PETROG SOUCS COOIO · 2018. 5. 22. · 8 I O IO 2015 U OT PETROG SOUCS COOIO 9 In December 2012,...

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PETROENERGY RESOURCES CORPORATION 1

Transcript of PETROG SOUCS COOIO · 2018. 5. 22. · 8 I O IO 2015 U OT PETROG SOUCS COOIO 9 In December 2012,...

  • PETROENERGY RESOURCES CORPORATION 1

  • GREENING POWER GENERATION 2015 ANNUAL REPORT2 PETROENERGY RESOURCES CORPORATION 1

    TABLE OF CONTENTS02

    04

    08

    28

    29

    31

    39

    131

    132

    FINANCIAL HIGHLIGHTS

    MESSAGE TO OUR SHAREHOLDERS

    OPERATIONS REVIEW

    STATEMENT OF MANAGEMENT’S RESPONSIBILITY FOR FINANCIAL STATEMENTS

    INDEPENDENT AUDITOR’S REPORT

    FINANCIAL REPORTs

    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

    BOARD OF DIRECTORS

    OFFICERS AND CORPORATE DIRECTORY

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    (In thousand US dollar, except per share, ratio value,

    and oil price)

    CONSOLIDATED

    2015 2014

    237,131

    154,753

    82,378

    6,575

    16,968

    10,508

    1,176

    4,609

    0.162

    0.008

    1.02:1

    1.88:1

    $48.16

    6,777

    142,047

    83,275

    58,772

    11,133

    14,742

    13,271

    15,720

    9,751

    0.183

    0.031

    0.45:1

    1.42:1

    $93.59

    5,803

    PH’s highest perched wind farm to date at ~300-500 masl

    Fuji’s 20 MW Turbine Generator in Maibarara

    DESCO Drilling Rig for SC 51

    ASSETS

    LIABILITIES

    STOCKHOLDER’S EQUITY

    OIL REVENUE

    ELECTRICITY SALES

    OPERATING INCOME

    INCOME BEFORE INCOME TAX

    NET INCOME

    BOOK VALUE PER SHARE

    EARNINGS PER SHARE

    CURRENT RATIO

    DEBT-TO-EQUITY RATIO

    AVERAGE CRUDE OIL PRICE

    OIL PRODUCTION BARRELS(in thousand Barrels)

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    Expanding our investment portfolio to include renewables has proven to be a very critical contributor to the success and resilience of our Company. You may recall that in late 2014, we already began seeing the adverse impact of the global oil crisis. We have felt this even more in 2015 as our oil revenues decreased dramatically. Even as we ramped up our crude production, we saw our oil revenue drop from US$ 11.133 MM in 2014 to US$ 6.575 MM in 2015.

    Thankfully, the revenues from our RE businesses have cushioned the losses in our oil operations. The efficient power plant operations in our RE facilities have contributed to an increase in electricity sales from US$ 14.742 MM in 2014 to US$ 16.968 MM in 2015.

    We put on stream the 20 MW Maibarara Geothermal Power Project (MGPP) in Sto. Tomas, Batangas in February 2014. Since then, our 65% share in MGPP has been contributing significantly to our consolidated revenues.

    Our 36 MW Nabas Wind Power Project (NWPP) in Nabas-Malay, Aklan, composed of 18 wind turbines overlooking the island paradise of Boracay, is currently the highest perched wind farm in the country. Building the NWPP was a civil works and logistics challenge, but we managed to complete the project, entitling the NWPP to the second round of Feed-in-Tariff (FIT) for wind projects of P7.40/kWh. The wind farm is expected to generate 96,499 MWh of electricity for 12 months. The Php 4.6 Billion NWPP is considered to be the biggest single investment in Aklan to date.

    The latest addition to our growing portfolio of renewable energy projects is the 50MW Tarlac Solar Power Project (TSPP) located in Central Technopark, Hacienda Luisita, Tarlac City. The TSPP was among the leading projects to have achieved FIT-eligibility for the FIT rate for solar projects of Php8.69/kWh. It is also considered among the biggest in Luzon, possibly the most cost-competitive, and among the fastest to have been constructed in the Southeast Asian Region. For the first year of operation, TSPP is projected to generate 63,574 MWh of electricity translating to about Php 552.46 MM in total revenue.

    As we ensure the efficient operations of our power facilities, we also gear up for the upcoming expansion of our projects – 12 MW Maibarara-2, 14 MW Nabas-2, and 50 MW Tarlac-2. The additional 76 MW of power generation will not only contribute to the grid stability in Luzon and Visayas but also improve the Company’s consolidated financial performance. We are optimistic that our efforts to expand the range of our investments will translate to value added to shares and dividends payout in the coming year.

    Greening Power Generation

    In today’s energy business where there is rapid technological innovation, changing political landscape, and volatile commodity prices, we remain committed to keep our business keenly competitive. More importantly, we are one with the world in heeding the call for more investments in greener, environment-friendly energy technologies.

    As we continue to strive hard to protect our existing petroleum assets and search for new prospects, we are also hopeful that the renewable energy sector will have more to offer. We shall therefore continue to actively look for other opportunities to generate and deliver more reliable and sustainable power to our stakeholders. We will intensify our efforts to bring value to your investments, increase our social development contribution to our communities, and further strengthen our human capital.

    We thank you our shareholders for being with us in good and in tough times. We owe our continuing success to you and to the careful planning and meticulous project execution of our Management, and to the commitment and teamwork of our staff.

    As we continue to venture into greening power generation, we hope that your invaluable trust and support will remain.

    Helen Y. Dee Milagros V. Reyes Chairman of the Board President

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    In December 2012, the Consortium began the expansion of the Etame Field. The 18-month program which costs US$ 500 MM, consists of the fabrication and installation of two (2) additional platforms and the drilling of 6 to 11 wells from these platforms. One platform was placed over the existing Etame field, which was originally subsea-completed, while the other one was installed in a new oil field South of Etame (Southeast Etame). After 11 months of fabrication, the installation of the two platforms was completed on schedule in September 2014. Subsequently, the Etame Expansion Drilling Campaign commenced in November 2014.

    The Etame Expansion drilling program started with the drilling of three (3) production wells from the new Etame Platform. The Constellation II jack-up rig drilled ET-8H from November to December 2014, ET-10H from December 2014 to February 2015, and ET-12H from February to April 2015.

    The rig then moved towards the new SEENT Platform to drill three (3) additional wells. The first SEENT well, ETSEM-2H, was drilled from April to June 2015. After which, two (2) more wells were drilled to tap new oil-bearing geologic horizons other than the productive GAMBA Sands. Well ETBNM-1H, whose main objective was the older channel sands, Dentale D09, was drilled from June to September 2015, while well ETBNM-2H, which targeted the Dentale D18/19 sandstone reservoir, was drilled from September to November 2015. These two wells opened up new productive geologic horizons in our Gabon contract area.

    Drilling and Workover Program

    Expansion of the Etame Field

    Gabon, West Africa PRODUCTION & DEVELOPMENT

    2015 Overall crude production

    For 2015, the daily oil production from the four (4) oil fields (Etame, Avouma, Ebouri and North Tchibala) ranged from 13,780 - 22,140 barrels of oil per day (BOPD). This translates to a total crude production of 6.78 million barrels of oil (MMBO), ~1 million barrels higher than in 2014.

    The higher production was contributed by the six (6) new production wells drilled from the Etame Platform and the Southeast Etame/North Tchibala Platform. In addition, the successful work over of two (2) Avouma wells added ~3,000 BOPD. Despite the natural depletion of the field and transient production downtimes, 2015 daily production was still higher compared to 2014’s range of 7,110 - 19,900 BOPD. The consortium managed eleven (11) liftings for the year resulting to net crude export of 6.88 MMBO. Crude oil market prices for the year ranged from US$ 36.11 - US$ 68.30 per barrel, with actual crude sales averaging US$ 48.16 per barrel.

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    After drilling operations at the SEENT Platform, the Constellation II rig moved to the Avouma Platform in early January 2016 to conduct workover operations on two (2) Avouma wells with defective submersible pumps. As a strategic move to cope with falling oil prices, the consortium decided to conclude the drilling program at this point. The Constellation II rig was demobilized on January 25, 2016.

    Crude Sweetening Project

    One challenge that has come up in the Gabon concession is the emergence of H2S gas in the produced oil of four (4) wells. In July 2012, two wells in Ebouri field manifested H2S

    in their production, while two (2) wells in Etame field yield H2S in 2014. Since the Ebouri field still contains substantial unrecovered oil, the study of the sweetening process which aims to address the gases from these sour wells, was started in 2012. However, due to the recent decline in oil prices, the project was put on hold.

    The Gabon oilfield currently has eleven (11) wells producing a total of 21,000 barrels of oil per day. The Gabon consortium has maintained this approximate level of production since the field was put on stream in 2002.

    A total of 92 million barrels of oil has been extracted to date over the last 13 years, with gross revenue of US$ 6.6 Billion.

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    SC 6A - Octon-Malajon Block

    On May 14, 2015, the DOE approved the exit of Pitkin Petroleum PLC (Pitkin) from the Consortium and the reassignment of Pitkin’s Participating Interest to the remaining JV Partners. The operatorship of the block reverted to The Philodrill Corporation who presented the results of its Geological & Geophysical (G&G) evaluation of the northern portion of SC 6-A block. The study resulted in the identification of new prospects which merit further evaluation. In order to enhance the prospectivity of the identified prospects, Philodrill further proposed the conduct of Broadband Processing of the 2013 3D seismic data followed by a Quantitative Interpretation (QI) workflow. These activities formed part of the 2016 work program, which the DOE approved.

    PERC’s participating interest in SC 6-A block increased to 16.667% from 5.001%, with the exit of Pitkin Petroleum.

    SC 47 - Offshore Mindoro and Panay

    On February 25, 2015, the SC 47 consortium led by PNOC-Exploration Corporation (PNOC-EC) agreed to relinquish SC 47 block with an option to reapply for the same contract once it is offered again by the DOE. This decision was based on the existing high geologic risk of the current prospects and the lack of interest from investors under the current oil exploration environment. A Letter of Withdrawal of the Joint Venture was sent to DOE on July 28, 2015. To date, the Consortium is still waiting for DOE’s formal approval of the relinquishment of the block.

    PERC’s participating interest in SC 47 remains at 2.00%, PNOC-EC at 97.00%, and Basic Energy at 1.00%.

    SC 14 C2 - West Linapacan, Northwest Palawan

    On February 5, 2015, the DOE granted operator RMA West Linapacan Pte Ltd. (RMA) an additional one-month extension until March 5, 2015 to show proof of financial capability, which RMA failed to provide. This prompted the DOE to terminate on March 12, 2015 RMA’s operatorship of, and membership in, the SC 14-C2 Service Contract. Due to the DOE’s decision and having failed to carry out their commitment, both RMA and Pitkin Petroleum Plc, who originally farmed-in to the block, ended their involvement in the consortium.

    From April 2015 onwards, the remaining Consortium members, including Nido Petroleum, sought to continue works in the block by conducting technical and commercial audit of works done by RMA during its operatorship. Philodrill re-assumed operatorship of the block and formally requested RMA to hand over all technical, legal,and financial documents in their possession during its operatorship.

    However, with oil prices continuing to drop throughout the year, the Consortium was in general agreement to postpone any further development in the block. To keep the Service Contract active, Philodrill proposed a 2016 Work Program & Budget (WP&B) for SC 14-C2, which consists of technical and commercial audit of the block alongside continuing efforts to secure the G&G data generated by previous operator RMA.

    On August 2015, the DOE formally reassigned the Participating Interest of Pitkin to the original Filipino partners (Oriental Petroleum & Minerals Corp., The Philodrill Corp., Forum Energy Philippines Corp., Alcorn Petroleum & Mineral Resources, and PERC) upon termination of the Farm-In Agreement, with PERC’s participating interest in SC 14-C2 back to 4.137%.

    SC 51 - East Visayas

    In 2015, most of the activities done in SC 51 focused on the administrative transition brought about by the impending exit of farminee/operator Otto Energy Invest-ment Ltd. (OEIL), after having failed to convince the DOE to accept the aborted Duhat-2 well as a compliant well.

    The DOE decided that the properly prepared Duhat-2 well which had a blowout at 201 meters, was a non-compliant well for the Consortium’s obligation due to its failure to reach the target drilling depth, in spite the fact that it had complied with the financial commitment.

    The remaining partners Trans-Asia Petroleum Corporation (Trans-Asia), Alcorn Petroleum and Minerals Corporation (APMC), and PERC informed DOE of the Consortium’s plan to continue with the Service Contract without OEIL via a revised Work Program for Sub-Phase 5. The Consortium proposed: (1) Conduct of a pre-drilling pore pressure study aimed at identifying overpressure areas in the vicinityof San Isidro prospect; and (2) conduct of high-resolution gravity survey in certain portions of the block to map anomalies which could become new leads and prospects. Since the Service Contract is nearing its maximum 10-year allowable exploration period, interim Operator Trans-Asia sent a letter of request to DOE to invoke a Force Majeure event arising

    from the results of drilling Duhat-2. This will give adequate time for the remaining partners to execute the proposed Work Program. To date, the Consortium has not yet received DOE’s reply.

    PERC’s participating interest in SC 51 will increase to 20.05% from 4.012% upon execution of OEIL’s exit from SC 51, with interim Operator Trans-Asia at 33.35% and APMC at 46.60%.

    SC 75 - Offshore Northwest Palawan

    Activities for SC 75 in 2015 focused on the on-going G&G works for Subphase 1.

    Results of the marine gravity survey acquired in 2014 were presented to the Consortium on January 12, 2015, while the interpretation of the 2D seismic data was presented on May 22, 2015.

    On September 9, 2015, the DOE placed SC 75, along with adjacent blocks SC 58 and SC 72 Recto Bank, under Force Majeure due to the geopolitical tensions in the West Philippine Sea. By this time, the Consortium has already fulfilled its Work Program for Subphase 1, consisting of the acquisition, processing and interpretation of 2,200 line-km of 2D seismic data over SC 75, with total cost of US$ 3.13 MM.

    In the event that the DOE lifts the Force Majeure imposed on SC 75 for exploration works to resume, the Consortium is ready to proceed to Subphase 2 and then conduct a ~1,000 sq.km 3D seismic survey with a minimum DOE approved budget of US$ 3.50 MM.

    Philex Petroleum is the Operator of SC 75 with 50.00% participating interest, PNOC-EC with 35.00%, and PERC with 15.00%.

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  • PERC’s decision to diversify into renewable energy in 2009 is now bearing fruit for the Company and its shareholders. Power facilities commissioned in 2014 (Maibarara Geothermal Facility) and 2015 (Nabas Wind Farm) are rooted in renewable energy service contracts awarded in 2009-2010. More recently, the grant of a new Solar Service Contract in March 2015 led to the successful commissioning of the Tarlac Solar Power Plant in January 2016.

    Maibarara Geothermal Inc. (MGI), PetroWind Energy Inc. (PWEI), and PetroSolar Corporation (PSC) are the PERC subsidiaries directly overseeing the operation of the three renewable energy projects with combined capacity of 106 MW.

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    Leading the Company’s renewable energy venture, the 20 MW Maibarara Geothermal Power Plant (Maibarara-1), started commercial operations on February 8, 2014. Located in Sto. Tomas, Batangas, in a region of rapid industrialization and increasing power demand, Maibarara-1 has performed wellas a base load power plant in two (2) years of commercial operations.

    Field operation, though, has not been without challenges. For several days in August and October, the power plant was forced to operate at 50% capacity after the two (2) hot well pumps used to drive the circulating cooling water broke down. MGI engaged the services of Fuji and another third-party contractor, Frontken, to assess and repair the damaged pumps. After completing the repair, the facility resumed normal operations. Despite these technical problems, MGI was able to exceed its 2014 output

    by 19%, generating a total of 151,101 MWh for the year 2015.

    Another notable achievement of MGI was the successful discharge and flow testing of the new production well, MB-15D, which yielded 6MW in capacity. The well’s output, com-bined with the excess steam from the existing M1 facility, will fuel Maibarara-2 (M2), the 12 MW expansion project which is currently underway.

    As early as 2nd quarter of 2015, contract negotiations for major equipment, construction, as well as offtake and financing were commenced. The contract for the supply of the 12 MW turbine-generator was awarded to Fuji Electric of Japan in December, 2015. Official approval of debt funding for the M2 project is expected from lender RCBC by early 2016. The 12 MW Maibarara-2 facility is scheduled for commercial operations by 3rd quarter 2017.

    PERC’s renewable energy profile was enhanced by the successful commissioning and commercial operation in June 2015 of the 36 MW Nabas Wind Power Project (Nabas-1) in Nabas and Malay townsof Aklan province.

    The earlier part of 2015 saw PWEI focused on completion of the construction of Nabas-1. On March 24, 2015, PWEI successfully energized and dispatched power from eight (8) Wind Turbine Generators (WTGs) to the Visayas grid, marking the start of the hot commissioning tests of the Nabas wind facility.

    On April 17, 2015, the DOE issued its “Nomination for FiT Eligibility” for the project. On June 10, 2015, PWEI started

    the successful operation and export of power to the Visayas grid from all eighteen (18) WTGs.

    On June 16, 2015, the DOE released the Certificate of Endorsement for FIT - eligibility (COE-FIT), confirming the official start of Nabas-1 commercial operation to be June 10, 2015. After conducting its own site validation on June 24-25, 2015, the ERC approved PWEI’s Certificate of Compliance (COC-FIT) for Nabas-1 on December 1, 2015. This confirmed the project as eligible to receive FIT payment of PhP 7.40/kWh. The corresponding Renewable Energy Payment Agreement (REPA) with Transco took effect on December 22, 2015.

    From June 10, 2015 to February 29, 2016, the total energy exported by Nabas-1 to the grid is 69,327 MWh.

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    PERC further diversified its renewable energy portfolio with its 50 MW Tarlac Solar Power Project (Tarlac-1). PGEC, the holding firm, engaged Syntegra Solar, a German engineering firm, to conduct a pre-feasibility study of the PEZA-registered Central Technopark industrial zone in Tarlac City, Tarlac at the end of 2014. The initial resource assessment yielded positive results that clearly established the area as ideal for solar power development: flat terrain without any obstruction that can cause shadowing, nearby NGCP transmission line for interconnection, existing drainages, concrete roads and water sources which can greatly reduce the construction period.

    Given those positive findings, PGEC applied and was awarded a Service Contractby the DOE on March 19, 2015. The Tarlac-1 was eventually assigned to PetroSolar

    Corporation (PSC) which is 56% owned by PGEC and 44% by EEI Power Corporation. Given the March 15, 2016 deadline set by the DOE for qualification to the 500 MW solar allocation with FIT rate of PhP8.69/kWh, PSC set its sight on completing the solarfarm and connection to the grid beforethis deadline.

    Following the Service Contract award in March 2015, development started with the application for government permits, such as Environmental Compliance Certificate (ECC) from Department of Environment and Natural Resources (DENR), Certificate of Non-Coverage from National Commission on Indigenous Peoples (NCIP), Philippine Economic Zone Authority (PEZA)construction permits and Local Government Unit endorsements.

    Lease Agreements from the lot owners of the transmission line connections were also secured.

    Contracts for the site clearing (Media Construction), supply of major solar farm equipment (Conergy Inc.), construction of the solar farm (Phesco) and transmission facilities (Philcantech) were finalized by June 2015. As soon as the ECC was released in August 2015 and DOE declared the field’s commerciality, civil works went full blast.

    By mid-December 2015, the solar farm and transmission facilities were 80% and 100% completed, respectively, prompting the DOEto nominate the Tarlac-1 to be FIT-eligible. The solar farm was completed by mid-January 2016 and was able to export power to the grid

    on January 27, 2016. The DOE eventually gave its Certificate of Endorsement (COE) – FIT for Tarlac-1 with Commercial Operations Date of February 10, 2016. ERC is processing the project’s Certificate of Compliance (COC) - FIT. Meanwhile, the ERC issued on April 27, 2016, the Provisional Authority to Operate as a FIT-eligible plant, which will enable PSC to bill TRANSCOfor its generation based on the FIT rate of PhP8.69/kWh. On May 10, 2016, the REPA between PSC and TRANSCO took effect.

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    Two years after PERC re-introduced its Corporate Social Responsibility (CSR) campaign - We Power H.E.L.P. (Health, Education, & Livelihood Program) - our commitment and works to uplift our host community have widened and deepened.

    Ensuring Access to HEALTH Services

    Our subsidiary MGI donated a community health center to the residents of Sitio Capuz in Brgy. San Rafael, Sto. Tomas, Batangas. Since the center’s operation in December 2015, it has catered to almost 200 residents who availed of medical consultation in coordination with Sto. Tomas Municipal Health Office and medicines provided by MGI.

    Medical and dental missions are continuing the service to residents from Puting Lupa, Calamba City and Sitio Capuz, San Rafael, Sto. Tomas Batangas. MGI partners with the Daniel Mercado Medical Center of Sto. Tomas for these medical activities.

    In Tarlac, PERC extended its health assistance by donating an ambulance to the City Government of Tarlac, through PetroSolar Corporation. The donation is aimed at helping the City health officers provide faster emergency medical services to far-flung residents.

    Improving the Delivery of EDUCATION

    PERC’s pioneering Teachers’ Training Program has already benefited 16 public high schools and 480 public school teachers in Palawan, Batangas, and Aklan, since it was launched in 2008. The comprehensive trainings were conducted in cooperation with the Department of Education (DepEd) and PERC’s affiliate Mapua school, the Malayan Colleges Laguna (MCL). The latest installment of the program was concluded in April 2015 with 102 public teachers from Nabas, Aklan completing a three-year competency building aimed at improving classroom management and techniques in teaching English, Science, and Mathematics.

    As part of its Student Assistance Program, PERC continues to support 13 scholars from Palawan and Aklan. Among the 11 scholars of Engineering courses, two (2) are now working with foreign companies. Two (2) scholars taking up Diploma in Culinary Arts

    at MCL will be completing the program in 4th quarter of 2016 and two (2) Civil Engineer Scholars will graduate in May 2016.

    In November 2015, PERC also turned-over to the Parents-Teachers Association (PTA) of Tarlac’s Lourdes and Balete Elementary Schools, monetary assistance to partially fund school improvements and students’ ex-penses of 432 pupils from Grades 4 to 6. The funds are allocated to support the students’ sports activities, solid waste management and environmental projects, as well as necessary improvements of school facilities.

    Sustaining communities through LIVELIHOOD projects

    A pilot livelihood program in Nabas, Aklan being implemented by PWEI, has significantly advanced after 2 years since its launch in 2013.

    The Pawa Agri-Ecotourism and Livelihood Development Association (PAELDA) composed of Brgy. Pawa residents in Nabas was formally organized to benefit from these livelihood projects. By end-2015, the group had undergone eight (8) trainings on the following topics: social preparation, team development, setting-up a formal organization, managing a community-based enterprise, and specialized trainings on backyard industries and on craft-making using indigenous materials.

    PERC also assists its host communities improve their access to basic necessities or enhance

    communal welfare. In 2015, MGI fundedthe installation of 15 solar street lights in Barangay Puting Lupa, Calamba City, Laguna, to help ensure the safety and security of the community.

    In parallel, PWEI supported electric cooperative AKELCO and local and national agencies in the electrification project for Brgy. Pawa in Nabas, Aklan. As of December 2015, all the 73 distribution line poles have been delivered on site and pole staking have commenced. The electrification project is expected to be completed in March 2016, to light up all 80 households in Brgy. Pawa.

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    PERC, is committed to environment-friendly practices in its operations and activities.

    In celebration of Environment Month in July 2015, the staff organized and participated in tree planting activities in Batangas, Aklan, and Tarlac. A total of 1,200 seedlings of fruit-bearingand native trees were planted on selected sites identified by MGI, PWEI, and PSC in coordination with the Department of Environment & Natural Resources (DENR). PWEI also conducted a coastal clean-up alongthe shores of Brgy. Gibon in Nabas and in Boracay Island.

    In addition to 500 trees being maintained by MGI, 500 fire trees were planted along the boundaries of Makiling Forest Reserve (MFR). The activity is part of MGI’s collaboration with the University of the Philippines Los Banos’ reforestation efforts in Mt. Makiling.

    PWEI has intensified its site rehabilitation program geared towards the restoration and re-greening of the impacted areas in the Nabas wind farm. Several measures such as benching & compaction, installation of coco fiber and wire mesh and gabions, revegetation, and continuous tree-plating are put in place by PWEI in consultation with a slope stabilization expert, Ground Specialists Inc. (GSI).

    UNDERTAKING ENVIRONMENTAL PROTECTION

    MGI and PWEI safety teams have once again received the 2015 SHAPES-DOE Safety Awards in December, 2015. Both were awarded with the 2015 Corporate Safety and Health Excellence Award with their respective safety officers receiving the 2015 Outstanding Safety and Health Professional Award. These awards are conferred on companies and professionals who have put in place effectivesafety and health programs, have not incurred lost-time accidents, and no outstanding safety violations.

    PROMOTING A CULTURE OF SAFETY

    For more than 25 years, PERC has cultivated a culture of excellence, sense of project ownership, and holistic development among its lean staff. Our human resource is recognized as a core asset, invaluable in the Company’s growth and success.

    PERC geologists were sent to trainings in advanced basin analysis and petroleum exploration and production in Malaysia and Indonesia in 2014. Two MGI staff also completed the Geothermal Energy Technology Post Graduate Certificate from the University of Auckland in New Zealand in 2014 and 2015.

    In April 2015, MGI Managers Pete G. Callos and Paul Elmer C. Morala shared their expertise before the 2015 World Geothermal Congress participants in Melbourne, Australia with the presentation of a paper on the Challenges in the Design and Management of 20-MW Geothermal Field; the Maibarara Experience.

    And in November 2014, a four-man team composed of PWEI’s engineers, completed the T-1 Certification Program for Wind Turbine Generator Field Technicians, at Gamesa’s Head Office in Spain.

    BUIlding human capital

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    *SGVFS016036*

    INDEPENDENT AUDITORS’ REPORT

    The Stockholders and the Board of DirectorsPetroEnergy Resources Corporation

    We have audited the accompanying consolidated financial statements of PetroEnergy ResourcesCorporation and its subsidiaries (the Group), which comprise the consolidated statements of financialposition as at December 31, 2015 and 2014, and the consolidated statements of income, statements ofcomprehensive income, statements of changes in equity and statements of cash flows for each of thethree years in the period ended December 31, 2015, and a summary of significant accounting policiesand other explanatory information.

    Management’s Responsibility for the Consolidated Financial Statements

    Management is responsible for the preparation and fair presentation of these consolidated financialstatements in accordance with Philippine Financial Reporting Standards, and for such internal controlas management determines is necessary to enable the preparation of consolidated financial statementsthat are free from material misstatement, whether due to fraud or error.

    Auditors’ Responsibility

    Our responsibility is to express an opinion on these consolidated financial statements based on ouraudits. We conducted our audits in accordance with Philippine Standards on Auditing. Thosestandards require that we comply with ethical requirements and plan and perform the audit to obtainreasonable assurance about whether the consolidated financial statements are free from materialmisstatement.

    An audit involves performing procedures to obtain audit evidence about the amounts and disclosuresin the consolidated financial statements. The procedures selected depend on the auditor’s judgment,including the assessment of the risks of material misstatement of the consolidated financial statements,whether due to fraud or error. In making those risk assessments, the auditor considers internal controlrelevant to the entity’s preparation and fair presentation of the consolidated financial statements inorder to design audit procedures that are appropriate in the circumstances, but not for the purpose ofexpressing an opinion on the effectiveness of the entity’s internal control. An audit also includesevaluating the appropriateness of accounting policies used and the reasonableness of accountingestimates made by management, as well as evaluating the overall presentation of the consolidatedfinancial statements.

    We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis forour audit opinion.

    SyCip Gorres Velayo & Co.6760 Ayala Avenue1226 Makati CityPhilippines

    Tel: (632) 891 0307Fax: (632) 819 0872ey.com/ph

    BOA/PRC Reg. No. 0001, December 14, 2015, valid until December 31, 2018SEC Accreditation No. 0012-FR-4 (Group A), November 10, 2015, valid until November 9, 2018

    A member firm of Ernst & Young Global Limited

  • GREENING POWER GENERATION 2015 ANNUAL REPORT PETROENERGY RESOURCES CORPORATION30 31

    *SGVFS016036*

    - 2 -

    Opinion

    In our opinion, the consolidated financial statements present fairly, in all material respects, thefinancial position of PetroEnergy Resources Corporation and its subsidiaries as at December 31, 2015and 2014, and their financial performance and their cash flows for each of the three years in the periodended December 31, 2015 in accordance with Philippine Financial Reporting Standards.

    Emphasis of Matter

    Without qualifying our opinion, we draw attention to Note 10 to the consolidated financial statements,which discusses the suspension of the production activities in the West Linapacan Oilfield. Amongthe other operations of the Group, the suspension of the production activities in the West LinapacanOilfield raises uncertainties as to the profitability of the petroleum operations for the said oilfield. Theprofitability of the petroleum operations related to the said oilfield is dependent upon the discovery ofoil in commercial quantities that would result from the successful redevelopment activities thereon.

    SYCIP GORRES VELAYO & CO.

    Michael C. SabadoPartnerCPA Certificate No. 89336SEC Accreditation No. 0664-AR-2 (Group A), March 26, 2014, valid until March 25, 2017Tax Identification No. 160-302-865BIR Accreditation No. 08-001998-73-2015, February 27, 2015, valid until February 26, 2018PTR No. 5321688, January 4, 2016, Makati City

    February 19, 2016

    A member firm of Ernst & Young Global Limited

    *SGVFS016036*

    PETROENERGY RESOURCES CORPORATION AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF FINANCIAL POSITION(In U.S. Dollars)

    December 312015 2014

    ASSETS

    Current AssetsCash and cash equivalents (Notes 6 and 29) $32,536,605 $2,818,154Short-term investments (Notes 6 and 29) − 186,513Financial assets at fair value through profit or loss

    (Notes 7 and 29) 156,231 163,052Receivables (Notes 5, 8 and 29) 3,591,873 3,571,608Crude oil inventory (Note 2) 96,501 419,142Prepaid expenses and other current assets (Note 9) 6,317,192 2,687,696

    Total Current Assets 42,698,402 9,846,165

    Noncurrent AssetsProperty, plant and equipment (Notes 5, 10 and 19) 140,724,197 79,784,366Deferred oil exploration costs (Notes 5 and 11) 15,919,839 19,112,571Investment in a joint venture (Notes 2 and 12) 27,166,952 27,630,596Investment properties (Notes 5 and 13) 31,417 31,417Deferred tax assets - net (Notes 5 and 23) 306,910 202,036Other noncurrent assets (Note 15) 10,282,823 5,440,355

    Total Noncurrent Assets 194,432,138 132,201,341$237,130,540 $142,047,506

    LIABILITIES AND EQUITY

    Current LiabilitiesAccounts payable and accrued expenses (Notes 16, 21 and 29) $18,795,721 $5,141,956Current portion of loans payable (Notes 17, 20 and 29) 16,539,074 16,679,150Income tax payable (Note 23) ‒ 477Deposits for future stock subscriptions (Note 18) 6,557,228 ‒

    Total Current Liabilities 41,892,023 21,821,583

    Noncurrent LiabilitiesLoans payable - net of current portion (Notes 9, 17, 21 and 29) 99,171,368 44,969,915Asset retirement obligation (Notes 5, 19 and 21) 1,094,672 608,542Derivative liability (Notes 20 and 29) 10,855,986 10,677,196Accrued retirement liability (Notes 5, 21 and 22) 66,019 69,374Deferred tax liabilities (Notes 5 and 23) 1,624,496 5,128,494Other noncurrent liability 48,406 ‒

    Total Noncurrent Liabilities 112,860,947 61,453,521Total Liabilities 154,752,970 83,275,104

    (Forward)

  • GREENING POWER GENERATION 2015 ANNUAL REPORT PETROENERGY RESOURCES CORPORATION32 33

    *SGVFS016036*

    - 2 -

    December 312015 2014

    EquityAttributable to equity holders of the Parent Company

    Capital stock (Note 21) $9,391,311 $6,321,533Additional paid-in capital (Note 21) 35,620,588 25,244,737Retained earnings

    Appropriated (Note 21) 3,149,555 3,149,555Unappropriated (Note 21) 18,899,873 16,219,666

    Remeasurements of net accrued retirement liability (Notes 21 and 22) (36,227) (38,406)Cumulative translation adjustment (Notes 5 and 21) (2,548,828) (804,317)Equity reserve (Note 21) 1,859,173 −

    66,335,445 50,092,768Noncontrolling interests (Notes 21 and 32) 16,042,125 8,679,634

    Total Equity 82,377,570 58,772,402$237,130,540 $142,047,506

    See accompanying Notes to Consolidated Financial Statements.

    *SGVFS016036*

    PETROENERGY RESOURCES CORPORATION AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF INCOME(In U.S. Dollars)

    Years Ended December 312015 2014 2013

    REVENUESOil revenues $6,574,675 $11,132,670 $13,717,422Electricity sales (Note 34) 16,967,907 14,741,614 ‒

    23,542,582 25,874,284 13,717,422

    COST OF SALESOil production (Note 24) 4,239,457 5,132,328 5,163,930Depletion (Note 10) 1,681,618 1,405,642 1,448,670Cost of electricity sales (Note 25) 7,113,087 6,064,893 ‒

    13,034,162 12,602,863 6,612,600

    GROSS INCOME 10,508,420 13,271,421 7,104,822

    GENERAL AND ADMINISTRATIVE EXPENSES (Note 26) 3,911,082 3,276,903 3,683,822

    OTHER INCOME (CHARGES) - netShare in net income (loss) of a joint venture (Note 12) 241,481 (242,562) ‒Interest income (Note 6) 112,537 70,633 202,431Net gain on fair value changes on financial assets at fair value

    through profit or loss (Note 7) 1,392 26,128 7,456Accretion expense (Note 19) (140,635) (50,900) (44,070)Net foreign exchange loss (178,876) (93,661) (189,072)Interest expense (Note 17) (4,934,680) (4,524,186) (117,524)Miscellaneous income (Note 27) 211,638 243,237 6,761

    (4,687,143) (4,571,311) (134,018)

    1,910,195 5,423,207 3,286,982

    GAINS (LOSSSES) ON SALE OF INVESTMENT IN ASUBSIDIARY (Notes 12 and 20):

    Unrealized gain on remeasurement of investment ‒ 17,220,295 ‒Gain on sale of investment in a subsidiary ‒ 2,665,174 ‒Share in deconsolidated retained earnings of a subsidiary ‒ 1,166,830 ‒Net unrealized loss on derivatives (734,060) (10,755,464) ‒

    (734,060) 10,296,835 ‒

    INCOME BEFORE INCOME TAX 1,176,135 15,720,042 3,286,982

    PROVISION FOR (BENEFIT FROM) INCOME TAX(Note 23) (3,432,935) 5,968,772 1,763,572

    NET INCOME (Note 30) $4,609,070 $9,751,270 $1,523,410

    NET INCOME ATTRIBUTABLE TO:Equity holders of the Parent Company $2,680,207 $8,489,385 $2,211,220Noncontrolling interests (Note 32) 1,928,863 1,261,885 (687,810)

    NET INCOME $4,609,070 $9,751,270 $1,523,410

    EARNINGS PER SHARE FOR NET INCOMEATTRIBUTABLE TO EQUITY HOLDERS OF THEPARENT COMPANY - BASIC AND DILUTED(Note 31) $0.008 $0.031 $0.008

    See accompanying Notes to Consolidated Financial Statements.

  • GREENING POWER GENERATION 2015 ANNUAL REPORT PETROENERGY RESOURCES CORPORATION34 35

    *SGVFS016036*

    PETROENERGY RESOURCES CORPORATION AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME(In U.S. Dollars)

    Years Ended December 312015 2014 2013

    NET INCOME $4,609,070 $9,751,270 $1,523,410

    OTHER COMPREHENSIVE INCOME (LOSS)

    Item to be reclassified to profit or loss insubsequent periods

    Movements in cumulative translation adjustment (2,284,665) 316,458 (1,899,147)Item not to be reclassified to profit or loss in

    subsequent periodsRemeasurement gains (losses) on net accrued

    retirement liability - net of tax (Note 22) 2,179 9,157 (41,856)

    TOTAL COMPREHENSIVE INCOME (LOSS) $2,326,584 $10,076,885 ($417,593)

    TOTAL COMPREHENSIVE INCOME (LOSS)ATTRIBUTABLE TO:

    Equity holders of the Parent Company $937,875 $8,815,000 $270,217Noncontrolling interests (Note 32) 1,388,709 1,261,885 (687,810)

    $2,326,584 $10,076,885 ($417,593)

    See accompanying Notes to Consolidated Financial Statements.

    *SGVFS0160

    36*

    PETR

    OEN

    ERG

    Y RE

    SOU

    RCES

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    ION

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    embe

    r 31,

    201

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    Bala

    nces

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    5,24

    4,73

    7$3

    ,149

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    $16,

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    ($38

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    )($

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    $−$5

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    2,76

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    ,679

    ,634

    $58,

    772,

    402

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    inco

    me

    −−

    −2,

    680,

    207

    −−

    −2,

    680,

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    1,92

    8,86

    34,

    609,

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    easu

    rem

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    −−

    −2,

    179

    −−

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    −−

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    44,5

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    −(1

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    (2,2

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    2,68

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    72,

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    7,87

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    6,58

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    3,06

    9,77

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    −−

    −−

    −13

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    −−

    −−

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    1,85

    9,17

    31,

    859,

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    2,81

    0,44

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    669,

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    −−

    −8,

    489,

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    1,88

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    −−

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    $25,

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    $50,

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    (For

    ward

    )

  • GREENING POWER GENERATION 2015 ANNUAL REPORT PETROENERGY RESOURCES CORPORATION36 37

    *SGVFS0160

    36*

    - 2 -

    Attri

    buta

    ble t

    o Eq

    uity

    Hol

    ders

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    $6,9

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    $47,

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    523,

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    (41,

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    (41,

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    −−

    −−

    −(1

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    ,899

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    (1,8

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    )In

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    non

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    stock

    issu

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    −−

    −−

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    4,55

    6,90

    74,

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    ,730

    ,281

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    7,76

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    ,676

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    ccom

    pany

    ing

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    s to

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    olid

    ated

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    anci

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    tate

    ment

    s.

    *SGVFS016036*

    PETROENERGY RESOURCES CORPORATION AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF CASH FLOWS(In U.S. Dollars)

    Years Ended December 312015 2014 2013

    CASH FLOWS FROM OPERATING ACTIVITIESIncome before income tax $1,176,135 $15,720,042 $3,286,982Adjustments for:

    Interest expense 4,934,680 4,524,186 117,524Depletion, depreciation and amortization

    (Notes 10 and 15) 4,704,110 4,238,357 1,747,985Net unrealized loss on derivatives (Notes 20 and 29) 734,060 10,755,464 ‒Net unrealized foreign exchange loss 178,876 93,661 189,072Accretion expense (Note 19) 140,635 50,900 44,070Net gain on fair value changes on financial assets at

    fair value through profit or loss (Note 7) (1,392) (26,128) (7,456)Dividend income (1,704) (2,059) −Interest income (Note 6) (112,537) (70,633) (202,431)Share in net loss (income) of a joint venture (Note 12) (241,481) 242,562 ‒Gain on sale of property and equipment (Note 10) − (13,192) −Share in deconsolidated retained earnings of a subsidiary (Note 12) − (1,166,830) ‒Gain on sale of investment in a subsidiary (Note 12) − (2,665,174) ‒Unrealized gain on remeasurement of investment (Note 12) − (17,220,295) ‒

    Operating income before working capital changes 11,511,382 14,460,861 5,175,746Decrease (increase) in:

    Crude oil inventory 322,641 (200,925) 196,547Short-term investments 186,513 728,093 (99,865)Receivables (16,112) (508,217) (638,492)Prepaid expenses and other current assets (3,694,680) 2,661,837 (12,403,866)

    Increase (decrease) in:Accounts payable and accrued expenses 13,782,992 1,500,287 (1,318,070)Accrued retirement liability (2,110) (33,720) (1,432)

    Cash generated from (used in) operations 22,090,626 18,608,216 (9,089,432)Interest received 108,384 73,187 221,020Income taxes paid (40,435) (1,501,718) (1,204,624)Net cash provided by (used in) operating activities 22,158,575 17,179,685 (10,073,036)

    CASH FLOWS FROM INVESTING ACTIVITIESProceeds from sale of interest in a subsidiary (Note 21) 4,669,613 − −Increase in other noncurrent liabilities 48,406 − −Dividends received 1,704 2,059 −Decrease (increase) in other noncurrent assets (4,269,732) 1,462,326 (2,135,974)Additional deferred oil exploration costs (Note 11) (5,616,676) (7,715,361) (4,754,007)Acquisitions of property, plant and equipment (Note 10) (60,378,258) (10,460,030) (25,317,818)Additional investment in a joint venture (Note 12) (680,833) (5,303,110) −Net cash inflow from deconsolidation of a subsidiary − 7,871,926 −Proceeds from sale of property and equipment − 38,480 −Additional capitalized interest (Note 10) − 418,377 3,655,746Net cash used in investing activities (66,225,776) (13,685,333) (28,552,053)

    (Forward)

  • GREENING POWER GENERATION 2015 ANNUAL REPORT PETROENERGY RESOURCES CORPORATION38 39

    *SGVFS016036*

    - 2 -

    Years Ended December 312015 2014 2013

    CASH FLOWS FROM FINANCING ACTIVITIESProceeds from availment of long-term debt (Note 17) $76,733,682 $2,196,428 $20,946,086Proceeds from issuance of stocks (Note 21) 13,445,629 − −Proceeds from deposits for future stock subscriptions

    (Note 18) 6,557,228 − −Additional capital from noncontrolling interest (Note 32) 3,163,342 181,030 4,556,907Dividends paid (Note 21) (535) (2,128) (339,949)Interest paid (5,063,372) (4,885,084) (3,488,147)Payment of loans (20,000,529) − −Net cash provided by (used in) financing activities 74,835,445 (2,509,754) 21,674,897

    NET EFFECT OF FOREIGN EXCHANGE RATECHANGES ON CASH AND CASHEQUIVALENTS (1,049,793) (738,012) (2,100,462)

    NET INCREASE (DECREASE) IN CASH ANDCASH EQUIVALENTS 29,718,451 246,586 (19,050,654)

    CASH AND CASH EQUIVALENTS AT BEGINNINGOF YEAR 2,818,154 2,571,568 21,622,222

    CASH AND CASH EQUIVALENTS AT END OFYEAR (Note 6) $32,536,605 $2,818,154 $2,571,568

    See accompanying Notes to Consolidated Financial Statements.

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    PETROENERGY RESOURCES CORPORATION AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS(In U.S. Dollars)

    1. Corporate Information

    a. OrganizationPetroEnergy Resources Corporation (“PERC”, “PetroEnergy” or the “Company”), formerlyPetrotech Consultants, Inc., was organized on September 29, 1994 to provide specializedtechnical services to its then parent company, Petrofields Corporation, and to companiesexploring for oil in the Philippines.

    In 1997, the Company’s name was formally changed into “PetroEnergy ResourcesCorporation”, simultaneous with the change in its primary purpose from rendering technicalservices to oil exploration and development and mining activities.

    On June 25, 1999, the Department of Energy (DOE) authorized the assumption by theCompany of Philippine oil exploration contracts. The Ministry of Energy of Gabon, WestAfrica had also been duly notified of the transfer to PERC of Petrofields’ Production SharingContract covering the Etame discovery block in the Atlantic shelf.

    On May 23, 2003, the Securities and Exchange Commission (SEC) approved the Company’sapplication for a decrease in authorized Capital from One Billion (1,000,000,000) commonshares at a par value of One Peso (₱1.00) per share to Three Hundred Thirty Million(330,000,000) shares at a par value of One Peso (₱1.00) per share.

    On July 28, 2004, the Philippine Stock Exchange, Inc. (PSE) approved the Listing by Way ofIntroduction of the entire issued capital of the Company.

    On August 4, 2004, the SEC issued to the Company the certificate of permit to offer securitiesfor sale. This certifies that the shares of the Company have been registered and licensed forListing by Way of Introduction and by then be sold or offered for sale in the Philippines.

    On August 11, 2004, the Company’s shares were listed at the PSE.

    On July 22, 2009, the Board of Directors (BOD) and Stockholders approved the amendmentof articles of incorporation of the Group to include the business of generating power fromconventional sources such as coal, fossil fuel, natural gas, nuclear and other traditional sourcesof power and from renewable sources such as, but not limited to, biomass, hydro, solar, wind,geothermal, ocean and such other renewable sources of power. The amendment was approvedby the Philippine Securities and Exchange Commission (SEC) on September 23, 2009.

    On February 23, 2010, the BOD Approved a 1:1 Stock Rights Offering (SRO). Under theSRO, the shares were offered at ₱5.00 per share, giving a net proceeds of ₱683.436 million,which was used for the 20MW Phase 1 of the Maibarara power Project (MGPP). The SROwas undertaken during the period June 28, 2010 to July 5, 2010.

    On December 5, 2014, the BOD approved a 2:1 SRO. The SRO was undertaken during theperiod May 11 to 15, 2015. The proceeds of the SRO amounted to ₱599.675 million and willbe used to partially finance the expansion, construction and development of renewable energyprojects, such as the MGPP (Phase 2) and Solar Power Project, as well as the expansion of theEtame Project in Gabon, West Africa.

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    On June 03, 2015, SEC approved the Company’s application for an increase in AuthorizedCapital from Three Hundred Thirty Million (330,000,000) shares at par value of One Peso(P=1.00) to Seven Hundred Million (700,000,000) shares at par value of One Peso.

    In order to insulate PetroEnergy’s core oil business from its renewable energy ventures,PetroEnergy, with the approval of the BOD on February 23, 2010, created a wholly ownedsubsidiary called PetroGreen Energy Corporation (PetroGreen). PetroGreen shall carry-outthe renewable energy projects of PetroEnergy. The SEC approved the incorporation ofPetroGreen on March 31, 2010.

    On May 19, 2010, PetroGreen signed a Joint Venture Agreement (JVA) with Trans-Asia Oiland Energy Development Corporation (Trans-Asia) and PNOC Renewables Corporation(PNOC-RC) (collectively the JV Partners), whereby the JV Partners agreed to pool theirresources together and enter into a joint venture to develop and operate the MaibararaGeothermal Field through the formation of a joint venture named Maibarara Geothermal, Inc.(MGI). On August 11, 2010, the SEC approved the incorporation of MGI, whose principalbusiness is to develop and operate geothermal steam fields and power plants. Pursuant to theJVA, PetroGreen holds a 65% interest in MGI, while Tran-Asia and PNOC-RC hold 25% and10%, respectively. On January 5, 2011, the DOE approved the transfer of the MaibararaGRESC from PetroEnergy to MGI.

    In January 2013, through a Special Meeting of the Board of Directors, PetroGreen created asubsidiary, PetroWind Energy, Inc. (PetroWind) that will undertake the Nabas Wind PowerProject (NWPP). PetroWind was incorporated on March 6, 2013 wherein PetroGreen initiallyheld 100% interest. On July 15, 2013, EEI Power Corporation (EEIPC) subscribed to a 20%equity share in PetroWind. EEIPC formally became a stockholder of PetroWind upon theSEC’s approval of PetroWind’s increase in authorized capital stock on August 23, 2013.Effectively as of December 31, 2013, PetroGreen held 80% equity share in PetroWind.

    On November 21, 2013, PetroGreen and CapAsia Asean Holdings Cooperatief U.A.(CapAsia) entered into a Share Purchase Agreement (SPA) which sets out the parties’ mutualagreement as to the sale of 2,375,000 shares in PetroWind held by PetroGreen, which isequivalent to 40% of the total issued and outstanding shares of PetroWind. The purchaseprice for the sale of shares, as set out in Section 3 of the SPA, shall be $5,337,079 upfrontpayment and a premium of $2,600,000 which will be paid on a staggered basis.

    Simultaneously on November 21, 2013, PetroGreen, CapAsia and EEIPC entered into aShareholders’ Agreement (SA). The SA will govern their relationship as the shareholders ofPetroWind as well as containing their respective rights and obligations in relation toPetroWind. Further, the SA contains provisions regarding voting requirements for relevantactivities that require unanimous consent of all the parties. PetroGreen, CapAsia and EEIPCagree that their equity ownership ratio in PetroWind are at 40%, 40% and 20%, respectively.

    Although the SPA and the SA were executed on November 21, 2013, these did not result toPetroGreen’s loss of control over PetroWind in 2013. The loss of control did not happen untilFebruary 14, 2014, the Closing Date.

    On February 14, 2014, the Closing Date, the payment has been received from sale of theshares as executed in the Deed of Assignment covering the transfer of shares from PetroGreento CapAsia and all the conditions precedent have been satisfactory completed. As such,PetroGreen lost its control over PetroWind while CapAsia was given full voting and economic

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    rights as a 40% shareholder. The transaction made PetroWind a joint venture betweenPetroGreen (40%), CapAsia (40%) and EEIPC (20%) by virtue of the SA signed between thethree parties governing the manner of managing PetroWind.

    As of December 31, 2014, MGI is effectively a subsidiary of PetroEnergy throughPetroGreen, which is wholly owned by PetroEnergy. PetroGreen owned majority of the votingpower of MGI. PetroEnergy, PetroGreen and MGI are collectively referred to as the Group.

    On June 9, 2015, EEIPC acquired 10% of PetroEnergy’s share in PetroGreen, leavingPetroEnergy with 90% share in PetroGreen (Note 21).

    On March 19, 2015, PetroGreen was awarded by the DOE with the Solar Energy ServiceContract (SESC) No. 2015-03-115 giving it the right and obligation to explore, develop andutilize the solar energy resource within the service contract area located in Tarlac City. Byvirtue of the Tarlac SESC, PetroGreen commenced the pre-development activities for the 50MW Tarlac Solar Power Project (TSPP) to be constructed within a 55 hectare property inCenral technopark, San Miguel, Tarlac City.

    On June 17, 2015, PetroSolar Corporation (“PetroSolar”) was incorporated. PetroGreen has56% shareholdings in PetroSolar, while EEIPC owns the remaining 44%.

    On June 19, 2015, by virtue of the Deed of Assignment and Assumption, PetroGreentransferred its interest in the SESC to PetroSolar. The assignment was approved by the DOEon September 15, 2015.

    The DOE confirmed the commerciality of the TSPP on September 24, 2015. Construction ofthe TSPP commenced by the third quarter of 2015 which was completed in January 2016.

    As of December 31, 2015, MGI and PetroSolar are effectively indirect subsidiaries ofPetroEnergy through PetroGreen which is 90% owned by PetroEnergy. PetroGreen ownedmajority of the voting power of MGI and PetroSolar. PetroEnergy, PetroGreen, MGI andPetroSolar are collectively referred to as the Group.

    b. Nature of OperationsThe Group’s four (4) main energy businesses are petroleum, wind, geothermal and solar.

    PetroleumPetroleum production is on-going in the Etame (Gabon) concession, while the other petroleumconcessions in the Philippines (Northwest Palawan, Offshore Mindoro, Eastern Visayas) arestill in the advanced exploration stages or pre-development stages. See Notes 10 and 11 forupdates on the Group’s petroleum operations.

    Geothermal EnergyThe geothermal project is the 20-MW Maibarara Geothermal Power Project (MGPP) in Sto.Tomas, Batangas. See Note 10 for updates on the Group’s geothermal energy operations.

    Wind EnergyThe wind energy project is the 36-megawatt (MW) NWPP in Nabas, Aklan, where PetroWindhas a wind farm. See Notes 10 and 36 for updates on the Group’s wind energy operation.

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    Solar EnergyThe Solar power project is the 50MW Tarlac Solar Power Plant (TSPP) in Tarlac City, Tarlac.See Note 10 for updates on the Group’s solar energy operations.

    The accompanying consolidated financial statements were approved and authorized for issueby the BOD on February 19, 2016.

    2. Basis of Preparation

    The accompanying consolidated financial statements have been prepared under the historical costconvention method, except for financial assets carried at fair value through profit or loss (FVPL),derivative liability and crude oil inventory that have been measured at fair value. Figures arepresented in United States (US) Dollar ($), the Parent Company’s functional currency. Allamounts are rounded to the nearest dollar unless otherwise indicated.

    Statement of ComplianceThe accompanying consolidated financial statements have been prepared in compliance withPhilippine Financial Reporting Standards (PFRS).

    Basis of ConsolidationThe consolidated financial statements comprise the financial statements of the Group as atDecember 31, 2015 and 2014. The financial statements of the subsidiaries are prepared for thesame reporting year as the Group, using consistent accounting policies.

    Below are the Group’s subsidiaries with its respective percentage ownership as ofDecember 31, 2015, 2014 and 2013:

    Percentage of Ownership2015 2014 2013

    PetroGreen 90%1 100% 100%Percentage share of PetroGreen to its subsidiaries

    MGI 65% 65% 65%PetroSolar 56% – –PetroWind 40% 40%2 80%

    Navy Road Development Corporation (NRDC) 100% 100% 100%

    1As a result of the sale of 10% stake in PGEC, consolidated PERC’s ultimate share in MGI andPetroSolar’s retained earnings and income is reduced by 10% as of and for the year endedDecember 31, 2015.

    2As a result of the loss of control on February 14, 2014, PetroWind became a joint venturebetween PetroGreen, CapAsia and EEIPC.

    PetroGreen has control over PetroSolar, since PetroGreen is largely involved in the key decisionsconcerning the financial and operating policies, activities and provision of technological supportand technical know-how to PetroSolar.

    Subsidiaries are consolidated when control is transferred to the Group and cease to be consolidatedwhen control is transferred out of the Group. Control is achieved when the Group is exposed, orhas rights, to variable returns from its involvement with the investee and has the ability to affect

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    those returns through its power over the investee. Specifically, the Group controls a subsidiary ifand only if the Group has:

    a) Power over the investee (i.e. existing rights that give it the current ability to direct the relevantactivities of the investee)

    b) Exposure, or rights, to variable returns from its involvement with the investee, andc) The ability to use its power over the investee to affect its returns

    When the Group has less than a majority of the voting or similar rights of an investee, the Groupconsiders all relevant facts and circumstances in assessing whether it has power over an investee,including:

    a) The contractual arrangement with the other vote holders of the investeeb) Rights arising from other contractual arrangementsc) The Group’s voting rights and potential voting rights

    The Group re-assesses whether or not it controls an investee if facts and circumstances indicatethat there are changes to one or more of the three elements of control.

    On February 14, 2014, the Group disposed its investment in PetroWind and its interest of 80% wasreduced to 40% where it lost its control over PetroWind. As of and for the year endedDecember 31, 2014, PetroWind has been deconsolidated.

    The consolidated financial statements are prepared using uniform accounting policies for liketransactions and other events in similar circumstances. All intercompany balances andtransactions, intercompany profits and expenses and gains and losses are eliminated duringconsolidation. All intercompany balances, transactions, income and expenses and profit andlosses are eliminated in full.

    Noncontrolling interests are presented separately from the Parent Company’s equity. The portionof profit or loss and net assets in subsidiaries not wholly owned are presented separately in theconsolidated statement of income, consolidated statement of comprehensive income andconsolidated statement of changes in equity, and within equity in the consolidated statement offinancial position.

    Losses within a subsidiary are attributed to the noncontrolling interests even if that results in adeficit balance.

    A change in the ownership interest of a subsidiary, without loss of control, is accounted for as anequity transaction, as transactions with the owners in their capacity as owners. For purchases fromnon-controlling interests, the difference between any consideration paid and the relevant shareacquired of the carrying value of net assets of the subsidiary is recorded in equity. Gains or losseson disposals to non-controlling interests are also recorded in equity.

    If the Group loses control over a subsidiary, it:

    · Derecognizes the assets (including goodwill) and liabilities of the subsidiary, the carryingamount of any noncontrolling interest and the cumulative translation differences recorded inequity.

    · Recognizes the fair value of the consideration received, the fair value of any investmentretained and any surplus or deficit in the consolidated statement of income.

    · Reclassifies the parent’s share of components previously recognized in OCI to the

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    consolidated statement of income or retained earnings, as appropriate.

    This policy is in accordance with PFRS 10, Consolidated Financial Statements.

    3. Changes in Accounting Policies

    The Group adopted the following new and amended PFRS, Philippine Accounting Standards(PAS) and Philippine Interpretations that became effective beginning January 1, 2015 in theaccompanying consolidated financial statements. Except as otherwise indicated, the adoption ofthe new and amended PFRS, PAS and Philippine Interpretations did not have any effect on theconsolidated financial statements of the Group.

    · PAS 19, Employee Benefits - Defined Benefit Plans: Employee ContributionsPAS 19 requires an entity to consider contributions from employees or third parties whenaccounting for defined benefit plans. Where the contributions are linked to service, theyshould be attributed to periods of service as a negative benefit. These amendments clarify that,if the amount of the contributions is independent of the number of years of service, an entity ispermitted to recognize such contributions as a reduction in the service cost in the period inwhich the service is rendered, instead of allocating the contributions to the periods of service.The amendments had no impact on the Group’s consolidated financial position orperformance.

    Annual Improvements to PFRSs (2010-2012 cycle)The Annual Improvements to PFRSs (2010-2012 cycle) became effective for annual periodsbeginning on or after January 1, 2015 and did not have a material impact on the Group.

    · PFRS 2, Share-based Payment - Definition of Vesting ConditionThis improvement is applied prospectively and clarifies various issues relating to thedefinitions of performance and service conditions which are vesting conditions, including:

    • A performance condition must contain a service condition• A performance target must be met while the counterparty is rendering service• A performance target may relate to the operations or activities of an entity, or to those of

    another entity in the same group• A performance condition may be a market or non-market condition• If the counterparty, regardless of the reason, ceases to provide service during the vesting

    period, the service condition is not satisfied.

    This amendment does not apply to the Group as it has no share-based payments.

    · PFRS 3, Business Combinations - Accounting for Contingent Consideration in a BusinessCombinationThe amendment is applied prospectively for business combinations for which the acquisitiondate is on or after July 1, 2014. It clarifies that a contingent consideration that is not classifiedas equity is subsequently measured at fair value through profit or loss whether or not it fallswithin the scope of PAS 39, Financial Instruments: Recognition and Measurement(or PFRS 9, Financial Instruments, if early adopted). The Group shall consider thisamendment for future business combinations.

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    · PFRS 8, Operating Segments - Aggregation of Operating Segments and Reconciliation of theTotal of the Reportable Segments’ Assets to the Entity’s AssetsThe amendments are applied retrospectively and clarify that:

    • An entity must disclose the judgments made by management in applying the aggregationcriteria in the standard, including a brief description of operating segments that have beenaggregated and the economic characteristics (e.g., sales and gross margins) used to assesswhether the segments are ‘similar’.

    • The reconciliation of segment assets to total assets is only required to be disclosed if thereconciliation is reported to the chief operating decision maker, similar to the requireddisclosure for segment liabilities.

    The amendments affect disclosures only and had no impact on the Group’s consolidatedfinancial position or performance.

    · PAS 16, Property, Plant and Equipment - Revaluation Method - Proportionate Restatement ofAccumulated DepreciationThe amendment is applied retrospectively and clarifies in PAS 16 and PAS 38 that the assetmay be revalued by reference to the observable data on either the gross or the net carryingamount. In addition, the accumulated depreciation or amortization is the difference betweenthe gross and carrying amounts of the asset. The amendment had no impact on the Group’sconsolidated financial position or performance.

    · PAS 24, Related Party Disclosures - Key Management PersonnelThe amendment is applied retrospectively and clarifies that a management entity, which is anentity that provides key management personnel services, is a related party subject to therelated party disclosures. In addition, an entity that uses a management entity is required todisclose the expenses incurred for management services. The amendments affect disclosuresonly and had no impact on the Group’s consolidated financial position or performance.

    Annual Improvements to PFRSs (2011-2013 cycle)The Annual Improvements to PFRSs (2010-2012 cycle) became effective for annual periodsbeginning on or after January 1, 2015 and did not have a material impact on the Group.

    · PFRS 3, Business Combinations - Scope Exceptions for Joint ArrangementsThe amendment is applied prospectively and clarifies the following regarding the scopeexceptions within PFRS 3:

    • Joint arrangements, not just joint ventures, are outside the scope of PFRS 3.• This scope exception applies only to the accounting in the financial statements of the joint

    arrangement itself.

    The amendment had no impact on the Group’s consolidated financial position or performance.

    · PFRS 13, Fair Value Measurement - Portfolio ExceptionThe amendment is applied prospectively and clarifies that the portfolio exception in PFRS 13can be applied not only to financial assets and financial liabilities, but also to other contractswithin the scope of PAS 39. The amendment had no significant impact on the Group’sconsolidated financial position or performance.

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    · PAS 40, Investment PropertyThe amendment is applied prospectively and clarifies that PFRS 3, and not the description ofancillary services in PAS 40, is used to determine if the transaction is the purchase of an assetor business combination. The description of ancillary services in PAS 40 only differentiatesbetween investment property and owner-occupied property (i.e., property, plant andequipment). The amendment had no significant impact on the Group’s consolidated financialposition or performance.

    Standards Issued but not yet EffectiveThe standards and interpretations that are issued, but not yet effective, up to date of issuance of theGroup’s consolidated financial statements are disclosed below. The Group intends to adopt thesestandards, if applicable, when they become effective.

    Deferred Effectivity

    Philippine Interpretation IFRIC 15, Agreements for the Construction of Real EstateThis interpretation covers accounting for revenue and associated expenses by entities thatundertake the construction of real estate directly or through subcontractors. The interpretationrequires that revenue on construction of real estate be recognized only upon completion, exceptwhen such contract qualifies as construction contract to be accounted for under PAS 11 orinvolves rendering of services, in which case, revenue is recognized based on stage of completion.Contracts involving provision of services with the construction materials and where the risks andreward of ownership are transferred to the buyer on a continuous basis will also be accounted forbased on stage of completion. The SEC and the Financial Reporting Standards Council havedeferred the effectivity of this interpretation until the final Revenue standard is issued by theInternational Accounting Standards Board (IASB) and an evaluation of the requirements of thefinal Revenue standard against the practices of the Philippine real estate industry is completed.Adoption of the interpretation when it becomes effective will not have any impact on the financialstatements of the Group.

    Effective January 1, 2016

    · PFRS 10, Consolidated Financial Statements and PAS 28, Investments in Associates and JointVentures - Sale or Contribution of Assets between an Investor and its Associate or JointVentureThese amendments address an acknowledged inconsistency between the requirements inPFRS 10 and those in PAS 28 (2011) in dealing with the sale or contribution of assets betweenan investor and its associate or joint venture. The amendments require that a full gain or loss isrecognized when a transaction involves a business (whether it is housed in a subsidiary ornot). A partial gain or loss is recognized when a transaction involves assets that do notconstitute a business, even if these assets are housed in a subsidiary. These amendments areeffective from annual periods beginning on or after January 1, 2016. The amendment willhave no significant impact on the Group’s consolidated financial position or performance.

    · PAS 27, Separate Financial Statements - Equity Method in Separate Financial Statements(Amendments)The amendments will allow entities to use the equity method to account for investments insubsidiaries, joint ventures and associates in their separate financial statements. Entitiesalready applying PFRS and electing to change to the equity method in its separate financialstatements will have to apply that change retrospectively. For first-time adopters of PFRSelecting to use the equity method in its separate financial statements, they will be required to

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    apply this method from the date of transition to PFRS. These amendments are not expected tohave any impact to the Group.

    · PFRS 11, Joint Arrangements - Accounting for Acquisitions of Interests in Joint Operations(Amendments)The amendments to PFRS 11 require that a joint operator accounting for the acquisition of aninterest in a joint operation, in which the activity of the joint operation constitutes a businessmust apply the relevant PFRS 3 principles for business combinations accounting. Theamendments also clarify that a previously held interest in a joint operation is not remeasuredon the acquisition of an additional interest in the same joint operation while joint control isretained. In addition, a scope exclusion has been added to PFRS 11 to specify that theamendments do not apply when the parties sharing joint control, including the reporting entity,are under common control of the same ultimate controlling party.

    The amendments apply to both the acquisition of the initial interest in a joint operation and theacquisition of any additional interests in the same joint operation and are prospectivelyeffective for annual periods beginning on or after January 1, 2016, with early adoptionpermitted. These amendments are not expected to have any impact to the Group.

    · PAS 1, Presentation of Financial Statements - Disclosure Initiative (Amendments)The amendments are intended to assist entities in applying judgment when meeting thepresentation and disclosure requirements in PFRS. They clarify the following:

    · That entities shall not reduce the understandability of their financial statements by eitherobscuring material information with immaterial information; or aggregating material itemsthat have different natures or functions.

    · That specific line items in the statement of income and Other Comprehensive Income(OCI) and the statement of financial position may be disaggregated.

    · That entities have flexibility as to the order in which they present the notes to financialstatements.

    · That the share of OCI of associates and joint ventures accounted for using the equitymethod must be presented in aggregate as a single line item, and classified between thoseitems that will or will not be subsequently reclassified to profit or loss.

    Early application is permitted and entities do not need to disclose that fact as the amendmentsare considered to be clarifications that do not affect an entity’s accounting policies oraccounting estimates. The Group is currently assessing the impact of these amendments on itsconsolidated financial statements.

    · PFRS 14, Regulatory Deferral AccountsPFRS 14 is an optional standard that allows an entity, whose activities are subject to rate-regulation, to continue applying most of its existing accounting policies for regulatory deferralaccount balances upon its first-time adoption of PFRS. Entities that adopt PFRS 14 mustpresent the regulatory deferral accounts as separate line items on the statement of consolidatedfinancial position and present movements in these account balances as separate line items inthe statement of profit or loss and other comprehensive income. The standard requiresdisclosures on the nature of, and risks associated with, the entity’s rate-regulation and theeffects of that rate-regulation on its financial statements. PFRS 14 is effective for annualperiods beginning on or after January 1, 2016. Since the Group is an existing PFRS preparer,this standard would not apply.

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    · PAS 16, Property, Plant and Equipment, and PAS 38, Intangible Assets - Clarification ofAcceptable Methods of Depreciation and Amortization (Amendments)The amendments clarify the principle in PAS 16 and PAS 38 that revenue reflects a pattern ofeconomic benefits that are generated from operating a business (of which the asset is part)rather than the economic benefits that are consumed through use of the asset. As a result, arevenue-based method cannot be used to depreciate property, plant and equipment and mayonly be used in very limited circumstances to amortize intangible assets. The amendments areeffective prospectively for annual periods beginning on or after January 1, 2016, with earlyadoption permitted. The amendment will have no significant impact on the Group’sconsolidated financial position or performance.

    · PAS 16, Property, Plant and Equipment, and PAS 41, Agriculture - Bearer Plants(Amendments)The amendments change the accounting requirements for biological assets that meet thedefinition of bearer plants. Under the amendments, biological assets that meet the definition ofbearer plants will no longer be within the scope of PAS 41. Instead, PAS 16 will apply. Afterinitial recognition, bearer plants will be measured under PAS 16 at accumulated cost (beforematurity) and using either the cost model or revaluation model (after maturity). Theamendments also require that produce that grows on bearer plants will remain in the scope ofPAS 41 measured at fair value less costs to sell. For government grants related to bearerplants, PAS 20, Accounting for Government Grants and Disclosure of GovernmentAssistance, will apply. The amendments are retrospectively effective for annual periodsbeginning on or after January 1, 2016, with early adoption permitted. The amendment willhave no significant impact on the Group’s consolidated financial position or performance.

    Annual Improvements to PFRSs (2012-2014 cycle)The Annual Improvements to PFRSs (2012-2014 cycle) are effective for annual periods beginningon or after January 1, 2016 and are not expected to have a material impact on the Group.

    · PFRS 5, Non-current Assets Held for Sale and Discontinued Operations - Changes inMethods of DisposalThe amendment is applied prospectively and clarifies that changing from a disposal throughsale to a disposal through distribution to owners and vice-versa should not be considered to bea new plan of disposal, rather it is a continuation of the original plan. There is, therefore, nointerruption of the application of the requirements in PFRS 5. The amendment also clarifiesthat changing the disposal method does not change the date of classification. The amendmentwill have no significant impact on the Group’s consolidated financial position or performance.

    · PFRS 7, Financial Instruments: Disclosures - Servicing ContractsPFRS 7 requires an entity to provide disclosures for any continuing involvement in atransferred asset that is derecognized in its entirety. The amendment clarifies that a servicingcontract that includes a fee can constitute continuing involvement in a financial asset. Anentity must assess the nature of the fee and arrangement against the guidance in PFRS 7 inorder to assess whether the disclosures are required. The amendment is to be applied such thatthe assessment of which servicing contracts constitute continuing involvement will need to bedone retrospectively. However, comparative disclosures are not required to be provided forany period beginning before the annual period in which the entity first applies theamendments. The amendment will have no significant impact on the Group’s consolidatedfinancial position or performance.

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    · PFRS 7 - Applicability of the Amendments to PFRS 7 to Condensed Interim FinancialStatementsThis amendment is applied retrospectively and clarifies that the disclosures on offsetting offinancial assets and financial liabilities are not required in the condensed interim financialreport unless they provide a significant update to the information reported in the most recentannual report. The amendment will have no significant impact on the Group’s consolidatedfinancial position or performance.

    · PAS 19, Employee Benefits - regional market issue regarding discount rateThis amendment is applied prospectively and clarifies that