FOR IMMEDIATE RELEASE
10 April
2024
Predator Oil & Gas Holdings Plc / Index: LSE / Epic: PRD /
Sector: Oil & Gas
LEI 213800L7QXFURBFLDS54
Predator Oil & Gas
Holdings Plc
("Predator" or the "Company" and together with its
subsidiaries the "Group")
Financial
Statements for the Year Ended 31 December
2023
Predator Oil & Gas Holdings
Plc (LSE: PRD), the Jersey based Oil and Gas
Company with near-term hydrocarbon operations focussed on
Morocco and Trinidad, is pleased to announce its audited financial statements for the year ended 31
December 2023, extracts of which are set out below.
The Company's Annual Report is
available to shareholders to download from the Company's website
at www.predatoroilandgas.com. In
line with ESG best practice no hard copies of the Annual Report
will be printed.
In addition, a copy of the 2023
Annual Report will be uploaded to the National Storage Mechanism
and will be available for viewing at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
The financial information set out
below does not constitute the Company's statutory accounts for the
year ending 31 December 2023.
Highlights of Financial
Results for 2023
·
Loss from operations of GBP
4,815,984 (GBP 2,558,844 for the period to 31 December
2022).
The increase in operating loss is
primarily due to increased drilling activity in
Morocco (MOU-2, MOU-3 and MOU-4 wells)
·
Administrative expenses of GBP
3,224,721 (GBP 2,545,789 for the period to 31 December
2022).
Excluding share based payments for
options and warrants corporate administrative expenses
were GBP 1,540,481 (GBP 1,248,084 for the period to 31
December 2022).
Corporate administrative expenses
have been prudently managed despite inflationary pressures during
2023 despite the significant increase in corporate activities which
included Project Allosaurus costs of GBP 217,241 related to
progressing a Secondary Prospectus with the FCA.
·
Executive directors' fees have increased to GBP
604,506 (GBP414,709 for the period to 31 December 2022) as a result
of the significant increase in the Company's corporate and
operational activities in the period to 31 December 2023 to
maintain business growth potential. This increase is mainly
attributable to technical services consulting fees charged by the
executive directors in providing technical support and reports that
would otherwise would have been out-sourced to third parties at
competitive market rates.
·
Increased cash balance at period end of
2023 GBP 6,484,034 (GBP 3,323,161 for the period to 31
December 2022).
·
Additional, restricted cash
of USD1,500,000 (USD 1,500,000 for the period ended
31 December 2022).
·
The Company has no debt.
Directors' loans of £507,999 were
capitalised and linked to a repayment in full upon the Company
flowing a minimum of 1 million cubic feet/day from the rigless
testing programme to be executed in the Guercif Licence or from the
flow of a minimum of 100 bopd from the well workovers planned for
the Cory Moruga Exploration and Production Licence.
·
Balance outstanding of the loan made by the
Company to FRAM Exploration Trinidad Ltd. ("FRAM") for the
investment in the Inniss-Trinity Pilot CO2 EOR Project was GBP NIL
(GBP 659,504 the period to 31 December 2022) at the end of the
period.
In 2023 the Company announced that
it had completed the acquisition (the "Acquisition") of the entire
issued share capital of T-Rex, a wholly owned subsidiary of
Challenger Energy Group Plc ("CEG"). FRAM is also a wholly owned
subsidiary of CEG. T-Rex holds an 83.8% in the Cory Moruga
Exploration and Production Licence containing the Snowcap-1 oil
discovery. The Acquisition was for a gross consideration ("Gross
Consideration") that included USD1,000,000 payable to CEG in cash
and allowed for the offset of the outstanding FRAM Loan balance
against the agreed Gross Consideration. The Cory Moruga Independent
Technical Report and resource potential of the Snowcap-1 discovery
by Scorpion Geoscience Limited gives 2C and 3C Contingent
Resources of 1.40 and 1.84 million barrels respectively and 2C and
3C Prospective Resources of 12.91 and 19.57 million barrels
respectively net to the Company. The Company through the
Acquisition has acquired TT $323,652,447
(US $ 47,948,510 @ a forex rate of 6.75) of T-Rex tax losses as of
2022 that can be offset against 50% Petroleum Profit Tax on future
net operating profits from oil production in the Cory Moruga
Exploration and Production License.
·
Placed 97,231,500 new ordinary shares of no
par value in the Company to raise GBP10,360,377 (before
expenses).
·
Exercise of broker warrants resulted in the
issue of 2,035,714 new ordinary shares of no par value in the
Company to raise GBP 79,500.
·
Exercise of share options by directors and former
directors resulted in the issue of 20,112,049 new ordinary shares
of no par value in the Company to raise GBP
1,646,986.
·
6,401,077, 15,710,972 and 6,000,000 share options
have been issued exercisable at £0.10, £0.08 and £0.125
respectively.
·
8,318,182, 1,080,000, 2,181,818 and 1.780,412
broker warrants have been issued exercisable at £0.11, £0.055 and
£0.057 respectively.
·
2,659,574 new ordinary shares were issued to the
executive directors for no Consideration in accordance with the
Executive Directors' Bonus arrangements established by the
independent Remuneration Committee.
·
Following the admission of the above exercised
share options and warrants, bonus shares, returned Loan Shares and
the Placing Shares the issued share capital increased to
565,161,662 by the end of the period to 31 December 2023
(383,759,189 for the period ended 31 December 2022).
Highlights of key Operational Activities in
2023
·
MOU-2 was drilled to 1,260
metres Measured Depth before being suspended for operational
reasons for a possible later re-entry.
Three gas samples collected whilst
drilling.
100 metres of variable quality
sand in primary target.
· MOU-3
was drilled to 1,509 metres Measured Depth and
completed for rigless testing.
Seven gas samples collected whilst
drilling.
50.5 metres of gross sand interval
in primary target.
Secondary targets Ma and TGB-6
sand intervals confirmed to be present and gas-bearing based on
NuTech petrophysics and gas samples collected whilst
drilling.
Ma and TGB-6 intervals correlated
with MOU-1 drilled in 2021 to potentially define a single structure
covering up to 21 km2.
11 metres of unexpected sand
encountered at shallow depth with over-pressured gas.
Formation damage predicted due to
necessity to drill with heavy drilling mud - to be potentially
penetrated using Sandjet rigless testing technology.
·
MOU-4 was drilled to 1,199
metres Measured Depth and completed for rigless testing.
Unexpected 58 metres of gross M1
Sand potential reservoir interval, interpreted by NuTech as
gas-bearing.
21 metres of gross sand in primary
target with improved reservoir characteristics compared to MOU-3
and interpreted as gas-bearing by NuTech petrophysics.
MOU-3 and MOU-4 confirmed
potential for stratigraphic trap covering 68km2 for the primary
Moulouya Fan target.
MOU-4 achieved its secondary
objective by defining the edge of the Jurassic carbonate prospect
located to the east of the MOU-4.
The new post-drill well tie to the
seismic data validated the pre-drill Jurassic prospect and
increased the area of structural closure from 126 to 177
km².
Formation damage also predicted
due to necessity to drill with heavy drilling mud - to be
potentially penetrated using Sandjet.
·
Successful completion of the drilling programme
allowed the Company to enter into the
signing of a Memorandum of Understanding in relation to gas sales
and collaboration for up to 50 million cubic feet of gas per day
(50 mm cf/d) with Afriquia Gaz.
·
29 additional prospects and leads have been
identified during 2023.
·
On 7 November 2023 the acquisition of T-Rex and
an 83.8% interest in and operatorship of the Cory Moruga
Exploration and Production Licence was completed
following receipt of agreements from the
Trinidadian Ministry of Energy and Energy Industries
("MEEI").
·
Work Programme agreed by the Company with the
MEEI will be conducted over the next three years with the initial
focus will on a low-cost re-entry of the Snowcap-1 discovery well
to restore production and a re-entry of the Snowcap-2ST1 and
Jacobin-1 wells to establish potential production.
ESG
·
In 2023 the Company spent 25,855,427 Dirhams in Morocco on local services in relation
to drilling of three wells 10 kilometers northwest of Guercif
city.
Beneficiaries included civil
engineering contractors; field support activities including
provision and mobilisation of cabins; provision of Guercif
warehouse staff (renting of warehouse in Guercif city);
provision
of water and waste disposal; fuel
supplies; transport and drivers; local hotel accommodation for rig
and well services crews; heavy lifting equipment; internet services
and provision of office equipment; and accounting and customs
administration services. This was a significant boost for the local
economy.
Highlights of Directorate Changes
·
There were no directorate changes during
2023.
Post Period End:
·
The Company published an
Independent Technical Report ("ITR") by Scorpion Geoscience Ltd.
for the Cory Moruga block and resource potential of the Snowcap
Discovery.
·
The Company provided an update on the Phase 1 and
Phase 2 rigless testing programmes for the Guercif
Licence.
·
The Company published an
Independent Technical Report ("ITR") by Scorpion Geoscience Ltd.
for the Guercif block and resource potential of the Moulouya
Sub-Area following an evaluation of the 2023 drilling programme
results.
·
The Company announced that it had received a
communication from the GeoScience Regulation Office ("GSRO") at the
Department of the Environment, Climate and Communications informing
the Company that consideration of its application for a successor
authorisation to Licensing Option 16/26 Corrib South was hoped
to be concluded during Q1 2024.
·
The Company indicated that the commencement of the Phase 1 rigless testing
programme was expected to occur on or about 29 January
2024.
·
The Company extended its
2022 rig contract for the use of the Star Valley Rig 101 to
facilitate the drilling of MOU-5 subject to regulatory
approvals.
·
The Company announced the results of the Phase 1
rigless testing programme and confirmed potential formation
damage.
The results of the Phase 1 rigless
testing programme allows the design parameters for the Sandjet
testing programme to be set with a higher degree of confidence in
relation to achieving key objectives of reservoir
penetration.
Seven gas samples collected in
isotubes in MOU-3 whilst drilling were analysed by Applied
Petroleum Technology (UK) Ltd. ("APT") in Oslo. Gas composition is
in the range 98.04 to 99.57% methane, making it ideal for a
Compressed Natural Gas development with minimum processing. Isotope
analysis indicates the gas is biogenic in origin.
The Company also announced that it
would continue to progress planning activities for the drilling of
the MOU-5 well to test a large Jurassic structure updip from
MOU-4.
Paul Griffiths, Executive
Chairman of Predator Oil & Gas Holdings
Plc commented:
"We are pleased to have completed successfully and within
budget a transformational 3-well drilling programme in
Morocco.
We have identified a significant potential gas structure
linking the MOU-1 and MOU-3 wells that will be evaluated by a
rigless testing programme using Sandjet perforating technology to
reach beyond potential formation damage.
We have also encountered shallow higher pressure gas that was
better protected from formation damage whilst drilling by the
setting of a shallow casing string. This can also be perforated and
tested now using Sandjet, even though it sits behind two casing
strings.
The shallow and intermediate reservoir sands combined with
the analysis of the gas samples collected whilst drilling,
confirming very high purity methane gas composition at all
reservoir levels, are ideal for an easily scalable CNG development
project.
We are confident that potential gas flow rates using Sandjet
will fulfil the potential 50 million cubic feet of gas per day
profile facilitated by the Collaboration Agreement with Afriquia
Gaz.
Additionally we have increased the areal extent through
drilling of the pre-drill primary target, the Moulouya Fan, to 68
km2 and that of the Jurassic target tested at its extremity by
MOU-4, to 177 km2. Further appraisal of these large traps may
facilitate a later gas-to-power project. The potential for
significant condensate resources in the Jurassic target may also
exist and will be tested by the MOU-5 well in
2024.
We are excited by the biogenic gas potential at Guercif and
the areal scale of the individual tested structures, which is
unique for Northern Morocco, but not in terms of the large biogenic
gas finds in the area of the Mediterranean
region.
We have completed the acquisition of a large equity interest
in the onshore Cory Moruga Exploration and Production Licence in
Trinidad. This is a unique opportunity to develop an onshore oil
field that has not been developed previously and hence has none of
the historical issues linked to low well productivity for mature
oil fields. Combined with the substantial legacy tax losses this
potentially drives a brand new and most probably unique economic
model for onshore Trinidad driven by higher well deliverability,
lower operating costs, organically-funded modest and manageable
capital investments out of production and the application of new
technologies such as Sandjet and NuTech.
The Company is a prudent and experienced operator, as we have
shown in 2023 and will continue to deliver in 2024. We manage costs
carefully, even during times when inflationary pressures and
"shrinkflation" have become a normal modus operandi for some
suppliers and services.
Like many listed companies of our size we are extremely
disappointed with the over-regulated London public markets and
their poor appreciation of the value of businesses and
opportunities that several companies have created and further
developed. Many of our shareholders, including the executive
directors, seek to re-set the valuation of our assets through means
other than the intra-day share price. This will be the top priority
for 2024 and will focus on entities that understand the true value
of natural resources in oil and gas commodity sector, as has been
proven cyclically time and time again and which continues to
support the global economy and is the catalyst for promoting viable
economic growth.
We thank our shareholders for their continued support along
our journey towards achieving our ultimate goal. It is not an easy
path when wedded to a public market that is contracting in relation
to its global peers through an inability to reform and refresh in a
timely manner to become more attractive and competitive. You might
surmise that it would be "in the public interest" so to do, but
there again perhaps it's not. 2024 should be an interesting
year."
For further information
visit www.predatoroilandgas.com
Follow the Company on X
@PredatorOilGas.
This announcement contains inside information for the
purposes of Article 7 of the Regulation (EU) No 596/2014 on market
abuse
For more information please visit
the Company's website at www.predatoroilandgas.com:
Enquiries:
Predator Oil & Gas Holdings Plc
Paul
Griffiths
Executive Chairman
Lonny Baumgardner
Managing Director
|
Tel: +44 (0) 1534 834
600
Info@predatoroilandgas.com
|
|
|
Novum Securities Limited
David Coffman / Jon
Belliss
Oak Securities
Jerry
Keen
Fox Davies Capital
Daniel Fox-Davies/James
Hehn
|
Tel: +44 (0)207 399
9425
Tel: +44 (0)203 973
3678
Jerry.keen@oak-securities.com
Tel: +44 (0)203 884
9388
|
|
|
Flagstaff Strategic and Investor
Communications
Tim Thompson
Mark Edwards
Fergus Mellon
|
Tel: +44 (0)207 129
1474
predator@flagstaffcomms.com
|
Notes to Editors:
Predator is operator of the
Guercif Petroleum Agreement onshore Morocco which is prospective
for Tertiary and Jurassic gas. The current focus of the
exploration and appraisal drilling programme is located less than
10 kilometres from the Maghreb gas pipeline. The MOU-1 well
drilled in 2021 and the MOU-3 and MOU-4 wells drilled in 2023 have
been completed for rigless testing in early 2024. Near-term focus
is on supplying compressed natural gas ("CNG") to the Moroccan
industrial market. A Collaboration Agreement for potential CNG gas
sales of up to 50 mm cfgpd has been executed with Afriquia Gaz.
Further drilling activity is anticipated in 2024 to further
evaluate the MOU-4 Jurassic prospect.
Predator is seeking in the medium
term to apply CO2 EOR techniques onshore Trinidad which have the
advantage of sequestrating anthropogenic carbon dioxide. The
acquisition of T-Rex Resources (Trinidad) Ltd. ("T-Rex") is a first
step to realising this objective. T-Rex holds the Cory Moruga
Production Licence. Cory Moruga is a largely undeveloped
near-virgin oil field of similar potential size to the nearby
Moruga West and Inniss-Trinity mature oil fields. The Cory Moruga
Production Licence is a potentially significant asset for the
Company with the capability of generating positive operating
profits in the near-term. Capital required for staged field
development can be implemented potentially utilising operating
profits generated from an increasing level of gross production
revenues.
Predator owns and operates
exploration and appraisal assets in licensing options offshore
Ireland, for which successor authorisations have been applied for,
adjoining Vermilion's Corrib gas field in the Slyne Basin on the
Atlantic Margin and east of the decommissioned Kinsale gas field in
the Celtic Sea. The applications for successor authorisations
remain "under consideration" by the DECC.
Predator has developed a Floating
Storage and Regasification Project ("FSRUP") for the import of LNG
and its regassification for Ireland and is also developing gas
storage concepts to address security of gas supply and volatility
in gas prices during times of peak gas demand.
Further progress for the Mag Mell
FSRUP will be dependent on government policy in relation to
security of energy supply. A generalised FSRUP concept has now been
recognised by the government as an option for security of energy
supply.
The Company has a small but highly
experienced management team with a proven track record in
successfully executing drilling operations in the oil and gas
sector and in acquiring assets where there is a potential to
generate multiple returns for relatively low and manageable levels
of investment.
Consolidated statement of comprehensive
income
|
|
|
|
|
For the year ended 31 December 2023
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
01.01.2023 to
31.12.2023
|
|
01.01.2022 to
31.12.2022
|
|
|
|
|
Notes
|
£
|
|
£
|
|
|
|
|
|
Administrative expenses
|
4
|
(3,224,721)
|
|
(1,297,705)
|
Share based payments
|
4
|
(1,540,481)
|
|
(1,248,084)
|
|
|
|
|
|
Total operating
expenses
|
|
(4,765,202)
|
|
(2,545,789)
|
|
|
|
|
|
Operating loss
|
|
(4,765,202)
|
|
(2,545,789)
|
|
|
|
|
|
Finance Income
|
3
|
36,495
|
|
4,477
|
|
|
|
|
|
Finance expense
|
5
|
(87,277)
|
|
(17,532)
|
|
|
|
|
|
Loss for the year before taxation
|
|
(4,815,984)
|
|
(2,558,844)
|
|
|
|
|
|
Taxation
|
6
|
-
|
|
-
|
|
|
|
|
|
Loss for the year after taxation
|
|
(4,815,984)
|
|
(2,558,844)
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive loss for the year attributable to the
owner of the parent
|
(4,815,984)
|
|
(2,558,844)
|
|
|
|
|
|
Earnings per share basic and diluted
(pence)
|
8
|
(1.193)
|
|
(0.792)
|
|
|
|
|
|
The accompanying accounting policies
and notes on pages 94 to 121 form an integral part of these
financial statements.
All items in the above statement
derive from continuing operations.
Consolidated statement of financial
position
|
|
|
|
|
As at 31 December 2023
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
31.12.2023
|
|
31.12.2022
|
|
Notes
|
£
|
|
£
|
|
|
|
|
|
Non-current assets
|
|
|
|
|
Tangible fixed assets
|
11
|
1,181
|
|
3,448
|
Intangible assets
|
10
|
17,587,929
|
|
5,275,720
|
|
|
17,589,110
|
|
5,279,168
|
Current assets
|
|
|
|
|
Trade and other
receivables
|
13
|
1,852,821
|
|
1,986,670
|
Cash and cash
equivalents
|
14
|
6,484,034
|
|
3,323,161
|
|
|
8,336,855
|
|
5,309,831
|
|
|
|
|
|
Total assets
|
|
25,925,965
|
|
10,588,999
|
|
|
|
|
|
Equity attributable to the owner of the
parent
|
|
|
|
|
Share capital
|
17
|
33,067,028
|
|
16,840,165
|
Reconstruction reserve
|
|
531,233
|
|
1,909,540
|
Warrants
issuance cost
|
18
|
(1,711,756)
|
|
(583,825)
|
Share based payments
reserve
|
18
|
2,844,770
|
|
1,379,964
|
Retained deficit
|
|
(13,822,475)
|
|
(10,210,097)
|
Total equity
|
|
20,908,800
|
|
9,335,747
|
|
|
|
|
|
Current liabilities
|
|
|
|
|
Trade and other
payables
|
15
|
5,017,165
|
|
1,253,252
|
|
|
|
|
|
Total liabilities
|
|
5,017,165
|
|
1,253,252
|
|
|
|
|
|
Total liabilities and equity
|
|
25,925,965
|
|
10,588,999
|
The Company has adopted the
exemption under Companies (Jersey) Law 1991 Article 105 (11) not to
prepare separate accounts. The Group reported a loss after taxation
for the year of £4.8 million (2022: £2.6 million loss). The
financial statements were approved and authorised for issue by the
Board of Directors on 9 April 2024 and were signed on its
behalf
by:
Paul Griffiths
Director
Consolidated statement of changes in equity
|
|
|
|
|
|
|
For the year ended 31 December 2023
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Attributable to owner of the parent
|
|
|
|
|
|
|
|
Share
based payments reserve
|
Retained deficit
|
|
|
|
|
Share
Capital
|
Reconstruction reserve
|
Warrants issuance cost reserve
|
Total
|
|
|
|
|
|
|
|
|
|
£
|
£
|
£
|
£
|
£
|
£
|
|
|
Balance at 31 December 2021
|
11,425,061
|
2,386,321
|
(376,820)
|
611,173
|
(8,337,551)
|
5,708,184
|
|
|
|
|
|
|
|
|
|
|
|
Issue of ordinary share
capital
|
4,335,000
|
-
|
-
|
-
|
-
|
4,335,000
|
|
|
Issue of warrants
|
-
|
-
|
-
|
449,656
|
-
|
449,656
|
|
|
Fair value of share
options
|
-
|
-
|
-
|
1,234,880
|
-
|
1,234,880
|
|
|
Transaction costs
|
|
(476,781)
|
-
|
-
|
-
|
(476,781)
|
|
|
Exercised options
|
837,851
|
-
|
-
|
(728,618)
|
728,618
|
837,851
|
|
|
Exercised warrants
|
242,253
|
-
|
187,127
|
(187,127)
|
-
|
242,253
|
|
|
Cancelled/expired
warrants
|
-
|
-
|
42,320
|
-
|
(42,320)
|
-
|
|
|
Warrants issuance costs
|
-
|
-
|
(436,452)
|
-
|
-
|
(436,452)
|
|
|
Total contributions by and
distributions to owners of the parent recognised directly in
equity
|
5,415,104
|
(476,781)
|
(207,005)
|
768,791
|
686,298
|
6,186,407
|
|
|
Loss for the year
|
-
|
-
|
-
|
-
|
(2,558,844)
|
(2,558,844)
|
|
|
Total comprehensive income for the
year
|
-
|
-
|
-
|
-
|
(2,558,844)
|
(2,558,844)
|
|
|
|
|
|
|
|
|
|
|
|
Balance at 31 December 2022
|
16,840,165
|
1,909,540
|
(583,825)
|
1,379,964
|
(10,210,097)
|
9,335,747
|
|
|
|
|
|
|
|
|
|
|
|
Issue of ordinary share
capital
|
14,500,377
|
-
|
-
|
-
|
-
|
14,500,377
|
|
|
Issue of warrants
|
-
|
-
|
-
|
1,219,130
|
-
|
1,219,130
|
|
|
Fair value of share
options
|
-
|
-
|
-
|
1,540,481
|
-
|
1,540,481
|
|
|
Transaction costs
|
-
|
(1,378,307)
|
-
|
-
|
-
|
(1,378,307)
|
|
|
Exercised options
|
1,646,986
|
-
|
-
|
(1,250,663)
|
1,250,663
|
1,646,986
|
|
|
Exercised warrants
|
79,500
|
-
|
44,142
|
(44,142)
|
-
|
79,500
|
|
|
Cancelled/expired
warrants
|
-
|
-
|
47,057
|
-
|
(47,057)
|
-
|
|
|
Warrants issuance costs
|
-
|
-
|
(1,219,130)
|
-
|
-
|
(1,219,130)
|
|
|
Total contributions by and
distributions to owners of the parent recognised directly in
equity
|
16,226,863
|
(1,378,307)
|
(1,127,931)
|
1,464,806
|
1,203,606
|
16,389,037
|
|
|
Loss for the year
|
-
|
-
|
-
|
-
|
(4,815,984)
|
(4,815,984)
|
|
|
|
|
Total comprehensive income for the
year
|
-
|
-
|
-
|
-
|
(4,815,984)
|
(4,815,984)
|
|
|
|
|
|
|
|
|
|
|
|
Balance at 31 December 2023
|
33,067,028
|
531,233
|
(1,711,756)
|
2,844,770
|
(13,822,475)
|
20,908,800
|
|
|
Consolidated statement of cash flows
|
|
|
|
|
For the year ended 31 December 2023
|
|
|
|
|
|
|
|
|
|
|
|
|
|
01.01.2023 to
31.12.2023
|
|
01.01.2022 to
31.12.2022
|
|
|
|
|
|
|
Notes
|
£
|
|
£
|
Cash flows from operating activities
|
|
|
|
|
Loss for the period before
taxation
|
|
(4,815,984)
|
|
(2,558,844)
|
Adjustments for:
|
|
|
|
|
Issue of share options
|
19
|
1,540,481
|
|
1,234,880
|
Finance expense
|
5
|
87,277
|
|
17,532
|
Finance income
|
|
(36,495)
|
|
(4,477)
|
Fair value of warrants
|
|
-
|
|
13,204
|
Depreciation
|
|
2,267
|
|
2,436
|
Foreign exchange
|
|
157,790
|
|
(67,840)
|
Bonus payable in shares
|
|
250,000
|
|
-
|
Increase in receivables on
acquisition of T-Rex Resources (Trinidad) Ltd
|
12
|
584,130
|
|
-
|
Increase in payables on
acquisition of T-Rex Resources (Trinidad) Ltd
|
12
|
(3,572,027)
|
|
-
|
Waiver of loans on acquisition of
T-Rex Resources (Trinidad) Ltd
|
12
|
(643,909)
|
|
-
|
Decrease/(increase) in trade and
other receivables
|
|
14,811
|
|
(249,412)
|
(Decrease)/increase in trade and
other payables
|
|
3,763,913
|
|
1,008,233
|
|
|
|
|
|
|
Net cash used in operating activities
|
|
(2,667,746)
|
|
(604,288)
|
|
|
|
|
|
|
Cash flow from investing activities
|
|
|
|
|
Acquisition of T-Rex Resources
(Trinidad) Ltd
|
12
|
(1,620,131)
|
|
-
|
Capitalised costs - Project
Guercif - Morocco
|
10
|
(7,060,272)
|
|
(2,588,694)
|
|
|
|
|
|
|
Net cash used in investing activities
|
|
(8,680,403)
|
|
(2,588,694)
|
|
|
|
|
|
|
Cash flows from financing activities
|
|
|
|
|
Proceeds from issuance of shares,
net of issue costs
|
17
|
14,598,556
|
|
4,938,323
|
Finance expense paid
|
|
(87,277)
|
|
(12,206)
|
Finance income received
|
|
36,495
|
|
4,477
|
|
|
|
|
|
|
Net cash generated from financing
activities
|
|
14,547,774
|
|
4,930,594
|
|
|
|
|
|
|
Effect of exchange rates on
cash
|
|
(38,752)
|
|
62,514
|
|
|
|
|
|
|
Net increase in cash and cash
equivalents
|
|
3,160,873
|
|
1,800,126
|
Cash and cash equivalents at the
beginning of the year
|
|
3,323,161
|
|
1,523,035
|
Cash and cash equivalents at the
end of the year
|
|
6,484,034
|
|
3,323,161
|
|
|
|
|
|
|
|
|
|
|
|
|
Significant non-cash transactions
|
|
|
|
|
During the year there were various
The significant non-cash transactions relating to share options and
warrants issued during the year, which are detailed in notes 17 and
19.
|
Statement of accounting policies
For the year ended 31 December 2023
General information
Predator Oil & Gas Holdings
Plc ("the Company") and its subsidiaries (together "the Group") are
engaged principally in the operation of an oil and gas development
business in the Republic of Trinidad and Tobago and an exploration
and appraisal portfolio in Ireland and Morocco. The Company's
ordinary shares are on the Official List of the UK Listing
Authority in the standard listing section of the London Stock
Exchange.
Predator Oil & Gas Holdings
plc was incorporated in 2017 as a public limited company under
Companies (Jersey) Law 1991 with registered number 125419. It is
domiciled and registered at IFC5, 3rd Floor, Castle Street, St
Helier, Jersey, JE2 3BY.
Basis or preparation and going concern
assessment
The principal accounting policies
adopted in the preparation of the financial information are set out
below. The policies have been consistently applied throughout the
current year and prior year, unless otherwise stated. These
financial statements have been prepared in accordance with
International Financial Reporting Standards (IFRSs and IFRIC
interpretations) issued by the International Accounting Standards
Board (IASB) as adopted by the European Union and with those parts
of the Companies (Jersey) Law, 1991 applicable to companies
preparing their accounts under IFRS. The Company has adopted the
exemption under Companies (Jersey) Law 1991 Article 105 (11) not to
prepare separate accounts.
The consolidated financial
statements incorporate the results of Predator Oil & Gas
Holdings Plc and its subsidiary undertakings as at 31 December
2023. In prior years, the financial statements notes were rounded
to the nearest thousands and did not follow the same treatment as
the prime statements, therefore, the Directors have amended the
presentation of the notes to be rounded to the nearest
pound.
The financial statements are
prepared under the historical cost convention on a going concern
basis. The financial statements of the subsidiaries are prepared
for the same reporting period as the parent company, using
consistent accounting policies. All intra-group balances,
transactions, income and expenses and profits and losses resulting
from intra-group transactions that are recognised in assets, are
eliminated in full. Subsidiaries are fully consolidated from the
date of acquisition, being the date on which the Group obtains
control, and continue to be consolidated until the date that such
control ceases.
The preparation of financial
statements requires an assessment on the validity of the going
concern assumption. At the date of these financial statements the
Directors do not expect that the Group will require further funding
for the Group's corporate overheads, Irish licence interests,
Moroccan licence and the Trinidad licence. Pursuant to a Prospectus
in August 2023 total capital of £10 million before expenses, was
raised. At 31 December 2023 the Group held £6.5 million in
cash. In 2024 a minor quantum of these funds will be required
for general working capital for corporate overheads and for
overheads in Morocco, Ireland and Trinidad. The Group has committed
to a programme of testing wells following a successful drilling
campaign in Morocco and following the acquisition of TRex
Resources, to well workovers in Trinidad. Expenditures on these
activities will be comfortably met through the course of 2024 and
into 2025 without resorting to raising fresh funding. The
Group also has announced an intention to pursue various incremental
activities in Morocco and Trinidad. Progressing these discretionary
activities will be dependent partly, on further equity and or debt
fund raises and in the case of Trinidad will be supported by the
proceeds of oil production following the aforesaid
workovers. Directors are confident that the Group will
be able to meet requirements over the course of the next 24
months.
Change in Accounting
Policies
At the date of approval of these
financial statements, certain new standards, amendments and
interpretations have been published by the International Accounting
Standards Board but are not as yet effective and have not been
adopted early by the Group. All relevant standards,
amendments and interpretations will be adopted in the Group's
accounting policies in the first period beginning on or after the
effective date of the relevant pronouncement.
At the date of authorisation of
these financial statements, a number of Standards and
Interpretations were in issue but were not yet effective. The
Directors do not anticipate that the adoption of these standards
and interpretations, or any of the amendments made to existing
standards as a result of the annual improvements cycle, will have a
material effect on the financial statements in the year of initial
application.
Standards and amendments to existing standards effective 1
January 2023
- Amendment to IAS 37 -
Provisions, Contingent Liabilities and Contingent Assets - Onerous
contracts.
- Amendments to IFRS 3 - Business
Combinations - Reference to Conceptual Framework
- Amendments to IAS 16 - Property,
Plant and Equipment - Proceeds before Intended Use
New Standards, amendments and interpretations effective after
1 January 2023 and have not been early adopted
The Group does not believe that
the standards not yet effective, will have a material impact on the
consolidated financial statements.
Areas of estimates and
judgement
The preparation of the group
financial statements in conformity with generally accepted
accounting principles requires the use of estimates and assumptions
that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amounts of revenues and
expenses during the reporting period. Although these estimates are
based on management's best knowledge of current events and actions,
actual results may ultimately differ from those estimates. The
Group commenced operations in 2018 and did not enter into material
operational transactions requiring significant estimates and
assumptions to be effected in preparation of financial statements
for the reporting period. The critical accounting estimates and
judgements made are in line with those made in the audited
financial statements for the year ended 31 December 2022 with the
exception of estimates used in the relation to the valuation of the
acquisition of T-Rex Resources (Trinidad) Limited as detailed in
note 12.
Provisions
Provisions are recognised when the
Group has a present obligation (legal or constructive) as a result
of a past event and it is probable that an outflow of resources
embodying economic benefits will be required to settle the
obligation and a reliable estimate can be made of the amount of the
obligation. Where the Group expects some or all of a provision to
be reimbursed, the reimbursement is recognised as a separate asset
but only when the reimbursement is virtually certain. The expense
relating to any provision is presented in the statement of
comprehensive income net of any reimbursement. If the effect of the
time value of money is material, provisions are discounted using a
current pre-tax rate that reflects, where appropriate, the risks
specific to the liability. Where discounting is used, the increase
in the provision due to the passage of time is recognised as a
borrowing cost.
a) Going concern
The Group's cash flow projections
indicate that the Group should have sufficient resources to
continue as a going concern. As at 31 December 2023 the Group had
cash of £6.5 million, no debt and minimal licence commitments for
the ensuing year. As a result, the Group's overheads will not
require funding for a minimum of 12 months from the date of this
review. In addition, the Group is fully funded for all firm
operational commitments for 2024.
Heretofore the Group has not
generated revenues from operations. Going forward the Group
will depend on raising equity, debt finance and licence and or
joint venture partnerships to finance the Group's projects to
maturity and revenue generation.
The Group's subsidiaries are
funded by inter-company loans advanced by Predator Oil & Gas
Holdings plc ('the Company'). The recoverability of the
inter-company loans advanced depends also on the subsidiaries
realising their cash flow projections.
The Board have reviewed a range of
potential cash flow forecasts for the period to 31 December 2025,
including reasonable possible downside scenarios. This has included
the following assumptions:
1. Trinidad - Cory Moruga
licence
For Predator Oil & Gas
Trinidad Ltd. where production revenues from its wholly Trinidad
owned subsidiary, T-Rex Resources (Trinidad) Limited ('TRex') are
forecast to be generated in the latter part of 2024 following a
program of well workovers in early 2024. The workovers will be
funded out of existing cash resources. Leading into 2025
production revenues are forecast from the near-term well workovers
of the Snowcap field wells to re-establish production and the
medium implementation of a Field Development Plan, where project
economics have been stress-tested at lower oil prices. Accumulated
material tax losses in T-Rex significantly improve the near-term
positive cash flow projections even at a lower oil price. The
Licence provides the Group with the potential to generate strongly
positive cashflows so as possibly to contribute organically towards
further development of the Group's assets. Capital required for a
staged field development in 2025 could be funded from operating
profits generated from an increasing level of gross production
revenues following the well workovers. The Group may resort to the
option of raising equity funding to accelerate this development if
need be.
The Initial Work Programme agreed
by TRex with the MEEI will be conducted over the next three years
without any fixed commitments to be met in the first two
years.
2. Morocco - Guercif
licence
In the case of Predator Gas
Ventures Ltd., recovery of inter-company loans is dependent upon
the two phases of the Guercif rigless testing programme
successfully recovering commercial quantities of gas that can be
developed and brought to market. Following significant gas
discoveries in 2023 a programme of rigless testing is underway in
H1 2024. Phase1 of this programme is fully funded. The Company may
drill two appraisal or development wells to potentially, if
successful, add incremental gas resources to support and extend the
production profiles of a CNG project. Funding and timing of the
discretionary drilling programme will be dictated by the
availability and quantum of production revenues generated by Cory
Moruga and the opportunity for partial monetisation of gas assets
in Guercif. The Moroccan gas market is commercially attractive and
even relatively low volumes of discovered gas are likely to be
economic. The Collaboration Agreement with Afriquia Gaz for
negotiating a Gas Sales Agreement de-risks the marketing of even
small volumes of gas. Funding for a CNG project likely will be
secured by project finance which may include a leasing arrangement
for CNG trailers and equipment and or a partial sale of equity in
the project. The Company also is seeking to drill in H1 2024 the
Jurassic target, the extreme edge of which was penetrated in the
MOU-4 downdip. Funding for this well be either through an equity
placing and or the Group's internal cash resources.
3. Ireland
In the case of Predator Oil and
Gas Ventures Ltd., the quantum of inter-company loan is relatively
small, and no substantive expenditures are anticipated going
forward in 2024. The Group is awaiting the outcome of applications
for successor authorisations to Licensing Options 16/26 (Corrib
South) and 16/30 (Ram Head) which remain under consideration by the
Department of the Environment, Climate and Communications. There
are not likely to be any significant funding implications emerging
from this process in 2024. In the future, the potential
exists for the Company, as promoters of an LNG project to receive
introduction and service providers' fees and a free minority equity
position in a joint venture vehicle to move to the project
development stage. Alternatively, should an award of a successor
authorisation occur in 2024 our Corrib South asset may attract
interest from a Corrib gas field participant possibly resulting in
a monetisation event. During 2023 the Company had an unsolicited
approach from a partner in the Corrib gas field to potentially
acquire some or all of its interest in Corrib South in the event a
successor authorisation is awarded in 2024. Under these
circumstances the inter-company loan would constitute past costs
contributing to the level of free equity. The commercial terms of
any future potential transaction may or may not be capable of
satisfying the quantum of the inter-company loan.
Management have also assessed that
the carrying value and recoverability of the investment, including
intercompany receivables is ultimately dependent on the value of
the underlying assets of the Group. Further evidence of its
realisable value can also be noted by reference the market
capitalisation of the Group on the
London Stock exchange at the date
of this report which can be used as a guide and to provide further
assurance of its carrying value subsequent to the year
end.
b) Share based payments
The Group has applied the
requirements of IFRS 2 Share-based Payment
for all grants of equity instruments.
The Group operates an equity
settled share option scheme for directors. The increase in equity
is measured by reference to the fair value of equity instruments at
the date of grant. The liabilities incurred under these
arrangements are assumed to be converted into shares in the parent
company, under an option arrangement. The fair value of the service
received in exchange for the grant of options and warrants is
recognised as an expense. Equity-settled share-based payments are
measured at fair value (excluding the effect of non-market based
vesting conditions) at the date of grant. The fair value determined
at the grant date of equity-settled share-based payment is expensed
over the vesting period, based on the Group's estimate of shares
that will eventually vest and adjusted for the effect of non-market
based vesting conditions.
During the year, the Company
issued warrants in lieu of fees to stockbrokers. The warrant
agreements do not contain vesting conditions and therefore the full
share-based payment charge, being the fair value of the warrants
using the Black-Scholes model, has been recorded immediately. The
charge is recognised within the statement of changes in equity. The
valuation of these warrants involves making a number of estimates
relating to price volatility, future dividend yields and continuous
growth rates (see Note 19).
The fair value of the share
options is estimated by using the Black Scholes model on the date
of grant based on certain assumptions. Those assumptions are
described in note 19 and include, among others, the expected volatility and
expected life of the options. The expected life used in the model
has been adjusted, based on management's best estimate, for the
effects of non-transferability exercise restrictions and
behavioural considerations. The market price used in the model is
the market price at the date of the issue of the options. Where the
terms and conditions of options are modified before they vest, the
increase in the fair value of the warrants, measured immediately
before and after the modification, is also charged to profit or
loss over the remaining vesting period.
Where equity instruments are
granted to persons or entities other than staff, the fair value of
goods and services received is charged to profit or loss, except
where it is in respect to costs associated with the issue of
shares, in which case, it is charged to the share premium
account.
The fair values calculated are
inherently subjective and uncertain due to the assumptions made and
the limitation of the calculations used. Further details of the
specific amounts concerned are given in note 19.
c) Intangible assets - Project
Guercif
All expenditure relating to oil
and gas activities is capitalised in accordance with the
"successful efforts" method of accounting, as described in IFRS 6 -
"Exploration for and Evaluation of Mineral Resources". Under this
standard, the Group's exploration and appraisal activities are
capitalised as intangible assets.
The direct costs of exploration
and appraisal are initially capitalised as intangible assets,
pending determination of the existence of commercial reserves in
the licence area. Such costs are classified as
intangible assets based on the nature of the underlying asset,
which does not yet have any proven physical substance. Exploration
and appraisal costs are held, un-depreciated, until such a time as
the exploration phase on the licence area is complete or commercial
reserves have been discovered.
If no commercial reserves exist,
then that particular exploration/appraisal effort was
"unsuccessful" and the costs are written off to the income
statement in the period in which the evaluation is made. The
success or failure of each exploration/appraisal effort is judged
on a field by field basis.
Net proceeds from any disposal of
an exploration asset are initially credited against the previously
capitalised costs. Any surplus proceeds are credited to the income
statement. Net proceeds from any disposal of exploration assets are
credited against the previously capitalised cost. A gain or loss on
disposal of an exploration asset is recognised in the income
statement to the extent that the net proceeds exceed or are less
than the appropriate portion of the net capitalised costs of the
asset.
Upon commencement of production,
capitalised costs will be amortised on a unit of production basis
which is calculated to write off the expected cost of each asset
over its life in line with the depletion of proved and probable
reserves.
For more information, please refer
to note
10.
Business combinations
Business combinations are
accounted for using the acquisition method. 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 acquisition date.
Identifiable assets acquired and
liabilities assumed are measured and recognized at their fair value
at the date of the acquisition, with the exception of income taxes,
and lease liabilities. Any deferred tax asset or liability arising
from a business combination is recognized at the acquisition date.
Transaction costs associated with a business combination are
expensed as incurred. Results of acquisitions are included in the
financial statements from the closing date of the acquisition. If
the consideration of the acquisition is less than the fair value of
the net assets received, the difference is recognized immediately
in the statements of comprehensive income. If the consideration of
the acquisition is greater than the fair value of the net assets
received, the difference is recognised as goodwill on the
consolidated balance sheet.
The directors have included
provisional fair values within the business combination note as
presented above, which represent their best estimates using
information available at the year end. Under IFRS 3, there is a
measurement period which shall not exceed one year from the
acquisition date, during which the company can, if necessary,
retrospectively adjust the provisional amounts recognised at the
acquisition date to reflect new information obtained about facts
and circumstances that existed as of the acquisition
date.
Basis of consolidation
Where the Group has control over
an investee, it is classified as a subsidiary. The Group controls
an investee if all three of the following elements are present:
power over the investee, exposure to variable returns from the
investee, and the ability of the investor to use its power to
affect those variable returns. Control is reassessed whenever facts
and circumstances indicate that there may be a change in any of
these elements of control.
The consolidated financial
statements present the results of the Company and its subsidiaries
("the Group") as if they formed a single entity. Inter-company
transactions and balances between Group companies are therefore
eliminated in full. Uniform accounting policies are applied across
the Group.
The consolidated financial
statements incorporate the results of business combinations using
the acquisition method. In the statement of financial position, the
acquirer'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
on which control ceases.
Intangible assets
Mineral exploration and evaluation
expenditure relates to costs incurred in the exploration and
evaluation of potential mineral resources and includes exploration
and mineral licences, researching and analysing historical
exploration data, exploratory drilling, trenching, sampling and the
costs of pre-feasibility studies.
Exploration and evaluation
expenditure for each area of interest, other than that acquired
from another entity, is charged to the consolidated statement of
income as incurred except when the expenditure is expected to be
recouped from future exploitation or sale of the area of interest
and it is planned to continue with active and significant
operations in relation to the area, or at the reporting period end,
the activity has not reached a stage which permits a reasonable
assessment of the existence of commercially recoverable reserves,
in which case the expenditure is capitalised. Purchased exploration
and evaluation assets are recognised at their fair value at
acquisition. As the capitalised exploration and evaluation
expenditure asset is not available for use, it is not
depreciated.
Exploration and evaluation assets
have an indefinite useful life and are assessed for impairment
annually or when facts and circumstances suggest that the carrying
amount of an asset may exceed its recoverable amount. The
assessment is carried out by allocating exploration and evaluation
assets to cash generating units, which are based on specific
projects or geographical areas. IFRS 6 permits impairments of
exploration and evaluation expenditure to be reversed should the
conditions which led to the impairment improve. The Group
continually monitors the position of the projects capitalised and
impaired.
Whenever the exploration for and
evaluation of mineral resources in cash generating units does not
lead to the discovery of commercially viable quantities of mineral
resources and the Group has decided to discontinue such activities
of that unit, the associated expenditures are written off to the
Statement of comprehensive income.
Financial assets
The Financial assets currently
held by the Group and Company are classified as loans and
receivables and cash and cash equivalents. These assets are
non-derivative financial assets with fixed or determinable payments
that are not quoted in an active market. They are initially
recognised at fair value plus transaction costs that are directly
attributable to their acquisition or issue and are subsequently
carried at amortised cost using the effective interest rate method
less provision for impairment.
Impairment provisions are
recognised when there is objective evidence (such as significant
financial difficulties on the part of the counterparty or default
or significant delay in payment) that the Group will be unable to
collect all of the amounts due under the terms receivable, the
amount of such a provision being the difference between the net
carrying amount and the present value of the future expected cash
flows associated with the impaired receivable. For receivables,
which are reported net, such provisions are recorded in a separate
allowance account with the loss being recognised within
administrative expenses in the statement of comprehensive income.
On confirmation that the receivable will not be collectable, the
gross carrying value of the asset is written off against the
associated provision.
Cash and cash equivalents
These amounts comprise cash on
hand and balances with banks. Cash equivalents are short term,
highly liquid accounts that are readily converted to known amounts
of cash. They include short-term bank deposits and short-term
investments.
Any cash or bank balances that are
subject to any restrictive conditions, such as cash held in escrow
pending the conclusion of conditions precedent to completion of a
contract, are disclosed separately as "Restricted cash". The
security deposit is recognised within trade and other receivables
in note 14.
There is no significant difference
between the carrying value and fair value of
receivables.
Derecognition
The Group derecognises a financial
asset when the contractual rights to the cash flow from the asset
expire, or it transfers the asset and substantially all the risk
and rewards of ownership of the asset to another entity.
Financial liabilities
The Group's financial liabilities
consist of trade and other payables (including short terms loans)
and long term secured borrowings. These are initially recognised at
fair value and subsequently carried at amortised cost, using the
effective interest method. All interest and other borrowing
costs incurred in connection with the above are expensed as
incurred and reported as part of financing costs in profit or loss.
Where any liability carries a right to convertibility into shares
in the Group, the fair value of the equity and liability portions
of the liability is determined at the date that the convertible
instrument is issued, by use of appropriate discount
factors.
Derecognition
The Group derecognises a financial
liability when the obligations are discharged,
cancelled or they expire.
Foreign currency
The functional currency of the
Group and all of its subsidiaries is the British Pound Sterling.
Transactions entered into by the Group entities in a currency other
than the currency of the primary economic
environment in which it operates (the "functional currency") are
recorded at the rates ruling when the transactions occur. Foreign
currency monetary assets and liabilities are translated at the
rates ruling at the date of the statement of financial
position. Exchange differences arising on the retranslation
of unsettled monetary assets and liabilities are similarly
recognised immediately in profit or loss, except for foreign
currency borrowings qualifying as a hedge of a net investment in a
foreign operation.
The exchange rates applied at each
reporting date were as follows:
31 December 2023
- £1:
£1 : US$1.2731, £1 : Euro1.1505 , £1 : MAD12.5947
and £1: TT$ 8.34
31
December 2022 - £1: US$1.2041, £1: Euro1.1313 and £1: MAD12.5824
Investments in subsidiaries
The Group's investment in its
subsidiaries are recorded at cost.
Plant and equipment
Plant and equipment owned by the
Group relates solely to computer equipment.
Depreciation is provided on
equipment so as to write off the carrying value of items over their
expected useful economic lives. It is applied at the following
rates:
Computer equipment
- 20% per annum, straight line
Share options and Equity Instruments
Where the terms and conditions of
options are modified before they vest, the increase in the fair
value of the options, measured immediately before and after the
modification, is also charged to profit or loss over the remaining
vesting period. Where equity instruments are granted to
persons other than consultants, the fair value of goods and
services received is charged to profit or loss, except where it is
in respect to costs associated with the issue of shares, in which
case, it is charged to the share capital or share premium
account.
Equity instruments
Share capital represents the amount subscribed for
shares at each of the placings.
The reconstruction reserve account
represents premiums received on the share
capital of subsidiaries and also includes directly related share
issue costs.
Warrants issuance cost reserve
includes any costs relating to warrants issued for services
rendered accounted for in accordance with IFRS 2 - Equity-settled
instruments.
The share-based payments
reserve represents equity-settled
shared-based employee remuneration for the fair value of the
options issued.
Retained earnings include all
current and prior period results as disclosed in the Statement of
comprehensive income, less dividends paid to the owners of the
Company.
Taxation
The Company and all subsidiaries
('the Group') are registered in Jersey, Channel Islands and are
taxed at the Jersey company standard rate of 0%. However, the
Group's projects are situated in jurisdictions where taxation may
become applicable to local operations.
The major components of income tax
on the profit or loss include current and deferred tax.
Current tax
Current tax is based on the profit
or loss adjusted for items that are non-assessable or disallowed
and is calculated using tax rates that have been enacted or
substantively enacted by the reporting date.
Tax is charged or credited to the
statement of comprehensive income, except when the tax relates to
items credited or charged directly to equity, in which case the tax
is also dealt with in equity.
Deferred tax
Deferred tax assets and
liabilities are recognised where the carrying amount of an asset or
liability in the statement of financial position differs to its tax
base, except for differences arising on:
• The initial recognition of an
asset or liability in a transaction which is not a business
combination and at the time of the transaction affects neither
accounting or taxable profit; and
• Investments in subsidiaries and
jointly controlled entities where the Group is able to control the
timing of the reversal of the difference and it is probable that
the differences will not reverse in the foreseeable
future.
Recognition of deferred tax assets
is restricted to those instances where it is probable that taxable
profit will be available against which the difference can be
utilised.
The amount of the asset or
liability is determined using tax rates that have been enacted or
substantively enacted by the reporting date and are expected to
apply when deferred tax liabilities/ (assets) are settled/
(recovered). Deferred tax balances are not discounted.
Predator Gas Ventures Limited has
a Withholdings Tax Liability in Morocco for all services that are
carried out in in relation to wells. The Withholdings
Tax is charged at 10% on all services (excluding material) (see
note 4).
1. Segmental
analysis
The Group operates in one business
segment, the exploration, appraisal and development of oil and gas
assets. The Group has interests in three geographical segments
being Africa (Morocco), Europe (Ireland) and the Caribbean
(Trinidad and Tobago).
The Group's operations are
reviewed by the Board (which is considered to be the Chief
Operating Decision Maker ('CODM')) and split between oil and gas
exploration and development and administration and corporate
costs.
Exploration and development are
reported to the CODM only on the basis of those costs incurred
directly on projects.
Administration and corporate costs
are further reviewed on the basis of spend across the
Group.
Decisions are made about where to
allocate cash resources based on the status of each project and
according to the Group's strategy to develop the projects.
Each project, if taken into commercial development, has the
potential to be a separate operating segment. Operating
segments are disclosed below on the basis of the split between
exploration and development and administration and
corporate.
|
Europe
|
|
Caribbean
|
|
Africa
|
|
Corporate
|
Year ended 31 December 2023
|
£
|
|
£
|
|
£
|
|
£
|
|
|
|
|
|
|
|
|
Finance income
|
-
|
|
-
|
|
-
|
|
36,495
|
Gross loss
|
|
|
|
|
|
|
|
Administrative and overhead
expenses
|
(68,038)
|
|
6,204
|
|
(401,261)
|
|
(2,761,626)
|
Share options and warrant
expense
|
-
|
|
-
|
|
-
|
|
(1,540,481)
|
Finance expense
|
-
|
|
-
|
|
-
|
|
(87,277)
|
Loss for the year from continuing
operations
|
(68,038)
|
|
6,204
|
|
(401,261)
|
|
(4,352,889)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total reportable segment
intangible assets
|
-
|
|
5,251,937
|
|
12,335,992
|
|
-
|
Total reportable segment
non-current assets
|
-
|
|
-
|
|
-
|
|
1,181
|
Total reportable segment current
assets
|
-
|
|
584,130
|
|
1,322,331
|
|
6,430,397
|
Total reportable segment
assets
|
-
|
|
5,836,067
|
|
13,658,323
|
|
6,431,578
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total reportable segment
liabilities
|
-
|
|
(3,572,030)
|
|
(536,793)
|
|
(908,342)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Europe
|
|
Caribbean
|
|
Africa
|
|
Corporate
|
Year ended 31 December 2022
|
£
|
|
£
|
|
£
|
|
£
|
|
|
|
|
|
|
|
|
Finance income
|
-
|
|
-
|
|
-
|
|
4,477
|
Gross Loss
|
|
|
|
|
|
|
|
Administrative and overhead
expenses
|
(205,580)
|
|
(67,843)
|
|
(657,988)
|
|
(366,294)
|
Share options and warrant
expense
|
-
|
|
-
|
|
-
|
|
(1,248,084)
|
Finance expense
|
-
|
|
-
|
|
-
|
|
(17,532)
|
Loss for the year from continuing
operations
|
(205,580)
|
|
(67,843)
|
|
(657,988)
|
|
(1,627,433)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total reportable segment
intangible assets
|
-
|
|
-
|
|
5,275,720
|
|
-
|
Total reportable segment
non-current assets
|
-
|
|
-
|
|
-
|
|
3,448
|
Total reportable segment current
assets
|
-
|
|
659,504
|
|
1,634,816
|
|
3,015,511
|
Total reportable segment
assets
|
-
|
|
659,504
|
|
6,910,536
|
|
3,018,959
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total reportable segment
liabilities
|
(10,049)
|
|
(2,821)
|
|
(598,002)
|
|
(642,380)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2023
|
|
2022
|
|
|
|
|
|
|
Group
|
|
Group
|
2
|
Auditor's remuneration
|
|
|
|
|
£
|
|
£
|
|
|
|
|
|
|
|
|
|
|
Audit of the accounts of the
Group
|
|
|
|
|
66,000
|
|
61,200
|
|
Review of interim financial
statements
|
|
|
|
|
3,000
|
|
2,500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
69,000
|
|
63,700
|
|
|
|
|
|
|
2023
|
|
2022
|
|
|
|
|
|
|
Group
|
|
Group
|
3
|
Finance income
|
|
|
|
|
£
|
|
£
|
|
|
|
|
|
|
|
|
|
|
Bank interest received
|
|
|
|
|
36,495
|
|
4,477
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
36,495
|
|
4,477
|
|
|
|
|
|
|
2023
|
|
2022
|
|
|
|
|
|
|
Group
|
|
Group
|
4
|
Administration expenses
|
|
|
|
|
£
|
|
£
|
|
|
|
|
|
|
|
|
|
|
Administration fees
|
|
|
|
|
154,753
|
|
107,425
|
|
Audit fee - refer to note
2
|
|
|
|
|
69,000
|
|
63,700
|
|
Annual return fee
|
|
|
|
|
1,350
|
|
1,350
|
|
Non-executive director
fees
|
|
|
|
|
92,864
|
|
107,342
|
|
Insurance
|
|
|
|
|
152,395
|
|
102,947
|
|
Legal and professional
fees
|
|
|
|
|
158,488
|
|
106,890
|
|
AIM listing costs
|
|
|
|
|
-
|
|
62,089
|
|
Listing costs
|
|
|
|
|
501,215
|
|
216,877
|
|
Website costs
|
|
|
|
|
3,776
|
|
3,950
|
|
Directors fees
|
|
|
|
|
92,864
|
|
245,331
|
|
Technical Consultancy
fees
|
|
|
|
|
1,300,725
|
|
296,653
|
|
Travel expenses
|
|
|
|
|
40,169
|
|
119,090
|
|
Computer/system costs/IT
support
|
|
|
|
|
8,766
|
|
114,429
|
|
Bank charges
|
|
|
|
|
32,143
|
|
34,559
|
|
Depreciation
|
|
|
|
|
2,267
|
|
2,436
|
|
Sundry expenses
|
|
|
|
|
5,280
|
|
2,717
|
|
WHT payable
|
|
|
|
|
489,629
|
|
-
|
|
Foreign exchange
|
|
|
|
|
119,038
|
|
(290,080)
|
|
Share based payments -
options
|
|
|
|
|
1,540,481
|
|
1,234,880
|
|
Share based payments -
warrants
|
|
|
|
|
-
|
|
13,204
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,765,203
|
|
2,545,789
|
|
|
|
|
|
|
2023
|
|
2022
|
|
|
|
|
|
|
Group
|
|
Group
|
5
|
Finance expense
|
|
|
|
|
£
|
|
£
|
|
|
|
|
|
|
|
|
|
|
Bank interest paid
|
|
|
|
|
-
|
|
-
|
|
Interest on Stock Lending
Agreement (1) - See note 15
|
|
|
|
46,735
|
|
14,330
|
|
Directors' loan (2) - See note
15
|
|
|
|
|
40,542
|
|
3,202
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
87,277
|
|
17,532
|
|
|
|
|
|
|
2023
|
|
2022
|
|
|
|
|
|
|
Group
|
|
Group
|
6
|
Taxation
|
|
|
|
|
£
|
|
£
|
|
|
|
|
|
|
|
|
|
|
Loss on ordinary activities before
tax
|
|
|
|
|
(4,815,984)
|
|
(2,558,844)
|
|
Loss on ordinary activities at
Jersey standard 0% tax (2021 : 0%)
|
|
-
|
|
-
|
|
|
|
|
|
|
|
|
|
|
Tax charge for the year
|
|
|
|
|
-
|
|
-
|
No charge to taxation arises due
to the losses incurred.
Predator Gas Ventures Limited is
subject to tax in its operating jurisdiction of Morocco; however, the Company is loss making and has no
taxable profits to date.
No deferred tax asset has been
recognised on accumulated tax losses because of uncertainty over
the timing of future taxable profits against which the losses may
be offset.
No deferred tax asset or liability
has been recognised as the Standard Jersey corporate tax rate is
0%.
|
|
|
|
|
|
2023
|
|
2022
|
|
|
|
|
|
|
Group
|
|
Group
|
7
|
Personnel
|
|
|
|
|
£
|
|
£
|
|
|
|
|
|
|
|
|
|
|
Executive and non-executive
directors
|
|
|
|
|
460,520
|
|
522,051
|
|
Share option scheme
|
|
|
|
|
1,540,481
|
|
1,234,880
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,001,001
|
|
1,756,931
|
|
|
|
|
|
|
|
|
|
|
The average number of personnel
(including directors) during the year was:
|
|
|
|
Management - (Executive
directors)
|
|
|
|
|
2
|
|
2
|
|
Non-management - (Non-executive
directors)
|
|
|
|
|
2
|
|
2
|
|
|
|
|
|
|
4
|
|
4
|
Four Directors at the end of the
period have share options receivable under long term incentive
schemes. The highest paid Director received an amount of £321,622
(2022: £236,575). The Group does not have employees. All personnel
are engaged as service providers.
|
|
|
|
|
|
2023
|
|
2022
|
8
|
Earnings per share
|
|
|
|
|
£
|
|
£
|
|
|
|
|
|
|
|
|
|
|
Weighted average number of
shares
|
|
|
|
|
403,768,275
|
|
323,184,523
|
|
|
|
|
|
|
|
|
|
|
Loss for the year
|
|
|
|
|
(4,815,984)
|
|
(2,558,844)
|
|
|
|
|
|
|
|
|
|
|
Earnings per share basic and
diluted (pence)
|
|
|
|
|
(1.193)
|
|
(0.792)
|
Dilutive loss per Ordinary Share
equals basic loss per Ordinary Share as, due to the losses incurred
in 2023 and 2022, there is no dilutive effect from the subsisting
share options.
9 Loss for the financial
year
The Group has adopted the
exemption in terms of Companies (Jersey) law 1991 and has not
presented its own income statement in these financial
statements.
10
|
Other intangible assets
|
|
|
Project
Guercif
|
|
Cory
Moruga
|
|
Total
|
|
Gross carrying amount
|
|
|
|
|
|
|
|
|
Balance at 1 January
2023
|
|
|
5,275,720
|
|
-
|
|
5,275,720
|
|
Additions
|
|
|
7,060,272
|
|
|
|
7,060,272
|
|
Acquired through Business
Combinations (see note 12)
|
|
|
|
5,251,937
|
|
5,251,937
|
|
At 31 December 2023
|
|
|
12,335,992
|
|
5,251,937
|
|
17,587,929
|
|
|
|
|
|
|
|
|
|
|
Depreciation and impairment
|
|
|
|
|
|
|
|
|
Balance at 1 January
2023
|
|
|
-
|
|
-
|
|
-
|
|
Depreciation
|
|
|
-
|
|
-
|
|
-
|
|
Balance at 31 December 2023
|
|
|
-
|
|
-
|
|
-
|
|
|
|
|
|
|
|
|
|
|
Carrying amount at 31 December
2022
|
|
|
5,275,720
|
|
-
|
|
5,275,720
|
|
Carrying amount at 31 December 2023
|
|
|
12,335,992
|
|
5,251,937
|
|
17,587,929
|
Project
Guercif
The total carrying amount of
Project Guercif as at 31 December 2023 of £12,335,992 (2022:
£5,275,000) relates to costs incurred with wells MOU-1, MOU-2,
MOU-3 and MOU-4.
MOU-1, MOU-3 and MOU-4
In conformance with the current
Moroccan regulatory procedures for rigless well testing, the
Company has expressed in writing to the Office National des
Hydrocarbures et des Mines ("ONHYM") the intention to test MOU-1,
MOU-3 and MOU-4. Planning for these activities was carried out in
Q4 2023.
The Company will begin Phase 1
rigless well testing for MOU-1 and MOU-3 at the very earliest
opportunity once the regulatory process has been fully complied
with all approvals and consents are given.
MOU-2:
On 25 January 2023, the Company
announced that MOU-2 well had been suspended with an option to
re-enter after reaching a depth of 1,260 metres Measured
Depth.
Wireline logs were acquired from
the 95/8" casing point at 677 metres to 1,010 metres Measured
Depth. The wireline logging tools were not able to log deeper than
this depth due the presence of extremely sticky clays in a
geological formation overlying the Moulouya Fan primary
objective.
The debris flow potentially forms
a highly effective seal on the underlying Moulouya Fan. The
thickness of the Moulouya Fan reservoir interval is expected to
increase between MOU-1 and MOU-2 based on the sand content of the
debris-flow penetrated in MOU-2 allowed an extrapolation across to
MOU-1 to be made. A re-entry and deepening of MOU-2 will be fully
evaluated once a solution to optimising the drilling mud programme
and mud properties has been completed.
Isotube gas samples were recovered
from the shallow section above 700 metres measured
depth.
All costs relating to Project
Guercif have been capitalised and will only be depreciated once gas
discovery is declared commercial and a Plan of Development has been
approved.
In accordance with IFRS 6, the
Directors undertook an assessment of the following areas and
circumstances which could indicate the existence of
impairment:
• The Group's right to explore in
an area has expired, or will expire in the near future without
renewal
• No further exploration or
evaluation is planned or budgeted for
• A decision has been taken by the
Board to discontinue exploration and evaluation in an area due to
the absence of a commercial level of reserves
• Sufficient data exists to
indicate that the book value may not be fully recovered from future
development and production
Following their assessment, the
Directors concluded that no impairment charge in respect to any
licences still held, was necessary for the year ended 31 December
2023(2022: £nil).
11
|
Property, plant and equipment
|
|
|
|
|
|
|
£
|
|
Cost
|
|
|
|
|
|
|
|
|
At 31 December 2022
|
|
|
|
|
|
|
11,181
|
|
Additions
|
|
|
|
|
|
|
-
|
|
At 31 December 2023
|
|
|
|
|
|
|
11,181
|
|
|
|
|
|
|
|
|
|
|
Amortisation
|
|
|
|
|
|
|
|
|
At 31 December 2022
|
|
|
|
|
|
|
7,733
|
|
Charge for the year
|
|
|
|
|
|
|
2,267
|
|
At 31 December 2023
|
|
|
|
|
|
|
10,000
|
|
|
|
|
|
|
|
|
|
|
Carrying amount
|
|
|
|
|
|
|
|
|
At 31 December 2022
|
|
|
|
|
|
|
3,448
|
|
At 31 December 2023
|
|
|
|
|
|
|
1,181
|
12
|
Investment in subsidiaries
|
|
|
|
|
2023
|
|
2022
|
|
|
|
|
|
|
£
|
|
£
|
|
|
|
|
|
|
|
|
|
|
Cost at the beginning of the
year
|
|
|
|
|
537,088
|
|
537,088
|
|
Acquisition of T-Rex Resources
(Trinidad) Limited ("T-Rex")
|
|
2,264,037
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,801,125
|
|
537,088
|
The principal subsidiaries of
Predator Oil and Gas Holdings Plc, all of which are included in
these consolidated Annual Financial Statements, are as
follows:
|
Country of
registration
|
|
Class
|
|
Proportion held by
Group
|
|
Nature of
business
|
Predator Oil and Gas Ventures
Limited
|
Jersey
|
|
Ordinary
|
|
100%
|
|
Licence options in offshore
Ireland - Application for successor authorisations
|
|
|
|
|
|
|
|
|
Predator Oil & Gas Trinidad
Limited
|
Jersey
|
|
Ordinary
|
|
100%
|
|
Cory Moruga Exploration &
Production Licence, Trinidad
|
|
|
|
|
|
|
|
|
T-Rex Resources (Trinidad)
Limited
|
Trinidad
|
|
Ordinary
|
|
100%
|
|
Exploration licence onshore
Trinidad
|
|
|
|
|
|
|
|
|
Predator Gas Ventures
Limited
|
Jersey
|
|
Ordinary
|
|
100%
|
|
Exploration licence onshore
Morocco
|
|
|
|
|
|
|
|
|
Mag Mell Energy Ireland Limited
(formerly Predator LNG Ireland Limited)
|
Jersey
|
|
Ordinary
|
|
100%
|
|
Mag Mell FSRU Project
concept
|
The registered address of all of
the Group's companies is at 3rd Floor, IFC5, Castle Street, St
Helier, JE2 3BY, Channel Islands.
On 7 November 2022 the Group
through its wholly owned subsidiary Predator Oil & Gas Trinidad
Limited ("POGT") entered into a binding purchase and sale agreement
to acquire 100% of the entire issued share capital of T-Rex which
holds an 83.8% interest in and operatorship of the Cory Moruga
Exploration and Production Licence onshore Trinidad, from
Challenger Energy Group Plc ("CEG") for a consideration of
US$1 million (£810,066) and the waiver of a loan of £643,906 due to
POGT by FRAM Exploration Trinidad Ltd, a subsidiary of CEG
for the investment in the Inniss-Trinity Pilot CO2 EOR
Project. Integral to this transaction, POGT agreed with the MEEI to
address legacy liabilities accrued by the previous operator with a
payment of US$ 1 million (£810,066), in part settlement of
aforesaid liabilities, to the MEEI. The acquisition cost for P50
Prospective and Contingent resources represented US$0.14 per
barrel. The acquisition enabled the Group to expand its Trinidad
operations from a CO2 EOR project to one with near term cash flow
generation potential.
The T-Rex assets and liabilities
are an integrated set of activities and assets that are capable of
being managed and conducted for the purpose of providing a return,
and therefore constitute a business. Accordingly, the transaction
has been accounted for in accordance with IFRS 3 'Business
Combinations' which requires the assets acquired and liabilities
assumed to be recognised on the acquisition date at their fair
value.
The fair value of the assets
acquired have been based on resources as reported by Scorpion
Geoscience Limited in the Cory Moruga Independent Technical Report
including the resource potential of the Snowcap-1 discovery, which
gives 2C and 3C Contingent Resources of 1.40 and 1.84 million
barrels respectively and 2C and 3C Prospective Resources of 12.91
and 19.57 million barrels respectively net to the T-Rex. The
after-tax undiscounted net-back is forecast to be US$19.61 per
barrel (using a flat WTI oil spot price of US$76 per barrel.
Project economics support a valuation of NPV10% of US$85m.
Management considers a 10% discount factor as an appropriate
measure of the risk profile of the project. The Group has
recognised £5,251,939 as an intangible asset in respect of the
valuation of Cory Moruga instead of recording a goodwill of the
same amount on consolidation of TRex's balance sheet with
POGT.
With the acquisition TT
$323,652,447 (£38,813,400) of tax losses as of 2022 were acquired
and are offsetable against 50% Petroleum Profit Tax on future net
operating profits from oil production in the Cory Moruga
Exploration and Production Licence. Further details of the
transaction are provided in the Strategy Report.
The acquisition of T-Rex had no
impact on the statement of comprehensive income. In the
period from 1 January 2023 to acquisition date T-Rex made a loss of
£932,440.
The amounts recognised in respect
of the identifiable assets acquired and liabilities assumed
are:
Consideration
|
|
|
|
|
US$
|
|
£
|
Transfer to CEG
|
|
|
|
|
1,000,000
|
|
810,066
|
Transfer to MEEI
|
|
|
|
|
1,000,000
|
|
810,066
|
FRAM loan unwind
|
|
|
|
|
762,216
|
|
643,906
|
Costs of acquisition
|
|
|
|
|
-
|
|
-
|
Total
|
|
|
|
|
2,762,216
|
|
2,264,038
|
|
|
|
|
|
|
|
|
T-Rex Assets and Liabilities
|
|
|
|
|
|
£
|
Trade and other
receivables
|
|
|
|
|
|
|
584,130
|
Intangible asset
|
|
|
|
|
|
|
5,251,939
|
Liabilities (TTD
24,950,313)
|
|
|
|
|
|
|
(3,572,032)
|
Total
|
|
|
|
|
|
|
2,264,037
|
13
|
Trade and other receivables
|
|
|
|
|
2023
|
|
2022
|
|
|
|
|
|
|
Group
|
|
Group
|
|
|
|
|
|
|
£
|
|
£
|
|
Current
|
|
|
|
|
|
|
|
|
Loans receivable (i)
|
|
|
|
|
-
|
|
659,504
|
|
Security deposit (US$1,500,000)
(ii)
|
|
|
|
|
1,178,189
|
|
1,245,795
|
|
Prepayments and other debtors
(iii)
|
|
|
|
|
674,632
|
|
81,371
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,852,821
|
|
1,986,670
|
(i) The brought forward loans
receivable were waived in full in accordance with the terms of the
T-Rex acquisition detailed in Note 12.
On 7 November 2023, the Company
announced the Completion of the acquisition of 100% of the share
capital of T-Rex Resources (Trinidad) Limited ("T-Rex"). A
settlement agreement with Challenger, for Part of the transaction
includes the settlement of the total outstanding loan amounts from
FRAM.
(ii) A security deposit of
USD1,500,000 (2022: USD1,500,000) is held by Barclays Bank in
respect of a guarantee provided to Office National des
Hydrocarbures et des Mines (ONHYM) as a condition of being granted
the Guercif exploration licence. These funds are refundable on the
completion of the Minimum Work Programme set out in the terms of
the Guercif Petroleum Agreement and Association Contract. Subject
to ratification by a Joint Ministerial Order, the Bank Guarantee is
being rolled over into the First Extension Period of the Guercif
Licence.
(iii) Prepayments are in respect
of amounts paid in advance to the Financial Conduct Authority,
media service providers, an insurance premium and a debtor in
respect of the Joint Operating Agreement between Touchstone and
MEEI of £550,209.
There are no material differences
between the fair value of trade and other receivables and their
carrying value at the year end.
14
|
Cash and cash equivalents
|
|
|
|
|
2023
|
|
2022
|
|
|
|
|
|
|
Group
|
|
Group
|
|
|
|
|
|
|
£
|
|
£
|
|
|
|
|
|
|
|
|
|
|
Barclays Bank Plc
|
|
|
|
|
6,417,092
|
|
2,967,535
|
|
Société Générale
|
|
|
|
|
66,940
|
|
355,626
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,484,033
|
|
3,323,161
|
15
|
Trade and other payables
|
|
|
|
|
2023
|
|
2022
|
|
|
|
|
|
|
Group
|
|
Group
|
|
|
|
|
|
|
£
|
|
£
|
|
Current
|
|
|
|
|
|
|
|
|
Trade payables and other payables
(i)
|
|
|
|
|
1,453,484
|
|
679,138
|
|
Accruals (ii)
|
|
|
|
|
2,586,288
|
|
61,183
|
|
Provisions (ii)
|
|
|
|
|
977,393
|
|
-
|
|
Directors' loans (iv)
|
|
|
|
|
-
|
|
512,931
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,017,165
|
|
1,253,252
|
i) On the 12 May 2023, the
Executive Directors were compensated for the capitalisation of the
loans in the sum of £323,785 and £183,813 (as per iv).
They will receive cash payments from the Company upon either a) a
flow rate of 1 million cfg/day being achieved from any well of
Guercif petroleum or b) a flow rate of 100 bopd being achieved from
any well in Trinidad.
(i) On 1 December 2023 the
Executive Directors were awarded a performance bonus in recognition
of the work undertaken to bring forth the Group's drilling
programme in Morocco and the successful drilling results. The bonus
was settled by the issue of 1,329,787 new Ordinary Shares to each
Executive Director representing an award of £125,000 each. The
remaining 50% of the performance award remains payable and the
Executive Directors have the option of receiving the remaining
amount by way of additional shares or cash at their discretion. An
amount of £250,000 has been recognised in trade and other payables
in respect of the amount payable.
(ii) The
amount of GBP2,586,288 recognised in accruals relates to an amount
of USD3.2 million payable to the Trinidadian Ministry of Energy and
Energy Industries in respect of past dues on the Cory Moruga
licence.
(iii) The amount of GBP977,393
relates to provisions in respect of financial obligations and
decommissioning in respect of the Cory Moruga licence.
(iv) The Directors' loans were
interest bearing at rates of 4% and 6%. The loans and interest
thereon were fully settled in the year.
16.Financial instruments - risk management
Details of the significant
accounting policies in respect of financial instruments are
disclosed on pages 94 to 101. The Group's financial instruments
comprise cash and items arising directly from its operations such
as other receivables, trade payables and loans.
Financial risk
management
The Board seeks to minimise its
exposure to financial risk by reviewing and agreeing policies for
managing each financial risk and monitoring them on a regular
basis. No formal policies have been put in place in order to hedge
the Group's activities to the exposure to currency risk or interest
risk; however, the Board will consider this
periodically.
The Group is exposed through its
operations to the following financial risks:
• Credit risk
• Market risk (includes cash flow
interest rate risk and foreign currency risk)
• Liquidity risk
The policy for each of the above
risks is described in more detail below.
The principal financial
instruments used by the Group, from which financial instruments
risk arises are as follows:
• Receivables
• Cash and cash
equivalents
• Trade and other payables
(excluding other taxes and social security)
• Loans: payable within one
year and payable in more than one year
The table below sets out the
carrying value of all financial instruments by category and where
applicable shows the valuation level used to determine the fair
value at each reporting date. The fair value of all financial
assets and financial liabilities is not materially different to the
book value.
|
|
|
|
|
2023
|
|
2022
|
|
|
|
|
|
£
|
|
£
|
Cash and trade receivables
|
|
|
|
|
|
|
|
Cash and cash
equivalents
|
|
|
|
|
6,484,033
|
|
3,323,161
|
Trade and other
receivables
|
|
|
|
|
1,852,821
|
|
1,905,299
|
Other liabilities
|
|
|
|
|
|
|
|
Trade and other payables (excluding
short term loans)
|
|
|
|
2,430,877
|
|
1,192,069
|
Credit risk
Financial assets, which
potentially subject the Group to concentrations of credit risk,
consist principally of cash, short-term deposits and other
receivables. Cash balances are all held at recognised financial
institutions. Other receivables are presented net of allowances for
doubtful receivables. Other receivables currently form an
insignificant part of the Group's business and therefore the credit
risks associated with them are also insignificant to the Group as a
whole.
The Company has a credit risk in
respect of inter-company loans to subsidiaries. The Company is owed
£18,435,673 by its subsidiaries (this amount is not carried in the
Statement of Financial Position as the accounts are consolidated).
The recoverability of these balances is dependent on the commercial
viability of the exploration activities undertaken by the
respective subsidiary companies. The credit risk of these loans is
managed as the directors constantly monitor and assess the
viability and quality of the respective subsidiary's investments in
intangible oil & gas assets.
Maximum to credit risk
The Group's maximum exposure to
credit risk by category of financial instrument is shown in the
table below:
|
|
2023
|
|
2023
|
|
2022
|
|
2022
|
|
|
carrying
|
|
maximum
|
|
carrying
|
|
maximum
|
|
|
value
|
|
exposure
|
|
value
|
|
exposure
|
|
|
£
|
|
£
|
|
£
|
|
£
|
|
|
|
|
|
|
|
|
|
|
Cash and cash
equivalents
|
6,484,033
|
|
11,182,775
|
|
3,323,161
|
|
5,521,472
|
|
Receivables
|
1,852,822
|
|
2,512,326
|
|
1,986,670
|
|
1,986,670
|
The holding company's maximum
exposure to credit risk by class of financial instrument is shown
in the table below:
|
|
2023
|
|
2023
|
|
2022
|
|
2022
|
|
|
carrying
|
|
maximum
|
|
carrying
|
|
maximum
|
|
|
value
|
|
exposure
|
|
value
|
|
exposure
|
|
|
£
|
|
£
|
|
£
|
|
£
|
|
|
|
|
|
|
|
|
|
|
Cash and cash
equivalents
|
6,413,027
|
|
9,585,897
|
|
2,965,032
|
|
5,122,751
|
|
Receivables
|
17,370
|
|
17,370
|
|
1,905,300
|
|
1,905,300
|
|
Loans to Group
Companies
|
18,435,673
|
|
18,435,673
|
|
9,546,184
|
|
9,546,184
|
|
|
|
|
|
|
|
|
|
Market risk
Cash flow interest rate
risk
The Group has adopted a
non-speculative policy on managing interest rate risk. Only
approved financial institutions with sound capital bases are used
to borrow funds and for the investments of surplus
funds.
The Group seeks to obtain a
favourable interest rate on its cash balances through the use of
bank deposits. The Group's bank paid a total of £32,143 (2022:
£4,477) interest on cash balances during the year. At 31 December
2023, the Group had a cash balance of £6.413 million (2022: £3.323
million) which was made up as follows:
|
|
|
|
|
|
2023
|
|
2022
|
|
|
|
|
|
|
£
|
|
£
|
|
|
|
|
|
|
|
|
|
|
Sterling
|
|
|
|
|
2,454,151
|
|
2,108,558
|
|
United States Dollar
|
|
|
|
|
3,830,035
|
|
830,810
|
|
Euro
|
|
|
|
|
132,910
|
|
28,168
|
|
Moroccan dirham
|
|
|
|
|
66,937
|
|
355,625
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,484,033
|
|
3,323,161
|
Foreign currency risk
Foreign exchange risk is inherent
in the Group's activities and is accepted as such. The majority of
the Group's expenses are denominated in Sterling and therefore
foreign currency exchange risk arises where any balance is held, or
costs incurred, in currencies other than Sterling. At 31 December
2023 and 31 December 2022, the currency exposure of the Group was
as follows:
|
|
Sterling
|
|
US Dollar
|
|
Other
|
|
Total
|
|
|
£
|
|
£
|
|
£
|
|
£
|
|
at 31 December 2023
|
|
|
|
|
|
|
|
|
Cash and cash
equivalents
|
2,454,151
|
|
3,830,035
|
|
199,847
|
|
6,484,033
|
|
Trade and other
receivables
|
47,951
|
|
1,220,740
|
|
584,130
|
|
1,852,821
|
|
Trade and other
payables
|
(1,453,484)
|
|
-
|
|
(3,563,681)
|
|
(5,017,165)
|
|
|
|
|
|
|
|
|
|
|
at 31 December 2022
|
|
|
|
|
|
|
|
|
Cash and cash
equivalents
|
2,108,558
|
|
830,810
|
|
383,793
|
|
3,323,161
|
|
Trade and other
receivables
|
107,831
|
|
1,878,839
|
|
-
|
|
1,986,670
|
|
Trade and other
payables
|
(803,549)
|
|
(228,339)
|
|
(221,364)
|
|
(1,253,252)
|
|
|
|
|
|
|
|
|
|
Liquidity risk
Any borrowing facilities are
negotiated with approved financial institutions at acceptable
interest rates. All assets and liabilities are at fixed and
floating interest rate. The Group seeks to manage its financial
risk to ensure that sufficient liquidity is available to meet the
foreseeable needs both in the short and long term. See also
references to Going Concern disclosures in the Strategic
Report.
Capital
The objective of the directors is
to maximise shareholder returns and minimise risks by keeping a
reasonable balance between debt and equity. At 31 December 2023 the
Group's only debt balance which related to Directors was fully
repaid in year (2022: £512,931) as per note 15.
|
|
|
|
|
|
Number of
shares
|
|
Nominal
value
|
17
|
Share capital
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issued and fully paid
|
|
|
|
|
|
|
|
|
Opening Balance
|
|
|
|
|
383,759,189
|
|
16,840,165
|
|
09 March 2023
|
|
|
|
|
|
|
|
|
Warrants exercise - Please refer
to note 20
|
|
|
|
|
2,035,714
|
|
79,500
|
|
03 April 2023
|
|
|
|
|
|
|
|
|
Share Issue (i)
|
|
|
|
|
14,174,056
|
|
2,000,000
|
|
12 May 2023
|
|
|
|
|
|
|
|
|
Share options exercised - Please
refer to note 20
|
|
|
|
19,112,049
|
|
1,596,986
|
|
12 May 2023
|
|
|
|
|
|
|
|
|
Share Issue
|
|
|
|
|
2,500,000
|
|
142,500
|
|
26 May 2023
|
|
|
|
|
|
|
|
|
Share options exercised - Please
refer to note 20
|
|
|
|
1,000,000
|
|
50,000
|
|
26 May 2023
|
|
|
|
|
|
|
|
|
Share issue
|
|
|
|
|
3,822,410
|
|
217,877
|
|
15 August 2023
|
|
|
|
|
|
|
|
|
Share issue (ii)
|
|
|
|
|
45,189,580
|
|
1,890,000
|
|
15 August 2023
|
|
|
|
|
|
|
|
|
Share issue
|
|
|
|
|
90,909,090
|
|
10,000,000
|
|
01 December 2023
|
|
|
|
|
|
|
|
|
Bonus Payment (iii)
|
|
|
|
|
2,659,574
|
|
250,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
565,161,662
|
|
33,067,028
|
(i)
On the share placing dated 3 April 2023 for a total of 36,363,636
shares of no-par value, only 14,174,056 were shares considered to
be issued, the other 22,189,580 were lent by Paul Griffiths, a
Director of the Company.
(ii)
On the share placing dated 15 August 2023 for a total of 45,189,580
shares of no-par value, 44,689,580 shares were returned to Paul
Griffiths and 500,000 shares to Lonny Baumgardner. The value of the
shares returned to both Directors was based on the loan payable
balance outstanding.
(iii)
On 1 December 2023 the Executive Directors were awarded a
performance bonus in recognition of the work undertaken to bring
forth the Group's drilling programme in Morocco and the successful
drilling results. The bonus was settled by the issue of 1,329,787
new Ordinary Shares to each Executive Director representing an
award of £125,000 each.
18
|
Other reserves
|
|
|
|
|
2023
|
|
2022
|
|
|
|
|
|
|
Group
|
|
Group
|
|
Warrants
issuance cost reserve
|
|
|
No of warrants
|
|
£
|
|
£
|
|
|
|
|
|
|
|
|
|
|
Balance brought forward
|
|
|
9,564,232
|
|
(583,825)
|
|
(376,820)
|
|
Issue of warrants
|
|
|
13,360,411
|
|
(1,219,130)
|
|
(436,452)
|
|
Exercised warrants at fair
value
|
|
|
(2,035,714)
|
|
44,142
|
|
187,127
|
|
Cancelled and/or expired warrants
(i)
|
|
|
(2,318,750)
|
|
47,057
|
|
42,320
|
|
|
|
|
|
|
|
|
|
|
Balance carried forward
|
|
|
18,570,179
|
|
(1,711,756)
|
|
(583,825)
|
(i)
The movement in reserve is £47,057 (2022: £42,320), relates to
warrants that expired in 2022 but only reflected in reserves during
this year.
|
|
|
|
|
|
2023
|
|
2022
|
|
|
|
|
|
|
Group
|
|
Group
|
|
Share based payments reserve
|
|
|
No of share options
|
£
|
|
£
|
|
|
|
|
|
|
|
|
|
|
Balance brought forward
|
|
|
40,360,972
|
|
1,379,964
|
|
611,173
|
|
Issue of warrants
|
|
|
28,112,049
|
|
1,219,130
|
|
436,452
|
|
Extension of warrants exercise
date
|
|
|
-
|
|
-
|
|
13,204
|
|
Cancelled share options
|
|
|
-
|
|
-
|
|
-
|
|
Fair value movement of share
options
|
|
|
-
|
|
1,540,481
|
|
1,234,880
|
|
Share options exercised
|
|
|
(20,112,049)
|
|
(1,250,663)
|
|
(728,618)
|
|
Warrants exercised
|
|
|
-
|
|
(44,142)
|
|
(187,127)
|
|
|
|
|
|
|
|
|
|
|
Balance carried forward
|
|
|
48,360,972
|
|
2,844,770
|
|
1,379,964
|
19
|
Share based payments
|
|
|
|
|
2023
|
|
2022
|
|
Warrant and share option expense
|
|
|
|
|
£
|
|
£
|
|
|
|
|
|
|
|
|
|
|
Warrant and share option
expense:
|
|
|
|
|
|
|
|
|
- in respect of remuneration
contracts
|
|
|
|
|
1,540,481
|
|
1,234,880
|
|
- in respect of expired
remuneration contracts
|
|
|
|
-
|
|
-
|
|
- in respect of expiry date
extension
|
|
|
|
|
-
|
|
13,204
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,540,481
|
|
1,248,084
|
Share Options
The Group operates a share option
plan for directors. Details of share options granted and
exercised during the year on a Director basis are noted
below:
Paul
Griffiths
Share options issued during the
year:
On 12 May 2023, the Company issued
3,328,119 share options at an exercise price of 10.0p. The share
options are exercisable immediately.
On the same day the Company issued
7,855,486 share options at an exercise price of 8.0p. The share
options are exercisable immediately.
Share options exercised during the year:
On 12 May 2023 the following share
options were exercised:
· Share
options agreement dated 9 November 2022 - 3,328,119 were exercised
at 10.0p each.
· Share
options agreement dated 23 November 2022 - 7,855,486 were exercised
at 8.0p each.
Share options held as at year end:
· Share
options agreement dated 9 November 2022 - 4,171,881 share options
at an exercise price of 10.0p. The share options are exercisable by
9 November 2029.
· Share
options agreement dated 12 May 2023 - 3,328,119 share options at an
exercise price of 10.0p. The share options are exercisable
immediately.
· Share
options agreement dated 12 May 2023 - 7,855,486 share options at an
exercise price of 8.0p. The share options are exercisable by
immediately.
Lonny
Baumgardner
Share options issued during the year:
On 12 May 2023, the Company issued
72,958 share options at an exercise price of 10.0p. The share
options were exercisable immediately.
On the same day, 12 May 2023 the
Company issued 7,855,486 share options at an exercise price of
8.0p. The share options were exercisable immediately.
Share options exercised during the year:
On 12 May 2023, exercised the
following share options:
· Share
options agreement dated 9 November 2022 - 72,958 were exercised at
10.0p each.
· Share
options agreement dated 23 November 2022 - 7,855,486 were exercised
at 8.0p each.
Share options held at year end:
· Share
options agreement dated 9 November 2022 - 7,427,042 share options
at an exercise price of 10.0p. The share options are exercisable by
8 November 2029.
· Share
options agreement dated 12 May 2023 - 72,958 share options at an
exercise price of 10.0p. The share options are exercisable
immediately.
· Share
options agreement dated 12 May 2023 - 7,855,486 share options at an
exercise price of 8.0p. The share options are exercisable
immediately.
Alistair
Jury
Share options issued during the year:
On 13 October 2023, the
Company issued 3,000,000 share options at an exercise price of
12.5p. The share options are exercisable by 12 October
2030.
Share options held at year end:
· Share
options agreement dated 5 July 2022 - 2,000,000 share options at an
exercise price of 8.125p. The share options are exercisable by 4
July 2029.
· Share
options agreement dated 13 October 2023 - 3,000,000 share options
at an exercise price of 12.5p. The share options are exercisable by
12 October 2030.
Carl
Kindinger
Share options issued during the year:
On 13 October 2023, the Company
issued 3,000,000 share options at an exercise price of 12.5p. The
share options are exercisable by 12 October 2030.
Share options held at year end:
· Share
options agreement dated 9 November 2022 - 2,000,000 share options
at an exercise price of 7.75p. The share options are exercisable by
8 November 2029.
· Share
options agreement dated 13 October 2023 - 3,000,000 share options
at an exercise price of 12.5p. The share options are exercisable by
12 October 2030.
Tom Evans
Share options issued and exercised during the
year:
No share options were issued of
exercised in the year.
Share options held at year end:
· Share
options agreement dated 5 July 2022 - 2,000,000 share options at an
exercise price of 8.125p. The share options are exercisable by 4
July 2029.
Dr Steve
Staley
Share options issued and exercised during the
year:
No share options were issued of
exercised in the year.
Share options held at year end:
· Share
options agreement dated 27 October 2020 - 1,650,000 share options
at an exercise price of 5.0p. The share options are exercisable by
26 October 2027.
Moyra
Scott
Share options issued during the year:
On 29 March 2023, the Company
issued 3,000,000 share options at an exercise price of 10.0p. The
share options are exercisable immediately.
Share options held at year end:
· Share
options agreement dated 29 March 2023 -3,000,000 share options at
an exercise price of 10.0p. The share options are exercisable
immediately.
The Board is not planning to
consider any other components of director remuneration during the
year under review.
The Black Scholes model has been
used to fair value the options, the inputs into the model were as
follows:
Grant date
|
|
|
|
|
29 March
23
|
|
12 May 23
|
Share price
|
|
|
|
|
£0.0720
|
|
£0.0660
|
Exercise price
|
|
|
|
|
£0.0100
|
|
£0.0800
|
Term
|
|
|
|
|
6
months
|
|
immediate
|
Expected volatility
|
|
|
|
|
148.21%
|
|
150%
|
Expected dividend yield
|
|
|
|
|
0%
|
|
0%
|
Risk free rate
|
|
|
|
|
3.45%
|
|
3.59%
|
Fair value per option
|
|
|
|
|
£0.0224
|
|
£0.0000
|
Total fair value of the
options
|
|
|
|
|
£67,076
|
|
£0
|
|
|
|
|
|
|
|
|
Grant date (continued)
|
|
|
|
|
12 May 23
|
|
13 October
23
|
Share price
|
|
|
|
|
£0.0660
|
|
£0.1100
|
Exercise price
|
|
|
|
|
£0.1000
|
|
£0.1250
|
Term
|
|
|
|
|
immediate
|
|
6
months
|
Expected volatility
|
|
|
|
|
148%
|
|
128%
|
Expected dividend yield
|
|
|
|
|
0%
|
|
0%
|
Risk free rate
|
|
|
|
|
3.59%
|
|
4.56%
|
Fair value per option
|
|
|
|
|
£0.0000
|
|
£0.0035
|
Total fair value of the
options
|
|
|
|
|
£0
|
|
£208,658
|
The total share option reserve
expense in respect of 2023 is £1,540,481 (2022:
1,234,880).
Warrants
During the year, the Company has
granted the below warrants to Novum Securities Limited
("Novum"):
• On 16 March 2023, 2,181,818
warrants were issued exercisable at 5.50p, which were based on 6%
of the total share placing of 36,363,636 shares. The Warrants have
an expiry date of 16 March 2026.
• On 11 May 2023, 1,780,412
warrants were issued exercisable at 5.7p, which were based on 7% of
the total share placing of 25,434,459 shares. The Warrants have an
expiry date of 11 May 2026.
• On 28 June 2023, 1,080,000
warrants were issued exercisable at 10.5p, which were based on 6%
of the total share placing of 18,000,000.
• On 1 August 2023, 2,863,636
warrants were issued exercisable at 11.0p, which were based on 6%
of the total share placing of 47,727,267.
During the year, the Company has
granted the below warrants to Foxie-Davies Capital Limited
("Foxie"):
• On 1
August 2023, 5,454,545 warrants were issued exercisable at 11.0p,
which were based on 11% of the total share placing of
47,727,267.
The total warrant agreements for
the aforesaid 13,360,411 warrants issued during the year ended 31
December 2023 do not contain vesting conditions and therefore the
full share-based payment charge, being the fair value of the
warrants using the Black-Scholes model, has been recorded
immediately.
As at the year ended 31 December
2023, the total number of warrants in issue are:
Party
|
Issue date
|
|
Expiry date
|
|
Number of
warrants
|
|
Exercise price
[£]
|
Novum Securities
Limited
|
12/03/2021
|
|
12/03/2025
|
|
1,020,000
|
|
0.105
|
Novum Securities
Limited
|
18/06/2021
|
|
12/03/2025
|
|
600,000
|
|
0.150
|
Novum Securities
Limited
|
28/03/2022
|
|
01/04/2025
|
|
690,000
|
|
0.090
|
Novum Securities
Limited
|
23/08/2022
|
|
23/08/2025
|
|
1,800,000
|
|
0.055
|
Novum Securities
Limited
|
23/11/2022
|
|
23/11/2025
|
|
1,099,768
|
|
0.080
|
Novum Securities
Limited
|
16/03/2023
|
|
16/03/2026
|
|
2,181,818
|
|
0.055
|
Novum Securities
Limited
|
11/05/2023
|
|
11/05/2026
|
|
1,780,412
|
|
0.057
|
Novum Securities
Limited
|
28/06/2023
|
|
28/06/2026
|
|
1,080,000
|
|
0.105
|
Novum Securities
Limited
|
01/08/2023
|
|
01/08/2026
|
|
2,863,636
|
|
0.110
|
Foxie-Davies Capital
Limited
|
01/08/2023
|
|
01/08/2026
|
|
5,454,545
|
|
0.110
|
The valuation of these warrants
involves making a number of estimates relating to price volatility,
future dividend yields and continuous growth rates.
The Black Scholes model has been
used to fair value the options, the inputs into the model were as
follows:
Grant date
|
|
|
16
March
|
|
11
May
|
|
28
June
|
Share price
|
|
|
£0.0750
|
|
£0.0680
|
|
£0.1100
|
Exercise price
|
|
|
£0.0550
|
|
£0.0570
|
|
£0.1050
|
Term
|
|
|
3
years
|
|
3
years
|
|
3
years
|
Expected volatility
|
|
|
128%
|
|
128%
|
|
128%
|
Expected dividend yield
|
|
|
0%
|
|
0%
|
|
0%
|
Risk free rate
|
|
|
3.44%
|
|
3.66%
|
|
4.93%
|
Fair value per warrants
|
|
|
£0.059
|
|
£0.052
|
|
£0.083
|
Total fair value of the
warrants
|
|
|
£128,727
|
|
£92,581
|
|
£89,640
|
Grant date
|
|
|
|
|
01
August
|
|
01
August
|
Share price
|
|
|
|
|
£0.1300
|
|
£0.1300
|
Exercise price
|
|
|
|
|
£0.1100
|
|
£0.1100
|
Term
|
|
|
|
|
3
years
|
|
5
years
|
Expected volatility
|
|
|
|
|
128%
|
|
128%
|
Expected dividend yield
|
|
|
|
|
0%
|
|
0%
|
Risk free rate
|
|
|
|
|
4.78%
|
|
4.78%
|
Fair value per warrants
|
|
|
|
|
£0.100
|
|
£0.114
|
Total fair value of the
warrants
|
|
|
|
|
£286,364
|
|
£621,818
|
The weighted average exercise
price of the warrants at the year end is £0.09 (2022: £0.08). The
weighted average life of the warrants at the year end is 2.2 years
(2022: 1.4 years).
20. Reserves
Details of the nature and purpose
of each reserve within owners' equity are provided
below:
• Share capital represents the
nominal value each of the shares in issue.
• Share Based Payments Reserve are
included in the Consolidated Statement of Changes in Equity and in
the Consolidated Statement of Financial Position and represent the
accumulated balance of share benefit charges recognised in respect
of share options and warrants granted by the Company, less
transfers to retained losses in respect of options exercised or
lapsed.
• Warrants Issuance Cost Reserve
are included in the Consolidated Statement of Changes in Equity and
in the Consolidated Statement of Financial Position and represent
the accumulated balance of charges recognised in respect of
warrants granted by the Company less transfers to retained losses
in respect of options exercised or lapsed.
• The Retained Deficit Reserve
represents the cumulative net gains and losses recognised in the
Group's statement of comprehensive income.
• The Reconstruction Reserve arose
through the acquisition of Predator Oil & Gas Ventures Limited.
This entity was under common control and therefore merger
accounting was adopted.
21. Related party transactions
Directors and key management
emoluments are disclosed note 7 and 19 and in the Directors'
remuneration report on pages 77 to 83.
In addition to the Directors and
key management emoluments, the Executive Directors had various
transactions that are disclosed in note 15. The Directors
loans were fully paid in 2023 (2022: £512,931). As at 31
December 2023, the following amounts were due by the Company to the
Executive Directors, see below and note 15 (i):
· Lonny
Baumgarnder - £308,813
· Paul
Griffiths - £448,785
During the year, the Company
incurred costs of EUR63,000 (£54,856) (2022: EUR 52,500) relating
to capitalised operations and logistic costs in Morocco, of which
nil (2022: EUR10,500) remains outstanding at the year end. These
costs are payable to Earthware Energy Inc a company owned
by/related to Karima Absa, the wife of Lonny
Baumgardner.
As at year end, the balance owed
to Directors for their services are as follows:
· Paul
Griffiths - £21,068
· Lonny
Baumgardner - £12,661
· Alistair Jury - £2,043
· Carl
Kindinger - £2,833
22. Contingent liabilities and capital
commitments
The Group had at the reporting
date no capital commitments or contingent liabilities.
23. Litigation
As at 31 December 2023, the Group
is not currently involved in any litigation.
24. Events after the reporting
date
12 January 2024
The Company announced that
further to the
announcement of 7 November 2023 in respect of the acquisition of
T-Rex Resources (Trinidad) Limited ("T-Rex"), the Company was
publishing an Independent Technical Report ("ITR") by Scorpion
Geoscience Ltd. for the Cory Moruga block and resource potential of
the Snowcap Discovery.
A preliminary Base Case 15-year
production profile was compared with that for the adjoining former
BP and Shell Moruga West field and uses only the P90 oil resources
(9.13 million barrels of oil recoverable) contained in the ITR. It
assumes 14 new production wells and a peak scoping gross production
rate of 3,500 bopd are assumed.
Project economics indicate at WTI
US$76/barrel spot price the gross undiscounted operating profit
based on the proposed FDP is US$202.12 million. NPV @10% is US$
85.14 million and IRR is 240.9%. Undiscounted net-back is US$19.61
per barrel of oil.
The Company also announced an
update on the rigless testing programme for the Guercif Licence.
Phase 1 rigless testing using conventional perforating guns would
test four zones in MOU- 1 and MOU-3. Phase 2 rigless testing using
Sandjet perforating technology would test multiple zones in MOU-1,
MOU-2 and MOU-3.
26 January 2024
The Company announced
that it had published an
Independent Technical Report ("ITR") by Scorpion Geoscience Ltd.
for the Guercif block and resource potential of the Moulouya
Sub-Area following an evaluation of the 2023 drilling programme
results.
The possible range of 2C and 3C
recoverable resources allowed for a scoping CNG gas profile of 20
mm cf/day to be maintained for 6 years to recover a gross volume of
43.8 BCF based on a minimum of 4 production wells.
Based on this profile the ITR gave,
using a flat industrial gas market price of US$12 per mcf, an
unrisked scoping NPV@10% of US$108 million and an IRR of 138% with
undiscounted positive cash revenues of US$ 207.504 million for the
net Predator economic interest, equivalent to an unrisked and
undiscounted US$6.345 million per BCF of CNG production.
The Company also announced that it
had received since its last operations update a communication from
the GeoScience Regulation Office ("GSRO") at the Department of the
Environment, Climate and Communications informing the Company that
consideration of its application for a successor authorisation to
Licensing Option 16/26 Corrib South is hoped to be concluded during Q1 2024 and that the GSRO would be writing
to the Company shortly in relation to this matter.
26 January 2024
The Company announced
that the commencement of the rigless testing
programmes was expected to occur on or about 29 January
2024.
The testing programme was forecast
to last for up to 14 days.
5 February 2024
The Company announced
that it had signed an extension to the Company's
2022 rig contract for the use of the Star Valley Rig
101.
The extension will facilitate,
subject to regulatory approvals and consent, the drilling of the
MOU-5 well to evaluate the 177km² Jurassic structural
closure.
MOU-5 is expected to be drilled
between 1 April to 31 May 2024.
The Company is fully funded to
drill MOU-5 using currently uncommitted, discretionary, cash on the
Company's balance sheet.
20 February 2024
The Company announced the results
of the Phase 1 rigless testing programme, using conventional but
under-sized perforating guns that were the only option at the time,
which was designed to confirm the extent and minimum depth of
potential formation damage,
The information was critical for
designing the Phase 2 Sandjet programme, including perforating
parameters, and for evaluating additional potential reservoir
intervals interpreted by NuTech but where conventional wireline
logs were potentially impacted by deep invasion of drilling mud
into these intervals.
It was recognised that the
perforating guns were likely to be under-sized but a third-party
analysis indicated a maximum 12" penetration into the reservoir
formation versus their interpreted zone of formation damage for the
TGB-2 Sand in MOU-1 of 8".
All four zones in MOU-1 and MOU-3
to be tested were perforated and operations were completed on 19
February 2024. For all four zones tested
the under-sized 111/16" perforating guns failed to penetrate beyond
the zone of formation damage caused by the necessity to use heavy
drilling muds whilst drilling.
Seven gas samples collected in
isotubes in MOU-3 whilst drilling at measured depths of 446, 508,
555, 750, 817, 846 and 1395 metres Measured Depth were analysed by
Applied Petroleum Technology (UK) Ltd. ("APT") in Oslo. Gas
composition is in the range 98.04 to 99.57% methane, making it
ideal for a Compressed Natural Gas development with minimum
processing. Isotope analysis indicates the gas is biogenic in
origin.
The results of the Phase 1 rigless
testing programme allows the design parameters for the Sandjet
testing programme to be set with a higher degree of confidence in
relation to achieving key objectives as follows:
· to
penetrate sufficiently beyond the formation damage: and
· to
perforate multiple potential reservoir zones recognised by NuTech
but for which conventional wireline logs may be adversely impacted
by invasion of drilling mud.
The Sandjet rigless well testing
programmes for MOU-1, MOU-3 and MOU-4 will be finalised and
thereafter Sandjet will be mobilised to carry out the testing
operations.
The Company also announced that it
would continue to progress planning activities for the drilling of
the MOU-5 well to test a large Jurassic structure updip from
MOU-4.
25.Ultimate controlling party
In the opinion of the Directors
there is no ultimate controlling party as no one individual is
deemed to satisfy this definition.
Corporate information
Directors
Paul Stanard
Griffiths (Executive Director - Chairman)
Lonny Baumgardner (Managing
Director)
Alistair Jury (appointed 12 May
2022)
Carl Kindinger (appointed 24
October 2022)
Company
Secretary
Oak Secretaries
(Jersey) Limited
3rd Floor,
IFC5
Castle Street
St. Helier
Jersey JE2 3BY
Registered Office
3rd Floor,
IFC5
Castle Street
St. Helier
Jersey JE2 3BY
Telephone+44 (0) 1534 834 600
Joint Broker and Placing Agent
Novum Securities Limited
2nd Floor
7-10 Chandos Street
London W1G 9DQ
Joint Broker and Placing Agent
Optiva Securities Limited terminated - 6th July
2023
118 Piccadilly
London
W1J 7NW
Joint Broker and Placing Agent
Oak Securities
90 Jermyn Street
LONDON SW1Y 6JD
Corporate
Advisor
Fox Davies Capital Limited
5 Technology Park
Colindeep Lane
LONDON NW9 6BX
Auditors
PKF Littlejohn LLP
15 Westferry Circus Canary Wharf
London E14
4HD