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Chariot Oil & Gas Limited Annual Report and Accounts 2011 An operational year ahead

An operational year ahead - Chariot Oil and Gas | Home · An operational year ahead. ... Petrobras and PGS as farm-in partners; ... k Increased gross mean un-risked prospective resource

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Chariot Oil & Gas Limited Annual Report and Accounts 2011

An operational year ahead

Chariot Oil & Gas Limited is an independent Africa focused oil and gas exploration company with four licences covering eight blocks spanning 30,504km² offshore Namibia. These licence areas are held by Enigma Oil & Gas Exploration (Pty) Limited, a wholly owned subsidiary of Chariot. This year the Company has made significant progress in preparation for the operational year ahead. We continue to look to develop our existing assets, consider additional farm-in options and evaluate other opportunities as we commence our drilling campaign offshore Namibia.

A strong case for investment:Frontier region k Significant acreage position in one of the few remaining West African frontier

regions for oil and gas exploration

k Eight blocks over three geologically distinct basins

k Estimated gross mean un-risked prospective resource volume of 20.0 billion barrels of oil

High quality portfoliok Significant investment of US$108 million; largest exploration programme

undertaken offshore Namibia to date

k Attracted BP, Petrobras and PGS as farm-in partners; discussions ongoing with potential additional partners

k Experienced technical and corporate team

Huge growth potentialk Drill ready inventory: 15 prospects, 16 leads, two wells to be drilled 2012

k Further two to three wells to be drilled in 2013

k Success will result in new African oil province

k Well funded – net cash position ~US$175 million

k Looking to secure additional African opportunities

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01Chariot Oil & Gas Limited Annual Report and Accounts 2011 •

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Company Overview

Highlights 01

Chariot at a glance 02

Chairman’s statement 04

Business Review

Chief Executive’s review 06

Review of operations 08

Corporate Social Responsibility 12

Corporate Governance

Board of Directors 14

Senior Management Team 16

Directors’ remuneration report 18

Corporate governance statement 20

Report of the Directors 21

Financial Statements

Independent auditors’ report 24

Consolidated statement of comprehensive income 25

Consolidated statement of changes in equity 26

Consolidated statement of financial position 27

Consolidated cash flow statement 28

Notes forming part of the financial statements 29

Advisers IBC

Highlights during and post period

k Placing completed April 2011, raising US$140 million (net), further placing in March 2012 raised ~US$47 million (net)

k Increased gross mean un-risked prospective resource potential from 13.9 billion barrels to 20.0 billion barrels (12.5 billion barrels net to Chariot), 15 prospects and 16 leads

k Farm-out agreements signed with BP in Southern Block 2714A and PGS in Central Blocks 2312A&B and N/2 of 2412A&B

k Petrobras elected to take up operatorship in Block 2714A; well location agreed by all parties

k 3,500km² 3D Geostreamer seismic acquisition programme carried out with PGS on the Central Blocks, completed February 2012

k Drill rig contract signed with Maersk for a one well drilling slot on Tapir South (1811/5-1), spud 5 April 2012

k Debt free, with cash position of US$129.0 million at 31 December 2011, ~US$175 million post placing March 2012

Contents

k To learn more about our developments this year read the Review of operations on page 8

1811AENIGMA

1811BENIGMA NAMIBIA

Central Blocks 2312A&B

NAMIBIA

2312A&B ENIGMA(PGS 10%)

2412A&B (NORTHERN HALVES)ENIGMA(PGS 10%)

02 Chariot Oil & Gas Limited Annual Report and Accounts 2011•

Ownership %

90%

k Located in the Walvis Basin

k Cover an area of 16,801km²

k Volume potential 8.3 billion barrels of oil based on 2D seismic data

k 3,500km² of 3D seismic data acquired, processing and interpretation due to be complete H2 2012

k 14 leads identified to date – water depth at location 500–3,000m

2012 Target

Process and interpret 3D seismic data H2 2012, provide interim target definition and resource update in Q4 2012 and start data room process.

k find out more about our sites on page 10

k Located in the Namibe Basin

k Cover an area of 5,481km²

k Volume potential 2.8 billion barrels of oil

k 1,500km² of 3D seismic data acquired, processed and interpreted

k Four prospects, two leads identified to date – water depth at location 700–3,000m

k Tapir South prospect, part of the Tapir Trend, commenced drilling April 2012 with Maersk Deliverer – total depth 5,100m TVDss

2012 Target

Drill Tapir South Q2, analyse results.

Chariot’s four to five well drilling campaign commenced in the Northern Blocks with Tapir South (1811/5-1), spud 5 April 2012.

Ownership %

100%

k find out more about our sites on page 10

Chariot is entering a new phase of development with the initiation of its drilling campaign whilst continuing to develop its portfolio and balance risk.

Chariot at a glance

Our strategy and goals

Chariot’s key focus is to develop its current assets through to production, while seeking further farm-out agreements and introducing other opportunities to the portfolio – minimising risk and maximising value to shareholders. This can be summarised in four points:

PGS farmed into the Central Blocks for a 10% interest, in exchange for covering the costs of 50% of 3,500km² of a 3D seismic survey (August 2011) which was carried out and completed in February 2012. Resource update is anticipated once the data is interpreted H2 2012.

Our locations Central Blocks 2312A&B and N/2 2412A&B

Northern Blocks 1811A&B

NAMIBIA

2714B ENIGMA

2714A ENIGMA(PETROBRAS 30% BP 45%)

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03Chariot Oil & Gas Limited Annual Report and Accounts 2011 •

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2714A: Petrobras (30% – farmed in 2009) and BP (45% – farmed in 2011). Kabeljou (2714/6-1) well on the Nimrod prospect is due to be drilled Q3 2012, operated by Petrobras, with Chariot’s costs of the well carried by BP. 2714B: remains 100% Chariot.

Ownership %

25%

k find out more about our sites on page 10

k Located in Orange Basin

k Cover an area of 8,222km²

k Volume potential 9.0 billion barrels of oil

k 3,000km² of 3D seismic acquired, processed and interpreted

k 11 prospects identified to date, (including the “mega structure”, Nimrod) – water depth at location 400–850m

k Kabeljou (2714/6-1), on the Nimrod prospect due to be drilled Q3 2012 – total depth 3,100m TVDss

2012 Target

Drill Kabeljou (2714/6-1) Q3 2012, analyse results.

Our strategy and goals

1. Develop current assets further through continued geological and seismic evaluation

2. Carry out initial four to five well drilling programme

3. Secure further farm-out agreements

4. Balance current portfolio with new opportunities

Chariot acreage grossmean unrisked resource estimate 20 billion boe

West African Salt Basin(~25 billion boe)

Kudu gas fieldmore than 1 TCF

Bredasdorp Basin(oil and gas fields)

Not to scale

Recent large oil discoveries

Recent large oil discoveries

Brazillian Salt Basin(~30 billion boe)

North FalklandsRecent reported oil discovery

NAMIBIA

Our locations Southern Blocks 2714A&B

Adonis PouroulisNon-Executive Chairman

04 Chariot Oil & Gas Limited Annual Report and Accounts 2011•

Chairman’s statement

Over the last ten months the Company has worked hard to successfully position itself and ensure that it is fully prepared for the significant developments that the forthcoming year will bring. The team has advanced its technical work, identifying key areas within our prospect and lead inventory to further mature targets for drilling. The addition of two new international Joint Venture partners has not only affirmed the high potential of our blocks but also mitigated our risk and enabled us to evaluate further projects as we seek to develop our portfolio. This, combined with our strong financial position, stands us in good stead as we look to initiate our four to five well drilling campaign with the spudding of Tapit South (1811/5-1) on the Tapir South prospect in April of this year.

Continued portfolio developmentThe Company has spent a total of US$108 million to date progressing our highly prospective acreage. Throughout the period, the portfolio has continued to grow with total gross mean un-risked prospective resources now estimated at 20.0 billion barrels with 15 prospects and 16 leads, 11 of which were identified in the Central Blocks following the reprocessing and reinterpretation of previous data sets. This is a significant value enhancement of our portfolio that has been achieved through the ongoing disciplined and systematic efforts of our technical team.

Through additional geological and seismic work, the Company has been able to increase its portfolio as well as de-risk certain prospects such as Tapir South, now poised to be spud in April 2012, and to develop other well targets. The continued development and better understanding of our portfolio as well as the subsequent de-risking of our prospects will only improve further, following the processing and interpretation of the extensive 3,500km² of seismic data acquired over our Central Blocks in February.

These results are due to be announced at the end of 2012.

The world class quality of our assets and prospects was endorsed during the period under review through a successful fundraising in April 2011 which resulted in net cash received of US$140 million. At the same time the Company completed farm-in partnerships with PGS and BP in August and furthermore secured the approval from the Ministry of Mines and Energy Namibia for the First Renewal Phase of the Central Blocks and Southern Block 2714A where Chariot was able to retain 100% of its acreage. In addition to this, the election of Petrobras to take up operatorship and their commitment to an exploration well later this year in Block 2714A demonstrates their confidence in our prospective resources.

Successful farm-out agreementsWith the introduction of a second major and subsequent support from one of the world’s leading seismic companies, Chariot witnessed an increase in confidence and interest not only in the potential of its highly prospective acreage but also in firmly placing Namibia as a new frontier region for major oil exploration.

The Company now has two international oil majors farmed into Block 2714A (BP holds 45% of the block, Petrobras 30% and Chariot 25%), a significant affirmation of the potential within our acreage. All partners have agreed on the well location of the first exploration well, Kabeljou (2714/6-1), on the Nimrod prospect and Petrobras is currently tendering for a drilling rig. Nimrod is a very large structural prospect, some 500km² in area, which is estimated to contain 4.9 billion barrels of gross un-risked mean prospective resources.

PGS’ 10% farm-in into the Central Blocks has funded 50% of the 3,500km² 3D seismic campaign that commenced in December 2011 and completed in

Highlightsk Continued progress on prospect

and lead inventory, further matured targets for drilling

k 3,500km² 3D seismic carried out on Central Blocks

k Addition of two new international joint venture partners – endorsement of quality and potential of acreage

k Fundraising during and post period end places Company in strong position to achieve its objectives

k New additions to Board and Management further bolster technical and commercial team

“ The Company is in a position of strength, with a strong balance sheet, high quality joint venture partnerships and a good understanding of the hydrocarbon potential offshore Namibia.”

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05Chariot Oil & Gas Limited Annual Report and Accounts 2011 •

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Chariot Oil & Gas Limited Annual Report and Accounts 2011

February 2012. The survey was designed to cover as many of the recently identified high graded leads as possible, with the intention of further expanding the prospect and lead inventory, mitigating risk and maturing further targets for drilling. The data acquired is considered to be of excellent quality and is currently being processed. The Company looks forward to providing a resource update once interpretation is complete. This will then be followed up by a further Competent Person’s Report.

Whilst the addition of these farm-in partners is a significant endorsement of Chariot’s acreage, it also provides the Company with further funds to concentrate on developing its portfolio and to focus on its longer term drilling campaign.

Financial review The Group remains debt free and as at 31 December 2011 it held cash balances of US$129.0 million (US$9.2 million as at 28 February 2011). The successful fundraising in April 2011, whereby US$140 million (net) was raised, places Chariot in a very strong position to achieve its current strategic objectives and the Company’s cash position was further strengthened with a placing announced post period end, in March 2012, for gross proceeds of approximately US$48.7 million.

The BP farm-out on Block 2714A and the PGS farm-out on the Central Blocks have had a significantly positive impact on the Group’s cash resources. In terms of Block 2714A, BP has paid a significant majority of Chariot’s back costs in relation to the licence and will also meet Chariot’s obligations in relation to the drilling of the first well on the block.

The PGS farm-out has also resulted in significant cost savings for the Group in terms of the 3D seismic acquisition programme, with PGS funding 50% of the cost of the programme.

During the ten month period to 31 December 2011 the Company incurred losses of US$9.2 million (Year to 28 February 2011: US$7.3 million) with other administrative expenses accounting for US$5.6 million (Year to 28 February 2011: US$5.0 million), of this loss. Excluding foreign exchange losses of US$2.1 million and share based payments of US$2.4 million, the loss for the period reduces to US$4.7 million (Year to 28 February 2011: US$4.9 million).

The US$140 million funds raised in April 2011 were received in Sterling and the majority was converted into US Dollars at the time of the fundraising. However, the Group continues to hold Sterling balances to cover its foreseeable costs in that currency and, due to the strengthening of Sterling against the US Dollar during the period under review, the loss for the period includes the foreign exchange loss of US$2.1 million (Year to 28 February 2011: gain of US$15,000) discussed above.

Capitalised exploration costs for the ten month period ended 31 December 2011 amounted to US$15.3 million (Year to 28 February 2011: US$4.1 million), a large portion of which related to the 3,500km² 3D seismic acquisition programme with PGS which was carried out on the Central Blocks and which was completed in February 2012. The balance of the material exploration expenditure incurred in the period relates to the preparation and planning for the Company’s upcoming drilling campaign.

The Group changed its accounting reference date from 28 February to 31 December to ensure that its reporting date is more aligned with its industry peer group.

Board of Directors and management changesWe were pleased to welcome Larry Bottomley to the Board as a Non-Executive Director in September.

Larry has been working in the oil and gas industry for over 30 years and has a wealth of experience in frontier exploration and a significant understanding of the hydrocarbon potential of Namibia.

I would also like to take this opportunity to welcome Robert Mwanachilenga, who joined us post period end in our Namibian office as Country Manager. Robert is a Petroleum Engineer with 20 years of international experience in the oil and gas industry. Prior to joining Chariot he worked for the National Petroleum Corporation of Namibia (NAMCOR), as Acting Managing Director, having also held positions in the Company as Engineering Manager and Development Engineer. We very much look forward to working with Robert, whose in-depth knowledge of Namibia and industry experience will be instrumental as we continue to develop our Namibian assets.

Conclusion The period under review has seen the Company prepare itself for an extensive drilling campaign offshore Namibia. The Company is in a position of strength, with a strong balance sheet, high quality Joint Venture partnerships and a good understanding of the technical merits of the hydrocarbon potential of the country. I would like to thank all staff and contractors for their efforts in achieving this and thank the Ministry of Mines and Energy Namibia and the Government of Namibia for their continued support throughout. Should the results of our exploration wells be positive, Chariot looks forward to becoming an integral part of the economic growth of Namibia that will inevitably follow.

Adonis PouroulisChairman 20 March 2012

06 Chariot Oil & Gas Limited Annual Report and Accounts 2011•

Chief Executive’s review

Chariot stands at a pivotal stage of its development as we move into the drilling phase of our exploration programme, the results of which have the potential to be transformational for the Company and for Namibia. The team has continued to explore and maximise the prospectivity of our assets in preparation for the operational year ahead in which we will continue to develop our portfolio and balance risk through further farm-out agreements and new business opportunities whilst concurrently commencing our Namibian four to five exploration well programme through to the end of 2013.

Exploration progress – an operational year aheadThe period under review saw significant improvement in our exploration progress, working towards mitigating risk and funding further projects to develop our assets, culminating in the successful procurement of a drilling rig contract with A. P. Moller Maersk A/S (“Maersk”) for a one well drilling slot on the Tapir South prospect commencing next month using the Maersk Deliverer drilling rig, with Chariot as operator.

The Maersk Deliverer is an ultra deepwater semi-submersible drilling rig, ideal for the planned total vertical depth subsea level (5,100m) of Tapir South. It is anticipated that the rig will arrive on location, 80km offshore Namibia, at the end of March 2012 and that the drilling of the Tapir South prospect will commence shortly thereafter. This is only the second well to be drilled in the Namibe Basin and its results could see Namibia become a significant oil province.

Following the drilling of Tapir South, a second well, Kabeljou (2714/6-1), is anticipated to be spud in H2 2012. This will be operated by Petrobras and the Chariot cost of the well carried by BP. With the well location agreed by all partners, Petrobras is currently ordering long lead items and setting up a support base in Luderitz Bay whilst concurrently tendering for a suitable drilling rig. Kabeljou (2714/6-1) is located on the Nimrod prospect in a water depth of 350m with an anticipated total depth of 3,100m. The prospect has a 24% chance of success and gross un-risked mean prospective resources of 4.9 billion barrels, making the potential outcome of this well extremely exciting.

Following the results of Tapir South (1811/5-1), Kabeljou (2714/6-1) and the evaluation of the 3,500km² of 3D seismic data recently acquired in the Central Blocks, the Company will look to drill a third well. This will be a crucial time for the Company as we stand on the verge of seeing the high potential of our assets realised.

Farm-out developmentIn August the Company signed two farm-in contracts, one with BP (50% of Chariot’s equity in 2714A, one well carry and back costs) and the other with PGS (10% Central Blocks, 50% of costs of 3,500km² 3D seismic acquisition). Throughout the year Chariot has continued to meet with high calibre companies who have shown significant interest in our data across all of our licence areas and negotiations remain ongoing. Since opening the data room, further West African oil discoveries have been made near to our acreage, such

Highlightsk Well prepared for an operational

year ahead

k Two wells to be spud this year:

k Tapir South (1811/5-1): April 2012

k Kabeljou (2714/6-1): Q3 2012

k Petrobras elected for operatorship of Kabeljou (2714/6-1), currently tendering a rig

k Farm-out discussions continue

k Evaluation of other African opportunities progresses

Paul WelchChief Executive Officer

“ The last ten months have seen the Company work hard to make ready for the drilling phase of our exploration programme, the results of which have the potential to be transformational for the Company and for Namibia.”

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07Chariot Oil & Gas Limited Annual Report and Accounts 2011 •

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as that of Cobalt International Energy’s Cameia-1 well in Southern Angola, which is on trend with our Northern Licence Blocks and appears to share analogous features with our prospects. This has sparked further interest in our Northern prospects and we thus continue in our negotiations and will update the market with any material developments when they occur. The funds raised in the placing announced post period end ensure that we are in a very strong position when negotiating farm-out terms.

Opportunities evaluationThroughout the period, the technical team has continued to evaluate and analyse numerous new business opportunities with the intention of finding an African asset of suitable fit within the Chariot portfolio. In doing so, we aim to balance the Company’s risk at the same time as developing Chariot’s broader involvement in Africa. We are currently in discussions regarding a number of carefully considered assets and we look forward to reporting our progress in due course.

Operating in NamibiaIt is a pleasure working alongside the Namibian Government and Ministry of Mines and Energy Namibia who have supported the Company into its First Renewal Phase. We would like to thank both bodies for their continued support and their co-operation in the development of our operational bases in Walvis and Luderitz Bay as the Company moves into the drilling phase.

Chariot has continued to monitor its effect on the environment, carrying out appropriate Environmental Impact Assessments as well as devising an Environmental Management Plan in preparation for drilling. Chariot also looks to ensure that local Namibian companies are employed in a variety of ways, from technical services and logistics to catering. As we move deeper into 2012 the number of local partnerships will continue to increase and, should we encounter success, we will be able offer further job opportunities, providing educational and economic support to the country.

Looking forwardI would like to thank our staff and all those that have been associated with the Company’s progress over the last ten months for their consistent hard work and our shareholders for their continued support. This is a very exciting time for the Company at the commencement of our four to five well drilling programme, the outcome of which could see Namibia become an important hydrocarbon province, and Chariot a significant independent African oil explorer and producer.

Paul WelchChief Executive Officer 20 March 2012

Subsequent eventsOn 5 April 2012 the Company announced that the Tapir South (1811/5-1) well had spud. The position and total depth of the well remains unchanged: it is located 80km offshore Namibia in the Company’s Northern Block 1811A, in which Chariot has a 100% equity interest. The well is being drilled to an estimated total depth of 5,100m TVDss and, as announced following the placing of 20 March 2012, this will now include extended drilling time to ensure that one of the deeper identified targets is drilled through to its base. The drilling and logging operations are expected to take approximately 70 days and the results received will provide invaluable information for furthering our knowledge in the area. This will also have the potential to significantly de-risk other prospects in near proximity, as well as to make Namibia a recognised oil province.

Also on 5 April 2012 Chariot reported that, having received an update from the operator, the Kabeljou (2714/6-1) well would now be likely to spud earlier due to the likelihood of a drilling unit being secured in Q3 2012.

08 Chariot Oil & Gas Limited Annual Report and Accounts 2011•

Review of operations

Highly prospective acreageThe Chariot acreage position comprises eight large blocks held within four licences that encompass an area of 30,504km² offshore Namibia – the third largest holder in country, and eleventh largest in the whole of offshore West Africa. The blocks are grouped in three sets, each located in a separate basin with distinctive geological characteristics. Each basin is recognised to have huge hydrocarbon potential and the Company is on the brink of determining that potential with the onset of its drilling campaign. Success in either of the first wells will mark the transition of Namibia from a frontier region to a lucrative oil province.

West Africa – still Africa’s main under-explored oil playThe South Atlantic margin of Africa has many common elements of geology through the various basins along it, as well as many shared characteristics with the South American Atlantic margin from which it separated in early Cretaceous times. Exploration has focused traditionally on the prolific salt basins and the Niger Delta with limited success outside of these areas until recent exploration, driven by 3D seismic and new play thinking, demonstrated large potential along the Transform Margin (Ghana to Sierra Leone) and similarly on the South American equivalent margin. This successful exploration effort, going north of the salt basins, has not yet been matched by an equivalent effort going south of the salt basins where Namibia

lies over the largest segment of highly under-explored Atlantic margin. Chariot’s two pending wells will be only the second and third exploration wells ever drilled in Namibia with the key benefit of 3D seismic control.

Amongst the key shared characteristics of the Atlantic margin basins are source rocks; the Cenomanian-Turonian interval charges many of the largest discoveries along the margin and is developed in excellent, oil prone facies over the area of the 1811 Blocks. Similarly, Lower Cretaceous synrift and basal “drift” sequence source rocks are responsible for major oil accumulations along the margin and are indicated or proven to exist in the Namibian basins. A key contributing factor to the large size and prolific capability of many African oil fields is the good quality of the sandstone reservoirs. The extensive, cratonic

Northern Block 1811A Tapir South (1811/5-1) wellChariot’s first exploration well, Tapir South, is only the second to be drilled in the Namibe Basin – the results of which will be invaluable to furthering our knowledge and development.

Initiating the drilling campaign:

k Operator: Chariot

k Ownership: Chariot 100%

k Drill rig: Contract signed with Maersk for the Maersk Deliverer semi-submersible

k Spud date: 5 April 2012

k 25% Chance of Success

k Mean un-risked prospective resources of 604 million barrels of oil

k Location: 80km offshore

k Water depth: 2,108m

k Estimated total depth 5,100m TVDss

k Multiple reservoir targets

k Expected phase: light oil

Well path of Tapir South (1811/5-1) on 3D seismic

Tapir trend of Block 1811A interpreted on 3D seismic

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09Chariot Oil & Gas Limited Annual Report and Accounts 2011 •

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hinterland of Africa is a good provenance for clean sands and wells offshore Namibia have encountered good thick sands in a range of depositional environments, from Aeolian to deltaic sand sheets to deep marine turbidite fans and channels. Seals are typically marine shales. Older sandstone reservoirs can be degraded by clays but despite their age, deeply buried reservoirs such as the Kudu Field can be highly permeable even at a depth of over 4km.

Chariot leading the wayChariot, through its wholly owned subsidiary Enigma Oil & Gas Exploration (Pty) Limited, entered Namibia in 2007 and since then has conducted the largest seismic survey in country to date, comprising 8,000km² of 3D seismic in addition to previous 2D seismic surveys. The use of 3D seismic

evaluation is a primary tool for the effective de-risking of prospects prior to drilling but, to date, has only been used to guide one exploration well drilled in Namibia. With the benefit of its seismic dataset Chariot has been able to identify robust structural and stratigraphic traps building a portfolio of 15 prospects and 16 leads with total estimated mean un-risked resource potential of over 20.0 billion barrels of oil. With some 15 targets ready to drill we look forward to the spud this year of our first two wells on the Tapir South (Northern Blocks) and Nimrod (Southern Blocks) prospects.

Anticipated outcomeIn our prospect areas the mapped source rock kitchens are all in the oil window and at, or near to, their maximum maturity present day.

This means that we expect to find a liquid charge to our traps with oil being the expected phase in the event of a discovery. It is important to note that, whilst the Kudu Field discovery was one of dry gas, it is located within the Orange Delta where the rift source rock has been buried to a depth of more than 5km, resulting in it being highly overcooked and gas generating. Chariot’s acreage, however, lies north of this area and contains a much shallower charge kitchen which sits in the oil window.

All of our prospects, if successful, are expected to be commercial and likely to be developed rapidly, bringing both Namibia and Chariot into the realm of significant oil producers.

Southern Block 2714A Kabeljou (2714/6-1) wellThe Kabeljou well is situated on the 500km² Nimrod prospect, one of the largest prospects to be drilled worldwide this year.

k Operator: Petrobras

k Ownership: BP 45%, Petrobras 30%, Chariot 25%

k Currently tendering for a drilling rig contract

k Spud date: Q3 2012

k 24% Chance of Success

k Gross mean un-risked prospective resources of 4.9 billion barrels of oil

k Well location agreed

k Water depth: 350m

k Estimated total depth 3,100m TVDss

k Seismic anomalies identified in structural closure

k Oil generating kitchen

Well path of Kabeljou (2714/6-1) on 3D seismic

Nimrod structure and attribute maps interpreted from 3D seismic

10 Chariot Oil & Gas Limited Annual Report and Accounts 2011•

Review of operations continued

The Northern Blocks 1811A&B (100% Chariot) cover an area of 5,481km² and are located to the north of the Walvis Ridge in the Namibe Basin, which is conjugate to the oil producing Santos basin in Brazil. Chariot has identified four prospects and two leads within the blocks and estimates these to contain a potential mean un-risked prospective resource volume of 2.8 billion barrels of oil.

Within the 1,500km² 3D seismic survey that Chariot completed in 2010, the Company has identified a large ridge called the Tapir “trend” with three culminations forming three prospects, each commercial in its own right. The ridge is formed by a rotated fault block over which are draped deep marine sediments containing mid-Cretaceous source rocks at the base passing up into multiple turbidite sandstone reservoirs at several mapped levels interbedded with deep marine shale reservoirs. On the rotated fault block itself, Apto-Albian carbonates form an

additional target. These underlie a horizon that appears to correspond to a level where mobile salt was present.

Chariot is currently drilling the Tapir South prospect (well 1811/5-1) which has a 25% Chance of Success and a mean un-risked prospective resource potential of 604 million barrels of oil. On this prospect, multiple four way dip closures that contain deep marine channel sandstone geometries which are adjacent to a well defined oil charge kitchen have been identified. The well trajectory is planned for a TVDss of 5,100m with multiple reservoir targets. It is expected that minor overpressure will be present, based on offset wells, and that the oil, if discovered, will be at the “light” phase. In the event of success, the results of this well will significantly increase the Chance of Success on the other prospects in the area as well as additional leads.

The Central Blocks 2312A&B and the Northern halves of 2412A&B (90% Chariot, 10% PGS) are located within the Luderitz and Walvis Basins and cover an area of 16,801km². They lie adjacent to a shelf area with proven thick deltaic sands and current seismic mapping indicates that they have been reworked via canyon systems into the Central Blocks themselves. At this point the sands seem to be deposited as large submarine fan and channel complexes in the Upper Cretaceous section, likely to be interbedded with deep marine shales that form a good seal.

At present the Company has identified 14 leads and gross mean un-risked prospective resource volumes of 8.3 billion barrels of oil in this licence area. These blocks are the least mature in terms of exploration in the Company’s profile, with current estimates derived from 2D seismic data. This will be reassessed following the processing and interpretation of a 3,500km² 3D survey that was carried out at the end of

2011/beginning of 2012 and is likely to provide increased prospective resource volumes and additional drilling targets.

This 3D seismic acquisition was carried out in conjunction with PGS using 3D Geostreamer technology. It covered the north eastern areas of the blocks following the reinterpretation and reprocessing of 3,000km of 2D seismic data which identified 11 new leads within this area that occur in several different target intervals within both structural and stratigraphic traps. These include analogues to the Nimrod feature identified in the Southern Blocks as well as an indication that two source rock levels are mature for oil generation. In directing the 3D survey over this area the Company anticipates having the best chance of delivering multiple drillable prospects. With no salt layer in this region the 3D data quality is considered to be excellent, with high clarity capable of indicating the type of fluids contained within the objective horizons.

Chariot’s Southern Blocks 2714A&B cover 8,222km² and are situated in the Orange Basin. Chariot holds 25% of Block 2714A with Petrobras (30% and operator) and BP (45%) as partners and 100% of Block 2714B. The Company has identified gross mean un-risked prospective resources of 9.0 billion barrels of oil within the combined blocks, with 11 prospects positioned over three objective horizons.

A “mega-structure” prospect, Nimrod, which is estimated to contain 4.9 billion barrels of oil, is of particular interest in this licence area and is the location for the Southern Blocks’ first exploration well, Kabeljou (2714/6-1) – expected to be drilled in Q3 2012. Due to a presence of a Direct Hydrocarbon Indicator (“DHI”) over the large closure area which supports the presence of both charge and trap, the prospect has a Chance of Success of 24%. The main target of Kabeljou (2714/6-1) is Albian deltaic sandstones that are identified by a correlation to the nearest well in which excellent quality reservoir is present. Two separate sands appear to be present, both with a DHI in the Albian

level and additionally there is a deeper Barremian sandstone target in a structural trap which will also be penetrated with Kabeljou (2714/6-1).

Further mapped prospects have been identified at the Albian target level and at a deeper horizon level, believed to be Barremian in age. The age and stratigraphic trap geometry of these prospects at this deeper level are similar to the Kudu Field which demonstrates the validity of the play. Importantly the kitchen for these prospects in Block 2714A is much shallower than for the Kudu field and oil is the expected charge rather than gas. These prospects look to be attractive follow-on targets in the event of success with the Kabeljou (2714/6-1) well.

Matthew TaylorDirector of Exploration

Northern Blocks

Central Blocks

Southern Blocks

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11Chariot Oil & Gas Limited Annual Report and Accounts 2011 •

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2012 targetHaving drilled Tapir South (1811/5-1) Q2, analyse results and commence potential appraisal work in 2013.

2012 targetProcess and interpret 3,500km² of 3D seismic data H2 2012, provide interim resource update Q4 2012 followed by detailed interpretation and CPR early 2013.

2012 targetDrill Kabeljou (2714/6-1) exploration well on Nimrod prospect Q3 2012, analyse results and commence potential appraisal work in 2013.

12 Chariot Oil & Gas Limited Annual Report and Accounts 2011•

Corporate Social Responsibility

Chariot supports the growing awareness of social, environmental and ethical matters when considering business practices. This statement provides an outline of the policies in place that guide the Company and its employees when dealing with social, environmental and ethical matters in the workplace.

Code of conductChariot maintains and requires the highest ethical standards in carrying out its business activities in regard to dealing with gifts, hospitality, corruption, fraud, the use of inside information and whistle-blowing. Chariot has a zero tolerance policy towards bribery.

Equal opportunity and diversityChariot promotes and supports the rights and opportunities of all people to seek, obtain and hold employment without discrimination. It is our policy to make every effort to provide a working environment free from bullying, harassment, intimidation and discrimination on the basis of disability, nationality, race, sex, sexual orientation, religion or belief.

Employee welfareChariot aims to assist employees at all levels to improve their professional abilities and to develop their skills.

The Company will practice manpower and succession planning in regard to the number and type of personnel resources that will be required in the future. Individual career progression activities are developed with this in mind.

Joint venture partners, contractors and suppliersChariot is committed to being honest and fair in all its dealings with partners, contractors and suppliers. The Company has a policy to provide clarity and protection, within its terms of business, to ensure the delivery and receipt of products and services at agreed standards. Procedures are in place to ensure that any form of bribery or improper behaviour is prevented from being conducted on Chariot’s behalf by Joint Venture Partners, Contractors and Suppliers. Chariot also closely

guards information entrusted to it by joint venture partners, contractors and suppliers, and seeks to ensure that it is never used improperly.

Operating responsibly and continuous improvementChariot is committed to a proactive quality policy to ensure that stakeholders are satisfied with its results and the way in which the business operates and to promote continuous improvement in the overall operation of the Company. In pursuit of these objectives, Chariot will use recognised standards and models as benchmarks for its management system.

Environmental and socioeconomic policyChariot adopts an environmental policy which sets standards that meet or exceed industry guidelines and host government regulations. This is reviewed on a regular basis. Wherever we operate we will develop, implement and maintain management systems for sustainable development that will strive for continual improvement.

Prior to any seismic acquisition programmes and in preparation for the drilling of an exploratory well, Chariot employs environmental consultants to carry out area specific Environmental Impact Assessments (“EIAs”) which are subsequently put forward for approval to the Namibian Ministry of Mines and Energy in accordance with other relevant Ministries, for example, the Ministry of Fisheries and Marine Resources and the Ministry of Environment and Tourism. Chariot intends to carry out all necessary requirements to ensure that the environment in and around its areas of interest are maintained to the highest standards.

As part of the environmental assessment, during the time of seismic acquisition, Chariot employed marine mammal observers to travel on board the seismic vessels. These observers were able to compile marine mammal and bird count statistics which will assist in the preparation of future EIAs.

With regards to preparation for the drilling of an exploratory well, an Environmental Management Plan has been devised and will be implemented from preparatory stage to well completion. Whilst drilling is underway, an Oil Spill Response and Emergency Response plan will be put in place. Going forward, an Environmental Management System will be developed to co-ordinate and monitor environmental activities and report the performance over the lifetime of the field from discovery to development, through to abandonment.

Social impacts will also form part of these assessments and preliminary work in this area will consider the local communities and the local economic effects on a progressive and permanent level in the event that Namibia becomes a petroleum province. It is Chariot’s aim to ensure that all the likely environmental and socioeconomic impacts will be managed with skill, care and diligence in accordance with professional standards.

Chariot is committed to maintaining and regularly reviewing its Health and Safety and Environmental (“HSE”) policies.

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13Chariot Oil & Gas Limited Annual Report and Accounts 2011 •

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Our goals

With the movement of the Company into the next phase, Chariot has striven to adhere to the strictest guidelines, aiming to operate responsibly and carry out its tasks with skill, care and diligence in accordance with professional standards. This, we hope, will ensure that the Company effectively reduces any negative impact and is effective in its positive impact to the local area and Namibia in both the short and long term.

k High ethical standards

k Honest and fair in all manners of business

k Implement and maintain management systems for sustainable environmental and socioeconomic development

14 Chariot Oil & Gas Limited Annual Report and Accounts 2011•

Board of Directors

Adonis Pouroulis Non-Executive ChairmanAdonis, one of the founders of Chariot and Enigma, is a mining entrepreneur whose expertise lies in the discovery and exploration of natural resources. Adonis is also Chairman of Petra Diamonds Ltd., a pan-African diamond mining company which he founded and listed on London’s AIM market in 1997, and moved to the main market in 2011. Petra is now South Africa’s second largest diamond producer, with a balanced portfolio combining major producing mines and world-class exploration. He has been influential in the listing of a number of other companies onto AIM and has been instrumental in structuring and raising funds to help finance a number of early stage exploration and mining projects across Africa.

Robert Sinclair Non-Executive DirectorRobert is managing director of the Guernsey based, Artemis Trustees Limited and a director of a number of investment fund management companies and investment funds associated with Artemis Trustees Limited. Robert is chairman of Schroder Oriental Income Fund Limited and a director of ING UK Real Estate Income Trust Limited. He is a Fellow of the Institute of Chartered Accountants in England and Wales and is resident in Guernsey. Robert represents the interests of Westward Investments Limited, a major shareholder of Chariot.

Paul Welch Chief Executive OfficerPaul has extensive oil and gas industry experience, having worked for Shell International for twelve years, followed by a further nine years with independent companies, most recently with Hunt Oil and Pioneer Natural Resources. He held a wide variety of engineering, management and business development positions throughout Shell’s global operations across all of its core regions of exploration, development and production. At Hunt Oil, Paul evaluated exploration and production opportunities across its international asset portfolio and more recently he worked in Northern Africa with Pioneer, responsible for producing assets in Tunisia. Paul was instrumental in significantly increasing Pioneer’s Tunisian production profile and overseeing new business development in Algeria, Libya, Morocco, Egypt and Iraq.

George Canjar Non-Executive DirectorGeorge has 30 years of experience in the oil and gas industry and began his career at Shell having graduated with a BS in Geologic Engineering from the Colorado School of Mines. He subsequently worked with Carrizo Oil and Gas as Vice President of Exploration and Development and more recently he was Executive Vice President and Chief Operating Officer for Davis Petroleum Corporation. His career has spanned a broad spectrum of the E & P sector involving all petroleum engineering and exploration disciplines as well as a variety of corporate activity. His expertise lies in deal structuring, portfolio development, risk analysis and strategic modelling, in addition to being the operational catalyst for bringing successful projects to first production.

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15Chariot Oil & Gas Limited Annual Report and Accounts 2011 •

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James Burgess Commercial DirectorJames set up Everett Financial Management Limited in 1992 and sold it in 2003. Since then, he has been involved in numerous fundraisings and the admission to trading on AIM of a number of companies in the energy and resource sectors operating largely in the African continent. Prior to Everett Financial Management Limited, James worked with Hoare Govett. He is a non-executive director of a number of resource companies.

Philip Loader Non-Executive DirectorPhilip has over 27 years of experience in the upstream oil and gas industry and his core strengths lie in international exploration and business development. He is currently Senior Vice President of Exploration for Mubadala Oil and Gas, accountable for their exploration inventory across the Eastern Hemisphere. Philip began his career as a geophysicist in 1983 and throughout his career has evaluated numerous opportunities across the globe. He has a wealth of experience in Africa, having made discoveries in Tunisia, Algeria and Equatorial Guinea. Prior to Mubadala, Philip worked for Anadarko Petroleum Corporation for over ten years, latterly as Vice President of international exploration where he oversaw exploration related activities in a variety of international provinces. Philip holds a B.Sc in Geology from the University of Manchester, an M.Sc DIC in Petroleum Geology (Geophysics) from Imperial College, University of London and an MBA from Henley Management College.

Heindrich Ndume Country Director NamibiaHeindrich is a Namibian national with mining exploration experience throughout sub-Saharan Africa. Heindrich has played a unique role within the development of Namibia’s mining and energy strategies, including acting as National Energy Council Secretary and World Energy Council Representative for the Ministry of Mines and Energy Namibia. Heindrich was one of the founding shareholders of Enigma, which is a 100% subsidiary of Chariot.

Larry Bottomley Non-Executive DirectorLarry has worked in the oil and gas industry for over 30 years and has a significant track record of building exploration and production businesses on the international stage, delivering transformational growth and shareholder value. Larry has held senior management roles with Perenco SA, Hunt Oil, Triton Energy and BP, working across a broad spectrum of exploratory and business development roles worldwide. He has a strong background in integrated geosciences, team management and relationship building and a key aspect of his work has been in the creation, development and delivery of significant drilling programmes that have led to the discovery and development of giant oil fields.

16 Chariot Oil & Gas Limited Annual Report and Accounts 2011•

Senior Management Team

Martin Richards Development Engineering ManagerMartin has worked in the oil and gas industry for over 30 years and has in-depth experience of all aspects of subsurface management, reservoir engineering and petroleum economics. He has worked as both a Chief and Senior Reservoir Engineer for a variety of companies, including Petro-Canada, Suez Oil Company, Deminex and Mobil. He has particular expertise in operational and functional reservoir management, leading multi-disciplinary reservoir studies, asset management and reserves reporting. Martin has had numerous exploration and drilling successes to date.

Julia Kemper Principal GeophysicistJulia has more than 25 years of experience in the oil and gas industry having worked as a geophysicist for both BP and Shell and more recently as senior geophysicist with Hunt Oil and MND Exploration and Production. She has been involved in all aspects of geophysical work throughout her career and has been a formative part of, and had key roles in, new venture divisions. Julia specialises in the development, interpretation and evaluation of 2D and 3D seismic programmes as well as the assessment of new opportunities. She has a long track record of working in Namibia and her knowledge of the country contributed to securing the offshore acreage for Hunt Oil in 2005.

Matthew Taylor Director of ExplorationMatthew is a petroleum geologist who has worked in the industry for nearly 30 years. He began his career with BP Exploration in 1980 and subsequently held senior geologist posts with BHP Petroleum and Triton Energy. Further to this Matthew consulted and advised for a range of clients including Chevron, Dana Petroleum and Marathon Oil on new venture projects, both identifying targets and providing detailed prospect and basin evaluations and opportunity assessments. Subsequent to this, working for Hunt Oil, he played a major role in the acquisition of exploration acreage in Namibia, Oman, Senegal, Togo and Western Europe.

Alex Green Commercial ManagerAlex has over 20 years of experience in business development, commercial and financial functions in the upstream oil and gas industry. Alex began his career as a Petroleum Economist for Clyde Petroleum where he was responsible for developing the company’s corporate business model and evaluating acquisition opportunities. He subsequently worked as a Risk Analyst for BG Plc and moved to Commercial Manager and then Group Economics Manager for Paladin Resources. At Paladin, Alex led successful joint venture negotiations and ran the financial and commercial analysis within the company’s business development team. He also played a key role in developing internal and external financial models.

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Anthony Jervis Senior GeoscientistAnthony has been a geoscientist for over ten years and has worked across a variety of disciplines including petrophysics and wellsite operations, seismic interpretation, play fairway analysis, prospect generation and evaluation. Anthony has experience working in Australasia, Africa, Europe and the Middle East and began his career working in the development, exploration and operations teams for Santos Ltd, moving onto Gaffney, Cline and Associates where he led detailed field reviews, CPRs and reserve audits for independents, majors and NOCs. In 2009 he joined AWE Ltd as Senior Geoscientist where he assessed New Venture projects including exploration, pre-developments and corporate acquisitions, led a successful Licence Round and was a member of their Peer Review team.

Ian Thomas Senior Staff GeophysicistIan has a strong technical and commercial background with over 30 years of global experience as a geophysicist. His geological and geophysical skills have been applied across a diverse range of assets and he has identified, evaluated and successfully promoted business opportunities in Venezuela, Colombia, North Africa, Kazakhstan and the UK. He started his career with Cities Service, subsequently working for RTZ, Elf and Ultramar, with key roles in the formation of successful farm-in groups, bidding rounds, focused interpretations and new venture analysis. In 1992 he moved to Nimir where he built up their worldwide exploration and production portfolio and from there joined Silverstone Energy (now Bridge Energy) which made three commercial discoveries during his tenure.

Robert Mwanachilenga Country ManagerRobert has been in the oil and gas industry for 20 years, with experience in a variety of international roles. Prior to joining Chariot, Robert worked for the National Petroleum Corporation of Namibia (“NAMCOR”) as Acting Managing Director, having also held roles within the Company as Engineering Manager and Development Engineer. Robert is a member of the Society of Petroleum Engineers, the Association for the Advancement of Cost Engineers International and the Engineering Council of Namibia.

18 Chariot Oil & Gas Limited Annual Report and Accounts 2011•

Remuneration CommitteeThe Group’s Remuneration Committee comprises Adonis Pouroulis (Chairman), Robert Sinclair, George Canjar and Philip Loader.

The purpose of the Remuneration Committee is to:

k make recommendations to the Board on an overall remuneration policy for Executive Directors and other Senior Executives in order to retain, attract and motivate high quality executives capable of achieving the Group’s objectives; and

k demonstrate to shareholders that the remuneration of the Executive Directors of the Group is set by a committee whose members have no personal interest in the outcome of their decision and who will have due regard to the interests of the shareholders.

Procedures for developing policy and fixing remunerationThe Board fixes executive remuneration and ensures that no Director is involved in deciding his or her own remuneration. The Committee is authorised to obtain outside professional advice and expertise.

The Remuneration Committee is authorised by the Board to investigate any matter within its terms of reference and it is authorised to seek any information that it requires from any employee.

Details of the remuneration policyThe basic fees to be paid to the Directors are recommended by the Remuneration Committee and are subject to approval by the full Board.

Directors’ service agreementsAll service agreements for Directors are terminable by either party on six months’ notice.

Directors’ remunerationThe following remuneration comprises Directors’ fees and benefits in kind that were payable to Directors during the period:

Fees/basicsalary

US$’000

Performancecash bonus

US$’000

Benefits inkind(1)

US$’000

Pensioncontribution(2)

US$’000

December 2011Total

US$’000

February2011Total

US$’000

P Welch 439 341 11 — 791 808

J Burgess 202 — 1 10 213 363

A Pouroulis 77 — — — 77 69

P Kidney(3) — — — — — 103

R Sinclair 61 — — — 61 52

H Ndume 125 — 5 — 130 234

G Canjar 67 — — — 67 63

P Loader 61 — — — 61 38

L Bottomley 26 — — — 26 —

Total 1,058 341 17 10 1,426 1,730

(1) Benefits typically comprise private health care arrangements and permanent health insurance. (2) Pension costs for the period ended 31 December 2011 in relation to Directors were US$10,000 (February 2011: US$12,000).(3) Directors who resigned during the year ended 28 February 2011.

Directors’ remuneration report

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19Chariot Oil & Gas Limited Annual Report and Accounts 2011 •

Directors’ interests in sharesThe Directors who held office at the end of the period had the following interests in the issued share capital of the Group:

31 December 2011

28 February 2011

P Welch 250,000 250,000

J Burgess 2,250,000 2,250,000

A Pouroulis(1) 21,565,971 22,015,971

R Sinclair 200,000 —

H Ndume(2) 20,107,426 21,376,171

P Loader — —

G Canjar — —

L Bottomley — —

Total 44,373,397 45,892,142

(1) Shares are held by Westward Investments Limited a Company which is owned by a discretionary trust of which Adonis Pouroulis is one of a number of beneficiaries.(2) Shares are held by Protech Namibia (Pty) Limited of which Heindrich Ndume is the sole registered shareholder.

Share optionsThe Group operates a share option scheme pursuant to which Directors and senior executives may be granted options to acquire ordinary shares in the Company at a fixed option exercise price.

During the period, options were granted over a total of 250,000 ordinary shares. Peter Kidney, a former Director, exercised 500,000 options in the Company. No current Director options were exercised during the period. The interests of the Directors to subscribe for ordinary shares have not changed since the year end.

Further details of the above share option scheme and long-term incentive plan can be found in note 21.

Directors’ share optionsThe Directors who held office at the reporting date had the following interests in the share option scheme:

Options held at 1 March

2011Options granted

in the period

Options held at 31 December

2011

Exercise price

(p)Exercisable

fromExpiry

date

P Welch 3,000,000 — 3,000,000 26.00 13/11/2011 13/11/2019

J Burgess 200,000 — 200,000 130.00 13/05/2010 13/05/2018

A Pouroulis 100,000 — 100,000 130.00 13/05/2010 13/05/2018

R Sinclair 100,000 — 100,000 130.00 13/05/2010 13/05/2018

H Ndume 250,000 — 250,000 130.00 13/05/2010 13/05/2018

G Canjar 250,000 — 250,000 115.00 01/06/2012 01/06/2020

P Loader 250,000 — 250,000 119.00 18/08/2012 18/08/2020

L Bottomley — 250,000 250,000 125.00 01/09/2013 01/09/2021

Total 4,150,000 250,000 4,400,000

By order of the Board

Adonis PouroulisChairman of the Remuneration Committee

20 Chariot Oil & Gas Limited Annual Report and Accounts 2011•

Corporate governance statement

The UK Corporate Governance CodeChariot Oil & Gas Limited’s shares are traded on AIM and as such, Chariot is not subject to the requirements of the UK Corporate Governance Code on corporate governance, nor is it required to disclose its specific policies in relation to corporate governance. The Directors, however, support high standards of corporate governance and will progressively adopt best practices in line with the UK Corporate Governance Code so far as is practicable. To this end, the Board of Directors operates within the framework described below.

Workings of the Board and its CommitteesThe Board of DirectorsThe Board meets frequently to consider all aspects of the Group’s activities. A formal schedule of matters reserved for the Board has been issued and approved and includes overall strategy and approval of major capital expenditure.

The Board consists of the Chairman, the Chief Executive Officer, Executive Directors and Non-Executive Directors. All Directors have access to the advice and services of the Company Secretary and the Group’s professional Advisers. Philip Loader, George Canjar and Larry Bottomley are independent Non-Executive Directors.

Remuneration CommitteeThe Remuneration Committee comprises Adonis Pouroulis (Chairman), George Canjar, Philip Loader and Robert Sinclair. Its terms of reference are discussed in the Directors’ Remuneration Report. The Remuneration Committee met twice during the period ended 31 December 2011.

Audit CommitteeThe Audit Committee comprises Robert Sinclair (Chairman), George Canjar, Philip Loader and Larry Bottomley. It meets at least twice each year and at any other time when it is appropriate to consider and discuss audit and accounting related issues. The Audit Committee is responsible for monitoring the quality of any internal controls and for ensuring that the financial performance of the Group is properly monitored, controlled and reported on. It also meets the Group’s external auditors and reviews reports from the external auditors relating to accounts and any internal control systems. The Audit Committee met twice during the period ended 31 December 2011.

Nomination CommitteeThe Nomination Committee comprises Adonis Pouroulis (Chairman), George Canjar, Philip Loader and Robert Sinclair. The Committee is responsible for reviewing the structure, size and composition of the Board, preparing a description of the role and capabilities required for a particular appointment and identifying and nominating candidates to fill Board positions as and when they arise. The Nomination Committee met once during the period ended 31 December 2011.

Relations with shareholdersCommunication with shareholders is given a high priority by the Board of Directors which takes responsibility for ensuring that a satisfactory dialogue takes place. Directors plan to meet with the Company’s institutional shareholders following the announcement of interim and final results and at other appropriate times. The Directors are also in regular contact with stockbrokers’ analysts. The Company has developed a website containing investor information to improve communication with individual investors and other interested parties.

Internal controlThe Directors acknowledge their responsibility for the Group’s system of internal controls and for reviewing its effectiveness. The system of internal control is designed to safeguard the Group’s assets and interests and to help ensure accurate reporting and compliance with applicable laws and regulation. Despite the inherent limitations in any system of internal control the Board considers that the Group’s existing systems operated effectively throughout the period.

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21Chariot Oil & Gas Limited Annual Report and Accounts 2011 •

Report of the Directors

The Directors present their report together with the audited financial statements for the period ended 31 December 2011.

Results and dividendsThe results for the period are set out on page 25.

The Directors do not recommend payment of a final dividend (February 2011: US$Nil).

Subsequent eventsEvents subsequent to the reporting date are disclosed in note 23.

Principal activityThe principal activity of the Group is that of oil and gas exploration.

Going concernThe Directors consider that the Group has adequate financial resources to enable it to continue in operation for the foreseeable future. For this reason they continue to adopt the going concern basis in preparing the financial statements.

Business review and principal risks and uncertaintiesA full review of the Group’s activities during the period, recent events, and expected future developments is contained within the Chairman’s Statement on pages 4 to 5. These pages also form part of this Directors’ Report.

The Group is subject to various risks including those that derive from the nature of its oil and gas exploration activities. The following list sets out the Group’s principal risks and uncertainties and also provides details as to how these are managed.

Funding and financing riskThe nature of the Group’s business of exploring in deep offshore regions means that there are significant costs associated with seismic and drilling campaigns. The Group manages this risk by a number of means. First the Group closely monitors its cash position and each month produces updated cash flow forecasts to help it determine whether it has sufficient financial resources to fund its short and medium-term operations. The Group also ensures that it always has adequate levels of cash on deposit with varying terms of maturity to match with when significant items of expenditure become due. In addition the Group is continually seeking to reduce its exposure to these large expensive projects by engaging with farm-in partners with a view to reducing its equity stakes in the licences in which it operates. To date, the Group has been successful in both managing its cash position and bringing large well-funded partners into its licences.

Exploration riskThere is no assurance that the Group’s exploration activities will be successful. Recognising this, the Group continually seeks to manage this risk by managing its funding and financing risk as described above and in particular by bringing farm-in partners who have demonstrable technical skills and experience in similar projects worldwide. The Group has so far been successful with this strategy by introducing to its licences strong industry partners such as BP, Petrobras and PGS. Furthermore the Group seeks to employ individuals with strong technical skills and experience in the areas in which it operates. This is evidenced by the fact that a number of the Group’s Board of Directors and Senior Technical Team have previously worked both offshore and onshore in Namibia and throughout West and North Africa.

Operating riskThe nature of oil and gas operations means that the Group is exposed to risks as a result of equipment failure, well blowouts, fire, pollution and bad weather. In order to mitigate these risks the Group ensures that it adopts best-in-class industry operating and safety standards, it has sufficient levels of industry specific insurance cover and it only works with fellow operators and world-class contractors who can demonstrate similar high standards of safety, operating and financial capability. This is being evidenced in the Group’s currently operated drilling activity, where well construction, management and design are being carried out on the Group’s behalf by Senergy, a company with significant deepwater drilling experience and excellent management processes and safety record. Senergy has successfully undertaken this role in over 70 wells to date including eight recent deepwater wells in both offshore Greenland and West Africa. Integrated drilling services are supplied by Schlumberger, one of the major service companies in the sector and the drilling rig, which is being contracted from and operated by Maersk, one of the foremost and most reliable contractors, is a recent sixth generation semi-submersible, which is extremely well suited for the drilling operation to be undertaken.

22 Chariot Oil & Gas Limited Annual Report and Accounts 2011•

Report of the Directors continued

Business review and principal risks and uncertainties continuedEnvironmental riskThe Group is extremely conscious of the environmental risks that are inherent in the oil and gas industry and in particular those that exist as a result of operating offshore. Given this, the Group has worked closely with the Namibian Government and Ministry of Mines and Energy Namibia to ensure that all relevant Environmental Impact Studies are undertaken in advance of any proposed seismic or other offshore operations that it has undertaken and that best-in-class industry environmental standards and practices are adopted by the Group in all of its operations. This is currently being demonstrated by the Group contracting with the UK-based company Oil Spill Response Limited (“OSR”), a recognised leader in this area. The Group is engaging OSR for readiness planning and potential execution concerning i) any potential pollution incident and ii) emergency response planning related to the Group’s upcoming drilling programme. Furthermore during seismic acquisition programmes the Company routinely deploys Marine Mammal Observers on vessels who are empowered to stop or modify the seismic programme it they deem necessary. Whilst the Group can never fully mitigate against the cost and implications of future changes in environmental legislation and regulation, its strong working relationship with the Namibian Government and Ministry of Mines and Energy places it in a strong position to be able to work through any potential significant changes that could arise in the future.

Exchange rate riskAlthough the Group’s functional currency is in United States Dollars and the significant proportion of its oil and gas expenditure is also in United States Dollars, it still has certain expenditure items that it is required to fund in Sterling and Namibian Dollars. In order to reduce its exchange risk on these non-United States Dollar expenditure items, the Group maintains sufficient levels of its cash resources in Sterling and Namibian Dollars to pay these expenses. In addition, upon receipt of the Sterling proceeds of its US$140 million placing and its US$47 million placing post period end, the Group immediately converted these proceeds in United States Dollars rather than holding significant amounts of Sterling for any period of time.

Key performance indicatorsThe Group has certain key performance indicators (“KPIs”) which seek to align its performance with the interests of its key stakeholders. These KPIs cover share price performance versus peers, management of cash resources and working capital, efficient growth of resource base, conversion of resources to reserves and maintaining high HSE standards.

Financial instruments Details of the use of financial instruments by the Group are contained in note 20 to the Financial Statements.

DirectorsThe Directors of the Company during the period were:

Paul Welch (Chief Executive Officer) James Burgess (Executive Director) Heindrich Ndume (Executive Director) Adonis Pouroulis (Chairman) Robert Sinclair (Non-Executive Director) George Canjar (Non-Executive Director) Philip Loader (Non-Executive Director) Larry Bottomley (Non-Executive Director) Appointed 1 September 2011.

Details of Directors’ interests in shares and share options are disclosed in the Remuneration Report on pages 18 to 19.

Significant shareholders Those shareholders that hold 3% or more of the issued share capital of Chariot Oil & Gas Limited are:

Westward Investments Limited 11.8%

Protech Namibia (Pty) Limited 11.0%

Baillie Gifford & Co 9.0%

Janus Capital Management 8.2%

MSD Capital 4.3%

Barclays Personal Investment Management 3.5%

Fidelity Investments 3.3%

Approximate percentage of ordinary shares not in public hands: 25%.

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23Chariot Oil & Gas Limited Annual Report and Accounts 2011 •

Directors’ responsibilitiesThe Directors are responsible for preparing the Directors’ Report and the financial statements for the Group in accordance with applicable Guernsey law and regulations.

Guernsey legislation requires the Directors to prepare financial statements for each financial year which give a true and fair view of the state of affairs of the Group and of the profit or loss of the Group for that year.

International Accounting Standard 1 requires that the financial statements present fairly for each financial year the Group’s financial position, financial performance and cash flows. This requires the faithful representation of the effects of transactions, other events and conditions in accordance with the definitions and recognition criteria for assets, liabilities, income and expenses set out in the International Accounting Standards Board’s “Framework for the preparation and presentation of financial statements”. In virtually all circumstances, a fair presentation will be achieved by compliance with all applicable International Financial Reporting Standards (“IFRS”). A fair presentation also requires the Directors to:

k consistently select and apply appropriate accounting policies;

k present information, including accounting policies, in a manner that provides relevant, reliable, comparable and understandable information;

k provide additional disclosures when compliance with the specific requirements in IFRS is insufficient to enable users to understand the impact of particular transactions, other events and conditions on the entity’s financial position and financial performance; and

k prepare the financial statements on a going concern basis unless, having assessed the ability of the Group to continue as a going concern, management either intends to liquidate the entity or to cease trading, or have no realistic alternative but to do so.

The Directors are responsible for keeping proper accounting records which disclose with reasonable accuracy at any time the financial position of the Group and to enable them to ensure that the financial statements comply with The Companies (Guernsey) Law 2008. They are also responsible for safeguarding the assets of the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the Group’s website. Legislation in Guernsey governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

AuditorsAll of the current Directors have taken all the steps they ought to have taken to make themselves aware of any information needed by the Company’s auditors for the purposes of their audit and to establish that the auditors are aware of that information. The Directors are not aware of any relevant audit information of which the auditors are unaware.

BDO LLP were appointed as auditors of the Group by the Directors. BDO LLP have expressed their willingness to continue in office and a resolution to reappoint them as auditors will be proposed at the next general meeting.

By order of the Board

Robert SinclairDirector 19 March 2012

24 Chariot Oil & Gas Limited Annual Report and Accounts 2011•

Independent auditors’ report to the members of Chariot Oil & Gas Limited

We have audited the financial statements of Chariot Oil & Gas Limited for the period ended 31 December 2011 which comprise the consolidated statement of comprehensive income, the consolidated statement of financial position, the consolidated statement of changes in equity, the consolidated statement of cash flows and the related notes. The financial reporting framework that has been applied in their preparation is in accordance with applicable law and IFRS as adopted by the European Union.

This report is made solely to the Company’s members, as a body, in accordance with Section 262 of the Companies (Guernsey) Law, 2008. Our audit work is undertaken so that we might state to the Company’s members those matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

Respective responsibilities of the Directors and auditorsAs explained more fully in the Directors’ Responsibilities Statement within the Directors’ Report, the Directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view.

Our responsibility is to audit and express an opinion on the financial statements in accordance with applicable law and International Standards on Auditing. Those standards require us to comply with the Auditing Practices Board’s (“APB’s”) Ethical Standards for Auditors.

Scope of the audit of the financial statements An audit involves obtaining evidence about the amounts and disclosures in the financial statements sufficient to give reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or error. This includes an assessment of: whether the accounting policies are appropriate to the Company’s circumstances and have been consistently applied and adequately disclosed; the reasonableness of significant accounting estimates made by the Directors; and the overall presentation of the financial statements. In addition, we read all the financial and non-financial information in the Directors’ Report to identify material inconsistencies with the audited financial statements. If we become aware of any apparent misstatements or inconsistencies we consider the implications for our report.

Opinion on the financial statements In our opinion the financial statements:

k give a true and fair view of the state of the Company’s affairs as at 31 December 2011 and of its loss for the period then ended;

k have been properly prepared in accordance with IFRS as adopted by the European Union; and

k have been properly prepared in accordance with the requirements of the Companies (Guernsey) Law, 2008.

Matters on which we are required to report by exception We have nothing to report in respect of the following matters where the Companies (Guernsey) Law, 2008 requires us to report to you if, in our opinion:

k proper accounting records have not been kept by the Company;

k the financial statements are not in agreement with the accounting records; or

k we have failed to obtain all the information and explanations, which, to the best of our knowledge and belief, are necessary for the purposes of our audit.

BDO LLP 55 Baker StreetLondonW1U 7EU19 March 2012

BDO LLP is a limited liability partnership registered in England and Wales (with registered number OC305127).

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25Chariot Oil & Gas Limited Annual Report and Accounts 2011 •

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Consolidated statement of comprehensive incomefor the period ended 31 December 2011

Note

Period ended 31 December

2011US$’000

Year ended 28 February

2011US$’000

Share based payments (2,382) (2,379)

Other administrative expenses (5,554) (4,982)

Total administrative expenses (7,936) (7,361)

Loss from operations 4 (7,936) (7,361)

Finance (costs)/income 7 (1,223) 67

Loss for the period/year before taxation (9,159) (7,294)

Taxation expense 9 — —

Loss for the period/year attributable to the equity holders of the parent (9,159) (7,294)

Other comprehensive income:

Total comprehensive income attributable to the equity holders of the parent (9,159) (7,294)

Loss per ordinary share attributable to the equity holders of the parent – basic and diluted 10 US$(0.05) US$(0.05)

All amounts relate to continuing activities.

The notes on pages 29 to 40 form part of these financial statements.

26 Chariot Oil & Gas Limited Annual Report and Accounts 2011•

Consolidated statement of changes in equityfor the period ended 31 December 2011

Share capital

US$’000

Share premiumUS$’000

Contribution equity

US$’000

Share based payments

reserveUS$’000

Foreign exchange

reserveUS$’000

Retained deficit

US$’000

Total attributable to equity holders

of the parentUS$’000

As at 28 February 2010 2,802 133,209 — 4,956 (1,241) (34,189) 105,537

Total comprehensive income for the year — — — — — (7,294) (7,294)

Issue of capital 55 2,151 — — — — 2,206

Share based payments — — 796 1,583 — — 2,379

Transfer of reserves due to lapsed warrants and options — — — (1,505) — 1,505 —

Transfer of reserves due to exercised warrants and options — — — (1,756) — 1,633 (123)

As at 28 February 2011 2,857 135,360 796 3,278 (1,241) (38,345) 102,705

Total comprehensive income for the period — — — — — (9,159) (9,159)

Issue of capital 595 146,410 — — — — 147,005

Issue costs — (6,262) — — — — (6,262)

Share based payments — — — 2,382 — — 2,382

Transfer of reserves due to issue of LTIPs 5 377 — (382) — — —

Transfer of reserves due to exercised options — — — (889) — 889 —

As at 31 December 2011 3,457 275,885 796 4,389 (1,241) (46,615) 236,671

The following describes the nature and purpose of each reserve within owners’ equity:

Share capital Amount subscribed for share capital at nominal value.

Share premium Amount subscribed for share capital in excess of nominal value.

Contribution equity Amount representing equity contributed by the shareholders.

Share based payments reserve Amount representing the cumulative charge recognised under IFRS 2 in respect of share options and LTIP schemes.

Foreign exchange reserve Foreign exchange differences arising on translating into the reporting currency.

Retained deficit Cumulative net gains and losses recognised in the financial statements.

The notes on pages 29 to 40 form part of these financial statements.

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27Chariot Oil & Gas Limited Annual Report and Accounts 2011 •

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Consolidated statement of financial positionat 31 December 2011

Note

31 December 2011

US$’000

28 February 2011

US$’000

Non-current assets

Exploration and appraisal costs 11 88,889 92,661

Property, plant and equipment 12 221 399

Total non-current assets 89,110 93,060

Current assets

Trade and other receivables 13 20,465 1,041

Inventory 14 4,678 —

Cash and cash equivalents 15 128,990 9,222

Total current assets 154,133 10,263

Total assets 243,243 103,323

Current liabilities

Trade and other payables 16 6,572 618

Total current liabilities 6,572 618

Total liabilities 6,572 618

Net assets 236,671 102,705

Capital and reserves attributable to equity holders of the parent

Share capital 17 3,457 2,857

Share premium account 275,885 135,360

Contributed equity 796 796

Share based payments reserve 4,389 3,278

Retained deficit (46,615) (38,345)

Foreign exchange reserve (1,241) (1,241)

Total equity 236,671 102,705

The financial statements were approved by the Board of Directors and authorised for issue on 19 March 2012.

Adonis PouroulisChairman

The notes on pages 29 to 40 form part of these financial statements.

28 Chariot Oil & Gas Limited Annual Report and Accounts 2011•

Consolidated cash flow statementfor the period ended 31 December 2011

Period ended 31 December

2011US$’000

Period ended 31 December

2011US$’000

Year ended 28 February

2011US$’000

Year ended 28 February

2011US$’000

Loss for the year before taxation (9,159) (7,294)

Finance income (886) (52)

Depreciation 171 61

Gain on sale of property plant and equipment (5) —

Foreign exchange differences 2,109 (15)

Share based payment expense 2,382 2,379

3,771 2,373

Net cash flow from operating activities before changes in working capital (5,388) (4,921)

Increase in trade and other receivables (720) (318)

Increase in trade and other payables 347 138

Increase in inventories (4,678) —

Net cash outflow from operating activities (10,439) (5,101)

Investing activities

Finance income 886 52

Payments in respect of property, plant and equipment (19) (148)

Payments in respect of intangible assets (9,324) (3,906)

Proceeds from disposal of property, plant and equipment 30 —

Cash outflow used in investing activities (8,427) (4,002)

Financing activities

Issue of ordinary share capital 147,005 2,084

Issue costs (6,262) —

Net cash flow from financing activities 140,743 2,084

Net increase/(decrease) in cash and cash equivalents in the period/year 121,877 (7,019)

Cash and cash equivalents at start of period/year 9,222 16,226

Effect of foreign exchange rate changes on cash and cash equivalents (2,109) 15

Cash and cash equivalents at end of period/year (note 15) 128,990 9,222

The notes on pages 29 to 40 form part of these financial statements.

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29Chariot Oil & Gas Limited Annual Report and Accounts 2011 •

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Notes forming part of the financial statementsfor the period ended 31 December 2011

1. General informationChariot Oil & Gas Limited is a company incorporated and domiciled in Guernsey with registration number 47532. The address of the registered office is PO Box 282, Regency Court, Glategny Esplanade, St Peter Port, Guernsey GY1 3RH. The Group’s administrative and head office is in Guernsey. The nature of the Company’s operations and its principal activities are set out in the Directors’ Report and in the Review of Operations.

The functional currency and presentational currency of the Group is US Dollars.

2. Accounting policiesBasis of preparationThe financial statements have been prepared in accordance with IFRS and IFRIC interpretations, as issued by the International Accounting Standards Board (“IASB”), as adopted by the European Union.

In accordance with the provisions of Section 244 of the Companies (Guernsey) Law, 2008, the Group has chosen to only report the Group’s consolidated position, hence separate Company-only financial statements are not presented.

The financial statements are prepared under the historical cost accounting convention on a going concern basis.

The Group changed its financial year end for administration purposes from 28 February to 31 December giving rise to a ten month period. As a result financial information for the income statement and cash flow movements are not directly comparable.

Going concern The Directors are of the opinion that the Group has adequate financial resources to enable it to undertake its planned programme of exploration and appraisal activities over the forthcoming 12 months.

New accounting standardsThe following new standards and amendments to standards are mandatory for the first time for the Group from 1 March 2011. Except as noted, the implementation of these standards is not expected to have a material effect on the Group. 

International Accounting Standards (“IAS/IFRS”) Effective date

IAS 24 Revised “Related Party Disclosures”

The structure of definition of a related party has been simplified and inconsistencies eliminated. Illustrative examples have also been added. The entities that are most likely to be affected are those that are part of a group that includes both subsidiaries and associates, and entities with shareholders that are involved with other entities.

1 January 2011

Improvements to IFRS (2010)

The improvements in this amendment clarify the requirements of IFRS and eliminate inconsistencies within and between standards. The improvements did not have any impact on the current or prior years’ financial statements.

1 January 2011

No other IFRS issued and adopted but not yet effective are expected to have an impact on the Group’s financial statements.

Standards, amendments and interpretations, which are effective for reporting periods beginning after the date of these financial statements and have not been adopted early are:

Standard Description Effective date

IFRS 7 Transfers of Financial Assets 1 July 2011

IFRS 1 Sever Hyperinflation and Removal of Fixed Dates for First-time Adopters (amendment) 1 July 2011

IAS 12 Deferred Tax: Recovery of Underlying Assets 1 January 2012

IAS 1 Presentation of Items of Other Comprehensive Income 1 July 2012

IFRS 9 Financial Instruments 1 January 2013

IFRS 10 Consolidated Financial Statements 1 January 2013

IFRS 11 Joint Arrangements 1 January 2013

IFRS 12 Disclosure of Interests in Other Entities 1 January 2013

IFRS 13 Fair Value Measurement 1 January 2013

IAS 27 Separate Financial Statements 1 January 2013

IAS 28 Investments in Associates and Joint Ventures 1 January 2013

IAS 19 Employee Benefits 1 January 2013

IFRS 7 Financial Instrument Disclosures 1 January 2013

IFRS 32 Financial Instrument Presentation 1 January 2014

The Group has not yet assessed the impact of IFRS 9.

The above revised standards, amendments and interpretations are not expected to materially affect the Group’s reporting or reported numbers.

30 Chariot Oil & Gas Limited Annual Report and Accounts 2011•

Notes forming part of the financial statements continuedfor the period ended 31 December 2011

2. Accounting policies continuedExploration and appraisal costsThe Group applies the full-cost method of accounting under which all expenditure relating to the acquisition, exploration, appraisal and development of oil and gas interests, including an appropriate share of directly attributable overheads, is capitalised within cost pools. The Board regularly reviews the carrying values of intangible assets and writes down capitalised expenditure to levels it considers to be recoverable based on economic modelling of the amounts. Costs pools are determined on the basis of geological principles. The Group currently has three cost pools in its offshore Namibian acreage, Northern, Central and Southern, which are based on three geologically distinct settings.

Where farm-in transactions occur that include elements of cash consideration for, amongst other things, the reimbursement of past costs, this cash consideration should be credited to the relevant accounts within the cost pools where the farm-in assets were located. Any amounts of farm-in cash consideration in excess of the value of the historic costs in the cost pools should be treated as a credit to the statement of comprehensive income.

InventoriesThe Group’s share of any material and equipment inventories is accounted for at the lower of cost and net realisable value. Net realisable value is the estimated selling price less the estimated costs of completion and the estimated costs necessary to make the sale. The cost of inventories comprises all costs of purchase, costs of conversion and other costs incurred in bringing the inventories to their present location and condition.

TaxationIncome tax expense represents the sum of the current tax and deferred tax charge for the period.

Deferred tax is recognised on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases and is accounted for using the balance sheet liability method. Deferred tax liabilities are recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised.

The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.

Deferred tax is calculated at the tax rates that have been enacted or substantially enacted and are expected to apply in the year when the liability is settled or the asset realised. Deferred tax is charged or credited to the income statement, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity.

Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when they relate to income taxes levied by the same taxation authority and the Group intends to settle its current tax assets and liabilities on a net basis.

Foreign currenciesTransactions entered into by Group entities in a currency other than the currency of the primary economic environment in which they operate (their “functional currency”) are recorded at the rates ruling when the transactions occur. Foreign currency monetary assets and liabilities are translated at the rates ruling at the reporting date. Exchange differences arising on the retranslation of unsettled monetary assets and liabilities are recognised immediately in the statement of comprehensive income, except for foreign currency borrowings qualifying as a hedge of a net investment in a foreign operation, in which case exchange differences are recognised in other comprehensive income and accumulated in the foreign exchange reserve.

When a gain or loss on a non-monetary item is recognised in other comprehensive income, any exchange component of that gain or loss shall also be recognised in other comprehensive income. Conversely, when a gain or loss on a non-monetary item is recognised in profit or loss, any exchange component of that gain or loss shall also be recognised in profit or loss.

Property, plant and equipment and depreciationProperty, plant and equipment are stated at cost or fair value on acquisition less depreciation and impairment. Depreciation is provided on a straight line basis at rates calculated to write off the cost less the estimated residual value of each asset over its expected useful economic life. The residual value is the estimated amount that would currently be obtained from disposal of the asset if the asset were already of the age and in the condition expected at the end of its useful life.

Property, plant and equipment are depreciated using the straight line method over their estimated useful lives over a range of 2.5 to five years.

The carrying value of property, plant and equipment is assessed annually and any impairment charge is charged to the statement of comprehensive income.

The Group capitalises the portion of depreciation that relates to tangible fixed assets used in oil exploration activities when capitalised; this depreciation is allocated to exploration and appraisal costs.

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31Chariot Oil & Gas Limited Annual Report and Accounts 2011 •

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2. Accounting policies continuedLeasesRent paid on operating leases is charged to the income statement on a straight line basis over the term of the lease.

Share based paymentsWhere equity settled share options are awarded to employees, the fair value of the options at the date of grant is charged to the income statement over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each balance sheet date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest. Market vesting conditions are factored into the fair value of the options granted. As long as all other vesting conditions are satisfied, a charge is made irrespective of whether the market vesting conditions are satisfied. The cumulative expense is not adjusted for failure to achieve a market vesting condition.

Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is also charged to the consolidated income statement over the remaining vesting period.

Where equity instruments are granted to persons other than employees, in exchange for goods and services supplied, the consolidated income statement is charged with the fair value of goods and services received. Where the equity instruments are granted for goods and services that are capital in nature, the fair value is charged to the intangible asset value.

Where shares already in existence have been given to employees by shareholders, the fair value of the shares transferred is charged to the consolidated statement of comprehensive income and recognised in reserves as contribution equity.

Basis of consolidationWhere the Company has the power, either directly or indirectly, to govern the financial and operating policies of another entity or business so as to obtain benefits from its activities, it is classified as a subsidiary. The consolidated financial statements present the results of the Company and its subsidiaries (the “Group”) as if they formed a single entity. Intercompany transactions and balances between the Group companies are therefore eliminated in full.

Financial instrumentsThe Group’s financial assets consist of a bank current account or short-term deposits at variable interest rates, loans and other receivables. Any interest earned is accrued and classified as finance income. Trade and other receivables are stated initially at fair value and subsequently at amortised cost.

The Group’s financial liabilities consist of trade and other payables. The trade and other payables are stated initially at fair value and subsequently at amortised cost. The Group has no derivative liabilities.

Jointly controlled operationsJointly controlled operations are those in which the Group has certain contractual agreements with other participants to engage in joint activities that do not create an entity carrying on a trade or business on its own. The Group includes its share of assets, liabilities and cash flows in joint arrangements, measured in accordance with the terms of each arrangement, which is usually pro rata to the Group’s interest in the jointly controlled operations. The Group conducts its exploration, development and production activities jointly with other companies in this way.

Critical accounting estimates and judgements The Group makes estimates and assumptions regarding the future. Estimates and judgements are continually evaluated based on historical experiences and other factors, including expectations of future events that are believed to be reasonable under the circumstances. In the future, actual experience may deviate from these estimates and assumptions. If these estimates and assumptions are significantly over or under stated, this could cause a material adjustment to the carrying amounts of assets and liabilities within the next financial year. The areas where this could impact the Group are:

i. Recoverability of intangible assetsUnder the full-cost based method of accounting, the Group capitalises exploration costs until it is capable of determining whether its exploration efforts were successful and, if they were successful, whether any impairment charges may be required to bring the net book values of assets in line with their economic values.

ii. Treatment of farm-in transactionsAll farm-in transactions are reflected in these financial statements in line with the accounting policy on exploration and appraisal costs. Farm-in transactions are recognised in the financial statements if they are legally complete during the period under review or if all key commercial terms are agreed and legal completion is only subject to administrative approvals which are obtained within the post balance sheet period or are expected to be obtained within a reasonable timeframe thereafter.

32 Chariot Oil & Gas Limited Annual Report and Accounts 2011•

Notes forming part of the financial statements continuedfor the period ended 31 December 2011

2. Accounting policies continuedCritical accounting estimates and judgements continuediii. Impairment reviewThe carrying amounts of the Group’s assets are reviewed at each reporting date in accordance with IAS 36 “Impairment of Assets” and, if there is any indication that an asset may be impaired, its recoverable amount is estimated. The recoverable amount is the higher of its net selling price and its value in use.

Estimates on impairment are limited to an assessment by the Directors of any events or changes in circumstance that would indicate that the carrying value of the asset may not be recoverable.

Any impairment loss arising from the review is charged to administrative expenses whenever the carrying amount of the asset exceeds its recoverable amount.

Share based paymentsDirectors’ best estimate of the valuations underlying the share based payments are based on assumptions made by them using updated models previously prepared by external consultants. See note 21 for further details of these assumptions.

3. Segmental analysis In the opinion of the Directors, the operations of the Group companies comprise one single class of business including oil and gas exploration. The Group operates in one geographic area, Namibia. The financial information presented reflects all the activities of this single business.

December 2011Exploration of

oil and gasUS$’000

UnallocatedUS$’000

TotalUS$’000

Administrative expenses (777) (7,159) (7,936)

Loss after taxation (777) (8,382) (9,159)

Non-current assets 89,004 107 89,110

Total assets 113,449 129,794 243,243

Total liabilities (5,105) (1,467) (6,572)

February 2011Exploration of

oil and gasUS$’000

UnallocatedUS$’000

TotalUS$’000

Administrative expenses (456) (6,890) (7,346)

Loss after taxation (448) (6,846) (7,294)

Non-current assets 92,903 157 93,060

Total assets 93,644 9,679 103,323

Total liabilities (109) (5,109) (618)

4. Loss from operations31 December

2011US$’000

28 February 2011

US$’000

Loss from operations is stated after charging/crediting:

Depreciation 171 61

Share based payments – share option scheme 755 913

Share based payments – long-term incentive scheme 1,627 670

Share based payments from a contributed equity — 796

Professional and consultancy fees 410 930

Auditors’ remuneration:

Fees payable to the Company’s auditors for the audit of the Company’s annual accounts 69 66

Audit of the Company’s subsidiaries pursuant to legislation 36 35

Total payable 105 101

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33Chariot Oil & Gas Limited Annual Report and Accounts 2011 •

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5. Lease commitments31 December

2011US$’000

28 February 2011

US$’000

Not later than one year 236 303

Later than one year and not later than five years — 202

Later than five years — —

Total 236 505

The leases are operating leases in relation to the offices in the UK and Namibia.

6. Employees31 December

2011US$’000

28 February 2011

US$’000

Key management personnel remuneration 1,426 1,493

Wages and salaries – staff costs 2,559 2,060

Amounts paid to third parties in respect of Directors’ services 137 225

Pension costs 117 91

Total employee costs before non-cash items 4,239 3,869

Share based payments expense (note 21) 2,382 2,379

Total employee costs 6,621 6,248

Key management personnel are considered to be Directors.

The above employment costs include the following amounts which have been capitalised to exploration costs:

k included in key management personnel remuneration is an amount of US$625,625 (28 February 2011: US$371,625);

k included in wages and salaries is an amount of US$1,055,561 (28 February 2011: US$876,130); and

k included in pension costs is an amount of US$37,164 (28 February 2011: US$22,983).

Total emoluments paid to key management personnel include remuneration and amounts paid to third parties in respect of Directors’ services. In the ten months to 31 December 2011 total emoluments paid to key management personnel amounted to US$1,563,000 (28 February 2011: US$1,718,000), of which US$10,000 related to long-term benefits (28 February 2011: US$12,000).

Within share based payments expense, the portion relating to key management personnel amounted to US$625,982 (28 February 2011: US$1,060,793). The 28 February 2011 balance also included US$435,000, which was the value attributable to the transfer of shares from Westward Investment Limited to a Director.

7. Finance income and expense31 December

2011US$’000

28 February 2011

US$’000

Bank interest receivable 886 52

Foreign exchange (loss)/gain (2,109) 15

Net finance (loss)/gain (1,223) 67

34 Chariot Oil & Gas Limited Annual Report and Accounts 2011•

Notes forming part of the financial statements continuedfor the period ended 31 December 2011

8. Investments The Company’s directly(1) and indirectly(2) held wholly owned subsidiary undertakings at 31 December 2011 and 28 February 2011 were:

Subsidiary undertaking Principal activityCountry of

incorporation

Enigma Oil & Gas Exploration (Pty) Limited(2) Oil and gas exploration Namibia

Chariot Oil & Gas Investments (Namibia) Limited(1) Holding company Guernsey

Chariot Oil & Gas Statistics Limited(1) Services company UK

Enigma Petroleo Y Gas N.V(2) Holding company Dutch Antilles

Enigma Oil & Gas Fourteen (Pty) Ltd(2) Holding company Namibia

Enigma Oil & Gas Fifteen (Pty) Ltd(2) Holding company Namibia

Enigma Oil & Gas Nineteen (Pty) Ltd(2) Holding company Namibia

Enigma Oil & Gas Beta (Pty) Ltd(2) Holding company Namibia

9. TaxationThe Company is tax resident in Guernsey, where corporate profits are taxed at 0%.

No taxation charge arises in Namibia as the Namibian subsidiary has recorded a taxable loss for the period.

Factors affecting the tax charge for the current periodThe reasons for the difference between the actual tax charge for the period and the standard rate of corporation tax in Guernsey applied to profits for the period are as follows:

31 December 2011

US$’000

28 February 2011

US$’000

Tax reconciliation

Loss on ordinary activities for the year before tax (9,159) (7,294)

Loss on ordinary activities at the standard rate of corporation tax in Guernsey of 0% (28 February 2011: 0%) — —

Difference in tax rates in local jurisdictions at the applicable tax rate of 35% (28 February 2011: 35%) (230) (217)

Deferred tax effect not recognised 230 217

Total taxation charge — —

The Company had tax losses carried forward on which no deferred tax asset is recognised. Deferred tax not recognised in respect of losses carried forward in Namibia total US$1,563,387 (28 February 2011: US$1,509,390). Deferred tax assets were not recognised as there is uncertainty regarding the timing of future profits against which these assets could be utilised.

Namibian taxation and royaltiesNormal taxationThe petroleum income tax is payable annually at a rate of 35% (28 February 2011: 35%) of the taxable income received by or accrued to any person from a licence area in connection with exploration, development or production operations in that area. Each licence area is assessed separately and losses in one cannot be set off against profits in another.

Additional profits tax (“APT”)In addition to the above petroleum income tax, APT will also be assessed annually. APT is determined on the basis of the rate of return on the project and will be levied on the project’s net cash receipt, i.e. the after tax net cash flow achieved above certain defined tiers of threshold rate of return on the project. APT is payable at the end of each tax year on each petroleum licence area and the first tier rate of APT is 25%.

10. Loss per shareThe calculation of basic loss per ordinary share is based on a loss of US$9,159,000 (28 February 2011: loss of US$7,294,000) and on 177,122,359 ordinary shares (28 February 2011: 144,330,066), being the weighted average number of ordinary shares in issue during the period. Potentially dilutive options are detailed in note 21; however, these do not have any dilutive impact as the Group reported a loss for the period. Consequently a separate diluted loss per share has not been presented.

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35Chariot Oil & Gas Limited Annual Report and Accounts 2011 •

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11. Exploration and appraisal costsCost and net book value

US$’000

At 28 February 2010 88,582

Additions 4,079

At 28 February 2011 92,661

Additions 15,376

Farm-in proceeds (19,148)

At 31 December 2011 88,889

As at 31 December 2011 the net book values of the three cost pools used by the Group are Northern: US$29.4 million (28 February 2011: US$25.6 million), Central: US$27.8 million (28 February 2011: US$18.6 million) and Southern: US$31.7 million (28 February 2011: US$48.5 million).

12. Property, plant and equipmentFixtures, fittings and equipment

31 December 2011

US$’000

28 February 2011

US$’000

Cost

At 1 March 2011 805 659

Additions for the period/year 19 148

Disposals for the period/year (87) (2)

At 28 February and 31 December 2011 737 805

Depreciation

At 1 March 2011 406 173

Charge for the period/year(1) 171 233

Disposals for the period/year (61) —

At 28 February and 31 December 2011 516 406

Net book value 221 399

(1) US$Nil (28 February 2011: US$173,000) of the depreciation charge relates to oil exploration activities and has been capitalised to exploration and appraisal costs during the year.

13. Trade and other receivables31 December

2011US$’000

28 February 2011

US$’000

Other receivables and prepayments 20,465 1,041

Maturity analysis of financial assets

Amounts due:

Under three months 20,197 629

Between three and six months — —

Over six months 95 100

20,292 729

The receivable balance is current and not overdue. US$19,148,000 of the other receivables and prepayments balance relates to back costs to be recovered from a farm-in partner, the significant majority of which has been received post the reporting period.

14. Inventory31 December

2011US$’000

28 February 2011

US$’000

Wellheads and casing for drilling campaign 4,678 —

36 Chariot Oil & Gas Limited Annual Report and Accounts 2011•

Notes forming part of the financial statements continuedfor the period ended 31 December 2011

15. Cash and cash equivalents31 December

2011US$’000

28 February 2011

US$’000

Analysis by currency

Sterling balance 27,072 955

Namibian Dollar balance 46 17

US Dollar balance 101,872 8,250

128,990 9,222

16. Trade and other payables31 December

2011US$’000

28 February 2011

US$’000

Trade payables 2,142 350

Accruals 4,430 268

6,572 618

Maturity analysis of financial liabilities

Amounts payable:

Under three months 6,572 618

6,572 618

Trade payables and accruals principally comprise amounts outstanding for drilling materials and services and other ongoing costs. The carrying value has been assessed as the fair value of the trade and other payables.

17. Share capitalAuthorised

31 December 2011

Number

31 December 2011

US$’000

28 February 2011

Number

28 February 2011

US$’000

Ordinary shares of 1p each(1) 400,000,000 7,980 400,000,000 7,980

Allotted, called up and fully paid

31 December 2011

Number

31 December 2011

US$’000

28 February 2011

Number

28 February 2011

US$’000

Ordinary shares of 1p each(1) 181,649,221 3,457 144,833,578 2,857

(1) The authorised and initially allotted and issued share capital on admission (19 May 2008) has been translated at the historic rate of GBP1=US$1.995. The shares issued since admission have been translated at the rates ruling on each transaction date.

Details of the ordinary shares issued during the period are given in the table below:

Date Description Price US$ Number of shares

28 February 2011 Opening balance 144,833,578

7 March 2011 Issue of shares as part of LTIP 0.56 227,142

1 April 2011 Issue of capital at £2.50 4.08 35,958,376

3 June 2011 Issue of shares as part of LTIP 1.70 85,000

8 August 2011 Issue of shares as part of LTIP 1.95 10,000

1 September 2011 Exercise of options at £0.385 0.63 500,000

29 November 2011 Issue of shares as part of LTIP 2.92 35,125

At 31 December 2011 181,649,221

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18. Capital commitmentsAt the reporting date the Group had capital commitments relating to the 3D seismic programme on the Central Blocks and the drilling campaign on the Northern Blocks of US$15.8 million (28 February 2011: US$Nil).

19. Related party transactions Details of Directors/key management personnel related party transactions are detailed below. The key management personnel are considered to be the Directors; see note 6 for details of their remuneration.

k Westward Investments Limited (“Westward”) is a company of which Robert Sinclair is a director and which is owned by a discretionary trust of which Adonis Pouroulis is one of a number of beneficiaries. During the ten months to 31 December 2011 Westward received administrative services from an employee of Chariot for which Westward incurred fees payable to Chariot of US$10,088 (28 February 2011: US$23,053). The amount outstanding as at 31 December 2011 is US$983 (28 February 2011: US$5,912).

k Benzu Resources Limited (“Benzu”) is a company of which Adonis Pouroulis is a director. During the ten months to 31 December 2011 Benzu received administrative services from the same employee of Chariot as detailed in the note above for which Benzu incurred fees payable to Chariot of US$10,088 (28 February 2011: US$Nil). The amount outstanding as at 31 December 2011 is US$983 (28 February 2011: US$Nil).

k During the year ended 28 February 2011, Westward transferred 291,667 of the shares it held in the Company to Chariot Oil & Gas employees, including Paul Welch (CEO). This transfer of shares is treated as a capital contribution in the books of the Company and was valued at US$796,000.

k Pursuant to an agreement dated 1 October, 2007, Artemis Trustees Limited, a company of which Robert Sinclair is a director and ultimately a shareholder, was appointed by the Company to provide administration secretarial services. In the ten month period to 31 December 2011 the Company incurred fees relating to these services totalling US$92,045 (28 February 2011: US$142,651). The amount outstanding as at 31 December 2011 is US$15,816 (28 February 2011: US$21,117).

k Pella Ventures Limited, a company of which Robert Sinclair is a director, provided administrative services to Chariot. During the ten months to 31 December 2011 the fees payable by the Company totalled US$159,965 (28 February 2011: US$Nil). There was no balance payable at the reporting date.

k During the ten months ended 31 December 2011, Helios Oil & Gas Limited, a company of which Adonis Pouroulis, Paul Welch and Larry Bottomley are directors, paid Chariot US$97,442 in relation to the reimbursement of costs incurred by Chariot on its behalf. As at 31 December 2011 a further US$1,188 of reimbursable costs were still outstanding to Chariot (28 February 2011: US$Nil).

k Chromex Mining PLC (“Chromex”), a company of which James Burgess and Robert Sinclair were directors, did not provide any services to the Group during the ten months to 31 December 2011. However, during the year ended 28 February 2011, Chromex provided services and facilities to the Group and received fees for this totalling US$10,496. In the same period Chariot also provided services and facilities to Chromex and the fees due from Chromex for these services and facilities totalled US$7,196. A receivable for this amount was due to the Group as at 28 February 2011. Chromex, however, has since been acquired and the new owners are disputing this outstanding balance. Given this, the Group has made full provision against this receivable.

k Fintragh Trading and Consulting Limited, a company of which Peter Kidney, a former Director of Chariot, was also a former director, provided professional services for the Group during the year ended 28 February 2011 and received fees totalling approximately US$94,408. No services were provided in the ten months to 31 December 2011.

k Petra Diamonds Limited, a company of which Adonis Pouroulis is a director, utilised office space and facilities during the year ended 28 February 2011 and paid the Company US$21,160. As at 28 February 2011 a debtor balance of US$6,532 was outstanding. Petra Diamonds moved office premises in March 2011 and thus no fees were received from the company for the ten months to 31 December 2011.

38 Chariot Oil & Gas Limited Annual Report and Accounts 2011•

Notes forming part of the financial statements continuedfor the period ended 31 December 2011

20. Financial instrumentsThe Board of Directors determines, as required, the degree to which it is appropriate to use financial instruments or other hedging contracts or techniques to mitigate risk. Throughout the period ended 31 December 2011 no trading in financial instruments was undertaken (28 February 2011: Nil). There is no material difference between the book value and fair value of the Group cash balances, short-term receivables and payables.

Market riskMarket risk arises from the Group’s use of interest bearing and foreign currency financial instruments. It is the risk that future cash flows of a financial instrument will fluctuate because of changes in interest rates (interest rate risk) and foreign exchange rates (currency risk). Throughout the period the Group has held surplus funds on deposit, principally with its main relationship bank, Barclays, on fixed short-term deposits covering periods of one week to six months. The Group does not undertake any form of speculation on long-term interest rates or currency movements; therefore it manages market risk by maintaining a short-term investment horizon and placing funds on deposit to optimise short-term yields where possible, but moreover to ensure that it always has sufficient cash resources to meet payables and other working capital requirements when necessary. As such market risk is not viewed as a significant risk to the Group. The Directors have not disclosed interest rate sensitivity analysis on the Group’s financial assets and liabilities at the year end as the risk is not deemed to be material.

Currency riskThe Group has very limited currency risk in respect of items denominated in foreign currencies. Currency risk comprises transactional exposure in respect of operating costs and capital expenditure incurred in currencies other than the functional currency of operations.

This transactional risk is managed by the Group holding the majority of its funds in US Dollars to recognise that US Dollars is the trading currency of the industry, with an appropriate balance maintained in Sterling and Namibian Dollars to meet other non-US Dollar industry costs and ongoing corporate and overhead commitments.

At the period end, the Group had cash balances of US$128.9 million (28 February 2011: US$9.2 million) as detailed in note 15.

Other than the non-US Dollar cash balances described in note 15, no other financial instrument is denominated in a currency other than US Dollars. A 10% adverse movement in exchange rates would lead to an increase in the foreign exchange loss of US$2,712,500 and a 10% favourable movement in exchange rates would lead to a corresponding reduction; the effect on net assets would be the same as the effect on profits (28 February 2011: US$29,440).

CapitalThe Company considers its capital to comprise its ordinary share capital, share premium and retained deficit as well as the share based payments reserve and the contributed capital reserve.

In managing its capital, the Group’s primary objective is to maintain a sufficient funding base to enable the Group to meet its working capital and strategic investment needs. The Group has met its work programme commitments and with the US$140 million fundraising completed during the period and the US$47 million fundraising completed post period end, the Group currently holds sufficient capital to meet its ongoing needs for at least the next 12 months.

Liquidity riskThe Group’s practice is to regularly review cash needs and to place excess funds on fixed-term deposits for periods not exceeding six months with institutions that are rated no lower than A by Standard and Poors. This process enables the Group to optimise the yield on its cash resources whilst ensuring that it always has sufficient liquidity to meet payables and other working capital requirements when these become due.

The Group has sufficient funds to continue operations for the forthcoming year and has no perceived liquidity risk.

Credit riskThe Group’s policy is to perform appropriate due diligence on any party with whom it intends to enter into a contractual arrangement. Where this involves credit risk, the Company will put in place measures that it has assessed as prudent to mitigate the risk of default by the other party. This would consist of instruments such as bank guarantees and letters of credit or charges over assets.

A Group company currently acts as operator in a joint venture relationship on one of the Group’s licences and therefore from time to time is owed money from its joint venture partner. The joint venture partner, which has a 10% interest in the licence, is one of the world’s largest and most financially robust seismic and geoscience companies. As such the Group has not put in place any particular credit risk measures in this instance as the Directors view the risk of default on any payments due from the joint venture partner as being very low.

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39Chariot Oil & Gas Limited Annual Report and Accounts 2011 •

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21. Share based paymentsShare option schemeDuring the period, the Company operated the Chariot Oil & Gas Share Option Plan (Share Option Scheme). The Company recognised total expenses (all of which related to equity settled share based payment transactions) under the plan of:

31 December 2011

US$’000

28 February 2011

US$’000

Share Option Scheme 755 913

The Share Option Scheme provides for an exercise price equal to the closing market price of the Company shares on the date of the grant. The options expire if they remain unexercised after the exercise period has lapsed. For options valued using the Black-Scholes model there are no market performance conditions or other vesting conditions attributed to the options.

The following table sets out details of all outstanding options granted under the Share Option Scheme:

31 December 2011

Number of options

28 February 2011

Number of options

Outstanding at beginning of period/year 5,720,000 5,540,000

Granted during the period/year 250,000 700,000

Forfeited during the period/year(1) — (100,000)

Exercised during the period/year (500,000) (420,000)

Outstanding at the end of the period/year 5,470,000 5,720,000

Exercisable at the end of the period/year 3,720,000 1,220,000

(1) These options relate to those that were forfeited by a Director who resigned during the year ended 28 February 2011.

The range of the exercise price of share options exercisable at the ten months to 31 December 2011 falls between US$0.38 (25p) and US$2.03 (129p), (28 February 2011: US$0.38 (25p) and US$1.98 (130p)).

The weighted average exercise share price at the date of exercise was US$0.82 (53p), using an exchange rate of GBP1=US$1.5541 (28 February 2011: US$1.90 (117p), using an exchange rate of GBP1=US$1.6265).

The estimated fair values of options that fall under IFRS 2, and the inputs used in the Black-Scholes model to calculate those fair values, are as follows:

Date of grantEstimated fair value

Share price

Exercise price

Expected volatility

Expected life

Risk free rate

Expected dividend

28 April 2008 £0.98 £1.21 £0.385 32% Ten years 4.94% 0%

27 March 2008 £0.62 £1.21 £1.30 32% Ten years 4.94% 0%

13 November 2009 £0.17 £0.26 £0.26 80% Five years 4.3% 0%

15 January 2010 £0.19 £0.28 £0.25 80% Five years 4.3% 0%

1 June 2010 £0.89 £1.29 £1.15 80% Five years 4.3% 0%

17 August 2010 £0.71 £1.09 £1.19 80% Five years 4.3% 0%

01 September 2011 £0.87 £1.29 £1.25 80% Five years 4.3% 0%

Expected volatility was determined by calculating the annualised standard deviation of the daily changes in the share price. The shares issued during the year have a vesting period of two years.

Long-term incentive scheme (“LTIP”)The plan provides for the awarding of shares to employees. The award will lapse if an employee leaves employment. The shares will vest in equal instalments over a three year period.

During the period 554,100 awards were granted to employees, none of whom were Directors of any Group company during the period. 357,267 shares were issued to employee for no consideration as part of the LTIP scheme.

The Group recognised a charge under the plan for the ten months to 31 December 2011 of US$1,627,000 (28 February 2011: US$670,000).

40 Chariot Oil & Gas Limited Annual Report and Accounts 2011•

Notes forming part of the financial statements continuedfor the period ended 31 December 2011

21. Share based payments continuedLong-term incentive scheme (“LTIP”) continuedThe following table sets out details of all outstanding share awards under the LTIP:

31 December 2011

Number of awards

28 February 2011

Number of awards

Outstanding at 1 March 2011 1,674,094 1,531,427

Granted during the period/year 554,100 426,000

Shares issued for no consideration during the period/year (357,267) (283,333)

Outstanding at the end of the period/year 1,870,927 1,674,094

Exercisable at the end of the period/year 433,333 227,142

Contribution equityThe contribution equity component of share based payments in the ten months to 31 December 2011 was US$Nil (28 February 2011: US$796,000).

WarrantsThere were no warrants outstanding at 31 December or 28 February 2011. The following table sets out the details of the movement during the year ended 28 February 2011 and period ended 31 December 2011:

31 December2011

Number of warrants

28 February 2011

Number of warrants

Outstanding at the beginning of the year — 5,610,055

Granted during the year — —

Lapsed during the year — (2,653,281)

Exercised during the year — (2,956,774)

Outstanding at the end of the year — —

22. Contingent liabilities There were no outstanding contingent liabilities as at 31 December 2011 and 28 February 2011.

23. Post balance sheet eventsOn 2 February 2012, the Group received full approval from the Ministry of Mines and Energy in Namibia for its farm-out agreement with BP in Block 2714A, which was announced on 8 August 2011. As part of the farm-out agreement, BP has committed to cover a proportion of Chariot’s share of the cost of drilling the first exploration well in this block as well as to reimburse Chariot for its past costs incurred. A significant majority of this past cost reimbursement has now been received.

The commercial effect of this transaction has been fully reflected in the financial statements as at 31 December 2011 in line with the Group’s accounting policies for i) significant accounting estimates and judgements and ii) treatment of farm-in transactions.

On 6 March 2012, the Group announced that it had signed a drilling rig contract with A.P. Moller Maersk A/S (“Maersk”) for a one well drilling slot using the Maersk Deliverer ultra deepwater semi-submersible rig offshore Namibia. It is currently anticipated that the rig will arrive on location at the end of March 2012 and that the drilling of the Tapir South prospect will commence shortly thereafter.

On 20 March 2012, the Group announced that it was raising a further US$48.7 million (before fees) of cash, by way of a placing of 18,110,400 ordinary shares of £0.01 at a price of £1.70 per share. This placing does not require shareholder approval at an Extraordinary General Meeting as it falls within the Directors’ authorisation limit approved by shareholders at the Company’s Annual General Meeting on 20 July 2011.

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Registered OfficePO Box 282Regency CourtGlategny EsplanadeSt Peter PortGuernseyGY1 3RHChannel Islands

Registration Number47532

Nominated Adviser and Joint BrokerRBC Europe LimitedThames CourtOne QueenhitheLondonEC4V 4DEUnited Kingdom

Joint BrokerUBS Investment Bank1 Finsbury AvenueLondonEC2M 2PPUnited Kingdom

BankersBarclays Bank Plc.PO Box 41Le Marchant House Le TruchotSt Peter PortGuernseyGY1 3BEChannel Islands

AuditorsBDO LLP55 Baker StreetLondonW1U 7EUUnited Kingdom

Financial Public Relations AdviserFTI ConsultingHolborn Gate26 Southampton BuildingsLondonWC2A 1PBUnited Kingdom

Legal Advisers As to British LawMemery Crystal LLP44 Southampton BuildingsLondonWC2A 1APUnited Kingdom

As to Namibian LawLorentz Angula Inc.Windhoek 3rd floorLA ChambersAusspann PlazaWindhoekNamibia

As to Guernsey LawBabbePO Box 6918-20 Smith St.St Peter PortGuernseyGY1 3ELChannel Islands

Company SecretaryInternational Administration Group (Guernsey) LimitedPO Box 282Regency CourtGlategny EsplanadeSt Peter PortGuernsey GY1 3RHChannel Islands

Registrars and Receiving AgentsCapita Registrars The Registry34 Beckenham RoadBeckenhamKentBR3 4TUUnited Kingdom

Advisers

Chariot Oil & Gas LimitedRegistered Office:PO Box 282Regency CourtGlategny EsplanadeSt Peter PortGuernseyGY1 3RHChannel Islands

www.chariotoilandgas.com