11 June 2024
Chariot Limited
("Chariot" or the "Company")
2023 Final
Results
Chariot (AIM: CHAR), the Africa
focused transitional energy company, today announces its audited
final results for the year ended 31 December 2023.
Adonis Pouroulis, CEO commented:
"Since our last set of results we have progressed all of the
assets that sit within our natural gas, renewables and green
hydrogen pillars and, importantly, we have further de-risked each
division of the business. In Morocco, we secured a highly
experienced partner for our offshore Anchois gas project, secured
new acreage and successfully drilled in the contiguous Loukos
Onshore licence. We have materially increased our exposure to
renewable energy generation and electricity trading in South
Africa, furthered our financing and development plans for our power
business and advanced our green hydrogen projects in both
Mauritania and Morocco.
We
are excited about the ongoing activities and catalysts ahead of us
with our forward plans for Loukos, drilling at Anchois in August
and moving into the next phases of evolution for Power and
Hydrogen. Going forward, we are focused on generating near-term
cashflows from our gas business with our overriding ambition to
return capital to shareholders from these revenues. While we will
continue to pursue new opportunities, we see great scale and value
across our current asset base and are fully focused on delivery
throughout 2024 and beyond."
Key
Highlights throughout 2023 and post period:
Transitional
Gas
Offshore
Morocco:
· Completion of Front End Engineering and Design ("FEED") for
the Anchois gas development project ("Anchois") in the Lixus
licence offshore Morocco
· Partnership agreed with Vivo Energy to develop a gas to
industry market in Morocco
· Environmental Impact Assessment approval received for Anchois
development
· Partnership agreements signed and completed with Energean plc
("Energean") on the Lixus and Rissana licences offshore
Morocco
o Focused on expansion and delivery of Anchois
o Formal approvals duly received from the Moroccan
authorities
o Rig
contract signed with Stena Drilling for Stena Forth drill
ship
o Appraisal and development well to be drilled in Q3 2024 with
option for an additional well
Onshore
Morocco:
· Award
of new licence Loukos Onshore ("Loukos") in July 2023
· Environmental Impact Assessment approval received for drilling
on Loukos and construction activities and permitting conducted
within 10 months of licence award
· Initial drilling campaign commenced and successfully completed
in May 2024 safely, efficiently, on time and on budget
o The
RZK-1 well drilled on the Gaufrette prospect confirmed good quality
reservoir and multiple gas shows, though was sub
economic
o Gas
discovery confirmed from drilling the OBA-1 well at the Dartois
prospect - gross interval approximately 70m of primary interest
identified
o OBA-1 well has been cased and cemented with a Christmas tree
installed for rigless flow testing and potential use as a future
producer
Transitional
Power
· Strategic Review underway to secure financing and enable
ongoing growth and development of the portfolio
Power to Mining projects:
· Operational Essakane 15MW solar project at IAMGOLD's gold mine
in which Chariot has a 10% share in Burkina Faso, continues to
perform well
· Progressing development of three key renewable projects in
Africa:
o Tharisa - 40MW solar project in South Africa
o Karo
- 30MW solar project in Zimbabwe
o First Quantum Minerals - 430MW solar and wind projects in
Zambia
Electricity Trading:
· Increased stake in South African Electricity Trading joint
venture Etana Energy (Pty) Limited to 49%
o Enables Chariot's participation in large renewable generation
projects - 400MW of gross wind generation capacity
identified
o Focused on securing multiple electricity offtake agreements
with a range of consumers - supply deals signed up with Growthpoint
Properties and Autocast with others under negotiation
o Renewable energy wheeled for the first time through Cape
Town's grid
Water:
· Successfully commissioned the proof of concept water project
in Djibouti in June 2023
· Evaluating other opportunities within Africa
Green
Hydrogen
· Feasibility study completed on Project Nour in Mauritania
alongside partner TEH2 (80% owned by TotalEnergies and 20% owned by
the EREN Group)
o Confirms world class scale, outlines first phase pathway for
domestic and export development
· Partnership agreements extended with UM6P and Oort Energy on
proof of concept projects in Morocco
· Other
green hydrogen projects under evaluation and development
Corporate
· Placing and oversubscribed open offer successfully raised
US$19.1 million in June 2023
· Cash
position as at 31 December 2023 $6.0 million
· US$10
million received on completion of Energean deal in April
2024
· No
debt and minimal work commitments
This announcement contains inside
information for the purposes of Article 7 of EU Regulation
596/2014, as retained in the UK pursuant to S3 of the European
Union (Withdrawal) Act 2018.
Enquiries
Chariot Limited
Adonis Pouroulis, CEO
Julian Maurice-Williams,
CFO
|
+44 (0)20 7318 0450
|
Cavendish Capital Markets Limited (Nomad and Joint Broker)
Derrick Lee, Adam Rae
|
+44 (0)131 220 9778
|
Stifel Nicolaus Europe Limited (Joint Broker)
Callum Stewart, Ashton
Clanfield
|
+44 (0) 20 7710 7760
|
Celicourt Communications (Financial PR)
Mark Antelme, Jimmy Lea
|
+44 (0)20 7770 6424
|
NOTES FOR EDITORS:
About Chariot
Chariot is an Africa focused
transitional energy group with three business streams, Transitional
Gas, Transitional Power and Green Hydrogen.
Chariot Transitional Gas is focused
on high value, low risk gas development projects in Morocco, a
fast-growing emerging economy, with a clear route to early
monetisation, delivery of free cash flow and material exploration
upside.
Chariot Transitional Power is
focused on providing competitive, sustainable and reliable energy
and water solutions across the continent through building,
generating and trading renewable power.
Chariot Green Hydrogen is
partnering with TEH2 (80% owned by TotalEnergies, 20% by the EREN
Group) and the Government of Mauritania on the potential
development of a 10GW green hydrogen project, Project Nour in
Mauritania, and are progressing pilot projects in
Morocco.
The ordinary shares of Chariot
Limited are admitted to trading on the AIM under the symbol
'CHAR'.
CHAIRMAN'S STATEMENT
Ongoing volatility over the past
year has continued to highlight the interconnected global focus on
energy security, as well as the necessity to strike a balance
between the need for steady supply, economic advancement and
progress across the energy transition.
Nowhere is this better illustrated
than in Africa. The current contrast between resource abundance and
energy poverty on the continent is striking and, when combined with
significant levels of population growth, projected to reach over
2.5 billion by 2050, it becomes truly profound. This situation
drives our focus to unlock all types of lower carbon energy
resource to serve and uplift the African population and support
economic growth across industrial and urban communities.
Our Purpose:
At Chariot, we look to deliver a
rational and efficient contribution to the energy transition from
all our businesses. Hydrocarbons will remain a significant
proportion of the global energy mix for decades to come but
renewables will supplement and support the energy demand and it is
critical to advance every opportunity to reduce emissions. Natural
gas will play an essential part in improving access to electricity
whilst facilitating growth and development, but displacement of
coal power generation, as we are looking to do in Morocco over the
longer term, will also be a crucial factor. Wind and solar
replacing heavy fuel in decentralised locations also decreases
carbon emissions while grid scale renewable power augmenting
existing electricity networks demonstrates scale and immediate
impact. Concurrently, green hydrogen developments and integration
within hard-to-abate industries arguably foreshadows future
solutions with near zero emission. Our assets play directly into
the themes of energy security, sustainability and supply but our
projects also have the potential to have wide ranging positive
impacts across skills training, job creation and expansion of local
infrastructure within the countries in which we work.
Our Portfolio
While the businesses in our
portfolio are diverse, they have consistent characteristics. They
all address important energy requirements, each is foundational,
and we have adopted a first mover approach in all three. Each also
possesses significant growth opportunities both in-country and
across Africa and we are partnering with world class companies to
deliver these scalable assets.
Moroccan Gas province: It is
rare to discover a new gas province of significant scale. With the
combined Loukos, Lixus and Rissana licences, Chariot has an
enviable footprint in a Moroccan onshore, shallow water and deep
water gas province where we see material upside potential. Although
we are currently focused on specific prospects and areas within
each licence, we also see numerous additional tieback targets, very
large, contiguous basin floor fan prospects as well as an entire
shallow water trend within this acreage.
Pan African renewable power: In
addition to our decentralised renewable power projects focused
primarily on the mining sector, our business model has evolved to
scale. This next chapter takes advantage of multi megawatt wind and
solar developments that can directly access the established grid
network and the trade of low carbon power supply to a variety of
clients across South Africa. Our renewable expertise and industry
partnerships combined with our Etana trading company makes this
possible and will result in cleaner energy solutions and improved
access to much needed electricity.
Green Hydrogen in Mauritania and beyond:
Chariot has rapidly established itself as an
important part of Mauritania's aim to be a leader in the global
green hydrogen market with the development of the giga-scale
Project Nour, and we have initiated other smaller scale but
important proof of concept projects in Morocco and Mauritania.
These projects are taking advantage of the world class wind and
solar power that are found in key parts of the continent and our
teams are looking to develop domestic production capabilities and
export optionality. With advancements in associated technology,
these developments are leading the way towards delivering green
hydrogen projects at competitive international pricing within the
next decade.
Our Path Forward
With the challenges to energy
security as a backdrop, Chariot is committed to support responsible
growth and energy independence in our host countries' economies, as
well as looking to develop access into wider international
markets.
We recognise that our company has
projects across multiple areas, and we will look for ways to
advance the progress and finance of each one in the most efficient
way. In 2024, we continue to progress our Moroccan gas portfolio,
South African renewable generation and power trading business and
green hydrogen assets as well as considering new venture
opportunities. We feel there is a lot to play for. I offer sincere
thanks to our shareholders, host governments, local communities,
staff, contractors, and consultants. I greatly appreciate the work
that has been undertaken to get us to this point and look forward
to a successful year ahead.
George Canjar
Chairman
10
June 2024
Q
& A WITH THE CEO
What are the key attributes
that underpin Chariot as an investment
opportunity?
The quality of our asset base across
the three pillar portfolio, the global need to meet energy
requirements, our team and our focus on Africa are the foundations
of our business model and strategy. We are very much focused on our
Transitional Gas division of the business where we are looking to
get to first gas and generate cashflows as quickly as possible with
the overriding objective to return cash to our
shareholders.
The global need for energy is
increasing dramatically, and in Africa alone electricity demand is
expected to rise six fold by 2050. It is well documented that there
is a critical need to rebalance the energy mix whilst generating
reliable, affordable and accessible supply with a focus on closing
the energy gap. Viable solutions need to be implemented to ensure
stable growth and address the power poverty situation that is
hindering the continents development. Chariot is playing a
meaningful role in this goal.
Our portfolio of projects will play
an important part in diversifying energy sources, supporting
industrial and downstream development and reducing reliance on
imports. This also has the very important knock-on effect of
stimulating the creation of further industry for the communities
and countries we operate in. Our focus is on Africa due to its vast
resource wealth but we also have a depth of knowledge across the
continent and can leverage our expertise to play a tangible role in
developing its energy networks. Importantly, we are looking to
deliver into undersupplied markets that have immediate demand.
Across our assets we are focused on developing competitive supply
that can help meet domestic and export needs utilising our in-house
expertise and working closely with our partners and host
Governments. These are the underlying tenets of the unique
investment opportunity that Chariot offers and how we will create
future value.
Can you give us your view on the importance of developing gas
assets within the Transitional Energy space?
Today, hydrocarbons still make up
between 80-85% of the world's energy consumption so the transition
to a new energy mix will take time but we need to have practical,
workable solutions. It is impossible to implement an immediate
shift away from fossil fuels and it is important to note that this
would also exacerbate energy poverty in developing
countries.
Whilst gas is a hydrocarbon,
it has a
lower carbon footprint than most and is widely viewed as a
transitional fuel. African countries are increasingly embracing
energy solutions that integrate hydrocarbons and renewable sources
but having access to dependable baseload power underpins all developments. With
hydrocarbons as a baseload - and gas in our case in Morocco - you
can be more relentless in advancing new projects and technologies
so it can play a key role in accelerating the adoption
of a range of new energy sources whilst supporting longer term
substitution.
What were your headline
achievements in the Transitional Gas business this
year?
Our main highlights have been
securing Energean as a partner on our offshore Moroccan acreage;
being awarded the Loukos Onshore licence which widened our
footprint in Morocco; and successfully delivering our first
drilling campaign, with a gas discovery in the OBA-1 well and
completing all operations safely and efficiently. Our primary focus
for this business year is to now execute our drilling plans
offshore where we are looking to increase the resource base to over
1Tcf, move towards a Final Investment Decision at Anchois and
progress with our forward plans at Loukos.
Can you tell us more about
securing Energean as a partner?
During the first half of 2023, we
completed the FEED phase at our Anchois gas project which defined
our initial development plan and confirmed the commercial viability
of this significant discovery. As we progressed our FEED project,
we also undertook a partnering process in order to be able to look
to upscale and deliver the potential that we saw this project
offers. This process generated significant industry interest where
we had multiple offers and we were delighted to sign agreements
with Energean, the FTSE-250 company, as a partner across our Lixus
and Rissana licences. Energean acquired operatorship and 45% in
Lixus and 37.5% in Rissana, with Chariot retaining 30% and 37.5%
respectively and ONHYM maintaining its 25% stake in each licence.
We received US$10 million on completion of this deal, we have a
US$85 million gross carry on Lixus pre-FID costs which includes the
Anchois-East well and flow test and a further US$15 million is
payable on FID. They then have an option to acquire a further 10%
for a gross development carry of US$850 million to first gas, a
US$50m convertible loan note or 3 million Energean shares, and 7%
royalty payments on their production revenues.
Energean is a highly experienced
operator in delivering projects of this nature and they share our
vision on future development plans. We are looking forward to
drilling the Anchois-East well in August this year which will
appraise, develop and potentially be a future producer, but is
fundamentally being undertaken to look to upscale the development
from day one. Anchois is currently the primary focus but the
partnership will undertake further exploration across Lixus and
Rissana in due course as we see material running room in this
acreage.
Anchois is larger and longer
term, so is Loukos an earlier production
opportunity?
Yes, it is, and we applied for the
Loukos Onshore licence as we saw significant, overlooked potential,
it was a natural fit for our portfolio and we could expedite
drilling plans. We have in-depth knowledge of this area through
proprietary data from our Lixus licence which is immediately
adjacent and possesses clear geological similarities.
We were delighted to report a gas
discovery from the OBA-1 well at the Dartois prospect recently. The
planned next steps will be to design and conduct a flow test and
our team are working across and integrating all the data we have
acquired in the drilling campaign to understand the impacts on the
exploration potential of the entire licence area and optimise the
future work programme. We are focused on early commercialisation
opportunities, as gas produced here can be delivered directly to
local industry and we can look to build this out over time. Morocco
is an excellent country to work in, with existing infrastructure
that we can also utilise and it is an ongoing pleasure to work with
our partner ONHYM on these assets.
Can you give us an overview
of the ongoing evolution of the Transitional Power
business?
When we acquired AEMP in 2021, our
focus was on building a portfolio of renewable projects for mining
and industrial clients to provide onsite, lower carbon energy
solutions and we have four projects with a total of 515MW under
development with our partners. This is a business approach that
will continue to grow as heavy industry looks to reach emission
targets and also because the set up and generation of renewable
energy now makes long term economic sense.
The electricity trading platform,
Etana Energy (Pty) Limited has become a prominent element of this
business as we increased our holding to 49% in January 2024,
alongside partner H1 Holdings. Through this platform we are tapping
into a wide and essential network and we believe that this could be
one of the most influential businesses in facilitating, installing,
and delivering greener, competitive and sustainable energy across
South Africa's national grid over the next decade. This business
connects efficient supply to end users through the trading platform
but it also enables the development of new, renewable energy
generation, in which this Power business can participate. We are
very pleased to have signed up some large offtake customers already
with more under negotiation. Our water business is also an
important part of this portfolio, addressing another essential
need, and there are many ongoing growth opportunities here too. It
is important to note that in producing treated water, we will use
renewable energy which Chariot intends to supply.
Can you provide an update on
the Strategic Review of Transitional Power?
As we have noted before, we have
been looking at financing options at the subsidiary level for
Transitional Power. With the majority of these assets based in
South Africa, and the positive implications that these developments
could have for the country, we have found that South Africa focused
banks and investors have a strong interest to fund this. As
announced in March, and in order to enable the onward growth and
progression of this business we are undertaking a Strategic Review
which could result in a full or partial sale or demerger with the
aim of maximising value for shareholders. We will likely phase this
review as we focus on securing financing for the projects and will
provide further updates as this process moves forward.
What is the latest with your
Green Hydrogen pillar?
The green hydrogen story continues
to evolve. Over the past year, we completed our Feasibility Study
at the 10GW Project Nour in Mauritania alongside our partners TEH2,
with whom we have an excellent working relationship. This further
confirmed its world class potential and we have also been working
on proof of concept, nearer term projects through our partnerships
with UM6P and Oort Energy in Morocco. We continue to evaluate and
progress other opportunities and pilot projects across the African
continent as we look at value accretive assets that fit within our
investment criteria. Offtake is a key focus for us and we also
continue to progress our financing options at the subsidiary level.
This is an early stage but vast industry so there are challenges to
overcome as it develops, but green hydrogen will be a critical part
of the net zero solution.
How are your host countries
facilitating its ongoing evolution?
We have had only good experiences
working in Mauritania and the investment climate continues to
improve. This has been recognised in a speech by Ursula von der
Leyen, head of the European Commission in February who stated "we
want to build a green hydrogen ecosystem…. here in Mauritania."
Green hydrogen will play an important part in their European Green
Deal strategy, which is to be climate neutral by 2050, and they are
looking to Mauritania as a key export market for this. They also
strongly underlined the importance of developing domestic industry
and building out the green steel market in country and we are in
step with this through our work there too. Morocco is also very
keen to further develop and expand this industry to support their
energy transition strategy.
Looking forward - what are
the upcoming catalysts for the Company?
Our primary focus is reaching first
gas and generating revenues from our Transitional Gas
assets. We look forward to our ongoing work
and progress with our activities onshore and to drilling offshore
in the near future with Energean and ONHYM. We will finalise our
financing of the Transitional Power division which will in tandem
progress our Strategic Review and our Hydrogen projects will
continue on their trajectories.
We believe that the key to success
is to continue to adapt, collaborate, innovate and partner, as we
have done consistently to date. We are proud of our entrepreneurial
approach, which has enabled us to pursue new or previously
overlooked assets and we will continue to look to pioneer and grow.
We will always look for new opportunities that enhance the Chariot
investment case. We believe we have a compelling and relevant
story, we believe in our projects and will remain fully focused on
realising their potential as we move forward.
Thank you
I would like to thank our
shareholders for their ongoing support as we successfully raised
circa US$19m in June 2023. Both existing and new institutions
participated, as did our retail investors via an oversubscribed
open offer. As a Board and Management team, we have continued to
buy shares in the market, so remain very much aligned with our
investor base and the long term success of our Company.
I'd also like to thank all our
partners, Ministries and teams that we work with in Morocco,
Mauritania, South Africa, Zambia, Zimbabwe, Burkina Faso and
Djibouti. Collectively we are making a real difference both now and
for the future and I look forward to more to come. We need to also
appreciate and give thanks to all the communities in which we
operate for without their support we could not achieve anything.
Thank you as always to the Chariot Board and our colleagues across
each part of the business with whom it is an ongoing pleasure to
work with.
Adonis Pouroulis
Chief Executive Officer
10
June 2024
Chief Financial Officer's
Review
Funding and Liquidity as at
31 December 2023
The Group remains debt free and had
a cash balance of US$6.0 million as at 31 December 2023 (31
December 2022: US$12.1 million).
During 2023, the Group invested
c.US$23 million (31 December 2022: c.US$39 million) into the
business through its exploration campaigns Offshore and Onshore
Morocco, business development within the Transitional Power and
Green Hydrogen businesses, and administration
activities.
The net proceeds of the US$19.1
million raised from the equity fundraising completed in August 2023
allowed the Group to plan its exploration campaign Onshore Morocco,
continue to progress its Anchois development Offshore Morocco, as
well as progress opportunities within the Transitional Power and
Green Hydrogen businesses across the African continent.
As at 31 December 2023, US$1.05
million of the Group's cash balances were held as security against
Moroccan licence work commitments. The increase from US$0.75
million as at 31 December 2022 was due to new bank guarantees
relating to the new Onshore licence in Morocco.
Financial Performance - Year
Ended 31 December 2023
The Group's loss after tax for the
year to 31 December 2023 was US$15.6 million, an increase of US$0.7
million on the US$14.9 million loss incurred for the year ended 31
December 2022. This equates to a loss per share of US$(0.02)
compared to a loss per share of US$(0.02) in 2022.
The share-based payments charge of
US$5.7 million for the year ended 31 December 2023 was US$1.5
million higher than the US$4.2 million in the previous year mostly
due to the granting of employee and Directors' deferred share
awards in the current year, and the full year impact of awards
granted to employees in 2022.
To provide further detail of total
operating expenses, Green Hydrogen and other business development
costs have been split out from other administrative expenses within
the consolidated statement of comprehensive income.
Green hydrogen and other business
development costs of $1.3 million (31 December 2022: $1.7 million)
comprise non-administrative expenses incurred in the group's green
hydrogen business development activities, the majority of which
relate to Project Nour feasibility studies and related
costs.
Other administrative expenses of
US$8.7 million for the year ended 31 December 2023 are higher than
the previous year's US$8.5 million due to
employment costs from scaling up the team to progress the Anchois
gas and Loukos developments, as well within the Transitional Power
and Green Hydrogen teams.
Finance income of
US$0.2 million (31 December 2022: US$0.1 million)
relates to higher bank interest received on the cash balance over
the period, as well as foreign exchange gains on non-Sterling
currencies.
Total finance expenses of US$0.2
million (31 December 2022: US$0.6 million) include foreign exchange
losses of US$0.2 million (31 December 2022: US$0.4 million).
Foreign exchange expenses are lower than
the prior period reflecting the stabilising of foreign exchange
rates on the holding of cash balances in Sterling. A
US$0.1 million expense (31 December 2022: US$0.1
million expense) on the unwinding of the discount on the lease
liability under IFRS 16 is also included in finance
expenses.
Exploration and Evaluation
Assets as at 31 December 2023
Following the signing of the Loukos
Onshore licence in Morocco during the year, the carrying value of
the Group's exploration and evaluation assets comprise US$61.8
million (31 December 2022: US$51.8 million) in relation to the
existing Offshore Moroccan geographic area, and US$1.2 million in
relation to the new Onshore licence.
Across the Offshore geographic area
a further US$10.0 million (31 December 2022: US$20.3 million) was
invested in the asset comprising completion of the FEED phase of the Anchois gas development project,
progression of the Anchois development ESIA, and geophysical and
geotechnical site surveys onshore and offshore, to further define
pipeline routing and landfall approach to
bring the Anchois development towards FID.
Onshore investment to 31 December
2023 reflects the permitting and planning activity for the first
drilling campaign of two wells.
Other Assets and Liabilities
as at 31 December 2023
The carrying value of goodwill of
US$0.4 million at 31 December 2023 (31 December 2022: US$0.4
million) reflects the intellectual property, management team and
customer relationships acquired through the business combination of
AEMP in 2021. In 2022 three Memoranda of Understandings were
announced for projects in the mining portfolio totalling over 500
MW of power. These projects are large scale, early stage and are
being progressed in partnership with Total Eren and a black
economic empowerment ('BEE') partner on the Tharisa project, with
minimal commitments in the near-term. No impairment of the goodwill
was identified in the period from acquisition to 31 December
2023.
The fair value of the Group's
investment in power projects relates to the 10% project equity
holding in the Essakane solar project in Burkina Faso as acquired
with AEMP and is valued at US$0.3 million (31 December 2022: US$0.4
million). The project, a joint investment with Total Eren,
continues to generate power under a power purchase agreement with
IAMGOLD's Essakane mine.
During 2023 the Group completed its
construction of a desalination plant, with US$0.6 million
capitalised in property, plant and equipment, for the
proof-of-concept water project in Djibouti, with commercial
operations commencing and revenue generated from July
2023.
In 2023, wellheads and casing
valued at a total of US$1.8 million (31 December 2022: US$1.4
million) were held in inventory relating to both the Anchois and
Loukos drilling campaigns in Morocco.
As at 31 December 2023, the Group's
net balance of current trade and other receivables and current
trade and other payables shows a net current liability position of
US$3.2 million (31 December 2022: US$5.4 million). The change is
primarily due to significant activity on the Anchois front end
engineering design in December 2022 for which outstanding payables
were due as at 31 December 2022. Note 2 details the Group's future
funding plans.
Following the extension of the UK
office lease term by a further three years in 2023, both the
associated right-of-use asset and lease liability have been
modified. Under IFRS 16 the Group has recognised a
depreciating right of use asset of US$1.3 million (31 December
2022: US$0.3 million) and a corresponding lease liability based on
discounted cashflows of US$1.3 million (31 December 2022: US$0.4
million).
Outlook
We look forward to a safe and
successful drilling campaign at Anchois East in Q3 2024 which the
partnership hopes will upscale the development and lead to FID
shortly thereafter, unlocking the further material cashflows from
the Energean partnering transaction. As detailed in Note 2, our
current liquidity highlights the need for funding across the
business at an asset, subsidiary or Group level to ensure the Group
is well capitalised to carry out its objectives.
We have continued to evolve as a
business over the past year and I am proud of all the achievements
as reported. As we moved forward, we will continue to progress all
areas of the Company but our primary objective as we focus on the
gas business is to develop these material assets, generate cash
flow and return cash to shareholders.
Julian Maurice-Williams
Chief Financial Officer
10
June 2024
TRANSITIONAL
GAS
Our Moroccan Footprint
In recent years, Chariot has
focused on value-driven gas projects, involving exploration and
appraisal operations, combined with development planning and
commercialisation activities.
Chariot owns a 30% and 37.5%
non-operated working interest in the Lixus Offshore and Rissana
Offshore licences respectively alongside our new partners Energean,
who operate both blocks with a 45% and 37.5% working
interest.
Chariot also owns and operates a
75% interest in the Loukos Onshore block.
The Moroccan state owned Office
National des Hydrocarbures et des Mines ("ONHYM") holds the
remaining 25% working interest in all licences.
Offshore
Since the award of the Lixus
Offshore licence in 2019, Chariot has delivered a material increase
in the resource potential of the Anchois gas field and defined a
material prospect portfolio in the same play across the wider
licence area. This growth has been delivered in previously
overlooked acreage, utilising latest technology and interpretation
methods to identify additional gas resources, combined with the
ability to evaluate the prospectivity with a critical and open
mindset.
The Anchois-2 appraisal and
exploration well drilled by Chariot in 2022, increased the P50 (2C)
discovered resources of the field by a factor of 5 versus the
previous operator, largely through the discovery of 5 new gas
bearing sands in a stacked accumulation. We have now matured the
development plan for the Anchois field, which is expandable to
capture material running room, a factor which helped Chariot to
attract a new partner in Energean, an operator with a proven track
record of executing similar offshore developments. The team are
advancing together towards development sanction, the final details
and confirmation of which will be determined by the Anchois-East
well. This will be carried by Energean and is on track to start
drilling in August 2024.This next campaign, which could include an
optional second well, will mark an important step in the
development plan in terms of the completion design, number of
producer wells and production capacity of the field, with drilling
success bringing the possibility of significantly higher rates than
previously envisaged by Chariot.
The joint venture partnership will
also be conducting additional exploration across the Rissana
licence through a planned seismic acquisition campaign.
Onshore
Building on our successes offshore,
Chariot identified significant prospectivity in the same overlooked
play, this time in the onshore part of the same sedimentary basin.
The Loukos Onshore licence offers an extensive exploration
portfolio, optimally located to existing gas markets, and presents
the opportunity to unlock a low-capex, high-value, rapid gas to
industrial market solution.
The Loukos Onshore block was
awarded in July 2023, complete with a rich, legacy dataset
comprising 154km2 of 3D seismic, acquired in 2011, and
previous wells proving several gas discoveries and indications of
gas bearing intervals from which the exploration potential could be
rapidly assessed. There was also an extensive dataset of >900km
of 2D line kms, which also reveals further prospectivity beyond the
limits of the 3D seismic. Following early
geological evaluation, our team identified a set of attractive
drilling targets on the existing 3D seismic dataset and,
post licence award, set to work to fast-track a
drilling campaign. Through the combined diligent efforts of the
entire team, Chariot was ultimately able to deliver drilling
operations within 10 months of licence award.
We were delighted to announce the
completion of the successful drilling campaign and a gas discovery
from the drilling at the Dartois prospect at the end of May 2024.
We now have a comprehensive dataset from the drilling of both wells
and our team will integrate this with our recently reprocessed 3D
seismic data to further define the resource potential of the
Dartois area, confirm the future work programme and also analyse
the impact on the wider prospectivity across the Loukos licence
area.
We believe we are just scratching
the surface with our exploration efforts to date. The coming year
has key catalysts for growth through our ongoing analysis and
testing planned on both the onshore licence and our offshore
drilling campaign. We will also continue to leverage our
long-established relationships in-country. In looking to develop
important supplies of domestic gas, we hope to strengthen our
future as a Moroccan gas producer and contribute to the Kingdom's
ambitious energy strategy.
Developing Morocco's Largest Discovery
The Lixus and Rissana Offshore
licences are covered by an extensive dataset including multiple 3D
seismic survey datasets and 6 previous wells, including the
Anchois-1 and Anchois-2 discovery wells and a legacy well located
in the south of the Rissana which provides evidence for an
extensive, deep thermogenic petroleum system, in addition to the
post-nappe play of Anchois field area.
In December 2023, following an
extensive farmout process, Chariot announced a partnership with
Energean, who also recognised the potential in our offshore
portfolio. The transaction completed in April 2024, and with a rig
contract with Stena Drilling for the Stena Forth drillship signed,
the partnership will drill the Anchois-East well, with a subsequent
well test planned in the main gas bearing sands.
In this well, we will drill two
wellbores in one operation; a pilot hole will be drilled first,
into the undrilled 'Footwall' fault block to the east of the main
field area, and then the well will be side-tracked and the main
borehole will be drilled to penetrate the 'Main' fault block in a
location to the east of the previously drilled Anchois wells. The
pilot hole targets exploration objectives in the M and O Sands of
the footwall structure, potentially providing an additional 170 Bcf
of recoverable gas to the current volumes from the O Sands alone.
The main borehole will then appraise the discovered sands of the
field, currently estimated at 637 Bcf (gross 2C resource), and also
explore the deeper O Sand North Flank target, potentially providing
a further 213 Bcf of 2U recoverable gas below the proven
gas-down-to in the field. We aim to retain the well as a potential
future producer location in the Anchois Development. An optional
second well is also under consideration.
The subsea-to-shore development
plan currently includes 3 initial producer wells, comprising the
existing Anchois-2 well, the upcoming Anchois-East well and
potentially the optional second well. This approach sees individual
producer wells containing multi-zone completions to
cost-effectively access the stacked gas sands at Anchois. Together
with the utilisation of existing wells as producers, this reduces
uncertainty and post-FID capex. Production testing of the
Anchois-East well, in the Q3 2024 campaign, will also allow for
further optimisation of the producer wells and completions as we
gather important data on reservoir productivity.
With the potential to materially
increase the gas resources through this drilling activity, the
joint venture partnership sees the possibility for an expanded
development plan, above the current 105 mmscfd CPF capacity. 2023
saw important progress in the planning for the Anchois development,
including a key step forward through the approval of the
development ESIA; this was announced in October 2023, following a
15 month process, and this approval included both local regulatory
approvals and additional scopes of work to align with the likely
requirements of lending institutions.
The Chariot and Energean joint
venture technical teams are working closely together on delivering
the Anchois project, including field development FEED updates and
progressing gas commercialisation agreements. With long-term local
gas contracts under negotiation, including anchor contract
negotiations with ONEE, and associated fixed, long-term anticipated
cashflows, we are refining the extensive work undertaken so far to
look to reach Final Investment Decision as soon as
possible.
Offshore Project Progress
The wider Lixus and surrounding
Rissana licences, contain significant additional prospectivity
which provides opportunities for further near-field exploration
activity around Anchois.
Following the upcoming drilling and
testing campaign, we will be able to further refine our
understanding of the distribution of gas-bearing reservoirs and
provide further calibration of our geophysical models which are
important to reduce the risk of exploration targets away from the
main field. Our geological model currently shows extensive
reservoir system associated with the A, B, C, M and O Sand
intervals. The identified, low-risk targets in this system around
Anchois are called the Anchois Satellite prospects, and these are
within a 5-10km radius around the central field location; meaning
that in the case of successful exploration these can be all tied
back to, and be produced through, the Anchois
infrastructure.
Expanding the focus beyond Anchois,
future targets are abundant. Rissana's vast expanse captures a
variety of plays, with multi-Tcf potential locked up in deeper
exploration targets, such as the Mesozoic sub-nappe and fore-nappe
plays, and the recently identified shallow Miocene Basin Floor Fan
Play, which is anticipated to be a focus of future seismic
acquisition.
As the work progresses on the
regional onshore geology, we are also now integrating this to
understand the impact on the linked offshore plays; as we know that
the same sand systems moving through this onshore part of the basin
feed the reservoirs offshore. We are continuously updating and
refining our understanding, using modern methods of seismic
analysis to best represent reservoirs and new petrographic studies
on key intervals which have demonstrated significant sand fairways
throughout the Late Miocene. Onshore well data and studies are
consistently helping to illuminate the under-explored areas of the
offshore, which will be further resolved by the planned seismic
acquisition campaign.
Partner Profile - Energean
Securing an experienced, pro-active
and committed partner, such as Energean, was seen as a key step in
moving the Anchois Development forward in a way which could
accelerate delivery of the value and inherent upsides in the
project. Energean has taken Operatorship of the offshore projects
and the partnership is working together, benefiting from synergies
of our combined expertise, to ensure a safe, timely and
cost-efficient drilling campaign.
Energean is the perfect match for
our offshore operations as they are aligned with our ambitions to
focus on scalable growth projects. We can leverage their
development experience and expertise at Anchois, whilst also
maximising upsides within the wider Lixus and Rissana licences
through the unique exploration insights and understandings of the
Chariot subsurface team.
Together, we are aligned on the
fundamental importance of domestic market supply to underpin new
gas field development and how we can be part of ensuring security
of supply, development of local industry and the decarbonization of
the energy mix. We also both recognize the potential of export
markets to offer a rapid commercial outlet for surplus gas volumes
which can offer significant value upside.
Loukos Onshore Licence
Exploring Onshore
Through our extensive analysis and
interpretation of the available dataset, and leveraging our
knowledge from the offshore projects, the exploration team
investigated and defined the first two drilling targets. The
primary target of the first well, RZK-1, was a prospect called
Gaufrette, located up dip of the LNB-1 well which had discovered
gas pay in the same interval downdip, and was supported by seismic
anomalies. Approximately 8km north-east of RZK-1, the OBA-1 well
location was also selected for the campaign, to target the Dartois
prospect located along trend from a historic gas discovery in
RJB-3, which tested gas from the same reservoir system.
Concurrent to this exploration
activity, the drilling and logistics teams worked across the wide
scope of preparation and planning required for the campaign. This
planning effort involved securing of all necessary land permits,
approval of the Environmental Impact Assessment (EIA), long lead
items and drilling rig and services contracts. In anticipation of further drilling activity,
the EIA approval we received in January
2024, from the Unified Regional Investment Committee, covers a
total of 20 well operations across the block. This certificate is
valid for a period of 5 years and gives us flexibility in any
future campaigns.
Successful Campaign and Gas Discovery
As announced in May 2024, we
successfully completed the two well campaign safely and
efficiently, on time and on budget. The RZK-1 well was drilled to a
depth of 961m through the Gaufrette Main target, which was found on
prognosis and confirmed thick intervals of good quality reservoir,
which exceeded pre-drill expectations. Multiple gas shows of
various intensity were identified, however, the reservoirs of the
main target were interpreted to be largely water bearing with
evidence of residual gas. Whilst some thin gas pays were
identified, the well was deemed sub-economic and was duly plugged
and abandoned, however, we will take all of the learnings from this
prospect and conduct a full post-well evaluation in order to apply
our knowledge to more informed exploration of the block's wider
prospectivity. We recognise that the well was supported by the
presence of a very promising reservoir system and evidence for
strong gas migration into the structure, which supports our
exploration thesis for the block, however the well was likely
unsuccessful due to a prospect-specific trap failure.
Following RZK-1, the rig moved
immediately to the Dartois prospect to target a different reservoir
system and trapping style, to drill the OBA-1 well. Here, we were
very pleased to announce the gas discovery after successfully
drilling to a depth of 901m, through target reservoirs using a
slim-hole well construction. This was designed by the drilling team
based on knowledge of drilling performance across the basin to look
to drill this well with greatest efficiency. Further to
comprehensive evaluation of the well data which included wireline
logs, cuttings and gas data, preliminary interpretation confirmed
the presence of reservoirs over an interval of approximately 200m
with a gross interval of approximately 70m of primary interest.
This interval of primary interest contains elevated resistivities
coincident with elevated mud gas readings, indicating potential gas
pays, with no water-bearing reservoirs identified. Further analysis
will now be carried out on the subsurface dataset in preparation
for well flow testing to together determine the well productivity
and the gas resource potential of the discovery. The well was cased
and cemented and suspended with a Christmas tree installed to allow
for future rigless testing operations and potential use as a
producer well.
Onshore Exploration Outlook
The pre-drill high-graded portfolio
was estimated to hold approximately 100 Bcf P50 recoverable in the
3D area alone. Based on early drilling results, we can have
demonstrated the presence of the regionally expansive, good
quality, Mid-Messinian reservoir sand system targeted by much of
this portfolio. We will now carry out detailed petrophysical and
geophysical data analysis to understand the impact of the wells on
this portfolio, and also the potential for other prospects to be
identified on newly reprocessed seismic data which has recently
been delivered to the company and is ready for interpretation. Work
will focus on understanding prospect-specific trapping integrity
and calibration of the seismic attributes. Both the recent well
results and legacy wells provide strong evidence for gas migration
across this basin which remains a low risk component of the
petroleum system. This understanding is integral for the follow-on
exploration of other high-graded targets, for example, Éclair. This
prospect shares the same reservoir system, seismic attribute
support and similar burial depths to the initial drilling targets
and is one of the high-graded candidates for a future follow-up
drilling campaign with associated estimated resources of 32 Bcf
across the Éclair and adjacent Éclair West closures.
The team will continue to analyse
the extensive, reprocessed 2D and 3D seismic datasets alongside new
well data and, although still in progress, we are seeing a
significant uplift in imaging quality across the portfolio in the
early products.
As we progress with analysis of the
drilling results to fully understand the implications for the
surrounding on-block prospectivity, we continue to look to unlock
and develop this overlooked gas province in the heart of the
Moroccan Kingdom.
The Moroccan Gas Market and Commercialisation
Opportunities
Morocco hosts a scalable domestic
market with growing industrial hubs in need a steady supply of
lower carbon, competitive energy and these market fundamentals are
underpinned by excellent fiscal terms in country. There is
currently a heavy reliance on imports and coal power generation and
Chariot is dedicated to being part of the national transitional
energy goals that will see Morocco be less reliant and eventually
move away from these imported carbon intensive fuel
sources.
Chariot is in a unique position to
meet Moroccan domestic gas needs across many sectors including
power and industry. We have established key agreements in efforts
to support this, including key Gas Sales Principles with the state
national utility ONEE, pipeline tie-in agreements with
infrastructure owners and project partners, ONHYM, and a gas to
industry partnership with Vivo Energy.
Natural gas from Chariot's acreage
would be delivered via a variety of potential solutions, a key
advantage of the existing infrastructure. Offshore for example, the
more substantial volumes of Anchois gas are planned to be
commercialised primarily through a fixed connection to the existing
GME pipeline which directly connects to domestic power generation
hubs as well as industrial hubs via future pipeline infrastructure
and European markets. This interconnection with Europe via Spain
means that future export sales of surplus volumes could be explored
once the domestic needs have been satisfied. Multiple offtakers in
Europe are interested in receiving the gas where both demand and a
desire to diversify supply source has increased due to macro events
of recent years.
In terms of onshore, the Loukos
licence is perfectly located to supply to
the Kenitra industrial zone, a large
manufacturing area within excess of 10mmscfd of existing possible
natural gas demand that is currently under supplied. This is only
c.90km from Loukos and has a direct route to market either
through the existing pipeline network in the
southern part of the Gharb basin or a virtual pipeline solution. A
virtual pipeline is the direct distribution of compressed natural
gas (CNG) to customers by truck and this solution offers the most
immediate, modular and low-cost option to commercialise early
production. This is the first likely route that Chariot will
initiate to get the gas to industry and it will also serve as an
important catalyst for future pipeline development and further
growth.
Alongside our partner ONHYM we see
a great opportunity to develop onshore gas in a lower cost, simple
operating environment which would complement a future
subsea-to-shore development. Commercialisation options are
infinitely scalable over the longer term to meet Morocco's growing
gas needs as a priority, with the potential to rapidly
commercialise surplus gas in the European markets.
TRANSITIONAL
POWER
Developing large renewable energy projects in
Africa
Chariot Transitional Power is
focused on providing competitive, sustainable and reliable energy
and water solutions across the African continent through
developing, financing, building and operating power generation and
water assets.
Over the past year, we continued to
progress our renewable projects that we are developing for Tharisa,
First Quantum Minerals and Karo Mining, as well as continuing the
solar operations at IAMGOLD's Essakane Mine in Burkina Faso. We
have also broadened our exposure to the electricity market in South
Africa through increasing our stake in Etana Energy and are
securing long term offtake agreements with a diversified portfolio
of customers.
As announced in March 2024, having
received a range of interest from South Africa focused investors,
Chariot is undertaking a Strategic Review of the Transitional Power
business to look to explore the funding options available. This
review may involve a full or partial sale or demerger with the aim
of enabling ongoing growth and development of the portfolio and
maximising value for all stakeholders.
Solar and Wind Solutions for
Mining Projects
Through the renewable energy
projects that we are developing in conjunction with our clients and
partner TotalEnergies, we are establishing a secure and direct
energy supply to their mining operations, reducing reliance on
heavy fuel, and in turn lowering their carbon
footprints.
ESSAKANE: BURKINA FASO: Solar Power
Production
Chariot's first renewable power
project, supplying the Essakane Gold Mine in Burkina Faso with 15MW
of solar energy is now in its fifth year of operation. On
commissioning in 2018, the project was the largest hybrid
photovoltaic (PV) - heavy fuel oil (HFO) power plant in the world
and one of the largest solar facilities in sub-Saharan Africa with
130,000 solar panels. Chariot holds 10% equity in this
award-winning project, with TotalEnergies holding the remaining
90%.
Year on year the mine has reduced
its fuel consumption by an estimated 6 million litres, representing
18,500 tonnes CO2e annually. 100% of permanent Essakane
project staff are nationals, while 1% of project revenues are
dedicated to community investment. Carbon credits are also
registered with the UN to raise funds for community
developments.
THARISA: SOUTH AFRICA:
Solar Power
Project
In partnership with Tharisa and
TotalEnergies, Chariot is developing the 40MW solar PV Buffelspoort
project which will supply electricity to Tharisa's chrome and
platinum group metals mine in the North West province of South
Africa. Project development and permitting continues to move
forward with Financial Close now expected in Q4 2024.
The plant, to be built on Tharisa's
property and connected behind the meter,
will contribute to the company's goals to become carbon neutral in 2050 as it will reduce the project's
dependence on coal fired power from 100% to 69% as well as creating
around 200 local jobs during the construction period.
FIRST QUANTUM MINERALS: ZAMBIA: Wind and Solar Power
Project
Alongside TotalEnergies, Chariot is
progressing the development of 430MW of combined wind and solar
power to look to expand Zambia's existing renewable energy capacity
and provide First Quantum Minerals with competitive and sustainable
power for its Zambian mining operations.
Once completed, the combined
project will be one of the largest renewable energy projects in
Zambia and a flagship project in the Southern Africa
region.
The split of power will be 230 MW
solar PV + 200 MW wind, and the requisite permitting and planning
is underway. Further updates will follow as this progresses towards
Final Investment Decision.
KARO PLATINUM: ZIMBABWE: Solar Power Project
In Zimbabwe, Chariot is working on
the development of a 30MW solar plant, to supply competitive
electricity on site at Karo's platinum mine in Zimbabwe.
Construction of the mine has commenced but the timeline for
delivery has slowed down further due to a review of the PGM price
environment. This has delayed the implementation of the solar plant
but permitting of the project continues to progress and further
updates will follow as this moves towards Final Investment
Decision.
With Tharisa as a 75% shareholder
in Karo, this project is also linked to their carbon emission
reduction targets.
Electricity Trading Licence
As announced in December 2023 and
completed in January 2024, Chariot now owns 49% in the South
African electricity trading platform, Etana Energy (Pty) Limited
("Etana") alongside partner H1 Holdings (Pty) Limited which holds
51%. H1 is a black-owned and managed company based in South Africa,
which has a proven track record in developing and investing in
large renewable projects.
Etana is one of five companies to
hold an electricity trading licence granted by the National Energy
Regulator of South Africa. Its objective is to provide competitive
and sustainable end to end electricity solutions through connecting
new and existing energy generation projects to commercial and
industrial users. Major deregulation changes currently taking place
in South Africa's electricity market provides licence holders the
opportunity to trade to a range of high-volume off-takers as well
as the opportunity to participate in new renewable energy
generation projects.
Market Opportunity
South Africa is the largest
electricity market in sub-Saharan Africa. It is predominantly
supplied by coal fired power generation and as a result, around 80%
of greenhouse gas emissions come from the energy sector. There is a
major lack of supply however as insufficient electricity is
generated, and power outages have significant macroeconomic
impacts. Investec estimates that there was a cost of around ZAR300
billion to the South African economy due to downtime in 2022 and
this issue has compounded further over the past twelve months, with
just 50% of power availability recorded in December
2023.
These two fundamental issues
underpin the rationale for the rapid market deregulation that is
now taking place, enabling private sector renewable power
generation and opening up trade through the national grid. The SA
National Energy plan has forecast the needs for an additional 30GW
of renewable energy to be procured by 2030, with the first 4GW to
be added into the grid by the end of 2024. Etana's trading license,
coupled with Chariot's business network and development track
record means it is extremely well positioned to play a material
role within this high growth, high demand sector.
The
Etana Business Model:
There is significant market demand
for green and competitively priced
electricity and multiple commercial and industrial offtakers have
already been secured across mining, industry, municipal and retail
sectors. Etana's model is already working, as evidenced by the
first wheeling of renewable energy through Cape Town's grid
announced in September 2023. Wheeling is a
process where electricity is bought and sold between private
parties, using the existing grid to transport power from the point
of generation to end-users.
On the generation side,
400MW of gross wind generation capacity has been
identified and is in negotiation with Etana. The trading platform
enables Chariot's participation in these large renewable projects,
and there is a strong focus on securing a future pipeline of large generation projects.
Long Term Agreements signed with Growthpoint Properties,
AutoCast and Petra Diamonds
· As
announced in February 2024, Etana will supply Growthpoint, the
largest South African Real Estate Investment Trust company with
195GWh of renewable energy per year - 32% of their current annual
consumption across their commercial properties located around South
Africa
· This
will be a mix of wind, solar and hydroelectric power and is the
first multi-jurisdiction, multi-building, multi-source renewable
energy wheeling arrangement
· This
agreement has also enabled Growthpoint to secure the rights to
purchase 30GWh per annum of 24/7 baseload hydropower
· Autocast, a leading supplier of cast and machined components
to the automotive, mining and engineering industries selected Etana
as its renewable energy supplier in April 2024
· Autocast is part of a cluster of the high energy users in the
Nelson Mandela Bay area together (about 30 members) which has
selected Etana to find a common solution to procure clean
power
· The
agreement signed with Petra Diamonds will wheel renewable energy to their Cullinan and Finsch diamond
mines, supplying between 36-72% of the expected power requirements
from FY2026 onwards
Renewable Water Production Business:
Our water business is focused on
delivering clean water solutions on the African continent using
renewable energy. The process utilises a modular, scalable, reverse
osmosis technology that can be powered 100% by solar energy to
produce desalinated water. Our objective is to originate, invest in
and own decentralised water supply projects that can provide
affordable water access for private offtakers and municipalities
through long term agreements.
Our first test project, the Ghoubet
water project which is affiliated to the largest wind farm in
Djibouti was commissioned in June 2023 and is running well. This
project is providing 50 m3 potable water per day to
local communities, around 1,000 people, over the next 20 years and
the team is looking at further opportunities across the
continent.
This business complements both our
Transitional Power and Green Hydrogen pillars and has a natural
overlap with our current network and portfolio. The business model
strategically sits within the Power business as it follows the
renewable project model with long term offtake but access to
desalinated water is a key part of green hydrogen production
cycle.
GREEN
HYDROGEN
Near-Term Production, Long Term Scalability
Our objective with our green
hydrogen pillar is to build a world class portfolio of projects
that have a mix of near- term production opportunities balanced
with long term scope and scale.
Our Strategy and Focus
Project Nour, our giga-scale
project based in Mauritania remains the cornerstone asset in our
portfolio, but our strategy has evolved over the past year as we
have adopted a deliberate phasing approach to look to establish
earlier production on a commercial basis. Our overarching aim is to
become a significant green hydrogen producer and Nour has the
potential to be one of the largest, lowest cost assets in Africa
but there are key elements that we are focused on as we look to
reduce risk and deliver projects:
Partnering and Offtake. Working
alongside experts and world-class partners is fundamental, as
through this we co-invest, secure offtake, collaborate and
ultimately deliver bankable projects. Our strategic partnership
with TEH2 (a dedicated green hydrogen
developer, owned 80% by TotalEnergies and 20% by Eren Group)
has been excellent in the development of Project
Nour to date and it is a pleasure to work with UM6P and Oort
Energy, the Governments in Mauritania and Morocco and other key
industrial players in the sector.
Portfolio. We aim to build out
our asset base to diversify risk over various projects and
countries but also benefit from the economies of scale and shared
learning in working with different partners in different
industries. We have strict criteria that we work within around
project selection, with a focus on resource availability and
long-term offtake opportunities, as well as a host country's
approach to development in the sector and its legal and regulatory
framework.
Near-Term production. We are
looking to deliver a series of technical proof-of-concept projects
to progress early commercial phases and generate early revenues
with domestic offtake as initial priority. These projects will
allow us to showcase delivery and importantly lay the basis to
scale up, increase production and develop export options over the
longer term.
Access to Technology. Having
access to technologies critical to the green hydrogen production
cycle is also important in future proofing development plans.
Having early-stage partnerships in place helps secure access to
important elements of the supply chain, builds expertise within
teams and importantly helps leverage participation in new
ventures.
We maintain our conviction that
green hydrogen will be one of the most important components of the
future energy mix and look forward to developing our role in this.
We also continue to pursue
various sources of financing for this pillar of
the business at the subsidiary level.
Market Demand
Green hydrogen, created by
splitting water into hydrogen and oxygen using renewable energy,
has a material role to play in reaching net zero climate targets.
Currently around 95% of hydrogen is produced using fossil fuels so
there will be a significant transition across this sector and
demand will continue to grow as the energy mix changes. IRENA
states that to achieve the 2050 target, the supply of hydrogen
overall will need to expand more than five-fold, to more than 500
MT/y, if it is to serve a broader range of uses and decarbonize
carbon-intensive sectors. There are a range of hard-to-abate
sectors which currently utilise a substantial proportion of grey
hydrogen but an emphasis is being placed on three key industries -
steel making, fertiliser production and transportation fuel
(including aviation); all of which Chariot is looking to address
within the projects we are working on.
Key demand centres will be looking
to import competitive green hydrogen and the EU will likely need to
import about half of the estimated 60 million tonnes of
decarbonised hydrogen and derivatives required by 2050.
Hydrogen is a key building block in Europe's
climate targets and these factors were both underlined by the visit
by the European Commission to Mauritania in early February 2024.
They publicly reaffirmed their commitment to the sector, its
importance within Europe and have selected
Mauritania as a key partner in the EU's Global Gateway initiative
with regard to future hydrogen export and green steel
production.
Project Nour:
Project Nour spans two onshore
areas, totalling approximately 5,000 km2 across northern
Mauritania. With up to 10 GW of electrolysis to be installed, it
could become, once implemented at scale, one of the most
significant green hydrogen projects in Africa, producing 1.2 Mtpa
of green hydrogen.
We recently completed the
Feasibility Study, conducted in compliance
with Equator Principles and IFC Performance Standards,
which further confirmed the scale and viability of
the project and outlined a phased pathway for domestic offtake and
export development. Nour will be developed in multiple phases with
the initial phase seeking to install 1.6 GW of electrolysis
and initial development designs are focused
on domestic use for green steel production and export of green
ammonia.
Sustainable economic development is
embedded within the project planning
with local content aimed
at maximizing employment and business opportunities in
Mauritania. In
parallel discussions are ongoing with the local iron ore mining
sector to establish a green steel industry in the country.
Next steps include completion of the investment
framework, engineering conceptual study and offtake
negotiations.
We have been working alongside TEH2
and TotalEnergies' in-house Power-2-X engineering unit 'OneTech' on
the technical side of the project. The OneTech team consists of
highly experienced engineers and their specialist teams (solar,
wind, hybrid and green Hydrogen) are widely recognised by peers and
partners. They have been instrumental in delivering the feasibility
study for Nour, and their expertise shared from other large-scale
projects that they are working on in other parts of the world is
invaluable.
Case Study: Decarbonising the SNIM iron ore train in
Mauritania
At COP28 in December 2023 Chariot
signed an agreement, along with partners TEH2 and Société Nationale
Industrielle et Minière ("SNIM"),
Mauritania's national iron ore mining company, to undertake a
scoping study to look at the country's first green hydrogen pilot
aimed at decarbonising the SNIM iron ore train using green hydrogen technology.
· SNIM
is Africa's second largest iron ore producer and the study
will focus on SNIM's train transport operations
from the Zouerat iron ore mine to Nouadhibou port which run on
imported diesel fuel
· The
concept is to produce green hydrogen as a substitute power source
via fuel cells mounted on carriages of each train - which can be up
to 3 km long
· The
scoping study will look to utilise existing wind resources to
generate green hydrogen and adapt this into a power source for the
locomotives.
· Overall objective is to materially reduce the carbon
emissions in local iron ore mining industry and showcase the value
of green hydrogen in production and application, helping to put
Mauritania on the map
Proof-of-concept projects
In September 2023, we extended our
collaboration with UM6P and Oort Energy in conducting electrolyser
pilot projects in Morocco. The partnership is developing a
technical Proof of Concept project at OCP's Jorf Lasfar industrial
complex which will use a 1 MW polymer electrolyte membrane ("PEM")
electrolyser system, patented by Oort. This will both test the
capacity of the electrolyser in an industrial setting, develop
education and skills whilst also evaluate the feasibility of larger
scale green hydrogen and ammonia production in-country.
Ongoing Collaboration, Commitment and Cost
Reduction
There are still challenges in
development timeframes and scale of investment needed but Chariot
welcomes ongoing implementation of initiatives that are driving
co-operation and alignment. The improvements in legal and
regulatory frameworks, as well as national and EU commitments
focused on encouraging investment and development, all point to
future success.
The Government of Mauritania in
particular has made great strides in creating a favourable
environment for developers. It has drafted a comprehensive hydrogen
code - very similar to a mining code - that would grant 35-year
operating licences and includes a wide range of incentives and tax
breaks to boost investment in the hydrogen sector. The draft
legislation is expected to be promulgated by the end of 2024 and
further highlights the government's commitment to becoming a major
green hydrogen producer.
The Africa Green Hydrogen Alliance
- in which both Mauritania and Morocco are partners - is amongst
those paving the way in this regard, fostering collaboration across
governments, the private sector, financing institutions and society
to look to establish long term stability. Importantly, the cost of
production is expected to decline significantly towards 2030 driven
mainly by technology advancements, cheaper renewables and
manufacturing economies of scale.
ESG - OUR COMMITMENT TO SUSTAINABLE
OPERATIONS
Robust management of environmental,
social and governance (ESG) concerns are at the core of what we do
and how we work. Chariot seeks to embed a responsible approach to
ESG management throughout the business.
In line with industry best practice
Chariot uses the IFC Performance Standards, Equator Principles, and
the United Nations' Sustainable Development Goals as benchmarks and
guiding principles. We also comply with
applicable environmental laws, regulations and standards of the
countries in which we are present.
We acknowledge the potential ESG
impacts that our activities may have as we develop our projects.
Our team is committed to proactively identifying and assessing
issues that are important to our business and to our stakeholders.
We manage these and their associated risks and seek to minimise the
impacts of our activities as far as possible by putting robust
frameworks and policies in place.
Anchois ESIA and Loukos EIA approvals
In October 2023, Chariot received
approval of the Anchois gas development project's Environmental and
Social Impact Assessment from the Moroccan Ministry of Energy
Transition and Sustainable Development. This process was conducted
over a 12-month period and included detailed onshore and offshore
environmental baseline studies, a social baseline survey and a
wide-ranging stakeholder engagement process. The resulting
Management plan sets out mitigation and monitoring measures which
will be implemented during construction and production. In line
with the most recent iteration of the Equator Principles, Chariot
also commissioned a Climate Change Risk Assessment and Human Rights
considerations were embedded in the main ESIA.
The Environmental Impact Assessment
approval was also received for drilling activity on Loukos Onshore
in January 2024. This covers a total of 20 wells, is valid for 5
years and will also inform Chariot's activities here going
forward.
Environmental Authorisation, Buffelspoort,
Tharisa
Equally good progress was made by
the Transitional Power team on permitting the Tharisa solar project
in Buffelspoort, South Africa. In May 2023, the
Environmental Authorisation was issued,
along with the required water license, National Forest license and
alien species (NEMBA) license.
Local Content Program for Project Nour
As part of Project Nour's
feasibility study, a comprehensive local content program was
developed in 2023. This includes proposals to expand Mauritania
higher education and technical training capabilities, to localise
as many jobs as possible. The team also led consultations with 50
local entrepreneurs regarding the work packages which they may be
able to execute, especially during construction. Seventeen key
areas were identified in this context, from precast concrete panel
manufacturing to insulation, from scaffolding to valve inspections
and repairs, along with the requirements of each in terms of
additional investment, training, and certification. The study has
been shared with the Mauritanian authorities and its technical and
financial partners with a view to securing support for its
implementation.
Materiality Assessment
Our Materiality Assessment is
compiled in line with the Global Reporting Initiative ("GRI")
framework and linked to the Sustainable Development Goals which
will guide project development and implementation in the
future.
Focus on Reducing Emissions
Considering the transitional nature
of Chariot's energy projects, each is expected to deliver carbon
emissions reductions in their host countries:
· Morocco's energy needs are heavily dependent on coal (which
currently makes up circa 70% of the country's requirements) and gas
imports. The domestic gas from Chariot's Anchois project has the
potential to directly supply into the national grid and become an
important contributor in rebalancing the country's energy mix and
reducing emissions going forward.
· Chariot's renewable power projects are bespoke solutions for
mining companies, often sited in locations well away from power
grids. Accessing wind and solar power for use directly on the mine
sites removes the dependence on and need for transportation of
carbon heavy fuel and provides a renewable, long term energy
supply. Wheeling renewable power through the South African national
grid through Etana will also notably reduce the reliance on coal
fired power stations opening up a wider customer base including
municipalities, industrial and retail sectors.
· Green
hydrogen also has the potential to supplement and
replace traditional fossil fuels in both power generation and
hard-to-abate industrial processes, leading to a significant
reduction in associated emissions of greenhouse gases. It also has
the potential to stimulate the development of greener primary
industry (such as green ammonia and green steel production) and
could lead to significant, positive long term impacts for
Mauritania as well as the entire global energy
transition.
Two of the UN SDGs are particularly
relevant to across our each of our business pillars and underpin
our strategy and our values:
Goal 7:
Ensure access to affordable, reliable, sustainable modern
energy for all - specifically around
increasing the share of renewable energy in the global energy mix,
improving energy efficiency and advanced and cleaner fossil-fuel
technology…expansion of infrastructure and upgrade technology for
supplying modern and sustainable energy services for developing
countries
Goal 9:
Build resilient infrastructure, promote inclusive and
sustainable industrialisation and foster innovation
- … raise industry's share of employment and gross
domestic product, in line with national circumstances…upgrade
infrastructure and retrofit industries to make them sustainable
with increased resource-use efficiency and greater adoption of
clean and environmentally sound technologies and
industry.
Alignment to the SDG's
Based on the updated Materiality
Assessment and key goals, Chariot's alignment to the UN SDG's have
been reviewed accordingly, with key targets for each one selected.
This will also guide the reporting framework going
forward.
Chariot Limited
Consolidated Statement of Comprehensive Income for the Year
Ended 31 December 2023
|
|
Year ended 31 December
2023
|
Year ended 31 December
2022
|
|
Notes
|
US$000
|
US$000
|
|
|
|
|
Revenue
|
3
|
80
|
-
|
|
|
|
|
|
|
|
|
Share based payments
|
27
|
(5,652)
|
(4,168)
|
Hydrogen and other business
development costs
|
|
(1,285)
|
(1,704)
|
Other administrative
expenses
|
|
(8,680)
|
(8,478)
|
|
|
|
|
Total operating expenses
|
|
(15,617)
|
(14,350)
|
Loss from operations
|
5
|
(15,537)
|
(14,350)
|
Finance income
|
7
|
202
|
74
|
Finance expense
|
7
|
(236)
|
(608)
|
Loss for the year before taxation
|
|
(15,571)
|
(14,884)
|
|
|
|
|
Tax expense
|
9
|
-
|
-
|
Loss for the year
|
|
(15,571)
|
(14,884)
|
|
|
|
|
Other comprehensive income:
|
|
|
|
Items that will be reclassified subsequently to profit or
loss
|
|
|
|
Exchange differences on translating
foreign operations
|
|
(14)
|
(3)
|
Other comprehensive income for the year, net of
tax
|
|
(14)
|
(3)
|
|
|
|
|
Total comprehensive loss for the year
|
|
(15,585)
|
(14,887)
|
|
|
|
|
(Loss)/ profit for the year attributable to:
|
|
|
|
Owners of the parent
|
|
(15,578)
|
(14,882)
|
Non-controlling interest
|
|
7
|
(2)
|
|
|
(15,571)
|
(14,884)
|
|
|
|
|
Total comprehensive (loss)/ profit attributable
to:
|
|
|
|
Owners of the parent
|
|
(15,592)
|
(14,885)
|
Non-controlling interest
|
|
7
|
(2)
|
|
|
(15,585)
|
(14,887)
|
|
|
|
|
|
|
|
|
Loss per Ordinary share attributable to the equity holders of
the parent - basic and diluted
|
10
|
US$(0.02)
|
US$(0.02)
|
All amounts relate to continuing
activities.
The notes form part of these final
results.
Chariot Limited
Consolidated Statement of Financial Position as at 31 December
2023
|
|
31 December
2023
|
31 December
2022
|
|
Notes
|
US$000
|
US$000
|
Non-current assets
|
|
|
|
Exploration and evaluation
assets
|
11
|
62,956
|
51,795
|
Goodwill
|
12
|
380
|
380
|
Investment in power
projects
|
13
|
334
|
448
|
Property, plant and
equipment
|
16
|
646
|
428
|
Right of use asset
|
20
|
1,242
|
332
|
Total non-current assets
|
|
65,558
|
53,383
|
|
|
|
|
Current assets
|
|
|
|
Trade and other
receivables
|
15,17
|
1,263
|
755
|
Inventory
|
18
|
1,808
|
1,424
|
Cash and cash
equivalents
|
19
|
6,016
|
12,052
|
Total current assets
|
|
9,087
|
14,231
|
Total assets
|
|
74,645
|
67,614
|
|
|
|
|
Current liabilities
|
|
|
|
Trade and other payables
|
21
|
4,429
|
6,198
|
Lease liability: office
lease
|
20
|
430
|
359
|
Total current liabilities
|
|
4,859
|
6,557
|
|
|
|
|
Non-current liabilities
|
|
|
|
Lease liability: office
lease
|
20
|
908
|
-
|
Total non-current liabilities
|
|
908
|
-
|
|
|
|
|
Total liabilities
|
|
5,767
|
6,557
|
|
|
|
|
Net assets
|
|
68,878
|
61,057
|
|
|
|
|
Capital and reserves attributable to equity holders of the
parent
|
|
|
|
Share capital
|
22
|
15,714
|
14,263
|
Share premium
|
|
431,292
|
413,843
|
Share based payment
reserve
|
|
10,605
|
6,099
|
Other components of
equity
|
23
|
779
|
935
|
Retained deficit
|
|
(389,517)
|
(374,081)
|
Capital and reserves attributable to equity holders of the
parent
|
|
68,873
|
61,059
|
Non-controlling interest
|
14
|
5
|
(2)
|
Total equity
|
|
68,878
|
61,057
|
|
|
|
|
The notes form part of these final
results.
The financial statements were
approved by the Board of Directors and authorised for issue
on 10 June 2024.
George Canjar
Chairman
Chariot Limited
Consolidated Cash Flow Statement for the Year Ended 31
December 2023
|
|
Year ended 31 December
2023
|
Year ended 31 December
2022
|
|
|
US$000
|
US$000
|
Operating activities
|
|
|
|
Loss for the year before
taxation
|
|
(15,571)
|
(14,884)
|
Adjustments for:
|
|
|
|
Finance income
|
|
(202)
|
(74)
|
Finance expense
|
|
236
|
608
|
Change in value of investment in
power project
|
|
114
|
-
|
Depreciation
|
|
485
|
472
|
Share based payments
|
|
5,652
|
4,168
|
Net cash outflow from operating activities before changes in
working capital
|
|
(9,286)
|
(9,710)
|
|
|
|
|
(Increase)/ Decrease in trade and
other receivables
|
|
(535)
|
210
|
Increase / (Decrease) in trade and
other payables
|
|
1,251
|
(132)
|
|
|
|
|
Cash outflow from operating activities
|
|
(8,570)
|
(9,632)
|
|
|
|
|
|
|
|
|
Net cash outflow from operating activities
|
|
(8,570)
|
(9,632)
|
|
|
|
|
Investing activities
|
|
|
|
Finance income
|
|
93
|
62
|
Payments in respect of property,
plant and equipment
|
|
(400)
|
(256)
|
Payments in respect of exploration
assets
|
|
(14,246)
|
(29,243)
|
|
|
|
|
Net cash outflow used in investing
activities
|
|
(14,553)
|
(29,437)
|
Financing activities
|
|
|
|
Issue of ordinary share capital net
of fees
|
|
17,754
|
32,816
|
Payments of lease
liabilities
|
|
(432)
|
(501)
|
Finance expense on lease
|
|
(43)
|
(27)
|
Net cash from financing activities
|
|
17,279
|
32,288
|
|
|
|
|
Net decrease in cash and cash equivalents in the
year
|
|
(5,844)
|
(6,781)
|
|
|
|
|
Cash and cash equivalents at start of the
year
|
|
12,052
|
19,406
|
|
|
|
|
Effect of foreign exchange rate
changes on cash and cash equivalents
|
|
(192)
|
(573)
|
|
|
|
|
Cash and cash equivalents at end of the year
|
|
6,016
|
12,052
|
The notes form part of these final
results.
Chariot Limited
Notes forming part of the financial statements for the year
ended 31 December 2023
1 General
information
Chariot Limited is a company
incorporated in Guernsey with registration number 47532. The
address of the registered office is Oak House, Hirzel Street, St
Peter Port, Guernsey, GY1 2NP. The nature of the Company's
operations and its principal activities are set out in the Report
of the Directors and in the Technical Director's Review of
Operations.
2 Accounting
policies
Basis of preparation
The financial statements have been
prepared in accordance with UK International Accounting
Standards.
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.
Going concern
As at 31 December 2023, the Group
had cash of $6.0 million, no debt, trade and other receivables of
$1.3 million, inventory of $1.8 million and trade and other
payables of $4.4 million.
The Group operates as a
transitional energy group focused on developing large-scale gas,
renewable power, and hydrogen projects in Africa. To date, it has
not earned any revenues and so is reliant on various options,
including asset partnering, project finance debt, and equity
placements to finance the Group's overheads and progress its
projects to first revenues.
The group financial statements have
been prepared on a going concern basis with the directors of the
opinion that the Group will be able to meet its obligations as and
when they fall due.
As at 30 April 2024, the Group had
cash of $7.9 million, no debt, trade and other receivables of
approximately $1.3 million, inventory of approximately $2.2 million
and trade and other payables of approximately $3.2 million. The
Board has prepared a cash flow forecast for the period 1 May 2024
to 31 December 2025. This has included the following
assumptions:
Anchois Gas Development:
On the Group's Anchois gas
development, the partnering process with Energean plc ("Energean")
completed in April 2024 and provided:
-
An upfront gross cash consideration payment
of $10 million received in April 2024.
- Subject
to a successful FID, expected in the months
following the Anchois East drilling and testing
campaign, the Group will receive US$15
million payable in cash and following completion of the
Anchois well, Energean will have the right to acquire a further 10%
of Chariot's equity in the Lixus licence for a US$850
million gross development carry to first gas (including
the US$85 million gross carry). At Chariot's option the
Group will also receive either a US$50 million 5-year zero
coupon convertible loan note with a strike price
of £20 adjusted down for dividends, or issuance of three
million Energean shares. The Energean shares currently attract a
quarterly dividend and if this option were taken would provide
Chariot with regular quarterly near-term cashflows.
-
An US$85
million gross carry including all Lixus costs up to FID,
including the additional Anchois well with a gas flow test, and
planned Rissana seismic acquisition costs separately capped
at US$7 million. Energean's carry of Chariot's costs is
non-recourse, and has a coupon of 7% over the one year Secured
Overnight Financing Rate (SOFR), with the carry including interest
repayable from 50% of Chariot's future net sales revenues from the
Lixus licence.
Further interim period cost amounts
have also been received by the Group from Energean in relation to
costs paid by Chariot on the gas development between the December
2023 agreement signature and completion in April 2024. Following
completion, Chariot staff have been seconded under a services
agreement to the Anchois East drilling project, which provides a
monthly recovery of their cost.
Management is confident that
progress on the Anchois project will lead to first revenues
generating income to fund ongoing overheads. The Risk Management
Statement outlines the principle risks and uncertainties of natural
gas exploration and the mitigations the Group has in place.
Strategic discussions continue with potential investors to provide
further funding as required at the asset, subsidiary or group
level.
Over the forecast period the Group
estimates a gross $6.5 million
outflow in respect of the transitional gas
overhead and other related costs before any recovery of development
costs from joint venture partners.
Loukos Gas Development:
The onshore drilling campaign has
successfully been completed. At the date of these financial
statements the RZK-1 well was found to be sub-economic but a gas
discovery was announced from the drilling of the OBA-1 well. The
remaining cost of drilling these two wells over the forecast period
is estimated at $6.7 million. The Group has minimal licence
commitments over the going concern period in its position as
operator on the licence. The Group is in early commercialisation
discussions with bankable offtakers which, subject to the discovery
of gas, will provide near-term gas sales with minimal capital
commitments.
Transitional Power Business:
The renewable projects are focussed
on the South African energy market and are at an earlier stage of
development. The Group is evaluating project finance and investment
at subsidiary levels to enable the business to fulfil its potential
and has received over 10 non-binding expressions of interest
from South Africa focused banks, institutions and major
energy groups to fund the Transitional Power business providing
near-term cashflows.
The directors have forecast an
uncommitted $3.6 million outflow to fund
related overheads and development of the Transitional Power
business over the forecast period.
Green Hydrogen:
The Group continues to
progress financing options at the subsidiary level
ahead of making any significant capital
commitments. The directors have forecast an
uncommitted $1.4 million outflow to fund
related overheads and development of the green hydrogen business
over the forecast period.
Corporate:
The directors have forecast a $7.2
million outflow for ongoing general and administrative costs of the Group
over the forecast period.
Conclusion
The forecast indicates that there
will be a cash deficit from July 2024. To manage this the directors
mitigating actions include cutting discretionary expenditure and
deferring creditor payments until funding across the business at an
asset, subsidiary or Group level are successful, however, it also
acknowledges that this short term funding is not, at the present
time, in place.
Longer term, subject to successful
drilling results at Anchois East, Chariot, in partnership with
Energean and ONHYM, are focused on reaching FID shortly after the
drilling and testing campaign has completed which could result in
$15 million cash
inflow within the going concern forecast period.
Further, based on the strong
interest from South Africa focused investors, management is
confident that financing options are available to fund ongoing
Transitional Power project work and overheads. In the event that a
funding package for the Transitional Power business is not
concluded in the near-term the Group will be required to seek other
funding options for this business pillar to fund its share of
future capital expenditure on projects and related
overheads.
Based on feedback from ongoing
financing discussions, the Directors have made a judgement that the
necessary funds to adequately finance the Group's obligations will
be secured and that the Group will continue to realise its assets
and discharge its liabilities in the normal course of business.
Accordingly, the Directors have adopted the going concern basis in
preparing the consolidated financial statements, however, the need
for additional financing in the short term, which has not yet been
secured, indicates the existence of a material uncertainty, which
may cast significant doubt about the Group's ability to continue as
a going concern, and its ability to
realise its assets and discharge its liabilities in the normal
course of business. These financial
statements do not include adjustments that would be required if the
Group was unable to continue as a going concern.
New Accounting Standards
The following new standards and
amendments to standards are mandatory for the first time for the
Group for the financial year beginning 1 January 2023. The
implementation of these standards and amendments to standards has
had no material effect on the Group's accounting
policies.
Standard
|
Effective year commencing on or after
|
IFRS 17 Insurance
Contracts
|
1 January 2023
|
IAS 1 Presentation of Financial
Statements and IFRS Practice Statement 2 (Amendment - Disclosure of
Accounting Policies)
|
1 January 2023
|
IAS 8 Accounting policies, Changes
in Accounting Estimates and Errors (Amendment - Definition of
Accounting Estimates)
|
1 January 2023
|
IAS 12 Income Taxes (Amendment -
Deferred Tax related to Assets and Liabilities arising from a
Single Transaction)
|
1 January 2023
|
Certain new standards and
amendments to standards have been published that are mandatory for
the Group's accounting periods beginning after 1 January 2024 or
later years to which the Group has decided not to adopt early when
early adoption is available.
The implementation of these
standards and amendments is expected to have no material effect on
the Group's accounting policies. These are:
Standard
|
Effective year commencing on or after
|
IFRS 16 Leases (Amendment -
Liability in a Sale and Leaseback)
|
1 January 2024
|
IAS 1 Presentation of Financial
Statements (Amendment - Classification of Liabilities as Current or
Non-Current)
|
1 January 2024
|
IAS 1 Presentation of Financial
Statements (Amendment - Non-current Liabilities with
Covenants)
|
1 January 2024
|
IFRS 16 - Leases
Under IFRS 16 lease liabilities are
initially measured at the present value of the remaining lease
payments and discounted using an incremental borrowing rate at the
date of recognition. Associated right-of-use assets are measured at
an amount equal to the lease liability adjusted for any prepaid or
accrued lease payments.
Each lease payment is allocated
between the liability and finance cost. The finance cost is charged
to profit or loss over the lease period to produce a constant
periodic rate of interest on the remaining balance of the liability
for each period. The right-of-use asset is depreciated over the
shorter of the asset's useful life and the lease term on a
straight-line basis.
The Group has elected not to
recognise right-of-use assets and liabilities for leases where the
total lease term is less than or equal to 12 months, or for leases
of low-value assets. Low-value assets comprise IT equipment and
small items of office furniture. Payments associated with
short-term leases and leases of low-value assets are recognised on
a straight-line basis as an expense in profit or
loss.
Further details on the lease
liability can be found in note 20.
Exploration and evaluation assets
The Group accounts for exploration
and evaluation costs in accordance with the requirements of IFRS 6
Exploration for and Evaluation of Mineral Resources.
Any costs incurred prior to
obtaining the legal rights to explore an area are expensed
immediately to the Income Statement. All expenditures relating to
the acquisition, exploration and appraisal of oil and gas
interests, including an appropriate share of directly attributable
overheads, are recognised as exploration and evaluation assets
and initially capitalised by reference to appropriate
geographic areas. Costs recognised as exploration and evaluation
assets are transferred to property, plant and equipment and
classified as oil and gas assets when technical feasibility and
commercial viability of extracting hydrocarbons is
demonstrable.
Costs recognised as exploration and
evaluation assets are tested for impairment whenever facts and
circumstances suggest that they may be impaired. Where exploration
wells have been drilled, consideration of the drilling results is
made for the purposes of impairment of the specific well costs. If
the results sufficiently enhance the understanding of the reservoir
and its characteristics it may be carried forward when there is an
intention to continue exploration and drill further wells on that
target.
Where farm-in transactions occur
which include elements of cash consideration for, amongst other
things, the reimbursement of past costs, this cash consideration is
credited to the relevant accounts within the geographic area 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
geographic area are treated as a credit to the Consolidated
Statement of Comprehensive Income.
Investment in power projects
The Group, through its
subsidiary Chariot Transitional Power
France , holds a 10% investment in the
Essakane solar project, Burkina Faso. This investment is recognised
at fair value through profit and loss with any movement in fair
value subsequently recognised in the Consolidated Statement of
Comprehensive Income.
The investment is not held under a
'hold to collect' or 'hold to collect and sell' business model and
is therefore categorised as fair value through profit and
loss.
Further details on the investment
in power projects can be found in note 13.
Inventories
The Group's share of any material
and equipment inventories is accounted for at the lower of cost and
net realisable value. 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.
Inventory valuation is continually
reviewed against expected use in anticipated future drilling
campaigns. Obsolete or damaged inventory is expensed to the income
statement as identified.
Revenue
The group's revenue is derived from
one fixed price contract to provide desalinated water and therefore
the amount of revenue to be earned from the contract is determined
by reference to those fixed prices. Revenue on this contract is
recognised at the point that the desalinated water for each monthly
period has been provided to the customer.
Taxation
Income tax expense represents the
sum of the current tax and deferred tax charge for the
year.
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 substantively 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
Consolidated Statement of Comprehensive Income, 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 currencies
Transactions in foreign currencies
are translated into US Dollars at the exchange rate ruling at the
date of the transaction. Monetary assets and liabilities
denominated in foreign currencies are translated into US Dollars at
the closing rates at the reporting date and the exchange
differences are included in the Consolidated Statement of
Comprehensive Income.
The functional currency of the
Company and its subsidiaries is the US dollar, except for Chariot
Transitional Power France, Chariot Transitional Power Africa and
Chariot Transitional Power South Africa Pty Limited which have the
European Euro as their functional currency.
Translation gains or losses
resulting from the translation of the financial statements from the
functional currency to the presentation currency are recorded as a
foreign currency translation reserve in the Statement of Changes in
Equity.
Property, plant and equipment and
depreciation
Property, plant and equipment are
stated at cost or fair value on acquisition less depreciation and
impairment. As well as the purchase price, cost includes directly
attributable costs and the estimated present value of any future
unavoidable costs of dismantling, decommissioning and removing
items. The corresponding liability is recognised within provisions.
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.
Assets in the course of
construction are carried at cost, less any recognised impairment
loss. Depreciation of these assets, on the same basis as other
assets, commences when the assets are complete and ready for their
intended use.
Fixtures, fittings and office
equipment are depreciated using the straight line method over their
estimated useful lives over a range of 3 - 5 years.
Energy plant and equipment is
depreciated using the straight line method over their estimated
useful lives over a range of 5 - 20 years.
The carrying value of property,
plant and equipment is assessed annually and any impairment charge
is charged to the Consolidated Statement of Comprehensive
Income.
Goodwill
Goodwill represents the excess of
the cost of a business combination over the Group's interest in the
fair value of identifiable assets, liabilities and contingent
liabilities acquired.
Goodwill is initially recognised as
an asset at cost and is subsequently measured at cost less
accumulated impairment losses.
The Group tests goodwill annually
for impairment, or more frequently if there are indications that
goodwill might be impaired.
Share based payments
Where equity settled share awards
are awarded to employees or Directors, the fair value of the awards
at the date of grant is charged to the Consolidated Statement of
Comprehensive Income 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 awards that eventually vest.
Current equity settled share awards issued have no market vesting
conditions attached.
Where the terms and conditions of
awards are modified before they vest, the increase in the fair
value of the awards, measured immediately before and after the
modification, is also charged to the Consolidated Statement of
Comprehensive Income over the remaining vesting period.
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 Contributed
Equity.
For share-based payment
transactions with parties other than employees, the fair value of
an equity-settled share-based payment is based on the fair
value of the goods or services provided.
Basis of consolidation
Where the Company has control over
an investee, it is classified as a subsidiary. The Company controls
an investee if it has power over the investee and it is exposed to
variable returns from the investee and it has the ability to use
its power to affect those variable returns. Control is reassessed
whenever facts and circumstances indicate that there may be a
change in any of these elements of control. 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.
Non-controlling interests in the
net assets of consolidated subsidiaries are identified separately
from the Group's equity. Non-controlling interests consist of the
non-controlling shareholder's share of changes in equity. The
non-controlling interests' share of losses, where applicable, are
attributed to the non-controlling interests irrespective of whether
the non-controlling shareholders have a binding obligation and are
able to make an additional investment to cover the loss.
Business Combinations
Acquisitions of businesses are
accounted for using the acquisition method. The consideration
transferred in a business combination is measured at fair value,
which is calculated as the sum of the acquisition-date fair values
of assets transferred by the Group, liabilities incurred by the
Group to the former owners of the acquiree and the equity interest
issued by the Group in exchange for control of the acquiree.
Acquisition-related costs are recognised in profit or loss as
incurred.
Trade and other receivables
Trade and other receivables are
stated initially at fair value and subsequently at amortised
cost.
Financial instruments
The Group's financial assets
consist of a bank current account or short-term deposits at
variable interest rates and other receivables. Any interest earned
is accrued and classified as finance income.
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.
Joint arrangements
The group is a party to a joint
arrangement when there is a contractual arrangement that confers
joint control over the relevant activities of the arrangement to
the group and at least one other party. Joint control is assessed
under the same principles as control over subsidiaries.
The group classifies its interests
in joint arrangements as either:
- Joint ventures: where the group
has rights to only the net assets of the joint
arrangement;
- Joint operations: where the group
has both the rights to assets and obligations for the liabilities
of the joint arrangement.
In assessing the classification of
interests in joint arrangements, the Group considers:
- The structure of the joint
arrangement
- The legal form of joint
arrangements structured through a separate vehicle
- The contractual terms of the
joint arrangement agreement
- Any other facts and circumstances
(including any other contractual arrangements).
Joint ventures are initially
recognised in the consolidated statement of financial position at
cost, including long term shareholder loans as investments in joint
ventures. Subsequently, joint ventures are accounted for using the
equity method, where the Group's share of post-acquisition profits
and losses and other comprehensive income is recognised in the
consolidated statement of profit and loss and other comprehensive
income (except for losses in excess of the Group's investment in
the joint venture unless there is an obligation to make good those
losses). Where there is objective evidence that the investment in a
joint venture has been impaired the carrying amount of the
investment is tested for impairment in the same way as other
non-financial assets. The Group conducts some of its transitional
power and green hydrogen 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:
a) Areas of judgement
i.
Recoverability of exploration and evaluation
assets
Expenditure is capitalised as an
intangible asset by reference to appropriate geographic area and is
assessed for impairment against the criteria set out in IFRS 6 when
management assesses that circumstances suggest that the carrying
amount may exceed its recoverable value.
The making of this assessment
involves judgement concerning the Group's future plans and current
technical and legal assessments. In considering whether exploration
and evaluation assets are impaired, the Group considers various
impairment indicators and whether any of these indicates existence
of an impairment. If those indicators are met, a full impairment
test is performed. At 31 December 2023 the Group considers that no
formal indicators of impairment exist under the framework of IFRS 6
in respect of exploration and evaluation assets.
ii.
Accounting for business combinations
Judgment is required in determining
whether a transaction meets the criteria of a business combination
under IFRS 3, and whether the associated assets acquired are
identifiable and should be recorded separately from goodwill.
An acquisition qualifies as a business combination when the
assets and liabilities acquired include an input and a substantive
process that together significantly contribute to the ability to
create outputs.
b) Estimates and assumptions
i.
Impairment of goodwill
The assessment the carrying value of goodwill includes a number of judgements and estimates exercised by
management including assessment of future
discounted cashflows or fair value less costs to sell.
When value in use calculations are
undertaken, the Group estimates the expected future cashflows from
the asset and chooses a suitable discount rate to calculate the
present value of those cashflows. In undertaking these value in use
calculations, the Group is required to make use of estimates and
assumptions concerning the Group's future plans.
When fair value less costs to sell
calculations are undertaken, the Group uses earnings multiples
derived from observable market data from recent transactions within
the relevant sector.
At 31 December 2023 the Group has
not identified an impairment of goodwill.
ii.
Fair value of investments in power
projects
The assessment of the
fair value of the investment in the Essakane power
project includes a number of estimates
exercised by management including the
assessment of future discounted shareholder distribution cashflows
that will be made by the Essakane power project from cash resources
not retained for use locally.
The Group estimates the expected
future cashflows from the asset and chooses a suitable discount
rate to calculate the present value of those cashflows. In
undertaking this value in use calculation, the Group is required to
make use of estimates and assumptions concerning the Essakane power
project's future production and cashflow.
3 Revenue
|
31
December
2023
|
31
December
2022
|
|
US$000
|
US$000
|
|
|
|
Supply of desalinated
water
|
80
|
-
|
|
|
|
The group's revenue is derived from
one fixed price contract held by its Mauritian subsidiary Oasis
Water Limited to provide desalinated water in Djibouti.
4
Segmental analysis
Following the full year adoption of
the three pillars strategy, the Group has four reportable segments
being Transitional Gas, Transitional Power, Green Hydrogen and
Corporate costs (2022: three being Transitional Gas, Transitional
Power and Corporate). The operating results of each of these
segments are regularly reviewed by the Board of Directors in order
to make decisions about the allocation of resources and assess
their performance.
31
December 2023
|
Transitional
Gas
|
Transitional
Power
|
Green
Hydrogen
|
Corporate
|
Total
|
|
US$000
|
US$000
|
US$000
|
US$000
|
US$000
|
Revenue
|
-
|
80
|
-
|
-
|
80
|
Share based payments
|
-
|
(515)
|
-
|
(5,137)
|
(5,652)
|
Hydrogen and other
business development
costs
|
-
|
-
|
(1,285)
|
-
|
(1,285)
|
Administrative expenses
|
(703)
|
(2,456)
|
(324)
|
(5,197)
|
(8,680)
|
Finance income
|
73
|
24
|
-
|
105
|
202
|
Finance expense
|
(27)
|
-
|
-
|
(209)
|
(236)
|
Loss after taxation
|
(657)
|
(2,867)
|
(1,609)
|
(10,438)
|
(15,571)
|
Additions to non-current
assets
|
11,176
|
253
|
-
|
1,345
|
12,774
|
Total assets
|
66,077
|
1,866
|
-
|
6,702
|
74,645
|
Total liabilities
|
(1,324)
|
(387)
|
-
|
(4,056)
|
(5,767)
|
Net assets
|
64,753
|
1,479
|
-
|
2,646
|
68,878
|
31
December 2022
|
Transitional
Gas
|
Transitional
Power
|
Corporate
|
Total
|
|
US$000
|
US$000
|
US$000
|
US$000
|
Share based payments
|
-
|
(15)
|
(4,153)
|
(4,168)
|
Hydrogen and other
business development
costs
|
-
|
-
|
(1,704)
|
(1,704)
|
Administrative expenses
|
(516)
|
(2,521)
|
(5,441)
|
(8,478)
|
Finance income
|
12
|
-
|
62
|
74
|
Finance expense
|
-
|
(70)
|
(538)
|
(608)
|
Loss after taxation
|
(504)
|
(2,606)
|
(11,774)
|
(14,884)
|
Additions to non-current
assets
|
20,290
|
366
|
21
|
20,677
|
Total assets
|
54,158
|
1,474
|
11,982
|
67,614
|
Total liabilities
|
(5,227)
|
(203)
|
(1,127)
|
(6,557)
|
Net assets
|
48,931
|
1,271
|
10,855
|
61,057
|
5 Loss
from operations
|
31
December
2023
|
31
December
2022
|
|
US$000
|
US$000
|
Loss from operations is stated
after charging:
|
|
|
Depreciation of property, plant and
equipment
|
50
|
45
|
Depreciation of Right of Use
asset
|
435
|
427
|
Share based payments - Long Term
Incentive Scheme
|
4,652
|
3,661
|
Share based payments - Restricted
Share Unit Scheme
|
485
|
492
|
Share based payments - deferred
consideration
|
15
|
15
|
Share based payments - other
arrangements
|
500
|
-
|
Share of post-tax losses of joint
venture
|
17
|
14
|
Auditors' remuneration:
|
|
|
Fees payable to the Company's
Auditors for the audit of the Company's annual accounts
|
119
|
108
|
Audit of the Company's subsidiaries
pursuant to legislation
|
24
|
17
|
Total payable
|
143
|
125
|
6
Employment costs
Employees
|
31 December
2023
|
31 December
2022
|
|
US$000
|
US$000
|
Wages and salaries
|
4,613
|
3,863
|
Pension costs
|
459
|
413
|
Employee share based payments
arrangements
|
2,887
|
2,141
|
Sub-total
|
7,959
|
6,417
|
Capitalised to exploration
costs
|
(2,275)
|
(2,189)
|
Total
|
5,684
|
4,228
|
Key management personnel
|
31 December
2023
|
31 December
2022
|
|
US$000
|
US$000
|
Wages, salaries and fees
|
2,248
|
2,481
|
Social security costs
|
261
|
304
|
Pension costs
|
60
|
52
|
Benefits
|
12
|
9
|
Employee share based payments
arrangements
|
2,264
|
2,027
|
Sub-total
|
4,845
|
4,873
|
Capitalised to exploration
costs
|
(739)
|
(827)
|
Total
|
4,106
|
4,046
|
The Directors are the key
management personnel of the Group. Details of the Directors'
emoluments and interest in shares are shown in the Directors'
Remuneration Report.
7 Finance income and
expense
Finance income
|
31 December
2023
|
31 December
2022
|
|
US$000
|
US$000
|
Foreign exchange gain
|
103
|
9
|
Bank interest receivable
|
99
|
65
|
Total
|
202
|
74
|
Finance expense
|
31 December
2023
|
31 December
2022
|
|
US$000
|
US$000
|
Foreign exchange loss
|
193
|
581
|
Finance expense on lease
|
43
|
27
|
Total
|
236
|
608
|
8 Investments
The Company's principal subsidiary
undertakings at 31 December 2023 and 31 December 2022, excluding
dormant entities, were:
Subsidiary undertaking
|
Principal activity
|
Country of incorporation
|
Proportion of ownership at 31
December
|
Non-controlling interest
ownership at 31 December
|
|
|
|
2023
|
2022
|
2023
|
2022
|
Chariot Oil & Gas Investments
(Namibia) Limited
|
Holding company
|
Guernsey
|
100%
|
100%
|
-
|
-
|
Chariot Oil & Gas Investments
(Morocco) Limited
|
Oil and gas exploration
|
Guernsey
|
100%
|
100%
|
-
|
-
|
Chariot Oil and Gas Statistics
Limited
|
Service company
|
UK
|
100%
|
100%
|
-
|
-
|
Enigma Oil & Gas Exploration
(Proprietary) Limited1
|
Oil and gas exploration
|
Namibia
|
100%
|
100%
|
-
|
-
|
Chariot Oil & Gas Investments
(Brazil) Limited
|
Holding company
|
Guernsey
|
100%
|
100%
|
-
|
-
|
Chariot Brasil Petroleo e Gas
Ltda
|
Oil and gas exploration
|
Brazil
|
100%
|
100%
|
-
|
-
|
Chariot Oil & Gas Finance
(Brazil) Limited1
|
Service company
|
Guernsey
|
100%
|
100%
|
-
|
-
|
Chariot Oil & Gas Holdings
(Morocco) Limited
|
Oil and gas exploration
|
UK
|
100%
|
100%
|
-
|
-
|
Chariot Rissana Limited
|
Oil and gas exploration
|
UK
|
100%
|
100%
|
-
|
-
|
Chariot Transitional Power
Limited
|
Holding company and renewable
energy solutions
|
UK
|
100%
|
100%
|
-
|
-
|
Chariot Transitional Power Holdings
Limited 1
|
Holding company
|
UK
|
100%
|
100%
|
-
|
-
|
Chariot Transitional Power
France1
|
Holding company
|
France
|
100%
|
100%
|
-
|
-
|
Chariot Transitional Power
Africa1
|
Renewable energy
solutions
|
Mauritius
|
100%
|
100%
|
-
|
-
|
Chariot Transitional Power South
Africa (Pty) Ltd 1
|
Renewable energy
solutions
|
South Africa
|
100%
|
100%
|
-
|
-
|
Oasis Water Limited 1,
2
|
Renewable energy
solutions
|
Mauritius
|
74%
|
70%
|
26%
|
30%
|
Quantum Solar Limited
1
|
Holding company
|
UK
|
100%
|
100%
|
-
|
-
|
Chariot Green Hydrogen
Limited
|
Green hydrogen solutions
|
UK
|
100%
|
-
|
-
|
-
|
1Indirect shareholding of the
Company.
2 An immaterial increase in ownership arising from the
acquisition of ENEO Water PTE Limited's business and assets
including its minority holding in Oasis Water Limited.
9 Taxation
The Company is tax resident in the
UK, however no tax charge arises due to taxable losses for the year
(31 December 2022: US$Nil).
No taxation charge arises in
Morocco or the group subsidiaries as they have recorded taxable
losses for the year.
There was no deferred tax charge or
credit in either period presented.
Factors affecting
the tax charge for the current year
The reasons for the difference
between the actual tax charge for the year and the standard rate of
corporation tax in the UK applied to losses for the year are as
follows:
|
31 December
2023
|
31 December
2022
|
|
US$000
|
US$000
|
Tax reconciliation
|
|
|
Loss on ordinary activities for the
year before tax
|
(15,571)
|
(14,884)
|
Loss on ordinary activities at the
small profits rate of corporation tax in the UK of 19% (31 December
2022: 19%)
|
(2,958)
|
(2,828)
|
Non-deductible expenses
|
1,153
|
881
|
Deferred tax effect not
recognised
|
1,805
|
1,947
|
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 total US$12.4
million (31 December 2022: US$10.6 million). Deferred tax assets
were not recognised as there is uncertainty regarding the timing of
future profits against which these assets could be
utilised.
10 Loss per share
The calculation of basic loss per
Ordinary share attributable to the equity holders of the parent is
based on a loss of US$15,578,000 (31 December 2022: loss of
US$14,882,000) and on 1,007,791,040 Ordinary shares (31 December
2022: 891,215,431) being the weighted average number of Ordinary
shares in issue during the year. Potentially dilutive share awards
are detailed in note 27, however these do not have any dilutive
impact as the Group reported a loss for the year, consequently a
separate diluted loss per share has not been presented.
11 Exploration and evaluation
assets
|
31 December
2023
|
31 December
2022
|
|
US$000
|
US$000
|
Net
book value brought forward
|
51,795
|
31,750
|
Additions
|
11,161
|
20,286
|
Transferred to inventory
|
-
|
(241)
|
Net
book value carried forward
|
62,956
|
51,795
|
The Group has two cost pools being
the Offshore Moroccan geographical area and the Onshore Moroccan
geographical area. As at 31 December 2023 the net book value of the
Offshore Moroccan geographical area US$61.8 million (31 December
2022: US$51.8 million), and the Onshore Moroccan geographical area
US$ 1.2 million (31 December 2022: US$NIL).
On 7 December 2023 the Group
announced a Sale and Purchase Agreement to sell a portion of its
interest in, and transfer operatorship of the Lixus Offshore
Licence, where the Anchois gas development
project is located, and the Rissana Offshore licence
in Morocco, to Energean plc group
("Energean"). As further detailed in note 29, completion of the agreement was announced on 10 April
2024.
12 Goodwill
|
Goodwill
|
|
US$000
|
Gross carrying amount at 31 Dec 2021
|
380
|
Balance at 31 Dec 2022 and 31 Dec 2023
|
380
|
The goodwill balance US$380,000
relates to the acquisition of Africa Energy Management Platform in
2021 and reflects the intellectual property, management team and
customer relationships acquired through the business combination
now contained in the Transitional Power segment.
The Group tests cash-generating
units with goodwill annually for impairment, or more frequently if
there is an indication that a cash-generating unit to which
goodwill has been allocated may be impaired. The recoverable amount
of a cash generating unit is the higher of the cash-generating
unit's fair value less cost of disposal and its
value-in-use.
Fair value less cost of disposal
has been used to assess the recoverable amount of the Group's
goodwill. Fair value less cost of disposal is determined using
earnings multiples derived from observable market data from recent
transactions within the solar and wind sector. The fair value
measurement is categorised as a level 2 fair value based on the
inputs in the valuation techniques used.
13 Investment in power
projects
|
31 December
2023
|
31 December
2022
|
|
US$000
|
US$000
|
Essakane power project
|
334
|
448
|
The Group's investment in power
projects represents its 10% project equity holding in the Essakane
power project. The investment is fair valued at each reporting date
and has been classified within level 3 of the hierarchy (as defined
in IFRS 13) as the investment is not traded and contains
unobservable inputs. Due to the nature of the investment, it is
always expected to be classified as level 3. There have been no
transfers between levels during the year ended 31 December
2023.
Valuations are derived using a
discounted cash flow methodology and reflect the annual forecast
shareholder distributions resulting from net available cash of the
Essakane power project over its lifetime, and a risk adjusted
discount rate.
Significant unobservable input
|
Sensitivity of the fair value measurement to
input
|
Discount rate
|
An increase in the discount rate
would decrease the fair value and a decrease in the discount rate
would increase the fair value of the asset.
|
Shareholder distributions
|
An increase in the forecast
shareholder distributions would increase the fair value and a
decrease in the forecast shareholder distributions would decrease
the fair value of the asset.
|
The sensitivities above are assumed
to be independent of each other. There were no changes to valuation
techniques in the period.
14 Non-controlling
interests
Oasis Water Limited, a subsidiary
of the Group, has immaterial non-controlling interests (NCI).
Summarised financial information in relation to Oasis Water
Limited, before intra-group eliminations, is presented below
together with amounts attributable to NCI:
For
the period ended 31 December
|
31 December
2023
|
31 December
2022
|
|
US$000
|
US$000
|
Revenue
|
80
|
-
|
Administrative expenses
|
(52)
|
(6)
|
Profit/ (Loss) before and after tax
|
28
|
(6)
|
|
|
|
Profit/ (Loss) allocated to NCI
|
7
|
(2)
|
Other comprehensive income allocated
to NCI
|
-
|
-
|
Total comprehensive income/ (loss) allocated to
NCI
|
7
|
(2)
|
|
|
|
Cash inflows from operating
activities
|
25
|
216
|
Cash outflows from investing
activities
|
(380)
|
(215)
|
Cash inflows from financing
activities
|
390
|
-
|
Net
cash inflows
|
35
|
1
|
|
|
|
As
at 31 December
|
|
|
|
|
|
Assets
|
|
|
Property plant and
equipment
|
580
|
348
|
Trade and other
receivables
|
29
|
1
|
Cash and cash
equivalents
|
36
|
1
|
|
|
|
Liabilities
|
|
|
Trade and other payables
|
(621)
|
(355)
|
|
|
|
Accumulated non-controlling interests
|
5
|
(2)
|
15 Joint Ventures
At 31 December 2023 the Group has a
24.99% interest in, Etana Energy (Pty) Limited, which is a separate
structured vehicle incorporated and operating in South Africa. The
primary activity of Etana Energy (Pty) Limited is to hold an
electricity trading licence. The contractual arrangement provides
the group with only the rights to the net assets of the joint
arrangement, with the rights to the assets and obligation for
liabilities of the joint arrangement resting primarily with Etana
Energy (Pty) Limited. Under IFRS 11 this joint arrangement is
classified as a joint venture and has been included in the
consolidated financial statements using the equity
method.
Summarised financial information
Period ended 31 December
|
2023
|
2022
|
|
US$000
|
US$000
|
Loss from continuing
operations
|
(69)
|
(57)
|
Other comprehensive
income
|
-
|
-
|
Total comprehensive (loss)/ income (100%)
|
(69)
|
(57)
|
Group's share of comprehensive(loss)/ income
(24.99%)
|
(17)
|
(14)
|
|
|
|
Investments in equity-accounted joint
ventures
|
|
|
Opening balance
|
5
|
-
|
Shareholder loan to Etana in the
year
|
70
|
19
|
Group's share of comprehensive
income for the year
(included in administrative
expenses)
|
(17)
|
(14)
|
Closing balance
|
58
|
5
|
As detailed in note 29, in the post
balance sheet period the Group increased its interest in Etana
Energy (Pty) Limited to 49%. Following the transaction the Group will continue to account
for its interest using the equity method.
16 Property, plant and
equipment
|
Fixtures, fittings and
equipment
|
Energy plant and
equipment
|
Assets in the course of
construction
|
Total
|
|
|
|
|
|
|
US$000
|
|
US$000
|
US$000
|
Cost
|
|
|
|
|
At
1 January 2022
|
1,428
|
-
|
-
|
1,428
|
Additions
|
40
|
-
|
349
|
389
|
At
31 December 2022
|
1,468
|
-
|
349
|
1,817
|
|
|
|
|
|
At
1 January 2023
|
1,468
|
-
|
349
|
1,817
|
Additions
|
22
|
-
|
246
|
268
|
Transfer on completion of
construction
|
-
|
595
|
(595)
|
-
|
At
31 December 2023
|
1,490
|
595
|
-
|
2,085
|
|
|
|
|
|
Depreciation
|
|
|
|
|
At
1 January 2022
|
1,344
|
-
|
-
|
1,344
|
Charge
|
45
|
-
|
-
|
45
|
At
31 December 2022
|
1,389
|
-
|
-
|
1,389
|
|
|
|
|
|
At
1 January 2023
|
1,389
|
-
|
-
|
1,389
|
Charge
|
35
|
15
|
|
50
|
At
31 December 2023
|
1,424
|
15
|
-
|
1,439
|
|
|
|
|
|
|
|
|
|
|
Net book value 1 January 2022
|
84
|
-
|
-
|
84
|
Net book value 31 December 2022
|
79
|
-
|
349
|
428
|
Net book value 31 December 2023
|
66
|
580
|
-
|
646
|
The net book value of energy plant
and equipment relates to the operational desalination plant in
Djibouti owned by a subsidiary of the group, Oasis Water Limited
whose results are reported within the Transitional Power
segment.
17 Trade and other
receivables
|
31 December
2023
|
31 December
2022
|
|
US$000
|
US$000
|
Other receivables and
prepayments
|
1,263
|
755
|
The fair value of trade and other
receivables is equal to their book value.
18 Inventory
|
31 December
2023
|
31 December
2022
|
|
US$000
|
US$000
|
Wellheads and casing
|
1,808
|
1,424
|
Inventory is held and retained for use in future drilling
campaigns.
19 Cash and cash
equivalents
|
31 December
2023
|
31 December
2022
|
Analysis by currency
|
US$000
|
US$000
|
US Dollar
|
4,449
|
5,475
|
Euro
|
121
|
209
|
Sterling
|
1,315
|
6,254
|
Moroccan Dirham
|
19
|
51
|
Other
|
112
|
63
|
|
6,016
|
12,052
|
As at 31 December 2023 US$4.6
million of US Dollar and Sterling cash is held in UK and Guernsey
bank accounts. All other cash balances are held in the relevant
country of operation.
As at 31 December 2023, the cash
balance of US$6.0 million (31 December 2022: US$12.1 million)
contains the following cash deposits that are secured against bank
guarantees given in respect of exploration work to be carried
out:
|
31 December
2023
|
31 December
2022
|
|
US$000
|
US$000
|
Moroccan licences
|
1,050
|
750
|
|
1,050
|
750
|
The funds are freely transferable
but alternative collateral would need to be put in place to replace
the cash security.
20
Leases
The lease relates to the UK office.
The group renegotiated the contractual terms of the lease during
the year which increased the lease term by three years (2022:
renegotiated a one-year extension). The lease liability was
remeasured using the discount rate applicable on the modification
date, with the right-of-use asset being adjusted by the same
amount.
Right-of-use asset:
|
31 December
2023
|
31 December
2022
|
|
US$000
|
US$000
|
Brought forward
|
332
|
328
|
Effect of modification to lease
terms
|
1,345
|
431
|
Depreciation
|
(435)
|
(427)
|
Carried forward
|
1,242
|
332
|
Lease liability:
|
31 December
2023
|
31 December
2022
|
|
US$000
|
US$000
|
Current
|
430
|
359
|
Non-current
|
908
|
-
|
Total lease liability
|
1,338
|
359
|
The interest expense on lease
liabilities during the year to 31 December 2023 was US$43,000
(2022: US$27,000) and the total cash outflow was US$475,000 (2022:
US$501,000).
The maturity analysis of the lease
liability at 31 December 2023 is as follows:
|
31 December
2023
|
31 December
2022
|
|
US$000
|
US$000
|
Maturity analysis - contractual undiscounted
cashflows
|
|
|
Less than one year
|
522
|
372
|
Between one and two
years
|
522
|
-
|
Between two and three
years
|
436
|
-
|
Total undiscounted lease liabilities
|
1,480
|
372
|
Effect of interest
|
(142)
|
(13)
|
Total lease liability
|
1,338
|
359
|
21 Trade and other
payables
|
31 December
2023
|
31 December
2022
|
|
US$000
|
US$000
|
Trade payables
|
2,229
|
2,264
|
Accruals
|
2,200
|
3,934
|
|
4,429
|
6,198
|
The fair value of trade and other
payables is equal to their book value.
22 Share capital
|
Allotted, called up and fully
paid
|
|
31 December
2023
|
31 December
2023
|
31 December
2022
|
31 December
2022
|
|
Number
|
US$000
|
Number
|
US$000
|
Ordinary shares of 1p each1
|
1,073,269,384
|
15,714
|
959,841,091
|
14,263
|
1. The
authorised and initially allotted and issued share capital on
admission (19 May 2008) has been translated at the historic rate of
US$GBP of 1.995. The shares issued since admission have been
translated at the date of issue, or, in the case of share awards,
the date of grant and not subsequently retranslated.
Details of the
Ordinary shares issued are in the table below:
Date
|
Description
|
Price US$
|
No. of
shares
|
|
|
|
|
31
December 2021
|
|
|
759,587,023
|
|
|
|
|
31 January 2022
|
Issue of shares at £0.055 relating
to underwriting commitment
|
0.07
|
33,742,396
|
3 March 2022
|
Issue of shares at £0.055 relating
to underwriting commitment
|
0.07
|
33,742,396
|
13 June 2022
|
Issue of shares at £0.18 in Placing,
Subscription, Open Offer and fees
|
0.22
|
130,930,606
|
10 August 2022
|
Issue of share award
|
0.08
|
833,333
|
10 August 2022
|
Issue of share award
|
0.30
|
18,533
|
10 August 2022
|
Issue of share award
|
0.30
|
212,000
|
10 August 2022
|
Issue of share award
|
0.10
|
72,463
|
10 August 2022
|
Issue of share award
|
0.16
|
109,795
|
15 September 2022
|
Issue of share award
|
0.50
|
70,098
|
15 September 2022
|
Issue of share award
|
0.12
|
76,313
|
15 September 2022
|
Issue of share award
|
0.20
|
76,313
|
15 September 2022
|
Issue of share award
|
0.05
|
119,438
|
15 September 2022
|
Issue of share award
|
0.23
|
137,050
|
21 October 2022
|
Issue of share award
|
0.12
|
13,750
|
21 October 2022
|
Issue of share award
|
0.20
|
11,250
|
21 October 2022
|
Issue of share award
|
0.19
|
9,343
|
12 December 2022
|
Issue of share award
|
0.20
|
16,250
|
12 December 2022
|
Issue of share award
|
0.05
|
43,750
|
12 December 2022
|
Issue of share award
|
0.21
|
18,991
|
|
|
|
|
31
December 2022
|
|
|
959,841,091
|
|
|
|
|
24 February 2023
|
Issue to ENEO Water PTE
Limited
|
0.22
|
2,267,694
|
17 April 2023
|
Issue of contingent consideration
for acquisition of AEMP
|
0.07
|
1,585,678
|
3 August 2023
|
Issue of shares at £0.14 in Placing,
Subscription, Open Offer and fees
|
0.18
|
106,246,564
|
17 August 2023
|
Issue of share award
|
0.08
|
1,333,334
|
17 August 2023
|
Issue of share award
|
0.22
|
1,332,095
|
17 August 2023
|
Issue of share award
|
0.18
|
662,928
|
|
|
|
|
|
|
|
|
31
December 2023
|
|
|
1,073,269,384
|
23
Other components of equity
The details of other components of
equity are as follows:
|
Contributed
equity
|
Shares to be issued
reserve
|
Foreign exchange
reserve
|
Total
|
|
US$000
|
US$000
|
US$000
|
US$000
|
|
|
|
|
|
As
at 1 January 2022
|
796
|
142
|
-
|
938
|
|
|
|
|
|
Loss for the year
|
-
|
-
|
-
|
-
|
Other comprehensive loss
|
-
|
-
|
(3)
|
(3)
|
Loss and total comprehensive loss
for the year
|
-
|
-
|
(3)
|
(3)
|
|
|
|
|
|
As
at 31 December 2022
|
796
|
142
|
(3)
|
935
|
|
Contributed
equity
|
Shares to be issued
reserve
|
Foreign exchange
reserve
|
Total
|
|
US$000
|
US$000
|
US$000
|
US$000
|
|
|
|
|
|
As
at 1 January 2023
|
796
|
142
|
(3)
|
935
|
|
|
|
|
|
Loss for the year
|
-
|
-
|
-
|
-
|
Other comprehensive loss
|
-
|
-
|
(14)
|
(14)
|
Loss and total comprehensive loss
for the year
|
-
|
-
|
(14)
|
(14)
|
Transfer of reserves due to lapsed
share based deferred consideration
|
-
|
(142)
|
-
|
(142)
|
As
at 31 December 2023
|
796
|
-
|
(17)
|
779
|
24 Reserves
The following
describes the nature and purpose of each reserve within owners'
equity:
Reserve
|
Description and purpose
|
|
|
Share capital
|
Amount subscribed for share capital
at nominal value.
|
Share premium
|
Amount subscribed for share capital
in excess of nominal value.
|
Share based payments
reserve
|
Amount representing the cumulative
charge recognised under IFRS2 in respect of share option, LTIP and
RSU schemes.
|
Contributed equity
|
Amount representing equity
contributed by the shareholders
|
Shares to be issued
reserve
|
Deferred consideration on
acquisition recognised in equity
|
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.
|
25 Related party
transactions
Key management personnel comprises
the Directors and details of their remuneration and shareholding
are set out in note 6 and the Directors' Remuneration
Report.
Kinsella Consulting Limited, a
company of which Adonis Pouroulis is a Director, incurred costs on
behalf of Chariot Limited for which it was reimbursed during the
year of US$1,706 (31 December 2022: US$18,452). The amount
outstanding as at 31 December 2023 was US$Nil (31 December 2022:
US$Nil).
As detailed in note 28, on 1
January 2024 the Group completed its acquisition of Neura Group's interest in Etana Energy (Pty) Limited.
Adonis Pouroulis beneficially controls 28.21% of
the total voting rights in the Neura Group.
26 Financial instruments
The Board of Directors determine,
as required, the degree to which it is appropriate to use financial
instruments or other hedging contracts or techniques to mitigate
risk. Throughout the year ending 31 December 2023, no trading in
financial instruments was undertaken (31 December 2022: US$Nil).
There is no material difference between the book value and fair
value of the Group cash balances, short-term receivables and
payables.
Market
risk
Market risk arises from the Group's
use of interest bearing and foreign currency financial instruments.
It is the risk that future cashflows of a financial instrument will
fluctuate because of changes in interest rates (interest rate risk)
and foreign exchange rates (currency risk). Throughout the year,
the Group has held surplus funds on deposit, principally with its
main relationship bank Barclays, on fixed short-term deposits. The
credit ratings of the main relationship bank the Group holds cash
with do not fall below A or equivalent. 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 the impact of 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.
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, Euro and
Moroccan Dirham to meet other non-US Dollar industry costs and
ongoing corporate and overhead commitments.
At the year end, the Group had cash
balances of US$6.0 million (31 December 2022: US$12.1 million) as
detailed in note 19.
Other than the non-US Dollar cash
balances described in note 19, no other material financial
instrument is denominated in a currency other than US Dollars. A
10% adverse movement in exchange rates would lead to a foreign
exchange loss of US$157,000 and a 10% favourable movement in
exchange rates would lead to a corresponding gain; the effect on
net assets would be the same as the effect on profits (31 December
2022: US$658,000).
Capital
In managing its capital, the
Group's primary objective is to maintain a sufficient funding base
to enable it to meet its working capital and strategic investment
needs. For further details of the Group's position, please refer to
the going concern paragraph in note 2 of these accounts.
Liquidity
risk
The Group's practice is to
regularly review cash needs and to place excess funds on fixed term
deposits. 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.
For further details of the Group's
position, please refer to the going concern paragraph in note 2 of
these accounts.
Credit risk
The 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 Group will put in place measures that it has assessed as
prudent to mitigate the risk of default by the other party. This
could consist of instruments such as bank guarantees and parent
company guarantees.
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.
27 Share based payments
Long Term Incentive
Scheme ("LTIP")
The plan provides for the awarding
of shares to employees and Directors for nil consideration. The
award will lapse if an employee or Director leaves
employment.
Shares granted when an individual
is an employee will vest in equal instalments over a three year
period from the grant date and shares granted when an individual is
a Director or otherwise specified will vest three years from the
end of the year or period the period to which the award
relates.
The Group recognised a charge under
the plan for the year to 31 December 2023 of US$4,652,000 (31
December 2022: US$3,661,000).
The following table sets out
details of all outstanding share awards under the LTIP:
|
31 December
2023
|
31 December
2022
|
|
Number of
awards
|
Number of
awards
|
Outstanding at beginning of the year
|
68,538,410
|
28,242,865
|
Granted during the year
|
8,413,066
|
40,888,091
|
Shares issued for no consideration
during the year
|
(3,328,357)
|
(592,546)
|
Lapsed during year
|
(500,000)
|
-
|
Outstanding at the end of the year
|
73,123,119
|
68,538,410
|
Exercisable at the end of the year
|
32,187,495
|
14,754,985
|
Non-Executive Directors' Restricted Share Unit Scheme
("RSU")
The plan provides for the awarding
of shares to Non-Executive Directors for nil consideration. An
award can be Standalone or Matching.
Standalone share awards are one-off
awards to Non-Executive Directors which will vest in equal
instalments over a three year period and will lapse if not
exercised within a fixed period on stepping down from the
Board.
Matching share awards will be
granted equal to the number of existing Chariot shares purchased by
the Non-Executive Director in each calendar year capped at the
value of their gross annual fees for that year. The shares will
vest in equal instalments over a three year period and will lapse
if not exercised prior to stepping down from the Board or if the
original purchased shares are sold prior to the vesting of the
relevant Matching award. Any potential Matching awards not granted
in a calendar year shall be forfeited and shall not roll over to
subsequent years.
The Group recognised a charge under
the plan for the year to 31 December 2023 of US$485,000 (31
December 2022: US$492,000).
The following table sets out
details of all outstanding share awards under the RSU:
|
31 December
2023
|
31 December
2022
|
|
Number of
awards
|
Number of
awards
|
Outstanding at beginning of the year
|
11,037,280
|
8,755,156
|
Granted during the year
|
427,723
|
3,528,248
|
Lapsed
|
(4,880,210)
|
|
Shares issued for no consideration
during the year
|
-
|
(1,246,124)
|
Outstanding at the end of the year
|
6,584,793
|
11,037,280
|
Exercisable at the end of the year
|
2,300,602
|
4,251,485
|
Post-acquisition
share-based payment charges
Africa Energy
Management Platform ("AEMP")
During the year, contingent
payments settled through the issue of 1,588,678 new ordinary shares
were made to key members of the Chariot Transitional Power Africa
team regarding the acquisition
of the business of Africa Energy
Management Platform in June 2021.
Retention and target conditions
attached to the issuance of the remaining contingent payments were
extended until 22 March 2024. The modification of the non-market
performance and retention conditions did not impact the fair value
after the modification. As at 31 December
2023 remaining contingent payments representing a maximum of
2,378,514 new ordinary shares are payable to the same key members
of the Chariot Transitional Power Africa team. These contingent payments have been
recognised as share-based payments in the Consolidated Statement of
Comprehensive Income over the retention period.
The Group recognised a charge of
US$15,000 in the year to 31 December 2023 (31 December 2022:
$15,000).
Other share-based payments arrangements
ENEO Water PTE Limited
("ENEO")
On 27 January 2023 the group
entered into an agreement for the acquisition of the business and
loan receivable assets of an independent water producer, ENEO Water
PTE Limited, an African company founded and partially owned by key
members of the Chariot Transitional Power Africa team, focused on
delivering clean water solutions using renewable energy.
On 24 February 2023, the Company
issued 2,267,694 new ordinary shares to ENEO Water Pte Limited for
the successful financial close of the Djibouti water project,
recognising a charge of US$0.5 million in
the year to 31 December 2023.
The agreement includes contingent
payments linked to the achievement of financial close on pipeline
projects payable in Chariot Ordinary shares. As at 31 December 2023
remaining contingent payments representing a maximum of 1,824,595
new ordinary shares are potentially payable to ENEO Water Pte
Limited.
28
Contingent liabilities
From 30 December 2011 the Namibian
tax authorities introduced a withholding tax of 25% on all services
provided by non-Namibian entities which are received and paid for
by Namibian residents. From 30 December 2015 the withholding tax
was reduced to 10%. As at 31 December 2023, based upon independent
legal and tax opinions, the Group has no withholding tax liability
(31 December 2022: US$Nil). Any subsequent exposure to Namibian
withholding tax will be determined by how the relevant legislation
evolves in the future and the contracting strategy of the
Group.
29
Events after the balance sheet date
The Directors consider these events
to be non-adjusting post balance sheet events.
Completion of partnering agreement with Energean Group
plc
On 7 December 2023 the Group
announced a Sale and Purchase Agreement to sell a portion of its
interest in, and transfer operatorship of the Lixus Offshore
Licence, where the Anchois gas development
project is located, and the Rissana Offshore licence
in Morocco, to Energean plc group
("Energean"). Completion of the agreement
occurred in the post balance sheet period and was announced on 10
April 2024.
Following the post balance sheet
completion, the Group's interest in the Lixus licence is 30%
(Energean: 45%) and in the Rissana licence is 37.5% (Energean:
45%). The Office National des Hydrocarbures et des Mines retains
its 25% carried interest in both licences.
The Group received US$10 million on
completion of the transaction, and will receive a further US$15
million subject to reaching Anchois Final Investment Decision
("FID"), and a US$85 million gross carry including all Lixus costs
up to FID which is repayable from 50% of Chariot's future net sales
revenues from the Lixus licence with a coupon of 7% over the one
year Secured Overnight Financing Rate (SOFR). Planned Rissana seismic acquisition costs are separately
capped at US$7 million.
Following completion of the Anchois
well, Energean have the right to acquire a further 10% of the
group's equity in the Lixus licence for US$50 million 5-year zero
coupon convertible loan note with a strike price of £20 adjusted
down for dividends or issuance of three million Energean plc
shares, at the group's option on FID, a US$850 million gross
development carry to first gas (including the US$85 million gross
carry), and a 7% royalty payment on Energean's gas production
revenues in excess of a base hurdle on the realised gas price (post
transportation costs).
Increased holding in Etana
Energy (Pty) Limited
On 1 January 2024 the Group
completed the transaction to increase its holding in Etana Energy
(Pty) Limited from 24.99% to 49%. Contemporaneously, H1 Holdings
(Pty) Limited ("H1") has increased its holding from 26% to 51%. The
transaction involves the Group and H1 in substance acquiring the
49% interest in Etana Energy (Pty) Limited previously held by the
Neura Group, on identical pro rata terms
Upfront net cash consideration of
US$0.3 million was paid on completion with a further net
c.US$0.7 million paid in April 2024.
Future success based contingent
payments are payable of net c.US$1.6 million on financial
close of a 250MW generation project and a further consideration of
net c.US$2.6 million payable in 2028, subject to further
significant generation projects reaching financial
close.
Following the transaction the Group
will continue to account for its interest in Etana Energy (Pty)
Limited in the consolidated financial statements using the equity
method.