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Sacoil Holdings Limited - Reviewed Condensed Consolidated Interim Results For The Six Months Ended 31 August 2015

Release Date: 24/11/2015 09:00:00      Code(s): SCL     
SacOil Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number 1993/000460/06)
JSE share code: SCL AIM share code: SAC
ISIN: ZAE000127460
("SacOil" or "the Company" or together with its subsidiaries "the Group")


REVIEWED CONDENSED CONSOLIDATED INTERIM RESULTS 
for the six months ended 31 August 2015


HIGHLIGHTS:
-  Refund of $10 million on expiry of the OPL 233 performance bond
-  Lagia: Commencement of installation of steam facilities
-  Agreement reached on the settlement of the EERNL loans
-  Completion of exit from OPL 233

Dr Thabo Kgogo, Chief Executive Officer of SacOil commented: "During the period, we continued 
to execute the Group's revised strategy to rationalise its portfolio of assets with the exit 
from OPL 233 in May 2015. This marked a significant improvement in the Group's financial stability 
due to the reduction in commitments and the refund of the $10 million cash collateral which 
previously secured the OPL 233 performance bond. The cash resources of the Group of R196 million 
(at 31 August 2015) are now available to facilitate the growth of its operations and to expand 
the Group's footprint on the African continent. Furthermore, the conclusion of a settlement 
agreement with Energy Equity Resources Norway Limited ("EERNL") in March 2015 reflects the 
restructuring of the loans advanced to the EERNL Group relating to OPL 281 and OPL 233. 

The transformation of SacOil into a production company remains the priority of the Board. 
In this regard, significant progress has been made in advancing the Lagia development 
activities to ensure that we reach the targeted production of 1 000 bbl/d by the end of 
the 2016 financial year.

We look forward to an exciting run to the end of the financial year. Our key priorities for 
the next six months are the completion of the Lagia development activities and the advancement 
of our other exploration assets. The SacOil board and management team continue to vigorously 
defend the claims from Transcorp and Nigdel in relation to OPL 281 and OPL 233, respectively, 
and we remain committed to recovering all amounts owed by Transcorp and Nigdel and to institute 
the requisite counterclaims accordingly. On 28 August 2015, SacOil filed a notice for arbitration 
with the Nigerian Chartered Institute of Arbitrators, Nigeria Branch to recover farm-in and 
related fees plus contractual interest thereon from Transcorp. Arbitrators have now been 
appointed for both matters and SacOil awaits confirmation of the commencement of arbitration 
proceedings. 

With respect to advancing our exploration assets, we look forward to initiating the technical 
and commercial pre-feasibility studies of a transnational terrestrial gas pipeline and 
distribution facility that will carry natural gas from Mozambique's Rovuma fields into 
South Africa. Furthermore as announced to shareholders on 9 November 2015, we are excited to 
be part of the Bioko Oil Terminal Project in Equatorial Guinea. Through this project, the 
Government of Equatorial Guinea aims to establish a premium oil and petroleum storage facility 
in West and Central Africa, a major transit point for global oil and gas deliveries.

The Group will continue to pursue other oil and gas opportunities on the continent and in 
doing so will focus on its funding situation to ensure that an adequate capital structure 
is in place to deliver on the new strategy. Again, we reiterate our strategy of acquiring 
cash generative assets to underpin the long-term growth of the Company."

OPERATIONS
Operations for the past six months have primarily focused on the execution of the development 
plan for the Lagia Oil Field. Shareholders are referred to the announcement issued on SENS 
and RNS on 17 September 2015 regarding the installation of steam facilities for a thermal 
recovery process on the existing production wells and plan to drill a minimum of five additional 
thermal wells with the intent of further enhancing existing production and the recovery of oil 
from the field. Shareholders are further referred to the announcement dated 16 November 2015
regarding the commencement of drilling operations at the field. Shareholders will be kept 
informed as the development activities progress.

FINANCIAL REVIEW
On 26 March 2015, the Group concluded a settlement agreement with EERNL which terms incorporated 
an interest freeze on the outstanding loans from 30 November 2014. This reduced investment income 
from R77.0 million in the prior comparative period to R23.1 million for the period under review, 
as a significant portion of the Group's interest income was attributable to the loans advanced 
to EERNL. Furthermore, the continued operational delays affecting Block III due to the civil 
unrest in the DRC have resulted in the deferral of the expected receipt of the contingent 
consideration by a year. The consequence of this deferral is the impairment of the contingent 
consideration receivable by an amount of R26.1 million (2014: nil) which is reflective of the 
time value of money. This impairment is included in "other operating costs". The financial 
impact of these two events, partially offset by an increase in foreign exchange gains included 
in "other income", significantly affected the profit after tax for the period which decreased 
by 87% from R20.6 million at 31 August 2014 to R2.8 million at 31 August 2015. Foreign exchange 
gains for the period on the Group's US Dollar denominated financial assets totalled R57.5 million 
(2014: foreign exchange losses of R7.2 million).

Production rates at the Lagia Oil Field have remained low due to the development activities 
currently underway. As previously reported, the next phase of the activities includes the 
installation of steam facilities for a thermal recovery process on the existing production 
wells and the drilling of a minimum of five additional thermal wells with the intent to further 
enhance production and the recovery of oil. Consequently, oil revenue for the period is 
minimal at R3.0 million (2014: nil).

Excluding the impairment of the contingent consideration of R26.1 million (2014: nil), 
the Group's other operating costs decreased by 27%. There were no exchange losses incurred 
during the period (2014: R7.2 million) and no provision was raised for the impairment of the 
EERNL loans (2014: R19.7 million). The decrease was however offset by increases in operational 
costs to support the execution of the Group's revised strategy. The Group's other operating 
expenses are disclosed in note 3. 

Oil and gas properties increased by R23.9 million due to additions of steaming and other 
equipment totalling R6.5 million (28 February 2015: R7.3 million), foreign exchange gains 
of R18.5 million (28 February 2015: R5.8 million) on translation of foreign operations net 
of depletion of R1.1 million (28 February 2015: R0.3 million). Movements in the Group's 
oil and gas properties are also provided in note 7. 

Other financial assets (current and non-current), as disclosed in note 8, increased by 
R15.5 million to R692.9 million (28 February 2015: R677.4 million). The net movement comprises:

-  interest of R17.9 million on the contingent consideration (R12.4 million), advance payment 
   against future services (R3.4 million) and other financial assets (R2.1 million);
-  foreign exchange gains totalling R84.8 million on the US Dollar denominated contingent 
   consideration and loan due from EERNL;          
-  an impairment charge of R26.1 million on the contingent consideration; and
-  a part repayment of the EERNL loan of R61.1 million from EERNL's 50% share of the cash 
   collateral received on 5 June 2015 (see note 9).          

Movements in the Group's cash and cash equivalents are provided in the cash flow statement. 
The restriction on the cash collateral (see note 9) was lifted on 2 May 2015 upon the expiry 
of the OPL 233 performance bond.          

The decrease in other financial liabilities corresponds with the offset of EERNL's indebtedness 
to SacOil as disclosed in note 11. The liability was initially recognised to account for EERNL's 
50% share of the cash collateral held in the bank account of SacOil's wholly owned subsidiary, 
SacOil 233 Nigeria Limited, on behalf of EERNL.

Movements in the Group's exploration and evaluations assets, other intangible assets, property, 
plant and equipment, inventories, trade and other receivables and trade and other payables were 
not significant for the period under review.

EXIT FROM OPL 233 AND OPL 281
OPL 233
Pursuant to the Board's decision to investigate the termination of the Group's participation 
in OPL 233 in Nigeria, SacOil officially notified Nigdel of its decision to terminate on 
19 May 2015. Pursuant to the exit SacOil will not have future commitments and obligations 
associated with the appraisal of OPL 233 (2014: R386.2 million). Furthermore, the farm-in fee 
which would have been payable to Nigdel and the transaction fee which would have been payable 
to EERNL of US$10.6 million and US$2.5 million, respectively, are no longer due and payable. 
The termination of the Group's participation in OPL 233 does not represent an exit from Nigeria, 
as the country has significant oil and gas opportunities which the Group will continue to 
investigate. Instead, this is reflective of portfolio rationalisation undertaken by the Group to 
focus on cash generative assets.

At 31 August 2015, OPL 233 remains classified as held for sale pending the conclusion of the 
recovery process initiated by SacOil under the terms of the Farm-in Agreement with Nigdel. 
As previously communicated to shareholders in the annual report for the financial year ended 
28 February 2015, Nigdel has also initiated arbitration and court proceedings to dispute the 
terms of SacOil's exit from the asset. The directors of SacOil remain confident that their claim 
against Nigdel is valid. Disclosures relating to the non-current asset held for sale are 
provided in note 10.

OPL 281
As disclosed in the annual report for the year ended 28 February 2015, Transcorp, the operator 
of OPL 281, instituted action in the High Court of Lagos State on 18 June 2015 against SacOil 281 
Nigeria Limited ("SacOil 281") and EER 281 Nigeria Limited ("EER 281") for the wrongful 
termination of the Farm-out and Participation Agreement and is seeking special damages for the 
wrongful termination. In support of its action Transcorp claims that SacOil 281 and EER 281 are 
not entitled to any refund or repayment, in particular the $8.75 million (signature bonus) and 
$3.75 million (initial fee). The Group is defending the action instituted by Transcorp.
The directors of SacOil remain confident that their claim against Transcorp is valid.

FORENSIC INVESTIGATION
As previously communicated to shareholders, the Board engaged Ernst & Young Inc. ("EY") to 
carry out an investigation of specific historical transactions of the Group between 1 August 2011 
and 30 November 2011 relating to the Group's unsuccessful attempt to acquire interests in 
Blocks I and II in the DRC, amongst other matters. The forensic investigation was finalised 
during September 2015. The Board met on 29 September 2015 to consider the findings in the final 
report ("the Report") issued by EY which confirmed the occurrence of certain irregularities 
committed by previous management. The Board has now engaged lawyers to evaluate and respond 
to the recommendations provided in the Report. The evaluation of the recommendations is 
currently ongoing. The Board is also in the process of informing the relevant regulatory 
authorities of irregularities identified in the Report.

OUTLOOK
Good progress has been made in advancing the Lagia operations. Management will continue to 
focus on the completion of the development activities at the Lagia Oil Field which will see 
the Group achieve the targeted production of 1 000 bbl/d. Management also remains focused on 
defending the legal actions instituted by its previous partners Nigdel and Transcorp and will 
keep shareholders informed of progress in this regard. 

The Group will continue to pursue other oil and gas opportunities on the continent and in 
doing so will focus on its funding situation to ensure that an adequate capital structure is 
in place to deliver on the new strategy.

GOING CONCERN
The Board has performed an assessment of the Group's operations relative to available cash 
resources and is confident that the Group is able to continue operating for the next 12 months. 
The Group interim financial statements presented have been prepared on a going concern basis. 

CHANGE IN DIRECTORATE
Gontse Moseneke resigned from the Board of SacOil on 1 October 2015.

ABOUT SACOIL
SacOil is a South African based independent African oil and gas company, dual-listed on the 
JSE and AIM, with business operations in Egypt, the Democratic Republic of Congo ("DRC"), 
the Republic of Malawi and the Republic of Botswana. SacOil also operated in Nigeria until 
19 May 2015. The Company has partnered with the Public Investment Corporation SOC Limited 
and the Instituto de Gestao das Participacoes do Estado on a project that entails the 
construction of a gas pipeline from Mozambique to South Africa and the distribution and 
marketing of gas in southern Africa. The Company continues to evaluate opportunities to 
secure high impact acreage in other established and prolific hydrocarbon basins in Africa.


CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
                                                              Reviewed       Reviewed
                                                            Six months     Six months 
                                                          to 31 August   to 31 August 
                                                                  2015           2014
                                                  Notes              R              R
Revenue                                                      3 001 496              - 
Cost of sales                                               (7 179 407)             - 
Gross loss                                                  (4 177 911)             - 
Other income                                                60 720 459              - 
Other operating costs                                      (59 921 946)   (46 575 517)
Operating loss                                        3     (3 379 398)   (46 575 517)
Investment income                                     4     23 073 720     77 001 921 
Finance costs                                                        -           (646)
Profit before taxation                                      19 694 322     30 425 758 
Taxation                                                   (16 921 224)    (9 756 554)
Profit for the period                                        2 773 098     20 669 204 
                              
Other comprehensive income:                              
Items that may be reclassified to profit or loss 
  in subsequent periods:                              
Exchange differences on translation of foreign operations   25 271 170              - 
Other comprehensive income for the year net of taxation     25 271 170              - 
Total comprehensive income for the period                   28 044 268     20 669 204 
                              
Profit/(loss) attributable to:                              
Equity holders of the parent                                10 558 602     22 320 598 
Non-controlling interest                                    (7 785 504)    (1 651 394)
                                                             2 773 098     20 669 204 
                              
Total comprehensive income/(loss) attributable to:                              
Equity holders of the parent                                35 829 772     22 320 598 
Non-controlling interest                                    (7 785 504)    (1 651 394)
                                                            28 044 268     20 669 204 
                              
Earnings per share                               
Basic (cents)                                         6           0.32           0.72 
Diluted (cents)                                       6           0.32           0.72


CONSOLIDATED STATEMENT OF FINANCIAL POSITION
                                                              Reviewed        Audited
                                                            Six months  Twelve months
                                                          to 31 August to 28 February
                                                                  2015           2015
                                                  Notes              R              R
ASSETS                              
Non-current assets                              
Exploration and evaluation assets                           76 384 686     75 949 565 
Oil and gas properties                                7    146 814 251    122 869 708 
Other financial assets                                8    307 312 583    345 753 287 
Other intangible assets                                     67 204 953     61 095 540 
Property, plant and equipment                                1 103 205        344 706 
Total non-current assets                                   598 819 678    606 012 806 
Current assets                              
Other financial assets                                8    385 635 047    331 641 018 
Inventories                                                  9 869 895      6 641 663 
Trade and other receivables                                  2 465 289      7 152 505 
Cash and cash equivalents                             9    195 776 565    229 431 001 
Total current assets                                       593 746 796    574 866 187 
Asset held for sale                                  10     25 061 882     21 839 945 
Total assets                                             1 217 628 356  1 202 718 938 
                              
EQUITY AND LIABILITIES                              
Shareholders' equity                              
Stated capital                                           1 216 503 883  1 216 503 883 
Reserves                                                    40 877 638     15 606 468 
Accumulated loss                                          (438 095 963)  (448 654 565)
Equity attributable to equity holders of parent            819 285 558    783 455 786 
Non-controlling interest                                    (3 367 855)     4 417 649 
Total shareholders' equity                                 815 917 703    787 873 435 
Liabilities                              
Non-current liabilities                              
Deferred tax liability                                     104 032 206     97 146 476 
Total non-current liabilities                              104 032 206     97 146 476 
Current liabilities                              
Other financial liabilities                          11              -     57 888 500 
Current tax payable                                        252 524 848    212 416 721 
Trade and other payables                                    20 091 717     25 553 861 
Total current liabilities                                  272 616 565    295 859 082 
Total liabilities                                          376 648 771    393 005 558 
Liabilities directly associated with asset 
  held for sale                                      10     25 061 882     21 839 945 
Total equity and liabilities                             1 217 628 356  1 202 718 938 
                              
Number of shares in issue                                3 269 836 208  3 269 836 208 
Net asset value per share (cents)                                24.95          24.10
Net tangible asset value per share (cents)                       22.62          21.77


CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
                                                                                                         Total equity
                                                   Foreign                                               attributable           Non-
                                                  currency   Share-based                                    to equity    controlling   
                                      Stated   translation       payment          Total    Accumulated     holders of       interest          Total
                                     capital       reserve       reserve       reserves           loss     the parent         ("NCI")        equity
                                           R             R             R              R              R              R              R              R
For the six months ended 
  31 August 2015                                                                                        
Balance at 28 February 2015    1 216 503 883     8 716 621     6 889 847     15 606 468   (448 654 565)   783 455 786      4 417 649    787 873 435 
Changes in equity:                                                                                         
Profit/(loss) for the period               -             -             -              -     10 558 602     10 558 602     (7 785 504)     2 773 098 
Other comprehensive income 
  for the period                           -    25 271 170             -     25 271 170              -     25 271 170              -     25 271 170 
Total comprehensive income/
  (loss) for the period                    -    25 271 170             -     25 271 170     10 558 602     35 829 772     (7 785 504)    28 044 268 
Total changes                              -    25 271 170             -     25 271 170     10 558 602     35 829 772     (7 785 504)    28 044 268 
Balance at 31 August 2015      1 216 503 883    33 987 791     6 889 847     40 877 638   (438 095 963)   819 285 558     (3 367 855)   815 917 703 
                                                                                        
For the six months ended 
  31 August 2014                                                                                        
Balance at 28 February 2014    1 109 977 054             -     6 001 847      6 001 847   (179 426 156)   936 552 745     12 218 476    948 771 221 
Changes in equity:                                                                                          
Profit/(loss) for the period               -             -             -              -     22 320 598     22 320 598     (1 651 394)    20 669 204 
Total comprehensive income/
  (loss) for the period                    -             -             -              -     22 320 598     22 320 598     (1 651 394)    20 669 204 
Total changes                              -             -             -              -     22 320 598     22 320 598     (1 651 394)    20 669 204 
Balance at 31 August 2014      1 109 977 054             -     6 001 847      6 001 847   (157 105 558)   958 873 343     10 567 082    969 440 425


CONSOLIDATED STATEMENT OF CASH FLOWS
                                                              Reviewed       Reviewed
                                                            Six months     Six months
                                                          to 31 August   to 31 August
                                                                  2015           2014
                                                                     R              R
Cash flows from operating activities                    
Cash used in operations                                    (40 467 306)   (24 114 839)
Interest income                                              5 191 403      3 528 096
Net cash used in operating activities                      (35 275 903)   (20 586 743)
Cash flows from investing activities                    
Purchase of exploration and evaluation assets                 (435 121)   (29 233 332)
Purchase of property, plant and equipment                     (908 104)       (28 986)
Purchase of oil and gas properties                          (6 474 274)             - 
Purchase of other intangible assets                           (204 103)             - 
Receipts from loans and receivables                         61 091 500     10 607 190 
Net cash from/(used in) investing activities                53 069 898    (18 655 128)
Cash flows from financing activities                    
Repayment of other financial liabilities                   (57 888 500)   (20 220 311)
Net cash used in financing activities                      (57 888 500)   (20 220 311)
Total movement in cash and cash equivalents 
  for the period                                           (40 094 505)   (59 462 182)
Foreign exchange gains/(losses) on cash 
  and cash equivalents                                       6 440 069     (1 411 861)
Cash and cash equivalents at the beginning 
  of the period                                            229 431 001    381 579 766
Cash and cash equivalents at the end of the period         195 776 565    320 705 723


NOTES

1  BASIS OF PREPARATION
   The consolidated condensed interim financial statements of the Group, comprising 
   SacOil Holdings Limited and its subsidiaries (together "the Group"), for the six months 
   ended 31 August 2015, have been prepared in accordance with the recognition and measurement 
   criteria of International Financial Reporting Standards ("IFRS") as issued by the 
   International Accounting Standards Board ("IASB"), the preparation and disclosure 
   requirements of IAS 34 - Interim Financial Reporting, the SAICA Financial Reporting 
   Guides as issued by the Accounting Practices Committee, the Financial Pronouncements 
   as issued by the Financial Reporting Standards Council, the Listings Requirements of 
   the JSE Limited and in the manner required by the South African Companies Act 
   (No 71 of 2008), as amended. Accordingly, certain information and footnote disclosures 
   normally included in annual financial statements prepared in accordance with IFRS, 
   as issued by the IASB, have been omitted or condensed as is normal practice.

   PRINCIPAL ACCOUNTING POLICIES
   The same accounting policies, presentation and methods of computation have been followed 
   in these consolidated condensed interim financial statements of the Group as those applied 
   in the preparation of the Group's annual financial statements for the year ended 
   28 February 2015. The following improvements arising from the International Accounting 
   Standards Board's annual improvements projects and the amendment to IAS 19, effective 
   for financial periods beginning after 1 July 2014, were effective for the first time 
   during this interim period:
   -  Improvement to IFRS 1 - First-time Adoptions of IFRS
   -  Improvement to IFRS 2 - Share-based Payments 
   -  Improvement to IFRS 3 - Business Combinations
   -  Improvement to IFRS 8 - Operating Segments
   -  Improvement to IFRS 13 - Fair Value
   -  Improvement to IAS 16 - Property, Plant and Equipment
   -  Amendment to IAS 19 - Employee Benefits
   -  Improvement to IAS 24 - Related Party Disclosures
   -  Improvement to IAS 40 - Investment Property

   The above improvements and amendment did not have an impact on the Group's results. 
   The consolidated condensed interim financial statements of the Group should be read 
   in conjunction with the Group's consolidated annual financial statements for the year 
   ended 28 February 2015. 

   NOTES TO OIL AND GAS DISCLOSURE
   In accordance with AIM Guidelines Bradley Cerff, Group Executive: Operations, is the 
   qualified person that has reviewed the technical information contained in this news 
   release. Bradley has 19 years experience in the oil and gas industry with a Masters 
   Degree in Science and Business Administration focused on Foreign Direct Investment in 
   the African oil and gas industry. He is also a member of the Society of Petroleum Engineers.

2  AUDITORS' REVIEW REPORT
   The directors take full responsibility for the preparation of these consolidated condensed 
   interim financial statements of the Group for the six months ended 31 August 2015. They have 
   been prepared under the supervision of the Chief Finance Officer, Marius Damain Matroos 
   CA (SA). The consolidated condensed interim financial statements have been reviewed by 
   Ernst & Young Inc., the Group's auditors. A copy of the auditors' unqualified review 
   opinion is available for inspection at the registered office of the Company.

3  OPERATING LOSS                              
                                                             31 August      31 August
                                                                  2015           2014
                                                  Notes              R              R 
   Impairment of financial assets                     8    (26 082 765)             - 
   Gain on remeasurement of asset held for sale              3 221 937              - 
   Foreign exchange gains/(losses)                          57 498 522     (7 243 168)
   Provision for impairment of financial assets                      -    (19 736 842)
   Corporate costs                                          (2 146 633)    (1 533 726)
   Auditor's remuneration                                   (1 320 813)    (1 017 750)
   Employee benefit expense                                (11 185 812)    (8 780 907)
   Accounting fees                                             (25 000)       (34 400)
   Consulting fees                                          (4 434 092)    (2 084 710)
   Legal fees                                               (2 383 706)      (485 718)
   Travel and accommodation                                 (2 679 415)    (1 627 679)
   Depreciation                                             (4 100 114)      (105 334)
   Oil and gas assets                                 7     (1 104 215)             - 
   Property, plant and equipment                              (149 605)       (60 030)
   Other intangible assets                                  (2 846 294)       (45 304)
   Rentals - premises                                       (1 046 968)      (497 871)
   Broker's fees                                              (366 153)      (545 863)

4  INVESTMENT INCOME                              
   Interest receivable - loans                                       -     59 430 348
   Interest received - cash and cash equivalents             5 191 382      3 528 096 
   Imputed interest on financial assets                     17 882 338     14 043 477 
                                                            23 073 720     77 001 921

5  SEGMENTAL REPORTING
   For the period under review the Group operated in six geographical locations which 
   form the basis of the information evaluated by the Group's chief operating decision-maker. 
   For management purposes the Group is organised and analysed by these locations. These 
   locations are: South Africa, Egypt, Nigeria, DRC, Botswana and Malawi. Operations in 
   South Africa relate to the general management, financing and administration of the Group.

                                   South Africa          Egypt        Nigeria            DRC         Malawi       Botswana   Eliminations   Consolidated
                                              R              R              R              R              R              R              R              R
   For the six months ended 
     31 August 2015                                                                                
   Revenue                                    -      3 001 496              -              -              -              -              -      3 001 496 
   Cost of sales                              -     (7 179 407)             -              -              -              -              -     (7 179 407)
   Gross loss                                 -     (4 177 911)             -              -              -              -              -     (4 177 911)
   Other income                      32 828 188         55 192     20 945 842     11 565 114              -              -     (4 673 877)    60 720 459 
   Investment income                 10 296 772              -        382 949     12 393 999              -              -              -     23 073 720 
   Other operating expenses         (29 386 523)    (7 080 238)      (749 438)   (26 083 610)             -     (1 296 014)     4 673 877    (59 921 946)
   Taxation                           5 284 191              -           (212)   (22 205 203)             -              -              -    (16 921 224)
   Profit/(loss) for the period      19 022 628    (11 202 957)    20 579 141    (24 329 700)             -     (1 296 014)             -      2 773 098 
                                                                                
   Segment assets - non-current     384 868 684    213 938 488              -    334 446 786      1 196 742        821 669   (336 452 691)   598 819 678 
   Segment assets - current         396 746 936     22 329 432    126 734 660     47 935 768              -              -              -    593 746 796 
   Segment assets - asset held 
     for sale (note 10)                       -             -      25 061 882              -              -              -              -     25 061 882 
   Segment liabilities - non-current         (1)  (38 681 231)              -   (178 545 060)             -     (2 207 275)   115 401 361   (104 032 206)
   Segment liabilities - current    (53 131 310)   (7 668 518)       (132 857)  (211 242 630)             -       (441 250)             -   (272 616 565)
   Segment liabilities - liabilities 
     directly associated with asset 
     held for sale (note 10)        (25 061 882)            -               -              -              -              -              -    (25 061 882)


                                                                 South Africa        Nigeria            DRC         Malawi       Botswana   Consolidated
                                                                            R              R              R              R              R              R
   For the six months ended 31 August 2014                                                            
   Investment income                                               66 283 640            109     10 718 172              -              -     77 001 921 
   Finance costs                                                          (25)             -           (621)             -              -           (646)
   Other operating expenses                                       (43 452 895)    (1 003 951)    (1 627 639)             -       (491 032)   (46 575 517)
   Taxation                                                         4 846 341            (11)   (14 602 884)             -              -     (9 756 554)
   Profit/(loss) for the period                                    27 677 061     (1 003 853)    (5 512 972)             -       (491 032)    20 669 204 
                                                            
   Segment assets - non-current                                   232 684 629     220 393 305   303 726 387        866 740        386 548    758 057 609
   Segment assets - current                                       409 493 643     106 732 672    38 425 476              -              -    554 651 791 
   Segment liabilities - non-current                               (2 076 082)              -   (91 744 045)             -              -    (93 820 127)
   Segment liabilities - current                                  (49 673 558)    (53 242 500) (146 310 390)             -       (222 400)  (249 448 848)

   BUSINESS SEGMENTS
   The operations of the Group comprise one class of business, being oil and gas exploration 
   and production. The activities currently undertaken in Mozambique related to the Mozambican 
   pipeline are not significant at this stage and have not been separately disclosed. These 
   activities therefore do not meet the recognition criteria for operating segments.

   REVENUE
   The Group's reported revenue is generated from a single customer, the Egyptian General 
   Petroleum Corporation ("EGPC"), with respect to oil sales. This revenue is attributed to 
   the Egypt segment.

   TAXATION - EGYPT
   No income or deferred tax has been accrued by Mena as the Concession Agreement between 
   the EGPC, the Ministry of Petroleum and Mena provides that the EGPC is responsible for the 
   settlement of income tax on behalf of Mena, out of EGPC's share of petroleum produced. 
   The Group has elected the net presentation approach in accounting for this deemed income tax. 
   Under this approach Mena's revenue is not grossed up for income tax payable by EGPC on behalf 
   of Mena. Consequently no income or deferred tax is accrued.

6  EARNINGS PER SHARE
                                                             31 August      31 August
                                                                  2015           2014
                                                                     R              R
   Basic (cents)                                                  0.32           0.72 
   Diluted (cents)                                                0.32           0.72
                    
   Profit for the period used in the calculation of the 
     basic and diluted earnings per share                   10 558 602     22 320 598 
                    
   Weighted average number of ordinary shares used in 
     the calculation of basic earnings per share         3 269 836 208  3 086 169 261 
   Issued shares at the beginning of the reporting 
     period                                              3 269 836 208  3 086 169 261 
   Effect of shares issued during the reporting 
     period (weighted)                                               -              - 
   Add: Dilutive share options                                       -      2 325 710 
   Weighted average number of ordinary shares used in 
     the calculation of diluted earnings per share       3 269 836 208  3 088 494 971 
                    
   Headline earnings per share                    
   Basic (cents)                                                  0.25           0.72 
   Diluted (cents)                                                0.25           0.72 
                    
   Reconciliation of headline earnings                    
   Profit attributable to equity holders of the parent      10 558 602     22 320 598 
                    
   Adjusted for:                    
   Gain on remeasurement of asset held for sale             (3 221 937)             - 
   Tax effect of adjustment                                    902 142              - 
   Headline earnings for the period                          8 238 807     22 320 598

7  OIL AND GAS PROPERTIES
                                                                                    R
   Cost          
   At 1 March 2014                                                                  - 
   Acquisition of Mena (22 October 2014)                                  110 062 658 
   Additions                                                                7 270 431 
   Translation of foreign operations                                        5 811 332 
   At 28 February 2015                                                    123 144 421 
          
   At 1 March 2015                                                        123 144 421 
   Additions                                                                6 474 274 
   Translation of foreign operations                                       18 574 484 
   At 31 August 2015                                                      148 193 179 
          
   Depletion and impairment          
   At 1 March 2014                                                                  - 
   Depletion                                                                 (274 713)
   At 28 February 2015                                                       (274 713)
          
   At 1 March 2015                                                           (274 713)
   Depletion                                                               (1 104 215)
   At 31 August 2015                                                       (1 378 928)
          
   Net book value          
   At 28 February 2015                                                    122 869 708 
   At 31 August 2015                                                      146 814 251

8  OTHER FINANCIAL ASSETS
                                                             31 August    28 February
                                                                  2015           2015
                                                                     R              R
   Non-current                    
   Contingent consideration (note 1)                       260 080 511    237 675 984 
   Deferred consideration on disposal of Greenhills Plant    1 803 052      1 718 470 
   Advance payment against future services (note 2)                  -     68 627 273 
   Loan due from EERNL                                      45 429 020     37 731 560 
                                                           307 312 583    345 753 287 
   Current                    
   Loan due from EERNL                                     143 847 330    183 242 921 
   Loan due from DIG                                        58 278 826     51 036 906 
   Advance payment against future services (note 2)         72 005 089              - 
   Transcorp refund                                        253 401 978    220 824 802 
   Deferred consideration on disposal of Greenhills Plant    1 949 154      1 890 810 
                                                           529 482 377    456 995 439 
   Less: Provision for impairment (note 3)                (143 847 330)  (125 354 421)
                                                           385 635 047    331 641 018 
   Total                                                   692 947 630    677 394 305

   Note 1  The Farm-in Agreement ("FIA") between Semliki and Total provides for a cash 
           payment by Total to Semliki upon the occurrence of certain future events 
           ("contingent consideration"). As there is a contractual right to receive 
           cash from Total, Semliki has recognised a financial asset in its statement 
           of financial position. The asset was initially recognised at its fair value. 
           Subsequently the financial asset meets the definition of a loan and 
           receivable, and is accounted for at amortised cost, taking into account 
           interest revenue and currency movements. At each reporting date the Group 
           revises its estimate of receipts from the financial asset in line with the 
           requirements of IAS 39. Included in the statement of comprehensive income at 
           31 August 2015 is an impairment loss of R26.1 million (28 February 2015: 
           R23.8 million) representing the write-down of future expected cash flows 
           from the contingent consideration for the Block III farm-outs in March 2011 
           and March 2012. The write-down which is reflective of the time value of 
           money arose as a result of the delays in activities on Block III due to 
           civil unrest in the area and in obtaining an extension to the operating 
           licence. Consequently, this defers the receipt of the contingent 
           consideration by a year. A deferred tax charge amounting to R9.0 million 
           (28 February 2015: R6.5 million) was recognised in the statement of 
           comprehensive income in relation to this asset. The assumptions used to 
           measure the contingent consideration are detailed below:
 
                                                               31 August       28 February
                                                                    2015              2015 
           Probability of exploration success (single well)          26%               26%
           Probability of at least one success from two wells        45%               45%
           Probability of successful completion given 
             exploration success                                     89%               89%
           Discount rate                                             10%               10%

           First Investment Decision Date ("FID")       28 February 2021  28 February 2020
           First Oil Date ("FOD")                       28 February 2025  28 February 2024
           Valuation date                                 31 August 2015  28 February 2015
           First contingent consideration                    
           FID                                               $42 549 000       $42 549 000
           FOD                                               $36 680 000       $36 680 000
           Second contingent consideration                    
           FID                                                $4 635 000        $4 635 000
           FOD                                                $6 660 000        $6 660 000

   Note 2  The amount due represents Encha Energy's indebtedness to SacOil Holdings Limited 
           under the Acknowledgement of Debt Agreement concluded between the two parties on 
           28 February 2013. As the future value of this asset is R75.5 million, the financial 
           asset recognised at 31 August 2015 is R72.0 million (28 February 2015: 
           R68.6 million), representing the present value of this future receivable. Interest 
           amounting to R3.4 million (2014: R3.1 million) arising from the unwinding of the 
           discount applied to the future receivable on initial recognition has been included 
           in investment income (note 4). The receivable is due on 28 February 2016 and has 
           been classified as short term at 31 August 2015.

   Note 3  The increase in the impairment provision of R18.5 million is attributable to foreign 
           exchange losses as the amount provided for is denominated in US Dollars.

9  CASH AND CASH EQUIVALENTS
                                                             31 August    28 February
                                                                  2015           2015
                                                                     R              R
   Cash and cash equivalents consist of:                    
   Cash at banks and on hand                                15 202 719      6 707 127 
   Short-term deposits                                     180 573 846    106 711 522 
                                                           195 776 565    113 418 649 
   Restricted cash                                                   -    116 012 352 
   Cash and cash equivalents                               195 776 565    229 431 001

   The restricted cash of $10.0 million was received by the Group on 5 June 2015 following 
   the expiry of the performance bond and the Group's termination of its participation in 
   OPL 233. Half of the US$10 million receipt was treated as a part repayment of EERNL's 
   outstanding loan related to OPL 233 (see note 11). The remaining amount was treated as a 
   repayment of the loan advanced to the SacOil 233 Nigeria Limited in connection with the 
   OPL 233 activities.

10 NON-CURRENT ASSET HELD FOR SALE
                                                                       31 August 2015 
                                                                                    R
   Asset held for sale           
   Exploration and evaluation assets - OPL 233 Nigeria                     25 061 882 
   Liabilities directly associated with the asset held for sale          
   Nigdel                                                                 (25 061 882)

   Prior to classification as an asset held for sale OPL 233 was recognised as an exploration 
   and evaluation asset in the accounting records of the Company's subsidiary, SacOil 233 
   Nigeria Limited. SacOil 233 Nigeria Limited's obligations are funded by SacOil Holdings 
   Limited. The Nigdel liability associated with OPL 233 is therefore recognised by 
   SacOil Holdings Limited. This accounting basis is reflected in the Group's segment 
   reporting provided in note 5 where the asset falls within the Nigeria segment and the 
   liability in the South Africa segment.

11 OTHER FINANCIAL LIABILITIES
                                                             31 August    28 February
                                                                  2015           2015
                                                                     R              R
   EERNL                                                             -     57 888 500 
                                                                     -     57 888 500

   The R57.9 million due to EERNL was offset against EERNL indebtedness to SacOil as 
   disclosed in note 9. The liability was initially recognised to account for EERNL's 
   50% share of the cash collateral held in the bank account of SacOil's wholly owned 
   subsidiary, SacOil 233 Nigeria Limited, on behalf of EERNL.

12 FINANCIAL INSTRUMENTS 
   The fair values of cash and cash equivalents, other financial liabilities and trade 
   and other payables approximate carrying values due to the short-term maturities of 
   these instruments. Other financial assets, the asset held for sale and liabilities 
   directly associated with assets held for sale are evaluated by the Group at measurement 
   date based on inputs such as interest and exchange rates, country-specific factors and 
   creditworthiness of debtors.

   Valuation techniques and assumptions applied to measure fair values:
                                 31 August 2015   31 August 2015
   Financial instrument          Carrying value       Fair value     Valuation technique            Significant inputs
   Other financial assets (note 1)  692 947 630      574 859 154     Discounted cash flow model     Weighted average cost of capital
   Asset held for sale               25 061 882       21 784 598     Discounted cash flow model     Weighted average cost of capital, Non-performance risk
   Liabilities directly associated 
     with asset held for sale       (25 061 882)     (21 784 598)    Discounted cash flow model     Weighted average cost of capital, Non-performance risk

   Note 1  In terms of SacOil's accounting policies and IAS 39 - Financial Instruments: Recognition and Measurement ("IAS 39") these financial instruments 
           are carried at amortised cost and not at fair value, given that SacOil intends to collect the cash flows from these instruments when they fall 
           due over the life of the instrument. While the fair value is significantly less than the carrying amount, this is a result of market rates 
           differing from the effective interest rate, which is not considered to be objective evidence of impairment for items carried at amortised cost 
           per IAS 39 as this does not impact the timing, amount or recoverability of expected future cash flows.

           Fair value hierarchy:
           The following table presents the Group's assets measured at fair value at the reporting date, or for which the fair value is disclosed at the 
           reporting date. The different levels have been defined as follows:
           Level 1: Quoted (unadjusted) prices in active markets for identical assets or liabilities
           Level 2: Other techniques for which all inputs which have a significant effect on the recorded fair value are observable, either directly or 
                    indirectly
           Level 3: Techniques which use inputs that have a significant effect on the recorded fair value that are not based on observable market data

                                         Level 1        Level 2        Level 3          Total 
                                               R              R              R              R
           Other financial assets              -              -    574 859 154    574 859 154 
           Asset held for sale                 -              -     21 784 598     21 784 598 
           Liabilities directly associated 
             with asset held for sale          -              -    (21 784 598)   (21 784 598)

           There were no transfers between levels during the period. The Group's own non-performance
           risk at 31 August 2015 was assessed to be insignificant.

13 CONTINGENT ASSETS AND LIABILITIES
                                                             31 August      31 August
                                                                  2015           2014
   Commitments                                                       R              R
   Exploration and evaluation assets - work programme 
     commitments 
   - due within 12 months                                   54 510 935    155 438 242 
   - due within 13 to 48 months                             25 649 134    588 606 486 
                                                            80 160 069    744 044 728 
                    
   Exploration and evaluation activities will be funded from current cash resources and 
   funds from future capital raising initiatives.                    
                    
                                                             31 August    28 February
                                                                  2015           2015
   Contingent liabilities                                            R              R
   Performance bond on OPL 233 issued by Ecobank in respect 
     of OPL 233 exploration activities (note 1)                      -    173 665 500 
   Cost carry arrangement with Total                       112 636 035     96 612 847 
                                                           112 636 035    270 278 347

   Note 1  The performance bond issued by Ecobank in respect of the OPL 233 exploration 
           activities expired on 2 May 2015.

   COST CARRY ARRANGEMENT
   The Farm-in Agreement between Semliki and Total provides for a carry of costs by Total 
   on behalf of Semliki. Total will be entitled to recover these costs, being Semliki's 
   share of the costs on Block III, plus interest, from future oil revenues. The contingency 
   becomes probable when production of oil commences and will be raised in full at that point. 
   At 31 August 2015, Total has incurred R112.6 million (28 February 2015: R96.6 million) 
   of costs on behalf of Semliki. Should this liability be recognised, a corresponding increase 
   in assets will be recognised, which, together with existing exploration and evaluation assets, 
   will be recognised as development infrastructure assets.

14 RELATED PARTIES
                                                             31 August      31 August
                                                                  2015           2014
   Key management compensation                                       R              R
   Non-executive directors:                    
   Fees                                                      1 550 000      1 290 000 
   Executive directors:                    
   Salaries                                                  4 590 226      2 465 000 
   Other key management:                    
   Salaries                                                  4 566 289      2 124 167 
   Total key management compensation                        10 706 515      5 879 167

15 DIVIDENDS
   The Board has resolved not to declare any dividends to shareholders for the period 
   under review.          

On behalf of the Board


Tito Mboweni       Dr Thabo Kgogo                Marius Damain Matroos
Chairman           Chief Executive Officer       Chief Finance Officer

Johannesburg
24 November 2015


CORPORATE INFORMATION
Registered office and physical address: 1st Floor, 12 Culross Road, Bryanston, 2021
Postal address: PostNet Suite 211, Private Bag X75, Bryanston, 2021
Contact details: Tel: +27 (0) 10 591 2260; Fax: +27 (0) 10 591 2268
E-mail: info@sacoilholdings.com
Website: www.sacoilholdings.com

Directors: Dr Thabo Kgogo (Chief Executive Officer), Marius Damain Matroos (Chief Finance Officer), 
Bradley Cerff (Executive Director), Tito Mboweni**, Mzuvukile Maqetuka**, Stephanus Muller**, 
Vusi Pikoli**, Ignatius Sehoole**, Danladi Verheijen*, Titilola Akinleye*
(*) Non-executive Directors; (**) Independent Non-executive Directors
Gontse Moseneke resigned from the Board of SacOil on 1 October 2015.

Advisers:
Company Secretary: Fusion Corporate Secretarial Services Proprietary Limited
Transfer Secretaries South Africa: Link Market Services South Africa Proprietary Limited
Transfer Secretaries United Kingdom: Computershare Investor Services (Jersey) Limited
Corporate Legal Advisers: Norton Rose Fulbright South Africa 
Auditors: Ernst & Young Inc.
JSE Sponsor: PSG Capital Proprietary Limited
AIM Nominated Adviser: finnCap Limited

Date: 24/11/2015 09:00:00 Supplied by www.sharenet.co.za                     
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