31 May 2024
Nostra
Terra Oil and Gas Company Plc
("Nostra Terra" or "the Company")
2023
Audited Annual Results
Notice
of AGM
Nostra Terra (AIM: NTOG), the oil
& gas exploration and production company with a portfolio of
development and production assets in Texas, USA, is pleased to
announce its final results for the year ended 31 December 2023 (the
"Results"). A copy of the Results, along with a Notice of AGM, is
being posted to Shareholders and is available on the Company's
website, www.ntog.co.uk . The AGM will be held at the offices of
Druces LLP at Salisbury House, London Wal, London EC2M 5PS at 10.00
a.m. on 27 June 2024. Extracts from the Results are set out
below.
This announcement contains
information for the purposes of Article 7 of the EU Regulation
596/2014.
For further information,
contact:
Nostra Terra Oil and Gas Company
plc
Paul Welch, CEO
|
Tel:
|
+1 214 234 3306
|
Beaumont Cornish
Limited
(Nominated Adviser)
James Biddle/ Roland
Cornish
|
Tel:
|
+44 (0) 20 7628
3396
|
Novum Securities Limited
(Broker)
Jon Belliss
|
Tel:
|
+44 (0) 207 399 9425
|
Extracts of the Results are set out
below:
Chairman's Report
2023 - A year of reflection and change.
It is my pleasure to introduce
Nostra Terra Oil & Gas Company PLC's annual report for the year
ending 31 December 2023.
Over the past year, we have seen
an escalation in turmoil across the globe, with the start-up of a
conflict in the Middle East while the war in Ukraine continued
unabated. Against this uncertain macro backdrop, the Company
maintained its focus on its US domestic market activities with a
renewed emphasis on cost controls and cash flow generation.
This was important because oil prices were generally flat for the
year while inflation increased our overall cost base.
The Company didn't drill or
participate in any new wells in 2023 but did benefit from a
favourable ruling from the Texas Railroad Commission on the Fouke
Field. The Commission approved the operator's request to
increase the field allowable production rate from 82 bopd to 124
bopd, allowing these wells to maintain their high production
rates. As a result, the Company negotiated an agreement to
review the existing 3D seismic data over the Pine Mills acreage and
beyond, some 88,000 acres, looking for new opportunities similar to
Fouke. This technical work is now nearing completion, and I'm
optimistic about the results and the potential for further
development opportunities in and around our Pine Mills
asset.
Also, in line with our strategy
for 2023, the treatment facilities at Pine Mills were expanded to
increase their water handling and injection capabilities.
These are mature facilities, and due to the high-oil price
environment in 2022, a year in which we saw our highest corporate
production levels, some maintenance activity was deferred. This
work is almost complete, and I anticipate increasing volumes from
the legacy Pine Mills wells in 2024.
Overall, 2023 was a year in which
we undertook activities focused on improving our cost structure and
technical understanding of our asset base. We also initiated
reviews of each asset within the portfolio to determine whether
they generated sufficient cash flow to be retained and, if not,
what could be done to improve their performance. This work
continues today, and I anticipate changes in the asset portfolio in
2024 that will enhance the Company's overall
profitability.
The WAFD capital facility provided
to Nostra Terra has been a valuable tool for the business, allowing
us to undertake a range of activities without shareholder dilution.
However, the increase in interest rates has raised the cost of this
facility, and we plan to reduce our outstanding balance over the
course of 2024. This reduction will allow us to continue reducing
our overall operating costs and improve our
profitability.
Finally, post-period, Matt
Lofgran, our long-serving CEO, stepped down to pursue other
activities beyond NTOG. I wish him the best in his future
activities. I was pleased that Paul Welch, a current member of the
board and someone with a deep understanding of NTOG and the sector,
agreed to take up the role. I look forward to working with
Paul on the next phase of NTOG's development.
As always, I want to thank you for
your continuing support throughout the last year.
Dr Stephen Staley
Non-Executive Chairman
31 May 2024
Chief Executive Officer's Report
In 2023, the Company focused on
creating new opportunities from its existing asset base whilst
reviewing asset performance. This was done to increase
corporate cash flows in a flat commodity price environment with
increased costs due to inflation.
The continued success in the Fouke
area indicated that there was potentially a significant yet
undeveloped opportunity in our Pine Mills asset. This led us to
enter into a strategic agreement with our partner in the Fouke
wells, providing the Company with access to 80,000 acres (324
km2) of 3D seismic to locate Fouke analogue locations.
The first results of this undertaking are now being received. The
initial focus of this effort was on the Pine Mills field acreage,
where the Company has a 100% working interest. I expect that
we will have several locations to develop, subject to additional
funding, in the very near term.
In addition to this technical
effort, we took an opportunity to invest in the Pine Mills
facilities to improve their efficiency and their ability to handle
increased fluid volumes in the future. This will allow any
future Fouke analogue wells to be tied in immediately after
drilling, should they be successful. This is especially
important because, as Steve mentioned, our partner successfully
increased the field allowable to +120 bopd, making any future Fouke
well potentially 50% more productive.
Finally, we initiated an asset
performance review to better understand how efficiently the assets
were contributing to our cash flow generation and what could be
done to improve their performance. This review is still underway
today, but early indications suggest that several assets can be
significantly improved while others probably cannot. Once
concluded, I anticipate that the changes we make in our investment
activities will enhance our ability to generate cash flow from our
asset base more efficiently.
Revenues for the year were
$2,816,000, a 30% decrease from $4,021,000 in 2022. This reflects a
combination of a 13% decrease in production sales and a
deterioration in the commodity price environment (average $73.38
per barrel sold in 2023 compared to $91.17 in 2022). Gross profit
before non-cash items (depreciation, depletion, and amortization)
was $1,408,000, a reduction from $2,242,000 in 2022.
United States
All of Nostra
Terra's
operations in the US target conventional reservoirs (i.e., not
shale), typically with lower lifting costs and longer-life reserves
than unconventional ones.
Area
|
2023
Production
(Barrels sold)
|
Percentage of Portfolio by sales
|
East
Texas
|
33,375
|
87.0%
|
West
Texas
|
3,347
|
8.7%
|
South
Texas
|
1,651
|
4.3%
|
East Texas (33- 100%
WI)
Nostra Terra's core asset is the Pine Mills
Field (100% WI), which provides a baseline of low decline
production of +/- 70 bopd. In 2023, production from the area
accounted for 87% of the Company's sales. Production remained flat
throughout the year from the core producing area. Within this
core, the search for the Fouke analogue wells was initiated in
2023.
Chief Executive Officer's Report
(continued)
West Texas (50 - 100%
WI)
In 2023, production from the area
accounted for 8.7% of the Company's sales (50-75% WI). During 2023,
the Company completed a technical study of the completion
operations and found that offset water injection had created a
series of high-pressured water-filled zones that were frac'd when
the Grant East #1 (GE#1) well was completed. The fluid
contribution from these zones made the completion of the GE#1
subeconomic and a challenge for the remainder of the locations
within the Grant East acreage. As a result, post-period, the Grant
East lease was not renewed for another year.
South Texas (100% WI)
The Caballos Creek asset,
comprising two leases, did not perform well in 2023.
Numerous equipment and technical issues caused
problems, and after a detailed review of the operations, NTOG
decided not to invest further in these assets and is now actively looking to
divest them.
Senior Lending Facility
The facility is currently close
to its maximum
level of US$4,250,000. As Steve mentioned, the cost of this facility has
increased as interest rates have risen, and it's the desire of the
BOD to decrease the cost of this facility throughout 2024 with a
reduction in the facility amount and a forecast decrease in
interest rates. The facility is a valuable tool for our
business, but
with the change in interest rates,
its costs are higher than I would
like. The planned reduction in size will free up cash in future
periods that can be
invested more
efficiently into the assets.
Outlook
The Company intends to focus on reducing costs
and generating cash flow from its existing asset
base. Additionally, we intend to complete our technical studies and
asset reviews and take the appropriate actions to improve the
performance of our assets. Finally, we intend to reduce the
Company's debt
levels, further reducing our operating costs, with any cash surplus
being used to grow our production volumes
efficiently.
I'm very grateful for
the warm reception that I've received from our
shareholders since my arrival. It's been much appreciated.
On behalf of the entire team at Nostra
Terra, I want to thank you for your
support, and I look forward to
delivering value to everyone in the future.
Paul Welch
Chief Executive Officer
31 May 2024
Consolidated Income Statement
For the year ended 31 December 2023
|
|
2023
|
2022
|
|
Notes
|
$'000
|
$'000
|
Continuing operations
|
|
|
|
|
|
|
|
REVENUE
|
|
2,816
|
4,021
|
COST OF SALES
|
|
|
|
Production costs
|
|
(1,408)
|
(1,779)
|
Exploration
|
|
-
|
-
|
Well impairment
|
|
-
|
(897)
|
Depletion, depreciation,
amortisation
|
|
(617)
|
(539)
|
Total cost of sales
|
|
(2,025)
|
(3,215)
|
|
|
|
|
GROSS PROFIT
|
|
791
|
806
|
|
|
|
|
Share based payment
|
|
(41)
|
(156)
|
Administrative expenses
|
|
(870)
|
(1,074)
|
Foreign exchange (loss) /
gain
|
|
(6)
|
26
|
|
|
|
|
OPERATING LOSS
|
7
|
(126)
|
(398)
|
|
|
|
|
Finance costs
|
5
|
(368)
|
(199)
|
Other income
|
6
|
22
|
51
|
|
|
|
|
LOSS BEFORE TAX
|
|
(472)
|
(546)
|
|
|
|
|
Income tax
|
8
|
-
|
-
|
|
|
|
|
LOSS FOR THE YEAR
|
|
(472)
|
(546)
|
ATTRIBUTABLE TO:
|
|
|
|
Owners of the company
|
|
(472)
|
(546)
|
|
|
|
|
EARNINGS PER SHARE
|
|
|
|
Continued operations
|
|
|
|
Basic & diluted (cents per
share)
|
10
|
(0.06)
|
(0.07)
|
The accompanying accounting policies and notes
are an integral part of these financial statement
Consolidated
Statement of Comprehensive Income
For the year
ended 31 December 2023
|
2023
|
2022
|
|
$'000
|
$'000
|
LOSS FOR THE PERIOD
|
(472)
|
(546)
|
|
|
|
OTHER COMPREHENSIVE INCOME:
|
|
|
|
|
|
Currency translation
differences
|
-
|
-
|
Total comprehensive income for the
year
|
(472)
|
(546)
|
|
|
|
TOTAL COMPREHENSIVE LOSS FOR THE YEAR ATTRIBUTABLE
TO:
|
|
|
Owners of the company
|
(472)
|
(546)
|
|
|
|
The accompanying accounting
policies and notes are an integral part of these financial
statements
Consolidated Statement of Financial
Position
As at 31 December 2023
|
|
2023
|
2022
|
|
Notes
|
$'000
|
$'000
|
|
|
|
|
ASSETS
|
|
|
|
NON-CURRENT ASSETS
|
|
|
|
Intangible assets
|
11
|
2,389
|
2,224
|
Property, plant and equipment, Oil
and gas assets
|
12
|
1,230
|
1,308
|
Total non-current assets
|
|
3,619
|
3,532
|
|
|
|
|
CURRENT ASSETS
|
|
|
|
Trade and other
receivables
|
15
|
548
|
558
|
Deposits and
prepayments
|
|
28
|
66
|
Cash and cash
equivalents
|
16
|
26
|
132
|
Total current assets
|
|
602
|
756
|
|
|
|
|
LIABILITIES
|
|
|
|
CURRENT LIABILITIES
|
|
|
|
Trade and other
payables
|
17
|
924
|
1,051
|
Borrowings
|
18
|
110
|
94
|
Lease liabilities
|
13
|
-
|
-
|
Total current liabilities
|
|
1,034
|
1,145
|
|
|
|
|
NET CURRENT LIABILITIES
|
|
(432)
|
(389)
|
|
|
|
|
NON-CURRENT LIABILITIES
|
|
|
|
Decommissioning
liabilities
|
17
|
382
|
340
|
Borrowings
|
18
|
4,319
|
3,886
|
Lease liabilities
|
13
|
-
|
-
|
Total non-current liabilities
|
|
4,701
|
4,226
|
|
|
|
|
NET LIABILITIES
|
|
(1,514)
|
(1,083)
|
|
|
|
|
EQUITY
|
|
|
|
Share capital
|
19
|
8,142
|
8,142
|
Share premium
|
|
22,115
|
22,115
|
Share based payment
reserve
|
|
464
|
423
|
Translation reserve
|
|
(676)
|
(676)
|
Retained losses
|
|
(31,559)
|
(31,087)
|
Total equity
|
|
(1,514)
|
(1,083)
|
The financial statements were
approved and authorised for issue by the Board of Directors
on 31 May 2024 and were signed on its behalf
by:
Paul Welch
Director
Company registration number:
05338258
The accompanying accounting
policies and notes are an integral part of these financial
statements.
Company Statement of
Financial Position
As at 31 December 2023
|
|
2023
|
2022
|
|
Notes
|
$'000
|
$'000
|
|
|
|
|
ASSETS
|
|
|
|
NON-CURRENT ASSETS
|
|
|
|
Fixed asset investments
|
14
|
-
|
-
|
Intangible assets
|
11
|
263
|
305
|
Property, plant and equipment, Oil
and gas assets
|
12
|
130
|
144
|
Total non-current assets
|
|
393
|
449
|
|
|
|
|
CURRENT ASSETS
|
|
|
|
Trade and other
receivables
|
15
|
24
|
22
|
Cash and cash
equivalents
|
16
|
3
|
17
|
Total current assets
|
|
27
|
39
|
|
|
|
|
LIABILITIES
|
|
|
|
CURRENT LIABILITIES
|
|
|
|
Trade and other
payables
|
17
|
3,802
|
2,842
|
Borrowings
|
18
|
110
|
94
|
Total current liabilities
|
|
3,912
|
2,936
|
|
|
|
|
NET CURRENT LIABILITIES
|
|
(3,885)
|
(2,897)
|
|
|
|
|
NON-CURRENT LIABILITIES
|
|
|
|
Decommissioning
liabilities
|
17
|
30
|
22
|
Borrowings
|
18
|
72
|
130
|
Total non-current liabilities
|
|
102
|
152
|
|
|
|
|
NET LIABILITIES
|
|
(3,594)
|
(2,600)
|
|
|
|
|
EQUITY
|
|
|
|
Share capital
|
19
|
8,142
|
8,142
|
Share premium
|
|
22,115
|
22,115
|
Share based payment
reserve
|
|
464
|
423
|
Translation reserve
|
|
(676)
|
(676)
|
Retained losses
|
|
(33,639)
|
(32,604)
|
Total equity
|
|
(3,594)
|
(2,600)
|
The parent company's loss for the
financial year was $1,035,000 (2022:
$1,242,000).
The financial statements were
approved and authorised for issue by the Board of Directors
on 31 May 2024 and were signed on its behalf
by:
Paul Welch
Director
Company registration number:
05338258
The accompanying accounting
policies and notes are an integral part of these financial
statements.
Consolidated Statement of Changes in Equity
For the year ended 31 December 2023
|
Share
capital
|
Deferred
shares
|
Share
premium
|
Share option
reserve
|
Translation
reserve
|
Retained
losses
|
Total
|
|
$'000
|
$'000
|
$'000
|
$'000
|
$'000
|
$'000
|
$'000
|
As at 1 January 2022
|
1,538
|
6,549
|
21,976
|
306
|
(676)
|
(30,579)
|
(886)
|
Loss for the year
|
-
|
-
|
-
|
-
|
-
|
(546)
|
(546)
|
Total comprehensive loss for the
year
|
-
|
-
|
-
|
-
|
-
|
(546)
|
(546)
|
Shares issued
|
55
|
-
|
139
|
-
|
-
|
-
|
194
|
Cost of shares issued
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
Exercise of warrants
|
-
|
-
|
-
|
(38)
|
-
|
38
|
-
|
Share based payments
|
-
|
-
|
-
|
155
|
-
|
-
|
155
|
As at 31 December 2022
|
1,593
|
6,549
|
22,115
|
423
|
(676)
|
(31,087)
|
(1,083)
|
Loss for the year
|
-
|
-
|
-
|
-
|
-
|
(472)
|
(472)
|
Total comprehensive loss for the
year
|
-
|
-
|
-
|
-
|
-
|
(472)
|
(472)
|
Shares issued
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
Cost of shares issued
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
Expired options &
warrants
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
Share based payments
|
-
|
-
|
-
|
41
|
-
|
-
|
41
|
As at 31 December 2023
|
1,593
|
6,549
|
22,115
|
464
|
(676)
|
(31,559)
|
(1, 514)
|
The accompanying accounting
policies and notes are an integral part of these financial
statements.
Share capital is the amount
subscribed for shares at nominal value.
Share premium represents the
excess of the amount subscribed for share capital over the nominal
value of those shares net of share issue expenses. Share issue
expenses in the year comprise costs incurred in respect of the
issue of new shares.
Share based payment reserve
is a reserve used to
recognize the cost and equity associated with the fair value
of issues of share options and
warrants.
Translation reserves arose due to
the adoption of US dollars as the
presentational currency at the start of a
prior accounting period.
Retained loss represents the
cumulative losses of the company attributable to owners of the company.
Company Statement of Changes in Equity
For the year ended 31 December 2023
|
Share
capital
|
Deferred
shares
|
Share
premium
|
Share option
reserve
|
Translation
reserve
|
Retained
losses
|
Total
|
|
$'000
|
$'000
|
$'000
|
$'000
|
$'000
|
$'000
|
$'000
|
As at 1 January 2022
|
1,538
|
6,549
|
21,976
|
306
|
(676)
|
(31,400)
|
(1,707)
|
Loss for the year
|
-
|
-
|
-
|
-
|
-
|
(1,242)
|
(1,242)
|
Total comprehensive loss for the
year
|
-
|
-
|
-
|
-
|
-
|
(1,242)
|
(1,242)
|
Shares issued
|
55
|
-
|
139
|
-
|
-
|
-
|
194
|
Cost of shares issued
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
Exercise of warrants
|
-
|
-
|
-
|
(38)
|
-
|
38
|
-
|
Share based payments
|
-
|
-
|
-
|
155
|
-
|
-
|
155
|
As at 31 December 2022
|
1,593
|
6,549
|
22,115
|
423
|
(676)
|
(32,604)
|
(2,600)
|
Loss for the year
|
-
|
-
|
-
|
-
|
-
|
(1,035)
|
(1,035)
|
Total comprehensive loss for the
year
|
-
|
-
|
-
|
-
|
-
|
(1,035)
|
(1,035)
|
Shares issued
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
Cost of shares issued
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
Expired options &
warrants
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
Share based payments
|
-
|
-
|
-
|
41
|
-
|
-
|
41
|
As at 31 December 2023
|
1,593
|
6,549
|
22,115
|
464
|
(676)
|
(33,641)
|
(3,596)
|
The accompanying accounting
policies and notes are an integral part of these financial
statements.
Share capital is the amount
subscribed for shares at nominal value.
Share premium represents the
excess of the amount subscribed for share capital over the nominal
value of those shares net of share issue expenses. Share issue
expenses in the year comprise costs incurred in respect of the
issue of new shares.
Share based payment reserve
is a reserve used to
recognize the cost and equity associated with the fair value
of issues of share options and
warrants.
Translation reserves arose due to
the adoption of US dollars as the
presentational currency at the start of a
prior accounting period.
Retained loss represents the
cumulative losses of the company attributable to owners of the company.
Consolidated and Company Statement of Cash
Flows
For the year ended 31 December 2023
|
GROUP
|
|
COMPANY
|
|
2023
|
2022
|
|
2023
|
2022
|
|
$'000
|
$'000
|
|
$'000
|
$'000
|
|
|
|
|
|
|
LOSS FOR THE YEAR
|
(473)
|
(546)
|
|
(1,035)
|
(1,242)
|
ADJUSTMENTS FOR:
|
|
|
|
|
|
Depreciation
|
324
|
299
|
|
18
|
18
|
Amortisation
|
251
|
202
|
|
42
|
40
|
Depletion
|
42
|
38
|
|
9
|
8
|
Well impairment
|
-
|
897
|
|
-
|
-
|
Foreign exchange
|
6
|
26
|
|
4
|
28
|
Share based payments
|
41
|
156
|
|
41
|
156
|
Other income
|
(22)
|
(51)
|
|
-
|
-
|
Operating cash flows
|
169
|
1,021
|
|
(921)
|
(992)
|
|
|
|
|
|
|
Decrease/(increase) in
receivables
|
19
|
(211)
|
|
(3)
|
(13)
|
(Decrease)/increase in
payables
|
(89)
|
105
|
|
947
|
1,543
|
(Increase)/decrease in deposits
& prepayments
|
38
|
(50)
|
|
-
|
-
|
Interest paid
|
369
|
199
|
|
17
|
26
|
|
|
|
|
|
|
Net cash from operating activities
|
506
|
1,064
|
|
40
|
564
|
|
|
|
|
|
|
Cash flows from investing activities:
|
|
|
|
|
|
Purchase of plant and
equipment
|
(248)
|
(719)
|
|
(4)
|
(50)
|
Purchase of intangibles
|
(416)
|
(1,318)
|
|
-
|
-
|
Disposals
|
2
|
40
|
|
-
|
-
|
Increase in decommissioning
liabilities
|
42
|
38
|
|
9
|
9
|
|
|
|
|
|
|
Net cash from/(used) in
investing activities
|
(620)
|
(1,959)
|
|
5
|
(41)
|
|
|
|
|
|
|
Cash flows from financing activities
|
|
|
|
|
|
Shares issued
|
-
|
194
|
|
-
|
194
|
Costs of shares issued
|
-
|
-
|
|
-
|
-
|
Net borrowing
|
377
|
1,003
|
|
(42)
|
(690)
|
Finance costs
|
(369)
|
(199)
|
|
(17)
|
(26)
|
Lease payments
|
-
|
(16)
|
|
-
|
-
|
|
|
|
|
|
|
Net cash from/ (used) in financing
activities
|
8
|
982
|
|
(59)
|
(522)
|
|
|
|
|
|
|
Net (decrease)/increase in cash and cash
equivalents
|
(106)
|
87
|
|
(14)
|
1
|
Cash and cash equivalents at the
beginning of the year
|
132
|
45
|
|
17
|
16
|
Cash and cash equivalents at the end of the
year
|
26
|
132
|
|
3
|
17
|
The accompanying accounting
policies and notes are an integral part of these financial
statements.
Notes to the Financial Statements
For the year ended 31 December 2023
General Information
Nostra Terra Oil and Gas Company
plc (Nostra Terra) is a company incorporated in England and Wales
and quoted on the AIM market of the London Stock Exchange.
The address of the registered office is disclosed on the
company information page of this annual report. The principal
activity of the Group is described in the directors' report.
1. Summary of significant accounting
policies
The financial statements are
presented in United States Dollars, rounded to the nearest $'000,
as that is the currency of the primary environment in which the
Group operates.
The principal accounting policies
applied in the preparation of these financial statements are set
out below. These policies have been consistently applied to
all the years presented, unless otherwise stated.
Basis of preparation
These financial statements have
been prepared in accordance with UK
adopted International Financial Reporting
Standards and IFRIC interpretations issued by the International
Accounting Standards Board (IASB) (IFRS) and with those parts of the
Companies Act 2006 applicable to companies reporting under
IFRS.
The financial statements have been
prepared under the historical cost convention.
The preparation of financial
statements in conformity with IFRS requires the use of certain
critical accounting estimates. It also requires management to
exercise its judgement in the process of applying the accounting
policies. The areas involving a higher degree of judgement or
complexity, or areas where assumptions and estimates are
significant to the financial statements, are disclosed in note 2.
Going concern
The financial statements have been
prepared on the assumption that the Group is a going concern. When
assessing the foreseeable future, the directors have looked at a
period of 12 months from the date of approval of
this report.
The Group's business activities,
together with the factors likely to affect its future development,
performance and position are set out in the Chief Executive
Officer's report and Directors' report. In addition, note 20 to the
financial statements includes the Group's objectives, policies and
processes for managing its capital, its financial risk management
objectives and its exposures to credit risk and liquidity
risk.
The Group's forecasts and
projections, taking account of reasonable possible changes in
trading performance, show that the Group should be able to operate
within the level of its current cash resources, however a material uncertainty exists in relation to the
Group's ability to repay its liabilities as they become due. We
note that as at the balance sheet date, the Group has net current
liabilities of $432,000 and net
liabilities of $1,514,000.
The
directors prepare annual budgets and cash flow projections that
extend beyond 12 months from the date of this report.
These projections
include the proceeds of future fundraising necessary within the
next 12 months to meet the Company's and Group's overheads and
planned discretionary project expenditures and to maintain the
Company and Group as going concerns. Although the Company has been
successful in raising finance in the past, there is no assurance
that it will obtain adequate finance in the future. This represents
a material uncertainty related to events or conditions which may
cast significant doubt on the Group's and Company's ability to
continue as going concerns and, therefore, that they may be unable
to realise their assets and discharge their liabilities in the
normal course of business. However, the directors have a reasonable
expectation that they will secure additional funding when required
to continue meeting corporate overheads and exploration costs for
the foreseeable future and therefore the directors believe that the
going concern basis is appropriate for the preparation of the
financial statements.
After making enquiries, the
directors have a reasonable expectation that the
Company and
Group have adequate
resources to continue in operational existence for the foreseeable
future. They
continue to adopt the going concern basis in preparing the annual
report and financial statements, however
as noted above a material uncertainty exists which may cast
significant doubt on the Group's ability to continue operating as a
going concern.
Notes to the Financial Statements (continued)
For the year ended 31 December 2023
1. Summary of significant accounting policies
(continued)
New standards, amendments and interpretations adopted
by the Group and Company
The following IFRS or IFRIC
interpretations were effective for the first time for the financial
year beginning 1 January 2023. Their adoption has not had any
material impact on the disclosures or on the amounts reported in
these financial statements:
Standards /interpretations
|
Application
|
IAS 1 amendments
|
Presentation of Financial
Statements and IFRS Practice Statement 2: Disclosure of Accounting
Policies
|
IAS 8 amendments
|
Changes in Accounting Estimates
and Errors: Definition of Accounting estimates
|
IAS 12 amendments
|
Deferred Tax related to Assets and
Liabilities
arising from a Single
Transaction
|
IFRS 17
|
Insurance Contracts
|
New standards, amendments and interpretations not yet
adopted
Standards /interpretations
|
Application
|
IAS 1 amendments
|
Presentation of Financial
Statements: Classification of Liabilities as Current or Non-Current
and Non-Current Liabilities with Covenants Date: Effective 1
January 2024
|
IFRS 16 amendments
|
Lease Liability in a Sale and
Leaseback: Effective 1 January 2024
|
There are no IFRS's or IFRIC
interpretations that are not yet effective that would be expected
to have a material impact on the Company or Group.
Basis of consolidation
Where the Company has the power, either
directly or indirectly, to govern the financial and operating
policies of another entity or business so as to obtain benefits
from its activities, it is classified as a subsidiary. The
consolidated financial statements present the results of the
Company and its
subsidiaries ("the Group") as if they formed a single entity.
Intercompany transactions and balances between Group companies are therefore
eliminated in full.
The consolidated financial
statements incorporate the results of business combinations using
the purchase method. In the statement of financial position, the
acquiree's identifiable assets, liabilities and contingent
liabilities are initially recognised at their fair values at the
acquisition date. The results of acquired operations are included
in the consolidated statement of comprehensive income from the date
on which control is obtained. They are deconsolidated from the
date control ceases.
Notes to the Financial Statements (continued)
For the year ended 31 December 2023
1. Summary of significant accounting policies
(continued)
Subsidiaries
The purchase method of accounting
is used to account for the acquisition of subsidiaries by
the Group. The
cost of an acquisition is measured as the fair value of the assets
given, equity instruments issued, and liabilities incurred or
assumed at the date of exchange, plus costs directly attributable
to the acquisition. Identifiable assets acquired and liabilities
and contingent liabilities assumed in a business combination are
measured initially at their fair values at the acquisition date,
irrespective of the extent of any minority interest. The excess of
the cost of acquisition over the fair value of the
Group's share of the
identifiable net assets acquired is recorded as goodwill. If the
cost of acquisition is less than the fair value of the net assets
of the subsidiary acquired, the difference is recognised directly
in the income statement.
Inter-company transactions,
balances and unrealised gains on transactions between
Group companies are
eliminated. Unrealised losses are also eliminated but considered an
impairment indicator of the asset transferred. Accounting policies
of subsidiaries have been changed where necessary to ensure
consistency with the policies adopted by
the Group.
Goodwill
Goodwill represents the excess of
the cost of an acquisition over the fair value of the
Group's share of the net
identifiable assets of the acquired subsidiary or associate at
the date of acquisition. Goodwill on acquisitions of subsidiaries
is included in 'intangible assets'. Separately recognised
goodwill is tested annually for impairment and carried at cost less
accumulated impairment losses. Impairment losses on goodwill are
not reversed. Gains and losses on the disposal of an entity include
the carrying amount of goodwill relating to the entity
sold.
Goodwill is allocated to
cash-generating units for the purpose of impairment testing.
The allocation is made to those cash-generating units or
groups of cash-generating units that are expected to benefit from
the business combination in which the goodwill arose. The
Group allocates goodwill
to each business segment in each country in which it
operates.
Impairment of non-financial assets
Assets that have an indefinite
useful life, for example goodwill, are not subject to amortisation
and are tested annually for impairment. Assets that are subject to
amortisation are reviewed for impairment whenever events or changes
in circumstances indicate that the carrying amount may not be
recoverable. An impairment loss is recognised for the amount by
which the asset's carrying amount exceeds its recoverable amount.
The recoverable amount is the higher of an asset's fair value less
costs to sell and value in use. For the purposes of assessing
impairment, assets are grouped at the lowest levels for which there
are separately identifiable cash flows (cash-generating units).
Non-financial assets other than goodwill that suffered impairment
are reviewed for possible reversal of the impairment at each
reporting date.
Where an impairment loss
subsequently reverses, the carrying amount of the asset
(cash-generating unit) is increased to the revised estimated of its
recoverable amount, but so that the increased carrying amount does
not exceed the carrying amount that would have been determined had
no impairment loss been recognised for the asset (cash-generating
unit) in prior years. A reversal of an impairment loss is
recognised as income immediately, unless the relevant asset is
carried art a revalued amount in which case the reversal of
impairment loss is treated a revaluation increase.
Notes to the Financial Statements (continued)
For the year ended 31 December 2023
1. Summary of significant accounting policies
(continued)
Property, plant and equipment
Tangible non-current assets are
stated at historical cost less depreciation. Historical cost
includes expenditure that is directly attributable to the
acquisition of the items.
Subsequent costs are included in
the asset's carrying amount or recognised as a separate asset, as
appropriate, only when it is probable that future economic benefits
associated with the item will flow to the Group and the cost of the item can be
measured reliably. The carrying amount of the replaced part is
derecognised. All other repairs and maintenance are charged to the
income statement during the financial year in which they are
incurred. Depreciation is provided at the following annual rates in
order to write off each asset over its estimated useful
life:
Plant and machinery - over 7
years
The assets' residual values and
useful economic lives are reviewed, and adjusted if appropriate, at
each statement of financial position date. An asset's carrying
amount is written down immediately to its recoverable amount if the
asset's carrying amount is greater than its estimated recoverable
value. Gains and losses on disposals are determined by comparing
the proceeds with the carrying amount and are recognised within
other (losses) or gains in the income statement. When revalued
assets are sold, the amounts included in other reserves are
transferred to retained earnings.
Investments
Investments are stated at cost
less provision for any impairment value.
Cash and cash equivalents
Included in the statement of
financial position comprise cash at bank and in hand and other
short-term highly liquid investments
with original maturities of three months or
less.
For the purposes of the statement
of cash flows,
cash and cash equivalents consist of cash and cash equivalents as
defined above, net of outstanding bank overdrafts.
Trade receivables
Trade receivables are recognised
initially at fair value and subsequently measured at amortised cost
using the effective interest method, less provision for impairment.
A provision for impairment is established when there is objective
evidence that the Group
will not be able to collect all amounts due
according to the original terms of the receivables. Significant
financial difficulties of the debtor, probability that the
debtor will enter bankruptcy or financial reorganisation, and
default or delinquency in payments are considered indicators that
the trade receivable is impaired.
Trade payables
Trade payables are recognised
initially at fair value and subsequently measured at amortised cost
using the effective interest method.
Notes to the Financial Statements (continued)
For the year ended 31 December 2023
1. Summary of significant accounting policies
(continued)
Borrowings
Borrowings are recognised
initially at fair value, net of transaction costs incurred.
Borrowings are subsequently stated at amortised cost; any
difference between the proceeds (net of transaction costs) and the
redemption value is recognised in the income statement over
the year of the borrowings using the effective
interest method.
Borrowings are classified as
current liabilities unless the Group has an unconditional right to
defer settlement of the liability for at least 12 months after the
balance sheet date.
Functional currency translation
(i) Functional and presentation
currency
Items included in the financial
statements of the Group
are measured using the currency of the primary
economic environment in which the entity operates (the functional
currency), which is mainly United States Dollars (US$). The
financial statements are presented in United States Dollars (US$),
which is the Group's presentation currency.
(ii) Transactions and
balances
Foreign currency transactions are
translated into the presentational currency using exchange rates
prevailing at the dates of the transactions. Foreign exchange gains
and losses resulting from the settlement of such transactions and
from the translation at year-end exchange rates of monetary assets
and liabilities denominated in foreign currencies are recognised in
the income statement.
(iii) Group Companies
All consolidated entities are
presented in US$ and so no translation is required
on consolidation.
Share capital
Ordinary shares are classified as
equity.
Incremental costs directly
attributable to the issue of new shares or options are shown in
equity as a deduction, net of tax, from
the proceeds.
Taxation
The tax expense represents the sum
of the tax currently payable and deferred tax. The tax currently
payable is based on the taxable profit for the year. Taxable profit
differed from net profit as reported in the income statement
because it excludes items of income or expense that are taxable or
deductible in other years and it further excludes items that are
never taxable or deductible. The entity's liability for current tax
is calculated using tax rates that have been enacted or
substantively enacted by the statement of financial
position date.
Notes to the Financial Statements (continued)
For the year ended 31 December 2023
1. Summary of significant accounting policies
(continued)
Deferred tax
Deferred tax is recognised on
differences between the carrying amounts of assets and liabilities
in the financial statements and the corresponding tax bases used in
the computation of taxable profit, and is accounted for using the
statement of financial position liability method. Deferred tax
liabilities are generally 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. Such assets
and liabilities are not recognised if the temporary arises from
goodwill or from the initial recognition) other than in a business
combination) of other assets and liabilities in a transaction that
affects neither the taxable profit nor the accounting
profit.
The carrying amount of deferred
tax is reviewed at each statement of financial position 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 are expected to apply in the period when the
liability is settled or the asset realised. Deferred tax is
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 Company intends to settle its current tax assets and
liabilities on a net basis.
Financial instruments
Financial assets and financial
liabilities are initially classified as measured at amortised cost,
fair value through other comprehensive income, or fair value
through profit and loss when the Group becomes a party to the
contractual provisions of the instrument. Financial assets are
derecognised when the contractual rights to the cash flows expire,
or the Group no
longer retains the significant risks or rewards of ownership of the
financial asset. Financial liabilities are derecognised when the
obligation is discharged, cancelled or expires.
Financial assets are classified
dependent on the Group's business model for managing the financial and the cash flow
characteristics of the asset. Financial liabilities are classified
and measured at amortised cost except for trading liabilities, or
where designated at original recognition to achieve more
relevant presentation. The Group classifies its financial
assets and liabilities into the following categories:
Financial assets at
amortised cost
The Group's financial assets at amortised
cost comprise trade and other receivables. These represent debt
instruments with fixed or determinable payments that represent
principal or interest and where the intention is to hold to collect
these contractual cash flows. They are initially recognised
at fair value, included in current and non-current assets,
depending on the nature of the transaction, and are subsequently
measured at amortised cost using the effective interest method less
any provision for impairment.
Financial liabilities at
amortised cost
Financial liabilities at amortised
cost comprise finance lease obligations and trade and other
payables. They are classified as current and non-current
liabilities depending on the nature of the transaction, are
subsequently measured at amortised cost using the effective
interest method.
Notes to the Financial Statements (continued)
For the year ended 31 December 2023
1. Summary of significant accounting policies
(continued)
Financial instruments (continued)
Financial assets at fair
value through profit and loss
The Group holds a derivative against the
price of oil held for operation purposes. These are recognised and
measured at fair value using the most recent available market price
with gains and losses recognised immediately in the profit and
loss.
The fair value measurement of
the Group's
financial and non- financial assets and liabilities utilises market
observable inputs and data as far as possible. Inputs used in
determining fair value measurements are categorised into different
levels based on how observable the inputs used in the valuation
technique utilised are (the 'fair
value hierarchy').
Level 1 Quoted prices
in active markets
Level 2 Observable
direct or indirect inputs other than Level 1 inputs
Level 3 Inputs that
are not based on observable market data
The Group measures financial instruments
relating to platform holdings at fair value using Level
1.
The Company provides financial guarantees
to licensed banks for credit facilities extended to a subsidiary
company. The fair value of such financial guarantees is not
expected to be significantly different as the probability of the
subsidiary company defaulting on the credit lines is
remote.
Impairment of trade and
other receivables
In accordance with IFRS 9 an
expected loss provisioning model is used to calculate an impairment
provision. We have implemented the IFRS 9 simplified approach to
measuring expected credit losses arising from trade and other
receivables, being a lifetime expected credit loss. This is
calculated based on an evaluation of our historic experience plus
an adjustment based on our judgement of whether this historic
experience is likely reflective of our view of the future at the
balance sheet date. In the previous year the incurred loss model is
used to calculate the impairment provision.
Oil and gas assets
The Group applies the successful efforts
method of accounting for oil and gas assets and has adopted IFRS 6
Exploration for and evaluation of mineral resources.
Exploration and evaluation ("E&E")
assets
Under the successful efforts
method of accounting, all licence acquisition, exploration and
appraisal costs are initially capitalised in well, field or
specific exploration cost centres as appropriate, pending
determination. Expenditure incurred during the various exploration
and appraisal phases is then written off unless commercial reserves
have been established or the determination process has not
been completed.
Pre-licence costs
Costs incurred prior to having
obtained the legal rights to explore an area are expensed directly
to the income statement as they are incurred.
Notes to the Financial Statements (continued)
For the year ended 31 December 2023
1. Summary of significant accounting policies
(continued)
Exploration and evaluation ("E&E")
costs
Costs of E&E are initially
capitalised as E&E assets. Payments to acquire the legal right
to explore, together with the directly related costs of technical
services and studies, seismic acquisition, exploratory drilling and
testing are capitalised as intangible
E&E assets.
Tangible assets used in E&E
activities (such as the Group's drilling rigs, seismic
equipment and other property, plant and equipment used by the
company's exploration function) are classified as property, plant
and equipment. However, to the extent that such a tangible asset is
consumed in developing an intangible E&E asset, the amount
reflecting that consumption is recorded as part of the cost of the
intangible asset. Such intangible costs include directly
attributable overheads, including the depreciation of property,
plant and equipment utilised in E&E activities, together with
the cost of other materials consumed during the exploration and
evaluation phases.
E&E costs are not amortised
prior to the conclusion of appraisal activities.
Treatment of E&E assets at conclusion of appraisal
activities
Intangible E&E assets relating
to each exploration licence/prospect are carried forward until the
existence (or otherwise) of commercial reserves has been
determined, subject to certain limitations including review for
indications of impairment. If commercial reserves are discovered
the carrying value, after any impairment loss of the relevant
E&E assets, is then reclassified as development and production
assets. If, however, commercial reserves are not found, the
capitalised costs are charged to expense after conclusion of
appraisal activities.
Development and production assets
Development and production assets
are accumulated generally on a field-by-field basis and represent
the cost of developing the commercial reserves discovered and
bringing them into production, together with the E&E
expenditures incurred in finding commercial reserves transferred
from intangible E&E assets as outlined above.
The cost of development and
production assets also includes the cost of acquisitions and
purchases of such assets, directly attributable overheads and the
cost of recognising provisions for future restoration and
decommissioning.
Decommissioning
liability
Where a material liability for the
removal of production facilities and site restoration at the end of
the productive life of the assets exist, a provision for
decommissioning liability is recognised. The amount recognised is
the present value of estimated future expenditure determined in
accordance with local conditions and requirements. An intangible
asset of an amount equivalent to the provision is recognised and
depreciated on a unit production basis. Changes in estimates are
recognised prospectively, with corresponding adjustments to the
provision and the associated intangible asset. Period changes in
the present value arising from discounting are included in
depletion, depreciation and amortisation cost in cost of
sales.
Commercial reserves
Commercial reserves are proven and
probable oil and gas reserves, which are defined as the estimated
quantities of crude oil, natural gas and natural gas liquids which
geological, geophysical and engineering data demonstrate with a
specified degree of certainty to be recoverable in future years
from known reservoirs and which are considered commercially
producible.
Notes to the Financial Statements (continued)
For the year ended 31 December 2023
1. Summary of significant accounting policies
(continued)
Depletion, amortisation and impairment of oil and gas
assets
All expenditure carried within
each field is amortised from the commencement of production on a
unit of production basis, which is the ratio of oil and gas
production in the period to the estimated quantities of commercial
reserves at the end of the period plus the production in the
period, on a field-by-field basis. Costs used in the unit of
production calculation comprise the net book value of capitalised
costs plus the estimated future field development costs to access
the related commercial reserves. Changes in the estimates of
commercial reserves or future field development costs are dealt
with prospectively.
Where there has been a change in
economic conditions that indicates a possible impairment in an oil
and gas asset, the recoverability of the net book value relating to
that field is assessed by comparison with the estimated discounted
future cash flows based on management's expectations of future oil
and gas prices and future costs. Any impairment identified is
charged to the income statement as additional depletion and
amortisation. Where conditions giving rise to impairment
subsequently reverse, the effect of the impairment charge is also
reversed as a credit to the income statement, net of any
depreciation that would have been charged since the
impairment.
Depletion, amortisation and impairment of oil and gas
assets
All expenditure carried within
each field is amortised from the commencement of production on a
unit of production basis, which is the ratio of oil and gas
production in the period to the estimated quantities of commercial
reserves at the end of the period plus the production in the
period, on a field-by-field basis. Costs used in the unit of
production calculation comprise the net book value of capitalised
costs plus the estimated future field development costs to access
the related commercial reserves. Changes in the estimates of
commercial reserves or future field development costs are dealt
with prospectively.
Where there has been a change in
economic conditions that indicates a possible impairment in an oil
and gas asset, the recoverability of the net book value relating to
that field is assessed by comparison with the estimated discounted
future cash flows based on management's expectations of future oil
and gas prices and future costs. Any impairment identified is
charged to the income statement as additional depletion and
amortisation. Where conditions giving rise to impairment
subsequently reverse, the effect of the impairment charge is also
reversed as a credit to the income statement, net of any
depreciation that would have been charged since the
impairment.
Share-based compensation
The fair value of the employee and
suppliers' services received in exchange for the grant of the
options is recognised as an expense. The total amount to be
expensed over the vesting year is determined by reference to the
fair value of the options granted, excluding the impact of any
non-market vesting conditions (for example, profitability and sales
growth targets).
Non-market vesting conditions are
included in assumptions about the number of options that are
expected to vest. At each statement of financial position date, the
entity revises its estimates of the number of options that are
expected to vest. It recognises the impact of the revision to
original estimates, if any, in the income statement, with a
corresponding adjustment to equity. The
proceeds received net of any directly attributable transaction
costs are credited to share capital (nominal value) and share
premium when the options are exercised.
Notes to the Financial Statements (continued)
For the year ended 31 December 2023
1. Summary of significant accounting policies
(continued)
Share-based compensation (continued)
The fair value of share-based
payments recognised in the statement of comprehensive income is
measured by use of the Black Scholes model, which takes into
account conditions attached to the vesting and exercise of the
equity instruments. The expected life used in the model is
adjusted; based on management's best estimate, for the effects of
non-transferability, exercise restrictions and behavioural
considerations. The share price volatility percentage factor used
in the calculation is based on management's best estimate of future
share price behaviour and is selected based on past experience,
future expectations and benchmarks against peer companies in
the industry.
The Group does not operate any
cash-settled share-based payments and as such are not affected by
the amendments to IFRS 2 - Share-based payments.
Revenue recognition
Revenue comprises the fair value
of the consideration received or receivable in relation to the
proceeds by the prospects which the company has a working interest
in. Revenue is shown net of value-added tax, returns, rebates and
discounts and after eliminating sales within the
Group. Revenue is
recognised when the oil and gas produced is despatched and received
by the customers. The directors consider this the point when the
Company's performance obligation
is satisfied.
The directors consider that
revenue generation is exclusively for oil production in the US and
so no further segmentation is required.
Leased assets
The Group as a lessee
A lease is defined as 'a contract,
or part of a contract, that conveys the right to use an asset (the
underlying asset) for a period of time in exchange for
consideration'.
To apply this definition the Group
assesses whether the contract meets three key evaluations which are
whether:
· the
contract contains an identified asset, which is either explicitly
identified in the contract or implicitly specified by being
identified at the time the asset is made available to the
Group
· the
Group has the right to obtain substantially all of the economic
benefits from use of the identified asset throughout the period of
use, considering its rights within the defined scope of the
contract
· the
Group has the right to direct the use of the identified asset
throughout the period of use. The Group assess whether it has the
right to direct 'how and for what purpose' the asset is used
throughout the period of use.
Measurement and recognition of
leases as a lessee
At lease commencement date, the
Group recognises a right-of-use asset and a lease liability on the
balance sheet. The right-of-use asset is measured at cost, which is
made up of the initial measurement of the lease liability, any
initial direct costs incurred by the Group, an estimate of any
costs to dismantle and remove the asset at the end of the lease,
and any lease payments made in advance of the lease commencement
date (net of any incentives received).
The Group depreciates the
right-of-use assets on a straight-line basis from the lease
commencement date to the earlier of the end of the useful life of
the right-of-use asset or the end of the lease term. The Group also
assesses the right-of-use asset for impairment when such indicators
exist.
Notes to the Financial Statements (continued)
For the year ended 31 December 2023
1. Summary of significant accounting policies
(continued)
Measurement and recognition of
leases as a lessee (continued)
At lease commencement date, the
Group recognises a right-of-use asset and a lease liability on the
balance sheet. The right-of-use asset is measured at cost, which is
made up of the initial measurement of the lease liability, any
initial direct costs incurred by the Group, an estimate of any
costs to dismantle and remove the asset at the end of the lease,
and any lease payments made in advance of the lease commencement
date (net of any incentives received).
The Group depreciates the
right-of-use assets on a straight-line basis from the lease
commencement date to the earlier of the end of the useful life of
the right-of-use asset or the end of the lease term. The Group also
assesses the right-of-use asset for impairment when such indicators
exist.
At the commencement date, the
Group measures the lease liability at the present value of the
lease payments unpaid at that date, discounted using the interest
rate implicit in the lease if that rate is readily available or the
Group's incremental borrowing rate.
Lease payments included in the
measurement of the lease liability are made up of fixed payments
(including in substance fixed), variable payments based on an index
or rate, amounts expected to be payable under a residual value
guarantee and payments arising from options reasonably certain to
be exercised.
Subsequent to initial measurement,
the liability will be reduced for payments made and increased for
interest. It is remeasured to reflect any reassessment or
modification, or if there are changes in in-substance fixed
payments.
When the lease liability is
remeasured, the corresponding adjustment is reflected in the
right-of-use asset, or profit and loss if the right-of-use asset is
already reduced to zero.
The Group has elected to account
for short-term leases and leases of low-value assets using the
practical expedients. Instead of recognising a right-of-use asset
and lease liability, the payments in relation to these are
recognised as an expense in profit or loss on a straight-line basis
over the lease term.
On the statement of financial
position, right-of-use assets have been included in property, plant
and equipment and lease liabilities have been included in trade and
other payables.
2. Critical accounting estimates and
judgements
The preparation of consolidated
financial statements requires the Group to make estimates and
assumptions that affect the application of policies and reported
amounts. Estimates and judgments are continually evaluated and are
based on historical experience and other factors including
expectations of future events that are believed to be reasonable
under the circumstances. Actual results may differ from these
estimates. The estimates and assumptions which have a significant
risk of causing a material adjustment to the carrying amount of
assets and liabilities are discussed below:
Impairment of property,
plant and equipment
Property, plant and equipment are
reviewed for impairment if events or changes in circumstances
indicate that the carrying amount may not be recoverable. When
a review for impairment is conducted, the recoverable amount
is determined based on value in use calculations prepared on the
basis of management's assumptions and estimates.
Recoverability of
exploration and evaluation costs
E&E assets are assessed for
impairment when circumstances suggest that the carrying amount may
exceed its recoverable value including
decommissioning costs. This assessment
involves judgment as to (i) the likely future commerciality of the
asset and when such commerciality should be determined, and (ii)
future revenues and costs pertaining to the asset in question, and
the discount rate to be applied to such revenues and costs for the
purpose of deriving a recoverable value.
Notes to the Financial Statements (continued)
For the year ended 31 December 2023
2. Critical accounting estimates and judgements
(continued)
Share-based
payments
Note 1 sets out the
Group's accounting
policy on share-based payments, specifically in relation to the
share options and warrants that the Company has granted. The key
assumptions underlying the fair value of such share-based
payments are discussed in note 23. The fair value
amounts used by the Group
have been derived by external consultants using standard recognised valuation
techniques.
3. Segmental analysis
In the opinion of the directors,
the Group has one
class of business, being the exploitation of hydrocarbon
resources.
The Group's primary reporting format is
determined by geographical segment according to the location of the
hydrocarbon assets. The Group's reportable segments under
IFRS 8 in the year are as follows:
United Kingdom - being the
location of the head office.
US Mid-Continent properties at
year end included the following:
· East
Texas: 100% working interest in the Pine Mills oilfield
· East Texas: 32.5% working interest in the Cypress farmout area of Pine Mills
· West
Texas: 50-100%
working interest leases located in the Permian Basin
· South
Texas: 100% working interest in the Caballos Creek
oilfield
The chief operating decision
maker's internal report for the year ended 31 December
2023 is based on
the location of the oil properties as disclosed in the below
table:
SEGMENTAL RESULTS
|
US mid-continent
2023
$'000
|
Head office
2023
$'000
|
Total
2023
$'000
|
Revenue
|
2,816
|
-
|
2,816
|
Operating
profit (loss) before depreciation, well impairment, share-based
payment charges, restructuring costs and gain (loss) on sale of
assets and foreign exchange:
|
1,470
|
(974)
|
496
|
Depreciation of
tangibles
|
(324)
|
-
|
(324)
|
Amortisation of
intangibles
|
(251)
|
-
|
(251)
|
Share based payments
|
-
|
(41)
|
(41)
|
|
|
|
|
Foreign exchange gain
|
(2)
|
(4)
|
(6)
|
Operating profit/(loss)
|
893
|
(1,019)
|
(126)
|
|
|
|
|
Finance expense
|
(351)
|
(17)
|
(368)
|
Other income
|
22
|
-
|
22
|
Profit/(loss) before taxation
|
563
|
(1,035)
|
(472)
|
Notes to the Financial Statements (continued)
For the year ended 31 December 2023
3. Segmental analysis (continued)
SEGMENTAL ASSETS
|
US mid-continent
2023
$'000
|
Head office
2023
$'000
|
Total
2023
$'000
|
Property, plant and
equipment
|
1,230
|
-
|
1,230
|
Intangible assets
|
2,389
|
-
|
2,389
|
Cash and cash
equivalents
|
23
|
3
|
26
|
Trade and other
receivables
|
552
|
24
|
576
|
|
4,194
|
27
|
4,221
|
The chief operating decision
maker's internal report for the year ended 31 December 2022 is based on the location of the oil properties as disclosed
in the below table:
SEGMENTAL RESULTS
|
US mid-continent
2022
$'000
|
Head office
2022
$'000
|
Total
2022
$'000
|
Revenue
|
4,021
|
-
|
4,021
|
Operating
profit (loss) before depreciation, well impairment, share-based
payment charges, restructuring costs and gain (loss) on sale of
assets and foreign exchange:
|
2,217
|
(1,087)
|
1,130
|
Depreciation of
tangibles
|
(299)
|
-
|
(299)
|
Amortisation of
intangibles
|
(202)
|
-
|
(202)
|
Well impairment
|
(897)
|
-
|
(897)
|
Share based payments
|
-
|
(156)
|
(156)
|
|
|
|
|
Foreign exchange gain
(loss)
|
(2)
|
28
|
26
|
Operating profit/(loss)
|
817
|
(1,215)
|
(398)
|
|
|
|
|
Finance expense
|
(172)
|
(27)
|
(199)
|
Other income
|
51
|
-
|
51
|
Profit/(loss) before taxation
|
696
|
(1,242)
|
(546)
|
|
|
|
|
SEGMENTAL ASSETS
|
|
|
|
Property, plant and
equipment
|
1,308
|
-
|
1,308
|
Intangible assets
|
2,224
|
-
|
2,224
|
Cash and cash
equivalents
|
115
|
17
|
132
|
Trade and other
receivables
|
602
|
22
|
624
|
|
4,249
|
39
|
4,288
|
Notes to the Financial Statements (continued)
For the year ended 31 December 2023
4. Employees and Directors
|
2023
|
2022
|
|
$'000
|
$'000
|
|
|
|
Directors' fees
|
147
|
127
|
Directors' remuneration
|
190
|
275
|
Social security costs
|
13
|
14
|
|
350
|
416
|
|
2023
|
2022
|
|
Number
|
Number
|
The average monthly number of
employees (including directors)
|
|
|
during the year was as
follows:
|
|
|
Directors
|
4
|
4
|
|
|
|
Directors' remuneration
Other than the directors,
the Group had no
other employees. Total remuneration paid to directors during the
year was as listed above.
The director's emoluments and
other benefits for the year ended 31 December 2023 is as
follows:
|
2023
|
2022
|
|
$'000
|
$'000
|
|
|
|
M B Lofgran
|
190
|
275
|
|
|
|
5. Finance expense
|
2023
|
2022
|
|
$'000
|
$'000
|
|
|
|
Finance expense
|
369
|
199
|
Finance expense relates to
interest charged on borrowings. Further details for which can be
found in note 18.
6. Other income
|
2023
|
2022
|
|
$'000
|
$'000
|
|
|
|
Other income
|
22
|
51
|
|
22
|
51
|
Other income relates
to sundry income received from operating oil
wells in addition to the oil sales.
Notes to the Financial Statements (continued)
For the year ended 31 December 2023
7. Operating loss
|
2023
|
2022
|
|
$'000
|
$'000
|
The operating loss the year ended
31 December is stated after
|
|
|
charging/ (crediting)
|
|
|
Depreciation of property, plant,
and equipment
|
324
|
299
|
Amortisation of
intangibles
|
251
|
202
|
Well impairment
|
-
|
897
|
|
|
|
The analysis of administrative
expenses in the consolidated income statement by nature of
expense:
|
|
|
|
|
|
Directors' remuneration
|
190
|
275
|
Depreciation on ROU
asset
|
-
|
-
|
Social security costs
|
13
|
14
|
Directors' fees
|
147
|
127
|
Travelling and
entertainment
|
9
|
23
|
Accountancy fees
|
82
|
81
|
Legal and professional
fees
|
252
|
218
|
Auditors' remuneration
|
22
|
27
|
Bad debt costs
|
-
|
-
|
Other expenses
|
155
|
309
|
|
870
|
1,074
|
8. Income tax
The income tax charge for the year
was as follows:
|
2023
|
2022
|
|
$'000
|
$'000
|
|
|
|
Current tax
|
-
|
-
|
Corporation tax
|
-
|
-
|
Overseas corporation
tax
|
-
|
-
|
TOTAL
|
-
|
-
|
|
|
|
Loss before tax
|
(472)
|
(546)
|
|
|
|
Loss on ordinary activities before
taxation multiplied by the
|
|
|
standard rate of UK corporation
tax of 25% (2022:19%)
|
(118)
|
(104)
|
|
|
|
Effects of:
|
|
|
Non-deductible expenses
|
10
|
30
|
Other tax adjustments
|
108
|
74
|
CURRENT TAX CHARGE
|
-
|
-
|
At 31 December
2023, the Company
had an estimated excess management expenses to carry forward
of $6,375,110
(2022:
$5,942,883).
The deferred tax asset at 25%
(2022: 19%) on these tax losses of $1,593,778 (2022:
$1,129,000) has
not been recognised due to the uncertainty of recovery. The
current US corporate tax rate is 21%.
Notes to the Financial Statements (continued)
For the year ended 31 December 2023
9. Loss of Parent Company
As permitted by Section 408 of the
Companies Act 2006, the income statement of the parent company is
not presented as part of these financial statements. The parent
company's loss for the financial year
was $1,035,000 (2022:
$1,242,000).
10. Earnings per share
The calculation of earnings per
ordinary share is based on earnings after tax and the weighted
average number of ordinary shares in issue during the year. For
diluted earnings per share, the weighted average number of ordinary
shares in issue is adjusted to assume conversion of all
dilutive potential ordinary shares. The Group had two classes of dilutive
potential ordinary shares, being those share options granted to
employees and suppliers where the exercise price is less than the
average market price of the Group's ordinary shares during the
year, and warrants granted to directors and one former
adviser.
Details of the adjusted earnings
per share are set out below:
|
2023
|
2022
|
GROUP
|
|
|
|
|
|
Loss attributable to ordinary
shareholders ($'000)
|
(472)
|
(546)
|
|
|
|
Weighted average number of
shares
|
746,520,534
|
732,742,452
|
|
|
|
CONTINUED OPERATIONS:
BASIC AND DILUTED EPS - LOSS (cents)
|
(0.06)
|
(0.07)
|
The diluted loss per share is the
same as the basic loss per share as the loss for the year has an
antidilutive effect.
|
2023
|
2022
|
|
$'000
|
$'000
|
Gross
profit before depreciation, depletion, amortisation and
impairment
|
1,408
|
2,242
|
EPS on
gross profit before depreciation, depletion, amortisation and
impairment (cents)
|
0.19
|
0.30
|
|
|
|
RECONCILIATION FROM GROSS
PROFIT TO GROSS PROFIT BEFORE DEPLETION, DEPRECIATION, AMORTISATION
AND IMPAIRMENT
|
|
|
|
|
|
Gross
profit
|
791
|
806
|
ADD
BACK:
|
|
|
Exploration
|
-
|
-
|
Well
impairment
|
-
|
897
|
Depletion, depreciation and amortisation
|
617
|
539
|
|
|
|
Gross
profit before depletion, depreciation, amortisation and
impairment
|
1,408
|
2,242
|
|
|
|
Notes to the Financial Statements (continued)
For the year ended 31 December 2023
11. Intangible assets
GROUP
|
Licences
$'000
|
Exploration & evaluation
assets
$'000
|
Development & production
assets
$'000
|
Total
$'000
|
COST
|
|
|
|
|
At 1 January
2022
|
524
|
1,949
|
2,973
|
5,446
|
Additions
|
-
|
-
|
1,319
|
1,319
|
Disposals
|
-
|
(10)
|
-
|
(10)
|
|
|
|
|
|
At 31 December
2022
|
524
|
1,939
|
4,292
|
6,755
|
Additions
|
-
|
-
|
416
|
416
|
Disposals
|
-
|
-
|
-
|
-
|
|
|
|
|
|
At 31 December
2023
|
524
|
1,939
|
4,708
|
7,171
|
|
|
|
|
|
PROVISION
|
|
|
|
|
At 1 January
2022
|
524
|
1,939
|
969
|
3,432
|
Charge
for the year
|
-
|
-
|
202
|
202
|
Impairment
|
-
|
-
|
897
|
897
|
Disposals
|
-
|
-
|
-
|
-
|
|
|
|
|
|
At 31 December
2022
|
524
|
1,939
|
2,068
|
4,531
|
Charge
for the year
|
-
|
-
|
251
|
251
|
Impairment
|
-
|
-
|
-
|
-
|
Disposals
|
-
|
-
|
-
|
-
|
|
|
|
|
|
At 31 December
2023
|
524
|
1,939
|
2,319
|
4,782
|
|
|
|
|
|
CARRYING
VALUE
|
-
|
-
|
2,389
|
2,389
|
At 31 December
2023
|
|
|
|
|
|
|
|
|
|
At 31
December 2022
|
-
|
-
|
2,224
|
2,224
|
The Group assesses at each reporting date
whether there is an indication that the intangible assets may be
impaired, by considering the net present value of
discounted cash flows forecasts. If an indication exists
an impairment review is carried out by reference to available
engineering information. At the year-end,
$nil (2022:
$897,000)
was provided
for the well at Grant East #1.
Amortisation, impairment charges
and any profit or loss on disposal of the capitalised intangible
costs is included within cost of sales in the consolidated income
statement.
Notes to the Financial Statements (continued)
For the year ended 31 December 2023
11. Intangible assets (continued)
COMPANY
|
|
|
Development & production
assets
$'000
|
Total
$'000
|
COST
|
|
|
|
|
At 1 January
2022
|
|
|
398
|
398
|
Additions
|
|
|
-
|
-
|
Disposals
|
|
|
-
|
-
|
|
|
|
|
|
At 31 December
2022
|
|
|
398
|
398
|
Additions
|
|
|
-
|
-
|
Disposals
|
|
|
-
|
-
|
|
|
|
|
|
At 31 December
2023
|
|
|
398
|
398
|
|
|
|
|
|
PROVISION
|
|
|
|
|
At 1 January
2022
|
|
|
53
|
53
|
Charge
for the year
|
|
|
40
|
40
|
Impairment
|
|
|
-
|
-
|
Disposals
|
|
|
-
|
-
|
|
|
|
|
|
At 31 December
2022
|
|
|
93
|
93
|
Charge
for the year
|
|
|
42
|
42
|
Impairment
|
|
|
-
|
-
|
Disposals
|
|
|
-
|
-
|
|
|
|
|
|
At 31 December
2023
|
|
|
135
|
135
|
|
|
|
|
|
CARRYING
VALUE
|
|
|
263
|
263
|
At 31 December
2023
|
|
|
|
|
|
|
|
|
|
At 31
December 2022
|
|
|
305
|
305
|
The Company assesses at each reporting
date whether there is an indication that the intangible assets may
be impaired, by considering the net present value of
discounted cash flows forecasts. If an indication exists
an impairment review is carried out by reference to available
engineering information. At the year-end, $nil (2022:
$nil)
was provided.
Amortisation, impairment charges
and any profit or loss on disposal of the capitalised intangible
costs is included within cost of sales in the consolidated income
statement.
Notes to the Financial Statements (continued)
For the year ended 31 December 2023
12. Property, plant and equipment
GROUP
|
Office space
-
right of
use
$'000
|
Plant & equipment - oil
and gas assets
$'000
|
Total
$'000
|
COST
|
|
|
|
At 1 January
2022
|
48
|
1,568
|
1,616
|
Additions
|
-
|
719
|
719
|
Disposals
|
-
|
(30)
|
(30)
|
|
|
|
|
At 31 December
2022
|
48
|
2,257
|
2,305
|
Additions
|
-
|
248
|
248
|
Disposals
|
-
|
(2)
|
(2)
|
|
|
|
|
At 31 December
2023
|
48
|
2,503
|
2,551
|
|
|
|
|
DEPRECIATION
|
|
|
|
At 1 January
2022
|
48
|
650
|
698
|
Charge
for the year
|
-
|
299
|
299
|
Disposals
|
-
|
-
|
-
|
|
|
|
|
At 31 December
2022
|
48
|
949
|
997
|
Charge
for the year
|
-
|
324
|
324
|
Disposals
|
-
|
-
|
-
|
|
|
|
|
At 31 December
2023
|
48
|
1,273
|
1,321
|
|
|
|
|
CARRYING
VALUE
|
|
|
|
At 31 December
2023
|
-
|
1,230
|
1,230
|
|
|
|
|
At 31
December 2022
|
-
|
1,308
|
1,308
|
Depreciation charges are included
within cost of sales in the Consolidated
Income Statement.
In addition, the directors are of
the opinion that no impairment should be provided.
Notes to the Financial Statements (continued)
For the year ended 31 December 2023
12. Property, plant and equipment
(continued)
COMPANY
|
|
Plant & equipment - oil
and gas assets
$'000
|
Total
$'000
|
COST
|
|
|
|
At 1 January
2022
|
|
128
|
128
|
Additions
|
|
50
|
50
|
Disposals
|
|
-
|
-
|
|
|
|
|
At 31 December
2022
|
|
178
|
178
|
Additions
|
|
4
|
4
|
Disposals
|
|
-
|
-
|
|
|
|
|
At 31 December
2023
|
|
182
|
182
|
|
|
|
|
DEPRECIATION
|
|
|
|
At 1 January
2022
|
|
16
|
16
|
Charge
for the year
|
|
18
|
18
|
Disposals
|
|
-
|
-
|
|
|
|
|
At 31 December
2022
|
|
34
|
34
|
Charge
for the year
|
|
18
|
18
|
Disposals
|
|
-
|
-
|
|
|
|
|
At 31 December
2023
|
|
52
|
52
|
|
|
|
|
CARRYING
VALUE
|
|
|
|
At 31 December
2023
|
|
130
|
130
|
|
|
|
|
At 31
December 2022
|
|
144
|
144
|
Depreciation charges are included
within cost of sales in the Consolidated
Income Statement.
In addition, the directors are of
the opinion that no impairment should be provided.
Notes to the Financial Statements (continued)
For the year ended 31 December 2023
13. Leases
Lease liabilities are presented in
the statement of financial position as follows:
|
2023
|
2022
|
|
$'000
|
$'000
|
|
|
|
Current - within 1
year
|
-
|
-
|
|
|
|
Non-current - within 1 - 2
years
|
-
|
-
|
|
-
|
-
|
The Group has a lease for the
office space in Dallas, Texas, USA. The Company has entered into short-term
lease effective
from 1 February 2023 and is annually
renewed. The Group does not hold any
other office leases.
14. Fixed Asset Investments
COMPANY
|
Investment in
subsidiaries
$'000
|
Loans to
subsidiaries
$'000
|
Total
$'000
|
COST
|
|
|
|
At 1 January
2022
|
1
|
15,434
|
15,435
|
Additions
|
-
|
-
|
-
|
Reductions
|
-
|
-
|
-
|
|
|
|
|
At 31 December
2022
|
1
|
15,434
|
15,435
|
Additions
|
-
|
-
|
-
|
Disposals
|
-
|
-
|
-
|
|
|
|
|
At 31 December
2023
|
1
|
15,434
|
15,435
|
|
|
|
|
PROVISON
|
|
|
|
At 1 January
2022
|
1
|
(15,434)
|
(15,435)
|
Charge
for the year
|
-
|
-
|
-
|
Reductions
|
-
|
-
|
-
|
|
|
|
|
At 31 December
2022
|
1
|
(15,434)
|
(15,435)
|
Charge
for the year
|
|
|
|
|
|
|
|
At 31 December
2023
|
1
|
(15,434)
|
(15,435)
|
|
|
|
|
CARRYING
VALUE
|
|
|
|
At 31 December
2023
|
-
|
-
|
-
|
|
|
|
|
At 31
December 2022
|
-
|
-
|
-
|
Notes to the Financial Statements (continued)
For the year ended 31 December 2023
14. Fixed Asset Investments (continued)
In the opinion of the directors,
the aggregate value of the Company's investment in subsidiary
undertakings is not less than the amount included in the statement
of financial position.
Historically, loans to
participating interests are reported as in increase in the
Company's investment in the
joint venture but have been provided for. As the
Group acquired 100% shareholding in the joint venture in 2017 this
balance had been transferred to loan to subsidiaries.
The details of the
subsidiaries held at 31 December
2023 are as set out below:
|
Shareholding
|
Country of
incorporation
|
Nature of
business
|
New Horizon Energy 1 LLC
(NHE)
|
100%
|
USA
|
Oil &
gas exploration
|
Buccaneer Operating, LLC
(Buccaneer)
|
100%
|
USA
|
Oil
& gas exploration
|
15. Trade and other receivables
|
GROUP
|
|
COMPANY
|
|
2023
|
2022
|
|
2023
|
2022
|
|
$'000
|
$'000
|
|
$'000
|
$'000
|
CURRENT
|
|
|
|
|
|
Trade and
other receivables
|
143
|
52
|
|
-
|
-
|
Other
taxes and receivables
|
405
|
506
|
|
24
|
22
|
|
548
|
558
|
|
24
|
22
|
The directors consider the
carrying value of the receivables to approximate their fair
value.
16. Cash and cash equivalents
|
GROUP
|
|
COMPANY
|
|
2023
|
2022
|
|
2023
|
2022
|
|
$'000
|
$'000
|
|
$'000
|
$'000
|
|
|
|
|
|
|
Bank
current accounts
|
26
|
132
|
|
3
|
17
|
|
|
|
|
|
|
Notes to the Financial Statements (continued)
For the year ended 31 December 2023
17. Trade and other payables
|
GROUP
|
|
COMPANY
|
|
2023
|
2022
|
|
2023
|
2022
|
|
$'000
|
$'000
|
|
$'000
|
$'000
|
CURRENT
|
|
|
|
|
|
Trade
payables
|
779
|
777
|
|
3,702
|
2,771
|
Accruals
and deferred income
|
86
|
273
|
|
52
|
70
|
Other
taxes payables
|
3
|
1
|
|
3
|
1
|
Other
payables
|
56
|
-
|
|
45
|
-
|
|
924
|
1,051
|
|
3,802
|
2,842
|
|
|
|
|
|
|
Decommissioning liability
|
382
|
340
|
|
30
|
22
|
Trade payables and accruals
principally comprise amounts outstanding for trade purchases and
on-going expenses. The directors consider that the carrying
amount of trade and other payables approximates their fair
value.
Trade payables and accruals
principally comprise amounts outstanding for trade purchases and
on-going expenses. The directors consider that the carrying
amount of trade and other payables approximates their fair
value.
Included in trade payables is the
decommissioning
liability, this has been calculated at a discount rate of 10% and an inflation
factor of 3%. This is comparable to the Group's options at the time
of the well in-service dates.
18. Financial liabilities - borrowing
|
GROUP
|
|
COMPANY
|
Maturity
of the borrowings is as follows:
|
2023
|
2022
|
|
2023
|
2022
|
|
$'000
|
$'000
|
|
$'000
|
$'000
|
Repayable within one
year
|
|
|
|
|
|
Bank
loan
|
-
|
-
|
|
-
|
-
|
Other
loans
|
110
|
94
|
|
110
|
94
|
Repayable after one
year
|
|
|
|
|
|
Bank
loan
|
4,247
|
3,756
|
|
-
|
-
|
Other
loans
|
72
|
130
|
|
72
|
130
|
|
4,429
|
3,980
|
|
182
|
224
|
Borrowings include a facility where the loans are secured against
the Group's
interest in its assets. At the year end the outstanding
balance was $4,247,000 (2022:
$3,756,000).
Interest is currently charged for
any day per annum at 8.75%. In September 2021 the facility
was extended by three years to 29 January 2025 and the
nominal facility size was
increased to $10 million.
The Borrowing Base has been reduced to US$4,250,000 based on improved production
and cashflow during 2023. The size of the Facility and
Borrowing Base will be reassessed at least twice yearly. The Board
anticipates the Facility and Borrowing Base will increase as the
Company's production and reserves increase.
The Group also has a loan agreement in
place with related parties, with a total outstanding balance as at
the year-end of
$182,000 (2022: $224,000). Further details can
be found in Note 22.
Notes to the Financial Statements (continued)
For the year ended 31 December 2023
19. Share capital
Number
|
Class
|
Nominal
value
|
2023
$'000
|
2022
$'000
|
|
|
|
|
|
746
million (2022: 746 million)
|
Ordinary
|
0.1
|
1,593
|
1,593
|
|
|
|
|
|
4,110
million (2022: 4,110 million)
|
Deferred
|
0.098p
|
6,549
|
6,549
|
There
were no share issuance during the
year.
20. Risk and sensitivity analysis
The Group's activities expose it to a
variety of financial risks: interest rate risk, liquidity risk,
foreign currency risk, capital risk and credit risk. The
Group's activities also
expose it to non-financial risks: market, legal and environment
risk. The Group's
overall risk management programme focuses on unpredictability and
seeks to minimise the potential adverse effects on the
Group's financial
performance. The board, on a regular basis, reviews key risks and,
where appropriate, actions are taken to mitigate the key risks
identified.
Capital risk
The Group's objectives when managing
capital are to safeguard the ability to continue as a going concern
in order to provide returns for
shareholders and benefits to other stakeholders and to maintain an
optimal capital structure to reduce the cost of capital.
Market risk
The Group also faces risks in conducting
operations in US mid-continent, which include but are not limited
to:
· Fluctuations in the global economy could disrupt the
Group's ability to
operate its business in the US Mid-Continent and could discourage
foreign and local investment and spending, which could adversely
affect its production.
Environmental risk
The Group faces environmental risks in
conducting operations in the US Mid-Continent which include but are
not limited to:
· If
the Group is
found not to be in compliance with applicable laws or regulations,
it could be exposed to additional costs, which might hinder
the Group's
ability to operate its business.
Credit risk
The Group's principal financial assets
are bank balances and cash, trade and other receivables. The
Group's credit risk is
primarily attributable to its trade receivables. The amounts
presented in the balance sheet are net of allowances for doubtful
receivables. An allowance for impairment is made where there is an
identified loss which, based on previous experience, is evidence of
a reduction in the recoverability of the cash flows.
Notes to the Financial Statements (continued)
For the year ended 31 December 2023
20. Risk and sensitivity analysis
(continued)
Volatility of crude oil
prices
A material part of the
Group's revenue will be
derived from the sale of oil that it expects to produce.
A substantial or extended decline in prices for crude oil and
refined products could adversely affect the Group's revenues, cash flows,
profitability and ability to finance its planned capital
expenditure. West Texas Intermediate ("WTI") oil prices ranged
from $70.25 to $89.43 in 2023 and
$73.17 to
$120.93 in
2022.
The Group had no hedging activity during 2023.
Interest rate risk
The Group does not hedge this
risk. At 31 December 2023,
the Group had borrowings of $4,429,000(2022:
$3,980,000), with total interest for the
year of $369,000 (2022: $199,000). A 100-basis point change in the rates will
increase finance costs by
$44,000.
Liquidity risk
The Group expects to fund its exploration
and development programme, as well as its administrative and
operating expenses throughout 2023, principally using existing
working capital and expected proceeds from the sale of future crude
oil production. The Group had a bank balance of
approximately $25,622 at 31 December
2023 (2022: $132,000).
Cash flow risk
The Group expects to have sufficient working capital to continue operations and
to remain cash flow positive through 2023. This will be
continuously monitored and reviewed by the directors through the
inclusion of regular cash flow forecasts in management
reports.
21. Financial commitments
Capital commitments
The Group had no material capital
commitments at the year-end.
22. Related party transactions
Group
No related party transactions
other than those highlighted below.
Company
At the year end, the Company owed
its subsidiaries $3,108,000
(2022: $2,246,000) in respect of intercompany loans that
are unsecured and interest-free.
The Company has the following
loans outstanding with related
parties:
In December 2023, the Company
obtained short-term loans from a director totalling $45,000
(2022: $nil) which
remains outstanding as of year-end. The loan is unsecured and
bears interest free and repayable upon
demand.
Notes to the Financial Statements (continued)
For the year ended 31 December 2023
23. Share-based payments
The Group has a share-ownership
compensation scheme for senior executives of the
Group whereby senior
executives may be granted options to purchase ordinary shares
in the Company.
The Group has
previously issued warrants to senior executives as a welcome
incentive and to third parties as consideration for their services.
A share-based payment charge of $40,481
(2022: $155,000) for share options
was expensed during the year.
Date of
grant
|
At 31.12.22
|
Granted
|
Exercised
|
Expired
|
At 31.12.23
|
Exercise
price
|
Exercise/
vesting date
|
|
|
|
|
|
|
pence
|
From
|
To
|
Warrants
|
|
|
|
|
|
|
|
|
08/04/20
|
73,611,000
|
-
|
-
|
(73,611,000)
|
-
|
0.60
|
08/04/20
|
08/04/23
|
08/01/21
|
108,000,000
|
-
|
-
|
(108,000,000)
|
-
|
0.85
|
08/01/21
|
08/01/23
|
Options
|
|
|
|
|
|
|
|
|
29/10/14
|
675,000
|
-
|
-
|
(375,000)
|
300,000
|
0.4
|
29/10/14
|
28/10/24
|
04/06/18
|
9,500,000
|
-
|
-
|
-
|
9,500,000
|
5
|
04/06/18
|
03/06/25
|
29/09/20
|
5,000,000
|
-
|
-
|
-
|
5,000,000
|
0.5
|
29/09/20
|
29/09/27
|
29/09/20
|
5,000,000
|
-
|
-
|
-
|
5,000,000
|
0.75
|
29/09/20
|
29/09/27
|
29/09/20
|
5,000,000
|
-
|
-
|
-
|
5,000,000
|
1
|
29/09/20
|
29/09/27
|
29/09/20
|
733,333
|
-
|
-
|
-
|
733,333
|
0.5
|
29/09/20
|
29/09/27
|
29/09/20
|
733,333
|
-
|
-
|
-
|
733,333
|
0.75
|
29/09/20
|
29/09/27
|
29/09/20
|
733,334
|
-
|
-
|
-
|
733,334
|
1
|
29/09/20
|
29/09/27
|
29/09/20
|
1,666,666
|
-
|
-
|
-
|
1,666,666
|
0.5
|
29/09/20
|
29/09/27
|
29/09/20
|
1,666,667
|
-
|
-
|
-
|
1,666,667
|
0.75
|
29/09/20
|
29/09/27
|
29/09/20
|
1,666,667
|
-
|
-
|
-
|
1,666,667
|
1
|
29/09/20
|
29/09/27
|
29/09/20
|
1,333,333
|
-
|
-
|
-
|
1,333,333
|
0.5
|
29/09/20
|
29/09/27
|
29/09/20
|
1,333,333
|
-
|
-
|
-
|
1,333,333
|
0.75
|
29/09/20
|
29/09/27
|
29/09/20
|
1,333,334
|
-
|
-
|
-
|
1,333,334
|
1
|
29/09/20
|
29/09/27
|
Notes to the Financial Statements (continued)
For the year ended 31 December 2023
23. Share-based payments (continued)
The
total number of options and warrants outstanding at 31 December
2023 and 31
December 2022 are
as follows:
Total at 31 December 2023: 36,000,000
Total at 31 December
2022:
217,986,000
The number of options and warrants
outstanding to the directors at the year-end were as
follows:
Director
|
Warrants
|
Options
|
Total Warrants &
Options
|
2023
|
2022
|
2023
|
2022
|
2023
|
2022
|
|
|
|
|
|
|
|
M Lofgran
|
-
|
16,000,000
|
21,300,000
|
21,600,000
|
21,300,000
|
37,600,000
|
S Staley
|
-
|
2,000,000
|
5,000,000
|
5,000,000
|
5,000,000
|
7,000,000
|
J Stafford
|
-
|
-
|
5,500,000
|
5,500,000
|
5,500,000
|
5,500,000
|
Total
|
-
|
18,000,000
|
31,800,000
|
32,100,000
|
31,800,000
|
50,100,000
|
The estimated fair value of the
warrants issued in previous
years was calculated by applying the
Black-Scholes option pricing model. Volatility is based on historic share prices of the
Company. The assumptions used in the
calculation were as follows (the warrants
issued on 8 April 2020 were to subscribers of shares in a
fundraising and are not considered to be share based
payments):
Warrants
|
7 Feb 2017
|
02 Sep 2020
|
25 Sep 2020
|
8 Jan 2021
|
Share price at grant
date
|
2.53p
|
0.23p
|
0.3p
|
0.53p
|
Exercise price
|
2.55p
|
0.6p
|
0.35p
|
0.85p
|
Option life in years
|
5
years
|
2
years
|
2
years
|
2
years
|
Risk free rate
|
1%
|
1%
|
1%
|
0.5%
|
Expected volatility
|
50%
|
50%
|
50%
|
50%
|
Expected dividend yield
|
0%
|
0%
|
0%
|
0%
|
Fair value of
option/warrant
|
1.08p
|
0.01p
|
0.07p
|
0.07p
|
Weighted average remaining life
(years)
|
-
|
-
|
-
|
-
|
Notes to the Financial Statements (continued)
For the year ended 31 December 2023
23. Share-based payments (continued)
Options
|
28
Oct 2014
|
21 July
2017
|
21 July
2017
|
21 July
2017
|
Share price at grant
date
|
2.65p
|
1.55p
|
1.55p
|
1.55p
|
Exercise price
|
0.4p
|
3p
|
4.5p
|
6p
|
Option life in years
|
10
years
|
5
years
|
5
years
|
5
years
|
Risk free rate
|
1%
|
1%
|
1%
|
1%
|
Expected volatility
|
50%
|
50%
|
50%
|
50%
|
Expected dividend yield
|
0%
|
0%
|
0%
|
0%
|
Fair value of
option/warrant
|
0.13p
|
0.52p
|
0.35p
|
0.25p
|
Weighted average remaining life
(years)
|
0.83
|
-
|
-
|
-
|
Options
|
4 June 2018 -
Directors
|
29 Sep 2020
|
29 Sep 2020
|
29 Sep 2020
|
Share price at grant
date
|
2.50p
|
0.38p
|
0.38p
|
0.38p
|
Exercise price
|
5p
|
0.5p
|
0.75p
|
1p
|
Option life in years
|
7
years
|
7
years
|
7
years
|
7
years
|
Risk free rate
|
1%
|
1%
|
1%
|
1%
|
Expected volatility
|
50%
|
50%
|
50%
|
50%
|
Expected dividend yield
|
0%
|
0%
|
0%
|
0%
|
Fair value of
option/warrant
|
1.85p
|
0.16p
|
0.50p
|
0.26p
|
Weighted average remaining life
(years)
|
1.43
|
3.75
|
3.75
|
3.75
|
Notes to the Financial Statements (continued)
For the year ended 31 December 2023
24. Contingent
liabilities and guarantees
The Group has no contingent liabilities
in respect of legal claims arising from the ordinary course of
business and it is not anticipated that any material liabilities
will arise from contingent liabilities other than those provided
for.
25. Ultimate
controlling party
The Company is quoted on the AIM market
of the London Stock Exchange. At the date of the annual report
there was no one controlling party.
26. Events after the reporting
period
On 11 January 2024 the Company
raised £300,000 (before expenses) through a subscription and
placing of 250,000,000 new ordinary shares at a price of 0.12p per
share.
After the year end the Group sold
the Coleman and Raschke assets for approximately
$40,000.
END.
Nominated Adviser
Beaumont Cornish Limited
("Beaumont Cornish") is the Company's Nominated Adviser and is
authorised and regulated by the FCA. Beaumont Cornish's
responsibilities as the Company's Nominated Adviser, including a
responsibility to advise and guide the Company on its
responsibilities under the AIM Rules for Companies and AIM Rules
for Nominated Advisers, are owed solely to the London Stock
Exchange. Beaumont Cornish is not acting for and will not be
responsible to any other persons for providing protections afforded
to customers of Beaumont Cornish nor for advising them in relation
to the proposed arrangements described in this announcement or any
matter referred to in it.