TIDMWCAT
RNS Number : 1781R
Wildcat Petroleum PLC
25 October 2023
25 October 2023
Wildcat Petroleum Plc
("Wildcat", "WCAT" or the "Company")
Annual Report & Financial Statements (FY 30 June 2023)
Wildcat Petroleum plc (LSE: WCAT), a company targeting
investment opportunities in business and assets within the upstream
sector of the petroleum industry, is pleased to announce the
publication of its audited Annual Report and Accounts for the year
ended 30 June 2023.
Financial and Operational Highlights (FY 30 June 2023)
-- Current assets of GBP153,303 (30 June 2022: GBP179,699)
-- Cash balance of GBP135,765 (30 June 2022: GBP153,701)
-- Net assets of GBP107,975 (30 June 2022: GBP108,002)
-- Loss before taxation of GBP261,997 (30 June 2022: Loss of GBP305,744)
Post Year End
-- Fundraising of GBP450,000 before expenses (GBP 393,750 net) -
via a placing of new shares announced 16 October 2023
Enquiries:
Wildcat Petroleum Plc msingh@wildcatpetroleum.co.uk
Mandhir Singh
Guild Financial Advisory Limited ross.andrews@guildfin.co.uk
Ross Andrews
Please find a full copy of the Annual Report and Financial
Statements below.
STRATEGIC REPORT
FOR THE YEARED 30 JUNE 2023
Directors' strategic report
The Directors present the strategic report for the period from 1
July 2022 to 30 June 2023.
Chairman's Report
The last financial year has been an eventful but also
frustrating one for the Board and the Company' shareholders.
In the period the Company has made a loss of GBP261,997. At the
balance sheet date, the Company had Current assets (including a
cash balance of GBP135,765) totalling GBP153,503, Current
Liabilities of GBP45,528 and Net assets of GBP107,975. As reported
below, since the year end a further GBP393,750 net has been
raised.
During this period, the following positive events have occurred
and been reported upon in relevant RNS (Regulatory News Statements)
to the London Stock Exchange:
In October 2022, the Company signed a Memorandum of
Understanding with the Sudanese Oil Ministry regarding possible
involvement in developing the oil and gas resources in certain
onshore blocks. Although this MOU has now lapsed, both parties
agreed to continue discussions on the subject - with the latest
positive developments reported below.
On the 3 October 2022, the Company announced an investment of
GBP50,000 into the Company by Waterford Finance and Investment -
via the issue of 10 million new shares.
On the 27 of October 2022, the Company raised GBP 225,500 gross
(GBP 211,970 net) by the issue of 18,040,000 new ordinary
shares.
On the 26(th) of June 2023, the Company announced that it had
signed an MOU with a third party regarding possible funding of up
to USD 25 million in future Sudan oil deals (subject to Due
Diligence).
As reported in the interim statement the Company was focused on
signing a Production Sharing Agreement (PSA) with the Sudanese
government over at least one of Block 1,3,4 and 5 by the end of
2023. Unfortunately, this is now very unlikely to happen in 2023,
in a large part as a consequence of the attempted coup in the
country on 15 April 2023 which has meant it has been extremely
difficult to fly into the country and that remains to be the
case.
Since the financial year end (June 30 2023) there have been a
number of key developments, which I'm delighted to say our
encouraging:
-- The Company has been working with the Director General of
OEPA (Oil Exploration & Production Administration) in order to
get Wildcat on the ground pumping oil. On his advice in September
20023 the Company has opened a temporary office in Juba, South
Sudan (to provide safe access to the oil fields in Heglig in the
Republic of Sudan.)
-- The indication from OEPA that they would be prepared to sign
a Service Agreement with the Company with a view to increasing oil
production on the Bamboo oil field (to be renamed 'the Wildcat
Field'). Once the political situation has settled down. The Company
is hopeful it will be able to convert the Service Agreement to a
Production Sharing Agreement; and
-- The successful placing of new shares on 16 October 2023 which
raised GBP 393,750 net of expenses and, together with its current
cash position, provides the Company with sufficient working capital
for at least the next 12 months.
I would like to thank shareholders for their continued
support.
For a further review of the Company's strategic objectives,
please refer to the items below.
Responsibility statement
This statement is being made by the Chairman Mr Mandhir Singh
and to the best of his knowledge:
a. the financial statements, prepared in accordance with the
applicable set of accounting standards, give a true and fair view
of the assets, liabilities, financial position and profit or loss
of the issuer and
b. the management report includes a fair review of the
development and performance of the business and the position of the
issuer, together with a description of the principal risks and
uncertainties that they face.
Principal risks and uncertainties
The prime objective of the Company is to work and invest in the
upstream sector of the petroleum industry - namely exploration,
appraisal, development and production of oil and gas.
The Company's stated objectives were outlined in its IPO
Prospectus - Namely:
The Company's intention is to either take a minority stake or
acquire control of a business, either of which may constitute a
Reverse Takeover under the Listing Rules.
In the event that an Acquisition presents itself which would
require the raising of additional capital, the Directors will raise
additional equity, debt and/ or other financial instruments to
finance such an Acquisition. The Directors will not receive a
bonus/ reward for the successful completion of an Acquisition.
The Company may enter into strategic collaborations with oil
consultancies, oil companies or prominent individuals within the
oil sector, who may be able to assist the Company to source a
suitable asset.
In assessing any potential acquisition, the Board will pay
particular attention to the following factors when making the
acquisition:
-- Businesses which are profitable or potentially profitable
within the period of 1-2 years from acquisition;
-- Assets which don't require a large capital expenditure;
-- Assets with low cost of acquisition and potentially significant up-side.
The Board will seek to draw on its experience in both the
petroleum industry and the financial industry in order to access
suitable targets and fund an Acquisition.
The Directors' objective is to create long term value for
shareholders by building Wildcat, through its targeted investments,
into a successful Company within the upstream sector of the
petroleum industry .
Development and performance
In the period the Company has made a loss of GBP261,997. At the
balance sheet date, the Company had Current assets (including a
cash balance of GBP135,765) totalling GBP153,503, Current
Liabilities of GBP45,528 and Net assets of GBP107,975.
Since the year end the company raised GBP450,000 gross
(GBP393,750 net of expenses) by way of a placing of new ordinary
shares. This was announced to the Market on 16 October 2023 via an
RNS.
Key performance indicators
The Company recognises that the oil and gas business is in a
transitional period to net zero carbon emissions by the middle of
the century; and that an increasing number of traditional oil
companies (e.g BP, Shell, Equinor) are embracing this and have
started to move their activities away from oil and gas to
renewables. However this does not alter the importance of oil and
gas in the energy mix and the need to develop these resources to
meet global demand and enable transition - allowing the developing
countries, in Africa for example, to benefit from the revenues
generated and their need for reliable power.
Now, more than ever oil and gas development must be done in a
responsible way.
With major companies disposing of their oil and gas assets, the
Company sees an opportunity to acquire assets. We can note that
money will still be available for projects which can be done in a
responsible way (e.g associated gas is captured for re-injection or
use rather than flared into the atmosphere).
The Company has summarised the Risks and Uncertainties in its
IPO Prospectus. Namely:
Other performance indicators
The Company is subject to the following key risks and
uncertainties:
Force Majeure
Wildcat's operations, now or in the future, may be adversely
affected by risks outside the control of the Company including war,
terrorism or threats of terrorism, civil disorder, subversive
activities or sabotage, fires, floods, explosions, or other
catastrophes, epidemics or quarantine restrictions. Such
high-probability, high-impact events, especially in less
well-developed parts of the world where undiscovered commercial oil
reserves remain, could have a material, negative effect on the
market price of Wildcat's Shares.
Wildcat will be Investing into Upstream Petroleum Activities
Wildcat will invest into upstream petroleum activities such as
exploration, appraisal, development and production of oil and gas.
This part of the petroleum industry is much more risky than
downstream petroleum activities such as the transport, refining or
marketing of petroleum products. The upstream petroleum sector is
closely tied to the performance of the global economy. As a result,
the identified sector may be affected by changes in general
economic activity and specifically the price of oil and gas. The
Company's revenue, profitability and future rate of growth will
depend substantially on the prevailing price of oil and gas, which
can be volatile. Changes in the price of these commodities will
directly affect the Company's revenue and net income. The price of
oil and gas is subject to fluctuations and volatility in response
to a variety of factors beyond the Company's control, including,
but not limited to changes in the global supply and demand of oil
and gas, changes in global and regional economic conditions and
exchange rate fluctuations, political, economic and military
developments in the commodity producing region, prevailing weather
conditions, geo-political uncertainties, petroleum regulations,
Government regulations, in particular, export restrictions and
taxes, the ability of suppliers and third party contractors to
perform in a timely basis under their agreements and potential
influence on commodity prices due to the large volume of derivate
transactions on the commodity exchanges and over-the-counter
markets. Therefore, any deterioration of the global economy or the
price of oil and gas could have an adverse effect on the Company's
business, prospects, financial condition and results of
operations.
Other information and explanations
Exploration and Development Risks
Petroleum exploration and development can be highly speculative
in nature and involve a high degree of risk. The economics of
developing petroleum assets are affected by many factors including
the cost of operations, variation in the quality of the commodity,
fluctuation in the price of oil/ gas, fluctuation in exchange
rates, and costs of development infrastructure and processing
equipment. Also factors such as government regulations, including
regulations relating to royalties, allowable production, export
restrictions and environmental protection can significantly affect
the Company's performance. There is also the risk that oil and gas
are not successfully discovered after incurring significant costs
to do so, resulting in a write off of the investment. As a result
of these uncertainties, there can be no guarantee that any of the
Company's investments will result in profitable commercial
operations.
Activities in the Upstream Petroleum sector can be Dangerous and
may be subject to Interruption
The Company's operations may be subject to significant hazards
and risks inherent to the upstream petroleum sector and countries
in which it intends to operate. These hazards and risks include but
are not limited to explosions and fires, natural disasters,
equipment breakdowns and other mechanical or system failures,
disruption of production operations, improper installations or
operation of equipment, transport, delivery and equipment supply
disruption, acts of political unrest, war and terrorism and local
community opposition and activities.
Wildcat's Operations will be subject to all Risks incidental to
the Development and Production of Petroleum Assets
The Company's future operations will be subject to all of the
risks normally incidental to the development and production of
petroleum assets. These include encountering unexpected geological
formations, equipment failure, accidents, adverse weather
conditions, diseases impacting the health of personnel, pollution
and other environmental risks.
If any of these events occur, they could result in environmental
damage, injury to persons/ loss of life and failure to produce
commodities in commercial quantities. They could also result in
significant delays to operations, partial or total shutdown of
operations, significant damage to equipment and personal injury or
wrongful death claims being brought against the Company.
Limitations on the Board's Experience
The Company believes that the growth of the Company's future
operations will be largely attributable to the efforts of the
members of the Board, who have played and continue to play a
critical role in the business. The Company will therefore rely
heavily on the combined experience of the Board, both in the oil
and gas sector and in the financial sector, to identify potential
acquisition opportunities and to execute the Acquisition. The Board
is confident that this combined experience will allow them to carry
out their investment objectives as detailed in this document.
However, there are limitations on the Directors' experience and
know-how in relation to the oil and gas sector, specific assets
they may be looking at and in their knowledge of the countries or
regions in which potential target assets may be located such as
Africa. This may impact the Company's ability to successfully
identify and make the Acquisition and identify suitable acquisition
opportunities and therefore this may have a material adverse impact
on the financial and commercial performance of the Company.
Future Coronavirus Outbreak
Wildcat's operations and/ or its financial condition, may be
adversely affected by a future COVID-19 type pandemic which would
have a noticeable impact on global economic growth and cause
disruption to financial markets and business activity in the UK and
globally.
Risk summary:
The risks are expanded upon and further risks are discussed on
pages 11 to 26 of the IPO Prospectus which can be found in the
Information section of Wildcat's website:
www.wildcatpetroleum.co.uk. The ones which the company consider
still relevant are:
Summary of Risk categories:
1. Force Majeure
2. Wildcat will be Investing into Upstream Petroleum Activities
3. Exploration and Development Risks
4. Estimates of Petroleum Reserves and Resources
5. Activities in the Upstream Petroleum sector can be Dangerous
and may be subject to Interruption
6. Wildcat's Operations will be subject to all Risks incidental
to the Development and Production of Petroleum Assets
7. Wildcat may be unable to obtain or renew required drilling
rights or exploration and extraction rights and concessions,
licences, permits and other authorisations
8. Exploration development and production activities are capital
intensive and inherently uncertain in their outcome. As a result,
Wildcat may not generate a return on its investments or recover its
costs and it may not be able to generate cash flows or secure
adequate financing for its future objectives
9. Exploration development and production activities are
inherently subject to a number of potential drilling and production
risks and hazards which may affect the ability of Wildcat, if it
acquires or establishes any oil and gas activities to produce oil
and gas at expected levels, increase operating costs and/ or expose
the Company and/ or its Directors to legal liability
10. Limitations on the Board's Experience
11. Reliance on Key Personnel
12. Reliance on Third Party Contractors
13. Possible use of Blockchain Technology
14. Existing and proposed legislation and regulation affecting
greenhouse gas emissions may adversely affect Wildcat's
operations
15. Political, legal and commercial instability in the countries
in which the oil and gas sector may operate could affect the
viability of Wildcat's operations
16. Failure to Manage Relationships with Local Communities,
Government and Non-Government Organisations could adversely affect
future growth potential of Wildcat
17. Unfavourable economic conditions would adversely impact
Wildcat's results and/ or financial condition.
18. Wildcat may be subject to foreign investment and exchange
risks
19. There is no assurance that Wildcat will identify suitable
acquisition opportunities in a timely manner or at all which could
result in a loss on your investment
20. Wildcat may be unable to complete the Acquisition or to fund
the operations of the target business if it does not obtain
additional funding
21. Dividend payments on the Shares are not guaranteed
22. Wildcat may face significant competition for acquisition
opportunities
23. The Company's Directors may appear to be, or may be become,
conflicted.
24. Investors may not be able to realise returns on their
investment in Wildcat's Shares within a period they would consider
to be reasonable
25. Dilution could impair the value of Wildcat's share
capital
26. There is no guarantee that Wildcat will maintain its listing
on the London Stock Exchange
27. Costs of compliance with corporate governance and accounting
requirements
28. A Standard Listing affords less regulatory protection than a
Premium Listing
29. There can be no assurance that Wildcat will be able to make
returns to shareholders in a tax-efficient manner
Changes in tax law may reduce any net returns for Wildcat's
shareholders
To the above, we can add:
31. Russia, Ukraine and the threat to energy security and
economic stability in the world.
The geopolitical situation in Eastern Europe intensified on
February 24, 2022, with Russia's invasion of Ukraine. The war
between the two countries continues to evolve as military activity
proceeds and additional sanctions are imposed. In addition to the
human toll and impact of the events on entities that have
operations in Russia, Ukraine, or neighbouring countries (e.g.,
Belarus) or that conduct business with their counterparties, the
war is increasingly affecting economic and global financial markets
and exacerbating ongoing economic challenges, including issues such
as rising inflation and global supply-chain disruption. Whilst the
Company does not have any operations in Russia or Ukraine, it needs
to consider the broader impact on these macroeconomic conditions,
and the war's effect on certain accounting and financial reporting
matters. The degree to which entities are or will be affected by
them largely depends on the nature and duration of uncertain and
unpredictable events, such as further military action, additional
sanctions, and reactions to ongoing developments by global
financial markets.
32. Instability in the Middle East
The recent events in Palestine and Israel, while not directly
affecting the Company's planned activities in Sudan could spread to
further countries in the Middle East and also create general
instability in the region.
Description of the company's strategy and business model
The strategy is as outlined in the Fair Review of Company
Business - above.
Analysis of directors, key employees and employees by sex
No. Male Female
Directors 2 2 0
Key employees 0 0 0
Employees 0 0 0
Key performance indicators
Bank and cash controls:
Bank reconciliations are prepared at least monthly and reviewed
by the Chairman.
All major items of expenditure are agreed by the Directors in
advance.
There are no other key performance indicators for this period as
the Company has not completed its investment activity.
Principal risks and uncertainties
In addition to the risks detailed above, we need (as part of the
mandatory requirements of the Strategic Review) to address the
following:
i. Business strategy
The Company incorporated on 8 January 2020 with only a brief
operating history, and therefore, investors have no basis on which
to evaluate the Company's ability to achieve its objective of
identifying, acquiring and operating one or more companies or
businesses.
ii. Liquidity Risk
The Directors have reviewed the working capital requirements and
believe that, with the share placement on 16 October 2023 (raising
GBP 393,750 net), there is sufficient working capital to fund the
running cost of the business and that they will be able to raise
equity to fund projects.
iii. Risks of not finding suitable investment and Risk of non-performance of Investment
Wildcat may be unable to obtain or renew required drilling
rights or exploration and extraction rights and concessions,
licences, permits and other authorisations
The Company or an acquired company or business may conduct its
operations pursuant to drilling rights and concessions, licences,
permits and other authorisations. Any delay in obtaining or
renewing a licence, permit or other authorisation may result in a
delay in investment or development of a resource and may have a
material adverse effect on the acquired business' results of
operations, cash flows and financial condition. In addition, any
existing drilling rights and concessions, licences, permits and
other authorisations may be suspended, terminated or revoked if the
Company or acquired company or business fails to comply with the
relevant requirements. In such cases, government regulators may
impose fines or suspend or terminate the right, concession,
licence, permit and other authorisation, any of which could have a
material adverse effect on the Company's results of operations,
cash flows and financial condition.
Exploration development and production activities are capital
intensive and inherently uncertain in their outcome. As a result,
Wildcat may not generate a return on its investments or recover its
costs and it may not be able to generate cash flows or secure
adequate financing for its future objectives:
Exploration, development, and production activities are capital
intensive and inherently uncertain in their outcome. The Company's
future projects may involve unprofitable efforts, either from dry
wells or from wells that are productive but do not produce
sufficient net revenues to return a profit after development,
operating and other costs. Furthermore, completion of a well does
not guarantee a profit on the investment or recovery of the costs
associated with that well. In addition, drilling hazards or
environmental damage could significantly affect operating costs,
and production from successful wells may be adversely affected by
conditions including delays in obtaining governmental approvals or
consents, shut-ins of connected wells resulting from extreme
weather conditions, insufficient storage or transportation capacity
or adverse geological conditions. Production delays and declines,
whether or not as a result of the foregoing conditions, may result
in lower revenue or cash flows from operating activities until such
time, if at all, that the delay or decline is cured or
arrested.
Wildcat may be unable to complete the Acquisition or to fund the
operations of the target business if it does not obtain additional
funding:
Although Wildcat has not yet identified a prospective target
company or business and cannot currently predict the amount of
additional capital that may be required, to complete an Acquisition
or once an Acquisition has been made, if the target is not
sufficiently cost generative, further funds may need to be raised.
If, in order to make an acquisition or following the Acquisition,
the Company's cash reserves are insufficient, the Company will
likely be required to seek additional equity or debt financing. The
Company may not receive sufficient support from its existing
Shareholders to raise additional equity, and new equity investors
may be unwilling to invest on terms that are favourable to the
Company, or at all. Lenders may be unwilling to extend debt
financing to the Company on attractive terms, or at all. To the
extent that additional equity or debt financing is necessary to
complete the Acquisition and remains unavailable or only available
on terms that are unacceptable to the Company, the Company may be
compelled either to restructure or abandon the Acquisition, or
proceed with the Acquisition on less favourable terms, which may
reduce the Company's return on the investment. Even if additional
financing is unnecessary to complete the Acquisition, the Company
may subsequently require equity or debt financing to implement
operational improvements in the acquired business. The failure to
secure additional financing or to secure such additional financing
on terms acceptable to the Company could have a material adverse
effect on the continued development or growth of the acquired
business.
Environmental Responsibility
The Company and its management believe that any matters related
to environmental responsibility are not currently applicable as
there are no trading activities. Nevertheless, the Company and its
management acknowledge the importance of environmental
responsibility, the need to reduce carbon emissions and compliance
with local regulatory environmental requirements in the event where
future trading and operational activities occur.
Social, community and human rights responsibility
The Company and its management recognise and acknowledge the
responsibility under English law to promote success of the Company
for the benefits of its stakeholders. The Company and its
management also acknowledge and recognise the responsibility
towards partners, suppliers, contractors, investors, lenders and
local community in which future operational activities will take
place. The Company has two employees, being the Directors, both
male.
Anti-corruption and anti-bribery policy
The Company is aware of the UK Bribery Act 2010 and any related
guidelines and regulations. The Company and its management have
conducted a review into its operational procedures to consider the
impact of the Bribery Act 2010 and the Board has adopted
anti-corruption and anti-bribery policy.
Acts of God and contagious diseases
Acts of God such as seismic activity, flooding, inclement
weather and natural disasters more generally, together with
outbreaks of highly contagious diseases, are beyond the control of
the Company and may adversely affect the economy, infrastructure
and livelihood of people in the countries in which the Company is
operating or proposing to operate. The Company's business and
profitability may be adversely affected should such acts of God
and/ or outbreaks occur and/ or continue.
Current Situation in the Republic of Sudan
The Company's activities and plans in the Republic of Sudan are
covered in the Chairman's Statement. Regarding the current
situation and the attempted coup, which began on April 15(th) 2023,
the Company notes that none of the oil fields or the oil
infrastructure has been affected; and that the amount of oil
passing through the pipeline from South Sudan has doubled since the
conflict. The conflict however is of concern and we look forward it
its resolution.
Going Concern
The financial statements have been prepared on the going concern
basis, which assumes the Company will continue to be able to meet
its liabilities as they fall due for the foreseeable future.
In the period the Company has made a loss of GBP261,997. At the
balance sheet date, the Company had Current assets (including a
cash balance of GBP135,765) totalling GBP153,503, Current
Liabilities of GBP45,528 and Net assets of GBP107,975.
Based on the forecasted expenditure for the period to 31
December 2024, the Directors are of the opinion that, following the
share placing which was completed in October 2023, the Company will
have sufficient cash for the foreseeable future.
The Directors are therefore of the opinion that the Company will
have adequate financial resources to enable it to continue in
operation for the foreseeable future. For this reason, it continues
to adopt the going concern basis in preparing the financial
statements.
Funding and expected expenditure for the foreseeable future.
The Company raised GBP 450,000 (GBP393,750 net after expenses)
in October 2023 in order to provide working capital for its
activities.
In the event that an Acquisition presents itself which would
most likely require the raising of additional capital, the
Directors will raise additional equity, debt and/ or other
financial instruments to finance such an Acquisition.
The further costs and expenses of any acquisition will likely
comprise legal, financial and tax due diligence in relation to any
target company; however, the Company would only reach this stage
after the Directors have carried out an initial commercial review
of the target and the Company has entered into a non-disclosure
agreement and/ or heads of terms.
In addition to any share consideration used by the Company in
relation to any acquisition, the Company may raise additional
capital in connection with the consummation of that acquisition
(dependent upon the size of such acquisition and the ability of the
Company to satisfy the consideration in shares). Such capital may
be raised through share issues (such as rights issues, open offers
or private placings) or borrowings. The Company may also make an
acquisition or fund part of any acquisition through share-for-share
exchanges.
Although the Company envisages that any capital raised will be
from new equity, the Company may also choose to finance all or a
portion of an acquisition with debt financing. Any debt financing
used by the Company is expected to take the form of bank financing,
although no financing arrangements are currently in place, from
soundings in the market, the Company believes that funds can be
made available. The Company envisages that debt financing may be
necessary if, for example, a target company has been identified but
would require a certain amount of cash consideration in addition
to, or instead of, share consideration.
Debt financing (if required) for an acquisition will be assessed
with reference to the projected cash flow of the target company or
business/ assets and may be incurred at the Company level. Any
costs associated with the debt financing will be paid with the
proceeds of such financing. If debt financing is utilised, there
will be additional servicing costs. Furthermore, while the terms of
any such financing cannot be predicted, such terms may subject the
Company to financial and operating covenants or other restrictions,
including restrictions that might limit the Company's ability to
make distributions to Shareholders.
Following an acquisition, the Company's future liquidity will
depend in the medium to longer term primarily on: (i) the
profitability of the company or business/ assets it acquires; (ii)
the Company's management of available cash; (iii) cash
distributions on sale of existing assets; (iv) the use of
borrowings, if any, to fund short-term liquidity needs; and (v)
dividends or distributions from any future subsidiary
companies.
Section 172 Statement
The Directors acknowledge their duty under s.172 of the
Companies Act 2006 and consider that they have, both individually
and together, acted in the way that, in good faith, would be most
likely to promote the success of the Company for the benefit of its
members as a whole. In doing so, they have had regard (amongst
other matters noted above) to:
-- the likely consequences of any decision in the long term: The
Company's long-term strategic objectives, including progress made
during the year and principal risks to these objectives, are shown
on above.
-- the interests of the Company's employees: Our employees are
fundamental to us achieving our long-term strategic objectives.
-- the need to foster the Company's business relationships with suppliers, customer and others A consideration of our relationship with wider stakeholders and their impact on our long-term strategic objectives is also disclosed above.
-- the impact of the Company's operations on the community and
the environment The Company operates honestly and transparently. We
consider the impact on the environment on our day-to-day operations
and how we can minimise this.
-- the desirability of the Company maintaining a reputation for
high standards of business conduct. Our intention is to behave in a
responsible manner, operating within the high standard of business
conduct and good corporate governance.
-- the need to act fairly as between members of the Company: Our
intention is to behave responsibly towards our shareholders and
treat them fairly and equally, so that they too may benefit from
the successful delivery of our strategic objectives.
The Strategic Report forms part of the Company's annual accounts
and reports. The full set of accounts can be found at the
registered office as stated in the Company information or in the
London Stock Exchange website.
The Auditor's Report on the annual accounts is unqualified and
states that the Strategic Report and Director's Report are
consistent with the financial statements. This report can be found
in pages 18-22.
.............................
Mr M Singh
Director
Date: 24/10/2023
DIRECTORS' REPORT
FOR THE YEARED 30 JUNE 2023
The Directors present their annual report and financial
statements for the period from 1 July 2022 to 30 June 2023.
The corporate governance statement set out on page 14 forms part
of this report.
Principal activities
The principal activity of the Company is in the upstream sector
of the petroleum industry - namely exploration, appraisal,
development and production of oil and gas.
The Company did not have a qualifying indemnity insurance for
Directors.
Results and Dividends
The trading results for the period and the Company's financial
position at the end of the period are shown in the attached
financial statements.
The Directors have not recommended a dividend.
Strategic Report
In accordance with section 414C (11) of the Companies Act 2006
the Company has included the review of the business, the future
outlook and the risks and uncertainties faced by the Company in the
Strategic Report.
Directors
The Directors who held office during the year and up to the date
of signature of the financial statements were as follows:
Mr G Roberts
Mr M Singh
Directors' remuneration
The total remuneration of the Directors for the year was as
follows:
Fees/ Salary
GBP
Mr M Singh 20,000
M G Roberts 20,267
Directors' interests
The Directors' interests in the shares of the Company were as
stated below:
All share amounts are to 000
Mr M Singh 1,679,925 69.19%
M G Roberts 23,700 0.98%
The Company's capital consists of ordinary shares which rank
pari passu in all respects which are traded on the Standard segment
of the Main Market of the London Stock Exchange. There are no
restrictions on the transfer of securities in the Company or
restrictions on voting rights and none of the Company's shares are
owned or controlled by employee share schemes. There are no
arrangements in place between shareholders that are known to the
Company that may restrict voting rights, restrict the transfer of
securities, result in the appointment or replacement of Directors
amend the Company's Articles of Association or restrict the powers
of the Company's Directors, including in relation to the issuing or
buying back by the Company of its shares or any significant
agreements to which the Company is a party that take effect after
or terminate upon, a change of control of the Company following a
takeover bid or the like.
Substantial shareholdings
At the date of signing these financial statements, the only
shareholder with an interest over 3% was Mr M Singh with 69.19%. Mr
M Singh is also a Director and Chairman of the Company.
Greenhouse Gas (GHG) Carbon emissions
The Company is currently non-trading with no operating premises
or employees other than its Directors, and therefore has minimal
carbon emissions. Total emissions are expected to be lower than
40,000 Kwh. Accordingly, it is not considered necessary to obtain
emissions, energy consumption or energy efficiency data and produce
an Energy and Carbon Report under SI 2018/ 1155.
Financial risk and management of capital
The major balances and financial risks to which the Company is
exposed to and the controls in place to minimize those risks are
disclosed in Note 20.
The Board considers and reviews these risks on a strategic and
day-to-day basis in order to minimize any potential exposure.
Financial instruments
The Company has not entered into any financial instruments to
hedge against interest rate or exchange rate risk.
Requirements of the Listing Rules
Listing Rule 9.8.4 requires the Company to include certain
information in a single identifiable section of the Annual Report
or a cross reference table indicating where the information is set
out. The Directors confirm that there are no disclosures required
in relation to Listing Rule 9.8.4
Auditors
Shipleys LLP were appointed as auditor to the company and in
accordance with section 485 of the Companies Act 2006, a resolution
proposing that they be re-appointed will be put at a General
Meeting.
Events after the reporting period
On October 16(th) 2023 the Company reported the raising of GBP
450,000 (GBP393,750 net after expenses) by the placing of
375,000,000 new ordinary shares at 0.12 pence/share, with admission
of the shares expected on October 30 2023, this will bring the
total number of Wildcat shares to 2,803,040,000.
Statement of director's responsibilities
The Directors are responsible for preparing the annual report
and the financial statements in accordance with applicable law and
regulations.
Company law requires the Directors to prepare financial
statements for each financial year. Under that law the Directors
have elected to prepare the financial statements in accordance with
UK adopted International Accounting Standards (IFRSs). Under
company law the Directors must not approve the financial statements
unless they are satisfied that they give a true and fair view of
the state of affairs of the Company and of the profit or loss of
the Company for that period. In preparing these financial
statements, International Accounting Standard 1 requires that
Directors:
-- properly select and apply accounting policies;
-- present information, including accounting policies, in a
manner that provides relevant, reliable, comparable and
understandable information;
-- provide additional disclosures when compliance with the
specific requirements in IFRSs are insufficient to enable users to
understand the impact of particular transactions, other events and
conditions on the entity's financial position and financial
performance; and
-- make an assessment of the Company's ability to continue as a going concern.
The Directors are responsible for keeping adequate accounting
records that are sufficient to show and explain the Company's
transactions and disclose with reasonable accuracy at any time the
financial position of the Company and enable them to ensure that
the financial statements comply with the Companies Act 2006. They
are also responsible for safeguarding the assets of the Company and
hence for taking reasonable steps for the prevention and detection
of fraud and other irregularities.
Statement of disclosure to auditor
Each Director in office at the date of approval of this annual
report confirms that:
-- so far as the Director is aware, there is no relevant audit
information of which the Company's auditor is unaware, and
-- the Director has taken all the steps that he / she ought to
have taken as a Director in order to make himself / herself aware
of any relevant audit information and to establish that the
Company's auditor is aware of that information.
This confirmation is given and should be interpreted in
accordance with the provisions of section 418 of the Companies Act
2006.
Annual General Meeting
Notice of the forthcoming Annual General Meeting of the Company
together with resolutions relating to the Company's ordinary
business will be given the members separately.
On behalf of the board
Mr M Singh
Director
Date: 24/10/23..................
Corporate governance policy
The policy of the Board is to manage the affairs of the Company
with reference to the UK Corporate Governance Code, which is
publicly available from the Financial Reporting Council.
Application of principles of good governance by the board of
directors
The Board currently comprises the two Directors . The Company
plans to appoint non-executive directors in the future as the
Company develops. There are board meetings several times a year and
other meetings are held as required to direct the overall Company
strategy and operations with the aim of delivering long term
shareholder value. The value to shareholders is to be derived from
the completion of a reverse takeover and subsequent profitability.
Board meetings cover key areas of the Company's affairs including
overall strategy, acquisition policy, approval of budgets, major
capital expenditure and significant transactions and financing
issues. The Board is also responsible for the effectiveness of the
Company's risk management and internal control systems. The Board
believes these are working effectively, but recognises the ongoing
need for identification, evaluation and management if significant
risks.
Outside of the scheduled meetings, the Directors maintain
frequent contact with each other to discuss any issues of concern
they may have relating to the Company or their areas of
responsibility, and to keep them fully briefed on the Company's
operations.
The Company does not have a Nomination Committee at present. The
appointment of new Directors is made by the Board as a whole. This
is considered reasonable for a Company of this size. The
requirement for a Nomination Committee will be considered on an
ongoing basis.
Audit
Shipleys LLP were appointed as auditor to the company and in
accordance with section 485 of the Companies Act 2006, a resolution
proposing that they be re-appointed will be put at a General
Meeting.
There is currently no internal audit function within the
Company. The Directors consider that this is appropriate of a
Company of this size.
The Company does not have a Audit Committee at present. The
appointment of the auditor is made by the Board as a whole. This is
considered reasonable for a Company of this size. The requirement
for a Audit Committee will be considered on an ongoing basis.
Diversity
The Company has not adopted a formal policy on diversity;
however, it is committed to a culture of equal opportunities for
all, regardless of age, race or gender. The Board is currently made
up of two male Directors, and there are no other employees in the
Company.
Climate risk management
The Board oversees and has ultimate responsibility for the
Company's sustainability initiatives, disclosures, and reporting.
This includes, but is not limited to, climate risks and
opportunities. As a shell company, the Company is exempt from
providing the disclosures required by the Taskforce on
Climate-related Financial Disclosures ("TCFD"). However, this
section provides an overview of the Company's approach to managing
the very limited climate risks it currently faces.
The executive management team have day-to-day responsibility for
assessing and managing climate-related risks and opportunities. We
are committed to minimising the Company's impact on the
environment. As it is presently constituted, the Company's
environmental impact is minimal and climate-related risks and
opportunities are extremely limited until it acquires another
business. At present, the Company has no operating investments, and
its only employees are the directors. These employees perform
largely information-based roles, and they all work from home as the
Company no longer maintains business premises in the UK.
The only environmental impact currently is from business travel,
which has been extremely limited in the past two years and is
expected to continue to be lower than previously as a result of the
post-pandemic shift towards virtual tools and the civil unrest in
the Middle East. The Company's overall environmental impact is
therefore minimal.
The Company's approach is therefore to seek to maintain lean
working arrangements, use technology to minimise business travel
and encourage employees to recycle, minimise energy wastage, and do
their part to ensure that the Company acts responsibly. If the
Company continues to operate as it is presently constituted it is
therefore difficult to identify any climate related risks in the
short, medium or long term that could significantly impact the
business. For this reason, the Company does not presently feel it
is appropriate or necessary to apply metrics or targets to assess
climate related risks beyond the Greenhouse gas reporting presented
on page 12.
Clearly, the Company does not intend to continue operating in
its present form indefinitely, we intend to make acquisitions that
will profoundly change the scale and climate-related risk profile
of the business and the process for identifying and managing them.
It is not possible to reach any sensible conclusions today about
which risks the Company may be exposed to in the future without
knowing what businesses it will acquire.
While it is not possible to know today what climate related
risks it will inherent, the Company is conscious that such risks
and opportunities will exist in any potential acquisition and
considers that the most important objective is to ensure these are
properly understood in the due diligence phase of any transaction
so appropriate decisions can be taken on risk mitigation tools. The
Company's Board have concluded that the most appropriate way to
address this is to ensure that climate-related risk are
specifically scoped in when undertaking due diligence on
acquisition targets.
Shareholder relations
The Board acts on behalf of its shareholders to deliver long
term value. To accomplish this, the Board keeps several channels of
communication open to communicate with shareholders. Regular
updates to record news in relation to the Company and the status of
its activities released on the London Stock Exchange website.
At AGMs individual shareholders will be given the opportunity to
put questions to the Chairman and to other members of the Board
that may be present. Notice of the AGM is sent to shareholders at
least 21 clear days before the meeting.
Board meetings
There were 11 Board of Directors meetings in the period, all of
which were attended fully by the Directors.
DIRECTORS' REMUNERATION REPORT
FOR THE YEARED 30 JUNE 2023
Introduction
The information included in this report is not subject to audit
other than where specifically indicated.
Remuneration Committee
The Company is aware of its obligations under the UK Corporate
Governance Code. As it has announced previously, it will set up a
Remuneration Committee once it has commenced its trading activities
and the Committee's function will be to review the performance of
executive Directors and senior employees and set their remuneration
and other terms of employment.
The Company has two executive Directors and no senior
employees.
The Remuneration Policy
Each of the Directors shall be paid a fee at such rate as may
from time to time be determined by the Board. Any Director who is
appointed to any executive office shall be entitled to receive such
remuneration (whether by way of salary, commission, participation
in profits or otherwise) as the Board or any committee authorised
by the Board may decide, either in addition to or in lieu of his
remuneration as a Director. In addition, any Director who performs
services which in the opinion of the Board or any committee
authorised by the Board go beyond the ordinary duties of a
Director, may be paid such extra remuneration as the Board or any
committee authorised by the Board may determine.
Recruitment Policy
Base salary levels will take into account market data for the
relevant role, internal relativities, their individual experience
and their current base salary. Where an individual is recruited at
below market norms, they may be re-aligned over time, subject to
performance in the role. Benefits will generally be in accordance
with the approved policy. For external and internal appointments,
the Board may agree that the Company will meet certain relocation
and/ or incidental expenses as appropriate.
Service agreements and terms of appointment
The Directors have service contracts with the Company. These
contracts are not fixed term and may be terminated by either the
Company or the Director by giving a 3 months' notice.
Directors' interests
The Directors' interests in the share capital of the Company are
set out in the Directors' report.
Directors' emoluments (audited)
Remuneration paid to the Directors' during the year ended 30
June 2023 was:
Director Base Salary Fees Pension Total
------------- ----------- ---------- ------------- -------
(Excluding contribution
VAT)
------------- ----------- ---------- ------------- -------
GBP'000 GBP'000 GBP'000 GBP'000
------------- ----------- ---------- ------------- -------
Mr M Singh 2 0 0 0 2 0
------------- ----------- ---------- ------------- -------
Mr G Roberts 20.3 0 0 20.3
------------- ----------- ---------- ------------- -------
Total 40.3 0 0 40.3
------------- ----------- ---------- ------------- -------
Salaries were paid for the period 1 July 2022 to 30 June
2023.
No pension contributions were made by the Company on behalf of
its Directors, and no excess retirement benefits have been paid out
to current or past Directors.
Payment for loss of Office
If a contract is to be terminated, the Company will determine
such mitigation as it considers fair and reasonable in each case.
The Company reserves the right to make additional payments where
such payments are made in good faith in discharge of an existing
legal obligation (or by way of damages for breach of such an
obligation); or by way of settlement or compromise of any claim
arising in connection with the termination of an Executive
Director's office or employment.
Percentage change tables
The Directors have considered the requirement for the percentage
change tables comparing the Chairman's percentage change of
remuneration to that of the average employee to not provide any
meaningful information to the shareholders. This is due to the
Company not having any employees in this or the prior period with
the exception of the Directors. The Directors will review the
inclusion of this table for future reports.
Company performance graph
The Directors have considered the requirement for a UK 10-year
performance graph comparing the Company's Total Shareholder Return
with that of a comparable indicator. The Directors do not currently
consider that including the graph will be meaningful because the
Company has only been listed since 30 December 2020, is not paying
dividends, is currently in a start-up mode and whose focus is to
seek an acquisition. In addition, and as mentioned above, the
remuneration of Directors is not currently linked to performance
and we therefore do not consider the inclusion of this graph to be
useful to shareholders at the current time. The Directors will
review the inclusion of this table for future reports.
Other matters
There are no other reportable matters to disclose.
Shareholder Interaction
At the next annual general meeting the Company will present a
resolution placing these accounts together with the Director's and
Auditor's Reports to the members. The Board considers shareholder
feedback received and guidance from shareholder bodies. This
feedback, plus any additional feedback received from time to time,
is considered as part of the Company's annual policy on
remuneration.
This report was approved by the board on 24/10/23
On Behalf of the Board
Mr M Singh
Director
INDEPENT AUDITOR'S REPORT
TO THE MEMBERS OF WILDCAT PETROLEUM PLC
Opinion
We have audited the financial statements of Wildcat Petroleum
Plc (the 'Company') for the period ended 30 June 2023 which
comprise the statement of comprehensive income, the statements of
financial position, the statements of cash flows, the statements of
changes in equity and notes to the financial statements, including
a summary of significant accounting policies.
The financial reporting framework that has been applied in the
preparation is applicable law and UK adopted international
accounting standards (IFRSs).
In our opinion the financial statements:
-- give a true and fair view of the state of the Company's
affairs as at 30 June 2023 and of the loss for the period then
ended;
-- have been properly prepared in accordance with UK adopted
international accounting standards; and
-- have been prepared in accordance with the requirements of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International
Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our
responsibilities under those standards are further described in the
Auditor's responsibilities for the audit of the financial
statements section of our report. We are independent of the Company
in accordance with the ethical requirements that are relevant to
our audit of the financial statements in the UK, including the
FRC's Ethical Standard as applied to listed entities, and we have
fulfilled our other ethical responsibilities in accordance with
these requirements.
We believe that the audit evidence we have obtained is
sufficient and appropriate to provide a basis for our opinion.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the
Directors' use of the going concern basis of accounting in the
preparation of the financial statements is appropriate. Our
evaluation of the Directors' assessment of the entity's ability to
continue to adopt the going concern basis of accounting included,
as part of our risk assessment, review of the nature of the
business of the group, its business model and related risks
including Ukraine/ Russian conflict, the requirements of the
applicable financial reporting framework and the system of internal
control. We evaluated the Directors' assessment of the Company's
ability to continue as a going concern, including challenging the
underlying data and key assumptions used to make the assessment,
and evaluated the Directors' plans for future actions in relation
to their going concern assessment.
Based on the work we have performed, we have not identified any
material uncertainties relating to events or conditions that,
individually or collectively, may cast significant doubt on the
Company's ability to continue as a going concern for a period of at
least twelve months from when the financial statements are
authorised for issue.
Our responsibilities and the responsibilities of the Directors
with respect to going concern are described in the relevant
sections of this report.
Key audit matters
Key audit matters are those matters that, in our professional
judgment, were of most significance in our audit of the financial
statements of the current period and include the most significant
assessed risks of material misstatement (whether or not due to
fraud) we identified, including those which had the greatest effect
on: the overall audit strategy, the allocation of resources in the
audit and directing the efforts of the engagement team. These
matters were addressed in the context of our audit of the financial
statements as a whole, and in forming our opinion thereon, and we
do not provide a separate opinion on these matters.
In addition to the matter identified in the material uncertainty
related to going concern section above we determined that the
following were key audit matters.
Key audit matter How the scope of our audit addressed
the key audit matter
Management override of controls We have reviewed journal adjustments
There is a presumed risk that and the rationale behind them and
management is able to override have considered whether these have
controls. been subject to potential management
Incorrect accounting and disclosure bias.
of share based payments. Key observations
There is a risk that share From our procedures conducted,
options/ warrants have not no adverse issues were identified
been valued in line with the with regards to management override
provisions of the UK adopted of controls.
International Financial Reporting We have reviewed the calculations
Standards and the disclosures within the
financial statements in relation
to share based payments.
Key observations
From our audit procedures carried
out we can conclude that the disclosures
in relation to share based payments
are appropriate.
------------------------------------------
Our application of materiality
The scope of our audit was influenced by our application of
materiality. We set certain quantitative thresholds for
materiality. These, together with qualitative considerations,
helped us to determine the scope of our audit and the nature,
timing and extent of our audit procedures on the individual
financial statement line items and disclosures and in evaluating
the effect of misstatements, both individually and in aggregate on
the financial statements as a whole.
Based on our professional judgment, we determined materiality
for the financial statements as a whole as follows:
Company financial statements
Overall materiality GBP13,000
-----------------------------------------------
How we determined 5% of Net Loss rounded down to the nearest
it GBP'000
-----------------------------------------------
Rationale for We believe that net loss is the primary measure
benchmark applied used by shareholders in assessing the position
and performance of the Company at the end
of the period.
-----------------------------------------------
We agreed with the Board of Directors that we would report to
them misstatements identified during our audit above GBP700 as well
as misstatements below those amounts that, in our view, warranted
reporting for qualitative reasons.
An overview of the scope of our audit
As part of designing our audit, we determined materiality and
assessed the risks of material misstatement in the financial
statements. In particular, we looked at where the Directors made
subjective judgments, for example in respect of significant
accounting estimates that involved making assumptions and
considering future events that are inherently uncertain. As in all
of our audits we also addressed the risk of management override of
internal controls, including evaluating whether there was evidence
of bias by the Directors that represented a risk of material
misstatement due to fraud.
How we tailored the audit scope
We tailored the scope of our audit to ensure that we performed
enough work to be able to give an opinion on the financial
statements as a whole, taking into account the structure of the
Company, its accounting processes, its internal controls and the
industry in which it operates.
Other information
The Directors are responsible for the other information. The
other information comprises the information included in the annual
report, other than the financial statements and our auditor's
report thereon. Our opinion on the financial statements does not
cover the other information and, except to the extent otherwise
explicitly stated in our report, we do not express any form of
assurance conclusion thereon.
In connection with our audit of the financial statements, our
responsibility is to read the other information and, in doing so,
consider whether the other information is materially inconsistent
with the financial statements or our knowledge obtained in the
audit or otherwise appears to be materially misstated. If we
identify such material inconsistencies or apparent material
misstatements, we are required to determine whether there is a
material misstatement in the financial statements or a material
misstatement of the other information. If, based on the work we
have performed, we conclude that there is a material misstatement
of this other information, we are required to report that fact. We
have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act
2006
In our opinion the part of the D irectors' remuneration report
to be audited has been properly prepared in accordance with the
Companies Act 2006.
In our opinion, based on the work undertaken in the course of
our audit :
-- the information given in the strategic report and the
Directors' report for the financial period for which the financial
statements are prepared is consistent with the financial
statements; and
-- the strategic report and the Directors' report have been
prepared in accordance with applicable legal requirements.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the Company
and its environment obtained in the course of the audit, we have
not identified material misstatements in the strategic report or
the Directors' report.
We have nothing to report in respect of the following matters in
relation to which the Companies Act 2006 requires us to report to
you if, in our opinion:
-- adequate accounting records have not been kept by the
Company, or returns adequate for our audit have not been received
from branches not visited by us; or
-- the Company financial statements and the Directors'
remuneration report to be audited are not in agreement with the
accounting records and returns; or
-- certain disclosures of Directors' remuneration specified by law are not made; or
-- we have not received all the information and explanations we require for our audit.
Responsibilities of directors
As explained more fully in the Directors' responsibilities
statement set out on page 13, the Directors are responsible for the
preparation of the financial statements and for being satisfied
that they give a true and fair view, and for such internal control
as the Directors determine is necessary to enable the preparation
of financial statements that are free from material misstatement,
whether due to fraud or error.
In preparing the financial statements, the Directors are
responsible for assessing the Company's ability to continue as a
going concern, disclosing, as applicable, matters related to going
concern and using the going concern basis of accounting unless the
Directors either intend to liquidate the Company or to cease
operations, or have no realistic alternative but to do so.
Auditor's responsibilities for the audit of the financial
statements
Our objectives are to obtain reasonable assurance about whether
the financial statements as a whole are free from material
misstatement, whether due to fraud or error, and to issue an
auditor's report that includes our opinion. Reasonable assurance is
a high level of assurance but is not a guarantee that an audit
conducted in accordance with ISAs (UK) will always detect a
material misstatement when it exists. Misstatements can arise from
fraud or error and are considered material if, individually or in
the aggregate, they could reasonably be expected to influence the
economic decisions of users taken on the basis of these financial
statements.
Irregularities, including fraud, are instances of non-compliance
with laws and regulations. We design procedures in line with our
responsibilities, outlined above and on the Financial Reporting
Council's website, to detect material misstatements in respect of
irregularities, including fraud.
The extent to which the audit was considered capable of
detecting irregularities, including fraud
Our approach to identifying and assessing the risks of material
misstatement in respect of irregularities, including fraud and
non-compliance with laws and regulations, was as follows:
-- the senior statutory auditor ensured the engagement team
collectively had the appropriate competence, capabilities and
skills to identify or recognise non-compliance with applicable laws
and regulations;
-- we identified the laws and regulations applicable to the
Company through discussions with the Directors, and from our
commercial knowledge and experience of the oil and gas sector.
-- we focused on specific laws and regulations which we
considered may have a direct material effect on the financial
statements or the operations of the Company, including Companies
Act 2006, taxation legislation, data protection, anti-bribery,
employment, environmental, health and safety legislation and
anti-money laundering regulations.
-- we assessed the extent of compliance with the laws and
regulations identified above through making enquiries of management
and inspecting legal correspondence; and
-- identified laws and regulations were communicated within the
audit team regularly and the team remained alert to instances of
non-compliance throughout the audit.
We assessed the susceptibility of the Company's financial
statements to material misstatement, including obtaining an
understanding of how fraud might occur, by:
-- making enquiries of management as to where they considered
there was susceptibility to fraud, their knowledge of actual,
suspected and alleged fraud;
-- considering the internal controls in place to mitigate risks
of fraud and non-compliance with laws and regulations.
To address the risk of fraud through management bias and
override of controls, we:
-- performed analytical procedures to identify any unusual or unexpected relationships;
-- tested journal entries to identify unusual transactions;
-- assessed whether judgements and assumptions made in
determining the accounting estimates set out in Note 2 of the
financial statements were indicative of potential bias;
-- investigated the rationale behind significant or unusual transactions.
In response to the risk of irregularities and non-compliance
with laws and regulations, we designed procedures which included,
but were not limited to:
-- agreeing financial statement disclosures to underlying supporting documentation;
-- reading the minutes of meetings of those charged with governance;
-- enquiring of management as to actual and potential litigation and claims;
-- reviewing correspondence with HMRC and the Company's legal advisor.
There are inherent limitations in our audit procedures described
above. The more removed the laws and regulations are from financial
transactions, the less likely it is that we would become aware of
non-compliance. Auditing standards also limit the audit procedures
required to identify non-compliance with laws and regulations to
enquiry of the Directors and other management and the inspection of
regulatory and legal correspondence, if any.
Material misstatements that arise due to fraud can be harder to
detect than those that arise from error as they may involve
deliberate concealment or collusion.
A further description of our responsibilities for the audit of
the financial statements is located on the Financial Reporting
Council's website at: www.frc.org.uk/ auditorsresponsibilities .
This description forms part of our auditor's report.
Other matters which we are required to address
We were appointed by the Board of Directors on 21 November 2022
to audit the financial statements for the period ending 30 June
2023.
The non-audit services prohibited by the FRC's Ethical Standard
were not provided to Company and we remain independent of the
Company in conducting our audit.
Our audit opinion is consistent with the additional report to
the Board of Directors.
Use of our report
This report is made solely to the Company's members, as a body,
in accordance with Chapter 3 of Part 16 of the Companies Act 2006.
Our audit work has been undertaken so that we might state to the
Company's members those matters we are required to state to them in
an auditor's report and for no other purpose. To the fullest extent
permitted by law, we do not accept or assume responsibility to
anyone other than the Company and the Company's members as a body,
for our audit work, for this report, or for the opinions we have
formed.
Benjamin Bidnell (Senior Statutory Auditor)
For and on behalf of Date..[Signed
24/10/2023].......................
Shipleys LLP
10 Orange Street
Haymarket
London
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEARED 30 JUNE 2023
2023 2022
Notes GBP GBP
Administrative expenses (261,997) (298,244)
Exceptional items - share
based payments - (7,500)
---------- ----------
(261,997) (305,744)
Operating loss 3
Income tax expense 7 - -
---------- ----------
Loss and total comprehensive
income for the year 18 (261,997) (305,744)
========== ==========
Loss per share 8
Basic and diluted (0.01) (0.01)
========== ==========
STATEMENT OF FINANCIAL POSITION
AS AT 30 JUNE 2023
2023 2022
Notes GBP GBP
Current assets
Trade and other receivables 9 17,738 25,998
Cash and cash equivalents 135,765 153,701
------------ ----------
153,503 179,699
------------ ----------
Current liabilities
Trade and other payables 11 45,528 71,697
------------ ----------
Net current assets 107,975 108,002
------------ ----------
Net assets 107,975 108,002
============ ==========
Equity
Called up share capital 15 67,985 67,200
Share premium account 16 811,343 550,158
Other reserves 17 256,034 256,034
Retained earnings 18 (1,027,387) (765,390)
------------ ----------
Total equity 107,975 108,002
============ ==========
The financial statements were approved by the board of Directors
and authorised for issue on 24/10/23 and are signed on its behalf
by:
Mr M Singh
Director
Company Registration No. 12392909
STATEMENT OF CHANGES IN EQUITY
FOR THE YEARED 30 JUNE 2023
Share Share Other Retained Total
Capital premium reserves earnings
account
Notes GBP GBP GBP GBP GBP
Balance at 1 July
2021 67,200 550,158 248,534 (459,646) 406,246
Year ended 30
June 2022:
Loss and total
comprehensive income
for the year - - - (305,744) (305,744)
Credit to equity
for equity settled
share-based payments 18 - - 7,500 - 7,500
--------- --------- ---------- ------------ ----------
Balance at 30
June 2022 67,200 550,158 256,034 (765,390) 108,002
--------- --------- ---------- ------------ ----------
Year ended 30
June 2023:
Loss and total
comprehensive income
for the year - - - (261,997) (261,997)
Issue of share
capital net of
issue costs 785 261,185 - - 261,970
--------- --------- ---------- ------------ ----------
Balance at 30
June 2023 67,985 811,343 256,034 (1,027,387) 107,975
========= ========= ========== ============ ==========
STATEMENT OF CASH FLOWS
FOR THE YEARED 30 JUNE 2023
2023 2022
Notes GBP GBP GBP GBP
Cash flows from operating
activities
Cash absorbed by operations 24 (279,906) (204,859)
Net cash outflow from operating
activities (279,906) (204,859)
Financing activities
Proceeds from issue of shares 261,970 -
-------- -----
Net cash generated from/(used 261,970 -
in) financing activities
---------- ----------
Net decrease in cash and
cash equivalents (17,936) (204,859)
Cash and cash equivalents
at beginning of year 153,701 358,560
---------- ----------
Cash and cash equivalents
at end of year 135,765 153,701
========== ==========
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEARED 30 JUNE 2023
1 Accounting policies
Company information
Wildcat Petroleum Plc is a public company limited by shares
incorporated in England and Wales. The registered office is Belmont
House Third Floor, Suite Asco-303, Belmont Road, Uxbridge,
Middlesex, UK, UB8 1HE. The Company currently has no premises and
as such there is no trading address. The Company's principal
activities and nature of its operations are disclosed in the
Directors' report.
1.1 Accounting convention
The financial statements have been prepared in accordance with
UK adopted International Accounting Standards (IFRS) and with those
parts of the Companies Act 2006 applicable to companies reporting
under IFRS, except as otherwise stated.
The financial statements are prepared in sterling, which is the
functional currency of the Co mpany. Monetary amounts in these
financial statements are rounded to the nearest GBP.
The financial statements have been prepared under the historical
cost convention.
The principal accounting policies adopted are set out below.
1.2 Going concern
The financial statements have been prepared on the going concern
basis, which assumes the Company will continue to be able to meet
its liabilities as they fall due for the foreseeable future.
At the end of the period the Company is in a net asset position
of GBP107,975. At 30th June 2023 the Company had a cash balance of
GBP135,765.
Based on the October 2023 share placing plus current assets and
it's forecasted expenditure for the period to 31 December 202 4,
the D irectors are of the opinion that the Company will have
sufficient cash for the foreseeable future. For this reason, it
continues to adopt the going concern basis in preparing the
financial statements.
1.3 Cash and cash equivalents
Cash and cash equivalents include cash in hand, deposits held at
call with banks, other short-term liquid investments with original
maturities of three months or less, and bank overdrafts. Bank
overdrafts are shown within borrowings in current liabilities.
1.4 Financial assets
Financial assets are recognised in the Company's statement of
financial position when the Company becomes party to the
contractual provisions of the instrument. Financial assets are
classified into specified categories, depending on the nature and
purpose of the financial assets.
At initial recognition, financial assets classified as fair
value through profit and loss are measured at fair value and any
transaction costs are recognised in profit or loss. Financial
assets not classified as fair value through profit and loss are
initially measured at fair value plus transaction costs.
Financial assets at fair value through profit or loss
When any of the above-mentioned conditions for classification of
financial assets is not met, a financial asset is classified as
measured at fair value through profit or loss. Financial assets
measured at fair value through profit or loss are recognized
initially at fair value and any transaction costs are recognised in
profit or loss when incurred. A gain or loss on a financial asset
measured at fair value through profit or loss is recognised in
profit or loss, and is included within finance income or finance
costs in the statement of income for the reporting period in which
it arises.
Financial assets held at amortised cost
Financial instruments are classified as financial assets
measured at amortised cost where the objective is to hold these
assets in order to collect contractual cash flows, and the
contractual cash flows are solely payments of principal and
interest. They arise principally from the provision of goods and
services to customers (eg trade receivables). They are initially
recognised at fair value plus transaction costs directly
attributable to their acquisition or issue, and are subsequently
carried at amortised cost using the effective interest rate method,
less provision for impairment where necessary.
Impairment of financial assets
Financial assets , other than those measured at fair value
through profit or loss, are assessed for indicators of impairment
at each reporting end date.
Financial assets are impaired where there is objective evidence
that, as a result of one or more events that occurred after the
initial recognition of the financial asset, the estimated future
cash lows of the investment have been affected.
Derecognition of financial assets
Financial assets are derecognised only when the contractual
rights to the cash flows from the asset expire, or when it
transfers the financial asset and substantially all the risks and
rewards of ownership to another entity.
1.5 Financial liabilities
The Company recognises financial debt when the Company becomes a
party to the contractual provisions of the instruments. Financial
liabilities are classified as either 'financial liabilities at fair
value through profit or loss' or 'other financial liabilities'.
Financial liabilities at fair value through profit or loss
Financial liabilities are classified as measured at fair value
through profit or loss when the financial liability is held for
trading. A financial liability is classified as held for trading
if:
-- it has been incurred principally for the purpose of selling
or repurchasing it in the near term, or
-- on initial recognition it is part of a portfolio of
identified financial instruments
that the Company manages together and has a recent actual pattern of short-term profit taking, or
-- it is a derivative that is not a financial guarantee contract
or a designated and effective hedging instrument.
Financial liabilities at fair value through profit or loss are
stated at fair value with any gains or losses arising on
remeasurement recognised in profit or loss.
Other financial liabilities
Other financial liabilities, including borrowings, trade
payables and other short-term monetary liabilities, are initially
measured at fair value net of transaction costs directly
attributable to the issuance of the financial liability. They are
subsequently measured at amortised cost using the effective
interest method. For the purposes of each financial liability,
interest expense includes initial transaction costs and any premium
payable on redemption, as well as any interest or coupon payable
while the liability is outstanding.
Derecognition of financial liabilities
Financial liabilities are derecognised when, and only when, the
Company's obligations are discharged, cancelled, or they
expire.
1.6 Equity instruments
Equity instruments issued by the Company are recorded at the
proceeds received, net of direct issue costs. Dividends payable on
equity instruments are recognised as liabilities once they are no
longer at the discretion of the Company.
1.7 Taxation
The tax expense represents the sum of the tax currently payable
and deferred tax.
Current tax
The tax currently payable is based on taxable profit for the
year. Taxable profit differs from net profit as reported in the
income statement because it excludes items of income or expense
that are taxable or deductible in other years and it further
excludes items that are never taxable or deductible. The Company's
liability for current tax is calculated using tax rates that have
been enacted or substantively enacted by the reporting end
date.
Deferred tax
Deferred tax is the tax expected to be payable or recoverable on
differences between the carrying amounts of assets and liabilities
in the financial statements and the corresponding tax bases used in
the computation of taxable profit, and is accounted for using the
balance sheet liability method. Deferred tax liabilities are
generally recognised for all taxable temporary differences and
deferred tax assets are recognised to the extent that it is
probable that taxable profits will be available against which
deductible temporary differences can be utilised. Such assets and
liabilities are not recognised if the temporary difference arises
from goodwill or from the initial recognition of other assets and
liabilities in a transaction that affects neither the tax profit
nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each
reporting end date and reduced to the extent that it is no longer
probable that sufficient taxable profits will be available to allow
all or part of the asset to be recovered. Deferred tax is
calculated at the tax rates that are expected to apply in the
period when the liability is settled or the asset is realised.
Deferred tax is charged or credited in the income statement ,
except when it relates to items charged or credited directly to
equity, in which case the deferred tax is also dealt with in
equity. Deferred tax assets and liabilities are offset when the
Company has a legally enforceable right to offset current tax
assets and liabilities and the deferred tax assets and liabilities
relate to taxes levied by the same tax authority.
1.8 Employee benefits
The costs of short-term employee benefits are recognised as a
liability and an expense, unless those costs are required to be
recognised as part of the cost of inventories or non-current
assets.
The cost of any unused holiday entitlement is recognised in the
period in which the employee's services are received.
Termination benefits are recognised immediately as an expense
when the Company is demonstrably committed to terminate the
employment of an employee or to provide termination benefits.
1.9 Share-based payments
Equity-settled share-based payments are measured at fair value
at the date of grant by reference to the fair value of the equity
instruments granted using the Black-Scholes model. The fair value
determined at the grant date is expensed on a straight-line basis
over the vesting period, based on the estimate of shares that will
eventually vest. A corresponding adjustment is made to equity.
When the terms and conditions of equity-settled share-based
payments at the time they were granted are subsequently modified,
the fair value of the share-based payment under the original terms
and conditions and under the modified terms and conditions are both
determined at the date of the modification. Any excess of the
modified fair value over the original fair value is recognised over
the remaining vesting period in addition to the grant date fair
value of the original share-based payment. The share-based payment
expense is not adjusted if the modified fair value is less than the
original fair value.
Cancellations or settlements (including those resulting from
employee redundancies) are treated as an acceleration of vesting
and the amount that would have been recognised over the remaining
vesting period is recognised immediately.
1.10 Foreign exchange
Transactions in currencies other than pounds sterling are
recorded at the rates of exchange prevailing at the dates of the
transactions. At each reporting end date, monetary assets and
liabilities that are denominated in foreign currencies are
retranslated at the rates prevailing on the reporting end date.
Gains and losses arising on translation in the period are included
in profit or loss.
1.11 Segment reporting
Operating segments are reported in a manner consistent with the
internal reporting provided to the chief operating decision-maker.
The chief operating decision-maker, who is responsible for
allocating resources and assessing performance of the operating
segments, has been identified as the Executive Directors who make
strategic decisions. The Company only has one reporting
segment.
1.12 Changes in accounting policies and disclosures
(a) New and amended standards adopted by the Company
Amendments to IAS 1, Presentation of financial statements on
disclosure of accounting policies:
1 January 2023
Amendments to IAS 12, Presentation of financial statements on
deferred tax on leases and decommissioning obligations: 1 January
2023
Amendments to IAS 16, Presentation of financial statements on
prohibiting a company from deducting from the cost of property,
plant and equipment amounts received from selling items produced
while the company is preparing the asset for its intended use: 1
January 2022
Amendments to IAS 37, Presentation of financial statements on
regarding the costs to include when
assessing whether a contract is onerous: 1 January 2022
(b) Standards, amendments and interpretations to existing
standards that are not yet effective and have not been early
adopted by the Company in the 30 June 23 financial statements.
Amendments to IAS 1, Presentation of financial statements on
classification of liabilities: 1 January 2024
Amendments to IAS 1, Presentation of financial statements on
classification of debt with covenants:1 January 2024
Amendments to IAS 7, Statement of cash flows on supplier finance
arrangements: 1 January 2024
Amendments to IFRS 7, Financial instruments: disclosures on
supplier finance arrangements: 1 January 2024
IFRS S1, General Requirements for Disclosure of
Sustainability-related Financial Information: 1 January 2024
IFRS S2, Climate related Disclosures: 1 January 2024
The Directors anticipate that the adoption of these standards
and the interpretations in future period will have no material
impact on the financial statements of the Company.
2 Critical accounting estimates and judgements
In the application of the Company's accounting policies, the
Directors are required to make judgements, estimates and
assumptions about the carrying amount of assets and liabilities
that are not readily apparent from other sources. The estimates and
associated assumptions are based on historical experience and other
factors that are considered to be relevant. Actual results may
differ from these estimates.
The estimates and underlying assumptions are reviewed on an
ongoing basis. Revisions to accounting estimates are recognised in
the period in which the estimate is revised, if the revision
affects only that period, or in the period of the revision and
future periods if the revision affects both current and future
periods.
The estimates and assumptions which have a significant risk of
causing a material adjustment to the carrying amount of assets and
liabilities are outlined below.
Critical judgements
Share based payments
The charge recognised in relation to share-based payments made
under the Company's share-based payment scheme is recognised based
on the grant date fair value of the award which is recognised as an
expense over the period when the awards are expected to vest. The
grant date fair value is measured based on the market value of
equity issued by the Company . The charge is adjusted based on the
probability of an exit event occurring and the shares being able to
be exercised. The grant date fair value is not subsequently
adjusted. However, the expense is adjusted for the number of awards
that are expected to vest.
3 Operating loss
Year Year
ended ended
30 June 30 June
2023 2022
GBP GBP
Operating loss for the year is stated
after charging/(crediting):
Fees payable to the Company's auditor
for the audit of the Company's financial
statements 18,000 18,000
Share-based payments - 7,500
========= =========
4 Auditor's remuneration
Year Year
ended ended
30 June 30 June
2023 2022
GBP GBP
Fees payable to the Company's auditor
and associates:
For audit services
Audit of the financial statements of
the Company 18,000 18,000
========= =========
During the period the Company incurred non-audit fees of GBPNil
from its auditor for acting as a reporting accountant for the
listing on London Stock Exchange (2022: GBPNil).
5 Employees
The average monthly number of persons (including Directors)
employed by the Company during the year was:
Year Year
ended ended
30 June 30 June
2023 2022
Number Number
Management 2 2
========= =========
Their aggregate remuneration comprised:
Year Year
ended ended
30 June 30 June
2023 2022
GBP GBP
Wages and salaries 40,267 32,400
========= =========
6 Directors' remuneration
Year Year
ended ended
30 June 30 June
2023 2022
GBP GBP
Remuneration for qualifying services 40,267 32,400
========= =========
The number of Directors for whom retirement benefits are
accruing under defined contribution schemes amounted to GBPNil,
(2022: GBPNil).
As total directors' remuneration was less than GBP200,000 in the
current year, no disclosure is provided for that year.
7 Income tax expense
The charge for the year can be reconciled to the loss per the
income statement as follows:
Year Year
ended ended
30 June 30 June
2023 2022
GBP GBP
Loss before taxation (261,997) (305,744)
========== ==========
Expected tax credit based on a corporation
tax rate of 25.00% (2022: 19.00%) (65,499) (58,091)
Unutilised tax losses carried forward 65,499 56,666
Share based payment charge - 1,425
Taxation charge for the year - -
========== ==========
At the reporting date the Company had an unrecognised deferred
tax asset totalling GBP192,716 (2022: GBP96,670). This is in
respect of corporation tax losses totalling GBP770.862 (2022:
GBP509,213) and share based payment gains not yet realised.
Deferred tax has not been recognised because it is not yet probable
that the Company will have the ability to utilise the tax
losses.
8 Loss per share
Year Year
ended ended
30 June 30 June
2023 2022
GBP GBP
Number of shares
Weighted average number of ordinary
shares for basic earnings per share 2,418,975,014 2,400,000,000
Loss (all attributable to equity
shareholders of the Company)
Loss for the period from continued
operations (261,997) (305,744)
============== ==============
Loss per share for continuing
operations
Basic and diluted earnings per
share (0.01) (0.01)
Basic and diluted earnings per
share
From continuing operations (0.01) (0.01)
============== ==============
The loss attributable to equity holders (holders of ordinary
shares) of the Company for the purpose of calculating the fully
diluted loss per share is identical to that used for calculating
the loss per share. The exercise of share options would have the
effect of reducing the loss per share and is therefore
anti-dilutive under the terms of IAS 33 'Earnings per Share'.
The exercise of warrants would have the effect of reducing the
loss per share.
9 Trade and other receivables
2023 2022
GBP GBP
VAT recoverable 8,248 9,746
Other receivables - 347
Prepayments 9,490 15,905
17,738 25,998
======= =======
10 Trade receivables - credit risk
Fair value of trade receivables
The Directors consider that the carrying amount of trade and
other receivables is approximately equal to their fair value.
No significant receivable balances are impaired at the reporting
end date.
11 Trade and other payables
2023 2022
GBP GBP
Trade payables 20,905 47,194
Accruals 22,210 21,250
Social security and other taxation 1,938 3,222
Other payables 475 31
45,528 71,697
======== ========
12 Fair value of financial liabilities
The Directors consider that the carrying amounts of financial
liabilities carried at amortised cost in the financial statements
approximate to their fair values.
13 Financial instruments - Risk Management
The Company is exposed through its operations to the following
financial risks:
-- Credit risk
-- Foreign exchange risk and
-- Liquidity risk.
In common with all other businesses, the Company is exposed to
risks that arise from its use of financial instruments. This note
describes the Company's objectives, policies and processes for
managing those risks and the methods used to measure them. Further
quantitative information in respect of these risks is presented
throughout these financial statements.
There have been no substantive changes in the Company's exposure
to financial instrument risks, its objectives, policies and
processes for managing those risks or the methods used to measure
them during the period.
(i) Principal financial instruments
The principal financial instruments used by the Company, from
which financial instrument risk arises, are as follows:
-- Trade receivables
-- Cash and cash equivalents
-- Trade and other payables
Financial assets at amortised costs
2023 2022
GBP GBP
Cash and cash equivalents 135,765 153,701
VAT recoverable 8,248 9,746
Prepayments 9,490 15,905
Trade and other receivables - 347
153,503 179,699
========= =========
2023 2022
GBP GBP
Trade payables 20,905 47,194
Social security and other taxation 1,938 3,222
Accruals 22,210 21,250
Other payables 475 31
45,528 71,697
========= =========
Financial instruments not measured at fair value
Financial instruments not measured at fair value includes cash
and cash equivalents, trade and other receivables and trade and
other payables.
Due to their short-term nature, the carrying value of cash and
cash equivalents, trade and other receivables, and trade and other
payables approximates their fair value.
Financial instruments measured at fair value
There are no financial instruments currently being measured at
fair value.
General objectives, policies and processes
The Board has overall responsibility for the determination of
the Company's risk management objectives and policies. The Board
reviews the effectiveness of the processes put in place and the
appropriateness of the objectives and policies it sets on a regular
basis. The overall objective of the Board is to set policies that
seek to reduce risk as far as possible without unduly affecting the
Company's competitiveness and flexibility. Further details
regarding these policies are set out below:
Credit risk
Credit risk is the risk of financial loss to the Company if a
customer or counterparty to a financial instrument fails to meet
its contractual obligations. The Company is mainly exposed to
credit risk from loans and unpaid share capital. It is Company
policy, implemented locally, to assess the credit risk of the
counterparty before entering into credit contracts.
Credit risk also arises from cash and cash equivalents and
deposits with banks and financial institutions. For banks and
financial institutions, only independently rated parties with
minimum rating "A" are accepted.
Further disclosures regarding trade and other receivables, which
are neither past due nor impaired, are provided in note 10.
The Board monitors the credit ratings of counterparties
regularly and at the reporting date does not expect any losses from
non-performance by the counterparties. For all financial assets to
which the impairment requirements have not been applied, the
carrying amount represents the maximum exposure to credit loss.
Foreign exchange risk
Foreign exchange risk arises when Company entities enter into
transactions denominated in a currency other than their functional
currency. The Company's policy is, where possible, to settle
liabilities denominated in their functional currency with the cash
generated in that currency. Where Company has liabilities
denominated in a currency other than their functional currency (and
have insufficient reserves of that currency to settle them), the
Board will look to settle the liabilities by obtaining the required
currency at the best rates available to the Company.
Liquidity risk
Liquidity risk arises from the Company's management of working
capital as the Company does not have any internal or external debt
instruments. It is the risk that the Company will encounter
difficulty in meeting its financial obligations as they fall due.
The Company's policy is to ensure that it will always have
sufficient cash to allow it to meet its liabilities when they
become due. To achieve this aim, it seeks to maintain cash balances
(or agreed facilities) to meet expected requirements for a period
of at least 60 days.
Capital Disclosures
The Company monitors "adjusted capital" which comprises all
components of equity (i.e. share capital, share premium, retained
losses and other reserves). Further details of the capital risk
management policies can be found in Note 20. Disclosure of all
components of equity can be found in Note 15 (Share Capital), Note
16 (Share premium account), Note 17 (Other reserves: share-based
payment compensation reserve) and Note 18 (Retained earnings).
14 Share-based payment transactions
No warrants in the Company were issued in respect of services
received from suppliers during the reporting period.
Therefore, no share-based payment expense has been recognised in
these financial statements (2022: GBP7,500).
Warrants over 300,000 ordinary 0.000028 shares in the Company
were issued on 21st February 2022 in respect of services received
from suppliers in the prior reporting period. Therefore, a
share-based payment expense in respect of these warrants was
included in the prior period expense.
The warrants vest on grant date. 300,000 warrants expire on 31st
December 2023. 72,530,000 warrants expire 2 years from the date of
grant.
The table below summarises the options granted, exercised and
cancelled during the period:
Number of share Weighted average
options exercise price
2023 2022 2023 2022
GBP GBP
Outstanding at 1 July 2022 72,830,000 70,460,000 0.01 0.01
Granted in the period - 2,370,000 0.01 0.01
----------- ----------- --------- --------
Outstanding at 30 June 2023 72,830,000 72,830,000 0.01 0.01
=========== =========== ========= ========
Exercisable at 30 June 2023 72,830,000 72,830,000 0.01 0.01
=========== =========== ========= ========
70,460,000 warrants brought forward and still outstanding at 30
June 2023 had an exercise price of GBP0.005, and a remaining
contractual life of 0.5 years.
2,070,000 warrants brought forward and still outstanding at 30
June 2023 had an exercise price of GBP0.005, and a remaining
contractual life of 1 year.
In the annual general meeting that took place in December 2021 a
resolution was passed to extend the expiry date of the above
warrants by 1 year. This was formally completed during this
financial year.
300,000 warrants brought forward and still outstanding at 30
June 2023 had an exercise price of GBP0.005, and a remaining
contractual life of 0.5 years.
The weighted average fair value on the measurement date for the
warrants recognised during the previous year was GBP0.0025. Fair
value was measured using Black-Scholes Option Pricing Model.
Inputs were as follows:
2023 2022
Weighted average share price 0.004 0.01
Weighted average exercise price 0.005 0.005
Expected volatility 99.7% 99.7%
Expected life 0.5 2
Risk free rate 0.40% 0.40%
Expected dividends yields - -
Volatility was calculated based upon the anticipated volatility
of newly listed companies of a similar market capitalisation and
number of shareholders.
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 behavioral considerations.
Year Year
ended ended
30 June 30 June
2023 2022
GBP GBP
Other reserves
Other reserves arising from share-based
payment transactions 256,304 256,304
========= =========
Expenses
Related to equity settled share based
payments - 7,500
========= =========
There were no exercises during the reporting period.
15 Share capital
2023 2022 2023 2022
Ordinary share Number Number GBP GBP
capital
Authorised, issued
and fully paid
Ordinary of GBP0.000028 2,428,040,000 2,400,000,000 67,985 67,200
The Company has one class of share which carries no right to
fixed income.
Reconciliation of movements during the year:
Number
At 1 July 2022 2,400,000,000
Issue of fully paid shares 28,040,000
--------------
At 30 June 2023 2,428,040,000
==============
The Company's capital consists of ordinary shares which rank
pari passu in all respects which are traded on the Standard segment
of the Main Market of the London Stock Exchange. There are no
restrictions on the transfer of securities in the Company or
restrictions on voting rights and none of the Company's shares are
owned or controlled by employee share schemes. There are no
arrangements in place between shareholders that are known to the
Company that may restrict voting rights, restrict the transfer of
securities, result in the appointment or replacement of Directors
amend the Company's Articles of Association or restrict the powers
of the Company's Directors, including in relation to the issuing or
buying back by the Company of its shares or any significant
agreements to which the Company is a party that take effect after
or terminate upon, a change of control of the Company following a
takeover bid or the like.
16 Share premium account
2023 2022
GBP GBP
At the beginning of the year 550,158 550,158
Issue of new shares 274,715 -
Share issue expenses (13,530) -
At the end of the year 811,343 550,158
========= ========
Share premium represents the premium arising on issue of equity
shares, net of issue costs.
17 Other reserves: share-based payment compensation reserve
GBP
Balance at 30 June 2021 248,534
Additions 7,500
--------
Balance at 30 June 2022 256,034
--------
Balance at 30 June 2023 256,034
========
The share-based compensation reserve represents the credit
arising on the charge for share based payment awards calculated in
accordance with IFRS 2.
See note 14 for details of the valuation.
18 Retained earnings
2023 2022
GBP GBP
At the beginning of the year (765,390) (459,646)
Loss for the year (261,997) (305,744)
At the end of the year (1,027,387) (765,390)
============ ==========
The retained earnings reserve represents cumulative period
losses.
19 Capital commitments
At 30th June 2023 the Company had no capital commitments.
20 Capital risk management
The Company manages its capital resources to ensure that the
business will have sufficient cash resources to acquire suitable
investments and will be able to continue as a going concern, while
maximising shareholder return.
The Directors review the capital requirement of the business on
a regular basis. The capital structure of the Company consists of
equity attributable to shareholders, comprising issued share
capital and reserves. The availability of new capital will depend
on many factors including a positive operating environment,
positive stock market conditions, the Company's track record, and
the experience of management. There are no externally imposed
capital requirements. The Directors are confident that adequate
cash resources exist or will be made available to finance
operations but controls over expenditure are carefully managed.
21 Related party transactions
The Directors of the Company are the only key management. Their
compensation has been disclosed in note 6 .
22 Directors' transactions
Included in other payables is GBP475 owed to the Directors in
respect of expenses paid on behalf of the Company. There are no
further outstanding commitments to Directors at the balance sheet
date.
23 Controlling party
The ultimate controlling party is Mr M Singh, a Director of the
Company, by virtue of his majority shareholding.
24 Cash absorbed by operations
Year Year
ended ended
30 June 30 June
2023 2022
GBP GBP
Loss for the year before income tax (261,997) (305,744)
Adjustments for:
Equity settled share-based payment expense - 7,500
Movements in working capital:
Decrease in trade and other receivables 8,260 55,334
(Decrease)/increase in trade and other
payables (26,169) 38,051
Cash absorbed by operations (279,906) (204,859)
25 Events after the reporting date
On 16 October 2023 the Company reported the raising of GBP
450,000 (GBP393,750 net after expenses) by the placing of
375,000,000 new ordinary shares at 0.12 pence/share, with admission
of the shares expected on 30 October 2023, this will bring the
total number of Wildcat shares to 2,803,040,000.
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FR USSOROVURUUA
(END) Dow Jones Newswires
October 25, 2023 02:00 ET (06:00 GMT)
Wildcat Petroleum (LSE:WCAT)
Historical Stock Chart
From Oct 2024 to Nov 2024
Wildcat Petroleum (LSE:WCAT)
Historical Stock Chart
From Nov 2023 to Nov 2024
