First Calgary Petroleums Ltd. Reports Second Quarter Results

 

    TSX: FCP   LSE:  FPL

 

    CALGARY, Aug. 12 /CNW/ - First Calgary Petroleums Ltd. is pleased to

report financial results for the six months ended June 30, 2004.

 

    Report to Shareholders

 

    First Calgary Petroleums Ltd. ("FCP" or the "Company"), an international

exploration company active in Algeria, operates Ledjmet Block 405b and Yacoub

Block 406a in the Berkine Basin. In this report, $ refers to the U.S. dollar

and C$ refers to the Canadian dollar.

    FCP continued to experience excellent drilling results on both of its

blocks during the second quarter with the LEC-1 and ZCH-1 exploration wells.

With four additional Block 405b wells currently drilling or planned for the

remainder of the year (MZLN-1, LES-1, MZLS-1 and LEW-1), the Company will

drill seven wells in 2004. In addition to the active drilling programme, FCP

is continuing to acquire 3D seismic data which will be used to evaluate more

of the Company's Berkine lands and identify additional drilling locations.

 

    Ledjmet Block 405b

 

    On Block 405b, there are currently six cased gas and condensate wells, of

which the Company drilled five. On a cumulative basis, the wells production

tested 91,620 barrels of oil equivalent per day consisting of 424 million

cubic feet of gas per day and 21,081 barrels of condensate per day.

 

    The following is a summary of the wells, production test results obtained

to date and wells planned for the remainder of the year:

 

   

 

    -------------------------------------------------------------------------

                                 Barrels of     Million cubic   Barrels of

    Well (1)     Status       oil equivalent     feet of gas    condensate

                                 per day (2)       per day       per day

    -------------------------------------------------------------------------

    MLE-1     Cased & tested       8,911            43            1,745

    -------------------------------------------------------------------------

    MLE-2     Cased & tested      44,330           189           12,874

    -------------------------------------------------------------------------

    MLE-3     Cased & tested      24,743           127            3,643

    -------------------------------------------------------------------------

    MLE-4     Cased & tested       5,090            23            1,223

    -------------------------------------------------------------------------

    MLE-5     Cased & tested       8,546            42            1,596

    -------------------------------------------------------------------------

    LEC-1     Cased & testing

                 in progress

    -------------------------------------------------------------------------

    MZLN-1    Drilling

    -------------------------------------------------------------------------

    LES-1     Drilling

    -------------------------------------------------------------------------

    MZLS-1    2004 Location

    -------------------------------------------------------------------------

    LEW-1     2004 Location

    -------------------------------------------------------------------------

                                  91,620           424           21,081

    -------------------------------------------------------------------------

 

    (1) This table does not include the ZCH-1 well (Block 406a) which

        production tested 8,545 barrels of hydrocarbon liquids and

        56.2 million cubic feet of gas per day.

 

    (2) Using a conversion ratio of 6 thousand cubic feet of gas to 1 barrel

        of oil equivalent.

 

    During the quarter ended June 30, 2004, FCP completed production testing

the MLE-5 appraisal well. The well was drilled to assess the eastern extension

of the MLE Field onto a previously undrilled fault block.

    Following the MLE-5 well, FCP's drilling programme focused on exploring

the acreage west of the MLE Field. The Company drilled and logged the LEC-1

exploration well to total depth of 4,437 metres. LEC-1 is FCP's first

exploration well on the Block and one of the targets identified from the 2003

seismic programme. The well was drilled to evaluate a structural high,

separate from the MLE Field. The wireline logs indicate the presence of

42 metres of net hydrocarbon pay over multiple intervals. A production testing

programme is currently underway and results are expected to be available in

September.

    Near the end of the quarter, FCP commenced drilling operations on the

MZLN-1 well which has a projected depth of 4,500 metres and offsets the

abandoned MZL-1 well, drilled in 1987. The MZLN-1 well has two objectives: to

confirm and extend the hydrocarbon pay identified in the MZL-1 borehole and to

explore for new reserves in additional geological horizons. MZLN-1 is expected

to reach total depth in August.

    Subsequent to June 30, 2004, FCP commenced drilling operations on the 

LES-1 exploration well. This well, having a planned depth of 4,500 metres, is

anticipated to reach total depth in September and will be used to evaluate a

separate structure on the southern part of Block 405b.

    The Company has also recently completed the 550 km(2) 3D seismic

acquisition programme covering the Block's western acreage. Processing of the

field data is in progress and initial interpretation of this survey is

expected to be completed during the third quarter. FCP now has 3D seismic data

covering essentially the entire Block and is well positioned to explore the

balance of its undrilled lands.

 

    Yacoub Block 406a

 

    During the second quarter FCP drilled its first discovery on Block 406a,

ZCH-1. The exploration well, located on the southeast portion of the Block, is

approximately 30 km from the nearest producing hydrocarbon accumulations. The

cumulative initial production test rates, completed in July, were

8,545 barrels of hydrocarbon liquids (comprised of 6,376 barrels of light oil

and 2,169 barrels of condensate) and 56.2 million cubic feet of natural gas

per day from several geological zones at various wellhead flowing pressures.

The well encountered multiple light oil reservoirs and multiple gas reservoirs

with high yields of associated condensate. Test results are being further

analyzed to project reservoir sizes and to assess production potential.

    FCP holds its hydrocarbon rights in Block 406a pursuant to a joint

venture between the Company and Sonatrach, held 49% and 51% respectively. A

portion of the total recoverable natural gas reserves will be considered

strategic reserves and will be excluded by Algerian law from the joint

venture.

    Encouraged by the ZCH-1 results, FCP has commenced a 613 km(2) 3D seismic

programme on the Block to delineate the size of the structure and define both

appraisal and further exploration drilling locations. The acquisition,

processing and initial interpretation of this survey are expected to be

completed around the end of the year.

    The ZCH-1 discovery on Block 406a is significant for the Company. With a

sizeable unexplored acreage position on this structural trend, it has the

potential to add materially to the Company's reserves. This discovery provides

an excellent complement and balance to the gas and condensate discoveries on

Ledjmet Block 405b.

 

    Management's Discussion and Analysis

 

    Management's discussion and analysis ("MD&A") should be read in

conjunction with the unaudited interim financial statements for the three and

six month periods ended June 30, 2004 and 2003 and the audited financial

statements and MD&A for the year ended December 31, 2003.

 

    Operations and Capital Expenditures

 

    FCP operates in Algeria where it has the rights to explore and appraise

two large acreage blocks, Ledjmet Block 405b and Yacoub Block 406a. The

Company's rights and obligations are set out in hydrocarbon agreements with

Sonatrach, the national oil company of Algeria, which represents the interest

of the state.

    The hydrocarbon agreements require FCP to conduct certain drilling and

seismic activities over periods of time. The exploration and appraisal phases

of the agreements that extend for five years are divided into two periods with

each period containing a minimum work commitment. In each agreement, the first

period is for three years, and the Company then has the option to enter a

second exploration period of two years. Following the exploration and

appraisal phase of each agreement, the Company and Sonatrach will obtain

exploitation permits for any reserves determined to be commercial, subject to

certain exclusions, and all lands not subject to an exploitation permit will

be returned to the government.

 

    Ledjmet Block 405b

 

    The Company is in the third year of the first exploration period of the

Block 405b hydrocarbon agreement. The first exploration period will end in

December 2004. At June 30, 2004, FCP has met all of the first period work

commitments with the drilling of the LEC-1 exploration well, which is

currently being tested. Based upon the drilling results obtained to date and

the seismic data on the Block, the Company is optimistic about the exploration

potential of the undrilled lands to the west of the MLE and LEC discoveries.

Accordingly, FCP expects to commit to the second exploration period, at which

time FCP will be required to relinquish 30% of the Block's acreage. The work

commitment for the two year second exploration period includes acquiring

additional seismic and drilling one exploration well by December 31, 2006.

    As part of the Block 405b hydrocarbon agreement, FCP obtained the right

to appraise and develop the MLE reserves discovered with the MLE-1 well. FCP

has now drilled four MLE appraisal wells: MLE-2, MLE-3, MLE-4 and MLE-5. As

compensation for the right to access the MLE discovery, the Company is

committed to pay Sonatrach a fee of $0.25 per barrel of oil equivalent

calculated on the total estimated recoverable MLE reserves. The access fee

will be determined at the time the MLE reserves are declared commercial by

Sonatrach and will be payable as a deduction from Sonatrach's share of the MLE

development expenditures.

 

    Yacoub Block 406a

 

    The Company is in the first year of the second exploration period of the

Block 406a hydrocarbon agreement. With the drilling of the ZCH-1 exploration

well, FCP has satisfied all of its first exploration period work commitments.

The second exploration period will end in November 2005 and its work

commitment includes the acquisition of seismic and drilling two additional

exploration wells. The cost of this commitment is currently estimated at

$12.75 million. If the Company fails to satisfy this work obligation, the

rights, other than for which an exploitation permit has been granted or

requested, will be returned and the Company will be liable to pay Sonatrach a

penalty of $12.75 million.

 

    Capital Expenditures

 

    Capital expenditures for the six months ended June 30, 2004 totaled

$38.5 million compared to $17.6 million in the comparable period in 2003. Of

the 2004 expenditures, $30.5 million related to drilling, completion and

testing activities, $5.0 million was spent on seismic and $3.0 million related

to administrative and support services for the Algerian operations.

    Capital expenditures for the three months ended June 30, 2004 totaled

$24.4 million compared to $8.9 million in 2003. In the second quarter of 2004

the Company production tested the MLE-5 appraisal well, completed drilling the

LEC-1 and ZCH-1 exploration wells and continued a 550 km(2) 3D seismic

programme on Block 405b. Of the second quarter 2004 expenditures,

$19.4 million related to drilling, completion and testing activities,

$4.1 million was spent on seismic and $0.9 million related to administrative

and support services for the Algerian operations.

    Following the ZCH-1 discovery, the Company increased its Block 406a 2004

capital programme to include a 613 km(2) 3D seismic program estimated to cost

$6.0 million. This seismic data will be used to identify future drilling

locations.

 

    Liquidity and Capital Resources

 

    FCP continues to rely on equity to fund its operations and capital

programmes. The Company had working capital of $48.7 million at June 30, 2004

compared to $83.1 million at December 31, 2003. Changes in the Company's

working capital are primarily a function of the timing and magnitude of its

equity financings and capital expenditures. The $34.4 million reduction in

working capital for the six months ended June 30, 2004 is attributed to

$38.5 million of capital expenditures, $7.0 million in proceeds from the

exercise of options and warrants and $2.9 million to fund operations. During

the three months ended June 30, 2004, the $26.0 million reduction in the

Company's working capital is attributed to $24.4 million of capital

expenditures, $0.4 million in proceeds from the exercise of options and

warrants and $2.0 million to fund operations.

    FCP has an active seismic and drilling programme planned for the

remainder of 2004 that will be funded substantially by the Company's working

capital. It is expected the Company will require additional capital prior to

the end of 2004 to fund operations and future capital spending. The capital

markets presently appear receptive to the oil and gas sector and the Company

believes this environment will continue into the foreseeable future. In

addition, the development of the Block 405b reserves through to commercial

production will require significant funding that is expected to be in the form

of equity, debt, joint ventures or some combination thereof. The Company has

been approached by a number of parties seeking to fund the Ledjmet

development. To date, no financing arrangements have been made, however, the

Company is optimistic the necessary funding will be available when required

under reasonable commercial terms.

    The Company is listed on the Toronto Stock Exchange and the AIM market of

the LondonStock Exchange. For the six months ended June 30, 2004,

$7.0 million has been received from the issuance of 2,422,725 common shares

pursuant to the exercise of stock options and warrants. During the three

months ended June 30, 2004 the Company received $0.4 million for the issuance

of 194,333 common shares from the exercise of stock options and warrants.

    The fully-diluted number of shares outstanding at August 5, 2004,

June 30, 2004 and December 31, 2003 were as follows:

 

                                       August 5,     June 30,    December 31,

                                         2004          2004          2003

    -------------------------------------------------------------------------

    Common shares                    165,529,411   165,479,411   163,056,686

    Employee stock options             9,077,668     9,012,668     9,018,401

    Common share purchase warrants       154,549       204,549     1,913,209

    Non-employee stock options           900,000       900,000       900,000

    -------------------------------------------------------------------------

    Fully-diluted shares outstanding 175,661,628   175,596,628   174,888,296

    -------------------------------------------------------------------------

 

 

    Operating Results and Selected Quarterly Information

 

                               2004                      2003

    (000's of

     U.S. dollars)         Q2       Q1       Q4       Q3       Q2       Q1

    -------------------------------------------------------------------------

    Interest and

     other income      $    238 $    415 $    315 $     81 $    118 $    124

    Expenses

      General and

       administrative     1,048      910      962      660      539      442

      Stock-based

       compensation       1,375    1,389    3,579      233      214      653

      Foreign exchange

       loss (gain)        1,137      292     (320)    (192)     633      421

      Write-off Yemen

       investment             -        -    1,035        -        -        -

      Earthquake

       donation               -        -        -        -    1,000        -

      Other expenses         92       90      290       34       97        8

    -------------------------------------------------------------------------

                          3,652    2,681    5,546      735    2,483    1,524

    Net loss             (3,414)  (2,266)  (5,231)    (654)  (2,365)  (1,400)

    Net loss

     per share            (0.02)   (0.01)   (0.03)   (0.01)   (0.02)   (0.01)

 

    Share capital       172,376  171,897  165,181   62,463   62,295   62,194

 

    Working capital

     (deficiency)        48,664   74,659   83,110   (1,150)  10,383   19,947

    Capital assets      107,267   82,886   68,708   52,106   41,061   29,085

    Other liabilities      (174)    (151)    (123)     (92)     (91)     (61)

    -------------------------------------------------------------------------

    Shareholders'

     equity            $155,757 $157,394 $151,695 $ 50,864 $ 51,353 $ 48,971

    -------------------------------------------------------------------------

    -------------------------------------------------------------------------

 

 

                               2002

    (000's of

     U.S. dollars)         Q4       Q3

    -------------------------------------

    Interest and

     other income      $     75 $     84

    Expenses

      General and

       administrative       543      743

      Stock-based

       compensation          31      214

      Foreign exchange

       loss (gain)          (81)      60

      Write-off Yemen

       investment             -        -

      Earthquake

       donation               -        -

      Other expenses          5        5

    -------------------------------------

                            498    1,022

    Net loss               (423)    (938)

    Net loss per share    (0.01)   (0.01)

 

    Share capital        40,351   38,482

 

    Working capital

     (deficiency)         6,640   13,954

    Capital assets       18,862   10,053

    Other liabilities       (22)     (22)

    -------------------------------------

    Shareholders'

     equity            $ 25,480 $ 23,985

    -------------------------------------

    -------------------------------------

 

    The Company's interest and other income for the three and six month

periods ended June 30, 2004, were higher compared with the 2003 comparable

periods as a result of higher average cash and term-deposit balances on hand

during 2004.

    The Company's general and administrative expenses were $2.0 million for

the six months ended June 30, 2004 compared with $1.0 million in the

comparable 2003 period. For the three months ended June 30, 2004 and 2003, the

general and administrative expenses were $1.0 and $0.5 million, respectively.

The increased expense during 2004 is primarily attributed to increased

employee levels, administrative support, investor relations expenses and stock

exchange listing fees.

    Stock-based compensation expense was $2.8 million for the six months

ended June 30, 2004 compared with $0.9 million in the comparable 2003 period.

For the three months ended June 30, 2004 and 2003, the stock-based

compensation expense was $1.4 and $0.2 million, respectively. The increased

2004 expense is primarily attributed to the accrued vesting of options granted

in the fourth quarter of 2003 and to higher estimated option fair values.

    The Company recorded a foreign exchange loss of $1.4 million for the six

months ended June 30, 2004, of which $1.1 million was incurred during the

second quarter. The loss primarily resulted from the effects of the weakening

U.S. dollar against Canadian dollar deposits held during the quarter. A

$0.6 million loss was recorded in the comparable 2003 period due primarily

from foreign exchange rate changes on British pound holdings generated from

the February 2003 public share offering. The Company changed its functional

currency in the fourth quarter of 2003 from the Canadian dollar to the

U.S. dollar. The functional currency is the unit of reference by which all

foreign currency transactions are measured and foreign exchange gains or

losses determined.

 

    Business Risks and Uncertainties

 

    The MD&A for the year ended December 31, 2003 includes an overview of

certain of the business risks and uncertainties facing the Company. Those

risks remain in effect as at June 30, 2004.

 

    Outlook

 

    The Company has an active exploration programme planned for the remainder

of the year. The Company has two drilling rigs contracted and will continue

its exploration drilling on a number of seismically identified structures.

    In addition, work is continuing to formulate plans for the MLE

development, which is a major undertaking for the Company. Carrying this

project through to commercial production as expeditiously as possible

continues to be a priority.

 

    Advisory Regarding Forward-Looking Statements

 

    Certain information with respect to the Company contained in this report

contains forward-looking statements. These forward-looking statements are

based on assumptions and are subject to numerous risks and uncertainties, some

of which are beyond FCP's control, including the impact of general economic

conditions, industry conditions, volatility of commodity prices, currency

exchange rate fluctuations, reserve estimates, environmental risks,

competition from other explorers, stock market volatility and the ability to

access sufficient capital. FCP's actual results, performance or achievement

could differ materially from those expressed in, or implied by, these  

forward-looking statements and, accordingly, no assurance can be given that

any events anticipated by the forward-looking statements will transpire or

occur.

 

    August 5, 2004

 

 

 

    FIRST CALGARY PETROLEUMS LTD.

    Consolidated Balance Sheets

 

    (Expressed in thousands of U.S. dollars)

 

    -------------------------------------------------------------------------

                                                       June 30   December 31

                                                          2004          2003

    -------------------------------------------------------------------------

                                                    (Unaudited)     (Audited)

    Assets

 

    Current assets:

      Cash and short-term deposits (note 3)           $ 61,481      $ 95,185

      Accounts receivable                                  120           144

      Deposits and prepaid expenses                        361           326

    -------------------------------------------------------------------------

                                                        61,962        95,655

 

    Property, plant and equipment                      107,267        68,708

 

    -------------------------------------------------------------------------

                                                      $169,229      $164,363

    -------------------------------------------------------------------------

    -------------------------------------------------------------------------

 

    Liabilities and Shareholders' Equity

 

    Current liabilities:

      Accounts payable and accrued liabilities

       (note 4)                                       $ 13,298      $ 12,544

 

    Asset retirement obligations                           174           124

 

    Shareholders' equity:

      Capital stock (note 5)                           172,376       165,181

      Contributed surplus (note 5)                       7,396         4,849

      Cumulative translation adjustment                  6,502         6,502

      Deficit                                          (30,517)      (24,837)

    -------------------------------------------------------------------------

                                                       155,757       151,695

 

    Operations and commitments (note 1)

 

    -------------------------------------------------------------------------

                                                      $169,229      $164,363

    -------------------------------------------------------------------------

    -------------------------------------------------------------------------

 

    See accompanying notes to interim consolidated financial statements.

 

 

 

    FIRST CALGARY PETROLEUMS LTD.

    Consolidated Statements of Operations and Deficit

 

    (Expressed in thousands of U.S. dollars)

 

    -------------------------------------------------------------------------

                                  Three months ended        Six months ended

                                         June 30                 June 30

    (Unaudited)                     2004        2003        2004        2003

    -------------------------------------------------------------------------

                                           (Restated               (Restated

                                          see note 2)             see note 2)

    Revenue:

      Interest and other income $    238    $    118    $    653    $    242

    -------------------------------------------------------------------------

 

    Expenses:

      General and administrative   1,048         539       1,958         982

      Stock-based compensation

       (note 5)                    1,375         214       2,764         867

      Foreign exchange loss        1,137         633       1,429       1,054

      Algerian earthquake

       relief donation                 -       1,000           -       1,000

      Capital taxes                   73          88         143          88

      Depreciation                    17           7          35          13

      Accretion of asset

       retirement obligations          2           2           4           3

    -------------------------------------------------------------------------

                                   3,652       2,483       6,333       4,007

 

    -------------------------------------------------------------------------

    Loss for the period           (3,414)     (2,365)     (5,680)     (3,765)

 

    Deficit, beginning of period (27,103)    (16,586)    (24,837)    (15,186)

 

    -------------------------------------------------------------------------

    Deficit, end of period      $(30,517)   $(18,951)   $(30,517)   $(18,951)

    -------------------------------------------------------------------------

    -------------------------------------------------------------------------

 

    Loss per share (note 5)     $  (0.02)   $  (0.02)   $  (0.03)   $  (0.03)

    -------------------------------------------------------------------------

    -------------------------------------------------------------------------

 

    See accompanying notes to interim consolidated financial statements.

 

 

 

    FIRST CALGARY PETROLEUMS LTD.

    Consolidated Statements of Cash Flows

 

    (Expressed in thousands of U.S. dollars)

 

    -------------------------------------------------------------------------

                                  Three months ended        Six months ended

                                         June 30                 June 30

    (Unaudited)                     2004        2003        2004        2003

    -------------------------------------------------------------------------

                                           (Restated               (Restated

                                          see note 2)             see note 2)

 

    Operating activities:

      Loss for the period       $ (3,414)   $ (2,365)   $ (5,680)   $ (3,764)

      Items not involving cash:

        Stock-based compensation   1,375         214       2,764         867

        Foreign exchange loss

         on cash                   1,100           -       1,340           -

        Depreciation                  17           7          35          13

        Accretion of asset

         retirement obligations        2           2           4           3

    -------------------------------------------------------------------------

                                    (920)     (2,142)     (1,537)     (2,881)

        Change in non-cash

         working capital              94        (198)       (193)       (260)

    -------------------------------------------------------------------------

                                    (826)     (2,340)     (1,730)     (3,141)

 

    Financing activities:

      Proceeds from issuance

       of shares                       -           -           -      23,121

      Proceeds from exercise

       of warrants                   272           -       6,335         307

      Proceeds from exercise

       of options                    144         118         657         238

      Issue costs                    (14)        (17)        (14)     (1,722)

    -------------------------------------------------------------------------

                                     402         101       6,978      21,944

 

    Investing activities:

      Capital expenditures       (24,377)     (8,943)    (38,548)    (17,553)

      Change in non-cash

       working capital               877       1,048         936       1,412

    -------------------------------------------------------------------------

                                 (23,500)     (7,895)    (37,612)    (16,141)

 

    -------------------------------------------------------------------------

    Increase (decrease) in cash

     and short-term deposits     (23,924)    (10,134)    (32,364)      2,662

 

    Effect of exchange rate

     fluctuations on cash

     and short-term deposits      (1,100)      2,051      (1,340)      3,286

 

    Cash and short-term deposits,

     beginning of period          86,505      26,453      95,185      12,422

 

    -------------------------------------------------------------------------

    Cash and short-term deposits,

     end of period              $ 61,481    $ 18,370    $ 61,481    $ 18,370

    -------------------------------------------------------------------------

    -------------------------------------------------------------------------

 

    See accompanying notes to interim consolidated financial statements.

 

 

 

    FIRST CALGARY PETROLEUMS LTD.

    Notes to Interim Consolidated Financial Statements

 

    Six months ended June 30, 2004 (unaudited)

    (Expressed in thousands of U.S. dollars unless otherwise indicated)

 

    -------------------------------------------------------------------------

 

        The interim consolidated financial statements of First Calgary

        Petroleums Ltd. ("the Company") have been prepared by management in

        accordance with accounting principles generally accepted in Canada

        and following the same accounting policies as the annual consolidated

        financial statements for the year ended December 31, 2003. The

        disclosures included below are incremental to those included with the

        annual consolidated financial statements. The interim consolidated

        financial statements should be read in conjunction with the annual

        consolidated financial statements and the notes thereto in the

        Company's annual report for the year ended December 31, 2003.

 

    1.  Operations and commitments:

 

        The Company is focusing operations in Algeria where it has the rights

        to explore, appraise and develop two acreage blocks, Yacoub Block

        406a ("Block 406a") and Ledjmet Block 405b ("Block 405b"). The

        Company's rights and obligations in each Block are set out in

        hydrocarbon agreements with Sonatrach, the national oil company of

        Algeria. These hydrocarbon agreements are structured such that the

        Company has committed to conduct certain minimum exploration

        activities over a period of time and in return earns an interest in

        commercial discoveries, subject to certain exclusions respecting

        Block 406a.

 

        (a) Block 406a:

 

            In 2000 the Company entered into a joint venture agreement with

            Sonatrach to explore Block 406a in the Berkine Basin.

            At June 30, 2004 the Company had fulfilled its first exploration

            period work obligations with the drilling of the ZCH-1

            exploration well. The Company has elected to enter the second

            exploration period extending the exploration rights for two years

            through to November 2005. The work obligation for the second

            exploration period is to conduct a seismic programme and drill

            two exploration wells. The estimated cost of this work is

            $12.75 million. If the Company fails to satisfy the work

            obligations, the rights, other than for areas for which an

            exploration permit has been granted or requested, could be

            forfeited and the Company will be liable to pay Sonatrach a

            penalty. The penalty for failure to complete the second

            exploration period work obligation is $12.75 million. In addition

            to the work commitments, the Company is obligated to pay an

            annual training bonus in the amount of $150 thousand for the

            duration of the contract.

 

        (b) Block 405b:

 

            In 2001 the Company entered into a production-sharing contract

            with Sonatrach to explore and appraise Block 405b in the Berkine

            Basin. At June 30, 2004 the Company had fulfilled its first

            exploration period work obligations with the drilling of the

            LEC-1 exploration well. The contract provides the Company with

            the right to appraise and develop the MLE Field previously

            discovered on the Block. Should the Company exercise this right,

            a reserve-based access fee of $0.25 per barrel of oil equivalent

            will be owed to Sonatrach on the commercialization of the Field.

            The contract also provides the Company with the option to enter a

            second exploration period that would extend through to

            December 2006. The work obligation for the second exploration

            period is to conduct a seismic programme and drill one

            exploration well. The estimated cost of this work is

            $11.0 million. Should the Company elect into the second

            exploration period and fails to satisfy the work obligation of

            that period, the rights, other than for areas for which an

            exploitation permit has been granted or requested, could be

            forfeited and the Company will be liable to pay Sonatrach a

            penalty of $6.25 million. In addition to the work commitments,

            the Company is obligated to pay an annual training bonus in the

            amount of $150 thousand for the duration of the contract.

 

        While the Company currently has sufficient resources to meet its

        required work commitments, these resources may be directed to other,

        optional capital programmes depending on the success of expenditures

        and other opportunities which become available to the Company. In

        addition, the development of the Block 405b reserves through to

        commercial production will require additional funding in the form of

        equity, debt, joint ventures or some combination thereof.

 

 

    2.  Changes in accounting policies and restatement of prior periods:

 

        In the fourth quarter of 2003, the Company adopted three new

        accounting policies which require restatement of the previously

        reported 2003 interim financial statements. The new accounting

        policies were the change to the U.S. dollar as the Company's

        reporting currency, the recognition of compensation expense for stock

        options granted to employees after January 1, 2003 and the new

        accounting standard for asset retirement obligations.

 

 

    3.  Cash and short-term deposits:

 

        The Company considers deposits in banks, certificates of deposit and

        short-term investments with original maturities of three months or

        less as cash and short-term deposits. The components of cash and

        short-term deposits are as follows:

 

        ---------------------------------------------------------------------

                                                       June 30   December 31

                                                          2004          2003

        ---------------------------------------------------------------------

        Cash on deposit:

          U.S. dollars                                $ 13,174      $ 50,912

          Canadian dollars                                 179           791

          British pounds                                   135           286

          Algerian dinars                                1,666            50

 

        Bank term deposits:

          Canadian dollars                              45,825        42,644

          U.S. dollars                                     502           502

        ---------------------------------------------------------------------

                                                      $ 61,481      $ 95,185

        ---------------------------------------------------------------------

        ---------------------------------------------------------------------

 

 

    4.  Accounts payable and accrued liabilities:

 

        ---------------------------------------------------------------------

                                                       June 30   December 31

                                                          2004          2003

        ---------------------------------------------------------------------

        Trade payables:

          U.S. dollars                                $  4,363      $  8,312

          Algerian dinars                                1,890           711

          Canadian dollars                                 515           536

          British pounds                                   142            55

          Euros                                              5             -

 

        Capital accrual:

          U.S. dollars                                   6,383         2,930

        ---------------------------------------------------------------------

                                                      $ 13,298      $ 12,544

        ---------------------------------------------------------------------

        ---------------------------------------------------------------------

 

 

    5.  Capital stock:

 

        (a) Issued share capital:

 

        ---------------------------------------------------------------------

                                                     Number of

                                                        Shares        Amount

        ---------------------------------------------------------------------

        Common shares:

 

        Outstanding, December 31, 2003             163,056,686      $165,181

          Issued on exercise of share purchase

           warrants(i)                               1,708,660         6,335

          Issued on exercise of stock options          714,065           657

          Transfer from contributed surplus

           on exercise of stock options and warrants         -           217

          Share issue costs                                  -           (14)

        ---------------------------------------------------------------------

        Outstanding, June 30, 2004                 165,479,411      $172,376

        ---------------------------------------------------------------------

        ---------------------------------------------------------------------

 

            (i) During the six months ended June 30, 2004, 1,708,660 common

                shares were issued pursuant to the exercise of the following

                common share purchase warrants: 44,681 at C$2.50 per share

                and 1,663,979 at C$5.00 per share.

 

        (b) Employee stock options:

 

            Pursuant to the Stock Option Plan, the Company has

            13,497,730 common shares reserved for issuance at June 30, 2004.

            Stock options granted under the plan have a term of five years

            and vesting terms are at the discretion of the Board. The

            exercise price of each option is equal to the closing market

            price of the shares on the date preceding the date of grant. The

            following table summarizes the changes in stock options

            outstanding:

 

        ---------------------------------------------------------------------

                                                                    Weighted

                                                                     Average

                                                     Number of      Exercise

                                                       Options         Price

        ---------------------------------------------------------------------

        Outstanding, December 31, 2003               9,018,401       C$ 2.47

          Granted                                      775,000          9.34

          Exercised                                   (714,065)         1.22

          Cancelled                                    (66,668)         3.58

        ---------------------------------------------------------------------

        Outstanding, June 30, 2004                   9,012,668       C$ 3.15

        ---------------------------------------------------------------------

        ---------------------------------------------------------------------

 

            The following table summarizes information about the options

            outstanding and exercisable at June 30, 2004:

 

                           Options Outstanding          Options Exercisable

        ---------------------------------------------------------------------

                                    Weighted

                                     Average  Weighted              Weighted

                                   Remaining   Average               Average

        Range of                 Contractual  Exercise              Exercise

        Exercise price   Options        Life     Price     Options     Price

        ---------------------------------------------------------------------

 

        C$0.50-0.85    2,175,000   2.3 years   C$ 0.63   2,175,000   C$ 0.63

        C$0.95-1.06      425,000   0.5 years      1.05     425,000      1.05

        C$1.23-1.90    1,730,334   1.9 years      1.28   1,380,334      1.27

        C$2.36-2.95    1,062,334   3.6 years      2.60     644,001      2.58

        C$4.72-6.00    2,525,000   4.3 years      4.72     838,334      4.72

        C$7.45-10.55     725,000   4.6 years      7.69     241,667      7.69

        C$10.95-11.55    370,000   4.9 years     11.15      76,667     11.10

        ---------------------------------------------------------------------

                       9,012,668   3.1 years   C$ 3.15   5,781,003   C$ 2.06

        ---------------------------------------------------------------------

        ---------------------------------------------------------------------

 

        (c) Common share purchase warrants:

 

            The following table summarizes the changes in common share

            purchase warrants outstanding:

 

        ---------------------------------------------------------------------

                                                                    Weighted

                                                                     Average

                                                     Number of      Exercise

                                                      Warrants         Price

        ---------------------------------------------------------------------

        Outstanding, December 31, 2003               1,913,209       C$ 4.70

          Exercised                                 (1,708,660)         4.94

        ---------------------------------------------------------------------

        Outstanding, June 30, 2004                     204,549       C$ 2.75

        ---------------------------------------------------------------------

        ---------------------------------------------------------------------

 

            At June 30, 2004, all of the outstanding common share purchase

            warrants are exercisable; 86,021 expire on April 19, 2005 and the

            remaining 118,528 expire on June 9, 2007.

 

        (d) Non-employee stock options:

 

            In 2002 the Company granted consultants options to acquire

            900,000 common shares at a price of C$0.70 per share.

            At June 30, 2004, all of these options remain outstanding, are

            fully vested and expire January 24, 2007.

 

        (e) Stock-based compensation expense:

 

            For the six months ended June 30, 2004, the Company recorded

            $2.8 million ($1.4 million for the three months ended) as

            stock-based compensation expense with a corresponding increase in

            contributed surplus. The weighted average fair value of the

            options granted in the six months ended June 30, 2004 was

            calculated to be C$5.11 per option using the Black-Scholes option

            pricing model with the following assumptions: expected volatility

            of 82%, risk-free interest rate of 3.8% and expected lives of

            3 years.

 

            Had options granted to employees in 2002 been accounted for using

            the fair value method, the net loss for the six months ended

            June 30, 2004 would have been higher by $0.1 million

            (2003 - $0.2 million). The pro forma fair values were determined

            using the Black-Scholes option pricing model with the following

            assumptions: expected volatility of 95%, risk-free interest rate

            of 5% and expected lives of 5 years.

 

        (f) Contributed surplus:

 

            The changes in contributed surplus balance are as follows:

 

        ---------------------------------------------------------------------

        ---------------------------------------------------------------------

        Balance, December 31, 2003                                  $  4,849

          Options granted                                              2,764

          Options and warrants exercised                                (217)

        ---------------------------------------------------------------------

        Balance, June 30, 2004                                      $  7,396

        ---------------------------------------------------------------------

        ---------------------------------------------------------------------

 

        (g) Per share amounts:

 

            The loss per share is based on the weighted average shares

            outstanding for the period. The weighted average shares

            outstanding for the three and six month periods ended

            June 30, 2004 were 165,380,528 and 164,571,937, respectively

            (2003 - 124,604,103 and 120,658,576).

 

 

    6.  Segmented information:

 

        The Company's activities are conducted in two geographic segments:

        Canada and Algeria. All activities relate to exploration and

        development of petroleum and natural gas. The entire Algerian

        activities are in support of the exploration operations, and as a

        result, are capital in nature. All revenues, expenses and losses for

        the periods presented are related to operations in Canada.

 

        Three months ended June 30      Canada   Algeria     Yemen     Total

        ---------------------------------------------------------------------

        2004

 

          Capital expenditures        $      4  $ 24,373  $      -  $ 24,377

        ---------------------------------------------------------------------

        ---------------------------------------------------------------------

        2003

 

          Capital expenditures        $     45  $  8,898  $      -  $  8,943

        ---------------------------------------------------------------------

        ---------------------------------------------------------------------

 

 

        Six months ended June 30        Canada   Algeria     Yemen     Total

        ---------------------------------------------------------------------

        2004

 

          Capital expenditures        $      6  $ 38,542  $      -  $ 38,548

          Assets                      $ 60,340  $108,889  $      -  $169,229

        ---------------------------------------------------------------------

        ---------------------------------------------------------------------

        2003

 

          Capital expenditures        $     52  $ 17,501  $      -  $ 17,553

          Assets                      $ 18,505  $ 40,307  $    785  $ 59,597

        ---------------------------------------------------------------------

        ---------------------------------------------------------------------

 

   

 

    /For further information: contact: Kenneth C. Rutherford, Vice President,

Finance & Chief Financial Officer, First Calgary Petroleums Ltd., Suite 900,

520 - 5 Avenue SW, Calgary, AB, T2P 3R7, tel: (403) 264-6697, fax:

(403) 264-3955, email: info(at)fcpl.ca, web site: www.fcpl.ca; European

contacts: James Henderson, COLLEGE HILL, Tel: +44 (0) 207 457 2020;

Carina Corbett, 4C COMMUNICATIONS LTD., Tel: +44 (0) 207 907 4761/

    (FPL FCP.)

 

 

 

 



END



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