Serinus Energy (SENX) 2019年年度報告「LSE」.pdf

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1、SERINUS ENERGY Annual Report 2019 11 SERINUS ENERGY Annual Report 2019 2019ANNUAL REPORT2 SERINUS ENERGY Annual Report 2019SERINUS ENERGY2019 ANNUAL REPORTVisit our website for more STRATEGIC REPORT03 2019 Hightlights04 2020 Outlook05 Serinus at a Glance05 COVID-1906 Serinus Attributes07 Serinus Str

2、ategy08 Chairmans Report09 Report from CEO10 Report from CFO14 Decommissioning Provision15 Review of Operations15 Romania16 Tunisia17 Reserves21 Risk Management StatementGOVERNANCE22 Board of Directors and Management Team25 Corporate Governance Statement28 Remuneration Committee Report30 Audit Commi

3、ttee Report31 Report of the Directors33 Serinus Energy plcFINANCIAL STATEMENT34 Independent Auditors Report to the Members of Serinus Energy38 Consolidated Statement of Comprehensive Income39 Consolidated Statement of Financial Position40 Consolidated Statement of Shareholders Equity41 Consolidated

4、of Cash Flows42 Consolidated Financial Statements67 AdvisorsSERINUS ENERGY Annual Report 2019 3Operational During the first quarter of 2019,Serinus Energy plc and its subsidiaries(“Serinus”,the“Company”,or the“Group”)finalised the construction of the Moftinu gas plant in Romania and brought the Moft

5、inu gas field on production in April 2019.Serinus reopened the Chouech Es Saida(“Chouech”)and Ech Chouech fields in Tunisia in the second half of the year,bringing four wells onto production at Chouech,and one well onto production at the Ech Chouech field.Production for the year averaged 1,389 boe/d

6、(2018 352 boe/d),comprised of 961 boe/d(2018-nil)from Romania and 428 boe/d(2018 352 boe/d)from Tunisia.Serinus exited December 2019 with a production rate of 2,089 boe/d,with a December average of 2,175 boe/d(Romania 1,491 boe/d and Tunisia 684 boe/d).The Group was granted a twelve-month extension

7、on the third exploration phase of the Satu Mare Concession in Romania until 28 October 2020 with the sole commitment to complete a 3D seismic acquisition program.Prior to the year-end,the Group completed the permitting required to perform the 148km2 3D seismic acquisition program,which was expected

8、to be completed in Q2 2020.Due to the unprecedented disruptions caused by the COVID-19 outbreak the Group is unable to estimate a completion date at this time.During 2019 the Company started well site preparations for the M-1004 well in Romania.In February 2020,this well was successfully drilled,com

9、pleted,and tested at a rate of 6.0 MMscf/d(approximately 1,000 boe/d)from three perforated zones and then brought onto production.Financial During 2019,Serinus generated gross revenues of$24.4 million(2018-$8.7 million),comprised of$15.2 million(2018-$nil)from Romania and$9.2 million(2018-$8.7 milli

10、on)from Tunisia.Capital expenditures of$4.9 million(2018-$10.8 million)were incurred for the year and predominantly consisted of costs incurred in the Moftinu gas facility,and preliminary work related to the M-1004 well that was subsequently drilled in 2020.Funds from operations increased by 602%for

11、 the year to$8.1 million(2018-$1.2 million),largely due to the Romanian field coming online during the year.Serinus fully repaid the European Bank of Reconstruction and Development(“EBRD”)Senior loan during the year.The Senior Loan consisted of$5.4 million plus accumulated interest.Realized oil pric

12、e($/bbl)averaged$61.67(2018-$66.96),a decrease of 8%.Realized gas price($/Mcf)averaged$7.27(2018-$11.69,inclusive of a one-time gain),a decrease of 30%.Production costs($/boe)were reduced by 42%to$13.78 in 2019 from$23.57 in 2018.2019 HIGHLIGHTS4 SERINUS ENERGY Annual Report 20192020 OUTLOOKCorporat

13、eSerinus had a transformational year in 2019 which saw significant operational achievements.Serinus repaid the$5.4 million Senior loan outstanding with two payments occurring in March and September 2019.Overall,the outlook for the Group is positive,as both operating units grew production and generat

14、ed positive cashflows from operations.RomaniaWith the completion of the Moftinu gas plant,Serinus was able to begin production from three wells(M-1000,M-1003 and M-1007)at the Moftinu field on 25 April 2019.This was the Companys first production from the Satu Mare Concession,and it generated signifi

15、cant cashflows for the Company.With Romanias significant contribution to the positive results the Group achieved in 2019,Serinus remains very optimistic about the future growth prospect of its Romanian assets.Subsequent to the year-end,the Company drilled,completed and tested an additional gas devel

16、opment well(M-1004)in the Moftinu field to continue to maximize the recently completed Moftinu gas facility.This well demonstrated excellent test results and flowed at 6.0 MMscf/d during the well test.M-1004 was brought onto production in February 2020 which will significantly increase the Companys

17、cashflows.Serinus will be conducting a 148 km2 3D seismic acquisition program to further delineate,define and de-risk the historical 2D seismic identified shallow gas prospects located to the north of the Moftinu field.This seismic acquisition program is the final commitment on the third exploration

18、 phase of the Satu Mare concession and will allow the Group to advance the concession to the next exploration phase starting in Q4 2020.The program was expected to be completed in Q2 2020.Due to the unprecedented disruptions caused by the COVID-19 outbreak the Group is unable to estimate a completio

19、n date at this time.The Group is excited about the possibility that the seismic acquisition program will identify additional Moftinu-like fields for development.Such fields are very robust economically given low drilling costs,high productivity,low operating costs,and being located near to transport

20、ation infrastructure and markets.TunisiaOperations in Tunisia are ramping up after an extended period of stagnation due to the difficult social conditions in the country.Our local team commenced the reopening of the Chouech field in southern Tunisia in March 2019.During the third quarter,four wells

21、in Chouech recommenced production.During the fourth quarter one well in the Ech Chouech field was put onto production.The Company continues to see increasing production from these wells as the water cuts drop off.Sabria continues to produce with no interruptions and minimal capital outlays.The Group

22、 will look at implementing low cost capital programs in 2020 such as the re-entry and workover of the N-2 well and installing artificial lift in the wells currently producing.SERINUS ENERGY Annual Report 2019 5Serinus is an oil and gas exploration,appraisal and development company.The Group operates

23、 all of its assets and has operations in two business units:Romania and Tunisia.The Romanian business unit is comprised of one concession,Satu Mare,approximately 3,000km2,located in a highly sought-after hydrocarbon province.The Moftinu Gas Development Project is what the Group hopes to be the first

24、 of many shallow gas developments.The concession is extensively covered by legacy 2D seismic and the Group considers the concession to have a multitude of significant prospects available for further exploration.The Tunisian business unit is comprised of five concessions,located throughout the countr

25、y and predominantly produces oil.The corner stone of the Tunisian business unit is the Sabria field,which is a large oilfield play that has been historically under-developed.Serinus considers this to be an excellent asset for remedial work to increase production and in time,with proper reservoir stu

26、dies,an excellent asset upon which to conduct further development operations.SERINUS AT A GLANCECOVID-19In this unprecedented situation,the Companys priority is to ensure the safety and wellbeing of all our staff during this difficult time.Our contingency planning is in place and is currently workin

27、g well to ensure business continuity across our operations.While the full implications of COVID-19 on the performance for the current year are difficult to determine at this stage,the Board remains confident in the long-term prospects of the Company.The outbreak of COVID-19 has had a significant eff

28、ect on demand for oil and gas globally.This,along with an increase in production from OPEC and non-OPEC producers,has created abnormal disruptions in the prices of oil and gas in the world markets.These price dislocations will no doubt affect the Company but we believe that by being a low cost,onsho

29、re producer with approximately 70%of our production from Romanian gas,and managing our capital spending until the situation becomes more clear,will put us in a position to deal with these price dislocations.6 SERINUS ENERGY Annual Report 2019SERINUS ATTRIBUTESSerinus offers investors access to inter

30、national oil and gas upstream operations with significant near-term production growth potential and significant organic growth within its existing asset base.Romania is a large contiguous asset base with significant shallow gas development opportunities in a country that is demonstrating a rapidly e

31、xpanding domestic demand for natural gas,and growing integration with the European gas market.Serinus has demonstrated the shallow gas potential of the northern portion of the Satu Mare concession with the development of the Moftinu gas project.The Company believes that multiple additional analogous

32、 projects exist in the concession area.The southern portion of our Romanian asset offers excellent exploration opportunities for large oil prospects.Just across the southern boundary of the Satu Mare concession is the Suplacu de Barcau oil field(held by OMV Petrom).This is a significant oilfield est

33、imated to have produced in excess of 100 million barrels.Tunisia offers significant field development opportunities on existing and under-developed oil fields.The Tunisian fields consist of existing wells with potential low-cost capital optimization work programs to increase production over the next

34、 year,along with large acreage with the potential to drill future development wells.In addition to the strong asset base Serinus has a strong and experienced management team.Our local assets are managed by local teams who have worked in,and become experts in,the operating and fiscal regimes of their

35、 respective countries.We have significant technical and commercial experience and are able to apply that experience across our business units.In summary,Serinus offers a combination of near-term production growth,significant exploration opportunity and low-risk oil and shallow gas development opport

36、unities.READ MOREFor more information on our Corporate High-lights throughout this year see the following pages:Report from Chief Executive Officers page 9Report from Chief Financial Officers page 10Review of Operations page 15SERINUS ENERGY Annual Report 2019 7VisionThe Groups goal is to transform

37、the potential of its extensive land base in Romania and Tunisia into enhanced shareholder value through the efficient allocation of capital.StrategySerinus is focused on significant growth potential within its existing concession and license holdings in Romania and Tunisia through the development of

38、 low cost,high return projects,as follows:1.Leverage Land Position:One production concession in Romania with one work commitment remaining in the current exploration phase,a 148 km2 3D seismic acquisition program that has been initiated and will be completed in Q2 2020.Five exploration and productio

39、n concessions in Tunisia with all work commitments completed and with low cost capital optimization programs to be undertaken in 2020 to grow production.Extensive oil and natural gas exploration and development potential within multiple play horizons provides diversity of both commodity and technica

40、l risks.A significant future opportunity set that provides growth beyond existing production and development projects.2.Commitment to Shareholders Cohesive management team with a commitment to enhancing shareholder value.Extensive experience and a proven track record of prudent oversight in the allo

41、cation of shareholder capital.3.Manage Risks Managing surface and subsurface risks through constant evaluation and the application of new technologies.Projects that demonstrate attractive returns at relatively low risk profiles will be strategically allocated capital.Operate all concessions to maint

42、ain cost control with the flexibility to bring in partners in the future once potential is de-risked.4.Focus on Growth Leveraging cash flow to grow through expanded exploration and development on the significant opportunities available within the existing asset base.Seeking acquisitions that will pr

43、ovide synergies at a cost that is accretive to shareholders.SERINUS STRATEGY8 SERINUS ENERGY Annual Report 2019Dear Shareholders,Serinus had a very successful 2019 as the Company was able to achieve several transformational milestones providing significant optimism for the future.The most notable ac

44、hievements were:1.the commissioning and start-up of the Moftinu Gas Plant in Romania,allowing for production to commence on 25 April 2019,and2.production restart at the Chouech Es Saida and Ech Chouech fields in Tunisia following a shut-in of over two years.These events have significantly increased

45、the Groups production and materially contributed to the Companys free cash flows providing the Group with levels required to deleverage its balance sheet and to continue to grow the value of the business.On behalf of the Board of Directors,I would like to express my highest gratitude to all Serinus

46、employees and partners for their hard work,continuous support and close cooperation,and our thoughts are with them in this difficult time.I would like to thank the members of the Executive Board who,despite many challenges throughout the years,have continued to work diligently to ensure the Groups s

47、uccess in creating a sustainable international oil and gas company.It is through combined efforts of our employees,associates and advisors in Romania and Tunisia that we move closer every day towards this goal.Their hard work,strong values and personal sacrifice are the key pillars of the future suc

48、cess of our Group,and our standing as an ethical member of the society and communities in which we operate.Yours sincerely,Lukasz Rdziniak,Chairman of the Board of Directors24 March 2020CHAIRMANS REPORTSERINUS ENERGY Annual Report 2019 9REPORT FROM CEODear Shareholders,22019 was a transformational y

49、ear for our Company.The completion of the Moftinu Gas Plant and the flow of first sales gas in April heralded the first new source of production and revenue in six years.Soon after the commercial gas flow from the Moftinu Gas Plant was onstream our Tunisian team was able to restart production from t

50、he Chouech Es Saida field in the South of Tunisia.By the end of 2019 the Company had dramatically increased its production,revenue and after-tax cash flow and is positioned for further growth in 2020.It is hard to overestimate how important the Moftinu Gas project is for the Company.Aside from the o

51、bvious benefits of increased cash flow and production,Moftinu offers a glimpse of the future.The Company believes that there are more shallow gas fields that are similar to Moftinu and that over the course of the next few years we are in an excellent position to unlock that future value.In April 201

52、9 Serinus celebrated the start of commercial production in Romania from the M-1000,M-1003 and M-1007 wells.With the production from Romania the Groups revenue has nearly tripled from the prior year,ultimately leading to significant free cash flows for the year.The free cash flow Serinus was able to

53、generate during the year allowed the Group to make the final payment of the Senior loan,$2.7 million plus accrued interest in September 2019.In 2020 the Company is excited to complete the final commitment of the third exploration phase of the Satu Mare concession,shooting a 148 km2 3D seismic progra

54、m.In early 2020 the Company also drilled the M-1004 well,which was highly successful.Both the recent drilling and the 3D seismic program will be completed out of the operating cash flow provided by the Moftinu Gas Development.Given the success in Romania it is easy to overlook the progress the Compa

55、ny has made in Tunisia.Tunisia remains a very attractive asset base and one that offers very different commercial opportunities than in Romania.After several years of inactivity in Tunisia forced on the Company by the social disruptions that had interrupted business in the country,we were able to re

56、-open the Chouech Es Saida field.As an added bonus our team was able to re-open the Ech Chouech field.Ech Chouech is an adjacent field to Chouech Es Saida and our technical teams were pleasantly surprised to find that after a long period of forced shut-in,the Ech Chouech field was able to produce vo

57、lumes of oil.Both fields are now producing and the volume of oil versus water is gradually increasing.This production of water is a natural result of the wells having been shut-in during the disruptions and over time the Company remains confident that these wells can return to pre shut-in levels.The

58、 Group is also examining alternatives that would allow these fields to show a continued increase in production.Sabria is our largest asset in Tunisia and remains a core asset for the Group.The Sabria field is a large discovered oil field that our Independent Reserve Engineers believe has 358 million

59、 barrels of oil originally in place.The field has only six producing wells and over the life of the field only 1.2%of the oil in place has been recovered.The Company believes that this is an excellent commercialization opportunity.We have looked at a variety of opportunities available to the Company

60、 to enhance the recovery factor.In 2019 we had our Tunisian technical teams focus on low capital but high return enhancements to the Sabria field.We believe that our work in 2019 has positioned us for further growth in 2020.2019 has been an excellent year for the Company but it must be remembered th

61、at the operational successes of 2019 had their roots in the hard work that has been done by our teams in 2017 and 2018.In the same way that 2019 reflects the successes of earlier years,we are positioning Serinus for success in the future.Our seismic acquisition program will give our geological and g

62、eophysical teams the data they require to unlock more opportunities.Our work on production enhancements in Tunisia will provide the detailed knowledge of our reservoirs that will ultimately allow future drilling to unlock greater potential.Underlying all these achievements are our people.Our people

63、are the foundation of this business and their desire to excel and prevail is what will make our successes even more profound.Without the financial governance,technical excellence and strategic insights of all of our staff in all of our offices,Serinus would not be able to look upon the future with s

64、uch optimism.We start a new decade in a much different position than we finished the last decade.The Company is strengthening itself and now has the capacity to look forward to new and exciting opportunities.On behalf of all of the employees of the Company I would offer thanks to our shareholders fo

65、r their support as we strove to bring the Moftinu Gas Plant onstream and continue to enhance our production in Tunisia.We look forward to building on the successes of 2019 and increase the value inherent in the Company.The COVID-19 outbreak is a dynamic and ongoing issue.As this outbreak evolves it

66、will no doubt have a further effect on the global economy.Our products,oil and gas,are products whose demand is sensitive to overall economic conditions.Whilst we are a business that is always conscious of the demand and pricing for our products,our first consideration during this crisis is the safe

67、ty and health of our employees.The company has put in place protocols that are relevant in each of our areas of operation such as restrictions on travel,meetings,adoption of flexible working arrangements and access to medical support as required.Given the regional disparities in the development of t

68、his outbreak the company has deferred to the advice of local authorities to manage our reactions.A key trigger to escalate the implementation of our plans has been any government decision in local jurisdictions to close schools,which has now happened in Romania,Tunisia,Canada and Poland,as a result

69、of which we have closed our corporate offices in those countries.The Company is experienced in working remotely and we believe that we have sufficient infrastructure in place that will allow the Company to continue to operate with minimal disruptions.There can be no certainty as to the development o

70、f this outbreak and the Company is carefully monitoring our operations in the field.Our operations in Tunisia are very remote and as per the internal procedures in place,we already have medical staff at our fields to monitor the health and welfare of our employees.In Romania we have arranged for a d

71、octor to visit the Moftinu Gas Plant every other day to monitor our staff.At the time of writing we have not suffered operational interruptions,but should the situation change we have plans in place to minimize disruption.The company has also sought means to delay capital expenditures during this ti

72、me of uncertainty.We will continue to monitor the situation closely while proactively assessing risk and considering options to allow our business to continue to operate,while ensuring the safety of our people.Yours sincerely,Jeffery Auld,Chief Executive Officer24 March 202010 SERINUS ENERGY Annual

73、Report 2019During 2019 Serinus faced many challenges and made significant progress,which have translated into the financial performance for the year and position of the Group as at 31 December 2019.Liquidity,Debt and Capital Resources In Romania,the Group invested$3.9 million to complete the gas pla

74、nt in the Moftinu field,as well as preliminary costs to drill M-1004,which was drilled in February 2020.Production from Moftinu commenced on 25 April 2019 and has been producing consistently from M-1003 and M-1007.In Tunisia,the Group reopened the Chouech field in Q3 2019,which contributed 38,415 bo

75、e or 105 boe/d for 2019.Production from the Sabria field remained consistent during the year.Tunisia was a positive cash flow generating business unit for the year.With the reopening of Chouech and some planned workovers in Chouech and Sabria in 2020,we expect cash flow generation from Tunisia to im

76、prove in 2020.During 2019,funds from operations improved year over year by$6.9 million to$8.1 million in 2019(2018-$1.2 million).Taking into consideration the movement in working capital,the cash flows generated from operating activities in 2019 were$8.8 million(2018 used in operations:$5.9 million)

77、.In March 2019 the Group undertook a placing to raise gross proceeds of$3.0 million,by issuing 21,553,583 shares at a price of 0.105 per share.Attached to each share issued is 0.105 warrants,with each full warrant entitling the holder to purchase one ordinary share at an exercise price of 0.105 per

78、share,exercisable for a period of 24 months after closing.The proceeds of the equity issuance were used to fund a Senior debt repayment to the EBRD due 31 March 2019 of$2.7 million plus accrued interest.The final repayment of$2.7 million plus accrued interest was paid on 13 September 2019,leaving ju

79、st the convertible debt outstanding with the EBRD.The Convertible debt is due to be repaid in four instalments commencing 30 June 2020,when 25%of the principal and accrued interest at that date will be repayable.The three remaining repayments will be made annually on 30 June.As at 31 December 2019,$

80、7.7 million of the Convertible debt is reported as current.The Company will continue to manage its cash flow from operations to manage it obligations including all payments on the convertible debt.Delays with achieving first production in Romania have resulted in a tightening cash position and breac

81、h of the financial covenant of the debt held with the EBRD throughout the year,as well as contributing to the delay of capital programs in Tunisia,the implications of which are further discussed below.Year ended 31 December($000)20192018Current assetsCurrent liabilities15,243 32,194 13,480 28,918 Wo

82、rking Capital deficit(16,951)(15,438)REPORT FROM CFOSERINUS ENERGY Annual Report 2019 11The working capital deficit of the Group at 31 December 2019 was$16.9 million(2018$15.4 million).Included in current liabilities at 31 December 2019 was$7.7 million of EBRD debt,accounts payable of$16.2 million,i

83、ncome taxes payable of$1.4 million,current portion of lease obligations of$0.5 million and a decommissioning provision of$6.3 million.Included in accounts payable was$8.2 million relating to Brunei.Of this amount,$2.2 million relates to a dispute with a drilling company dating back to 2013 on Block

84、L and the remaining$6.0 million relates to work commitments on the Brunei Block M production sharing agreement which expired August 2012.Included in the asset retirement obligations is$1.8 million relating to Brunei,$1.0 million relating to Canada,and$3.5 million relating to Tunisia.The obligations

85、in Canada are offset by cash held on deposit as restricted cash of$1.1 million in current assets.The Group renegotiated its EBRD debt in late 2017,which provided a holiday from making principal repayments on the Senior Loan until 2019 and a holiday from covenants until September 2018,allowing the Gr

86、oup to develop Romania and achieve first production.The Company was successful in repaying the Senior Loan on schedule making one payment in March 2019 and the final payment in September 2019.On 30 December 2019 the Group received a waiver from the EBRD formally waiving compliance with the financial

87、 covenants for the period ended 31 December 2019.Under the base case cashflow,the forecast indicates that the Group will be marginally in breach of the EBRD debt service covenant at 31 March 2020 but based on analysis performed,assuming business continuity plans in place are effective,it will be abl

88、e to repay the 30 June 2020 instalment under the facility,and will subsequently be compliant with the EBRD covenants thereafter.In order to mitigate the potential covenant breach in March 2020,the Group has sought a further covenant waiver from the EBRD and has begun discussions with the EBRD to ass

89、ess the impact of the current situation and examine options available to manage through this period of uncertainty.Refer to Note 2 of the Consolidated Financial Statements for further discussion on going concern.FINANCIAL REVIEW YEAR ENDED 31 DECEMBER 2019FUNDS FROM OPERATIONS The Group uses funds f

90、rom operations as a key performance indicator to measure the ability of the Group to generate cash from operations to fund future exploration and development activities.The following table is a reconciliation of funds from operations to cash flow from operating activities:Year ended 31 December($000

91、)20192018Cash flow from(used in)operationsChanges in non-cash working capital8,778(670)(5,913)7,069 Funds from operations8,108 1,156 Funds from operations per share0.03 0.01The additional funds from operations in 2019 were primarily attributable to the Romanian Moftinu field coming online in April 2

92、019,along with the reopening of the Chouech field in the second half of the year.Funds from operations generated in Romania were$8.9 million(2018$4.3 million),Tunisia$3.4 million(2018-$2.1 million)and funds used Corporately were$4.2 million(2018-$5.2 million).PRODUCTION Year ended 31 December 201920

93、18Tunisia(boe/d)Crude oil(bbl/d)Natural gas(Mcf/d)339 534 254 586 Tunisia(boe/d)428 352Romania Natural gas(Mcf/d)Condensate(bbl/d)5,673 15-Romania(boe/d)961-GroupCrude oil(bbl/d)Natural gas(Mcf/d)Condensate(bbl/d)339 6,206 15 254 586-Total group production(boe/d)1,389 352%liquids weighting%gas weigh

94、ting26%74%72%28%100%100%Production saw a significant increase during 2019 as Serinus brought the Romanian Moftinu gas field on production and was able to reopen the previously shut-in Chouech production during the year.Production volumes(boe/d)increased by 1,037 to 1,389 for the year(2018-352).Roman

95、ia started production at the end of April 2019 and did not experience any interruptions to the production during the year.The Company completed a planned two-week turn around in October for regular maintenance on the gas plant.The maintenance turnaround was performed on time and under budget.During

96、the year,the Romanian production was predominantly from two wells:M-1003 and M-1007.Tunisia saw a significant improvement in the social situation and protests were reduced,as such the Company was able to restart production from the Chouech field in July 2019,bringing five wells back onto production.

97、Production rates have not returned to pre-shut in levels due to higher than anticipated water levels.The Company also reopened one well in Ech Chouech during the year.Ech Chouech is an adjacent field to the Chouech field and was able to tie Ech Chouech into the Chouech field to sell the associated g

98、as in November 2019.12 SERINUS ENERGY Annual Report 2019REPORT FROM CFO continuedOIL AND GAS REVENUEYear ended 31 December 20192018Oil revenueGas revenueTunisia revenue7,617 1,604 9,221 6,216 2,500 8,716 Gas revenueCondensate revenue14,855 289-Romania revenue15,144-Oil revenueGas revenueCondensate r

99、evenue7,617 16,459 289 6,216 2,500-Total group revenue24,365 8,716 Liquids revenue(%)Gas revenue(%)32%68%71%29%100%100%Realized Price TunisiaOil($/bbl)Gas($/Mcf)61.67 8.24 66.96 11.69 Tunisia average realized price($/boe)59.12 67.85 RomaniaGas($/Mcf)Condensate($/bbl)7.17 54.79-Romania average realiz

100、ed price($/boe)43.22-GroupOil($/bbl)Gas($/Mcf)Condensate($/bbl)61.67 7.27 54.79 66.96 11.69-Group average realized price($/boe)48.12 67.85 Revenue during the year nearly tripled to$24.4 million(2018$8.7 million),mainly due to the Romanian production coming online in April 2019.The Group saw the real

101、ized price($/boe)decrease by$19.73 to$48.12(2018-$67.85)due to the Groups product weighting changing to majority gas sales compared to mainly oil in the prior year as seen above.Under the terms of the Sabria Concession Agreement the Group is required to sell 20%of its annual crude oil production fro

102、m the Sabria concession into the local market,which is sold at an approximate 10%discount to the price obtained on its other crude sales.The remaining crude oil production is sold to the international market,through a marketing agreement with Shell International Trading and Shipping Company Limited.

103、In 2019,the Group completed one(2018 one)lifting,which occurred during the fourth quarter.The Group is required to sell 50%of its annual gas production from the Satu Mare concession into the local commodity market,which to date has received comparable prices compared to the prices received from the

104、sales agreement with Vitol Gas and Power B.V.The Group saw a decrease in realized oil prices($/bbl)of$5.29 to$61.67(2018$66.96),and a decrease in realized natural gas prices($/Mcf)of$4.42 to$7.27(2018-$11.69 or$9.80 net of a$0.4 million one-time gain due to a change in the reference price).ROYALTIES

105、Year ended 31 December($000)20192018TunisiaRomania1,057 803 867 -Total($/boe)Tunisia(%of revenue)Romania(%of revenue)1,860 3.67 11.5%5.3%867 6.75 9.9%0.0%Total(%of revenue)7.6%9.9%Royalties saw a significant increase for the year,up$1.0 million to$1.9 million(2018-$0.9 million).This increase is dire

106、ctly attributable to the Romanian production starting in April 2019.The effective royalty rate saw a sharp decline compared to 2018 due to lower royalty rates in Romania,which accounted for 62%of the total revenue.Romanian royalties are a flat 7.5%for gas revenues and 3.5%for condensate for the enti

107、re field.Tunisian royalties are based on individual concession agreements.Sabria royalty rates vary depending on a calculation of cumulative revenues,net of taxes,as compared to cumulative investment in the concession,known as the“R factor”.As the R factor increases,so does the royalty percentage to

108、 a maximum rate of 15%.During 2019,the royalty rate in the Sabria concession was 10%for oil and 8%for gas.Chouech and Ech Chouech royalty rates are flat at 15%for both oil and gas.SERINUS ENERGY Annual Report 2019 13PRODUCTION EXPENSESYear ended 31 December($000)20192018TunisiaRomaniaCanada4,606 2,3

109、32 47 2,990-54 Group6,985 3,044 Tunisia production expense($/boe)Romania production expense($/boe)29.46 6.65 23.27-Total production expense($/boe)13.78 23.57 The Group realized a large decrease in production expenses($/boe)of$9.79 to$13.78(2018-$23.57).The primary reason for the decrease is due to t

110、he production from the Romanian Moftinu field where production expenses per boe is lower than Tunisia.The Tunisian operating costs saw a minor increase due to work required to bring the Chouech field online as well as other minor workovers to help stimulate the wells.Canadian production expenses rel

111、ate to the Sturgeon Lake assets,which are not producing and are incurring minimal operating costs to maintain the property.OPERATING NETBACKSerinus uses operating netback as a key performance indicator to assist management in understanding Serinus profitability relative to current market conditions

112、and as an analytical tool to benchmark changes in operational performance against prior periods.Operating netback consists of petroleum and natural gas revenues less direct costs consisting of royalties and production expenses.Netback is not a standard measure under IFRS and therefore may not be com

113、parable to similar measures reported by other entities.Year ended 31 December($/boe)20192018TunisiaProduction volume(boe/d)Realized priceRoyaltiesProduction expense428 59.12(6.76)(29.46)352 67.85(6.75)(23.27)Operating netback-Tunisia22.90 37.83 RomaniaProduction volume(boe/d)Realized priceRoyaltiesP

114、roduction expense 961 43.22(2.29)(6.65)-Operating netback-Romania34.28-GroupProduction volume(boe/d)Realized priceRoyaltiesProduction expense 1,389 48.12(3.67)(13.78)352 67.85(6.75)(23.57)Operating netback-Group30.67 37.53 The Group operating netback($/boe)decreased by$6.86 to$30.67(2018-$37.53).The

115、 main contributing factor to this decrease is lower realized prices,partially offset by lower royalties and production expenses as described above.GENERAL AND ADMINISTRATIVE(“G&A”)EXPENSEYear ended 31 December($000)20192018G&A expenseG&A expense($/boe)3,801 7.50 3,422 26.64 G&A costs had a minor inc

116、rease during the year of$0.4 million to$3.8 million(2018-$3.4 million).On a per boe basis,G&A has decreased due to the incremental production added from the Moftinu and Chouech fields during the year.G&A costs incurred by the Group are expensed,with certain costs directly related to exploration and

117、development assets being capitalized or reported as production costs.The G&A expense reported is on a net basis,representing gross G&A costs incurred less recoveries of those costs presented as capital or production costs.WINDFALL TAX Year ended 31December($000)20192018Windfall taxWindfall tax($/Mcf

118、-Romania gas)Windfall tax($/boe-Romania gas)3,155 1.52 9.14-In Romania,the Group is subject to a windfall tax on its natural gas production which is applied to supplemental income once natural gas prices exceed 47.53 RON/Mwh(approximately$3.40 per mcf).This supplemental income is taxed at a rate of

119、60%between 47.53 RON/Mwh and 85.00 RON/Mwh and at a rate of 80%above 85.00 RON/Mwh.Expenses deductible in the calculation of the windfall tax include royalties and capital expenditures limited to 30%of the supplemental income.During 2019,the Group has incurred windfall taxes of$3.2 million which equ

120、ates to$1.52 per mcf of Romanian gasSHARE-BASED COMPENSATIONYear ended 31 December($000)20192018Stock-based compensationStock-based compensation($/boe)528 1.04 820 6.38 Share-based compensation decreased by$0.3 million to$0.5 million(2018$0.8 million)due to a large number of options being cancelled

121、during the year due to staff turnover.14 SERINUS ENERGY Annual Report 2019REPORT FROM CFO continuedDEPLETION,DEPRECIATION AND AMORTIZATION(“DD&A”)Year ended 31 December($000)20192018TunisiaRomaniaCorporate2,576 7,216 685 1,586 14 201 Total10,477 1,801 Tunisia($/boe)Romania($/boe)16.48 20.59 12.35-To

122、tal($/boe)20.67 14.02 Depletion and depreciation expense increased for the year by$8.7 million to$10.5 million(2018-$1.8 million).The increase is due to Depletion and depreciation incurred on the Romanian assets as the Moftinu field was brought online in April 2019.The Group also realized additional

123、 Depletion and depreciation expense related to the adoption of the new lease accounting standard(IFRS 16).On a per boe basis,the Depletion and depreciation expense also increased year over year.NET FINANCE EXPENSEYear ended 31 December($000)20192018Interest expense on long-term debtAmortization of d

124、ebt costsAmortization of debt modificationInterest of leasesAccretion on decommissioning provisionOther interest and foreign exchange3,319 144 97 145 1,224(126)3,212 255 44-1,030 26 4,803 4,567Net finance expense for 2019 increased by$0.2 million to$4.8 million(2018$4.6 million).Serinus repaid the S

125、enior loan over the course of the year in two installments,but the compounding component of the Convertible debt more than offset these interest savings.Interest from the adoption of IFRS 16 accounted for$0.1 million(2018-$nil).DECOMMISSIONING PROVISIONDuring the year,the Group conducted a thorough

126、analysis of the decommissioning requirements for the Tunisian business unit and determined that there were significant cost savings,based on revised abandonment procedures and cost estimates,that could be applied to the decommissioning of the fields.This resulted in a change in estimate to the decom

127、missioning liability and to the offsetting decommissioning asset.In the case where the decommissioning asset has been fully impaired,the Group recognized this change in estimate through the Statement of Comprehensive Loss.For 2019,this amounted to$14.8 million(2018-$0.3 million),of which$6.9 million

128、(2018-$0.3 million)was booked as a recovery through the Statement of Comprehensive Loss,with the remainder booked against the decommissioning asset.Andrew Fairclough,Chief Financial Officer24 March 2020SERINUS ENERGY Annual Report 2019 15 Serinus farmed-in to the Satu Mare Concession in 2008 and ear

129、ned 60%WI by funding 100%of work commitments for Exploration Phases 1 and 2.The Company has a deemed 100%working interest in the concession as its partner has defaulted.The Company is working with the local authorities to have the partners working interest officially transferred.Serinus has complete

130、d all the phase 1 and 2 work commitments,as follows:Acquired two 3D seismic surveys covering a total of 260 km2(80 km2 Moftinu&180 km2 Santau Surveys).Drilled four wells resulting in Moftinu gas discovery(Madaras-109,Moftinu 1000,1001&1002bis wells).Serinus has spent approximately$52 million on the

131、concession to date.Completion of Phase 2 entitled Serinus to enter a Phase 3 Exploration.The Phase 3 work program includes the following commitments:To drill two wells:one well to 1,000m depth and one well to 1,600m depth.Serinus has drilled M-1007(a re-drill of Moftinu-1001)and M-1003(1600m).To acq

132、uire 120 km2 of 3D Seismic.Phase 3 was extended to 28 October 2020.Serinus completed the Moftinu Gas Plant with first gas production in April 2019.The Moftinu Gas Project is the development of the Moftinu gas field,a shallow(800-1,000m),multi-zone gas field.The field has relatively low drilling and

133、completion costs,with strong initial well production rates.Serinus also built a 3km sales line that ties-in the major Transgaz pipeline,Abramut to Satu Mare.The infrastructure created by Serinus in the Satu Mare area represents a very important addition and investment which established the Group as

134、one of the most significant investors in the area.The Moftinu gas plant was designed at a capacity of 15 MMscf/d and can accommodate up to six flowlines.During 2019,production was predominantly comprised from two wells(M-1003 and M-1007)and averaged 5.7 MMscf/d.Subsequent to the year-end,the Company

135、 drilled,completed,and tested the M-1004 well in the Moftinu field.The well tested at 6.0 MMscf/d and was connected to the gas plant and brought onto production in February 2020.The Group has future capital plans to continue to develop the Satu Mare concession,which includes the completion of the 14

136、8 km2 seismic acquisition program and tentative plans to drill M-1008 in Q4 2020,dependent on available capacity of the gas plant.Satu Mare Concession History Satu Mare Block 2,949 km2(729 thousand gross acres)of onshore Romanian land.Located within the Pannonian Basin(Hajdusag sub-Basin)on trend wi

137、th discovered and producing oil and gas fields and close to infrastructure.Multiple play types that have produced or are producing along the same trend,including shallow amplitude-supported gas reservoirs;conventional siliciclastic oil reservoirs;and fractured-basement oil and gas reservoirs.Serinus

138、 operates with 100%deemed working interest which is owned and operated through the wholly owned subsidiary Serinus Energy Romania S.A.The phase 1&2 exploration obligations were completed in April 2015,and the third exploration phase is currently ongoing.Phase 3 received a twelve-month extension to 2

139、8 October 2020,extending the Companys timing to carry out the remaining 3D seismic acquisition commitment.REVIEW OF OPERATIONSROMANIA16 SERINUS ENERGY Annual Report 2019LicenseSerinus Working InterestApproximate Gross Area(acres)ExpirySabriaChouech Es SaidaEch ChouechSangharZinnia45%(ETAP 55%)100%10

140、0%100%100%26,19642,52635,13936,87917,471November 2028December 2027June 2022December 2021December 2020REVIEW OF OPERATIONSSabria Contains a large Ordovician light oil field that provides Serinus with a stable production base from its large reserve base and long reserves life index The Ordovician rese

141、rvoir at Sabria contains 358 million bbl OIIP(P50),into which only eight wells(12 including re-entries)have been drilled.The reservoir comprises a large stratigraphic trap with a continuous oil column that spans the Upper Hamra,Lower Hamra and the El Atchane formations In early 2020,the Group perfor

142、med a coil-tubing on Win-12 bis.For the remainder of 2020,the Group will be performing artificial lift studies and surface upgrades.Beyond 2020,the Group plans to continue to implement artificial lift into existing wells and could consider drilling new wells under the right economic conditionsChouec

143、h Es Saida Produced over 9.8 million boe to date from the TAGI Formation in the Triassic reservoir The deeper Silurian Acacus Sands and the Tannezuft fan,which have been penetrated and successfully tested and produced hydrocarbons in two wells in the concession,hold enormous growth potential for Ser

144、inus.The Silurian Acacus sands,which are hydrocarbon-charged in the Chouech block,are emerging in Southern Tunisia as a major new oil,condensate and gas play with exploration-well success rates of nearly 100%For 2020,the Group is assessing different alternatives to enhance the production in the fiel

145、d in an effort to return to historical levels of approximately 600 boe/dEch Chouech Produced oil intermittently from the TAGI formation,dating back to the discovery of the field in 1970 Adjacent to the Chouech block,the concession similarly carries significant upside potential in Silurian exploratio

146、n targets that are not yet drilled but are defined on 3D seismic(acquired in 2008)The Company successfully brought the EC-1 well back on production in Q4-2019 The Group has no work plans in 2020 This asset was previously fully impaired in the accounts;carrying value will be reviewed dependent on the

147、 future performance of the fieldZinnia Currently non-producing block with two formerly producing oil and gas wells discovered in 1991 Prospectively lies within an undrilled fault block that requires 3D seismic to be confidently defined The Group has no work plans in 2020 This asset was previously fu

148、lly impaired in the accountsSanghar Located 60 kms northeast of the Elborma oil field in the Sahara Desert of Southern Tunisia Three wells have been drilled on the Sanghar domal structure of the Triassic TAGI Sandstone formation SNN-1 the sole historical oil producer in the field,began production in

149、 1991 and was suspended in February 2016 because of economic conditions In the summer of 2014,Geofizika Torun on behalf of Serinus acquired 256 km2 of modern full fold vibriosis 3D over the Sanghar structure.The principal objective was to image the TAGS structure and to better evaluate the hydrocarb

150、on potential with the Silurian,Ordovician and Cambrian reservoirs for future well locations The Group has no work plans in 2020 This asset was previously fully impaired in the accountsThe Group currently holds five Tunisia concessions that comprise a diverse portfolio of development and exploration

151、assets.The Group currently produces oil and gas in three of the concessions(Sabria,Chouech,and Ech Chouech).This production can and has been sustained with low-risk development drilling but also has significant growth opportunities over the medium to long-term.The Group has no outstanding work commi

152、tments with any of their concessions.TUNISIASERINUS ENERGY Annual Report 2019 17RESERVES1Company Gross Reserves Using Forecast Prices 20192018 Oil/Liquids(Mbbl)Gas(MMcf)Boe(Mboe)Oil/Liquids(Mbbl)Gas(MMcf)Boe(Mboe)Change TUNSIAProvedProducingNon-producingUndeveloped 734 90 644 1,157 231 1,520 927 129

153、 897 292 570 750 687 1,358 1,765 406 796 1,044 128%-84%-14%Proved(1P)Probable 1,468 4,747 2,908 10,472 1,953 6,492 1,612 4,421 3,810 10,542 2,246 6,179-13%5%Proved&Probable(2P)6,215 13,380 8,445 6,033 14,352 8,425 0%ROMANIAProvedProducingNon-producingUndeveloped 12-4 4,220-1,404 715-238 -18 -8,961 -

154、1,512 -84%Proved(1P)Probable 16 21 5,624 6,967 953 1,182 18 19 8,961 5,260 1,512 896-37%32%Proved&Probable(2P)37 12,591 2,135 37 14,221 2,408-11%GROUPProvedProducingNon-producingUndeveloped 746 90 648 5,377 231 2,924 1,642 129 1,135 292 570 768 687 1,358 10,726 406 796 2,556 304%-84%-56%Proved(1P)Pr

155、obable 1,484 4,768 8,532 17,439 2,906 7,674 1,630 4,440 12,771 15,802 3,758 7,075-23%8%Proved&Probable(2P)6,252 25,971 10,580 6,070 28,573 10,833-2%Serinus entered 2019 under significant operational and financial challenges,although the petroleum industry in general benefit-ed from an increasing Bre

156、nt oil price from around US$60.00/bbl in January to over US$70.00/bbl in April,from which it declined before settling in a range between US$60.00-$65.00/bbl for the remainder of 2019.Total corporate 1P and 2P reserves in 2019 versus 2018 decreased by 23%and 2%,respectively.There were positive and ne

157、gative revisions as follows:TunisiaIn Tunisia,1P reserves decreased by 13%and 2P reserves re-mained flat.The change in reserves volumes are due to the fol-lowing revisions:Sabria:Positive revisions to producing wells based on 2019 performance Positive revisions to SAB NW1 Estimated Ultimate Recovery

158、 based on artificial lift plans Negative Revisions due to later drilling of Proven Underdeveloped wells vs.2018 forecastChouech:Negative revisions to CS1,CS3,CS7,and CS9 due to lower than expected performance when brought back on production(although these wells have shown during past shut-ins that t

159、hey can take upwards of a year to fully return to past production levels)Ech Chouech EC-1 was brought back on production in 2019 and was reclassified as Proven Developed Producing from contingent resources1 Source:RPS Energy Canada Ltd.Reserves audit at December 31,2019.18 SERINUS ENERGY Annual Repo

160、rt 2019RomaniaIn Romania,1P and 2P reserves decreased by 37%and 11%,respectively.The changes in reserves volumes are due to the following revisions:Geological re-interpretation requiring volumes adjustments.Changes in the P50 and P10 cases reduced Gas Initially In Place(GIIP)values while the P90 cas

161、e adjustment increased GIIP Estimated Ultimate recovery(EUR)volumes are lower in the P50 and P10 cases due to lower GIIP Increase in the P90 EUR due to improved recovery with additional development wellNET PRESENT VALUE OF FUTURE NET REVENUES AFTER TAX,USING FORECAST PRICES20192018(US$millions)0%10%

162、15%0%10%15%PV 10%ChangeTUNISIAProvedProducingNon-producingUndeveloped (18.6)(0.5)10.1 (7.3)0.1 5.1 (4.1)0.1 3.4 (10.0)(9.2)8.5 (5.1)(1.3)4.4 (3.6)0.8 2.8 -43%108%16%Proved(1P)Probable (9.0)113.7 (2.1)62.9 (0.6)46.7 (10.7)99.6 (2.0)58.9 -44.1-5%7%Proved&Probable(2P)104.7 60.8 46.1 88.9 56.9 44.1 7%RO

163、MANIAProvedProducingNon-producingUndeveloped 14.3-3.6 13.8-3.3 13.5-3.1-25.0-23.1 -22.2-86%Proved(1P)Probable 17.9 24.3 17.1 20.7 16.6 19.3 25.0 23.4 23.1 18.8 22.2 17.0-26%10%Proved&Probable(2P)42.2 37.8 35.9 48.4 41.9 39.2-10%GROUPProvedProducingNon-producingUndeveloped(4.3)(0.5)13.7 6.5 0.1 8.4 9

164、.4 0.1 6.5 (10.0)(9.2)33.5 (5.1)(1.3)27.5 (3.6)0.8 25.0 227%108%-69%Proved(1P)Probable 8.9 138.0 5.6 81.4 15.0 83.6 14.3 123.0 21.1 77.7 22.2 61.1-29%8%Proved&Probable(2P)146.9 98.6 82.0 137.3 98.8 83.3 0%CONTINGENT RESOURCESIn addition to the 1P and 2P reserves assigned to the Groups properties in

165、Tunisia and Romania,contingent resources are also assigned to the Groups properties.The Tunisian contingent resources are in the Developed Non-Producing sub-class and consist of the commercially recoverable resources in the Sanghar field,which have been on production in the past using conventional p

166、rimary recovery technology but are currently shut in due to economic and political uncertainties.The specific contingency which prevents these resources from being classified as reserves is the Group decision to not return the fields to production status at this time(with the exception of EC-1),give

167、n the marginal economics further exacerbated by the risk of social unrest in these areas.The Group has a 100%working interest in all properties attributed with contingent resources.The Romanian contingent resources are in the Undeveloped sub-class and consist of the resources behind pipe in three sp

168、ecific reservoir sand layers and which are recoverable using conventional primary gas recovery technology.The specific contingency which would convert these resources to reserves is the Groups decision to recomplete the producing wells to access recovery of the gas resources from these sands,which i

169、s forecast to occur once production from the current producing sands have become depleted.The development costs to bring these contingent resources on to production are estimated at$6.0 million,$10.1 million and$10.1 million for the 1C,2C,and 3C cases respectively.RESERVES continuedNet present value

170、s at 10%for Serinus reserves decreased by 29%for 1P reserves whilst the 2P reserves remained flat.SERINUS ENERGY Annual Report 2019 19All contingent resource volumes are presented as risked for a 90%chance of development.COMPANY GROSS RISKED CONTINGENT USING FORECAST PRICESTUNISIA Resource Volumes(R

171、isked)NPV(risked)Oil/Liquids(Mbbl)Gas(MMcf)Boe(Mboe)0%10%15%(US$millions)Likelihood1C Contingent Resources2C Contingent Resources3C Contingent Resources 26 84 122 -26 84 122 (0.7)(0.6)(0.2)(0.6)(0.3)0.1 (0.5)(0.2)0.2 90%90%90%ROMANIA Resource Volumes(Risked)NPV(risked)Oil/Liquids(Mbbl)Gas(MMcf)Boe(M

172、boe)0%10%15%(US$millions)Likelihood1C Contingent Resources2C Contingent Resources3C Contingent Resources 6 16 29 2,217 5,218 8,600 376 886 1,462 3.1 14.3 29.9 2.7 10.4 18.7 2.5 8.9 14.9 90%90%90%GROUP Resource Volumes(Risked)NPV(risked)Oil/Liquids(Mbbl)Gas(MMcf)Boe(Mboe)0%10%15%(US$millions)Likeliho

173、od1C Contingent Resources2C Contingent Resources3C Contingent Resources 32 100 151 2,217 5,218 8,600 402 970 1,584 2.4 13.7 29.7 2.1 10.1 18.8 2.0 8.7 15.1 90%90%90%Notes to Contingent Resources Table:1.Contingent Resources are those quantities of petroleum estimated,as of 31 December 2019 to be pot

174、entially recoverable from known accumulations using established technology or technology under development,but which are not currently considered to be commercially recoverable due to one or more contingencies2.There is uncertainty that any portion of the contingent resources will be commercially vi

175、able to produceCompetent Persons Price ForecastsThe commodity price forecast used by RPS(Competent Person)in preparing is evaluation of the 2020 reserves and resources is as follows:YearBrent(US$/bbl)Sabria Gas(US$/mcf)Chouech Gas(US$/mcf)Romania Gas(US$/mmbtu)202020212022202320242025202620272028202

176、9Remainder63.00 65.00 68.00 71.00 75.50 76.50 78.83 80.41 82.02 83.66+2.0%per year7.90 8.15 8.52 8.90 9.46 9.59 9.88 10.08 10.28 10.49+2.0%per year7.05 7.27 7.61 7.94 8.45 8.56 8.82 9.00 9.18 9.36+2.0%per year6.54 6.75 7.06 7.37 7.83 7.94 8.18 8.34 8.51 8.68+2.0%per year20 SERINUS ENERGY Annual Repo

177、rt 2019The Group is subject to several potential risks and uncertainties,which could have a material impact on the long-term performance of the Group and could cause actual results to differ materially from expectation.The management of risk is the responsibility of the Board of Directors and the Gr

178、oup has developed a range of internal controls and procedures in order to manage the risks.The following list outlines the Groups key risks and uncertainties and provides details as to how these are managed.RiskDescriptionMitigationPolitical and Regulatory RiskOperating in multiple jurisdictions pos

179、es a variety of political,regulatory and social environments,and risks such as social unrest,political violence,corruption,expropriation and non-compliance with laws and regulations Actively monitors political developments and maintains relationships with government,authorities and industry bodies,a

180、s well as with other stakeholders Manages compliance with laws and regulations and contractual obligations by employing the requisite skills or engaging consultants to supplement internal knowledge Internal policies and procedures,as well as monitoring of performance,help mitigate risks of non-compl

181、iance.Operational and Development RiskThe nature of oil and gas operations brings risks such as equipment failure,well blow-outs,fire,pollution,performance of partners/contractors,delays in installing property,plant or equipment,unknown geological conditions and failure to achieve capital costs,oper

182、ating costs,production or reserves.The unprecedented global pandemic COVID-19 may impact operational performance Has enhanced its operating standards,reflecting the well incident in late 2017 Has extensive monitoring and review of HSE and crisis management policies and procedures Carries enough leve

183、ls of insurance coverage Rigorous tender processes when selecting vendors and contractors Tightly monitors costs,monitoring monthly actual to budget trends and adjusting forecasts Employs geological and technical experts to review data and work programs Has adopted additional protocols and procedure

184、s for the protection of staff and stakeholders,which follow the advice of local government and health authorities,as well as increased health monitoring of operations staff and implementing staff hygiene protocolsCapital Structure and availability of FinancingThere can be no assurances that the Grou

185、p can raise additional financing if required for debt repayment Monitors cash position,producing monthly cash projections to determine future cash flow needs Listed on the AIM equity market to access capital,with a successful raise in March 2019 The Board considers different possible sources of fund

186、s and the timing of accessing the marketsFinancial RiskThe Group is subject to commodity price volatility,interest rates,foreign exchange rate volatility and credit risk of counterparties Actively monitoring the business,preparing monthly forecasts with the various sensitivities(price,interest,forei

187、gn exchange)The Groups financial risk policies are set out in Note 4 to the financial statements RISK MANAGEMENT STATEMEMTSERINUS ENERGY Annual Report 2019 21BOARD OF DIRECTORS AND MANAGEMENT TEAMukasz RdziniakInterim Chairman,Non-Independent Director,Chair of Remuneration Committee,Chair of the Nom

188、ination Committee Board Member and General Counsel of Kulczyk Investments SA,the largest shareholder of Serinus,Appointed March 2016Mr.Redziniak is an Attorney and member of the District Bar Association in Warsaw.Between 1990 and 1991 he worked as an Assistant at the Faculty of Law and Administratio

189、n of the Jagiellonian University.During the years 1991-1992 he was an in-house Lawyer at Consoft Consulting sp.z o.o.From 1997 to 2000 he worked as an Attorney-individual practice closely co-operating with Dewey Ballantine sp.z o.o.In the years 1993-2007 he worked in the law firm Dewey and LeBoeuf L

190、LP and in 2001 he was appointed as a partner.Then,in the years 2007-2009 he was Undersecretary of State in the Ministry of Justice of the Republic of Poland.Since 2009 he was a Partner and Managing Partner at the Warsaw office at Studnicki,Peszka,wikalski,Gra sp.k.In 2013,he became a Member of the B

191、oard at Kulczyk Investments S.A.The same year he was also appointed as a member of the Supervisory Board at Firma Oponiarska Dbica S.A.and a Member of the Supervisory Board at Polenergia S.A.(Vice-Chairman of the Supervisor).Mr.Rdziniak is a graduate of the Faculty of Law and Administration of Jagie

192、llonian University.Jeffrey AuldCEO,Executive Director,Appointed September 2016Mr.Auld has been involved with the international oil and gas business for over 25 years.He has managed companies and acted as an advisor to companies operating in the emerging oil and gas market.Mr.Auld has an abundance of

193、 experience in corporate finance,mergers and acquisitions and strategic management.Mr.Auld began his career in Canada and moved to the United Kingdom in 1995.He was the Commercial Manager for New Ventures for Premier Oil plc.Mr.Auld left Premier Oil and joined the Energy and Power team within the Me

194、rgers and Strategic Advisory group of Goldman,Sachs and Co.When Mr.Auld left Goldman Sachs,he joined PetroKazakhstan,a NYSE listed company with assets in Kazakhstan,as a Senior Vice-President.After his time at PetroKazakhstan Mr.Auld became the Head of European Energy for Canaccord Genuity in London

195、.Prior to joining Serinus Mr.Auld was the Head of EMEA Oil and Gas at Macquarie Capital in London.Mr.Auld has an undergraduate degree in Economics and Political Sciences from the University of Calgary and a Masters of Business Administration with Distinction from Imperial College,London.Eleanor Bark

196、erIndependent Director,Chair of the Audit Committee,Member of the Remuneration Committee,Member of the Nomination Committee,Member of the Reserves Committee,Appointed May 2017Eleanor Barker is President of Barker Oil Strategies and from 2014 to 2017 was a Director of Sterling Resources Ltd.Since 199

197、5,Ms.Barker has focused on international oil research.From 2012 to 2014 she was an international oil analyst with Toll Cross Securities Inc.From 2007 to 2012 she was President of Barker Oil Strategies Inc.Ms.Barker is a past Director of the US National Association of Petroleum Investment Analysts an

198、d a former President of the Canadian Association of Investment Analysts.From 1993 to 1995 Ms.Barker was a director of Gordon Capital.Prior to work in financial markets,she held various positions with Esso and Gulf Canada.Ms.Barker graduated from Queens University in Kingston,Ontario with an Honours

199、Bachelor of Science degree,and earned her MBA from the University of Western Ontario.Jim CausgroveIndependent Director,Chair of the Reserves Committee,Member of the Audit Committee,Appointed September 2017Mr.Causgrove is an experienced Oil and Gas executive with over 35 years of experience.On 14 Nov

200、ember 2017,Mr.Causgrove was appointed Chief Operating Officer of Harvest Operation Corporation.He offers both excellent technical engineering and business experience along with a strong track record in management and leadership.Since 1979,working for first Chevron Corporation and then Pengrowth Ener

201、gy Corporation,Jim has gained experience and skills in virtually all facets of the oil and gas business;with a technical focus on drilling,production,operations and midstream.Jim gained excellent field and technical experience with Chevron working in both the Canadian head office as well as many fie

202、ld offices and field sites.As well as his technical roles Jim spent time working in Joint Ventures,Human Resources,Strategic and Business Planning and in the Midstream business.Jim gained valuable business insights as first a technical leader,then as a middle manager,and finally as an executive for

203、Chevron and Pengrowth.In his role as Vice President at Pengrowth,Jim worked as part of the senior leadership team working closely with the Board of Directors.Mr.Causgrove graduated with a Chemical Engineering degree from the University of Alberta and has earned his P.Eng designation in Alberta.BOARD

204、 OF DIRECTORS22 SERINUS ENERGY Annual Report 2019Dawid JakubowiczNon-Independent DirectorMr.Jakubowicz is a member of the management board at Kulczyk Investments S.A.,where since 2010,he has been responsible for the supervision of the investment portfolio.He is an esteemed expert with international

205、operating experience in the building of goodwill of companies from the chemical,mining,power,automotive and new technologies sector.In the past,he worked for KPMG,where he was responsible for audit of financial statements from many sectors.Since 2014,he has been entered in the list of Chartered Acco

206、untants kept by the Polish Chamber of Chartered Accountants.Mr.Dawid Jakubowicz graduated from the University of Economics in Pozna.He also holds an MBA from the University of Economics in Pozna and Georgia State University in the United States and he has completed a Program for Leadership Developme

207、nt at the Harvard School in Boston.Andrew FaircloughChief Financial Officer,Executive Director,Appointed February 2020Mr.Fairclough served in the Armed Forces,prior to moving into a career in investment banking,where he worked for a number of banks in London and New York,including Flemings,Rothschil

208、d,Merrill Lynch and Espirito Santo Investment Bank,providing corporate finance and capital markets advice and execution.He subsequently moved into the oil and gas industry becoming the Chief Financial Officer of Whalsay Energy Limited,prior to joining Serinus Energy.Mr.Fairclough has nearly 30 years

209、 of financial and management experience from which he brings a wide range of experience to the Group including corporate strategy and planning,debt and equity capital markets,mergers and acquisitions,capital management and restructuring.Mr.Fairclough has a degree in Law from University College Londo

210、n and was commissioned into the Scots Guards.SERINUS ENERGY Annual Report 2019 23BOARD OF DIRECTORS AND MANAGEMENT TEAMSENIOR MANAGEMENTCalvin BrackmanVice President,External Relations&StrategyMr.Brackman has more than 25 years experience in the oil&gas industry,both in the public and private sector

211、.He started his career working for the Department of Natural Resources of the Government of Canada,before moving to a senior position in the Minerals,Oil&Gas Division of the Government of the Northwest Territories.In 2003,Mr.Brackman moved to London,UK,to join PetroKazakhstan Inc.as Director of Gove

212、rnment Relations.In this position he developed and implemented strategies to reduce the companys surface risk.Following the sale of PetroKazakhstan to CNPC in 2005,Mr.Brackman moved back to Canada and started a successful consulting practice,providing expert advice to various international companies

213、 and governments.In December 2016,he joined Serinus in his current role,working with the companys management team and business units to develop and implement the Groups exploration and development strategies and oversee government and stakeholder relations.Mr.Brackman has a Masters in Economics from

214、 the University of Waterloo and a degree in Economics from the University of Calgary.Alexandra DamascanPresident,Serinus Energy Romania S.A.Ms.Damascan has been with Serinus Energy Romania since 2008 and as a senior executive with expertise in all areas of the global oil and gas industry.Ms.Damascan

215、 has been an integral piece to bringing the Romanian assets from the exploration phase to production in 2019.Prior to joining Serinus,Ms.Damascan was a partner in a medium size Romanian company which handled technical and legal translations and language interpretation for different journals and prof

216、essional magazines.Ms.Damascan graduated from the Oil and Gas Institute as a Petroleum Engineer.Ms.Damascan also has a degree in Political Economics,an MBA in Business Transactions from the Academy of Economic Studies,a Law Degree and LLM in International Arbitration from the Romanian-American Unive

217、rsity and an MBA in Oil&Gas from the Oil and Gas Institute in Ploiesti,Romania.Haithem Ben HassenPresident,Serinus Energy Tunisia B.V.Mr.Ben Hassen joined Serinus Energy Tunisia B.V.in November 2014 as a Senior Project Engineer and was then promoted to Project Manager in May 2015.In January 2018,he

218、was promoted to President of Serinus Energy Tunisia B.V.He has been responsible for the completion of numerous capital projects undertaken by Serinus Energy Tunisia B.V.He was also appointed to handle the technical aspect of the Moftinu Development Project in Romania.Mr.Ben Hassen has over 15 years

219、of experience in the oil and gas industry,as well as power plants and renewable energies.He has a very well-rounded breadth of knowledge including;project management,engineering,construction,completions,handover and closeout and operating,contract review,business plan development and budgeting and f

220、orecasting.Mr.Ben Hassen has a degree in Mechanical Engineering from the cole Polytechnique of Montral in Canada.Arafet MansaliChief Operating Officer,Serinus Energy Tunisia B.V.Mr.Mansali joined Serinus Energy Tunisia B.V.in February 2014 as a Senior Production Engineer before being appointed Produ

221、ction Manager in May 2017.He was appointed as Chief Operating Officer of Serinus Energy Tunisia B.V in January 2018.Prior to joining Serinus,Mr.Mansali worked in petroleum engineering,the field and operations management in Maretap Tunisia and Ecumed Petroleum Tunisia.Mr.Mansali is responsible for th

222、e daily field operations for the Companys Tunisian assets.Mr.Mansali has a degree in Mechanical Engineering from the National Institute of Applied Science and Technology in Tunisia.24 SERINUS ENERGY Annual Report 2019CORPORATE GOVERNANCE STATEMENTCHAIRMANS INTRODUCTIONThe Group is managed under the

223、direction and supervision of the Board of Directors.Among other things,the Board sets the vision and strategy for the Group in order to effectively implement the business model which is the exploration and production of hydrocarbon resources from its current concessions in Romania and Tunisia.Good c

224、orporate governance creates shareholder value by improving performance while reducing or mitigating risks that the Group faces as we seek to create sustainable growth over the medium to long-term.It is the role as Chairman to lead the Board effectively and to oversee the adoption,delivery and commun

225、ication of the Groups corporate governance model.To these ends and in line with the recent changes to the AIM Rules to require all companies to adopt and comply with a recognised corporate governance code,the Board has adopted the Quoted Companies Alliance Corporate Governance Code(the“Code”).It was

226、 decided that the Code was more appropriate for the Groups size and stage of development than the more prescriptive Financial Reporting Councils UK Corporate Governance Code.The report that follows sets out in summary terms how we comply with the Code to be read in conjunction with the Statement of

227、Compliance with QCA Corporate Governance Code available on our website at http:/ an issuer listed on the Warsaw Stock Exchange,Poland(“WSE”),the Company was subject and followed the recommendations and rules contained within the“Code of Best Practice for WSE Listed Companies 2016”.These rules were a

228、dopted by the WSE Supervisory Board on 13 October 2015(Annex to the Resolution No.27/1414/2015)and are accessible at:https:/www.gpw.pl/best-practicehttps:/www.gpw.pl/pub/GPW/o-nas/DPSN2016_EN.pdfPrinciple 1:Establish a strategy and business model which promotes the long-term value for shareholders T

229、he Groups strategy is defined in the Strategic Section of this Annual Report.The objective is to grow the hydrocarbon production of the Group through efficient allocation of shareholder capital to produce long-term return on investments for shareholders.In order to capitalise on the available opport

230、unities and to mitigate the key challenges facing the Group,the Group has assembled a high-quality Board of Directors,and set of advisers with relative experience in the upstream oil&gas environment.The Group has been structured to give the Board the necessary oversight of all investment decisions o

231、f the Group.The long-term commercial success of the Group,meaning the capability to generate positive net revenues on a sustainable basis,will depend on its ability to find,acquire,develop and commercially produce oil and natural gas reserves.Principle 2:Seek to understand and meet shareholder needs

232、 and expectationsThe Group is committed to listening and communicating openly with its shareholders to ensure that its strategy,business model and performance are clearly understood.Providing an open environment with investors and analysts allows us to build our relationships with these audiences,wh

233、ile providing the opportunity to further share our business model and allows us to drive our business forward.The initiatives taken by the Company to keep investors and analysts informed are as follows:Investor roadshows Attending investor conferences Hosting capital markets days Timely disclosure o

234、f material information Regular reportingThe Directors understand the importance of building relationships with institutional shareholders and will make presentations when appropriate.The Directors welcome all feedback and concerns from shareholders and will implement the appropriate action as requir

235、ed.The Board is in active communication with the CEO,and other management members to ensure they are up to date on all recent corporate activities.The Annual General Meeting(“AGM”)is one forum for dialogue with shareholders and the Board.The results of the AGM are subsequently published on the Compa

236、nys website.Principle 3:Take into account wider stakeholder and social responsibilities and their implications for long term successKey stakeholders are as follows:Shareholders The EBRD Employees Communities in which we operate landowners,local authorities,local citizensEngaging with all stakeholder

237、s strengthens our relationships and allows for better business decisions to ensure the Company delivers on our commitments to all partiesThe Company also actively engages stakeholders near our operations as follows:Regular meetings with local authorities and governments providing progress updates as

238、 required Town hall meetings are held with local citizens as required to discuss development plans We seek the input of the communities in identifying the funding needs of different community initiativesPrinciple 4:Embed effective risk management,considering both opportunities and threats,throughout

239、 the organisation The Company has a risk register that outlines the key financial and operational risks which has been circulated to all management and Board members.A summary of these risks is included in the Risk Management Statement of this annual report.The Audit Committee monitors the integrity

240、 of the financial statements.The Audit Committee focuses particularly on compliance with legal requirements,accounting standards and the relevant rules for the listings the Company resides(AIM and Warsaw).The Board acknowledges that the Groups international SERINUS ENERGY Annual Report 2019 25operat

241、ions may give rise to possible claims of bribery and corruption.The Board has adopted a zero-tolerance policy toward bribery and has reiterated its commitment to carry out business fairly,honestly and openly.The Group has also adopted a share dealing code,in conformity with the requirements of Rule

242、21 of the AIM Rules for Companies.All material contracts are required to be reviewed and signed by a Director and reviewed by our external counsel.Principle 5:Maintain the board as a well-functioning,balanced team led by the chairThe Board comprises of a non-executive,non-independent Chairman,two Ex

243、ecutive Directors,two non-executive independent Directors,and one non-executive non-independent Director.The Board is satisfied that it has a well-diversified and balanced team with varying levels of expertise in different facets of the business.This allows the Board to act effectively and efficient

244、ly in the best interests of the Company.Directors attendance at Board and Committee meetings during 2019 was as follows:DirectorBoardAudit CommitteeRemuneration CommitteeNomination CommitteeReserves CommitteeTotal Meetings 6 7 3 1 1 Jeffrey Auld 6 5 1 -1 Lukasz Redziniak 6 2 3 1 -Jim Causgrove 6 7 -

245、1 Eleanor Barker 6 7 3 1 1 Dawid Jakubowicz 6 3 1 -Tracy Heck 1 4 4 -1 Evgenij Iorich 2 2 2 -1Tracy resigned on 31 October 20192Evgenij Iorich resigned 16 May 2019Key Board activities this year included:Continued an open dialogue with the investment community Discussed strategic priorities Discussed

246、 the Companys capital structure and financial strategy,including capital investments and shareholder returns Discussed internal governance processes Reviewed the Groups risk profile Reviewed feedback from shareholders post quarterly and full year resultsThe Company has effective procedures in place

247、to monitor and deal with conflicts of interest.Since the non-executive Directors perform their duties on a part-time basis,the Board is aware of the other commitments and interests of its Directors,and changes to these commitments and interests must be reported to and,where appropriate,agreed with t

248、he rest of the Board.The two executive directors are full time with the Company.The Companys Board has a broad range of relevant experience suitable for issues pertaining to the oversight of a publicly listed Oil&Gas Company.These include financial,legal,capital markets,and technical.The Board of Di

249、rectors and Management Team section of this annual report contains the biographies and experience of each of the Directors and key management personnel.Principle 6:Ensure that between them the directors have the necessary up-to-date experience,skills and capabilitiesMembers of the Board are listed i

250、n the Board of Directors section of this Annual Report which also details their experience,skills and personal qualities.The Corporate Secretary of the Company is JTC Group.The Board is satisfied that,between the Directors,it has an effective and appropriate balance of skills and experience,includin

251、g financial,legal,capital markets,and technical skill sets.The Board also has one female Director as the Company believes in diversity.All Directors receive regular and timely information on the Groups operational and financial performance.Board members are provided with agendas and related material

252、s in advance of all meetings.The Groups management provides the Board with a Monthly Directors Report that contains share price performance,key financial and operating indices,cash flow forecast,capital expenditures,budget variance reports,and commentary on the opportunities and risks facing the Gro

253、up.New directors have access to the entire management team,and other Directors to further develop their understanding of the business operations and risks.The Directors are encouraged to seek independent advice to ensure they are able to fulfill their duties at the expense of the Company.Principle 7

254、:Evaluate board performance based on clear and relevant objectives,seeking continuous improvementThe Company is constantly assessing the individual contributions of all Board members to ensure each member:Is actively contributing to the success of the Company Is fully committed Is maintaining their

255、independencePeriodically the non-Executive Directors discuss relevant succession planning with the CEO.These discussions focus on key individual risk as well as broader succession issues.26 SERINUS ENERGY Annual Report 2019Principle 8:Promote a corporate culture that is based on ethical values and b

256、ehavioursThe Board believes that the promotion of a corporate culture based on sound ethical values and behaviours is essential to maximise shareholder value.The Group maintains and annually reviews a handbook that includes clear guidance on what is expected of every employee.Adherence to these stan

257、dards is a key factor in the evaluation of performance within the Group.Principle 9:Maintain governance structures and processes that are fit for purpose and support good decision-making by the boardThe Board meets at least four times each year in accordance with its scheduled quarterly meeting cale

258、ndar.This may be supplemented by additional meetings if,and when required.During the year ended 31 December 2019,the Board met for its four scheduled meetings plus an additional two times.The Board and the Committees are provided with the agenda and other appropriate material on a timely basis in or

259、der to prepare for each meeting.Any Director may challenge Group proposals and after all relevant discussions,are voted on.Any Director who feels that any concern remains unresolved after discussion may ask for that concern to be noted in the minutes of the meeting,which are then circulated to all D

260、irectors.Any specific actions arising from such meetings are agreed by the Board or relevant committee and then followed up by the Companys management.The Board is responsible for the long-term success of the Group.There is a formal schedule of matters reserved for the Board.It is responsible for ov

261、erall group strategy,approval of major investments,approval of the annual and interim results,annual budgets,and Board structure.It monitors the exposure to key business risks and reviews the annual budgets and their performance in relation to those budgets.There is a clear division of responsibilit

262、y at the head of the Company.The Chairman is responsible for running the business of the Board and for ensuring appropriate strategic focus and direction.The CEO is responsible for proposing the strategic focus to the Board and implementing and overseeing the projects as they are approved by the Boa

263、rd.The terms of reference for the Chairman and CEO are on the Groups website at http:/ Board is supported by the audit,remuneration,nomination and reserves committees:The Audit Committee is responsible for the financial reporting and internal control principals of the Group,oversight of the CFO and

264、the finance team,and maintaining an appropriate relationship with the Groups auditors.The Remuneration Committee is responsible for the consideration,development and implementation of policy on executive remuneration and fixing remuneration packages of individual directors,so that no director shall

265、be involved in deciding his or her own remuneration.The committee ensures remuneration is aligned to the implementation of the Group strategy and effective risk management,considering the views of shareholders and is also assisted by executive pay consultants as and when required.The Nomination Comm

266、ittee is responsible for establishing formal,rigorous and transparent procedures for the appointment of new directors to the Board.The Reserves Committee is responsible for overseeing the evaluation of the Groups petroleum and natural gas reserves,including retaining an“independent”engineering firm

267、which is a“Competent Person”(as such term is defined in“Note for Mining and Oil&Gas Companies”issued by AIM)to prepare a report(the“Report”)of an evaluation of the Groups petroleum and natural gas reserves,and of meeting with representatives of the Engineering Firm and management to discuss the Repo

268、rts preparation and the conclusions contained in the Report.Principle 10:Communicate how the company is governed and is performing by maintaining a dialogue with shareholders and other relevant stakeholders The Company communicates with shareholders through the Annual Report and Accounts,full-year a

269、nd quarterly announcements,and the AGM.Corporate announcements,results and presentations is available on the Companys corporate website,.The Board receives regular updates on the views of shareholders through briefings and reports from the CEO and the Companys brokers.The Company communicates with i

270、nstitutional investors frequently through briefings with management.In addition,analysts notes and brokers briefings are reviewed to achieve a wide understanding of investors views.For the Companys shareholder meetings,any resolutions voted by shareholders that have a significant number of dissentin

271、g votes the Company will provide,on a timely basis,an explanation of what actions it intends to take to understand the reasons behind that vote result,and,where appropriate,any different action it has taken,or will take,as a result of the vote.CORPORATE GOVERNANCE STATEMENT continuedSERINUS ENERGY A

272、nnual Report 2019 27This remuneration report has been prepared by the Remuneration Committee and approved by the Board.This report sets out the details of the remuneration policy for the Directors and discloses the amounts paid during the year.Remuneration CommitteeThe Remuneration Committee is comp

273、rised of Lukasz Redziniak(Chairman),a non-independent non-executive Director,and Eleanor Barker,an independent non-executive Director.Other Directors are invited to attend as appropriate and only if they do not have a conflict of interest.The Committee met three times throughout the year.The aim of

274、the Remuneration Committee is to:Attract,retain and motivate the executive management of the Company To offer the opportunity for employees to participate in share option schemes to incentivize employees to enhance shareholder value,and to retain employeesTo achieve the above,the Committee considers

275、 the following categories of remuneration:i.Annual salary and associated benefits ii.Share option plan and long-term share-based incentive planiii.Performance based annual bonusesThe terms of reference of the Remuneration Committee are set out below:To determine and agree with the Board the overall

276、remuneration policy of the Chairman of the Board,the executive directors and other members of the executive management as designated by the Board to consider Review the ongoing appropriateness and relevance of the remuneration policy Approve the design and targets for,any performance related pay sch

277、emes and approve the total annual payments made under such schemes Review the design of all share incentive plans for approval by the Board and determine whether awards will be made under the share incentive plans,including the number of awards to each individual and the performance targets to be us

278、ed To review and approve any,and all,termination payments To review and monitor the remuneration trends across the Group and if required undertake a benchmarking exercise to compare against a peer group,obtaining reliable,up to date third party remunerationREMUNERATION COMMITTEE REPORTDirectors Remu

279、nerationCompensation for Directors,who held office during the year,in United States dollars is as follows:DirectorSalaries and fees 1BenefitsShares 22019 Total2018 TotalExecutive Directors Jeffrey Auld 334,250 9,369 267,850 611,469 648,430 Tracy Heck 3 241,701 15,113 -256,814 526,922 575,951 24,482

280、267,850 868,283 1,175,352 Non-Executive Directors Lukasz Redziniak 25,609 -25,609 23,247 Jim Causgrove 27,870 -8,456 36,326 31,899 Eleanor Barker 31,074 -5,117 36,191 37,970 Dawid Jakubowicz 21,657 -21,657 13,948 Evgenij Iorich 4 6,784 -6,784 28,671 112,994 -13,573 126,567 135,735 688,945 24,482 281

281、,423 994,850 1,311,087 1 Directors compensation was paid in CAD for the first three quarters of the year when it was amended as per below and paid in GBP.Mr.Auld was paid in GBP for the entirety of the year.The compensation is translated using the average exchange rate for the year CAD:USD 1.3266 an

282、d GBP:USD 0.7816(2018 CAD:USD 0.7749 GBP:USD 1.332)2 Share based compensation reflects the grant date fair value of the options amortized over the vesting period,calculated using the Black Scholes method,calculated in accordance with IFRS 2 share-based payments.3 Tracy Heck resigned 31 October 20194

283、 Evgenij Iorich resigned 16 May 201928 SERINUS ENERGY Annual Report 2019The Directors who held options as at 31 December 2019 and the terms of those options are as follows:Options held at 31 December 2019Options held at31 December 2018Exercise priceDate of grantExecutive Directors Jeffrey Auld 1,000

284、,000 -0.1303 Dec 2018Jeffrey Auld 2,500,000 2,500,000 0.1803 Dec 2018Jeffrey Auld 1,000,000 1,000,000 0.2131 May 2017Jeffrey Auld 3,500,000 3,500,000 0.1822 Sep 2016Tracy Heck 1 733,333 2,200,000 0.1503 Dec 2018Tracy Heck 1 1,833,334 2,750,000 0.2131 May 2017 Non-Executive Directors Jim Causgrove 10

285、0,000 100,000 C$0.3731 May 2017Elanor Barker 100,000 100,000 C$0.3731 May 2017Evgenij Iorich 2 -100,000 C$0.3731 May 2017 10,766,667 12,250,000 1 Tracy resigned 31 October 20192 Evgenij Iorich resigned 16 May 2019Lukasz Redziniak,Chairman of the Remuneration Committee24 March 2020During the year the

286、 fee structure for the non-executive Directors was amended effective Q4 2019.The plan prior to the amendment was as follows:Non-executive Directors received C$1,000 for each meeting attended as well as a C$1,000 monthly retainer.The Audit Committee Chair received an additional retainer of C$250 per

287、monthThe amended fee structure is as follows:Non-executive Directors receive a 30,000 annual fee,with each Chair receiving an additional 10,000 fee.These fees are prorated over the yearDirectors Interests In Share CapitalThe Group operates a share option plan such that Directors and employees may be

288、 granted options to acquire ordinary shares in the Company.Further details on the share option plan can be found in note 7 to the financial statements.Subsequent to listing on AIM in May 2018,the Company converted its options from a TSX plan to an AIM plan and converted the exercise price on outstan

289、ding options to Pounds Sterling based on the exchange rate at the date of continuance.The AIM plan and conversion of exercise prices for non-executive directors remains to be finalized.The following are the options outstanding and shares owned as at 31 December 2019 and changes since 31 December 201

290、9,up to the date of this report,for all Directors:Options held at 31 December 2019 and 24 March 2020Shares held at 31 December 2018Change in ownershipShares held at 31 December 2019and 24 March 2020Executive directors:Jeffrey Auld 8,000,000 22,197 -22,197 Non-Executive directors Jim Causgrove100,000

291、-Eleanor Barker100,000 100,000 -100,000 8,200,000 122,197 -122,197 REMUNERATION COMMITTEE REPORT continuedSERINUS ENERGY Annual Report 2019 29This report addresses the responsibilities,the membership and the activities of the Audit Committee in 2019 up to the approval of the 2019 Annual Report and 2

292、019 year-end Financial Statements.ResponsibilitiesThe main responsibilities of the Audit Committee are the following:1.Monitor the integrity of the annual and interim financial statements2.Oversight of the appointment of the CFO3.Review the effectiveness of financial and related internal controls an

293、d associated risk management4.Manage the relationship with our external auditors including plans and findings,independence and assessment regarding reappointment.MembershipThe Audit Committee is comprised of Eleanor Barker(Chairman)and Jim Causgrove,both independent non-executive Directors.Other Dir

294、ectors are invited to attend as appropriate and only if they do not have a conflict of interest.The Committee met seven times throughout the year.Activities in 2019External AuditorThe Committee is responsible for the relationship with the external auditor.In the prior year,congruent with the Company

295、s listing moving to the AIM,the Company transitioned to BDO as the external auditor.The Committee recommended the reappointment of BDO as the auditor for the 2019 fiscal year-end,which was approved.Financial ReportingFor the 2019 fiscal year-end,the Committee has reviewed the following key audit mat

296、ters:1.Carrying value of E&E and PP&E Assets2.Decommissioning provisions3.Going concern and covenant complianceIn addition,as part of its remit the Audit Committee also reviewed Managements papers on the adoption of the new lease standard(IFRS 16).The Directors consider the continuing availability o

297、f the existing facilities,future covenant breaches,and cash flow forecasts in respect of the going concern assessment to be a material uncertainty that may cast significant doubt with respect to the ability of the Group to continue as a going concern.The financial statements do not reflect the adjus

298、tments which would be required if the going concern basis of preparation was not considered appropriate.Internal Controls and Risk Management,Whistleblowing and Fraud The Committee is vigilant regarding internal financial controls and risk management.During 2019,the Committee has undertaken anti-bri

299、bery and anti-corruption exercises and has reviewed whistle blowing arrangements.proper controls in order to mitigate the evolving financial risk environment.Eleanor Barker,Chairman of the Audit Committee24 March 2020AUDIT COMMITTEE REPORT30 SERINUS ENERGY Annual Report 2019The Directors present the

300、ir report,together with the audited consolidated financial statements of Group for the year ended 31 December 2019.Principal ActivitiesThe principal activity of the Group is oil and gas exploration and development.Directors and Directors InterestsDirectors who held office during the year,their remun

301、eration and interests held in the Company are detailed in the Remuneration Report.Directors biographies for those holding office at the end of the year are detailed in the Board and Management Team section of this annual report.Substantial ShareholdersAs of the date of issuing this report,management

302、 is aware of the following shareholders holding more than 5%of the common shares of the Company,as reported by the shareholders to the Company:Kulczyk Investments S.A.Canaccord Genuity Wealth ManagementJCAM Investments Ltd.38.09%10.64%7.89%Results and DividendsThe results for the year are set out in

303、 the Consolidated Statement of Comprehensive Income.The results are further discussed in the CFO Report.The Directors do not recommend payment of a dividend in respect of these financial statements(2018:$nil)Going ConcernThese consolidated financial statements have been prepared on a going concern b

304、asis,which assumes that Serinus will continue its operations for the foreseeable future and will be able to realize its assets and discharge its liabilities and commitments in the normal course of operations.In assessing the Groups ability to continue as a going concern,the Directors have prepared b

305、ase and sensitized cash flow forecasts for a period in excess of 12 months from the date of authorization of these financial statements.The Group meets its day-to-day working capital requirements from net operating cash flows,cash balances,equity,and a fully drawn Convertible loan from the EBRD of$3

306、1.1 million(see note 21).As at 29 February 2020 the group had cash balances of$4.9 million.The Group achieved a number of significant milestones during 2019 which have begun to make a positive impact on the financial position of the Group,bringing average production for the year to 1,389 boe/d(2018

307、352 boe/d)and gross revenues to$24.4 million(2018$8.7 million).During the second quarter of 2019 the construction of the gas plant in Romania was completed,and production commenced on 25 April 2019.Romanian production for the year averaged 961 boe/d,resulting in$15.2 million in gross revenues.In Tun

308、isia,the Group reopened the Chouech field during the third quarter of 2019,resulting in additional production for the year of 105 boe/d,and bringing net production up to an average of 428 boe/d and resulting in$9.2 million in revenue attributable to the Group.The Group exited December 2019 with a pr

309、oduction rate of 2,089 boe/d,with average production in December 2019 of 2,175 boe/d(Romania 1,491 boe/d and Tunisia 684 boe/d).The combination of the additional production from Romania and Chouech has significantly increased the Groups cash flows.During 2019,the Group met its obligations under the

310、Senior loan($5.4 plus accrued interest),and fully repaid the facility.The Group raised$3 million through an equity placing in March 2019 to fund an initial payment instalment,with the final payment funded through free cashflow generated from operations,as a result of establishing production in Roman

311、ia and increasing production in Tunisia.The Groups Convertible loan accumulates interest to 30 June 2020 at which point the outstanding amount is repayable in four equal instalments on 30 June 2020,2021,2022 and 2023 with interest after 30 June 2020 to be paid annually on the loan repayment dates.As

312、 at 31 December 2019,the Group was not in compliance with the debt service coverage ratio,however the Group sought,and received,a waiver from the EBRD on 30 December 2019,formally waiving compliance with this covenant for the period ended 31 December 2019.Under the base case cashflow,the forecast in

313、dicates that the Group will be marginally in breach of the EBRD debt service covenant at 31 March 2020 but based on analysis performed,assuming business continuity plans in place are effective,it will be able to repay the 30 June 2020 instalment under the facility,and will subsequently be compliant

314、with the EBRD covenants thereafter.In order to mitigate the potential covenant breach in March 2020,the Group has sought a further covenant waiver from the EBRD and has begun discussions with the EBRD to assess the impact of the current situation and examine options available to manage through this

315、period of uncertainty.The key assumptions in the base case forecasts are the operational performance at the operating fields and commodity prices.However,should the base case forecasts be negatively impacted by a downward revision in key assumptions,there is the possibility that the Group will not b

316、e able to meet its obligations as they come due,including the future repayments of the Convertible loan,and breach future bank covenants,which represents a material uncertainty that may cast significant doubt on the ability of the Group to continue as a going concern.The full implications of COVID-1

317、9 on the performance of the business for the current year are difficult to determine at this stage.These consolidated financial statements do not reflect the adjustments and classifications of assets,liabilities,revenues and expenses which would be necessary if the Group were unable to continue as a

318、 going concern.Statement of Directors Responsibilities in Respect of the Financial StatementsThe Directors are responsible for preparing the Directors Report and the financial statements in accordance with applicable law and regulations.Jersey Company law requires the Directors to prepare financial

319、statements for each financial year.Under that law the Directors have elected to prepare the financial statements in accordance with International Financial Reporting Standards as adopted by the European Union(IFRS)and applicable law.Under Company law the Directors must prepare financial statements t

320、hat give a true and fair view of the state of affairs of the Group and of the profit or loss of the Group for that period.In preparing these financial statements,the Directors are required to:REPORT OF THE DIRECTORSSERINUS ENERGY Annual Report 2019 31 Select suitable accounting policies and apply th

321、em consistently Make judgements and accounting estimates that are reasonable and prudent State whether the financial statements have been prepared in accordance with IFRS as adopted by the European Union Prepare the financial statements on the going concern basis unless it is inappropriate to presum

322、e that the Group will continue in businessThe Directors are responsible for keeping proper accounting records that are sufficient to show and explain the Groups transactions and disclose with reasonable accuracy at any time the financial position of the Group and enable them to endure that the finan

323、cial statements comply with Companies(Jersey)Law 1991.The Directors are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.The Directors are responsible for the maintenance and integrity

324、 of the corporate and financial information included on the Groups website.The Groups website is maintained in accordance with AIM Rule 26.Legislation in Jersey governing the preparation and dissemination of financial information may differ from legislation in other jurisdictions.The Directors confi

325、rm that they have complied with all the above requirements in preparing these financial statements.Statement of Disclosure to AuditorsAs far as the Directors are aware,there is no relevant audit information of which the Groups auditor is unaware and each Director has taken all the steps that he ough

326、t to have undertaken as a director order to make himself aware of any relevant audit information and to establish that the Groups auditor is aware of that information.AuditorsBDO LLP has indicated its willingness to continue in office,and a resolution that they are reappointed will be proposed at th

327、e next annual general meeting.On behalf of the BoardJeffrey AuldChief Executive Officer24 March 202032 SERINUS ENERGY Annual Report 2019Serinus is a Jersey incorporated company that holds investments in wholly owned subsidiaries,which hold the rights to oil and gas assets in Romania and Tunisia.The

328、Company also holds investments in two directly held management companies in Canada and the UK that provide management service to the Group and has a branch in Warsaw Poland that provides investor services.The Companys shares were admitted to trading on the AIM market on 18 May 2018 and are listed on

329、 the WSE.The following notes in the consolidated financial statements are of particular relevance to the Company:Note 3(l)and 17-Share capital of the Company.Note 2-Going concern Note 4 Risk managementThe Company does not have any significant operating transactions and as such the previous sections

330、of this annual report,in particular the Outlook,Operations,Serinus strategy sections and the CFO report,which details liquidity,capital resources,going concern and a financial review for 2019,all relate to the Company.SERINUS ENERGY PLCSERINUS ENERGY Annual Report 2019 33OpinionWe have audited the c

331、onsolidated financial statements of Serinus Energy plc(the Company)and its subsidiaries(the Group)for the year ended 31 December 2019 which comprise the consolidated statement of comprehensive income,the consolidated statement of financial position,the consolidated statement of cash flows and the co

332、nsolidated statement of changes in equity and notes to the financial statements,including a summary of significant accounting policies.The financial reporting framework that has been applied in the preparation of the consolidated financial statements is applicable law and International Financial Rep

333、orting Standards(IFRSs)as adopted by the European Union.In our opinion:The financial statements give a true and fair view of the state of the Groups affairs as at 31 December 2019 and the Groups loss for the year then ended;The Groups financial statements have been properly prepared in accordance with IFRSs as adopted by the European Union;The financial statements have been prepared in accordance