TIDMPHE
RNS Number : 4876L
Powerhouse Energy Group PLC
06 September 2023
6 September 2023
Powerhouse Energy Group plc
("Powerhouse", "PHE", the "Group" or the "Company")
Half Year Report
Powerhouse Energy Group plc (AIM: PHE), the UK technology
company pioneering integrated technology that converts
non-recyclable waste into low carbon energy , is pleased to
announce its unaudited half year report for the six months ended 30
June 2023.
Highlights
Management and Business Strategy
-- Appointment of new Non-Executive Chairman (Antony
Gardner-Hillman) and three Non-Executive Directors (David
Hitchcock, Tony Gale and Prof. Karol Kacprzak) with Paul Emmitt as
Acting Chief Executive Officer.
-- Acquisition of the remaining portion of Engsolve shares
(51.61%) to complete the 100% ownership of Engsolve and integration
into the Powerhouse Group.
-- Announced new Business Strategy in the Annual Report to
develop revenue streams through provision of engineering services
and being actively involved in developing capital projects using
project finance methodology.
Commercial Development
-- Framework Services Agreement signed with Petrofac for
provision of engineering services on request.
-- Completed acquisition of 100% of the shareholding in Protos
Waste to Hydrogen No1 Ltd, the special purpose vehicle for the
Waste to Hydrogen development at Protos. PHE is managing the
project and working with Petrofac to finalise details prior to
procurement of plant and equipment.
-- Established representation in Northern Ireland with view to
developing capital project in Ballymena.
-- Signed heads of agreement on a joint venture with Hydrogen
Utopia International plc (LON: HUI) at Longford, replacing project
at Lanespark, Tipperary.
-- Progressing prospects in south-east Asia and Australasia.
Technology and Innovation
-- Entered into lease and took possession of self-contained
building in Bridgend, Wales for establishment of the Powerhouse
Technology Centre, expected to open in Q1 2024.
-- Feedstock Testing Unit in manufacture by Mitchell Dryers to
be installed in the Powerhouse Technology Centre. Anticipated
operational by Q1 2024.
-- European patent on temperature control in kiln formally
allowed to go forward for registration.
-- Collaboration with University of Manchester on computerised
fluid dynamics and new methods of hydrogen separation from
syngas.
Financial Performance
-- Revenues for the half year of GBPnil (H1 2022: GBP353k).
-- Gross Profit for period GBPnil (H1 2022: GBP79.9k).
-- GBP4.90m cash at bank at 30 June 2023 (30 June 2022: GBP7.54m).
-- Placing to raise GBP1m before expenses on 21 August 2023,
supplementing the Group's resources.
The Group's revenues and gross profit for the half year ended 30
June 2023 decreased compared to the same period in 2022 due to the
Company changing strategy and acquiring Engsolve Ltd (Engineering
Services Supplier) and Protos Waste to Hydrogen No.1 Ltd (Waste to
Energy Project). These acquisitions formed part of the Company's
future strategy and changed the transactions between these
companies from third party supplies and third party sales to
intragroup transactions which were therefore eliminated from the
consolidation.
Statement from Tony Gardner-Hillman, Non-Executive Chairman of
Powerhouse Energy Group Plc
"PHE took a major step forward in 2023 with a new business
strategy and a new board to deliver it whose members have committed
to the Company and are expanding its activities to secure its
future. I welcome David Hitchcock, Tony Gale and Karol Kacprzak as
new board members and thank Paul Emmitt and Hugh McAlister for
their ongoing support. I also welcome the Engsolve team and look
forward to the positive contribution they will make to PHE. Keith
Riley has just announced his resignation from the board and as
Acting CEO. My thanks to Keith were set out in the Company's
announcement on that topic on 06 September 2023.
The profit and loss statement in this half year report does not,
in my view, reflect the true trading potential of the Company.
Following the acquisition of the Protos SPV, the revenues reported
last year in servicing the Protos project have now been
internalised, and so are reported as a cost. Meanwhile the
acquisition of Engsolve occurred late in the period, so minimal
benefit from Engsolve revenues is recognised in these accounts.
Good progress has been made on the development of the Powerhouse
Technology Centre. The board held its July board meeting there. The
building is now ready, and the Feedstock Testing Unit is well into
manufacture. I look forward to the Centre being operational early
next year and believe it will become a cornerstone in PHE's ability
to promote its technology and know-how. The Centre will also help
to support the Company's investments in capital projects, which are
now moving forward in Northern Ireland and the Republic of Ireland
as well as Protos. Considerable interest in PHE's offering is also
being expressed in south-east Asia and Australia.
There is much work to be done. We need to ensure the integration
of Engsolve, and PHE must grow its presence in the provision of
engineering services as well getting other commercial projects
underway. The changes implemented during the first half of this
year will enable this to happen. We look forward to updating
investors on our progress as we continue through the year."
For more information, contact:
Powerhouse Energy Group Plc
Antony Gardner-Hillman +44 (0) 7733 146326
WH Ireland Limited (Nominated Adviser)
James Joyce
James Bavister +44 (0) 207 220 1666
Turner Pope Investments (TPI) Ltd
(Joint Broker)
Andrew Thacker
James Pope +44 (0) 203 657 0050
Tavistock (Financial PR) powerhouse@tavistock.co.uk
Simon Hudson
Nick Elwes
Heather Armstrong
About Powerhouse Energy Group plc
Powerhouse Energy has developed a proprietary process technology
- DMG(R) - which can utilise waste plastic, end-of-life-tyres, and
other waste streams to convert them efficiently and economically
into syngas from which valuable products such as chemical
precursors, hydrogen, electricity, and other industrial products
may be derived. Powerhouse's technology is one of the world's first
proven, "distributable modular generation", energy from waste
processes.
Powerhouse's process produces low levels of safe residues and
requires a small operating footprint, making it suitable for
deployment at enterprise and community level.
Powerhouse is quoted on the London Stock Exchange's AIM Market
under the ticker: PHE and is incorporated in England and Wales.
For more information see www.powerhouseenergy.co.uk
Consolidated Statement of Comprehensive Income
(Unaudited) (Unaudited) (Audited)
Group Company Company
Six Months Six Months Year
Ended ended Ended
30 June 30 June 31 Dec
Note 2023 2022 2022
GBP GBP GBP
Revenue 1 - 352,713 380,277
Cost of sales - (272,808) (295,912)
Gross Profit - 79,905 84,365
----------- ----------- ------------
Engineering Project Costs (368,154) - -
Administrative expenses (979,432) (1,050,400) (2,258,177)
Acquisition costs (31,457) - -
Share of associate 67,302 49,694 60,326
Operating loss (pre-exceptional
items) (1,311,741) (920,801) (2,113,486)
=========== =========== ============
Exceptional Items:
Exclusivity Impairment - - (500,000)
Goodwill Impairment - - (40,660,000)
Fair Value Gain on Equity Investment 2 282,150 - -
Loan Reversal 3 453,017 - (2,159,274)
(Revenue)/Engineering Impairment - - (986,392)
Operating (Loss) (post exceptional
items) (576,574) (920,801) (46,419,152)
=========== =========== ============
Net finance revenues - 21,434 65,448
(Loss) before taxation (576,574) (899,367) (46,353,704)
Income tax credit/(charge) (9,273) 155,025
(Loss) after taxation (576,574) (908,640) (46,198,679)
----------- ----------- ------------
Total comprehensive (loss) (576,574) (908,640) (46,198,679)
=========== =========== ============
Total comprehensive (loss) attributable
to:
Owners of the Company (576,574) (908,640) (46,198,679)
Non-controlling interests - - -
----------- ----------- ------------
(Loss) per share from continuing
operations (pence) 6 (0.01) (0.02) (1.17)
The figures as presented are not strictly comparable with the
prior year period as the comparative figures are non-consolidated,
with the Group only coming into effect in 2023.
The notes numbered 1 to 9 are an integral part of the half year
financial information.
Statement of Consolidated Financial Position
(Unaudited) (Unaudited) (Unaudited) (Audited)
Group Company Company Company
As at As at As at As at
30 June 30 June 30 June 31 December
Note 2023 2023 2022 2022
GBP GBP GBP GBP
ASSETS
Non-current assets
Intangible fixed assets 5 3,155,337 2,503,585 43,654,220 2,502,073
Tangible fixed assets 456,672 444,978 23,901 5,795
Investments in subsidiary undertakings 1 827,838 1 1
Investments in associated undertakings - - 179,026 187,638
Total non-current assets 3,612,010 3,776,401 43,857,148 2,695,507
------------ ------------ ------------ ------------
Current Assets
Loans receivable - - 1,925,112 -
Trade and other receivables 250,620 100,128 1,441,287 403,247
VAT Recoverable 333,223 376,380 - -
Corporation tax - - - 166,318
Cash and cash equivalents 4,897,457 4,424,877 7,536,341 5,882,897
------------ ------------ ------------ ------------
Total current assets 5,481,300 4,901,385 10,902,740 6,452,462
============ ============ ============ ============
Total assets 9,093,310 8,677,786 54,759,888 9,147,969
LIABILITIES
Current liabilities
Creditors: amounts falling due
within one year (801,221) (1,120,864) (601,186) (279,306)
Total current liabilities (801,221) (1,120,864) (601,186) (279,306)
------------ ------------ ------------ ------------
Total assets less current liabilities 8,292,089 7,556,922 54,158,702 8,868,663
------------ ------------ ------------ ------------
Creditors: amounts falling due - - - -
after more than one year
Net assets 8,292,089 7,556,922 54,158,702 8,868,663
------------ ------------ ------------ ------------
EQUITY
Shares and stock 4 22,900,856 22,900,856 22,900,856 22,900,856
Share premium 61,291,710 61,291,710 61,291,710 61,291,710
Merger relief reserve - - 36,117,711 -
Accumulated deficit (75,900,477) (76,635,644) (66,151,575) (75,323,903)
Total surplus 8,292,089 7,556,922 54,158,702 8,868,663
------------ ------------ ------------ ------------
The figures as presented are not strictly comparable with the
prior year period as the comparative figures are non-consolidated,
with the Group only coming into effect in 2023.
The notes numbered 1 to 9 are an integral part of the half year
financial information.
Consolidated Statement of Cash Flows
(Unaudited) (Unaudited) (Audited)
Group Company Company
Six months Six months Year ended
Ended Ended 31
Note 30 June 30 June December
2023 2022 2022
GBP GBP GBP
Cash flows from operating activities
Operating (loss) (576,574) (920,801) (46,419,152)
Adjustments for:
* Share based payments - (18,629) (18,629)
* Amortisation 4,810 4,810 10,263
* Depreciation 2,633 11,021 27,970
* Goodwill impairment - - 41,160,000
* Loan Impairment 3 *(453,017) 2,077,600
* Share of associate (67,302) (49,694) (49,033)
* Fair Value Gain on Equity Investment (282,150) - -
* Loan Interest Charge 3 - - 81,674
* Other none cash movements (13,635) 3,006
Changes in working capital:
- Decrease/(Increase) in trade and
other receivables (14,278) (477,639) 560,401
* Increase/(decrease) in trade and other payables 521,915 50,007 (284,475)
* Tax credits received - 155,227 166,318
Net cash used in operations (877,598) (1,245,698) (2,684,057)
=========== =========== ============
Cash flows from investing activities
Dividends received from associate - 1,935 -
Cash for investment in Engsolve (572,896) - -
Cash acquired on acquisition 466,771
Loans advanced - (737,520) (927,600)
Purchase of intangible fixed assets - (104,532) (117,838)
Purchase of tangible fixed assets (1,512) (1,830) (673)
Net cash used in investing activities (107,637) (841,947) (1,046,111)
=========== =========== ============
Cash flows from financing activities
Proceeds from issue of shares - - -
Payments of principal under leases - (12,602) (23,455)
Net finance costs (205) (872) (940)
Net cash flows used in financing
activities (205) (13,474) (24,395)
=========== =========== ============
Net (decrease) in cash and cash equivalents (985,440) (2,101,119) (3,754,563)
Cash and cash equivalents at beginning
of period 5,882,897 9,637,460 9,637,460
Cash and cash equivalents at end
of period 4,897,457 7,536,341 5,882,897
----------- ----------- ------------
The figures as presented are not strictly comparable with the
prior year period as the comparative figures are non-consolidated,
with the Group only coming to effect in 2023.
The notes numbered 1 to 9 are an integral part of the half year
financial information.
Statement of Changes in Equity
Merger
Ordinary Deferred Share premium relief Accumulated
Share capital shares account reserve deficit Total
GBP GBP GBP GBP GBP GBP
Balance at 1 Jan 2022
(audited) 19,787,071 3,113,785 61,291,710 36,117,711 (65,224,306) 55,085,971
Transactions with equity
participants:
- Shares issued on -
exercise
options - - - - -
- Shares issued on -
exercise
warrants - - - - -
- Other share issues - - - - - -
Share based payment - - - - (18,629) (18,629)
Share issue -
costs - - - - -
Total
comprehensive
loss - - - - (908,640) (908,640)
Balance at 30 June 2022
(unaudited) 19,787,071 3,113,785 61,291,710 36,117,711 (66,151,575) 54,158,702
Transactions with equity
participants:
- Shares -
issued on
exercise
options - - - - -
Share based payment - - - - - -
Reserve transfer -
goodwill
impairment (36,117,711) 36,117,711 -
Total comprehensive loss - - - - (45,290,039) (45,290,039)
Balance at 31 Dec 2022
(audited) 19,787,071 3,113,785 61,291,710 - (75,323,903) 8,868,663
Share based payment - - - - - -
Total comprehensive (loss) - - - - (576,574) (576,574)
Balance at 30 June 2023
(unaudited) 19,787,071 3,113,785 61,291,710 - (75,900,477) 8,292,089
The following describes the nature and purpose of each reserve
within equity:
Deferred shares: Represents the combined total of all deferred
shares (0.5p, 4p and 4.5p).
Share premium: Amount subscribed for share capital in excess of
nominal value.
Merger relief reserve: Amount subscribed for share capital in
excess of nominal value where merger relief applies.
Accumulated deficit: Accumulated deficit represents the
cumulative losses of the Company and all other net gains and losses
and transactions with shareholders not recognised elsewhere.
The notes numbered 1 to 9 are an integral part of the half year
financial information.
Notes (forming part of the half year Group financial
information)
1. Summary of significant accounting policies
The following accounting policies have been applied consistently
in dealing with items which are considered material in relation to
the financial information.
1.1. Basis of preparation
This half year consolidated financial information is for the six
months ended 30 June 2023 and has been prepared in accordance with
International Accounting Standard 34 "Interim Financial
Statements". The accounting policies applied are consistent with
International Financial Reporting Standards ("IFRS") issued by the
International Accounting Standards Board (IASB) as adopted for use
in the United Kingdom and with those parts of the Companies Act
2006 applicable to companies reporting under IFRS (except as
otherwise stated). The accounting policies and methods of
computation used in the half year financial information are
consistent with those of the previous financial year and
corresponding half year reporting period (save that, as mentioned
above, prior year comparative figures are non-consolidated, with
the Group only coming to effect in 2023) and with those expected to
be applied for the year ending 31 December 2023.
The Group d oes not consider any new and amended standards that
became applicable for the current reporting period to have any
impact on the Groups results.
The unaudited results for period ended 30 June 2023 do not
constitute statutory accounts within the meaning of Section 435 of
the Companies Act 2006. The comparative figures for the period
ended 31 December 2022 for the Company are extracted from the
audited financial statements which contained an unqualified audit
report and did not contain statements under Sections 498 to 502 of
the Companies Act 2006.
This half year financial statement will be, in accordance with
the AIM Rules for Companies, available shortly on the Company's
website.
As the Group did not come into existence until the current
period it should be noted that comparatives are for Company only.
Details on types of investment are in Note 1.4 below.
1.2. Going concern
The Directors have considered all available information about
future events when considering going concern. The Directors have
prepared and reviewed cash flow forecasts for 12 months following
the date of these Financial Statements. The projections show that
the Group will have sufficient funding to be able to continue as a
going concern on the basis of its cash balances as at 30 June
2023.
The half year financial statements do not include the
adjustments that would result if the Group were unable to continue
as a going concern.
1.3. Functional and presentational currency
This half year financial information is presented in GBP
sterling which is the Group's functional currency.
1.4. Fixed asset investments
Interests in subsidiaries, associates and jointly controlled
entities are initially measured at cost and subsequently measured
at cost less any accumulated impairment losses. The investments are
assessed for impairment at each reporting date and any impairment
losses or reversals of impairment losses are recognised immediately
in the profit and loss account.
A subsidiary is an entity controlled by the company. Control is
the power to govern the financial and operating policies of the
entity so as to obtain benefits from its activities.
An associate is an entity, being neither a subsidiary nor a
joint venture, in which the Company holds a long-term interest and
where the company has significant influence. The company considers
that it has significant influence where it has the power to
participate in the financial and operating decisions of the
associate.
Entities in which the Company has a long-term interest and
shares control under a contractual arrangement are classified as
jointly controlled entities.
1.5. Revenue
The Group provides engineering services for the application of
the DMG technology, the intellectual property that the Group owns.
Revenue from providing services is recognised in the accounting
period in which services are rendered. For fixed-price contracts,
revenue is recognised based on the actual service provided to the
end of the reporting period as a proportion of the total services
to be provided to the extent to which the customer receives the
benefits. This is determined based on the actual labour hours spent
relative to the total expected labour hours.
Where a contract includes multiple performance obligations as
specified by the work scope, the transaction price will be
allocated to each performance obligation based on the estimated
expected cost-plus margin.
Estimates of revenues, costs, or extent of progress toward
completion of services are revised if circumstances change. Any
resulting increases or decreases in estimated revenues or costs are
reflected in profit or loss in the period in which the
circumstances that give rise to the revision become known by
management.
In the case of fixed-price contracts, the customer pays the
fixed amount based on a payment schedule. If the services rendered
by the Group exceed the payment, a contract asset is recognised. If
the payments exceed the services rendered, a contact liability is
recognised.
If a contract includes an hourly fee, revenue is recognised in
the amount to which the Group has a right to invoice.
2. FAIR VALUE GAIN ON EQUITY INVESTMENT
On 12 August 2021, the Company acquired a 48.39% interest in
Engsolve Limited, an engineering consultancy company incorporated
and operating in England and Wales. On 21 June 2023, the Company
completed the acquisition of the balance of the issued share
capital of Engsolve (51.61%). The previous shareholding in Engsolve
(48.39%) was subsequently revalued leading to a fair value gain of
GBP282,150 on the original shareholding. Please refer to note 8
below.
3. impairment of INTER Company loans & transactions
Prior to December 2022 the Company entered into transactions
with Protos to provide funding via a loan facility with the balance
at 31 December of GBP2,159,274 and also made sales to Protos of
GBP986,392. It was determined by the Company on 31 December 2022
that these amounts were no longer recoverable and were therefore
written off within the Company. The write off of the loan
facilities has been recognised against capitalised development
expenditure in the sum of GBP2,692,649. The remaining GBP453,017
has been written off to the profit and loss account in the
consolidated financial statements. This write off was to reflect
the impairment of the transactions with the understanding of the
fact that the impairment maybe unwound should Protos achieve
sufficient results to be able to repay the loan and sales.
4. SHARE CAPITAL
0.5 p Ordinary 0.5p Deferred 4.5 p Deferred 4.0 p Deferred
shares shares shares shares
Balance at 1 January 2023 3,957,414,135 388,496,747 17,373,523 9,737,353
Shares issued - - - -
---------------- ---------------------- -------------- --------------
Balance at 30 June 2023 3,957,414,135 388,496,747 17,373,523 9,737,353
---------------- ---------------------- -------------- --------------
The deferred shares have no voting rights and do not carry any
entitlement to attend general meetings of the Company. They carry
only a right to participate in any return of capital once an amount
of GBP100 has been paid in respect of each ordinary share. The
Company is authorised at any time to effect a transfer of the
deferred shares without reference to the holders thereof and for no
consideration.
5. INTANgible Assets
Intangible assets in the period increased due to GBP651,752 of
goodwill being generated from the combination of the Group
including Protos and Engsolve. Please refer to note 8 below.
6. (Loss) per share
(Unaudited) (Unaudited) (Audited)
As at As at As at
30 June 30 June 31 December
2023 2022 2022
GBP GBP GBP
Total comprehensive (loss) (576,574) (908,640) (46,198,679)
Weighted average number of
shares 3,957,414,135 3,957,414,135 3,957,414,135
Basic loss per share in pence (0.01) (0.02) (1.17)
Diluted loss per share in pence (0.01) (0.02) (1.17)
7. SHARE BASED PAYMENTS
The expense recognised for share-based payments during the year
is shown in the following table:
(Unaudited) (Unaudited) (Audited)
As at As at As at
30 June 30 June 31 December
2023 2022 2022
GBP GBP GBP
Share based payment charge/(credit)
recognised in Income Statement
Expense arising from equity-settled share-based
payment transactions:
- Share options for Directors and employees - (18,629) (18,629)
Total share-based payment in Income Statement - (18,629) (18,629)
Share based payment charge recognised
in Share Premium
- Warrants for third party services - - -
------------ ----------- ------------
Total share-based payment in Share Premium - - -
Account
Total share-based payment charges/(credits)
recognised - (18,629) (18,629)
Other share-based payment movements
Exercise of options by Directors and - - -
employees
Exercise of warrants for third party - - -
services
------------ ----------- ------------
Total share-based payment - (18,629) (18,629)
------------ ----------- ------------
The were no liabilities recognised in relation to share based
payment transactions.
8. acquisitions During THE REPORTING PERIOD
The Company announced on 28 April 2023 that it had acquired full
ownership of Protos Plastics to Hydrogen No.1 Ltd from Peel NRE Ltd
for a nominal payment of GBP1. Protos Plastics to Hydrogen No. 1
Limited is a special purpose vehicle and owner of the development
of the Protos plant, the first proposed commercial application of
the Company's DMG(TM) technology. The acquisition of Protos
generated goodwill of GBP64,326 and net liabilities of
GBP64,325.
Details of the transaction:
Non-Current Assets: Book Value Fair Value
Goodwill 64,326
Property Plant & Equipment 2,692,649
Current Assets:
Bank 5,787 5,787
Other Debtors - VAT 412,634 412,634
Current Liabilities:
Loans (3,145,666) 0
Creditors (29,729) (29,729)
Total Value of assets acquired (64,325) 453,018
Cash flows
Cash Consideration to old owners GBP1
On 12 August 2021, the Company acquired a 48.39% interest in
Engsolve Limited, an engineering consultancy company incorporated
and operating in the UK. On 21 June 2023, the Company completed the
acquisition of the entire outstanding share capital of Engsolve
(51.61%) for a cash consideration of GBP572,896. The previous
shareholding in Engsolve was subsequently revalued leading to a
fair value gain on the original shareholding of GBP282,150. On
acquisition the Company acquired net assets of GBP522,560. The
goodwill generated on acquisition amounted to GBP587,426. The
Company considers this as a strategic acquisition as it brings
engineering expertise in-house and enables the Company to generate
a regular income stream through the provision and development of
engineering services into the UK market.
The investment of GBP827,838 on the Company's stand-alone
Balance Sheet includes the cost of the original investment in
Engsolve of GBP99,990, share of profits to 30 June 2023 of
GBP156,887, less dividends of GBP1,935 plus the cash consideration
for the acquisition of the outstanding shares in Engsolve of
GBP572,896.
Details of the transaction:
Non-Current Assets: Book Value Fair Value
Goodwill 587,426
Property, Plant & Equipment 11,694 11,694
Current Assets:
Bank 466,793 466,793
Other Debtors 150,492 150,492
Current Liabilities:
Creditors (106,419) (106,419)
Total Value of assets acquired 522,560 1,109,986
Cash flows
Cash Consideration to old owners GBP572,896
9. EVENTS AFTER THE REPORTING PERIOD
On 21 August 2023, the Company raised GBP1 million, before
expenses, through a placing at a price of 0.5p per share ("Issue
Price") (the "Placing"). The Placing was arranged by the Company's
broker, Turner Pope Investments (TPI) Ltd ("TPI").
A total of 200,000,000 new Ordinary Shares of 0.5p each in the
capital of the Company ("Ordinary Shares") was placed by TPI at the
Issue Price with clients of TPI. TPI received 8,000,000 new
Ordinary Shares by way of remuneration, having elected to receive
Ordinary Shares at the Issue Price instead of cash in respect of
certain professional fees.
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