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Dominion Petroleum Limited Annual Report 2009

www.dominionpetroleum.com
Group Head Office:
Dominion Petroleum Limited
Clarendon House
2 Church Street
Hamilton
Bermuda
HM11

Annual Report 2009


Dominion Petroleum Limited Annual Report 2009

Dominion is an independent oil and gas


exploration energy company domiciled in
Bermuda with a listing on the Alternative
Investment Market of the London Stock
Exchange (symbol DPL).
The Company core activity area is Africa,
where it currently is focused on Uganda,
Tanzania and the Democratic Republic
of Congo.

Contents
Overview
01 Highlights
02 At a Glance
04 Chairman’s and Chief Executive’s Statement
12 Directors and Advisors
14 Corporate Social Responsibility
16 Our People
19 Financial Statements
Annual Report 2009 Dominion Petroleum Limited

Highlights 01

Financial Highlights
>> $10 million of equity funding in August 2009, with
restructuring of convertible loan notes;
>> $50 million of equity fund raising in March 2010.

Operational Highlights
>> Uganda Exploration Area 4B:
− Two year extension of Exploration Licence to July 2011;
− Ngaji-1 well drilled in July 2010 demonstrated good quality
reservoir sands.
>> Democratic Republic of Congo Block 5:
− Presidential Decree ratifying Production Sharing
Contract received in June 2010;
>> Tanzania Offshore Block 7:
− Completion of interpretation of > 4,000km 2-D
seismic data;
− Initial prospects mapped and areas high-graded;
− Independent audit for first prospect estimates mean
unrisked prospective resource of 1,104 million barrels
of oil or around 7 tcf of gas;
− Ca. 1,000km2 3D seismic survey commenced in
September 2010;
>> Tanzania Onshore Mandawa Block:
−K  ianika-1 well spudded on 27 June 2010.

Other Highlights
>> Management team strengthened:
−A ppointment of Andrew Cochran as Chief Executive;
−A ppointment of Atul Gupta as Non-Executive Director.
Dominion Petroleum Limited Annual Report 2009

Uganda

02
At a Glance On 27 July 2007, Dominion Uganda
Limited (95% owned by Dominion) signed
a Production Sharing Agreement (“PSA”)
with the Government of the Republic of
Uganda which grants it exclusive rights to
explore for petroleum in Exploration Area
4B. EA4B is located in the south-west of
Uganda and includes most of the Ugandan
part of Lake Edward in the Albertine Rift Basin
which extends north to Lake Albert where
significant oil discoveries have been made.

In July 2009, Dominion entered the Second


The Company’s portfolio of exploration assets has (two-year) Exploration Period during which it
was required to drill at least one exploration
been sensibly managed, the balance sheet has been well. At the same time, 50% of the original
strengthened, our financial commitments have been area was relinquished to the Government.
reduced, yet significant upside exposure remains. The retained portion thus now has an area of
1,013km2 (0.25 million acres). In early 2008,
Dominion acquired an airborne gravity and
magnetic survey over EA4B and its adjacent
License in the Democratic Republic of Congo
(Block 5). This proved the presence of a
substantial thickness of sedimentary rocks
capable of generating oil. A satellite radar-
imaging survey has suggested the presence
of oil seeps on Lake Edward.

During the second half of 2008, Dominion


acquired around 540km of 2D seismic on
land and lake areas of EA4B. Interpretation of
this seismic has shown the presence of a deep
sedimentary basin broken into fault blocks
by numerous extensional faults. Dominion
has also carried out extensive field geological
surveys including sampling and analysis of
oil seeps both onshore and on the surface
of Lake Edward. These demonstrate the
presence of a working petroleum system
in the area. The Company completed drilling
the first exploration well in the area
in July 2010.
Annual Report 2009 Dominion Petroleum Limited

Offshore Tanzania Onshore Tanzania Democratic Republic


of Congo

In March 2007, Dominion Tanzania Limited


– a wholly-owned subsidiary of Dominion –
Dominion’s wholly-owned subsidiary Dominion
Oil and Gas Limited owns production sharing
Dominion’s subsidiary Dominion Congo
Limited has signed a PSA with the 03
signed a PSA which grants rights to explore rights over three contract areas onshore in Government of the Democratic Republic
for petroleum in the offshore Block 7. The Tanzania with a combined area of 39,738km2 of Congo, which gives it and its partners
First Exploration Period expires in May 2011. (9.82 million acres). The Mandawa and exclusive rights to explore for petroleum in
Block 7 is located on the continental slope Kisangire PSAs were signed on 20 May 2005; Block 5. Dominion currently operates the
of the Indian Ocean, immediately east of Dar the Selous PSA on 27 April 2006. Mandawa block (46.75% interest) and its partners are
es Salaam and incorporates 8,492km2 (2.10 and Selous PSA’s are operated by Dominion; SOCO International plc (38.25%) and State
million acres). Water depths in Block 7 range Kisangire is operated by a subsidiary of Heritage Oil Company, Congolaise des Hydrocarbures
from less than 400m to more than 2,500m. Oil and Gas. (“COHYDRO”) (15%). Block 5 incorporates
7,447km2 (1.82 million acres) of land and
In 2007–2008, Dominion acquired Mandawa lake areas.
4,350km of 2D seismic over Block 7. Initial The Mandawa PSA is a sparsely-populated
interpretation of the data indicates the area along the Tanzanian coast. The Early It lies to the west of and includes part of
presence of substantial leads in moderate Jurassic Mandawa sedimentary basin – the Lake Edward and adjoins EA4B in Uganda
water depths. Dominion is participating in a target of Dominion’s exploration activity – where Dominion has carried out exploration
Metocean survey in a consortium of offshore includes source rocks capable of generating oil, activity as operator since July 2007. Both
Tanzania and Mozambique operators led by sandstones and limestones that are potential blocks are part of the Albertine Rift system
Statoil. This survey will provide important reservoir rocks, and a number of potential oil of sedimentary basins where significant oil
information for the selection of drilling traps. Structural traps are provided by salt discoveries have been made in 2006 and
sites and for well design. The Company has movement and basement faulting. The First 2007. The addition of Block 5 to Dominion’s
commenced acquiring 1,000km2 of 3D Exploration Period expires in December 2010. portfolio consolidates the Company’s
seismic over selected leads during September Dominion working interest 50%; partner: position as a major player in the exploration
and October 2010. Maurel & Prom (“M&P”) (50%). In March of the Albertine Rift.
2009, Dominion completed drilling of the
Mihambia-1 exploration well in Mandawa. Oil Ratification of the PSA by Presidential Decree
shows were encountered within the Middle occurred in June 2010.
Jurassic Nondwa Formation – an oil source rock
in the region – but reservoir rocks were poorly
developed and water-bearing. A second well
has been spudded in June 2010.

Kisangire
The Kisangire PSA comprises two large,
adjoining licences: Kisangire and Lukuliro.
To the east of the area is the Songo Songo gas
field, which supplies gas for power generation
in Dar es Salaam. The Mkuranga gas discovery
(M&P, 2007) lies just outside the Kisangire
Licence. In Kisangire, the earlier Permian
Selous sedimentary basin plunges beneath the
Jurassic Mandawa basin and the area includes
both Permian and Jurassic targets. There are
oil seeps in the centre of the Kisangire Licence
at Wingayongo. The First Exploration Period
expires in December 2010. Dominion working
interest 45% (operator: Heritage Tanzania
Kisangire Limited). A commitment well is due
to be drilled during H2 2010.

Selous
The Selous PSA in southern Tanzania is a
relatively unexplored area dominated by the
Permian Selous basin. Following an initial
technical evaluation, Dominion considers
that there is potential for oil and gas in the
area and that additional seismic data will
identify significant prospects. The start of
seismic acquisition is not imminent due
to environmental constraints. The First
Exploration Period expires in April 2010.
Dominion working interest 100%.
Dominion Petroleum Limited Annual Report 2009

04
Chairman’s and Chief Executive’s
Statement

Dominion has undergone Introduction of recoverable oil. Geochemical analyses of


Dominion Petroleum Limited (“Dominion” or oil samples collected on land in EA4B and
significant corporate the “Company”) has undergone a significant on the surface of Lake Edward indicate that
restructuring over the transformation since the beginning of 2009. the basin contains mature source rocks
This included the strengthening of the that have generated petroleum. In light
past year management team, the $10 million equity of the seismic interpretation, Dominion
raising and associated restructuring of our is considering an accelerated and more
existing Series A and Series B convertible extensive drilling programme.
loan notes (the “Notes”), bolstering the
Non-Executive team with additional industry On 17 June 2009, we received the results
expertise and the equity placing that was of an independent reserves audit of EA4B in
finalised during 2010. Uganda by Energy Resources Consultants
Limited (“ERC”), prepared in accordance
Results with the March 2007 SPE/WPC/AAPG/SPEE
As a pure exploration Group, Dominion did Petroleum Resources Management System.
not receive any revenues in the year ended
31 December 2009 (2008: $nil), although ERC’s estimates are as follows:
$0.04 million was earned in interest from • Mean unrisked oil-in-place in the
cash on deposit (2008: $0.03 million). The four prospects of 1,715 MMbbl.
loss before tax was $10.5 million (2008: • Mean unrisked gross recoverable resource
$20.7 million). The loss per share in 2009 was of 378 MMbbl (net 359 MMbbl to
US cents 1.77 (2008: US cents 4.85). Dominion), compared with Dominion’s
own estimate of 355 MMbbl.
The Group’s cash position at 31 December • Largest prospect contains mean unrisked
2009 was $4.7 million (31 December 2008: oil-in-place of 482 MMbbl and 127 MMbbl
$4.5 million). mean unrisked gross recoverable
oil resource.
Review of operations • 45% chance of a working hydrocarbon
Uganda system (play risk) in the area, leading to a
Exploration Area 4B (“EA4B”) in Uganda, 15% to 22% overall chance of success for
which is held 100% under a PSA by Dominion the prospects.
Uganda Limited (Dominion interest 95%),
is located in south-western Uganda in the On 6 August 2009, the Minister of Energy
Lake Edward and Lake George segment of and Mineral Development in Uganda granted
the Albertine Graben. To the north, the Lake an extension of two years to July 2011 of
Albert basins, (Southern, Northern Lake the EA4B Exploration Licence. As part of the
Albert, and Pakwach), have been the sites extension, and in line with the terms of the
of several major oil discoveries in the last PSA, the Company has relinquished 50%
three years, including those in the Kingfisher, of the acreage under EA4B, although the
Warthog and Buffalo-Giraffe prospects. retained acreage (1,013km2) covers all of the
identified prospects and most of the leads
Dominion has identified a portfolio of four described earlier.
prospects, all of which can be drilled from
onshore locations using a land rig, as well The Company identified drilling site locations
as 11 leads which require further seismic. for the first two prospects and carried out
The largest prospect identified to date has environmental impact assessments in respect
a closure of approximately 40km2, an area thereof, ahead of commencing drilling
comparable to that of the Buffalo-Giraffe activities in mid 2010.
discovery in Exploration Area 1 reported to
contain around 400 million barrels (“MMbbl”)
Annual Report 2009 Dominion Petroleum Limited

05
Dominion Petroleum Limited Annual Report 2009

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Annual Report 2009 Dominion Petroleum Limited

Chairman’s and Chief Executive’s Statement 07


continued

Democratic Republic of Congo which Dominion is committed to participate. The Company’s portfolio
Block 5 in the Democratic Republic of Congo A second well is planned in the Mandawa
(“DRC”) incorporates 7,447km2 of land and PSA area in 2010. In the Kisangire PSA area, of exploration assets has
lake areas. It lies to the west of and includes Dominion will participate in two wells to been sensibly managed,
part of Lake Edward and adjoins EA4B in be drilled in the future by partner and
Uganda where Dominion has carried out operator Heritage.
the balance sheet has been
exploration activity as operator since July strengthened, our financial
2007. Both blocks are part of the Albertine On 18 May 2009, the Minister for Energy and commitments have been
Rift system referred to in relation to Uganda Minerals in Tanzania granted extensions of
above. During the five year first phase of the 18 months to the Initial Exploration Periods
reduced, yet all the significant
PSA, Dominion and partners are committed for both the Mandawa and Kisangire licences, upside exposure remains.
to acquire at least 300km of seismic data extending the periods to December 2010.
and drill two exploration wells. The PSA is
renewable for two further five-year terms. Other
On 18 August 2009, Dominion announced
The PSA, signed in December 2007, gives the an agreement with BlueGold Capital Limited
three companies exclusive rights to explore (“BlueGold”) to provide the Company with
for petroleum. Dominion holds a 46.75% $10 million in new equity funds in return for:
participating interest through its subsidiary • 20% of the Company’s then issued share
Dominion Petroleum Congo SPRL, with capital, with anti-dilution protection in the
SOCO International plc (“SOCO”) subsidiary form of warrants;
SOCO Exploration and Production DRC SPRL • Settlement of the then prevailing
as operator holding 38.25% and State Oil default under the Notes; and
Company COHYDRO with the remaining 15% • Certain amendments to the Notes,
of the participating interest. including:
– Conversion of 50% of the outstanding
Tanzania Offshore principal amounts of both series into
In Block 7, Dominion has concluded the first common equity of the Company;
phase of interpretation of approximately – Deferral of the maturity of the
4,350km of 2D seismic acquired in late 2007 remaining outstanding principal from
and early 2008. The interpretation shows October 2010 to October 2012; and
several large structural closures (“prospects – Introduction of a Payment In Kind
and leads”) in water depths that are well option for future coupon payments.
within the capabilities of drill ships and
semi‑submersible rigs. On 3 November 2009, Dominion announced
that Andrew Cochran had been appointed
Tanzania Onshore as Chief Executive Officer (“CEO”). He was
On 6 March 2009, Dominion announced that previously Business Development Director at
the Mihambia-1 exploration well in Tanzania Salamander Energy PLC, a FTSE 250 oil and
was plugged and abandoned at a total depth gas company, of which he was a founder.
of 2,508m. The potential reservoir rocks in the
targeted Middle Jurassic Mihambia formation On 18 December 2009, Dominion announced
were poorly developed and water-bearing. Oil that Atul Gupta had joined the Board as a Non-
shows were noted from the deeper Nondwa Executive Director. Atul was CEO of Burren
Formation claystones, a predicted hydrocarbon Energy between 2006 and 2008.
source rock in the area.

Mihambia-1 is the first of a series of at least


four onshore Tanzania exploration wells in
Dominion Petroleum Limited Annual Report 2009

08 Chairman’s and Chief Executive’s Statement


continued

Current trading and outlook seismic profile was acquired. These results Ratification of the Block 5 PSA
Uganda will support the layout and design of the
On 22 March 2010, Dominion announced 2D seismic programme and subsequent in the DRC and completion
an update of its operations (the “March exploration drilling. of the CPR for Block 7 in
Operations Update”), which in relation to
Uganda, confirmed that Dominion Uganda Democratic Republic of Congo
Tanzania are extremely positive
had signed a letter of intent with Oil and On 28 June 2010, Dominion announced developments for the Company.
Gas Exploration Cracow (“OGEC”) for a rig, an update of its operations (the “June Drilling the first ever well in the
subject to government approval, to drill the Operations Update”), which in relation to the
Ngaji (Silverback Gorilla) prospect in EA4B, Democratic Republic of Congo confirmed
Lake Edward basin (Uganda)
Dominion’s first exploration well in Uganda. that the Production Sharing Contract (“PSC”) was a significant operational
for Block 5 has been ratified by Presidential milestone and gave us very
Ngaji is a tilted-fault block structural closure Decree, the final step in the award of
with unrisked audited recoverable reserves of the block. valuable data on the basin.
over 100 MMbbl, chosen as the best location
to test the geology of the Ugandan side of The Block, operated by SOCO, is located
the Lake Edward Basin. at the southern end of the Albertine Rift
system and includes the DRC’s portion of
The Ngaji-1 well is the first exploration Lake Edward. During the initial five year
well ever to be drilled in the Lake Edward exploration period the Block 5 partnership
basin of the Albertine Rift. It is located in have committed to acquiring at least 300km
an area comparable to that of the Buffalo- of 2D seismic data and the drilling of two
Giraffe discovery referred to in the review exploration wells. The partners may seek to
of operations above. The results of the acquire 2D seismic this year in conjunction
well will not only assess the prospect, but with similar activities planned by Dominion in
primarily serve to evaluate the whole of the EA4B later in 2010.
basin’s hydrocarbon potential. Success will
lead to a rapid expansion of exploration and Tanzania Offshore
appraisal activity in EA4B and potentially the In the March Operations Update, Dominion
neighbouring Block 5 in the DRC. announced that Fugro Geoteam AS had been
awarded a contract to acquire ca. 1,000km2 of
On 22 June 2010, Dominion announced 3D seismic.
that the John-14 rig had been transported
without incident to the drilling site in May The Block 7 3D survey will focus on
and June. The well was spudded on 21 June Pre‑Tertiary structural and stratigraphic
2010, targeting a depth of 2,000m. prospects already identified from the existing
2D seismic. The survey has been specifically
The Company also announced that an designed to support further Amplitude
Environmental and Social Impact Assessment Variations with Offset (“AVO”) studies for
for a follow-on seismic programme has also Direct Hydrocarbon Indicator analyses.
been initiated for subsequent appraisal work Positive AVO responses on the 2D data have
on the acreage later in the year. been used to identify the prospects.

On 21 July 2010, the Company reported


that the Ngaji-1 well was drilled to total
depth (“TD”) at 1,765m; the results were
inconclusive as it did not identify any
significant hydrocarbons. The well was
designed to test the geology of the basin and
a full suite of logging, coring and a vertical
Annual Report 2009 Dominion Petroleum Limited

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Dominion Petroleum Limited Annual Report 2009

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Annual Report 2009 Dominion Petroleum Limited

Chairman’s and Chief Executive’s Statement 11


continued

The Company is now The survey should take approximately two In the March Operations Update, Dominion
months to acquire and another two to three announced that, in Mandawa, the partners
better positioned to realise months to process, interpret and analyse. were progressing operations for the Kianika-1
the value residing in its well, targeting recoverable resources of 77
Since the CPR was initiated, drilling in MMbbl in a structural closure. The well is
portfolio of “high impact” deepwater East Africa has proven some onshore and 200km south of Dar es Salaam.
exploration assets. elements of the Alpha play concept.
In particular, both the pre-tertiary In the June Operations Update, Dominion
(i.e. Cretaceous) and the oil potential of the confirmed that the Kianika‑1 well had
East African Margin as a whole have been spudded. The well is targeting a 77 MMbbl
de-risked. The current drilling in the area will oil or 264 Bcf gas prospect at a depth of
be watched closely by Dominion and factored ca. 9,000 feet with a 9% CoS.
into its analyses of Block 7 as, and when, more
information becomes available. In the September Operations Update, the
Company announced that the Kianika-1 well
The Anadarko Windjammer gas discovery, Tanzania Onshore continues to drill ahead and was at that date
offshore deepwater northern Mozambique, has On 15 February 2010, Dominion announced at a depth of approximately 1,690m.
been encouraging in that it demonstrates the that agreement in principle had been reached
presence of source rock capable of generating with Les Etablissements Maurel & Prom Other
significant volumes of hydrocarbons in this (“M&P”) to farm in to the Mandawa and On 1 March 2010, Dominion announced that
region, which was the predominant risk Kisangire PSAs subject to execution of final it has raised £32.7 million (approximately
associated with the offshore East African agreements, which were subsequently entered $50 million) through a placing of new
Margin prior to the discovery. into in July 2010. Parts of the agreements Ordinary Shares, which was approved at
are subject to certain conditions precedent, a Special General Meeting on 25 March
In the June Operations Update, Dominion including approval by the Tanzanian Ministry 2010, with a broad range of established
announced the results of a competent persons of Energy and Minerals and the Tanzanian institutional investors (“the Placing”).
report (“CPR”) on the first prospect in Block Petroleum Development Corporation.
7, offshore deep-water Tanzania. The “Alpha” As a result of the Placing, 654,880,000 new
prospect has a mean prospective resource of Under the final agreements, M&P has acquired: Ordinary Shares were issued to new and existing
1.104 Bbbl of oil or 7.069 Tcf of gas, based on • A 40% interest in the Mandawa PSA onshore shareholders at a price of 5 pence per share.
the CPR recently concluded by Energy Resource Tanzania, resulting in M&P owning 90%
Consultants Ltd. (“ERC”). ERC have risked the of the Mandawa licence and Dominion’s On 12 August 2010, the Company
prospect with a 12% Chance of Success (“CoS”) interest being reduced to 10%; and announced that it has appointed RBC Capital
as a whole (differing CoS for different objectives • An option over a 35% interest in the Markets as its Nominated Advisor and Joint
ranging from 9%–15% within Alpha); net risked Kisangire PSA onshore Tanzania (operated Broker with immediate effect.
mean resource: 134 MMbbl of oil or 848 Bcf. by Heritage Oil Tanzania Ltd., (“Heritage”)
Alpha is in water depths of ca. 4,000 feet and who have a 55% interest), reducing The new Dominion has successfully
represents multiple drilling objectives all the Dominion’s interest to 10%. responded to the challenges it faced. We are
way down to ca. 16,000 feet. extremely optimistic about the coming 12
In return, Dominion’s funding requirement months, during which time the Company has
The Alpha prospect was identified by the in respect of the Kianika-1 well on the the potential to deliver significant value to
existing 4,350km2 of 2D seismic coverage and is Mandawa licence has been reduced from its investors.
supported by AVO studies performed this year. 100% to 20% of the drilling costs and to 10%
This is only the first prospect in the block and the of associated expenses.
CPR work undertaken on Alpha was intended to
assist in planning the 3D seismic survey. In addition to approval by the Tanzanian
Government, the agreement is also subject Roger Cagle Andrew Cochran
On 20 September 2010 (the “September to certain other conditions, including the Chairman Chief Executive
Operations Update”), Dominion announced that assumption by M&P of the operatorship of
the 3D seismic survey had commenced. the Mandawa licence.
Dominion Petroleum Limited Annual Report 2009

12
Directors and Advisors

Directors Roger Cagle (Non-Executive Chairman)


Andrew Cochran (Chief Executive Officer)
Rob Shepherd (Finance Director)
Atul Gupta (Non-Executive Director)
Justin Burley (Non-Executive Director)
Dennis Crema (Non-Executive Director)
Roland Wessel (Non-Executive Director)

Company Secretary David Garland

Nominated Advisor RBC Capital Markets


Thames Court
One Queenhithe
London, EC4V 4DE

Joint Brokers Canaccord Adams Limited RBC Capital Markets


Cardinal Place Thames Court
80 Victoria Street One Queenhithe
7th Floor London, EC4V 4DE
London, SW1E 5JL

Solicitors As to UK law: As to Bermuda law: As to British Virgin Islands law:

Hunton & Williams LLP Conyers Dill & Pearman Conyers Dill & Pearman
30 St. Marys Axe Clarendon House Romasco Place
London, EC3A 8EP 2 Church Street Wickhams Cay
Hamilton, HM CX Road Town, Tortola

As to Tanzanian law: As to International law:

Rex Attorneys Clayton Utz


50 Mirambo Street Level 27 QV1
Dar es Salaam Building 250
St George’s Terrace
Perth, WA 6000
Annual Report 2009 Dominion Petroleum Limited

13

Bankers HSBC Bank of Bermuda


70 Pall Mall 6 Front Street
London, SW1Y 5EZ Hamilton, HM11
Bermuda

Auditors Group auditors: Tanzania auditors: Uganda auditors:


BDO LLP Horwath International Grant Thornton
8 Baker Street Osman Towers Plot 5 Katego Road
London, W1U 3LL Zanaki Street PO Box 7158
Dar es Salaam Kampala

Registrars Computershare Investor Services


(Jersey) Limited
Queensway House
Hilgrove Street
St. Helier, Jersey
Channel Islands, JE1 1ES

Depositary Computershare Investor Services PLC


PO Box 82
The Pavilions
Bridgwater Road
Bristol, BS99 7NH

Place of The Company is registered in Bermuda under the Companies Act 1981
Incorporation with the registered number 38082

Principal place Clarendon House


of business 2 Church Street
and registered Hamilton, HM 11
office Bermuda
Dominion Petroleum Limited Annual Report 2009

14
Corporate Social Responsibility
Our responsibility to the local environment and its people

Overview – Blood pressure machines;


Dominion’s Corporate Social Responsibility – Infant cots with mattresses; and
(“CSR”) encompasses the management of – Delivery instruments
relationships with shareholders, employees, • Twin desks which have been provided to
contractors and the communities in areas a local primary school; and
where we work, together with the impact • A number of bicycles which have been
on society and the environment. donated to Community Development
Officers to ease movement around
We recognise we have specific responsibilities their areas.
in each of these areas and consider adherence
to CSR values to be a key factor in securing A key part of our responsibility to the local
our long-term success. communities where we operate is to properly
inform them of our activities, an example of
Our objective is to minimise our impact on which is shown opposite.
the environment and to support development
in local communities. We recognise the Tanzania
importance of engaging with local stakeholders CSR activity in Tanzania was concentrated
and take seriously concerns regarding oil and around North Mandawa where we donated
gas development. We believe that by working funds for the building of local government
closely with host communities we are better offices, nursery school, dispensaries and a
enabled to meet the challenges facing us. school dormitory.

Uganda In addition, following the drilling of


Exploration Area 4B straddles the districts of Mihambia-1 during 2009 in the southern part
Kanungu and Rukungiri up to the border with of the Mandawa area, efforts were focused on
the Democratic Republic of Congo. restoring the well site to its original condition,
which included the planting of trees.
In terms of the various initiatives the
Company has been engaged in during 2009, Plans for 2010
these include: As set out in the Chairman’s and Chief
• The donation of mosquito nets to children Executive’s Statement, 2010 will be the
and pregnant women in a number of most active from an operational standpoint
villages in partnership with the United in our history to-date. In addition, our new
Nations supported Health Initiatives for Chief Executive, Andrew Cochran, is strongly
the Private Sector (“HIPS”) Project. committed to ensuring that, wherever we
• The provision of a 10,000 litre water operate, we do so at the highest standards
tank to one of the villages in the Queen of environmental and social responsibility.
Elizabeth National Park, which serves over Consequently, our staff locally are being
37,620 people. asked to “up their game” in terms of CSR
• The donation of infant delivery equipment activities – whilst we clearly hope we will be
to a number of health centres which successful in our exploration endeavours,
are collectively estimated to serve a even if we are not, we want to ensure we have
population of around 330,000. The a positive, lasting impact on the communities
equipment was donated to Government in which we operate.
health units to compliment their efforts
in providing adequate health care, and
includes:
– Delivery beds – which can also act
as a theatre bed for minor surgery;
– Dual stretchers;
Annual Report 2009 Dominion Petroleum Limited

Example of leaflet provided to local residents ahead of the 15


recent seismic acquisition:

Okuronda Amajuta Omu Disiturikiti Zanyu


(Bushenyl, Rukungiri, Kanungu na Kasese, Kuruglira
Mayl kuhitsya Septemba 2008)

1. Abasayeeya (Abaapuntai nibeja kuriwa 2. Abakozi nibeija kuboneza ekirari eki 3. Akooma nikaija kutimba ebyiina
exirari (Oruhenda) barikwerinda amaju, kukirabasike by’okuteereramu amasasi (Obuganga)
berinde ebihingwa (Emisiri)

4. Abakozi nibeija, kutimba obwoma 5. Ab’ebyasayansi nibeija kubarura 6. Ahu kirayetengyese, ebihingirwe
bwokuhurira okutengyeeta (Geophone obuganga obubaratekye omubwina reero ebirasisikare nibiija okushashurwa esente
vibration sensors) bahadikye okutengyeeta okurabeho ezateirweho amateeka ga gavumenti
yebicweka
Dominion Petroleum Limited Annual Report 2009

16
Our People

Dominion’s management Roger Cagle Justin Burley


Non-Executive Chairman Non-Executive Director
has extensive experience in Roger Cagle is the Executive Vice President, Justin Burley is head of Corporate
oil and gas exploration and deputy CEO and CFO of SOCO International Development at Greenwood Holdings LLC,
plc, an international oil and gas exploration a company that creates fuel pellets from
production projects in Africa and production company traded on the paper companies’ waste sludge. Previously,
and the rest of the world. London Stock Exchange, and a constituent of he was a Vice President and Senior Analyst
The Directors’ leadership is the FTSE 250 Index. He has been a member with Plainfield Asset Management LLC, a
of the Board of SOCO International since Greenwich, Connecticut based investment
supplemented by an April 1997. He has over 30 years’ experience advisor with more than $1.2 billion of capital
extensive network of in the oil and gas industry, including senior under management. He is a former Director
advisors and consultants. positions with Exxon Corporation and with ABN AMRO Bank in London where he
Superior Oil Company. He was formerly chief was responsible for the European leveraged
financial officer of Snyder Oil Corporation’s capital markets group. Prior to that he worked
international subsidiary, and of Conquest in a variety of roles with Barclays Capital in
Exploration Company. London and Bankers Trust in New York.

Andrew Cochran Dennis Crema


Chief Executive Officer Non-Executive Director
Andrew Cochran was previously Business Dennis Crema is currently Managing Partner
Development Director at Salamander Energy and CEO of BlueGold Capital Management
PLC, a FTSE 250 oil and gas company, of LLP (“BlueGold”). BlueGold is a London-based
which he was a founder. Prior to that, he hedge fund manager investing in the global
was New Ventures Manager at Endeavour commodities markets with an emphasis on oil
International Corporation and before that derivatives trading. Before joining Bluegold as
Exploration Advisor at Anadarko Petroleum. Chief Executive Officer and Managing Partner
in 2008, Dennis worked for 12 years at Vitol
Rob Shepherd as Senior Partner, and Head of Products
Finance Director Trading (2007–1995). He relocated from the
Rob Shepherd is a former Executive Director US to London in 1995 to focus on proprietary
with ABN AMRO bank where he had nine trading in the physical and derivative oil
years of experience in international financing, markets. He then went on to manage one of
particularly in the oil and gas sector. Before the most successful Product trading teams in
this, he was a facilities engineer with Shell, the business focusing on trading physical and
working in field development projects paper markets.
for four years. Between June 2007 and
December 2008, he was a Non-Executive
Director with Imperial Energy Corporation,
an oil and gas exploration and production
company traded on the London Stock
Exchange and a constituent of the
FTSE 250 index.
Annual Report 2009 Dominion Petroleum Limited

17

Atul Gupta Mike Thomas


Non-Executive Director Chief Operating Officer
Atul Gupta has worked for 25 years in the Mike is a geologist with 35 years experience
international upstream oil and gas business in the oil and gas exploration business. He has
successively with Charterhouse Petroleum, worked for Texaco, AGIP, Clyde Petroleum,
Petrofina, Monument and Burren Energy. Gulf Canada and Paladin Resources. His
Atul joined Burren in 1999 as Chief Operating period with Clyde included Chief Geologist,
Officer and served as its Chief Executive asset management of exploration and of
Officer from 2006 until the Company was sold producing fields in the Netherlands, followed
to ENI last year. He has a bachelors degree by exploration in Yemen. With Gulf Canada,
in chemical engineering from Cambridge he was coordinator of International Joint
University and a masters degree in petroleum Ventures and with Paladin, Asset Manager
engineering from Heriot Watt University. for several international projects including
Tanzania. Mike joined Dominion as Chief
Roland Wessel Operating Officer in 2007, after an initial
Non-Executive Director consultancy period in 2006.
Roland Wessel is the Chief Executive of
Star Energy plc, the gas storage company David Garland
listed until recently on the London Stock General Counsel and Secretary
Exchange that he co-founded in 1999. Roland Before joining Dominion in February 2007
is a geology graduate with over 30 years of he had practiced as a barrister for 18 years
experience in the oil and gas industry. The from Brick Court Chambers, the pre-eminent
majority of his career has been spent in the commercial barristers chambers in London,
drilling services sector and he has undertaken where his practice included advising on and
managerial assignments in most of the active drafting commercial, insurance, corporate,
oil and gas regions in the world including banking and cross-border agreements and
West and North Africa, the Middle East, litigating disputes in those areas.
the North Sea and the Americas. Roland is
Chairman of Dominion’s Audit Committee.
Dominion Petroleum Limited Annual Report 2009

18
Annual Report 2009 Dominion Petroleum Limited

Financial Statements 19

Contents
Financial Statements
20 Directors’ Report
24 Statement of Directors’ Responsibilities
25 Corporate Governance
26 Directors’ Remuneration Report
27 Independent Auditors’ Report
28 Consolidated Statement of Comprehensive Income
29 Consolidated Statement of Financial Position
30 Consolidated Cash Flow Statement
31 Consolidated Statement of Changes in Equity
32 Notes forming part of the Financial Statements
Dominion Petroleum Limited Annual Report 2009

Directors’ Report
For the year ended 31 December 2009

The Directors present their annual report on the affairs of the Group, together with the financial statements and auditors’ report, for the
20 year ended 31 December 2009.

Principal activity
The Parent Company is incorporated in Bermuda. The Group operates through subsidiary companies, details of which are set out in note 13
to the financial statements. The Group’s principal activity is to explore for and develop oil and gas projects, primarily in East and Central
Africa. The Group’s focus is in two main regions: Uganda, where the Group has a PSA with the Government of Uganda; and Tanzania, where it
has one offshore and three onshore PSAs in respect of five exploration licences covering a total area of approximately 12 million acres. The
Group also has an interest in the DRC where the Group has signed a PSA with the Government, although the agreement is not yet effective,
pending the issuance of a Presidential Decree.

Review of the business and future prospects


A review of the consolidated entity’s operations during the year and the results of those operations are set out in the Chairman’s and
Chief Executive’s Statement on pages 4 to 11.

Dividends
The Directors will not be recommending payment of a dividend.

Key financial and operational risks


The Group is subject to various risks relating to political, legal, social, industry, business and financial conditions. The Group considers the
following risk factors, which are not exhaustive, particularly relevant to the Group’s business activities.

Exploration risk
The exploration for and development of hydrocarbons is speculative and involves a high degree of risk. These risks include the uncertainty
that the Group will discover sufficient oil or gas to exploit commercially.

Volatility of prices for oil and gas


Substantially all of the Group’s future revenues and cash flows will come from the sale of oil and gas. If oil and gas prices should fall below and
remain below the Group’s cost of production for any sustained period, the Group may experience losses and may be forced to curtail or
suspend some or all of the Group’s production operations, at the time such production operations exist. In addition, the Group would also
have to assess the economic impact of low oil or gas prices on the Group’s ability to recover any losses the Group may incur during that period
and on the Group’s ability to maintain adequate reserves. The supply, demand and prices for oil and gas are volatile and are influenced by
factors beyond the Group’s control. These factors include global demand and supply, exchange rates, interest and inflation rates and political
events. A significant prolonged decline in oil and gas prices could impact the viability of some of the Group’s exploration activities.

Currency risk
The Group reports its results in US dollars. Expenditure may be incurred in US dollars, GB pounds, Tanzanian shillings or Ugandan shillings.
Any changes in the relative exchange rates between these currencies could positively or negatively affect the Group’s results. It is Group
policy not to hedge against exchange rate risk.

Liquidity risk
Liquidity risk arises from the Group’s management of working capital and the finance charges and principal repayments on its debt
instruments. It is the risk that the Group will encounter difficulty in meeting its financial obligations as they fall due.

In March 2010, the Group announced a £32.7 million placing of new shares which will provide the funding required over the next 12 months
to explore and develop its licences.

Financial Instruments
Details of the use of financial instruments by the Company and its subsidiary undertakings are contained in note 3 to the financial statements.
Annual Report 2009 Dominion Petroleum Limited

Directors’ interests
The Directors who served during the year and their interests in the shares of the Company were as follows: 21
31 December 31 December
2009 % of issued 2008 % of issued
Number share capital Number share capital

Roger Cagle1 121,212 0.01 – –


Michael Garland (resigned 13 March 2009) 72,618,110 7.77 72,618,110 16.63
Andrew Cochran (appointed 3 November 2009) – – – –
Justin Dibb (resigned 3 November 2009) 65,379,504 6.99 65,379,504 14.94
Andrew Robinson (resigned 14 August 2009) 26,250,000 2.81 26,250,000 6.01
Rob Shepherd 13,715,985 1.47 8,192,282 2.20
Kenneth Ambrecht1 (resigned 24 December 2009) 2,234,500 0.24 2,234,500 0.51
Justin Burley1 – – – –
Roland Wessel1 148,148 0.02 148,148 0.03
Atul Gupta1 (appointed 24 December 2009) – – – –
Dennis Crema1 (appointed 18 August 2009) – – – –

1 Non-Executive Directors.

Michael Garland’s interest includes 7,209,494 Common Shares over which options have been granted to KCA Associates, a Company owned
by Kenneth Ambrecht. Andrew Robinson’s interests include 7,786,000 Common Shares over which options have been granted to KCA
Associates. Kenneth Ambrecht also has options over a further 13,340,054 shares held by certain other shareholders.

Rob Shepherd received an additional 4,096,141 shares on 21 August 2009 as part of his employment arrangements.

In addition to the above the Directors held the following interests in options in the shares of the Company:

31 December 31 December
2009 2008
Number Number

Roger Cagle1 7,986,247 7,986,247


Michael Garland (resigned 13 March 2009) 5,800,955 5,800,955
Justin Dibb (resigned 3 November 2009) 5,363,897 5,363,897
Andrew Robinson (resigned 14 August 2009) 4,966,571 4,966,571
Rob Shepherd 3,973,257 3,973,257
Justin Burley1 – –
Roland Wessel1 993,314 993,314
Kenneth Ambrecht1 (resigned 24 December 2009) 1,987,953 1,987,953
Andrew Cochran (appointed 3 November 2009) – –
Atul Gupta1 (appointed 24 December 2009) – –
Dennis Crema1 (appointed 18 August 2009) – –

1 Non-Executive Directors.

Directors’ remuneration policy


Refer to the Directors Remuneration Report.
Dominion Petroleum Limited Annual Report 2009

Directors’ Report continued


For the year ended 31 December 2009

Substantial shareholdings
22 As of 31 August 2010, in addition to the Directors identified previously, the following shareholders had been notified to the Company as
being interested in 3% or more of the Company’s Common Shares outstanding:

Number %

BlueGold Capital Management LLP 179,037,358 11.28


Plainfield Asset Management LLC 172,455,653 10.86
MFC Global Investment Management (US), LLC 70,268,141 4.43
Camulos Capital, L.P. 70,060,516 4.41
Artemis Investment Management Ltd. 67,487,885 4.25
Carlo Seidel 65,236,647 4.11
Capital Research Global Investors 63,591,200 4.01
Michael Victor Garland 54,364,000 3.42
Polygon Investment Partners LLP 49,235,442 3.10

Creditor payment policy


The Group’s policy is to settle payment terms with suppliers when agreeing each transaction, ensuring that suppliers are made aware of the
terms of payment.

Going concern
On 1 March 2010, the Company announced that it had raised £32.7 million (approximately $50 million) through a planned placing of new
Ordinary Shares with a broad range of established institutional investors. The money raised from the placing will be applied towards funding
Dominion Petroleum’s drilling programme in Exploration Area 4B in Uganda as well as acquiring seismic in the emerging East African margin
play of Offshore Tanzania’s Block 7.

As a result of the placing, the Group currently has sufficient working capital to fund its planned work programme for the next 12 months.

Health, safety, environment and security


The Group has established a Health, Safety and Environmental (“HSE”) policy that is in line with the highest standards of the industry. In
addition the Group works with specialist environmental and security consultants to ensure proper control of its activities.

Dominion’s HSE policy is supported by commitment from the Board which receives updates on HSE activities and statistics. The HSE policy
states that the Group is committed to ensure:
>> the safety and health of our employees and people who could be impacted by our activities;
>> the protection of the environment in which we work; and
>> respect for the communities in which we operate.

The Group’s HSE policy requires the continued development of a strong HSE culture throughout the organisation. To support this goal, HSE
is maintained as a top priority within the Group.

Charitable and political contributions


During the year the Group made charitable donations of $49,900, principally to local charities serving the communities in which the Group
operates. Funds have been utilised for a number of projects, including the provision of equipment for schools and hospitals in Tanzania and
mosquito nets and water pumps in Uganda.
Annual Report 2009 Dominion Petroleum Limited

Auditors
As far as each of the Directors is aware, at the time this report was approved: 23
>> there is no relevant information of which the auditors are unaware; and
>> they have taken all steps that ought to have been taken to make themselves aware of any relevant audit information and to establish that
the auditors are aware of that information.

BDO LLP has expressed its willingness to continue in office and a resolution to reappoint them will be proposed at the forthcoming Annual
General Meeting.

Post balance sheet events


On 15 February 2010, the Company announced that agreement had been reached with M&P to farm in to the Mandawa and Kisangire PSAs.
Subject to certain conditions precedent, including approval by the Tanzanian government, M&P will acquire a 40% interest in the Mandawa
PSA onshore Tanzania, resulting in M&P owning 90% of the Mandawa licence and Dominion’s interest being reduced to 10%; and a 35%
carried interest in the Kisangire PSA onshore Tanzania (operated by Heritage Oil, who own a 55% interest), reducing Dominion’s interest
to 10%.

In return for these additional interests being acquired by M&P, Dominion’s funding requirement in respect of the Kianika-1 well on the
Mandawa licence will be reduced from 100% to 20% of the drilling costs and to 10% of associated expenses. In addition, M&P’s interest in the
Mandawa licence will rise to 100% upon the Government of Tanzania agreeing that exploration expenses incurred on other licences can be
carried over to the Mandawa licence. At this point, all of Dominion’s costs relating to the Kianika-1 well on the Mandawa licence will also be
reimbursed. Dominion will retain a 10% interest in all profits earned from the Mandawa licence.

On 1 March 2010, the Company announced that it had raised £32.7 million (approximately $50 million) through a planned placing of new
Ordinary Shares with a broad range of established institutional investors. As a result of the placing, 654,880,000 new Ordinary Shares were
issued to new and existing shareholders at a price of 5 pence per share.

The money raised from the placing will be applied towards funding Dominion Petroleum’s drilling programme in Exploration Area 4B in
Uganda as well as acquiring seismic in the emerging East African margin play of Offshore Tanzania’s Block 7.

Approved by the Board and signed on its behalf by:

R. Shepherd
Director
Dominion Petroleum Limited Annual Report 2009

Statement of Directors’ Responsibilities


For the year ended 31 December 2009

The Directors are, amongst other things, responsible for preparing the Annual Report and the financial statements in accordance with
24 applicable law and regulations.

The Directors are responsible for preparing the annual report and the financial statements in accordance with the Bermuda Companies Act
1981. The Directors are also required to prepare financial statements for the Group in accordance with International Financial Reporting
Standards as adopted by the European Union (“IFRSs”) and the rules of the London Stock Exchange for companies trading securities on the
Alternative Investment Market.

International Accounting Standard 1 requires that financial statements present fairly for each financial year the Group’s financial position,
financial performance and cash flows. This requires the faithful representation of the effects of transactions, other events and conditions in
accordance with the definitions and recognition criteria for assets, liabilities, income and expenses set out in the International Accounting
Standards Board’s “Framework for the preparation and presentation of financial statements”. In virtually all circumstances, a fair
presentation will be achieved by compliance with all applicable IFRS.

A fair presentation also requires the Directors to:


>> select suitable accounting policies and then apply them consistently;
>> make judgements and estimates that are reasonable and prudent;
>> state whether applicable IFRS have been followed, subject to any material departures disclosed and explained in the financial
statements; and
>> prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group will continue in business
for the foreseeable future.

The Directors are responsible for keeping proper accounting records that disclose with reasonable accuracy at any time the financial position
of the Group and enable them to ensure that the financial statements can be appropriately prepared. They are also responsible for
safeguarding the assets of the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Company website
Financial information is published on the Company’s website. The maintenance and integrity of this website is the responsibility of the
Directors; the work carried out by the Auditors does not involve consideration of these matters and, accordingly, the Auditors accept no
responsibility for any changes that may occur to the financial statements after they are initially presented on the website.
Annual Report 2009 Dominion Petroleum Limited

Corporate Governance
For the year ended 31 December 2009

The Board recognises the importance of sound corporate governance and its policy is to ensure that the Group adopts policies and procedures
which reflect such of the principles of Good Governance and Code of Best Practice as published by the Committee on Corporate Governance 25
(commonly known as the Combined Code) as are appropriate to the Company’s size on the Alternative Investment Market (“AIM”).

The Board of Directors


The Board currently comprises two Executive Directors and five Non-Executive Directors.

The Board intends to meet at least four times a year and comprehensive papers are intended to continue to be prepared and issued prior to
each meeting. These include regular business and financial progress reports and discussion documents regarding specific matters. Certain
matters are reserved for the Board.

All Directors are permitted access to independent professional advice in the course of the execution of their duties, at the Company’s expense.

No formal nominations committee has been established. All appointments to the Board of both Executive and Non-Executive Directors are
considered by the Board as a whole.

Internal control and risk management


The Board considers risk management and internal control matters on a regular basis. The Directors have recognised the changing
requirements of the Group as it has developed from a private company start up to listing on AIM, to a growing multi-asset international group.

The Board has established, and operates a policy of continuous review and development of, appropriate financial controls consistent with
the Group accounting policies. The Board does not consider an internal audit function appropriate given the current size of the Group.

Board committees
The Group has established an audit committee and a remuneration committee with formally delegated duties and responsibilities.

Audit Committee
The Audit Committee is chaired by Roland Wessel, determines the terms of engagement of the Company’s auditors and determines, in
consultation with the auditors, the scope of the audit. The Audit Committee will receive and review reports from management and the
Company’s auditors relating to the interim and annual accounts and the accounting and internal control systems in use throughout the
Group. The Audit Committee has unrestricted access to the Company’s auditors. Atul Gupta is a member of the Audit Committee.

In order to safeguard the objectivity and independence of the Group’s external auditors, the Audit Committee reviews and monitors the
nature and extent of any non-audit services undertaken by the external auditors.

Remuneration Committee
For details regarding the Remuneration Committee, refer to the Directors’ Remuneration Report.

Communication with shareholders


The Group recognises the importance of communication with its shareholders. The Group’s website is kept up to date covering all corporate
activity. The full report and accounts will be sent to all shareholders and, upon request, to other parties who have an interest in the
Group’s performance.
Dominion Petroleum Limited Annual Report 2009

Directors’ Remuneration Report


For the year ended 31 December 2009

Whilst the Company is not required to present a Directors’ remuneration report, as it is not subject to the Listing Rules of the Financial
26 Services Authority nor the requirements of the UK Directors’ Remuneration Report Regulations 2002, it has disclosed here certain
information about Directors’ remuneration policies and emoluments.

The Directors’ Remuneration Report is not audited.

Remuneration Committee
The Remuneration Committee, chaired by Dennis Crema, reviews the scale and structure of the Executive Directors’ and senior employees’
remuneration and the terms of their service or employment contracts, including share option schemes and other bonus arrangements. The
remuneration and terms and conditions of appointment of the Non-Executive Directors will be set by the entire Board. Roland Wessel and
Justin Burley are members of the Remuneration Committee.

The Board complies with Rule 21 of AIM Rules relating to Directors’ dealings as applicable to AIM companies and will also take all reasonable
steps to ensure compliance by the Group’s applicable employees.

Executive Directors’ remuneration is determined on behalf of the Board by the Remuneration Committee (after reviewing publicly available
information concerning the remuneration scales of other similar companies). The remuneration of the Non-Executive Directors is
determined by the Board as a whole.

None of the Directors participates in any discussion or votes on any proposal relating to his own remuneration. The Group’s policy is to
remunerate the Group’s senior executives fairly in such a manner as to facilitate the recruitment, retention and motivation of suitably
qualified personnel.

The Remuneration Committee did not meet in 2009.

Executive directors’ terms, conditions and remuneration


The elements of the remuneration package currently consist of basic salary and share options.

The Remuneration Committee has recently engaged an external consultant to review the adequacy of the current remuneration package
and to develop both short- and long-term incentive plans for the Directors.
Annual Report 2009 Dominion Petroleum Limited

Independent Auditors’ Report


For the year ended 31 December 2009

Independent Auditors’ Report to the members of Dominion Petroleum Limited


We have audited the Group financial statements (the “financial statements”) of Dominion Petroleum Limited for the year ended 31 27
December 2009 which comprise the Consolidated Statement of Comprehensive Income, the Consolidated Statement of Financial Position,
the Consolidated Cash Flow Statement, the Consolidated Statement of Changes in Equity and the related notes. These financial statements
have been prepared under the accounting policies set out therein.

Respective responsibilities of directors and auditors


The Directors’ responsibilities for preparing the annual report and the financial statements in accordance with applicable law and International
Financial Reporting Standards (“IFRSs”) as adopted by the European Union are set out in the Statement of Directors’ Responsibilities.

Our responsibility is to audit the financial statements in accordance with relevant legal and regulatory requirements and International
Standards on Auditing (UK and Ireland).

We report to you our opinion as to whether the financial statements give a true and fair view in accordance with applicable law and IFRS as
adopted by the European Union.

We read other information contained in the Annual Report and consider whether it is consistent with the audited financial statements.
The other information comprises only the Chairman’s and Chief Executive’s Statement, Directors’ Report, Statement of Directors’
Responsibilities, Corporate Governance Statement and Directors’ Remuneration Report. We consider the implications for our report
if we become aware of any apparent misstatements within it. Our responsibilities do not extend to any other information.

Our report has been prepared pursuant to the requirements of our engagement letter dated 20 January 2010 and for no other purpose. No
person is entitled to rely on this report unless such a person is a person entitled to rely upon this report by virtue of and for the purpose of
our engagement letter or has been expressly authorised to do so by our prior written consent. Save as above, we do not accept responsibility
for this report to any other person or for any other purpose and we hereby expressly disclaim any and all such liability.

Basis of audit opinion


We conducted our audit in accordance with International Standards on Auditing (UK and Ireland) issued by the Auditing Practices Board. An
audit includes examination, on a test basis, of evidence relevant to the amounts and disclosures in the financial statements. It also includes
an assessment of the significant estimates and judgements made by the Directors in the preparation of the financial statements, and of
whether the accounting policies are appropriate to the Group’s circumstances, consistently applied and adequately disclosed.

We planned and performed our audit so as to obtain all the information and explanations which we considered necessary in order to provide
us with sufficient evidence to give reasonable assurance that the financial statements are free from material misstatement, whether caused
by fraud or other irregularity or error. In forming our opinion we also evaluated the overall adequacy of the presentation of information in
the financial statements.

Opinion
In our opinion the Group financial statements give a true and fair view, in accordance with IFRS as adopted by the European Union, of the
state of the Group’s affairs as at 31 December 2009 and of its loss for the year then ended.

BDO LLP
Chartered Accountants
London
United Kingdom
30 April 2010

BDO LLP is a limited liability partnership registered in England and Wales (with registered number OC 305127).
Dominion Petroleum Limited Annual Report 2009

Consolidated Statement of
Comprehensive Income
For the year ended 31 December 2009

2009 2008
28 Notes $’000 $’000

Administrative expenses
Share-based payments 17 (2,122) (3,193)
Litigation costs 5 – (7,738)
Other administrative expenses (8,180) (9,038)
Total Administrative expenses (10,302) (19,969)

LOSS FROM OPERATIONS 5 (10,302) (19,969)

Finance costs 8 (193) (723)


Finance income 8 40 25

LOSS BEFORE TAXATION (10,455) (20,667)


Income tax expense 9 (51) (96)

LOSS FOR THE YEAR (10,506) (20,763)

OTHER COMPREHENSIVE INCOME:


Foreign exchange on retranslation of foreign operations (41) (116)

TOTAL COMPREHENSIVE INCOME FOR THE YEAR (10,547) (20,879)

LOSS FOR THE YEAR ATTRIBUTABLE TO:


Owners of the parent (10,446) (20,712)
Non-controlling interest (60) (51)

TOTAL COMPREHENSIVE INCOME ATTRIBUTABLE TO:


Owners of the parent (10,487) (20,828)
Non-controlling interest (60) (51)

LOSS PER SHARE


Basic and diluted (US cent) 10 (1.77) (4.85)

All amounts relate to continuing activities.

The notes on pages 32 to 47 form part of these financial statements


Annual Report 2009 Dominion Petroleum Limited

Consolidated Statement of
Financial Position
For the year ended 31 December 2009

2009 2008
Notes $’000 $’000
29
ASSETS
NON-CURRENT ASSETS
Property, plant and equipment 11 474 665
Oil and gas exploration expenditure 12 65,839 55,503
66,313 56,168
CURRENT ASSETS
Receivables 14 971 3,647
Inventory 255 –
Cash and cash equivalents 15 4,706 4,497
5,932 8,144
TOTAL ASSETS 72,245 64,312

EQUITY AND LIABILITIES


Equity attributable to equity holders of the parent
Share capital 16 37 17
Convertible debt option reserve 8,909 16,884
Share premium 63,203 22,590
Share-based payments reserve 22,613 20,514
Currency translation reserve (180) (139)
Retained earnings (52,955) (50,951)
Equity attributable to the equity holders of the parent 41,627 8,915
Minority interests (120) (60)
Total equity 41,507 8,855

NON-CURRENT LIABILITIES
Convertible loan notes 18 27,110 –
27,110 –

CURRENT LIABILITIES
Convertible loan notes 18 – 50,049
Trade and other payables 19 3,564 5,345
Current tax payable 64 63
3,628 55,457

TOTAL LIABILITIES 30,738 55,457

TOTAL EQUITY AND LIABILITIES 72,245 64,312



The financial statements were approved by the Board of Directors and authorised for issue on 30 April 2010 and are signed on its behalf by:

Roland Wessel Rob Shepherd


Director Director

The notes on pages 32 to 47 form part of these financial statements.


Dominion Petroleum Limited Annual Report 2009

Consolidated Cash Flow Statement


For the year ended 31 December 2009

2009 2008
30 $’000 $’000

CASH FLOWS FROM OPERATING ACTIVITIES


Loss for the year (10,506) (20,763)
(Increase) in inventory (255) –
Decrease/(increase) in other receivables 1,457 (1,744)
Increase)/(decrease) in other payables 815 (645)
Income tax expense 51 96
Foreign exchange movement 29 (37)
Depreciation 175 201
Loss on disposal of property, plant and equipment 8 92
Share-based payment expense 2,122 4,009
Finance income (40) (25)
CASH USED IN OPERATIONS (6,144) (18,816)
Income taxes paid (50) (66)
NET CASH FROM OPERATING ACTIVITIES (6,194) (18,882)

INVESTING ACTIVITIES
Interest received 40 25
Oil and gas exploration expenditure (3,581) (20,728)
Reimbursement of past exploration costs 1,219 4,342
Proceeds from disposal of plant and equipment 35 –
Acquisition of property, plant and equipment (27) (488)
CASH USED IN INVESTING ACTIVITIES (2,314) (16,849)

FINANCING ACTIVITIES
Costs of re-financed convertible loan notes (830) –
Issue of Ordinary Share capital (net of issue costs) 9,617 800
Payment made for forfeit of options – (199)
CASH FLOW FROM FINANCING ACTIVITIES 8,787 601

Increase/(decrease) in cash and cash equivalents 279 (35,130)


Cash and cash equivalents at beginning of period 4,497 39,718
Exchange gains/(losses) on cash and cash equivalents (70) (91)

CASH AND CASH EQUIVALENTS AT END OF PERIOD 4,706 4,497

The notes on pages 32 to 47 form part of these financial statements.


Annual Report 2009 Dominion Petroleum Limited

Consolidated Statement of Changes in Equity


For the year ended 31 December 2009

Equity
Convertible
Debt Share-based Currency
attributable
to owners Non-
31
Share option Share payments translation Retained of the controlling Total
Capital reserve premium reserve reserve earnings parent Interests equity
$’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000

At 1 January 2008 17 16,884 16,026 16,704 (23) (30,239) 19,369 (9) 19,360
Total comprehensive income for the year – – – – (116) (20,712) (20,828) (51) (20,879)
Issue of share capital (net of issue costs) – – 6,564 – – – 6,564 – 6,564
Share-based payments – – – 4,009 – – 4,009 – 4,009
Cash-settled options – – – (199) – – (199) – (199)
At 31 December 2008 17 16,884 22,590 20,514 (139) (50,951) 8,915 (60) 8,855

At 1 January 2009 17 16,884 22,590 20,514 (139) (50,951) 8,915 (60) 8,855
Total comprehensive income for the year – – – – (41) (10,446) (10,487) (60) (10,547)
Issue of share capital (net of issue costs) 20 – 40,613 505 – – 41,138 – 41,138
Share-based payments (note 17) – – – 1,594 – – 1,594 – 1,594
Equity portion of convertible loan note – (7,975) – – – 8,442 467 – 467
At 31 December 2009 37 8,909 63,203 22,613 (180) (52,955) 41,627 (120) 41,507

The notes on pages 32 to 47 form part of these financial statements.

The following describes the nature and purpose of each reserve within owners’ equity:

Reserve Description and purpose

Share capital Amount subscribed for share capital at nominal value.


Convertible debt option Amount of proceeds on issue of convertible debt relating to the equity component
(i.e. option to convert the debt into share capital).
Share premium Amount subscribed for share capital in excess of nominal value.
Share-based payment Cumulative fair value of amounts charged in respect of share-based payment and warrant arrangements.
Currency translation Gains/losses arising on translating the net assets of overseas operations into US dollars.
Retained earnings Cumulative net gains and losses recognised in the consolidated income statement.
Dominion Petroleum Limited Annual Report 2009

Notes forming part of the


Financial Statements
For the year ended 31 December 2009

1 Accounting Policies
32 Basis of preparation
The principal accounting policies adopted in the preparation of the financial statements are set out below. The policies have been
consistently applied to all the years presented, unless otherwise stated.

These financial statements have been prepared in accordance with International Financial Reporting Standards, International Accounting
Standards and Interpretations (“collectively IFRS”) issued by the International Accounting Standards Board (“IASB”) as adopted by the
European Union (“adopted IFRSs”), and are in accordance with IFRS as issued by the IASB.

The consolidated financial statements have been prepared on the historical cost basis, as modified by the revaluation of property, plant and
equipment, available for sale financial assets, and financial assets and liabilities, including derivative financial instruments, at fair value
through profit or loss.

The preparation of financial statements in compliance with IFRS requires the use of certain critical accounting estimates. It also requires
Group management to exercise judgement in the most appropriate application in applying the Group’s accounting policies. The areas
where significant judgements and estimates have been made in preparing the financial statements and their effect are disclosed in note 2.

Going concern
On 1 March 2010 the Company announced that it had raised £32.7 million (approximately $50 million) through a planned placing of new
Ordinary Shares with a broad range of established institutional investors. The money raised from the placing will be applied towards funding
Dominion Petroleum’s drilling programme in Exploration Area 4B in Uganda as well as acquiring seismic in the emerging East African margin
play of Offshore Tanzania’s Block 7.

As a result of the placing, the Group currently has sufficient working capital to fund its planned work programme for at least the next
12 months, and the Directors have concluded that the going concern basis of preparing the accounts is appropriate.

Changes in accounting policies


(a) New standards, amendments to published standards and interpretations to existing standards effective in 2009 adopted by the Group:
Amendments to IAS 1 Presentation of Financial Statements: A Revised Presentation: As a result of the application of this Amendment the Group
has elected to present a single statement of comprehensive income; previously it presented an income statement and a statement of change
in equity. The Amendment does not change the recognition or measurement of transactions and balances in the financial statements.

IFRS 8 Operating Segments: IFRS 8 requires an entity to adopt a “management approach” in the identification of its operating segments and
its reporting on their financial performance. Generally, the information to be reported would be what management uses internally for
evaluating segment performance and deciding how to allocate resources to operating segments. Such information may be different from
that used to prepare the income statement and balance sheet. The Standard also requires an explanation of the basis on which the segment
information is prepared and reconciliations to the amounts recognised in the income statement and balance sheet. The adoption of IFRS 8
has not resulted in a change to the Group’s reportable segments.

Amendment to IAS 23 Borrowing Costs: This Amendment removes the option to immediately recognise as an expense borrowing costs that
relate to the construction of qualifying assets (assets that take a substantial period of time to get ready for use or sale). Instead, an entity will
be required to capitalise borrowing costs whenever the conditions for capitalisation are met. The provisions of this Amendment are
applicable to borrowing costs relating to qualifying assets for which the commencement date for capitalisation is on or after the effective
date of the Amendment. The adoption of this amendment has not resulted in a change to the Group’s accounting treatment of borrowing
costs. The Group has historically adopted a policy of capitalising borrowing costs.

(b) The following new standards, interpretations and amendments, also effective for the first time from 1 January 2009, have not had a
material effect on the financial statements:
>> Amendment to IFRS 2 Share-based Payment: Vesting Conditions and Cancellations – 1 January 2009.
>> Amendments to IAS 32 and IAS 1 Puttable Financial Instruments and Obligations Arising on Liquidation – 1 January 2009.
>> Amendments to IFRS 1 and IAS 27 Cost of an Investment in a subsidiary, jointly-controlled entity or associate – 1 January 2009.
>> Improving Disclosures about Financial Instruments (Amendments to IFRS 7) – 1 January 2009.
>> Improvements to IFRSs (2008) – 1 January 2009.
>> IFRIC 15 Agreements for the Construction of Real Estate – 1 January 2009.
>> Embedded Derivatives (Amendments to IFRIC 9 and IAS 39) – 30 June 2009.
>> Revised IFRS 3 Business Combinations – 1 July 2009.
>> Amendments to IAS 27 Consolidated and Separate Financial Statements – 1 July 2009.
>> Amendment to IAS 39 Financial Instruments: Recognition and Measurement: Eligible Hedged Items Statements – 1 July 2009.
Annual Report 2009 Dominion Petroleum Limited

1 Accounting Policies continued


>> IFRIC 17 Distributions of Non-cash Assets to Owners – 1 July 2009. 33
>> Revised IFRS 1 First-time Adoption of international Financial Reporting Standards – 1 July 2009.
>> IFRIC 18 Transfer of Assets from Customers – 1 July 2009.
>> Revised IFRS 1 First-time Adoption of international Financial Reporting Standards – 1 July 2009.

(c) New standards, interpretations and amendments not yet effective:


>> Improvements to IFRSs (2009) – 1 January 2010.
>> Group Cash-settled Share-based Payment Transactions (Amendments to IFRS 2) – 1 January 2010.
>> Additional Exemptions for First-time Adopters (Amendments to IFRS 1) – 1 January 2010.
>> Classification of Rights Issues (Amendment to IAS 32) – 1 February 2010.
>> IFRIC 19 Extinguishing Financial Liabilities with Equity Instruments – 1 April 2010.
>> Amendment to IFRS 1 First-time Adoption of International Financial Reporting Standards – 1 July 2010.
>> Revised IAS 24 Related Party Disclosures – 1 January 2011.
>> Amendments to IFRIC 14 IAS 19 – Limit on a Defined Benefit Asset, Minimum Funding Requirements and their Interaction –
1 January 2011.
>> Amendment to IFRS 1 First-time Adoption of International Financial Reporting Standards – 1 July 2010.

Revenue recognition
Future sales revenues will represent the sales value, net of VAT and overriding royalties, of the sales of oil/gas. Revenue will be recognised
when goods are delivered and title has passed.

Basis of consolidation
The consolidated financial information incorporates the results of the Group as at 31 December 2009.

Where the Company has the power, either directly or indirectly, to govern the financial and operating policies of another entity or business
so as to obtain benefits from its activities, it is classified as a subsidiary. The consolidated financial statements present the results of the
Company and its subsidiaries (“the Group”) as if they formed a single entity. Intercompany transactions and balances between Group
companies are therefore eliminated in full.

Business combinations
The consolidated financial statements incorporate the results of business combinations using the purchase method of accounting. In the
consolidated balance sheet, the acquiree’s identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values
at the acquisition date. The results of acquired operations are included in the consolidated income statement from the date on which
control is obtained.

Impairment of non-financial assets (excluding inventories)


Impairment tests on intangible assets with indefinite useful economic lives are undertaken annually at the financial year end. Other
non-financial assets are subject to impairment tests whenever events or changes in circumstances indicate that their carrying amount may
not be recoverable. Where the carrying value of an asset exceeds its recoverable amount (i.e. the higher of value in use and fair value less
costs to sell), the asset is written down accordingly.

Where it is not possible to estimate the recoverable amount of an individual asset, the impairment test is carried out on the asset’s
cash-generating unit (i.e. the lowest Group of assets in which the asset belongs for which there are separately identifiable cash flows).

Impairment charges are included in the administrative expenses line item in the consolidated income statement, except to the extent they
reverse gains previously recognised directly in equity. An impairment loss recognised for goodwill is not reversed.

Foreign currency
The functional and presentational currency of Group companies is US dollars, except for Dominion Petroleum Administrative Services
Limited, whose functional currency is UK sterling. Transactions entered into by Group entities in a currency other than the currency of the
primary economic environment in which they operate (their “functional currency”) are recorded at the rates ruling when the transactions
occur. Foreign currency monetary assets and liabilities are translated at the rates ruling at the balance sheet date. Exchange differences
arising on the retranslation of unsettled monetary assets and liabilities are recognised immediately in the consolidated income statement.

On consolidation, the results of overseas operations are translated into US dollars at rates approximating to those ruling when the
transactions took place. All assets and liabilities of overseas operations, including goodwill arising on the acquisition of those operations, are
translated at the rate ruling at the balance sheet date. Exchange differences arising on translating the opening net assets at opening rate
and the results of overseas operations at actual rate are recognised directly in equity (the “currency translation reserve”).
Dominion Petroleum Limited Annual Report 2009

Notes forming part of the


Financial Statements continued
For the year ended 31 December 2009

1 Accounting Policies continued


34 Segment reporting
For management purposes the Group is organised into operating segments. Management review the Group’s performance by reviewing the
results of the exploration activities by geographic location in each African licence area, and reviewing the corporate administrative and
finance activity of the head office function in London.

Segment results and total assets include items directly attributable to a segment as well as those that can be allocated on a reasonable
basis. Unallocated items comprise mainly head office assets and expenses and capitalised borrowing costs.

Financial assets
The Group’s loans and receivables comprise other receivables and cash and cash equivalents in the balance sheet. Cash and cash equivalents
include cash in hand and deposits held on call with banks. Any interest earned is accrued monthly and classified as interest. Other
receivables are stated at cost less any impairment losses.

Financial liabilities
The Group classifies its financial liabilities into one of two categories, depending on the purpose for which the liability arose.

>> Trade payables and other short-term monetary liabilities, which are initially recognised at fair value and subsequently recognised at
amortised cost using the effective interest rate method.
>> Convertible loan notes are regarded as compound instruments, consisting of a liability component and an equity component. At the
date of issue, the fair value of the liability component is estimated using the prevailing market interest rate for similar non-convertible
debt. The difference between the proceeds from issue of the convertible loan notes and the fair value attributed to the liability
component, representing the embedded option to convert the liability into equity of the Group, is included in equity (Convertible debt
option reserve). The financial liability component is subsequently carried at amortised cost using the effective interest rate method and
is accreted up to the redemption amount each year.

Share capital
Financial instruments issued by the Group are treated as equity only to the extent that they do not meet the definition of a financial liability.
The Company’s Common Shares are classified as equity instruments. These are recorded at the proceeds received net of direct issue costs.

Borrowing costs
Interest incurred on the convertible loan notes used to fund the Group’s exploration expenditure is capitalised as part of its oil and gas
exploration assets. The Group does not incur any other interest costs that qualify for capitalisation under IAS 23 “Borrowing costs”.

The renegotiation of terms of the Series A & B Loan Notes, following the refinancing on 13 August 2009, required adjustment of the financial
liability to take account of the change in the present value of future cash flows. The change of terms did not result in a substantial
modification of terms of an existing financial liability (as defined by IAS 39 para 40). The carrying value of the remaining liability is being
amortised over the revised remaining term of the Loan Notes, the charge being included in borrowing costs capitalised (see note 12).

Share-based payments
Where equity settled share options are awarded to employees, the fair value of the options at the date of grant is charged to the
consolidated income statement over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of
equity instruments expected to vest at each balance sheet date so that, ultimately, the cumulative amount recognised over the vesting
period is based on the number of options that eventually vest. Market vesting conditions are factored into the fair value of the options
granted. As long as all other vesting conditions are satisfied, a charge is made irrespective of whether the market vesting conditions are
satisfied. The cumulative expense is not adjusted for failure to achieve a market vesting condition.

Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured
immediately before and after the modification, is also charged to the consolidated income statement over the remaining vesting period.

Warrants
Warrants issued as part of share subscriptions are treated as equity instruments. The initial proceeds from the share subscriptions (units
consisting of share and warrants) are allocated to share capital, share premium and warrant reserve in accordance to their relative fair values.

The warrants issued to BlueGold as part on the refinancing of 13 August 2009 have been valued using the Black-Scholes option pricing model.
Annual Report 2009 Dominion Petroleum Limited

1 Accounting Policies continued


Oil and gas assets – exploration and evaluation 35
In respect of all exploration expenditure the Group has adopted the full cost method of accounting. Pending determination of commercial
reserves all expenditure relating to the acquisition, exploration and appraisal of oil and gas interests is capitalised as an intangible asset. On
determination of commercial reserves the expenditure will be transferred to appropriate cost pools and amortised over the estimated life of
the commercial reserves on a unit of production basis. Where costs associated with a licence have been capitalised and the licence is
subsequently relinquished, the project is abandoned or is considered to be of no further commercial value to the Group, the relevant costs
will be written off.

Proceeds from the full or partial disposal of a property where commercial reserves have not been established are credited to the relevant
cost centre. Only if there is a surplus in the cost centre are any of the proceeds credited to income.

A gain or loss on disposal of an interest in a field where commercial reserves have been established is recognised to the extent that the net
proceeds exceed or are less than the appropriate portion of the net capitalised costs of the field or property.

Deferred taxation
Deferred tax assets and liabilities are recognised where the carrying amount of an asset or liability in the balance sheet differs from its tax
base, except for differences arising on:
>> the initial recognition of goodwill;
>> the initial recognition of an asset or liability in a transaction which is not a business combination and at the time of the transaction affects
neither accounting or taxable profit; and
>> investments in subsidiaries and jointly controlled entities where the Group is able to control the timing of the reversal of the difference
and it is probable that the difference will not reverse in the foreseeable future.

Recognition of deferred tax assets is restricted to those instances where it is probable that taxable profit will be available against which the
difference can be utilised.

The amount of the asset or liability is determined using tax rates that have been enacted or substantively enacted by the balance sheet date
and are expected to apply when the deferred tax liabilities/(assets) are settled/(recovered).

Deferred tax assets and liabilities are offset when the Group has a legally enforceable right to offset current tax assets and liabilities and the
deferred tax assets and liabilities relate to taxes levied by the same tax authority on either:
>> the same taxable Group company; or
>> different Group entities which intend either to settle current tax assets and liabilities on a net basis, or to realise the assets and settle the
liabilities simultaneously, in each future period in which significant amounts of deferred tax assets or liabilities are expected to be settled
or recovered.

Property, plant and equipment


Items of property, plant and equipment are initially recognised at cost. As well as the purchase price, cost includes directly attributable
costs and the estimated present value of any future unavoidable costs of dismantling and removing items. The corresponding liability is
recognised within provisions. All items of property, plant and equipment are carried at depreciated cost.

Freehold land is not depreciated. Depreciation is provided on all other items of property, plant and equipment to write off the carrying value
of items over their expected useful economic lives. It is applied at the following rates:

Buildings 2% per annum straight line


Computer/telecoms 25% per annum straight line
Motor vehicles 25% per annum straight line
Office equipment 25% per annum straight line

Inventories
Inventories are initially recognised at cost, and subsequently at the lower of cost and net realisable value. Cost comprises all costs of
purchase, costs of conversion and other costs incurred in bringing the inventories to their present location and condition.

Provisions
Provisions are recognised for liabilities of uncertain timing or amount that have arisen as a result of past transactions and are discounted at a
pre-tax rate reflecting current market assessments of the time value of money and the risks specific to the liability.
Dominion Petroleum Limited Annual Report 2009

Notes forming part of the


Financial Statements continued
For the year ended 31 December 2009

2 Critical accounting estimates and judgements


36 The Group makes certain estimates and assumptions regarding the future. Estimates and judgements are continually evaluated based on
historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.
In the future, actual experience may differ from these estimates and assumptions. The estimates and assumptions that have a significant
risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below.

Judgements, estimates and assumptions


(a)  Carrying value of intangible assets
Intangible assets comprise capitalised exploration costs incurred in acquiring exploration licences, performing exploratory drilling activities
and acquiring other geological and geophysical data used in the evaluation of prospects. Borrowing costs to finance exploration activities
are also capitalised as intangible assets.

Management is required to test, where indicators of impairment exist, whether the carrying value of intangible assets has suffered any
impairment. For the purposes of assessing Value in Use, valuation models are used to estimate the present value of future cash flows from
the risked portfolio of oil and gas resources. The calculation of a risked present value is based on a number of assumptions which may be
subject to change and are inherently uncertain. The key assumptions are: estimates of oil and gas resources; the probability of a successful
discovery of oil and gas reserves; the costs required to explore for and develop any successful discovery; the discount rate applicable to the
activity; future oil and gas prices. The Directors assess the carrying value based on the most recently available technical and market data,
and make judgements about future circumstances in respect of each assumption.

The resulting valuation is then compared to the carrying value and an impairment charge made for any shortfall.

(b)  Fair value of financial instruments


The Group determines the fair value of financial instruments that are not quoted (i.e. convertible loan notes – see note 18), using valuation
techniques. Those techniques are significantly affected by the assumptions used, including discount rates and estimates of future cash
flows. In that regard, the derived fair value estimates cannot always be substantiated by comparison with independent markets and, in
many cases, may not be capable of being realised immediately.

(c)  Share-based payment


The Group has one type of equity-settled share-based remuneration scheme for employees. Employee services received, and the
corresponding increase in equity, are measured by reference to the fair value of the equity instruments at the date of grant, excluding the
impact of any non-market vesting conditions. The fair value of share options is estimated by using the Black-Scholes valuation model on the
date of grant based on certain assumptions. Those assumptions are described in note 17 and include, among others, expected volatility,
expected life of the options and number of options expected to vest. More details are disclosed in note 17.

(d)  Income taxes


The Group is subject to income tax in several jurisdictions and significant judgement is required in determining the provision for income
taxes. During the ordinary course of business, there are transactions and calculations for which the ultimate tax determination is uncertain.
As a result, the Company recognises tax liabilities based on estimates of whether additional taxes and interest will be due. These tax
liabilities are recognised when, despite the Company’s belief that its tax return positions are supportable, the Company believes that certain
positions are likely to be challenged and may not be fully sustained upon review by tax authorities.

The Company believes that its accruals for tax liabilities are adequate for all open audit years based on its assessment of many factors
including past experience and interpretations of tax law. This assessment relies on estimates and assumptions and may involve a series of
complex judgements about future events. To the extent that the final tax outcome of these matters is different than the amounts recorded,
such differences will impact income tax expense in the period in which such determination is made.

3 Financial Instruments – Risk Management


The Group is exposed through its operations to the following financial risks:
>> Credit risk
>> Fair value or cash flow interest rate risk
>> Foreign exchange risk
>> Other market price risk
>> Liquidity risk

In common with all other businesses, the Group is exposed to risks that arise from its use of financial instruments. This note describes the
Group’s objectives, policies and processes for managing those risks and the methods used to measure them. Further quantitative
information in respect of these risks is presented throughout these financial statements. There have been no substantive changes in the
Group’s exposure to financial instrument risks, its objectives, policies and processes for managing those risks or the methods used to
measure them from previous periods unless otherwise stated in this note.
Annual Report 2009 Dominion Petroleum Limited

3 Financial Instruments – Risk Management continued


Principal financial instruments 37
The principal financial instruments used by the Group, from which financial instrument risk arises, are as follows:
>> cash at bank
>> trade and other payables
>> convertible loan notes

General objectives, policies and processes


The Board has overall responsibility for the determination of the Group’s risk management objectives and polices and, whilst retaining ultimate
responsibility for them, it has delegated the authority for designing and operating processes that ensure the effective implementation of the
objectives and policies to the Group’s finance function. The Board receives monthly reports from the Group Financial Controller through which
it reviews the effectiveness of the processes put in place and the appropriateness of the objectives and policies it sets.

The overall objective of the Board is to set policies that seek to reduce risk as far as possible without unduly affecting the Group’s
competitiveness and flexibility. Further details regarding these policies are set out below:

(a) Credit risk


Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its contractual
obligations. The Group currently does not have any revenues and consequently does not have any credit sales and the risks associated with
credit sales.

Credit risk also arises from cash and cash equivalents and deposits with banks and financial institutions for banks and financial institutions,
only independently rated parties with minimum rating “A” are accepted.

(b) Fair value and cash flow interest rate risk


During 2009 and 2008, the Group’s borrowings at fixed rate were denominated in US dollars. The Group is not exposed to either interest
rate risk or currency risk on its borrowings.

(c)  Foreign exchange risk


Foreign exchange risk arises because the Group has operations located in various overseas locations whose currency is not the same as the
functional currency in which the Group companies are operating. The Group’s net assets arising from such overseas operations are exposed
to currency risk resulting in gains or losses on retranslation into US dollars. The volume of foreign currency translations arising is not
significant and therefore movements in foreign currency exchange rates do not have a significant impact on the financial statements.
Only in exceptional circumstances will the Group consider hedging its net investments in overseas operations as generally it does not
consider that the reduction in foreign currency exposure warrants the cash flow risk created from such hedging techniques.

Foreign exchange risk also arises when individual Group entities enter into transactions denominated in a currency other than their
functional currency. Where it is considered the risk to the Group is significant, Group treasury will enter into a matching forward contract
with a reputable bank.

The Group’s policy is, where possible, to allow Group entities to settle liabilities denominated in their functional currency. Where Group
entities have liabilities denominated in a currency other than their functional currency (and have insufficient reserves of that currency to
settle them) cash already denominated in that currency will, where possible, be transferred from elsewhere within the Group. In order to
monitor the continuing effectiveness of this policy, the Board receives a monthly forecast, analysed by the major currencies held by the
Group, of liabilities due for settlement and expected cash reserves.

(d)  Liquidity risk


Liquidity risk arises from the Group’s management of working capital and the finance charges and principal repayments on its debt
instruments. It is the risk that the Group will encounter difficulty in meeting its financial obligations as they fall due.

The Group’s policy is to ensure that it will always have sufficient cash to allow it to meet its liabilities when they become due. To achieve this
aim, it seeks to maintain cash balances (or agreed facilities) to meet expected requirements for a period of at least 180 days. The Group also
seeks to reduce liquidity risk by fixing interest rates (and hence cash flows) on its long-term borrowings, this is further discussed in the
“interest rate risk” section above.

The Board receives rolling 12-month cash flow projections on a monthly basis as well as information regarding cash balances.

The liquidity risk of each Group entity is managed centrally by the Group treasury function. Each operation has a facility with Group treasury,
the amount of the facility being based on budgets. The budgets are set locally and agreed by the Board in advance, enabling the Group’s
cash requirements to be anticipated. Where facilities of Group entities need to be increased, approval must be sought from the Group
Finance Director. Where the amount of the facility is above a certain level agreement of the Board is needed. For details of the maturity of
borrowings, see note 18.
Dominion Petroleum Limited Annual Report 2009

Notes forming part of the


Financial Statements continued
For the year ended 31 December 2009

3 Financial Instruments – Risk Management continued


38 (e)  Capital disclosures
The Group’s objectives when maintaining capital are:
>> to enable its growth and safeguard its ability to continue as a going concern, so that it can continue to provide returns for shareholders
and benefits for other stakeholders, and
>> to maximise shareholder value which, from the capital perspective, is achieved by maintaining the capital structure that is most suited to
the Group’s size, strategy and underlying business risk.

The capital employed by the Group is comprised of equity attributable to shareholders of $41.6 million (2008: $8.9 million) and convertible
debt of $27.1 million (2008: $50.0 million).

The Group sets the amount of capital it requires in proportion to risk. The Group manages its capital structure and makes adjustments to it
in the light of changes in economic conditions and the risk characteristics of the underlying assets. The Board reviews the management of
capital on a regular basis.

4  Revenue
The Group did not have any revenue during the year.

5  Loss from operations


2009 2008
$’000 $’000

This has been arrived at after charging:


Auditors’ remuneration – for audit services 85 98
Staff costs excluding share-based payments (note 6) 4,062 3,319
Litigation costs – 7,738
Depreciation of property, plant and equipment 175 201
Loss on disposal of property, plant and equipment 8 92
Foreign exchange difference 183 181
Operating lease expenditure: property (note 20) 285 375
Share-based payment expense (note 17) 2,122 3,193

6 Staff costs
2009 2008
$’000 $’000

Staff costs (including Directors) comprise:


Wages and salaries 2,953 3,075
Compensation for loss of office 846 –
Employer’s national insurance contributions and similar taxes 263 244
Share-based payment expense (note 17) 1,759 2,703
5,821 6,022

Directors’ and key management personnel remuneration


Key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of
the Group, including the Directors of the Company listed on page 12 and the senior executives.

2009 2008
$’000 $’000

Salaries (including national insurance contributions) 2,013 2,349


Compensations for loss of office 846 –
Share-based payment expense 1,618 2,570
4,477 4,919
Annual Report 2009 Dominion Petroleum Limited

6 Staff costs continued


Directors’ remuneration in 2009 was as follows:
Non-
39
executive Share-based
Salary fees payments
$’000 $’000 $’000 Total

Roger Cagle – 89 73 162


Andrew Cochran 129 – – 129
Michael Garland 698 – 53 751
Justin Dibb 474 – 49 523
Rob Shepherd 275 – 845 1,120
Andrew Robinson 422 – 45 467
Ken Ambrecht – 53 18 71
Justin Burley – 53 – 53
Roland Wessel – 53 79 132
1,998 248 1,162 3,408

Included in the above are the following amounts paid to Directors as compensation for loss of office: Michael Garland $493,750; Justin Dibb
$189,026 and Andrew Robinson $163,262.

Included in the share-based payments charge for Directors is the fair value of shares awarded to Rob Shepherd of $528,812 under the terms
of his employment contract. The shares were valued at the closing market price on the date of award.

For 2008, the remuneration of the Directors was as follows:


Non-
executive Share-based
Salary fees payments
$’000 $’000 $’000 Total

Roger Cagle – 110 527 637


Michael Garland 356 – 383 739
Justin Dibb 311 – 354 665
Rob Shepherd 321 – 174 495
Andrew Robinson 303 – 328 631
Ken Ambrecht – 66 131 197
Justin Burley – 66 – 66
Daniel Yona – 60 131 191
Roland Wessel – 66 43 109
1,291 368 2,071 3,730

7 Segmental Reporting
Segmental analysis of administrative and finance expenses, total assets and capital expenditures for the Group’s main areas of activity are
set out below. Administrative expenses and expensed finance costs comprise the segmental results at the Group’s stage of operations.

Administrative expenses Finance costs


2009 2008 2009 2008
$’000 $’000 $’000 $’000

Tanzania 1,055 578 36 40


Uganda 668 474 180 –
Democratic Republic of Congo 409 507 5 20
Group/corporate 8,170 18,410 (28) 663
10,302 19,969 193 723
Capital expenditure
Total assets by location by location
2009 2008 2009 2008
$’000 $’000 $’000 $’000

Tanzania 23,525 25,459 624 7,058


Uganda 13,067 13,857 374 11,312
Democratic Republic of Congo 1,617 1,959 3 1,540
Group/corporate 34,036 23,037 9,374 14,880
72,245 64,312 10,375 34,790
Dominion Petroleum Limited Annual Report 2009

Notes forming part of the


Financial Statements continued
For the year ended 31 December 2009

7 Segmental Reporting continued


40 During 2009 the Group operated predominantly in one business segment being the exploration of oil and gas in East and Central Africa.

Group/corporate assets relate to working capital in the Group’s Bermudan and UK entities and borrowing costs capitalised in line with the
Group’s accounting policies.

8 Finance income and expenses


2009 2008
$’000 $’000

Finance costs
Foreign exchange loss (183) (181)
Other finance costs (10) (542)
Finance costs recognised in loss for the year (193) (723)

Finance income
Interest received on bank deposits 40 25
Finance income recognised in loss for the year 40 25

Finance costs on convertible loans (note 18)


Series A and Series B Loan notes interest and accretion 9,213 9,642
Loss in carrying value on change of terms – 4,604
Cost of raising finance 138 325
Less amounts included in the cost of qualifying assets (note 12) (9,351) (14,571)
Finance costs on convertible loans recognised in loss for the year – –

9 Income taxes
2009 2008
$’000 $’000

Current tax expenses


Domestic – –
Income tax on overseas operations 51 96
51 96

The current standard rate of Corporation Tax in Bermuda is 0%. The income tax charge relates to the UK subsidiary and there is no difference
between the actual tax charge and the standard rate of corporation tax in the UK. The Group has tax losses of $26.5 million (2008: $23.3 million)
available to carry forward and offset against future taxable profits. No deferred tax asset has been provided due to the inherent uncertainty of
the timing of future profits.

10 Earnings per share


2009 2008
$’000 $’000

Numerator
Loss for the year attributable to the equity holders of the parent (10,446) (20,712)

Denominator
Number of shares 591,504,120 427,332,738

Weighted average number of shares used in basic EPS

The potential Common Shares are not dilutive. The number of potential shares excluded on the grounds that they are non-dilutive is
402,631,172 (2008: 54,582,083).
Annual Report 2009 Dominion Petroleum Limited

11  Property, Plant and Equipment


Land and
buildings
Motor
vehicles
Office
equipment
Computer/
Telecoms Total
41
$’000 $’000 $’000 $’000 $’000

Cost
At 1 January 2008 442 68 30 – 540
Additions – 223 198 67 488
Disposals (92) – – – (92)

At 1 January 2009 350 291 228 67 936


Additions 7 – 16 4 27
Disposals – (57) – – (57)
At 31 December 2009 357 234 244 71 906

Accumulated depreciation
At 1 January 2008 41 17 12 – 70
Charge for the period 46 73 62 20 201
Disposals – – – – –

At 1 January 2009 87 90 74 20 271


Charge for the period 36 59 61 19 175
Disposals – (14) – – (14)
At 31 December 2009 123 135 135 39 432

Net book value


At 31 December 2009 234 99 109 32 474
At 31 December 2008 263 201 154 47 665

The Group’s freehold property was purchased in 2007. The Directors are of the opinion that the market value of the property has not
changed significantly during the year.

12  Oil and Gas exploration Expenditure


Oil and gas
exploration
expenditure
$’000

Cost
At 1 January 2008 26,762
Additions 34,302
Disposals (5,561)

At 1 January 2009 55,503


Additions 10,336
Reimbursement of past exploration costs –
At 31 December 2009 65,839

Net book value


At 31 December 2009 65,839
At 31 December 2008 55,503

Additions for the year include capitalised borrowing costs totalling $9.3 million (2008: $9.6 million) as shown in note 18.
Dominion Petroleum Limited Annual Report 2009

Notes forming part of the


Financial Statements continued
For the year ended 31 December 2009

12  Oil and Gas exploration Expenditure continued


42 An analysis of the carrying value of oil and gas exploration expenditure by main area of operation is set out below.

2009 2008
$’000 $’000

Tanzania 22,613 21,992


Uganda 12,098 11,729
Democratic Republic of Congo 1,472 1,469
Capitalised finance costs (note 8) 29,656 20,313
65,839 55,503

13 Investment in group entities


Details of the Company’s subsidiaries at 31 December 2009 are as follows:
Percentage of
issued capital held
Country of
incorporation 2009 2008

Dominion Petroleum Acquisitions Limited Bermuda 100% 100%


Dominion Oil & Gas Limited (BVI) BVI 100% 100%
Dominion Oil & Gas Limited (Tanzania) Tanzania 100% 100%
Dominion Investments Limited Tanzania 100% 100%
Dominion Petroleum Administrative Services Limited England and Wales 100% 100%
Dompet Limited Bermuda 100% 100%
Dominion Tanzania Limited Tanzania 100% 100%
Dominion Acquisitions Limited BVI 100% 100%
Dominion Uganda Limited BVI 95% 95%
Dominion Congo SPRL DRC 100% 100%
Dominion Somaliland Limited BVI 100% 100%

14  Receivables
2009 2008
$’000 $’000

Receivable from joint venture partners 54 2,499


Excise duty and VAT refunds due 267 469
Prepayments 389 325
Other debtors 202 337
Due from directors (see below) 59 17
971 3,647

The Directors consider that the carrying amount of receivables approximates their fair value.

Amounts due from joint venture partners represent receivables due from the non-operating partners for their share of costs incurred on
jointly controlled assets.

The amounts due from Directors relate to Michael Garland ($31,753) and Justin Dibb ($27,400). Justin Dibb has settled his liability
subsequent to the year end.

15  Cash and cash equivalents


2009 2008
$’000 $’000

Cash 4,150 3,134


Short-term deposits 556 1,363
4,706 4,497

The carrying amount of these assets approximates to their fair value.


Annual Report 2009 Dominion Petroleum Limited

16  Share capital

Authorised
2009
$
2008
$
43
250,000,000,000 Common Shares of $0.00004 each 10,000,000 10,000,000
2009 2009 2008 2008
Issued and fully paid Number $ Number $

Common Shares of $0.00004 each 934,901,144 37,396 436,656,438 17,467

Number $ Number $

At 1 January 436,656,438 17,467 417,421,327 16,697


Issue of shares to BlueGold 109,164,110 4,367 – –
Issue on conversion of loan notes (note 18) 312,249,778 12,489 – –
Issue on settlement of loan interest (note 18) 72,734,677 2,909 16,271,835 651
Share-based payment shares (note 6 and 17) 4,096,141 164 – –
Exercise of warrants – – 2,963,276 119
At 31 December 934,901,144 37,396 436,656,438 17,467

Warrants
The Company has issued the following warrants:

Date of Issue Number of Shares Period of Exercise Exercise amount

7 June 2006 2,913,000 Until June 2008 $800,000


21 June 2006 794,651 Until June 2011 $500,000
7 December 2006 3,973,258 Until December 2008 $2,091,920
16 February 2007 397,326 Until June 2011 $250,000
23 June 2008 3,973,256 Until Jun 2013 $1,080,229
7 June 2006 (amended in 2008) 50,276 Until June 2008 $nil
13 August 2009 154,014,888 Until October 2012 $27,771,834

The fair values of warrants granted in prior periods have been calculated using a binomial option pricing model that takes into account
factors specific to share incentive plans such as the vesting periods, the expected divided yield on the Company’s shares and expected
exercise of share warrants. The volatility used in the calculations is based on past share movements and is estimated at 50%. Risk free
investment rates of 5.03% have been used. The fair value of warrants granted in prior periods is charged over the vesting period, reflecting
the terms of the agreement.

Warrants issued during the year comprised 154,014,888 to BlueGold as part of the refinancing agreement. The fair value of these warrants,
using the Black-Scholes model, a fully diluted share price at issue of 2.08 pence, volatility of 67% and risk free investment rate of 2.0%, was
calculated at $504,695. These warrants are exercisable immediately and the full amount was charged against the share premium reserve.
The weighted average exercise price of all the warrants outstanding as at 31 December 2009 was 11 pence (2008: 22 pence).

Further details of the warrants are given below:


2009 2008
Weighted
Weighted average average
Warrants exercise price Warrants exercise price

Outstanding at start of year 5,165,233 £0.22 8,078,235 £0.23


Granted during the period 154,014,888 £0.11 4,023,532 £0.19
Forfeited during the period – – (3,973,258) £0.27
Exercised during the period – – (2,963,276) £0.14
Outstanding at year-end 159,180,121 £0.11 5,165,233 £0.22
Exercisable at year-end 155,206,865 £0.11 1,191,977 £0.33
Dominion Petroleum Limited Annual Report 2009

Notes forming part of the


Financial Statements continued
For the year ended 31 December 2009

17 Share-based payments
44 During the year ended 31 December 2009, the Company had the following share-based payment arrangements as follows:

(a) Type of arrangement Senior management share option plan


Date of grant 8 December 2006
Number granted 39,721,965
Contractual life Five years
Vesting conditions Two years’ service

The estimated fair value of each share option granted in the general employee share option plan is £0.0715. This was calculated by applying
a Black-Scholes option pricing model. The model inputs were the share price at grant date of £0.27, exercise price of £0.27, expected
volatility of 30%, no expected dividends, contractual life of five years, and a risk free interest rate of 4.75%. To allow for the effects of early
exercise, it was assumed that the employees would exercise the options on average after three years. As the Company was listed during
2006, there was no historical volatility and therefore an average of comparative listed entities was considered.

As part of the BlueGold refinancing, 32.3 million options were repriced at an exercise price of 15.7 pence. This repricing gave rise to an
additional share-based payment charge of $295,093 which has been fully expensed in the year because the options had fully vested at
the date of repricing.

(b) Type of arrangement Senior management share option plan


Date of grant 6 April 2007
Number granted 1,252,262
Contractual life Five years
Vesting conditions Two years’ service

The estimated fair value of each share option granted in the general employee share option plan is £0.144. This was calculated by applying a
binomial option pricing model. The model inputs were the share price at grant date of £0.29, exercise price of £0.29, expected volatility of
65%, no expected dividends, contractual life of five years, and a risk free interest rate of 5.24%.

As part of the BlueGold refinancing, 1.2 million options were repriced at an exercise price of 15.7 pence. This repricing gave rise to an
additional share-based payment charge of $13,799 which has been fully expensed in the year because the options had fully vested at
the date of repricing.

(c) Type of arrangement Senior management share option plan


Date of grant 23 June 2008
Number granted 11,422,566
Contractual life Five years
Vesting conditions Two years’ service

The estimated fair value of each share option granted in the general employee share option plan is £0.0984. This was calculated by applying
a binomial option pricing model. The model inputs were the share price at grant date of £0.19, exercise price of £0.19, expected volatility of
65%, no expected dividends, contractual life of five years, and a risk free interest rate of 5.24%.

As part of the BlueGold refinancing, 10.5 million options were repriced at an exercise price of 15.7 pence. This repricing gave rise to an
additional share-based payment charge of $43,587, $19,434 of which has been expensed in the year. The remainder will be charged over
the remaining vesting period.

Further details of movements in relation to all options granted under the employee share option plan are as follows:
2009 2008
Weighted average Weighted average
Options exercise price Options exercise price

Outstanding at start of year 49,416,850 £0.19 to £0.29 40,974,227 £0.27 and £0.29
Granted during the period – – 11,422,566 £0.19
Forfeited during the period – – 2,979,943 £0.27
Exercised during the period – – – –
Outstanding at year-end 49,416,850 £0.16 to £0.27 49,416,850 £0.19 to £0.29
Exercisable at year-end 37,994,284 £0.16 to £0.27 36,742,022 £0.27

The options outstanding at 31 December 2009 had an exercise price of between £0.16 and £0.27 (2008: £0.19 and £0.29), and a weighted
average remaining contractual life of 2.3 years (2008: 3.5 years).
Annual Report 2009 Dominion Petroleum Limited

17 Share-based payments continued


Expense arising during the year
2009
$’000
2008
$’000
45
On share-based payment plans relating to staff and Directors (note 6) 1,231 2,703
On equity settled payment to Director (note 6) 528 –
On share-based payment plans (non-staff) 53 328
On warrants issued in prior years (note 16) 310 162
Total share-based payments 2,122 3,193
On litigation costs (note 5) – 816
2,122 4,009

18 Convertible loan notes


Carrying Carrying
value value
2009 2008
$’000 $’000

Series A and B Loan Notes 27,110 50,049

2009 2008
$’000 $’000

Balance brought forward 50,049 39,752


Conversion of loan notes (25,992) –
Settlement of default interest (5,001) –
Proportion of PIK notes classed as equity (467) –
Net cost of raising finance (692) 325
Change of terms – 4,604
Interest and accretion 9,213 5,368
Aggregate of Series A and Series B Loan Notes due between one month and three years 27,110 50,049

Series A & B Loan Notes: face value £28,603,703 (2008: £57,207,406)


The loan notes were issued between 22 June 2006 and 2 October 2007 and were convertible into Common Shares of the Company at any
time between the date of admission to AIM and the settlement date of 2 October 2010. Interest of 10% per annum was payable quarterly
until the settlement date. On conversion, the loan notes would have converted into Common Shares of the Company at a conversion price
of 48 pence.

The proceeds received from the issues of the Convertible Loan Notes were split between the liability element and an equity component,
representing the fair value of the embedded option to convert the liability into equity of the Company. The fair value of the liability
component included in non-current borrowings at inception was calculated using a market interest rate for an equivalent instrument
without conversion option. The discount rate applied was 22%.

As at 31 December 2008, the Company was in default under the terms of the Convertible Loan Note for non-payment of interest for the final
quarter. As a result, the full remaining liability became payable on demand and was disclosed as a current liability.

A loan restructuring arrangement was agreed with existing Noteholders and BlueGold Capital Limited on 13 August 2009. Under the
amended terms, the existing loan default for interest payments from 1 October 2008 to 30 June 2009 was settled by the issue of 72,734,677
shares in the Company. The fair value of the shares issued was measured by reference to the value of the unpaid interest. 50% of the
outstanding principal of Series A and B loan notes was converted into common equity of the Company with the issue of 312,249,778 shares
at 5.5 pence. No gain or loss was recognised on the conversion. The maturity date of the remaining 50% was deferred until 2 October 2012
and, additionally, a payment in kind (“PIK”) option was introduced for coupon payments from 1 July 2009.

The change in terms of the remaining loan notes was not assessed to be substantially different and, therefore, no gain or loss was recognised.

During the period from 1 July to 31 December 2009, interest payable on the convertible loans was settled by way of issue of PIK loan notes.
The new loan notes were split between the liability element and an equity component, representing the fair value of the embedded option
to convert the liability into equity of the Company. The fair value of the liability component included in non-current borrowings at issue date
was calculated using a market interest rate for an equivalent instrument without conversion option. The discount rate applied was 22%. The
equity component of the new PIK loans issued has been transferred to the convertible loan note reserve.
Dominion Petroleum Limited Annual Report 2009

Notes forming part of the


Financial Statements continued
For the year ended 31 December 2009

18  Convertible loan notes continued


46 As security the lenders have a charge over the equity interests of the Company and its subsidiaries. In addition, the lenders also have a
floating charge over the bank account into which the proceeds from the issue of the loan notes were received.

The maturity analysis of the Convertible Loan Notes based on undiscounted contractual cash flows is as follows:

2009 2008
$’000 $’000

Not later than 1 month – 58,669


Later than 1 month and not later than 3 months 715 –
Later than 3 months and not later than 6 months 715 –
Later than 6 months and not later than 12 months 1,502 –
Later than 1 year and not later than 5 years 35,193 –
After more than 5 years – –
38,125 58,669

The maturity analysis above assumes that the Company settles quarterly interest charges in cash on the due date. If the Company elects to
issue PIK notes in lieu of paying the interest, the amount repayable on 2 October 2012 would be $41.5 million.

19 Trade and other payables

2009 2008
$’000 $’000

Trade and other payables 2,118 3,093


Taxes and social security payments 1,446 2,252
3,564 5,345

The carrying values of trade and other payables are denominated in the following currencies:

2009 2008
$’000 $’000

US dollars 1,911 2,991


British pounds 295 139
Tanzanian shillings 18 1,012
Ugandan shillings 1,340 1,203
3,564 5,345

The maturity analysis of trade and other payables is as follows:

2009 2008
$’000 $’000

Not later than 1 month 618 441


Later than 1 month and not later than 3 months 1,008 2,654
Later than 3 months and not later than 6 months 1,527 993
Later than 6 months and not later than 12 months 411 1,257
3,564 5,345

20 Operating Leases
The Group occupies leased office premises in each country in which it operates. The total future value of minimum lease payments is due
as follows:
2009 2008
$’000 $’000

Not later than one year 202 178


Later than one year and not later than five years 75 231
Later than five years – –
277 409
Annual Report 2009 Dominion Petroleum Limited

21  Related party Transactions


2009
$’000
2008
$’000
47
Consultancy fees paid to International Services and Supplies Limited, a company of which Stephen Kangero, a
Director of Dominion Oil & Gas Limited (Tanzania), a subsidiary company, is a Director. 220 60

PSA with SOCO International plc


Amounts received from SOCO International Plc in respect of its share of pre-signature expenditure in relation to
Block 5 – a company of which Roger Cagle is a Director and shareholder. 331 900
Amounts due from SOCO International Plc 47 327

Lease rentals paid to CEAL, a company of which Anthony Knaggs, a Director of Dominion Uganda Limited, a
subsidiary company, is a Director. 33 22

Remuneration of key management personnel is shown in note 6.

Loans to Directors are disclosed in Note 14.

22  Post balance sheet events


On 15 February 2010, the Company announced that agreement had been reached with M&P to farm in to the Mandawa and Kisangire PSAs.
Subject to certain conditions precedent, including approval by the Tanzanian government, M&P has acquired a 40% interest in the Mandawa
PSA onshore Tanzania, resulting in M&P owning 90% of the Mandawa licence and Dominion’s interest being reduced to 10%; and an option
over a 35% interest in the Kisangire PSA onshore Tanzania (operated by Heritage Oil, who own a 55% interest), which if exercised, reduces
Dominion’s interest to 10%.

In return for these additional interests being acquired by M&P, Dominion’s funding requirement in respect of the Kianika-1 well on the
Mandawa licence has been reduced from 100% to 20% of the drilling costs and to 10% of associated expenses. Dominion will retain a 10%
interest in all profits earned from the Mandawa licence.

On 1 March 2010 the Company announced that it had raised £32.7 million (approximately $50 million) through a planned placing of new
Ordinary Shares with a broad range of established institutional investors. As a result of the placing, 654,880,000 new Ordinary Shares was
issued to new and existing shareholders at a price of 5 pence per share.

The money raised from the Placing is being applied towards funding Dominion Petroleum’s drilling programme in Exploration Area 4B in
Uganda as well as acquiring seismic in the emerging East African margin play of Offshore Tanzania’s Block 7.

23 Capital commitments
At 31 December 2009, expenditure contracted for but not provided in the financial statements amounted to $370,000 (2008: $nil).
Dominion Petroleum Limited Annual Report 2009

Notes

48
Dominion Petroleum Limited Annual Report 2009

Dominion is an independent oil and gas


exploration energy company domiciled in
Bermuda with a listing on the Alternative
Investment Market of the London Stock
Exchange (symbol DPL).
The Company core activity area is Africa,
where it currently is focused on Uganda,
Tanzania and the Democratic Republic
of Congo.

Contents
Overview
01 Highlights
02 At a Glance
04 Chairman’s and Chief Executive’s Statement
12 Directors and Advisors
14 Corporate Social Responsibility
16 Our People
19 Financial Statements
Dominion Petroleum Limited Annual Report 2009
www.dominionpetroleum.com
Group Head Office:
Dominion Petroleum Limited
Clarendon House
2 Church Street
Hamilton
Bermuda
HM11

Annual Report 2009

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