TIDMBPC

RNS Number : 9518D

Bahamas Petroleum Company PLC

31 March 2011

31 March 2011

Bahamas Petroleum Company plc

("Bahamas Petroleum" or the "Company")

Preliminary Results for the year ended 31 December 2010

Bahamas Petroleum, the oil and gas exploration company with licences in The Commonwealth of the Bahamas, is pleased to announce its preliminary results for the year ended 31 December 2010.

Highlights:

-- 2010 was a busy and successful year for the Company;

-- successfully shot the first modern seismic survey in the area since 1987, producing some encouraging results that indicate large structures containing hydrocarbon indicators;

-- applied for two additional licences that cover approximately 6,210 square kilometres (1,534,600 acres);

-- strong balance sheet at the period end, which has been further strengthened by equity placing post year end, raising GBP20.6 million before expenses with a further GBP25 million before expenses to follow conditional on shareholder approval;

-- completed re-domicile of the Company to the Isle of Man;

-- change of the Company's name to Bahamas Petroleum Company plc, to properly reflect the Company's focus; and

-- remain on track to drill our first well in the first half of 2012.

Alan Burns, Non-Executive Chairman of Bahamas Petroleum, commented:

"We made good progress during 2010 and this has continued into 2011 with our successful equity placing firmly raising GBP20.6 million and conditionally raising GBP25 million before expenses in March. The Company is now well funded with a strong balance sheet and a clear strategy to develop its assets in the Bahamas. We are in negotiations with CGGVeritas to undertake a 3D seismic survey, which we hope to finalise after the EGM, and we look forward to reviewing the results in due course.

"2011 looks to be another strong year for Bahamas Petroleum and the Board continues to look to the future with confidence."

- Ends -

Enquiries:

 
 Bahamas Petroleum Company PLC                      Tel: +44 (0) 1624 641194 
  Dr Paul Crevello, Chief Executive Officer 
 Strand Hanson Limited - Nominated Advisor          Tel: +44 (0) 20 7409 
  Rory Murphy / Liam Buswell                         3494 
 Financial Dynamics - Public Relations              Tel: +44 (0) 20 7831 
  Billy Clegg / Ed Westropp / Alex Beagley           3113 
 Canaccord Genuity Limited - Joint broker           Tel: +44 (0) 20 7050 
  Charles Berkeley / Henry Fitzgerald-O'Connor       6500 
 FirstEnergy Capital LLP - Joint broker             Tel: +44 (0) 20 7448 
  Hugh Sanderson / Derek Smith                       0200 
 Novus Capital Markets Ltd - Joint broker           Tel: +44 (0) 20 7107 
  Charles Goodfellow                                 1881 
 
 
    Bahamas Petroleum Company plc 
    31 December 2010 
 
    Chairman's report 
 

Dear Shareholder,

2010 was a busy year for Bahamas Petroleum and this success has continued into 2011 with our successful equity placing in March firmly raising GBP20.6 million and conditionally raising GBP25 million before expenses.

The oil business is one of the largest industries in the world and nations are divided into those that have oil and those that do not. Whilst there are strong geophysical indications of oil in our licence areas the only proof that there are deposits is to drill to find out. Noting that The Bahamas has been drilled in the past, there is also considerable drilling scheduled for this year in Cuban waters next to four of our licence areas, which gives us great encouragement. As we would expect, following the BP Macondo oil spill in April 2010, there has been a drive to update laws and regulations. We welcome this and understand the process is underway. We would only consider a drilling campaign under accepted international standards and procedures. In order to prepare, we have already taken the initiative and are undertaking an environmental impact assessment of our Cay Sal licence application area.

We believe there is great incentive for drilling, both in terms of the requirement for oil products locally and for the oil revenues that the successful development of any oil find would bring for The Bahamas. For instance, The Bahamas Government has recently revealed that the half-year Budget recurrent revenue estimates were down by a sum greater than 1 per cent. of gross domestic product (GDP). The Commonwealth of The Bahamas is particularly susceptible to oil pricing and imported supply as it is an archipelago with a dispersed population all relying on oil to provide their connection to the wider world. The Islands are also highly dependent on tourism as a source of employment, which itself would not be possible without the supply of oil and gas for powering hotels, restaurants and other key tourist-related infrastructure. Furthermore, The Bahamas has been directly engaged in the oil trade for decades, with the major storage terminals on Grand Bahama providing significant revenues for the country so exploration activity can be viewed as an extension of its participation in the oil industry.

We are pleased that we have found very promising structures in southern Bahamas waters remote from any Bahamian population and near the maritime border with Cuba. Cuba has announced that it will be drilling a number of wells in its waters adjacent to our licences and we are planning to drill our first well in the first half of 2012. While we have the right, we also have an obligation to drill our first well and are fortunate that the Commonwealth of The Bahamas is a nation with a well respected legal system, with our licences having been approved by two successive governments and signed into existence by both the Minister and the Governor General. Of course, post the Macondo blowout we would expect some improved drilling and environmental regulations to be in place prior to drilling commencing next year.

Although the probable target is as good as I have ever seen in 40 years in the oil business we cannot be certain of anything until it is drilled. If it becomes a discovery, the Bahamas economy will be changed rapidly, bringing enormous benefits to every Bahamian. We are very enthusiastic about drilling and I thank you all for your support over the years with the many delays this extraordinary project has suffered.

On 17 December, we announced that Paul Crevello would take over my role as Chief Executive and that I would move to the role of Non-Executive Chairman. This has been planned for sometime but was brought forward due to me being diagnosed with a medical condition which required surgery followed by a period of rehabilitation. I am pleased to note that we already had a succession plan in place. Paul had already been enlarging his team in the Bahamas and I had been enlarging the engineering team, readying the Company for the drilling programme. Accordingly the Company has not suffered from my illness. In addition, Mike Proffitt is taking a more active role as Finance Director.

We have been extremely fortunate in recruiting some fine young Bahamians and I feel certain they will greatly help to take the Company and project forwards into the future.

2011 is set to be a strong year for the Company and we look forward to updating you on our progress in due course.

In closing, I would like to thank shareholders for their support during the year and for the many best wishes I have received. I also appreciate the cooperation of the Government of The Bahamas over the years and wish all Bahamians the very best for the future.

Yours sincerely,

Alan Burns,

Non Executive Chairman and Founder.

 
    Bahamas Petroleum Company plc 
    31 December 2010 
 
    Chief Executive Officer's report 
 

Dear Shareholder,

I am writing to you for the first time as Chief Executive of Bahamas Petroleum Company Plc. and have the good fortune to tell our shareholders that the past year has seen significant advances in our exploration programme.

Highlights

-- The Company has experienced significant growth in shareholder value in the last quarter of 2010 based, we believe, on the positive results of our seismic programmes and the investors belief in a sound exploration programme with very significant upside potential.

-- The Company has undertaken the first modern seismic survey in the southern Bahamas since 1987. Results of our 2D seismic surveys reveal giant structures up to 70 kilometres long, with four-way vertical closure from 100 metres to substantially over a kilometre which, in the view of the Board of the Company, are very exciting prospects.

-- Based on the success of the 2D seismic, the Company has applied for two additional licences that cover an approximate total of 6,210 square kilometres or 1,534,600 acres. These applications are currently under review by the Bahamian Government.

-- The Company is in negotiations with CGGVeritas to initiate a 3D seismic survey over the southern licences to further de-risk these prospects.

-- In March 2011 the Company completed a firm placing of GBP20.6 million and conditional placing of GBP25 million before expenses which has put the Company in a strong financial position, with the necessary financing now in place to accelerate its exploration programme. This raise enabled the Company to expand its shareholder base with new institutions, whilst also receiving strong support from existing shareholders.

-- The joint venture with Statoil is progressing well and the companies have initiated an environmental impact assessment over Cay Sal Bank as requested by the Bahamian Government in moving forward the licence application process.

-- We are holding discussions with potential additional farm-in partners.

-- We remain on track to drill our first well in the first half of 2012.

The Company advanced its exploration programme in 2010 and the first quarter of 2011 by acquiring the first 2D seismic survey in the southern region of The Bahamas in over 25 years. The Company engaged Spectrum ASA to acquire an initial test survey of 194 kilometres of 2D data designed to demonstrate the advances in modern seismic acquisition and technology over the vintage (1987 and older) seismic data. The vintage data was used by the Company to define the prospective 500 million barrel leads reported in the Competent Persons Report published in 2007.

The 2D seismic survey twinned selected vintage lines providing direct comparison of the new versus old seismic data. The test survey was unique in that we employed a 10 kilometre long seismic cable versus the industry standard of 6 to 8 kilometres. Previous vintage 1987 data was acquired using a short 4 kilometre recording streamer. The longer cable and associated recording parameters were used because of the large size of the prospects, the broad curvature of the folds and because of the necessity to image deeper subsalt objectives. The Company took advantage of a seismic vessel transiting the region, resulting in significant cost savings.

The fully processed, Pre-Stack Time Migrated (PSTM) 2010 seismic data suggests that hydrocarbons are present in the southern area, indicated by what industry calls direct hydrocarbon indicators (DHI's). DHI's are interpreted indirectly by dim zones above the crest of structures, phase/polarity changes at the crest of structures, or by open sea floor vents, i.e. natural sea floor seeps, which are commonly associated with oil fields. The DHI's, especially the vents, indicate an actively generating petroleum system.

Following the success of the June 2010 survey, the Company engaged SeaBird Exploration (Osprey Explorer Vessel) in January 2011 and acquired a comprehensive, closely spaced 2D seismic survey in the southern fold belt. This survey was another first for the Company and The Bahamas in that it was the only closely spaced mid water depth (i.e. 500 metres deep) survey to be undertaken in the southern Bahamas designed to map prospects. The survey (5km to 10km grid) focused on mapping the large fold belt prospects in our southern licences. The results are significant in that they define at least six major prospects that range in aerial size from 33 square kilometres (8,150 acres) to 465 square kilometres (114,900 acres). Vertical 4-way closure, which is the maximum possible height for hydrocarbons to fill the structure, range from 100 metres to as much as 1.5 kilometres or more, depending on rock velocity properties. The seismic lines and associated maps clearly demonstrate the giant size and extent of the newly mapped prospects. This data is undergoing full processing through PSTM and will be passed on to Ryder Scott Consultants who will complete a resource evaluation of the prospects by the end of summer 2011.

The Company is in negotiations with CGGVeritas to initiate a 3D seismic survey over the southern fold belt, which the Company will use to de-risk and prioritise the prospect portfolio. The Company intends to undertake a 2D survey over its northern licence where oil shows and a gas condensate reservoir were encountered in the Great Isaac #1 well.

The joint venture licence application with Statoil over Cay Sal Bank is continuing to progress. The Government of The Bahamas has requested that we undertake an Environmental Impact Assessment (EIA) over the bank as part of the steps of moving the licences forward to the review and approval stage and these licences were gazetted on 22 April 2010 as part of this process. The 2010 BP Macondo oil spill created a global shock wave across the industry and caused governments to reassess their drilling policies and procedures. The Government of The Bahamas requested that the EIA evaluate the potential risks of our exploration area/programme as a prerequisite to awarding the licences. We expect to have clarification on the awarding of these licences upon completion of the EIA evaluation.

At the year end, the Company had US$6.1 million in cash and has firmly raised an additional US$31.4million (GBP20.6 million) before expenses in March 2011, with a further US$37.9 million (GBP25 million) before expenses to follow conditional on shareholder approval at an Extraordinary General Meeting scheduled for 11 April 2011. The proceeds will go towards the acquisition of 3D seismic and 2D shallow seismic (US$35.2 million), Geochemical sniffer/multibeam (US$6.4 million) and the remainder (US$27.7 million) on working capital and other exploration costs.

All in all, 2010 was an extremely positive year for the Company and 2011 has already got off to a very strong start with the new 2D seismic, share placing and initiation of the 3D seismic survey.

Outlook

I anticipate that 2011 will see significant growth in the Company, with the potential completion of further farm-ins to best position the Company, such that we enter 2012 ready to drill our first of these giant-size prospects. The Board continues to look to the future with confidence.

Yours sincerely,

Paul Crevello,

Chief Executive Officer.

 
    Bahamas Petroleum Company plc 
                 31 December 2010 
 
 
 
 
Consolidated statement of comprehensive income 
    for the year ended 31 December 
     2010 
                                                  2010         2009 
                                                 Group        Group 
    Continuing operations                          US$          US$ 
    Employee benefit expense               (2,006,305)    (924,056) 
    Depreciation and amortisation 
     expense                                  (38,779)     (92,056) 
    Loss on disposal of property, 
     plant and equipment                             -     (13,147) 
    Other expenses                         (3,335,161)  (1,400,188) 
    Operating loss                         (5,380,245)  (2,429,447) 
 
    Finance income                                   -        4,026 
 
    Loss before income tax                 (5,380,245)  (2,425,421) 
 
    Income tax credit                           61,787            - 
    Loss for the year                      (5,318,458)  (2,425,421) 
 
 
    Other comprehensive income: 
    Currency translation differences           106,615    (231,913) 
 
    Other comprehensive income for 
     the year, net of tax                      106,615    (231,913) 
 
    Total comprehensive income for 
     the year                              (5,211,843)  (2,657,334) 
 
 
 
 
 
    Loss per share for loss attributable 
     to equity holders of the Company: 
    Basic and diluted loss per share 
     (note 2) (expressed in cents per 
     share)                                     (0.61)       (0.31) 
 
 
 
 
    Bahamas Petroleum Company plc 
                 31 December 2010 
 
 
 
Consolidated balance sheet 
    as at 31 December 2010 
                                                2010          2009 
                                               Group         Group 
                                                 US$           US$ 
    ASSETS 
 
    Non--current assets 
    Cash not available for use               325,046       119,555 
    Property, plant and equipment            189,779        18,706 
    Exploration and evaluation assets      5,024,331     4,063,824 
                                           5,539,156     4,202,085 
    Current assets 
    Cash and cash equivalents              6,068,558     1,337,885 
    Other receivables                        896,246       469,677 
                                           6,964,804     1,807,562 
 
    Total assets                          12,503,960     6,009,647 
 
    LIABILITIES 
 
    Current liabilities 
    Trade and other payables                 364,980       271,817 
 
 
    Total liabilities                        364,980       271,817 
 
    EQUITY 
    Ordinary shares                           29,359        23,242 
    Share premium reserve                  8,037,595             - 
    Merger reserve                        77,130,684    73,639,708 
    Reverse acquisition reserve         (53,846,526)  (53,846,526) 
    Share based payments reserve             425,666       347,361 
    Other reserves                                 -     (106,615) 
    Retained earnings                   (19,637,798)  (14,319,340) 
    Total equity                          12,138,980     5,737,830 
 
    Total equity and liabilities          12,503,960     6,009,647 
 
 
    Bahamas Petroleum Company plc 
                 31 December 2010 
 

Consolidated statement of changes in equity

for the year ended 31 December 2010

 
                                                                          Share 
                                                              Reverse     based 
                     Share          Share       Merger    acquisition   payment       Other       Retained         Total 
                   capital        premium      reserve        reserve   reserve    reserves       earnings        equity 
                       US$           US $         US $           US $      US $        US $           US $          US $ 
 
 
 At 1 January 
  2009 - as 
  previously 
  reported          28,764     73,634,186            -   (53,846,526)   300,139     125,298   (11,893,919)     8,347,942 
 
 Reorganisation 
  - Scheme 
  of arrangement   (5,522)   (73,634,186)   73,639,708              -         -           -              -             - 
                  --------  -------------  -----------  -------------  --------  ----------  -------------  ------------ 
 
 At 1 January 
  2009 - after 
  reorganisation    23,242              -   73,639,708   (53,846,526)   300,139     125,298   (11,893,919)     8,347,942 
 
 Total 
  comprehensive 
  income for the 
  year                   -              -            -              -         -   (231,913)    (2,425,421)   (2,657,334) 
 
 Share options 
  - value of 
  services               -              -            -              -    47,222           -              -        47,222 
                  --------  -------------  -----------  -------------  --------  ----------  -------------  ------------ 
 
 Balance at 
  31 December 
  2009 - after 
  reorganisation    23,242              -   73,639,708   (53,846,526)   347,361   (106,615)   (14,319,340)     5,737,830 
                  --------  -------------  -----------  -------------  --------  ----------  -------------  ------------ 
 
 Balance at 
  1 January 
  2010 - after 
  reorganisation    23,242              -   73,639,708   (53,846,526)   347,361   (106,615)   (14,319,340)     5,737,830 
 
 Total 
  comprehensive 
  income for the 
  year                   -              -            -              -         -     106,615    (5,318,458)   (5,211,843) 
 
 Share options 
  - value of 
  services               -              -            -              -    78,305           -              -        78,305 
 
 Issue of 
  ordinary 
  shares             6,117      8,037,595    3,490,976              -         -           -              -    11,534,688 
                  --------  -------------  -----------  -------------  --------  ----------  -------------  ------------ 
 
 Balance at 
  31 December 
  2010 - after 
  reorganisation    29,359      8,037,595   77,130,684   (53,846,526)   425,666           -   (19,637,798)    12,138,980 
                  --------  -------------  -----------  -------------  --------  ----------  -------------  ------------ 
 
 
 
    Bahamas Petroleum Company plc 
                 31 December 2010 
 
 
Consolidated statement of cash 
for the year ended 31 December 2010 
                                                          2010         2009 
                                                         Group        Group 
                                                          US $          US$ 
 
    Cash flows from operating activities 
    Payments to suppliers and employees            (5,422,619)  (2,823,096) 
    Net cash used in operating activities          (5,422,619)  (2,823,096) 
 
    Cash flows from investing activities 
    Purchase of property, plant and equipment        (209,852)            - 
    Proceeds from sale of property, plant 
     and equipment                                           -        4,619 
    Payments for exploration and evaluation 
     assets                                          (960,507)      (8,237) 
    Deposit (payments)/repayments for bank 
     guarantees                                      (205,491)    1,085,061 
    Interest received                                        -        4,026 
    Net cash (used in)/generated by investing 
     activities                                    (1,375,850)    1,085,469 
 
    Cash flows from financing activities 
    Proceeds from issuance of ordinary 
     shares                                         11,534,688            - 
    Net cash generated from financing activities    11,534,688            - 
 
    Net increase/(decrease) in cash and 
     cash equivalents                                4,736,219  (1,737,627) 
 
    Cash and cash equivalents at the beginning 
     of the year                                     1,337,885    3,004,451 
 
    Exchange (losses)/gains on cash and 
     cash equivalents                                  (5,546)       71,031 
 
    Cash and cash equivalents at end of 
     year                                            6,068,558    1,337,855 
 
 
 
    1 Summary of significant accounting policies 
           The principal accounting policies applied in the preparation of 
           these preliminary financial statements are set out below. These 
           policies have been consistently applied to all the years presented, 
           unless otherwise stated. 
    1.1 Basis of preparation 
           The preliminary financial statements of Bahamas Petroleum Company 
           plc reflect the results and financial position of the Group for the 
           12 month period to 31 December 2010. 
                     These preliminary financial statements of Bahamas 
                     Petroleum Company plc have been prepared in accordance 
                     with International Financial Reporting Standards as 
                     adopted by the European Union (IFRS) and have been 
                     prepared under the historical cost convention. On 15 June 
                     2010, the Group underwent a Scheme of Arrangement which 
                     resulted in the redomicile of the Group from the Falkland 
                     Islands to the Isle of Man. The Scheme of Arrangement is 
                     explained in greater detail in note 3. The Scheme of 
                     Arrangement falls outside the scope of IFRS 3 "Business 
                     Combinations". Accordingly, following the guidance 
                     regarding the selection of appropriate accounting policy 
                     provided by IAS 8 "Accounting policies, changes in 
                     accounting estimates and errors", the Scheme of 
                     Arrangement has been accounted for in these preliminary 
                     financial statements using the principles of merger 
                     accounting. This policy reflects the economic substance 
                     of the Scheme of Arrangement. Although the Scheme of 
                     Arrangement did not become effective until 15 June 2010, 
                     the consolidated preliminary financial statements of 
                     Bahamas Petroleum Company plc for the year ended 31 
                     December 2010 are presented as if the Scheme of 
                     Arrangement had been effective on 1 January 2009. In 
                     accordance with the requirements of merger accounting, 
                     the comparative information in these consolidated 
                     preliminary financial statements has been extracted from 
                     the BPC Limited consolidated financial statements for the 
                     year ended 31 December 2009. Those financial statements 
                     incorporated the results of BPC Limited and its 
                     subsidiary undertakings for the financial year then 
                     ended. Earnings per share are unaffected by the Scheme of 
                     Arrangement. 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. Going concern These 
                     preliminary financial statements have been prepared on a 
                     going concern basis, which assumes that the Group will be 
                     able to meet its liabilities as and when they fall due 
                     for the foreseeable future. The Directors have prepared 
                     cash flow forecasts that indicate that the Group will be 
                     able to meet its financial obligations through to the end 
                     of 2012 from its existing liquid cash resources and post 
                     year end placements of ordinary shares. Additional cash 
                     resources may become available to the Group following the 
                     granting of three new exploration licences in the 
                     Bahamas, resulting in the completion of the farm-in 
                     agreement with Statoil and receipt of consideration funds 
                     thereof. However, the Group's ability to continue as a 
                     going concern and meet its obligations beyond 2012 is 
                     dependent on either further fund raising, completion of 
                     the Statoil farm-in agreement, or the agreement of 
                     further farm-in arrangements of the Group's licences. a) 
                     Standards, amendments and interpretations relevant to the 
                     Group which became effective in 2010 
 
                        -- IAS 36 (amendment), 'Impairment of assets', 
                        effective 1 January 2010. The amendment clarifies that 
                        the largest cash-generating unit (or group of units) 
                        to which goodwill should be allocated for the purposes 
                        of impairment testing is an operating segment, as 
                        defined by paragraph 5 of IFRS 8, 'Operating segments' 
                        (that is, before the aggregation of segments with 
                        similar economic characteristics). -- IFRS 2 
                        (amendments), 'Group cash-settled share- based payment 
                        transactions'. Effective from 1 January 2010. In 
                        addition to incorporating IFRIC 8, 'Scope of IFRS 2', 
                        and IFRIC 11, 'IFRS 2 - Group and treasury share 
                        transactions', the amendments expand on the guidance 
                        in IFRIC 11 to address the classification of group 
                        arrangements that were not covered by that 
                        interpretation. b) Standards, amendments and 
                        interpretations to existing standards that are 
                        relevant to the Group but not yet effective and have 
                        not been early adopted -- IFRS 9,'Financial 
                        instruments', issued in November 2009. This standard 
                        is the first step in the process to replace IAS 39, 
                        'financial instruments: recognition and measurement'. 
                        IFRS 9 introduces new requirements for classifying and 
                        measuring financial assets and is likely to affect the 
                        Group's accounting for its financial assets. The 
                        standard is not applicable until 1 January 2013 but is 
                        available for early adoption. However, the standard 
                        has not yet been endorsed by the EU. -- Revised IAS 24 
                        (revised), 'Related party disclosures', issued in 
                        November 2009.This supersedes IAS 24, 'Related party 
                        disclosures', issued in 2003. IAS 24 (revised) is 
                        mandatory for periods beginning on or after 1 January 
                        2011. Earlier application, in whole or in part, is 
                        permitted. However, the standard has not yet been 
                        endorsed by the EU. 
    1.2 Basis of consolidation 
           The consolidated preliminary financial statements incorporate the 
           financial statements of the Company and entities (including special 
           purpose entities) controlled by the Company (its subsidiaries) made 
           up to 31 December each year. Control is achieved where the Company 
           has the power to govern the financial and operating policies of an 
           investee entity so as to obtain benefits from its activities. The 
           results of subsidiaries acquired or disposed of during the year are 
           included in the consolidated statement of comprehensive income from 
           the effective date of acquisition or up to the effective date of 
           disposal, as appropriate. Where necessary, adjustments are made to 
           the financial statements of subsidiaries to bring the accounting 
           policies used in line with those used by the Group. All intra-group 
           transactions, balances, income and expenses (including unrealised 
           gains and losses on transactions between group companies) are 
           eliminated on consolidation. Changes in the Group's interest in a 
           subsidiary that do not result in a loss of control are accounted 
           for as equity transactions. Any difference between the amount by 
           which the non-controlling interests are adjusted and the fair value 
           of the consideration paid or received is recognised directly in 
           equity and attributed to the Group. The preliminary financial 
           statements consolidate the results, cash flows and assets and 
           liabilities of the Company and its wholly owned subsidiary 
           undertakings by the method of merger accounting. On consolidation, 
           the difference between the nominal value of the shares issued by 
           the Company during the Scheme of Arrangement and the cancellation 
           of the share capital and share premium of BPC (Falklands) Limited 
           has been debited to a merger reserve. 
    1.3 Segment reporting 
           All the Group's business activities relate to oil and gas 
           exploration activities in The Bahamas. Therefore the business is 
           managed as one business segment by the chief operating decision 
           maker ("CODM"), who has been identified as the Chief Executive 
           Officer ("the CEO"). The CODM receives reports at a consolidated 
           level and uses those reports to assess business performance. It is 
           not possible to assess performance properly using the financial 
           information collected at the subsidiary level. 
    1.4 Foreign currency translation 
           (i) Functional and presentation currency 
           Items included in the financial statements of each of the Group's 
           entities are measured using the currency of the primary economic 
           environment in which the entity operates ('the functional 
           currency'). The consolidated preliminary financial statements are 
           presented in United States Dollars, which is Bahamas Petroleum 
           Company plc's functional and presentation currency. 
           (ii) Transactions and balances 
           Foreign currency transactions are translated into the functional 
           currency using the exchange rates prevailing at the dates of the 
           transactions. Foreign exchange gains and losses resulting from the 
           settlement of such transactions and from the translation at year 
           end exchange rates of monetary assets and liabilities denominated 
           in foreign currencies are recognised in the statement of 
           comprehensive income. 
           (iii) Group companies 
    The results and financial position of all the Group entities (none of 
    which has the currency of a hyperinflationary economy) that have a 
    functional currency different from the presentation currency are 
    translated into the presentation currency as follows: -- assets and 
    liabilities for each balance sheet presented are translated at the closing 
    rate at the date of that balance sheet; -- income and expenses for each 
    income statement are translated at average exchange rates (unless this is 
    not a reasonable approximation of the cumulative effect of the rates 
    prevailing on the transaction dates, in which case income and expenses are 
    translated at the dates of the transactions. 
           On consolidation, exchange differences arising from the translation 
           of any net investment in foreign entities and of borrowings and 
           other currency instruments designated as hedges of such 
           investments, are taken to shareholders' equity. When a foreign 
           operation is partially disposed of or sold, exchange differences 
           are recognised in the statement of comprehensive income as part of 
           the gain or loss on sale. 
           Goodwill and fair value adjustments arising on the acquisition of a 
           foreign entity are treated as assets and liabilities of the foreign 
           entities and translated at the closing rate. 
    1.5 Property, plant and equipment 
           Property, plant and equipment is stated at historical cost less 
           depreciation. Historical cost includes expenditure that is directly 
           attributable to the acquisition of the items. 
           Subsequent costs are included in the asset's carrying amount or 
           recognised as a separate asset, as appropriate, only when it is 
           probable that future economic benefits associated with the item 
           will flow to the Group and the cost of the item can be measured 
           reliably. The carrying amount of the replaced part is derecognised. 
           All other repairs and maintenance are charged to the statement of 
           comprehensive income during the reporting period in which they are 
           incurred. 
           Depreciation on assets is calculated using the straight--line 
           method to allocate their cost, net of their residual values, over 
           their estimated useful lives, as follows: 
           -- Computer hardware                    3 years 
           -- Computer software                    3 years 
           -- Furniture, fittings and              4 years 
           equipment 
           - Motor vehicles                        5 years 
           -- Leasehold improvements               Over the life of the lease 
           The assets' residual values and useful lives are reviewed, and 
           adjusted if appropriate, at each balance sheet date. 
           An asset's carrying amount is written down immediately to its 
           recoverable amount if the asset's carrying amount is greater than 
           its estimated recoverable amount (note 1.9). 
           Gains and losses on disposals are determined by comparing proceeds 
           with carrying amount and are recognised within 'Loss on disposal of 
           fixed assets' in the statement of comprehensive income. 
 
 
    1.6 Impairment of assets 
           Intangible assets are not subject to amortisation and are tested 
           annually for impairment or more frequently if events or changes in 
           circumstances indicate that they might be impaired. Assets that are 
           subject to amortisation are reviewed for impairment whenever events 
           or changes in circumstances indicate that the carrying amount may 
           not be recoverable. An impairment loss is recognised for the amount 
           by which the asset's carrying value exceeds its recoverable amount. 
           The recoverable amount is the higher of an asset's fair value less 
           costs to sell and value in use. For the purposes of assessing 
           impairment, assets are grouped at the lowest levels for which there 
           are separately identifiable cash inflows which are largely 
           independent of the cash inflows from other assets or groups of 
           assets (cash-generating units). Non-financial assets other than 
           goodwill that suffered an impairment are reviewed for possible 
           reversal of the impairment at each reporting date. 
    1.7 Exploration and evaluation assets 
           Exploration and evaluation expenditure incurred which relates to 
           more than one area of interest is allocated across the various 
           areas of interest to which it relates on a proportionate basis. 
           Exploration and evaluation expenditure incurred by or on behalf of 
           the Group is accumulated separately for each area of interest. The 
           area of interest adopted by the Group is defined as a petroleum 
           title. 
           Expenditure in the area of interest comprises net direct costs and 
           an appropriate portion of related overhead expenditure, but does 
           not include the general overheads or administrative expenditure not 
           having a specific nexus with a particular area of interest. 
    Exploration expenditure for each area of interest, other than that 
    acquired from the purchase of another entity, is carried forward as an 
    asset provided that one of the following conditions is met: -- The costs 
    are expected to be recouped through successful development and 
    exploitation of the area of interest, or alternatively by its sale; and -- 
    Exploration and/or evaluation activities in the area of interest have not, 
    at the reporting date, reached a stage which permits a reasonable 
    assessment of the existence or otherwise of economically recoverable 
    reserves and active and significant operations in, or in relation to, the 
    area of interest are continuing. 
           Exploration expenditure which fails to meet at least one of the 
           conditions outlined above is written off. Costs incurred in 
           drilling exploration wells that fail to encounter significant 
           hydrocarbons are written off in the year incurred. 
           Exploration assets acquired are reassessed on a regular basis and 
           related costs are carried forward provided that at least one of the 
           conditions outlined above is met. 
           Expenditure is not carried forward in respect of any area of 
           interest unless the Group's right of tenure to that area of 
           interest is current. 
    1.8 Financial assets 
           Other receivables 
           Other receivables are non--derivative financial assets with fixed 
           or determinable payments that are not quoted in an active market. 
           They are included in current assets, except for those with 
           maturities greater than 12 months after the balance sheet date 
           which are classified as non--current assets. Other receivables are 
           included in the balance sheet. 
    1.9 Cash and cash equivalents 
           For cash flow statement presentation purposes, cash and cash 
           equivalents includes cash on hand, deposits held at call with 
           financial institutions, other short--term and highly liquid 
           investments with original maturities of three months or less that 
           are readily convertible to known amounts of cash and which are 
           subject to an insignificant risk of changes in value. 
    1.10 Share capital 
           Ordinary 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 the proceeds. 
    1.11 Trade and other payables 
           These amounts represent liabilities for goods and services provided 
           to the Group prior to the end of financial year which are unpaid. 
           The amounts are unsecured and are usually paid within 30 days of 
           recognition. Trade payables are recognised initially at fair value 
           and subsequently measured at amortised cost using the effective 
           interest method. 
    1.12 Employee benefits 
           (i) Wages and salaries, annual leave and sick leave 
           Liabilities for wages and salaries, including non--monetary 
           benefits, expected to be settled within 12 months of the reporting 
           date are recognised in other payables in respect of employees' 
           services up to the reporting date and are measured at the amounts 
           expected to be paid when the liabilities are settled. 
           (ii) Share--based compensation 
           The Group operates a share-based compensation plan. The fair value 
           of the employee services received in exchange for the grant of the 
           options is recognised as an expense. The total amount to be 
           expensed over the vesting period is determined by reference to the 
           fair value of the options granted, excluding the impact of any 
           non-market vesting conditions (for example, profitability and sales 
           growth targets). Non-market vesting conditions are included in 
           assumptions about the number of options that are expected to vest. 
           At each balance sheet date the entity revises its estimates of the 
           number of options that are expected to vest. It recognises the 
           impact of the revision to original estimates, if any, in the income 
           statement, with a corresponding adjustment to equity. 
           The proceeds received net of any directly attributable transaction 
           costs are credited to share capital (nominal value) and share 
           premium when the options are exercised. 
           ii) Bonuses 
           The Group recognises a liability and an expense for bonuses. 
           Bonuses are approved by the board and a number of factors are taken 
           into consideration when determining the amount of any bonus 
           payable, including the recipient's existing salary, length of 
           service and merit. The Group recognises a provision where 
           contractually obliged or where there is a past practice that has 
           created a constructive obligation. 
 
 
    1.13 Revenue recognition 
           Interest Income 
           Interest income is recognised on a time proportion basis using the 
           effective interest method. 
    1.14 Leases 
           Leases in which a significant portion of the risks and rewards of 
           ownership are not transferred to the Group as lessee are classified 
           as operating leases. Payments made under operating leases (net of 
           any incentives received from the lessor) are charged to the 
           statement of comprehensive income on a straight--line basis over 
           the period of the lease. 
 
 
    2 Basic and diluted loss per share 
 
           (a) Basic 
           Basic loss per share is calculated by dividing the loss 
           attributable to equity holders of the Company by the weighted 
           average number of ordinary shares in issue during the year. 
 
                                                 2010 Group              2009 
                                                                        Group 
 
           Loss attributable to equity 
           holders of the Company            US$(5,318,458)    US$(2,425,421) 
           Weighted average number of 
            ordinary shares in issue            876,109,553       789,639,838 
           Basic loss per share (US Cents 
            per share)                               (0.61)            (0.31) 
 
 
           (b) Diluted 
           Diluted loss per share is calculated by adjusting the weighted 
           average number of ordinary shares outstanding to assume conversion 
           of all dilutive potential ordinary shares. The Company has one 
           category of dilutive potential ordinary shares: share options. For 
           these share options, a calculation is performed to determine the 
           number of shares that could have been acquired at fair value 
           (determined as the average annual market share price of the 
           Company's shares) based on the monetary value of the subscription 
           rights attached to outstanding share options. The number of shares 
           calculated as above is compared with the number of shares that 
           would have been issued assuming the exercise of the share 
           options. 
                                                 2010 Group              2009 
                                                                        Group 
Total Share Options in Issue                              -         7,896,398 
 
           The effect of all the above share options granted is 
            anti-dilutive; as a result they have been omitted from the 
            calculation of diluted loss per share. 
 
 
 
    3 Scheme of Arrangement 
 
 

On 15 June 2010 Bahamas Petroleum Company plc (formerly BPC plc) ("BPC plc"), a company incorporated in the Isle of Man, became the ultimate holding company of BPC Falklands Limited (formerly BPC Limited) pursuant to a Scheme of Arrangement approved by the Chief Justice of the Falkland Islands and the shareholders of BPC Falklands Limited, the then AIM listed holding company of the BPC Group (the "Scheme of Arrangement"). Pursuant to the Scheme of Arrangement, ordinary shares, each having a nominal value of GBP0.00002, of BPC Limited ("BPC Limited Ordinary Shares") were exchanged, on a one for one basis, for ordinary shares, each having a nominal value of GBP0.00002, of BPC plc ("BPC plc Ordinary Shares").

As a result of the Scheme of Arrangement, BPC Falklands Limited is now a wholly owned subsidiary of BPC plc. The BPC plc Ordinary Shares carry substantially the same rights as did the BPC Limited Ordinary Shares. The Scheme of Arrangement did not involve any cash payment for the BPC plc Ordinary Shares. Immediately after the Scheme of Arrangement became effective BPC plc had the same Board of Directors, management and corporate governance arrangements as BPC Limited had immediately prior thereto. The consolidated assets and liabilities of BPC plc immediately after the effective time of the Scheme of Arrangement are the same as the consolidated assets and liabilities of BPC Falklands Limited immediately prior thereto.

BPC plc was incorporated on 25 August 2009. Prior to 15 June 2010 BPC plc was held in trust for the Group. The Group at the time maintained full control over the economic decisions of the company.

All BPC Limited share options that were in existence immediately prior to the Scheme of Arrangement were exchanged on a one for one basis for share options in BPC plc with no change in terms or conditions.

On 29 December 2010, the directors and shareholders of BPC Falklands Limited authorised a dividend in specie to be paid to the parent company, Bahamas Petroleum Company plc. As consideration for the dividend BPC Falklands Limited transferred all of its net assets to Bahamas Petroleum Company plc, including its 100% holding in BPC Jersey Limited.

This information is provided by RNS

The company news service from the London Stock Exchange

END

FR EASDEDDXFEFF

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