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REG - Aminex PLC - 2025 Half-Yearly Financial Report

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RNS Number : 9072A  Aminex PLC  26 September 2025

26 September 2025

 

2025 HALF-YEARLY FINANCIAL REPORT

 

Aminex PLC ("Aminex" or "the Group" or "the Company") announces its unaudited
half-yearly report for the six months ended 30 June 2025.

 

 

REPORTING PERIOD HIGHLIGHTS

 

·       Ntorya Gas Development enters construction phase with the
award of the Ntorya-Madimba pipeline contract, with the procurement process
already commenced and groundwork starting in January 2026 and completion
targeted by July 2026.

·       Updated Field Development Plan submitted by ARA Petroleum
Tanzania, outlining a phased approach with a 35-year production horizon and a
materially higher gas plateau of 280 MMcfd - exceeding Tanzania's current
national production.

·       Initial production to reach 60 MMcfd from three wells
(Ntorya-2, Ntorya-1 and Chikumbi-1) once the pipeline is commissioned, with
first gas expected shortly after mid-2026.

·       Strategic national impact, with Ntorya positioned to alleviate
energy poverty by replacing polluting fuels, expanding reliable gas supply for
power, industry, and agriculture, and strengthening Tanzania's long-term
energy security.

·       Carried interest from the Ruvuma PSA Farm-Out still expected to
cover Aminex's participating interest of cash calls through to commercial
production, whilst operating costs have been maintained at recent historically
low levels.

·       Loss for the period of US$1.50 million (30 June 2024: loss of
US$1.35 million).

 

Charles Santos, Executive Chairman of Aminex commented:

 

"The Ntorya Gas Development has now entered its construction phase, marking a
decisive turning point for Aminex and for Tanzania's energy future. With a
long-term development plan submitted, strong support from the Ministry of
Energy, TPDC and PURA, and first gas expected shortly after mid-2026, Ntorya
is positioned to deliver cleaner, reliable energy that will help alleviate
energy poverty, drive industrial growth and create lasting value for both
Tanzania and our shareholders."

 

 For further information:

 Aminex PLC                            +44 203 355 9909
 Charles Santos, Executive Chairman

 Knights Media & Public Relations      +44 203 653 0200
 Jason Knights, Sabina Zawadzki

 Davy                                  +353 1 679 6363
 Brian Garrahy

 Shard Capital                         +44 20 7186 9952
 Damon Heath

 

 

 

 

 

 

 

 

 

 

 

 

 

 

INTERIM MANAGEMENT REPORT

 

Executive Chairman's Review

 

The past six months have marked an important turning point for Aminex. The
Ntorya Gas Development has now advanced definitively into its construction
phase, following the award of the Ntorya-Madimba pipeline contract. This
milestone has in turn catalysed wider activity on the ground and across the
project.

 

In parallel, the operator, ARA Petroleum Tanzania ("APT"), has submitted an
updated Field Development Plan ("FDP") to the Tanzanian authorities. The FDP
sets out an expanded vision for Ntorya, based on a phased development
approach, a 35-year production horizon, and a materially higher long-term gas
production plateau.

 

Together, these developments provide Aminex with a very strong foundation to
grow shareholder value.

 

First Gas in Sight

 

In July, the Tanzania Petroleum Development Corporation ("TPDC") awarded the
engineering, procurement and construction ("EPC") contract for the pipeline
linking Ntorya to the Madimba processing plant to China Petroleum Pipeline and
China Petroleum Technology & Development Corporation.

 

Preparatory work, including the procurement process for the acquisition of
pipe and equipment, commenced immediately. Groundworks and pipelaying are
scheduled to begin in January 2026, with completion targeted for July 2026.
The existing Ntorya-2 well is expected to be the first tied in, with
production starting shortly after pipeline commissioning.

 

APT has also issued an expression of interest request for a drilling rig
contractor, following approval of its rig tendering strategy by Tanzania's
Petroleum Upstream Regulatory Authority ("PURA"). Once contracted, the rig
will be deployed to drill Chikumbi-1 and subsequently undertake a workover of
Ntorya-1.

 

APT has also just released another expression of interest request for, among
other things, the provision of hook-ups, flowlines, pipeline construction
services, fiscal metering, and EPC for the gas processing facility for NT-1,
NT-2 and CH-1.

 

These three wells are anticipated to deliver initial production of 60 million
standard cubic feet per day ("MMcfd") in the project's initial phase.

 

An Expanded Vision

 

Work has continued to fully exploit the extensive and high-quality 3D seismic
data acquired over 338 km² between 2022 and 2023. This dataset provides much
greater certainty and precision to current planning and offers a clear and
detailed visualisation of Ntorya's extent, geology, and resource potential.

 

Based on this analysis, APT has outlined a broader development concept
encompassing three further phases. The revised plan envisages production
sustained for 35 years, with plateau output of 280 MMcfd for over two decades
- a figure that exceeds Tanzania's current total production of approximately
220 MMcfd.

 

While offtake agreements are in place only for the initial phase, the region's
strong and growing demand for energy provides a robust foundation for future
sales. Ntorya has the potential to transform Tanzania's energy landscape,
addressing energy poverty by replacing polluting fuels with cleaner natural
gas and providing a secure energy base for power generation, industrial
growth, and agricultural development.

 

The expanded vision reflects Aminex's continued and deep commitment to
Tanzania, supported by constructive relationships with government, regulators,
and local communities. The Company acknowledges with gratitude the strong
cooperation of all stakeholders in facilitating these milestones. In
particular, Aminex is impressed by the vision and commitment of the Ministry
of Energy, the Tanzania Petroleum Development Corporation and the Petroleum
Upstream Regulatory Authority, whose efforts are ensuring that the Ntorya
development will deliver gas swiftly for the benefit of the people of
Tanzania.  The efforts and support of the Government of Tanzania to quickly
develop Ntorya demonstrate to the world that the country is moving towards a
bright economic future.

 

Beyond Ntorya

 

Once Ntorya production and revenues are established, Aminex expects to refocus
on the Kiliwani North Development Licence ("KNDL") and the Nyuni Area PSA.
Plans may include a targeted 3D seismic campaign at Kiliwani and the
renegotiation of the Nyuni work programme to enhance commerciality.

 

 

Financials

 

For the six months ended 30 June 2025, Aminex reports a loss of US$1.50
million (30 June 2024: US$1.35 million). Further details are provided in the
Financial Review.

 

Under the 2020 Ruvuma PSA Farm-Out, Aminex continues to be carried for its
share of Ntorya development costs through to material levels of production and
revenue. The Company also acknowledges the ongoing support of Eclipse
Investments LLC ("Eclipse"), which has provided a US$3.00 million funding
facility for working capital purposes, in advance of Ntorya's first gas sales.

 

Operating costs remain very lean. Base running costs (excluding non-cash and
one-off items, before recharges) increased by 8.2% to US$0.92 million in the
period (30 June 2024: US$0.85 million), reflecting mainly higher corporate and
regulatory expenses. The Company maintains a fit-for-purpose structure with
sufficient capacity to deliver on current objectives while retaining
flexibility for growth.

 

Outlook

 

Aminex enters the second half of 2025 with strong momentum. The restructuring
and preparatory phases are complete, and the Company is now firmly focused on
delivery and ensuring value growth. The Ntorya-Madimba pipeline is expected to
be commissioned by mid-2026, with first gas and revenues to follow shortly
thereafter.

 

As the largest onshore gas development in East Africa, supported by a stable
regulatory environment, expanding domestic demand, and long-term licence
tenure, Ntorya positions Aminex to play a central role in Tanzania's energy
future, alleviating energy poverty and delivering lasting value for
shareholders.

 

 

 

 

 

 

 

Charles Santos

Executive Chairman

26 September 2025

Financial Review

 

 

Revenue Producing Operations

 

Revenues from continuing operations amounted to US$17,000 (30 June 2024:
US$21,000). Group revenues during the first six months of 2025 are derived
from the provision of technical and administrative services to joint
operations. Cost of sales was US$18,000 (30 June 2024: US$29,000).
Consequently, there was a gross loss of US$1,000 for the period compared with
a gross loss of US$8,000 for the comparative period.

 

Group administrative expenses, excluding depreciation and net of costs
capitalised against projects, were US$0.91 million (30 June 2024: US$0.99
million), a decrease of US$0.08 million. The decrease in expenses during the
period was due mainly to a reduction in the non-cash share options charge
(US$0.20 million). This was partially offset by an increase in tax provisions
of US$0.07 million (as a result of a charge for the six-month period of
US$0.04 million and a credit of US$0.03 million for the comparative period)
and the effect on pound sterling denominated expenses of a weakening of the US
dollar against pound sterling. Management continues to maintain strict
expenditure controls in order to help maintain the cost-saving gains achieved
since 2018, although inflationary pressures have recently had an adverse
effect.

 

The Group recognised an impairment during the six-month period against
exploration and evaluation ("E&E") assets of US$132,000 (30 June 2024:
US$196,000). This is comprised solely of expenditure incurred on the Nyuni
Area PSA (30 June 2024: US$196,000), which relates mainly to own costs for
geological, geophysical and administrative work and licence maintenance costs,
along with training and licence fees. There was no expenditure incurred during
the six-month period on Kiliwani South Area (30 June 2024: US$nil). All
expenditure on the Nyuni Licence Area and the Kiliwani South Area continues to
be impaired immediately to the income statement upon recognition following
their full impairments in 2018 and 2021 respectively.

 

An impairment against the KNDL development asset within property, plant and
equipment ("PP&E") of US$163,000 (30 June 2024: US$107,000) was also
recognised during the six-month period, relating mainly to own costs for
geological, geophysical and administrative work and licence maintenance costs,
along with training and licence fees. All expenditure on the KNDL continues to
be impaired immediately to the income statement upon recognition following the
full impairment in 2021.

 

The Group's resulting net loss from operating activities was US$1.21 million
(30 June 2024: loss of US$1.30 million).

 

There was no finance income for the six-month period (30 June 2024: US$18,000,
as a result of foreign exchange gains). Finance costs amounted to US$293,000
(30 June 2024: US$76,000), comprising the decommissioning interest charge of
US$194,000 (30 June 2024: US$76,000), accrued interest of US$44,000 (30 June
2024: US$nil) on the Eclipse funding facility and foreign exchange losses of
US$55,000 (30 June 2024: US$nil).

 

The Group's net loss for the period amounted to US$1.50 million (30 June 2024:
US$1.35 million).

 

Balance Sheet

 

The Group's investment in exploration and evaluation assets decreased slightly
from US$38.93 million at 31 December 2024 to US$38.92 million at 30 June
2025.  This was due to a decrease in estimated decommissioning costs for the
Ruvuma PSA CGU as a result of changes to inflation and discount rates. As
noted above, all expenditure on the Nyuni Licence Area and the Kiliwani South
Area continues to be impaired immediately to the income statement upon
recognition as both are fully impaired. In accordance with the Group's
accounting policy, the Group does not record expenditure for its share of
costs that are carried by ARA Petroleum Tanzania Limited ("APT") in relation
to the Ruvuma PSA asset. The Group is carried for a total of US$35.0 million
of development expenditure on the Ruvuma PSA, with carried expenditure in the
period relating to development activities.

 

The carrying value of property, plant and equipment remained unchanged at
US$1,000 at both 31 December 2024 and 30 June 2025. Costs for the Kiliwani
North CGU are included in PP&E but are fully impaired (see Note 9).

 

Current assets amounted to US$2.43 million (31 December 2024: US$2.61 million)
with trade and other receivables of US$1.48 million (31 December 2024: US$1.48
million). Cash and cash equivalents amounted to US$0.95 million (31 December
2024: US$1.13 million). The decrease in current assets of US$0.18 million is
predominantly related to the reduction in cash due to administrative expenses,
tax payments and expenditures on E&E and PP&E assets, partially offset
by US$0.75 million received from the Eclipse funding facility.

 

Current liabilities amounted to US$9.22 million compared with US$8.19 million
at 31 December 2024. This balance included amounts payable to joint operations
partners for their profit shares from invoiced gas sales, related VAT payable
on the gas receivables invoices, provisions and accruals for taxes and
short-term borrowings under the Eclipse funding facility. The increase related
mainly to two further drawdowns during the period under the Eclipse funding
facility, plus accrued interest for the period, totalling US$0.79 million, and
an increase of US$0.39 million in accruals, including training and licence fee
invoices from the Petroleum Upstream Regulatory Authority in Tanzania. Offset
against these were a decrease of US$0.14 million in accrued WHT due to
payments made and a reduction of amounts due to joint operations partners of
US$0.13 million.

 

Non-current liabilities are US$5.93 million (31 December 2024: US$5.73
million) being the decommissioning provision. This increased during the period
mainly as a result of the unwinding of the discount during the period of
US$0.19 million.

 

Total equity has decreased by US$1.41 million between 31 December 2024 and 30
June 2025 to US$26.21 million (31 December 2024: US$27.62 million),
predominately due to the increase in the retained deficit arising from the
loss for the period.

 

Cash Flows

 

Net cash outflows from operating activities were US$0.83 million during the
period (30 June 2024: US$1.29 million), being mainly G&A expenditures and
payment of accrued indirect taxes. Net cash outflows from investing activities
amounted to US$0.04 million (30 June 2024: US$0.07 million), mainly for care
and maintenance expenditure on the KNDL. Cash inflows from financing
activities during the period were US$0.75 million received under the Eclipse
funding facility.  Net cash and cash equivalents for the six months ended 30
June 2025 therefore decreased by US$0.12 million compared with a decrease of
US$1.28 million for the comparative half-year period.  The balance of net
cash and cash equivalents at 30 June 2025 was US$0.95 million (30 June 2024:
US$1.78 million).

 

Related party transactions

 

There have been no material changes in the related party transactions
affecting the financial position or the performance of the Group in the period
since publication of the 2024 Annual Report other than those disclosed in Note
14 to the condensed consolidated financial statements.

 

Going Concern

 

The financial statements of the Group are prepared on a going concern basis.

 

The Directors have given careful consideration to the Group net current
liability position amounting to US$6.79 million and the Group's current
loss-making position and cash outflows, and its ability to continue as a going
concern, with the resultant need for adequate funding within the going concern
period. This included review of cash flow forecasts prepared by management for
the going concern period at least 12 months from approval of the financial
statements, review of the key assumptions on which these forecasts are based
and the sensitivity analysis. The forecasts reflect the Directors' best
estimate of expenditures and receipts during the going concern period. The
forecasts are regularly updated to enable continuous monitoring and management
of the Group's cash flow and liquidity risk. The forecasts indicate that,
subject to the principal assumptions noted below, the Group would have
adequate resources to continue as a going concern for the foreseeable future,
that is a period of not less than 12 months from the date of approval of the
financial statements.

 

As part of its analysis in making the going concern assumption, the Directors
have considered the range of risks facing the business on an ongoing basis, as
set out in the risk section of the 2024 Annual Report, that remain applicable
to the Group. The principal assumptions made in relation to the Group's going
concern assessments relate to the capital commitments on its operated assets
in Tanzania, the reservation of rights made by the Tanzania Petroleum
Development Corporation ("TPDC") in respect of certain claims that the
Directors consider are without merit, and the ongoing objections to tax
assessments in Tanzania (see Note 13).

 

Current liabilities of the Group exceeded its current assets as at 30 June
2025, mainly as a result of provisions made for some contested tax
assessments. As disclosed in Note 13, the Group received a tax assessment in
February 2020 from the Tanzania Revenue Authority ("TRA") of US$2.2 million in
relation to an audit of the Group's Tanzanian wholly owned subsidiary covering
the period from 2013 to 2015 and tax assessments in June 2022 for US$4.8
million in relation to audits covering the period from 2016 to 2018 and a
subsequent Demand Notice for some of these assessments in January 2025. These
tax assessments are excluded from the cash forecast as any cash outflow during
the going concern period is not considered probable based on either legal
advice or the timeframes for tax cases in Tanzania. Tax assessments received
in June 2023 from the TRA of US$3.3 million in relation to an audit covering
the period from 2019 to 2020 are included insofar as amounts are expected to
be payable under a payment plan negotiated with the TRA. Additionally,
development and decommissioning of the Group's assets in Tanzania is excluded
from the cash forecast as any such commitments are anticipated to be outside
the going concern period.

 

The Group commenced discussions with the Tanzanian authorities during 2022 to
return the Nyuni Area licence to the Ministry of Energy and such discussions
resulted in the Group being requested to market the licence in 2023 and 2024,
in an attempt to find a third-party partner willing to pursue and fund a
mutually agreed re-negotiated work programme. Regardless of whether the
farm-out process is successful or not, it is not considered probable that any
capital expenditure would arise in the period. However, a risk exists that the
Group lose the objections to the tax assessments or may be unable to
renegotiate or defer commitments relating to the development or
decommissioning of the operated Licence interests during the period, or that
the TPDC may take action to enforce their claims to certain rights during the
period and, therefore, the Group may need to raise additional funding to meet
these potential liabilities.

 

In addition, the Group currently has available a US$3.00 million funding
facility agreement between Aminex and Eclipse Investments LLC, a major
shareholder in the Company, signed in April 2024 (the "Facility"). The
Facility is available for drawdown until 18 April 2026 with no more than one
drawdown request, not to exceed US$375,000, to be made each calendar quarter.
Under the second tranche of this Facility, amounting to US$1.50 million, the
drawdown shall be at the absolute discretion of Eclipse and is subject to a
number of conditions. Interest accrues at a rate of the Secured Overnight
Financing Rate plus 8%. Advances may, at Eclipse's discretion, be set-off
against the Company's US$35 million carry in respect of the Ntorya Development
from ARA Petroleum Tanzania Limited (the "Carry"). If not set-off against the
Carry, Eclipse can demand repayments of the advances no earlier than 31
December 2026.

 

There is material uncertainty as to its ability to raise such additional
funding. This may result in the Group having to raise funds at whatever terms
are available at the time, which is not guaranteed.

 

These circumstances indicate that a material uncertainty exists that may cast
significant doubt on the Group's ability to continue as a going concern and,
therefore, the Group may be unable to realise their assets and discharge their
liabilities in the normal course of business. As the Group has been successful
in raising equity funds at various times and in similar circumstances in the
recent past on acceptable terms to the Group, the Directors have a reasonable
expectation that additional funding can be raised. Despite the aforementioned
material uncertainty, the Directors have confidence in the Group's forecasts
and have a reasonable expectation that the Group will continue in operational
existence for the foreseeable future and have therefore used the going concern
basis in preparing these financial statements. The financial statements do not
include the adjustments that would result if the Group was unable to continue
as a going concern.

 

Principal Risks and Uncertainties

 

The Group's strategic objectives for its principal activities, being the
production and development of and the exploration for oil and gas reserves,
are only achievable if certain risks are managed effectively. The Board has
overall accountability for determining the type and level of risk it is
prepared to take. The Board is assisted by the Audit and Risk Committee, which
oversees the process for review and monitoring of risks, and the
implementation of mitigation actions, by management. The Audit and Risk
Committee reviews management's findings regularly and reports to the Board
accordingly. Assessment of risks is made under five categories: Climate Change
Risks, Strategic Risks, Operational Risks, Compliance Risks and Financial
Risks.

 

Aminex has reviewed and assessed the principal risks and uncertainties at 30
June 2025 and concluded that the principal risks identified at 31 December
2024 and disclosed on pages 28 to 30 of the 2024 Annual Report are still
appropriate. The following are considered to be the key principal risks facing
the Group over the next six months although there are other risks which may
impact the Group's performance:

·      Ability to meet licence work commitments

·      Lack of exploration, appraisal and development drilling success

·      Adverse and unexpected tax assessments in Tanzania

·      Ability to secure other financing for Group operations

·      Political and fiscal uncertainties

 

Forward Looking Statements

 

Certain statements made in this half-yearly financial report are
forward-looking statements. Such statements are based on current expectations
and are subject to a number of risks and uncertainties that could cause actual
events or results to differ materially from the expected future events or
results referred to in these forward-looking statements.

Statement of Directors' Responsibilities

In respect of the Half-Yearly Financial Report

 

Each of the Directors who held office at the date of this report, confirm
their responsibility for preparing the half-yearly financial report in
accordance with the Transparency (Directive 2004/109/EC) Regulations 2007 (as
amended) and IAS 34 Interim Financial Reporting, as adopted by the EU and to
the best of each person's knowledge and belief:

 

·      The condensed consolidated financial statements comprising the
condensed consolidated income statement, the condensed consolidated statement
of comprehensive income, the condensed consolidated balance sheet, the
condensed consolidated statement of changes in equity, the condensed
consolidated statement of cashflows and the related explanatory notes have
been prepared in accordance with IAS 34 Financial Reporting as adopted by the
EU.

 

·      The Interim Management Report includes a fair review of the
information required by:

 

(a)   Regulation 8(2) of the Transparency (Directive 2004/109/EC)
Regulations 2007, being an indication of important events that have occurred
during the first six months of the financial year and their impact on the
condensed set of financial statements; and a description of the principal
risks and uncertainties for the remaining six months of the year; and

 

(b)   Regulation 8(3) of the Transparency (Directive 2004/109/EC)
Regulations 2007, being related party transactions that have taken place in
the first six months of the current financial year and that have materially
affected the financial position or performance of the entity during that
period; and any changes in the related party transactions described in the
last annual report that could do so.

 

 

 

 

On behalf of the Board

 

 

 

Charles Santos

Executive Chairman/Director

26 September 2025

 

 

Aminex PLC

CONDENSED CONSOLIDATED INCOME STATEMENT

for the six months ended 30 June
2025

 

                                                          Notes  Unaudited            Unaudited            Audited

                                                                 6 months ended       6 months ended       Year ended

                                                                 30 June 2025         30 June 2024         31 December 2024

                                                                 US$'000              US$'000              US$'000
 Continuing operations
 Revenue                                                  2      17                   21                   39
 Cost of sales                                                   (18)                 (29)                 (51)

 Gross loss                                                      (1)                  (8)                  (12)
 Administrative expenses                                         (912)                (986)                (1,769)
 Impairment against exploration and evaluation assets

                                                          8      (132)                (196)                (1,941)
 Impairment against property, plant and equipment assets

                                                          9      (163)                (107)                (1,481)

 Loss from operating activities                                  (1,208)              (1,297)              (5,203)
 Finance income                                           4      -                    18                   55
 Finance costs                                            5      (293)                (76)                 (153)

 Loss before tax                                                 (1,501)              (1,355)              (5,301)
 Income tax expense                                       6      -                    -                    -

 Loss for the period                                      2      (1,501)              (1,355)              (5,301)

 Loss per share
 Basic and diluted (US cents)                             7      (0.04)               (0.03)               (0.13)

 

 

CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

for the six months ended 30 June 2025

                                                                                 Unaudited            Unaudited          Audited

                                                                                 6 months ended       6 months ended     Year ended

                                                                                 30 June 2025         30 June 2024       31 December 2024

                                                                                 US$'000              US$'000            US$'000

 Loss for the period                                                             (1,501)              (1,355)            (5,301)

 Other comprehensive income
 Items that are or may be reclassified subsequently to profit or loss:
 Currency translation differences                                                72                   (8)                (31)

 Total comprehensive expense for the period attributable to the equity holders
 of the Company

                                                                                 (1,429)              (1,363)            (5,332)

Aminex PLC

CONDENSED CONSOLIDATED BALANCE SHEET

At 30 June
2025
 
 
 

 
 

                                                                                                                                 Notes  Unaudited           Unaudited              30 June                     Audited

                                                                                                                                        30 June         2024                                                   31 December 2024

                                                                                                                                        2025           US$'000                                                 US$'000

                                                                                                                                        US$'000
 Assets
 Non-current assets
 Exploration and evaluation assets                                                                                               8      38,923         38,001                                                  38,932
 Property, plant and equipment                                                                                                   9      1              3                                                       1

 Total non-current assets                                                                                                               38,924         38,004                                                  38,933

 Current assets
 Trade and other receivables                                                                                                     10     1,478          1,500                                                   1,479
 Cash and cash equivalents                                                                                                       11     952            1,778                                                   1,127

 Total current assets                                                                                                                   2,430          3,278                                                   2,606
 TOTAL ASSETS                                                                                                                           41,354         41,282                                                  41,539

 Equity
 Issued capital                                                                                                                         69,703         69,703                                                  69,703
 Share premium                                                                                                                          128,409        128,409                                                 128,409
 Other undenominated capital                                                                                                            234            234                                                     234
 Share option reserve                                                                                                                   1,660          1,603                                                   1,647
 Foreign currency translation reserve                                                                                                   (2,226)        (2,275)                                                 (2,298)
 Retained deficit                                                                                                                       (171,573)      (166,134)                                               (170,080)

 Total equity                                                                                                                           26,207         31,540                                                  27,615

 Liabilities
 Non-current liabilities
 Decommissioning provision                                                                                                              5,926          1,920                                                   5,732

 Total non-current liabilities                                                                                                          5,926          1,920                                                   5,732

 Current liabilities
 Trade and other payables                                                                                                        12     9,221          7,822                                                   8,192

 Total current liabilities                                                                                                              9,221          7,822                                                   8,192

 Total liabilities                                                                                                                      15,147         9,742                                                   13,924

 TOTAL EQUITY AND LIABILITIES                                                                                                           41,354         41,282                                                  41,539

 

 

 

Aminex PLC

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

for the six months ended 30 June 2025

 

 
Attributable to equity shareholders of the Company

 

                                                                                              Share premium  Other undenominated capital  Share option reserve  Foreign currency translation reserve  Retained deficit  Total equity

                                                                              Share capital
                                                                              US$'000         US$'000        US$'000                      US$'000               US$'000                               US$'000           US$'000

 At 1 January 2024                                                            69,695          128,340        234                          1,541                 (2,267)                               (164,934)         32,609
 Comprehensive income
 Loss for the period                                                          -               -              -                            -                     -                                     (1,355)           (1,355)
 Currency translation   differences

                                                                              -               -              -                            -                     (8)                                   -                 (8)
 Transactions with shareholders of the Company recognised directly in equity
 Shares issued                                                                8               69             -                            -                     -                                     -                 77
 Shares options reserve transfer

                                                                              -               -              -                            (155)                 -                                     155               -
 Share based payment charge                                                   -               -              -                            217                   -                                     -                 217

 At 30 June 2024                                                              69,703          128,409        234                          1,603                 (2,275)                               (166,134)         31,540
 Comprehensive income

 Loss for the period                                                          -               -              -                            -                     -                                     (3,946)           (3,946)
 Currency translation differences                                             -               -              -                            -                     (23)                                  -                 (23)
 Transactions with shareholders of the Company recognised directly in equity
 Share-based payment charge                                                   -               -              -                            44                    -                                     -                 44
                                                                              69,703          128,409        234                          1,647                 (2,298)                               (170,080)         27,615

 At 31 December 2024 as previously reported
 Comprehensive income
 Loss for the period                                                          -               -              -                            -                     -                                     (1,501)           (1,501)
 Currency translation differences

                                                                              -               -              -                            -                     72                                    -                 72
 Transactions with shareholders of the Company recognised directly in equity
 Shares issued                                                                -               -              -                            -                     -                                     -                 -
 Shares options reserve transfer

                                                                              -               -              -                            (8)                   -                                     8                 -
 Share based payment charge                                                   -               -              -                            21                    -                                     -                 21

 At 30 June 2025 (unaudited)                                                  69,703          128,409        234                          1,660                 (2,226)                               (171,573)         26,207

( )

 

 

 

 

Aminex PLC

CONDENSED CONSOLIDATED STATEMENT OF CASHFLOWS

for the six months ended 30 June 2025

 

                                                                 Unaudited           Unaudited          Audited

                                                                 6 months ended      6 months ended     Year ended

                                                                 30 June 2025        30 June 2024       31 December 2024

                                                                 US$'000             US$'000            US$'000
 Operating activities
 Loss for the financial period                                   (1,501)             (1,355)            (5,301)
 Depreciation and depletion                                      1                   1                  2
 Equity-settled share-based payments                             21                  217                261
 Finance income                                                  -                   (18)               (55)
 Finance costs                                                   293                 76                 153
 Impairment of exploration and evaluation assets                 132                 196                1,941
 Impairment of property, plant and equipment                     163                 107                1,481
 Trade receivables write-off                                     -                   -                  -
 (Increase) / decrease in trade and other receivables            (74)                (4)                85
 Increase / (decrease) in trade and other payables               136                 (506)              (729)
 Net cash (used in) / generated by operating activities          (829)               (1,286)            (2,162)
 Tax paid                                                        -                   -                  -
 Net cash (outflows) / inflows from operating activities         (829)               (1,286)            (2,162)

 Investing activities
 Acquisition of property, plant and equipment                    (23)                (43)               (219)
 Expenditure on exploration and evaluation assets                (18)                (29)               (40)
 Net cash (outflows) / inflows from investing activities         (41)                (72)               (259)

 Financing activities
 Proceeds from the issue of share capital                        -                -  77                 77
 Payment of transaction costs on issue of share capital          -                   -                  -
 Borrowings                                                      750                 -                  375
 Payment of interest on borrowings                               -                   -                  -

 Net cash inflows / (outflows) from financing activities         750                 77                 452

 Net (decrease) / increase in cash and cash equivalents          (120)               (1,281)            (1,969)
 Cash and cash equivalents at 1 January                          1,127               3,041              3,041
 Foreign exchange (loss)/gain                                    (55)                18                 55
 Cash and cash equivalents at end of the financial period        952                 1,778              1,127

 

 

 

 

Aminex PLC

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

for the six months ended 30 June 2025

 

1.    Basis of preparation

 

The condensed consolidated financial statements included in this Half-Yearly
Financial Report have been prepared in accordance with IAS 34 "Interim
Financial Reporting" as adopted by the European Union. They do not include all
of the information required for full annual statutory financial statements and
should be read in conjunction with the audited consolidated financial
statements of Aminex PLC as at and for the year ended 31 December 2024. The
financial information contained in the condensed financial statements has been
prepared in accordance with the accounting policies set out in the 2024 Annual
Report and Accounts.

 

The financial information presented herein does not amount to statutory
financial statements that are required by Part 6 of Chapter 4 of the Companies
Act 2014 to be annexed to the annual return of the Company. The statutory
financial statements for the financial year ended 31 December 2024 were
annexed to the annual return and filed with the Companies Registration Office
in Ireland. The audit report on those statutory financial statements was
unqualified and included an emphasis of matter paragraph relating to going
concern.

 

The financial statements have been prepared on the historical cost basis, as
modified for the measurement of certain financial instruments at fair value
through profit or loss. These financial statements are presented in US Dollars
("US$") which is the currency of the primary economic environment in which the
Group operates and are rounded to the nearest thousand, unless otherwise
stated. The preparation of the Half-Yearly Financial Report requires the
Directors to make judgements, estimates and assumptions that affect the
application of policies and reported amounts of certain assets, liabilities,
revenues and expenses together with disclosure of assets and liabilities.
Estimates and underlying assumptions relevant to these financial statements
are the same as those described in the last annual financial statements. Terms
used in this condensed set of consolidated financial statements are defined in
the Glossary on page 76 in the 2024 Annual Report and Accounts.

 

These condensed consolidated financial statements were authorised for issue by
the Board of Directors on 26 September 2025.

 

The Interim Report has not been audited or formally reviewed by the Company's
Auditor in accordance with the

International Standards on Auditing (ISAs) (Ireland) or International
Standards on Review Engagements (ISREs).

 

(i)            Going concern

 

The financial statements of the Group are prepared on a going concern basis.

 

The Directors have given careful consideration to the Group net current
liability position amounting to US$6.79 million and the Group's current
loss-making position and cash outflows, and its ability to continue as a going
concern, with the resultant need for adequate funding within the going concern
period. This included review of cash flow forecasts prepared by management for
the going concern period at least 12 months from approval of the financial
statements, review of the key assumptions on which these forecasts are based
and the sensitivity analysis. The forecasts reflect the Directors' best
estimate of expenditures and receipts during the going concern period. The
forecasts are regularly updated to enable continuous monitoring and management
of the Group's cash flow and liquidity risk. The forecasts indicate that,
subject to the principal assumptions noted below, the Group would have
adequate resources to continue as a going concern for the foreseeable future,
that is a period of not less than 12 months from the date of approval of the
financial statements.

 

As part of its analysis in making the going concern assumption, the Directors
have considered the range of risks facing the business on an ongoing basis, as
set out in the risk section of the 2024 Annual Report, that remain applicable
to the Group. The principal assumptions made in relation to the Group's going
concern assessments relate to the capital commitments on its operated assets
in Tanzania, the reservation of rights made by the Tanzania Petroleum
Development Corporation ("TPDC") in respect of certain claims that the
Directors consider are without merit, and the ongoing objections to tax
assessments in Tanzania (see Note 13).

 

Current liabilities of the Group exceeded its current assets as at 30 June
2025, mainly as a result of provisions made for some contested tax
assessments. As disclosed in Note 13, the Group received a tax assessment in
February 2020 from the Tanzania Revenue Authority ("TRA") of US$2.2 million in
relation to an audit of the Group's Tanzanian wholly owned subsidiary covering
the period from 2013 to 2015 and tax assessments in June 2022 for US$4.8
million in relation to audits covering the period from 2016 to 2018 and a
subsequent Demand Notice for some of these assessments in January 2025. These
tax assessments are excluded from the cash forecast as any cash outflow during
the going concern period is not considered probable based on either legal
advice or

Aminex PLC

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

for the six months ended 30 June 2025

 

1.    Basis of preparation (continued)

 

(i)      Going concern (continued)

 

the timeframes for tax cases in Tanzania. Tax assessments received in June
2023 from the TRA of US$3.3 million in relation to an audit covering the
period from 2019 to 2020 are included insofar as amounts are expected to be
payable under a payment plan negotiated with the TRA. Additionally,
development and decommissioning of the Group's assets in Tanzania is excluded
from the cash forecast as any such commitments are anticipated to be outside
the going concern period.

 

The Group commenced discussions with the Tanzanian authorities during 2022 to
return the Nyuni Area licence to the Ministry of Energy and such discussions
resulted in the Group being requested to market the licence in 2023 and 2024,
in an attempt to find a third-party partner willing to pursue and fund a
mutually agreed re-negotiated work programme. Regardless of whether the
farm-out process is successful or not, it is not considered probable that any
capital expenditure would arise in the period. However, a risk exists that the
Group lose the objections to the tax assessments or may be unable to
renegotiate or defer commitments relating to the development or
decommissioning of the operated Licence interests during the period, or that
the TPDC may take action to enforce their claims to certain rights during the
period and, therefore, the Group may need to raise additional funding to meet
these potential liabilities.

 

In addition, the Group currently has available a US$3.00 million funding
facility agreement between Aminex and Eclipse Investments LLC, a major
shareholder in the Company, signed in April 2024 (the "Facility"). The
Facility is available for drawdown until 18 April 2026 with no more than one
drawdown request, not to exceed US$375,000, to be made each calendar quarter.
Under the second tranche of this Facility, amounting to US$1.50 million, the
drawdown shall be at the absolute discretion of Eclipse and is subject to a
number of conditions. Interest accrues at a rate of the Secured Overnight
Financing Rate plus 8%. Advances may, at Eclipse's discretion, be set-off
against the Company's US$35 million carry in respect of the Ntorya Development
from ARA Petroleum Tanzania Limited (the "Carry"). If not set-off against the
Carry, Eclipse can demand repayments of the advances no earlier than 31
December 2026.

 

There is material uncertainty as to its ability to raise such additional
funding. This may result in the Group having to raise funds at whatever terms
are available at the time, which is not guaranteed.

 

These circumstances indicate that a material uncertainty exists that may cast
significant doubt on the Group's ability to continue as a going concern and,
therefore, the Group may be unable to realise their assets and discharge their
liabilities in the normal course of business. As the Group has been successful
in raising equity funds at various times and in similar circumstances in the
recent past on acceptable terms to the Group, the Directors have a reasonable
expectation that additional funding can be raised. Despite the aforementioned
material uncertainty, the Directors have confidence in the Group's forecasts
and have a reasonable expectation that the Group will continue in operational
existence for the foreseeable future and have therefore used the going concern
basis in preparing these financial statements. The financial statements do not
include the adjustments that would result if the Group was unable to continue
as a going concern.

 

(ii)     Use of judgements and estimates

 

The preparation of the condensed consolidated financial statements requires
management to make judgements, estimates and assumptions that affect the
application of accounting policies and the reported amounts of assets,
liabilities, income and expenses. Actual results may differ from these
estimates.

 

Estimates and underlying assumptions are reviewed on an ongoing basis.
Revisions to accounting estimates are recognised in the period in which the
estimates are revised and in any future periods affected.

 

The significant judgements made by management in applying the Group's
accounting policies and the key sources of estimation uncertainty were the
same as those described in the 2024 Annual Report and Accounts.

 

 

 

 

 

 

Aminex PLC

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

for the six months ended 30 June 2025

 

1.    Basis of preparation (continued)

 

(iii)    New and amended standards adopted by the Group

 

A number of amended standards became effective for the financial year
beginning on 1 January 2025; however, the Group did not have to change its
accounting policies or make retrospective adjustments as a result of adopting
these amended standards.

 

(iv)    Impact of standards issued but not yet adopted by the Group

 

There are no standards issued but not yet adopted by the Group.

 

2.      Segmental disclosure - continuing operations

 

An operating segment is a component of the Group that engages in business
activities from which it may earn revenues and incur expenses, including
revenues and expenses that relate to transactions with any of the Group's
other components.

 

The Group considers that its operating segments consist of (i) Producing Oil
and Gas Properties, (ii) Exploration Activities and (iii) Oilfield Services.
These segments are those that are reviewed regularly by the Chief Operating
Decision Maker (Executive Chairman) to make decisions about resources to be
allocated to the segment and assess its performance and for which discrete
financial information is available. However, the Group further analyses these
by region for information purposes. Segment results include items directly
attributable to the segment as well as those that can be allocated on a
reasonable basis. Unallocated Aminex Group items comprise mainly head office
expenses, cash balances and certain other items.

 

The Group's revenue is derived from contracts with customers. The timing of
revenue streams depends on the following for products and services:

 

Producing oil and gas assets

The Group satisfies its performance obligation by transferring a nominated
volume of gas to its customer. The title to gas transfers to a customer when
the customer takes physical possession of the gas at the contracted delivery
point. The gas needs to meet certain agreed specifications. The Group
generated no revenue for the period under this segment (30 June 2024: US$nil).

 

Oilfield services

Revenue for services is recognised as services are rendered to the customer.
All services rendered by the Group relate to jointly controlled operations to
which the Group is a party and the terms of the services provided are subject
to service contracts.

 

The IFRS 8 operating segments as follows (i) Producing Oil and Gas Properties,
(ii) Exploration Activities and (iii) Oilfield Services are the disaggregation
of revenue from customers as required by IFRS 15.

 

 

 

Aminex PLC

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

for the six months ended 30 June 2025

 

2.      Segmental disclosure - continuing operations (continued)

 

Operating segment results - 30 June 2025 (unaudited)

 

 US$'000                                                         Tanzania                                   Tanzania                          UK                             Unallocated
                                                                 Producing oil and gas properties                                                                            Corporate Aminex

                                                                                                            Exploration activities            Oilfield services               Group

                                                                                                                                                                                                         Total
                                                                 30 June 2025                               30 June 2025                      30 June 2025                   30 June                     30 June 2025

                                                                                                                                                                             2025
 Revenue                                                         -                                          -                                 17                             -                           17
 Cost of sales                                                   -                                          -                                 (18)                           -                           (18)
 Gross loss                                                      -                                          -                                 (1)                            -                           (1)
 Depreciation                                                    -                                          -                                 -                              (1)                         (1)
 Administrative expenses                                         (190)                                      -                                 (97)                           (624)                       (911)
 Impairment against PP&E assets                                  -                                          (163)                             -                              -                           (163)
 Impairment against exploration and evaluation assets            -                                          (132)                             -                              -                           (132)
 Loss from operating activities                                  (190)                                      (295)                             (98)                           (625)                       (1,208)
 Finance costs                                                   (62)                                       (132)                             -                              (44)                        (238)
 Finance income                                                  -                                          -                                 -                              -                           -
 Foreign exchange gains                                          -                                          -                                 -                              (55)                        (55)
 Loss before tax                                                 (252)                                      (427)                             (98)                           (724)                       (1,501)
 Taxation                                                        -                                          -                                 -                              -                           -
 Loss for the period                                             (252)                                      (427)                             (98)                           (724)                       (1,501)

 Segment assets                                                  1,247                                      39,043                            -                              1,064                       41,354
 Segment liabilities                                             (3,957)                                    (7,064)                           -                              (4,126)                     (15,147)
 Capital expenditure additions                                   163                                        123                               -                              -                           286
 Other material non-cash items
 Share based payments (Note 3)                                   -                                          -                                 -                              (21)                        (21)
 Unwinding of discount on decommissioning provision (Note 5)     (62)                                       (132)                             -                              -                           (194)

Operating segment results - 30 June 2024 (unaudited)

 

 US$'000                                                      Tanzania                              Tanzania                     UK                      Unallocated
                                                              Producing oil and gas properties                                                           Corporate Aminex Group

                                                                                                    Exploration activities       Oilfield services

                                                                                                                                                                                   Total
                                                              30 June 2024                          30 June 2024                 30 June 2024            30 June                   30 June 2024

                                                                                                                                                         2024
 Revenue                                                      -                                     -                            21                      -                         21
 Cost of sales                                                (9)                                   (2)                          (18)                    -                         (29)
 Gross loss                                                   (9)                                   (2)                          3                       -                         (8)
 Depreciation                                                 -                                     -                            -                       (1)                       (1)
 Administrative expenses                                      (75)                                  -                            (97)                    (813)                     (985)
 Impairment against PP&E assets                               -                                     (107)                        -                       -                         (107)
 Impairment against exploration and evaluation assets         -                                     (196)                        -                       -                         (196)
 Loss from operating activities                               (84)                                  (305)                        (94)                    (814)                     (1,297)
 Finance costs                                                (16)                                  (61)                         -                       1                         (76)
 Finance income                                               -                                     -                            -                       -                         -
 Foreign exchange gains                                       -                                     -                            -                       18                        18
 Loss before tax                                              (100)                                 (366)                        (94)                    (795)                     (1,355)
 Taxation                                                     -                                     -                            -                       -                         -
 Loss for the period                                          (100)                                 (366)                        (94)                    (795)                     (1,355)

 Segment assets                                               1,483                                 38,123                       -                       1,676                     41,282
 Segment liabilities                                          (2,415)                               (3,528)                      -                       (3,799)                   (9,742)
 Capital expenditure additions                                107                                   220                          -                       -                         327
 Other material non-cash items
 Share based payments (Note 3)                                -                                     -                            -                       (217)                     (217)
 Unwinding of discount on decommissioning provision (Note 5)  (15)                                  (61)                         -                       -                         (76)

Aminex PLC

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

for the six months ended 30 June 2025

 

3.      Share based payments

 

Aminex PLC operates or operated the following share option schemes:

·      Executive Share Option Scheme ("ESOS"). Under the terms of the
ESOS, certain Directors and employees of Aminex PLC, and its subsidiary
companies, were entitled to subscribe for Ordinary Shares in Aminex PLC at the
market value on the date of the granting of the options. Options are granted
at market price, in accordance with the ESOS rules, with reference to the
average closing price for the fourteen days prior to the grant of options. The
ESOS expired on 10 May 2020 and therefore no further share options will be
granted pursuant to the ESOS. The vesting and expiry conditions for ESOS
options in place during the period are as follows:

 Date of Grant                Vesting                                                                  Expiry
 February 2019                Immediately upon grant                                                   10 years after date of grant
 November 2019, January 2020  In tranches subject to the achievement of certain market and non-market  7 years after date of grant
                              performance conditions
 February 2020                Immediately upon grant                                                   Expired February 2025

·      New Restricted Share Plan ("New RSP"). The New RSP was adopted by
the Board on 1 July 2020 and approved by shareholders of the Company at its
AGM on 29 July 2020. Under the terms of the New RSP, certain Directors and
employees of Aminex PLC, and its subsidiary companies, are eligible to
participate in the New RSP. Options may not be granted after 1 July 2030 and
the exercise price of an option will be no less than 70% of the closing price
for the ten days prior to the grant of options. The vesting and expiry
conditions for New RSP options remaining in place during the period are as
follows:

 Date of Grant      Vesting                                                                        Expiry
 January 2022       50% on date of grant, 25% 6 months after grant, 25% 12 months after grant      5 years after date of grant
 December 2022      25% on each of 6, 12, 18 and 24 months after grant                             5 years after date of grant
 June, August 2023  When average closing share price is no lower than Stg.2.00p for 5 consecutive  5 years after date of grant
                    trading days
 December 2024      50% on 1 January 2025, 50% on 1 January 2026                                   5 years after date of grant

 

No more than 10% of the Ordinary Shares in the Company, from time to time, may
be issued or remain issuable for the purposes of the New RSP, the ESOS or any
other employee share plan.

 

There were no share options granted during the period.

 

The fair value at the grant date is measured using a recognised valuation
methodology for the pricing of financial instruments i.e. the Black-Scholes
method.  The following expenses have been recognised in the income statement
arising on share-based payments and included within administrative expenses:

 

                             Unaudited          Unaudited           Audited

                             6 months ended     6 months ended       year ended

                             30 June            30 June             31 December 2024

                              2025               2024               US$'000

                             US$'000            US$'000

 Share-based payment charge  21                 217                            261

 

On 30 June 2025, there were options granted under the ESOS and the New RSP
outstanding over 131,161,000 (31 December 2024: 127,861,000) Ordinary Shares
which are exercisable at prices ranging from Stg 0.60 pence to Stg 1.56 pence
per share and which expire at various dates up to 2029. The weighted average
remaining contractual life of the options outstanding is 2.02 years (31
December 2024: 2.50 years). The average share price for the six months ended
30 June 2025 was Stg1.16pence / €0.0138 (year ended 31 December 2024:
Stg1.18 pence / €0.01220).

 

 

 

Aminex PLC

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

for the six months ended 30 June 2025

 

4.      Finance income

                        Unaudited            Unaudited            Audited

                        6 months ended       6 months ended        year ended

                        30 June              30 June              31 December 2024

                        2025                 2024                 US$'000

                        US$'000              US$'000

 Foreign exchange gain  -                    18                   55
                        -                    18                   55

 

5.      Finance costs

                                                                  Unaudited            Unaudited            Audited

                                                                  6 months ended       6 months ended        year ended

                                                                  30 June              30 June              31 December 2024

                                                                   2025                 2024                US$'000

                                                                  US$'000              US$'000

 Interest expense                                                 44                   -                    1
 Other finance costs - decommissioning provision interest charge

 Foreign exchange loss                                            194                  76                   152

                                                                  55                   -                    -
                                                                  293                  76                   153

 

6.      Tax

 

The Group has not provided any tax charge for the six-month periods ended 30
June 2025 and 30 June 2024. The Group's operating divisions have accumulated
losses which are expected to exceed profits earned by operating entities for
the foreseeable future.

 

7.      Loss per share from continuing activities

 

The profit or loss per Ordinary Share is calculated using a numerator of the
profit or loss for the financial period and a denominator of the weighted
average number of Ordinary Shares in issue for the financial period.  The
diluted profit per Ordinary Share is calculated using a numerator of the
profit for the financial period and a denominator of the weighted average
number of Ordinary Shares outstanding and adjusted for the effect of all
potentially dilutive shares, including share options and share warrants,
assuming that they have been converted.

 

The calculations for the basic and diluted earnings per share of the financial
periods ended 30 June 2025, 30 June 2024 and the year ended 31 December 2024
are as follows:

                                                      Unaudited          Unaudited          Audited

                                                      6 months ended     6 months ended     Year

                                                      30 June            30 June            ended

                                                      2025               2024               31 December 2024
 Numerator for basic and diluted earnings per share:
 Loss for the financial period (US$'000)              (1,501)            (1,355)            (5,301)

 Weighted average number of shares:
 Weighted average number of ordinary shares ('000)    4,215,473          4,211,738          4,215,473

 Basic and diluted loss per share (US cents)          (0.04)             (0.03)             (0.13)

 

There is no difference between the basic loss per Ordinary Share and the
diluted loss per Ordinary Share for the financial periods ended 30 June 2025,
30 June 2024 and the year ended 31 December 2024 as all potentially dilutive
Ordinary Shares outstanding were anti-dilutive. There were 203,411,000 share
options in issue at 30 June 2025, 195,611,000 share options in issue at 30
June 2024 and 204,611,000 share options in issue at 31 December 2024.

 

 

Aminex PLC

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

for the six months ended 30 June 2025

 

8.      Exploration and evaluation assets

 

                                   US$'000

 Cost
 At 1 January 2025                 107,771
 Additions                         123
 At 30 June 2025                   107,894

 Provisions for impairment

 At 1 January 2025                 68,839
 Increase in impairment provision  132
 At 30 June 2025                   68,971

 Net book value

 At 30 June 2025                   38,923

 At 31 December 2024               38,932

The Group does not hold any property, plant and equipment within exploration
and evaluation assets.

 

The additions to exploration and evaluation assets during the period relate
mainly to own costs capitalised for geological, geophysical and administrative
("GG&A") work and licence maintenance costs, along with training and
licence fees under the respective PSAs, plus an increase in estimates for
decommissioning costs.

 

The amount for exploration and evaluation assets represents active exploration
projects. These will ultimately be written off to the Income Statement as
exploration costs if commercial reserves are not established but are carried
forward in the Balance Sheet whilst the determination process is not yet
completed and there are no indications of impairment having regard to the
indicators in IFRS 6.

 

In accordance with its accounting policies each CGU is evaluated annually for
impairment, with an impairment test required when a change in facts and
circumstances, in particular with regard to the remaining licence terms,
likelihood of renewal, likelihood of further expenditures and ongoing acquired
data for each area, result in an indication of impairment.

 

Ruvuma PSA

 

The Ruvuma PSA comprised two exploration licences; Mtwara and Lindi.

 

On 22 October 2020, the Ruvuma Farm-Out was completed and the Group's wholly
owned subsidiary, Ndovu Resources Limited, transferred a 50% interest in, and
operatorship of, the Ruvuma PSA to ARA Petroleum Tanzania Limited ("APT"), a
related party of the Group. The Group now holds a 25% interest in the Ruvuma
PSA with a US$35.0 million carry through to potentially significant volumes of
production.

 

In January 2024 a gas sales agreement was signed and the Ntorya Development
Licence was granted in May 2024 over blocks within the Mtwara area. Work on
the Ntorya site includes land acquisition for the upstream processing
facilities and the Chikumbi-1 well location and expansion of another nearby
site to accommodate the construction of a camp and storage yard. Further work
to be undertaken includes conducting a well-test on Ntorya-2 and converting it
to a producing well, drilling the Chikumbi-1 well with a view to converting it
to a producing well, carrying out a well workover at Ntorya-1, before turning
it into a producing well, and construction of processing facilities and
flowlines. The rig contract tender strategy was approved by the Petroleum
Upstream Regulatory Authority in August 2025. First gas is anticipated shortly
after the pipeline carrying the gas away from the field is completed by TPDC,
which is expected by July 2026. The pipeline engineering, procurement and
construction contract was awarded in July 2025.

 

The Farm-Out secured funding for the next phase of development for the Ruvuma
PSA CGU, for which the Group will be carried for its share up to US$35.0
million, equivalent to US$140.0 million gross field expenditure. The Carry
balance as at 30 June 2025 was US$29.0 million (30 June 2024: US$29.4
million). There is a clear development plan for the asset outlined by the
operator, APT, with the support of the JV partners. Management consider that
there continues to be no impairment indicators in respect of the Mtwara
Licence costs.

 

Aminex PLC

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

for the six months ended 30 June 2025

 

8.      Exploration and evaluation assets (continued)

 

The Lindi Licence costs, totalling US$10.41 million, remain fully impaired.

 

Nyuni Area PSA

 

Aminex fully provided for the Nyuni Area PSA exploration asset in 2018
following confirmation from the Tanzanian authorities that the Nyuni Licence
period ended in October 2019, coupled with the communication from the Tanzania
Ministry of Energy to withhold all work on the licence, pending a review of
the Nyuni Area PSA. The Company was unable to progress the work programme and,
therefore, the Directors concluded that the carrying cost of the Nyuni asset
should be fully impaired. In April 2022 the Group commenced the process to
hand back the licence to the Ministry. Subsequently, it was agreed with the
Tanzanian authorities that the Group will continue its attempts to attract
industry partners to participate in the licence. The likely outcome of these
attempts however remains uncertain and consequently the Directors maintained
their position of a full impairment over the Nyuni Area PSA CGU. Expenditure
during the year is capitalised and then immediately impaired to the income
statement as impairment against exploration and evaluation assets.

 

Kiliwani South

 

The Kiliwani South CGU, located within the Kiliwani North Development Licence
acreage, was previously identified as a potential lead. The Kiliwani South
prospect was estimated by management to contain a mean 57 BCF un-risked GIIP
and the prospect was reviewed by RPS in their February 2018 CPR.

 

During 2021, the Group proposed no work programme and allocated no budget
towards the future development of the Kiliwani South CGU. This was due to no
agreement reached with the Ministry of Energy on the work commitments over the
Nyuni Area PSA and the delay to agreeing commercial terms on the Kiliwani
North Development Licence. The Group previously considered any future drilling
on the Licence would be dependent upon improved seismic resolution of the
target structures that would result from the acquisition and interpretation of
a 3D seismic survey, which would only be economic if conducted over both the
KNDL and immediately adjacent areas within the Nyuni Area PSA. In line with
the requirements of IFRS 6 this is an indicator of impairment. The Directors
concluded in 2021 that the carrying value of the Kiliwani South asset should
be fully impaired. Although a budget has been approved for 2025 this is for
licence maintenance and support only, and the Directors conclude that full
impairment should continue in 2025. There was however no expenditure during
the period. Any reversal of the impairment would be dependent on an
established development programme for the area, including a seismic and
drilling programme where an assessment of the carrying value of the CGU would
be reviewed.

 

9.      Property, plant and equipment

                                            Development property - Tanzania

                                                                             Other assets   Total
                                            US$'000                          US$'000        US$'000
 Cost
 At 1 January 2025                          9,934                            71             10,005
 Additions in the period                    163                              -              163
 Exchange rate adjustment                   -                                7              7
 At 30 June 2025                            10,097                           78             10,175

 Depreciation and depletion
 At 1 January 2025                          9,934                            70             10,004
 Charge for the period                      -                                1              1
 Increase in impairment provision           163                              -              163
 Exchange rate adjustment                   -                                6              6
 At 30 June 2025                            10,097                           77             10,174

 Net book value
 At 30 June 2025                            -                                1              1

 At 31 December 2024                        -                                1              1

 

Aminex PLC

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

for the six months ended 30 June 2025

 

9.      Property, plant and equipment (continued)

 

Development property - Tanzania

The Kiliwani North Development Licence ("KNDL") was awarded by the Tanzanian
Government in April 2011.  Production from the Kiliwani North-1 well ("KN-1")
commenced on 4 April 2016 and depletion was calculated with reference to the
remaining reserves of 1.94 BCF, which were ascribed to the field as at 1
January 2018 in an independent reserves and resources report prepared by RPS
in February 2018. The report also identified a contingent resource of 30.8 BCF
in addition to the reserves. The well produced approximately 6.4 BCF of gas
until production became intermittent in early 2018. There has been no
commercial production from the well since March 2018.

 

During 2021, although the Group and TPDC reached agreement on the settlement
of past outstanding gas sales and related amounts due to the TPDC, certain
rights were reserved by both parties over areas that remain unresolved related
to commercial terms over production from the area (see Note 13). Any
development of the KNDL requires prior agreement on commercial terms. During
2021, the KN-1 well remained idle, no progress was made with the TPDC on
remediation of the well as discussions continued to focus on commercial terms
over the Licence, and the Group proposed no work programme and allocated no
budget over the KNDL for 2022. The Directors concluded in 2021 that these all
indicated the asset was impaired.

 

In accordance with IAS 36, the Group conducted an impairment test as at 31
December 2021 on a value-in-use basis. The cash-generating unit for the
purpose of impairment testing is the KN-1 well. The Company uses a financial
model of the forecast discounted cash flow to calculate the assets
value-in-use. However, as key judgements for the 2021 impairment test
concluded no production, the value in use calculation was US$nil.

 

Consequently, the Directors concluded that the Kiliwani North CGU was fully
impaired as at 31 December 2021. These conditions and assessments have
continued and therefore expenditures incurred during the financial period were
capitalised and immediately impaired.

 

10.    Trade and other receivables

 

Trade and other receivables amounted to US$1.48 million at the period end (31
December 2024: US$1.48 million). Within these totals there was a decrease in
amounts due from joint operations partners of US$0.08 million and an increase
in VAT receivable of US$0.06 million.

 

11.    Cash and cash equivalents

 

                           Unaudited          Unaudited          Audited

                           6 months ended     6 months ended      year ended

                           30 June            30 June            31 December 2024

                            2025               2024              US$'000

                           US$'000            US$'000

 Cash at bank and in hand  952                1,778              1,127

 

Included in cash and cash equivalents is an amount of US$0.74 million (31
December 2024: US$0.87 million) held on behalf of partners in jointly
controlled operations.

 

12.    Trade and other payables

 

Trade and other payables amounted to US$9.22 million at the period end (31
December 2024: US$8.19 million).  The increase is mainly due to further
short-term borrowings, plus interest, of US$0.79 million from the Eclipse
funding facility and an increase of US$0.39 million in accruals (including
training and licence fee invoices from the Petroleum Upstream Regulatory
Authority in Tanzania). Offset against these was a decrease of US$0.14 million
in WHT payable due to payments made and a reduction in amounts due to joint
operations partners of US$0.13 million. Within trade and other payables are
amounts due to partners in joint operations and VAT payable which include
amounts arising on gas sales.

 

The Directors consider that the carrying amounts of trade payables approximate
their fair value.

 

Aminex PLC

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

for the six months ended 30 June 2025

 

13.    Commitments, guarantees and contingent liabilities

 

Commitments

 

In accordance with the relevant PSAs, Aminex has a commitment to contribute
its share of the following outstanding work programmes:

 

(a)    Following the grant of the first extension to the Nyuni Area PSA,
Tanzania, the terms of the licence require the acquisition of 700 kilometres
of 3D seismic over the deep-water sector of the licence, and the drilling of
four wells, on the continental shelf or in the deep-water, by October 2019.
The Group commenced discussions in 2022 with the Tanzanian authorities to hand
back the Nyuni Area licence which resulted in Aminex being requested to market
the licence in 2023 in an attempt to find a third-party partner willing to
pursue and fund a mutually agreed renegotiated work programme. It is
acknowledged that only part of the seismic acquisition commitment and none of
the drilling commitment under the licence has been undertaken.

 

(b)    The Ruvuma PSA, Tanzania, originally comprised two licences, one
being the Mtwara Exploration Licence ("Exploration Licence"). In May 2024, the
Ministry of Energy in Tanzania granted a 25-year development licence
("Development Licence") over the Ntorya gas discovery area to the Ruvuma joint
venture. The Development Licence divides the Exploration Licence area into
nine blocks: five blocks containing the Ntorya discovery and four blocks
labelled as "adjoining blocks". Pursuant to the Development Licence, the
Ruvuma joint venture parties are required to (a) drill the Chikumbi-1 well
(carried over as an outstanding obligation from the Exploration Licence) and
(b) undertake the following work programme over the four adjoining blocks to
the discovery area: geological, geophysical and geochemical studies; drill one
exploration well within five years of the start of production under the
Development Licence; spend a minimum of US$10 million. Further discoveries in
the adjoining blocks will fall under the Development Licence. If such work
programme is not carried out over the adjoining blocks within five years of
commencement of production from Ntorya, such blocks shall be relinquished by
the Ruvuma joint venture parties.

 

Guarantees and contingent liabilities

 

(a)    Under the terms of the Addendum to the Ruvuma PSA, Ndovu Resources
Limited, a subsidiary company of Aminex PLC, has provided security to the TPDC
for up to 15% of the profit share of the Kiliwani North Development Licence to
guarantee the amended four-well drilling commitment under the Ruvuma PSA. For
each well drilled the security interest will be reduced by 3% for the first
well and 4% thereafter.

 

(b)    The Company guarantees certain liabilities and commitments of
subsidiary companies from time to time, including the commitments of Ndovu
Resources Limited under the Nyuni Area PSA. Management has assessed the
possible outcomes of these liabilities and commitments in accordance with IFRS
9 and no material losses are expected to arise.

 

(c)     On 11 April 2018, Ndovu Resources Limited received formal
notification from the TPDC of certain claims amounting to US$5.97 million
against the Kiliwani North Development Licence with regard to unpaid royalties
and amounts due under profit share arrangements. The agreed amounts claimed
were offset as part of the settlement agreement signed in October 2021 between
the Group and the TPDC. As part of the settlement agreement, both parties
reserved certain rights including the TPDC reserving its rights in relation to
unpaid royalties and profit share arrangements. Aminex has advised the TPDC
that it does not accept the balance of the claims, which TPDC estimates to be
US$4.18 million (Aminex's net share is equal to US$2.74 million). The Group
has received legal advice in country that supports its position, and this has
been provided to the TPDC. The Directors believe these claims are without
merit and do not consider it appropriate at this stage to provide for these
claims.

 

 

 

 

 

 

 

 

 

Aminex PLC

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

for the six months ended 30 June 2025

 

13.    Commitments, guarantees and contingent liabilities (continued)

 

Tanzanian Tax Assessments

 

On 28 February 2020, following the conclusion of the TRA audit of Ndovu
Resources Limited ("NRL"), the Group's Tanzanian wholly owned subsidiary, for
taxation years 2013 to 2015, the TRA issued tax assessments in respect of
these taxation years. The following material matters were raised in the
assessments:

 

                                                                                           Principal      Interest    Total
                                                                                           US$'000        US$'000     US$'000
 Area
 Withholding tax  WHT on payments made to non-residents for services performed outside of  242            182         424
                  Tanzania
 VAT              Output VAT on imported services                                          191            156         347
 Withholding tax  WHT on deemed interest                                                   797            664         1,461
                                                                                           1,230          1,002       2,232

 

On 3 June 2022, following the conclusion of the TRA audit of NRL for taxation
years 2016 to 2018, the TRA issued tax assessments in respect of these
taxation years. The following material matters were raised in the assessments:

                                                   Principal      Interest    Total
                                                   US$'000        US$'000     US$'000
 Area
 VAT                     VAT on Ruvuma Farm-Out    1,221          233         1,454
 Pay As You Earn (PAYE)  PAYE on Director's fees   92             45          137
                                                   1,313          278         1,591

 

On 28 June 2022, following the conclusion of the TRA corporate income tax
audit of NRL for taxation years 2016 to 2018, the TRA issued tax assessments
in respect of these taxation years. The following matters were raised in the
assessments:

                                                       Principal      Interest    Total
                                                       US$'000        US$'000     US$'000
 Area
 Corporate tax  Under declaration of revenue for 2016  365            145         510
 Corporate tax  Under declaration of revenue for 2017  1,438          394         1,832
 Corporate tax  Under declaration of revenue for 2018  772            143         915
                                                       2,575          682         3,257

 

NRL considers all the above claims to be without technical merit in tax law
and with the assistance of in-country tax advisors, has submitted objections
to the assessments. At this stage it is unclear whether NRL will be successful
in its objections and therefore the amount or timing of potential cash outflow
remains uncertain. Provision has been made for amounts NRL has ceded or where
management determine the likelihood of success through the objection or
appeals process is unlikely. There were no developments on the above claims
after 2020 and 2022 respectively until January 2025 when the TRA issued a
demand notice for three of the five 2020 assessments (including VAT) and all
five of the 2022 non-corporate income tax assessments (including VAT and
PAYE). NRL replied to the demand notice in January 2025, reiterating its
objections and detailing correspondence on these matters (to which the TRA had
not responded), but an answer has not yet been received.

 

On 20 June 2023, following the conclusion of the TRA corporate income and
other taxes audits of NRL for taxation years 2019 and 2020, the TRA issued tax
assessments in respect of these taxation years. The corporate income tax
assessments covered disallowance of costs, totalling US$760,000 for the two
years, with no amounts due. The following material matters were raised in the
assessments of other taxes (interest was subsequently waived in June 2024):

 

 

 

 

 

 

 

Aminex PLC

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

for the six months ended 30 June 2025

 

13.    Commitments, guarantees and contingent liabilities (continued)

 

                                                                          Principal      Interest    Total
                                                                          US$'000        US$'000     US$'000
 Area
 Withholding tax              WHT accrued not paid                        1,062          181         1,243
 Withholding tax              WHT on foreign services                     357            57          414
 VAT                          VAT accrued not paid                        358            -           358
 VAT                          VAT accrued not paid (Gas Sales Agreement)  920            -           920
 Excise Duty                  ED accrued not paid (Gas Sales Agreement)   297            -           297
                                                                          2,994          238         3,232

 

The majority of these amounts were already accrued in the accounts of NRL.
Objections were filed in July 2023 to some of the amounts but delays in
receiving replies from the TRA led to the TRA rejecting these and eventually
imposing an Instalment Plan ("IP") for monthly payments from October 2023 to
October 2024 for 100% of the assessment amounts. Four payments were made under
this IP up to January 2024. The IP was revised in June 2024, and again in
August 2025, with monthly payments scheduled up to December 2025 and payment
of the remaining balance subject to agreement. Payments of US$1.10 million
were made in 2023, US$0.43 million in 2024 and US$0.13 million for the period
January to June 2025. In addition, NRL is currently formulating its response
to the rejection of its filed objections. At this stage it is unclear whether
NRL will be successful in its objections and therefore the amount or timing of
potential cash outflow remains uncertain. Provision had been made at 31
December 2024 for interest on non-objected amounts, but all unpaid interest
was subsequently waived by the TRA in June 2024 and the provisions released.

 

The claims detailed above total US$10.31 million, of which US$1.90 million has
been paid or waived and US$2.33 million has been accrued or provided for.
Amounts accrued or provided for are included in Trade and other payables
within WHT payable, VAT payable and Other payables.

 

The information usually required by IAS 37 Provisions, Contingent Liabilities
and Contingent Assets is not disclosed on the grounds that it can be expected
to prejudice seriously the outcome of the tax assessments.

 

14.    Related party transactions

 

During the period under review, the Group received a further US$0.75 million
under the funding facility with Eclipse Investments LLC, a significant
shareholder in Aminex PLC. Apart from this, there have been no material
changes in the related party transactions affecting the financial position or
the performance of the Group in the period since publication of the 2024
Annual Report.

 

15.    Post balance sheet events

 

There are no post balance sheet events to report.

 

16.    Statutory information

 

The financial information to 30 June 2025 and 30 June 2024 is unaudited and
does not constitute statutory financial information.  The information given
for the year ended 31 December 2024 does not constitute the statutory accounts
within the meaning of Part 6, Chapter 4 of the Companies Act 2014.  The
statutory accounts for the year ended 31 December 2024 have been filed with
the Companies Registration Office in Ireland. This announcement will be made
available at the Company's registered office at Paramount Court, Corrig Road,
Sandyford Business Park, Dublin 18 and at the office of Aminex's UK subsidiary
company, Aminex Petroleum Services Ltd., at 20-22 Wenlock Road, London, N1
7GU.

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