TIDMCZN
RNS Number : 8785N
Curzon Energy PLC
27 September 2019
Market Abuse Regulation (MAR) Disclosure
Certain information contained in this announcement would have
been deemed inside information for the purposes of Article 7 of
Regulation (EU) No 596/2014 until the release of this
announcement.
27 September 2019
Curzon Energy Plc
("Curzon" or the "Company")
Unaudited Half-Year Results for the Six Months Ended 30 June
2019
Curzon Energy plc (LON:CZN) the London Stock Exchange listed oil
and gas development company, pursuing a targeted strategy of
upstream North American natural gas appraisal and development
assets, announces its unaudited interim results for the six months
to 30 June 2019.
CHAIRMAN'S STATEMENT
I am pleased to present the interim report for the Company
covering its results for the six months ended 30 June 2019.
Financial review
The Company incurred a loss of US$583,867 in the period. A
majority of this loss comprised expenditures in relation to the
evaluation and maintenance of the commercial potential of its Coos
Bay CBM project. Additional expenditures were occurred conducting
due diligence on the potential acquisition of an interest in the
Texas Gas Project.
Net cash of US$79,234 as at 30 June 2019 (US$451,188 as at 31
December 2018). Basic loss per share of US$0.006 (period ended 30
June 2018: US$0.007).
Given the nature of the business and its development strategy,
it is unlikely that the Board will recommend a dividend in the
foreseeable future.
Outlook
The Company's near-term goal remains focused on completing due
diligence and finalizing a transaction with Pared Energy to
participate in the Texas Gas Project. These interim accounts also
demonstrate the progress made in the Company's cost-reduction
efforts over the past year.
On behalf of the Board, I would like to take this opportunity to
thank our staff and advisers for their hard work as well as our
shareholders for their continued support.
We look forward to updating shareholders on our progress in due
course.
John McGoldrick
Chairman and Non-Executive Director
CHIEF EXECUTIVE OFFICER'S REVIEW
The Company's focus remains on maximizing value in its existing
Coos Bay coal bed methane project, while progressing a potential
transaction with Pared Energy for the acquisition of an interest in
the Texas Gas Project and participating in a drilling campaign in
Texas.
Additionally, the Company continues to assess additional oil and
gas opportunities on an ongoing basis. While progress to date has
largely occurred behind the scenes, we look forward to delivering
on such initiatives in the near term.
Scott Kaintz
Chief Executive Officer
STATEMENT OF DIRECTORS' RESPONSIBILITIES IN RESPECT OF THE
CONDENSED INTERIM REPORT AND CONDENSED FINANCIAL STATEMENTS
The Directors confirm that the condensed interim financial
information has been prepared in accordance with International
Accounting Standard 34, 'Interim Financial Reporting', as adopted
by the European Union and that the Interim Report includes a fair
review of the information required by DTR 4.2.7R and DTR 4.2.8R,
namely: an indication of important events that have occurred during
the first six months and their impact on the condensed interim
financial information, and a description of the principal risks and
uncertainties for the remaining six months of the financial year;
and material related-party transactions in the first six months and
any material changes in the related-party transactions described in
the last Annual Report.
By order of the Board
John McGoldrick
Chairman and Non-Executive Director
Consolidated statement of comprehensive income
for the six months ended 30 June 2019
Six months Six months
ended ended Year ended
30 June 30 June 31 December
2019 2018 2018
Unaudited Unaudited Audited
Notes US$ US$ US$
-------------------------------------- ------ ------------ ------------- ---------------
Administrative expenses 6 (571,292) (511,951) (1,363,949)
-------------------------------------- ------ ------------ ------------- ---------------
Loss from operations (571,292) (511,951) (1,363,949)
Finance expense, net 7 (14,645) (31,893) (42,321)
Impairment of exploration
and evaluation assets - - (575,316)
Foreign exchange differences 2,070 12,854 -27,878
-------------------------------------- ------ ------------ ------------- ---------------
Loss before taxation (583,867) (530,990) (1,953,708)
Income tax expense - - -
-------------------------------------- ------ ------------ ------------- ---------------
Loss for the period attributable
to equity holders of the
parent company (583,867) (530,990) (1,953,708)
-------------------------------------- ------ ------------ ------------- ---------------
Other comprehensive income/(expense)
Gain/(loss) on translation
of parent net assets and
results from functional
currency into presentation
currency 6,474 (4,716) (70,245)
-------------------------------------- ------ ------------ ------------- ---------------
Total comprehensive loss
for the period (577,393) (535,706) (2,023,953)
-------------------------------------- ------ ------------ ------------- ---------------
(Loss) per share
Basic and diluted, US$ 4 (0.007) (0.007) (0.026)
-------------------------------------- ------ ------------ ------------------ ----------
Consolidated statements of financial position
At 30 June At 30 June At 31 December
2019 2018 2018
Unaudited Unaudited Audited
Notes US$ US$ US$
------------------------------- ------ ------------- ------------- ---------------
Assets
Non-current assets
Intangible assets 2,559,000 3,302,444 2,559,000
Restricted cash 125,000 125,000 125,000
Total non-current assets 2,684,000 3,427,444 2,684,000
------------------------------- ------ ------------- ------------- ---------------
Current assets
Prepayments and other
receivables 65,336 175,638 36,157
Cash and cash equivalents 79,234 451,188 125,621
------------------------------- ------ ------------- ------------- ---------------
Total current assets 144,570 626,826 161,778
------------------------------- ------ ------------- ------------- ---------------
Total assets 2,828,570 4,054,270 2,845,778
------------------------------- ------ ------------- ------------- ---------------
Liabilities
Current liabilities
Trade and other payables 701,442 514,496 506,894
Borrowings 7 453,964 586,998 213,812
------------------------------- ------ ------------- ------------- ---------------
Total current liabilities 1,155,406 1,101,494 720,706
------------------------------- ------ ------------- ------------- ---------------
Total liabilities 1,155,406 1,101,494 720,706
------------------------------- ------ ------------- ------------- ---------------
Capital and reserves
attributable to shareholders
Share capital 5 1,103,457 964,575 1,024,036
Share premium 3,586,948 3,199,004 3,563,122
Share-based payments
reserve 454,026 217,062 454,026
Warrants reserve 213,249 191,011 191,011
Merger reserve 31,212,041 31,212,041 31,212,041
Foreign currency translation
reserve (57,300) 1,755 (63,774)
Accumulated losses (34,839,257) (32,832,672) (34,255,390)
------------------------------- ------ ------------- ------------- ---------------
Total capital and reserves 1,673,164 2,952,776 2,125,072
------------------------------- ------ ------------- ------------- ---------------
Total equity and liabilities 2,828,570 4,054,270 2,845,778
------------------------------- ------ ------------- ------------- ---------------
Consolidated statements of changes in equity
Share Share Consolidation Share-based Warrant Foreign Accumulated Total
capital premium reserve payment reserve currency losses
reserve translation
reserve
US$ US$ US$ US$ US$ US$ US$ US$
--------------- ---------- ---------- -------------- ------------ -------- ------------ ------------- ------------
At 1 January
2018
(audited) 964,575 3,199,004 31,212,041 114,659 191,011 6,471 (32,301,682) 3,386,079
Loss for the
period - - - - - - (530,990) (530,990)
Other
comprehensive
income for
the
period - - - - - (4,716) - (4,716)
--------------- ---------- ---------- -------------- ------------ -------- ------------ ------------- ------------
Total
comprehensive
loss for the
period - - - - - (4,716) (530,990) (535,706)
Issue of share
options - - - 102,403 - - - 102,403
--------------- ---------- ---------- -------------- ------------ -------- ------------ ------------- ------------
At 30 June
2018
(unaudited) 964,575 3,199,004 31,212,041 217,062 191,011 1,755 (32,832,672) 2,952,776
--------------- ---------- ---------- -------------- ------------ -------- ------------ ------------- ------------
At 1 January
2018
(audited) 964,575 3,199,004 31,212,041 114,659 191,011 6,471 (32,301,682) 3,386,079
Loss for the
year
2018 - - - - - - (1,953,708) (1,953,708)
Other
comprehensive
income for
the
year - - - - - (70,245) - (70,245)
--------------- ---------- ---------- -------------- ------------ -------- ------------ ------------- ------------
Total
comprehensive
loss for the
year - - - - - (70,245) (1,953,708) (2,023,953)
Issue of
shares 59,461 416,223 - - - - 475,684
Share issue
costs - (52,105) - - - (52,105)
Issue of share
options - - - 339,367 - - - 339,367
--------------- ---------- ---------- -------------- ------------ -------- ------------ ------------- ------------
At 1 January
2019
(audited) 1,024,036 3,563,122 31,212,041 454,026 191,011 (63,774) (34,255,390) 2,125,072
--------------- ---------- ---------- -------------- ------------ -------- ------------ ------------- ------------
Loss for the
period - - - - - - (583,867) (583,867)
Other
comprehensive
income for
the
year - - - - - 6,474 - 6,474
--------------- ---------- ---------- -------------- ------------ -------- ------------ ------------- ------------
Total
comprehensive
loss for the
year - - - - - 6,474 (583,867) (577,393)
Issue of
shares 79,421 46,064 - - - - - 125,485
Issue of share
warrants - (22,238) - - 22,238 - - -
At 30 June
2019
(unaudited) 1,103,457 3,586,948 31,212,041 454,026 213,249 (53,300) 34,839,257 1,673,164
--------------- ---------- ---------- -------------- ------------ -------- ------------ ------------- ------------
Consolidated statement of cash flows
Six months Six months
ended ended Year ended
30 June 30 June 31 December
2019 2018 2018
Unaudited Unaudited Audited
Notes US$ US$ US$
------------------------------------- ------- ----------- ------------ -------------
Cash flow from operating
activities
Loss before taxation (583,867) (530,990) (1,953,708)
Adjustments for:
Finance cost, net 14,645 31,893 42,321
Share-based payments charge - 102,403 339,367
Foreign exchange movements (2,070) (12,854) (27,878)
Operating cashflows before
working capital changes (571,292) (409,548) (1,024,582)
Changes in working capital:
(Increase)/decrease in receivable (29,180) (27,022) 112,461
Increase/(decrease) in payables 203,185 35,814 (22,541)
---------------------------------------------- ----------- ------------ -------------
Net cash used in operating
activities (397,287) (400,756) (934,662)
---------------------------------------------- ----------- ------------ -------------
Investing activities
Capitalised exploration costs - (743,444) (575,316)
Net cash flow from investing
activities - (743,444) (575,316)
---------------------------------------------- ----------- ------------ -------------
Financing activities
Issue of ordinary shares 125,485 - -
Costs of share issue - - (52,105)
Proceeds from new borrowings 227,048 - 100,000
Net cash flow from financing
activities 352,533 - 47,895
---------------------------------------------- ----------- ------------ -------------
Net Increase in cash and
cash equivalents in the period (44,754) (1,144,200) (1,462,083)
Cash and cash equivalents
at the beginning of the period 125,621 1,595,035 1,595,035
Restricted cash held on deposits 125,000 125,440 125,440
---------------------------------------------- ----------- ------------ -------------
Total cash and cash equivalents
at the beginning of the period,
including restricted cash 250,621 1,720,475 1,720,475
---------------------------------------------- ----------- ------------ -------------
Effect of the translation
of cash balances into presentation
currency (1,633) 353 (7,331)
(Decrease)/increase in restricted
cash - (440) (440)
Cash and cash equivalents
at the end of the period 79,234 451,188 125,621
Restricted cash held on deposits 125,000 125,000 125,000
---------------------------------------------- ----------- ------------ -------------
Total cash and cash equivalents
at the end of the period,
including restricted cash 204,234 576,188 250,621
---------------------------------------------- ----------- ------------ -------------
NOTES TO THE CONSOLIDATED FINANCIAL INFORMATION
1. General information and basis of preparation
The Company was incorporated and registered in England and a
public limited company. The Company's registered number is 09976843
and its registered office is at Kemp House, 152 City Road, London
EC1V 2NX. On 4 October 2017, the Company's shares were admitted to
the Official List (by way of Standard Listing) and to trading on
the London Stock Exchange's Main Market.
With effect from admission, the Company has been subject to the
Listing Rules and the Disclosure Guidance and Transparency Rules
(and the resulting jurisdiction of the UK Listing Authority) to the
extent such rules apply to companies with a Standard Listing
pursuant to Chapter 14 of the Listing Rules.
The principal activity of the Company is that of a holding
company for its subsidiaries, as well as performing all
administrative, corporate finance, strategic and governance
functions of the Group. The Company's investments comprise of
subsidiaries operating in the natural gas sector.
The Company has the following subsidiary undertakings:
Name Country Issued capital Proportion Activity
of incorporation held by Group
at reporting
date
----------------- ------------------ --------------- --------------- ------------------------
Coos Bay Energy, Membership
LLC* USA interests 100% Holding company
Westport Energy
Acquisitions,
Inc.* USA Shares 100% Holding company
Westport Energy, Membership
LLC* USA interests 100% Oil and gas exploration
Curzon Energy,
Inc.** USA Shares 100% Holding company
Rigel Energy, Membership
LLC** USA interests 100% Holding company
----------------- ------------------ --------------- --------------- ------------------------
*All the above subsidiaries have same registered office with
address 1001 SW 5th Avenue, Suite 1100, Portland, OR 97204,
USA.
**These subsidiaries have a registered office with address
Corporation Trust Center,1209 Orange Street, City of Wilmington,
New Castle County, Delaware 19801.
More information on the individual group companies and timing of
their acquisition is presented in the Company's audited
consolidated financial information and notes thereto for the year
ended 31 December 2018.
2. Accounting policies
The Group Financial statements are presented in US Dollars.
Basis of preparation
The financial statements have been prepared in accordance with
International Financial Reporting Standards and IFRIC
interpretations as endorsed by the EU ("IFRS") and the requirements
of the Companies Act applicable to companies reporting under
IFRS.
The preparation of the Group financial statements in conformity
with IFRS requires the use of certain critical accounting
estimates. It also requires the Directors to exercise their
judgment in the process of applying the Group's accounting
policies. The Group's accounting policies as well as the areas
involving a higher degree of judgment and complexity, or areas
where assumptions and estimates are significant to the Group
financial statements are disclosed in the audited annual report for
the year ended 31 December 2018 and are available on the Group's
website.
In the opinion of the management, the interim unaudited
consolidated financial information includes all adjustments
considered necessary for fair and consistent presentation of this
financial information. The interim unaudited consolidated financial
information should be read in conjunction with the Company's
audited financial statements and notes for the year ended 31
December 2018.
IFRS 16 Leases was applied in this financial information for the
first time. There is no material effect on the Group's account on
IFRS 16 adoption. All the Group's leases are short-term leases,
which are month-to-month obligations (i.e., US virtual office and
US storage operating leases).
All operating land lease agreements for the oil and gas
exploration areas are outside of the scope of IFRS 16. Coos County
annual land lease payment is US$28,971 and is payable bi-annual
instalments with payment due in April and October.
Going concern
The Group financial statements have been prepared on a going
concern basis as the Directors have assessed the Group's ability to
continue in operational existence for the foreseeable future. The
operations are currently being financed by third party loans.
The Group is reliant on the continuing support from its
shareholders and the expected support of future shareholders.
The Group financial statements do not include the adjustments
that would result if the Group were not to continue as a going
concern.
Basis of consolidation
The consolidated financial statements of the Group incorporate
the financial statements of the Company and entities controlled by
the Company, its subsidiaries. More information on the individual
group companies, details and timing of their acquisition is
presented in the Company's audited consolidated financial
information and notes thereto for the year ended 31 December
2018.
At the time of its acquisition by the Company, Coos Bay Energy,
LLC consisted of Coos Bay Energy, LLC and its wholly owned US
Group. It is the Directors' opinion that the Company at the date of
acquisition of Coos Bay Energy, LLC did not meet the definition of
a business as defined by IFRS 3 and therefore the acquisition is
outside on the IFRS 3 scope. Where a party to an acquisition fails
to satisfy the definition of a business, as defined by IFRS 3,
management have decided to adopt a "merger accounting" method of
consolidation as the most relevant method to be used.
The Group consistently applies it to all similar transactions in
the following way:
- the acquired assets and liabilities are recorded at their
existing carrying values rather than at fair value;
- no goodwill is recorded;
- all intra-group transactions, balances and unrealised gains
and losses on transactions are eliminated from the beginning of the
first comparative period or inception, whichever is earlier;
- comparative periods are restated from the beginning of the
earliest comparative period presented based on the assumption that
the companies have always been together;
- all the pre-acquisition accumulated losses of the legal
acquire are assumed by the Group as if the companies have always
been together;
- all the share capital and membership capital contributions of
all the companies included into the legal acquiree sub-group less
the Company's cost of investment into these companies are included
into the merger reserve; and
- the Company's called up share capital is restated at the
preceding reporting date to reflect the value of the new shares
that would have been issued to acquire the merged company had the
merger taken place at the first day of the comparative period.
Where new shares have been issued during the current period that
increased net assets (other than as consideration for the merger),
these are recorded from their actual date of issue and are not
included in the comparative statement of financial position.
The results and cash flows of all the combining entities were
brought into the financial statements of the combined entity from
the beginning of the financial year in which the combination
occurred, adjusted so as to achieve uniformity of accounting
policies. The comparative information was restated by including the
total comprehensive income for all the combining entities for the
previous reporting period and their statement of financial position
for the previous reporting date, adjusted as necessary to achieve
uniformity of accounting policies.
At 30 June 2019, the Group results include the results of all
the subsidiaries included in Note 1. At 30 June 2018 and 31
December 2018, the group results include the results of Curzon
Energy Plc, Coos Bay Energy, LLC, Westport Energy Acquisitions,
Inc. and Westport Energy, LLC.
2. Segmental analysis
In the opinion of the directors, the Group is primarily
organised into a single operating segment. This is consistent with
the Group's internal reporting to the chief operating decision
maker. Separate segmental disclosures have therefore not been
included.
3. Pro forma basic and diluted loss per share
The basic loss per share is derived by dividing the loss for the
year attributable to ordinary shareholders of the Company by the
weighted average number of shares in issue.
Diluted loss per share is derived by dividing the loss for the
year attributable to ordinary shareholders of the Company by the
weighted average number of shares in issue plus the weighted
average number of ordinary shares that would be issued on
conversion of all dilutive potential ordinary shares into ordinary
shares.
The following reflects the loss and share data used in the basic
and diluted loss per share computations:
For six For six
months months For year
ended ended ended
30 June 30June 31 December
2019 2018 2018
Unaudited Unaudited Audited
----------------------------------------- ----------- ----------- -------------
Loss after tax (US$) (583,867) (530,990) (1,953,708)
Weighted average number of ordinary
shares of GBP0.01 in issue 80,995,897 72,594,700 74,449,821
Effect of dilutive options and warrants - - -
Weighted average number of ordinary
shares of GBP0.01 in issue inclusive
of outstanding dilutive options
and warrants 80,995,897 72,594,700 74,449,821
Loss per share - basic and fully
diluted (US$) 0.007 0.007 0.026
----------------------------------------- ----------- ----------- -------------
At 30 June 2019, 31 December 2018 and 30 June 2018, the effect
of all potentially dilutive instruments was anti-dilutive as it
would lead to a further reduction of loss per share, therefore they
were not included into the diluted loss per share calculation.
4. Share capital
Authorised share capital
The Company's authorised share capital at 30 June 2019 was
500,000,000 shares of GBP0.01 per share up to an aggregate nominal
amount of GBP5,000,000, which was authorised by the Directors on 26
June 2019.
Issued equity share capital
At 30 June 2019 At 31 December At 30 June 2018
Unaudited 2018 Unaudited
Audited
----------------------- ----------------------- ---------------------
Number US$ Number US$ Number US$
-------------------- ----------- ---------- ----------- ---------- ----------- --------
Issued and fully
paid
Ordinary shares of
GBP0.01 each 83,032,972 1,103,457 77,020,316 1,024,036 72,594,700 964,575
-------------------- ----------- ---------- ----------- ---------- ----------- --------
The Company has one class of Ordinary shares which carry no
right to fixed income.
5. Administrative expenses
For six
months For year
ended For six months ended
30 June ended 31 December
2019 30June 2018 2018
Unaudited Unaudited Audited
US$ US$ US$
------------------------------ ----------- --------------- -------------
Staff costs
Directors' salaries 81,064 186,582 726,767
Consultants 33,111 27,703 64,965
Employers NI 5,949 - 1,968
Professional services
Accounting, audit & taxation 53,178 53,020 98,356
Legal - 17,647 68,655
Marketing 17,771 3,822 57,422
Other 8,961 - 31,202
Regulatory compliance 45,286 108,465 130,830
Standard Listing Regulatory 269,532 - -
Costs
Travel 6,069 21,353 41,614
Office and Admin
General 5,324 43,162 64,165
IT related costs 2,039 3,949 2,379
Rent 27,456 25,910 41,552
Insurance 15,552 20,337 34,074
571,292 511,950 1,363,949
------------------------------ ----------- --------------- -------------
6. Borrowings
The following loans from third parties were outstanding during
the six months ended 30 June 2019. Details of the notes are
disclosed in the table below:
Origination Contractual Note Annual Security Settlement
date settlement value Note interest details
date in original value, rate
currency US$
--------------- ------------- ------------- ------------- --------- ---------- ---------- ------------
3 Oct 30 Oct
YA Global 2018 2020 $100,000 $100,000 10% Unsecured Outstanding
25 Apr 30 Apr
YA Global 2019 2020 $100,000 $100,000 10% Unsecured Outstanding
1 Sep 1 Oct
Bruce Edwards 2017 2019 $100,000 $100,000 15% Unsecured Outstanding
Bespoke 100% of
Capital 26 Jun 1 Oct Coos Bay
Solutions 2019 2019 GBP100,000 $127,048 13% assets Outstanding
--------------- ------------- ------------- ------------- --------- ---------- ---------- ------------
No interim payments are required under the promissory notes, as
the payment terms require the original principal amount of each
note, and all accrued interest thereon, to be paid in single lump
payments on the respective contractual settlement dates.
30 June 2019 30 June 2018 31 December
Unaudited Unaudited 2018
US$ US$ Audited
US$
-------------------------------- ------------- ------------- ------------
At the beginning of the period 213,812 578,599 578,599
Received during the year 227,048 - 100,000
Interest accrued during the
period 14,645 31,893 42,321
Exchange rate differences (1,541) (23,494) (31,424)
Discharged during the year
by issue of shares in Curzon - - (475,684)
-------------------------------- ------------- ------------- ------------
At the end of the period 453,694 586,998 213,812
-------------------------------- ------------- ------------- ------------
7. Post balance sheet events
On 4 July 2019, the Company announced that had agreed to issue
GBP200,000 of secured loan notes to high net worth investors. The
notes yield 13% per annum, are due for repayment on 1 October 2019,
carry a 5% redemption fee, and are secured on the Company's
interest in Coos Bay Energy. Further, the Company agreed to issue
these investors warrants over 1,000,000 shares in the capital of
the Company, exercisable at a price of GBP0.02 for a period of 18
months. The proceeds of these loan notes were to be used for
working capital and costs associated with the diligence and
negotiations of a transaction with Pared Energy, LLC and the Texas
Gas Project, as announced on 29 March 2019, 20 December 2018, and
21 November 2018.
For further information please contact:
Curzon Energy Plc +44 (0) 20 7747 9980
Scott Kaintz
www.curzonenergy.com
SP Angel Corporate Finance LLP +44 (0) 20 3470 0470
Richard Hail
Stephen Wong
Optiva Securities Limited +44 (0) 20 3137 1902
Christian Dennis
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
IR DMGZLMVVGLZZ
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September 27, 2019 02:01 ET (06:01 GMT)
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