1 MANAGEMENT S DISCUSSION AND ANALYSIS Candax Energy Inc. The following ( MD&A ) for Candax Energy Inc. and its whollyowned subsidiaries ( Candax or the Company ) should be read in conjunction with the accompanying unaudited interim consolidated financial statements and notes for the three months ended March 31, 2013 and the notes thereto, as well as the MD&A and the audited consolidated financial statements for the year ended December 31, The condensed interim consolidated financial statements of the Company are prepared in accordance with IAS 34, Interim Financial Reporting (IAS 34) as issued by the International Accounting Standards Board (IASB). Accordingly, certain information and footnote disclosure normally included in the annual financial statements prepared in accordance with International Financial Reporting Standard (IFRS), as issued by the IASB, have been omitted or condensed. These financial statements include the financial results of the Company s interest in its subsidiaries and joint ventures. Certain information contained herein is forward-looking and based upon assumptions and anticipated results that are subject to risks, uncertainties and other factors. Should one or more of these uncertainties materialize or should the underlying assumptions prove incorrect, actual results may vary materially from those expected. See Forward Looking Statements, below. Additional information relating to the Company, including its Annual Information Form for the year ended December 31, 2012 is available on SEDAR at This information is presented as of May 13, Forward-Looking Statements This includes "forward-looking statements", within the meaning of applicable securities legislation, which are based on the opinions and estimates of Management and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward looking statements. Forward-looking statements are often, but not always, identified by the use of words such as "seek", "anticipate", "budget", "plan", "continue", "estimate", "expect", "forecast", "may", "will", "project", "predict", "potential", "targeting", "intend", "could", "might", "should", "believe" and similar words suggesting future outcomes or statements regarding an outlook. Such risks and uncertainties include, but are not limited to, risks associated with the oil and gas industry (including operational risks in exploration development and production; delays or changes in plans with respect to exploration or development projects or capital expenditures; the uncertainty of reserve estimates; the uncertainty of estimates and projections in relation to production, costs and expenses; the uncertainty surrounding the ability of Candax. to obtain all permits, consents or authorizations required for its operations and activities; and health safety and environmental risks), the risk of commodity price and foreign exchange rate fluctuations, the ability of Candax to fund the capital and operating expenses necessary to achieve the business objectives of Candax, the uncertainty associated with commercial negotiations and negotiating with foreign governments and risks associated with international business activities, as well as those risks described in public disclosure documents filed by Candax. Due to the risks, uncertainties and assumptions inherent in forward-looking statements, prospective investors in securities of Candax should not place undue reliance on these forward-looking statements. Statements in relation to "reserves" are deemed to be forward-looking statements, as they involve the implied assessment, based on certain estimates and assumptions, that the reserves described can be profitably produced in the future. This MD&A contains disclosure in respect of crude oil and natural gas production expressed as boe. All crude oil and natural gas equivalency volumes have been derived by converting gas to oil in the ratio of six thousand cubic feet of gas to one barrel of crude oil. Equivalency measures may be misleading, particularly if used in isolation. This conversion ratio is based on an energy equivalency conversion method primarily applicable at the burner tip and does not represent a value equivalency at the wellhead. Readers are cautioned that the foregoing lists of risks, uncertainties and other factors are not exhaustive. The forward-looking statements contained in this MD&A are made as of the date hereof and the Company undertakes no obligation to update publicly or revise any forward-looking statements contained
2 in this MD&A or in any other documents filed with Canadian securities regulatory authorities, whether as a result of new information, future events or otherwise, except in accordance with applicable securities laws. The forward-looking statements contained in this MD&A are expressly qualified by this cautionary statement. Company Overview Candax is an international energy company active in the upstream petroleum sector. The Company specializes in the optimization of mature fields. Its only producing assets are located in Tunisia, both offshore and onshore, in the southern Gulf of Gabès area. The Company operates all its assets through Ecumed, a 100% subsidiary of Candax, based in Tunis. The crude production is easily exported via seagoing tankers from the harbour facilities at the Zarzis oil terminal. Review of Operations a) Business Development: During 2012, Candax consolidated its working interests for its main producing assets. As a result of these transactions, Candax now has 100% ownership of El Bibane, 100% ownership of Robbana and 45% ownership of Ezzaouia with ETAP, the Tunisian state oil and gas company, as our sole partner. The streamlining of our ownership interests allows the Company to develop its fields according to its own vision of their potential. El Bibane and Robbana are operated from Tunis by Ecumed, a 100% subsidiary of Candax. Ezzaouia is operated from Tunis by Maretap, a 50/50 joint venture between ETAP and Ecumed. In the past year, Candax set up a Geosciences Committee and also reinforced its geosciences capabilities in Tunis. A full Geological and Geophysical ( G&G ) action plan has been designed by Candax s Geosciences Committee and is currently being implemented by the geoscience team in Tunis. All data available within Candax has been inventoried and archived in the Company database. All seismic and well data have been uploaded into a workstation in the Tunis office and a regional reinterpretation of southern Gulf of Gabès area has commenced, with an initial focus on the Deep Triassic. b) Producing Assets: El Bibane: The El Bibane field is located 16 kilometres offshore from the port of Zarzis in the Gulf of Gabès, in approximately 20 metres of water. The field was discovered by Marathon Oil Corporation in 1982, but was not developed until Initially, the field produced at a rate of 4,000 bopd. The reservoir is located in the Cenomanian Zebbag fractured dolomite formation at approximately 2,150 metres below surface. High water-cut and associated gas production led to a field redevelopment plan achieved in 2008, with two horizontal wells (EBB-3 and EBB-4) and a vertical well (EBB-5) drilled on the top of the anticline structure. In 2011 Candax contracted Beicip-Franlab, a leading petroleum consulting firm, to conduct a full-field compositional simulation study. Results indicated that the oil-water contact had moved up significantly due to past production of the gas cap. This explained the very high water-cut observed on the two horizontal wells EBB-3 and EBB-4, and the relative failure of the 2008 re-development plan. In April 2012 a new production scheme was proposed by the Company to the Tunisian authorities (Direction Général de l Énergie, DGE ). It was decided to initiate a gas cycling pilot program designed to increase condensate recovery as well as the potential for oil recovery from the El Bibane reservoir by producing wet gas from EBB-5 and reinjecting dry gas in EBB-4. The gas injection process started in May 2012 with stabilized condensate production of over 200 bopd at the onshore plant. Anticipating an increasing flow rate, Candax performed a successful well intervention in EBB-4 in October 2012 using a work barge positioned alongside the platform, in order to configure the well for long term gas injection. A workshop was organized in March 2013 to review the results of the gas cycling pilot and plan future actions. With the CGR (Condensate Gas Ratio) in the range of 50 Bbls/Mscf, the pilot performance is so
3 far very encouraging. Subject validation by ongoing studies, the targeted compressor capacity is to reinject approximately 10 million scf/d, an increase versus the current maximum of 5 million scf/d. Moreover contacts have been initiated locally with various parties to consider a gas export in the range of 5 M scf/d in the coming years. Ezzaouia: The Ezzaouia field is located on the Zarzis peninsula, in the southern Gulf of Gabès. Marathon Oil Corporation discovered the field in 1986 and brought it onstream in Candax is the sole partner of ETAP with a 45% equity interest. The field is operated by Maretap, a 50/50 (Ecumed/ETAP) joint venture company. Maretap does not own any of the assets and operates on a cash call basis. Two reservoirs are present in Ezzaouia field: the late cretaceous Zebbag fractured dolomite and the late Jurassic M Rabtine sandstone. The Jurassic M Rabtine reservoir now contributes most of the production from the field. A reprocessing of the 3D seismic data 2011, followed by a structural reinterpretation and an update of the reservoir model in 2012 indicated that a significant volume of remaining reserves could still be produced, mainly from the Jurassic reservoir. This provided a strong incentive for the partners to reconsider the Ezzaouia field strategy and rejuvenate field production. A coiled tubing jet blasting campaign to remove scale induced by the power fluid used for the jet pumps was performed in March 2012 on three wells (EZZ-17, EZZ-9 and EZZ-1). A scale inhibitor treatment program was initiated in the summer of 2012 with good results. Remedial workovers have been subsequently bconducted on EZZ-18 and EZZ-2. An artificial lift optimization study (conducted in 2012) showed that jet pumping was not the appropriate activation system for the Ezzaouia Jurassic reservoir, considering that jet pumps are operating near their cavitation limit. In addition, scale deposits induced by the presence of produced water in the power fluid restricted flow rates. As a consequence, EZZ-1 was converted at the end of 2012 from a jet pump configuration to a sucker rod pump configuration. This first operation is regarded by the partners as a pilot operation potentially leading to an optimized full field production system. The performance obtained at the end of 2012 was not sustained at the beginning of 2013 as EZZ9 and EZZ17 stopped production under the current jet pumping methodology and will require workovers to address tubing integrity issues. While EZZ1 production increased in a satisfactory manner, the polished rod of the beam pump broke which stopped the production on this well. As a result, the field production declined from 900 bopd to approximately 500 bopd with only 3 producing wells. In order to restore production on the field, Maretap, with the support of its partners ETAP and Candax, has launched several studies on the impact of scaling and corrosion on Ezzaouia wells. The lessons learnt have been used to review work-over intervention programs which are set start in the second quarter of the year. Robbana: The Robbana field, located on the island of Djerba in the southern Gulf of Gabès, was discovered in Robbana-1 encountered two hydrocarbon-bearing clastic reservoirs in the Cretaceous Upper Meloussi formation. The field came on production in 1993 from the discovery well and stopped producing in A peak monthly average production rate of 410 bopd of 43 API waxy oil with a low GOR was recorded in May Cumulatively, the well produced 435,000 bbls before it was shut-in in 2009 after severely decreased production. Candax initiated a light workover in April 2011 to check the reservoir static pressure on Robbana 1. Measurement showed a significant increase in reservoir pressure which indicated potential aquifer support. In July 2011, Candax reopened the well, which then stabilized at approximately 50 bopd. A full workover was conducted in 2012 in order to re-perforate the two hydrocarbon-bearing horizons and to optimize the beam pumping system. Unfortunately, the re-perforation of the lower zone did not result in oil production from that zone. When the well was reopened, production returned to approximately 30 bopd, a level below what the well was producing before the workover. While Candax is working to reinvigorate production of Robbana-1 at the maximum possible level, a G&G study will start later in 2013 to better understand the Meloussi structure and reservoir.
4 c) Non-Producing Assets: Candax Energy Inc. Belli: The Belli field is located in the Grombalia Exploitation Permit located not far from the city of Tunis. Three Belli wells were drilled in the early 90 s and produced a total of 8.6 million barrels of oil from the carbonates of the Bou Dabbous Eocene formation. The principal oil producer BEL-1 started production in 1992 with a flow rate of 10,000 bopd of natural flow. A few months later, water production started to gradually increase until, in 1996, the well was shut in with an oil rate of 50 bopd and a 97% water-cut while being produced with a jet pump. As the Bou Dabbous carbonates are assumed to be oil-wet, it is expected that spontaneous imbibition has partially recharged the fracture and vugular porosity systems in the 17 years that the field has been closed in. After a 2012 review of Belli s historical performance conducted by Maretap (operator), ETAP and Ecumed, a workover was agreed upon for the BEL-1 well in order to reopen and test the Bou Dabbous formation. The well is currently accessing the water-bearing Abiod formation.). A workover is scheduled to take place in Assuming positive results, a 3-month extended production test will be performed prior to additional geoscience studies. Al Manzah: This field, located close to Belli, produced 1.8 million bbls of oil before being shut-in in It is anticipated that fluids have partially resegregated, which would make modest volumes of oil readily accessible. Candax has not yet planned any operations for this field. d) Exploration: Deep Triassic: Two prospects were identified by the former studies of the Middle Triassic (Ras Hamia sandstones), in the Ezzaouia and El Bibane concessions. The unrisked prospective gas resources have been evaluated by Ryder Scott in 2007 at 1,806 BCF and 1,417 BCF respectively (medium case). In 2012, Candax launched a study to revisit the mapping and potential of the Triassic Ras Hamia Reservoir. Candax has come to the conclusion that this play, given the range of uncertainties embedded in the currently available data, lacks sufficient evidence to warrant drilling a test well. Further work will be completed in 2013 in order to obtain and integrate additional available geological data, especially regarding source rock and reservoir facies evolution. On November 2, 2011, Dana Gas relinquished its right to participate in future wells below the currently producing horizons for 50% of Candax s interests in the El Bibane and Ezzaouia concessions. As compensation for Dana Gas relinquishing its rights, Candax will make a one-off payment of one million US dollars in the event that a commercial discovery is made at the Deep Triassic level. Madagascar: Block 1101 is an onshore exploration permit located in northwest Madagascar, covering 14,900 km 2. On July 25, 2011, Candax entered into a binding agreement with its partner on the permit, East African Exploration (EAX), a wholly owned subsidiary of Afren plc, whereby EAX would subsequently assume ownership of 90% of the permit, with Candax retaining a 10% interest (down from 60%). The farmee agreed to pay $500,000 to Candax in consideration of the transferred interests. EAX has also assumed the operatorship of the permit. Both the transfer of working interest and operatorship have been approved by the Government of Madagascar. Candax is also entitled to receive a fourteen percent (14%) share of all net EAX production proceeds, up to a cumulative total of three million, five hundred fifty thousand US dollars ($3,550,000) as well as a 0.33% share of all net EAX production proceeds up to a cumulative total of fifteen million US dollars ($15,000,000).
5 From mid-september to mid-december 2012, EAX acquired 251 kilometres of 2D seismic (accelerated weight drop) on Block Data processing is currently ongoing. The results from the 2D seismic acquisition and airborne and magnetic survey in 2012 alongside previously acquired 2D seismic are currently being processed to assess the prospectivity in detail. Technical work is on-going targeting a 600 mmboe, P50 resource, rotated fault block at the Karoo level. Additional data acquisition is being considered to further mature the opportunity ahead of exploration drilling, to coincide with drilling by other operators in country. e) Released assets SEEB: Candax had a 50% equity interest in Société d Electricité d El Bibane ( SEEB ), a Tunisian company which owned and operated a gas-fired 27 MW single-cycle electricity generation plant. Gas was historically supplied to SEEB from El Bibane. Due to the interruption in gas supply from the El Bibane field, SEEB has not produced any power since early January As a result, SEEB has been unable to meet its obligations under bank financing arrangements. In 2011, the banks started proceedings to exercise the securities available to them. The investment in SEEB was deconsolidated and recognized on a cost basis in 2010 consolidated statements. A charge of $1.1 million was expensed in the consolidated statements of December 31, Subsequently, as dictated by Tunisian laws, liquidation of SEEB has been initiated and a liquidator was appointed on May 4, SEEB has entered into the administrative and legal phase of the liquidation process. By April 25, 2012, the SEEB equipment has been sold to Biosyntec, a third-party corporation. In March, 2013, a judgment was pronounced at first instance on the funds repartition stemming from the sale of the turbine. Except for the banks who were the main beneficiaries of this distribution the other creditors appealed of this decision. Chaal: Chaal is an onshore exploration permit located in central Tunisia, approximately 50 kilometres west of the city of Sfax, covering an area of 1,200 km 2. An initial exploration well, Chaal-1, was drilled by Candax in 2006 but could not be tested due to formation damage caused by the heavy mud weight required to manage the high pressures encountered. Candax and its partners subsequently committed to drill a deviated sidetrack of the Chaal-1 well in order to secure an extension on the Chaal permit until May 25, 2010 as well as to further evaluate the commerciality of the gas discovery. In May 2010, Candax and its partners requested an extension of the permit but the Tunisian authorities informed Candax that they were not in a position to approve the extension. On September 24, 2010, the decision to cancel the permit was published in the official gazette of the Republic of Tunisia. The authorities are seeking penalties arising from the non-fulfillment of the committed work program. Discussions are still ongoing between Candax, its partners and the Tunisian authorities in order to determine the amount, if any, of the applicable penalties. Outlook: General: Candax is a re-birth story with an approach focused on the reactivation of mature fields. The skill set of the Candax executive team is derived from an oil services background and mentality. The team is
6 supported by a Board of Directors with significant industry experience and by active principal shareholders (Geofinance, IFC and Actis). With the data gathered on El Bibane and Ezzaouia during 2012, Candax believes it has self-sustaining producing assets which will move the company forward. El Bibane: The encouraging results of the gas-cycling pilot program enabled the design and planning of the next phase, which will be executed in two steps. The first step will be to increase the gas recompression facilities at the El Bibane onshore Central Processing Facilities (CPF) in order to facilitate the near doubling of condensate production from the field. The Company expects a production rate for the second half of 2013 above 400 barrels of condensate per day. Current production at the beginning of 2013 is already above 250 bopd. The second step will be to investigate, with our Tunisian partners, the possibility of selling 5 to 10 mmscf/d of natural gas to local buyers. We anticipate that ongoing gas sales will contribute to optimum overall resource recovery by partially liberating dissolved gas present in the remains of the oil rim. Ezzaouia: After significant effort in 2012, the Ezzaouia field oil production rate doubled from approximately 400 bopd to 800 bopd. Maretap expects to bolster its workforce and expertise over the near term in order to consistently maintain field production within the range of 700 bopd and 1,000 bopd. Additionally, Maretap will continue to perform G&G studies within the field, which have already confirmed significant potential for recoverable reserves. Candax views its involvement in Maretap as a strategic benefit intended to leverage the partnership with ETAP, so as to gain access to high quality resources and expertise in Tunisia. Tunisian context In January 2011, the citizens of Tunisia initiated mass demonstrations against President Ben Ali and his government. These demonstrations led to President Ben Ali leaving the country and to the resignation of the government then in place. On October 23, 2011, elections, under the supervision of local and international inspectors, were organized to appoint a new assembly. The Ennahda party, who won the most votes, has formed, along with other parties, a new government. The new liberties (personal freedom, liberties right to demonstrate or protest, freedom of expression) encouraged the development of the democratic debate between the government, the opposition and the civil society. The beginning of the year 2013 was marked by the resignation of the Government. A new government was elected and supported by a majority coalition at the National constituent Assembly (Ennahda and two parties of the center-left). Following constructive discussions with the opposition parties and the Civil society, several important Ministries were entrusted to technocrats independent from political parties (Justice, Interior, Defense, Foreign affairs, Industry Energy and State education). The Prime Minister committed himself working in priority in (i) concluding before the end of 2013 the democratic period of transition by the organization of free elections, (ii) devoting the maximum of means for social economic development and in particular fight against unemployment. Foreign Exchange Fluctuations The majority of the Company s revenues and expenses are paid in US dollars, although Candax is also exposed to Canadian dollar, Euro and Tunisian Dinar costs. Candax has elected to report its financial results in US dollars. Accordingly, all foreign currency amounts presented in Candax s consolidated statements of comprehensive loss and cash flows are converted to US dollars for reporting purposes based on the average currency to US dollar exchange rate prevailing during the reporting period.
7 Production The following table summarizes the quarterly net production (after royalty deduction) for 2013 and 2012: Q1 Q2 Q3 Q4 Total Oil (bbls/day) El Bibane Ezzaouia Robbana Production for the three months period ended March 31, 2013 is higher than in the same period in 2012 due to the success of the gas-cycling production process on El Bibane. Production has slightly decreased compare to the last quarter of 2012 following the stoppage of production on EZZ9, EZZ17 and EZZ1. These three wells should be back in production on the third quarter of the year after remedial workovers. Revenue Sales, net of royalties for the three months ended March 31, 2013 were $nil ( $1.9 million). The physical nature of production and transportation of oil is such that it has been agreed for each partner to lift a full tanker-load of oil corresponding to the storage capacity of the 200,000 barrel storage tank in Zarzis. The tank stores the production of Candax, ETAP (from its share of Ezzaouia production) and HBS from production of the Mazrane field A lifting schedule identifies the order and frequency with which each partners can lift. The amount of oil lifted by each partner at the statement of financial position date may not be equal to its working interest in the field, leading to overlift and underlift situation. Candax decided to enter in a case by case agreement with ETAP, whereby liftings can be managed on behalf of Candax by ETAP and that each lifting will be done on a pro-rata basis, the result being that Candax will be able to realize revenues on its proportionate share of each lifting. This lifting methodology simplifies revenue recognition and allow Candax to realize revenues on a more consistent and regular basis going forward. Nevertheless, with current level of productions, the interval between two liftings is still between six and seven months. It should decrease to four months by the end of the year. This explains a seasonality of Candax sales where the Company does not recognize any revenue when no lifting occurs within the quarter. Cost of Sales Cost of sales for the three months period ended March 31, 2013, was $nil, a decrease of $2.8 million over the same period in Operating costs and depletion costs have been capitalized at the lower of cost and net realizable value of oil inventories. For the three months ended March 31, Depletion charge - oil and gas properties (1 499) (1 453) Operating costs (1 252) (2 210) Net realisable value of oil inventories Cost of Sales - (2 769)
8 There were no non recurrent operation costs in the first quarter of 2013 versus $0.9 million of non recurrent costs within the same period in 2012 when the workover of Robbana1 was performed.. The Depletion charge has not increased between first quarter of 2013 and 2012 despite the large increase in production. This is due to the change of calculation method implemented during the fourth quarter of 2012 to switch to using Proved and Probable reserves for the purpose of calculating the unit-ofproduction ( UOP ) ratios. The UOP rate calculation for depletion of capitalized costs takes into account expenditures incurred to date, together with sanctioned future development costs. Asset impairment The Company assesses the carrying value of non-financial assets including property, plant and equipment at each reporting date to determine whether there is any indication that the carrying value of the assets may be impaired. The company has performed a ceiling test in respect of the El Bibane field based on the independent reserves report prepared by Ryder Scott, an independent petroleum engineering company, for the year ended 2012 and for the period ended March 31, The test shows a positive result with minimum headroom of $3.7 million. Management has also performed some sensitivity analysis including increase of discount rates and decrease in oil prices. Both sensitivities would lead to impairment. In addition to the reserve engineers report, management expect (i) a better performance from the gas cycling pilot than the one predicted by the model (ii) future potential revenue from the sale of gas. Both projects will be realized mainly with the existing wells and facilities and as a result management expects to see an increase of its proved and probable reserve for General and Administrative Costs General and administrative costs for the three months ended March 31, 2013 were $0.9 million, a decrease of $0.2 million over the same period in The decrease is mainly explained by the exceptional legal fees to support the private placement operation that occurred in the first quarter of Foreign Exchange The foreign exchange result for the three months ended March 31, 2013 was $nil compared to a loss of $0.1 million for the same period in Finance Expense Finance expense for the three months ended March 31, 2013 was $0.6 million, equivalent to the same period in Related Party Transactions For the three months period ended March 31, 2013, compensation of $0.5 million ( $0.3 million) has been paid to key management personnel including the President, Chief Executive Officer, Chief Financial Officer and Board members. The remuneration of directors and key executives is determined in regards to the performance of individuals and market trends. Except for $0.03 million of share based payments, compensation falls entirely into short-term employee benefits., the only transaction between Candax and its major shareholder was the payment of loan interest.
9 Selected Quarterly Financial Data Candax Energy Inc. in thousands of US dollars except for share amounts Q1 Q2 Q3 Q4 Year 2013 Sales, net of royalties Profit/Loss (1 872) (1 872) Loss per share - basic and diluted (0.00) (0.00) Total assets Long-term financial liabilities Sales, net of royalties Profit/Loss (3 442) (3 706) (3 392) (3 168) (13 708) Loss per share - basic and diluted (0.00) (0.00) (0.00) (0.00) (0.01) Total assets Long-term financial liabilities Sales, net of royalties Profit/Loss (576) (1 963) (971) Loss per share - basic and diluted (0.00) (0.00) (0.00) Total assets Long-term financial liabilities Due to the seasonality of the Company sales, no revenue was recognized for the first quarter of In 2012, the revenue was spread over three quarters to recognize first the product of a Domestic Market Obligation ( DMO ) sale, second deferred revenue from the previous year and third the revenue from an equity lifting shared with ETAP. The revenue of the third quarter of 2011 reflected an overlift position. The loss of the first quarter of 2013 only reflects the General and Administrative expenses, the finance expenses and a deferred tax charge when in 2012 quarterly losses were amplified by extensive operational remedial costs to restore and progressively increase production on Robbana, El Bibane and Ezzaouia. Depletion costs have increased symmetrically with the production, resulting in a cost of production at a higher price than the realized price of sale. The profit for the fourth quarter of 2011 was mainly due a deferred income tax credit for $7.8 million related to recognition of a deferred tax asset in respect of a tax deduction on SEEB s bad debt and share depreciation of $4.5 million. Assets for the first quarter 2013 increased by $1.4 million due to (i) a decrease of $1.7 million in Cash and Cash equivalents mainly to finance recurrent costs of operation and despite the drawdown of $2 million from the fourth tranche of the shareholder loan, (ii) an increase in inventories of crude oil of $2.7 million, (iii) depletion of property, plant and equipment of $1.5 million, (iv) an increase of decommissioning costs capitalized as per a discount rate adjustment for $2.5 million and (v) other decrease in receivables for $0.7 mainly associated to cash advance with partners. Long term financial liabilities have increased by $2 million due to the draw down in March 2013 of the fourth tranche of the shareholder loan.
10 Debt rescheduling On January 28, 2013, Candax announced that it had rescheduled $2.7 million of principal repayment from its related party loan previously due on February 1, 2013, to be amortized in five equal payments over the next five years, the first settlement being postponed until January 31, Liquidity, Capital Resources and Capital Expenditures Liquidity risk arises from the Company s financial obligations and in the management of its assets, liabilities and capital structure. The Company manages this risk by regularly evaluating its liquid financial resources to fund current and long-term obligations and to meet its capital commitments in a costeffective manner. The main factors that affect liquidity include realized sales prices, production levels, cash production costs, working capital requirements, capital-expenditure requirements, scheduled repayments of long-term loans and borrowing obligations, credit capacity and debt and equity capital market conditions. Candax has historically relied on debt and equity financing to raise capital. Candax is in ongoing discussions with potential providers of funding and will take steps to continue to optimize its capital structure and access to low cost funding sources. The Company s objective is to maintain a balance between continuity of funding and flexibility through the use of its financing facilities. The Company still has $2 million of undrawn shareholder loan facilities. The initial capital expenditures plan of $10.5 million agreed as at December 31, 2012 has been reduced by $3.7 million arising mainly by the decision from Candax partners to postpone the first exploration well in Madagascar ($-2.6 million). There is no longer a minimum work obligation in respect of the Company s Tunisian assets. Capital expenditures come from the budget validated between partners for the development of the existing fields. As at March 31, 2013, the Company had a cash balance of $4.0 million (December 31, $5.7 million) and accounts receivable of $1.9 million (December 31, $2.2 million) to settle current liabilities $8.0 million (December 31, $9.8 million). The Company had a positive working capital position of $10.4 million at March 31, 2013 (December 31, $8.1 million). As the Amended Loan Agreement has a low principal repayment, first settlement being postponed to December 31, 2014 for $3 million and the interest payable under the Amended Loan Agreement is largely capitalized into principal amount of the loan and further as Candax still has $2 million available under Geofinance shareholder, Candax expects to be able to continue as a going concern. Candax is also dependent upon sustained cash flow from its operations. A material fall in the oil price or prolonged curtailment of production risks could compromise the ability of Candax to meet its obligations as they fall due. Capital Management and Sensitivities The Company manages its capital to ensure that the Company and its subsidiaries will be able to continue as a going concern while attempting to maximize the return to shareholders through the optimization of debt and equity financing. The Board of Directors does not establish quantitative return on capital criteria for management, but rather relies on the expertise of the Company s management to sustain future development of the Company. The capital structure consists of debt, less cash and cash equivalents and shareholders equity excluding accumulated other comprehensive income (loss). Management monitors its capital through its net cash position calculated as cash less term loan debt. The Company maintains this structure by managing working capital, capital spending programs and debt repayment terms. The Company raises capital, as necessary and the optimal balance between debt and equity may change over time. The Company is not subject to any externally imposed capital restrictions.
11 Management reviews its capital management approach on an ongoing basis and believes that this approach, given the relative size of the Company, is reasonable. There were no changes in the Company's approach to capital management during the period ended March 31, Sensitivity Analysis The Company has only fixed rates borrowings. The Company is not also subject to currency fluctuation, the debt being in US dollars, the main currency of the Company revenue. The Company is exposed to movements in the prices of oil commodities sold as a result of its normal operations. Although the Company has the ability to address its price-related exposures through the use of options, futures and forward contacts, it does not generally enter into such arrangements. The Company manages this risk essentially by optimizing the timing and conditions of oil liftings. For the three months period ended March 31, 2013 an increase or decrease of $10 per barrel would not have had any impact in the profitability of the Company (+/- $75 thousands over the same period of 2012). Commitments and Contingencies As at June 29, 2012 the Company had provided a stand by letter of credit in the amount of $0.1 million in favor of East African Exploration Limited, subsidiary of Afren Plc Group and a parent guarantee of $0.2 million in accordance with the term of the production sharing contract of Block 1101 in Madagascar entered in November 2006 and amended June 29, These guarantees have been extended on February 26, 2013 with a date of expiry, July 31, Critical Accounting judgements and Estimates The Company s financial statements are prepared in accordance with IFRS. In preparing financial statements management has to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. Based on historical experience, current conditions and expert advice, management makes assumptions that are believed to be reasonable under the circumstances. These estimates and assumptions form the basis for judgments about the carrying value of the assets and liabilities and reported amounts for revenues and expenses. Different assumptions would result in different estimates and actual results may differ materially from results based on these estimates. These estimates and assumptions are also affected by management s application of accounting policies. Critical accounting policies and estimates are those that affect the consolidated financial statements materially and involve a significant level of judgment by management. Going Concern The Company s consolidated financial statements have been prepared on the basis that the Company will continue as a going concern and, as such, has sufficient assets and working capital to satisfy its financial obligations as they come due (see Liquidity, Capital Resources and Capital Expenditures). In making this determination, management has made estimates of future revenues, and costs, and made assumptions on reserve status and the likelihood and timing for accessing reserves. This process involves making various assumptions and judgments about each of the factors affecting the determination of cash flows, production rates and fair values. Changes in any of these assumptions or judgments could result in significant difference from those used by management. Candax is in ongoing discussions with potential providers of funding and will take steps to continue to optimize its capital structure and access to low cost funding sources. Candax has a further $2 million available under the Geofinance shareholder loan facility. In making their determination that the Company will continue as a going concern, management has also considered its current ability to raise some additional funding through debt or to monetize some of its nonstrategic assets through a sale or farm out.
12 Reserves The preparation of financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. These estimates relate primarily to the future development costs associated with proved undeveloped reserves, reserve volumes, future production and revenues, and future costs associated with asset retirement obligations. The Company has its oil and gas reserves, future development costs and future cash flows from those reserves evaluated and reported on by Ryder-Scott Company Petroleum Consultants, independent petroleum reserve engineering consultants. The estimation of these amounts is a subjective process, based on engineering data, forecasted prices and production levels and the timing of expenditures. All of these estimates are subject to numerous uncertainties and various interpretations, and consequently will change over time to reflect updated information as it is received. Management has considered starting from the fourth quarter of 2012, the total proved and probable reserves being the most appropriate ratio to deplete capitalized costs as mature field owned in Tunisia rely on well-known reservoirs. The major issues encountered by the Company to develop its fields come from production and activation process. Infrastructure already in place in El Bibane and Ezzaouia will be used for the redevelopment of the each field, respectively through gas cycling and side-track. The net discounted cash flows from proved and probable reserves is also used by the Company to run a ceiling test over the net capitalized costs of its properties. Business Risks A comprehensive assessment of the Company s business risks is set out in the 2012 Annual Information Form. There are a number of inherent risks associated with oil and gas operations and development. Many of these risks are beyond the control of the Company. The following outlines some of the principal risks and their potential impact on the Company: Exploration, Development and Production Risks A portion of the current working capital of Candax will be expended on petroleum and natural gas exploration, exploitation and development activities, which are high-risk ventures with uncertain prospects for success. Oil and gas exploration involves a high degree of risk and there is no assurance that expenditures made on future exploration activities by the Company will result in new discoveries of oil, condensate or natural gas that are commercially viable or economically producible. Holders of securities of the Company must rely on the ability, expertise, judgment, discretion, integrity and good faith of management of the Company. It is difficult to project the costs of implementing any exploratory or developmental drilling program due to the inherent uncertainties of drilling in unknown formations, the costs associated with encountering various drilling conditions such as over-pressured zones and tools lost in the hole and changes in drilling plans and locations as a result of prior exploratory wells or additional seismic data and interpretations thereof. Few properties that are explored are ultimately developed into new reserves. In certain instances, the Company may be precluded from pursuing an exploration program or decide not to continue with an exploration program and such an occurrence may have a negative effect on the value of the securities of the Company. Future oil exploration may involve unprofitable efforts, not only from dry wells, but from wells that are productive but do not produce sufficient net revenues to return a profit after drilling, operating and other costs. Completion of a well does not assure a profit on the investment or recovery of drilling, completion and operating costs. In addition, drilling hazards or environmental damage could greatly increase the cost of operations, and various field operating conditions may adversely affect the production from successful wells. These conditions include: delays in obtaining governmental approvals or consents, shut-ins of connected wells resulting from extreme weather conditions, insufficient storage or transportation capacity or other geological and mechanical conditions. While diligent well supervision and effective maintenance operations can contribute to maximizing production rates over time, production delays and declines from normal field operating conditions cannot be eliminated and can be expected to adversely affect revenue and cash flow levels to varying degrees
13 Petroleum and Natural Gas Reserves All evaluations of future net revenues are before consideration of indirect costs such as administrative overhead, other miscellaneous expenses and income taxes. The future net revenues may not be representative of the fair market value of the reserves. There is no assurance that the forecast price and cost assumptions contained in the year end 2012 Ryder Scott Report will be attained and variances may be material. There are numerous uncertainties inherent in estimating quantities of proved and probable reserves, including many factors beyond the control of the Company. The reserves data and net present value of future cash flows set forth represent estimates only. In general, estimates of economically recoverable petroleum and natural gas reserves and the future net revenues therefrom are based upon a number of variable factors and assumptions, such as historical production from the properties, commodity prices, the assumed effects of regulation by governmental agencies and future operating costs, each of which may vary considerably from actual results. Estimates of the economically recoverable petroleum and natural gas reserves attributable to any particular group of properties, classification of such reserves based on risk of recovery and estimates of future net revenues expected therefrom, prepared by different engineers or by the same engineers at different times, may vary substantially. Fluctuation of Commodity Prices World prices for oil and natural gas have fluctuated widely in recent years. Future price fluctuations in world prices may continue and may have a significant impact upon the projected revenue of the Company, the projected return from its existing and future reserves and the general financial viability of the Company. The oil price realized by the Company are affected by factors such as supply and demand, oil quality and transportation adjustments. The Company expects to market its oil production in a manner consistent with past practices. The Company sells the majority of its Tunisian oil to arms-length purchasers priced on a sale by sale basis at prevailing market conditions, a portion of the oil produced by the Company is required to be sold domestically in Tunisia at rates less than those which would be realized in the international market. There is no assurance that the price paid for the oil produced by the Company will remain at current levels. A decrease in the price obtained for its oil may have a material adverse effect on the financial condition of the Company and its future operations. Asset Impairment Risk As discussed above, future additional declines in commodity prices and uncertainty in the capital markets could lead to additional impairments of the carrying value of the oil and gas assets held by the Company and thus may require a future significant charge to earnings and could potentially lead to a reduction of the Company s borrowing capacity. Similarly, the Company may be required to record an asset impairment charge considering the currently limited production of the El Bibane-3 well and the decision to postpone the workover of the El Bibane-4 well. Foreign Currency Exchange Rates The Company's reporting currency is the US dollar as all major business dealings are transacted in US dollars. The Company sells its oil production pursuant to marketing agreements that are denominated in US dollars. Many of the operational and other expenses incurred by the Company are paid in US dollars or in local currency of the country where operations are performed, essentially in Tunisian Dinar. The Company funds the majority of its transactions using US dollar currency from its US dollar bank account held with a European bank. The term loan debt is also US dollar denominated. Management believes the foreign exchange risk derived from currency conversions is negligible and therefore does not hedge its foreign exchange risk. The reported assets and liabilities of the Company (including reserve information) are recorded in US dollars. Competition
14 A number of other oil and gas companies operate and are allowed to bid for exploration and production licenses and other services in countries in Africa and the Middle East which are the focus of the business and operations of the Company, thereby providing competition to the Company. Larger companies may have access to greater resources than the Company, may be more successful in the recruitment and retention of qualified employees and may conduct their own refining and petroleum marketing operations, which may give such companies a competitive advantage over the Company. Some of these companies have been conducting operations in Tunisia for considerably longer periods of time than has the Company and thus these companies may be more familiar with the political and business landscape in Tunisia than the Company. In addition, actual or potential competitors may be strengthened through the acquisition of additional assets and interests. Environmental Regulation The current and future operations of the Company that are conducted in Tunisia and Madagascar are subject to environmental regulations enforced by the respective Governments. Should the Company initiate operations in other countries, such operations will be subject to environmental legislation in such jurisdictions. Current environmental legislation generally provides for restrictions and prohibitions on spills, releases or emissions of various substances produced in association with oil, condensate and natural gas operations. In addition, certain types of operations may require the submission and approval of environmental impact assessments. The existing operations of the Company are subject to such environmental policies and legislation. Environmental legislation and policy is periodically amended. Such amendments may result in stricter standards and enforcement and in more stringent fines and penalties for non-compliance. Environmental assessments of existing and proposed projects carry a heightened degree of responsibility for companies and their directors, officers and employees. The costs of compliance associated with changes in environmental regulations could require significant expenditures, and breaches of such regulations may result in the imposition of material fines and penalties. In an extreme case, such regulations may result in temporary or permanent suspension of production operations. There can be no assurance that these environmental costs or effects will not have a material adverse effect on the future financial condition or results of the operations of the Company. Controls and Procedures Disclosure controls and procedures The Company s disclosure controls and procedures are designed to ensure that all important information about the Company, including operating and financial activities, is communicated fully, accurately and in a timely way and provide assurance that the financial reporting is accurate. Internal controls over financial reporting As at March 31, 2013, the Company s CEO and CFO have certified that the disclosure controls and procedures are effective and that during the quarter ended March 31, 2013, the Company did not make any material changes in the internal controls over financial reporting that materially affected or are reasonably likely to materially affect the Company s internal control over financial reporting.
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