of an asset or liability in a transaction  which  is  not  a  business
            combination and at the time of the transaction, affects neither accounting profit nor taxable profit.
    
            Deferred  tax  assets are recognised for all deductible temporary differences, unused tax  losses  and
            unused  tax  credits to the extent that it is probable that future taxable profits will  be  available
            against  which the deductible temporary differences, unused tax losses and unused tax credits  can  be
            utilised.  The  carrying  amounts of deferred tax assets are reviewed at the  end  of  each  reporting
            period  and reduced to the extent that it is no longer probable that sufficient future taxable profits
            will be available to allow all or part of the deferred tax assets to be utilised.
            Deferred  tax assets and liabilities are measured at the tax rates that are expected to apply  in  the
            period  when the asset is realised or the liability is settled, based on the tax rates that have  been
            enacted or substantively enacted at the end of the reporting period.
            
            Deferred  tax assets and liabilities are offset when there is a legally enforceable right to  set  off
            current  tax assets against current tax liabilities and when the deferred income taxes relate  to  the
            same taxation authority.
            
            Unrecognised  deferred  tax assets are reassessed at each reporting date and  are  recognised  to  the
            extent  that  it has become probable that future taxable profit will allow deferred tax assets  to  be
            recovered.
            
            Deferred  tax  relating  to items recognised outside profit or loss is recognised  outside  profit  or
            loss.  Deferred tax items are recognised in correlation to the underlying transactions either in other
            comprehensive income or directly in equity.
            
            Deferred  tax arising from a business combination is included in the resulting goodwill or  excess  of
            the  acquirer's interest in the net fair value of the acquiree's identifiable assets, liabilities  and
            contingent liabilities over the business combination costs.
            
           (m)       Cash and cash equivalents

            Cash  and  cash equivalents comprise cash in hand, bank balances, deposits with financial institutions
            and  short-term, highly liquid investments that are readily convertible to known amounts of  cash  and
            which are subject to an insignificant risk of changes in value.
            
           (n)      Employee benefits

            (i)     Short-term benefits

                   Wages,  salaries,  paid  annual  leave and sick leave, bonuses and  non-monetary  benefits  are
                   accrued in the period in which the associated services are rendered by employees of the Group.

            (ii)        Post-employment benefits

                   The  Group  does  not currently make provision for post-employment benefits by way  of  pension
                   plans or similar arrangements.

            (o) Provisions, contingent liabilities and contingent assets

            Provisions are recognised when the Group has a present or constructive obligation as a result of  past
            events,  when it is probable that an outflow of resources embodying economic benefits will be required
            to  settle  the  obligation, and when a reliable estimate of the amount can be  made.  Provisions  are
            reviewed  at  the  end  of each financial reporting period and adjusted to reflect  the  current  best
            estimate. Where the effect of the time value of money is material, the provision is the present  value
            of the estimated expenditure required to settle the obligation.
            
            A  contingent liability is a possible obligation that arises from past events and whose existence will
            only  be  confirmed  by the occurrence of one or more uncertain future events not  wholly  within  the
            control  of  the  Group.  It can also be a present obligation arising from past  events  that  is  not
            recognised  because  it is not probable that outflow of economic resources will  be  required  or  the
            amount of obligation cannot be measured reliably.
            
            A  contingent  liability is not recognised but is disclosed in the notes to the financial  statements.
            When  a  change in the probability of an outflow occurs so that the outflow is probable, it will  then
            be recognised as a provision.
            
            A  contingent  asset  is  a probable asset that arises from past events and whose  existence  will  be
            confirmed  only by the occurrence or non-occurrence of one or more uncertain events not wholly  within
            the  control of the Group. The Group does not recognise contingent assets but discloses its  existence
            where inflows of economic benefits are probable, but not virtually certain.
                 
            (p)   Revenue and other income

            Interest income

             Interest  income is recognised as other income on an accruals basis based on the effective  yield  on
             the investment.

           (q)       Operating segments

            An  operating  segment is a component of the Group that engages in business activities from  which  it
            may  earn  revenues  and incur expenses, including revenues and expenses that relate  to  transactions
            with  any  of  the  Group's other components.  An operating segment's operating results  are  reviewed
            regularly  by the chief operating decision maker to make decisions about resources to be allocated  to
            the segment and assess its performance, and for which discrete financial information is available.

           (r)       Share-based payment arrangements
        
            IFRS  2  Share-based  Payment  has  not  been applied to equity  instruments  in  share-based  payment
            transactions that were granted after 7 November 2002 that vested before 1 January 2012.
            
           (s)      Leases
      
            Leases  are  classified as finance leases whenever the terms of the lease transfer  substantially  all
            the  risks  and  rewards  of  ownership to the lessee. All other leases are  classified  as  operating
            leases.
            
            Operating  lease payments are recognised as an expense on a straight-line basis over the  lease  term,
            except  where  another systematic basis is more representative of the time pattern in  which  economic
            benefits from the leased asset are consumed.
            
            There were no leases classified under the category of finance leases.
            
           (t)       Loans and borrowings
      
                After  initial  recognition, interest bearing loans and borrowings are  subsequently  measured  at
             amortised  cost  using  the effective interest rate method. Gains and losses are  recognised  in  the
             income  statement when the liabilities are dercognised. Amortised cost is calculated by  taking  into
             account  any  discount or premium on acquisition and fees or costs that are an integral part  of  the
             effective interest rate.
          
               All borrowing costs are recognised in profit or loss in the period in which they are incurred.
            
           (u)     First-time adoption of IFRS
            
            These  financial statements, for the year ended 31 December 2013, are the first the Group has prepared
            in  accordance with IFRS. For periods up to and including the year ended 31 December 2012,  the  Group
            prepared its financial statements in accordance with generally accepted accounting principles  in  the
            United Kingdom (UK GAAP).

            Accordingly,  the  Group  has  prepared financial statements which comply  with  IFRS  applicable  for
            periods  ending on or after 31 December 2013, together with the comparative period data as at and  for
            the  year  ended 31 December 2012, as described in the summary of significant accounting policies.  In
            preparing  these  financial  statements,  the Group's opening  statement  of  financial  position  was
            prepared  as  at  1  January 2012, the Group's date of transition to IFRS. In restating  its  UK  GAAP
            financial  statements,  no  adjustments were necessary to any amounts included  in  the  statement  of
            financial position as at 1 January 2012 and the financial statements as at and for the year  ended  31
            December 2012.
            
            The  transition  from  UK GAAP to IFRS has had no impact on the statement of comprehensive  income  or
            statement of consolidated cash flows.
            
            Exemptions applied
            
            IFRS  1  allows first-time adopters certain exemptions from the retrospective application  of  certain
            requirements under IFRS. The Group has applied the following exemptions:
            
             *       IFRS 3 Business Combinations has not been applied to acquisitions of subsidiaries, which are    considered businesses for IFRS that occurred before 1 January 2012. Use of this exemption means that the UK GAAP carrying amounts of assets and liabilities, that are required to be recognised under IFRS, is their deemed cost at the date of the acquisition. After the date of the acquisition, measurement is in accordance with IFRS. Assets and
liabilities that do not qualify for recognition under IFRS are excluded from the opening IFRS statement of     financial position. The Group did not recognise or exclude any previously recognised amounts as a result of IFRS
recognition requirements.
            
IFRS  1  also  requires that the UK GAAP carrying amount of goodwill  must  be  used  in  the opening  IFRS 
statement of financial position (apart from adjustments for goodwill impairment and  recognition or derecognition of intangible assets). As there were no amounts of goodwill recognised  at  the  date of transition, no goodwill impairment was  deemed  necessary  at  1 January 2012.
                     
            *       The Group has not applied IAS 21 retrospectively to fair value adjustments and goodwill from business  combinations that occurred before the date of transition to IFRS. Such fair value adjustments and goodwill are treated as assets and liabilities of the parent rather than as assets and liabilities of the acquiree. Therefore,
those assets and liabilities are already expressed in the functional currency of the parent or are non-monetary
foreign currency items and no further translation differences occur
                     
            *       IFRS 2 Share-based Payment has not been applied to equity instruments in share-based payment transactions that were granted after 7 November 2002 that vested before 1 January 2012.
        
            *       Under UK GAAP, the Group accounted for exploration costs for oil and gas properties in the development or production phases in cost centres that include all properties in a large geographical area. It has elected to measure oil and gas assets at the date of transition to IFRS at the amount determined under UK GAAP.

3.    Summary of critical accounting estimates and judgements

            The  preparation of financial information in conformity with IFRS requires the use of certain critical
            accounting  estimates. It also requires the directors to exercise their judgement in  the  process  of
            applying  the accounting policies which are detailed above. These judgements are continually evaluated
            by  the  directors and management and are based on historical experience and other factors,  including
            expectations of future events that are believed to be reasonable under the circumstances.
            
            The  key  estimates  and  underlying  assumptions concerning the  future  and  other  key  sources  of
            estimation  uncertainty at the statement of financial position date, that have a significant  risk  of
            causing  a  material  adjustment to the carrying amounts of assets and  liabilities  within  the  next
            financial  period are reviewed on an ongoing basis. Revisions to accounting estimates  are  recognised
            in  the  period in which the estimate is revised if the revision affects only that period, or  in  the
            period of the revision and future periods if the revision affects both current and future periods.
            
            The  prime areas involving a higher degree of judgement or complexity, where assumptions and estimates
            are significant to the financial statements, are as follows:
            Impairment  of  capitalised exploration and evaluation expenditure and recoverability of inter-company
            balances
            
            The  future  recoverability of capitalised exploration and evaluation expenditure is  dependent  on  a
            number  of  factors, including whether it successfully recovers the related exploration and evaluation
            asset  through sale. Factors which could impact the future recoverability include the level of proved,
            probable  and inferred resources, future technological changes which could impact the cost of drilling
            and  extraction, future legal changes (including changes to environmental restoration obligations) and
            changes to commodity prices. To the extent that capitalised exploration and evaluation expenditure  is
            determined  to be irrecoverable in the future, this will reduce profits and net assets in  the  period
            in  which  this  determination  is  made.  In  addition, exploration  and  evaluation  expenditure  is
            capitalised  if  activities  in  the  area of interest have not yet  reached  a  stage  which  permits
            reasonable  assessment  of  the existence or otherwise of economically recoverable  reserves.  To  the
            extent  that  it is determined in the future that this capitalised expenditure should be written  off,
            this will reduce profits and net assets in the period in which this determination is made.
            
            Determining  whether inter-company balances are impaired requires an estimation of whether  there  are
            any indications that their carrying values are not recoverable. This in turn is directly dependent  on
            the future recoverability of capitalised exploration and evaluation expenditure.

4.    Segment analysis

      IFRS 8 requires operating segments to be identified on the basis of internal reports about components of the
      Group  that are regularly reviewed by the chief operating decision maker (which takes the form of the  board
      of  directors  of the Company) as defined in IFRS 8, in order to allocate resources to the  segment  and  to
      assess its performance.
      
      The  Group's business involves exploring for hydrocarbon liquids and gas. As at 31 December 2013, there  are
      two  reportable operating segments: Africa and Head Office.  The interest in the USA was disposed during the
      year  ended 31 December 2012. Intangible assets and operating assets and liabilities are located in  Africa,
      whilst the majority of current assets are carried at Head Office. The Group has not yet commenced production
      and  therefore  has no revenue. Each reportable segment adopts the same accounting policies.  In  compliance
      with  IFRS 8 'Operating Segments' the following tables reconcile the operational loss for the year  of  each
      reportable  segment with the consolidated figures presented in these Financial Statements, with comparatives
      for  the year ended 31 December 2012, and the net assets together with comparative figures as at 31 December
      2012 and 1 January 2012.
      
      The Group's loss before tax and equity attributable to owners of the parent are detailed below.
      
                                                              Head                         Total
                                            Africa          Office            USA
                                               GBP             GBP            GBP            GBP
                                                                                         
        31 December 2013                                                                 
        Profit/(loss) before tax             4,266         (628,316)       -              (624,050)
                                                                                          
        Equity attributable                                                        
        to owners of parent               2,723,415         280,232        -             3.003,647
                                                                                          
        31 December 2012                                                                  
        Loss before tax                      -             (40,695)        -               (40,695)
                                                                                          
        Equity attributable                                                        
        to owners of parent                 318,549       (358,597)        -               (40,048)
      
        1 January 2012                                                                    
                                                                           
        Equity attributable                                                        
        to owners of parent                  -            (663,337)      269,166          (394,171)

5.    Gain on disposal of subsidiary

                                                    31 Dec           31 Dec
                                                      2013             2012
                                                       GBP              GBP
      Disposal of subsidiary                             -           24,532
                                                         -           24,532

            On  3 May 2012, the Group completed its disposal of Cap Energy USA Inc., a wholly owned subsidiary  as
      described  in  Note  10  below. Accordingly, the subsidiary was deconsolidated from the  date  that  control
      ceased.

6.    Finance costs

                                                    31 Dec           31 Dec
                                                      2013             2012
                                                       GBP              GBP
      On bank loans and overdrafts                       -                1
      On other loans                                    50            2,075
      Amounts waived                                     -          (51,274)
                                                        50          (49,198)

      As  part  of  the  Company's recapitalisation on 3 May 2012, accrued interest costs from  prior  years  were
      waived by the holders of loan notes resulting in a credit to profit and loss of GBP51,274.

7.    Loss before taxation

      Loss before taxation is arrived at after charging/(crediting):-

                                                    31 Dec           31 Dec
                                                      2013             2012
                                                       GBP              GBP
                                                                           
      Amortisation of intangible assets                   -                -

      Depreciation of plant and                              
      equipment                                         7,030             573

      Fees payable to the company's                    12,350           4,524
      auditors for the audit of parent
      company and consolidated financial
      statements

      Fees payable to the company's                     2,776               -
      auditor for tax compliance
      services

      Directors' fees                                 243,000          (16,729)
      
Staff costs (including Directors):                     
      - salaries, allowances                          265,089          (16,729)
        and bonuses
      - social security costs                           1,448                -
      Rental of office                                 23,483             8,583
      Interest income                                     559               -

      Fees payable to the company's auditors in 2012 represent amounts paid to the company's previous auditors,
      Ashings Limited.

8.    Staff costs
                                                                     Year             Year
                                                             ended 31 Dec     ended 31 Dec
                                                                     2013             2012
                                                                      No.              No.
                                                                           
      The average monthly number of employees was:                     3                3
      
      
                                                                   31 Dec           31 Dec
                                                                     2013             2012
                                                                      GBP              GBP
      Aggregate remuneration (including directors):                                         
      Short-term employee benefits                                 265,089        (16,729)
      Social security costs                                          1,448              -
                                                                   266,537        (16,729)

9.    Income tax

      There Group has made no provision for taxation as the Group has not yet generated any taxable income.
      
      A  reconciliation of income tax expense applicable to the loss before taxation at the statutory tax rate  to
      the income tax expense at the effective tax rate of the Group is as follows:




                                                                     31 Dec            31 Dec
                                                                       2013              2012
                                                                        GBP               GBP
                                                                              
     Loss before taxation                                          (624,050)          (40,695)
                                                                              
      Tax at the applicable statutory                                         
      tax rates of 20% (2012: 24%)                                 (124,810)           (9,970)
                                                                              
      Tax effects of:-                                                        
      Non-deductible expenses                                         9,840            10,693
      Capital allowances in excess of                                         
      depreciation                                                   (3,358)             (421)
      Non-taxable income less expenses                                        
      not deductible for tax                                             -            (65,404)
      Overseas (profits) / losses not                                         
      subject to tax                                                   (853)           59,395
      Unrelieved tax losses                                         119,181             5,437
                                                                              
                                                                              
      Income tax expense for the financial year                           -                -
                                                                                                                           


      The  Group  has  tax  losses  of approximately GBP856,000 (year ended 31 December 2012:  GBP260,000)  which,
      subject to agreement with taxation authorities, are available to carry forward against future profits.

10.   Discontinued operations

      On  3  May  2012, the Company completed the disposal of Cap Energy USA Inc., a wholly owned subsidiary  with
      operations  in  the  United States.  The loss from the operations of Cap Energy USA  Inc.,  for  the  period
      between 1 January 2012 and 3 May 2012 amounted to GBPnil.

11.   Earnings/(loss) per share
        
      Basic  earnings/(loss) per share is calculated by dividing the profit/(loss) after tax attributable  to  the
      equity  holders  of  the Group by the weighted average number of shares in issue during  the  year.  Diluted
      earnings/(loss)  per share is calculated by adjusting the weighted average number of shares  outstanding  to
      assume   conversion   of  all  potential  dilutive  shares,  namely  share  options.  The   calculation   of
      earnings/(loss) per share is based on the following:
      
      
      
                                                                     31 Dec           31 Dec
                                                                       2013             2012
                                                                        GBP              GBP
                                                                              
      Loss after tax from continuing                                          
      operations attributable to owners                                        
      of the Group :                                                (624,660)        (65,227)
                                                                               
      Profit after tax from discontinued                              -               24,532
      operations attributable to owners                     
      of the Group :
                                                                              
      Loss for the year attributable to                                       
      owners of the Group                                           (624,060)        (40,695)
      
      Weighted average number of shares:                                      
                                                                              
      Basic and diluted                                           11,403,078       2,915,513
                                                    
                                                                                                                                           
      In  calculating the weighted average number of ordinary shares outstanding (the denominator of the loss  per
      share  calculation)  an  adjustment  has been made to decrease the  number  of  shares  resulting  from  the
      consolidation  of  shares made during the year (as described in Note 18). The comparative number  of  shares
      has also been reduced to reflect this consolidation.
      
      Prior year adjustment
      
      The  weighted average number of shares used in the calculation of diluted earnings per share has  also  been
      adjusted  to  exclude shares held in the EBT. In the year ended 31 December 2012, this  adjustment  was  not
      made. The impact of the adjustment is to increase the loss per share for the year ended 31 December 2012  as
      shown in the following table:
      
      Weighted number of shares as        2,932,593
      previously reported (after
      adjustment for consolidation of
      shares in 2013)
                                          
      Adjustment for EBT shareholding     (17,080)
                                          
      Weighted average number of          2,515,513
      shares as restated
      
                                             As previously                     Total loss per
                                                  reported                           share as
                                                                 Adjustment          restated
                                                   (Pence)          (Pence)           (Pence)
                                                                              
       Continuing operations                        (2.23)            (0.01)           (2.24)
       Discontinued operations                       0.84              -                0.84
                                                                              
       Total loss per share                         (1.39)            (0.01)           (1.40)


12.   Property, plant and equipment
                                           Office equipment,          Motor            Total
                                              fixtures and         vehicles        
                                                  fittings            
                                                        GBP              GBP               GBP
                                                                                     (Restated)
        Cost
       At 1 January 2012                                -                 -                 -
       Additions                                    2,292                 -              2,292
                                                                              
       At 31 December 2012                           2,292                -              2,292
       Additions                                     6,554            17,268            23,822
                                                                               
       At 31 December 2013                           8,846            17,268            26,114
                                                             
       Accumulated Depreciation
       At 1 January  2012                               -                 -                -
       Charge for the year                             573                -                573
                                                                              
                                                                              
       At 31 December 2012                             573                                 573
       Charge for the year                           1,274             5,756             7,030
                                                                              
       At 31 December 2013                           1,847             5,756             7,605
                                                                              
       Net Book Value                                                         
       At 31 December 2013                           6,996            11,512            18,511
                                                                              
       At 31 December 2012                           1,719                 -             1,719
                                                                              
       At1 January 2012                                 -                  -                -

13.   Intangible assets

                                              Exploration and
                                                   evaluation
                                                  expenditure
                                                      GBP
                                                                
               Cost
                                                  407,858
               At 1 January 2012
                                                 
              Discontinued operations            (407,858)
                                                 
                                                 
              At 31 December 2012                -
              Acquired on acquisition of         
              subsidiary                        1,946,824
              Additions                           561,320
                                                 
              At 31 December 2013               2,508,144
                                                 
               Accumulated amortisation
              At 1 January  2012                  138,052
              Discontinued operations            (138,052)
                                                 
                                                 
              At 31 December 2012                -
              Charge for the year                -
                                                 
              At 31 December 2013                -
                                                 
              Net Book Value                     
              At 31 December 2013               2,508,144
                                                 
              At 31 December 2012                -
                                                 
              At1 January 2012                    269,056
    
      At  31  December 2013 the aggregate capitalised Exploration and Evaluation ("E&E") costs in relation to  the
      Group's  Guinea  Bissau licences was GBP2,508,144. These amounts have not been impaired  because  commercial
      reserves  have  not yet been established or the determination process has not been completed. In  accordance
      with  IFRS  6, the Directors have assessed whether any indication of impairment exists in respect  of  those
      intangible  assets. In their opinion, based on a review of the expiry dates of licences and  the  likelihood
      of  their  renewal, available funds and the intention to continue exploration and evaluation, no indications
      of  impairment  were  identified.  Further details of the exploration activities  are  included  within  the
      Chairman's Statement and Strategic Report.
      
14.   Business combinations and acquisition of non-controlling interests

          On 8 April 2013, the Company acquired 85.7% of the issued share capital in Sphere Petroleum Corporation,
      a company incorporated in the British Virgin Islands (''BVI'') ("Sphere BVI") as described in Note 15.
      The Group has elected to measure the non-controlling interest in the acquiree at fair value.
      
      
      Assets acquired and liabilities assumed
      
      The  following  table summarises the consideration paid for Sphere BVI, the fair value of  the  identifiable
      assets acquired and liabilities assumed and the non-controlling interest as at the date of acquisition:
      
      
      Consideration:
                                                       GBP
                                                   
       Amounts payable in cash                    1,132,223
                           
      
      Recognised amounts of identifiable assets acquired and liabilities assumed:
      
                                                       GBP
      Exploration and evaluation                          
      expenditure                                1,946,824
      Cash and cash equivalents                      2,592
      Trade payables                              (256,777)
      Identifiable net assets                    1,692,639
      Non-controlling interest                    (242,047)
      Fair value adjustment                       (318,369)
                                    
      Total                                      1,132,223
                                                   
      The  fair  value of the non-controlling interest in Sphere BVI has been estimated by applying  a  discounted
      earnings approach. Sphere BVI is an unlisted company and as such no market information is available.
      
      From  the  date of acquisition, Sphere BVI has contributed GBP4,266 to the result before tax from continuing
      operations  of  the Group. If the combination had taken place at the beginning of the year,  the  loss  from
      continuing operations for the Group would have been unchanged.
      
      Analysis of cash flows on acquisition:
                                                                           
                                                                 GBP
       Cash consideration payable on                        
       acquisition                                        1,132,223
       Net cash acquired with the                               
       subsidiary                                            (2,592)
                                                          
     Net cash flow on acquisition                         1,129,631

15.   Subsidiary companies of the Group

      As  at  the  date  of  these financial statements, the Company's subsidiaries, both  of  which  are  private
      companies limited by shares, are as follows:
               
                                                         Country of                              Percentage of
                                                    Registration or             Principal      ordinary shares
                                                      Incorporation              activity      held by Company

                  Sphere Petroleum Corporation                  BVI     Oil and gas exploration   85.7%
                  Sencap Limited*                               BVI     Oil and gas exploration    100%
                                                     
              
           *: Incorporated 6 February 2014.
      
      The accounting reference date of the subsidiaries is co-terminous with that of the Company.

      Acquisition of interests in Guinea-Bissau
      
      On  8  April  2013,  the Company acquired 85.7% of the issued share capital in Sphere Petroleum  Corporation
      ("Sphere  BVI"),  a company which holds interests in two oil and gas exploration licences  offshore  Guinea-
      Bissau.    The  shares  were acquired from Sphere Petroleum QSC ("Sphere"), which has  retained  a  minority
      shareholding of 14.3% in Sphere BVI. The licences relate to Block 1 (Corvina) and Block 5B (Becuda).     The
      Block 1 licence area covers 4,800 square kilometres offshore Guinea-Bissau  and  is  located  directly  west
      of  the  Joint Administration  Zone  ("AGC")  between Guinea-Bissau and Senegal.
      
      Sphere   BVI   has   a   35%   cost interest and a 28% equity interest in Block 1  pursuant   to   a   joint
      venture  agreement  with  Empresa  Nacional de Pesquisa e Exploracao Petroliferas, E.P. ("Petroguin"),   the
      national  petroleum  company of The Republic of Guinea-Bissau, and the licence operator, Atlantic  Petroleum
      Guinea  Bissau  Limited ("Atlantic") (formerly Lime Petroleum Guinea Bissau Ltd). Under  the  joint  venture
      agreement,  Petroguin has  a  0%  cost interest and a 20% equity interest in Block 1 and Atlantic has a  65%
      cost interest  and  a  52% equity interest in Block 1.
      
      The  Block 5B licence area covers 5,500 square kilometers offshore Guinea-Bissau. Sphere BVI has a 35%  cost
      interest  and  a  31.5%  equity  interest, also pursuant to a joint venture  agreement  with  Petroguin  and
      Atlantic.  Petroguin has a 0% cost interest and a 10% equity interest in Block 5B and  Atlantic  has  a  65%
      cost interest and a 58.5 % equity interest in Block 5B.
      
      The consideration for the acquisition of the shares in Sphere BVI totalled GBP1,132,223.

16.   Advance payment for acquisition of subsidiary

      Amounts  totalling  GBP218,549  had  been advanced at 31 December 2012  in  connection  with  the  Company's
      subsequent acquisition of Sphere Petroleum Corporation in February 2013.
      
17.   Other receivables, deposits and prepayments

                                                             31 Dec            31 Dec            1 Jan
                                                               2013              2012             2012
                                                                GBP              GBP               GBP
                                                                                             
      Sundry receivables                                       9,527           3,598               115
      Prepayments and accrued income                                                         
                                                              23,011                -                -
                                                                            
                                                              32,538           3,598               115
      
      The  fair  value  of sundry receivables approximates their carrying amount, as the impact of discounting  is
      not  significant.   The  sundry receivables are not impaired and are not past due. The  amount  due  from  a
      related party of GBP14,083 is unsecured, interest free and repayable on demand.

18.   Share capital

      The allotted, called-up and fully paid share capital of the Company is as follows:-
      
                                                             31 Dec            31 Dec            1 Jan
                                                              2013               2012             2012
                                                               GBP               GBP               GBP
      Allotted, called-up and fully                                         
      paid:
      Ordinary shares of GBP0.05 each                      1,420,681           198,799            43,897
      (2012: GBP0.005 each)                 
                                            
      Deferred shares of GBP0.005 each                             -            39,588                -
      Total share capital                                  1,420,681           238,387            43,987
                                                            
      On  9  January 2013, the Company issued 20,000,000 new ordinary shares of 0.5p each at 0.5p per share for  a
      total  consideration  of  GBP100,000.  In  the  subscription,  Lina Haidar, the  Company's  Chief  Executive
      Officer,  subscribed   for   8,000,000  ordinary shares and Alex Haly  subscribed  for  12,000,000  ordinary
      shares,  representing  13.39% and  20.08%,  respectively,  of  the  issued share capital  of   the   Company
      as  enlarged  by  the subscription
      
      Capital Reorganisation
      
      On  27  August  2013, a resolution that every 10 existing ordinary shares of 0.5p each  in  the  Company  be
      consolidated  into  one new ordinary share of 5p each in the Company ("New Ordinary Shares")  was  approved.
      Following  the consolidation, the issued share capital of the Company was reduced to 5,975,987 New  Ordinary
      Shares, each share carrying the right to one vote.
      
      On  the  same date, a resolution was passed to ratify the granting of convertible loan notes in  respect  of
      loans  made  to  the  Company by Global Energy Trade Limited ("GET"), Lina Haidar and Alexander  Haly.  Lina
      Haidar and Alexander Haly are Directors of the Company and the sole shareholders in GET. In summary:
      
            o    Lina Haidar and Alexander Haly transferred all of their existing convertible loan  notes  and
                 the  convertible  loan  notes approved at the Company's AGM totaling  GBP516,423  and  GBP385,490
                 respectively  to  GET,  less  convertible loan notes  to  the  value  of  GBP13,207  which   they
                 transferred  to  Pierantonio  Tassini, the Company's Chief Operating Officer;
       
            o    On 3 October 2013 GET converted GBP1,008,705 of convertible loan notes into 20,174,109  ordinary   shares of 5p each in the Company ("Ordinary Shares") at a price of 5 pence per share;
            o    On the same date, Pierantonio Tassini converted the GBP13,207 of convertible loan notes held by him into 264,142 Ordinary Shares at a price equivalent to 5 pence per share;
        
            o   Of the loan of USD 2,000,000 from GET announced by the Company on 23 July 2013, USD 1,350,000 was
                 converted into 783,718 Ordinary Shares on 3 October 2013 at a price equivalent to approximately GBP1.06 per share.
      
      On  22 August 2013, the Company signed a subscription agreement with a private  investor  who  committed  to
      subscribe  USD3,500,000  for   the   issue   of   a  total   of   1,451,331   Ordinary   Shares.  The  first
      USD1,000,000  tranche of this commitment was received and 414,666 Ordinary Shares were issued on  3  October
      2013  at  a  price equivalent to 148 pence per share. On 26 November 2013, the second USD1,000,000  of  this
      commitment  was  received  and  414,667 Ordinary Shares were issued at a price equivalent  to  approximately
      GBP1.48 per share.
      
      On  6 November 2013, the final USD650,000 tranche of the USD2,000,000 convertible loan from GET was received
      and  a further 377,346 new ordinary shares of 5p each in the Company issued in respect thereof. In addition,
      9,000  new  Ordinary Shares were issued at a price equivalent to approximately GBP1.48 per share in  respect
      of  fees  for services rendered to the Company in connection with the Company's acquisition of its  interest
      in Sphere Petroleum Corporation.
      
      Reduction of Share Capital and Re-registration as a Public Limited Company
      Cancellation of Deferred Shares
      
      The  Company's  7,917,649  deferred  shares in issue were cancelled on 27  November  2013  pursuant  to  the
      Company's re-registration as a public company on 12 December 2013. Additionally, the amount standing to  the
      credit  of  the Company's share premium account was reduced from GBP3.43 million to nil, with the amount  so
      reduced being credited to the profit and loss account, a distributable reserve.
      
      A reconciliation of ordinary share capital is set out below:
      
                                                   31 Dec     31 Dec           31 Dec
                                                   2013         2012             2011 
                                                     No.         No.              No.

      As at 1 January:                         39,759,867      8,797,372       8,747,372
      Issue of shares of GBP0.005 each         20,000,000     38,880,145          50,000
                                           
      Replacement by deferred shares          (53,783,880)    (7,917,650)              -
      Share consolidation                      22,437,648            -                 -
    
      Issue of shares of GBP0.05 each                  -             -
      Total number of shares                   28,413,635     39,759,867       8,797,372
                                                            
      
      A reconciliation of deferred share capital is set out below:
      
                                                   31 Dec     31 Dec           31 Dec
                                                    2013         2012            2011  
                                                     No.          No.             No.

      As at 1 January:                          7,917,650          -               -
      Replacement of ordinary shares             -             7,917,650           -
      Share cancellation                       (7,917,650)         -               -
      
Total number of shares                               -         7,917,650            -

19.   Reserves
                 
      The   foreign  exchange  reserve  represents  cumulative  foreign  exchange  differences  arising  from  the
      translation  of  the  financial  statements of foreign subsidiaries and  is  not  distributable  by  way  of
      dividends.
      
      The  share premium account represents the amount received on the issue of ordinary shares by the Company  in
      excess of their nominal value and is non-distributable.
      
      In  accordance  with  the requirements of SIC 12 ''Consolidation - special purpose  entities''  and  IAS  32
      ''Financial  Instruments: Presentation'', certain of the assets and liabilities have been  included  in  the
      Company's  and  Group's accounts resulting in the inclusion of GBP132 (2012: GBP132) in  respect  of  25,654
      ordinary shares in the Company held by the EBT (''Own Shares'').

20.   Borrowings

                                                    31 Dec           31 Dec             1 Jan
                                                      2013             2012              2012
                                                       GBP              GBP               GBP
      Current:                                                                
      Bank loans and overdrafts                         -                68               -
                                                        -                68               -
        
      The bank overdrafts are unsecured.
      
        
                                                    31 Dec           31 Dec             1 Jan
                                                      2013             2012              2012
                                                       GBP              GBP               GBP
      Non-current:                                                            
      Other loans                                      -                -                507,490
                                                       -                -                507,940
        
      The  other  loans  comprised  GBP507,490 8% loan notes issued on 5 October 2009,  of  which  GBP268,740  was
      cancelled  on the disposal of Cap Energy USA Inc., on 3 May 2012 and GBP238,750 was redeemed by way  of  the
      issue of 7,640,000 ordinary shares of GBP0.005 each on the same date.
        
21.   Amounts due to shareholders

                                                    31 Dec           31 Dec             1 Jan
                                                      2013             2012              2012
                                                       GBP              GBP               GBP
                                                                 (Restated)   
      Current                                                                 
      Non-trade balances                             26,008           228,068           -

      The  amounts  owing to shareholders are unsecured, interest-free and repayable on demand. The amounts  owing
      are to be settled in cash.

22.   Cash and cash equivalents

      For the purpose of the statement of cash flows, cash and cash equivalents comprise the following:-

                                                    31 Dec           31 Dec             1 Jan
                                                      2013             2012              2012
                                                       GBP              GBP               GBP
      Cash and bank balances                         880,704             95               187
      Bank overdrafts                                   -               (68)                -
                                                               
      Cash and bank balances                         880,704             27               187

23.   Related party disclosures

      Balances and transactions between the Company and its subsidiaries are eliminated on consolidation  and  are
      not  disclosed  in  this  note. Balances and transactions between the Group and other  related  parties  are
      disclosed below.
      
      Remuneration of directors and key management personnel
        
      The  remuneration of the senior Executive Management Committee members, who are the key management personnel
      of  the  Group, is set out below in aggregate for each of the categories specified in IAS 24 'Related  Party
      Disclosures'.
                                                    31 Dec           31 Dec
                                                      2013             2012
                                                       GBP              GBP
                                                                           
      Short-term employee benefits                    243,000          -
                                                             
                                                      243,000          -

      As  part  of the Company's recapitalisation on 3 May 2012, the directors agreed to waive GBP16,729  of  fees
      accrued  in  the  previous year (see note 8 to the financial staetments). Options granted to  the  directors
      were cancelled at the same time
      
      
      Transactions with key management personnel
      
      Directors' convertible loans
      
      As  noted  above,  convertible loan notes totalling GBP901,913 were made to the Company by Lina  Haidar  and
      Alexander  Haly  which were subsequently transferred to GET and Pierantonio  Tassini,  the  Company's  Chief
      Operating Officer. Lina Haidar and Alexander Haly are Directors of the Company and the sole shareholders  in
      GET.  Pierantonio  Tassini  converted the GBP13,207 of convertible loan  notes  held  by  him  into  264,142
      Ordinary Shares at a price equivalent to 5 pence per share.
      
      Amounts due to Directors
      
      Unpaid Directors' fees were outstanding as follows:
      
                                                    31 Dec           31 Dec             1 Jan
                                                      2013             2012              2012
                                                       GBP              GBP               GBP
      Amounts due to Directors                          -                -             38,919
      
      Ultimate parent
      
      The  ultimate  parent  of the Group is Global Energy Trade Limited, a private company  incorporated  in  the
      British Virgin Islands.

24.   Financial instruments

      The  Group's  activities are exposed to a variety of market risk (including foreign currency risk,  interest
      rate  risk  and equity price risk) and liquidity risk. The Group's overall financial risk management  policy
      focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on  its
      financial performance.

      (a)   Financial risk management policies
      
            The Group's policies in respect of the major areas of treasury activity are as follows:-
                 
            (i)   Market risk

                   (i)     Foreign currency risk
                 
                         The  Group  is  exposed to foreign currency risk on transactions and  balances  that  are
                         denominated in currencies other than Pounds Sterling. The currencies giving rise to  this
                         risk  are primarily the United States Dollar. Foreign currency risk is monitored  closely
                         on an ongoing basis to ensure that the net exposure is at an acceptable level.
                         
                         The  Group  maintains  a natural hedge whenever possible, by matching  the  cash  inflows
                         (revenue  stream)  and  cash outflows used for purposes such as capital  and  operational
                         expenditure in the respective currencies.

                The  carrying amounts of the Group's foreign currency denominated monetary assets and  liabilities
                at the end of year were as follows:-
                
                                               United States           Other                   
                                                      Dollar                              Total
                                                         GBP             GBP                GBP
                                                                               
                  31 December 2013                                             
                  Financial assets                   869,348           3,936            873,284
                                                                                               
                  Financial liabilities              119,636               -            119,636
                                                                                               
                  31 December 2012
                  Financial assets                         -               -                  -
                                                           -               -                  -
                  Financial liabilities

                  1 January 2012                                                               
                  Financial assets                       111               -                111
                                                                                               
                  Financial liabilities                    -               -                  -

           
           Foreign currency risk sensitivity analysis
                         
                         The  Group  maintains  a natural hedge whenever possible, by matching  the  cash  inflows
                         (revenue  stream)  and  cash outflows used for purposes such as capital  and  operational
                         expenditure  in the respective currencies. The Directors consider that the Group  is  not
                         exposed to material foreign currency risk.
                         
                         
                         
                   (ii)  Interest rate risk
                                  
                         Interest  rate risk is the risk that the fair value or future cash flows of  a  financial
                         instrument  will  fluctuate  because of changes in market  interest  rates.  The  Group's
                         exposure to interest rate risk arises mainly from interest-bearing financial assets.  The
                         Group's  policy  is to obtain the most favourable interest rates available.  Any  surplus
                         funds will be placed with licensed financial institutions to generate interest income.
                         
                         Interest rate risk sensitivity analysis
                         
                         A  100  basis points strengthening/weakening of the interest rate as at the end  of  each
                         year  would  have immaterial impact on profit after taxation and/or equity. This  assumes
                         that all other variables remain constant.
                         
             (ii)    Credit risk
                         
                   The Group does not have any perceived credit risks on its trade and other receivables.
                                  
            (iii) Liquidity risk
                         
                   Liquidity risk is the risk that the Group will not be able to meet its financial obligations as
                   they  fall due. The Group's exposure to liquidity risk arises primarily from mismatches of  the
                   maturities of financial assets and liabilities.
                   
                   The Group maintains a level of cash and cash equivalents and bank facilities deemed adequate by
                   the management to ensure as far as possible, that it will have sufficient liquidity to meet its
                   liabilities when they fall due.
                   
                   The  maturity  profile  of the financial liabilities of the Group is short  term,  all  amounts
                   falling due within 12 months.
                                  
      (b)   Capital risk management
                 
            The  Group  defines  capital as the total equity of the Group. The Group's  objectives  when  managing
            capital  are  to safeguard the its ability to continue as a going concern in order to provide  returns
            for  shareholders and benefits for other stakeholders and to maintain an optimal capital structure  to
            reduce  the  cost  of  capital. In order to maintain or adjust the capital structure,  the  Group  may
            adjust  the amount of dividends paid to shareholders, return capital to shareholders, issue new shares
            or  sell  assets  to  reduce debt. It also ensures that distributions to shareholders  do  not  exceed
            working capital requirements.
            
            The Group has no external debt finance and is not subject to any external capital requirements.
            
       (c)  Classification of financial instruments

	                                           31 Dec	  31 Dec	         1 Jan
	                                             2013	    2012	          2012
	                                              GBP	     GBP	           GBP
Financial assets			
			
Loans and receivables financial  assets 		
			
Sundry receivables                            	9,527	  3,598	           115
Cash and cash equivalents	                          880,704	     95	           187
	                                            890,231	  3,693	           302


			
Financial liabilities			
			
At amortised cost
			
Trade payables	                                    24,639	       -	            -
Bank loans and overdrafts	                                -	       68            -
Other loans                                       	    -	        -  	507,490
Amounts due to shareholders	                           26,008	  228,068            -
Amount owing to directors                                  -	        -          38,919
Other payables	                                    43,626	   32,848   	 24,828
Accruals and deferred income	                 119,636	    3,025	          92,296

	                                            213,909	  264,009	         663,533
    
(d)	Fair values of financial instruments

The financial assets and financial liabilities maturing within the next 12 months approximated their fair values due to the relatively short-term maturity of the financial instruments.

The Group had no financial assets or liabilities carried at fair values at the end of each reporting date.

25.	Share-based payment transactions

The Group?s share-based payment arrangements are summarised below.

Unapproved share option plan

	                                               Year ended                   Year ended 
	                                         31 December 2013             31 December 2012
                                                          Weighted                   Weighted
                                      Number of           average exercise     Number of     average exercise 
	                             options             price (pence)         options       price (pence)
 
	 	
Balance at beginning of year	     -		                         870,000	       11.15
Cancelled in the year	              -                       	      (870,000)           11.15
Balance at end of year	              -		                              -	


As part of its strategy for executive and key employee remuneration, the Company established in 2009 a Share Option Scheme under which Share Options were granted to officers and employees or members of the Group. Under the rules of the Share Option Scheme, the Company was able to grant Unapproved Options. 

There was no limit on the number of shares, or the percentage of issued share capital, that could be used by the Company for Share Options. The rules of the Share Option Scheme did not comply with the ABI?s guidelines on policies and practices in respect of executive remuneration.

A total of 870,000 options were granted in 2009. Of these options, 100,000 were granted with an exercise price of 20 pence per share and were to expire on 30 November 2012. The remaining options were granted with an exercise price of 10 pence per share and were to expire on 31 December 2014. All options were fully vested. 

Options and The Cap Energy Employee Benefit Trust  

All options granted to the Directors were cancelled on the Company?s admission to ISDX on 3 May 2012.  In place of the Share Option Scheme, the Company has established an Employee Benefit Trust (??EBT??), which in due course may be used to provide appropriate share based incentives to senior management of the Company.  On admission, the EBT became interested in 256,546 New Ordinary Shares, representing 0.6 per cent. of the  then Enlarged Issued Share Capital (subsequently consolidated into 25,654 ordinary shares). The EBT's shareholding comprises Ordinary Shares previously held by CSV Holdings Inc., (the acquirer of Cap Energy USA). No shares have been granted to date and accordingly there is no charge to the Income Statement for either of the two years ended 31 December 2013. 

IFRS 2 Share-based Payment has not been applied to equity instruments in share-based payment transactions that were granted after 7 November 2002 that vested before 1 January 2012. Accordingly, no amounts have been expensed to profit or loss in respect of the fair value of the employee services received in exchange for the grant of options made in 2009.

26.	Commitments

The amounts of minimum lease payments under non-cancellable operating leases are as follows:


                                                  At             At              At 
                                                31 Dec       31 Dec             1 Jan 
                                                  2013	        2012              2012
                                              Land and	    Land and	    Land and
	                                   buildings	  buildings	   Buildings
	                                       GBP	     GBP	               GBP


Operating leases which expire:			
Within one year	                              8,510	         -	        -

In the second to fifth years inclusive              -	      24,112              -
	
Aggregate amounts payable	                     8,510	      24,112	        -


Payments recognised as an expense under these operating leases were as follows:

	
                                                Year ended              Year ended
                                                    31 Dec                 31 Dec
                                                     2013	             2012 
	                                            GBP	              GBP
		
Minimum lease payments	                        23,483	            8,583

27.	 Subsequent events

(a) Acquisition

On  19  February  2014, Sencap Limited ("Sencap"), a newly formed subsidiary of the Company,  acquired  from Trace  Atlantic  Oil  Limited  ("TAOL") a 49 per cent interest in TAOL  Senegal  (Djiffere)  Limited  ("TAOL Djiffere"),  the  company  holding the Block Djiffere Licence. (This represents a 90% effective participation interest after Government back-in rights following any discovery) . TAOL is the owner of the remaining 51 per cent interest in TAOL Djiffere which is also the operating partner of the block. Sencap is wholly owned by the Company.
  
The total consideration for the acquisition of the 49 per cent interest in TAOL Djiffere was USD150,000. The Company also paid USD 461,461 to TAOL Djiffere in respect of 49% of TAOL Djiffere's historic costs. 

The Djiffere Licence area covers approximately 4,459 km² in shallow waters in the Senegal Basin off the West African coast and is adjacent to the Block Rufisque Offshore area operated by Cairn Energy PLC. 


(b) Issue of shares

         The final USD1,500,000 tranche of the USD3,500,000 subscription agreement announced on 3 October 2013 was received on 26 February 2014 and 621,999 new ordinary shares of 5p each in the Company were issued at a price of 148 pence per share.

          Following this allotment, Mr. Serge Pereira is interested in 1,451,331 Ordinary Shares, representing 5.0 per cent of the Company's enlarged issued share capital of 29,035,633 Ordinary Shares.
28.   Prior year adjustments

Certain comparative figures have been restated as a result of mis-classification at 31 December 2012. In accordance with IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors, the change has been applied retrospectively. The effect of the changes in the financial statements is as follows:

                       		As previously reported	Effect of prior 	            As 
                                                                 year adjustment          restated
				
	                                     	GBP	          GBP	             GBP
				
Statement of financial position (extract):				
				
NON-CURRENT ASSETS				
Property, plant and equipment	           	320,268	      (318,549)	            1,719
Advance payments for acquisition of subsidiary	      -	       218,549	          218,549
Investments		                                132	          (132)	                -

CURRENT LIABILITIES				
Amounts due to shareholders		                   328,068	       100,000	           228,068
		
NET LIABILITIES                                         (39,916)	          (132)	           (40,048)

				


CAPITAL AND RESERVES
 Own shares		                                    -	  (132)                (132)
		
TOTAL EQUITY                                            (39,916)	           (132)	           (40,048)

				


The restatement had no impact on the results for the year ended 31 December 2012.	

Additionally, the weighted average number of shares used in the calculation of earnings per share has been adjusted to exclude the shares held by the EBT as described in Note 11 above.?

The Directors of the Company are responsible for the contents of this announcement.



Contact Information

  • CAP Energy Plc