FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_____________
REPORT OF FOREIGN ISSUER
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
For the month of OCTOBER, 2003
OROMIN EXPLORATIONS LTD. (File #0-30614)
(Translation of registrant's name into English)
Suite 2000, 1055 West Hastings St., Vancouver, B.C. Canada, V6E 2E9
(Address of principal executive offices)
Attachments:
1.
Interim Financial Statements for the Period Ended August 31, 2003.
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F X Form 40-F __________
Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes No X
If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-________________
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf of the undersigned, thereunto duly authorized.
OROMIN EXPLORATIONS LTD.
(Registrant)
Date: November 3, 2003
By: “James G. Stewart”
James G. Stewart
Its: Secretary
(Title)
November 3, 2003
SECURITIES AND EXCHANGE COMMISSION
VIA EDGAR
Judiciary Plaza Office Building
450 Fifth Street, N.W.
Washington, D.C. 20549
Dear Sir or Madam:
RE:
Oromin Explorations Ltd. - (File #0-30614)
Form 6-K
On behalf of Oromin Explorations Ltd., a corporation under the laws of British Columbia, Canada, we enclose for filing, one (1) copy of Form 6-K, including exhibits.
If you have any questions, please contact the undersigned at your convenience.
Very truly yours,
OROMIN EXPLORATIONS LTD.
“James G. Stewart”
per:
James G. Stewart
Secretary
Enclosures
cc:
Standard & Poor's Corporation (w. 3 copies)
Thomas Rondeau, Attn: James L. Harris
British Columbia Securities Commission | QUARTERLY AND YEAR END REPORT BC FORM 51-901F (previously Form 61) | ||||||
INCORPORATED AS PART: | X | Schedule A | |||||
X | Schedule B and C | ||||||
ISSUER DETAILS | |||||||
Name of Issuer | For Quarter Ended | Date of Report YY/MM/DD | |||||
Oromin Explorations Ltd. | August 31, 2003 | 2003/10/29 | |||||
Issuer’s Address | Issuer’s Fax No. | Issuer’s Telephone No. | |||||
2000 – 1055 West Hastings Street Vancouver, B.C. V6E 2E9 | (604) 331-8773 | (604) 331-8772 | |||||
Contact Person James G. Stewart | Contact’s Position Secretary | Contact’s Telephone No. (604) 331-8772 | |||||
Contact Email Address Jstewart@mine-tech.com | Web Site Address www.oromin.com | ||||||
CERTIFICATE | |||||||
The three schedules required to complete this Report are attached and the disclosures contained herein has been approved by the Board of Directors. A copy of this Report will be provided to any shareholder who requests it. | |||||||
Director’s Signature “Chet Idziszek” | Print Full Name Chet Idziszek | Date Signed YY/MM/DD 2003/10/29 | |||||
Director’s Signature “James G. Stewart” | Print Full Name James G. Stewart | Date Signed YY/MM/DD 2003/10/29 |
OROMIN EXPLORATIONS LTD.
FINANCIAL STATEMENTS
Six months ended August 31, 2003
(Unaudited – Prepared by Management)
Oromin Explorations Ltd.
(An exploration stage company)
Balance Sheets as at
(Unaudited – Prepared by Management)
August 31, 2003 | February 28, 2003 | |
ASSETS | ||
Current: | ||
Cash and cash equivalents | $ 254,301 | $ 100,851 |
Accounts receivable | 5,622 | 7,556 |
Prepaid expenses | 4,872 | 20,300 |
264,795 | 128,707 | |
Capital assets | 6,342 | 7,390 |
Resource properties | 2,219,044 | 2,146,303 |
Performance bond – restricted cash | 150,976 | 162,094 |
$ 2,641,157 | $ 2,444,494 | |
LIABILITIES & SHAREHOLDERS’ EQUITY | ||
Current | ||
Accounts payable and accrued liabilities | $ 312,482 | $ 232,127 |
Shareholders’ Equity: | ||
Capital stock | 10,890,280 | 10,665,871 |
Options | 8,276 | 8,276 |
Warrants | 3,774 | 3,774 |
Deficit | (8,573,655) | (8,465,554) |
2,328,675 | 2,212,367 | |
$ 2,641,157 | $ 2,444,494 |
Approved by the Board
“Chet Idziszek”
Director
“James G. Stewart”
Director
Oromin Explorations Ltd.
(An exploration stage company)
Statements of Loss and Deficit
For the periods ended August 31
(Unaudited – Prepared by Management)
Three Months Ended August 31, 2003 | Three Months Ended August 31, 2002 | Six Months Ended August 31, 2003 | Six Months Ended August 31, 2002 | |
EXPENSES | ||||
Bank charges and interest | $ 89 | $ 5 | $ 140 | $ 121 |
Depreciation | 524 | 737 | 1,048 | 1,475 |
Filing fees | 4,420 | 3,225 | 6,626 | 5,725 |
Office and rent | 7,792 | 16,384 | 22,748 | 31,958 |
Professional fees | 9,893 | 32,562 | 19,571 | 35,779 |
Shareholder information | 5,666 | 3,331 | 6,344 | 5,285 |
Transfer agent’s fees | 4,467 | 3,356 | 5,894 | 7,776 |
Travel and public relations | 568 | 2,428 | 5,758 | 3,587 |
Wages | 4,890 | - | 9,780 | - |
38,309 | 62,028 | 77,909 | 91,706 | |
OTHER INCOME (EXPENSE) | ||||
Interest earned | 1,400 | 1,621 | 2,544 | 2,667 |
Foreign exchange gain (loss) | (19,827) | 5,292 | (32,736) | (9,942) |
Gain on sale of marketable securities | - | - | - | 6,395 |
(18,427) | 6,913 | (30,192) | (880) | |
Loss for the period | (56,736) | (55,115) | (108,101) | (92,586) |
Deficit - Beginning of period | (8,516,919) | (8,309,899) | (8,465,554) | (8,272,428) |
Deficit - End of period | $ (8,573,655) | $ (8,365,014) | $ (8,573,655) | $ (8,365,014) |
Net loss per share | $ (0.00) | $ (0.00) | $ (0.01) | $ (0.01) |
Oromin Explorations Ltd.
(An exploration stage company)
Statements of Cash Flows
For the periods ended August 31
(Unaudited – Prepared by Management)
Three Months Ended August 31, 2003 | Three Months Ended August 31, 2002 | Six Months Ended August 31, 2003 | Six Months Ended August 31, 2002 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||||
Loss for the period | $ (56,736) | $ (55,115) | $ (108,101) | $ (92,586) |
Items not affecting cash | ||||
Depreciation | 524 | 737 | 1,048 | 1,475 |
Foreign exchange loss | (1,559) | - | 11,118 | 30,100 |
Gain on sale of marketable securities | - | - | - | (6,395) |
Changes in non-cash working capital items: | ||||
Prepaid expenses | - | 15,429 | 15,428 | 25,715 |
Accounts receivable | 2,720 | 1,088 | 1,934 | 7,449 |
Accounts payable and accrued liabilities | 26,471 | (5,042) | 28,619 | (20,689) |
(28,580) | (42,903) | (49,954) | (54,931) | |
CASH FLOWS FROM FINANCING ACTIVITIES | ||||
Capital stock issued for cash | - | 245,740 | 224,409 | 245,740 |
Share subscription received | - | (95,740) | - | - |
Repayment of related party loan | - | - | - | (2,276,680) |
- | 150,000 | 224,409 | (2,030,940) | |
CASH FLOWS FROM INVESTING ACTIVITIES | ||||
Expenditures on resource properties | 8,314 | (40,494) | (21,005) | (68,737) |
Proceeds from sale of marketable securities | - | - | - | 9,395 |
8,314 | (40,494) | (21,005) | (59,342) | |
(Decrease) increase in cash and cash equivalents | (20,266) | 66,603 | 153,450 | (2,145,213) |
Cash and cash equivalents - Beginning of period | 274,567 | 382,440 | 100,851 | 2,594,256 |
Cash and cash equivalents - End of period | $ 254,301 | $ 449,043 | $ 254,301 | $ 449,043 |
Oromin Explorations Ltd.
Notes to Interim Financial Statements
Six months ended August 31, 2003
(Unaudited – Prepared by Management)
1.
Interim Unaudited Financial Statements
These interim financial statements do not contain all the information required for annual financial statements and should be read in conjunction with the financial statements for the year ended February 28, 2003.
2.
Significant Accounting Policies
These interim consolidated financial statements follow the same accounting policies and methods of their application as the most recent annual financial statements of the Company.
3.
Resource Properties
| Argentina | |
Balance, February 28, 2003 | $ 2,146,303 | |
Exploration expenditures: | ||
Consulting | 67,681 | |
Legal | 5,060 | |
Balance, August 31, 2003 | $ 2,219,044 |
4.
Capital Stock
Authorized – 100,000,000 common shares without par value
Issued and outstanding
Number of Shares | Amount | ||
Balance, February 28, 2003 | 18,149,854 | $ 10,665,871 | |
Private placement | 2,045,454 | 224,409 | |
Balance, August 31, 2003 | 20,195,308 | $ 10,890,280 |
On April 1, 2003, the Company closed a non-brokered private placement of 2,045,454 units at $0.11 per unit to generate proceeds of $224,409 net of issuance costs of $591. Each unit comprised one common share of the Company and one non-transferable share purchase warrant entitling the purchase of one additional common share of the Company at a price of $0.18 per share until August 1, 2005. The shares issued on this private placement and any shares issued on the exercise of the warrants were subject to a hold period which expired on August 1, 2003.
5.
Related Party Transactions
a)
During the six months ended August 31, 2003, the Company incurred professional fees of $20,560 (2002 – $27,839) with companies related by directors in common.
b)
The Company had an arrangement whereby it rented office space from Companies with common directors. The Company paid $15,429 in rental payments under this arrangement which expired May 31, 2003.
c)
As at August 31, 2003, accounts payable includes $171,759 due to related parties.
6.
Segmented Information
The Company considers its business to consist of one reportable business segment being the exploration of oil and gas properties. As at August 31, 2003, all capital assets were held in Canada and resource properties in Argentina.
OROMIN EXPLORATIONS LTD.
SCHEDULE B
SUPPLEMENTARY INFORMATION
Oromin Explorations Ltd.
As at August 31, 2003
(Unaudited, prepared by Management)
SUPPLEMENTARY INFORMATION
1.
(a) Breakdown of Deferred Costs:
See Note 3 incorporated into Schedule A – Notes to Financial Statements
(b) Breakdown of Professional Fees:
Audit & accounting | $ 9,893 | |
Legal – General & Corporate | 3,252 | |
Legal – BVI subsidiaries | 6,426 | |
$ 19,571 |
(c) Breakdown of Office and Rent:
Office | $ 196 | |
Rent | 23,071 | |
Subscriptions & Dues | (519) | |
$ 22,748 |
(d) Breakdown of Travel and Public Relations:
Expenses | $ 568 | |
Internet | 2,220 | |
Travel | 2,970 | |
$ 5,758 |
2.
Expenditures made to non-arm's length parties:
See Note 5 incorporated into Schedule A – Notes to Financial Statements.
3.
(a)
Securities issued during the period:
See Note 4 incorporated into Schedule A – Notes to Financial Statements.
(b) Options granted during the period:
No options were granted during the six months ended August 31, 2003.
4.
(a)
Authorized and issued share capital at August 31, 2003:
Class | Par Value | Authorized | Issued Number | Issued Amount |
Common | N.P.V | 100,000,000 | 20,195,308 | $10,890,280 |
(b) Summary of options and warrants outstanding at August 31, 2003:
Security | Number or Amount | Exercise or Convertible Price | Expiry Date |
Options | 145,000 | $0.20 | June 1, 2004 |
Options | 483,000 | $0.20 | September 28, 2005 |
Options | 270,000 | $0.20 | July 4, 2006 |
Options | 165,000 | $0.24 | May 12, 2005 |
Options | 191,749 | $0.34 | February 8, 2006 |
Warrants | 2,500,000 | $0.12 | June 3, 2004 |
Warrants | 2,045,454 | $0.18 | April 1, 2005 |
(c) Shares in escrow or subject of pooling restrictions as at August 31, 2003:
Number of Shares | |
Escrow | 74,998 |
5.
List of Directors and Officers as at October 29, 2003:
Name | Position |
Derek Bartlett | Director |
Jeffery Cocks | Director |
Norman Haimila | Director |
Chet Idziszek | Director and President |
James G. Stewart | Director and Secretary |
Douglas Turnbull | Director |
OROMIN EXPLORATIONS LTD.
SCHEDULE C
MANAGEMENT DISCUSSIONS
OROMIN EXPLORATIONS LTD.
(the “Company”)
MANAGEMENT DISCUSSION FOR
THE THREE AND SIX MONTHS ENDED AUGUST 31, 2003
The Company carries out exploration and development of natural resource properties with the objective of locating and developing resources which can be commercially exploited. During the three month period ended August 31, 2003, the Company has been working to obtain financing to begin exploration of the Santa Rosa Property in the Province of Mendoza, Republic of Argentina.
OPERATIONS AND FINANCIAL CONDITION
At August 31, 2003, the Company had total assets of $2,641,157 as compared with $2,444,494 at February 28, 2003. This increase is primarily attributable to the sale of share capital. The Company’s working capital deficiency at August 31, 2003 decreased to $47,687 from a working capital deficiency of $103,420 at February 28, 2003 as a result of the sale of share capital by the Company. The Company’s largest cash outflow in the three and six month periods ended August 31, 2003 were as a result of general and administrative expenses of $38,309 and $77,909, respectively. During the three and six month periods ended August 31, 2002, the Company’s largest cash outflow resulted from investments in resource properties of $62,028 and $91,706, respectively.
During the three and six month periods ended August 31, 2003, the Company recorded interest income of $1,400 and $2,544, respectively. During the three and six month periods ended August 31, 2003, the Company recorded a foreign exchange loss of $19,827 and $32,736, respectively. During the three and six month periods ended August 31, 2002, the Company recorded interest income of $1,621 and $2,667, respectively. During the three month period ended August 31, 2002, the Company recorded a foreign exchange gain of $5,292. During the six month period ended August 31, 2002, the Company recorded a foreign exchange loss of $9,942 and a gain on the sale of marketable securities of $6,395.
Expenses for the three month period ended August 31, 2003 were $38,309, down from $62,028 for the three month period ended August 31, 2002 due principally to decreased professional fees as a result of reduced exploration activity and decreased office costs and rent as a result of a reduction in office space. Professional fees for the three month period ended August 31, 2003 decreased to $9,893 from $32,562 for the three month period ended August 31, 2002. Office costs and rent for the three month period ended August 31, 2003 decreased to $7,792 from $16,384 for the three month period ended August 31, 2002. During the three month period ended August 31, 2003, the Company paid a total of $7,582 to parties not at arm’s length to the Company. These payments were comprised of professional fees paid to companies related by directors in common. The net loss for the three month period ended August 31 , 2003 was $56,736 or $0.00 per share as compared with a net loss for the three month period ended August 31, 2002 of $55,115 or $0.00 per share.
Expenses for the six month period ended August 31, 2003 were $77,909, down from $91,706 for the six month period ended August 31, 2002 due principally to decreased professional fees as a result of reduced exploration activity and decreased office costs and rent as a result of a reduction in office space. Professional fees for the six month period ended August 31, 2003 decreased to $19,571 from $35,779 for the six month period ended August 31, 2002. Office costs and rent for the six month period ended August 31, 2003 decreased to $22,748 from $31,958 for the six month period ended August 31, 2002. During the six month period ended August 31, 2003, the Company paid a total of $35,989 to parties not at arm’s length to the Company. These payments were comprised of professional fees of $20,560 paid to companies related by directors in common and office costs incurred on behalf of companies with di rectors in common totalling $15,429 pursuant to cost sharing arrangements with such companies. The net loss for the six month period ended August 31, 2003 was $108,101 or $0.01 per share as compared with a net loss for the six month period ended August 31, 2002 of $92,586 or $0.01 per share.
CAPITAL STOCK
During the three month period ended August 31, 2003, the Company did not issue any securities. During the six month period ended August 31, 2003, the Company carried out a private placement of 2,045,454 units at $0.11 per unit to generate proceeds of $224,409, each unit comprised of one common share and one non-transferable share purchase warrant entitling the purchase of one additional common share of the Company at a price of $0.18 per share until April 1, 2005.
During the three and six month periods ended August 31, 2002, the Company issued 2,500,000 units at $0.10 per unit to generate proceeds of $250,000, each unit comprised of one common share and one non-transferable two-year share purchase warrant entitling the purchase of one additional common share of the Company at a price of $0.10 per share until June 3, 2003 and thereafter at a price of $0.12 until June 3, 2004.
LIQUIDITY AND CAPITAL RESOURCES
In management's view, given the nature of the Company's activities, which consist of the acquisition, exploration, exploration management and sale of resource properties, the most meaningful and material financial information concerning the Company relates to its current liquidity and capital resources. The Company does not currently own or have an interest in any producing resource properties and has not derived any revenues from the sale of resource products in the last three financial years. The Company's sole property, the Santa Rosa Property, is located in Argentina, and as a result the Company's operations on the property may be subject to additional risks.
The Company's exploration activities have been funded through sales of common shares, and the Company expects that it will continue to be able to utilize this source of financing until it develops cash flow from its operations. There can be no assurance, however, that the Company will be able to obtain required financing in the future on acceptable terms, or at all. In the near term, the Company plans to continue its exploration activities on its currently held property. Based on its existing working capital, the Company requires additional financing for its currently held property during the upcoming fiscal year. Accordingly, there is substantial doubt about its ability to continue as a going concern. The Company had no material commitments for capital expenditures at the end of its most recent fiscal year, but intends, subject to raising the necessary financing (which it is currently seeki ng) to incur additional exploration expenditures on its Santa Rosa Property during the fiscal year ending February 28, 2004. In June 2002, the Company, through its wholly-owned subsidiary Cynthia Holdings Limited (“Cynthia”), agreed to sell an effective 50% interest in its Santa Rosa Property. Cynthia has yet to receive any funds pursuant to this transaction.
Management reviews annually the carrying value of the Company’s interest in each resource property and where necessary, properties are written down to the estimated recoverable amount determined on a non-discounted basis after giving effect to any property option agreements and cost recovery agreements. Costs relating to properties abandoned are written off when the decision to abandon is made.
While the Company has been successful in raising the necessary funds to finance its exploration activities to date, there can be no assurance that it will be able to continue to do so. If such funds are not available or cannot be obtained or are insufficient to cover the costs of the Company's exploration activities, the Company will be forced to curtail its exploration activities to a level for which funding is available or can be obtained. Accordingly, there is substantial doubt about its ability to continue as a going concern.
Other than as discussed herein, the Company is not aware of any trends, demands, commitments, events or uncertainties that may result in the Company's liquidity either materially increasing or decreasing at present or in the foreseeable future. Material increases or decreases in the Company's liquidity will be substantially determined by the success or failure of exploration on the Santa Rosa Property.