q1 2017 consolidated financial statements · 2017-05-15 · consolidated statement of changes in...

Q1 2017CONSOLIDATED FINANCIAL STATEMENTS

Ithaca Energy Inc. Q1 2017 Financial Statements 1

Consolidated Statement of IncomeFor the three months ended 31 March 2017 and 2016

(unaudited)

Note

Revenue 5

- Operating costs

- Other

- Movement in oil and gas inventory

- Depletion, depreciation and amortisation

Cost of sales

Gross Profit/(Loss)

Exploration and evaluation expenses 10 EXP12

Gain on financial instruments 25

Administrative expenses 6

Foreign exchange

Finance costs 7 EXP11

Interest income EXP13

Share of profit in associate EXP22

Profit/(Loss) Before Tax

Taxation 23

Profit After Tax

Earnings per share (US$ per share)

Basic 22

Diluted 22

The accompanying notes on pages 6 to 22 are an integral part of the financial statements.

(421)

-

0.04 0.03

2016

US$'000

33,250

(44,118)

(10,868)

(8,624)

(18,118)

(1,645)

2017

10,691

0.02

(20,185)

(17,608)

502

(6,325)

1,708

5,706 5,179

(9,173)

(745)

(1,769)

29

34,233

(16,521)

17,712

38 -

409

4,175

37,239

US$'000

(29,910)

7,329

2,795

(14,472)

(115)

0.04

6,516


(unaudited)

Note

Current assets

Cash and cash equivalents CAS01

Accounts receivable 8 CAS02

Deposits, prepaid expenses and other CAS04

Inventory 9 CAS06

Derivative financial instruments 26 CAS10

Non-current assets

Long-term receivable 28

Long-term inventory 9

Investment in associate 13 CAS07

Exploration and evaluation assets 10

Property, plant & equipment 11 CAS08

Deferred tax assets

Goodwill 12 CAS11

Total assets

LIABILITIES AND EQUITY

Current liabilities

Trade and other payables 15 CLB01

Contingent consideration 19 CLB06

Derivative financial instruments 26 CLB07

Non - current liabilities

Borrowings 14 CLB02

Decommissioning liabilities 16 CLB04

Other long term liabilities 17 CLB03

Contingent consideration 19 CLB06

Net assets

Shareholders' equity

Share capital 20 SEQ01

Share based payment reserve 21 SEQ02

Retained earnings

Total equity

The financial statements were approved by the Board of Directors on 12 May 2017 and signed on its behalf by:


7,812

1,142

5,870

135,105

25,827

175,756

2016

(8,650)

US$'000

(190,580)

1,081,769

743,729

(206,933)

(941,577)

667

27,199

157,912

(4,000)

US$'000

31 December

(236,928)

Director

24,859

1,886,334

(2,812)

31 March

2017

8,438

60,157

18,375

(208,434)

(939,522)

(245,257)

ASSETS

"Alec Carstairs"

110,028

(187,768)

28,150

Director

"Les Thomas"

390,179

123,510

1,710,578

-

621,345

Consolidated Statement of Financial Position

743,729

11,512

27,729

225,019

27,075

123,510

1,705,544

1,084,599

383,663

59,922

8,438

18,337

1,930,563

(4,329)

(614,585)

(107,853)

(618,566)

756,232

756,232

(8,650)

(107,428)

25,185

619,207

99,337


Consolidated Statement of Changes in Equity(unaudited)

Balance, 1 Jan 2016

Share based payment

Profit for the period

Balance, 31 March 2016

Balance, 1 Jan 2017

Share based payment

Shares issued

Profit for the period

Balance, 31 March 2017


-

Total

768

-

811,669

756,232

-

617,375

US$'000 US$'000

793,189

Retained

earnings

17,712

153,136

110,028

170,848

-

-

283

10,691

22,678

Share based

payment reserve

US$'000

768 -

24,859 621,345

-

25,185

10,691

617,375

619,207

-

-

2,138

283

99,337 743,729

(609) - 1,529

17,712

Share capital

US$'000


Consolidated Statement of Cash FlowFor the three months ended 31 March 2017 and 2016

(unaudited)

Note

Operating activities

Profit/(Loss) Before Tax

Adjustments for:

Depletion, depreciation and amortisation 11

Exploration and evaluation write off 10

Share based payment 6

Loan fee amortisation 7

Revaluation of financial instruments 25

Accretion on decommissioning provisions 16

Bank interest & charges

Cashflow generated from operations

Changes in inventory, debtors and creditors relating to operating activities

Petroleum Revenue Tax paid

Corporation Tax refunded

Investing activities

Capital expenditure

Contingent consideration 19

Investment in associate

Loan to associate

Decommissioning

Financing activities

Proceeds from issuance of shares

Loan (repayment)

Bank interest and charges


122 158

(8,805)

(2,037)

5,514

(33,226) (15,966)

(5,796)

44,358

(8,818)

2,192

(235)

(569)

-

(38) -

- 2,138

(4,917)

(11,584)

421

(25,000)

21,859

14,472

745

(21,332)

27,199 11,543

10,316

Currency translation differences relating to cash and cash equivalents

US$'000US$'000

111

Net cash generated from operating activities

1,040

17,608

4,175 (16,521)

2,273

51,124

2016

Changes in debtors and creditors relating to investing activities

1,040

65

30,272

(6,916) 1,997

2017

33,565

Cash and cash equivalents, end of period

Net cash used in financing activities

(13,462)

Cash and cash equivalents, beginning of period

5,870

(Decrease)/Increase in cash and cash equivalents

(14,922)

Net cash (used in) investing activities

5,861

2,069

23,356

(1,240)

6,009

-

-

685

(25,000)

-

(4,000)


1. NATURE OF OPERATIONS

2. BASIS OF PREPARATION

3. SIGNIFICANT ACCOUNTING POLICIES, JUDGEMENTS AND ESTIMATION UNCERTAINTY

Basis of measurement

Basis of consolidation

Goodwill

Capitalisation

The policies applied in these condensed interim consolidated financial statements are based on IFRS issued and outstanding as of

12 May 2017, the date the Board of Directors approved the statements. Any subsequent changes to IFRS that are given effect in

the Corporation’s annual consolidated financial statements for the year ending 31 December 2017 could result in restatement of

these interim consolidated financial statements.

These interim consolidated financial statements have been prepared in accordance with International Financial Reporting Standards

(IFRS) applicable to the preparation of interim financial statements, including IAS 34 Interim Financial Reporting. These interim

consolidated financial statements do not include all the necessary annual disclosures in accordance with IFRS.

Business Combinations

Subsidiaries are all entities, including structured entities, over which the group has control. The group controls an entity when the

group is exposed to or has rights to variable returns from its investments with the entity and has the ability to affect those returns

through its power over the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the group.

They are deconsolidated on the date that control ceases.

Business combinations are accounted for using the acquisition method. The cost of an acquisition is measured as the fair value of

the assets acquired, equity instruments issued and liabilities incurred or assumed at the date of completion of the acquisition.

Acquisition costs incurred are expensed and included in administrative expenses. Identifiable assets acquired and liabilities and

contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. The excess

of the cost of acquisition over the fair value of the Corporation's share of the identifiable net assets acquired is recorded as goodwill.

If the cost of the acquisition is less than the Corporation's share of the net assets acquired, the difference is recognised directly in

the statement of income as negative goodwill.

The interim consolidated financial statements are presented in US dollars and all values are rounded to the nearest thousand

(US$'000), except when otherwise indicated.

The interim consolidated financial statements have been prepared under the historical cost convention, except for the revaluation of

certain financial assets and financial liabilities (under IFRS) to fair value, including derivative instruments.

The interim consolidated financial statements have been prepared on a going concern basis using the historical cost convention,

except for financial instruments which are measured at fair value.

Ithaca Energy Inc. (the “Corporation” or “Ithaca”), incorporated and domiciled in Alberta, Canada on 27 April 2004, is a publicly

traded company involved in the development and production of oil and gas in the North Sea. The Corporation's registered office is

1600, 333 - 7th Avenue S.W., Calgary, Alberta, Canada, T2P 2Z1. The Corporation's shares trade on the Toronto Stock Exchange

in Canada and the London Stock Exchange’s Alternative Investment Market in the United Kingdom under the symbol “IAE”.

Goodwill acquired through business combinations is initially measured at cost, being the excess of the aggregate of the

consideration transferred and the amount recognised as the fair value of the Corporation's share of the identifiable net assets

acquired and liabilities assumed. If this consideration is lower than the fair value of the identifiable assets acquired, the difference is

recognised in the statement of income.

The interim consolidated financial statements of the Corporation include the financial statements of Ithaca Energy Inc. and all wholly-

owned subsidiaries as listed per note 28. Ithaca has twenty wholly-owned subsidiaries. All inter-company transactions and balances

have been eliminated on consolidation.

The condensed interim consolidated financial statements should be read in conjunction with the Corporation’s annual financial

statements for the year ended 31 December 2016.


Impairment

Interest in joint operations

Revenue

Foreign currency translation

Share based payments

Cash and cash equivalents

Oil, gas and condensate revenues associated with the sale of the Corporation’s crude oil and natural gas are recognised when title

passes to the customer. This generally occurs when the product is physically transferred into a vessel, pipe or other delivery

mechanism. Revenues from the production of oil and natural gas properties in which the Corporation has an interest with joint

venture partners are recognised on the basis of the Corporation’s working interest in those properties (the entitlement method).

Differences between the production sold and the Corporation’s share of production are recognised within cost of sales at market

value.

Items included in the financial statements are measured using the currency of the primary economic environment in which the

Corporation and its subsidiaries operate (the ‘functional currency’). The consolidated financial statements are presented in United

States Dollars, which is the Corporation’s functional and presentation currency.

Under IFRS 11, joint arrangements are those that convey joint control which exists only when decisions about the relevant activities

require the unanimous consent of the parties sharing control. Investments in joint arrangements are classified as either joint

operations or joint ventures depending on the contractual rights and obligations of each investor. Associates are investments over

which the Corporation has significant influence but not control or joint control, and generally holds between 20% and 50% of the

voting rights.

The Corporation's interest in joint operations (eg exploration and production arrangements) are accounted for by recognising its

assets (including its share of assets held jointly), its liabilities (including its share of liabilities incurred jointly), its revenue from the

sale of its share of the output arising from the joint operation, its share of revenue from the sale of output by the joint operation and

its expenses (including its share of any expenses incurred jointly).

Interest income is recognised on an accruals basis and is separately recorded on the face of the statement of income.

The Corporation has a share based payment plan as described in note 20 (c). The expense is recorded in the consolidated

statement of income or capitalised for all options granted in the year, with the gross increase recorded in the share based payment

reserve. Compensation costs are based on the estimated fair values at the time of the grant and the expense or capitalised amount

is recognised over the vesting period of the options. Upon the exercise of the stock options, consideration paid together with the

amount previously recognised in share based compensation reserve is recorded as an increase in share capital. In the event that

vested options expire unexercised, previously recognised compensation expense associated with such stock options is not

reversed. In the event that unvested options are forfeited or expired, previously recognised compensation expense associated with

the unvested portion of such stock options is reversed.

Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the

transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year

end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the statement of income.

For the purpose of the statement of cash flow, cash and cash equivalents include investments with an original maturity of three

months or less.

Goodwill is tested annually for impairment and also when circumstances indicate that the carrying value may be at risk of being

impaired. Impairment is determined for goodwill by assessing the recoverable amount of each cash generating unit ("CGU") to

which the goodwill relates. Where the recoverable amount of the CGU is less than its carrying amount, an impairment loss is

recognised in the statement of income. Impairment losses relating to goodwill cannot be reversed in future periods.

Under the equity method, investments are carried at cost plus post-acquisition changes in the Corporation's share of net assets,

less any impairment in value in individual investments. The consolidated income statement reflects the Corporation's share of the

results and operations after tax and interest.


Financial instruments

Inventory

Trade receivables

Trade payables

Property, plant and equipment

Oil and gas expenditure – exploration and evaluation assets

Capitalisation

Analyses of the fair values of financial instruments and further details as to how they are measured are provided in notes 25 to 27.

Pre-acquisition costs on oil and gas assets are recognised in the consolidated statement of income when incurred. Costs incurred

after rights to explore have been obtained, such as geological and geophysical surveys, drilling and commercial appraisal costs and

other directly attributable costs of exploration and evaluation including technical, administrative and share based payment expenses

are capitalised as intangible exploration and evaluation (“E&E”) assets.

Held-for-trading financial instruments are subsequently measured at fair value with changes in fair value recognised in net earnings.

All other categories of financial instruments are measured at amortised cost using the effective interest method. Cash and cash

equivalents are classified as held-for-trading and are measured at fair value. Accounts receivable are classified as loans and

receivables. Accounts payable, accrued liabilities, certain other long-term liabilities, and long-term debt are classified as other

financial liabilities. Although the Corporation does not intend to trade its derivative financial instruments, they are classified as held-

for-trading for accounting purposes.

Trade receivables are recognised and carried at the original invoiced amount, less any provision for estimated irrecoverable

amounts.

Trade payables are measured at cost.

Inventories of materials and product inventory supplies are stated at the lower of cost and net realisable value. Cost is determined

on the first-in, first-out method. Current oil and gas inventories are stated at fair value less cost to sell. Non-current oil and gas

inventories are stated at historic cost.

All financial instruments are initially recognised at fair value on the statement of financial position. The Corporation’s financial

instruments consist of cash, restricted cash, accounts receivable, deposits, derivatives, accounts payable, accrued liabilities,

contingent consideration and the liability acquired as part of the Beatrice field acquisition. The Corporation classifies its financial

instruments into one of the following categories: held-for-trading financial assets and financial liabilities; held-to-maturity

investments; loans and receivables; and other financial liabilities. All financial instruments are required to be measured at fair value

on initial recognition. Measurement in subsequent periods is dependent on the classification of the respective financial instrument.

Transaction costs that are directly attributable to the acquisition or issue of a financial asset or liability and original issue discounts

on long-term debt have been included in the carrying value of the related financial asset or liability and are amortised to

consolidated net earnings over the life of the financial instrument using the effective interest method.

E&E costs are not amortised prior to the conclusion of evaluation activities. At completion of evaluation activities, if technical

feasibility is demonstrated and commercial reserves are discovered then, following development sanction, the carrying value of the

E&E asset is reclassified as a development and production (“D&P”) asset, but only after the carrying value is assessed for

impairment and where appropriate its carrying value adjusted. If after completion of evaluation activities in an area, it is not possible

to determine technical feasibility and commercial viability or if the legal right to explore expires or if the Corporation decides not to

continue exploration and evaluation activity, then the costs of such unsuccessful exploration and evaluation are written off to the

statement of income in the period the relevant events occur.


Oil and gas expenditure – development and production assets

Capitalisation

Depreciation

Impairment

Non oil and natural gas operations

Borrowings

Decommissioning liabilities

Loan origination fees are capitalised and amortised over the term of the loan. Borrowing costs directly attributable to the acquisition,

construction or production of qualifying assets, which are assets that necessarily take a substantial period of time to get ready for

their intended use or sale, are added to the cost of those assets until such time as the assets are substantially ready for their

intended use of sale. All other borrowing costs are expensed as incurred.

All interest-bearing loans and other borrowings with banks are initially recognised at fair value net of directly attributable transaction

costs. After initial recognition, interest-bearing loans and other borrowings are subsequently measured at amortised cost using the

effective interest method. Amortised cost is calculated by taking into account any issue costs, discount or premium.

The Corporation records the present value of legal obligations associated with the retirement of long-term tangible assets, such as

producing well sites and processing plants, in the period in which they are incurred with a corresponding increase in the carrying

amount of the related long-term asset. The obligation generally arises when the asset is installed or the ground/environment is

disturbed at the field location. In subsequent periods, the asset is adjusted for any changes in the estimated amount or timing of the

settlement of the obligations. The carrying amounts of the associated assets are depleted using the unit of production method, in

accordance with the depreciation policy for development and production assets. Actual costs to retire tangible assets are deducted

from the liability as incurred.

Costs of bringing a field into production, including the cost of facilities, wells and subsea equipment, direct costs including staff costs

and share based payment expense together with E&E assets reclassified in accordance with the above policy, are capitalised as a

D&P asset. Normally each individual field development will form an individual D&P asset but there may be cases, such as phased

developments, or multiple fields around a single production facility when fields are grouped together to form a single D&P asset.

For impairment review purposes the Corporation’s oil and gas assets are analysed into cash-generating units ("CGUs") as identified

in accordance with IAS 36. A review is carried out each reporting date for any indicators that the carrying value of the Corporation’s

assets may be impaired. For assets where there are such indicators, an impairment test is carried out on the CGU. The impairment

test involves comparing the carrying value with the recoverable value of an asset. The recoverable amount of an asset is

determined as the higher of its fair value less costs to sell and value in use, where the value in use is determined from estimated

future net cash flows. If the recoverable amount of an asset is estimated to be less that its carrying amount, the carrying amount of

the asset is reduced to the recoverable amount. The resulting impairment losses are written off to the statement of income.

Senior notes are measured at amortised cost.

Computer and office equipment is recorded at cost and depreciated over its estimated useful life on a straight-line basis over three

years. Furniture and fixtures are recorded at cost and depreciated over their estimated useful lives on a straight-line basis over five

years.

All costs relating to a development are accumulated and not depreciated until the commencement of production. Depreciation is

calculated on a unit of production basis based on the proved and probable reserves of the asset. Any re-assessment of reserves

affects the depreciation rate prospectively. Significant items of plant and equipment will normally be fully depreciated over the life of

the field. However, these items are assessed to consider if their useful lives differ from the expected life of the D&P asset and

should this occur a different depreciation rate would be charged.


Contingent consideration

Taxation

Operating leases

Finance leases

Maintenance expenditure

Recent accounting pronouncements

- IFRS 15 'Revenue from contracts with customers' is effective for accounting periods beginning on or after 1 January 2018.

- IFRS 9 'Financial instruments' is effective for accounting periods on or after 1 January 2018.

- IFRS 16 'Leases' is effective for accounting periods beginning on or after 1 January 2019.

Current income tax

Finance leases that transfer substantially all the risks and benefits incidental to ownership of the leased item to the Corporation, are

capitalised at the commencement of the lease at the fair value of the leased property or, if lower, at the present value of the

minimum lease payments. Lease payments are apportioned between finance charges and reduction of the lease liability so as to

achieve a constant rate of interest on the remaining balance of the liability. Finance charges are recognised in finance costs in the

income statement. A leased asset is depreciated over the useful life of the asset. However, if there is no reasonable certainty that

the Corporation will obtain ownership by the end of the lease term, the asset is depreciated over the shorter of the estimated useful

life of the asset and the lease term.

Expenditure on major maintenance refits or repairs is capitalised where it enhances the life or performance of an asset above its

originally assessed standard of performance; replaces an asset or part of an asset which was separately depreciated and which is

then written off, or restores the economic benefits of an asset which has been fully depreciated. All other maintenance expenditure

is charged to the statement of income as incurred.

PRT is accounted for under IAS 12 since it has the characteristics of an income tax as it is imposed under Government authority

and the amount payable is based on taxable profits of the relevant field. Deferred PRT is accounted for on a temporary difference

basis.

Contingent consideration is accounted for as a financial liability and measured at fair value at the date of acquisition with any

subsequent remeasurements recognised either in profit or loss or in other comprehensive income in accordance with IAS 39.

Rentals under operating leases are charged to the statement of income on a straight line basis over the period of the lease.

Deferred income tax

Deferred tax assets and liabilities are offset only when a legally enforceable right of offset exists and the deferred tax assets and

liabilities arose in the same tax jurisdiction.

Current income tax assets and liabilities are measured at the amount expected to be recovered from or paid to the taxation

authorities. The tax rates and tax laws used to compute the amounts are those that are enacted or substantively enacted by the

reporting date.

Petroleum Revenue Tax

Deferred tax is recognised for all deductible temporary differences and the carry-forward of unused tax losses. Deferred tax assets

and liabilities are measured using enacted or substantively enacted income tax rates expected to apply to taxable income in the

years in which temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a

The following standards have been published and are mandatory for the Group's accounting periods beginning on or after 1 January

2018, but the Group has not early adopted them:

In addition to corporate income taxes, the Group's financial statements also include and disclose Petroleum Revenue Tax (PRT) on

net income determined from oil and gas production.


Significant accounting judgements and estimation uncertainties

4. SEGMENTAL REPORTING

5. REVENUE

Three months ended 31 March

Oil sales REV01

Gas sales REV02

Condensate sales REV03

Other income REV04

6. ADMINISTRATIVE EXPENSES Three months ended 31 March

General & administrative EXP01

Share based payments EXP16

7. FINANCE COSTS Three months ended 31 March

US$'000 US$'000

Bank charges and interest

Senior notes interest

Finance lease interest

Non-operated asset finance fees

Prepayment interest

Loan fee amortisation

Accretion

8. ACCOUNTS RECEIVABLE

Trade debtors

Accrued income

(254)

1,071

35,941

124,857

US$'000

20

135,105

10,247

(240)

(1,658)

US$'000

2017 2016

(1,645)

31 Dec31 March

(1,040)

(8,624)

(622)

(9,173)

(4)

1,130

2017

(1,152)

(2,273)

2016

US$'000 US$'000

(3,830)

33,250

2017

(1,580)

The amounts recorded for depletion, depreciation of property and equipment, long-term liability, share based payment, contingent

consideration, onerous contract provisions, decommissioning liabilities, derivatives, and deferred taxes are based on estimates. The

depreciation charge, any impairment tests and fair value estimates for the purpose of purchase price allocation (business

combinations) are based on estimates of proved and probable reserves, production rates, prices, future costs and other relevant

assumptions. By their nature, these estimates are subject to measurement uncertainty and the effect on the financial statements of

changes in such estimates in future periods could be material. Further information on each of these estimates is included within the

notes to the financial statements.

US$'000

The Company operates a single class of business being oil and gas exploration, development and production and related activities

in a single geographical area presently being the North Sea.

US$'000

(111)

128

The preparation of financial statements in conformity with IFRS requires management to make estimates and assumptions

regarding certain assets, liabilities, revenues and expenses. Such estimates must often be made based on unsettled transactions

and other events and a precise determination of many assets and liabilities is dependent upon future events. Actual results may

differ from estimated amounts.

32,031

116

(65)

37,239

(1,769)

52

2016

(12)

(678)

(1,040)

(2,069)

(755)

157,912

11,722

146,190

20162017

(3,830)


9. INVENTORY

Current

Crude oil inventory

Materials inventory

Non-current

Crude oil inventory

The non-current portion of inventory relates to long term stocks at the Sullom Voe Terminal.

10. EXPLORATION AND EVALUATION ASSETS

At 1 January 2016

Additions

Write offs/relinquishments

Impairment

At 31 December 2016 and 1 January 2017

Additions

Write offs/relinquishments

At 31 March 2017

11. PROPERTY, PLANT AND EQUIPMENT

Development & Production Other fixed

Cost

At 1 January 2016

Additions


Additions

At 31 March 2017

DD&A and Impairment

At 1 January 2016

DD&A charge for the period

Impairment charge for the year


DD&A charge for the period

At 31 March 2017

NBV at 1 January 2016

NBV at 1 January 2017

NBV at 31 March 2017

11,624

31 March

2016

(770)

US$'000

11,223

US$'000

2017

(14,472)

554

(14,413)

11,642

3,411 2,545,292

Total

18

(60)

(1,472,291)

The net book amount of property, plant and equipment includes $28.1 million (31 December 2016: $28.5 million) in respect of the

Pierce FPSO lease held under finance lease.

1,081,214

Following completion of geotechnical evaluation activity, certain North Sea licences were declared unsuccessful and certain

prospects were declared non-commercial. This resulted in the carrying value of these licences being fully written off to nil with $0.8

million being expensed in the period to 31 March 2017.

2,556,934

(1,457,878)

1,102,046

(1,475,165)(2,875)

1,101,184

596

862

3,429

(745)

US$'000

1,862

US$'000

31 Dec

1,084,599

(2,815) (1,460,693)

1,084,003

1,081,769

2,482,010

28,150

1,820

Oil and Gas Assets

US$'000US$'000

2,541,881

2,553,505

5 59,876 59,871

(70,250)

(2,544) (1,383,370)

(70,521)(271)

(6,802)(6,802) -

assets

2,485,416 3,406

(1,380,826)

27,075

US$'000 US$'000

23,965

1,259

27,729

25,868

31 March 31 Dec

2017 2016

8,438 8,438

15,363

25,827

1,861


12. GOODWILL 31 March 31 Dec

Closing balance

13. INVESTMENT IN ASSOCIATES 31 March 31 Dec

Investment in FPF-1 and FPU Services

14. BORROWINGS

31 March

RBL facility 38004

Senior notes 38002

Long term bank fees

Long term senior notes fees

Bank debt facilities

Senior Reserves Based Lending Facility

Junior Reserves Based Lending Facility

Senior Notes

Covenants

The key covenants in both the Senior and Junior RBLs are:

US$'000

Investment in associates comprises shares, acquired by Ithaca Energy (Holdings) Limited, in FPF-1 Limited and FPU Services

Limited as part of the completion of the Greater Stella Area transactions in 2012.

2017

123,510

US$'000

As at 31 March 2017, the Corporation has a Senior Reserved Based Lending ("Senior RBL") Facility of $475 million. As at 31

March 2017, $320 million (31 December 2016: $325 million) was drawn down under the Senior RBL. $3.0 million (31 December

2016: $3.7 million) of loan fees relating to the RBL have been capitalised and remain to be amortised.

2017

(300,000)

(320,000)

123,510

US$'000

As at 31 March 2017, the Corporation had a Junior Reserved Based Lending ("Junior RBL") Facility of $60 million. The facility

remains undrawn at the period end.

31 Dec

3,010

2016

18,337

2017

2,405

(614,585)

The Corporation is subject to financial and operating covenants related to the facilities. Failure to meet the terms of one or more of

these covenants may constitute an event of default as defined in the facility agreements, potentially resulting in accelerated

repayment of the debt obligations.

(618,566)

2016

$123.5 million goodwill represents $136.1 million recognised on the acquisition of Summit Petroleum Limited ("Summit") in July

2014 as a result of recognising a $136.9 million deferred tax liability as required under IFRS 3 fair value accounting for business

combinations. Absent the deferred tax liability the price paid for the Summit assets equated to the fair value of the assets. $1.0

million represented goodwill recognised on the acquisition of gas assets from GDF in December 2010. As at 31 December 2015 a

non-taxable impairment of $13.6 million was recorded relating to goodwill.

US$'000

2016

The Company's bank debt facilities are sized at $535 million: a $475 million senior RBL and a $60 million junior RBL. Both RBL

facilities are based on conventional oil and gas industry borrowing base financing terms, with loan maturities in September 2018,

and are available to fund on-going development activities and general corporate purposes. The combined interest rate of the two

bank debt facilities, fully drawn, is LIBOR plus 3.4% prior to Stella coming on-stream, stepping down to LIBOR plus 2.9% after Stella

production has been established.

US$'000

As at 31 March 2017, the Corporation had $300 million 8.125% senior unsecured notes due July 2019, with interest payable semi-

annually. $2.4 million of loan fees (31 December 2016: $2.7 million) have been capitalised and remain to be amortised.

The Corporation was in compliance with all its relevant financial and operating covenants during the period.

There has been an increase of $0.04m in value during the period with the above investment reflecting the Company's share of the

associates' results.

2,686

3,666

(324,918)

(300,000)

US$'000

18,375


15. TRADE AND OTHER PAYABLES 31 March 31 Dec

Trade payables

Accruals and deferred income

16. DECOMMISSIONING LIABILITIES 31 March 31 Dec

US$'000 US$'000

Balance, beginning of period

Additions

Accretion

Revision to estimates

Decommissioning provision utilised

Balance, end of period

17. OTHER LONG-TERM LIABILITIES 31 March 31 Dec

US$'000 US$'000

Shell oil prepayment

BP gas prepayment

Finance lease


(64,468)

2017

- A corporate cashflow projection showing total sources of funds must exceed total forecast uses of funds for the later of the

following 12 months or until forecast first oil from the Stella field.

- The ratio of the net present value of cashflows secured under the RBL for the economic life of the fields to the amount drawn

under the facility must not fall below 1.15:1

- The ratio of the net present value of cashflows secured under the RBL for the life of the debt facility to the amount drawn under

the facility must not fall below 1.05:1.

(107,853)

(29,830)

Security provided against the facilities

The RBL facilities are secured by the assets of the guarantor members of the Ithaca Group, such security including share pledges,

floating charges and/or debentures.

The Senior notes are unsecured senior debt of Ithaca Energy Inc., guaranteed by certain members of the Ithaca Group and

subordinated to existing and future secured obligations.

(13,553)

There are no financial maintenance covenants tests under the senior notes.

2017 2016

2017 2016

(64,017)

The prepayment balances relate balance relates to cash advances under the Shell oil sales agreement and BP gas sales

agreement which have been classified as long-term liabilities as short-term repayment is not due in the current oil price

environment. The finance lease related to the Pierce FPSO acquired as part of the Summit acquisition.

(71,156)

(116,612)

2016

(206,933)

568

(206,933)

4,228

(187,768)

US$'000

(208,434)

US$'000

The total future decommissioning liability was calculated by management based on its net ownership interest in all wells and

facilities, estimated costs to reclaim and abandon wells and facilities and the estimated timing of the costs to be incurred in future

periods. The Corporation uses a risk free rate of 4.0 percent (31 December 2016: 4.0 percent) and an inflation rate of 2.0 percent

(31 December 2016: 2.0 percent) over the varying lives of the assets to calculate the present value of the decommissioning

liabilities. These costs are expected to be incurred at various intervals over the next 24 years.

The economic life and the timing of the obligations are dependent on Government legislation, commodity price and the future

production profiles of the respective production and development facilities.

(107,428)

(140,166)

(96,762)

(236,928)

(2,279)

27,248

(226,915)

(9,215)

-

(2,069)

-

(30,199)

(13,212)


18. FINANCE LEASE LIABILITIES

31 March 31 Dec

US$'000 US$'000

Total minimum lease payments

Less than 1 year

Between 1 and 5 years

5 years and later

Interest

Less than 1 year


5 years and later

Present value of minimum lease payments

Less than 1 year


5 years and later

19. CONTINGENT CONSIDERATION

31 March 31 Dec

Current US$'000 US$'000

Balance outstanding

Non-current

Balance outstanding

20. SHARE CAPITAL

Number of Amount Authorised share capital ordinary shares US$'000

At 31 March 2017 and 31 December 2016 Unlimited -

(a) Issued

The issued share capital is as follows:

Issued Number of Amount common shares US$'000

Balance 1 January 2017

Issued for cash - options exercised

Balance 31 March 2017

(b) Stock options

2016

The contingent consideration related to the acquisition of the Stella field and was paid after first oil.

(8,639)

(3,761)

(925)

(2,767)

2017

(1,670)

2016

2017

(17,670)

621,345

(2,595)

2,138 2,786,658

The finance lease relates to the Pierce FPSO acquired as part of the Summit acquisition.

US$'000 US$'000

413,099,042 619,207

(18,124)

(2,595)

(12,434)

(21,043)

(1,656)

(2,919)

(939)

(3,834)

(8,600)

2017 2016

- (4,000)

The non-current contingent consideration balance at the end of the year relates to the acquisition of the Vorlich and Austen fields,

with an amount payable upon FDP submission of $5.9 million and subsequent payment of $2.75 million payable due upon defined

production criteria being met.

(8,650) -

415,885,700

The Corporation’s stock options and exercise prices are denominated in Canadian Dollars when granted. As at 31 March 2017,

21,536,481 stock options to purchase common shares were outstanding, having an exercise price range of $0.40 to $2.51 (C$0.55

to C$2.71) per share and a vesting period of up to 3 years in the future.

(20,437)

(12,400)

Subsequent to the quarter end conditions of a cash takeover offer for all the common shares of the Company not owned by Delek

Group Ltd. (“Delek”) or any of its affiliates for C$1.95 per share (the “Offer”) have been satisfied and the Offer has been accepted by

holders of approximately 70.3% of the issued and outstanding common shares, not including the common shares already owned by

Delek prior to the announcement of the Offer. As a result of this transactions all stock option have immediately vested.

No new stock options have been granted in the quarter ended 31 March 2017.

31 Dec31 March


31 March 2017 31 December 2016


Granted

Forfeited / expired

Exercised

The following is a summary of stock options as at 31 March 2017

Wt. Avg. Wt. Avg. Wt. Avg. Wt. Avg.

Life Exercise Life Exercise

(Years) Price * (Years) Price *

1.2 $2.47 0.7 $2.47

1.7 $0.93 1.7 $0.92

$0.40 (C$0.55) 2.8 $0.40 $0.40 (C$0.55) 2.8 $0.40

2.2 $1.16 1.1 $1.69

The following is a summary of stock options as at 31 December 2016:

Wt. Avg. Wt. Avg. Wt. Avg. Wt. Avg.

Life Exercise Life Exercise

(Years) Price * (Years) Price *

1.0 $2.47 0.9 $2.47

1.9 $0.93 1.9 $0.94

$0.40 (C$0.55) 3.0 $0.40 $0.40 (C$0.55) 0.5 $0.40

2.2 $1.10 1.1 $1.72

(c) Share based payments

Risk free interest rate

Expected stock volatility

Expected life of options

Weighted Average Fair Value

-

(1,714,997)

12,000,000

19,216,206

24,413,139

(5,088,070)

$1.10

$2.46-$2.51

(C$2.53-C$2.71)

24,413,139 8,358,336

$2.46-$2.51

(C$2.53-C$2.71)

6,590,003 3,835,003

11,450,000

6,373,136

(90,000)

Options Outstanding

$1.70

$1.81$2.00

Options Exercisable

$0.85

Wt. Avg Exercise

Price *

Wt. Avg Exercise

Price *

Changes to the Corporation’s stock options are summarised as follows:

Options granted are accounted for using the fair value method. The cost during the three months ended 31 March 2017 for total

stock options granted was $0.3 million (Q1 2016: $0.8million). $0.1 million was charged through the statement of income for stock

based compensation for the three months ended 31 March 2017 (Q1 2016: $0.1 million), being the Corporation’s share of stock

based compensation chargeable through the statement of income. The remainder of the Corporation’s share of stock based

compensation has been capitalised. The fair value of each stock option granted in the period was estimated at the date of grant,

using the Black-Scholes option pricing model with the following assumptions:

$0.84-$1.01

(C$1.04-C$1.97)

For the year ended

31 December 2016

N/A

$0.22

4,323,333

Options Outstanding

No. of Options

200,000

60%

$0.58

Options

Range of

Exercise Price No. of Options

Options Exercisable

$1.10

No. of Options

Range of

Exercise Price

2,750,005

6,341,469

For the three months ended

31 March 2017

N/A

N/A

No. of Options

21,536,481

$0.84-$1.01

(C$1.04-C$1.97)

$2.45-$2.51

(C$2.53-C$2.71)

-

0.53%

* The weighted average exercise price has been converted into U.S. dollars based on the foreign exchange rate in effect at the date

of issuance.

Range of

Exercise Price

3 years

No. of OptionsNo. of Options

Range of

Exercise Price

(2,786,658)

5,505,005

6,373,136

$2.45-$2.51

(C$2.53-C$2.71)

$0.84-$0.93

(C$1.04-C$1.06)

9,658,340 2,158,338

21,536,481

$0.84-$0.93

(C$1.04-C$1.06)

$1.16

24,413,139

$0.40

11,249,812

N/A


21. SHARE BASED PAYMENT RESERVE

31 March 31 Dec


Share based payment cost

Transfer to share capital on exercise of options


22. EARNINGS PER SHARE


Weighted average number of common shares (basic)

Weighted average number of common shares (diluted)

23. TAXATION


Taxation

24. COMMITMENTS

31 March 31 Dec

Operating lease commitments

Within one year

Two to five years

31 March 31 Dec

Capital commitments

Capital commitments incurred jointly with other venturers (Ithaca's share)

411,384,045

(609)

22,678

3,058

(551)

25,185

30 216

2017

2016

34,233

2017

2017

In accordance with the Stella Sale and Purchase Agreement ("SPA"), Ithaca receives the right to claim a tax benefit for additional

capital allowances on certain capital expenditures incurred by Ithaca and paid for by Petrofac on the Stella project.

The tax benefit of these capital allowances is received by Ithaca as the expenditure is incurred. In recognition of the benefit Ithaca

receives from the additional capital allowances a payment is expected to be made to Petrofac 5 years after legal completion of the

SPA, in accordance with its terms, of a sum calculated at the prevailing tax rate applied to the relevant capital allowances. The

relevant capital allowances are expected to be around $250 million and implies, assuming current tax rates, a payment of

approximately $100 million. The taxation credit above includes a deferred tax charge in the quarter of $1.5 million resulting in a total

related deferred tax asset at 31 March 2017 of $93.5 million.

US$000

US$'000

US$’000

216

24,859

283

The calculation of basic earnings per share is based on the profit after tax and the weighted average number of common shares in

issue during the period. The calculation of diluted earnings per share is based on the profit after tax and the weighted average

number of potential common shares in issue during the period.

2016

2017

US$’000

6,516

US$'000

18,912

2016

2016

US$'0002017

27,812

411,384,045

-

In addition to the amounts above, in 2015 Ithaca entered into an agreement with Petrofac in respect of the FPF-1 Floating

Production facility whereby Ithaca will pay Petrofac $13.7 million in respect of final payment on variations to the contract, with

payment deferred until three and a half years after fully ramped production is achieved from the Stella field. A further payment to

Petrofac of up to $34 million was initially to be made by Ithaca dependent on the timing of sail-away of the FPF-1. This further

payment was revised to $17 million in Q3 2016. This payment will also be deferred until three and a half years after fully ramped up

production is achieved from the Stella field.

2016

US$000

US$'000

423,622,600

414,607,667

25,185


25. FINANCIAL INSTRUMENTS


Derivative financial instrument asset

Derivative financial instrument liability


Revaluation of forex forward contracts

Revaluation of commodity hedges

Revaluation of interest rate swaps

Realised (loss) on forex contracts

Realised gain on commodity hedges

Total gain on financial instruments

• Level 3 – inputs that are less observable, unavailable or where the observable data does not support the majority of the

instrument’s fair value.

In forming estimates, the Corporation utilises the most observable inputs available for valuation purposes. If a fair value

measurement reflects inputs of different levels within the hierarchy, the measurement is categorised based upon the lowest level of

input that is significant to the fair value measurement. The valuation of over-the-counter financial swaps and collars is based on

similar transactions observable in active markets or industry standard models that primarily rely on market observable inputs.

Substantially all of the assumptions for industry standard models are observable in active markets throughout the full term of the

instrument. These are categorised as Level 2.

(2,812)

• Level 1 – inputs represent quoted prices in active markets for identical assets or liabilities (for example, exchange-traded

commodity derivatives). Active markets are those in which transactions occur in sufficient frequency and volume to provide pricing

information on an ongoing basis.

US$'000

-

To estimate fair value of financial instruments, the Corporation uses quoted market prices when available, or industry accepted third-

party models and valuation methodologies that utilise observable market data. In addition to market information, the Corporation

incorporates transaction specific details that market participants would utilise in a fair value measurement, including the impact of

non-performance risk. The Corporation characterises inputs used in determining fair value using a hierarchy that prioritises inputs

depending on the degree to which they are observable. However, these fair value estimates may not necessarily be indicative of the

amounts that could be realised or settled in a current market transaction. The three levels of the fair value hierarchy are as follows:

Level 3

-

-

Level 1

• Level 2 – inputs other than quoted prices included within Level 1 that are observable, either directly or indirectly, as of the reporting

date. Level 2 valuations are based on inputs, including quoted forward prices for commodities, market interest rates, and volatility

factors, which can be observed or corroborated in the marketplace. The Corporation obtains information from sources such as the

New York Mercantile Exchange and independent price publications.

US$'000

2017

US$'000

38,744

The Corporation has identified that it is exposed principally to these areas of market risk.

2016

(2,175)

5,179

7,898

(10)

7,898

-

-

US$'000

(2,192)

(419)

5,706

(1,220)

The following table presents the Corporation’s material financial instruments measured at fair value for each hierarchy level as of 31

March 2017:

7,812

(8,650)

(2,812)

US$'000

7,812

The table below presents the total gain on financial instruments that has been disclosed through the statement of income at the

quarter end:

-

US$'000

Level 2

(8,650)

Total Fair Value

(33,565)

(32,335)

-

-

(17)

39,163


i) Commodity Risk


Revaluation of commodity hedges

Realised gain on commodity hedges

Derivative Term Volume Average price

bbls

bbls

bbls

therms

* hedged with an average floor price of $46.85/bbl and a celling price of $60/bbl.

ii) Interest Risk


Revaluation of interest contracts


Revaluation of forex forward contracts

Realised (loss) on forex forward contracts

The table below presents the total gain on commodity hedges that has been disclosed through the statement of income at the

quarter end:

Commodity price risk related to crude oil prices is the Corporation’s most significant market risk exposure. Crude oil prices and

quality differentials are influenced by worldwide factors such as OPEC actions, political events and supply and demand

fundamentals. The Corporation is also exposed to natural gas price movements on uncontracted gas sales. Natural gas prices, in

addition to the worldwide factors noted above, can also be influenced by local market conditions. The Corporation’s expenditures

are subject to the effects of inflation, and prices received for the product sold are not readily adjustable to cover any increase in

expenses from inflation. The Corporation may periodically use different types of derivative instruments to manage its exposure to

price volatility, thus mitigating fluctuations in commodity-related cash flows.

2016

Total gain on commodity hedges

7,898

Total (loss) on forex forward contracts

iii) Foreign Exchange Rate Risk

2017

2017

5,723

(17)

The below represents commodity hedges in place at the quarter end:

Calculation of interest payments for the RBL Facility agreement incorporates LIBOR. The Corporation is therefore exposed to

interest rate risk to the extent that LIBOR may fluctuate.

-

(17)

US$'000

US$'000

US$'000

(1,639)

(419)

Apr 17 - June 17 261,541

There were no foreign exchange financial instruments in place at the quarter end.

- Total (loss) on interest contracts

-

Oil puts

$46.85 - $60.0/bbl*

1,704,100 $54/bbl

812,506

$69.6/bbl

2017

2016

The table below presents the total loss on foreign exchange financial instruments that has been disclosed through the statement of

income at the quarter end:

US$'000

(1,220)

The Corporation is exposed to foreign exchange risks to the extent it transacts in various currencies, while measuring and reporting

its results in US Dollars. Since time passes between the recording of a receivable or payable transaction and its collection or

payment, the Corporation is exposed to gains or losses on non USD amounts and on balance sheet translation of monetary

accounts denominated in non USD amounts upon spot rate fluctuations from quarter to quarter.

2016

US$'000

(2,175)

Apr 17 - June 18

18,200,000Gas puts Apr 17 - June 17 58p/therm

39,163

6,828

(32,335)

(10)

(10)

There were no interest rate financial instruments in place at the quarter end.

Oil collars

Oil swaps

Apr 17 - June 18

The table below presents the total loss on interest financial instruments that has been disclosed statement of income at the quarter

end:

US$'000


Accounts payable and accrued liabilities

Other long term liabilities

Borrowings

26. DERIVATIVE FINANCIAL INSTRUMENTS

31 March 31 December

US$'000 US$'000

Oil swaps

Oil puts

Oil collars

Gas swaps

Gas puts

Other

(107,853)

(614,585)

US$'000

(187,768)

2016

The Corporation also has credit risk arising from cash and cash equivalents held with banks and financial institutions. The maximum

credit exposure associated with financial assets is the carrying values.

(187,768)

(722,437)

The Corporation may be exposed to certain losses in the event that counterparties to derivative financial instruments are unable to

meet the terms of the contracts. The Corporation’s exposure is limited to those counterparties holding derivative contracts with

positive fair values at the reporting date. As at 31 March 2017, exposure is $7.8 million (31 December 2016: $11.5 million).

v) Liquidity Risk

2017

Liquidity risk includes the risk that as a result of its operational liquidity requirements the Corporation will not have sufficient funds to

settle a transaction on the due date. The Corporation manages liquidity risk by maintaining adequate cash reserves, banking

facilities, and by considering medium and future requirements by continuously monitoring forecast and actual cash flows. The

Corporation considers the maturity profiles of its financial assets and liabilities. As at 31 March 2017 substantially all accounts

payable are current.

Within 1 year

The following table shows the timing of cash outflows relating to trade and other payables.

-

-

-

The Corporation assesses partners’ credit worthiness before entering into farm-in or joint venture agreements. In the past, the

Corporation has not experienced credit loss in the collection of accounts receivable. As the Corporation’s exploration, drilling and

development activities expand with existing and new joint venture partners, the Corporation will assess and continuously update its

management of associated credit risk and related procedures.

-

US$'000

1 to 5 years

iv) Credit Risk

The Corporation regularly monitors all customer receivable balances outstanding in excess of 90 days. As at 31 March 2017,

substantially all accounts receivables are current, being defined as less than 90 days. The Corporation has no allowance for

doubtful accounts as at 31 March 2017 (31 December 2016: $Nil).

5,000

4,350

- 17

7,786

(2,422)

(110)

3,709

The Corporation’s accounts receivable with customers in the oil and gas industry are subject to normal industry credit risks and are

unsecured. Oil production from Cook, Broom, Dons, Pierce and Fionn is sold to Shell Trading International Ltd. Wytch Farm oil

production is sold on the spot market. Cook gas is sold to Shell UK Ltd and Esso Exploration & Production UK Ltd. Prior to

cessation of production, Causeway oil was sold to Shell Trading International Ltd and Topaz gas production was sold to Hartree

Partners Oil and Gas.

7,183

(1,797)(2,679)

3,461

(132)


27. FAIR VALUES OF FINANCIAL ASSETS AND LIABILITIES

Classification

Cash and cash equivalents (Held for trading)

Derivative financial instruments (Held for trading)

Accounts receivable (Loans and Receivables)

Deposits

Long-term receivable (Loans and Receivables)

Bank debt (Loans and Receivables)


Derivative financial instruments (Held for trading)

Other long term liabilities

Accounts payable (Other financial liabilities)

28. RELATED PARTY TRANSACTIONS

Country of incorporation % equity interest at 31 March

Ithaca Energy (UK) Limited Scotland 100% 100%

Ithaca Minerals (North Sea) Limited Scotland 100% 100%

Ithaca Energy (Holdings) Limited Bermuda 100% 100%

Ithaca Energy Holdings (UK) Limited Scotland 100% 100%

Ithaca Petroleum Limited England and Wales 100% 100%

Ithaca North Sea Limited England and Wales 100% 100%

Ithaca Exploration Limited England and Wales 100% 100%

Ithaca Causeway Limited England and Wales 100% 100%

Ithaca Gamma Limited England and Wales 100% 100%

Ithaca Alpha Limited Northern Ireland 100% 100%

Ithaca Epsilon Limited England and Wales 100% 100%

Ithaca Delta Limited England and Wales 100% 100%

Ithaca Petroleum Holdings AS Norway 100% 100%

Ithaca Technology AS Norway 100% 100%

Ithaca AS Norway 100% 100%

Ithaca Petroleum EHF Iceland 100% 100%

Ithaca SPL Limited England and Wales 100% 100%

Ithaca Dorset Limited England and Wales 100% 100%

Ithaca SP UK Limited England and Wales 100% 100%

Ithaca Pipeline Limited England and Wales 100% 100%

2017 - 247

2016 - -

5,870

(2,812)

5,870

31 March 2017

US$'000

Financial instruments of the Corporation consist mainly of cash and cash equivalents, receivables, payables, loans and financial

derivative contracts, all of which are included in these financial statements. At 31 March 2017, the classification of financial

instruments and the carrying amounts reported on the balance sheet and their estimated fair values are as follows:

1,142

US$'000 US$'000

Sales

Carrying Amount

Carrying

Amount

2016

(107,853)

Accounts Payable

2017

The following table provides the total amount of transactions that have been entered into with related parties during the quarter

ending 31 March 2017 and 31 March 2016, as well as balances with related parties as of 31 March 2017 and 31 December 2016:

135,105

60,157 59,922

(618,566)

The consolidated financial statements include the financial statements of Ithaca Energy Inc. and its wholly-owned subsidiaries, listed

below, and its net share in its associates FPU Services Limited and FPF-1 Limited.

Fair Value

Purchases

Accounts

Receivable

(2,812)

1,142

US$'000

(187,768) (187,768)

(107,428)

(12,650)(12,650)

27,199

(236,928)

11,512 11,512

667

59,922

(618,566)

(8,650)

(107,853) (107,428)

(4,329)

157,912

27,199

(4,329)

667

135,105

7,812 7,812

(614,585)

31 December 2016

(614,585)

60,157

(38)125

29

Fair Value

A director of the Corporation is a partner of Burstall Winger Zammit LLP who acts as counsel for the Corporation.

US$'000

Transactions between subsidiaries are eliminated on consolidation.

US$'000

-

(8,650)

157,912

(236,928)

Burstall Winger Zammit LLP


Loans to related parties Amounts owed from related parties

FPF-1 Limited

FPU Services Limited

29. SEASONALITY

30. SUBSEQUENT EVENTS

On the 12 May 2017 the Corporation announced that DKL Investments Limited, had notified Ithaca that it intends to carry out a

compulsory acquisition of all the remaining issued and outstanding common shares of the Company that are not currently owned by

Delek at the offer proce of C$1.95 per share. The Corporation further announced that it intends to seek the cancellation of its

admission to trading on the AIM market of the London Stock Exchange and to voluntarily delist from the TSX following completion of

the Compulsory Acquisition.

On the 4 May 2017 the Corporation announced that the share tendering process had now completed for the cash takeover offer

made by Delek Group Ltd. Following payment for the common shares tendered during the mandatory extension period for the Offer

that expired on 3 May 2017, Delek own 94.2% of the issued and outstanding common shares of the Company via its affiliate DKL

Investments Limited.

60,157 60,577

On 6 February 2017 the Corporation announced that it had entered into a definitive support agreement with Delek Group Ltd on the

terms of a cash takeover bid for all of the issued and to be issued common shares of Ithaca not currently owned by Delek or any of

its affiliates for C$1.95 per share.

On 20 April 2017 the Corporation announced that the conditions of the cash takeover offer for all the common shares of the

Company not owned by Delek Group Ltd. Subsequent to the quarter end conditions of a cash takeover offer for all the common

shares of the Company not owned by Delek Group Ltd. or any of its affiliates for C$1.95 per share have been satisfied and the Offer

had been accepted by holders of approximately 70.3% of the issued and outstanding common shares, not including the common

shares already owned by Delek prior to the announcement of the Offer.

54

60,523

2017 2016

60,111

US$'000 US$'000

The effect of seasonality on the Corporation's financial results for any individual quarter is not material.

46


q1 2017 consolidated financial statements · 2017-05-15 · consolidated statement of changes in...

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