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14 Jan 2009
CHAIRMAN’S STATEMENT
Introduction
I am pleased to have joined the Board of Sirius Petroleum Plc (“Sirius”, “the Company” or “the Group”) (formerly Global Gaming Technologies Plc) in August 2008 as part of Sirius’s first steps in the change of strategy to seek opportunities in the Oil and Gas sector. This is my first communication to shareholders as Chairman and, although we are at a very early stage of the development of our strategy, I shall endeavour to provide our shareholders and potential future investors with an outline of our vision for the Company’s future.
Results
These results cover the year ended 31 July 2008, a period when the Group was reviewing potential acquisition opportunities and considering its future strategy and during which no trading activities took place. These financial results pre-date the recent fundraising exercise and change in strategy and so do not reflect any of the fundamental changes which have taken place since the year-end. The Group recorded a loss before tax of £194,800 (2007 : £878,247 after a share-based payments charge of £614,059 and the write off of goodwill of £100,000). There is a loss per share of 0.09p (2007: loss per share: 0.46p). The Company has had no substantive trading business since April 2007 when it was decided to cease the business of developing and using aggregation software in the gaming industry. Since that date, the Company has been classified as an investing company under the AIM Rules for Companies (“AIM Rules”).
During the year, costs remained under strict control following the reorganization in 2007 and the directors serving during the period have taken minimal fees.
Loss of capital
Sirius’s results show that the Company’s net assets are less than half its paid up share capital. In such circumstances the directors of the Company are obliged by section 142 Companies Act 1985 to convene a general meeting for the purpose of considering whether any, and if so what, steps should be taken to deal with the Company’s current financial position. We propose to consider this matter at the Company’s annual general meeting, details of which are set out below, although no resolution will be put to the meeting on this issue.
Share capital
During the year ended 31 July 2008 Sirius issued 104,500,000 ordinary shares, raising £231,288, net of expenses, and converted a loan of £198,750 due to Corvus Capital Inc. Since the year end a further 204,700,000 shares have been issued, making the Company’s issued share capital 502,494,385 ordinary shares with a nominal value of 0.25 pence each. Sirius Petroleum does not hold any ordinary shares in Treasury. Therefore, the total number of voting rights in the Company is 502,494,385 and this figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the Financial Service Authority’s Disclosure and Transparency Rules.
Board and structural changes
In addition to my own appointment, the appointment of two additional new Non Executive directors, Toby Hayward and Olukayode Kuti brings further expertise and commercial relationships to the board. In conjunction with the Board changes, the company name has been changed to Sirius Petroleum plc to reflect the proposed new strategy of the Group. The name of the Company’s dormant subsidiary has also been changed to Sirius Gas & Oil Limited (formerly Event Data Correlation Limited).
Annual general meeting
A notice convening the Company’s annual general meeting (“AGM”) is set out on page 42 of the financial statements. The AGM will be held at 10.00 a.m. on 10 February 2009 at the offices of Fladgate LLP, 25 North Row, London W1K 6DJ. A form of proxy is enclosed for use at the AGM. Whether or not you intend to be present at the meeting, you are requested to complete, sign and return the form of proxy to the Company’s registrars as soon as possible and in any event so as to arrive not later than 10.00 a.m. on 6 February 2009. The completion and return of a form of proxy will not preclude you from attending the AGM and voting in person should you subsequently wish to do so.
Operational update
In August 2008, Sirius announced that it has an agreement in place with Taglient Oil Nigeria Limited (“Taglient”), who have considerable knowledge and contacts within the Nigerian oil industry. Taglient has agreed to use these resources to garner interests in oil and gas fields in Nigeria on behalf of the Company. A Nigerian joint venture company, Sirius Taglient Petro Ltd has been formed to provide the local presence necessary for Sirius to benefit from the grant of permits and licenses in Nigeria.
On 4 December 2008, Sirius announced that it had entered into a strategic partnership with Nigerian based Bolad Energy Company (“Bolad”), who will provide invaluable technical expertise and resources in the region. Upon a successful acquisition of an oil and gas asset, Bolad and Sirius will enter into a long-form joint venture agreement. This agreement will be for an initial term of 12 months and, if satisfactory to both parties, will continue for the life of the opportunities. It is intended that Bolad will not only act as operator of the oil fields acquired by Sirius, but it will also manage all aspects of the interface with the Nigerian government and local communities. In addition, on 19 December 2008, Sirius announced that it had entered into a second strategic partnership letter of intent with Nigerian Based RT5 Petroleum Limited (“RT5”) who will also provide Sirius with access to opportunities in the Oil and Gas sector in Nigeria on an exclusive basis. As with the Bolad strategic partnership, upon the successful identification and acquisition of an opportunity by the Company, it is intended that RT5 and the Company will enter into a long-form joint venture agreement.
The Company will continue to build on the developments made in the period and to a successful acquisition of oil and natural gas opportunities in the coming months.