CENTURY ENERGY LTD. FORM 51-102F1 MANAGEMENT DISCUSSION AND ANALYSIS FOR THE YEAR ENDED AUGUST 31, 2014 The following management s discussion and analysis ( MD&A ), prepared as of December 11, 2014, should be read in conjunction with the audited consolidated financial statements of Century Energy Ltd. ( Century or the Company ) and the notes thereto for the year ended August 31, 2014. The audited consolidated financial statements are prepared in accordance with International Financial Reporting Standards ( IFRS). All amounts are stated in Canadian dollars unless otherwise indicated. Forward-Looking Statements Certain of the statements contained in this MD&A including, without limitation, financial and business prospects and financial outlook, reserve and production estimates, drilling and re-completion plans, timing of drilling, re-completion and tie-in of wells, productive capacity of wells and capital expenditures and the timing thereof may be forward-looking statements. Words such as may, will, should, could, anticipate, believe, expect, intend, plan, potential, continue and similar expressions may be used to identify these forward-looking statements. These statements reflect management s current beliefs and are based on information currently available to management. Forward-looking statements involve significant risk and uncertainties. A number of factors could cause actual results to differ materially from the results discussed in the forward-looking statements including, but not limited to, risks associated with oil and gas exploration, development, exploitation, production, marketing and transportation, loss of markets, volatility of commodity prices, currency fluctuations, imprecision of reserve estimates, environmental risks, competition from other producers, inability to retain drilling rigs and other services, incorrect assessment of the value of acquisitions, failure to realize the anticipated benefits of acquisitions, delays resulting from or inability to obtain required regulatory approvals and ability to access sufficient capital from internal and external sources. As a consequence, actual exhaustive results may differ materially from those anticipated in the forward-looking statements. Readers are cautioned that the foregoing list of factors is not exhausted. Additional information on these and other factors that could effect the Company s operations and financial results are included in reports on file with Canadian securities regulatory authorities and may be accessed through the SEDAR website (www.sedar.com). Although the forward-looking statements contained herein are based upon what management believes to be reasonable assumptions, management cannot assure that actual results will be consistent with these forward-looking statements. Investors should not place undue reliance on forward-looking statements. These forward-looking statements are made as of the date hereof and the Company assumes no obligation to update or review them to reflect new events or circumstances except as required by applicable securities laws. Historical results of operations and trends that may be inferred from the following discussions and analysis may not necessarily indicate future results from operations. OVERVIEW The Company is a small oil and gas exploration and production company. The Company has one subsidiary, Topper Resources, USA, Inc., which is wholly owned and has no producing assets. During the year ended August 31, 2014, the Company continued to evaluate oil and gas prospects for exploration and production opportunities. The Company had an interest in one producing well and one non-producing well in the Roncott area of Saskatchewan and one non-producing well in the Vawn area of Saskatchewan. During 2014, in two separate transactions, the Company sold its remaining properties at Vawn and Roncott and as of August 31, 2014 there are no remaining oil and gas properties or exploration assets. OVERALL PERFORMANCE The Company realized a net revenue from oil and gas operations of 21,903 compared to 19,376 in the prior year. Production was generated from one well in the Roncott area which averaged one bbl/d of crude oil net to the Company s interest in both 2014 and 2013. The Company incurred a net loss of 161,651 for the 2014 year. The most significant expenses were professional fees of 50,018 management fees of 30,000, consulting fees of 14,370, all of which were included in general and administrative expenses. This 1
compares to the prior year loss of 138,877 which included 38,248 for professional fees, 30,000 for management fees, consulting fees of 17,655, all included in general and administrative expenses, and 12,504 of stock compensation expense. Additionally, in 2014 there were several unusual non-recurring items. Due to the bankruptcy filing by the operator of the Roncott the Company was not able to recover all amounts owed resulting in a bad debt expense of 12,979. There was an impairment charge of 17,505 related to the Vawn exploration property which was sold during the year for net proceeds of 461,000 which was less than the Company s carrying value for the exploration and evaluation assets. As an operator in the province of Saskatchewan the Company paid a drilling deposit of 10,000. This was written off in 2014. These charges were offset to some extent by a gain of 18,964 realized on the sale of the Roncott producing property for 36,556 which was greater than the carrying value of the property. At August 31, 2013, the Company had cash of 11,563 and a working capital deficit of 63,461. During 2014 the Company received net proceeds of 461,000 and 36,556 respectively, from the sale of its Vawn and Roncott properties. This provided sufficient funds for the Company to finance its operating activities and strengthen its financial position. At August 31, 2014 the Company had remaining cash of 377,490 with a working capital surplus of 324,167. SELECTED ANNUAL INFORMATION The following table provides a brief summary of the Company s financial operations. For more detailed information, refer to the Company s consolidated financial statements. Year Ended Year Ended Year Ended August 31, August 31, August 31, 2014 2013 2012 Total revenues 32,257 32,729 40,483 Net loss before other items 161,651 138,877 266,599 Net loss 161,651 138,877 166,599 Basic and diluted loss per share (0.03) (0.03) (0.03) Total assets 395,792 640,531 719,143 Total long-term liabilities - 46,552 46,305 Cash dividends - - - The Company revenues were primarily derived from one producing well in the Roncott area of Southeast Saskatchewan. SUMMARY OF QUARTERLY RESULTS Net Income (Loss) per Net Income Share Basic Revenues (Loss) and Diluted Fiscal 2014 First quarter 8,771 (18,395) (0.00) Second quarter 8,412 (92,574) (0.01) Third quarter 9,661 (33,951) (0.00) Fourth quarter 5,413 (16,731) (0.00) Fiscal 2013 First quarter 8,093 (21,799) (0.00) Second quarter 7,693 (65,798) (0.01) Third quarter 3,713 (24,383) (0.00) Fourth quarter 13,230 (26,897) (0.00) 2
SUMMARY OF PROPERTIES In June 2008 the Company agreed to purchase a 100% interest in certain petroleum and natural gas leases in Southern Saskatchewan, Canada. In September 2008, the Company entered into a farm-in agreement with Triaxon Resources Ltd. whereby Triaxon agreed to pay 100% of the costs to drill and a complete a well. The Company retained a 30% interest. The well was successful and began commercial production in early 2009. In 2010 The Company entered into a farm-in agreement with Atikwa Resources for the drilling of another well on the Roncott lands. The well was completed for production and the Company began to receive revenue in the fourth quarter of 2011. In 2012 drilled its first well as operator in the Vawn area of Saskatchewan which is currently suspended. The well indicated potential but the Company was not been able to overcome excessive water production. In 2014 the Company s entire interest in the Vawn area was sold for net proceeds of 461,000. The Company s interests in the Roncott area were also sold, generating proceeds of 36,556. OIL AND GAS PRODUCTION For the year ended August 31, 2014, the Company averaged 1.0 barrel per day (2013 1.0 barrels per day) of crude oil production from its Roncott property. RESULTS OF OPERATIONS For the year ended August 31, 2014 compared to the year ended August 31, 2013 Oil and gas revenues totalled 32,257 for the year ended August 31, 2014 compared to 32,729 for the prior year. There was a 22% decrease in oil and gas operating expenses to 10,354 from 13,353 in the prior year. Expenses other than well operations, totalled 183,554 in the current year compared to 158,253 in the prior year. The increase is primarily attributable to the following: - Impairment charges of 17,505 related to the sale of the Company s exploration and evaluation assets in the Vawn area, bad debt expenses of 12,979 related to the bankruptcy of the Roncott area operator and the write-off of 10,000 for a drilling deposit paid to the province of Saskatchewan that was no longer needed. These one-time charges were partially offset by a gain of 18,864 realized from the sale of producing properties in the Roncott area. - Stock based compensation decreased from 12,504 in 2013 to nil in 2014. There were no stock options issued in 2014. - Depletion and amortization decreased 40% to 8,020 in 2014 compared to 13,190 in 2013 as a result of increased reserves estimates. LIQUIDITY The Company has financed its operations to date primarily through the issuance of common shares and property sales. The Company continues to seek capital through various means including the issuance of equity and/or debt. The financial statements have been prepared on a going concern basis which assumes that the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The continuing operations of the Company are dependent upon its ability to continue to raise adequate financing and to commence profitable operations in the future. August 31, August 31, 2014 2013 Deficit (8,483,261) (8,321,610) Working (capital deficiency) 324,167 (63,461) The Company s cash increased to 377,490 on August 31, 2014 from 11,563 on August 31, 2013 as a result of proceeds realized from the sale of exploration and evaluation assets and oil and gas producing properties which generated 499,155. There 3
was no cash generated during the 2014 financial year from the issuance of equity or other financial instruments. There was also no spending for oil and gas activities. Funds of 133,288 were applied to operations and settling liabilities. The Company remains dependent on future share issuances or asset sales to fund capital programs, develop its resources and finance operations. Should these efforts not be successful the Company may not be able to settle its liabilities as they become due. CAPITAL RESOURCES. The Company s main source of liquidity is access to equity capital markets. The Company will require continued additional funding in order to execute on its business strategy. The Company anticipates that public capital markets will serve as the principal source of capital to finance its future oil and gas activities and/or significant property purchases. Changes in the capital markets, including a decline in the prices of natural gas and oil, could materially and adversely impact on the Company s ability to complete further equity financings, with the result that the Company may be forced to scale back its operational activities. The Company s future capital requirements will depend on many factors, including, among others, cash flow from operations. To the extent that existing resources are insufficient to fund the Company s losses until profitability is reached, the Company may need to raise additional funds through debt or equity financing. If additional funds are raised through the issuance of equity securities, the percentage ownership of current shareholders will be reduced and such equity securities may have rights, preferences, or privileges senior to those of the holders of the Company s common stock. No assurance can be given that additional financing will be available, or that it can be obtained on terms acceptable to the Company and its shareholders. If adequate funds are not available, the Company may be required to delay possible expansion plans or acquisitions. SHARE CAPITAL There were no shares issued in 2014. Subsequent to year end the Company s shares were consolidated on the basis of one new share for each 10 shares previously outstanding. Subsequent to year end, in November 2014, the Company completed a non-brokered private placement of units consisting of 2,350,000 (post consolidation) shares at a price of 0.08 per share and 2,350,000 warrants exercisable at 0.10 per share, for gross proceeds of 188,000. Each warrant is exercisable for a period of one year. As of December 11, 2014, the Company had 7,873,722 common shares issued and outstanding and 203,100 stock options and 2,350,000 share purchase warrants outstanding. The Company s fully diluted position is 10,426,822 shares. RELATED PARTY TRANSACTIONS The Company paid or accrued management fees of 30,000 (2013-30,000) to a company controlled by a director, J McCarroll. The Company paid consulting fees of 5,200 (2013-3,800) to a director and officer, Doug Baker, for accounting and financial services. As at August 31, 2014, accounts payable and accrued liabilities include nil (2013-688) due to a company owned by a director and officer, Doug Baker and 30,542 (2013-1,691) due to a company owned by J McCarroll. The remuneration of directors and key management personnel during the year ended August 31, 2014 and 2013 is as follows: 2014 2013 Consulting and management fees 35,200 33,800 Share-based payments - 12,504 35,200 46,304 The amounts charged to the Company for the services provided have been determined by negotiation among the parties and, in certain cases, are covered by signed agreements. These transactions were in the normal course of operations and were measured at the exchange value, which represented the amount of consideration established and agreed to by the related parties. 4
CRITICAL ACCOUNTING ESTIMATES The financial statements have been prepared in accordance with accounting principles generally accepted in Canada and from the basis for the following discussion and analysis of critical accounting policies and estimates. The Company makes estimates and assumptions that affect the reported amounts of assets, liabilities and expenses and related disclosure of contingent assets and liabilities during the course of preparing these financial statements. On a regular basis, the Company evaluates estimates and assumptions including those related to the recognition of stock-based compensation. Estimates are based on historical experience and on various other assumptions that the Company believes to be reasonable. These estimates form the basis of judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from those estimates. CHANGES IN ACCOUNTING POLICIES INCLUDING INITIAL ADOPTION NEW ACCOUNTING PRONOUNCEMENTS New accounting policies Effective September 1, 2013, the following standards were adopted but have had no material impact on the consolidated financial statements of the Company: i) IAS 1 (Amendment): This standard was amended to change the disclosure of items presented in OCI, including a requirement to separate items presented in OCI into two groups based on whether or not they may be recycled to profit or loss in the future. ii) IFRS 7 (Amendment): This standard was amended to enhance disclosure requirements related to offsetting of financial assets and financial liabilities. iii) IFRS 10: New standard to establish principles for the presentation and preparation of consolidated financial statements. iv) IFRS 11: New standard to account for the rights and obligations in accordance with a joint agreement. v) IFRS 12: New standard for the disclosure of interest in other entities not within the scope of IFRS 9 / IAS 39. vi) IFRS 13: New standard on the measurement and disclosure of fair value. vii) IAS 27 (Amendment): As a result of the issue of IFRS 10, IFRS 11 and IFRS 12. IAS 27 deals solely with separate financial statements. viii) IAS 28 (Amendment): New standard issued that supersedes IAS 28 (2003) to prescribe the application of the equity method to investments in associates and joint ventures. ix) IAS 32 (Amendment): This standard was amended to clarify requirements for the offsetting of financial assets and financial liabilities. x) IAS 36 (Amendment): This standard was amended to address the disclosures required regarding the recoverable amount of impaired assets or cash generating units for periods in which an impairment loss has been recognized or reversed. Recent accounting pronouncements Certain new standards issued that may impact the Company are described below. The Company intends to adopt these standards when they become effective. The Company does not expect the impact of such changes on the financial statements to be material. i) IFRS 7 (Amendment): This standard was amended to require additional disclosure on the transition from IAS 39 to IFRS 9. It is effective for annual periods beginning on or after January 1, 2015. ii) IFRS 9: New standard that replaced IAS 39 for classification and measurement of financial assets, effective for annual periods beginning on or after January 1, 2018; iii) IFRS 15: New standard to establish principles for reporting the nature, amount, timing, and uncertainty of revenue and cash flows arising from an entity s contracts with customers. It provides a single model in order to depict the transfer of promised goods or services to customers. IFRS 15 supersedes IAS 11, Construction Contracts, IAS 18, Revenue, IFRIC 13, Customer Loyalty Programs, IFRIC 15, Agreements for the Construction of Real Estate, IFRIC 18, Transfers of Assets from Customers, and SIC-31, Revenue Barter Transactions involving Advertising Service. This standard is effective for annual periods beginning on or after January 1, 2017. 5
FINANCIAL INSTRUMENTS The fair value of the Company s receivables, accounts payable and accrued liabilities approximate carrying value which is the amount recorded on the consolidated statements of financial position. The Company s other financial instrument, cash, under the fair value hierarchy is based on level one quoted prices in active markets for identical assets and liabilities. The Company s risk exposures and the impact on the Company s financial instruments are summarized below: Credit risk Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations. The Company s accounts receivable are due from the Government of Canada for input tax credits and from oil and gas operators and are subject to normal credit risk. The maximum exposure to credit risk at August 31, 2014 is the following amounts: August 31, 2013 August 31, 2013 Cash 377,490 11,563 Receivables 17,289 32,124 Maximum exposure to credit risk 394,779 43,687 Trade and other receivables As at August 31, 2014, the majority of receivables relate to amounts due from joint venture partners. Receivables also include GST input tax credits collectible from the Government of Canada. All of the Company s operations are conducted in Canada. The Company s exposure to credit risk is influenced mainly by the individual characteristics of each customer. Significant changes in industry conditions and risks that negatively impact customers' ability to generate cash flow will increase the risk of not collecting receivables. Management believes the risk is mitigated by the size and reputation of the companies to which they extend credit. The Company's receivables were comprised of the following carrying amounts: August 31, 2014 August 31, 2013 Joint venture partners 17,061 27,520 Refundable GST 228 4,604 Total receivables 17,289 32,124 Cash The Company manages the credit exposure related to cash by selecting financial institutions with high credit ratings. Given these credit ratings, management does not expect any counterparty to fail to meet its obligations. 6
Liquidity risk Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they are due. The Company s approach to managing liquidity is to ensure it will have sufficient liquidity to meet its liabilities when due. The Company's ongoing liquidity is impacted by various external events and conditions, including commodity price fluctuations and the global economic downturn. The Company s financial liabilities consist of accounts payable and accrued liabilities which include invoices payable to trade suppliers for general, administrative, royalty, and production expenditures and are generally paid within one year. The Company expects to fund these liabilities through the use of existing cash resources and funds raised through future equity financings or asset sales. Market risk Market risk is the risk that changes in market prices, such as commodity prices, interest rates and foreign exchange rates will affect the Company s net earnings or the value of financial instruments. The objective of the Company is to manage and mitigate market risk exposures within acceptable limits, while maximizing returns. a) Interest rate risk The Company has cash balances and no interest-bearing debt. The Company s current policy is to invest excess cash in investment-grade short-term deposit certificates issued by its banking institutions. The Company periodically monitors the investments it makes and is satisfied with the credit ratings of its banks. As of August 31, 2014, the Company did not have any investments in investment-grade short-term deposit certificates. b) Foreign currency risk The Company principally operates in Canada and substantially all of its transactions are in Canada, and is therefore not exposed to currency fluctuations denominated in currencies other than the Canadian dollar, the Company s functional currency. The Company s cash, receivables, and accounts payable and accrued liabilities are held in Canadian dollars and are therefore not subject to foreign exchange fluctuations. c) Commodity price risk The nature of the Company s operations results in exposure to fluctuations in commodity prices. Commodity prices for oil and gas are impacted by global economic and political events that dictate the levels of supply and demand. The Company did not enter into any derivative financial contracts during the year ended August 31, 2014 nor does it currently have any derivative financial contracts. The Company does not utilize derivative financial instruments for speculative purposes. A 10% difference in oil prices for the period ended August 31, 2014 would not materially impact cash flow used for operations. ADDITIONAL INFORMATION Additional information pertaining to the Company is available on the SEDAR website at www.sedar.com. 7