CALGARY and LONDON, Aug. 18 /CNW/ - Solana Resources Limited (TSX-V:SOR; AIM:SORL), the Colombia focused independent oil and gas exploration and production company, today announces its results for the six month period ended June 30, 2008. These results should be read in conjunction with the Company's audited consolidated financial statements for the years ended December 31, 2007 and 2006. All numbers in this report are expressed in US dollars unless otherwise indicated.
Solana (www.solanaresources.com) is an international resource company engaged in the acquisition, exploration, development and production of oil and natural gas. The Company's properties are located in Colombia, South America and are held through its wholly owned subsidiary, Solana Petroleum Exploration (Colombia) Limited. The Company is headquartered in Calgary, Alberta, Canada.
Additional information (which does not form part of this announcement) is available on the Company's website at www.solanaresources.com and the SEDAR website at www.sedar.com.
HIGHLIGHTS - On July 29, 2008, Solana announced that it had entered into a definitive agreement providing for the business combination of Gran Tierra Energy Inc. and Solana Resources Limited. It is expected that the combination of the two companies will not only consolidate 100% of the working interest in Costayaco, a premium light oil asset in Colombia, but will also launch a substantive, well financed, South American focused entity with an outstanding land position and a portfolio of opportunities across the risk spectrum. - Record quarterly cash flow from operating activities of $20.5 million ($0.16/share) and after tax net income of $19.5 million ($0.16/share) - First half and second quarter 2008 average net of royalty production of 2,642 boepd and 3,029 boepd respectively. Second quarter 2008 net of royalty exit rate of 3,952 boepd. - First half 2008 cash flow from operating activities of $33.2 million ($0.26/share) and after tax net income of $27.2 million ($0.22/share). - No debt and a cash balance of $73.4 million as at June 30, 2008. - First half 2008 capital expenditures of $27.5 million. - The Company drilled the Primavera-1 well during February, 2008. In May, this well was successfully tested at a pump constrained 24 hour continuous maximum flow rate of 650 barrels of 40 degree API oil per day gross, 365 bopd net of royalty to Solana. - During March to May 2008, Costayaco-4D was drilled, logged and cased. Initial log interpretations, combined with core samples and hydrocarbon shows, indicate reservoir quality sandstones with 16 ft of potential oil pay in the Kg sand, 18 ft in the U sand, 38 ft in the T sand of the Villeta formation, and 134 ft of potential oil pay in the Caballos formation. This is approximately 25% more potential net pay than in any of the previous three wells in the field. - Subsequent to Q2, 2008, Costayaco-5 reached a total measured depth of 8,703 feet on July 27, 2008, encountering the same reservoir sequences as the other Costayaco wells with good oil shows in the Rumiyaco Kg formation, the Villeta U and T formations and the Upper Caballos formation. No definitive oil-water contact is apparent in the Villeta T, however testing will be required to confirm whether water is present in certain intervals. The Upper Caballos also appears to have good oil saturations and thicknesses comparable to previous wells drilled in the field. The top of the Villeta T was encountered at a shallower depth than expected and oil shows were encountered deeper than expected in both the Villeta T and the Upper Caballos reservoirs; both results have the potential to add significant reserves to the west flank of the field.
OPERATIONAL UPDATE
LOWER MAGDALENA BASIN
The Lower Magdalena basin is located in northwest Colombia. It covers an area of approximately 87,000 km(2) and contains Solana's Magangue block.
MAGANGUE BLOCK
The Magangue block is held pursuant to the Magangue Association Contract. Solana is the operator of the block with a 37.8% working interest and has partners, Empresa Colombiana de Petroleos SA (Ecopetrol) with a 58% working interest, and Technopetrol, a Colombian company, with a 4.2% working interest.
Solana operates the Guepaje gas field on the 84 km(2) Magangue block, which borders the Pacific Rubiales La Creciente block where there was a significant gas discovery, in the same productive formation as the Guepaje gas field, in 2006. The Pacific Rubiales discovery came on production in January 2008, greatly increasing local line pressure and effectively backing out Guepaje gas production. Guepaje restarted production on June 25, 2008, producing at market restricted rates into a low pressure line supplying local needs. Guepaje was producing 520 mcfd gross, 157 mcfd net of royalty to Solana, on June 30, 2008. A new compressor has been ordered, which will allow the field to produce at capacity, and is expected to be installed in late Q3, 2008.
CATATUMBO BASIN
The Catatumbo Basin is a 7,350 km(2) sub-basin, forming the southwest flank of Venezuela's prolific Maracaibo Basin. Solana has one block in the Catatumbo sub-basin.
CATGUAS BLOCK
Solana is the operator of the 1,591 km(2) Catguas block with a 100% working interest. In the southern 70% of the block, Trayectoria Oil and Gas, Sucursal Colombia, has a 15% beneficial interest, and a 50% beneficial interest in the remainder. The block is held under an ANH contract.
Phase 1 (November 17, 2005 to May 17, 2007) commitments were fulfilled by drilling the relatively shallow Tres Curvas-1 and Cocodrilo-1 wells.
Tres Curvas-1 tested a combined maximum 180 bopd from two Catatumbo formation zones and was completed as a new oilfield discovery. The well resumed production on July 10, 2008 and is currently producing 53 bopd gross, 41 bopd net of royalty to Solana, on a long term test with a progressive cavity pump.
During phase 2 (May 17, 2007 to November 17, 2008) Solana must drill one exploration well and re-enter one existing well. Due to the lack of a suitable re-entry candidate Solana is planning to drill two wells, testing deeper targets. A combination of security, infrastructure, topographical, and environmental challenges has significantly delayed progress on this block such that these wells are now scheduled for H1 2009. Solana has received verbal assurances from the requisite Colombian government authorities that the delay in meeting phase 2 work commitments will not jeopardize Solana's Catguas block rights. At the end of this phase a certain portion of this block must be relinquished. In view of the prospectivity of the block and to reduce the relinquishment area to 15%, the Company has started the acquisition of 132 line-km of 2-D and 50 km(2) 3-D seismic data. The 3-D seismic is designed to delineate the shallower Tres Curvas channel discovery and the 2-D to assist in selection of the second well to be drilled from the five prospects identified on a large anticlinal feature. The Company is receiving full co-operation and support from all branches of the Colombian government.
LLANOS BASIN
The Llanos basin is located northeast of Bogota, the capital of Colombia, on the east side of the Andes Mountains. This basin covers an area of approximately 200,000 km(2) and holds Colombia's largest number of oil fields and proved oil reserves.
At the beginning of the second quarter of 2008 Solana had working interests in six blocks in the Llanos Basin, covering an area of 2,015 km(2). These blocks are from North to South: Guachiria Norte, Colonia, San Pablo, Guachiria, Guachiria Sur and Garibay and are in the part of the Llanos Basin where drilling and seismic activity is generally restricted to a four-month weather window from December to March. During the second quarter, Solana relinquished the Colonia block.
GUACHIRIA NORTE BLOCK
Solana is the Operator of the 412 km(2) Guachiria Norte block with a 100% working interest. Lewis Energy Colombia has a 30% beneficial interest in this block. The block is located approximately 250 km northeast of Bogota and is subject to ANH contract.
During Phases 3 and 4 (March 21, 2007 to March 21, 2009) Solana is required to drill two exploration wells and acquire 25 km(2) of 3-D seismic data.
Solana is currently reprocessing the existing 157 km(2) Onyx 3-D seismic survey to optimize the location of the next wells. Within this area is a significant Carbonera C5 channel target which the Company intends to test. The Company plans to drill the commitment wells prior to the March 21, 2009 deadline.
COLONIA BLOCK
On June 25, 2007, Solana acquired the 439 km(2) Colonia block, situated immediately to the west of the Guachiria Norte block. Solana was required to acquire 55 km(2) of 3-D seismic data and to reprocess the existing 2-D seismic data during the first phase (June 25, 2007 until June 25, 2008). The acquisition of the 3-D seismic data was completed and interpretation of the processed data failed to identify viable prospects. The Block was relinquished on June 18, 2008.
SAN PABLO BLOCK
On June 25, 2007, Solana acquired a 100% interest in the 423 km(2) San Pablo block, situated immediately to the west of the Guachiria Sur block and to the south of the Colonia block. During the first phase (June 25, 2007 until June 25, 2008) Solana had to acquire 50 km(2) of 3-D seismic data. This data was acquired in December 2007 and has been processed. During Phase 2 (June 25, 2008 until June 25, 2009) the Company has to drill one exploration well with a similar commitment in each of the subsequent four annual phases. This block is subject to an ANH contract.
This seismic clearly indicates the extension of the significant Carbonera C-5 channel prospect, identified on Guachiria Norte and Guachiria Sur, into this block. The Ocarro-1 West well is scheduled to be drilled in Q1, 2009.
GUACHIRIA BLOCK
Solana is the operator of the 68 km(2) Guachiria block with a 100% working interest. Lewis Energy Colombia has a 30% beneficial interest in this block. The block adjoins the Guachiria Norte block immediately to the South. This block was acquired from Ecopetrol and is subject to a standard ANH contract plus an additional 13% royalty payable to Ecopetrol.
The commitment for Phase 4 (June 1, 2007 to June 1, 2008) is to drill one exploration well. The Company drilled the Primavera-1 well during February, 2008. In May, this well was successfully tested at a pump constrained 24 hour continuous maximum flow rate of 650 barrels of 40 degree API oil per day, gross, 365 bopd net of royalty to Solana, from eight feet of perforations, 6,682 to 6,690 ft, in the Carbonera C-7 formation. The well produced with a stable water cut of approximately 58% during this maximum flow period. Primavera-1 is scheduled to be put on a long term production test in early August, 2008.
Solana has a commitment to drill one exploration well in Phase 5 (June 1, 2008 to June 1, 2009). This commitment will be met with the Los Aceites-1 well which commenced drilling operations on August 2, 2008. This well is testing a closed structure that was defined with 3-D seismic and is targeting the Carbonera C5 and C7 formations. Los Aceites-1 is approximately 3.3 kilometres south of, roughly 80 feet structurally higher than, and on trend with the Primavera-1. The well has a projected depth of 7,100 feet and is anticipated to take 20 days to drill, with testing to follow.
Solana's Yalea-1 well restarted production on April 12, 2008 and was producing 18 bopd gross, 10 bopd net of royalty to Solana, on June 30, 2008.
GUACHIRIA SUR BLOCK
Solana is the operator of the 366 km(2) Guachiria Sur block with a 100% working interest. Lewis Energy Colombia has a 30% beneficial interest in this block. The block is to the west and the south of the Guachiria block and to the south of the Guachiria Norte block. This block is subject to an ANH contract.
The Guachiria Sur Phase 3 (October 25, 2007 to October 25, 2008) commitment is to drill one exploration well. The Company drilled the Palmitas-2 well during March, 2008, resulting in a potential Carbonera structural play discovery. Although good oil shows were observed during drilling and log analysis indicated potential oil pay in the C-7, the well tested water. The well is currently shut-in pending a workover.
GARIBAY BLOCK
Solana was originally the operator and held a 100% working interest in the 307 km(2) Garibay block. The block is located approximately 170 km east of Bogota and is subject to an ANH contract.
During Phase 3 (October 25, 2007 to October 25, 2008), the Company is required to drill one exploration well. On November 17, 2007, Solana farmed out a 50% working interest and operatorship to Cepsa Colombia SA. Pursuant to this agreement, Solana was fully carried on the Phase 3 commitment well, Topocho-1, which was drilled and, after extensive testing, was abandoned.
PUTUMAYO BASIN
The Putumayo basin is located in southwest Colombia and extends into Ecuador, where it is called the Oriente (Ecuador)-Maranon (Peru) Basin. It covers an area of approximately 320,000 km(2) and Solana holds interests in the Guayuyaco block and the Chaza block totalling 536 km(2) in this basin.
GUAYUYACO BLOCK
Solana holds a 35% non-operated net working interest in the 212 km(2) Guayuyaco block, located approximately 290 km southwest of Bogota. Gran Tierra Energy Inc. is the operator with a 35% working interest. Ecopetrol has a 30% working interest in the Guayuyaco field which was producing 502 bopd gross, 162 bopd net of royalty to Solana, on June 30, 2008. All commitments have been fulfilled and the block is being further developed under an Association Contract.
During the first quarter of 2007 Solana participated in drilling the Juanambu-1 discovery well which was productive in the Caballos, Villeta T and Rumiyaco Kg formations. The well has been completed with a jet pump and the tubing string configured to allow for production from selected zones. Juanambu-1 was producing 985 bopd gross, 317 bopd net of royalty to Solana, on June 30, 2008.
Trucking operations have been replaced with a six kilometre six inch flowline that went into operation on February 29, 2008. The line connects Juanambu-1 into the nearby Toroyaco facility and from there into existing infrastructure.
CHAZA BLOCK
Solana has a 50% working interest in the 325 km(2) Chaza block, immediately west of the Guayuyaco block. Gran Tierra, the operator, holds the other 50% in the block. The block is held under an ANH contract.
During Phase 2 (June 27, 2006 to June 26, 2007) the partners drilled the Costayaco-1 discovery well. This well is currently on a long term test and was producing 3,168 bopd gross, 1,457 bopd net of royalty to Solana, on June 30, 2008. Costayaco-2 was producing 3,308 bopd gross, 1,522 bopd net of royalty to Solana, on June 30, 2008. Costayaco-3 was producing 971 bopd gross, 447 bopd net of royalty to Solana, on June 30, 2008. Production is trucked to facilities at Uchupayaco that were constructed in the second half of 2007. A ten kilometre, eight inch pipeline, tying into existing infrastructure at Uchupayaco, is being built to replace trucking operations. This line was completed on July 29, 2008.
During March to May 2008, Costayaco-4D was drilled on a crestal location approximately 540 metres north of Costayaco-2 and was subsequently completed as an oil well. Cores were obtained from the two primary reservoirs: 60 feet from the Villeta T sandstones and 30 feet from the Caballos sandstones. Hydrocarbon shows and lithology similar to Costayaco-1 and Costayaco-2 were encountered. Initial log interpretations, combined with core samples and hydrocarbon shows, indicate reservoir quality sandstones with 16 feet of potential oil pay in the Kg sand, 18 feet in the U sand, 38 feet in the T sand of the Villeta formation, and 134 feet of potential oil pay in the Caballos formation. Completion and testing of the well is scheduled for August, 2008.
Costayaco-5 reached a total measured depth of 8,703 feet on July 27, 2008, encountering the same reservoir sequences as the other Costayaco wells with good oil shows in the Rumiyaco Kg formation, the Villeta U and T formations and the Upper Caballos formation.
Initial log interpretations, combined with cuttings and shows indicate excellent reservoir with fair to good oil saturations in the primary Villeta T formation, with thicknesses comparable to previous wells in the field. No definitive oil-water contact is apparent in the Villeta T however, testing will be required to confirm whether water is present in certain intervals. The Upper Caballos also appears to have good oil saturations and thicknesses comparable to previous wells drilled in the field. The Lower Caballos is well developed, but appears to be water bearing. The top of the Villeta T was encountered at a shallower depth than expected and oil shows were encountered deeper than expected in both the Villeta T and the Upper Caballos reservoirs; both results have the potential to add significant reserves to the west flank of the field. Testing operations are expected to commence in mid August and will take approximately one month to complete.
A continuous delineation and development drilling campaign in the Costayaco field is planned for the balance of 2008 and through 2009. The details of this program will be finalized in the fourth quarter of 2008.
Work is underway to reduce existing infrastructure production constraints beyond Uchupayaco. It is currently anticipated that up to 10,000 bopd gross could be accommodated during the second half of 2008. Additionally, the opportunity to truck an additional 3,000 to 5,000 bopd north to Neiva is being investigated. A second stage of infrastructure expansion, to accommodate the anticipated increase in production from the continuing Costayaco drilling program, is currently being evaluated.
Mr. Glenn Van Doorne, Chief Operating Officer of Solana, a Petroleum Geologist, is the qualified person who has reviewed the technical information contained in this news release.
OPERATING RESULTS
Selected Quarterly Information
The following table summarizes selected financial data for Solana for each of the two most recently completed financial six month periods ended June 30, 2008 and 2007.
Unless otherwise noted, all currency amounts are stated in US dollars.
June 2008 June 2007
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Three Six Three Six
months months months months
ended ended ended ended
-------------------------------------------------------------------------
$ $ $ $
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Revenue
Production Revenue,
net of
Royalties 31,673,778 47,940,348 1,387,542 2,801,468
Operating costs 3,757,695 6,051,140 817,675 1,474,253
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27,916,083 41,889,208 569,867 1,327,215
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Expenses
General and
administrative 1,320,953 2,811,552 1,319,363 2,380,667
Depletion, depreciation
and accretion 4,174,757 6,478,965 945,635 2,212,543
Foreign exchange
loss (gain) (758,723) (248,301) 199,233 224,888
Stock-based
compensation 872,983 3,480,991 1,207,881 2,825,074
---------------------------------------------------
5,609,970 12,523,207 3,672,112 7,643,172
Other income/(expenses)
Interest and other 265,071 999,774 339,285 470,399
Income taxes (3,053,711) (3,119,646) (39,257) (89,257)
---------------------------------------------------
(2,788,640) (2,119,872) 300,028 381,142
---------------------------------------------------
Net income (loss) 19,517,473 27,246,129 (2,802,217) (5,934,815)
Net income (loss)
per share, basic 0.16 0.22 (0.03) (0.06)
Net income (loss)
per share, diluted 0.15 0.21 (0.03) (0.06)
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June 30, December 31,
2008 2007
-------------------------------------------------------------------------
$ $
Share capital 197,179,178 187,223,652
Working capital 88,303,377 70,974,442
Petroleum and natural gas properties 102,929,728 81,963,075
Total assets 211,120,142 166,641,302
Total current liabilities 16,639,228 9,307,557
Shareholders' equity 192,346,056 155,359,807
Cash dividends per share NIL NIL
Results of operations for the three and six month periods ending June 30,
2008
This consolidated financial information includes the revenue and expenses of the Company for the six month periods ended June 30, 2008 and 2007. During the six month period ended June 30, 2008, revenue after royalties from operations amounted to $47,940,348. In this same period, operating costs were $6,051,140 resulting in an operating profit of $41,889,208. During the six month period ended June 30, 2007, the Company generated operating revenue after royalties of $2,801,468. In this same period operating costs were $1,474,253 resulting in an operating profit of $1,327,215. This significant increase in operating profit in the period ending June 30, 2008, is mainly a consequence of additional production from the Costayaco and Juanambu 2007 discoveries and higher oil prices.
The Company produced on average 2,642 boepd for the six months ended June 30, 2008 and 468 boepd for the six months ended June 30, 2007.
The Company's revenue, realized after royalties, operating costs and net backs for the three and six month periods ended June 30, 2008 and 2007 are as follows:
June 30, 2008 June 30, 2007
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Three Six Three Six
months months months months
ended ended ended ended
Oil
Bopd - Average 3,029 2,642 242 296
Revenue, net of
royalties per barrel $104.43 $100.02 $52.65 $44.51
Net operating costs
per barrel $13.63 $12.58 $21.15 $19.09
Gas
Mscf per day - Average 10 44 1,019 1,034
Revenue, net of
royalties per Mscf - $2.23 $2.16 $2.22
Net operating
costs per Mscf - $19.40 $0.87 $0.89
Gas operating costs for the six months ended June 30, 2008 are unusually high as the Company Guepaje gas field only produced for the last six days of the six month period and all fixed operating costs are attributed to this small volume.
General and administrative expenses for the three and six month periods ended June 30, 2008 amounted to $ 1,320,953 and $ 2,811,552, respectively, in comparison to the three and six month period ended June 30, 2007, which were to $1,319,363 and $2,380,667, respectively.
The substantial components of general and administrative expenses are as follows:
June 30, 2008 June 30, 2007
-------------------------------------------------------------------------
Three Six Three Six
months months months months
ended ended ended ended
$ $ $ $
General office 162,747 291,247 158,482 217,076
Salaries & benefits 680,821 1,788,829 707,559 1,506,687
Professional fees 360,171 474,020 135,429 212,503
Public company cost 107,171 185,831 156,548 202,160
Consulting fees 10,043 71,625 161,345 242,241
---------------------------------------------------
1,320,953 2,811,552 1,319,363 2,380,667
---------------------------------------------------
---------------------------------------------------
Salaries and benefits increased as employees were added in response to a growing level of activity across the organization. Professional fees and public company costs are mainly comprised of consultancy and legal expenses, which increased in accordance with the Company's activity levels.
Depletion, depreciation and accretion amounted to $4,174,757 and $6,478,965 for the three and six month periods ended June 30, 2008, compared to the same periods in 2007, which were $945,635 and $2,212,543 respectively. The variance is due mainly to the impact of the booking additional reserves and higher production rates.
The foreign exchange gain amounted to $758,723 and $248,301 for the three and six month periods ended June 30, 2008, reflecting variations of the Canadian dollar against the U.S. dollar during these periods, compared with a loss of $199,233 and $224,888 for same periods ended June 30, 2007.
Stock-based compensation amounted to $872,983 and $3,480,991 for the three and six month period ended June 30 2008, respectively, as compared to $1,207,881 and $2,825,074 for same periods ended June 30, 2007. The increase in the first half of 2008, in comparison with the first half of 2007 is mainly due to the additional stock compensation expense of $763,208 (2007 - $Nil) related to performance warrants recognized as part of the Breakaway acquisition (see Note 3 to the financial statements for the years ended December 31, 2007 and 2006).
Other income and expenses relate to interest income amounting to $265,071 and $999,774 for the three and six month periods ended June 30, 2008, respectively, compared to $339,285 and $470,399 for the same periods ended June 30, 2007. Even though interest rates were lower during first half of 2008 in comparison with the first half of 2007, higher cash balances held throughout the current period resulted in greater interest income.
The resulting net income, amounting to $19,517,473 and $27,246,129 for the three and six month periods ended June 30, 2008, respectively, compared with losses of $2,802,217 and $5,934,815 for the same periods ended June 30, 2007, are representative of a higher production levels in Colombia and significantly higher oil prices in the current period.
Selected Quarterly Financial Information
The following table sets out selected unaudited quarterly financial information of Solana and is derived from unaudited quarterly financial statements prepared by management. Solana's interim financial statements are prepared in accordance with Canadian generally accepted accounting principles and are expressed in US dollars.
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SUMMARY OF QUARTERLY RESULTS
QUARTERS ENDED
June 30, Mar 31, Dec 31, Sep 30,
2008 2008 2007 2007
$ $ $ $
Additions to
Petroleum and Natural
Gas properties 14,046,819 13,255,246 8,336,394 7,191,743
Total revenues 31,938,849 17,001,273 12,768,179 3,345,664
General and
administrative
expenses 1,320,953 1,490,599 1,582,711 1,165,775
Depletion, depreciation
and accretion 4,174,757 2,304,208(1) 1,558,115 2,018,435
Foreign exchange
(income) loss (758,723) 510,421 (385,373) 237,775
Stock-based
compensation 872,983 2,608,009 9,512,159 1,302,779
Income (loss)
after taxes 19,517,473 7,728,656(1) (999,906) (2,348,505)
Income (loss)
per share, basic 0.16 0.06(1) (0.01) (0.02)
Income (loss)
per share, diluted 0.15 0.06(1) (0.01) (0.02)
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June 30, Mar 31, Dec 31, Sep 30,
2007 2007 2006 2006
$ $ $ $
Additions to
Petroleum and Natural
gas properties 10,486,480 7,274,457 7,902,112 4,402,811
Total revenues 1,726,827 1,545,040 2,049,754 3,652,608
General and
administrative
expenses 1,319,363 1,061,304 2,042,166 423,640
Depletion, depreciation
and accretion 945,635 1,266,908 2,441,325 886,985
Impairment - - 29,822,544 -
Foreign exchange
(income) loss 199,233 25,655 160,105 (3,424,333)
Stock-based
compensation 1,207,881 1,617,193 2,300,703 209,875
Income (loss)
after taxes (2,802,217) (3,132,598) (31,076,705) 4,989,157
Income (loss) per share,
basic and diluted (0.03) (0.03) (0.34) 0.05
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(1) Amounts have been amended to correct an over depletion in the quarter
ended March 31, 2008 of $1.2 million.
LIQUIDITY
Solana's working capital increased from $70,974,442 at March 31, 2008, to $88,303,377 at June 30, 2008, largely due to the increase in accounts receivable corresponding to crude sales from the Costayaco and Juanambu fields.
The Company's cash balances at June 30, 2008, amounting to $73,401,767 are committed to the Company's planned capital expenditure program in Colombia. The Company does not currently require additional financing in order to fund its ongoing exploration, appraisal and development programs.
The Company does not have any long term debt.
SUMMARY OF CASH INFLOWS AND OUTFLOWS
The company incurred cash inflows from operations amounting to $20,563,410 and $33,204,066 for the three and six month periods ended June 30, 2008, compared to the same periods in 2007 which incurred cash outflows amounting to $696,437 and $804,160. This difference is substantially due to the impact of higher production and higher oil prices.
Solana's net cash inflow from financing activities amounted to $6,259,129 for the six month period ended June 30, 2007, relating to proceeds obtained from stock option and warrant exercises in May and June 2008, compared to $Nil for the six month period ended June 30, 2007.
The Company incurred cash outflows from its investing activities of $8,245,527 and $28,076,989 for the three and six month periods ended June 30, 2008 as compared to $8,642,779 and $12,571,659 for the three and six month periods ended June 30, 2007. The bulk of the cash outflow for the six month period ended June 30, 2008 was attributable to expenditures on petroleum and natural gas properties of $27,302,065.
RELATED PARTY TRANSACTIONS
The Company paid $30,169 (2007 - $28,158) in service fees in the current six month period ended June 30, 2008, to a company controlled by a director of the Company. During this period $3,640 (2007 - Nil) was also paid to a director for consulting services in Colombia. These fees are included in general and administrative expense.
CAPITALIZATION
Authorized share capital consists of an unlimited number of common shares.
Continuity of common shares Number of Amount
Shares $
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Balance, December 31, 2007 123,176,792 187,223,652
Shares in escrow earned in period - 1,123,917
Exercise of performance warrants 2,500,000 6,621,780
Exercise of stock options 750,000 2,209,829
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Balance, June 30, 2008 126,426,792 197,179,178
------------------------------------------------------------------------
Continuity of warrants Number
------------------------------------------------------------------------
Balance, December 31, 2007 10,000,000
Exercised in period (2,500,000)
-------------------------------------------------------------------------
Balance, June 30, 2008 7,500,000
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Continuity of stock options Weighted
Number of Average
Options Exercise
Price
$
-------------------------------------------------------------------------
Balance, December 31, 2007 4,625,000 1.75
-------------------------------------------------------------------------
Issued in period 230,000 4.01
Exercised in period (750,000) 1.67
Expired in period (60,000) 2.33
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Balance, June 30, 2008 4,045,000 1.89
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Performance warrant terms
-------------------------------------------------------------------------
Strike price Cdn$2.00/share
Expiry April 4, 2010
All performance warrants are fully vested as the Company shares have
traded at a weighted average price exceeding Cdn$2.75 per share for a
45 consecutive day period.
SUBSEQUENT EVENT
On July 29, 2008, Solana announced that it had entered into a definitive agreement providing for a business combination with Gran Tierra Energy Inc. It is expected that the combination of the two companies will not only consolidate 100% of the working interest in Costayaco, a premium light oil asset in Colombia, but will also launch a substantive, well financed, South American focused entity with an enviable land position and a portfolio of opportunities across the risk spectrum. Management of the two companies expects that the combination will provide many benefits, including:
- Creation of a stronger South American oil producer with significant producing assets in Colombia; - Significant exploration portfolio properties in each of Colombia, Argentina and Peru; - Consolidation of 100% of the working interest in the Costayaco field (95% economic interest excluding government royalties), a major light oil discovery made in Colombia in 2007, currently under delineation and development; - An entity with a pro-forma enterprise value of approximately $1.35 billion based on Gran Tierra's stock price on July 28, 2008, which is expected to result in enhanced liquidity and a more competitive cost of capital; and - Strong pro-forma cash flows which are expected to allow the combined entity to internally finance the exploration and development of the Costayaco field, pursue other exploration opportunities on the combined company's large undeveloped land base in Colombia, Argentina and Peru, and pursue additional new venture growth opportunities.
A summary of the transaction can be found in Note 14 to the second quarter 2008 financial statements.
BUSINESS RISK AND UNCERTAINTIES
The Company's business is subject to risks inherent in oil and gas exploration and development operations. In addition, there are risks associated with the foreign jurisdiction in which the Company operates. The Company has identified certain risks pertinent to its business, including: exploration and reserve risks, drilling and operating risks, costs and availability of materials and services, capital markets and the requirement for additional capital, loss of or changes to production sharing, joint venture or related agreements, economic and sovereign risks, possibly less developed legal systems, reliance on strategic relationships, market risk, volatility of future oil and gas prices and foreign currency risk.
Solana attempts to monitor, assess and mitigate certain of these risks by retaining an experienced team of professionals and using modern technology. Further, the Company has focused its activities in known hydrocarbon basins in a jurisdiction that has previously established long-term oil and gas ventures with foreign oil and gas companies, existing infrastructure of services and oil and gas transportation facilities, and reasonable proximity to markets. The Company also retains consultants resident in Colombia to monitor economic and political developments and to assist with operating, administrative and legal matters. There are certain risks, however, over which the Company has little or no control.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
Petroleum and Natural Gas Operations
The Company follows the full cost method of accounting for petroleum and natural gas operations, whereby all costs of exploring for and developing petroleum and natural gas reserves are capitalized in country-by-country cost centres. Such costs include land acquisition costs, geological and geophysical costs, carrying charges on non-producing properties, costs of drilling both productive and non-productive wells, interest costs on major development projects and overhead charges directly related to acquisition, exploration and development activities.
The costs (including exploratory dry holes) in cost centres from which there has been no commercial production are not subject to depletion until commercial production commences. The capitalized costs are assessed to determine whether it is likely such costs will be recovered in the future. To the extent there are costs which are not likely to be recovered in the future, they are written-off.
The costs in cost centres from which there is production, together with the cost of production equipment, are depleted and depreciated on the unit-of-production method, based on the estimated proved reserves after royalties. Petroleum and natural gas reserves and production are converted into equivalent units, based upon estimated relative energy content. Costs of acquiring and evaluating significant unproved properties are excluded from the depletion calculations. These unproved properties are assessed to determine whether impairment has occurred. When proved reserves are assigned or the carrying value of the property is considered to be impaired, the cost of the property or the amount of the impairment is added to costs subject to depletion.
Petroleum and natural gas properties are subject to a ceiling test in each reporting period to determine that the costs are not impaired and do not exceed the fair value of the properties. The costs are assessed to be not impaired if the sum of the undiscounted cash flows expected from the production of proved reserves and the cost of unproved properties, net of impairment allowances of unproved properties exceed the carrying value of the petroleum and natural gas properties. If the carrying value of the petroleum and natural gas properties is determined to be impaired, an impairment loss is recognized to the extent that the carrying value exceeds an estimated fair value. The fair value estimate is normally based on the sum of the discounted cash flows expected from the production of proved and probable reserves plus the cost of unproved properties, net of impairment allowances. The cash flows are estimated using forecast product prices and costs and are discounted using a risk-free interest rate.
Proceeds from the sale of petroleum and natural gas properties are applied against capitalized costs, with no gain or loss recognized, unless such a sale would alter the depletion rate by more than 20%.
ADVISORY REGARDING FORWARD-LOOKING STATEMENTS
Certain statements contained in this MD&A may constitute forward-looking statements. These statements relate to future events or the Company's future performance. All statements, other than statements of historical fact, may be forward-looking statements. Forward-looking statements are often, but not always, identified by the use of words such as "seek", "anticipate", "plan", "continue", "estimate", "expect", "may", "will", "project", "predict", "propose", "potential", "targeting", "intend", "could", "might", "should", "believe" and similar expressions. These statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking statements. The Company believes that the expectations reflected in those forward-looking statements are reasonable but no assurance can be given that these expectations will prove to be correct and such forward-looking statements included in this MD&A should not be unduly relied upon by investors as actual results may vary. These statements speak only as of the date of this MD&A and are expressly qualified, in their entirety, by this cautionary statement.
In particular, this MD&A contains forward-looking statements, pertaining to the following: - capital expenditure programs; - development of resources; - treatment under governmental regulatory and taxation regimes; - expectations regarding the Company's ability to raise capital; - expenditures to be made by the Company to meet certain work commitments; and - work plans to be conducted by the Company. With respect to forward-looking statements listed above and contained in this MD&A, the Company has made assumptions regarding, among other things: - the legislative and regulatory environment; - the impact of increasing competition; - unpredictable changes to the market prices for oil and natural gas; - that costs related to development of the oil and gas properties will remain consistent with historical experiences; - anticipated results of exploration activities; and - the Company's ability to obtain additional financing on satisfactory terms. The Company's actual results could differ materially from those anticipated in these forward-looking statements as a result of the risk factors set forth below and elsewhere in this MD&A: - volatility in the market prices for oil and natural gas; - uncertainties associated with estimating resources; - geological, technical, drilling and processing problems; - liabilities and risks, including environmental liabilities and risks, inherent in oil and natural gas operations; - fluctuations in currency and interest rates; - incorrect assessments of the value of acquisitions; - unanticipated results of exploration activities; - competition for, among other things, capital, acquisitions of reserves, undeveloped lands and skilled personnel; - lack of availability of additional financing and farm-in or joint venture partners; and - unpredictable weather conditions.
The Company's actual results could differ materially from those anticipated in these forward-looking statements as a result of these risk factors set forth above.
August 18, 2008
SOLANA RESOURCES LIMITED
INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the Three and Six-Month Periods Ended
June 30, 2008, and 2007
(Unaudited)
SOLANA RESOURCES LIMITED
INTERIM CONSOLIDATED BALANCE SHEETS
(Unaudited)
Expressed in US dollars
June 30, December 31,
2008 2007
------------ ------------
$ $
Assets
Current
Cash and cash equivalents 73,401,767 71,537,827
Accounts receivable 27,138,494 7,954,162
Future income tax asset (Note 11) 4,000,375 -
Prepaid expenses 401,969 790,010
------------ ------------
104,942,605 80,281,999
Deposits (Note 3) 1,178,750 3,156,750
Petroleum and natural gas properties 102,929,728 81,963,075
Other capital assets 964,670 877,051
Other receivables 725,753 -
Investment (Note 4) 378,636 362,427
------------ ------------
211,120,142 166,641,302
------------ ------------
------------ ------------
Liabilities
Current:
Accounts payable and accrued liabilities 9,519,207 9,307,557
Income tax payable 7,120,021 -
------------ ------------
16,639,228 9,307,557
Asset retirement obligations (Note 5) 2,134,858 1,973,938
------------ ------------
18,774,086 11,281,495
------------ ------------
Shareholders'equity
Share capital (Note 6) 197,179,178 187,223,652
Contributed surplus (Note 6) 11,547,195 11,762,601
Accumulated other comprehensive income 5,791,923 5,791,923
Deficit (22,172,240) (49,418,369)
------------ ------------
(16,380,317) (43,626,446)
------------ ------------
192,346,056 155,359,807
------------ ------------
211,120,142 166,641,302
------------ ------------
------------ ------------
SOLANA RESOURCES LIMITED
INTERIM CONSOLIDATED STATEMENT OF INCOME (LOSS),
COMPREHENSIVE INCOME (LOSS) AND DEFICIT
(Unaudited)
Expressed in US Dollars
June 30, 2008 June 30, 2007
Three months Six months Three months Six months
ended ended ended ended
$ $ $ $
------------ ------------ ------------ ------------
Revenue
Oil and gas revenues,
net of royalties 31,673,778 47,940,348 1,387,542 2,801,468
Interest 265,071 999,774 339,285 470,399
------------ ------------ ------------ ------------
31,938,849 48,940,122 1,726,827 3,271,867
------------ ------------ ------------ ------------
Expenses
Operating 3,757,695 6,051,140 817,675 1,474,253
General and
administrative 1,320,953 2,811,552 1,319,363 2,380,667
Depletion,
depreciation and
accretion 4,174,757 6,478,965 945,635 2,212,543
Foreign exchange
loss (gain) (758,723) (248,301) 199,233 224,888
Stock-based
compensation (Note 6) 872,983 3,480,991 1,207,881 2,825,074
------------ ------------ ------------ ------------
9,367,665 18,574,347 4,489,787 9,117,425
------------ ------------ ------------ ------------
Income (loss) before
income taxes 22,571,184 30,365,775 (2,762,960) (5,845,558)
Income taxes (Note 11)
- Current 7,054,086 7,120,021 39,257 89,257
- Future (4,000,375) (4,000,375) - -
------------ ------------ ------------ ------------
3,053,711 3,119,646 39,257 89,257
------------ ------------ ------------ ------------
Net income (loss)
and comprehensive
income (loss) 19,517,473 27,246,129 (2,802,217) (5,934,815)
Deficit, beginning
of period (41,689,713) (49,418,369) (43,267,742) (40,135,144)
------------ ------------ ------------ ------------
Deficit, end of
period (22,172,240) (22,172,240) (46,069,959) (46,069,959)
------------ ------------ ------------ ------------
------------ ------------ ------------ ------------
Income (loss) per
share, basic (Note 7) 0.16 0.22 (0.03) (0.06)
------------ ------------ ------------ ------------
------------ ------------ ------------ ------------
Income (loss)
per share, diluted
(Note 7) 0.15 0.21 (0.03) (0.06)
------------ ------------ ------------ ------------
------------ ------------ ------------ ------------
SOLANA RESOURCES LIMITED
INTERIM CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited)
Expressed in US Dollars
June 30, 2008 June 30, 2007
Three months Six months Three months Six months
ended ended ended ended
$ $ $ $
------------ ------------ ------------ ------------
Operating activities
Net Income (loss) 19,517,473 27,246,129 (2,802,217) (5,934,815)
Items not involving
cash:
Unrealized
foreign exchange
loss (gain) (1,428) (1,644) (47,736) 93,038
Depletion,
depreciation
and accretion 4,174,757 6,478,965 945,635 2,212,543
Future income
tax (4,000,375) (4,000,375) - -
Stock-based
compensation 872,983 3,480,991 1,207,881 2,825,074
------------ ------------ ------------ ------------
20,563,410 33,204,066 (696,437) (804,160)
Changes in non-cash
working capital (7,600,857) (9,523,910) (769,540) (680,556)
------------ ------------ ------------ ------------
12,962,553 23,680,156 (1,465,977) (1,484,716)
------------ ------------ ------------ ------------
Financing activities
Proceeds from the
exercise of
options 1,259,166 1,259,166 - -
Proceeds from the
exercise of
warrants 4,999,963 4,999,963 - -
------------ ------------ ------------ ------------
6,259,129 6,259,129 - -
------------ ------------ ------------ ------------
Investing activities
Additions to
petroleum and
natural gas
properties (14,046,819) (27,302,065) (10,486,480) (17,907,040)
Additions to
investments 13,215 (16,209) (91,794) (91,794)
Additions to capital
assets (173,796) (231,172) (349,834) (340,723)
Sale of capital
assets - - 23,711 23,711
Deposits - 1,978,000 (5,241) (5,241)
Changes in non-cash
working capital 5,961,873 (2,505,543) 2,266,859 5,749,428
------------ ------------ ------------ ------------
(8,245,527) (28,076,989) (8,642,779) (12,571,659
----------- ------------ ------------ ------------
Foreign exchange
on cash balances 1,427 1,644 58,626 58,156
------------ ------------ ------------ ------------
Net increase (decrease)
in cash 10,977,582 1,863,940 (10,050,130) (13,998,219)
Cash and cash
equivalents,
beginning of period 62,424,185 71,537,827 29,235,341 33,183,430
------------ ------------ ------------ ------------
Cash and cash
equivalents,
end of period
(Note 9) 73,401,767 73,401,767 19,185,211 19,185,211
------------ ------------ ------------ ------------
SOLANA RESOURCES LIMITED
Notes to the Interim Consolidated Financial Statements
For the Three and Six Month Periods Ended June 30, 2008 and 2007
(Unaudited)
Note 1. Basis of presentation
The interim consolidated financial statements of Solana Resources Limited
("Solana" or the "Company") for the three and six month periods ended
June 30, 2008 and 2007 have been prepared by management in accordance
with accounting principles generally accepted in Canada on the same basis
as the audited consolidated financial statements as at and for the year
ended December 31, 2007 except for new standards adopted as described in
Note 2. These unaudited interim consolidated financial statements do not
include all of the disclosures required by Canadian generally accepted
accounting principles applicable to the annual consolidated financial
statements; therefore, they should be read in conjunction with the
December 31, 2007 audited consolidated financial statements.
Note 2. Changes in accounting policies
Effective January 1, 2008, the Company adopted the new Canadian Institute
of Chartered Accountants ("CICA") standards related to Section 3251,
"Equity" and Section 1506, "Accounting Changes." Section 3251 replaces
Section 3250, "Surplus," and describes standards for the presentation of
equity and changes in equity for reporting periods as a result of the
application of Section 1530, "Comprehensive Income." The only impact of
Section 1506, "Accounting Changes," on Solana's financial statements is
to provide disclosure of when an entity has not applied a new source of
GAAP that has been issued but is not yet effective.
On January 1, 2008, the Company also adopted standards related to Section
3862, "Financial Instruments-Disclosures", Section 3863, "Financial
Instruments-Presentations" and Section 1535, "Capital Disclosures".
Sections 3862 and 3863 require additional disclosures regarding the
significance of financial instruments to the entity's financial position
and performance; and the nature, extent and management of risks arising
from financial instruments to which the entity is exposed. Section 1535
establishes standards for disclosing information about the Company's
capital and how it is managed. It requires disclosures of the Company's
objectives, policies and processes for managing capital, the quantitative
data about what the Company regards as capital, whether the Company has
complied with any capital requirements and if it has not complied, the
consequences of such non-compliance. The disclosures required pursuant to
the adoption of these sections are included in Note 13.
Note 3. Deposits
The Company had funds on deposit totaling $1,178,750 as of June 30, 2008,
and $3,156,750 as of December 31, 2007, equal to 10% of work commitments
on the Company's Agencia Nacional de Hidrocarburos ("ANH") acreage. These
funds will be returned to the Company upon completion of the work
commitments on the Guachiria Norte, Catguas, Guachiria Sur, Garibay,
Colonia and San Pablo blocks. The average interest rate income on these
deposits is 4.5% pa.
Note 4. Investment
The Company has invested, as at the end of June 2008, $378,636 (2007 -
$362,427) in the Colombian Hydrocarbon Investment Fund ("Fund"), and
expects to invest a maximum amount of $500,000. The Fund is managed by a
US based fund manager who specializes in South American natural resources
sector investments. The Fund is expected to have an investment period of
four years. After this period, it is expected that the Fund will be wound
up, and any remaining capital and any earned profits will be distributed
to the investors over a maximum period of seven years.
Note 5. Asset retirement obligations
The following table represents the reconciliation of the Company's
obligations associated with the retirement of oil and gas properties:
-------------------------------------------------------------------------
Asset retirement obligations, December 31, 2007 $1,973,938
Liabilities incurred during period 119,401
Liabilities settled during period -
Accretion 41,519
-------------------------------------------------------------------------
Asset retirement obligations, June 30, 2008 $2,134,858
-------------------------------------------------------------------------
These obligations will be settled at the end of the useful lives of the
underlying assets, which currently extend up to 7 years into the future.
This amount has been computed using a credit-adjusted risk-free discount
rate of 10% per annum and an inflation rate of 2.5% per annum.
Note 6. Share capital
Authorized share capital consists of an unlimited number of common
shares.
Continuity of common shares Number of Amount
Shares $
-------------------------------------------------------------------------
Balance, December 31, 2007 123,176,792 187,223,652
Shares in escrow earned in period - 1,123,917
Exercise of performance warrants 2,500,000 6,621,780
Exercise of stock options 750,000 2,209,829
-------------------------------------------------------------------------
Balance, June 30, 2008 126,426,792 197,179,178
-------------------------------------------------------------------------
Continuity of warrants Number
-------------------------------------------------------------------------
Balance, December 31, 2007 10,000,000
Exercised in period (2,500,000)
-------------------------------------------------------------------------
Balance, June 30, 2008 7,500,000
-------------------------------------------------------------------------
Warrant terms
-------------------------------------------------------------------------
Strike price Cdn$2.00/share
Expiry April 4, 2010
All warrants are fully vested as the Company's shares traded at a
weighted average price greater than Cdn$2.75 per share for a
45 consecutive day period in the first quarter of 2008.
Contributed surplus:
Balance, December 31, 2007 11,762,601
Stock-based compensation expense - stock options 1,593,866
Performance warrants earned in period 763,208
Stock options exercised in period (950,663)
Performance warrants exercised in period (1,621,817)
-------------------------------------------------------------------------
Balance, June 30, 2008 11,547,195
-------------------------------------------------------------------------
Stock-based compensation
June 30, 2008 December 31, 2007
Number of Weighted Number of Weighted
Options Average Price Options Average Price
(Cdn$ Per (Cdn$ Per
Option) Option)
Outstanding,
beginning period 4,625,000 1.75 4,350,000 1.64
Granted during period 230,000 4.01 1,965,000 2.14
Exercised during
period (750,000) 1.67 - -
Expired or cancelled
during period (60,000) 2.33 (1,690,000) 1.92
----------- -----------
Outstanding,
end of period 4,045,000 1.89 4,625,000 1.75
----------- -----------
Exercisable,
end of period 1,423,330 1.59 1,873,333 1.55
----------- -----------
June 30, 2008
Exercise Number of Weighted Number of Weighted
Price (Cdn$) Options Average Options Average
Outstanding Remaining Exercisable Exercisable
Contractual Option Price
Life (years) (Cdn$)
4.13 200,000 4.92 66,666 3.03
3.25 30,000 4.76 - -
2.75 290,000 1.42 290,000 2.14
2.50 75,000 4.32 - -
2.25 1,565,000 4.45 - -
2.11 30,000 2.78 20,000 1.65
1.70 25,000 4.12 - -
1.67 300,000 2.16 199,998 1.30
1.19 200,000 3.72 100,000 0.90
1.15 1,050,000 3.29 466,666 0.86
0.60 280,000 0.43 280,000 0.46
-------------------------------------------------------------------------
1.89 4,045,000 3.46 1,423,330 1.59
-------------------------------------------------------------------------
For the first half of 2008, stock based compensation expense of
$1,593,866 (2007 - $528,958) related to options has been recorded in the
Consolidated Statement of Income (Loss). Additional stock-based
compensation expense of $1,123,917 (2007 - $2,296,116) related to shares
in escrow and $763,208 (2007 - Nil) related to performance warrants
recognized as part of the Breakaway acquisition was recognised. The fair
values of all common share options and warrants granted are estimated on
the date of grant using the Black-Scholes option-pricing model. The fair
value of options granted and the assumptions used in their determination
are:
Six months Six months
ended ended
June 30, June 30,
2008 2007
------------------------
Risk-free interest rate (percent) 2.98% 3.99%
Expected life (years) 5 5
Volatility (percent) 93% 96%
Weighted average fair value of options granted 1.43 1.07
Expected annual dividend per share - -
Note 7. Per-Share Amounts
The weighted average number of common shares outstanding used for the
computation of per-share amounts is:
June 30, 2008 June 30, 2007
For the For the For the For the
three three three six
months months months months
ended ended ended ended
---------------------------------------------------
Weighted average
number of common
shares outstanding 124,444,014 123,806,902 95,876,792 95,876,792
Shares issuable
pursuant to stock
options 1,300,124 1,131,563 1,879,999 189,091
Shares issuable
pursuant to
performance warrants 5,034,724 4,223,836 - -
---------------------------------------------------
Weighted average
number of diluted
common shares
outstanding 130,778,862 129,162,301 97,756,791 96,065,883
---------------------------------------------------
---------------------------------------------------
Note 8. Segmented Information
Three month period ended June 30, 2008
Canada Colombia Total
$ $ $
--------------------------------------
Revenue - 31,673,778 31,673,778
Operating costs - (3,757,695) (3,757,695)
--------------------------------------
- 27,916,083 27,916,083
--------------------------------------
General and administrative expenses 879,969 440,984 1,320,953
Depletion, depreciation, and
accretion 20,349 4,154,408 4,174,757
Foreign exchange gain (132,113) (626,610) (758,723)
Stock-based compensation 872,983 - 872,983
Interest income (186,580) (78,491) (265,071)
--------------------------------------
1,454,608 3,890,291 5,344,899
--------------------------------------
Income (loss) before taxes (1,454,608) 24,025,792 22,571,184
Income taxes - 3,053,711 3,053,711
--------------------------------------
Net income (loss) (1,454,608) 20,972,081 19,517,473
--------------------------------------
--------------------------------------
Identifiable assets 123,401,972 87,718,170 211,120,142
--------------------------------------
--------------------------------------
Capital expenditures - 14,220,615 14,220,615
--------------------------------------
--------------------------------------
Six month period ended June 30, 2008
Canada Colombia Total
$ $ $
--------------------------------------
Revenue - 47,940,348 47,940,348
Operating costs - (6,051,140) (6,051,140)
--------------------------------------
- 41,889,208 41,889,208
--------------------------------------
General and administrative
expenses 1,483,999 1,327,553 2,811,552
Depletion, depreciation, and
accretion 24,271 6,454,694 6,478,965
Foreign exchange gain (133,064) (115,237) (248,301)
Stock-based compensation 3,480,991 - 3,480,991
Interest income (716,723) (283,051) (999,774)
--------------------------------------
4,139,474 7,383,959 11,523,433
--------------------------------------
Income (loss) before taxes (4,139,474) 34,505,249 30,365,775
Income taxes - 3,119,646 3,119,646
--------------------------------------
Net income (loss) (4,139,474) 31,385,603 27,246,129
--------------------------------------
--------------------------------------
Identifiable assets 123,401,972 87,718,170 211,120,142
--------------------------------------
--------------------------------------
Capital expenditures - 27,533,237 27,533,237
--------------------------------------
--------------------------------------
Three month period ended June 30, 2007
Canada Colombia Total
$ $ $
--------------------------------------
Revenue - 1,387,542 1,387,542
Operating costs - 817,675 817,675
--------------------------------------
- 569,867 569,867
--------------------------------------
General and administrative
expenses 259,262 1,060,101 1,319,363
Depletion, depreciation, and
accretion 3,359 942,276 945,635
Foreign exchange loss 3,101 196,132 199,233
Stock-based compensation 1,207,881 - 1,207,881
Interest income (328,744) (10,541) (339,285)
--------------------------------------
1,144,859 2,187,968 3,332,827
--------------------------------------
Loss before taxes (1,144,859) (1,618,101) (2,762,960)
Income taxes - 39,257 39,257
--------------------------------------
Net loss (1,144,859) (1,657,358) (2,802,217)
--------------------------------------
--------------------------------------
Identifiable assets 38,583,413 59,301,348 97,884,761
Capital expenditures - 10,836,314 10,836,314
--------------------------------------
--------------------------------------
Six month period ended June 30, 2007
Canada Colombia Total
$ $ $
--------------------------------------
Revenue - 2,801,468 2,801,468
Operating costs - 1,474,253 1,474,253
--------------------------------------
- 1,327,215 1,327,215
--------------------------------------
General and administrative
expenses 723,215 1,657,452 2,380,667
Depletion, depreciation, and
accretion 7,644 2,204,899 2,212,543
Foreign exchange loss 35,994 188,894 224,888
Stock-based compensation 2,825,074 - 2,825,074
Interest income (448,122) (22,277) (470,399)
--------------------------------------
3,143,805 4,028,968 7,172,773
--------------------------------------
Loss before taxes (3,143,805) (2,701,753) (5,845,558)
Income taxes - 89,257 89,257
--------------------------------------
Net loss (3,143,805) (2,791,010) (5,934,815)
--------------------------------------
--------------------------------------
Identifiable assets 38,583,413 59,301,348 97,884,761
Capital expenditures - 18,247,763 18,247,763
--------------------------------------
--------------------------------------
Note 9. Supplemental cash flow information
At June 30, 2008, cash and cash equivalents includes $68,699,701
(2007 - $13,468,735) in term deposits earning an average interest rate of
2.22% (2007 - 4.34%).
Six months Six months
ended ended
June 30, June 30,
2008 2007
Cash interest paid - -
----------- -----------
Cash taxes paid - -
----------- -----------
Note 10. Related party transactions
In the six month period ended June 30, 2008, service fees in the amount
of $30,169 (2007 - $28,158) were paid to a company controlled by a
director of the Company and are included in general and administrative
expenses. Additionally $3,640 (2007 - Nil) was paid to a director for
consulting services in Colombia. These fees are for services rendered in
the normal course of operations and are measured at the exchange amount,
which is the amount of consideration established and agreed to by the
related parties.
Note 11. Income taxes
Subject to confirmation by taxation authorities, the Company has
approximately Cdn$10.2 million ($9.94 million) of Canadian non-capital
loss carry forwards which are available to be carried forward and which
expire between 2008 and 2027. The consolidated financial statements do
not reflect the potential tax benefit of these losses, as they do not
meet the "more likely than not" criteria for recognition.
Subject to confirmation by taxation authorities, the Company has
approximately Col$98 billion ($49.6 million) of Colombian loss carry
forwards which have no expiration term and are available to offset future
taxable income. The consolidated financial statements reflect the
potential tax benefit of these losses, as with the currently expected
taxable income they meet the "more likely than not" criteria.
Accordingly, a future tax asset of $4,000,375 was recognized at June 30,
2008.
Note 12. Commitments
The Company estimates remaining 2008 commitments are $27,308,750 which
relate mainly to the drilling of two exploration wells and three
development wells.
Note 13. Financial and capital risk management
The Company undertakes transactions in a range of financial instruments
including the following categories:
June 30, December 31,
2008 2007
$ $
Held for trading (a):
Cash and cash equivalents 73,401,767 71,537,827
Loans & receivables (b):
Accounts receivable 27,138,494 7,954,162
Deposits 1,178,750 3,156,750
Other receivables 725,753 -
Available for sale (c):
Investment 378,636 362,427
Other financial liabilities (b):
Accounts payable 9,519,207 9,307,557
(a) Measured at fair value which equals the carrying value.
(b) Measured at amortized cost using the effective interest method which
is not significantly different from the fair values due to the short
term to maturity of these financial instruments.
(c) Measured at cost as the fair value is not readily available (Note 4).
The Company's activities result in exposure to a number of financial
risks, including the following:
Credit risk
A substantial portion of the Company's accounts receivable are with the
Colombian state oil company, Ecopetrol. Crude oil production is sold to
Ecopetrol as determined by market based prices which are denominated in
U.S. dollars and adjusted for quality differentials. Typically, the
Company's maximum credit exposure is revenue from two months' sales. The
Company monitors on a continuous basis the ageing profile of its
receivables.
The credit risk on cash is considered by management to be limited because
the counterparties are financial institutions with high credit ratings
assigned by international credit rating agencies.
The maximum exposure to credit risk is represented by the carrying amount
of each financial asset in the balance sheet. On a quarterly basis, the
Company assesses if there should be any impairment of the financial
assets. There are no material financial assets that the Company considers
past due and there is no impairment of financial assets as at June 30,
2008.
Market risk
Foreign currency exchange risk
Currency risk is the risk that the value of financial instruments will
fluctuate due to changes in foreign exchange rates. Currency risk arises
when future commercial transactions and recognized assets and liabilities
are denominated in a currency that is not the Company's measurement
currency. The Company is exposed to foreign exchange risk mainly with
respect to its certain expenditures and expenses from various currencies
primarily the Colombian pesos and Canadian dollars in relation to the
U.S. dollars. However, the revenues received by the Company for the
production of crude oil are primarily in U.S. dollars thereby the
Company's cash flow from commodity sales would not be materially impacted
by fluctuations in foreign currency.
The Company's management monitors the exchange rate fluctuations on a
regular basis and does not use currency derivative instruments to manage
the Company's exposure to foreign currency fluctuations.
At June 30, 2008, the carrying amount of the Company's foreign currency
denominated net monetary assets was approximately $6 million and net
monetary liabilities were $1.4 million. Assuming all other variables
remain constant, a fluctuation of one cent in the exchange rate of the
Canadian dollar to the US dollar would result in a change in income of
approximately $60 thousand dollars. As well, a fluctuation of one cent in
the exchange rate of the Colombian peso to the US dollar would result in
a change in income of approximately $14 thousand dollars.
Liquidity Risk
Liquidity risk is the risk that Solana will not be able to meet its
financial obligations as they come due.
The Company's cash requirements and balances are projected based on
forecasted operations and capital expenditures. The Company plans to meet
these requirements through the mix of available funds, equity financing
on a required basis, project debt financing and cash to be provided by
the exercise of warrants and share options in the future. The Company
also mitigates liquidity risk by maintaining an insurance program to
minimize exposure to insurable losses.
Interest rate risk
Interest rate risk refers to the risk that the value of a financial
instrument or cash flows associated with the instrument will fluctuate
due to changes in market interest rates. The Company does not have any
debt nor has it drawn on its credit facility as at June 30, 2008. The
Company believes that it has no significant concentration of interest
risk related to its cash equivalents as most of these are invested in
financial institutions with high credit ratings.
Capital risk
The Company considers its capital structure to include shareholder's
equity, bank debt and working capital. In order to maintain or adjust its
capital structure, the Company may from time to time issue shares and
adjust its capital spending to manage current and projected debt levels
targeted at maximum of 30% at a given period. As at June 30, 2008, the
Company has an available cash of $73.4 million to fund its current and
future operations and an undrawn credit facility of $100 million.
The Company is not subject to any externally imposed capital requirements
other than the covenants on its credit facility with its lender to
maintain its ratio of current assets to current liabilities (working
capital) at a 1.0:1.0 level. The Company is currently in compliance with
all its financial covenants as at June 30, 2008.
Note 14. Subsequent events
On July 29, 2008, Solana announced that it had entered into a definitive
agreement providing for the business combination of Gran Tierra Energy
Inc. ("Gran Tierra") and Solana.
Under the terms of the Agreement, each Solana shareholder will receive
either (i) 0.9527918 of a common share of Gran Tierra or; (ii) 0.9527918
of a common share of a Canadian subsidiary of Gran Tierra (an
"Exchangeable Share") for each common share of Solana held, which
represents a premium of approximately 14.1% to the 20 day weighted
average trading price to July 28, 2008 of the Solana shares on the TSX
Venture Exchange and Gran Tierra's July 28, 2008 closing price on the
Toronto Stock Exchange of CAD $5.73. The shares of the Canadian
subsidiary of Gran Tierra: (i) will have the same voting rights, dividend
entitlements and other attributes as Gran Tierra common stock; (ii) will
be exchangeable, at each shareholder's option, on a one-for-one basis,
into Gran Tierra common stock; and (iii) subject to compliance with the
listing requirements of the Toronto Stock Exchange, will be listed on the
Toronto Stock Exchange. The Exchangeable Shares will automatically be
exchanged for Gran Tierra common shares five years from closing, and in
certain other events.
The transaction will be completed as an "arrangement" pursuant to the
Business Corporations Act (Alberta). Upon completion of the transaction,
Solana will become an indirect wholly-owned subsidiary of Gran Tierra.
The plan of arrangement will be accomplished on a tax-deferred basis in
Canada, but may be a taxable transaction for non-Canadian holders of
Solana securities. On a fully diluted basis, upon the closing of the plan
of arrangement, Solana securityholders will own approximately 49% of the
combined company and Gran Tierra securityholders will own approximately
51% of the combined company.
The proposed transaction is subject to regulatory, stock exchange, court
and shareholder approvals. Gran Tierra and Solana expect to hold
shareholder meetings in October 2008. A joint proxy statement and
management information circular is expected to be mailed to shareholders
of the companies in September 2008. The parties have agreed to pay each
other a termination fee of $21 million in certain circumstances and an
expense reimbursement fee of $1.5 million in certain other circumstances.
Abbreviations
Cdn Canadian
U.S. United States
Col. Colombian Pesos
WTI West Texas Intermediate
bbl barrel
bopd barrels of oil per day
mbbls thousand barrels
mmbbls million barrels
mcf thousand cubic feet
mcfpd thousand cubic feet per day
mmcf million cubic feet
mmcfpd million cubic feet per day
boe (x)barrel of oil equivalent
boepd (x)barrel of oil equivalent per day
NGL natural gas liquids
$mm million dollars
TSX-V TSX Venture Exchange
LSE London Stock Exchange
AIM Alternative Investment Market
Of the London Stock Exchange
MD&A Management's Discussion and Analysis
GAAP Generally Accepted Accounting Principles
G&A General and Administrative Expenses
(x) A boe conversion ratio of 6 mcf (equal sign) 1 bbl has been used.
Boe's may be misleading, particularly if used in isolation. A boe
conversion ratio of 6 mcf to 1 bbl is based on an energy equivalency
conversion method primarily applicable at the burner tip and does not
represent a value equivalency at the wellhead.
Corporate Information
Directors Nominated Adviser
Raymond P. Antony, Chair(1)(2)(4) Ambrian Capital plc
Luis Miguel Morelli, Director(3)(4)
Grant Howard, Director(1)(2)(4) UK Broker
Roy H. Hudson, Director(3)(4) Tristone Capital Limited
Keith J. Jackson, Director(1)(4)
J. Scott Price, Director, President & CEO(2)(3)(4)
(1) Audit Committee
(2) Reserves Committee
(3) Corporate Governance and Compensation Committee
(4) Health, Environment and Safety Committee
Management
J. Scott Price, President & CEO
Glenn Van Doorne, COO
Ricardo Montes, CFO
Trading Symbols
TSX-V: SOR
LSE (AIM): SORL
Transfer Agents
Valiant Trust Company
Auditor
Deloitte & Touche LLP
Legal Counsel
Davis LLP
Banker
Royal Bank of Canada
Offices
Head Office: Subsidiary:
Suite 100, 522 - 11th Avenue S.W. Solana Petroleum Exploration
Calgary, Alberta, T2R OC8 (Colombia) Limited
Canada Regatta Office Park, West Bay Road,
Tel.: 403-770-1822 P.O.Box 1106
Fax.: 403-770-1826 Gran Cayman, KYl-1205,
Cayman Islands
Fax: 345-945-7566
Tel.: 345-949-3977
Branch:
Solana Petroleum Exploration
Colombia Limited
Calle 113 No. 7-21, Of 706
Torre A, Edificio Teleport
Bogota, D.C. Colombia
Tel: 011 571 629 1636
Fax: 011 571 629 1704
www.solanaresources.com