Unaudited Interim Consolidated Financial Statements For the nine months ended September 30, 2005 Contents Interim Consolidated Financial Statements Interim Consolidated Balance Sheets Interim Consolidated Statements of Operations and Deficit Interim Consolidated Statements of Cash Flows Notes to Interim Consolidated Financial Statements 2 3 4 5-13 The unaudited interim financial statements for the period ended September 30, 2004 are presented for comparative purposes and have not been reviewed by the Company s auditors.
Consolidated Balance Sheets US Dollars September 30, December 31, 2005 2004 (Unaudited) (Audited) ASSETS Current Cash $ 23,894,872 $ 4,643,522 Accounts receivable 275,155 63,480 Due from shareholders (Note 4) 120,523 - Prepaid expenses and short term investments 447,667 198,318 24,738,217 4,905,320 Deferred financing costs 95,645 - Deposit on capital equipment 689,632 - Due from shareholders (Note 4) 270,000 - Property and equipment (Note 5) 25,777,230 4,772,408 Intangible assets 1 1 $ 51,570,725 $ 9,677,729 LIABILITIES AND SHAREHOLDERS' EQUITY Current Accounts payable and accrued liabilities $ 4,774,395 $ 1,006,930 Due to shareholders (Note 4) - 178,923 Demand promissory note (Note 6) 41,520 41,515 4,815,915 1,227,368 Deferred funds (Note 7) 850,000-5,665,915 1,227,368 Shareholders' equity Convertible note (Note 8) 2,000,000 - Share capital (Note 9(b)) 46,767,327 9,408,023 Share purchase warrants (Note 9(c)) 21,516 280,919 Contributed surplus (Note 9(e)) 486,583 171,603 Deficit (3,370,616) (1,410,184) 45,904,810 8,450,361 Nature of operations and basis of preparation (Note 1) Commitments and contingencies (Note 10) Subsequent events (Note 12) Approved on behalf of the Board $ 51,570,725 $ 9,677,729 Director Director 2 The accompanying notes are an integral part of these unaudited interim consolidated financial statements
Unaudited Consolidated Statements of Operations and Deficit US Dollars 3 months ended September 30, 9 months ended September 30, 2005 2004 2005 2004 Expenses General and administrative $ 601,124 $ 414,129 $ 1,748,092 $ 1,037,913 Stock based compensation 107,286 31,861 279,303 139,743 Financing costs 2,629 (327) 38,257 1,800 Exchange gains (losses) 9,950 9,521 43,445 5,742 Amortization 3,969-11,907 - Total expenses 724,958 455,184 2,121,004 1,185,198 Other income Interest income 124,897-160,572-124,897-160,572 - Net loss for the period (600,061) (455,184) (1,960,432) (1,185,198) Deficit, beginning of period (2,770,555) (933,703) (1,410,184) (203,689) Deficit, end of period $ (3,370,616) $ (1,388,887) $ (3,370,616) $ (1,388,887) Loss per share basic and diluted $ (0.04) $ (0.18) $ (0.17) $ (0.48) Weighted averaqe number of shares 16,571,433 2,466,667 11,331,856 2,478,388 3 The accompanying notes are an integral part of these unaudited interim consolidated financial statements
Unaudited Consolidated Statements of Cash Flows US Dollars 3 months ended September 30, 9 months ended September 30, 2005 2004 2005 2004 Operating Activities: Net loss for the period $ (600,061) $ (455,184) $ (1,960,432) $ (1,185,198) Add items not requiring cash Stock based compensation 107,286 31,861 279,303 139,743 Amortization 3,969-11,907 - (488,806) (423,323) (1,669,222) (1,045,455) Net change in non-cash working capital 58,947 466,380 527,002 373,359 (429,859) 43,057 (1,142,220) (672,096) Financing Activities: Advances from shareholders (360,949) 5,967 (569,446) (16,653) Proceeds from deferred funds (Note 7) - - 850,000 - Proceeds from convertible note (Note 8) - - 4,000,000 - Deferred financing costs 234,574 - (95,645) - Proceeds from issuance of common shares (net of share issue costs) 28,396,847 (29,562) 35,135,578 1,933,688 28,270,472 (23,595) 39,320,487 1,917,035 Investment Activities: Mnazi Bay project capital costs (9,050,149) (378,993) (20,989,478) (1,358,122) Deposit on capital equipment (689,632) - (689,632) - Acquisition of fixed assets (13,662) (21,213) (27,251) (55,335) (9,753,443) (400,206) (21,706,361) (1,413,457) Net change in non-cash working capital 1,798,280-2,779,444 - (7,955,163) (400,206) (18,926,917) (1,413,457) Increase (decrease) in cash 19,885,450 (380,744) 19,251,350 (168,518) Cash, beginning of period 4,009,422 457,392 4,643,522 245,166 Cash, end of period $ 23,894,872 $ 76,648 $ 23,894,872 $ 76,648 4 The accompanying notes are an integral part of these unaudited interim consolidated financial statements
1. Nature of Operations and Basis of Preparation Artumas Group Inc. ( AGI or the Company ) was incorporated under the laws of Alberta, Canada on August 8, 2000. The Company is a development stage independent energy producer engaged in developing complete energy solutions to provide low-cost electricity through conversion of stranded natural gas reserves to electricity generation together with the connection and distribution of electricity to specific regions in rural Africa. AGI is also actively involved in developing off-take gas markets to allow for the monetization and exploitation of the identified gas pools. The consolidated financial statements have been prepared in accordance with Canadian generally accepted accounting principles on the going concern basis, which presumes that AGI will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. As a start-up company without a current source of operating revenues, AGI is relying upon its ability to complete its initial project. The Company s ability to continue as a going concern is dependent on its ability to generate future profitable operations, secure additional sources of financing, and on the continued support of its lenders, creditors, and shareholders. The outcome of these matters cannot be predicted at this time. The consolidated financial statements do not reflect adjustments to the carrying values and classification of assets and liabilities that might be necessary should the Company be unable to continue its operations. The unaudited interim consolidated financial statements do not include all the disclosures required for annual financial statements and should be read in conjunction with the audited consolidated financial statements for the year ended December 31, 2004. 2. Change in Reporting Currency The Company has changed its reporting currency from Canadian dollars to US dollars effective for the 2005 reporting periods. Comparative figures for prior periods have been restated in US dollars using the current rate method of translation as though the US dollar was the reporting currency in those periods. The majority of the Company s operations are conducted in US dollars and management believes that reporting in US dollars will more accurately reflect the Company s financial position and results of operations. 5
3. Significant Accounting Policies The consolidated financial statements have been prepared by management in accordance with Canadian generally accepted accounting principles. The preparation of consolidated financial statements in conformity with Canadian generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts recorded in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates. The consolidated financial statements have, in management s opinion, been properly prepared using careful judgement with reasonable limits of materiality. The accounting policies and methods used in preparation of the financial statements are consistent with the December 31, 2004 audited financial statements except as disclosed below. Financing costs Financing costs relating to shares issued subsequent to the end of the period are deferred and will be charged to share capital in the same period as the share issue proceeds are recorded. Financing costs related to debt facilities are deferred and amortized over the term of the debt. 4. Due (to) from Shareholders At December 31, 2004, certain shareholders had agreed to the deferral of payment for consulting services they had provided to the Company, which amounts were recorded as a liability of $178,923 in the consolidated financial statements. During the first quarter of 2005, the Company made a settlement in the amount of $180,579 with certain shareholders through the issue of 150,000 common shares in the amount of $160,781 and a cash payment of $19,798 (see Note 9(b)). As a result of this settlement and other transactions during the second and third quarters of 2005, an amount of $120,523 is due from shareholders at September 30, 2005. These transactions were recorded at the exchange amount. The amounts owing are non-interest bearing, unsecured and due on demand. Artumas purchased, on behalf of an officer and director of the Company, 150,000 common shares at $1.80 per share, for a total cost of $270,000, from a shareholder and former consultant. The shares were originally given to the former consultant in 2002 out of the founder s shares of the same officer and director of the Company. Under the terms of the arrangement with the consultant and the Company, the officer and director had the right to reacquire the shares when the former consultant left the Company. The cost of $270,000 incurred by the Company on behalf of the director and officer for the purchase of the shares has been recorded as a loan due from a company owned by the officer and director. The loan is secured by the shares, non-interest bearing and has no fixed terms of repayment. 6
5. Property and Equipment September 30, 2005 Accumulated Net Book Cost Amortization Value Mnazi Bay project costs $ 25,710,324 $ - $ 25,710,324 Office equipment 93,025 26,119 66,906 $ 25,803,349 $ 26,119 $ 25,777,230 December 31, 2004 Accumulated Net Book Cost Amortization Value Mnazi Bay project costs $ 4,720,846 $ - $ 4,720,846 Office equipment 65,774 14,212 51,562 $ 4,786,620 $ 14,212 $ 4,772,408 During the nine months ended September 30, 2005, $817,678 of general and administrative expenses directly related to the Project were capitalized to Mnazi Bay project costs. The Company has recorded an amount of $1.2 million (December 31, 2004 - $166,000) in capitalized Project costs (with an offsetting liability of $1.2 million included in accounts payable and accrued liabilities) to cover the estimated amount of Tanzanian withholding tax not deducted by Artumas from payments made to its foreign contractors who provided services in Tanzania but were not registered for Tanzanian tax purposes. The Company anticipates that it will receive an exemption from the requirement to deduct withholding taxes for these contractors and will be able to reduce its capitalized costs and accounts payable by the amount of the provision. 6. Demand Promissory Note The unsecured demand promissory note bears interest at an annual rate of 5% beginning January 1, 2004, and is due to Sunorca Development Corporation ( Sunorca ). AGI and its management and directors own approximately 13% of the shares of Sunorca (see Note 10(a)). 7
7. Deferred Funds The Netherlands Development Financial Institution ( FMO ) is committed, subject to finalizing the terms of the grant agreement and related representations, to contribute a maximum of U.S. $1.7 million to Artumas Tanzania (Jersey) Limited ( ATJL ), a wholly-owned subsidiary of AGI, in exchange for warrants convertible into a maximum of 20% of the shares of ATJL, by paying a proportionate share of the sunk costs in the Project at the time of the election to convert. FMO made the first disbursement of $850,000 of its contribution on March 2, 2005 and this amount is recorded as Deferred Funds in the consolidated financial statements. The Company anticipates that the remaining contribution commitments of FMO of $850,000 will be received in the fourth quarter of 2005 upon tendering final reports and verification of Phase 1 of the Project. The terms of the agreement with FMO require the Company to meet certain conditions with respect to expenditure amounts and related reporting requirements. The Company has complied with these conditions. 8. Convertible Notes During May 2005, the Company issued to certain existing shareholders two $2,000,000 noninterest bearing, unsecured notes that do not require repayment and can only be converted into common shares of the Company on the earlier of the date the Company obtains a stock exchange listing or October 31, 2005. The conversion price is 68.75% of the price at which the Company s shares are issued pursuant to an Initial Public Offering ( IPO ) in conjunction with a stock exchange listing or, if the Company does not complete an IPO at the time of obtaining a stock exchange listing, 68.75% of the weighted average price at which the Company s common shares are traded on the exchange during the ten business days immediately following admission to the exchange, or such other weighted average price and period as agreed to by the Company and the holder of the notes. Effective August 16, 2005, the holder of one of the $2,000,000 convertible notes elected to convert the note into common shares of the Company at a conversion price of $3.4375 per share, resulting in the issuance of 581,818 common shares (see Note 9). The holder of the other $2,000,000 convertible note elected to convert the note into common shares of the Company effective November 7, 2005 on the same terms (see Note 12). 8
9. Share Capital (a) Authorized Unlimited number of voting common shares without nominal or par value. Unlimited number of non-voting preferred shares to be issued in series, without nominal or par value. (b) Common shares issued Number of shares Amount Balance, December 31, 2004 7,200,000 $ 9,408,023 Issued for cash pursuant to private placements 2,520,000 6,045,000 Issued for cash pursuant to initial public offering 6,200,000 31,000,000 Issued on exercise of warrants 950,000 1,991,903 Issued on conversion of note 581,818 2,000,000 Shares repurchased from former employee (150,000) (196,458) Issued in settlement of shareholder loans 150,000 160,781 Share issue costs - (3,641,922) Balance, September 30, 2005 17,451,818 $ 46,767,327 During the first six months of 2005 the Company completed private placement issuances for 1,520,000 common shares for cash consideration of $2.25 per share and 1,000,000 common shares for cash consideration of $2.625 per share for total gross proceeds of $6,045,000. The Company incurred share issue costs of $1,038,768 during the first half of 2005 in connection with the private placements. Shares issued during the period include 25,000 common shares purchased by a director of the Company. During the third quarter of 2005 the Company completed an initial public offering for 6,200,000 common shares for cash consideration of $5.00 per share for total gross proceeds of $31,000,000. The Company incurred share issue costs of $2,603,153 in connection with the initial public offering. During the second quarter of 2005, holders of warrants to purchase common shares exercised 950,000 warrants comprising 450,000 warrants at an exercise price of $1.35 per share and 500,000 warrants at an exercise price of $2.25 per share. The total proceeds of $1,732,500 have been recorded as an increase in the value of shares issued in the amount of $1,991,903 and a reduction of $259,403 in the value of outstanding warrants. During the second quarter of 2005, the Company repurchased 150,000 common shares from a former employee for $1.07 per share for $160,781 and re-issued the shares to three individuals who are shareholders, directors and officers of the Company in settlement of amounts due to shareholders (see Note 4). The share purchase has been recorded at the cumulative weighted average share value of $1.31 per share for a total of $196,458 and the difference between the purchase price and weighted average price has been recorded as contributed surplus. 9
9. Share Capital (continued) (c) Issued and outstanding warrants Number of shares Amount Balance, December 31, 2004 982,000 $ 280,919 Exercised in exchange for common shares (950,000) (259,403) Balance, September 30, 2005 32,000 $ 21,516 The following table summarizes information about warrants outstanding at September 30, 2005: Weighted Number of Weighted Average average warrants Remaining Life exercise price outstanding (Years) $ 2.00 32,000 1.72 (d) Stock options The Company has a stock option plan under which up to 10% of the number of the Company s issued and outstanding common shares (including warrants to purchase common shares) may be reserved for issuance to directors, officers, employees and consultants. Under the plan, the options that have been granted vest over a four year period and expire ten years from the date of grant. At September 30, 2005 the Company has granted stock options to various directors, consultants, and employees of the Company as follows: Number Exercise of options Price Balance, December 31, 2004 370,000 $ 1.75 Granted 350,000 $ 2.36 Balance, September 30, 2005 720,000 $ 2.05 The following table summarizes information about the stock options outstanding at September 30, 2005: Weighted Number of Weighted Average Number of average options Remaining Life Shares exercise price outstanding (Years) Exercisable September 30, 2005 $ 2.05 720,000 8.92 218,000 10
9. Share Capital (continued) On April 13, 2005, the Company reserved an additional 150,000 common shares under its stock option plan for issuance to directors, officers, employees and consultants. During the period ended September 30, 2005, the Company granted 50,000 options to purchase common shares at U.S. $3.00 per share effective April 13, 2005, leaving 100,000 options authorized but not yet allocated. The value of stock options granted in the nine months ended September 30, 2005 was estimated at $293,910 and this amount will be recognized as stock compensation expense over the fouryear vesting period of the options. During the period, stock compensation expense of $222,303 for options issued in 2004 and 2005 has been recorded in the consolidated statement of operations and deficit. The value of stock options granted was determined at the dates of granting the options using the Black-Scholes option pricing model based on the following assumptions: risk-free interest rate of 4%; expected term of 10 years; volatility of 20%; and expected future dividend yield of nil. (e) Contributed surplus Balance, December 31, 2004 $ 171,603 Stock compensation expense 222,303 Share purchase loan 57,000 Adjustment to value of shares purchased 35,677 Balance, September 30, 2005 $ 486,583 The fair value of the loan for the purchase of shares (see Note 4) was determined to be $57,000 at the date of the loan granted using the Black-Scholes option pricing model based on the following assumptions: risk-free interest rate of 4%; expected term of 1 year; volatility of 49%; and expected future dividend yield of nil. The value of the loan has been recorded as stock compensation expense in the quarter. 11
10. Commitments and Contingencies There have been no material changes in the existence, likelihood or amount of other contingencies from the preceding annual consolidated financial statements, except as described below. (a) Effective July 5, 2005, the Company settled a claim made by a shareholder and former consultant for loss of employment (see Note 8 (e) to the Consolidated Financial Statements for the years ended December 31, 2004 and 2003). The Company settled the claim for $26,072. (b) Effective August 8, 2005 the Company reached a settlement agreement with Sunorca regarding outstanding issues related to Sunorca s participating interest in the Mtwara Energy Project (see Note 8 (d) to the Consolidated Financial Statements for the years ended December 31, 2004 and 2003). Under the terms of the settlement, Sunorca will sell all its rights and interest in the Mtwara Energy Project for cash consideration of $325,680 (Canadian $400,000) and a gross overriding royalty ("GORR") on the Company s interest in the mineral rights for the Mtwara Energy Project of 2.75% (net 2.2%) for the Development Block and 2.75% to 1.85% (net 2.2% to 1.5%) for the Exploration Block. The unsecured demand promissory note in the amount of $41,520 (Canadian $50,000) payable to Sunorca will be deemed to be satisfied and paid in full as part of the settlement. Under the terms of this agreement Sunorca would have no rights or interest in the power or transmission and distribution components of the Mtwara Energy Project. Closing will take place upon completion of the negotiations with Sunorca on the Gross Overriding Royalty Agreement and selection of three exploration blocks to add to the GORR for the Development Lands. (c) The Company has received a statement of claim dated October 3, 2005, in the amount of $784,398, from an oilfield services contractor relating to services that the contractor claims it has provided during Phase 1 of the Mtwara Energy Project. The Company believes that it has settled in full all amounts due to the contractor based on the Company s assessment of the nature and scope of services provided and intends to file a statement of defence in response to this claim. The amount of $784,398 has not been recorded in the consolidated financial statements as the ultimate outcome of this claim is currently not determinable. (d) In addition, the Company is proceeding with Phase 2 of the Mtwara Energy Project which involves making commitments for capital expenditures in the normal course of business. Artumas has currently entered into contracts for drilling and other oilfield services, pipeline construction and power generation facilities, which involve commitments for capital expenditures in the amount of approximately $11.5 million. In addition, subsequent to September 30, 2005, Artumas has made advance payments of approximately $4 million to suppliers and contractors to secure materials and supplies. 12
11. Related Party Transactions In addition to those disclosed elsewhere in these consolidated financial statements, the Company had the following related party transactions: (a) During the nine months ended September 30, 2005 in the normal course of business, legal services of $647,472 (2004 - $204,388) were provided by law firms in which one of the directors of the Company was a senior lawyer and in the other is a partner. The transactions have been recorded at the exchange amount and are included in deferred financing costs, share issue costs and general and administrative expenses, including capitalized general and administrative expenses. At September 30, 2005 the amount payable to the law firm was $89,675 (December 31, 2004 - $69,792). (b) During the nine months ended September 30, 2005, the Company paid $65,552 for consulting services to a company that is owned by an individual who is related to an officer, director and shareholder of AGI. At September 30, 2005, AGI owed nil (December 31, 2004 - $8,300) to this Company. These transactions have been recorded at the exchange amount and are included in general and administrative expenses and capitalized general and administrative expenses in property and equipment. 12. Subsequent Events Effective November 7, 2005, the holder of one of the $2,000,000 convertible notes elected to convert the note into common shares of the Company at a conversion price of $3.4375 per share, result in the issuance of 581,818 common shares. As a result, the Company currently has 18,033,636 common shares issued and outstanding. 13