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Provisional Audited Results for the year ended 29 February 2016

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31 May 2016

SacOil Holdings Limited

(Incorporated in the Republic of South Africa)

(Registration number 1993/000460/06)

JSE share code: SCL    AIM share code: SAC

ISIN: ZAE000127460

("SacOil" or "the Company" or together with its subsidiaries "the Group")

PROVISIONAL AUDITED RESULTS FOR THE YEAR ENDED 29 FEBRUARY 2016

Overview

The Group continues to make steady progress in its goal to become a pan-African oil and gas company, despite significant headwinds in the industry and global economy. Key highlights for the year ended 29 February 2016 include:

  • Completion of Phase 2 of the development plan at the Lagia Oil Field, Egypt
  • Discovery of producible 24˚ API gravity oil in the Thebes formation for the Lagia Oil Field
  • Reorganisation of the Group’s interest in Block III, in the Democratic Republic of Congo
  • Granting of a two-year extension to current exploration period of Block III
  • Recovery of US$10 million previously associated with the OPL 233 performance bond
  • Commencement of pre-feasibility studies on the Bioko Oil Terminal project
  • Post-period, award of crude trading allocation in Nigeria

Dr Thabo Kgogo, Chief Executive Officer of SacOil, commented: “The 2016 financial year was characterised by operational and strategic progress against a challenging sector backdrop. It was a year in which we demonstrated our ability to deliver on core operational objectives and evolved further towards our strategic goal of becoming a pan-African oil and gas (‘O&G’) company with activities across the full industry value chain.

Our core priority for the year was the successful completion of Phase 2 of the development of the Lagia Oil Field in Egypt. We had set ourselves a target to achieve a peak production capability of 1 000 bbls/d by the end of the financial year. This was an ambitious target as we knew the development of this asset would be complex as a result of the heavy oil in place. Despite the challenges we encountered we were delighted to announce that we successfully proved the production capability of the asset in line with our stated time frame. Having demonstrated the field’s capacity, we have since returned to production levels more suited to the current oil price environment.

We continue to make good progress with the implementation of our strategic plan. Late in 2015 we signed a Memorandum of Understanding with a consortium to conduct a detailed evaluation for the development of the Bioko Oil Terminal in Equatorial Guinea. The consortium tables a broad array of competencies, from engineering, procurement and construction through to international marketing and trading. Pre-feasibility studies of the project have commenced, the results of which aim to prove the commercial viability of the project and will determine the next steps with regards to SacOil’s involvement. The studies are expected to be completed during the third quarter of the 2016 calendar year.

We recently made the difficult decision to withdraw our participation in the Mozambique pipeline development during the pre-feasibility stage of the project, due to certain changes introduced in the Joint Venture Agreement relating to the participants in the project, which impacted the equity stake attributable to SacOil. Accordingly, the Board made the decision not to proceed as a participant in the project. We wish the parties well in developing the project over the coming years.

We continue to expand the business into the midstream segment, with the securing of a 12-month contract for the purchase of crude oil grades from the Nigerian National Petroleum Corporation for onward sale. The first lifting of the crude oil is expected to take place in the middle of June 2016 and should contribute positive cash flows to the Group over the contract period. This diversification of our revenue generation and industry activities is in line with our previously stated growth strategy and marks a significant milestone for SacOil.

With respect to the outstanding litigation matters previously reported on, the SacOil board and management team continue to defend the claims from Transcorp and Nigdel in relation to the Group’s exit from OPL 281 and OPL 233, respectively. We remain committed to recovering all amounts owed by Transcorp and Nigdel and instituting the requisite counterclaims accordingly. Other litigation matters previously disclosed to shareholders are also still ongoing.

The SacOil board has now completed the evaluation of the findings of the previously documented forensic investigation and has implemented the recommendations provided in the report. The board has also completed the process of notifying regulatory authorities of the irregularities identified as it continues to resolve outstanding legacy issues inherited by the current management team.

The Group is owed R75.5 million by Encha Energy (“Encha”) which became due and payable on 29 February 2016.  This amount remains unpaid as at the date of this announcement.   The Group has been engaging with Encha since the year end to recover the amount and is in the process of enforcing its claim to recover these funds.

We thank you, our shareholders, for your continued support of our vision. Although there remains much to be done to realise the full potential of our strategy, we expect to accelerate progress in the coming year by intensifying the SacOil team’s efforts to secure cash generative assets to grow the business.”

Operational review

The Lagia development programme was successfully completed under budget with no HSE incidents reported, resulting in the attainment of the targeted capability of 1 000bbl/d. We have since scaled back production to levels more suitable in the current oil price environment. Post-drilling analysis indicated that the discovery in the deeper Thebes formation is a lighter crude with higher API gravity of 24˚API, when compared to the oil produced from the Nukhul formation in this field with an API gravity of 11 degrees API.

With the granting of a two-year extension to the current exploration period of Block III from 27 January 2016 to 26 January 2018, by the Minister of Hydrocarbons of the Democratic Republic of Congo (“DRC”), Total E&P RDC (“Total”) as operator of Block III, has commenced with the acquisition of a 2D seismic survey. This extension sets the platform for the operator to acquire the seismic data, interpret the results and determine the associated prospectivity. This seismic acquisition programme is in fulfilment of the work programme obligations.

Activity on the Group’s exploration assets was minimal during the year as the focus shifted to expending available cash resources on a cash generative asset.

FINANCE REVIEW

For the year ended 29 February 2016, the Group reported a profit of R39.6 million (2015: loss of R277.0 million), basic EPS of 1.64 cents (2015: basic loss per share of 8.54 cents) and headline EPS of 1.04 cents (2015: headline loss per share of 4.67 cents) as it continued to benefit from the weakening of the Rand which contributed R154.6 million (2015: R78.6 million) in foreign exchange gains on the Group’s US Dollar denominated financial assets. Further contributing to this profit were the gain of R103.6 million achieved on the Reorganisation of the Group’s holding in Block III and the non-recurrence of the one off write-downs of R420.2 million related to the restructuring of the Group’s portfolio of assets in the prior year. The Group’s foreign exchange gains and the gain on Reorganisation are included in other income.

The results of the Group also reflect the impact of a Lagia impairment charge of R76.5 million (2015: RNil) emanating from the decline in oil prices as at 29 February 2016, which affected the valuation of the Group’s oil and gas properties by R56.8 million and other intangible assets by R19.7 million. The competent person report has confirmed that the 2P reserves at Lagia have risen from 6.2 million barrels to 6.9 million barrels. As such, the impairment charge is a reflection of the decline in oil prices, and is offset by additional foreign exchange gains totalling R61.5 million (2015: R8.7 million) on the translation of these assets included in other comprehensive income.

The delay in activities on Block III due to the civil unrest in the area and in obtaining an extension of the operating licence resulted in a further impairment of R26.1 million (2015: R23.8 million) of the contingent consideration receivable, as reported in the interim results, which reflects the deferral of its receipt by a year. These impairment charges are included under other operating costs.

Reorganisation of the holding in Block III (“Reorganisation”)

Prior to the Reorganisation, Semliki SARL (“Semliki”) had a direct 18.3% participating interest in Block III in the DRC alongside partners Total E&P RDC (66.7%) (“Total”) and the DRC Government (15%). Semliki was 68% directly owned by RDK Mining Proprietary Limited (“RDK”), a wholly-owned subsidiary of SacOil, with the remaining 32% held by Divine Inspiration Group Proprietary Limited (“DIG”).

During the year SacOil initiated a process to reorganise the holding of its indirect interest in Block III (“the Interest”). The transaction agreements implementing the Reorganisation were concluded on 29 February 2016. This resulted in the disposal of the Group’s shareholding in Semliki for $1 (R16) and the incorporation of SacOil DRC SARL (“SacOil DRC”), in which RDK owns 100% of the issued shares. The effect of the Reorganisation is the transfer of the Group’s share of assets and liabilities (including the Interest), previously owned in Semliki, to SacOil DRC, pursuant to various agreements with DIG. This Reorganisation now enables SacOil to directly represent its interest in Block III and to have a direct line of sight of the activities of the block. SacOil DRC has an effective 12.5% participating interest in Block III.

As part of the Reorganisation, DIG indemnified the Group of outstanding taxes relating to historical farm-outs of Block III by Semliki. This contributed to the gain of R103.6 million on the derecognition of current tax payable by the Group as further explained in note 9.

Revenue

The Group has continued to invest in the planned development activities at Lagia to achieve higher production levels. Production for the year was therefore affected by these development activities. Although the Group’s revenue increased by 127% relative to the prior year, it remains minimal. Now that Phase 2 of the planned development activities has been completed we look forward to optimising the production from the field to establish a sustained level of production that will grow the revenue of the Group over the next financial year.

Other operating costs

The management of the Group’s costs was a key priority during the year ended 29 February 2016. Excluding the impact of the impairment charges totalling R102.6 million (2015: R23.8 million) and the prior-year write-downs of R420.2 million highlighted above, the Group’s cost base increased by 39% to R91.8 million (2015: R66.1 million). This increase is primarily attributable to the inclusion of a full year’s operating costs relating to Lagia relative to only four months since acquisition in the prior year.

Investment income

During the financial year the Company announced the conclusion of a settlement agreement with EERNL. The revised terms of the historical loans advanced to EERNL no longer provide for interest on the outstanding loans. As such, investment income for the year decreased by 70%.

Exploration and evaluation (“E&E”) assets

Developments in the industry led the Group to defer expenditure on exploration activities in an effort to prioritise focus on the Lagia Oil Field which generates cash for the Group. Consequently, there was minimal expenditure on the Group’s E&E assets. The elimination of DIG’s interest in Block III from the Group results pursuant to the Reorganisation resulted in a decrease in E&E assets by 32%.

Oil and gas (“O&G”) properties

The Group expended R55.4 million on Phase 2 (2015: R7.3 million on Phase 1) of the Lagia development programme which improved the Group’s production profile and increased O&G properties. Foreign exchange gains totalling R46.8 million (2015: R5.8 million) on translation of the US Dollar-based O&G assets also contributed to an increase in these assets. The impairment charge of R56.8 million outlined above and depletion charges of R2.3 million (2015: R0.3 million) off-set these increases.

Other financial assets (non-current and current)

The Group’s other financial assets (“OFA”) are primarily denominated in US Dollars. The continued weakening of the Rand contributed R213.4 million (2015: R52.6 million) in foreign exchange gains on the contingent consideration, loans due from EERNL and the Transcorp refund. Interest on the unwinding of the time value discount applied on initial recognition further increased OFA by R38.0 million (2015: R121.5 million).

The effect of the Reorganisation is that the Group now retains and reports on only its effective share of assets and liabilities relating to Block III. As such, R202.7 million of the contingent consideration attributable to DIG was derecognised on completion of the Reorganisation. The part repayments of R63.1 million (R14.8 million) by EERNL and Greenhills and the impairment charge of R26.1 million (2015: R23.8 million) further decreased OFA.

The net effect of these transactions on the Group’s OFA is a decrease of R40.5 million (6%) year on year. The Group’s OFA are disclosed in note 6.

Cash and cash equivalents

The Group’s balances decreased by R122.4 million as a result of the capital expenditure of R55.4 million (2015: R7.3 million) relating to Lagia, business development expenditure of R13.2 million (2015: R18.6 million) and operating costs of R53.8 million (2015: R24.3 million).

In June 2015, the Group benefited from the part repayment of R63.1 million ($5 million) of the EERNL loan which was offset by the settlement of the Group’s indebtedness to EERNL. The Company’s subsidiary, SacOil 233 Nigeria Limited held this amount in its bank account on behalf of EERNL with respect to the cash collateral of $10 million which previously secured the OPL 233 performance bond. Upon the release of the cash collateral EERNL utilised these funds to part settle the loans owed to the Group.

Current tax payable

The tax indemnity provided by DIG and Semliki as part of the Reorganisation effectively eliminated R199.5 million in taxes payable. These taxes had historically been incurred by Semliki pursuant to a farm-out of Block III which solely benefited DIG.

Commitments

The Group’s capital commitments have decreased by 41% following the completion of Phase 2 of the Lagia development plan.

GOING CONCERN

The Board has performed an assessment of the Group’s operations relative to available cash resources and is confident that the Group is able to continue operating for the next 12 months. The Group’s summarised provisional consolidated audited financial statements presented have been prepared on a going concern basis.

CHANGES IN DIRECTORATE

Mr Gontse Moseneke did not offer himself for re-election as a Non-executive director at the Annual General Meeting of the Company held on 1 October 2015. He subsequently retired as a director of the Company with effect from 1 October 2015.

LITIGATION

Litigation proceedings previously disclosed to shareholders are still ongoing. The Group continues to defend the claims made by Transcorp, Nigdel, Mr Joe Modibane and Mr Robin Vela, as previously disclosed.

OUTLOOK

We continue to make good progress with the implementation of our strategic plan. The challenges that exist in the sector are likely to continue over the next 12 months and will require us to continue to operate effectively at a lower oil price. As a result of our stable financial position, which is underpinned by a diverse portfolio with near term revenue generation potential and no debt, as well as the Board’s strategy to diversify the Company’s operations, SacOil remains in a strong position to see out this period and emerge stronger. Through an improved focus on Corporate Governance under the current management team combined with the support of its institutional shareholder register, SacOil is able to mitigate the risks and challenges that currently exist and will continue to look for opportunities to grow into a sustainable, pan-African integrated energy company.

Johannesburg

31 May 2016

For further information please contact:

SacOil Holdings Limited

Damain Matroos

+27 (0)10 591 2260

finnCap Limited (Nominated Adviser and broker)

Christopher Raggett and James Thompson

+44 (0) 20 7220 0500

FirstEnergy Capital (Joint broker)

Hugh Sanderson / David van Erp

+44 (0) 20 7448 0200

Buchanan (Financial PR adviser)

Ben Romney / Chris Judd / Madeleine Seacombe

+44 (0)20 7466 5000

ABOUT SACOIL

SacOil is a South African based independent African oil and gas company, dual-listed on the JSE and AIM. The Company has a diverse portfolio of assets spanning production in Egypt; exploration and appraisal in the Democratic Republic of Congo, Malawi and Botswana; and midstream and downstream operations. The company continues to evaluate industry opportunities throughout Africa as it seeks to establish itself as a leading, full-cycle pan-African oil and gas company.