NODDING DONKEY PLC ("Nodding Donkey", the "Company" or the "Group") UNAUDITED FINANCIAL STATEMENTS FOR THE 12 MONTHS ENDED 30 APRIL 2014 CHAIRMAN'S STATEMENT I write at a time when Nodding Donkey is on the cusp of entering a new and exciting phase in its development. In the two years since the Company, through its 86.95% owned subsidiary, Equatorial Oil & Gas plc ("Equatorial"), took its first steps in Botswana, it has worked to position itself at the forefront for the development of shale gas and coal bed methane in the country through organic and acquisitive means. PROGRESS IN BOTSWANA FOR SHALE GAS DEVELOPMENT In July 2014 we announced that Equatorial had acquired 85% of Tamboran Botswana (Pty) Ltd ("Tamboran"), previously a wholly-owned subsidiary of Tamboran Resources Ltd. Tamboran is the holder of EL001/2012, a petroleum exploration licence prospective for shale gas deposits, covering approximately 56,000 square kilometres (c. 13.8 million acres) of the Gemsbok Basin in South-West Botswana. The consideration for the acquisition was satisfied through Equatorial taking on the current obligations of Tamboran's licence, EL001/2012, along with a cash payment of US$20,000, payable in two equal instalments, of which the first payment is due by 31 December 2014 and the second payment by 31 December 2015. In addition to being the holder of the EL001/2012 petroleum exploration licence, Tamboran has two other petroleum applications in Botswana, which are anticipated to come under its control in due course, and which are duly discussed herein. Equatorial has agreed to pay Tamboran Resources Ltd US$20,000 per new petroleum licence granted. Work undertaken by Tamboran, in conjunction with historic work by Botswana's Geological Survey, has confirmed the potential of the licence for shale gas. An historic borehole, drilled purely for stratigraphic purposes, confirmed the presence of friable black shales in the Bori formation of the Ecca, a group of sedimentary geological formations found in southern Africa. In addition, high total organic carbon ("TOC") values have been returned, confirming high levels of organic material, kerogen, within the rock. Typically, the higher the TOC value, the better the potential for hydrocarbon generation, for kerogen is the source material for all hydrocarbon resources. Overlying the dark grey and black shales within the Bori formation are sandstones, siltstone, coals and mudstones, providing an environment conducive to potentially host gas. Stratigraphic correlations can be drawn between the geology of South Africa's Karoo Basin, which is known to host substantial shale gas resources, and the geology of Botswana's Kalahari Karoo basin. To date there has been limited stratigraphic drilling to the depths of these early Permian basins in Botswana, but, what is known, lends support to the notion of the Gemsbok basin shales hosting natural gas. Contiguous to the south of the EL001/2012 licence held by the Group's Tamboran subsidiary is the licence application made by Equatorial, which is anticipated to be formerly granted in the near future, and which covers an area of over 29,000 square kilometres. This area covers the southern section of the Gemsbok Basin. In addition to holding the EL001/2012 petroleum exploration licence, Tamboran has two other petroleum exploration licence applications in Botswana, which are anticipated to come under its control in due course. The first such application is contiguous to the east of Tamboran's EL001/2012 licence, and is located within the Western Central Kalahari sub-basin, whilst the second application is located predominantly within the highly-prospective Northern Belt of the Central Kalahari sub-basin. The Central Kalahari sub-basin has seen a strong level of activity and interest for coal bed methane ("CBM"), with promising results being returned from companies drilling in this area. Typically the primary CBM targets have been the Kamotaka, Morupule, and Serowe Formations within the Ecca Group stratigraphy, which are within the Artinskian, Kunguarin, and Ufimian/Kazanian epochs of the mid-late Permian geologic period. This has seen drilling to target coal seam depths ranging from 300 - 700 metres. It is anticipated that shale gas reservoirs would lie beyond these depths within the Bori formation of the Asselian and Sakmarian epochs. To date there has been next to no drilling to these depths in Botswana, which is one of the key reasons for its potential to host shale gas reservoirs having been ignored. The presence of gas within the coal seams further supports the notion of the deeper shales also hosting gas. Of further geologic importance is that this application covers the entirety of the Mmashoro sub-basin, a structural low that has the requisite conditions for gas to be hosted within shales. The Mmashoro low is one of the deepest parts of the Kalahari Karoo basin, which is important, as burial depth is essential so as to enable categenesis, the conversion of kerogen to hydrocarbons, to occur. The Kalahari Karoo basin is predominantly a relatively shallow basin, and hence why the Mmashoro basin represents a high priority target within the overall Kalahari Karoo basin for hosting shale gas. COAL BED METHANE LICENCE APPLICATION IN BOTSWANA In addition to its portfolio of granted and pending licences for the exploration of shale gas in Botswana, Equatorial is also awaiting the granting of its application for coal bed methane exploration ("CBM"), a block which covers 588 square kilometres of the Western Central Kalahari Karoo Basin. Equatorial drilled a borehole on this block in 2013, when it was subject of a farm-in agreement, which was subsequently terminated by mutual consent. The assay results revealed excellent TOC values of between 13.32% and 65.74% from a coal horizon thickness of 7.88 metres, and values of between 1.92% and 49.06% from the second horizon of a 3.79 metre thickness, which confirmed the prospectivity of the licence for CBM. Geologically the licence is in the proximity of the Lephephe structural low, which is a sub-basin of the Kalahari Karoo basin. The Lephephe low, along with the Mmashoro low sub-basin, are the two high priority targets for hydrocarbons in Botswana, as the potential source rock of the Ecca is thicker than in other parts of the Kalahari Karoo basin, whilst the thick basalts provide for favourable thermal conditions to facilitate maturation, whilst also serving as a seal. Other companies exploring in the proximity of the CBM licence applied for have returned encouraging results, with both the depth of the coal seams and concentration of gas within the coal seams being favourable for commercial production. The next phase for Nodding Donkey is to secure the requisite funding to commence work on developing its hydrocarbon portfolio in Botswana. With such development we are cognisant of both social and environmental sensitivities, and will at all stages aim to protect the biodiversity of the surroundings. STRENGTHENING OF THE BOARD OF DIRECTORS In February we announced the appointment of Mr James Negaard as the Company's Independent Non-Executive Director. Mr Negaard has extensive global business and international marketing experience gained from his tenure at American Optical, a multi-national company with wide interests throughout the Middle East, South East Asia, Australia, and North Africa. He also has a knowledge and understanding of the ISDX market, having historically been a director of a constituent company on the exchange. We are cognisant that the Company would benefit through the board being strengthened further, and anticipate fulfilling such a corporate objective in the coming months. FINANCIALS The financial results for the twelve months to 30 April 2014 show a loss after taxation of £121,311 (2013: £193,841), which is attributable to ongoing administrative costs associated with the running of the Company, and to the development of the Group's interests in Botswana. If it becomes known to the Directors of the Company that the audit report is to be qualified or is modified in relation to going concern or otherwise, the terms of such qualification or modification will be announced immediately. These financial statements have not been audited or reviewed by the Company's auditors. OUTLOOK Nodding Donkey has made very meaningful progress toward building an enviable portfolio of hydrocarbon interests in Botswana. With southern Africa in the midst of an ongoing energy crisis, due to the demand for electricity exceeding supply, Nodding Donkey is poised to play a role in potentially alleviating the situation. Botswana represents a new frontier for hydrocarbon exploration and development, with the country's geology conducive to hosting both commercially exploitable coal bed methane reserves, and potentially more significant shale gas reserves. The portfolio of licences that the Group could soon have under its control will make it the largest holder of licences by area within Botswana. We look forward to announcing developments that will enable the Group to do justice to this position, and view the future with real confidence. Finally, I would like to give special thanks to my co-director and co-founder of Nodding Donkey, Noel Lyons, for his tireless efforts in working to ensure the success of this Company. Conrad Windham Chairman, 30 September 2014 The directors of the Company are responsible for the contents of this announcement. ENQUIRIES: Company Conrad Windham 020 3130 0674 Corporate Advisor Peterhouse Corporate Finance Limited Guy Miller / Mark Anwyl Telephone: 020 7220 9796 CONSOLIDATED PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED 30 APRIL 2014 2014 2013 £ £ TURNOVER (3,288) (48,995) Administrative expenses (120,414) (148,092) LOSS ON ORDINARY ACTIVITIES BEFORE TAXATION (123,702) (197,087) Tax on loss on ordinary activities - - LOSS ON ORDINARY ACTIVITIES AFTER TAXATION (123,702) (197,087) Minority interests 2,391 3,246 LOSS FOR THE FINANCIAL YEAR (121,311) (193,841) Loss per share 0.089 0.153 All amounts relate to continuing operations. CONSOLIDATED STATEMENT OF TOTAL RECOGNISED GAINS AND LOSSES FOR THE YEAR ENDED 30 APRIL 2014 2014 2013 £ £ LOSS FOR THE FINANCIAL YEAR (121,311) (193,841) Unrealised (deficit) / surplus on (1,395) (166,072) revaluation of current asset investments TOTAL RECOGNISED GAINS AND LOSSES RELATING (122,706) (359,913) TO THE YEAR CONSOLIDATED BALANCE SHEET AS AT 30 APRIL 2014 2014 2013 £ £ £ £ FIXED ASSETS Intangible assets 139,982 87,693 CURRENT ASSETS Debtors 31,224 32,519 Investments 749 94,714 Cash at bank 3,291 50,147 35,264 177,380 CREDITORS: amounts falling due (39,864) (24,594) within one year NET CURRENT (LIABILITIES)/ (4,600) 152,786 ASSETS NET ASSETS 135,382 240,479 CAPITAL AND RESERVES Called up share capital 344,764 342,264 Share premium account 309,072 291,572 Revaluation reserve 749 (143,535) Profit and loss account (521,066) (254,076) SHAREHOLDERS' FUNDS 133,519 236,225 MINORITY INTERESTS 1,863 4,254 135,382 240,479 COMPANY BALANCE SHEET AS AT 30 APRIL 2014 2014 2013 £ £ £ £ FIXED ASSETS Investments 12,501 12,501 CURRENT ASSETS Debtors 190,843 124,478 Investments 749 94,714 Cash at bank 3,272 50,128 194,864 269,320 CREDITORS: amounts falling due (36,264) (23,955) within one year NET CURRENT ASSETS 158,600 245,365 NET ASSETS 171,101 257,866 CAPITAL AND RESERVES Called up share capital 344,764 342,264 Share premium account 309,072 291,572 Revaluation reserve 749 (143,535) Profit and loss account (483,484) (232,435) SHAREHOLDERS' FUNDS 171,101 257,866 CONSOLIDATED CASH FLOW STATEMENT FOR THE YEAR ENDED 30 APRIL 2014 2014 2013 £ £ Net cash flow from operating activities (103,849) (154,574) Returns on investments and servicing of - 7,500 finance Capital expenditure and financial investment (52,289) (87,693) CASH OUTFLOW BEFORE MANAGEMENT OF LIQUID (156,138) (234,767) RESOURCES AND FINANCING Management of liquid resources 89,282 12,897 Financing 20,000 202,000 DECREASE IN CASH IN THE YEAR (46,856) (19,870) RECONCILIATION OF NET CASH FLOW TO MOVEMENT IN NET FUNDS/DEBT FOR THE YEAR ENDED 30 APRIL 2014 2014 2013 £ £ Decrease in cash in the year (46,856) (19,870) Cash outflow from increase in liquid (89,282) (12,897) resources CHANGE IN NET DEBT RESULTING FROM CASH FLOWS (136,138) (32,767) Other non-cash changes (4,683) (215,066) MOVEMENT IN NET DEBT IN THE YEAR (140,821) (247,833) Net funds at 1 May 2013 144,861 392,694 NET FUNDS AT 30 APRIL 2014 4,040 144,861